TERMS AND CONDITIONS OF QUESTPASS COOPERATION WITH PUBLISHERS
§ 1 [Definitions]
1. Questpass – a company under the name Questpass sp. z o.o. with its registered office in Poznań, ul. Woźna 9C /2, 61-777 Poznań, Poland, entered in the register of entrepreneurs under number KRS 0000852508, whose registration files are kept by the District Court Poznań – Nowe Miasto i Wilda in Poznań, VIII Commercial Department of the National Court Register, using its tax identification number (NIP): 7831821967 and REGON statistical number: 386640766. Service Provider’s email address: firstname.lastname@example.org, Service Provider’s phone number: (+48) 607 555 825.
2. Questpass Website – available to Internet users at questpass.pl website which is an ICT platform used, among others, to conduct settlements between Questpass and Publishers.
3. Quest – the advertising or informational material made available by Questpass, from Questpass, a Publisher or an Advertiser, which may include in its content a link to a landing page designated by an Advertiser or Publisher and take the form of:
a) a task that must be solved in order to gain access to the Publisher’s content, such as one question and three suggested answers – Main Advertisement;
b) a presentation that may be a repetition of the Main Advertisement or another advertisement for the same product, offer, brand or service, but each time without a question and answer proposal – Reminder Advertisement;
c) opinion or knowledge questions that must be answered to access the Publisher’s content, and in the case of a question, gaining access is not dependent on selecting a particular answer – Research Quest.
4. Advertiser – an entity for which Questpass provides the service of displaying Quests on Publishers’ websites.
5. Publisher – a natural person conducting business activity, a legal person, or an organisational unit without legal personality, to which the law grants the capacity to perform legal actions, who on the terms specified herein, provides Questpass with advertising space on the pages of its website or uses Research Services or Development Services provided by Questpass.
6. SaaS Publisher – a natural person conducting business activity, a legal person or an organisational unit with no legal personality but are granted legal capacity under the law, who on the terms specified herein uses the SaaS Service or Research and Development Services provided by Questpass.
7. Client – Publisher and SaaS Publisher.
8. Campaign – the Questpass action of displaying Quests on Publishers’ websites at the request of the Advertiser, according to parameters specified by the Advertiser.
9. SaaS ServiceSaaS – provided by Questpass, under the terms of the Terms and Conditions, a paid service, available only to entities separately approved by Questpass, which consists of providing the SaaS Publisher with the ability to independently administer and create Quest publication services. The service does not include the preparation of Quest content.
10. Research Service – provided by Questpass, under the terms of the Terms and Conditions, implemented in the form of a Campaign or SaaS Service, the ability to research readers’ opinions, preferences and knowledge.
11. Development Service – a service provided by Questpass, under the terms of the Terms and Conditions, consisting of the design, graphic preparation and creation of Quests.
12. Publisher’s Website – the Client’s website to which the Client has rights, including in particular that which the Client is entitled to use advertising space.
13. Publisher’s Panel – a separate place on the Questpass Website, access to which is protected by a login and password assigned to the Client, used in particular to monitor and conduct settlements between the Client and Questpass for fees paid by Questpass to Publishers and fees of Saas Publishers paid to Questpass, as well as fees for Research and Development Services. In the case of SaaS Publishers, the Publisher’s Panel is also used to manage the SaaS Service.
14. Data processing – any operation performed on personal data, such as collection, recording, storage, processing, alteration, disclosure and erasure, and especially those performed in computer systems.
15. System – the data communications system that enables Questpass to display Quests on Publisher’s Websites and to provide the SaaS Service and monitor the actions of users of a Publisher’s Website related to the Quest displayed.
16. Terms and Conditions – this document constituting a template of agreement within the meaning of Article 384 of the Civil Code.
