Thank you for your interest in the Barstool Sports Affiliate Program (the “Affiliate Program”).  This agreement (“the Agreement”) is made by and between Barstool Sports, Inc. (hereinafter “Company”), a corporation organized and existing under the laws of the state of Delaware, with its principal place of business located at 333 7th Ave., New York, NY 10001 and the affiliate whose information has been provided (hereinafter “Affiliate”) and will be deemed effective on the date the Affiliate applies for the program.

In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:

1. This Agreement may be executed online by submitting the applicable information and clicking the apply button. Clicking said button has the same force and effect as signing the Agreement by hand. Affiliate should not click the “Apply” button unless Affiliate has read, understood and agreed to every provision in this Agreement and its attachments, schedules and exhibits.
2. Affiliate acknowledges that Affiliate will not be able to participate in the Affiliate Program unless and until the Company accepts Affiliate’s application. Company may reject an application if it is determined (in Company’s sole discretion) that Affiliate’s website is unsuitable for the Affiliate Program. If Company accepts an application and Affiliate’s website is thereafter determined (in Company’s sole discretion) to be unsuitable for the Affiliate Program, Company may terminate this Agreement.
3. It is the goal of Company to uphold the highest possible ethical standards. This goal applies to Company’s relationship with its Affiliates as well as its relationship between Affiliates and the public.  The Terms of Service attached hereto as Schedule A were created to set a minimum threshold, but they are no substitute for Affiliate’s own investigation of the law as well as Affiliate’s own sense of what is right and wrong.  If there is ever any doubt, Affiliates should err on the side of not taking the questionable action.  Affiliates are asked to go above and beyond the requirements of this Agreement and the Terms of Service to ensure that they maintain the highest level of integrity.  Company is proud of the hardworking, honest and dedicated Affiliates that serve on behalf of Company.

1. NON-EXCLUSIVE INDEPENDENT CONTRACTOR RELATIONSHIP

   This is a non-exclusive independent contractor agreement.  Affiliate is free to work (as an employee, agent, independent contractor or owner) for any other company or individual.  Company welcomes competition, and does not object or in any way restrict your ability to market for any other company, including a competitor, so long as Affiliate observes the terms of this Agreement, including the non-disclosure and non-solicitation provisions.  Affiliate acknowledges that Company may work with other affiliates.

2. LEAD GENERATION AND MARKETING
   1. Once accepted to the Affiliate Program, Affiliates are compensated for generating purchases of Company’s products and services through the Company’s website store.barstoolsports.com, shop.oldrow.net, and roughnrowdybrawl.com (the “Company Websites”) by incorporating “Links” into the Affiliate’s sites or offers that are associated with their unique Affiliate campaign ID. “Links” include the graphic and textual links, hyperlinks, lead capture forms, swipe files, text ads, and banner ads linked to Company’s Websites that Company will make available to the Affiliate directly or through other means such as the Affiliate Program webpage, dashboard or app (the “Affiliate Page”). All Links are tracked by placing a cookie or other tracking technology on the user’s web browser. 
   2. It is the sole responsibility of the Affiliate to properly implement, test and fix (if necessary) Links on its sites or offers. It is not the responsibility or liability of Company to ensure that Links are working correctly.  If the Affiliate does not properly implement the Links, the Affiliate will not be able to generate leads or purchases for Company.
   3. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Affiliate is not allowed to post any refunds, credits or discounts, or other content concerning Company, unless Company has given its written permission in each instance. Affiliates may only use coupons, rebates, incentives and discounts that are provided exclusively through the Affiliate Program using banners and links. Any violations of the terms surrounding links, coupons, rebates, incentives, credits or discounts shall constitute a material breach of this Agreement, and may result in termination from the Affiliate Program or withholding of Commissions.
   4. Affiliate acknowledges that, by participating in the Affiliate Program and placing any of the Links within offers or sites, Company may receive information from or about visitors to Affiliate’s site. Affiliate’s participation in Affiliate Program constitutes specific and unconditional consent and authorization for Company to access, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Company Privacy Policy.
   5. The Affiliate consents to the Company monitoring the Affiliate’s sites or offers to determine continued compliance with this Agreement.
3. TRADEMARKS AND COPYRIGHTS
   1. In addition to and/or as part of the Links, Company will make available to the Affiliate certain trademarks, slogans, images, and advertising materials owned by Company (“Company IP”). The Affiliate will have a non-exclusive, limited term license to use the Company IP solely with their efforts hereunder and solely in accordance with the terms of this Agreement.  Affiliate may only use Company IP provided to Affiliate or expressly made available to Affiliate for the purposes hereunder through the Affiliate Page.  Affiliate may make no other use of the Company IP or of any domain names, social media handles or trademarks using words that are identical, similar or related to the Company IP.  Company retains any and all rights in and to the Company IP.
   2. The Affiliate agrees not to take any action that is contrary to or inconsistent with the Company’s rights to the Company IP. The Affiliate will not use the Company IP in any way that is damaging, defamatory, disparaging, derogatory, or negative to the Company or that paints the Company in a false or negative light.  The same applies to the intellectual property of Company’s competitors. 
   3. The Company may revoke the limited license to the Company IP granted hereunder at any time in writing to the Affiliate. Upon termination or revocation, the Affiliate agrees to immediately cease from any use of Company IP.  In addition, all licenses, grants and rights created by this section of the Agreement shall immediately terminate upon termination of the Affiliate's participation in the Affiliate Program.  At such time, Affiliate is required to immediately remove from Affiliate's website, offers and marketing materials all references to Company, all Company materials and all Company IP.
4. ORDER PROCESSING

