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plista GmbH Online Standard terms and conditions of business

Stand: 10.10.2009

A. General provisions

1. Field of application and future application

1.1 The following General terms and conditions of business are applicable to the utilization of the services respective the Internet platform plista.com ( called “service” in the following ) of plista GmbH ( called “plista” in the following ), especially to the utilization of the product RecommendationsAds, which enables the exchange and the marketing of content and advertising material between website providers ( “publisher” ) and advertiser ( “advertiser” ) (both are called “user” in the following ), and to the utilization of the product OnSiteRecommendations, which enables publishers to display their own content in the form of personalized recommendations. All objects ( own and external content and advertising material ), which are delivered in both products, are regarded as “recommendations” and “content” in the following. Depending on the utilized product and the role of the user in the plista network, particular provisions for website providers and advertisers are applicable in addition to the general provisions. ( see paragraph A. )

1.2 plista reserves the right to alter and adapt at any time the general terms and conditions of business, other documents related to the contract and the extent and manner of the services, including the availability of features, content and data. In case of an adjustment of documents related to the contract or a substantial modification of the offered services, plista will inform the registered user about the adjustments per e-mail ( to the address deposited at the user account ) in written form and in advance. If the user does not oppose to the adjustments within a period of four ( 4 ) weeks after the notice, or if he continues to use the service uncontradicted, the modifications are regarded as accepted. In case of an objection by the user both parties have the right to terminate the contractual relationship with immediate effect at anytime.

1.3 These general terms and conditions of business of plista GmbH, define the business activities exclusively. In the course of a hierarchy of provisions, possibly conflicting conditions are replaced or extended. All other agreements and documents are loosing their validity with immidiate effect with the approval of the general terms and conditions of business. Effective written agreements remain untouched in case that the hierarchy of provisions was explicitly excluded in the agreement.

 

2. Conclusion of contract

2.1 The user is obligated during the registration for the service to give all data requested in the form up to date, truthful and complete. The user has the further duty to keep the data up to date and correct. Respective adjustments must be made at the platform in the user account provided for this..

2.2 A written confirmation of the registration by plista is required for the legitimate utilization of the service by the user in either case. plista reserves the right to deny the participation of the user at the services without the mentioning of specific causes. plista is not liable for damages of all kinds caused by the decision about the rejection of such a request..

2.3 The user accepts that all notices from plista ( including, but not limited to modifications of the general terms and conditions of business or of the services ) are conveyed in written form per e-mail to the address deposited at the user account. This justifies the lawful delivery of notices to the clients sufficiently.

2.4 Each user receives a not transferable and not inheritable client account through the confirmation of the registration by plista.

 

3. Privity of contract and performances

3.1 plista is operator of an advertising marketplace for on-line advertisement. Website providers ( “publisher” ) may provide spaces for the set-up and display of content by advertisers ( “advertiser” ) through the integration of RecommendationAds. Advertisers may position offers for the booking of the spaces at the Internet platform of plista. plista accepts the delivery of the contents, their execution process and the Ad-Serving for the user.

plista also offers a solution for the delivery and display of individual recommendations by the publishers with the product OnSiteRecommendations. For this product with costs, these recommendations consist exclusively of the publishers own contents.

All web pages registered by the publishers for the participation at plista and spaces within, at which the publisher has attached the product RecommendationAds are regarded as “AdSpace”. A part of RecommendationAds is regarded as “Adlink”. This is at least one recommendation space, which is determined by plista in an automated and rotating way.

Advertisers deposit specific information at the Internet platform, e.g. desired advertising space category, advertising material, set-up period, budget and mode of payment such as maximum cost-per-mille ( “CPM” ) or cost-per-click. ( “CPC” ).

plista calculates the minimum purchase price for AdLinks by using an auction model based on the information for AdSpace deposited by the users at the service and other parameters ( e.g. currently available offers and demand, technical costs, plista margin and so on ).

plista is acting on its own behalf and for its own account and appears as contracting partner of the publisher and the advertiser.

There is no direct privity of contract between the advertiser and the publisher and no direct privity is procured by plista. plista appears not as adviser, agency, trustee, dispatcher or suchlike for the publisher and/or the advertiser. Such contracts between plista and the publishers or plista and the advertisers are contracts sui generis, which content is conform to the general terms and conditions of business. If terms such as e.g. purchase price is used, this is only for demonstration and means no reference to the legal provisions of the law of sales.

