Commerce Publisher Code of Conduct

Sovrn, Inc. (“Sovrn,” “we,” “our,” “its”) strives to provide buyers (“Reader(s)”) and sellers (“Merchant(s)”) with a safe, transparent, and fair marketplace. The following outlines the basic standards Sovrn expects publishers (“Publisher,” “you,” “your”) to uphold when using the Sovrn Commerce service, and forms part of the agreement between you and Sovrn.

Sovrn reserves the right to update or modify this Publisher Code of Conduct at any time, as indicated by the Last Updated date. You should periodically review the Publisher Code of Conduct. Your continued use of Sovrn Commerce after revision of the Publisher Code of Conduct will indicate your agreement with the new terms of the Publisher Code of Conduct.

1. Use of Trademarks
   1. Publishers are prohibited from using any copyrighted materials, including, but not limited to Merchant trademarks, service marks, branded terms, channel content, and URLs, without prior written permission from the materials owner.
   2. Publishers are prohibited from using any copyright materials, including, but not limited to, Merchant trademarks, service marks, and branded terms in the keywords, ad copy, and/or display URL(s) of paid search advertisements without prior written permission from the materials owner. Direct linking to a merchant domain from paid search advertisements requires prior written approval from Sovrn and the merchant before such ads can be placed.
   3. Publishers are required to add Merchant trademarks as negative keyword matches for their paid search campaigns unless written permission has been granted by the Merchant for the use of trademarks, service marks, and/or protected brand and product names.
   4. Publishers are prohibited from infringing on Merchants’ proprietary rights including, but not limited to, the use of Merchant trademarks in top-level domains, social media profile or group names, and software names unless granted written consent by the Merchant. This includes variations and/or misspellings of Merchant trademarks.
   5. All use of Sovrn and/or Merchant trademarks must comply with the requirements laid forth in the Digital Millennium Copyright Act.
2. Non-Bona Fide Clicks & Transactions
   1. Publishers will not facilitate transactions that are not in good faith, including, but not limited to: using invisible methods to generate impressions and/or clicks, and/or transactions that are not initiated by the affirmative and genuine action of a Reader. Clicks or transactions generated through the use of improper or modified coding, iframes, hidden frames, unprompted pop-ups or pop-unders, spiders, bots, programs, robots, spoofed pixels, or automated scripts are noncompliant and are subject to commission reversals. In order for a click to be valid and result in the accrual of commissions, a human Reader must take an affirmative end-user action by clicking on an affiliate link. Any method that artificially generates clicks, impressions, or transactions is strictly prohibited.
   2. Publishers will not deliver any Sovrn cookies or other tracking tags to a Reader’s device(s) when the Reader is merely viewing your website, promotional content, or advertisements. Publishers shall not deliver any Sovrn cookies or other tracking tags to a Reader’s device(s) while the Publishers’ applications are merely active or open.
   3. Publishers will not interfere with, or seek to improperly influence, the referral of a Reader to participating sites and content unless the Reader knowingly and explicitly consents to that behavior by taking an affirmative action.
   4. Publishers must properly label promotional content, and labeling must not be misleading to Readers. Publishers will not mislead a Reader in any way in order to influence a Reader to click on a link. It must be clear to Readers where they are being directed at all times.
   5. Publishers will not be compensated for transactions where they, their partner, or their agent is the Reader, unless granted prior written approval from the Merchant and Sovrn.
   6. Multiple leads, clicks, transactions, or installations from the same individual, entity, or IP address may be considered non-bona fide transactions at Sovrn’s, and/or the Merchant’s sole discretion.
   7. Any commissions generated through non-bona fide transactions are not eligible for payout and will be corrected at Sovrn’s, and/or the Merchant’s discretion.
   8. All Publishers are required to maintain an up-to-date robot.txt file or bot click filter to prevent the registration of automated traffic as Reader clicks. Sovrn reserves the right to contact Publishers and request additional IP addresses or traffic sources be added to their filters, as needed. Such requests must be fulfilled within five (5) business days.
