Publisher Agreement

Effective December 14, 2017

This Publisher Agreement (“Agreement”) is entered into by and between REVPIE, LLC, a limited liability company existing pursuant to the laws of the State of Washington, located at 13115 NE 4th Street, Suite 220, Vancouver, Washington 98684 (“RevPie”), and You, a company or an individual, (“Publisher” or “You”), (collectively, “the Parties”). This Agreement sets forth the Parties’ rights and obligations regarding RevPie’s services, described in more details below and in the applicable Insertion Order(s).

REVPIE is in the business of providing an online marketplace platform where Advertisers for consumer financial products and other related services can provide Offers, and Publishers can review these Offers and participate in advertising campaigns by directing consumers to Advertisers’ products and services;

You are a Publisher that desires to participate in the RevPie marketplace by reviewing the available Offers from Advertisers, and devising marketing campaigns to direct consumers towards the Advertisers’ website(s).

DEFINITIONS:

RevPie owns and/or operates a technical online platform that allows for Advertisers and Publishers to connect on various advertising and marketing campaigns. Collectively, the services offered by RevPie through this program shall be referred to as the "Service" or “Services”.

“Advertiser” An individual or corporation that has created their own marketing assets, in order to advertise a particular consumer finance product and/or service

“Offer” Digital advertising campaigns related to online advertisers or advertisements to gain traffic to a specific landing page or to get a customer to respond to a payable action.

“Publisher” An individual, or corporation responsible for the advertising and marketing of consumer finance products and services, using varied digital assets and channels, for the purpose of directing consumers to fill out the online application at an Advertiser’s website

NOW THEREFORE, in consideration of the above, and the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which both Parties acknowledge, the Parties, intending to be legally bound, do agree as follows:

