Termos de serviço

These Terms of service are an integral part of a legally binding agreement concluded between Publishers Revenue Optimization sp. z o.o., located in Wrocław, Poland, Braci Gierymskich 76 Street, 51-640 Wrocław (hereinafter: PRO) and a natural person, legal person, or a legal entity without legal personality (hereinafter: Publisher).

Full access to optAd360 website and account is granted only to subjects authorized by PRO, including:

1. Publishers who accepted the conditions of these Terms and set up their account or,

2. Publishers who entered into individual cooperation agreements with PRO and set up their account.

USING THE SERVICES PROVIDED TO THE PUBLISHER IS DEPENDENT ON ACCEPTING THE CONDITIONS OF THESE TERMS.
BY USING THE PRO SERVICES AS A PUBLISHER, YOU AGREE TO THESE CONDITIONS.

FOR PUBLISHERS WHO SIGNED INDIVIDUAL COOPERATION CONTRACTS WITH PRO, IF THERE ARE DISCREPANCIES BETWEEN THE CONDITIONS OF THE TERMS BELOW, AND CONDITIONS IN THE CONTRACT, THE ONES FROM THE INDIVIDUAL CONTRACT ARE BINDING, ESPECIALLY REGARDING §6-§11 OF THE TERMS.

§1 DEFINITIONS

1. Account – part of the Website that constitutes an individual account of a Publisher on which information is shared with them, among others, about the number of impressions, eCPM, revenue, and payouts.

2. PRO – Publishers Revenue Optimization sp. z o.o. (the owner of optad360.com website) located in Wrocław at Braci Gierymskich 76 Street, 51-640 Wrocław, entered into the register of entrepreneurs kept by the District Court, KRS 0000520454, NIP 894-30-54-999, info@optad360.com

3. Terms of service – these Terms of service constitute a contract binding PRO with the Publisher, determine terms of using PRO services, and regulate the rights and responsibilities of PRO and the Publisher.

4. Registration – the process of creating an account on the platform by the Publisher.

5. Advertisement – graphic, text, or multimedia units promoting the business of subjects ordering displaying Advertisements.

6. GDPR – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons concerning the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

7. Website – PRO’s website operating on the optad360.com domain, with which it is possible to register an account and where PRO can provide their services.

8. Service – a service provided via electronic way by the PRO to the Publisher through the Website.

9. Publisher – a natural, legal person or a legal entity without legal personality that registers an Account on the Website and uses PRO’s services for their business purposes.

§2 ACCESS TO THE ACCOUNT

1. Full access to the Account is granted to the Publisher on the conditions determined in the Terms of service, who entered into a cooperation agreement with PRO or only accepted the terms of the agreement determined in these Terms of service.

2. Access to the account is granted only to Publishers who have full rights to their website and content published there or other materials and who do not infringe on the provisions of law and principles of good conduct. Should PRO claim that at least one of the provisions determined above were breached, PRO has the right to deny access to the account.

3. By accepting the conditions of the Terms of service, the Publisher declares that they are a legal person or a legal entity without legal personality who, due to separate provisions, have the right to acquire in their own name the rights and incur liabilities, or a natural person, provided they conduct business and that by using the Account, they perform legal activities within the scope of their business.

§3 GRANTING AND THE SCOPE OF LICENSE

1. Based on the Terms of service, PRO grants to the Publisher a limited, non-transferable, non-exclusive right to use the Account in order to manage the services offered by PRO.

2. The Publisher does not receive any shares or intellectual property rights of the Website and Account. None of the provisions of these Terms of service are to be understood to effectively transfer or obligate to transfer intellectual property rights, including particularly proprietary copyrights – by PRO to the Publisher. Any use of the Account by the Publisher is subject to the conditions and provisions of the Terms of service.

§4 TECHNICAL REQUIREMENTS

1. The condition of registering the Account on the Website and entering an agreement with PRO through it is using a device communicating with the Internet and equipped in a commonly used Internet browser and having an active electronic mail account working on any server (other than temporary or anonymous).

2. PRO is not responsible for how Publisher’s email servers work or their IT connections.

3. PRO reserves the right for the Website and Account to be temporarily unavailable entirely or in part, including for maintenance and implementation of necessary service functions, in the scope necessary for that.

§5 REGISTRATION OF THE ACCOUNT

1. The registration of the Account is obligatory if the Publisher wants to enter into an agreement with PRO, among others, in the scope of selling advertisements and managing advertisement space on the Publisher’s websites entrusted to PRO. The Publisher is obligated to familiarize themselves and accept the provisions determined in the Terms prior to registering. By registering correctly, the Publisher gets access to the Account.

