ADDILIATE ADVERTISER AGREEMENT (the "Agreement")
This Agreement hereinafter has entered into by and between on one hand Clicktron S.L., a company duly incorporated and organized under the Spanish laws having its registered address at Balmes 188 5-2, 08006 Barcelona, Spain hereinafter referred to as "Clicktron" or "Addiliate" and on the other hand the company/companies and its affiliated company/companies wishing to use the service(s) of Addiliate, hereinafter referred to as the "Advertiser". The Advertiser may accept this "Agreement" by clicking the "I agree to advertiser legal terms and conditions" box at the end of this Agreement in order to establish a professional relation with Clicktron. Please read this Agreement carefully. Without accepting the provisions of this Agreement no Advertiser is allowed to use this service. After accepting this Agreement you must be accepted by Clicktron in order to become an Advertiser. Once your registration has been confirmed you will be informed through Clicktron's website www.addiliate.com and by email.
Clicktron has developed and operates a network on the Internet allowing companies to advertise their goods and/or services on third party websites by using Clicktron's platform hereinafter referred to as "Addiliate". Participants in Addiliate are Advertisers, Publishers and Clicktron itself. Advertisers market and advertise their goods and/or services by launching online campaigns (hereinafter called "Campaigns") using diverse media such as banners, e-mails, textlinks and other non-defined materials hereinafter summarized as "Media". Publishers incorporate, distribute or embed this Media on their digital space (hereinafter called "Site") which (among others) can be a website, social media page, blog and/or email database(s). Clicktron operates in this platform by providing the network access, tracking services and facilitates the payment to Publishers.
The following terms when used in this Agreement shall have the following meanings:
- Publisher - an individual or entity which allows its Site(s) or Site(s) content and/or other traffic sources to include Media, to permit Traffic and or results between the Publisher and the programs offered by Addiliate pursuant to this Agreement.
- Site - means a Website on which the Publisher is able and has the intention to place Media or a site to which the advertiser wants to drive traffic.
- Advertiser - an individual or entity, which advertises his sites through campaigns on Addiliate.
- Campaign - a specific advertising program, which is made available through Addiliate describing the exact offer, dates, payment methods and media.
- Placement - a running campaign on a Publishers site
- Tracking code - a piece of code that is placed on the advertisers page (usually lead or order confirmation page) in order to track a specific action on that page.
- Link - an internet connection that 'connects' two (2) websites
- Visitor - an individual who clicks on a placement on a Publisher's site and is connected to the advertisers site
- Transaction - actions by Visitors under the applicable campaign
- Mille - Thousand
- CPM - Cost per Mille, a predefined remuneration model in which the Publisher is rewarded for delivering thousand impressions or sentouts.
- Click - A click by a visitor on a placement on a Publisher's site that is connected to the advertisers site.
- CPC - Cost per Click - a predefined remuneration model in which the Publisher is rewarded for delivering clicks.
- Lead - a visitor who has completed a definite act, for example making a registration as a user
- CPL - Cost per lead - a predefined remuneration model in which the Publisher is rewarded for delivering leads.
- Order - a transaction or sale made by a visitor in order to buy a product, service or anything else offered by the Advertiser.
- CPO - Cost per order - a predefined remuneration model in which the Publisher is rewarded for delivering orders.
- Action - a predefined action that a visitor has completed on the advertisers site which can be a lead or an order
- CPA - Cost per action - a predefined remuneration model in which the Publisher is rewarded for delivering actions (e.g. placing an order).
- Traffic - is a collective term for valid Clicks, Leads, orders and actions.
- Legitimate traffic - All traffic which is not artificially generated from automatic openings, spiders, robots, requests in e-mail or chat rooms, script generators, placing links on other websites as "Site", and to conclude Clicks which are not preceded by an active act of a Visitor who wants to reach a certain website.
3. Use policy and obligations for Advertisers
- The Advertisers warrants that the information furnished to Addiliate about himself and his website is correct. The Advertiser must notify Addiliate immediately of any changes in the information by updating the information about his company (e.g. contact details) and his campaign(s) (e.g. budget, placements, product offer...) on Addiliate. Furthermore the Advertiser warrants that all information and content displayed belongs to the Advertiser or that the legal owner is been informed of the display of content on the Advertiser's website.
