Robinhood
Terms of Service
Robinhood Markets Publisher Affiliate Program Terms and Conditions
1. ALLOWED MARKETING CHANNELS & RESTRICTIONS.
1.1. Allowed Distribution: Deal/Coupon, Content/Blog, Display, Mobile, Newsletter
- Only coupons provided through the platform are valid for payment. Any promo code used that is not provided to your Affiliate account through this platform are subject to reversals. Friend referral links/ refer-a-friend promotions are not applicable for use or payment through the Affiliate Program.
1.2. Prohibited Distribution: Search, Toolbar, Network/ Rebrokering
- We do not allow the use of our Trademark terms, Trademark+ terms or display URL on search engines
1.3. Approval Only: Email, Incent, Video
2. AFFILIATE OBLIGATIONS.
1. 2.1. Robinhood Content. Affiliate shall distribute advertising for campaigns or offers of Robinhood (each, an “Offer”), consisting of graphic file(s) or other creative work made available by Robinhood for use in promoting an Offer (“Advertising Content”). Affiliate shall not modify or alter any Offer or any Advertising Content. Affiliate will only run approved Advertising Content in its advertising of Offers and will not create its own banners or advertising text based on the Advertising Content or Offer, unless expressly approved in writing from Robinhood. Any other use of Offers or Advertising Content will result in immediate termination of this Agreement and the loss of payment for leads.
2. 2.2. No Other Promotion or Marketing of Robinhood. Affiliate shall not place an Offer, Advertising Content or other content on a website or in any other context that promotes or markets Robinhood or an affiliate of Robinhood, including the products and services of Robinhood or its affiliates, other than the Offer and Advertising Content as approved by Robinhood, including the content and placement of such Offer. As used in this paragraph, material that “promotes or markets'' Robinhood within the meaning of this paragraph shall not include a fair and balanced, independent review of Robinhood’s or its affiliates’ or subsidiaries’ products and services.
3. 2.3. No Inappropriate Content. Affiliate shall not place an Offer or Advertising Content on a website
or in that:
2.3.1. 2.3.2. 2.3.3. 2.3.4. 2.3.5. 2.3.6. any other context with inappropriate content, which includes, but is not limited to, content
Is not fair and appropriately balanced;
Is unclear or misleading;
Does not provide balanced treatment of the potential risks and benefits of investing; Does not consider its intended audience;
Makes any false, exaggerated, unwarranted, or promissory statement or claim; Predicts or projects investment performance;
1
7. 2.3.7. Implies that past investment will recur;
8. 2.3.8. Places content in a footnote, legend, or elsewhere in a communication if doing so would
materially interfere with an investor’s or potential investor’s understanding of the
communication; or
9. 2.3.9. Recommends a stock, security, investment, or investment product.
Affiliate further shall not place an Offer or Advertising Content on a website or in any other context with inappropriate content, which includes, but is not limited to, content that:
10. 2.3.10. Contains, promotes, or relates to the use of: alcohol, tobacco or illegal substances, pornography, obscenity, nudity, nude beaches, or nude resorts, phone sex, strip clubs, escort or prostitution services, expletives or other inappropriate language, pedophilia or other non-consensual contact, violence, rape, torture, cannibalism, suffering or death, products made from endangered species, products or sites that offer fake identification or falsified documentation, products or sites that have online gambling as a central theme, trivializes historic events such as the Holocaust, the Irish Famine, or September 11, hunting trips that guarantee animals will be available to kill, organ transplant services, or products or sites that guarantee credit repair or credit cards;
11. 2.3.11. Promotes gratuitous violence, abuse or threatens physical harm;
12. 2.3.12. Promotes illegal or unethical activity, racism, hate, "spam," mail fraud, gambling,
sweepstakes, pyramid schemes, investment and money-making opportunities or illegal advice, software or techniques that bypass copyright protections, counterfeit, fake, or bootleg products or replicas or imitations of designer products, products or sites that appear to facilitate or promote the evasion of laws, the sale of firearms or ammunition by mail order or at gun shows, illegal wagering on horse racing or sporting events, or advertising that misrepresents, ridicules, or attacks an individual or group on the basis of age, national origin, race, ethnicity, religion, sex, sexual orientation or disability;
13. 2.3.13. Promotes the use of illegal activities, such as how to build a bomb, counterfeiting money and software pirating (e.g., Warez, Hotline);
14. 2.3.14. Is libelous, or defamatory, or false;
15. 2.3.15. Is otherwise expressly prohibited by federal or state law, or fails to comply with
guidelines promulgated by regulations applicable to Robinhood such as those from
FINRA, SEC, CFTC, and/or FTC;
16. 2.3.16. Willfully infringes on the trademark, copyright, or intellectual property rights of a third
party;
17. 2.3.17. Introduces viruses, worms, harmful code and/or Trojan horses on the Internet;
18. 2.3.18. Fails to comply with community standards of decency and good taste;
19. 2.3.19. Disparages Robinhood, its affiliates, its employees, or its products or services;
20. 2.3.20. Relates to individuals seeking to adopt children or who offer children for adoption;
21. 2.3.21. Relates to products that descramble cable or satellite signals in order to get free service;
or
22. 2.3.22. Is otherwise objectionable to Robinhood, as determined in Robinhood’s sole discretion.
Affiliate agrees to the established process in Section 2.12 of this Agreement to immediately acknowledge receipt of an escalation about an advertisement that does not comply with the content requirements in this Agreement and to promptly (within 24 hours) provide an explanation to Robinhood as to the placement of this content. Affiliate represents and warrants that it has the requisite expertise, skills, knowledge, and experience in place to sufficiently comply with the content requirements in this Agreement, and Affiliate will proactively seek advice and guidance from Robinhood should Affiliate have questions or problems with the content requirements in this Agreement.
4. 2.4. No Deceptive Advertising; FTC Advertising Compliance; International Compliance. Affiliate shall not engage in any deceptive or misleading form of advertising or marketing, which includes, but is not limited to, phishing (the practice of sending an email to an individual, falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identity theft, or for any other purpose), cybersquatting, typosquatting or combosquatting. Affiliate shall operate in compliance with all applicable laws, regulations, decisions and industry best practices, including but not limited to Section 5 of the Federal Trade Commission Act and any current or future rules, regulations, orders, guides or other interpretation issued by the Federal Trade Commission (“FTC”) relevant to the Offer or Offer at hand, and (ii) the Direct Marketing Association’s Best Practices for Online Advertising and Affiliate Marketing. If Affiliate is distributing an Offer outside the United States, Affiliate represents and warrants that (1) it is familiar with the particular laws, regulations and industry customs in those countries in which is distributing the Offer, (2) it has previous experience distributing offers in such countries, and (3) it will comply with all such laws, regulations and industry customs. To be clear, Affiliate is responsible for understanding and complying with all advertising laws, regulations and customs in both the jurisdiction where the advertising takes place and the jurisdiction where Affiliate is located.
