Partnerize Partner Terms and Conditions
These terms and conditions together with the Schedule – Partner Guidelines (as updated from time to time) set
out the agreement (“Agreement”) between Performance Horizon Group Limited (Company Number 07188234),
trading as Partnerize ("Partnerize") and you ("Partner"), and govern your use of the Services (as defined below)
and the Advertiser Network and each Campaign within such Advertiser Network. By ticking the box below,
Partner agrees to the terms of this Agreement, and warrants and represents that:
if Partner is an individual, it has the capacity and authority to enter into this Agreement; orif Partner is an organization, that this Agreement is executed by a person having the authority to enter
into such agreement on Partner’s behalf.
1.

User and Order Tracking
1.1. Partnerize shall create Links and supply these to Partner, which allow Partnerize and Partnerize's
partners (including Advertisers) to track Referrals.
1.2. Partner must implement the Links in Partner's Site in accordance with Partnerize's written
instructions, maintain them at all times as fully operational, and ensure they are updated inaccordance with Partnerize's written instructions.

2.

Payment
2.1. In return for Partner implementing Links in the Site, Partnerize shall pay Commission in respect ofReferrals that result in Approved Transactions.
2.2. Other than as set out in this Clause 2, Partner expressly acknowledges that each Advertiser sets theterms applicable to Commissions for each Campaign, including but not limited to payment structure
and Commission levels.
2.3. Partnerize will make funds available to Partner for Commissions no more than one UK working day after:a)Partnerize has received cleared funds from Advertiser; andb)Partnerize has been instructed by Advertiser to use such funds for the payment of such
Commissions.
2.4. Partner releases Partnerize from any claim for Commissions if Partnerize has not received thecorresponding funds and payment instructions from Advertisers.
2.5. Commissions shall be payable to Partner once Partner has earned aggregate Commissions from allapplicable Advertisers above the following minimum payment thresholds: £20/US$30/€30 per
currency per month. A payment matrix of minimum threshold amounts is available on request for allother currencies. Commissions earned below such threshold in any month shall be carried forward to
the following month.
2.6 Partner expressly acknowledges and agrees that if Partner does not draw down their funds or provide
sufficient information for Partnerize to electronically transfer funds to Partner, the following process
shall apply:a) If a self bill has been generated by Partner, but Partnerize has been unable to transfer payment:i)Partnerize shall attempt to contact Partner a reasonable number of times, using thecontact details Partner has provided in the Platform, to inform them of the inability tomake payment into Partner’s account;ii)
not less than 18 months from the date that the self bill was raised, Partnerize shall send a
letter to the address provided by Partner in the Platform granting Partner 30 days
to provide the information Partnerize requires to enable payment;iii)
if the information is not provided to Partnerize within 30 days of the date of the letter,then Partnerize shall be entitled to retain such unclaimed Commission for Partnerize’s
own account, and Partner shall forfeit any claim in respect of it.
b) If Partner has not generated a self bill then:i) not less than 18 months from the date that the funds are available for Partner to raise a selfbill for, Partnerize shall send a letter to the address provided by Partner in the
Platform granting Partner 30 days to raise a self bill and ensure the correct details are in the
Platform for payment to be made;ii) if a self bill is not raised within 30 days from the date of the letter, then Partnerize shall beentitled to retain such unclaimed Commission for Partnerize’s own account, and Partner shallforfeit any claim in respect of it.
2.7 Without prejudice to any other remedy Partnerize may have in respect of Partner’s participation in
Unethical Activities, Partnerize reserves the right to claim back any funds paid in respect of any related

Approved Transactions which are determined to be as a result of or related to Unethical Activities. In
circumstances where Partner is paid Commission which is not rightfully due including, but not limited
to overpayments, mistaken payments, payments which result from or involve fraud, Partnerize
reserves the right to claw back such Commissions. Partnerize will consult with Partner regarding any
claw back and resultant repayment terms.
2.8 Partnerize confirms that it is authorised by the UK Tax Authorities to raise VAT invoices on Partner's
behalf. Partner is required to keep Partnerize updated with current information relating to Partner's
VAT status (including but not limited to VAT registration status, VAT number (if applicable), address
and organisation name), and to ensure the payment details in the Partner Platform are correct at all
times.
Partner therefore agrees:a)not to issue VAT invoices to Partnerize for Commissions earned, andb)that Partnerize shall raise self-billing VAT invoices on Partner’s behalf for the duration of thisAgreement, including post termination or expiry, until all Commissions received by Partnerize
have been paid to Partner.
2.9 Partnerize will not be responsible for any mis-payment or return of Commission where Partner has
submitted incorrect bank details to Partnerize.
2.10Where Partner requests payment in a currency other than the currency the Campaign is tracked in,Partnerize shall convert the Commission paid by Advertiser in the original currency to the requested
currency at a reasonable market rate.
3.

IP Licences
3.1. Each Party grants the other a non-exclusive, revocable, sub-licensable, royalty-free licence, to use its
respective IP solely for the purposes of providing the Services and operating the Campaigns in which
Partner participates.

4.

Partner Warranties.
4.1. Partner represents, warrants and undertakes to Partnerize that:a)the Site and Partner's activities through and in connection with the Services and the relevant
Advertiser Network, shall comply with the Data Protection Legislation, applicable anti-bribery
and corruption legislation, and any and all other applicable laws, regulations and codes ofconduct in force from time to time as amended, re-enacted, extended or consolidated. Partner
shall promptly notify Partnerize, if Partner becomes aware of any corruption or breach of Data
Protection Legislation in relation to this Agreement;b)
it shall adhere to the Partner Guidelines at all times, as well as industry best practice in promoting
Campaigns;c)
its Site and its activities through and in connection with the Partnerize Services and relevant
Advertiser Network shall not contain, transmit or otherwise involve any Malware or otherequivalent or similar code or material;d)it shall provide a clear and conspicuous link to its privacy policy from each page on its Site, andsuch privacy policy shall be in compliance with applicable laws, including the Data Protection
Legislation.
e)
it shall comply with all local and foreign regulation requiring prominent disclosure of advertisingand commercial interests (as it relates to the Services and Advertiser Network).

