MEETAFFILIATE PUBLISHER AGREEMENT
PREAMBLE
Flex implements and manages an advertising programme (referred to hereinafter as the “Programme”) that is intended to profit from traffic on independent websites.
The Programme is aimed at independent third parties wishing to make money from visitors to their website(s) (referred to hereinafter as “Publishers”) by integrating advertisements (referred to hereinafter as “Adverts”) into said websites or into messages routed onto Publishers optin contacts base redirecting users to the websites of independent third parties wishing to promote their product(s) and/or service(s) on the Internet (referred to hereinafter as “Advertisers”).
Flex’s expertise consists, in particular, of the selection of Advertisers participating in the Programme, the creation of Adverts proposed in the Programme and the optimal choice of Adverts proposed to users visiting the Publisher’s website.
The Publisher contacted Flex in order to benefit from the Programme proposed by Flex.
The two parties therefore met with a view to working together according to the terms set out below. Now therefore it has been agreed as follows:
ARTICLE 1 – DEFINITIONS
Meetaffiliate: Software programme allowing networking between advertisers and publishers referred to hereinafter as the “Agency”.
Adverts: Banner or text links intended to promote advertising campaigns.
Advertiser: Individual or legal entity, publishing services or content or selling products, that has joined the Agency platform to propose an advertising campaign in the form of Adverts.
Campaign: Advertising campaign, the profits from which are calculated on the basis of CPS (cost per sale), CPA (cost per action), CPL (cost per lead), CPC (cost per click) or CPM (cost per mil) as chosen by the Advertiser.
Direct purchase: Purchase from Advertisers or Flex by an Internet user directed to the Advertisers’ websites by the Adverts implemented by the Publishers.
Publisher: Publisher of services or content, individual or legal entity, that has become an affiliate of the Agency platform to publish a campaign.
Publisher Account: On-line interface on the Agency platform maintained by Flex via which the Publisher can access all the statistical data relating to its affiliation with Flex using a specific log-in and password.
Cookie: A text file stored on a user’s hard drive when visiting a website. It collects data on the user’s browsing patterns.
Link or hypertext link: Code integrated around text, video, image or sound tags on a website that redirects the user who clicks on said text, sound, video or image to a predefined Internet address.
Domain name: Address entered by an Internet user to get onto a website (e.g.: google.com). The address consists of the name of the site (google) and an extension (com) separated by a full stop. The extension can indicate the nationality (ie, uk, fr, etc) or the type of activity (com, gov, etc).
Spam: Illegal process consisting of the delivery of unsolicited advertising, primarily by e-mail. To be legal, the delivery of advertising to an internet user must originate in a request made by the user by means of an “opt in” process which involves the user explicitly confirming that he/she wants to receive particular information.
Tag: JavaScript code allowing the display of advertisements on a web page.
Tracking: Process consisting of monitoring the browsing patterns of Internet users which can be achieved in particular by the use of cookies, allowing a file to be stored on the user’s computer.
ARTICLE 1 – OBJECT OF CONTRACT
The object of this contract is to define the terms of the contractual relationship existing between Flex and the Publisher, according to which:
1.1 The Publisher agrees to join the Agency Programme and therefore promote the programmes proposed by Advertisers (referred to hereinafter as the “Products”) through the use of Adverts under the conditions set out below. For the purposes of this contract, Internet users directed to Advertisers by the Publisher, and the latter exclusively, will be called “Internet users”.
1.2 Flex undertakes to pay the Publisher by means of a commission calculated according to the quantity of products or services purchased, the number of leads or clicks or the number of Adverts displayed by the Internet users with the Advertisers and/or Flex, under the terms set out below.
ARTICLE 2 – PROCEDURE FOR SIGNING THIS CONTRACT
Prior to signing this contract, the Publisher declares that:
- it has full legal capacity to sign and perform this contract. In particular, if the Publisher is an individual,
he/she declares he/she is of legal age and capable; and if the Publisher is a legal entity, the representative of this entity declares he/she is of legal age, capable and duly authorised for the purposes of this contract;
- it/he/she is not in contravention with the legal provisions relating to the exercise of a commercial occupation.
