Master Services Agreement
Last Updated: November 10, 2025
By using the Services and/or Supplier Technology, Company agrees to the online terms set forth in this Master Services Agreement with Supplier, which, together with any Incorporated Document(s), form the “Agreement” between the Parties. Supplier may modify this Master Services Agreement from time to time by posting the modified terms thereof on our website, along with the effective date of the modifications. Company’s continued use of the Services following the posting of these changes will effectuate Company’s acceptance.
1. Definitions
In addition to any terms defined throughout the body of the Master Services Agreement, the following definitions will also apply.
“Affiliate” means an entity that directly or indirectly, controls, is controlled by, or is under common control with a Party and enters an Order Form.
“Applicable Data Protection Laws” means data privacy or protection law or regulation applicable to a respective Party’s provision or use of the Services.
“Charges” means all applicable fees, expenses, costs and charges payable by Company under the Agreement.
“Company Content” means Company’s trademarks, trade names, trade dress, internet domain names, websites, logos, creative, copy and other content owned by Company, or for which Company has procured from the content owner appropriate rights, and provided to Supplier in connection with Company’s use of the Services.
“Conversion Data” means the transaction data (such as date, time, SKU, order ID) provided by Company to Supplier in connection with Company’s use of the Services.
“Company Site” means any website or application owned and operated by Company or third party on Company’s behalf and promoted through use of the Services.
“Confidential Information” means any non-public material or information disclosed by the Disclosing Party to the Receiving Party that is marked or otherwise identified as confidential at the time of disclosure or, which given the facts and circumstances under which such information is disclosed, should reasonably be considered confidential and proprietary; and includes the terms and conditions of the Agreement. Confidential information of Supplier includes reports provided by Supplier in connection with the Services.
“De-identified” shall have the meaning prescribed to the term de-identified and substantively similar terms under Applicable Data Protection Laws.
“Implementation” means Company’s enablement of Supplier Technology per Section 7 (Implementation) for the purpose of and as a material condition of receiving the Services.
The word “include” and its derivative forms will be deemed to be followed by the phrase “without limitation” or “but not limited to.”
“Incorporated Documents” means any Order Form(s), and/or any other set(s) of terms referenced in such Order Form(s), that incorporate by reference the Master Services Agreement.
“Order Form” means an order form, insertion order, or other documentation of similar effect for the provision of Services, which incorporates by reference and is executed by the Parties (or an Affiliate of either or both Parties) pursuant to this Master Services Agreement.
“Party” means each of Supplier, Company and their respective Affiliate(s), if applicable; the plural form of the word referring to them collectively, as applicable.
“Prohibited Activity” means activity involving, facilitating advocating or promoting one or more of the following: (a) discrimination based on race, ethnicity, gender, religion, sexual orientation, age, national origin or disability; (b) libelous, defamatory, obscene, pornographic, sexually explicit or abusive activity; (c) illegal activities or substances; (d) sedition; (e) false or misleading advertising; or (f) a conflict or violation of any law, rule, regulation, or intellectual property or other rights of any person or entity.
“Publisher Partner” means any third-party publisher, content creator and/or influencer that Company directly engages through its use of the Services, or that Supplier in performing the Services on behalf of Company engages, to promote Company’s products and services and/or distribute or display Company’s Content.
“Services” means the services provided by Supplier to Company as set forth in an Order Form.
“Supplier” means the entity specified in the respective signature block(s) in the Agreement.
“Supplier Data”, as between the Parties, means all data processed in connection with the Services, excluding Conversion Data.
“Supplier Technology” means any proprietary or licensed technology, including any Supplier servers, computer equipment, software or other technology resources, made available to Company by Supplier to enable Company’s use of the Services.
2. Supplier Services
2.1 Services. The Agreement sets forth the terms and conditions under which the Services will be provided to Company. An Affiliate of either Party may enter into Order Form(s). In the event an Order Form is executed by an Affiliate of Supplier and/or an Affiliate of Company, the respective Affiliate becomes a Party or Parties to this Master Services Agreement and other Incorporated Documents, as applicable, and references to Supplier or Company in the same, shall be deemed to be references to such Affiliate(s).
2.2 Company Cooperation. Company will provide Company Content and Conversion Data necessary for Supplier to provide the Services per any Order Form. Company agrees Supplier shall not be held responsible if Company fails to provide it with this required information.
3. Payment
3.1 Payment obligation. Company will pay Supplier all Charges according to the terms of the Agreement. Company acknowledges and agrees that if Company should request additional Services or other deliverables beyond those explicitly set forth in an Order Form additional fees may apply.