5.

Data Protection
5.1. Partnerize will process Partner’s Personal Data in accordance with Partnerize’s privacy policy as madeavailable on its website from time to time.
5.2. Partnerize processes Users’ Personal Data and uses tracking code and/or cookies on behalf ofAdvertisers for the purposes of tracking the performance of Advertisers’ marketing efforts andattributing Transactions to Partner (the “Purpose”). Partner understands and acknowledges that
Partnerize and Advertisers’ compliance with applicable law depends on Partner making certain
disclosures and obtaining certain consents for such tracking and processing. In order to ensure suchcompliance, Partner will in relation to Users make all necessary disclosures for and obtain all necessaryconsents to:a)the use of code or cookies;b)the collection of Users IP address and browser details;c)the processing of Users’ Personal Data, including data relating to the Users’ clicks on Links andsubsequent purchases;

d)

the disclosure of Users’ Personal Data to Advertisers and to Partnerize and its AssociatedCompanies;e)
the transfer of Users’ Personal Data outside Users’ territory, by Partnerize for the Purpose.
5.3. Partner will pass only anonymous data to Partnerize unless Partner has entered into an agreement forthe processing of Users’ Personal Data with Partnerize.
5.4. Any breach of this clause by Partner shall constitute a material breach of these Terms for the purposesof clause 9.3(a).
6.

Indemnities
6.1. Partner hereby undertakes to keep Partnerize, and Partnerize's Associated Companies (together with
their directors, employees and agents) fully and effectively indemnified against any and all costs,
claims, expenses, administrative sanctions and liabilities (including reasonable legal fees) arising as aresult of:(a) the content of the Site; and(b) any third party claim against Partnerize arising as a result of the Site infringing IP.
6.2 Partnerize hereby undertakes to keep Partner (together with its directors and employees) fully andeffectively indemnified against any and all third party claims against Partner arising from a result of theServices infringing IP.
6.3 The indemnified party shall notify the indemnifying party of any matter within the scope of theindemnities set out in clauses 6.1 or 6.2 (“Claim”) and take reasonable account of the indemnified
party’s directions with regard to that Claim.

7

Partnerize Warranties
7.1 Partnerize warrants and undertakes to Partner that:a)it has the full corporate right, power and authority to enter into this Agreement and to performthe acts required under it;b)
its execution of this Agreement and the performance of its obligations and duties under it, do
not and will not breach any agreement to which it is a party or by which it is otherwise bound;c) Partnerize's activities through and in connection with the Services, shall comply with theData Protection Legislation, applicable anti-bribery and corruption legislation, and any and allother applicable laws, regulations and codes of conduct in force from time to time as amended,
re- enacted, extended or consolidated. Partnerize shall promptly notify Partner, if
Partnerize becomes aware of any corruption or breach of Data Protection Legislation in relation
to thisAgreement; andd)Partner's use of Partnerize's IP shall not infringe the intellectual property or other rights of any
third party;e)that, where correctly implemented by Partner, Links will refer Users to the correct Advertiser
landing page for the particular Campaign and that Links will accurately record such Referrals;f)
the Services, and any data processing in relation to Users shall comply with any and allapplicable laws in force from time to time as amended, re-enacted, extended or consolidated;
andg)that Partnerize has put in place reasonable security measures in order to ensure that the Links
shall not expose Partner or Users to any Malware or other equivalent of similar codeor material.

8

DISCLAIMER
8.1 PARTNER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED ON AN 'AS IS' BASIS, AND
THAT PARTNERIZE DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, IN RELATION TO THESERVICES’ FUNCTIONALITY, AVAILABILITY OR UPTIME, NOR THAT THE SERVICES ARE SUITABLE FORPARTNER'S PARTICULAR REQUIREMENTS, OR THAT PARTNER’S USE OF THE SUCH SERVICES WILLRESULT IN ANY PARTICULAR LEVEL OF INCOME OR BUSINESS TO PARTNER.

9

Term, Termination and Suspension
9.1 This Agreement commences on the Effective Date and shall remain in force until terminated inaccordance with its provisions.
9.2 Either Party may terminate this Agreement on 3 months’ notice without cause. Partner shall have no
obligation to place the Links on the Site during the notice period.

