TERMS AND CONDITIONS FOR PUBLISHERS
SECTION 1 - SCOPE OF APPLICABILITY AND RESERVATION OF RIGHT OF AMENDMENT
1. The following General Terms and Conditions of Business (GTC) include the provisions that apply exclusively between the publisher and Red Pineapple Media GmbH, Adalbertstr. 8, 10999 Berlin, Germany (hereinafter: Red Pineapple Media), unless such are amended by express written agreement between the parties. All contractual services shall be regulated by these provisions. The publisher acknowledges the General Terms and Conditions of Business by placing his order.
2. Any deviating or supplementary terms and conditions of business of the publisher shall be included only if and to the extent that Red Pineapple Media has expressly approved the applicability of such in writing. If the General Terms and Conditions of Business of the publisher expressly contradict our provisions, only those clauses that are mutually compatible shall become an integral part of the contract. The remaining provisions shall, in such cases, not become an integral part of the contract without invalidating the remainder of the contract.
3. Amendments to the Terms of Use shall be communicated by email at least four weeks in advance. They shall be deemed to have been accepted by the User if the User does not object to the amendments by email to info@redpineapplemedia.com within four weeks of receiving such notification. It shall be sufficient to submit the objection in a timely manner within the time-frame stipulated for this purpose. Red Pineapple Media undertakes to inform the User separately in the email giving notice of the amendments, of the importance of the four-week time-frame and the above-mentioned legal consequences of remaining silent. The above-mentioned legal consequences shall come into effect only if such information has actually been provided. If the User objects to the amendments, Red Pineapple Media reserves the right to terminate the Contract with statutory notice in accordance with these Terms of Use.
SECTION 2 - REGISTRATION AND CONCLUSION OF CONTRACT
1. Only entrepreneurs within the meaning of Section 14 BGB (German Civil Code) may register. Each publisher must also have a PayPal or bank account (see Section 8 Item 3 of the GTC). Red Pineapple Media shall reserve the right to verify the information, including the account details, stated by the publisher.
2. The publisher shall be required to register on the Red Pineapple Media website (RedPineappleMedia.com) in order to participate in the Red Pineapple Media network. By completing this registration form and accepting these GTC, the publisher submits an offer to conclude an agreement on the participation in the Red Pineapple Media network with the contents of these GTC. Red Pineapple Media shall accept the offer within seven days in text form. Red Pineapple Media shall reserve the right to refuse acceptance of the offer without stating a reason; in such a case, the data transmitted on the registration form shall be deleted without undue delay.
3. The functions of the Red Pineapple Media network can be used in their entirety only upon clicking the activation link in the confirmation e-mail and entering the access data. In the registered members’ area, the publisher can find an overview of the campaigns currently being carried out by the respective advertisers, which he can then select. In the members’ area, all details and information can be checked and amended, and membership in the Red Pineapple Media network can be terminated altogether.
4. Red Pineapple Media shall be entitled to appoint third parties (e.g. partner companies, sub-contractors or freelance workers) to fulfill its contractual obligations. Red Pineapple Media shall select and monitor such third parties with the level of care that is customary in the industry to ensure that the agreement is fulfilled competently and correctly. Liability on the part of Red Pineapple Media shall remain unaffected by this.
5. The publisher shall not be entitled to transfer the rights and duties arising from or in connection with this contractual relationship with Red Pineapple Media to third parties.
SECTION 3 - SPECIFICATION OF SERVICES
1. Red Pineapple Media operates and manages the Red Pineapple Media network. Publishers, advertisers and Red Pineapple Media are participants in the Red Pineapple Media network. Publishers are entrepreneurs, who offer advertisers space in their advertising area (e.g. advertising banners on website) on which to advertise their goods and services. Advertisers can be either natural persons or legal entities.
2. The publisher shall publish the advertiser’s advertising material in its advertising areas. If a third person views an advertisement, the publisher shall receive a remuneration from Red Pineapple Media for providing the advertising space. The publisher can manage his advertising activities in the members’ area, and can, in particular, select campaigns run by advertisers and integrate these into the advertising area. The technical specifications of Red Pineapple Media shall determine the type and scope of the available applications.
