Partner Terms

By indicating agreement with these General Terms and Conditions for Partners (“Partner Terms“), either by clicking “I Accept” or through a similar action, you are entering a binding agreement with Auth-analytics (“Supplier“). This agreement applies to you as an individual or, if you represent an organization, to that organization (referred to as the “Partner“).

By clicking “I Accept” or similar, you (A) acknowledge understanding of the Partner Terms, (B) affirm that you have the authority to agree on behalf of the Partner, and (C) accept and agree to be legally bound by the Partner Terms. If you disagree with the Partner Terms, refrain from clicking “I Accept” or taking any similar action, as it will prevent access to the products.

Auth-Analytics and the Partner may each be called a “Party” individually and collectively referred to as the “Parties.”

1. Definitions

Terms capitalized but not defined in these Partner Terms have the following meanings:

(a) Advertiser: A third-party promoting goods or services with whom the Partner collaborates to endorse an Offer.

(b) Authorized User: Individuals authorized by the Partner to access and utilize the Cloud Services, including approved third parties under Section 2(a)(ii), as per Partner’s restrictions and obligations. Ineligible individuals or classes cannot be Authorized Users.

(c) Cloud Services: Any on-demand, subscription-based solution or technology service hosted, supported, and operated by the Supplier, along with related documentation, embedded third-party content, and Supplier materials required for Partner’s Cloud Services use as per Partner Terms. Third-Party Content is excluded from Cloud Services.

(d) Commission: The agreed payment amount from the Advertiser to the Partner upon Conversion.

(e) Conversion: Achieving a desired outcome for an Advertiser as outlined in an Offer, tracked and measured by Cloud Services.

(f) Corporate Affiliate: Any entity directly or indirectly linked or under common control or ownership with a Party and managed in common with that Party.

(g) Documentation: Supplier’s technical and functional documentation, including user manuals, operation instructions, installation guides, release notes, and online help files, subject to Supplier revisions.

(h) “IP Rights” cover all present and future rights related to patents, copyrights, trademarks, trade secrets, database protection, design rights, or other intellectual property laws worldwide.

(i) “Marks” encompass logos, tradenames, trademarks, service marks, work marks, and trade dress of a Party, whether registered or not.

(j) “Offer” denotes the agreement between Partner and Advertiser, where the Advertiser compensates the Partner for specific advertising results.

(k) “Partner Data” includes information, data, and content provided by the Partner or Authorized Users to Supplier or its Corporate Affiliates or Personnel using Cloud Services, excluding Supplier Materials.

(l) “Partner Interface” is the portal granting limited access to certain Cloud Services for Partner, facilitating connections with Advertisers for managing Advertisers’ Offers. It’s a type of Cloud Service.

(m) “Personnel” refers to any employee, director, officer, or subcontractor of a Party or its Corporate Affiliate.

(n) “Products” collectively refer to Cloud Services and Support Services.

(o) “Supplier Materials” encompass all information, data, documents, materials, content, methods, processes, technical or functional descriptions, database structures, requirements, plans, reports, devices, hardware, software, websites, technologies, and inventions developed, provided, or utilized by Supplier or its Personnel for the Products. Supplier Materials include Usage Data but exclude Partner Data or Third-Party Content.

(p) “Support Services” refer to the standard and premium customer support and maintenance services provided by Supplier to Partner as outlined in the Partner Terms.

(q) “Territory” denotes the geographic region where Partner is authorized to use the Products, encompassing all countries not excluded by Section 15(a) of the Partner Terms. Supplier retains the right to designate any country as ineligible for Product use.

(r) “Usage Data” comprises data generated by Supplier or its Products based on information derived from Partner’s use. This includes measurement data related to Partner’s interactions with Advertisers, end user profiles, visits, sessions, impressions, clickthrough or clickstream data, and any derived statistical or analytical information. Usage Data is deidentified to protect natural person identities.

2. Usage Rights; License

(a) Rights Granted & Permitted Use

(i) Cloud Services

Auth-Analytics grants Partner a limited, non-exclusive, non-transferable license to access and use the Partner Interface during the Term. This access is restricted to Authorized Users within the Territory for managing relationships with Advertisers. Additional terms for other Cloud Services can be found in Appendix A of the Partner Terms (“Product Specific Terms” or “PSTs”), applicable when Partner uses specified services. All other rights are reserved by Auth-Analytics. Partner is responsible for ensuring Authorized User compliance with the Partner Terms and assumes liability for their actions.

