Regulamin dla reklamodawców [EN]

This agreement is between you, the Advertiser (“Advertiser”), and admitad GmbH, registered and incorporated in Germany with a register office at Heinz-Nixdorf-Str 6, 74172 Neckarsulm, Germany (“Admitad”, “Partner Network”).

1. Introduction

1.1 Admitad provides you, as the Advertiser, with the ability to post Ads (as defined below) for distribution through the Admitad, as defined herein, subject to your compliance with the terms and conditions of the Agreement. By enrolling as an advertiser, the Advertiser, its agents, representatives, employees, and any other person acting on its behalf with respect to the use of the Admitad, shall be bound by, and agrees to be bound by, the Agreement.

2. Interpretation

In this Agreement, the following clauses shall have the following meanings, unless the context otherwise noted:

– “Admitad Partner Network” – means the proprietary website(s), platform, program, system, tracking system and all the related tools to be provided by Admitad that enable the Advertiser to promote their products and campaigns.

– “Program” – a program (campaign, offer) created by the Advertiser within the Admitad Network to promote a specific product and/or service.

– “Publisher” – a marketing Media Partner / Publisher or Affiliate who is signed up to the Admitad Network and agrees to promote the Advertiser’s products and/or services.

– “Advertiser” – a business that chooses to promote either their own products and/or services on the Admitad Network in accordance with these terms and agreements.

– Ads – promotion of a product, brand, or service to a viewership in order to attract interest, engagement, and sales. Advertisements come in many forms, from copy to interactive video.

– Marketing Materials – any products or content designed to market a company or its products and services to potential customers.

–  Tracking Solutions — tracking technologies recording information about tracked conversions, reports, stats, rates, payments, or any other type of Program data. The most commonly used tracking solutions are TagTag, GTM template for TagTag, server to server, plugin, XML, API, mobile, Google Analytics API, offline, old pixel, IMG pixel.

3.  General Provisions

3.1. This Agreement shall come into effect once the Advertiser clicks on the ‘Click to Action / Create My Advertiser Account’ button on the signup page at the site. The agreement will remain in effect unless terminated in accordance with clause 15 of this Agreement.

3.2. If the Advertiser is accepted into Admitad’s Network, all the information that the Advertiser provides in clause 3.1 must be accurate and true to their knowledge at the time of submission. It is the sole responsibility of the Advertiser to keep all user account information up to date. Failure to provide accurate information may result in account termination as outlined in clause 15.

3.3. Approval and acceptance of an advertiser is at the sole discretion of Admitad Network, and Admitad reserves the right to refuse applications. The Advertiser hereby consents to Admitad using the Advertiser’s details and Personal Data for the purposes of carrying out any factual checks that it considers to be necessary to confirm the identity of the Advertiser, its suitability for (and the suitability of the Advertiser’s Website(s)) for the Admitad Network and any other matter which is connected to the Advertiser’s application and, whenever subsequently accepted by Admitad is connected to its activities and role as an Admitad advertiser.

3.4. If the Advertiser is accepted into the Admitad Network, s/he will be required to complete a Know Your Customer (KYC) validation. This involves the submission of 2 forms of valid compliance documentation:

3.4.1. Tax residency certificate

3.4.2. Company Registration Document 

3.5. KYC Documentation is held privately by Admitad and will be reviewed and assessed by Admitad’s compliance team, who have full discretion on evaluating whether documentation provided is both genuine and accepted. Admitad reserves the right to request further documentation in any specific Advertiser’s case, or reserves the right to refuse the Advertiser.

3.6. The Advertiser will also be required to provide a billing address to Admitad’s Network. This address will be verified by the Admitad compliance team.

3.7. The Advertiser may be requested to make a test bank transaction for validation purposes, which amounts will be accounted for the future Admitad services. 

3.8. This Agreement sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a writing signed by both parties, including but not limited to the corresponding Insertion order ( IO), may change, modify or amend the terms of the Agreement.

4. Relationship

4.1. As of the date of acceptance of the present agreement (“Effective Date”), the Advertiser agrees to accept and pay for, and Company agrees to provide, the services identified and set forth in the Agreement („Services”). 

4.2. Subject to the terms of this Agreement, the Advertiser will be permitted to create a Program on and  link to a specified page or ad hosted by the Advertiser containing advertising and marketing materials for use by Admitad’s Publishers in the promotion of the Advertiser’s products or services.

4.3. The Advertiser agrees to be solely responsible for the contents of his Marketing Materials and the manner in which they are being used by Admitad’s Publishers to promote the Advertiser’s products and/or services.

