Pay Per Connect Publisher Master Service Agreement

This Publisher Agreement, along with all attached Exhibits and any executed Insertion Orders (collectively referred to as the “Agreement”), represents the entire understanding between Pay Per Connect (“Pay Per Connect”) and you or your company, including any sub-publishers (collectively referred to as the “Publisher”). Pay Per Connect and the Publisher are individually referred to as a “Party” and collectively as the “Parties.”

1. Select Definitions

An “Action” means a specified action identified in an Insertion Order or Campaign-Specific Terms, initiated through Publisher’s advertising efforts and completed by a consumer, whereby a Fee is generated—such as calls, clicks, click-throughs, sales, registrations, installs, downloads, impressions, and leads.
An “Advertiser” means a third-party client of Pay Per Connect, whose products and services are promoted through the Publisher Program.
A “Publisher ID” means the unique identification number, tracking link, and/or phone number assigned to Publisher for use in redirecting consumers to the Advertiser’s website, app, products, or services to ensure Publisher is credited with any Action completed by the consumer.
The “Publisher Program” means, collectively, the combined paid advertising opportunities, the web-based application, reporting, access to data, and content provided by Pay Per Connect to Publisher and others.
A “Campaign” means an advertising opportunity made available to Publisher by Pay Per Connect for a specific Advertiser or offer, which is limited in time and/or scope.
“Campaign-Specific Terms” means rules and requirements that govern a particular Campaign in addition to those set forth in this Agreement. Campaign-Specific Terms may be communicated to Publisher by Pay Per Connect or an Insertion Order.
A “Fee” means the Publisher commission generated upon the occurrence of a qualified Action.
An “Insertion Order” means a separate writing executed by the Parties setting forth Campaign-Specific Terms and the associated Fee.
A “Call” means the action or actions performed by a consumer pursuant to an Offer which are derived from Inbound Calls and/or Call Transfers provided by Publisher as set forth in the applicable Offer.

2. Participation in the Publisher Program

Approval. Publisher’s participation in the Publisher Program is subject to the terms and conditions of this Agreement and Pay Per Connect’s express approval. Upon Publisher’s receipt of an acceptance email from Pay Per Connect, Publisher is entitled to participate in the Publisher Program. Pay Per Connect’s approval of Publisher’s participation may be withheld or terminated at any point, at Pay Per Connect’s sole discretion, regardless of initial acceptance.
License. During the term of this Agreement, Pay Per Connect grants to Publisher a revocable, non-transferable, non-exclusive limited license to use the Publisher Program and any data, reports, content, information, or analyses arising out of such use (the “Program Data”) solely for the purposes set forth in this Agreement.
Third-Party Publishers. Publisher hereby acknowledges and agrees that to the extent it represents or acts on the behalf of third-party affiliates/publishers or websites (“Third-Party Publishers”), Publisher assumes all liability for such Third-Party Publishers and will ensure that such Third-Party Publishers comply with the terms of this Agreement, any Campaign-Specific Terms, and all applicable laws and regulations. Without limiting any other provision of this Agreement, Publisher shall fully and completely indemnify, defend, and hold harmless Pay Per Connect for all damages arising from a Third-Party Publisher’s breach of any obligations or warranties set forth in Section 10 herein. Without limiting any other provision of this Agreement, Publisher represents and warrants that it has the ability to terminate any Third-Party Publisher’s rights to the Publisher Program or Program Data immediately. For the purposes of this Agreement, unless expressly stated otherwise, the term “Publisher” means the Publisher and any Third-Party Publishers.