3. Use of Downloadable Software
   1. Publishers must receive opt-in acceptance from Readers through terms and conditions such as an end user license agreement (EULA), terms of service, terms of use (collectively, “Reader Terms”)that accurately depicts the behavior of the software prior to installation on a Reader’s device(s). Reader Terms must include an explicit description of the software’s functionality including, but not limited to, (i) what browsing activity will trigger the placement of affiliate cookies on the Reader’s device(s); and (ii) a link to Publisher’s Privacy Policy that includes information regarding the types and use(s) of collected data (including a disclosure of sharing data with third parties, such as Sovrn), and instructions for opting-out of data collection through the software, once the software is installed.
   2. Publishers will not promote Merchants and/or content using downloadable software to a Reader’s desktop (“Desktop Software”) or mobile device (“Mobile Software”), collectively “Software,” without Sovrn and Merchant advance written approval. Such promotional methods must comply with all terms in this Section 3. Sovrn reserves the right to immediately terminate any software promotion at any time, with or without notice or cause.
   3. All approved Software Publishers must abide by the following requirements:
   1. Full transparency must be provided to Sovrn and all partnered Merchants regarding the distribution and functionality of Software.
   2. Uninstallation must be easy to identify, and readily available in the add/remove functionality of Readers’ device and/or operating systems.
   3. Software must acknowledge Publisher-driven traffic prior to deploying an affiliate cookie. Publishers will not attempt to intercept or redirect traffic from, or divert compensation from, any other affiliate. All software must recognize Sovrn Commerce tracking, Sovrn partner tracking, and trafficking link parameter, afsrc=1 contained within affiliate links, and network event parameters located in a merchant landing page contained within affiliate links. Further, when any such tracking or trafficking parameter is detected, Software may not operate or redirect consumers to the Merchant’s site using Sovrn Commerce tracking.
   4. Auto-redirection from paid search advertisements through the use of Software is prohibited.
   5. It is the responsibility of the Publisher to notify Sovrn of any changes or updates to Software prior to implementation or distribution. Publishers shall notify Sovrn through the Contact page located at https://knowledge.sovrn.com/s/contactsupport, such that Sovrn receives your notice at least ten (10) business days before there is any material change to the operation of the Software.
   4. Mobile Software
   1. Mobile Software is prohibited from placing affiliate cookies or serving advertisements when the software is not open and a user is not actively engaged in clicking on an affiliate link or prompt.
   2. Mobile Software cannot be included on the Trustworthy Accountability Group’s Pirated Mobile App list (TAG PMAL).
   5. Desktop Software
   1. Publishers’ operation of Desktop Software must be through a direct relationship. Publishers shall not distribute affiliate links or promotional content using Desktop Software through any intermediaries.
   2. All Desktop Software Publishers that utilize auto-redirection must abide by Merchant requirements for affirmative click. It is the Publisher’s responsibility to understand and comply with Merchant requirements for affirmative click.
   3. Sovrn reserves the right, at our sole discretion, to prohibit the distribution or bundling of affiliate Desktop Software with any third-party Desktop Software, or through any third-party sites or channels.
   4. Publishers will provide Sovrn, upon request, a copy of the contracted terms entered into by Publisher, Desktop Software provider, and distributor, if applicable. Sovrn reserves the right to ask for copies of all Reader correspondence with the Desktop Software provider for the 60-day period prior to such request from Sovrn. Failure to provide such correspondence shall be a material breach of this Publisher Code of Conduct agreement.
   5. Any Software that does not adhere to this Section 3 requires the explicit written approval of Sovrn before any affiliate links may be included in the Software. Any unapproved use of Software is subject to account deactivation, disablement of affiliation, and/or a reversal of associated commissions.