4.4. The Advertiser fully agrees not to perform one or more of the following activities:

4.4.1. Link to any website that contains or promotes, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or wares, or anything remotely similar to or a variation of, the above;

4.4.2. Violate any applicable privacy laws regarding physical or digital data/records; and/or

4.4.3. Engage in any illegal activity of any type;

4.4.4. Offer any goods or services or spam which are not permitted by law, or link to a website(s) that does so;

4.4.5. Engage in spamming, indiscriminate advertising or unsolicited commercial e-mail or break other applicable laws regulating commercial email and digital communications;

4.4.6. Introduce directly any virus, malware, worms, Trojan horses, key-loggers, spyware, or any other software with the intention to damage the property of others or breaking any applicable information security laws.

4.4.7. Distribute, sell, disclose, market or in any way distribute data which the Advertiser own or possess without the full consent of the information owner including data obtained via the Admitad Network and the Admitad Advertiser account.

4.5. Admitad may not review or check all content on the Advertiser’s Website. The Advertiser will remain fully responsible for their website content and the goods and/or services promoted and/or sold from that website (including and without limitation, compliance of the same and all applicable laws regardless of the Advertiser location). Admitad is not responsible, under any circumstances, for the practices of any specific Advertiser or Publisher or for the content of their websites, posts, or emails or other communications using the Admitad Network, and Admitad shall have no liability (whether in contract, tort, negligence or otherwise) for the same.

4.6. The Advertiser shall compensate Admitad against all costs (including, without limitation, legal costs), claims, losses, damages, defamation and awards suffered or incurred by Admitad in relation to the Advertiser Website content, posts, or emails or similar communications and the goods and/or services promoted and/or sold from the Advertiser Website including, without limitation, any and all claims, losses, damages and awards against Admitad in respect of non-compliance of the Advertiser Website, its content and/or the goods and/or services marketed and/or sold through it with all applicable laws.

4.7. The Advertiser is solely responsible for identifying and verifying the legality and legitimacy of any product and/or service they offer in each specific territory that they choose to promote in. In addition, the Advertiser is solely responsible for managing and optimizing the geographic origin of all traffic sent to the advertiser’s Program on the Admitad Network.

4.8. The Advertiser acknowledges that Admitad shall accept no responsibility for unwanted actions and Publishers traffic that comes through the Advertiser’s Program(s) based upon the settings of the Advertiser.

4.9. The Advertiser warrants and represents that: (a) it has all right, title and interest in and to the Ads; (b) the use of the Ads and Marketing Materials by Admitad and its Publishers as contemplated and authorized hereunder will not infringe on any copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; and (c) all Ads and Marketing Materials are in compliance with all laws, regulations and ordinances (“Laws”) of any jurisdiction in which the Advertiser conducts business.

4.10. Advertiser Program Details – the details of the Advertiser Program and any Programs shall be contained within the Advertiser’s Program listing in the Admitad Network. The Advertiser independently fills the data about their Program (rates, types of traffic, hold time, Post Click Cookie lifetime, etc.). In case of changing the Advertiser Program Details, the Advertiser need to contact Admitad by email adress________. The Advertiser’s Program segmentation and specifications will be published in the review e Admitad Network . Any update or revision to the Advertiser’s Program may trigger a new by Admitad Network. Notwithstanding the preceding, nothing contained on the Advertiser listing may conflict with Admitad T&C and any such conflicting terms and conditions shall be void.

4.11. Positioning of the Ads within the Admitad Network is at the sole discretion of Admitad and its Publishers. Admitad does not guarantee that the Advertiser’s Ads will be available through any specific part of the Admitad Network, when the Advertiser’s Ads will run and/or the placement and positioning of the Advertiser’s Ads. Admitad reserves the right to reject any Ad, page, link or Marketing Material for any reason at any time. Admitad reserves the right, at any time, to remove any of the Advertiser’s Ads or Marketing Materials if Admitad determines, (in our sole discretion), that the Ad or any portion thereof, violates any of Admitad’s policies/terms or may result in liability for the Admitad Network. Admitad has the full rights to reject any URL link embodied within any Ad. Admitad’s failure to reject or cancel any Ad shall not be construed as an acceptance of the Ad or Marketing Material, nor shall it negate other provisions of the agreement, specifically with respect to liability.

4.12. The Advertiser grants to Admitad Network and Publishers, a non-transferable, royalty free, worldwide license to display and link to their website or website content, and all trademarks, service marks, trade names, and/or copyrighted material and all other intellectual property rights, from each of their websites and/or subscription e-mail, for the limited purposes of promoting their program. This is subject to the terms and conditions of this agreement. Admitad Network will have no liability or assume any responsibility for any costs, damages or losses incurred by the improper use or distribution of these resources.

4.13. It will be required to conduct technical integration between the Advertiser and Admitad in order  [Admitad tracking system could properly function].

4.14. Admitad Network may contact the Advertiser by email, telephone, post, SMS, via social media network and other possible means of communication for feedback relating to the service under this Agreement and/or for marketing purposes in respect of other services of Admitad group entities.  

