This GuyToGo Partner Network Agreement (“Agreement”) is made by and between you (“Affiliate”) and GTG, obrtatovanje spletnih poratlov Alan Ristić s.p. (“Company”), a Slovenia EU company with an address at Ulica Nika Šturma 10, Sežana, Sežana 6210, VAT number is SI58144480.
This Agreement sets forth the terms and conditions applicable to your participation in Company’s affiliate network (the “Network”), pursuant to which you may earn performance-based compensation through approved promotional methods that display or direct end users to participating websites and that result in Qualifying Events (as defined below).
This Agreement was published on the Network website on June 1, 2023. If you joined the Network on or after June 1, 2023, the terms set forth herein shall apply to you immediately.
- Registration and Your Account
- Tracking and Reporting
- Compliance, Audits, and Remedies
- Intellectual Property
- Term and Termination
- Representations, Warranties, and Disclaimers of Warranties
- Indemnification Obligations; Limitation of Liability
- Exhibit A: Code of Conduct
- Exhibit B: DPRA
- Program Details
- Partners – Company or a Company Family Member that elects to participate in the Network, as specified in the applicable Program Details.
- Affiliates – A company or individual entity that participates in the Network to earn compensation for Qualifying Events.
- Applicable Law – All national, state, and local (1) laws, ordinances, regulations, and codes and (2) orders, requirements, directives, decrees, decisions, judgments, interpretive letters, guidance and other official releases of any regulatory authority that apply to you or the performance of your obligations hereunder.
- Company Data – Company Data shall have the same meaning as provided in the Company Data Protection Requirements Addendum, attached hereto as Exhibit B. For clarity, Company User Data (as defined in Section VI(A)) is Company Data.
- Gross Merchandise Bought (“GMB”) – The total purchase price paid by a buyer for a Qualifying Transaction, excluding any shipping fees and taxes.
- Link – A hyperlink embedded in a Promotional Method that allows an end user to click to Participating Sites and Content.
- Participating Sites and Content – Any Companys/Partners website or content that is promoted by Affiliates, as described in the applicable Program Details.
- Program – A performance-based marketing program to promote Participating Sites and Content as set forth in the applicable Program Details.
- Program Details – The terms and conditions that govern an Affiliate’s participation in a particular Program.
- Promotional Content – Updates, Products, Boxes, Buttons, banners, widgets, text, Software Applications and other creative content that are used by Affiliates to promote Participating Sites and Content.
- Promotional Method – The methods by which Affiliates promote Participating Sites and Content, which may include Promotional Content.
- Promotional Tools – Tools that may be provided by Company or a third party that Affiliates may use to create their own Promotional Content.
- Qualifying Event – An activity by an end user (such as a purchase, app download, or qualifying click) that qualifies the Affiliate to receive compensation, including Qualifying Transactions as described in the Program Details.
- Tracking Code – A tracking code provided by Company that is embedded in Promotional Methods to track the Qualifying Events.
- Registration and Your Account.
- Registration. To participate in the Network, you must agree to the terms herein and register to use the Network (registration page available here) to use the Network. For registration, there is a one-time 1€ fee. The newer, the less Company will notify you if Company accepts or rejects your application. In its sole discretion, the company may reject your application and terminate the Agreement for any reason without any compensation to you except the 1€ fee, which will be returned. You may not apply without Company’s prior written consent if Company has previously terminated your account or if you are a vendor or agency of the Company. You may not register more than one account without prior written approval from Company. The company must accept your application before you may develop any Promotional Content or any Promotional Method.
- Accurate Information. You must provide Company with and maintain complete and accurate information about you (including your payment and tax information) and your Promotional Methods during your participation in the Network. The company has the right to confirm or verify the truth and accuracy of your registration and account information at any time in its sole discretion.
- Account Security. You are responsible for all activity on your Network account and for loss, theft or unauthorized disclosure of your password (other than as a result of the Company’s gross negligence or willful misconduct or omission). You must provide the Company with prompt written notification of any known or suspected unauthorized use of your account or breach of the security of your account.
- Your Relationship with the Company and the Partners. Your participation in the Network and any Program do not constitute a direct contractual relationship between you and any Partner. However, Partners are explicitly designated as third-party beneficiaries of this Agreement in relation to rights they wish to rely upon or enforce against you. You may not misrepresent or embellish the relationship between Company, the Partner and you.
- Program Details. The Program Details define the Program, Qualifying Events, and specific terms of compensation that are applicable to any Program that you participate in. In the event of any conflict between the terms of this Agreement and the Program Details, the Program Details will control.
- Code of Conduct. Your use of any Links, Promotional Tools, Promotional Content, or Promotional Methods are subject to the Code of Conduct attached as Exhibit A and incorporated herein by reference
- Tracking and Reporting.
- Tracking. For the Company to track Qualifying Events, you must include and maintain the Tracking Code provided to you by the Company within your Promotional Methods. You may not modify the Tracking Codes in any Promotional Methods.
- Access to Tracking and Reporting Tools. The Company may provide you with access to tracking and reporting tools and other support services. Data from such tools and services are not available on a real-time basis and may have reporting delays.
- Qualifying Events.
- Subject to other provisions in this Agreement Affiliate will be compensated for each Qualifying Event in accordance with the applicable Program Details. There may be exceptions to the rate card shown in the applicable Program Details for certain Affiliates or certain circumstances or as otherwise reflected in your contract, which may be viewed in the Company partner portal. Compensation will be calculated based on the Company tracking data at the end of each month, which is definitive and shall control in the event of any tracking dispute.
- With respect to Qualifying Transactions only, if an end-user has clicked on multiple Links from different Affiliates prior to a Qualifying Transaction (resulting in multiple cookies placed on the end user’s computer), then, unless otherwise indicated in the Program Details, the Company shall only compensate the Affiliate whose Link was the last clicked by the end user so long as the applicable Partner did not conduct any promotional activities (a) subsequent to such click and prior to the Qualifying Transaction and (b) that would have placed a cookie overwriting the cookie from the last Affiliate’s Link.
- The Company has the right to change any existing Program Details with respect to Qualifying Events and compensation in its sole discretion with three (3) days’ notice to you. This includes, without limitation, the Company instituting earnings caps for any Affiliates to limit the amount of compensation that an Affiliate can earn through the Program over a specified period of time (e.g., daily earnings cap). Notwithstanding the foregoing, the Company may immediately set your pricing for Qualifying Events to zero upon receipt of your request to close, terminate, and/or delete your the Company account.
- Timing. Each month, the Company will issue to you any positive balance in your account for transactions reported for the previous month, so long as your account balance exceeds the required minimum account balance of 80 EUR (or the equivalent sum in the applicable currency), or the banking fees applicable to the transactions, whichever is greater. The number or amount of transactions, credits for payments and debits for chargebacks as calculated by the Company shall be final and binding on you.
- Form of Payment. The currency in which you will be paid is EUR. You can collect payments (a) with a verified PayPal account or (b) by direct deposit if available for your country of residence. The conversion rate will be determined in accordance with the Company’s operating standards using the rates prevailing on the date the Qualifying Event is completed.
