General Partner Conditions
1. Acceptance, availability and modification of general conditions in AdsFirstSun.
The present document contains the General Partner Conditions (from here on out, referred to as “Conditions”) that regulate the relationship between FIRST SUN CORPORATION LIMITED (from here on out, referred to as AdsFirstSun) and the partners and users of AdsFirstSun services (from here on out referred to as “Partner”).
AdsFirstSun reserves the right to modify (for justified reasons such as updating the document to reflect updated legislation, evolution of processes or changes in the services offered, or the terms and clauses present in these Conditions. AdsFirstSun will inform of modifications to the Conditions through the URL www.AdsFirstSun.com or by email as soon as possible.
2. The Service.
2.1. AdsFirstSun provides You an opportunity to participate in our Service and Program by placing its Ads on web pages of publishers registered in AdsFirstSun Network. AdsFirstSun will monitor, track and report its Services in a manner and on a schedule as determined by AdsFirstSun.
2.2. In order to become an Advertiser or а Publisher you must first accurately submit an application for AdsFirstSun account at our website and be in compliance with present Agreement (in case of using Self-service) or register yourself as an Advertiser or а Publisher by contacting AdsFirstSun directly (in case of using Managed service) for acceptance, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify of your acceptance or rejection as AdsFirstSun Advertiser or Publisher. We may accept or reject your account registration at any time at our sole discretion for any reason. AdsFirstSun reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at AdsFirstSun sole discretion.
2.4. AdsFirstSun has the following Non Acceptable Business rules for Advertisers and Publishers:
- Where there are known or perceived links to terrorist organizations, military, arms and/or ammunition manufacture or sales;
- Where there is knowledge or suspicion of money laundering or terrorist financing;
- Gambling and Adult, Alcohol, Tobacco Ads, Adult Content Ads, Online Gambling Ads ads are non-acceptable;
- Where it is known or there are reasonable grounds for suspicion that a criminal offence has taken place;
- Where the client or any of the clients associated parties are subject to any sanctions measures;
- Where the client is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
- Producers/publishers of racist/pressure group material or extreme political propaganda;
- Regulated entities that do not have the appropriate licensing;
- Extreme political and/or charitable organizations.
2.5. There are the following methods of using the Service available – Self-Service or Managed service.
Self-Service assumes that all Services and ad campaigns shall be provided through Advertisers account in Program. AdsFirstSun support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by You.
Managed service assumes that assistance of using the Services and Program shall be provided by AdsFirstSun officers.
2.6. You may not transfer your account to anyone without explicit written permission of AdsFirstSun and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. AdsFirstSun cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
2.7. AdsFirstSun will implement, monitor, track and report an agreed campaign. AdsFirstSun will furthermore report if and when errors have occurred in a Campaign in order to rectify such errors so that such Campaign can be carried out as agreed on. AdsFirstSun will also, at its sole discretion, provide support and advice on a Campaign during the term of this Agreement.
2.8. AdsFirstSun does not guarantee:
(I) the placement, positioning or the timing of delivery of any Ad, or (II) the number (if any) of any impressions, publications, conversions or clicks on any Ad on any AdsFirstSun Network Property.
3. User registration obligations.
3.1. In consideration of your use of the AdsFirstSun Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the AdsFirstSun Services under the laws of the applicable jurisdiction.
3.2. As a condition to using Services, you are required to register with AdsFirstSun and receive a password and username (AdsFirstSun User ID). You shall provide AdsFirstSun with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your AdsFirstSun account.
4. Publisher statistics and payments.
4.1. Provided statistical reports and displayed data are subject to change in AdsFirstSun’s sole discretion.
4.2. All payments are based on AdsFirstSun statistics unless otherwise mentioned in the Insertion Order (the “IO”).
4.3. AdsFirstSun reserves the right to place the payments on hold in case of any suspicions in fraudulent activity.
4.4. Payment Frequency:
- Publisher can request a payment three times during first month of work;
- Further payments are issued once a month, Net30;
4.5. $10 is our minimum payout cumulatively meaning that if you do not reach your minimum payment the balance will accrue for the next period until you reach the $10 minimum.
