The Distributor operates an online Affiliate Programme that seeks to boost sales of Advertisers' goods and services. Advertisers shall, as part of the Programme, decide the tariffs to be charged to Publishers for particular Actions and include advertising materials that can be used to advertise their goods and services. Publishers advertise Actions-generating Advertiser Goods. Advertisers (through the Operator) receive remuneration from Publishers.
§ 1. Definitions
For the purposes of these Terms and Conditions, the interpretation of the following expressions shall be as follows:
Account Manager " - a person who works on behalf of the Operator and is liable for the sponsorship and registration of Advertisers throughout the Panel." The Account Manager can, based on the Advertiser 's requirements, be contacted by the Advertiser by e-mail or any other available means of communication (e.g. messaging and telecommunication applications).
'Action' involves any action carried out by a Customer for which the Publisher is liable for remuneration or for the use of a Code (e.g. by clicking on an advertisement, logging on a website or completing a contact form, etc.). Actions are listed in the Panel.
Advertiser "is a legitimate or natural entity with whom the Operator runs the Affiliate Programme, who is a client of the Operator." By determining the action and the remuneration, the Advertiser orders a campaign through the Account Manager. For its products and promotional materials, the Advertiser takes total responsibility.
"Advertising Content"-an advertisement, a billboard or any other ad, publicity or promotional material sent to the Panel endorsing the Goods or Services of an Advertiser that can be used during Campaigns by a Publisher.
Affiliate Programme" is a service run by the Operator to improve the sales of the Advertisers' goods and services specified in the Panel for which a Publisher can sign up." A Publisher may receive remuneration for Actions from the Associate Programme.
"Agreement"-the General Terms and Conditions after the Operator has rejected the applicant for an Advertiser and after the Operator has approved the applicant for an Advertiser.
"Artificial Traffic" - a collective term for unwanted behavior that can be triggered by automated loading of a page, software updating indexes of internet search engines, web crawlers, requests submitted by e-mail or websites for conversation such as chat rooms, script generators, connections to websites other than those mentioned by the Publisher, clicks that are mentioned by the Publisher, Clicks that are not preceded by an activation done by a User of a link aiming to connect to a specific website.
'Campaign' - an order given by Advertisers for Publishers to procure certain activities at a specified rate, for a particular product or service, on a specific market, using certain advertising materials, within a specified period of time, and possibly additional restricting conditions.
Confidential Information 'means any commercially useful information or / and records, in particular information, technical , operational, financial and other data transmitted and exchanged between the Parties, including firms, know-how, systems, economies, clients, goods, policy, properties, liabilities, costs , profits, employees , agents and distributors, and other unrestricted information without limitation disclosed or submitted, whether orally, in writing, via e-mail or via other media and devices, concerning any of the Parties or the Publishers; the disclosure of which might expose the Operator or the Publishers to harm or damage.
"Codes" - mechanisms for reporting an event in the Operator's Programme.
" Numbers" - the basis for a Publisher for Publisher's Actions, and is available in the Panel, to assess and pay remuneration. The numbers include: a cost, a number of conversions and a total amount for the settlement time."
"The website of the Operator" - a website run by the Operator. Every Advertiser must log on the website and unconditionally endorse the rules of the Terms and Conditions for Publishers in order to sign up for the Affiliate Programme.
„Panel” - a special software used by the Operator to run the Affiliate Programme with the functions needed.
„Product " - an Advertiser's product or service marketed by a publisher while producing behavior."
"Publisher" - a legitimate or natural entity registered on the Website of the Operator who offers internet content and has embraced the provisions of the Terms and Conditions unconditionally. The word "Affiliate" can be used interchangeably (depending on circumstances), especially in the Panel.
'Representative' – (for each Party) a member of the Board of Directors of the Party to the Agreement (either the Board of Directors, the Supervisory Board, the Audit Commission) as well as an attorney or advisor, including legal and financial advisors, whose scope of activity involves collaboration with the other Side, or whose scope of activity is or may be involved.
