Yotpo Publisher Agreement

Updated August 18, 2026

BY DOWNLOADING AND/OR USING THE SERVICES (AS DEFINED BELOW), OR BY SUBSCRIBING OR THROUGH THE YOTPO-APPROVED FORM OR ONLINE SUBSCRIPTION PROCESS (“ORDER FORM”), YOU AGREE TO THE TERMS OF THIS AGREEMENT, WHICH WE MAY UPDATE FROM TIME TO TIME IN OUR SOLE DISCRETION. WE MAY MODIFY OR SUSPEND THIS AGREEMENT AND/OR THE SERVICE AT ANY TIME WITH OR WITHOUT NOTICE TO YOU IN OUR SOLE DISCRETION.

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “CLIENT” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT BE PERMITTED TO USE THE SERVICES. ANY CHANGES TO THESE TERMS ARE EFFECTIVE IMMEDIATELY, AND YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF ANY SUCH UPDATES TO THESE TERMS. YOTPO MAY, BUT IS UNDER NO OBLIGATION, TO PROVIDE YOU EMAIL NOTICE OF CHANGES TO THESE TERMS. 

This Publisher Agreement (“Agreement“) is entered into on the date on which the Services have been accessed or the applicable Order Form has been signed, (“Effective Date“) by and between Yotpo, Inc. or any of its affiliates as specified in the Order Form (“Yotpo,” “we,” or “our“) and the company or other legal entity identified as the Publisher in the Order Form (“Publisher” “you“) (each a “Party” and collectively the “Parties“).

This Agreement governs the Parties’ relationship in connection with the provision of Advertisements by Yotpo to be displayed on the Publisher’s Websites in accordance with the terms of this Agreement.

1. DEFINITIONS

a. “Ad Network” or “Services” means Yotpo’s proprietary publishing and advertising monetization platform, made available to ecommerce brands and online stores for integration on their websites and mobile applications, including throughout checkout, post-purchase, and post-transaction flows.
b. “Advertisement” means an advertisement, Publisher perk, Publisher benefit and/or Publisher offer that contains advertising or promotional content, delivered through the Services.
c. “Ad Unit” means the browser window or other comparable interface element which, when installed, embedded, or included on the Websites, appears on one or more pages of the Websites and via which Users may view Advertisements and/or participate in the applicable offers.
d. “Advertiser” means the business, brand, product, or service that is featured or promoted in a given Advertisement.
e. “Confidential Information” has the meaning given in Section 8 (Confidentiality).
f. “Intellectual Property Rights” means any and all intellectual property rights, whether registrable or not, in any jurisdiction worldwide, including without limitation patents and trademarks (including applications), copyrights (including moral rights), domain names, trade secrets, know-how and Confidential Information.
g. “Net Advertising Revenues” means the gross revenues payable for Qualified Transactions concluded through Advertisements published on the Websites, less deductions made in accordance with Yotpo’s policy (as may be amended from time to time), such deductions to include, among others, Taxes (as defined in Section 3.c), chargebacks, refunds, uncollected amounts and wire/transfer fees.
h. “Qualified Transaction” means, with respect to an Advertisement, the completion by a User of an action for which an advertiser pays, such as, by way of example only, subscribing to a digital service or purchasing a product or service.
i. “Revenue Share” means the percentage of Net Advertising Revenues payable to Publisher, as set forth in the Order Form, or, if no percentage is specified in the Order Form, Yotpo’s then-standard revenue share percentage at the time the applicable Advertisement is published.
j. “User(s)” means a user of the Websites and thus a target of the Advertisements.
k. “Websites” means any websites, online stores, or social/web/mobile/desktop applications owned and/or operated by Publisher, as identified in the Order Form or otherwise added by Publisher in accordance with this Agreement.

2. PURPOSE OF ENGAGEMENT

Yotpo and Publisher have agreed to make the Ad Network available on Publisher’s Website(s), by designing a unified user experience and activation process through which Publisher may enable the Ad Network on each such Website. Publisher shall permit Yotpo to place and serve Advertisements on each Website on which Publisher has enabled the Ad Network. As between Yotpo and Publisher, Yotpo shall have sole control over, and for the sourcing, selection, delivery, and management of such Advertisements. In consideration of Publisher’s facilitation of the foregoing, Yotpo shall share with Publisher the Revenue Share generated from Advertisements displayed on such Websites, all subject to and in accordance with the terms and conditions set forth in this Agreement.

