General Terms and Conditions Axel Springer Teaser Ad GmbH

A. General provisions

1 Scope of application; future validity

  • 1.1 The following terms and conditions apply to the use of the online booking system AdUp (hereinafter referred to as the "booking system") of Axel Springer Teaser Ad GmbH (hereinafter referred to as "ASTA") and to the marketing of online advertising placements between website operators (publishers) and advertising customers (advertisers) (hereinafter collectively referred to as "users"). The General Terms and Conditions (see Section A.) apply to all Users, the Special Terms and Conditions for Website Operators/Newsletter Senders (Publishers) (see Section B.) and the Special Terms and Conditions for Advertisers (see Section C.) apply only to Publishers and Advertisers.

  • 1.2 ASTA reserves the right to amend these Terms of Use and all other contractual documents with effect for the future. In this case, ASTA will notify all registered users of the changes in advance. The changes shall be deemed accepted if the user does not object within four weeks after notification of the change or continues to use services without objection. If the user objects to a change, ASTA has the right to terminate the user relationship.

  • 1.3 Any other terms and conditions of the User shall not apply, even if ASTA does not object in individual cases. Declarations of a User that deviate from or supplement the dialogs or input options offered on the booking system shall not be valid, even if ASTA does not object in individual cases. Effectively agreed individual agreements remain unaffected in any case.

 

2 Conclusion of contract; user account

  • 2.1 ASTA's services are directed exclusively at companies.
  • 2.2 When registering, the User is obliged to provide truthful, accurate, up-to-date and complete information in accordance with the requirements of the registration form. He is also obliged to keep his data in the member account up to date and correct at all times.
  • 2.3 After registration, each user receives a user account in the booking system. This includes the user's details from the registration process as well as the details required to use the booking system and process payment transactions. The user account is neither transferable nor inheritable.
  • 2.4 The user is aware that legal declarations (e.g. confirmation e-mails, changes to the GTC or other notifications) may be sent to them by e-mail. These shall be deemed to have been received if they can be accessed under normal circumstances in the user's mailbox on the booking system or in the e-mail inbox specified by the user during registration.
  • 2.5 The contract of use between the User and ASTA for the use of the booking system shall only come into effect upon activation of the user account by ASTA. Only this activation (release) of the account in the booking system enables the publication of the advertisements. The user has no claim to participation; ASTA may refuse to activate the account without stating reasons.

 

3 Legal relationships; ASTA services; auction procedure; targeting

  • 3.1 ASTA operates a real-time marketplace for online advertising on which website operators/newsletter senders (publishers) can place offers for the placement of advertising and advertisers can place offers for the booking of advertising in ASTA's booking system. Advertisers book ads either through direct placement or through keyword advertising. Billing is based on the click payment model, i.e. the service is charged per click (CPC). The price for a click is determined using the auction process described below. An "offer" is any website or newsletter registered by the publisher for participation in the booking system. A "placement" is any page area on a website registered by the publisher and available for online advertising as well as any email newsletter. Publishers and advertisers store certain information about their placements or booking requests in the system (on the part of the publisher, e.g: Advertising space information, publisher minimum CPCs; on the advertiser side e.g.: desired websites, topic channels (e.g. travel, finance & insurance), keywords, placement period, budget, advertiser maximum CPCs). ASTA uses a real-time auction model to automatically and continuously calculate the buying and selling prices for specific advertising spaces in the system on the basis of the information for advertising spaces or advertising bookings provided by users in the service as well as other parameters (e.g. currently available supply and demand, technical costs, advertising space quality, ASTA margin). ASTA is the contractual partner of the publisher or advertiser in its own name and for its own account. There is no direct contractual relationship between advertiser and publisher. In legal terms, the contracts between ASTA and Publishers and between ASTA and Advertisers are contracts of their own kind, the content of which is governed by these GTC. Where terms such as purchase or sales prices are used, this is for illustrative purposes only and does not constitute a reference to the statutory provisions of sales law.