5. 2.5. Influencer Compliance. Affiliate agrees to comply with the FTC’s Endorsement Guides to the extent they are applicable currently located at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-peopl e-are-asking, with respect to any endorsements made as part of its services hereunder, including, without limitation, properly disclosing that Affiliate receives consideration for reviewing, promoting and/or recommending a product or service or engaging in any type of influencer marketing.
6. 2.6. Traffic-Type Compliance. Affiliate agrees to abide by and be bound by the additional provisions listed below in Section 3 of this Agreement regarding the specific traffic type(s) employed by Affiliate in promoting any Offer.
7. 2.7. FTC Compliance. Each party represents and warrants that there are no misrepresentations or material omissions in its advertisements, and understands and agrees that engaging in acts or practices prohibited by the FTC will result in the immediate termination of this Agreement and forfeiture of all monies owed. Each party agrees to provide the information included within this Section to each of its affiliates and retain proof of the same.
8. 2.8. Networks. Unless expressly authorized by Robinhood in any IO, Affiliate may not promote the Offer through its network of third-party affiliates (“Sub-Affiliates”). Affiliate represents and warrants that, prior to participating in any Offer, all Sub-Affiliates are required to (i) comply with all applicable laws and regulations, including Section 5 of the FTC Act, (ii) refrain from modifying or altering any Offer or any Advertising Content, and (iii) refrain from placing an Offer or Advertising Content on a website or in any other context with inappropriate content, as defined above in Section 2.3 of this Agreement. Affiliate agrees to communicate all Allowed Marketing Channels & Restrictions, as set forth above, to Sub-Affiliate and obtain Sub-Affiliate’s agreement to comply with the same.
9. 2.9. Submission of Offer Content. Affiliate will provide Advertising Content to Perform[cb] prior to the Advertising Content going live. Failure to comply may result in loss of payments and/or termination from the program.
10. 2.10. Display of Offer and Advertising Content. Affiliate will display the text links, graphical links, URL descriptions and links, or other non-interactive advertising content (collectively, the "Advertising Content") which conforms to the campaign specifications set forth in the applicable IO. Affiliate agrees: (i) it will market, display, perform, transmit and promote the Advertising Content
(including its final technical specifications) in accordance with the terms set forth herein, subject to Robinhood's prior written review and approval; and (ii) except as specified herein, Affiliate shall not modify, resize or in any other way alter the Advertising Content, nor shall it modify its technical specifications without reasonable advance notice to and approval from Robinhood. With the exception of Robinhood's logo, which shall not be modified without Robinhood's prior written approval, Affiliate may make non-material changes to Advertising Content to comply with any Affiliate policies, meaning size/formatting modifications to Advertising Content, which do not require Robinhood's permission or pre-authorization. Other changes to Robinhood’s Advertising Content shall only be made with Robinhood’s written approval or written pre-authorization (includes notification by e-mail).
11. 2.11. Fraudulent Clicks or Impressions. Robinhood has the right to contest in good faith the accuracy of Affiliate's measurements. Affiliate shall not, and shall not authorize any party to, generate automated or fraudulent clicks or impressions. In the event that Robinhood's third party tracking software reports total clicks or impressions that are materially different than the total clicks or impressions reported by Affiliate, or Robinhood otherwise believes that automated or fraudulent clicks or impressions are being generated, Affiliate agrees to: (i) cooperate with Robinhood to resolve the discrepancy; (ii) correct the problem as quickly as possible; (iii) issue a refund for any amounts paid by Robinhood for fraudulent clicks or impressions that are materially different than the total clicks or impressions reported by Affiliate; and (iv) if payment has not been made for fraudulent clicks or impressions that are ten percent or greater different than the total clicks or impressions reported by Affiliate, Robinhood shall not be required to remit payment for such fraudulent clicks or impressions.
12. 2.12. Affiliate Compliance Process, Violation, and Termination. All Affiliate Advertising Content will be reviewed to confirm compliance under this Agreement. Any compliance errors detected will be classified by Robinhood as High, Medium, or Low Severity. Upon compliance severity level detection, the following actions will be taken:
High Severity:
o - 1st notice - sent upon finding the violation. Time to respond or resolve – 24 hours. Action if not resolved- no payments earned from the date of the first notice until the error is fixed.
o - 2nd notice - sent immediately if the issue has not been resolved in the timeframe specified. Time to comply - 48 hours. Action if not resolved- termination with Robinhood approval, and cease paying Affiliate payments.
o - High Severity errors may require Affiliate to immediately remove the entirety of the violating content from all channels of distribution as determined in Robinhood’s sole discretion. In the event Robinhood directs Affiliate to remove such content, Affiliate agrees to comply with the removal instruction immediately.
Medium/Low Severity:
o - 1st notice - sent upon finding the violation. Time to respond or resolve – 72 hours. Action if not resolved- no payments earned from the date of the first notice until the error is fixed.
o - 2nd notice - sent immediately if the issue has not been resolved in the timeframe specified. Time to comply - 48 hours. Action if not resolved- termination with Robinhood approval, and cease paying Affiliate payments
Repeat Offenders:
- After 3rd violation in which a notice is sent. Action – contact with details on violations and refresh training on content guidelines in this Agreement. Affiliate enters 60-day
3.
probationary period. If additional high severity errors occur during probation, termination with Robinhood approval, and cease paying Affiliate payments.
2.13. Data Protection Addendum; International Compliance. Affiliate has read and agrees to comply with the Data Protection Agreement, available at http://www.igniteopm.com/dpaAffiliate, which is incorporated herein by reference. Before approving any Sub-Affiliate to promote an Offer through Perform[cb], Affiliate shall present and secure the written agreement to the Data Protection Addendum from said Sub-Affiliate. Affiliate agrees that, where applicable, its marketing and data collection practices shall comply at all times with the United Kingdom Data Protection Act of 1998 (as amended), the General Data Protection Regulation (GDPR) (EU) 2016/679, as amended and adopted by the member states of the EU, and all related directives, acts, or regulations. Affiliate represents and warrants that its consumer data collection practices are performed in a manner that obtains the necessary knowing and frequent consent from consumers and that all consumer data is stored using industry- standard or better security protocols. If Affiliate is either located outside the United States or offering or distributing (or potentially distributing) an Offer outside the United States, Affiliate represents and warrants that: (1) Affiliate is familiar with the particular laws, regulations and industry customs in those countries in which Affiliate is located and/or distributing the Offer; (2) Affiliate has previous experience distributing offers in such countries; and (3) Affiliate will comply with all laws, regulations and industry customs applicable to the operation of its business, its marketing practices, and the collection and/or transfer of consumer data by Affiliate in such countries. To be clear, Affiliate is responsible for understanding and complying with all advertising laws, regulations and customs in both the jurisdiction where the advertising takes place and the jurisdiction where Affiliate is located. Affiliate’s obligations and liabilities under this Paragraph and the Data Protection Addendum shall extend to the conduct of all Sub-Affiliates.
