Skimlinks Terms of Service
1. General
1.1 These Terms of Service, together with the Publisher Privacy Terms (which may be accessed here) and Program Policies (which may be accessed here) (together the “Terms of Use”) set out the terms and conditions on which Skimbit Ltd (a company registered in England and Wales with number 06347796 and its registered office at Aldgate House, 2nd Floor, 33 Aldgate High Street, London EC3N 1DL, United Kingdom) (“Skimlinks”) provides the Service to Publishers.
1.2 By submitting your application to Skimlinks and / or your continued use of the Service you are confirming that either:
1.2.1 you are a Publisher intending to enter into the Agreement with Skimlinks in a personal capacity, and that you agree to comply with the Terms of Use; or
1.2.2 you are an employee, agent or subcontractor of a Publisher who has been given the necessary authorisations by Publisher to login to the Publisher Hub, to agree to comply with the Terms of Use and to enter into the Agreement with Skimlinks, in each case on behalf of Publisher.
If you are unable to provide one of the above confirmations, you must not submit the application, or otherwise use or access the Services.
2. Definitions
2.1 In these Terms of Service, the following expressions have the following meanings:
| “Advertiser” | an entity purchasing advertising or marketing services from Skimlinks directly or through an agent. |
| “Affiliate Network” | an entity providing an affiliate marketing service on behalf of multiple Merchants. |
| “Agreement” | the agreement between Skimlinks and Publisher which (i) is created on acceptance by Skimlinks of Publisher’s application in accordance with clause 3.1 and (ii) incorporates the Terms of Use. |
| “Article” | an individual item of Content that Skimlinks provides to Publisher. |
| “Applicable Laws” | all applicable statutes, common law, statutory instruments, orders, regulatory policies, binding codes of practice and guidance notes, by-laws, rules of court and regulations, directives, notices or requirements of any local, statutory, governing or public or regulatory authority or body, and all subordinate or delegated legislation made under such legislation, as amended or superseded, including but not limited to:
(i) US Federal Trade Commission and UK Advertising Standards Authority rules and guidelines regarding collection, use and disclosure of data from or about end users and/or specific devices; (ii) any and all applicable federal, national, state or other privacy and data protection laws as may be amended of superseded from time to time (the "Applicable Data Protection Laws"); and (iii) economic sanctions and export control laws and regulations of the United States, Israel and, as applicable, other jurisdictions; and (iv) any similar rules, guidelines or principles of any applicable jurisdiction. |
| “Chargeback” | as defined in clause 9. |
| “Content” | the proprietary content (which may, at Skimlinks’ discretion, comprise text, images, audio, video and/or other material) that Skimlinks makes available to Publisher. |
| “Content Tools” | the Core Tools when used on Content. |
| “Control” | the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly). |
| “Core Tools” | Skimlinks’ standard affiliation technologies which Publishers can use to affiliate Merchant links, through Affiliate Networks, with the purpose of earning Publisher Revenue and obtaining insights via the Publisher Hub, which include:
(i) Skimlinks Javascript; |
| “Merchant” | a supplier of goods and/or services which is included in the list of Merchants on the Publisher Hub at the time of the relevant Sale. |
| “Monetisation Partners” | partners of Skimlinks offering monetisation methods outside of Affiliate Networks. |
| “Optional Tools” | all Tools except for Core Tools, and including such additional or alternative proprietary or third party software tools that Skimlinks may from time to time make available to Publisher. |
| “Personal Data” | any information that relates to an identified or identifiable individual (and such term shall include, where required by Applicable Data Protection Laws, unique browser and device identifiers.) |
| “Program Policies” | a group of policies which set limits on the use of the Service, and can be accessed here. |
| “Property” or “Properties | any and all internet websites, mobile websites, and mobile applications controlled or operated by Publisher and/or its corporate affiliates. |
| “Publisher” | a person or other entity who is entitled to access and use the Service under the terms of an Agreement, or individuals representing such a person or entity. |
| “Publisher Hub” | Skimlinks’ proprietary, login-protected web portal that may be accessed by Publishers at www.skimlinks.com to access and configure Tools, view performance and billing reports, and search for participating Merchants. |
| “Publisher Revenue” | Publisher’s share of the Total Revenue, which may be viewed in the Publisher Hub. |
| “Sale” | following a referral of a User from a Property to a Merchant’s website, a supply of goods and/or services by such Merchant. |
| “Service” | access and use of (i) the Publisher Hub and (ii) the Tools. |
| “Skimlinks Code” | computer code which, when added to a web page or a global footer, enables the Service on a Property. |
| “Tools” | the Core Tools and the Optional Tools or, as the context requires, any of them, including any additional tool launched by Skimlinks. |
| “Total Revenue” | a payment made by a Merchant, Affiliate Network, Advertiser or Monetisation Partner to Skimlinks resulting from the use of the Tools (less any Chargebacks). |
| “Usage Data” | information collected or created by the use of the Service. |
| “User” | a user of a Property, including when such user is referred to a Merchant via the Service and/or interacts with the Merchant by purchasing goods and/or services or providing the Merchants with some other benefit (including, but not limited to, registering with the Merchant’s website or subscribing to a newsletter). |
3. The Service
3.1 Skimlinks may approve or reject an application to register for the Service at its entire discretion, without obligation to provide reasoning. Publisher’s registration for the Service is specific to the Properties set out in Publisher’s application and it may not use the Service in relation to any Property other than those for which it has Skimlinks’ prior permission.
