SKYLOCAL LEGAL

Partner Network Terms

Effective August 5, 2026 · Operational draft pending final counsel review

Important: This document is an operational contract draft. Participation may also require an executed insertion order, campaign schedule or partner agreement.

1. Scope and order of precedence

These Partner Network Terms apply to approved traffic sellers, traffic buyers and other participants. Each campaign may have an insertion order, campaign schedule or platform rules. In a conflict, the signed insertion order controls, followed by these Terms, the Acceptable Use Policy and website terms.

2. Admission and verification

Participation is invitation-based and subject to continuing business, identity, compliance, financial and technical review. Partner must disclose its legal entity, beneficial ownership when requested, traffic sources, sub-publishers, acquisition methods and material regulatory history. Approval is not transferable.

3. Traffic seller obligations

A traffic seller may deliver only traffic expressly approved for the campaign and must comply with targeting, hours, caps, creative, disclosures, qualification criteria and consent requirements. No sub-publisher or material source change is permitted without written approval. A seller must not guarantee acceptance or misstate the buyer, offer or consumer outcome.

4. Buyer obligations

A buyer must maintain accurate bids, targeting, hours, capacity, call destinations and acceptance criteria; answer and handle interactions professionally; honor accepted transactions; provide timely dispositions; safeguard consumer data; and use it only for the approved purpose. Buyer may not circumvent SkyLocal to transact directly with an introduced partner during the restricted period stated in its order.

5. Routing and transaction determination

SkyLocal may route using eligibility, bid, quality, capacity, pacing, geography, compliance, predicted performance and other network signals. The highest price does not guarantee routing. SkyLocal’s transaction records control absent clear evidence of material error. Calls may be recorded and analyzed where legally permitted.

6. Pricing, billing and payment

Prices, payable events, minimum durations, qualification standards, reconciliation periods, invoicing and payment terms are stated in the applicable order. Taxes are excluded unless stated. SkyLocal may offset credits, disputes, refunds, chargebacks and invalid traffic. Publisher payment may be conditioned on buyer payment only when the applicable order expressly says so.

7. Invalid traffic and disputes

Nonpayable events may include duplicates, fraud, prohibited sources, calls outside targeting, test traffic, manipulation, missing consent evidence, material misrepresentation and interactions failing agreed qualification rules. Disputes must include transaction-level evidence and be submitted within the period in the order; otherwise records are deemed accepted.

8. Compliance and audit

Partner will comply with advertising, privacy, telemarketing, call-recording, consumer-protection and industry-specific law. Partner will maintain auditable records and produce them promptly. SkyLocal may review creatives, landing pages, scripts, recordings, vendors and evidence, but review does not transfer Partner’s legal responsibility.

9. Data rights and restrictions

Each party may process transaction data only to perform the campaign, comply with law, prevent fraud and resolve disputes. Consumer data may not be resold, repurposed, combined for unrelated marketing or retained beyond authorized purposes. SkyLocal may use aggregated and de-identified information to operate, benchmark and improve the network.

10. Confidentiality; non-circumvention

Network identities, introductions, pricing, routing, campaign criteria and performance data are confidential. Unless an order provides another period, Partner will not knowingly bypass SkyLocal to transact directly with a party first introduced through the network during participation and for twelve months afterward.

11. Suspension and termination

SkyLocal may immediately cap, suspend or terminate activity for suspected fraud, consumer harm, legal risk, security risk, nonpayment, material quality deterioration or breach. Otherwise, either party may terminate as provided in its order. Accrued rights and obligations concerning payment, confidentiality, data, indemnity and disputes survive.

12. Warranties, indemnity and liability

Each partner warrants authority, legal compliance, accuracy and necessary rights and consents. Partner will defend and indemnify SkyLocal for claims arising from its traffic, handling, data, creatives, sub-partners, legal violations or breach. Except for payment, confidentiality, misuse, fraud, indemnity and violations that cannot be limited by law, neither party is liable for consequential damages; SkyLocal’s aggregate liability is capped at fees retained by SkyLocal from that partner during the three months preceding the event.

13. General

The final executed agreement will specify governing law, venue or arbitration, notices and entity details. Partner may not assign without consent. The relationship is between independent contractors; no agency, franchise, fiduciary or employment relationship is created. Questions and notices may be initiated at hello@skylocal.com.