Publisher Service Agreement

1. Definitions

The following terms shall have the meanings set forth below throughout this Agreement:

2. Publisher Obligations

2.1 Account Information

Publisher shall maintain accurate, current, and complete account information at all times, including legal business name, contact details, website URLs, tax identification, and payment information. Publisher shall promptly update this information within the publisher portal whenever changes occur.

2.2 Legal Compliance

Publisher shall comply with all applicable laws, regulations, and industry standards in connection with its participation in the Network, including but not limited to:

• The Federal Trade Commission (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), including the requirement to clearly and conspicuously disclose the affiliate relationship to consumers.
• The General Data Protection Regulation (GDPR) for any activities directed at or involving consumers in the European Economic Area.
• The California Consumer Privacy Act (CCPA/CPRA) for activities involving California consumers.
• The CAN-SPAM Act and applicable anti-spam legislation for any email marketing activities.
• All applicable tax laws, including timely filing of required tax forms and payment of taxes on Commission earnings.

2.3 Affiliate Disclosure

Publisher shall clearly and conspicuously disclose to consumers that Publisher may earn a commission from purchases made through its affiliate links. Disclosures must comply with FTC guidelines and be placed in close proximity to affiliate links or endorsements. Hiding disclosures in footers, terms pages, or other locations that are not readily visible to consumers is not sufficient.

2.4 Prohibited Activities

Publisher shall not engage in any of the following activities:

• Cookie stuffing: Setting affiliate tracking cookies on a consumer’s browser without their knowledge or without a genuine click on an affiliate link.
• Click fraud: Generating artificial or fraudulent clicks through bots, automated scripts, click farms, or any other deceptive means.
• Trademark bidding: Bidding on trademarks, brand names, or variations thereof belonging to ICG, Drapier, or any Merchant in paid search advertising (Google Ads, Bing Ads, etc.) without prior written consent.
• Incentivized traffic: Offering monetary compensation, points, rewards, or other incentives to consumers for clicking affiliate links or making purchases, without prior written approval from the Network.
• Coupon and deal sites: Operating or placing affiliate links on coupon, deal, cashback, or loyalty websites or browser extensions. Drapier prohibits coupon and deal site publishers.
• Ad injection: Injecting affiliate links or advertisements into third-party websites, browser toolbars, or extensions without the website owner’s explicit consent.
• Misleading content: Creating false, deceptive, or misleading content about Merchants, their products, pricing, or availability in order to drive clicks or conversions.
• Domain squatting: Registering domain names that are confusingly similar to ICG, Drapier, or Merchant trademarks.

2.5 Content Quality Standards

Publisher shall maintain content quality standards appropriate for a premium luxury fashion performance network. Content that promotes Drapier Merchants should be original, well-written, and presented on professionally maintained properties. The Network reserves the right to request content modifications or remove Publisher from the program if content quality falls below acceptable standards.

2.6 Approved Properties

Publisher may only place affiliate links on properties that have been submitted to and approved by the Network. Adding new promotional properties (websites, apps, social accounts) requires notification to the Network and may require separate approval. The Network reserves the right to revoke approval of any property at any time.

3. Network Obligations

3.1 Platform Access

The Network shall provide Publisher with access to the Drapier publisher dashboard, including tracking link generation, product data feeds, real-time reporting dashboards, and API endpoints, subject to the Network’s operational requirements and scheduled maintenance.

3.2 Tracking and Attribution

The Network shall operate and maintain affiliate tracking infrastructure to accurately track Clicks and attribute Conversions to the appropriate Publisher. The Network uses a combination of cookie-based and server-side tracking to maximize attribution accuracy.

3.3 Commission Processing

The Network shall accurately calculate Commissions based on the rates and terms specified in this Agreement, manage the Commission lifecycle, and process payouts in accordance with the Payment Terms described in Section 5.

3.4 Notice of Changes

The Network shall provide reasonable advance notice of material changes to Commission rates, program terms, or policies that may affect Publisher’s participation. Material changes require a minimum of thirty (30) days’ written notice as described in Section 14.

