EuroAds Finland Oy - Terms and Conditions

General Business Terms and Conditions for Publishers (hereinafter “Terms and Conditions”)

EuroAds Finland Oy (“EuroAds”) operates and manages a network on the Internet ("EuroAds Network") allowing advertisers (“Advertisers”) to advertise their goods and services, particularly by means of affiliate marketing and CPM/branding campaigns. The participants in the EuroAds Network are Advertisers, publish-ers (“Publisher”) and EuroAds itself. The Advertisers market and advertise their goods and services using advertising media such as banners, product data, text-links, e-mails and videos or through search engine marketing (“Ad Media”). The Publishers incorporate or embed the Ad Media into their website(s) or e-mail ("Advertising Space"). For any advertising leading to a successful transaction, EuroAds pays the Publisher commission in a previously specified amount.

1. CONCLUSION OF AGREEMENT (THESE TERMS AND CONDITIONS)

1.1 To participate in the EuroAds Network, Publisher must register on one of the EuroAds websites (Euroads. com (.dk/.com/en/.se/.no/.fi, etc.).
1.2 Legal entities or private individuals over 18 years of age may register as publishers. Publisher must have a bank account. EuroAds reserves the right to verify the Publisher’s business and personal data.
1.3 By completing the registration form and accepting these Terms and Conditions, the Publisher submits an offer to conclude an agreement for registration with and participation in the EuroAds Network subject to these Terms and Conditions.
1.4 If EuroAds accepts the offer, it will confirm this and Publisher’s registration by e-mail. EuroAds reserves the right to refuse an offer without citing any reasons for its refusal. The registration with and the participation in the EuroAds Network is free of charge.
1.5 The interface for registered publishers ("EuroAds Interface") will provide the Publisher with an overview of the Advertisers' Advertiser Programs, as defined in Clause 2.1, that are open at that time for their participation. Using the EuroAds Interface, Publisher can also review and alter its business and personal data, review statistics on chosen Advertiser Programs and account statements.

2. SUBJECT OF THESE TERMS AND CONDITIONS

2.1 EuroAds operates and manages the EuroAds Network. Publisher is a legal entity or individual providing Advertising Space to Advertisers for the purpose of marketing the goods and services offered by the Advertisers. Advertisers are individuals or legal entities who market or advertise their goods and services via the EuroAds Network by means of advertiser programs (“Advertiser Program”) using Ad Media.
2.2 Publisher participates in the Advertiser Programs and incorporates Advertiser's Ad Media into Publisher’s Advertising Space. Whenever third parties, such as end-consumers, etc., click on the Ad Media and this subsequently results in a business transaction with the Advertiser (as defined in detail in the Advertiser Program), the Publisher will earn commission for providing the Advertising Space that successfully linked the end-consumer to the Advertiser. Subject to Clause 6, business transactions establish the right to earn and receive commission. A business transaction can be the purchase of goods or a request for services ("Sale"), but it may also be defined as clicking on or viewing Ad Media, or registering on a website, subscribing to a newsletter ("Lead"), sending an e-mail or the like. It can also be a combination of Clicks, Views, Leads and/or Sales. The business transaction and the calculation of commission relating thereto are specified under each individual Advertiser Program.
2.3 EuroAds monitors and registers the business transactions concluded by means of EuroAds’ unique tracking pixel (“Tracking"). Only the Tracking by EuroAds shall determine whether or not a successful business transaction has been concluded and the calculation of commission. EuroAds provides the Publisher with tracking and commission data on the Publisher’s account with EuroAds (“Publisher Account”), which is accessible through the EuroAds Interface.
2.4 Through the EuroAds Interface, Publisher can control its advertising activities, in particular, Publisher is able to select Ad Media and embed / incorporate them into Publisher’s Advertising Space. The applications are available through the EuroAds Interface.
2.5 EuroAds shall use reasonable commercial efforts to make sure that the available applications are up-to-date, complete and correct. EuroAds is not obliged to review the Ad Media provided by the Advertisers. Due to maintenance or other improvements certain functions may be temporarily unavailable. In case that any interruption or failure has a greater than a minor impact, EuroAds shall remedy them without delay to the extent this is in fact feasible and can reasonably be expected of it, in particular from an economic and legal perspective.
2.6 EuroAds attempts to continuously develop and improve the EuroAds Network. In the course of such development, EuroAds may enhance, expand or modify individual applications. This includes discontinuing functionalities or other features of the services, as far as the changes do not result in a significant change of EuroAds’ contractual duties as set forth in these Terms and Conditions. EuroAds may alter services, in particular if such alteration is customary in the industry or if changes are required by law.

