7. Disputed Brand Billing. If a Brand disputes the reported number of confirmed Qualified Transactions in any bill/invoice or Billing Period and/or asserts that any Qualified Transactions have been generated by fraud on the part of any Traffic Partner, Brand shall be required to pay for all undisputed amounts in the invoice and provide Squaredance with a written statement and any supporting documentation providing its reasons for the dispute. Such statement must be provided to Squaredance within (5) days of the invoice date or by the invoice payment due date specified in an Insertion Order (if applicable), or else Brand waives any right to dispute the reported number of Transactions and the amount stated on an invoice. The Parties agree to use best efforts to resolve any reporting disputes within (5) days after Brand provides timely written notice of such dispute. Provided that Brand provides timely written notice and documentation that proves an issue or fraud to Squaredance’s reasonable satisfaction as determined in Squaredance’s sole discretion, then Brand will not be responsible for paying for Qualified Transactions owed as a result of the issue or for the fraudulent leads generated by the Traffic Partner. It is acknowledged by Brand that once Squaredance’s tracking pixel fires (as set out in the GTOS), this triggers a responsibility for Squaredance to pay its Traffic Partners. It is therefore agreed that should the Brand allow for Squaredance’s tracking pixel to fire there may be no scrubs, deductions, or chargebacks of any kind for any reason whatsoever other than the specific circumstances described in this section. If any disputed amounts have been charged to the Brand’s Payment Method (as set out below) and a credit amount is agreed to between the Parties, the amount may be (i) issued as a credit against future invoices, (ii) issued via wire transfer or Payment Method refund as soon as reasonably possible and/or as permitted by our Payment Processor(s).
- Brand Payments
- Payment Method. Depending on Brand’s regional location, several payment methods might be available within the Platform, including but not limited to credit card and debit card payments (“Payment Method”). When you add a Payment Method to your account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Platform Payments or one of its Payment Processors (as defined below). By adding a Payment Method, you authorize Platform Payments and its Payment Processor to collect and store your Payment Method information.
- Payment Method Verification. When you add or use a new Payment Method, Platform Payments may verify the Payment Method by (i) authorizing your Payment Method for one or two nominal amounts via a Payment Processor, and asking you to confirm those amounts, or (ii) requiring you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts to your Payment Method or apply as a credit against future invoices. When you add a Payment Method during checkout, we will automatically save and add that Payment Method to your account so it can be used for a future transaction. You may remove the Payment Method from your account as long as it is not associated with an active Campaign.
- Payment Method Authorization. Brand authorizes Platform Payments to charge an amount equal to the amount of the Invoice (weekly or on such dates as an Insertion Order may provide, if applicable), and any additional amounts as permitted by these Terms, to the Payment Method specified in the Brand’s Platform Account for the term of the Agreement. Brand hereby agrees to keep such valid Payment Method in effect with sufficient funds to enable Platform Payments to charge the amount owing under the Invoice every week, or as applicable, and not to challenge such charges or to request reversal of such charges. Brand agrees not to “charge back” against such charges in the event of an issue or dispute. Brand agrees that all credits will be resolved through wired funds or reversal of charges, which in some cases may take up to ten (10) business days.
- Automatic Update of Payment Method. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our Payment Processors or your bank and shall automatically update your Payment Method on file.
- Timing of Payment. As Brand invoices are issued on Mondays, payments are generally due same day or as set out in an Insertion Order, if applicable. If payment is due same day, Platform Payments will charge the authorized Payment Method on file the same day or on the due date as set out in a separate Insertion Order, if applicable.
- Payment Restrictions. Platform Payments reserves the right to decline or limit payments that we believe (i) may violate risk management policies or procedures, (ii) may violate these Terms or the GTOS, (iii) are unauthorized, fraudulent or illegal; or (iv) expose you, Squaredance, or others to risks unacceptable to Squaredance and/or Platform Payments.
- Your Payment Method, Your Responsibility. Platform Payments is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.