ADDITIONAL PROVISIONS BY TRAFFIC TYPE
1. 3.1. No Incentivized Traffic. Any trafficking from websites that are point, lottery or rewards based and encourage users to click on Offers or use Offers to generate revenue for users to win points, get rewards, or other incentives are expressly prohibited, unless approved in writing.
2. 3.2. Search Advertising. If Affiliate engages in any keyword search marketing hereunder, Affiliate shall: (1) comply with all rules, requirements and terms of the particular search engine being used; (2) not infringe upon any trademark or other intellectual property rights of any third parties; and (3) comply with all terms and requirements of Robinhood with respect to search marketing.
Affiliate shall also comply with the following:
1. 3.2.1. Affiliate may not bid on any Robinhood terms, including any variations or misspellings thereof, for search or content based campaigns on Google, Bing, Yahoo or any other network.
2. 3.2.2. Affiliate may not use Robinhood terms in sequence with any other keyword.
3. 3.2.3. Affiliate may not use Robinhood terms in its ad title, ad copy, display name or as the
display url.
4. 3.2.4. Affiliate may not direct link to the Robinhood website from any pay per Click ad or use
redirects that yield the same result.
5. 3.2.5. If Affiliate automates its search campaigns, Affiliate shall be responsible to exclude
Robinhood terms from its program. We have a strict no tolerance policy on search term bidding. We will not enter a discussion about when the violation started and when it stopped; you will forfeit all payments for a minimum of the past 30 days and your payment will be set to 0% without warning.
3.3. Email. Affiliate represents and warrants that, with respect to email campaigns transmitted by Affiliate for Robinhood in connection with any Offer, Affiliate shall at all times maintain strict compliance with the CAN-SPAM Act of 2003 (“CAN-SPAM”), California’s Anti-Spam Act, Cal. Bus. & Prof. Code §§ 17529 et seq. (“California’s Anti-Spam Act”), Canada’s Anti-Spam Law (“CASL”), the Federal Communications payment’s (“FCC”) rules and orders regulating the transmission of commercial email to wireless devices, and all other applicable federal, state, local and international laws and regulations. In addition, without limiting the foregoing, Affiliate agrees that it will comply with the following requirements. If Affiliate uses a third party to transmit email on its behalf, then that third party and Affiliate will be treated as one and the same for purposes of this Agreement.
3.3.1.
Address List.
3.3.1.1.
Affiliate shall ensure that the addresses on its email address list (the “List”) are entirely “opt- in.” This means that the email recipient has consented to receiving advertisements of the type sent by Affiliate via a clear and conspicuous affirmative “opt-in” process (and has not subsequently revoked such consent), subject to a posted, clear, conspicuous and accurate privacy policy that allows such use. If Affiliate uses the list of a third party to distribute such emails, such third parties, or “List Owners,” will be considered one and the same as Affiliate for purposes of this Agreement. If any consumer makes a spam or similar complaint with respect to any emails sent hereunder, Affiliate shall immediately notify Robinhood of such complaint and shall provide documentary evidence of such consumer’s opt-in information, including IP address, date, time and other relevant information.
Affiliate shall not promote an Offer in emails sent to persons whose email addresses were gathered in any automated process, harvesting or screen scraping, or as the result of randomly generated combinations of characters. Affiliate agrees that, prior to transmitting any email to the List, it will scrub the List against its own do-not-email list and, if required by the terms of the Offers, the do-not-mail list of Robinhood for such Offers (collectively, the “Suppression List”). Affiliate will conduct such purges at the last possible, commercially reasonable moment but not more than twenty-four (24) hours before the List is sent an email promoting an Offer. Affiliate will not transmit any email promoting an Offer to any address on the Suppression List. Affiliate also agrees that it will download and remove the domains located on the FCC's wireless domain names list (https://www.fcc.gov/consumer-governmental-affairs/about-bureau/consumer- policy-division/can-spam/domain-name-downloads) from all current data used in all mailings. Affiliate further warrants that any new data that it acquires, regardless of its source, will be run against the FCC's wireless domain names list and that domain names contained therein will be removed before sending any mailings.
Affiliate will not sell, remarket, disclose or use the Suppression List or the email address of any person who has opted out of receiving email promoting an Offer for any reason other than to comply with this Agreement and the law.
For each List (including, without limitation, lists provided by a List Owner), Affiliate will promptly provide Robinhood, upon Robinhood’s request, a written explanation of: (a) the source of the email addresses and the method by which the email recipients opted into receiving email such as messages promoting an Offer; and (b) the opt-in and/or opt-out process such recipients had and have,
3.3.1.2. 3.3.1.3.
3.3.1.4. 3.3.1.5.
and the attendant privacy policy as well as what made such process and policy clear and conspicuous to the consumer.
2. 3.3.2. Transmission. Affiliate shall not promote an Offer in emails sent through open proxies, from email or Internet Protocol (“IP”) addresses registered through fraud or false pretenses, or through any means in violation of an Internet Service Provider’s (“ISP”) policies.
3. 3.3.3. Content. Affiliate shall be the “sender” of the email containing Offers as defined by the CAN-SPAM Act, its rules and official guidance, and shall comply with all requirements of a “sender” under the CAN-SPAM Act, its rules and official guidance, including but not limited to 16 CFR 316.2(m). Any email from Affiliate (and any party delivering emails on its behalf) shall: (i) Have valid and traceable email header information identifying the Affiliate as the sending party; (ii) Within the body of the email, include a valid physical street address of Affiliate; (iii) Include a clear and conspicuous identification that such email message is an advertisement or solicitation when the email is sent to an address in which there is no prior business relationship; (iv) Include a "subject line" which accurately reflects the contents of the message and that is not misleading with respect to the contents or subject matter of the message; (v) Include a "friendly from line" which accurately identifies only the Affiliate as the sending party; (vii) Use only email addresses containing the name of the Affiliate as the sending party, and not use the non-sending party's name in any mail-from or reply-to email addresses (e.g. "from" lines need to accurately identify Affiliate as the sender of the email); (viii) use reply-to address that are functioning email addresses where Affiliate can be contacted; and (ix) not contain false or misleading header or transmission information. Affiliate warrants and represents that any message content not supplied by Robinhood will not infringe upon or violate any copyrights, trademarks or any rights of privacy or publicity or other proprietary rights of any third party and will not violate applicable laws or regulations or cause injury to, any third party.
