AFFILIATE PROGRAMME RULES AND REGULATIONS FOR AFFILIATES

The Operator runs an Affiliate Programme online, which aims to increase the sales of Products and services of Advertisers. As part of the Programme, Advertisers determine the rates that will be paid to Affiliates for specific Actions and provide promotional materials that can be used in the promotion of their Products and services. Affiliates advertise Advertisers’ Products generating Actions. Affiliates receive remuneration from Advertisers (through the Operator).

§ 1
Definitions

For the purpose of these Rules and Regulations, the following expressions shall have the following meaning:

1. “Affiliate” – means a legal or natural person registered in the Operator’s Panel, providing services online, who has unconditionally accepted the provisions of the Rules and Regulations and to whom the Operator has assigned the Affiliate status.

2. “User” – means any person who made Actions under the Programme, for which the Affiliate will be remunerated.

3. “Action” – any action performed by a User, for which the Affiliate is eligible for remuneration or running a Code (e.g. clicking on an ad, registration on a website or filling out a contact form, etc.). The Actions are indicated in the Panel.

4. “Artificial Traffic” – it is a collective term for inappropriate Actions, which can be caused (for example, but not only) by automatic loading of a website, the software updating indexes of Internet search engines, web crawlers, requests sent via e-mail or discussion websites like chatrooms, script generators, placing links on websites other than those reported by the Affiliate, Clicks that are not generated by web browsers, Clicks which are not preceded by an activation of a link by the User who wants to connect to a particular website.

5. “Panel” – special software used by the Operator having the functions needed to operate the Affiliate Programme.

6. “Codes” – mechanisms for registering an Action in the systems of an Operator.

7. “Affiliate Programme” or “Programme” – a programme that is run by the Operator to increase the sales of Products and services listed in the Panel, which an Affiliate can sign up to. The Affiliate Programme enables an Affiliate to obtain remuneration for Actions.

8. “Sub-programme” – an affiliate programme run by an Affiliate for Advertisers, after receiving approval from the Operator, on terms identical to those defined in the Affiliate Programme Rules and Regulations.

9. “Campaign” – an order made by Advertisers for Affiliates to acquire specific Actions at a specified cost, for a specific Product or service, in a particular market, using specific promotional materials, within a specified time period and possibly additional limiting parameters.

10. “Report” – the basis for determining and paying remuneration to an Affiliate for Affiliate’s Actions, available in the Panel.

11. “Rules and Regulations” – means these Rules and Regulations.

12. “Advertiser” – a legal or natural person which is a customer of the Operator, for whom the Operator runs the Programme. The Advertiser orders a Campaign in the Panel, by indicating the Action and the remuneration. The Advertiser takes full responsibility for their Products and services.

13. “Advertising Materials” – an advertisement, a banner or any other advertising, marketing or promotional material promoting the Products or services of an Advertiser, submitted by the Advertiser through the Panel, which can be used by an Affiliate during Campaigns.

14. “Agreement” – the Rules and Regulations after being accepted by the candidate for an Affiliate and after the candidate for an Affiliate is accepted by the Operator and the Advertiser.

15. “Product” – a Product or service of an Advertiser advertised by an Affiliate when generating Actions.

§ 2
Preliminary provisions

1. The Operator runs the Programme, which allows Advertisers to increase the sales of their Products and gives Affiliates a chance to obtain remuneration for Actions.

2. The condition of participation in the Affiliate Programme is the acceptance of the provisions of the Rules and Regulations by a candidate for an Affiliate and the acceptance of the candidate for an Affiliate by the Operator and the Advertiser.

3. By clicking on the “Register” button in the Panel, the Affiliate unconditionally accepts all the provisions of the Rules and Regulations and makes the Operator an offer to conclude an agreement on the conditions specified in the Rules and Regulations. If you don’t accept the provisions of these Rules and Regulations, you aren’t able to use the Affiliate Programme and conclude an Agreement.

4. A Candidate for an Affiliate is bound by the offer for 30 days from the date when the Candidate for an Affiliate clicked on the “Register” button in the Panel.

5. If the Candidate for an Affiliate does not receive a notification e-mail confirming that they have been granted the status of an Affiliate, within the period specified in paragraph 4, this means that the Operator has not accepted the offer of the candidate for an Affiliate, that the candidate has not received the Affiliate status, and that no agreement was made between them and the Operator. The conclusion of the Agreement on the conditions specified in the Rules and Regulations occurs only after the approval of a candidate for an Affiliate by the Operator and the Advertiser.

