MASTER TERMS OF SERVICE

FOR THE AFFILIMATE MARKETPLACE

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.

1. General Provisions

1. Adaero Software GmbH, Johanniterstraße 2, 10961 Berlin, registered in the commercial registry of the district court of Berlin Charlottenburg under HRB 228340 B (“Affilimate”, “Company”, “we”, “our” or “us”) provides a Marketplace Platform through the website https://affilimate.com (the “Website”) and subsidiary web properties. Company offers various services through the Website, to which different terms may apply.  
2. These Master Terms of Service for the Marketplace Platform (“Terms of Service”) apply to Advertisers and Publishers (as defined below, Section 2), for any and all services related to the Marketplace Platform, and Affilimate’s provision of the Marketplace Platform is conditioned on acceptance as Advertiser or Publisher, or both, of these Terms of Service without modification of any kind. For purposes of these Terms of Service, Advertisers and Publishers are hereto referred to as the “Partner” or “Partners” and if related “you” or “your(s)”. Affilimate and a Partner are collectively referred to as the “Parties” or individually as “Party”.
3. By using the Services or registering in the Website for Marketplace Platform, Partner agrees to the latest Terms of Service, which apply to all existing Services, and any features we may add to our Service over time (“Agreement”). Any general terms and conditions of the Partner shall not apply to this Agreement unless expressly accepted in writing by Company. While Partner’s program, network or other terms may apply between Advertisers and Publishers (“Network Program Terms”), such Network Program Terms shall have no effect on this Agreement. Failure to enforce any right or provision of these Terms of Service do not constitute a waiver of such rights.
4. The Company may, at its full discretion, maintain different accounts for different types of Partners. If an Authorized User opens an account on behalf of Partner and/or Partner’s legal entity, then Partner represents that such Authorized User has the authority to bind Partner and any legal entity that Partner represents.
5. Before using the Service, please read this entire Agreement carefully. If Partner and/or its Authorized User(s) access or use the Services in any way, each of you agree to: (i) have read and understood this Agreement; (ii) accept this Agreement on your own behalf and on behalf of any legal entity that you as Authorized User and/or Partner represent, and (iii) not use the Services in a manner that violates any applicable Marketplace Platform rules, terms, or agreements. If you do not agree to the terms of this Agreement, you must stop using the Marketplace Platform and Services immediately.

2. Definitions

3. Services    

1. Scope of Services. The Company’s Services include, but are not limited to:

1. the Marketplace Platform;
2. product information submission and accessibility tools, including a searchable catalogue of affiliate-linkable products, performance insights, and campaign planning support;
3. a structured negotiation framework that enables Partners to agree on Partnership Agreements directly within the Marketplace Platform;
4. Dynamic Link Technology, also upon conclusion of Partnership Agreements;
5. marketing campaign management tools allowing Partners to create and manage campaigns;
6. performance tracking and analytics tools, which includes the collection, analysis, and sharing of Platform Interaction Analytics Data with Advertisers for campaign performance reporting and for discovery or matching purposes within the Marketplace Platform.

2. Change to Services. Company is entitled to change the Services, especially the content and structure of the Marketplace Platform, at any time by changing, adding or removing functions, provided that this does not substantially adversely impact the successful performance of this Agreement. Company shall inform the Partners accordingly of any substantial changes.
3. Permitted Use. The Service may only be used for business purposes and in business-to-business transactions. Company’s competitors are prohibited from accessing or using the Services, except with Company’s prior written consent. In addition, access to the Marketplace Platform for benchmarking, competitive analysis, or any similar purposes is strictly prohibited. The Service is not available to any Partner who has been removed from the Marketplace Platform by Company.

