Terms & Conditions //Commerce

Last Updated September 22, 2020

These “Terms & Conditions for //Commerce” (“Terms & Conditions”) are entered into between you and Sovrn, Inc., with its principal place of business located at 5541 Central Avenue, Suite 100, Boulder, CO 80301 (on behalf of its affiliates and subsidiaries, “Sovrn,”) and set forth the legally binding terms between you and Sovrn that govern the delivery Sovrn’s //Commerce Service to you (individually, a “Service,” and collectively, the “Services”).

1. Acceptance and Order of Precedence. By indicating your acceptance to these terms and by using the Services, you agree to be bound by these Terms & Conditions and Sovrn’s online Master Services Agreement and Code of Conduct (as amended and located at: https://www.sovrn.com/legal/msa/ and https://www.sovrn.com/legal/pub-conduct/), or in the alternative, these Terms & Conditions and the Master Services Agreement executed between you and Sovrn (collectively, the “Agreement”). If there’s a conflict between the terms of the Master Services Agreement and these Terms & Conditions, the Master Services Agreement shall control. This Agreement constitutes the entire agreement between you and Sovrn and supersedes all prior agreements entered into between you and Sovrn with respect to the Services identified herein.

2. Description of Services. Sovrn (a) provides publishers with tools, technology, and services to track, analyze, engage and grow their audiences; (b) operates a real-time, data driven automation platform for advertising, data management, and yield optimization – facilitating the integration of third party providers of online advertising and data on one or more of the Sites (defined below); and (c) aggregates and licenses data that Sovrn collects in connection with the operation of such platform to third parties. The Services are delivered via your websites, blogs, or other properties approved by Sovrn (collectively, the “Sites”).

Specifically, Sovrn’s //Commerce technology facilitates your automated referrals to third party advertisers and records the sales activity between such referrals. These referrals are facilitated in two ways: (i) a monetization service that affiliates unaffiliated outbound commercial links currently existing on a Site to maximize revenue generated from such outbound commercial links (the “Monetization Service”); and (ii) a link insertion service that creates new affiliated links on a Site by replacing non-hyperlinked text referring to products or services with affiliated outbound commercial links (the “Link Insertion Service”). As part of the Service, Sovrn will, at your request, rewrite all eligible out-bound links that can generate commission revenue on the Sites. You can specify that certain affiliate links are not overwritten by Sovrn. You agree that the Services are for your business or commercial use, and are not to be used for personal, household, or family purposes.

3. Authorization. You authorize Sovrn (a) to serve content, advertising materials, and/or related technology (the “Ads”) from advertisers on your Sites, and (b) to use, collect, manage, access, modify, disseminate, make derivative works of, and index the Data (defined below) for the purposes stated in this Agreement. Sovrn may reject or remove a specific Ad, or modify or suspend the Services, at any time using its commercially reasonable discretion. You may request to add websites, blogs, or other properties to the Services, and Sovrn hereby reserves its right to approve or deny your request. Sovrn may, at its discretion, place terms such as “Ads by Sovrn” together with a hyperlink as part of the Ad on any of your Sites.

4. Sovrn’s Relationship with Advertisers and Third Parties. Sovrn will have sole discretion to identify, select, and manage relationships with advertisers and other third parties, establish pricing and other terms and conditions with advertisers and other third parties, and take all actions relating to the foregoing.

5. License. You may provide Sovrn with three types of information arising from or related to this Agreement: (a) Content Data, (b) User Data, and (c) Site Data (collectively the “Data”). Content Data is all data and information, whether textual, visual or aural, published on your website for end users. User Data is all data that can be used to directly or indirectly identify a natural person, including personal information, as that term is defined by applicable law, of end users. Site Data is all other information not included in Content Data or User Data, including but not limited to, web viewing and search activities, operating system, device type, and other engagement data and information. You hereby grant to Sovrn an unrestricted, irrevocable, perpetual, fully-paid, royalty free, transferable, and sublicensable right to use, collect, manage, access, modify, disseminate, make derivative works of and index (i) the Data for the purpose of providing and improving the Services hereunder, and (ii) the User Data and Site Data for any purpose in Sovrn’s sole and absolute discretion, including to sell, commercialize, grant access to, or distribute such data to third parties. Notwithstanding the foregoing, Sovrn’s use of User Data shall be in compliance with its then in effect privacy policy. Any Data that Sovrn anonymizes and aggregates with other data (including Sovrn’s own data, third party data, and data relating to the Sites), and then disseminates, shall be referred to herein as “Sovrn Data.”

