Terms and Conditions

For Advertisers

Preamble

The following Terms and Conditions are made and entered into by and between iMonetize (hereinafter: “iMonetize”) with its registered office at Bahnhofstrasse 3  – 8001 Zurich– Switzerland, acting under the trade name iMonetize; and the party (Advertiser) using or purchasing the Services from iMonetize.

iMonetize implements and manages an advertising programme (referred to hereinafter as the “Programme”) that is intended to promote products and services on the Internet. The Programme is aimed at independent third parties wishing to promote their product(s) and/or service(s) on the Internet (referred to hereinafter as “Advertisers”) by integrating advertisements (referred to hereinafter as “Ads”) into Websites of independent third parties wishing to make money from Internet users who will be directed to Advertisers’ page (referred to hereinafter as “Publishers”).

iMonetize’s expertise consists, in particular, of the selection of Publishers participating in the Programme, the optimal choice of Ads proposed to users visiting the Publisher’s Website(s) and the optimal users targeting for Advertiser’s Campaign(s).

The Advertiser contacted iMonetize in order to benefit from the Programme proposed by iMonetize.

The two parties therefore met with a view to working together according to the terms set out below.

Now therefore it has been agreed as follows:

Article 1 - Definitions

Actions : an action upon which the commercial deal is based; for example, if the commercial deal is: CPA, CPC, CPL, CPD, CPPU, CPAU, CPI, then conversion is considered respectively: action, click, lead, download, paying user, active user and install. The action can also be offline with a dedicated tracking system like in the Pay Per Call business models.

Advertisers: Individual or legal entity, publishing services or content or selling products, that has joined the Programme platform to propose an advertising campaign in the form of Ads.

Advertiser Account: On-line interface on the Programme platform maintained by iMonetize via which the Advertiser can manage his advertising Campaigns and access all the statistical data relating to its Campaigns with iMonetize using a specific log-in and password.

Ads: Marketing material, Banner or text links intended to promote advertising Campaigns.

Affiliate: See definition of Publisher.

Capping: Maximum number of Actions an Advertiser agrees to pay for a period. A Capping can be set on a Campaign, on a Geo and on Publishers ID.Campaign: Advertising campaign, the costs from which are calculated on the basis of CPA (cost per action), Action as chosen by the Advertiser.

Commissions: Revenue generated by the Publisher using the Programme less iMonetize margin. Publisher earnings are based on Actions generated on their Website(s). iMonetize margin remains at the sole and absolute discretion of iMonetize.

Cookie: A text file stored on a user’s hard drive when visiting a website. It collects data on the user’s browsing patterns.

CPA: Cost Per Action. This is the payment model in which Advertiser pays for a specific Action. The Action is described in the Campaign details.

CPAU: Cost Per Active User: This is the payment model in which Advertiser pays for an active user.

CPC: Cost Per Click. This is the payment model in which Advertiser pays each time a visitor Clicks on an Ad.

CPD: Cost Per Download. This is the payment model in which Advertiser pays per Product download.

CPI: Cost Per Install. This is the payment model in which Advertiser pays per installation of the advertised application.

CPL: Cost Per Lead. This is the payment model in which Advertiser pays for a registration as described in the Campaign details.

CPPU: Cost Per Paying User: This is the payment model in which Advertiser pays for a paying user.

CPS: Cost Per Sale: This is the payment model in which Advertiser pays for a buying user.

DOI: Double Opt-in. A Conversion method in which a Lead must be confirmed after initial signup (opt-in).Domain name: Address entered by an Internet user to get onto a website (e.g.: google.com). The address consists of the name of the Website (google) and an extension (com) separated by a full stop. The extension can indicate the nationality (ie, UK, FR, etc) or the type of activity (com, gov, etc).

EPC: Average Earnings Per One Hundred Clicks. It’s a relative rating that illustrates the ability to convert clicks into commissions. It is calculated by taking commissions earned (or commissions paid) divided by the total number of clicks times 100. EPC is used in the Programme to calculate the relative performance of the Campaigns.

Geo: Country of the advertising Campaign.

Hits: Number of Internet users directed to Advertisers’ page.

Incentive: Incentive traffic or audience means that users receive compensation or incentive for visiting a Website or to make an Action. A common form of incentivized traffic happens when one Website offers visitors incentives such as cash for clicking through to various other Websites.

IO: Insertion Order. Document relating to a Campaign specifying details. In no case it may take precedence over this Agreement.

Link or hypertext link: Code integrated around text, video, image or sound tags on a website that redirects the user who clicks on said text, sound, video or image to a predefined Internet address.

Monthly: Monthly is defined as a calendar month.

Partner: See definition of Advertiser.

Payin: Refer to « Payout Advertiser ».

Payout Advertiser: Cost of an Action that the Advertiser pays for.

Payout Affiliate: Commission perceived by the Publishers for the Actions.

Payout: Refer to « Payout Affiliate ».

SOI: Single Opt-in. A Conversion method in which a Lead does not need be confirmed after initial signup (opt-in).

Publisher: Publisher of services or content, individual or legal entity, that has become an affiliate of the Programme to publish a campaign.

Smartlink: Link dynamically real time optimized by iMonetize’s algorithms aiming to increase the Publisher’s revenue.

Spam: Illegal process consisting of the delivery of unsolicited advertising, primarily by e-mail. To be legal, the delivery of advertising to an internet user must originate in a request made by the user by means of an “opt in” process which involves the user explicitly confirming that he/she wants to receive particular information.

Website: For the purposes of this contract, all the media on which the Publisher promotes the Advertisers will be called the “Websites”. Publisher Websites will also refer to those of its network or other applicable locations, a channel, an application or another medium.

Article 2 - Object of Contract

The object of this contract is to define the terms and conditions of the contractual relationship existing between iMonetize and the Advertiser, according to which Advertiser(s) markets and advertises their goods and services using Ads and Publisher(s) incorporates or embeds the Ads into the Publisher ́s Website(s) through the Programme. On top of that, iMonetize is providing guidance to help Advertiser(s) and Publisher(s) here.

Article 3 - Procedure For Signing This Contract

Prior to signing this contract, the Advertiser declares that:

  • it has full legal capacity to sign and perform this contract. In particular, if the Advertiser is an individual, he/she declares he/she is of legal age and capable; and if the Advertiser is a legal entity, the representative of this entity declares that he/she is of legal age, capable and duly authorised for the purposes of this contract;
  • it/he/she is not in contravention with the legal provisions relating to the exercise of a commercial occupation.

The Advertiser accepts the content by double clicking. This initial acceptance will allow the contract to come into effect. The Advertiser shall check and complete accurately the contact and administrative details on the Advertiser Account.

Article 4 - Opening and Updating of Advertiser Account

4.1 From the effective date of this contract, iMonetize will open an Advertiser Account on the Programme Platform in the name of the Advertiser and will e-mail the log-in details and password. iMonetize reserves the right to accept or refuse an Advertiser.
4.2 Logins and passwords are strictly personal and confidential. In case of loss or theft, the Advertiser shall inform iMonetize as soon as possible. Failing such a prior declaration of loss or theft, any use of these logins or passwords will be considered to be by the Advertiser.
4.3 The Advertiser undertakes to update all the required information on the Advertiser Account. In particular, the Advertiser undertakes to provide and update the information relating to telephone numbers, address or head office, e-mail addresses, instant messaging addresses (ICQ, Skype, etc) and domain name of the website submitted for the Programme.

