THIS SERVICES AGREEMENT
MEDIAWAYSS Sp. z o.o., (the, “Mediawayss”, “We”, “DSP” etc.) .), with its seat in Warsaw at 50 Nowogrodzka Street, apartment 515, NIP 5252599542, entered into the Register of Entrepreneurs of the National Court Register under the KRS number 529442,
The Customer as a Partner which specific data are each time described in the Attachment to this Agreement, which regulates rules and statements of the partnership between Mediawayss and The Customer.
Whereas, Mediawayss conducts the business of running an advertising network and video content monetization that links publishers, owners and advertisers through ssp.mediawayss.com web site (the, “Site”, “Program”, “Platform”) and offers services based on innovative solutions in the field of broadly defined advertising activities
The Customer in the scope of its activity is looking for an entity conducting a business in the field of advertising and marketing consulting and providing for this purpose platform to perform advertising and marketing consultancy, media and media markets analysis, media campaign planning, media time buying, and media management services,
The parties have decided to conclude this Agreement.
1. On the basis of this contract Mediawayss hereby grants to the Customer the right to use and access the proprietary Mediawayss platform ("SSP platform") and to use its applications and consultations. Detailed rules for cooperation between the parties will be specified in the Attachment to the Agreement.
2. The Customer hereby grants to Mediawayss the right to use it's own video content and does not deny the possibility of placing the video on other resources with a goal to familiarize the users with it.
3. This Agreement will govern all terms of co-operation between the parties. The provisions of this Agreement and the provisions of Attachments will be treated uniformly, on condition that the detailed terms and conditions of cooperation separate for a specific Customer will be additionally regulated in the Attachment to the Agreement, which shall be treated equivalent to this Agreement.
4. Mediawayss hereby reserves all rights in and to the Mediawayss Services that are not expressly granted to Customer pursuant to the applicable Attachment
TERM AND TERMINATION
1. The term of this Agreement shall run from the date of its entry into force. The date of entry into force of the Contract is the date of signing the contract and all Attachments by both Parties or in the absence of their signature, the date when the Customer set up a Customer Account with Mediawayss.
2. The standard term of the agreement is 1 year. After this period, the contract will automatically be extended by the same period, unless it is terminated by either party in accordance with the provisions of the Agreement. The provisions of the agreement in this regard are binding unless the parties have separate provisions in this regard in the Attachment to the Agreement.
3. Each of the Parties may terminate the contract only for significant reasons or if the other party commits a gross violation of a contract or the Attachment, with a 30-day notice period. The termination should contain the basis and indicate a specific gross violation of a contract or the Attachment.
4. Either party may terminate Agreement and any Attachment immediately if the other party: becomes insolvent or makes a general assignment for the benefit of creditors; suffers or permits the appointment of a conservator or receiver for its business or assets or any similar action by a governmental entity for the purpose of assuming operation or control of the party due to the financial condition of the party; becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, in particular when such proceeding or action has not been dismissed within a 60 day period; has wound up or liquidated its business, voluntarily or otherwise.
5. Upon termination of the Agreement or the Attachment: Customer’s rights for access to SSP will terminate; Mediawayss will cease providing the applicable Services; each party will return or destroy any of the other party’s Confidential Information then in its possession, at the same time ensuring data security and in a way that prevents access to this information by third parties.
1. The Customer agrees that it will not transfer (unless the transfer will be expressly and specifically approved by Mediawayss in advance and in writing) or will not allow third-party to take the access to any Services provided by Mediawayss.
2. To the extent to which such access is permitted, the Customer will be responsible hereunder for the third party's acts and omissions in connection with such access.
3. The Customer will not modify, translate, alter, transform, repair or otherwise interfere in any way with Mediawayss software or derivative software or any software and programs included in the service.
4. The Customer will not reverse engineer, disassemble or decompile any Software or Service or use any other process or procedure to obtain the source code of any software included in any Mediawayss Service.
5. The Customer will not resale, transfer, assign or use as a service office of any Service.
6. The Customer is responsible for maintaining the confidentiality of its users’ passwords and usernames and will promptly notify Mediawayss in writing of any unauthorized use of its account or any other breach of security that is known or suspected by Customer.
FEES AND PAYMENTS
1. Mediawayss agrees to pay to Customer the fees for the Services as set forth in each Attachment.
2. Settlements are based on invoices issued by the Customer.
3. Calculation of costs on the platform takes place in USD currency. The payments are possible in five other types of currency (USD, EUR, PLN, RUB, GBP), converted on the basis of the international available currency exchange rate.
