Adrelius, Inc. operates a platform under the ShopRepublic.io brand, on which providers and/or intermediaries of goods and services (»Advertisers«) and suppliers of traffic (»Publishers«) can meet. To this end, Advertisers provide Advertisements on the platform, which the Publisher can integrate into or onto his Advertising Space. In exchange for this, the Publisher receives success-based remuneration from the Advertiser, which is settled via the platform and disbursed by Adrelius, Inc. after first deducting commission. These GTCs may be freely downloaded from the internet at https://adrelius.com.

Definitions

  1. Account: An Account refers to the area for the Platform which is accessible via user name and password, in which the Customer may specifically view and (where applicable) change his personal data, transactions and his Advertisements and Advertising Space.
  2. Advertiser: A natural person or legal entity who makes available or wishes to make available one or more Advertising Campaigns via the Platform. This process is also referred to as traffic procurement. Advertisers may also be operators of a network, which, in turn, collaborate with further Advertisers (»Advertiser Network«).
  3. Feed Integration: Advertisers as well as Publishers may use the Platform via API, instead of using it via the self-service interface. This integration is referred to as a »Feed Integration«. In respect of Feed Integrations, there may potentially be additional agreements, which will be made separately.
  4. Customer / Customers: May be an Advertiser and/or a Publisher. A Customer may act in his own name or on behalf of a registered business entity, provided that he is authorised to do so. Where a Customer is a natural person, he must be 18 years of age or older. The Customer must keep his data on the Platform updated. Upon request, the Customer must provide additional information requested by Adrelius inc. for purposes of identification (e.g. of the person transacting the business) or of verification (e.g. of agency authority, age or the contact data of the person transacting the business).
  5. Party / Parties: when used in the singular, Customers or Adrelius, Inc. individually, when used in the plural, Customers and Adrelius, Inc. jointly.
  6. Platform: The Platform refers to the technical solution created by Adrelius Inc., enabling Advertisers and Publishers to meet one another in order to buy or sell traffic. Vis-à-vis external Parties, this technical solution may primarily be viewed on the website https://adrelius.com, specifically through the interface for Advertisers / Publishers.
  7. Publisher: A natural person or legal entity who makes available or wishes to make available one or more Advertising Spaces via the Platform. This process is also referred to as traffic sale. Publishers may also be operators of a network, which, in turn, collaborate with further Publishers (»Publisher Network«).
  8. Adrelius, Inc.: In the aggregate, this refers to Adrelius, Inc. as a company, including its Board, salaried staff, contract workers, apprentices and trainees.
  9. Traffic: This is a generic term for Users surfing the internet.
  10. User: A human user of the internet, who, for example, uses the internet to consume content, to search for information, to make purchases via the internet etc.
  11. Confidential Information: Information exchanged between the Customer and Adrelius, Inc. which is not publicly available. Information which is referred to as »confidential« shall in all cases be deemed Confidential Information.
  12. Advertising Spaces: This may, for example, be domains or websites with or without content.
  13. Advertising Campaign: Where an Advertiser wishes to purchase Traffic via the Platform, he sets up an Advertising Campaign. In that Advertising Campaign, the Advertiser defines his target group using parameters such as country, keyword, device etc.; these constitute the so-called targeting options. The Platform ensures that Users fitting these target options will be sold to the Advertiser if he offers at least the price for them which the Publisher expects for such Users.
  14. Advertisements: For example, these may be banners, text links, links, emails, HTML pages, videos, full page ads, pop-ups, pop-unders, product data or the like.

General provisions

  1. Introductory provisionsThese General Terms and Conditions of Business (»GTC«) shall apply to all contracts made by Adrelius, Inc. with its Customers in the realm of Traffic monetisation via the Platform, i.e. all of the services of Adrelius, Inc. in connection with the Platform are provided exclusively on the basis of the GTCs. Any terms and conditions of the Customer which depart from or supplement these GTCs shall only be deemed applicable where they have been expressly accepted by Adrelius, Inc.. Adrelius, Inc.’s performance of the contract without expressing reservations shall not constitute any agreement on its part to such terms and conditions of the Customer.
  2. Counterparties of Adrelius, Inc.The Parties hereby agree that, based on the contracts made by Adrelius, Inc. with its own counterparties (in particular: Advertisers), Adrelius, Inc. is obliged to pass on and impose a host of rules and contract terms and/or obligations under such rules and conditions to its Customers (in particular: Publishers). Compliance with these requirements comport with these GTCs and in this way they constitute a concrete embodiment of the contract relations with the Customer. Thus, for purposes of contract performance, it may be necessary for Adrelius, Inc. to disclose the stored data from its Customers (including but not limited to: surname, forename, company name, (company) address, email, telephone number etc.) to the respective counterparty and/or the Customer may itself, upon request of the respective counterparty, be required to furnish the relevant data.
  3. Amendments to the GTCsAdrelius, Inc. may make amendments to these GTCs where these become necessary due to changed circumstances (e.g. changes in legislation or court jurisprudence) and are not unreasonable to the Customer. Adrelius, Inc. shall notify the Customer of such changes in written or electronic form (normally in the form of a new version of these GTCs); as a general rule, the amended passage will be pointed out to the Customer in each case and he will receive an explanation of the impacts of such change(s). Such amendments shall be furthermore notified to the Customer ordinarily in a timely manner before they take effect (wherever possible, two months in advance). The Customer is authorised to object to amendments within 14 days of his receipt of the notice of the amendment. Objection by the Customer is deemed to constitute notice of termination of the Agreement to the next possible date of termination. Where the Customer does not object, amendments are deemed to have been accepted.