4.15. The Advertiser shall ensure compliance with all applicable laws on their own including sanctions in relevant jurisdictions.

5. Payment Model and Reporting.

5.1. The Advertiser shall pay the fee to Admitad Network for the rendered Services as per the Services Details agreed in this Admitad Network and final data as agreed by the Parties.

5.2. For the purpose of leads confirmation, the Admitad shall also provide a monthly report to the Advertiser via email before the 5th day (in case of statutory holiday or weekends, postponed to the first working day after the holiday or weekends) of the month following the reporting month and the Advertiser should confirm the numbers. If the Advertiser doesn’t confirm the numbers  within 30 days, the Admitad may suspend the advertising company until the data is provided. The Advertiser should confirm the numbers no later than 90 (ninety) business days following the day when the monthly report was sent by the Admitad Network. Upon the expiry of the said period, all the leads will be considered approved and must be paid for.

5.3. 100% of the amount payable for the accounting period will be paid within 30 business days after the invoicing date. The Advertiser undertakes the commission payment for the payment transfer.

5.4. Any Taxes levied on either Party shall be borne by the respective Party, in accordance with the applicable tax laws in the Territory. All Fees due to Admitad under this Agreement shall be exclusive of VAT. If VAT is applicable, such applicable VAT shall be borne by the Advertiser. The Fees paid by the Advertiser to Admitad shall be made free and clear of, and without deduction of VAT. If a reverse-charge mechanism applies, or if the Advertiser needs to withhold VAT in the country where it is VAT registered, the Advertiser shall provide VAT number to Admitad and liable to account for and to pay such VAT to the relevant tax authorities. All payments of Fees to be made by the Advertiser to Admitad under this Agreement shall be paid without set-off, counterclaim or deduction, unless strictly required by applicable law, for example, because of a legal requirement to withhold any taxes.

6. Reporting and Tracking Codes / Pixels Maintenance

6.1. The Parties hereby agree to use the Admitad’s tracking system in order to account the services provided hereunder, and inter alia, register the Advertiser’s leads and process the statistics. The aforesaid system data will be used to determine the scope of the services provided and estimate the price thereof, unless otherwise provided by Parties.

6.2. The Advertiser shall ensure that Tracking Solutions are kept in place on their end until this agreement has expired or has been terminated. The Tracking Solutions must remain in place at all points of sale including online, telephone and mail order. In relation to each channel, including (but not limited to) telephone and mail order sales, the Advertiser shall ensure that the Tracking Solutions are maintained throughout the sale process, to enable the source of the sale to be identified. Without prejudice to Admitad’s other rights and remedies, failure to do so shall be considered breach of contract by the Advertiser and will entitle Admitad  to suspend the Advertiser access to the Admitad Network.

6.3. For the period in which the Tracking Solutions are not working, Admitad  may suspend the Advertiser’s Program immediately and seek compensation from the Advertiser. Such compensation will be based on any Admitad costs and any relevant Advertiser Fees together with an average Publisher’s Commission earnings over a 4-week period.

7. Fraud

7.1. The Advertiser acknowledges and agrees that Admitad shall not be liable for any acts of fraud committed by the Advertiser, the Publishers and/or the end-user consumers. In addition, the Advertiser agrees to pay Admitad in full against all services performed under this agreement, regardless of any consumer or advertiser fraudulent activity.

7.2. Admitad will make every effort to distinguish and stop Publisher fraudulent activity, however the Advertiser should make every effort to monitor the Publisher traffic activity and apply appropriate voiding procedures immediately if the Advertiser feel a fraudulent practice is being used. Admitad shall have no liability to the Advertiser (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, costs, claims, damages or awards incurred by the Advertiser in respect of any fraudulent Publisher or end user activity.

7.3. Misuse, deceit or purposeful sabotage of tracking data by the Advertiser, as determined by Admitad, will be considered as a material breach of this agreement and may result in the immediate termination of the Advertiser account and this agreement.

8. Indemnification

8.1. The Advertiser shall keep Admitad Network, and its Publishers and their respective directors, officers, employees and agents indemnified from and against any costs (including, without limitation legal costs), awards, damages, claims for damages or other claims for compensation arising from: the breach by the Advertiser of any and all applicable laws in all jurisdictions; any claims from Publishers and customers of the goods and/or services supplied by it and/or sold by it; claims, awards and/or judgements from any authority in respect of the Advertiser’s supply of the goods and/or services and/or website content; the content of the Advertiser’s website or any incorrect information given to Admitad by the Advertiser; any infringement or potential infringement of any third party’s intellectual property rights. The Advertiser shall also indemnify Admitad for: any other damages, losses or costs caused by the Advertiser’s improper, negligent or unauthorized use of Admitad services; technical problems or loss of data caused by the Advertiser on the Admitad and Advertiser Website or on any website to which the Advertiser is linked by Admitad.