(ii) Third-Party Authorized Users

  • Corporate Affiliate Use

Partner may authorize Corporate Affiliates and their employees to use Cloud Services, provided they are bound by the Partner Terms through an executed Order Form. Partner is responsible for licensed usage by Corporate Affiliates and their Authorized Users, and both parties are jointly liable for Cloud Service use.

  • Service Provider Use

Partner may allow third-party Service Providers to use Cloud Services as necessary for Partner’s intended use under the Partner Terms. This use is subject to a written agreement between Partner and Service Providers, ensuring compliance with terms similar to the Partner Terms. Partner is responsible for licensed usage by Service Providers and jointly liable for their use of Cloud Services, ensuring they are not used for the Service Provider’s own operations or for providing services to other parties.

(b) Usage Guidelines. Partner agrees to abide by the following usage guidelines when accessing or using the Cloud Services:

Authorized Use: Partner will only access and use the Cloud Services as permitted by the Partner Terms.

Restrictions: Without explicit permission from the Partner Terms, Partner shall not:

i. Attempt to reverse engineer, decompile, or derive source code from the Cloud Services.

ii. Modify, create derivative works from, or alter the data structures of the Cloud Services.

iii. Transfer, sell, sublicense, or lease the Cloud Services to third parties.

iv. Provide access to the Cloud Services to unauthorized users.

v. Upload unlawful or harmful materials or engage in any malicious activities.

vi. Infringe upon intellectual property rights or violate any laws while using the Cloud Services.

vii. Use the Cloud Services for competitive analysis.

viii. Distribute objectionable material using the Cloud Services.

ix. Employ data mining or similar extraction methods.

x. Facilitate spam or engage in fraudulent activities.

xi. Misrepresent Conversions, Commissions, or engage in fraudulent practices.

(c) Updates and Modifications. Auth-Analytics reserves the right to update or modify the Cloud Services at its discretion to improve service quality, competitiveness, or comply with laws.

3. Support Services

Auth-Analytics will provide Support Services for the Cloud Services as determined by its team.

4. Third-Party Relationships

(a) Third parties, either directly or through Auth-Analytics, may provide software, APIs, documents, data, content, specifications, products, equipment, components, websites, or professional services licensed by them (“Third-Party Content“). This content: (i) works with or is accessible through our Cloud Services, and (ii) is separate from our Cloud Services and not integrated into them. Auth-Analytics does not oversee the licensing, implementation, or operation of Third-Party Content.

(b) Third-Party Content does not cover embedded third-party software, libraries, or code that: (i) are part of or deeply integrated into our Cloud Services, and (ii) are licensed to us for use in our Cloud Services (“Embedded Third-Party Content“). Partners must abide by additional terms set by providers of Embedded Third-Party Content, as outlined in relevant Product-Specific Terms (PSTs). If Embedded Third-Party Content includes open-source software, it is governed by the respective open-source licenses specified in the applicable PSTs.

(c) Partners using our Cloud Services with Advertisers must establish and enforce a contractual agreement with each Advertiser (“Partner-Advertiser Agreement“). This agreement must, at the minimum: (i) detail Offers and dispute resolution mechanisms; (ii) not represent Auth-Analytics or provide warranties on our behalf; (iii) ensure adherence to all applicable laws, including Export Laws (defined in Section 14(a) below); and (iv) acknowledge that Auth-Analytics is not responsible for any damages resulting from the Partner-Advertiser Agreement, whether direct or indirect. If Auth-Analytics furnishes sample terms for Advertisers, Partners recognize these samples as guidance and bear the responsibility of ensuring their agreements are suitable.

5. Intellectual Property

(a) Ownership of Products and Supplier Materials

Auth-Analytics retains full ownership, including intellectual property (IP) rights, over the Products and Supplier Materials, including any improvements or modifications. Partners are granted a license to use these assets, but no ownership or proprietary rights are transferred, except as explicitly stated in the limited licenses. Partners agree not to make any ownership claims or assert any interests in the Products or Supplier Materials against Auth-Analytics, its affiliates, or licensors.