3.2 If Publisher wishes to use the Service in relation to any additional or alternative Properties then Publisher may request (via the Publisher Hub) that such Properties are added to its registration (an “Additional Property Request”), which Skimlinks may approve or reject at its entire discretion.
3.3 Skimlinks shall make available Skimlinks Code for Publisher to implement on the Properties, which, if enabled by Publisher, will cause the downloading of Javascript file(s) to Users’ devices, enabling the collection and usage of Usage Data for the provision of the Service, including the purposes detailed in the Terms of Use.
4. Merchants
4.1 Publisher acknowledges and agrees that:
4.1.1 Skimlinks may from time to time, and with immediate effect and at its discretion, integrate or exclude any Merchant into or from the Service. The Service will affiliate any existing, unaffiliated Merchant links (added by Publisher or in user-generated content) found on the Properties, unless Publisher uses the Network Overwrite tool or excludes a link from the Service or from its own Property;
4.1.2 A Merchant may from time to time, and with immediate effect, vary commission rates and the way in which Total Revenue is calculated;
4.1.3 A Merchant may from time to time, and with immediate effect, terminate its involvement in the Service in relation to all or some publishers or request removal of a specific link, brand, product, or trademark from any or all Properties;
4.1.4 Skimlinks may notify Publisher of any changes pursuant to clauses 4.1.1, 4.1.2 or 4.1.3 by way of updates to the Publisher Hub. If Skimlinks notifies Publisher that it has received a notice from a Merchant requesting that Publisher remove links or references to the Merchant’s brands, products, or trademarks from Properties, Publisher agrees to remove the relevant links and/or references as soon as reasonably practicable (and in any event within five (5) days of receiving the notice from Skimlinks). It is Publisher’s responsibility to check the Publisher Hub to ensure that Publisher is up to date with such changes; and
4.1.5 Skimlinks shall be entitled to share performance data collected or received in connection with the performance of the Service, including reporting Publisher’s performance to Merchants (and respective Affiliate Network partners, and agencies representing Merchants) choosing to advertise with Publisher or prospects; and
4.1.6 Skimlinks may share aggregated performance data when providing benchmarks to publishers so long as the performance data is combined with the performance data of other publishers participating in the Service such that performance data relating to Publisher makes up no more than 20% of the aggregate reporting and is combined with performance data relating to no less than four (4) other publishers.
5. Use of Core Tools, Optional Tools and Content
5.1 In order to use the Optional Tools, Publisher:
5.1.1 must be registered and approved for the Service pursuant to clause 3, and have the Core Tools activated on a Property that has been approved by Skimlinks and with which it intends to use the Optional Tools;
5.1.2 must, in the case of the APIs, use the unique API key granted to Publishers who use these APIs;
5.1.3 must not sell, transfer, sublicense or otherwise disclose its login or API key;
5.1.4 must not exceed the limits set by the Program Policies. The number and size of API requests made to the APIs is expected to reflect the revenue generated via the Service. Notwithstanding the foregoing, if Skimlinks considers that Publisher’s use of the Tools is excessive or fraudulent, or bypasses (or attempts to bypass) monetization with the Service, then such use will constitute a breach of this Agreement for the purposes of clause 11.1.