3.2 Taxes. Each Party retains sole responsibility for its compliance with all applicable tax laws, rules and regulations and as set forth in any applicable Order Form(s).
4. Proprietary Rights
4.1 License to Supplier. Notwithstanding anything in the Agreement, Company hereby grants to Supplier, or will procure for Supplier as applicable, a limited, nonexclusive, nontransferable (except as otherwise provided in the Agreement), royalty-free, worldwide right and license to: (a) reproduce, modify, distribute, and publicly display Company’s Content, and (b) use, modify and otherwise process Conversion Data, as necessary to provide the Services, including the right to sublicense to Supplier’s subcontractors and Publisher Partners for this purpose; and (c) use Conversion Data in an aggregated and De-identified format for statistics, analytics and Benchmarking, and otherwise to provide, manage, maintain and improve its services. Company represents and warrants that it is the owner of Company Content and Conversion Data or has obtained the appropriate permissions from the rightful owner to grant Supplier, Supplier’s subcontractors, and Publisher Partners the right to use the Company Content and Conversion Data in connection with the Services. Upon Supplier’s request Company shall provide supporting documentation regarding its rights to the Company Content and Conversion Data.
4.2 License to Company. Supplier hereby grants to Company during the Term a limited, nonexclusive, and nontransferable (except as otherwise provided in the Agreement), right and license to access and use Supplier Technology and Supplier Data, solely to the extent necessary for Company to use the Services.
4.3 Restrictions. Company agrees it will not directly or indirectly make unauthorized modifications to, reverse engineer, disassemble, decompile, attempt to derive source code of, hack, compromise, abuse, or adversely interfere with any Supplier Technology, or infect Supplier Technology with viruses, worms or other malicious or destructive code.
4.4 Ownership. Each Party and its licensors own its or their respective intellectual property, and, except as expressly granted herein, nothing in the Agreement will grant to either Party any rights or licenses in or to the other Party’s intellectual property.
5. Confidentiality
5.1 Non-Disclosure. Each Party and/or the Party’s Affiliate(s) that receive or access the other Party’s and/or its Affiliate(s)’ Confidential Information (“Receiving Party”) in relation to the Agreement, will keep the Confidential Information of the other Party and/or that Party’s Affiliate(s) (“Disclosing Party”) secure using at least the same degree of care that it uses to protect its own Confidential Information, but no less than reasonable care, and will not disclose or use such other Party’s Confidential Information except to the extent reasonably necessary to perform its obligations or exercise its rights under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information only to those of its or its Affiliates’ respective employees, officers and directors, and third-party consultants, advisers and subcontractors, (collectively referred to as “Representatives”) with a legitimate need to know such information in order to provide the Services and perform their respective duties in connection with the Agreement; provided that (a) each such person has a legal or contractual obligation to maintain the confidentiality of such information, (b) in the case of Representatives, no such Representative is a competitor or Affiliate of a competitor of the Disclosing Party, and (c) in no event will Company permit access by any third parties to the Supplier Data for the purpose of developing reporting across unaffiliated networks. Each Party shall be responsible for any breach of this Subsection 5.1 (Non-Disclosure) by its Representatives(s). Company is responsible for the use and storage of the password and ID issued by Supplier to access Supplier Technology and will immediately notify Supplier in writing of any loss or involuntary disclosure thereof. Supplier reserves the right to change the password and ID issued to Company in the event of a suspected breach of the Agreement or potential compromise of the security of Company’s account(s).
5.2 Exceptions. Confidential Information will not include information that (a) is or becomes publicly available without breach of the Agreement, (b) the Receiving Party obtains from a source other than the Disclosing Party, provided that the disclosure to the Receiving Party by such source is not known to the Receiving Party to be a violation of a confidentiality obligation of such source to the Disclosing Party, and (c) the Receiving Party knew prior to receiving such information from the Disclosing Party or develops independently without use of the Disclosing Party’s trade secrets or Confidential Information, as shown by contemporaneous records. The confidentiality restrictions in the Agreement will not apply to disclosure by the Receiving Party of the Disclosing Party’s Confidential Information to the extent required by law or court order, provided that the Receiving Party uses reasonable efforts to give the Disclosing Party prompt written notice of such requirement, in advance if possible, in order to give the Disclosing Party an opportunity to lawfully prevent or limit the scope of such disclosure.