3. PAYMENT TERMS

a. Revenue Share. Yotpo shall pay Publisher the Revenue Share as established in the applicable Order Form.
b. Payment Frequency. Within thirty (30) days following the end of each calendar quarter during which Yotpo actually receives Net Advertising Revenue subject to the Revenue Share, Yotpo shall provide Publisher with a report setting forth (i) the Net Advertising Revenue received by Yotpo during such quarter and (ii) the corresponding Revenue Share payable to Publisher. Following receipt of such report, Publisher shall issue an invoice to Yotpo for the Revenue Share payable for such quarter, and Yotpo shall pay such invoiced amount within thirty (30) days after receipt of the invoice. For the avoidance of doubt, only Net Advertising Revenue actually received by Yotpo during the applicable calendar quarter shall be included in the calculation of the Revenue Share for such quarter.
c. Tax. All payments due to Publisher under this Agreement are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including for example GST, value-added, sales, use or withholding taxes, accessible by any jurisdiction whatsoever (collectively, “Taxes“). Publisher is responsible for paying all Taxes associated with amounts payable to it under this Agreement, and Yotpo shall be entitled to withhold such amounts if required to do so under applicable Law. For clarity, Yotpo is solely responsible for Taxes assessable against it based on its income, property, and employees.

4. USE POLICY

a. Publisher shall be entitled to reject or remove any Advertisement delivered by Yotpo if it believes that such Advertisement is not suitable for its Website(s) or Users,  provided, however, that Publisher’s right shall be limited to (i) the removal of the entire Advertisement from the Websites, or (ii) the submittal of a written request to Yotpo to remove specific Advertisements from specific Website(s), and in any event Publisher shall not add, modify, alter, or delete the content, text, or appearance of any Advertisement without Yotpo’s prior written approval.
b. Publisher shall be responsible for ensuring that each Website on which the Services are activated provides adequate notice of, and, where required under applicable Law, obtains User consent for, the placement of Advertisements and any related use of cookies, pixels, or similar tracking technologies by or on behalf of Yotpo. Without limiting the foregoing, Publisher shall ensure that a privacy policy is posted on –or otherwise governs the use of- each such Website that: (i) complies with all applicable Laws regarding the privacy of Users’ personal information; and (ii) fully and accurately discloses the use of third-party advertising technology, including Yotpo’s, and the collection, use, and disclosure of Users’ personal information in connection therewith. Publisher shall not enable the Ad Network Service on a Website unless the foregoing requirements have been satisfied with respect to such Website.

5. REPRESENTATIONS AND WARRANTIES

a. Each Party represents and warrants to the other Party that: (i) it has the full right, power, and authority to enter into this Agreement; (ii) this Agreement is a valid and binding obligation of such Party; and (iii) it has obtained, and shall maintain throughout the term of this Agreement, all necessary licenses, authorizations, approvals, and consents to enter into and perform its obligations hereunder in compliance with all applicable Laws.
b. Publisher represents, undertakes, and warrants that: (i) it shall comply with all applicable Laws, including, without limitation, privacy and data protection Laws, false advertising Laws, intellectual property Laws, and all Laws applicable to Internet advertising, including the Children’s Online Privacy Protection Act, the CAN-SPAM Act of 2003, the Federal Trade Commission Act, and the Digital Millennium Copyright Act; (ii) it shall not generate Qualified Transactions through automated, deceptive, fraudulent, or other invalid means, including repeated manual clicks or the use of robots or other automated tools, nor authorize, encourage, or allow any third party to do so; and (iii) before enabling activation of the Ad Network Service on any Website, Publisher has obtained all rights, consents, and disclosures required under applicable Data Protection Laws to permit Yotpo to place and serve Advertisements, and to collect, use, and disclose data, on such Website in accordance with Section 4.b and the DPA.