5.2 In order to use any Tools, Publisher:
5.2.1 acknowledges that Skimlinks is entitled to monitor Publisher’s use of the Service to ensure it is being used by Publisher in accordance with this Agreement. In the event Publisher uses any third party marketing link affiliation service directly alongside the Service, interference in the correct operation of the Service is possible, including interference with the calculation of Total Revenue, and Skimlinks’ warranties do not apply;
5.2.2 agrees, represents and warrants that it will comply with all Applicable Laws in its performance of this Agreement, including with respect to the use of the Service;
5.2.3 must comply with Skimlinks’ Program Policies (as amended by Skimlinks from time to time), the current version of which may be accessed here.
5.2.4 must comply with the Publisher Privacy Terms (as amended by Skimlinks from time to time), the current version of which may be accessed here.
5.3 If Publisher enters into an IO for the Optional Tool “Content,” then with respect to Content:
5.3.1 the licence granted to Publisher to use the Content is limited to, and Publisher shall use the Content solely as content for, Properties on which Publisher is concurrently using the Content Tools (“Permitted Purpose”);
5.3.2 if the parties agree to Skimlinks’ preparation of any draft editorial pieces on behalf of Publisher (an “Article”), Publisher assumes all ownership and responsibility therefore. Publisher must ensure that any Article:
5.3.2.1 is only used for the Permitted Purpose; and
5.3.2.2 does not contain any copyright notice, author’s byline or other reference to Skimlinks or the original author.
5.3.3 If Publisher fails to comply, or if Skimlinks has reasonable grounds to believe that Publisher has failed to comply, with clause 5.3.2.1 or clause 5.3.2.2, Publisher shall remove the Content from the Properties (and, if applicable, from any other website, mobile site or mobile app on which the Content has been posted) as soon as practical and in any event within 24 hours following Skimlinks’ instruction for Publisher to do so; and
5.3.4 Skimlinks will use reasonable endeavours to ensure that the Content (in the form originally provided to Publisher) is kept up to date.
5.4 Notwithstanding any other term or condition set out in the Terms of Use, Skimlinks reserves the right at any time in its sole discretion, without notice or liability to Publisher: (i) to refuse to permit Publisher to use any one or more of the Tools; and (ii) to amend the measures taken to protect against inappropriate use of the Service.
6. Revenue
6.1 Publisher shall be entitled to its share of the Total Revenue (less any Chargebacks)(also referred to as “Publisher Revenue”) collected by Skimlinks resulting from Publisher’s use of the Tools, which may be viewed in the Publisher Hub.
6.2 Publisher acknowledges and agrees that:
6.2.1 the calculation of Total Revenue for Tools shall be performed by the relevant Merchant, Affiliate Network or Monetisation Partner;
6.2.2 different Merchants use different methods for calculating Total Revenue, which may include (without limitation) using fixed amounts per Sale or referral, percentage-based methods, or “cost per click”;
6.2.3 a Merchant may refuse to pay or later adjust Total Revenue on a number of grounds (including, without limitation, as a result of fraud, search keyword bidding, and tracking errors), and that Publisher has no right to appeal or otherwise challenge a Merchant’s decision to refuse to pay Total Revenue;
6.2.4 a sale of goods and/or services by a Merchant may follow two or more referrals from a User across different marketing channels and the Merchant may not pay a Total Revenue to Skimlinks if a referral using a different marketing channel was made more recently than Publisher’s referral; and
6.2.5 where a Merchant participates in more than one affiliate program and both or all affiliate programs are with Affiliate Networks participating in the Service, Skimlinks may in its sole discretion attribute Total Revenue to the Affiliate Network of its choosing.
6.3 Skimlinks shall collect, calculate, and aggregate the Publisher Revenue for all Tools, and display in reports which may be viewed in the Publisher Hub.
7. Payment Terms
7.1 Skimlinks will pay Publisher the Publisher Revenue for a given month, minus any Chargebacks made in accordance with clause 9 and any pending payments from Merchants, Affiliate Networks and/or Monetisation Partners, within 92 days after the end of that month or within 30 days of receiving payment from the Merchants, Affiliate Networks and/or Monetisation Partners, whichever is later.
