ADS Projects L.P. (hereinafter “the Company”) operates and manages a network on the internet allowing providers to advertise their goods and services, particularly by means of affiliate marketing (“Profit Pixels Network”).
The participants in the Profit Pixels Network are Advertisers, Publishers and the Company itself.
The Advertisers market and advertise their goods and services using advertising media such as banners, product data, text-links, e-mails and videos (“Ad Media”).
The Publishers incorporate or embed the Ad Media into their homepage, website or e-mail (“Advertising Space”). For any advertising leading to a successful transaction, the Company shall pay to the Publisher remuneration in a previously specified amount (“Commissions”).
1. Conclusion of the Agreement
1.1. To participate in the Profit Pixels Network, Publishers must register on Company’s website www.profitpixels.com. After the registration, the Publishers may apply for the Advertisers’ partner programs for admission to display their Ad Media on the Publishers’ Advertising Space.
1.2. Legal entities or private individuals over 18 years of age may register as Publishers. The Company reserves the right to verify the Publishers’ personal data. Registration with the Profit Pixels Network is not transferable.
1.3. By completing the registration form and accepting the present Terms and Conditions for Publishers, the Publishers submit an offer to conclude an agreement for their participation in the Profit Pixels Network.
1.4. If the Company accepts the offer, it will confirm this by e-mail. The Company reserves the right to refuse an offer without citing any reasons for its refusal; in such case, the data transmitted with the registration form will be deleted without delay.
1.5. Access to the Profit Pixels Network will be gained by clicking the activation link in the confirmation email and entering the access data. The interface for registered members (“ Profit Pixels Interface”) will provide the Publishers with an overview of the Advertisers’ partner programs that are open at that time for their participation. Using the Profit Pixels Interface, Publishers can review and alter their personal data and information and cancel their participation as a whole in the Profit Pixels Network.
2. Subject of the Agreement
2.1. The Company operates and manages the Profit Pixels Network. Participants in the Profit Pixels Network are Publishers, Advertisers and the Company itself. Publishers are individuals or legal entities providing space on their homepages or websites or in their e-mail, etc. to Advertisers for the purpose of marketing the goods and services offered by the Advertisers (“Advertising Space”); Publishers can also be operators of networks with their own Publishers (“Sub-Publishers”). Advertisers are individuals or legal entities who market or advertise their goods and services via the Company by means of “partner programs” using Ad Media such as banners, product data, text-links, e-mails, videos, or through search engine marketing.
2.2. Publishers participate in the partner programs and incorporate the Advertisers’ Ad Media into their Advertising Space. Whenever third parties, such as end consumers, click on the Ad Media and this subsequently results in a business transaction with the Advertiser (as defined in detail in the partner program), the Publisher will receive remuneration for providing the Advertising Space which has successfully connected the end consumers to the Advertiser (“Commission”). In this context, business transactions establish the entitlement to receive a Commission. A business transaction is e.g. the purchase of goods or a request for services (“Sale”), but it may also be defined as clicking on or viewing Ad Media, or registering on a website, subscribing to a newsletter (“Lead”), sending an e-mail or such like. Business transactions that are subject to remuneration are defined in greater detail in the individual program specifications. It is also possible to remunerate combinations of Clicks, Views, Leads and/or Sales.
2.3. The Company monitors and records the business transactions concluded (“Tracking”); it provides the Publishers with tracking data and credits the Commissions to the Publisher Accounts. Only the Tracking by the Company is decisive for the identification of successful business transactions and for the calculation of the resulting remuneration.
2.4. The registration with and the participation in the Profit Pixels Network is free of any charge.
2.5. Using the Profit Pixels Interface, Publishers can control their advertising activities, in particular, they are able to select Ad Media and embed / incorporate them into their Advertising Space. The available applications are shown on the Profit Pixels Interface.
2.6. The Company endeavors to continuously develop and improve the Profit Pixels Network. In the course of such development, the Company may enhance, expand or slightly modify individual applications. This includes to discontinue functionalities or other features of the services.
3. Participation in Partner Programs
3.1. All advertising spaces complying with this public contract and authorized by the Company moderators are allowed to participate in the partner network. Social network and search engine traffic is also allowed. All advertising spaces suggested for partnership by the publisher shall be pre-moderated by Company’s staff.
3.2. Advertising spaces shall be excluded at once if they force the visitors to complete transactions such as forced clicks, forced sending of paid text messages, and other similar methods. Advertising spaces in the development stage and that buy traffic in active advertising systems, buxes and other similar systems are also prohibited.