3. PARTICIPATION IN ADVERTISER PROGRAMS

3.1 Publisher will have access to Advertiser Programs using the EuroAds Interface. In retrieving Ad Media from an individual Advertiser Program, Publisher accepts any additional conditions for incorporating and/or embedding the Ad Media into Publisher’s Advertising Space. These additional conditions shall become an integral part of these Terms and Conditions.
3.2 The Publisher’s Advertising Space will be subject to review by EuroAds in terms of compliance with these Terms and Conditions and the additional conditions of an individual Advertiser Program. Should the Advertising Space listed by Publisher during the registration process not correspond to the Advertising Space actually available, or otherwise not comply with the conditions set forth in these Terms and Conditions including the conditions of an individual Advertiser Program, then EuroAds may, at its own discretion and without obligation to cite any reason, block the Publisher’s Account with immediate effect or terminate these Terms and Conditions.
3.3 Publisher is not entitled to being admitted as Publisher of Ad Media of any Advertiser Program; nor can Publisher derive any claims whatsoever from non-admission.
3.4 During the term of this contract, Publisher may not conclude contracts or enter into contractual negotiations with Advertisers, directly or indirectly, concerning a specific Advertiser Program that the Advertisers run exclusively in the EuroAds Network and that cover the subject matter of these Terms and Conditions or services alike.

4. DUTIES OF THE PUBLISHER

4.1 By registering with EuroAds:
4.1.1 Publisher warrants that all the data provided at registration is correct and complete. Should the data provided at registration change at any time after registration, the Publisher must change his profile stored on the EuroAds Interface.
4.1.2 Publisher is under an obligation to submit to EuroAds, as part of the data, Publisher’s tax payer identification number issued by their domestic tax authority, VAT-number, and all other tax and du-ties numbers issued by tax authorities as required by law by any relevant jurisdiction. Under certain circumstances, e.g. in order to avoid withholding obligations under a local jurisdiction, EuroAds may require that Publisher obtains a specific tax or duty number.
4.1.3 The Publisher undertakes to keep the access data selected at registration (user name and pass-word) confidential, not to communicate such data to third parties and to keep such data away from third parties. No third party must be able to use or access the access data. Publisher who has rea-son to assume that third parties have become aware of its access data must immediately inform EuroAds in writing or by e-mail sent to info@EuroAds.dk. Publisher shall be solely responsible for its username and password.
4.2 Displaying Ad Media on Advertising Space
4.2.1 Publisher must hold all ownership rights to the Advertising Space, and consequently, the Advertising Space must be free of any third party rights whatsoever, except where EuroAds has provided its express written authorization concerning use of sub-publishers, cf. Clause 4.5.
4.2.2 By retrieving Ad Media from the Advertiser Program and incorporating or embedding the Ad Media into Publisher’s Advertising Space, Publisher warrants that the Advertising Space and Publisher’s advertising activities, as a whole:
(a) Do not infringe any third party rights, in particular, but without limitation, copyrights, trademark rights and personal rights.
(b) Are in compliance with all applicable laws, whether domestic or foreign, including but not limited to, laws regarding the processing of personal information, marketing, consumer protection, competition, and the use of intellectual property rights.
(c) Do not encourage social upheaval, encourages revolution or endangers any democratic constitution, do not glorify violence, are not racist, pornographic (in respect of pornographic websites, EuroAds may waive the warranty upon request), liable to corrupt youth, or which in any way appear offensive or be directly or indirectly connected/related to a person’s or peoples racial or ethnic background, political, religious or philosophical conviction, trade union affiliation, health and/or sexual orientation, or otherwise be unfit to be made generally and/or publicly accessible.
(d) Contains IT virus of any sort or in any other way disturbs the operation of the EuroAds Network including, but not limited to, EuroAds’ website and IT-system.
4.2.3 The Publisher shall, subject to applicable law, respect and comply with the prohibition against unso-licited advertisement (“Spam”) when sending e-mails containing Ad Media. The consent of each and every recipient is to be obtained prior to sending e-mails in accordance with the laws that apply to Publisher. Should EuroAds so request, Publisher must provide written evidence that such consent has been granted.
4.3 The Publisher must not use keywords containing legally protected terms such as, in particular, trademarks of the Advertiser or of the Advertiser's competitors ("Brand Bidding"), unless EuroAds or the Advertiser has provided their express written permission.
4.4 The Publisher hereby undertakes to refrain from attacks of any kind on the EuroAds Network (“Technical Intrusion”). Attacks are, without limitation, defined in particular as attempts made to overcome or circumvent the security mechanisms of the EuroAds Network or to otherwise incapacitate them, using computer programs enabling automatic data readouts, as well as using and/or circulating viruses, worms, Trojans, brute force attacks, spam or using other links, programs or procedures that are suited to damage the EuroAds Network or individual publishers in the EuroAds Network. Any kind of Technical Intrusion shall be subject to criminal prosecution.
4.5 EuroAds does not accept Publisher’s sub-publishers unless EuroAds has provided its express written authorisation in each single case and always conditional upon the sub-publisher accepting these Terms and Conditions. Publisher shall communicate these Terms and Conditions to its sub-publishers and obtain their acceptance of these Terms and Conditions, which acceptance Publisher shall forward to EuroAds on demand. Publisher must monitor and enforce sub-publishers compliance with these Terms and Conditions. Publisher is liable for the conduct, actions and omissions, of its sub-publishers.

