Publisher Agreement

1. Introduction & Acceptance of Terms

By registering for a publisher account on the SenderCircle platform ("SenderCircle," "we," "our," or "us"), you ("you," "your," or "Publisher") agree to be bound by these Terms of Use & User Agreement ("Agreement"). If you do not agree with any part of this Agreement, you may not use or access the platform.

2. Eligibility & Publisher Representations

You represent and warrant that: (a) you are authorized to act on behalf of the newsletter(s) you register; (b) all information you submit is truthful, accurate, and complete; (c) you own or have proper rights to the subscriber list(s) associated with your newsletter; (d) your participation does not and will not violate any applicable laws or third-party rights; (e) you will maintain compliance with all applicable data protection laws including GDPR, CCPA, and CAN-SPAM; (f) you have obtained all necessary consents from subscribers for data sharing and commercial communications. You acknowledge that SenderCircle is not responsible for any false, misleading, or inaccurate information you provide, and you agree to indemnify SenderCircle for any claims arising from your misrepresentations.

3. Services Provided by SenderCircle

SenderCircle facilitates sponsorship opportunities between newsletter publishers and advertisers, provides access to advertising offers, and may offer performance analytics. We do not guarantee campaign performance, revenue, or access to specific sponsors.

4. Traffic Quality & Fraud Prevention

You represent, warrant, and covenant that: (a) all traffic, clicks, opens, and engagement metrics generated from your newsletter are genuine and from real human subscribers; (b) you will not engage in, facilitate, or knowingly permit any fraudulent, artificial, or non-human traffic generation including but not limited to bot traffic, click farms, automated clicking, incentivized clicks, or any other form of invalid traffic; (c) you will immediately report any suspected fraudulent activity to SenderCircle; (d) you will cooperate fully with any SenderCircle investigation into traffic quality or fraud. Violation of these provisions may result in: immediate account suspension or termination, forfeiture of all unpaid earnings, clawback of previously paid commissions for up to 12 months, and monetary penalties of up to $100,000 USD per violation, plus SenderCircle's costs and attorney's fees. SenderCircle reserves the right to conduct audits, implement monitoring systems, and take any measures necessary to ensure traffic quality.

5. Data Access, Storage & Use

By registering, you grant SenderCircle permission to access, collect, store, and analyze your newsletter data, including but not limited to subscriber email addresses, open rates, click rates, and IP addresses, campaign performance metrics, additional data points acquired through third-party enrichment tools. This data will be used for internal analytics, network performance evaluation, sponsor reporting, fraud detection, and matching advertisers with appropriate newsletters. SenderCircle will not sell personal subscriber data or disclose it in personally identifiable form to sponsors. We reserve the right to use anonymized or aggregated data for commercial purposes and to share data with third-party fraud detection services.

6. Ad Placement, Campaign Participation & Mandatory Disclaimers

All campaigns are fully opt-in. You are not required to run any advertisement unless you choose to participate. However, by opting in to a campaign, you agree to: (a) run the approved creative exactly as provided by the sponsor; (b) not alter, modify, or supplement the creative without prior written approval; (c) place advertisements in appropriate newsletter locations with proper disclosure; (d) accurately represent campaign performance if manual tracking is required; (e) maintain professional standards and comply with FTC disclosure requirements; (f) not engage in any practices that could harm the sponsor's brand or reputation; (g) include all mandatory disclaimers, disclosures, and legal notices specified by SenderCircle or the sponsor; (h) include a clear and functional opt-out or unsubscribe link in all newsletter emails containing any SenderCircle sponsored content, advertising, or brand mentions; (i) agree to add any disclaimers, legal notices, or regulatory disclosures as required by SenderCircle, sponsors, or applicable law. Some campaigns require specific mandatory disclaimers (such as financial, health, legal, or regulatory disclosures) that must be included in any newsletter containing the sponsor's advertisement or brand mention. You are solely responsible for including all required disclaimers and unsubscribe mechanisms. Failure to include mandatory disclaimers or unsubscribe links releases SenderCircle from all liability and may result in: immediate campaign termination, forfeiture of earnings, potential legal liability to sponsors or regulatory bodies, and personal liability for any resulting claims, fines, or penalties. You acknowledge that omission of required disclaimers or unsubscribe functionality may violate federal, state, or international regulations including CAN-SPAM, GDPR, and other applicable laws, and agree to indemnify SenderCircle for any resulting consequences. SenderCircle shall have no liability whatsoever for publishers' failure to include required disclaimers, unsubscribe links, or other mandatory elements. You further agree not to publish, promote, or facilitate content that is illegal, deceptive, infringing, hateful, harassing, discriminatory, sexually explicit, promoting violence, or otherwise violates SenderCircle's policies or applicable laws, including content related to illegal drugs, unapproved pharmaceuticals, counterfeit goods, illegal gambling, or securities offerings without required disclosures and approvals.

