Terms of Use

These Terms of Use (the “Terms”) apply to and govern Your use of the Platform and the provision of the Services and specify the relationship between Circlewise AB with business identification number 3380844-4 and registered office at Skeppsredaregatan 7 B27, 00140, Helsingfors, Finland (“Circlewise”, “We”, “Us” or “Our”) and You (“Client”, “You” or “Your”). The above named shall individually be referred to as a “Party” and collectively as the “Parties”. In consideration of the mutual covenants set forth herein, the Parties hereby agree as follows:

1. Definitions

“Ad” refers to any content displayed by You or Your Partners to End-Users including, but not limited to, banners, deals & vouchers, product feeds, rich media, text links, and videos, or any combination thereof.

“Account” refers to a single brand account on the Platform.

“Agreement” refers to the document signed between You and Us and any amendments thereto.

“Commission” refers to the total amount invoiced to You by Us per approved transaction including but not limited to impressions, clicks, leads, sales, and installs recorded on the Platform. Commission consists of Our Service Fee and Your Partner payouts.

“End-User” refers to any user of the Product.

“Interface” refers to the online element that enables You to use the Platform.

“Offer” is a promise of payment to Your Partners for promoting Your applications, products, and services under the Terms and Offer terms. Offers are created and managed on the Platform by You, Us, or both Parties as mutually agreed on by the Parties.

“Partner” refers to any person or legal entity with a publisher account on the Platform including but not limited to incentivized & cashback publishers, content site publishers, email & SMS publishers, influencer publishers, media buyer publishers, mobile app publishers, network publishers, price comparison publishers, and voucher & deal publishers.

“Platform” refers to the systems and software that enable Us to provide the Services to You, including but not limited to Our proprietary partner marketing software that allows You to build, track, manage, analyze, and optimize your Offers and to pay out Your Partners.

“Product” shall mean any application, product, or service that is advertised in an Offer.

“Services” collectively refers to all services and licenses provided to You by Us.

“Site” refers to Your application or website linked to in the Ad promoting the Product.

”Starter Package” refers to Our extended Offer launch services including but not limited to the strategic alignment in terms of target market, audience, and channels, Offer set-up, tracking testing, and transfer of Your converting and connection of new Partners.

“Websites” collectively refers to all websites and domains owned by Us.

2. Account

2.1 To enter into the Terms You must be a corporate entity or an individual of at least eighteen (18) years of age.

2.2 If the signer signs the Agreement on behalf of her/his employer or another entity, s/he represents and warrants that s/he has the full legal authority to bind her/his employer or such other entity to the Agreement.

2.3 You accept the Terms by registering for Your Account and verifying the email address You used for Your registration and/or by e-signing and/or signing the Agreement directly or as part of another document.

2.4 The Agreement shall commence and become binding to the Parties on the date on which they have been duly executed by both Parties (the “Effective Date”).

3. License

3.1 Subject to the Terms, We, in consideration for the applicable fees, hereby grant You a limited, non-transferable, non-exclusive, non-sublicensable, and revocable license to access and use the Platform and any related information provided to You by Us (the “License”).

3.2 The License does not include or authorize: (a) any reproduction, duplication, copying, sale, trading, resale, modification or any other commercial use of any portion of the Platform or any information contained therein other than as permitted by the Terms; (b) downloading (other than the page caching) of any portion of the Platform or any information contained therein, except as expressly permitted on the Platform; (c) decompiling or reverse engineering any part of the Platform; (d) using any meta-tags or any other “hidden text” utilizing Our trademarks without prior written consent; or (e) any use of the Platform or any information contained therein other than for their intended purpose. Any unauthorized use of the License is strictly prohibited and results in an immediate termination of the Terms.

3.3 Your data may be included in anonymous data sets to analyze trends, create indexes and provide market, industry, and performance insights. For the avoidance of doubt, the Parties understand and agree that such data shall not include any personally identifiable information.