9. Limitation Of Liability

9.1. To the extent permitted by applicable law, Admitad shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, liabilities, costs, expenses and claims (including but not limited to, direct, indirect or consequential losses, loss of profit, loss of contracts, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses arising out of or in connection with: defects in the service; interruptions in the accessibility to the service; infringements on data or loss of data on the information handling system; defects in the security system or viruses or other harmful software components; any third party deleting, removing, deactivating or tampering with the Publisher and Advertiser tracking service or Tracking Codes and Pixels.

9.2. Admitad cannot guarantee or warrant the performance of Admitad services or the links to any other linked websites. Admitad, to the extent permitted by applicable law, shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any error in the implementation of the links and tracking codes for the Advertiser’s website or for the specified function of the links.

9.3. Admitad shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence or otherwise and howsoever arising) for any delay and/or failure to perform its obligations under this agreement where such delays and/or failures to perform arise as a result of events beyond the reasonable control of Admitad including, without limitation, flood, fire, act of government and failures of telecommunications and internet service providers.

9.7. Admitad shall have no liability (To the extent permitted by applicable law, whether in contract, tort, negligence or otherwise and howsoever arising) for any mistake or error of any kind when configuring Program settings inside Advertiser accounts. It is the Advertiser’s responsibility to ensure that the Advertiser Program was configured properly by Admitad that includes payout amounts, deadlines, promotion terms, geographical restrictions, prizes, additional incentives, favorable rates or any other Program settings inside an Advertiser account.

10. Termination

10.1. Either party may cancel this Agreement or an IO, by giving thirty (30) business days prior written notice to the other party. Any accrued but unpaid payment obligations, shall survive termination of the Agreement. In the event of termination, the Advertiser shall allow thirty (30) business days for the Programs to become inactive across the Admitad Network, and the Advertiser shall be responsible for the Sales and Conversions that result from Ads published during those thirty (30) days.

10.2. Admitad  is entitled to terminate this Agreement immediately at any time following acceptance of the Advertiser onto the Admitad  Network if the Advertiser does not meet Admitad  requirements or provide documentation requested by Admitad  or otherwise as Admitad  reasonably determines, including (but not limited to) any malpractice, late payment of commission or Advertiser Fees, or any breach of these terms. Admitad  will provide reasonable notice of such termination where possible.

10.3. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, Admitad  may terminate this Agreement immediately at any time upon notice to the Advertiser in the event of any one or more of the following:

10.3.1. In the specific circumstances set out in this Agreement;

10.3.2. The Advertiser commits a breach of this Agreement;

10.3.3. Any event of insolvency occurs, including (but not limited to) the Advertiser being unable to pay their debts, making any arrangements with creditors, a petition for winding up is filed, an administrator is appointed;

10.3.4. The Advertiser suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

10.3.5. The Advertiser Website is inoperative;

10.3.6. There is a change of control of the Advertiser account or related business

10.4. Following termination of this Agreement, Admitad has the right to re-direct visitors promoting the Advertiser’s Programs to whatever destination it sees fit.

10.5. The Advertiser shall maintain Tracking Codes and Pixels in place for a minimum of thirty (30) days following termination. Any late conversions, commission or Advertiser fees earned during the notice period will continue to be payable by the Advertiser to Admitad Network.

11. Non-Disclosure

11.1. The Advertiser or Admitad may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party. The receiving party agrees to make commercially reasonable efforts, but in no case less effort, than it uses to protect its own confidential information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party.

11.2. The receiving party agrees not to disclose or dissipate the confidential information without prior express written consent from the other party in each instance. The term ‘confidential information’ shall not include information that is, or becomes, part of: the public domain through no action or omission of the receiving party; that becomes available to the receiving party from third parties without knowledge by the receiving party of any breach or violation of fiduciary duty, or that the receiving party had in its possession prior to this Agreement.

12. Final Provision

12.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Germany.

12.2. In case any dispute arises and cannot be settled by the Parties in an amicable way, the District Court of Stuttgart (Landgericht Stuttgart) shall be competent for resolving such dispute.

12.3. The Advertiser use of the Admitad Network is irrefutable acknowledgement by the Advertiser that s/he read and agreed to each and every term and provision of this Agreement.

12.4. Admitad reserves the right to amend and update this agreement at any time, by posting written notice of the changes on the Admitad Network or by an email.

12.5. The use of the Admitad Network by the Advertiser after making changes to this Agreement indicates the Advertiser’s consent to the changes and willingness to assume the obligations specified in this Agreement. Disagreement with the changes in the Agreement entails the termination of this Agreement, as well as the termination of work with the Admitad Network.

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