- Taxes. You are responsible for any taxes that may be due in connection with your participation in the Network or otherwise on your services. The company does not pay additional compensation to you for taxes. If the withholding of any tax is required in respect of any payment to you, Company will (1) withhold the applicable amount from such payment and (2) pay such amount to the relevant authorities in accordance with any Applicable Law in the relevant jurisdiction(s). Upon request from you, Company will provide a copy of the tax receipt documenting payment of the tax to the relevant authorities. You agree to complete and provide to us or to the applicable taxing authority at least ten (10) days prior to the payment due date such forms, certifications or other documents as may be reasonably requested by the Company to reduce or exempt withholding taxes with respect to payments made to you when and where required by Applicable Law. If it is later determined that the Company should have withheld and/or paid additional tax but did not withhold or pay such tax, then you shall pay the applicable tax and hold the Company harmless from any penalties or interest thereon.
- Non-Payment, Withholding, Reversal and Chargebacks
- Notwithstanding anything to the contrary herein, the Company shall have no duty to pay you for Qualifying Events during any current or previous month when you were in breach of this Agreement or an agreement or if the Company, in its sole discretion, has reason to believe that you have engaged in potentially fraudulent activities.
- The Company may debit your account in an amount equal to a payment previously made to you or compensation that has been credited to your account but has not been paid yet if the Company determines in its sole discretion that there has been (a) duplicate entry or other clear error; (b) non-bona fide transactions or other fraudulent activity; (c) a breach of, or another failure to complete or reversal of a Qualifying Transaction; or (d) failure to comply with any terms of this Agreement. The Company may apply a chargeback to your account at any time, including previous payment cycles.
- The Company will make all commercially reasonable efforts to pay any positive balance that is due to you. In certain circumstances, based on the Company’s records, it may not be possible for the Company to pay you because for a period of 24 months or more: (a) your account has been inactive, meaning that you have not logged into your account or you have not accepted funds, payments or other amounts that the Company has attempted to pay or deliver to you; (b) the Company has been unable to reach you, or has not received adequate payment instructions from you, after contacting you at the email address shown in the Company’s records; or (c) you have not generated the minimum amount of commissions to qualify for payment. In these circumstances, the Company may, without further notice to you, turn the unpaid or undelivered amounts over to the applicable regulatory authorities in accordance with Applicable Law.
- Tracking and True-Up Payments
- In cases where the Company discovers that the Company has failed to capture all Qualifying Events, the Company shall strive to determine the discrepancies between intended and actual Qualifying Events and conduct true-up payments. If the Company deems it appropriate, the Company may design a methodology for calculating true-up payments at the Company’s sole discretion.
- Qualifying Events.
- Privacy and Data.
- User Information Received from the Company. In connection with your participation in the Network and the Programs, the Company may make available certain information that relates to the Compan browser or device (“the Company User Data”). The Company User Data is the Company’s Confidential Information. You may not use the Company User Data other than for the purpose for which it was provided to you and under no circumstances to create or augment audience profiles.
- The Company Access to Affiliate End User Data. The Company may request access to information regarding your end users when necessary to enforce the Company’s rights under this Agreement or to verify your compliance with your obligations under this Agreement. You agree to provide the Company with access to such information.
- Affiliate’s Compliance with Relevant Privacy Regulations.
- You must maintain and post a privacy notice on your websites or applications that comply with all Applicable Laws, including full and accurate disclosure of the following:
- your collection, use and disclosure of visitor information,
- your use of third-party technology, including the Company tracking technology,
- You agree that you are responsible for all personally identifiable information that you collect from end users and that you must obtain valid consent from end users to collect, use or disclose this information as required by Applicable Law. You further agree that unless you have the valid consent of the end user, you may not enable the Tracking Code to collect any personally identifiable information from end users or otherwise profile end user activities.
- You must maintain and post a privacy notice on your websites or applications that comply with all Applicable Laws, including full and accurate disclosure of the following:
- DPRA Requirements. By participating in the Network, you agree to comply with the terms of the DPRA attached as Exhibit B and incorporated herein by reference, as the same may be updated from time to time.
- Use of the Company Data. You acknowledge and agree that you will only use the Company Data to participate in a Program and as otherwise directed or approved by the Company in writing. For the avoidance of doubt, you acknowledge and agree that you have no ownership of, or right to use, sell, rent, lease, copy, access, combine, reproduce, display, perform, modify, transfer, or disclose the Company Data, or any derivative works thereof, except as expressly provided in this Agreement or as otherwise agreed to by the Company in writing. Additionally, you agree not to disclose any Company Data to any third parties except as indicated in this Agreement or as otherwise agreed to by the Company in writing. You will immediately discontinue any use of the Company Data and destroy all the Company Data in your possession upon the earlier of (i) the Company’s request or (ii) termination of your account from the Network.
- Audience Sharing. If you participate in audience sharing, you must update your audience/user lists (“Audience Segments”) at least every seven days with the information provided by Company or its authorized third-party and delete all previous versions of the Audience Segments immediately upon receipt of such updated information. You agree that this means you will delete Audience Segments received from Company or its authorized third party daily, and you will not accumulate or store previous versions of Audience Segments (or similar information, regardless of name) received from Company or its authorized third party. You also agree that the Audience Segments are the Company Data, and as such, your use of the Audience Segments will comply with all other terms contained in this Agreement and the attached DPRA relating to use of the Company Data.
- Compliance, Audits and Remedies.
- Supplier Code of Conduct. In participating in the Network, you agree to abide by the Company Supplier Code of Conduct, as the same may be updated from time to time.
- Right to Audit. The Company and its service providers have the right to audit your activities in relation to your participation in the Network and the Programs. You shall not block or otherwise interfere with such audit, and the Company and its service providers may use technical means to overcome any methods you may use to block or interfere with such audit. To the extent not prohibited by Applicable Law, audits may include requests for documents, server logs, and visits to your facilities. Your failure to reasonably comply with the Company’s efforts to audit your compliance with this Agreement shall constitute a material breach of this Agreement. If Applicable Law does not allow you to share server logs with the Company, you must provide the Company with other proper proof of traffic that you sent to Participating Sites and Content.
- Remedy for Breach. If the Company, in its sole discretion, believes that you have breached this Agreement or that you have engaged in fraudulent activity, it may take any and all steps it deems appropriate, including without limitation:
- Issue a warning;
- Conduct an investigation;
- Suspend your account from participating in a specific Program or from the Network as a whole;
- Terminate your account from a specific Program or from the Network as a whole; or
- Withhold or recover any compensation.
In addition to any other available remedies, the Company may seek specific performance, injunctive relief and/or attorneys’ fees in its sole discretion.
- Suspension. – If the Company suspends your account from the Network or a Program, you will no longer get paid for any future activity. You are required to remove all Promotional Methods immediately. The Company, in its sole discretion, may reinstate your account in the event you have taken all necessary remedial actions to the Company’s satisfaction.
- Intellectual Property.
- Promotional Content. When your application to the Network is accepted, the Company grants you a revocable, non-exclusive, non-transferable (unless the Company approved your use of Agents), worldwide, royalty-free license to display Promotional Content for the duration of your participation in a Program.
- Promotional Tools. When your application to the Network is accepted, the Company grants you a revocable, non-exclusive, non-transferable (unless the Company approved your use of Agents) right to use the Promotional Tools that the Company makes available to you solely to facilitate your participation in the Program. The Company reserves all rights in the Promotional Tools, including all intellectual property rights. The use of a Promotional Tool may be subject to further terms and conditions that you must accept.