6. Restrictions. You will not: (a) use the Services or the Sovrn Data except as expressly authorized herein; (b) use the Sovrn Data for any purpose other than internal analytics purposes; (c) except as permitted by applicable law, copy, reproduce, modify, distribute, damage, interfere with, disassemble, decompile, reverse engineer or create derivative works of the Services or the Sovrn Data; (d) breach, disable, tamper with or interfere with the proper working of the Services or the Sovrn Data or develop or use (or attempt) any workaround for any security measure related to the Services or the Sovrn Data; or (e) place any Content on any of your Sites that (i) infringes or misappropriates a third party’s intellectual property or other proprietary rights, (ii) breaches a third party’s rights or privacy or publicity, or (iii) contains or promotes Objectionable Activity (as defined below). “Objectionable Activity” means any content or activity that is: (1) pornographic, illegal, fraudulent, false, deceptive, misleading, libelous, defamatory or threatening, (2) racist, hate speech or bullying, (3) adware, malware, spyware or any other malicious code or drive-by download applications and/or, (4) “spam,” mail fraud, pyramid schemes, investment opportunities, or advice not permitted by law.

7. Compliance. You represent and warrant that all Data is provided to or collected by Sovrn in compliance with all applicable laws, rules, regulations, mobile and social media platform rules and policies, and the United States Digital Advertising Alliance (“DAA”) Self-Regulatory Principles published at AboutAds (“DAA Self-Regulatory Principles”) including the corresponding DAA-designated self-regulatory frameworks established in other countries and/or regions; and (ii) that at no time will any Data that could be defined as sensitive or special category data under applicable laws, rules, and regulations be sent to Sovrn through the Services. For the avoidance of doubt, applicable laws include: (i) the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and (ii) the EU Directive on Privacy and Electronic Communications (2002/58/EC), any national laws implementing such directives, and/or, when applicable, the Regulation (EU) 2016/679 (“GDPR”), and any legislation or regulation amending, supplementing or any of the foregoing from time to time (together “EU Privacy Laws”) for any Publisher providing content to readers within the European Economic Area. To the extent the Services involve consumer data protected by the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General (“CCPA”) (“Contracted Business Purposes”), you agree to give consumers any and all notices required under the CCPA at the time of personal information data collection and that this notice, among other things, includes a “Do Not Sell My Personal Information” link for submitting opt-out requests.

8. Privacy Notices and Other Policies. You agree to adhere to Sovrn’s Ad Exchange Supply Policy (located at: https://www.sovrn.com/legal/ad-supply/), as updated, and provide any additional information regarding the Sites and proposed Sites that Sovrn may reasonably request. You agree to maintain and comply with a privacy policy that provides notice of data collection, use, and transfer practices related to the Services, including without limitation, use of cookies or other tracking mechanisms, and such privacy policy must comply with all applicable laws, rules, regulations, and self-regulatory standards. You must comply with the enhanced notice obligations applicable to first parties under the DAA Self-Regulatory Principles, including providing a link from your privacy policy to the DAA AppChoices tool and WebChoices at AboutAds, as applicable. You are solely responsible for your use of the Services (e.g., access to and use of Sovrn’s platform and safeguarding usernames and passwords) and the Sovrn Data. Use of the Services and the Sovrn Data is subject to all applicable legislations, guidelines and policies, including, without limitation, privacy and data protection legislations, Sovrn’s privacy policy and Sovrn’s Data Processing Agreement (available at: https://www.sovrn.com/privacy-policy/), and you acknowledge and agree that you will be bound by the applicable privacy policy relevant to each user’s jurisdiction of residence (collectively, the “Policies”).

9. Data Rights. Publisher agrees that at Sovrn’s discretion, Sovrn may use the Consent of the visitors to the site, including Consent provided under the specifications of the IAB Europe’s GDPR Transparency & Consent Framework described at AdvertisingConsent (the “Consent Framework”), as the lawful basis for collecting and processing the personal information of the visitors to the site, including the visitor’s pseudonymised cookie identifier. You agree that you will only share with or make available to Sovrn Data subject to and with all necessary permissions, consents, and licenses from the respective individuals or third party suppliers from whom such data is to be collected in order to permit Sovrn to retain, use, and share with third parties the Data it receives under this Agreement. You further agree that you: (i) will not provide to Sovrn any information in the nature of social security, credit card, financial account, credit report, or medical or health information, except as may be specifically requested to register an account with Sovrn; (ii) will not provide Sovrn with Data from any device sending any “Limit Ad Tracking” or analogous device platform signal; and (iii) if applicable, will obtain Consent for Sovrn’s collection, use, and transfer of Precise Location Data for interest-based advertising purposes. For the purpose of this section, the terms “Precise Location Data” and “Consent” shall have the meanings defined in the DAA Self-Regulatory Principles. In addition, where required, you will ensure that the Consent will meet the standards and requirements of the EU Privacy Laws.