  1. Scope
    1. Publisher agrees that this Agreement will apply to any Account established with RevPie, and all Services that Publisher receives and/or participates in with RevPie. In the event of any conflict, the order of interpretation will be (1) this Agreement, (2) any technical document respecting a particular service, and (3) the terms and conditions as part of any applicable Insertion Orders that may be in place between the Parties. The terms of any such agreements are considered confidential and independent of this Agreement.
    2. Account. Publisher will be required to provide information, such as identification and/or contact details, in order to establish an account to access and use the Service on www.revpie.com. Should Publisher’s registration information change at any time, Publisher is required to update the registration/account information in order to continue using the Service. Publisher agrees that any registration information provided to RevPie will always be accurate, correct and up to date.
  2. Changes to the Agreement
    1. This Agreement and its terms and conditions are subject to change by RevPie at any time. Changes shall become effective at time of publication on the RevPie platform. Publisher agrees that RevPie may provide notice or other information to Publisher by posting it on the RevPie website(s), or via electronic delivery, using the registration information provided.
    2. Publisher must have internet access and an e-mail account to receive communications and information relating to the services.
    3. Changes may include, without limitation, changes in the payout structure, payment procedures and other Services-related policies; provided, however, that: (i) any amendment or modification to provisions applicable to disputes will not apply to any disputes that arise before the applicable amendment or modification; and (ii) any amendment or change to payment provisions under these terms and conditions will not apply before the applicable amendment or change takes effect.
    4. RevPie reserves the right to charge a reasonable fee to provide a paper copy to the mailing address listed in the registration information.
  3. Termination
    1. Either party may terminate this Agreement immediately, at any time and for any reason. Notice of termination may be made by email, and by either party. Upon termination, Publisher will immediately refrain from accessing and/or using the Service(s). RevPie reserves the right, in its sole and absolute discretion, to remove any campaign from the marketplace at any time for any reason. RevPie further reserves the right to immediately terminate Publisher’s access to its site at any time with notice.
      1. Upon termination of this Agreement, all licenses and rights granted to each party by the other in connection with this Agreement terminate automatically. Publisher must stop using the Service(s) immediately. Each party will return or destroy all Confidential Information that was exchanged between the Parties, and if RevPie requests, Publisher, or an authorized representative on Publisher’s behalf, must certify that all such Confidential Information of RevPie was returned or destroyed in accordance with this Agreement. Any termination of this Agreement will not affect any obligations that, by their nature, are intended to survive termination, including without limitation, obligations regarding payment, confidentiality and indemnification, which will survive for a period of one (1) year from the date of termination.
  4. Commission Fees and Payments
    1. Publisher will earn commission fees on qualifying actions as set forth in the corresponding Insertion Order.
    2. RevPie will compile, calculate and electronically deliver, via the Publisher’s RevPie account, an invoice with the Publisher's compensation every Monday. RevPie’s figures and calculations will be final and binding. Should Publisher have any questions regarding the data and/or calculations, Publisher must submit a request for more information in writing within five (5) days of Publisher's receipt of such data; otherwise, the information will be deemed accurate and accepted as such by Publisher without further right to dispute the accuracy of the invoice.
    3. Payments are made electronically via wire transfer immediately after invoice issuance and calculation every Monday. The first payment will be made on the Monday following the date Publisher signs up for the Service(s). The minimum transfer value that will be made in any week is $100.00. Commissions less than this amount will be rolled over to the following week's commissions until the minimum transfer value is met.
    4. Upon termination of this Agreement, except where otherwise provided, all payments that are due to Publisher will be paid during the next billing cycle
    5. Publisher’s account must have a unique valid taxpayer identification number (TIN) or valid Social Security Number associated with it. Publisher must have a valid, completed Form W8 or Form W9 on file with RevPie, and RevPie will have no obligation to pay Publisher until the appropriate form is filed with it.
    6. In the event that Publisher is also an active Advertiser of RevPie, and fails to provide payment to RevPie in accordance with the payment terms of any applicable Advertiser agreement, RevPie reserves the right to off-set any and all amounts owed to RevPie for its services under the applicable Advertiser agreement from the commissions earned by Publisher under this Agreement.
    7. In addition to any other remedies available to RevPie under these terms and conditions, RevPie reserves the right to (i) decline to pay or otherwise compensate Publisher for any clicks or actions that are generated using fraudulent or deceptive means, or in violation of Applicable Law; (ii) set off against any future payments owed to Publisher or seek reimbursement or charge backs for clicks or actions that are generated using fraudulent or deceptive means, duplications or inaccuracies, technical errors, tracking discrepancies, and (iii) set off or seek reimbursement for any payments made in violation of these terms and conditions. RevPie will not withhold interest or late payment fees on any commissions, or other payments held or withheld by RevPie, unless RevPie otherwise explicitly agrees in a signed writing to do so. You will be responsible for paying any and all applicable taxes (if any) due to all taxing authorities arising from, or in connection with, your participation in the Service.
