Walmart Operating Agreement for Affiliate Network

IMPORTANT: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 22 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND WALMART ARE EACH GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

This Walmart Operating Agreement for Affiliate Network, including all our Privacy Notice Payout Details, and exhibits and attachments hereto and incorporated herein by reference (collectively the "Agreement"), contains the complete terms and conditions that apply to a party's participation as a marketing affiliate in the affiliate network of Walmart (the "Program"). As used in this Agreement, "we", "us", or "Walmart" means Walmart Inc. (and its parent, affiliate, subsidiary and related entities), and "you" means the applicant affiliate party. "Site" means Walmart.com or the Walmart mobile app that you will link to using Qualifying Links as defined in Section 2 of this Agreement. "Content" refers to any content (photos, blogs, videos, posts, reels, shorts, etc.) created by you (in part or in whole) and published or shared by you (or at your direction) about Walmart, our products, or services in connection with your participation in Program. In addition to complying with the terms of this Agreement, remember you must also comply with all social media policies posted on the social media platforms (e.g. TikTok, Instagram, Snap, Facebook, YouTube, etc.).

1. Enrollment in the Program

To be eligible to apply to the Program, you must: (1) be of majority age in the jurisdiction you reside, which is at least 18 years or older in most states; and (2) not be a current Walmart employee. Eligible applicants may submit a completed Program application to begin the enrollment process ("Application"). Submission of your Application to the Program constitutes acceptance to the terms set forth in this Agreement. 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 Affiliate Website (defined below) is unsuitable for the Program, your Application will be rejected. If your Application is not accepted, you may re-apply to the Program at any time; however, you should not link to our Site unless you are approved for the Program.

As a member of the Program, you grant Walmart permission to distribute any email communication directly to you that Walmart determines is necessary in order to continue as a member of the Program, regardless of your choice to opt-out from certain communications.

Walmart currently uses Impact Radius as our Program service provider. Impact Radius (the "Platform") provides Walmart affiliates with a simple interface to track all their sales, clicks, click-throughs and commissions. Creating an account through the Platform does not guarantee your participation in the Program.

2. Links on Your Website or Third Party Websites

Upon acceptance into the Program, we will make available to you Qualifying Links via the Platform that are subject to the terms and conditions of this Agreement. A "Qualifying Link(s)" is a link from an Affiliate Website to our Site using one of the URLs or graphic links provided by Walmart, the Platform, or by other means determined by us for use in the Program. All Qualifying Links must link directly and exclusively to a Site.

Walmart reserves the right to approve each and every website that links to our Site through a Qualifying Link (each an "Affiliate Website"). If you use a Qualifying Link on an Affiliate Website without seeking explicit authorization, your continued use of that Qualifying Link shall be considered a breach of this Agreement subject to the remedies set forth in Section 15 below; provided, however, that use of such Qualifying Link will nonetheless be subject to the requirements set forth in this Agreement.

The Qualifying Links will serve to identify your Affiliate Website as an authorized part of the Program and will establish a trackable link from the Affiliate Website to our Site. Only include Qualifying Links to Qualifying Products (as defined in Section 5) that are clearly featured in your Content or the Affiliate Website. You agree that when you display Qualifying Links on the Affiliate Website there will be a clear and conspicuous disclosure that it is an advertisement placed next to the Qualifying Links so the disclosure is unavoidable. For more information on disclosure requirements, see Section 4 below. Walmart reserves the right to take immediate steps if you fail to comply with this requirement, including but not limited to the suspension or termination of this Agreement and your expulsion from the Program.

You also agree that you will display on the Affiliate Website only those logos, trade names, trademarks, graphic images and similar identifying material ("Licensed Materials") that are provided by us or by the Platform, and you will substitute such content with any new Licensed Materials provided by us or the Platform from time to time as directed by Walmart. A web widget that is pre-approved in writing by Walmart for use on your Affiliate Website may be considered a Qualifying Link for purposes of this Agreement. Accordingly, web widgets are subject to all of the terms and conditions of this Agreement that apply to Qualifying Links.

Only valid Qualifying Links will be tracked for purposes of determining Commissions (as defined below) that you may be eligible to receive on sales of Qualifying Products (as defined in Section 5) generated through your participation in the Program.

Only Qualifying Links may be used to link an Affiliate Website to areas within our Site. Unless otherwise directed by us, You may not link directly to a Site without use of a Qualifying Link. You may post as many Qualifying Links to our Site as you like on a website, provided that you ensure that each Affiliate Website containing a Qualifying Link posted by you meets the terms of this Agreement, including without limitation, that such Affiliate Website is suitable for participation in the Program, does not violate any of the "prohibitions" set forth in Section 3, and you take responsibility for all Affiliate Websites on which you post a Qualifying Link in accordance with Section 13. The position, prominence and nature of Qualifying Links on an Affiliate Website shall comply with any requirements specified in this Agreement but otherwise will be in your discretion.

You acknowledge, and you agree to disclose in the privacy policy or notice of any Affiliate Website, that by participating in the Program and placing a Qualifying Link, we may place or recognize cookies on visitors' browsers, and receive information from or about visitors to such Affiliate Website or communications between such Affiliate Website and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in our Privacy Notice located in the footer of the Site. Notwithstanding the foregoing, you may not collect, store, cache, or otherwise use any account information of Walmart customers.

Further, Walmart may, at its discretion, decline to accept, require adherence to an additional set of terms and conditions, or require the posting of specific copy for any Affiliate Website that (1) donates, directs or transfers any portion of their Commissions, flat fees or affiliate benefits to any charitable website, education-related website, organization or program; or (2) provides rewards back to their members in the form of points or cash-back, or conduct other similar loyalty programs in connection with purchases made by members via their websites.