General Platform participation clauses applicable to Advertisers and Publishers

Copyright

  1. The entire Platform, including logos, texts, graphics, images, Customer interfaces, photographs, trademarks and other content, is the property of Adrelius, Inc. and subject to copyright. Such content may not be copied and/or used without the consent of Adrelius, Inc.

Registration

  1. In order to gain access to the Platform, the Customer must submit an offer to open an Account to Adrelius, Inc.. Every Customer has the right to do so, provided that adrelius, Inc. has not refused the opening of an Account by that Customer.
  2. Adrelius, Inc. reserves the right to accept or reject applications for any Account, without the need to state grounds thereof. Adrelius, Inc. hereby reserves the right to determine in its own discretion the scope of available functionalities, tools and services for any Account.
  3. All data provided by the Customer at the time of registration must be correct and up to date at all times. In the event of changes, the Customer undertakes to notify Adrelius, Inc. promptly in each case with respect to changes of the data he has communicated to it. He further undertakes, upon request, to confirm the current correctness of the data communicated by him and, where necessary, to furnish additional information requested by Adrelius, Inc. for purposes of identification or verification.
  4. A Customer may only have one Advertiser and/or one Publisher Account. Customers are prohibited from opening multiple Accounts.
  5. In the event that Adrelius, Inc. blocks any Account, irrespective of whether on a permanent or temporary basis, the Customer may not apply for a new Account.
  6. In registering for an Account, the Customer is deemed to fully consent and agree to these GTCs.
  7. The Customer may only use his Account for the specified purposes (»Traffic Procurment« or »Traffic Sale«). The Customer may not permit any other person to use his Account, whether for money or on a gratuitous basis.

Use

  1. The Customer must take account of recognised principles of data security and must adhere to them. The foregoing shall, in particular, include but is not limited to the Customer’s obligation to keep Usernames and passwords secret and to protect them against use by unauthorised third parties, to log out following their use of the Platform, and to take adequate precautions against computer viruses. All statements and declarations made through the use of any Account are deemed to have been made by the Customer. The Customer therefore bears the risk of any unauthorised use of passwords. The Customer must promptly inform Adrelius, Inc. as soon as he learns that any unauthorised third party has gained knowledge of a User name or a password. In addition, the Customer is obliged to immediately change his password if he has reason to suspect that a third party might have gained knowledge of it. In further and other respects, Customers must modify their password at regular intervals for reasons of security, as well. Where a password is entered incorrectly multiple times, Adrelius, Inc. shall be entitled to block access to the network. The foregoing shall also apply in cases of well-founded suspicions that the access data of any User are being utilised by third parties without authorisation. Adrelius, Inc. shall inform the Customer as soon as possible where any such access blocks are placed on an account.
  2. The Customer may in no cases attempt to circumvent security mechanisms on the Platform, and must promptly notify Adrelius, Inc. if the Customer becomes aware of any gaps in security.
  3. In all cases, the Customer must promptly notify Adrelius, Inc. of discernible defects or faults (report a fault) and take all such measures as are necessary to enable Adrelius, Inc. to ascertain the defects or faults and the causes thereof, as well as to facilitate and expedite remediation of the fault.
  4. In the event that the Customer no longer wishes to use the Platform, he must contact Adrelius, Inc. and notify it thereof in writing. In respect of termination, sec. 6 below shall apply.

Inactivity

  1. Accounts which have not been active for at least 90 days in sequence, i.e. Advertiser Accounts which have not paid any money for a period of at least 90 days and Publisher Accounts which have not received any money for a period of at least 90 days, are classified by the system as inactive Accounts.

Breaches of these provisions

  1. Adrelius, Inc. may block the Customer’s access to the Platform without further warning in the event of a breach of these GTCs and may also prohibit the Customer from using the Platform in future (including via new Accounts). Adrelius, Inc. may retain existing account balances until it has been established whether the Customer has rendered himself liable in damages.

Indemnification

  1. The Customer shall indemnify and hold Adrelius, Inc. harmless against all claims arising as a result of breaches of these GTCs.