7.2 If the amount of the Publisher Revenue is less than $65 / £50 / €55 (excluding any VAT element if appropriate) in any month (the “Minimum Threshold”), any such amount will be carried over and paid when the cumulative amount due for payment to Publisher exceeds the Minimum Threshold.
7.3 Payments will be made in accordance with the payment method selected by Publisher in the Publisher Hub. While Skimlinks is responsible for the cost of making payments, Publisher is solely responsible for any fees charged by Publisher’s bank or other provider for receiving funds.
8. VAT
8.1 Use of the Service by Publisher constitutes a taxable supply for United Kingdom Value Added Tax (VAT) purposes. If Publisher is registered for VAT, payments due to Publisher are therefore subject to VAT at the then current rate.
8.2 Skimlinks shall:
8.2.1 issue self-billed invoices for use of the Service by Publisher throughout the term of the Agreement,
8.2.2 ensure that each self-billed invoice shows Publisher’s name, address and VAT registration number, together with all other details which constitute a full VAT invoice;
8.2.3 make a new self-billing agreement if its VAT registration number changes; and
8.2.4 inform Publisher if the issuing of self-billed invoices will be outsourced to a third party.
8.3 Publisher shall:
8.3.1 accept invoices issued by Skimlinks on Publisher’s behalf throughout the term of the Agreement;
8.3.2 not raise any sales invoices for the supplies covered by the Agreement;
8.3.3 account to HMRC for the VAT element of each payment received from Skimlinks; and
8.3.4 notify Skimlinks immediately if Publisher:
8.3.4.1 changes its VAT registration number; or
8.3.4.2 ceases to be VAT registered, or
8.3.4.3 transfers its business, or part of its business.
8.4 Skimlinks will ensure that each invoice is available for download in the Publisher Hub and, if Publisher has provided an accounts payable email address in the Publisher Hub, Skimlinks will email a copy of the invoice to Publisher.
8.5 Publisher acknowledges and agrees that it is solely responsible for ensuring that its bank account details and all other necessary payment information on the Publisher Hub (“Payment Details”) are correct and up to date at all times, and that Skimlinks is not required either to verify the Payment Details or to notify Publisher if it discovers that the Payment Details are incorrect.
8.6 If Skimlinks is unable to pay an invoice of Publisher as a result of the Payment Details being out of date or otherwise incorrect, then Publisher shall be entitled to notify Skimlinks of the correct Payment Details and request payment of such invoice during the period ending on the last day of the calendar year in which the invoice was issued or, if earlier, the last day of the six month-period following the date of the invoice (“Claim Period”). If Publisher has not notified Skimlinks of the correct Payment Details and requested payment within the Claim Period then Publisher hereby unconditionally and irrevocably waives its right to payment of the relevant invoice.
9. Chargebacks
9.1 A Merchant may require Skimlinks (either directly, via an Affiliate Network or Monetisation Partner) to reverse the Total Revenue paid in respect of a Sale (a “Chargeback”) in certain circumstances, including (but not limited) to the following:
9.1.2 the Sale was not a bona fide transaction;
9.1.3 the relevant goods sold are returned by the User; or
9.1.4 it is discovered that the transaction was fraudulent.
9.2 In the event of a Chargeback, the Publisher Revenue figure available on the Publisher Hub will be reduced accordingly. Publisher acknowledges and accepts that information regarding individual Chargebacks is not available, whether on the Publisher Hub or otherwise, and that Publisher has no right to appeal or otherwise challenge a Chargeback.
9.3 Publisher acknowledges and agrees that Total Revenue remains subject to Chargebacks, and is therefore conditional, even after it has been paid to Skimlinks or Publisher.
10. Service Availability
10.1 Skimlinks will use its reasonable endeavours to ensure that the Service works on the Properties but gives no warranty that the Service will achieve any minimum availability or response targets.
10.2 Publisher agrees to notify Skimlinks promptly of any Service availability or performance issues via e-mail or the Publisher Hub. Skimlinks will use reasonable endeavours to correct any reported issues as soon as reasonably practicable.
