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Version 1.0 (Draft)
Effective Date: The date the Publisher electronically accepts this Agreement through the LargeStack registration process.
This Publisher Master Marketing Agreement ("Agreement") is entered into as of the Effective Date above by and between:
Point One Networks Inc., a corporation organized under the laws of Canada ("Point One Networks", "LargeStack", "Company", "we", "our", or "us"),
and
Publisher: The legal entity or individual identified in the Publisher's LargeStack account at the time of registration. (the "Publisher")
Point One Networks and Publisher may each be referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, Point One Networks owns and operates the LargeStack affiliate platform, which provides qualified publishers with access to proprietary and third-party financial services marketing campaigns;
WHEREAS, Publisher represents that it owns, manages, or controls marketing channels capable of generating consumers interested in financial products and services;
WHEREAS, the Parties desire to establish a non-exclusive business relationship whereby Publisher may promote approved campaigns in exchange for compensation based upon approved Events as defined herein;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows.
For purposes of this Agreement, the following definitions shall apply.
"Account" - The Publisher account approved by Point One Networks for participation in the LargeStack affiliate program.
"Advertisement" - Any banner, text link, landing page, email creative, SMS creative, logo, image, tracking link, video, social media asset, API endpoint, request form, widget, or other marketing material supplied or approved by Point One Networks.
"Approved Campaign" - Any campaign that has been expressly activated for Publisher within the LargeStack platform.
"Click" - A unique consumer interaction with an approved tracking link resulting in a measurable visit to a Point One Networks owned or approved destination.
"Consumer" - An individual seeking information regarding a financial product or service through an approved campaign.
"Conversion" - Any event designated by Point One Networks as payable, including but not limited to:
"Event" - A payable action specified by Point One Networks for a particular campaign. Each campaign may define different payable Events.
"Fraudulent Activity" - Any activity which Point One Networks reasonably determines was generated through deception, automation, manipulation, abuse, or any activity inconsistent with genuine consumer intent. Fraudulent Activity includes, without limitation:
This list is illustrative and not exhaustive.
"Invalid Lead" - A Lead that Point One Networks determines, acting reasonably and in good faith, does not satisfy campaign requirements or is otherwise ineligible for compensation. Invalid Leads include, without limitation:
"Lead" - Information submitted by a Consumer expressing interest in a financial product or service.
"Publisher" - The legal entity entering into this Agreement together with any employees, contractors, agents, affiliates, or approved Sub-Publishers acting on its behalf.
"Sub-Publisher" - Any third party utilized by Publisher to generate traffic under this Agreement. No Sub-Publisher may participate without the prior written approval of Point One Networks.
"Tracking Link" - A unique URL, API endpoint, pixel, postback, or tracking mechanism supplied by Point One Networks.
Subject to the terms of this Agreement, Point One Networks grants Publisher a limited, revocable, non-exclusive, non-transferable right to participate in approved campaigns made available through the LargeStack platform.
Participation in one campaign does not constitute approval for participation in any other campaign.
Point One Networks reserves the right to approve or reject any Publisher application or campaign request at its sole discretion.
Nothing contained in this Agreement shall be construed as creating an exclusive relationship, partnership, joint venture, agency, employment relationship, or fiduciary duty between the Parties. Publisher shall at all times operate as an independent contractor.
Publisher may promote only those campaigns expressly approved by Point One Networks. Campaign-specific requirements, payout terms, approved traffic sources, creative assets, geographic restrictions, compliance requirements, and technical specifications may be communicated through:
In the event of any conflict between this Agreement and a campaign-specific Insertion Order or written campaign terms, the campaign-specific terms shall control solely with respect to that campaign.
Publisher shall not alter, modify, or misrepresent any campaign, advertiser, lender, creative, disclosure, landing page, or offer without the prior written approval of Point One Networks.
Publisher agrees to:
Publisher shall be responsible for the acts and omissions of its employees, contractors, agents, and approved Sub-Publishers as though such acts were those of Publisher.
Publisher shall accurately disclose all traffic sources used in connection with any Campaign and shall obtain prior written approval from Point One Networks before generating traffic.
Approved traffic sources may include, subject to written approval:
Publisher shall not introduce any new traffic source without obtaining prior written approval. Approval of one traffic source does not constitute approval of another traffic source. Point One Networks reserves the right to approve, deny, suspend, or revoke approval of any traffic source at any time.
Unless expressly approved in writing, Publisher shall not generate traffic through any of the following:
Publisher shall comply with all applicable federal, provincial, state, territorial, and local laws, regulations, rules, and industry standards applicable to its marketing activities.
Without limitation, Publisher shall comply with all laws governing:
Compliance with this Agreement shall not relieve Publisher of its independent legal obligations. Publisher shall remain solely responsible for obtaining any legal advice necessary regarding its marketing practices.
Publisher represents and warrants that every Lead submitted to Point One Networks has been generated from a genuine consumer who has knowingly and voluntarily submitted their information.