9. Late Payments. Platform Payments are due on receipt. If a pre-authorized Payment Method has failed, you will need to provide an alternative Payment Method to clear the balance within forty-eight (48) hours to avoid the pausing of your Campaign, and seven (7) days to avoid any additional applicable late fees. If the payment is not received within seven (7) days, the Platform Fee for the Billing Period will be increased accordingly, as set out in the table below:
10. Disputed Brand Billing. Collections and Interest Charges. If Payment is not received within thirty (30) days of an invoice due date, invoices shall accrue interest at the rate of 1.0% per week or any fraction thereof, or if less, the highest rate permitted under law. In addition, Brand shall be liable to Squaredance for all legal fees and other costs of collection incurred by Squaredance in collecting such unpaid amounts. Failure to make timely invoice payments is grounds for immediate termination of the Agreement by Squaredance at its sole discretion. Brand represents and warrants that it will furnish payment on all invoices, notwithstanding any non-payment to Brand by any third-party including, and without limitation, Brand’s client(s), or customers. Squaredance’s failure to invoice Brand shall not constitute a waiver of any amounts due to Squaredance by Brand and/or any claims by Squaredance of Brand’s breach of the Agreement. In the event of Brand’s default relating to the timely payment of any invoice, Squaredance shall have the right to immediately terminate the Agreement, and Brand will remain liable for any monies due to Squaredance. Squaredance reserves the right to assign unpaid bills/invoices to collections with or without notice to Brand.
11. Deposit or Pre-Pay. At the discretion of Squaredance, it may request a deposit or pre-pay, in which case Brand shall send advanced payment at least forty-eight (48) hours before and as a condition of the commencement of the Brand’s Campaign(s). The deposit or pre-pay may be amended from time to time at Squaredance’s discretion and can be applied against issued invoices or kept as a deposit. In the case of non-payment of invoices, said deposit will be applied to any outstanding amounts owed and all Brand Campaigns will be paused until the deposit is replenished, in addition to any other remedies that Squaredance may have. Upon termination of the Agreement, deposit or pre-pay will be refunded to Brand or applied to outstanding invoices and any remaining deposit or prepay to will be returned within ten (10) days of termination.
12. Taxes. You are responsible for all applicable Taxes that arise from or as a result of your use of the Platform. To the extent that Squaredance charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the fees for such products and services and will be billed to your current Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Squaredance of your exemption. If you are not charged Taxes by Squaredance, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
13. Deductions or Withholdings. For the avoidance of doubt, all sums payable by you to Squaredance under these Terms will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Squaredance to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Squaredance will be entitled to charge the full amounts and fees stipulated under these Terms to your authorized Payment Method, ignoring any such deduction or withholding that may be required.
Section III - Partner Payments & Fees
14. Traffic Partner Payments
- Traffic Partners shall be paid as set out in the GTOS per the occurrence of a Qualified Transaction on a Campaign delivered as a result of their Traffic Partner Services (“Traffic Partner Payout”). Except as provided herein and/or unless otherwise mutually agreed to in a written agreement executed by authorized representatives of each Party, the Parties understand and agree that payment will be issued to Traffic Partners by Platform Payments as set out and subject to the following:
- Qualified Transactions are calculated on a weekly basis from Monday to Sunday (“Traffic Week”).
- Traffic Partner Payouts are issued to Traffic Partners on a monthly basis by the first Friday of each month for the prior four to five Traffic Weeks.
- No payments will be issued for any amounts less than $200.00 US Dollars (“Minimum Payment Threshold”).
- Unless otherwise specified, all accounts will be paid in US dollars ($USD).
- Every Traffic Partner account must have a unique, valid taxpayer identification number (TIN) or valid Social Security number on file with Squaredance or its Payment Processor. If the Traffic Partner is Canadian, a business identification number and a harmonized sales tax number must be provided and kept on file with Squaredance or its Payment Processor.
- All payments are based on actual figures as defined, accounted and audited by Squaredance.
b. Squaredance reserves the right to suspend Traffic Partner payments without notice if payment is not received from the Brand. If Squaredance does not receive payment from the Brand after engaging in best efforts to collect the funds, Squaredance is not obligated to make the payment to Traffic Partner. However, pending Traffic Partner payments may be negotiated in good faith on a case-by-case basis as Squaredance may determine. Squaredance does not guarantee payments on behalf of the Brand.
c. Platform Payments will not pay for any Qualified Transactions that occur before a Campaign is initiated, after a Campaign pauses and/or is terminated or for Qualified Transactions for a Campaign that the Traffic Partner was not approved on to provide Traffic Partner Services. Invoices submitted to Platform Payments and payments made to Traffic Partner shall be based on the Qualified Transactions and corresponding Traffic Partner Payout as reported by Squaredance. Squaredance will not be responsible to compensate Traffic Partner for Qualified Transactions that are not recorded due to Traffic Partner’s error.
d. Outstanding Payments. If a Traffic Partner Account is inactive for 12 months, any outstanding Traffic Partner Payouts remaining that have not reached the Minimum Payment Threshold will be forfeit. An inactive account shall be defined as one that has not had any confirmed sales.
e. Traffic Partner Fraud & Other Disputes
- Fraud. Squaredance takes diligent measures to protect its reputation and that of its Brands. Squaredance strictly prohibits fraud. If we and/or a Brand suspect fraud by a Traffic Partner Account, the Traffic Partner account may be made suspended pending further investigation.
