Terms of use

(Valid from 01.10.2023; the German versions of the regulations apply in each case. The translated versions are for simplification only).

initiation

AdValue Group GmbH, Landsberger Str. 110, 80339 Munich, (hereinafter “AdValue Group”) offers cloud-based marketing platforms (hereinafter “platforms”) on which customers can book and use marketing services. The services offered are aimed at commercial online retailers or other businesses. “Customer” is hereinafter referred to as the trader who uses the services of AdValue Group.

§ 1 Subject of the terms and conditions

1. These general terms and conditions (hereinafter “GTC”) govern the use of the platforms and the services offered on them.

2. To provide the services, AdValue Group works with advertising platforms, data providers and other cooperation partners (individually and jointly, each “partner”). A list of these partners can be obtained from AdValue Group. AdValue Group can change this list at any time. These terms and conditions also apply to services provided by AdValue Group together with other cooperation partners that are not expressly mentioned in the list.

3. Customers use the platforms exclusively in accordance with these terms and conditions. The customer's terms and conditions do not apply. This applies even if AdValue Group does not expressly contradict the customer's terms and conditions.

4. The customer assures that the assignment is carried out only as an entrepreneur within the meaning of Section 14 BGB, i.e. as part of the exercise of his commercial or independent professional activity.

§ 2 Subject matter of the contract; services

1. AdValue Group provides platforms to support clients' online marketing. Examples of applications include increasing the online reach of a website, acquiring new customers, optimizing advertising campaigns, price adjustments, generating market data and/or increasing online sales figures.

2. The subject of this contract is the use of the platforms for the purpose of using the services specified in paragraph 1 by the customer.

3. The platforms are server-supported and interact with partners via the API interfaces.

4. The marketing services offered are provided on the basis of software developed specifically for this purpose.

5. The software remains exclusively owned by AdValue Group. The customer may use them in accordance with the chosen pricing model, exclusively in accordance with the provisions set out in these terms and conditions and only on websites operated by AdValue Group.

6. The customer's registration on one of the platforms is a prerequisite for use. When registering, a customer account is created, into which the customer can log in by entering an email address and a password. The password must be kept secret from third parties. The customer's email address provided during registration is used for communication as part of the execution of the contract, unless otherwise specified in the cooperation agreement.

7. In order to use the platforms, it is necessary to link the platforms with the customer accounts that customers maintain with partners. A link is made exclusively at the instigation of the customer. This can be done online or via email. Technical access to partners by AdValue Group is usually via an interface (API).

8. AdValue Group offers various pricing models, which include different benefits and services. The customer can view details of these marketing services and their conditions & prices online directly before completing the purchase (https://www.advalue-group.com/) or are regulated in a separate cooperation agreement.

9. AdValue Group provides its marketing services to the customer based on the information provided by the customer (hereinafter the “Information”). Such information is automatically read from the website or via interfaces. However, the customer can also provide this information in other ways, e.g. by e-mail.

10. AdValue Group assigns to the customer a simple, non-transferable right of use limited to the term of the contract for the purposes described in Section 2 (1). This entitles the customer — for their own purposes — to use the service on the platforms. Any changes within the scope of simple use are prohibited.

11. The customer is entitled to transfer the contractual services to a third party (e.g. an advertiser) in part or in full, for payment or free of charge, taking into account § 2 and within the scope of the right of use granted in § 2 para. 10, or to create corresponding accounts for this third party. In such cases, the customer always remains the contractual partner and debtor of AdValue Group's compensation claims. There is no direct contractual relationship with the third party.

12. The customer remains the owner of all rights, in particular all copyrights, to the information and data collected by him for the services. As part of its services, it allows AdValue Group to use the information and data, including the right to reproduce and transfer information and data as part of the services to third parties.

§ 3 Delivery, cooperation, testing and other obligations of the customer; indemnification for violations of rights due to content provided

1. The customer provides the information necessary to use the platforms. The customer is obliged to carefully check the information provided by him under this contract in advance for infringement of industrial property rights (e.g. trademarks) and other rights of third parties. At the request of AdValue Group, the customer must provide evidence of a corresponding permit and/or license for the trademarks and other property rights used by him.

