Connexity Merchant Agreement

(Effective January 23, 2024)

This Connexity Merchant Agreement (the "Agreement") is made between Connexity, Inc., a Delaware corporation with its principal place of business at 2120 Colorado Ave., Suite 400, Santa Monica, CA 90404, U.S.A. ("Connexity", "we", "our", or "us") and you, the company that wishes to participate as a "Merchant" (and if applicable, the Agency representing such Merchant and entering into this Agreement on such Merchant's behalf) ("Merchant", "you", or "your") in the Service as defined below and/or any other products or services we may provide.

We shall undertake the activities described in this Agreement in order to generate click-throughs, swipes, or other consumer actions on the links within Merchant Content ("Clicks") that are generated from the Connexity Network to your Merchant website(s). The foregoing is the "Service".

This Agreement explains your and our respective obligations in relation to the Service. By completing and submitting your Merchant Registration or otherwise participating in the Service, you agree to the terms and conditions of this Agreement.

  1. Grant of Rights.

    1. You grant Connexity and its affiliates (the "Connexity Companies"), and third party entities with which Connexity has a relationship (collectively with the Connexity Companies, the "Connexity Entities") a non-exclusive, revocable, royalty-free, worldwide right and license to use, display, reproduce, compile, modify and distribute Merchant listings (which may include text and graphics, information on product characteristics, availability, price, offers, or promotions), advertising, headlines, thumbnail images, videos, or other content containing links to locations on your Merchant website(s) (collectively the "Merchant Content") throughout, on or in connection with Connexity-owned or third party websites, digital properties, apps, utilities, platforms or devices with or on which the Connexity Entities have a relationship or the right to distribute Merchant Content (collectively, the "Connexity Network"). This right and license applies to any other related data and information you provide Connexity or that is generated from, or you allow us to directly obtain from, your Merchant website(s).

    2. You grant the Connexity Entities a non-exclusive, revocable, royalty-free, worldwide right and license to use your trademarks, service marks, trade names and content on your Merchant website(s) ("Merchant Marks") in connection with the Service, the Connexity Network, and this Merchant Content license herein, and for associated publicity and related purposes. You reserve any rights in and to Merchant Content and Merchant Marks not expressly granted in this Agreement.

    3. We grant you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free right during the term of this Agreement, and solely in connection with the Service and subject to guidelines that Connexity may offer from time-to-time, to access and use (i) the Service; (ii) the Connexity Network; (iii) our products, services and content, including, but not limited to, all text, illustrations, files, images, icons, computer programs, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation and interactive features, any reports Connexity creates, the data that Connexity collects in connection with the foregoing (collectively, "Connexity Content"); and (iv) the trademarks, service marks, trade names, logos, and trade dress that may appear in connection with the Service or the Connexity Network ("Connexity Marks"). You acknowledge and agree that Connexity, its licensors, or both, own(s) all intellectual property rights, including derivative works and enhancements, to the Service, the Connexity Content, and the Connexity Marks. Each party acknowledges and agrees that its use of the other’s marks will not create in such party any right, title or interest in such marks and that all such use of the marks of the other party and the goodwill generated thereby will inure to the benefit of the other party.

    4. Additionally, we may provide to you, and grant you the right to place on your Merchant website(s), a pixel(s) or other tracking technology (the "Pixel(s)"), in connection with the Service, and as detailed in the Privacy Terms. We may update, change, or substitute the Pixel(s) at any time provided it does not materially disrupt the functioning of your Merchant website(s) and otherwise serves similar purposes, and you agree to adopt any such change or substitute to the Pixel(s) within a reasonable time.

  2. Account. To participate in the Service you must have and maintain a Merchant Account (your "Account") for purposes of managing your activity and advertising charges.

    1. Confidentiality/Activity. You must keep any User ID, password, and other Account information confidential and are fully responsible for all Account activity (including actions of agents, employees, representatives or third parties). We will not review, and are not responsible for, your Account activity or your mistakes managing your own campaigns. You agree to notify us immediately of a breach or unauthorized use of your Account by email to support@connexity.com.

    2. Balances/Inactive Accounts. You may be required to fund your Account to pay for charges for Clicks and other charges associated with the Service. It is your responsibility to keep your Account active and to terminate your Account if you no longer wish to participate in the Service. If you have not had a Click and have not made any payment to your Account for a period of at least twelve (12) months, we may assess a monthly $25 (or equivalent amount in local currency, as determined by us) account administrative fee against the balance of your Account.

