Adtraction AB, corporate identity number 556722-5064, Linnégatan 89A, 115 23 Stockholm, Sweden (“Adtraction”), provides a service through which advertisers ("Advertisers") are offered advertising space with interested business partners ("Partners"). The service enables Partners to receive compensation for providing space on their websites or other internet marketing channels for one or several links, or similar functions, to the Advertisers' websites or equivalent (“Service”).
To use the Service, you must accept the terms and conditions of this partner agreement (the "Partner Agreement") and be approved by Adtraction and the Advertiser for the Partner program to which you would like to subscribe. If you are approved as a Partner, you will be notified of this via Adtraction's website www.adtraction.com and/or by e-mail.
Exhibit 1 – Personal Data Processing Agreement is an integrated part of this Partner Agreement
Exhibit 2 – Data Transfer Agreement is an integrated part of this Partner Agreement
Definitions
In this Partner Agreement, Adtraction and you are each referred to as “Party” and jointly as the “Parties”. Moreover, the following definitions apply.
Adtraction’s website means Adtraction.com and local versions of the site.
Advertiser’s website means the website or equivalent provided by the Advertiser to which the Visitor is redirected through a Link, or equivalent, on the Partner channel.
Approved transaction means a transaction that has been approved by the Advertiser (either automatically or manually) and is ready to be paid by the Advertiser and subsequently to the Partner.
Clicks are clicks by a Visitor on a link, or equivalent, on a Partner channel that cause the Advertiser’s website to be displayed.
Commission is the commission, excluding VAT, for Approved transactions that the Advertiser is to pay the Partner for the Traffic that the Partner has generated to the Advertiser.
Invalid Clicks, Leads and Transactions originate from such acts as artificial traffic, automatic openings, spiders, robots, requests in e-mail messages or chat rooms, script generators, posting links on websites other than those specified, Clicks that are not generated by a browser, and Clicks that are not preceded by a definite act by a Visitor who wishes to reach a desired and specified website, etc. All Clicks, Leads and Transactions in violation of the rules of Adtraction and the rules of the Advertiser are to be considered Invalid. All Clicks, Leads and Transactions that originate from a channel or traffic source which has not been approved are to be considered Invalid.
Lead means a definite act, such as the submission of name and contact details on an Advertiser’s website by a Visitor, who is redirected to the Advertiser’s website via a Partner channel.
Link means a hyperlink posted by a Partner that redirects Visitors to the Advertiser’s website. The Link may be designed as a text, button, banner or any other acceptable format.
Partner is a person or entity wishing to join the Advertiser’s Partner program, for which the Partner registers on Adtraction’s website.
Partner program is an Adtraction-registered commission program that Partner can join.
Partner channel means the website, or equivalent, on which the Partner grants space in the form of a Link or advertisement.
Traffic is a collective term for valid Clicks, Leads and Transactions.
Transaction means the completed purchase of a product, service or anything else provided by an Advertiser’s website by a Visitor who is redirected via a Partner channel.
Visitor is a person who Clicks on a Link, or equivalent, posted on a Partner channel and is thereby redirected to an Advertiser’s website.
The Service
The service enables Partners to receive compensation for providing space on their websites or other internet marketing channels for one or several links, or similar functions, to the Advertisers' websites or equivalent (“Service”).
Adtraction's Obligations
Within the framework of the Service, Adtraction undertakes to monitor and register Traffic that is directed via the Partner channel to the Advertiser's website to the extent possible. The Partner is aware of and accepts that Adtraction may not be able to monitor and register Traffic that is directed via the Partner channel to the Advertiser's website due to, inter alia, web browser settings or add-ons and that the Partner is not entitled to any compensation if Adtraction is unable to monitor and register such Traffic.
Partner’s Obligations
By accepting this Partner Agreement, Partners who are physical persons verify that they are over the age of 18.
The Partner is responsible for ensuring that the registration information and passwords are and remain confidential. The Partner is responsible for all forms of use within the framework of its registration. The Partner must immediately inform Adtraction of any unauthorized use of the Partner’s account or details. When submitting the details to Adtraction, the Partner guarantees that the details are complete and correct, and that the details correspond with the factual situation. The Partner is obligated to immediately report any updates concerning the details submitted to Adtraction.
The Partners bears responsibility for the Partner channel and for ensuring that the content on this channel always complies with the applicable EU and national legislation and provisions. The Partner undertakes to follow any laws or regulations applicable to the advertising and marketing of an Advertiser, including how the Links are presented on the Partner channel, and to abide by Adtraction´s terms and the terms of each Advertiser posted in Adtraction’s system. Furthermore, the Partner undertakes not to use the Service if the content on the Partner channel is in any way demeaning, threatening, of a pornographic nature or otherwise offensive.