3.2 The purchase of AdLinks is determined either by the auction principle or by definite volume agreements based on cost-per-click ( CPC ) or Ad-Impressions ( AIs ).

3.2.1 The advertiser applies at the auction bidder process for the advertising set-ups at the AdLink conveyed by plista in addition to other specifications for his campaign ( categories ) and provides further information, e.g. his maximum daily advertising budget ( daily limit ) or other provided limits and either the maximum price per 1000 Impressions ( CPM ) or the maximum price per click ( CPC ).

If plista has ascertained that only one advertiser is appropriate for a certain advertising space ( e.g. because of targeting information ), this advertiser receives the set-up for the advertisement at the AdLink. If there are set-up requests by several advertisers for one advertisement space, the advertisement space is generally allocated with the contents of the advertiser with the best offer, if a significance for the user was calculated for both contents. plista reserves the right to allocate the AdSpace according to other criteria as the bidden price, especially according to the aspect of the performance for the publisher ( e.g. ascertained probability of the click-through ), the significance for the visitor of the page and other targeting indicators.

The advertiser obtains the AdLink as long as it is provided to plista by the publisher and until an upper bid by another advertiser exists or his daily limit or another provided limit is reached. ( e.g. limits for others periods or the campaign budget ). Then the next bidder follows at the same conditions and so on. This procedure is also applicable for the utilization of other placing criteria than the bidden price, as soon as another advertiser fulfills the criteria in a better way.

3.2.2 The fixed price conditions ( e.g. impressions, time span and price ) agreed upon between the advertiser and plista or between the publisher and plista are applicable to volume agreements for AdLinks.

3.2.3 plista is not obligated to turn an AdLink permanently at the AdSpace of the publisher, especially not if an not sufficient significance for the visitor ( end-user ) had been calculated. In that case the publisher benefits free of costs of the utilization of the plista services, which correspond to the product OnSiteRecommendations in this case, which means without flash of AdLinks.

 

4. General duties of the user

4.1 The user has the duty to ensure that the participation at the service through his user account is solely possible for the user himself. This includes the responsibility for the nondisclosure of the password. The user is in either case responsible to the full extent for all utilizations of the services through his user account.

4.2 The user must observe all technical guidelines by plista concerning the use of the services to ensure an undisturbed operation of the platform. This includes especially measures by the user to avoid an abusive utilization of the services and to make sure that the undisturbed operating and the availability of the service are not affected. plista reserves the right to take measures for the protection of the platform in the case of an offence.

 

5. Availability of plista

plista offers the service at 7 days a week and 24 hours a day. ( program availability ). Program availability includes controls and planned downtimes ( data backup, servicing etc. ), failures which are not caused by us and marginal interferences of the function, if the main service remains available.

In case of an intended downtime of more than continuously 3 ( three ) hours the user will be notified by e-mail. If the user is not able to use plista during a downtime, he is not entitled to claim a right, guarantee, compensation for damages or a counter-order. Compensation for damages is generally not accorded.

plista does not guarantee to the full extent for the availability of it's services. In case of a technical problem which avoids the accurate recordation of a transaction between publisher and advertiser, there are no rights against plista on the part of the publisher and/or the advertiser.

 

6. Accounting and payment

6.1 Each party takes his own expenses concerning the setup of the services. plista will support the user, as far as possible, free of costs.

6.2 A test phase of 45 ( forty five ) days is agreed between the contracting parties, during which the service may be used free of costs. This test phase is limited to the utilization of the product OnSiteRecommendations. In case of a placement of content by the advertiser ( at the product RecommendationsAd ) the incidental costs therefore are excluded and a payment obligation for the advertiser legally begins. The test phase starts with the delivery of the first recommendation.

6.3 After the completion of the test phase the publisher has the opportunity to choose a rate with costs ( OnSiteRecommendations ) or to alter to the product RecommendationsAd. If the publisher appreciates none of the provided possibilities, plista will carry on the service as RecommendationAds free of costs. An alteration to another rate/product is still possible anytime without observance of a deadline.

