Terms and Conditions

Terms and Conditions

Effective Date: 2019-12-01 00:05:44

These terms and conditions (the “Agreement”), together with the schedules attached, and any amendments to those schedules, governs your participation as a member (the “Publisher”) of the Wedevise OÜ (the “Program”). The Publisher covenants and agrees to be bound by this Agreement, and the schedules attached, as amended by Wedevise OÜ (“clickdevise.com”) from time to time.

 Table of Contents

  1. Definitions
  2. The Program
  3. Offer
  4. Compensation
  5. Fraud
  6. Covenants, Representations and Warranties
  7. Indemnification
  8. Disclosure of Information
  9. Non-Competition
  10. Disclaimer and Limitation of Liability
  11. Non-Circumvention
  12. Personal Data, Security, Privacy and Audit Rights
  13. Termination
  14. General

 

  1. DEFINITIONS 

1.1 “Client” means a client of Wedevise OÜ. 

1.2 “Offer” means a promotional offer published by Wedevise OÜ on the Program Site, in an electronic mail or both, setting out an advertising offer on behalf of a Client and containing such additional terms and conditions as the Client and Wedevise OÜ, in their discretion, consider necessary from time to time.

1.3 “Wedevise OÜ Policies” means the Wedevise OÜ Acceptable Use Policy as amended or replaced, from time to time, and published on the Program Site.

1.4 “Program Site” means the website for the Program operated by Wedevise OÜ and situated at https://www.clickdevise.com or any site designated for this purpose by Wedevise OÜ. 

1.5 “Sub-Publisher” means an independent third party contracted by the Publisher. 

  1. THE PROGRAM 

2.1 Wedevise OÜ will permit the Publisher to participate in the Program, subject to compliance with the terms and conditions in this Agreement and in any policies or additional terms and conditions established by Wedevise OÜ, from time to time, and incorporated by reference in this Agreement. 

2.2 The Publisher will be issued a unique username and password to access the Program Site, neither of which may be used by any person other than the Publisher.

2.3 The Publisher may engage Sub-Publishers to distribute Offers in accordance with the Program, provided that:

(a) the Publisher has written approval from a Wedevise OÜ Representative to contract Sub-Publishers;

(b) a verifiable name, address and telephone number for each Sub-Publisher is delivered to Wedevise OÜ immediately upon request;

(c) the proposed Sub-Publisher agrees, in form satisfactory to Wedevise OÜ, to abide by paragraph 2.8, 3.3, 3.4, Sections 5.4, 6, 7, 8, 9, 10, 11 and 12 of this Agreement, the Wedevise OÜ Policies and any additional terms and conditions (collectively, the “Sub-Publisher Provisions”), as amended from time to time; and

(d) at no time will the Publisher engage a Sub-Publisher who, in the opinion of Wedevise OÜ is likely to bring the reputation or standing of Wedevise OÜ into disrepute or is otherwise unsuitable.

2.4 Any breach by a Sub-Publisher of the Sub-Publisher Provisions will be deemed to be a breach of this Agreement by the Publisher.

2.5 It is expressly agreed that the parties intend by this Agreement to establish a relationship between Wedevise OÜ and the Publisher, but that it is not the intention of either party to undertake a joint venture or to make the Publisher in any sense an agent, employee, or partner of Wedevise OÜ. The parties expressly agree that they are independent contractors, and that this Agreement does not in any way create a partnership as contemplated by the Partnership Act, R.S.B.C. 1996, c.348, or any applicable legislation, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.

2.6 It is further agreed that the Publisher has no authority to create or assume in Wedevise OÜ’s or Wedevise OÜ’s Clients’ name or on its behalf any obligation, express or implied, or to act or purport to act as its agent or representative for any purpose whatsoever, and the Publisher shall not hold itself out as having any such authority.