2.1 The Publisher shall download this contract, complete it accurately and, if applicable, accept the content by double clicking. This initial acceptance will allow the contract to come into effect.
Nevertheless, payment is limited to a total commission amount of ten thousand (10,000) Euros until such time as Flex receives two dated, initialled and signed copies of this contract by post, along with proof of identity of the signatory and, if applicable, proof of capacity to act for the representative of the Publisher if it is a legal entity (extract from trade register or authority). If the Publisher fails to fulfil these requirements, commissions exceeding said threshold will be frozen in the Publisher Account until receipt of this contract under the conditions indicated above.
ARTICLE 3 – OPENING AND UPDATING OF PUBLISHER ACCOUNT
3.1 From the effective date of this contract, Flex will open a Publisher Account on the Agency Platform in the name of the Publisher and will e-mail its log-in details and password.
Flex reserves the right to accept or refuse a publisher.
3.2 Publisher Accounts are unique and individual. Therefore, each Publisher can only hold one Publisher Account. In the event of violation of this article 3.2, the Publisher will permanently forfeit all revenues obtained by successive affiliations to the Programme and credited to the Publisher Account(s) opened following these successive affiliations. 3.3 Log-ins and passwords are strictly personal and confidential.
In case of loss or theft, the Publisher shall inform Flex as soon as possible. Failing such a prior declaration of loss or theft, any use of these log-ins or passwords will be considered to be by the Publisher.
3.4 The Publisher undertakes to update all the required information on the Publisher Account.
In particular, the Publisher undertakes to provide and update the information relating to telephone numbers, address or head office, e-mail address and domain name of the website(s) submitted for the Programme.
If applicable, the Publisher undertakes to provide and update information relating to its instant messaging addresses (Icq, Skype, MSN, etc).
3.5 The Publisher undertakes to upload onto the Publisher account a digital copy of his passport, bank details and, if applicable, an extract from the trade and companies register or any other document proving it has been registered on the Trade and Companies Register or any other similar register.
Up-to-date copies of these documents shall be provided on the Publisher Account if they expire or if all or part of information contained therein should be changed.
ARTICLE 4 – HOW THE PROGRAMME WORKS
4.1 As chosen by the Publisher, Adverts used to promote Advertisers may either be placed directly on one or more websites published and developed by the Publisher itself, or placed on one or more websites published and developed by a third party according to an agreement between this third party and the Publisher (purchase of traffic, purchase of advertising, affiliation etc.) or placed in one or more electronic messages routed onto Publisher’s optin contacts base.
For the purposes of this contract, all the medias on which the Publisher promotes the Advertisers will be called the “Sites”.
4.2 The Publisher shall determine the spaces on the Sites it intends to dedicate to the Adverts and inform Flex of the dimensions and constraints related to these spaces under the conditions determined in article 8 below.
4.3 The Adverts shall contain the unique identifier provided by Flex. This identifier will allow Flex to track the browsing pattern of the Internet user and therefore update the statistics accessible in the Publisher Account. If the identifier is absent from the link, no commission can be claimed by the Publisher.
4.4 In the case the Adverts are published on websites owned by a third party (purchase of traffic, affiliation) the Publisher shall include a unique identifier per third party account within the Tag.
As an exception, if the Internet user has disabled “JavaScript” in his/her browser settings and if the Advert requires the transmission of a “JavaScript” code for the sale to be properly registered, Products bought by Internet Users via Adverts that work using the “Javascript” code cannot under any circumstances give rise to commissions.
ARTICLE 5 – PROMOTION OF ADVERTISERS AND USE OF USER DATA
5.1 The Publisher promotes Advertisers by all legal means it considers useful.
In particular, the Publisher is encouraged to publish advertising banners, integrate headings and promote the Products.
5.2 The Publisher undertakes not to use data relating to Internet users and in particular the e-mail addresses of Internet users collected in the promotion of the Advertisers.