6. Privacy Compliance and Disclosures
6.1 Compliance. Each Party will comply with Applicable Data Protection Laws.
6.2 Privacy Policy and Disclosures. Without limiting the generality of the foregoing, Company represents, warrants and covenants that it will, where required by Applicable Data Protection Laws, (1) offer visitors to Company Site an opportunity to exercise all choices necessary under Applicable Data Protection Laws or other applicable laws, including, as applicable, opt-out of or opt-in to the collection, use, and/or disclosure of personal data or personal information (including any such data that may be collected pursuant to the Agreement); (2) provide any required disclosures and/or signals necessary to provide Supplier with relevant information about any such exercise of choice; and (3) if Company instructs Supplier to engage with any third party, which may share personal data on behalf of Company with Supplier in the context of the Services (such as mobile measurement platform), ensure such data sharing is in compliance with Applicable Data Protection Laws.
7. Implementation
7.1 Company acknowledges that Implementation is a material obligation of the Agreement and agrees to cooperate with Supplier to complete Implementation within forty-five (45) days of the Effective Date, unless such time is extended by Supplier in writing (email is sufficient). Company shall inform Supplier of any Company-specific security requirements. Company will submit Company Content and Conversion Data in the format and at the frequency required by Supplier in accordance with any guidelines furnished to Company.
7.2 Company will notify Supplier promptly upon becoming aware of any interruption or incorrect operation of Supplier Technology during the Term and, if the same was caused by Company or within its control, use all reasonable efforts to take prompt, corrective and restorative action.
7.3 Except as permitted in accordance with Section 11.4 (b) (Effects of Expiration or Termination), Company agrees to refrain from taking any action that would impair, disable or deactivate Supplier Technology during the Term.
8. Warranties; Disclaimers
8.1 Representations and Warranties. Each Party hereby represents, warrants, covenants and agrees that it is duly organized, validly existing, and has full authority to enter, and perform its duties under, the Agreement. Company represents, warrants, covenants and agrees that it will not use the Services to engage in any Prohibited Activity.
8.2 Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY OUTLINED ABOVE, SUPPLIER (INCLUDING ITS CONTRACTORS AND SUPPLIERS) PROVIDES THE SERVICES ON AN ‘AS-IS’ BASIS. SUPPLIER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING REPRESENTATIONS, GUARANTEES OR WARRANTIES AS TO ACCURACY, USABILITY, NON-INFRINGEMENT, COMPLETENESS, CURRENTNESS, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES OR SUPPLIER TECHNOLOGY.
9. Indemnification
9.1 Company. Company agrees to indemnify, defend and hold harmless Supplier, its Affiliates, and their respective Representatives from and against any third-party claims, proceedings, actions, and causes of action, including any resulting liabilities, damages, losses, fines, fees, penalties, costs and expenses (including reasonable attorneys’ fees, costs and disbursements) (“Losses”) arising out of or relating to, Company’s use of the Services for: (a) the Company’s offer, sale, provision of, or failure to provide, any goods or services, (b) any engagement between Company and a Publisher Partner; or (c) Company directly or indirectly engaging in any Prohibited Activity.
9.2 Supplier. Supplier agrees to indemnify, defend and hold harmless Company for any Losses arising out of a third-party claim that Company’s Implementation of Supplier Technology directly infringes any U.S. patent, copyright or trademark issued as of the Effective Date, provided however, Supplier will not be obligated to indemnify, defend and hold Company harmless to the extent that: (a) the alleged infringement is not attributable to Supplier Technology; (b) Company makes an unauthorized modification to Supplier Technology; (c) Company uses Supplier Technology outside the scope of the Agreement and/or any relevant documentation furnished to Company; (d) the alleged infringement results from Company’s Implementation of Supplier Technology in conjunction with any third-party hardware, software, processes or material. Company agrees to cooperate fully in mitigating any alleged infringement after being notified thereof and promptly and fully install and implement any modifications, enhancements or substitutions provided by Supplier that would mitigate or avoid such infringement. In the event that any preliminary injunction, temporary restraining order or final injunction will be obtained, Supplier will, in its sole discretion, either (i) obtain the right for Company to continue using Supplier Technology, (ii) modify or replace the same so as to avoid the alleged infringement, or (iii) offer a substitute and equivalent technology and/or methodology. If Supplier determines that none of these alternatives is reasonably available, either Company or Supplier will have the right, upon written notice to the other, to terminate the Agreement. This Subsection 9.2 sets forth Company’s sole remedy with respect to an infringement of any third-party rights.