Article 5 - Campaigns Management

5.1 Ads and redirection: Advertisers and not iMonetize, shall provide and determine the Ads that will be displayed on the Websites and the Advertisers’ page to which the Internet user will be directed.

This action of redirecting the Internet user will be done automatically by iMonetize.

5.2 Targeting: The Advertiser shall exclude the categories of Websites and Internet users it does not want to target using the Programme platform.

5.3 Data & Data protection: iMonetize has the right to collect and use data, including but not limited to personal data in anonymous form, but excluding personal data covered under the Swiss Federal Act on Data Protection. Advertiser guarantees that they are compliant at all times with applicable law relating to the collection of personal data, and specific laws and regulations of countries where their Campaigns are relevant. They also acknowledge being aware of and accepting the following:

5.3.1. Everyone is entitled to clear information about how we use personal information. Therefore, each party must include a clear privacy policy on its website(s). This document discloses how such party collects, uses, stores and discloses users’ personal data, if any is collected, and instructs users how to opt-out of such practices.

5.3.2. iMonetize’ Privacy Policy is accessible on the iMonetize website. It explains when we collect data, what kind of data, the use we make of the provided personal data or the ones we gather from you but also the measures we take to protect your privacy. The Privacy Policy also explains how you may request that we amend or delete your personal data from our records as well as how to request that we cease all contact with you. We strongly advise to read the Privacy Policy carefully. In fact, as soon as you start using iMonetize services, we will consider you have read and accepted the terms.

5.3.3. As stated in the iMonetize Privacy Policy, we may transfer your personal data to providers who require access to it in order to provide the services for which they have been engaged. These providers have signed confidentiality and data processing agreements that are necessary and mandatory. Some of the technology service providers hired by iMonetize may be located in countries with no data protection regulations equivalent to the European legislation (“Third Countries”). These service providers have signed the confidentiality and data processing agreements required by the regulation, which apply the warranties and safeguards needed to preserve your privacy. For further information regarding warranties to your privacy, you may contact iMonetize through email or mailing address shared in the Privacy Policy.

The Publisher’s privacy policy available to end users shall also inform that third party advertisers may place cookies on the browsers of its website(s) visitors. In accordance to EU Directive 2002/58/EC as amended by Directive 2009/136/EC, the Publishers are required to provide end users with clear and comprehensive information regarding any devices used on their websites to store information in the User’s terminal equipment or to retrieve already stored information from the said terminal equipment. The Publishers must also set up an opt-in system which ensures that, prior to any action is done, each end users located in the European Union is informed and accepts that such devices are used or installed in their terminal equipment.

The Publisher shall be obliged to communicate detailed information on its Website(s) regarding the cookies being placed by iMonetize on the browsers of visitors to Publisher’s Website(s). The Publisher will find the cookies information available to him in iMonetize’ Privacy Policy.

5.3.4. Each party shall ensure to the other that it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection) and this, during the term of this Agreement.

5.4 Campaigns cancellation and Publishers termination

Advertiser agrees to terminate any Publisher from promoting the Advertisers Campaign within Twenty Four (24) hours from Monday to Friday and within Seventy Two (72) hours from Saturday to Sunday Zurich time of written email notice, or sooner and the Advertiser has the right to block the Publisher ID after the Twenty Four (24) hours from Monday to Friday and within Seventy Two (72) hours from Saturday to Sunday Zurich time and will not be responsible for paying for any of their Actions there after.

iMonetize may at any time, in its sole discretion, immediately cancel any Campaign(s). iMonetize will make commercially reasonable efforts to notify Advertiser(s) via e-mail of any such cancellation within a reasonable period of time.

5.5 Pay-ins and Capping:

Default Pay-ins rates for Actions are set in the Campaign details, with one Pay-in per Campaign per Geo.
A Pay-in can be set in EUR or in USD.

Pay-ins rates and/or volume capping are subject to change with Twenty Four (24) hours of written email notice. Skype or other IM chat programs is not an acceptable form of notification.
Any custom Pay-in is related to a specific Publisher. Any new Publisher will be sent under a new Publisher ID at the standard default Pay-ins rates as set in the Campaign details.

Article 6 - Promotion of the Programme and iMonetize

6.1 The Advertiser grants iMonetize a free non-exclusive license to use any distinctive element belonging to it and/or relating to their product(s) and/or service(s) (trademark, domain name, name of company, logo, etc.) in any document promoting and/or presenting the Programme, iMonetize, or any product, service and/or programme developed by iMonetize or in which iMonetize has an interest, and in particular in any powerpoint document, marketing materials, financial reports and client list that iMonetize might create.

6.2 Said license is granted with no geographical limits for the duration of this contract and for five (5) years after the termination of contractual relations between the parties.

Article 7 - Costs and Performance

7.1 Recording of Service Counts

Statistics, Actions and costs will be provided by the Programme Platform. Programme Platform shall govern this Contract.

Programme’s ad servers will be the official counter for determining the number of Ads delivered, Actions provided and costs payable under this Agreement.

iMonetize has sole responsibility for calculation of statistics, including Hits and Actions. Statistics shall be available to Advertiser(s) online in their respective Advertiser’s Account(s). This information and these statistics are calculated by iMonetize and updated on the Advertiser Account as soon as possible.

7.2 Fraudulent Actions

Any method to artificially and/or fraudulently inflate the volume of Actions, leads or sales, is strictly forbidden. Counts of Hits and Actions will be decided solely on the basis of reports generated by the Programme Platform. These prohibited methods include but are not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, running ‘spiders’ against the Publisher’s own Website, automatic redirecting of users or any other technique of generating automatic or fraudulent Hits (as determined by iMonetize, acting reasonably, or based on industry practices) or use of any other means of artificially enhancing results shall be a material breach of their Agreement.

7.3 Restrictions

Geos, incentivized traffic, chatter traffic, co-reg traffic, and other methods of promotion can be restricted, by the Advertiser for each Campaign in the Campaign details. Any Action proved by iMonetize or Advertiser as being unsuitable will not be paid for.

7.4 Challenging

The figures indicated on the Advertiser Account are calculated automatically and cannot be challenged, unless related to fraud as per 7.2.

Advertiser understands that Programme Platform’s online statistics may not be 100% accurate and that iMonetize may make adjustments to Advertiser’s online statistics.

Any disputes relating to the amount of costs must be declared to iMonetize in writing within a maximum period of thirty (30) days from the date the amount of the disputed costs are displayed on the Advertiser Account. After this thirty days period, it is considered that the Advertiser has unreservedly accepted the amount of costs indicated on the Advertiser Account.

Article 8 - Advertising Budget

8.1 Payments

Advertiser must pay its advertising budget through credit card or wire transfer. Advertiser shall pay all charges in EUR or USD. Charges are solely based on Programme Platform measurements, unless otherwise agreed to in writing. Nothing in this contract or an IO may obligate iMonetize to do credit to any party. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to iMonetize may be shared with companies who work on iMonetize’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to iMonetize and servicing Advertiser’s account.