6.4 If not agreed otherwise the prices indicated at the website (pricing) are valid for the utilization of the services RecommendationAds and/or OnsiteRecommendations.

The payment obligation of the advertiser for the product RecommendationAds arises from the prices ascertained at the auction model and from the actually conveyed clicks on the contents of the advertiser at the pages of the participating publisher. The constraints for the adjusted campaigns ( temporal and for the budget of the campaign ) deposited at the service by the advertiser are applicable in either case.

plista reserves the right to adapt the pricing and/or the payment modes. plista will previously notify the adaption in written form to the user. ( see section 1.1 )

6.5.1 All prices are denoted in € ( Euro ), are net prices plus the legal value added tax, are immediately due and payable within 14 ( fourteen ) days after the date of invoice. plista reserves the right to implement new payment systems. Applicable to the payment transactions between plista and the user is the utilization of the on-line payment system provided by plista, which means precisely the depositation of a valid bank account or the usage of one of the alternatively provided payment methods, as e.g. credit card payment, Paypal etc.

6.5.2 The billing for owing fees takes place only in electronic form.

6.6 Costs arise in connection with the quantity of the valid clicks on the recommendations or the quantity of the API calls to our service ( only with API usage ) or other incidents which are connected with the display of recommendations on your website. plista will accord to the contracting party an accounting for the participation at or the usage of the services according to the product in either case.

If the publisher had decided to display only recommendations of his own content ( no external content at OnSiteRecommendations ) the accounting is valid according to the current prices only for such recommendations, which are performed at or on the registered website of the publisher.

6.7 If the user falls into default with possible payments to plista, plista reserves the right to disconnect the service until all outstanding payments are made. To ensure an accounting in due time, the user is solely responsible for the provision and maintenance of accurate address and contact information and payment data in connection with the deposited account. .

6.8 The payment is calculated only based on the statistics erected by plista. No other statistics or measurement of any kind are accepted by plista and are not effective in the framework of this agreement..

If the user disagrees with the measurement and statistics, which are notified to him by plista, he may terminate the contract anytime, the payment obligation for fees caused prior to the termination subsists. The payment obligations, which originate in the framework of this contract by the utilization of the services for the user, are exclusively meant for him and must not be assigned or passed to a third party in any way, except with the explicit written ( also by e-mail ) permission by plista.

 

7. Earnings

7.1 The product RecommendationsAd consists of recommendations of own and external contents ( ads ) at the page of the publisher. This product is anytime provided to the publisher free of costs.

If the publisher applies plista RecommendationsAd, the publisher may gain earnings at a variable amount. The publisher hereby explicitly agrees that plista is allowed to turn recommendations in the form of displays in the RecommendationsAd. These contents and external recommendations ( ads ) are designated by plista as such. plista is entitled to turn at least one adequate display per side call. The publisher has the opportunity to inform plista in written form if he wants more than one display to be turned.

If not agreed otherwise in written form, the marketing of the displays takes place exclusively by plista and it's distribution partners.

7.2 If the publisher uses the product RecommendationsAd, plista will book to him a payment at the amount of a part of the earnings, which plista had received by third partners ( advertisers ) because of the display of recommendations at the website of the publisher. The amount of the balance is affected by a multitude of factors, among others ( a ) by the quantity of the valid clicks on the recommendations at the web site(s), ( b ) by the quantity of the valid views of recommendations at the website(s), ( c ) by the quantity of valid closings of recommendation incidents initiated by recommendation displays at the websites and/or by other incidents connected with the exposure of recommendations at the websites.

7.3 The fraction of the sum received by the publisher is assessed by plista in sole discretion, if not agreed otherwise in written form. The publisher admits that plista will not notify to him how this fraction was ascertained and what percentage of the total receipts of plista due to the recommendations emerging at the client object is corresponding to that fraction. The payment is calculated solely based on the information stored by plista.

7.4 If the parties have not agreed otherwise in advance and in written form and assumed that the owing amount is higher than the sum of [ € 70,00 ], plista will induce the payment to the publisher within thirty ( 30 ) days after the expiration of each calendar month during which recommendations had been switched at client object(s). If the owing amount is less than [ € 70,00 ], it will be assigned to the following month.