The Partner bears responsibility for ensuring that the rights to all content on the Partner channel (“Content”) are held by the Partner or that express consent has been given by the party that owns the right to the Content.
The Partner acknowledges that Adraction has no influence over, or legal responsibility for, the Partner channel or Content or how the Links are presented on the Partner channel.
The Partner may not in any way generate or aid in the generation of Invalid clicks, leads and transactions for the Advertiser's website.
The Partner is obligated to immediately inform Adtraction of any knowledge or suspicions of abuse of the Service.
A Partner acting as a sub-network partnering with third party websites to generate Traffic shall disclose all traffic sources and sub-network partners if requested by Adtraction to do so.
Partner's Commission and liability
Adtraction's website lists the prevailing terms and conditions at any given time for Partner's Commission for each Partner program. The Partner accepts that a Partner program, including but not limited to the terms and conditions of the Partner’s Commission, can be amended or terminated with immediate effect at any given time.
Accrued Commission to the Partner is paid on a monthly basis provided that the Partner has generated Traffic for which Adtraction has received full compensation from each Advertiser to whose Partner programs the Partner has subscribed. Commission is only paid if the Partner has an accrued amount with Adtraction that equals the minimum payment limit one month prior to the payment date. Lesser amounts are accumulated until the amount equals the minimum payment limit. The minimum payment limits for different currencies can be obtained by sending an e-mail to support@adtraction.com. Adtraction reserves the right to change the minimum payment limit at any given time.
No compensation is paid to the Partner for Invalid Clicks, Leads and Transactions that is generated to Advertisers' websites. The Partner is obligated to reimburse compensation that was received by the Partner to the extent that it was based on Invalid Clicks, Leads and Transactions.
Adtraction applies a last-click attribution model. This means that the "last click" is given credit for a sale or conversion. In practice, this means that if a Visitor Clicks on a Link to an Advertisers' website provided by Partner A and subsequently Clicks on a Link to the same Advertiser provided by Partner B, Partner B will earn Commission and Partner A will not earn any Commission. Some Advertisers also use other deduplication set ups and tools, which may mean that the last-click model is applied across many or all traffic sources.
Adtraction issues self-invoices. All payments will be made to the bank account details provided by the Partner. It is the Partner’s responsibility to keep bank account details up to date. If the Partner’s circumstances change, the Partner is obligated to report this immediately to Adtraction.
Partners who are companies taxable in Sweden
Partners who are companies taxable in Sweden are responsible for the payment of all tax and national insurance contributions on any payments received from Adtraction and/or an Advertiser, including compensation received in the form of goods and services. Value Added Tax is paid to Adtraction.
Partners who are physical persons taxable in Sweden
For Partner’s who are physical persons taxable in Sweden, Adtraction will send a statement of earnings to the Swedish Tax Agency concerning the amounts paid. The Partner must account and pay tax for Transactions that generate income such as money, goods or services from Adtraction and/or an Advertiser. Please refer to Skatteverket for more information. Adtraction undertakes to make deductions for withholding tax and social security fees if the Partner is a physical person. Commission for physical persons taxable in Sweden will only be paid to Swedish bank accounts.
Partners who are companies or physical persons taxable outside Sweden
Partners who are companies and physical persons taxable in other countries than Sweden are responsible for the payment of all tax and national insurance contributions on any payments received from Adtraction and/or an Advertiser, including compensation received in the form of goods and services.
Commission payments shall be exclusive of VAT which will be added at the appropriate rate. VAT shall be paid by the Party liable to pay VAT. If payments under this Partner Agreement are subject to withholding tax, Adtraction is entitled to deduct the appropriate amount from payments to the Partner. The Partner will repay immediately upon request any payments made in error.
Inactive Partner Accounts and Administration Fee
Adtraction will apply a fee (“Administration Fee”) to all Partner accounts that have been inactive for a consecutive period of at least six months. An account is deemed to be inactive if, during such period, (i) no Transactions have been registered on the account or (ii) the Partner has not logged into the account.
If the Partner account remains inactive for a continuous period of six month, the account shall be deemed to be dormant. If the balance on the account is zero, the account will be closed, and no fee shall apply. However, if the account has a positive balance, Adtraction shall take reasonable steps to notify the Partner using the e-mail address provided by the Partner in the Partner account. If the Partner account remains dormant, after a minimum period of 28 days following Adtraction’s first attempt to notify the Partner that the account has become dormant, Adtraction shall deduct a monthly Administration Fee of EUR 3 (or currency equivalent) from each currency in the Partner’s account balance, or 5 % of the account balance in each currency, whichever is greater.
