Total Wine & More is America's Wine Superstore® — the country‘s largest independent retailer of fine wine. We started in 1991 when brothers David and Robert Trone opened a small store in Delaware. Today, we operate 214 superstores across 26 states and continue to grow. Terms and Conditions We do not allow trademark bidding. We do not allow paid search direct linking. We allow certain downloadable software partners to join our program. We allow email marketing. All partners must be Can-SPAM compliant and must contact us prior to running these for suppression lists. Any partner that doesn't reach out first is considered to be in violation of our terms and conditions. Coupon/Offer Code Policy - Affiliates may only promote codes that are provided through the Pepperjam affiliate program. Please note that sales containing a code that is not provided directly by us or is not listed within Pepperjam may be subject to commission reversals and may result in your removal from the program.  PUBLISHER AGREEMENT This agreement (the “Agreement”) is entered into on this [__] day of [__________], 20[__], by and between Retail Services & Systems, Inc. d/b/a Total Wine & More (the “Total Wine”) and [_________________] (the “Publisher”). Recitals WHEREAS, Publisher is recognized and widely known online for [his/her] an influencer in social media and/or other online applications and websites; and WHEREAS, Total Wine owns the brand name “Total Wine & More” and associated brands, and performs marketing services on behalf of Total Wine-affiliated businesses and businesses otherwise operating under the Total Wine & More brand, which businesses sell wine, beer, spirits and other merchandise, depending on controlling state law (altogether, the “Brand” for purposes of this Agreement); and NOW, THEREFORE, for good and valuable consideration, the receipt of sufficiency of which is hereby acknowledged, the parties agree as follows: 1.    Services: Publisher agrees to perform the Services as more specifically set forth in Exhibit “A” attached hereto and incorporated herein by this reference. Publisher agrees to render any and all such Services to the best of [his/her] ability, in a professional manner, and pursuant to the specifications set forth in Exhibit “A” and other reasonable instructions of Total Wine which may be communicated to Publisher from time to time. The following shall apply with respect to: (a)           Creative Control: Publisher shall have creative control over [his/her] rendition of the Services and creation of the Deliverables. Notwithstanding the foregoing, the following shall apply:                                           i.    Publisher shall follow any and all specific rules and directions set forth by Total Wine, including as set forth in Exhibit A, in connection with all material aspects of the Services, including without limitation, timing, tone, subject matter, delivery dates, location, specifications and functionality, third party involvement (if any), materials or information which require incorporation in the Deliverables (i.e., photographs, disclaimers, etc.), length, and incorporation of specifically required information.                                          ii.    Total Wine shall have good faith approval rights with respect to the Services rendered and the Deliverables created hereunder. To the extent that Total Wine reasonably believes that Publisher’s Services do not to meet Total Wine’s expectations as contemplated for by this Agreement, Total Wine agrees to provide Publisher with a detailed description of such non-conformity so that Publisher can make the necessary changes to ensure material compliance with Total Wine’s specifications.                                         iii.    Upon demand of Total Wine, Publisher shall immediately de-publish any Deliverables.   2.    Compensation: Affiliates will receive a commission from orders placed through coded Affiliate links. Commission amount varies based on the amount of the sale, up to a maximum amount per order. Total Wine will publish current commission rates and may change them in its sole discretion from time to time and at any time.  For a sale to generate a commission for an Affiliate, the customer must complete the order and remit full payment for the product ordered through Total Wine’s secure online order system. Word of mouth referrals will not result in an affiliate commission being generated. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate links. Properly coded links are the sole responsibility of the affiliate.   3.    Payment:  Total Wine uses a third party to handle all of the tracking and payment. The third party is the Pepperjam affiliate network. Please review the network’s payment terms and conditions.   4.    Term and Termination: The term of this Agreement (the “Term”) shall commence as of the date first set forth above and continue until the Services have been fully rendered and the Deliverables have been delivered to Total Wine unless terminated by either party for any or no reason sooner as provided for herein.  For avoidance of doubt, Total Wine may terminate this agreement at any time. Termination will be effective immediately. 5.    Confidentiality: Each party agrees to keep confidential any and all proprietary information relating to the other party’s business, including without limitation, information about contracts, fees, costs, profits, markets, product costing, sales, existing and potential customers, supplies, plans for future development, promotional methods, and any and all other information of a similar nature not generally made available to the public (individually and collectively, “Confidential Information”). The term Confidential Information shall include the terms of this Agreement. Each party may use the Confidential Information of the other party exclusively for the purposes of satisfying its obligations hereunder. Each party shall use all commercially practicable efforts to safeguard the secrecy and confidentiality of the Confidential Information, and shall not disclose any of the Confidential Information to any third party (other than as required to fulfill its obligations hereunder), during the Term or thereafter, except: (i) information which was known by the recipient prior to the effective date of this Agreement without any obligation of confidentiality; (ii) information which is publicly available or which becomes publicly available through no fault of the recipient; (iii) information which is lawfully acquired from a third party without restriction on disclosure; (iv) information required to be disclosed pursuant to any statutory, regulatory, or judicial requirement, provided that the recipient gives the other party prior prompt written notice of such requirement to permit the other party to seek a protective order or other appropriate remedy; or (v) with the express prior written consent of the applicable party. 