    3. Pausing. You have the ability to pause your advertising activity from within your Account at any time.

  3. Advertising Charges.

    1. You will be charged, and agree to pay, for all charges for Clicks. You agree that charges will be based on the total number of Clicks multiplied by the Cost per Click ("CPC") rate that has been determined for each Click by our dynamic proprietary pricing system, which automatically adjusts CPC rates based on traffic quality and other inputs including any provided performance target(s). As such, Clicks are not priced at predetermined CPC rates. You can review the number of Clicks and advertising charges incurred within your Account. The charges represented in your Account are the definitive record of amounts owed to Connexity under this Agreement and will be used to calculate the amounts due to Connexity hereunder. We may adjust our policies regarding advertising charges from time-to-time upon prior notice to you.

    2. You may provide us performance targets for campaigns, such as cost of sale or return on ad spend targets, via the "Contact Us" link through your Account or by written communication to your account manager, as applicable; however, those targets are not guaranteed. Where you have not provided a performance target, Connexity is hereby authorized to set performance targets on your behalf.

    3. You may provide a campaign budget by executing an IO or written communication to your account manager, as applicable, and we will use commercially reasonable efforts to meet the budget. However, absent such written communication, the budget is considered uncapped.

  4. Payment.

    1. You agree to pay all charges in U.S. dollars (or other local currency, as determined by Connexity) in accordance with the payment plan and billing terms applicable to you, including any sales, use, VAT, or other similar taxes which are billed and/or owed in addition to the payment plan charges (together "Plan"), the full details of which may be accessed by logging into your Account.

    2. We may extend invoice payment terms to you in our sole discretion, and only after receiving your completed application for credit. Otherwise, you must provide a valid credit card. If a credit card is used, you hereby authorize Connexity to charge/withdraw from your credit card or bank account amounts consistent with the terms of your Plan. If we do invoice you (email shall suffice), you shall pay each invoice within thirty (30) days of invoice date unless different payment terms have been agreed to in writing between the parties. Unpaid amounts are subject to all expenses and fees related to collection.

    3. Any disputes regarding any charge or invoice must be raised with us in writing within sixty (60) days after the date of such charge or invoice. Charges or invoices not disputed within this time period will be considered final and accepted by you, and will not be eligible for any refund, credit or other billing adjustment.

  5. Obligations.

    1. Each party represents and warrants that it has the full power and authority to enter into this Agreement and to consummate the transaction contemplated herein and that the persons executing this Agreement on each party’s behalf have the authority to do so. The parties agree to perform any and all lawful additional acts, including without limitation, execution of additional stipulations, agreements, documents, and instruments, as are reasonably necessary or as reasonably requested by any party hereto at any time to effectuate the intent of this Agreement, to satisfy the terms and conditions contained herein, or to give full force and effect to this Agreement.

    2. You represent and warrant that:

      1. All information you provide or direct us to about your business, products, services or otherwise, including Merchant Content, is and will be accurate, complete and current.

      2. Neither the content on your Merchant website(s), in any Merchant Content you provide us nor other materials you provide us will or does: (i) violate any federal, state or local law or regulation; (ii) infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (iii) breach any duty toward or violate the rights of any person or entity including, without limitation, rights of publicity or privacy, and/or will result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; and (iv) be false, misleading, defamatory, libelous, slanderous or threatening;

    3. We make no representations regarding the rank, location, prominence, or prevalence of any Merchant Content. We may refuse, edit or remove Merchant Content if we determine, in our sole discretion, that it violates this Agreement, applicable policies (including the Advertising Policies of Taboola, located here), or for any other lawful reason. However, we have no obligations to monitor, refuse, edit or remove any Merchant Content. To the extent we or a Connexity tool provides any suggestions to you with respect to Merchant Content, we shall not own, or be liable to you or any third party for such suggestions and related material, and you will remain solely liable for Merchant Content, as specified hereunder.

  6. Collected Data.

    1. The parties agree that the Connexity Merchant Privacy Terms, as updated from time to time, located at https://connexity.com/merchant-privacy-terms/ ("Privacy Terms"), are incorporated by this reference into this Agreement.

