GENERAL SALES CONDITIONS

Transcription

1 GENERAL SALES CONDITIONS 1- ACCEPTANCE OF GENERAL SALES CONDITIONS By signing the insertion order by an Advertiser or representative acting on the advertiser s behalf, entails said Parties acceptance of the General Sales Conditions specified here under and compliance with laws, regulations and practices which govern advertising and the Internet. These General Sales Conditions and prices may be modified at any time without notice or compensation. Such modifications would not impact current operations and offers that are already live. 2- REACTIVPUB NETWORK AND ASSIGNMENT The Company REACTIVPUB has designed, developed, set up and operates partnership programmes based on software available on the Internet at the URL address The Company REACTIVPUB also has a network of partner sites to whom said partnership programmes are proposed. In order to increase the number of visitors to their sites and the commercial operations which can be undertaken thereon by internet users, the ADVERTISERS may decide to set up advertising operations paid in accordance with the performance thereof, called the PARTNERSHIP PROGRAMMES and intended for partner websites who so wish. 3 DEFINITIONS In the scope of the GENERAL SALES CONDITIONS, the following words and expressions shall be understood as follows. ADVERTISER: Refers to the services or online Internet contents publisher, property of an individual or a legal entity, who has contracted or may contract AFFILIATE NETWORK membership and therefore offers a PARTNERSHIP PROGRAMME, INTERNET USER: Refers to an individual or legal entity connected to the Internet network and who uses this to undertake operations, whether interactive or not, such as visiting websites, exchanging information or performing legal operations such as product or service purchases, PARTNER: Refers to the services or online Internet contents publisher, property of an individual or a legal entity, who has contracted or may contract AFFILIATE NETWORK membership, thereby enabling the latter to present links on said Party s website to all or some of the ADVERTISER S websites, and to be paid accordingly by the latter, PARTNERSHIP: Refers to the relation between two websites via a hypertext link located on the PARTNER website and which enables the internet user who is visiting the PARTNER S website to access the ADVERTISER S website; the internet user s access to the ADVERTISER S website from the PARTNER S website results in payment to the latter REACTIVPUB - REACTIVPUB GENERAL SALES CONDITIONS 1

2 in accordance with conditions specified by the ADVERTISER in the latter s PARTNERSHIP PROGRAMME, PARTNERSHIP PROGRAMME: Refers to all conditions governing relationships between the PARTNER and the ADVERTISER, in particular the conditions and amount of commissions owed by the ADVERTISER to the PARTNER, AFFILIATE NETWORK PLATFORM: Refers to REACTIVPUB software, available online, enabling the definition, registration and diffusion of PARTNERSHIP PROGRAMMES on behalf of Advertisers; this software counts the number and type of connections performed (in particular via hypertext links) between PARTNERS and Advertiser websites, thereby enabling calculation of commissions owed by the Advertiser to the latter's various PARTNERS pursuant to the PARTNERSHIP PROGRAMMES, REACTIVPUB DATABASE: Refers to the database which groups all information concerning the PARTNERS. REACTIVPUB OFFER: Refers to all services proposed to Advertisers and PARTNERS by REACTIVPUB and which consist in Advertisers and PARTNERS right of access and use of the PLATFORM, Advertiser s access to the REACTIVPUB DATABASE, and REACTIVPUB invoicing and collection services for amounts owed to PARTNERS by Advertisers, 4- REPRESENTATIONS 4.1. The ADVERTISER hereby declares that the latter undertakes business in compliance with all legislation applicable thereto, in particular with respect to Labour Law and Social Security, intellectual and industrial property rights, rules relating to processing personal data, and generally all currently prevailing regulations The ADVERTISER hereby declares having received from REACTIVPUB all required information relating to AFFILIATE NETWORK operating and the contents of the REACTIVPUB OFFER The ADVERTISER warrants REACTIVPUB for any damaging consequences which may result from the inexactness of the aforementioned declarations and guarantees the latter against any claims which may be filed by third parties within the scope or due to entering into or performing the advertising order. 5- REACTIVPUB RESPONSIBILITIES 5.1. REACTIVPUB undertakes to ensure its AFFILIATE NETWORK is operating for the purpose of enabling the ADVERTISER in accordance with the conditions and terms specified in the Advertising Insertion Order. In the event of a technical failure which impacts AFFILIATE NETWORK PLATFORM operating for reasons which are not controlled by REACTIVPUB such as, in particular, an interruption of telecommunication systems or the interruption of services from its data- REACTIVPUB - REACTIVPUB GENERAL SALES CONDITIONS 2

