Best Buy Terms and Conditions for Publishers

a. We will make available to you, as a Publisher in the Program, a variety of Links and Licensed Materials which, subject to the terms and conditions of this Agreement, you may display as often and in as many areas on your Properties as you desire. The Links and Licensed Materials will serve to identify one or more of your Properties as a member of our Program and will establish a link from your Properties to certain Best Buy Properties.

b. In utilizing the Links and Licensed Materials, you will cooperate fully with us in order to establish and maintain the Links and Licensed Materials. You will not alter Links (or their content) or Licensed Materials in any way unless we provide this option through Impact. You will display in your Properties only those graphic or textual images (indicating a Link) and Licensed Materials that are provided by us, and you will immediately substitute such images with any new images that we provide from time to time throughout the term of this Agreement. Each Link connecting your Properties to the pertinent area of our Properties will in no way alter the look, feel or functionality of our Properties.

c. You will comply with our requirements for removing Links and Licensed Materials on a timely basis. Any Links or Licensed Materials that promote deals or prices with an expiration date or that are time sensitive must be removed from your Properties upon expiration of the promotion or time period. We are not required to pay you any commission for sales made via a Link referencing an expired promotion or other deal. Failure to remove expired Links or Licensed Materials may lead to your termination as a Publisher in our sole discretion.

d. You may promote only those Best Buy Offers that Best Buy has made available to you through Impact or an Insertion Order. You may not promote any other Best Buy offers (e.g., offers in Best Buy emails, other publishers' offers, or those in other partner communications) unless you first obtain written permission from Best Buy.

e. You may not promote Best Buy Offers of any kind on any Social Communities regardless of whether such Social Communities are created by you, by us, or a third party, without first obtaining an Insertion Order or other written permission from Best Buy.

f. You may not act as or present yourself as a reseller of any product sold or otherwise acquired from Best Buy, and you may not publicize Links on third-party or reseller sites unless you have the necessary license, right, or permission to do so from such site and you have also obtained our express written preapproval. If Best Buy suspects any order was made with the intent to resell, we may determine it is not a Qualified Purchase under Section 5.d.

g. You will not post any promotional offers, advertised prices or any other information generated by or relating to Best Buy (regardless of origination of such information) for posting on Publisher Properties prior to the date and/or time identified by Best Buy as the start date/time for the posting of such information, or keep any such information posted on your Properties after the end date and/or time identified by Best Buy.

h. If you donate any portion of your commission to any school, foundation or other charitable organization you may not state or imply that Best Buy endorses such activities or is in any way responsible for the inclusion or donation of funds to any schools, foundations or charities associated with you.

i.  In compliance with the FTC Guidelines, you must clearly and conspicuously identify yourself as a Publisher on all pages and social media forms where a Link occurs. You shall include a clear and conspicuous disclosure within any and all pages, blog/posts, or  where Links for our Program are posted and where a reader or consumer may not understand that the link is a paid advertisement. You understand and agree that any messaging in contravention of the FTC Guidelines may result in your immediate termination and removal from the Program.

In addition, you must include a disclosure that complies with FTC Guidelines where (i) disclosures must be made as close as possible to the claims; (ii) disclosures must be made on each page containing a Link or reference to Best Buy; a single statement on your Properties, or a separate page with your general disclosure statement is not an adequate disclosure; (iii) disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure; and (iv) posts on Social Communities must include appropriate hashtags. FTC Guidelines, including hashtags and disclaimer requirements are subject to change over time and it is your responsibility to review and comply with current guidelines as policies may change over time.

Please review the FTC's "Dot Com Disclosures" Guidelines at:
https://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; the FTC’s “Disclosures for Social Media Influencers: Guidelines at https://www.ftc.gov/tips-advice/business-center/guidance/disclosures-101-social-media-influencers and the FTC's Endorsement Guidelines at https://www.ftc.gov/tips-advice/business-center/advertising-and-marketing/endorsements%2C-influencers%2C-and-reviews

j. Failure to abide by the terms set forth in this Section 2 will be a material breach of this Agreement, which may result in commission payment reductions as set forth in Section 5.e.

a. You are only eligible to earn commissions on Qualifying Purchases occurring during the Term subject to the terms of this Agreement that are: (i) made via the intentional click by a Customer of a Qualifying Link that can be tracked and reported on through the use of Impact's tracking technology and/or methodology during an active Session; (ii) actually shipped by a Best Buy Property to a U.S. shipping address and billed to a U.S. billing address; or in the case of services, if included as an Eligible Product, are performed by Geek Squad in the U.S., and (iii) for which Best Buy has received full payment that is not subject to bad debt or other chargebacks. We will not owe you any commissions for orders that are canceled or returned, and we may deduct and exclude these returns and cancellations from commissions calculations on an ongoing basis, at least monthly.

