Advertiser framework agreement
The agreement is between friendly media s.r.o. (the “Company”) and you (the “Advertiser”).
The Company owns, operates and provides the advertising platform on the internet named Friendlybunny (the “Advertising platform”) which allows registered advertisers to participate in the network of Company’s partners' (the “Publishers”) advertising channels.
The Advertiser wishes to use the Publishers advertising channels to promote, distribute and display its advertising materials such as: banners and links etc. over the internet.
The subject of business relation between the Company and the Advertiser is the provision of media services to support the Advertiser in the online sale of products and services.
The Company and the Advertiser (together the “Parties”) have agreed to base their business relation on the following Advertiser Framework Agreement (the “Agreement”). The Agreement, any and all executed Order Forms (esp. Insertion Orders), together with any addendums thereto, if any, will constitute the entire agreement between the Parties pertaining to the subject matter as mentioned above. The Agreement shall supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof. In the event of any conflict between the terms of the Agreement and any Order Forms, the terms of the Agreement will govern, unless the Order Form both expressly provides otherwise and is signed by the Company.
Now therefore the Parties have expressly agreed as follows:
I. Definition of terms
- Account: An account is the legal access, which is attained by the Advertiser according to its complete and accurate provision of the registration data, to the Advertising platform after the registration.
- Valid Click: A click is valid if a natural person, not identical or attributable to the Publisher, hereinafter referred to as the "user", voluntarily and consciously clicks on a hyperlink, which is attributable to the Publisher, for the Program, thus opening the Advertiser’s linked website. Repeated clicks or clicks which are made sequentially in a short time by the same user – even on different hyperlinks - are not valid. Forced clicks, for purposes other than learning the details of the advertised deal, which are connected with a compulsory action such as the sending of text message, the participation in a prize game or the use of the click in a paid e-mail system, are not permitted without the prior written approval of Company. If such permission has not been given then those clicks, produced as described above, are not counted as valid clicks. Valid clicks are to be recorded, verified and determined by the Company according to his own fair judgment.
- Valid Lead: A lead is valid if a user makes a valid click and then voluntarily and consciously conducts a defined action ("qualified action") on the Advertiser’s website. Valid leads are recorded and/or determined as valid clicks with the difference that, concerning the qualified action, these actions are recorded and verified for the Company by the Advertiser’s system and determined by the Company according to his discretion.
- Qualified Action: Qualified Action means any type of pre-agreed or predefined activity or result that is sought by the Advertiser, e.g. the completion of an application, registration or other form by user.
- Media Services: Media Services means one or more of the online advertising services offered by the Company pursuant to an Order Form, including esp. its affiliate marketing or advertising network services.
- Advertising Channels: Advertising channels means one or more mediums, e.g. website, email, used or owned by the Publisher or by the Publisher’s partners to advertise the Programs offered.
II. Start and end of the contract relation
- The Agreement is valid indefinitely and is effective on the date of Advertiser's registration to the Advertising platform. Both Parties have the right to terminate the Agreement in writing by mail or e-mail to other party mail or e-mail address. For the purpose of verification, the e-mail transmission log is to be provided upon demand.
- Each party is entitled to make termination for a good cause, esp. in the event of breach of the Agreement.
- Upon termination of the contractual relation, the Company shall remove all advertising materials (links, banners, etc.) from the advertising channels. As of the end of the Agreement, no further remuneration is to be paid even if successful advertisement continues.
III. Obligation and liability of Company and limited liability
- After successful registration, the Company agrees to set up a separate account for the Advertiser. With this account, the Advertiser can review his current situation for the Programs offered at any time.
- The Advertiser is always liable for its own actions. The Company is not liable for damages, which were caused by the Advertiser, and claims resulting from these of any third parties. The Advertiser expressly holds the Company harmless from such claims from third parties and to this extent The Advertiser is obligated to pay in advance and to compensate for damages upon the first request of the Company.
- The Company can and will monitor the Advertiser's performance and limit exposure based on their own discretion.
IV. Obligation and liability of Advertiser
- The Advertiser is liable to immediately update all changes to the Program within the Advertising platform, or face financial liability for any/all losses.
- The Advertiser is liable to report all invalid leads within 5 days from the date of the lead, or face financial liability for any/all losses.
- Billing for services provided by the Company will be rendered twice a month (at 1st for the period from 16th to end of the previous month and at 16th for the period from 1st to 15th of the current month) with a NET15 expectation on return payment. A failure to submit payment in whole after allotted time period will result in a 20% penalty fee plus any overdue balances over 30 days will be charged with 5% simple interest.
- All penalty fees must be paid with in 30 days of receipt.
X. Data Protection
- The Company shall observe all privacy regulations.
- The Company does not use the Advertisers' data for any purposes other than those provided in this agreement.
- The Company shall not sell any address data or disclose any personal data to third parties.
XI. Jurisdiction and applicable law
- The agreement is subject to the law of the Slovakia.
- In relation to any dispute arising out of or in connection with this Agreement the courts of Slovakia shall have exclusive jurisdiction.
XII. General provisions
- Conflicting terms and conditions of the Advertiser are invalid if not expressly agreed on in writing. Unilateral confirmations of the Advertiser with reference to its terms and conditions are to be expressly objected to in any case.
- Changes or amendments to this agreement as well as subsidiary agreements must be confirmed in writing to be valid and such confirmation is to be by a legal representative or an employee of Company who has been appointed as a representative. The same applies to the revocation of this requirement to be in writing.
- Company is entitled to transfer the agreement with all rights and obligations by means of a declaration to a legal successor.
- If the agreement requires the written form for declarations of the Parties, then transmission by mail, fax or e-mail is intended. Declarations and invoices transmitted by e-mail are considered to have been received one week after the receipt on the Advertiser’s e-mail account even if such e-mails were not opened.
- If individual provisions of agreement are or become entirely or partially invalid, then the validity of the remaining provisions or parts of such provisions of the agreement is not affected. Legal regulations are to replace the invalid or missing provision. Should no legal regulation be capable of replacing the invalid provision, the invalid provision is to be replaced by the provision the Advertiser and the Company would have selected upon the appropriate consideration of their mutual interests, if they had been aware of the invalidity of the concerned provision of the agreement. If the agreement contains a loophole then this paragraph is to be applied accordingly or analogously.
- Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt.
Concluding Remark: The Advertiser has carefully read and understood all the Agreement and agrees to its validity by registration.