4. Registration and Access to Marketplace Platform, Submission of Content

1. Access. Company will provide the Partner and its Authorized User with the necessary access credentials and instructions required for using the Marketplace Platform. Where applicable, the Partner may create additional account IDs and passwords for Authorized Users’ access to the Marketplace Platform and/or Spaces. Each Authorized User must register and log in using unique credentials. The Partner is responsible for maintaining the security of its and its Authorized Users’ accounts and credentials. The Company shall not be liable for any loss or damage arising from the Partner’s failure to comply with this security obligation.
2. Access to Spaces. Partner may create and manage Spaces within the Marketplace Platform. Each Space serves as a dedicated access-controlled workspace where a Partner can administer campaigns, collaborate with Authorized Users, share access to tracking tools, reporting dashboards, content, performance data, and/or communication features. Partner may authorize access to its Space for Authorized Users. Each Partner is responsible for managing permissions and roles within their Space, including the ability to add, remove or modify Authorized Users’ access. Authorized Users may be granted access to one or multiple Spaces. Between the Company and Partner, Partner is ultimately responsible for maintaining the confidentiality and security of its own and its Authorized Users’ login credentials and for all activities conducted within its respective Spaces.
3. Contact Information. Partner must provide contact information including full legal name and a valid email address in order to complete the signup process. All information submitted to Company or in connection with a Service must be accurate and complete and Partner will maintain and promptly update any profile supplied to Company or to other Partners to ensure accuracy at all times;
4. Malware Protection. Partner undertakes to check provided data and information for viruses or other harmful components using state-of-the-art anti-virus programs before entering such information in the Website or Marketplace Platform.
5. Partner Material Integration. Partner may collect, integrate and/or extract Partner Material in, to and from the Service and the Company, upon Partner’s request and for the purpose of providing the Service, can collect, integrate or extract Partner Material in, to and from the Service through various methods, including an API connection with the third party source, uploading CSV/XLSX files containing data and data extracted via browser extension.
6. Submission of Product Catalogues. Once the account is approved, Advertiser may import Partner Materials into the Marketplace Platform either through submission using Product Catalogue Connections, or via direct upload, or through export capabilities from an Affiliate Network, third-party aggregator or other integrated data sources (in each case by providing applicable credentials or access), or through a method mutually agreed upon by the Company and the Advertiser.
7. Profiles. By accessing the Services, Partner explicitly grants Company permission to email or display Partner’s profile and such other information as may be supplied by Partner to Company on or from the Website, as Company shall deem advisable in its sole determination in connection with the Service.
8. Permission to Access Content. By accessing the Service, Partner explicitly grants Company permission to access Partner’s account and those messages, data, information, text, graphics, audio, video or other material posted/uploaded/transmitted to or through the Service using Partner’s account, solely in connection with the provision of Services.

5. Conclusion of Partnership Agreements on the Marketplace Platform

1. Partnership Agreement. Partners may enter into a Partnership Agreement to promote products through the Marketplace Platform. Affilimate acts solely as a service provider and facilitator by offering the above-mentioned Services as described in Section 3 of this Agreement and is not part of that Partnership Agreement. Partners are solely responsible for the fulfillment of their respective obligations under the Partnership Agreement. Affilimate cannot and will not be held liable for the execution of the Partnership Agreement or any disappointed business expectations associated with it.
2. Acceptance. Campaign proposals may be initiated or received by Partners through the Marketplace Platform. Final campaign terms must be mutually agreed upon in a Partnership Agreement. Upon formal acceptance of a campaign, the Publisher may review and double-check the terms and set a timeframe during which the campaign shall be executed. The Publisher may then bindingly schedule the campaign through the Marketplace Platform, with the option to use the Dynamic Link Technology.
3. No by-pass.  A Partner shall not bypass the Marketplace Platform by diverting, transferring, or executing all or part of any specific campaign opportunity or transaction initially discovered or facilitated via the Marketplace Platform, directly or indirectly with another Partner outside of the Marketplace Platform, without the prior written consent of the Company. For clarity, this obligation does not restrict a Party from maintaining previously existing or establishing new unrelated commercial relationships outside of the Marketplace Platform, provided such relationships do not involve campaign opportunities originating from or facilitated through the Marketplace Platform.
4. Audit rights. The Company reserves the right to audit a Partner’s compliance with the foregoing provision, upon reasonable prior notice and during normal business hours. Such audits may be conducted remotely or onsite, and may include the review of relevant records and data necessary to verify adherence to these obligations, subject to applicable confidentiality protections.
5. Termination right. A breach of this Section shall constitute good cause for immediate termination of the Partner’s access to the Marketplace Platform under Section 13.3, without prejudice to any other rights or remedies available to the Company under these Terms of Service or applicable law.