17. Agreement – the agreement entered into by Questpass with the Client, under the terms of the Terms and Conditions.
§ 2. [Technical requirements necessary to use Questpass Website, Questpass services]
1. Client must meet the following technical requirements to use the Questpass Website:
a) Internet connection,
b) having equipment allowing to use the resources of the Internet,
d) to register on the Questpass Website, it is necessary to have an active electronic mail (email) account,
e) provide sufficient guarantees to implement appropriate technical and organisational measures so that the processing of personal data received meets the requirements of the law and protects the rights of data subjects.
2. Publisher agrees to integrate Publisher’s Website with the System, acting in accordance with Questpass’s guidelines, to adjust the settings of Publisher’s Website and to install free software to display Quests on Publisher’s Website within the advertising space made available to Questpass and to provide SaaS Service. Publisher shall maintain the software installed until the end of the term of the Agreement. If Publisher fails to comply with the obligations set forth above, Quests will not be displayed on Publisher’s Website and the SaaS Service will not be provided. Publisher agrees not to interfere in any way with the software that enables Quests to be displayed on Publisher’s Website or the provision of the SaaS Service.
3. Questpass explicitly states that it is categorically prohibited to place on the Questpass Website any content of an unlawful nature, in particular content that incites racial, ethnic, or religious hatred, contains pornographic content, praises fascism, Nazism, communism, promotes violence, or violates the rights of others.
4. It is specifically prohibited to post material on the Questpass Website that in any way infringes copyright or trademark laws.
5. Questpass declares that the use of services provided electronically may involve typical, commonly known risks associated with the use of computer equipment and the Internet. Accordingly, Questpass recommends that you use protective measures, such as anti-virus software or a firewall, to enhance your security and minimise the possibility of such risks.
6. Questpass as part of the Website allows Clients to use the Publisher’s Panel access service free of charge.
7. To help correct any errors that may occur during or after the integration of the Publisher’s Website with the System, Questpass may perform problem analysis and verification or development work on the Publisher’s Website at the request of the Client. The purpose of the work will be to ensure that the software functions correctly. To enable the work described above, Publisher may voluntarily provide Questpass with access credentials to the Publisher’s Website code or, if Questpass provides such an option, enable access to the Publisher’s Website software via remote access to Publisher’s device (e.g., using TeamViewer software). Immediately upon completion of a Questpass, Publisher shall change the password for the Publisher’s Website.
§ 3 [Registration on Questpass Website, conclusion of the Agreement]
1. In order to enter into an Agreement with Questpass, Client is required to register on the Questpass Website.
2. Client to complete the registration on the Questpass Website collectively:
a) completes the registration form, stating:
- email address, which is also the login to the Publisher’s Panel,
- password to access the Publisher’s Panel,
- name of the person acting on behalf of the Publisher,
- tax ID,
- the company or name that the Publisher uses in accordance with the entry in the relevant register,
- telephone number,
b) reads and accepts these Terms and Conditions;
c) activates the confirmation link in the email sent to the address provided in the form.
3. The Client may at any time change the password referred to in paragraph 2(1)(c) above.
4. The Client agrees not to make the password available to any person unauthorised to act on his behalf on the Questpass Website, and with the utmost care to protect the password from disclosure to unauthorised persons.
5. The Client is entitled to set up sub-accounts in the Publisher’s Panel and grant access to their employees, associates and business partners. Access by these entities is at the sole responsibility of the Client.
6. All actions made on the Site within the Publisher’s Panel after logging in using the login and password, including in particular withdrawal orders and payments made, are binding on the Client and Questpass, unless the unauthorised use of the password was the fault of Questpass.
7. The Agreement with respect to the Publisher’s Website is contingent upon Questpass’ positive review of its content, with Questpass having discretion to evaluate the Publisher’s Website. Questpass may revoke its positive review decision at any time if it learns that content posted on the Publisher’s Website violates the law, morality, or Questpass’s policies relating to the content of the Publisher’s Website.
8. Upon registration on the Questpass Website and successful verification of the content of the Publisher’s Website, an Agreement is concluded between Questpass and the Client. Separate approval of Questpass is required if Client wishes to use the SaaS Service.