(b) Ownership of Partner Data

Partners maintain complete ownership, including IP rights, over their own data.

(c) Consent to Use Partner Data

Partners grant Auth-Analytics a non-exclusive, global, royalty-free, perpetual, and irrevocable license to access and utilize Partner Data as necessary for enforcing Partner Terms, exercising rights, and fulfilling obligations under those terms. Auth-Analytics is also granted a similar license to generate Usage Data from Partner Data, which becomes Supplier Materials. If any Usage Data is reclassified as Partner Data, Partners provide Auth-Analytics with a license to use such data as required. Auth-Analytics commits to using Partner Data solely as outlined in this section.

(d) Partner Feedback

Auth-Analytics holds all rights to suggestions, ideas, enhancement requests, feedback, or recommendations provided by Partners to improve the Products (“Partner Feedback”). Auth-Analytics has no obligations to Partners regarding this feedback, and Partners are not obligated to provide it.

(e) Use of Marks

Both parties maintain rights to their respective Marks. Partners must obtain written consent to use Auth-Analytics’ Marks. Auth-Analytics may use Partner’s Marks in promotional and marketing materials with permission, but no ownership of the Marks is transferred to Auth-Analytics. Auth-Analytics owns the rights to its marketing materials except when Partner’s Marks are used. Auth-Analytics is not obligated to use or compensate for the use of the Marks. Partners can revoke this permission with 30 days’ notice in writing, after which Auth-Analytics will cease using the Marks. However, existing materials with the Marks may still be used and distributed where feasible changes are not possible.

6. Confidentiality and Data Privacy

(a) Partner Responsibilities

Partners must comply with relevant anti-spam and data privacy laws and regulations. They are responsible for obtaining rights and permissions to use their data and instructing Auth-Analytics on data usage as per Partner Terms. This includes licensing data to Auth-Analytics as specified. Partners are also responsible for:

(i) Ensuring data integrity,

(ii) Limiting Cloud Services access to Authorized Users only,

(iii) Taking reasonable steps to secure data within product capabilities.

Partner responsibilities are theirs unless stated otherwise in Partner Terms.

(b) Auth-Analytics Responsibilities

(i) Legal Compliance:

Auth-Analytics complies with anti-spam and privacy laws while fulfilling Partner Terms obligations. We assist Partners with legal compliance upon reasonable request, with potential costs unless due to Auth-Analytics breaching Partner Terms.

(ii) Data Security:

For Personal Data under our Data Processing Agreement (DPA), referenced herein, we adhere to its terms. If no Personal Data is processed:

  • We implement reasonable measures to protect Partner Data.
  • In case of unauthorized access or disclosure (a “Data Incident”), we promptly notify Partners, investigate, and assist their investigation as needed.

c. Mutual Confidentiality Commitments

(i) Handling Confidential Information: Within the Partner Terms, both parties may come across each other’s “Confidential Information.” This encompasses any information disclosed that is (A) clearly labeled as “Confidential” or similar; (B) acknowledged as “Confidential” during disclosure and confirmed in writing; or (C) should reasonably be considered confidential given the circumstances (e.g., pricing, non-public Personal Data, Products). Confidential Information does not cover information that the recipient can prove (V) was already known prior to disclosure, (W) was publicly known at the Partner Terms’ Effective Date, (X) becomes public without fault of the recipient, (Y) came from a third party without violating any obligation, or (Z) was independently developed without breaching the Partner Terms.

(ii) Commitment to Confidentiality: Both parties commit to treating each other’s Confidential Information with the same level of care they afford their own, at least with a reasonable degree of care. This confidentiality commitment remains valid for three years post the termination of the Partner Terms, except for Supplier-provided Products and Documentation, which must remain confidential indefinitely.

(iii) Allowed Disclosures: Confidential Information may be shared with the receiving party’s employees, subcontractors, consultants, agents, and representatives essential for fulfilling obligations or exercising rights under the Partner Terms. These individuals must have contractual obligations to safeguard this information. Partner Confidential Information may also be disclosed to Supplier’s Affiliates to support work under a direct agreement, with equivalent protection standards. Each party is accountable for breaches of confidentiality by their personnel. The Supplier may reveal Partner’s Confidential Information to Advertisers or Third-Party Content providers as needed to uphold the Partner’s relationships with them.

