Privio
Supplemental Terms and Conditions
To
Impact Platform Master Campaign Agreement
These supplemental terms and conditions (“Supplemental Terms”) are between Privio (as defined below, or “Advertiser”, “we”, “us”, or “our”) and the approved company (“Media Partner”, “you” or “yours) described on the EIO. These Supplemental Terms provide terms and conditions that modify or supplement the terms and conditions to which you have agreed in the Master Campaign Agreement (as defined below).
Please read these Supplemental Terms carefully before you join Privio Technologies Partner marketing program. These Supplemental Terms form a part of the contract between you and Privio about your participation in Privio’s Media Partner marketing program. By participating in Privio’s Media Partner marketing program through the Impact Platform, you agree to these Supplemental Terms.
1. Definitions.
A. Capitalized terms used and not defined in these Supplemental Terms will have the meanings given in the Master Campaign Agreement (including Schedule 1), or the applicable EIO, unless further defined below in these Supplemental Terms.
“Agreement”, for purposes of these Supplemental Terms, means these Supplemental Terms, together with the Master Campaign Agreement (including Schedule 1) and the applicable EIO between Advertiser and Media Partner.
“Link” means a text link, graphical hypertext link or other linking code obtained from the Impact Platform which provide direct access to the Privio Platform.
“Master Campaign Agreement” means the Master Campaign Agreement (including Schedule 1).
“Privio” means Privio Technologies.
“Privio Platform” means the platform and related products and services designed to help small businesses manage their money.
A “Validated User” means any user of the Privio Platform who: (i) arrives at www.privio.co via a Link, (ii) completes the onboarding flow (“Start Date”), (iii) verifies the user’s email address (iv) logs into the Privio Platform at least once within 30 days after the Start Date, and (v) is a resident of the United States or Canada.
2. Program; Actions and Payouts.
A. Advertiser’s Media Partner marketing program allows approved companies operating their own websites (any such websites approved by Advertiser, “Media Partner Sites”) and/or subscription email services to: (i) advertise and promote specified Advertiser's products and services using Privio’s Creative and solely as permitted by the Agreement, (ii) post or circulate an approved graphical or textual internet hyper-link to the Media Partner Sites, and (iii) direct visitors to www.privio.co and any other websites designated by Advertiser.
B. Advertiser will pay a commission to Media Partner for new users who are Validated Users through Impact via the Platform in accordance with the Payout details on the EIO. No Payouts will be made to Media Partner for: (i) any user who Privio is unable to attribute to Media Partner; (ii) a user arriving via a Link who visited the Privio Site prior to the Start Date from a source other than Media Partner Sites; or (iii) any users who otherwise do not qualify as a Validated User.
3. Prohibited Media Partner Activities.
A. Media Partners shall not compete with Advertiser by bidding for paid search placement using (i) the "Privio" brand name or any other Advertiser service mark or domain name, (ii) any term that is confusingly similar to any of Advertiser’s service marks or other indicia of source, as reasonably determined by Advertiser (individually and collectively, “Restricted Terms”). Media Partner may not use the Restricted Terms in search result headings. Media Partner shall not purchase or use any domain name that includes a Restricted Term or publish any Media Partner sites that copy or are confusingly similar to the Privio Platform.
B. Media Partner shall not engage in cookie stuffing or include pop-ups, false or misleading links on Media Partner Sites; mask, obscure or otherwise deidentify the referring URL information; use redirects to hide or manipulate the original source; use redirects to bounce a click off of a domain from which the click did not originate in order to make it appear that it came from such domain; interpose content or enable any additional pop-up between a Link and the Privio Platform; directly or indirectly access, launch, and/or activate Links through or from, or otherwise incorporate Links in, any software application, website, or other means except as expressly authorized by Advertiser; “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from any Links, or any part, copy, or derivative thereto;
C. If Media Partner has more than one Media Partner Site it wishes to use for this Program, then Media Partner must disclose each participating URL to Advertiser.
D. Media Partner may not make any representations, either express or implied, or create an appearance that a visitor to the Media Partner’s website is visiting any other of the Media Partner Sites or any other Advertiser website. (For example, Media Partner may not "frame" a Media Partner Site without Advertiser's prior written approval.)
E. During the term of the Agreement, Advertiser may monitor the approved Media Partner Sites to confirm Media Partner is complying with the Agreement. Media Partner shall provide Advertiser with unrestricted access to the approved Media Partner Sites for this purpose.
F. Media Partner may not induce or assist other individual or entity to take any action that Media Partner is forbidden to take under the Agreement.
4. Termination.
5. Miscellaneous Terms.A. The term of the Agreement begins on the date Media Partner accepts an EIO and will continue until expiration of the EIO, unless earlier terminated by Advertiser or Media Partner for any reason or no reason by providing written notice at least one business day prior to the date termination is to be effective.
B. Advertiser may immediately terminate the Agreement if Media Partner breaches the Agreement or otherwise engages in any behavior that Advertiser determines, in its sole discretion, to be illegal, fraudulent, misleading, or otherwise improper, and Media Partner will not receive any Payouts. For purposes of notification of immediately termination by Advertiser, delivery via email is considered a written and immediate form of notification.
5. Miscellaneous Terms.
A. In the event of a conflict between these Supplemental Terms and the Master Campaign Agreement or these Supplemental Terms and the EIO, these Supplemental Terms will control.
B. This section replaces Section 3, Governing Law and Venue, set forth in Schedule 1 of the Master Campaign Agreement.
(1) If the Agreement is between you and Privio Technologies (i) the Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of laws provisions; and (ii) exclusive jurisdiction and venue for any action arising under the Agreement shall be in the federal and state courts located in California, and you and we both hereby consent to such jurisdiction and venue for this purpose.