The Administration Fee shall be deducted from the Partner’s account balance on the expiry of the 28 day notification period mentioned above and every 28 days thereafter at the same rate until the earlier of (i) the account balance reaching zero when no further Administration Fee shall be deducted and the account will be closed, or (ii) the Partner reactivates the account when no further Administration Fee shall be deducted. Adtraction may also choose to deduct the accumulated Administration Fees on an annual basis rather than every 28 days. The account can be reactivated by (i) generating sales or (ii) logging into the account.
General Rules for E-mail Marketing
Some Advertisers allow e-mail marketing under the terms of their Partner programs. Partners may only engage in e-mail marketing if the Program description for the Advertiser in question explicitly states that e-mail marketing is allowed.
All recipients of the Partner's e-mail marketing must have actively approved to receive e-mail with offers from the Partner through a so-called opt-in process, meaning that the recipient approves the terms of the collection of the information and subsequent e-mail marketing activities.
All e-mail addresses used for e-mail marketing via Adtraction must be collected in compliance with applicable legislation such as the Regulation (EU) 2016/679 ("GDPR"). E-mail addresses collected through an opt-in process which is not GDPR compliant may not be used for e-mail marketing via Adtraction. Further, the recipient must be able to cancel the e-mail subscription, a so-called opt-out, in accordance with the Swedish Marketing Act (2008:486) or, as applicable, similar national applicable legislation as implemented by Article 13.4 of the Directive (2002/58/EC) on privacy and electronic communications.
All e-mail messages that market Adtraction's Advertisers must be in a stand-alone format, and not be combined with other advertisers, unless explicitly allowed in the Program description.
Each e-mail must contain information regarding the sender of the e-mail and information regarding why the recipient has received the e-mail. For example, "This e-mail is sent by Corporation X. You have received this e-mail because you have agreed to receive e-mail from us."
Adtraction reserves the right to immediately end the cooperation with any Partner who violates the terms of this Partner Agreement, GDPR or the Marketing Act.
Intellectual property rights
Adtraction owns all copyrights and rights to use the Service, and all software associated with the Service. The Partner does not, through this Partner Agreement, acquire any copyright or license associated with the Service, or software necessary for the Service. Partner is only entitled to use the Service under the terms of the Partner Agreement.
Adtraction, or a third party that has specifically reserved this right, retains the right of ownership to material on Adtraction’s website which are protected by copyright, trademarks or other intellectual property right, whether registered or unregistered. The publication, reproduction, transfer or storage of all or part of the content on Adtraction's website without the express consent of the owner of the right is forbidden, with the exception of storage on a computer or printed version for personal use. The contents of Adtraction's website may be cited insofar as it is permitted under the applicable copyright legislation. When used for this purpose, the source must clearly be stated.
The Partner guarantees that no content on the Partner's website infringes any third-party rights, including but not limited to intellectual property rights.
Confidential Information
Each Party undertake not to disclose to third parties any confidential information which has been received or which comes to the knowledge of the Party in execution of this Partner Agreement.
For the purposes of this Partner Agreement, confidential information means any information of a confidential nature, whether technical, commercial or otherwise.
Confidentiality shall not apply to the extent information:
i) upon disclosure, already was publicly available or thereafter has become publicly available, by means other than a breach of the recipient Party’s confidentiality obligations, or
ii) already was known to the recipient Party as a result of its activities outside this Partner Agreement, or
iii) was legally obtained from a third party without any obligation of confidence as to the use of the information.
Upon discovery of any unauthorized disclosure of confidential information, the receiving Party shall immediately notify the disclosing Party and use its best efforts to prevent any further disclosure or unauthorized use thereof. A Party is responsible for any breach of this Partner Agreement by its officers, directors, employees, contractors or agents.
This mutual confidentiality undertaking shall be binding to the Parties also following the termination or completion of this Partner Agreement.
Processing of Personal Data
To the extent that information can be directly or indirectly attributed to a natural person processed within the framework of or otherwise in connection with this Partner Agreement, the Parties agree to comply with applicable data protection laws and regulations, including GDPR.
Adtraction and the Partner are both independent controllers and are solely responsible for their own data processing. The terms and conditions for sharing personal data are set forth in a separate Data Transfer Agreement (Exhibit 2– Data Transfer Agreement)
Miscellaneous
This Partner Agreement does not entail the existence of any form of employment agreement between Adtraction and the Partner. The Partner is not entitled to any compensation other than the Commission paid at any given time within the framework of the Partner program.