6. The Affiliate shall be notified by the Operator through the Panel about being awarded the status of an Affiliate and about the conclusion of an Agreement between the Operator and the Affiliate.

7. The Operator shall not be liable for any damages incurred by the candidate for an Affiliate in connection with the fact that they counted on concluding the Agreement with the Operator. Any costs incurred by the candidate for an Affiliate in connection with making the above offer and other activities aiming to conclude the Agreement as provided above, shall be borne only by the candidate for an Affiliate and the liability for them cannot be transferred to the Operator.

8. The Affiliate Programme may at any time be modified or terminated by the Operator. The Operator can make the assignment of all rights and obligations to another entity, which can run the Affiliate Programme after the assignment, replacing the Operator. After the assignment, the Programme can also be modified or terminated. Subsequent assignments can be made without restrictions.

9. Information about the Affiliate Programme, including its modifications or termination, will be made available in the Panel.

§ 3
Rights and obligations of the Operator

1. The Operator runs the Affiliate Programme in order to increase Product sales.

2. The Operator has the right to unilaterally decide to refuse or cease running the Programme with respect to specific Products or to decide not to run or cease running the Programme in specific markets/countries.

3. The Operator provides the Affiliates with all necessary information about Products and their Actions’ statistics through the Panel.

4. The Operator is responsible for publishing at least the following information in the Panel: Products of Advertisers, Advertising Materials, methods of settlement with Affiliates, methods and terms of payment of remuneration for Affiliates, specific conditions for Products

5. The Operator provides the Affiliates with Advertising Materials received from Advertisers, by placing them in the Panel. The Affiliates can download Advertising Materials and use them to generate Actions. In addition, the Operator provides the Affiliates with links to websites containing, among other things, information, brochures, labels, packaging designs, safety certificates and any other content that can be useful to generate Actions. The Operator grants Affiliates a non-exclusive and non-transferable worldwide sub-licence, unlimited as to the time and languages, to use Advertising/Promotional Materials submitted through the Panel (including the materials referred to in paragraph 5) to carry out the Actions.

6. The Operator is obliged to supervise the Actions carried out by Affiliates, in order to, among other things, determine the amount of remuneration of the Affiliates. The settlement models used for making settlements with Affiliates include: CPA – Cost per acquisition, CPC – Cost per click, CPS – Cost per scroll, CPO – Cost per order, CPM – Cost per thousand, FF – Flat fee. Information on the settlement model is contained in the Panel.

7. The Operator provides all technical, administrative or IT support to the Affiliates in connection with the Affiliate Programme. Such support is provided at the request of the Affiliate reported to the Operator through the Panel.

8. The Operator is responsible for maintaining individual Affiliate accounts.

9. The Operator shall provide each individual Affiliate with the data needed to log in and use individual Affiliate account in the Panel (login and password) that the Affiliate is obliged to keep strictly confidential (an Affiliate must not disclose or distribute them in any way).

10. The Operator reserves the right to develop the Panel and introduce changes or other modifications to the Panel. In connection with this right, the Affiliate acknowledges that the individual Affiliate account and the Affiliate Programme may be changed, provided that this does not affect the Rules and Regulations.

11. After receiving approval from the Operator, the Affiliate has the right to independently run the Affiliate Programme on terms identical to those defined in the Rules and Regulations, which will be a Sub-programme of the Programme run by the Operator. In such a case, the following additional arrangements shall also apply:

a. The Operator grants the Affiliate a non-exclusive worldwide licence to use the Panel, unlimited as to the time and languages. Affiliates in the Affiliate Programme run by an Affiliate will also be able to run further affiliate programmes on terms identical to those defined in the Rules and Regulations (the rules and regulations adopted then will differ only in terms of the entity running an affiliate programme and the date on which they will enter into force);

b. The Operator enables running a separate instance of the Panel and ensures the operation of the Panel on the domain, whose owner or entity authorized to use it is the Associate;

c. The Operator agrees that the Affiliate can use the names, logos and other marketing signs, including trademarks of Affiliate in order to determine the Panel and Affiliate Programme run by the Affiliate (Sub-programme);

d. In the Panel, the Operator enables the Affiliate to set the margin by which they want to reduce the rate for the Actions that they will offer their own Affiliates.

