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"). In this context, 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.) only apply to Publishers and Advertisers, respectively.
1.3 Other terms and conditions of the User are not valid, even if ASTA does not object in individual cases. Declarations of a User deviating from or supplementing the dialogues or input options offered on the booking system are not valid, even if ASTA does not object in individual cases. Validly agreed individual agreements remain unaffected in any case.
2 Conclusion of Contract; User Account
- 2.1 The services of ASTA are exclusively directed at companies.
- 2.2 The User is obligated to provide truthful, accurate, current and complete information upon registration according to the specifications of the registration form. Furthermore, he is 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 on the booking system. This includes the user's details from the registration process as well as the details required for the use of the booking system and the processing of 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 him by e-mail. These are considered received if they can be retrieved under normal circumstances in the user's mailbox on the booking system or in the e-mail box that the user specified during registration.
- 2.5 The contract of use between the User and ASTA for the use of the Booking System shall only come into existence upon activation of the User's account by ASTA. Only this activation (release) of the account in the booking system enables the publication of the Advertisements. The User has no right to participate, ASTA can refuse the activation of the account without giving reasons.
3 Legal Relations; Services ASTA; 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 advertisements and advertising customers (Advertisers) can place offers for the booking of advertisements in ASTA's booking system. The booking of advertisements by advertisers is done either by direct placement or by keyword advertising. Billing is based on the click payment model, i.e. the service is billed per click (CPC). The price for a click is determined by the auction procedure described below. An "Offer" is deemed to be any Internet page registered by the Publisher for participation on the booking system or, analogously, any newsletter. Placement" means any page area contained on a website registered by the Publisher and available for placement for online advertising and, analogously, any email newsletter. Publishers and advertisers store certain information about their placements or booking requests in the system (on the part of the publisher, for example: Advertising space information, publisher minimum CPCs; on the part of advertisers, e.g.: desired Internet pages, topic channels (e.g. travel, finance & insurance), keywords, placement period, budget, advertiser maximum CPCs). ASTA automatically calculates the purchase and sales prices for certain advertising spaces in the system on an ongoing basis within the framework of a real-time auction model on the basis of the details for advertising spaces or advertising bookings stored by the users in the service and 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. Legally, the contracts between ASTA and Publishers as well as between ASTA and Advertisers are contracts of their own kind, the content of which is governed by these GTC. Insofar as terms such as purchase or sales prices are used, this is for illustrative purposes only and does not imply any reference to the statutory provisions of the law on sales.
3.2 Advertising marketing is governed by the auction procedure. In the auction procedure, the Advertiser determines for the advertising placements on the offers mediated by ASTA, in addition to further specifications for his campaign, e.g. his maximum daily advertising budget (daily limit), the maximum price per click (max. CPC ) related to a placement (placement targeting) or related to a keyword (keyword targeting).
- 3.2.1 Placement targeting If only one 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 optimisation algorithm developed by ASTA. In this process, ad ranks are determined. The ad rank depends on the respective max. CPC (maximum amount the advertiser is willing to pay for a click on his ad) defined by the advertiser 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, the increase in the click rate through coordinated, attractive image-text combinations increases the quality factor to a significant extent. 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 max. CPC entered by the advertiser.
- 3.2.2 Keyword targeting Alternatively, the advertiser has the option of placing his ads via 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 (maximum amount the advertiser is willing to pay for a click on his ad) for each keyword. The offers of the publishers are analyzed by ASTA on their contents and described (if necessary also by several) relevant keywords. If the keywords match - analogous to the placement targeting under Section 3.2.1 - the auction procedure and optimization algorithm determine which ads are displayed at which position. A higher quality factor improves the ad rank of an ad at the same CPC. Conversely, if two ad groups have the same quality factor, a higher ad rank can be achieved by a higher max. CPC of the relevant keyword entered by the advertiser.
- 3.2.3 ASTA reserves the right to add further targeting technologies (e.g. retargeting) to the booking system and to apply them with the consent of the Users.
4 General Obligations of the 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 his member account.
- 4.2 Users must observe ASTA's technical requirements and specifications for advertising content and placements (hereinafter "technical specifications") when participating.
- 4.3 The User is obliged to set up his systems and programs in such a way that neither the security, the integrity nor the availability of the systems used by ASTA to provide its services is impaired. ASTA is entitled to take necessary measures (e.g. blocking of access) which are required to ensure the system integrity of systems of ASTA or third parties.
