TERMS AND CONDITIONS
Contracting party is the AppAnarchy Ltd., 24 Carnaby Street, London (hereinafter referred to as AppAnarchy).
Clients are natural or legal persons who act in the exercise of a commercial or independent professional activity.
- Subject matter
- Contracts with AppAnarchy on the AppAnarchy Portfolio
- The subject matter of the contract is the placement of advertising space, the placement, discontinuation and broadcasting of advertising material on the advertising media provided for this purpose, in accordance with the order form on the AppAnarchy Portfolio (available at: http://www.AppAnarchy.com/).
- In addition, AppAnarchy offers the implementation of Permission Marketing Measures (“permission-based marketing”), for example mobile direct marketing.
- Contracts with AppAnarchy on Third Party Inventory
- AppAnarchy also offers third-party bookings that are performance-based in particular (such as CPM, CPI, CPC, CPL, CPO bookings). The third-party inventory is an advertising medium that does not fall under the AppAnarchy portfolio. AppAnarchy makes a careful selection of eligible partners for line items on the third-party inventory.
- Line items on third-party inventory and its scope of service are determined by mutual agreement on the order form.
- Unless otherwise agreed in the Advertising Agreement, AppAnarchy decides, at its own discretion, on which web media the advertising material will be placed on the third-party inventory. Therefore, there is no claim of the client to a specific placement or to a specific volume of media on a specific advertising medium. However, AppAnarchy will take due account of the client’s concerns. AppAnarchy is entitled to reject advertising for editorial or other reasons.
- AppAnarchy will not book advertising space on websites that exclusively or predominantly contain the following material: sexually explicit, offensive content, violence, discriminatory statements or representations regarding race, gender, religion, nationality, disability, sexual orientation or age, and radical political content.
- In addition, for the purpose of marketing and advertising its business, services or products, AppAnarchy will create sales materials such as media data, market reports, case study booklets, mailing campaigns, presentation materials or showcases.
For this purpose sample advertising media and animations (e.g. “banners”, “pop-ups”, “video ads”) are used and can be integrated into the internet (e.g.: www.AppAnarchy.com) Furthermore, the distribution as a print booklet on roadshows, Trade fairs and sales events, on digital data carriers, in advertising films, as well as in the AppAnarchy newsletter or in the context of lectures, presentations or other mailing campaigns.
Likewise, the use for the public relations work (for example, press releases, background articles and interviews) is possible (all measures hereinafter jointly referred to as “self-promotion”). The customer grants AppAnarchy the necessary rights in accordance with section 7.2.
- Exclusively these General Terms and Conditions (T&C) apply to all contracts as well as the prices agreed with the respective contractor for the advertising space booked in each case. Any special agreements arise from the individual orders.
Terms and conditions of the client are not part of the contract. This also applies in the event that the customer’s terms and conditions are accompanied by requests for quotations, orders, acceptance declarations, etc., and the respective contractor does not contradict these.
- Assurances of characteristics, special conditions of performance, verbal arrangements, by which these terms and conditions are changed or side or post contractual agreements are only effective if they are confirmed in writing by the respective contractor.
- Contracts with AppAnarchy on the AppAnarchy Portfolio
The order must be in writing. The contract is concluded with the confirmation of the client’s signed advertising order by AppAnarchy. AppAnarchy reserves the right to refuse to conclude a contract without stating reasons.
- Orders from agencies
- Agency orders are only accepted for named advertisers. The advertising of products or services by any other than the specified client requires in each case the prior consent of the respective contractor.
- Upon request, the Agency must prove that it has commissioned the respective contractor.
- Rights and obligations of the client
- The client is obliged to submit the agreed advertising material within the time agreed in the advertising order, at the latest three working days before the start of the circuit in the agreed format. The advertising materials are to be delivered free of viruses or other sources of damage. The shipping costs are borne by the customer.
- The respective contractor allows the client, with a separate agreement in the advertising order, to integrate a so-called external AdServer for the delivery of the advertising material. In this case, the client is obliged to submit the redirect tags (link URL, advertising invitation) within the time agreed in the advertising order, but no later than 3 working days before the placement in the agreed form. The client guarantees the functionality of the redirects from the time of transmission to the respective contractor.