4. The Customer sends all invoices to Mediawayss to e-mail address(s) indicated in the Annex, unless another address has not been requested in writing. If the invoice is not provided on the 10th day of each month, the invoice is generated by the system automatically based on the data entered by the Customer during registration and DSP measurements recorded in the Customer account.
5. Except as stated otherwise herein into Attachment, all payments under this Agreement will be based upon SSP’s measurements, fixed into Customer account. Payments will be made solely on the basis of statistics of SSP Mediawayss panel, unless otherwise provided by additional Attachments. The Customer (video owner) receiving revenue based on platform statistic that is counting for impression of their video that was monetized via advertisement showed before their content that is named "monetized" and describes the situation when content creator monetized impression on the platform
6. Customer will issue invoices to SSP each month based on SSP’s reported delivery data and SSP agrees to pay Customer’s invoices within period which described in Attachment.
7. In the event of a delay in payment from advertisers, Mediawayss is entitled to defer payment for the same period. SSP has also the right to withdraw part of the payment amount or temporarily freeze if a warning is received from the advertiser about low-quality traffic, etc.
8. The final payment amount can be changed for 120 days from the last day of the previous month.
9. The final payment can be prolong until the date when Mediawayss will receive the payment from advertisers
10. All invoices must be received within thirty (30) days of delivery of impressions. Failure by Customer to send such invoice shall be considered a waiver of right to payment for delivery of impressions for which no invoice was sent.
11. The parties further agree to work together in good faith to reconcile any accounting discrepancies.
12. Additional provisions connected with the mutual settlements can be contained in Attachment signed between parties.
Mediawayss reserves all rights, titles and shares and all intellectual property rights related to services provided under this agreement. If the Customer requests a modification of the offer, modification or other specific logging in the purpose of changing or improvement services or exchanges them (collectively, "Modifications"), the Customer agrees that all intellectual property rights to all such modifications and / or all relevant functional features of the software are exclusive owned by Mediawayss
1. Definition. On the basis of this Agreement, the term “Confidential information”, regardless of who discloses this kind of information, means:
personal customer data;
such party’s trade secrets, business plans, strategies, methods and/or practices;
such party’s software, tools, trade secrets, know-how, designs, technical information, proprietary methodologies, computer systems architecture and network configurations;
any other information relating to such party that is not generally known to the public, including information about its personnel, products, customers, financial information, marketing and pricing strategies, services or future business plans; and
any other information which, from all the relevant circumstances, should reasonably be assumed to be confidential and proprietary.
- 1) Each party agrees that it will not disclose any Confidential Information of the other party to any third-party, and that it will not use Confidential Information for any purpose not permitted under this Agreement.
- 2) Each party will protect the Confidential Information of the other party in the same manner that it protects its own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care.
- 3) This Article supplements and does not supersede any existing non-disclosure or confidentiality agreements between the parties.
- 4) Mediawayss will have no right to use title, or interest in or to the Data, except Customer hereby agrees that Mediawayss may: collect, use, and store the Data in connection with its provision of Services and enforcement of its rights as described in the applicable Attachment; use the Data to improve the Services; compile aggregated statistics including the Data along with data of other customers for internal or marketing purposes (provided that no such use will include any information that can identify Customer or its customers). Customer reserves all of its rights in and to the Data that are not granted to pursuant to the applicable Attachment.
The foregoing obligations shall not apply to the extent Confidential Information of a disclosing party in the scope of information that:
- 1) they must be disclosed by the party receiving the request for confidential information on the basis of law, court order or administrative authority, including the relevant stock exchange, and the party's obligation to disclose information arises from mandatory legal provisions and can not be released from this obligation. In this case both parties are obliged to cooperate in disclosing of confidential information and are obliged to cooperate in efforts to convince the court or administrative body to restrict disclosure,
- 2) is known to or in the possession of the receiving party prior to the disclosure of such Confidential Information by the disclosing party,
- 3) is known or generally available to the public through no act or omission of the receiving party; or
- 4) is made available free of any legal restriction to the receiving party by a third party; or
- 5) is independently developed by the receiving party without use of any Confidential Information.
For your knowledge and awareness, we would like to emphasize that we collect two types of information.