6. Partner Materials, Responsibilities, Representations and Indemnities

1. Company Disclaimer. Company respects the intellectual property rights of third-party creators and content owners. Given the nature of the Service and the volume of information submitted, Company cannot and does not monitor Partner Materials and disclaims any liability for such content.
2. Partner Materials Guarantee. Partner hereby represents and warrants:

1. to have all necessary authority, rights and permissions to use, upload, share and submit the Partner Materials and grant the licenses described in these Terms of Service,
2. to give each Authorized User the authority to bind Partner and any legal entity that Partner represents, and to have all applicable rights, permissions and consents from such Authorized Users that are necessary for the lawful use of such Authorized Users’ data, including usage data,
3. that the Partner Materials are accurate, current and complete,
4. that neither the Partner Materials nor Partner’s use of the Service will infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights,
5. that the submission of Partner Materials complies with all applicable laws and do not cause harm to any person,
6. that Company is allowed to make use of the API connection, upload and/or extraction on behalf and for the benefit of Partner, and
7. that the use of and access to the Product Catalogue Connection, the API connection, or any other method for uploading or extracting Partner Materials, including but not limited to third-party catalogue providers or integrated data sources, by the Company, as authorized by Partner, does not infringe any terms or agreements between Partner and the applicable third party.

3. Partner Responsibilities. Partner shall not, or permit others to:

1. submit Partner Materials that are offensive, discriminatory, or harmful;
2. transmit unsolicited communications (e.g., "junk mail", "spam" or mass emails), or collect or harvest data from the Marketplace Platform or the Website without explicit consent;
3. submit or promote false, misleading, defamatory, obscene, abusive, or unlawful information;
4. upload or transmit Partner Materials containing viruses, malware, or other malicious code;
5. engage in unauthorized commercial activities, including advertising, solicitations, contests, sweepstakes, barter, or pyramid schemes without Company’s prior written consent;
6. use automated tools (e.g., robots, spiders) to monitor, copy, or scrape content from the Marketplace Platform or Website without the Company’s prior written consent;
7. interfere with the proper functioning of the Services;
8. attempt to decompile, reverse engineer, or disassemble the Services or any similar action; or
9. impose an unreasonable or disproportionate load on the Service or Company's hardware and software infrastructure.

4. Partner Use of Service. The use of the Services requires the Partner’s use of compatible hardware and software, including mobile devices, routers, data communication devices, etc., that are up to date with the current state of technology. Partner hereby represents, warrants and covenants that:  (i) that Partner’s use of the Service complies with all applicable laws and do not cause harm to any person, (ii) Partner’s  use of the Service does not violate any agreements between Partner and a third party, and (iii) Partner will neither use the Service for any purpose other than those specifically permitted herein, nor will you use this Service in violation of the laws or these Terms of Service.
5. Partner Covenants. Partner covenants and agrees to:

1. inform Company immediately if there are any indications that a third party restricts the use of the respective API connection or if there is doubt regarding infringements of third-party contracts. In this case, Company has the right to stop providing the API connection and will provide other Services under this Agreement.
2. be and remain financially responsible for Partner’s account and to comply with the responsibilities and obligations as stated in these Terms of Use, and in any policies or procedures posted on the Website, including but not limited to those for deposits of funds, account payouts, payment methods, and refunds;
3. be contacted via Email and text messaging by Company, and by third parties if relevant, regarding Company’s Services;

6. Partner Indemnification. Partner agrees to indemnify, defend and hold harmless Company, and its officers, directors, employees, agents, and contractors from and against any and all claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys' fees, arising from or related to:

1. Partner Materials provided or approved by you or your Authorized Users on your behalf for publication, including for the avoidance of doubt, claims for breaches of any third-party intellectual property rights,
2. Partner’s (including its Authorized Users’) use of the Service,
3. Partner’s (including its Authorized Users’) breach of these Terms of Service,
4. acts, omissions and content creation carried out under Partner’s account (including its Authorized Users), whereas Company will consider all acts, omissions and content on the Marketplace Platform under Partner’s account and Spaces as duly authorized by Partner; and
5. any actual, prospective, completed or terminated service between you and a third party.

