General terms and conditions for the affiliate network retailAds (TAC)
§ 1 Preamble
1. The company retailAds GmbH & Co. KG - subsequently referred to as “retailAds” - provides under the URL https://www.retailads.net a platform for the technical handling of online cooperations.
2. The contracting party wishes to use these services either as an affiliate (publisher) or as a provider (merchant / advertiser) of an affiliate program. The contracting party is fully capable of acting or is represented by a legally competent legal representative.
3. retailAds receives remuneration for its services in accordance with the correspondingly valid individual merchant contract.
4. This conditions regulate the cooperation between retailAds and the contracting party as well as the cooperation between the participants (publishers) and the providers (merchants / advertisers) of affiliate programs subject to deviating regulations between these. The cooperation between retailAds and the contracting party remains unaffected by such deviating regulations, the conditions agreed here always apply. In addition, the terms and conditions on the placement of advertising set by the merchants in the program description apply.
5. With the registration as publisher or merchant at retailAds, a contractual relationship is established.
6. By accepting a publisher's application for an affiliate program, a further contractual relationship between the publisher and the corresponding merchant will be established. For the purpose of this contract, these terms and conditions also apply, unless otherwise agreed between these two parties.
7. The following definitions apply to the scope of these Terms and Conditions:
Affiliate Program: An agreement on the performance-related billed placement of Merchants' advertising material on the publisher's website.
Advertisement: All advertising material provided by retailAds of a merchant, the use of which is tracked by retailAds and by which the users of the websites of the publisher are to be animated to use offers of the merchant.
Performance and Performance-based billing: The publisher will only receive a reimbursement of advertising costs if the advertising material placed on the publisher's website achieves the successes previously agreed with the merchant. These successes are the basis for the billing of advertising reimbursements (affiliate commissions) via retailAds. These can be the following successes:
Display (Pay per View): Display of an advertisement provided by the merchant on the advertising space of the publisher
Click (Pay per Click): The merchant's advertising material uses a hyperlink to direct the visitor to the merchant's website. Each forwarded visitor is considered a success.
Call (Pay per Call): The visitor calls a special phone number provided by the merchant, which is assigned to the publisher.
Lead (Pay per Lead): The registration of a user on the website of the merchant. Every registration of a user with the merchant, who was advertised on the publisher's website by means of advertising material, is considered a success. Another action on the Merchants websites, such as the implementation of a tool offered by the merchant or the download of a mobile application, can be defined as a lead.
Sale (Pay per Sale): The advertising on the pages of the Pulisher leads to a purchase or order process on the pages of the merchant. Success is considered a completed and paid purchase by publisher-mediated clients.
Period (pay per period): Integration of an advertisement provided by the merchant for an agreed period on the publisher's website.
Advertising fee reimbursement (commission): The payment of an expense allowance by the merchant to the publisher, which is calculated on the basis of the publisher's success counted and recorded by retailAds as a service provider.
Informational Point: The legally binding time for the submission of information to publishers and / or merchants. The time is determined by the transmission of information to the publisher / merchant, which is logged by technical means.
§ 2 General
1. The (program-specific) conditions provided under retailAds apply in each case. retailAds reserves the right to change these conditions at any time.
2. The contractual partners are informed in good time by e-mail about changes in the conditions for existing contractual relationships. Failure to object to the changes shall constitute acceptance of these changes. If contractual partners expressly object to the changes, the contractual relationship is terminated. Details are regulated by § 10.
3. Any provisions deviating from these conditions shall only be recognized by retailAds if this acknowledgment has been made in writing and signed by an authorized representative of retailAds.
§ 3 Publisher
1. The publisher promotes the merchant, the merchant pays the publisher a performance-related advertising reimbursement (commission). The amount of this refund varies from program to program and is published on the website of retailAds. Merchants are entitled to change the terms of their affiliate programs at any time.
2. Changes will be immediately notified to publishers by retailAds as well as posted on the website of retailAds. retailAds assumes no liability for any disadvantages incurred by the publisher due to changes in the program condition. In particular, retailAds is not in principle liable for damages for reduced advertising cost refunds, which are due to transactions on the publisher's website after the date of notification of this change (informational point).
3. The publisher undertakes to keep his contact details stored on retailAds, in particular the e-mail address, up-to-date at all times. Disadvantages to the publisher of late information due to out of date or incorrect contact information are the sole responsibility of the publisher.
