ad2.General terms and conditions
General Business Terms and Conditions of ad2games.com
Ad2games is a product of Chili Entertainment GmbH. By logging in at www.ad2games.com or by confirming these General Business Terms and Conditions, the contractual partner agrees to their validity.
1. Entering into the contract
The contract between Chili Entertainment GmbH and the Contractual Partner is not entered into just by completely filling in the notification form and receiving confirmation of it. Rather, the contact is entered into by logging in with the password sent via e-mail.
Only those parties who meet the conditions below can become contractual partners of Chili Entertainment GmbH.
For advertisers these are:
- Businesses or persons whose intention is to place advertisements relating to gaming and of interest to the target group “computer game players.”
- Businesses or persons offering internet services or web-pages, whose general content concerns computer games or games in general and whose visitors/users are predominantly persons interested in games.
- Web-pages/services generating fewer than 25,000 ad impressions per month;
- Web-pages/services offering FSK18 (German film/video games classification certificate “18”) content, those with content in violation of applicable laws (warez, cracks, swap-markets), and those not in possession of their own top-level domain name;
- Web-pages in violation of the rights of third parties.
- Leaderboards must be immediately visible on the web page, without the user having to scroll down to see them.
- Two ad2games Leaderboards or two ad2games Skyscrapers may not be placed on the same page.
- Ad2games banners may only be incorporated into the pages of a website that are directly accessible from the home page (site map).
- Ad2games banners cannot be embedded in multiple-loading frames.
- Ad2games banners must be placed in websites (e.g. not in newsletters).
- To indicate the commercial product being offered by means of a provider identification code as per §6 of the TMG (German telecommunications law).
- To exclusively run and promote the platform/web-page in conformity with other legal provisions (particularly competition law) and current case law.
Chili Entertainment GmbH has the right to reject individual pages of a log-in, without specifying reasons, even where these adhere to the rules.
2. Execution of the contract
2.1. Publishers
With the ad2games system, Chili Entertainment GmbH makes a marketing platform available to publishers, so they can have destination sites appear within their own web-pages/services. In so doing, Chili Entertainment GmbH does not act as a marketer, but only as an agent for the advertising service. The advertiser itself is solely responsible for submitting bids to a publisher. Chili Entertainment exerts no influence in this regard and thus provides no guarantee that bids, and thus advertisements, will be available at all or in sufficient quantity.
Upon confirmation of the contract on the part of Chili Entertainment GmbH, the publisher is obliged to immediately and at its own expense incorporate the AdTags generated into all pages on which the publisher wishes to place ads. The following delivery practices warrant the right to extraordinary cancellation and the legal consequences of point 6:
AdTags may only be embedded in pages logged into the system and authorized by Chili Entertainment GmbH
- repeatedly clicking on an ad2games banner oneself or instructing a third person to do so is not permitted;
- inciting page visitors in any way to click on ad2games banners;
- covering the banners entirely or partially with page content;
- using automatic software or scripts to simulate flashes and clicks on ad2games banners;
- building up a direct relationship with the advertiser, so as to bypass ad2games, is prohibited and will lead to expulsion from ad2games;
- any act or practice that affords the web operator an advantage over ad2games or another web operator or advertiser through deliberate abuse of the network.
2.2 Advertisers
2.2.1 In order to be able to place bids, advertisers require a positive balance in excess of €1 in their own bank account. In the absence of written agreement to another effect, this credit must be paid into the account in advance via transfer or PayPal. When the advertiser logs in for the first time, it can make free use of a one-time credit of €25. This credit expires if not accessed within 30 days after the log-in.
2.2.2 In the case of certain previously defined deposit amounts, Chili Entertainment GmbH awards bonuses in addition to the amount deposited. These are automatically credited and cannot be paid out.
2.2.3 In the absence of written agreement to another effect, the advertiser itself is responsible for adapting, modifying, and overseeing offers. Expressly ruled out is the right to claim refunds on account of excessive spending or incorrectly placed bids.
2.2.4 The advertiser is likewise itself responsible only to bid as high as its own planning would warrant.
2.2.5 Should the advertiser direct a campaign itself, it shall be itself responsible for the correct use of the optimization tools, such as CPA sorting, and other aids.
2.2.6 Advertisers are prohibited from contacting another advertiser for the purpose of bypassing the bidding system of the ad2games.com platform.
2.2.7 Bonus credits are in no event available for pay-out, but can only be used to place bids in the system.
3. Remuneration
3.1 The publisher shall receive from Chili Entertainment GmbH 60% (rounding discrepancies may occur) of the bid placed by the respective advertiser, for the respective banner distributed. Chili Entertainment GmbH retains 40% by way of remuneration.
3.2 Pay-out of a requested amount shall take place within 30 working days via the publisher’s chosen means of payment.
3.3 The publisher can at any time convert its credits in the ad2games system to advertising credits, in order to have its own banners distributed. For this type of conversion, the publisher shall receive a 20% bonus on top of its credit balance, which, however, may only be used towards its own bids, and which may not be paid out.
3.4 All advertisers with account credit in excess of €50 can have that amount paid out to them. Payment of sales tax is only made if, prior to the request for payment, proof of entitlement to input tax deduction is provided.
3.5 An amount less than €50 can only be paid out by simultaneously canceling the contractual relationship.
3.6 Entitlement to payment expires regularly.
4. Data protection
4.1 Chili Entertainment GmbH pledges comprehensive data protection and provides at all times transparency concerning the data collected on an advertiser or a publisher.