  • 3.2 Advertising marketing is based on the auction procedure. In the auction procedure, the Advertiser determines the maximum daily advertising budget (daily limit), the maximum price per click (max. CPC ) in relation to a placement (placement targeting) or in relation to a keyword (keyword targeting) for the advertising placements on the offers mediated by ASTA, in addition to other specifications for his campaign, e.g. his maximum daily advertising budget (daily limit).

    • 3.2.1 Placement targeting If only a single advertiser has entered a placement request for a specific placement (e.g. a specific website) and its publisher has not blocked the campaign, it will receive an ad space on this placement (without taking into account any publisher minimum CPC). If there are placement requests from several advertisers for a placement, the advertising space is allocated according to an optimization algorithm developed by ASTA. Ad ranks are determined in this process. The ad rank depends on the maximum CPC defined by the advertiser (maximum amount the advertiser is willing to pay for a click on his ad) and the so-called quality factor of an ad group determined by ASTA and is calculated as follows: Ad rank = max. CPC x quality factor. The quality factor is continuously recalculated for each ad group based on various performance data such as click-through rate, relevant placement/keyword statistics, account performance and other factors. In particular, increasing the click-through rate through coordinated, attractive image/text combinations significantly increases the quality factor. A higher quality factor thus improves the ad rank of an ad while the maximum CPC remains the same. Conversely, if two ad groups have the same quality factor, a higher ad rank can be achieved by a higher maximum CPC entered by the advertiser.
    • 3.2.2 Keyword targeting Alternatively, the advertiser has the option of placing its ads using one or more keywords describing the ads in a context-sensitive manner or in response to search queries by Internet users. The advertiser defines a maximum CPC for each keyword (maximum amount the advertiser is willing to pay for a click on his ad). ASTA analyzes the content of the publishers' offers and describes the relevant keywords (possibly using several). If the keywords match, the auction process and optimization algorithm determine which ads are displayed in which position - similar to placement targeting under section 3.2.1. A higher quality factor improves the ad rank of an ad while the CPC remains the same. Conversely, if two ad groups have the same quality factor, a higher ad rank can be achieved by a higher maximum CPC entered by the advertiser for the relevant keyword.
    • 3.2.3 ASTA reserves the right to add further targeting technologies (e.g. retargeting) to the booking system and to use these with the consent of the user.

 

4 General obligations of users

  • 4.1 Users must ensure that the user account is only used by themselves and must, in particular, keep their password secret for this purpose. The owner of a user account is fully responsible for all activities carried out via their member account.
  • 4.2 Users must comply with ASTA's technical requirements and specifications for advertising content and placements (hereinafter "Technical Specifications") when participating.
  • 4.3 Users are obliged to set up their systems and programs in such a way that neither the security, integrity nor availability of the systems used by ASTA to provide its services is impaired. ASTA is entitled to take necessary measures (e.g. blocking access) to ensure the system integrity of ASTA's or third parties' systems

  • 4.4 Use of data and obligation of the user

    • 4.4.1 Consent to the use of personal data: The User undertakes to comply with all relevant data protection laws, in particular the provisions of the General Data Protection Regulation (GDPR), when using ASTA's advertising spaces and services. If the user uses personal data, such as IP addresses, cookies or other tracking data, to display advertisements, the user guarantees that it will do so:

    • Obtain consent: Effective consent has been obtained from the website visitors concerned for the processing of personal data in accordance with Art. 6 para. 1 lit. a GDPR. This consent must be voluntary, informed, unambiguous and given in relation to the specific purposes of the data processing.

    • Documentation of consent: The user undertakes to properly document the consent and make it verifiable for the provider upon request.

    • Specific purposes: The consent must clearly cover the specific purposes of the processing, in particular the use of the data to display personalized advertising and, if applicable, the disclosure to third parties.

    • 4.4.2 Provision of a privacy policy: The user undertakes to provide website visitors with a complete, easily understandable privacy policy that complies with the legal requirements. This privacy policy must contain the following information in particular

    • Type of data collected: A description of the personal data concerned (e.g. cookies, IP addresses, user behavior),

    • Purposes of processing: An explanation of why and to what extent the data is processed, in particular to display advertising,

    • Legal basis for processing: The consent of the data subject pursuant to Art. 6 para. 1 lit. a GDPR,

    • Recipients of the data: Information on who the data is shared with, including the provider,

    • Storage period: An indication of how long the data will be stored,

    • Rights of the data subjects: An overview of the rights under Art. 13 and 14 GDPR, in particular the right to withdraw consent, the right of access and the right to erasure.