9.3 Partnerize may terminate this Agreement:a)
immediately with notice if Partner materially breaches these Terms where such breach isincapable of cure, or where such breach has not been cured in the 30 days following written noticeof such breach;b)
immediately with notice where Partner has not earned Commission or has not accessed
the Platform for a period of 12 months.
10 LIMITATION OF LIABILITY
10.1NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF EITHER PARTY FOR LOSS OR
DAMAGE DUE TO OR ARISING FROM DEATH, PERSONAL INJURY OR FRAUDULENTMISREPRESENTATION.
10.2NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS, OR INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES, INCURRED AS A RESULT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISINGOUT OF BREACH OF CONTRACT, NEGLIGENCE OR HOWSOEVER.
10.3PARTNERIZE'S MAXIMUM LIABILITY TO PARTNER IN RELATION TO PARTNER'S DIRECT LOSSES ARISINGFROM PARTNERIZE'S BREACH OF ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE LESSER
OF THE COMMISSION RECEIVED OR PROPERLY DUE TO PARTNER IN THE 6 MONTHS PRIOR TO THE
EVENT WHICH GAVE RISE TO LIABILITY OR $1,000,000 (USD).
10.4WITH THE EXCEPTION OF CLAUSES 4.1.c), 5.2 and 6.1 PARTNER’S MAXIMUM LIABILITY TO PARTNERIZEIN RELATION TO PARTNERIZE’S DIRECT LOSSES ARISING FROM PARTNER’S BREACH OF ANY OTHERPROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF THE COMMISSION RECEIVED OR
PROPERLY DUE TO PARTNER IN THE 6 MONTHS PRIOR TO THE EVENT WHICH GAVE RISE TO LIABILITY,
OR $1,000,000 (USD).
11 Confidentiality
11.1 Both Parties shall take reasonable steps to prevent disclosure of Confidential Information of the otherParty other than to those of its employees or agents who require access to such Confidential
Information solely to perform such Party's obligations hereunder and who have each agreed to comply
with materially similar confidentiality provisions. Such obligation shall continue despite the terminationof this Agreement.
11.2 Either Party may disclose Confidential Information without the consent of the other Party to the extent
such disclosure is required by law or to make a disclosure to, and co-operating with (i) a regulator
regarding any misconduct, wrongdoing or reportable breach of any regulatory requirement or (ii) to any
law enforcement agency regarding any crime.
11.3 Both Parties may publicise the relationship, subject to the other Party's prior approval of any publicity
materials, such approval not to be unreasonably withheld or delayed.
12 General Provisions
12.1 Failure of either Party to insist upon or enforce performance by the other Party of any provision of thisAgreement or to exercise any right under this Agreement shall not be construed as a waiver of such Party's
right to assert or rely upon any such provision or right in that or any other instance.
12.2 This Agreement comprises the entire agreement between the Parties, and supersedes all prioragreements, statements, and representations whether negligent or otherwise (other than fraudulent
misrepresentations) by either Party in relation to its subject matter.
12.3 Other than expressly provided for in this Agreement, a person (natural or legal) who is not a Party tothis Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Agreement, but that does not affect any right or remedy of a third party which exists or is available apartfrom that Act.
12.4 If any provision of this Agreement is or becomes invalid or illegal in any respect, that provision shall bedeemed severed from this Agreement, but the validity, legality and enforceability of the remaining
provisions shall not be affected.
12.5 The clause headings in this Agreement are included for convenience only and shall not affectits construction or interpretation.
12.6 Neither Party shall have the right to bind the other to any agreement with a third party nor to represent
itself as an agent, partner or joint venture of the other, nor to incur any obligation or liability on behalf ofthe other.

12.7 The termination of this Agreement (for whatever reason) shall not terminate any provision or
obligation which is expressly or by implication provided to come into or continue in force after suchtermination and shall be without prejudice to the accrued rights and liabilities and other remedies of theParties.
12.8 This Agreement shall be governed by English law and the Parties irrevocably submit to the exclusive
jurisdiction of the English Courts.
12.9 The official text of this Agreement is English. All versions of this Agreement in any language other thanEnglish are for accommodation only and are not binding on the parties. If there is a discrepancy between
any translation of this Agreement and this Agreement in English, this Agreement in English will prevail. All
communications and notices to be made or given under to this Agreement, and any dispute proceeding
related to or arising under this Agreement, shall be in the English language.

13 Definitions.
In this Agreement, the following words have the following meanings:"Advertiser" means a third party who contracts with Partnerize in order to use the System to run Campaigns;"Advertiser Network" means the Advertiser’s proprietary network through which Partner may advertise andmarket Advertiser’s products and services to Users via the Site;"Approved Transaction" a Transaction which has been approved by the relevant Advertiser;"Associated Company" means a member of Partnerize's group, and any entity that controls, is controlled by or isunder common control with any of the foregoing entities;"Campaign" means a commercial offer or set of offers of Advertiser's products and services specified inaCampaign Description;"Campaign Description" (sometimes known as “Programme Description”) means the key parameters of aCampaign, which may include, without limitation, a description of Advertiser's company, commission rates,
cookie period, specific terms and conditions and other relevant information;"Commission" means the fee due to Partner in respect of Approved Transactions, as agreed between Partner andAdvertiser;"Confidential Information" means this Agreement and all communications and information, whether written,
visual, or oral, and all other material supplied to or obtained, whether electronic or not, by either Party from theother during the Term and all information, reports, drawings, recommendations, data or advice given by either
Party to the other in pursuance of its obligations under this Agreement, and shall (without limitation of theforegoing) include any information from whatever source supplied to or obtained by either Party concerning thetrade secrets, customers, business associations, technical or commercial affairs of the other Party or in the caseof Partnerize any Associated Company, partners, joint ventures or any Advertiser or business associate ofPartnerize;“Data Protection Legislation” means the Data Protection Act 2018, Regulation (EU) 2016/679 (General
Data Protection Regulation), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy
and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws andregulations relating to the processing of personal data and privacy, including where applicable the guidance andcodes of practice issued by the Information Commissioner and any legislation that supersedes the foregoing .
"Effective Date" means the 7th June 2019;"Intellectual Property" or “IP” means patents, rights in designs, trademarks, trading business or domain names,
copyrights (including any such rights in typographical arrangements, web sites or software), whether registeredor not and any applications to register or rights to apply for registration of any of the foregoing, licenses in, toand under any of the foregoing, rights in inventions, know how, trade secrets and other Confidential
Information, rights in databases and all other intellectual property rights, which subsist now or in the future inany part of the world;"Link" means the link Partnerize supplies to Partner for inclusion on the Site, which when clicked on by a User,
identifies:(a) that the User has been referred by Partner; and(b) the Campaign the User is participating in;“Malware” means software programmes designed to damage on a computer system or to disrupt computer ormobile operations;"Parties" means the Partner and Partnerize, and "Party" means either one of them;“Personal Data” means personal data as defined in the Data Protection Legislation;

