Terms of Service

Hereby stipulated are terms of cooperation between:

Optimise Media Poland Sp. z o.o. based in Al. Jerozolimskie 107 in Warsaw, Poland, registered in the District Court of Warsaw, XII Economic Department of the National Court Register under the number KRS 310668, with PLN 125 000 as seed money, tax identification number (NIP) 527-25-83-283,
represented by Magdalena Czachowska, the Managing Director, pursuant to a duly issued proxy, henceforth referred to as “OPTIMISE”

and

The Publisher

1. General Provisions

1.1. These Terms of Service (henceforth “Terms of Service”) define the terms and conditions of cooperation between the Parties regarding:
       1.1.1. The Publisher's providing OPTIMISE with access to advertising space that OPTIMISE will use in order to provide services for Advertisers using technology allowing for redirecting Users browsing The Publisher's websites to the Advertisers'                   websites,
       1.1.2. setting the level of and receiving Commission by The Publisher in accordance with Payment Terms.

1.2. The following terms will, unless the context of the Terms of Service dictates otherwise, refer to as follows:

Publisher

Refers to a natural person running a company, a legal person, or an organization without a legal personality beginning to cooperate with OPTIMISE under terms specified in these Terms of Service

Publisher's Account

A secured area of OPTIMISE's website, access to which will be granted to the Publisher pursuant to section 2 of the Terms of Service

Advertising Materials

Refers to any banners, text links, mailing creations, sponsored articles as well as other material referring to the Product or Advertiser's Website. The Publisher receives Advertising Materials from OPTIMISE or downloads them from their account and then puts on the Website he runs or otherwise shares with Users (e.g. mailing)

Publisher's Website

Refers to an editable website run, managed, and maintained or circulated by the Publisher.

Commission

Refers to the moneys payable by OPTIMISE to The Publisher

Commission Rate

Refers to the Commission rate based on The Publisher's allowing access to advertising space as per the Terms of Service. Both Commission and Commission Rate are determined on a case by case basis, depending also on the campaign. The rules governing how those are determined are defined in article 5 of these Terms of Service

Confidential Information

Refers to any confidential information either party may acquire in the course of performing actions subject to these Terms of Service, which includes but is not limited to know-how and other corporate secrets of another party, further defined in section 7.5 of the Terms of Service

Intellectual Property

Refers in particular to patents, utility models, trademarks, or domain names and e-mail addresses, copyrights (including all such rights to type arrangements on websites and to software) registered or not, as well as any filings for registration or rights to filing for registration of any of the aforementioned, rights to inventions, know-how, trade secrets, and other confidential information, rights to databases and other intellectual property rights of similar or corresponding sort that exist now or will exist in the future in any part of the world

Advertiser

A Company / Legal Person for whom Services are provided in order to promote or sell their products and / or services

Advertiser's Website

Refers to any website run, managed, and maintained or circulated by an Advertiser, where Users are redirected to from the Publisher's Website

OPTIMISE

Refers to Optimise Media Poland Sp. z o.o

OPTIMISE Website

Refers to the website maintained by OPTIMISE at https://www.optimise.pl/ or under a different domain name, about which, in case of changing, The Publisher will be promptly notified

Payment Terms

Refers to terms of paying the Commission applicable to the emission of particular advertising material circulated by The Publisher's Website. Rules regarding setting and changing the Payment Terms are defined in section 5 of these Terms of Service

Prohibited Website

Refers to a website containing any information or material either infringing upon intellectual property rights of a third party or such that is or may objectively be deemed as being defamatory, obscene, pornographic, offensive, horrifying, blasphemous, or inciting racial hatred, or promoting any illegal activity, including especially making and/or compromising such websites

Redirection

Refers to forwarding a User via advertising material to an Advertiser's Website or contact form

Service

Services provided by OPTIMISE for Advertisers while using advertising space the Publisher has given OPTIMISE access to under these Terms of Service.

User

Refers to an Internet user who enters a Publisher's Website or receives an e-mail message.

2. Start of cooperation. Accessing OPTIMISE's Website

2.1 In order to begin cooperating under these Terms of Service a prospective Publisher should:
       a) register an application on OPTIMISE's Website by filling out a registration form available on OPTIMISE's Website and sending appropriate statements and/or agreements required by these Terms of Service, as well as send scanned copies        of documents listed in section 2.3. Sending an application constitutes a business proposal as defined by the Civil Code;
       b) familiarize themselves with the provisions of these Terms of Service and formally accept them by checking a special box below the registration form.