5 Availability of ASTA
- 5.1 ASTA guarantees an availability of the offer of 97% in relation to the year. Availability is understood to be 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 centre.
- 5.2 Not included in the target time are maintenance times required for the maintenance of the system and interruptions for offline backups, in each case within reasonable limits, as well as interruptions due to force majeure or other causes that ASTA cannot prevent, e.g. emergency measures to prevent a massive virus outbreak.
- 5.3 ASTA does not assume any warranty for the performance of third party AdServers if the Advertiser deposits the Advertising Media there and not with ASTA.
6 Billing and payment modalities
- 6.1 Invoicing by ASTA to the Users is exclusively done electronically and on a monthly basis. Amounts are, unless otherwise stated or no VAT is legally due, plus statutory VAT.
- 6.2 ASTA stores the invoices or statements in the User's account. The reporting on which the billing is based is carried out exclusively in the statistics area of the user account.
- 6.3 In case of a return debit note or a wrong transfer for which the User is responsible, the User has to compensate the additional costs in the amount of EUR 10, unless the User proves a lesser damage.
7 Termination of the user relationship; termination of advertising contracts
- 7.1 Each User is entitled to terminate the usage relationship with ASTA at any time without giving reasons by giving notice in writing. ASTA can terminate the user relationship with a notice period of two weeks without giving reasons.
- 7.2 ASTA may terminate a user relationship without notice if
- the Advertiser is in default with the payment of an advertising service used by him with ASTA or
- proceedings for the issuance of an affidavit are initiated against the User or insolvency proceedings are opened against the User's assets, unless the User provides adequate 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 it is not successful or if the violation is so serious that ASTA cannot reasonably be expected to adhere to the contract. The seriousness of the violation can also result from the fact that the User has already been warned several times because of a comparable violation.
- 7.3 The right of both parties to terminate the contract for good cause and any statutory right of withdrawal of the customer shall remain unaffected.
- 7.4 A termination of the user relationship is simultaneously 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 then been completed, they shall be extended until complete delivery, without prejudice to Section 7.3. The obligation to pay already incurred liabilities of a User towards ASTA remains unaffected by a termination of the contract.
8 Liability of ASTA
- 8.1 Unless agreed upon in writing, ASTA does not guarantee that certain results or successes will be achieved with the provision of services and the placement of Advertisements.
- 8.2 ASTA does not guarantee that websites (mobile and/or online) will continue to exist unchanged or remain the same in terms of content or quality or be accessible without interruption during the term of advertising campaigns.
- 8.3 ASTA does not assume any warranty for defects insofar as the User modifies the work himself or has it modified by third parties without the consent of ASTA, unless the User proves that the defects have not been 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 is liable without limitation in case of intent or gross negligence as well as in case of absence of a guaranteed characteristic for all damages resulting therefrom.
- 8.6 In case of slight negligence ASTA is liable. In case of injury to life, body or health ASTA is 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 violated an essential obligation, the liability for material and financial damages resulting therefrom is limited to the foreseeable damage typical for the contract. This also applies to loss of profit and savings. A material obligation is an obligation the fulfilment of which makes the proper performance of the contract possible in the first place, the breach of which jeopardises the achievement of the purpose of the contract and the observance of which the client may regularly rely on.
- 8.8 Liability for other remote consequential harm caused by a defect is excluded. The same applies to slightly negligent actions of simple vicarious agents.
- 8.9 In case of loss of data, ASTA is only liable for that expenditure which is necessary for the recovery of the data in case of proper data backup by the Client. In the case of slight negligence on the part of ASTA, this liability only applies if the Client has carried out a proper data backup on a daily basis.
- 8.10 The liability for all other damages is excluded, especially for data loss or hardware malfunctions caused by incompatibility of the components existing on the PC system of the Client with the new or to be changed hardware and software and for system malfunctions caused by existing misconfigurations.
- 8.11 If claims are asserted against ASTA by third parties, including state institutions, within the framework of this contract due to the infringement of third party rights as well as other infringements of rights due to the use of the Advertising Material in accordance with the contract, the User will indemnify ASTA against these claims and will provide ASTA with the necessary support in the legal defence, to which ASTA is entitled but not obliged, as well as bear the necessary costs of the legal defence for ASTA. The prerequisite for this is that ASTA informs the User immediately and comprehensively in writing about asserted claims as well as infringements of rights, does not make any concessions or acknowledgements or declarations equivalent to these and enables the User to conduct all judicial and extrajudicial negotiations about the claims at his own expense. The right to assert further claims is reserved.