4. Channel Content
   1. Sovrn reserves the right to determine whether Publisher content qualifies as objectionable or noncompliant. Publishers are prohibited from utilizing any promotional method that contains objectionable content including, but not limited to, content that is
   1. Misleading
   2. Un-approved (as determined by Sovrn)
   3. Libelous, disparaging, or defamatory
   4. Obscene, violent, bigoted, hate-oriented, or sexually explicit
   5. Illegal, and/or that promotes illegal goods, services, or activities.
   6. Unoriginal or sourced from a third-party without consent
   2. Content cannot contain disinformation or misinformation, inflammatory politics, or promote adversarial narratives.
   3. Content cannot contain misleading, unsubstantiated, or dangerous health claims, advice, or remedies.
   4. File-sharing and the dissemination of pirated or copyrighted material is prohibited
   5. Channel content cannot be directed primarily or exclusively at Readers under the age of 16 years
   6. Channel must contain four (4) months of content and traffic or user engagement
   7. Publisher content must abide by any requirements put forth by their affiliated merchants, including, but not limited to, the use of product pricing and imagery, merchant logos and branding, incentives, coupons, vouchers, promotional codes, limited time offers, and editorial content, or any other reasonable restrictions.
   8. Publishers may not utilize any technologies that alter, change, substitute, or modify the content of another web site or channel.
   9. Channel cannot redirect users to unwanted, unexpected, misleading, or malicious websites or contain automatic downloads
   10. Publishers are prohibited from placing links or promotional content for the purpose of engaging in misleading activities with respect to title and page description, search engine manipulation, meta-tag usage, or anything that Sovrn, at its sole discretion, would consider noncompliant
   11. All links and promotional content must comply with the following requirements:
   1. Publishers may not serve a pop-up or pop-under for participating sites and content in connection with other pop-ups or pop-unders.
   2. The back button of the browser must be activated.
   3. The website may not contain dialers or any software that downloads without express consent from the Reader.
   12. The placement of affiliate links on any third-party site must abide by the Terms of Service/Terms of Use of the third-party site and comply with all Sovrn and Merchant terms.
5. Incentive Programs
   1. Any change to an authorized incentive program must be re-authorized by Sovrn or Merchant.
   2. Publishers who offer an incentive program must fully declare the nature of their promotional methods, including but not limited to:
   1. The methods used to attract Readers to join their program.
   2. The methods used to promote Merchants and content to Readers.
   3. Explanations of each method used to drive Readers from the Publisher’s promotional method to participating sites and content.
6. Email, SMS, Messenger Marketing
   1. Publishers who have been approved for email, SMS, or messenger promotions are prohibited from engaging in and/or facilitating the spamming and/or indiscriminate advertising of unsolicited commercial email. All Publishers are required to comply with applicable laws and regulations that govern email marketing and/or communications.
   2. Publishers who have been approved to promote via email, SMS, or messenger services are required to abide by the following requirements:
   1. All email, SMS, or messenger communications must be created and sent by the Publisher directly and can only be sent to recipients who have provided explicit consent to receive these promotions. Publishers are required to make copies of all such recipient consents available to Sovrn within ten (10) business days of Sovrn’s request.
   2. Emails must contain accurate sender information and subject lines. Publishers are required to include their own name, or company name, in the “from” line of the message. Using any Merchant or network trademarks in the sender field is explicitly prohibited.
   3. Emails, SMS, or messenger communications cannot be false or misleading.
   4. Email and SMS communications must include a functioning Internet-based opt-out mechanism.
   5. Publishers must promptly remove all Readers who opt out of receiving emails, SMS texts, or messages as required by law.
   6. Emails must include the Publisher’s postal and website addresses.
7. Interference with Referral
   1. Publishers are prohibited from hiding, cloaking, spoofing, or otherwise obscuring the URL of the site containing Sovrn affiliate links, including through the use of a redirecting page, such that Sovrn cannot determine the site, software, service, or application where the Reader click originated.
   2. The user and/or browser agent of all applications where content is displayed or used cannot be interfered with and must be accurately passed to Sovrn.