2.2 A prospective Publisher's registration is confirmed by OPTIMISE electronically by sending an e-mail to the e-mail address provided in the registration form. OPTIMISE reserves the right to take 7 business days to verify a prospective Publisher. During the verification process OPTIMISE may request additional information from a prospective Publisher deliverable by a set deadline, in which case the time from such a notice to the deadline is excluded from the 7 business days period mentioned in the previous sentence. Upon positive verification OPTIMISE shall e-mail the Publisher, using the e-mail address provided in the registration form, a notification of the activation of the Publisher's Account along with a username and a password that will allow the Publisher to access OPTIMISE's Website, which is equivalent to OPTIMISE's accepting the offer. The day when OPTIMISE sends said information is deemed the day of signing the Agreement under terms and conditions stipulated in these Terms of Service, while the place of signing the Agreement in every case is Warsaw and the language of the Agreement is the actual language used in the Agreement. Failure to notify of a Publisher's Account's activation is equivalent to negative verification and not accepting the Publisher's offer.

2.3 In case of natural persons running a company, legal persons, or organizations without a legal personality the Publisher is obliged to provide scanned copies of the following documents:

      2.3.1 a duplicate from the Central Registration and Information on Economic Activity or the National Court Register;

      2.3.2 the decision regarding assigning a tax identification number (NIP);

      2.3.3 a certificate confirming the issuing of the REGON number;

      2.3.4 a certificate of residence (in case of a Publisher registered outside Poland).

2.4. In case of natural persons not running a company the Publisher is obliged to send the following documents:

      2.4.1 a copy of the decision regarding assigning a tax identification number (NIP);

      2.4.2 a lease agreement regarding rights to a website, i.e. a right to publish third party's advertising material thereon.

2.5 Appending documents listed in sections 2.3 and 2.4 is required in order for the first payment of Commission for the Publisher to be made, as per section 5.

2.6 The Publisher is obliged to notify OPTIMISE of any alterations to the data contained in documents listed in sections 2.3 and 2.4.

2.7 The Publisher may at any time correct their data available upon logging in to the Publisher's Account if they have been mistakenly recorded or have changed but such action cannot lead to changing the Publisher.

2.8 Personal data provided during the registration process is maintained by Optimise Media Poland Sp. z o.o. based in Al. Jerozolimskie 107 (02-011) in Warsaw, Poland, who processes data, entered voluntarily, in order to respond to questions in the form or filed complaints. We inform you of your right to preview provided data as well as to correct it.

3. Selecting Advertising Materials

3.1 OPTIMISE shall put Advertising Materials in the OPTIMISE System and Publishers will be able to put those on Publishers' Websites in accordance with Terms of Campaign.

3.2 At any time during cooperation the Publisher can offer OPTIMISE their readiness to provide access to their Websites, in order to put Advertising Materials on them, by submitting a request to join the Advertising Campaign using an online procedure available within the Publisher's Account.

3.3 The Publisher's request will be passed on to obtain Advertiser's approval. Upon receiving said approval Advertising Materials selected by the Publisher can be published on the Publisher's Website or otherwise shared with Users.

3.4 OPTIMISE reserves the right to solely decide about rejecting the Publisher's request to join the Advertising Campaign mentioned in section 3.2 prior to passing it on to the Advertiser.

3.5 OPTIMISE has the right to exclude, modify, or alter the Advertising Materials coming from the Advertiser. OPTIMISE shall notify the Publisher of such actions promptly.

4. The Publisher's Obligations

4.1 The Publisher shall not enable any third party to make use of information or data stored on the Publisher's Account for purposes not in accordance with these Terms of Service.

4.2 The Publisher shall promptly notify OPTIMISE via e-mail at publisher.pl@optimisemedia.com or another e-mail address provided by OPTIMISE if:

      4.2.1 they think that an unauthorized use of password mentioned in section 2.2 has taken or may take place; or

      4.2.2 they suspect or have learned of any other real or potential abuse of the Publisher's Account by Publisher's coworkers, contractors, or employees or a third party.

4.3 The Publisher shall under no circumstance use Prohibited Websites for any purposes whether directly or indirectly related to this Agreement.