- Participation in Addiliate - After an Advertiser has completed its registration process; Addiliate will approve or deny his account within forty-eight (48) hours not counting weekends or special holidays. Addiliate reserves the right to withhold approval of membership, at its sole discretion, with or without cause. Advertisers are allowed to participate in Addiliate by accepting and applying for Advertiser campaigns in order to obtain the payouts related to the campaign following the performance of that specific campaign. After a campaign is accepted and confirmed by Addiliate, a Publisher is allowed to place the corresponding link and Media on its Site or other confirmed online volume in order to generate legitimate traffic.
- Campaign set-up and changes - Advertisers in the Addiliate system are able to set-up campaigns themselves or with the assistance of an account manager. In this initial set-up the policy's regarding the campaign will be determined and only Publishers that meet those requirements will be allowed for this campaign. After a campaign is set-up the advertiser will receive a formal insertion order (IO), which has to be signed and sent back to Addiliate by email, fax, or standard mail in order to start the campaign. The payout rates that have been agreed upon in the IO are binding. Any available campaign, or parts of the campaign within Addiliate may be amended or terminated with a 72 hour written notice. In this case the Advertiser will be obliged to make a written notice to Addiliate to communicate this.
- Publisher Management - When a certain Publisher is accepted to the campaign an advertiser will be allowed to terminate that specific Publisher with a 72 hour written notice. In case termination is in respect of breach of the Agreement this may be done with less than a 72 hour notice by contacting the responsible account manager.
- If the Advertiser is a natural person he must be at least 18 years of age. If the Advertiser has not reached the age of 18 a parent must give his consent to the registration to Addiliate service and the registration of an Advertiser below the age of 18 without parental consent will be ineffective. Beside individual partnerships, or other lawfully formed entities may participate in this service. Advertiser declares to provide Addiliate with up-to-date contact details and is responsible for that. Addiliate will only use contact details as provided by Advertiser to notify Advertiser of anything that is relevant to him.
- Advertiser is responsible for his own account usage and activity and declares to keep this account and login information confidential. All information provided by the Advertiser will be treated with utmost care as can be read in the data protection section. In case Advertiser expects any misuse of its account or breach of its security he will directly contact Addiliate.
4. Use policy and obligations for Addiliat
- Addiliate provides Advertisers to market their goods and/or services to Addiliate's platform. In this context, when a campaign is set up an Advertiser will deliver Addiliate a unique tracking link per campaign, or in case a campaign has certain subdivisions a specific link per subdivision. Addiliate will use this link to subdivide this link into a specific number of links per Publisher and monitor the stats per link. Although Addiliate attempts to monitor all statistics 100% real-life and correctly displayed, arbitrage can result in differences between realized results and tracked results. In that case the results displayed in Addiliate are leading and are the only statistics that may be used for financial implications. Based on the remuneration model the Advertiser has the choice or obligation to integrate a tracking pixel on its confirmation page. The obligation counts on a CPA model (or CPL or CPO) in which Addiliate and the Publisher are remunerated per transaction. Addiliate will provide the tracking pixel. In case an Advertiser does not support the implementation of a tracking pixel the Advertiser is forced to sent Addiliate daily updates about the amount of impressions, clicks and transactions measured on his site through the specific link delivered to Addiliate.
- Addiliate will collect the amounts realized from Advertisers and will pay the entitled amount to Publishers as being displayed in the Addiliate platform.
- Clicktron reserves the right to modify, amend, change or terminate the Addiliate service. The Advertiser will be notified of all such changes by e-mail or by an announcement on Addiliate's website.
5. Limits on Addiliate's Liability
- Addiliate cannot guarantee or warrant the performance of Addiliate's service or the links to any linked website(s).
- Addiliate shall not be liable for costs and damages for the Advertiser incurred by the Advertiser arising out of this Agreement unless caused directly by the negligence of Addiliate in providing its service. Addiliate shall not in any circumstances be liable for indirect or consequential damages and costs incurred by the Advertiser for any reason whatsoever.