"Partner Guidelines" means the guidelines set out in the Schedule to this Agreement;"Platform" means the Partnerize performance marketing technology and reporting interface accessible from
URL www.partnerize.com (or any other URL as advised by Partnerize from time to time);"Referrals" means the Partner's referral or introduction of a User to an Advertiser as part of a Campaign, which
may result in an Approved Transaction.
"Services" means the provision to Partner by Partnerize of access to the Platform;"Site" means Partner's website, blog, forum, voucher code, email list or other mechanic designed or intended torefer Users to Advertisers;"Term" means the duration of this Agreement, beginning on the Effective Date and continuing until the date of
termination;"Transaction" means a sale or supply of an Advertiser's goods or services to Users, or introductions, referrals orother User interactions in respect of an Advertiser's goods or services as defined in the applicable Campaign
Description, and recorded as part of the Services;"Unethical Activities" has the meaning set out in the Schedule, Paragraph 1;"User" means an individual consumer who purchases, applies for, enquires about or otherwise takes action in
respect of Advertiser's products or services.
THE SCHEDULE Partner
Guidelines
1. Each Partner undertakes to Partnerize that it shall not engage in any fraudulent, unethical or unlawful activity,
any activity which is not transparent to, nor in the best interests of Partnerize, Advertisers and/or Users, or
any activity that intentionally or unintentionally misuses or circumvents this Agreement, the Services and/or
the payment terms herein ("Unethical Activities"). Examples of Unethical Activities include, but are not limited
to: 1.1. use of inappropriate software (whether third party or otherwise) in order to create financial gain forPartner; 1.2. bidding on legally-protected key terms within paid search, or any other third party advertisingsystem based on keywords, without Partnerize's and/or Advertiser's prior approval;
1.3.
implementing links that are placed in such a way that is misleading to Users or where there is an incentive
to click on them without a User's full knowledge of the consequences of their actions. For example, activatinga cookie which may later mean a conversion of sale to the owner of the Partner link ('forced clicks'), or
otherwise causing or enabling links to Advertisers which are not made in good faith;
1.4.
promotion by unsolicited email;1.5.
mimicking the action of a Partner link click which results in a cookie being stored on a User's machine
which could later lead to the conversion of a sale to said Partner; or
1.6.
promoting, distributing or otherwise publishing any content that includes content on the Site,
which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law.
2. The provisions of this paragraph apply to Partners whose Site comprises an email list ("Email Partner"). EmailPartners must:
2.1 create, supply and operate such lists in accordance with data protection and other applicable laws;
2.2. obtain Partnerize's approval before sending email promotions on behalf of Advertisers to Users;
2.3. upon Partnerize’s request, promptly supply examples of email promotions which Email Partner proposes touse;
2.4. upon Partnerize’s request, promptly provide full disclosure as to the origin and source of its list or databaseof email addresses, including supplying satisfactory evidence that these have been properly purchased
or licensed; details of the party from whom they have been purchased or licensed; and details which
demonstrate that they have been created, supplied and operated in accordance with data protection andother applicable laws.
3. Each Partner shall protect and maintain the confidentiality of their logins, Links and other data used to manage
access to the Platform and Campaigns and shall ensure that a third party may not change Partner's
details without Partner's knowledge.
4. Each Partner must specify the URLs it will use to track Transactions as part of the sign up process via the
Platform ("Authorised URLs"). Partnerize may ignore Transactions entered into via URLs other than Authorised
URLs and/or withhold Commission in respect of them. A Partner may add additional or substitute URLs from time
to time via the Platform, but such URLs will only become operational once confirmed as such by Partnerize as
Authorised URLs.

5. From time to time, Partnerize may request information from Partner to evidence how and where Partner is
promoting its Site and Partner shall supply such information promptly to Partnerize.
6. If any Partner or User has configured its system in order to disable any technology confirming the means ofreferral, Partnerize will treat the User as not having been referred by any Partner.
7. All information in the Platform must be complete and accurate at all times. Partnerize reserves the right torequest proof of Partner's identity at any time. If Partner does not provide this within the time period specified
by Partnerize, then Partnerize may terminate this Agreement on immediate notice.

Apple Services Advertiser terms:
Program Terms and Conditions

These Program Terms and Conditions, together with Partnerize’s Terms and Conditions (collectively, the“Agreement”), establish the terms of use for Partner to participate in the Apple Services Performance Partners
Program, also known as the Affiliate Program (henceforth referred to as “Program”).
By becoming a participant of the Program on the Partnerize network, Partner also agrees to adhere to
the following Program Terms and Conditions.
Apple Inc. or its applicable affiliated entity (collectively, “Apple”) shall be a third-party beneficiary to theAgreement.

PARTICIPATION IN THE PROGRAM

After Partner reads and agrees to the Agreement, Partner’s registration form and applicable website,
application, and/or service (each, an “Partner Property”) will be evaluated, and Partner will be notified if thePartner Property is accepted for participation in the Program. If Partner is accepted to participate in the
Program and the Partner Property is thereafter determined (in Apple’s sole discretion) to be unsuitable,
Partner’s participation in the Program may be terminated with immediate effect. The Agreement governs
participation in the Program only. Unsuitable Partner Properties include, but are not limited to, those that:• Infringe trademark rights of Apple or any third party or otherwise violate the rights of any third party• Contain sexually explicit materials• Contain hate/violent/offensive content• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, language,
political opinion, philosophical belief, or age• Promote illegal activities or otherwise violate any applicable laws, including those targeting "spyware,""adware," or SPAM• Violate any intellectual property rights, including, without limitation, scraping text or images from Apple's
websites or other properties (e.g., Apple Music, iTunes Store, App Store, Apple Books Store, or Mac App
Store)• Do not clearly state an online privacy policy to their visitors• Do not visibly provide disclosure where required by law on commissions or commercial interests relating to
the promotion of Apple products or services• Use misleading or fraudulent means to prompt clicks or drive traffic• Include an Apple trademark in the domain name• Otherwise are considered offensive or inappropriate