In particular, in accordance with the law and article 13 of this contract, the Publisher undertakes not to use the details of Internet users to perform spam operations, whether these operations are carried out to promote Flex, the Advertisers or any other third party.
5.3 Flex acknowledges that the Publisher has the right to stop promoting Advertisers without prior justification.
ARTICLE 6 – ADVERTISING MATERIAL
6.1 Flex provides the Publisher with advertising material intended to optimise the promotion of the Advertisers and encourages it to use this material. This advertising material is hosted by Flex. The tags required to use and display this advertising material can be obtained from the Publisher Account.
Flex acknowledges that the Publisher has the right not to use this advertising material.
6.2 Under no circumstances can the Publisher use the advertising material provided by Flex for purposes other than the exclusive promotion of Advertisers via the Agency platform, even if it has modified this material.
ARTICLE 7 – PROMOTION OF THE AGENCY PROGRAMME AND FLEX
7.1 The Publisher grants Flex a free non-exclusive licence to use any distinctive element belonging to it and/or relating to the Sites (trademark, domain name, name of company, logo, etc.) in any document promoting and/or presenting the Programme, Flex, or any product, service and/or programme developed by Flex or in which Flex has an interest, and in particular in any powerpoint document, marketing material, financial report and client list that Flex might create.
7.2 Said licence is granted with no geographical limits for the duration of this contract and for five (5) years after the termination of contractual relations between the parties.
ARTICLE 8 – CHOICE OF ADVERTS
8.1 The Publisher shall exclude the categories of Adverts and/or Advertisers it does not want to promote, using the Agency platform.
8.2 The Publisher undertakes to exclude any category of Adverts of which the content violates the laws and regulations applicable in its country of residence and/or in the countries of which the language proposed on the Site is the official language.
Similarly, the Publisher undertakes to exclude any category of Advertisers whose products and/or services are contrary to the laws and regulations applicable in its country of residence and/or in the countries where the language proposed on the Site is the official language.
8.3 With the exception of the cases envisaged in article 8.1 and 8.2, Flex and not the Publisher shall determine the Adverts that will be displayed on the Sites and the Advertisers’ page to which the Internet user will be directed. This action of redirecting the Internet user will be done automatically by Flex.
ARTICLE 9 – CALCULATION OF COMMISSIONS
9.1 Flex does not guarantee the Publisher any minimum commission.
9.2 For each direct or indirect purchase of a Product by an Internet user from Flex or an Advertiser, a commission is payable to the Publisher, subject to validation of said purchase by the Advertiser concerned.
The amount of commissions due to the Publisher is determined monthly by Flex on a discretionary basis, according to the campaigns published.
9.3 Flex reserves the right to amend, remove or add to any commercial offering at its discretion. In particular, Flex reserves the right to exclude and/or replace any Advertiser or campaigns.
9.4 The Publisher acknowledges that it has been informed of the risks of non-payment by Internet users (disputes, etc) and of the risks of penalties by banks or credit cards networks in case of excessive chargebacks.
If it proves impossible for Flex or the Advertiser to collect the sums due by the Internet user for the purchase of one or more Products, the commissions that will have been paid on said unpaid Products will be deducted from future commissions due to the Publisher.
The same will apply if it proves impossible for Flex to collect the sums due by Advertisers in respect of the purchase by Internet users of one or more Products.
So the Publisher does not have to deal with collecting the commissions that are due to it by the different advertisers, Flex assumes responsibility, in its name but for the publisher, for the collection of these commissions, which the latter acknowledges and expressly accepts.
In the case of outstanding balances, the Publisher will be acknowledged as liable vis-a-vis Flex for the outstanding sum to be deducted.
9.5 This information and these statistics are calculated by Flex and updated on the Publisher account daily.
As set out in article 22, the Publisher undertakes to keep confidential all information provided on the Publisher Account with the exception however of the exact overall amount of monthly commissions.