Publisher shall ensure that every consumer:
Publisher shall maintain records sufficient to demonstrate consumer consent for a minimum of five (5) years following submission of any Lead and shall provide such records within five (5) business days upon request by Point One Networks.
Failure to provide adequate proof of consent may result in the Lead being deemed invalid.
Where Publisher engages in telephone, SMS, or email marketing, Publisher shall comply with all applicable laws including, where applicable:
Publisher shall obtain all legally required express written consent before initiating SMS or telephone communications where required by law. Publisher shall maintain records evidencing such consent. Point One Networks reserves the right to request copies of such records at any time.
Publisher shall maintain and prominently display a privacy policy that accurately describes the collection, use, disclosure, storage, and sharing of consumer information.
Publisher shall implement commercially reasonable administrative, physical, and technical safeguards designed to protect all personal information collected in connection with this Agreement.
Publisher shall promptly notify Point One Networks of any actual or suspected data breach affecting information relating to any Campaign and, in no event, later than twenty-four (24) hours after discovery.
Publisher shall cooperate fully in investigating and mitigating any security incident.
Publisher shall not use artificial intelligence, machine learning systems, browser automation, bots, robotic process automation, synthetic identities, automated form completion, automated browsing, or similar technologies to generate Clicks, Leads, Applications, or other payable Events unless expressly approved in writing by Point One Networks.
Without limiting the foregoing, prohibited activity includes:
Any Leads generated through such means shall be deemed Invalid Leads.
Publisher shall not:
All advertisements shall accurately represent the applicable offer.
Publisher shall not, without prior written approval:
Any goodwill arising from authorized use of Company trademarks shall inure solely to the benefit of Point One Networks.
Point One Networks may, at any time and without prior notice:
Publisher agrees to cooperate fully with any compliance review. Failure to cooperate may result in immediate suspension or termination.
Publisher shall be eligible to receive compensation only for Events that are:
Compensation rates shall be established by Point One Networks and may be communicated through the LargeStack platform, an Insertion Order ("IO"), email, API documentation, or other written communication.
Point One Networks reserves the right to modify compensation rates at any time upon reasonable notice. Changes shall apply prospectively and shall not affect previously approved payable Events.
No compensation shall be earned until an Event has been accepted and approved by Point One Networks.
Unless otherwise agreed in writing, all Publishers shall begin on Monthly Net 30 payment terms.
Payments shall be calculated based solely on Approved Events occurring during the applicable calendar month.
Payments shall generally be issued on or before the thirtieth (30th) day following the end of the applicable calendar month.
Point One Networks reserves the right to delay payment where:
Publisher shall be solely responsible for providing accurate payment information. Point One Networks shall not be responsible for payment delays resulting from inaccurate banking or payment information.
Unless otherwise agreed in writing, Publisher must earn a minimum unpaid balance of USD $100.00 before payment will be issued.
Balances below the minimum threshold shall automatically roll forward to the following payment period.
Point One Networks reserves the right to waive this threshold at its discretion.
Point One Networks shall utilize commercially reasonable methods to track Clicks, Leads, Applications, and other payable Events.
Publisher acknowledges that tracking systems may experience outages, delays, maintenance, browser limitations, privacy restrictions, or other technical issues beyond the control of Point One Networks.
Publisher agrees that the reporting maintained by Point One Networks shall be presumed accurate absent clear and convincing evidence of a material clerical or technical error.
Publisher shall notify Point One Networks in writing of any claimed reporting discrepancy within ten (10) business days after the applicable report becomes available.
Failure to timely dispute reported statistics shall constitute acceptance of such reporting.
Publisher acknowledges that not every submitted Lead qualifies for compensation.
Point One Networks may determine, acting reasonably and in good faith, that a Lead constitutes an Invalid Lead. Invalid Leads may include, without limitation:
Invalid Leads shall not qualify for payment.
Point One Networks shall have until the twentieth (20th) calendar day following the close of each calendar month to conduct traffic quality reviews and fraud investigations relating to Publisher traffic generated during such month.
During this review period, Point One Networks may:
Following completion of such review, Point One Networks may designate Leads as Invalid Leads or Fraudulent Activity in accordance with this Agreement. Leads so designated shall not be eligible for compensation.
Publisher acknowledges that Point One Networks maintains sophisticated fraud detection systems designed to protect consumers, advertisers, lenders, and the integrity of the LargeStack platform.
If Point One Networks reasonably determines that Publisher has engaged in Fraudulent Activity or materially violated this Agreement, Point One Networks may, without limitation:
Nothing contained herein shall limit Point One Networks' rights under applicable law.
Point One Networks may reverse previously credited but unpaid compensation where:
Point One Networks shall provide commercially reasonable information identifying the affected transactions where practicable.
Publisher shall be solely responsible for all taxes arising from payments received under this Agreement.