3. Marketing Methods

Authorized Marketing Methods. In connection with generating Actions hereunder, depending on the marketing methods authorized under the specific Insertion Order, Publisher may be authorized to: (i) email individuals in Publisher’s proprietary database(s) (collectively, “Publisher Databases”); and (ii) feature certain Advertisements (as defined below) on websites and/or landing pages owned and/or operated by Publisher (collectively, “Publisher Website(s)”). Publishers must submit the URL of every Publisher Website utilized hereunder at least five (5) days prior to use of the same. Pay Per Connect reserves the right to reject and/or prohibit, at any time, the use by Publisher of any Publisher Website hereunder, even where Pay Per Connect previously approved of the same. Publisher must provide at least ten (10) business days’ written notice prior to effectuating any changes to any Publisher Website previously approved by Pay Per Connect and utilized hereunder, which changes must be approved anew by Pay Per Connect prior to publication of same.
Outbound Call / Text Marketing. Any and all outbound call or text-related Actions obtained from Advertisements by Publisher and provided to Pay Per Connect shall consist of individuals that have provided prior express written consent to receive text messages, callbacks, follow-up text messages, commercial telephone calls, including pre-recorded messages, robocalls and/or autodialed via automated technology, to the telephone number(s) (including wireless number(s)) provided to Publisher. For purposes hereof, the term “prior express written consent” shall have the same meaning set forth under the Telephone Consumer Protection Act (47 USC § 227) and its implementing regulations adopted by the Federal Communications Commission (47 CFR § 64.1200), as amended from time-to-time (“TCPA”). Publisher shall retain the records of each individual’s prior express written consent (“Consent Records”) for a minimum of six (6) years following creation of same, and shall provide such Consent Records to Pay Per Connect within five (5) business days of receipt of Pay Per Connect’s request at any time during that six (6) year period. Additionally, Publisher warrants to Pay Per Connect that Publisher will take all required actions necessary to comply with applicable state and federal Do Not Call (“DNC”) and telemarketing registration statutes and regulations. Publisher agrees to fully indemnify and hold Pay Per Connect harmless from and against any and all liability, claims, judgments, settlement amounts or other costs (including reasonable attorneys’ fees) incurred by Pay Per Connect in connection with Publisher’s failure or suspected failure to comply with the provisions set forth in this paragraph and/or the TCPA.
Email Marketing. Where permitted under the applicable Insertion Order, Publisher may send commercial email to the Publisher Databases in connection with generating Actions hereunder. Publisher shall be responsible for ensuring that the Publisher Databases are collected, compiled and maintained, and that each email sent is sent, in accordance with all privacy, data protection and any other laws, statutes and governmental regulations applicable to same including, without limitation, the CAN-SPAM Act of 2003, as amended (“CAN-SPAM”), state email, deceptive marketing and privacy laws including, but not limited to, the Michigan Children’s Protection Registry (https://www.protectmichild.com/senders/) and the Utah Child Protection Registry (https://www.registrycompliance.com/apply.html) and the Children’s Online Privacy Protection Act. Any costs and/or fees charged to Publisher by its Internet Service Provider related to responding to and/or managing allegations of “spam” or any other unauthorized usage complaints received from prospective email recipients, regulatory agencies or otherwise shall be borne exclusively by Publisher. Publisher is solely responsible for all consumer complaints in connection with email campaigns it conducts. Publisher shall: (a) make adequate disclosures as required by law to those in the Publisher Databases regarding its email and privacy and security policies; and (b) respond to all complaints within three (3) business days after Publisher becomes aware of the subject complaint. Publisher further represents and warrants that the email addresses in the Publisher Databases are originally compiled with the consumer’s “Affirmative Consent,” as defined in CAN-SPAM, and that all recipients have in fact opted-in to the applicable Publisher Databases. Publisher must, upon the request of Pay Per Connect, supply the Publisher Website (along with a then-current screen shot of the registration path and disclosures), and the name, date, time and IP address where the consumer signed-up and/or gave Affirmative Consent to Publisher to be contacted with such email messages. Publisher represents and warrants that it shall: (i) not falsify email header or transmission information (including, without limitation, source, destination and routing information); (ii) not use brand names and/or trademarks of another party in the subject or from lines or body of any commercial email transmission; (iii) not seek or obtain unauthorized access to computers for the purpose of sending any commercial email; (iv) include within all commercial email sent, Publisher’s correct point-of-origin email address, transmission information and routing information; (v) include within all commercial email sent, clear, prominent opt-out instructions in the email and in the first line of the text, if required by applicable law; (vi) include within all commercial email sent, a toll-free telephone number or valid email address at which recipient may contact Publisher to file complaints and/or opt-out; (vii) include within all commercial email sent, a functioning unsubscribe link which, when activated by user, actually and permanently removes the user’s email address from the applicable Publisher Databases; and (viii) include within all commercial email sent, the identifier and any disclaimers that Pay Per Connect assigned to the email.
Incorporation of Campaign-Specific Terms. All Insertion Orders between the Parties and any other document or media containing Campaign-Specific Terms are incorporated into this Agreement by reference. Publisher agrees to comply with all Campaign-Specific Terms. In the event of a conflict between the terms of this Agreement and any Insertion Order or other Campaign-Specific Terms, the Insertion Order or Campaign-Specific Terms shall govern as to the underlying Campaign and this Agreement shall govern as to all other matters. Pay Per Connect reserves the right to, in its sole discretion, approve or deny Publisher to work on a specific Campaign without affecting any other aspect of this Agreement.
Creative. Publisher will provide Pay Per Connect with graphic, textual, audio, artwork, or other material for display and use in connection with a specific Campaign (collectively, ‘Creative’). Publisher may only use Creative that has been approved in advance by Pay Per Connect. Any unapproved alterations to Creative could result in false advertising, which Pay Per Connect cannot endorse for payment. If Pay Per Connect determines that Creative has been altered without its approval, Pay Per Connect may suspend payments owed to Publisher while investigating the matter.

