These are the general terms and conditions of Wuzzon BV having its offices at Nieuwezijds Voorburgwal 314 (1012 RV) Amsterdam, the Netherlands, Chamber of Commerce number: 32121709. By submitting the Affiliate program application from our website and/or by using our Publisher program, you agree to the terms and conditions set out herein.
Article 1 Definitions
In these Terms and Conditions, the terms set out below have the following meaning:
a natural person acting in the course of a business or profession or a legal entity wishing to promote its organisation, brand, product(s) and/or service(s) by means of the service of Wuzzon;
a website, landings page, form, app or game of the Adviser to which the Offer is connected;
theagreement between Publisher and Wuzzon, including these Terms and Conditions;
the legal entity or a natural person acting in the course of a business or profession, with whom Wuzzon has entered into an Agreement or on behalf of whom the juristic act based upon which the Services will be delivered is or will be executed;
the fee for each Qualified Action, agreed upon in the Agreement;
the websites, social media, displays or other media owned or controlled by Publisher or the emails sent by Publisher and clearly identified as coming from Publisher, as agreed upon in the Agreement;
a button, banner, landings page, form, game, app or other graphic, textual and creative material used for the promotion of the brands, products or services of Advertiser, which You may display in your Media and which is linked to the Advertiser Media;
an action to be performed by an individual person, for example regarding the installation/downloading of an app, the completion of an application form for a product or service on the Advertiser Media or any other action agreed upon between Wuzzon and the Publisher;
an Action that is qualified by Wuzzon (at its sole discretion) as an action for which Publisher will receive a Commission;
the service of Wuzzon as described in the Agreement;
a list with email addresses of persons who have indicated that they do not wish to receive emails through the Publisher and/or from a certain Advertiser;
Terms and Conditions:
these general terms and conditions for the Publishers of Wuzzon;
the website of Wuzzon.
Article 2 Terms and Conditions
These Terms and Conditions apply to and form part of all offers, proposals, agreements and other juristic acts, either made orally, in writing, electronic or in any other form, with respect to the provision of the Services by Wuzzon. The Terms and Conditions shall also apply to all future transactions between the parties without requiring any reference thereto again. The purchasing or other terms and conditions of Publisher are expressly rejected Wuzzon and are not applicable.
Deviations from the Terms and Conditions shall only apply if and to the extent that they have been explicitly agreed upon in writing between parties
If any provision of these Terms and Conditions is null and void or annulled, the other provisions of these Terms and Conditions shall remain in full force. Parties shall negotiate a new provision that shall approximate the contents and the scope of the original provision as closely as possible.
All offers, quotations and prices form Wuzzon are non-binding on Wuzzon and shall be valid only as an invitation to You to place an order, unless explicitly otherwise stated in writing.
All orders placed by Publisher are binding and may not be revoked by the Publisher. An Agreement shall have been concluded as soon as Wuzzon accepts Your order in writing (including e-mail), or, depending on whichever comes first, Wuzzon starts executing the Your order. In case that Wuzzon places an order, such order is non-binding and may be revoked by Wuzzon, An agreement shall haven been concludes as soon as You accept the order of Wuzzon or, depending on whichever comes first, You start executing the order (for example by sending traffic). Wuzzon is entitled at all times to refuse an order at its sole discretion for any reason, for example in the event that the information provided by You is untrue, inaccurate or incomplete if the (content of the) order is unlawful or improper.
Wuzzon reserves the right to modify these Terms and Conditions at any time by providing such revised Terms and Conditions to Your by e-mail or by publishing the revised Terms and Conditions on its Website. Your continue use of the Services shall constitute Your acceptance to be bound by the revised terms and conditions.
You agree to always cooperate with the performance of the Agreement and that You will timely provide the data required for the supply of the Services in the agreed upon manner. This includes, but is not limited to, all company details, including the business address, registered seat, registration numbers such as the Chamber of Commerce registration number and the VAT number. You guarantee that all information provided by to Wuzzon is correct, complete and up-to-date. You must immediately inform Wuzzon of any changes to the information or update its personal information provided on the Website.
