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Master Marketing Agreement
LARGE STACK Publisher Master Marketing Agreement
Version 1.2
Effective Date: The date the Publisher electronically accepts this version of the Agreement through the LargeStack platform. For existing Publishers, this version applies prospectively upon acceptance or effectiveness of an amendment under Section 37; it does not retroactively reduce compensation already earned.
This Publisher Master Marketing Agreement ("Agreement") is entered into as of the Effective Date above by and between:
Point One Networks Inc., a corporation organized under the laws of Canada ("Point One Networks", "LargeStack", "Company", "we", "our", or "us"),
and
Publisher: The legal entity or individual identified in the Publisher's LargeStack account at the time of registration. (the "Publisher")
Point One Networks and Publisher may each be referred to individually as a "Party" and collectively as the "Parties."
Recitals
WHEREAS, Point One Networks owns and operates the LargeStack affiliate platform, which provides qualified publishers with access to proprietary and third-party financial services marketing campaigns;
WHEREAS, Publisher represents that it owns, manages, or controls marketing channels capable of generating consumers interested in financial products and services;
WHEREAS, the Parties desire to establish a non-exclusive business relationship whereby Publisher may promote approved campaigns in exchange for compensation based upon approved Events as defined herein;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows.
1. Definitions
For purposes of this Agreement, the following definitions shall apply.
"Account" - The Publisher account approved by Point One Networks for participation in the LargeStack affiliate program.
"Advertisement" - Any banner, text link, landing page, email creative, SMS creative, logo, image, tracking link, video, social media asset, API endpoint, request form, widget, or other marketing material supplied or approved by Point One Networks.
"Approved Campaign" - Any campaign that has been expressly activated for Publisher within the LargeStack platform.
"Click" - A unique consumer interaction with an approved tracking link resulting in a measurable visit to a Point One Networks owned or approved destination.
"Consumer" - An individual seeking information regarding a financial product or service through an approved campaign.
"Conversion" - Any event designated by Point One Networks as payable, including but not limited to:
- Qualified Lead
- Application
- Click
- Funded Loan
- Revenue Share Event
- Other approved performance event
"Event" - A payable action specified by Point One Networks for a particular campaign. Each campaign may define different payable Events.
"Fraudulent Activity" - Any activity which Point One Networks reasonably determines was generated through deception, automation, manipulation, abuse, or any activity inconsistent with genuine consumer intent. Fraudulent Activity includes, without limitation:
- Bot traffic
- Automated submissions
- Artificial Intelligence generated submissions
- Synthetic identities
- Fake identities
- Identity theft
- Device farms
- VPN traffic
- Proxy traffic
- Residential proxy abuse
- Emulator traffic
- Click farms
- Forced redirects
- Cookie stuffing
- Click injection
- Auto refresh traffic
- Incentivized traffic
- Co-registration traffic
- Duplicate consumers
- Disposable email addresses
- Invalid telephone numbers
- Invalid banking information
- False personal information
- Forged consumer consent
- Malware
- Browser automation
- Traffic laundering
- Trademark infringement
- Any activity intended to manipulate compensation.
This list is illustrative and not exhaustive.
"Invalid Lead" - A Lead that Point One Networks determines, acting reasonably and in good faith, does not satisfy campaign requirements or is otherwise ineligible for compensation. Invalid Leads include, without limitation:
- Duplicate submissions
- Fraudulent submissions
- Incomplete applications
- Test submissions
- Consumers outside campaign criteria
- Leads containing inaccurate information
- Low quality traffic
- Consumer complaints
- Compliance violations
- Any Lead rejected by an advertiser or lender
- Any Lead determined by Point One Networks to be non-payable under this Agreement.
"Lead" - Information submitted by a Consumer expressing interest in a financial product or service.
"Publisher" - The legal entity entering into this Agreement together with any employees, contractors, agents, affiliates, or approved Sub-Publishers acting on its behalf.
"Sub-Publisher" - Any third party utilized by Publisher to generate traffic under this Agreement. No Sub-Publisher may participate without the prior written approval of Point One Networks.
"Tracking Link" - A unique URL, API endpoint, pixel, postback, or tracking mechanism supplied by Point One Networks.
2. Appointment
Subject to the terms of this Agreement, Point One Networks grants Publisher a limited, revocable, non-exclusive, non-transferable right to participate in approved campaigns made available through the LargeStack platform.