   Company will process orders placed by Referred Customers who follow the Links from Affiliate materials to any of the Company Websites. Company reserves the right, in its sole discretion, to reject orders that do not comply with certain requirements that it may establish from time to time. All aspects of order processing and fulfillment, including cancellation, processing, refunds and payment processing will be Company’s responsibility. Company will track the Qualified Purchases (as defined below) generated by Affiliate’s activities in order to determine Affiliate’s compensation. To permit accurate tracking, reporting, and Commission accrual, Affiliate must ensure that the Links between its website and the Company Websites are properly formatted

5. COMPENSATION
   1. Subject to the terms of this Agreement, Company will pay Affiliate the Commission on each Qualified Purchase by a Referred Customer which occurs during the month for which such Commission is being calculated.
   2. The “Commission” shall be that commission described in the offer made by Company either directly to Affiliate or through other means such as the Affiliate Program webpage, dashboard or app.
   3. “Qualified Purchases” are only those purchases that are tracked through the Affiliate campaign ID (as embedded in a Link) and indicate the Affiliate’s campaign ID as the source of the purchase. Any purchases that are later returned or refunded shall not be deemed Qualified Purchases.
   4. “Referred Customer” means each new and unique customer referred from Affiliate through a Link.
   5. The Company reserves the right to change and amend the Commission rate structure at any time, in the Company’s sole discretion with proper notice to the Affiliate.
   6. The Company will pay Commission only upon collection of funds by the Referred Customer for said purchase. Commissions will be processed approximately 15 to 30 days after the end of the month in which they accrued.  The Company does not guarantee an exact date of calculations for Commissions or payments. 
   7. All payments will be made electronically via PayPal. 
6. FTC ENDORSEMENT COMPLIANCE
   1. It is the intent of Company to treat our customers fairly and to comply fully with all Federal Trade Commission’s regulations related to advertising and endorsements. As such, Company requires its affiliates to comply with these regulations. This includes, but is not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser (in this case Company) must prominently disclose the fact financial or in-kind compensation is provided from the advertiser. Affiliates are advised to seek and obtain their own legal advice on how these rules apply to their websites or other promotional activities for which they receive compensation.
   2. Company reserves the right to withhold Commissions and cancel the affiliate relationship with any Affiliate should Company determine, at its discretion, that an Affiliate is not in compliance with this provision.
7. IMPERMISSIBLE MARKETING TECHNIQUES

