General Business Terms and Conditions for Publishers

§1 Introduction

The following general terms and conditions define the terms of the provision of online services by Sellsation on behalf of the Publishers, with the services consisting of the acceptance for publication and display of Ad Media on the Publishers’ websites.

§2 Definitions

The following terms and definitions have the meaning ascribed to them below for the purpose of these general terms and conditions:

1. Service – service available on websites www.sellsation.com and www.sellsation.pl, through which Sellsation offers the Users online services, according to article 2, point 4 of the Polish law on online services dated July 18, 2002.
2. Terms and conditions – these terms and conditions
3. Sellsation – Prolink Spółka Akcyjna, a company headquartered in Warsaw, Poland, at ul. Marszałkowska 58/54, registered in the commercial registry at the District Court, 12th Commercial Department, National Court of Registry, at no. KRS 0000367769, with the initial equity of PLN 100 000 (one hundred thousand Polish zloty), taxpayer identification number NIP: 7010264595, REGON: 142641157.
4. Ad Media – PHP / HTML / Java Script code, which causes the display of contents selected by Sellsation once it is embedded or otherwise accepted by the Publisher’s website. In particular, Ad Media includes text links, banners, product data, online news, video clips etc.
5. Publishers’ Website – website, which is managed solely by the Publisher.
6. Ad Space – selected space on the Publisher’s website designated for the display of Sellsation Ad Media.
7. Publisher – user of the Service, who provides ad space on his websites or online services, for the purpose of the placement of Ads by Sellsation.
8. Affiliate Program – program implemented by Sellsation and by the Publisher based on these Terms and Conditions and in accordance with the existing laws.

§3 Conclusion of the Agreement

1. To participate in Sellsation, Publishers must register in the Service. After the registration, Publishers may participate in the partner programs and display ad media on the Publishers’ websites.
2. The account is set up only after the Publisher completes the entire registration process in the Service.
3. Legal entities or private individuals over 18 years of age may register as Publishers. Additionally, each Publisher must have a bank account. Sellsation reserves the right to verify the Publisher’s personal data. Registration with Sellsation is not transferrable to other entities.
4. By completing the registration form and accepting the present General Business Terms and Conditions, the Publishers submit an offer to conclude an agreement to participate in Sellsation. By competing the registration form, the Publisher confirms that the data provided in the form are true.
5. Access to Sellsation Network will be activated by clicking on an activation link sent in the confirmation e-mail and entering access data.

§4 Subject of the Agreement

1. ProLink Spółka Akcyjna, a company incorporated in Warsaw, manages and operates Sellsation. Participants of Sellsation are the Publishers, the Advertisers and Sellsation. Publishers are individuals or legal entities providing space on their homepages or websites or in their e-mail etc., to the Advertisers. Advertisers are individuals or legal entities, which market or advertise their goods and services using Sellsation on the Publishers’ websites.
2. Publishers participate in the partner programs and incorporate the Advertisers' Ad Media into their Advertising Space. Whenever third parties, such as end consumers, click on the Ad Media and this subsequently results in a business transaction with the Advertiser, the Publisher will receive remuneration for providing the Advertising Space which has successfully connected the end consumers to the Advertiser. In this context, business transactions establish the entitlement to receive a Commission. A business transaction is for example the purchase of goods or a request for services, but it may also be defined as clicking on or viewing Ad Media, or registering on a website, subscribing to a newsletter, sending an e-mail or such like.
3. Sellsation monitors and records the business transactions concluded, provides the Publishers with the tracking data and credits the Commissions on the Publishers’ Accounts. Only the Sellsation tracking data will be recognized for the identification of successful transactions and for the calculation of the resulting compensation.
4. The registration with and participation in the Sellsation Network is free of charge.
5. The Publishers can control their advertising activities using the Sellsation Interface; in particular, they can select the type of Ad Media and embed / incorporate them into their Advertising Space. The Publisher may generate the available Ad Media in his Sellsation Publisher panel.
6. Sellsation ensures that the available Ad Media are up to date, compete and correct. Sellsation is obliged to review the contents for the Ad Media provided by the Advertisers. Certain features may be temporarily unavailable due to maintenance or other improvements.
7. Sellsation endeavors to continuously develop and improve the ProLink Network. In the course of such development, Sellsation may improve, expand or modify individual applications and functionalities.