4.4 The Publisher guarantees that:

      4.4.1 they are the owner or are entitled to using intellectual property rights and other rights pertinent to the Publisher's Website or mailing base;

      4.4.2 they meet all legal requirements, especially concerning data protection, including personal data, advertising, and providing services electronically. In order to clarify any doubts it is deemed the Publisher's obligation to assure that they possess all licenses and meet all requirements the Services might be subject to. In case of a mailing base the Publisher must possess Users' agreements, accepted voluntarily, to receiving commercial content. The Publisher is also obliged to present a document confirming legality of the mailing base, along with a GIODO number;

      4.4.3 neither the Publisher's Website, nor material otherwise shared with Users by the Publisher, whether now or in the future, engage in circulating or contain any information or material, or hypertext links to the information or material which infringe upon Intellectual Property Rights of any Advertiser, OPTIMISE, or any third party;

      4.4.4 they will not circulate or post information that is or may objectively be deemed as being defamatory, obscene, pornographic, offensive, horrifying, blasphemous, or inciting racial hatred, or promoting any illegal activity, including (but not limited to) compromising security (cracking, hacking);

      4.4.5 they will not generate transactions, forms, or clicks using means that OPTIMISE deems fraudulent, unethical, or such that carry unacceptable risk for the Advertiser. Traffic generated using such means will not be grounds for paying Commission;

      4.4.6 they will adhere to conditions of any partnership program run as part of the Service, duly provided by OPTIMISE in accordance with section 3.1 above.

4.5 The Publisher is obliged to respect Intellectual Property and other rights of OPTIMISE, Advertisers, and third parties at all times.

4.6 The Publisher is not authorized to, whether directly or indirectly, alter, edit, or enrich Advertising Materials unless the Publisher's Account states otherwise or OPTIMISE explicitly agrees to it in writing or via e-mail.

4.7 OPTIMISE is exempt from any responsibility whatsoever for the contents of any Publisher's Website, but it does have the right to monitor Publisher's Websites and all links from and to such a website, especially Advertisers' Links for the purposes of oversight and Services administration.

4.8. In case of OPTIMISE receiving a complaint from any Advertiser or any third party with regard to a Publisher's Website or any methods adopted by the Publisher in order to direct Internet traffic to or through the website, the Publisher shall fully cooperate with OPTIMISE in order to resolve said complaint.

4.9 Upon terminating the Agreement the Publisher will hold no rights to use any Intellectual Property of the Advertisers or OPTIMISE, especially registered or not registered trademarks or domain names, texts, images, banners, or other Advertising Materials created by or for OPTIMISE, or any other Advertiser.

4.10 In case of any inability to access the Publisher's Account or Services the Publisher should inform OPTIMISE about it promptly. OPTIMISE shall make every effort to resolve the problem as soon as possible.

5. Commission

5.1 OPTIMISE shall pay the Publisher Commission subject to these Terms of Service and according to the Commission Rate and Payment Terms accepted as per section 5.2. The payment of Commission is made by OPTIMISE after a monthly billing cycle has ended and is based on an individual report whose core is the volume of Redirection. Commission is paid in bulk for all Advertising Materials displayed on the Publisher's Websites. The Publisher is eligible for a Commission payout once the threshold of PLN 150 is reached for the Commission. Should the Commission described in the previous sentence fail to reach PLN 150, due Commission will be paid to the Publisher after a calendar month after which that threshold is reached. Due Commission is paid to the Publisher by a wire transfer to their bank account, provided by the Publisher. Data used as basis for calculating the Commission as per Commission Rates is data regarding the volume of Redirection registered by the OPTIMISE system, which OPTIMISE uses to provide Services. Upon being contacted by OPTIMISE regarding the possibility of issuing an invoice and billings for a given month the Publisher who is a registered active VAT taxpayer promptly issues VAT invoices for OPTIMISE, and the Publisher who is not a registered active VAT taxpayer or is a natural person promptly issues bills for OPTIMISE. Invoices and bills mentioned in the previous sentence shall be sent in electronic or paper form in compliance with the July 14th, 2005 Minister's of Finance executive order regarding issuing and sending invoices in electronic form, as well as storing and providing access to those for tax office's or tax audit purposes or in paper form. Invoice shall be paid within 30 days of its delivery. Should the Publisher not issue an invoice or a bill within 7 business days of receiving a notice from OPTIMISE stating that an invoice or a bill can be issued for a given month, payment shall be made in the following monthly billing cycle.