b. Best Buy may in its sole discretion modify the list of Eligible Products, Product Categories (including associated commission percentage rates), and the number of permitted Return Days at any time. The changes will be effective as of the date they are posted within the Impact Publisher Dashboard.

c. Calculation Method. We do not guarantee a minimum or maximum monthly commission payment amount. We will calculate commission payment(s) based on (i) Monthly Net Sales; multiplied by (ii) the commission percentage rate for each applicable Product Category as set forth in the Impact Publisher Dashboard.

d. All determinations of Qualifying Purchases and whether a commission payment is payable will be made by Best Buy in consultation with Impact and will be final and binding.

e. In the event you fail to abide by the terms set forth in this Agreement governing the use of Best Buy Offers, Links and Licensed Materials (including but not limited to the posting of other Best Buy offers and certain information to the disadvantage of Best Buy on your Properties), we may reduce unpaid commissions otherwise payable under this section as follows:

(i) Best Buy is not required to pay any commissions on sales of any product or service where the sale was completed through an error or anomaly on a Best Buy Property related to any information posted on the website or property associated with the Qualifying Link.

(ii) Commissions otherwise payable to a Publisher for any month will be forfeited where information prohibited by this Agreement is posted to the website or property associated with the Qualifying Link, regardless of whether any Qualifying Purchases occurred, and we may, in our sole discretion, terminate your account immediately.

Approximately sixty (60) days following the end of each calendar month, Impact will pay to you all commission payments owed by us to you in accordance with your Publisher Membership Agreement entered into between you and Impact. In the event Impact makes a payment to you that did not take into account all applicable Deductions or that was otherwise incorrect, we may offset the Deductions against any commission payments we owe you from the next monthly payment schedule. If no future monthly commission payment is due, you will pay to Best Buy any amounts you owe within thirty (30) days of receiving written notification thereof. We, or Impact on our behalf, may provide written notice.

Media Fees will be paid in accordance with the terms in the Insertion Order. If no payment schedule is stated in an Insertion order Media Fees will be paid within 60 days of Best Buy’s receipt of an undisputed invoice for Media Buys made in the previous calendar month.

Customers who buy products or services from a Best Buy Property through the Program will be deemed to be customers of Best Buy. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, privacy, and Best Buy product and service sales will apply to those customers.

We may change our policies and operating procedures at any time. For example, we may determine the prices to be charged for products and services sold through a Best Buy Property under the Program in accordance with our own pricing policies. Prices and availability of products or services on a Best Buy Property may vary from time to time, and we do not guarantee the availability and price of any particular product or service. EXCEPT AS EXPRESSLY AUTHORIZED UNDER THIS AGREEMENT, YOU MAY NOT PLACE INDIVIDUAL PRODUCT OR SERVICE PRICING OR LOGOS, IMAGES, OR DESCRIPTIONS RELATED TO PRODUCTS AND SERVICES ON YOUR PROPERTIES WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION.

a. WE GRANT YOU A NONEXCLUSIVE, NONTRANSFERABLE, REVOCABLE RIGHT DURING THE TERM TO (i) ACCESS ONE OR MORE OF OUR PROPERTIES THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE BEST BUY DEVELOPER CONTENT AND THE APPLICABLE LICENSED MATERIALS, FOR THE SOLE PURPOSE OF LINKING ONE OR MORE OF YOUR PROPERTIES TO ONE OR MORE OF OUR PROPERTIES, WHERE YOUR USERS CAN PURCHASE PRODUCTS OR SERVICES FROM OUR PROPERTIES. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. WE RESERVE ALL OF OUR RIGHTS IN THE LICENSED MATERIALS. YOU ACCEPT THESE RIGHTS AND LICENSES SUBJECT TO THE TERMS AND CONDITIONS IN THIS AGREEMENT.

b. We will instruct Impact to make certain Best Buy Developer Content, including all associated updates, available to you. You will comply with the BBY Open Terms as a condition of using any Best Buy Developer Content. The Best Buy API Terms of Service are incorporated by reference into this Agreement. In case of a conflict between the provisions of this Agreement and the Best Buy API Terms of Service, the Best Buy API Terms of Service will prevail.