Additional Advertisers’ participation clauses

Duties and obligations of the Advertiser

  1. The Advertiser bears a duty not to make legally improper use of the services of Adrelius, Inc.. In particular, for purposes of ensuring proper use, the User shall not offer any Advertisement on the Platform which violates applicable law, infringes on personality rights, trademark rights, third party intellectual property rights, violates public morals and/or the quality guidelines for Advertisers (4.b).
  2. The Advertiser warrants that he has the requisite rights to and/or for the Advertisements offered by him.
  3. The Advertiser hereby undertakes that targeting options selected by the Advertiser (including but not limited to keywords), address references (domains) and landing pages do not violate applicable law, infringe on personality rights, trademark rights, third party intellectual property rights, violate public morals and/or the quality guidelines for Advertisers(4.b).
  4. In the event of any breach of these obligations (including but not limited to violations of third party rights, fraud or breaches of the quality guidelines), Adrelius, Inc. shall be entitled, at its election, to temporarily or permanently cease to display any Advertisement in whole or in part with immediate effect. In further and other respects, in light of the liability consequences which may impact on Adrelius, Inc., Adrelius, Inc. reserves the right to temporarily or permanently block Advertisements which contain offensive, discriminatory or otherwise legally questionable content at the costs of the Advertiser. Adrelius, Inc. shall promptly notify the Advertiser of any such measure and make demand on the Advertiser to remove any Advertisements which are potentially illegal or to explain and, where necessary, furnish evidence of their legality. The foregoing shall apply mutatis mutandis where Advertisements are blocked on the basis of the order or direction of a government authority. Adrelius, Inc. shall remove the block as soon as the suspicion of illegality has been rebutted with legal finality.
  5. In the event of any serious breach, Adrelius, Inc. is also entitled to terminate the contract without notice.
  6. Where the Advertiser is the operator of a network, he warrants to a
  7. Adrelius, Inc. that he shall provide these GTCs to his own advertisers and ensure that they likewise comply with them. Advertiser Networks shall bear full liability for the conduct and actions of their advertisers.
  8. The Advertiser hereby undertakes that, upon learning of any breach or any demand by Adrelius, Inc., that he shall no longer participate on the Platform using the Advertisement in question. The Advertiser shall compensate Adrelius, Inc. for all losses and shall indemnify and hold Adrelius, Inc. harmless against all claims and other disadvantages which may arise from the fact that the rules under these GTCs have not been complied with.

Quality guidelines, further duties of Advertiser

  1. The Advertiser is personally responsible for ensuring that his Advertisements, tracking URLs and, in particular, landing pages are capable of being reached at all times and from anywhere in the world. Adrelius, Inc. disclaims liability for any outages of the Advertiser’s Advertisements.
  2. For purposes of quality assurance, the Advertiser hereby authorises Adrelius, Inc. to perform reviews inter alia by spider, proxies and human agents in order to ensure that the Advertisements submitted comport with Adrelius, Inc.’s quality standards.
  3. The Advertiser may not make any arrangements to present Adrelius, Inc. with other Advertisements, tracking URLs or landing pages than are presented to other Users. So-called »cloaking« is absolutely prohibited. The Advertiser must present each User with the same Advertisement and landing page and, in so doing, may only adapt the landing page in respect of the User’s language. The remainder of the layout must be retained.
  4. The Advertiser shall ensure that his Advertisements and landing pages are correctly displayed by the most common browsers and using the most common software versions.
  5. In the event that the Advertiser does not agree with the costs calculated by Adrelius, Inc. for referred Users, the Advertiser shall provide all of his own service statistics (RAW) to Adrelius, Inc., on the basis of which the discrepancies may be investigated. In particular, in cases in which the Advertiser suspects non-human visitors, he must furnish the precise time (»Timestamp«) and the IP address as well as all other data available which might confirm his suspicion.
  6. Where, on the basis of changes to the Platform, changes become necessary to the Advertiser’s pages, these must be implemented within a period of four weeks.
  7. The Advertiser must ensure that the Advertisements and the landing pages function properly and that their content is appealing.
  8. Where the Advertiser advertises erotic content, such content must not violate applicable law, in particular the Youth Protection Act. The Advertiser must accordingly label such Advertisements and may only display them on Advertising Spaces permitting this type of content.
  9. The Advertiser hereby undertakes that it shall neither intentionally nor negligently itself do or allow any third party to do the following:
  1. open pop-ups that cannot be closed by a click without this causing one or more pop-ups to be opened.
  2. open more than one pop-up when opening or leaving a page.
  3. use any mechanism preventing pop-ups from being closed.
  4. imitate system error reports.
  5. start downloads without User interaction.
  6. launch alarm sounds that could entail stress to the User.
  7. upload advertising and langing pages containing or involving the following:
  1. Parked domains with Google Advertisements or websites with Google AdSense, except where this has been expressly consented to by Google or a counterparty
  2. Games of chance (such as games involving wagers of money, poker, casino etc.)
  3. Glorification of violence and/or hate and/or depictions thereof
  4. Malware, scareware, phishing
  5. Misleading of Users
  6. Deceiving a User into believing that he has a virus on his device and needs to call a specific telephone number or to interact in some other way (»Tech Support«)
  7. Chargeable registrations without clearly indicating the price
  8. Toolbars, downloads with toolbars, false software updates
  9. Downloads that do not come from an official app store (such as Google, Apple, Microsoft, etc.)
  10. Sale of illegal goods (such as alcohol, tobacco, prescription medication, weapons, ammunition etc.)
  11. Cookie dropping
  12. Erotic content
  13. Advertising erotic content on Advertising Spaces which are not defined as erotic spaces
  14. Content which is illegal, which advertises illegal matters, and/or content violating provisions of law, infringing on personality rights, trademark rights, third party intellectual property rights and/or violating public morals

Conversion tracking

  1. The conversion tracking which may potentially be offered on the Platform is only informal in nature, and Adrelius, Inc. does not bear liability for the correctness of its conversion tracking. In the event that the Advertiser makes use of the conversion tracking feature, it continues to be the responsibility of the Advertiser to ensure that he compares the costs for traffic procurement via the Platform with the confirmed income from his shop, affiliate network and the like via the Platform in question and does not rely on the Platform’s conversion tracking. Adrelius, Inc. disclaims any liability for losses arising from faulty conversion tracking.
  2. The service may be introduced and discontinued at any time by Adrelius, Inc.. The Advertiser has no claim to any properly functioning conversion tracking.

