Publisher Terms Of Service

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Publisher Terms Of Service

This Partner Program Operating Agreement (the “Agreement”) is made and entered into by and between PolarAds, a part of WakeNet AB (“PolarAds” or “we”), and the party submitting an application to become a PolarAds partner (“Partner”). The terms and conditions contained in this Agreement apply to Partner’s participation with manage.polarads.com (“Partner Program”). In connection with the Partner Program, Partner may see offers (each, an “Offer”) by PolarAds or a third party (each such third party a “Client”) that may link to a specific web site for that particular Offer (“Program Web Site”). Furthermore, each Offer may have additional terms that are incorporated as part of this Agreement. By submitting an application or participating in an Offer, Partner expressly consents to all the terms and conditions of this Agreement and the individual accepting this Agreement represents that he or she has the authority to bind the Partner to the terms of this Agreement.



Enrollment in the Partner Program

Partner must submit an Partner Program application from PolarAds’s website. Partner must provide accurate and complete information in Partner’s application. After PolarAds reviews Partner’s application, PolarAds will notify Partner of Partner’s acceptance or rejection to the Partner Program. PolarAds may accept or reject Partner’s application at PolarAds’s sole discretion for any reason.



Obligations of the Parties

Subject to PolarAds’s acceptance of Partner as an partner and Partner’s continued compliance with the terms and conditions of this Agreement, PolarAds agrees as follows:

  1. PolarAds will make available to Partner via the Partner Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the “Links”) which Partner may display on web sites owned or controlled by Partner, in emails sent by Partner and in online advertisements (collectively, “Media”). The Links will serve to identify Partner as a member of PolarAds’s Partner Program and will establish a link from Partner’s Media to the Program Web Site.

  2. PolarAds will pay Partner for each Qualified Action (the “Commission”). A “Qualified Action” means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person (as determined by PolarAds), (iii) is not using pre-populated fields, (iv) completes all of the information required for such action within the time period allowed by PolarAds, and (v) is not later determined by PolarAds to be fraudulent, incomplete, unqualified or a duplicate user.

  3. PolarAds will pay Partner any Commissions earned on a monthly basis, provided that the total Commissions PolarAds owes you is greater than $25. Accounts with a balance of less than $25 will roll over to the next month and will continue to roll over monthly until the $25 minimum is reached. PolarAds reserves the right to charge back to Partner’s account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.

  4. Payment for Commissions is dependent upon Clients providing such funds to PolarAds, and therefore, Partner agrees that PolarAds shall only be liable to Partner for Commissions to the extent that PolarAds has received such funds from the Clients.

  5. PolarAds shall automatically generate an invoice on behalf of Partner for all Commissions payable under this Agreement and shall remit payment to Partner based upon that invoice. All tracking of Links and determinations of Qualifed Actions and Commissions shall be made by PolarAds in its sole discretion. In the event that Partner disputes in good faith any portion of an invoice, Partner must submit that dispute to PolarAds in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Partner does not dispute the invoice as set forth herein, then Partner agrees that it irrevocably waives any claims or challenges based upon that invoice. In the event that Partner is also tracking Qualified Actions and Partner claims a discrepancy, Partner must provide PolarAds with Partner’s reports within three (3) days after 30th day of the calendar month, and if PolarAds’s and Partner’s reported statistics vary by more than 10% and PolarAds reasonably determines that Partner has used generally accepted industry methods to track Qualified Actions, then PolarAds and Partner agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then PolarAds’s numbers shall govern.

  6. If Partner has an outstanding balance due to PolarAds under this Agreement or any other agreement between the Partner and PolarAds, whether or not related to the Partner Program, Partner agrees that PolarAds may offset any such amounts due to PolarAds from amounts payable to Partner under this Agreement.

Partner also agrees that:

  1. It has sole responsibility for the development, operation, and maintenance of, and all content on or linked to, the Media.

  2. All materials posted on the Media or otherwise used in connection with the Partner Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party, and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that PolarAds informs Partner that it considers objectionable (collectively, “Objectionable Content”).

  3. It will not make any representations, warranties or other statements concerning PolarAds or Client or any of their respective products or services, except as expressly authorized herein.

  4. The Media does not copy or resemble the look and feel of the Program Web Site or create the impression that the Media is endorsed by PolarAds or Clients or a part of the Program Web Site, without prior written permission from PolarAds.

