General Terms and Conditions Advertiser

Transcription

1 General Terms and Conditions Advertiser 1 General Provisions These Terms and Conditions apply to the use of the platform (subsequently referred to as "platform") of financeads International GmbH (subsequently referred to as "financeads") and to the marketing of online advertising placements between advertising space operators (Affiliates) and advertising customers (Advertisers) (subsequently referred to jointly as "Participants"). FinanceAds provides Advertisers its network to Affiliates which have the goal of marketing the services of the Advertiser and winning new clients for the Advertiser. The Advertiser pays a commission to the Affiliate for the advertising services, which has been agreed in advance and which depends on performance. The type and amount of remuneration are determined by the Advertiser on the basis of the performance goals defined under 3. Additionally, financeads offers its Affiliates the opportunity to integrate the affiliate programs into their site using the provided white label comparison tools (financeads tools). 2 Advertiser 1. The Advertiser is a supplier of products and services advertising their offering by means of advertising materials, which are to be made available in each case. The advertiser pays a prior defined commission to the Affiliate, this could be: a) Pay-per-View: A view is valid, if an advertising material is displayed to a user. b) Pay-per-Click: A click is valid, if a user clicks on a link on the Affiliate's website, thereby calling up the linked website of an Advertiser. c) Pay-per-Lead: A lead is valid if a user effects a valid click and subsequently a voluntary and deliberate defined action (qualified action) on the Advertiser's website. d) Pay-per-Sale: A sale is valid if a user effects a valid click and subsequently purchases goods or obtains a service (like opening a banking account) requiring payment voluntarily and deliberately on the Advertiser's website. e) CPM: The integration of a determined advertising material for a determined period of time. f) A combination from two or more types named in a) to e). 2. The Advertiser grants financeads and the respective Affiliate a simple, but non-exclusive, nontransferable, usage right in the provided advertising material, which is limited in time to the contract term and with respect to content to the contract purpose. 1

2 3. The above-mentioned granting of rights also includes the right to store, duplicate, publish, digitalize as well as process the advertising material, if that is necessary to execute the contract. 4. The Affiliate is not allowed to change add material without prior notice to the Advertiser. 3a Affiliate: Website Operators, or Display Publishers 1. Affiliates are commercially employed or self-employed natural or legal persons with full legal capacity, who provide a space on their website for the marketing of all kinds of goods and services. In addition to websites, newsletters and adverts within the scope of search engine marketing are valid advertising spaces accepted by financeads. 2. The Affiliate is aware of the applicable law regarding online marketing. The Affiliate ensures that all commercial and regulatory requirements for Online Marketing Activities are to be fulfilled and proven on request. The Affiliate also ensures that he or she will perform all existing statutory advisory obligations. 3. This contract does not establish a company with external effect in legal matters nor a working, agency, factor or employment relationship and therefore does not authorize either party to make binding declarations on behalf of both parties or of the respective other party or to obligate or represent it in any other way. 4. An Affiliate has to apply for an Advertiser program before the Affiliate can market the Advertiser s product or services. 3b Affiliate: financeads Tools 1. financeads integrates the products of the Advertiser into a white label comparison tool, which are provided to the Affiliates. No special application of the Affiliate to the Advertiser is necessary for the marketing of the Advertiser through the white label calculators. 2. For the duration of the contract, the Advertiser grants the right to financeads and its Affiliates to use the name, logo and brand of the Advertiser, and his or her products and services acquired through financeads for presentation in the white label comparison tool. 4 Implementation of an Affiliate Program 2

