Terms for advertisers

This Agreement is between you, the Advertiser (“Advertiser”), and admitad GmbH, registered and incorporated in Germany with a registered office at Lise-Meitner-Str. 8, 74074 Heilbronn (“Admitad”, “Partner Network”).

1. Introduction

1.1 Admitad provides you, as an Advertiser, with the ability to post Ads (as defined below) for distribution through the Admitad Network, as defined herein, subject to your compliance with the terms and conditions of the Agreement. By enrolling as an advertiser, the Advertiser, the Advertiser’s agents, representatives, employees, and any other person acting on the Advertiser’s behalf with respect to the use of 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 otherwise noted:

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

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

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

– An “Advertiser” is a business that chooses to promote its own products and/or services on the Admitad Network in accordance with the terms and conditions of this Agreement.

– “Ads” are promotions 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” are any products or content designed to market a company or its products and services to potential customers.

– “Tracking Solutions” are tracking technologies that record information about tracked conversions, reports, stats, rates, payments, or any other type of Program data. The most commonly used Tracking Solutions are via the following integrations: TagTag, GTM TagTag, server-to-server, plugin, XML, API, mobile (in-app), Google Analytics API, offline, old pixel, and 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 sign-up page on the website Admitad.com. 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 the Advertiser’s 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 herein.

3.3. Approval and acceptance of an Advertiser are at the sole discretion of the 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 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, the Advertiser will be required to complete a Know Your Customer (KYC) validation process. This involves the submission of two (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, which has full discretion to evaluate whether the documentation provided is both genuine and accepted. Admitad reserves the right to request further documentation for any specific Advertiser and reserves the right to refuse the Advertiser.

3.6. Advertisers will also be required to provide a billing address to the Admitad Network. This address will be verified by the Admitad compliance team.

3.7. Advertisers may be requested to make a test bank transaction for validation purposes, the amounts of which will be credited toward 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 written document signed by both Parties, including but not limited to the corresponding Insertion Order (IO), may change, modify, or amend the terms and conditions of this 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 the Company agrees to provide, the services identified and set forth in the Agreement (“Services”).

4.2. Subject to the terms and conditions of this Agreement, the Advertiser will be permitted to create a Program on admitad.com 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: libellous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez, 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

4.4.3. Engage in any illegal activity of any type

4.4.4. Offer any goods or services or spam that 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 email or break other applicable laws regulating commercial email and digital communications

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

4.4.7. Distribute, sell, disclose, market, or in any way distribute data that the Advertiser owns or possesses 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 an Advertiser Website. The Advertiser will remain fully responsible for the Advertiser’s website content and the goods and/or services promoted and/or sold from that website (including and without limitation to compliance with the same and all applicable laws, regardless of the Advertiser’s location). Admitad is not responsible, under any circumstances, for the practices of any specific Advertiser or Publisher or for the content of the Advertiser or Publisher’s websites, posts, 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 and without limitation to legal costs), claims, losses, damages, defamation, and awards suffered or incurred by Admitad in relation to Advertiser Website content, posts, emails, or similar communications and the goods and/or services promoted and/or sold from the Advertiser Website, including and without limitation to any and all claims, losses, damages, and/or awards against Admitad with respect to 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 the Advertiser offers in each specific territory that the Advertiser chooses 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 not accept any responsibility for unwanted actions or Publishers’ traffic that comes through an Advertiser’s Program(s) based upon the Advertiser’s settings.

4.9. The Advertiser warrants and represents that: (a) the Advertiser has all rights, titles, and interest in and to the Ads; (b) the use of the Ads and Marketing Materials by Admitad and its Publishers as laid out and authorized hereunder will not infringe on any copyright, patent, trademark, trade secret, or other proprietary right(s) 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. The Advertiser Program Details of the Advertiser Program and any Programs shall be contained within the Advertiser’s Program listing on the Admitad Network. The Advertiser shall independently fill out the data about the Advertiser’s Program (rates, types of traffic, hold time, Post Click Cookie lifetime, etc.). If the Advertiser Program Details change, the Advertiser must contact Admitad at the email address ________. The Advertiser’s Program segmentation and specifications will be published in the Admitad Network review. Any update or revision to the Advertiser’s Program may trigger a new review by Admitad Network. Notwithstanding the preceding, nothing contained on the Advertiser listing may conflict with Admitad’s Terms and Conditions, and any conflicting terms and conditions shall be void.

