1. Introduction

These Marketplace Partners Terms of Use (the “Agreement”) are made by and agreed to between Target Circle AS (hereinafter referred to as “Target Circle”), located at Hvamsvingen 4, 2013 Skjetten, Norway, and You (hereinafter referred to as “Ad Media”).

Ad Media must accept the Agreement and also be accepted by Target Circle, in order to use Target Circle’s services and platform, by selecting the accept mark on the Ad Media registration page.

Target Circle manages and operates an online exchange (“Target Circle Exchange”), providing a joint platform for Ad Media and Advertisers to connect and trade.

The Agreement shall be valid from the date on which Ad Media accepts the Agreement upon registration with Target Circle, until terminated by either party in accordance with the Agreement.

Target Circle reserves the right to change, modify, add or remove portions of these Agreement at any time by posting the amended Agreement on our website targeTarget Circleircle.com (“Site”) or within Target Circle’s services. Unless Target Circle states otherwise, changes are effective when posted. If Ad Media continues to use Target Circle’s services after the changes are posted Ad Media agrees to the changes.

2. Definitions

Account: Is the accepted access to the Target Circle Exchange in accordance to the Agreement. This includes your Ad Inventory and accurate relevant content provided.

Advertiser: A person, company or organization that distributes their products and services into the Target Circle Exchange to target the Ad Media’s Ad Inventory.

Offer: An offer owned and operated by an Advertiser and/or Target Circle on Target Circle Exchange which the Ad Media can promote.

Ad Media: You, either as a private person, company or organization whose business is to distribute the Advertisers’ Offers (products and services) through your registered Ad Inventory in your Account.

Ad Inventory: This is the available advertising inventory the Ad Media have at their disposal to distribute the Advertisers’ Offers (products and services). One Ad Media can have multiple Ad Inventories within one Account.

3. The Services

3.1. Target Circle manages and operates the Target Circle Exchange. Ad Medias, Advertisers and Target Circle itself, are the participants. Advertisers offer their products and/or services into the Target Circle Exchange, and the Ad Media provides their Ad Inventory for promoting the Advertisers’ Offers.

3.2. The Ad Media shall in each case conclude separate agreements with Target Circle and the Advertiser for distributing the Advertisers’ Offers, as a part of this contract.

3.3. The Advertiser will provide all relevant information and if stated, specific rules and regulations of distribution of Offers, and the Ad Media will accept these specific rules and regulations before the Ad Media can start promoting the Offer.

3.4. The Advertiser or Target Circle is entitled to reject on behalf of the Advertiser the Ad Media’s Ad Inventory in part or in full without stating reasons for this decision.

3.5. Ad Media will not have any claim against the Advertiser or Target Circle in any case other than gross negligence or willful misconduct.

3.6. Target Circle records and monitors all transactions through the Target Circle Exchange. This provides Advertisers and Ad Media with all tracking data and a list of conversions to their respective Accounts. Target Circle can only apply successful identification of transactions for traffic usage of the Target Circle platform, and is not responsible for third party tracking solutions.

3.7. The Ad Media recognizes and accepts that no technical tracking solution is ever able to track all tracking data and conversions because e.g. consumers may use ad blocking technology or similar.

3.8. The Ad Media shall enable their Ad Inventory for the Advertiser when approaching the Advertiser and the Advertisers’ Offer(s). The Ad Media may not insert special reservations or conditions other than stated in the Ad Inventory of the Ad Media.

3.9. The agreement between the Advertiser and the Ad Media is done through the Target Circle Exchange, however Target Circle can be entitled to be a part of individual agreements between the Advertiser and the Ad Media.

3.10. The Advertisers are obligated to provide terms and conditions for each Offer for the Ad Media to read and accept. The Advertisers are bound by its Offer for the stated period, volume and/or value of each Offer.

3.11. The Ad Media using the Target Circle Exchange can monitor and control their Ad Inventory statistics and activities, and will be visible through their Account.

3.12. Target Circle is continuously developing and improving the Target Circle Exchange Platform. Target Circle is free to change, modify, alter, and to insert new features on the Account and the Target Circle Exchange. Due to maintenance or improvements, some functions may be temporarily unavailable. The services are provided on an as is basis and Target Circle shall not have any obligation to cover any losses incurred by the Ad Media for any reason resulting from the use of the services. Target Circle is also allowed to alter the services if the changes are legally demanded by law.

4. Registration

By registering with an Account with Target Circle, Ad Media shall accept the Agreement entirely and the following conditions:

4.1. Ad Media shall be solely responsible for all registered data on Ad Media and that their Account is complete and correct at all times. The account data will always be available to view and change in the Account.

4.2. The Ad Media is obligated to submit their VAT identification number issued by their local tax authority, as a part of the registration acceptance process.

4.3. Ad Media is responsible for keeping their registration data confidential, and is obligated to contact Target Circle if they suspect a third party has become aware of this data.

