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).
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.
14. Traffic Partner Payments
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
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:
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
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:
17. Tracking and Reporting