- Use of Your Marks. You authorize the Company and the Advertisers for the Programs that you are participating in to use your trademarks, service marks, tradenames, company names and copyrighted material that you provide to promote your participation in the Program.
- Your Use of the Company Proprietary Rights. You acknowledge that you obtain no proprietary rights in the Company’s or any of the Company Family Member’s trademarks, service marks, trade names, URLs, copyrighted material, patents and patent applications or other intellectual property, and agree not to challenge the Company’s or any the Company Family Member’s proprietary rights in any way. You must use all the Company-provided content and services in a way that does not, in the Company’s sole discretion, blur or dilute, tarnish or adversely affect the Company’s or any of the Company Family Member’s proprietary rights.
- Your company name, the keyword for paid search, trademark, trade name, brand, shop sign, domain name, or URL (specifically, any term before the third “/” of your URL) may not (a) incorporate in part or in full any of the Company trademarks, trade names, company names, brands, shop signs, domain names or URLs (including the translations and transliterations), any variations thereof, or any terms confusingly similar to any of the above as determined by the Company in its sole discretion; or (b) consist of a generic or descriptive term followed by “GuyToGo”. You may not display your company name, branding or trademark in an uneven, staggered, multi-colour format that, in the Company’s sole discretion, invokes the distinctive multi-colour of the Company logo.
- Use of the Company and Logos. You may use the Company’s name or logo in the name of a software tool or application only in accordance with the requirements below and subject to the Company’s prior written approval:
- You may use “GuyToGo” only in a descriptive manner.
- You must capitalize “GuyToGo” or “GUYTOGO” only.
- You may not combine a generic or descriptive name with the “GTG; GUYTOGO; GuyToGo” prefix or suffix.
- You may not use “GTG; GUYTOGO; GuyToGo” as a verb.
- You may not modify any “GTG; GUYTOGO; GuyToGo” logo provided to you by the Company.
- You may not use a “GTG; GUYTOGO; GuyToGo” logo within a sentence.
- Retention of Rights. Any and all proprietary rights, goodwill and other benefits and rights resulting from the use hereunder of trademarks, trade names or company name inures to the benefit of the owner.
- Third-Party Disputes. In the event of a third-party claim against the Company or the Partner’s intellectual property or right to offer any service or good or if such a claim is likely in the Company’s opinion, the Company shall have the right, in its sole discretion, to take any action to terminate the practices responsible for such third party claims and/or to secure, at its expense, the right to continue using the intellectual property or good or service, and/or to replace or modify the same to make it non-infringing or without misappropriation.
- Confidentiality. In connection with your participation in the Network and the Programs, you may be provided with data and information that is confidential and proprietary to the Company or the Partner(s), as is designated by the disclosing party or that is reasonably understood to be proprietary or confidential (“Confidential Information”). Confidential Information does not include information: (a) that is or becomes publicly available through no act or omission of the receiving party; (b) disclosed to the receiving party by a third party not bound by any confidentiality obligation with respect to such information; (c) developed by the receiving party independent of the disclosing party’s Confidential Information; or (d) that is in possession of the receiving party and not subject to any duty of confidentiality as of the date you accept the terms of this Agreement. You agree to use the same degree of care, but no less than a reasonable degree of care, to maintain the confidentiality of and to protect any proprietary interests of the Company or the Partner. You may deliver a copy of such Confidential Information (i) pursuant to a subpoena issued by any court or administrative agency, (ii) to your accountants, attorneys or other agents (“Representatives”) solely on a need-to-know basis in connection with the performance of your obligations or rights under this Agreement and the applicable Program Details; provided that (x) you are responsible for the compliance of your Representatives hereunder and (y) such Representatives shall be subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality covering the confidential treatment of Confidential Information, with confidentiality restrictions no less protective than those provided in this Agreement and (iii) otherwise as required by Applicable Law, upon written notification to the Company. Upon termination of this Agreement or your participation in a Program, you must destroy or return any Confidential Information provided to you under this Agreement and, if requested by the Company, provide a certification of destruction.
- Term and Termination.
- Term. The term of this Agreement begins when you accept the terms of this Agreement at registration and shall continue until terminated in accordance with the terms of this Agreement. The Company’s rejection of your application automatically terminates the Agreement.
- Termination by Affiliate You may terminate this Agreement upon three (3) days’ written notice.
- Termination by the Company or Partner
- Without Cause, The Company may terminate (i) this Agreement, (ii) your account, (iii) any of your Agents (your partners, further Agents), (iv) your use of a Promotional Method, or (v) your participation in a certain Program at any time for convenience in its sole discretion upon three (3) days’ notice.
- With Cause the Company may terminate (i) this Agreement, (ii) your account, (iii) any of your Agents, (iv) your use of a Promotional Method, or (v) your participation in a certain Program, for cause with immediate effect. Incidents that may cause the Company to terminate this Agreement for cause include, but are not limited to:
- If the Company suspects that you or your Agent are responsible for the improper functioning of Links, Promotional Content or Promotional Tools or if you otherwise interfere with or fail to maintain the Tracking Code.
- If a third party disputes your right to use any link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered through any of your Promotional Methods.
- If the Company determines you are diluting, tarnishing, blurring or adversely affecting an Advertiser’s proprietary rights.
- If the Company suspects that you or your Agent are engaging in deceptive practices or false advertising.
- If you engage an Agent who the Company has previously prohibited from participating in the Network.
- If you and the Company are unable to mutually agree upon a written remediation plan for your failure to comply with the obligatory portions of the eBay Supplier Code of Conduct as described in Section VII.A.
- Termination of Programs. Programs and Program Details may be discontinued at any time.
- Upon termination, the Company will deactivate all accounts that are linked to you as a participant in the Network. You shall no longer accrue payments in your account, including but not limited to subsequent Qualifying Events where the clicks on the Links occurred prior to termination. If the Company terminates this Agreement for cause, you may not register for the Network again or participate in the Network as an Agent for another Affiliate.
- Subject to the payment terms in Section V(D), upon termination of this Agreement, the Company will pay any outstanding payments to you within ninety (90) days of the termination date, and you must pay us any outstanding debit balance within thirty (30) days of the termination date. Upon termination of this Agreement, you must immediately remove all Promotional Methods. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement (e.g. audit, confidentiality, indemnification, limitation of liability, misc., etc.), shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party’s rights under this Agreement that accrued prior to termination.
- Representations, Warranties, and Disclaimer of Warranties.
- Authority. You represent and warrant that you are over 18 years of age and authorized to consent to this Agreement, the Company Privacy Notice, the DPRA, and applicable Program Details on behalf of your company, if applicable.
- Compliance with Law. You represent and warrant that your participation in the Network and the Programs are and shall be in compliance at all times with (1) Applicable Law and (2) the best practices in any jurisdiction in which you target your Promotional Methods.
- Non-Infringement Warranties. You represent and warrant that (1) you have all appropriate authority to operate and to provide content on your website(s); (2) you have all appropriate authority to use any Promotional Method you may choose to use; and (3) any Promotional Content you create, your website(s), any trade names or trademarks used in connection with the Network, and your Promotional Methods do not and shall not infringe any third party’s or the Company’s intellectual property or proprietary rights.
- Not Currently Under Investigation. You warrant that you are not currently under order or investigation by any federal, state, local or international regulatory or law enforcement organization. You must inform the Company if you become under such an order or investigation at any point during your participation in the Network.