3.3. In submitting their application for a partner program, Publishers accept any additional conditions for participation, which are displayed in the context of each program. These conditions will become an integral part of this contract.
3.4. The Advertisers may accept or reject the Publishers’ applications at their own discretion. Publishers are not entitled to being admitted as participants; nor can they derive any claims from non-admission.
3.5. During the term of this contract, the Publisher must not circumvent the Company by concluding contracts or entering contractual negotiations with the Advertisers of the Profit Pixels Network that cover the subject matter of this contract or services alike.
3.6. The Company reserves the right to request data on the source of traffic and demand access to the statistics of an advertising space. In this case, the publisher shall submit the requested data within fourteen (14) days, otherwise the Company reserves the right to cease advertisement broadcasting on the partner site and/or take additional measures to protect the interests of the Advertiser advertising in the Publisher’s space.
4. Duties of the Publisher
4.1. By registering with Profit Pixels Network:
4.1.1. The Publisher warrants, that the data provided at registration is correct and complete. Should the data provided at registration change at any time after registration, the Publisher must change his profile stored on the Profit Pixels Interface.
4.1.2. Parties subject to turnover tax are under obligation to submit to the Company, as part of the contact details, their tax payer identification number issued by their local tax authority or the VAT identification number.
4.1.3. The Publisher undertakes to keep the access data selected at registration (e-mail address and password) confidential, not to communicate such data to third parties and to keep such data away from third parties. No third party must be enabled to use the access data. Publishers who have reason to assume that third parties have become aware of their access data must inform the Company without delay in writing Support.
4.2. Displaying Advertisements on Advertising Spaces:
4.2.1. Publishers must hold the required rights of the Advertising Space.
4.2.2. By applying to a partner program and incorporating the advertisement into their Advertising Space, Publishers warrant that their Advertising Space and the advertising activities as a whole:
(a) Do not infringe any rights of third-parties (in particular, without limitation, copyrights, trademark rights, personal rights or similar rights).
(b) Do not violate any other provisions of the law (in particular competition law), do not endanger the democratic constitution, do not glorify violence, are not racist, pornographic or liable to corrupt youth, or unfit to be made generally accessible.
4.2.3. The Publisher must respect the prohibition of unsolicited advertisement (“Spam”) when sending e-mails containing Ad Media. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails; should the Company so request, Publishers must provide written evidence of such consent has been granted.
4.3. Advertising Activities in General.
The Publisher must not use keywords containing legally protected terms such as, in particular, trademarks of the Advertiser or of the Advertiser’s competitors (“brand bidding”), unless the respective Advertiser has expressed his permission.
4.4. Technical Intrusion into the Profit Pixels Network.
The Publisher hereby undertakes to refrain from attacks of any kind on the Profit Pixels Network. Attacks are, without limitation, defined in particular as attempts made to overcome or circumvent the security mechanisms of the Profit Pixels Network or to otherwise incapacitate them, using computer programs enabling automatic data readouts, as well as using and/or circulating viruses, worms, Trojans, brute force attacks, spam or using other links, programs or procedures that are suited to damage the Profit Pixels Network or individual participants in the Profit Pixels Network.
4.5. The Publisher may have only one account.
One account is created per private individual or legal entity. If a private individual is on the staff of a legal entity or works for a legal entity that has an account in the the Company partner network, that individual is herewith prohibited to create a personal account to perform his/her duties for the legal entity.
Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law, these Terms and Conditions for Publishers or the principle of the Profit Pixels Network, is prohibited.
5.1. In particular, Publishers are prohibited from attempting to obtain Commissions by procuring business transactions themselves or through a third person using the Ad Media, tracking links and/or other technical aids provided to them in the context of the Profit Pixels Network using one or several of the following methods:
5.1.1. Fraudulently pretending or faking business transactions, for example by entering third party data without authorization, or by providing false or non-existing data when ordering goods or registering online;
5.1.2. Using advertising methods that make it possible to register a paid activity but force the visitor to perform such actions by means of deception, blackmail, and any other actions infringing the freedom of choice of the visitors.
5.1.3. Using data of an advertiser or a third party protected by a registered trademark, copyright, and other legally registered proprietor rights in any type of advertising without the written permission of these rights holders. The Company reserves the right to demand such written permission to be presented within five (5) calendar days.
5.1.4. Using advertising materials, including the brand, of one advertiser to promote the site of another advertiser.
5.1.5. Using any technologies or types of cookie stuffing (cookie dropping). Use of scripts adding cookies to the sites that have not been visited or viewed by the User is prohibited. It is prohibited to delete, rearrange, and replace the User’s cookies with any other cookies, which do not belong to the sites viewed by the User, including cookie replacement with the help of popups, iframes, and inserting a third party page address as a picture on the existing site.