  5. It will comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to its business, its Media or its use of the Links.

  6. It will comply with the terms, conditions, guidelines and policies of any third-party services used by Partner in connection with the Partner Program, including but not limited to, email providers, social networking services and ad networks.

  7. It will always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Partner Program and the provision of such personally identifiable information to PolarAds and Clients for use as intended by PolarAds and Clients.

  8. It will always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by PolarAds or Client, or as required by applicable laws regarding such Offers.

  9. It will not place PolarAds ads on any online auction platform (i.e. eBay, Amazon, etc).

The following additional program-specific terms shall apply to any promotional programs set forth below:

  1. Email Campaigns. For all email campaigns, Partner must download the “Suppression List” from the Offers section of PolarAds. Partner shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. PolarAds will provide an opt-out method in all Links, however, if any opt-out requests come directly to Partner, Partner shall immediately forward them to PolarAds at [email protected] Partner’s emails containing the Links may not include any content other than the Links, except as required by applicable law.

    1. Partner agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Partner Program, possible legal action and any other rights or remedies available to PolarAds pursuant to this Agreement or otherwise. Partner further agrees that it will not mail or market to any suppression files generated through the PolarAds network, and that doing so may result in Commission withholdings, removal or suspension from the Partner Program, possible legal action and any other rights or remedies available to PolarAds pursuant to this Agreement or otherwise.

  2. Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or message or bulletin boards unless otherwise agreed by PolarAds in writing. Any pop-ups/unders used for the Partner Program shall be clearly identified as being served by Partner in the title bar of the window and any client-side ad serving software used by Partner shall only have been installed on an end-user’s computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted methods.

  3. Partner Network Campaigns. For all Partners that maintain their own partner networks, Partner agrees to place the Links in its partner network (the “Partner Network”) for access and use by those partners in the Partner Network (each a “Third Party Partner”). Partner agrees that it will expressly forbid any Third Party Partner to modify the Links in any way. Partner agrees to maintain its Partner Network according to the highest industry standards. Partner shall not permit any party to be a Third Party Partner whose web site or business model involves content containing Objectionable Content. All Third Party Partners must be in good standing with Partner. Partner must require and confirm that all Third Party Partners affirmatively accept, through verifiable means, the terms of this Agreement prior to obtaining access to the Links. Partner shall promptly terminate any Third Party Partner who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Partner with respect to the Links, Partner shall promptly disclose to PolarAds the identity and contact information for such Third Party Partner. Partner shall promptly remove any Third Party Partner from the Partner Program and terminate their access to future Offers of PolarAds in the Partner Network upon written notice from PolarAds. Partner shall remain liable for all acts or omissions of any Third Party Partner.

Confidentiality

For purposes of the Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of the Agreement by one party (“Disclosing Party”) to the other party (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:

  1. a party’s business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format;

  2. the material terms of the Agreement; and

  3. any information marked or designated by the Disclosing Party as confidential.

The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers:

  1. who need to know such information in order for the Receiving Party to perform its obligations hereunder; and

  2. who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.

Confidential information shall not include any information that the Receiving Party can verify with substantial proof that:

  1. is generally available to or known to the public through no wrongful act of the receiving party;

  2. was independently developed by the Receiving Party without the use of Confidential Information; or

  3. was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party.

The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to injunctive relief, without the requirement to post bond.

Limited License & Intellectual Property

Partner may not alter, modify, manipulate or create derivative works of the Links or any PolarAds graphics, creative, copy or other materials owned by, or licensed to, PolarAds in any way. Partner is only entitled to use the Links to the extent that Partner is a member in good standing of the Partner Program. PolarAds may revoke Partner’s license any time by giving Partner written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant Partner any rights to any of PolarAds’s trademarks, service marks, copyrights, patents or trade secrets. Partner agrees that PolarAds may use any suggestion, comment or recommendation Partner chooses to provide to PolarAds without compensation for any purpose. All rights not expressly granted in this Agreement are reserved by PolarAds.