7. Company’s Representations and Warranties and Indemnification

1. Service AS-IS. Company warrants that it will perform its obligations under this Agreement with reasonable care and skill, adhering to industry practices and standards, and in compliance with applicable laws. The Services are provided “AS IS”.
2. Service Maintenance. Partner acknowledges that regular maintenance is necessary to ensure the availability and proper functioning of the Services. Company may interrupt the provision of Services for scheduled maintenance but will, to the extent possible, consider Partner’s interests when planning the maintenance periods.
3. Exclusions. The warranty does not extend to the following:

1. Company does not warrant or assume any liability for contracts, including Partnership Agreements, made on the Marketplace Platform between Partners.
2. Company does not warrant that the Partner’s business expectations associated with the use of the Services will be realized.
3. Company does not provide any warranty regarding the true identity, legal capacity or authority of Partners on the Marketplace Platform.
4. Company shall not be liable for any faults or disruptions in the network for which Company is not responsible. For clarity, Company is only responsible for ensuring the availability of the Services to the extent that any unavailability is caused by issues within the network operated by Company, or by failures in the Company’s web or communication server.
5. Company does not guarantee the Services will function with all third-party plugins, components, web browsers, or web hosts.
6. Company does not guarantee the success, quality, or performance of any campaign or promotional activity. Company is not liable for any errors, omissions, or changes made by a Publisher that negatively affect campaign performance. Publisher acknowledges that Advertisers may dispute campaign performance.

8. Payments and Fees

1. Affilimate Marketplace Fees. Access to and the use of the Marketplace Platform is subject to service fees as set forth in the current Price List or, where applicable, as specified in an Order Form.
2. Commission Payments. Affiliate programs may include commission payments or bonuses to Publishers. While Company facilitates most of these transactions by transmitting payout data to partnered payment providers, its role is limited to technical enablement based on tracking and attribution information.      
3. Payment Providers. In order to comply with the legal requirements Company utilizes third-party providers to handle payment transactions, including but not limited to payouts to third parties. Payments facilitated via the platform are subject to the terms of the respective payment provider, and users may be required to enter into separate agreements with them. Company bears no responsibility for the performance, delays, or errors related to these external services. Partners are responsible for keeping their payment information up to date. The Publisher is not entitled to any earnings, commissions or other payouts before the respective amount has been paid by the respective debtor.
4. Payment Method. To maintain access to the Marketplace Platform, each Partner must have at least one valid payment method linked to their account. Accepted payment options may include credit cards, bank transfers, or any alternative methods approved by Company. By submitting your payment details, Partner authorizes Company to perform pre-authorizations, process financial data, and charge the account for any due balances under this Agreement. Partner hereby confirms to be legally entitled to provide and use the selected payment method, and that doing so does not breach any applicable law or third-party terms. Advertisers may choose to make payments to Company either via the Affiliate Network or directly within the Marketplace Platform. A Partner is responsible for any charges assessed by such Partners’ bank or payment provider.
5. Currency. Unless otherwise agreed in an Order Form all transactions must be processed in U.S. Dollars. If payments are made or received in a different currency, the Partner shall bear any conversion fees.
6. Invoicing. Payments will generally be invoiced monthly. Payments are due 14 days upon receipt of the respective invoice. Payments are accepted by using bonuses within the Affiliate Network, the balance of the pre-funded account, or by transfer of the invoiced amounts.
7. Late Payments. In the event of late payment, a default fee of 9% per month will be applied to the outstanding balance. If payment is not received within fourteen (14) days of the due date, Company reserves the right to suspend or terminate the Partner’s account and Services until the outstanding amount is fully settled.
8. Failed Payments. Failure to settle outstanding fees, commission payouts, or other amounts, whether owed to Company or another Partner, may lead to immediate action. This could include temporary suspension or permanent deactivation of Partner’s account, charges to any payment method on file, or other remedies permitted by law or this Agreement. Even in the event of access restrictions due to non-payment, any fees or charges already incurred remain Partner’s responsibility. Note that Company is not liable for any unpaid transactions between Partners in the Marketplace Platform. Company does not mediate disputes between Partners regarding such transactions, and these issues must be resolved directly between the involved parties.

9. Liability

1. Liability. Company is liable for damages and reimbursement of expenses (including attorney’s fees) to an unlimited extent and in accordance with the statutory limitation periods:

1. in the event of intent and gross negligence on Company’s part,
2. in the event of death, personal injury or bodily harm for which Company is responsible,
3. guarantees from Company, and
4. in the event of claims under the German Product Liability Act against Company.

