FORD AFFILIATE PROGRAM CAMPAIGN DESCRIPTIONThis Program Campaign Description (“Campaign Description”), together with Partnerize’s Partner Terms and Conditions (“Terms and Conditions;” the two collectively, the “Agreement”), establish the terms of use for Affiliate to participate in the Ford Accessories Affiliate Program (henceforth referred to as “Program”). As used in this Agreement, “we,” “us,” “accessories.ford.com,” or “Ford” means Ford Motor Company (and its affiliates, subsidiaries and related entities), and “you” or “your” means the applicant affiliate party. “Ford Site” means accessories.ford.com that you will link to using Links. Capitalized terms used herein without definition shall have the meanings assigned to them in the Terms and Conditions.In the event of any conflict or inconsistency between this Campaign Description and the Terms and Conditions, the terms and conditions set forth in the Campaign Description shall prevail but only with application to the Program.1. Program Eligibility and Application Decisions. Eligible applicants who are not employees or family members of Ford employees, Ford dealers, Ford dealer-related entities, or suppliers of Ford may submit a completed Program application to begin the enrollment process (“Application”). Submission of your Application to the Program indicates acceptance to the terms set forth in this Campaign Description. We will evaluate your Application and notify you of your acceptance or rejection. We may accept or reject any Application in our sole discretion. If, in our sole discretion, we determine for any reason that your Site is unsuitable for the Program (as illustrated below), your Application will be rejected. If your Application is not accepted, you may reapply to the Program at any time; however, you should not and may not link to the Ford Site unless you are approved for the Program.Unsuitable Sites include, but are not limited to, those that:•Infringe trademark rights of Ford or any third party or otherwise violate any rights of any third party whether at common law or Federal law;•Contain sexually explicit materials;•Contain hate/violent/offensive content;•Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, language, political opinion, philosophical belief, or age;•Promote illegal activities or otherwise violate any applicable laws, including those targeting “spyware,” “adware,” or SPAM;•Violate any intellectual property rights, including, without limitation, scraping text or images from Ford’s websites or other properties (e.g., accessories.ford.com or ford.com, fordparts.com);•Do not clearly state an online privacy policy to their visitors;•Use misleading or fraudulent means to prompt clicks or drive traffic;•Include a Ford trademark in the domain name;•Otherwise are considered by Ford or any of its affiliates as offensive or inappropriate.2. Your Responsibilities. You must comply with all applicable laws, ordinances, regulations, rules, codes and industry standards, guidelines and principles, as may be modified from time to time. Without limiting the foregoing, you must comply with the Federal Trade Commission (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising and the U.S. CAN-SPAM Act. Please see specific disclosure guidelines below. If you will be directing or promoting your website to other jurisdictions, you must comply with those jurisdictions’ analogous laws, rules, regulations, and industry guidelines, including without limitation those regarding endorsements in advertising and/or the sending of commercial electronic messages. You must disclose your relationship with Ford on all endorsements, reviews, and testimonials on Ford products on your Site, as well as on other types of content websites (forums, blogs, microblogs, and other social media channels). We reserve the right to immediately terminate your participation in the Program if you fail to clearly disclose your material connection to Ford in any public materials or otherwise comply with applicable laws set forth above. Any pending balances owed to you will not be paid if your account is terminated due to such non-compliance. Specially, you must:•Be Honest & AccurateoAll statements should be accurate and supported, as well as reflect your honest beliefs and experiences.oNever promote unsafe activities or make false, misleading or unsubstantiated claims about Ford’s products or any competing product.oYou should not present or use any content on your Site, including, without limitation, graphical images, logos, text copy, editorial copy, press releases or marks, that could be interpreted to suggest that such content has been authored or otherwise provided by, or represents the views or opinions of, Ford;is misleading, defamatory, libelous, obscene, or otherwise objectionable;refers to Ford but is used as part of a name of a product or service of a company other than Ford; or is used in any other manner inconsistent with any term of the Campaign Description or with any provision of law.•Be transparent and Use Clear & Prominent DisclosuresoYou must disclose your connection to Ford and ensure that the disclosure you choose accurately describes the nature of the relationship.oIn every post that relates to the Program, you must prominently include the statement, “I receive a commission for purchases made through links to Ford’s accessories website.”oDisclosures should be clearly visible and easy to read, notice, and understand – across all platforms and all screen sizes – and through the consumer’s journey with the content.oPlace disclosures up front (consumers should not have to take additional action such as scroll or click a “see more” hyperlink to see the disclosure).oAVOID hashtags that consumers may not understand like #spon, #sp or #promo.oIf posting endorsements, reviews, or testimonials, you must use the hashtag #FordAffiliate.4. Commissions. 