TERMS AND CONDITIONS
These Terms and Conditions define the rules of cooperation between:
Big Wave Media Ltd.

and

PUBLISHER

1. General Provisions
1.1. These Terms and Conditions (hereinafter „Terms”) shall define the rules and conditions of cooperation between the Parties in terms of:
1.1.1. Providing Big Wave Media with the advertising space given by Publisher in order to deliver Services for Advertisers – redirecting Publisher website users to Advertiser website.
1.1.2. Publishers’ clearing and remunerating conditions
1.2. Definitions:
Publisher
A natural person, a natural person running business activity, a legal person or an organizational unit
Publisher Account
A dedicated, secure account on smartlydirect.com website which provides access to advertising materials and statistics
Advertising Materials
Content, graphics, music, films, links, e-mailing creations and other advertising creations
Publisher Website
A website which Publisher is legally authorized to manage and publish content
Commission
Remuneration paid by Big Wave Group to Publisher
Commission Rate
It states the commission fee for providing the advertising space by Publisher for specified advertising media.
Confidential Information
Classified information given in relation to business activity and assignments carried out on the basis of these Terms in particular know-how and company’s settlement principles
Intellectual Property
Patents, utility models, trademarks, trade names, copyrights, know-how, database rights
Advertiser
A natural person, a natural person running business activity, a legal person or an organizational unit to whom the advertising services are provided by Big Wave Media
Big Wave Media
Enterprise operating as: Big Wave Media Ltd. with its head office in Wroclaw, 50-078 Wroclaw, Stanislawa Leszczynskiego 4/29 Street, entered into the Register of Entrepreneurs kept by District Court for Wroclaw – Fabryczna in Wroclaw, VI Commercial Division of the National Court Register, no. 0000240258, opening capital amounting to 30 000 PLN, NIP (Tax Identification Number): 8862804545, REGON (National Business Registry Number) 020116141.
Smartlydirect.com
Website with access to the affiliation programme
Payment Conditions
It means payment terms applied to respective Advertising Materials distributed by Publisher.
Prohibited Website
A website which contains any materials affecting property rights of third parties or such which can be objectively considered as defamatory, obscene, pornographic, offensive or which promote any kind of illegal activity.
Redirection
It means moving the Publisher’s User to the Advertiser Website. Redirections are only those actions, which constitute the calculation base for the Commission. Payment Conditions may particularly state that the calculation base for the Commission are only redirections concluding with sales of the given product or service.
Service
Service provided by Big Wave Media to Advertisers by using Publisher advertising space.
User
It means an Internet user who gets access to the Advertiser materials.
2. Establishing Cooperation.
2.1. In order to establish cooperation Publisher is obliged to:
a) register on Smartlydirect.com website
b) accept the terms and conditions.

2.2. Publisher’s registration shall be confirmed by Big Wave Media to the e-mail address indicated on the registration form. Big Wave Media reserves the right to verify the Publisher and to request for additional documents necessary for process completion. Upon completion of the verification process Big Wave Media shall send to the indicated e-mail address the Publisher’s account details. The date of the first login into the affiliation system owned by Big Wave Media shall be considered as the date of the Agreement conclusion on regulations set out in these Terms, the Agreement is signed in Wroclaw, the language of the Agreement is Polish.
2.7. At any time Publisher may correct its data however such an action must not lead to the change of the Publisher – in the meaning of transfer of rights.
2.8. The controller of the personal data provided during the registration is Big Wave Media Ltd. with its head office in Wroclaw, 50-078 Wroclaw, Stanislawa Leszczynskiego 4/29 Street, entered into the Register of Entrepreneurs kept by District Court for Wroclaw – Fabryczna in Wroclaw, VI Commercial Division of the National Court Register, no. 0000240258, opening capital amounting to 30 000 PLN, NIP (Tax Identification Number): 8862804545.

3. Advertising Materials
3.1 Big Wave Media shall provide Publisher with access to the Advertising Materials via affiliation platform along with Commission Rates and Payment Conditions.
3.3. Advertising Materials can be placed by Publisher on Publisher Website or shared in a different way to the Users by Publisher only upon endorsement by Big Wave Media.
3.5. Big Wave Media shall have the right to exclude or modify Advertising Materials coming from Advertiser and shall inform immediately Publisher about such events.