2. Material Obligations. In cases of simple negligence, Company is only liable for breaches of Company’s material contractual obligations, including its legal representatives and agents and only for damages that are typical for the Agreement and which Company could have anticipated at the time of entering into the Agreement based on the circumstances known at the time. A material contractual obligation is an obligation that is essential for the proper performance of the Agreement, or the breach of which endangers the purpose of the Agreement, and one that you can typically rely on being fulfilled.
3. Force Majeure. A Party will be excused from a delay in performing, or a failure to perform, its obligations under the Agreement to the extent such delay or failure is caused by the occurrence of any contingency beyond the reasonable control, and without any fault, of such Party, which contingencies include acts of God, war, riot, power failures, fires, cyberattacks, strikes, pandemics and floods (referred to as a “Force Majeure Event”). In such event, the performance times will be extended for a period of time equivalent to the time lost due to the Force Majeure Event. In order to avail itself of the relief provided in this Section, the affected Party must act with due diligence to remedy the cause of, or to mitigate or overcome, such delay or failure.  Company assumes no liability for any faults or disruptions within its network for which it is not responsible.
4. Exclusion.

1. Company’s liability does not extend to any impairments of the use of the Services rendered by Company on the Marketplace Platform in line with the Agreement which result from the Partner’s and/or its Authorized Users’ improper or incorrect use.
2. Company is not responsible for any errors or delays caused by an incorrect e-mail address provided by Partner and/or its Authorized Users or other technical problems beyond Company’s reasonable control.
3. To the extent that there is any possibility that Partners may be redirected to databases, websites, services etc of third parties via the Marketplace Platform, e.g. as a result of Third-Party Content, Company shall not be liable either for the accessibility, existence or security of such databases or services or for the contents thereof. In particular, Company shall bear no liability for the legal propriety, substantive correctness, completeness, timeliness, etc thereof.
4. Company is exempt from liability for illegal content posted by the Partner and/or its Authorized Users on the online platform, provided that Company has no actual knowledge of such content or of circumstances that make the illegality of the content obvious. For the purposes of Section 9.3. of these Terms of Service, illegal content refers to any information that is not in compliance with the law of the European Union or the national law of a Member State of the European Union.

10. Data Protection & Privacy

Company respects the privacy and security of our Partners and their Authorized Users. By using the Service, Partner represents to have obtained consent on behalf of, and hereby gives consent to the collection, use and disclosure of its Authorized Users’ personally identifiable information as well as any non-personally identifiable information, as described in more detail in the Company’s Privacy Policy (https://affilimate.com/qs/privacy-policy/). .

11. Intellectual Property, License Rights, and Site Content

1. Affilimate IP. The Partner acknowledges Company’s intellectual property rights in the Services, especially the Marketplace Platform, the Dynamic Link Technology, the Website, their components and related content, the databases, the Company’s trademarks and the Know-how used for the provision of the Services (all together ”Affilimate IP”) and waives the right to contest these rights in any form whatsoever. Affilimate IP is protected by laws. Nothing in this Agreement shall be construed as granting, by implication or otherwise, any license or other right to the intellectual property of the other party, except as expressly set forth in this Agreement.
2. License right for Partners. Subject to the Terms of Service, in particular payment of agreed-upon fees, Company grants the Partner a non-exclusive, non-assignable, non-transferable, with no right to sub-license, worldwide limited right to use the Services for the duration of this Agreement within the agreed scope.
3. Restrictions. Subject to the license rights granted in this Agreement, any representation, reproduction, adaptation, full or partial use of Affilimate’s content, Affilimate IP, registered trademarks and Services offered on the Website or Marketplace Platform without the prior express and written authorization of the Company is strictly prohibited and may be prosecuted. The Partner agrees to:

1. use the Services, Marketplace Platform or Website solely for their intended purposes;
2. refrain from making any copies of the Services, Marketplace Platform or Website;
3. not reproduce, including by methods equivalent to scraping, correct, extract, modify, translate or integrate any part of the Services, Marketplace Platform or Website or of any content (photographs, descriptions, etc.) published by Company into other software or create derivative works based on the Services, Marketplace Platform or Website;
4. not extract any data by permanently or temporarily transferring the entirety or a qualitatively or quantitatively significant part of the database content to another medium;
5. not reproduce or publish the entire database content or a qualitatively or quantitatively significant part thereof;
6. not attempt to access or copy the source codes of the Services, Marketplace Platform or Website;
7. not transfer the Services, Marketplace Platform or Website to third parties;
8. not carry out penetration tests or attempt to cause a denial of service for the Services.

