Terms and Conditions for the Use of the onnetwork.tv Platform
These ‘Terms and Conditions for the Use of the onnetwork.tv Platform’ (hereinafter called these ‘Terms and Conditions’) set out the terms and conditions for the use of an IT tool available through the www.onnetwork.tv website, that enables publishing video materials and video advertising spots (pre-roll), downloading and embedding video materials, and using a video library, rights to which are held by Onnetwork Sp. z o.o. (hereinafter called ‘Onnetwork’) of ul. Erazma Ciołka 13/210, Warsaw.
Article 1. As used in these Terms and Conditions, the following terms shall have the following definitions:
- Platform – IT system with a video player and an embedding mechanism for embedding Materials in websites that enables publishing Materials and Advertisements and aggregating statistics and a library of Materials enabling their distribution.
- Publisher – entity entitled to use websites registered to work with the Platform.
- Creator – entity holding all rights to use Materials, including to share them with Publishers through the Platform.
- Marketer – entity ordering a video advertising campaign.
- Partner – as meant in these Terms and Conditions, a Publisher, a Creator, or a Marketer.
- Partner User – person authorized by the Partner to use the functionality of the Platform on the Partner’s account.
- Materials – video materials prepared or held by a Publisher or Creator, placed on the Platform, to which the Publisher, the Creator, and Onnetwork have all rights required by law.
- Own Materials – Materials provided to the Platform not meant to be published on the websites of other Publishers.
- Shared Materials – Materials meant by the Publisher or the Creator to be published on the websites of other Publishers.
- Marketing Materials – video materials promoting product advantages or brands.
- Publisher Impression Space – part of the Publisher’s website space where Materials together with Advertisements can be published.
- Advertisement – video advertising spot (pre-roll).
- CPM – pricing model (Cost Per Mille) for settlements in website advertising where payments are charged for the number of views (exposures) of a particular Advertisement. The settlement unit is 1000 exposures.
- CTR – the click-through rate, a term used in online advertising, standing for the percentage ratio of the number of clicks to the number of advertising exposures.
- VTR – the view-through rate, a term used in online advertising, standing for the percentage ratio of the number of full views of an Advertisement to the number of starts of the Advertisement.
- Viewability – the viewability ratio. The ratio applies to desktop and mobile devices.
- Licence – the right to make Materials available within the Platform, obtained by Onnetwork from the Creator, including the right to grant sublicences.
- Sublicence – the right granted to a Publisher by Onnetwork to use Shared Materials made available on the Platform by the Creators, without the right for the Publisher to grant further sublicences.
Article 2. General Provisions
- The use of the Platform shall be possible on the terms and conditions set out herein.
- To obtain access to the Platform, it shall be necessary to fill a registration form available on the onnetwork.tv website.
- The Platform shall make available Advertisement and Material exposure statistics, as necessary for settlements and advertising campaign optimization.
- From the point of view of these Terms and Conditions, an entity may act as a Publisher, a Creator, and a Marketer jointly or as any of the above separately.
- The Publisher represents that it has all rights to websites registered to work with the Platform, i.e. that it is their owner or has all rights thereto as required for work with the Platform, including for the display of advertising on those websites and for collecting financial benefits on that account.
- The Publisher consents to the publication of online advertising displayed with Materials.
- The Partner authorizes Onnetwork and its business partners to use the Partner’s logo to acquire Advertisements for the Partner, and in particular to use it in hard-copy and electronic trade presentations (a Licence covering economic copyright on, and related rights to, the logo). The Partner shall not be entitled to any fees in respect of the use of the logo by Onnetwork or its business partners for the purpose described above. The above authorization shall cover the following areas of use:
- fixation using any technique (in any system or format and on any medium), including in print, on photographic film, on magnetic tape, or digitally;
- reproduction using any technique (in any system or format and on any medium), including in print, on photographic film, on magnetic tape, or digitally;
- introduction into computer memory, computer or multimedia networks, or databases;
- publicly making available in such a way that everybody can have access to the logo at a place and time of their choice (including making available on the Internet, e.g. within any websites and any portals paid or unpaid);
- public reproduction, including using any analogue and/or digital equipment, in particular equipment that has video file and/or video stream storage or playback functions, e.g. computers, radio or television sets, projectors, land-line or mobile telephones, players, Iphones, Ipads, etc.;
- displaying or performing;
- analogue or digital video and/or audio broadcasting (coded or uncoded, paid or unpaid, in any system, format, or technology).