5. MISUSE

Any form of misuse, i.e. procuring business transactions by unfair methods or violating applicable law, or non-compliance with these Terms and Conditions or the principles of the EuroAds Network, is prohibited.
5.1 In particular, Publisher is prohibited from attempting to obtain commission by procuring business transactions themselves or through a third person using the Ad Media, tracking links and/or other technical aids provided to them in the EuroAds Network using one or several of the following methods, but not limited thereto:
5.1.1 Fraudulently pretending or faking business transactions, for example by entering third party data without authorization or by providing false or non-existing data when ordering goods or registering online, signing up for newsletters etc.;
5.1.2 Using Ad Media that enables Tracking although the Ad Media is not displayed at all, not visible or not in the manner and/or size stipulated in the Advertiser Program or by the Advertiser; or
5.1.3 Brand-Bidding.
5.1.4 Using an Advertiser’s Ad Media on a cash back/incentive Advertising Space, even though the spe-cific terms for the Advertiser Program states that this is prohibited.
5.2 Any form of misuse will lead to immediate blocking of the Publisher Account and use of Ad Media by EuroAds. In such case Publisher may file an objection (e.g. via letter, fax, e-mail) with a statement and evidence that the chosen form of advertising is in accordance with these Terms and Conditions. The objection must be filed no later than 7 calendar days after the blocking has been initiated. If the Publisher cannot rebut the breach of these Terms and Conditions, EuroAds will issue a notice of termination. The aforementioned shall not exclude EuroAds from terminating these Terms and Conditions with immediate effect under Clause 7.1. In the event of termination, the Publisher Account will be liquidated pursuant to the stipulations of Clause 7 of these Terms and Conditions. In case of misuse, the Publisher shall not be entitled to any Commission earned in respect of any Partner Program. For each case of intentional or negligent violation of these Terms and Conditions, the Publisher hereby undertakes to pay EuroAds liquidated damages in the maximum amount of the current balance of the Publisher’s Account, however, never less than DKK 50,000. EuroAds shall have the right to claim actual damages in addition to any liquidated damages.

6. COMMISSION

6.1 Publisher will receive performance-based commission (“Commission”) subject to these Terms and Conditions. Publisher’s Commission shall as a general principle be up to 2/3 of the remuneration paid by the Advertiser to EuroAds. EuroAds reserves the right to change the split between Publisher and EuroAds at its discretion.
6.2 The amount of the Commission in each individual case, and the type of business transactions entitling to the payment of Commission shall depend on the respective Advertiser's Advertiser Program. The Advertiser/EuroAds may modify the conditions of the Advertiser Program or terminate the entire program with immediate effect for the future. Publisher shall not demand a program being operated at all or at certain conditions. The conditions of the Advertiser Program can be viewed in the EuroAds Interface. Publisher has no claim for any further compensation of expenses or costs etc. in that regard.
6.3 Unless additional conditions are stated in these Terms and Conditions, the Publisher’s entitlement to payment of Commission shall be subject to the following conditions (Clause 6.3.1- 6.3.4) all being fulfilled:
6.3.1 A business transaction between a customer and an Advertiser has been effected via the Advertising Space;
6.3.2 The business transaction has been tracked by EuroAds;
6.3.3 The Advertiser has confirmed the business transaction and has paid the remuneration into EuroAds’ bank account (i.e. EuroAds shall under no circumstances be liable to pay Commission if the Adver-tiser does not pay EuroAds the corresponding remuneration);
6.3.4 There has been no misuse within the meaning of Clause 5 of these Terms and Conditions.
6.4 EuroAds will set up a Publisher Account where Publisher’s Commission will be registered. No interest will be paid on any credit balance in the Publisher Account.
6.5 Commission will be calculated on a calendar month basis, subject to Clause 6.3, and be paid no later than 45 days after the end of the calendar month. Commission will be paid into the bank account specified by the Publisher, which must be an account with a bank participating in the IBAN/BIC System. Payments to domestic accounts are free of charge, though EuroAds reserves the right to introduce charges to cover possible bank charges. If Publisher’s bank account is not domestic, EuroAds will pay out Commission against reimbursement of the relevant bank charges to EuroAds’ own bank, which will be deducted from the Commission to be paid.
6.6 Notwithstanding what is previously mentioned, EuroAds will not pay out Commission if the Commission amounts to less than DKK 250, SEK/NOK 300 or GBP/EUR 40 (“Minimum Commission”). If the Commission in the Publisher Account is less than the Minimum Commission, it will be carried forward to the next calendar month and so forth.
6.7 It is possible to pay out Commission to accounts with banks not participating in the IBAN/BIC System against reimbursement of all bank charges actually incurred. The bank charges will be deducted from the amount to be paid.
6.8 In the unfortunate event that an Advertiser becomes subject to bankruptcy proceedings, enters into a composition scheme with its creditors, suspends its payments or if Advertiser’s financial situation is such that he must be considered incapable of paying remuneration to EuroAds, then EuroAds shall not be under an obligation to pay Commission to Publisher even if EuroAds in turn receives part of the remuneration owed by Advertiser.

