Notice of Revisions to the Publisher Membership Agreement - February 4, 2015 (updated)
Much has changed about us in the last few years as we reorganized our business and now go by the name Rakuten Marketing LLC. We have expanded the reach of the Rakuten Affiliate Network (formerly the LinkShare Network) operated in the United States, Canada and the United Kingdom to include additional territories, including Australia, Brazil, France and Germany. Rakuten Marketing has significantly revised its Publisher Membership Agreement (“PMA”) and has consolidated the separate PMAs from all of our regional Networks into one Global PMA. We have also updated the Network Policies and Guidelines. The Global PMA and updated Network Policies and Guidelines will be effective at 5:00 p.m. (EST) on February 4, 2015 (“Effective Date”).
You can find the revised agreement at http://marketing.rakuten.com/publisher-membership-agreement and a summary of the major revisions to the PMA, below:
- Preamble: We have consolidated all of our various PMAs into one global PMA and depending on where you live or where your business is headquartered, the PMA is between you and Rakuten Marketing or between you and one of our corporate affiliates that operates the Rakuten Affiliate Network (“RAN”) in the applicable region.
- Section 5.4 (Distribution of Qualifying Links) – We confirm that if you operate a subpublisher network that distributes Qualifying Links from an Advertiser, you are responsible for any breach of the PMA and any acts/omission by such subpublisher and Rakuten Marketing reserves the right to prohibit you from distributing Qualifying Links to subpublisher sites.
- Section 5.5 (No Modification, Etc. of Qualifying Links) – We clarify that you shall not create any Qualifying Links unless authorized by a Network Advertiser.
- Section 10.2 (Use of Your Personal Information) – We have expanded the scope of how we and Rakuten Marketing Related Parties may use your personal information, as follows: to facilitate payments to you; to send email/marketing communications about our or Rakuten Marketing Related Parties’ services; for benchmark and analysis; and in connection with an investigation to determine whether you have violated the PMA (including disclosures to third parties and/or law enforcement) . With respect to publishers in Europe, we have also added an acknowledgement and consent to transfer or store your personal data outside of Europe.
- Section 12.1 (Confidential Information) – we have added a clarification that “Confidential Information” includes reports, non-public information of Advertisers and software codes provided to you by Rakuten Marketing.
- Section 13.2 (European Region Publishers) – If you live in a EEA member state or Switzerland, we have added some local invoicing and tax requirements that will be required in order to compensate you for commissions earned in the RAN.
- Section 13.3 (Australian Region Publisher) – If you live in Australia or operate your business in a manner that subjects you to Australian tax, we have added this section on local tax requirements.
- Section 13.6 (Right to Assess Fees) –We have decreased our notification period from 1 month to 14 days to be consistent with other notification periods in the PMA.
- Section 17.1 (Limitation) – We have increased our (and the Rakuten Marketing Related Parties) liability cap from $25 to the sum equal to the lesser of $1,000 or the average of 3 months of commission fees payable to you prior to the claim.
- Section 18.1 (Indemnification) – We have clarified your indemnification obligations and narrowed the scope.
- Section 22.1 (Informal Dispute Resolution) – We have added an informal dispute resolution process to meet within 30 days to address and resolve disputes.
- Section 22.8 (Arbitration) - In the event that we are unable to resolve disputes via Informal Dispute Resolution period, we have added a binding arbitration clause to refer disputes to the International Institute for Conflict Prevent and Resolution (“CPR”).
- Section 22.12 (Class Action Waiver) – We added a class action waiver to the PMA.
- Appendix 1 (Asian Region Supplement) – If you live in an Asian region or have a business that is headquartered in Asian, you will be subject to the additional requirements set forth in this Appendix.
- Appendix 2 (Australian Region Supplement) - If you live in Australia or have a business that is headquartered in Australia, you will be subject to the additional requirements set forth in this Appendix.
- Appendix 3 (Brazilian Region Supplement) - If you live in Brazil, have a business that is headquartered in Brazil or you are otherwise targeting Brazilian end users, you will be subject to the additional requirements set forth in this Appendix. Please also note that if you are participating in any Network Advertiser programs in Brazil (irrespective of where you live in the world), you will also need to consult the Rakuten Marketing Brazil Payment Policies found in the updated Network Policies and Guidelines.
- Appendix 4 (European Region Supplement) - If you live in the EEA or Switzerland, have a business that is headquartered in EEA or Switzerland or you are otherwise targeting end users in the EEA or Switzerland, you will be subject to the additional requirements set forth in this Appendix.
As we have significantly revised the PMA, we encourage you to re-read the new PMA and the Network Policies and Guidelines in its entirety. If you wish to continue to use and participate in the Rakuten Affiliate Network (“RAN”) and/or Rakuten Marketing Offering on or after the Effective Date, you will be deemed to have accepted the revised terms. If you do not wish to accept the revisions to the PMA, you must terminate your PMA in accordance with the specific termination provisions of your current PMA.
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