ShopHer Media Publisher Terms and Conditions ("Agreement")

Service ("Service"): MySavings, Inc. dba/ ShopHer Media, a Florida corporation (hereinafter referred to as "ShopHer"), has relationships with advertisers, agencies, and networks (collectively, "Clients") to promote online advertising campaigns ("Campaigns") through its network of publishers ("Publishers"). Publishers promote Campaigns through their online media and publications, including without limitation, websites, blogs, newsletters, e-mail lists, search engines, partner networks, media publishers, and other types of Internet property (collectively, "Publications"). ShopHer tracks payable Campaign metrics, including without limitation, impressions, clicks, e-mails, referrals, sales, sign-ups, leads, and/or other payable metrics (collectively, "Actions") and pays Publisher as per the terms of each Campaign and this Agreement.

Term of the Agreement: The term of this Agreement ("Term") will begin upon approval by ShopHer of the application of the company or individual accepting this Publisher Agreement ("Applicant") and will end when terminated by either party to this Agreement. An Applicant, once approved by ShopHer, will become an Publisher.

Either Publisher or ShopHer may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination (such notice may be in the form of electronic notification). Cancellation notice should be sent via email and/or fax and receipt should be confirmed via an acknowledgement response.

Publisher Application and Eligibility: ShopHer carefully evaluates Applicants. ShopHer reserves the right to withhold or refuse approval of any Applicant for any reason, whatsoever. All Publisher Publications in which Publisher includes Campaigns must meet minimum requirements, including without limitation the following:
  • Minimum reach of 5,000 unique visitors per month;
  • Professionally designed content, with substantial content, written in English, Spanish, or French with no broken links or pages under construction;
  • Target audience of the United States, Canada, Australia, New Zealand, UK, or Ireland;
  • No incentivized programs ('incentivized' refers to any sites that awards users with cash, prizes, awards, points, contest entries, etc. in exchange for particular Actions;
  • No adult content, pornography, explicit sexual images, or nudity;
  • No explicit, vulgar, or obscene language;
  • No promotion of hate, abuse or destructive actions;
  • No promotion of illegal activities;
  • No content that is primarily political, religious, psychic, or metaphysical;
  • No promotion of pirated software or other website property;
  • No promotion of business opportunities or investments which are not permitted under law;
  • No programs that engage in spamming, indiscriminate advertising, or unsolicited commercial email;
  • No framing of Campaigns, unless otherwise pre-approved by ShopHer;
  • No Campaign placements in newsgroups, forum signatures, unsolicited e-mail, banner networks, or chat rooms;
  • All Campaign placements must be done in such a way that it is not misleading to any user and done with the intention of delivering valid Actions related to the Client for that campaign.
Campaign Terms and Conditions: For each Campaign that Publisher is eligible to promote, ShopHer shall provide a Campaign description that includes terms for promotion of that particular Campaign. If any of the included terms are not met by the Publisher, then ShopHer has the right to withhold payment. A Campaign can be terminated by ShopHer at any time, for any reason, with or without notification.

Insertion Orders: If an Insertion Order ("IO") is signed between ShopHer and Publisher for a particular Campaign, then any terms set forth in the IO shall override any similar or conflicting terms of this Agreement. It is the Publisher's responsibility to ensure that the Campaign terms stated in the IO are met by their websites, partners, network, and/or publishers. If the included terms are not met, then ShopHer has the right to withhold payment. IO terms may be updated by ShopHer using e-mail correspondence with Publisher. An IO may be terminated by either party at any time, for any reason, unless otherwise stated in the IO.

Advertising Material: ShopHer shall provide Publisher with all advertising material ("Creatives") required for a particular campaign, including but not limited to image, text, html, and email creative. The Creatives are not to be altered by Publisher unless changes are approved by ShopHer. If Publisher modifies Creatives without explicit approval from ShopHer, or uses Creatives other than those provided by ShopHer, then ShopHer has the right to withhold payment.

Email Campaigns: Publisher will deliver Campaign emails as set forth in the Campaign description and/or an IO. ALL EMAILS MUST BE APPROVED BY SHOPHER PRIOR TO MAILING, UNLESS OTHERWISE STATED IN THE IO. FAILURE TO GET EMAILS APPROVED WILL RESULT IN NON-PAYMENT. All tests must be sent to partners@shophermedia.com. Upon completion of email delivery, Publisher will provide a delivery report, via email, to ShopHer for the email delivery.

Media and Reporting: Publisher will deliver media and/or Actions as set forth in the Campaign description or IO. All reporting and payment to Publisher will be based solely upon the reporting provided by ShopHer unless otherwise stated in the IO.

Termination of Campaigns: ShopHer shall make best effort to give Publisher advanced notice of two (2) business days of the inactivation of a Campaign. From time to time, due to reasons out of the control of ShopHer, Campaigns may become inactive, experience interruptions, technical problems, and/or tracking issues with no advanced notice. ShopHer shall not be liable, in any form, to Publisher for early termination, interruptions, technical problems, or tracking issues of a Campaign.