7. TERM OF AGREEMENT AND TERMINATION

7.1 These Terms & Conditions are concluded for an indefinite term. The parties may terminate these Terms and Conditions at any time in text form (letter, fax, e-mail) and with immediate effect. If a Publisher Account has been inactive for a period of 12 months, then the Terms & Conditions shall terminate automatically at the end of such 12 month period.
7.2 Any business transaction that was procured via the Advertising Space at the time of termination will be processed pursuant to Clause 6 following the receipt of the termination notice. Upon the expiry of these Terms and Conditions, any credit balance remaining will be paid to the Publisher against a processing fee of EUR 40.00. If, at the time of termination, the credit balance is EUR 40.00 or less, no funds will be paid out.
7.3 If at termination, the bank account data that Publisher has registered with EuroAds is incorrect, and Publisher does not submit correct bank account data to EuroAds’ no later than 14 days after EuroAds has requested such, then EuroAds shall be entitled to keep the full credit balance remaining on Publisher’s Publisher Account.
7.4 Once participation in the EuroAds Network has been terminated, the data record stored at registration will be deleted completely upon expiry of the statutory obligation to keep records in safe custody.
7.5 If the contract has been terminated by EuroAds for misuse pursuant to Clause 5, the liquidated damages pursuant to Clause 5.2 will be deducted from the Publisher Account.

8. DATA PROTECTION

8.1 Protecting personal data is very important to EuroAds – nevertheless, collecting, processing and using such data is indispensable for operating the EuroAds Network. EuroAds will collect, process and use personal data in accordance with these Terms and Conditions and otherwise in compliance with the applicable statutory provisions governing the protection of data.
8.2 EuroAds shall be entitled to collect and use personal data as is necessary in order to enable participation in the EuroAds Network. Among others:
8.2.1 EuroAds will particularly collect, process and use data requested at registration as well as data ac-cruing in the course of participation in the Network.
8.2.2 EuroAds will use the contact data also to contact Publisher by e-mail in connection with its partici-pation in the EuroAds Network.
8.3 EuroAds shall be entitled to forward Publisher’s personal data and data accrued during the participation to Advertisers who’s Partner Programs Publisher has participated in. This includes forwarding Publisher’s Commission earned from a specific Partner’s Partner Program, but, for the avoidance of doubt, not to a third party advertiser.
8.4 Publisher can obtain information about its data via the usual contact channels or by sending an e-mail to info@EuroAds.dk.
9. RIGHTS OF USE
9.1 The information and the data obtained in the course of participation in the EuroAds Network may only be used in connection with the EuroAds Network. Forwarding such information or data to third parties and using them for any other purposes is prohibited.
9.2 Publisher must not modify the Ad Media and their source codes, neither visually nor technically or with regard to their content. Publisher shall also not process the Ad Media and their source codes in any other way as provided under the Advertiser Program, unless EuroAds or the Advertiser grants its express written authorisation. Publisher shall immediately remove Ad Media upon EuroAds’ demand. Advertiser’s Ad Media are protected under copyright and trademark law and other statutory provisions. Publisher’s right to use Ad Media is time-limited, revocable, non-exclusive, non-transferable and shall in no event survive the term of these Terms and Conditions.
9.3 EuroAds hereby grants to Publisher for the term of these Terms and Conditions a revocable, non-exclusive and non-transferable right to use the EuroAds Network applications as well as the data contained therein, provided that this use complies with the stipulations of the law and takes place exclusively within the context of participating in the EuroAds Network. The EuroAds Network and its applications are protected under copyright law and other statutory provisions.
9.4 Publisher will not be granted any further rights of use whatsoever. In particular, Publisher is not entitled to transmit the applications or the data contained therein to third parties, nor is Publisher entitled to allow third parties to access such applications or data, nor may Publisher modify or otherwise process such applications or data, incorporate them into another work, or use them in order to create data bases and/or information services of their own.

