By clicking the "I Accept" button, or by taking any similar action indicating agreement with these General Terms and Conditions for Partners ("Partner Terms"), you are entering into a binding agreement with GoodHolly.com ("Supplier"). This agreement applies either to you as an individual or, if you are acting on behalf of an organization, to that organization (in either case, the "Partner").
By clicking "I Accept" or taking a similar action, you acknowledge that you have read and understand the Partner Terms, represent and warrant that you have the authority to agree to the Partner Terms on behalf of the Partner, and accept the Partner Terms and agree to be legally bound by them.
If you do not agree to the Partner Terms, do not click "I Accept" or take any similar action, and you will not be able to access or use the products.
Both GoodHolly.com and the Partner may be referred to individually as a Party and collectively as the Parties.
Capitalized terms not otherwise defined in these Partner Terms have the meanings set forth below.
Advertiser means a third-party advertiser of goods or services that the Partner works with to promote an Offer.
Authorized User means individuals authorized by the Partner to access and use the Cloud Services, including authorized third parties, subject to the Partner’s limitations and obligations under the Partner Terms. Individuals ineligible under the Partner Terms cannot be Authorized Users.
Cloud Services mean any on-demand or subscription-based solution or technology-enabled service hosted and operated by the Supplier, including related documentation, embedded third-party content, and Supplier Materials required for use in accordance with the Partner Terms. Cloud Services exclude Third-Party Content.
Commission means the agreed amount payable to the Partner by the Advertiser resulting from a Conversion.
Conversion occurs when a Partner achieves the outcome specified by an Advertiser in an Offer, as measured and tracked by the Cloud Services.
Corporate Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, and is under common management with that Party.
Documentation refers to technical and functional materials provided by the Supplier, including manuals, instructions, installation guides, release notes, and online help files, as updated by the Supplier from time to time.
IP Rightsrefer to all present and future intellectual property rights, whether registered or unregistered, including rights related to patents, copyrights, trademarks, trade secrets, database rights, design rights, and similar protections worldwide.
Marks mean a Party’s logos, trade names, trademarks, service marks, word marks, and trade dress, whether registered or unregistered.
Offer means an agreement between Partner and Advertiser under which the Advertiser compensates the Partner for achieving specific advertising performance results.
Partner Data includes all information, data, and content provided by the Partner or its Authorized Users through the Cloud Services, as well as data created for the Partner through processing, excluding Supplier Materials.
Partner Interface means the portal providing the Partner with access to certain Cloud Services to connect with Advertisers and manage promotional Offers. The Partner Interface is a Cloud Service.
Personnel means any employee, director, officer, or subcontractor of a Party or its Corporate Affiliate.
Products collectively refer to the Cloud Services and the Support Services.
Supplier Materials include all information, data, content, processes, software, technologies, and materials developed or used by Supplier in connection with the Products. Supplier Materials include Usage Data but exclude Partner Data and Third-Party Content.
Support Services mean the standard or premium support and maintenance services provided by Supplier under the Partner Terms.
Territory refers to the geographic region where the Partner is authorized to use the Products, subject to Supplier’s right to designate ineligible countries.
Usage Data means de-identified data generated from Partner use of the Products, including measurement data, end user interactions, impressions, clickstream data, and related analytical information.
(a) Rights Granted & Permitted Use
(i) Cloud Services
GoodHolly.com grants Partner a limited, non-exclusive, non-transferable (except in compliance with Section 12) license to access and use the Partner Interface during the Term. This access is restricted to Authorized Users within the Territory, exclusively for managing relationships with Advertisers. Additional terms for other Cloud Services may be found in Appendix A to these Partner Terms ("Product Specific Terms" or "PSTs"), which apply if Partner uses those specified services. All other rights are reserved by GoodHolly.com. Partner is responsible for ensuring its Authorized Users comply with the Partner Terms and is liable for their actions.
