1. For contracts between the Audience Serv GmbH (hereinafter "Audience Serv") and their customers, these terms and conditions apply exclusively. Terms and conditions of the customer are hereby contradicted. Audience Serv shall not recognize any conflicting or deviating conditions of the customer, unless Audience Serv has expressly agreed to them in writing.
2. These General Terms and Conditions apply to all contractual relationships, including all future contracts.
3. Audience Serv is entitled to change these terms and conditions with effect for the future business relationship with the customer after notification. The change will be considered approved if the customer has not submitted a written objection to Audience Serv within two weeks of notification of the change. Audience Serv will point this out in the announcement.
4. Audience Serv markets online advertising on websites on the Internet or via e-mail marketing through its network. Audience Serv enables the entire process of planning, placing and monitoring online advertising on online advertising space.
§2 offer & contract
1. Offers by Audience Serv are always non-binding and subject to change.
2. Orders of the customer are binding. Audience Serv may accept this within two weeks of receipt, either in writing by an order confirmation, verbally or by commencement of performance.
3. Audience Serv reserves the right to refuse orders without giving any reason or cancel current campaigns. In the case of a rejection of an order or the termination of a campaign, the customer has no claims for damages or any other claims against Audience Serv.
4. Audience Serv is entitled to make the delivery or delivery of advertising material dependent on an advance payment and, if applicable, the settlement of outstanding invoices.
5. Unless otherwise agreed, no cancellation is possible for already booked campaigns.
6. Audience Serv receives a commission from the customer for its services. The commission may be based on the following remuneration models: a. Commission CPM: The customer pays Audience Serv a pre-determined amount per insertion or per e-mail of a promotional item that belongs to the customer's campaign. In orders, the commission is stated in CPM (per 1,000 impressions).
b. Provision CPC: The customer pays Audience Serv a pre-determined amount per click of a visitor to a promotional material of the campaign from the customer.
c. Commission CPL / CPA: The customer pays Audience Serv a pre-determined amount per user action. Before concluding a contract with Audience Serv, the customer determines what action a visitor must take to ensure that the lead can be accepted as valid. An action may be e.g. enrolling in the customer's newsletter, downloading software, completing and submitting a survey, or doing something completely different.
d. Commission CPO: The customer pays Audience Serv a predetermined percentage of the revenue generated by Audience Serv. This is always the case when a visitor recruited by Audience Serv makes a purchase on the customer's website. The Audience Serv commission is then calculated according to the specified percentage of the net order value of the recruited customer.
e. Commission Fixed Price: The customer pays Audience Serv a pre-determined fixed price.
f. There are also combinations of commission models possible. A subsequent change in the commission amount is only possible by separate agreement between the customer and Audience Serv in individual cases and requires the written consent of Audience Serv.
G. Commission type, amount of commission (price) and other conditions are listed in the offer.
§3 Carrying out the campaign
1. Audience Serv takes over the delivery and distribution of the advertising material for all campaigns alone and independently. Audience Serv will deliver the advertising in its sole discretion or may discontinue advertising and campaigns if they fail to achieve the desired result.
§4 Lead and Sale campaigns
1. When placing lead and sale campaigns, it is necessary to include a specific tracking code in the customer's website. The tracking code must be installed in place of the website, from which the user action is deemed to have been carried out.
2. The tracking code will be sent to the customer via e-mail and must not be changed. Furthermore, it is not permitted to display the code only partially and in certain circumstances not to display it.
3. For the duration of the campaign and for 30 days beyond this, the customer must implement the named code properly in his website and not remove it before this deadline. This is necessary for the sake of proper billing.
4. Unless otherwise agreed in the offer, all leads or sales counted by Audience Serv through the tracking code are considered valid and must be provisioned. If the offer has been agreed that the customer is entitled to validate the leads and sales, all invalid leads and sales must be canceled by the 5th of the following month at the latest. Cancellations can only be made on the basis of OrderIDs and only with a reason for cancellation. Audience Serv must approve the conditions on when a lead or sales is canceled before the campaign begins. If the leads are not canceled after expiration of the deadline or if the reason for the cancellation is not comprehensible, the lead or sale is valid and must be provisioned.
5. In the event of culpable violation of the provisions of §4 by the customer, he shall forfeit a contractual penalty pursuant to §6 (6).
1. Relevant for the billing of the advertising measures are the systems of Audience Serv.
2. Audience Serv is entitled to invoice its compensation immediately after the conclusion of the contract and to begin payment after receipt of the service.
3. Should Audience Serv begin to perform without prior invoicing, Audience Serv may at any time submit an invoice for all or part of the performance and, if applicable, for the part to be rendered.
4. Unless otherwise agreed in the offer, the payment deadline is net, net 14 days.
§6 Warranty and liability, contractual penalty
1. Audience Serv will operate within the scope of its technical capabilities. An assurance of any kind cannot be given.
2. Audience Serv is liable for damages by Audience Serv or its legal representatives or vicarious agents against contractual agreements or stipulations in these Terms and Conditions only in cases of intent or gross negligence. This does not affect the liability of Audience Serv for damages resulting from injury to life, limb or health.
3. The liability of Audience Serv is in each case limited in amount to the amount that is measured for the period of the breach of contract according to the average monthly commissions of customers within the last 6 months, as far as the damage does not result from the breach of essential contractual obligations.
4. Audience Serv assumes no liability for the websites marketed by Audience Serv or the advertisements switched by Audience Serv. For the contents of the web pages the operator of the respective website is alone responsible. For the contents of the advertisement the respective customer is exclusively responsible. The fact that the mediation, switching and billing by Audience Serv does not give rise to any claims - even third parties - against Audience Serv or legal liabilities of Audience Serv towards third parties.
5. The customer indemnifies Audience Serv from any claims of third parties arising from advertising through violations of copyright law, the law against unfair competition, the trademark law, other fair competition and property laws or other protective regulations and applicable law asserted to Audience Serv. The customer will reimburse Audience Serv for all damages and costs (including reasonable legal costs).
6. If the customer culpably violates §4 of these General Terms and Conditions, a contractual penalty in the amount of EUR 10,000, - per violation is agreed. The contractual penalty will not count towards any damage suffered by Audience Serv as a result of the breach of contract.
§7 Final provisions
1. Verbal collateral agreements are not met. Changes, additions and additions are only valid if they are agreed in writing between the parties.
2. Should a provision of these Terms and Conditions be or become ineffective, this shall not affect the validity of the Terms and Conditions otherwise. The parties are obliged to replace the ineffective provision by an effective provision that comes closest to the economic purpose of the invalid provision. The same applies in the case of an oversight.
3. For all claims, the place of jurisdiction is Berlin. German law applies.
This translation is only to facilitate the understanding of the document, but has no legal value in a strict sense.
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