Article 3 Services
Wuzzon offers You facilities to use and publish the agreed Offer in Your Media and to receive a Commission if the use of such Offer in Your Media leads to a Qualified Action. Wuzzon will make available to You the Offer for You to display on any of the agreed Media
Wuzzon uses its reasonable effort to ensure that all Offers and other information and materials made available through its Service is accurate. However, the Service, Offers and all other information and materials provided by Wuzzon under the Agreement are provided on an ‘as is’ and ‘as available’. Wuzzon makes no representation or endorsement about the suitability, timeliness or accuracy of the Service, the Offers and other information and materials. Wuzzon disclaims all warranties, either express or implied, including but not limited to, warranties of condition, quality, fitness for a particular purpose and non-infringement of third party rights. In particular does Wuzzon not guarantee that; a certain amount of Qualified Actions or Commissions will be generated through the Service; third parties will use the Services, including the Offer and the Advertiser Media in a legitimate manner; The Service, including the Offer and the Advertiser Media, will be uninterrupted and error free, and free from viruses, faults or defects, or that defects can be remedied; no data will be lost; the Offer, the content of the Advertiser Medias is legal, and that Advertisers will meet their payment obligations and other obligations;
The Offers, the Advertiser Media and other information with respect to the Advertiser and its products and services come from third parties (the Advertiser). These Advertisers are liable for the suitability, timeliness or accuracy of this information.
Additional conditions may apply to some Offers. In the event that such is the case, the additional conditions will be published in the Offer.
Wuzzon shall endeavour to provide the Services with minimum disruptions. However, Wuzzon cannot guarantee that the Services will always function without disruptions, delay or other imperfections.
Wuzzon is entitled, without any liability, to refuse, limit, suspend and/or interrupt the Services and/or the use of one or more Offers for any reason whatsoever, at its own discretion and without any notice to User. Furthermore, Wuzzon may change the technical features of the Service in order to keep pace with the latest demands and technological developments.
Article 4 Your use of the Services and the Offers
In connection with the use of the Services You will receive a username and password to enter into the Website. Wuzzon grants You a non-exclusive, non-transferable, revocable right to use and access the Services through Your user name and password solely in accordance with and during the term of the Agreement (including the terms and conditions). Wuzzon is entitled to revoke this right at any time at its sole discretion. The username and password have to be kept secret and safe with due care. You are not entitled to give this information to third parties. In the event that abuse or theft of the identifying information is presumed, You must inform Wuzzon immediately an take suitable measures to avoid illegal use of the information.
You are liable for all the use that is made of the Service via Your account and identifying information. Wuzzon is not liable for losses and/or damage resulting from abuse or theft of the user name and/or password.
During the term of the Agreement and subject to the terms of these Terms and Conditions, Wuzzon grants You a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable license to use the Offer, the names of the Advertiser Media and other information of the Advertiser provided by Wuzzon, solely for publishing the Offer in the agreed Media. Wuzzon will make the Offer and information available to You via the Website. You will always observe all of Wuzzon’s instructions, directions and regulations, and make no changes to the Offer, content or names in any way.
Wuzzon is always entitled to change, suspend or discontinue the Offer or remove, alter or modify any tags, texts, graphics or other material or information that’s being used in the Offer. You agree to promptly implement any request of Wuzzon to change, remove, alter or modify any (part of the) Offer used in Your Media. Notwithstanding the foregoing you are not entitled to modify, change or alter the Offers, without the prior written approval of Wuzzon.
You acknowledge and agree that the information of the Wuzzon’s Advertisers is confidential and of great value of Wuzzon and may, therefore, not be disclosed to third parties or used for any other purpose than laid down in the Agreement. During the term of the Agreement and during a period of one year after the Agreement, You grant Wuzzon exclusivity with respect to the Advertisers. Meaning that outside the Services, You will not direct nor indirect (for example through another partner) promote the Advertiser, its brands, products or services through Your Media.
