Terms for advertisers (Poland entities)
This agreement is between you, the Advertiser (“Advertiser”), and Admitad Polska Spółka z ograniczoną odpowiedzialnością, registered and incorporated in the Poland with a registered office at Elektronowa 2, 03-219 Warszawa, NIP: 252784498, Regon: 382865942 (“Admitad” or the “Company”).
1. Introduction
1.1 Admitad agrees to provide the Advertiser with the ability to post Ads (as defined below) for distribution through the Admitad Partner Network, as defined herein, subject to your compliance with the terms and conditions of this Agreement. By enrolling as an advertiser, the Advertiser, its agents, representatives, employees, and any other person acting on its behalf with respect to the use of the Admitad Partner Network, shall be bound by, and agrees to be bound by, this Agreement. The Advertiser also confirms that the representatives have the necessary consents to accept this Agreement.
2. Definitions
In this Agreement, the following terms shall have these meanings, unless otherwise noted:
– “Admitad Partner Network” – shall mean the proprietary website(s), platform, program, system, tracking system and all the related tools to be provided by Admitad that enable the Advertiser to promote their products and campaigns through the Admitad Partner Network.
– “Program” – shall mean a program (campaign, offer) created by the Advertiser within the Admitad Partner Network to promote a specific product and/or service.
– “Publisher” – shall mean a marketing Media Partner / Publisher or Affiliate who is signed up to the Admitad Partner Network and agrees to promote the Advertiser’s products and/or services.
– “Advertiser” – shall mean a business that chooses to promote either their own products and/or services on the Admitad Partner Network in accordance with the terms of this agreement.
– “Ads” – shall mean promotion of a product, brand, or service to a viewership in order to attract interest, engagement, and sales. Ads come in many forms from copy to interactive video.
– “Actions” – the event that a user needs to perform on an advertiser’s website: to make an order, to fill out a request, to register on the website, to install an application, etc.
– “Marketing Materials” – shall mean any products or content designed to market a company or its products and services to potential customers.
– “Tracking Solutions” – shall mean tracking technologies recording information about tracked conversions, reports, stats, rates, payments, or any other type of Program data. The most commonly used tracking solutions are TagTag, GTM template for TagTag, server to server, plugin, XML, API, mobile, Google Analytics API, offline, old pixel, IMG pixel.
3. General Provisions
3.1. This Agreement shall become effective upon the Advertiser clicking on the ‘Click to Action / Create My Advertiser Account’ button on the signup page at the Admitad.com site. The date the Advertiser clicks the link will be the “Effective Date”. The Agreement will remain in effect unless terminated in accordance with paragraph 10 of this Agreement.
3.2. All the information that the Advertiser provides in clause 3.1 must be accurate and true to their knowledge at the time of submission. It is the sole responsibility of the Advertiser to keep all user account information up to date. Failure to provide accurate information may result in account termination as outlined in paragraph 10.
3.3. Admitad reserves the right to refuse applications and acceptance of any advertiser is subject to the sole discretion of the Admitad Partner Network. The Advertiser hereby consents to Admitad using the Advertiser’s details and Personal Data for the purposes of carrying out any factual checks that it considers to be necessary to confirm the identity of the Advertiser, its suitability for (and the suitability of the Advertiser’s Website(s)) for the Admitad Partner Network and any other matter which is connected to the Advertiser’s application and, whenever subsequently accepted by Admitad is connected to its activities and role as an Admitad advertiser.
3.4. If the Advertiser is accepted into the Admitad Network, s/he will be required to complete a Know Your Customer (KYC) validation. This may involve submission of tax residency certificate, company registration document and/or other similar documents.
3.5. KYC Documentation is held privately by Admitad and will be reviewed and assessed by Admitad’s compliance team, who have full discretion to evaluate whether the provided documentation is both genuine and acceptable. Admitad reserves the right to request further documentation in any specific Advertiser’s case and reserves the right to refuse the Advertiser.
3.6. The Advertiser will also be required to provide a billing address to Admitad’s Partner Network. This address will be subject to verification by the Admitad compliance team.
3.7. The Advertiser may be requested to make a test bank transaction for validation purposes, which amounts will be accounted for the future Admitad services.
3.8. This Agreement sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a writing signed by both parties, including but not limited to the corresponding Insertion order (IO), may change, modify or amend the terms of the Agreement.
4. Advertiser obligations
4.1. As of the effective date of this Agreement (“Effective Date”), the Advertiser agrees to accept and pay for, and Company agrees to provide, the services identified and set forth in the Agreement (“Services”).