3.5 Support

The Network shall provide Publisher with reasonable support regarding platform functionality, tracking issues, and commission inquiries via email at hello@drapier.io.

4. Commission Terms

4.1 Commission Model

Drapier operates on a Cost-Per-Order (CPO) commission model. Publisher earns a Commission on each qualifying Conversion attributed to Publisher through the Network’s tracking infrastructure.

4.2 Commission Rate

The Commission rate is a percentage of Margin (sale price minus supply cost), as specified in your publisher dashboard. Rates may vary by product, brand, or publisher tier. The Network reserves the right to adjust rates with reasonable notice.

4.3 Commission Overrides

The Network may apply Commission overrides that adjust the standard rate on a per-publisher, per-brand, or per-category basis. Overrides may increase or decrease the effective Commission rate and are communicated to Publisher through the dashboard or in writing. Override rates take precedence over the standard rate.

4.4 Commission Lifecycle

Each Commission progresses through the following statuses:

4.5 Lock Period

Following order completion and merchant approval, each Commission enters a sixty (60) day Lock Period. During this period, the Commission remains in LOCKED status. This window exists to account for product returns, order cancellations, and fraud investigations. If the underlying order is reversed during the Lock Period, the associated Commission is reversed accordingly.

4.6 Reversals

Commissions may be reversed (reduced to $0.00 or adjusted) under the following circumstances:

• The consumer returns the product and receives a refund from the Merchant. For partial returns on multi-item orders, only the Commission attributable to the returned items is reversed.
• The order is cancelled by the consumer or the Merchant before shipment.
• The order is determined to be fraudulent, including but not limited to orders placed with stolen payment methods, orders generated through prohibited Publisher activities, or orders that are part of a pattern of abuse.
• A chargeback is filed by the consumer against the Merchant for the order.

Reversals that occur after a Commission has been paid will be deducted from future Commission payouts. If no future payouts are due, the Network may invoice the Publisher for the reversed amount.

5. Payment Terms

5.1 Invoice Cycle

The Network operates on a monthly invoicing cycle. At the end of each calendar month, all Commissions that have reached PAYABLE status are aggregated into an invoice. Invoices are generated within the first five (5) business days of the following month.

5.2 Payment Schedule

Payment is made on Net-60 terms from the invoice date. For example, Commissions that become payable during January and are invoiced in early February will be paid by early April.

5.3 Minimum Payout Threshold

The minimum payout amount is $50.00 USD. If the total payable Commission amount for a given invoice period is below $50.00, the amount will carry forward to the next invoicing cycle until the minimum threshold is met.

5.4 Payment Methods

Payments are made via one of the following methods, as selected by the Publisher in the dashboard:

• Bank Transfer (ACH/Wire): Direct deposit to Publisher’s designated bank account. Wire transfer fees, if any, are borne by the Publisher.
• PayPal:Payment to Publisher’s designated PayPal email address. PayPal transaction fees are borne by the Publisher.

5.5 Currency

All Commissions are calculated and paid in United States Dollars (USD). Currency conversion risks for international Publishers are borne by the Publisher.

5.6 Taxes

Publisher is solely responsible for reporting and paying all taxes on Commission earnings, including income tax, value-added tax, goods and services tax, and any other applicable taxes. The Network will report earnings to tax authorities as required by law.

Publisher must provide a valid tax form before the first payout:

• U.S. Publishers: IRS Form W-9 (Request for Taxpayer Identification Number and Certification).
• International Publishers: IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting) or the applicable W-8 series form.

Payouts will be withheld until a valid tax form is received and verified. The Network may be required to withhold taxes on payments to Publishers who have not provided adequate tax documentation.

6. Attribution

6.1 Attribution Model

Drapier uses a 30-day last-click attribution model. A Conversion is attributed to the Publisher whose Click was the most recent within the 30-day Attribution Window preceding the purchase. If multiple Publishers referred the same consumer, only the Publisher with the last Click receives credit for the Conversion.

6.2 Tracking Methods

The Network employs server-side tracking as the primary attribution method, supplemented by first-party cookies set on the Merchant’s domain. Clicks are tracked through the Network’s click handling infrastructure (302 redirect), which records the Click event on the server and sets attribution cookies on the consumer’s browser.

