Terms of Services
Welcome to 2Performant.com – a marketplace for performance marketing programs dedicated to e-commerce industry – an affiliate network with a new approach (the “Platform“, as defined in Section 2 below).
In order to use the Platform, You have to agree on this entire document, which constitutes the legal binding agreement between our Users (You) and Us (“2Performant“, as defined in Section 1 below) and governs all relationships between them (the “ToS” as defined in Section 2 below).
We may amend this document from time to time and we will announce this in the Platform. If you have a 2Performant account, please follow our announcements within the Platform, regarding the amendment / update of ToS and check the latest version of ToS.
We’re sure You’ve seen this kind of documents hundreds of times before, but please read it carefully before creating an account and use Our Platform.
We’re very serious about respecting all applicable laws AND about respecting this legal agreement in all aspects.
- Everyone is here to learn and make money in a respectful manner. We are kindly asking You to keep all discussions and correspondence on a civilized level but taking into account cultural and personality differences;
- We believe that if there is no bad faith, any problem can be solved through communication and a problem-oriented attitude, in a professional manner; We are here to work together for the long run and We wish to build long-lasting, win-win-win relationships, intended to bring value added to each partner;
- Online marketing is constantly evolving: new traffic sources and new advertising formats arise every day and consumers’ shopping decisions are influenced in ever so different manners. If a partner does something you do not understand, do not assume that it is something wrong or it is in bad faith. Always ask before drawing any conclusions and always try to see things from Your business partners’ perspective;
- We are as transparent as we can be, subject to restrictions on confidentiality and / or the protection of personal data;
- We are a marketplace, not a marketing agency or advertising network. We bring you together in a marketing competition where we offer the technical means to collaborate and compete, but we do not guarantee (immediate) sales, volumes, or the achievement of any parameters. We strive to attract better and more motivated partners to get more sales together.
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We approach marketing in the Platform as a competition in which all Users participate and compete to obtain – based on their own techniques, strategies, knowledge, and skills – the most Sales (“Competition“).
While the Affiliate Competition is based on the individual effort of each Affiliate and the Sales it generates in the Affiliate Programs of all the Advertisers it collaborates with, the Advertiser Competition is based on the joint effort – of each Advertiser, together with its Affiliates team – to generate as many Sales in its Affiliate Program.
The Competition is structured and is available for several categories of Users, both for beginners and advanced.
All Users who register a certain number of clicks (exclusively for Users who do not meet the Sales Threshold criterion) or of Sales during 4 consecutive weeks before the start of the Competition season, will be included in a certain section of the Competition, as detailed in the Business League Section of the Platform.
The Competition will take place only between Users in the same section.
The Competition takes place recurrently, split in seasons, as detailed in the Business League Section of the Platform. In the same section of the Platform you can find all the details of each season of the Competition, the rankings of the Users and the benefits granted to the winners.
The seasons of the Affiliate Competition may be different from those dedicated to Advertisers and may take place at a different time of year.
For clarification, the Sales based on which the winners of each season of the Competition will be automatically determined in the Platform are determined exclusively based on the Tracking made by 2Performant within the Platform.
The rankings of Users within the Competition are available to all Users of the Platform and will include information such as the number of clicks and Sales made by each Affiliate (in the case of Affiliate Competition) or registered in each Advertiser Affiliate Program (in the case of Advertiser Competition).
To be up to date with the rules applicable to each season of the Competition as well as with the ranking of Users and the benefits granted to the winners of each season, for each section of the Competition, please check the Business League Section of the Platform, periodically.
1. PARTIES
2. DEFINITIONS
User(You) means Affiliates and/or Advertisers, either individually or collectively, as the context requires;
3. REGISTRATION
4. WORKING TOGETHER
5. TRACKING
5.1. 2Performant makes available, through the Platform, the technical means for the creation and management of Affiliate Programs by Advertisers. In order to identify completed Actions and assign related Commissions, 2Performant ensures, through the following cumulative tracking mechanisms, the monitoring of traffic directed by Affiliates to the Websites Advertisers, as well as Actions generated by Customers redirected through Affiliate Traffic Sources. The Platform also provides technical means for calculating, invoicing, collecting and paying Commissions.
