he following terms and conditions (“Terms and Conditions”) shall apply to any of the Services (as defined below) to be provided by an Affiliate (as defined below) to Advidi (as further detailed below).
By signing up, registering or otherwise enrolling as an ‘affiliate’ on Advidi’s affiliate network, the Affiliate declares to agree with and accept the applicability of these Terms and Conditions.
The registration form and sign up information of Affiliate, together with these Terms and Conditions and the Code of Conduct (as defined below), collectively form the agreement between the Affiliate and Advidi (the “Agreement”). Any changes or additions to these Terms and Conditions shall only be valid once agreed upon with Advidi and confirmed in writing.
The applicability of any other terms and conditions, including any terms or conditions which are implied by trade, custom, practice or course of dealing or which the Affiliate may purport to apply or which are endorsed upon any correspondence or documents issued by the Affiliate irrespective of their date of communication to Advidi, are explicitly excluded.
In these Terms and Conditions, the following definitions shall have the following meaning:
“Ads”: email content, banner ads, buttons, pop-ups, pop-unders, co-registrations, lead generations, hypertext or other links, widgets, works of authorship, jumbo promos, content scripts, add tags, silver bullets, site skins, promotional and other advertising material and any kind of commercially sponsored or related content, related to Advertiser and/or a specific Campaign.
“Advertiser”: a legal person or natural person acting in the course of a profession or a business, that wishes to engage Advidi to provide the Services via its network of Affiliates.
“Advidi”: Bang! Media Group B.V., a company with limited liability incorporated under the laws of the Netherlands, acting under the trade name Advidi, having its registered place of business at Watertorenplein 8 (1051 PA) Amsterdam, the Netherlands and registered under number 34368707 at the trade register of the Dutch Chamber of Commerce.
“Advidi Statistics”: interpretation of collected data related to the Conversion, at the sole discretion of Advidi, on the basis of affiliate tracking software tools.
”Affiliate”: 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, registered or enrolled on Advidi’s affiliate network to provide (part of) the Services.
“Affiliate Account”: the online account provided by Advidi to the Affiliate.
“Artificial Traffic”: a collective term, also known as fraudulent traffic, for 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 accessible via a specific Landing Page.
“Code of Conduct”: the general compliance rules for Affiliate in connection with the performance of the Service(s), accessible via Advidi’s website (Code of Conduct).
“Commission”: the commission fee per Conversion minus Artificial Traffic to be paid by Jersey Toms Store to Affiliate, as further detailed in Clause 4.
“Confidential Information”: all non-public information disclosed (whether in writing, orally, electronically or otherwise) by Advidi to Affiliate before and during the Agreement and that is marked or otherwise designated as ‘confidential’ or ‘secret’, or by its nature should be considered confidential at the time of disclosure, thereby including, without limitation: processes, methods, formulae, technical information, information in tangible or intangible form relating to and including released or unreleased software, marketing or promotional activities, business policies or practices, business relations and pricing/financial information.
“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.
“Effective Date”: the date of acceptance of the Jerseys Yoms Store.
“Intellectual Property Rights”: all intangible, intellectual, proprietary and industrial property rights, worldwide, whether registered or unregistered, including, but not limited to: (a) all trademarks, service marks, trade names and logos; (b) all copyrights, moral rights, and other rights in works of authorship, including images and content, and including copyrights in software (source code); (c) all database rights, (d) all patents or utility models; (e) all designs and drawings; and (e) all other rights in or connected to (technical) know how or trade secrets.
“Landing Page”: the URL related to a Campaign and which embeds a tracking code provided byJersey Toms Store to measure the Conversion.
“Service(s)”: the targeting services provided by the Affiliate in order to generate and/or improve Conversion and collect data to optimize a Campaign by means of (without limitation) distributing within its Medium the Ads.