BILLY PERFORMANCE NETWORK, S.L. (BPN)

GENERAL TERMS AND CONDITIONS APPLICABLE TO BPN AFFILIATE PROGRAM

  1. PURPOSE

    1. BPN mainly engages in providing publicity management services via a network of mobile advertising spaces and a recommendation intelligence widget.
    2. These General Terms and Conditions (the Terms and Conditions) regulate and apply to the participation by the Affiliate in the BPN Affiliate Program, and therefore to the campaigns management and mobile publicity services that the Affiliate will provide to BPN.
  2. ENROLMENT IN THE AFFILIATE PROGRAM

    1. The enrolment by an Affiliate in the BPN Affiliate Program will be settled by submitting an application to the BPN Affiliate Program (which BPN will be entitled to accept or reject at its sole discretion for any reason), or by means of the acceptance by the Affiliate of any IO submitted by BPN within such BPN Affiliate Program.
    2. The Affiliate undertakes to comply with all the terms, conditions, guidelines and policies of Billy Group or any third party which provides services used by Affiliate in connection with BPN Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
    3. BPN may revoke the Affiliate’s participation in the BPN Affiliate Program at any time and at its sole discretion for any reason, by giving written notice to the Affiliate.
  3. INSERTION ORDERS

    1. Once an Affiliate is enrolled in the BPN Affiliate Program, it will have access to, or will be provided with, certain campaigns (in relation to Billy Group or to third parties). Management of such campaigns by the Affiliate, and in particular the insertion or display of the same on the mobile sites owned, managed or controlled by the Affiliate shall be carried out in accordance with the Insertion Orders (IO) and notifications made between the Parties, and complying with the terms and conditions established herein. To this effect the Parties will have to complete and confirm the corresponding IO and agree on the terms and conditions applicable to each of the campaigns.
  4. CREATIVE MATERIAL AND IP RIGHTS

    1. BPN will provide the Affiliate with the creative material of each campaign by means of graphic and textual links and/or other creative materials (collectively, the Links), that may link to specific web sites or mobile sites managed by Billy Group or third parties (the Sites). The design of the campaign or advertisement to be inserted by the Affiliate on the mobile sites owned, managed or controlled by the same may consist of various images, audio-visual files or logos. The Affiliate or its End Affiliates and Publishers (as this term is described below) shall in no event modify the creative material provided by BPN.

      BPN hereby places on record that campaigns can relate to, and/or be prepared by, third parties (the Clients) and therefore, in such cases, BPN has no control over the Links or its content. To this effect, BPN undertakes to require the Clients that the creative materials do not (i) infringe patents, copyrights, trade secrets or other third-party industrial or intellectual property rights; (ii) contain (or link to) material which is defamatory, libellous, misleading, harmful, threatening, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity, or which constitutes an invasion of any right to privacy, breaches advertising rights or, in any other manner, breaches third-party rights; or (iii) breach any type of law or regulation, whether international, community, state, regional or municipal, which may be applicable (the Objectionable Content). Notwithstanding the foregoing, BPN assumes no liability towards the Affiliate regarding the Links (or its content) prepared and/or sent by and/or relating to Clients or other third parties different from BPN.
    2. BPN grants the Affiliate a nonexclusive, non-transferable, revocable right to use the Links and to access to the Sites for the sole purpose of identifying the Affiliate’s Media as participant in the BPN Affiliate Program. BPN hereby assigns to the Affiliate, to the extent necessary for the performance of the commercial relationship between the parties set forth herein (and to the extent an assignment has also been made to BPN by the relevant Client when necessary) the right of use over logos, photographs, images, texts, trademarks, trade names, descriptions, etc. regarding BPN, the Client and/or the products included in a particular Link, in order that the Affiliate can be able to carry out the campaign in the terms agreed in the corresponding IO. This right of use is assigned solely and exclusively for a specific approved campaign and for the duration of the same. This assignment is non-exclusive. In no event shall the granted licence imply transfer of ownership.

      The Affiliate will only be entitled to access and use the Links to the extent that it is a member in good standing of the BPN Affiliate Program.

      The Affiliate undertakes not to alter, modify, manipulate or create derivative works of the Links provided by BPN, or the graphics, logos or creative contained in, or derived form, the Links. Affiliate agrees that BPN may use any suggestion, comment or recommendation the Affiliate choose to provide BPN without compensation
    3. No Party may copy, distribute, reproduce or use the intellectual property rights of the other Party except for the uses expressly permitted in these Terms and Conditions.