Participation in one campaign does not constitute approval for participation in any other campaign.
Point One Networks reserves the right to approve or reject any Publisher application or campaign request at its sole discretion.
Nothing contained in this Agreement shall be construed as creating an exclusive relationship, partnership, joint venture, agency, employment relationship, or fiduciary duty between the Parties. Publisher shall at all times operate as an independent contractor.
3. Campaign Participation
Publisher may promote only those campaigns expressly approved by Point One Networks. Campaign-specific requirements, payout terms, approved traffic sources, creative assets, geographic restrictions, compliance requirements, and technical specifications may be communicated through:
- the LargeStack platform;
- an Insertion Order (IO);
- campaign documentation;
- API documentation;
- email; or
- other written communication from Point One Networks.
In the event of any conflict between this Agreement and a campaign-specific Insertion Order or written campaign terms, the campaign-specific terms shall control solely with respect to that campaign.
Publisher shall not alter, modify, or misrepresent any campaign, advertiser, lender, creative, disclosure, landing page, or offer without the prior written approval of Point One Networks.
4. Publisher Responsibilities
Publisher agrees to:
- market campaigns in a professional, lawful, and ethical manner;
- comply with all campaign requirements;
- maintain accurate account information;
- immediately notify Point One Networks of any material change in ownership or business operations;
- maintain all licenses, registrations, and permissions required to conduct its marketing activities;
- ensure that all traffic originates from approved sources;
- maintain records sufficient to demonstrate compliance with this Agreement;
- promptly respond to compliance inquiries; and
- cooperate with any reasonable investigation relating to traffic quality, consumer complaints, fraud, or regulatory matters.
Publisher shall be responsible for the acts and omissions of its employees, contractors, agents, and approved Sub-Publishers as though such acts were those of Publisher.
4.1 Certification of information. Publisher certifies, represents, and warrants that all information and documents provided by or on its behalf in its application, Account, payment instructions, tax submissions, compliance responses, and other dealings with Point One Networks are true, accurate, complete in all material respects, current, and not misleading by statement or omission. This includes legal identity, business ownership, authority to act, contact details, traffic sources, Sub-Publishers, banking details, wallet control, and consent or compliance records. The individual accepting this Agreement certifies that they are authorized to bind Publisher. Point One Networks relies on these certifications in approving the Account and making payments.
4.2 Updates and verification. Publisher shall promptly correct any error and notify Point One Networks in writing of any material change, and in any event within five (5) business days after becoming aware of it. Publisher shall provide reasonably requested supporting documentation within five (5) business days of request, unless a different reasonable period is stated. Point One Networks may suspend approval, traffic, or payment while reasonably necessary verification remains outstanding. Publisher shall not submit forged, altered, fabricated, or misleading documents or use another person's identity or payment account without lawful authority and prior written approval.
4.3 Remedies for inaccurate information. If Publisher knowingly provides erroneous, false, incomplete, or misleading information in any material respect, Point One Networks reserves the right to terminate the Account and this Agreement immediately upon written notice and withhold payment pending investigation. Upon a reasonable, good-faith determination of the breach, affected unpaid compensation may be denied or reversed, and documented losses may be set off, as provided in Section 4.4. A knowingly or recklessly false certification, material misrepresentation or omission, falsified document, or failure to correct a material inaccuracy after written notice constitutes a material breach. Point One Networks may immediately suspend the Account and, upon written notice, terminate this Agreement for such breach without a cure period for deliberate deception or falsified documents. A non-deliberate, curable inaccuracy shall be subject to a five (5) business day correction period after written notice; suspension and lawful payment holds may continue during that period.
4.4 Payment consequences. Subject to applicable law and Sections 20, 22, and 25, Point One Networks may reject, cancel, or reverse unpaid compensation attributable to Events affected by the breach, including Events whose validity, lawful origin, or entitlement cannot reasonably be verified because of the material falsehood or missing records. Point One Networks may set off reasonably documented direct losses, third-party chargebacks, and recoverable costs caused by the breach against amounts otherwise payable, without double recovery, and shall provide written reasons and a reasonable accounting. All unpaid compensation may be denied only where all underlying Events are affected or independently ineligible for payment under this Agreement. An immaterial clerical error alone does not forfeit otherwise valid compensation. Remaining undisputed, lawfully payable compensation remains subject to the applicable payment terms. These remedies survive termination.