6. WARRANTY AND WARRANTY DISCLAIMERS

a. Limited Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS.” YOTPO DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN SECTION, YOTPO MAKES NO WARRANTY REGARDING THE ADVERTISEMENTS, INCLUDING AS TO QUALITY OR NON-INFRINGEMENT, AND SHALL HAVE NO LIABILITY REGARDING PRODUCTS OR SERVICES SOLD OR PROMOTED THROUGH SUCH ADVERTISEMENTS. YOTPO MAKES NO WARRANTY THAT THE AD NETWORK SERVICE AND ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

7. PROPRIETARY RIGHTS

a. Advertisement. As between the Parties: (i) Yotpo and its licensors (if any) retain all right, title, and interest, including Intellectual Property Rights, in and to any and all components of the Ad Network, including without limitation the, the Advertisements (including any content placed therein), and all modifications, enhancements, improvements, and/or derivatives thereof, and all rights not expressly granted hereunder are reserved to Yotpo and its licensors; and (ii) Publisher and its licensors (if any) retain all right, title, and interest, including Intellectual Property Rights, in and to Publisher Website and Publisher’s Confidential Information, and all modifications, enhancements, improvements, and/or derivatives thereof, and all rights not expressly granted hereunder are reserved to Publisher and its licensors.
b. License Grant. Publisher hereby grants Yotpo a worldwide, non-exclusive, transferable, royalty-free license, during the term of this Agreement, to: (i) access, place, serve, and display Advertisements on Publisher’s Websites in accordance with this Agreement; and (ii) use and reproduce Publisher’s content, data, trademarks, and other materials made available to Yotpo in connection with the Services as necessary to deliver, operate, optimize, develop, maintain, and improve the Services or as described in this Agreement.
c. Usage Data. Yotpo may generate technical logs, data, databases and learnings about Publishers use of the Ad Network (the “Usage Data”) and use such Usage Data to operate, analyze, improve, develop, update, create and support Yotpo’s products and services and for other lawful purposes.

8. CONFIDENTIALITY

a. During the term of this Agreement, either Party (as the “Disclosing Party“) may disclose or make available to the other Party (as the “Receiving Party“) information about its business affairs, products/services, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally, in writing, electronically, or in any other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of a breach of this Section 8 by the Receiving Party; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source not under a confidentiality obligation to the Disclosing Party; (iii) was known by or in the possession of the Receiving Party before being disclosed by the Disclosing Party; (iv) was independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed under applicable Law or a valid order of a court or governmental agency of competent jurisdiction.
b.The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose such Confidential Information to any person or entity, except to those of its employees, officers, directors, independent contractors, or service providers who need to know such information to assist the Receiving Party or act on its behalf, and who are bound by written confidentiality obligations at least as protective as those set forth herein.
c. The provisions of this Section 8 shall survive expiration or termination of this Agreement for a period of three (3) years, except that, to the extent either Party discloses a trade secret as defined under applicable Law, the obligations set forth herein shall survive as to such trade secret for as long as the information remains a trade secret under applicable Law.

9. PRIVACY AND DATA PROTECTION

a. Compliance with Applicable Data Protection Laws. Each Party shall comply with all applicable Data Protection Laws in connection with its performance under this Agreement, including in respect of the collection, use, and disclosure of personal data relating to Users.
b. Data Processing Addendum. The Data Processing Addendum to the Publisher Agreement located at DPA to Yotpo Publisher Agreement and incorporated herein by reference (the “DPA“), shall apply and form part of this Agreement to the extent that data exchanged between the Parties in connection with the Services constitutes personal data subject to applicable Data Protection Laws, including European Data Protection Law or the CCPA.

10. INDEMNIFICATION

a. Indemnification. Each Party (the “Indemnitor“) shall indemnify, defend, and hold harmless the other Party and its respective officers, directors, and employees (each an “Indemnified Party“) from and against any third-party claims, actions, damages, and costs (including reasonable attorneys’ fees) finally awarded by a court or agreed in a settlement, arising out of or relating to: (i) an allegation that (a) where Yotpo is the Indemnitor, the Services or Yotpo technology (excluding Advertisements) infringe the Intellectual Property Rights of a third party, or (b) where Publisher is the Indemnitor, the Websites or any content therein (excluding Advertisements) infringe the Intellectual Property Rights of a third party (the “Infringing Property“); or (ii) a breach of any representation or warranty made by the Indemnitor under this Agreement (each a “Claim“).
b. Procedures. The Indemnified Party shall provide the Indemnitor with prompt written notice of any Claim. The Indemnitor shall have the right to assume and control the defense of the Claim at its own expense, and the Indemnified Party shall provide reasonable assistance in connection therewith. Neither Party shall settle or compromise any Claim for which indemnification is sought without the other Party’s prior written consent, which shall not be unreasonably withheld.