You will always comply with all (i) reasonable instructions of Wuzzon, (ii) obligations, requirements and restrictions under the Agreement (including restrictions with respect to Your use of the Offer or Service); (ii) applicable laws, rules, legislation and regulations as they relate to Your business, Your Media or Your use of the Offer and the Service; (iii) terms, conditions, guidelines and policies of any third party services used by You in connection with the Service, including but not limited to, email providers, social networking services and ad networks. Furthermore, You guarantee that Your use of the Service (including Your promotion of the Offer through Your Media) does not violate the applicable legislation and regulations, including, but not limited to the Telecommunicatiewet (Dutch Telecommunications Act) and the European General Data Protection Regulation (‘GDPR’), nor is otherwise unlawful.
Article 5 Responsibilities with respect to Your Media
You are liable and responsible for the development, operation, maintenance of, and all content on, or linked to, Your Media. You guarantee that all materials, information or other content used in Your Media or otherwise used in connection with the Services (i) are legal, (ii) do not infringe upon the intellectual property rights or other rights of any third party, and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Wuzzon considers objectionable; (collectively, “Objectionable Content”).
You will not make any representations, warranties or other statements concerning Wuzzon, the Advertiser or any of their respective products or services, except as expressly authorized herein or in the Agreement.
You will make sure that Your Media does not copy or resemble the look and feel of the Advertiser Media or create the impression that Your Media is endorsed by Wuzzon or Advertiser or a part of the Advertiser Media, without prior written permission from Wuzzon.
Article 6 Your use of the Offers in e-mail campaigns
Only after Wuzzon’s prior written approval, are You entitled to include the Offer in email campaigns. In such event the additional terms in this article 6 shall apply.
For all email campaigns, You have to download the Suppression List from the Website. You will always filter Your email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on Your email list. You agree that failure to download the Suppression List and remove all emails from the database before mailing shall result in a material breach of the Agreement.
You are not entitled to use the Suppression List for any other purpose then provided in this article 6 and for example will not mail, market or contact any person or email address inserted on the Suppression List. Doing so shall result in a material breach of the Agreement.
You guarantee that your use of the e-mail addresses and all other personal data strictly complies with the Dutch Telecommunications Act, the GDPR and/or all other applicable regulation and legislation, and that You will not send electronic messages in violation of article 11.7 of the Dutch Telecommunications Act, or otherwise act in conflict with the applicable regulation and legislation. For example, You guarantee that are entitled to send the Offer to the e-mail addresses on Your email list, that the persons behind these e-mail addresses have given a legally valid consent, which can be proved by You, and that all e-mails You will send in regard of the Agreement will contain a legally valid opt-out method and that all opt-out requests will be treated in accordance with applicable regulation and legislation. Furthermore, if You receive an opt-out request, You shall immediately forward such request to Wuzzon at email address: firstname.lastname@example.org
Your emails containing the Offers may not include any content other than the Offers, except as required by applicable law.
From time to time, Wuzzon may request – prior to sending emails containing the Offer – that You submit the final version of Your email (including the Offer) to Wuzzon for prior written approval. Notwithstanding the foregoing, it is always solely Your obligation and liability to ensure that Your emails comply with the legislation and regulation. You agree not to rely upon Wuzzon’s approval of Your email for compliance with the legislation or assert any claim that You are in compliance with the legislation based upon Wuzzon’s approval.
Article 7 Your use of the Offers in advertising or Publisher network campaigns
You will not place the Offers in Your affiliate network (the “Network”) for access and use by those affiliates in Your Network (each a “Third Party Publisher”), without the prior written approval of Wuzzon.
You must always receive Wuzzon’s prior written approval for each Third Party Publisher You wish to use in respect of the Agreement.
You guarantee that all Third Party Publishers fully comply with the Agreement (including the Terms and Conditions) and that each Third Party Publisher affirmatively accepts, through verifiable means, these Terms and Conditions prior to obtaining access to the Offers.
