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Terms & Conditions
These Regulations define the rules of cooperation with the NetsenseAPP Advertising Network.
Last updated: March 1, 2022
§ 1 Definitions
Whenever in these Regulations reference is made to the terms given below, the Parties agree that they shall have the following meaning:
1. Ban – excluding the Application from the possibility of displaying Ads
2. Contact Form – the contact form made available on https://netsenseapp.com in the Contact tab, enabling the Publisher to submit the Application to NetsenseAPP network.
3. Settlement period – a recurring period for which the Publisher's remuneration is calculated according to the rules described in these Regulations.
4. Publisher's Panel – an individual panel made available to the Publisher by NetsenseAPP network, ensuring access to the Publisher's account, secured with a login and a password. This panel is essential to start cooperation with the network, as it contains data of the entity (including the natural person) owning the Applications, their contact data, statistics (on ads displays in the Applications), the percentage of NetsenseAPP network's commission and other important information.
5. Programmatic Platforms – technological platforms managed by Netsense APP, intended for automatic sales and ads displays in Applications.
6. Programmatic – automatic means of ads purchasing and selling in real time, primarily online.
7. Advertising space – a place within the Application where an advertising form can be placed.
8. Income – the net value of services generated by NetsenseAPP by managing cooperation with Programmatic Platform operators and Advertisers in connection with Ads displays on the Application in the space managed by NetsenseAPP.
9. Regulations – these Regulations on cooperation between the Publisher and NetsenseAPP Advertising Network.
10. Ad – advertising materials for publishing in one or more Applications, promoting one entity (advertiser) and displayed via Programmatic Platforms according to the rules specified in these Regulations.
11. Advertiser – an entity cooperating with NetsenseAPP based on rules separate from these Regulations, ordering the publishing of direct ads from NetsenseAPP.
12. Traffic – all counted and correct views, clicks, redirections and transactions in total.
13. NetsenseAPP Network – an Internet advertising network organised and managed by a qualified team of experts with many years of experience in the field in question.
14. Adserver system – the system used by NetsenseAPP to manage the display of advertising forms in Applications and displaying ads based on eCPM (effective CPM, i.e., the rate for the sale of 1000 ad views), that is, starting with the one sold at the highest price. This technology integrates automatic and traditional Internet ad sale channels in order to maximise income and use advertising space in the Application.
15. Artificial traffic – the number of views, clicks as well as redirections and transactions concerning an advertising form constituting the Ad – in particular manually and by using any device, program or electronic means.
16. Net-net value for a given settlement period for the Publisher – net value for a given settlement period less the advertising commission due to NetsenseAPP network stipulated in these Regulations.
17. Application – the Publisher's application in which NetsenseAPP will display Ads according to the rules specified in these Regulations (Applications shall be submitted by the Publisher via the Publisher's Panel and accepted by NetsenseAPP).
18. Publisher – an entity (including a natural person) having the legal title and the possibility to use a space suitable for the placement of advertisements on at least one Application.
§ 2 Cooperation rules
1. The subject of these Regulations is the determination of cooperation rules between the Parties regarding ads displays in a designated space in the Publisher's applications.
2. The Publisher represents that it is authorised to use advertising space in the Application to the extent enabling the implementation of the provisions of these Regulations.
3. NetsenseAPP represents that it manages the adserver system within which it may provide services described in the Regulations.
4. The Publisher undertakes to provide NetsenseAPP with advertising space with the aim to place advertising forms provided by NetsenseAPP, according to the rules specified in the Regulations. The Publisher assures that this provision does not breach any third-party rights.
5. In order to start cooperation with NetsenseAPP network, a potential Publisher shall read and accept the contents of these Regulations.
6. Registration in the Publisher's Panel in NetsenseAPP network shall be free-of-charge.
7. By filling in the Registration Form, the Publisher represents that it is authorised to register the Application in NetsenseAPP's network, and the data given by it are complete and correspond to the actual situation and do not breach any third-party rights.
8. Cooperation shall be established once the Publisher has been verified and authorised by representatives of NetsenseAPP network. The authorisation shall consist in granting a potential Publisher the Publisher status and providing it with essential data, such as for example a set of codes to be implemented in the Application. If data in the Publisher's Panel are incorrect or incomplete, NetsenseAPP may request the Publisher to supplement them.