9.6 The figures indicated on the Publisher Account are calculated automatically and cannot be challenged.
Any disputes relating to the amount of commissions due must be declared to Flex in writing within a maximum period of thirty (30) days from the date the amount of the disputed commissions is displayed on the Publisher Account. After this thirty day period, it is considered that the Publisher has unreservedly accepted the amount of commissions indicated on the Publisher Account.
ARTICLE 10 – TERMS OF PAYMENT
10.1 The Publisher shall submit to Flex a payment demand for the commissions due to it. This payment demand is made using the tools available on the Publisher Account.
Under no circumstances can a payment demand be registered, or honoured, for a commission amount of less than one hundred (100) Euros for a Publisher based in the “Single Euro Payments Area” (referred to hereinafter as “SEPA”) or three hundred (300) Euros for a Publisher based outside the SEPA.
10.2 Once the payment demand is registered, an invoice corresponding to the amount of the commissions due on the date of the demand will be automatically generated by Flex and made available to the Publisher on the Publisher Account.
10.3 The payment corresponding to the amount of commissions due as indicated on the invoice will be made within a period of thirty (30) days after the payment demand. If the date of payment stipulated by this contract is a non-working day, the payment will be postponed to the first non-working day after the day stipulated.
In the event of non-payment or late payment by an advertiser, Flex will be entitled to delay the payment of the Publisher until it itself has been actually paid by the Advertiser.
10.4 As chosen by the Publisher, commissions can be paid made by bank transfer, electronic purse or any other means of payment available in the country of residence of the Publisher and proposed on the payment page of your publisher account on the Agency platform.
The different costs relating to payment, and in particular exchange commissions and charges or international transfer fees, will be paid by Flex in the case of a SEPA transfer and paid by the Publisher in all other cases.
The Publisher shall inform Flex of its choice concerning mode of payment at the latest when submitting the payment demand.
10.5 The Publisher is required to update the information relating to methods of payment on the Publisher Account. In particular, if applicable, the Publisher is required to indicate its intra-community VAT number on the Publisher Account.
10.6 Under no circumstances can Flex be held liable if the Publisher fails to update this information.
Consequently, if sums are transferred by Flex to a bank account or other account belonging to a third party due to incorrect information or failure to update bank or other details by the Publisher, these sums will be permanently forfeited by the Publisher.
Furthermore, all costs incurred by Flex for unsuccessful payments due to errors and/or omissions by the Publisher in supplying its personal and banking information will be deducted from the commissions due to said Publisher.
Any dispute relating to a payment due must be notified to Flex in writing within a maximum period of thirty (30) days from the disputed payment. After this thirty (30) day period, the Publisher will be considered to have unreservedly accepted the payment made by Flex.
10.7 In any case, the Publisher will permanently forfeit any commission not claimed within a period of eighteen (18) months.
ARTICLE 11 – SECURITY DEPOSIT
11.1 If Flex records one or more issues concerning the payment by Internet users and/or Advertisers for Products purchased by Internet users and, in particular, if the percentage of unpaid sums with an Advertiser is abnormally high, Flex will be entitled to take a security deposit of an amount it can determine at its discretion according to the risks identified.
Similarly, Flex would be entitled to retain a security deposit should it record one or more issues concerning the conduct of the Publisher and, in particular, in the case where the information required on the Publisher Account is incomplete and/or incorrect.
The nature of such issues will be interpreted at the discretion of Flex. Nevertheless, Flex can only have recourse to the security deposit after sending an e-mail notifying the Distributor.
11.2 Said security deposit will be used primarily to guarantee the deduction of commissions paid or registered on Products that remain unpaid by Internet users and/or Advertisers as set out in article 9 of this contract.
The security deposit can be retained by Flex for a maximum period of fifteen (15) months.
At the end of this period, the amount of the security deposit, less commissions previously credited on purchases of unpaid Products, less bank or credit cards networks penalties in case of excessive chargebacks, will be re-credited to the Publisher Account.
11.3 As an exception and in the case of fault on the part of the Publisher (failure to fulfil its contractual, legal obligations), all current security deposits can be retained permanently by Flex by way of compensation.