- Disclaimer of Warranties. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO OTHER REPRESENTATION OR WARRANTY, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
- Indemnification Obligations; Limitation of Liability.
- Indemnification Obligations. You shall defend, indemnify and hold harmless the Company and the Partners and their respective officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors (collectively, the “Indemnified Party”) against all claims, liabilities and expenses claimed or incurred by an Indemnified Party as a result of any third party claim (collectively, “Claims”) directly or indirectly arising from or related to (1) any breach by you or your Agents of this Agreement or the Program Details, (2) violation by you or your Agents of Applicable Law, (3) distribution or use of Promotional Methods or Promotional Tools by you, your Agents, or anyone else that you are affiliated with, including, without limitation, any claims relating to advertisements or content; (4) acts or omissions by you or your Agents in using, displaying or distributing any Links, including but not limited to your use of Links in Promotional Methods; (5) any claim that the Indemnified Party is obligated to pay tax obligations in connection with payment made to you pursuant to this Agreement or any Program Details, (6) any violation or alleged violation of any rights of another, including breach of a person’s or entity’s intellectual property rights, (7) your and your Agents participation in the Network or Program(s), and (8) claims arising in connection with any goods or services you or your Agents make available to any person. Should any Claim give rise to a duty of indemnification under this Section, the Indemnified Party shall promptly notify you and will cooperate with you at your expense in the defence of such Claim. At its own expense, the Indemnified Party will be entitled to participate in the defence of such Claim. Should any Claim give rise to a duty of indemnification, you are obligated to participate in the defence of such claim if requested to do so by the Indemnified Party. Participation in the defence shall not waive or reduce any of your obligations to indemnify or hold the Indemnified Party harmless. You shall not settle any Claim without the Indemnified Party’s prior written consent, and you shall indemnify for any reasonable attorneys’ fees or other costs incurred by an Indemnified Party in investigating or enforcing this Section.
- Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF THE COMPANY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF THE PAYMENTS THE COMPANY PAID TO YOU UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST EPN PURSUANT, OR IN ANY WAY RELATED, TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT NEITHER THE COMPANY , OR ANY THIRD PARTY, FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
- Remedies. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
- The benefit of the Bargain. The provisions of this Section are an essential element of the benefit of the bargain reflected in this Agreement.
- Choice of Law/Attorneys’ Fees. This Agreement and the Program Details are governed by the laws SLOVENIA (EU), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement and the Program Details shall be in the state courts and, to the extent that federal courts have exclusive jurisdiction, in Sežana Slovenia. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. Your access or use of the Network where illegal is prohibited. You expressly waive and withdraw your rights under any law or statute conferring jurisdiction on the basis of nationality to courts other than the ones expressly designated above.
- Amendment The COMPANY may amend this Agreement by notifying you by email to the address on your account. Except as stated otherwise in this Agreement or elsewhere, all amended terms shall become effective three (3) days after they are initially published on the Network website. The COMPANY may establish from time to time rules and regulations for the Network as published on the Network website or in the Network and incorporated herein.
- Assignment. Neither party may assign this Agreement without the prior written approval of the other party. Notwithstanding the foregoing, your consent shall not be required for The COMPANY’s assignment or transfer (1) due to operation of law, or (2) to an entity that acquires substantially all of EPN’s stock, assets or business, or (3) to a related entity (e.g., parent or subsidiary of a parent).
- Force Majeure. The COMPANY shall not be liable for any delay in performing or failure to perform its obligations hereunder, or for suspension or termination of services under this Agreement, to the extent that and for so long as the delay, failure, suspension, or termination results from or is necessitated by any act, event, non-happening, omission or accident beyond its reasonable control (a “Force Majeure Event”). Force Majeure Events shall include but not be limited to war, strikes, industrial action, lockouts, internet downtime, accidents, fire, blockade, import or export embargo or other international sanctions, terrorism or threat of terrorism, natural catastrophes or any other cause beyond their commercially reasonable control. In the event of a Force Majeure Event, The COMPANY may make changes to the affected aspects of the Program Details (including, without limitation, the Rate Card) without providing any advance notice.
- Intended beneficiaries. Although Partners are explicitly designated as third-party beneficiaries to this Agreement in relation to rights they wish to rely upon or enforce against the Affiliates, in no circumstance may Affiliates or their Agents rely upon or enforce any terms of this Agreement against Advertiser. Agents shall not be deemed third-party beneficiaries pursuant to this agreement and may not rely upon or enforce any terms of this Agreement against The COMPANY.
- No Partnership or Joint Venture. Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship of any kind between the parties. Neither party shall have the authority or power to bind the other or to contract in the name of or create a liability against the other in any way or for any purpose.
- Notices. All notices must be in writing. Notices will be deemed given: (1) if delivered in person, upon receipt; (2) if delivered by registered mail, return receipt requested, or by an internationally recognized express mail carrier, upon delivery; or (3) if delivered by email, upon delivery. Notice may only be sent to The COMPANY in person or by registered mail at: GTG, ALAN RISTIĆ S.P, Ulica Nika Šturma 10, Sežana, Sežana 6210, Slovenia. Notices may be sent to you via any of the methods described above according to the information provided by you in your account.
- Severability/No Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The Parties shall, in good faith, attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any Party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
Exhibit A: Code of Conduct
Code of Conduct
To promote ethical and legal business practices, The COMPANY requires that all Affiliates comply with the requirements in this Code of Conduct (“Code of Conduct”).
- Guidelines and Accepted Promotional Methods
- Restricted Promotional Methods
- Prohibited Promotional Methods
- Guidelines and Accepted Promotional Methods. Subject to the The COMPANY licenses granted in Section VIII of the Agreement:
- Links. The COMPANY may provide you with Links to promote Participating Sites and Content. You may not modify a Link unless it is specifically designed to be modified, and then only within the parameters provided by The COMPANY. If the Links you use are not dynamically updated, you must update the Links upon notification from The COMPANY.
- Promotional Content. The COMPANY may provide you with pre-approved Promotional Content. You may not modify any of this Promotional Content without obtaining The COMPANY’s prior written approval. For example, removing watermarks from (or otherwise editing) an image provided by The COMPANY is prohibited unless you have received The COMPANY’s prior written approval. If you wish to create your own Promotional Content, you must first obtain The COMPANY’s prior written approval. If The COMPANY requests, you must stop using any Promotional Content. All Promotional Content that you create must comply with the Agreement, this Code of Conduct, and any additional restrictions or guidance provided to you by The COMPANY.
- Promotional Tools. The COMPANY may provide you with Promotional Tools for creating your own Promotional Content; You agree to:
- Obtain The COMPANY’s prior written approval if you create new tools and applications using the Promotional Tools.
- Use any Promotional Tools only in a lawful manner and only in accordance with the terms of this Agreement and any additional terms applicable to the Promotional Tool;
- Use any Promotional Tool only for the Participating Sites and Content for which it is intended. You may not use any Promotional Tools to drive transactions for any other sites or content;
- Not corrupt, modify or disable the Promotional Tools; and
- Not sell, redistribute, sublicense or transfer the Promotional Tools.
- Prior Consent. Unless expressly permitted under this Code of Conduct, all Promotional Methods are subject to The COMPANY’s prior written approval, which may be revoked at The COMPANY’s sole discretion at any time. You agree that you will immediately terminate any Promotional Method at any time at The COMPANY’s request. The COMPANY’s approval of any Promotional Method shall be limited to the Program for which it was approved.