5. Traffic Sources
Publisher shall accurately disclose all traffic sources used in connection with any Campaign and shall obtain prior written approval from Point One Networks before generating traffic.
Approved traffic sources may include, subject to written approval:
- Search Engine Marketing (SEM/PPC)
- Search Engine Optimization (SEO)
- Native Advertising
- Display Advertising
- Social Media Advertising
- Email Marketing
- SMS Marketing
- Mobile Applications
- Content Websites
- Comparison Websites
- Influencer Marketing
- Push Notifications
- Owned Media
- Other traffic sources approved in writing by Point One Networks.
Publisher shall not introduce any new traffic source without obtaining prior written approval. Approval of one traffic source does not constitute approval of another traffic source. Point One Networks reserves the right to approve, deny, suspend, or revoke approval of any traffic source at any time.
6. Prohibited Traffic Sources
Unless expressly approved in writing, Publisher shall not generate traffic through any of the following:
- Incentivized traffic
- Co-registration traffic
- Paid-to-click programs
- Traffic exchanges
- Auto-surf programs
- Pop-under advertising
- Forced redirects
- Hidden redirects
- Browser extensions
- Toolbars
- Adware
- Spyware
- Malware
- Click farms
- Device farms
- Automated browsing
- Residential proxy networks
- VPN manipulation
- Emulator traffic
- Purchased consumer data
- Pre-populated application forms
- Artificial Intelligence generated consumer submissions
- Synthetic identity generation
- Cookie stuffing
- Click injection
- Domain spoofing
- URL masking intended to deceive consumers
- Any traffic source prohibited by Point One Networks or the applicable advertiser.
7. Compliance With Applicable Laws
Publisher shall comply with all applicable federal, provincial, state, territorial, and local laws, regulations, rules, and industry standards applicable to its marketing activities.
Without limitation, Publisher shall comply with all laws governing:
- Advertising
- Consumer protection
- Electronic communications
- Privacy
- Data security
- Financial services marketing
- Consumer consent
- Telemarketing
- Email marketing
- SMS marketing
- Intellectual property
- Lending advertisements
Compliance with this Agreement shall not relieve Publisher of its independent legal obligations. Publisher shall remain solely responsible for obtaining any legal advice necessary regarding its marketing practices.
8. Consumer Consent
Publisher represents and warrants that every Lead submitted to Point One Networks has been generated from a genuine consumer who has knowingly and voluntarily submitted their information.
Publisher shall ensure that every consumer:
- knowingly submits their own information;
- provides any legally required consent before submitting personal information;
- is clearly informed of the purpose of the submission;
- understands their information may be shared with lenders and financial partners;
- is presented with any legally required disclosures; and
- is provided access to an applicable privacy policy.
Publisher shall maintain records sufficient to demonstrate consumer consent for a minimum of five (5) years following submission of any Lead and shall provide such records within five (5) business days upon request by Point One Networks.
Failure to provide adequate proof of consent may result in the Lead being deemed invalid.
9. Telephone, SMS and Email Compliance
Where Publisher engages in telephone, SMS, or email marketing, Publisher shall comply with all applicable laws including, where applicable:
- Telephone Consumer Protection Act (TCPA)
- CAN-SPAM Act
- Canada's Anti-Spam Legislation (CASL)
- Federal Trade Commission requirements
- Applicable Do Not Call regulations
- Applicable state privacy laws
- Any successor legislation.
Publisher shall obtain all legally required express written consent before initiating SMS or telephone communications where required by law. Publisher shall maintain records evidencing such consent. Point One Networks reserves the right to request copies of such records at any time.
10. Privacy and Data Security
Publisher shall maintain and prominently display a privacy policy that accurately describes the collection, use, disclosure, storage, and sharing of consumer information.
Publisher shall implement commercially reasonable administrative, physical, and technical safeguards designed to protect all personal information collected in connection with this Agreement.
Publisher shall promptly notify Point One Networks of any actual or suspected data breach affecting information relating to any Campaign and, in no event, later than twenty-four (24) hours after discovery.
Publisher shall cooperate fully in investigating and mitigating any security incident.
11. Artificial Intelligence and Automated Traffic
Publisher shall not use artificial intelligence, machine learning systems, browser automation, bots, robotic process automation, synthetic identities, automated form completion, automated browsing, or similar technologies to generate Clicks, Leads, Applications, or other payable Events unless expressly approved in writing by Point One Networks.