§5 Participation in Sellsation

1. Publishers shall apply for the available partner programs using the Sellsation Interface, providing the thematic subject of their websites and the details of their Advertising Space. In the application process, the properties of their Advertising Space will be checked against the prerequisites of the partner program. Should the Advertising Space listed in the registration process or in the application for a specific partner program not correspond to the Advertising Space actually available, Sellsation is entitled to block the Publisher’s account immediately.
2. During the term of this Agreement, the Publisher may not circumvent Sellsation from its function as a broker by signing contracts or entering contractual negotiations with the Advertisers, which cover the subject matter of this Agreement or similar services associated with the daily deal services.

§6 Duties of the Publisher

1. By registering with Sellsation:
1. The Publisher warrants, that the data provided at registration is correct and complete. Should the data provided at registration change at any time after registration, the Publisher must change his profile stored on the Sellsation Interface.
2. The Publisher undertakes to keep the access data selected at registration (e-mail address and password) confidential, not to communicate such data to third parties and to keep such data away from third parties. No third party must be enabled to use Sellsation access data. Publishers who have reason to assume that third parties have become aware of their access data must inform Sellsation about this fact immediately.
2. Publishers must hold the required rights to the Advertising Space.
3. By applying to a partner program and incorporating the advertisement into their Advertising Space, Publishers warrant that their Advertising Space and the advertising activities as a whole does not infringe upon any rights of the third parties (in particular copyrights, trademark rights, personal rights or similar).
4. The Publisher must respect the prohibition of unsolicited advertisement (“Spam”) when sending e-mails containing Ad Media. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails; should Sellsation so request, Publishers must provide written evidence of such consent has been granted.

§7 Misuse

1. Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law, these General Business Terms and Conditions for Publishers or the principle of the Sellsation Network, is not allowed. In particular, the following activities are prohibited:
1. Attempts to gain Commissions by the Publishers by executing the transactions by themselves, or through third parties.
2. Fraudulently pretending or faking transactions, for example by entering third party data without third party’s authorization, or by providing false or non-existent data when ordering goods or online registration.
3. Using Ad Media, which enable Tracking, but are not displayed at all, visibly or in the size incompatible with Sellsation requirements.
2. Any form of misuse of Sellsation will lead to the blocking of the Publishers’ accounts immediately. In this case Publishers may raise an objection (e.g. via letter or e-mail) within a month in order to provide a statement and evidence that the chosen form of Ad Media has been in accordance with these Terms and Conditions .If the Publisher cannot confute the breach of this Agreement, Sellsation will issue a notice of termination and the Publisher shall not be entitled to any remuneration.

§8 Remuneration

The Publishers will receive performance-based remuneration (commission-based).

1. The amount of the Commissions in each individual case, and the type of business transactions entitling to the payment of Commissions, shall depend on the respective Advertiser's partner program. The Advertiser may modify the conditions of the partner program or terminate the entire program. Publishers shall not demand a program being operated at all or at certain conditions. Publishers have no claim to any further compensation of expenses or costs etc.
2. The entitlement to the payment of Commissions depends on the fulfillment of the following terms:
1. A business transition between the customer and the Advertiser has been affected via the Advertising Space and the Advertising Media;
2. The transaction has been tracked by Sellsation;
3. The transaction has been approved by the Advertiser and confirmed by Sellsation;
4. Lack of suspicions as to improper use of the network, according to §7 of these Terms and Regulations.
3. In order to pay the Commission, Sellsation will credit the funds earned through the participation in the partner program on the Publisher’s account.
4. Once a minimum amount of PLN 100 (one hundred zloty) has been credited to the account, the Publisher can order the funds to be paid out by filling an appropriate form at the Sellsation Panel and by sending a bill or a paper VAT invoice (at the Prolink S.A. address) and an electronic invoice at support@sellsation.com. Disbursement of the Commission is conditional upon meeting the following terms:
1. The amount will be paid without any charges on the bank account designated by the Publisher. If the bank account is not a Polish account, bank charges will be deducted from the amount paid (according to the bank fee schedule for the wire transfer).
2. Payment of the compensation will be made within 21 days of the delivery of a properly filled VAT invoice or a bill to Sellsation. The date of payment is the date on which the remuneration was deducted from Sellsation bank account.

