1. GENERAL PROVISIONS
1.1. admitad GmbH (hereinafter “Admitad”), registered at Lise-Meitner-Str. 8, 74074 Heilbronn, Germany, manages the Affiliate Network at www.admitad.com and provides the Publishers with the opportunity to work with Affiliate Programs of the Advertisers of the Admitad Affiliate Network. To participate in the Admitad Affiliate Network, the Advertisers agrees to unconditionally comply with this Public offer (hereinafter the “Agreement”).
1.2. The participants of the Affiliate Network are Advertisers, Publishers, and Admitad.
Advertisers are the persons who define the terms of Affiliate Programs and provide opportunities for advertising their goods and services through various advertising media and the provision of referral links or other Ad Creatives. Advertisers provide links to their advertised products and if it’s necessary Advertiser provide such as graphic banners, text links, XML product catalogs, and other types of Ad Creatives.
Publishers are the persons placing Ad Creatives at their declared Ad Spaces.
1.3. By submitting the registration form on website https://tapfiliate.com/ or confirming acceptance of this offer by email, the Advertiser is acknowledging Agreement. Thus, the Advertiser is accepting the Agreement on using the services of Admitad as described below.
1.4. This Agreement does not require the signature or seals, while having the legal force of the signed and sealed document.
1.5. In view of the foregoing, the Advertiser must carefully study the text of this Agreement. In the event that the Advertiser does not agree with any terms and conditions, the Advertiser may refuse this Agreement.
1.6. Carrying out the Acceptance of the Offer in the manner specified in Cl. 1.3. of the Agreement, the Advertiser agrees, fully and unconditionally accepts all the terms of the Agreement in the form in which they are stated.
2. THE SERVICES
2.1. The Admitad will provide the following services to the Advertiser, within the term, subject to conditions, and in accordance with the procedure set forth herein (the “Services”):
- place the Advertiser’s advertising materials (the “Advertising materials”) on the Internet websites in order to attract end clients to Advertisers products or services through the Publishers, working with Admitad;
- to create Advertisers offer on Admitad website based on information which Advertiser place on their program settings and questionnaire form in https://tapfiliate.com/.
2.2. The Parties hereby agree to use the Tapfiliate’s Internet advertising and audit management system (the “Tracking system”) in order to account the rendered Services, and inter alia, register the Advertiser’s leads and process statistics. The aforesaid system data will be used to determine the scope of the rendered Services and estimate the price thereof.
3.1. Advertiser shall pay the fee to Admitad for the rendered Services as per the Services Details agreed in this Agreement and in Advertisers their program settings on https://tapfiliate.com/.
3.2. Advertiser should approve or disapprove every conversion during the approval period lasting for 45 days from the date of conversion registration. After the approval period the conversion’s statuses are finalized, sent to Admitad and can’t be changed. After the approval period all conversions in pending status are considered to be approved, the status is sent to Admitad and can’t be changed.
3.3. 100% of the amount payable will be paid within 30 сalendar days after the period specified in clause 3.2. The Advertiser undertakes to cover payment of the commission for the payment transfer.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Admitad shall:
- commence the placement of the Advertising materials on the Internet websites to the extent specified by the Admitad and at its sole discretion;
4.2. The Admitad shall be entitled to:
- reject the acceptance of an order and placement of the Advertising materials, should an activity advertised by placing the Advertising materials be in conflict with the German law, and inter alia, contain any elements of improper advertising, and/or explicitly violate generally accepted moral and ethical standards;
- engage any third party, including the advertising distributors, to render Services.
- terminate this Agreement unilaterally within an out of court procedure, should the Advertiser commit a material violation hereof.
4.3. The Advertiser shall:
- appoint a duly authorized representative to settle current issues concerning the Services;
- pay for the Services in due time and in full, as provided by this Agreement;
- provide the Admitad in due time with all information and materials required for the implementation hereof and meeting the requirements of German law and all other applicable laws and regulations;
5. INTELLECTUAL PROPERTY
5.1. The Advertiser hereby grants the Admitad a limited royalty-free, worldwide, non-exclusive and non-transferable right during the term of this Agreement to use Content and any of Advertiser’s trademarks, trade names, logos, website contents, heading, and other identifying or distinctive marks and names, only for the purpose of Services. For purposes of this Agreement “Content” means images, logos, sounds, videos, words, URL, sentences, and/or other creative elements supplied by Advertiser to the Admitad as advertising material.
5.2. The Advertiser warrants that Content does not: (a) violate any third party’s trade secret or intellectual property rights; (b) contain material that is defamatory or obscene, that portrays any person in a false light, constitutes an invasion of any privacy right, or that otherwise violates any third party rights; or © violate any applicable laws and regulations.
5.3. Each Party shall retain ownership of its respective pre-existing intellectual property rights and does not transfer any of intellectual property rights under this Agreement.
6.1. Each Party agrees not to disclose all or any part of the information considered as confidential (the “Confidential Information”) to any third party or otherwise seek to exploit all or any part of such information without the prior written consent of the other Party.
6.2. The Parties acknowledge that an unauthorized disclosure or use of Confidential Information by a Party may result in immeasurable and irreparable harm or damage to disclosing Party and monetary damages alone would not be adequate. If there is a breach or threatened breach to this Section, the disclosing Party shall have, in addition to any and all remedies at law, the right to seek for specific performance and other injunctive and equitable relief to protect its Confidential Information.
7. GOVERNING LAW AND DISPUTE RESOLUTION
7.1. It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with German law.
7.2. If the Parties fail to settle any dispute by means of negotiations, it will be finally resolved by the state Court in Stuttgart, Germany.
8. LIMITATION OF LIABILITY
8.1. Notwithstanding anything contained herein, neither Party shall be liable for any indirect, incidental, special, exemplary, or consequential damages of any kind and however caused or for business interruption or loss of profits, business opportunities, or goodwill arising hereunder, even if the other party has been advised in writing of the possibility of such damages.
8.2. Nothing in this Agreement shall limit or exclude the liability of either Party, provided that the claims giving rise to liability arise out of:
i. infringements of life, body or health; or
ii. the assumption of a guarantee or of a procurement risk; or
iii. intentional or grossly negligent conduct of the Party or of its statutory agent or other persons which such Party may from time to time engage in the performance of its obligations under this Agreement.
8.3. Unless where the Party’s liability is unlimited under par. 8.2 above, the liability of either Party to the other Party shall, whether arising out of contract or statute, be limited to the amount of 50,000.00 EUR.