Anti-fraud measures

  1. The Advertiser may only initiate payments from Accounts, credit cards, PayPal accounts or Accounts of other payment providers which belong to him or for which he has the written consent of the accountholder.
  2. In cases of doubt, Adrelius, Inc. has the right to demand evidence thereof and to deactivate the Account until final clarification is achieved.
  3. Where, despite supplied Traffic, the payment provider demands reimbursement of payments, the Advertiser shall owe Adrelius, Inc. the amount reclaimed. There is no right of return with respect to Traffic.

Prefunding and finances

  1. In respect of Advertisers, the Platform operates solely on a backdated basis. What this means is that the Advertiser must be hedged via PayPal or credit card before he is able to purchase Traffic.
  2. All payments must be made in US Dollars or Euros.
  3. All fees and taxes (if any) are added to the monthly incurred costs and shown separately on the settlement statement.
  4. Adrelius, Inc. reserves the right at any time to change the available options for debiting the Advertiser’s credit balance.
  5. On the interface, Adrelius, Inc. shall furnish the Advertiser with an electronic backdated invoice. The Advertiser shall bear sole responsibility for correctly establishing tax accruals vis-à-vis the revenue office.
  6. The Platform offers the option of putting a cap on the maximum daily expenditures per campaign («Budget Cap”). This Budget Cap is not binding and Adrelius, Inc. does not warrant that a campaign will not spend more than the Budget Cap set for it. It is the Advertiser’s sole responsibility to stop any campaigns whenever he does not wish to spend any more money.
  7. An Account may potentially go into negative. Where an account has gone into negative, the Advertiser shall offset such negative amount by replenishing the Account balance.
  8. Where the Advertiser has activated the subscription function or automatic prefunding of his account, Adrelius, Inc. may at any time replenish the Account by such amount as is necessary to avoid interruptions in Traffic purchases. Unless otherwise agreed, determination of the amount lies solely in Adrelius, Inc.’s discretion.
  9. In respect of charges for Traffic supplied, the figures of Adrelius, Inc. shall be deemed solely binding.
  10. Where the Advertiser wishes to obtain a refund of his remaining credit balance, he must contact support (e.g. by email to [email protected]). A processing fee of USD 15 will be charged. Additional transaction fees for PayPal, credit card or bank transfers shall be payable by the advertiser. Account balances of less than USD 15 will be retained without compensation.
  11. Where Adrelius, Inc. terminates the contract due to a breach of these GTCs, Adrelius, Inc. is entitled to collect a contractual penalty equal to the amount of the remaining credit balance.
  12. Adrelius, Inc. is authorised to make adjustments to the credit balance in the following cases:
  1. Disbursement of bonuses
  2. Deductions of transaction fees
  3. Deductions of processing fees
  4. Deductions of inactivity fees
  5. Adjustments for technical reasons
  6. Adjustments due to fraudulent activities
  7. Adjustments on the basis of special agreements with the Advertiser

Definition of the performance of services

  1. A service is deemed to have been performed at the time at which Adrelius, Inc. has referred a User covered by the targeting options chosen by the Advertiser to the URL provided by the Advertiser and has displayed this referral on the interface.
  2. Adrelius, Inc. will only accept objections to its performance of services where the Advertiser is able to furnish evidence beyond doubt that the referred User was not a human User, or that the User was not covered by the targeting option selected by the Advertiser. The Advertiser must do so on the basis of Timestamps, IP addresses, User agents and other information suitable as full proof thereof. The burden of proof in respect hereof lies exclusively with the Advertiser.

Liability in damages

  1. In the event that the Advertiser bears fault for a breach of these GTCs, he shall bear liability to Adrelius, Inc. to compensate it for the losses arising from the breach. The Advertiser shall indemnify and hold Adrelius, Inc. harmless against all third party claims based on any such culpable breach.

