Walmart Operating Agreement for Affiliate Network

This Walmart Operating Agreement for Affiliate Network, including all exhibits and attachments hereto and incorporated herein by reference (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.

1. Enrollment in the Program

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 reapply to the Program at any time; however, you should not and may not link to our Site unless you are approved for the Program.

As a member of the Affiliate 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 provides Walmart affiliates with a simple interface to track all their sales, impressions, click-throughs and commissions. Creating an Impact Radius account 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 that are subject to the terms and conditions of this Agreement. A "Qualifying Link" is a link from an Affiliate Website to our Site using one of the URLs or graphic links provided by Walmart, the Impact Radius 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 10 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. You agree that when displaying Qualifying Links on the Website there will be a clear and conspicuous disclosure that it is an advertisement placed near enough to such Qualifying Links so as to fully disclose such status. For more information on disclosure requirements, see Section 3(c) below. Walmart reserves the right to take immediate steps should you not comply with this requirement, including but not limited to the suspension or termination of this Agreement and 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 Impact Radius platform, and you will substitute such content with any new Licensed Materials provided by us or the Impact Radius platform from time to time as directed by Walmart. A web widget that is preapproved 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 Referral Fees (as defined below) that you may be eligible to receive on sales of Qualifying Products (as defined below) generated through your participation in the Program.

Only Qualifying Links may be used to link an Affiliate Website to areas within our Site. 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 fall into 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 9. The position, prominence and nature of 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 Policy 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 Referral 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 periodically may 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 Impact Radius 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 Impact Radius platform and may vary from time to time in our and/or the Impact Radius platform 's reasonable discretion. Walmart is not responsible for any changes to the Impact Radius 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 Referral 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;
• •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:
  • o sexually explicit material;
  • o violence or hate toward any persons or groups, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  • o illegal activities;
  • the use of alcohol, tobacco, or gambling/lottery; o the use of pyramid, "ponzi", or similar investment schemes;
  • o 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;
  • is under construction or not live at the time of Application; or o is non-US based or are websites that primarily serve a non-US based audience.
• 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 made in writing and sent to Walmart, Attn: Affiliate Program Manager, 850 Cherry Ave., San Bruno, CA 94006;
• "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;
• promote, or participate in the promotion of, Walmart.com's Pharmacy (www.walmart.com/pharmacy);
• 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 Referral Fees to or from any website, or otherwise artificially increase Referral Fees, 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 Walmarts 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 Impact Radius'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 promoted on the Sites through a Qualifying Link for resale or commercial use of any kind.

(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 sent to Walmart, Attn: Affiliate Program Manager, 850 Cherry Ave, San Bruno, CA 94046. These prohibitions are in addition to, and not in place of, all prohibitions and restrictions that you are bound to under the Impact Radius Membership Agreement, 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

(c) Prohibitions Regarding Endorsements

The Federal Trade Commission 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 not:

• fail to fully disclose your relationship with Walmart in a clear and conspicuous way;
• fail to ensure that your Endorsements of any Walmart product or service are clearly and conspicuously identified and labeled as "compensated" or "advertisement";
• share an Endorsement made by an organization without such Endorsement having undergone a process sufficient to ensure that the endorsement fairly reflects the collective judgment of such organization;
• In relation to Endorsements from or purporting to be from you or other individuals:
  • use Endorsements that do not 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 misrepresent that the outcome or experience being endorsed is typical;
  • use Endorsements or testimonials to make implied scientific claims unless that implied claim is backed by scientific evidence;
  • 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;
  • use Endorsements from employees of Walmart (except for Walmart Associates who have permission under Spotlight);
  • fail to 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.

You understand that Walmart reserves the right to take immediate steps to ensure that reviews related to its products are not deceptive. Such steps may include requesting that you take down deceptive Endorsements, suspending or terminating this Agreement, or expelling you from the Program.

4. Referral Fees

We will pay you a fee commission, via the Impact Radius platform, on certain product sales to third parties generated from our Site only (“Referral Fees”). For a product sale to generate a Referral Fee, 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 Impact Radius platform for ultimate payment to you, Referral Fees on products that are actually purchased by a customer within the relevant cookie window after the customer has initially entered our Site ("Referral Fee Time") as long as the customer reenters our Site directly during that time (and not through another affiliate link). We will not pay Referral Fees on any products that are purchased on our Site when a customer has re-entered our Site (other than through a Qualifying Link from your website) after the Referral Fee Time, even if the customer previously followed a link from your website to our Site. Referral Fees 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 Referral Fees 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 Referral Fees. Customer Service invoice adjustments and reorders are not eligible to earn Referral Fees. For an up-to-date list of eligible products, please refer to the Impact Radius platform. Products that are entitled to earn Referral Fees under the rules set forth above are referred to herein as "Qualifying Products."