TERMS AND CONDITIONS

1. Program Terms and Conditions.

1.1. Partnerize may post on the Partner Management Area offers to pay Program participants a specified
commission in return for certain advertising services leading to a Qualifying Link (as defined below). If
such offers have been created via the Partner Management Area, its terms shall be deemed to be a partof the“Program Terms and Conditions”.
1.2. If a Partner is accepted into the Program, Partner’s participation in the Program shall be tracked byPartnerize and shall be governed by the Agreement. In the event of any inconsistency between thePartnerize Terms and Conditions and these Program Terms and Conditions, these Program Terms andConditions shall govern.
1.3. At any time, Partnerize or Apple may with or without notice (a) change, suspend or discontinue any
aspect of a Partner’s participation in the Program or this Agreement or (b) remove, alter, or modify any
logos, trademarks, service marks, trade dress, text links, codes, images, pictures, data feeds, text copy,
graphic, or banner ad submitted by Partnerize or Apple via the Partner Management Area (“Creative”).
Partner agrees to promptly implement any request to remove, alter or modify any Creative.
1.4. Participation of Partner in the Program through the Partner Management Area may be terminated byPartnerize upon immediate notice for any reason.
2. Use of Promotional Content.
2.1. Partner may use certain promotional content as may be provided through the Program, including
previews of songs and music videos, album art, and app icons ("Promo Content"), for the purposes ofpromoting the subject of the Promo Content or that subject’s inclusion in a related service; provided such
Promo Content: (i) is placed only on pages that promote the content on which the Promo Content isbased; (ii) is proximate to the appropriate Apple-approved web badge provided through the Program(“Badge”) that acts as a link directly to pages within the applicable country-specific store (each, a "Store,"and collectively, the "Stores") where consumers can access the promoted content; (iii) includes
attribution indicating the Promo Content was "provided courtesy of Apple" if such Promo Content
includes song or music video previews; (iv) is streamed only, and not downloaded, saved, cached, orsynchronized with video, if such Promo Content includes song or music video previews; (v) is not used forindependent entertainment value apart from its promotional purpose; (vi) is not used to promote anyother goods or services; and (vii) and Partner’s use of such content complies with all applicable laws,
statutes, ordinances or regulations, including, without limitation, language requirements foradvertisements, in all countries from which the Partner Property is accessible. With respect to any
country at which Partner Property is targeted or from which the Partner Property is accessible(collectively, the "Target Country"), Partner shall select and use only the Promo Content made available
through the Program for such Target Country.
2.2. To the extent that Partner displays on its Partner Property promotional content or creative that has notbeen provided through the Program, including but not limited to such content generated by Partner orother third party, (“Partner Creative”) (i) that incorporates a Qualifying Link (defined herein) as specified
in the Program Terms and Conditions or (ii) advertises Promo Content, such Partner Creative must be
proximate to an appropriate Badge. A "Qualifying Link" is a link directing the Customer from Partner'sPartner Property to a Store using a specially configured URL as specified in the Partner Management Areaor an Apple supported API as provided by Apple for use in the Partnerize Network.

2.3. Partner shall forward any claims received in connection with the Promo Content, Creative and/or Partner
Creative to Apple immediately upon receipt, and will remove any such content immediately from its
Partner Property upon request.
3. Use of Advanced Linking Tools.

Upon Partner’s request and upon Apple’s approval, Partnerize may provide access to certain tools for Partner
use in connection with links to the Stores, including the Enterprise Partner Feed ("EPF") and the Search API(collectively, the "Advanced Linking Tools"). Subject to the Program Terms and Conditions, Partnerize grants
Partner a personal, non-exclusive, non-transferable, non-sublicenseable license to use, reproduce, modify, andredistribute the data provided through the EPF solely to create links to the Store(s) in connection with
Partner’s participation in the Program. Except as expressly stated in the Program Terms and Conditions, noother rights or license, express or implied, are granted by Partnerize herein to the EPF or other Advanced
Linking Tools.
4. Partner's Responsibilities.
4.1. Partner will link its Partner Property to areas within the Stores using a Qualifying Link. Partner may post
as many Qualifying Links to the Stores as it likes on its Partner Property, in accordance with the Program
Terms and Conditions. Any link used with any of the Qualifying Links by Partner on its Partner Property
may not include any call to action other than for the purchase of one or more products or services on aStore. For example, a link may not include a call to action for the reading or composing of a productreview in a Store. The position, prominence and nature of links on the Partner Property shall comply withany requirements specified in the Program Terms and Conditions and/or the Partner Identity Guidelines,
as may be updated from time to time, (http://www.apple.com/itunes/link/), but otherwise will be atPartner’s discretion. Partner must ensure that the proper graphics are used with the appropriate URLs,
and that the URLs link to the correct area of the applicable Store. Partner promptly shall remove URL
links to the Stores upon Partnerize's request.

4.2. Partner may not bid on Apple trademark or service mark search terms or keywords unless expressly
approved by Apple or Apple-designated agency. This includes such terms utilized by any internet searchengine or other directory or referral services (e.g. Yahoo Search Marketing, Google, etc. (each, a "SearchEngine")) to return or prompt internet search results if such keyword is, includes, or is confusingly similar
to any Apple trademark or service mark, (including but not limited to Apple, Apple Music, iTunes, App
Store, Apple Books Store, Mac App Store, iMac, Apple Store, Mac, MacBook, iPod and iPhone; for acomplete list of Apple's trademarks, please see Apple's website at
http://www.apple.com/legal/trademark/appletmlist.html). Partner may be required to employ negative
keyword matching to prevent violation of this Section. Partner may bid on generic search terms (MP3,music, video, etc.) from Search Engines provided that Partner's search terms, listing titles, anddescriptions, and the content of their Partner Properties do not violate the copyright or any other rights
of Apple or any third party, as determined by Apple at its sole discretion, or otherwise violate the Termsof Service for the Search Engine that will display the advertising.
4.3. Other than by way of permitted use of the Advanced Linking Tools, Partner may not employ any
mechanical means to pull content from any Store or Apple site, including, but not limited to,programmatic crawling, downloading, viewing, or scraping.
4.4. Partner shall not make any representations, warranties or other statements concerning Apple, any Storeor Apple site, any of Apple's products or services, or Apple's site policies, except as expressly authorized
by the Program Terms and Conditions.