(ii) Third-Party Authorized Users
(A) Corporate Affiliate Use
Partner may authorize its Corporate Affiliates and their employees to use Cloud Services. This is subject to the following conditions: Partner must have the authority to bind Corporate Affiliates and their Authorized Users to the Partner Terms by executing an Order Form. Partner must be licensed for any increased usage by Corporate Affiliates and their Authorized Users. Partner and Corporate Affiliates are jointly and severally liable for the use of Cloud Services. A breach by a Corporate Affiliate or its Authorized Users is considered a breach by Partner. Corporate Affiliate use rights are only valid as long as the Partner Terms are in effect.
(B) Service Provider Use
Partner may permit third-party service providers and contractors ("Service Providers") to use Cloud Services, but only as necessary for Partner's intended use under the Partner Terms. This authorization is subject to: Partner and Service Providers must have a written agreement ensuring compliance with terms similar to those in the Partner Terms, including license grants, restrictions, and non-disclosure of Supplier Confidential Information. Partner must be licensed for any increased usage by Service Providers. Partner is jointly and severally liable for Service Providers' use of Cloud Services. A breach by a Service Provider is considered a breach by Partner. Service Providers cannot use Cloud Services for their own business operations or to provide services to any other party.
(b) Restrictions
Partner agrees not to, and will not allow anyone else to, access or use the Cloud Services except as expressly allowed by the Partner Terms. Specifically, and without limiting the generality of the above, Partner shall not, unless expressly permitted by the Partner Terms: decompile, disassemble, reverse engineer, or attempt to derive the source code of the Cloud Services, subject to any non-waivable rights under applicable law; modify, enhance, alter the data structures of, or create derivative works from the Cloud Services; rent, lease, sell, sublicense, or transfer the Cloud Services to third parties; make the Cloud Services available to anyone other than Authorized Users who need such access; input, upload, transmit, or otherwise provide any unlawful or harmful information or materials to or through the Cloud Services, including any viruses, worms, malware, ransomware, or other malicious code (“Harmful Code”); use the Cloud Services in a way that infringes, misappropriates, or violates any intellectual property rights or other rights of any third party, or violates any applicable law; use the Cloud Services for competitive analysis of the Cloud Services; use the Software or Cloud Services to distribute or facilitate the distribution of Partner Data that contains or links to material that is unlawful, harmful, threatening, defamatory, obscene, harassing, or otherwise objectionable to Supplier; use data mining robots or similar data gathering or extraction methods on the Cloud Services; facilitate spam, excessive or unlawfully sourced data transfers, or engage in activities resulting in spam warnings from industry monitors; or use the Cloud Services for any fraudulent activities or misrepresentations regarding Conversions, Commissions, or otherwise.
(c) Changes
GoodHolly reserves the right, at its sole discretion, to make changes to the Cloud Services as it deems necessary or useful to maintain or enhance the quality or delivery of GoodHolly’s services to its customers, the competitive strength or market position of GoodHolly’s products, or the cost efficiency or performance of the Cloud Services, or to comply with applicable law.
GoodHolly.com, through its team, will offer Support Services for the Cloud Services. GoodHolly.com retains full discretion to decide which Support Services will be provided.
(a) Third parties, or GoodHolly.com on their behalf, may offer software, APIs, documents, data, content, specifications, products, equipment, components, websites, or professional services licensed by third parties ("Third-Party Content") that are compatible with or accessible through the Cloud Services and are not embedded in or inseparable from the Cloud Services. GoodHolly.com is not responsible for the licensing, implementation, or operation of Third-Party Content.
(b) Third-Party Content excludes any third-party software, libraries, or code that are embedded in or form an inseparable part of the Cloud Services and have been licensed by GoodHolly.com for use in Cloud Services ("Embedded Third-Party Content"). Partners must comply with any additional terms from providers of Embedded Third-Party Content, as specified in the applicable PSTs. If Embedded Third-Party Content includes open-source software, it is available under the respective open-source licenses listed in the applicable PSTs.
(c) When using Cloud Services in connection with Advertisers, Partners must create and enforce a contract with each Advertiser ("Partner-Advertiser Agreement"). This agreement must at a minimum include terms for documenting Offers and resolving disputes, not make representations or warranties on behalf of GoodHolly.com, ensure compliance with all applicable laws including Export Laws, and acknowledge that GoodHolly.com is not liable for any damages arising from the Partner-Advertiser Agreement, whether direct, special, incidental, or consequential. If GoodHolly.com provides sample terms for Advertisers, Partners acknowledge that these samples are for reference only and it is their responsibility to ensure their agreements are appropriate.