5.2. The platform uses the following cumulative monitoring (tracking) systems (collectively, “Tracking/Monitoring“):
5.2.1. Tracking code The monitoring carried out by 2Performant through the tracking code is based on 2 main tools:
- (i) The Tracking Code, which must be installed by Advertisers on their “Action Confirmation” pages or thank you pages, where it must be kept correctly integrated and functional for the entire duration of the collaboration with 2Performant; and
- (ii) Cookies, which are to be added to the Clients’ browsers when they click on any Promotion Tool.
Cookies are added to Customers’ browsers when they click on a Promotional Tool. Once redirected through 2Performant, the Cookies are integrated in the Client’s browser, even if the Promoted Website is not visited by the Client. Thus, Cookies are used to monitor Actions completed by Advertisers with Customers targeted through the Promotion Tools used by Affiliates active in Affiliate Programs, during each Recurrence Period.
5.2.2. The assignment code and the Cookie Generation Code
In this case, the monitoring carried out by 2Performant is based on the following main tools:
- (i) A Cookie Generation Code, which must be added by the Advertiser on all the Website pages or kept correctly integrated and functional for the entire duration of the collaboration with 2Performant; and
A Cookie Generation Code, which must be added by the Advertiser on all pages of its Website and must be kept correctly integrated and functional for the entire duration of the collaboration with 2Performant.
When a User clicks on a Promotion Tool published by an Affiliate and reaches the Advertiser’s Website, the Cookie Generation Code verifies through 2Performant the validity of that Affiliate, the conditions of the Affiliate Program and the relationship between the program and the Affiliate and, if they are according to the ToS, confirm the Cookie Generation Code that a cookie can be added to the User’s browser, from the Advertiser’s Website. If a User who clicked on the Promotion Tool published by the Affiliate, places an order during the Recurrence Period, the User reaches the Advertiser’s Actions completion page and the Assignment Code is activated which sends the Affiliate’s data to 2Performant (from cookie) and about the completed Action (order value, order ID, description); and An Assignment Code (new, additional to the Tracking Code) that must be installed by the Advertiser on the Actions completion page. Advertisers must keep the Attribution Code correctly integrated and functional for the entire duration of the collaboration with 2Performant, based on these ToS. - (ii) An Assignment Code (different from the Tracking Code) that must be installed by the Advertiser on the Actions completion page. Advertisers must keep the Attribution Code correctly integrated and functional for the entire duration of the collaboration with 2Performant.
5.3. Process description
5.3.1. Once it has registered its Account on the Platform and before the launch of any Affiliate Program, the Advertiser:
- must integrate/install the Tracking Code provided by the 2Performant Platform (in the section dedicated to the details of the Affiliate Program) in the “Action Confirmation” pages or in the “thank you pages”) of its Website. The Tracking Code is designed to monitor Customers referred by Affiliates to Advertisers’ Websites and to record Actions completed by such Customers during the applicable Recurrence Period. The Tracking Code provides the Platform with information regarding the price of the Action performed by the Customer as well as the details of the order (as provided/established by the Advertiser). Based on this information, the Platform ensures the calculation of the Affiliate Commission.; and
- must integrate/install on all pages of its Website, the Cookie Generation Code provided by the 2Performant Platform; and
- must integrate/install the Assignment Code provided by the 2Performant Platform on the Actions completion pages (“thank you pages”) of its Website. The Assignment Code allows 2Performant to receive information regarding the completion of Actions from Affiliates. 2Performant uses this information to register, validate and report the completion of Actions, for the purpose of allocating Commissions.
2Performant has the right to verify the accuracy of the integration/installation of the Tracking Code, the Cookie Generation Code and, respectively, the Assignment Code, for each new Advertiser registered in the Platform and may perform periodic checks to detect any inaccuracy, in order to ensure the correctness of Customer Tracking and Actions completed on the Advertiser’s Website.
5.3.2. In the event that any of the Tracking Code, the Assignment Code or the Cookie Generation Code is not (correctly) installed or is removed, disabled, inactive or is in any other way non-functional (“Faults”), 2Performant has the right to suspend immediately (temporarily disable) the Advertiser’s account from the Platform, without any formality, as well as to obtain compensation from the Advertiser for the duration of the Defects.
5.3.3. Thus, in addition to other remedies available to 2Performant, the Advertiser owes and will pay 2Performant compensation for Defects, for their entire duration, as follows:
a)if the Defect/s concern only the Tracking Code
The duration of the Failures is the time interval starting from the date on which the last Commission was generated from the respective Affiliate Program (or, as the case may be, the date on which the Affiliate Program began, if there are no Commissions generated), until the moment in which Defects have been fixed.