§ 4 Merchants (Advertiser)
1. The Merchant advertises its offers through retailAds mediated publishers. The merchant pays the publishers a performance-related advertising reimbursement (commission). The amount of this reimbursement as well as the basis of success is determined by the merchant solely responsible for each individual affiliate program. The respective conditions are available at any time on the pages of retailAds.
2. The decision to accept or reject a publisher application is up to the merchant. A contract between Merchant and Publisher is considered closed upon acceptance of the Merchant's application. It is the merchant's responsibility to verify the legality of the publisher's website before accepting a publisher's application. RetailAds assumes no liability for the legality of the publisher's websites.
3. Merchants are entitled to change the terms of their affiliate programs. In this case, the Merchant is obligated to notify changes in the terms of the program at least 24 hours before the scheduled entry into force of retailAds and the accepted publishers in writing, for example by newsletter.
4. Under program conditions that require this, the Merchant is required to customize its Internet pages so that retailAds can successfully log business transactions on these pages. retailAds supports the merchant with suitable code parts for these adjustments. If the Merchant violates this obligation, it is obliged to settle the resulting damage in a suitable manner, ie to reimburse publishers for the successes usually incurred in the period of non-functioning logging. The typical successes are calculated using the average per-click earnings of each affected publisher over a comparable period of time and converted to the clicks generated during the affected period.
5. A virtual transaction account is set up for the merchant to pay the publisher's fee. The transaction account of the merchant must be loaded before each start of the program. Subsequently, the merchant must ensure that the balance of his transaction account does not fall below a minimum amount. For programs with lead or sale compensation, this amounts to at least 90% of the successes not yet approved by the merchant plus the commission payable to retailAds. For all other types of remuneration, the minimum sum is set so that program operation is guaranteed for an average success rate of at least 7 days.
6. Credit balances on the transaction account are not interest-bearing.
7. Achievements recorded by retailAds within the meaning of these Terms and Conditions shall be reviewed by the Merchant within a processing period of 30 days, unless they are clicks within the meaning of these Terms and Conditions. If the merchant raises no objections to the recorded achievements, he has to release them. Only after the release are the publishers credited with the appropriate compensation. If the recorded achievements are neither confirmed nor canceled by the merchant within the specified period, but at least after 90 days, retailAds will automatically approve them and credit them to the publishers. In justified individual cases it is possible to deviate from the mentioned processing periods. This requires prior approval by retailAds. The merchant agrees to pay the costs of the leads / sales beyond the balance of his transaction account. In this case, retailAds is entitled to charge the merchant for the costs incurred beyond the credit balance.
8. The merchant commits himself to pay the publishers of retailAds at least the same standard commissions as with other affiliate connection possibilities of the merchant. If a publisher receives individual commissions for another affiliate connection option, he also has the option of choosing this at retailAds. If the merchant and retailAds do not stipulate the partner commissions but total commissions, the total commission increases in the case of an adjustment becoming necessary under this regulation to the commission to be paid to the publisher in accordance with the above regulation plus the network commission of 30% respective commissions paid to publishers.
9. All commissions and fees exclude VAT at the rate of 19%.
§ 5 Affiliate Programs
1. The merchant provides retailAds with suitable advertising media in the form of hyperlinks or other codes when setting up the affiliate program. For this purpose, the advertiser grants retailAds and the respectively accepted publisher a simple, non-exclusive, non-transferable, worldwide right of use limited to the term of the contract and limited in terms of content to the purpose of the contract.
2. retailAds will deliver these advertising materials in a suitable modified form to the publishers.
3. An integration of the advertising material is the sole responsibility of the publisher. This applies in particular to the placement and frequency of involvement. Both the merchant and retailAds will only influence this if their economic interests so require.
4. The publisher's sole responsibility also includes the correct technical integration of the advertising material into the publisher's website. retailAds is not liable for disadvantages that the publisher incurs due to incorrect or incomplete integration of the advertising material.
5. The publisher is in no way entitled to change the codes made available to him in any way, for whatever reason and with which objective. Furthermore, the publisher is not entitled to use the codes made available to him in any other than intended manner, even if this should be technically possible.
6. The inclusion of the codes made available to the publisher for the purpose of advertising for offers of the merchant must not take place in such a way that the users of the web pages of the publisher obtain additional use in addition to that sought by the merchant by performing actions in connection with this advertisement , This applies in particular to the use of advertising material as an SMS submission button and the use of advertising media in environments that promise users to participate in the revenue they generate. In case of doubt, the merchant is to be informed of the planned manner of use and must expressly agree to this.