• Personal Information
We may also collect information how the Service is accessed and used by You ("Usage Data"). This Usage Data may include information such as your computer's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
Moreover, we can collect payment data, that include:
- payment data for Publishers,
- payment data from Advertisers.
These data are processed in order to perform cooperation agreements with our Publishers and Advertisers. Payment details may include: name, address, email, swift code, account number. This is not a limited list. These data are used to make settlements, including tax settlements. They may be transferred to relevant state offices and authorities and to third parties participating in these settlements. The collecting and processing of these data is necessary for the performance of contracts offered by us. The processing of these personal data takes place without separate consent, but they are used only to conclude an agreement between the parties.
• Non-Personal Information
In common with many commercial organizations we monitor the use of the website by collecting aggregate information. We may automatically collect non-personal information about you such as the type of internet browsers you use, the pages you visit or the website that directed you to our site. But you can not be identified from this information, and it is used only to assist us in providing an effective service on this website.
1.The information that are processed
Personal data is subject to legal regulations regarding their processing.
The personal data is data for the identified or identifiable persons. The processing of personal data is, for example, collecting, storing, recording, ordering, modifying, browsing, using, sharing, restricting, deleting or destroying.
For your convenience, you need to be aware that MEDIAWAYSS Sp. z o.o. may contains links to a number of other websites. The privacy policies and procedures described here do not apply to those sites; we suggest contacting those sites directly for information on their data collection and distribution policies.
2.Processing of personal data.
▪ Personal Data Administrator
The personal data administrator is Mediawayss a limited liability company with its registered office in Warsaw, Nowogrodzka Street 50 local 515, 00-695 Warsaw, Poland, entered into the Register of Entrepreneurs of the National Court Register under the KRS number 529442. The personal data administrator is competent in all matters related to data processing personal information.
You can contact with personal data administrator via email, by application form or in writing to the address of administrator's office.
▪ Legal grounds for processing
Due to the use of Mediawayss by Users, different legal grounds for the processing of personal data may apply. It depends on the data category and the purpose of their processing.
1. Personal data may be processed by us on the basis of the legitimate interest of the personal data administrator, for example in the area of database creation, analytical and profiling activities, marketing activities, for administrator, except situations in which the overriding nature of these interests
have interests or fundamental rights and freedoms of the person they concern, requiring the protection of personal data, in particular when the data subject is a child.
In this case no additional consent is required.
2. Personal data may be processed by us for marketing purposes in the area of database creation, analytical and profiling activities, marketing activities, in our activity outside.
In this case, personal data are processed on the basis of consent given by the User of our website.
3. Personal data of persons using our services may be processed in order to perform the contract concluded between Mediawayss and the User in the scope of services offered by Mediawayss.
In this case, personal data are processed because it is necessary for the performance of the contract, and therefore no additional consent is required
4. In addition, personal data may be processed by us, if it is the obligation of the personal data administrator, imposed on him by law.
In this case no additional consent is required
- 1. Personal data may be processed by us on the basis of the legitimate interest of the personal data administrator, for example in the area of database creation, analytical and profiling activities, marketing activities, for administrator, except situations in which the overriding nature of these interests have interests or fundamental rights and freedoms of the person they concern, requiring the protection of personal data, in particular when the data subject is a child.
▪ Time of processing personal data
The time that we may process your personal data depends on the legal basis that constitutes the processing of personal data by Mediawayss.
- 1. If the case that personal data are processed on the basis of consent, the processing period continues until the user withdraws the consent.
- 2. In the case of processing of personal data on the basis of a legitimate interest of the personal data administrator, the processing period lasts to the end of the existence of such interest or until the opposition is filed by the data subject.
- 3. In case that personal data are processed because it is necessary due to the applicable law, periods of data processing for this purpose are defined by these provisions.
▪ Rights connected with personal data processing
You have the following rights in connection with the processing of your personal data:
- ✓ the right to access your data, including obtaining a copy of the data,
- ✓ the right to request data rectification,
- ✓ the right to delete data,
- ✓ the right to file a complaint with the supervisory body dealing with the protection of personal data,
- ✓ the right to limit data processing.
If your data is processed on the basis of your consent, you have also the right to withdraw consent in the scope in which they are processed on this basis. Withdrawal of consent does not affect the lawfulness of the processing that was made on the basis of consent before its withdrawal.