4.1. You will earn a base Commission of 3% on monthly Commission-eligible net purchase amounts (excluding costs for shipping, handling, gift-wrapping, rebates, and taxes) (“Approved Transactions”) if a customer (a “Customer”) purchases a Commission-eligible product or service that is the subject of the Program during a Session (defined below), and if such Customer has accessed the accessories.ford.com website and purchased such product via a Link. The list of products that will be eligible for a Commission under the Program can be found in Partnerize’s Partner Management Area. Products eligible for a Commission are subject to change without notice in our sole discretion and you should check the updated list of Commission-eligible products and services on a daily basis. Ford shall not bear any responsibility for payment of a Commission on Commission-ineligible products or services, ineligible sales (including where products or services are purchased for unauthorized purposes).  Monthly Commissions will be adjusted for cancellations, refunds, returns, chargebacks, or any other incomplete or reversed purchase.4.2. A “Session” is the period of time beginning when a Customer initially arrives at a accessories.ford.com website via a Link from your Site (“Initial Contact”), and ending at the earliest of (i) 24 hours after initial Contact, (ii) the time at which the same Customer subsequently arrives at accessories.ford.com website via another publisher link (iii) the time at which the Customer deletes cookies from his or her device or computer, or (iv) the expiration or termination of the applicable Program Term. For avoidance of doubt, no Link shall be deemed valid if it includes any call to action other than for the purchase of a product or service from the accessories.ford.com website; and you acknowledge that a Session will not commence unless cookies are enabled on the Customer’s device or computer and not otherwise suppressed or blocked through Customer-side technology like browser plug-ins or cookie management tools or settings.4.3. Approximately 60 days following the end of each calendar month, you will receive a payment for the Commission earned on Approved Transactions that were sold during the previous month, less any taxes that we or Partnerize are required by law to withhold from the final payment to you. You agree and acknowledge that you have the sole responsibility and liability for any and all taxes, contributions, penalties, or other sums arising out of the Commissions. If a Customer returns a product that generated a Commission and a subsequent payment is due, you will see a deduction for the corresponding Commission on your next monthly payment.4.4. You acknowledge and agree that Ford shall have the sole right and responsibility for processing all orders made by Customers. You acknowledge that all agreements relating to sales to Customers shall be between Ford and the Customer.4.5. The determination as to whether a sale is made via a Link, and whether a Commission is payable, will be made by Ford and is final and binding on both You and Partnerize. As between Partnerize and Ford, prices for the products and services will be set solely by Ford, or the seller of the content (as applicable), in its sole discretion.4.6. You will not be entitled to Commissions and you must reverse any Commissions already paid (upon Ford’s request to Partnerize) if, in Ford’s sole judgment, you (i) are in breach of this Agreement, (ii) have engaged in any misleading or fraudulent activity, including, but not limited to, cookie stuffing, cloaking, or forcing pop-ups, or (iii) are uncooperative or deceptive in relation to an investigation by Ford you’re your activities under this Campaign Description.5. Ownership and Licenses; Intellectual Property5.1. Subject to your compliance with the Agreement, we grant you a revocable, non-transferable, non-exclusive license to use, reproduce and transmit our approved logos, trade names, trademarks, and similar identifying material that we provide to you or authorize solely in connection with the Program and this Agreement (collectively, the “Licensed Materials”). You may not modify or alter the appearance of Licensed Materials and you must comply with our any instructions provided by Ford regarding the proper use of the Licensed Materials. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of Ford and the goodwill associated therewith will inure to the sole benefit of Ford. Except as expressly set forth in this Campaign Description or permitted by applicable law, you may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You shall not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.5.2. The Licensed Materials are to be used solely for the purpose of advertising content on the accessories.ford.com website; for clarity, you may not under any circumstances incorporate the Licensed Materials or any other Ford trademarks or service marks into the Site name or any other domain name, social media handle, or email address owned by you. You may not use the Licensed Materials in connection with any activity that disparages Ford, or its products or services, or that damages the reputation for quality inherent in the same. The use of creative or content that is posted on other sites, found in other emails or other sources, manipulated in any way or derived from any means the Licensed Materials provided by Ford is not permitted. If you do not fully comply with this provision Ford may withhold Commissions, immediately terminate the Agreement, immediately remove You from the Program, or utilize any remedy otherwise available in law or in equity.5.3. To the extent the registration of licensing of intellectual property rights is required under applicable law, you must file, with Ford’s written permission, a respective license agreement or any other agreement, which governs the licensing of intellectual property rights, and register it with a relevant authority.5.4. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the limited license granted above, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.5.5. All use of the names, logos, trademarks, service marks, and trade dress pursuant to Section 5.1 and 5.2 must be in a manner that is clearly less prominent than that of your name, logos, trademarks, service marks, trade dress, products and/or Site name. You must not create or attempt to create an impression that there is an association or affiliation between us and you beyond the arrangement that the Agreement governs.5.6. You must immediately cease using all Licensed Materials upon the termination of your participation in the Program, or upon request by Ford.5.7. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your Site. You must have express permission to use any person’s trademarks, copyrighted material, patents, or other intellectual property, whether it be copy or content, an image, or any other work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material, trademarks, patents, or other intellectual property in violation of the law or any third party rights.6. Consent for Communications.6.1. You shall not send out any emails or other communications, directly or indirectly, that advertise or promote Ford, its products, services, web sites, or offers without Ford’s prior express written consent, and Ford’s approval of final email content must be obtained from Ford in each and every instance; provided, however, if such advertisement or promotion included in such email is limited solely to the inclusion of a Link, then no such consent of Ford shall be required. Your emails must comply with any applicable local laws that apply to the transmission of your emails (including, for example, the United States CAN-SPAM Act of 2003).6.2. You shall not send any email or other form of electronic message, advertisement or other promotional communication containing Ford’s name, product or service, web site address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from You or you are otherwise permitted to send such communication in compliance with all applicable laws. In addition, you agree to provide a recipient of such communication with the ability to “opt out” of further communications from You either by calling a toll free number or by sending an “unsubscribe” email to You.7. Termination. We may suspend or terminate your participation in the Program with immediate effect on notice to you for any reason, including but not limited to Ford’s (i) determination that there are technical or operational issues (e.g., interruptions caused by, or shifts in, online/Internet technology) that adversely affect compliance with the Campaign Description, or (ii) suspicion that you may be involved in misleading or fraudulent activity. In addition, Ford may immediately suspend or terminate you in the event you materially breach or violate any term or condition of this Campaign Description, or if you attempt to generate Commissions fraudulently, through misrepresentation or any violation of the terms of the Agreement; in which case, Ford reserves the right to withhold payment of Commissions pending an investigation of the suspected fraud, breach or misrepresentation. Termination of the Agreement shall also terminate any and all outstanding Program Terms and Conditions and this Campaign Description. However, all rights to payment for undisputed amounts, causes of action and any provisions that by their terms are intended to survive termination shall survive termination of the Agreement.8. Modification.We may modify any of the terms and conditions in this Campaign Description at any time at our sole discretion. In such an event, you will be notified by email or other written notice. Modifications may include, but are not limited to, changes in the payment procedures and Commission amounts. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY OPTION IS TO END THIS AGREEMENT AND WITHDRAW FROM THE PROGRAM. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE CHANGE NOTICE OR NEW AGREEMENT WILL INDICATE YOUR AGREEMENT TO THE CHANGES. You agree to review these terms periodically to ensure that you are familiar with the most recent version of such policies and operating procedures.8. Limitation of Liability. WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL FORD’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT IN THE PRIOR 12 MONTHS.9. General. 9.1. You and Ford shall act as independent contractors and shall have no authority to obligate or bind the other in any respect. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between Ford and you, or to authorize either Ford or you to act as agent for the other, and neither Ford nor you shall have authority to act in the name of, or on behalf of, or otherwise to bind the other, in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). In particular, but without limitation, you (a) shall not act as the agent of Ford and shall have no authority to solicit orders from, or to make representations to, potential customers of Ford’s products or services, (b) shall in no event act on behalf of Ford and/or oblige Ford by any means whatsoever, and (c) shall make the limitations in paragraphs (a) and (b) above clear to any third party.9.2. You will not collect or process personal data (as those terms or their equivalents are defined under applicable law) on our behalf, and you will not share or disclose any personal data to us without our prior written permission.9.3. Except as otherwise required by applicable law, this Campaign Description has been made in and shall be construed and enforced in accordance with the laws of the state of Michigan. You consent to the exclusive jurisdiction of such courts, agree to accept service or process by mail, and waive any jurisdictional or venue defenses otherwise available.9.4. The provisions of this Campaign Description are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.9.5. In no event will Ford be responsible for the acts or omissions of Partnerize in connection with the Program, or for Partnerize’s failure to remit Commissions or any other amounts due to you once Ford has made the applicable funds available to Partnerize.