4. License Right to Company.

1. By submitting, posting, or otherwise making Partner Materials available through the Service, the Partner grants the Company a non-exclusive, worldwide, royalty-free, transferable, sub-licensable, license to use, copy, modify, display, distribute, and otherwise exploit such Partner Materials in connection with the operation, promotion, improvement, analytics and marketing of the Service, and for any other lawful purpose for the Term of this Agreement. The Partner represents and warrants that they have the full right and authority to grant this license, and that the use of such Partner Materials by the Company will not infringe upon or violate any third-party rights, including intellectual property rights.
2. The Publisher grants the Company a non-exclusive, worldwide, royalty-free, transferable, sub-licensable license to use, analyze, aggregate, and share Platform Interaction Analytics Data with Advertisers in connection with the operation of the Service, including for campaign performance reporting and for discovery or matching purposes within the Marketplace Platform. The Publisher represents and warrants that they have the full right and authority to grant this license, and that the use of such Platform Interaction Analytics Data by the Company will not infringe upon or violate any third-party rights, including intellectual property rights.

5. Right of Use by Company.

1. The Partner hereby grants Company a non-exclusive, perpetual, irrevocable, and worldwide license to access, collect, store, process, deidentify, and use Partner Material, and any product data provided, uploaded, or generated through Partner’s use of the Marketplace Platform (“Provided Data”), for the purpose of developing, training and enhancing machine learning and AI models used to improve the Service, its product functionality and performance. Any derivative works, outputs, models, improvements, or results derived from the use of Provided Data under this clause shall be and remain the exclusive intellectual property of Company.
2. The Partner hereby grants the Company the right to use any Usage Data for purposes of operating, maintaining, and improving the Marketplace Platform and related services, including internal analytics and diagnostics. The processing of any Usage Data shall take place in compliance with the Company’s Privacy Policy and the applicable data protection laws.

6. Company Content. All Company Content that is published on the Marketplace Platform or Website is the property of the Company. The Partner may not replicate the Company Content without Company’s prior written consent. Company Content shall not be used or exploited for commercial or non-commercial purposes without the prior written consent of the Company.
7. Third-Party Content. As part of the Service, the Company may provide access to Third-Party Content, including but not limited to links to third-party websites. The Company is not responsible for and assumes no liability for any acts, omissions, content, information, software, products, or services provided by third parties. Third-Party Content is offered solely for your convenience and reference, and the Company does not own, operate, or control such content in any way. Partner’s use of Third-Party Content is at Partner’s own risk, and Company encourages to review the terms and privacy policies of any third-party websites that Partner access through the Service.    

12. Publisher Use of Dynamic Link Technology and Campaign Integrity

1. Campaign Integrity. To preserve campaign integrity and avoid conflicting monetization, any Affiliate Marketing Inventory listed through the Marketplace Platform shall not, during the applicable contract period set forth in the relevant Order Form (if any), be simultaneously listed, routed, or monetized through any other platform, network, or service offering Dynamic Link Technology or substantially similar functionality. Publisher shall not, without Company’s prior written consent, enter into any agreement with, or enable any third party to provide, Dynamic Link Technology or substantially similar functionality in connection with the same Affiliate Marketing Inventory, whether implemented client-side, server-side, or through any other technical means.
2. No restriction on other campaigns. For the avoidance of doubt, nothing in this Section 12 shall restrict Publisher from participating in other marketing, sponsorship, or advertising arrangements that do not involve Dynamic Link Technology or substantially similar services.
3. Termination right. In the event of a breach of this Section 12, Company shall have the right to terminate this Agreement with immediate effect for good cause, without prejudice to any other legal remedies or damage claims.

13. Termination

1. Term. This Agreement based on these Terms of Service is made for an unlimited term. It commences from the date of Company’s confirmation of the registration of the Partner (see Section 4.1).
2. Notice period. This Agreement may be terminated by either Party upon three (3) months' notice to the end of any month, unless otherwise specified in an Order Form.
3. Termination for good cause. All Parties have the right to terminate this Agreement for good cause without a notice period, immediately effective upon delivery of notice. For the Company, good cause shall include, but is not be limited to, the following circumstances:

1. As set forth under Sections 5.5 and 12.3;
2. A material breach by the Partner of any obligation under these Terms of Service, which remains uncured after the Company has granted a reasonable cure period;
3. The Partner’s commission or attempted commission of a tortious act, including but not limited to fraud, misrepresentation, or willful misconduct;
4. The Partner’s failure to fulfill its payment obligations under Section 8 or any applicable Order Form, where such default continues for more than six (6) weeks despite written notice from the Company;
5. Insolvency proceedings have been initiated against the Partner’s assets or the opening of such proceedings has been rejected due to lack of assets;
6. Prolonged operational disruptions due to force majeure events beyond the Company’s reasonable control, including but not limited to natural disasters, fires, or network failures not attributable to the Company.