"User" - any person who has taken action under the Affiliate Programme for which the Publisher will obtain remuneration.
„Terms and Conditions” – these General Terms and Conditions
» Third Party« — every actual, civil, corporate, non-corporate or other entity not being a Party to the Agreement or a Representative of other parties or Publisher.
§ 2. Preliminary provisions
1. The Operator manages the Affiliate Program, helping Advertisers to boost their revenues which offers Publishers the right to earn remuneration for Actions.
2.Requisite for inclusion in the Affiliate programme is approval by the Advertiser applicant of the Terms and Conditions of the Advertiser and approval by the Operator of the Advertiser candidate.
3. Clicking on the 'register' button on the website of the Operator, the Advertiser acknowledges, without condition, all aspects of the Advertiser's Terms and Conditions as well as offers the Operator to enter into an arrangement on the Terms and Conditions stated in the Advertiser's terms and conditions. If you do not adhere to these Advertiser Terms and Conditions, you can not enter into an arrangement to use the Affiliate Programme.
4. An Advertiser candidate has been bound by the contract from the day that the Advertiser candidate clicked the "Register" button on the Operator 's website.
5. If no notice from the Account Manager is obtained from an Advertiser candidate stating that they are assigned Advertiser status, this means that the Operator has not approved the Advertiser Candidate's application, that the Candidate has not obtained Advertiser status and that no deal has been reached between the Candidate and the Operator. The Agreement is reached only upon consent of the Operator's candidate in respect of the conditions stated in the Terms and Conditions for Advertisers.
6. The Advertiser applicant is informed by the Account Manager of the Advertiser status and the conclusion of the deal between the Operator and the Advertiser.
7. The Operator shall not be responsible for any loss suffered in connection with the conclusion of the deal with the Operator by the Candidate for the Advertiser. Any costs incurred by the Advertiser Candidate in the light of the above-mentioned bid or other Actions aimed at concluding the Agreement as stated above shall only be met by the Advertiser Candidate and shall not be passed to the Operator for responsibility therefor.
8. The Advertiser orders Campaigns by providing the products, Actions and Remuneration to the Account Manager. The Advertiser shall also define a model for settlements with publisher and, as otherwise agreed by the Advertiser, shall include models provided for in Section 3, subsection 5.
9. The Operator can change or cancel the Affiliate Programme at any time. Subsequent tasks without constraints can be made.
10. Details on the Affiliate Programme, including its changes or suspension, shall be forwarded every time to the Advertiser's e-mail address given throughout registration.
§ 3. Rights and Responsibilities of the Operator
1. The Operator manages the Partner Network to maximize the sales of Products.
2. The Operator shall have the freedom to negotiate unilaterally whether to conduct the Affiliate Program or not to implement the Affiliate Program in particular markets / countries.
3. On behalf of the Operator, the Account Manager supplies the Publisher with all required information received from the Advertisers about the statistics of the Products and th Actions by e-mail or other means of communication available.
4. The Operator is responsible for providing the following information: Advertiser Products, Advertising Material, Publisher settlement procedures, methods and terms of payment for Publishers, specific products conditions. All the details required is available through the Account Manager or through the Panel.
5. The Operator makes the promotional materials issued by the Advertisers accessible to Publishers via the Account Manager. For Action generation, Publishers use the promotional materials. The Operator also provides links to websites containing information, brochures, labels, packaging designs, security certificates, constraints on nation and all other contents that might be useful for producing behavior. A worldwide non-exclusive and non-transferable license, unrestricted in time and language, is issued to Publishers for the purposes of advertising / promotional materials presented by the Panel (including the materials referred to in section 5).
6. The Operator is obligated to track the conduct of Publishers so that the remuneration of the Publishers can be calculated among other items. CPA — cost per procurement, CPL — cost per lead or Revshare — revenue share are the mediation structures used for settlement with publishers. The Panel offers background on the settlement model.
7. The Operator shall report details on the Publisher 's conduct, blogs and other means to generate this information to the respective Commodity Advertisers. The Operator retains the right, at the request of its respective Advertiser, to cancel or revoke the Publisher's right to carry out Actions on individual goods.