6.3 Click Origin Requirements

For a Click to be eligible for attribution, it must originate from one of Publisher’s Approved Properties. Clicks originating from non-approved properties, or from sources that cannot be verified, may be invalidated at the Network’s discretion.

6.4 Attribution Disputes

If Publisher believes a Conversion was incorrectly attributed or missed, Publisher may submit a dispute through the dashboard or by email within sixty (60) days of the transaction date. The Network will investigate the dispute and make a determination within thirty (30) days. The Network’s tracking records shall be the definitive source for attribution decisions.

7. Intellectual Property

7.1 Network Trademarks

The Network grants Publisher a limited, non-exclusive, revocable, non-transferable license to use the Drapier name, logo, and approved brand assets solely for the purpose of promoting Merchant products on Publisher’s Approved Properties. This license does not extend to any use that implies endorsement, sponsorship, or affiliation beyond the publisher relationship. The Network may revoke this license at any time upon written notice.

7.2 Publisher Content

Publisher retains all ownership rights in its original content, including editorial reviews, photography, and creative materials. Publisher grants the Network a non-exclusive, royalty-free license to reproduce and display Publisher’s name and logo for the purpose of identifying Publisher as a member of Drapier.

7.3 Product Content

Product images, descriptions, pricing information, and other content provided through Product Feeds are the intellectual property of the respective Merchants. Publisher is granted a limited license to use this content solely for affiliate promotion through Approved Properties while Publisher is an active member of the Network. This license terminates immediately upon termination of this Agreement. Publisher shall not modify product images or create derivative works from Merchant content without prior written consent.

7.4 API and Technical Content

The Network’s API, technical documentation, tracking scripts, and software are proprietary to ICG. Publisher may use these only in accordance with the published API documentation and Terms of Service. Reverse engineering, decompiling, or republishing technical documentation is prohibited.

8. Data Protection

8.1 Compliance

Publisher shall comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA/CPRA), in connection with any personal data processed through or in relation to Publisher’s participation in the Network.

8.2 Consumer Data

Publisher shall not collect, store, or process consumer personally identifiable information (PII) obtained through the Network’s tracking infrastructure or click redirect process. Any consumer data that passes through affiliate links (such as referring URLs) must not be retained by Publisher beyond the immediate redirect interaction.

8.3 Network Data Practices

The Network stores hashed IP addresses (SHA-256) only for the purpose of fraud prevention and never stores raw IP addresses. The Network’s full data practices are described in its Privacy Policy.

8.4 Cookie Compliance

Publisher acknowledges that the Network sets first-party cookies on Merchant domains for attribution purposes. Publisher is responsible for ensuring that any cookie consent mechanisms on Publisher’s own properties comply with applicable ePrivacy regulations. For details on cookies used by the Network, see our Cookie Policy.

9. Representations and Warranties

9.1 Publisher Representations

Publisher represents and warrants that:

• Publisher has the legal authority to enter into and perform this Agreement.
• All information provided during registration and thereafter is accurate and complete.
• Publisher owns or has legal rights to operate the Approved Properties listed in its account.
• Publisher’s participation in the Network and use of the Platform will not violate any applicable law or third-party rights.
• Publisher’s content does not infringe the intellectual property, privacy, or other rights of any third party.

9.2 Network Representations

The Network represents and warrants that:

• The Network has the legal authority to enter into and perform this Agreement.
• The Network will operate the tracking and attribution infrastructure in a commercially reasonable manner.
• The Network will process Commission payments in accordance with the terms of this Agreement.

10. Term and Termination

10.1 Effective Date

This Agreement becomes effective upon the date the Publisher’s application is approved by the Network and remains in effect until terminated by either party in accordance with this Section.

10.2 Termination for Convenience

Either party may terminate this Agreement for any reason upon thirty (30) days’ written notice to the other party. Written notice may be sent by email to the addresses on file.