    2. Pixel(s). If you implement Pixel(s) on your Merchant website(s) as permitted under this Agreement, you acknowledge that the Pixel(s) will collect and transfer to the Connexity Companies Collected Data (as defined in the Privacy Terms) about users of your Merchant website(s), as more fully detailed in the Privacy Terms. You may only implement Pixel(s) on your Merchant website(s) in compliance with the Privacy Terms.

  7. Indemnification. You hereby agree to defend, indemnify and hold harmless the Connexity Companies, and their licensees, vendors, contractors, agents, directors, officers, and employees (collectively, "Agents"), from and against any and all liabilities, damages, costs, claims, and expenses (including, without limitation, reasonable attorney's fees and costs) that may arise from your participation in the Service or any other Connexity services, your breach of any of the terms of this Agreement, any content or materials that you provide us, any consumer's use of your Merchant website(s), or purchase or attempted purchase and/or use of any of your products or services.

  8. Warranty Disclaimers. YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE SERVICE IS AT YOUR OWN RISK. EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS MADE TO YOU IN THIS AGREEMENT, THE SERVICE IS OFFERED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER THE CONNEXITY COMPANIES NOR ANY OF THEIR AGENTS MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE SERVICE, ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICE OR ANY OTHER CONNEXITY PRODUCT OR SERVICE, OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. CONNEXITY HEREBY DISCLAIMS ON BEHALF OF ITSELF AND THE CONNEXITY COMPANIES, AND THEIR AGENTS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION: (I) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE SERVICE, OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICE OR ANY OTHER CONNEXITY SERVICE, OR AS TO THE CUSTOMERS, CLICKS, TRAFFIC OR OTHER BENEFITS TO BE GENERATED BY THE SERVICE, OR THAT THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE; AND (II) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

  9. LIABILITY LIMITATIONS. ANY LIABILITY OF THE CONNEXITY COMPANIES OR ANY OF THEIR AGENTS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO AN AGGREGATE AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID TO CONNEXITY FOR YOUR PARTICIPATION IN THE SERVICE IN THE PRIOR SIX (6) MONTH PERIOD. IN NO EVENT SHALL THE CONNEXITY COMPANIES OR ANY OF THEIR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUES, LOSS OF GOODWILL, DEFAMATION OR LOSS OR DAMAGE TO DATA THAT ARISE FROM ANY ASPECT OF YOUR PARTICIPATION IN THE SERVICE OR ANY BREACH OR ERROR BY THE CONNEXITY COMPANIES WHETHER OR NOT THE CONNEXITY COMPANIES HAVE BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation on such damages shall apply whether or not the Connexity Companies are able to correct any problem or error, and whether or not the Connexity Companies have breached any warranty or obligation, or failure of the essential purpose of any other remedy, it being the intention of the parties to allocate the risk of such damages as provided herein in all circumstances, and you acknowledge that Connexity would not have entered into this Agreement but for this limitation on such damages.

  10. Modifications. We may from time to time modify the terms of this Agreement to reflect changes to our business practices and policies, changes in applicable laws or regulatory requirements or for other reasons. In the event we modify this Agreement, we will send notice to you at the email address we have on file and/or by posting notice of such modifications in the Business Services portion of www.connexity.com. Unless you notify us within ten (10) days of the day we send the email notice to you or post the modifications consistent with this Agreement, whichever occurs last, you will be deemed to have accepted the new terms. Notwithstanding the foregoing, your continued participation in the Service after the posting of modifications to this Agreement will signify your assent to and acceptance of the new terms.

  11. Termination; Suspension.

    1. This Agreement will remain in effect until terminated by either party. If you are dissatisfied with the Service or with any of the terms and conditions contained herein, your sole and exclusive remedy is to terminate your participation in the Service by giving us written notice as provided below.

    2. Notwithstanding anything contained in this Agreement to the contrary, we may, in our sole discretion and with immediate effect, pause, suspend, or terminate your Account and/or discontinue your participation in the Service or any other Connexity service or product at any time. All decisions made by us in this matter will be final and you agree that we shall have no liability to you or anyone else with respect to such decisions. No Merchant shall have any vested right or enforceable interest to participate in the Service.

    3. Following termination of this Agreement for any reason: (i) you shall no longer participate in the Service; (ii) you shall cease all use of Connexity Content, the Connexity Marks, and the Pixel(s).