2. With regard to the information provided by the customer, the customer releases AdValue Group from all disadvantages and claims arising from its use as part of the purpose of the contract. The customer bears full responsibility and liability for the content of the information provided by him in accordance with § 2 as part of the purpose of the contract. He indemnifies AdValue Group from any competition, copyright, naming and/or trademark law and/or other claims by third parties based on a breach by the customer of this provision or of other obligations under these terms and conditions. The same applies in the case of advertising, marketing, offering, selling, renting and/or renting illegal products.

3. The customer is responsible for the accuracy and timeliness of the information provided by the customer and the exemption in accordance with the previous paragraph also applies to any claims and disadvantages due to inaccuracy or lack of timeliness of the information.

4. The customer grants AdValue Group the right to use the information provided by him in anonymous form for statistical purposes. In particular, this includes the unrestricted right to use the information provided to optimize the algorithm or to improve the success estimates.

5. The customer undertakes to use all services exclusively as intended. The customer is prohibited from manipulating the platforms, in particular from using mechanisms or other scripts in connection with the platforms, which could interfere with the functioning of the services of the platforms. The customer may not take any action that could result in an unreasonable or excessive load on the platforms. Use of the services together with third-party software is prohibited. The prerequisite for such measures is always that AdValue Group has agreed to them in writing beforehand.

§ 4 Contract period and termination

1. A contract between AdValue Group and the customer is concluded with an electronic order placement on the platforms or the conclusion of a cooperation agreement. The order is considered to have been placed as soon as AdValue Group has sent the customer a confirmation email after completion of the order process or the cooperation agreement has been signed by both parties. The contract is concluded for an indefinite period, unless another period has been agreed in the contract.

2. AdValue Group and the customer are entitled to cancel the contract for good cause at any time without notice. There is an important reason for AdValue Group in particular when

1. the customer is in arrears with payments due for more than 10 working days after receipt of the payment reminder or reminder

2. the customer has violated essential provisions of these terms and conditions (§5) or other legal provisions and has not remedied the situation within a reasonable period of time despite a warning. There is no need for a warning if it does not promise success or if the infringement is so serious that it is not reasonable for the provider to stick to the contract.

3. AdValue Group reserves the right to cancel immediately if customers violate the provisions of §5. In this case, benefits paid in advance for outstanding benefit periods will be repaid pro rata. Any cancellation by AdValue Group vis-à-vis the customer will be sent to the email address of the customer's AdValue Group customer account.

4. If the order was triggered on the platforms, the customer will cancel the order vis-à-vis AdValue Group in the customer account of the customer. In all other cases, cancellation is made electronically to info@advalue-group.com

5. In the event of ordinary termination, AdValue Group undertakes to provide the customer with all contract and customer data stored with it as well as all access to the platforms until the end of the term.

6. After termination and, if applicable, expiry of the notice period, AdValue Group will suspend the cancelled service for the customer. Upon termination of the contract, the customer loses his right to use the service in question and ceases to use it. The customer is responsible for securing his data in good time in advance and — without prejudice to mandatory legal claims — has no right to release the data collected by him after termination of the contract.

7. The customer undertakes to remove all tracking pixels and tracking codes independently and without request after the end of the contract within 14 days. If the customer does not comply with this obligation within 14 days, AdValue Group reserves the right to continue to charge the customer for any costs incurred without prior notice.

8. The customer will immediately inform AdValue Group if:

1. the opening of insolvency proceedings has been requested by the customer or must be filed for within the next 14 days,

2. the opening of insolvency proceedings has been requested by third parties,

3. the customer has stopped or must stop payments (in whole or in part) due to payment difficulties,

4. measures have been taken against the customer in connection with payment difficulties to satisfy third-party liability claims, or

5. the customer has agreed to agreements to satisfy third-party liability claims in connection with payment difficulties.

9. If the customer breaches its obligations under this contract, AdValue Group is entitled, after prior notice, to block the customer's access and withhold services under this contract. In the event of serious breaches of duty, such as late payment, manipulation of services, discontinuation of illegal content, etc., AdValue Group is entitled to immediately block access.