- Clear and Not Deceptive. All Promotional Methods you use must be clearly recognizable as an advertisement for the relevant Participating Sites and Content and not deceptive. You must also secure permission before using any materials protected by third parties’ intellectual or proprietary rights (including, without limitation, copyrights, trademark rights, patent rights and rights of publicity).
- Social Media. You may use Links on social media sites that allow the posting of affiliate marketing links. It is permitted to use URL shortening services offered by Google (Goo.gl and FDL), Hootsuite (Ow.ly), Buffer (Buff.ly) and Geniuslink (geni.us) to promote through your social media accounts.
- Disclosure about Relationship with The COMPANY. Note that the Federal Trade Commission requires disclosure of any material connection or relationship when you endorse or promote a product or service to your readers unless the connection is already clear from the context of the communication containing the endorsement/promotion. Affiliate links can be considered such a material connection. If the connection is not already clear from the context of the communication containing the endorsement/promotion of a product or service, then you must insert a statement such as the below on your website. “When you click on links to various merchants on this site and make a purchase, this can result in this site earning a commission. Affiliate programs and affiliations include, but are not limited to, the COMPANY Partner Network.” Additionally, any posts on your social media channels (including, but not limited to Facebook, Twitter, and Instagram) must include #ad, #advertisement, #sponsored, or something similar at the beginning of the post to clearly and conspicuously disclose the material connection (unless the connection is already clear).
- Personal Network. You may promote to your family members, relatives, and friends in accordance with the policies in this Code of Conduct. However, the products purchased must be used for their personal use, and not for resale.
- Search Engine Optimization Guidelines. Your domain name, title and description of your website and the metatags you use must be relevant to the Promotional Content, and your website must only appear in a search engine’s result when the content of your website relates to the applicable search query. Your search engine optimization methods must comply with guidelines or best practices published by the applicable search engine.
- Paid Traffic Sources.
- If you buy paid traffic, linking from paid placements or paid search placements to a non-Partners domain is allowed as long as you do not immediately or automatically redirect end users to Partners’ sites and services. Also, if you buy traffic to your sites through sponsored links, you must ensure that all campaigns add www.guytogo.com to their list of excluded sites, and add “GUYTOGO” as a negative keyword.
- Linking from social media advertising methods (e.g. Facebook-boosted Posts) directly to the Advertiser’s domain is permitted.
- Compliance with Applicable Laws. As required in Section XI (B) of the Agreement, you are required to comply with all relevant laws and regulations associated with your participation in the Network. Accordingly, you are responsible for ensuring that all marketing and advertising materials you use in participating in the Network comply with all applicable laws and regulations. For example, local laws may require you to display base unit price (BUP), energy consumption labelling (EEK), and other specific information when advertising certain products via Product Listing Ads or similar methods, which you must comply with if applicable to you.
- Restricted Promotional Methods. You may not engage in the following Promotional Methods without the prior written approval of The COMPANY. The application to get approval can be made from a support ticket system
- Incentive Programs. Your Promotional Methods may not directly or indirectly offer any reward or incentive for any Qualifying Event without The COMPANY’s prior written approval. Any subsequent change to an approved incentive program also requires The COMPANY’s prior written approval.
- Electronic Communications. You may not promote Participating Sites and Content using email or other forms of electronic communication (for example, SMS, instant messaging, or IRC) without The COMPANY’s prior written approval. If you are permitted to use such electronic communications:
- They must comply with the requirements of Applicable Law, such as the CAN-SPAM Act of 2003, as in effect at any given time.
- The COMPANY’s or Partner’s name may not appear in the “from” line of the message.
- Paid Traffic Sources. Without The COMPANY’s prior approval, you may not direct traffic from Promotional Content or Links served by ad networks or their agents directly to Partners sites and services.
- Software Applications. You will not promote Participating Sites and Content using Software Applications without The COMPANY’s prior written approval. Such Software Applications must comply with the additional terms in this Section. The COMPANY reserves the right to immediately terminate any Software Applications at any time, with or without notice or cause.
- Installation Requirements.
- Your Software Application may be provided only to end users who affirmatively consent to install it. Your Software Application may not trick end users into installing it.
- Before your Software Application is installed, you must clearly and conspicuously disclose the principal and significant functions.
- The COMPANY prohibits Software Applications installed in any type of bundle with other software of any kind without The COMPANY’s prior written approval. The COMPANY shall determine in its sole discretion what functions constitute bundling, which may include installation bundling. For example, a function in a web browser software that affixes your company’s site as the browser’s start page would constitute a bundling arrangement between your company and the browser software.
- Your Software Application must be easy for end users to remove, using standard practices appropriate for the supported operating system(s) or other platform(s).
- Your Software Application may be provided only to end users who affirmatively consent to install it. Your Software Application may not trick end users into installing it.
- Operation Requirements. Your Software Application may send a user to a Participating Sites and Content via a Tracking Code only in an immediate response to a user’s deliberate and voluntary click (or, for a touch-capable device, tap) on a clearly-labelled Link. Except for any perpetual search box, toolbar button, or similar mechanism that is on screen at all times, your Software Application may not present ads for any other sites, services, Advertisers, or offers when a user visits Participating Sites and Content or when Participating Sites and Content is open on a user’s computer or mobile device. Your Software Application is prohibited if, in The COMPANY’s sole discretion, it is likely to confuse the end-user or trick the end user into thinking the Software Application is part of the Participating Sites and Content.
- Advance Review and Approval by The COMPANY. Before distributing any Software Application or participating in any Program, you must provide The COMPANY with a complete statement of the characteristics of your Software Application. Before The COMPANY provides its approval, you must integrate your Software Application with The COMPANY so The COMPANY may evaluate the integration and its effect on Partners’ brand and the Partners’ customer experience. The COMPANY will withhold all compensation for traffic directed through Software Applications not approved by The COMPANY. If a new version of your Software Application makes material changes to your participation in the Network, you must provide The COMPANY with a complete statement of such changes for written approval. For purposes of this Section, “material changes” include any change to the methods of installation of your Software Application, the partners who distribute your Software Application, or the circumstances in which your Software Application sends end users to Participating Sites and Content.
- Software Application Prohibited Behaviors.
- You may not promote the Network through any Software Application that provides, or purports to provide, sniping functionality; that automatically places bids on behalf of end users; or that automatically makes purchases on behalf of end users.
- You may not operate or distribute Software Applications or participate in any Programs through any Agents or other intermediaries.
- Subject to The COMPANY’s prior written approval, you may not use pop-ups, pop-unders, sliders, or sidebars to promote any Participating Sites and Content, nor may you modify the presentation or appearance of another website as seen in a user’s web browser. The COMPANY may approve such practices if all such modifications are consistent with the user experience disclosed at the time of installation if all modifications include clear and conspicuous labels disclosing the modification and provide a mechanism for end users to obtain details, if modifications are not likely to confuse end users, and if your offering in The COMPANY’s sole discretion genuinely delivers real and significant value to end users.
- Your Software Application may not attempt to evade testing and may not attempt to conceal its practices. The practices of your Software Application should be consistent when run in a virtual environment, from varying IP addresses, and at varying times of day and days of the week.
- Worms, viruses, and trojan horses are strictly prohibited.