Notwithstanding this security deposit, Flex can bring an action for contractual liability against the Publisher.
ARTICLE 12 – FLEX’S OBLIGATIONS
In all cases, Flex is bound by a best-endeavours obligation in relation to this contract. Flex’s obligations concerning Adverts
12.1 Flex undertakes to define the terms of its relationship with the different Advertisers within one or more contractual documents.
12.2 Flex undertakes to include a clause in its contractual relationship with Advertisers according to which said Advertisers are required to display the terms and conditions applicable to the different Products proposed, prior to any commitment by Internet users.
12.3 Flex cannot be held liable for operating failures in any of the servers on which the Adverts are hosted. Flex’s obligations concerning its relationship with the Publisher
12.4 Flex undertakes to provide the Publisher with the advertising material required to promote the Advertisers as described in article 6 of this contract as soon as possible after the effective date of the contract.
If applicable, Flex undertakes to accompany the advertising material provided with the legal notices and/or logos applicable relating to intellectual property rights.
12.5 Flex undertakes to provide the Publisher with a Publisher Account as described in article 3 of this contract. Flex cannot be held liable if the Publisher Account is temporarily inaccessible or out of service. If the Publisher Account is inaccessible or out of service for more than twenty four (24) hours, Flex undertakes to inform the Publisher by e-mail and implement all the necessary means in order to restore the normal operation of the Publisher Account. 12.6 Flex undertakes to pay the Publisher according to the terms and limits set out in articles 9 and 10 of this contract.
ARTICLE 13 – PUBLISHER’S OBLIGATIONS
Publisher’s obligations concerning websites
13.1 The Publisher undertakes to implement all legal means permitted by this contract to promote Advertisers. The Publisher undertakes not to promote Advertisers on Sites presenting illegal content and in particular the Distributor undertakes not to promote Advertisers on Sites presenting content that is slanderous, offensive, racist, homophobic, anti-semitic, xenophobic, paedophilic or zoophilic, encourages the commission of crimes, offences or violations, harms the honour, reputation, dignity, image rights or privacy rights of others, is contrary to public order or contrary to the regulations applicable in terms of intellectual property, advertising, and consumers rights.
Similarly, the Publisher undertakes not to publish advertising material provided by Flex, in its original state or amended, on Sites presenting illegal content as defined above.
13.2 The Publisher undertakes to implement or guarantees the implementation of so-called RTA tags on the Site(s) or any other means of recognition of the content of the Site(s) by parental control software.
13.3 The publisher undertakes to add a unique identifier per affiliate when sales are promoted on a third party website. This will only be used by Flex and it's Advertisers to evaluate traffic quality and conduct statistical risks analysis.
Publisher’s obligation concerning the promotion of Advertisers
13.4 The Publisher undertakes not to provide Internet users with false information relating to Products and terms of sale applicable and not to make misleading and/or injurious statements relating to Products, Advertisers, Flex or the operation of the programme.
In particular, the Publisher undertakes not to associate Advertisers or Flex with illegal content as defined in article 13.1 of this contract.
13.5 Similarly, the Publisher undertakes not to adopt conduct of a nature to create doubt in the minds of the public and Internet users as to the legality of the content of Adverts and/or Products and terms of sale applicable.
The Publisher undertakes not to use spam.
13.6 The Publisher undertakes not to harm the performance of this contract particularly by directing visitors it knows are not very reliable to Advertisers.
The Publisher undertakes not to harm the performance of this contract by fraudulently taking out subscriptions using forged or stolen bank cards or allowing third parties to take out subscriptions using bank cards it knows are forged or stolen.
Unless authorised by Flex in advance in writing, the following operations will not be included in the calculation of commissions:
- any action (purchase, lead, click or display) not carried out by an individual who has freely and
spontaneously consented to the action. In particular, any action carried out using a robot, programme or any other partially automated process is prohibited;
- any action (purchase, lead, click or display) carried out by an Internet user in exchange for a consideration,
whether this is monetary or not. This includes in particular, but is not limited to, in exchange for access to content, participation in a competition, delivery of a text or message, gain in the form of money or voucher;
- any action (purchase, lead, click or display) carried out using a modified Link or a Link placed on a site not
declared by the Publisher;
- and, in general, any action intended to generate commissions unfairly vis-a-vis Advertisers.