2. In order to register, the Publisher has to fill in the registration form available on the Website’s subpage, providing the following data:

a. name,

b. surname,

c. email address,

d. phone number,

e. language the user uses,

f. name of business (if applicable),

g. HQ address,

h. currency for payouts.

3. After filling the fields of the form with the data provided in §5 section 2, the Account will be created, which the Provider can use after providing the email address and password provided during the registration.

4. By setting up their Account, the Publisher declares that:

a. the data they provided are complete and real,

b. they are authorized to enter the agreement on providing services via electronic way,

c. the data they provided do not infringe on third party rights,

d. they familiarized themselves with the Terms of service and undertook to observe them.

5. By registering, the Publisher receives constant access to information about the number of advertisement impressions, eCPM, revenue, payouts determined in §8.

6. The Publisher is obligated to keep their Account password secret and protect it from revealing to unauthorized persons. The Publisher is obligated to immediately inform PRO if access data to the Account have been seized by third parties and explain the circumstance of their seizure.

7. The Account is run for the Publisher for the time of their individual cooperation agreement being in force between PRO and the Publisher.

8. When the Account is created, PRO and the Publisher enter an agreement on providing electronic services in the scope of running the Account.

9. When the agreement with PRO expires, or at the moment of expiring of a separate, individual agreement with PRO, the Account will be removed, and at the same time, the agreement on providing services via electronic form will be terminated.

10. The Publisher, who entered into a separate, individual agreement with PRO or an agreement based only on these Terms of service, can at any time delete their Account for free, however, the agreement with PRO is still in force, and the Publisher only loses access to information related to their sales and advertisement management.

§6 THE PUBLISHER’S RIGHTS AND RESPONSIBILITIES

1. The Publisher is not allowed to:

a. distribute, copy, rent, publish, modify, rectify, adapt, translate the Website or sublicense it,

b. recreate the source code, decompile or disassemble the Website, create derivative works based on it,

c. make attempts to obtain the source code based on the compiled code,

d. use the Website with unauthorized, illegal, false or modified hardware or software,

e. infringe on the provisions, regulations, acts or rights of PRO or third parties in relation to accessing or using the Account,

f. share access to the Account with third parties, particularly people not associated with the Publisher,

g. use the access to the Account in a different way than specified in the agreement with PRO,

h. conduct business on the Internet that infringes on good conduct and principles of social life, including appropriating someone’s copyrights or generating artificial traffic on their Website,

i. providing illegal content.

2. Should PRO confirm that the Publisher violated the Terms of service, PRO may cancel the concluded Agreement with immediate effect, blocking access or using the whole or parts of the Account and undertake other actions necessary to prevent unlawful usage of the Website and Account.

3. PRO reserves the right to stop the payouts determined in §8 of the Terms of service in a situation when PRO confirms that the Publisher violated the Terms of service, which will lead to cancelation of the concluded Agreement with immediate effect.

§7 PRO’S RIGHTS AND RESPONSIBILITIES

1. PRO is obligated to provide services to Publishers that involve monetization of Internet websites and applications.

2. PRO makes every effort to ensure proper functioning of the Website and Account and the provided services in technical and legal terms, and also provide services according to the Terms of service.

3. PRO will acknowledge all changes to the provisions of law and update the Website accordingly.

4. The updates determined in §7 section 3 above will be made by PRO without incurring any costs on the Publisher.

5. PRO also undertakes all organizational, technical, and legal measures to protect the Publisher’s data.

6. PRO is not responsible for any damage and losses directly or indirectly (including damage on the ground of losing the Publisher’s revenue, downtime or losing economic information and other financial damage) which are caused by using, inability to use, or improper functioning of the Website due to reasons not related to PRO.

7. PRO is not responsible for improper use of the Website and Account by the Publisher or improper functioning of computer equipment, software or connection system.

8. PRO is not responsible for the effects of failures in the Account beyond control of PRO, especially a possible loss of data stored there.

9. PRO is not responsible for inconveniences related to using the Website and Account that result from delays caused by third parties which PRO has no influence on, as well as inconveniences caused by force majeure.

§8 PAYMENTS

1. The payment for the Publisher depends on PRO’s revenue generated from the Publisher’s activity through the Website and it is an amount reduced by RPO’s commission for sharing the Account and services.

2. The Publisher’s remuneration is determined on the Account in the “Payments” tab.

3. The remuneration from the generated revenue is paid to the Publisher only after the amount of the remuneration exceeds 50 units of the currency which the Publisher selected while registering the Account.

4. PRO is obligated to pay the remuneration due for the Publisher within 30-days from the end of the settlement period. The settlement period means a calendar month.