  5. Representations and Warranties. Each party represents and warrants that:
    1. Each party has full power and authority to enter into this Agreement, which is legally binding and the execution, delivery and performance of this Agreement will materially comply with all Applicable laws, rules and regulations;
    2. Neither party use any fraudulent or deceptive means to perform this Agreement;
    3. Each party will ensure that for every consumer facing website utilized for advertising and marketing related to the Services, their respective Privacy Policies, as well as Terms & Conditions/Use will
      1. At all times comply with all applicable rules, laws and regulations;
      2. Permit the Services to be rendered in accordance with this Agreement; and
      3. Provide a method whereby copies will be made available to the consumer upon request
    4. Operations will not violate any other party's intellectual property rights;
    5. Each party will enter into Agreement with and will provide the Service to individuals and entities in direct competition with the other;
    6. During the term of this Agreement, and for a period of two (2) years after termination of this Agreement, neither party will use the other party's content as a prospecting tool for purposes of soliciting any Advertiser;
    7. Neither party will provide services under this Agreement via a website or link to other websites that contain any pornographic, racial, ethnic, political, software pirating (e.g., Warez) or hacking, hate-mongering, or otherwise objectionable content;
    8. Each party will promote Campaigns strictly in accordance with the terms and conditions of this Agreement, including any and all restrictions placed on services by either party from time to time;
    9. Marketing services will not include or use paid or sponsored search results, or spyware or adware to promote any campaign unless it is explicitly and expressly allowed as part of a Campaign;
    10. No content provided by one party to the other will be modified in any manner without the other party's written consent.
  6. Publisher represents and warrants that:
    1. Publisher shall not, and shall not permit any user to, engage in any activity that violates Industry Best Practices, or any applicable rules, regulations or laws;
    2. Publisher shall read and shall follow Google Adwords Advertising Regulations and Guidelines in their most current form
    3. Publisher shall immediately notify RevPie if Publisher is aware, or has reason to believe that there is potential for any complaint, litigation, or threatened litigation regarding Publisher’s relationship with RevPie or Publisher’s advertising practices.
    4. Publisher’s media (i.e. content, copyrighted material, products, and services displayed on your media properties, such as your website, affiliated websites, and third-party websites used to provide services) will not include any of the following: (A) site that consists solely of a list of links or advertisements; (B) site whose content consists solely of an advertisement from a Campaign; (C) site that offers incentivized means to cause users to click on ads; (D) A site that includes spawning process pop-ups or that causes more than one pop-up window to appear; (E) Third-party website internal communications systems, including but not limited to internal website email (e.g. Facebook.com email), bulletin boards, or chat rooms; (F) Content or material that may infringe on any personal property rights, intellectual property rights or rights to be free of tortuous, profane or obscene behavior.
  7. Compliance
    1. Publisher agrees to allow RevPie to monitor all activities or actions used pursuant to this Agreement, through any means available to RevPie, including but not limited to: (a) using a seed email account and/or telephone number; (b) using third party monitoring services; (c) using proprietary monitoring systems, including but not limited to monitoring of IP usage; (d) verifying content and user experience on Publisher’s site(s), as well as content on the offer wall and in each campaign;
    2. RevPie reserves the right to decline any Publisher’s sites prior to the initiation of the Campaign, for any reason, including if any fraud was detected or reported by the Advertiser(s). RevPie may modify the content in the Campaign(s), as necessary, to ensure compliance with this Agreement and applicable laws, rules and regulations;
    3. RevPie retains the right to audit, or to have its agent audit, Publisher's books and records for the purpose of verifying compliance with the terms of this Agreement and ensuring that no fraudulent activity has taken place. The audit shall be conducted at RevPie’s expense unless the audit reveals that Publisher has violated the terms of this Agreement or otherwise committed fraud, in which case, Publisher shall bear the costs of the audit;
    4. RevPie reserves the right to pause/suspend a Publisher’s account at any time, for any reason. If RevPie has reason to believe the Publisher’s account has (i) transferred fraudulent clicks; (ii) violated any prohibitions contained in this Agreement; or (iii) violated any applicable laws, rules and/or regulations, RevPie will freeze Publisher’s account and prohibit access to that account (including a suspension of payment obligations). RevPie shall have final determination on what is considered fraud under these circumstances;
    5. Publisher agrees to provide reasonable information requested by RevPie that is reasonably related to your compliance with the terms of this Agreement;