- In the case of the use of an external AdServer, the client guarantees its full and proper functionality, so that a proper execution of advertising orders is guaranteed.
- The client warrants not to use targeting and / or capping. The targeting settings are controlled exclusively via the AdServer of the respective contractor.
- The customer is expressly prohibited from setting cookies that are not exclusively part of the technically absolutely necessary delivery mechanism of the AdServer used in order to ensure delivery of the ad media via the AdServer. That Only cookies without targeting, capping and user information may be used.
- Insofar as the customer gains or collects data from the placement of advertising material on the online offers (mobile and / or Internet) of the contractor by using cookies or pixels, the customer guarantees the applicable data protection law when collecting, processing and using personal data Comply with regulations.
- Information about the user of the websites, which involuntarily arise from a targeting advertising circuit, may under no circumstances be used by the client beyond the campaign period.
- For any culpable breach of the obligation in para. 5.4 to 5.7 the client pays a contractual penalty in the amount of the order value from which the inadmissible data collection originates. Any further claims for damages remain unaffected.
- If the client does not comply with his duty to deliver the advertising materials in time or if the client does not deliver the agreed advertising material in the agreed format, this does not release the customer from his obligation to pay. Additional costs due to late delivery or due to non-agreed formats are to be borne by the client.
- The client must immediately after the first placement of the advertising on websites, teletext pages (teletext advertising space) or on mobile websites to check whether the advertising material is published without defects. Noticeable defects shall be reported in writing, including by e-mail, within three (3) working days of the placement of the advertising material. After expiry of this period, the advertising material is deemed approved.
- In the case of insufficient reproduction quality of the advertising material on websites, teletext pages or on mobile internet sites and timely complaint by the client, the client is entitled to rectification or placement of a flawless replacement advertising material, provided that he makes this immediately available to the respective contractor.
- When placing an advertisement of the client in the shopping portal, the client has to ensure that the shopping offer shown in the advertisement is permanently accessible to the users. If this is not the case, the connection of the advertising material of the client for the duration of the unavailability can be cancelled.
- The client has to design his shopping offers in such a way that users of the shopping portal can make online orders of the products presented in the shopping offer and he has to ensure that the offered products are available in sufficient numbers.
- The respective contractor allows the client within the scope of its technical possibilities during the execution of the advertising order access to the campaign data.
- The client is responsible for the legality of the content, the advertising material provided by him as well as for linked content. The legality is to be determined according to German law. However, if there are indications that the contents are also subject to the provisions of one or more other legal systems (in particular due to their language or if they are intended for other states), the legality is also determined by these other legal systems.
The contents must not violate laws, official regulations or good morals.
- In particular, the client will not provide, offer, access or promote content that violates the provisions of the Criminal Code (StGB), the youth protection law or the
– i. P. D. § 130, 130a and 131 StGB serve the incitement of the people, lead to crimes or glorify or trivialize violence.
– represent children or adolescents in unnaturally gendered posture; this also applies to virtual representations.
– are pornographic and involve violence, the sexual abuse of children or adolescents, or the sexual activities of people with animals; this also applies to virtual representations.
– are included in parts B and D of the list in accordance with § 18 Jugenschutzgesetz (JuSchG) or with a work included in the list wholly or substantially identical in content (absolute prohibition within the meaning of § 4 para. 1 Jugendmedienstaatsvertrages (JMStV) ,
- The client will also provide content that
– are pornographic in any other way,
– are included in parts A and C of the list in accordance with § 18 JuSchG or are wholly or substantially identical in content with a work included in this list, or
– are obviously suitable to provide the development of children and adolescents or their education to a self-responsible and sociable personality under consideration of the particular form of the dissemination medium hard to endanger (relative prohibition within the meaning of § 4 para 2 JMStV) only offer to provide or promote access to it, if it ensures that it is only made available to adults (closed user group). At present, this requirement is only considered fulfilled for content that is offered in a closed user group or that is linked to by the closed user group. The provision of appropriate content in other areas requires a separate written agreement between the parties, which the contracting authority will unsolicited approach to the contractor.