  12. Notices. We may give general notices to participating Merchants by postings on the Business Services portion of www.connexity.com (using commercially reasonable efforts to notify you via email of any such postings), and you agree to be bound thereby. Notices specific to you will be sent, if possible, by electronic mail to your email address, or otherwise by U.S. mail, overnight delivery service or in person. You may give notice to us by email to support@connexity.com, or otherwise by U.S. mail, overnight delivery service or in person at the principal place of business stated in the first paragraph of this Agreement above.

  13. MANDATORY ARBITRATION & Dispute Resolution.

    1. In the event of any dispute between the parties arising from or in any way related to this Agreement, appropriate representatives of each party shall meet, within thirty (30) days after the written request of either party, and attempt to negotiate or mediate a mutually-agreeable resolution before either party is entitled to commence any arbitration proceeding or other legal action (as may be permitted by this Agreement). If such negotiation or mediation does not resolve the issue to the mutual satisfaction of the parties within sixty (60) days after such written request, then all disputes arising out of, relating to or connected with this Agreement will be exclusively resolved under confidential binding arbitration by the American Arbitration Association (AAA) held in Los Angeles County, California pursuant to the applicable AAA commercial rules for arbitration.

    2. Any arbitrator's award may be enforced by a federal or state court located in Los Angeles, California. No arbitration proceeding or other legal action may be commenced regarding any disputes arising out of, relating to or connected with this Agreement more than one (1) year after the date that the alleged breach or other grounds for dispute originally occurred.

  14. Choice of Law/Venue. This Agreement shall be governed by and construed under the laws of the State of California. Subject to the requirements in Section 13 ("MANDATORY ARBITRATION & Dispute Resolution), the sole and exclusive jurisdiction and venue for any dispute under this Agreement shall be the appropriate state or federal court sitting in Los Angeles County, California. We each irrevocably submit to the personal jurisdiction of such courts.

  15. No Trial by Jury/Class Action. We each hereby irrevocably waive any right to a trial by jury or to join claims with those of others in the form of a class action or similar procedural device for any dispute arising under this Agreement, whether brought in court or arbitration. If for any reason any court or arbitrator holds that the class action restriction set forth in this Section is unconscionable or unenforceable, then the terms of Section 13 ("MANDATORY ARBITRATION & Dispute Resolution") shall not apply and the class-wide dispute must be brought in court.

  16. Independent Contractor. Nothing in this Agreement is intended or should be construed to create a joint venture, partnership, franchise, agency or similar legal arrangement between Connexity and you or any other Merchant. We each operate as independent contractors under this Agreement.

  17. No Third Party Beneficiary Rights. Except for the Connexity Companies and their agents and affiliates, no person other than a party to this Agreement and its successors and permitted assignees shall have any right to enforce any of its terms.

  18. Assignment. You may not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. You consent to our delegation of the performance of some of the Service hereunder to the Connexity Companies, subject to us remaining liable for the complete and correct discharge of all its responsibilities hereunder.

  19. Force Majeure. Connexity shall not be liable if it is unable to provide temporarily or otherwise the Service or the Connexity Network or other services under this Agreement by reason of force majeure. For this purpose, "force majeure" means any circumstance not within Connexity’s reasonable control including, without limitation: (a) act of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) any law or any action taken by a government or public authority; (e) fire, explosion or accident; (f) any labour or trade dispute, strike, industrial action or lockout; (g) non-performance by suppliers or subcontractors; and (h) interruption or failure of internet or utility service.

  20. Governing Language. If there is any conflict between the English version of this Agreement and any translated version we may provide, we each agree that the English version will control in all instances.

  21. No Waiver. No waiver by either of us of any breach or default under this Agreement shall be deemed a waiver of any other breach or default. Neither the course of conduct between any member nor trade practices shall act to modify any provision of this Agreement.

  22. Integration. This Agreement, together with any future IO or Merchant Information Form that specifically references this Agreement, constitutes the entire and exclusive agreement regarding the subject matter hereof, and supersedes all previous written or oral agreements, proposals, negotiations, representations, and understandings between you and Connexity in connection with the Service, including but not limited to those contained in any confidentiality agreements, and all terms and conditions contained in any previously or subsequently provided Merchant or Agency provided purchase orders relating to payment for the Service, and you acknowledge that you have not relied on any statement, promise or representation made or given on behalf of us which is not set out in this Agreement.


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