§ 5 Infringing, dangerous or immoral advertising or other misuse; right of rejection and termination; contractual penalty

1. The products or services to be advertised to the customer in accordance with the order — or advertising for them — must not violate legal provisions (e.g. youth protection or criminal laws) or the rights of third parties, be immoral, endanger human and animal health, or be racist or seditious. You (or the advertisement for it) must also not insult minorities or otherwise violate good taste in any way. Furthermore, advertising for the products or services must not constitute a violation of the terms and conditions of the advertising platforms. The advertising of substances, services or other services, products and/or materials whose advertising, marketing, offering, sale, rental and/or rental is illegal, prohibited or unethical is prohibited and can be deleted and, if necessary, reported for a fee. AdValue Group reserves the right to assert further compensation claims.

2. AdValue Group reserves the right not to use or remove information provided by the customer insofar as there is a violation of § 5 para. 1. The same applies if, in the opinion of AdValue Group, the content of the information could possibly be the subject of illegal, disparaging, defamatory, immoral statements or similar pictorial representations.

3. The customer releases AdValue Group from any third-party claims as well as possible fines and consequences of regulatory proceedings based on a breach by the customer of this § 5.

4. AdValue Group may refuse to provide its contractual services to the customer at any time and terminate current contracts without notice if there is a violation of § 5 para. 1 or § 5 para. 2 p. 2 or would exist when advertising was placed or the services are not feasible for technical reasons.

§ 6 Changes in services & changes to the terms and conditions

1. These terms and conditions may be amended insofar as this is necessary to adapt to developments which were unforeseeable at the time of conclusion of the contract and which AdValue Group did not initiate or cannot influence and whose failure to take into account would disturb the balance of the contractual relationship to a not insignificant extent and insofar as this does not affect essential provisions of the contractual relationship. Key regulations include those relating to the type and scope of the contractually agreed services and the duration, including the rules for termination. Furthermore, these terms and conditions may be amended insofar as this is necessary to eliminate not insignificant difficulties in the execution of the contract due to regulatory gaps arising after the conclusion of the contract. This may be the case in particular if the case law regarding the effectiveness of provisions of these terms and conditions changes, e.g. if a provision is declared invalid by the case law or if a change in law results in its invalidity.

2. The contractually agreed services may be changed if and insofar as this is necessary for valid reasons that could not be foreseen at the time of conclusion of the contract and the relationship of performance and consideration is not unreasonably changed to the customer's benefit. There is a valid reason if new technical developments make a change in performance necessary, as the service can no longer be provided in the previous contractually agreed form or if newly adopted or amended legal or other government requirements require a change in performance.

3. AdValue Group will notify the customer in text form of changes to these terms and conditions or the contractually agreed services in accordance with paragraphs 2 and 3 above at least four (4) weeks before they are planned to take effect. In the case of changes that are not exclusively in his favor, the customer has the right to object to the changes in text form (e.g. by letter or e-mail) up to the time they take effect. The customer will be specifically informed of this in the change notification.

4. In the event of changes and additions that are essential for compelling legal reasons, the customer's right of objection in accordance with this provision does not apply. In this case, the customer has the right to cancel by e-mail within two weeks of receipt of the announcement. If the customer objects in due time, the contract will be continued under the previously applicable conditions; in this case, AdValue Group reserves the right to duly terminate the contract as soon as possible.

5. Changes to the services of the advertising platforms may have a direct impact on the provision of services. AdValue Group has no influence on this. It is therefore up to the customer to regularly inform themselves about the current functioning of the advertising platforms.

§ 7 Invoice; terms of payment; direct debit

1. AdValue Group will invoice the customer for paid services. Unless another billing method has been agreed upon, invoices must be paid in advance using the payment method selected by the customer when booking.

2. The invoice is created electronically in PDF format and made available to the customer. The customer agrees to this type of invoicing in accordance with Section 14 of the Sales Tax Act. The provision of the electronic invoice for download via the customer account — beyond the resulting transmission of the invoice within the meaning of Section 14 of the Sales Tax Act — does not create any adverse legal consequences for the customer.

3. In the event of chargebacks or due to unjustified objection, AdValue Group charges a processing fee of 25.00 euros per affected invoice.

4. Offsetting by the customer against claims that have been disputed and have not been legally established is excluded. The exercise of retention rights by the customer is also excluded if these are based on other contractual relationships.