3.4 You agree that You shall not, in connection with Your use of the Platform, violate any applicable law, ordinance, rule, regulation, or treaty.

4. Fees

4.1 In consideration for the provision of the Starter Package, We shall charge You a one-time fee per Account as defined in the Agreement (the “Starter Fee”).

4.2 In consideration for the provision of the Platform, We shall charge You a monthly fee per Account as defined in the Agreement (the “Platform Fee”).

4.3 In consideration for the provision of the Services, We shall charge You a percentage of the Commission as defined in the Agreement (the “Service Fee”).

4.4 Your Partners’ traffic recorded on the Platform is subject to a fair usage policy, meaning that if We deem, at Our sole discretion, the click-through rate and/or click-to-conversion rate of any Partner to be too low, We may pause or suspend the Partner’s account in whole or in part, at Our sole discretion, with immediate effect.

5. Offers

5.1 You are solely responsible for the Offer(s) You publish on the Platform and hereby agree not to (a) post, offer for download, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (b) post, offer for download, transmit, promote, or otherwise make available any software, product, or service that is illegal or that violates the rights of any third-party including but not limited to spyware, adware, programs designed to send unsolicited advertisements (i.e. “spam-ware”), programs designed to initiate “denial of service” attacks, mail bomb programs, or programs designed to gain unauthorized access to networks on the internet; (c) post Offers that could be considered unlawful, harmful, threatening, defamatory, obscene, harassing, or otherwise objectionable; or (d) post Offers that do not fully comply with all applicable local, state, and federal laws, rules, and regulations.

5.2 Engaging in any of the prohibited actions described in the preceding paragraph shall be deemed a breach of the Terms and may result, at Our sole discretion, in the immediate Termination of the Terms without notice.

5.3 You acknowledge that We have the right to pre-screen any Offer at any time but no obligation to do so. At Our sole discretion, Your Offer(s) may be published on the Platform in whole or in part and We may request Offer changes at any time. Without limiting the foregoing, We may pause or terminate any Offer at any time for cause.

5.4 At our sole discretion, we may verify if Your Offer tracking works error-free by conducting or requesting You to conduct an Offer tracking verification test on the Platform (the “Tracking Test”). If a Tracking Test fails, We shall submit the failed Tracking Test result to You by email and We consider Your Offer tracking not working since the last correctly recorded Offer sale, lead, or install transaction on the Platform (the “Tracked Offer Transaction”). From and including the Tracked Offer Transaction date until and including the date when We and/or You conduct a successfully recorded Test (the “Tracking Downtime Period”), We shall charge You a daily tracking downtime compensation in the amount of the Offer effective cost per click (the “ECPC”) per Partner in the ninety (90) days prior to and excluding the Tracked Offer Transaction date or from and including the Effective Date until and excluding the Tracked Offer Transaction date, whichever period is shorter, multiplied with the number of Offer clicks per Partner during the Tracking Downtime Period.

5.5 You acknowledge that the Offer(s), Ad(s), Site(s), and Product(s) are Your sole responsibility. We have no responsibility to review, monitor, or otherwise, police (a) the Offer(s) published on the Platform; (b) the Partner(s) promoting the Offer(s); (c) the Site(s) the Ad(s) redirect to; or (d) the Product(s) offered on the Site(s).

5.6 End-Users who use or purchase the Product(s) advertised in the Offer(s) on the Platform or who perform any other transaction on the Site(s) shall not be deemed to be Our customers, clients, or business associates. We hereby refuse any responsibility for reviewing, endorsing, policing, or enforcing any relationship between You and the End-Users. We shall have no obligation to resolve any dispute between You and the End-Users.

6. Invoicing and Payment

6.1 Our Starter Fee, Platform Fee, and Service Fee (jointly referred to as the “Fees”) are invoiced in Euro (EUR) and Your Partner payouts are invoiced in the Offer currency unless otherwise agreed upon in writing. Our Fees and Your Partner payouts are exclusive of VAT and other taxes and levies. You shall be solely responsible for any applicable VAT and other taxes and levies imposed on You by applicable laws and authorities concerning the Fees and Partner payouts.

