Terms & Conditions //Commerce

Last Updated July 23, 2021

This contract containing the Sovrn Commerce Terms & Conditions (“Terms & Conditions“) is entered into by you (“you”) for the business entity or person for whom you are acting (the “Customer“) and Sovrn, Inc. (“Sovrn“), and sets forth the legally binding terms between Customer and Sovrn that govern Customer’s use of Sovrn’s Commerce Services (the “Services“). Capitalized terms shall have the meanings ascribed to them in these Terms & Conditions and the Master Services Agreement.

  1. Acceptance and Order of Precedence. By indicating your acceptance to these Terms and Conditions, you accept on behalf of Customer and Customer agrees to be bound by these Terms & Conditions and Sovrn’s online Master Services Agreement (as amended and located at: https://www.sovrn.com/legal/msa/) which is incorporated by reference into these Terms and Condition (collectively, the “Agreement“). Alternatively, if Customer and Sovrn execute these Terms & Conditions through a signature process that will be the “Agreement” and shall take precedence of these Terms & Conditions. If there’s a conflict between the terms of the Master Services Agreement and these Terms & Conditions, these Terms & Conditions shall control and take precedence. This Agreement constitutes the entire agreement between Customer and Sovrn and supersedes all prior agreements entered into between Customer and Sovrn with respect to the subject matter herein. Additionally, Customer acknowledge and agree to be bound by the Commerce Code of Conduct (as amended and located at: https://www.sovrn.com/legal/pub-conduct/).
  2. Description of Services. Sovrn’s Commerce technology will assist in facilitating a referral link from Customer’s Sites (as defined below) to advertisers, directly or through third party affiliate networks, and such link will track the sales activity between each referral. These referrals are associated with either existing outbound links currently on Customer’s Sites or through a new link created by Customer to be placed on Customer’s Sites. Sovrn reserves the right to determine the advertiser destination of the referrals associated with Customer’s link in order to maximize revenue. As part of the Service, Sovrn will, at Customer’s request, convert all eligible outbound links on Customer’s Sites; provided however, Customer may withhold certain links from being converted by Sovrn or sent to an alternate destination. Customer agrees that the Services are for Customer’s business or commercial use, and are not to be used for personal, household, or family purposes. The Services are delivered via Customer’s websites or other properties approved by Sovrn (collectively, the “Sites“).
  3. License. Customer 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 Customer’s Sites 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. Customer 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.
  4. Payment Terms.
    1. Payments. Sovrn will pay Customer a Commission (as defined below) equal to a percentage of revenue (the “Applicable Percentage“) that Sovrn receives, directly from advertisers or through third party affiliate networks, that was generated from the referral links on Customer’s Sites (“Advertiser Revenue“), minus any Chargebacks (as defined in the Master Services Agreement). Sovrn will be the ‘publisher of record’ for all referral link programs and will collect the Advertiser Revenue. All Commissions will be based on Sovrn tracking. The Applicable Percentage may be revised by Sovrn from time to time without notice. Payment will be issued to Customer 90 days after the end of each month during which all Commissions were earned by Customer, subject to Sovrn’s prior receipt of valid payment and tax information. “Commission” means monetary payments made to Customer in relation to an action performed by a consumer generated from the referral link on Customer’s Site.
    2. Advertisers Discretion. Commissions earned are solely related to the result of advertisers or third party affiliate networks evaluation and approval of referral links from Customer’s 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. Advertiser Revenue may be calculated based on fixed amounts per sale, CPA “cost per action,” CPC “cost per click,” bounties, or other percentage-based methodologies (without limitation), as determined by the third-party advertisers. Any and all requests and appeals for payment or rationale behind click-affiliations are not the responsibility of Sovrn, nor does Sovrn have any duty to help Customer solve the issue of click-affiliation payments.
  5. Term and Termination. These Terms & Conditions shall commence as of the date of your acceptance of this Agreement or the date when Customer begins using the Services, whichever is earlier (“Effective Date“) and remain in full force and effect while Customer is using the Services (“Term“). Either party may terminate access to or use of the Services for any reason or no reason, effective by Sovrn upon sending notice to the e-mail address associated with Customer’s Account o or by Customer sending notice to legal@sovrn.com.