9.3 Procedure. The indemnification obligations in this Section 9 (Indemnification) are conditioned on: (a) prompt accurate written notice to the indemnifying Party of any third-party Losses for which indemnity is claimed or which may give rise to an indemnity claim, provided that the failure by the indemnified Party to provide timely notice of any claim, action or demand will not affect or impair the obligations of the indemnifying Party, except and only to the extent that the indemnifying Party has been adversely affected by such failure or delay; (b) the indemnifying Party having the right to assume complete and sole control over the defense and any and all negotiations for any settlement or compromise thereof, provided that the indemnifying Party cannot settle without the indemnified Party’s written consent if the settlement includes an admission of fault or wrongdoing by the indemnified Party, imposes non-monetary obligations on the indemnified Party, or doesn’t fully release the indemnified Party from all liabilities related to the indemnity claim; and, (c) cooperation of the other Party, and its Affiliates and Representatives as applicable, in such defense. If the indemnifying Party elects to assume control of the defense of any claim, the indemnified Party will, at its own expense, have the right to participate in the defense or consult its own counsel.
10. Limitation on Liability
10.1 Indirect Damages. Notwithstanding anything else in the Agreement, neither Party nor its Affiliates (including any respective contractors and suppliers of either Party or Affiliates) will be liable to the other (whether in contract or based on warranty, negligence, tort, strict liability or otherwise) in connection with or resulting from the Agreement, including indemnification obligations, for any indirect, incidental, consequential, lost profits, reliance, punitive or special damages, even if such Party was aware that such damages could result.
10.2 Direct Damages. The total liability of Supplier (and any Supplier Affiliate) under the Agreement, regardless of the nature of the legal or equitable right claimed to have been violated, including indemnities, will not exceed the amount of Supplier fees paid by Company (exclusive of fees paid or payable to Publisher Partners) under the Order Form subject to the alleged breach during the one-year period preceding the date of the alleged breach. In no event will Supplier be liable to Company or any other person for: (a) any acts or omissions of any subcontractor, Publisher Partner or other third-party (including any third-party technology implemented on a Company Site) engaged by Company; or (b) for system downtime.
11. Term; Termination
11.1 Term. This Master Services Agreement will commence as of the Effective Date and continue until the expiration of the last Order Form in effect, unless earlier terminated in accordance with the Agreement (the “Term“).
11.2 Suspension Right. In the event of: (a) a material breach of the Agreement by Company; or (b) a good faith determination by Supplier that (i) an act or omission of Company may have a material adverse effect on Supplier’s business operations, or (ii) Company becomes or is reasonably likely to become unable to meet its payment obligations, Supplier may temporarily suspend Company’s access, use or benefit of any or all Supplier-provided tools, services and/or other resources until the time when Company cures such breach, remedies the act or omission in question, demonstrates ability to make payment under the terms of the Agreement, or terminates the Agreement pursuant to Section 11.3 (Termination for Breach).
11.3 Termination for Breach. A Party will have the right to terminate the Agreement upon any material breach of its terms by the other Party, which breach remains uncured by the breaching Party for a period of fifteen (15) days following the breaching Party’s receipt of written notice of breach; provided Supplier may terminate the Agreement, within five (5) business days following Company’s receipt of written notice, for any uncured default in Company’s payment obligations.
11.4 Effects of Expiration or Termination of this Agreement. In the event of an expiration or termination of this Master Services Agreement, in addition to any rights and obligations set forth herein, the Parties agree that as of the date of expiration or termination: (a) all outstanding Incorporated Documents will be terminated; (b) Supplier will terminate Company’s access to, and Company will have removed, any installed Supplier Technology; (c) Supplier will not be required to produce or furnish Company with any further reports relating to the Services; (d) no further adjustments or reconciliations may be made to Charges; (e) Company will pay any and all outstanding Charges incurred under the Agreement by the respective due date(s); (f) Sections 3, 4, 5, 6, 8, 9, 10, 11.4, and 12 of this Master Services Agreement and any provision of the Agreement which by respective terms are intended to survive any expiration or termination of the Agreement, will so survive; and (g) any rights or remedies of either Party arising out of a breach or violation by the other Party of any terms of the Agreement will survive its expiration or termination.
12. Miscellaneous
12.1 Publicity; Use of Name and Marks. Except for Supplier’s provision of the Services or as otherwise expressly provided herein, neither Party shall use the name, logo, trademarks, service marks, or any other similar intellectual property of the other Party or its Affiliates, nor issue a press release or make any other public statement or disclosure about the Parties’ relationship, unless pre-approved in writing by both Parties.