3 1. The Advertiser provides all relevant information and advertising material for its affiliate program via financeads. Affiliates have the opportunity to apply for this affiliate program. 2. The decision to accept or reject an Affiliate application is made by the Advertiser. A contract between Advertisers and Affiliates is considered as conclusive on acceptance of the application by the Advertiser. It is the responsibility of the Advertiser to convince himself or herself of the legitimacy of the Affiliate's website before accepting an Affiliate application. financeads does not accept any liability for the legitimacy of the Affiliate websites. The decision to accept can also be made automatically by the Advertiser. 3. The Advertiser can specify his or her own additional valid conditions of participation for Affiliates, as long as they are not opposed to the terms and conditions of financeads. 4. The Advertiser is obliged to notify financeads and the accepted Affiliates of changes to the program conditions at least 7 days before the planned policy inception, in writing. 5. The Advertiser provides advertising material in a suitable format when establishing the program. The hosting of the advertising material should be carried out on the servers of the Advertiser. 6. The Advertiser grants financeads and its Affiliates the right to use the commercial property rights included in the advertising material for the duration of the contract. 7. financeads reserves the right to use the names, logo and brands of the Advertiser and the products and services purchased from financeads for reference purposes. 8. The Advertiser is entitled to guarantee a smooth operation of the implementation of the affiliate program and the logging through financeads. 3

4 5 Compensation and Payments 1. financeads records and counts all Affiliate transactions (views, clicks, leads & sales) and makes the data available to the Advertiser in a suitable manner. The remuneration of the Affiliates is specified according to 2 at the start of the program. A later amendment to the disadvantage of the Affiliate is only possible within the time period defined in Commission based on leads and sales [ 2 c) & d)] are to be checked by the Advertiser within a processing time period (max. 120 days). If the Advertiser finds no objections against the recorded commissions, then he or she should accept these. If the successes recorded by the Advertiser are either confirmed or cancelled in the indicated time period, then financeads will automatically release these and credit them to the Affiliate. 3. If the Advertiser violates clauses 4.8 or 5.2, he or she is obliged to compensate the damages incurred in a suitable manner, i.e. reimburse the generated commissions to the Affiliates in the time period of inoperative recording. 4. The normally generated successes will be determined over the average income per click of each affected Affiliate during the equivalent time period and converted into the clicks achieved in a particular time period. 5. A virtual transaction account will be created for the Advertiser, over which the payment of the Affiliate remuneration shall take place. The transaction account of the Advertiser can be charged to a minimum of Euros before a program begins. The Advertiser has to ensure that the transaction credit balance of the Advertiser does not fall short of the minimum amount. 6. If the transaction account of the Advertiser falls short of the specified amount, the delivery of the advertising material of the affected programs as well as applications for new Affiliates will be stopped. 7. No interest shall become due for any account credit amounts. 8. The Advertiser releases financeads from all claims, which are made against financeads due to remuneration claims from the Affiliate's side and which are not covered by the credit on the transaction account of the Advertiser. 9. The Advertiser pays a standard network fee of 30% from the publisher commissions paid to the Affiliates through financeads. This fee will be delimited at the same time as the remuneration of the Affiliate from the transaction account of the Advertiser. 4

5 10. The Advertiser is obligated to the Affiliates of financeads to pay at least the same standard commissions as with other Affiliate interfacing opportunities of the Advertiser. If an Affiliate receives individual commissions with another Affiliate interfacing opportunity, he or she will also have the opportunity to select it with financeads. 11. All commissions and compensation are applicable to VAT. 12. The Advertiser is not allowed to move Affiliates to another network or private corporation, when the Affiliate was introduced through financeads. In case of violation, the Advertiser should pay an appropriate compensation. 6 Warranty 1. financeads is making its services, systems, technologies and solutions available to the best of its knowledge and technical capabilities. No guarantee is assumed for the up-to-datedness, accuracy, completeness or quality of the provided information or for the error-free and continuous availability of the services, systems, technologies or solutions. 2. financeads shall only be liable for damages if and when financeads, its authorized representatives or senior executives are guilty of premeditation or gross negligence, except for cases of violation of essential contractual obligations. In the case of other vicarious agents, financeads shall only be liable if there was premeditation and they violated essential, contractual obligations intentionally or with gross negligence. Apart from cases of premeditation or gross negligence on the part of authorized representatives, senior executives or premeditated conduct of other vicarious agents of financeads, no liability shall exist for compensation for indirect damage, in particular for unrealized profit. Except for cases of premeditation and gross negligence on the part of financeads, its authorized representatives and senior executives, liability shall be limited to the damage typically foreseeable at the time of contract conclusion. 3. The above liability exclusions and limitations do not apply in cases where financeads assumes explicit guarantees and for damages from injury to life, limb or health as well as in cases of compelling legal regulations. 4. financeads refers to other Internet sites using links on its web pages. The following is valid for all links: financeads expressly declares to have no influence on the layout and contents of the linked websites. Thus, financeads is hereby expressly distancing itself from the contents of all sites linked to on financeads' web presence, and also expressly does not have ownership of these contents. This declaration is valid for all links present on the websites, both displayed and hidden, and for all contents of the sites, to which these links are leading. 5