11. Service Suspension
11.1 If Skimlinks has reasonable grounds to believe that Publisher is not using the Service in accordance with the terms of the Agreement and/or in breach of the Program Policies, Skimlinks may:
11.1.1 request Publisher either to remedy the breach or other default within such time frame as Skimlinks may reasonably require; or
11.1.2 if Skimlinks in its discretion considers that the breach or other default is sufficiently serious, or if Publisher has failed to respond to Skimlinks’ request under clause 11.1.1 to Skimlinks’ reasonable satisfaction, suspend Publisher’s access to the Service, in whole or in part, with immediate effect and without any obligation to provide prior notice (a “Service Suspension”).
11.2 As soon as reasonably practicable following a Service Suspension, Skimlinks will notify Publisher of the reason(s) for the Service Suspension and, where applicable, confirm the steps that Publisher is required to take in order for Skimlinks to reinstate Publisher’s access to the Service.
11.3 Skimlinks will reinstate Publisher’s access to the Service as soon as reasonably practicable after:
11.3.1 Skimlinks has received written confirmation from Publisher that the breach or other default giving rise to the Service Suspension has been remedied or rectified; and
11.3.2 where applicable, Skimlinks has carried out tests or is otherwise satisfied that such breach or other default has in fact been remedied or rectified.
12. Term and Termination of the Agreement
12.1 The Agreement will commence when Skimlinks notifies Publisher in accordance with these Terms of Service that Publisher’s application has been accepted and, unless terminated earlier in accordance with clause 12.2, will continue until either party gives the other party written notice of termination at any time via email. Notices to Skimlinks should be sent to accounts@skimlinks.com. Notices to Publisher will be sent to the email address provided by Publisher in the Publisher Hub.
12.2 Either party may terminate the Agreement with immediate effect if:
12.2.1 the other party becomes bankrupt, insolvent or unable to pay its debts in accordance with applicable laws; or
12.2.2 the other party is in breach of any material term of the Agreement and, in the case of a breach capable of remedy, has failed to remedy such breach within three (3) days of having been notified in writing of such breach.
12.3 On termination of the Agreement:
12.3.1 Publisher will immediately cease use of the Service, remove all instances of the Tools from the Properties, and promptly return to Skimlinks, or at Skimlinks’ written request, destroy, any and all of its intellectual property rights, information and/or materials in Publisher’s possession; and
12.3.2 except where (i) the Agreement is terminated by Skimlinks under clause 12.2 (in which case Publisher forfeits all rights to receive any further payments) or (ii) the Publisher Revenue accrued (less any Chargebacks) is less than the Minimum Threshold, Skimlinks shall pay Publisher the Publisher Revenue accrued (less any Chargebacks and pending payments from Merchants, Advertisers, Affiliate Networks and/or Monetisation Partners) not later than the date falling three (3) months after the date of termination.
13. Grant of Rights
13.1 All intellectual property rights subsisting in the Publisher Hub or the Service (or any part thereof), and in any developments, enhancements, data, information and other material relating to, arising out or derived from the Service, or any part thereof (“Derivative Works”), shall at all times be owned by and vest in Skimlinks. Subject to clause 13.2, Publisher agrees that the Agreement does not transfer or grant any right, title or interest in Skimlinks’ intellectual property rights in the Publisher Hub, the Service, or the Derivative Works (or any part thereof) to Publisher.
13.2 Skimlinks grants to Publisher a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, licence to use the Publisher Hub and the Service during the term of the Agreement.
13.3 Publisher shall not be entitled to use the Publisher Hub or the Service in any other way other than as set out in the Agreement. Any attempt to interfere with the operation of the Service (or any part thereof) will constitute a breach of the Agreement.
13.4 Each party owns all data that such party collects. As to Skimlinks and its affiliates (the “Skimlinks Group”), such data may include and is not limited to Usage Data. The foregoing shall further include any reports created, compiled, analyzed, or derived by a party with respect to such data. Skimlinks data collection practices are reflected in the Privacy Policy, which Skimlinks recommends Publisher review from time to time.
13.5 Publisher is not required to provide any feedback or suggestions to Skimlinks. To the extent Publisher does provide any such feedback or suggestions, Publisher hereby grants to Skimlinks and its affiliates a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right, and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit all such feedback and suggestions without restriction.