Without limiting the foregoing, prohibited activity includes:
- AI generated consumers;
- AI generated applications;
- automated lead submission;
- scripted browser sessions;
- automated clicking;
- CAPTCHA circumvention;
- synthetic identities;
- fake biometric verification;
- automated account creation;
- device emulation;
- traffic generated by autonomous software agents.
Any Leads generated through such means shall be deemed Invalid Leads.
12. Advertising Standards
Publisher shall not:
- make misleading claims;
- misrepresent any lender;
- guarantee loan approval;
- guarantee funding;
- state that credit approval is guaranteed;
- use deceptive countdown timers;
- fabricate reviews;
- use fake testimonials;
- impersonate Point One Networks;
- impersonate any lender;
- create websites likely to confuse consumers regarding ownership of a campaign.
All advertisements shall accurately represent the applicable offer.
13. Trademarks and Brand Usage
Publisher shall not, without prior written approval:
- bid on Point One Networks trademarks;
- bid on LargeStack trademarks;
- register confusingly similar domain names;
- register social media accounts incorporating Company trademarks;
- modify Company logos;
- modify creative assets;
- alter required disclosures;
- use Point One Networks branding in a manner likely to create consumer confusion.
Any goodwill arising from authorized use of Company trademarks shall inure solely to the benefit of Point One Networks.
14. Monitoring and Compliance Reviews
Point One Networks may, at any time and without prior notice:
- review Publisher websites;
- review landing pages;
- review advertisements;
- review keywords;
- review email creatives;
- review SMS campaigns;
- conduct test submissions;
- monitor traffic quality;
- request compliance documentation;
- suspend campaigns pending review.
Publisher agrees to cooperate fully with any compliance review. Failure to cooperate may result in immediate suspension or termination.
15. Compensation
Publisher shall be eligible to receive compensation only for Events that are:
- Successfully tracked by Point One Networks;
- Accepted by Point One Networks;
- Generated in compliance with this Agreement;
- Generated through approved traffic sources; and
- Not subsequently determined to be Invalid Leads or Fraudulent Activity.
Compensation rates shall be established by Point One Networks and may be communicated through the LargeStack platform, an Insertion Order ("IO"), email, API documentation, or other written communication.
Point One Networks reserves the right to modify compensation rates at any time upon reasonable notice. Changes shall apply prospectively and shall not affect previously approved payable Events.
No compensation shall be earned until an Event has been accepted and approved by Point One Networks.
16. Payment Terms
Unless otherwise agreed in writing, all Publishers shall begin on Monthly Net 30 payment terms.
Payments shall be calculated based solely on Approved Events occurring during the applicable calendar month.
Payments shall generally be issued on or before the thirtieth (30th) day following the end of the applicable calendar month.
Point One Networks reserves the right to delay payment where:
- Fraud investigations remain pending;
- Compliance reviews are ongoing;
- Required tax documentation has not been received;
- Payment information is incomplete;
- Technical issues require reconciliation; or
- A material dispute exists regarding Publisher traffic.
Publisher shall be solely responsible for providing accurate payment information. Point One Networks shall not be responsible for payment delays resulting from inaccurate banking or payment information.
17. Payment Methods, Minimums, and Digital Assets
17.1 Wire payments. Unless otherwise agreed in writing, the minimum approved unpaid balance for a wire payment is USD $1,000. A USD $35 processing fee applies to each wire payment and is deducted from the amount remitted. The minimum is measured before deducting the fee; a USD $1,000 payment therefore results in USD $965 remitted before any charges imposed by intermediary or receiving banks. Publisher is responsible for those third-party bank charges.
17.2 Cryptocurrency payments. The minimum approved unpaid balance for a cryptocurrency payment is USD $250. Point One Networks charges no processing fee for cryptocurrency payments and bears the outbound blockchain transaction fee. Any fee charged by Publisher's wallet provider or subsequent transfer is Publisher's responsibility.
17.3 Supported assets. Cryptocurrency payments may be made only in one of the following assets, on a blockchain network expressly confirmed by Point One Networks before transfer:
- Ethena USDe (USDE)
- Ripple USD (RLUSD)
- EURC (EURC)
- Schumans EUROP (EUROP)
- EURQ (EURQ)
- Stablr EUR (EURR)
- Global Dollar (USDG)
- Stablr USD (USDR)
- QCAD (QCAD)
- Tokenised GBP (TGBP)
- Real Digital (BRL1)
- USD Coin (USDC)
A ticker alone does not identify an approved network or token contract. Point One Networks must confirm the exact asset, network, and, where applicable, token contract. Availability is subject to lawful transfer capability and technical support. If an asset or network is unavailable, the Parties shall arrange another supported asset or wire payment; the balance is not forfeited solely because of that unavailability.