   Affiliates are expected to act at all times with the highest level of integrity.  Violations of this Agreement or the Terms of Service are not permitted, nor are violations of the rules, laws and regulations applicable to Affiliate.  Affiliate is expressly prohibited from using sites or offers containing content that is not acceptable to Company or is inconsistent with the image of the Company, or sites or offers containing any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicting sexual situations, promoting discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or containing any material that appears to the Company to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party. Affiliate may not violate the terms of service of any third party site such as Facebook, Instagram or Twitter.  Affiliate may not offer any contests or sweepstakes related to Company without Company’s prior written approval.

8. CORRECTIVE ACTIONS

   In the event that Company learns of a possible violation of the terms of this Agreement or Terms of Service by Affiliate, Company may initiate an investigation.  Company’s determination regarding this investigation will be final and binding on Affiliate.  An investigation may be initiated as the result of an external complaint or Company’s internal monitoring procedures.  Affiliate agrees to cooperate fully with any such investigation and to abide by the findings.  Affiliate acknowledges that Company may take whatever corrective actions it deems fit, including: 1) recommending changes to the Affiliate’s marketing materials, 2) adjusting, withholding or canceling Commissions or Commission rates, 3) suspending Affiliate; or 4) termination of the Affiliate’s relationship with Company. 

9. APPROVAL OR REMOVAL OF AFFILIATE

   The Company reserves the right to approve, disapprove or remove ANY Affiliate at any time in its sole and absolute discretion. The proposed Affiliate will have no legal recourse against the Company for removal from the Affiliate Program.  Without limiting the foregoing, Affiliates who have generated no revenue for six months will be considered inactive and may, at Company’s discretion, be removed from the Affiliate Program.  After six months with no revenue, an Affiliate’s relationship with Company shall automatically terminate and Affiliate shall no longer be a member of the Affiliate Program.  In addition, an Affiliate may be immediately terminated if found to have violated the terms of this Agreement or the Terms of Service.  Affiliate agrees that any person logging into Company's system by using the Affiliate’s password is authorized to do so by Affiliate and that Affiliate will be responsible for the actions of any such person regardless of whether or not they exceed their authority.

10. FINANCIAL RESPONSIBILITIES

    The Affiliate will be fully responsible for all costs and expenses of maintaining and marketing their sites and offers for the Affiliate Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Affiliate’s sites and offers, costs of search engine placement and other internet marketing, costs of marketing the Company into its sites, off line marketing costs, postage costs, and all other costs and expenses, and the Affiliate hereby holds the Company harmless for or against the same.

11. NO REPRESENTATIONS REGARDING INCOME POTENTIAL

    The Company makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Affiliate’s campaigns and offers.

12. ANTI- SPAM POLICY

    Affiliate shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM") without prior written consent from Company for each and every day when any bulk mailing will occur. Company, in its sole discretion, reserves the right to reject each and every e-mail mailing. Additionally, Affiliates may only send e-mails containing a Company Link and/or a message regarding Company or the Affiliate Program to person(s) who have been previously contacted and whom consented to the fact that the Affiliate will be sending an e-mail containing Company information or information about the Affiliate Program. Failure by an Affiliate to abide by this section, CAN-SPAM Act of 2003 or Company’s Anti-Spam Policy, in any manner, will be deemed a material breach of this Agreement and foreclose any and all rights the Affiliate may have to any Commissions.

13. CUSTOMER SERVICE

    The Company will be responsible for handling all Referred Customer inquiries, purchases, billing, collection, and product shipments.  Pricing of the Company’s products and services is totally within the Company’s discretion and the Company reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Affiliate or users accessing the Company’s site. 