4. Termination Notice Form. All notices of termination must be given in writing. Termination notice signed by the authorized representative of a Party and delivered as attachment via email is deemed to comply with the written form requirement.
5. Post Termination. Upon effective termination of the Agreement, the Partner will be removed from the Marketplace Platform and will not be able to access product catalogues, which are part of Company’s database, or other Marketplace content. All offers, campaigns, or content published by a Partner will be discontinued on the Marketplace Platform.  
6. Data Access and Retention. The Company will, upon written request and within a reasonable period, provide the Partner with a copy of any data that were provided by, or generated on behalf of, the Partner during the term of the Agreement, in a commonly used, machine-readable format. The Partner must submit such request within 14 days following the effective date of termination. Notwithstanding the foregoing, the Company may retain copies of any data to the extent required by applicable law, regulation, or for legitimate business purposes such as compliance with tax or audit obligations, or enforcement of this Agreement.
7. Survival. Provisions of the Agreement that need to remain valid post-termination, including Company’s liability, liability restrictions, and compensation for damages shall remain in force.
8. Publisher Early Termination Fee. If Publisher breaches its obligations resulting in termination by the Company under Section 13.3 within one (1) year after the launch of the first campaign through the Marketplace Platform, Publisher agrees to pay Company an early termination fee equal to the greater of:

1. $50,000 USD, or
2. the average monthly Total Partner Payments paid by a Partner to Company during the three (3) full calendar months preceding the breach, multiplied by the number of months remaining in the committed participation period.

Publisher agrees that this amount represents a reasonable estimate of Company’s costs, investments, and other damages resulting from such a breach.      

14. Confidentiality

1. Confidential Information. Confidential Information means all non-public information disclosed by the Company or a company affiliated with the Company, whether orally, visually, or in writing, whether marked as “confidential” or not, including but not limited to technical data, trade secrets, know-how, software, platform design and functionality (including Dynamic Link Technology), business strategies, pricing, customer information, as well as any other information whose premature knowledge would benefit a competitor of the Company, and any other proprietary or sensitive information relating to the Marketplace Platform.
2. Confidentiality and Non-Disclosure Obligations. Partner agrees to:

1. maintain all Confidential Information in strict confidence and use it solely for the purposes of this Agreement;
2. not disclose, distribute, or disseminate any Confidential Information to any third party without the prior written consent of the Company;
3. take all reasonable measures to protect the confidentiality of the Confidential Information, at least equivalent to those the Partner uses to protect its own confidential information of similar importance;
4. not remove, bypass, or circumvent any technical measures to prevent or detect unauthorized disclosure, as well as refrain from examining, disassembling, or reverse engineering any part of the Marketplace Platform, whether temporarily or permanently.

3. Specific Restriction Regarding Competitors. Without the Company’s prior written consent, the Publisher shall not disclose, share, or otherwise provide any Confidential Information relating to the design, operation, or technical functionality of the Marketplace Platform—including but not limited to the Dynamic Link Technology—to any direct or indirect competitor of the Company, or to any third party who may share such information with direct or indirect competitors.
4. Exceptions. The obligations under this Section do not apply to information that:

1. was already known to the Partner without restriction prior to disclosure by the Company;
2. is or becomes publicly known through no breach of this Agreement by the Partner;
3. is lawfully received from a third party without breach of any confidentiality obligation;
4. is required to be disclosed by law, regulation, or court order, provided that the Partner gives the Company (if legally permitted) prompt written notice of such requirement and cooperates reasonably to limit the disclosure.

5. Injunctive Relief. Due to the unique nature of the Confidential Information, Partner understands and agrees that irreparable harm may result from non-compliance with the confidentiality obligations under this Agreement. In addition to any other remedies, which may be available to the Company, the Company is entitled to enforce any claims for specific performance of the obligations set forth in Section 14.2 by injunctive relief without having to specifically establish irreparable harm or injury and without providing a bond or other collateral.
6. Penalty. For each violation of the confidentiality obligations under this Agreement, the Partner agrees to pay the Company an appropriate penalty. In the event of a breach, the amount of the penalty may be determined by the Company and, in case of a dispute, the amount may be reviewed and adjusted by the competent court. The payment of the penalty does not affect the Company’s right to claim damages, nor does it exclude other legal remedies. The Company retains the right to seek additional damages beyond the penalty. Any penalty paid by the Partner shall be credited against any damages awarded. The Partner reserves the right to demonstrate that the actual damages incurred are less than the amount of the penalty, in which case the payable amount shall be reduced accordingly.