7.5 If this agreement is canceled, plista will pay outstanding payments to the publisher not later than ninety ( 90 ) days after the course of the calendar month at which the agreement was canceled. plista will in no case pay a balance in favor of the publisher which is less than [ € 10 ]. Regarding the administration effort plista is entitled in case of a termination to retain each balance less than [ 10,00 € ] in favor of the publisher.

 

8. Exclusion of earnings

8.1 The publisher has no right to payments for  amounts, which arise from invalid , invalid recommendation incidents or invalid clicks on recommendations or views of recommendations, which are or have been generated by a person, a robot, an automated program or a similar device and which have been detected by plista in a sufficient way. This includes clicks and views, which ( I ) arise to a disproportional amount from IP-addresses of the publisher or computers under the control of the publisher or ( II ) from payment of amounts of money, from false pretences or from the request to users to click on the recommendations.
Clicks which are intermingled with a significant quantity of undue clicks as described above.

8.2 plista has the right to retain payments or to redebit the account of the publisher, if an amount had been transferred due to the aforementioned circumstances.

8.3 plista is entitled to accumulate every pecuniary claim towards the publisher according to this program with any other amount, which the publisher owes to plista or it's associated companies.

8.4 The user has the sole responsibility that the correct address and other contact and payment data for his account are available to plista. plista is entitled to abstract all costs which occur due to not converted or reversed checks or incorrect or incomplete contact and payment data from the again executed payment.

8.5 The user obligates himself to answer for all accumulated taxes and fees, which are accounted by an government agency in connection with the participation at the program. A return of paid value added tax to the user by plista does not take place.

8.6 If the user appeals a payment made in the framework of the program, he has to inform plista in written form not later than thirty ( 30 ) days after the payment in question by using the following address: partner@plista.com. The default to inform plista in this way causes the renunciation of all rights connected with the contested payment by the user.

8.7 plista may retain under certain circumstances payments and other rights of the user connected to the partner program. The user agrees that plista may donate without informing him all funds of the user connected to the partner program ( if available ) to an aid organisation determined by plista, if plista is unable to disburse these funds because the client's account is inactive ( as defined in the following ). “Inactive” means that the user had ( a ) not accepted according to the records of plista, which plista had tried to disburse to him and ( b ) that plista was unable to reach the client after an unsuccessful attempt to contact the user at the address stored at the plista data bank and that plista had not received an accurate allocation.

 

9. Duration of the agreement and termination

9.1 The user may terminate this agreement anytime without specification of causes and without written notice. The deletion of the client account and the elimination of all programs and parts of programs of the service ( plista ) at pages of the user are sufficient for a lawful termination of the agreement. plista reserves the right to terminate with a time limit of 2 weeks and without specification of causes. The right to terminate instantly due to an important reason ( e.g. because of a misuse of the service ) remains untouched by this. The obligation of payment for already originated debts of an user towards plista is unaffected by the termination of the contract.

9.2 The contract ends in all cases as soon as no recommendations on the publisher website and no accounting of such recommendations by plista, which means no utilization of the service by members/visitors at the page of the publisher, takes place for at least 30 days.

9.3 After termination or course of this agreement each party must instantly remove links which had been established in the course of this agreement, return all confidential information and other information, documents, manuals, devices and other materials, which had been provided by the other party. Exceptions, which are agreed in this or another contractual agreement between plista and the client remain unaffected by this.

9.4 plista is not liable for damages of all kinds which emerge from such a termination. In addition to this plista may terminate this agreement at any time if the user takes measures, consciously or negligent, which may cast a damning light on plista or otherwise devaluate the brand name, logo, reputation or goodwill of plista. After the termination of the agreement between the user and plista, the user must immediately remove all parts of the plista recommendations system from his website and delete all plista brand names and logos.

 

10. Remedy directive

10.1 The user acknowledges that a breach of one of the conditions of the general terms and conditions of business may cause an irreparable damage for plista, which extent may not be easily ascertained. Therefore the user agrees that plista may immediately take a legal action in addition to all other possible legal rights in case of a violation of these rights by a user, or one of his executives, employees, advisers or any other effects.