4.4. If the Ad Media is a natural person he/she must be at least 18 years of age.

5. Ad Media Obligations

5.1. Ad Media is fully responsible for its Ad Inventory and its contents and shall ensure that they conform at all times to all applicable laws, regulations and Offer restrictions.

5.2. Ad Media guarantees that the rights to all information and content on the Ad Inventory belong to the Ad Media or that the owner of the rights to the information and content on the Ad Inventory has given his explicit permission.

5.3. Ad Media also guarantees that the information and content on the Ad Inventory do not violate the rights of any third party, including intellectual property, copyrights, trademark rights, personal rights or similar rights.

5.4. Ad Media furthermore warrants that the Ad Inventory must not contain any prohibited or questionable content including without limitations pornography, racism and hate content, adware, spyware and file sharing.

5.5. When participating in an Offer, Ad Media is authorized and agrees to display the related Offer Ads and content on the Ad Inventory for the duration and according to the conditions set forth in the Offer conditions and policies.

5.6. If the Advertiser or Target Circle request to remove an Offer Ad from the Ad Inventory, the Ad Media is obligated to remove this Ad within one working day.

5.7. Ad Media who are operating a network with sub-partners themselves hereby warrant to communicate the Agreement and all Offer policies to their sub-partners and to monitor and enforce their compliance. Ad Media will be held fully liable for the conduct of their sub-partners.

5.8. The Ad Media must respect the prohibition of unsolicited advertising (“Spam”) when sending emails containing Offers. Therefore, the consent of each and every recipient is to be obtained prior to sending emails; should Target Circle so request, Ad Media must provide written evidence that such consent has been granted.

5.9. The Ad Media must not use keywords containing legally protected terms such as, in particular, trademarks of the Advertiser or of the Advertiser's competitors ("brand bidding"), unless the respective Advertiser has expressed its permission in writing.

5.10. The Ad Media must not generate Fraudulent Traffic, which is for example invalid impressions, clicks and conversions that can result from automatic opening, robots, searches in email or chat rooms, script generators, the placing of links on Ad Inventories other than those specified, and clicks that are not generated by a browser, clicks that are not preceded by an informed action of a user who wishes to access a specific website. If the Ad Media generates any Fraudulent Traffic, Target Circle and the Advertiser have the right to withhold all Payments to the Ad Media and to claim damages from the Ad Media.

5.11. The Ad Media hereby undertakes to refrain from attacks of any kind on the Target Circle Exchange. Attacks are, without limitation, defined in particular as attempts made to overcome or circumvent the security mechanisms of the Target Circle Exchange or to otherwise incapacitate them, using computer programs enabling automatic data readouts, as well as using and/or circulating viruses, worms, Trojans, brute force attacks, spam or using other links, programs or procedures that are suited to damage the Target Circle Network or individual participants in the Target Circle Exchange.

6. Target Circle Obligations / Limits of Target Circle Liability

6.1. Target Circle is to register and monitor the traffic generated by the Ad Medias´ Ad Inventory, in accordance with the services provided by Target Circle.

6.2. Target Circle will pay to the Ad Media all amounts due only after Target Circle has received payment from the Advertisers.

6.3. Target Circle will not be liable for implementation errors of the tracking links on the Ad Media’s Ad Inventory or for the functioning of the tracking links or for the functioning of the conversion tracking.

6.4. Target Circle is not to be held liable for any defects resulting from the Advertiser´s Offer site or Ad Media´s Ad Inventory, loss of data, defects of any sort in the system, viruses or other damaging software used for Target Circle Exchange.

7. Non-Disclosure

7.1. Ad Media acknowledges that in connection with the participation of Target Circle Exchange, it will be provided with confidential and proprietary data and information, through data and reports. Such confidential data and information may be owned variously by Target Circle or Advertisers and/or their suppliers or contractors. The Ad Media will retain ownership of any data and information that the Ad Media independently collects through the Ad Media’s Ad Inventory, without the use of Target Circle Exchange, provided that any data and information that may be provided by the Ad Media to Target Circle shall be deemed to be covered by the licenses granted to Target Circle under the Agreement.

7.2. Ad Media will not disclose any reports, data or other confidential information provided through the Target Circle Exchange to any third party or use any such confidential information other than solely as and to the extent required for the Ad Media to perform under the Agreement and/or the Ad Media’s engagements without Target Circle´s written consent.

7.3. The Ad Media may disclose some confidential information only to the Ad Media’s employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such information.

8. Remuneration

8.1. The Ad Media will receive performance-based remuneration (“Payment”).

8.2. The amount of the Payment is based on performance and will always be an individual case. The type of business transactions entitling to the payment, shall depend on the respective Advertiser's Offer. The Advertiser may modify the Agreement and conditions of the Offer unilaterally. The Advertiser may terminate the entire Offer. The commission of the Advertiser´s offer can be viewed in the Ad Media Account.

