1.           DEFINITIONS

1.1.         Party – the Partner or SmartAD

1.2.         Parties – the Partner and SmartAD together

1.3.         Terms & Conditions (hereinafter T&C) – a written agreement to be made between the Partner and SmartAD for specifying the substance of the Cooperation.

1.4.         Cooperation – cooperation between the Partner and SmartAD in the course of which the Partner grants SmartAD the right to display advertising Banners to Website Visitors and SmartAD assumes the obligation to prudently represent the Partner in negotiations with the Client.

1.5.         Client – a person interested in displaying a advertising Banner on the Website.

1.6.        Visitor – a person visiting a website.

1.7.         Website – a set of Webpages registered in the name of the Partner or managed by him/her.

1.8.         Webpage – a website HTML document registered in the name of the Partner or managed by him/her.

1.9.        Connection – technical capacity created for the Partner’s Website using a IT code issued by SmartAD, which allows SmartAD to display a Banner to a Visitor.

1.10.      Campaign – information dissemination activities planned with a specific goal.

1.11.       Campaign Site – the website where the Visitor is directed after clicking on the Banner.

1.12.      Banner – a message displayed to Visitors in the form of text, graphical image, multimedia and/or sound.

1.13.      Impression – displaying of a Banner to Visitors.

1.14.      Click – a non-automated and voluntary click by a Visitor on the Banner.

1.15.      Lead – the actions performed by a Visitor on the Campaign Site following the Click.

1.16.      Fee – an amount of money per Impression/Click/Lead paid by SmartAD to the Partner for carrying out a Campaign on the Website.

1.17.      Revenue – a number of Impressions and/or Clicks and/or Leads made on the Website during a Campaign multiplied with the Fee.

2.            PURPOSE OF THE GENERAL TERMS AND CONDITIONS

2.1.         The aim of the T&C is to define the substance of the Cooperation and to regulate legal relations between the Partner and SmartAD, which form the basis and arise in connection with cooperation relationships established between the Partner and SmartAD.

2.2.         The object of the T&C is the displaying of Banners to a Visitor on the Website via SmartAD’s system in accordance with the terms of the campaign.

2.3.         The Parties shall act pursuant to the T&C and valid legislation.

2.4.         Cooperation shall enter into force as of the expression of consent by the Partner to the General Terms and Conditions set out atwww.smartad.eu.

3.            STATEMENTS OF PARTIES

3.1.         The representative of the Partner warrants and represents that:

3.1.1.      the Website is registered in the name of the Partner or the Partner has the right to represent it;

3.1.2.      the Partner has the means, abilities and rights necessary for pursuing the Cooperation as specified in the T&C;

3.1.3.      the data given by the Partner for commencement of the Cooperation are correct.

3.2.         The representative of SmartAD warrants and represents that:

3.2.1.      on the Website SmartAD will not display to Visitors Banners that are contrary to the laws or good morals or that violate the rights of third parties.

4.            COOPERATION

4.1.         The Parties agree that the Partner will allow SmartAD to display Campaign Banners to Visitors on the Website. Unless the Parties agree otherwise, SmartAD shall always inform the Partner of the specific terms and conditions of the Campaign before the start of the Campaign.

4.2.         The Parties agree that SmartAD is entitled to collect information on the number of visits to the Website, visitors and displaying of Banners. Such information shall be saved in SmartAD’s information system. The Parties agree that SmartAD ensures the Partner’s access to information saved in the information system to the extent that allows the Partner to track information related to his/her Website. For that purpose, SmartAD also provides the Partner with a username and password of SmartAD’s information system.