5. Advertiser rules and obligations.
In the event that the Partner is not satisfied with the quality of traffic received within a day, AdsFirstSun agrees to allow chargeback from the Advertiser`s Party. When the cooperation lasts more than one day without any complaints regarding traffic quality, Advertiser is obliged to pay the sum in full for the whole period of working without any recalculations and chargebacks. AdsFirstSun provides tools for blocking inappropriate traffic sources. Advertiser, for its part, shall submit a list of unsuitable sources to be added to the block list.
In this respect, AdsFirstSun shall not allow any recalculations or non-payments from Advertiser`s Party. AdsFirstSun will not carry responsibility for complaints received from the 3rd Party. Advertiser will assume losses suffered as a result of chargebacks and non-payments from the 3rd Party.
6.1. You agree not to disclose AdsFirstSun Confidential Information without AdsFirstSun 's prior written consent. AdsFirstSun Confidential Information includes without limitation:
- all AdsFirstSun software, technology, programming, specifications, materials, guidelines, and documentation;
- click-through rates or other statistics relating to AdsFirstSun and this Agreement;
- any other information designated in writing by AdsFirstSun as "Confidential" or an equivalent designation.
6.2. AdsFirstSun Confidential Information does not include information that has become publicly known through no breach by You or AdsFirstSun, or information that has been:
- independently developed without access to AdsFirstSun Confidential Information, as evidenced in writing;
- rightfully received by You from a third party; or
- required to be disclosed by law or by a governmental authority.
7. Respect of other internet users.
The Users and AdsFirstSun agree to respect the rights of other Internet users (whether they use the AdsFirstSun Services or not), be polite to each other, follow the code of ethics and the traditions of Internet use, and agree not to use AdsFirstSun Services with the aim to abuse morals and/or ethics in any way.
8.1. Company reserves the right to terminate this Agreement and to refuse access to services to any Publisher or Advertiser at any time at it’s sole discretion. AdsFirstSun will make reasonable efforts to notify of any such termination by e-mail within a reasonable period of time.
8.2. Termination of this Agreement can be initiated after Your written request and will be executed within 30 days after AdsFirstSun confirmation.
9. Force majeure.
Neither Party will be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.
10.1. You agree not to disclose AdsFirstSun confidential information without AdsFirstSun’s prior written approval. Confidential information includes without limitation: product information, data, statistics, pricing, financial information, software, specifications, research and development and proprietary algorithms or other materials.
10.2. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this will be done subject to each Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.
10.3. The foregoing obligations under this section will not extend to any information to the extent that the Receiving Party can demonstrate that such information:
- was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise;
- was already properly and lawfully in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality;
- was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto;
- is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information;
- express written consent has been given prior to disclosure.
10.4. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party will promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
Advertiser agrees to indemnify and hold AdsFirstSun, its affiliates, subsidiaries, successors and assigns harmless from any and all claims, actions, judgments or liabilities arising out of or in connection with Advertiser´s Campaign, any breach of this Agreement by Advertiser and/or of any representation, warranty or agreement in this Agreement.
12. Assignment, governing law and jurisdiction.
12.1. AdsFirstSun may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of AdsFirstSun, which shall not be unreasonably withheld.
12.2. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law.
DATA PROCESSING AGREEMENT
This Data Processing Agreement ( DPA) is between Partner and AdsFirstSun (as defined under the Terms and Conditions) and forms an integral part of Terms and Conditions available at AdsFirstSun privacy. Partner and AdsFirstSun are hereinafter jointly referred to as the “Parties”. In the event of any conflict between this DPA and the Terms and Conditions, the terms of this DPA shall prevail. This Agreement only applies to the extent that the EU Data Protection Law applies to the Processing of Personal Data under this Agreement, including if (a) the Processing is carried out in the context of the activities of an establishment of either Party in the European Economic Area (“EEA”), and/or (b) the Personal Data relates to Data Subjects who are in the EEA and the Processing relates to the offering to them of goods or services or the monitoring of their behavior in the EEA.