- Addiliate will not be liable for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in Addiliate service or for any damage caused by viruses or components to the service, the Publisher software and/or the Advertiser's website. Addiliate shall not be liable for any error in the implementation of the links on the Advertisers' website or for the specified function of the links.
- Addiliate shall not be liable if Publisher, which has registered sites at Addiliate, do not fulfill their obligations according to their placements and Addiliate shall not be liable in any way for any agreements made directly between the Advertiser and such Publisher.
- The (financial) liability of Addiliate towards a specific Advertiser, Publisher or other third party will under no circumstances be larger than 500,- EURO.
6. Advertiser Payments
- Subject to the other provision of this Agreement, Advertisers will be under the obligation to remunerate Addiliate for their results, which can be tracked in the Addiliate System. Advertiser hereby acknowledges that the Addiliate system will be leading regarding tracking and this will be used for all financial implications. The rate and payment terms that the advertiser will remunerate for a specific campaign will be decided by signing a "Campaign IO". Addiliate will retain a percentage of 10% to 50% on top of what is paid to Publishers. Addiliate will decide the exact percentage. Addiliate will not communicate the exact percentage that is being withheld as its commission to any third party.
- Regarding performance campaigns, CPO, CPL and CPA, the advertiser has the right to disapprove results for specific reasons that explicitly have to be mentioned in the "Campaign IO". An Advertiser can either chose to automatically (dis)approve results or manually and in both cases he will deliver an overview of (dis)approved results latest on the fifth (5) business day of the following month with the reasons of (dis)approval. In case results have to be approved Advertiser hereby agrees to do this as fast as possible, but declares to do this latest the fifth (5) business-day after the month has ended. All results that are in the system the sixth (6) business-day of the previous month will be charged to the Advertiser and can results cannot be disapproved.
- Depending on the previously sent payment terms there are two options.
- Pre-payment for Advertisers out of the European Union. Unless to be decided differently, Advertisers with its legal entity registered outside of the European Union will have to completely pre-pay the previously agreed amount in the "Campaign IO". In case Addiliate will not perform its contracted duties in full or in part, the prepayment will be paid back to the Advertiser on the sixth (6) of the upcoming month. The amount that will be paid back in this case will be proportional to the percentage of the contract that has been successfully carried out by Addiliate.
- Post-Payment for Advertisers within the European Union. Addiliate will issue a commercial on the sixth (6) business-day with the results of the previous month that the Advertiser is obliged to pay within the agreed upon payment terms in the "Campaign IO".
- The advertiser is obligated to stand up to the payment terms set above, a failure to do so will entitle Addiliate for a compensation which will be equal to the invoice amount, increased with an interest penalty being equal to EURIBOR + 2% per month.
- Nothing in this Agreement shall create or be deemed to create, a relationship of employer and employee, joint venture, agency, franchise or sales representative between Addiliate and the Advertiser.
7. Proprietary rights
- Advertiser hereby grants Addiliate, and all Publishers inscribed in the Addiliate platform and potential Publishers, the right to display and distribute Advertisers name, logo, trademarks, all Media, links and other copyrighted materials that Advertiser provides to Addiliate in order to promote Advertisers' participation in Addiliate. As a result of this Publishers subscribed in the Addiliate network will place Media and links on their Sites in order to drive traffic to Advertisers Site. Publishers agree not to display any Media of Addiliate nor of Publishers on pornographic websites or websites dominated with content of violence or any other illegal subjects.
- Furthermore Addiliate is entitled to use all materials provided by Advertisers in commercial presentations to (potential) partners.
- It is forbidden for Advertisers to enter in direct agreements with Publishers active in Addiliate for a period of six (6) months after a terminating a Advertiser account in Addiliate if Advertiser has no written document that describes a previous working relation. In case a Advertiser does (want to) set up a direct agreement with the Publisher during those six (6) months period, Addiliate is entitled to twenty-five (25%) of its revenues of that specific relationship.
Regarding the topic of confidential information both Parties agree to exercise an equivalent degree of care in protecting the confidentiality of Confidential Information as that which it uses to protect its own information of like sensitivity and importance.