Article 3. Principles of Publisher and Creator Registration
- The Partner shall file a completed registration form on the onnetwork.tv website.
- A link activating the account shall be sent to the email address provided in the registration process.
- If the above link is not available, the Partner shall contact Onnetwork at firstname.lastname@example.org.
- After activating the account, the user can log in and start using all the functionalities of the Platform.
- The Partner shall add websites, Material libraries (storage sites), and Materials to the account.
- Within seven days after registration, Onnetwork shall approve or reject the Partner’s websites added to the Platform. Onnetwork shall give the relevant information to the Partner at the email provided in the registration process.
Article 4. The Publisher’s Duties
- The Publisher shall have the duty to:
- Make the Publisher Impression Space available to Onnetwork for its use for publishing advertising acquired by Onnetwork;
- Upload Materials to the Platform and subsequently embed the Materials using the Platform on its own websites;
- Protect Platform access logins and passwords from loss, theft, or unauthorized access;
- Keep Onnetwork promptly informed of any problems that may affect the display of Materials and the publication of advertising;
- Not embed Materials along with advertising next to illegal, offensive, drastic, or pornographic contents or contents incompatible with the rules of community life or good customs or in a context contrary to the promotional objectives of the advertiser;
- Not place on the Platform Materials whose publication is forbidden by law, i.e. in particular ones of offensive or pornographic nature, ones that promote fascist contents, ones that exhort to hatred based on national, ethnic, racial, or religious differences, ones that infringe on third-party rights, or ones that are incompatible with the rules of community life or good customs.
Article 5. The Publisher’s Rights
- The Publisher shall have the right to:
- Use the Platform to publish Advertisements acquired by the Publisher on its own websites or other Publishers’ websites;
- Add Own Materials to the Platform;
- Decide whether Materials uploaded on the Platform will be shared with other Publishers;
- Exclude Materials from the publication of Advertisements, in which case the Publisher shall pay the relevant costs described in the Settlements section on the Platform;
- Place Marketing Materials on the Platform together with the relevant rates and publication sizes for the purpose of their publication by other Publishers;
- Publish Marketing Materials on its own websites on terms specified by the Publishers or Marketers who placed the Materials on the Platform.
Article 6. The Creator’s Duties, Rights, and Representations
- The Creator shall have the right to upload Materials to the Platform for the purpose of making them available to Publishers.
- The Creator shall have the duty to describe and categorize the Material in the process of uploading the same to the Platform so that it is easy to search for Publishers.
- The Creator shall decide whether to make Materials paid or free.
- The Creator shall decide at what rate a Material will be made available to Publishers.
- The Creator shall have access to statistics allowing it to analyse its revenues and optimize its rates to maximize the use of Materials by Publishers.
- Upon uploading a Material to the Platform, the Creator shall give Onnetwork a non-exclusive licence unlimited temporally or territorially to use the Material as regards publishing it in whole or in parts, including as a freeze frame, in the following areas of use:
- with regard to recording and reproducing Materials – producing copies of an audiovisual work using a digital technology and uploading an audiovisual work to the non-volatile memory of the network server/computer;
- with regard to distributing Materials – uploading an audiovisual work online and making it publicly available so that anybody can access it at a place and time of their choice using any equipment for access over the Internet, specifically including computers, mobile telephones, tablets, and other mobile devices.
- As part of the cooperation with the Platform, the Creator authorizes Onnetwork to give Publishers sublicences to Materials, provided that such entities shall not grant further sublicences.
- The Creator represents that the contents of Materials will not (i) be incompatible with applicable legislation; (ii) promote a fascist or totalitarian system; (iii) incite hatred based on national, ethnic, race, or religious differences; (iv) undermine commonly held moral principles; (v) infringe on any third-party rights or are incompatible with the rules of community life, and it is entitled to any and all rights to Materials, specifically including economic copyright with the right to grant licences.
- The Creator represents that Materials are not subject to third-party rights.