17.4 Self-custody requirement. The receiving wallet must be a self-custody wallet controlled by Publisher, meaning Publisher controls the private keys or signing authority required to authorize transfers without a custodial exchange or other custodian acting on its behalf. Custodial exchange deposit addresses and third-party recipient wallets are not permitted without an express written amendment. Publisher warrants that it lawfully controls the wallet, that it can receive and access the exact approved asset on the approved network, and that no applicable legal restriction prohibits the transfer. Point One Networks may require reasonable proof of wallet control, but will never require disclosure of a private key or recovery phrase.
17.5 Instructions and transfer risk. Publisher shall provide and verify complete, accurate payment instructions and authenticate any change through the Company's verification process before payment. A transfer to the wallet address, asset, and network expressly confirmed by Publisher satisfies the corresponding payment obligation upon blockchain confirmation. To the extent caused by Publisher's incorrect instructions, unsupported wallet, compromised keys, or loss of wallet access, Publisher bears the resulting loss and recovery expense, and no duplicate payment is owed. Point One Networks remains responsible for its own failure to follow confirmed instructions, subject to this Agreement and applicable law. Blockchain transfers may be irreversible; recovery is not guaranteed.
17.6 Conversion and valuation. Balances, minimums, and fees are denominated in USD. For digital assets, including assets denominated in currencies other than USD, the quantity payable shall be calculated using a commercially reasonable market conversion quote disclosed to and accepted by Publisher before transfer. No asset is guaranteed to maintain a peg, redemption value, or USD value. Publisher bears exchange-rate and asset-value movements after the accepted quote, except to the extent caused by the Company's failure to execute on the agreed terms. No undisclosed conversion fee or markup may be deducted.
17.7 Carryforward and final balances. Balances below the applicable minimum roll forward without an additional fee. Point One Networks may waive a minimum in writing. On termination, any remaining undisputed, lawfully payable balance shall be paid after applicable reviews and lawful deductions, even if below the minimum, using an agreed permitted payment method and the applicable disclosed fee. If the wire fee would exhaust the balance, the Parties shall arrange another permitted method or a fee waiver. No balance is forfeited solely for failing to meet a minimum. Payment remains subject to identity verification, tax documentation, and applicable law.
17.8 Matching payment details and written change requests. The legal name of the bank account beneficiary must match the verified legal name of Publisher on the LargeStack Account. A cryptocurrency receiving wallet must be controlled by that same Publisher and satisfy Section 17.4. A trading name is insufficient unless its connection to the verified legal entity is documented and approved in writing. Payments to employees, agents, affiliates, nominees, or other third parties are prohibited unless expressly approved in writing after verification. Publisher shall submit any request to change its legal identity, ownership, bank beneficiary, bank details, wallet address, or other payment information in writing to [email protected] from its registered email address before the change is used. A change request does not become effective until verified and confirmed in writing by Point One Networks. The Company may request supporting documents and independent confirmation and may suspend payments reasonably affected by a mismatch or pending change. An Account edit alone does not constitute an approved payment change. Changes to the contracting legal entity also remain subject to Section 37.
17.9 Right to suspend cryptocurrency payments. Point One Networks reserves the right, acting reasonably and in good faith, to suspend, discontinue, or decline cryptocurrency payments generally or for an individual Publisher and to require payment exclusively by bank wire, including for verification, fraud prevention, legal compliance, security, technical, banking, or operational reasons. Cryptocurrency is an optional payment method and is not a guaranteed entitlement. The Company shall notify Publisher in writing before applying a method change to a payment, with reasonable advance notice where practicable; immediate suspension is permitted where reasonably necessary. Publisher shall provide verified bank details satisfying Section 17.8. The wire minimum of USD $1,000 and USD $35 fee then apply to future earnings unless otherwise agreed in writing. For approved unpaid balances accrued before notice of a Company-required switch from cryptocurrency to wire, the Company shall waive the wire minimum and processing fee for settlement of that accrued balance so the method change does not reduce or indefinitely defer payment already due. Payment may be held while necessary bank verification remains incomplete, but a method change alone does not forfeit valid compensation. Final balances remain subject to Section 17.7.