14. REPRESENTATIONS AND WARRANTIES

    The Affiliate hereby represents and warrants to the Company that (a) Affiliate has the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement; (b) the entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals; (c) the Affiliate’s entry of this Agreement is not prohibited by the terms of any document, not contrary to any law, rule or regulations, and is not in violation of any court or administrative order; (d) Affiliate will at all times comply with the terms of this Agreement, the Terms of Service, and all applicable laws, rules and regulations; and (e) each Referred Customer and each Qualifying Purchase referred or submitted by Affiliate to Company, is or will be valid, genuine, unique and not fraudulent and meets the criteria for generating a Commission as provided in this Agreement.

15. TERM
    1. The effectiveness of this Agreement shall not commence until the Affiliate is accepted by the Company into the Affiliate Program (or, if invited, the date the Affiliate submits the required information). The effectiveness hereof and binding effect shall occur upon the acceptance of the Affiliate into the Affiliate Program.  This agreement shall remain in full force and effect until terminated by the Affiliate or by the Company.
    2. Either the Company or the Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with the Agreement. Notices sent hereunder shall be via e-mail to the Affiliate at the e-mail address provided by Affiliate.  Any and all notices to the Affiliate via e-mails at such address shall be deemed to be effective notice to the Affiliate for all purposes.
16. TERMINATION

    The Affiliate will forfeit all right to receive past Commissions that may have accrued to the Affiliate if this Agreement is terminated as a result of the Affiliate’s failure to comply with the terms of this Agreement, the Terms of Service, or any policies and procedure of the Affiliate Program that may be established and amended by the Company in its discretion from time to time.  If this Agreement is terminated for any other reason, the Affiliate will have a right to receive its accrued Commissions through the effective date of termination.  The Company has the right to withhold final Commission payments for sufficient time in order to assure that the amount paid to the Affiliate is accurate and not subject to later adjustment for returns or any other reason.  If following final payment the Company determines that the amount of Commissions that the Affiliate was paid were too high, as a result of subsequent returns or any other adjustment or reason, the Company shall have all legal right to receive a refund of such overpaid Commission from the Affiliate.

17. MODIFICATIONS

    The Company reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement upon notice to the Affiliate.  Notice of any changes may be given via e-mail to the Affiliate, by posting the modifications on the Affiliate Page, or by requiring Affiliate to click on a button agreeing to a modification during the process of logging in to Company’s system (which shall have the same force and effect as a hand signature).  By referring any Referred Customers, the Affiliate will be deemed to have accepted any such modifications. 

18. LIABILITIES
    1. THE COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM THE RECIPIENT’S WEBSITE. FURTHERMORE, THE COMPANY SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE AFFILIATE PROGRAM, THE AFFILIATE PARTICIPATION IN THE AFFILIATE PROGRAM, THE AFFILIATE’S ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON- INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE COMPANY’S COURSE OF DEALING OR USAGE OF TRADE.  THE COMPANY DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS AFFILIATE’S CAMPAIGN ID TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
    2. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOST PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER THE COMPANY WAS OR HAS BEEN ADVISED OF THE POSSIBILITY OF THE CLAIM AND/OR DAMAGES AND TOOK NO ACTION TO PREVENT SAME.
    3. Without limiting the forgoing, the Company’s total liability for any damages arising hereunder shall never exceed the total Commission paid and payable by the Company to the Affiliate in the twelve (12) months preceding the date the liability arose.
19. CONFIDENTIALITY

    Each of the parties here to agrees that all non-public information of each party including, without limitation, the terms of this Agreement, business and financial information, vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized or disclosed for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (i) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (ii) to its accountants, attorneys, or other agents on a confidential basis, and (iii) otherwise as required by applicable law, rule, regulation, or legal process.

20. INDEMNIFICATION AND WARRANTIES

    The Affiliate hereby agrees to defend, indemnify and hold the Company, and all of its stockholders, officers, directors, employees, contractors, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demand, settlements, including all costs and attorney fees related thereto, that the Company may incur arising in whole or in part from Affiliate’s breach of this Agreement, or Affiliate’s representations and warranties hereunder, or otherwise from the content of the Affiliate’s sites or offers.

