Terms of Service

II. GENERAL PROVISIONS

Advertisements are accepted and placed by MIRS according to the rules given in these Terms and Conditions.

§1

1. MIRS shall not be liable for the content of any placed advertisements. An Advertiser shall indemnify MIRS and any third parties whose blocks of advertising space MIRS sells against any claims due to ad deliveries filed by any third parties and/or due to the remedy of any damage (including any costs of litigation or any other proceedings as well as any other reasonable costs incurred to third parties due to their claims) borne by MIRS due to the content of any placed advertisements.
2. The Advertiser shall be exclusively liable for providing that he is entitled to put in an Order and that its fulfilment by MIRS does not violate the rights of any third parties. In particular, the Advertiser shall procure that he holds any and all titles to intangible assets, including copyrights, related rights, rights to decorative patterns, and trademarks that concern the placed Order.
3. The Advertiser shall be liable for any and all damage that may be caused due to the fulfilment of an Order by MIRS, including for any violations of the rights of any third parties, even if they are caused otherwise than by the fulfilment of the Order, in particular due to the breach of rights to intangible assets of such persons, and if any claims are filed by third parties directly against MIRS, the Advertiser shall fulfil any such claims.

§2

1. Advertisements shall not violate the laws or the social order of any applicable law and jurisdiction.
2. Signing an Order shall imply a declaration submitted by the Advertiser that his advertisement does not violate the good practice or applicable rules of law and, in particular, that the Advertiser holds the right to use any information, data, trademarks, and other elements that are subject to legal protection and are used in the Advertisement.
3. The Advertiser shall be exclusively liable for the content and form of an advertising creation. MIRS shall not be liable for the content or form of an advertising creation in any cases.
4. MIRS reserves the right to refuse or suspend ad deliveries for convenience and without any liability thereunder in particular if:
• there are reasonable grounds to believe that ads are contrary to law, social order or that they violate the rights of any third parties; or
• if MIRS does not receive any amounts for previous placements of advertisements or such payments are delayed; or
• if MIRS does not receive an advertising creation to allow the realization of an advertising campaign in date defined in § 5 section 2.

§3

1. MIRS reserves the right to mark an advertisement delivered on the Portal with the words ‘advertisement’, ‘ad’, ‘paid commercial’, ‘sponsored material’, or ‘programme’ includes product placement’, etc.
2. By signing the Order, the Advertiser (including the agency or other advertising intermediary in relation to its clients) agrees that MIRS may use advertising materials (including trademarks and names, including the names of Advertisers and Advertisers' clients) for the execution of this Order and for archival purposes. In addition, the Advertiser agrees to the use of advertising materials indicated above for the promotion of websites and applications of MIRS and / or advertising services of MIRS, in particular by duplicating them in print or digitally, placing them on the market, public display, displaying, broadcasting, as well as publicly available in such a way that everyone can have access to the materials at a place and time of their choice, in particular on the Portal, as well as for marketing purposes and presentation of MIRS references.