6.2 Our data and records shall be determinative for purposes of calculating the Fees and Partner payouts due hereunder.

6.3 The Starter Fee and the first Platform Fee are invoiced on the Effective Date and become due and payable upon receipt. Thereafter, the Platform Fee is invoiced monthly in advance and the Service Fee and Partner payouts monthly in arrears. The Starter Fee, Platform Fee, and/or Service Fee are invoiced via credit card and/or invoice, depending on the payment method(s) and option(s) offered by Us at the time. In case of credit card billing, the invoice is due on the invoice date. In case of wire transfer, the payment term, except for the Starter Fee and first Platform Fee, is fifteen (15) days from the invoice date. All payment fees including but not limited to fixed and variable transaction fees and currency conversion fees, are borne by You and added to Your invoices.

6.4 We may change the Platform Fee and/or Service Fee from time to time (the “Fee Change”) upon thirty (30) days prior written notice (the “Fee Change Period”). In case of a Fee Change You shall be entitled to terminate the Terms by written notice at least fourteen (14) days before the Fee Change becomes effective. Otherwise, the new Platform Fee and/or Service Fee shall be applied to Your Account(s) after the Fee Change Period has ended.

6.5 The following conditions apply in case of Fee Change or Termination (a) You shall not receive any refund or prorated refund for amounts paid or accrued before the date on which the Fee Change or Termination becomes effective; and (b) You remain liable for all unpaid Fees and Partner payouts accrued by You until that date. Your failure to use the Platform does not constitute a basis for refusing to pay any of the associated Fees indicated hereunder.

6.6 Partial or non-payment is considered a material breach of the Terms. In that case, at Our sole discretion, We have the right to terminate the Terms and/or disable Your Account and/or deny You access to the Platform, subject to fourteen (14) days prior written notice and the opportunity to cure. Interest on delayed payments accrues at one and a half percent (1.5%) per month, compounded monthly, or, if different, the maximum legal interest rate for late payment. We reserve the right to send Your Account to external debt collection in the event of partial or non-payment within the payment term and to use Your Account information for debt collection purposes. Prior to sending Your Account to external debt collection, We shall charge you a debt collection penalty in the amount of 20% of Your total outstanding debt or up to EUR 1,000 at our sole discretion.

6.7 We shall be responsible for processing Your Partner payouts based on the recorded and approved transactions and subject to the receipt of the corresponding invoice payment. Your transaction approval is irreversible and You shall not be able to reclaim any Partner payouts made based on Your approval.

7. Your Rights and Obligations

7.1 You agree to enter and maintain accurate and up-to-date information in Your Interface.

7.2 We are entitled to request proof for every declined Partner payout and You are obliged to provide Us with the proof within 48 hours after You have received Our request. If the proof is not provided in time or disputable, We may reverse Your decision to decline Partner payouts in parts or in full at Our sole discretion.

7.3 You shall continuously monitor Your Interface and validate any pending transactions recorded on the Platform before the current calendar month as soon as possible, but, in any event, until the end of the current calendar month (the “Validation Period”). All pending transactions that are not validated during the Validation Period shall automatically be deemed approved by You and shall be approved on the Platform.

8. Intellectual Property Rights

8.1 Unless otherwise indicated, the Platform and all related content, including without limitation the Websites, press releases, presentations, videos, tutorials, case studies, white papers, infographics, help center articles, help texts, and trademarks and the selection and arrangement thereof (jointly the “IP”) are Our proprietary property or are licensed to Us and are protected by Norwegian law and international intellectual property laws. Any use, copying, redistribution, or publication of the IP or any part thereof, other than as authorized by the Terms or expressly authorized in writing by Us, is strictly prohibited. In addition to that, the look and feel of the IP including but not limited to page headers, custom graphics, button icons, and scripts, is part of the IP and may not be copied, imitated, or used, in whole or in part, without Our prior written permission. You do not acquire any ownership rights to the IP, and We reserve all rights not expressly granted in the Terms.