Scrub, Invalid, and Fraudulent Actions: Campaigns generally have a low scrub, if any. Publisher herein acknowledges the highest standards of data quality are required, and agrees to the merge-purge, de-dup, and scrub of their data performed by ShopHer and Client. If the percentage of Actions provided by Publisher that are deemed by ShopHer as invalid or fraudulent is significantly higher than normal, then ShopHer may withhold Publisher payment. It is the Publisher's responsibility to ensure the quality of the Actions they deliver for any Campaign.

Publisher Payment Terms: ShopHer shall pay Publisher any amounts due approximately thirty (30) days after the end of each month (net 30 terms), provided that ShopHer may, in its discretion, withhold payments until such time as the Client has paid ShopHer for any Campaign. ShopHer reserves the right to reduce any payments owed to Publisher as a consequence of any offsets taken by Clients for invalid Actions, technical errors, Campaign inactivation, tracking discrepancies and the like. All amounts will be paid in US dollars via a mailed check. If an Publisher earns less than fifty dollars ($50) total in a calendar month, those earnings are carried over to the following month. ShopHer will not pay for any Actions that occur before a Campaign is initiated, or after a Campaign is inactivated. ShopHer may require an Publisher to provide a W-9, and similar such information, as a condition to payment.

Anti Spam Policy: In an effort to protect Publishers and Clients, ShopHer has setup the following policies pertaining to SPAM and the sending of unsolicited commercial emails.
  • ShopHer has a zero-tolerance policy towards spam and the sending of unsolicited commercial emails. Publishers who engage in spamming and/or sending of unsolicited commercial email will have their accounts terminated and payments withheld.

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  • ShopHer demands all Publishers to be current and in compliance of all Federal, State, and Local laws applicable to email marketing and web publishing. Failure to comply with the current laws will result in account termination and non-payment.

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  • Should a spam complaint arise from a user against an Publisher, we require that the Publisher be able to furnish the date and IP address in which the user subscribed to their list. ShopHer also requires that the user be removed from the Publisher's database prior to any further promotion of Campaigns.

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  • Publisher also agrees that any emails used to promote Campaigns are in full compliance with the Federal Can Spam Act.
License: Subject to Publisher's compliance with this agreement, ShopHer grants to Publisher a limited, non-exclusive, non-assignable, non-transferable, non sub-licensable, royalty-free license to use and display Campaign Creatives. Each party reserves any rights not expressly granted and disclaims any implied license, including implied licenses to copyrighted materials, trademarks and patents.

Non-circumvention and Non-competition: ShopHer has proprietary business relationships with other companies, including, but not limited to advertisers, agencies, networks, partners, websites, and media publishers ("Partners"). During the Term of this Agreement and for a period of three (3) months after termination or expiration of the Term, Publisher agrees not to solicit, induce, recruit, encourage, or do business with any Partners that Publisher knows, or has reason to know, is currently working with or has worked with ShopHer during the prior three (3) months, or has come to know of exclusively through ShopHer or any ShopHer services or the Publisher's relationship with ShopHer, for the purpose of offering to such Publisher products or services that compete with those of ShopHer, including, without limitation, the placement or publishing of advertising or advertising services similar to the services provided by ShopHer to Publisher, nor take any action to circumvent the relationship described in this Agreement or an IO signed between ShopHer and Publisher. This shall exclude any preexisting active relationships that the Publisher has at the date of the signing of this Agreement. In the event that Publisher finds out that they are in violation of this terms outlined in this section, then Publisher agrees to notify ShopHer immediately and to promptly halt that relationship that is in violation of these terms.

Confidentiality and Non-disclosure: As used herein, "Confidential Information" shall mean: (a) ShopHer's proprietary information; (b) information marked or designated by ShopHer as confidential; (c) information otherwise disclosed in a manner consistent with its confidential nature; (d) the terms and conditions of any Insertion Orders and this Agreement; and (e) information of ShopHer conveyed to Publisher, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by Publisher to be treated as confidential. Publisher acknowledges that, as a result of the provision of services pursuant to an Insertion Order and this Agreement, ShopHer may disclose Confidential Information to Publisher. Therefore, Publisher agrees that it will make no disclosure of Confidential Information without obtaining ShopHer's prior written consent. Additionally, Publisher will restrict disclosure of Confidential Information to its employee(s), authorized agent(s), or independent contractors to whom disclosure is reasonably required, and such employee(s), authorized agent(s) and/or independent contractor(s) will use reasonable care, but not less care than they use with respect to their own information of like character, to prevent disclosure of any Confidential Information. Nothing contained in any Insertion Order and this Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed under any Insertion Order or this Agreement. This section "Confidentiality and Non-disclosure" shall survive any termination of this Agreement for a period of three (3) years thereafter. Publisher agrees that monetary damages for breach of confidentiality under this section may not be adequate and that the non-breaching party shall be further entitled to seek injunctive relief. Notwithstanding anything contained herein to the contrary, confidentiality provisions shall not apply where Publisher can demonstrate with clear evidence that the information: (a) was previously known to Publisher at the time of disclosure, free of any obligation to keep it confidential; (b) became publicly known through no wrongful act of Publisher; (c) was rightfully received by Publisher from a third party who was not bound under any confidentiality provisions; or (d) was disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.