Termination

This Agreement shall commence on the date of PolarAds’s approval of Partner’s Partner Program application and shall continue thereafter until terminated as provided herein. Partner may terminate Partner’s participation in the Partner Program at any time by removing all Links from Partner’s Media and deleting all copies of the Links. PolarAds may terminate Partner’s participation in one or more Offers or this Agreement at any time and for any reason which PolarAds deem appropriate with or without prior notice to Partner by disabling the Links or providing Partner with a written notice. Upon termination of Partner’s participation in one or more Offers or this Agreement for any reason, Partner will immediately cease all use of and delete all Links, plus all PolarAds or Client intellectual property, and will cease representing yourself as a PolarAds or Client partner for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

Suspension

In addition to any other rights and remedies available to PolarAds under this Agreement PolarAds reserves the right to delete any actions submitted through Partner’s Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to Partner’s account if (i) PolarAds determines that Partner has violated this Agreement, (ii) PolarAds receives any complaints about Partner’s participation in the Partner Program which PolarAds reasonably believes is in violation this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Partner Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, PolarAds reserves the right to disclose Partner’s identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Partner’s actions. Such suspension will be in addition to PolarAds’s available rights and remedies.

Anti-Spam Policy

Partner must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in connection with the Partner Program must include the appropriate party’s opt-out link. From time to time, PolarAds may request – prior to Partner’s sending emails containing linking or referencing the Partner Program that Partner submit the final version of Partner’s email to PolarAds for approval by sending it to Partner’s PolarAds representative and upon receiving written approval from PolarAds of Partner’s email the email may be transmitted to third parties.

It is solely Partner’s obligation to ensure that the email complies with the Act. Partner agrees not to rely upon PolarAds’s approval of Partner’s email for compliance with the Act or assert any claim that Partner are in compliance with the Act based upon PolarAds’s approval.

Fraud

Partner is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other partners or falsify information in connection with referrals through the Links or the generation of Commissions or exceed Partner’s permitted access to the Partner Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. PolarAds shall make all determinations about fraudulent activity in its sole discretion.

Representations and Warranties

The parties agree to the terms in the General Data Protection Regulation Data Processing Addendum, which is incorporated into this Agreement.

Partner represents and warrants that:

  1. it has the power and authority to enter into and perform its obligations under the Agreement;

  2. at all times, the Media and Partner itself will comply with all applicable foreign, federal, state or local laws, rules, regulations and ordinances including, without limitation, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, CAN-SPAM, the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the Federal Communications Act, and all rules and regulations promulgated under any of the foregoing, as well as all applicable state laws including, without limitation, the California Financial Privacy Act and the Vermont Consumer Protection Act, and all rules and regulations promulgated under such state laws (collectively, “Laws”);

  3. it owns and/or has any and all rights in the Media as contemplated by the Agreement;

  4. at all times, the Media and Partner itself will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right;

  5. Partner has a reasonable basis for any and all claims made within the Media and possesses appropriate documentation to substantiate such claims;

  6. Partner shall fulfill all commitments made in the Media;

  7. no Media is targeted to end-users under the age of eighteen (18);

  8. prior to loading any computer program onto an individual’s computer including, without limitation, programs commonly referred to as adware and/or spyware, and cookies, Partner shall provide clear and conspicuous notice to, and shall obtain the express consent of, such individual to install such computer program and/or cookies;

  9. the Media does not and will not:

    1. contain any misrepresentations or content that is defamatory;

    2. contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive;

    3. promote or support gambling or sweepstakes or contests; or

    4. contain any “worm,” “virus” or other device that could impair or injure any person or entity;

  10. Partner is not, nor is Partner acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”); and

  11. Partner is not, nor is Partner acting on behalf of any person or entity that is, a Specially Designated National (“SDN”), as OFAC may so designate from time to time.

Modifications

In addition to any notice permitted to be given under this Agreement, PolarAds may modify any of the terms and conditions of this Agreement at any time by providing Partner with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to Partner, Partner may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Partner’s continued participation in this Partner Program ten (10) business days after a change notice has been posted will constitute Partner’s acceptance of such change.

In addition, PolarAds may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Partner agrees to promptly implement any request from PolarAds to remove, alter or modify any Link, graphic or banner ad that is being used by Partner as part of the Partner Program.

Independent Investigation

Partner acknowledges that it has read this Agreement and agrees to all its terms and conditions. Partner has independently evaluated the desirability of participating in the Partner Program and each Offer and is not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Partner Program.