10.2 In case of a termination all representations, guarantees, compensations and promises made by the user persist.

10.3 The unauthorized utilization of the services includes the application of tracking data and other personal data of the members for commercial purposes, including, but not limited to advertisement, marketing and the sending of unwanted notices about goods and services. The user is not entitled to display one of the pages or parts of the pages in a “frame” or inline-link at another website. Unlawful and illegal applications of the service will be reviewed and appropriate legal measures will be taken.

10.4 The duration of this agreement begins with the acknowledgement of the general terms and conditions of business and operates until it is terminated according to the last paragraph. The payment duty begins with the utilization of the services after the course of the test phase which is free of costs ( if agreed ), which means with gained recommendations, which have been delivered and accounted by plista.

 

11. Constraints of application

The publisher may delete, deform or alter all elements ( e.g. widgets or delivered data ) for the display in the widgets or in the recommendation system, if this is explicitly allowed in the current version of this agreement.

plista brands must not be removed from the service. Exceptions are possible, but have to be agreed in written form. The publisher must not indicate the widget or the application of data from the recommendation system in a way which may show a belonging to plista, a sponsoring or an acceptance by plista or which may be interpreted as editorial content which reflects the opinions or evaluations of plista or plista employees.

 

12. Rights and duties

The user holds several rights and duties through the utilization of the services or the provision of the recommendation system to his end-users.

12.1 The publisher has the right to use the tracking data of his end-users, upraised or provided by plista, for the sole purpose of using plista at his website. The publisher acknowledges that plista may use in exchange the anonymous preference data of his users for the performance of services at other websites.

12.2 The publisher accepts the placing of a marked hypertext-link ( “site link“ ) from his website(s) to the plista website to advance the cooperation. This link must be placed beneath the widget.

12.3 Each contracting party affords to the other party during the duration of this agreement a non-exclusive, not transferable, free of costs, worldwide, basic license for the utilization of their brand names, trade marks, service brands, name and service brands ( “brands” ), exclusively and as far as required to establish the side links as described above. The usage of the brands is limited to the utilization of the service and to the accomplishment of the provisions of the general terms and conditions of business. Subject to the allowance of usage by the other contracting party, each party acknowledges the following and agrees that

· he will use the signs of the other contracting party in the correct manner;

· the brands of the other contracting party are and remain the sole property of the other contracting party;

· nothing in this agreement gives the title of property at the brands of the other party;hrt;

· the contracting party will not, neither now nor in the future, contest the validity of the brands of the other contracting party..


12.4 The user is obligated to adapt or alter his own terms of use with the following passage:

“Notification of the use of the plista.com-services at our domain: Our website is supported by a recommendation and personalization system, which is known by the brand “plista” and which is conducted by the plista GmbH, Torstrasse 33, 10119 Berlin, Germany. The service enables for you, our visitors, a personalized offer of our services in form of individualized recommendations for the user of our contents and advertisements and an advancement of the usability. Therefore plista collects preference information ( e.g. evaluations ) from the usage of our services. All data are charged anonymously and protected by the terms of use and the data protection provisions.”


12.5.1 The user acknowledges that plista possesses all rights, titles and claims, including and without reservation all rights at the intellectual property of the service. The user purchases no rights or titles at the services, except those which are explicitly agreed. “Rights at the intellectual property” includes from time to time all rights, copyrights, patents, brands, business secrets or moral rights, which are or may come into force in the future worldwide.

12.5.2 The user acknowledges that all data from the usage of the service, especially but not limited to the tracking and profile data captured or calculated by the service, are abstracted and stored in a way which is regarded as intellectual property of plista. plista is not obligated to transfer or delete this data at request by the user during the agreement or after the termination of the agreement.

 

13. Responsibility for content

13.1 The user gets straight that plista merely provides the technical infrastructure for the procuration of on-line marketing. Because of that plista is not responsible for conveyed content of the participating advertiser and the contents of the publisher at the surroundings of the AdSpaces and especially not for the websites registered for the participation at plista.

13.2 plista generally does not control the above mentioned contents and is not obligated to do so, but is entitled to do so at own discretion.

 

14. Liability

14.1 plista is liable for damages of the user, which have been caused by plista, it's legal representatives, executives or vicarious agents in an intentional or grossly negligent way.