(iv) Legal Disclosures: Disclosure of Confidential Information due to a subpoena or legal process does not breach this section, provided the served party promptly informs the other party (if legally allowed) and provides reasonable assistance to seek a protective order.

(v) Injunctions: Both parties acknowledge that monetary compensation is insufficient for breaches of confidentiality obligations and acknowledge that such breaches would cause irreparable harm. Therefore, in case of a breach or potential breach, the non-breaching party may seek injunctive relief from a competent court.

By adhering to these principles, both Auth-Analytics and its partners can ensure the protection and confidentiality of sensitive information, cultivating a dependable business relationship.

d. Sensitive Personal Information

“Sensitive Personal Information” encompasses an individual’s financial details, sexual preferences, medical or health information protected by health data protection laws, biometric data for unique identification, and children’s personal data safeguarded under child data protection laws (e.g., as defined by the US Children’s Online Privacy Protection Act (COPPA)). It also covers similar terms as defined by relevant data protection or privacy laws. Partners must not collect, process, or store any Sensitive Personal Information using our Cloud Services without prior written consent from the Supplier. However, executing an agreement or addendum (e.g., a Business Associate Addendum or Data Processing Agreement specifically covering Sensitive Personal Information) will be deemed as consent.

e. Return and Destruction of Confidential Information 

Upon the termination or expiration of the Partner Terms, unless necessary for exercising rights intended to survive under those terms:

(i) All rights granted by the disclosing Party regarding its Confidential Information will automatically cease. The receiving Party must immediately halt (and ensure its employees, affiliates, subcontractors, consultants, agents, and other representatives also halt) any access to or use of the disclosing Party’s Confidential Information.

(ii) The receiving Party must securely delete or destroy the disclosing Party’s Confidential Information according to its sensitivity. Upon request from the disclosing Party, an officer of the receiving Party will provide written certification of such deletion or destruction. However, the receiving Party may retain a copy of Confidential Information for archival purposes if required by law or genuine records retention policies, ensuring continued adherence to the restrictions in this section as long as such Confidential Information is retained. The Supplier is not obligated to retain data beyond thirty (30) days post the expiration or termination of the Partner Terms.

7. Indemnification

Partner agrees to defend, at their expense, Auth-Analytics against any claims, demands, suits, or proceedings initiated by a third party under the following conditions:

(i) Due to Partner’s misuse or non-compliance with the Products per the Partner Terms, applicable laws, regulations, or third-party contractual obligations.

(ii) Allegations that Partner Data, or its use by Auth-Analytics according to the Partner Terms, infringes or misappropriates third-party rights.

(iii) Any issues arising from Partner’s relationship with Advertiser, including but not limited to Offers or the Partner-Advertiser Agreement (referred to as a “Claim Against Auth-Analytics”).

Partner will cover any damages, attorney fees, and costs awarded against Auth-Analytics, or any amounts paid under a settlement approved by Partner in writing, due to a Claim Against Auth-Analytics. This is contingent on Auth-Analytics promptly notifying Partner in writing about the Claim, giving Partner full control over its defense or settlement, and providing necessary assistance and information.

8. Warranty & Warranty Disclaimer

(a) Mutual Representations and Warranties:

Both Parties represent and warrant to each other that:

(i) They are duly organized, validly existing, and in good standing under the laws of their respective jurisdictions.

(ii) They have full authority to enter into and fulfill their obligations under the Partner Terms.

(iii) The execution of the Partner Terms by their representative has been duly authorized.

(iv) Upon execution by both parties, the Partner Terms will be legally binding and enforceable.

(b) Additional Auth-Analytics Representations, Warranties, and Covenants:

Auth-Analytics warrants that its Cloud Services will materially conform to current documentation. As Partner’s sole remedy for any breach, Auth-Analytics will use commercially reasonable efforts to correct any reproducible material non-conformance reported within thirty (30) days from discovery, provided the non-conformance is not caused by:

(A) Partner’s negligence, gross negligence, or intentional misconduct.

(B) Partner’s failure to use the Cloud Services per the Partner Terms.

(C) Third-party content or services not provided by Auth-Analytics.

(D) Harmful Code, unless introduced due to Auth-Analytics’ negligence or misconduct.