We will be responsible for all aspects of order processing and fulfillment of orders placed by customers who follow your Qualifying Links to the Site in accordance with applicable legal requirements. We reserve the right to reject orders that do not comply with any reasonable requirements that we may periodically establish and update from time to time. Among other things, we will prepare orders forms; process payments, cancellations, and returns; and handle customer service. Through the Platform, you have the ability to track sales made to customers who purchase products using your Qualifying Links, and you can review reports summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that your Qualifying Links are properly formatted. The form, content, and frequency of the reports are limited to those reports and capabilities available through the Platform and may vary from time to time in our and/or the Platform's reasonable discretion. Walmart is not responsible for any changes to the Platform's format, timing, or types of reports. Walmart will not be responsible for improperly formatted links regardless of whether you have made modifications to the code or not. In addition, you understand and agree that we are unable to track or provide credit for sales from customers that are referred to us with browsers that block cookies or that otherwise do not have their browser settings enabled in a way that permits the tracking of a Qualifying Link.

3. Prohibitions

You understand and acknowledge that this Agreement is made on a non-exclusive basis between you and Walmart and is solely for the purpose of allowing you to link to the Site as part of your participation in the Program.

As a condition to your acceptance and participation in the Program, you agree to the following prohibitions:

(a) General Prohibitions

You may NOT:

• engineer any website containing a Qualifying Link in such a manner that pulls Internet traffic away from any Sites;
• provide a portion of their Commissions/flat fees (as defined below) to websites or organizations that would violate any of the above criteria;
• violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), or any term of this Agreement;
• Offer any person or entity any consideration, reward, or incentive (including any money, rebate, discount, points, donation to a charity or other organization, or other benefit) for using Qualifying Links. For example, you cannot offer entry into a sweepstakes to incentivize persons or entities to visit the Site via your Qualifying Links;
• Use "dupe" language as a means of product comparison to that of another brand.
• publish, link to, sell, otherwise distribute, or place a Qualifying Link on the same page or in close proximity to any Objectionable Content. For purposes of this Agreement, "Objectionable Content" means any material, including textual, audio or video material, which contains or promotes any of the following, as determined by Walmart in its sole discretion:
• sexually explicit material;
• violence or hate toward any persons or groups, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• illegal activities;
• the use of alcohol, tobacco, or gambling/lottery;
• the use of pyramid, "ponzi", or similar investment schemes;
violence or hate toward any persons or groups, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• the buying, selling, exchange, or trade of crypto or virtual currency (for example, Coinbase, Trezor, CashApp, Gemini, and similar websites);
• defamatory, fraudulent, or harassing content to Walmart or any third party;
• Content that violates the intellectual property rights of Walmart or its suppliers;
• disparaging Content about Walmart or any of its executives, officers, employees, or agents;
• Content that drives traffic to a website that is under construction or not live at the time of Application;
• use of a browser extension on Walmart.com, unless you have written approval from Walmart;
• is non-US based or are websites that primarily serve a non-US based audience; or
• disclosing personal information such as phone numbers, email addresses or asking viewers to do so;
• attempt to modify or alter our Site in any way;
• make any representations, either express or implied, or create an appearance that a visitor to your Affiliate Website is visiting our Site, e.g., "framing" or "wrapping" the Site in any manner without first obtaining in advance our express written permission. Such requests must be in email and sent to the Affiliate Program Manager at: affiliates-help-ext@wal-mart.com
• "scrape" or "spider" the Site or any other websites for content (such as images, logos or text);
• place ads on, or participate in any way in, ad networks or paid search content networks;
• including a Qualifying Link in connection with deceptive or misleading visuals (for example, including an image or a video an item or product that is not sold on the Site, but then linking to a similar product on the Site);
• engage in misleading or deceptive behavior. For example, promoting fake contests, sweepstakes or giveaways;
• advertise or promote counterfeit products or ones that incorrectly display a designer's name, trademark or logos;
• promote, or participate in the promotion of, Walmart.com's Pharmacy (www.walmart.com/pharmacy) or Walmart Health (www.walmarthealth.com)
• link or redirect any Qualifying Link to any website other than our Site, including, for example, your own websites;
• include in your Affiliate Website any price tracking and/or price alerting functionality relating to products sold on the Sites;
• shorten or obscure a Qualifying Link, including through use of any link shortening service, button, hyperlink or other ad placement, in a way that may mislead or confuse a customer;
• engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in the delivery or act of address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISP's address bar or search bar, and, as a result, is redirected to a web page that contains a Qualifying Link that directs the user to sites like Walmart.com or any Site).
• use any type of method, software, automated script, or technology which attempts to intercept or redirect traffic or Commissions to or from any website, or otherwise artificially increase Commissions, including through any click spam, botnets, traffic generated by non-human visitors, or use of stolen credit card information to make purchases in connection with the Program.
• use any Trademark (as defined in Exhibit A), or any Licensed Materials to advertise or engage in services that result in a sale occurring on your website, whether or not you then have the item fulfilled through the Site;
• without the prior written approval of Walmart, use any Trademark, or any Licensed Material in an advertisement that is not created or provided by Walmart in any way that might suggest or imply or mislead or is likely to mislead a visitor to your Affiliate Website into believing that Walmart or any related entity was the creator or sponsor of such advertisement;
• re-distribute Licensed Materials to websites which can reasonably be viewed as Walmart's competitors;
• re-distribute, display or syndicate Licensed Materials and/or Walmart's datafeed, including any product information set forth therein, to any third party partner, network or agency;
• employ, use, or receive any direct or indirect benefit from, any "cookie stuffing" methods (e.g., use of "cookie stuffing" to cause the Platform's tracking systems to conclude that a user has clicked through a Qualifying Link - and to pay commissions accordingly - even if the user has not actually clicked through any such link);
• 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;
• display any material on an Affiliate Website that contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines;
• without the prior written approval of Walmart, use any widgets on your Affiliate Website that: (a) include any Trademarks (as defined in Exhibit A); (b) include any Licensed Materials (as defined in Section 2); or (c) directly or indirectly send traffic to Walmart;
• post, publish, link to or place a Qualifying Link on the Walmart Facebook Page;
• forward, redistribute, or otherwise repurpose any or all Qualifying Links to any third party;
• release Walmart's sales circulars, advertisements, or other information prior to their authorized release dates; or
• purchase products or services sold or prom

(b) Prohibitions Regarding Use of Electronic Communications

"Electronic Communication" includes email messages, text messages, and any other form of non-verbal communication occurring without the use of physical mail. You may NOT do any of the following using Electronic Communication unless you first obtain in advance Walmart's express written permission. Such requests must be made in writing and emailed to the Affiliate Program Manager at affiliates-help-ext@wal-mart.com. These prohibitions are in addition to, and not in place of, all prohibitions and restrictions that you are bound to under the Program Terms, as amended. You may not:

