Publisher Agreement

This Publisher Agreement is between Remnant and you, the publisher that lists advertising space on Remnant ("you" or the "Publisher"). It applies in addition to the Terms of Service and prevails over them where they conflict. You accept it in the console, for yourself or for the business you represent, and it applies to everything you list and every order you receive.

1. Listing your space

• List only advertising space you are entitled to sell, in publications you publish or represent.
• Keep your listings accurate: the publication, its circulation, distribution and audience, and each Placement's size and position, specifications, run date and materials deadline.
• You set each Placement's price, sell window and quantity. Remnant may decline or remove a listing that breaches this Agreement or the Terms of Service.
• Remnant may set limits on your account, such as how far ahead of its run date a Placement may be listed and how much booked business that has not yet run you may carry at once. Your limits are shown in the console.
• Your space can be booked only while you have accepted the current versions of this Agreement and of the Terms of Service. Until you have, your listings stay on the marketplace but cannot be booked.

2. Your terms for each publication

• For each publication you may state a cancellation policy and publisher terms, and for each Placement its specifications and materials deadline. Buyers are shown them before they book.
• They are recorded on each order when it is booked and become part of its insertion order. Changes you make later apply only to orders booked afterwards.
• Your publisher terms apply alongside the Insertion Order Terms. Where they conflict, the Insertion Order Terms prevail, except that the cancellation policy, specifications and materials deadline recorded on the order govern those subjects. Do not state terms that are unlawful, or that would deny a Buyer a refund for a Placement you did not run.

3. Orders

• Each paid booking forms an insertion order between you and the Buyer, governed by the Insertion Order Terms in effect when it was booked. By accepting this Agreement you agree to those terms for every order you receive.
• You are told of each order by email and in the console, and sent the same insertion order as the Buyer.
• You must run each Placement as booked. If you cannot, you may decline the order in the console before it has run. The Buyer is then refunded in full at once, and you bear the cost described in section 7.

4. Fulfillment and proof of publication

• Record in the console when you receive the Buyer's artwork, and when the advertisement has run, on or after its run date.
• If a Placement cannot run, or the Buyer's artwork has not arrived by the deadline, report it in the console promptly with the reason. The Buyer is told what you write, and Remnant reviews the report.
• Keep proof of publication for each Placement (a scan, photograph or PDF of the published page, called a tearsheet), and provide it within 14 days after the run date when Remnant or the Buyer asks. If your payout policy requires proof, add it to the order in the console.

5. Price, payment and commission

• Buyers pay the listed price through Remnant. Remnant collects payment as your limited payment collection agent: a Buyer's payment to Remnant is payment to you, and you may not ask the Buyer to pay for that Placement again.
• Remnant's commission is your commission rate, shown in the console, applied to the price of each order. It is deducted when the payment is made, and the rate is recorded on each order when it is booked.
• Remnant may change your commission rate with at least 14 days' notice. A change applies only to orders booked after it takes effect.

6. Stripe, payouts, and when payouts are held

Payments to you are processed by Stripe, through a Stripe account in your name that you must set up before your space can be booked. Payment processing services for Publishers on Remnant are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (together, the "Stripe Services Agreement"). By accepting this Agreement or continuing to sell on Remnant, you agree to be bound by the Stripe Services Agreement, as Stripe may modify it from time to time. As a condition of Remnant enabling payment processing services through Stripe, you agree to provide Remnant accurate and complete information about you and your business, and you authorize Remnant to share it, and transaction information related to your use of the payment processing services provided by Stripe, with Stripe.

Your share of each order (its price less the commission) reaches your Stripe balance when the Buyer pays. When it is paid out to your bank depends on your payout policy, which is shown in the console:

• Standard: paid out on Stripe's standard schedule, usually within about two business days.
• Held until run: held until you mark the advertisement as run.
• Held until proof: held until Remnant approves your proof of publication.