(a) Ownership of Products and Supplier Materials
GoodHolly retains all rights, title, and interest, including IP Rights, in the Products and Supplier Materials, along with any enhancements and modifications. Partners are granted only a license to use these Products and Materials. This agreement does not transfer any ownership or proprietary interest to the Partner, except for the limited licenses explicitly stated. Partners agree not to claim any rights or interests in the Products or Supplier Materials against GoodHolly, its affiliates, or licensors.
(b) Ownership of Partner Data
Partners retain all rights, title, and interest, including IP Rights, in their own data.
(c) Consent to Use Partner Data
Partners grant GoodHolly a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable license to access and use Partner Data as needed to enforce the Partner Terms, exercise rights, and fulfill obligations under the Partner Terms. GoodHolly is also granted a similar license to use Partner Data to create Usage Data, which will become Supplier Materials. If any Usage Data is ever considered Partner Data, Partners grant GoodHolly a license to use such data as necessary. GoodHolly will use Partner Data only as permitted by this section.
(d) Partner Feedback
GoodHolly owns all rights to any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Partners for improving the Products ("Partner Feedback"). GoodHolly has no obligations to Partners regarding this feedback, and Partners are not obligated to provide it.
(e) Use of Marks
Each party retains rights to its own Marks. Partners must obtain written consent to use GoodHolly’s Marks. GoodHolly may use Partner’s Marks in its promotional and marketing materials with permission, but no proprietary interest in the Marks is granted to GoodHolly. GoodHolly owns the rights to its marketing materials, except where Partner’s Marks are used. GoodHolly is not required to use or compensate for the use of the Marks. Partners can terminate this permission with 30 days' written notice, and GoodHolly will stop using the Marks after this period. However, existing materials with the Marks can still be used and distributed where reasonable changes are not feasible.
(a) Partner Responsibilities
Partners must adhere to all relevant anti-spam and data privacy laws and regulations. They are responsible for obtaining all necessary rights and permissions to use their data and to instruct GoodHolly to use their data in accordance with the Partner Terms. This includes securing rights to license the data to GoodHolly as specified in the Partner Terms.
Additionally, Partners are accountable for ensuring the integrity of their data, implementing controls to restrict access and usage of the Cloud Services to Authorized Users only, and taking commercially reasonable steps to secure and protect their data from unauthorized access and loss, as far as the features and settings of the product allow. These responsibilities lie solely with the Partner unless expressly stated otherwise in the Partner Terms.
(b) GoodHolly Responsibilities
(i) Compliance with Applicable Laws
GoodHolly will comply with all relevant anti-spam and privacy laws while fulfilling its obligations under the Partner Terms. GoodHolly will assist Partners as reasonably requested to help them meet their legal obligations, although such assistance may incur additional costs unless it results from GoodHolly's breach of the Partner Terms.
(ii) Data Security
The terms outlined in the Data Processing Agreement (DPA) will apply when GoodHolly processes any Personal Data as defined in the DPA. These terms are incorporated into this Agreement by reference.
If GoodHolly does not process any Personal Data, GoodHolly will implement reasonable technical and organizational measures to protect Partner Data from unauthorized use and disclosure. In the event of any unauthorized access, use, or disclosure of Partner Data within GoodHolly’s control, GoodHolly will notify the Partner within a reasonable timeframe after discovering the incident, use commercially reasonable efforts to investigate and resolve the issue, and provide the Partner with information as needed to aid their investigation.
(c) Mutual Nondisclosure Obligations
(i) Access to Confidential Information
Under the Partner Terms, both parties may gain access to the other’s Confidential Information. This includes any information disclosed that is clearly marked as confidential, identified as confidential at the time of disclosure and confirmed in writing, or should reasonably be known to be confidential given the circumstances. Confidential Information excludes information that the recipient can prove was known before disclosure, was public knowledge at the effective date, becomes public through no fault of the recipient, was received from a third party without breach of obligation, or was independently developed without breaching the Partner Terms.