9. The Publisher shall be obliged to implement display codes in the Application and ensure uninterrupted display during the entire period in which the Parties will cooperate. If the provisions of this section on not removing display codes are breached or if the display codes made available by NetsenseAPP are changed in the Application, the Publisher shall lose the right to remuneration for the settlement period in which this breach occurred or persisted.
10. The Publisher undertakes not the implement any display codes in the Application that contain the following content:
10.1. Concerning any actions contrary to law or expressing support for such actions or encouraging to engagement in such an activity;
10.2. Detrimental to the good name and reputation of NetsenseAPP or the network's Clients;
Breaching copyrights, rights to trademarks and any other intellectual property rights and personal rights of the Advertisers or third parties;
Erotic, pornographic content or content related to violence;
Discriminatory content, especially with regard to race, sex, religion or philosophy of life;
Other content not compliant with applicable law.
11. The Publisher undertakes not to place the codes in any Application in connection with which it did not express its intent to place it in the Publisher's Panel. If the Publisher breaches the above obligation, it shall result in a loss of the right to remuneration for the Publisher for the settlement period in which the breach occurred or persisted.
12. The Publisher undertakes not to artificially increase the number of views, clicks or any other operations involving the advertising form consisting in ads displays – in particular manually or by using any device, program or electronic means; if this provision is breached, the Publisher shall lose the right to remuneration for the settlement period in which the breach occurred or persisted. Such actions may also result in an immediate suspension of cooperation. Ads can only be displayed in previously agreed upon advertising spaces, on strictly agreed formats, and any changes shall be communicated to NetsenseAPP minimum 72 hours before they are implemented.
13. Should the Publisher fail to comply with any of the above provisions, the Publisher undertakes to satisfy any claims submitted by NetsenseAPP or the Advertiser, or any third person resulting from such non-compliance. At the same time, if a legal action is taken against NetsenseAPP, the Publisher undertakes – to the extent permitted by law – to release NetsenseAPP from any liability for such an action and – to the extent permitted by law – enter into the rights and obligations of or join NetsenseAPP in the pending proceedings.
14. Liquidated damages consisting in losing the right by the Publisher to remuneration stipulated in these Regulations shall not exclude the Publisher's obligation to remedy the loss caused by the breach, for which the liquidated damages were imposed, to the extent the loss exceeds the amount of such liquidated damages.
15. NetsenseAPP may verify the Publisher's Application again at any time, as a result of which approval of a given Application may be withdrawn and the entity registering the Application in NetsenseAPP network may lose the Publisher status.
16. The PARTIES reserve the right to change display codes referred to above, provided that they receive a written (also by e-mail) approval from the other Party and that correct display of NetsenseAPP ads is maintained, which is confirmed in writing (also by e-mail) by the Parties.
§ 3 Representations, rights and obligations of NetsenseAPP
1. NetsenseAPP shall have the right to rely on cooperation with the Publisher in commercial or advertising materials. NetsenseAPP shall charge an advertising commission in connection with obtaining Ads displayed in the Publisher's Applications.
2. NetsenseAPP undertakes to:
Provide the Publisher with advertising services in the Application, where such services shall be understood as actions aimed at maintaining due care in obtaining and handling advertisers, advertising forms placed in the Application, ensuring technical maintenance of such advertising forms via available programmatic systems;
Take actions, to its best knowledge and use available competences, to maximise the income from the management of advertising spaces in the Application;
Provide the Publisher with necessary information and technical support enabling smooth incorporation of the Application into NetsenseAPP network.
3. NetsenseAPP shall not be held liable for non-performance or improper performance of obligations resulting from arrangements, if it results from events beyond its control, including, but not limited to: an outbreak or a threat of an outbreak of war; acts, decisions or vetoes of government institutions; government or international agreements; strikes or any other protest actions; floods, fire, explosions; failure of the Internet or a part thereof; power supply failure; computer supervision and distribution system failure or other events of force majeure. In the event of any of the above, NetsenseAPP undertakes to immediately notify the Publisher about it and suggest, if possible, another solution convenient to it.
4. NetsenseAPP shall not be held liable for any breach of third-party rights or any breach of applicable provisions of law in connection with the Publisher's activities – including in connection with the content of the Application and what is presented there.
§ 4 Representations, rights and obligations of the Publisher
1. The Publisher shall be liable for the content of the Application, including for ensuring that the Application registered by it in NetsenseAPP network does not contain any content that is not compliant with the provisions of law, principles of morality, that is offensive, obscene or harmful, threats or defamations, and that it does not breach any third-party rights, including copyrights.