    • 4.4.3 Proof of compliance: The user undertakes to provide ASTA with suitable evidence of the obtaining of consent and the provision of the privacy policy upon request. This includes in particular

    • Measures demonstrating compliance with obtaining the consent of the data subjects,

    • The content and structure of the privacy policy provided.

    • 4.4.4 Withdrawal of consent: The user must ensure that data subjects can withdraw their consent at any time without this having a negative impact on the use of the website. In the event of revocation, the user undertakes to cease data processing immediately and to delete the personal data of the data subject, unless there is another legal basis for processing.

    • 4.4.5 Liability of the user: The user shall indemnify ASTA against all third-party claims resulting from a breach of the aforementioned obligations. This includes in particular

    • Claims by data subjects due to inadequate consent being obtained or missing/incorrect data protection declarations,

    • fines or sanctions imposed by data protection authorities for violations of the GDPR. The user assumes all costs of legal defense, any claims for damages and other financial obligations arising from a breach of duty.

 

 

5 Availability of ASTA

  • 5.1 ASTA guarantees an availability of the offer of 97% per year. Availability is understood as the ratio of actual time (IZ) to target time (SZ): VF(%) =(IZ / SZ) *100. Actual time (IZ) is the period during which the system is actually available at the router output of the data center.
  • 5.2 Not included in the target time are maintenance times required for the maintenance of the system and interruptions for offline backups within reasonable limits as well as interruptions due to force majeure or other causes that cannot be averted by ASTA, e.g. emergency measures to prevent a massive virus outbreak.
  • 5.3 ASTA assumes no warranty for the performance of third-party ad servers if the Advertiser places the advertising material there and not with ASTA.

 

6 Billing and payment modalities

  • 6.1 ASTA shall invoice users exclusively electronically and on a monthly basis. Amounts are subject to VAT at the statutory rate, unless otherwise stated or unless VAT is not legally applicable.
  • 6.2 ASTA stores the invoices and statements in the user account. The reporting on which the billing is based takes place exclusively in the statistics area of the user account.
  • 6.3 If a return debit note or incorrect transfer occurs during payment processing for which the User is responsible, the User must reimburse the additional costs incurred in the amount of EUR 10, unless the User can prove that the loss incurred is lower.

 

7. termination of the user relationship; termination of the advertising contract relationships

  • 7.1 Each User is entitled to terminate the user relationship with ASTA at any time without stating reasons by giving notice in writing. ASTA may terminate the user relationship by giving two weeks' notice without stating reasons.
  • 7.2 ASTA may terminate a user relationship without notice if
    • the Advertiser defaults on payment for an advertising service used by ASTA or
    • proceedings are instituted against the user to make an affidavit or insolvency proceedings are opened against the user's assets, unless the user provides appropriate security, or
    • the user breaches his obligations under this contract of use and fails to remedy the situation within a reasonable period of time despite a reminder. A reminder is not required if this does not promise success or if the breach is so serious that ASTA cannot reasonably be expected to adhere to the contract. The seriousness of the breach may also result from the fact that the User has already received several warnings for a comparable breach.
  • 7.3 The right of both parties to terminate the contract for good cause and any statutory right of withdrawal of the customer remain unaffected.
  • 7.4 Termination of the user relationship is also the termination of all current advertising contract relationships. In the event of ordinary termination, volume advertising contract relationships shall only end upon expiry of the agreed term; if delivery has not yet been completed, they shall be extended until complete delivery, notwithstanding Clause 7.3. The obligation to pay already incurred liabilities of a User towards ASTA shall remain unaffected by the termination of the contract.