4. 3.3.4. Opt-Out Mechanism and Compliance. Affiliate must include in each email message a clear and conspicuous explanation of how the recipient may opt-out of receiving future commercial emails from it, including a valid email address monitored by Affiliate or a hyperlink that the recipient may use to do so. If Affiliate uses a hyperlink, it must allow recipients to opt-out by clicking to a single web page and providing only the recipient’s email address. Affiliate shall in no circumstances require any personally-identifiable information other than a recipient’s email address to effectuate the recipient’s request to opt-out. The email address or hyperlink must remain capable of receiving opt-out requests for at least thirty (30) days after the email is sent. Affiliate must process opt-out requests within ten (10) days of receipt (or any other timeframe established in the future by the FTC). Affiliate shall not send any commercial electronic email, including one promoting an Offer, to any recipient who has opted out 10 days or more before transmission of an email.
5. 3.3.5. Collection & Privacy. The email addresses to be used in connection with any Robinhood email campaign shall be: (i) collected and maintained in compliance with all federal and state laws, regulations and rules and applicable international laws and regulations; (ii) collected from websites and other online venues in compliance with the applicable websites' and or other online venues' privacy policies, and such privacy policies specifically allow for Affiliate to use such email addresses as contemplated hereunder; and (iii) obtained and collected without employing email address harvesting, dictionary attacks and/or any other deceptive or illegal act and/or practice.
4. CONFIDENTIALITY.
Any confidential information and/or proprietary data provided by one party ("Discloser") to the other party ("Recipient"), including the Ad descriptions and the pricing of the Ad, shall be deemed "Confidential Information" of the Discloser. Confidential Information shall not be released by the Recipient to anyone except an employee or agent that has a need to know the Confidential Information and that is bound by confidentiality obligations at least as strict as those contained herein, but in no event less than a reasonable confidentiality standard. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under the Agreement. Notwithstanding anything contained herein to the contrary, the term "Confidential Information" shall not include information that: (a) was previously known to the Recipient; (b) was or becomes generally available to the public through no fault of the Recipient; (c) was rightfully in Recipient‘s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by Discloser; or (d) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser. Notwithstanding the foregoing, either party may disclose, upon written notice to the other party, Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under the Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.
5. MUTUAL REPRESENTATIONS AND WARRANTIES.
Each party represents and warrants to the other party that: (i) such party has the full corporate or organizational right, power, and authority to enter into the Agreement and to perform the acts required of it; (ii) the execution of or electronic agreement to this Agreement by such party, and the performance by such party of its obligations and duties, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound, or any applicable federal, state or municipal law or regulation to which it is subject; (iii) each party shall render all services to the other party in a professional and commercially reasonable manner, in accordance with generally accepted industry standards; (iv) each party owns or has the authority and valid license to use all intellectual property and content on its website(s); and (v) that neither you, nor any individual or entity associated with you that participates or will participate in any way in the marketing activities with respect to Prospects pursuant to this Agreement, is or at any time has been: (A) subject to an SEC order issued under section 203(f) of the Investment Advisers Act of 1940 (“the Act”); (B) convicted within the previous ten years of any felony or misdemeanor involving conduct described in section 203(e)(2)(A) through (D) of the Act; (C) found by the SEC to have engaged, or has been convicted of engaging, in any of the conduct specified in paragraphs (1), (5) or (6) of section 203(e) of the Act; or (D) subject to an order, judgment or decree described in section 203(e)(4) of the Act.
Each party also represents and warrants that it is fully compliant with applicable privacy and information security laws. Each party shall provide clear and conspicuous notice for, and fully disclose, its respective privacy policy and practices to visitors to its website(s).
6. LIMITATION OF LIABILITY; NO ADDITIONAL WARRANTIES; INDEMNIFICATION.
THE WEBSITES OF ROBINHOOD AND PERFORM[cb] (INCLUDING ANY REPORTING SITE) AND THE OFFERS ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE
WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS) EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ROBINHOOD’S LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, BE GREATER THAN THE TOTAL AMOUNT PAID WITHIN THE PRIOR SIX MONTHS BY ROBINHOOD TO AFFILIATE HEREUNDER.
7. INDEMNIFICATION.
Each party agrees to indemnify, defend and hold harmless the other, its subsidiaries, Robinhood’s vendors and suppliers, and each of their respective agents, partners, officers, directors and employees from and against any third party loss, cost, claim, injury or damage (including reasonable attorneys' fees) arising out of or related to a breach of the indemnifying party's representations or warranties made in this Agreement or the indemnifying party’s breach of the terms and conditions of this Agreement. Affiliate expressly agrees to indemnify all other Parties for claims arising out of or related to the conduct of any Sub-Affiliate.
If any action is brought against the indemnified party in respect to any allegation for which indemnity may be sought from the indemnifying party hereunder, the indemnified party will promptly notify the indemnifying party of any such claim or which it becomes aware, except that failure to provide such notice shall not excuse the indemnifying party’s indemnification obligations under this Section unless such failure materially prejudices the indemnifying party. The indemnified party shall permit the indemnifying party to assume control over the defense of such claim; provided, however, that the indemnified party may participate in the defense at its own cost through independent counsel. The indemnifying party shall not acquiesce to any judgment or enter into any settlement that adversely affects the indemnified party’s rights or interest without the prior written consent of the indemnified party.
8. GENERAL.
1. 8.1. Governing Law. The rights and obligations of the parties under or arising out of this Agreement shall be governed by and construed under the laws of the State of California without reference to its conflict of laws principles. Robinhood and Affiliate each: (a) subject to and without waiving the elective arbitration agreement below, hereby irrevocably submit to the exclusive jurisdiction in the state courts located in the County of San Mateo, California, or in the United States District Court for the Northern District of California for the purposes of any suit, action or proceeding arising out of or relating to the Agreement; and (b) hereby waive, and agree not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction or that such proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
2. 8.2. Arbitration. At the election of either party, any controversy or claim arising out of or relating to this Agreement shall be settled through binding arbitration in accordance with the Expedited Commercial Arbitration Rules of The American Arbitration Association. Any award rendered by the arbitrator(s) shall be entered as a judgment or order and may be confirmed or enforced by either party in any state or federal court having competent jurisdiction thereof. If either party brings or appeals any judicial action to vacate or modify any award rendered pursuant to arbitration or opposes the confirmation of such award and does not prevail, said party will pay all of the costs and expenses (including without limitation, court costs, arbitrators‘ fees and expenses and reasonable attorneys‘ fees) incurred by the other party in defending such action. The arbitrators will not be empowered to award punitive damages. The consent of the parties to arbitrate their disputes shall survive termination of this Agreement. If this Agreement is found to not be subject to arbitration, each party herein consents, agrees, and affirmatively waives any right to a jury trial in any proceeding.
3. 8.3. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any Internet outage, act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.
4. 8.4. Assignment. Neither party shall make an assignment of this Agreement or any interest herein without the prior written consent of the other party. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.