6 5. The Advertiser has sole responsibility for the design as well as the target URL of an advertising material as well as the accessibility of the webpage. The Advertiser guarantees that the provided advertising materials as well as the linked target page neither violate existing law nor infringe or violate the rights of third parties, of whatever type. 6. If the Affiliate is acting in an advisory capacity, he or she is liable to the Advertiser and financeads for erroneous negligent advice to customers, and other culpable breaches of duty from this contract, within the framework of relevant legal provisions. If claims have been made against the Advertiser or financeads due to erroneous advice from the Affiliate, the Affiliate is to release the Advertiser and/or financeads from all resulting claims (including the legally accrued costs for legal counsel and case conduct). 8 Account, Contract Term & Termination 1. The Participants' accounts for the financeads platform are established without time limit. 2. The contract can be terminated by financeads or the Participant with a period of notice of 3 months via or Mail. 3. When the account is deactivated, any existing credit shall be paid out. 4. financeads is entitled to terminate the contract with a participant if there are concrete indications of the participant having violated these General Terms and Conditions. 9 Confidentiality The parties are obligated to keep all operational and other business related information made accessible to them in connection with this contract confidential, as well as the knowledge attained by the other contractual party, which is considered confidential, or which are recognizable as company or business secrets of a party according to other conditions, for an unlimited period of time until the end of the contract, and not to store, distribute or exploit this information, insofar as it is not necessary for keeping the purpose of the agreement. 10 Data Protection and usage of cookies 1. financeads acquires, processes and uses the personal data in compliance with the national data protection laws and the data protection guidelines of the European Union. 2. financeads acquires, processes and uses the personal data only to fulfill the purpose of the contract with the participants and shall not be passed to third parties. financeads uses personal data only for the management and use of the financeads service. 6

7 3. financeads uses so-called cookies, to improve its platform for participants and ensure their security logging in to the platform. Furthermore financeads uses cookies to ensure a correct tracking of leads and sales with the purpose of a correct attribution to the different affiliates. None of the cookies contain personal data. 11 Reservation of Right to Modification financeads is entitled to change or make additions to these General Terms and Conditions for Advertisers at any time. The other party has the right to object to such changes. If the other party does not object to the changed conditions within 6 weeks from receipt of the change notification, these shall take effect as per the notification. financeads shall inform the other party in writing or via specifically before the start of the response period that the change notification shall be deemed to have been accepted if the other party does not object to it within 6 weeks. 12 Final Provisions 1. This contract is subject to German law. 2. Berlin shall be the place of jurisdiction for all disputes arising from this contract. 3. Should individual provisions of this contract be ineffective or not practicable, this shall not affect the remainder of the contract, which shall remain effective and practicable, to the extent that it conforms to the presumed intention of the parties. In that case, the ineffective or impracticable provision shall be replaced by a provision, which comes closest to the intention of the contracting parties in agreeing the particular provision. This applies similarly to any gaps in this contract. 4. This document is a translation. In the case of discrepancies or errors, the latest English Original is to be considered authoritative. Berlin, financeads International GmbH Rosa-Luxemburg-Str Berlin 7