14.2 Independent from the degree of default plista is liable for damages caused by the breach of a duty of essential relevance for the attainment of the pFurpose of contract ( cardinal duty ) by the persons mentioned in figure 14.1 and in the case of a malicious fraud. plista is liable in the same way independent from the degree of default if the damage was caused by the breach of a guarantee provided by plista or is based on a not negligent corporate default.

14.3 Compensation for damages of the user remain untouched if they arise from a violation of life, body or health, which are based on a breach of duty by plista or the group of people mentioned in figure 14.1.

14.4 In other cases than those mentioned in the figures 14.1 to 14.3 the liability of plista is excluded independent from the cause in law. Compensation for damages prescribe with the course of 12 months since their emergence, except if they are based on an unlawful or intentional act.

14.5 Compensation for damages is, if not excluded, limited to the foreseeable and typical damages, this is not applicable to the cases mentioned in the figures 14.1 to 14.3. The compensation in case of default is limited to no more than 5 % of the contract value.

 

15. Compensation for damages

The user compensates, defends and indemnifies plista from claims of a third party and such a proceeding against plista, which is based upon a breach of a guarantee or warranty given by the user in the framework of the utilization of OnSiteRecommendations ( own content at the own website ) under the conditions of the general terms and conditions of business, including but not limited to legal actions by a third person or a proceeding against plista based on a claim arising from the violation of copyright, trade rights or brand rights of the third party in the sense of a usage of material or products at the website of the user or of trade marks or because of an insult of a person, business, company or society.



Your duty of indemnification includes:
* (1) all legal fees and costs connected with the defense of such a claim
* (2) all actually caused damages and costs
* (3) all costs of a possible settlement, alloyed by the user

plista will
* (1) inform the user about such a claim
* (2) offer him sufficient information, assistance and cooperation at the defense of the legal action or proceeding
* (3) give the user the complete control and sole authority concerning the defense and settlement of all such claims

 

16. Export regulations

The user must respect all export laws, limitations and provisions of the German law and of foreign agencies and offices and is not entitled to accomplish the export or reexport of the services if this violates these limitations, laws and provisions.

The user agrees to the provision mentioned above with the download and usage of the services and the data and assures that he does not linger personally or under the control of a third party in a country which is subject of an export regulation and that he is not citizen or inhabitant of such a country.

 

17. Agreement of exclusiveness

The user understands that plista is provided in a non exclusive way and that its services are furthermore offered to other parties for the utilization in connection with a plurality of applications and individualized for them. Nontheless it is attempted to adhere exclusiveness as far as possible concerning the functions for the website of the user and of other potential users in the same branch.

 

18. Confidentiality

Each party acknowledges and agrees that all information of the other contracting party which are not known to the public, including and without reservation the content of this agreement, technical procedures and formula, source codes, names, addresses and information concerning the participants, product designs, client lists, business volume, costs and other unpublished financial information, product blueprints, marketing and other data and legally protected information must be handled as confidential.

 

19. Third parties

19.1 The user is not entitled to delegate his rights and duties from this agreement without the previous written permission by plista. Nothing in this agreement should lead to the assignment of rights to a third party. The parties are independent contractors. Nothing in this agreement should found an employment, an agency, joint venture or any other combined company between the parties.

19.2 The agreement is ruled by and respects the law of the Federal Republic of Germany, regardless of conflicts of basic principles. All conflicts or claims from or in connection with the terms of use or this agreement should be settled in Germany.

19.3 The United Nations Convention on contracts for the international sale of goods is not applicable to the agreement. All information and other notices, which are required by the terms of use or the agreement must occur in written form and are regarded as accorded if ( I ) they are conveyed personally, ( II ) delivered by overnight courier after written control of the date of receipt, or ( III ) are delivered as certified or registered letter with advice of delivery.

19.4 Except of payment duties no party is liable for the failure or the default in the completion of their duties due to strike, deprivation, revolt, rebellion, fire, flood, storm, explosion, earthquake, force majeure, war, government acts or any other cause which is not within the control of the party.

 

20. Severability clause

20.1 This agreement forms the total agreement between the user and plista with regard to its current object. plista and aligned companies may offer their services to other websites and services at different conditions.

20.2 In case of a conflict between these provisions and other written agreements between you and plista, the more specific provision is applicable. If a clause of these provisions should be unlawful, futile, contestable or not enforceable for any other reason, the clause will be regarded as separable from the other provisions and will have no influence on the validity or enforceability of the other provisions.

