General Terms and Conditions

1. Scope / Definitions

1.1. The following General Terms and Conditions (GTC) apply to every contract between adnamics GmbH, Richard-Willstätter-Straße 14, 12489 Berlin (hereinafter referred to as "adnamics"), and the contracting party.

1.2. adnamics provides its services, performances, and deliveries exclusively on the basis of these General Terms and Conditions.

1.3. The validity of these General Terms and Conditions extends to all services offered by adnamics, which are to be understood in accordance with point 1.4. The contracting party acknowledges these General Terms and Conditions as binding upon utilizing the services.

1.4. The following definitions apply for the application and interpretation of the contract:

Contracting Party: The contracting party of adnamics, who forwards data streams (hereinafter referred to as "Traffic") to adnamics. The contracting party is a natural or legal person. The contracting party is an entrepreneur (§ 14 BGB) and not a consumer (§ 13 BGB).

adnamics: adnamics mediates the traffic to third parties through its publisher network.

Third Party or Third Parties: The third party to whom adnamics mediates the traffic. The third party is a natural or legal person. The third party is an entrepreneur (§ 14 BGB) and not a consumer (§ 13 BGB).

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2. Conclusion of Contract

2.1. The contract is concluded between adnamics and the contracting party itself. In certain cases, the third party may provide additional conditions for participation in its partner program. These conditions apply in addition to the present General Terms and Conditions.

2.2. Only legal entities and natural persons with unlimited legal capacity can become contracting parties. There is no entitlement to participation.

2.3. The following valid templates are required for registration as a contracting party:

2.3.1 For German partners according to the domestic concept § 1 para. 2 UStG: the tax number or VAT ID.

2.3.2 For partners from the remaining community territory according to § 1 para. 2a UStG: the VAT ID.

2.3.3 For partners from non-EU countries optionally: a VAT ID.

2.4 It is a prerequisite that only commercial enterprises register and participate. Private individuals are excluded from participating in the adnamics network.

2.5. The contracting party is solely responsible for compliance with foreign tax regimes. adnamics assumes no liability for their compliance.

2.6. Registration with adnamics may only be carried out by authorised signatories or on their behalf.

2.7. A contract is only concluded when adnamics confirms the registration of the contracting party.

2.8. When registering, the contracting party must provide the required information completely and truthfully. The contracting party must update changes immediately, but no later than one week after the change occurs, in the adnamics online system.

2.9. The contracting party agrees to receive service emails from adnamics and from the third parties it advertises. Service emails are electronic messages concerning the execution of the contract. If the contracting party objects to receiving such emails, this constitutes an implicit termination of the contract.

2.10. The contracting party undertakes to comply with applicable laws. Only platforms whose content does not violate the applicable law of the Federal Republic of Germany and good morals may be registered. The obligation to check this lies solely with the contracting party. Nevertheless, adnamics is authorized to examine the content of the contracting party's platforms and, if necessary, deactivate them in the adnamics system. The examination may also be carried out by technical means.

2.11. The contracting party guarantees not to store or forward any data that could damage the technical infrastructure and operations of adnamics.

3. Data Protection

3.1. adnamics is entitled to collect, process, and store the personal data of the contracting party. The applicable data protection regulations will be observed.

3.2. The stored data will only be used to process the contract concluded between the parties. Further use, e.g., for advertising or market research purposes, will not take place. Once the contract has been fully processed, the contracting party's data will be blocked and permanently deleted after the statutory periods have expired. The data will then no longer be available for further use.

3.3. If the contracting party wishes their data to be completely deleted, they should contact the support specified on the adnamics website.

3.4. The contracting party authorises adnamics to pass on the data provided during registration to all third parties.

3.5. adnamics is entitled to take all necessary technical measures to maintain the network and to detect any misuse. § 170 TKG applies accordingly.

4. Liability of adnamics

4.1. adnamics will make every effort typical in the internet industry to ensure that the online system remains available 24 hours a day. Exceptions to this are interruptions necessary for required maintenance measures or caused by third parties not associated with adnamics. Should the online system nevertheless fail, adnamics will immediately endeavour to restore availability within its means. The contracting parties acknowledge that in exceptional cases a small number of transactions may not be captured or recorded by the online system. There is no claim against adnamics by the contracting party as a result.

4.2. adnamics is not liable for force majeure and events that are beyond adnamics' control (e.g., natural disasters, war, viruses). Consequently, adnamics is not liable for the resulting interruption or destruction of data. It is the responsibility of the contracting party to make appropriate backup copies. adnamics regularly carries out technical data backups.

4.3. adnamics does not guarantee revenue success.

4.4. adnamics is not liable for damages resulting from the violation of the duty to update data. If adnamics incurs damage as a result and the contracting party is culpably responsible, the contracting party must compensate adnamics in full.

4.5. Furthermore, adnamics is not liable for the accuracy and completeness of the contents of the third parties.

4.6. adnamics is only liable for damages other than those resulting from injury to life, body, or health if these are based on intentional or grossly negligent conduct or on culpable violation of a material contractual obligation by adnamics, its employees, or vicarious agents. This also applies to damages resulting from the breach of obligations during contract negotiations and from the performance of unauthorized actions. Any further liability for damages is excluded.

4.7. Except in cases of intentional or grossly negligent conduct, violation of a cardinal obligation, or injury to life, body, or health by adnamics, its employees, or its vicarious agents, liability is limited to the typically foreseeable damages at the time of contract conclusion and, in any case, to the contract-typical average damages, but at most to the average success-dependent remuneration of three (3) months of the contracting party. This also applies to indirect damages, particularly lost profits.