12.2 Force Majeure. Neither Party will be liable to the other Party by reason of any failure or delay in the performance of its obligations hereunder (other than any payment obligation) on account of strikes, shortages, fires, flood, storms, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or web access, terrorism, or any other cause which is beyond its reasonable control.
12.3 Assignability. Neither Party may assign or transfer this Master Services Agreement or any Incorporated Document without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, except that either Party may assign or transfer the Agreement and/or its rights and obligations thereunder, in whole or in part, to an Affiliate or to any successor in interest (by sale of all or substantially all of the assets, merger, corporate reorganization or otherwise).
12.4 Notices. Any and all notices or other communications or deliveries hereunder will be made in writing and deemed given and effective on the earliest of: (a) the business day following the date of mailing, if sent by nationally recognized overnight courier service; (b) the delivery date noted on the receipt, if delivered by certified or registered mail, return receipt requested; or, (c) immediately, if sent by email, subject to confirmation of delivery. The addresses for such communications are specified within the applicable Order Form (or, if not specified, to the address of the Party set forth in its signature block).
12.5 Severability. If any provision of the Agreement or its application to any person, Party or entity or circumstance is held by a court with jurisdiction to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Such court may substitute therefore a suitable and equitable provision to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision and, if such court will not, the parties will negotiate in good faith to agree upon such a provision. Any provision that is judicially unenforceable in any jurisdiction will not be affected with respect to any other jurisdiction.
12.6 Governing Law; Venue. The Agreement will be governed by the law of, and each Party hereby consents to exclusive jurisdiction and venue based upon, the applicable Supplier entity as follows. If:
- Rakuten Marketing LLC dba Rakuten Advertising, the federal laws of the U.S. and state laws of the State of New York, without regard to conflicts of law principles, with exclusive jurisdiction and venue of the Federal and New York State courts (and appellate courts as applicable) sitting in New York County, New York.
- Rakuten Marketing Canada Inc., the laws of Ontario, Canada with exclusive jurisdiction and venue of the Canadian courts.
- Rakuten Marketing Europe Limited, the laws of England and Wales with exclusive jurisdiction and venue of the English courts.
- Rakuten Marketing Brazil Limitada, the Federal Laws of Brazil with exclusive jurisdiction and venue of the courts sitting in the capital of Sao Paulo, Brazil.
- Rakuten Marketing Australia Pty Ltd, the laws of New South Wales, Australia with exclusive jurisdiction and venue of the courts of New South Wales, Australia.
Furthermore, each Party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to the Agreement. Notwithstanding the foregoing, Company agrees that Supplier is entitled to seek and receive injunctive relief in any court or jurisdiction.
12.7 Remedies; Injunctive Relief. Unless otherwise expressly stated in the Agreement, all remedies available under or with respect to the Agreement are cumulative and in addition to all other remedies, if any, available at law or in equity. The prevailing Party in any litigation between the parties arising out of the Agreement will be entitled to recover its reasonable legal expenses, including court costs and attorneys’ fees and disbursements. Where Supplier has to refer unpaid payment obligations to a collection agency, costs of collection will be paid by Company in addition to all other owed amounts. Each Party acknowledges that if it breaches its obligations under Sections 5 (Confidentiality) or 6 (Privacy Compliance and Disclosures) above, the other Party will be irreparably harmed, and that damages will be inadequate to compensate the other Party for such breach. Accordingly, without limiting any other right or remedy of the non-breaching Party, it will be entitled to seek injunctive relief for such breach.
12.8 Independent Contractor; No Third-Party Beneficiaries. The parties are independent contractors. There are no third-party beneficiaries of the Agreement.
12.9 Amendments and Waivers. Unless otherwise expressly provided, any amendments of the Agreement must be in writing and signed by both parties. No failure or delay in exercising any power, right, or remedy will operate as a waiver. A waiver, to be effective, must be written and signed by the waiving Party. No course of dealing or practice will be used to interpret, supplement or alter in any manner the express written terms of the Agreement.
12.10 Entire Agreement. The Agreement will constitute the entire agreement between the parties pertaining to the subject matter herein. In the event of any conflict between the terms of this Master Services Agreement and any Incorporated Document, the terms of this Master Services Agreement will govern, unless explicitly amended by an Incorporated Document.
12.11 Counterparts. The Master Services Agreement and any Incorporated Document may be executed in counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same agreement. In addition to any other lawful means of execution or delivery, each may be executed by electronic signatures and delivered by the exchange of signature pages by means of email transmission.