Indemnification

Partner shall irrevocably defend, indemnify and hold PolarAds and Clients and each of their respective employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys’ fees, costs and expenses) arising out of or related to any allegation, claim or cause of action, involving:

  1. Partner’s breach of the Agreement;

  2. the Media; and/or

  3. any claim that PolarAds is obligated to pay any taxes in connection with Partner’s participation hereunder.

Disclaimers

THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, POLARADS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. POLARADS DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. POLARADS EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. POLARADS DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

Limitation of Liability

IN NO EVENT SHALL POLARADS BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF POLARADS. IN NO EVENT WILL POLARADS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT POLARADS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. POLARADS’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY POLARADS IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

Force Majeure

Other than with respect to payment obligations arising hereunder, neither party will be liable, or be considered to be in breach of this Agreement, on account of such party’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or Partner Network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.

Governing Law & Miscellaneous

  1. Assignment. Partner may not assign, transfer or delegate any of its rights or obligations under the Agreement without the prior written consent of PolarAds, and any attempts to do so shall be null and void; provided, however, that either party may assign the Agreement or any portion hereof/thereof, to:

    1. an acquirer of all or substantially all of such party’s equity, business or assets;

    2. a successor in interest whether by merger, reorganization or otherwise; or

    3. any entity controlling or under common control with such party.

  2. Choice of Law/Venue. The Agreement shall be construed in accordance with and governed by the laws of Sweden. In the event that any suit, action or other legal proceeding shall be instituted against either party in connection with the Agreement, each hereby submits to a court of competent jurisdiction located in Sweden, and further agrees to comply with all the requirements necessary to give such court jurisdiction.

  3. Non-Waiver/Severability. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of the Agreement will remain in full force and effect.

  4. Relationship of the Parties. The parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the parties. Neither party has the authority to bind the other, or incur any obligation on its behalf.

By submitting and application to Partner Program, Partner affirms and acknowledges that Partner has read this Agreement in its entirety and agrees to be bound by all of its terms and conditions. If Partner does not wish to be bound by this Agreement, Partner should not submit an application to Partner Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.

GDPR Data Processing Addendum

This General Data Protection Regulation Data Processing Addendum (“GDPR Addendum”) is incorporated by reference into the Partner Program Operating Agreement by and between You (“Partner”), and Us (“Network” or Processor”), (collectively, the “Agreement”). This GDPR Addendum is entered into as of the date of the Partner Program Operating Agreement.

This GDPR Addendum sets out the terms that apply when Personal Data, as defined in the Data Protection Legislation, is processed by Network under the Agreement. The purpose of the GDPR Addendum is to ensure such processing is conducted in accordance with applicable laws, including EU Data Protection Legislation, and with due respect for the rights and freedoms of individuals whose Personal Data are processed.

DEFINITIONS

Capitalized terms used but not defined in this GDPR Addendum have the same meanings as set out in the Agreement.

Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

Applicability

Applicability. This GDPR Addendum shall only apply to the extent Partner is established within the European Union (“EU”) or Switzerland or the United Kingdom and/or to the extent Network processes Personal Data of Data Subjects located in the EU or Switzerland or the United Kingdom on behalf of Partner.

Data Protection

Both parties will comply with all applicable requirements of the Data Protection Legislation. This Section 1 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

The parties acknowledge that for the purposes of the Data Protection Legislation, the Partner is the data controller and Network is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

Without prejudice to the generality of clause 1.1, the Partner, as Controller, shall be responsible for ensuring that, in connection with Partner Personal Data and the Services, (i) it has complied, and will continue to comply, with all applicable laws relating to privacy and data protection, including EU Data Protection Legislation; and (ii) it has, and will continue to have, the right to transfer, or provide access to, the Personal Data to Network for processing in accordance with the terms of the Agreement and this GDPR Addendum.