4.5. Partner is responsible for notifying Partnerize or Apple of any malfunctioning of the Qualifying Links orother problems with Partner 's participation in the Program.
4.6. Partner will not present or use any content on its Partner Property, including, without limitation,
graphical images, logos, text copy, editorial copy, press releases or marks, that (i) could be interpreted tosuggest that such content has been authored or otherwise provided by, or represents the views or
opinions of, Apple; (ii) is misleading, defamatory, libelous, obscene, or otherwise objectionable; (iii)
infringes, derogates, dilutes, or impairs the rights of Apple or any third party; (iv) refers to Apple but isused as part of a name of a product or service of a company other than Apple; or (v) is used in any othermanner inconsistent with any term of the Program Terms and Conditions or with any provision of law.

4.7. Partner will not engage in deceptive software download or computer settings practices to promote
Apple, the Stores or any Apple site. The prohibited deceptive practices include, but are not limited to,
installing software without user knowledge, changing a user's home page without securing user
permission, and offering downloadable software that does not install or operate as intended.
4.8. Partner will not list or refer to Apple as a sponsor of any promotion without Apple’s prior written
approval.
4.9. Partner must clearly and conspicuously provide disclosure of any commercial interests as required by
local or foreign regulation. This applies in any capacity where Apple has approved the Partner’s
promotion of Program content on Sites, Apps, Social Media or any such other related properties.

4.10. Partner acknowledges that Stores covered under the Program may have additional restrictions

on marketing activities. See link for more details: https://performancepartners.apple.com/linking
5. Links.

5.1. Partner is solely responsible for testing links to ensure they are working properly. Neither Partnerize,
Apple, nor authorized third party vendors shall have any liability for inoperable or incorrectly placed links.
5.2. Partner shall monitor all links to ensure operability. This includes testing and maintaining current
databases of links.
5.3. Partner shall not make any modifications to any links received from Apple; provided, however that
Partner may change the value of a parameter made available by Apple to identify a particular Partner
campaign, solely to the extent that such a parameter does not include any user- or device-level
identifiers such as IDFA, Android ID, publisher tracking ID, clickID, or any other data that identifies aparticular user or device.

6. Commissions.

6.1. Partner shall earn the commission specified in the offer posted in the Partner Management Area if aStore customer (a "Customer") purchases a commission-eligible product or service that is the subject of
the Program during a Session (defined below), and if such Customer has accessed the Store andpurchased such product or service via a Qualifying Link (as defined below). The list of products andservices that will be eligible for a commission under the Program can be found in the Partner
Management Area. Products and services eligible for a commission are subject to change without noticein Apple's sole discretion and Partner shall check the updated list of commission-eligible products andservices on a daily basis. Neither Apple nor Partnerize shall bear any responsibility for payment of acommission on commission-ineligible products or services, or ineligible sales (including where products
or services are purchased for unauthorized purposes).

6.2. A "Session" is the period of time beginning when a Customer initially arrives at a Store via a Qualifying
Link from the Partner's Partner Property ("Initial Contact"), and ending at the earliest of (i) 24 hours after
Initial Contact, (ii) the time at which the same Customer subsequently arrives at any Store via anotherpublisher link (iii) the time at which the Customer deletes cookies from his or her device or computer, or(iv) the expiration or termination of the applicable Program Term. For avoidance of doubt, no Qualifying
Link shall exist if it includes any call to action other than for the purchase of a product or service from aStore; and Partner acknowledges that a Session will not commence unless cookies are enabled on the
Customer’s device or computer.
6.3. Partner acknowledges and agrees that Apple shall have the sole right and responsibility for processing allorders made by Customers. Partner acknowledges that all agreements relating to sales to Customers
shall be between Apple and the Customer.
6.4. The determination as to whether a sale is made via a Qualifying Link, and whether a commission ispayable, will be made by Apple and is final and binding on both Partner and Partnerize. As between

Partnerize and Apple, prices for the products and services will be set solely by Apple, or the seller of thecontent (as applicable), in its sole discretion.
6.5. Partner shall not be entitled to commissions and shall reverse any commissions already paid (uponPartnerize’s request or upon Apple’s request to Partnerize) if, in Partnerize’s or Apple’s judgment,
Partner (i) is in breach of this Agreement, (ii) has engaged in any misleading or fraudulent activity,
including, but not limited to, cookie stuffing, cloaking, or forcing pop-ups, or (iii) is uncooperative or
deceptive in relation to an investigation by Apple and/or Partnerize into Partner’s activities under thisAgreement.
7. Ownership and Licenses.