If your data is processed on the basis of consent or as part of the service provided (data is necessary to provide the service) you have additionally the right to transfer personal data, i.e. to receive from the administrator your personal data, in a structured, commonly used, machine-readable format. You can send this data to another data administrator. If your data is processed on the basis of a legitimate administrator's interest, you can also use the right to object to the processing of data in the scope of processing data on that basis. After effectively raising the right to object, your data will not be processed unless there is a valid legally justified basis for processing that overrides your interests, rights and freedoms or the basis for determining, investigating or defending claims.
In order to exercise the above rights, please contact the administrator or the Data Administrator.
We have implemented technologies, and policies with the objective of protecting your privacy from unauthorized access and improper use and will update these measures as appropriate as new technologies become available.
GENERAL WARRANTIES; LIMITATIONS OF LIABILITY
1. Customer hereby declares and warrants that:
- 1) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;
- 2) it has the organizational right and authority to enter into and perform its obligations under the applicable Agreement and Attachment and has all the necessary authorizations to conclude contracts on behalf of the Customer, conduct the matters of the Customer and represent the Customer outside.
- 3) each Attachment will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.
3. All Mediawayss Services are provided on an "as is" without warranty of any kind. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.
4. Indirect damages. Mediawayss neither may be held liable for any loss of profits, loss of use, loss of good will, business interruption, computer failure or malfunction, loss of content or data, cost of cover, or indirect, punitive, special, incidental, or consequential damages of any kind arising out of this agreement. The provisions of this section will apply notwithstanding any provision of any attachment to the contrary and regardless of the form of the claim or cause of action. The provisions in this respect have priority in their application before other provisions and documents.
5. Mediawayss is entitled to make an adjustments in the following cases:
- To pay promotions and bonuses
- Due to technical reasons
- Due to Publisher’s fraudulent activity
- On the basis of additional agreements with You.
6. The Customer is expressly prohibited from using any means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the services or generating of remuneration or exceed your permitted access to Mediawayss web-site. These prohibited activities include but not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, running “spiders”, automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case Mediawayss shall make all determinations about fraudulent activity in its sole discretion.
7. Mediawayss shall have no obligation to deliver a specific number of Bid Requests to Customer; Mediawayss reserves the right to change any of the auction rules by providing Customer prompt written notice sent via email; Mediawayss and/or Customer reserves the right to set up Floor Prices under which Customerses’ Bids will not be accepted.
1. This Agreement shall be construed and governed by the law of the Poland (PL). Each Attachment is governed in all respects by the laws of the Poland. You expressly consent to the exclusive venue and personal jurisdiction of the courts in and of the Poland (PL) for any actions arising from or relating to this Agreement or your use of our service.
2. Neither party will be liable under an Attachment by reason of any damages, failure or delays in the performance of its obligations under such Attachment (except for the payment of money) in case of a force majeure created independently of the party's activities such as fire, explosion, power failures, pest damage, lightning or power surges, strikes or labor disputes, water, acts of God, war, civil disturbances, terrorism, acts of civil or military authorities, inability to secure raw materials, transportation facilities, fuel or energy shortages, performance or availability of communications services or networks and network facilities, failures of any suppliers or service providers, or other causes beyond the party’s control.
3. Each Attachment completely and exclusively states the agreement of the parties regarding its subject matter. This agreement with the specific Attachment concluded between Mediawayss and specific Partner will be comprehensive and exclusively regulate mutual relations between the parties within the scope of the agreement and cooperation between the parties.
4. Each Attachment supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding its subject matter.
5. Neither this Agreement nor any Attachment will be modified except by a subsequently dated writing signed on behalf of each party by its duly authorized representatives. Amendments to this Agreement or its Attachment shall in any case be made in writing under pain of nullity, however, for the validity of such changes, it is necessary to sign the relevant documents by authorized persons and any provision on a purchase order purporting to supplement or vary the provisions of this Agreement or an Attachment will be void.
6. To the extent there is a conflict between the terms of this Agreement and an Attachment, the terms of this Agreement will prevail.
7. Each Attachment is intended for the sole and exclusive benefit of the parties hereto, is not intended to confer any rights or benefits on any third party, and only the parties may enforce such Attachment.
8. This Agreement and each Attachment may be executed in two or more counterparts, each of which when so executed will be deemed to be an original and both of which when taken together will constitute one and the same agreement.
9. Fax or electronically scanned copies of such executed documents may be used in lieu of the originals for any purpose. The parties consent to use a third party service for purposes of electronically signing the Agreement and agree to be bound by electronic signature.