• generate or use Electronic Communication using or containing Trademarks (as defined in Exhibit A), or any variation or misspelling thereof, or products, or any of the Qualifying Links or URLS provided to you as part of the Program;
• send any other Electronic Communication that in any way suggests or implies or misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that Walmart or any related entity was the sender or sponsor of such Electronic Communication or procured or induced you to send such Electronic Communication;
• forward, redistribute, or otherwise repurpose any Electronic Communication that Walmart sends to its affiliates and/or customers; and
• generate or send any unsolicited Electronic Communication (spam) under this Agreement

4. Transparency and Compliance with FTC's Endorsement Guidelines

In connection with your participation in the Program, you are required to comply with the Federal Trade Commission's Guidelines on Endorsements and Testimonials. The Federal Trade Commission ("FTC") defines an endorsement as "any advertising message (including verbal statements, demonstrations, or depictions of the name, signature, likeness or other identifying characteristics of an individual or the name or seal of an organization) that consumers are likely to believe reflects the opinions, beliefs, findings, or experiences of a party other than the sponsoring advertiser" (an "Endorsement"). To the extent that your display of a Qualifying Link is reasonably construed as, accompanied by, or associated with, an Endorsement, you shall:

• fully disclose your relationship with Walmart in a "clear and conspicuous" way. To meet the "clear and conspicuous" standard set out by the FTC, the disclosure must be unavoidable.
• ensure that your Endorsements of any Walmart product or service are clearly and conspicuously identified and labeled as "#WalmartPartner" or "paid link" when including Qualifying Links in your Endorsement;
• only share an Endorsement made by an organization if such Endorsement has undergone a process sufficient to ensure that the endorsement fairly and accurately reflects the collective judgment of such organization;
• In relation to Endorsements from or purporting to be from you or other individuals:
• Endorsements must reflect the reflect the honest opinions, findings, beliefs, or experience of the endorser based on that endorser's recent use of the product;
• use Endorsements without the permission of the endorser;
• use Endorsements or testimonials that represent the typical outcome or experience being endorsed;
• do not use use Endorsements or testimonials to make implied scientific claims unless that implied claim is backed by scientific evidence;
• do not use Endorsements from "experts" who are not experts with respect to the endorsement message, and whose qualifications do not give the endorser the expertise that he or she is represented as possessing with respect to the endorsement;
• do not use Endorsements from employees of Walmart (except for Walmart Associates who have permission under Spotlight);
• ensure that any Endorsement which is the result of any payment or other incentive (such as free or discounted products) is clearly and conspicuously identified and labeled as such on your Website. Remember, the disclosure must be unavoidable to meet the "clear and conspicuous" standard.

You understand that Walmart reserves the right to take immediate steps to ensure that reviews related to its products are not deceptive or misleading. Such steps may include requesting that you take down deceptive Endorsements, suspending or terminating this Agreement, or expelling you from the Program. For additional guidance, please review Walmart's Influencer Guidelines or the FTC's Disclosures 101 for Social Media Influencer (ftc.gov).

5. Commission(s)

We will pay you a fee commission, via the Platform, on certain product sales to third parties generated from our Site only ("Referral Fees" or "Commissions"). For a product sale to generate a Commission, the customer must:

• use a browser that has its cookies setting enabled;
• follow a Qualifying Link (in the format specified by Walmart) from your Affiliate Website to the Site;
• purchase the Qualifying Product using our automated ordering system;
• accept delivery of the Qualifying Product at the shipping destination; and
• remit full payment to us.

We will pay, to the Platform for ultimate payment to you, Commission(s) on products that are actually purchased by a customer within the relevant cookie window after the customer has initially entered our Site ("Referral Window") as long as the customer re- enters our Site directly during that time and not through another affiliate link. We will not pay Commissions on any products that are purchased on our Site when a customer re- enters our Site (other than through a Qualifying Link from your website) after the Referral Window, even if the customer previously followed a link from your website to our Site. Commissions will not be earned on products where a customer's purchase of the product derived from search results driven from free or natural search. This includes results containing Qualifying Links displayed in a search engine's free/non-paid, natural, or organic search results in response to a search query which sends customers directly to a Site without the customer first being sent to an Affiliate Website and the customer clicking on a link to arrive at the Site.

Not all products sold on the Site are eligible to earn Commissions in the Program. For example, purchases from Sam's Club and Samsclub.com, or Walmart's Pharmacy, Travel, Financial Services, tires, or purchases made with Gift Cards and Online Gift Cards are not eligible to earn Commissions. Customer Service invoice adjustments and reorders are not eligible to earn Commissions. For an up-to-date list of eligible products, please refer to the Impact Radius platform. Products that are entitled to earn Commissions under the rules set forth above are referred to herein as "Qualifying Products."

6. Commission Schedule

You will earn Commissions based on the sale price of Qualifying Products, according to fee schedules to be established by us. "Sale price" means the sale price listed on our Site and excludes costs for shipping, handling, gift-wrapping, rebates, refunds, returns, chargebacks, cancellations and taxes/VAT. The current Payout Details are available to you through the Platform available to all members of the Program ("Affiliate Portal").

Because of the volume and breadth of items that we carry on our Site and our practice of continuing to add new items over time, certain items may not be listed in the Commissions database at the time purchases are made through your Affiliate Website. In addition, we reserve the absolute right and discretion to exclude items from our Commissions database at any time. Therefore, you acknowledge and agree that we cannot and do not warrant or guarantee that you will be paid a Commission on any item(s) or that all items eligible for a Commission will be paid in accordance with the Commission Rates listed on the Affiliate Portal. You acknowledge that in such circumstances, you will accept the Commission Rates and payouts actually paid to you. We reserve the right, at our sole discretion, to change, modify, add or remove portions of the Payout Details, at any time, without notice to you. If you have any questions concerning whether a certain item is eligible for a Commission, please contact affiliates@walmart.com.