4. Publisher Obligations
4.1. Publisher must not share with third parties information or data gathered by using Publisher Account.
4.4. Publisher declares that:
4.4.1. it owns or is entitled to use intellectual property rights and others relating to the Publisher Website;
4.4.2. meets all law requirements in particular those relating to the data protection including personal data, advertisement and provision services by electronic means;
4.4.3. both Publisher Website and provided materials shall not disseminate and shall not contain information and materials which infringe the Intellectual Property Rights or are considered to be offensive, slandering, inciting hate, obscene, pornographic or promoting any kind of illegal activity;
4.4.5. Publisher shall not generate transactions through means which deem to constitute Fraud, are unethical or carry unacceptable risk for the Advertiser’s brand. Commission for generating web traffic by such means shall not be paid;
4.4.6. Publisher shall follow the requirements of each partnership programme and advertising campaign implemented according to the Services.
4.5. Publisher must not interfere in Advertising Materials in particular it must not change, edit or diversify Advertising Materials unless Big Wave Media gives written consent and accepts these amendments.
4.6. Big Wave Media shall not be liable for the content published on Publisher websites however it shall reserve the right to monitor such content.
4.7. Once Big Wave Media receives a complaint from Advertiser or a third party concerning Publisher, Publisher is obliged to cooperate with Big Wave Media in processing such a complaint.
4.8 Upon termination of the Agreement Publisher shall not be entitled to use any Intellectual Property of Advertiser or Big Wave Media in particular registered or unregistered trade or domain names , any texts, pictures, banners and other Advertising Materials.
4.9

5. Commission
5.1. Big Wave Media shall pay to Publisher Commission based on the rules set out in the Terms and according to the Commission Rate and Payment Conditions. The payment shall be made by Big Wave Media on a monthly basis according to the report which is based on the number of Redirections. The Commission payment shall be done in aggregated form with regard to all Advertising Materials presented by Publisher. Publisher is entitled to the Commission payment provided that the Commission exceeds the threshold of 500 PLN (net) / 100 EUR (net). Once Publisher obtains from Big Wave Media information to issue the invoice for the month concerned, it issues invoices for Big Wave Media without delay. The invoice payment period is 30 days following the date of invoice delivery. In the case where Publisher shall not issue the invoice within 7 days from obtaining information from Big Wave Media, payment will be transferred to the next reference period.
5.2. Commission rates and Payment Conditions are stated on Big Wave Media website and Publisher shall have the access to them via Publisher Account. Publisher shall have the possibility to choose Advertising Materials and to share them to the Users. By choosing Advertising Materials Publisher agrees to apply Commission Rates and Payment Conditions applicable to these Advertising Materials. Big Wave Media shall be entitled to change Commission Rates and Payment Conditions with one day’s notice.
5.3. Commission Payment to Publisher shall take place after prior settlement between Big Wave Media and Advertiser of the advertising campaign corresponding to Publisher Commission.
5.4. If the Payment Conditions provide that Commission shall be calculated on the basis of costs per click, per view or action, such commission shall not be paid by Big Wave Media in the case if any method or activity have been taken to ostensibly increase the quantities.

6. Disclaimer
6.1. BIG WAVE MEDIA shall not guarantee the full functionality of the Publisher or Service Account all the time but it will do its utmost to remove the failures immediately.
6.2. Any delay in implementation or non-implementation of Big Wave Media obligations shall be without prejudice to these Terms and shall not give any basis to incur liability by Big Wave Media.
6.3. Big Wave Media shall not take responsibility for technical problems.

7. Licenses, confidentiality
7.1. Big Wave Media herby gives consent to use and distribute by Publisher for the duration of the Agreement in the following fields of exploitation:
7.1.1. entering into computer (server) memory
7.1.2. sharing in such a way that everyone has got the access in a place and time individually chosen by them (also on the Internet) to all materials (music) obtained from Advertisers and then given to Publisher by Big Wave Media according to these Terms. Publisher is not entitled to grant further licences.
7.2. Publisher gives its consent to Big Wave Media to share the following information in particular to share it to Advertisers via Advertiser Accounts and to publish it in all the materials provided to Advertisers:
7.2.1. data which identify Publisher including information stating that it is a Publisher within the meaning of these Terms;
7.2.2. information concerning Publisher’s activities aimed at Advertiser.
7.3. Publisher confirms that in order to enable Big Wave Media providing, monitoring, administrating, correcting, promoting or placing on the market Services:
7.3.1. Big Wave Media is allowed to publish statistics or factsheets concerning the Services, register statistics or factsheets provided that they will not be identifiable as relating to Publisher unless Publisher accepts that and give its consent; and
7.3.2. Big Wave Media is allowed to contact Publisher by e-mail, phone or post asking for feedback concerning Services offered as well as all possible methods how to improve them.
7.4. Subject to the provisions of points 7.1. and 7.2. each party confirms that it shall keep in confidentiality all Confidential Information gained as a result of cooperation conducted on the basis set out in these Terms and shall not use any Confidential Information for any purpose other than fulfilling obligations resulting from them .
7.5. Confidential Information shall not include information which:
7.5.1. is or become generally available in a different way than as a result of unauthorised disclosure by the receiving Party;
7.5.2. was available or possessed by the receiving Party free from any restrictions regarding their use and disclosure prior to its transfer by disclosing party providing that the source of this information is not subject to any other agreement or other obligations relating to the confidentiality in regard to this information ;
4.8.1 in a different way became legally available to the receiving party other than by disclosing it by disclosing party within the cooperation concluded on the basis of these Terms providing that the source of this information is not subject to any other obligations relating to the confidentiality in regard to this information.
4.8.2