- The compensations owed by the Advertiser to 2Performant are calculated, in this case, as follows2: if more than 6 months have passed since the start of the Affiliate Program, until the discovery of the Defect, the compensations owed by the Advertiser will be calculated based on the value average Commissions Accepted in the respective Affiliate Program, during the 3 months prior to the discovery of the Fault, pro rata with the Duration of the Fault;
- if less than 6 months have passed since the beginning of the Affiliate Program, until the Defect was noticed, or if there was no Commission generated by the respective Affiliate Program, compensation will be calculated based on the value average of the Commissions Accepted in the same category of Programs run through the Platform (which also includes the Affiliate Program in respect of which the Defect was discovered), during the 3 months prior to the discovery of the Defect, in proportion to the Duration of the Defect;
- if from the beginning of the Affiliate Program until the Defect was discovered is less than 6 months, or if there were no Commissions accepted in the respective Affiliate Program, and no Program from the same was run through the Platform category with the Affiliate Program affected by the Defect, compensation will be calculated based on the average value of the Commissions Accepted by the Programs still active in the Platform, during the 3 months prior to the discovery of the Defect, in proportion to the Duration of the Defect.
For the avoidance of doubt, any commissions generated in the 2Performant Affiliate Master Account (i.e. the account used for testing the Tracking Code) are not taken into account.
2Performant shall immediately deduct the reimbursement from the Advertiser’s 3 Guarantee, and shall use them to pay Affiliate Commissions for the entire Defect Period to all Affiliates participating in the respective Affiliate Program.
The amount of Affiliate Commissions thus due will be calculated based on the number of clicks directed by each Affiliate to the Advertiser’s Website, during the Duration of the Failure, multiplied by the value of the click. The value of the click is determined by dividing the amount of penalties (as deducted from the Advertiser’s Guarantee) divided by the total number of clicks directed to the Advertiser’s Website by all Affiliates during the entire Duration of the Failure.
b) If the Defect/s concern only the Assignment Code and/or the Cookie Generation Code (any of them)
The value of all Commissions owed by the Advertiser in the Affiliate Program affected by the Defect is increased by 20% and will be owed and paid by the Advertiser for the entire duration of the Defect. In this case, the duration of the Failure is between the start date of the Affiliate Program and the date on which the Advertiser installed, correctly and functionally, the Assignment Code and the Cookie Generation Code (cumulative).
c) If the Defect/s concerns both the Tracking Code and any of the Assignment Code and the Cookie Generation Code
The advertiser will owe and pay 2Performant, cumulatively, the compensations mentioned in point a) to which are added those mentioned in point (b) above.
The Platform generates unique codes for the Promotional Tools, which will be displayed by the Affiliates for each Promotional Tool used, thus ensuring a proper Tracking of the Actions completed by the Clients who were directed by the Affiliates within each Affiliate Program.
5.4. The Platform generates unique codes for the Promotional Tools, which will be displayed by the Affiliates for each Promotional Tool used, thus ensuring a proper Tracking of the Actions completed by the Clients who were directed by the Affiliates within each Affiliate Program.
Statistics available in the User Account
5.5. Statistics available in the User Account
Information collected regarding online traffic (whether directed or received and Actions completed) is made available by the Platform, both in detail (one by one, in the case of Actions) and in aggregate form, in the Statistics Section. 2Performant statistics are always available to the User, in his Account, where he can check at any time the number of Clicks directed/received, the Promotion Tools that have been used, as well as the Commissions generated and their status. These statistics are automatically generated by the Platform.
Information collected regarding online traffic (whether directed or received and Actions completed) is made available by the Platform, both in detail (one by one, in the case of Actions) and in aggregate form, in the Statistics Section. 2Performant statistics are always available to the User, in his Account, where he can check at any time the number of Clicks directed/received, the Promotion Tools that have been used, as well as the Commissions generated and their status. These statistics are automatically generated by the Platform.
5.6. Business League
5.6.1. Information displayed in the Business League can be viewed by all Platform Users. For Advertisers the Platform displays in the Business League section the following information: conversion rate, earning per Clicks, approval rate by number, time to payment, the number of Clicks and Sales generated in the Competition, as well as the number of Affiliates sending traffic (displayed as team size) and the number of Affiliates generating Sales (displayed as team performance).