Additional participation clauses in respect of Publishers

Duties and obligations of the Publisher

  1. The Publisher bears an obligation not to use the services of Adrelius, Inc. in a legally improper manner. In particular, for purposes of proper use, the Publisher bears a duty not to monetise any Advertising Space with Adrelius, Inc. which violates applicable law, infringes on personality rights, trademark rights, third party intellectual property rights, violates public morals and/or the quality guidelines for Publishers(5.b).
  2. The Publisher hereby warrants that it has the requisite rights to and/or for marketing of the Advertising Spaces.
  3. The Publisher shall bear sole liability for ensuring that the addresses (domains) selected by him do not violate applicable law, infringe on personality rights, trademark rights, third party intellectual property rights, or violate public morals and/or the quality guidelines for Publishers (5.b).
  4. In the event of any breach of these duties (in particular: infringements of third party rights, spam or violations of the quality guidelines), Adrelius, Inc. shall be entitled, at its option, to temporarily or permanently discontinue monetisation of any Advertising Space in whole or in part with immediate effect. In all further and other respects, in light of the liability consequences which may impact on Adrelius, Inc., Adrelius, Inc. reserves the right to temporarily or permanently block Advertising Space which contains offensive, discriminatory or otherwise legally questionable content at the costs of the Publisher. Adrelius inc. shall promptly notify the Publisher of any such measure and make demand on the Publisher to remove any Advertisement which is potentially illegal or to make representations and, where necessary, furnish evidence of its legality. The foregoing shall apply mutatis mutandis where Advertising Space is blocked on the basis of the order or direction of a public authority. Adrelius, Inc. shall remove the block as soon as the suspicion of illegality has been rebutted with legal finality.
  5. In the event of any serious breach, adrelius inc. is also entitled to terminate the contract without notice.
  6. Where the Publisher is a network operator, it warrants to Adrelius, Inc. that it shall submit these GTCs to its own Publishers and ensure that they likewise comply with them. Publisher Networks shall bear full liability for the acts of their Publishers.
  7. The Publisher hereby undertakes that it shall no longer take part on the Platform with the Advertising Space in question upon learning of any infringement, or upon Adrelius, Inc.’s request. The Publisher shall compensate Adrelius, Inc. for all losses and shall hold Adrelius, Inc. harmless against all claims and other disadvantages arising from any failure to comply with the rules under these GTCs.

Quality guidelines, further duties of Publisher

  1. The Publisher is personally responsible for ensuring that his Advertising Space is accessible at all times and from anywhere in the world. Adrelius, Inc. disclaims liability for any outages of the Publisher’s Advertising Space.
  2. For purposes of quality assurance, the Publisher shall permit Adrelius, Inc. to carry out checks inter alia through the use of spider, proxies and human agents in order to ensure that the Advertising Space submitted complies with Adrelius, Inc.’s quality standards.
  3. The Publisher may not make any arrangements to present Adrelius, Inc. with other Advertising Spaces than are presented to other Users. So-called «cloaking” is absolutely prohibited on all Advertising Spaces. The Publisher must present each User with the same Advertising Space and, in so doing, may only adapt the Advertising Spaces to take account of the User’s language. The remainder of the layout must be retained.
  4. The Publisher shall ensure that his Advertising Spaces are correctly displayed by the most common browsers and using the most common software versions.
  5. The Publisher must create informative and substantively correct Advertising Spaces and may not utilise any techniques to manipulate search engines (such as multiple domains, sub-domains, lists with the same and/or uninformative content, cloaking, doorway pages, etc.)
  6. The Publisher may not supply Advertisements on Advertising Spaces which Adrelius, Inc. has not approved.
  7. Upon request of Adrelius, Inc., Publishers shall submit to Adrelius, Inc. the current implementations of the Advertisements on their Advertising Space.
  8. The Publisher shall ensure that filters are installed on his Advertising Spaces which will prevent non-human visitors (e.g. bots, spiders, Spam Traffic), from being sent to the Advertiser’s Advertisements and shall demonstrate these filters to Adrelius, Inc. upon request.
  9. In the event that the Publisher is not in agreement with the credit balance calculated by Adrelius, Inc., he shall furnish all of the server stats («Raw Stats”) based on which discrepancies may be investigated. Where the Publisher has complaints with respect to an Advertisement, he must list the entire click path, together with the tracking ID, so that Adrelius, Inc. is able to identify the Advertiser in question.
  10. Where, based on modifications to the Platform, modifications become necessary on the part of the Publisher, the Publisher shall implement them within four weeks’ time.
  11. The Publisher hereby undertakes that he himself shall neither intentionally nor negligently do the following or permit any third partyto do so:
  1. Fully or partially modify and/or conceal Advertisements, and/or prevent the correct and complete display of an Advertisement, or break up the correct and complete display thereof through the use of a frame
  2. To »crawl«, »spider«, index, »cache« or otherwise cause automated downloading of Advertisements
  3. To automatically generate Traffic or conversions
  4. To modify the Advertiser’s landing pages (e.g. to use search queries to make changes to the landing page URL or the like)
  5. Absent a special waiver from Adrelius, Inc., to monetise Advertising Space which has no content
  6. Absent a special waiver from Adrelius, Inc., to monetise Advertising Space which would be classified as erotic
  7. To monetise Advertising Space containing the following:
  1. Violence and/or hate
  2. Sale of illegal goods (including, but not limited to, alcohol, tobacco, prescription medication, weapons, ammunition, etc.)
  3. To create incentives for Users, whether for consideration or gratuitously, to click on Advertisements, to complete forms, to perform searches, to surf websites, to read emails and the like (›incentivised Traffic‹)
  4. Cookie dropping
  5. Content which is illegal, which advertises illegal items, and/or content violating applicable law, infringing on personality rights, trademark rights, third party intellectual property rights and/or violating public morals

Advertiser Space guidelines

  1. Website Advertising Space
  2. Where banners, pop-ups, text displays or other advertising is incorporated on a website, the publisher must ensure that no artificial Traffic is directed to the page. This includes, but is not limited to, modifying User settings, changing homepages, launching unrequested downloads or viruses.
  3. Advertisements may not be incorporated onto a website in a manner which confuses the User by misleading headings, images or other content, as a result of which he does not recognise the advertising as such.
  4. Advertisements should be labelled with »sponsored links«, »ads«, or »Advertisements«.