5. The remuneration for the Publisher will be paid each time based on the appropriate accounting documents which will state the amount of PRO’s revenue from the Publisher’s activity and PRO’s commission.

6. The remuneration will be paid to the Publisher through the payment method selected by them on their Account.

§9 CHANGES TO THE AGREEMENT

1. PRO reserves the right to change the provisions of the Terms of services if important causes arise understood as:

a. causes of organizational and technical nature, particularly extending or limiting the Website’s functionalities and provided services,

b. changes to the commonly binding provisions of law applicable to the services and Website’s functioning,

c. changes to the rules of settlements and payments,

d. the necessity to adjust the Terms of service to binding judicial decisions of competent bodies,

e. the necessity to remove errors or ambiguities which could possibly be in the Terms of service,

f. changes to PRO’s data, such as address details, names, numbers, email addresses or links posted in the Terms of service.

2. PRO will inform the Publisher about any changes to the Terms of service through the optad360.com website and, whenever possible, a direct email sent to the email address provided by the Publisher while registering. The notification in question will be provided with at least a 14-day notice and will indicate the date on which the changes to the Terms of service will be in force, enabling the Publisher to cancel the agreement whose integral part are the provisions of these Terms of services with a 5-day period of canceling the agreement, keeping prior conditions and, consequently, ceasing to use PRO’s Account and services by the Publisher, and losing access to them prior to the changed conditions being in force.

3. Failure to deliver the withdrawal notice to info@optad360.com or via mail to PRO’s headquarters’ address provided in §1, section 2 prior to the changes to the Terms of service being in force, as well as continuing to use the Account, is deemed implicit agreement of the new conditions by the Publisher.

§10 LIABILITY

1. PRO is not responsible for the Publisher’s behavior and the consequences of actions undertaken by the Publisher and third parties which infringe on the conditions of the Terms of service.

2. Within the binding law, PRO does not grant any guarantees, explicit or implicit, or warranties relating to the services (including all content that they have); including, among others, any implicit guarantees of satisfactory quality, transferability, applicability to a specific purpose or not infringing of third parties’ rights (particularly their intellectual property rights).

3. PRO does not guarantee that the services will be available continuously, safe and free from errors, or that all errors and faults in the services will be fixed.

4. In the maximum scope allowed by the governing law, under no circumstances will PRO, or their employees, partners and subcontractors, and members of bodies and service providers be responsible for any indirect, particular, accidental, implicit, exemplary or result-affecting losses, including, e.g., loss of profits, data, options of using, renown or other non-material goods stemming from the access or lack of access and using or inability to use the Website and Account, and services provided through them, actions or content from other Publishers or external subjects, or illegal access, use or changes applied to content, regardless of whether PRO has been notified about such damage.

5. Regardless of the above, in no situation can PRO’s aggregate liability to the Publisher, relating to any claims resulting from or concerning the services or these Terms of service, exceed the sum of payments, if such occurred, which PRO paid or was obligated to pay to the Publisher within 3 months directly preceding the date of claims being submitted. Limiting the responsibility for damages determined in the sentence above applies regardless of the basis of the liability (not meeting the conditions, agreement, delict, act, and others), regardless of the way in which the obligation was breached, and also in relation to all events, services, and the Terms of service, excluding the damage on a person or damage done on purpose.

§11 DURATION OF THE AGREEMENT

1. The agreement is binding for an indefinite amount of time.

2. Both PRO and the Publisher can terminate the agreement at any time of the cooperation without providing reasons with a 30-day notice period by sending an email to the other Party. On the last day of the notice period, the Publisher loses access to their Account and is obligated to discontinue using their Account.

3. At the moment of the consumer withdrawing from the agreement concluded remotely or outside the company’s premises, additional agreements on providing electronic services expire, including the agreement on running and managing the Account.

§12 PERSONAL DATA PROTECTION

1. PRO is the Publisher’s personal data Controller, as understood in article 4, section 7 of the GDPR

2. PRO processes personal data in order to enter and carry out the provisions of the Terms of service (article 6, section 1, point b GDPR), to fulfill their legal obligations (article 6, section 1, point c GDPR), and to possibly determine, pursue claims or protect against them (article 6, section 1, point f GDPR).

3. PRO is obligated to apply the guidelines of the binding law in the scope of personal data protection, including the GDPR while processing the personal data of the Publisher.

4. Personal data will be processed for a period necessary to carry out the purposes for which they were collected, and which are determined in §12, section 2 above; however, no longer than 6 years counted from the day of the cancellation of the agreement.

5. Personal data may be shared by PRO with subcontractors, in particular subjects delivering and managing selected systems and IT solutions, subjects managing Internet payments and law firms.