5.6.2. For Affiliates the Platform displays in the Business League section the following information: the conversion rate, the average order value, the number of Advertisers for which the Affiliate sends traffic (displayed as portfolio size) and the number of Advertisers for which the Affiliate generates Sales (displayed as portfolio performers).
5.6.3. For both Affiliates and Advertisers, the Platform automatically computes a Performance Indicator (rating) that is displayed in the Business League section. Performance Indicator is a numerical rating system for both Advertisers and Affiliates on a scale from 1 to 5. The rating is based on multiple Platform indicators and is to be used to benchmark the performance of each Advertiser or Affiliate against their respective industry or peers.
5.7. 2 Performant always has the right to use such data (such as those mentioned in paragraphs 5.6. “Statistics available in the User Account” and 5.5. “Business League above), either fully or partially, in anonymized and/or aggregated form, for marketing or statistical purposes.
5.8. For the avoidance of any doubt, only the Tracking carried out by 2Performant is relevant for the identification of completed Actions and the calculation of the Commissions owed, accumulated.
5.9. 2Performant uses only “Last Click Attribution” model – meaning that each Cookie placed by a click of a Client on an Advertising Tool overwrites any potential previous Cookies placed through other Traffic Sources – so the last Affiliate who redirected the Client before an Action (during applicable Cookie Life) is entitled to earn the corresponding Affiliate Commission.
5.10. In order for an Affiliate to be entitled to use an Advertising Tool he has to participate in the relevant Affiliate Program. The Advertising Tools placed by Affiliates that are not active (any more) in the Affiliate Program – either following (temporary) suspension of their Accounts, Advertisers refusal to accept Affiliates participation in their Programs, termination of these ToS, etc – do not redirect clicks to the Advertisers Websites and do not add Cookies. Should this be the case, irrespective if Clients complete any Actions for the Advertisers the Platform does not register them for the purpose of Commissions and neither 2Performant nor the Advertisers have any obligations to pay any Commissions.
5.11. Cookies are vastly used by online services to improve and customize Clients browsing experience and deliver better advertising. If however a Client disables cookies in a browser, it is outside the Tracking area of 2Performant’s Platform and the Actions cannot be Tracked and recorded in the Platform, 2Performant being released from any liability in relation thereto, by both Advertisers and Affiliates.
Subject to the terms and conditions herein, 2Performant shall use reasonable efforts to ensure maintenance and operability of the Platform at all time.
6. COMMISSIONS
- an Action has been completed by a Client on the Advertiser Website;
- Advertiser received full price for the respective Sale, in case the Action consists in a Sale or, as the case may be Advertiser received confirmation of Action, if the Action consists in a Lead;
- there are no errors identified by the Advertiser in relation to the relevant Action and no Products (involved in the relevant Sale, should this be the case) have been returned to Advertiser and there are no doubled item and no refund made to the Client;
- Affiliate fully complied with the relevant Affiliate Programs terms (including interdiction to use fraudulent methods or Artificial Traffic).
In the case of completed Actions whose value was later modified (for whatever reason, e.g. insufficient Product stock, Products return, etc) a proportional corresponding amendment of corresponding Affiliate Commission will be done.
- Pending: is the first status that a generated Commission has. When an Affiliate Commission has the ‘Pending’ status it means that an Action has been completed as per these ToS and the cumulative fulfilment of conditions set forth above is checked by the Advertiser;
- Rejected: it means that the Commission is not eligible for payment it is not owed and it will not be paid by Advertiser. A Commission may be rejected if any of the conditions above is not met;
- Approved4: it means that, as a result of all cumulative conditions above under this Section 6 being met, or the Approval Time elapsed without the Commission having been rejected by Advertiser; in case the Approval Time is not respected by Advertiser, Commissions are automatically Approved by the Platform and shall be deducted and paid out of the Advertiser’s Deposit;
- Payable: it means that the Commission is eligible for payment to the Affiliate, automatically after being approved in a pre-paid Affiliate Program or after having been paid by the Advertiser for a post-paid Affiliate Program; Commission is eligible for payment and it will be paid subject to the Affiliate request, as per these ToS;
7. PAYMENTS
7.1. Advertisers
If the Deposit balance becomes €0 or lower, 2Performant will notify the Advertiser and the enrolled Affiliates and it is entitled to suspend (temporarily deactivate) the Affiliate Program from the Platform – meaning that:
- no Advertising Tools will be functional
- no traffic will be received in the Advertiser Website
- the Commissions will be generated6 if the Actions are completed during the Affiliate Program’s Cookie Life and, if the case may be, an Affiliate Program’s Cookie Life has not yet passed since the Advertiser announced the closure of the Affiliate Program with a prior notice
- Approved (as per these ToS), the Affiliate Commission immediately becomes Payable (except in case of post paid contracts);
- Rejected by Advertiser within the Approval Time, the Advertiser’s Deposit account shall be reimbursed with the corresponding Commission.