 

8 Liability of ASTA

  • 8.1 Unless agreed in writing, ASTA does not guarantee that certain results or successes will be achieved with the provision of services and placement of advertising.
  • 8.2 ASTA does not guarantee that websites (mobile and/or online) will continue to exist unchanged during the term of advertising campaigns or that their content or quality will remain the same or that they will be accessible without interruption.
  • 8.3 ASTA does not assume any warranty for defects if the User modifies the work himself or has it modified by third parties without ASTA's consent, unless the User proves that the defects were not caused by such modifications and that the rectification of defects is not unreasonably impeded by the modifications.
  • 8.4 Guarantees in the legal sense are not granted.
  • 8.5 ASTA shall be liable without limitation in the event of intent or gross negligence as well as in the absence of a guaranteed characteristic for all damages attributable thereto.
  • 8.6 ASTA shall be liable for slight negligence. In the event of injury to life, body or health, ASTA shall be liable without limitation.
  • 8.7 If ASTA is in default with its performance due to slight negligence, if its performance has become impossible or if ASTA has breached a material obligation, the liability for property damage and financial loss resulting therefrom shall be limited to the foreseeable damage typical for the contract. This also applies to loss of profit and loss of savings. An essential obligation is one whose fulfillment is essential for the proper execution of the contract, whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the client may regularly rely.
  • 8.8 Liability for other remote consequential damages is excluded. The same applies to slightly negligent actions of simple vicarious agents.
  • 8.9 In the event of loss of data, ASTA shall only be liable for the expenditure required to restore the data in the event of proper data backup by the Customer. In the event of slight negligence on the part of ASTA, this liability shall only apply if the Customer has carried out a proper data backup on a daily basis.
  • 8.10 Liability for all other damages is excluded, in particular for data loss or hardware malfunctions caused by incompatibility of the components present on the Client's PC system with the new hardware and software to be modified and for system malfunctions that may arise due to existing misconfigurations.
  • 8.11 Should ASTA be held liable by third parties, including state institutions, within the scope of this contract due to the infringement of third party rights and other legal violations due to the contractual use of the advertising material, the user shall indemnify ASTA from these claims and shall provide ASTA with the necessary support in the legal defense, to which ASTA is entitled but not obliged, and shall assume the necessary costs of the legal defense for ASTA. The prerequisite for this is that ASTA informs the User immediately and comprehensively in writing of any asserted claims and infringements of rights, does not make any concessions or acknowledgements or equivalent declarations and enables the User to conduct all judicial and extrajudicial negotiations on the claims at his own expense. The right to assert further claims remains reserved.

 

9 Responsibility for content; exemption from liability by the user

  • 9.1 The user is responsible for the legality of the content, the advertising material provided by him and for such content to which links are provided. Legality is to be determined in accordance with German law. However, if there are indications that the content is also subject to the provisions of one or more other legal systems (in particular due to its language or if it is intended for other countries), legality shall also be determined in accordance with these other legal systems. The content may not violate laws, official regulations or morality.
  • 9.2 In particular, the User shall not supply, offer, provide access to or advertise any content that violates the provisions of the German Criminal Code (StGB), the law for the protection of minors or that violates the law of the Federal Republic of Germany.
  • 9.2.1 i. as defined in Sections 130, 130a and 131 of the German Criminal Code (StGB), incite to commit crimes or glorify or trivialize violence.
    • 9.2.2 depict children or young people in unnaturally sexualized postures; this also applies to virtual depictions.
    • 9.2.3 are pornographic and depict violence, the sexual abuse of children or adolescents or sexual acts between humans and animals; this also applies to virtual depictions.
    • 9.2.4 are included in Parts B and D of the list pursuant to Section 18 of the German Protection of Young Persons Act (JuSchG) or are wholly or substantially identical in content to a work included in the list (absolute prohibition within the meaning of Section 4 (1) of the Interstate Treaty on the Protection of Minors in the Media (JMStV).