5.2 Commission Rates and Payment Terms are stated on the OPTIMISE's Publisher's account. The Publisher, whose submission was accepted by an Advertiser, as per section 3.3 above, gains the possibility to choose Advertising Materials and put them on the Publisher's Website or otherwise share with Users. Choosing Advertising Materials to use in the way described in the previous sentence The Publisher agrees to apply Commission Rates and Payment Terms applicable to these Advertising Materials. OPTIMISE has the right to change Commission Rates and Payment Terms only if the Publisher was notified of such change the latest on the day of changing. A Publisher who was notified of changing Commission Rates and/or Payment Terms has the right to remove respective Advertising Materials as per section 8.3 or terminate the Agreement in compliance with section 9.1 if they do not wish to agree with those changes.

5.3 Commission related to any Advertising Materials will be paid on the condition of OPTIMISE receiving corresponding commission, which the Publisher's Commission stems from, from an Advertiser.

5.4 If Payment Terms state that the Commission will be calculated based on the cost per click, UV, or action, such commission will not be paid by OPTIMISE to the Publisher should the traffic tracking or data registered otherwise by OPTIMISE or any other third party indicate or seem to indicate, in OPTIMISE's opinion, that any method or activity adopted by the Publisher or the User have influence, whether intended or not, on increased number of clicks, UV, or actions in a way that OPTIMISE deems inexplicable or unreal.

6. Limited Liability and damages

6.1 OPTIMISE may not guarantee that the Publisher's Account's or Services' functionality will be available all the time but will take every effort to minimize any such downtime.

6.2 Not fulfilling its commitments by OPTIMISE, any delay therein, or failure to do any other action within the scope of these Terms of Service is not a breach of these Terms of Service by OPTIMISE, nor is it grounds for assuming any responsibility if such issues resulted from a force majeure or any cause outside legitimate control of OPTIMISE.

6.3 OPTIMISE is not to be held accountable for technical difficulties pertaining to providing given Services or faults on the Publisher's behalf.

7. Licensing. Confidentiality

7.1 OPTIMISE hereby agrees to the Publisher's use and sharing over the course of the Agreement of the following fields:

      7.1.1 entering into the computer (server) memory

      7.1.2 sharing in a way that enables access in a place and time convenient for each person (including the Internet)

      7.1.3 the Publisher does not have the right to provide further license to any Advertising Materials received from Advertisers and provided to the Publisher by OPTIMISE under these Terms of Service.

7.2 The Publisher agrees to OPTIMISE's sharing of the following information, in particular to sharing it with Advertisers through Advertisers' Accounts and to publishing it in all materials provided to the Advertisers:

      7.2.1 data identifying the Publisher along with information that they are a Publisher under these Terms of Service;

      7.2.2 information regarding the Publisher's activity for the Advertiser.

7.3 The Publisher confirms that in order to allow OPTIMISE to provide, monitor, administer, improve, promote, or introduce Services:

      7.3.1 OPTIMISE may publish statistics or charts concerning the Services, register statistics or charts with the caveat that they will not be identifiable as referring to the Publisher, unless the Publisher accepts and agrees to that; and

      7.3.2 OPTIMISE may contact the Publisher through e-mail, telephone, or mail asking for feedback regarding provided Services as well as any ways of improving them.

7.4 With restrictions of stipulations in sections 7.1 and 7.2 each party confirms that they will keep all Confidential Information obtained during cooperation under these Terms of Service confidential and that they will not use such Confidential Information in any purpose other than honoring their commitments resulting therefrom.

7.5 Confidential Information does not include information that:

      7.5.1 is or is becoming publicly available in a way other than as a result of its unauthorized disclosing by the receiving Party;

      7.5.2 was available or was in the obtaining party's possession free of any restrictions regarding its use or disclosing prior to making it available by the disclosing party on the condition that the source of this information is not subject to any other agreement or obligations related to confidentiality with regard to this information;

      7.5.3 has become otherwise legally available to the receiving party in a way other than through disclosing it by the disclosing party as a result of cooperation under these Terms of Service under the condition that the source of this information is not subject to any obligations related to confidentiality with regard to this information.

8. Taking Advertising Materials down

8.1 OPTIMISE reserves the right to take any Advertising Materials down from the Publisher's Website, effective immediately, in case of:

      8.1.1 any problem regarding Advertising Materials' functionality which OPTIMISE cannot resolve within 48 hours of learning about it;

      8.1.2 receiving by OPTIMISE any complaint from any Advertiser or a third party pertaining to the Publisher's handling of Advertising Materials;

      8.1.3 any breach of these Terms of Service by the Publisher;

      8.1.4 any failure on the Publisher's behalf to comply with sound instructions provided by OPTIMISE pursuant to section 4.8.