§ 6 Registration and Application
1. A claim for admission to retailAds does not exist.
2. Prerequisite for participation in retailAds is the acceptance of these conditions of participation as well as the explicit permission of the publisher by retailAds. To do this, publishers must apply to retailAds, stating the relevant data.
3. Only websites that are registered with the notifying publisher or that the registered publisher is authorized to use may be registered. The registered websites must contain a complete imprint in accordance with the applicable legal provisions.
4. The Publisher warrants that the advertising spaces he has registered as well as the advertising material and other data transmitted by him do not violate the statutory provisions of the Federal Republic of Germany. In particular, a) Content that violates the rights of third parties, in particular copyright, name or trademark rights, that are b) violent, pornographic, endangering or harmful to minors, or that may not be made public, and c) any input that viruses may make are inadmissible , Trojans or other similar programs designed to damage, erase, secretly intercept data or systems or otherwise interfere with the operation of retailAds. Insofar as retailAds is exposed to claims of third parties for such contents, the causative publisher releases retailAds from these claims (including the legal costs and legal costs incurred by law).
5. The publisher must first apply to participate in affiliate programs with the merchant. This application is made via the platform of retailAds. Only when the application of the publisher has been accepted by the merchant, the merchant is entitled to place the advertising material of the merchant on its Internet pages and to claim the advertising costs for this. Merchants may exclude a publisher from participating in an Affiliate Program for any reason at any time. The publisher is automatically informed by a subsequent exclusion from a partner program of retailAds. The merchant reserves the right to exclude registered websites of publishers from the use of the retailAds platform even in the case of suspected dissemination or toleration of content pursuant to paragraph 1.
6. When sending e-mails or newsletters with advertising for retailAds and / or the affiliate programs and / or services offered by retailAds, the publisher shall ensure that this is observed in compliance with the legal requirements, in particular § 7 UWG ( "Spam") as well as the current jurisprudence, ie, this is done only to users who have specifically agreed to receive this e-mail (Double-Opt-In).
§ 7 Advertising reimbursement
1. The merchant pays the publisher a performance-related advertising reimbursement.
2. A claim for reimbursement of advertising costs exists only if successes in the sense of these conditions exist, these were successfully logged by retailAds and these were not subsequently canceled by the merchant. Only the merchant decides on the existence of a success. retailAds merely provides the technical platform for the settlement and information for the decision making of the merchant. A payment by retailAds will only be made if the advertiser's transaction account is covered and there is no violation of these conditions of participation.
3. Upon confirmation of the merchant's success, the agreed advertising reimbursement plus commission for retailAds will be deducted from the merchant's transaction account and credited to the publisher.
4. A rejection of a claim for reimbursement of advertising costs by the merchant in no way constitutes a claim against retailAds.
5. The payment of the reimbursement of advertising costs to the publishers is generally made by transfer to an account in the SEPA area, indicating the corresponding IBAN and BIC by the publisher. Payments by foreign transfer or similar are optional, as long as the publisher pays the costs. In principle, payment will only be made if the publisher's credit account at retailAds has a balance of at least 50 euros. Credit balances on the accounts at retailAds are not interest-bearing.
6. retailAds only appears to the publishers as a technical service provider and trustee. Provisions of the publisher may only be claimed against the merchant.
7. The publisher declares his consent to the billing of the advertising cost reimbursement in the credit note procedure, ie that instead of an accounting by the publisher a credit note of retailAds is created. The credit account of a publisher does not earn interest.
§ 8 Tampering
1. As a manipulation in the sense of these terms and conditions basically any attempt to bypass the accounting systems of retailAds with technical or other means. This includes, among other things, the use of the advertising material made available by the merchant in the publisher's websites which have not been activated, and the modification of the codes supplied by retailAds for their integration. Furthermore, any violation of §5 (5,6) of these terms and conditions is considered manipulation.
2. Attempting to manipulate the platform in any way automatically results in immediate suspension of the publisher. This eliminates all claims to the purchased credit. If a publisher deliberately attempts to manipulate the statistics and thus the amounts to be paid out by appropriate manipulation attempts, a contractual penalty of € 1000 plus statutory VAT is due for each attempt to be made. The same applies if a participant who has already been excluded due to a breach of contract acts again under a false name. The contractual penalty must be paid to a nonprofit organization to be determined by retailAds. retailAds reserves the right to take legal action against publishers who have been blocked for manipulation and to claim any economic damage that may have been caused.