An invoice corresponding to the amount of the charges will be automatically generated by iMonetize on a Monthly basis and made available to the Advertiser on the Advertiser’s Account.

8.2 Refund policy

iMonetize strives to offer the best service possible to its clients. Once an Advertiser makes a payment in the Programme platform, Advertiser has six (6) months from the last payment date to ask for a refund of the balance remaining on the account if he isn’t satisfied with the Programme and have remained in compliance with this agreement. As soon as an Advertiser makes a payment in the Programme platform, it is hereby understood that a refund will only be issued for a balance greater than two hundred (200) EUR or USD, the refund payment will be made on the bank account where the credit came from and a processing fee of 10% will be deducted from the refund.

Advertisers cancelled / terminated by iMonetize for violating this agreement are not entitled to a refund.

Article 9 - iMonetize's Obligations

In all cases, iMonetize is bound by a best-endeavours obligation in relation to this contract.

9.1 iMonetize undertakes to define the terms of its relationship with the different Publishers within one or more contractual documents.

9.2 iMonetize undertakes to include a clause in its contractual relationship with Publisher(s) according to which said:

  • The Publisher undertakes not to use spam.
  • The Publisher undertakes not to harm the performance of his contract particularly by directing visitors it knows are not reliable to Advertisers.
  • The Publisher undertakes that unless authorized by iMonetize in advance in writing, the following operations will not be included in the calculation of Commissions:
  • any action (purchase, lead, click or display) not carried out by an individual who has freely and spontaneously consented to the action. In particular, any action carried out using a robot, programme or any other partially automated process is prohibited;
  • any action (purchase, lead, click or display) carried out using a modified Link;
  • and, in general, any action intended to generate commissions unfairly vis-a-vis Advertisers.
  • The Publisher undertakes not to promote Advertisers on Websites presenting illegal content and in particular not to promote Advertisers on Websites presenting content that is slanderous, offensive, racist, homophobic, anti-Semitic, xenophobic, pedophilic or zoophilic, encourages the commission of crimes, offences or violations, harms the honour, reputation, dignity, image rights or privacy rights of others, is contrary to public order or contrary to the regulations applicable in terms of intellectual property, advertising, and consumers rights. Similarly, the Publisher undertakes not to publish advertising material provided by iMonetize, in its original state or amended, on Websites presenting illegal content as defined above.
  • The Publisher undertakes to implement or guarantees the implementation of so-called RTA tags on the Website(s) or any other means of recognition of the content of the Website(s) by parental control software.
  • The Publisher undertakes not to provide Internet users with false information relating to Products and terms of sale applicable and not to make misleading and/or injurious statements relating to Products, Advertisers, iMonetize or the operation of the programme. In particular, the Publisher undertakes not to associate Advertisers or iMonetize with illegal content as defined above.

9.3 iMonetize undertakes to provide the Advertiser with an Advertiser Account as described in article 4 of this contract.
iMonetize cannot be held liable if the Advertiser Account is temporarily inaccessible or out of service. If the Advertiser Account is inaccessible or out of service for more than twenty four (24) hours, iMonetize undertakes to inform the Advertiser by e-mail and implement all the necessary means in order to restore the normal operation of the Advertiser Account.

Article 10 - Advertiser's Obligations

10.1 The Advertiser undertakes not to adopt conduct of a nature to create confusion between iMonetize and the Advertiser in the minds of the public and Internet users.

The Advertiser undertakes not to adopt conduct of a nature to create confusion between iMonetize and Publishers in the minds of the public and Internet users.

10.2 Non-Solicitation

During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Advertiser agrees that it will not do business directly or indirectly with any Publisher identifiable on the Programme Platform, or directly or indirectly solicit or induce such Publisher to do business directly with the Advertiser. Advertiser understands and agrees that this prohibition is a key consideration and inducement for iMonetize to enter into this Agreement with Advertiser, and to provide the Programme.

10.3 Advertiser’s obligations concerning Ads

The Advertiser represents and warrants to iMonetize that none of the advertising provided contains:

  • Any material that consists of paraphilia or scatological activities;
  • Any material that contain children or minors in adult or sexual situations;
  • Any material that offers illegal products or services;
  • Promotion of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics;
  • Promotion of violence, racial intolerance, or advocacy against any individual, group, or organization;
  • Promotion of fake documents, copied material, or paper mills;
  • Any unauthorized use of third party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner, or is likely to dilute the value of a known trademark;
  • Promotion of drugs or any related paraphernalia;
  • Sales or offers of certain weapons, alcohol, tobacco or any related paraphernalia. Advertisements for electronic cigarettes are permitted but cannot contain tobacco;
  • Promotion or any attempt to profit from human tragedy or suffering;
  • Promotion of illegal activities that infringes on the rights of others;
  • Promotion of gambling or online betting that allows any targeted country’s registrations. Any gaming advertisement must block concerned countries’ registrations using geo-location and other advanced risk controls. Removing the countries from the registration field is not considered sufficient;
  • Any content that targets to children of age 18 and younger;
  • Any material that does not respect particular advertising rules added in the Advertiser Account for specific Publisher ́s Website(s).

10.4 More generally, the Advertiser undertakes to respect all current regulations.

Article 11 - Liability - Guarantees

iMonetize’s liability and guarantees

11.1 Under no circumstances can iMonetize guarantee the content proposed on Publishers Websites.

11.2 iMonetize cannot be held liable for operating failures in any of the servers on which the Websites are hosted.

11.3 iMonetize cannot guarantee any volume of Hits or Actions. Volume can differ from one day to another following the performances of the Website(s) and users targeted.

11.4 If the liability of iMonetize is sought for one of the cases mentioned in this Agreement, and provided that iMonetize informs the Advertiser by sending an e-mail or a registered letter within a maximum of forty eight (48) hours, the Advertiser undertakes to join the legal proceedings, assume the defence costs of iMonetize and indemnify iMonetize for any judgements.

Advertiser’s liability and guarantees

11.5 Advertiser guarantees iMonetize that it has all the authorisations and all the rights required to publish the advertising material it makes available to the Publishers.
Consequently, Advertiser declares it is fully liable for the advertising material it makes available to the Publishers and declares it indemnifies the Publishers for any action by a third party relating to any violation of intellectual property rights or relating to any violation whatsoever of current laws and regulations and in particular in terms of slander, protection of children or violent, xenophobic or racist information that might relate to the advertising material it makes available to the Publisher.

11.6 If the liability of the Advertiser is sought for one of the cases mentioned in this Agreement, and provided that the Advertiser informs iMonetize by sending an e-mail and a registered letter within a maximum of forty eight (48) hours, iMonetize undertakes to join the legal proceedings, assume the defence costs of the Advertiser and indemnify the Advertiser from any judgements.

Article 12 - Intuitu Personae

12.1 From the Advertiser’s point of view, this contract is entered into an intuitu personae basis. Consequently, this contract can only be transferred by the Advertiser to a third party with the express written consent of iMonetize.