3 processing service providers, for any reason whatsoever, REACTIVPUB undertakes to immediately inform the ADVERTISER of such occurrence and stoppage. Occurrence of the events specified in the previous paragraph shall not impact the continuation of Operations and may not result in any claim from the ADVERTISER, said occurrences being considered as force majeure events REACTIVPUB undertakes to record and keep the computerised data which tracks the origin and number of operations (visits, purchases) performed by internet users on the ADVERTISER S website from PARTNERS websites, according to terms selected by the former and during the time period required for Advertising Order performance REACTIVPUB shall ensure constant online availability of the ADVERTISER S PARTNERSHIP PROGRAMMES statistics, i.e. the number of visits received from each of the ADVERTISER PARTNERS SITES and the resulting price, in accordance with the terms set forth in Article 8 here under Approximately once a month, REACTIVPUB shall send members of its partnership network a letter of information by , for the purpose of informing the latter of new PARTNERSHIP PROGRAMMES; said letter of information will describe the main characteristics of said programmes, and the identity of the ADVERTISER in question. In the framework of performance of obligations incumbent on REACTIVPUB pursuant to these General Sales Conditions, the ADVERTISER grants REACTIVPUB authorisation to reproduce the ADVERTISER s registered trademark on all written, visual, computerised or audio mediums required for operations performance during the advertising order term and for all French territory. Any other utilisation of said trademark is prohibited, unless the owner expressly agrees thereto. Generally, REACTIVPUB undertakes not to perform any actions which may directly or indirectly damage said trademark; REACTIVPUB undertakes not to use said trademark on expiry of the advertising order, for any reason whatsoever. 6- ADVERTISER S OBLIGATIONS 6.1. For the purpose of enabling services performance, the ADVERTISER undertakes to supply REACTIVPUB with information and elements (computerised files containing hypertext links, icons, banners and associated codes) enabling the establishment of links between the Parties and between the PARTNERS and the ADVERTISER The ADVERTISER agrees to pay REACTIVPUB amounts owed both to PARTNERS and to REACTIVPUB in accordance with the conditions specified in Article 8 here under. The ADVERTISER expressly declares being informed of the fact that pursuant to express agreement and in relationships between the Parties, REACTIVPUB is sole creditor for all REACTIVPUB - REACTIVPUB GENERAL SALES CONDITIONS 3

4 amounts owed pursuant to the one or several ADVERTISER S PARTNERSHIP PROGRAMMES registered on the AFFILIATE NETWORK PLATFORM. Accordingly, the ADVERTISER expressly agrees not to perform any direct payments to any party other than REACTIVPUB; any payments performed in breach of this ban shall not release such Party from amounts owed to REACTIVPUB. 7- PARTIES RESPECTIVE ROLES IN PLATFORM UTILISATION 7.1. The ADVERTISER alone shall ensure the definition, design, computerisation, modification and interruption of the latter s PARTNERSHIP PROGRAMMES on the AFFILIATE NETWORK PLATFORM In all cases, the ADVERTISER alone shall be responsible for PARTNERSHIP PROGRAMMES contents and operating, in particular possible modifications or interruptions thereof, and guarantees REACTIVPUB against any claims filed or any legal action undertaken against the latter on such grounds. The ADVERTISER declares being informed that, for reasons connected to the PARTNERS need to modify their website, the interruption of a PARTNERSHIP PROGRAMME would only take effect after twenty-four hours. With respect to REACTIVPUB, the latter shall be sole responsible for invoicing and collection of amounts owed pursuant to the PARTNERSHIP PROGRAMMES recorded on the PLATFORM, in accordance with the terms specified in Article 8 hereinafter. 8- MODIFICATION OF THE ADVERTISER S WEBSITE Any modification of the ADVERTISER s website name, and any change in hosting location, size, purpose, and update frequency shall not impact the advertising order which shall be ipso jure and automatically applicable to the modified website. The advertising order concerns all hosting locations for this website, both currently and in the future. 9- FINANCIAL TERMS 9.1. The various options for PARTNERS remuneration proposed on the PLATFORM are as follows: 1 ) CPM Remuneration (Cost per thousand): The PARTNER S website page on which the ADVERTISER S hypertext link is inserted (normally as an icon or banner) is consulted by a visitor; the CPT price corresponds to the commission owed per thousand pages viewed, 2 ) CPC cost per click : A click is the action of clicking on the ADVERTISER S hypertext link located on the PARTNER S website. This click is performed by a visitor to the PARTNER S website and provides the visitor with direct access to the ADVERTISER S website, REACTIVPUB - REACTIVPUB GENERAL SALES CONDITIONS 4

