adrelius
Maximize traffic. Maximize profit. Your ad broker.
General Terms and Conditions of Business for the use of adrelius by
Publishers and Advertisers
Adrelius, Inc. operates a platform under the Adrelius
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
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.
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«).
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.
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).
Party / Parties:
when used in the singular, Customers or Adrelius, Inc.
individually, when used in the plural, Customers and Adrelius, Inc.
jointly.
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.
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«).
Adrelius, Inc.:
In the aggregate, this refers to Adrelius, Inc. as a company,
including its Board, salaried staff, contract workers, apprentices
and trainees.
Traffic:
This is a generic term for Users surfing the internet.
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.
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.
Advertising Spaces:
This may, for example, be domains or websites with or without
content.
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.
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
Introductory provisions
These 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.
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.
Amendments to the GTCs
Adrelius, 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
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
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.
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.
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.
A Customer may only have one Advertiser and/or one Publisher
Account. Customers are prohibited from opening multiple
Accounts.
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.
In registering for an Account, the Customer is deemed to fully
consent and agree to these GTCs.
Use
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.
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.
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.
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.
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
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
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
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
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).
The Advertiser warrants that he has the requisite rights to
and/or for the Advertisements offered by him.
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).
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.
In the event of any serious breach, Adrelius, Inc. is also
entitled to terminate the contract without notice.
Where the Advertiser is the operator of a network, he warrants
to a
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.
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
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.
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.
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.
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.
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.
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.
The Advertiser must ensure that the Advertisements and the
landing pages function properly and that their content is
appealing.
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.
The Advertiser hereby undertakes that it shall neither
intentionally nor negligently itself do or allow any third
party to do the following:
open pop-ups that cannot be closed by a click without this
causing one or more pop-ups to be opened.
open more than one pop-up when opening or leaving a page.
use any mechanism preventing pop-ups from being closed.
imitate system error reports.
start downloads without User interaction.
launch alarm sounds that could entail stress to the User.
upload advertising and langing pages containing or
involving the following:
Parked domains with Google Advertisements or websites
with Google AdSense, except where this has been
expressly consented to by Google or a counterparty
Games of chance (such as games involving wagers of
money, poker, casino etc.)
Glorification of violence and/or hate and/or depictions
thereof
Malware, scareware, phishing
Misleading of Users
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«)
Chargeable registrations without clearly indicating the
price
Toolbars, downloads with toolbars, false software
updates
Downloads that do not come from an official app store
(such as Google, Apple, Microsoft, etc.)
Sale of illegal goods (such as alcohol, tobacco,
prescription medication, weapons, ammunition etc.)
Cookie dropping
Erotic content
Advertising erotic content on Advertising Spaces which
are not defined as erotic spaces
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
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.
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
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.
In cases of doubt, Adrelius, Inc. has the right to demand
evidence thereof and to deactivate the Account until final
clarification is achieved.
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
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.
All payments must be made in US Dollars or Euros.
All fees and taxes (if any) are added to the monthly incurred
costs and shown separately on the settlement statement.
Adrelius, Inc. reserves the right at any time to change the
available options for debiting the Advertiser’s credit balance.
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.
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.
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.
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.
In respect of charges for Traffic supplied, the figures of
Adrelius, Inc. shall be deemed solely binding.
Where the Advertiser wishes to obtain a refund of his remaining
credit balance, he must contact support (e.g. by email to hello@adrelius.com). 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.
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.
Adrelius, Inc. is authorised to make adjustments to the credit
balance in the following cases:
Disbursement of bonuses
Deductions of transaction fees
Deductions of processing fees
Deductions of inactivity fees
Adjustments for technical reasons
Adjustments due to fraudulent activities
Adjustments on the basis of special agreements with the
Advertiser
Definition of the performance of services
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.
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
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
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).
The Publisher hereby warrants that it has the requisite rights
to and/or for marketing of the Advertising Spaces.
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).
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.
In the event of any serious breach, adrelius inc. is also
entitled to terminate the contract without notice.
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.
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
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.
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.
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.
The Publisher shall ensure that his Advertising Spaces are
correctly displayed by the most common browsers and using the
most common software versions.
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.)
The Publisher may not supply Advertisements on Advertising
Spaces which Adrelius, Inc. has not approved.
Upon request of Adrelius, Inc., Publishers shall submit to
Adrelius, Inc. the current implementations of the
Advertisements on their Advertising Space.
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.
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.
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.
The Publisher hereby undertakes that he himself shall neither
intentionally nor negligently do the following or permit any
third partyto do so:
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
To »crawl«, »spider«, index, »cache« or otherwise cause
automated downloading of Advertisements
To automatically generate Traffic or conversions
To modify the Advertiser’s landing pages (e.g. to use
search queries to make changes to the landing page URL or
the like)
Absent a special waiver from Adrelius, Inc., to monetise
Advertising Space which has no content
Absent a special waiver from Adrelius, Inc., to monetise
Advertising Space which would be classified as erotic
To monetise Advertising Space containing the following:
Violence and/or hate
Sale of illegal goods (including, but not limited to,
alcohol, tobacco, prescription medication, weapons,
ammunition, etc.)
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‹)
Cookie dropping
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
Website Advertising Space
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.
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.
Advertisements should be labelled with »sponsored links«,
»ads«, or »Advertisements«.
Anti-fraud measures
The Publisher may not undertake any activities whatsoever in
order to artificially increase his income, including, but not
limited to:
Self-clicking on Advertisements or asking others to click
on them.
Constant reloading of websites, whether manually or
automatically.
Offering Users incentives to click on Advertisements
whether or not for consideration.
To use bots, scripts or other tools oneself, or to have
third partiesuse them, or offer them in order to increase
advertising income.
Publishers are prohibited from using inter alia the following
techniques:
Automatically generated content
Cloaking
Forwards that conceal the source of the Traffic
Doorway pages
Cookie dropping
Copying of third party content
Sending automated enquiries to the Platform outside the API
/ Feed Integration
Modifying Platform advertising tags
Spam
Disbursement and finances
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.
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.
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.
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.
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.
Adrelius, Inc. is entitled to make adjustments to the credit
balance in the following cases:
Disbursement of bonuses
Deductions of transaction fees
Deductions of processing fees
Deductions of inactivity fees
Adjustments for technical reasons
Adjustments due to fraudulent activities
Adjustments made on the basis of special agreements with
the Publisher
Liability in damages
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
The Parties are granted the right to terminate the contract at any
time, without the need to specify grounds thereof, upon 14 days’
notice.
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
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
the Customer breaches these GTCs
quality problems at the Customer occur (e.g. Spam, click fraud)
the Customer participates on the Platform with Advertising
Space or Advertisements which have not been approved.
Notice of termination is only valid if given in written form.
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.
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
Adrelius, Inc. is not obliged to examine Advertising Spaces or
Advertisements for their permissibility or correctness.
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.
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.
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.
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
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.
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.
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.
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.
In further and other respects, the amount of Adrelius, Inc. liability for
pecuniary losses shall be limited to such losses as were typically
foreseeable.
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.
The provisions set forth above shall also apply in favour of Adrelius, Inc.
staff members and other vicarious agents.
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.
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.
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
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
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.
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.
The Customer consents to such disclosure of data. He may revoke
this consent at any time (by email to: hello@adrelius.com). 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
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.
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
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
The place of persormance ist 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
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
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
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
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
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
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.