6.    Publicity/Non-Disparagement: (a)           Publicity: Subject to the terms hereof, Total Wine shall have the right to use Publisher’s name and/or likeness in connection with publicizing the Deliverables created hereunder. Publisher, however, may not use the name and/or logo (or other identifying marks) of the Total Wine without Total Wine’s prior written approval in each instance. (b)          Non-Disparagement: Publisher acknowledges and agrees that the primary reason that [he/she] is being engaged hereunder to render the Services is to promote the Brand. Therefore, it shall be deemed a material breach hereof if Publisher, at any time during the Term or thereafter, makes any disparaging, false, misleading, or otherwise defamatory comment(s) about the Total Wine, and/or its employees, agents, directors, officers, affiliates, products, and/or services. 7.    Representations and Warranties: Each party represents and warrants to the other party that: (a)           it has the right to enter into this Agreement and fulfill its obligations in a professional and commercially reasonable manner, in accordance with generally accepted industry standards, as set forth herein without violating any other agreement entered into with any third party or any federal, state or municipal law or regulation to which the party is subject; (b)          it will comply with all applicable laws, rules, and regulations in existence applicable to its activities hereunder (including without limitation any and all FTC guidance in connection with advertising and endorsements); and (c)           it owns or has the authority and valid license to use all intellectual property and content on its website(s); and (d)          to the best of such party’s knowledge, any and all materials or information of any kind that it provides hereunder (whether or not incorporated in the Deliverables): (i) does not infringe upon any third party rights of any kind, including without limitation, any intellectual property rights, unfair competition, dilution, and/or publicity or privacy rights; and (ii) is true and accurate in all respects. 8.    Indemnification: (a)           Each party shall indemnify and hold the other party harmless from and against any and all costs, damages, losses, or expenses, including without limitation outside attorney's fees and related costs, to the extent arising out of a breach by such party hereunder (including without limitation its representations and warranties), and/or the negligence or willful misconduct of such party. (b)          The indemnified party shall provide the indemnifying party with prompt written notice of any claim and give complete control of its defense and settlement to the indemnifying party, and shall cooperate in all reasonable respects with the indemnifying party, its insurance Total Wine, and its legal counsel in its defense of such claim, at the indemnifying party’s expense. This indemnity shall not cover any claims in which there is a failure to give the indemnifying party prompt notice, to the extent such lack of notice prejudices the defense of the claim. The indemnifying party may not settle any potential suit hereunder without the indemnified party’s prior written approval (not to be unreasonably withheld, conditioned, or delayed). 9.    Limitation of Liability: THE WEBSITES OF TOTAL WINE AND PUBLISHER (INCLUDING ANY REPORTING SITE) AND THE OFFERS ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TOTAL WINE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS) EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TOTAL WINE’S LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, BE GREATER THAN THE TOTAL AMOUNT PAID WITHIN THE PRIOR THREE MONTHS BY TOTAL WINE TO PUBLISHER HEREUNDER. 10.  Insurance: Each party should maintain adequate insurance coverage to fully cover its actions hereunder, including without limitation, any breach of the indemnification provisions set forth herein, and/or either party’s breach, negligence, or misconduct. Each party shall name the other party as an “additionally insured” party on all such insurance policies and provide proof thereof to the other party upon request. No such policy may be cancelled or materially amended without providing the other party with thirty (30) days prior written notice in connection therewith. 11.  Independent Contractor: Publisher’s rendition of Services hereunder for Total Wine is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between the parties. As such, Publisher shall not have the right to bind Total Wine to any commitment or obligation of any kind, and any such attempted commitment shall be deemed null and void. You have no authority to make or accept any offers or representations on Total Wine’s behalf. You will not make any statement, whether on any site used or controlled by you, or otherwise, that reasonably would contradict anything in this Agreement. 12.  Force Majeure: Neither party will be liable for, or will be considered to be in breach of or default under, this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any event of force majeure occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact and length of the force majeure event. 13.  Governing Law: This Agreement shall be governed in accordance with the laws of the State of Maryland without regard to its conflict of laws principles. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Maryland including the federal courts therein and the parties hereto consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it. 14.  Data Protection and Privacy:  Publisher agrees to comply with all applicable international, U.S. federal, state and local laws with regard to data protection and privacy, including but not limited to the California Consumer Privacy Act of 2018 (CCPA).  “Personal Information” means any information that can be used to (a) distinguish or trace an individual’s identity; or (b) information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household; or (c) is deemed to be personal information by applicable U.S. Federal, state, or international data privacy laws or regulations.  Personal Information includes but is not limited to the following: full name, social security number, email address, user name, address, birth date, IP address, Internet or other electronic network activity information, user’s interaction with an Internet website, application, or advertisement, financial or payment information, health or medical information, photos, and videos. “Security Breach” means (a) any unauthorized access to, use of, modification of, or denial of access to network resources actually or potentially implicating Personal Information; (b) actual or suspected theft, loss or unauthorized collection, receipt, transmission, access, storage, disposal, use, disclosure, modification, or acquisition of Personal Information; or (c) any actual or reasonably suspected compromise of the security, confidentiality or integrity of Personal Information, or the physical, technical, administrative, or organization safeguards put in place by Publisher. Publisher shall implement appropriate technical and organizational measures to ensure a level of security of the processing of Personal Information appropriate to the risk and to protect Personal Information from a Security Breach that could impact the performance of the Services or negatively impact the Brand. Publisher will secure and maintain all consents associated with the collection and transfer of Personal Information in compliance with applicable data protection and privacy laws.   15.  Assignment: Publisher shall not assign or otherwise transfer this Agreement and/or the Services to be rendered hereunder, in whole or in part, without the prior written consent of Total Wine in each instance. 16.  No Waiver: No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement. 17.  Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision and such invalid term, clause, or provision shall be deemed to be severed from the Agreement. 18.  Entire Agreement; Modification: This Agreement is the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement or communications between the parties, whether written or oral relating hereto. No representation, inducement, or promise has been made or relied upon by either party, unless expressly set forth in this Agreement. This Agreement may be modified only by a written amendment signed by authorized representatives of both parties. To the extent that the terms hereof contradict and terms of any attachment hereto, the terms hereof shall govern, unless specifically set forth to the contrary therein. 19.  Partial Invalidity: In the event that any part or portion of this Agreement is deemed to be invalid and therefore unenforceable, the remaining provisions shall continue in full force and effect.           IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her signature as of the date first set forth above. [FULL LEGAL NAME OF PUBLISHER] ________________________________ Print Name: ______________________ Address: ________________________   Exhibit “A” – PUBLISHER GUIDELINES GENERAL GUIDELINES 1.    Publisher shall not: a.     traffic on websites that are point, lottery or rewards based and encourage people who access or use the website (“Users”) to click on Offers or use Offers to generate revenue for Users to win points, get rewards, or other incentives. b.    distribute an Offer outside of the United States.    c.     modify or alter any Offer or any graphic file(s) or creative work made available to Publisher for use in an Offer ("Creative") in any manner. Publisher will only run approved banners and text in its advertising of Offers and will not create its own banners or advertising text based on the Creative or Offer, unless expressly approved in writing from Total Wine. Any other use of Offers or Creative will result in immediate termination of this Agreement and the loss of any payment related to altered and/or unapproved creative. d.    make any promotional offers or discounts other than those set forth in an Offer and expressly authorized and provided by Total Wine. e.     use any copyrighted or trademarked material not owned by Total Wine. f.      engage in any deceptive or misleading form of advertising or marketing, which includes, but is not limited to, phishing (the practice of sending an email to an individual, falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identity theft, or for any other purpose), cybersquatting, typosquatting or combosquatting. 2.    For an Offer to be distributed on wireless devices, such as cell phones and tablets, Publisher agrees to: a.     comply with all applicable laws and regulations regarding marketing to wireless devices; b.    comply with all rules, terms and policies of the wireless service provider and the maker(s) of the wireless device and operating system running on such device, c.     not install any software, cookies or application to the device without the express affirmative consent of the User; and d.    provide such data regarding the Offers and Promotions as may be required by Total Wine or its vendors from time to time, including, UDID numbers for each Lead and geo and time/date of the Lead generation.     3.    