§ 4
Rights and obligations of the Affiliate

1. The Affiliate shall comply with the requirements of the Affiliate Programme indicated in the Panel.

2. The Affiliate is obliged to use trademarks, logos and any other industrial/intellectual property rights of the Operator, Advertisers and third parties in accordance with the law and good customs.

3. The Affiliate is obliged to check updates concerning the changes in the Affiliate Programme published in the Panel, in particular in the event of termination of the Programme or changes in the conditions of remuneration for Affiliates.

4. The Affiliate bears full and sole responsibility for the Actions. The Affiliate is obligated to ensure that the information on the Products and services of Advertisers are correct, up-to-date, complete, accurate and consistent with the information available in the Panel. The Affiliate agrees to comply with all relevant provisions of national, local and international law.

5. The Affiliate declares that the information provided to the Operator and concerning their personal data and their website (if any) is correct, complete and has been submitted in accordance with the laws applicable to the Affiliate. The Affiliate shall immediately notify the Operator of any changes, by updating this information via the Panel.

6. The Affiliate gives the Operator full name of their company (business name), the number in the business register entered in the register, the name of the registration authority, the address and mailing address, if different from the registered office address, tax identification number and VAT number (a natural person provides their data respectively). The Affiliate also provides correct, complete and current information concerning their personal data and websites, if applicable. The Affiliate is obliged to inform the Operator of any changes in the data referred to in the preceding sentence, via the Panel.

7. The Affiliate declares that the rights to all information and works on the website of the Affiliate, if any, belong to the Affiliate or, if they do not belong to the Affiliate, then the owner of the rights to information and works on the website of the Affiliate has granted express consent for their publication and for using them for commercial purposes. The Affiliate also declares that the information and works referred to in the previous sentence do not violate any third party rights, including intellectual property rights, and that the information and works cannot be in any way be considered as prohibited or offensive.

8. The Affiliate must not in any way generate or contribute to generating Artificial Traffic.

9. The Affiliate must not in any way interfere, circumvent, disturb or replace the security mechanisms of programmes, applications, processes and data, with the use using technical measures or IT technologies or in any other way.

10. The Affiliate shall immediately notify the Operator of any cases of improper or unlawful use of Codes which are known to them or raise their doubts.

11. The Operator has the right to verify the content on the websites of the Affiliate, if applicable, related to the participation of the Affiliate in the Affiliate Programme. The Operator also has the right to demand that the Affiliate stops using the content which gets negative assessment when verified by the Operator or an Advertiser, and the Affiliate is obliged to stop using that content. The Operator shall notify the Affiliate, via the Panel, of the negative verification referred to in the previous sentence. The Affiliate has 3 days of receipt of e-mail messages from the Operator to remove the content which has been negatively verified.

§ 5
Remuneration

1. The terms and conditions of remunerating an Affiliate for Actions (hereinafter: “Remuneration of the Affiliate”) are published in the Panel as the valuation of the Actions as part of Campaigns conducted by the Affiliate for a specific Advertiser (hereinafter: “Valuation of Actions”) and are binding upon the Parties until they are amended or cancelled. The Valuation of Actions is a part of the Rules and Regulations and is determined unilaterally by the Operator. The Valuation of Actions that will be paid by the Advertisers to Affiliates for specific Actions includes Operators margin. (Valuation of the Actions is not subject to negotiations).

2. The basis for determining the amount of the Affiliate’s Remuneration is a Report covering the Actions of the Affiliate. The Report is the result of the Operator’s supervision over the Actions of the Affiliate and is the basis for determining the remuneration of the Affiliate in the model indicated in the Panel.

3. The Parties agree that the services of the Affiliate consisting in conducting Campaigns and generating Actions are rendered based on settlement periods the end of which shall be the day of accepting Report by the Operator (however, at least once every 1 year).

4. The Affiliate agrees that the only basis for settlements will be the data obtained by the Operator.

5. The Report will be available to the Affiliate after logging into the Panel.

6. The Remuneration of the Affiliate in the amount resulting from the Report will be paid in the manner indicated in the Panel. The Operator and the Affiliate can decide on a different form of payment of Affiliate’s Remuneration.

