These Terms and Conditions are applicable to all Services* of the Promoter* provided to Feeliate*. By signing up and register as a Promoter to Feeliate*, the Promoter declares to agree with these Terms and Conditions and accept the applicability thereof.
Feeliate reserves the right to unilaterally change these Terms and Conditions. In such case Feeliate will notify the Promoter of the changes made. After notification of any changes by Feeliate, these amended Terms and Conditions form an integral part of the agreement between Feeliate and Promoter.
The applicability of any other Terms and Conditions is explicitly excluded.
*as defined below
In these Terms and Conditions, the following definitions shall have the following meaning:
|“Ads”||Any kind of commercially sponsored or related content, related to Advertiser and/or a specific Campaign, such as (but not limited to) email content, banner ads, buttons, pop-ups, pop-unders, co-registrations, lead generations, widgets and hypertext or other links.|
|“Advertiser”||A legal person or natural person acting in the course of a profession or a business, that wishes to engage Feeliate to provide the Services via its network of Promoters.|
|“Artificial Traffic”||Invalid Conversions, which may originate (for example without limitation) from automatic openings, spiders, robots, requests in email or chat rooms, script generators, placing links on websites other than those informed and clicks which are not generated by a browser or clicks which are not preceded by an active act of a true visitor who wants to reach a specific website.|
|“Campaign”||An advertisement campaign of an Advertiser.|
|“Commission”||The commission fee per Conversion minus Artificial Traffic to be paid by Feeliate to the Promoter.|
|“Conversion”||An action upon which the commercial deal is based, for example, if the commercial deal is: CPM (Cost Per Mille), CPA (Cost Per Action), CPC (Cost Per Click), CPL (Cost Per Lead), CPD (Cost Per Download), CPPU (Cost Per Paying User), CPAU (Cost Per Active User), CPI (Cost Per Install), then conversion is considered respectively: mille, action, click, lead, download, paying user, active user and install.|
|“Dashboard”||Promoter’s personal page containing all relevant data and statistics regarding the Services.|
|“Feeliate”||The limited liability company under Dutch law JUPITER MEDIA B.V.|
|“Insertion Order”||A description by the Advertiser, containing all the details related to a specific Campaign, such as additional terms of payment by the Advertiser to the Promoter.|
|“Landing Page”||The URL related to a Campaign and which embeds the Tracking Code.|
|“Promoter”||Any legal person or natural person acting in the course of trade (and including its agents, representatives, employees or any other person acting on its behalf) that signed up as a Promoter to the Synergy Network to provide (part of) the Services.|
|“Registration Form”||The online registration form on Feeliate’s website used by Promoters to sign up and register to the Synergy Network.|
|“Services”||The targeting services provided by the Promoter in order to generate and/or improve Conversion and collect data to optimize a Campaign by means of distributing the Ads within its medium.|
|“Synergy Network”||Feeliate’s affiliate network.|
|“Tracking Code”||Code provided by Feeliate to measure the Conversion.|
3. Registration, term and termination
Promoter can register to Feeliate by signing up using the Registration Form. After acceptance of the Promoter by Feeliate, the Promoter is registered. Feeliate reserves the right to deny any Promoter without being obligated to state the reasons of such denial.
Feeliate and Promoter can wholly or partially terminate the agreement by written notice and taking into account a notice period of five (5) days without incurring any liability towards to other party.
Notwithstanding the foregoing, Feeliate and Promoter are entitled to terminate the agreement by written notice, with immediate effect and without incurring any liability towards the other party, in the event the other party has been declared bankrupt, files for bankruptcy or requests a suspension of payments, ceases its business or is in the process of liquidation or in case continuation of the agreement can not reasonably be expected of the terminating party.
Feeliate can also terminate the agreement with immediate effect or suspend its obligations under the agreement, without incurring any liability, in the event of Promoter’s non-compliance with it’s obligations under the law and the agreement.
Upon termination of the Agreement in whole or a the relevant part thereof, the Promoter shall immediately cease the Service (or a specific Campaign), delete all links that relate to the relevant Campaign(s) and delete any confidential information of and/or provided by Feeliate, including all copies thereof. The Promoter shall furthermore immediately cease and delete any references to Feeliate. The Promoter shall not be entitled to receive any Commission on any Conversions made after the termination date, but it will not discharge the Promoter from its obligations under the surviving provisions of the Agreement
4. Performance of the Services
Immediately after an agreement between Feeliate and Promoter has come into effect, Promoter will start to perform the Services accordingly. The Promoter will be responsible for all actions under its account.
Within three (3) days after registration by Promoter, Promoter will have access to the Dashboard.
In order to perform the Services, Feeliate will provide the Landing Page to Promoter. Promoter will place this Landing Page on its medium(s). The Advertiser is solely responsible for placing and maintaining the Tracking Code on the proper Landing Page.