(ii) Confidentiality Commitment
Both parties will treat each other’s Confidential Information with the same care they treat their own, and at least with a reasonable degree of care. This confidentiality obligation lasts for three years after termination of the Partner Terms, except for Products and Documentation provided by the Supplier, which must be kept confidential indefinitely.
(iii) Permissible Disclosures
Confidential Information may be shared with employees, subcontractors, consultants, agents, and representatives who need to know the information to fulfill obligations or exercise rights under the Partner Terms, provided they are contractually obligated to protect it. Partner Confidential Information may also be disclosed to the Supplier’s Affiliates to support work under a direct agreement. Each party is responsible for breaches of confidentiality by its representatives. The Supplier may disclose Partner Confidential Information to Advertisers or Third-Party Content providers as necessary to support Partner relationships.
(iv) Legal Disclosures
Disclosure of Confidential Information due to a subpoena or other legal process is not a breach, provided the receiving party promptly notifies the other party when legally permitted and offers reasonable assistance to seek protective measures.
(v) Injunctive Relief
The parties agree that breaches of confidentiality may cause irreparable harm for which monetary damages are insufficient. The non-breaching party may seek injunctive relief from a court of competent jurisdiction in the event of a breach or threatened breach.
(d) Sensitive Personal Information
Sensitive Personal Information includes financial data, sexual preferences, medical or health information, biometric data used for identification, and children’s personal information protected under applicable laws. Partners must not collect, process, or store Sensitive Personal Information using the Cloud Services without prior written consent from the Supplier. Executing an agreement or addendum that explicitly covers Sensitive Personal Information will be considered consent.
(e) Return and Destruction of Confidential Information
Upon termination or expiration of the Partner Terms, all rights related to the disclosing party’s Confidential Information will terminate, and the receiving party must cease access and use and securely delete or destroy such Confidential Information. Upon request, written certification of deletion or destruction must be provided. A copy may be retained if required by law or record retention policies, provided confidentiality obligations continue. The Supplier is not obligated to retain data more than thirty days after termination or expiration.
Partner agrees to defend, at their own expense, GoodHolly against any claims, demands, suits, or proceedings initiated by a third party arising from Partner’s misuse or non-compliance with the Products, allegations that Partner Data infringes third-party rights, or issues related to Partner’s relationship with Advertisers, including Offers or Partner-Advertiser Agreements.
Partner will cover all damages, attorney fees, costs, and settlement amounts approved in writing that are awarded against GoodHolly, provided GoodHolly promptly notifies Partner of the claim, allows Partner to control the defense or settlement, and provides reasonable assistance and information.
(a) Mutual Representations and Warranties
Both Parties represent and warrant to each other that they are duly organized, validly existing, and in good standing under the laws of their respective jurisdictions, have the full authority to enter into and fulfill their obligations under the Partner Terms, that execution of the Partner Terms by their representative has been duly authorized, and that upon execution by both parties, the Partner Terms will be legally binding and enforceable.
(b) Additional Supplier Representations, Warranties, and Covenants
GoodHolly warrants that its Cloud Services will materially conform to current documentation. As Partner’s sole remedy for any breach, GoodHolly will use commercially reasonable efforts to correct any reproducible material non-conformance reported within thirty (30) days from discovery, provided the non-conformance is not caused by Partner's negligence, gross negligence, or intentional misconduct, Partner’s failure to use the Cloud Services in accordance with the Partner Terms, third-party content or services not provided by GoodHolly, or Harmful Code unless introduced due to GoodHolly’s negligence or misconduct.
(c) Additional Partner Representations, Warranties, and Covenants
Partner warrants and covenants that it has complied and will continue to comply with all applicable laws and regulations, especially those related to the collection and use of Partner Data under the Partner Terms, and that it has all necessary rights and consents for the Partner Data, ensuring that its receipt and processing by GoodHolly does not infringe third-party intellectual property rights, privacy rights, or violate any applicable laws or regulations.
(d) Disclaimers
Despite the warranties mentioned above and to the maximum extent permitted by law, the products and third-party content are provided “as is” and “with all faults.” All other warranties, representations, guarantees, or conditions, whether express or implied, are disclaimed, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and the use of reasonable skill and care.
