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 Products. Publishers (through the Operator) receive remuneration from advertisers.
§ 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 Publishers throughout the Panel." The Account Manager can, based on the Publisher's requirements, be contacted by the Publisher 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 Advertising 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 Products 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' Products and services specified in the Panel for which a Publisher can sign up." A Publisher may receive remuneration for Actions from the Affiliate Programme.
"Agreement"-the General Terms and Conditions after the Operator has accepted the applicant for a Publisher and Publisher candidate accepted the General Terms and Conditions.
"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 Marketers 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' - any commercially sensitive information or / and records, in particular information, technical , operational, financial and other data shared and exchanged with the Contracting Parties, including firms, know-how, systems, markets, consumers, goods, policy, properties, liabilities, costs , profits, employees , agents and distributors, and other unregulated information.
"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."
"Operator ‘s Website" - a website run by the Operator. Every Publisher 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 nor an Advertiser.
§ 2. Preliminary provisions
1. The Operator manages the Affiliate Programme, 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 applicant for Publisher of the Terms and Conditions of the Publisher and approval by the Operator of the Publisher candidate.
3. Clicking on the 'register' button on the website of the Operator, the Publisher acknowledges without condition all aspects of the Publisher 's Terms and Conditions as well as offers the Operator to enter into an arrangement on the Terms and Conditions stated in the Publisher'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 Publisher candidate has been bound by the contract from the day that the Publisher candidate clicked the "Register" button on the Operator 's website.
5. In the absence of any notice from the Account Manager that the Publisher Candidate was awarded Publisher status, this means that the Operator did not approve the Publisher Candidate's bid, that the Candidate had not earned Publisher status, and that there was no compromise between him and the Operator. The completion of the Arrangement on the Terms & Conditions stated for Publishers shall take place only upon acceptance by the Applicant of the nominee for Publisher.
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 conclusioning the Arrangement as stated above shall only be met by the Advertiser Candidate and shall not be passed to the Operator for responsibility therefor.
8. The Affiliate Programme may at any time be modified or terminated by the Operator. Subsequent assignments may be made without restrictions.
9. 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 obligations of the Operator
1. In order to boost product revenue, the Operator manages the Affiliate Programme.
2. The Operator has the right to determine arbitrarily whether to operate the Affiliate Programme or not to execute or to discontinue the Affiliate Programme on some markets / countries.
3. The Account Manager provides the Publishers, on behalf of the Operator, with all relevant information obtained from Advertisers about Products and the statistics of their Actions by e-mail and other available contact means.
4. The Operator shall make the following details available: Products of Advertisers, Advertising materials, method of settlement with Publishers, methods and payment terms for Publishers, relevant requirements for products. Either the Account Manager or the Panel offers all relevant details.
5. The Operator makes Advertising Materials available to Publishers
Advertisers via the Account Manager or the Panel. To create Actions the Publishers use Advertising Materials. The Operator also provides the Publishers with links to the websites that include, inter alia, information, pamphlets, labels, packaging designs, safety certificates, country restrictions and any other material useful for generating Actions. The Operator gives Publishers a worldwide, non-exclusive and non-transferable, time-and-language, non-exclusive license to use publicity /Advertising Material submitted through the Panel (including materials referred to in section 5) for the performance of the Actions.
6. The Operator is obligated to control the Actions of the Publishers in order, among other things, to assess the amount of the Publishers' remuneration. CPA — cost per purchase, CPL — cost per lead or Revshare — revenue share are the methods of settlement for settlement with Publishers. The Panel provides information on the settlement model.
7. The Operator provides the related Product Marketers with information about the Publisher 's Actions as well as websites and other methods of producing them. At the request of the respective Advertiser, the Operator retains the right to suspend or cancel the right of the Publisher to take action in respect of particular Products.
8. The Operator provides the Publishers with all scientific, administrative and IT support
Connected with the Affiliate Programme. Such help can be given upon request to the Account Manager by the Publisher.
9. The Operator shall retain individual Publisher accounts.
10. After registering on the Operator's website, the Account Manager shall provide the information needed for each individual Publisher to log into the Panel, and to use the individual Publishers' account (login and password) that is strictly confidential to the Publisher (Publisher shall not reveal it or distribute it in any way).