10. Representations and Warranties. In addition to the representations and warranties set forth in the Master Services Agreement and these Terms and Conditions, you further acknowledge that you are solely responsible for being familiar and in compliance with any laws of any jurisdictions applicable to you that may prohibit you from either (a) providing Data to Sovrn, or (b) allowing Sovrn to utilize the rights in the Data granted to it hereunder. Additionally, you represent, warrant, and covenant that the Sites are not directed to children under 16 years old and that no portion of the Data has been or will be collected in connection with any site, application, advertisement or other online service directed towards children under 16 years old. You further represent and warrant that (a) you own or are otherwise authorized to use, and are solely responsible for, the Content posted on any of your Sites, and (b) that you have, and will continue to have, all rights, titles, licenses, permissions and approvals necessary to grant all rights necessary for Sovrn to perform its obligations hereunder and that your privacy policy is consistent with the Data licenses granted to Sovrn herein.

11. Payment Terms.
(a) Definitions. For purposes of this section, the following definitions shall apply:

  1. Commissions means monetary payments made to you in relation to sales by Customers from Merchants.
  2. Customer means a user of the Site that is referred to a Merchant via the Service and/or interacts with Merchants by purchasing goods and/or services.
  3. Merchant means a party that supplies goods and/or service to Customers with an affiliate program or other means of communicating to Sovrn the associated Commissions.

(b) Payments. Sovrn will be the ‘publisher of record’ for all Merchant affiliate programs and will collect all commissions received from Merchants on account of referrals from the Site. Sovrn will pay you a Commission equal to (i) a percentage of revenues (the “Applicable Percentage”) that Sovrn receives from Merchants on account of referrals from the Site (“Merchant Revenue”) minus (ii) any Chargebacks (as defined below) and any other commission cancellations, reversals, or deductions (including deductions due to a Merchant’s or third party’s bankruptcy or insolvency) administered or by determination of Sovrn with respect to any referrals from the Site (collectively, “Deductions”), provided that you use Sovrn tracking. The Applicable Percentage may be revised by Sovrn from time to time without notice. Payment will be issued to you within 90 days after the end of each month during which all Commissions were earned by you, subject to Sovrn’s prior receipt of valid payment and tax information. Sovrn will collect all relevant details for tax purposes as necessary and specified by the tax code. Notwithstanding the foregoing, if the amount accrued for the applicable month is less than $50 (USD) for payments by wire, ACH, and check, or $10 for payments via PayPal, payment will be deferred until the month in which the cumulative balance owed to you exceeds the applicable thresholds or until the Agreement is terminated.

(c) Chargebacks. A Merchant may determine, in its sole discretion, that any sale was not a bona fide transaction, whether goods are returned by the Customer or otherwise (a ‘Chargeback’), and may make a Chargeback claim requesting certain Commissions be canceled or reversed to reflect the fact that the Merchant’s business never benefited from the transaction. Chargebacks are communicated to Sovrn as they occur. Merchant Revenue is typically paid by Merchants, and Chargebacks are typically determined, within sixty (60) days but can fall outside of this, from the applicable sale; however, you acknowledge and agree that Sovrn is not required to pay any Commission to you until Sovrn has actually received the corresponding Merchant Revenue, and that you will be solely responsible and pay Sovrn for (and Sovrn may deduct from any Commission payments to you) the full amount of any Chargebacks and other Deductions, regardless of when such Chargeback or other Deduction is claimed by the Merchant.

(d) Merchant Discretion. Commissions earned are solely the result of Merchant’s evaluation and approval of referrals from the Site and Sovrn has no say nor visibility into how these referral transactions are evaluated and approved, nor why a referral transaction was disallowed or not paid on. You agree that different Merchants use different Merchant Revenue calculations based on fixed amounts per sale, CPA “cost per action,” CPC “cost per click,” bounties, or other percentage-based methodologies (without limitation). You are encouraged to review all Merchant affiliate program terms and conditions. Any and all requests and appeals for payment or rationale behind click-affiliation are not the responsibility of Sovrn, nor does Sovrn have any duty to help you solve the issue of affiliate payments.

(e) Payment Dashboard and Fees. Sovrn facilitates payment for Services using a dashboard hosted by a third-party where, if applicable, you will enter your payment detail information, tax related information and other related information. At all times, you agree to be solely responsible for the accuracy of the information provided in connection with your account. To the extent permitted by law, Sovrn hereby disclaims any liability to you with respect to the use of the payment dashboard for payment and the information entered or contained therein and the payments flowing therefrom. Furthermore, you agree to pay any fees associated with your use of the payment dashboard, if any.

These Terms & Conditions were last updated on August 13, 2020.