8. The Operator provides the Advertisers with all technological, administrative and IT support relevant to the Affiliate Programme. Such assistance may be given to the Account Manager at the request of the Advertiser.
9. The Operator shall retain individual Advertiser accounts.
10. The Account Manager shall, after registering with the Operator 's Website, supply each individual Advertiser with the necessary details to log in and use an individual account in the Advertiser Panel (login and password), to be kept strictly secret by the Advertiser (Advertisers must not reveal or share it in some way).
11. The Operator has the right to improve the Panel and make adjustments or other changes to the Panel. With regards to this right, the Advertiser agrees that a modification will be made to the actual Advertiser account and the partner Programme given that this does not impact publisher conditions.
§ 4. Rights and Obligations of the Advertiser
1. The Advertiser provides the Operator all information required about Products, sales numbers and basic terminology, countries / markets to be sold or links to Web pages containing information, brochures, logos, package designs, protection certificates and links with URLs necessary to engage in the Affiliate Program and other material that may be available to generate Actions. The Advertiser supplies the Account Manager with promotional materials.
2. The Advertiser guarantees that no legal provisions are being broken for Advetising Materials and other information given in compliance with clause 1 including:
A. Rule, in particular copyrights, trademark rights, personal rights, rules of completion or other rights;
B. Third parties' rights,
Applicable standards for the self-regulation of the industry.
3. Advertiser's claims and warranties under clause and 2 above
It must be accurate, up-to-date, detailed and precise. The Advertiser is entirely legally responsible for the statements and promises made in clauses 1 and 2 above.
4. The Advertiser has full legal responsibility for the offer, i.e. legal credentials, marking and market launch. The Advertiser declares to comply with all applicable state, local and international laws.
5. The Advertiser shall meet the criteria set out in the Panel in the Asffiliate Programme.
6. The Advertiser gives the owner a non-exclusive, non-transferable, global license, unrestricted in time and language, to use Advertising Materials and other information provided for in clause 1. The Advertiser 's industrial / intellectual property rights to carry out the Actions by the Affiliate are also allowed to use the trade names, trademarks and all other commercial and intellectual property rights of the Advertiser.
7. The Advertiser notes that the details given to the Operator and to its personal and web-based data (if any) in accordance with the laws applicable to the Advertiser is right, complete and submitted. Any changes to this information shall be informed promptly by the Advertiser via the Account Manager or by email.
8. The Advertiser is obliged to review notifications on any changes and updates in the Affiliate Programme sent by the Operator to its e-mail address, especially if the affiliate program is terminated.
9. The Advertiser shall send the Operator its full name (business name), registration identity, corporate identification number (including the details of one natural person), and email address (and/or other correspondence means available, if applicable). The Advertiser shall also have, where appropriate, accurate, full and up to date information about its personal details and websites. The Advertiser is obligated to inform the Operator, via the Account Manager or e-mail, of any modifications to the details listed in the previous sentence.
10. The Advertiser shall not produce or contribute artificial traffic in any way.
11. The Advertiser shall not intervene in any way, bypass, interrupt or substitute protection
Programs, applications, procedures and data structures for technological use
Steps or IT or in some other manner.
12. The Advertiser shall inform the Operator immediately of any instances of incorrect or illegal usage or raise concerns about Codes known to it.
13. The Advertiser must co-register the Operator. The Operator is permitted to use the personal details of the Advertisers’ Users’ only for the purpose of advertisement and only after the 14-day duration of exclusivity from the day the action was conducted by the Users. Only the Advertiser can use his Users ' personal data during the 14 days exclusive duration. The Advertiser shall obtain the consents of its Users for the disclosure of personal data to the Operator only for marketing purposes.
Par. 5. Remuneration
§ 5. Remuneration
1. The Advertiser shall be obligated to pay the remuneration for the Actions as stated in the Panel and checked by the Account Manager, unless otherwise agreed by an Advertiser and an Operator. The fee includes both the Operator and the Publisher's remuneration for the Actions.