  • 9.3 The User shall also not use content that

    • 9.3.1 is pornographic in any other way,
    • 9.3.2 are included in parts A and C of the list pursuant to Section 18 JuSchG or are wholly or substantially identical in content to a work included in this list, or
    • 9.3.3 are obviously capable of seriously endangering the development of children and adolescents or their upbringing to a responsible and socially competent personality, taking into account the special form of effect of the distribution medium (relative prohibition within the meaning of § 4 para. 2 JMStV) only supply, offer, provide access to or advertise such content if they ensure that it is only made accessible to adults (closed user group). This requirement is currently only considered to be fulfilled for content that is offered in a closed user group or to which a link is provided from the closed user group. Making such content accessible in other areas requires a separate written agreement between the parties, which the Client will approach ASTA to conclude without being requested to do so.
    • 9.3.4 Content that is likely to impair the development of children or young people into a responsible and socially competent personality, in particular content that is not approved for children or young people of the respective age group in accordance with the JuSchG or that is essentially identical in content to content that is not approved for children or young people of the respective age group in accordance with the JuSchG (relative prohibition within the meaning of Section 5 Para. The user will only offer such content if he makes it impossible or significantly more difficult for children or young people of the relevant age group to access the content by technical means. ASTA must be notified in writing in advance if such content is to be offered and may only do so if ASTA does not object within 10 working days.
    • 9.3.5 The User must label its content and its linked content within the meaning of Section 12 JMStV and comply with the advertising design requirements of Section 6 JMStV.
    • 9.3.6 The User must program its content and linked content in accordance with Section 11 (1) JMStV for a program recognized as suitable for the protection of minors.

  • 9.4 Furthermore

    • 9.4.1 the national and international copyright and trademark rights, patent rights, rights to names and signs as well as other industrial property rights and personal rights of third parties and
    • 9.4.2 the legal systems applicable in Germany and the other target countries and/or recognized rules of conduct of professional associations (in particular the rules of conduct of the German Advertising Council) must be observed.

 

10 Applicable law; place of jurisdiction; severability clause; written form

  • 10.1 German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
  • 10.2 The place of performance and exclusive place of jurisdiction shall be Berlin, to the extent permitted by law.
  • 10.3 There are no verbal or written collateral agreements. Amendments to the contractual terms and conditions must be made in writing. This also applies to the revocation or amendment of this written form clause.
  • 10.4 Should individual provisions of this agreement be or become invalid in whole or in part, the remainder of the contract shall remain valid. In the event of such ineffectiveness, the contracting parties shall agree on a legally effective replacement provision that comes as close as possible to the economic purpose of the ineffective provision. The same shall apply in the event of a loophole.
  • 10.5 Insofar as these GTC refer to written form, this means text form within the meaning of § 126 b BGB.
  • 10.6 If necessary for the respective order fulfillment, an order agreement shall be concluded for order processing carried out on behalf of a third party, and a joint controllership agreement shall be concluded for data processing carried out under joint responsibility with a third party. The corresponding contracts are made available in the customer area.

 

B. Special provisions for website operators (publishers)

11 Legal status

By registering websites on the booking system, the Publisher offers ASTA the placements determined on the booking system. ASTA may accept this offer by means of a corresponding confirmation (activation of the account, see A. 2.5) or the placement of advertising on the Placement; binding prices in the relationship between Publisher and ASTA may only be the Publisher Minimum CPC to be determined by the Publisher. By placing the respective advertisement, ASTA acquires the Publisher's offer/placement at the prices and other conditions agreed via the marketplace and resulting from these GTC.

 

12. no guarantee for advertising content by ASTA

ASTA assumes no liability for the functionality or the advertising content of the advertising material supplied by the Advertiser that is linked to the Publisher's participating website. ASTA also does not guarantee that the advertising links displayed are thematically or otherwise related to the Publisher's participating website.

 

13. responsibility of the Publisher; support of tracking / targeting

  • 13.1 The Publisher is responsible for the content and availability of its website and must regularly check its Internet pages. It guarantees the availability of its participating websites in accordance with section 5 of these GTC.
  • 13.2 The Publisher must ensure that the placements offered by it comply with ASTA's technical requirements and that ASTA is thus able to assign advertising to the registered placements and to collect the access figures required for the processing and billing of the advertising relationship (so-called "tracking"). This applies accordingly to any targeting technologies of ASTA or advertisers. ASTA will provide information about these technical requirements.