(c) Additional Partner Assurances, Commitments, and Agreements

As a Partner, you assure and commit to the following:

(i) You have adhered and will continue to adhere to all relevant laws and regulations, particularly those pertaining to the gathering and utilization of Partner Data as outlined in the Partner Terms.

(ii) You possess the necessary permissions and approvals for the Partner Data, ensuring that its handling and processing by Auth-Analytics do not violate any third-party intellectual property rights, privacy rights, or legal statutes.

(d) Disclaimers: Despite the assurances stated in Section 9, and within legal boundaries, please understand that our products and third-party content are presented “as is” and “with all imperfections.” We disclaim all other warranties, representations, assurances, or conditions, whether explicit or implicit, including but not restricted to implied warranties of marketable quality, fitness for a specific purpose, or the use of reasonable expertise and care.

Specifically, we do not guarantee uninterrupted or error-free functioning of the products, nor do we assure that they will meet all your requirements or expectations. We also make no warranties concerning interactions between you and advertisers facilitated by our services or third-party content included with or as part of the products. Additionally, we hold no responsibility for the privacy or data security practices of third parties.

Our limited warranties do not extend to any product that has been modified or altered by anyone other than Auth-Analytics, our affiliates, or our authorized personnel. Our personnel are not authorized to provide any warranties on our behalf, and any such purported warranties are invalid.

While certain jurisdictions might not permit the exclusion of specific warranties, the disclaimers mentioned above may not be applicable to you. Nothing in our terms denies or restricts any rights or remedies implied or imposed by applicable law that cannot lawfully be excluded or limited. It’s your responsibility to determine if our products align with your requirements.

9. Limitation of Liability:

Our overall liability under the terms related to the products will be capped at direct damages up to one thousand US dollars ($1,000.00). We will not be accountable for any special, indirect, incidental, or consequential damages arising from or linked to the terms or the products. This includes but is not restricted to loss of revenue, profits, goodwill, data, business disruption, failure to achieve anticipated savings, data loss, or claims by third parties, even if we have been informed of the potential for such damages.

These limitations are applicable regardless of the nature of the claim and form a fundamental part of our agreement. We are not liable for claims arising from interactions between you and advertisers, whether facilitated by our services or not.

10. Term and Termination

(a) Duration: The Partner Terms come into effect upon binding the Parties, as detailed in the initial paragraph of these terms (the “Effective Date”), and remain valid until earlier termination by Supplier or Partner as specified in the Partner Terms (the “Term”).

(b) Suspension: Supplier reserves the right to suspend Partner’s Product usage without prior notice for any reason or without specific cause. In such suspension under Section 10(b), (A) Supplier retains the right to pursue additional remedies per the Partner Terms or otherwise, and (B) Partner loses access to Products, Supplier Materials, including Confidential Information, during the suspension period, except with prior written consent from Supplier for rectification purposes. Notice under Section 10(b) also fulfills the notice requirements in Section 10(c) below. Supplier’s decision not to suspend under Section 10(b) does not waive any rights under the Partner Terms or otherwise.

(c) Termination: Either Party may terminate the Partner Terms with thirty (30) days’ written notice to the other Party. Supplier may immediately terminate the Partner Terms if: (i) Partner violates any laws in Product use or poses significant harm to Supplier, its Corporate Affiliates, Personnel, or Products; or (ii) Partner undergoes insolvency proceedings, appoints a receiver, administrator, controller, or liquidator, assigns property for creditor benefit, or faces bankruptcy proceedings.

(d) Consequences of Termination or Expiration: Upon termination or expiration of the Partner Terms, Partner loses all rights granted under the terms. However, obligations and provisions surviving termination or expiration, explicitly stated or reasonably expected to survive, will continue, including Sections 5, 6(c), 7, 9, 12, and 13 of the Partner Terms.

11. Assignment: 

Both Parties agree not to transfer rights or obligations without written consent from the other Party. However, Supplier can transfer the Partner Terms to its Corporate Affiliates without Partner’s consent, as long as the terms apply to any successor or assignee of Supplier. If Partner’s ownership changes to a direct competitor of Supplier, Supplier can terminate the Partner Terms immediately with written notice.