3. Red Pineapple Media shall provide the publisher with an individualized code that only works on the website registered by him with Red Pineapple Media. Red Pineapple Media shall use this to monitor and record the number of Ad Impressions generated by the publisher (tracking). Red Pineapple Media shall provide the publisher with an overview of this and shall invoice it accordingly. The tracking function applied by Red Pineapple Media shall be absolutely decisive for the question of how many Ad Impressions were generated and the resulting calculation of the remuneration.
4. Membership with Red Pineapple Media is free of charge for the publisher.
5. Red Pineapple Media shall ensure that the data in the provided applications is up-to-date, complete and correct. Red Pineapple Media shall not be obligated to check the advertisements provided as part of the partner programs by the advertisers for admissibility or correctness. In the course of necessary maintenance work and improvements, some functions may be temporarily unavailable because they are being serviced or improved. Red Pineapple Media shall remedy any defects or faults without delay provided that this is technically feasible and, in particular, reasonable from an economic and legal point of view, and provided that the adverse effects are not merely insignificant.
6. Red Pineapple Media shall endeavor to continue to develop its services. During this development, some applications may be improved, enhanced or slightly altered by Red Pineapple Media. This includes removing features or other parts of the service either partially or completely, provided that this results in no significant alteration to the services provided by Red Pineapple Media. The right to alter services shall be given in particular if this alteration is customary in the industry or due to a change in legislation or if such is obligated by case law.
7. To be able to publish advertisements on its website, the publisher makes a bid to the available advertisers specifying the advertising area(s) operated by it via Red Pineapple Media. In the process, the properties of the advertising area are compared with the requirements of the advertisement to be placed. If the advertising area specified during registration or in the bid for a specific advertiser does not correspond to the advertising area actually used, Red Pineapple Media shall be entitled to block the publisher’s account without delay. The further proceedings shall be determined by Section 6(2) of these GTC.
8. The advertiser shall be at liberty to permit the publisher to take part in campaigns or to refuse such permission. The publishers shall have no claim to participation; likewise, no claims can be deduced from any refusal of permission to participate.
9. If the publisher operates a network together with sub-publishers, he shall upon registration vouch to forward these GTC to his sub-publishers, and to monitor and enforce compliance with said GTC. He shall be liable for the conduct of his sub-publishers.
10. During the term of this agreement, the publisher shall not be permitted to bypass Red Pineapple Media and contact individual advertisers of the Red Pineapple Media network, either directly or indirectly; in particular he shall not be permitted to conclude any agreements on contractual services or to carry out negotiations in respect to such.
SECTION 4 - DUTIES AND OBLIGATIONS OF THE PUBLISHER
1. The publisher guarantees that the data requested upon registration is truthful and complete. Should the data entered during the registration process change after registration, this data must be changed in the members’ area.
2. The publisher shall be obligated to handle the access data selected during registration confidentially, not to disclose said data to third parties and to preserve said data in such a way that third parties cannot obtain knowledge of such. The publisher shall be liable for any unauthorized use of the data enabling him to access the members’ area that has been made possible due to conduct on his part, provided that he is at fault. The publisher shall inform Red Pineapple Media immediately if he has legitimate reason to suspect any misuse of his access data and the members’ area. The publisher shall be obligated to change his password immediately in such an event.
3. When sending e-mails containing advertisements placed by advertisers, the law forbidding the sending of unsolicited advertisements must be observed. The unsolicited sending of e-mails containing advertising is prohibited. The permission of all recipients must therefore be obtained prior to sending any e-mails, and evidence of such must be provided upon request by Red Pineapple Media.
4. The information and data obtained during participation in the Red Pineapple Media network may be used only in connection with the use of the Red Pineapple Media network. It is not permitted to forward said information and data to third parties or to use such for other purposes.
5. The provided advertising material and its source texts may not be altered either visually, technically or in terms of content, nor processed in any other way, without the prior consent of Red Pineapple Media.
SECTION 5 - TERM AND TERMINATION
1. The agreement on the participation in the Red Pineapple Media network is concluded for an indefinite period. The parties may terminate the agreement at any time in text form (e.g. e-mail, letter, fax, etc.) with a notice period of one month; the publisher may also terminate his membership with Red Pineapple Media in the members’ area. The provision in Section 5(3) shall remain unaffected by this. Once participation in the Red Pineapple Media network ends, the data set stored upon registration shall be completely deleted once the statutory retention periods end.