      Except as expressly stated herein, nothing in these Terms and Conditions is intended to grant the Affiliate any rights to any of Billy Group trademarks, service marks, copyrights, patents or trade secrets.
  5. AFFILIATE UNDERTAKINGS

    1. Once an IO has been placed and confirmed by the Parties (an therefore the particular terms for a given campaign have been agreed) the Affiliate will insert and/or display the Link provided by BPN on the mobile sites owned, managed or controlled by the same (the Media).

      The Affiliate shall be the sole responsible for the development, operation, and maintenance of, and all content on or linked to, the Media (whether it is owned Media or Media from its Network, as this term is defined below). In particular the Affiliate will ensure that the relevant Media do not copy or resemble the look and feel of BPN or Clients Sites or create the impression that the Media is endorsed by Billy Group or any of the Clients. Moreover, the Affiliate undertakes (and will ensure) that no Link will be placed on any online auction platform (as eBay or amazon).

      BPN will have the right to reject the Media which it considers inappropriate and objectionable for the campaigns.

      The Affiliate undertakes to comply with (i) all obligations, requirements and restrictions under these Terms and Conditions and whatever other terms and conditions agreed between BPN and the Affiliate; and (ii) all applicable laws, rules and regulations.

      In no event shall the Affiliate make representations, warranties or other statements concerning BPN or a Client or any of their respective products or services, except as expressly authorized herein or in the relevant IO.
    2. The Affiliate hereby undertakes to comply with the following terms and conditions applicable to the specific promotional programs set forth below:

      Email Campaigns: BPN will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to BPN at hello@Billymob.com. Affiliate's emails containing the Links may not include any content other than the Links, except as required by applicable law.

      Affiliate Network Campaigns: Affiliates that maintain their own publisher networks or their own end-affiliates networks (the Networks) agree to place the Links regarding a confirmed campaign in the Networks in order to permit the access and use of the same by those publishers or end-affiliates within the Affiliate’s Network (the End-Affiliates and Publishers).

      The Affiliate hereby undertakes to communicate its End-Affiliates and Publishers all the terms and conditions contained herein, and whatever other terms and conditions agreed by BPN and the Affiliate for a relevant campaign, and in particular the conditions and regulation applicable to the Links, the Media and the IP rights (and to obtain the relevant undertakings from the End-Affiliates and Publishers), so that they fully apply to all campaigns placed by BPN in the BPN Affiliate Network or through the relevant IO sent to the Affiliate, as if such campaigns were directly managed by the Affiliate through its own Media. Therefore, the Affiliate undertakes to require and confirm that all End-Affiliates and Publishers affirmatively accept, through verifiable means, these Terms and Conditions prior to obtaining access to the Links. Notwithstanding the foregoing, the Affiliate will be fully liable before BPN for the fulfilment of these Terms and Conditions and whatever other terms and conditions agreed with BPN, and despite the fact a campaign is managed directly by the Affiliate or indirectly through its Networks.

      The Affiliate undertakes to maintain its Networks according to the highest industry standards. The Affiliate shall not permit access to its Network to any End-Affiliate and Publisher who’s Media or business model involves content containing Objectionable Content, and/or shall terminate access of such End-Affiliate or Publisher to campaigns placed by BPN within the BPN Affiliate Program.

      The Affiliate undertakes that it will expressly forbid any End-Affiliates and Publishers to modify the Links in any way.

      All End-Affiliates and Publishers must be in good standing with the Affiliate. Moreover, the Affiliate shall promptly exclude from the Network (and/or impede access to campaigns placed by BPN within the BPN Affiliate Program) End-Affiliates and Publishers who take, or could reasonably be expected to take, any action that violates these Terms and Conditions. In the event that either Party suspects any wrongdoing by an End-Affiliate or Publisher with respect to the Links, the Media or a relevant campaign, it shall promptly disclose to the other party the identity and/or contact information for such End-Affiliate or Publisher, and the Affiliate shall promptly remove such End-Affiliate or Publisher from the Network and/or terminate its access to campaigns placed by BPN within the BPN Affiliate Program.