Publisher shall not place an Offer on a website or in any other context with inappropriate content, which includes, but is not limited to, content that: a.     references or is directed to children or anyone under 25 years old, b.    contains or promotes the use of illegal substances, pornography, phone sex or escort services, expletives or other inappropriate language; c.     promotes violence, abuses or threatens physical harm; d.    promotes illegal or unethical activity, racism, hate, "spam," mail fraud, gambling, sweepstakes, pyramid schemes, investment and money-making opportunities or illegal advice; e.     promotes the use of illegal activities, such as how to build a bomb, counterfeiting money and software pirating (e.g., Warez, Hotline); f.      is libelous, defamatory, infringing, false, misleading or contrary to public policy; g.     is otherwise prohibited by federal or state law; h.    may bring Total Wine and/or its associated Advertisers negative publicity. i.      introduces viruses, worms, harmful code and/or Trojan horses on the Internet; or j.      is otherwise objectionable to Total Wine, in its sole discretion. 4.    Publisher shall operate in compliance with all applicable laws, regulations, decisions and industry best practices, including but not limited to: (a) Section 5 of the Federal Trade Commission Act and any current or future rules, regulations, orders, guides or other interpretation issued by the Federal Trade Commission (“FTC”) of Section 5, and (b) the Direct Marketing Association’s Best Practices for Online Advertising and Publisher Marketing.  Without limiting the foregoing, Publisher agrees to comply with the FTC’s Endorsement Guides currently located at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking, with respect to any endorsements made as part of its services hereunder, including, without limitation, properly disclosing that Publisher receives consideration for reviewing, promoting and/or recommending a product or service or engaging in any type of influence marketing. SPECIFIC LIMITATIONS 1.    Marketing Channels a.     Allowed marketing channels are as follows:                                           i.    Content/Blog                                          ii.    Display                                         iii.    Mobile                                         iv.    Newsletter                                          v.    Direct Link to Total Wine website in owned, earned media (not paid media) b.    Prohibited marketing channels are as follows:                                           i.    Paid Search                                          ii.    Network/Rebrokering                                         iii.    Friend referral/refer-a-friend c.     Marketing channels allowed with prior written approval of Total Wine:                                           i.    Email                                          ii.    Incent                                         iii.    Deal/Coupon websites. Only coupons provided through the PepperJam platform are valid for commission.  Any promo code used that is not provided to your Publisher account through this platform is subject to reversal.                                         iv.    Video                                          v.    Toolbar 2.    Advertising Subject/Website/Content Prohibitions: a.     Under 21 b.    Sex / Sexually Suggestive c.     Religion & Belief, Religious Music d.    Violence e.     Sensitive Social Issues f.      Tragedy, Conflict, War g.     Illegal Activities h.    Drugs i.      Extreme Politics / Hate (Breitbart, Nazism, White Supremacy) j.      Ethnic & Identity Groups k.     Overdrinking / drinking games / drunk l.      Alcoholism m.   Medical content n.    Music Videos with Explicit Content o.    Games p.    Live Streams q.    High School / College / University websites 3.    Advertising Content a.     Target Audience                                           i.    25+ years and older in the United States.                                           ii.    Content and/or Advertisements may not include or reference children.                                         iii.    Content and/or Advertisements should not be directed or intentionally distributed to persons outside of the United States. b.    Intellectual Property                                           i.    Only use Total Wine trademarks/copyrighted material with permission from Total Wine.                                          ii.    Do not use or associate with trademark/copyrighted material not owned by Total Wine. c.     Offers/Coupons/Codes                                           i.    Publisher may not make any promotional offers or discounts other than those expressly authorized and provided by Total Wine.                                          ii.    Promotional offers, coupons, and online codes must always include the provided legal disclaimer for the specified offer.  Do not advertise any offer, coupon or online code without the provided legal disclaimer.                                         iii.    Offers, coupons and codes may not be distributed to persons outside of the United States.                                         iv.    Do not place coupons or promotional offers on coupon websites, including but not limited to, the following websites: 1.    RetailMeNot.com 2.    Coupons.com 3.    Ebates 4.    Red Plum 5.    Savings.com 6.    Slickdeals 7.    Shop at Home 8.    Smart Source 9.    Groupon 10.  Living Social 11.  Hip2Save 12.  Frugaa 13.  Brad’s Deals d.    Shipping                                            i.    Total Wine does not ship liquor/spirits or beer.  If advertising or promoting shipping, you may only include wine and/or accessories products.  Accessories can be shipped to all fifty states in the United States.                                          ii.    Wine shipping laws vary by state, so we do not ship wine to all states. You may only advertise and/or promote shipping of wine for the following states: 1.    Washington 2.    Oregon 3.    California 4.    Arizona 5.    Alaska 6.    New Mexico 7.    Idaho 8.    Wyoming 9.    North Dakota 10.  Minnesota 11.  Florida 12.  North Carolina 13.  Virginia 14.  Washington, DC 15.  New Jersey 16.  Connecticut 17.  Massachusetts 18.  Missouri