2.7 Wedevise OÜ may, in its sole discretion, confirm or otherwise verify or check, the truth and accuracy of any registration information provided by the Publisher. If at any time Wedevise OÜ, in its sole judgment and discretion, determines the Publisher’s registration information to be misleading, inaccurate or untruthful, Wedevise OÜ may restrict, deny or terminate the Publisher’s account, Publisher’s access and use of, and/or any benefits derived from Publisher’s participation in the Program; Wedevise OÜ may also withhold payment of any commissions and/or other fees that may be or become due or payable to Publisher.

2.8 Publisher will be solely responsible for the development, operation, and maintenance of the Publisher website and for all materials that appear on the Publisher website. Such responsibilities include, but are not limited to, the technical operation of the Publisher website and all related equipment; creating and posting product reviews, descriptions, and references on the Publisher website and linking those descriptions to the Program Site; the accuracy and propriety of materials posted on the Publisher website; ensuring that materials posted on the Publisher website do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. Wedevise OÜ disclaims all liability and responsibility for such matters.

 2.9 Other than as provided in this Section 2, Publisher may not sublease, rent, lease, sell, resell, outsource or service any Offer, and any attempt to do so shall be null and void.

2.10 Wedevise OÜ’s Policies, specifications, and/or recommendations with respect to Publisher websites, email distribution lists and/or marketing channels used by Publisher should not be construed as legal advice, or as sufficient guidelines to ensure that such websites, email distribution lists, and/or marketing channels comply with applicable law. Wedevise OÜ does not represent or warrant that such Wedevise OÜ Policies, specifications, and/or recommendations are legally compliant or appropriate. Wedevise OÜ assumes no obligation and hereby disclaims any liability for Publisher’s use of and/or reliance upon any such Wedevise OÜ Policies, specifications, and/or recommendations. 

2.11 It is understood that participation in distributing Offers in the Program is not an endorsement by Wedevise OÜ of any Client. Wedevise OÜ operates the Wedevise OÜ Program and provides the Offers as a neutral host. Wedevise OÜ is not responsible or liable for the acts, omissions, agreements or promises of or by any Client or Affiliate using the Wedevise OÜ Program to enter into any arrangement or otherwise work with any other person or entity.

2.12 The Publisher does not acquire any ownership rights to the Wedevise OÜ Program, Offers and/or Program Site. The availability of the Wedevise OÜ Program, Offers and Program Site does not constitute a waiver of any rights related thereto. No part of the Wedevise OÜ Program or Program Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. The Publisher may not remove any proprietary notices, trademarks, or labels contained on or within the Wedevise OÜ Program or Program Site or any graphical representation thereof. The Publisher may not use, copy, emulate, clone, rent, lease, sub-license, distribute, sell, modify, decompile, disassemble, reverse engineer or otherwise transfer rights to access and use the Wedevise OÜ Program or Program Site content or any portion thereof to any third party. Wedevise OÜ reserves any rights not explicitly granted in this Agreement.

  1. OFFER 

3.1 Offers will be posted to the Program Site.

3.2 Wedevise OÜ grants the Publisher a limited, non-exclusive, non-transferable, revocable right to download Offers from the Program Site and to publish the same, which must be done in accordance with this Agreement, the Wedevise OÜ Policies, as amended from time to time, and the additional terms and conditions affixed to each of the said Offers. 

3.3 The Publisher agrees not to modify, alter, misrepresent or embellish the Offer or any part of the Offer including without limitation any text or images provided by or on behalf of Wedevise OÜ or the Client in any way, directly or indirectly, without the express prior written consent of Wedevise OÜ. 

3.4 It is the Publisher’s responsibility to check the Program Site often and to ensure the Offer or any part of the Offer that the Publisher publishes on the Publisher’s websites and in electronic mail correspondence matches what is posted on the Program Site, even if the Offer or any part of the Offer has been modified in the Program Site since the Publisher initially downloaded the Offer or otherwise commenced activities in respect of the Offer.

  1. COMPENSATION

4.1 Wedevise OÜ will pay to the Publisher a commission (the “Commission”), calculated in accordance with the payment terms outlined in each Offer posted by Wedevise OÜ on the Program Site.