9. Client may, after entering into the Agreement, add the Publisher’s Websites in the Publisher’s Panel, in which case the added Publisher’s Websites will be covered by the Agreement upon positive verification by Questpass. Questpass may, at any time, in the event that Questpass becomes aware that content posted on a Publisher’s Website is in violation of the law, morality, or Questpass’s policies relating to the content of a Publisher’s Website, revoke the positive review, in which case the Agreement will cease to cover that Publisher’s Website.
10. Questpass shall be entitled to terminate the Agreement without notice or, at Questpass’s option, immediately refrain from displaying Quests on the Publisher’s Website if Client presents content on the Publisher’s Website that is contrary to law, morality, or Questpass’s adopted guidelines relating to the content of the Publisher’s Website covered by the Questpass Rules for Publishersdocument.
11. The Client is obliged to ensure indefinitely the confidentiality of personal data processed in connection with the use of the website, and in particular not to transmit, disclose or make available such data to unauthorised persons.
12. Client agrees to keep confidential all information, data, materials, documents and personal information received from Questpass and its associates.
§ 4 [Contracted Services, Campaign – displaying Quests on the Publisher’s Website, SaaS Service, Research Service, Development Service]
1. In the event of implementing a Campaign, the Publisher shall make available to Questpass, for the duration of the Agreement and against payment, pursuant to the terms and conditions specified in § 6 of these Terms and Conditions, a part of the advertising space of the Publisher’s Website under the terms, objectives and scope specified in the following provisions of this paragraph. However, Questpass may give advertising space (as referred to in the preceding sentence) to a third party for use to the extent that Questpass is entitled to use such space.
2. In the case of the SaaS Service – Questpass transfers to the SaaS Publisher access to a tool that enables the self-creation and display of Quests on the Publisher’s Websites for the duration of the Agreement, for a fee under the terms of § 8 of the Terms and Conditions on the terms, for the purpose and to the extent set forth in the subsequent provisions of this paragraph.
3. In case of Research Service – there is an option to deliver the service according to the Campaign or SaaS Service rules.
4. In the case of the Development Service – Questpass performs the service for a fee under the terms of the Terms and Conditions and a separate order.
5. Questpass represents and the Publisher and SaaS Publisher acknowledge and agree that:
a) Quests will be displayed within the available space on the Publisher’s Website and the frequency of their display and whether or not they appear on the Publisher’s Website depends on Questpass’ arrangements with Advertisers and, in the case of SaaS Services, on SaaS Publisher’s arrangements with Advertisers, with Publisher and SaaS Publisher having the ability to decide where and on what content the Questpass script is embedded,
b) the Publisher has no direct influence on the content of the Quests and their display is subject to optimisation based on Questpass algorithms,
c) Quest material is displayed as follows: a graphic or video element with or without associated content or a question directed to users of the Publisher’s Website,
d) the display of the Quest on the Publisher’s Website will cause users of the Publisher’s Website to block access to the content below the Quest on the sub-page of the Publisher’s Website on which the Quest is displayed,
e) the user can access the content on the Publisher’s Website sub-page where the Quest is displayed if it answers the question included in the Quest (a single-choice quiz). In the case of advertising Quests, after an incorrect answer, another attempt is possible after a few seconds or, in the case of certain Quests, regardless of the correctness of the answer,
f) upon providing the correct answer, or regardless of the correctness of the answer in the case of certain Quests, you will be granted access to all of the content on the applicable sub-page of the Publisher’s Website, with Reminder Advertisement also displayed on the Publisher’s Website sub-page (below the content),
6. PAdvertising space on the Publisher’s Website is made available to Questpass on each page of the Publisher’s Website within the pages on which the Publisher has installed the Service Provider’s script in accordance with the Questpass Rules for Publishers, and it is solely up to Questpass and its arrangements with Advertisers whether and which Quest, will be displayed. SaaS Publishers alone or jointly with the Advertiser decides whether to display the Quest.