5.            FEE AND REVENUE

5.1.        The Parties agree that the information about the Fee will presented in the SmartAD information system before the start of the Campaign and the Revenue will be calculated after carrying out the Campaign on the Website. SmartAD enables via its information system an access for the Partner about the summary of the Campaigns carried out on the Website and the Revenue earned via the Campaigns. The Parties agree that SmartAD will pay the Revenue to the Partner once the Partner’s Revenue or accumulated Revenue exceeds EUR 50 (fifty euros). The basis of the payment shall be the invoice compiled by the Partner and submitted to SmartAD. The Partner shall compile the invoice on the basis of information provided by SmartAD. The Partner shall send the invoice to SmartAD by the 4th day of the following month at the latest when the invoice was issued to e-mail specified in the SmartAD information system. If the Partner is a natural person, SmartAD will withhold from the Revenue any obligatory state taxes payable. The Partner has the right to issue the invoice within 1 year after the accumulated Revenue has exceeded EUR 50.  Invoices submitted on later stage will not be accepted.

5.2.        The deadline for payment of the invoice compiled by the Partner, as set out in clause 5.1. of the T&C, shall be 20 (twenty) days. SmartAD reserves a right to withold the payment if the end-client has not paid the invoice to SmartAD, but not more than 45 days.

5.3.         Upon a delay in due payment the Partner reserves the right to charge an interest on account of late payment from SmartAD. The rate of such interest shall be zero point zero and twenty-five percentage points (0.025 %) on the unpaid amount for each delayed day but no more than eight percentage points (8%) on an annual basis on the whole unpaid amount.

5.4.         The Parties agree that the Partner is not allowed neither to click on Banners nor use any automated means for this purpose. Similarly, the Partner is not allowed to involve third parties for the same purpose. Should SmartAD detect any such violations, it reserves the right to immediately terminate the Cooperation, without paying the Partner Revenue earned from Campaigns. In such an event SmartAD has the right to recover from the Partner the Revenue earned from Campaigns, which has already been paid by SmartAD to the Partner, to the extent in which the fraud has been identified. The Parties agree that in case of fraud, as mentioned in the present clause of the Agreement, the Partner shall compensate smartAD for all damages incurred, including any harm inflicted on the reputation of SmartAD in the eyes of third parties. Such responsibility derives from misconduct of the Partner, i.e. his/her actions or deliberate (in)activity that has resulted in damage.

5.5.         The Parties agree that the amounts of money earned from Campaigns shall not be disclosed to third parties.

6.            RIGHTS, DUTIES AND RESPONSIBILITIES OF THE PARTNER

6.1.         The Partner is responsible for the operation of the Website and has all rights and responsibilities for pursuing the Cooperation, as stated in the T&C.

6.2.         The Partner shall do everything possible to provide SmartAD with a stable service and also with the best possible operational reliability of the Website.

6.3.         The Partner shall notify SmartAD of any errors arising from renewal of the Website at least seven (7) calendar days in advance.

6.4.         The Partner shall fix errors on the Website as soon as possible after detecting the error.

6.5.         The Partner shall inform SmartAD of its desire to cooperate with companies providing a service similar to that of SmartAD (i.e. online advertising networks, digital agencies, other sales agents).

6.6.         The Partner reserves the right to monitor SmartAD to ensure that SmartAD does not violate any laws or the T&C upon pursuing the Cooperation and, among other things, does not display to Visitors any Banners that are contrary to laws or good morals, or violate the rights of third parties.

6.7.         The Partner reserves the right to issue prescriptions requiring SmartAD to stop any unlawful activity related to Cooperation.

6.8.         The Partner is not responsible for any damage resulting from:

–       Failures in communication lines, which are beyond the Partner’s control;

–       Electric blackouts occurring independently of the activity of the Partner.

6.9.         The Partner shall notify SmartAD of any changes in his/her contact information.

6.10.       If, as a result of unlawful activity of the Partner (including failure to perform duties undertaken in front of a third party), the claims of third parties have turned against SmartAD, the Partner shall compensate SmartAD for the damage arising thereof.

6.11.       The Partner has the right to use SmartAD’s name and logo on its Website by referring to the www.smartad.eu page and by mentioning SmartAD as its advertising sales partner.