7. Payment Terms, Commission & Financial Protections

Unless otherwise stated, SenderCircle will issue payments to publishers on or around the 15th of each month for revenue earned during the previous calendar month, subject to verification and fraud review. SenderCircle retains a standard 30% commission on all gross sponsor payments, however, we reserve the absolute right to set any commission rate (including 0% to 100%) for any campaign at our sole discretion with or without prior notice. Commission rates may vary by campaign, publisher, sponsor, performance metrics, or any other factors we deem relevant. By participating in any campaign, you accept the commission rate applicable to that specific campaign. SenderCircle's tracking and reporting systems are the authoritative measure for all performance metrics and payments unless otherwise agreed in writing. Any dispute regarding metrics or payments must be raised in writing within 10 days of the relevant reporting period; after that, the metrics and payments are deemed final. We reserve the right to: (a) withhold payments pending investigation of suspected fraud, invalid traffic, or sponsor dispute; (b) claw back previously paid commissions for up to 24 months if fraud, invalid traffic, or material breach is discovered or if sponsor chargebacks, refunds, or non-payment occur; (c) offset any amounts owed by you against future payments; (d) require additional verification or documentation (including KYC/AML and tax forms) before processing payments; (e) modify general payment terms with or without notice (commission rates remain subject to immediate change without notice); (f) adjust commission rates retroactively if campaign terms are modified or performance metrics are updated. All payments are contingent upon sponsor payment to SenderCircle. You are responsible for all taxes, duties, and fees arising from payments, and we may withhold amounts as required by law. You acknowledge that payment method and currency conversion fees may be deducted. You may not withhold, set off, or deduct any amounts owed to SenderCircle. You agree that unpaid amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law and that we may recover reasonable collection costs.

Campaign terms may be changed at any time by posting updated terms in the platform or via email, including changes to commission rates, flight dates, targeting, creative, placement requirements, disclosure language, measurement methodology, and payout rules. Changes take effect immediately upon posting or sending. Your continued participation in a campaign after such posting constitutes acceptance of the updated campaign terms. If you do not agree to changes, you must promptly decline or pause the campaign prospectively.

8. Confidentiality & Non-Circumvention

You agree to: (a) maintain strict confidentiality of all sponsor information, rates, campaign details, and SenderCircle business information; (b) not circumvent SenderCircle by working directly with any sponsor introduced via the platform during the term of this Agreement and for a period of 24 months after termination; (c) not solicit or encourage other publishers to leave the platform or work directly with sponsors; (d) not use any information obtained through SenderCircle to identify, contact, or engage with sponsors outside the platform. For purposes of this Agreement, "introduced via the platform" includes any sponsor whose information, identity, or business details you learned about, discovered, or became aware of through your use of SenderCircle, regardless of whether you had prior knowledge of such sponsor's existence. Direct engagement with any sponsor discovered through the platform, including but not limited to email outreach, social media contact, or third-party introductions based on SenderCircle-obtained information, constitutes a material breach of this Agreement. Breach of these obligations will result in: payment of SenderCircle's standard commission on any resulting revenue for 24 months, liquidated damages of $50,000 per sponsor relationship (representing lost business opportunities and platform development costs), immediate account termination, forfeiture of all pending payments, and liability for SenderCircle's attorney's fees and costs. These remedies are cumulative and do not limit other available remedies at law or equity.

9. Intellectual Property

You retain all rights to your newsletter content, subject to the license granted herein. SenderCircle retains all rights to its platform, technology, branding, algorithms, and any related materials. Campaign content provided by sponsors remains their intellectual property. You grant SenderCircle a perpetual, irrevocable, worldwide license to use your newsletter data and performance metrics for business purposes, fraud detection, and platform improvement.