7.1. Partner, Partnerize and Apple, each and individually, owns and shall retain all right, title and interest in its
names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including,
without limitation, those names, logos, trademarks, service marks, trade dress, copyrights andproprietary technology currently used or that it may use or develop in the future.
7.2. Partnerize, if authorized by Apple, grants Partner a revocable, non-exclusive, worldwide license to use,
reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary
technology posted on the Partner Management Area solely for the purpose of creating links from
Partner's Partner Property to the Stores in connection with the Program. Except as expressly set forth inthese Program Terms and Conditions or permitted by applicable law, Partner may not copy, distribute,modify, reverse engineer, or create derivative works from the same. Any goodwill resulting from
Partner's use of Apple's name, logos, trademarks, service marks and trade dress will inure solely to thebenefit of Apple and will not create any right, title or interest for Partner. Partner shall not sublicense,
assign or transfer any such licenses for the use of the same, and any attempt at such sublicense,
assignment or transfer is void. To the extent the registration of licensing of intellectual property rights isrequired under applicable law, Partner shall file a respective license agreement or any other agreement,
which governs the licensing of intellectual property rights, and register it with a relevant authority.
7.3. Partner may use only the Creative posted in the Partner Management Area, and only in connection with
the Program. Creative is to be used solely for the purpose of advertising content on the Stores. Partner's
use of the Creative shall comply with the Partner Identity Guidelines(http://www.apple.com/itunes/link/), which may change from time to time. Partner shall not use theCreative in connection with any activity that disparages Apple, or its products or services, or thatdamages the reputation for quality inherent in the same. The use of creative or content that is posted onother sites, found in other emails or other sources, manipulated in any way or derived from any means
besides the Partner Management Area is not permitted. If Partner does not fully comply with thisprovision Apple may withhold commissions, immediately cause Partnerize to terminate the Agreement,
require that Partnerize immediately remove Partner from theProgram, or utilize any remedy otherwise available in law or in equity.
7.4. Partner's use of the names, logos, trademarks, service marks, and trade dress pursuant to Section 7.2 and7.3 must be in a manner that is clearly less prominent than that of Partner's name, logos, trademarks,
service marks, trade dress, products and/or Partner Property name. Partner shall not create or attempt
to create an impression that there is an association or affiliation between Apple and Partner beyond thearrangement that the Agreement governs.

7.5. Partner shall always maintain the quality of its services at a level satisfactory to Partnerize and Apple.
Partnerize and Apple shall at all times have the right to review Partner's activities related to the Agreement.
7.6. Partner shall immediately cease using Apple's name, logos, trademarks, service marks, trade dress,
proprietary technology and any other Creative upon the termination of its participation in the Program.
7.7. Partner grants Partnerize a non-exclusive, worldwide, royalty-free license, with right to sublicense, touse, reproduce and transmit any graphic or banner ad submitted by Partner solely for co-branding
purposes or as a return link from Apple's site to Partner's Partner Property. Partnerize will ensure that
Apple will remove such graphic or banner ad upon Partner's request.
8. Confidentiality.

8.1. Except as otherwise provided in the Program Terms and Conditions or with Apple's prior written consent,
Partner agrees that all information including, without limitation, the terms of the Program Terms andConditions, Apple's business and financial information, its customer lists, and its pricing and sales information,
shall remain strictly confidential and shall not be utilized, directly or indirectly, by Partner for its own businesspurposes or for any other purpose. Notwithstanding the foregoing, Partner may deliver a copy of any suchinformation (a) pursuant to a court order, or by any administrative agency (provided that a court order is not
required by applicable law), (b) to its accountants, attorneys, or other agents on a confidential basis, and (c)otherwise as required by applicable law, rule, regulation or legal process, provided Partner provides Apple
notice of such requirement prior to any such disclosure, and takes reasonable steps to obtain protective
treatment of such information.
8.2. Partner acknowledges and agrees that Apple shall own and retain all right, title and interest in all names,
addresses and other identifying information of Customers visiting Apple's sites ("Customer Data") that
Apple collects, including without limitation, Customers who access Apple's sites through Qualifying Links,
and Partner shall have no right to use any such Customer Data.
9. Privacy.

9.1. Partner shall not send out any emails, directly or indirectly, that advertise or promote Apple, its products,
services, web sites, or offers without Apple's prior express written consent, and Apple's approval of final
email content must be obtained from Apple in each and every instance; provided, however, if suchadvertisement or promotion included in such email is limited solely to the inclusion of a Qualified Link,
then no such consent of Apple shall be required. Partner emails must comply with any applicable local
laws that apply to the transmission of Partner's emails (including, for example, the United States CANSPAM Act of 2003).
9.2. Partner shall not send any email or other form of electronic message, advertisement or otherpromotional communication containing Apple's name, product or service, web site address, metatag or
any other type of identifier to any recipient unless the recipient has directly consented to receive such
communication from Partner or Partner has a pre-existing business relationship with the recipient which
legally allows Partner to send such communications. In addition, Partner agrees to provide a recipient ofsuch communication with the ability to "opt out" of further communications from Partner either bycalling a toll free number or by sending an "unsubscribe" email to Partner.
10. Termination.

10.1. Participation of Partner in the Program through the Partner Management Area or the Agreement may beterminated by Partnerize with immediate effect on notice to Partner for any reason, including but notlimited to at Apple’s request upon Apple’s (i) determination that there are technical or operational issues(e.g., interruptions caused by, or shifts in, online/Internet technology) that adversely affect compliancewith the Agreement, or (ii) suspicion that Partner may be involved in misleading or fraudulent activity. In
addition, Partnerize may immediately suspend or terminate a Partner in the event any Partner materiallybreaches or violates any term or condition of the Agreement, or if Partner attempts to generatecommissions fraudulently, through misrepresentation or any violation of the terms of the Agreement; inwhich case, Partnerize reserves the right to withhold payment of commissions pending an investigationof the suspected fraud, breach or misrepresentation. Termination of the Agreement shall also terminate
any and all outstanding Program Terms and Conditions. However, all rights to payment for undisputed
amounts, causes of action and any provisions that by their terms are intended to survive termination
shall survive termination of the Agreement.
10.2. The Agreement shall commence once Partner has accepted the terms of the Agreement and Partner’s
application for the Program has been approved, and shall terminate as set out herein.

10.3. Partner expressly agrees to waive and set aside their respective rights and obligations under any
applicable law in the event of any termination of the Agreement to the extent that such law requires any
judicial pronouncement for the termination of the Agreement.
11. Representations.