4.2. Advertiser acknowledges that Admitad may legitimately need all information, assistance, and cooperation from Advertiser to carry out its obligations in relation to their contractually binding.
4.3. Advertiser agrees to implement Tracking solution on all of its websites covered by the Agreement, including desktop all mobile versions of those websites and any downloadable mobile applications, in accordance with Admitad’s instructions and with its help. Advertisers understand and acknowledge that proper Tracking solution implementation is essential to the Services. Implementation of Tracking solution in all possible locations mentioned above is a prerequisite for the Program start.
4.3.1. If the Advertiser fails to comply, or Admitad suspects that the Advertiser is failing to comply, with its obligations under clause 4.3. Admitad may suspend the Agreement, including the provision of all Services and licenses, the operation of the Program and/or the Advertiser’s access to the Interface, until the Advertiser rectifies such failure.
4.3.2. In addition, the Advertiser will be obliged to compensate for losses resulting from a temporary lack of Tracking solution, regardless of whether Tracking solution has been removed in one or more sources. The compensation will be calculated on the basis of the average daily revenue of Admitad and Publishers based on the period before the loss of Tracking solution from the source(s) in question and multiplied by the number of days of the lack of tracking.
4.4. The Advertiser confirms that it is aware of and agrees to bear the cost of integration with the Admitad system in order to measure Actions in the Program. The cost of integration is 200 EUR. The parties agree that the cost may be reduced if the time requirements for Tracking integration described below are met:
1) done up to 1 week = 100% discount
2) done up to 2 weeks = 50% discount
3) done in more than 2 weeks = 0% discount
The integration time is counted from the date of sending the necessary materials (tracking pixel, instructions) by Admitad to the Advertiser.
4.4.1. If the Tracking solution related to the Program is not implemented by the Effective Date (as specified in the Order Brief) isn’t because of something inside Admitad’s control, Admitad maintains all authority to charge an expense of additional 200 EUR every month and per Program (or the corresponding fee converted into local currency if applicable) from the Effective Date until the Tracking Solution related to the Program has been implemented.
4.5. Advertiser acknowledges the superiority of Admitad’s Tracking solution and the results presented therein over other systems used, including systems for measuring leads or sales. The Admitad’s system remains the official source of information for billing purposes. If other/ external systems such as Google Analytics are used as an alternative source of data analysis, the Advertiser is obliged to configure it in accordance with Admitad’s guidelines in order to avoid possible discrepancies.
4.6. Subject to the terms of this Agreement, the Advertiser will be permitted to create a Program on admitad.com and link to a specified page or ad hosted by the Advertiser containing advertising and marketing materials for use by Admitad’s Publishers in the promotion of the Advertiser’s products or services.
4.7. Unless otherwise agreed, the Advertiser is required to promote the Program on the homepage of its website and provide a link to Admitad’s website for potential Publishers to apply.
4.8. The Advertiser agrees to be solely responsible for the contents of its Marketing Materials and the manner in which they are being used by Admitad’s Publishers to promote the Advertiser’s products and/or services.
4.9. Advertiser is solely responsible for its website content and the goods and/or services promoted and/or sold from that website (including and without limitation, compliance of the same and all applicable laws regardless of the Advertiser location). Admitad is not responsible, under any circumstances, for the practices of any specific Advertiser or Publisher or for the content of their websites, posts, or emails or other communications using the Admitad Network, and Admitad shall have no liability (whether in contract, tort, negligence or otherwise) for the same.
4.10. The Advertiser shall compensate Admitad against all costs (including, without limitation, legal costs), claims, losses, damages, defamation and awards suffered or incurred by Admitad in relation to the Advertiser’s website content, posts, or emails or similar communications and the goods and/or services promoted and/or sold from the Advertiser’s website including, without limitation, any and all claims, losses, damages and awards against Admitad with respect to non-compliance of the Advertiser website, its content and/or the goods and/or services marketed and/or sold through it with all applicable laws.
4.11. The Advertiser shall compensate Admitad if without Admitad’s knowledge and consent enters into direct cooperation with Publisher(s) acquired by Admitad during the course of the Program. The grace period between Publisher’s resignation from the cooperation through the Admitad network and the commencement of direct cooperation with Advertiser is 6 months. In the case of establishing direct cooperation with a Publisher without fulfillment of the period indicated, the Advertiser is obliged to pay Admitad compensation in the amount of the Publisher’s commission from the last six (6) months of activity in the Program. This provision does not apply if Publisher(s) provides to Advertiser a different range of activities in a different commission model than the range of activities carried out in the Program.