GoodHolly does not guarantee uninterrupted or error-free operation of the products, nor that they will meet all requirements or expectations. No warranties are made regarding interactions between Partners and Advertisers or third-party content provided with or as part of the products. GoodHolly is not responsible for third-party privacy or data security practices.
Limited warranties do not apply to products modified or altered by anyone other than GoodHolly, its affiliates, or personnel. GoodHolly personnel are not authorized to make warranties, and any such warranties are void. Some jurisdictions may not allow exclusion of certain warranties, and nothing excludes rights or remedies that cannot be lawfully limited. Partners are responsible for determining the suitability of the products.
GoodHolly’s total liability in connection with the products is limited to direct damages up to one thousand US dollars ($1,000.00). GoodHolly will not be liable for any special, indirect, incidental, or consequential damages, including loss of revenue, profits, goodwill, data, business interruption, failure to realize expected savings, data corruption, or third-party claims, even if advised of the possibility of such damages.
These limitations apply regardless of how the claim arises and form a material basis of the agreement. GoodHolly is not liable for claims arising from interactions between Partners and Advertisers, whether facilitated by the services or otherwise.
(a) Duration
The Partner Terms take effect on the date they bind the Parties, as detailed in the first paragraph of these terms (the “Effective Date”), and will remain in effect until terminated earlier by Supplier or Partner as outlined in the Partner Terms (the “Term”).
(b) Suspension
Supplier reserves the right to suspend Partner’s Product usage without prior notice for any reason or without any specific reason. In case of such suspension, Supplier retains the right to pursue additional remedies available under the Partner Terms or otherwise, and Partner loses access to Products and Supplier Materials, including Confidential Information, during the suspension period, except with prior written consent from Supplier to use such materials for rectifying the issue that led to suspension. Any notice under this section also fulfills the notice requirements for termination. Supplier’s decision not to suspend does not waive any rights under the Partner Terms.
(c) Termination
Either Party may terminate the Partner Terms with thirty (30) days’ written notice to the other Party. Supplier may immediately terminate the Partner Terms if Partner violates any law while using a Product or causes, or is likely to cause, significant harm to Supplier, its Corporate Affiliates, its Personnel, or the Products, or if Partner becomes insolvent, enters bankruptcy or similar proceedings, appoints a receiver or liquidator, or assigns property for the benefit of creditors.
(d) Consequences of Termination or Expiration
Upon termination or expiration of the Partner Terms, Partner loses all rights granted under the terms. Any obligations or provisions that are stated or reasonably intended to survive termination or expiration will continue, including but not limited to Sections 5, 6(c), 7, 9, 12, and 13.
Neither Party may transfer its rights or obligations under the Partner Terms without the prior written consent of the other Party. Supplier may assign the Partner Terms to any of its Corporate Affiliates without Partner’s consent, provided the terms continue to apply to the successor or assignee. If Partner undergoes a change in ownership to a direct competitor of Supplier, Supplier may immediately terminate the Partner Terms with written notice.
(a) The governing law and jurisdiction applicable to the Partner Terms depend on Partner’s country of incorporation or organization.
If the Partner is incorporated in the United States of America, Mexico, or a country in Central or South America or the Caribbean, the governing law shall be the laws of the State of Maryland and applicable federal laws of the United States, and jurisdiction shall lie with the United States District Court for the District of Maryland or the courts of the State of Maryland in Baltimore County.
If the Partner is incorporated in Canada, the governing law shall be the laws of the Province of Ontario and the laws of Canada applicable therein, and jurisdiction shall lie in Toronto, Ontario.
If the Partner is incorporated in the United Kingdom or another country in Europe, the Middle East, or Africa, the governing law shall be the laws of England and Wales, and jurisdiction shall lie in England and Wales.
If the Partner is incorporated in Australia or a country in Asia or the Pacific region, the governing law shall be the laws of the State of New South Wales and the laws of the Commonwealth of Australia applicable therein, and jurisdiction shall lie in Sydney, Australia.