5 3 ) double click cost model: A double click is the first click on the PARTNER S website followed by a second click on the ADVERTISER S website, thereby leading to the visitor to a second space on the ADVERTISER S website, 4 ) CPL or cost per lead : A form represents a registration, account opening or any other online operation, but excluding a sale (see following paragraph), 5 ) CPS or cost model per sale : The internet user s visit to the ADVERTISER S website originates from the PARTNER S website which results in contracting a deed of sale or service between the internet user and the ADVERTISER. The first four cost models constitute fixed payouts per operation (CPS, CPC, Double Click and CPL), the fifth one is a fixed or variable price agreement method which represents a percentage of the sale or service price. The remuneration method is specified in the advertising order REACTIVPUB software records each visit to the ADVERTISER S website. The Parties hereby agree that the tracking performed by REACTIVPUB software shall evidence visits and operations which took place with the PARTNERSHIP PROGRAMME and are therefore tracked valid for invoicing amounts owed by the ADVERTISER. To benefit from such payout model, the Company REACTIVPUB is simply under obligation of proving that a contact between the internet user and the ADVERTISER took place pursuant to its intermediary, using the tracking methods specified in the previous paragraph. REACTIVPUB S right to payouts acquired for all visits and/or operations which take place during the enforcement term of the contract between the Parties. Said right exists even when operations performed by the internet user on the ADVERTISER S website, did not go through the REACTIVPUB network but that said visitor went through this network within three months preceding such operation, unless otherwise stated on the PARTNERSHIP PROGRAMME. The Company REACTIVPUB shall keep all evidence which is used as a basis for drawing up PARTNERS' payments available for the ADVERTISER When the advertising order is signed by the ADVERTISER and specifies a price for CPL or CPS, the ADVERTISER is authorised to consider any operation as invalid (filling in a form, product or service purchase). The ADVERTISER shall inform REACTIVPUB using any means and as the former deems necessary of the number, nature and amount of cancelled operations, and further, on the grounds for such cancellations. The number of cancelled operations shall not exceed 5% of the total number of recorded operations. REACTIVPUB - REACTIVPUB GENERAL SALES CONDITIONS 5