 

14. activation of advertising by Publishers; obligation to place advertising; exceptions

  • 14.1 ASTA will only place advertisements from Advertisers on a Publisher's Placement unless the Publisher has excluded the Advertiser. If there are no requests for the Placement reported by the Publisher, ASTA may place its own advertising on the vacant Placement free of charge, unless the Publisher objects to this in writing.
  • 14.2 The Publisher is obliged to publish the advertising approved by him, including an AdUp/ASTA logo if applicable, on the Placement registered by him for participation under the conditions specified by ASTA, unless otherwise agreed below.
  • 14.3 If the Publisher agrees to a fixed volume agreement, the Publisher undertakes to provide the corresponding ad impressions on the agreed advertising spaces/formats. If the volume cannot be delivered in full within the agreed period, the period shall be extended until the delivery has been completed.
  • 14.4 The Publisher may only use the HTML code provided by ASTA under the URL specified by him and in the environment named and described by him. The Publisher shall not receive any compensation for the misuse of the HTML code on websites not intended for this purpose or in an advertising environment other than that defined. Furthermore, ASTA's claims for damages against the Publisher remain unaffected.
  • 14.5 The Publisher is not permitted to edit or change the HTML code provided via ASTA or to remove or modify in any way the tracking tags integrated in the codes without the separate written consent of ASTA.

 

15 Guarantee of right of disposal; tests and optimization

  • 15.1 The Publisher guarantees that it is authorized to market the advertising spaces it has registered on the booking system and that it can freely dispose of the advertising spaces.
  • 15.2 In order to test and optimize performance and earnings, ASTA may use the required, reasonable number of ad impressions on the registered advertising spaces free of charge and exclusively for these purposes.

 

16. remuneration of Publisher

  • 16.1 The Publisher shall receive the advertising remuneration agreed in accordance with Clause 3 and Clause 11. ASTA is not obliged to disclose its own profit margin to the user. However, the advertising remuneration shall be at least the valid Publisher Minimum CPC defined by the Publisher. If Advertisers outbid each other for a Publisher's placement, this may result in higher remuneration for the Publisher, depending on the Publisher Minimum CPCs included in the system (see Section 3), which will be shown to the Publisher promptly in the reporting for its advertising spaces.
  • 16.2 The Publisher's claim for remuneration against ASTA for an advertising placement shall only arise when ASTA has sold this advertising placement to an Advertiser and this Advertiser has paid ASTA in full.
  • 16.3 The Publisher's advertising remuneration credit available at the end of each calendar month will be paid out 30 days after the end of each month to the Publisher's bank account stored in the user account. The underlying credit note/invoice will be deposited in the user account 10 days after the end of each month for the Publisher to view. If the advertising remuneration credit does not reach the amount of EUR 100, ASTA is entitled not to pay it out immediately, but to carry it forward to the next billing date. If the advertising remuneration credit to be paid out is less than EUR 20, ASTA may deduct a processing fee of EUR 5, unless the Publisher can prove that the costs are lower.
  • 16.4 ASTA shall transfer the amounts to be paid out to Publishers exclusively to the bank details stored in the user account.

 

17 Impermissible practices; prohibited advertising environment

  • 17.1 Publishers are prohibited from themselves or through third parties

    • directly or indirectly generate requests for an advertisement, a link or page views transmitted by ASTA, in particular
    • generate page views, in particular through repeated manual clicking or through the use of automatic program sequences (e.g. "robots", "forced clicks", etc.), or
    • filter and/or modify the information transmitted by ASTA, or
    • minimize the information transmitted by ASTA or otherwise restrict or impede the complete display of the Advertisements.

  • 17.2 The Publisher may not register advertising space with ASTA if the participating website directly contains or refers to pages with such content by means of a hyperlink.