15. Marketing

1. Company is entitled to use the name and logo of the Partner as a reference. The Partner may revoke this consent at any time.  A simple notification, such as an email is sufficient. Company reserves the right to analyse Partner’s usage patterns to improve product safety and performance, for promotional and sales purposes, and for license verification purposes.

16. Change of Terms

1. Company reserves the right to amend or supplement these Terms of Service. Changes that are purely formal in nature, involve updates to references, or constitute minor wording adjustments do not require prior notification. Any other modifications or additions will be communicated to the Partner in advance with a six (6) weeks’ notice period before their intended effective date, either by email or in writing.
2. Where the Partner does not object to such changes within six (6) weeks from receipt of the notification email, the changes are deemed to have been consented to. In case of objection against the changes, the Partner shall provide reasonable justification for the rejection. In this case, the contractual relationship shall continue under the existing terms. However, the Company reserves the right to terminate the Agreement at the next possible date.
3. In the changes notification, the Company will explicitly inform the Partner about the acceptance period, the requirement for text form (e.g. email), and the significance and consequences of non-acceptance.

17. Governing Law & Jurisdiction

1. Governing Law. The law of the Federal Republic of Germany shall apply exclusively without regards to its conflict of laws provisions, excluding the UN Convention on Contracts for the International Sale of Goods.
2. Jurisdiction. The exclusive place of jurisdiction for all disputes arising from and in connection with this Agreement is the seat of the Company. Place of performance is the registered office of the Company.

18. Dispute Resolution

1. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including the formation, interpretation, breach, or termination thereof, and including whether the claims asserted are arbitrable, shall be resolved by a confidential arbitration in Berlin, Germany, in accordance with Rules of Arbitration of the International Chamber of Commerce (ICC). Arbitral language shall be English. Before initiating arbitration, written notice shall be provided in accordance with the notice provision in Section 19.5 below, describing the nature of the dispute. The Parties shall have 30 days to work in good faith to try to resolve the matter informally. If the matter is not resolved after 30 days, arbitration under the ICC Rules with a single arbitrator may be initiated. The single arbitrator shall have and be delegated full and exclusive authority to adjudicate all issues pertaining to arbitrability. Judgment upon any arbitration award may be entered by any court having jurisdiction thereof. The arbitrator’s decision in any such arbitration shall be final and binding on the Parties. The Parties intend this arbitration provision to be valid, enforceable, irrevocable, and construed as broadly as possible.

19. Final provisions

1. Assignment. The Partner is not permitted to assign or transfer any claim under this Agreement, or the rights to use the Services, or any part thereof, whether temporarily or permanently, to any other person without Company’s prior written consent, except to its affiliates or to a party that obtains all or substantially all of the asset of Partner to which this Agreement relates (whether by merger, consolidation, asset sale or otherwise) as long as the party is not classified by Company as a competitor.  Company may not assign its rights or delegate its obligations under this Agreement to any other person, in whole or in part, whether temporarily or permanently, or to transfer this Agreement, in whole or in part, without the prior written consent of the Partner, except to its affiliates or to a party that obtains all or substantially all of the asset of the Partner to which this Agreement relates (whether by merger, consolidation, asset sale or otherwise).  
2. Offsetting Claims. The Partner shall only be permitted to offset claims that are undisputed by the Company or have been legally established.
3. Entire Agreement. These Terms of Service, together with the Privacy Policy and any other legal notices published by Company on the Service, shall constitute the entire agreement between the Parties concerning the Service and supersedes any prior written or oral representations. No oral ancillary agreements have been made.
4. Severability.  Should a provision of this Agreement be or become invalid, contain an inadmissible deadline provision or a loophole, the legal validity of the remaining provisions shall remain unaffected.
5. Notices. Unless otherwise stipulated in this Agreement, all notices and communications between Company and the Partner must be in text form (Email sufficient).

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Last Updated: August 6, 2025