4.2 Commissions will be paid to the Publisher only following receipt by Wedevise OÜ of payment from the Client in respect of such Offer published in the Program online reporting system. Wedevise OÜ may, in its sole discretion and from time to time, elect to advance to the Publisher part or all of the Commissions prior to receipt of payment from the Client, but in no event will Wedevise OÜ be obligated to do so.

4.3 The Publisher acknowledges and agrees that payment of Commissions may be delayed where the Publisher has not provided Wedevise OÜ with current particulars in accordance with paragraph 6.3 (l) of this Agreement and that in no case will Wedevise OÜ be liable to the Publisher for any loss, costs or expenses directly or indirectly incurred by the Publisher as the result of such delay.

4.4 In no circumstance will Wedevise OÜ be obligated to pay Commissions to a Publisher unless and until the aggregate amount of the Commissions due and payable to that Publisher exceeds One Hundred ($100.00) US Dollars, or such greater amount established by the Publisher, from time to time.

4.5 Commissions due and payable by Wedevise OÜ to a Publisher will not accrue interest.

4.6 No payments will be made to a Publisher unless and until, where Wedevise OÜ has determined in its discretion that such disclosure of information is required, that Publisher has provided to Wedevise OÜ a Goods and Services Tax registration number, if the Publisher is a Estonian Resident and a registrant for the purposes of a Goods and Services Tax.

4.7 Payments to a Publisher in accordance with this Section will be based upon the records kept by Wedevise OÜ and reported in Wedevise OÜ’s online reporting system and audited by the Clients, from time to time.

  1. FRAUD

5.1 If Wedevise OÜ determines, in its sole discretion, that the Publisher or Sub-Publisher has engaged in any activity that Wedevise OÜ considers to be fraudulent or which might bring the reputation or standing of Wedevise OÜ into disrepute either with the general public or with the Clients or potential Clients of Wedevise OÜ, or otherwise that the Publisher or Sub-Publisher has engaged in activities which might be considered fraudulent, Wedevise OÜ may but will not be obligated to: (a) suspend or close the Publisher’s membership in the Program, without notice; and (b) release to any third party, information relating to the identity and location of the Publisher if required to do so in order to enforce these terms and conditions. In addition, in the event that Publisher has already received payment resulting from fraudulent activities, Wedevise OÜ reserves the right to seek credit or remedy from future earnings or to demand reimbursement from Publisher for all Commission paid.

5.2 In the event of a suspension or closure in accordance with paragraph 5.1 above, any Commission due and payable to the Publisher in accordance with Section 4 at the time of suspension or closure will be deemed to be forfeited.

5.3 For the purposes of this Agreement, fraudulent activity includes but is in no way limited to:

(a) activity by the Publisher or anyone for whom in law the Publisher is responsible which is directly or indirectly intended to inflate the Commissions payable to the Publisher;

(b) the generation of leads other than by a mechanism approved by Wedevise OÜ;

(c) activity by the Publisher or anyone for whom in law the Publisher is responsible which is not in accordance with the Program; and

(d) activity which is determined by the Client, in its discretion, to be fraudulent.

5.4 Wedevise OÜ may at any time audit Publisher for compliance purposes. Publisher agrees to provide Wedevise OÜ with any reasonable information necessary to conduct an investigation into Publisher’s compliance with law and this Agreement. 

  1. COVENANTS, REPRESENTATIONS AND WARRANTIES

6.1 Each of Publisher and Wedevise OÜ represents and warrants to the other that:

  1. a) it has the full right, power, legal capacity and authority to enter into, deliver and fully perform under this Agreement; and
  2. b) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which it is bound.

6.2 The Publisher represents and warrants that:

  1. a) to the best of its knowledge, there are no existing, pending or threatened claims or actions pending against the Publisher;
  2. b) none of the Publisher’s websites contain false or deceptive advertising or any machine readable code, including without limitation any virus, Trojan horse, work or other self-executing program;
  3. c) the Publisher websites are reputable and comply with all laws applicable in the jurisdiction where the Publisher is situated and also where the Publisher directly or indirectly conducts its business or markets an Offer; and
  4. d) it owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on or through its website or websites and in its electronic mail.