    Furthermore, the following environments are not permitted:

    • content that glorifies violence, war, eroticism, pornography, incitement to hatred or contempt for humanity or
    • symbols of unconstitutional organizations
    • or otherwise unlawful content
    • Paid mailers, i.e. advertising mailers that pay the recipients
    • Banner farms, i.e. sites that consist almost exclusively of a collection of advertising banners;
    • IP traffic, i.e. automatically generated page views;
    • Dialers, adware or spyware
    • Software exchange platforms
  • 17.3 Websites on which advertising space is made available must comply with the relevant statutory provisions, in particular they must contain the information required under the TMG (so-called imprint). The same applies to the manner in which the advertising material is placed.
  • 17.4 Furthermore, websites on which advertising material is placed and the manner in which the advertising material is placed must not impair the reputation or the esteem of the brand or the business operations of the advertising client.
  • 17.5 The publisher must ensure that the URL of the advertising client is visible in the address bar after clicking on the advertising material. Framing of the target sites within the partner websites is not permitted.
  • 17.6 If the Publisher culpably violates the prohibition of impermissible practices (Sections 17.1 to 17.5), the Publisher's corresponding advertising remuneration claim pursuant to Section 16 shall lapse without compensation, unless the Publisher can prove that the damage was less. In the event of justified suspicion of culpable violations of the prohibition of unlawful practices (Sections 17.1 to 17.5) by the Publisher, ASTA has the right to withhold the corresponding advertising remuneration until the facts of the case have been clarified, unless the Publisher provides security in the same amount. In addition, the Publisher undertakes to remove the advertising material, namely the HTML codes, from its website within a maximum of 24 hours if it is requested to do so by ASTA due to its culpable behavior.
  • 17.7 Section 17.6 shall also apply accordingly in the event of circumvention of the unlawful practices.

C. Special provisions for advertisers

18 Legal status; no warranties

The Advertiser and ASTA agree, by entering the advertisement in the booking system and entering the intended information, e.g. the maximum bids (max CPC) and limits as well as the definition of the advertising spaces or advertising space categories and keywords (see Section 3) in the system, the publication of this advertising content by ASTA on certain advertising spaces which are offered to ASTA by publishers for marketing on the booking system and insofar as these advertising spaces for the Advertiser's advertising content have not been excluded by the respective publisher. In return, ASTA receives the remuneration agreed between ASTA and the Advertiser, the amount of which is determined by the auction procedure, taking into account the parameters specified by the Advertiser via the booking system. ASTA's obligation to place advertising ends with the expiry of the agreed campaign period, or earlier if necessary, as soon as the agreed budget has been used up; ASTA makes no qualitative or quantitative assurances or statements to the Advertiser about the advertising space offered, its advertising value or the amount a Publisher will be remunerated for a specific advertising space beyond those expressly agreed. The Advertiser is solely responsible for deciding on which advertising space it books the advertisement, and whether the advertisement of an Advertiser appears on an advertising space of a Publisher depends on its ad rank in this competitive position or on this keyword. The ad rank of the ad depends on the one hand on your CPC bid (max CPC - maximum amount you are willing to pay for a click on your ad) and on the other hand on the quality factor calculated for your ad (see section 3).The advertiser's ads are published either as image text ads or text ads, depending on the publisher's specifications for the ad unit in question. The publisher can, at its own discretion, either include the text line "Displayed URL" entered by the advertiser as normal (standard case), hide it or replace it with a call to action. A selection of reputable and standard calls to action is stored directly in the system for this purpose. Irrespective of this, ASTA reserves the right to shorten the "Displayed URL" text line entered by the advertiser if the publisher's ad unit size requires this.

19 Responsibility of the Advertiser; rights guarantee

  • 19.1 The Advertiser shall be fully responsible for the technical and content-related aspects of the advertisements it uses on ASTA or on the advertising spaces procured by ASTA.
  • 19.2 By uploading, linking or entering the advertising on the booking system, the Advertiser guarantees that the advertising content does not violate applicable law in the area of distribution of the booking system, in particular Germany and the European Communities, and that it can freely dispose of all rights to the advertising to the extent necessary to fulfill this contract, in particular ancillary copyrights, trademark rights, copyrights and / or personal rights, and that there are no conflicting rights of third parties.

 

20 Inadmissible advertising content

The Advertiser may not upload, link or enter any advertising on ASTA that directly contains or refers to pages with such content via a hyperlink.