 

21. Applicable law and jurisdiction

21.1 The interpretation, construction or effect of this agreement and all other agreements connected with this transaction are subject to and do respect the substantive law of the Federal Republic of Germany.

21.2 The user hereby agrees in an irrevocable and unconditional way to the jurisdiction of such a court and disclaims in an irrevocable and unconditional way all defense rights concerning an uncommon forum for the perpetuation of a legal action or proceeding at such a court and disclaims all objections concerning such measures or proceedings and the right of competence at the domicile or seat of the party.

 

B. Special provisions for website providers ( publisher )

22. Legal status

The publisher offers plista an AdSpace ( advertising space or space ) by the registration of websites at the platform and the integration of RecommendationsAds-widgets. plista may accept this offer through an accordant confirmation or the set-up of content in form of AdLinks and set-up for the publisher certain contents of advertisers based on the calculated conditions by plista. Binding minimum prices between plista and the advertiser or participation in sales between plista and the publisher do not exist.

plista acquires the Adlink at the prices and conditions agreed at the marketplace and arising from the general terms and conditions of business with the set-up of the content.

 

23. Warranty for the content by plista

plista is responsible for the delivery logic. plista gives no warranty for the efficiency or the advertising content of the advertising material provided by the advertiser, which are connected with the participating website of the publisher. plista obligates advertisers to adhere the legal provisions. plista does not guarantee that the denoted AdLinks have any thematic or other connection to the participating website of the publisher. plista is responsible for the delivery logic.

 

24. Responsibility of the publisher and support of tracking/targeting The publisher is responsible for the content and the availability of his website and is obligated to control his websites regularly. He guarantees the availability of his participating websites according to figure 5 of the general terms and conditions of business.

The publisher must secure, that the AdSpace offered by him is according to the technical demands of plista and that plista is able to allocate the registered AdLink with content and to elevate the access counts ( “tracking” ) necessary for the execution and accounting of the promotional relationship. This is also applicable to possible targeting technologies of plista or the advertiser.

 

 

25. Placement of Recommendations

The publisher is allowed to use the HTML and Javascript code provided by plista exclusively under the denoted URL and in the surroundings denoted and described by him. The publisher receives no fee for the abusive usage of the code ( I ) at not intended websites or ( II ) in another as the defined promotional surrounding. Compensation for damages from plista against the publisher is unaffected by this.

The publisher is not allowed to attend or alter the HTML- or Javascript code provided by plista or to remove or modify in any way tracking tags which may be integrated in the codes.

 

26. Guarantee of the power of disposal, tests and improvement

26.1 The publisher guarantees that he is entitled for the marketing of the AdSpace registered at the platform and that he may dispose freely over the AdLinks.

26.2 For the test and improvement of the performance and the earnings, plista is entitled to use the therefore required adequate quantity of advertisement displays at the registered AdSpaces free of costs solely for this purpose.

 

27. Payment of the publisher

The payment claim of the publisher against plista for an occurred advertisement set-up occurs only when plista had sold this advertisement set-up to an advertiser and the advertiser had completely paid to plista.

 

28. Illegal practices and forbidden advertisement surroundings

28.1 The publisher is not allowed to register AdSpace at plista if the participating website

· contains glorification of violence or war, erotic, pornographic, inciting or inhuman contents or

· hallmarks of unconstitutional organisations

· or other unlawful content in a direct way or by a hyperlink to pages with such a content


Furthermore the following surroundings are illegal:

· paidmailer, which means advertising mailer which are paid by the receiver;

· banner farms, which means pages which consist almost exclusively of an accumulation of banner ads;

· IP-traffic, which means automatically generated page views;

· dialer, ad-or spyware

· file sharing networks


28.2 The publisher must assure that the URL of the advertiser is visible in the address bar after clicking the AdLinks. The framing of the site within the partner website is illegal.

28.3 If the publisher violates the prohibition of illegal practices in a culpable way, the corresponding payment claim is omitted without substitution, except that the publisher proves a lesser damage. In case of justified suspicion of a culpable violation of the prohibition of illegal practices by the publisher plista has the right to detain the payment until the clearance of the facts, except that the publisher provides security at the same amount. The publisher obligates himself to remove the advertisement material, especially the HTML or Javascript code from his website within 24 hours, if he is requested to do so by plista because of his culpable behavior.