8.2 During the validity and for the sole purpose of the Terms, You hereby grant Us a non-exclusive, non-transferable, royalty-free, and worldwide license to use, publish, and share Your Ad(s), trademark(s), trade name(s), and other Offer content on Our Platform, Websites, and social media channels, and in Our marketing material to distribute and promote Your Offers.

8.3 Nothing in the Terms shall be deemed to grant or assign to Us any intellectual property rights, ownership rights, license rights, or interests of any kind in Your trademarks, trade secrets, patents, copyrights, products, services, technology, or other proprietary content of Yours which always remain Your sole and exclusive property.

9. Confidentiality

9.1 “Confidential Information” means information that by its nature is confidential, is designated by the disclosing Party as confidential, that the receiving Party knows or ought to know is confidential and that is disclosed by or on behalf of the disclosing Party to the receiving Party, or otherwise is in the possession of the receiving Party, in connection with the Terms and whether disclosed before, on or after the Effective Date including information that is disclosed orally, in writing, or by any other means including but not limited to print, other graphical or documentary form, contained in software, on computer disks or tapes (whether machine or user-readable), visually by way of model or demonstration and, in each case, any copy thereof.

9.2 Notwithstanding 9.1 above, Confidential Information shall not include information that

(a) entered or subsequently enters the public domain without breach of the Terms or any other obligation of confidentiality by the receiving Party;

(b) the receiving Party can demonstrate was already in its possession or known to it by being in its use or being recorded in its files or computers or other recording media before its receipt from the disclosing Party and was not previously acquired from or on behalf of the disclosing Party under any obligation of confidentiality;

(c) is disclosed to the receiving Party by a third-party without breach by the receiving Party or such third-party of any obligation of confidentiality owed to the disclosing Party;

(d) the receiving Party can demonstrate was independently developed for or discovered by the receiving Party, not as a result of any activities relating to the Terms;

(e) is hereafter disclosed by the disclosing Party to a third-party without restriction on disclosure or use, including without limitation by way of the registration of a patent specification; or

(f) is disclosed by the receiving Party with the prior written permission of the disclosing Party.

9.3 The receiving Party shall not use the Confidential Information, except as necessary for the performance of the Terms, and shall not disclose such Confidential Information to any third-party, except to its employees and subcontractors who need to know such Confidential Information for the performance of the Terms and who are subject to a confidentiality agreement similar in substance to this section 9. The receiving Party shall protect the Confidential Information from unauthorized access, use, or disclosure with at least the same degree of care that the receiving Party uses to protect its confidential information of like nature, but in any event no less than reasonable care. The foregoing obligations shall not restrict the receiving Party from disclosing the Confidential Information if required by the valid order of a court, administrative agency, or other governmental body or another valid legal process, provided that the receiving Party gives reasonable prior written notice to the disclosing Party that allows the disclosing Party to contest such an order or requirement.

10. Disclaimers

Except as expressly set forth herein, to the fullest extent of all applicable laws, the Websites (including all information thereon) and Platform are provided by Us as a neutral host and on an “as is” basis, and We disclaim (a) all representations and warranties, expressed or implied, regarding the Websites and Platform, or otherwise relating to the Terms, including any implied warranties of merchantability, fitness for a particular purpose or arising from course of dealing or course of performance; (b) any warranty that the Websites and Platform or any information thereon shall operate uninterrupted, error-free, or that the servers are free of viruses, spyware, malware, or other harmful components; and (c) liability for any third-party security methods and protection procedures. Further, We make no representation or warranty for any results obtainable from the Platform or associated products. You shall use industry-recognized software to detect and disinfect viruses from any download. No advice or information, whether verbal or written, We give on the Websites, Platform, or otherwise shall create any warranty, representation, or guarantee not expressly stated herein. During and after the validity of the Terms any claim that is not made within the statutory limitation period shall be forfeited.