- Using Software Applications Provided by Others. If you contract, directly or indirectly, to use a Software Application provided by another person or entity, you are responsible for complying with the requirements of this Section exactly as if the Software Application were your own.
- Installation Requirements.
- Additional Restricted Promotional Methods. Any Promotional Method that is not expressly permitted or prohibited under this Code of Conduct is a Restricted Promotional Method and cannot be used without The COMPANY’s prior written approval. Examples of these include:
- distribution of Promotional Content via Agents, distribution partners, or via ad networks;
- promotional Content created by a developer’s program tool or API, or holding in-person training and classes.
- Prohibited Promotional Methods. You may not engage in the following Promotional Methods
- Cookie Stuffing. You may not stuff cookies or other tracking tags on an end user’s computer without any affirmative action by the end user. End users that are only viewing your website, Promotional Content or advertisements or while your applications are merely active or open have not taken any affirmative actions.
- Non-Bona Fide Qualifying Events. You may not cause Qualifying Events to be made in bad faith, including but not limited to using invisible methods to generate impressions, clicks or transactions that are not initiated by the affirmative and genuine action of an end user or using any cookie, device, program, robot, iframe or hidden frame, pop-up window or any other operation or process that interferes with The COMPANY’s ability to properly identify and track transactions. Any method that artificially generates clicks, impressions, or activity is prohibited. This includes, but is not limited to, clicks or impressions generated when you or your Agents click on your own Promotional Content containing Tracking Code, automated clicking tools or traffic sources, robots, or other deceptive software. To be considered valid, clicks and conversions must result from genuine user interest. The COMPANY will use its sole discretion to determine instances of invalid click activity, which may come in different forms and may include activity not due to any deliberate action on your part. The COMPANY is not obliged to disclose details about the functioning of The COMPANY’s fraud detection systems. Because The COMPANY needs to protect its proprietary detection system, The COMPANY may be unable to provide you with all information about your account activity, including any web pages, end users, or third-party services that may have been involved in fraudulent activities.
- Improper Influence. You may not make your own advertising claims. You may not interfere with or seek to improperly influence the referral of an end user to Participating Sites and Content. You may not mislead or trick an end user in any way into clicking on a Link. It must be clear for end users where they are being directed at all times.
- Middle Servers and URL Cloaking Services. You may not redirect any traffic to middle servers for the purpose of masking your referring source of traffic. This includes any URL shortening services other than the ones noted in Section I.F.
- Unacceptable Placements.
- Your Promotional Methods may not incorporate any topics that The COMPANY, in its sole discretion, considers to fall in any of the following categories:
- sexually explicit materials
- firearms or weapons
- illegal goods, services or activities
- gambling or betting
- discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- libel or defamation
- content aimed at children
- content that is otherwise misleading, obscene or hate-oriented
- sniping functionality
- malicious functionalities, such as malware or spyware
- Your Promotional Methods may not engage in misleading activities with respect to title and page description, search engine manipulation, the unlawful use of meta-tags, or otherwise in any manner that The COMPANY in its sole discretion, would consider to fall within any of the following categories:
- Your Promotional Methods may not incorporate any topics that The COMPANY, in its sole discretion, considers to fall in any of the following categories:
- Paid Traffic Sources. You may not purchase any keywords or search terms that (a) incorporate in part or in full any of The COMPANY’s trademarks, trade names, company names, brands, shop signs, domain names or URLs (including the translations and transliterations), or any variations thereof.
- Misdirection, Redirection and Framing.
- You may not make any express or implied representations or otherwise create an appearance that a visitor to your website and/or Promotional Content is visiting Participating Sites and Content, for example, by framing or wrapping a site in any manner. You may not design your Promotional Methods in a way that, in The COMPANY’s sole discretion, creates a likelihood of confusion with the website or emails belonging to the Advertiser.
- The URLs to which the Links direct end users must appear in the address line of the browser.
- The back button of the browser must be activated.
- You may not attempt to intercept or redirect traffic from, on, or divert compensation from Participating Sites and Content or any other Affiliate.
- Promotional Content is placed on a Parners website itself (for example, in your listings, your “About Me” page, and your store.
- Promotional Content that promotes listings or behaviour that violate the Advertiser’s policies
- Redirecting end users from Partners sites and services to an Affiliate’s website where the end user could click a Link back to the Partners site or service
Exhibit B: eBay Data Protection Requirements Addendum
By participating in the Network, you (as defined in the The COMPANY Partner Network Agreement, to which this is attached) agree to comply with the terms of this DPRA, as the same may be updated from time to time.
- Purpose and Scope:
This Data Protection Requirements Addendum (the “DPRA”) reflects your commitment to abide by Applicable Law concerning the Processing of The COMPANY Data (defined below). This DPRA prescribes the minimum data protection and information security standards that you, your agents and your assigns must meet and maintain in order to protect The COMPANY Data from unauthorized use, access, disclosure, theft, manipulation, reproduction, a Security Breach (defined below) or otherwise during the term of The COMPANY Network Agreement (“Terms”) and for any period thereafter during which you, your agents or assigns has possession of or access to any COMPANY Data.
Capitalized terms used but not defined herein shall have the meaning set forth in the Terms.
- “Applicable Law” means any applicable data protection, privacy, or information security laws, codes, and regulations or other binding restrictions governing Processing of The COMPANY Data.
- “Data Centers” means locations at which you provide data Processing or transmission functions in support of your Application. Data Centers can be owned by you or by a third party.
- “Data Controller” means the party that determines the purposes of the Processing of Personal Data.
- “Data Processor” means the party that Processes Personal Data on behalf of, and under the instruction of, the Data Controller.
- “Data Subject” means the identified or identifiable person who is the subject of Personal Data.
- “The COMPANY Data” means data or information (regardless of form, e.g., electronic, paper copy, etc.) transmitted through the The COMPANY feeds, The COMPANY dashboard, The COMPANY API(s), Promotion Tools or otherwise provided by or on behalf of The COMPANY,or The COMPANY Family Member (as that term is defined in the Terms) to you.
- “Confidential Data”:Information that is intended only for a limited audience within eBay or whose release would likely have an adverse financial or reputational effect on The COMPANY, The COMPANY customers, or The COMPANY clients. Examples include, but are not limited to: customer or client customer individual names, email addresses, physical addresses and any other information that correlates to a person, software source code, customer personal contact information, customer email addresses, etc.; or
- “Personal Data”:data or information that makes a natural person identified or identifiable or is a numerical, physical, physiological, cultural, economic, mental or other factor of identity relating to an identified or identifiable person.
The COMPANY Data specifically excludes data classified by The COMPANY as “Restricted Data,” which includes highly sensitive or regulated information that is intended only for a limited audience within The COMPANY or whose release would likely have a material adverse financial or reputational effect on The COMPANY or any Data Subject. Examples include but are not limited to: (i) Government issued identification numbers for specific countries (e.g., USA Social Security number; Germany Shufa ID, Canada Social Insurance number, driver’s license number; state identification number); (ii) Bank account numbers and related bank wire transfer financial information; and (iii) customer date of birth.