21. AGREEMENT TO PERSONAL JURISDICTION

    Affiliate agrees to personal jurisdiction in the State of New York and the United States as to any claims arising from Affiliate’s participation in the Affiliate Program (or related claims).

22. GOVERNING LAW

    This Agreement shall be interpreted under the laws of the State of New York.  Any and all legal actions relative hereto shall be in the courts Located in New York, New York applicable to contracts made and fully performed therein and such courts shall have exclusive jurisdiction of all suits and proceedings arising out of or in connection with this agreement.  Both parties hereby submit to the jurisdiction of said courts for purposes of any such suit or proceeding, and waive any claim that any such forum is an inconvenient forum.

23. NOTICES

    Notices to the Company shall be by certified mail, return receipt requested addressed to the address contained in this Agreement, or such other address that the Company provides notice of to the Affiliate via e-mail or by posting the same on the Affiliate Page.  Notices to the Affiliate shall be by e-mail addressed to the e-mail address that the Affiliate provided to the Company or by posting such notices on the Affiliate Page.  It shall be the Affiliate’s responsibility to check the Affiliate Page periodically to monitor all notices set forth thereon.

24. ASSIGNMENT

    This Agreement is only for the benefit of the Affiliate.  The Affiliate shall not have the right to assign this Agreement or any benefits or obligation hereunder to any party or legal entity.  Any attempted assignment shall be void.

25. ENTIRE AGREEMENT

    This Agreement (including its schedules, attachments and exhibits) sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof.  This Agreement may only be amended by a writing signed by authorized representative of each of the parties, except as otherwise set forth herein.  Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.

    If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.

1. Slanderous Promotion: Affiliate cannot slander, smear, defame or disparage any competitors, company or individual entity to market Company; there is a zero tolerance policy on this type of behavior and if Affiliate is caught and does not correct their behavior they may be immediately and permanently removed from the Affiliate Program and past Commission payments will be reclaimed.  Affiliates are prohibited from using slanderous words or words that are meant to mislead the customer into thinking the affiliate site or company is the same as Company in ad copy when referring to Company, our products, our services and our competitors. 
2. Domain Names: All domain names used by Affiliates in connection with the Affiliate Program must be registered in the name of the Affiliate.  Anonymous registrations are not allowed.
3. Forbidden Promotions: Affiliates must not make any statements that are false or misleading, or otherwise violate any law or regulation applicable to them in connection with their services under this Agreement.  A non-exclusive list of forbidden practices is: i. any statement of fact that is false or misleading; ii. any statement of opinion that you do not truly believe and that is not supported by fact; iii. any false persona, including false statements about your background or pictures that purport to be you or someone affiliated with the site which are in fact of someone else; iv. any links that send the lead to an unexpected destination such as links containing one company’s name, logo or trademark that send the lead to another company or individual; v. promises, representations or predictions that you are not authorized to make; and vi. false statements about your background, motivation or qualifications.
4. Identity Confusion: Affiliates must not design websites, promotions, or emails which create the impression that they have been created by Company or are in any way endorsed by us.  Affiliates must not represent themselves as us, or cause identity confusion by making websites or promotions that look like us.  The aforementioned applies to competitors, companies and individual entities. Affiliate cannot use or cause to be used any competitor’s name in their text ads, banner ads and or display ads promoting Company. If an affiliate is using paid advertising to promote Company on a search engine they are absolutely forbidden to use dynamic keyword insertion in ad copy when bidding on key terms. If you are caught using a competitor’s name in text ads, banner ads or display ads you could face permanent removal from the Company affiliate program and have all past Commissions recalled.
5. Celebrity Endorsements: Affiliates are forbidden to use the image and likeness of celebrity endorsements for Company without Company’s prior, written approval.  Affiliates must not use the aforementioned in display ads, text ads and or any type of marketing or promotional material for Company whether it be online or offline. 
6. Disclosure Needed: All websites/blogs used in connection with the Affiliate Program must contain proper disclosures required under the FTC Endorsement Guidelines.