 

C. Special Provisions for advertisers

29. Legal position, no confirmations

The parties do agree by the input of content or ads at the platform and the depositation of the destined allegations at the recommendations system the publication of the contents by plista at spaces in the network ( AdLinks ), which are offered to plista by publishers for the usage and marketing.

As an equivalent plista receives the fee agreed between plista and the advertiser, which amount results from the consideration of the specified parameter by the advertiser at the platform for the auction procedure or a fixed agreement. The obligation of plista to deliver the content ends with the temporal or budgetary limit of the campaign.

plista makes to advertisers no qualitative or quantitative assurances or details concerning the offered advertising spaces, their advertisement value or about the amount paid to a publisher for a certain advertising space, if not explicitly agreed otherwise.

 

30. Responsibility of the advertiser

30.1 The advertiser is responsible to the full extent both in the technical respect and in respect of the content for the content used at plista or at the spaces conveyed by plista.

30.2 The advertiser guarantees through the uploud, linking or entering of the content at the platform that the contents do not violate applicable law at the distribution area of the platform, especially Germany and the European Union and that he may dispose freely to the extent necessary for the completion of this contract over the rights at the content, especially personal rights, and that conflicting rights of a third party do not exist.

 

31. Illegal Advertising content

The advertiser is not allowed to upload, link or enter contents at plista which are

· glorifying violence or war, pornographic, inciting or inhuman or

· including hallmarks of unconstitutional organistaions

· unlawful for another reason or which are linked to another side which such a content by hyperlink.

 

32. Transfer of rights

The advertiser admits to plista by the placement, link, upload or entering of the content at the platform the non-exclusive and territorial boundless usage right at the content for the time of the campaign.

 

33. Payment obligation and due date

33.1 The advertiser is obligated to pay the fee to plista which results from the engaged service ( or advertisement service ). This results, depending from the accounting model applicable, either from the auction model or directly from the agreed volume agreement.

In any case no more than the maximum bid for the occupied space will be brought into account for the advertiser. If the deposited limits of the advertiser are reached, no further accounting will take place in any case.

The advertiser is free at any time to alter the further set-up of his contents by an alteration of the adjusted declarations and parameter ( e.g. occupied spaces, highest bids ) and to optimize and adjust his campaign in this way.


33.2 The fee for auction offers according to figure 3.2.1 is brought into account for the advertiser and becomes payable at the incidence of one of the following events:

- the fees which are not cleared yet are more than 50 EUR or
- the end of the calendar month.

33.3 The fees for volume agreements according to figure 3.2.2 are brought into account immediately with the set-up and are due to payment.

33.4 plista is entitled to collect the fees payable by the advertiser from the bank account deposited at the user account or the credit card account or to charge the account with the according amount. .

33.5 To secure a correct payment plista reserves the right to make a solvency check.

 

34. Booking by agencies and right to slide

34.1 If agreed, a commission of the agreed amount is paid in case of booking by an agency ( in case of function as agency and factoring )

34.2 In case of agreed duration of set-ups plista has the right to slide, which means in case that the media service was not provided during the agreed period at the booked spaces of the publisher. The duration of this right is equivalent to the agreed duration for the set-up, which means that in case of a set-up duration of 10 days plista may perform the service in the ten days following the set-up duration.

 

Revocation advice

Right of revocation

Customers may declare the revocation of their contractual statement within two weeks without specification of causes in written form ( e.g. letter, fax, e-mail ). The time limit begins not earlier when the receipt of this advice. To respect the time limit it is sufficient to post the revocation in time. The revocation must be mailed to: info@plista.de
 

 

Consequences of revocation

In case of a valid revocation all mutually received performances must be returned and emoluments taken ( e.g. interest ) must be returned. If the user is unable or partially unable to return the service to us or only able to return it in a deterioted condition, he must pay compensation. Obligations to return payments must be fulfilled within 30 days from the posting of the revocation.
 

 

Special Advice

Your right of revocation is expired earlier if we start to perform the services with your written approval before the end of the time limit for the revocation or if the user asks plista to do so.

End of revocation instruction