  • does not clearly reveal its advertising character or
  • glorifies violence, war, pornography, incitement to hatred, inhuman content or
  • symbols of unconstitutional organizations or
  • contains advertising under a false brand or factual claims or
  • links to pages that contain a trademark infringement
  • or otherwise unlawful content

 

21. transfer of rights

By uploading, linking or entering the advertisement on the ASTA booking system, the Advertiser grants the Publisher the non-exclusive and geographically unrestricted right to use the advertising content for the duration of the agreed advertising placement.

 

22 Remuneration obligation; payment options; due date

  • 22.1 The Advertiser shall pay ASTA the advertising remuneration due for the advertising service used by it. This shall result either from the real-time auction model (see Section 3) or, if applicable, directly from a volume agreement concluded with ASTA. ASTA automatically calculates the buying and selling prices for specific advertising spaces in the system on an ongoing basis within the framework of the real-time auction model on the basis of the information provided by the users in the service for advertising spaces or advertising bookings as well as other parameters (e.g. currently available supply and demand, technical costs, advertising space quality, ASTA margin). In any case, the Advertiser will be charged at most its maximum bid (max CPC) for the occupied placement or keyword and in no case will a further charge be made if the Advertiser's stored limits are reached.
  • 22.2 The payment options for Advertisers are divided into the categories of advance payment and subsequent payment.
  • 22.3 Advertisers always have the option of activating their user account for the activation of their ads by means of advance payment, i.e. with advance payment, Advertisers pay for their advertising costs in advance. Advertisers can add funds to their user account at any time by bank transfer to the bank account specified by ASTA in the user account. The costs incurred for clicks will be deducted from the prepayment balance. The Advertiser will be notified by ASTA as soon as the credit balance becomes too low. Ad placement will be stopped if the Advertiser's user account has no more credit. Ad placement will resume as soon as a new payment has been processed for the Advertiser's user account and the user account has a prepayment balance again. The Advertiser will be invoiced monthly for the advertising fee. The invoice shall be deposited in electronic form in the user account 4 days after the end of the month for the Advertiser to view and shall thus be deemed to have been received by the Advertiser.
  • 22.4 Depending on ASTA's assessment of an Advertiser's creditworthiness, Advertisers may also have the option of making additional payments. In order to ensure proper payment, ASTA reserves the right to check the Advertiser's creditworthiness. The Advertiser will be invoiced monthly 4 days after the end of each month. The invoice is then due immediately and without deduction, the invoice amount is to be transferred to the specified account within 7 days, stating the invoice number stated on the invoice. The underlying invoice shall be deposited in electronic form in the user account 4 days after the end of each month for the Advertiser to view and shall thus be deemed to have been received by the Advertiser. If the advertising remuneration does not exceed the amount of EUR 50, ASTA is entitled not to invoice it immediately but to carry it forward to the next billing date. If the advertising remuneration in a calendar month is less than EUR 10, ASTA may charge a processing fee of EUR 5, unless the Advertiser can prove lower costs. Irrespective of this, ASTA reserves the right to suspend deliveries and services until the claims have been settled. In the event of late payment, ASTA shall charge interest for the period of default at a current rate of 10% per annum. In the case of the additional payment option, the first advertisement placement shall be made after consultation between ASTA and the Advertiser.
  • 22.5 ASTA reserves the right to successively add further payment options to the existing payment options in the booking system in the interests of user-friendliness.

 

23 Agency bookings; right to postpone

  • 23.1 If agreed, an agency commission in the agreed amount shall be granted for agency bookings for proven agency activity and invoicing to the agency.
  • 23.2 If placement periods have been agreed, ASTA shall have the right to defer placement if the media service has not been provided on the booked advertising space of the respective Publisher during the agreed period. The duration of the right to postpone corresponds to the booked placement period, i.e. in the case of a placement period of 14 days, for example, ASTA can still provide the service during the 14 days following the placement period.

Address

Axel Springer Teaser Ad GmbH Axel-Springer-Straße 65 10888 Berlin Managing Directors: Serge Heitmann, Christian Schmidt

Register Court: Charlottenburg Local Court Register Number: Charlottenburg HRB 175975 B Status: 12/2024