8.2 In cases described in section 8.1 OPTIMISE is obliged to promptly notify the Publisher of a performed takedown.

8.3 The Publisher can at any time take Advertising Materials down from their, the Publisher's Websites.

8.4 In case of exercising by OPTIMISE or the Publisher their respective rights mentioned in sections 8.1 or 8.3:

      8.4.1 any licenses and approvals granted to the aforementioned for the purpose of using any intellectual property rights of OPTIMISE or any of the Advertisers with regard to the Advertiser's Advertising Materials will be deemed expired, effective immediately;

      8.4.2 The Publisher shall promptly take down or cooperate with OPTIMISE to allow them to take down from the Publisher's Website any Advertising Materials put there pursuant to the Agreement; and

      8.4.3 The Publisher is no longer entitled to Commission related to the taken down Advertising Materials or Advertiser, effective upon takedown of the Advertising Materials or Advertiser.

9. Term and termination

9.1 The term of this Agreement shall be indefinite and may be terminated at any time by either party in a way described in section 10.3.

9.2 OPTIMISE has the right to terminate the Agreement, effective immediately, if:

       9.2.1 the Publisher blatantly violates any of the stipulations of these Terms of Service;

      9.2.2 the Publisher fails to fix, within a time limit set by OPTIMISE, any failures to execute the Agreement resulting from the Publisher's fault;

      9.2.3 a filing for bankruptcy is made on behalf of the Publisher (seeking either liquidation or reorganization);

      9.2.4 the Publisher begins liquidation;

      9.2.5 the volume of Redirection generated or received by the Website drops below the acceptable level in OPTIMISE's opinion.

9.3 Violations of these Terms of Service by the Publisher may particularly be deemed blatant by OPTIMISE as per section 9.2.1 should such violations breach in any way the following sections: 4.3, 4.4, 4.6, and 7;

9.4 Upon the termination of the Agreement:

      9.4.1 any licenses and approvals granted to the Publisher for the purpose of using any intellectual property rights of OPTIMISE or any of the Advertisers will be deemed expired, effective immediately;

      9.4.2 the Publisher shall promptly take down or cooperate with OPTIMISE to allow them to take down from the Publisher's Website all materials issued by OPTIMISE or the Advertisers which include in particular any references to the pertinent Services or Advertisers, copies, banners, logos, and editable materials.

9.5 The Publisher is not entitled to Commission related to any Redirection that took place after the Agreement has been terminated.

9.6 Stipulations in sections 4.1, 4.2, 6., 7., 9.5 are in force despite the termination of the Agreement.

10. Final Provisions

10.1 OPTIMISE can alter these Terms of Service with a 14 days' notice delivered through the Publisher's Account or an e-mail. Should the Publisher find such alterations unacceptable, they have the right to terminate the Agreement, effective immediately. Failure to notify of a will to do so by the Publisher in the aforementioned manner before the notice expires is equivalent to the Publisher's agreeing with said alterations to the Terms of Service.

10.2 Neither party can, without a written permission issued by the other party, transfer, divide, or otherwise decide on any of their rights or obligations which are subject to these Terms of Service.

10.3 Unless these Terms of Service state otherwise all notices or formal documents transferred by one party to the other shall be delivered by:

      10.3.1 e-mail to the Publisher's e-mail address which they provided OPTIMISE with via the Publisher's Account; or

      10.3.2 putting them onto the Publisher's Account by OPTIMISE;

      10.3.3 registered mail or courier mail to the other party's address stated in the Terms of Service or the registration form respectively (or to the address later provided in writing or in accordance with sections 10.3.1 or 10.3.2 above) or delivered in person.

10.4 These Terms of Service and the Agreement entered into on terms stipulated in these Terms of Service are the entire agreement between the parties as to the subject referred to herein and exclude any other agreements or settlements between the parties.

10.5 No provision of these Terms of Service may be interpreted as one constituting a partnership as entity between the parties or setting relations as between an employer and employee subject to a services agreement or as between a principal and agent.

10.6 Should any stipulation of the Agreement or these Terms of Service be found null and void, partially or in its entirety, by a court of law or any other authorized body, all other stipulations of the Agreement or these Terms of Service or the valid remainder of an invalid stipulation remain in force.

10.7 The Agreement and these Terms of Service are governed by and shall be interpreted in all aspects using the Polish law.

10.8 The parties are obliged to resolve all disputes amicably. All disputes not resolved in such a manner will be resolved by a common court of the area in which OPTIMISE is based.