2. The Publisher represents that its data provided in the Publisher's Panel are correct, complete and true. At the same time, the Publisher shall be obliged to inform NetsenseAPP about the change of any data it provided to NetsenseAPP during the period of cooperation.
3. The Publisher undertakes to:
Adapt advertising spaces to the requirements of NetsenseAPP network and ensure the display of advertising forms declared in the Publisher's Panel;
Not to take any actions that may result in an imposition of a Ban or a fine, and to observe the rules resulting from regulations and principles of functioning of Programmatic Platforms in the operation of the Application;
Not to adopt any practice related to undue Traffic, and to prevent such practices from being performed in the Application by third parties, which may result in an imposition of a fine;
Not to make any changes in advertising spaces, including their specific location in the Application.
4. If a third party participated in managing the Application, the Publisher shall be responsible for this person's actions as for its own under the Publisher's obligations specified in these Regulations.
§ 5 The Publisher's remuneration and settlements
1. The settlement period shall be the calendar month.
2. The Publisher's remuneration for the settlement period shall be equal to the net-net value for a given period indicated in the report sent to the Publisher by the seventh (7th) day of each month for the previous calendar month. NetsenseAPP reserves the right to changes between the report and the data in the Publisher's Panel due to subsequent settlements with some Programmatic Platforms, and any income from actions that NetsenseAPP finds to be fraudulent may be returned to the Advertiser(s) at NetsenseAPP's exclusive discretion and deducted from the amount due to the Publisher.
3. NetsenseAPP guarantees that the reported Income shall be compliant with the status presented in the information reported to NetsenseAPP via Programmatic Platforms and the Advertisers, and the difference shall not exceed several percent (%) with respect to the settlements sent.
4. The Publisher shall provide its detailed bank account data (including the bank name and branch, branch no. and the Publisher's bank account no.) and shall systematically provide documents based on which payments are made. The sale date on such documents must correspond to the actual situation, that is state the month for which the settlement is made.
5. Remuneration due to the Publisher shall be paid by transfer on the basis of the Publisher's VAT invoices or billing. The Publisher shall be obliged to send NetsenseAPP the above-mentioned document in electronic form to the address email@example.com by the fourteenth (14th) day of month at the latest for the previous calendar period.
6. Payment shall be made on the condition that an amount of at least $100 (one hundred dollars) net is earned in the last month or in subsequent settlement periods. In the event that the amount does not exceed the assumed minimum amount in a given settlement period, it shall be automatically added to the next settlement period. No interest shall accrue on such accumulated sums. The Publisher's earnings shall be cancelled if they do not reach $100 (one hundred dollars) and more than twelve (12) months have elapsed since the account has been set up, or the Publisher has not provided the document enabling NetsenseAPP network to make the payment due.
7. In the case of Publishers not running a business activity, the settlement shall be made on the basis of a bill sent to NetsenseAPP. In order to meet the formalities, the Publisher shall send NetsenseAPP a statement on running a business activity and a non-VAT taxpayer statement.
8. The Publisher's remuneration for the settlement period shall be payable within forty-five days from the moment NetsenseAPP receives the invoice. The run of this time limit may not start before the lapse of this settlement period.
9. If NetsenseAPP pays the remuneration in excess to the Publisher, the Publisher shall return NetsenseAPP the amount in excess within 7 days of sending an appropriate request to the Publisher by NetsenseAPP.
10. The Publisher shall be liable for paying any taxes imposed by law due to income earned during the cooperation with NetsenseAPP . It means that natural persons – Application owners, shall be obliged to individually settle taxes on the remuneration received for making these Applications available, according to Article 10, section 1, point 6 of the Personal Income Tax Act.
§ 6 Confidentiality
1. The Parties mutually agree that individual arrangements between the Publisher and NetsenseAPP, e.g., commissions, shall be strictly confidential and may not be disclosed to any third parties.
2. Maintaining the confidentiality clause shall not exclude a possibility of disclosing such information to associates, employees and cooperators of the parties, however, these persons must be notified in advance about the confidential nature of the information provided and the obligation to maintain it confidential.
3. The Parties shall be held liable on general principles for a breach of the above provisions on maintaining confidentiality.
4. The confidentiality clause shall not be breached in the event of disclosing information to authorised entities as required by the provisions of law.