§4

1. Advertising services on the Portal are provided on the basis of the Order prepared by MIRS and then placed by the Advertiser to MIRS. The provisions of items 2 - 5 of this paragraph determine how MIRS and the Advertiser shall proceed with the signing of the Order and the conclusion of the agreement. The provisions of item 6 of this paragraph shall apply in case of preparing of the Order by the Advertiser and delivering it to MIRS.
2. The Advertiser intending to order advertising services on the Portal shall pass the inquiry to MIRS concerning the conditions of one or more of the advertising services on the Portal. This inquiry can be passed to MIRS in any form, including verbal, by phone, fax or e-mail. MIRS submits offer in the form of Insertion of Order. Insertion Order includes at least:
   • the name of an advertising campaign;
   • the detailed name of the Advertiser, including its legal form;
   • the address of the Advertiser and its tax identification number (reg.number);
   • Advertiser contacts details including phone number, fax, e-mail address;
   • a description of the campaign, gross and net remuneration payable to MIRS for the advertising campaign;
   • a statement of the Advertiser confirming the acceptance of their provisions and confirming that they are an integral part of the Order;
   • a statement of the Advertiser confirming lack of any modifications to the Insertion Order.
3. If the campaign according to the Offer does not end within one calendar month, MIRS will prepare separate Orders for each calendar month. Whenever the provisions of these Rules relate to the Order or Order, they mean also Orders in the plural form corresponding to the number of calendar months during which the campaign will be conducted.
4. Sending the Order to the e-mail address or fax number indicated by the Advertiser means the MIRS's Offer to enter into an agreement on the providing of the advertising campaign. MIRS is bound by the Offer within the scope of the advertising campaign specified in the Order for 1 day (unless MIRS indicates another term).
5. Upon receipt of the Order by MIRS (sent by the Advertiser in writing, by fax, or by e-mail) in accordance with the Order sent previously by MIRS to the Advertiser, the agreement between the Advertiser and MIRS is concluded, subject to the provisions of item 4 of this paragraph. The Advertiser is entitled to accept the Offer (by signing the Order and sending it to MIRS) only without any changes in relation to the Order sent by MIRS.
6. The provisions of items 2 - 5 will not apply if the Advertiser does not conduct in accordance with the procedures described therein and sends to MIRS an order drawn up and signed on the basis of a different document than the Order prepared by MIRS. Sending such an order by the Advertiser to MIRS:
   • constitutes an offer to conclude an agreement on the providing the advertising campaigns on the Portal as described in this order - if the Advertiser's order contains provisions referred to in items a) – h) of this paragraph;
   • means that MIRS will not be bound by its Offer (this provision is applicable if MIRS sent previously the Order to the Advertiser);
   • empowers MIRS to accept the Advertiser's offer (which results in the conclusion of the agreement between the Advertiser and MIRS on the terms specified in the order sent by the Advertiser) or to send to the Advertiser MIRS's own Offer (in this case, the provisions of item 4 and item 5 of this paragraph shall apply, which, in particular, means that the agreement between the Advertiser and MIRS is concluded upon sending by the Advertiser to MIRS of the signed Order that meets the conditions referred to in item 5 of this paragraph). Sending by MIRS to the Advertiser MIRS's own offer - the Orders prepared by MIRS means the lack of acceptance of the Advertiser's offer referred above.
7. MIRS has the right - without any compensation to the Advertisers in this respect – to refuse the advertising campaign in the case of conflict of interest relating to MIRS (or other parties cooperating with MIRS within the scope of this campaign).
8. No damages for losses caused by MIRS shall exceed the value of remuneration for the execution of advertising services according to an Order. MIRS shall not be liable for any lost benefits.