4.12. Advertiser acknowledges works with Admitad on an exclusive basis. In the event of cooperation with an alternative party providing the same or similar services to those provided to the Advertiser by Admitad, the Advertiser shall be obliged to pay Admitad compensation in the amount of six (6) months of commission calculated on the basis of Program commission for the last six (6) months prior to the breach of contractual provisions, unless otherwise provided by supplementary agreement between the parties. If the Advertiser breaches the contractual provisions before the period allowing for the calculation of the compensation, i.e. six (6) months of cooperation, Admitad is entitled to charge compensation as an average daily commission of the last 30 days before the abuse occurred multiplied by 180.
4.13. The Advertiser acknowledges that Admitad shall accept no responsibility for unwanted actions and Publishers traffic that comes through the Advertiser’s Program(s) based upon the settings of the Advertiser.
4.14. Advertiser Program Details – the details of the Advertiser Program and any Programs shall be contained within the Advertiser’s Program listing in the Admitad Partner Network. The Advertiser independently fills the data about their Program (rates, types of traffic, hold time, Post Click Cookie lifetime, etc.). In case of changing the Advertiser Program Details, the Advertiser shall contact Admitad by email at the following address: advsupport@admitad.com. The Advertiser’s Program segmentation and specifications will be published after review by the Admitad Partner Network . Any update or revision to the Advertiser’s Program may trigger a new verification by Admitad Partner Network. Notwithstanding the preceding, nothing contained on the Advertiser listing may conflict with this Agreement and any such conflicting terms and conditions shall be void.
4.15. Positioning of the Ads within the Admitad Partner Network is at the sole discretion of Admitad and its Publishers. Admitad does not guarantee that the Advertiser’s Ads will be available through any specific part of the Admitad Partner Network, when the Advertiser’s Ads will run or the placement and positioning of the Advertiser’s Ads. Admitad reserves the right to reject any Ad, page, link or Marketing Material for any reason at any time. Admitad reserves the right, at any time, to remove any of the Advertiser’s Ads or Marketing Materials if Admitad determines, (in its sole discretion), that the Ad or any portion thereof, violates any of Admitad’s policies/terms or may result in liability for the Admitad Partner Network. Admitad has the full rights to reject any URL link embodied within any Ad. Admitad’s failure to reject or cancel any Ad shall not be construed as an acceptance of the Ad or Marketing Material, nor shall it negate other provisions of the agreement, specifically with respect to liability.
4.16. The Advertiser grants to Admitad Partner Network and Publishers, a non-transferable, royalty free, worldwide license to display and link to their website or website content, and all trademarks, service marks, trade names, and/or copyrighted material and all other intellectual property rights, from each of their websites and/or subscription email, for the limited purposes of promoting their program. This is subject to the terms and conditions of this agreement. Admitad Partner Network will have no liability or assume any responsibility for any costs, damages or losses incurred by the improper use or distribution of these resources.
4.17. The Advertiser agrees to maintain the implemented Tracking solution throughout the duration of the Agreement and after its cancellation by the cookie lifetime period set in the Program in order to count the remaining transactions generated by the Publishers. The Advertiser acknowledges that Tracking is the sole measure of Transaction validity.
4.18. The Advertiser must notify Admitad at least seven (7) days in advance of any changes that may affect the Tracking system. If any action by the Advertiser leads to the removal or disabling of Tracking, resulting in unrecorded Transactions, the Advertiser agrees to compensate Publishers based on their average performance on the Program over the two (2) weeks preceding the Tracking issue. Additionally, the Advertiser will pay Admitad a Commission on any compensation payments made to Publishers for lost earnings.
4.19. Admitad reserves the right to remove the Program from the list of available programs if the Advertiser does not resolve any Tracking solution irregularities or other issues affecting Publishers within seven (7) days of receiving written notice.
4.20. If the Advertiser wishes to implement de-duplication technology or attribution model different than the generally accepted ‘last click’ in its Program, the Advertiser must provide Admitad with a two (2) month’s written notice to avoid conflicting tracking issues. This clause does not apply if the Advertiser was already using de-duplication technology at the time of signing the Service Order and had communicated this to Admitad in writing prior to the Agreement.
4.21. The Admitad Partner Network may contact the Advertiser by email, telephone, post, SMS, via social media network and other possible means of communication for feedback relating to the service under this Agreement and/or for marketing purposes in respect of other services of Admitad group entities.