7. Quests will be displayed on pages of the Publisher’s Website that meet the parameters specified by Questpass, including sufficient text characters on the sub-page of the Publisher’s Website on which the Quest is to be displayed.
§ 5 [Contracted benefits for Publishers, subscription service for users of the Publisher’s Website]
1. Ads displayed on the Publisher’s Website by Questpass, may include, with the Publisher’s permission, a link that allows users to subscribe to a service to access the content of the Publisher’s Website without displaying Quests, the link may also redirect to the purchase of a subscription already in use by the Publisher, provided that this service is linked to the Questpass subscription system.
2. If a user already has a subscription with the Publisher, accesses are not duplicated.
3. The service referred to in paragraph 1 above is provided by Questpass, to users of the Publisher’s Website. As a condition of providing this service, the user of the Publisher’s Website must pay Questpass a subscription fee for the 30-day service period.
4. With respect to the display of the content of the Publisher’s Website to users of that website who make a payment for the service (as referred to in paragraph 1 above) relating to the Publisher’s Website, the Publisher shall make available to Questpass, against payment (pursuant to the terms and conditions set forth in § 6 of the Terms and Conditions), advertising space on the Publisher’s Website corresponding to the advertising space made available to Questpass under § 4 of the Terms and Conditions.
5. Questpass agrees not to display Quests to a user of the Publisher’s Website, subject to that user first paying a subscription fee for free (Quest-free) access to the content of the Publisher’s Website for a period of 30 days. Detailed terms and conditions of providing the service referred to in section 1 above to users of the Publisher’s Website are specified in separate terms and conditions. Questpass agrees not to use the advertising space provided to display Advertisers’ advertisements to the user referred to in the first sentence of this paragraph.
6. The Service referred to in paragraph 1 above is addressed solely to natural persons not conducting business activity.
7. The Publisher via the Publisher’s Panel determines the gross price of the 30-day subscription fee at which Questpass will sell the service, i.e. the price including all taxes, including in particular VAT. The price referred to in the preceding sentence shall be the gross price to be paid by the user of the Publisher’s Website to Questpass for the 30-day period of service referred to in sec. 1 above.
8. The User of the Publisher’s Website may select the auto-renewal option for the service referred to in sec. 1 if it is currently made available by the Service Provider. This service will automatically renew, for consecutive 30-day period until:
a) cancellation of auto-renewal by the user of the Publisher’s Website, or
b) change of the price determined in the manner specified in clause 6 above by the Publisher, or
c) termination of the service agreement linking Questpass to the user of the Publisher’s Website.
9. Questpass provides Publisher with the data of users of the Publisher’s Website who have paid the subscription fee (email address and ID on the Questpass Website) to identify the user of the Publisher’s Website as the user who paid the subscription fee.
10. The Publisher undertakes to protect the entrusted data against unauthorised or unlawful processing (destruction, loss, modification, unauthorised disclosure or unauthorised access to personal data transmitted, stored or otherwise processed) and accidental loss, destruction or damage, by means of appropriate technical or organisational measures (“integrity and confidentiality”).
11. The Publisher undertakes to allow to process personal data associates or employees who are informed and trained in the safety rules of working with personal data.
§ 6 [Remuneration for the Publisher]
1. The Publisher’s net monthly remuneration shall be the sum of the remuneration calculated pursuant to the provisions of paragraphs 2 and 3 below.
2. For providing advertising space for the purposes of the Campaign or Research Service, pursuant to the terms and conditions set forth in § 4 of the Terms and Conditions, the Publisher is due a net fee (excluding VAT) from Questpass in accordance with the rules: Data to determine the amount of remuneration due to the Publisher in respect of the above is sourced solely from the System, with the proviso that Unauthorised Charges in accordance with § 7 of the Terms and Conditions shall not be taken into account in determining the number of correctly resolved Quests. The amount of remuneration due to the Publisher is visible within the Publisher’s Panel. A correctly resolved Quest is defined as a user correctly answering a question related to an advertisement displayed on the Publisher’s Website or an answer related to Research Quests displayed on behalf of Advertisers.