7.2. Invoicing
7.3. Affiliates
7.3.1. The Approved Affiliate Commission shall be disbursed to the entitled Affiliate within 7 days from receiving valid payment request, if the following cumulative conditions are fulfilled:
- Approved Affiliate Commissions reaches minimum disbursement amount of EUR 25 or RON 100 7 – no 2Performant bonuses included, and
- the Affiliate’s payment profile in his Account is fully and accurately filled in; and
- the Affiliate re-confirms its adherence to the ToS in force at that time, by checking the button Submit in the Platform, and
- The Affiliate submitted a payment request in regards of affiliate commissions, And
- Applicable only to affiliated legal entities the affiliate uploaded into the platform the fiscal invoice for the requested commissions (“affiliate’s Invoice”)
Notwithstanding anything to the contrary, if the minimum disbursement amount has not been attained, it will remain in the Approved Affiliate Commission Account until the minimum disbursement amount is reached and the affiliate submits a payment request. No amount will be owed by 2Performant and will not be requested by the affiliate that have not been yet disbursed to Affiliate.
7.3.2. Having once received a valid payment request from an Affiliate, 2Performant will issue and transmit a fiscal invoice in amount of 2 Euro plus applicable VAT, as provided by legislation; the amount represents operational costs related to withdraw request (“2Performant Invoice”). 2Pefroment invoice will be issued in lei, for private individuals or legal entities from Romania, the amount being converted in lei (RON), at the exchange rate of Central European Bank or at the exchange rate of any National bank or at an exchange rate established by 2Performant, based on an official National Exchange rate, available to all users and published on the platform. By signing the TOS, the Affiliate acknowledges his expresses and explicit agreement to offset his obligations to pay the amounts reflected in the 2Performant Invoices, with 2Performant’s obligation to pay the Affiliate Commissions. Thus, 2Performant will pay the Affiliate the value of the Affiliate’s Commissions (for which the payment conditions are met) reduced by the value of the 2Performant Invoice, without the need for any other agreement or formality other than those provided in this ToS.
7.3.3.2Performant Invoice will be accompanied by a notification that will be issued electronically by the Platform and sent to the Affiliate who will be also informed by e-mail. Notification will include information regarding:
- (i) the exact amount to be paid to the individual Affiliate, after retaining at source all due (withholding) taxes,and after the compensation with the 2Performant Invoice value, and respectively,
- (ii) the exact amount that needs to be paid to the affiliate company after settling the 2performant invoice, through compensation.
Same notification procedure applies when the requested payment is effectively performed.
By way of example:
- (i) In the case of Affiliates who are foreign individual persons, who do not provide 2Performant with a valid tax residency certificate, 2Performant will deduct from the amount of Affiliate Commissions owed, the tax on non-residents, in the amount of 16% (as its value could be modified by applicable legislation).
- (ii) Legal entity affiliates that do not reside in Romania remain fully and exclusively liable for any and all applicable fees and/or taxes in accordance with applicable law, with respect to income received or accumulated under these ToS. The deductions will be made by 2Performant based on the Conventions for the avoidance of double taxation or the Fiscal Code, as the case may be; .
- (iii) In the case of Romanian Affiliates, additional requirements may apply, in accordance with applicable legislation. In regards, the affiliates – Romanian legal entities, the Commissions due are paid in full, without any deduction in terms of taxes, in exchange for the invoices issued, in advance, by the Affiliate (VAT-bearing or not, depending on the applicable local legislation) and loaded into Platform.