Without prejudice to the generality of clause 1.1, Network shall, in relation to any Personal Data processed in connection with the performance by Network of its obligations under this agreement:

  1. process that Personal Data only for the purposes set forth in the Agreement and Schedule 1 and only in accordance with the lawful, documented instructions of Partner, except where otherwise required by applicable law. Any processing required outside of the scope of these instructions (inclusive of the rights and obligations set forth under the Agreement) will require prior written agreement of the parties. Where Network is relying on laws of a member of the EU or EU law as the basis for processing Personal Data, Network shall promptly notify the Partner of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Network from so notifying the Partner;

  2. ensure that it has in place appropriate technical and organizational measures, available for review and approval by the Partner, to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it);

  3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and Network complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;

  4. assist the Partner, at the Partner’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators. For the avoidance of doubt, Partner is responsible for responding to Data Subject request for access, correction, restriction, objection, erasure or data portability of that Data Subject’s Personal Data;

  5. notify the Partner without undue delay on becoming aware of a Personal Data breach;

  6. upon termination or expiration of the Agreement, in accordance with the terms of the Agreement and within a reasonable amount of time, delete or make available to Partner for retrieval all relevant Personal Data in Network’s possession; except to the extent that Network is required by any applicable law to retain some or all of such data. Network shall extend the protections of the Agreement and this GDPR Addendum to any such Personal Data and limit any further processing of such Personal Data to only those limited purposes that require the retention; and

  7. maintain complete and accurate records and information to demonstrate its compliance with this Section 2.4.

The Partner consents to Network appointing third-party processors of Personal Data under this agreement, including TUNE (“Sub-processors”). Network confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially similar to those set out in this Agreement. As between the Partner and Network, Network shall remain fully liable for all acts or omissions of any Sub-processor appointed by it pursuant to this Section 2.5.

Network may, at any time on not less than 30 days’ notice with email sufficing, add or make changes to the Sub-processors. Partner may object in writing to Network’s appointment of a new Sub-processor within five (5) business days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties will discuss such concerns in good faith with a view to achieving resolution. If Network cannot provide an alternative Sub-processor, or the parties are not otherwise able to achieve resolution as provided in the preceding sentence, Partner, as its sole and exclusive remedy, may terminate the Agreement.

Miscellaneous

Except as stated in this GDPR Addendum, the Agreement will remain in full force and effect. If there is a conflict between the Agreement and this GDPR Addendum, the terms of this GDPR Addendum will control.

Any claims brought under this GDPR Addendum shall be subject to the terms and conditions, including by not limited to, the exclusion and limitations set forth in the Agreement.

Schedule 1 Processing, Personal Data and Data Subjects

Details of Data Processing

  1. Subject Matter: The subject matter of the data processing under this GDPR Addendum is the Partner Personal Data.

  2. Duration: As between Network and Partner, the duration of the data processing under this GDPR Addendum is until the termination of the Agreement in accordance with its terms.

  3. Purpose: The purpose of the data processing under this GDPR Addendum is the provision of the Services to the Partner and the performance of Network’s obligations under the Agreement (including this GDPR Addendum) or as otherwise agreed by the parties in mutually executed written form.

  4. Nature of the processing: Network provides performance marketing solutions and such other Services as described in the Agreement, which process Partner Personal Data upon the instruction of the Partner in accordance with the terms of the Agreement.

  5. Categories of data subjects: Partner may submit Partner Personal Data to the Services, the extent of which is determined and controlled by Partner in its sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects:

    1. Employees, agents, advisors, freelancers of Partner (who are natural persons); and/or

    2. Partner’s end-users authorized by Partner to use the Services.

  6. Types of Personal Data: Partner may submit Partner Personal Data to the Services, the extent of which is determined and controlled by Partner in its sole discretion, and which may include, but is not limited to identification and contact data; financial information; and/or certain information about Partner’s end users (such as IP address and device identifier).

  7. Sensitive Personal Data (if applicable): Partner shall not send Network any Sensitive Personal Data (as defined in the Data Protection Legislation).

Privacy Policy

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Our Privacy Policy

Thank you for visiting the PolarAds affiliate network website located at reports.polarads.com (the “Site”). PolarAds (“we”, “us”) is committed to protecting the privacy your personally identifiable information. We provide this privacy policy (“Privacy Policy”) in order to explain our online information practices and the choices you can make about the way your information is used by us. You must agree to this Privacy Policy, in its entirety, including our use of cookies in order to: register an account (“Account”) with the PolarAds affiliate network (“Affiliate Network”) and log-into your Account as member of the Affiliate Network. Your acceptance of both this Privacy Policy and our use of cookies on the Site shall be deemed a blanket acceptance of such Privacy Policy and cookie usage for all future attempts to log-in and access your Account. If you do not agree to this Privacy Policy in its entirety, you are not authorized to register for an Account on the Affiliate Network.