§ 8 No warranty

1. The availability and retrievability of advertisements and the unrestricted use of booked marketing services cannot be fully guaranteed. In particular, temporary disruptions when using partners are not uncommon. In addition, AdValue Group assumes no liability for customer access restrictions based on force majeure or other circumstances for which AdValue Group is not responsible and beyond its control.

2. AdValue Group only guarantees the usability of the platform as in

Section 2 described. The customer is aware that software cannot be created completely error-free. The software is therefore only guaranteed to be error-free to the extent usual in the market and industry.

3. AdValue Group and its partners are entitled to carry out maintenance work on servers and databases, which may result in short-term interruptions in marketing services. AdValue Group will keep operational disruptions, in particular data retrieval, as low as possible. This does not result in any compensation claims by the customer.

4. Indications of obvious inaccuracies in the advertisements placed for the customer must be made no later than 2 working days after the advertisement has been published. Otherwise, any resulting claims expire.

5. AdValue Group does not guarantee or guarantee the effective results from the marketing services provided.

§ 9 Liability

1. AdValue Group is liable in the event of intent and gross negligence, in the context of product liability, the provision of guarantees and for damage resulting from injury to life, limb or health in accordance with statutory provisions.

2. Notwithstanding Section 9 (1), liability for slight negligence exists only for damage caused by the breach of so-called cardinal obligations and is limited to the damage typical of the contract that is foreseeable at the time of conclusion of the contract. The compensation obligation does not include the costs of recovering lost data. Cardinal obligations are obligations whose breach jeopardizes the purpose of the contract and/or whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the other party may regularly rely. The limitation to compensation for damage typical of the contract also applies to any subsequent damage caused by a defect.

3. In addition, liability on the part of AdValue Group is excluded. This also applies to damage caused by a legal representative or vicarious agent of AdValue Group. It is clarified that Section 9 (1) and (2) remain unaffected by this paragraph.

§ 10 Competition and advertising

AdValue Group and the customer agree to keep the technical and economic details of their cooperation confidential as a matter of principle.

AdValue Group and the customer are allowed, until further notice by one party, to report in general customer information, brochures, presentations, etc. that there is a service relationship between the parties or with agencies an activity for their end customers. The parties will provide company logos for reference purposes upon request.

§ 11 Data protection

1. Compliance with data protection regulations is of particular importance to AdValue Group. In addition to AdValue Group's privacy policy (see: https://www.advalue-group.com/company/datenschutz), the following regulations apply.

2. AdValue Group will process personal data from the customer's inventory and from its user base to fulfill and execute the contract with the customer and otherwise only to the extent permitted in accordance with applicable data protection regulations (in particular the EU General Data Protection Regulation and the Federal Data Protection Act). AdValue Group is entitled to use data generated when the user uses the services, such as collected tracking/tag information and statistics, in an anonymized manner.

3. The customer is obliged to comply with all data protection regulations applicable to him (in particular the EU General Data Protection Regulation and the Federal Data Protection Act).

4. Should AdValue Group be claimed by the customer due to breaches of data protection regulations or the personal rights of third parties, or should AdValue Group incur any other damage as a result, the customer will indemnify and hold AdValue Group harmless from all related claims of any kind, including reasonable costs of legal defense (e.g. court and attorney fees), provided that the customer is responsible for the injury/damage.

§ 11 Final Provisions

1. German law applies to the contract to the exclusion of the UN sales law.

2. The place of jurisdiction is Munich.

3. Should a provision or part of a provision of this contract be or become invalid, the validity of the remaining contract shall not be affected. The contracting parties agree to replace the ineffective provision with one that economically corresponds to the purpose of the contract.

4. AdValue Group is to transfer the contractual relationship existing with the customer to one with it within the meaning of Sections 15ff. Aktiengesetz is entitled to affiliated companies; the option of termination in accordance with § 5 of these terms and conditions remains unaffected.

§ 12 Additions

In addition, where applicable, the current terms and conditions, advertising guidelines and other guidelines of the partners apply, with the proviso that the obligations of the user towards the partners described therein describe the customer's obligations towards AdValue Group. In the event of contradictions or ambiguities, these terms and conditions of AdValue Group take precedence over the terms and conditions for the partners.

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