4. Marketing Restrictions

No Incentivized Marketing. Other than where permitted by Pay Per Connect in writing or in an Insertion Order, in advance, Publisher shall not use ANY “incentivized marketing” or establish, or cause to be established, any promotion that provides any sweepstakes entries, rewards, points or other compensation to be earned in connection with generating Actions, nor create the appearance of incentivized marketing or otherwise attempt to induce consumers to provide Action-related information through use of any other incentives.
Fraudulent Reporting. Publisher may not, nor knowingly permit any person to, inflate the number of Actions through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, adware, device, program, robot, iFrames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person completing an Action registration form. Publisher may not: (i) place any statement in close proximity to the Advertisements requesting that end-users “click” on or fill-out the applicable Action registration form (e.g., “Please click here”); (ii) place misleading statements in close proximity to the Advertisements; (iii) take control of an end-user’s computer by delivering Advertisements that the end-user cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; (iv) install or execute on another’s computer one or more additional software program(s) without consent of the end-user (in addition, Publisher must clearly provide instructions to disable the software, such that the software is easily identifiable and the removal can be performed without undue effort or knowledge by the end-user); and/or (v) distribute spyware or other similar harmful software.
No Social Media Promotion. Without Pay Per Connect’s prior written approval in each instance, Publisher may not: (i) include or promote any Advertisements in, by and/or through any blogs, news articles or other social media outlets; or (ii) use any endorsements or testimonials in connection with marketing the Advertisements.
No Third-Party Trademarks. Unless authorized in writing in advance by Pay Per Connect, Publisher may not use third-party trademarks or any other term excluded in any applicable Insertion Order, in any manner to direct traffic to any Publisher Websites. This prohibition includes, but is not limited to, purchasing keywords from search engine service providers (“Paid Search Networks”), or purchasing inclusion in search engine networks (“Paid Inclusion Networks”), where the associated keywords include the trademark, service mark and/or brand name of any third party, or any derivative or misspelling of any such trademark, service mark or brand name. Publisher must provide all text and proposed keywords/phrases that it would like to bid on (“Keyword Text”) to Pay Per Connect for approval or editing, prior to submitting same to any Paid Search Network or Paid Inclusion Network. Without limiting the foregoing, Publisher must not violate the rules, requirements or regulations of any Paid Search Network or Paid Inclusion Network, and Publisher shall fully indemnify and hold harmless Pay Per Connect from and against any and all liability, claims, judgments, settlement amounts or other costs (including reasonable attorneys’ fees) incurred by Publisher arising out of or in connection with such a violation.
No Inappropriate Content. Publisher will not use inappropriate content on, or in connection with, the Advertisements, Publisher Websites and/or email messages sent to the Publisher Databases including, without limitation, content that promotes or contains language referring to: (i) the use of alcohol, tobacco or illegal substances, nudity, sexually explicit material, pornography, profanity, adult-oriented content, expletives or inappropriate language; (ii) illegal or unethical activity, deceptive acts, racism, hate, material that promotes violence, “spam,” mail fraud, gambling, pyramid schemes, investment opportunities or illegal advice; (iii) libelous, defamatory, infringing, false or misleading content, or other content that is contrary to public policy; (iv) content that may expose Pay Per Connect to negative publicity; (v) piracy (of software, videos, audio/music, books, video games, etc.) hacking/cracking/phreaking, emulators/ROMs, or distribution of copyrighted materials; (vi) content that violates the rights of others, such as intellectual property or privacy rights; (vii) activities generally understood as Internet abuse including, but not limited to, the sending of unsolicited bulk electronic mail; or (viii) content that is otherwise offensive or inappropriate in Pay Per Connect’s sole discretion.
No Brokering. Publisher shall not, under any circumstances, broker the Agreement and/or the associated Campaigns other than where Pay Per Connect provides its prior express written approval.
Auditing Rights. Pay Per Connect shall have the right to audit, at its own expense, Publisher’s documents, books, and records relating to its performance of this Agreement. Pay Per Connect audit rights under this Section shall continue for so long as Publisher is required to maintain consent records under the terms of this Agreement.