10. INDEMNIFICATION IN THE EVENT OF BREACH OF CONTRACT

10.1 Publisher’s compliance with these Terms and Conditions is essential for EuroAds’ operation of the EuroAds Network. In the event of Publisher’s breach of contract, EuroAds reserves the right to take legal action against Publisher in addition to terminating these Terms and Conditions.
10.2 If Publisher and/or its sub-publisher(s) are in breach of these Terms and Conditions, by action or omission, and if third parties hold EuroAds liable for such breach, then Publisher shall indemnify and hold EuroAds harmless against all costs and expenses EuroAds incurs as a result of the breach. Such costs include, in particular, the compensation of direct and consequential damages, reimbursement of legal costs and of other expenses.

11. LIABILITY AND LIMITATION OF LIABILITY

11.1 EuroAds and Publisher are liable for damages according to the ordinary rules of Danish law. EuroAds is however not liable to Publisher for any consequential damages such as loss of operation, loss of earnings, loss of interest and lost savings.
11.2 Notwithstanding what has been stated above, EuroAds shall not be held liable for the content of websites of third-parties, nor shall it be liable for any damages or other failures resulting from any defects of Publisher’s or Advertiser’s software or hardware or their incompatibility with the EuroAds Network or IT-system, which may impact Publisher in any way. EuroAds can also not be held liable for IT virus, Trojan horses, backdoors, and time bombs or similar, which may impact Publisher’s website(s) or IT system as a whole.
11.3 The utilization of the EuroAds Network and its applications requires the use of special technical systems such as end user devices, software programs, transmission networks, communication channels, telecommunications services and other services provided by third parties, all of which may entail further costs. EuroAds does not provide such end user devices, software programs, Transmission networks, communication channels, telecommunications services or other services and therefore will not assume any liability for such services provided by third parties.
11.4 A party shall not be considered liable to the other party for non-compliance of these Terms and Conditions in so far as the liability can be attributed to circumstances that are outside of the Party’s control (force majeure), including e.g. breakdown of supply, strikes and lock-out and which the Party should not have taken into consideration neither should have avoided nor defeated when entering into these Terms and Conditions.

12. MISCELLANEOUS

12.1 The Publisher is not entitled to assign or in any other way transfer the rights and/or obligations under these Terms and Conditions to a third party, neither directly nor indirectly, without prior express written consent from EuroAds. EuroAds may assign its rights and obligations under these Terms and Conditions to another company within the EuroAds group of companies or to a third party.
12.2 EuroAds and Publisher are independent parties. No partnership, fiduciary or agency relationship shall be established by these Terms and Conditions. Neither party shall be authorized to place the other party under any obligation or to represent it in any way.
12.3 Should any individual provision of these Terms and Conditions be of no effect, as a whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be deemed replaced by that provision that is legally effective and comes closest, in the usual understanding, and the economic intent and purpose of the invalid provision.

13. DISPUTE RESOLUTION AND VENUE

13.1 These Terms & Conditions shall be governed by and construed in accordance with the laws of Denmark excluding its choice of law provisions.
13.2 Any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, shall be settled by the Maritime and Commercial Court of Copenhagen or at the Municipal Court of Copenhagen in the first instance whichever has authority under Danish law. Notwithstanding the aforementioned, EuroAds shall at its discretion have the right to file suit at Publisher’s venue.

14. MODIFICATION OF TERMS AND CONDITIONS

14.1 EuroAds reserves the right to amend these Terms and Conditions, and to do so without citing any reasons. EuroAds will communicate, by e-mail, the modified terms and conditions at least one week prior to the effective date. If Publisher does not object in text form (letter, e-mail, fax) to the modification before the effective date shall be deemed to have accepted the respective modification.
14.2 If the Publisher objects to the new (modified) Terms and Conditions, the Publisher shall be regarded as having terminated these Terms and Conditions with immediate effect.