- Content that is likely to affect the development of children or adolescents into a self-responsible and socially responsible person, in particular those who are not released for children or adolescents of the respective age group or who are essentially content-same with offers, according to the JuSchG; which are not released according to the JuSchG for children or young people of the respective age group (relative prohibition within the meaning of § 5 Abs. 1, 2 JMStV), the client will only offer, if he by technical means the perception of the offer by children or make adolescents of the affected age impossible or significantly more difficult. The offer of corresponding contents shall be notified to the contractor in writing in advance and may only take place if the contractor does not object within 10 working days.
- The client has its content and its linked content i. P. D. § 12 JMStV and to comply with the advertising regulations of § 6 JMStV.
- The client must program its contents and its linked contents in accordance with § 11 Abs.1 JMStV for a recognized as appropriate youth protection program.
- Continue to be
– the national and international copyright and trademark, patent, name and trademark rights as well as the other industrial property rights and personal rights of third parties and
– observe the legal systems and/or recognized codes of conduct of professional associations (in particular the rules of conduct of the German Advertising Council) applicable in Germany and other destination countries.
- In particular, the client will not provide, offer, access or promote content that violates the provisions of the Criminal Code (StGB), the youth protection law or the
- Rights and obligations of the respective contractor
- The respective contractor will post or distribute the advertising material during the agreed period and / or until the booked number of ad impressions, clicks (hereinafter referred to as “media services”) Measurement results decisive.
- The respective contractor is entitled to postpone the agreed date for the placement of the advertising space by a reasonable period, if technical or operational reasons require a postponement. In this case, the contractor will inform the client immediately about the delay and give him the estimated date of the circuit. If it is possible and reasonable for the contractor, it will consider the known interests of the client when the appointment is postponed.
- The obligation of the respective contractor to store the advertising material ends three (3) months after its last distribution. The respective contractor will return the advertising material to the client at the expense and risk of the client, provided that the latter has instructed the return within the aforementioned period in writing to the respective contractor. Otherwise, the respective contractor is entitled to destroy the advertising material.
- The respective contractor reserves the right to advertising orders – rejected due to content, origin or technical reasons, especially if the ads do not meet the requirements of these Terms and the acknowledged Advertising Contract form or any special agreements, and – including individual advertising media as part of an advertising campaign / or the publication is unreasonable for the respective contractor; furthermore, if the content of the advertising order / advertising material was criticized by the German Advertising Agency in a complaint procedure. The rejection of the order will be communicated to the client. If the client demonstrably provides legitimate replacement advertising material to the respective contractor, these are discontinued. Additional costs will be borne by the client.
- The respective contractor is also entitled to the cancellation or blocking of defective and, in particular, illegal content after the advertisement has been placed. The client is obliged, within the scope of the necessary and reasonable technical possibilities, to block access to such contents which the respective contractor rejects as defective and in particular as unlawful. This applies in particular if the respective contractor herself is unable to do so. If the client demonstrably gives legitimate or defect-free content as a substitute or was provided linked to the complained contents from the sides of each advertising medium, proves that it is linked to any defective or illegal content more, each contractor is the replacement content in advertising set or cancel the blockage.
- If the client does not provide any substitute contents in the event of the prerequisites set forth in clause 6.4 or 6.5, the respective contractor may request to resign from the contract.
- The client grants to the respective contractor a simple, non-exclusive, non-transferable, unrestricted according to release quantities, worldwide, limited in time to the duration of the advertising contract and limited in terms of content to the purpose of the contract on the provided advertising material. The above-mentioned granting of rights includes the necessary copyright, ancillary copyright and other rights, in particular the right to publish, reproduce and / or distribute, make public, transmit and present, archive, make available to the public and process the advertising material, as far as this Performing the advertising order is required.
- The client exclusively grants AppAnarchy the right to use the advertising material and the created advertising measures for the purpose of self-promotion (e.g. in the context of a reference archive or for presentations). AppAnarchy is entitled to name the client as a reference customer. In particular, the client grants AppAnarchy the non-exclusive, unlimited, worldwide and irrevocable right to use the advertising material comprehensively for self-promotion according to Section 2.3. AppAnarchy can freely decide at any time whether and how the advertising material will be integrated in the context of self-promotion, whereby a technical processing or format changes are permitted without any change of content. Furthermore, the customer grants AppAnarchy the right to reproduce and / or distribute / make publicly available the advertising material (alone or together with other products) in any number on digital media, print media, online media, advertising films, newsletters or other mailing campaigns and presentations , Should the customer not or not completely or only for a limited time have the appropriate rights, he is obliged to inform AppAnarchy upon conclusion of the contract.