- If Squaredance, or Squaredance in collaboration with Brand, determines that a Traffic Partner or any Sub-Partner fraudulently added leads, clicks or conversions or inflated leads, clicks or conversions by fraudulent traffic generation (such as pre-population of forms or any mechanism not approved by Squaredance), Squaredance’s remedies include, without limitation, forfeit of the Traffic Partner’s entire Traffic Partner Payout for all applicable Campaigns and/or termination of the Traffic Partner’s Account. Squaredance reserves sole judgment in determining fraud.
It is the OBLIGATION of the Traffic Partner to prove to Squaredance that Traffic Partner or its Sub-Partner is NOT committing fraud. Squaredance may hold a Traffic Partner’s payment in “Pending Status” until they have satisfactorily provided evidence that they or their Sub-Partner are not defrauding the Brand and/or the Platform. Potential evidence of fraud that triggers Squaredance’s recourse under this section include, but are not limited to, the following:
- Have click-through rates that are much higher than industry averages.
- Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported.
- Have conversion rates that are much higher than industry averages.
- Have shown fraudulent leads as determined by our Brands.
- Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs.
- Engage in credit card fraud or click-fraud to generate conversions or sales, which includes fraudulently posing as customer, using pre-paid cards to generate transactions, or recommending and/or promoting Partner links to friends, immediate and/or extended family, business associates and/or partners and/or any other individual considered by Squaredance or the Brand to be an illegitimate customer.
- Use User Creatives that violate applicable law, do not comply with the Platform Acceptable Use and Advertising Policy or do not actually promote any goods or services of the Brand.
Squaredance reserves the right to pursue legal action against Traffic Partners in the event of any breach of these Terms and the Agreement, including fraud, and to seek all available remedies including actual, consequential, and punitive damages.
f. Offer Traffic Disputes
- Traffic Quality. Squaredance has no view into Traffic Partner traffic quality. Moreover, every Brand has their own definition of acceptable traffic quality. As such, Squaredance does not take any ownership or responsibility over traffic quality. Brand has the sole responsibility of monitoring Traffic Partner sales and addressing it directly with Traffic Partners to resolve any dispute or concern. No refunds or credits will be issued by Squaredance to the Brand for this type of dispute, however a Brand may resolve any disputes directly with the Traffic Partner and, if applicable, we may assist with updating any bill/invoices or paid amounts.
15. Managed Services Fees and Payments.
For providing Managed Services through the Platform as set out in the GTOS, Authorized Service Partners shall be compensated on the terms and as agreed upon between the applicable Brand and Authorized Service Partner, which shall be calculated and eligible amounts paid out subject to the below and as follows:
- Managed Services Fees and Payouts. For providing Managed Services to Brands, a Managed Services Payout (defined below) shall be calculated and the eligible amount paid subject to the below and as follows:
- Managed Services Fee. Authorized Service Partner and Managed Brand shall agree on a set fee rate between 5% and 10% (“Performance Fee”) from time to time in the Platform.
- Managed Services Payout is calculated as Performance Fee multiplied by the undisputed and collected gross transaction value (“GTV”) paid to Squaredance by a Managed Brand. For example, on a monthly GTV of $1,000,000 and a Performance Fee rate of 5%, the Managed Services Payout would be calculated as: $1,000,000 X 0.05 = $50,000
- Managed Services Payout shall be calculated and paid to Authorized Service Partners by Platform Payments on a monthly basis and shall be paid within seven (7) business days of a calendar month’s end for the previous month’s eligible GTV (ex. payout for January shall be paid within the first seven (7) business days of February). No payments will be issued for any amounts less than $200.00 US Dollars.
- If a Managed Brand disputes any amount or holds full or partial payment, the Authorized Service Partner will only receive a payout on the portion that the Managed Brand has paid to Squaredance. If Squaredance does not receive payment from the Managed Brand after engaging in best efforts to collect the funds, Squaredance is not obligated to make the payment to the Authorized Service Partner. However, pending Authorized Service Partner payments may be negotiated in good faith on a case-by-case basis as Squaredance may determine. Squaredance does not guarantee payments on behalf of the Brand.