You ensure that the Third Party Publisher shall not display or be associated with Objectionable Content. You further guarantee to maintain Your Network according to the highest industry standards.
All Third Party Publishers must be in good standing with Publisher. You shall promptly terminate any Third Party Publisher who takes, or could reasonably be expected to take, any action that violates these General Terms and Conditions.
In the event that You suspect any breach of a Third Party Publisher of the Terms and Conditions or any other wrongdoing by a Third Party Publisher with respect to the Offers, You (i) shall promptly disclose to Wuzzon the identity and contact information for such Third Party Publisher, (ii) shall promptly remove such Third Party Publisher from your Network and (iii) terminate its access to and use of the Offers. You will always remain liable for all acts or omissions of any Third Party Publisher.
Article 8 Fraudulent activities
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other Publishers, falsify information in connection with the Actions, use any other method that leads to falsely generated or artificially inflated Actions or Commission or otherwise exceed Your permitted use of the Service. Fraudulent activities include, but are in no way limited to: automatic redirections of visitors, blind text links, misleading links or other automatic means to increase the number of clicks, views, installs, the completion of any required information or any other Actions through the Offers; using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud; actions by a natural person who has been engaged for the purpose of performing the Action, whether exclusively or in conjunction with any other activities of that person (including, without limitation, employing any means to induce, encourage, incentivize or trick other persons into performing the Action); actions by non-human vistors (such as bots) and/or that are not actually visible to the human eye or perceived by a human being; marking or cloaking any URL; or employing any means to obscure the true source of traffic, or conceal conversions Wuzzon shall make all determinations about fraudulent activity in its sole discretion.
Article 9 Qualified Action and Commission
Wuzzon will in its sole discretion determine if an Action can be qualified as a Qualified Action. Actions will not be qualified as a Qualified Action if for example the Advertiser has refused to accept the Action as a Qualified Action in accordance with the Advertiser Terms (for example in case of duplicate email addresses or downloads) or if the Action is determined by Wuzzon to be fraudulent, illegal or incomplete.
For each Qualified Action, Wuzzon will pay You the Commission agreed upon in the Agreement, under the conditions inserted in this article.
Wuzzon will pay Your any Commissions earned monthly, provided that total balance of Your account is greater than € 100. Accounts with a balance of less than € 100 will roll over to the next month and will continue to roll over until the € 100 is reached.
Wuzzon reserves the right to charge back to Your account previously paid Qualified Action that are later determined to have not met the requirements to be a Qualified Action.
Payment for Commissions is always dependent upon Advertisers making their payments to Wuzzon, and therefore, You agree that Wuzzon shall only be liable to You for the payment of the Commission to the extent that Wuzzon has received such payment from the Advertiser. You hereby release Wuzzon from any claim for Commissions if Wuzzon has not received such payment from the Advertiser.
Unless otherwise agreed upon in writing, Wuzzon shall automatically generate an invoice on Your behalf for all Commissions payable under this Agreement and shall remit payment to You based upon that invoice. All tracking of Offers and determinations of Qualified Actions and Commissions shall be made by Wuzzon in its sole discretion. In the event that You disputes in good faith any portion of an invoice, You must submit that dispute to Wuzzon in writing and in sufficient detail and with proof, within thirty (30) days of the date on the invoice. If You don’t dispute the invoice as set forth herein, then You agree that You irrevocably waive any claims based upon that invoice. In the event that You also track Qualified Actions and You claim a discrepancy, You must submit Your reports at the same date you submit the dispute. If Wuzzon’s and Your reported statistics vary by more than 10% and Wuzzon reasonably determines that You have used generally accepted industry methods to track Qualified Actions, then both Wuzzon and You agree to make a good faith effort to solve the dispute. If the parties are unable to solve the dispute, then Wuzzon’s numbers shall govern an prevail.