With respect to providing the Services, the Promoter represents and warrants:
Specific Campaigns may be modified, amended, changed or terminated by Feeliate for practical reasons at any time upon written notice to the Promoter. In the event that the Promoter does not accept the modifications, amendments and/or changes, the Promoter shall have the right to cease to perform the Service upon immediate notification to Feeliate, so that Feeliate can pause or terminate the Service.
Promoter is entitled to receive the Commission from Feeliate. The Promoter accepts that Feeliate will invoice the Commission to the Advertiser on behalf of the Promoter.
The Commission and payment term will be determined in the Insertion Order. In no case the payment term will exceed a period of 60 days.
The Promoter acknowledges and accepts that Feeliate’s data and statistics gathered (for example by Tracking Code) will comprise evidence for the calculation of the Commission, regardless of the Promoter’s right to provide evidence of the contrary.
In the event that the Promoter wishes to dispute the accuracy of an invoice, the Promoter must notify the dispute to Feeliate without delay upon receipt of the disputed invoice but in no event later than within fourteen (14) days of the date of said invoice. If no disputes are made by the Promoter regarding an invoice from Feeliate within fourteen (14) days of the date thereof, the invoice will be deemed accepted by the Promoter.
6. Intellectual Property Rights
Feeliate or its licensors own all rights, titles and interests in the intellectual property rights connected to Feeliate and Feeliate’s services.
The Advertiser or its licensor(s), own all rights, titles and interests in the intellectual property rights in and connected to (any content of) the Campaign and the Ads.
During the term of the agreement or applicable Campaign, Feeliate hereby grants the Promoter with a non-exclusive, non-transferable and non-sub licensable right to copy, disclose, transfer or otherwise use (the Content of) the Campaign and Ads and related intellectual property rights for the sole purpose of providing the Services. This right ends automatically with the termination of the agreement or the end of a specific Campaign.
Nothing in these Terms and Conditions or the agreement is intended to include the transfer of any intellectual property rights owned by Feeliate, Advertiser, or their respective licensors, to the Promoter.
7. Liability and indemnification
In no event will Feeliate or any of its subsidiaries, Advertisers, affiliates, partners, licensors or suppliers be liable for any direct, indirect, consequential, punitive, special or incidental damages resulting from, arising out of or in connection with the access, use of, or inability to access or use the Service, except to the extent that such damages arise directly and solely from wilful misconduct or gross negligence (“opzet of bewuste roekeloosheid”) on the part of Feeliate itself.
In no event will Feeliate be liable for defects in the Service or mediums of the Promoter, or for any damage caused by viruses or components of software and/or a medium. Additionally, Feeliate has no control over, and shall therefore not be liable for, the content and lawfulness of Campaigns and Ads, or the acts or omissions of any other third parties.
If and to the extent any exclusion or limitation of liability or disclaimer of warranty set out in this Clause 7 shall not be allowed under applicable law, such exclusion, limitation or disclaimer will not apply to the Promoter, but only to the extent it shall not be allowed. In such case, such exclusion, limitation or disclaimer shall be limited to the extent required by applicable law.
Except to the extent that liability cannot be limited under applicable law, any and all liability of Feeliate is limited to the amount paid out, if any, under its liability insurance coverage in the matter concerned. In the event and to the extent that no monies are paid out under its liability insurance for whatever reason, any and all liability of Feeliate shall be limited to a maximum amount of € 5,000 (five thousand Euros).
In any event, a claim on Feeliate shall lapse in case Feeliate did not receive written notice of such a claim no later than within twelve (12) months after the earlier of (i) termination date of the Agreement, (ii) the discovery by the Promoter of an event or circumstance that gives or may give rise to that claim or (iii) the moment that the Promoter could have reasonably discovered an event or circumstance that gives or may give rise to that claim.
The Promoter indemnifies and hold Feeliate, its subsidiaries, and each of their respective officers, directors, partners, members, managers, employees, agents and attorneys harmless from and against all third party claims that arise from or are in any way connected to the Services from the Promoter and the Promoter’s non-compliance with one or more of the warranties or representations, unless such claims directly result from wilful misconduct or gross negligence (“opzet of bewuste roekeloosheid”) by Feeliate itself. This indemnification includes any legal costs.
8. No partnership or employment agreement
This agreement shall not create or be deemed to create a partnership or relationship of employer and employee between Feeliate or Advertiser and the Promoter.
The Promoter represents and warrants to Feeliate that any information provided to Feeliate regarding it and its business shall be true, accurate and complete. The Promoter shall notify Feeliate without delay by email of any changes in its information.
If any provision of the agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the agreement.
The Promoter may not assign or pledge its rights or obligations under the agreement in whole or in part to any third party without the prior written consent of Feeliate.
10. Applicable Law
The legal relationship between Feeliate or Advertiser and the Promoter shall be solely exclusively by Dutch law.
Any disputes relating to or arising from the agreement between Feeliate and the Promoter and the Services of Promoter shall be exclusively decided upon by the competent court in Amsterdam.