Anti-fraud measures

  1. The Publisher may not undertake any activities whatsoever in order to artificially increase his income, including, but not limited to:
  2. Self-clicking on Advertisements or asking others to click on them.
  3. Constant reloading of websites, whether manually or automatically.
  4. Offering Users incentives to click on Advertisements whether or not for consideration.
  5. To use bots, scripts or other tools oneself, or to have third partiesuse them, or offer them in order to increase advertising income.
  6. Publishers are prohibited from using inter alia the following techniques:
  7. Automatically generated content
  8. Cloaking
  9. Forwards that conceal the source of the Traffic
  10. Doorway pages
  11. Cookie dropping
  12. Copying of third party content
  13. Sending automated enquiries to the Platform outside the API / Feed Integration
  14. Modifying Platform advertising tags
  15. Spam

Disbursement and finances

  1. Credits will be issued, as a basic rule, no later than 30 days from the end of the month. The minimum disbursement amount is USD 100.
  2. Credit balances and revenues viewable on the Publisher interface represent a preliminary calculation of the credit balance and revenues and Adrelius, Inc. may subsequently correct these. No earlier than at the end of the month, at which time all of the revenues, fees, bonus payments, manual adjustments and all other postings are reconciled with each other for the settlement period, a final and binding account balance is calculated and becomes available for disbursement, subject to the provisos in sec. iii hereof.
  3. Based on contracts with Advertisers who have been granted the right to demand reimbursement of revenues previously disbursed based, in particular, on Spam and/or due to quality defects, Adrelius, Inc. shall issue credits, on the condition that a reduction/claim for reimbursement of a part of or the entirety of the revenues is not subsequently made. As a rule, this will be done by an offset against the next credit. This means that Adrelius, Inc. shall be authorised to demand the return of overpaid amounts or, at its option, to offset them against subsequent disbursement claims of the Customer. A claim for reimbursement is possible up to 90 days after a credit is issued to the Customer.
  4. The Publisher must promptly provide Adrelius, Inc. completed and accurate tax forms and all other similar materials Adrelius, Inc. requires, which may include tax form W-8BEN, W-8BEN-E or W-9 if applicable (collectively all such forms and materials, “Tax Materials”). Notwithstanding anything set forth to the contrary in this Agreement, Adrelius, Inc. may 1. withhold payments owed to Partner hereunder without penalty or late fee until Adrelius, Inc. has received Partner’s Tax Materials, and 2. deduct any applicable withholding taxes payable by Adrelius, Inc. from payments owed to the Publisher by Adrelius, Inc. hereunder as required by law. Once Adrelius, Inc. has received the Tax Materials, Adrelius, Inc. will use commercially reasonable efforts to pay any amounts not paid to the Publisher pursuant to the foregoing subsection (a) as soon as reasonably practicable. All payments to the Publisher shall be subject to withholding for income taxes and similar deductions, as required by applicable law.
  5. The Publisher may only exercise a right of setoff against claims by Adrelius, Inc. in respect of claims on its part which are uncontested or have been adjudicated with res judicata effect. The same shall apply mutatis mutandis with respect to any other potential right to refuse performance. The Publisher is only entitled to exercise a right of retention based on counterclaims arising out of the same contract.
  6. Adrelius, Inc. is entitled to make adjustments to the credit balance in the following cases:
  1. Disbursement of bonuses
  2. Deductions of transaction fees
  3. Deductions of processing fees
  4. Deductions of inactivity fees
  5. Adjustments for technical reasons
  6. Adjustments due to fraudulent activities
  7. Adjustments made on the basis of special agreements with the Publisher

Liability in damages

  1. In the event that the Publisher bears fault for a breach of these GTCs, he shall be liable to Adrelius, Inc. to compensate it for the losses arising from the breach. The Publisher shall indemnify and hold Adrelius, Inc. harmless against all third party claims based on any such culpable breach.

Term and Termination

  1. The Parties are granted the right to terminate the contract at any time, without the need to specify grounds thereof, upon 14 days’ notice.
  2. The right of early extraordinary termination for good cause shall remain unaffected hereby. Good cause for Adrelius, Inc. shall be deemed, in particular, present where
  3. insolvency proceedings are applied for or opened over the assets of the Customer or the opening of such proceedings is refused due to a lack of assets in the estate
  4. the Customer breaches these GTCs
  5. quality problems at the Customer occur (e.g. Spam, click fraud)
  6. the Customer participates on the Platform with Advertising Space or Advertisements which have not been approved.
  7. Notice of termination is only valid if given in written form.
  8. Where a Customer terminates the contract and Adrelius, Inc. still has outstanding claims against that Customer, the Customer shall settle such claims within 14 days’ time.
  9. The Customer shall have no settlement claims (e.g. damages, lost profits etc.) based on termination of the contract.