2. If the publisher registers with Red Pineapple Media yet fails to activate the registration via the activation link, the registration shall be deleted after three months. Re-registration is possible.
3. If no remuneration has been credited to the publisher’s account within six months of registration, Red Pineapple Media shall reserve the right to close this account and delete the registration. Re-registration is possible.
4. Ad Impressions generated via the advertising area until such time as the agreement is terminated shall be settled after receipt of the notice of termination, taking into account the regulations of Section 8. Any residual credit amount shall be paid out to the publisher upon termination of the agreement.
5. If notice has been served to the publisher on grounds of misuse as per Section 6 of the GTC, the amount of the contractual penalty shall be withheld from the credit amount as per Section 6(2) of the GTC.
SECTION 6 - MISUSE
1. Any form of misuse whatsoever, i.e. generating Ad Impressions through unfair methods or unauthorized means that violate applicable law, these GTC or any additional, program-specific campaign conditions, is forbidden. The publisher shall be prohibited in particular from seeking to gain remuneration by attempting to generate Ad Impressions by himself or through third parties. In particular, the publisher shall also be prohibited from using forms of advertising that, although they enable tracking, do not display the advertising material in a noticeable way, in the form and/or size specified by the advertiser, or at all. Nor may the publisher, when placing an advertisement or when applying for the advertising area, generate Ad Impressions by using in search machines terms that are legally protected – in particular trademark-protected – for the advertiser or third parties, without the express prior written consent of the advertiser.
2. Any form of misuse whatsoever shall result in the immediate blocking of the publisher’s member account. An objection may be raised within a month of the start of the blockage in text form in order to clarify the facts. If, however, the facts cannot be clarified to the benefit of the publisher, Red Pineapple Media shall issue notice of termination. In the case of termination, the agreement shall be settled in accordance with Section 5 of the GTC.
Moreover, the publisher shall not be entitled to remuneration for any improperly generated Ad Impressions.
For each culpable infringement of these provisions the publisher shall be obligated to pay a contractual penalty, to be determined by Red Pineapple Media at its own discretion and to be verified by a court of law if disputed. The maximum contractual penalty shall be the amount of credit available and confirmed on the publisher’s member account at the time the account was blocked.
SECTION 7 - RESPONSIBLITY FOR ADVERTISING CONTENT AND THE GRANTING OF RIGHTS
1. By integrating advertisements on his advertising area, the publisher assures that he shall inform Red Pineapple Media immediately upon becoming aware, either by himself or through third-party information, that the advertising content is in violation of any legal, official or contractual provisions, or court orders, or copyrights or other protective rights of third parties and/or is of an offensive, discriminating, or pornographic nature, glorifies violence or is harmful to young persons.
2. The publisher assures that he holds the necessary actual and legal rights to and/or for the use of the advertising area and has the necessary authorization.
3. The publisher shall be obligated to indemnify Red Pineapple Media against all and any third-party claims that are asserted against Red Pineapple Media due to or in connection with the advertising material published by the publisher, provided that the publisher is at fault. In the above cases, the publisher shall – without prejudice to any further compensation claims – also be obligated to indemnify Red Pineapple Media against all expenses, or to reimburse all expenses that Red Pineapple Media – at its own discretion – is required to pay for any necessary legal representation. In the event of claims asserted by third parties, the publisher shall, without delay, truthfully and correctly provide Red Pineapple Media with all information necessary to verify the claims and defend against them. These obligations shall also apply if any claims are asserted against Red Pineapple Media by an advertiser.
SECTION 8 - REMUNERATION OF THE PUBLISHER
1. The amount of remuneration in each individual case and for which type of business transaction said remuneration is paid shall be determined by Red Pineapple Media and depends on the respective campaigns. Red Pineapple Media may change the terms and conditions of the respective campaigns with effect for the future. The publisher has no entitlement to Red Pineapple Media carrying out a particular campaign under specific terms or at all. The amount of remuneration for the respective campaigns can be viewed in the members’ area. Apart from this remuneration, there shall be no entitlement to reimbursement of expenses.