3. Any attempt to circumvent, manipulate or otherwise influence retailAds's systems, technologies, scripts, codes, billing mechanisms and principles is prohibited and may result in criminal charges against the party responsible for fraud or attempted fraud.
§ 9 Liability and Warranty
1. retailAds provides its services, systems, technologies and solutions to the best of its knowledge and belief and within the scope of its technical capabilities. A guarantee for the timeliness, correctness, completeness or quality of the information provided, as well as for a faultless and uninterrupted usability of the services, systems, technologies or solutions is not accepted.
2. retailAds expressly informs the publishers that any data and information provided by retailAds will be obtained from third parties. A review of all information and data provided by third parties is not possible retailAds. Data provided by retailAds itself has been researched with the utmost care. In addition, retailAds carefully selects the information and data providers and carries out control measures where possible. These control measures can only be taken on a random basis due to the large amount of information and data provided and the constant updating. RetailAds therefore does not warrant the accuracy, completeness and timeliness of the data and information obtained from third parties. Product data are provided by the merchant, retailAds can not accept any liability for them due to the large size and the current updates.
3. retailAds is not liable for damages caused by the use of advertising material. For the technical and content design of the advertising materials, the merchants alone are responsible.
4. retailAds is only liable for damages resulting from the breach of essential contractual obligations or the lack of warranted properties. In addition, retailAds is liable - regardless of the legal grounds - under the Product Liability Act or, if the damage has been caused by gross negligence or willful misconduct.
5. retailAds sets hyperlinks to other websites on its website. For these links applies: retailAds expressly declares that it has no influence on the design or content of the linked pages. retailAds expressly does not endorse these contents and expressly distances itself from these contents. This declaration applies to all on the sides of retailAds set left and also for all contents of the linked sides.
§ 10 Duration and End of Contract
1. Contractual relationships, which are concluded on the basis of these conditions between retailAds and its contractual partners, are established for an indefinite period.
2. Publishers are always entitled to terminate the cooperation with all or only individual merchants and the cooperation with retailAds. Existing credit balance of the publisher will be paid to the publisher upon termination of the contract without any deductions.
3. Termination of a publisher's collaboration with all merchants is not the same as ending the collaboration with retailAds. This must be done separately.
4. retailAds is entitled at any time to block publishers in accordance with §§ 6 and 8 and thereby exclude them from using the platform permanently.
5. Merchants may terminate their collaboration with any or all publishers. The notice period of the merchant is 4 weeks to the end of the month, if not otherwise regulated by contract. Remaining commission claims of publishers are to be fully settled by the merchant even after the end of the contract period (in particular, followers corresponding to the tracking term and not yet processed transactions). Upon termination of the cooperation with retailAds, the merchant's transaction account will be debited with the advertising reimbursements and commissions accrued up to the time of termination of the co-operation as well as any credits still to be credited, and any remaining credit remaining thereupon will be reimbursed to the merchant.
6. Termination of cooperation of a Merchant with all publishers is not the same as ending the cooperation with retailAds. This must be done separately.
Changes to these terms and conditions are possible at any time. They will be announced with a notice period of two weeks and made accessible to all concerned in an appropriate manner. Unless there is an express, written objection within 6 weeks, the new terms and conditions are considered accepted.
The parties undertake to indefinitely and without perpetuity any and all business and other business information and knowledge of the other party made available to them in connection with this contract, which are designated as confidential or otherwise recognizable as the business and trade secrets of a party Beyond the conclusion of the contract to keep secret and - unless required to achieve the purpose of the contract - neither record nor pass on or exploit.
1. retailAds complies with the provisions of the Federal Data Protection Act (BDSG) and all other data protection regulations.
2. retailAds collects, stores and uses personal data exclusively for the fulfillment of the contractual relationship with the contracting party and does not pass these on to third parties. RetailAds uses personal data to maintain the partnership as well as to send up-to-date reports to retailAds or affiliate programs listed there.
§ 14 Applicable law and jurisdiction
1. Both these conditions and all other agreements of the contracting party with retailAds as well as the agreements between the merchants and the publishers are subject to the law of the Federal Republic of Germany.
2. Exclusive jurisdiction is Nuremberg. retailAds, however, reserves the right to bring an action in another jurisdiction.
§ 15 Severability Clause
1. Should individual provisions of this contract be or become ineffective or unenforceable, this shall not affect the validity of the remaining provisions of this agreement. The provision in question should then be replaced by a provision which comes closest to the economic purpose of the original provision.