    6. RevPie may, in a CPC or CPA campaign following a reasonable determination in RevPie’s sole discretion that an action or click is invalid (whether because the action or click was caused by fraud or otherwise), seek a refund or setoff of future payments (or both) from You for the value of any payments previously made by RevPie to You that reasonably related to that invalid action or click. RevPie may seek such refunds or setoffs at any time during this Agreement and for up to one (1) year following the termination of this Agreement.
  8. Confidential Information
    1. The term "Confidential Information," means (i) either party’s proprietary information; (ii) information marked or designated by either party as confidential; (iii) information otherwise disclosed by either party in a manner consistent with its confidential nature; (iv) the terms and conditions of the Agreement, including pricing information; (v) Unaccepted/Unpaid Leads and any and all information contained in the Unaccepted/Unpaid Leads; and (vi) both party’s information that is conveyed to the other party, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by the other party to be treated as confidential. The parties acknowledge that, as a result of the provision of services pursuant to the Agreement, one party may disclose Confidential Information (“Disclosing Party”) to the other party (“Receiving Party”). Therefore, the Receiving Party agrees that it will make no disclosure of the Disclosing Party’s Confidential Information without obtaining the Disclosing Party’s prior written consent.
    2. Notwithstanding anything contained herein to the contrary, confidentiality provisions shall not apply where the Receiving Party can demonstrate with clear evidence that the information: (i) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (ii) became publicly known through no wrongful act of the Receiving Party; (iii) was rightfully and lawfully received by the Receiving Party from a third party who was not bound under any confidentiality provisions; or (iv) was disclosed pursuant to judicial order, requirement of a governmental agency with jurisdiction or by operation of law, provided however that the Disclosing Party takes all reasonable and legal steps to minimize the scope and impact of such disclosures. This Section 8 shall survive any termination of the Agreement until the subject Confidential Information is no longer protectable under Applicable Laws and Regulations.
    3. Nothing contained in these Terms and Conditions will be construed as granting or conferring any rights, title or interest in or to any Confidential Information of either party. All Confidential Information will remain the property of the disclosing party and the Parties agree to return, or destroy, all Confidential Information and any copies contain all or any portion of Confidential Information to the disclosing party immediately upon written request;
    4. The information and services provided by each party are proprietary in nature and, by accepting these Terms and Conditions, each party acknowledges that it is not a competitor of the other and agrees not to share any such information with any competitors of each other. You further agree that monetary damages for breach of this Section 8 may not be adequate and that the disclosing party will be further entitled to injunctive relief, without the requirement to post bond. This Section will survive any termination of this Agreement for a period of two (2) years, or for as long as the Confidential Information in question remains a trade secret under applicable laws and regulations, whichever period is longer.
  9. Proprietary Right
    1. Both Parties acknowledge and agree that each party owns all legal right, title and interest in and to their respective Services including any intellectual property rights that subsist in the Services. The availability of the Service does not operate to act as a waiver of any rights related to those items, and each party does not acquire any transfer of ownership rights to what the other party makes available through its respective Service.
  10. Warranties
    1. TO THE FULLEST EXTENT OF THE LAW, REVPIE MAKES NO WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, EXPRESS, IMPLIED, ORAL OR OTHERWISE, TO THE OTHER PARTY OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN.
    2. PUBLISHER EXPRESSLY UNDERSTANDS AND AGREES THAT USE OF THE SERVICES PROVIDED IS AT THE PARTY'S SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS”, WHERE IS", AND "AS AVAILABLE", WITH ALL POTENTIAL FAULTS. THE SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
    3. REVPIE DOES NOT REPRESENT OR WARRANT THAT PUBLISHER’S USE OF THE SERVICE OR ANY THIRD PARTY COMPONENTS AND INFORMATION (1) WILL MEET REQUIREMENTS, (2) WILL PRODUCE THE RESULTS OR REVENUE SOUGHT, OR (3) WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR (4) WILL BE ACCURATE OR RELIABLE; OR ANY ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES PROVIDED PURSUANT TO THE SERVICE WILL BE SECURE OR EFFECTIVE; OR ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED AS PART OF THE SERVICE WILL BE CORRECTED. REVPIE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO (1) QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF BACKED UP DATA, PERFORMANCE OF SERVICE; AND (2) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. PUBLISHER AGREES THAT IT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS RESPECTIVE COMPUTER SYSTEM OR OTHER DEVICE OF LOSS OF DATA THAT RESULTS FROM PARTICIPATION IN THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY FROM EITHER PARTY WILL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
  11. Limitation of Liability
    1. UNDER NO CIRCUMSTANCES WILL REVPIE BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS OR LOST REVENUES (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, LOST BUSINESS OPPORTUNITIES, LOST CUSTOMERS OR LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSS), UNDER ANY LEGAL OR EQUITABLE THEORY OF LIABILITY, WHETHER INCURRED BY PUBLISHER OR ANY THIRD PARTY, EVEN IF THE PARTY HAD BEEN ADVISED OF THEIR LIKELIHOOD; OR ANY LOSS OR DAMAGE THAT MAY BE INCURRED BY SUCH PARTY, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE ARISING FROM ANY REASON.