Violation of this Agreement: If ShopHer in its sole and absolute discretion, finds that an Publisher that has violated this Agreement or an IO signed between ShopHer and Publisher, committed fraud or any another illegal activity (whether or not related to this Agreement), Publisher's account will be terminated and any and all fees payable or owed to Publisher by ShopHer will be forfeited. If Publisher fraudulently adds leads or clicks or inflates leads or clicks by any fraudulent traffic generation, Publisher will forfeit its entire commission for all programs and services and Publisher's account will be terminated. ShopHer reserves the exclusive right in its sole and absolute discretion to determine if and when such fraud exists.

Possible fraud instances include but are not limited to:
  • Publishers that have click-through rate that are much higher than industry averages and where solid justification is not evident.
  • Publishers that have click programs generating clicks with no indication by site traffic that Publisher can sustain the clicks reported.
  • Publishers that shown fraudulent activity as determined by ShopHer or its clients and/or uses redirects, automated software, and/or fraud to generate clicks or leads from ShopHer programs and services.
  • Modify, change, or use unapproved creative.

Limitation of Liability: SHOPHER WILL NOT BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, PROFITS OR DATA ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAMS AND SERVICES OF SHOPHER, EVEN IF SHOPHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF SHOPHER ARISING OUT OF OR WITH RESPECT TO THIS AGREEMENT AND ALL SUCH PROGRAMS AND SERVICES WILL NOT EXCEED THE TOTAL FEES PAID TO PUBLISHER UNDER, OR IN CONNECTION WITH, THIS AGREEMENT.

Disclaimer and Limitations of Warranties: ALL GOODS AND SERVICES PROVIDED BY SHOPHER ARE PROVIDED ON AS "AS IS", "AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, INCLUDING ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, ARE HEREBY DISCLAIMED; THIS INCLUDES, WITHOUT LIMITATION, THE WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF MERCHANTABILITY. WITHOUT LIMITING THE FOREGOING, SHOPHER DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES CONTAINED HEREIN OR THE OPERATION THEREOF WILL BE UNINTERRUPTED OR WILL MEET WITH PUBLISHER'S APPROVAL AND SPECIFICATIONS.

Force Majeure: Publisher agrees that ShopHer will not be liable for, or be considered to be in breach of this Agreement or an Insertion Order on account of, ShopHer's delay or failure to perform as required under the terms of this Agreement or an Insertion Order as a result of any causes or conditions that are beyond ShopHer's reasonable control and that ShopHer is unable to overcome through the exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, fire, explosion, vandalism, storm or other natural occurrences, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages or other such labor difficulties, or any act or omission of any other person or entity, ShopHer will make best effort to give Publisher notice and will use commercially reasonable efforts to minimize the impact of such event.

Indemnification: Publisher agrees to indemnify, defend and hold harmless ShopHer and its officers, directors, agents, Publishers, employees, and third party advertisers from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorney's fees and costs) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach by Publisher of any duty, representation or warranty under this Agreement. This indemnification provision shall survive completion, cancellation or termination of the Agreement.

Independent Contractors: The parties to this Agreement are independent contractors. Neither party may enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind the other party. This agreement is not interpreted or construed to create an association, agency, joint venture or partnership between the parties, or to impose any liability attributable to such a relationship upon either party.

Remedies: Publisher hereby acknowledges that its breach of this Agreement shall cause irreparable and significant injury to ShopHer that may be difficult to ascertain and that a remedy at law would be inadequate. Accordingly, Publisher agrees that ShopHer will have the right to seek and obtain immediate injunctive relief to enforce the restrictions under this Agreement in addition to any other rights and remedies it may have.

Governing Law: Publisher agrees that all actions or proceedings arising directly or indirectly out this Agreement or Publisher participation in ShopHer Services shall be brought in the state or federal courts located in Broward County, Florida and Publisher hereby expressly submits and consents in advance to the exclusive jurisdiction and venue thereof and are waiving any claim that this is an inconvenient forum or improper forum based on lack of venue. Publisher agrees to comply with the laws of Florida and the United States that apply to the use of this Service. ShopHer is created and controlled by ShopHer, Inc. in the State of Florida, USA. As such, the laws of Florida will govern the terms and conditions contained in this Agreement. If the law of Publisher's country, state, or province of residence prohibits or limits Publisher participation in ShopHer Services, then Publisher is responsible for complying with such laws and Publisher agrees to indemnify ShopHer against any breach by Publisher.

Modification: ShopHer reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time, by posting a change notice or a new Agreement on this page or otherwise notifying Publisher. If any modification is unacceptable to Publisher, Publisher's sole recourse is to terminate this agreement by notifying ShopHer in writing. Publisher's continued participation in the Services of ShopHer following the posting of a change notice or new agreement constitutes binding acceptance of such change.


Last Updated 04 November 2015