1. ALLOWED MARKETING CHANNELS & RESTRICTIONS.
1.1. Allowed Distribution: Deal/Coupon, Content/Blog, Display, Mobile, Newsletter
- Only coupons provided through the platform are valid for payment. Any promo code used that is not provided to your Affiliate account through this platform are subject to reversals. Friend referral links/ refer-a-friend promotions are not applicable for use or payment through the Affiliate Program.
1.2. Prohibited Distribution: Search, Toolbar, Network/ Rebrokering
- We do not allow the use of our Trademark terms, Trademark+ terms or display URL on search engines
1.3. Approval Only: Email, Incent, Video
2. AFFILIATE OBLIGATIONS.
1. 2.1. Robinhood Content. Affiliate shall distribute advertising for campaigns or offers of Robinhood (each, an “Offer”), consisting of graphic file(s) or other creative work made available by Robinhood for use in promoting an Offer (“Advertising Content”). Affiliate shall not modify or alter any Offer or any Advertising Content. Affiliate will only run approved Advertising Content in its advertising of Offers and will not create its own banners or advertising text based on the Advertising Content or Offer, unless expressly approved in writing from Robinhood. Any other use of Offers or Advertising Content will result in immediate termination of this Agreement and the loss of payment for leads.
2. 2.2. No Other Promotion or Marketing of Robinhood. Affiliate shall not place an Offer, Advertising Content or other content on a website or in any other context that promotes or markets Robinhood or an affiliate of Robinhood, including the products and services of Robinhood or its affiliates, other than the Offer and Advertising Content as approved by Robinhood, including the content and placement of such Offer. As used in this paragraph, material that “promotes or markets'' Robinhood within the meaning of this paragraph shall not include a fair and balanced, independent review of Robinhood’s or its affiliates’ or subsidiaries’ products and services.
3. 2.3. No Inappropriate Content. Affiliate shall not place an Offer or Advertising Content on a website
or in that:
2.3.1. 2.3.2. 2.3.3. 2.3.4. 2.3.5. 2.3.6. any other context with inappropriate content, which includes, but is not limited to, content
Is not fair and appropriately balanced;
Is unclear or misleading;
Does not provide balanced treatment of the potential risks and benefits of investing; Does not consider its intended audience;
Makes any false, exaggerated, unwarranted, or promissory statement or claim; Predicts or projects investment performance;
1
7. 2.3.7. Implies that past investment will recur;
8. 2.3.8. Places content in a footnote, legend, or elsewhere in a communication if doing so would
materially interfere with an investor’s or potential investor’s understanding of the
communication; or
9. 2.3.9. Recommends a stock, security, investment, or investment product.
Affiliate further shall not place an Offer or Advertising Content on a website or in any other context with inappropriate content, which includes, but is not limited to, content that:
10. 2.3.10. Contains, promotes, or relates to the use of: alcohol, tobacco or illegal substances, pornography, obscenity, nudity, nude beaches, or nude resorts, phone sex, strip clubs, escort or prostitution services, expletives or other inappropriate language, pedophilia or other non-consensual contact, violence, rape, torture, cannibalism, suffering or death, products made from endangered species, products or sites that offer fake identification or falsified documentation, products or sites that have online gambling as a central theme, trivializes historic events such as the Holocaust, the Irish Famine, or September 11, hunting trips that guarantee animals will be available to kill, organ transplant services, or products or sites that guarantee credit repair or credit cards;
11. 2.3.11. Promotes gratuitous violence, abuse or threatens physical harm;
12. 2.3.12. Promotes illegal or unethical activity, racism, hate, "spam," mail fraud, gambling,
sweepstakes, pyramid schemes, investment and money-making opportunities or illegal advice, software or techniques that bypass copyright protections, counterfeit, fake, or bootleg products or replicas or imitations of designer products, products or sites that appear to facilitate or promote the evasion of laws, the sale of firearms or ammunition by mail order or at gun shows, illegal wagering on horse racing or sporting events, or advertising that misrepresents, ridicules, or attacks an individual or group on the basis of age, national origin, race, ethnicity, religion, sex, sexual orientation or disability;
13. 2.3.13. Promotes the use of illegal activities, such as how to build a bomb, counterfeiting money and software pirating (e.g., Warez, Hotline);
14. 2.3.14. Is libelous, or defamatory, or false;
15. 2.3.15. Is otherwise expressly prohibited by federal or state law, or fails to comply with
guidelines promulgated by regulations applicable to Robinhood such as those from
FINRA, SEC, CFTC, and/or FTC;
16. 2.3.16. Willfully infringes on the trademark, copyright, or intellectual property rights of a third
party;
17. 2.3.17. Introduces viruses, worms, harmful code and/or Trojan horses on the Internet;
18. 2.3.18. Fails to comply with community standards of decency and good taste;
19. 2.3.19. Disparages Robinhood, its affiliates, its employees, or its products or services;
20. 2.3.20. Relates to individuals seeking to adopt children or who offer children for adoption;
21. 2.3.21. Relates to products that descramble cable or satellite signals in order to get free service;
or
22. 2.3.22. Is otherwise objectionable to Robinhood, as determined in Robinhood’s sole discretion.
Affiliate agrees to the established process in Section 2.12 of this Agreement to immediately acknowledge receipt of an escalation about an advertisement that does not comply with the content requirements in this Agreement and to promptly (within 24 hours) provide an explanation to Robinhood as to the placement of this content. Affiliate represents and warrants that it has the requisite expertise, skills, knowledge, and experience in place to sufficiently comply with the content requirements in this Agreement, and Affiliate will proactively seek advice and guidance from Robinhood should Affiliate have questions or problems with the content requirements in this Agreement.
4. 2.4. No Deceptive Advertising; FTC Advertising Compliance; International Compliance. Affiliate shall not engage in any deceptive or misleading form of advertising or marketing, which includes, but is not limited to, phishing (the practice of sending an email to an individual, falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identity theft, or for any other purpose), cybersquatting, typosquatting or combosquatting. Affiliate shall operate in compliance with all applicable laws, regulations, decisions and industry best practices, including but not limited to Section 5 of the Federal Trade Commission Act and any current or future rules, regulations, orders, guides or other interpretation issued by the Federal Trade Commission (“FTC”) relevant to the Offer or Offer at hand, and (ii) the Direct Marketing Association’s Best Practices for Online Advertising and Affiliate Marketing. If Affiliate is distributing an Offer outside the United States, Affiliate represents and warrants that (1) it is familiar with the particular laws, regulations and industry customs in those countries in which is distributing the Offer, (2) it has previous experience distributing offers in such countries, and (3) it will comply with all such laws, regulations and industry customs. To be clear, Affiliate is responsible for understanding and complying with all advertising laws, regulations and customs in both the jurisdiction where the advertising takes place and the jurisdiction where Affiliate is located.