    2. THE LIMITATIONS ON LIABILITY IN THIS SECTION 13 WILL APPLY WHETHER OR NOT EITHER PARTY HAS ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. THE EXCLUSIONS OF WARRANTY AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF BARGAIN AND THE PARTIES WOULD NOT ENTER INTO ANY LEGAL AGREEMENT TO PROVIDE THE SERVICE WITHOUT AGREEMENT TO THESE EXCLUSIONS AND LIMITATIONS. EACH PARTY'S LIABILITY TO THE OTHER SHALL NOT EXCEED $1,000.
  12. Indemnification
    1. Publisher will defend, indemnify, and hold harmless RevPie, and its directors, officers, members, shareholders, technology, employees, contractors, affiliates and agents (the “Indemnified Parties’) from all claims, actions, losses, liability, damages, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively “Claims”) arising from a breach of this Agreement including, but not limited to, Pubslisher’s representations and warranties.
  13. General Legal Terms
    1. Force Majeure. Neither party will be liable or considered in breach of the Terms and Conditions on account of delay or failure to perform as required under the Terms and Conditions due to, arising or resulting from any causes or conditions that are beyond the reasonable control of the party which such party is unable to overcome through the exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, each party to notify the other and use commercially reasonable efforts to minimize the impact of any such event.
    2. Notices. Each party may provide notices to the other, by email, regular mail, or postings on the Service to the address and other contact information provided in this Agreement or as part of any related Insertion Order(s).
    3. Dispute Resolution. Arbitration. Any disputes hereunder that relates to or arises out of this Agreement or from any other agreement between us, or other services or benefits Publisher receives or claims to be owed from RevPie, will first be privately negotiated in good faith between the Parties within forty-five (45) calendar days commencing upon written notice from one Party to the other. If the Parties fail to privately resolve any dispute, the Parties shall submit the dispute to the American Arbitration Association (AAA) pursuant to the Commercial Arbitration Rules before a single arbitrator in the State of Washington.
    4. Governing Law and Venue. It is mutually understood and agreed that this Agreement shall be understood and interpreted in all respects according to the law of the State of Washington. Furthermore, it is understood that this Agreement shall be treated as though it were executed in the County of Clark in the State of Washington, and to have been performed in the County of Clark in the State of Washington.
    5. No Waiver of Rights. Publisher agrees that if RevPie does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which RevPie has the benefit of under any applicable law), this will not be taken to be a formal waiver of RevPie’s rights and that those rights or remedies will still be available to RevPie. Nothing contained in this Agreement will be construed to limit any legal remedies available to RevPie.
    6. Assignment. This Agreement may not be assigned or otherwise transferred by Publisher without the express written consent of RevPie.
    7. Signature. This Agreement is executed by the Parties to evidence their mutual intent to create binding obligations by means of execution of documents.
      1. Reference to the word "documents" in this paragraph will mean this Agreement, any amendments to this Agreement, all applicable IOs and any amendments to the same, and any other agreements that RevPie may make available from time to time. All documents properly executed by means of facsimile, electronic facsimile, electronic signature or transmitted as set forth in this Agreement shall be considered, in connection with any transaction or this Agreement, to be a "writing" or "in writing", and any such document shall be deemed for all purposes (a) to have been "signed" and (b) to constitute an "original" when printed from electronic files or records established and maintained in the normal course of business.
      2. If this Agreement is to be signed electronically, then Publisher agrees that an electronic signature shall have the same force and effect and will bind Publisher to this Agreement in the same manner and to the same extent as a physical signature would do, in accordance with the Electronic Signatures in Global and National Commerce Act ("ESIGN") to the extent applicable. Publisher also agrees that this Agreement and all related documents are electronic records and that, as such, they may be transferred, authenticated, stored and transmitted by electronic means.
    8. Miscellaneous. The Parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the Parties. This Agreement will be binding on, inure to the benefit of and be enforceable against the Parties, successors and assigns. Except as provided herein, neither party shall assign their rights and obligations under this Agreement, unless a proper notice provided to the other party.
    9. Electronic Signatures. You acknowledge and agree that by clicking on the button labeled “Finish” or such similar links as may be designated by RevPie to accept this Agreement, You are submitting a legally binding electronic signature and are entering into a legally binding contract.  You acknowledge that Your electronic submission constitutes Your agreement and intent to be bound by this Publisher Agreement.  By clicking on the button labeled “Finish” or such similar links as may be designated by RevPie to accept this Agreement, You further acknowledge that You (i) have read and understand the terms, covenants, conditions and limitations of this Agreement; (ii) agree that it is Your intention to be bound by such; and (iii) have read and understand the most recent edition of the Online Lenders Alliance “Best Practices” and agree that it is Your obligation to adhere Your conduct to such industry specific “Best Practices” as applicable to Your commercial activities and more specifically, to the services You provide to RevPie as governed by and under this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY REVPIE. Further, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.