2. The terms and conditions between an Advertiser and an Operator, unless otherwise decided, the Operator's compensation from an Advertiser is unilaterally determined by the Operator.
3. In the event of any shift in the Valuation of Actions by Advertisers, the Operator may arbitrarily impose the grace period of the Advertiser for its decisions to come into effect not more than 48 hours.
4. The Parties decide that the services of the Operator consisting of Campaigning and generating Actions shall be given on the grounds of the settlement term concluding on the day of the Account Manager 's approval of the Numbers (settlement terms shall, however, not be more than 6 months at any time). Every time the Advertiser chooses the agreed-upon duration of the settlement period to which the Account Manager must agree.
5. The reason for deciding the value of the Publisher 's Remuneration charged by the Advertiser was the Advertiser's behavior. The Numbers are the product of the control of the Operator over the Publisher 's Actions and form the basis for deciding the Publisher's Remuneration in the model shown in the Panel. On request, the Account Manager produces complete reports with details.
6. The Advertiser shall provide the Operator with his numbers through the Account Manager within 10 days from the end of the settlement date (or month). The Operator shall without delay check the Advertiser details and the Numbers shall be confirmed or corrected (if the Operator determines any errors in the figures).
7. The Advertiser accepts that only data confirmed by the Operator by the Account Manager is the basis for settlements.
8. The Operator's Remuneration in the number sum, checked by the Account Manager, will be charged until a correctly provided invoice is sent to the Advertiser. An Advertiser 's Remuneration form can be preferred by the Operator and Advertiser (Paypal payments must be restricted to USD 500 or their equivalent in another currency accepted).
9. After the conclusion of the settlement time, the Operator's invoice will be sent to the Advertiser's email address. If, within the stated time, the Operator fails to deliver the invoice, the remuneration will be included within the next settlement period. The compensation of the Operator shall be paid within 30 days of the invoice delivery.
10. The remuneration of the Operator for the Actions shall be paid in accordance with the payment periods negotiated with the Account Manager in accordance with the evaluation of the Actions published by the Panel. The Operator shall have a minimum payment of 100 USD (or its equivalent in another accepted currency) for the payment duration. If the Operator’s Remuneration does not exceed the minimum payment requirement during the settlement period, the remuneration will be added to the pay in the intervening settlement period during which the condition is met.
11. The Advertiser is responsible for complying with all responsibilities, including its own payments, taxes and duties, and bank charges or charges applicable to its service bank, which it is obliged to meet in accordance with general laws.
§ 6. Exclusion of liability
1. Any potential costs or losses suffered by the Advertiser in connection with the completion of its responsibilities under the Agreement shall not be paid by the Operator, with the exception of damages caused to the Advertiser by the sole negligence of the Operator. In no case will the Operator be responsible for loss of sales and unintended losses to the Advertiser.
2. The Operator is not liable for any defects in the operation of the Panel or the Operator’s Web Site, interruption of access to the Panel, violation or missing of data, security system defects, viruses or other harmful software components, or for any damage to the Service, the Software and/or the web site of Advertiser resulting from viruses and software components. The Operator shall not be responsible for mistakes in the usage of the codes on the Website of the Advertiser.
3. The Operator is not responsible for any arrangements between the Publisher and the Advertisers directly outside the Panel where the Advertisers do not fulfill their obligations.
4. The Operator shall not be responsible for complying with the law in force of the Affiliate Program in countries other than the Operator's registration country. If the Publisher registers in the Panel from a country other than the country of registration of the Operator, the Publisher is solely responsible for enforcement of the use of the Affiliate Program in accordance with the law. In particular, the Advertiser is solely responsible for the qualifying, marking and launches of the product in countries / markets in particular (the product must be legal to be sold).