18. Tracking and Reporting
Point One Networks shall utilize commercially reasonable methods to track Clicks, Leads, Applications, and other payable Events.
Publisher acknowledges that tracking systems may experience outages, delays, maintenance, browser limitations, privacy restrictions, or other technical issues beyond the control of Point One Networks.
Publisher agrees that the reporting maintained by Point One Networks shall be presumed accurate absent clear and convincing evidence of a material clerical or technical error.
Publisher shall notify Point One Networks in writing of any claimed reporting discrepancy within ten (10) business days after the applicable report becomes available.
Failure to timely dispute reported statistics shall constitute acceptance of such reporting.
19. Invalid Leads
Publisher acknowledges that not every submitted Lead qualifies for compensation.
Point One Networks may determine, acting reasonably and in good faith, that a Lead constitutes an Invalid Lead. Invalid Leads may include, without limitation:
- Duplicate Leads;
- Fraudulent submissions;
- Incomplete applications;
- Consumers outside campaign criteria;
- Test submissions;
- Invalid contact information;
- Disposable email addresses;
- Invalid telephone numbers;
- Synthetic identities;
- Artificial Intelligence generated submissions;
- Traffic violating campaign requirements;
- Leads rejected by advertisers or lending partners;
- Leads lacking legally required consumer consent;
- Leads generated through prohibited marketing methods; or
- Any Lead otherwise determined by Point One Networks to be non-payable under this Agreement.
Invalid Leads shall not qualify for payment.
20. Fraud Review Period
Point One Networks shall have until the twentieth (20th) calendar day following the close of each calendar month to conduct traffic quality reviews and fraud investigations relating to Publisher traffic generated during such month.
During this review period, Point One Networks may:
- Review traffic quality;
- Validate consumer information;
- Confirm advertiser acceptance;
- Conduct fraud analysis;
- Review compliance documentation;
- Verify consumer consent;
- Investigate suspicious activity.
Following completion of such review, Point One Networks may designate Leads as Invalid Leads or Fraudulent Activity in accordance with this Agreement. Leads so designated shall not be eligible for compensation.
21. Fraudulent Activity
Publisher acknowledges that Point One Networks maintains sophisticated fraud detection systems designed to protect consumers, advertisers, lenders, and the integrity of the LargeStack platform.
If Point One Networks reasonably determines that Publisher has engaged in Fraudulent Activity or materially violated this Agreement, Point One Networks may, without limitation:
- Reject affected Leads;
- Reverse unpaid commissions;
- Withhold pending payments;
- Suspend one or more Campaigns;
- Suspend Publisher's Account;
- Terminate this Agreement immediately;
- Notify affected advertisers or lenders;
- Report suspected unlawful activity to governmental authorities; and
- Pursue any additional legal or equitable remedies available.
Nothing contained herein shall limit Point One Networks' rights under applicable law.
22. Chargebacks and Reversals
Point One Networks may reverse previously credited but unpaid compensation where:
- An Event is subsequently determined to be an Invalid Lead;
- Fraudulent Activity is discovered;
- Consumer information is determined to be materially inaccurate;
- An advertiser or lender reverses payment due to fraud or material non-compliance;
- Technical errors resulted in duplicate payment; or
- Publisher materially violated this Agreement.
Point One Networks shall provide commercially reasonable information identifying the affected transactions where practicable.
23. Taxes
Publisher shall be solely responsible for all taxes arising from payments received under this Agreement.
Publisher shall timely provide all tax documentation reasonably requested by Point One Networks, including but not limited to IRS Forms W-8, W-9, or any equivalent documentation required under applicable law.
Failure to provide required tax documentation may result in payment delays or withholding as required by law.
24. No Guarantee of Volume
Nothing contained in this Agreement shall obligate Point One Networks to:
- Activate any Campaign;
- Maintain any Campaign;
- Provide any minimum amount of traffic;
- Provide any minimum revenue opportunity;
- Continue offering any Campaign;
- Accept any Lead.
Campaign availability may change at any time.
25. Right to Withhold Payment
Notwithstanding any other provision of this Agreement, Point One Networks may temporarily withhold any payment where it reasonably believes:
- Fraudulent Activity has occurred;
- Consumer complaints require investigation;
- Compliance issues remain unresolved;
- Advertiser validation remains pending;
- Required documentation has not been provided; or
- Payment would expose Point One Networks to legal, regulatory, or financial risk.