§5

1. Any advertising materials provided by an Advertiser for the fulfilment of an Order shall fulfil the technical requirements set forth in the Specification and the Price List.
2. The Advertiser is obliged to provide to the MIRS via e-mail, an advertising creation to allow the realization of an advertising campaign by MIRS, at least two Working Days before the date of planned and ordered advertising campaign. In case of default of this obligation, MIRS reserves the right to start an advertising campaign at another time after delivery of advertising creations by the Advertiser or to cancel the campaign if conducting of this campaign at a later time will not be possible. Due to the realization of an advertising campaign at a different time or failure of an advertising campaign, for the reasons indicated in the previous sentence dependent on the Advertiser, MIRS does not assume any responsibility with respect to Advertiser.
3. MIRS shall confirm in writing (including fax message) or by e-mail the correctness and readiness of advertising materials received from Advertiser, within two Working Days from the date of receipt; the lack of such confirmation within this period, means that the advertising materials are correct and ready to use in advertising campaign.
4. A separate consent of MIRS shall be required for the application by the Advertiser or any entities acting on his commission or entities that commission the Advertiser of any systems, scripts or codes that gather information on the users of the Portal, their reactions to the delivered ads or to the content distributed on the websites of the Portal as well as any information on websites visited by users (including any information on the content of websites or information that makes their classification possible) as well as for the use of the above-mentioned information in a manner and for purposes that go beyond the needs of completing the Order for ad deliveries under which such information has been collected. MIRS shall issue such consent at its sole discretion. The consent to the use of the above-mentioned information may be granted for a definite term subject to the right of MIRS to withhold the same permanently or for a definite term. Consent or its cancellation shall be given by e-mail, in writing or by fax.
5. Notwithstanding consent of MIRS mentioned in section 3 above, the Advertiser undertakes that gathering any information mentioned in section 2 above and its use in any forms shall comply with the rules of applicable law, in particular with regard to any situations where collecting such information or its use requires consent of the Portal User according to applicable rules of law or the right to file an objection due to this method of collecting information or its use. The Advertiser shall be obliged to obtain relevant consent of the User and provide Users with the option to object to the use of information. Moreover, the Advertiser, after receiving an objection, shall discontinue collecting information and its further use. In the case of rotating advertising forms, MIRS accepts maximum 5 (five) different advertising creations to be presented.
6. Violating the limitations and/or obligations set forth in sections 4 and 5 above shall constitute a gross violation of the contractual obligations by the Advertiser (including the obligations resulting from the placed Order accepted by MIRS) and entitles MIRS to claim a contractual penalty from the Advertiser amounting to 20,000 (twenty thousand) zlotys for each and every violation. The contractual penalty shall be paid within 14 days from the receipt of a relevant request from MIRS by the Advertiser. Filing a claim for a contractual penalty shall not waive the right of MIRS to file claims for damages in excess of the above-mentioned contractual penalty.
7. MIRS is endeavoring to issue the ads available for users of the popular Internet browsers, operating systems, computer types and the types of Internet connections. However, MIRS is not responsible and cannot guarantee that any combination of these factors allows to access and read the ads or their elements. No ad impressions resulting from the factors mentioned in this Point, cannot be the basis for any compensation for Advertisers.

§6

1. Any required Order Modifications concerning the content of ads or graphic elements shall be provided to MIRS by the Advertiser in writing (or other form agreed with MIRS) with an accurate determination of their scope.
2. Any Order Modifications/Changes require the consent of the Advertiser and MIRS. MIRS provides for the possibility to make Order Modifications/Changes if such amendment is possible with regard to the availability of advertising space. Moreover, MIRS has the right to refuse consent to Order Changes/Modifications without giving any reasons.
3. Any Order Changes during the provision advertising services that are not included in the Order (i.e. the minimum time and a time band) shall be subject to 20% surcharge on the Order value. In case of any doubts or ambiguities as to the scope and type of submitted changes, MIRS shall have the right to fulfil the Order in its original form and time.

§7

1. An Advertiser who files a complaint about the manner and quality of fulfilling an Order shall not be released from the obligation to pay for the ad delivery according to the provisions of the Order.

§8

1. The ad campaigns are carried out within billing periods, not exceeding time period of one month unless MIRS and the Advertiser agree otherwise.
2. An Advertiser shall pay MIRS for an ordered advertisement/advertising campaign the remuneration according to the invoice issued by MIRS after completing the delivery of an advertisement/advertising campaign no later than after billing periods within 14 days from the date of issuing an invoice, unless MIRS and the Advertiser agree on other payment terms. According to the provisions herein the number of payments shall reflect the number of months of the advertisement/advertising campaign.
3. MIRS reserves the right to collect prepayments for an ordered advertising services to be paid against a proforma invoice. In such case, the Advertiser is required to pay the total payments for the advertising services at the latest on the 3rd (third) day before commencement of the advertising services specified in the Order, unless MIRS and the Advertiser agree on other payment terms.

§9

1. Unless MIRS and the Advertiser agree otherwise, the remuneration of MIRS for the ordered advertisement is determined on the basis of the Price applicable on the date of placing the order, containing prices and additional fees, except for the remuneration for broadcasting advertising campaigns settled in the efficiency model. MIRS reserves the right to change (including upwards) the price for the campaigns, in relation to the current valuation in the WPM advertising price. The change will be binding if the Advertiser receives it no later than the moment of sending the Offer referred to in paragraph 4 section 4 of this ToS.

§10

1. Discounts for Advertisers who buy advertisements from MIRS shall be determined on an individual basis and shall depend on the value of an order, except for the deliveries of advertising services accounted for with an efficiency model.