3. The base rate is determined and communicated by Questpass to the Publisher prior to the start of the Quest broadcast. Questpass is authorised to change the base rate by making a unilateral statement in the form of an email. The change of the base rate shall be effective as soon as the email message referred to in the preceding sentence is entered into the electronic system in such a way that it is technically possible for the Publisher to learn its contents. If the Publisher does not accept the new base rate, it may terminate the Agreement immediately by sending an email with the appropriate content. The new base rate will apply until the Publisher terminates the agreement.
4. For the provision of advertising space under the terms of § 5 of the Terms and Conditions, the Publisher shall be entitled to a monthly net remuneration (excluding VAT) from Questpass, representing: % of the net subscription price (less the cost incurred by Questpass to transfer the subscription fee from the Publisher’s website user to Questpass) multiplied by the number of users of the Publisher’s website who in a given month paid the subscription fee to access the content of the Publisher’s website as part of the service specified in § 5(1) of the Terms and Conditions. The data necessary to determine the remuneration due to the Publisher in this respect comes exclusively from the System. However, if Publisher’s Website has not operated, according to Questpass’ data, for more than 20% of the month, Publisher is not entitled to the compensation referred to in the first sentence above for that month.
5. The fee is payable only on demand by the Publisher against the advertising space sales invoice sent to Questpass.
§ 7 [Unauthorised Charges]
1. For the purposes of calculating the remuneration referred to in § 6(2) of the Terms and Conditions, Quests or Research Quests that are determined by the System to have been made in connection with traffic artificially generated by software or made by the same person impersonating different users, including, but not limited to, action aimed primarily at solving the Quest (without interest in the content of the Publisher’s Website), referred to in the Terms and Conditions as “Unauthorised Charges”, shall not be considered.
2. For purposes of calculating the compensation referred to in § 6(2) of these Terms and Conditions, only Quests resolved by a user of the Publisher’s Website who, as a natural person, resolves a Quest to access the content of the Publisher’s Website will be counted.
3. Qualification of a Quest solution as an Unauthorised Charge is subject to Questpass’s discretionary judgement and is made, no less than once a month, using appropriate algorithms considering multi-level data analysis, including user behaviour on the Publisher’s Website. The information about the anticipated net salary due to the Publisher (before verification) and the net salary finally due to the Publisher (after verification) is visible in the Publisher’s Panel.
4. The Publisher will be informed by email about the detection of the Unauthorised Charges.
5. In the event that the detected Unauthorised Charges have been taken into account in the calculation of the remuneration already paid, the Publisher shall be obliged to return the remuneration for the part based on the Unauthorised Charges.
6. Questpass shall be entitled to set off the amount that Publisher is required to repay pursuant to sec. 5 above against the amount of remuneration due to Publisher from Questpass.
7. In cases of doubt as to whether a Quest solution qualifies as an Unauthorised Charge, Questpass will request clarification from Publisher, and Publisher agrees to promptly provide such clarification.
8. If Publisher disagrees with Questpass’s decision as to whether to classify a Quest solution as an Unauthorised Charge, Publisher is entitled to file a claim under the terms of § 8 below.
9. If Unauthorised Charges are discovered, Questpass is entitled to terminate the Agreement without notice.
§ 8 [Remuneration for Questpass]
1. Questpass’ net monthly remuneration from the SaaS Publisher is the sum of the remuneration calculated based on the contracted rate for solving the quest (depending on the type) and any monthly fee for access to the service related to the amount of traffic generated by the SaaS Publisher’s Websites.
2. Remuneration for the provision of Development Services is based on the Agreement entered into by Questpass with the Client.