- Managed Brands Platform Fee. The Platform Fee for Managed Brands shall be reduced to 10% on the Brand’s Campaigns being managed by an Authorized Service Partner.
- Authorized Service Partner Retainers. Authorized Service Partners may choose to request payment of a Monthly Retainer, separate and in addition to the applicable Performance Fee. Payment processing of Monthly Retainers, if applicable, shall not be facilitated by or through Platform Payments or the Platform and must be arranged and paid directly off-platform between the Authorized Service Partner and Brand.
- Managed Brands are excluded and ineligible for referral bonuses to the Authorized Service Partner.
- Collection and Remittance by Squaredance. In jurisdictions where Platform Payments facilitate the collection and/or remittance of Taxes on behalf of Partners, Partners instruct and authorize Platform Payments to collect Taxes on their behalf, and/or to remit such Taxes to the relevant Tax authority. Any Taxes that are collected and/or remitted by Platform Payments are identified to Users on their transaction records, as applicable. Platform Payments may seek additional amounts from Users (including by deducting such amounts from future payouts) in the event that the Taxes collected and/or remitted are insufficient to fully discharge that Users’ tax obligations, and you agree that your sole remedy for Taxes collected by Platform Payments is a refund from the applicable Tax authority. You acknowledge and agree that we retain the right, with prior notice to affected Users, to cease the collection and remittance of Taxes in any jurisdiction for any reason.
- Tax Information. In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Platform Payments may issue on your behalf invoices or similar documentation for VAT, GST, or other Taxes for Partner Services to facilitate accurate tax reporting by you, our Brands, and/or their organizations.
Section IV - General Terms and the Legal Stuff
17. Tracking and Reporting
- Tracking. Tracking and reporting on Qualified Transactions, and Brand Billing and Traffic Partner payments related to the same, shall be based on Squaredance’s tracking and attribution system as set out in the GTOS.
- Reporting and Billing. All billing by Squaredance will be based on the gross counts generated by Squaredance’s electronic reporting system, based on the Toronto (Ontario) time zone. All Traffic Partner Payouts are based on a gross Transaction basis. In the case of discrepancy between Squaredance’s reporting and Brand’s reporting, the Parties will resolve the discrepancy in good faith and come to a mutual agreement. In the event of continued disagreement, parties may contract with a third party, acceptable to both parties, to resolve the dispute. On campaigns, in instances where conversion data cannot be supplied in the event that the Brand encounters technical difficulties which cause the Brand’s web site to crash, or, for site performance to decrease, or, for Squaredance’s tracking pixel to stop reporting actions or report less than the actual amount of actions, then Brand agrees to pay Squaredance a default payment based on average conversion performance of the previous twenty-four (24) hours or previous seven (7) day average, whichever is greater. Said figures will be calculated by Squaredance based on actual outgoing traffic tracked by Squaredance. If, after confirmed Qualified Transactions have been invoiced and/or paid to Squaredance by Brand, Squaredance discovers errors in the reported number of Actions which has resulted in an underpayment, Squaredance reserves the right at any time to adjust subsequent Brand invoices by a sum equal to the amount of the underpayment.
- Quebec Sales Tax. With respect to taxes applicable to services provided to Partners or to Brands under the Act respecting Quebec sales tax, unless (i) the consideration paid or payable for the services provided to you, and (ii) the amount of Quebec sales tax payable (if any) in respect of such services, is clearly displayed and presented to you, the Platform Fees are deemed to include any Quebec sales tax payable in respect of such services. A VAT invoice may not be issued with respect to taxes applicable to services provided to Partners or to Brands under the Act respecting Quebec sales tax.
- Agreement Updates. Squaredance may modify or update these Terms at any time by posting a revised version on the Squaredance website with the “Last Updated” date at the top of the Terms. Squaredance may change its fees and billing methods at any time, including but not limited to begin charging for Platform Services or User usage that it is currently providing free of charge, by providing prior notice to you as set forth in the Notices section of the GTOS. Users should look at these Terms regularly. Unless otherwise noted, the updated Terms will be effective immediately, and your continued access or use of the Platform will constitute acceptance of the revised Terms. If a User objects to the updated Terms, User may choose to terminate the Agreement and should immediately cease access or use of the Platform.
- Agreement Amendments. The Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.