Privacy Policies Used in Connection with Your Subscription. When you register for an Account on the Affiliate Network, we use a password-protected third party portal to store your personal information, and we may share your personal information with such third party (“Third Party Agent”) as is necessary for the performance of your Account and the Affiliate Network.

Personally Identifiable Information. We collect personally identifiable information when you register for an Account or otherwise choose to provide personally identifiable information to us. Personally identifiable information is any information that can be used to identify or locate a particular person or entity. This may include, but is not limited to: business entity name and/or your title with the applicable business entity, as well as your personal and/or business entity related e-mail address, mailing address, daytime and/or cellular telephone numbers, fax number, account information (or other information that we require in order to pay any amounts due to you under the Affiliate Network) and/or any other information requested on the applicable Subscriber registration form. For purposes of this Privacy Policy, your account information shall be considered “Sensitive Information.”

Non-Personally Identifiable Information. We may collect certain non-personally identifiable information about you when you visit certain pages of this Site and/or register for an Account on the Affiliate Network, such as the type of browser you are using (e.g., Netscape, Internet Explorer), the type of operating system you are using, (e.g., Windows ’98 or Mac OS) and the domain name of your Internet service provider (e.g., America Online, Earthlink), and share such information with our Third Party Agent. We use the non-personally identifiable information that we collect to improve the design and content of the Site and to enable us to personalize your Internet experience. We also may use this information in the aggregate to analyze Site usage.

Cookies and Web Beacons. To enhance your experience with the Site, we use “cookies.” You cannot register to the Subscription or log-in to the Affiliate Network without agreeing to accept the cookies that we use with the Site. For more specific information on the cookies we use, please see Exhibit A, below. Cookies are small packets of data stored on your computer. Cookies are used by your computer’s browser to store your preferences. Cookies, by themselves, do not tell us your e-mail address or other personally identifiable information. We use cookies to understand Site usage and to improve the content and offerings on the Site. You may set your browser to warn you that cookies are in use, or to block the use of cookies. Most browsers are set to accept cookies. If your browser is not set to accept cookies, certain uses of the Site may require you to go to your browser user preferences to enable cookies. Each browser is different, so check the “Help” menu of your browser to learn how to change your cookie preferences. If you change computers, operating systems or browsers, or use multiple computers or browsers, you will need to repeat this process for each computer and each browser. To find out more about cookies, please visit www.cookiecentral.com
We may additionally collect information using Web beacons, which are commonly referred to in the industry as web bugs, pixel tags or Clear GIFs. Web beacons are electronic images that may be used on the Site, in your Account, or in our emails to deliver cookies, count visits and determine if an email has been opened and acted upon.

End User Information. We do not collect personally identifiable information about your end users. However, we do use cookies to track anonymous traffic data about your end users. When end users who visit member affiliate sites click on the advertisement(s) they have chosen to display through their Accounts on the Affiliate Network, we will utilize cookies and/or web beacons to track such end users activities at our merchant site(s). In certain circumstances, we may use cookie-less tracking methods to track such end users.

Use of Information. We use your personally identifiable information: (a) to send you information regarding your Account and the Affiliate Network; (b) to track your compliance with the Terms and Conditions (“Terms and Conditions”); and/or (c) for validation, suppression, content improvement and feedback purposes. You agree that we, or our Third Party Agent, may contact you at any time with updates and/or any other information that we may deem appropriate for you to receive in connection with your Account on the Affiliate Network.

Information Sharing. As a general rule, and other than in connection with the limited exceptions set forth below, we will not sell, share or rent your personally identifiable information to or with others. Notwithstanding the foregoing, we may, from time to time, provide such information to certain third-party administrative vendors for efficiency purposes in providing administrative or program management services in connection with your Account. Any third-party vendor so used has agreed to protect the confidentiality of information provided by us.
Further, we reserve the right to share your personally identifiable information: (a) where required by law, or requested by a court of competent jurisdiction; (b) in the event of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock; (c) where you are in violation of this Privacy Policy, the Terms and Conditions and/or Services Agreement; (d) in the case of a dispute; or (e) where we determine, in our sole discretion, that such disclosure is necessary to protect our rights and/or a third party, or necessary to protect us from liability of any kind. The aforementioned includes exchanging information with other companies and organizations for fraud protection.