(b) Each Party agrees to the governing law specified above, regardless of conflict of law principles, and submits to the jurisdiction of the designated courts, subject to the availability of injunctive relief under the confidentiality and dispute provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
In the event of any dispute, controversy, or claim between the parties, each party will appoint a senior management representative to engage in discussions and attempt to resolve the matter. These designated representatives will negotiate in good faith for a period of thirty (30) days in an effort to reach a resolution.
If the dispute remains unresolved after this thirty-day period, the parties will proceed to resolve the matter through binding arbitration in the jurisdiction specified in Section 12(a), using a single arbitrator who is impartial and has expertise in legal and business matters within the software industry.
The parties agree to share the arbitrator’s fees equally, and each party will bear its own costs and legal expenses unless the arbitrator determines otherwise. The arbitration proceedings will be conducted in English and will follow the applicable arbitration rules, with the arbitration location determined by the Partner’s country of incorporation or organization as outlined below.
This section does not prevent either party from seeking injunctive relief.
If the Partner is incorporated in the United States of America, Mexico, or a country in Central or South America or the Caribbean, the applicable arbitration rules will be the Commercial Arbitration Rules of the American Arbitration Association, and the location of arbitration will be Baltimore County, Maryland.
If the Partner is incorporated in Canada, the applicable arbitration rules will be those of the Canadian Arbitration Association, and the location of arbitration will be Toronto, Ontario.
If the Partner is incorporated in the United Kingdom or another country in Europe, the Middle East, or Africa, the applicable arbitration rules will be those of the London Court of International Arbitration, and the location of arbitration will be London, England.
If the Partner is incorporated in Australia or a country in Asia or the Pacific Region, the applicable arbitration rules will be those of the Australian Centre for Commercial Arbitration, and the location of arbitration will be Sydney, Australia.
(a) Export Compliance
Our products and their derivatives may be subject to export laws and regulations. You confirm that you are allowed to conduct business in the United States of America, Canada, United Kingdom, or European Union, and with entities from these regions. You agree not to resell or allow access to our products in countries under embargo by the United States of America, Canada, United Kingdom, European Union, or United Nations, or in violation of any other applicable export law or regulation. If this provision is breached, we reserve the right to suspend or terminate the partnership immediately with notice.
(b) Anti-Corruption
You represent that you have not received any illegal bribes, kickbacks, or improper payments from any of our employees or agents in connection with the partnership. Standard business gifts and entertainment are acceptable. Any known violations must be promptly reported.
(c) Subcontractors
Supplier may use subcontractors at its discretion to provide or develop the products. This does not relieve Supplier of its obligations under the Partner Terms.
(d) Non-Solicitation
During the partnership and for one year following termination, neither party will solicit, recruit, or employ employees of the other party without written consent. This restriction does not apply to general public or industry-wide solicitations, use of search firms, or hiring individuals who have already left the other party’s employment.
(e) Notices
All notices must be in writing and are deemed delivered upon personal delivery, one business day after being sent by a reputable courier service, or upon confirmation of electronic delivery to the recipient’s last known email address. Either party may update its notice information by notifying the other party.
(f) Entire Agreement; Precedence; Severability
The Partner Terms constitute the entire agreement between the parties and supersede all prior proposals, discussions, and communications. In the event of a conflict between the Data Processing Agreement and other Partner Terms, the Data Processing Agreement will prevail. If any provision is found invalid, the remaining provisions will remain enforceable.
(g) Amendment
Supplier may modify the Partner Terms at its discretion, with changes becoming effective thirty days after notice. Partner is responsible for reviewing updates. If Partner objects to changes that materially affect its rights, Supplier will negotiate or terminate the terms upon notice. Failure to object constitutes acceptance. All other amendments require mutual written consent.
(h) Non-Waiver
No waiver or excuse of any breach will be effective unless made in writing.
(i) Force Majeure
Neither party will be liable for delays or failures caused by events beyond reasonable control, including natural disasters, government actions, or acts of war. The affected party must use reasonable efforts to mitigate the impact and resume performance.
(j) Audit
Supplier may conduct an annual audit of Partner’s use of the products to verify compliance with the Partner Terms. Partner agrees to cooperate and provide required information, provided the audit does not unreasonably disrupt its business. Supplier will bear audit costs, excluding Partner’s internal cooperation expenses.