You agree that you will not attempt to access, receive, transmit, process or store any “Restricted Data”
- “Processing” or “Processes” means any operation or set of operations which is performed upon The COMPANY Personal Data, whether by automatic means or not, including but not limited to collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
- “Security Breach” means a compromise of the systems in which The COMPANY Data has been accessed or acquired by one or more unauthorized parties, or you or The COMPANY reasonably suspect that such a security breach may have occurred or any activity that violates any Applicable Law. For the avoidance of doubt, “a compromise of the systems” includes, but is not limited to, misuse, loss, destruction, unauthorized access, collection, retention, storage, or transfer.
- “Sub-Processor” means any of your Affiliates, agents or assigns that Processes The COMPANY Personal Data subject to the Terms and any unaffiliated Data Processor engaged by you or by your Affiliates.
- REASONABLE SECURITY:
You represent warrant and agree to use Security Measures (as defined below) (i) to ensure the protection of the rights and freedoms of the Data Subjects in accordance with Applicable Laws and Regulations, in particular with Art. 32 of the Regulation 2016/679/EU, (ii) to ensure the security of The COMPANY Data from any unauthorized access, (iii) to protect the availability, confidentiality, and integrity of any eBay Data collected, accessed, used, or transmitted by you in connection with this Agreement (including but not limited to appropriate data protection and disaster recovery) and (iv) to protect and secure any and all hosts, networks, applications, and physical premises used in any way to perform your responsibilities under this Agreement. You agree that “Security Measures” shall mean commercially reasonable security-related policies, standards, and practices commensurate with the size and complexity of your business, the level of sensitivity of the data collected, handled and stored, and the nature of your business activities, provided that all such policies, standards, and practices shall, at a minimum, comply with any Applicable Laws and Regulations and shall give due consideration to information security management systems, physical security, physical access control, access control to systems, access control to data, disclosure control, input control, security and privacy enhancing technologies, awareness, training and security checks in relation to your Personnel (job control), availability control, segregation control, incident response management/business continuity and audit controls/due diligence. You further represent, warrant and agree to (v) implement industry standard security controls to detect malware on any ads served by you or your partners to a person and take appropriate actions to remove identified malware in a timely manner. You shall provide a detailed description of the Security Measures in Appendix 2.
- Logical Security:
- Access Controls. You certify that you employ access control mechanisms that: i. prevent unauthorized access to The COMPANY Data; ii. limit access to your personnel with a business need to know;
- follow the principle of least privilege allowing access to only the information and resources that are necessary under the Terms; and
- Regular Review of Access Controls. You will maintain a process to review access controls on a minimum annual basis for all of your systems that contain The COMPANY Data, including any system that, via any form of communication interface, can connect to the system on which The COMPANY Data is stored. You will maintain the same processes of review and validation for any third party hosted systems you use that contain The COMPANY Data.
- Malicious Code Protection. All workstations and servers will run the current version of industry standard anti-virus software with the most recent updates available on each workstation or server. Virus definitions must be updated within twenty-four (24) hours of release by the anti-virus software vendor.
- Security Vulnerability Management:
- Vulnerability Management and Application Security Assessments. You must run internal and external network vulnerability scans at least annually and after any material change in the network configuration (e.g., new system component installations, changes in network topology, firewall rule modifications, or product upgrades). Vulnerabilities identified and rated as high risk by you will be remediated within ninety (90) days of discovery.
- For all Internet-facing applications that collect, transmit or display The COMPANY Data, you agree to conduct an application security assessment review to identify common security vulnerabilities as identified by industry-recognized organizations (e.g., OWASP Top 10 Vulnerabilities; CWE/SANS Top 25 vulnerabilities) annually or for all major releases, whichever occurs first. At a minimum, it will cover the OWASP Top 10 vulnerabilities (https://www.owasp.org).
- Patch Management. You will patch all workstations and servers with all current operating system, database and application patches deployed in your computing environment according to a schedule predicated on the criticality of the patch. You must perform appropriate steps to help ensure patches do not compromise the security of the information resources being patched. All emergency or critical rated patches must be applied as soon as possible but at no time will exceed thirty (30) days from the date of release.
- The COMPANY Security Assessments and Audits:
You shall, upon reasonable notice, allow your data processing procedures and documentation to be inspected by The COMPANY (or its designee) in order to ascertain compliance with this DPRA or any agreements between The COMPANY and you. You shall fully cooperate with audit requests by providing access to relevant knowledgeable Personnel and documentation.
- Security Breach:
You will maintain an industry standard incident response function capable of identifying, mitigating the effects of, and preventing the recurrence of Incidents. Upon discovering or otherwise becoming aware of an Incident that may put The COMPANY Data at risk (“Breach”), you shall take commercially reasonable measures to mitigate the harmful effects of the Incident. You shall also notify The COMPANY of the Breach as soon as practicable, but in no event later than 24 hours after the Breach and in any case before notifying any relevant authority. You must ensure that affected third parties are notified of the Breach, at The COMPANY’s sole discretion, either by notifying such third parties after The COMPANY has reviewed and approved the language and method of notice or by enabling The COMPANY to notify such third parties itself. You agree to cover the costs of any such notification, including reimbursing The COMPANY for any reasonable costs, such as providing credit monitoring to affected Data Subjects. For the avoidance of doubt, The COMPANY controls the means and timing of any such notification.
- DATA RETENTION AND DELETION:
To the extent permitted by law, you will only retain The COMPANY Data for as long as services are provided to The COMPANY in accordance with its Processing Instructions; provided, however, that you agree to delete The COMPANY Data received in The COMPANY feeds within twenty (20) days from the date The COMPANY makes such The COMPANY Data available. You agree to dispose of The COMPANY Data using a method that prevents any recovery of the data in accordance with industry best practices when it is no longer required for the purpose of the Agreement, upon termination of the Agreement, or at any time upon written request from eBay, whichever occurs earlier. You agree to provide The COMPANY with a written confirmation regarding the deletion of data upon request.
- DATA OWNERSHIP:
The COMPANY retains all ownership rights in The COMPANY Data. The COMPANY does not in any way assign, transfer, or convey the title of The COMPANY Data to you. For the avoidance of doubt, you acknowledge and agree that you have no ownership of, or right to use, sell, rent, lease, copy, access, combine, reproduce, display, perform, modify, transfer, or disclose The COMPANY Data, or any derivative works thereof, except as expressly provided in The COMPANY’s Processing Instructions. The COMPANY grants to you a non-exclusive, non-transferable, non-sublicensable right and license to access, use, copy, display, combine, reproduce, perform, modify, transfer and disclose The COMPANY Data and content during the duration of the Agreement for the limited purposes of providing the Services to The COMPANY pursuant to its Processing Instructions; provided that, you may delegate its duties and obligations, and the license granted in this sentence, to its Sub-processors in compliance with this Addendum for the limited purposes of providing the Services to The COMPANY pursuant to its Processing Instructions. The COMPANY represents and warrants that it has the necessary rights and licenses to share the Personal Data with you so that you and your Sub-Processors may lawfully use, process and transfer the Personal Data in accordance with this DPRA and the Agreement.
Your obligations and The COMPANY’s rights under this DPRA shall become effective on the Effective Date of the Terms and will continue in effect so long as you possess The COMPANY Data.
If and to the extent language in this DPRA conflicts with the Terms, this DPRA shall control.