12.2 On the other hand, the Advertiser accepts the transfer of this contract by iMonetize in advance.

Article 13 - Duration of Contract

This contract is signed for a non-determined period. This Agreement may be amended by iMonetize at any time. Such amended Agreement shall become effective Thirty (30) days upon announcement thereof notification to Advertiser. By continuing to use the Programme when the such amended Agreement is effective, Advertiser will be deemed to have accepted such amendments.

Article 14 - Termination

14.1 This contract can be terminated at any time and without reason by any one of the parties by sending an e-mail to the other party.

The termination will take effect within a period of two (2) weeks after the delivery of the request for termination by e-mail and will terminate all the obligations of the parties.

14.2 In the case of termination due to the non-performance by one of the parties of the obligations incumbent upon it under the terms of this agreement, termination will take effect immediately after the delivery of the termination e-mail which shall indicate the obligation(s) not performed.

14.3 If applicable, the Advertiser will have a period of thirty (30) days from the effective termination of this contract to claim the payment of the balance of its Advertiser Account from iMonetize under the conditions described in this contract. Before any refund, a fixed sum of twenty five (25) EUR or USD will be deducted by iMonetize from the Advertiser Account to cover the costs resulting from the closure of said account.

14.4 In the case of inactivity of the account during Twelve (12) months or more, meaning no invoice for the period, iMonetize can terminate this contract at any time, termination taking effect immediately. No refund of the balance remaining on the account would be applied.

Article 15 - Force Majeure

15.1 By express agreement between the parties, the interruption or malfunctioning of the servers hosting the Adverts or the Publishers’ websites, the inaccessibility or malfunctioning of the Advertiser Account and the implementation of modifications required by any administrative or legal authority are added to the cases of force majeure usually accepted in accordance with legislation and past decisions.

15.2 In the event of force majeure, the defaulting party shall inform the other party by e-mail as soon as possible of its failure, of the force majeure event cited and the estimated period of time during which it will be unable to perform its obligations.

If the failure lasts more than Twenty Four (24) hours, the defaulting party shall accurately answer any questions the other party may ask in order to determine the extent of the repercussions of the failure and any solution to be adopted.

The defaulting party shall also inform the other party when the force majeure event ends and when the normal performance of the contract resumes.

Article 16 - Tolerance

Should a party tolerate the failure of the other party to perform its contractual obligations, regardless of the duration and/or frequency of said tolerance, this shall not under any circumstances have the consequence of modifying the content of this contract and in particular reduce the respective obligations of each party.

Article 17 - Independance of Parties

17.1 The parties to this contract each declare they act for their own account, in their own name and under their own responsibility and declare they are completely independent of each other.

Consequently, neither party has the power to act for the other.

Nevertheless and in the interests of this contract, each party is permitted to seek advice from or make recommendations to the other party concerning the organisation of its business. Under no circumstances can this advice or these recommendations be mandatory in nature.

17.2 Similarly, the parties to the contract declare they are totally independent vis-a-vis the Publishers. Consequently, no guarantee or joint and several liability can be sought between any one of the parties to this contract and Publishers. Nevertheless, iMonetize can act as a Publisher and in this circumstance iMonetize undertakes to respect the same obligations vis-a-vis Advertisers than the Publishers do.

Article 18 - Correspondence Between Parties

18.1 Unless an official document is requested or unless indicated otherwise in this contract, communications and correspondence between iMonetize and the Advertiser can be legitimately sent by e-mail or registered letter. Skype or other IM chat programs is not an acceptable form of notification.

18.2 E-mails sent to the Advertiser will be sent to the address indicated on the Advertiser Account. Consequently, iMonetize cannot be held liable for failing to inform the Advertiser when it has sent the e-mail to the address indicated on the Advertiser account.

Article 19 - Confidentiality

19.1 The Advertiser undertakes to keep confidential all information of any kind, financial or technical etc, any document relating to this contract and the very terms of this contract.

In particular, the Advertiser undertakes to keep confidential any information disclosed via its Advertiser Account with the exception of any information it might come to know concerning iMonetize’s expertise and the operating terms of the Programme.

The Advertiser can only disclose such information with the express written authorisation of iMonetize and/or on the express written request of an administrative or legal authority.

19.2 This confidentiality obligation will be applicable throughout the duration of the contract and for a period of three (3) years after the nullity, termination or cancellation of this contract.

If this article is not respected, iMonetize can bring an action for contractual liability against the Advertiser.

19.3 The Advertiser authorizes iMonetize to include any strategic information concerning it into any document promoting and/or presenting the Programme, the company iMonetize or any product, service and/or programme developed by iMonetize or in which iMonetize has an interest, and in particular in any digital presentation document, marketing material, financial report and client list.

Article 20 - Superseding Effects

20.1 Prior Agreement

This Agreement supersedes and replaces any and all previous agreements whether oral or written, between the parties.

20.2 Entire Agreement

This Agreement constitutes the entire agreement between the contracting parties concerning the subject matter hereof. It also supersedes any and all other agreements or contracts, either oral or written, between the parties with respect to the subject matter hereof.

Article 21 - Jurisdiction

21.1 In the case of a dispute, the parties undertake to seek an amicable solution.

21.2 Governing law : this contract is governed by the law of Switzerland as far as both substance and form are concerned.

21.3 Failing an amicable solution, any dispute relating to the formation, performance or termination of this contract will be expressly submitted to the jurisdiction of the Geneva commercial court in Switzerland, notwithstanding multiple defendants or guarantee proceedings.

The Geneva commercial court in Switzerland will also have express and exclusive jurisdiction in the case of urgent proceedings, interim proceedings or ex parte proceedings.

For Publishers

These terms and conditions (the ‘PUBLISHER AGREEMENT’), governs your participation as a member (the ‘Publisher’) of the advertising programme (the ‘Programme’). The Publisher covenants and agrees to be bound by this Agreement, and the schedules attached, as amended by iMonetize (the ‘Representative’) from time to time.

Preamble

The purpose of this agreement is to set up and manage an advertising programme (the ‘Programme’) to monetize traffic from independent websites.

The programme consists of integrating advertisements on websites or in emails routed via Opt-in email databases, owned by independent third parties wishing to monetize the audience which is constituted by the internet users visiting their website(s) or their emails (hereafter referred to as the ‘Publishers’). The said advertisements (hereafter referred to as the ‘Advertisements’) shall redirect the internet users to independent third party websites wishing to promote their product(s) and/or service(s) (hereafter referred to as the ‘Advertisers’) on the internet.

The added value of the Programme relies notably in the selection of the participating Advertisers in the programme, the creation of the Advertisements within the Programme and the optimization of the choice of the Advertisements offered to users visiting the Publisher’s website.

The Publisher contacted the Representative in order to benefit from the Programmes offered by the latter.

Both parties thus came to an agreement with the purpose of collaborating as per the conditions set out below.

As a result of which it has been agreed and decided as follows:

Preliminary - Definitions article

Direct Purchase: Purchase from an Advertiser by an internet user directed to the Advertiser’s websites via an Advertisement placed by the Publisher.

Indirect Purchase: Purchase made by an internet user initially directed by the Advertisements placed by the Publisher on the Advertiser’s websites, following a reminder sent to the internet user by the Advertising Agency.