5. The confidentiality clause shall not be limited in time.
§ 7 Period of cooperation and its termination
1. The cooperation may be terminated by either party with one month notice effective at the end of the next calendar month after submitting the termination to the address firstname.lastname@example.org
2. If further cooperation is terminated by either party, the Publisher undertakes to display all codes accepted during the term of the Agreement over the next three months from the moment of terminating the cooperation in order to enable completion of previously planned actions with the network's Advertisers. The parties commit to make all settlements.
3. In the period after terminating the cooperation, the parties shall not assume any new obligations, in particular, NetsenseAPP shall not conclude new agreements in the name and on the account of the Publisher.
4. NetsenseAPP may terminate the cooperation with immediate effect and without a separate call in the event of a gross breach of arrangements by the Publisher, in particular, in the case of Undue Traffic or a Ban on the Application.
§ 8 Protection of personal data
1. The Publisher being the Controller of personal data shall entrust indicated personal data for processing to NetsenseAPP as the data Processor.
2. NetsenseAPP commits to process the personal data entrusted to it in accordance with the provisions of the law of the European Union (in particular, the provisions of the GDPR and secondary legislation issued on its basis https://eur-lex.europa.eu/), and generally applicable provisions of law.
3. The provision of data shall take place to the extent indicated below and
for the indicated purpose.
Subject of processing – personal data provided for processing in connection with the provision of the services indicated in the Regulations to the Publisher, including the management of ads display, and Programmatic services.
Period of processing – the period of cooperation.
Nature of processing – data processing in IT systems shall include the following operations: collecting, recording, organising, collating, storing, adapting or modifying, downloading, viewing, using, disclosing by sending, disseminating or making available, adjusting or joining in any other way.
Purpose of processing – the provision of services indicated in the Regulations.
Categories of data subjects – Users using the Applications.
4. The Publisher as the Controller shall be obliged to have a legal basis for the operations of processing personal data provided to NetsenseAPP as the Processor pursuant to the Regulations, including it shall be obliged to obtain the consent to profiling performed also by NetsenseAPP's business partners.
5. Considering the nature of the processing, NetsenseAPP shall assist the Publisher, to the extent possible, by applying appropriate technical and organisational means, to meet the obligation to respond to requests from data subjects in connection with the execution of their rights.
6. Considering the nature of the processing and information available to it, NetsenseAPP shall assist the Publisher in meeting the obligations related to the safety of processing, reporting personal data protection violations to the supervisory body, notifying the data subject about the violation of personal data protection, assessing the effects on data protection, etc.
7. NetsenseAPP may entrust the personal data indicated here for further processing by its business partners in order to provide the services indicated in the Regulations for the Application, after obtaining a previous written consent of the Publisher.
§ 9 Final provisions
1. The Publisher represents that it has acquainted itself with the Regulations and decides to undertake the cooperation with the aim of diligently fulfilling all provisions of the Regulations.
2. The Regulations shall be governed and interpreted according to the provisions of law applicable in the Republic of Poland.
3. To any matters not regulated by the Regulations, the provisions of the Civil Code shall apply.
4. This Agreement shall be governed by and interpreted in accordance with applicable provisions of law, without regard to conflict of law provisions. Any disputes arising from the cooperation between the Parties or related thereto shall be settled by a common court having jurisdiction over the NetsenseAPP's seat, and the Publisher agrees to the jurisdiction of such courts.
5. NetsenseAPP may amend the Regulations at any time. NetsenseAPP commits to inform the Publisher about each change of the Regulations. Amendment to the Regulations shall become binding upon the Publisher after 15 days from providing respective information, unless within this time limit, the Publisher submitted a declaration on the intention to terminate the cooperation. The Publisher shall be exclusively responsible for the risk of not familiarising itself with information about an amendment to the Regulations.
6. Neither of the Parties may transfer its right resulting from the cooperation without prior written consent of the other Party, except for a fusion, acquisition or sale of all or essentially all assets of either Party.
7. No provisions of the Regulations contrary to strictly applicable provisions of law in favour of Publishers being natural persons with full legal capacity, and in cases provided for generally applicable provisions, shall apply.
9. The provisions of the Regulations accepted by the Publisher in the manner laid down in the Regulations shall constitute an agreement concluded by the Parties.
10. This Agreement has been drawn up in English, because the services are addressed to global clients (all over the world). In the event of any discrepancies between the provisions of the English and other language version hereof, the provisions of the English version shall prevail and shall be used for the interpretation hereof in all cases, and the provisions of any other language version shall not affect the interpretation hereof.