- The Client authorizes the respective Contractor to pass on advertising information (for example, type of advertising material, duration of publication) to a reasonable extent for market research purposes to recognized market research institutes.
- By placing the order, the client guarantees that he has all the rights to the content provided by him for the execution of the order and that he has the content in the manner connected with the order and that he can transfer these. In particular, the client warrants that he is entitled to take pictures, moving pictures, photographs, films, logos, signs and other representations, designs and information on the intended advertising media for the circuit and to use them as part of and / or these powers Implementation of this contract to the respective contractor.In particular, the client assures the respective contractor that he has the necessary rights of use in relation to the services under this contract in particular to authors, performers and other beneficial owners, phonogram producers, producers, distributors, publishers, collecting societies and other holders of a right of use.With regard to the musical works contained in the contents, the client assures the respective contractor that the further consent / authorizations of the music authors or their music publishers (eg with regard to the filming of the musical works and / or processing in the context of the contractual evaluation the filming of the musical works) were obtained from the client or its licensors. Insofar as with regard to the contents an application of the respective contractor to a collecting society or a licensing by a collecting society by the respective contractor is necessary because the rights are exclusively performed by the collecting society, the client shall inform the respective contractor separately and give him the Provide the necessary information immediately and comply with any other requested cooperation (e.g. completion of registration forms) without delay. Any fees incurred by the responsible collecting societies (e.g. GEMA, GVL) are to be borne by the client. Clarification applies the exemption with their requirements acc. Section 10.5 of the General Terms and Conditions.
- Disclaimer of Warranties
- Unless otherwise agreed in writing, the respective contractor cannot guarantee that the performance of the service and the placement of advertising will result in certain results or achievements.
- The respective contractor accepts no responsibility for the fact that websites (mobile and / or online) remain unchanged during the term of advertising campaigns, or that they remain the same in terms of content or quality or can be accessed without interruption.
- The respective contractor accepts no warranty for defects, insofar as the client himself changes the work without the consent of the respective contractor or has it modified by third parties, unless the client proves that the defects were not caused by such changes and the defect removal is not made unreasonably difficult by the changes.
- Legal guarantees are not granted.
- Liability and indemnity
- The respective contractor is liable for intent or gross negligence as well as in the absence of a guaranteed property for all damages attributable to it without limitation.
- In case of slight negligence the respective contractor is not liable. In the event of injury to life, body or health, the respective contractor is liable without limitation.
If the respective contractor is in default due to slight negligence, if its performance has become impossible or if the respective contractor has violated a material obligation, the liability for damage to property and pecuniary loss resulting from this is limited to the contractually foreseeable damage. This also applies to lost profits and missed savings. An essential obligation is one whose fulfilment makes the proper execution of the contract possible in the first place, whose violation jeopardizes the achievement of the purpose of the contract and on whose observance the client may regularly rely.The liability for other removed consequential damages is excluded. The same applies to slightly negligent acting simple vicarious agents.
- In the event of loss of data, the respective contractor is only liable for the expenses, which are necessary for the restoration of the data in case of proper data backup by the client. In case of slight negligence of the respective contractor, this liability only occurs if the client has carried out a proper data backup every day.
- Liability for all other damages is excluded, in particular for data losses or hardware disruptions caused by incompatibility of the components present on the client’s PC system with the new or to be changed hardware and software and system malfunctions caused by existing misconfiguration can arise.
- Should Ströer SE or AppAnarchy be used by third parties, including state institutions, for breach of third party rights and other infringements due to the contractual use of the advertising material, the client shall exempt Ströer SE and AppAnarchy from these claims and will provide Ströer SE and AppAnarchy with the legal defense to which Ströer SE and AppAnarchy are entitled, but not obligated, to provide the necessary support and the necessary legal defense costs for Ströer SE and AppAnarchy. The prerequisite for this is that Ströer SE and AppAnarchy immediately inform the client in writing about asserted claims and violations of rights, make no concessions or acknowledgments or declarations equivalent to them and allow the client to conduct all judicial and extrajudicial negotiations on the claims at its own expense to lead. The assertion of further claims remains reserved.