2. The claim for payment of the remuneration shall arise only if an Ad Impression, which was recorded (tracked) by Red Pineapple Media and confirmed by Red Pineapple Media, was generated by way of the advertising material, and that there is no misuse within the meaning of Section 6 of the GTC.
3. Red Pineapple Media shall set up a member account into which the remuneration shall be paid. The payment shall be made using the credit note procedure, meaning that Red Pineapple Media shall credit the respective remuneration to the member account instead of issuing an invoice. Credit notes shall be issued per campaign, after the campaign has ended, on the last day of the following month. No interest shall be paid on the credit in the member account. Upon reaching the minimum pay-out amount of 50 EUR per registered publisher, the publisher may request payment in the members’ area. If, within three months, the 50 EUR limit has not been reached, payment may also be requested in this case. Requested credit amounts shall be transferred within five days to the stored payment term. For publishers with registered offices in the euro zone (officially also the euro currency area), the credit amount shall be paid into a PayPal account or bank account. For publishers with registered offices outside the euro zone, the credit shall be paid into a PayPal account irrespective of the sum. Payment to a bank account stating IBAN/BIC shall be free of charge. For payments to a PayPal account, the fees for the PayPal transaction shall be deducted from the credit balance.
SECTION 9 - WARRANTY AND LIABILITY
1. Liability for non-performance, interruption, premature termination, delay, faulty performance or other interference with regard to the placing of the advertising material for reasons for which Red Pineapple Media is not responsible or which are beyond its control, in particular due to force majeure (e.g. power outages, IT malfunctions, system malfunctions) or third-party culpability, in particular technical or other problems for which the advertiser is responsible, is excluded.
2. Claims for obvious faults are to be asserted in writing by the publisher immediately upon becoming aware of such, at the latest however within one month of termination of the placement of the advertisement, stating the precise reason for the complaint.
3. For damages incurred other than through death, injury or impaired health, Red Pineapple Media shall be liable only to the extent that such damages are due to intentional or grossly negligent acts or to culpable violation of an essential contractual obligation by Red Pineapple Media or its vicarious agents. A contractually essential obligation is an obligation the fulfillment of which makes the due execution of the contract at all possible and upon the observance of which the publisher should be able to regularly rely. Indirect damages, lost profits and consequential damages due to faulty performance of the service can be compensated for only to the extent that such damages can be typically expected. The typically foreseeable damage shall be limited to the amount of payment due for the execution of the contract. Any other liability for damages shall be excluded. Any claims arising from a quality guarantee issued by Red Pineapple Media or under the terms of the Product Liability Act shall remain hereby unaffected.
SECTION 10 - DATA PRIVACY
The data privacy policy [note: please implement as link] (statement on data protection) shall apply to the handling of personal data of the clients.
SECTION 11 - PLACE OF FULFILLMENT AND JURISDICTION
1. Place of fulfillment shall be the registered office of Red Pineapple Media.
2. For all disputes arising from the contractual relationship between Red Pineapple Media and the customer, all suits must be filed with the court that has jurisdiction over the district in which Red Pineapple Media’s headquarters are located, provided that the publisher is a merchant, a legal person under public law or a public special fund. In such cases, Red Pineapple Media shall also be entitled to file a suit at the location of the publisher’s headquarters.
SECTION 12 - FINAL PROVISIONS
1. Individual agreements between the publisher and Red Pineapple Media take priority over these GTC.
2. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Mandatory regulations of the country in which the publisher has his habitual place of residence shall remain hereby unaffected.
3. Should one or more of these provisions be ineffective, this shall not prejudice the effectiveness of the remaining provisions and arrangements. The ineffective provision shall be deemed to have been replaced by an effective regulation which comes closest to the economic purpose of the ineffective provision. This regulation shall also apply accordingly if a gap that needs to be filled should become apparent during the interpretation or execution of the order based on these General Terms and Conditions of Business.