      The Affiliate shall always prominently post and make available to End-Affiliates and Publishers, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to Billy and Clients for use as intended by Billy and Clients.
    3. Affiliates (and End-Affiliates and Publishers) shall strictly comply with the applicable anti-spam regulations from time to time in each relevant country. All emails sent in connection with the BPN Affiliate Program must include the appropriate party's opt-out link. From time to time, BPN will be entitled to request the Affiliate the final version of the emails containing linking or referencing the BPN Affiliate Program (prior to their sending) in order to BPN to review and as the case may be approve the same. Upon receiving written approval from BPN, the Affiliate will be entitled to send such email to third parties.
      It is solely the Affiliate’s obligation to ensure that the email complies with the Act. You agree not to rely upon Billy's approval of your email for compliance with the applicable anti-spam regulations.
    4. It is expressly prohibited to use any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Fees or exceed Affiliate’s permitted access to the BPN Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. BPN shall make all determinations about fraudulent activity in its sole discretion.
  6. REPORTING

    1. BPN will provide the Affiliate the relevant data on the evolution and results of a campaign on a monthly basis during the first fifteen (15) days of every month (such data being obtained from Clients servers and statistics). All data generated or supplied in connection with these Terms and Conditions or the corresponding IO are confidential and should not be provided to third parties unless authorised by BPN. As an exception to the above, the Affiliate may provide the mentioned confidential information to its End-affiliates and/or Publishers exclusively in the framework of what is regulated in this agreement.
    2. The Parties may establish any other mechanisms which they consider necessary for the coordination and monitoring of campaigns.
  7. PRICE OF THE SERVICES

    1. As consideration for the services for a specific campaign, BPN shall pay the Affiliate the corresponding fees for each Qualified Action, in accordance with the applicable pricing structure as indicated in the IO (plus applicable VAT) (the Fee).

      A Qualified Action, as defined in the relevant IO or in the communications between the Parties, shall mean the following actions carried out by an individual person: CPI (Cost per Installation), CPA (Cost per Action, also called Cost per Acquisition) CPL (Cost per Lead), CPS (Cost per Sale), CPE (Cost per Engagement), CPC (Cost per Click), CPM (Cost per [thousand] Impressions); provided that (i) the action is not made through pre-populated fields; (ii) all the information required for such action has been completed within the time period determined by BPN or the Client; and (iii) such action is not determined by BPN (or the Client to be fraudulent, incomplete, unqualified or a duplicate). In no event shall such actions be generated by computer systems, such as a robots, spiders, computer scripts or other automated, artificial or fraudulent methods to appear like an individual.

      The Fee shall be calculated on the basis of the data provided by BPN as per section 6 above regarding the evolution and results of the campaign (no other measurements or statistics of any kind shall be accepted by BPN or have any effect for the Fee calculation). If BPN does not provide the data required to calculate the Fee within fifteen (15) days as of the date on which it was requested, the Affiliate will be entitle to provisionally use any other data which it may have in connection with the campaign (own or third-party data) to make the calculation of the estimated Fee (this shall be the sole scenario in which invoices may be issued based on statistics not provided by BPN, and such estimated Fee will be adjusted as per the data finally provided by BPN, when available).

      BPN shall have the right to charge back to the Affiliate’s account any previously paid Qualified Actions that are subsequently determined to have not met the requirements to be a Qualified Action.

      In the event the Affiliate disputes in good faith the Fee calculated as per the data provided by BPN, the Affiliate shall inform BPN of the amounts in dispute in writing and in sufficient detail (providing all the documents and information evidencing the amounts in dispute), within ten (10) days as of the date on which the Fee calculations were made. If the Affiliate does not dispute the calculated Fee as set forth herein, then Affiliate agrees that it irrevocably waives any claims based on such Fee. If a Fee is disputed by the Affiliate, the Parties will try to reach an agreement on the final Fee due within fifteen (15) days. If Parties are unable to reach an agreement within such period, Fee shall be invoiced taking into account BPN’s calculation, and the Affiliate will be entitled to claim the disputes amounts following section 20 below.
    2. The services shall be invoiced by the Affiliate in line with the payment schedule established in the IO (or, in case not expressly determined on the IO, on a monthly basis), and VAT and any other chargeable amounts shall be shown separately on the invoice. To the extent possible, invoices will include the services provided during a given period taking into account all the campaigns in which the Affiliate has participated within the BPN Affiliate Program during the same.