6. The Publisher’s personal data may be shared outside the European Economic Area, based on standard agreement clauses.

7. On the grounds of PRO processing personal data, the Publisher has the right to access their data and receive their copy, to amend, remove, limit the processing, transfer them to another controller, object to their processing, and file a complaint to a supervisory body.

8. Providing personal data is necessary to enter into the agreement and get access to the Account. In the process of processing data, there is no automated decision-making or profiling.

9. PRO is obligated to allow for processing the Publisher’s data only persons authorized to process personal data, who have sworn in writing to keep it confidential or who are subject to an appropriate legal obligation to keep it confidential.

§13 INTELLECTUAL PROPERTY

1. All materials, including elements of graphics, order, and composition of these elements (i.e., layout) of the Website are subject to PRO’s proprietary rights, and industrial property rights.

2. Copyrights to the Website are under protection of the Act on copyright and related rights of 4 February 1994 (Journal of Laws 1994 no 24, pos.83, as amended).

3. Any use of any element making up the contents of the Website by anyone without written consent from PRO constitutes an infringement of PRO’s copyright and results in civil or criminal liability.

§14 GOVERNING LAW AND COURT JURISDICTION

1. In all cases not regulated in the Terms of service, Polish law is applicable. Possible disputes that may stem from carrying out these Terms of service will be settled in a court applicable to PRO.

§15 COMPLAINTS

1. The Publisher can make complaints regarding the functioning of the Website and services provided by PRO described in the Terms of service.

2. Complaints are to be submitted in written form or via email: info@optad360.com.

3. Making a complaint should include the name which the Publisher registered their Account with, their email address used with the Account, and a description of the incident, which is the basis of the complaint. If the data and information included in the complaint require completing prior to reviewing the complaint, PRO will contact the Publisher and ask to complete the information in the relevant scope.

4. Complaints will be reviewed within 14-days from the date on which PRO received a properly filed complaint (which includes the required elements and does not require completion).

5. The Publisher will receive information about the manner of reviewing their complaint via email, on the address assigned to their Account.

§16 FINAL PROVISIONS

1. Both Parties are obligated to protect confidential information, which is understood by the Parties understand as all information passed from one Party to another in connection with the agreement, which the Party did not describe as good to release, in particular, all programs, technologies, program codes, specifications, materials, guidelines and documentation related to the execution of the agreement, frequency of clicks, click rate, number of impressions of advertisement units, and other statistics characteristic to the Publisher’s Website.

2. Confidential information, determined in section 1 above, may be used only to carry out the agreement.

3. Each Party can reveal confidential information determined in section 1 above only after receiving written permission from the other Party or if it is an effect of a court order or order from another competent body, and such revealing is obligatory, and the other Party has no possibility of controlling the information disclosed.

4. Should confidential information be disclosed, and this occurrence documented, the injured Party has the right to claim damages at 10000 PLN, and the Party which disclosed the information is obligated to immediately pay this contractual penalty, based on the first written request from the other Party. The above does not exclude a different pursuit of the claims on general rules if the damages are higher than the reserved contractual penalty, with the reservation of §10, section 5 of the Terms of service.

5. The obligation above pertains to the period during which the agreement is carried out and after its conclusion, regardless of the manner of its termination.

6. If any of the provisions of the Terms of service transpire as invalid or unfeasible, the Parties will determine their rights and obligations in such a way that they will be able to reach their objective as closely as possible in the scope of such invalid or unfeasible provisions. In particular, provisions of commonly binding Polish law will replace those invalid or unfeasible provisions.

7. These Terms of service constitutes the entirety of agreement between the Publisher and PRO in relation to authorize the use of the Website and the Account if the Parties have not entered an additional, individual cooperation agreement, as well as beyond data relating to the amount of PRO’s commission and replaces all prior agreements on this matter. Inability or delaying to execute the rights resulting from the Terms of service does not constitute a waiver of these rights. PRO may transfer its ownership rights over the Account, the intellectual property rights and any other rights resulting from the Terms of service, including the right to execute its provisions to any subject, particularly as an effect of a fusion, takeover, restructuring, transferring parts or the entirety of the business to another subject. In such a case, the Publisher will be informed beforehand and will have the option to object to the change, according to the procedure of changing the Terms of service described in §9, section 2 and 3 above.

8. The Terms of service are available for free at optad360.com in a way that lets everyone read it, download it, save and record at any time chosen by the Publisher.

9. For matters not regulated in these Terms of service, provisions of commonly binding law, including the Civil Code, are binding.

Date of the Terms of service start being in force: August 9, 2021