Payment holds must be reasonably related to the issue under review and maintained only for a reasonable period or as required by law. Point One Networks shall notify Publisher of the basis for a hold and any reasonably required corrective information, except where disclosure is legally prohibited or would compromise a fraud investigation. Reviews shall be conducted diligently. Any undisputed portion not reasonably implicated in the issue shall be paid under the applicable payment terms. Following resolution, amounts not lawfully rejected, reversed, set off, or withheld shall be released. Remedies for inaccurate Publisher information are governed by Section 4. The ordinary fraud review deadline in Section 20 is not extended by these provisions; later-discovered deliberate fraud or falsified Publisher identity or verification documents may be investigated after that deadline to the extent permitted by law.
26. Intellectual Property
All trademarks, service marks, trade names, logos, domain names, copyrighted materials, software, creative assets, landing pages, APIs, tracking technology, reports, documentation, and other intellectual property made available by Point One Networks shall remain the exclusive property of Point One Networks or its licensors.
Nothing contained in this Agreement shall transfer any ownership interest to Publisher.
Publisher is granted a limited, non-exclusive, revocable, non-transferable license to use approved marketing materials solely for the purpose of promoting approved Campaigns during the term of this Agreement.
Publisher shall not:
- Modify Company creative without approval;
- Remove required disclosures;
- Reverse engineer Company software or tracking systems;
- Register trademarks similar to Point One Networks or LargeStack;
- Register confusingly similar domain names;
- Use Company trademarks in a misleading manner.
All goodwill resulting from Publisher's authorized use of Company trademarks shall inure solely to the benefit of Point One Networks.
27. Ownership of Leads and Data
All consumer information, lead data, application data, campaign analytics, tracking information, reporting data, and derivative works received or generated through the LargeStack platform shall become and remain the exclusive property of Point One Networks upon receipt.
Publisher acquires no ownership interest in any consumer submitted through a Campaign.
Nothing contained herein shall prohibit Point One Networks from marketing, remarketing, analyzing, transferring, or otherwise using such data consistent with applicable privacy laws and its published Privacy Policy.
28. Confidential Information
Each Party acknowledges that during the course of this Agreement it may receive Confidential Information belonging to the other Party.
Confidential Information includes, without limitation:
- payout information;
- campaign performance;
- lender relationships;
- pricing;
- technology;
- APIs;
- tracking methodologies;
- fraud detection methods;
- business strategies;
- financial information;
- customer information;
- unpublished marketing materials.
Each Party agrees to:
- Maintain Confidential Information in strict confidence;
- Use such information solely for purposes of this Agreement;
- Not disclose Confidential Information except as required by law or with prior written consent.
These obligations shall survive termination of this Agreement for five (5) years.
29. Representations and Warranties
Publisher represents and warrants that:
- All Publisher information and documents satisfy the certifications in Section 4;
- It has full authority to enter this Agreement;
- It will comply with all applicable laws;
- All traffic submitted is genuine;
- It possesses all necessary rights to distribute advertisements;
- It will obtain all required consumer consents;
- It will not knowingly submit fraudulent traffic;
- It will not infringe upon any third-party intellectual property;
- It will promptly notify Point One Networks of any governmental investigation relating to its marketing activities.
Point One Networks represents that it has authority to enter into this Agreement and will operate the LargeStack platform in a commercially reasonable manner.
30. Indemnification
Publisher shall defend, indemnify, and hold harmless Point One Networks, its affiliates, officers, directors, employees, shareholders, contractors, successors, and assigns from and against any and all claims, liabilities, damages, losses, penalties, judgments, costs, expenses, and reasonable attorneys' fees arising from:
- Publisher's breach of this Agreement;
- Fraudulent Activity;
- Consumer complaints;
- Privacy violations;
- Intellectual property infringement;
- Regulatory investigations;
- Violations of applicable law;
- Acts or omissions of Publisher's employees, contractors, or Sub-Publishers.
31. Limitation of Liability
To the maximum extent permitted by law, neither Party shall be liable for any indirect, incidental, consequential, punitive, special, or exemplary damages, including lost profits, lost business opportunities, loss of goodwill, or loss of anticipated revenue, arising out of this Agreement.
Point One Networks' aggregate liability under this Agreement shall not exceed the total compensation paid to Publisher during the six (6) months immediately preceding the event giving rise to the claim.