      Notwithstanding the foregoing services shall not be invoiced until the due Fee to the Affiliate amounts at least €100. Accounts with a balance of less than €100 will roll over to the next month/invoicing period, and will continue to roll over until the amount of €100 is reached.
    3. Fees will be paid to the bank account designated by the Affiliate on the 30th day of the month following the one in which the invoice was issued (unless any other period is stated in the corresponding IO). If payment is not made within the stipulated time limits (and provided that such payment is due as per these Terms and Conditions), the Affiliate will promptly notify BPN in order the later could take the necessary actions to proceed with the payment of the relevant Fee.
    4. In the event BPN has not received the corresponding funds from its Clients, BPN may delay it payment without any penalty during one (1) additional month (i.e., until the 30th of the next month). BPN will inform the Affiliate of such non-payment situation at least forty-four (48) hours in advance.
  8. MALFUNCTIONS

    1. In no event shall BPN be responsible for any interruptions or errors which may have occurred in the network, servers or platforms. If one of the Parties detects interruptions, errors or malfunctions, it shall notify the other Party of the interruption, error or malfunction so that they may jointly decide the actions to take in relation thereto (including, if the case, suspending the campaign).
  9. DURATION AND CANCELLATION

    1. The commercial relationship between the Parties shall be indefinite and shall come into force on the date on which BPN approves the enrolment of the Affiliate in the BPN Affiliates Program or on the date the first IO is signed, whichever comes first. Either Party may terminate the commercial relationship between them for any reason by giving the other Party one (1) working day prior notice in writing of its wish to terminate the relationship.
    2. BPN may cancel or suspend a campaign by giving at least one (1) working day prior written notice to the Affiliate. In addition, BPN may order the cancelation of a specific campaign at any time if the campaign is not generating the expected trade or yield levels, and on such event the Affiliate will have 24 hours to cancel such campaign.

      Actions performed by individuals, or the results of a campaign, after the (1) working day period/ 24 hours period established in these sections 9.1 and 9.2 will not be taken into account to calculate the Fee.
    3. BPN may modify the campaigns conditions such as target, payouts or caps with 24 hours prior notice. In case of technical problem or issues arising from 3rd parties that might be affecting campaigns performance, BPN may request its Affiliates to pause with immediate effect.
    4. Either of the Parties, acting in good faith, may withdraw a specific campaign without having to provide prior notice to the other Party for legal reasons or in the event of a third-party claim which may cause damage.
    5. Upon termination the Affiliate will immediately cease all use of, and delete, all Links, plus all BPN’s or Client’s intellectual property, and will cease representing itself as a BPN affiliate or member of BPN Affiliates Program.
    6. Sections 4 (intellectual property), 10 (commitments, disclaimer and limitation of liability), 13 (confidentiality), 14 (data protection) and 20 (governing law and jurisdiction) shall remain in force after the termination of the commercial relationship between the Parties.
  10. COMMITMENTS, DISCLAIMER AND LIMITATION OF LIABILITY

    1. The Affiliate represents and warrants, acknowledges and accepts that (i) BPN AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, BPN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. BPN DOES NOT WARRANT THAT THE BPN AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE BPN AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. BILLY EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. BILLY DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF FEES; (ii) BPN does not represent or warrant that the information on the Links, websites and/or mobile sites provided by BPN or the Client are accurate, complete or current; (iii) any defects in the operation or functionality of the Links websites/mobile sites or software may not be corrected; (iv) the Affiliate is solely responsible for any losses, damages, expenses, liabilities, etc. (including loss of data) arising from the use of the Links, websites/mobile sites, software or any contents; (v) the Affiliate shall comply with the regulations and good practices of the sector to warrant that the Media, communications, applications, instructions, the data contained on the Media, its electronic mail messages or any other media by means of which the campaign is managed do not contain material which may have an adverse effect on BPN, its Clients, licensors, agents, collaborators and associates, contractors, directors, employees, board members, affiliates, other companies of its group, suppliers or users (including, in all events, worms, viruses, Trojan horses, corrupted files, unauthorised programs or any other materials that are intended to or may damage or render inoperable the corresponding software, hardware or security measures); (vi) to the maximum extent permitted by law, the Affiliate waives all warranties, rights or remedies laid down by law or its articles of association.
    2. To the extent permitted by law, BPN shall not be liable vis-à-vis the Affiliate FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN NO EVENT WILL BPN BE LIABLE FOR THE RESULTS OF A SPECIFIC CAMPAIGN, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA, GOODWILL, CLIENTS REPUTATION, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT BPN HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
    3. To the extent permitted by law, (i) the total and maximum accumulated liability of BPN vis-à-vis the Affiliate arising from the commercial relationship regulated in these Terms and Conditions, the IO these Terms and Conditions apply to and the BPN Affiliates Program, shall not exceed ONE THOUSAND EUROS (€1,000); and (ii) if BPN is legally liable vis-à-vis the Affiliate, BPN, at its sole choice, shall either (a) repair the goods or assets, (b) pay the cost of repairing or re-performing the damaged goods or services (up to the total maximum liability established in preceding point (i)). The Affiliate declares, acknowledges and accepts that it is fair and reasonable for BPN to rely on the foregoing limitations taking into account the benefits that including the Affiliate in BPN Affiliate Program entails for the same, and taking into account the price of the services.
  11. INDEMNITY FOR DAMAGES