If You have an outstanding balance due to Wuzzon under this Agreement or any other agreement between You and Wuzzon, whether or not related to the Services, You agree that Wuzzon may offset any such amounts due to Wuzzon from amounts payable to You under this Agreement.
Article 10 Processing of personal data
If and insofar You processes personal data on behalf Wuzzon or its Advertisers (for example if You use the Suppression list), Wuzzon or the Advertiser is the controller and You are the (sub)processor as defined in the European General Data Protection Regulation (‘GDPR’). You will process the personal data only if and insofar necessary for the fulfilment of Your obligations under the Agreement. Additional processing of personal data on behalf of Wuzzon, will only take place after the receipt of a written instruction of Wuzzon or if there is a legal or statutory obligation. You shall not process the personal data for a period longer than necessary for the fulfilment of You obligations under the Agreement.
You will take appropriate technical and organizational measures to protect personal data against loss or any form of unlawful processing. These measures guarantee, taking into consideration the state of technology and the costs of execution, an appropriate level of security given the risks that come with processing and the nature of the data to be protected. The measures are aimed in part to prevent unnecessary collection and further processing of personal data.
Upon written request from Wuzzon, You will provide Wuzzon information regarding Your processing of the personal data, including all security measures taken.
Upon written request, You will give Wuzzon, or an accredited auditor appointed by the Wuzzon, access to Your systems and premises to check whether You act in accordance to the security obligations as outlined in the GDPR. You will always comply with the performance of examinations as outlined in this article.
You will always promptly (within 48 hours) provide Wuzzon all information necessary to demonstrate compliance with Wuzzzon’s (or the Advertisers) obligation to respond to requests for exercising the data subject’s rights laid down in the GDPR.
Only after the written consent of Wuzzon, are You entitled to contract one or more sub-processors in processing personal data. In that case, You will conclude a data processing agreement with the sub-processors that outlines all relevant obligations in these Terms and Conditions.
You will notify Wuzzon promptly and at least within 24 hours when a break in or serious attempt thereof is discovered, or a breach of the security measures of You or one of its sub-processors, has been made, when reasonably can be assumed that this breach leads to considerable risk of loss or unlawful processing of personal data with negative consequences for the personal data and the personal privacy of those involved.
The notification specified in article 10.7 include relevant information about (i) the nature of the breach, (ii) the identified and probable consequences of said breach on the processing of personal data and (iii) the measures that will be taken to end or prevent the breach and to limit the negative consequences of said breach.
You shall treat all personal data strictly confidential and will not disclose or provide the personal data to third parties, unless applicable law or regulation, a court discussion or a decision of a Supervisory Authority requires You to do so, in which case You will always inform Wuzzon thereof in writing, prior to Your disclosing.
You shall not use any cookies, pixels or comparable technologies without the prior written approval of Wuzzon. If Wuzzon agrees that these technologies can be used, You guarantee that such use complies with the relevant regulation and legislation, including the Dutch Telecommunications Act and European Directive on privacy and electronic communications.
Article 11. Confidentiality
Except as otherwise provided in this Agreement or with the consent of Wuzzon, You agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Wuzzon or any of Wuzzon’s Advertisers shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by You for any purpose other than Your use of the Service, except and solely to the extent that any such information is generally known or available to the public through a source other than You. You shall not use any information obtained from Wuzzon to develop, enhance or operate a service that competes with the Service, or assist another party to do the same.
Article 12. Intellectual property rights
All intellectual property rights with regard to the Services, the Offer, the Website and all documentation, information, software and any other materials developed by Wuzzon and/or provided to You under the Agreement shall exclusively belong to Wuzzon or its licensors. You shall only acquire the rights of use expressly granted in the Agreement and/or these Terms and Conditions and, if relevant, by law. Any other or more extensive right is excluded. You will not be entitled to use the trademarks, brand names, logos, trade names, designs or know-how, or any other distinctive sign of Wuzzon without its prior written consent.