International Transfer of Data. As part of your membership in the Affiliate Network, we may transfer information that we collect about you and your end users, including personal information, to affiliated entities, or to other third parties across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you or your end users are located in the European Union or other regions with laws governing data collection and use that may differ from U.S. law, please note that you are transferring information and permitting the transfer of information, including personal information, to a country and jurisdiction that does not have the same data protection laws as your jurisdiction. You consent to the transfer of your information to the United States and the use and disclosure of information about you and your end users, including personal information, as described in this Privacy Policy.

Data Retention. Subject to any mandatory obligations to delete data, your information may be retained by us and in our Third Party Agent portal, server logs, databases and records indefinitely.

Third Party Links. The Site may contain links to third-party websites (“Third Party Websites”). Please be aware that we are not responsible for the privacy practices of Third Party Websites. We encourage you to be aware when you leave the Site and to read the privacy policies of each and every website that collects personally identifiable information. This Privacy Policy applies solely to information collected by the Site.

Your Employees. Your acceptance of the terms of this Privacy Policy, in their entirety, shall extend to your employees, if any. You agree that any of your employees that access your Account, or visit the Site under the scope of their employment with you agree to the terms of this Privacy Policy.

Minors. We encourage parents and guardians to spend time online with their children and to participate and monitor the interactive activities of their children. We will never knowingly collect any personal information about individuals under eighteen (18) years of age. If we obtain actual knowledge that it we have collected personal information about an individual under eighteen (18) years of age, that information will be immediately deleted from its database.

Security. We endeavor to safeguard and protect our Account holders’ information. When Account holders submit personally identifiable information to the Affiliate Network, their personally identifiable information is protected both online and offline. When our registration process asks registrants to submit Sensitive Information (such as bank account information and/or credit card information), and when we transmit such Sensitive Information, that Sensitive Information is encrypted and protected with SSL encryption software. While we use SSL encryption to protect Sensitive Information online, we protect all other user information online and offline. The Third Party Agent servers that we utilize to store personally identifiable information in are kept in a secure physical environment. The Third Party Agent has security measures in place to protect the loss, misuse and alteration of personally identifiable information stored on its servers.
Please be advised that, although we take every reasonable precaution available to protect your data, no data transmission over the Internet can be guaranteed to be 100% secure. Therefore, we cannot warrant that your information will be absolutely secure. Any transmission of data at or through our Site is at your own risk. However, access to your personally identifiable information is strictly limited, and not accessible to the public. Only employees, and third party agents, that need the information to perform a specific job are granted access to personally identifiable information. Our employees are dedicated to ensuring the security and privacy of all user information. Employees not adhering to our written firm policies are subject to disciplinary action. In compliance with applicable federal and state laws, we shall notify you and any applicable regulatory agencies in the event that we learn of an information security breach with respect to your personally identifiable information. You will be notified via e-mail in the event of such a breach. Please be advised that notice may be delayed in order to address the needs of law enforcement, determine the scope of network damage, and to engage in remedial measures.
You acknowledge that you provide your personally identifiable information to us with knowledgeable consent and at your own risk.

Deleting and Updating Your Information. If you would like to delete or update the personally identifiable information that we have collected from you, simply email us at: reports.polarads.com.
We will process your request, where possible and subject to the terms and conditions contained herein, within a reasonable period of time after receipt. To protect your privacy and security, we will take reasonable steps to help verify your identity before granting access or making corrections.

Opting Out of Receiving E-mail. You may at any time choose to stop receiving emails containing general information regarding PolarAds by following the instructions at the end of each such email or by contacting us at reports.polarads.com. Should you be contacted by our Third Party Agent through email, you can follow the instructions at the end of each such email to stop receiving such emails. There may be a short delay of up to several business days while your request is being verified, deployed and processed across our servers. Notwithstanding the foregoing, we may continue to contact you for the purpose of communicating information relating to your Account, as well as to respond to any inquiry or request made by you.