    1. The Affiliate agrees to defend and hold harmless BPN, its licensors, agents, collaborators and associates, contractors, directors, employees, board members, affiliates, companies of its group, clients and suppliers (the Indemnified Parties) from any actions, proceedings, claims and demands brought against the Indemnified Parties and to pay them all damages, losses, costs, liabilities, fines, penalties and any other expenses (including legal costs) suffered or incurred by the Indemnified Parties, as a consequence (directly or indirectly), or in connection with, (i) a third-party claim arising from the Affiliate’s activities (or its End-Affiliates or Publishers activities) in relation to the BPN Affiliates Program, these Terms and Conditions or the IO these Terms and Conditions apply to, including, by way of illustration and not limited to, claims arising from the management, publication, display or distribution of the Links, Sites or campaigns (by the Affiliate or its End-Affiliates and Publishers) or claims arising from the Media (including claims for defamation, breach of confidentiality agreements, violation of privacy, false, deceptive or misleading publicity or bad sales practices); (ii) wilful, unlawful, negligent or malicious acts (or omissions) by the Affiliate and/or its End-Affiliates or Publishers; and/or (iv) breach by the Affiliate and/or its End-Affiliates or Publishers of third-party intellectual or industrial property rights (including copyright).
    2. In addition to any other rights and remedies available to BPN under these Terms and Conditions or the applicable law, BPN shall have the right to delete any actions submitted through the Affiliate’s Media and withhold and freeze any unpaid Fee or chargeback paid Fees to the Affiliate’s account if (i) BPN determines that the Affiliate (or its End-Affiliates or Publishers) has violated the BPN Affiliates Program, these Terms and Conditions, or any other terms and conditions agreed between the Parties, (ii) BPN receives any complaints about the Affiliate’s participation in the BPN Affiliate Program which BPN reasonably believes relevant or (iii) any Qualified Action is later determined to have not met the requirements set forth in these Terms and Conditions, or any other terms and conditions agreed between the Parties. Such withholding or freezing of Fees, or charge backs for paid Fees, shall be without regard as to whether or not such Fees were earned as a result of such breach. In the event of a material breach of BPN Affiliates Program, these Terms and Conditions, or any other terms and conditions agreed between the Parties, BPN reserves the right to disclose the Affiliate’s identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by such actions.
    3. BPN will only indemnify the Affiliate for damages, losses, costs, liabilities, fines, penalties or any other expenses (including legal costs) suffered or incurred by the Affiliate , as a consequence (directly or indirectly), or in connection with, wilful, unlawful or malicious acts (or omissions) by BPN, and subject to the limitations established in section 10.3 above.
  12. NON-EXCLUSIVITY

    1. The Parties relationship derived from the inclusion of the Affiliate in the BPN Affiliates Program is established on non-exclusive basis.
  13. CONFIDENTIALITY

    1. The Parties agree that they shall not disclose to third parties any information or material in connection with the Terms and Conditions or the IO to which they are applicable. In addition, they agree not to disclose to third parties and to keep strictly confidential any information or material provided by the other Party, its employees or collaborators during the course of the commercial relationship between the Parties. In particular, the Parties shall adopt the necessary safety measures and procedures to protect the confidential nature of said information, in accordance with laws regulating intellectual property and protection of personal data.