§11

1. The minimum value of an order (after discounts) shall be USD 1,000.00 net (unless MIRS accepts lower minimum value) subject to any special offers of MIRS.
2. All prices are net prices. The value of an Order indicated in the invoice shall be increased applicable according to the rules of the applicable law only.

§12

1. MIRS also provides advertising services using HOLDING PIXEL technology, i.e., a script provided by MIRS to the Advertisers using mechanisms of information flow between the Advertiser’s websites and apps and the Portal - which allows free and informed movement of users to the Advertiser’s websites from the Portal and flow of user data from the Advertiser’s websites to the Portal’s advertising system. The script allows the flow and registration of information about the users. The process requires the implementation of technical solutions such as [HOLDING PIXEL].
2. [HOLDING PIXEL] allows the flow and registration of information concerning users and access to users’ personal data by MIRS, for the purpose of providing advertising services; MIRS will not use user data for purposes other than the provision of advertising services; this reservation does not apply to user data administered individually by MIRS, i.e. independently of the provision of advertising services to the Advertiser, which can be used to develop, optimize and personalize advertising services and other MIRSs services; MIRS will not use user data to optimize ads of other Advertisers otherwise than when combined with other data obtained from other Advertisers in unnamed, automated aggregations or otherwise collected, and MIRS will not allow other advertisers or third parties to target ads solely on the basis of the data collected on the Advertiser's websites and apps.
3. When using the script enabling the flow and registration of information about users, the Advertiser is required to provide to these users clear and easily accessible information on how their personal data is used by the Advertiser and MIRS, and in particular on the use of cookies or other means of local storage of information, as well as the collecting, sharing and using personal data for the personalization of advertisements, indicating to the users MIRS, which may collect, receive or use users’ personal data as a result of using this script. In order to fulfil the information obligation with regard to using data by MIRS, the Advertiser may use one of the examples of fulfilling the information obligation provided below. Furthermore, the Advertiser must inform users how they can withdraw their consent to the personalization of advertisements and at least indicate information about the control options on user’s devices and in advanced settings of MIRSs privacy policy.
4. Examples of information obligations for the Advertiser to be implemented on the Advertiser's website:

“On our websites, third parties place information in the form of cookie files (so-called cookies) and other similar technologies on your end device (e.g., a computer or a smartphone) and can access this information. These are our trusted partners with whom we work regularly to customize the adverts on our websites and their websites as well as our services and services provided by our trusted partners. For details on how your data is processed by MIRS, please refer to MIRS’s privacy policy.”

“Your personal information will also be processed by MIRS for market research purposes to obtain information about the audience who visit the website and view advertisements, develop and improve products, as well as select key ads, to select personalized ads, create personalized ads profiles, or measure advertisement performance, based on your voluntary consent, which you can withdraw at any time here;”

“You also entrust your information to our trusted partners, i.e., third parties with whom we work regularly. 

Most often, this cooperation is aimed at customising the ads you see on our websites and the services we provide.

“In order to be able to show you ads that you are interested in (such as of a product that you may need), improve our services and to customize them as much as possible, our trusted partners can process your data related to the websites you visit (together with an automated analysis of your activities on websites and apps to identify your potential interests for customizing advertisements).

The legal basis for processing your data for the purpose of providing services is the necessity to perform the contracts for their provision (these contracts are usually terms and conditions). The legal basis for processing data for statistical purposes and the controllers’ own marketing is the so-called legitimate interest of the controller.

Our trusted partners process your personal data for marketing purposes based on your consent. Consent is voluntary and you can withdraw it at any time. MIRS will allow you to withdraw your consent by changing the settings in MIRS’s privacy policy (where you will find answers to all questions related to the processing of your personal data).”

“On our websites, third parties place information in the form of cookie files (so-called cookies) and other similar technologies on the end device (e.g., a computer or a smartphone) and gain access to this information. These are our trusted partners with whom we work regularly to customize the advertising you see on our websites and the services that we provide. These trusted partners are the entities from MIRS’s group and their advertisers. Please refer to the privacy policy for details on how your personal information is processed for advertising purposes by entities from MIRS’s group and their advertisers.”