5. 2.5. Influencer Compliance. Affiliate agrees to comply with the FTC’s Endorsement Guides to the extent they are applicable currently located at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-peopl e-are-asking, with respect to any endorsements made as part of its services hereunder, including, without limitation, properly disclosing that Affiliate receives consideration for reviewing, promoting and/or recommending a product or service or engaging in any type of influencer marketing.
6. 2.6. Traffic-Type Compliance. Affiliate agrees to abide by and be bound by the additional provisions listed below in Section 3 of this Agreement regarding the specific traffic type(s) employed by Affiliate in promoting any Offer.
7. 2.7. FTC Compliance. Each party represents and warrants that there are no misrepresentations or material omissions in its advertisements, and understands and agrees that engaging in acts or practices prohibited by the FTC will result in the immediate termination of this Agreement and forfeiture of all monies owed. Each party agrees to provide the information included within this Section to each of its affiliates and retain proof of the same.
8. 2.8. Networks. Unless expressly authorized by Robinhood in any IO, Affiliate may not promote the Offer through its network of third-party affiliates (“Sub-Affiliates”). Affiliate represents and warrants that, prior to participating in any Offer, all Sub-Affiliates are required to (i) comply with all applicable laws and regulations, including Section 5 of the FTC Act, (ii) refrain from modifying or altering any Offer or any Advertising Content, and (iii) refrain from placing an Offer or Advertising Content on a website or in any other context with inappropriate content, as defined above in Section 2.3 of this Agreement. Affiliate agrees to communicate all Allowed Marketing Channels & Restrictions, as set forth above, to Sub-Affiliate and obtain Sub-Affiliate’s agreement to comply with the same.
9. 2.9. Submission of Offer Content. Affiliate will provide Advertising Content to Perform[cb] prior to the Advertising Content going live. Failure to comply may result in loss of payments and/or termination from the program.
10. 2.10. Display of Offer and Advertising Content. Affiliate will display the text links, graphical links, URL descriptions and links, or other non-interactive advertising content (collectively, the "Advertising Content") which conforms to the campaign specifications set forth in the applicable IO. Affiliate agrees: (i) it will market, display, perform, transmit and promote the Advertising Content
(including its final technical specifications) in accordance with the terms set forth herein, subject to Robinhood's prior written review and approval; and (ii) except as specified herein, Affiliate shall not modify, resize or in any other way alter the Advertising Content, nor shall it modify its technical specifications without reasonable advance notice to and approval from Robinhood. With the exception of Robinhood's logo, which shall not be modified without Robinhood's prior written approval, Affiliate may make non-material changes to Advertising Content to comply with any Affiliate policies, meaning size/formatting modifications to Advertising Content, which do not require Robinhood's permission or pre-authorization. Other changes to Robinhood’s Advertising Content shall only be made with Robinhood’s written approval or written pre-authorization (includes notification by e-mail).
11. 2.11. Fraudulent Clicks or Impressions. Robinhood has the right to contest in good faith the accuracy of Affiliate's measurements. Affiliate shall not, and shall not authorize any party to, generate automated or fraudulent clicks or impressions. In the event that Robinhood's third party tracking software reports total clicks or impressions that are materially different than the total clicks or impressions reported by Affiliate, or Robinhood otherwise believes that automated or fraudulent clicks or impressions are being generated, Affiliate agrees to: (i) cooperate with Robinhood to resolve the discrepancy; (ii) correct the problem as quickly as possible; (iii) issue a refund for any amounts paid by Robinhood for fraudulent clicks or impressions that are materially different than the total clicks or impressions reported by Affiliate; and (iv) if payment has not been made for fraudulent clicks or impressions that are ten percent or greater different than the total clicks or impressions reported by Affiliate, Robinhood shall not be required to remit payment for such fraudulent clicks or impressions.
12. 2.12. Affiliate Compliance Process, Violation, and Termination. All Affiliate Advertising Content will be reviewed to confirm compliance under this Agreement. Any compliance errors detected will be classified by Robinhood as High, Medium, or Low Severity. Upon compliance severity level detection, the following actions will be taken:
High Severity:
o - 1st notice - sent upon finding the violation. Time to respond or resolve – 24 hours. Action if not resolved- no payments earned from the date of the first notice until the error is fixed.
o - 2nd notice - sent immediately if the issue has not been resolved in the timeframe specified. Time to comply - 48 hours. Action if not resolved- termination with Robinhood approval, and cease paying Affiliate payments.
o - High Severity errors may require Affiliate to immediately remove the entirety of the violating content from all channels of distribution as determined in Robinhood’s sole discretion. In the event Robinhood directs Affiliate to remove such content, Affiliate agrees to comply with the removal instruction immediately.
Medium/Low Severity:
o - 1st notice - sent upon finding the violation. Time to respond or resolve – 72 hours. Action if not resolved- no payments earned from the date of the first notice until the error is fixed.
o - 2nd notice - sent immediately if the issue has not been resolved in the timeframe specified. Time to comply - 48 hours. Action if not resolved- termination with Robinhood approval, and cease paying Affiliate payments
Repeat Offenders:
- After 3rd violation in which a notice is sent. Action – contact with details on violations and refresh training on content guidelines in this Agreement. Affiliate enters 60-day
3.
probationary period. If additional high severity errors occur during probation, termination with Robinhood approval, and cease paying Affiliate payments.
2.13. Data Protection Addendum; International Compliance. Affiliate has read and agrees to comply with the Data Protection Agreement, available at http://www.igniteopm.com/dpaAffiliate, which is incorporated herein by reference. Before approving any Sub-Affiliate to promote an Offer through Perform[cb], Affiliate shall present and secure the written agreement to the Data Protection Addendum from said Sub-Affiliate. Affiliate agrees that, where applicable, its marketing and data collection practices shall comply at all times with the United Kingdom Data Protection Act of 1998 (as amended), the General Data Protection Regulation (GDPR) (EU) 2016/679, as amended and adopted by the member states of the EU, and all related directives, acts, or regulations. Affiliate represents and warrants that its consumer data collection practices are performed in a manner that obtains the necessary knowing and frequent consent from consumers and that all consumer data is stored using industry- standard or better security protocols. If Affiliate is either located outside the United States or offering or distributing (or potentially distributing) an Offer outside the United States, Affiliate represents and warrants that: (1) Affiliate is familiar with the particular laws, regulations and industry customs in those countries in which Affiliate is located and/or distributing the Offer; (2) Affiliate has previous experience distributing offers in such countries; and (3) Affiliate will comply with all laws, regulations and industry customs applicable to the operation of its business, its marketing practices, and the collection and/or transfer of consumer data by Affiliate in such countries. To be clear, Affiliate is responsible for understanding and complying with all advertising laws, regulations and customs in both the jurisdiction where the advertising takes place and the jurisdiction where Affiliate is located. Affiliate’s obligations and liabilities under this Paragraph and the Data Protection Addendum shall extend to the conduct of all Sub-Affiliates.