4.8. The provisions of the Product Liability Act remain unaffected.

4.9. If the contracting party suffers damage due to misconduct by the third party, the contracting party has no claim for compensation against adnamics. Rather, they can only assert their claims directly against the third party. adnamics undertakes to assign the necessary rights to the contracting party for this purpose.

5. Termination

5.1. The contract can be terminated by the contracting party with a notice period of two weeks to the end of the month. adnamics can terminate the contract at any time.

5.2. Termination must be in text form (email is sufficient).

5.3. The right to extraordinary termination remains unaffected.

5.4. By the end of the contract, the contracting party must settle all outstanding remuneration.

5.5. Termination does not affect any commission claims already accrued and those arising from the use of generated traffic, as well as adnamics' information and control rights. In particular, the remuneration obligations under point 7 of this contract remain fully in force in such a case.

6. Obligations of the Contracting Party

6.1 The contracting party may only participate with a platform whose rights they possess. If the registered platform is registered to a third party, the contracting party must provide proof of authorization upon request.

6.2. The contracting party undertakes to comply with the applicable legal order, particularly competition law and data protection law. This particularly concerns the design of their website and the generation of traffic.

6.3. The automatic generation of views, clicks, leads, sales, or other manipulations using technical devices, as well as intentional or fraudulent deception, is prohibited. Such unlawfully acquired compensation claims will be cancelled by adnamics.

6.4. Furthermore, the contracting party undertakes to refrain from depictions of violence, sexual or pornographic content, or discriminatory statements or depictions regarding race, gender, religion, nationality, disability, sexual orientation, or age.

7. Payout & Billing

7.1. The contract partner shall receive a commission from adnamics based on the net revenue earned from the traffic generated by the individual contract partner (hereinafter referred to as "Payout", which includes commissions and bonuses).
The release period depends on the release activity of the third party. The commission becomes due only after the corresponding payment has been received by adnamics for the relevant action of the contract partner.

7.2. Should there be any legitimate cancellations by the third party retrospectively, and the contract partner has already received a payout for it, the contract partner shall refund the amount to adnamics. This does not apply if the cancellation is due to partial or complete fault of adnamics. In such a case, there is no obligation to refund.

7.3. Payments shall be made 14 calendar days after the receipt of the commission payment by adnamics. The timeliness of the payment depends on the time at which the credit is received on the adnamics account in Euros and free of charge at adnamics's disposal. adnamics shall provide proper invoicing. In justified cases of suspicion (especially in cases of fraud or manipulation), adnamics is entitled to withhold the payout until the matter is finally clarified.

7.4. Billing is done through a credit procedure. Credits and bonuses can be retrieved by the contract partner via the adnamics interface. The contract partner agrees not to issue invoices to adnamics.

7.5. SShould there be subsequent invoice changes due to outdated, missing, or incorrect information from the contract partner, adnamics is entitled to charge the contract partner for the corresponding effort. The effort depends on the specific circumstances of the individual case, but is at least EUR 100.

7.6. The contract partner shall update their data entered in the adnamics account without delay if:

(a) they are no longer registered for VAT; or
(b) their VAT identification number or tax number changes.

7.7. adnamics will issue payments provided the minimum payout amounts set by adnamics at the relevant time are reached.

7.8. All amounts due under this agreement are exclusive of VAT, which will be added at the appropriate rate if applicable. VAT is to be paid by the VAT-liable party in accordance with the applicable law.

7.9. In justified cases of suspicion, the contract partner is entitled to have the bookkeeping audited at their own expense at any time with reasonable notice by a professional bound to confidentiality (lawyer, tax advisor, auditor).

7.10. adnamics is entitled to offset the contract partner's liabilities with those of adnamics.

8. Extraordinary Termination Right

8.1. adnamics has the right to extraordinary termination if there is a significant reason.

8.2. A significant reason exists particularly if the partner does not comply with the regulations of Point 6: Behavioural Obligations.

8.3. It is irrelevant whether the non-compliance is by the contract partner themselves or by a third party commissioned by the contract partner.

8.4. Claims for damages and contractual penalties remain unaffected.

9. Contractual Penalty

9.1. For each case of violation against the regulations of Point 6: Behavioural Obligations, adnamics and the partner agree to a contractual penalty of EUR 5,001 per case.

9.2. It is irrelevant whether the violation is committed by the contract partner themselves or by a third party commissioned by the contract partner.

10. Liability of the Contract Partner

The contract partner indemnifies adnamics from all claims for damages, liability claims, and any costs incurred by adnamics due to a breach of duty by the contract partner.

11. Amendment

11.1. Changes to the General Terms and Conditions are possible at any time and will be announced with a notice period of two weeks. They will be made accessible by email and through the online system.

11.2. If there is no explicit written objection within the notice period, the new terms and conditions are deemed accepted.

11.3. If an explicit written objection is made, the contractual relationship is considered terminated according to Point 5.1.

12. Miscellaneous

12.1. The law of the Federal Republic of Germany applies, excluding the UN Sales Convention. Mandatory provisions of the country in which the contract partner has their habitual residence remain unaffected.

12.2. The place of jurisdiction for disputes arising from this contract is the registered office of adnamics.

Note: This is an automatic translation. In case of doubt, the German version shall prevail.