Advertising Agency: Legal entity responsible for the good management of the Programme, the selection of Advertisers and for making Campaigns available to the Publisher via a Publisher Account.

Advertisement: Banner, text or other marketing operation with the intention of promoting the advertising Campaigns.

Advertiser: Individual or legal entity, who publishes services, content, or markets products, having signed an agreement with the Advertising Agency in order to offer an advertising campaign in the form of Advertisements.

Campaign: Advertising programme whose earnings are calculated based on a CPA (cost per acquisition), CPL (cost per lead), CPI (cost per install), CPC (cost per click) or CPM (cost per thousand views) depending on the Advertiser’s choice.

Publisher Account: Online interface on the Advertising Agency’s Platform benefiting from the services of AdFlex and maintained by the Advertising Agency which enables the Publisher by means of a username and a password to access all statistical data related to their affiliation to the Programme and to benefit from the Advertisements.

Cookie: A text file placed on the hard drive of the internet user’s device whilst visiting a website. It collects data concerning the internet user’s browsing pattern in order to customize user experience.

Publisher: Publisher of services or content, an individual or legal entity, having subscribed to the Programme in order to publish a Campaign.

Link or Hyperlink: Embedded code tags around the text, video, image or audio on a website enabling the internet user who clicks on this text, sound, image or video to be redirected to a predefined internet address.

Representative: Legal entity authorized by the Publisher to represent them with the Advertising Agency and manage the administrative, legal and financial relations on their behalf.

Domain name: Address entered by an internet user to access a website (e.g. google.com). The address consists of the name of the site (google) and an extension (com) separated by a full stop. The extension may indicate the nationality (sg, hk, cn, etc.) or the type of activity (com, gov, etc.).

Spam: Illegal process consisting of sending unsolicited advertising, usually by email. To be legal, advertising material sent to an internet user must have originated in a request by the user through a process known as ‘opt-in’ whereby the internet user explicitly states that they wish to receive specific information.

Tag: Technical or JavaScript code enabling Advertisements to be displayed on a web page.

Tracking: A process consisting of monitoring the pattern and behaviour of an internet user, which can notably be carried out through the use of Cookies.

Article 1 - Purpose of the Agreement

1.1 The Publisher agrees to join the Programme and thereby promote the Advertisers’ Campaigns offered (hereinafter the ‘Products’) by displaying the Advertisements as per the conditions described below. For the purposes of this agreement, the internet users directed to the Advertisers by the Publisher, and exclusively these, will be referred to hereafter as the ‘Internet Users’.

1.2 The Representative undertakes to pay the Publisher according to the quantity or the performance of Advertisements published, under the conditions described below.

Article 2 - Procedure for the Conclusion of This Agreement

Prior to the conclusion of this agreement, the Publisher states:

  • that they have full legal capacity to conclude and execute this agreement. In particular, the Publisher individual entity declares being of legal age and capable; the representative of the Publisher legal entity declares being of legal age, capable and duly authorised for the purpose of entering into this agreement;
  • that they are not in contravention of the statutory provisions relating to the exercise of a commercial occupation.

2.1 It is the responsibility of the Publisher to download this agreement, to complete it honestly and, if applicable, to accept the content by a double-click. This initial acceptance will enable this agreement to come into effect.

However, no payment will be made prior to receipt by the Representative, by postal mail, of two copies of this agreement duly dated, initialled and signed, accompanied by proof of identity of the signatory and, if appropriate, proof of their capacity to act as the representative of the Publisher legal entity (extract from the appropriate commercial register or copy of the mandate). Should the Publisher fail to do so, the commissions exceeding the above stated threshold will be blocked on the Publisher Account until receipt of this agreement as per the conditions given above.

Article 3 - Opening and Updating of the Publisher Account

3.1 As from the effective date of this agreement, the Advertising Agency shall open on the Programme management platform, a Publisher Account in the name of the Publisher and shall provide, via email, the appropriate username and password.

3.2 The Publisher Accounts are unique and individual. Accordingly, each Publisher may only own one Publisher Account.

In the event of any fraudulent action pertaining to this Article 3.2, all income obtained by successive affiliations to the Programme and credited to the Publisher Account or Accounts opened following these successive affiliations shall be permanently forfeit to the Publisher.

3.3 The username and password are strictly personal and confidential.

If lost or stolen, it is the responsibility of the Publisher to inform the Advertising Agency as quickly as possible. Failing such prior declaration of loss or theft, any use made of these usernames and passwords will be considered as being made by the Publisher.

3.4 The Publisher agrees to update all the information required on the Publisher Account.

In particular, the Publisher undertakes to provide and update the information concerning their telephone numbers, address or registered office, email and the domain name of the web site or sites which are concerned by the Programme.

If necessary, the Publisher undertakes to provide and update the information concerning their instant messaging addresses (Icq, Skype, etc.).

3.5 The Publisher undertakes to upload to their Publisher Account, a digital copy of their passport, their bank account details and, if other document proving their registration with the appropriate companies registration office, or to any other similar registry.

Copies of these documents shall be updated on the Publisher Account on expiry or on the modification of all or part of the information so contained.

Article 4 - Programme Operating Procedure

4.1 As decided by the Publisher, the Advertisements placed to ensure the promotion of the Advertisers may either be placed directly on one or more websites published and developed by the Publisher, or placed on one or more websites published and developed by a third party as part of an agreement between the third party and the Publisher (traffic purchase, advertising purchase, affiliation, etc.).

For the purposes of this agreement, all websites on which the Publisher will ensure the promotion of the Advertisers shall be referred to as the ‘Sites’.

4.2 It is the responsibility of the Publisher to identify the space on the Sites that they intend to dedicate to the Advertisements and to inform the Agency Advertising of the dimensions and constraints concerning this space as per the conditions set out in Article 8 below.

4.3 The Advertisements must contain the unique identifier provided by the Advertising Agency. This identifier will enable the Advertising Agency to track Internet User behaviour and consequently to update the statistics available on the Publisher Account. Should the link not contain this identifier, no commission may be claimed by the Publisher.

By derogation, in the event that the Internet User may have disabled ‘JavaScript’ in their browser configuration and in the event that the Advertisement requires the transmission of a ‘JavaScript’ code for the proper registration of the sale, the actions of the Internet Users via the Advertisements operating with the ‘JavaScript’ code may under no circumstances give rise to the payment of any commission.

Article 5 - Promotion of Advertisers and Use of Internet User's Data

5.1 The Publisher ensures the promotion of the Advertisers by any legal means they may deem useful.

In particular, the Publisher is encouraged to publish advertising banners, to integrate advertising measures and to highlight the Products.

5.2 The Publisher agrees not to use the data relative to the Internet Users and notably Internet Users’ email addresses collected during the promotion of the Advertisers.

In particular, in accordance with the law and with Article 13 of this agreement the Publisher undertakes not to use the Internet Users’ contact information to send spam, whether such spam is sent for the promotion of the Advertising Agency, the Advertisers or for other third parties.

5.3 The Publisher acknowledges being aware of and accepting the following regarding data protection:

5.3.1 Everyone is entitled to clear information about how we use personal information. Therefore, each party must include a clear privacy policy on its website(s). This document discloses how such party collects, uses, stores and discloses users’ personal data, if any is collected, and instructs users how to opt-out of such practices.