Held money stays in your Stripe balance until its condition is met, and is then paid out with the rest of your available balance. Remnant sets your payout policy according to your record on Remnant, including completed orders, refunds and disputes, and may change it with notice. A change to a held policy applies to orders booked after it; a change to the standard schedule releases everything that was held.

7. Refunds, reversals and what you owe

• When a Buyer is refunded, your share of the refunded amount is taken back from your Stripe balance, and Remnant's commission on it is returned to you.
• When a refund is made because you declined the order, or because the Placement did not run for a reason attributable to you, you also bear Stripe's card processing fee on the original payment, which Stripe keeps when a payment is refunded. Remnant keeps that much of its commission, up to the whole commission, and returns the rest to you.
• If a Buyer's bank reverses a payment (a chargeback), your share is taken back while the bank decides, and returned to you if the bank decides in your favor. If the bank decides for the Buyer, it is not returned. Remnant may recover the bank's dispute fee from you where the dispute arose from your failure to run the Placement as booked.
• You authorize Remnant, and Stripe on Remnant's instructions, to reverse transfers to your Stripe account and to hold funds in it as this Agreement describes. If your Stripe balance cannot cover an amount you owe, it may fall below zero, and the amount is recovered from your future sales and, where your Stripe account allows, by debiting the bank account linked to it. Remnant may also set off amounts you owe against amounts due to you.

8. Taxes

You are responsible for any taxes on your sales and on your income. Stripe may collect tax information from you and issue tax forms as the law requires.

9. Advertising content

• You may reject a Buyer's materials that breach the content standards in section 4 of the Insertion Order Terms, do not meet the specifications, or breach your publisher terms, and you may ask the Buyer to substantiate a claim or to make reasonable changes. Tell the Buyer promptly, with the reason, and early enough for them to replace the materials before the deadline where you can.
• State your own advertising policy, such as the kinds of advertising you do not accept, in your publisher terms, so that Buyers see it before they book.
• Where an advertisement could be mistaken for editorial content and the Buyer has not labeled it as advertising, you may add the label.
• You are responsible for the editorial content and the production of your publication.

10. Buyer information

Remnant shares the Buyer's contact details with you so that you can fulfill the order. Use them only for that order and communications about it, keep them secure, and do not add the Buyer to marketing lists without the Buyer's consent.

11. Dealing through Remnant

Do not invite a Buyer you meet through Remnant to book a Placement listed on Remnant outside Remnant, or ask to be paid for an order in any other way, to avoid the commission.

12. Term, suspension and termination

• This Agreement lasts until your Publisher account is closed. Either you or Remnant may end it by written notice.
• Remnant may suspend your listings or payouts where it reasonably believes you have breached this Agreement, have failed to run Placements, or pose a risk to Buyers or to Remnant.
• Orders booked before this Agreement ends must still be run, or refunded, as their terms provide, and sections 5 to 8 and 13 to 15 continue to apply to them.

13. Your promises and indemnity

You promise that you are entitled to sell the space you list, that your listings are accurate, and that you will comply with the laws that apply to your publication and your sales. You will defend and indemnify Remnant against third-party claims, and the resulting losses and reasonable costs, arising from your listings, your publication, your failure to run a Placement as booked, or your breach of this Agreement.

14. Limitation of liability

To the extent the law allows, Remnant is not liable to you for indirect, incidental, special or consequential losses, including lost profits, and Remnant's total liability to you under this Agreement is limited to the commission Remnant received from you in the 12 months before the claim arose. These limits do not apply to liability that cannot be limited by law, or to fraud or willful misconduct.

15. Changes and general terms

• Remnant publishes each version of this Agreement with the date it takes effect, and gives at least 14 days' notice of material changes. You are asked to accept a material change in the console, and cannot continue to use the console, and your space cannot be booked, until you do. Orders booked before a change remain governed by the terms in effect when they were booked.
• The highlights shown with this Agreement summarize it for convenience. This text governs.
• The governing law, dispute and general provisions of the Terms of Service apply to this Agreement.

16. Contact

Questions about this Agreement go to support@remnant.sale.