7. Commission Payment

Approximately ninety (90) days following the end of each calendar month, you will receive a check for the Commissions earned on Qualifying Products that were shipped during that month, less any taxes that we or the Platform 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 or flat fees. If a customer returns a product that generated a Commission before the 60-day locking period is complete, you will see a deduction for the corresponding Commission from your next monthly payment. If there is no subsequent payment, you will receive an invoice for the Commission Fee payable within sixty (60) days of your receipt of the invoice. All determinations of Qualifying Links and whether a Commission is payable will be made by the Platform and Walmart and will be final and binding.

You are solely responsible for the transmission of your information through the Platform and ensuring the security of your Program username and password. Walmart is not be responsible for any losses arising out of your failure to maintain the security of your Impact Radius username and password, including any unauthorized use or disclosure of your information, and any account activity taken by unauthorized actors.

8. Policies and Pricing

Customers who buy products through this Program will be deemed to be customers of Walmart without affecting their status as your customer. Accordingly, all Walmart rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at Walmart. We may change our policies and operating procedures at any time consistent with applicable laws and without notice to you. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. You may include current price information in your product descriptions only if such information is provided to you by Walmart, provided that you remain responsible for maintaining accurate and up-to-date pricing information and disclosing to users, where applicable, that in the event of any price difference between your website and the Site, the price listed on the Site will govern. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular product.

9. Walmart Intellectual Property

The Sites and all content and materials made available through Sites, and all copyrights, trademarks, trade dress, and other intellectual property rights therein (collectively, the "Walmart IP") are owned or controlled by or licensed to Walmart, and are protected by U.S. and international trademark, copyright, and other intellectual property laws. Subject to your compliance with this Agreement, we grant you a limited, nonexclusive, nontransferable, revocable right to access our Site through the Qualifying Links and use the Walmart IP solely in accordance with the terms of this Agreement and solely in connection with the Licensed Materials, only as provided to you by us, through the Program, or by other means selected by us, and solely for the purpose of identifying your Affiliate Website as a Program participant and to assist in generating the sale of Walmart products.

You acknowledge that this Agreement does not provide you with any ownership or other intellectual property rights in the Site, Walmart IP, or Licensed Materials other than the limited license rights contained herein. We reserve all of our rights in the Site, Walmart IP, Licensed Materials and of our other proprietary rights. You may not sublicense, assign or transfer any such licenses, and any attempt at such sublicense, assignment or transfer is void. Further, you understand and agree that you have no ownership rights in (a) materials you submit to us, including, without limitation, feedback provided about the Program; (b), to any account you may have with us; or (c) other access to the Site or features therein. To the extent that you provide us or submit to us any feedback, materials, data, ideas, or content, you hereby assign, transfer, and grant to us any and all right, title, and interest you may have in such materials. We may terminate or revoke your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion. You agree to follow our Trademark Requirements in Exhibit A, as those may change from time to time.

10. Ownership

You own the Content you create for the Program, except that any Walmart IP or materials provided by or created by Walmart contained therein shall remain the sole and exclusively property of Walmart. Without limiting the foregoing, you grant to Walmart and its licensees and designees ("Licensees"), a perpetual, worldwide, royalty-free, sublicensable and transferable license to use, distribute, display, publish, and reproduce any Content you create in connection with the Program, and your name, image, likeness, voice, biographical information, personal characteristics, statements, testimonials, social media and online profiles and handles, and other indicia of identity, and any trademarks, trade names, logos, or other indicia of origin contained therein, on Licensees' websites, apps, platforms, and social media pages for the marketing and promotion of Walmart and its products or services, without further notifying, compensating, or seeking your approval. To the extent permitted by applicable law, you forever waive any moral rights or similar rights that you may have in the Content. You also waive and release Licensees from any claims that you may have by reason of Licensees' exercise of the rights granted under this Agreement (including claims of publicity or privacy rights violations and defamation). For the avoidance of doubt, all rights and licenses granted in and to your Content shall be exercisable by Walmart.

11. Legal Clearances

You shall solely be responsible for securing in writing any necessary licenses, waivers, consents and/or permissions for proprietary materials owned by any third parties that appear in the Content or any other materials you provide ("Legal Clearances"), including but not limited to props, logos, music, or photographs. You shall deliver the Legal Clearances to Walmart upon request. You acknowledge and agree that, upon Walmart's request, you may be required to obtain or provide written releases, licenses, and/or consents from third parties in the form and content designated by Walmart.

12. Procedure for Making a Claim of Copyright Infringement

We respect the intellectual property of others. If you believe that your work has been copied and is accessible on the Walmart Sites in a way that constitutes copyright infringement, please see our DMCA Procedure (available at https://walmart.com/help/article/Claims-of-Intellectual-Property- Infringement/6171b9ac00384f3f920aa14a9c08bdac) for instructions on how to contact us to report possible copyright infringement.

13. Responsibility for Affiliate Website

You will be solely responsible for the development, operation, and maintenance of your Content, Affiliate Website and for all content that appears on an Affiliate Website. For example, as between you and Walmart, you will be solely responsible for:

• the technical operation of your Affiliate Website and all related data hosting operations, hardware, and other equipment that may be necessary to operate your Affiliate Website;
• creating and posting product descriptions on an Affiliate Website and linking those descriptions to our Site;
• updating product information, content and item descriptions (including, but not limited to, product price and availability) within 24 hours of any update of such product information, content and/or item description at the Site or from data feed content provided through the Program;
• the accuracy, timeliness, and appropriateness of content posted on the Affiliate Website (including, among other things, all product-related materials);
• monitoring the Affiliate Website content to verify it does not publish, link to, sell or otherwise distribute Objectionable Content (as defined in Section 3) or contain any content deemed as unsuitable as set forth in this Agreement;
• removing any Licensed Materials and Trademarks from the Affiliate Website as soon as any Objectionable Content appears on the Affiliate Website;
• notifying us and the Platform of any Objectionable Content that appears or appeared the Affiliate Website at any time during your participation in the program, within six (6) hours of its appearance, even if you immediately removed the Objectionable Content per the requirements of this Agreement or for any other reason;
• notifying us and the Platform of any malfunctioning of the Qualifying Links or other problems with your participation in the Program in accordance with the terms of this Agreement.

