Agreement
This Agreement is made the day set out below by and between

  1. TradeDoubler Limited, Company No 3921985, a company incorporated in and according to the law of England whose registered office is at 29 Abingdon Road, Kensington, London W8 6AH, UK, hereinafter referred to as "TradeDoubler", and
  2. "You" or "the Publisher"
WHEREAS

  1. TradeDoubler has developed and operates a service, which allows You to earn money by placing a link on Your website to one or several websites, connected to TradeDoubler.
  2. In order to use the service You must accept the conditions of this Agreement and become authorised as an "Publisher". Please read this Agreement carefully. By clicking on the "Register" button You accept the conditions of this Agreement. You are not allowed to use the service if You do not accept the provisions of this Agreement.
  3. You must be accepted by TradeDoubler and the company to whose Publisher Program You would like to be registered before you can become an Publisher. You will be informed through TradeDoubler's website www.tradedoubler.co.uk when You have been accepted as an Publisher.
Now therefore, You hereto agree to the following bindings terms of the agreement.
  1. Definitions
    The following terms when used in this Agreement shall have the following meanings:
    1. "Linked Website" - means a Website to which the Publisher has placed a link on his website and which is connected to an Publisher Program registered at TradeDoubler.
    2. "Visitor" - means any person who clicks on a link placed on the Publisher's website and thereby is connected to a Linked Website.
    3. "Click" - means a click by a Visitor on a link on the Publisher's website serving a Linked Website to the Visitor's browser.
    4. "Lead" - means a Visitor who is connected to a Linked Website by the Publisher and who has completed a definite act at the Linked Website, for example made a registration as a user.
    5. "Transaction/sale" - means a Visitor who is connected to a Linked Website by the Publisher and who has completed an agreement to buy a product, service or anything else supplied on the Linked Website.
    6. "Traffic" - is a collective term for valid Clicks, Leads and Transactions/sales.
    7. "Artificial Traffic" - is a collective term for invalid Clicks, Leads and Transactions, which may originate (for example and without limitation) from automatic openings, spiders, robots, requests in e-mail or chat rooms, script generators, placing links on other websites than informed and Clicks which are not generated by a browser, Clicks which are not preceded by an active act of a Visitor who wants to reach a certain website.
    8. "Publisher Program" - is a program owned and operated by TradeDoubler for a company on TradeDoubler's website which the Publisher can join.
    9. Words denoting the masculine gender include the feminine and other genders and words denoting the singular number only shall include the plural and vice versa.
  2. The Service
    1. The Publisher is allowed to place links on his website to websites which have an Publisher Program registered at TradeDoubler
    2. The Publisher is allowed to place links in emails to websites which have an Publisher Program registered at TradeDoubler.
    3. Any Publisher Program may be amended or terminated at any time. Information about the Publisher Programs will be available on TradeDoubler's website, www.tradedoubler.com. The Publisher must keep himself informed of any amendments of Publisher Programs, in particular if a registered website has terminated its Publisher Program or changed the conditions for remuneration to Publisher. The Publisher must comply with the requirements of the Publisher Programme including in particular any stipulations as to the nature and content of the Publisher's web site and the use of third party or other Publisher trade marks and logos.
    4. TradeDoubler reserves the right to modify, amend, change or terminate TradeDoubler's service. The Publisher will be notified of all such changes by e-mail or by an announcement on TradeDoubler's website. If the Publisher does not accept the changes the Publisher must immediately cease to use the service and delete all links to Linked Websites.
  3. Obligations of the Publisher
    1. The Publisher is solely responsible for his website and its contents and shall ensure that they conform at all times to all applicable laws and regulations.
    2. The Publisher hereby undertakes to comply with all applicable EU- and national laws and regulations in force from time to time including, but not limited to, the EU-directive 2002/58/EC.
    3. If the Publisher is a natural person he must be at least 18 years of age. If the Publisher has not reached the age of 18 a parent must give his consent to the registration to TradeDoubler's service and the registration of an Publisher below the age of 18 without parental consent will be ineffective.
    4. The Publisher warrants that the information furnished to TradeDoubler about himself and his website is correct, complete and sent in due order and that the information corresponds to actual facts. The Publisher must notify TradeDoubler immediately of any changes in the information by updating the information about him on TradeDoubler's website. If the Publisher is a limited company TradeDoubler must be provided with the Publisher's full registered name, company registration number, registered office, trading address if different and VAT number if registered.
    5. The Publisher warrants either that the rights to all information and productions on the Publisher's website belong to the Publisher or that the owner of the rights to the information and productions on the Publisher's website has given his explicit permission to their publication there. The Publisher also warrants that the information and productions on the Publisher's website do not infringe any rights of third parties, including intellectual property rights, and that such information and productions are not offensive, prohibited or questionable in any way.
    6. The Publisher must not in any way generate or contribute to generating Artificial Traffic to Linked Websites.
    7. The Publisher must notify TradeDoubler immediately of any known or suspected improper or wrongful use of the Publisher's links to TradeDoubler's website and/or an Publisher Program or of TradeDoubler's service in any way whatsoever.
  4. Obligations of TradeDoubler
    1. TradeDoubler undertakes to monitor and register the Traffic generated by the Publisher's website to Linked Websites, in accordance with the service provided by TradeDoubler.
    2. TradeDoubler will collect and pay to the Publisher all amounts due to him arising from this Agreement.
  5. Remuneration
    1. The conditions of remuneration for each Publisher Program are published on TradeDoubler's website and shall apply at all times. The Publisher therefore agrees to "self-billing", which means that TradeDoubler will create the invoice on behalf of the Publisher. VAT (if applicable) is added to the remuneration shown on TradeDoubler's website.