5.3.2 iMonetize’s Privacy Policy is accessible on iMonetize’s website. It explains when we collect data, what kind of data, the use we make of the provided personal data or the ones we gather from you but also the measures we take to protect your privacy. The Privacy Policy also explains how you may request that we amend or delete your personal data from our records as well as how to request that we cease all contact with you. We strongly advise to read the Privacy Policy carefully. In fact, as soon as you start using iMonetize’s services, we will consider you have read and accepted the terms.

5.3.3 As stated in iMonetize’s Privacy Policy, we may transfer your personal data to providers who require access to it in order to provide the services for which they have been engaged. These providers have signed confidentiality and data processing agreements that are necessary and mandatory. Some of the technology service providers hired by iMonetize may be located in countries with no data protection regulation equivalent to the European (“Third Countries”). These service providers have signed the confidentiality and data processing agreements required by the regulation, which apply the warranties and safeguards needed to preserve your privacy. For further information regarding warranties to your privacy, you may contact iMonetize through the email or mailing address shared in the Privacy Policy.

The Publisher’s privacy policy available to end users shall also inform that third party advertisers may place cookies on the browsers of its website(s) visitors. In accordance to EU Directive 2002/58/EC as amended by Directive 2009/136/EC, the Publishers are required to provide end users with clear and comprehensive information regarding any devices used on their websites to store information in the User’s terminal equipment or to retrieve already stored information from the said terminal equipment. The Publishers must also set up an opt-in system which ensures that, prior any action is done, each end users located in the European Union is informed and accepts that such devices are used or installed in their terminal equipment.

The Publisher shall be obliged to communicate detailed information on its Website(s) regarding the cookies being placed by iMonetize on the browsers of visitors to Publisher’s Website(s). The Publisher will find the cookies information available to him in iMonetize’s Privacy Policy.

5.3.4 Each party shall ensure to the other that it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection) and this, during the term of this Agreement.

5.4 The Advertising Agency recognizes the right of the Publisher to terminate the promotion of the Advertisers without prior justification.

Article 6 - Advertising Material

6.1 The Advertising Agency shall supply to the Publisher the advertising material designed to optimize the promotion of Advertisers and encourages them to use this material. This advertising material is hosted by the Advertising Agency. The tags necessary for the use and display of the advertising material are to be downloaded from the Publisher Account.

The Advertising Agency agrees that the Publisher has the right not to use this advertising material.

6.2 Under no circumstances may the Publisher use the promotional material provided by the Advertising Agency, even after modification by them, for purposes other than for the promotion of the Advertisers via the Programme.

Article 7 - Programme Promotion

7.1 The Publisher grants to the Advertising Agency a free non-exclusive licence for the use of any distinctive element of which they are the owner and/or which belongs to the Sites (brand, domain name, company name, logo, etc.) in any document for the promotion and/or presentation of the Programme, the Advertising Agency, or any product, service and/or software developed by the Advertising Agency or in which the Advertising Agency may have an interest, and notably in any presentation, marketing medium, financial report and client listing that the Advertising Agency may produce.

7.2 The said license is granted without any geographical restriction for the duration of this agreement and for five (5) years following the termination of contractual relations between the parties.

Article 8 - Choice of Advertisements

8.1 It is the responsibility of the Publisher to exclude, via its Publisher Account any category of Advertisements and/or Advertisers they do not wish to promote, according to the opportunities offered by the Advertising Agency.

8.2 The Publisher undertakes to exclude any category of Advertisements whose content would be contrary to the applicable laws and regulations of their country of residence and/or countries whose official language is the language used on the Site.

Similarly, the Publisher undertakes to exclude any category of Advertisers whose products and/or services would be contrary to the applicable laws and regulations in their country of residence and/or countries whose official language is the language used on the Site.

8.3 Except under the circumstances envisaged in Articles 8.1 and 8.2, it is the responsibility of the Advertising Agency and not the Publisher to determine the advertisements which shall be displayed on the Sites and the Advertiser’s page to which the Internet User shall be directed.

This redirection of the Internet User shall be performed automatically by the Advertising Agency.

Article 9 - Commission Calculation Methods

9.1 The Advertising Agency does not guarantee any minimum amount of commission to the Publisher.

9.2 Subject to the validation of that purchase by the Advertiser concerned, each Direct or Indirect Purchase of a Product from an Advertiser by the Internet User shall give rise to a commission in favour of the Publisher.

The amount of the commissions payable to the Publisher is determined monthly at the Advertising Agency’s discretion, depending on the quantity and type of Direct and Indirect Product purchases made by the Internet Users or according to the quantity of Advertisements displayed.

9.3 The Advertising Agency reserves the right to modify, delete or add any commercial Offer at their own discretion. In particular, the Advertising Agency reserves the right to exclude and/or replace any Advertiser or any Campaign.

9.4 The Publisher acknowledges that they have been informed of the risk of payment default on the part of the Internet Users (opposition, etc.).

In the event that it proves impossible for the Advertiser to recover the money owed by the Internet User following the purchase of one or more Products, the commissions that have been paid concerning such unpaid Products will be deducted from current and future commissions due to the Publisher.

This condition will also apply should it prove impossible for the Advertising Agency to recover the amounts owed by the Advertisers in respect of the purchase by the Internet User of one or more Products.

In the event of any remainder, the Publisher shall be recognised as owing to the Representative the outstanding sum to be deducted.

9.5 This information and these statistics are calculated by the Advertising Agency and the Publisher Account is updated daily.

As stated in Article 22, the Publisher undertakes to maintain the confidentiality of all information communicated via the Publisher Account with, however, the exception of the exact and total amount of monthly commissions.

9.6 The figures indicated on the Publisher Account are calculated automatically and may not be contested.

Any dispute relating to the amount of commissions due must be communicated in writing to the Representative within a maximum of thirty (30) days following the display of the amount of the disputed commission on the Publisher Account. The expiry of this thirty (30) day period shall be deemed to constitute acceptance without reserve by the Publisher of the amount of the commissions displayed on the Publisher Account.

Article 10 - Terms of Payment

10.1 It is the responsibility of the Publisher to submit to the Representative a request for the payment of the commissions due to him. This request for payment shall be made using the tools available on the Publisher Account.

Under no circumstances may a payment request be registered, and still less be honoured, for commissions totalling less than the following amounts:

Wire Transfer: One hundred (100) euros or United States dollars within the SEPA zone and three hundred (300) euros or United States dollars outside the SEPA zone.

PayPal, ePayments: One hundred (100) euros or United States dollars worldwide.

10.2 Upon registration of the application for payment, an invoice for the amount of commissions due on the date of application will automatically be generated by the Representative and made available to the Publisher on the Publisher Account.

10.3 The payment corresponding to the amount of commissions due as indicated on the invoice will be made within thirty (30) days following the request for payment. If the day of payment provided for under this agreement is a non-working day, payment will be postponed until the first working day after the specified day.

In the event of default or late payment on the part of the Advertising Agency or the Advertiser, the Representative shall be entitled to delay payment to the Publisher until the Representative has actually been paid by the Advertising Agency.