7. The Affiliate's remuneration for the Actions will be paid monthly or based on other payment periods specified in the Panel in accordance with the Valuation of the Actions published in the Panel. The remuneration of the Affiliate will be paid when its amount is at least EUR 100 or its equivalent. In the case where this condition is not met within a month or in other period specified in the Panel, the remuneration will be added to the remuneration in the month in which this condition is met.

8. If VAT is due on the Actions purchased from the Affiliate, it is paid by the Operator as a purchaser of services in the country where the Operator is registered, unless the applicable law provides otherwise, and in accordance with the rules in force in this country.

9. The Affiliate is responsible for fulfilling all obligations which it is required to fulfil under generally applicable laws.

10. For the use of the Panel, the Affiliate will be required to pay a license fee on the principles and in the amounts specified in the Panel.

§ 6
Exclusion of liability

1. The Operator is not liable for any possible costs or damage incurred by the Affiliate in connection with the performance of their obligations under the Agreement, with the exception of damages caused to the Affiliate due to the exclusive fault of the Operator. The Operator shall in no event be liable for lost profits and damage caused unintentionally to the Affiliate.

2. The Operator is not liable for any defects in the operation of the Panel or the website of the Operator, interruption of access to the Panel, breach or loss of data, flaws in the security system, viruses or other harmful software components, or for any damage in the Service, Affiliate’s Software and/or on Affiliate’s website caused by viruses or software components. The Operator is not liable for any errors in the use of the Codes on the Affiliate’s website.

3. The Operator is not responsible if the Advertisers do not meet their obligations under the agreements concluded directly between the Affiliate and the Advertisers outside of the Panel.

4. The Operator is not liable for the compliance of the Affiliate Programme with the law in countries other than the country of registration of the Operator. The Affiliate is solely responsible for the compliance of use of the Affiliate Programme in accordance with the law if the Affiliate registers in the Panel from the country other than the country of registration of the Operator.

§ 7
Indemnification against claims

1. The Advertiser agrees to indemnify the Operator and the Affiliate against any claims for damages or other demands made against the Operator or the Affiliate (hereinafter: “Claims” or “Demands”) resulting from the responsibility of the Advertiser for the Product, i.e. for instance for lawful Product launch and for Advertising Materials made available in the Panel or otherwise provided to the Affiliate, subject to paragraph 2. If Claims are made against the Operator or the Affiliate, the Advertiser undertakes to cover the full amount of any damages and costs incurred by the Operator or the Affiliate.

2. The Affiliate 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 Affiliate, including:

a. the use of the Affiliate Programme or the Panel by the Affiliate in a way that is incompatible with the provisions or the Agreement, improper or negligent;

b. technical problems or data loss caused by the Affiliate in the Panel or on the websites of the Operator or the Affiliate, if the Affiliate has websites;

c. any other activities of the Affiliate related to generating Actions.

§ 8
Term of the Agreement

1. The Agreement shall enter into force after the approval of a candidate for an Affiliate as an Affiliate by the Operator and the Advertiser, and shall remain in force until terminated by either Party or by both Parties acting jointly.

2. The Affiliate can terminate this Agreement immediately, without notice, at any time. The Affiliate must cease the Actions and stop using the Affiliate Programme immediately upon Agreement termination.

3. The Operator, at its sole discretion, may terminate this Agreement immediately, without notice, at any time. In particular, the Operator has the right to terminate the Agreement, in the event that:

a. The Affiliate does not comply with generally applicable law or in any way violates any provision of the Agreement;

b. The Affiliate generates or tries to generate Artificial Traffic or acts dishonestly or unlawfully in any other way;

c. The Affiliate does not generate Actions for a period of three months;

d. If the Advertiser or another Affiliate make a justified request to the Operator for the termination of the Agreement with the Affiliate.

4. Upon the termination of the Agreement, the Affiliate must immediately cease generating any Actions.

5. The Operator shall immediately notify the Affiliate of the termination of the Agreement by e-mail, and the Affiliate shall immediately cease advertising Products and services of the Advertisers.

6. Upon the termination of the Agreement, the Affiliate Account is suspended.

7. The Agreement shall expire immediately after termination. After the expiry of the Agreement, the Affiliate is not entitled to any remuneration for the Actions.

§ 9
Data processing

1. The Affiliate consents to the publication of their business name or first and last name in the Panel. The Affiliate also consents to the processing by the Operator of the information provided to the Operator by the Affiliate for marketing purposes.