For clarification, the information mentioned in paragraphs (i)-(iii) above, regarding the withholding tax, are indicative, being subject to the legal provisions applicable at the time of reference, the latter prevailing.
7.3.4. The amount due to the Affiliate, reduced by the fees and charges related to the transfer (e.g. fees and bank charges in connection with the bank transfer and the method of payment and/or payment services) will be paid to his bank account specified in the payment profile
7.3.5. 2Performant, in its sole discretion, may perform marketing campaigns, offer bonuses or vouchers for both Affiliates and Advertisers. Any and all payments under these ToS will be referred to in €, with a detailed view in RON, for Romanian Affiliate Programs. Any other currencies used in relation to Actions or other operations (including corresponding Commissions) will be converted in €, by using an exchange rate-European Central Bank, any National Bank exchange rate or a exchange rate established by 2Performant based on official national exchange rates available for all Users and published by the Platform.
2Performant may freely choose to use any money transfer service to facilitate payments between participants to the Platform.
8. DUTIES/ WARRANTIES/ INDEMNIFICATIONS
8.1. Any and all Users undertake, represent and warrant to each other and to 2Performant that:
- information provided to 2Performant and to each other (including but not limited to the one concerning identity, personal data and websites) is, and shall continuously be during the entire term of its collaboration with 2Performant, accurate, complete and reflecting reality, in all respects; and
- they shall keep confidential all company or business information and knowledge of the other parties to these ToS that is made accessible in connection with these ToS and that has been indicated as confidential or that are recognizable as business or company secrets in other circumstances, even after the termination of the ToS. In case of doubt, all information must be considered confidential; and
- they shall comply with and shall observe in all respects any and all applicable laws and regulations (including those concerning advertising operation, unsolicited advertising “SPAM“, as required under Romanian Law 365 (r1)/2002 regarding electronic commerce, transposing Directive of the European Parliament and of the Council 2000/31/CE); in particular, in accordance with the applicable laws, the consent of any recipient shall be obtained by the Affiliate prior to sending any emails containing or referring to Promotional Tools; subject to 2Performant prior request, the Affiliate shall submit to 2Performant evidence in writing of such recipients’ consent. Affiliates are fully responsible for all actions or lack thereof which result or are related in any way from breaking any law (including but not limited to “SPAM”) or cause any prejudice; and
- they duly hold (and shall continuously be holding during their entire collaboration with 2Performant) all ownership and, as the case may be, intellectual property rights (including but not limited to copyright, licenses, rights of use etc.) of their websites, Traffic Sources as well as for any and all information, texts, images, sounds, products, and other elements used during their collaboration with 2Performant, that are or may be protected by copyright and/or other intellectual property rights and no rights of any third parties (e.g. copyrights, trademarks) are violated; and
- they shall not defame or otherwise slander or libel the other Users or 2Performant in any way and shall refrain from any acts and/or facts that may contradicts, conflicts, damage or, in any way, negatively impact the Platform, its security, operation or functionalities and/or 2Performant’s rights and/or interests.
8.2. Any and all Affiliates undertake, represent and warrants to 2Performant and to Advertisers that:
- they shall not generate, allow, determine or in any way contribute to generation of Artificial Traffic in relation to their activity in the Platform and/or collaboration with 2Performant. For the purpose of these ToS Artificial Traffic includes: (i) procuring any Sales, Leads or Commissions otherwise that in strict compliance with all the applicable legislation and these ToS; (ii) abusively using any Advertising Tools, or other features available in the Platform, or using any of them otherwise than in strict compliance with these ToS (e.g. cookie injection, pretending or faking any Sales, for example, by entering fake third party’s data or without authorisation, using Advertising Tools that enables tracking although it is not displayed,pop-ups, pop-unders etc); and
- they shall notify all visitors of its websites where Traffic Sources, Promotional Tools or Advertising Space are incorporated or placed, that they are being Tracked through cookies and shall comply and observe any and all applicable laws and regulations in relation thereto (including Directives of the European Parliament and of the Council 2009/136/CE, 2002/22/CE and 2002/58/CE, as transposed in Romanian legislation by Government Emergency Ordinance 13/2012 and Law 506/2004, as further amended).
- they shall not bid in Google AdWords or any other search advertising platfom on keywords containing the Advertisers’ brands (or variations) or the Advertisers’ domain names (or variations).