      Information which, in executing an IO, forms part of the contents of the publicity campaign and shall be made available to users, will not be considered confidential information.
    2. These obligations shall remain in force indefinitely even after the commercial relationship between the Parties has terminated.
    3. Notwithstanding, the Affiliate expressly authorises BPN to include references and credentials regarding their commercial relationship in BPN’s services proposals for Clients, publications, promotional activities or forums, at both a national and international level.
  14. DATA PROTECTION

    1. The Affiliate knows and accepts that all personal data contained in the relevant IO shall be incorporated on a file owned by Billy Group, which has been created with the aim to carry out the contractual relationship between the Parties, as well as to provide commercial information to the Affiliate by any means available, including by web-based technology, in order to complement the commercialised services.

      The Affiliate agrees to receive Billy Group daily newsletter, press releases and updates via email.
    2. BPN informs the Affiliate of its rights of access, rectification, cancellation and opposition. To exercise any of these rights, the Affiliate may write to BPN, in its capacity as person or legal entity responsible for the file, at the address stated in the corresponding IO.
    3. In the event that BPN should have access to personal data to provide the services, it shall do so in its capacity as the “person processing of the personal data” in accordance with the provisions of Section 12 of the Framework Personal Data Protection Act 15/1999, of 13 December 1999, and Sections 20 et seq. of Royal Decree 1720/2007, of 21 December 2007, which passed the regulations implemented under the aforementioned Framework Personal Data Protection Act 15/1999 and other applicable laws.
    4. BPN shall only process the personal data which it has access to in accordance with the instructions given by the Affiliate, and shall not apply or use such data for any purpose other than that established in these Terms and Conditions, and shall not notify other persons of such data, not even for their safekeeping.
    5. The Affiliate shall be the only Party which shall decide on the purpose and use of the data which BPN has access to.
  15. COMMERCIAL NATURE OF THE RELATIONSHIP

    1. The relationship which is established between the Parties in accordance with these Terms and Conditions and the IO to which these Terms and Conditions apply to, is a commercial relationship to all effects. BPN and the Affiliate are independent parties and they shall act in this capacity at all times, and they may not be considered, based on the inclusion of the Affiliate in the BPN Affiliates Program, the Terms and Conditions or the IO to which they apply to, agents or representatives of each other or understand that there is any other type of relationship between them.
    2. The Parties shall each be separately liable for any corporate, tax, employment or other type of obligations arising from their commercial and economic activities.
  16. ASSIGNMENT OF OBLIGATIONS

    1. BPN may assign or subcontract all or part of its obligations arising from the Terms and Conditions or the IO these Terms and Conditions apply to without need of the Affiliate’s consent.
  17. ENTIRE AGREEMENT

    1. The Terms and Conditions and IO, that may be complemented by e-mail notifications and commitments sent between the Parties, to which these Terms and Conditions apply to constitute the Parties’ entire agreement with respect to the subject matter hereof, and replace, annul and supersede any other agreements or documents of the Parties (including the Affiliate’s general terms and conditions) in relation thereto.
    2. In the event of any difference between the stipulations of the Terms and Conditions and those of the IO, the stipulations of the latter shall prevail.
  18. NOTICES

    1. Any notices or requests related to the BPN Affiliates Program, these Terms and Conditions or the IO to which they are applicable to shall be made to the contact persons and addresses indicated in the corresponding IO. Notices may be made by any lawful means which allows for the receipt and contents thereof to be recorded (including by email and fax).
  19. FORCE MAJEURE

    1. Neither Party shall have any liability for any failures or delays in performance of these Terms and Conditions or the IO to which they apply to, arising from force majeure events beyond their control. Force majeure events include, but are not limited to, natural disasters, governmental actions, regulatory actions or restrictions, sanctions, wars, terrorist acts, etc. Notwithstanding, a force majeure event shall not prevent the Parties from exercising their right to terminate these Terms and Conditions in accordance with the stipulations foreseen on the same.
  20. GOVERNING LAW AND JURISDICTION

    1. These Terms and Conditions and the Insertion Orders (IO) these Terms and Conditions apply to shall be governed by and interpreted in accordance with common Spanish law.
    2. The Parties expressly submit any disputes arising in connection with the validity, interpretation or performance of the Terms and Conditions or the Insertion Orders (IO) to which they are applicable themselves, to the jurisdiction of the courts of the city of Barcelona, waiving any other jurisdiction which may correspond to them.