“Controller” or “Data Controller” means the entity that determines the purposes and means of the Processing of Personal Data.“Processor” or “Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller. “Data Subject” means the individual to whom Personal Data relates, including End Users.“End User” means the end user of an internet connected device, such as a visitor to a web page, a user of a mobile app, or a user of an IoT device, or a visitor on advertisement or campaign webpage. “GDPR” means Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (also known as “General Data Protection Regulation”).“Personal Data” means any information relating to an identified or identifiable person as defined in Article 4.1 of the GDPR. “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction (“Process”, “Processes” and “Processed” shall have the same meaning).“Sub-Processor” means any Data Processor engaged by the Processor. “Services” means services provided by the AdsFirstSun in accordance with the general legal terms mentioned above.
2. PROCESSING OF PERSONAL DATA:
3. RIGHTS OF DATA SUBJECTS:
AdsFirstSun shall notify Partner via e-mail if he receives a request from a Data Subject in the subject of access to, correction, amendment, deletion of or objection to the processing of that Data Subject’s Personal Data. AdsFirstSun shall not respond to any such Data Subject request without Partner’s prior written consent, except in order to confirm that the request relates to the Partner. To the extent that Partner responds to any such Data Subject request, AdsFirstSun shall provide Partner, to the extent required by law, with commercially reasonable cooperation and assistance in relation to handling of a Data Subject’s request, to the extent legally permitted. AdsFirstSun reserves the right to charge additional fees in relation to the cooperation with the Partner in regard to this DPA.AdsFirstSun’s staff: AdsFirstSun shall ensure that its personnel engaged in the Processing of Personal Data is informed of the confidential nature of the Personal Data, has received appropriate training on their responsibilities and is subject to obligations of confidentiality. Such obligations shall survive the termination of that individual’s engagement with the AdsFirstSun. AdsFirstSun shall ensure that access to Personal Data is limited only to those members of personnel who require that access in order to fulfil AdsFirstSun’s obligations under the Terms and Conditions.
Pursuant to Article 28, Section 3(c) of the General Data Protection Regulation, the AdsFirstSun shall take the measures required by the Article 32 of the GDPR.AdsFirstSun shall provide sufficient guarantees of implementation of the appropriate technical and organizational measures in a manner that the processing will meet the requirements of the GDPR and ensure the protection of the rights of the Data Subject.AdsFirstSun imposes appropriate contractual obligations upon its personnel that engages in the Processing of Personal Data, including relevant obligations regarding confidentiality, data protection and data security. AdsFirstSun ensures that its applicable personnel has been properly informed of the confidential nature of the Personal Data, has received appropriate training and has executed written confidentiality agreements. AdsFirstSun will further ensure that such confidentiality agreements will survive the termination of employment or another form of engagement of its personnel.
To the extent that the applicable law requires Partner to be in a position to monitor the adequate Processing of Personal Data, Partner as the Partner have the right to request an audit from AdsFirstSun to the extent necessary to review whether AdsFirstSun and our Sub-Processors are compliant with the following regulations: (i) any provisions of the Law, (ii) the terms of this DPA, and (iii) Partner’s instructions. AdsFirstSun may provide Partner with a copy of its most recent third-party audits or certifications issued by an independent, third-party auditor, as applicable, or any summaries thereof in order to fulfil Partner audit rights. If an audit is required by law and where its requirements cannot be fulfilled by the provision of such certification, Partner may conduct, either by Partnerself or through a third party independent contractor selected by Partner at Partner expense, an on-site audit of the AdsFirstSun. Such audit may be conducted subject to the following terms: (i) the audit will be pre-scheduled in writing with AdsFirstSun at least 30 days in advance and will be performed once a year at most; (ii) if applicable, all of Partner personnel performing the audit, whether employed or contracted by Partner, will execute a AdsFirstSun’s standard non-disclosure agreement prior to the initiation of the audit, and a third party auditor will in addition execute a non-competition undertaking; (iii) Partner will undertake all necessary measures to ensure and verify that the auditors do not access, disclose or compromise the confidentiality and security of Personal Data other than Partner Personal Data on AdsFirstSun’s information and network systems; (iv) Partner will take all necessary measures to prevent any damage or interference with AdsFirstSun or its service providers’ information and network systems; (v) Partner will bear all costs and assume responsibility and liability for the audit and for any failures or damage caused as a result thereof; and (vi) any audit activities on AdsFirstSun’s third-party service providers’ information systems will be pre-scheduled and agreed on with the applicable providers; (vii) Partner will keep the audit results in strict confidentiality, use them solely for the specific purposes of the audit under this Section 6 and the GDPR will not use the results for any other purpose, or share them with any third party, without the AdsFirstSun’s prior explicit written confirmation; (viii) If Partner are required to disclose the audit results to a competent authority, Partner will provide the AdsFirstSun with a prior written notice, explaining the details and necessity of the disclosure, as well as provide all further necessary assistance to prevent such disclosure.