- The Creator represents that the use of Materials does not and will not infringe on the personal rights of creators as authors or any other third-party rights and does not and will not infringe on any other licences concerning Materials.
- The Creator represents that it has the consents of people whose images are shown in Materials to the use of their images where such a requirement stems from the law.
- The Creator represents that if it transfers rights granted to Onnetwork by licence (especially including economic copyright on Video Materials) to any other entity (a subsidiary or a third party) (whether in whole or in part), it shall ensure that the licence will remain in effect, and the new holder of licensed rights will not take any action preventing or hindering Onnetwork or any other entitled party from going on to use Materials within the full scope.
Article 7. Onnetwork’s Duties
- As regards the use of Materials, Onnetwork shall:
- not use Materials in any context incompatible with their contents and designated use, in particular by placing them next to offensive, drastic, or pornographic contents or contents incompatible with the rules of community life;
- not remove or modify the logos/watermarks of the Licensor or any third party contained in Materials.
- Onnetwork shall exercise care to ensure that the contents of no advertising published are incompatible with the law, the rules of community life, or third-party rights.
- Onnetwork shall provide statistics on the Platform enabling advertising campaign optimization and settlements.
- The expiry of any licence shall not cause the duty for Onnetwork to remove Materials from the archived catalogues of websites covered by a licence or by a sublicence granted by Onnetwork.
Article 8. Technical Limitations
- The Partner shall inform Onnetwork of any inability to use the Platform by notifying the same on email@example.com.
- Onnetwork shall make every effort to ensure that the use of the Platform is uninterrupted. Onnetwork does not, however, provide any warranty of uninterrupted and unimpeded access to the Platform.
- Onnetwork reserves the right to temporarily limit access to the Platform for the purpose of its maintenance or development but shall have a duty to give notice thereof to the Partner.
- Onnetwork reserves the right to make short technical breaks (caused by, e.g., equipment replacement or inspection) in the operation of the Platform, of which Onnetwork shall not have a duty to notify the Partner.
- Onnetwork shall not be liable for any problem in access to the Platform due to technical issues relating to the Partner’s computer equipment (e.g. firewalls, multimedia file players, antivirus software).
- The size of any video file (Material) uploaded to the Platform shall not be greater than 4 GB.
Article 9. Fees and Settlements
- In principle, the use of the functionalities of the Platform shall be free of charge. Onnetwork and the Partner shall receive fees on terms described below.
- The Partner may receive fees from Onnetwork in consideration of the publications of Advertisements along with Materials, the publications of Advertisements along with Shared Materials made available to other Publishers, and the publications of Marketing Materials.
- Onnetwork may receive fees from the Partner in consideration of the publications of advertisements acquired by the Publisher and published on its own website, the publication of Advertisements along with Shared Materials, the publications of Marketing Materials, and the exclusion of Materials by the Publisher from the publication of Advertisements.
- Fees shall be based on the CPM rate for the number of exposures of Advertisements along with Materials.
- The CPM rate is specified in the Advertising Rates subsection of the Settlements section.
- The CPM rate shall depend on three factors: CTR, VTR, and Viewability, which have ascribed weights.
- The total fee ex.VAT shall be calculated as the CPM number times the CPM rate. Added to the fee amount shall be the output VAT applicable under the relevant laws in effect on the date of the invoice.
- Onnetwork shall email the Partner final information on the settlement for Advertisements by the fifteenth day of the month immediately following the settlement month (the month when the Advertisement was published). The data presented on the Platform are estimates. Settlement with the Partner shall be based on Marketers’ statistics.
- The Partner and Onnetwork shall issue VAT invoices based on the said data.
- Invoices shall be payable within 21 days after the date of delivery of the invoice, to the bank account indicated on the invoice.
- Onnetwork and the Partner agree to receive electronic invoices in PDF files, which the Partner shall send to firstname.lastname@example.org and which Onnetwork shall send to the email address provided during registration or another email address if the Parties so decide in separate correspondence.
- Invoices for the Partner shall be raised based on data provided in the registration process and those for Onnetwork shall be raised to:
Onnetwork Global Sp. z o.o.