14. Program Enhancements and Beta Features

We reserve the right to make available from time-to-time different features, tools, enhancements or other functionality through the Program ("Program Enhancements"), including on a limited trial basis ("Beta Features"). Subject to the terms of this Agreement, Walmart provides you with a limited, non-exclusive, non-sublicensable, revocable license to access and use such Program Enhancements and Beta Features. Walmart reserves the right to discontinue offering any Program Enhancements or Beta Features at any time for any reason or no reason at all.

15. Term and Termination

The term of this Agreement will begin upon our acceptance of your Application and will end when terminated by either party. Either party may terminate this Agreement immediately at any time, with or without cause, by giving you written notice of termination (email will suffice). Upon termination, all Site related content and links shall be promptly removed from Affiliate Websites. You are only eligible to earn Commissions on sales of Qualifying Products while you are an active member of the Program, and Commission(s) earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event we overpay you, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

In addition to Walmart's right to terminate this Agreement without cause, as set forth above, violation of any of the terms or prohibitions contained in this Agreement by you, your Network (as defined in Exhibit B), your sub-affiliate, or any other agent may result in, among other things, (a) the immediate termination of this Agreement (which may include termination of your entire Network, in Walmart's sole discretion); (b) the withholding or non-payment of Commissions due to you and/or your Network, including, without limitation, any Commissions arising out of a suspected breach of this Agreement (which, for clarity, includes withholding payment for any days that we determine that you were bidding in violation of the keyword bidding requirements set forth in Exhibit A); or (c) the commencement of an action by Walmart against you and/or your Network seeking, without limitation, injunctive relief, recovery of actual, statutory or punitive damages.

Walmart may request at any time for you to provide a written certification of compliance with this Agreement. Failure to provide such written certification may result in further investigation by Walmart or its agents of your website and practices as they relate to the Agreement. In connection therewith, we have the right in our sole and absolute discretion to monitor any Affiliate Website at any time, and you agree to provide us with unrestricted access thereto or other records and documentation reasonably requested by Walmart for purposes of verifying your compliance with this Agreement. Failure to comply with the foregoing requirements may be subject to the breach remedies set forth above.

16. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Site. We will also make commercially reasonable efforts to notify you of such changes prior to or upon implementation; provided, however, that Walmart is not responsible for your failure to receive notice of changes, and you agree to review these terms periodically to ensure that you are familiar with the most recent version of such terms, policies and operating procedures. Modifications may include, for example, changes in the scope of available Commissions, Payout Details, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE AND/OR SENDING YOU THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

17. Relationship of Parties

You and Walmart are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this section.

18. Representations and Warranties; Indemnification

You represent and warrant:

1. You have the full right, power and authority to enter into this Agreement, grant the rights granted herein, and fully perform your obligations hereunder;
2. You are the sole owner of the Content, including but not limited to, all copyrights therein;
3. You and any persons appearing in the Content are at least 18 years of age or the majority of age (where you reside) and you have obtained any necessary releases from any person(s) appearing in the Content, or, if such persons are minors, you have obtained the authorization and release from the parent or legal guardian of any such person(s) who appear in the Content;
4. The Affiliate Website(s), the Content, and any other websites you own or operate, and the linking thereof to the Site, does not and will not infringe any patents, copyrights, trademarks, trade secrets or other intellectual property rights or violate the right of privacy, publicity or other rights of any third party, nor has any claim of such infringement or violation been threatened or asserted against you;
5. There are no pending or threatened lawsuits concerning any aspect of the Content;
6. you have obtained any necessary releases from the owner of any property appearing in the Content;
7. any statement made in the Content regarding Walmart and its products and services reflect your honest opinions, beliefs, and are based on your actual experiences regarding Walmart and or its products and services;
8. You have obtained and will maintain in force all necessary notices, consents, and licenses to enable you to participate in the Program, and you will at all times comply with all applicable laws, ordinances, regulations, rules, codes and industry standards, guidelines and principles, as may be modified from time to time including any foreign laws including EU and similar associations if any Services are to be performed outside of the USA, which are relevant to your performance under this Agreement, including, without limitation , the California Consumer Privacy Act of 2018; Regulation (EU) 2016/679 of the European Parliament, the Council of the European Union and the European Commission ("GDPR") and all laws implementing the GDPR; the CAN-SPAM Act of 2003; and the Children's Online Privacy and Protection Act of 1998.
9. You acknowledge that by entering into and performing its obligations under this Agreement, we do not assume and shall not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of any Affiliate Website. Accordingly, in addition to any other indemnification obligations contained in this Agreement, you shall protect, defend, hold harmless and indemnify Walmart Inc., its parent, subsidiary and affiliated companies, and its distributors, retailers, and their respective agents, employees, representatives, contractors, successors and assigns ("Indemnified Parties") from and against any and all claims, actions, liabilities, losses, costs and expenses, even if such claims are groundless, fraudulent or false (including court costs and reasonable attorneys' fees) incurred as a result of claims of customers or other third parties against any of the Indemnified Parties arising from or connected with: (1) any of the content or activities of any Affiliate Website (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business; (2) any breach of this Agreement or any representation, warranty, obligation, or covenant contained therein by you or your employees, agents, representatives, contractors, sub-affiliates, or Network; (3)your misuse, unauthorized modification or unauthorized use of the services or materials provided by us hereunder; or (4) any other of your or your employees', agents', representatives', contractors', sub-affiliates', or Network's acts or omissions.
10. Walmart will use reasonable efforts to notify you of any indemnified claim, provided that the failure or delay in notification shall not relieve you of your obligations under this section. You shall defend the indemnified claim at your own expense using counsel reasonably acceptable to Walmart; however, in addition to the foregoing, the Indemnified Party reserves the right to also be represented by counsel at its expense, including at any proceeding or settlement discussions related thereto. You may not settle or consent to the entry of judgment with regard to any indemnified claim without the Indemnified Party's written consent. The Indemnified Party may, at its election, assume the defense, settlement or other resolution of any such indemnified claim with counsel of its own choosing, which shall not otherwise relieve you of your obligations under this section, including your obligation to be liable for all costs and expenses incurred by the Indemnified Party in connection with the defense and settlement of any claim.

19. Limitation of Liability

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES.