11. Limitation of Liability

11.1 Nothing in the Terms excludes or limits either Party’s liability to the other for (a) fraud or fraudulent misrepresentation; (b) voluntary or grossly negligent acts or omissions; (c) loss of life or personal injury; or (d) anything that cannot be excluded or limited by law.

11.2 Neither Party shall have any liability to the other (whether in contract, tort, or otherwise) under or in connection with the Terms for any special or indirect damages, including without limitation consequential damages, loss of profits, loss of savings, and damages resulting from the interruption of business regardless whether foreseeable, known or otherwise.

11.3 The Platform may be incorporated into and may incorporate technology, software, and services owned or controlled by third parties. The use of such third-party software or services is subject to the terms and conditions of the applicable third-party (license) agreement(s) including without limitation terms of use and privacy policies, and You agree to look solely to the applicable third party and not to Us to enforce any of Your rights in relation thereto.

12. Indemnification

12.1 The indemnifying Party, at its own expense, shall defend, indemnify, and hold harmless the indemnified Party against any losses, damages, liabilities, penalties, costs, and expenses, including without limitation reasonable attorneys’ fees, and pay any settlement amounts or awarded damages arising out of any third-party claim, suit, or action to the extent that such claim, suit, or action is based upon an allegation that (a) the indemnifying Party’s performance of any of its obligations contemplated under the Terms infringes on any rights of any third party (including without limitation any intellectual property rights, privacy rights, or publicity rights); or (b) the indemnifying Party has breached any of its obligations, representations, or warranties hereunder. The foregoing obligations are conditioned on the indemnified Party promptly notifying the indemnifying Party in writing of such claim.

12.2 The indemnified Party shall promptly notify the indemnifying Party of all claims that it becomes aware of, provided that a failure or delay in providing such notice shall not relieve the indemnifying Party of its obligations except to the extent that such Party is prejudiced by such failure or delay, and shall (a) provide reasonable cooperation to the indemnifying Party at the indemnifying Party’s expense in connection with the defense or settlement of all claims, and (b) be entitled to participate at its own expense in the defense of all claims. The indemnified Party agrees that the indemnifying Party shall have sole and exclusive control over the defense and settlement of all claims. The indemnifying Party shall not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on the indemnified Party, without the indemnified Party’s prior written consent.

13. Term and Termination

13.1 Either Party may terminate the Terms in writing (with email being sufficient) for any or no reason at any time with a three-month notice period to the end of the month (the “Termination”).

13.2 Either Party may terminate the Terms with immediate effect by written notice (with email being sufficient) to the other Party if (a) the other Party commits a material breach of the Terms and fails to remedy the breach (if remediable) within fourteen (14) days of receiving written notice to that effect specifying the breach and requiring it to be remedied. For the sake of clarity, any overdue invoice constitutes a material breach of the Terms; (b) the other Party ceases to conduct its business operations; or (c) the other Party enters into a composition with its creditors, or goes into liquidation, or is dissolved, or adjudged insolvent, or is otherwise rendered incapable of performing its obligations under the Terms without the consent of a third party.

13.3 We may suspend the License and any other licenses and rights granted to You in connection with the Terms (the “Suspension”) at any time upon prior written notice (with email being sufficient) where We reasonably determine that (a) You are in material breach of the Terms; (b) any Offer violates Our policies including without limitation where We reasonably determine that Your Offer contains or links to content that is of an adult or explicit nature, offensive, indecent, harmful, threatening, defamatory, obscene, harassing, or otherwise unlawful; or (c) You, at any time, are conducting commercial activities that do not fully comply with all applicable local, state, federal, and foreign laws, rules, and regulations.

