1. Background
Media Denmark ApS supplies electronic advertising campaigns to its customers. The advertising campaigns are primarily carried out via emails, text messages, automated calling systems, newsletters, banner advertising on the internet etc. Certain advertising campaigns are carried out in co-operation with Media Denmark ApS’ partners. In order for the partners to participate in an advertising campaign (affiliate marketing), the partner shall sign up for the advertising campaign on Media Denmark ApS’ designated websites located at www.iqmedier.dk, www.iqmedier.se, www.iqmedier.no, and www.iqmedier.com.
This partner agreement and the terms made available on the designated website set out the terms of Media Denmark ApS’ co-operation with its Partners. Any terms and conditions of the Partners’ do not apply to said co-operation.
2. Definitions
The capitalized words herein shall have the following meaning:
”Advertising Campaign” shall mean the activities that MD carries out according to the Customer Agreement and which MD allows the Partner to co-operate on.
”Customer” shall mean the person who has entered into a Customer Agreement with MD regarding the supply of an Advertising Campaign.
”Customer Agreement” shall mean the agreement that a Customers has made with MD regarding the supply of an Advertising Campaign.
“Designated Websites” shall mean the websites on the World Wide Web located at www.iqmedier.dk, www.iqmedier.se, www.iqmedier.no, and www.iqmedier.com.
”Lead” shall mean an acceptance from a Respondent regarding signing up for a newsletter, registering information, acceptance of being contacted, purchase of a product or service etc.
”Media” shall mean the media, including emails, text messages, automated calling systems, newsletters, banner advertising on the internet etc. through which the Advertising Campaign is carried out.
”MD” shall mean Media Denmark ApS.
”Partner Agreement” shall mean this Partner Agreement and the terms made available on the Designated Websites.
”Partners” shall mean the natural or legal persons, whom MD may choose to co-operate with in carrying out the Advertising Campaign made available on the Designated Websites.
”Respondent” shall mean a person who reacts to the Advertising Campaign by answering an email, registering information, making a purchase, signing up for a newsletter etc.
”Respondent Information” shall mean personal data, including name, email address, telephone number etc., which the Respondent registers via the Media as a result of the Marketing Campaign.
3. Obligations and rights of the Partner
3.1 The Partner shall co-operate loyally with MD and in full accordance with this Partner Agreement.
3.2 The Partner shall not display, link to or otherwise associate with pornographic, political, violent or other content which may be detrimental to the Advertising Campaign or displease the Customer. Further, the Partner shall not use “cash back” or “rewards” in the Advertising Campaigns unless explicitly accepted by MD.
3.3 The Partner shall act in full accordance with applicable law, including marketing law and data protection law in connection with the Advertising Campaign.
3.4 The Partner shall be free to decide which of the Advertising Campaigns made available to it on the Designated Websites that the Partner will co-operate with MD on.
4. Remuneration and payment
4.1 The Partner will be remunerated as set out on the Designated Websites for the relevant Advertising Campaign. All remuneration is exclusive of VAT, if applicable. MD shall not be bound by misprints on the Designated Websites.
4.2 MD may reject Leads in which case the Partner shall not receive remuneration for such rejected Leads. Leads generated by a Respondent under the age of 18 (or higher if required by applicable law) will always be rejected. The same applies to Leads which are not accompanies by IP number and other relevant information required by MD.
4.3 Remuneration will be paid to the Partner 45 days after the end of the Advertising Campaign. However, Partners who have a “Gold Profile” will receive remuneration every 14 days. Payment of remuneration to the Partner is always conditioned upon MD having received payment from the Customer under the Customer Agreement.
5. Termination of an Advertising Campaign
5.1 An Advertising Campaign will automatically terminate when MD has supplied the agreed Leads or otherwise fulfilled its obligations under the Customer Agreement. Further, MD shall be permitted to terminate the co-operation on an Advertising Campaign without notice if a relevant Customer Agreement is terminated.
5.2 The Partner will be informed by MD when an Advertising Campaign is terminated.
6. Breach by the Partner
6.1 The Partner shall indemnify MD for any loss, expense or third party claim which arises from the Partner’s breach of any term of this Partner Agreement.
6.2 Upon the material breach by the Partner of any term of this Partner Agreement MD shall be permitted to terminate this Partner Agreement and/or any Advertising Campaign the Partner participates in hereunder. The Partner shall forfeit its right to any remuneration for its participation in such terminated Advertising Campaigns. Further, MD shall have all rights and remedies available to it under this Partner Agreement and applicable law. In addition to the above MD shall always be entitled to claim liquidated damages at DKK 25,000 for each breach of this Partner Agreement without demonstrating an actual loss.
6.3 If MD terminates this Partner Agreement and/or any Advertising Campaign in accordance with section 6.2 above, the Partner shall immediately remove/delete all such terminated Advertising Campaigns/contents regarding the same it co-operates with MD on from all Media.
7. Intellectual Property Rights, confidentiality and competition
7.1 MD shall have all intellectual property rights to the Advertising Campaigns, its data and results, and the contents of the Designated Websites. The Partner shall not change or modify any of the aforementioned. Any content or information made available to the Partner shall only be used for the purpose of this Partner Agreement and in accordance with the terms herein.
7.2 The Partner shall keep confidential all information about the Designated Websites (including log-ins), the Advertising Campaigns, Customers and other relevant information which the Partner becomes familiar with under this Partner Agreement and which is not legally a part of public domain or know to the Partner prior to entering into this Partner Agreement. This confidentiality obligation shall also apply after the expiry or termination of this Partner Agreement.
7.3 During the term of this Partner Agreement the Partner shall not compete or have any direct or indirect interest in any entity competing with MD and the Partner shall not actively promote and/or sell any competing services or products to any Customer whose identity has been disclosed to the Partner on the Designated Websites or otherwise under the parties’ co-operation.
8. Term and Termination of the Partner Agreement
8.2 The Term of this Partner Agreement shall be 5 years unless terminated prior hereto in accordance with the terms herein.
8.2 This Partner Agreement may be terminated by either party without cause upon 14 days’ notice in writing. At the expiry of such notice, any Advertising Campaign the Partner participates in hereunder shall also terminate.
9. Liability
9.1 MD shall be liable towards the Partner in accordance with the general principles of applicable law. However, MD’s liability under this Partner Agreement shall be limited to the lower of DKK 50.000 or remuneration payable to the Partner under the Advertising Campaign giving rise to liability.
9.2 MD shall not be liable for simple negligence or indirect or consequential loss, including loss of profit, loss of business, loss of data, loss of interest etc.
9.3 MD shall only be liable for product liability to the extent required by mandatory applicable law.
9.4 MD shall not be liable for loss which is due to the Customers’ breach of the Customer Agreement.
9.5 The Partner shall be liable towards MD in accordance with the terms of this Partner Agreement and the general principles of applicable law.
10. Choice of law and venue.
10.1 This Partner Agreement shall be governed by Danish law exclusive of its choice of law provisions.
10.2 Any disputes between the parties arising out of or in connection with this Agreement shall be governed by Swedish law and finally be settled by arbitration under the Gothenburg clauses on simplified arbitration. The arbitration shall take place in Gothenburg and the tribunal shall be composed of one arbitrator.