9 Responsibility for contents; release from liability by user
- 9.1 The user is responsible for the legality of the content, the advertising material provided by him as well as for such content to which links are provided. The legality is to be determined according to German law. However, if there are indications that the contents are also subject to the provisions of one or more other legal systems (in particular due to their language or if they are intended for other countries), the legality shall also be determined according to these other legal systems. The contents 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 which
- 9.2.1 i. 9.2.1 in the sense of §§ 130, 130a and 131 of the German Criminal Code (StGB) serve to incite the people, instigate criminal offences or glorify or trivialise violence.
- 9.2.2 depict children or adolescents in unnaturally gender-biased postures; this also applies to virtual depictions.
- 9.2.3 are pornographic and involve violence, the sexual abuse of children or adolescents or sexual acts of humans with animals; this also applies to virtual representations.
- 9.2.4 are included in Parts B and D of the List pursuant to Section 18 of the German Protection of Minors 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 In addition, the user shall not use content that is
- 9.3.1 is pornographic in any other way,
- 9.3.2 is included in Parts A and C of the List pursuant to § 18 JuSchG or is 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 an independent and socially competent personality, taking into account the special effect of the medium of dissemination (relative prohibition in the sense of Article 4 (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 linked to from the closed user group. The making available of corresponding contents in other areas requires a separate written agreement between the parties, for the conclusion of which the Client will approach ASTA without being asked.
- 9.3.4 Contents which are likely to impair the development of children or adolescents into a responsible and socially competent personality, in particular such contents which are not released for children or adolescents of the respective age group according to the JuSchG or which are essentially identical in content to offers which are not released for children or adolescents of the respective age group according to the JuSchG (relative prohibition in the sense of § 5 Para. The User will only offer content that is essentially identical in content to content that is not approved for children or adolescents of the respective age group according to the JuSchG (relative prohibition in the sense of § 5 Para. 1, 2 JMStV) if the User makes it impossible or significantly more difficult for children or adolescents of the respective age group to perceive the content by technical means. ASTA must be notified in writing in advance of the offer of such content and such content may only be offered if ASTA does not object within 10 working days.
- 9.3.5 The User has to label his contents and his linked contents in the sense of § 12 JMStV and to comply with the advertising regulations of § 6 JMStV.
- 9.3.6 The user has to program his contents and his linked contents according to § 11 Abs.1 JMStV for a youth protection program recognized as suitable.
- 9.4.1 the national and international copyright, trademark, patent, name and labelling rights 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 the recognised 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 Place of performance and exclusive place of jurisdiction is, as far as legally permissible, Berlin.
- 10.3 There are no oral or written collateral agreements. Changes to the terms of the contract must be made in writing. This also applies to the cancellation 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 agreement shall remain valid. In the event of such invalidity, the contracting parties shall agree on a legally valid replacement provision that comes as close as possible to the invalid provision in economic terms. The same shall apply in the event of a loophole.
- 10.5 Insofar as written form is referred to in these General Terms and Conditions, this shall mean text form within the meaning of § 126 b BGB.
B. Special Provisions for Website Operators (Publishers)
11 Legal Position
By registering websites on the Booking System, the Publisher offers ASTA the Placements determined on the Booking System. ASTA can accept this offer by corresponding confirmation (activation of the account cf. A. 2.5) or the placement of advertising on the Placement. Binding prices in the relationship between Publisher and ASTA are, if applicable, only the Publisher Minimum CPC to be determined by the Publisher. With the placement of the respective advertisement, ASTA acquires the offer/placement of the Publisher at the prices and other conditions agreed via the Marketplace and resulting from these GTC.
12. no guarantee for advertising contents by ASTA
ASTA does not assume any warranty for the functionality or the advertising content of the advertising material supplied by the Advertiser, which is linked to the Publisher's participating website. ASTA also does not guarantee that the displayed advertising links are thematically or otherwise related to the participating website of the Publisher.
13. responsibility of the Publisher; support of tracking / targeting
- 13.1 The Publisher is responsible for the content as well as for the availability of its Website and must check its Internet pages regularly. He guarantees the availability of his participating Internet pages in accordance with section 5 of these GTC.
- 13.2 The Publisher has to ensure that the placements offered by him comply with the technical requirements of ASTA and that ASTA is thus in a position to place advertisements on the registered placements and to collect the access figures (so-called "tracking") required for the processing and billing of the advertising relationship. This applies accordingly to any targeting technologies of ASTA or advertisers. ASTA will inform about these technical requirements.