ADDITIONAL PROVISIONS BY TRAFFIC TYPE
1. 3.1. No Incentivized Traffic. Any trafficking from websites that are point, lottery or rewards based and encourage users to click on Offers or use Offers to generate revenue for users to win points, get rewards, or other incentives are expressly prohibited, unless approved in writing.
2. 3.2. Search Advertising. If Affiliate engages in any keyword search marketing hereunder, Affiliate shall: (1) comply with all rules, requirements and terms of the particular search engine being used; (2) not infringe upon any trademark or other intellectual property rights of any third parties; and (3) comply with all terms and requirements of Robinhood with respect to search marketing.
Affiliate shall also comply with the following:
1. 3.2.1. Affiliate may not bid on any Robinhood terms, including any variations or misspellings thereof, for search or content based campaigns on Google, Bing, Yahoo or any other network.
2. 3.2.2. Affiliate may not use Robinhood terms in sequence with any other keyword.
3. 3.2.3. Affiliate may not use Robinhood terms in its ad title, ad copy, display name or as the
display url.
4. 3.2.4. Affiliate may not direct link to the Robinhood website from any pay per Click ad or use
redirects that yield the same result.
5. 3.2.5. If Affiliate automates its search campaigns, Affiliate shall be responsible to exclude
Robinhood terms from its program. We have a strict no tolerance policy on search term bidding. We will not enter a discussion about when the violation started and when it stopped; you will forfeit all payments for a minimum of the past 30 days and your payment will be set to 0% without warning.
3.3. Email. Affiliate represents and warrants that, with respect to email campaigns transmitted by Affiliate for Robinhood in connection with any Offer, Affiliate shall at all times maintain strict compliance with the CAN-SPAM Act of 2003 (“CAN-SPAM”), California’s Anti-Spam Act, Cal. Bus. & Prof. Code §§ 17529 et seq. (“California’s Anti-Spam Act”), Canada’s Anti-Spam Law (“CASL”), the Federal Communications payment’s (“FCC”) rules and orders regulating the transmission of commercial email to wireless devices, and all other applicable federal, state, local and international laws and regulations. In addition, without limiting the foregoing, Affiliate agrees that it will comply with the following requirements. If Affiliate uses a third party to transmit email on its behalf, then that third party and Affiliate will be treated as one and the same for purposes of this Agreement.
3.3.1.
Address List.
3.3.1.1.
Affiliate shall ensure that the addresses on its email address list (the “List”) are entirely “opt- in.” This means that the email recipient has consented to receiving advertisements of the type sent by Affiliate via a clear and conspicuous affirmative “opt-in” process (and has not subsequently revoked such consent), subject to a posted, clear, conspicuous and accurate privacy policy that allows such use. If Affiliate uses the list of a third party to distribute such emails, such third parties, or “List Owners,” will be considered one and the same as Affiliate for purposes of this Agreement. If any consumer makes a spam or similar complaint with respect to any emails sent hereunder, Affiliate shall immediately notify Robinhood of such complaint and shall provide documentary evidence of such consumer’s opt-in information, including IP address, date, time and other relevant information.
Affiliate shall not promote an Offer in emails sent to persons whose email addresses were gathered in any automated process, harvesting or screen scraping, or as the result of randomly generated combinations of characters. Affiliate agrees that, prior to transmitting any email to the List, it will scrub the List against its own do-not-email list and, if required by the terms of the Offers, the do-not-mail list of Robinhood for such Offers (collectively, the “Suppression List”). Affiliate will conduct such purges at the last possible, commercially reasonable moment but not more than twenty-four (24) hours before the List is sent an email promoting an Offer. Affiliate will not transmit any email promoting an Offer to any address on the Suppression List. Affiliate also agrees that it will download and remove the domains located on the FCC's wireless domain names list (https://www.fcc.gov/consumer-governmental-affairs/about-bureau/consumer- policy-division/can-spam/domain-name-downloads) from all current data used in all mailings. Affiliate further warrants that any new data that it acquires, regardless of its source, will be run against the FCC's wireless domain names list and that domain names contained therein will be removed before sending any mailings.
Affiliate will not sell, remarket, disclose or use the Suppression List or the email address of any person who has opted out of receiving email promoting an Offer for any reason other than to comply with this Agreement and the law.
For each List (including, without limitation, lists provided by a List Owner), Affiliate will promptly provide Robinhood, upon Robinhood’s request, a written explanation of: (a) the source of the email addresses and the method by which the email recipients opted into receiving email such as messages promoting an Offer; and (b) the opt-in and/or opt-out process such recipients had and have,
3.3.1.2. 3.3.1.3.
3.3.1.4. 3.3.1.5.
and the attendant privacy policy as well as what made such process and policy clear and conspicuous to the consumer.
2. 3.3.2. Transmission. Affiliate shall not promote an Offer in emails sent through open proxies, from email or Internet Protocol (“IP”) addresses registered through fraud or false pretenses, or through any means in violation of an Internet Service Provider’s (“ISP”) policies.
3. 3.3.3. Content. Affiliate shall be the “sender” of the email containing Offers as defined by the CAN-SPAM Act, its rules and official guidance, and shall comply with all requirements of a “sender” under the CAN-SPAM Act, its rules and official guidance, including but not limited to 16 CFR 316.2(m). Any email from Affiliate (and any party delivering emails on its behalf) shall: (i) Have valid and traceable email header information identifying the Affiliate as the sending party; (ii) Within the body of the email, include a valid physical street address of Affiliate; (iii) Include a clear and conspicuous identification that such email message is an advertisement or solicitation when the email is sent to an address in which there is no prior business relationship; (iv) Include a "subject line" which accurately reflects the contents of the message and that is not misleading with respect to the contents or subject matter of the message; (v) Include a "friendly from line" which accurately identifies only the Affiliate as the sending party; (vii) Use only email addresses containing the name of the Affiliate as the sending party, and not use the non-sending party's name in any mail-from or reply-to email addresses (e.g. "from" lines need to accurately identify Affiliate as the sender of the email); (viii) use reply-to address that are functioning email addresses where Affiliate can be contacted; and (ix) not contain false or misleading header or transmission information. Affiliate warrants and represents that any message content not supplied by Robinhood will not infringe upon or violate any copyrights, trademarks or any rights of privacy or publicity or other proprietary rights of any third party and will not violate applicable laws or regulations or cause injury to, any third party.