11. LIMITATION OF LIABILITY

a. EXCEPT IN THE CASE OF WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR GOODWILL, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES, REGARDLESS OF THE LEGAL THEORY (WHETHER CONTRACT, TORT, WARRANTY, OR OTHERWISE) AND EVEN IF THE PARTY WAS NOTIFIED OF THE POTENTIAL FOR SUCH LOSSES.
b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL REVENUE SHARE PAID OR OWED TO PUBLISHER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS SHALL NOT APPLY TO INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10.a.
c. The Parties acknowledge that they have entered into this Agreement in reliance upon the liability disclaimers and limitations contained herein, which represent a fundamental basis of the bargain and a fair allocation of risk. Such limitations shall remain in effect notwithstanding any failure of the essential purpose of any limited remedy.

12. TERM, TERMINATION, AND SUSPENSION

a. Term. This Agreement commences on the Effective Date and shall remain in full force and effect until terminated in accordance with this Section 12.
b. Termination. Either Party may terminate this Agreement, at any time and for any reason, upon thirty (30) days’ prior written notice (including by email) to the other Party. Additionally, either Party may terminate this Agreement upon seven (7) days’ prior written notice if the other Party is in material breach of any material obligation under this Agreement and fails to remedy such breach within such notice period (“Termination for Cause”).
c. Effects of Termination. Upon termination of this Agreement for any reason: (i) each Party shall return to the other Party, or destroy, any Confidential Information of the other Party then in its possession; (ii) other than in the event of Termination for Cause by Yotpo, Yotpo shall remain liable for any Revenue Share due to Publisher accrued prior to the effective date of termination, and such payment obligation shall survive termination; and (iii) all provisions which, by their nature, are intended to survive termination shall so survive, including without limitation Sections 7, 8, 9, 10, 11, 12.c, and 13.

13. GOVERNING LAW AND JURISDICTION; NOTICES.

a. Governing Law. This Agreement shall be governed by and be construed according to the laws of the State of Delaware, without regard to the conflict of laws provisions thereto. Each Party hereby irrevocably waives, to the fullest lawful extent, all right to trial by jury in any proceeding relating to this Agreement, the notes or the transactions they contemplate; Notwithstanding the foregoing, either Party will at all times have the right to commence proceedings in any other court of its choice with the appropriate jurisdiction for interim injunctive relief.
b. Notices. All notices are to be sent in writing by email to Yotpo at: legal_notices@yotpo.com, and to Publisher at the address provided in the Order Form. Any such notices shall be deemed to have been given upon delivery.

14. PUBLICITY

Yotpo may use Publisher’s name and/or logo to identify Publisher as a Yotpo Ad Network Publisher, including on Yotpo’s public website and marketing materials. Any such use shall be subject to Yotpo’s compliance with any written guidelines Publisher may deliver to Yotpo regarding such use. Publisher hereby grants Yotpo a non-exclusive, worldwide, royalty-free, fully paid-up right and license to use Publisher’s name, logo, trademarks, and trade names for the purposes set forth above.

15. GENERAL

a. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and if the provision is nonetheless determined to be invalid or unenforceable, it shall be deemed severable from the remainder of this Agreement without affecting the validity or enforceability of the remainder.
b. This Agreement, together with the Order Form and Appendix A (if applicable), constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, including any previous non-disclosure agreements between the Parties.
c. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, not to be unreasonably withheld; provided, however, that such consent shall not be required in connection with a merger, consolidation, reorganization, or the sale of substantially all of a Party’s assets, so long as the successor or assignee agrees in writing to be bound by this Agreement. Any assignment in violation of this Section 16.c shall be void.
d. Except as expressly stated herein, nothing in this Agreement shall be considered as granting any rights to third parties. The failure of either Party to enforce any right granted hereunder, or to take action against the other Party for any breach hereunder, shall not be deemed a waiver by that Party of subsequent enforcement of rights or of subsequent breaches. All waivers must be in writing.
e. Yotpo may use subcontractors and permit them to exercise Yotpo’s rights under this Agreement, but Yotpo remains responsible for their compliance with this Agreement and for its overall performance hereunder.
f. In the event of a conflict or inconsistency between the terms herein and the terms of the Order Form, the terms of the Order Form shall prevail.