TERMS AND CONDITIONS FOR ADVERTISERS
SECTION 1 - SCOPE OF APPLICABILITY
1. The following General Terms and Conditions of Business include the provisions that apply exclusively between the advertiser (hereinafter: Client) and Red Pineapple Media GmbH, Adalbertstr. 8, 10999 Berlin, Germany (hereinafter: Red Pineapple Media), unless such are amended by express written agreement between the parties. All contractual services shall be regulated by these provisions. The Client acknowledges the General Terms and Conditions of Business by placing his order.
2. Any deviating or supplementary terms and conditions of business of the Client shall be included only if and to the extent that Red Pineapple Media has expressly approved the applicability of such in writing. If the General Terms and Conditions of Business of the Client expressly contradict our provisions, only those clauses that are mutually compatible shall become an integral part of the contract. The remaining provisions shall, in such cases, not become an integral part of the contract without invalidating the remainder of the contract.
SECTION 2 - PLACEMENT OF ORDER AND CONCLUSION OF CONTRACT
1. The services described on the www.redpineapplemedia.com website and the range of services offered by Red Pineapple Media tailored to a potential Client (so-called order recommendation) are non-binding and serve for the placement of an order with Red Pineapple Media. Orders must be placed in text form. Upon placing the order, the Client thereby submits a binding offer. Red Pineapple Media may accept the Client’s offer within seven days.
2. The names of the advertiser and the product(s) being advertised must be specified in the orders. In particular, orders placed by advertising agencies and advertising agents shall be accepted only if such have been demonstrably commissioned in accordance with the order placed by the agency or agent and if the advertisers and products are specifically named in their orders to Red Pineapple Media. Subsequent alterations to the advertising campaign by the Client require the express written approval of Red Pineapple Media.
3. The Client must submit the advertising material seven days at the latest before the agreed placement of the advertisement (publication). Red Pineapple Media shall be entitled to refuse orders – including individual advertising material within an order – on the basis of their content, origin or technical form in accordance with uniform, objectively justified principles or to freeze advertisements that have already been published, either provisionally or completely. Such reasons exist in particular if the advertising content violates any laws, contractual or official stipulations or court orders, or if the publication of such is unreasonable for Red Pineapple Media. Publication shall be deemed to be unreasonable in particular if the advertising content is of an offensive, discriminating, or pornographic nature, glorifies violence or is harmful to young persons. Red Pineapple Media shall be entitled, yet not obligated, to monitor advertising content for compliance with these provisions prior to publication.
4. Red Pineapple Media is entitled to appoint third parties (e.g. partner companies, sub-contractors or freelance workers) to fulfill its contractual obligations. Red Pineapple Media shall select and monitor such third parties with the level of care that is customary in the industry to ensure that the agreement is fulfilled competently and correctly. Liability on the part of Red Pineapple Media shall remain unaffected by this.
5. The Client shall not be entitled to transfer the rights and duties arising from or in connection with this contractual relationship with Red Pineapple Media to third parties.
SECTION 3 - SPECIFICATION OF SERVICES
1. Red Pineapple Media offers the Client the opportunity, and the corresponding service, to distribute its advertising material digitally on the Internet. The Client shall prepare the respective advertising material on its own authority and subsequently place it at the disposal of Red Pineapple Media for placement (publication, cf. Section 2(3). The advertising material shall be distributed solely via the Internet. Various social media such as Facebook, Twitter and Linkedin, as well as blogs and other websites of publishers registered with Red Pineapple Media, are used to distribute and place the advertisement. The advertising material is uploaded on the Red Pineapple Media platform and made available to all relevant, registered publishers. Relevant publishers are those publishers with whom a certain pertinent professional affiliation /overlap exists between the contents/platform of the publisher and the content of the advertising material. The relevant publishers basically decide independently which advertisements from which clients they will publish on their websites. The Client also has the option of specifying to which publishers the advertising material should be made solely available or to whom it should not be made available. This guarantees that the Client’s advertisement is placed advantageously.