20. DISCLAIMER OF WARRANTIES

We make no express or implied warranties or representations with respect to the Program, Program Enhancements, Beta Features or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non- infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Site or the Program, Program Enhancements or Beta Features will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors; however, we will make commercially reasonable efforts to correct errors or interruptions promptly. THE SITE, PROGRAM, ENHANCEMENTS AND BETA FEATURES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND WALMART EXPRESSLY DISCLAIMS ALL WARRANTIES - STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. WALMART FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE PLATFORM, ENHANCEMENTS, OR BETA FEATURES WILL BE UNINTERRUPTED OR ERROR-FREE.

21. INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. NOTHING HEREIN SHALL OBLIGATE WALMART TO PROVIDE YOU ANY EXCLUSIVE RIGHTS OR BENEFITS, AND YOU UNDERSTAND THAT THIS AGREEMENT IS MADE ON AN EXPRESSLY NON- EXCLUSIVE BASIS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

22. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

1. Arbitration Agreement.

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, YOU AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND WALMART, INCLUDING ANY PRODUCTS OR SERVICES OFFERED OR SOLD BY WALMART OR THE WALMART ENTITIES, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A SINGLE NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, YOU AND WALMART AGREE THAT EACH IS WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY. This paragraph may be referred to as the Arbitration Agreement in these Terms.

2. Class Action and Mass Action Waiver.

YOU AND WALMART AGREE THAT ANY ARBITRATION REQUIRED BY THE ARBITRATION AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS. You and Walmart each agree to waive the right to have any dispute or claim subject to the Arbitration Agreement brought, heard, administered, resolved, or arbitrated as a class arbitration, class action, collective action, or Mass Action to the maximum extent permitted by law. "Mass Action" means a situation in which a party is represented by a law firm or other representative, or a collection of law firms or other representatives, that has initiated more than one hundred (100) arbitration Demands with common questions of law or fact against Walmart within 180 days of initiating your arbitration Demand. This paragraph may be referred to as the "Class Action and Mass Action Waiver" in these Terms. Nothing in these Terms precludes you from bringing issues to the attention of federal, state, or local government agencies and, if the applicable law allows, such agencies may seek relief against Walmart for you.

3. Initiating a Demand for Arbitration.

Any arbitration required by the Arbitration Agreement shall be initiated by You or Walmart by sending the other a written demand for arbitration ("Demand") only via first- class mail, FedEx, or UPS within the statute of limitations period. Your Demand shall be delivered to: Walmart Inc. Legal Department, 702 SW 8th Street, Mailstop 0215, Bentonville, AR 72716. The Demand must include (i) the name, telephone number, mailing address, and email address of the person or entity seeking arbitration; (ii) a statement of the legal claims asserted and the factual basis for those claims; (iii) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy; (iv) the original personal signature of the party seeking arbitration; and (v) the original personal signature of any legal counsel or other representative purporting to represent the party seeking arbitration. For purposes of this paragraph, "original personal signature" does not include any digital, scanned, electronic, copied, or facsimile signature. An original personal signature on the Demand certifies the following: (i) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of litigation; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The original personal signature by the party seeking arbitration shall verify under penalty of perjury that the factual statements contained in the Demand are true and correct. Compliance with this paragraph tolls any applicable statute of limitations as to any dispute or claim subject to the Arbitration Agreement that is stated in the Demand.

4. Filing a Demand for Arbitration

A party seeking arbitration of any dispute or claim subject to the Arbitration Agreement shall submit a copy of the Demand to the American Arbitration Association ("AAA") sixty (60) or more days after the Demand is initiated pursuant to Section 22.d of these Terms. The arbitration will be administered by the AAA pursuant to the current AAA Consumer Arbitration Rules, except to the extent modified by these Terms. The AAA rules and instructions are available on the AAA website at http://www.adr.org/consumer.

5. Conduct of Arbitration.

In any arbitration of a dispute or claim that is subject to the Arbitration Agreement:

• You or Walmart may file such dispositive motions as would be permitted by the Federal Rules of Civil Procedure without obtaining permission from the arbitrator. Upon the filing of any dispositive motion, the arbitrator may stay all further action and deadlines in the arbitration until deciding such motion.
• The parties shall have the right to conduct such discovery from the opposing party or any third party that is proportional to the needs of the claim or dispute, considering the importance of the issues at stake, the amount in controversy, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit. Proportionality shall be decided by the arbitrator when requested by either party.
• The arbitrator shall conduct any calls, conferences, or hearings by teleconference or videoconference, unless the arbitrator determines that an in-person hearing is appropriate. Any in-person hearing will be held at a location that is reasonably convenient. You and an employee of Walmart shall attend all arbitrator calls, conferences, and hearings.
• A party may make a written offer of judgment at least seven (7) days before the date set for the arbitration hearing.
• If the arbitrator finds that a party's claim, counterclaim, or appeal was frivolous, asserted in bad faith, or pursued for purposes of harassment, the arbitrator shall award the opposing party its attorneys' fees, costs, and expenses and all amounts charged by AAA for the arbitration.
• The arbitrator will follow these Terms and the law. The arbitrator shall not have the authority to commit errors of law or legal reasoning. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that individual party's claim. The arbitrator may not award relief for or against anyone who is not a party, though the individual relief awarded by the arbitrator may incidentally affect non-parties.
• You or Walmart may appeal an arbitration award that manifestly disregards the law by filing a notice of appeal with the AAA within 30 days after an award is rendered and delivered to the parties. The appeal shall be heard by a single arbitrator unless the parties agree to a multi-arbitrator appellate panel. The arbitrator(s) assigned to the appeal shall be selected by agreement of the parties from among those on the AAA Appellate Panel. If the parties are unable to agree, AAA shall appoint the arbitrator(s) from among those on the AAA Appellate Panel. An arbitrator who previously presided over any aspect of a case shall be ineligible from serving as an appellate arbitrator in that same case. The appeal, including briefing, shall be conducted pursuant to the parties' agreement or the appellate arbitrator(s)' orders if the parties are unable to agree.