7.            RIGHTS, DUTIES AND RESPONSIBILITIES OF SmartAD

7.1.         Upon pursuing the Cooperation, SmartAD has the right to, in accordance with the T&C, display Banners to Visitors on the Website.

7.2.         In the event of violation of the notification obligation set out in clause 6.5., SmartAD has the right to demand that cooperation between the Partner and a third party be suspended until the Parties reach an agreement on further cooperation.

7.3.         SmartAD and the Client are jointly liable for the content of the Banners displayed to Visitors.

7.4.         SmartAD shall notify the Partner of any problems arising from the Cooperation.

7.5.         SmartAD shall compensate for any damage caused to the Website by software or an application used by SmartAD. The basis for liability is SmartAD’s wrongful behaviour, i.e. SmartAD’s (in)activity resulting in the damage caused. SmartAD’s liability is limited to the Revenue earned for the Partner in the last 3 months.

7.6.         SmartAD shall ensure that its activity is in compliance with the will of the Partner, valid legal acts, and the T&C.

7.7.         SmartAD shall ensure the Partner’s access to information saved in its information system to the extent that enables the Partner to receive information related to his/her Website.

7.8.         SmartAD shall notify the Partner of any changes in its contact information.

7.9.         SmartAD is not responsible for any damage resulting from:

–       Failures of communication lines, which are beyond SmartAD’s control;

–       Electric blackouts occurring independently of the activity of SmartAD.

7.10.       SmartAD has the right to use the Partner’s name and Website logo for its marketing communication purposes.

8.            VALIDITY, AMENDMENT AND TERMINATION OF THE COOPERATION

8.1.         The Cooperation shall be pursued for an unspecified term.

8.2.         The Party reserves the right to terminate the Cooperation without specifying the grounds of termination by notifying the other Party thereof in advance in a form that allows written reproduction.

8.3.         Upon termination of the Cooperation in accordance with the provisions set in clause 8.2., the Cooperation shall be considered terminated in three (3) months as of the moment that one Party receives a notice from the other Party, requesting termination of the Cooperation.

8.4.         A Party may terminate the Cooperation without an advance notification if the other Party violates the T&C.

9.            INTELLECTUAL PROPERTY

9.1.         The Parties agree that the codes used for the establishment of the Connection and displaying a Banner to a Visitor are considered intellectual property belonging to SmartAD.

9.2.         Any use of the codes by the Partner in conflict with the T&C, including copying, modification, distribution, forwarding, publication and exposition of its contents, shall be considered unjustified, being contrary to copyright law as well as other laws that protect intellectual property, and shall entail responsibility in accordance with these laws.

10.          FORCE MAJEURE

10.1.       Non-performance or improper performance of T&C shall be justified provided that it occurs due to circumstances which qualify as force majeure, i.e. circumstances that were beyond the control of the Party and, based on the principle of reasonableness, upon conclusion of the Cooperation it could not have been expected of the Party to consider or avoid such circumstances or to manage with the results of such circumstances (natural disasters, strikes, war, change of legislation, etc.).

10.2.       The Parties shall assume appropriate measures to avoid damages to the other Party and they shall do everything possible to ensure the performance of their duties in accordance with and related to the T&C.

11.          NOTICES

11.1.       Notices and notes between the Partner and SmartAD arising from the T&C shall be submitted in a form that allows written reproduction, except in cases where the notice is only of informative character and affects the rights and responsibilities of neither Party.

12.          CONFIDENTIALITY

12.1.       The Parties shall maintain business secrets and other secrets of similar character of the other Party, except in cases where the law foresees disclosure of such information. This provision shall also remain valid upon termination of the Cooperation.

13.          APPLICABLE LAW, RESOLUTION AND EXPIRATION OF DISPUTES

13.1.       The T&C shall be interpreted and executed in accordance with the laws of the Republic of Estonia.

13.2.       Disputes between the Parties shall be resolved by negotiations. If no agreement is reached, disputes shall be resolved in the court.

13.3.       The expiry date of claims arising from the T&C shall be one (1) year.