Ul. Ciołka 13 lok. 210, 01-445 Warszawa
NIP (tax identification number): 5272820085
Article 10. Final Provisions
- The Partner represents that its particulars and representations provided in the registration process are compatible with actual facts, as a result of which the Partner shall be fully liable on that account.
- These Terms and Conditions may be amended by Onnetwork at any time. Partners and Partner Users shall be notified of any such amendments to these Terms and Conditions in the process of logging on to the Platform. Amendments to these Terms and Conditions shall be effective upon their publication on the onnetwork.tv website. In the event of the non-approval of amendments to these Terms and Conditions, the Partner or the Partner User shall be no longer able to use the Platform.
- Any and all disputes arising from obligations connected to these Terms and Conditions shall be resolved under the laws of Poland by courts of law with jurisdiction over the registered office of Onnetwork. The Partner and Onnetwork agree that, if any dispute should arise between them, they shall primarily endeavour to settle such a dispute amicably.
- These Terms and Conditions shall enter into force on 1 September 2017. Any and all agreements made by and between Onnetwork and the Partner before the date of entry of these Terms and Conditions into effect shall be valid and their provisions shall be in force.
Personal Data Controller
User data will be collected and processed by Onnetwork Sp. z o.o.(hereinafter called ‘Onnetwork’) of Warsaw (postcode: 01-402), entered in the National Court Register (KRS) kept by the District Court for the Capital City of Warsaw, 12th Commercial Division for the National Court Registry, under number KRS 0000514215; NIP (tax number): 527271595; with a share capital of PLN 100,000.
Onnetwork does not collect or process sensitive data.
User data will be collected and processed in the course of the use of our services. These are the data made available when logging in to the Website or automatically collected in view of the connection of the user’s terminal device to the onnetwork.tv Platform system. The provision of those data is voluntary but necessary for the use of the services of our Website.
Why We Want to Process Your Data
The user’s personal data provided in the process of logging in to the onnetwork.tv Platform are processed solely for the purpose of the user gaining access to the Platform and for communication with you for purposes related to the functioning of the Platform.
Cookies make it possible to adjust our service to user needs, to develop metric studies and viewing statistics, and to ensure the reliability of the operation of the Website. Cookies are not used to collect personal data or to interfere with the functioning of software, do not change the configuration of the user’s computer, nor allow the determination of the user’s identity. The user can switch off cookies by changing browser settings. Changes to cookie settings may hinder or prevent the use of the Website.
Personal Data Sharing
Personal data provided in the process of logging in to the Platform are not made available by the Controller to third parties for the purpose of their use in marketing communications.
Cookies processed by Onnetwork can also be used by trusted third parties (partners), in particular including advertisers, advertising agencies, or businesses providing analytical services that work with the onnetwork.tv Platform.
We provide assurance that, as of 25 May 2018, the data will be made available and processed in accordance with Regulation (EU) 2016/679 of the European Parliament and of 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.
The Collector has the right to make personal data available to parties authorized to receive them under relevant legislation, such as courts or law enforcement authorities.
User Rights with Regard to Personal Data
Onnetwork provides assurance that, as of 25 May 2018, users providing their data in their relationship with the onnetwork.tv Platform will have all rights arising from Regulation (EU) 2016/679 of the European Parliament and of 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 other legislation concerning personal data, in particular including the right to demand access, supplementation, updating, rectification, portability, withholding or restriction of their processing, erasure, and the right to object to the user’s data being processed.
The user in particular has the right to demand that the processing of the user’s personal data cease and the right to object to their being processed where Onnetwork intends to process them for marketing purposes or transfer them to another controller.
Your data may be transferred outside the European Economic Area, to Google LLC, on the basis of appropriate legal protections in the form of personal data protection contractual clauses approved by the European Commission.
Contact with a person supervising personal data processing in Onnetwork is possible electronically at the following address: email@example.com
Personal Data Security
The Controller provides assurance that it applies technical and organizational measures to ensure the best possible protection of the personal data being collected and processed against unauthorized access or inappropriate use by unauthorized persons, alteration, loss, or destruction.
Only authorized employees of the Controller or its Trusted Partners have direct access to personal data collected.
Activities in this respect will be regularly checked and adjusted to currently applicable legislation.