12. Governing Law

(a) The laws governing interpretation issues, existence of the Partner Terms, or arising lawsuits, as well as jurisdiction for such lawsuits, depend on Partner’s country of incorporation or organization:

1. United States of America, Mexico, Central or South America, or the Caribbean

  • Governing Law: The laws of Maryland and federal laws of the United States applicable in that state.
  • Courts Having Jurisdiction: United States District Court for the District of Maryland (if it has jurisdiction), or the courts of Maryland in Baltimore County.

2. Canada

  • Governing Law: The laws of Ontario and Canada applicable in that province.
  • Courts Having Jurisdiction: Toronto, Ontario.

3. United Kingdom, Europe, Middle East, Africa

  • Governing Law: The laws of England and Wales.
  • Courts Having Jurisdiction: England and Wales.

4. Australia, Asia, Pacific Region

  • Governing Law: The laws of New South Wales and Australia applicable in that state.
  • Courts Having Jurisdiction: Sydney, Australia.

b. Each party agrees to abide by the governing law mentioned earlier, regardless of conflicting laws or personal preferences. Both parties also consent, with the exception of specific relief outlined in Section 6(c) (Confidentiality) and Section 13 (Disputes), to the jurisdiction of the designated courts. The parties explicitly waive the application of the United Nations Convention on Contracts for the International Sale of Goods.

13. Dispute Resolution

In case of any dispute, each party will appoint a senior management representative to engage in discussions and try to resolve the issue. These representatives will negotiate in good faith for thirty (30) days to seek a resolution. If the dispute persists beyond this period, the parties will resort to binding arbitration in the jurisdiction specified in Section 12(a). The arbitration will involve a neutral arbitrator proficient in legal and business matters within the software industry. Both parties agree to equally share the arbitrator’s fee, with each party bearing its own costs, including legal expenses, unless otherwise determined by the arbitrator. The arbitration proceedings will be conducted in English, following arbitration rules, and the location will be determined based on the Partner’s country of incorporation or organization as indicated below. It’s important to note that this Section 13 does not limit a party’s right to seek specific relief.

  1. For the United States of America, Mexico, or a Country in Central or South America or the Caribbean:
    • Applicable Arbitration Rules: Commercial Arbitration Rules of the American Arbitration Association
    • Location of Arbitration: Baltimore County, Maryland
  2. For Canada:
    • Applicable Arbitration Rules: Canadian Arbitration Association
    • Location of Arbitration: Toronto, Ontario
  3. For the United Kingdom or Another Country in Europe, the Middle East, or Africa:
    • Applicable Arbitration Rules: London Court of International Arbitration
    • Location of Arbitration: London, England
  4. For Australia or a Country in Asia or the Pacific Region:
    • Applicable Arbitration Rules: Australian Centre for Commercial Arbitration
    • Location of Arbitration: Sydney, Australia

14. General Terms

(a) Export Compliance: Our products and their derivatives may be subject to export laws and regulations. You confirm your ability to conduct business in specified regions and agree not to resell or allow access to our products in embargoed countries or in violation of export laws. Failure to comply with this provision, present or future due to new restrictions, may lead to immediate suspension or termination of our partnership with notice.

(b) Integrity Pledge: You confirm that you haven’t received any unlawful bribes, kickbacks, or improper payments from our employees or agents during our partnership. Normal business gifts and entertainment are acceptable. If you discover any breach of this policy, please inform us promptly.

(c) Outsourcing: We may engage subcontractors as needed for product provision or development, but this doesn’t release us from our commitments under our partnership agreement.

(d) Non-Poaching: Throughout our partnership and for one year post-termination, neither party will actively recruit or hire employees from the other without written consent. Exceptions include general industry recruitments, utilizing search firms, or employing individuals who have already left the other party.

(e) Official Notifications: All official communications will be written and deemed delivered upon personal handover, one business day post-sending via reputable courier, or upon electronic delivery confirmation to the recipient’s last known email. Each party can update their designated recipient by notifying the other party accordingly.

(f) Comprehensive Agreement; Priority; Legal Effect: The Partner Terms constitute the entire agreement between us, superseding all prior discussions or agreements. Each party acknowledges that these terms expressly state their agreements, with no reliance on other statements. In case of conflict between the DPA and any other portion of the Partner Terms, the DPA prevails. Invalidity of any provision won’t affect the remaining ones.