14. Privacy and Data Protection
14.1 In respect to any Personal Data collected in connection with the Service, the parties agree to the Skimlinks Publisher Privacy Terms located here, and as updated from time to time (the "Publisher Privacy Terms"), which are incorporated by reference into these Terms of Service.
14.2 Each party shall implement appropriate technical and organizational security measures to protect Personal Data collected in connection with the Service from accidental or unlawful destruction, loss, alteration, and unauthorized disclosure or access, consistent with the requirements of Applicable Data Protection Laws.
15. Assignment
Publisher may not assign or otherwise transfer its rights and/or obligations under the Agreement, whether in whole or in part.
16. Communication
16.1 Any notice under the Agreement shall be in writing and shall be made either via e-mail or certified mail to the other party’s registered office address. Notices sent by e-mail will be deemed effective 24 hours from the time of sending and notices sent by mail will be deemed effective 48 hours after posting.
16.2 Skimlinks may disclose its relationship with Publisher in its marketing material (including its Properties) and in its operational relationship with Affiliate Networks, Merchants and Monetisation Partners, including using for such purposes Publisher’s name and trademarks.
16.3 Publisher agrees that Skimlinks may use Publisher’s contact details (including its email and registered address) to notify it about its account with Skimlinks, any issues relating to, and updates to, the Service, and any modifications to the Terms of Use.
17. Modifications
Skimlinks may modify all or any part of this Agreement, at any time and at its sole discretion, effective immediately upon notice published on the Skimlinks Publisher Interface. Continued participation in the Service after receiving notice of such modification will constitute Publisher’s unconditional acceptance of the modification to this Agreement.
18. Indemnity
Publisher shall indemnify, defend and hold harmless Skimlinks against all losses, liabilities, damages and costs (including legal expenses) sustained, incurred or suffered by Skimlinks as a result of any claim, action or proceeding that: (i) the Properties infringe the intellectual property rights of any third party; (ii) Publisher is in breach of its obligations under the Terms of Use; or (iii) any third party claims arising from Publisher’s use of the Service otherwise than in accordance with the Terms of Use.
19. Liability
19.1 Except as expressly and specifically provided in the Agreement, all warranties, conditions, representations and other terms of any kind, whether express or implied, are, to the fullest extent permitted by law, excluded from the Agreement. In particular (but without prejudice to the generality of the foregoing), Skimlinks makes no express or implied warranties or representations with respect to the operation or availability of the Publisher Hub or the Service, or to the optimization of Total Revenue from its routing strategy. Skimlinks will not be liable for the consequences of any interruptions to or errors in the Publisher Hub or the Service.
19.2 Skimlinks shall not be liable for: loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; or loss of goods; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss (whether or not falling in any of the foregoing categories), costs, damages, charges or expenses.
19.3 Subject to clauses 19.1 and 19.2, Skimlinks’ total aggregate liability under or in connection with the Agreement, whether for breach of contract, tort (including negligence), misrepresentation or otherwise, shall be limited to an amount equal to Skimlinks’ share of Total Revenue during the year preceding the date on which the claim arose.
19.4 Nothing in the Agreement excludes the liability of either party for any other liability which cannot be excluded under applicable law, including fraud, fraudulent misrepresentation, or death or personal injury caused by either party’s negligence.
20. Force Majeure
Neither party shall be liable to the other by reason of any event arising which is beyond the reasonable control of the affected party (including any industrial action (save in respect of affected party’s employees or suppliers), governmental regulations, fire, flood, disaster, civil riot or war).
21. Entire Agreement
The Agreement constitutes the whole agreement between the parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter save that this clause 21 shall not exclude liability for any fraud or fraudulent misrepresentation of a party.
22. Governing Law and Jurisdiction
22.1 The Agreement shall be governed by, and construed in accordance with:
22.1.1 if Publisher is located in the United States, the laws of the State of New York; or
22.1.2 if Publisher is located outside the United States, the laws of England.
22.2 In relation to any legal action or proceedings to enforce the Agreement or arising out of or in connection with the Agreement each of the parties irrevocably submits to the exclusive jurisdiction of:
22.2.1 if Publisher is located in the United States, the courts of New York City, New York; or
22.2.2 if Publisher is located outside of the United States, the courts of England.
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