c. You acknowledge Best Buy's ownership in its Licensed Materials, agree that you will not do anything inconsistent with Best Buy's ownership and that all of your use of the Licensed Materials will inure to the benefit of and be on behalf of Best Buy, and agree to assist Best Buy in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement. You also agree that you will not attack the title of Best Buy to the Licensed Materials or the validity of the Licensed Materials or this Agreement.

d. You agree that the nature and quality of all your Properties used by you in connection with this Agreement and all related advertising and promotions will conform to high standards of quality and will not impugn the goodwill of Best Buy or the Licensed Materials. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light.

e. You will use the Licensed Materials only in the form and manner and with appropriate legends as provided from time to time by Best Buy, and will not use any other trademark or service mark in combination with the trademark or service mark or name of BEST BUY, including any Best Buy parents, subsidiaries or affiliates.

f. You will not use, register or seek to register any trademark, service mark or domain name that contains any words that may be confusingly similar to any Best Buy Property (for avoidance of doubt, including the properties of any Best Buy parent, subsidiaries, or affiliates), including, but not limited to, the words "BestBuy.com," "Best Buy," "bb.com," "bby.com," "best" and "buy", "geeksquad.com," "gs.com," "support.geeksquad.com," "Geek Squad," "Geek," and "Squad," or any variations or misspelling of them, or is any way confusingly similar to "Best Buy" or "Geek Squad." If you do, you will transfer the registrations, at your expense, to Best Buy, Geek Squad, or Best Buy's parents, subsidiaries or affiliates at the request of Best Buy, Geek Squad, or Best Buy's parents, subsidiaries or affiliates and to cooperate by providing any information, signing any documents, and providing appropriate authorizations necessary to accomplish the transfer.

g. You may use the Licensed Materials only to the extent that you are a Publisher in good standing of the Program. We may revoke your license at any time in our sole discretion, by terminating the relationship between you and Best Buy via the Impact Publisher Dashboard. If we give you such notice, you must immediately discontinue all use of the Licensed Materials.

h. You will ensure you are using the most current and up-to-date version of Licensed Materials at all times. Except as used on your Properties under the terms of this Agreement, you will not otherwise save or store copies of Licensed Materials.

i. You grant to us a nonexclusive license, for the term of this Agreement, to utilize your names, titles, and logos, as the same may be amended from time to time to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we are not required to so advertise, market, promote, or publicize.

a. You are solely responsible for, and we have no liability for, the development, operation, or maintenance of your Properties, or for any materials contained on your Properties.

b. You agree that your Properties will not, in any way, copy or resemble the look and feel of our Site, nor will you create the impression that your Properties are our Properties or are a part of our Properties, nor will you frame any page on a Best Buy Property being viewed by a user of your Properties who links to the Best Buy Property through a Link.

c. You agree that your Properties do not currently contain and will not contain any content, or links to such material, that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, or violent as more fully set forth in Section 1 (Enrollment).

d. You also agree that your Properties will not contain any content from our Properties or any materials that are proprietary to Best Buy, except with our prior written permission, or to the extent that materials are obtained by you strictly in accordance with the provisions of this Agreement. You agree not to purchase or otherwise contract with any third party to exploit any of the Best Buy marks for the purpose of causing your Properties to appear as a search result in any search engine or for any other reason.

e. You agree that your Properties will not use any form of mass email communication ("spam") as a marketing tool for any purpose related to this Agreement and that any other mass email generated by you or your Properties will conform in all respects with all applicable local, state and federal laws, regulations and rules, including the CAN-SPAM Act.

f. You must clearly state an online privacy policy on your Properties that accurately and adequately explains how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including Best Buy and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers.

g. You may not use any downloadable software to initiate tracking in connection with the Program; this includes, but is not limited to, toolbars, add-ons, and plug-ins. You may not redirect links to hide or manipulate their original source. You may not install spyware on another person's computer, cause spyware to be installed on another person's computer, or use a context-based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on a website in a way that interferes with a person's ability to view that website. You may not use software to overtake a referral through a paid search engine advertisement, regardless of whether or not the advertisement was related to another publisher in connection with the Program.

h. You may not scrape data from or spider any Best Buy Property without the prior written approval of Best Buy.

i. When promoting Best Buy via external paid search engines, which may include, but are not limited to, entities such as Google, Yahoo! and MSN, you will comply with the following: (i) you must not give the impression that you are, or represent, Best Buy, through use of phrases such as 'Official Site'; (ii) you must not bid on select trademarks and brand names designated by Best Buy, including but not limited to: "Best Buy™" and "BestBuy.com®"; (iii) you must not outbid Best Buy for top placement on select trademarks and trade names designated by Best Buy, including but not limited to: "Geek Squad," "Pacific Sales," "Magnolia" or "Magnolia Home Theater"; (iv) you must not target the brand names of any entities that are direct competitors of Best Buy, or otherwise engage in marketing practices that are illegal or violate the rights of any third party; and (v) you must ensure that all copy used for search and keyword purposes is appropriate and 100% accurate and does not contain any claims that could be construed to be false or misleading. In addition you agree to add "BestBuy.com," "Best Buy," "bb.com," "bby.com," "best" and "buy," "geeksquad.com," "gs.com," "support.geeksquad.com," "Geek Squad," "Geek," and "Squad," "Pacific Sales," "Magnolia" and "Magnolia Home Theater" as negative matches in your search campaigns and to avoid phrase matching. You agree that, following notice from Best Buy or Impact, you will promptly remove any search listing containing copy and/or creative components that Best Buy, in its sole discretion, deems inappropriate for any reason.

You agree that your Properties, and any other properties operated by you or related to your Properties, will not, and will not permit users to, post on such properties any information relating to a Best Buy Property that may be used by others to take advantage of errors or anomalies discovered on a Best Buy Property (e.g., pricing errors, shopping cart errors, discount calculations, workarounds to the requirements of any Best Buy offer, deals, coupons or promotion) to the disadvantage of Best Buy. In the event any such information is posted to your Properties or related properties, you agree to remove it (or if necessary, cause a third party to remove it) promptly upon becoming aware of such information and take steps to discourage your users from posting such information. In addition, you agree that you have an affirmative duty, as a Publisher of Best Buy, to inform Best Buy at BBY_Affiliate@bestbuy.com promptly upon discovering any errors or anomalies on a Best Buy Property. Failure to abide by these terms may lead to a loss of unpaid commissions from Best Buy to you, or termination, as provided in section 5.e. of this Agreement. Further, failure to honor the start and/or end date/time for posting promotional and pricing material as described in section 2.g. of this Agreement will be considered a failure subject to loss of commission payments or termination as set forth in section 5.e.

j. Promoting Best Buy through a sub-affiliate network is permitted; provided, however, that you (i) must be completely transparent with regards to where traffic from your sub-affiliates originated, and (ii) must ensure that all sub-affiliates promoting the Best Buy program adhere to and comply with the terms and conditions set forth in the Agreement or as otherwise provided to you. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. You shall be fully responsible to the extent that any such sub-affiliate does not adhere to or comply with such terms and conditions. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program. Sub-affiliate networks, content monetization platforms, or third party networks as classified by Best Buy shall not engage in any solicitation, recruitment, or other activities with prospective or current Best Buy affiliates by offering or exhibiting payout rates greater than those stated by Best Buy. 2. You must seek prior written approval from Best Buy before choosing to operate as a sub-affiliate network. Such requests must be made in writing and sent to BBY_Affiliate@bestbuy.com. You must provide to Best Buy list of all sub-affiliates working within your sub-affiliate network within twenty-four (24) hours of any request from Best Buy.

k. You will provide impression tracking of Best Buy Offers to us in a form and at frequencies specified by Best Buy.

a. You may terminate this Agreement at any time, with or without cause, by using the Remove button within the Impact Publisher Dashboard.

b. Best Buy may direct Impact to terminate this Agreement immediately at any time for (i) your breach of this Agreement or of the Publisher Membership Agreement, or (ii) without cause for any reason by using the Remove button within the Impact Publisher Dashboard.

c. Upon termination for purposes of reconciling commission payments owed to you against Deductions and other amounts owed by you to Best Buy, if applicable, Best Buy may withhold commission payments during the Reconciliation Period. We will pay to you any final commission payments following the close of the Reconciliation Period.

You agree that all customer information related to the Best Buy Program belongs to us. You agree to protect as secret all Information, not to disclose Information to any third parties, and not to use Information for any purpose other than the purposes of this Agreement. You agree to protect Information using methods at least as protective as those you use to protect your own information of a confidential nature, but in no event, using less than a standard of reasonable care.

You will not publish or otherwise disclose or permit to be published or disclosed on your Properties or any affiliated properties by users of your Properties or such other properties our (i) weekly insert pricing or promotional offers prior to the time such prices or offers become effective on the applicable Best Buy Property (which, in most cases, is 3:00 a.m. Eastern Standard Time Sundays) or (ii) holiday or special insert pricing or promotional offers, including, without limitation, the insert and promotions for the day after Thanksgiving until 6:00 a.m. Eastern Standard Time on the Friday immediately following Thanksgiving.