5. Referral Fee Schedule

You will earn Referral Fees 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 Referral Fee Schedule is available to you through the affiliate portal 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 Referral Fee 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 Referral Fee database at any time. Therefore, you acknowledge and agree that we cannot and do not warrant or guarantee that you will be paid a referral fee on any item(s) or that all items eligible for a referral fee will be paid in accordance with the Referral Fee Rates listed on the Affiliate Portal. You acknowledge that in such circumstances, you will accept the Referral Fee Rates and payouts actually paid to you. We reserve the right, at our sole discretion, to change, modify, add or remove portions of this Referral Fee Schedule, at any time, without notice to you. If you have any questions concerning whether a certain item is eligible for a referral fee, please contact affiliates@walmart.com.

6. Referral Fee Payment

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

You are solely responsible for the transmission of your information through the Impact Radius platform and ensuring the security of your Impact Radius username and password. Walmart will 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.

For Walmart Associates Only:

Commissions you earn through this Program will be paid by Walmart’s agent, Impact Radius. However, these payments will be treated as taxable wages. Commissions paid will be added as imputed income to your paycheck and taxes withheld from your regular wages to cover federal and state payroll taxes, including FICA and Medicare taxes. This withholding will lower the amount you receive in your paycheck.

7. 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.

8. Ownership; Limited License; Restrictions

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 “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 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 Impact Radius platform, 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, IP, or Licensed Materials other than the limited license rights contained herein. We reserve all of our rights in the Site, 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.

9. Responsibility for Affiliate Website

You will be solely responsible for the development, operation, and maintenance of your Affiliate Website and for all content that appears on an Affiliate Website. For example, 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 Impact Radius platform;
• 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 Impact Radius 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 Impact Radius 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.

10. Term and Termination

The term of this Agreement will begin upon our acceptance of your Application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by giving us (five) 5 days prior written notice of termination. We may terminate this Agreement immediately at any time, with or without cause, by giving you written notice of termination. Upon termination, all Site related content and links shall be promptly removed from Affiliate Websites. You are only eligible to earn Referral Fees on sales of Qualifying Products occurring during the term, and fees 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 below), 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 Referral Fees due to you and/or your Network, including, without limitation, any Referral Fees 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.

11. 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 Referral Fees, Referral Fee Schedules, 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.

12. 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

13. Representations and Warranties; Indemnification

You represent and warrant:

(a) You have the full right, power and authority to enter into this Agreement, grant the rights granted herein, and fully perform your obligations hereunder;

(b) The Affiliate Website(s), 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; and

(c) 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.

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, subaffiliates, 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.

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.

14. 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 Referral Fees paid to you under this Agreement in the prior twelve (12) months preceding the date the liability first arises.

15. Disclaimers

We make no express or implied warranties or representations with respect to the Program 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 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.

16. 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 WEB SITE. NOTHING HEREIN SHALL OBLIGATE WALMART TO PROVIDE YOU ANY EXCLUSIVE RIGHTS OR BENEFITS, AND YOU UNDERSTAND THAT THIS AGREEMENT IS MADE ON AN EXPRESSLY NONEXCLUSIVE 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.

17. Miscellaneous

This Agreement will be governed by the laws of the United States and the state of Arkansas, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts having jurisdiction and venue in or for Benton County, Arkansas and you irrevocably consent to the jurisdiction of such courts. 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.

18. 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.

19. 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.

Last Updated: May 2022

 

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 use the Trademarks only for purposes expressly authorized by us and in furtherance of your participation in the Program.
2. You may not modify the Trademarks in any manner. For example, you may not change the proportion, color, or font of the Trademarks.
3. You may not display the Trademarks in any manner that implies endorsement of your website or business by Walmart outside of your involvement in the Program.
4. 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 good will in the Trademarks.
5. Each Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and any other graphic or textual image. You may place the Walmart name or logo adjacent to competitive brands, subject to the requirements of this Agreement, including prohibitions against objectionable material and websites.
6. You must include trademark notices and disclaimers as requested by Walmart
7. You must comply with Walmart’s brand guidelines, as updated from time to time.
8. 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.
9. 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, OR IN YOUR DOMAIN NAME OR ANY OTHER PART OF YOUR UNIVERSAL RECORD LOCATOR.
10. 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.
11. 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.
12. 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.
13. You may not use the Trademarks alongside or in conjunction with the following terms: "percent (%) off", "sale", or "coupons".
14. 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).
15. 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.

walmart wallmart wal mart.com walmart stores wall-mart walmart stores walmart,com Walmart.c_om

walmart.com wal-mart.com Walmart.com wal-mart store walmart supercenter super wal mart wall mart.com Walmart.c

wal-mart wall mart Walmart.c walmarts site:www.walmart.com walmart walmart.com. walmart online site:walmart.com

wal mart wallmart.com www.walmart.com www.wal mart.com wal-mart supercenter walmart store wal mart.com -

www.walmart.com www.wallmart.com www.walmart wal mart stores super Walmart walt mart www.wal-mart -

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.

1. 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.
2. You must seek prior written approval from Walmart before choosing to operate as a Network. Such requests must be made in writing and sent to Walmart, Attn: Affiliate Program Manager, 850 Cherry Ave. San Bruno, CA 94066.
3. You must provide to Walmart a list of all sub-affiliates working within your Network within twentyfour (24) hours of any request from Walmart.
4. 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.