§9 Term of the agreement and termination

1. The Agreement on the participation in the Sellsation Network is concluded for an indefinite term. Parties may terminate the agreement at any time in a text form (by letter, or e-mail).
2. Any business transactions that were procured using the Advertising Space at the time of the termination of the Agreement, will be processed pursuant to §10 of these Terms and Conditions after the receipt of the termination notice. Upon the expiry of this Agreement, any credit balance will be paid to the Publisher.
3. If the Agreement has been terminated by Sellsation due to misuse of the Sellsation network, appropriate liquidation damages will be deducted from the Publisher’s Account.

§10 Termination of the participation in Sellsation due to lack of activity

1. The registration of Publishers with Sellsation, who fail to activate the registration via the activation link, will be automatically cancelled after 60 days. A new registration will be possible after the account is deactivated.
2. If no commissions have been credited on the Publisher’s Account for a period of two (2) years from the date of registration, Sellsation reserves the right to automatically close the account and cancel the registration. A new registration will be possible after the account is deactivated.
3. Individual Commissions expire after a period of three (3) years from the end of the year, in which the Commission was credited on the account and are forfeited on Sellsation’s behalf.

§11 Data protection law

1. Information and data obtained during the participation in the Sellsation Network may only be used in connection with Sellsation. Transmission of this information or data to third parties or the use of such data for any purpose other than those allowed by these Terms and Conditions is prohibited.
2. The Publishers may not modify Advertising Media or their source code, neither visually nor technically nor with regard to their content, nor are they allowed to process the Ad Media and their source code in any other way, unless they are given prior written permission to do so by Sellsation.
3. Sellsation and its applications are protected by the copyrights and by other statutory rights.

§12 Liability and limitation of liability

1. Sellsation shall not be held liable for the content of the Publishers’ websites and third-party websites, nor shall it be liable for any damages or other failures resulting from any defects of the Publishers’ software or hardware. Sellsation shall also not be liable for damages resulting from the fact that the Internet was not available or malfunctioning.
2. Sellsation conducts ongoing supervision over the technical functioning of the Service, ensuring its proper operations. However, Sellsation does not guarantee continuous availability of the Service, as well as error-free functioning and is not responsible for the lack of availability for reasons beyond its control.
3. In particular, Sellsation is not responsible for the following:
1. submission by the Publisher of data incompatible with the actual state, incomplete or not up to date at the registration and for the failure to update such data;
2. any damages caused by the violation of third party rights by the Publishers in connection with the use of the Service;
3. damages caused by third parties becoming aware of the Publisher’s password;
4. damages caused as a result of interference in the operations of the Services or its unavailability, caused by reasons independent of Sellsation, or those caused by events, which could not be prevented by Sellsation;
5. any other damages caused by the failure by the Publisher to comply with the provisions of these General Terms and Conditions;
6. failure to, or improper provision of services for reasons which are caused by third parties (including the operators of telecommunications networks), caused by force majeure, as well as causes independent of, or not caused by Sellsation;
7. for the content of Ad Media and websites, to which these Ad Media are linked.
4. Regardless of the above, Sellsation has the right to temporarily interrupt the provision of services covered by these Terms and Conditions for technical reasons. Sellsation will apply due diligence so that the (planned) interruptions are as brief as possible and will ensure that the Publisher is notified about such interruptions in advance. Temporary interruption in the provision of services will not be treated as non-performance or improper performance of Sellsation’s obligations.

§15 Modifications of the General Business Terms and Conditions for the Publishers

1. Sellsation reserves the right to amend these provisions of the present General Business Terms and Conditions for Publishers and to do so without citing any reasons. Sellsation will communicate, by e-mail, the modified conditions at least two weeks prior to the effective date. Publishers who do not object in a written form to the modification within seven days after the receipt of the e-mail, will be deemed to have accepted the respective modification. Sellsation will specifically indicate the possibility of objecting to the modification.
2. If the Publisher objects to the modified General Business Terms and Conditions for Publishers within seven days, such statement will be treated as the termination by the Publisher of the legal relationship binding Sellsation and the Publisher, used as the basis for the provision of existing services.
3. In the event where the Publisher files the statement referred to in point 2 above, Sellsation will cease offering its services for that Publisher within three working days from the date of such statement being filed.

§16 Final provisions

1. These Terms and Conditions become valid on December 19, 2011 and the updated version is in force since December 19, 2012.
2. Sellsation reserves the right to make changes in these Terms and Conditions.
3. Should any individual provision of these General Business Terms and Conditions be of no effect, as a whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision will be deemed replaced by that provision that is legally effective and comes closest, in the usual understanding, to the economic intent and purpose of the invalid provision. The same applies to any unintentional omission.