Nothing contained herein shall limit liability arising from fraud, gross negligence, willful misconduct, or indemnification obligations.
32. Suspension
Point One Networks may immediately suspend Publisher's Account, any Campaign, or all Campaigns if it reasonably believes:
- Fraudulent Activity has occurred;
- Publisher has materially breached this Agreement;
- Regulatory concerns exist;
- Consumer harm may occur;
- Advertiser relationships may be jeopardized;
- Continued operation may expose Point One Networks to legal or financial risk.
During suspension, Point One Networks may withhold unpaid compensation pending completion of its investigation.
33. Termination
Either Party may terminate this Agreement upon thirty (30) days' written notice.
Point One Networks may terminate this Agreement immediately upon written notice if Publisher:
- Commits Fraudulent Activity;
- Makes a material false certification or provides false or misleading information as specified in Section 4, subject to any correction period expressly provided there;
- Violates applicable law;
- Materially breaches this Agreement;
- Fails to cure a material breach within ten (10) days following notice;
- Becomes insolvent;
- Files bankruptcy;
- Assigns this Agreement without authorization.
Termination shall automatically terminate Publisher's right to promote all Campaigns. Termination shall not affect rights accrued prior to termination, subject to lawful payment holds, reversals, and setoffs under Sections 4, 20, 22, and 25 and final settlement under Section 17.7.
34. Non-Circumvention
Publisher shall not knowingly use information obtained through Point One Networks to intentionally circumvent Point One Networks by directly contracting with advertisers, lenders, or strategic partners first introduced by Point One Networks during the term of this Agreement and for twelve (12) months thereafter, without Point One Networks' prior written consent.
Nothing in this Section restricts Publisher from conducting business with parties with whom Publisher had a demonstrable pre-existing commercial relationship before introduction by Point One Networks.
35. Records and Audit
Publisher shall maintain accurate books and records relating to Campaign performance for a period of at least three (3) years.
Upon reasonable notice, Point One Networks may request documentation reasonably necessary to verify compliance with this Agreement.
Failure to maintain or produce such documentation may result in suspension, reversal of unpaid commissions, or termination.
36. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province in which Point One Networks Inc. is incorporated, together with the applicable federal laws of Canada, without regard to conflict of laws principles.
The Parties agree to first attempt to resolve disputes through good-faith negotiations. If unresolved, the Parties agree to confidential mediation, followed by binding arbitration in the Province of incorporation of Point One Networks, unless otherwise agreed in writing.
37. General Provisions
This Agreement constitutes the entire agreement between the Parties.
Any amendment must be in writing or published through the LargeStack platform with reasonable advance notice.
Failure to enforce any provision shall not constitute a waiver.
If any provision is held unenforceable, the remaining provisions shall remain in effect.
Publisher may not assign this Agreement without prior written consent.
Point One Networks may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets.
Electronic signatures and electronic acceptance through the LargeStack platform shall be deemed original signatures and shall be legally binding to the fullest extent permitted by applicable law.
Schedule A - Prohibited Marketing Practices
Without prior written approval, Publishers shall not engage in:
- Trademark bidding on Point One Networks, LargeStack, or advertiser brands.
- Domain typosquatting or impersonation.
- Incentivized traffic.
- Co-registration traffic.
- Toolbar traffic.
- Browser extensions.
- Click farms.
- Bot traffic.
- AI-generated consumer submissions.
- Auto-refresh traffic.
- Cookie stuffing.
- Forced redirects.
- Hidden redirects.
- False scarcity or countdown timers.
- Misleading claims regarding loan approval or funding.
- Fake testimonials or fabricated reviews.
- Marketing that targets minors.
- Marketing that violates advertiser-specific requirements.
Schedule B - Publisher Compliance Checklist
Prior to launching traffic, each Publisher shall confirm that it has:
- Read and accepted this Agreement.
- Disclosed all traffic sources.
- Received approval for each traffic source.
- Implemented required privacy disclosures.
- Obtained all legally required consumer consents.
- Verified compliance with applicable advertising laws.
- Configured approved tracking links.
- Reviewed campaign-specific restrictions.
- Submitted all required tax documentation.
- Provided accurate payment information.
- Certified the accuracy and completeness of its information under Section 4.
- For cryptocurrency payments, confirmed a supported asset and network and a self-custody wallet controlled by Publisher.
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