8.3. A commission qualifies when a tracked transaction between a customer and an Advertiser has been done through the Ad Media’s Ad Inventory, and must have been tracked by Target Circle. The Advertiser also has to have approved the Ad Media´s Ad Inventory and to have confirmed the transaction, and there has been no violation of the Agreement.

8.4. If the Advertiser cancels any transactions, the Ad Media cannot claim the commission in question. The Ad Media will not receive any Payment in such case.

8.5. Target Circle has the right to hold amounts owed to the Ad Media against amounts owed by the Ad Media to Target Circle.

8.6. Target Circle will only pay out the amounts that have been confirmed and paid by the Advertiser to Target Circle, to the Ad Media in due time. If the minimum payment amount of 50 Euros or its equivalent in another currency has not been reached, the amount will be transferred to the next payment period.

8.7. No interest on the balance in the Account will be paid.

8.8. Upon Payment, Target Circle will pay the amount due to the Ad Media’s payment account registered in Target Circle, without requiring any invoice from the Ad Media. An electronic self-billing invoice will be issued and provided by Target Circle and the Ad Media will be able to receive the self-billing invoice in the Ad Media Account. The amount will be reduced by incurred transfer and any exchange rate charges and paid into the bank or Paypal account specified by the Ad Media in the Target Circle system.

8.9. The Ad Media is solely responsible for paying any and all taxes, government fees such as retirement payments and similar payments which are related to its activities. If the Ad Media is a private person, Target Circle will not pay any withholding tax in any jurisdiction. The Ad Media operates as an independent third party and is not in any case employed by Target Circle.

9. Termination of Advertisers

Should an Advertiser’s participation in Target Circle be terminated in any way by suspension or immediately be ended early for any reason, the Ad Medias may not be given any notice. All the Ad Medias’ qualifying links for this Advertiser and all of their Offers will immediately be suspended and terminated. Target Circle has no obligation or liability to the Ad Media of any such termination of an Advertiser.

10. Deactivation and Termination

10.1. The Ad Media is entitled to terminate the relationship between itself and Target Circle governed by the Agreement with immediate effect at any time.

10.2. Target Circle is entitled to deactivate any Ad Media Account if the Ad Media has not participated in the Target Circle Exchange, or has not generated any commission over a period of 6 months.

10.3. Target Circle reserves the right to unilaterally and immediately deactivate any Ad Media Account upon notice in case of suspected or established breach of the Agreement.

10.4. The Ad Media has the right to provide sufficient elements to establish the absence of breach within the time being given in the notice, Target Circle may terminate the Ad Media, without prejudice of Target Circle’s right to claim adequate indemnification and remedies.

10.5. Any breach of the Agreement is cause for immediate termination from an Advertiser and/or termination of the Ad Media Account, and may result in charge-back of one or more payments. Ad Media’s credit that may apply shall be forfeited.

10.6. The reasons for termination can be, but not limited to these reasons:

10.6.1. Target Circle considers the Ad Media or the Ad Media’s Ad Inventory to be inappropriate in any way.

10.6.2. The Ad Media behaves fraudulently or illegally or tries to generate non-approved or Fraudulent Traffic, to any Advertiser in the Target Circle Exchange or in any other way breaches any of the Agreement.

11. Indemnification in the event of breach of Agreement

11.1. Upon termination of the Agreement, the Ad Media must immediately cease to use and delete all links to all Offers, and all licences granted under the Agreement will immediately be terminated.

11.2. The Agreement expire immediately on termination and the Ad Media has no claim of any remuneration after this date, even if the Ad Media does not remove and delete all links to any Offers. Even after termination the Ad Media is obligated to pay to Target Circle charge-backs of one or more payments if so demanded by Target Circle.

11.3. An Ad Media whose Account has been deactivated because of breach to the Agreement is not entitled to re-register to Target Circle. Violations of this shall place the Ad Media under obligation to pay Target Circle compensation in damages.

12. Data Ownership

The Ad Media with the Agreement understands that all data and, provided by all users and visitors that are collected through the Target Circle Exchange and tracking or in response to an Offer or any other reports, and information available and received by Target Circle from such data is the sole and exclusive property of the Advertiser and Target Circle and is considered Target Circle’s confidential information pursuant to the Agreement. The Ad Media shall not make available any such data or visitors, or any portion thereof, to any third party.

13. Force Majeure

Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of internet service providers, default due to internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and similar.

14. Entire Agreement

The Agreement together with the Data Processing Terms (the “DPT”) and Our Privacy Policy constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements, negotiations and discussions (both written and oral) between the parties relating thereto.

15. Place of Jurisdiction

The Agreement, and the relationship between the parties under the Agreement, will be governed by and construed in accordance with the laws of Norway, without regard to its law provisions. Any claim, dispute or matter arising under or in connection with the Agreement shall be resolved mutually through negotiation to the extent possible. In the event the parties fail to resolve any dispute arising hereunder through mutual negotiation, each party shall irrevocably submit to the exclusive jurisdiction of the courts of Norway.