You may not alter, modify, manipulate or create derivative works of the Offers or any graphics, creative, copy or other materials owned by, or licensed to, Wuzzon in any way. Wuzzon may revoke Your license anytime by giving You written notice. You agree that Wuzzon may use any suggestion, comment or recommendation You choose to provide to Wuzzon without compensation. All rights not expressly granted in this Agreement are reserved by Wuzzon.
Article 13. Termination
This Agreement are entered into for the period set out in the Agreement. After this period the Agreement will be renewed automatically for an indefinite period unless one of the parties terminates the Agreement. You are always entitled to early terminate the Agreement in writing, in observation of a notice period of one calendar month. Wuzzon is always entitled to early terminate the Agreement in writing with immediate effect for reasons of its own, without being liable for any costs or damages resulting from the early termination.
Wuzzon is entitled to suspend or terminate all or part of the fulfilment of the Agreement with immediate effect, if You fail to fulfil Your obligations under the Agreement, or if Wuzzon has a reasonable cause for concern that You will You fail to fulfil Your obligations, without prejudice to any other right to which Wuzzon is entitled.
Notwithstanding all other rights, the parties are entitled to terminate with immediate effect all or part of the Agreement without judicial intervention being required and without being required to provide notice of default if the other party: has petitioned for a suspension of payments or this has been granted; has been declared bankrupt or a petition for bankruptcy has been filed.
Upon termination of the Agreement for any reason, You will immediately cease all use of the Offers, remove the Offers from Your Media and/or delete all copies of the Offers and all other information and materials of Wuzzon and/or the and will cease representing Yourself as a Wuzzon or Advertisers publisher.
All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
Article 14. Penalty and Remedies
In addition to any other rights and remedies available to Wuzzon under this Agreement, Wuzzon reserves the right to delete any Actions submitted through Your Media and withhold and freeze any unpaid Commissions or charge back paid Commissions to Your account if (i) Wuzzon determines that Your have violated the Agreement (including these Terms and Conditions), (ii) Wuzzon receives any complaints about Your use of the Service and Your Media, which Wuzzon reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in the Agreement (including these Terms and Conditions).
Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Wuzzon reserves the right to disclose Your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Your actions.
If You acts contrary to article 4.4, 6, 8 and 12, You will automatically forfeit by operation of law (without any notice of default being required) to Wuzzon a contractual penalty of EUR 5.000,- (five thousand euros) for each violation and for each day or part thereof that non-compliance is continued, without prejudice to the right of Wuzzon to claim full compensation for any damages suffered and to be suffered.
Article 15. Limitation of Liability and Indemnification
Wuzzon can only be held liable for direct damages resulting from an attributable failure of its obligations under the Agreement. Direct damages in this respect exclusively mean: (a) all reasonable costs incurred by You in order to have Wuzzon’s performances meet its obligations under the Agreement; (b) all reasonable costs incurred by You in order to prevent or limit any direct damages as meant in this article. (c) all reasonable costs incurred by You in order to establish the nature and scope of the direct damages as meant in this article. Wuzzon’s liability for the direct damages will be limited to a maximum amount of € 50,- per event, whereby a series of connected incidents or events will count as one incident or event.
Any and all liability of Wuzzon for indirect damages, including but not limited to consequential damages, loss of profit, loss of turnover and damage of reputation, is excluded.
You agree to fully indemnify, defend and hold harmless Wuzzon, its Advertiser and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorney fees and costs) caused by: (i) Your failure or breach of the Agreement and Terms and Conditions, including any representation, warranty, covenant, restriction or obligation made by You herein; (ii) Your misuse, or the misuse by a party under Your reasonable control (including Third Party Publishers), of the Offers or Wuzzon’s or the Advertiser’s intellectual property rights; (ii) any act or omissions of Third Party Publisher appointed by you; (iv) or any claim related to Your Media, including but not limited to, the content contained on such Media (except for the Offers).
Article 16. Final stipulations
This Agreement is governed by Dutch law.
Any disputes arising from the Agreement or these terms and Conditions will be submitted to the competent Court in Amsterdam
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