11. The Operator retains the right to create the Panel and to alter or modify the Panel. The Publisher agrees in relation to this right that the individual Publisher account and Affiliate Programme can be updated, provided this does not impact the Publisher's Terms and Conditions.
§ 4. Publisher's rights and obligations
1. The Publisher shall meet the criteria stated in the Panel of the Affiliate Programme.
2. The Publisher must, in compliance with the legislation and good customs, use trademarks, labels as well as all other industrial / intellectual property rights of the Operator, Advertisers and third parties.
3. The Publisher is obligated to review all amendments to the Affiliate Program forwarded to the Operator's e-mail address, in particular in the event of termination of the Affiliate Programme or changes to the Remuneration terms of the Publisher.
4. The Publisher is entirely and solely responsible for the Actions. The Publisher is obliged to guarantee the right, up-to-date, full, reliable and clear details on Advertisers' goods and services in the Panel. The Publisher decides to conform with all existing state, local and international law requirements.
5. The Publisher declares that the information given to the Operator and concerning the personal information of the Operator and their website (if any) is accurate, full and given in compliance with the laws of the Publisher. The Publisher must inform the Operator instantly of any alterations via the Account Manager or via e-mail.
6. The Publisher shall provide the Operator with the full name of their company (business name), registration address, business ID number (a normal individual provides their data) and e-mail address (and any other means of communication possible, if applicable). The Publisher shall also have, where appropriate, accurate, full and up-to-date information about their personal details and websites. The Publisher shall notify the Operator through the Account Manager or e-mail of any modifications to the details in the preceding sentence.
7. The Publisher declares that, if any, the Publishers' rights to all information and works found on the Publisher's website belong to the Publisher or if not owned by the Publisher, the owner of the information and works rights bestowed on the Publisher's website has specifically decided to print and use them for commercial intent. The Publisher also notes that no third-party rights, including intellectual property rights, are infringed on the information and works listed in the previous sentence and that the details and works can in no way be regarded as forbidden or offensive.
8. The Publisher shall in no way create or contribute to Artificial Traffic production.
9. The Publisher shall not intervene in any way, override or interrupt the safety systems of the services, software, processes and records, use technological measures or IT technology or in any other manner.
10. The Publisher shall warn the Operator promptly of any instances of inappropriate or illegal use or of any confusion about Codes known to it.
11. The Operator has the right to check, if appropriate, the content of the Publisher 's websites surrounding the Publisher 's involvement in the Affiliate programme. The Operator also has the right to demand that the Publisher stop using content that is derogatory when reviewed by the Operator and that the Publisher stop using it. The Operator shall inform the Publisher of the negative evaluation alluded to in the previous sentence via the Account Manager. The Publisher has 3 days to uninstall material that has been checked adversely following receipt of updates from the Operator.
§ 5. Remuneration
1. The terms and conditions of the Publisher 's remunerations for Actions (hereinafter "Publisher Compensation") shall be released as part of the Panel valuing the Actions as part of the Publisher 's particular advertisers Promotions (hereinafter "Valuation of Action") and shall be binding on the parties until such time as they are changed and canceled. The evaluation of behavior is contained in the terms and conditions and is decided by the Operator. The assessment of actions paid to Publishers by advertisers for particular actions requires the profit margin of the Operator.
2. The criterion for calculating the size of the Publisher 's compensation is the Numbers which cover the Publisher 's Actions. The Numbers are the product of the Operator's monitoring of the Publisher 's Actions and form the basis of the Publisher 's payments in the model seen in the Column. Full reports with accurate details are available from the Account Manager on request.
3. The Parties conclude that Publisher 's services consisting of undertaking promotions and producing actions shall be made on the basis of settlement periods that shall expire on the day the Account Manager accepts Numbers (but the settlement periods shall not, at any time, extend six months). Every time the Publisher agrees on the duration of the settlement period to be agreed by the Account Manager.
4. The Publisher acknowledges that the evidence collected by the Operator is the sole basis for settlements.
5. After signing in, the numbers would be accessible to the Publisher in the Panel.
6. The Publisher's Remuneration in the sum arising from the Numbers is charged after a correctly distributed invoice has been submitted. The Operator and the Publisher will determine whether to pay the remuneration of the Publisher.