6 If the ADVERTISER fails to inform REACTIVPUB of an operation s cancellation within the validation deadline, said operation shall be definitively considered as valid, and the corresponding commission right shall be definitively acquired by REACTIVPUB. The ADVERTISER hereby declares that the latter knows that the REACTIVPUB PLATFORM automatically records operations performed between the internet user and the ADVERTISER The price specified on the advertising order is understood as excluding VAT and possible current or future taxes which may be owed at the time of the PARTNERSHIP PROGRAMME. Invoices are drawn up at the end of each delivery month. The ADVERTISER S account shall be closed and settled in the event of relationship termination for any reason whatsoever. Account closure shall result in REACTIVPUB drawing up a final balance on expiry of the validation deadlines for all PARTNERSHIP PROGRAMMES undertaken in the framework of the advertising order. 10- METHOD AND BURDEN OF PROOF Due to the entirely computerised character of REACTIVPUB services, the Parties acknowledge that the ADVERTISER may not demand that REACTIVPUB provides other evidence of services performance than the operational tracking of actions performed on the AFFILIATE NETWORK PLATFORM, tracking which shall evidence the reality of operations performed in the scope of the PARTNERSHIP PROGRAMME(S) on the AFFILIATE NETWORK PLATFORM, until proved otherwise by the ADVERTISER. 11-LIABILITY AND WARRANTY The ADVERTISER alone is responsible for all relationships with the latter s clientele who place orders for the concerned products, and originate from REACTIVPUB PARTNERS network. The ADVERTISER alone shall be responsible for the contents of the latter s PARTNERSHIP PROGRAMMES. Nevertheless, the ADVERTISER undertakes that such description and the images of said Party s PARTNERSHIP PROGRAMMES shall comply with all French legislation, in particular legislation relating to advertising and promotion, distance-selling, literary and artistic property, individuals rights to control the disclosure of their name and image, and all practices generally acknowledged by the profession in France. REACTIVPUB reserves the right to refuse all or part of a PARTNERSHIP PROGRAMME of which the content may harm the latter s image or partners thereof, which the ADVERTISER expressly acknowledges. REACTIVPUB - REACTIVPUB GENERAL SALES CONDITIONS 6

7 Any PARTNERSHIP PROGRAMME wherein the subject matter of a claim or sentence and of which REACTIVPUB is informed by registered letter shall be deleted within 24 hours as of reception of such information at the latest. 12- CONFIDENTIALITY AND INDUSTRIAL PROPERTY REACTIVPUB shall ensure the protection of all information which it collects in the scope of relationships between REACTIVPUB and the ADVERTISER. Said Party agrees not to disclose any information supplied, technical formula or design of which it may become aware. REACTIVPUB agrees to comply with the ADVERTISER S confidentiality and industrial property clauses of which it may be informed The REACTIVPUB software, an Internet partnership management tool, is REACTIVPUB property. Accordingly, the ADVERTISER is solely the temporary user thereof during the current operations' Term. The ADVERTISER undertakes not to misappropriate the design or any other element of REACTIVPUB software either for its own purposes of those of a third party. The AFFILIATE NETWORK provided to the ADVERTISER by REACTIVPUB, in the framework of advertising order performance, is owned by REACTIVPUB alone. Accordingly, the ADVERTISER is simply a temporary beneficiary thereof during the advertising order term. The ADVERTISER agrees not to appropriate the PARTNERS of the REACTIVPUB DATABASE who relay its campaign during the operations term, for at least 3 months, either for said Party s own purposes or for those of a third party. If the ADVERTISER fails to comply with this clause, REACTIVPUB shall demand lump-sum compensation amounting to 7,500 euros. 13- TERM DENUNCIATION - TERMINATION 13.1 The General Sales Conditions shall be enforced as of the signature date of the advertising order and for the term specified therein If either Party fails to perform any one of the obligations incumbent thereon and insofar as the other Party deems necessary, this shall be terminated ipso jure 8 days after addressing notice to perform by registered letter with acknowledgement of receipt specifying the pending obligation or obligations, to no avail In all cases of termination, the Parties shall delete all hardcopy or computerised communication and information mediums, and all references to the other Party, as soon as possible. 14- PARTIES INDEPENDENCE NON EXCLUSIVITY REACTIVPUB - REACTIVPUB GENERAL SALES CONDITIONS 7

8 REACTIVPUB and the ADVERTISER are totally independent with respect to their sales policies beyond the provisions specified in the framework of the General Sales Conditions. 15- NULLITY OF A PROVISION If any one of the provisions set forth herein were declared as null and void due to rule of law or a currently prevailing law, such provision would be deemed as unwritten and would not entail the nullity of the advertising order. 16- APPLICABLE LAW - POWER OF JURISDICTION This Agreement is governed by French law. If no amicable settlement can be reached, any disputes during or pursuant to expiry hereof relating to contract interpretation or performance shall be referred by the most diligent party to the Commercial Court of Nanterre, notwithstanding several defendants or warranty implementation, and even for urgent or precautionary proceedings. 17- TERRITORY This policy concerns French territory. REACTIVPUB - REACTIVPUB GENERAL SALES CONDITIONS 8