13.4 Upon Termination and/or Suspension, the following terms apply: (a) You shall remove all Our tags, links, logos, references, and other information including but not limited to container tags, redirect folders, and conversion pixels and upon request, confirm to Us in writing that they have been removed; and (b) You shall settle any outstanding amounts per section 6.

13.5 Any obligation that, by its nature, would survive the Termination including but not limited to sections 6 to 12 shall survive the Termination.

14. Representations and Warranties

Each Party represents and warrants that (a) it shall make no false or misleading representations, warranties, or guarantees concerning the other Party or any material aspects of the other Party’s business; (b) it has the authority and capacity to enter into the Terms and it is not subject to any restrictive covenants or other legal obligations; (c) it shall perform its obligations under the Terms in a timely, competent, and professional manner and with all reasonable care and skill; and (d) it shall comply with any applicable law, ordinance, rule, regulation, and treaty and shall maintain any permits, licenses, and approvals required to perform its obligations hereunder.

15. Independent Parties

The relationship between the Parties is that of independent contractual parties. Nothing in the Terms shall constitute or be deemed to constitute a relationship of a joint venture, partnership, franchise, or similar arrangement between the Parties.

16. Governing Law

The Terms, and Your relationship with Us under the Terms, shall be governed by and construed in accordance with the laws of Finland. Any claim, dispute, or matter arising under or in connection with the Terms shall be mutually resolved through negotiation to the extent possible. If the Parties fail to resolve any dispute arising hereunder through negotiation, each Party shall irrevocably submit to the exclusive jurisdiction of the courts of Finland.

17. Entire Agreement

17.1 The Terms together with the Agreement and Our Data Processing Terms (the “DPT”), Cookie Policy, and Privacy Policy constitute the entire and exclusive agreement between the Parties concerning the subject matter hereof, superseding any prior agreements, negotiations, and discussions (both written and oral) between the Parties relating thereto.

17.2 The Terms may be executed in two counterparts, each of which shall be deemed an original but all of which taken together shall constitute the same instrument.

18. Electronic Communication

Under any applicable statutes, regulations, rules, ordinances, or other laws, You hereby agree to the use of electronic signatures, contracts, orders, and other records, and the electronic delivery of invoices, credit notes, notices, policies, and other communication initiated or completed through the Platform. Further, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require a handwritten signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

19. Hierarchy

In case of conflict, inconsistency, or ambiguity between or among the Agreement, the Terms, Partner terms of use, DPT, Cookie Policy, Privacy Policy, Platform, Websites, and any other rules, policies, terms, and documents (the “Documents”), the Documents shall rank in the order of this section.

20. Changes

We may update and modify the Terms from time to time and by continuing to use the Platform and/or Services after having been informed about its modification by written notice from Us (with email being sufficient), You accept its modification and the revised Terms shall enter into force after thirty (30) days have elapsed from the written notice of the Terms’ revision.

21. Force Majeure

Neither Party shall be liable, or be considered to be in breach of the Terms, on account of either Party’s failure or delay in the performance of its obligations under the Terms for any cause beyond the reasonable control of such Party, including but not limited to electrical outages, failure of Internet service providers, default due to internet disruption caused by denial of service attacks, riots, insurrection, war (or similar), fires, floods, earthquakes, and explosions.

22. Assignment

We may assign or otherwise transfer the Terms or any rights and obligations hereunder, in whole or in part, to any person or entity without Your consent. Your rights and obligations under the Terms shall not be assigned without Our prior written consent which should not be unreasonably withheld. Any purported assignment of Your rights and obligations in violation of this section shall be null and void.

23. Severability

The unenforceability of any provision of the Terms shall not affect any other provision hereof. Where such a provision is held to be unenforceable, the Parties shall use their best endeavours to negotiate and agree upon an enforceable provision that achieves to the greatest extent possible the economic, legal, and commercial objectives of the unenforceable provision.

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