Terms and conditions for publisher

§ 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, Windscheidstr. 18, 10627 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.

§ 2 – REGISTRATION AND CONCLUSION OF CONTRACT

1. Only entrepreneurs within the meaning of § 14 BGB (German Civil Code) may register. Each publisher must also have a PayPal or bank account (see § 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.

§ 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 § 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.

§ 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.

6. Revenues that the publisher is receiving are taxable income, which have to be considered as part of the publishers tax return.

§ 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 § 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.

3. 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 § 8. Any residual credit amount shall be paid out to the publisher upon termination of the agreement.

4. If notice has been served to the publisher on grounds of misuse as per § 6 of the GTC, the amount of the contractual penalty shall be withheld from the credit amount as per § 6(2) of the GTC.

§ 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 § 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.

§ 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.

§ 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 § 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.

§ 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.

§ 10 – DATA PRIVACY

The data privacy policy (statement on data protection) shall apply to the handling of personal data of the clients.

§ 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.

§ 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.