Notification of Changes. We reserve the right to change or update this Privacy Policy at any time by posting a clear and conspicuous notice on the Site explaining that we are changing our Privacy Policy. All Privacy Policy changes will take effect immediately upon their posting on the Site. Please check the Site periodically for any changes. Your continued use of the Site and/or acceptance of our e-mail communications following the posting of changes to this Privacy Policy will constitute your acceptance of any and all changes.

Contact Us. If you have any questions regarding this Privacy Policy, or would like more information on our privacy practices, please contact us at: https://polarads.com/contact/



Exhibit A

More about cookies on reports.polarads.com
Using reports.polarads.com requires the use of cookies. If you have do not want to accept the cookies for reports.polarads.com or from any of our third parties, you won’t be able to use our service.

We use a cookie to remember your cookie preferences this has a couple of consequences:

If you delete all your cookies you will have to update your preferences with us again.
If you use a different device, computer profile or browser you will have to tell us your preferences again.
The cookies used on reports.polarads.com are based on the International Chamber of Commerce guide for cookie categories:

Strictly necessary
Performance
Functionality
For more information about cookies see the Further Reading link below.

Strictly Necessary
‘Strictly Necessary’ cookies let you move around the website and login to your secure account. These cookies don’t gather any information about you that could be used for marketing or remembering where you’ve been on the internet.

We use these Strictly Necessary cookies to…
Identify you as being logged in to reports.polarads.com
Remember things like information you’ve entered on forms when you navigate to different pages in a single web browser session
Help you use specific features like testing tracking links
Make sure you connect to the right service on our website when we make any changes to the way the website works
‘Strictly Necessary’ cookies will NOT be used to…
Gather information that could be used to advertise products or services to you
Remember your preferences or username beyond your current visit
Accepting these cookies is a condition of using the website, so if you prevent these cookies we can’t guarantee your security or predict how our website will perform during your visit.

Here is a list of the cookies we have defined as ‘strictly necessary’.
reports.polarads.com cookies:

PHPSESSID
Cookies provided by 3rd parties:

PolarAds does not currently employ any strictly necessary cookies by third parties


Performance
‘Performance’ cookies collect information about how you use our website e.g. which pages you visit, and if you experience any errors. These cookies don’t collect any information that could identify you – all the information collected is anonymous and is only used to help us improve how our website works, understand what interests our users and measure how effective our advertising is.

We use performance cookies to…
Provide statistics on how our website is used
See how effective our adverts are (we don’t use this information to target adverts to you when you visit other websites
Provide feedback to partners that one of our visitors also visited their website. This can include details of any products bought. This lets our partners improve their website, but we don’t allow our partners to reuse this information for further advertising
Help us improve the website by measuring any errors that occur
Test different designs of our website
Cookies we have defined as ‘Performance’ cookies will NOT be used to…
Remember your preferences or username beyond your current visit
In some cases, some of these cookies are managed for us by third parties, but we don’t allow the third party to use the cookies for any purpose other than those listed above.

Using our site indicates that you accept the use of ‘Performance’ cookies.

Accepting these cookies is a condition of using the website, so if you prevent them we cannot guarantee how our site will perform for you.


Functionality
‘Functionality’ cookies are used to provide services or to remember settings to improve your visit.

We use ‘Functionality’ cookies to…
Remember settings you’ve applied such as layout, text size, preferences and colours
Remember if we’ve already asked you if you want to fill in a survey
Provide proactive live chat sessions to offer you support or submit a trouble ticket
Show you when you’re logged in to the website
Share information with partners to provide a service on our website. The information shared is only to be used to provide the service, product or function and not for any other purpose
Cookies defined as ‘Functionality’ will not be used to…
Target you with adverts on other websites
Some of these cookies are managed for us by third parties – where this is the case we don’t allow the third party to use the cookies for any purpose other than those listed above.

You can control whether or not these cookies are used, but preventing them may mean we can’t offer you some services, and will reduce the support we can offer you. It’s also possible that preventing these cookie stops us remembering that you didn’t want a specific service.

Further Reading
Useful information about cookies can be found at:
All about cookies : http://www.allaboutcookies.org
Internet Advertising Bureau – A guide to behavioral advertising and online privacy has been produced by the internet advertising industry which can be found at: http://www.youronlinechoices.eu
International Chamber of Commerce United Kingdom – Information on the icc (uk) uk cookie guide can be found on the icc website section: http://www.international-chamber.co.uk/our-expertise/digitaleconomy

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