5. Suppression Lists

With respect to any email suppression list generated by Publisher hereunder, or provided to Publisher by Pay Per Connect (collectively, the “Suppression List”), Publisher shall: (a) use such Suppression List, and the individual customer records contained therein, solely for the suppression purposes set forth herein, even after any termination of the Agreement; (b) regularly use such Suppression List to remove any and all email addresses contained therein from the receipt of future commercial email messages; (c) not retain a copy of any Suppression List following termination of the Agreement; (d) not use any Suppression List for purposes of email appending in any manner whatsoever; (e) hold any Suppression List made available by Pay Per Connect in trust and confidence; and (f) not disclose any Suppression List made available by Pay Per Connect to any employee, consultant, subcontractor or third party individual, corporation or entity without first ensuring said party’s written agreement to be bound by the terms of the Agreement. Publisher further agrees and acknowledges that: (i) it has downloaded and removed the domains located on the Federal Communications Commission’s (“FCC’s”) wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any and all current data used in mailings hereunder; and (ii) any and all new data that it acquires, regardless of its source, will be scrubbed against the FCC’s wireless domain names list and that the domain names contained therein will be removed before sending any mailings hereunder. Publisher shall provide Pay Per Connect with a copy of the Publisher-generated Suppression List at least once per week. If no such email addresses are supplied by Publisher, Pay Per Connect may conclude that no such addresses exist.

6. Term and Termination

Term. This Agreement shall begin on the date first agreed to by the Publisher (the “Effective Date”) and remain in effect for an initial term of one (1) year. Unless terminated by either Party upon thirty (30) days’ notice prior to the end of the initial term or any renewal term, the Agreement shall automatically renew for successive one (1) year terms.
Termination. Either Party may terminate this Agreement, or any Insertion Order or Campaign, at any time, with or without cause, upon two (2) business days’ prior written notice to the other Party. In the event that either Party (i) files a voluntary petition in bankruptcy or (ii) makes an assignment for the benefit of its creditors, this Agreement shall automatically terminate. Pay Per Connect may terminate this Agreement immediately upon written notice if Publisher breaches any of the material terms of this Agreement.
Effect of Termination. Upon termination of this Agreement, any and all licenses and rights granted to Publisher in connection with this Agreement shall immediately cease and terminate. Further, upon termination of this Agreement, Publisher will: (i) immediately discontinue the use of the Publisher Program and any Program Data; (ii) immediately cease to use, and remove from the Publisher’s Websites, any and all Creative, Advertisements and/or related materials made available to Publisher in connection with Publisher’s participation in the Publisher Program; and (iii) immediately cease transmitting any and all emails, text messages, phone calls, or other communications in connection with any Campaign. In the event of termination of this Agreement, Sections 1 and 10–17, and all other indemnification obligations shall survive.

7. Advertisements

Publisher will provide Pay Per Connect with all Creative and marketing materials, including, but not limited to, banners, buttons, links, co-registration forms, emails, audio and video files, content, text, graphic files, and similar media and/or data, to be used in connection with generating Actions hereunder (“Advertisements”). Publisher must obtain prior written approval from Pay Per Connect for any Advertisements before using them. Additionally, Pay Per Connect will have sole discretion regarding the creation of the ‘subject’ and ‘from’ lines used in any emails sent by Publisher. No other Creative may be used by Publisher in Advertisements without first obtaining express written permission from Pay Per Connect. Publisher will remain fully liable for any Advertisements it provides to Pay Per Connect for approval, even if such Advertisements are approved by Pay Per Connect. If Pay Per Connect decides to cancel the use of any Advertisements, Publisher must cease distribution and/or use of the Advertisements on Publisher Databases and Publisher Websites within twenty-four (24) hours of receiving Pay Per Connect’s written request. Publisher will not edit, modify, deviate from, or otherwise change any Pay Per Connect approved Creative for Advertisements without prior written approval from Pay Per Connect. If Publisher makes any unapproved changes to the Advertisements, Pay Per Connect reserves the right to withhold any amounts generated from or reclaim any previously paid amounts to Publisher (‘Forfeiture’). This Forfeiture is in addition to any other legal or equitable remedies available to Pay Per Connect, including indemnification obligations arising under this Agreement.