(g) Updates: Supplier may modify the Partner Terms at its discretion, effective 30 days post-provision of updated terms. Partner is responsible for reviewing and comprehending these changes. Significant objections will be negotiated or may lead to termination upon notice. Silence indicates acceptance, barring Supplier-initiated updates or mutual agreement in writing.

(h) No Waiver: No waiver or excusal of breaches occurs under the Partner Terms unless documented in writing.

(i) Force Majeure: Neither Party is liable for delays caused by uncontrollable events like natural disasters, governmental actions, or acts of war. The affected Party must try reasonably to mitigate the impact and resume operations.

(j) Auditing: Supplier may annually audit Partner’s product usage for compliance with Partner Terms. Partner agrees to cooperate, with audits not excessively disrupting business. Audit costs are borne by Supplier, except Partner’s cooperation costs.

(k) Independent Relationship: The Partner Terms establish an independent contractor relationship, not creating agency, joint venture, or partnership. Supplier and its entities act independently, not as Partner’s employees or agents. Neither Party can bind or assume obligations on the other’s behalf based on these terms.

Appendix A: Product-Specific Terms

These “Product-Specific Terms” (PSTs) pertain to the specified Product below, if acquired or licensed by Partner. These terms also encompass any forthcoming versions of the Product, regardless of rebranding or alterations.

1. Auth-Analytics Pay

a. Definitions:

i. Third-Party Electronic Money Platform: A third-party service enabling electronic money storage for customers.

ii. Auth-Analytics Platform: Supplier’s primary Cloud Services offering for Partner and Advertisers, facilitating Commission and Conversion tracking.

b. Cloud Services Description

i. Auth-Analytics Pay Full-Service

  • Overview: Auth-Analytics Pay Full-Service utilizes Supplier’s Third-Party Payment Platform account to transfer Commissions from Advertisers to Partner, as directed by Advertisers.
  • Commission Review and Payment Process
  1. Monthly Reporting: Supplier provides Advertisers with a monthly report listing tracked Conversions and Commissions owed to Partner.
  2. b. Approval Process: Advertisers can review and dispute Commission calculations in the report, resolving disputes with Partner.
  3. c. Payment Timing: Approved Commissions are paid within the month if sufficient time remains; otherwise, they are paid the following month.
  4. d. Failure Notification: In case of failed Commission transfers, Supplier notifies Partner and Advertisers. Unresolved issues after ninety days result in the Commission being returned to the Advertiser.

ii. Auth-Analytics Pay Self-Service

  • Overview: Auth-Analytics Pay Self-Service facilitates connections between the Auth-Analytics Platform and Partner’s Third-Party Electronic Money Platform accounts, enabling Commission receipt from Advertisers.
  • Third-Party Electronic Money Platforms: In Self-Service, Supplier integrates with specific Third-Party Electronic Money Platforms within the Auth-Analytics Platform, leaving Commission management to Partner.

c. Dispute Resolution

Partner Engagement: As per Section 4(c) of the Partner Terms, Partner agrees to establish Partner-Advertiser Agreements with dispute resolution mechanisms like mediation or arbitration.

Supplier Compensation: If disputes involve Supplier, Partner covers Supplier’s reasonable expenses, as outlined in the Partner-Advertiser Agreement.

d. Warranties and Disclaimers

i. Customer-Partner Agreement: Partner assumes responsibility for disputes and related matters with Advertisers, disclaiming Supplier’s liability except as explicitly stated in the GTCS.

ii. Third-Party Electronic Money Platform Accounts: Supplier disclaims additional fiduciary duties beyond providing Cloud Services and endeavors to recover lost Commissions, as specified in Section 9 of the Partner Terms.

iii. Additional Warranties and Disclaimers: These augment the GTCS warranties under Section 9, relevant to Product limitations and liabilities.

e. Suspension and Termination Clause: 

Despite any conflicting provisions in these Partner Terms, Supplier reserves the right to suspend or terminate Auth-Analytics Pay Cloud Services at its discretion, providing written notice to Partner. In the event of such suspension or termination, any Commissions owed to Partner in Supplier’s Third-Party Electronic Money Platform account will be managed by Supplier as outlined below:

  • Suppliers have the option to distribute these Commissions to partners.
  • Alternatively, Supplier may choose to return these Commissions to the relevant Advertiser.

The decision lies solely with Supplier and is made at its full discretion.

Updated: 17th June 2024

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