10.4 The Publisher may opt for the commissions to be paid by bank transfer, electronic purse or any other means of payment available in the country of residence of the Publisher and proposed on the payment page of the Publisher Account of the Advertising Agency.

The various costs relating to payments, including currency exchange commissions, intervention charges or international transfer fees will be at the expense of the Publisher. A twenty (20) euros or United States dollars fee will be charged for each payment request, regardless of the payment method.

At the very latest the Publisher must inform the Representative of their choice of method of payment when submitting the request for payment.

10.5 It is the responsibility of the Publisher to update the information concerning payment terms on the Publisher Account.

10.6 Under no circumstances shall the Representative be held liable for any failure by the Publisher to carry out this update.

Accordingly, the amounts transferred by the Representative to a bank or other account belonging to a third party due to an erroneous indication or the failure to update their bank or other contact information by the Publisher will be definitively lost to the Publisher.

Furthermore, any costs incurred by the Representative in connection with an unsuccessful payment resulting from any error and/or omission by the Publisher in their personal and banking information will be deducted from the commissions due to the said Publisher.

Any dispute relating to a due payment must be communicated in writing to the Representative within a maximum of thirty (30) days from the date of the disputed payment. The expiry of such a thirty (30) day period is deemed to mean acceptance by the Publisher of the payment made by the Representative.

10.7 In any event, any commission not claimed within a period of eighteen (18) months will be definitively lost to the Publisher.

Article 11 - Security Deposit

11.1 Should the Advertising Agency note one or several anomalies concerning the payment by Internet Users and/or Advertisers of the Products purchased by the Internet Users, particularly in the event that the percentage of non-payment to an Advertiser be abnormally high, the Agent shall be entitled to retain a security deposit of an amount to be determined at its own discretion and according to the identified risks.

Similarly, the Representative is entitled to retain a security deposit in the event that they may note one or more anomalies in the behaviour of the Publisher, particularly in the event that the required information on the Publisher Account may be considered incomplete and/or incorrect.

The character of the anomaly shall be interpreted at the discretion of the Representative. However, the Representative may not have recourse to the security deposit before warning the Publisher by email.

11.2 The said deposit shall be used primarily to guarantee the deduction of commissions paid or recorded for Products which finally remain unpaid by the Internet Users and/or the Advertisers as outlined in Article 9 of this agreement.

The deposit will be retained by the Representative for a period of fifteen (15) months.

After expiry of this period, the amount of the deposit, less any commissions previously credited for unpaid Product purchases, will be credited back to the Publisher Account.

11.3 In exceptional circumstances and in the event of a fault committed by the Publisher (failure to comply with their contractual or legal obligations, etc.), all outstanding deposits may be permanently retained by the Representative as compensation.

In any event, the retention of this deposit does not prevent the Representative from initiating an action against the Publisher for contractual liability.

Article 12 - Representative's Obligations

In all circumstances, in the execution of this Agreement the Representative is held to an obligation of means.

Representative’s Obligations Concerning Advertisements

12.1 The Representative undertakes to define the details of their relationship with the various Advertising Agencies in one or several contractual document(s).

12.2 The Representative undertakes to include a clause in their contractual relationship with the Advertising Agencies, stating that the latter shall display the terms and conditions applicable to the different Products available before any commitment is made by the Internet User.

12.3 The Representative shall not be held responsible for any failure by one or more of the servers on which the Advertisements are hosted.

Representative’s Obligations Concerning its Relationship with the Publisher

12.4 The Representative undertakes to ensure that the Advertising Agency shall provide to the Publisher the advertising materials necessary for the promotion of Advertisers as described in Article 6 of this agreement, as soon as possible after the effective date of this agreement.

If applicable, the Advertising Agency undertakes to provide, together with the advertising material, the applicable legal notices and/or logos, relating to intellectual property rights.

12.5 The Representative undertakes to ensure that the Advertising Agency shall make available to the Publisher a Publisher Account as described in Article 3 of this agreement.

The Representative shall not be held responsible should the Publisher Account fail or be temporarily unavailable. In the event that such failure or unavailability should last longer than twenty-four (24) hours, the Advertising Agency undertakes to notify the Publisher by email and implement all necessary means to restore the normal operation of the Publisher Account.

12.6 The Representative undertakes to pay the Publisher under the conditions and limits set out in Articles 9 and 10 of this agreement.

Article 13 - Publisher's obligations

Publisher’s Obligations Concerning the Sites

13.1 The Publisher undertakes to implement all legal and authorized means under the present agreement to promote the Advertisers.

The Publisher undertakes not to promote Advertisers on Sites which display illegal content and notably the Publisher undertakes not to promote Advertisers on Sites with content which is defamatory, offensive, racist, homophobic, anti-Semitic, xenophobic, paedophile, zoophile, which may encourage the public to commit a crime, an offence or a contravention, which is likely to adversely affect the honour, reputation, dignity, personal image rights or the privacy of others, which is contrary to public order, contrary to the laws on intellectual property, advertising, and consumer rights.

Similarly, the Publisher undertakes not to publish any advertising material supplied by the Advertising Agency, as supplied or after modification, on Sites displaying any illegal content as defined above.

13.2 The Publisher undertakes to install so-called RTA tags, or any other means for the recognition of site content by parental control software, on the Site(s) or to do everything in their power to ensure that such tags are installed.

Publisher’s Obligation Concerning the Promotion of Advertisers

13.3 the Publisher undertakes not to provide false information to Internet Users regarding the Products and the applicable terms of sale nor any misleading or defamatory remarks relative to the Products, the Advertisers, the Advertising Agency, the Representative or the operation of the Programme.

In particular, the Publisher undertakes not to associate the Advertisers, the Advertising Agency or the Agent with any illegal content as defined in section 13.1 of this agreement.

13.4 Similarly, the Publisher undertakes not to adopt any behaviour likely to create in the mind of the public and the Internet Users, a doubt as to the legality of the content of the Advertisements or the Products and the applicable terms of sale.

The Publisher undertakes not resort to spam.

13.5 The Publisher undertakes to cause no harm to the execution of the present agreement notably by directing to the Advertisers Internet Users that he knows to be unreliable.

13.6 The Publisher undertakes not to interfere with the execution of the present agreement by fraudulently using counterfeit or stolen bank cards to take out subscriptions or by allowing any third party to take out to subscriptions using bank cards that they know to be counterfeit or stolen.

13.7 The Publisher undertakes not to adopt any behaviour likely to cause confusion between the Representative, the Advertising Agency and the Publisher in the minds of the public and the Internet Users.

13.8 The Publisher undertakes to declare to the competent authorities and within the prescribed period, all the income they receive in the execution of the present agreement.

13.9 More generally, the Publisher undertakes to respect all relevant laws and regulations.

Article 14 - Liability - Warranties

Liability and Warranties Concerning the Advertising Agency

14.1 The Advertising Agency warrants to the Publisher that they have all the necessary authorisations and rights for the publication of the advertising material which they shall make available to the Publisher.
Consequently, the Advertising Agency declares accepting full responsibility for the advertising material that they make available to the Publisher and declares giving a warranty to the Publisher against any action by any third party relating to any breach of intellectual property rights or concerning any violation of the laws and regulations in force, including defamation, protection of minors, information of a violent, xenophobic or racist nature that may relate to advertising material which they make available to the Publisher.