6. Process for Arbitration Bellwether Demands.

If twenty-five (25) or more Demands for arbitration of a dispute or claim subject to the Arbitration Agreement are initiated (i) that involve common questions of law or fact and (ii) where the initiating parties are represented by the same law firm, the same group of coordinated law firms, or the same representative, then such Demands shall be coordinated pursuant to this paragraph. The group of claimants and group of respondents shall each select five (5) Demands, for a total of ten (10), to be filed with AAA (collectively the "Bellwether Demands). Each of the Bellwether Demands shall be assigned by AAA to a different arbitrator chosen from its national roster. After ninety (90) days from the date all Bellwether Demands have been arbitrated and any appeals exhausted, any remaining Demands subject to this paragraph may be filed with AAA. The AAA Supplementary Rules for Multiple Case Filings shall apply to the extent they are not inconsistent with this paragraph. Notwithstanding any other provision in the Terms, You and Walmart agree that a court of competent jurisdiction shall have authority to enforce the terms of this paragraph with injunctive or other relief.

7. Severability.

If (i) any dispute or claim subject to the Arbitration Agreement is filed as a class arbitration, class action, collective action, representative action, or Mass Action and (ii) if the Class Action and Mass Action Waiver is held invalid or unenforceable as to such dispute or claim, then the Arbitration Agreement does not apply to that dispute or claim and such dispute or claim must be brought in a court of competent jurisdiction. If any provision of Section 22 other than the Class Action and Mass Action Waiver is held invalid or unenforceable as to a particular dispute or claim, then such provision shall be severed from the Terms, and the remainder of the Terms shall be enforceable to the maximum extent permitted by law.

8. Applicable Law.

The Federal Arbitration Act ("FAA") governs the interpretation and enforcement of Section 22 of these Terms. If the FAA is found not to apply to any portion of Section 22 of these Terms, then the applicable laws of the State of Arkansas shall apply without regard to choice-of-law principles.

23. Miscellaneous

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

24. Publicity

You shall not create, publish, distribute, make or permit any public announcement of this Agreement or the relationship contemplated hereunder, (including, but not limited to, any press release, client list, screen shot, advertisement or any promotional material) without first submitting such material to us and receiving our written approval, which we may withhold in our sole discretion.

25. Confidentiality

Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information and materials made available by or on behalf of Walmart hereunder and/or otherwise arising from or in connection with the Program that is not generally known or available to the public through a source or sources other than you or your affiliates, or that you should reasonably know or assume is confidential, including, without limitation, the terms of this Agreement, our business and financial information, our customer lists, customer information, and customer purchase history, and our pricing and sales information ("Confidential Information"), shall be and remain the property of Walmart. You agree and acknowledge on your behalf and on behalf of all your representatives that they shall have no proprietary interest in any of the Confidential Information, and will not disclose, communicate or publish the Confidential Information to any person or entity, nor use, except as authorized by this Agreement or otherwise in writing by Walmart, any of the Confidential Information that you or your representatives produce, receive, acquire or obtain. You shall take (and cause all your representatives to take) all necessary steps to ensure that the Confidential Information is securely maintained.

Notwithstanding the foregoing, you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process, upon written notification to Walmart. In the event anyone in possession of Confidential Information becomes legally compelled to disclose any of the Confidential Information, you shall provide us with prompt notice thereof and shall not divulge any information until Walmart (or its designees) has had the opportunity to seek a protective order or other appropriate remedy to curtail such disclosure. If such actions by Walmart(or its designees) are unsuccessful, or Walmart (or its designees) otherwise waives the right to seek such remedies, you or your relevant representative shall disclose only that portion of the Confidential Information which it is legally required to disclose.

Exhibit A - Trademark Requirements

These requirements apply to your use of the Walmart name and logos, and other trademarks and service marks belonging to Walmart (the "Trademarks") in any content relating to this Agreement.

