Publisher Network Agreement

1. What this Agreement covers

1.1. The service. BigReach sources advertisers and sponsors (“Advertisers”) and books paid placements (“Placements”) in the Publisher’s newsletter identified in Schedule 1 (the “Newsletter”). The Publisher provides the advertising inventory; BigReach provides demand, campaign management, tracking, and billing.

1.2. Non-exclusive. This Agreement is non-exclusive. The Publisher remains free to sell advertising directly or through other networks, and BigReach works with other publishers.

2. Placements

2.1. Booking. BigReach will send the Publisher a written placement request (email or agreed messaging channel) stating the Advertiser, creative materials, placement position, and send date. The Publisher may accept or decline any Placement at their discretion. Acceptance may be given by written reply.

2.2. Running the Placement. For each accepted Placement, the Publisher agrees to:

• —include the ad block exactly as supplied by BigReach (copy, image, and tracking links), without alteration, in the agreed position of the agreed send;
• —use only the tracking links supplied by BigReach and not substitute or strip them;
• —send BigReach a preview or screenshot of the placed ad before the send goes out, and confirmation once it has been sent;
• —not place a competing advertiser’s ad immediately adjacent to the Placement in the same send.

2.3. Missed placements

If an accepted Placement is not run as agreed, the Publisher will run it in the next available send at no additional cost, or the Placement fee will be forfeited for that Placement, at BigReach’s reasonable election.

3. Revenue share and payment

3.1. Revenue share. For each Placement, BigReach will pay the Publisher the percentage of Net Revenue set out in Schedule 1 (the “Publisher Share”). “Net Revenue” means the amount actually received by BigReach from the Advertiser for that Placement, less any refunds, chargebacks, payment-processing fees, and applicable taxes.

3.2. When we pay. BigReach will report and pay the Publisher Share monthly, within 30 days of the end of the calendar month in which BigReach receives payment from the Advertiser. If an Advertiser fails to pay BigReach, no Publisher Share is due for that Placement; BigReach will use reasonable efforts to collect.

3.3. How we pay. Payment is made to the account details provided in Schedule 1. The Publisher is responsible for their own taxes on amounts received.

4. Advertiser relationships (non-circumvention)

4.1. During the term of this Agreement and for 12 months after any Placement, the Publisher will not directly or indirectly solicit, accept, or run paid advertising from an Advertiser first introduced to the Publisher by BigReach, other than through BigReach. This does not apply to any advertiser the Publisher can show they had a pre-existing commercial relationship with before the introduction.

5. Publisher warranties

5.1. The Publisher warrants that:

• —all subscriber counts, open rates, and audience statistics provided to BigReach (including in Schedule 1) are genuine, current, and not artificially inflated;
• —the Newsletter’s subscriber list was collected lawfully with appropriate consent (including under UK GDPR / PECR where applicable);
• —they have the right to enter this Agreement and to sell advertising space in the Newsletter;
• —the Newsletter’s own content does not infringe third-party rights and is not unlawful.

5.2. Material changes

The Publisher will notify BigReach promptly of any material change in subscriber numbers or sending frequency (more than 20% in either direction).

6. BigReach responsibilities

6.1. BigReach is responsible for Advertiser sourcing, insertion orders, creative collection, click tracking, invoicing Advertisers, and paying the Publisher Share. BigReach will use reasonable efforts to supply creatives that are lawful, accurate, and appropriate to the Newsletter’s audience, and will not knowingly supply creatives that are misleading or infringe third-party rights.

6.2. The Publisher may decline any creative they consider unsuitable for their audience without penalty.

7. Term and termination

7.1. This Agreement runs from the Effective Date until terminated by either Party on 30 days’ written notice. Either Party may terminate immediately for material breach not remedied within 14 days of written notice.

7.2. Termination does not affect: accrued payment obligations; Placements already accepted (which will be run or settled); or clause 4 (non-circumvention), which survives for its stated period.

8. General

8.1. Confidentiality. Each Party will keep the other’s non-public business information (including rates, Advertiser identities, and performance data) confidential and use it only for the purposes of this Agreement.

8.2. Status. The Publisher is an independent contractor. Nothing in this Agreement creates an employment, agency, or partnership relationship.

8.3. Liability. Neither Party is liable to the other for indirect or consequential loss. Each Party’s total liability under this Agreement is capped at the amounts paid or payable to the Publisher in the 6 months before the claim arose. Nothing limits liability for fraud or anything that cannot be limited by law.

8.4. Entire agreement and changes. This Agreement (including Schedule 1) is the entire agreement between the Parties on its subject matter. Changes must be agreed in writing (email suffices).

8.5. Governing law. This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.