13.7 The Publisher undertakes not to adopt conduct of a nature to create confusion between Flex and the Publisher in the minds of the public and Internet users.
The Publisher undertakes not to adopt conduct of a nature to create confusion between Flex and Advertisers in the minds of the public and Internet users.
13.8 The Publisher undertakes to declare to the relevant authorities and within the set times all income it receives under this contract.
13.9 More generally, the Publisher undertakes to respect all current regulations.
ARTICLE 14 – LIABILITY – GUARANTEES
Flex’s liability and guarantees
14.1 Flex guarantees the Publisher that it has all the authorisations and all the rights required to publish the advertising material it makes available to the Publisher.
Consequently, Flex declares it is fully liable for the advertising material it makes available to the Publisher and declares it indemnifies the Publisher for any action by a third party relating to any violation of intellectual property rights or relating to any violation whatsoever of current laws and regulations and in particular in terms of slander, protection of children or violent, xenophobic or racist information that might relate to the advertising material it makes available to the Publisher.
14.2 If the liability of the Publisher is sought for one of the cases mentioned in point 14.1 of this article, and provided that the Publisher informs Flex by sending an e-mail and a registered letter within a maximum of forty eight (48) hours, Flex undertakes to join the legal proceedings, assume the defence costs of the Publisher and indemnify the Publisher from any judgements.
14.3 Under no circumstances can Flex guarantee the content proposed on Advertisers’ websites. 14.4 Under no circumstances can Flex guarantee the payment solutions used by the Advertisers. Publisher’s liability and guarantees
14.5 The Publisher guarantees Flex that it has all the authorisations and all the rights required to publish the content proposed on the Sites. In the case of the promotion of Advertisers by Sites belonging to a third party in accordance with an agreement between the Publisher and this third party, the Publisher guarantees and declares it is responsible for the content proposed on said Sites.
The Publisher declares that it is fully liable for the content proposed on all the Sites and declares it indemnifies Flex for any action by a third party relating to any violation of intellectual property rights or relating to any violation whatsoever of current laws and regulations and in particular in terms of slander, protection of children or violent, xenophobic or racist information that might relate to the content proposed on any one of the Sites and/or the advertising material created or modified by it.
14.6 If the liability of Flex is sought for one of the cases mentioned in point 14.5 of this article, and provided that Flex informs the Publisher by sending an e-mail or a registered letter within a maximum of forty eight (48) hours, the Publisher undertakes to join the legal proceedings, assume the defence costs of Flex and indemnify Flex for any judgements.
ARTICLE 15 – INTUITU PERSONAE
15.1 From the Publisher’s point of view, this contract is entered into on an intuitu personae basis.
Consequently, this contract can only be transferred by the Publisher to a third party with the express written consent of Flex.
15.2. On the other hand, the Publisher accepts the transfer of this contract by Flex in advance.
ARTICLE 16 – DURATION OF CONTRACT
This contract is signed for a non-determined period.
ARTICLE 17 – TERMINATION
17.1 This contract can be terminated at any time and without reason by any one of the parties by sending an e-mail to the other party.
The termination will take effect within a period of two (2) weeks after the delivery of the request for termination by e-mail and will terminate all the obligations of the parties.
17.2. In the case of termination due to the non-performance by one of the parties of the obligations incumbent upon it under the terms of this contract, termination will take effect immediately after the delivery of the termination e-mail which shall indicate the obligation(s) not performed.
17.3 If applicable, the Publisher will have a period of thirty (30) days from effective termination of this contract to claim the payment of the balance of its Publisher Account from Flex under the conditions described in article 10 of this contract.
If applicable, the credit balance of the Affiliate Account will be paid by Flex to the Publisher within a period of thirty (30) days from the effective termination of this contract.