Obligations of Adrelius, Inc., limitation of liability and claims for damages

Scope of services

  1. Adrelius, Inc. is not obliged to examine Advertising Spaces or Advertisements for their permissibility or correctness.
  2. Adrelius, Inc. shall perform its services on the basis of the current state of the internet and the technical, legal and framework conditions for the use thereof; Adrelius, Inc. is not obliged to extend the Customer’s options for use in line with technical developments, particularly where there are no changes to the amount of compensation payable.
  3. Adreius, Inc. warrants accessibility of its internet webservers of at least 97 percent on an annual average. The foregoing does not include times when the webserver cannot be reached via the internet due to technical or other problems outside the scope of Adrelius, Inc.’s control or responsibility (e.g. force majeure, third party fault, DDOS). In addition, unlimited availability of data cannot be warranted where it becomes necessary devote time to technical work (e.g. maintenance) which is of a scope that is reasonable to the Customer (ordinarily, a maximum of 2% of total operating time). Customers will be notified of necessary interruptions of service for preventive maintenance works as soon as possible.
  4. To the extent that Adrelius, Inc. currently provides services or service elements to Customers free of charge, the Customer shall not have any injunctive claim for specific performance thereof. Where necessary, Adrelius, Inc. shall have the right to offer such services as it has previously provided free of charge in future only for a charge or to discontinue such services without replacement.
  5. Adrelius, Inc. is entitled to change its IP addresses and/or domains where necessary (e.g. for reasons of technical necessity). A change of IP addresses and/or domains shall not constitute amendment of the contract and shall in further and other respects leave the rights and duties under the contract in place.

Limitations of liability & claims for damages

  1. Adrelius, Inc. operates a Platform for automated sales of Traffic to Advertisers which furnishes advertising without manual intervention. For this reason, Adrelius, Inc. is not capable of manually reviewing or updating Advertisements or their contents. Adrelius, Inc. cannot assume any liability whatsoever for the content of the Advertisements. Adrelius, Inc. is neither a sender nor an Advertiser or agency. Adrelius, Inc. is not a sender or initiator pursuant to any definition set forth in CAN-SPAM, CASL, California Anti Spam Act or their local equivalents, and plays no role whatsoever in the advertising activities of its Advertisers or Publishers aside from providing its Platform. Adrelius, Inc. is merely an operator of the Platform and assumes no liability or warranty whatsoever for Advertisements, notices, domains or landing pages.
  2. Adrelius, Inc. bears unlimited liability for damages caused by intentional acts or gross negligence of Adrelius, Inc., their legal representatives or vicarious agents, and for losses arising from injury to life, limb or health. The foregoing shall apply both in respect of contract and non-contract (tort) claims. The same shall apply mutatis mutandis in respect of liability for any warranty or representation, but such must have been furnished in writing. In cases in which mere simple vicarious agents of Adrelius, Inc. may be charged with gross negligence, Adrelius, Inc.’s liability shall be limited to such damages as must be typically anticipated within the scope of the contract in question.
  3. In cases of simple negligence, Adrelius, Inc. shall only bear liability for indirect losses, consequential losses or lost profits where the breach in question was a breach of material contract obligations. In connection with this, Adrelius, Inc.’s liability shall be limited to such damages as were typically foreseeable. Adrelius, Inc. shall furthermore bear liability where mandatory liability applies on the basis of the Product Liability Act.
  4. Liability for default/delay and for impossibility for which Adrelius, Inc. is responsible shall likewise be limited to such losses as were typically foreseeable at the time they arose under the contract in question. In cases of mere slight negligence, Adrelius, Inc. shall bear liability only for direct damages. This limitation shall also apply in cases of liability for infringement against other legal rights of the Customer.
  5. In further and other respects, the amount of Adrelius, Inc. liability for pecuniary losses shall be limited to such losses as were typically foreseeable.
  6. Adrelius, Inc. shall, in particular, bear no liability for the correct functioning of infrastructures and transmission pathways of the internet or of the information transmitted thereby (for completeness, correctness or timeliness or for ensuring that such information is free of third party rights) where such information is beyond the scope of Adrelius, Inc. responsibility. In further and other respects, Adrelius, Inc. shall likewise bear no liability for usage outages caused by third parties beyond the scope of Adrelius, Inc. responsibility.
  7. The provisions set forth above shall also apply in favour of Adrelius, Inc. staff members and other vicarious agents.
  8. In addition, the Customer is advised that, so far as it has no control over these factors, Adrelius, Inc. is unable to assume any responsibility for the transfer speeds of the internet and the content/information offered thereon. In particular, Adrelius, Inc. has no obligation to examine the Publisher’s Advertising Spaces or the Advertisements of the Advertisers for any possible violations of law. With respect to the Advertising Spaces falling within the Publisher’s scope of responsibility, the Publisher itself shall bear sole responsibility. With respect to the Advertisements falling within the Advertiser’s scope of responsibility, the Advertiser itself shall bear sole responsibility. However, where Adrelius, Inc. learns of violations of law, it shall be entitled to block the relevant Advertising Spaces at the cost of the Publisher or the relevant Advertisements of the Advertiser at the cost of the Advertiser; this blocking authority shall also apply in cases in which the Customer may potentially not be charged with any culpable breach of its obligations. Adrelius, Inc. shall notify the Customer as soon as possible of any such measure it may take.
  9. Claims for damages against Adrelius, Inc. based on contractual ancillary obligations shall be deemed prescribed within six months’ time, except where the claims in question are claims based on a defect in cases covered by sec. 438 (1) (2) and sec. 634a (1) (2) BGB; in all other cases based on a defect, the prescription period shall be one year from the commencement of the statutory limitations period. The foregoing shall not apply in respect of damages intentionally caused by Adrelius, Inc., its legal representatives or vicarious agents, or in respect of claims based in tort, or in respect of claims under the Product Liability Act.
  10. Adrelius inc. shall have claims for damages against the Customer where the Customer breaches the obligations incumbent on it under these GTCs and is responsible for such breach. In such cases, the Customer (in addition to its duty to cease any further breach) shall have a duty to compensate Adrelius, Inc. for such losses as it has incurred and may yet incur and to indemnify and hold it harmless against any potential third party claims for damages and claims for reimbursement of expenditures caused by the breach. Adrelius, Inc.’s other claims (e.g. blocking of Advertising Space or Advertisements) shall remain unaffected hereby.