8. Advertising Materials Disconnection
8.1. Big Wave Media reserves the right to disconnect the Advertising Materials connected to the Publisher Website with immediate effect if:
8.1.1. there are problems with any functionality of advertising materials which cannot be solved by Advertiser within 48 hours since the problem was detected.
8.1.2. Big Wave Media obtained a complaint or a petition from any Advertiser or a third party which relates to the emission of Advertising Materials by Publisher.
8.1.3. any point of these Terms is violated by Publisher;
8.1.4. Publisher fails to comply with justified guidelines specified by BIG WAVE MEDIA resulting from point 4.8.
8.2. Big Wave Media is obliged to inform Publisher immediately about disconnecting Advertising Materials, which is a result of situations mentioned in point 8.1.
8.3. Big Wave Media may disconnect Advertising Materials presented on the website of its Publisher.
8.4. In situation when Big Wave Media or Publisher do not follow regulations mentioned in points 8.1 or 8.3 :
8.4.1. all consents and licences granted in order to use any intellectual property rights with regard to Big Wave Media or any Advertiser Advertising Materials shall be considered as expired with immediate effect;
8.4.2. Publisher shall remove with immediate effect or shall allow Big Wave Media to remove from the Publisher Website all Advertising Materials posted on the website pursuant to the Agreement.
8.4.3. Publisher loses the right to obtain the Commission due to the disconnection of Advertising Materials or Advertiser. The Commission loss shall occur once Advertising Materials or Advertisers are disconnected.

9. Duration of the Agreement and terms of termination
9.1. The Agreement has been concluded for an indefinite period. Either Party may terminate the Agreement at any time in the manner specified in point 10.3.
9.2. Big Wave Media reserves the right to terminate the Agreement with immediate effect if:
9.2.1. Publisher commits a serious infringement of any of the points of these Terms;
9.2.2. Publisher infringes any provision stated in 4.4.;
9.2.3. Publisher failed to comply with the order of rectification of deficiencies on its side within the time limits indicated by Big Wave Media.
9.2.4. the number of generated redirections to the Website shall drop below the acceptable level in the opinion of Big Wave Media;

9.2.5. Publisher filed for bankruptcy (remedial or liquidation bankruptcy)
4.8.1 Publisher shall start liquidation;
4.8.2 9.3. Undermentioned violations of these Terms may be considered by Big Wave Media as serious infringement by Publisher of provisions 4.3, 4.4, 4.6 and 7 in the meaning of 9.2.1.
9.4. Upon termination of the Agreement:
9.4.1. all consents and licences given in order to use any intellectual property rights of Big Wave Media or and of the Advertisers, shall be considered as terminated with immediate effect;
9.4.2. Publisher shall immediately remove all materials published by Big Wave Media or Advertisers which contain any references to Services in question or Advertisers in particular: logo, banners and advertising materials or shall cooperate with Big Wave Media in order to remove abovementioned content from Publisher Website.
4.8 Publisher is not entitled to obtain Commission for generating any redirection after the termination of the Agreement.
4.9 Provisions set out in points 4.1., 4.2., 6., 7., 9.5. shall apply despite the termination of the Agreement.
4.10
10. Final Provisions
4.8 Big Wave Media may amend these Terms subject to the prior notification about the changes in the Terms with 14 days notice, Big Wave Media shall inform Publisher by e-mail.
4.9 In the absence of approval of prosed amendments Publisher has got the right to terminate the Agreement with immediate effect. If Publisher does not request for termination of the Agreement before the expiry of the notice period, it shall be deemed that Publisher accepts amendments in the Terms.
10.2. Neither party must not, without a written consent of the other party, transfer, subcontract or dispose any of their rights or obligations arising from these Terms.
10.3. Unless the Terms require otherwise, any formal documents and other notifications transferred between the parties shall be delivered:
10.3.1. by e-mail to the Publisher e-mail address indicated by Big Wave Media through Publisher account in the registration form; or
4.8.1 by placing by Big Wave Media on Publisher Account;
4.8.2 by registered mail or courier service at the address of the other party indicated accordingly – in Terms or the registration form – or personally served.
10.4. These Terms represent the entire Agreement between the parties and this Agreement concluded according to the Terms excludes any other agreements and contracts between the parties.
10.5. The Parties agree to resolve amicably any disputes. Any disputes not settled in abovementioned way shall be resolved by common court of territorial competence over the head office of Big Wave Media.
10.6. The Agreement and these Terms are subject to Polish law and shall be interpreted in all aspects according to this law.
10.7. If any of the provisions of the Agreement or these Terms is deemed by any court or other approved body to be entirely or partly invalid or ineffective, other provisions of the Agreement or these Terms as well as the valid part of the invalid provision, shall remain in force.
10.8. Any of the provisions of these Terms must not be interpreted as setting up a partnership between the parties or relations as between the employee and the employer on the basis of the service contract or relations as between the constituent and the agent.