2. The Affiliate consents to Advertising Materials and information about the Programme being sent to the e-mail address of the Affiliate by the Operator as well as to the processing by the Operator of any other information provided by the Affiliate in order to implement the Affiliate Programme.

§ 10
Intellectual property rights

1. The Operator is the owner of the names, logos and other marketing signs, including trademarks, used to refer to the Panel and the Affiliate Programme.

2. Under the Agreement, the Affiliate shall not acquire any rights referred to in paragraph 1 or licenses to these rights, except for the right to the license to use Advertising Materials in accordance with §3.5.

3. The Operator is a licensee of the Panel. If the Affiliate runs a Sub-programme, the Operator will provide the Affiliate with a sub-license to use the Panel.

4. In addition to the sub-license referred to in paragraph 3, the Affiliate has the right to use their own names, logos and other marketing signs, including trademarks, to refer to the Panel and the Affiliate Programme conducted by the Affiliate (Sub-programme).

§ 11
Assignment of rights under the Agreement

1. The Affiliate must not assign their rights or obligations under the Agreement in whole or in part to a third party without the prior consent of the Operator expressed in writing.

2. The Affiliate agrees that the Operator may transfer its rights and obligations under the Agreement to any third party (natural or legal person) and disclose and provide information about the Affiliate’s website, e-mail address, etc. to any third party in connection with the transfer of rights and obligations under the Agreement.

§ 12
Final Provisions

1. The Parties agree that if it is found that any of the provisions of the Agreement is ineffective under the law, it shall not affect the validity of the remaining provisions thereof, unless on the basis of the given circumstances it is evident that without the provisions which were deemed ineffective, the Agreement would not have been concluded.

2. In the event that any provision of the Agreement is ineffective under the law, the Parties undertake to immediately amend the Agreement, by introducing substitute provisions whose objective is equivalent or as close as possible to the objective of the provisions which were deemed ineffective.

3. If it is found that any of the provisions of the Agreement is ineffective under the law and the circumstances clearly indicate that without the provisions that have been deemed ineffective the Agreement would not have been concluded, the Parties undertake to immediately enter into negotiations aimed at concluding a new agreement, whose objective will be equivalent to or as close as possible to the purpose of the Agreement. In order to start the negotiations, one of the Parties must send a written notice to the other Party (ADR notice) with a request to start negotiations no later than within 14 days of receiving the ADR notice (ADR sent in the form of an e-mail is sufficient). At the request of one of the Parties, the Parties may conduct negotiations with the use of means of distance communication, without the simultaneous physical presence of the Parties (e.g. in the form of a teleconference). Until the negotiations referred to in the preceding sentence are concluded and an agreement is reached, the Parties undertake to fulfil the obligations specified in the Agreement to the extent to which this is not contrary to the mandatory provisions of the law and the legitimate interests of the Parties. In the event of a dispute as to which the Parties are unable to reach an agreement within 90 days of its beginning (i.e. of sending ADR notice in the form of an e-mail to the other Party), each Party shall have the right to refer the issue to a common court in Bern, Switzerland, demanding recognition of a dispute.

4. Any amendments to this Agreement as a result of the circumstances referred to in paragraphs 2 and 3 above shall be made in the same form as the conclusion of the Agreement.

5. Apart from a possibility of making amendments to the Agreement, the Operator reserves the right to modify, improve, amend or terminate the Agreement in all circumstances. The Affiliate shall be informed of any changes of this kind via e-mail.

6. If the Affiliate does not accept the amendments to the Agreement made by the Operator in accordance with paragraph 5 above, the Affiliate is obliged to inform the Operator of this fact not later than within 7 days of receiving a notification of the changes. In this case the Agreement is terminated and the Affiliate is obliged to immediately stop using the Affiliate Programme and stop advertising Products and services under the Programme.

7. The provisions of the Rules and Regulations do not constitute and shall not be treated as provisions establishing a company or a legal employment relationship between the Operator and the Affiliate.

8. The Agreement shall be governed by the laws of Bern, Switzerland. Any dispute arising out of the Agreement shall be considered by a court of law competent for entities based in Bern, Switzerland.

9. Appendix 1 to the Rules and Regulations, entitled Non-Disclosure Agreement, is an integral part of the Agreement.

10. The Rules and Regulations, which become an Agreement between the Operator and the Affiliate after being approved by the Affiliate and after the Affiliate is approved by the Operator and the Advertiser, are published on the website of the Operator.