4.2 The publisher agrees to provide advertisers with access to delivery figures, click figures, and other advertising-related data, which are also reported.
4.3 The publisher and the advertiser agree furthermore that the usage and load data of the ad2games.com system shall be used in anonymous form in conformity with the requirements of the BDSG (German data protection law), for purposes of marketing and further customer acquisition.
4.4 Advertisers are in turn obliged not to disclose data concerning usage behavior, load and performance capacity, and individual publishers of the ad2games.com system to third parties.
5. Liability
5.1 The publisher pledges that, in connection with the web-pages/services, on which ad2games advertising media are used, the rules cited above are adhered to and, in particular, that the rights of third parties are not violated. The publisher shall hold Chili Entertainment GmbH free and harmless from any third party claims against it, in particular, but not limited to, those deriving from interference liability. This also entails the obligation to completely spare Chili Entertainment GmbH any legal defense costs (e.g. court costs or lawyer fees). The publisher is in these cases also liable for possible claims on the part of advertisers, which result from advertising campaigns not being able to be duly completed.
5.2 The Advertiser pledges that the advertising media used in the context of ad2games.com do not violate any rights of third parties. It holds Chili Entertainment GmbH free and harmless for any claims on the part of third parties or publishers, which might arise from the use of such banners.
5.3 Chili Entertainment GmbH guarantees a 99% availability of the service. Chili Entertainment GmbH is not liable for short-term downtime of the delivery platform for technical reasons, nor for incorrectly used advertising media (such as a click-tag not working). The publisher is obliged to notify Chili Entertainment GmbH of any errors; the latter shall rectify the error within 24 hours and terminate the delivery of the defective advertising medium as quickly as possible.
Chili Entertainment GmbH is concerned with constantly optimizing the security of the system; it does not, however, accept liability for a web page or coupled system being free of viruses or other damaging components. Chili Entertainment GmbH is not liable for the fulfillment of the contractual obligations of an advertiser; nor is it liable for a certain load level of the advertising spaces of publishers, nor for damages arising on account of force majeure or technical problems that fall under the responsibility of other concerns. Chili Entertainment GmbH is likewise not liable for referred customers who register leads in the system without becoming permanent users of the advertised system/web-page. All exemptions from liability are invalid in the event of malicious intent or gross negligence on the part of Chili Entertainment GmbH. In all cases, the liability of Chili Entertainment GmbH is limited to damages caused in a typical way. 5.4 The advertiser is itself responsible for its advertising only being delivered on web-pages that do not violate the applicable laws. The advertiser is to regularly ensure that the contents of the services offered in the system are not changed and do not violate the applicable laws. In the event of the violation of the rights of third parties through the advertiser’s accepting interference liability, the advertiser shall not make any indemnification claims upon Chili Entertainment GmbH, the latter being only the agent between advertiser and publisher, unless the interference liability of the advertiser is made possible on account of the expressed choice or recommendation of a publisher by Chili Entertainment GmbH, or by other, malicious or grossly negligent behavior on the part of Chili Entertainment GmbH.
6. Immediate right to cancellation and extension of pay-out period
6.1 Should the publisher violate one of the rules cited under “Publishers” above or any other provision in these General Business Terms and Conditions, ad2games.com is immediately entitled to cancellation. Should a violation of one of the rules cited under “Publishers” be demonstrable and provable by statistical and technical means, Chili Entertainment GmbH is entitled to delay pay-out of possibly requested credit balances for a period no longer than 60 days. Should a violation be demonstrable and provable, the Contractual Partner is not entitled to the amount earned during the time period of the violation, and that amount is void.
6.2 Chili Entertainment GmbH can also demand to be reimbursed for amounts already paid out that were generated during the time period of a violation, for a period of up to 3 months after having made the pay-out.
6.3 The credit balance subtracted from advertiser accounts during the time period of a violation shall be re-credited to the advertiser. The publisher is obliged to reimburse Chili Entertainment GmbH for any revenues lost on account of the violation.
7. Modifications
These general terms and conditions can be modified at any time and enter into effect after 7 days have elapsed since the announcement of the modification. During that time, the Contractual Partner is entitled to extraordinary cancellation, which also entitles it to pay-out of an amount less than €50.
8. Sundry
8.1 Additional agreements or individual modifications of these General Terms and Conditions with individual contractual partners are to be made in written form. Chili Entertainment GmbH may itself choose some other form of modification.
8.2 Chili Entertainment GmbH is entitled to transfer the provision of services or parts of them to third-party service providers or subcontractors to be independently carried out.
8.3 Chili Entertainment GmbH is entitled to deactivate access to the platform and to notify the advertiser of such, if the latter has not used the system during a period of 45 days. Any still outstanding initial credit balance expires in such a case.
8.4 A publisher is obliged, upon cancellation, to remove all ad2games.com advertisement codes from all web-pages. Once the cancellation enters into effect no more remunerations shall be paid, even if the publisher fails to remove the respective advertisement codes from the web-pages.
8.5 A publisher whose account has been deactivated is not entitled to log-in again to the ad2games.com platform. A publisher credit balance achieved with such an account is void and may not be paid out.
8.5 The place of execution for all disputes arising from or in the context of this contract is Karlsruhe, Germany for both parties, to the extent that such is legally applicable. Only German law is applicable.
8.6 Should one or more conditions be invalid, or become so, then all other contractual conditions are to remain unaffected by it or them. The ineffective conditions are to be replaced by the appropriate provisions that most approximate the intentions of the contractual partners.
General Terms and Conditions as of 18 November 2008