14. activation of advertising by publishers; obligation to activate advertising; exceptions
- 14.1 ASTA will only place Advertiser Advertising 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 obligated to publish the advertising released by it, if applicable including an AdUp/ASTA logo, on the Placement notified by it for participation under the conditions specified by ASTA, unless otherwise regulated 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 will be extended until delivery is complete.
- 14.4 The Publisher may use the HTML code provided by ASTA exclusively under the URL specified by him and in the environment named and described by him. The Publisher will not receive any remuneration 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 modify the HTML Code made available via ASTA without the separate written consent of ASTA, nor to remove or modify in any way tracking tags integrated in the Codes.
15. guarantee of the right of disposal; tests and optimisation
- 15.1 The Publisher guarantees that he is entitled to market the advertising spaces he has registered on the booking system and that he can freely dispose of the advertising spaces.
- 15.2 In order to test and optimise performance and revenues, ASTA may use the appropriate number of Ad Impressions on the registered Advertising Spaces required for this purpose free of charge exclusively for these purposes.
16 Remuneration of Publishers
- 16.1 The Publisher receives 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 Fee shall, if applicable, amount to at least the valid Publisher Minimum CPC defined by the Publisher. If Advertisers outbid each other for a Publisher Placement, higher remunerations may result for the Publisher depending on the Publisher Minimum CPCs included in the system (cf. Section 3), which will be displayed to the Publisher in a timely manner in the reporting for its Advertising Spaces.
- 16.2 The Publisher's claim for remuneration against ASTA for an Advertising Placement only arises when ASTA has sold this Advertising Placement to an Advertiser and this Advertiser has paid ASTA in full.
- 16.3 The Publisher's Advertising Compensation 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 for inspection by the publisher 10 days after the end of each month. If the advertising fee credit does not reach the amount of 100 Euros, ASTA is entitled not to pay it out immediately, but to carry it forward to the next settlement date. If an Advertising Compensation Credit to be paid out amounts to less than EUR 20, ASTA may deduct a processing fee of EUR 5, unless the Publisher proves lower costs.
- 16.4 ASTA will transfer the amounts to be paid out to Publishers exclusively to the bank account deposited in the User Account.
17. prohibited practices; prohibited advertising environment
17.1 The Publisher is prohibited from making, directly or indirectly
- directly or indirectly to any advertisement, link or page view transmitted by ASTA, in particular through
- generate page views, in particular by repeated manual clicking or by using automatic program sequences (e.g. "robots", "forced clicks", etc.), or
- filter and/or modify the information transmitted by ASTA, or
- minimise the information provided by ASTA or otherwise restrict or inhibit the full display of the Advertiser Materials.
17.2 The Publisher may not register Advertising Space with ASTA if the Participating Website directly contains or hyperlinks to pages of such content.
Furthermore, the following environments are inadmissible:
- content glorifying violence, war, eroticism, pornography, incitement of the people or contempt for humanity or
- symbols of unconstitutional organisations
- 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 file-sharing sites
- 17.3 Websites on which advertising space is made available must comply with the relevant legal provisions, in particular they must contain the information required under the German Telemedia Act (TMG) (so-called imprint). The same applies to the manner in which the advertising media are placed.
- 17.4 Websites on which advertising media are placed and the manner in which the advertising media are placed must furthermore not impair the reputation or esteem of the brand or the business operations of the Advertiser.
- 17.5 The Publisher must ensure that the URL of the Advertiser is visible in the address bar after clicking on the Advertising Media. Framing of the target sites within the partner websites is not permitted.
- 17.6 If the Publisher culpably violates the prohibition of unlawful practices (Sections 17.1 to 17.5), the Publisher's corresponding claim to advertising remuneration pursuant to Section 16 will 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 (clauses 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 removal of the HTML codes from his Website, within a maximum of 24 hours, if he is requested to do so by ASTA due to his culpable conduct.
- 17.7 Clause 17.6 shall also apply mutatis mutandis in the event of circumvention of the unlawful practices.