Red Pineapple Media shall ensure that the number of “Ad Impressions” (views) desired/booked by the Client shall be achieved. The “Ad Impressions” basically represent the number of viewers with regard to the advertising material made available by the Client. Red Pineapple Media can guarantee the Client a certain number of “Ad Impressions” through the evaluation of statistics and based on experience in this area. The Client shall receive a separate information sheet for a better understanding of the (technical) method in which the identification/calculation of a specific number of “Ad Impressions” is carried out by Red Pineapple Media. The information sheet shall form an integral part of the agreement. Moreover, each process and every calculation of the Ad Impressions is transparent and can be verified by the Client at any time. The Client may also add to the advertising material his own tracker, which will be taken over and implemented by Red Pineapple Media. In addition, Red Pineapple Media shall provide the Client with a so-called monitoring report (campaign summary) on the progress of the campaign and the distribution of the advertising material. This way, every distribution step and every “Ad Impression” can be fully traced by the Client.
2. The exclusion of competitors cannot be guaranteed. The Client has, in principle, no entitlement to the placement or non-placement of its advertising material on specific websites or alongside or in connection with specific website content, in particular editorial content. Deviations from this can be arranged between the Client and Red Pineapple Media in a separate written agreement (cf. Section 3(1), Sentence 1).
3. The agreement shall be concluded on a temporary basis, for the duration of the advertising campaign requested by the Client. Once this period has expired, the agreement shall end automatically. During the campaign Red Pineapple Media shall ensure that the booked number of “Ad Impressions” is achieved by, if necessary, distributing the advertising material more broadly. Should the booked number of “Ad Impressions” not be achieved before the end of the advertising campaign, the agreement shall end once the booked number of “Ad Impressions” is reached.
4. The Client shall keep confidential any business processes that he becomes aware of during the cooperation with Red Pineapple Media, including the information on the (technical) method by which a specific number of “Ad Impressions” is identified/calculated and the contents of the so-called monitoring report (campaign summary) on the progress of the campaign and the distribution of the advertising material. The obligation to maintain secrecy shall continue to apply beyond the term of the agreement.
SECTION 4 - PRICES AND PAYMENT
1. The prices agreed individually with the Client shall apply. The relevant price shall be listed in the order placed by the Client. The prices generally depend on the number of booked “Ad Impressions”. In this respect, Red Pineapple Media shall recommend appropriate booking packages to the Client.
2. The invoice amount shall be transferred to Red Pineapple Media’s corporate account. Unless otherwise agreed, the invoice amounts are due for payment 10 days after the agreed end of the advertisement placement/term of contract.
3. Payment shall be deemed to have been made as soon as the amount has been credited to Red Pineapple Media’s account. In the event of delay in or deferment of payment, statutory default interest shall be charged.
4. If the Client is in default of payment or if Red Pineapple Media becomes aware, after conclusion of the contract, of circumstances that give rise to objective and significant doubt regarding the creditworthiness of the Client that would jeopardize Red Pineapple Media’s claim for payment, Red Pineapple Media shall be entitled to make the execution or continuation of the campaign contingent upon advance payment or provision of a security. If Red Pineapple Media’s request for advance payment or provision of a security is not fulfilled within a reasonable period of time to be set by Red Pineapple Media, Red Pineapple Media shall be entitled to withdraw from the contract and/or demand compensation.
5. The Client shall only be entitled to offset or withhold due payment with claims that have been ascertained as legally binding or undisputed.
SECTION 5 - COMPILATION AND HANDING OVER OF MATERIAL
1. The advertising material and its contents shall be compiled and handed over at the expense and risk of the Client. The technical requirements (format, quality, etc.) of the advertising material and its contents and the manner in which said material and contents are to be handed over shall be specified by Red Pineapple Media. The technical requirements shall be noted separately in the order placement.
2. The Client must submit the advertising material seven days at the latest prior to the agreed placement of the advertisement (publication). The advertising material shall be kept by Red Pineapple Media for up to four weeks after the agreed final date of activation or after achieving the agreed number of Ad Impressions. After this time, Red Pineapple Media shall be entitled to delete/destroy the advertising material.
3. If Red Pineapple Media is unable to execute the order on time or not at all, because the advertising material was delivered late, was not delivered in the required format, or was not delivered at all, this shall not release the Client from his obligation to provide payment. Red Pineapple Media shall have any expenses saved offset.