6.3 The Publisher covenants and agrees that:

(a) it will, at all times, comply with all laws applicable in the jurisdiction where the Publisher is situated and also where the Publisher directly or indirectly conducts its business or markets an Offer;

(b) it will, at all times, comply with the terms of this Agreement, and the Wedevise OÜ Policies, as updated, amended and replaced by Wedevise OÜ, from time to time, in its sole discretion;

(c) it will not, without the express written consent of Wedevise OÜ, use or permit any person for who it is in law responsible to use any third-party trade-names or trade-marks;

(d) it will not publish on any website or send in any electronic mail a universal resource locator or other link to any content or otherwise engage in or condone any practice, which, in the opinion of Wedevise OÜ, is deceitful, defamatory, libelous, abusive, violent, prejudicial, obscene, pornographic, likely to bring the reputation or standing of Wedevise OÜ into disrepute, or which otherwise would be illegal;

(e) it will at all times comply with the terms and conditions of any agreement or policy established by an Offer in which the Publisher elects to participate;

(f) it will not post any content relating to the Offer to any Usenet newsgroup, chat room, bulletin board or ‘blog’ (save and excepting a chat room, bulletin board or blog which is operated or primarily owned by the Publisher) without the express written consent of Wedevise OÜ;

(g) it will be responsible for the development, operation and maintenance of its website or websites and electronic mail, including without limitation the technical operation thereof, the creation, publication and accuracy of any content published on any such website or websites or in any electronic mail;

(h) it will not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from Wedevise OÜ;

(i) it will not “frame” or “mirror” any part of any pages hosted by the Client unless expressly permitted by Wedevise OÜ and the Client;

(j) it will not alter any website or electronic mail content provided by Wedevise OÜ; and

(k) it will, at all times and from time to time provide Wedevise OÜ with written confirmation of a valid address, telephone number, electronic mail address and such other identifying or financial information as Wedevise OÜ may reasonably require.

 

  1. INDEMNIFICATION

 

7.1 The Publisher covenants and agrees to indemnify and save harmless Wedevise OÜ, its parent company and their respective shareholders, directors, officers, and employees (collectively, the “Indemnified Group”) from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of any breach of this Agreement by the Publisher or any Sub-Publisher or the exercise by the Publisher of any right under this Agreement or any act or omission of the Publisher, a Sub-Publisher or anyone for whom the Publisher is in law responsible, including without limitation any damages, losses, consequential or otherwise, arising in any manner (including those arising from or incidental to any liability or other lawsuit, claim, demand or other action brought) as a consequence of any act or omission of the Publisher or any person for whom the Publisher is in law responsible, whether or not the Indemnified Group or any of them are named as a party defendant in any such proceedings. The obligation of the Publisher to defend and indemnify as set out in this paragraph will survive termination of this Agreement for any reason and will not be otherwise limited by any other term or condition of this or any Agreement. Wedevise OÜ may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by Publisher. Wedevise OÜ may participate in the defense of all claims as to which it does not assume defense and control, and Publisher shall not settle any such claim without Wedevise OÜ’s prior written consent.

 

  1. DISCLOSURE OF INFORMATION

 

8.1 Wedevise OÜ or its directors, may, from time to time, disclose to the Publisher certain information relating to Wedevise OÜ’s business or to Wedevise OÜ’s customers, affiliates, subsidiaries, Publishers, agents, or employees; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of Wedevise OÜ; or any data as found on the Program Site (all collectively referred to as the “Confidential Information”). The Publisher acknowledges that Confidential Information will be provided at the sole discretion of Wedevise OÜ, and nothing in this Agreement obligates Wedevise OÜ, its directors, agents or employees to disclose or grant to the Publisher access to any Confidential Information.

8.2 Unless expressly authorized in writing by Wedevise OÜ, the Publisher covenants and agrees:

(a) to use the Confidential Information only for the purposes expressly contemplated in this Agreement; and

(b) that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, Sub-Publisher, agent, or employee of the Publisher without the prior written consent of Wedevise OÜ, which may be unreasonably and arbitrarily withheld. 