(k) Independent Contractor Relationship
The Partner Terms create an independent contractor relationship between the parties and do not establish an agency, partnership, or joint venture. Neither party has authority to bind or obligate the other.
These Product-Specific Terms apply to the product identified below if Partner has acquired or licensed it. These terms also apply to future versions of the product, regardless of rebranding or modification.
(a) Definitions
Third-Party Electronic Money Platform means a service operated by a third party that allows customers to store money electronically.
GoodHolly Platform means Supplier’s Cloud Services used by Partner and Advertisers to track Commissions and Conversions.
(b) Cloud Services Description
GoodHolly Pay Full-Service
1. Overview
GoodHolly Pay Full-Service is a technology-driven Cloud Service where Supplier uses its Third-Party Payment Platform account to help transfer Commissions from Advertisers to Partner. Supplier acts only on the direction of Advertisers and does not own the Commissions.
2. Commission Review and Payment Process
(a) Monthly Reporting
At the beginning of each month, Supplier provides Advertisers with a report listing tracked Conversions and the Commissions owed to Partner.
(b) Approval Process
Advertisers may approve or dispute the Commission calculations included in the report. Any disputes are resolved directly between Advertisers and Partner.
(c) Payment Timing
Approved Commissions are paid within the same month if more than seven business days remain. Otherwise, payment will be made in the following month.
(d) Failure Notification
If a Commission transfer fails, Supplier will notify Partner and Advertisers. If the issue is not resolved within ninety days, the Commission will be returned to the Advertiser.
Overview
GoodHolly Pay Self-Service is a technology-driven Cloud Service that enables connections between the GoodHolly Platform and Partner’s Third-Party Electronic Money Platform accounts, allowing Partner to receive Commissions from Advertisers.
Third-Party Electronic Money Platforms
Supplier provides functionality within the GoodHolly Platform to integrate with selected Third-Party Electronic Money Platforms. Supplier is not involved in Commission transfers beyond enabling this integration. Partner manages its own Third-Party Electronic Money Platform account and may choose from the platforms integrated with the GoodHolly Platform.
(i) Partner Engagement
In accordance with Section 4(c) of the Partner Terms, Partner agrees to establish Partner-Advertiser Agreements that include minimum terms governing disputes with Advertisers. Partner will make reasonable efforts to include mediation or arbitration provisions before initiating litigation.
(ii) Supplier Compensation
If a dispute arising from a Partner-Advertiser Agreement requires Supplier’s involvement, Partner agrees to reimburse Supplier for reasonable out-of-pocket expenses, including legal fees. These costs may be shared with Advertisers if agreed in the Partner-Advertiser Agreement or during dispute resolution.
(i) Customer-Partner Agreement
As required under Section 4(c) of the GTCS, Partner must establish Partner-Advertiser Agreements governing their relationships. Supplier disclaims all liability to Partner for disputes or claims arising from Partner’s dealings with Advertisers, including matters related to Commission calculations, Conversions, offer validity, tax withholdings, collections, or fees associated with GoodHolly Pay Self-Service.
(ii) Third-Party Electronic Money Platform Accounts
Partner acknowledges that neither Supplier nor Third-Party Electronic Money Platforms operate as banks, though such platforms may act as money transmitters. Supplier disclaims any fiduciary duties beyond those expressly stated. Partner uses these services at its own risk. Supplier will use reputable Third-Party Electronic Money Platforms and will make reasonable efforts to recover lost Commissions held in Supplier’s platform account, subject to the limitations set forth in Section 9 of the Partner Terms.
(iii) Additional Warranties and Disclaimers
The warranties and disclaimers in this section supplement those applicable to the Products under Section 9 of the GTCS.
Notwithstanding any other provision in the Partner Terms, Supplier may suspend or terminate GoodHolly Pay Cloud Services at its discretion with written notice to Partner. In such cases, any Commissions owed to Partner and held in Supplier’s Third-Party Electronic Money Platform account may, at Supplier’s sole discretion, either be distributed to Partner or returned to the relevant Advertiser.
Updated: 17th June 2024