SECTION 6 - RESPONSIBILITY FOR ADVERTISING CONTENT AND THE GRANTING OF RIGHTS
1. The Client shall bear the sole legal responsibility for the advertising content and other content to which third parties are redirected from the advertisements published by the publishers registered with Red Pineapple Media, as well as the design of such and their suitability for advertising purposes. The Client shall be responsible for ensuring that the advertising content violates no legal, official or contractual provisions, court orders, copyrights or other protective rights of third parties and/or is not of an offensive, discriminating, or pornographic nature, does not glorify violence or is not harmful to young persons.
2. Upon conclusion of the contract, the Client shall grant Red Pineapple Media, on a royalty-free basis and limited to the term of the contract, all rights that are necessary to carry out the advertising campaign (in particular, the options of sub-licensing and non-limitation in terms of space). This shall include all usage rights, ancillary copyrights and other rights required for the publication of the content as commissioned by the publishers registered with Red Pineapple Media. The Client ensures that he holds the above rights and is authorized to grant them to others.
3. The Client shall be obligated to indemnify Red Pineapple Media against all and any third-party claims asserted against Red Pineapple Media due to or in connection with the advertising content provided by the Client, provided that the Client is at fault. In the above cases, the Client shall – without prejudice to any further compensation claims – also be obligated to indemnify Red Pineapple Media against all expenses, or to reimburse all expenses that Red Pineapple Media – at its own discretion – is required to pay for any necessary legal representation. In the event of claims asserted by third parties, the Client shall, without undue delay, truthfully and correctly, provide Red Pineapple Media with all information necessary to verify the claims and defend against them. These obligations shall also apply if any claims are asserted against Red Pineapple Media by a publisher.
SECTION 7 - WARRANTY AND LIABILITY
1. Liability for non-performance, interruption, premature termination, delay, faulty performance or other interference with regard to the placing of the advertisement for reasons for which Red Pineapple Media is not responsible or which are beyond its control, in particular due to force majeure (e.g. power outages, IT malfunctions, system malfunctions) or third-party culpability, in particular technical or other problems for which the publisher is responsible, is excluded.
2. Claims for obvious faults are to be asserted in writing by the Client immediately upon becoming aware of such, at the latest however within one month of termination of the placement of the advertisement, stating the precise reason for the complaint.
3. For damages incurred other than through death, injury or impaired health, Red Pineapple Media shall be liable only to the extent that such damages are due to intentional or grossly negligent acts or to culpable violation of an essential contractual obligation by Red Pineapple Media or its vicarious agents. A contractually essential obligation is an obligation the fulfillment of which makes the due execution of the contract at all possible and upon the observance of which the Client should be able to regularly rely. Indirect damages, lost profits and consequential damages due to faulty performance of the service can be compensated for only to the extent that such damages can be typically expected. The typically foreseeable damage shall be limited to the amount of payment due for the execution of the contract. Any other liability for damages shall be excluded. Any claims arising from a quality guarantee issued by Red Pineapple Media or under the terms of the Product Liability Act shall remain hereby unaffected.
SECTION 8 - DATA PRIVACY
The data privacy policy (statement on data protection) shall apply to the handling of personal data of the clients.
SECTION 9 - PLACE OF FULFILMENT AND JURISDICTION
1. Place of fulfillment shall be the registered office of Red Pineapple Media.
2. For all disputes arising from the contractual relationship between Red Pineapple Media and the Client, all suits must be filed with the court that has jurisdiction over the district in which Red Pineapple Media’s headquarters are located, provided that the Client is a merchant, a legal person under public law or a public special fund. In such cases, Red Pineapple Media shall also be entitled to file a suit at the location of the Client’s headquarters.
SECTION 10 - FINAL PROVISIONS
1. Individual agreements between the Client and Red Pineapple Media take priority over these GTC.
2. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Mandatory regulations of the country in which the Client has his habitual place of residence shall remain hereby unaffected.
3. Should one or more of these provisions be ineffective, this shall not prejudice the effectiveness of the remaining provisions and arrangements. The ineffective provision shall be deemed to have been replaced by an effective regulation which comes closest to the economic purpose of the ineffective provision. This regulation shall also apply accordingly if a gap that needs to be filled should become apparent during the interpretation or execution of the order based on these General Terms and Conditions of Busine