§ 9 [Liability of Questpass, Claims]
1. Any liability of Questpass for non-performance or improper performance of the Agreement shall be limited to the actual damage suffered by Publisher or SaaS Publisher limited to twice the amount of the compensation due from Questpass for the most recent billing period preceding the damage. The provision is not binding on consumers within the meaning of the Civil Code.
2. Questpass’s liability for failure to perform or improper performance on behalf of the Publisher of the activities referred to in § 2( 7) of the Terms and Conditions is limited to liability caused by Questpass’s willful misconduct. The provision is not binding on consumers within the meaning of the Civil Code.
3. If Questpass services under the Terms and Conditions are, in Client’s opinion, performed incorrectly, and if, in Client’s opinion, the System data used as the basis for determining the amount of Remuneration due to Questpass is incorrect, including, in particular, Questpass has classified some of the results of user activity on the Publisher’s Website as Unauthorised Charges, Client is entitled to send a complaint by email to email@example.com at Questpass address. The complaint must include (a) the Publisher’s designation allowing for its identification, (b) a description of the irregularity, (c) the date on which the irregularity occurred and its duration, (d) an indication of the request related to the complaint.
4. Complaints will be processed immediately, no later than within 30 days from the date of filing. A response to the complaint will be provided via email.
5. If, for technical reasons (such as server failures, software errors) or other reasons, including those beyond Questpass’ control, the Quest display software integrated into the Publisher’s Website does not work or does not function properly, Questpass may prevent you from using that software for the time necessary to correct the cause of the condition. In such event, Publisher shall have no claim against Questpass, including damages for any loss resulting from the inability to use the Questpass software and display Quests on the Publisher’s Website.
§ 9 [Duration, termination of the Agreement]
1. The agreement is concluded for an indefinite period of time.
2. Both Client and Questpass may terminate the Agreement at any time upon 14 days’ notice, but the effect of the termination cannot occur earlier than the last day of a calendar month.
3. Questpass is entitled to terminate the Agreement without notice in the case referred to in § 7(9) of the Terms and Conditions and in the case referred to in § 3(9).
4. The Publisher shall have the right to terminate the Agreement without notice in the case referred to in § 6(3) of the Terms and Conditions.
5. For the effectiveness of the termination of the Agreement the documentary form shall be sufficient, while for its preservation the sending of an email shall be sufficient.
§ 10 [Amendments to the Terms and Conditions]
1. Service Provider is entitled to make unilateral changes to the Terms and Conditions.
2. Any changes to the Terms and Conditions shall become effective 10 days from the date of posting of information about the changes on the Website.
3. The provisions of the preceding paragraphs are not binding on consumers within the meaning of the Civil Code, in whose case it is necessary to notify the Publisher and accept the changes to the Terms and Conditions in order for them to be effective.
§ 11. [Personal data]
§ 12. [Final provisions]
1. All communications between Questpass and Client relating to the Agreement will be conducted via email exchange. The email address to which correspondence addressed to Questpass should be sent is indicated in § 1 (1) of the Terms and Conditions.
2. Assignment by Publisher or SaaS Publisher to any third party of its rights or obligations under the Agreement, requires Questpass’ consent expressed at least in documentary form.
3. Questpass is entitled to assign its rights or obligations under the Agreement to the Publisher to a third party without the Publisher’s consent.
4. In matters not regulated herein, the applicable laws of the Republic of Poland shall apply.
5. Any disputes that may arise between Questpass and the Client under or in connection with the Agreement shall be resolved by a common court of competent jurisdiction located in Poznań (Republic of Poland) under the laws of the Republic of Poland.
6. The provisions of paragraph 5 are not binding on consumers within the meaning of the Civil Code.
7. Each Publisher has the right to download the Terms and Conditions in a printable format from the website https://questpass.pl/pl/regulaminy/ and save them on his own data carrier.
8. The Terms and Conditions come into effect as of 01/04/2021.