4. 3.3.4. Opt-Out Mechanism and Compliance. Affiliate must include in each email message a clear and conspicuous explanation of how the recipient may opt-out of receiving future commercial emails from it, including a valid email address monitored by Affiliate or a hyperlink that the recipient may use to do so. If Affiliate uses a hyperlink, it must allow recipients to opt-out by clicking to a single web page and providing only the recipient’s email address. Affiliate shall in no circumstances require any personally-identifiable information other than a recipient’s email address to effectuate the recipient’s request to opt-out. The email address or hyperlink must remain capable of receiving opt-out requests for at least thirty (30) days after the email is sent. Affiliate must process opt-out requests within ten (10) days of receipt (or any other timeframe established in the future by the FTC). Affiliate shall not send any commercial electronic email, including one promoting an Offer, to any recipient who has opted out 10 days or more before transmission of an email.
5. 3.3.5. Collection & Privacy. The email addresses to be used in connection with any Robinhood email campaign shall be: (i) collected and maintained in compliance with all federal and state laws, regulations and rules and applicable international laws and regulations; (ii) collected from websites and other online venues in compliance with the applicable websites' and or other online venues' privacy policies, and such privacy policies specifically allow for Affiliate to use such email addresses as contemplated hereunder; and (iii) obtained and collected without employing email address harvesting, dictionary attacks and/or any other deceptive or illegal act and/or practice.
4. CONFIDENTIALITY.
Any confidential information and/or proprietary data provided by one party ("Discloser") to the other party ("Recipient"), including the Ad descriptions and the pricing of the Ad, shall be deemed "Confidential Information" of the Discloser. Confidential Information shall not be released by the Recipient to anyone except an employee or agent that has a need to know the Confidential Information and that is bound by confidentiality obligations at least as strict as those contained herein, but in no event less than a reasonable confidentiality standard. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under the Agreement. Notwithstanding anything contained herein to the contrary, the term "Confidential Information" shall not include information that: (a) was previously known to the Recipient; (b) was or becomes generally available to the public through no fault of the Recipient; (c) was rightfully in Recipient‘s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by Discloser; or (d) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser. Notwithstanding the foregoing, either party may disclose, upon written notice to the other party, Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under the Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.
5. MUTUAL REPRESENTATIONS AND WARRANTIES.
Each party represents and warrants to the other party that: (i) such party has the full corporate or organizational right, power, and authority to enter into the Agreement and to perform the acts required of it; (ii) the execution of or electronic agreement to this Agreement by such party, and the performance by such party of its obligations and duties, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound, or any applicable federal, state or municipal law or regulation to which it is subject; (iii) each party shall render all services to the other party in a professional and commercially reasonable manner, in accordance with generally accepted industry standards; (iv) each party owns or has the authority and valid license to use all intellectual property and content on its website(s); and (v) that neither you, nor any individual or entity associated with you that participates or will participate in any way in the marketing activities with respect to Prospects pursuant to this Agreement, is or at any time has been: (A) subject to an SEC order issued under section 203(f) of the Investment Advisers Act of 1940 (“the Act”); (B) convicted within the previous ten years of any felony or misdemeanor involving conduct described in section 203(e)(2)(A) through (D) of the Act; (C) found by the SEC to have engaged, or has been convicted of engaging, in any of the conduct specified in paragraphs (1), (5) or (6) of section 203(e) of the Act; or (D) subject to an order, judgment or decree described in section 203(e)(4) of the Act.
Each party also represents and warrants that it is fully compliant with applicable privacy and information security laws. Each party shall provide clear and conspicuous notice for, and fully disclose, its respective privacy policy and practices to visitors to its website(s).
6. LIMITATION OF LIABILITY; NO ADDITIONAL WARRANTIES; INDEMNIFICATION.
THE WEBSITES OF ROBINHOOD AND PERFORM[cb] (INCLUDING ANY REPORTING SITE) AND THE OFFERS ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE
WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS) EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ROBINHOOD’S LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, BE GREATER THAN THE TOTAL AMOUNT PAID WITHIN THE PRIOR SIX MONTHS BY ROBINHOOD TO AFFILIATE HEREUNDER.
7. INDEMNIFICATION.
Each party agrees to indemnify, defend and hold harmless the other, its subsidiaries, Robinhood’s vendors and suppliers, and each of their respective agents, partners, officers, directors and employees from and against any third party loss, cost, claim, injury or damage (including reasonable attorneys' fees) arising out of or related to a breach of the indemnifying party's representations or warranties made in this Agreement or the indemnifying party’s breach of the terms and conditions of this Agreement. Affiliate expressly agrees to indemnify all other Parties for claims arising out of or related to the conduct of any Sub-Affiliate.
If any action is brought against the indemnified party in respect to any allegation for which indemnity may be sought from the indemnifying party hereunder, the indemnified party will promptly notify the indemnifying party of any such claim or which it becomes aware, except that failure to provide such notice shall not excuse the indemnifying party’s indemnification obligations under this Section unless such failure materially prejudices the indemnifying party. The indemnified party shall permit the indemnifying party to assume control over the defense of such claim; provided, however, that the indemnified party may participate in the defense at its own cost through independent counsel. The indemnifying party shall not acquiesce to any judgment or enter into any settlement that adversely affects the indemnified party’s rights or interest without the prior written consent of the indemnified party.
8. GENERAL.
1. 8.1. Governing Law. The rights and obligations of the parties under or arising out of this Agreement shall be governed by and construed under the laws of the State of California without reference to its conflict of laws principles. Robinhood and Affiliate each: (a) subject to and without waiving the elective arbitration agreement below, hereby irrevocably submit to the exclusive jurisdiction in the state courts located in the County of San Mateo, California, or in the United States District Court for the Northern District of California for the purposes of any suit, action or proceeding arising out of or relating to the Agreement; and (b) hereby waive, and agree not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction or that such proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
2. 8.2. Arbitration. At the election of either party, any controversy or claim arising out of or relating to this Agreement shall be settled through binding arbitration in accordance with the Expedited Commercial Arbitration Rules of The American Arbitration Association. Any award rendered by the arbitrator(s) shall be entered as a judgment or order and may be confirmed or enforced by either party in any state or federal court having competent jurisdiction thereof. If either party brings or appeals any judicial action to vacate or modify any award rendered pursuant to arbitration or opposes the confirmation of such award and does not prevail, said party will pay all of the costs and expenses (including without limitation, court costs, arbitrators‘ fees and expenses and reasonable attorneys‘ fees) incurred by the other party in defending such action. The arbitrators will not be empowered to award punitive damages. The consent of the parties to arbitrate their disputes shall survive termination of this Agreement. If this Agreement is found to not be subject to arbitration, each party herein consents, agrees, and affirmatively waives any right to a jury trial in any proceeding.
3. 8.3. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any Internet outage, act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.
4. 8.4. Assignment. Neither party shall make an assignment of this Agreement or any interest herein without the prior written consent of the other party. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.