10. Publisher Indemnification

You agree to indemnify, defend, and hold harmless SenderCircle, its officers, directors, employees, and agents from and against all claims, damages, losses, costs, and expenses (including reasonable attorney's fees) arising from or relating to: (a) your breach of this Agreement; (b) your newsletter content or practices; (c) fraudulent, invalid, or non-human traffic from your properties; (d) violations of applicable laws or third-party rights; (e) your misrepresentation of subscriber data or metrics; (f) any claims by your subscribers or third parties related to your newsletter. This indemnification obligation survives termination of this Agreement.

11. Disclaimers & Limitation of Liability

SenderCircle provides the platform "as is" without warranties of any kind, express or implied. We disclaim all warranties including merchantability, fitness for purpose, and non-infringement. We are not responsible for: platform downtime, technical issues, data loss, sponsor nonpayment or misrepresentation, publisher content or practices, campaign results, third-party claims, lost revenue, or consequential damages. To the fullest extent permitted by law, SenderCircle's total liability is limited to the lesser of (a) $1,000 or (b) amounts paid to you in the 90 days preceding any claim. These limitations apply regardless of the theory of liability and survive termination.

12. Termination, Suspension & Breach Remedies

SenderCircle may immediately suspend or terminate your account for: (a) fraud, invalid traffic, or material breach; (b) violation of applicable laws; (c) harm to SenderCircle's reputation or business; (d) non-payment of amounts owed; (e) at our sole discretion with 30 days' notice. Upon termination: all rights and licenses terminate immediately, you must cease use of SenderCircle materials, confidentiality and non-circumvention obligations survive for 24 months, unpaid amounts become immediately due, and we may retain your data for legal and business purposes. The following provisions survive termination: Sections 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16. Immediate termination does not limit other remedies available to SenderCircle.

13. Compliance Monitoring & Audit Rights

SenderCircle reserves the right to: (a) monitor, audit, and investigate your newsletter practices and traffic quality; (b) access your newsletter data and analytics; (c) engage third-party services for fraud detection and compliance monitoring; (d) require documentation, certifications, or additional information; (e) implement technical measures to detect invalid traffic. You agree to cooperate fully with any audit or investigation and provide requested information within 5 business days. You agree to maintain accurate books and records related to performance and payments for at least three years and to provide reasonable access to such records upon request. Failure to cooperate may result in immediate account suspension.

14. Amendments to the Agreement

SenderCircle may update, modify, or amend this Agreement at any time, in its sole discretion, with or without prior notice. Changes may be made for any reason including but not limited to business requirements, legal compliance, risk management, or operational considerations. Notice of changes may be provided through posting on the platform, email notification, or other reasonable means, however, SenderCircle reserves the right to implement changes immediately without advance notice when deemed necessary. Your continued use of the platform after any changes constitutes your acceptance of the modified Agreement. If you disagree with any changes, your sole remedy is to terminate your account and discontinue use of the platform. SenderCircle has no obligation to provide advance notice or obtain consent for any amendments.

15. Miscellaneous Provisions

This Agreement: (a) constitutes the entire agreement and supersedes all prior agreements; (b) may only be modified in writing signed by SenderCircle; (c) is binding on successors and assigns; (d) remains enforceable if any provision is invalid; (e) shall not be construed against the drafter. No waiver of any breach constitutes waiver of future breaches. This Agreement creates no partnership, joint venture, or agency relationship. Time is of the essence. Headings are for convenience only. Each party is an independent contractor and no employment or fiduciary relationship is created. SenderCircle may assign this Agreement without restriction; you may not assign or transfer this Agreement without SenderCircle's prior written consent. Neither party is liable for delays or failures due to events beyond its reasonable control, including acts of God, labor disputes, internet failures, acts of government, and similar force majeure events. All notices may be provided by email or through the platform and are deemed given when sent. You represent and warrant compliance with applicable anti-bribery, anti-corruption, export control, and economic sanctions laws and agree not to transact with sanctioned parties. You agree to comply with all applicable privacy and marketing laws and to promptly notify SenderCircle of any security incident or data breach impacting campaign data.

16. Governing Law & Dispute Resolution

This Agreement is governed by New York law without regard to conflict of law principles. You irrevocably consent to the exclusive jurisdiction of state and federal courts in New York County, New York. For claims under $10,000, disputes shall be resolved through binding arbitration under AAA Commercial Rules, with arbitration costs borne by the losing party. SenderCircle may seek injunctive relief in any court of competent jurisdiction. You waive any right to jury trial and class action participation.