4.22. The Advertiser shall be solely responsible for compliance with all applicable laws in all relevant jurisdictions including sanctions and regulations.
5. Fees and Reporting
5.1. The Advertiser shall pay a fee to Admitad Network for the rendered Services as per the Services Details agreed in this Admitad Network and final data as agreed by the Parties. Advertiser undertakes to pay fees in accordance with the tariff, plan or applicable subscription option selected in the Admitad Partner Network.
5.2. For the purpose of Actions confirmation, the Admitad Partner Network shall also provide a monthly report to the Advertiser via email before the 5th business day (in case of statutory holiday or weekends, postponed to the first working day after the holiday or weekends) of the month following the reporting month and the Advertiser shall promptly confirm the numbers. If the Advertiser doesn’t confirm the numbers within thirty (30) days, the Admitad Partner Network may suspend the Advertiser until confirmation or other data is provided. If the Advertiser does not confirm the numbers within ninety (90) business days after the day the monthly report was sent by the Admitad Partner Network, all the Actions will be considered approved and must be paid for.
5.2.1. While confirming the numbers in accordance with clause 5.2, the Advertiser shall process the appealed orders that were submitted by the Publisher for the previous accounting period. For the purposes of this clause, appealed orders are the orders that were made but did not get included in the reports from the Admitad Partner Network; as well as the orders that were declined by the Advertiser, despite being in compliance with the rates and the Program regulations, and were subsequently appealed by the Publisher.
5.3. One hundred percent (100%) of the amount payable for the accounting period will be paid within fourteen (14) business days after the invoicing date. The Advertiser undertakes the commission payment for the payment transfer.
5.4. Any Taxes levied on either Party shall be borne by the respective Party, in accordance with the applicable tax laws in the Territory. All Fees due to Admitad under this Agreement shall be increased by VAT. If VAT is applicable, such applicable VAT shall be borne by the Advertiser. The Fees paid by Advertiser to Admitad shall be made free and clear of, and without deduction of VAT. If a reverse-charge mechanism applies, the Advertiser shall provide a VAT number to Admitad and liable to account for and to pay such VAT to the relevant tax authorities. All payments of Fees to be made by the Advertiser to Admitad under this Agreement shall be paid without set-off, counterclaim or deduction, unless strictly required by applicable law, for example, because of a legal requirement to withhold any taxes.
6. Fraud
6.1. The Advertiser acknowledges and agrees that Admitad shall not be liable for any acts of fraud committed by the Advertiser, the Publishers and/or the end-user consumers. In addition, the Advertiser agrees to pay Admitad in full for all services performed under this agreement, regardless of any consumer or Advertiser fraudulent activity.
6.2. Admitad will make every effort to distinguish and stop any and all Publisher fraudulent activity. However, the Advertiser should make every effort to monitor the Publisher traffic activity and apply appropriate termination procedures immediately if the Advertiser believes a Publisher is engaged in fraudulent activity. Admitad shall have no liability to the Advertiser (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, costs, claims, damages or awards incurred by the Advertiser in respect of any fraudulent Publisher or end user activity.
6.3. Misuse, deceit, or purposeful sabotage of tracking data by the Advertiser, as determined by Admitad, will be considered as a material breach of this Agreement and may result in the immediate termination of the Advertiser account and this agreement.
7. Indemnification
The Advertiser shall keep Admitad Partner Network, its Publishers and their respective directors, officers, employees and agents indemnified from and against any costs (including, without limitation legal costs), awards, damages, claims for damages or other claims for compensation arising from: the breach by the Advertiser of any and all applicable laws in all jurisdictions; any claims from Publishers and customers of the goods and/or services supplied by it and/or sold by it; claims, awards and/or judgements from any authority in respect of the Advertiser’s supply of the goods and/or services and/or website content; the content of the Advertiser’s website or any incorrect information given to Admitad by the Advertiser; any infringement or potential infringement of any third party’s intellectual property rights. The Advertiser shall also indemnify Admitad for: any other damages, losses or costs caused by the Advertiser’s improper, negligent or unauthorized use of Admitad services; technical problems or loss of data caused by the Advertiser on the Admitad and Advertiser Website or on any website to which the Advertiser is linked by Admitad.
8. Limitation Of Liability
8.1. To the extent permitted by applicable law, Admitad shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, liabilities, costs, expenses and claims (including but not limited to, direct, indirect or consequential losses, loss of profit, loss of contracts, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses arising out of or in connection with: 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; any third party deleting, removing, deactivating or tampering with the Publisher and Advertiser tracking service or Tracking Codes and Pixels.