1. You may not modify the Trademarks in any manner. For example, you may not: Translate or transliterate the Trademarks; Substitute images for words or other descriptions; Combine the Trademarks with your name or your marks; Add any words, symbols, numbers, spaces, punctuation, devices, designs, images, or other matter to any Trademarks; Abbreviate or delete any words, symbols, numbers, spaces, punctuation, devices, designs, images, or other matter from any Trademarks; Make singular Trademarks plural or plural Trademarks singular; Insert the Trademarks into a tagline or slogan; or Misspell the Trademarks.
2. You may use the Trademarks only for purposes expressly authorized by us and in furtherance of your participation in the Program.
3. You may not display the Trademarks in any manner that falsely implies a relationship between you, your website, your business, your goods, your services, your commercial activities, those of a third party, or a third party itself and Walmart or its goods, services, and commercial activities. This prohibition does not include use of the Trademarks to accurately indicate your involvement in the Program, but it does include uses of the Trademarks that imply any affiliation, connection, association, sponsorship, approval, certification, or endorsement where there is no such relationship.
4. You may only use the Trademarks in a manner that is less prominent than your own trade name or trademarks.
5. You may only display the Trademarks in a positive manner. You may not use the Trademarks to depict or refer to Walmart or any third party, their products, their services, or their commercial activities in a negative way. This prohibition applies to uses that associate the Trademarks with—or use the Trademarks in proximity to— any vulgar, obscene, indecent, sexually explicit, immoral, scandalous, defamatory, disparaging, or unlawful activities or content as well as any activities or content that tends to shock, insult, or offend the broader community or any identifiable class or group of people. You may not use the Trademarks to disparage Walmart, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our goodwill in the Trademarks.
6. You may not use any trademarks or other designations that are confusingly similar to any trademarks that Walmart owns.
7. Some Walmart Trademarks consist of only words and do not feature any particular stylization, such as a specific font, typeface, or color (collectively "Word Marks" and each a "Word Mark"). Word Marks may only be used in the context of other text, such as within advertising copy, if they are shown in a manner that differentiates them from that text by showing the Word Marks in: Title Case (i.e. capitalizing the first letter in each word); ALL CAPITAL CASE; Bold Font; or Some other visually distinct style.
8. You may only use Word Marks in enclosing text as adjectives accompanied by an appropriate generic noun that refers to the relevant product or service, except that you may use Word Marks as a noun to refer to a relevant Walmart entity or business. For example, you may use the WALMART trademark to refer accurately to Walmart Inc. You may never use any Trademark as a verb, adverb, or in a manner that suggests it has a common, descriptive, or generic meaning.
9. Some Walmart Trademarks feature stylization (including a particular font, typeface, or color) or include a device, design, or other image (all collectively "Logos" and each a "Logo"). You may only use Walmart's Logos consistent with Walmart's requirements concerning minimum size, minimum spacing, and color, which are explained in greater detail on Walmart Brand Center at https://walmartbrandcenter.lingoapp.com/k/Walmart-brand-guide-d9ADY3.
10. You may not use the Logos on a background color into which they blend, in whole or in part.
11. You may not use the Logos within enclosing text or in the middle of a phrase or sentence.
12. You may not modify, distort, rotate, animate, or alter the Logos in any manner and may only use the Logos in the form, orientation, and colors supplied by Walmart. If you change the overall size of the Logos, all elements of the Logos must change in size proportionately.
13. You may not incorporate the Logos into any texture, repeating pattern, or motif.
14. You may not use the Logos, including without limitation its "Spark Design, as a letter or as punctuation in any word or phrase.
15. You may not display the Logos in a manner that overlaps the Logo with any shapes, images, photographs, or other trademarks.
16. You may not place the Trademarks adjacent to competitive brands, including prohibitions against objectionable material and websites.
17. You must include trademark notices and disclaimers as requested by Walmart
18. You acknowledge and agree that all rights, title, and license in and to the Trademarks are our exclusive property, and all goodwill generated through your use of the Trademarks will inure solely to our benefit.
19. YOU MAY NOT USE THE TRADEMARKED NAMES, WALMART, WALMART, WALMART.COM, WALMART STORES, OR ANY VARIATIONS OR MISSPELLINGS THEREOF, IN ANY UNAUTHORIZED MANNER, INCLUDING, WITHOUT LIMITATION, IN KEYWORD BIDDING ON SEARCH ENGINES, IN METATAGS, OR TO DIRECT TRAFFIC TO ANY WEBSITE OTHER THAN OUR SITE, IN HIDDEN TEXT OR SOURCE CODE, IN YOUR EMAIL ADDRESS, IN ANY APP NAME OR SOFTWARE TITLE, IN THE NAME OF ANY PRODUCT, SERVICE, OR COMMERCIAL ACTIVITY, IN THE TITLE OF ANY BOOK, FILM , MAGAZINE, WEBSITE, INTERACTIVE EMDIA, OR OTHER EXPRESSIVE CONTENT, OR IN YOUR DOMAIN NAME, SUBDOMAIN, OR ANY OTHER PART OF YOUR UNIVERSAL RECORD LOCATOR.
20. On any Pay Per Click Search Engines (PPCSEs) or other paid search advertising platforms:

    (a) You may not bid on any keyword where such keyword is one of our Trademarks or any variation or misspelling of one of our Trademarks (see the non-exclusive list of examples set forth below), except as expressly provided below. Further, you may not bid on any word or term that is confusingly similar to any of our Trademarks standing alone. You may, however, bid on keyword strings that incorporate our Trademarks (e.g., "Walmart.com Electronics", "Walmart Toys"); provided, however, that such permissible keyword strings must be used in a manner that directs traffic only to our Site. You may not bid on keywords strings that contain the terms "Rollbacks" or "Advertised Values".

    (b) You may not bid on any keyword that is one of our competitors' trademarks (or a derivation of a competitor's trademark), or any other word or term that is likely to cause confusion regarding its affiliation with the competitor.

21. You may not employ any "fat finger" domains or typosquatters redirecting web traffic to your website. A typosquatter for "fat finger" domain is any domain that amounts to misspellings of any registered or unregistered Trademarks.
22. You may not bid on restricted manufacturer brand terms, including but not limited to "MagicJack", or any derivatives thereof that are likely to cause confusion regarding its affiliation with Walmart, its affiliates or you, in any paid search.
23. You may not use the Trademarks alongside or in conjunction with the following terms: "percent (%) off", "sale", or "coupons".
24. You may not use Walmart's or its vendors or suppliers' logos, trade names, trademarks, graphic images, product images, product references and similar identifying material unless expressly and specifically provided by Walmart for use in the Program, unless used within a keyword string (i.e. Hanes T-Shirts).
25. The list below sets forth examples of impermissible keywords, "fat-finger" domains, and variations of Trademarks that you may not bid on. The list is for example purposes only and is not a complete list of prohibited words which infringe a Trademark, and therefore violate a term of this Agreement.

Exhibit B - Networks & Sub-Affiliates

These requirements apply to your use of the Program as a Network. A "Network" is defined as any affiliate that operates one or more websites as sub-affiliates through one (1) Application to the Program.

26. You agree to all the terms and conditions of this Agreement, including all attached Exhibits, on behalf of all sub-affiliates operating under the Network and are responsible for any action or inaction by such sub-affiliates.
27. You must seek prior written approval from Walmart before choosing to operate as a Network. Such requests must be made in writing and emailed to the Affiliate Program Manager at affiliates-help-ext@wal-mart.com.
28. You must provide to Walmart a list of all sub-affiliates working within your Network within twenty-four (24) hours of any request from Walmart.
29. Any violation of this Agreement by any sub-affiliate may result in immediate termination of the entire Network from the Program.

Exhibit C - RSS Feeds

Walmart offers free RSS (Really Simple Syndication) feeds for personal, noncommercial use. Any other uses, including without limitation the incorporation of advertising into or the placement of advertising associated with or targeted towards the content of our RSS feeds, are prohibited. You must use the RSS feeds as provided by Walmart, and you may not edit or modify the text, content or links supplied by Walmart. You must always have the most current RSS feed visible. The RSS feeds may be used only with those platforms from which a working link is made available that, when accessed, takes the viewer directly to the display of the full product offer on Walmart.com. Any display of the content of the RSS feeds must permit successful linking to, redirection to or delivery of the applicable Walmart.com web page. You may not insert any intermediate page, splash page or other content between the RSS link and the applicable Walmart.com web page. Walmart.com retains all ownership and rights in the content of our RSS feeds. Walmart.com reserves the right to discontinue providing any or all of the RSS feeds at any time and to require you to cease displaying, distributing or otherwise using any or all of the RSS feeds for any reason including, without limitation, your violation of any provision of this Agreement.