Before any payment, a fixed sum of twenty five (25) Euros will be deducted by Flex from the Publisher Account to cover the costs resulting from the closure of said account.
18.1 By express agreement between the parties, the interruption or malfunctioning of the servers hosting the Adverts or the Advertisers’ websites, the inaccessibility or malfunctioning of the Publisher Account and the implementation of modifications required by any administrative or legal authority are added to the cases of force majeure usually accepted in accordance with legislation and past decisions.
18.2 In the event of force majeure, the defaulting party shall inform the other party by e-mail as soon as possible of its failure, of the force majeure event cited and the estimated period of time during which it will be unable to perform its obligations.
If the failure lasts more than twenty four (24) hours, the defaulting party shall accurately answer any questions the other party may ask in order to determine the extent of the repercussions of the failure and any solution to be adopted.
The defaulting party shall also inform the other party when the force majeure event ends and when the normal performance of the contract resumes.
ARTICLE 19 – TOLERANCE
Should a party tolerate the failure of the other party to perform its contractual obligations, regardless of the duration and/or frequency of said tolerance, this shall not under any circumstance have the consequence of modifying the content of this contract and in particular reduce the respective obligations of each party.
ARTICLE 20 – INDEPENDENCE OF PARTIES
20.1 The parties to this contract each declare they act for their own account, in their own name and under their own responsibility and declare they are completely independent of each other.
Consequently, neither party has the power to act for the other.
Nevertheless and in the interests of this contract, each party is permitted to seek advice from or make recommendations to the other party concerning the organisation of its business. Under no circumstances can this advice or these recommendations be mandatory in nature.
20.3 Similarly, the parties to the contract declare they are totally independent vis-a-vis the Advertisers. Consequently, no guarantee or joint and several liability can be sought between any one of the parties to this contract and one or more Advertisers.
ARTICLE 21 – CORRESPONDENCE BETWEEN PARTIES
21.1 Unless an official document is requested or unless indicated otherwise in this contract, communications and correspondence between Flex and the Publisher can be legitimately sent by e-mail or registered letter.
21.2 E-mails sent to the Publisher will be sent to the address indicated on the Publisher Account. Consequently, Flex cannot be held liable for failing to inform the Publisher when it has sent the e-mail to the address indicated on the publisher account.
ARTICLE 22 – CONFIDENTIALITY
22.1 The Publisher undertakes to keep confidential all information of any kind, financial or technical etc, any document relating to this contract and the very terms of this contract.
In particular, the Publisher undertakes to keep confidential any information disclosed via its Publisher Account with the exception of the exact and overall amount of monthly commissions as well as any information it might come to know concerning Flex’s expertise and the operating terms of the Programme.
The Publisher can only disclose such information with the express written authorisation of Flex and/or on the express written request of an administrative or legal authority.
22.2 This confidentiality obligation will be applicable throughout the duration of the contract and for a period of three (3) years after the nullity, termination or cancellation of this contract.
If this article is not respected, the Publisher will be automatically liable for the payment of a fixed penalty in the sum of five thousand (5,000) Euros to Flex. Notwithstanding the payment of this fixed penalty, Flex can bring an action for contractual liability against the Publisher.
22.3 The Publisher authorises Flex to include any strategic information concerning it into any document promoting and/or presenting the Agency Programme, the company Flex or any product, service and/or programme developed by Flex or in which Flex has an interest, and in particular in any powerpoint document, marketing material, financial report and client list.
ARTICLE 23 – APPLICABLE LAW
This contract is governed by the law of Ireland as far as both substance and form are concerned.
ARTICLE 24 – JURISDICTION
24.1 In the case of a dispute, the parties undertake to seek an amicable solution.
24.2 Failing an amicable solution, any dispute relating to the formation, performance or termination of this contract will be expressly submitted to the jurisdiction of the Dublin commercial court in Ireland, notwithstanding multiple defendants or guarantee proceedings.
The Dublin commercial court in Ireland will also have express and exclusive jurisdiction in the case of urgent proceedings, interim proceedings or ex parte proceedings.