Adtraction and the Partner agree that this Partner Agreement will at all times supersede any click and accept terms presented to or accepted by Partner in the Adtraction interface.
If any stipulation in this Partner Agreement or element thereof were to be invalid, this does not mean that the Partner Agreement is invalid in its entirety, but rather that a reasonable adjustment must be made insofar as the invalid element has a significant impact on the Party's benefit from or performance under the Partner Agreement.
Neither Party may, whether in full or in part, transfer or assign its rights or obligations under the Partner Agreement without the other Party’s prior written consent (e-mail sufficient).
Duration and Termination
This Partner Agreement enters into force as of the date on which you have been approved as a Partner and shall cease if terminated or nullified in writing (via e-mail). Adtraction and the Partner are entitled to terminate this Partner Agreement with immediate effect at any given time, whereupon the Partner must cease using the Service. In the event of termination of this Partner Agreement, any accrued compensation must be paid to the Partner provided that Adtraction has received full compensation from each Advertiser to whose Partner program the Partner has subscribed, unless otherwise specified below.
Adtraction is entitled to nullify this Partner Agreement and block the Partner from using the Service or certain Advertiser's Partner programs in the event that the Partner breaches this Partner Agreement, or in the event that Adtraction deems the content on the Partner 's website or the behavior of the Partner to be inappropriate. In case of nullification, the Partner Agreement immediately terminates and becomes null and void and no compensation is paid to the Partner for the Partner program(s) at issue.
At any given time, a Partner program can be changed or terminated with immediate effect by Adtraction or Advertiser. A Partner undertakes to adhere to the terms and conditions for Partner programs for which the Partner is approved as Partner. The Partner is responsible for knowing if such Partner programs have ended or if their terms and conditions have been amended.
Liability
The Service is provided by Adtraction in its existing condition.
The Partner alone is responsible for ensuring that the use of the Service complies with the laws of the relevant country that applies to the Partner channel.
Adtraction cannot be held liable for any disruptions in the availability of the Service. Information on Adtraction's website is used at the Partner's own risk.
Furthermore, Adtraction cannot be held liable for Advertisers with Partner programs registered with Adtraction fulfilling their obligations under these Partner programs, including paying compensation to Adtraction. Adtraction is not responsible for imposing any requirements on Advertisers in the event that the Advertisers fail to pay compensation to Adtraction or otherwise fail to meet the obligations under the Partner program.
The Partner shall hold Adtraction, and when applicable the Advertiser, harmless from third-party claims that may be directed toward Adtraction or the Advertiser due to the Content on the Partner channel, including but not limited to claims that the Content on the Partner channel infringes on the rights of others. Furthermore, the Partner shall hold Adtraction, and when applicable the Advertiser, harmless from any other third-party claims that may be directed towards Adtraction due to the Partner's breach of the Partner Agreement or actions in breach of national legislation or applicable ethical standards, unauthorized use of or influence on the Service, technical problems or loss of data caused by the Partner, and due to the details submitted to Adtraction by the Partner being incorrect. Adtraction agrees to notify the Partner promptly in writing of each claim for which it wants to rely on an indemnification provided by the Partner under this Partner Agreement.
Adtraction is under any circumstances liable for any indirect or consequential damage, costs, losses or claims, including loss of sales, profits, business, contracts, revenues or anticipated savings, that may arise under or in connection with this Partner Agreement. Adtraction’s liability to pay any compensation or similar under this Partner Agreement shall be limited to an amount corresponding to the remuneration paid by Adtraction to the Partner in the twelve (12) months immediately preceding any claim.
Should the Parties be prevented from fulfilling their obligations under this Partner Agreement due to circumstances which the parties have no control over - e.g. lightning, fire, sabotage, earthquake, tornado, flood, explosion, embargo, changed legal provisions or regulations provided by authorities, war, strike, lockout, boycott, blockade or any other similar circumstance - the Parties shall be released from its liabilities until the circumstances giving rise to the Parties’ inability to fulfill their respective obligations no longer exist. The reservation in respect of strikes, lockouts, boycotts and blockades applies even if Adtraction or the Partner (as applicable) takes such measures or is subject to such measures.
Governing Law and Jurisdiction
This Partner Agreement shall be governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with this Partner Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”). The rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The place of the arbitration shall be in Stockholm, Sweden. The Parties undertake and agree that all arbitral proceedings conducted with reference to this Partner Agreement will be kept strictly confidential, as well as any decision or award that is made or declared during the proceedings.