§ 7. Indemnification Against Claims
1. The Advertiser agrees to indemnify the Operator and Publisher against claims for damages or other claims against the Operator or Publisher (hereinafter referred to as "Claims" or "Demands") arising out of Advertiser 's responsibility in respect of the Product , i.e. for the lawful launch of the Product and in relation to advertising material made available to the Operator, pursuant to section 2. If claims against the Operator or Publisher are made, the Advertiser shall pay all damages and costs incurred by the Operator or Publisher.
2. The Publisher agrees to pay the full amount of all losses and costs arising from producing Actions by the Publisher, the Operator or the Advertiser including:
A. Usage by the Publisher of the Affiliate Program or the Panel in a manner incompatible with, wrong or negligent, provisions or agreement;
B. Technical difficulties or lack of data by the Publisher in the Panel or the Operator or Publisher's websites if the Publisher uses its own websites;
C. Any other publisher activities related to the generation of Actions.
§ 8 Term of Agreement
1. This Agreement shall come into effect after the Regulator has accepted a nominee to serve as a Advertiser and shall remain in force until such time as one of the Parties or both Parties working together terminate the Agreement.
2. The Advertiser can, at any time without warning, terminate this Agreement immediately.
The Advertiser shall stop the Actions and immediately after termination of the arrangement cease using the Affiliate Programme.
3. The Operator can terminate this Agreement without notice at any time at its absolute discretion. In particular, the Operator shall be entitled to terminate the Agreement if:
A. The Advertiser is in violation of the law in general or of some clause of the Agreement;
B. The Advertiser behaves in any way dishonestly or unlawfully.
4. The Operator shall immediately inform the Advertiser via e-mail or the Account Manager of the termination of the Agreement. The Agreement shall terminate after termination immediately.
5. The Advertiser Account is terminated upon termination of the Agreement.
§ 9. Data Processing
1. The Advertiser agrees to publish in the Panel its company name (or first, last and last name, where applicable) and/or e-mail address.
2. The Advertiser agrees to the details and promotional materials of the Affiliate Program being submitted by the Operator to the e-mail address of the Publisher and to the Operator processing all other information given by the Advertiser with a view to enforcing the Affiliate Programme.
§ 10. Rights of intellectual property
1. The Operator controls the names, logos and other marketing signs used by the Affiliate Programme, including trademarks.
2. Under the Agreement, the Advertiser shall not acquire any rights referred to in paragraph 1.
§ 11 Confidentiality
1. The Advertiser agrees that an unauthorized disclosure of any confidential information that breaches the Terms of the Agreement could cause significant harm to the interests and business practices of the Operator and Publisher. The Advertiser shall not to reveal and retain confidentiality of the Confidential Information for the entire period and after its termination of the Agreement and agrees:
A. Not to reveal any third party's Confidential Information;
B. not using Confidential Information, directly or indirectly, for reasons other than those specifically relevant to the degree or performance of the cooperation of the Parties planned;
2. The foregoing provisions extend for an indefinite duration, unless:
A. Disclosure is subject to binding law and non-disclosure could expose the Advertiser to criminal or administrative liability, subject to confidentiality.
B. Disclosure is appropriate or necessary to protect the Party's interests in judicial or administrative proceedings, given that the Advertiser, immediately after notice of any obligation or need for publication and as far as is practicable prior to such disclosure, takes all fair measures to inform each other promptly and appropriately.
3. Confidential information is the information sent, communicated or exchanged by the Parties, with the exception of information already known or publicly accessible before disclosures by the Advertiser and his Representatives.
§ 12 Handling of Confidential Information
1. Advertiser undertakes to keep the same standard of care in protecting such other Party’s
Confidential Information as the Advertiser normally employs to preserve and safeguard his/her own Confidential Information. Thus the Advertiser guarantees a due protection against unauthorised disclosure, copying or usage of Confidential Information.
2. Confidential disclosure approved is limited to those Advertiser s Representatives who have an urgent need to know it in order to comply. The Operator shall return all Confidential Information and any copies thereof immediately upon receipt of a written order.