Which can be summarized as:
- To take proper an all reasonable measures to ensure the confidentiality of such Confidential Information;
- To use Confidential Information only for the Proper Use;
- To permit access to such Confidential Information only to such of its employees (including employees of affiliated companies controlled by the Recipient) and to identified consultants or outside advisors on a need-to-know basis. In the case of identified consultants or outside advisors and upon request of Discloser, Recipient shall obtain a written acknowledgement of this Agreement and a commitment to be bound by its terms as though the consultants or outside advisor were a party hereto;
- Not use the Confidential Information in the design or manufacture of its products or in the design of its processes or in any other manner without the prior written consent of Discloser;
The use of information relevant to campaigns or with any other commercial interest may be used in the context of the Addiliate service in order to stimulate commercial transactions. The Advertiser hereby agrees that Addiliate may provide all information that the Advertiser displays in the Addiliate platform to its Publishers and other commercial partners. Furthermore Addiliate may use data or statistics obtained by campaigns on Advertisers websites for all purposes like data studies, trend analysis, commercial presentations etcâ€¦
9. Term and termination of agreement
- This Agreement shall commence upon the Advertiser's acceptance of the conditions of this Agreement by clicking the button Register Advertiser after having ticked the box: I agree to advertiser legal terms and conditions.
- The Advertiser is entitled to terminate this Agreement upon five (5) work days advance notice in written form (Email, Standard Mail or any other written form). The Advertiser will delete all further reference to Addiliate and it's services and agrees to compensate Addiliate for all outstanding results or campaign performance or any future booked campaigns to the full amount within ten (10) days after termination.
- Addiliate is entitled to terminate this Agreement or temporary halt the Agreement immediately for the entire Addiliate service
or parts of it in case of:
- Fraud or any illegal activity in any way by the Advertiser.
- The Advertiser has not booked any results or running campaigns for six (6) months.
- Addiliate is forced to do so, for any reason, by an Publisher, other Advertiser or external other forces.
- The content or context of the Advertiser is no longer appropriate.
- Addiliate will notify Advertiser by email in case his account will be terminated or put on temporary halt, in this situation the Advertiser is required to take all reference and running campaigns directly of his Site and agrees to compensate Addiliate for all outstanding results or campaign performance or any future booked campaigns to the full amount within ten (10) days after termination.
- This Agreement expires immediately on termination.
The Advertiser shall keep Addiliate indemnified against any claims for damages or other claims for compensation arising from the contents of the Advertiser's website or any incorrect information given to Addiliate by the Advertiser. The Advertiser shall also compensate Addiliate for any other damages or costs caused by the Advertiser's improper, negligent or unauthorized use of Addiliate service and technical problems or loss of data caused by the Advertiser on Addiliate website or on any website to which the Advertiser is linked by Addiliate.
11. Assignment of the Agreement
The Advertiser may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Addiliate.
12. NO warranties
Except as expressly set forth in this agreement the service provided "as is" without warranties, expressed, implied or statutory, with regard to the service, fitness for a particular purpose, title and no infringement, legitimacy of traffic.
If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of this Agreement and the unenforceable or invalid provision shall be construed to be amended in order to avoid such enforceability or invalidity while preserving as closely as possible the intent of the Parties.
14. Intellectual Property Rights
Addiliate owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. The Advertiser does not acquire any rights or licences whatsoever under this Agreement other than to use links to Linked Websites on the terms of this Agreement.
15. Governing law
This Agreement shall be construed and enforced in accordance with the laws of the Kingdom of Spain. All disputes arising from this Agreement shall be finally settled by the competent Courts in Barcelona.
16. Service Modifications/Changes
Addiliate reserves the right to make changes to this Agreement and/or amend the Addiliate service as needed, at any time, and any such change or amendment shall take effect on the date specified in the amendment and any accompanying notification. You are responsible for keeping updated with any amendments to this Agreement. In the event a Advertiser disagrees with the proposed modification, such Advertiser may terminate its activity in accordance with the terms set forth herein.
17. Service Modifications/Changes
For further information, you may contact . We will answer your email within 48 hours.
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