8.3. Any and all Advertisers undertake, represent and warrants to 2Performant and to Affiliates that:
- they hold (and shall continuously be holding, during their entire collaboration with 2Performant) all authorisations, approvals and permits required by law to conduct their business (including ecommerce run through their Websites registered with the Platform), they hold (and shall continuously be holding, during their entire collaboration with 2Performant) full title to provide and sell their Products, and neither Affiliates nor 2Performant may be held liable in relation thereto; acknowledge and expressly release 2Performant and the Affiliates from any liability in connection with or in relation to any Products; and
- they are fully liable for the Advertising Tools available in the Platform. 2Performant cannot be held liable in relation thereto and, in particular, 2Performant is not obliged and cannot be held responsible for reviewing, verifying, guaranteeing or assuming any responsibility for the correctness, accuracy, completeness, compliance with the applicable legislation or fitness to the Affiliate’s business of the Advertising Tools provided by the Advertisers. Shall keep the Advertising Tools updated during its entire collaboration with 2Performant; and
- they acknowledge and agree that 2Performant will collect and remit charges and taxes for any completed Sale, where it is legally required to do so. Where 2Performant does not collect and remit such charges and taxes (should it be thus required by law), the Advertiser may have the legal obligation to pay such taxes and charges and if such an obligation arises the Advertiser will be solely responsible for the timely payment of such tax and charges and any interest or penalties; and
- they shall keep the Tracking Code, Cookie Generation Code and Attribution Code duly installed during their entire collaboration with 2Performant; and
- they shall provide grounded and detailed reasons to 2Performant, when they (always in strict compliance with these ToS) Reject Commissions; and
- they shall not promote their own Websites through their Affiliate links with the purpose of overwriting Clients cookies; and
- they shall increase the Approval Time only after having notified their Affiliates in advance with the number of days equal to the Program’s Cookie Life time, but not more than 30 days in advance; and
- for the entire term of this agreement and for a further period of one year after termination of its collaboration with 2Performant, the Advertiser shall not – either directly or indirectly – enter into any contractual relationship with any of the Affiliates that have participated in the Affiliate Programs ran within the Platform. In the event of violation of the aforementioned obligation, the Advertiser shall pay a minimum contractual penalty to 2Performant for each violation equal to €1,000, without prejudice to any other remedies available to 2Performant.
9. PLATFORM RIGHT OF USE
- forward or make said applications or data, partially or in their entirety, available to third parties nor to facilitate their access thereto,
- modify or otherwise alter said applications or data partially or in their entirety,
- use said applications or data to create a database of their own and/or an information service.
10. DATA PROTECTION
As owner and operator of the Platform, 2Performant is committed to compliance with all relevant EU and EU Member State laws in respect of personal data, and the protection of the “rights and freedoms” of individuals whose information 2Performant collects and processes in accordance with the General Data Protection Regulation (UE) 2016/679 (“GDPR”). GDPR strengthens the protection of the individual’s right to personal data protection, reflecting the nature of data protection as a fundamental right for the European Union and it will come into effect on 25 of May 2018. All processing of Your personal data shall be in accordance with the data protection principles set out in Article 5 of the GDPR and both the Platform and 2Performant internal policies are designed to ensure compliance with such principles.
Please read this Privacy Policy carefully. Please check it, from time to time, as it may suffer amendments, revisions or restatements. If You do not agree with it, please stop using the Platform and the Services and stop providing any personal data to us.
You may find our Privacy Policy at https://2performant.com/privacy-policy/
11. CONFIDENTIALITY
Users agree and explicitly confirm that 2Performant may compile statistics or summaries regarding the use of the service available on the Platform and, for this purpose, may use any general information about Users, for marketing and advertising purposes (e.g to improve the service), to the extent that such information does not include confidential information or the know-how of Users. Users agree and explicitly confirm that information such as the number of Clicks and/or Actions performed, earnings per Click (EPC), the number of Affiliates sending Traffic, and the number of Affiliates generating Sales for each Advertiser is not confidential information or know-how of Advertisers or Affiliates and, therefore, it may be displayed on the Platform and it is not subject to any confidentiality restrictions provided in this paragraph or otherwise.
12. TERM AND TERMINATION
13. LIABILITY
13.1. 2Performant liability. Limitation of liability
13.2. User Liability
14. GOVERNING LAW
15. SEVERABILITY
16. MISCELLANEOUS