8.3 The Publisher acknowledges that Wedevise OÜ remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Publisher agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of Wedevise OÜ. 

8.4 Upon termination of this Agreement, or otherwise on demand by Wedevise OÜ, the Publisher agrees that it will promptly deliver to Wedevise OÜ all notes, data, tapes, reference items, sketches, drawings, memoranda, records, diskettes, electronic communications in any form and any other materials in any way relating to any of the Confidential Information in the possession of the Publisher or any affiliate, subsidiary, Sub-Publisher, agent, or employee of the Publisher.

8.5 The Publisher acknowledges and agrees that:

(a) the provisions of this Section and the Publisher’s agreement with the same are of the essence and constitute a material inducement to Wedevise OÜ to enter into this Agreement;

(b) the provisions of this Section shall be construed independently of any other provision of this Agreement, and the existence of any claim or cause of action the Publisher may have against Wedevise OÜ, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Wedevise OÜ of the provisions of this Section;

(c) that any breach of this Section would cause irreparable harm to Wedevise OÜ for which damages might not be an adequate remedy, and the Publisher therefore agrees that in the event of any such breach Wedevise OÜ will be entitled to seek, in addition to any other right accruing to Wedevise OÜ under this Agreement or otherwise in law or equity, injunctive relief against the Publisher without the necessity of proving actual damages; and

(d) notwithstanding any other provision of this Agreement, this Section shall survive the termination of this Agreement, however caused.

8.6 The Publisher agrees to indemnify and save harmless Wedevise OÜ against any and all loss, costs or expenses, inclusive of court costs and legal fees on a solicitor and own client basis, which Wedevise OÜ may incur as the direct or indirect result of any unauthorized disclosure of the Confidential Information by the Publisher or any person for whom the Publisher is responsible, in law.

 

  1. NON-COMPETITION

 

9.1 During the term of this Agreement and for a period of six (6) months thereafter, the Publisher will not seek, in any way, to undermine the goodwill of Wedevise OÜ, and in particular, the Publisher will not, directly or indirectly: (1) solicit or entice or attempt to solicit or entice, work away from Wedevise OÜ; or (2) solicit or entice or attempt to solicit or entice any of the employees of Wedevise OÜ to enter into employment service with the Publisher or a competitor of Wedevise OÜ.

 

  1. DISCLAIMER AND LIMITATION OF LIABILITY

 

10.1 Wedevise OÜ disclaims all warranties, conditions, representations, indemnities and guarantees with respect to any matter, whether express or implied (including without limitation any warranty of profitability, satisfactory quality, merchantability, fitness for any particular purpose, title and non-infringement). 

10.2 Notwithstanding any other provision of this Agreement, Wedevise OÜ additionally disclaims all obligations and liabilities on the part of Wedevise OÜ and those for whom it is in law responsible for any damages, including, but not limited to, indirect, special, and consequential damages, attorneys’ and experts’ fees, and court costs (even if Wedevise OÜ has been advised of the possibility of such damages, fees or costs), arising out of or in connection with this Agreement.

10.3 In no circumstance will Wedevise OÜ be liable to the Publisher or any third party (including, without limitation, any customers obtained through Publisher’s marketing efforts) for any consequential, indirect, special, punitive or incidental damages or lost profits of the Publisher or the Publisher’s successors or assigns (including without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder, stoppage of other work or impairment of other assets) arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. Without limiting the foregoing, Wedevise OÜ will not be liable for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, actions or inaction of Publisher or third parties, Publisher’s equipment or software and/or any third party equipment or any other condition affecting production or delivery in any manner beyond the control of Wedevise OÜ.

 

  1. NON-CIRCUMVENTION

 

11.1 During the term of this Agreement and for a period of eighteen (18) months thereafter, regardless of the reason for termination, Publisher agrees that it will not knowingly, directly or indirectly, solicit, engage, contract, license, or work with any Client whose Offer it or any of its Sub-Publishers marketed hereunder without the prior written approval by an authorized party at Wedevise OÜ. Publisher agrees and understands that Wedevise OÜ has incurred significant expense forming Wedevise OÜ’s network and in providing services for the benefit of its Clients, and Publisher agrees and understands that in the event of a breach by Publisher of this section, Publisher SHALL pay Wedevise OÜ as liquidated damages an amount equal to Wedevise OÜ’s total profits for the preceding EIGHTEEN (18) months generated by the Offers for such Client. The liquidated damage remedies provided herein in this section shall not preclude Wedevise OÜ from seeking injunctive relief.

  1. PERSONAL DATA, SECURITY, PRIVACY AND AUDIT RIGHTS

 

12.1 This section 12 applies to Publishers who promote Offers that are open to any member countries of the European Union, the United Kingdom, or Switzerland, and/or to the extent that Sub-processor processes Personal Data of Data Subjects located in the EU, the United Kingdom, or Switzerland on behalf of Data Controller.

12.2 Data Subject, Data Controller, Data Processor, and Sub-processor have the meaning as set out in the legislation listed in section 12.3 below.

 12.3 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, the “e-Privacy Directive”) and the General Data Protection Regulation (EU 2016/670, the “GDPR”). The Publisher shall inform Data Subjects about the use of third party cookies, cross-device tracking and other tracking technologies, in addition to any hashing and transfer of Data Subjects login and other Data Subjects data to Wedevise OÜ (clickdevise.com) for cross-device tracking and personalized interest based advertising. The Publisher shall post a prominent link to the Publisher’s privacy policy which shall provide detailed information about such processing and an explanation as to how it can be disabled. Subject to applicable data protection legislation, the Publisher must gain Data Subjects’ consent to such data processing. The Publisher shall also inform Data Subjects about the possible transfer of their personal data from an EEA country to third countries and must also gain Data Subjects’ consent to such transfer of personal data. The Publisher shall ensure that Data Subjects login, other Data Subjects data and other information used for cross-device tracking will be securely hashed before being transferred to Wedevise OÜ.

 12.4 For the purposes of the GDPR, the Program is structured in a way where (i) Wedevise OÜ, as a Data Processor, processes data on behalf of its Clients; and (ii) Wedevise OÜ, as a Processor, appoints the Publisher as a Sub-processor.

 12.5 Sub-processor shall only process Personal Data on behalf of and in accordance with Data Processor’s instructions and shall treat Personal Data as confidential information of the Data Processor. Data Processor instructs Sub-processor to process Personal Data solely for the provision of the Services.

 12.6 Sub-processor shall, in relation to any Personal Data (as this term is defined in the GDPR), processed in connection with the performance by Sub-processor of its obligations under this Agreement:

  1. a) only process Personal Data on behalf of and in accordance with Data Processor’s instructions and shall treat Personal Data as confidential information of the Data Processor. Data Processor instructs Sub-processor to process Personal Data solely for the purposes required in order to participate in the Program and conduct advertising Campaigns in relation to the Offers. This Agreement, the Program Site as well as written communication by Wedevise OÜ shall constitute Data Processor’s instructions.
  2. b) implement appropriate technical and organizational measures to safeguard Personal Data, taking into account the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons;
  3. c) ensure that access to Personal Data by personnel is strictly limited to those individuals who need to know and/or access the relevant Personal Data; and personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
  4. d) comply with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;
  5. e) assist Data Processor, by appropriate technical and organizational measures considering the nature of processing, in fulfilling Data Processor’s obligations to respond to Data Subject requests under the Data Protection Legislation, to the extent Data Processor does not have access to the Personal Data necessary to respond to such requests through its use or receipt of the Services;
  6. f) take reasonable measures to cooperate and assist Data Processor in conducting a data protection impact assessment and related consultations with any supervisory authority, if Data Processor is required to do so under the Data Protection Legislation;
  7. g) notify Data Processor without undue delay on becoming aware of a Personal Data breach; however, Publisher shall not notify any data protection regulator of the Data Breach without having obtained prior written approval of Data Processor; and shall not issue a press release or communicate with any member of the press in respect of the Data Breach, without having obtained prior written approval by Data Processor;
  8. h) make available to Data Processor all information reasonably necessary to demonstrate Sub-processor’s compliance with this section. No more than once per year, Data Processor may engage a mutually agreed upon third party to audit Sub-processor solely for the purposes of meeting its audit requirements pursuant to Article 28, Section 3(h) of the GDPR. To request an audit, Data Processor must submit a detailed audit plan of the proposed audit describing the proposed scope, duration, and start date of the audit. The auditor must execute a written confidentiality agreement acceptable to Sub-processor before conducting the audit. The audit must be conducted during regular business hours, subject to Sub-processor’s policies, and may not unreasonably interfere with Sub-processor’s business activities; and
  9. i) upon termination or expiration of the Agreement, in accordance with the terms of the Agreement, cease all processing of Personal Data and delete or make available to Data Processor for retrieval all relevant Personal Data in Sub-processor’s possession, except as otherwise prohibited or allowed by EU member state laws or as required by any applicable law. Sub-processor shall extend the protections of the Agreement and this section to any such Personal Data and limit any further processing of such Personal Data to only those limited purposes that require the retention.

 

12.7 Data Processor acknowledges and agrees that Sub-processor may engage subsequent Sub-processors in connection with the Services. Sub-processor will contractually impose data protection obligations on its subsequent Sub-processors that are at least equivalent to those data protection obligations imposed on Sub-Processor. As between the Data Processor and Sub-processor, Sub-processor shall remain fully liable for all acts or omissions of any Subsequent Sub-processor.

 12.8 If Sub-Processor uses E-mail as promotion method to promote Offers, it represents and warrants that it has and it will, at all times, comply with the provisions of the ePrivacy and the GDPR including obtaining and maintaining valid consents in respect of their marketing activities and the compilation of any mailing lists.

 

  1. TERMINATION

 

13.1 Wedevise OÜ may terminate this Agreement, at any time, on six (6) hours Notice to the Publisher. The Publisher may terminate this Agreement, at any time, on forty-eight (48) hours Notice to Wedevise OÜ.

 13.2 Notwithstanding termination of this Agreement for any reason, the Publisher covenants and agrees that it will continue to be bound by the terms and conditions set out in Sections 5, 7, 8, 9, 10, 11, 12, 13 and 14.1 of this Agreement.

 

  1. GENERAL

 

14.1 The Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of Estonia, excluding its conflict of law rules. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Tallinn, Estonia with respect to all disputes arising out of or in connection with this Agreement or in respect of any legal relationship associated with or derived from this Agreement and expressly and irrevocably waive any defense of personal and/or subject matter jurisdiction in those courts.

14.2 Wedevise OÜ may assign this Agreement without the Publisher’s prior consent. The Publisher may not assign this Agreement without the express written consent of Wedevise OÜ.

14.3 From time to time, Wedevise OÜ may amend, supplement or replace this Agreement or the Wedevise OÜ Policies in part or in whole. In the case of a material amendment, supplement, or replacement, Wedevise OÜ will provide Notice to the Publisher of not less than five (5) business days. If within five (5) business days following Notice of such amendment, supplement or replacement the Publisher has not terminated this Agreement, the Publisher will be deemed to have consented to the same.

14.4 Any notice or other communication (“Notice”) permitted or required by this Agreement will be in writing and given by personal delivery or transmitted by facsimile or electronic mail to the receiving party at the address provided to Wedevise OÜ by Publisher in its Wedevise OÜ Program account. Any such Notice will be deemed to have been received on the date on which it was transmitted by facsimile or electronic mail or delivered.

14.5 No term or condition of this Agreement will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties.

14.6 In the event that any term, covenant or condition of this Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction, then this Agreement with respect to the remaining terms, covenants or conditions will continue in force. 

14.7 This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and assigns of both Wedevise OÜ and the Publisher. 

14.8 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement, supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written. If Wedevise OÜ is required to agree to online terms and conditions in order to access the Publisher’s online interface, the terms of this Agreement shall supersede any online agreement entered into by Wedevise OÜ, and the terms of such online agreement shall not apply.

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