8. Payment

Fees. Publisher will earn Fees on qualified Actions as set forth in the Insertion Order or other Campaign-Specific Terms. Pay Per Connect may modify or change the Fees at any time upon notice to Publisher, including by email, and at Pay Per Connect’s sole discretion. Publisher’s continued participation in the Publisher Program after a change to the Fees constitutes acceptance of the revised Fees.
Payment Terms. All Fees will be paid in US Dollars ($USD) via Pay Per Connect’s company check or other means expressly agreed upon in writing by both Parties. Payment terms will be outlined in the executed Insertion Order (IO), and Publisher shall submit invoices to Pay Per Connect according to the specified terms in the IO. In the event that Publisher materially breaches the terms and conditions of this Agreement or, in Pay Per Connect’s reasonable judgment, commits fraud, Pay Per Connect reserves the right to withhold or, if payment has already been made, reclaim any and all amounts generated by Publisher. Additionally, Publisher will be responsible for paying any applicable taxes owed to taxing authorities related to its activities under this Agreement, excluding taxes based on Pay Per Connect’s net income.
Publisher ID. It is Publisher’s sole responsibility to ensure that all Actions occur through the Publisher ID so that the Parties may each track Publisher’s Actions and Fees with accuracy. Where used in technical form, such as an affiliate link, Publisher agrees to monitor its Publisher ID to ensure its proper functioning. Publisher IDs may not be applied to Actions retroactively and Pay Per Connect shall not be responsible for payment on any Actions generated outside of the Publisher ID.
Tracking and Disputes. Pay Per Connect shall be exclusively responsible for tracking all Fees due to Publisher, which shall be visible to Publisher through reports. Pay Per Connect will provide reports and Publisher agrees to invoice Publisher based on Publisher reporting. In the event that Publisher reasonably believes Pay Per Connect’s tracking for a given calendar month is inaccurate, no later than seven (7) days after the close of such month, Publisher shall provide Pay Per Connect with all evidence supporting the alleged error, and the Parties shall work together in good faith to resolve the matter to their mutual satisfaction. In the event the Parties are unable to agree, then Pay Per Connect’s reasonable decision shall govern.

9. Fraud; Suspension of Publisher

Fraud. Pay Per Connect has a zero-tolerance policy with respect to Publisher fraud. Without limiting any other provision of this Agreement, Pay Per Connect reserves the right, in Pay Per Connect’s sole and absolute discretion to terminate this Agreement and/or Publisher’s account, at any time without liability to Pay Per Connect, should Pay Per Connect determine, in its sole and absolute discretion, that Publisher engages in fraud, deception, dishonesty, unlawful acts, or any other misconduct that causes harm to Pay Per Connect or its Advertisers (collectively, “Fraud”).
Forfeiture. If Pay Per Connect determines that Publisher has engaged in Fraud, Publisher will forfeit its entire Fee for all Campaigns and Publisher’s account will be terminated immediately.
By Third-Party Publishers. Upon notice by Pay Per Connect to Publisher that a Third-Party Publisher is engaging, or has engaged, in any activity prohibited by this Agreement, including, but not limited to, Fraud, Publisher shall immediately terminate its relationship with such Third-Party Publisher, as it pertains to the Third-Party Publisher’s participation in the Publisher Program. If Publisher is notified that a Third-Party Publisher is engaging, or has engaged, in prohibited activities, and Publisher fails to terminate its relationship with such Third-Party Publisher within three (3) days of notice by Pay Per Connect, Pay Per Connect reserves the right to immediately terminate this Agreement. Further, in the event that Pay Per Connect determines, in its sole discretion, that a Third-Party Publisher is engaging, or has engaged, in prohibited activities, including Fraud, company shall recalculate and withhold the Publisher’s Fees accordingly. For clarity, Pay Per Connect reserves the right to withhold or recalculate amounts generated by Fraud and other prohibited activity of Third-Party Publishers, regardless of whether Publisher participated in or knew about the prohibited activity.

IN WITNESS WHEREOF, the Parties have executed this Agreement at the date of mutual execution of an associated Insertion Order (IO), constituting a legally binding and enforceable agreement between Pay Per Connect and Publisher.