7. The invoice shall be sent to the Operator's e-mail address within 15 days of the close of the settlement date (accessible via the Account Manager). If within the specified time the publication fails to submit the invoice, remuneration may be included within the subsequent period of settlement. The remuneration of the Publisher would be paid within 30 days of receipt of the invoice.
8. If errors are determined in the Numbers by the Publisher, the Publisher shall contact the Account Manager within 10 days of the close of the settlement date. The Operator can immediately check the Publisher's reservations and correct or validate the numbers.
9. In accordance with the evaluation of the Actions published in the Panel, the Publisher's liability for the actions is paid in accordance with the mediation periods negotiated with the Account Manager. The Publisher's minimum payment is 300 USD for the settlement period. If the Publisher'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.
10. The Publisher 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 Publisher 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 Publisher by the sole negligence of the Operator. In no case will the Operator be responsible for loss of sales and unintended losses to the Publisher.
2. The Operator shall not be responsible for any defects in the operation of the Operator Panel or Web Site, interruption of access to the Panel, violation or missing 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 Publisher 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 Publisher
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 Programme 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 statute.
§ 7. Indemnification Against Claims
1. It shall indemnify the Operator and Publisher against lawsuits 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 any damages and costs incurred by the
Operator or the Advertiser and resulting from generating Actions by the Publisher, 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 the Agreement
1. This Agreement shall come into effect after the Regulator has accepted a nominee to serve as a Publisher and shall remain in force until such time as one of the Parties or both Parties working together terminate the Agreement.
2. The Publisher can, at any time without notice, terminate this Agreement immediately.
The Publisher 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 Publisher is in violation of the law in general or of some clause of the Agreement;
B. The Publisher generates or attempts to produce Artificial Traffic or otherwise Actions dishonestly or illegally;
C. The Publisher does not produce Actions for a longer period of time;
D. If a justified request is made to the Operator for a termination of the Agreement with the Publisher by the Advertiser or another Publisher.
4. The Publisher must immediately stop generating any Actions upon termination of the Agreement.
5. The Operator must immediately inform the Publisher, either by e-mail or through the Account Manager, of the termination of the Agreement and shall immediately discontinue advertising items by the Publisher.
6. The Publisher Account shall be suspended upon termination of the Agreement.
7. The Agreement is terminated immediately following delivery of the termination notice. The Publisher shall not be entitled to any remuneration for the Actions after the termination of the Agreement.
§ 9. Data Processing
1. The Publisher agrees to publish in the Panel its company name (or first, last and last name, where applicable) and/or e-mail address.
2. The Publisher agrees to the details and Advertising Materials of the Affiliate Programme being submitted by the Operator to the e-mail address of the Publisher and to the Operator processing all other information given by the Publisher with a view to implement 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. In compliance with this Agreement, the Publisher shall not acquire the rights or licenses referred to in paragraph 1 to those rights other than the right to use advertising materials in accordance with § 3.5 of the Convention.
§ 11 Confidentiality
1. The Publisher 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 Advertisers. The Publisher promises 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 Publisher 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 Publisher, 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 Publisher and the Publisher or Representative shall not be liable for such disclosure.
§ 12 Handling of Confidential Information
1. Publisher undertakes to respect the same level of care in the defense of such information as is usually used by the Publisher undertakes to respect the same level of care in the defense of Confidential Information as is usually used by the The Publisher, who declares to guarantee adequate protection from unauthorized disclosure, copying or use of Confidential Information.
2. Confidential disclosure approved is limited to those Publisher's members 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 Publisher shall be entirely responsible for any loss or damage to the other Operator and Advertiser 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 Publisher 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 Publisher 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 Publisher 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 Publisher'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 Publisher 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 Publisher shall be notified of any such changes via e-mail from the Operator.
7. l if the Publisher does not approve any of the modifications of the agreement made under paragraph 5 above by the Operator, the Publisher 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 Publisher 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 Publisher.
9. The Agreement is regulated by Ponand rules. Any conflict resulting from the Agreement shall be dealt with by a court of law responsible for persons located in Warsaw, Poland.
10. 10. The terms and conditions, which have been agreed by the Publisher and approved by the Publisher, become an Agreement between the Operator and the Publisher will be published on the website of the Operator and in the Panel.
Fn Europe Sp. Z o.o.
On behalf of FN Europe Sp. Z o.o.,
On behalf of Advertiser,