6. SECURITY BREACH MANAGEMENT AND NOTIFICATION If AdsFirstSun:
becomes aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to any Personal Data transmitted, stored, or otherwise Processed on AdsFirstSun’s equipment or in AdsFirstSun’s facilities (“Security Breach”), AdsFirstSun will promptly: (i) notify the Partner of the Security Breach; (ii) investigate the Security Breach and provide Partner with all relevant information about the Security Breach; and (iii) take all commercially reasonable steps to mitigate the effects and minimize any damage resulting from the Security Breach.
7. SUBPROCESSING AND TRANSBORDER DATA TRANSFERSPartner:
authorizes AdsFirstSun to appoint Sub-Processors in order to provide the Services.AdsFirstSun may continue to use the Sub-Processors already engaged by the AdsFirstSun according to this DPA.AdsFirstSun may integrate the Partner’s services with external service providers’ platforms for the purpose of providing its Services, on Partner’s behalf and for the purposes of serving the Partner’s interests, where such external service providers may be Sub-Processors, which Partner hereby agrees to. A full list of such Sub-Processors is available upon the Partner’s written request directed to the AdsFirstSun. Notwithstanding the provisions above, Partner hereby authorize AdsFirstSun to subcontract the Processing to the Sub-Processors based outside of the European Economic Area (EEA) to the extent necessary to duly perform the Service(s), under the condition that the Sub-Processors will provide sufficient guarantees in relation to the required level of data protection, e.g. through a Privacy Shield certification according to the EU Commission Decision 2016/1250, or a subcontracting agreement based on the standard contractual clauses launched by virtue of the EU Commission Decision on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC or GDPR (the “Model Contract Clauses”), or based on other applicable transborder data transfer mechanisms.
8. OTHERS Term:
This Agreement shall become effective as of May 25, 2019. Partner authorizes AdsFirstSun to retain Personal Data for a period of 3 months from the date of its collection on Partner’s behalf and for the purpose of serving its interests, including for fraud prevention, ad security services, reporting services, complaints or chargebacks handling. This data may be deleted from AdsFirstSun’s servers after this retention period and/or after the termination of Agreement or earlier, at Partner written request. Notices: If Partner wish to make any inquiries about this Agreement, please contact support@AdsFirstSun.com Liability: Partner shall indemnify and hold AdsFirstSun, its officers, directors, employees, contractors, and agents harmless from and against all claims, liabilities, administrative fines, suits, judgments, actions, investigations, settlements, penalties, fines, damages and losses, demands, costs, expenses, and fees including reasonable attorneys’ fees and expenses, arising out of or in connection with any claims, demands, investigations, proceedings, or actions brought by data subjects, legal persons (e.g., corporations and organizations), or supervisory authorities under the data protection laws that apply to AdsFirstSun in respect of processing of Personal Data on behalf of Partner through Services.The liability of each party under this Agreement shall be subject to the exclusions and limitations of liability set out in the legal terms.Governing law: This Agreement shall be governed by, and is construed in accordance with, the laws of the State of Spain, without giving any effect to any choice of law and provisions thereof that would cause the application of the laws of any other jurisdiction.