11.1. Partner and Partnerize represent to the other that it has the authority to enter into these Program Terms
and Conditions, perform its obligations herein, and sufficient rights to grant any licenses granted herein.
11.2. Partner represents that: (a) the contents of its Partner Property (as applicable) do not (i) infringe on
Apple's or any third party's copyright, patent, trademark, trade secret or other proprietary right or rightof publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) containdefamatory or libelous material; (iv) contain lewd, pornographic or obscene material; (v) violate any laws
regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or containhate speech; or (vii) contain viruses, trojan horses, worms, time bombs, or other similar harmful ordeleterious programming routines; and (b) that Partner has and complies with a privacy policy that isprominently displayed on its
Partner Property (as applicable) and in conformity with applicable privacy laws.
11.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTNERIZE NOR APPLE MAKES
ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OFNON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE
PROMO CONTENT, ADVANCED LINKING TOOLS, CREATIVE, BADGES, AND ANY OTHER MATERIALS ORTECHNOLOGY PROVIDED DIRECTLY OR INDIRECTLY BY OR FOR APPLE, OR THEIR USE AND OPERATION, ALONEOR IN COMBINATION WITH YOUR MATERIALS. ALL SUCH PROMO CONTENT, ADVANCED LINKING TOOLS,CREATIVE, BADGES, AND ANY OTHER MATERIALS OR TECHNOLOGY, ARE PROVIDED “AS IS” AND “AS
AVAILABLE”, AND PARTNERIZE AND APPLE DO NOT WARRANT THAT ANY OF THE FOREGOING WILL MEETYOUR REQUIREMENTS, THAT ANY USE OR OPERATION (IF APPLICABLE) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS
WILL BE CORRECTED, OR WILL BE COMPATIBLE WITH ANY PRODUCTS, SOFTWARE, OR SERVICES. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY PARTNERIZE OR APPLE OR AN PARTNERIZE OR APPLEAUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.
12. Indemnification.

Partner agrees to indemnify and hold harmless, and at Apple’s request, defend, Apple and its affiliates,
directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries
or expenses (including reasonable attorneys' fees) brought by a third party, arising out of the Program or thisAgreement, including but not limited to a breach, or alleged breach, of any of its representations or obligations
herein. If requested, Partner will assume control of the defense or settlement of such claim, provided that
Partner shall not take any position adverse to Apple's interests, and shall meaningfully consult with Apple, withrespect to such defense or settlement. Apple shall have the right, at its expense and with its chosen counsel, toparticipate in the defense of any such claim and/or, at Apple’s discretion, to settle any such claim at its expense.
13. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PARTNERIZE OR APPLE BE
LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT
NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR
BUSINESS INTERRUPTION) ARISING IN ANY WAY OUT OF THE PROGRAM OR THIS AGREEMENT, HOWEVER
CAUSED AND WHETHER UNDER THEORY OF CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE), STRICTLIABILITY, OR OTHERWISE, EVEN IF PARTNERTIZE OR APPLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGE.
14. General.

14.1. Partner and Partnerize shall act as an independent contractor and shall have no authority to obligate orbind the other in any respect. Nothing in this Agreement is intended to or shall operate to create apartnership or joint venture of any kind between Apple and Partner, or to authorize either Apple orPartner to act as agent for the other, and neither Apple or Partner shall have authority to act in the nameof, or on behalf of, or otherwise to bind the other, in any way (including but not limited to the making of
any representation or warranty, the assumption of any obligation or liability and the exercise of any rightor power). In particular, but without limitation, Partner (a) shall not act as the agent of Apple and shallhave no authority to solicit orders from, or to make representations to, potential customers of Apple’s
products or services, (b) shall in no event act on behalf of Apple and/or oblige Apple by any means
whatsoever, and (c) shall make the limitations in paragraphs (a) and (b) above clear to any third party.
14.2. Partnerize may modify any of the terms and conditions contained in this Agreement, at any time and inits sole discretion, by posting a change notice or a new agreement on the Partner Management Area andgiving Partner notice of the modification through the Partner Management Area or through a subsequent
written agreement between the parties. IF ANY MODIFICATION IS UNACCEPTABLE TO PARTNER, ITS ONLYRECOURSE IS TO TERMINATE THIS AGREEMENT. PARTNER'S CONTINUED PARTICIPATION IN THE
PROGRAMFOLLOWING APPLE'S POSTING OF A CHANGE NOTICE OR A NEW AGREEMENT ON THE PARTNER
MANAGEMENT AREA WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE OR NEW AGREEMENT, AS
APPLICABLE.
14.3. Partner and Partnerize agree that Apple shall be a third-party beneficiary and shall acquire rights
hereunder and be entitled to enforce terms of this Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999.
14.4. Except as otherwise required by applicable law, these Program Terms and Conditions have been made in
and shall be construed and enforced in accordance with the laws of England and Wales, and the English
courts shall have exclusive jurisdiction over any disputes arising out of this Agreement. Partner consents
to the exclusive jurisdiction of such courts, agree to accept service or process by mail, and waive any
jurisdictional or venue defenses otherwise available. Notices to Apple should be directed by certified mailto Performance Partner Program, Apple Services Marketing, 1 Infinite Loop 302-1KM, Cupertino,
California 95014, with a copy to Apple Inc. Legal Department, Internet Software and Services, 1 Infinite
Loop MS: 169-4ISM, Cupertino, CA
95014.

14.5. This Agreement may be agreed to in more than one counterpart, each of which together shall form one
and the same instrument. Partner and Partnerize agree that execution may be achieved in any format
convenient to the Partner and Partnerize. Partner will express affirmative acceptance of this Agreement's
terms and conditions by so indicating when asked to do so on the Partner Management Area, and if
requested, at a designated Apple's site.
14.6. The provisions of this Agreement are independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other orothers of them may be invalid or unenforceable in whole or in part.