- Prices and terms of payment
- Subject to an individual contractual agreement, the client has to pay for each advertising order the price corresponding to the valid price list at the time of the conclusion of the contract. Changes to the price lists remain reserved.
- Discounts are determined by the valid price lists. Advertising agencies and other advertising agents are obliged to adhere to the price lists of the respective contractor in their offers, contracts and settlements with their customers. Any special agreements arise from the confirmed advertising order.
- If the price list or a special agreement entitles to a special discount when a certain media service has been reached, this discount will be granted retroactively for the whole year.
- If an advertising order is not fulfilled due to circumstances for which the respective contractor is not responsible, the client must reimburse the respective contractor, without prejudice to any further legal obligations, the difference between the already granted discount and the discount corresponding to the actual acceptance.
- If payments on account of a principal are not clearly attributable to a specific invoice, the service will in case of doubt be rendered on the oldest invoice still outstanding, which has been submitted to the client.
- The advertising orders are invoiced at the start of the campaign and are due immediately upon receipt of the invoice. If the total invoice amount received by the contractor until the beginning of the advertising campaign is paid in advance, the latter grants a 2% discount if older invoices are not overdue.
- The client has to object to the invoice amount within six (6) weeks after receipt of the invoice in writing to the contractor. Failure to timely objection is considered approval.
- Late payment and set-off
- Default interest shall generally be charged at 8% percentage points above the applicable base rate of the Deutsche Bundesbank. The assertion of a higher interest rate remains reserved.
- The respective contractor is entitled in case of default to postpone further execution of the current contract until payment.
- The respective contractor can refuse the services incumbent upon her if, after the conclusion of the contract, it becomes apparent that her claim to the consideration is jeopardized by the client’s inability to perform, unless the consideration is provided or security is provided.
- The client is only entitled to set-off if his counterclaim has been acknowledged before the respective contractor or has been legally established.
- Termination / notice periods
- Temporary contracts end automatically upon expiration of the agreed upon term without the need for further notice.
- Contractual relationships of indefinite duration may be terminated at the end of each quarter subject to a notice period of 6 weeks. The termination must be in writing.
- The right to terminate without notice for good cause remains unaffected. An important reason for termination without notice is if the terminator cannot be expected to continue the business relationship. The legitimate concerns of the other party to the contract must be taken into account. An important reason for the respective contractor is in particular present, if a substantial deterioration or a substantial endangerment of the financial circumstances of the client occurs or the client suspends the payments to the respective contractor or declares to want to discontinue them. In addition, there is an important reason if foreclosure is carried out against the principal or if the initiation of insolvency proceedings over the assets of the principal is imminent.
- The respective contractor and the client (jointly called contracting party) undertake to conceal during the term of the contract and three (3) years thereafter all documents, information and data that were made available to them as a result of the cooperation to keep. The contracting parties undertake to protect the documents, information and data of the other contracting party as well as their own confidential information, but at least with the diligence of a prudent businessperson.
- The subject matter of the confidentiality obligation shall also include documents, information and data concerning companies affiliated to the contracting parties, other cooperation partners or suppliers as well as documents, information and data about customers and commercial agents of the contracting parties.
- The obligation of confidentiality does not apply to documents, information and data which are or become apparent without this being due to a breach of contract by a party or for information which was exempted from secrecy by subsequent written, faxed or emailed agreement ,
- The respective contractor is entitled to provide advertising measures for competitors of the client.
- The client may transfer the rights and obligations arising from this contract to a third party only with the prior written consent of the contractor.
- The respective contractor is entitled to assign the rights and obligations arising from this contract as a whole or individually to the respective contractor within the meaning of §§ 15 et seq. AktG to affiliated companies. The client already agrees to a corresponding declaration by a company affiliated with the respective contractor.
- The exclusive place of jurisdiction for all disputes arising directly or indirectly from an order is the registered office of the respective contractor.
- German law applies.
- If a clause of these GTC or a regulation of the individual contracts is ineffective or unenforceable, the remaining provisions remain unaffected. The Contracting Parties hereby agree to replace the ineffective or unenforceable provision by an effective and enforceable provision that comes as close as possible to the economic purpose of the superseded regulation.
As of: 12.01.2012