14.2 In the event that the liability of the Publisher may be sought for one of the cases referred to in clause 14.1 of this article, and provided that the Publisher shall inform the Agency Advertising by sending within a maximum period of forty eight (48) hours an email and a registered letter with acknowledgement of receipt, the Advertising Agency undertakes to intervene voluntarily in the judicial process, to assume the Publisher’s defence costs and warrants the Publisher against any conviction.

14.3 Under no circumstances shall the Advertising Agency warrant the content offered on the internet sites of the Advertisers.

14.4 Under no circumstances shall the Advertising Agency warrant the payment solutions used by the Advertisers.

Responsibility and Warranties Concerning the Publisher

14.5 The Publisher warrants to the Advertising Agency that he has all authorisations and all rights necessary for the content offered on the Sites. In the event of promotion of the Advertisers by Sites owned by a third party under an agreement between the third party and the Publisher, the Publisher shall stand guarantor and declares themself liable for the content on the said Sites.

The Publisher accepts full liability for the content available on all of the Sites and warrants the Advertising Agency concerning any action by a third party concerning any violation of intellectual property rights or concerning any violation of the laws and regulations in force, notably including defamation, protection of minors, violent, xenophobic or racist information that may relate to the content offered on one or several of the Sites and/or the advertising material created or modified by the Publisher.

14.6 In the event that the liability of the Agency Advertising is sought for one of the cases mentioned in Articles 14.5, and on condition that the Advertising Agency shall inform the Publisher by sending, within a maximum period of forty-eight (48) hours, an email or letter with acknowledgement of receipt, the Publisher agrees to intervene voluntarily in the judicial process, to assume the Agency Advertising’s defence costs and to warrant the Advertising Agency of any conviction.

Article 15 - Intuitu Personae

15.1 From the point of view of the Publisher, this agreement is concluded intuitu personae.

Consequently, this agreement may only be assigned by the Publisher to a third party with the express written agreement of the Representative.

15.2 Conversely, the Publisher accepts in advance the transfer of this agreement by the Representative.

Article 16 - Duration of the agreement

This agreement is concluded for an unlimited period.

Article 17 - Termination

17.1 The termination will take effect within a period of fifteen (15) days following the sending of the email requesting termination and shall end all obligations of the parties.

17.2 In the event of termination for non-performance by one of the parties of the obligations incumbent on them under the terms of the present agreement, the termination shall take effect immediately following the sending of the termination email which shall indicate the obligation(s) which have not been performed.

17.3 If necessary, the Publisher has a period of thirty (30) days from the effective termination of this agreement to demand the payment of the balance of their Publisher Account by the Representative under the conditions described in Article 10 of this agreement. Where appropriate, the credit balance of the Publisher Account shall be paid by the Representative to the Publisher within a period of thirty (30 days) following the effective termination of this agreement.

Before any payment is made, a fixed sum of twenty-five (25) euros will be deducted by the Representative from the Publisher Account to cover the charges incurred in the closure of the account.

Article 18 - Force Majeure

18.1 By express agreement between the parties, the failure or malfunction of the servers hosting the Advertisements or the Advertisers’ Sites, the unavailability or malfunction of the Publisher Account, the carrying out of modifications required by any administrative or judicial authority shall be added to those cases usually recognized by the law and jurisprudence as being cases of force majeure.

18.2 In the event of force majeure, it is the responsibility of the defaulting party to notify the other party by email as soon as possible of their failure, the force majeure invoked and the estimated duration of their inability to carry out their obligations. In the event that such failure exceeds a period of twenty-four (24) hours, the defaulting party will sincerely answer any questions of the other party, which will aim to determine the extent of the impact of the failure and a possible solution which may be adopted.

It is also the responsibility of the defaulting party to notify the other party of the end of the force majeure event and of a return to a normal execution of the agreement.

Article 19 - Tolerance

Under no circumstances shall any tolerance on the part of one party of the failure of the other party to perform its contractual obligations, irrespective of the duration and/or frequency of said tolerance, have the effect of altering the contents of this agreement notably by reducing the respective obligations of each party.

Article 20 - Independence of the Parties

20.1 The parties hereto declare that they are each acting for their own account, in their own name, on their own responsibility and are totally independent of one another.

As a result, neither of the parties shall have any power over the other.

20.2 However in the interests of this agreement, each party may seek advice from or make recommendations to the other party concerning the organization of their business. Under no circumstances shall such advice or recommendations be considered mandatory.

20.3 Similarly, the parties to the agreement each declare being completely independent vis-a-vis the Advertisers. Consequently, neither warranty nor any solidarity may be sought between any one of the parties to this agreement and any one or more of the Advertisers.

Article 21 - Correspondence Between the Parties

21.1 Other than for the request of an official document or as otherwise expressly provided for in this agreement, communications and correspondence between the Representative or the Advertising Agency and the Publisher may legitimately be made by email or by registered letter with acknowledgement of receipt.

21.2 The emails sent to the Publisher will be sent to the address which they have indicated on the Publisher Account. Therefore, neither the Representative nor the Advertising Agency may be held responsible for any failure to inform the Publisher once the email has been sent to the address indicated on the Publisher Account.

Article 22 - Confidentiality

22.1 The Publisher agrees to keep confidential all information, be it of an economic or technical nature etc., any document relating to this agreement and including the terms of this agreement.

In particular, the Publisher undertakes to keep confidential any information submitted via their Publisher Account except the exact and global monthly commissions as well as any information of which they had knowledge concerning the expertise of the Representative, the Advertising Agency and the programme’s operating procedures.

The Publisher may only disclose any of these elements with the written and express authorization of the Representative or at the written and express request of an administrative or judicial authority.

22.2 This obligation of confidentiality shall apply for the duration of the agreement and for a period of three (3) years following the annulment, cancellation or termination of this agreement.

In the event of non-compliance with this Article, the Publisher shall automatically be required to pay a fixed amount of damages equal to five thousand (5,000) euros for the benefit of the Representative. In any event, the payment of such fixed damages shall not prevent the Representative from initiating an action for contractual liability against the Publisher.

22.3 The Publisher authorizes the Representative and the Advertising Agency to use any statistical information concerning them in any promotion and/or presentation of the Programme, of the Company, or of any product, service and/or programme developed by the Representative, the Advertising Agency, or in which the Representative or the Advertising Agency may have an interest, and in particular in any document, presentation, marketing medium, financial report and client list.

Article 23 - Applicable law

This agreement is governed by the law of Switzerland as far as both substance and form are concerned.

Article 24 - Jurisdiction

24.1 In the event of a dispute, the parties undertake to seek an amicable solution.

24.2 In the absence of an amicable solution, any dispute relating to the formation, execution or termination of this agreement will be expressly submitted to the jurisdiction of the Geneva commercial court in Switzerland, notwithstanding multiple defendants or guarantee proceedings.

The Geneva commercial court in Switzerland will also have express and exclusive jurisdiction in the case of urgent proceedings, interim proceedings or ex parte proceedings.