Publisher shall timely provide all tax documentation reasonably requested by Point One Networks, including but not limited to IRS Forms W-8, W-9, or any equivalent documentation required under applicable law.
Failure to provide required tax documentation may result in payment delays or withholding as required by law.
Nothing contained in this Agreement shall obligate Point One Networks to:
Campaign availability may change at any time.
Notwithstanding any other provision of this Agreement, Point One Networks may temporarily withhold any payment where it reasonably believes:
Any undisputed portion of Publisher's balance shall be paid once the applicable review has concluded.
All trademarks, service marks, trade names, logos, domain names, copyrighted materials, software, creative assets, landing pages, APIs, tracking technology, reports, documentation, and other intellectual property made available by Point One Networks shall remain the exclusive property of Point One Networks or its licensors.
Nothing contained in this Agreement shall transfer any ownership interest to Publisher.
Publisher is granted a limited, non-exclusive, revocable, non-transferable license to use approved marketing materials solely for the purpose of promoting approved Campaigns during the term of this Agreement.
Publisher shall not:
All goodwill resulting from Publisher's authorized use of Company trademarks shall inure solely to the benefit of Point One Networks.
All consumer information, lead data, application data, campaign analytics, tracking information, reporting data, and derivative works received or generated through the LargeStack platform shall become and remain the exclusive property of Point One Networks upon receipt.
Publisher acquires no ownership interest in any consumer submitted through a Campaign.
Nothing contained herein shall prohibit Point One Networks from marketing, remarketing, analyzing, transferring, or otherwise using such data consistent with applicable privacy laws and its published Privacy Policy.
Each Party acknowledges that during the course of this Agreement it may receive Confidential Information belonging to the other Party.
Confidential Information includes, without limitation:
Each Party agrees to:
These obligations shall survive termination of this Agreement for five (5) years.
Publisher represents and warrants that:
Point One Networks represents that it has authority to enter into this Agreement and will operate the LargeStack platform in a commercially reasonable manner.
Publisher shall defend, indemnify, and hold harmless Point One Networks, its affiliates, officers, directors, employees, shareholders, contractors, successors, and assigns from and against any and all claims, liabilities, damages, losses, penalties, judgments, costs, expenses, and reasonable attorneys' fees arising from:
To the maximum extent permitted by law, neither Party shall be liable for any indirect, incidental, consequential, punitive, special, or exemplary damages, including lost profits, lost business opportunities, loss of goodwill, or loss of anticipated revenue, arising out of this Agreement.
Point One Networks' aggregate liability under this Agreement shall not exceed the total compensation paid to Publisher during the six (6) months immediately preceding the event giving rise to the claim.
Nothing contained herein shall limit liability arising from fraud, gross negligence, willful misconduct, or indemnification obligations.
Point One Networks may immediately suspend Publisher's Account, any Campaign, or all Campaigns if it reasonably believes:
During suspension, Point One Networks may withhold unpaid compensation pending completion of its investigation.
Either Party may terminate this Agreement upon thirty (30) days' written notice.
Point One Networks may terminate this Agreement immediately upon written notice if Publisher:
Termination shall automatically terminate Publisher's right to promote all Campaigns. Termination shall not affect rights accrued prior to termination.
Publisher shall not knowingly use information obtained through Point One Networks to intentionally circumvent Point One Networks by directly contracting with advertisers, lenders, or strategic partners first introduced by Point One Networks during the term of this Agreement and for twelve (12) months thereafter, without Point One Networks' prior written consent.
Nothing in this Section restricts Publisher from conducting business with parties with whom Publisher had a demonstrable pre-existing commercial relationship before introduction by Point One Networks.
Publisher shall maintain accurate books and records relating to Campaign performance for a period of at least three (3) years.
Upon reasonable notice, Point One Networks may request documentation reasonably necessary to verify compliance with this Agreement.
Failure to maintain or produce such documentation may result in suspension, reversal of unpaid commissions, or termination.
This Agreement shall be governed by and construed in accordance with the laws of the Province in which Point One Networks Inc. is incorporated, together with the applicable federal laws of Canada, without regard to conflict of laws principles.
The Parties agree to first attempt to resolve disputes through good-faith negotiations. If unresolved, the Parties agree to confidential mediation, followed by binding arbitration in the Province of incorporation of Point One Networks, unless otherwise agreed in writing.
This Agreement constitutes the entire agreement between the Parties.
Any amendment must be in writing or published through the LargeStack platform with reasonable advance notice.
Failure to enforce any provision shall not constitute a waiver.
If any provision is held unenforceable, the remaining provisions shall remain in effect.
Publisher may not assign this Agreement without prior written consent.
Point One Networks may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets.
Electronic signatures and electronic acceptance through the LargeStack platform shall be deemed original signatures and shall be legally binding to the fullest extent permitted by applicable law.
Without prior written approval, Publishers shall not engage in:
Prior to launching traffic, each Publisher shall confirm that it has:
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