- Processing of Personal Data:
The following additional terms shall apply to the Processing of Personal Data by you:
Processing Instructions: You shall Process Personal Data only to deliver services in accordance with the Terms and/or The COMPANY’s written instructions. For the avoidance of doubt, The COMPANY’s written instructions for the Processing of Personal Data shall comply with Applicable Law. If you reasonably believe there is a conflict amongst Applicable Law or that The COMPANY’s instructions conflict with any Applicable Law, you will inform The COMPANY immediately and shall cooperate in good faith to resolve the conflict and achieve the goals of such instruction.Use of Sub-Processors:
Contractual Privity. Your obligations under this DPRA shall apply to Sub-Processors. You are authorized to use Sub-Processors, provided that you represent and warrant that any approved SubProcessor is contractually bound to meet all data protection obligations required by the Terms, The COMPANY’s Processing instructions, and by Applicable Law. Proof of these contractual obligations, in which commercially sensitive terms may be redacted, shall be provided to The COMPANY promptly upon request. In the event that The COMPANY reasonably believes a Sub-Processor Processes The COMPANY Personal Data without having entered into a contractual agreement with you containing data protection obligations required by the Terms, The COMPANY’s Processing instructions or Applicable Law, The COMPANY will promptly inform you, and you shall cooperate in good faith to resolve the conflict and achieve the goals of such instruction.
List Maintenance. You shall maintain a list of all Sub-Processors you have engaged to Process The COMPANY Personal Data. Where required by law, you shall (i) inform The COMPANY of any intended changes concerning the addition or replacement of Sub-Processors with access to The COMPANY Personal Data and give The COMPANY the opportunity to object to such changes, and (ii) obtain the prior written consent of The COMPANY before entering into any such agreement (unless expressly waived in a written agreement).
Organizational, Technical, and Physical Safeguards. You must restrict through organizational, technical, and physical safeguards the Sub-Processor’s access to The COMPANY Personal Data to that which is only strictly necessary to perform its subcontracted Processing services to you (which shall be consistent with the Processing Instructions issued to you by The COMPANY). Additionally, you will prohibit through organizational, technical and physical safeguards the Sub-Processor from Processing The COMPANY Personal Data for any other purpose. Sub-Processors must similarly implement appropriate organizational, technical and physical measures to ensure that the Processing of The COMPANY Data occurs in strict accordance with the Terms, The COMPANY’s Processing instructions and Applicable Laws and Regulations.
Sub-Processor Liability. You shall remain liable for any act or omission of a Sub-Processor that does not comply with the Terms, any Processing instructions or the requirements of Applicable Law.
13. Transfer of Personal Data: You shall not cause or permit any Personal Data to be transferred across borders in breach of Applicable Law. Cross-border transfers of Personal Data subject to legal restrictions by Applicable Law shall require The COMPANY’s prior written consent. For the avoidance of doubt, this transfer restriction does not pertain to The COMPANY personnel’s access to Personal Data.
14. Limitation on Disclosure of Personal Data: To the extent legally permitted, you shall immediately notify The COMPANY in writing upon receipt of an order, demand, or document purporting to request, demand or compel the production of Personal Data to any third party. You shall not disclose Personal Data to the third party without providing The COMPANY at least forty-eight (48) hours’ notice, so that The COMPANY may, at its own expense, exercise such rights as it may have under Applicable Law to prevent or limit such disclosure. Notwithstanding the foregoing, you will exercise commercially reasonable efforts to prevent and limit any such disclosure and to preserve the confidentiality of Personal Data otherwise; additionally, you will cooperate with The COMPANY with respect to any action taken pursuant to such order, demand, or other document request, including to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to Personal Data.
15. Compliance with Applicable Law: You shall Process Personal Data in accordance with Applicable Law. You represent and warrant that you will maintain privacy policies sufficient to protect the Personal Data and comply with the Applicable Law.
16. Liability and Indemnification: You shall be liable for any of your acts and/or omissions relating to the obligations in this DPRA that result in a Security Breach of The COMPANYs Personal Data. You shall indemnify, defend and hold The COMPANY harmless from and against all liabilities, costs, damages, claims and expenses relating to Security Breaches that arise from or in connection with your breach of your obligations stated in this DPRA
17. Personal Data transmitted to The COMPANY: Prior to sharing any Personal Data with The COMPANY, you shall ensure that Data Subjects are appropriately notified of and have consented to The COMPANY’s privacy practices. You warrant that you have a legitimate basis and adequate title to collect and share Personal Data with The COMPANY.
How to Contact Us
If you have a question or a complaint about this privacy notice, our global privacy standards, or our information handling practices, you can reach Office in writing at The COMPANY adders stated above.
You can find more information on how to contact us and our data protection officers in our support ticket system.
Your right to file complaints with a data protection supervisory authority remains unaffected.
The COMPANY may, in its sole discretion, add or remove countries and websites from this list of Participating Sites and Content.
Program Description: Directing end users to Participating Sites and Content in exchange for a percentage of GMB associated with an end user’s purchase of products or services through your implementation of The COMPANY’s Affiliate Program.
Global Rate Card
Rate card as of June 24, 2023:
- Canvas Builder:
- Price for the end user: 297€
- You get a default fee of 30%: 89.10€
- Higher fee: up to 50%
- Earning GMB top cap: Non
Please note there may be exceptions to the rate card above for certain partners based on the business model or other special circumstances.
You can ask for a higher fee if you file the form in your Affiliate centre once you join the program with the default fee. The Company will direct you to the new higher fee at our sole discretion. Also, at the Company’s sole discretion, The Company may not higher your fee. An appeal against our decision will not be possible and will be binding on the affiliate. The Company may also lower your fee at its sole discretion but never lower than the default fee. Any new affiliate always starts with a default fee; even if an Affiliate for any reason leaves The Company’s affiliate program and returns, the Affiliate will start with the default fee.
Also, regarding the aforementioned Rate Card: Per the terms of the Network Agreement, The COMPANY may modify your specific pricing, earning caps, and any other compensation terms at any time by providing three (3) days’ notice to you. Should a Force Majeure Event affect the Rate Card applicable to You, The COMPANY may modify your specific pricing, earning caps, and other compensation terms immediately without providing you advance notice. Your specific pricing will be reflected on your contract, which can be viewed in The COMPANY’s Partner Portal. In the event of a discrepancy between this Rate Card and the pricing reflected in your Partner Portal account, the pricing indicated in your Partner Portal account will govern.”
Payment Structure for Qualifying Transactions:
A Qualifying Transaction for a purchase occurs when (1) an end user makes a purchase on a participating Affiliate website within 30 days after clicking your Promotional Content for a “Buy It Now” item, (2) an end user makes a purchase through The COMPANY’s digital property or property that is owned and operated by you, and that complies with all other terms and conditions of your agreement for participation in The Company’s Affiliate Program, or (3) an end user makes its initial subscription payment for applicable subscription-based service.
For any Qualifying Transactions for purchases, you receive a percentage of the GMB for that purchase. Note that there are certain items and categories for which The COMPANY earns low or no revenue; in such cases, you will therefore earn low or no revenue share. These items and categories may include, but are not limited to, gift cards, items sold by charities, and special promotional deals. You may only be paid once for each Qualifying Transaction for purchase; no duplicate payments will be made under eBay’s Buy API Program.
Priority Listing Incentive
The COMPANY may, in its sole discretion, offer additional compensation to selected Affiliates. The specific compensation details offered to the selected participating Partners will be made available in the Partner Portal. Subject to the terms of the Network Agreement, The COMPANY may modify the terms of this Priority Listing Incentive and the compensation offered under this incentive.