Data protection

Storage of personal data

  1. The special attention of the Customer is drawn to the statutory rules on data protection. Adrelius, Inc. advises the Customer that, in connection with the performance of this contract, it may store personal data (e.g. surnames, given names, company names (company) addresses, email/telephone details).

Disclosure of data

  1. For purposes of performing the contract, stored Publisher data (e.g. surnames, given names, company names, (company) addresses, email/telephone details) may be disclosed to Advertisers.
  2. For purposes of performing the contract, stored Advertiser data (e.g. surnames, given names, company names (company) addresses, email/telephone details) may be disclosed to Publishers.
  3. The Customer consents to such disclosure of data. He may revoke this consent at any time (by email to: [email protected]). No other disclosure of data will occur except where an act of this kind is compelled by an immediately enforceable order of a court or governmental authority.

Data protection in cases of data transmission

  1. Adrelius, Inc. points out to the Customer that, pursuant to the current state of the art and technology, it is not possible to comprehensively warrant data protection where data is transferred over public networks such as the internet. In particular, Adrelius, Inc. points that, based on the structure of the internet, it is possible that violations of data protection and privacy may be committed by other persons and institutions beyond the scope of responsibility and control of Adrelius, Inc.
  2. In addition, as a precaution Adrelius, Inc. hereby informs the Customer that data transmitted in unencrypted form by the internet are not secure, and third parties may gain knowledge and modify such data; other parties on the internet may, in certain circumstances, be technologically capable of interfering without authorisation in network security and exercising control over message traffic. For this reason, Customers are advised against transmitting personal or other confidential data in unencrypted form.

Confidentiality

  1. Both Parties hereby undertake to keep confidential all such Confidential Information as is made available to them in connection with the contract relationship, in particular such information as may, for exaple, be designated as confidential or which otherwise should be considered a business or trade secret, without limitation in time, and (unless necessary to achieve the objects of this contract) shall neither record nor disclose or otherwise exploit the same. In particular, areas of contract performance, technical aspects and all other information which are not accessible tot he public should be treated in confidence. In addition, safeguards other agents to ensure that they, too, shall refrain (likewise without limitation in time) from any disclosure or other unauthorised use of such Confidential Information. This duty of confidentoality also includes a duty to prevent unauthorised persons from gaining access to the information. This duty of confidentiality shall survive the termination oft he Parties’ contractual relations.

Place of performance & jurisdiction and venue

  1. The place of performance is the registered office of Adrelius, Inc. in Newark, DE. Exclusive jurisdiction and venue, to the extent permitted by law, shall lie with the courts of Delaware for all disputes arising out oft he Parties’ contractual relations, provided that the Customer is a merchant, legat entity under public law or a special fund under public law or has no proper venue within the USA. Adrelius, Inc. may also file suit the court with jurisdiction over the Customer.

Final provisions

Applicable law

  1. With respect to contracts and claims arising therefrom made by Adrelius, Inc. on the basis of these GTC, irrespective of the type thereof, the sole governing law is the law of the state Delaware, USA.

All agreements, written form requirement

  1. No oral ancillary agreements exist. Amendments or addenda to this contract shall only be valid if made in written form. The foregoing shall also apply to any amendment to this written form requirement.

Assignment of rights

  1. The Customer may not assign the rights and obligations under this contract to a third party except with the prior written consent of Adrelius, Inc..

Disclaimer

  1. Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Adrelius Inc its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

Exclusions

  1. Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Adrelius Inc its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

Changes

  1. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Contact us

  1. If you have any questions about these Terms, please contact us via Email [email protected], by phone +1 (302) 415-3183 or via Chat https://www.adrelius.com/.
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