   3. All affiliate links created by the Publisher must comply with afsrc=1 requirements and refrain from affiliating any link where this parameter is present. You will not attempt to intercept or redirect traffic from, or divert compensation from, any other affiliate.
8. Qualifying for Payout
   1. Sovrn reviews all payouts before issuing payment to ensure commissions were generated through compliant promotional methods.
   2. Sovrn reserves the right to extend, hold, or reverse commissions generated through noncompliant promotional methods.
   3. Sovrn reserves the right to extend or hold payment while investigating Publisher traffic or awaiting responses to network quality promotional inquiries.
   4. Sovrn reserves the right to assess a fee of up to $50 USD for any returned and/or reissued payments.
   5. Sovrn reserves the right to extend, hold, or reverse commissions for any publisher account that has been registered using false, misleading, or incomplete information.
   6. Sovrn reserves the right to extend, hold, or reverse commissions for any Publisher who has had an account previously removed from the Sovrn Commerce network.
9. Promotional Inquiries
   1. Publishers are required to provide Sovrn with accurate information about their account and promotional methods including, but not limited to, contact information, websites, third-party services, social media handles, software, and sources of traffic used to drive Readers to Merchant links.
   2. All Publisher promotional methods must be disclosed to Sovrn prior to implementation and all traffic must be passed to Sovrn Commerce with transparency. In the event that either of these two requirements are not met, Sovrn will issue a promotional inquiry to the Publisher through the Sovrn Commerce account email on file. Publishers will be given five (5) business days to respond to the initial promotional inquiry.
   3. Failure to reply to promotional inquiries could result in, at Sovrn and/or Merchant sole discretion, (i) a payout hold being placed on the Publisher account (ii) the expiration of affiliation with any affected Merchants (iii) the disablement of the Publisher’s ability to affiliate through Sovrn Commerce; and/or (iv) the correction of commissions.
10. Merchant Terms
    1. Publishers must abide by both Merchant terms and conditions and this Publisher Code of Conduct.
    2. Failure to comply with Merchant terms and conditions could result in the expiration of affiliation with that Merchant, the reversal of commissions, a payout hold being placed on the publisher account, and/or deactivation from the Sovrn Commerce network.
    3. Merchants may choose, at their sole discretion, to immediately disable their affiliation with any Publisher account.
11. Advertising Claims
    1. Publishers may not make false advertising claims.
12. Termination of Agreement
    1. Sovrn may terminate Publisher access to all or any part of Sovrn Commerce at any time, with or without cause.
    2. Any Publisher found in violation of the policies laid forth in this Publisher Code of Conduct shall be considered in violation of the Commerce Terms of Service and is subject to immediate removal from the network.
    3. Any Publisher with traffic metrics that do not, in each of their sole discretion, meet Sovrn or Merchant standards, or are not indicative of typical Reader behavior, as defined by Sovrn, are not eligible to affiliate through Sovrn Commerce, and are subject to immediate removal from the network.
    4. Any Publisher removed from the Sovrn Commerce network is ineligible to rejoin. Any Publisher that has been removed from the Sovrn Commerce network that attempts to rejoin as a new Publisher or to operate under an alternate Publisher account will be deemed fraud, and will not be eligible for commissions.
    5. Publishers must respond within 24 hours to any network quality warning of noncompliance issued by Sovrn. Failure to reply within the allotted 24-hour response window could result in, at Sovrn’s sole discretion, (i) a payout hold placed on the Publisher account; (ii) the expiration of affiliation with affected Merchants; (iii) the disablement of the Publisher’s Sovrn Commerce account; and/or (iv) the correction of pending commissions.
    6. All communications between you and Sovrn are confidential and are not intended for forwarding, posting, distributing, or otherwise sharing with any third-party company, site, or entity. Any Publisher found violating this confidentiality is subject to immediate removal from the Sovrn Commerce network.