Definition of the parties involved:
SmartResponse-Media.com (hereinafter “SmartResponse”) operates and manages an affiliate marketing network (“SmartResponse Network”) with publishers, advertisers and the SmartResponse Network itself as participants. “Advertiser(s)” are clients who market their products and/or services in the SmartResponse Network using banners, text-links, product data, e-mails, etc. as available “Campaign” links available for the publishers. “Publisher(s)” are individual website owners or business entities that promote advertisers’ Campaigns through their online marketing inventory website, e-mail, etc, and in return earn commissions for referring sales, leads, and/or traffic.
1.1 This agreement regulates the partnership between SmartResponse and Publisher.
1.2 To participate in the SmartResponse Network, Publisher must register as a publisher.
1.3 All legal entities or individuals over 18 years of age may register as publishers. Publisher must have a bank account to participate.
1.4 By completing the registration form and accepting these Terms and Conditions, the Publisher submits a request for registration with the SmartResponse Network subject to these Terms and Conditions.
1.5 If SmartResponse accepts the request, it will confirm this and Publisher’s acceptance by e-mail. SmartResponse reserves the right to refuse a request without giving any reasons for its refusal.
Publisher media and advertising >>
2.1 Publisher will have access to Advertiser Programs using the SmartResponse Publisher interface. When retrieving campaign material from any individual Advertiser Program, Publisher accepts any additional conditions for promoting the Advertiser through the Publisher’s Advertising Space. These additional conditions shall become legal part of these Terms and Conditions.
2.2 The Publisher’s online marketing inventory will be reviewed by SmartResponse to ensure compliance with these Terms and Conditions and the additional conditions of any individual Advertiser Program. Should it not comply with the conditions set forth in these Terms and Conditions including the conditions of any individual Advertiser Program, see section concerning breach of contract.
2.3 Publisher may not conclude contracts or engage in contractual negotiations with Advertisers concerning commercial activities, directly or indirectly, regarding a specific Advertiser Program that the Advertisers run exclusively in the SmartResponse Network .
Publisher obligations >>
3.1 Publisher is responsible for providing correct and complete data at registration. Should the data provided at registration be incomplete or change at any time, the Publisher must complete their profile stored on the SmartResponse Interface.
3.2 Publisher will submit to SmartResponse any data required by law and any relevant jurisdiction. SmartResponse may at its discretion require the publisher to obtain relevant tax, VAT and/or duty number.
3.3 The publisher warrants that Publisher will keep user name and password to the SmartResponse interface confidential and under no circumstances pass it on to 3rd parties.
3.4 The Publisher warrants that Publisher upholds national legislation in the respective countries, including but not limited to, marketing, data protection and consumer protection.
3.5 By entering into this agreement Publisher warrants that Publisher does not violate 3rd party property rights, intellectual property rights, trademark right and copyrights.
3.6 The Publisher shall at all times comply with the local legislation against unsolicited mail and comply with general good e-mail practice. Should SmartResponse require Publisher to provide proof of opt-in to Publisher e-mail marketing list Publisher must provide so. If failing to do so, see section concerning breach of contract.
3.7 Publisher shall under no circumstance display any of SmartResponse or its Advertisers’ campaigns on online marketing inventory that contains or in any way can be associated with racism, violence, pornographic material, file sharing/piracy, illegal and/or in any way offensive material. Should such activity occur, see section concerning breach of contract.
3.8 The Publisher warrants that they will not engage in ‘brand bidding’ on any SmartResponse campaigns without prior written consent. Should such activity occur, see section concerning breach of contract.
3.9 The publisher warrants that they will not promote any SmartResponse campaign on any social marketing platform by committing ‘like-jaking’ or similar fraudulent activities. Should such activity occur, see section concerning breach of contract.
3.10 Publisher shall not attempt to obtain commission by generating transactions themselves or through a third person on any SmartResponse campaigns. Should such activity occur, see section concerning breach of contract.
Payment of commission >>
4.1 Publisher will receive payment subject to these conditions:
4.2 SmartResponse will calculate and pay commission for each calendar month and Publisher shall be paid no later than 45 days hereafter.
4.3 Commission generated by Publisher shall not be lower than 250 DKK for the calendar month in question. Should this be the case the amount will roll over to the following month.
4.4 Commission is defined as a commercial transaction and/or action approved by SmartResponse and/or its Advertiser. The commission is defined by a previously agreed amount specified in the Publisher interface.
4.5 SmartResponse shall not be held responsible for any errors in tracking and/or errors resulting in incorrect commission. SmartResponse reserves the right to correct such errors at any time.
4.6 SmartResponse has the right to modify and/or delete tracked actions or transactions in the SmartResponse Network platform if the action or transaction is deemed fraudulent. Fraudulent actions or transactions, including but not limited to, actions that are generated through artificial means, such as using an expired credit card for purchases, buying and returning items to earn commissions, submitting registrations with false information, self-inflating, duplicating or stealing registrations, or using a robot, device, program, or other methods to emulate actual purchases or other qualified actions.
Registration and storage of data >>
5.1 SmartResponse will collect, process and use personal data in accordance with these Terms and Conditions and otherwise in compliance with the applicable law governing the protection of data.
5.2 SmartResponse shall be entitled to collect and use personal data that is necessary in order to enable participation in the SmartResponse Network.
5.3 SmartResponse will collect, process and use data requested at registration as well as data accrued in the course of participation in the Network.
5.4 SmartResponse and/or it’s Advertisers has the right to contact Publisher by e-mail in connection with its participation in the SmartResponse Network.
5.5 SmartResponse shall be entitled to give it’s Advertisers access to Publishers registered data and data accrued during Publishers participation in Advertisers program. SmartResponse shall not forward to any 3rd party without prior consent.
5.6 SmartResponse will register and store data required for lead validation and campaigns in the Publisher network.
6.1 Publisher shall at all time keep all information confidential, including but not limited to pricing, campaigns and/or statistical information gathered through the SmartResponse Publisher Interface. Should Publisher not adhere to this see section concerning breach of contract.
6.2 Publisher is not permitted to change any advertising material without the prior written consent of SmartResponse.
6.3 Publisher shall not attempt to manipulate with the SmartResponse Publisher interface and the Advertiser programs that SmartResponse represents including but not limited to performance data, commission generating activities, statistics and registrations of clicks, leads and impression. This will result in an immediate expulsion from the SmartResponse Publisher network. see section concerning breach of contract.
Breach of contract >>
T7.1 In the event of Publisher’s breach of contract, SmartResponse reserves the right to take legal action against Publisher.
7.2 If Publisher are in breach of these Terms and Conditions and if third parties hold SmartResponse liable for such breach, then Publisher shall hold SmartResponse harmless against all costs and expenses SmartResponse incurs as a result of the breach.
7.3 SmartResponse reserves the right to withhold any Publisher commission in case of breach of contract and the Publisher shall pay a minimum fine of minimum but not limited to 25.000 DKK at SmartResponse’s discretion if required to do so.
7.4 SmartResponse reserves the right to amend statistics and commission in case of fraudulent activities by Publisher.
7.4 Should any additional cost or legal issues occur as a result of Publishers breach of contract, Publisher shall keep SmartResponse indemnified of those costs and accept full liability.
7.5 In case of breach of contract SmartResponse reserves the right to exclude the Publisher with immediate effect and withhold all partner commission and other such claims.
8.1 These terms & conditions are regulated by Danish law. In case of disputes they are settled by domestic arbitration.
8.2 Any such dispute or claim in connection with these terms and conditions, shall be settled by court in Copenhagen, whichever has authority under Danish law.