3. In the case that the other Party is entrusted with the processing of any personal data under applicable laws, the recipient Party consents to the processing of the personal data obtained only in the sphere necessary for the fulfillment of the obligations of the other Party and agrees to comply with the requirements of applicable laws, in particular that party shall:
A. safeguard all personal data entrusted,
B. Process and protect personal data in compliance with applicable laws against leaks before and after the end of the Agreement.
§ 13 Responsibility
1. The Advertiser shall be entirely responsible for any loss or damage to the other Operator and Publisher caused to any of them due to the breach of the conditions of confidentiality provided for under section 11, including any damage or harm caused by his or her members.
2. The Advertiser shall, for all cases of such violation, pay to the Operator a statutory penalty amounting to EUR 20 000,00 (EUR 20 000) in respect of violations of his obligations referred to in sections 11 , 12 and 13. The Operator is also entitled to claim compensation in excess of the contractual penalty, particularly but not limited to damages.
§ 14. Assignment of the Arrangement privileges
1. The Advertiser shall not delegate the rights or responsibilities under the Agreement to a third party in whole or in part, without the prior written consent of the Operator.
2. The Advertiser agrees that the Operator can transfer his rights and obligations in compliance with the Agreement to any third party (natural or legal person) and report and provide any Third-Party information on the Advertiser's website, e-mail address, etc.
Transfer of the Agreement's rights and responsibilities.
§ 15. Final Provisions
1. The Parties agree that if any of the Agreements' clauses are found to be legal ineffective, it shall not impact the validity of the remaining provisions thereof, unless it is clear from the circumstances that the Agreement has not been reached without provisions that are considered ineffective.
2. The Parties agree that the entire Agreement between the Operator and the Advertiser constitutes the agreement.
3. In the event that any clause of this Agreement is not legally successful, the Parties shall, by inserting replacement provisions whose purpose is equal to, or as close to, the objective of, those provisions considered to be ineffective, amend the Agreement immediately.
4. When one provision of the Agreement is found to be ineffective in law and the circumstances clearly demonstrate that it would not have been concluded without provision deemed ineffective, the Parties shall conduct immediate negotiations for the conclusion of a new Agreement, whose purpose shall be equal or similar to that of the Agreement as practicable To begin negotiations, one party must give the other party a written notice demanding that the negotiations start (notice sent by e-mail is sufficient). The Parties may enter into negotiations, at the request of one of the Parties, on the use of remote communication means, without the simultaneous physical attendance of the Parties ( e.g. by means of a teleconference). After the negotiations referred to in the previous sentence are completed and an agreement reached, the parties proceed, to the degree that this does not contravene the necessary provisions of law or the legitimate interests of the parties, to satisfy the obligations set out in the Agreement. Where a dispute over which the Parties are not able to reach an agreement within 60 day after its commencement (that is, by sending an e-mail notice to the other Party), each Party shall be entitled to refer the matter to the common court in Warsaw, Poland, which demands the recognition of a dispute.
5. Any modifications to this Agreement as a result of the circumstances stated in Articles 2 and 3 above shall be made in the same manner as that to which the Agreement was concluded.
6. In addition to the possibility to make amendments to the Agreement, the Operator retains the right, under all conditions, to change, amend or terminate the Agreement. The Advertiser shall be notified of any such changes via e-mail from the Operator.
7. l if the Advertiser does not approve any of the modifications of the agreement made under paragraph 5 above by the Operator, the Advertiser shall notify the Operator of this fact within seven days of obtaining notice of the changes. In this situation, the contract has been terminated and the Advertiser is obligated to immediately discontinue the application of the Affiliate Program and to stop advertisement for the Affiliate Program goods and services.
8. The provisions of the Terms and Conditions shall not constitute, nor shall they be considered as a business or legal relationship of employment between the Operator and the Advertiser.
9. The Agreement is regulated by Poland rules. Any conflict resulting from the Agreement shall be dealt with by a court of law responsible for persons located in Warsaw, Poland.
10. The terms and conditions, which have been agreed by the Advertiser and approved by the Advertiser, become an Agreement between the Operator and the Advertiser will be published on the website of the Operator and in the Panel.