8.2. Admitad cannot guarantee or warrant the performance of Admitad services or the links to any linked websites. Admitad, to the extent permitted by applicable law, shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any error in the implementation of the links and tracking codes for the Advertiser’s website or for the specified function of the links.
8.3. Admitad shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence or otherwise and howsoever arising) for any delay and/or failure to perform its obligations under this agreement where such delays and/or failures to perform arise as a result of events beyond the reasonable control of Admitad including, without limitation, flood, fire, act of government and failures of telecommunications and internet service providers.
8.4. Admitad shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence or otherwise and howsoever arising) for any mistake or error of any kind when configuring Program settings inside Advertiser accounts. It is the Advertiser’s responsibility to ensure that the Advertiser Program was configured properly by Admitad that includes payout amounts, deadlines, promotion terms, geographical restrictions, prizes, additional incentives, favorable rates or any other Program settings inside an Advertiser account.
9. Termination
9.1. Either party may cancel this Agreement or an IO, by giving thirty (30) business days prior written notice to the other party, unless stipulated otherwise in the tariff, plan or applicable subscription option selected in the Admitad Partner Network. Any accrued but unpaid payment obligations, shall survive termination of the Agreement. In the event of termination, the Advertiser shall allow thirty (30) business days for the Programs to become inactive across the Admitad Partner Network, and the Advertiser shall be responsible for the Sales and Conversions that result from Ads published during those thirty (30) days.
9.2. Admitad may terminate this Agreement immediately at any time following acceptance of the Advertiser onto the Admitad Partner Network if the Advertiser does not meet Admitad requirements or fails to provide documentation requested by Admitad or otherwise as Admitad reasonably determines, including (but not limited to) any malpractice, late payment of commission or Advertiser Fees, or any breach of these terms. Admitad will provide reasonable notice of such termination where possible.
9.3. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, Admitad may terminate this Agreement immediately at any time upon notice to the Advertiser in the event of any one or more of the following:
9.3.1. In the specific circumstances set out in this Agreement;
9.3.2. The Advertiser commits a breach of this Agreement;
9.3.3. Any event of insolvency occurs, including (but not limited to) the Advertiser being unable to pay their debts, making any arrangements with creditors, a petition for winding up is filed, an administrator is appointed;
9.3.4. The Advertiser suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
9.3.5. The Advertiser Website is inoperative;
9.3.6. There is a change of control of the Advertiser account or related business
9.4. Following termination of this Agreement, Admitad has the right to re-direct visitors promoting the Advertiser’s Programs to whatever destination it determines in its sole discretion.
9.5. The Advertiser shall maintain Tracking Codes and Pixels in place for a minimum of thirty (30) days following termination. Any late conversions, commission or Advertiser fees earned during the notice period will continue to be payable by the Advertiser to Admitad Partner Network.
10. Non-Disclosure
10.1. The Advertiser or Admitad may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party. The receiving party agrees to make commercially reasonable efforts, but in no case less effort than it uses to protect its own confidential information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party.
10.2. The receiving party agrees not to disclose the confidential information without prior express written consent from the other party in each instance. The term “confidential information” shall not include information that is, or becomes, part of: the public domain through no action or omission of the receiving party; that becomes available to the receiving party from third parties without knowledge by the receiving party of any breach or violation of fiduciary duty, or that the receiving party had in its possession prior to this Agreement.
11. Final Provision
11.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Poland, without regard to its conflict of laws rules or principles.
11.2. In case any dispute arises and cannot be settled by the Parties in an amicable way, the controversy or claim shall be settled by the appropriate court in accordance with jurisdiction established by the legislation of Poland, subject to that the place of jurisdiction shall be the place where Admitad has its registered office.
11.3. The Advertiser use of the Admitad Network is irrefutable acknowledgement by the Advertiser that s/he read and agreed to each and every term and provision of this Agreement.
11.4. Admitad reserves the right to amend and update this agreement at any time, by posting written notice of the changes on the Admitad Partner Network or by an email.
11.5. The use of the Admitad Partner Network by the Advertiser after making changes to this Agreement indicates the Advertiser’s consent to the changes and willingness to assume the obligations specified in this Agreement. Disagreement with the changes in the Agreement entails the termination of this Agreement, as well as the termination of work with the Admitad Partner Network.