    2. Subject to clause 5.3, payment of accumulated remuneration to the Publisher shall be made monthly in arrears provided that the Publisher has generated valid Traffic and that TradeDoubler has received payment from each company with whose Publisher Program the Publisher has registered.
    3. Payment of remuneration will only be made if two months prior to the payment date the Publisher is due an amount of at least £30 and if TradeDoubler has received full payment for these transactions. An amount due of less than £30 will be accumulated to the next payment and will be included in the amount to be paid out at the next payment date, again provided that the minimum amount of at least £30 is due two months prior to that payment date. All payments are calculated upon the total Traffic generated up to the end of two months prior to the month of payment. Accumulated amounts do not accrue any interest.
    4. Nothing in this Agreement shall create or be deemed to create, a partnership or relationship of employer and employee between TradeDoubler and the Publisher.
    5. Payment to the Publisher will be made direct to the Publisher's bank account. The Publisher must specify on TradeDoubler's website details of his bank account (including name and branch of the bank, sort code of the branch and the Publisher's account number).
    6. The Publisher is responsible for the payment of all tax and national insurance payable on any payments made to him by TradeDoubler.
  6. Limits on TradeDoubler's Liability
    1. TradeDoubler cannot guarantee or warrant the performance of TradeDoubler's service or the links to any linked websites.
    2. TradeDoubler shall not be liable for costs and damages incurred by the Publisher arising out of this Agreement unless caused directly by the negligence of TradeDoubler in providing its service. TradeDoubler shall not in any circumstances be liable for indirect or consequential damages and costs incurred by the Publisher for any reason whatsoever.
    3. TradeDoubler will not be liable for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in TradeDoubler's service or for any damage caused by viruses or components to the service, the Publisher software and/or the Publisher's website. TradeDoubler shall not be liable for any error in the implementation of the links on the Publisher's website or for the specified function of the links.
    4. TradeDoubler shall not be liable if companies, which have registered Publisher Programs at TradeDoubler, do not fulfil their obligations according to their Publisher Programs and TradeDoubler shall not be liable in any way for any agreements made directly between the Publisher and such companies.
  7. Term and Termination
    1. This Agreement shall come into force upon Your acceptance as an Publisher and shall remain in effect until terminated.
    2. The Publisher is entitled to terminate this Agreement with immediate effect at any time. The Publisher must cease to use the service immediately upon the termination of this Agreement and delete all links to Linked Websites.
    3. TradeDoubler is entitled to terminate this Agreement and/or suspend the Publisher from TradeDoubler's service or from a certain company's Publisher Program if:
      1. Trade Doubler considers the Publisher or the content of his website inappropriate in any way.
      2. Trade Doubler is requested to do so, for any reason, by a company to whose Publisher Programme the Publisher is registered.
      3. The Publisher acts fraudulently or illegally in any way or the Publisher generates or tries to generate Artificial Traffic to Linked Websites or the Publisher in any other way breaches any of the provisions of this Agreement.
      4. The Publisher does not comply with any law or regulation as set out in section 3.2
      5. The Publisher has not generated any Traffic for a period of three (3) months.
    4. Upon suspension of the Publisher from a particular company's Publisher Program, the Publisher shall immediately delete all links to that particular company's web site.
    5. Upon termination of this Agreement, TradeDoubler shall inform the Publisher immediately through TradeDoubler's website and the Publisher shall immediately cease to use the service and delete all links to Linked Websites.
    6. This Agreement expires immediately on termination and no remuneration will be paid to the Publisher for the Publisher Program or Programs in question.
  8. Indemnity
    The Publisher shall keep TradeDoubler indemnified against any claims for damages or other claims for compensation arising from the contents of the Publisher's website or any incorrect information given to TradeDoubler by the Publisher. The Publisher shall also compensate TradeDoubler for any other damages or costs caused by the Publisher's improper, negligent or unauthorised use of TradeDoubler's service and technical problems or loss of data caused by the Publisher on TradeDoubler's website or on any website to which the Publisher is linked by TradeDoubler.
  9. Assignment of the Agreement
    The Publisher may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of TradeDoubler. The Publisher agrees that TradeDoubler may assign its rights and obligations under this Agreement and divulge or transfer information about the Publisher's website, e-mail etc to any third party.
  10. Consent
    The Publisher consents to the publication of the Publisher's name and web address etc at TradeDoubler's website and to TradeDoubler sending newsletters etc to the Publisher's e-mail address and using the information given by the Publisher for marketing purposes.
  11. Severability
    If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
  12. Intellectual Property Rights
    TradeDoubler owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. The Publisher does not acquire any rights or licences whatsoever under this Agreement other than to use links to Linked Websites on the terms of this Agreement.
  13. Applicable Law
    1. TradeDoubler shall not be liable for the legality of TradeDoubler's service in countries other than the United Kingdom. The Publisher is solely responsible for the legality of the use of the service if the Publisher is registered to TradeDoubler's service from a country other than the United Kingdom or if the Publisher's website is on a server in a country other than the United Kingdom.
    2. This Agreement shall be governed by, and construed in accordance with the laws of England.
    3. If any dispute arises out of this Agreement the Parties will attempt to settle it by mediation in accordance with the Model Mediation Procedure of the Centre for Dispute Resolution ('CEDR') or such other mediation procedure as the parties may agree in writing.
    4. To initiate the mediation one Party must give notice in writing ('the ADR Notice') to the other Party requesting a mediation in accordance with this clause. The mediation is to take place not later 28 days after the giving of the ADR Notice. If there is any issue upon which the Parties cannot agree within 14 days after the giving of the ADR Notice, CEDR (or such other mediation body as the Parties may have agreed) will, at the request of either Party, decide the issue for the Parties, having consulted with them.