C. Special Provisions for Advertisers
18. legal position; no warranties
The Advertiser and ASTA agree by entering the Advertising Content on the Booking System and by depositing the intended details, e.g. the maximum bids (max CPC) and limits as well as the definition of the Advertising Spaces and/or Advertising Space categories as well as keywords (cf. Clause 3) in the System, on the publication of this Advertising Content by ASTA on certain Advertising Spaces which are offered to ASTA on the Booking System by Publishers for marketing and as far as these Advertising Spaces for the Advertising Content of the Advertiser have not been excluded by the respective Publisher. In return, ASTA receives the remuneration agreed between ASTA and the Advertiser, the amount of which results from the auction procedure, taking into account the parameters specified by the Advertiser via the booking system. ASTA's obligation to place advertisements ends with the expiry of the agreed campaign period, or, if applicable, earlier, as soon as the fixed budget has been used up. ASTA does not make any qualitative or quantitative assurances or statements to the Advertiser about the advertising spaces offered, their advertising value or about the amount at which a Publisher will be remunerated for a particular advertising space beyond the expressly agreed specifications. The advertiser decides on his own responsibility on which advertising space he books the advertisement.Whether the advertisement of an advertiser appears on an advertising space of a publisher depends on its advertisement rank on 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 (cf. Section 3).The advertiser's ads are published either as image text ads or text ads, depending on the publisher's specifications for the relevant ad unit. The Publisher may, at its own discretion, either display the "Displayed URL" text line as normal (standard case), hide it or replace it with a call-to-action. A selection of reputable and customary calls to action is stored directly in the system for this purpose. Irrespective of this, ASTA reserves the right to shorten the text line "Displayed URL" entered by the advertiser if the ad block size of the publisher requires this.
19 Responsibility of the Advertiser; Guarantee of Rights
- 19.1 The Advertiser is fully responsible, technically and in terms of content, for the Advertisements he uses with ASTA or on the Advertising Spaces arranged 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 distribution area of the Booking System, in particular Germany and the European Communities, and that he can freely dispose of all rights to the Advertising, in particular ancillary copyrights, trademark rights, copyrights and/or personal rights, to the extent necessary for the performance of this Agreement, and that conflicting rights of third parties do not exist. 20.
20. inadmissible advertising contents
The Advertiser may not upload, link or enter any advertising at ASTA which directly contains or refers by hyperlink to pages of such content.
- does not clearly indicate the advertising character or
- glorifies violence, war, pornography, incitement of the people, inhuman content or
- symbols of unconstitutional organisations or
- contains advertising under a false trademark or factual claims or
- links to pages which are in violation of trademark law
- or otherwise illegal contents
21. transfer of rights
By uploading, linking or entering the advertisement into the booking system, the Advertiser grants ASTA and the Publisher the non-exclusive and spatially unrestricted right of use to the advertising content for the duration of the agreed advertising placement.
22 Obligation to pay; payment options; due date
- 22.1 The Advertiser must pay ASTA the advertising fee due for the advertising service used by him. This results either from the real-time auction model (cf. Section 3) or, if applicable, directly from a volume agreement concluded with ASTA. Within the framework of the real-time auction model, ASTA automatically calculates the purchase and sales prices for certain advertising spaces in the system on an ongoing basis on the basis of the information for advertising spaces or advertising bookings deposited by the Users in the Service 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 calculation be made if stored limits of the Advertiser 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 using prepayment to activate their user account for the activation of their ads, i.e. with prepayment advertisers pay for their advertising costs in advance. Advertisers can add credit to their user account at any time by transfer to the bank account specified by ASTA in the user account. Any applicable click charges 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 cease if the Advertiser's account runs out of funds. Ad placement will resume once 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 is deposited in electronic form in the user account for inspection by the advertiser 4 days after the end of the month and is thus deemed to have been received by the advertiser.
- 22.4 Depending on the credit rating of an Advertiser by ASTA, 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 the month. Thereafter, the invoice is due immediately and without deduction, and 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 will be deposited in electronic form in the user account for inspection by the advertiser 4 days after the end of each month and is thus deemed to have been received by the advertiser. If the advertising fee does not exceed the amount of 50 Euros, ASTA is entitled not to invoice it immediately, but to carry it forward to the next billing date. If the advertising fee in a calendar month is less than 10 Euro, ASTA may charge a processing fee of 5 Euro, 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 a delay in payment, ASTA will charge interest for the period of the delay in the amount of currently 10% p.a.. In the case of the payment option subsequent payment, the first advertisement placement will take place after agreement 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 interest of user-friendliness.
23 Agency Bookings; Right to Shift
- 23.1 If agreed, an AE commission in the agreed amount is granted for agency bookings for proven agency activity and invoicing to the agency.
- 23.2 If insertion periods are agreed, ASTA shall have a right of deferral 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., for example, in the case of a placement period of 14 days, ASTA can still provide the Service in these cases during the 14 days following the placement period.