4.11. The placement of 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 to remove at any time any of the Advertiser’s Ads or Marketing Materials if Admitad determines, at its sole discretion, that the Ad or any portion thereof violates any of Admitad’s policies and/or terms and conditions or may result in liability for the Admitad Network. Admitad has the full rights to reject any URL link embedded 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 the Advertiser’s website or website content and all trademarks, service marks, trade names, and/or copyrighted material and all other intellectual property rights from each of the Advertiser’s websites and/or subscription email for the limited purposes of promoting the Advertiser’s Program. This is subject to the terms and conditions of this Agreement. The Admitad Network shall 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. Technical integration between the Advertiser and Admitad will need to be conducted in order to ensure that the Admitad tracking system may function properly.

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

5. Payment Model and Reporting.

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

5.2. For the purpose of leads confirmation, Admitad shall also provide a monthly report to the Advertiser via email before the fifth day (in the event that such a day falls on a statutory holiday or weekend, it shall be postponed to the first working day after the holiday or weekend) of the month following the reporting month. The Advertiser must confirm the numbers therein. If the Advertiser does not confirm the numbers within 30 days, Admitad may suspend the Advertiser until the data are confirmed. The Advertiser should confirm the numbers no later than ninety (90) business days following the day when the monthly report was sent by the Admitad Network. Without confirmation, all leads contained in the report shall be considered approved upon the expiration of the said period 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 tax laws applicable where that Party operates. All fees due to Admitad under this Agreement are exclusive of VAT. If VAT is applicable, such applicable VAT shall be borne by the Advertiser. Fees paid by the Advertiser to Admitad shall be made clear of and without deduction of VAT. If a reverse-charge mechanism applies, or if Advertiser must withhold VAT in the country where it is VAT registered, the Advertiser shall provide the Advertiser’s VAT number to Admitad and shall be liable to account for and pay such VAT to the relevant tax authorities. All payments of fees 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 Admitad’s tracking system in order to account for the services provided hereunder and register the Advertiser’s leads and process the statistics, inter alia. The aforesaid system data will be used to determine the scope of the services provided and estimate the price thereof unless otherwise provided for by the Parties.

6.2. Advertisers shall ensure that Tracking Solutions are kept in place on the Advertiser’s end until this Agreement has expired or has been terminated. The Tracking Solutions must remain in place at all points of sale, including online and by telephone and/or 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 allow the source of the sale to be identified. Without prejudice to Admitad’s other rights and remedies, failure to do so shall be considered a breach of contract by the Advertiser and will entitle Admitad to suspend the Advertiser’s 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 costs incurred by Admitad and any relevant Advertiser fees together with the average Publisher’s Commission earnings over a four-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 end users. In addition, the Advertiser agrees to pay Admitad in full against all services performed under this Agreement, regardless of any fraudulent activity by a consumer or the Advertiser.

7.2. Admitad will make every effort to distinguish and stop fraudulent Publisher activity. However, the Advertiser shall make every effort to monitor Publisher traffic activity and apply appropriate voiding procedures immediately if the Advertiser feels a fraudulent practice is being used. Admitad shall not have any liability to the Advertiser (whether by contract, tort, negligence, or otherwise and howsoever arising) for any losses, costs, claims, damages, or awards incurred by the Advertiser with respect to 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 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 indemnify Admitad Network, its Publishers, and their respective directors, officers, employees, and agents from and against any costs (including and without limitation to 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 regarding the goods and/or services supplied by and/or sold by the Advertiser; claims, awards, and/or judgments from any authority with respect to the Advertiser’s supply of goods, services, and/or website content; the content of the Advertiser’s website or any incorrect information given to Admitad by the Advertiser; and/or 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 website, 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 by 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 (such as the loss of profit, loss of contracts, loss of reputation), 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 access to the service; infringements on data or loss of data on the information handling system; defects in the security system, viruses, or other harmful software components; any deletion, removal, deactivation, or tampering by a third party with the Publisher and/or 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. To the extent permitted by applicable law, Admitad shall not be liable (whether by 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 by 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 but not limited to flood, fire, act of government, and/or failures of telecommunications and internet service providers.

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

10. Termination

10.1. Either Party may cancel this Agreement or an IO by giving written notice to the other Party thirty (30) business days in advance. 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 will 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’s requirements, fails to provide documentation requested by Admitad, or as Admitad otherwise reasonably determines, including but not limited to any malpractice, late payment of commission or Advertiser fees, or any breach of these terms and conditions. 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 the Advertiser’s debts, making any arrangements with creditors, a winding up petition being filed, and/or an administrator being appointed

10.3.4. The Advertiser suspends, 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 shall have 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 of this Agreement. Any late conversions, commission, or Advertiser fees earned during the notice period will continue to be payable by the Advertiser to the 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 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 Provisions

12.1. This Agreement and any dispute or claim arising out of or in connection with it, 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 the event that a 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’s use of the Admitad Network serves as an irrefutable acknowledgment by the Advertiser that the Advertiser has read and agrees 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 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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