10.3 Termination for Cause

The Network may terminate this Agreement immediately, without prior notice, if Publisher:

• Engages in fraud, including but not limited to click fraud, cookie stuffing, or generating artificial conversions.
• Violates any provision of Section 2.4 (Prohibited Activities).
• Materially breaches any other provision of this Agreement and fails to cure such breach within fifteen (15) days of written notice.
• Engages in any activity that, in the Network’s reasonable judgment, poses a risk of reputational harm to the Network or its Merchants.

10.4 Effect of Termination

Upon termination of this Agreement:

• Publisher shall immediately cease using all Tracking Links, Product Feed content, and Network trademarks.
• Publisher shall remove all affiliate links to Merchant properties from its Approved Properties within fourteen (14) days.
• Commissions that have reached PAYABLE or INVOICED status prior to termination will be paid out in accordance with the normal payment schedule, subject to the Lock Period and minimum payout threshold.
• Commissions in PENDING, APPROVED, or LOCKED status at the time of termination will continue through the normal lifecycle. Commissions that reach PAYABLE status will be paid; those that are reversed during the Lock Period will not.
• In the case of termination for cause due to fraud or prohibited activity, the Network reserves the right to withhold all unpaid Commissions pending investigation and to recoup previously paid Commissions that were the result of fraudulent activity.

10.5 Survival

Sections 1 (Definitions), 4.6 (Reversals), 5.6 (Taxes), 7 (Intellectual Property), 8 (Data Protection), 11 (Limitation of Liability), 12 (Indemnification), 13 (Governing Law), and 15 (General Provisions) shall survive termination of this Agreement.

11. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall the Network, its directors, officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement, including but not limited to lost profits, lost commissions, loss of data, or business interruption, regardless of the theory of liability.

The Network’s total aggregate liability under this Agreement shall not exceed the total Commissions actually paid to Publisher in the twelve (12) months preceding the event giving rise to the claim.

The Network shall not be liable for any failure or delay in tracking, attributing, or processing Commissions caused by consumer browser settings, ad blockers, cookie restrictions, network outages, or other factors outside the Network’s reasonable control.

12. Indemnification

Publisher agrees to indemnify, defend, and hold harmless the Network, its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from or related to: (a) Publisher’s breach of this Agreement; (b) Publisher’s violation of any applicable law or regulation; (c) Publisher’s content or promotional activities; (d) any third-party claim that Publisher’s Approved Properties or promotional content infringes intellectual property or other rights; or (e) Publisher’s unauthorized use of consumer data.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

Any dispute arising out of or relating to this Agreement shall first be resolved through good-faith negotiation between the parties for a period of not less than thirty (30) days. If the dispute is not resolved through negotiation, either party may initiate binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted in Wilmington, Delaware, by a single arbitrator. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Each party shall bear its own costs and attorney’s fees in connection with any arbitration, unless the arbitrator determines that one party’s claims or defenses were frivolous or brought in bad faith, in which case the arbitrator may award reasonable costs and fees to the prevailing party.

14. Amendments

The Network reserves the right to amend this Agreement at any time. For material changes — including changes to Commission rates, payment terms, attribution models, or Publisher obligations — the Network will provide at least thirty (30) days’ written notice via email to the address on Publisher’s account. The notice will describe the changes and their effective date.

Publisher’s continued participation in the Network after the effective date of an amendment constitutes acceptance of the amended terms. If Publisher does not agree with a material amendment, Publisher may terminate this Agreement in accordance with Section 10.2 before the amendment takes effect.

Non-material changes (such as corrections, clarifications, and formatting updates) may be made without prior notice.

15. General Provisions

15.1 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15.2 Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, and Cookie Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications.

15.3 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

15.4 Assignment

Publisher may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Network. The Network may assign this Agreement without restriction.

15.5 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, natural disaster, power failure, internet outage, government action, or labor disputes.

15.7 Notices

All notices under this Agreement shall be in writing and sent to the email addresses on file. Notices to the Network shall be sent to hello@drapier.io. Notices to the Publisher shall be sent to the email address associated with Publisher’s account. Notice is deemed received upon successful delivery.

16. Contact Information

For questions about this Publisher Service Agreement, please contact the Network: