General Terms And Conditions For Publishers And Spudo ApS

1. Intro
These General Terms and Condition (hereinafter the “Terms”) are issued by Spudo ApS (hereinafter Spudo). The Terms is made for Spudo’s publishers entering into a contractual relationship with Spudo as entrepreneurs (hereinafter the “Publisher”).

The Publisher hereby agrees to comply with these Terms.

The Publisher hereby declares that it has become acquainted in detail with the Terms. Furthermore, by registering itself at Spudo.com portal (hereinafter the “Registration”), the Publisher expresses its agreement with the Terms and agrees to comply with the Terms in any event. The Publisher is also aware of the fact that by virtue of the Registration, the Publisher enters into a contractual relationship with Spudo (hereinafter the “Cooperation”).

2. Cooperation
The Cooperation between Spudo and the Publisher consists of an obligation of the Publisher to promote online marketing of Spudo’s clients in appropriate with the Terms. Furthermore, the Cooperation consists of an obligation of Spudo to pay the Publisher a commission for its services pursuant to the Terms and in the amount specified in Art. 6 of the Terms. However, the parties may agree any additional arrangements regarding the commission.

Spudo operates a software solution that shall enable the Publisher to select campaigns submitted by the clients of Spudo to the network and then to promote the selected campaigns online. The Publisher hereby acknowledges that Spudo just operates a software solution that enables the Publisher to submit for an online promotion of the campaign.

The Publisher agree to contact Spudo prior to the first performance provided (e.g. website traffic sending).

3. Protection of Information
The Publisher is prohibited from disclosing any information obtained from Spudo and the Cooperation, unless the information is already publicly known or otherwise available.

4. Obligations
The Publisher must act honestly and in accordance with existing law and good practice in all aspects of the Cooperation. The Publisher must comply with national as well as international law.

If it is necessary for the activities of the Publisher, the Publisher also declares that the Publisher has the necessary licenses, permissions or other authorizations following from valid and effective legal regulations.

The Publisher is strictly prohibited to:

• Abuse any third party copyright, trademarks or name.
• Use incent traffic.
• Use automated means to increase the number of clicks through the links or complete any required information using spyware, cookie-stuffing and other deceptive acts.
• Disseminate unsolicited bulk E-mail, Instant Messages, Chatroom, Newsgroup or any other forms of SPAM.
• Use any kind of misleading advertising, misleading labeling of any goods or services presented by the Publisher, or in other ways mislead/cheat or attempt to mislead/cheat any parties including third party.
• Use any other practices, which may be considered as a breach to the rights regarding consumer protection.
• Providing incorrect or incomplete account information and hijacking traffic.
• Violate any rights of any person or entity, including any copyrights, trademark rights, patent rights, rights of publicity, privacy rights or any other intellectual, personal or property right. –
• Generate and/or publish self-created reviews.
• Generate and/or publish fake reviews from parties with whom the Publisher has a material connection.
• Request persons or parties to provide a review in return for compensation or discount.

The above list is not exhaustive, but it is an example of what the Publisher cannot do in the Cooperation.

The Publisher hereby declares that:

• Any content visible or otherwise available on portals, websites or in other electronic environment owned or operated by the Publisher and which is used in the Cooperation (hereinafter the” Web Content”) do not contain any elements that are not compliant with valid and effective legal regulations or good practice. Furthermore, the Web Content do not contain any elements that are not compliant with the Terms and other instructions by Spudo, by which the Publisher is bound.

• The Publisher undertakes and accepts to indemnify Spudo from all damages, fines, or other costs, which may arise from its breach of legal regulations or the Terms.

The Publisher agrees that Spudo is entitled to terminate all of the Publisher´s accounts and terminate any cooperation with the Publisher, if the Publisher breaches any of its obligation under the Terms.

5. Commission
Spudo shall pay a commission to the Publisher for provision of its services upon the Cooperation in accordance with this article.

The commission must be paid according to the agreed terms of the Insertion Order (hereinafter the “IO”) in which Spudo and the Publisher agrees on terms of payment and commission. If there is no IO concluded between the parties, the commission must be paid according to this article in the Terms.

The commission must be paid by bank transfer.
The Publisher shall enter its bank account details necessary to perform the bank transfer no later than on the date of commencement of the Cooperation. The details shall at least include the following:

• Indication whether a natural or legal person is involved.
• Company name/name and surname.
• Registered office/address of residence (street, city/town, country).
• Indication whether the Publisher is a registered VAT payer and, if so, the assigned VAT number.

If the invoicing details are not entered or not entered correctly, the payment cannot be processed.

The commission must be paid monthly, but only if the amount of the monthly commission exceeds €500. If the amount of the monthly commission not exceeds €500, the Publisher’s right for payment of commission is postponed to the month in which total of the un-paid commission exceeds €500.

The fee shall be paid in EUR currency, unless the contracting parties agree otherwise.

Each party pay its own bank fees or any other payment service fees.

Spudo is entitled not to pay the commission to the Publisher in case of breach of the Terms, in particular if the Publisher uses one of the prohibited methods of promotion in the Cooperation. In that case, the Publisher acknowledges that its entitlement to the commission terminates.

6. Responsibility
Spudo hereby disclaims all liability for activities or any other conduct of the Publisher regarding the Cooperation. Thus, the Publisher acknowledges to be responsible for all marketing activities etc. within the Cooperation.

Furthermore, Spudo is not responsible for any event where the relevant performance cannot be provided under the terms of the Cooperation due to causes independent of Spudo’s will (e.g. technical reasons by the Publisher or other reasons caused by force majeure).

The Publisher is responsible for complying with all legislation, including national and international law, and it is the publisher’s responsibility to keep abreast of revised legislation. Spudo cannot under any circumstances be held responsible for any failure by the Publisher to comply with this obligation.

As mentioned in Art. 2 in the Terms, the campaigns in the software solution are not Spudo’s own campaigns. These campaigns belong to Spudo’s clients. Thus, Spudo is not responsible for these campaigns, including whether the campaigns violate any law, third party rights, etc. It is the Publisher’s responsibility to ensure this before promoting.

The Publisher is liable for any damage because of unsuitable conduct during the Cooperation (e.g. the use of prohibited methods of Promotion, the statement of untrue information etc.). Unsuitable conduct includes in particular violation of the Terms.

Transmission of information related to the accounts created by the Publisher with Spudo (e.g. username, password, etc.) is at the Publisher’s own risk. Spudo is not responsible for any improper use of this information, including hacking of information.

7. Communication
Spudo and the Publisher agree that the mutual communication shall take place primarily by electronic means (e.g. by e-mail, messenger applications, etc.) and agree that such communication shall be deemed communication in a written form for the purposes of maintaining the form of juridical acts.
Spudo and the Publisher agree to communicate with each other, provide each other with all the information necessary for proper performance of their obligations, and notify each other of any change in their identification details.

The Publisher shall inform Spudo of all the decisive facts that are fundamental for Spudo in order to assess the suitability of continued Cooperation (e.g. imminent insolvency of the Publisher, inability to pay debts, withdrawal of a license etc.).

8. Termination of the Cooperation
The parties enter into mutual the Cooperation for an indefinite term.

Spudo is entitled to terminate the Cooperation without a notice and with an immediate effect without stating a reason.

The Cooperation may be terminated by the Publisher at 12 months’ notice.

9. Law and jurisdiction
The parties agree to trying resolve any dispute amicably. If this is not possible, the parties agree that any disputes arising out of the Cooperation must be settled in accordance with Danish law without regard to any principles of private international law specifying any other choice of law.

The parties also agree that any disputes arising out of the Cooperation must be settle by the Danish Courts. The case must be brought in the district where Spudo has its registered office at the time of the legal action.

10. Final provisions
If any provision of the Terms proves to be or becomes invalid or unenforceable, such circumstance shall have no effect on the other provisions in the Terms, unless implied otherwise by the mandatory provisions of law.

The Publisher shall not be entitled to assign any receivables from Spudo to third parties.
Spudo is entitled to change the Terms at any time. If so, the updated version of the Terms is effective from the date set out by Spudo, however at earliest on the delivery date of the updated version to the Publisher.

If the parties agree, the parties are entitled to derogate from The Terms. In case of any discrepancies between the Terms and an agreement made in writing between Spudo and the Publisher, the written agreement shall prevail.

The Terms in this contract are valid and effective as of first of February 2020.