5.1.6. It is prohibited to register and/or use domains similar to advertisers’ domains for promotion.
5.2. Any form of misuse will lead to the blocking of the Publishers’ accounts immediately. All earnings gained via such violations shall be transferred to the advertiser. In this case Publishers may raise an objection within a month in order to provide a statement and evidence that the chosen form of advertising has been in accordance with these Terms and Conditions. It is prohibited to create a second account after the first one is blocked.
5.3. The above-mentioned violations entail a €500 fine to be paid by the Publisher. In case violations of these Rules by the Publisher cause any third party to initiate administrative or any other legal prosecution against the Company, the guilty party (i. e. the Publisher) shall fully cover all claim costs (legal expenses) and any other related expenses.
Publishers will receive performance-related remuneration (“Commissions”).
6.1. The amount of the Commissions in each individual case, and the type of business transactions entitling to the payment of Commissions, shall depend on the respective Advertiser’s partner program. The Advertiser may modify the conditions of the partner program or terminate the entire program with effect for the future. Publishers shall not demand a program being operated at all or at certain conditions. The conditions of the partner program can be viewed in the Profit Pixels Interface. Applying to participate in the program, you acknowledge that you agree with the applicable rates.
6.2. Except for the established remuneration due, the Publisher is not entitled to compensation of any costs related to the use of third party services or software that is not provided by the Company partner network even if these costs are related to its advertising activity within the Company partner network.
6.3. The entitlement to payment of the Commissions is constituted by the following premises:
6.3.1. A business transaction between a customer and an Advertiser has been effected via the Advertising Space;
6.3.2. The business transaction has been tracked by the Company;
6.3.3. The transaction has been approved by the Advertiser and has been confirmed by the Company and;
6.3.4. There has been no misuse within the meaning of Clause 5 of these Terms and Conditions for Publishers.
6.4. The Company only provides remuneration based on requests that were duly submitted by the established payment deadline.
6.5. The Company maintains an internal settlement account for any publisher where it records all remuneration operations. The minimum amount of remuneration provided is $500 (or an equivalent amount in another currency). When this minimum amount has accumulated on the account, the Publisher may apply to receive the payment on its Dashboard, and the Company will transfer the amount to the account predefined by the Publisher. If the Publisher does not apply for payment, the remuneration accumulates on its account and may be withdrawn on any other payment date.
6.6. Regardless of the payment date, no interest is awarded on the amount of remuneration on the Publisher’s account in the Company partner network.
6.7. Intrasystem currency exchange is not supported. Each currency has its own balance and own minimum withdrawal amount.
7. Term of Agreement and Termination
7.1. The agreement on participation in the Profit Pixels Network is concluded for an indefinite term. The parties may terminate the agreement at any time; the Publisher may terminate the agreement by using the “delete account” link in the Profit Pixels Interface.
7.2. If the Publisher has any unpaid amounts on its account in the Dashboard, it will be transferred to its predefined account on the next payment date.
7.3. All the transactions completed by the time of termination of agreement will be processed on a routine basis. Any remuneration due will be provided in accordance with clause 7.2.
7.4. Once participation in the Profit Pixels Network has been terminated, the data record stored at registration will be deleted completely upon expiry of the statutory obligation to keep records in safe custody.
7.5. Should termination of the agreement be caused by violation of the Rules by the Publisher, the latter shall pay the fine specified in clause 5.3 of these Rules.
8. Data Protection
8.1 Protecting personal data is very important to the Company — nevertheless, collecting, processing and using such data is indispensable for operating the Profit Pixels Network. The Company will collect, process and use personal data exclusively in compliance with the applicable statutory provisions governing the protection of data.
8.2 The Company is entitled to collect and use personal data as is necessary in order to enable participation in the Profit Pixels Network.
8.2.1 The Company will particularly collect, process and use data requested at registration as well as data accruing in the course of participation in the Network.
8.2.2 The Company will use the contact data also to contact Publishers by e-mail in connection with their participation in the Profit Pixels Network. Receipt of so-called provider news — e-mails from the operator of the program — can be deactivated in the Profit Pixels Interface. However, the Company recommends that the receipt function should be activated since such provider news may contain important information, e.g. changes in remuneration.
8.2.3 Critical system messages are sent regardless of webmaster settings. This is due to the high importance of these messages. The Company determines the criticality of these messages at its own discretion.
8.3 The personal data will be used and processed for purposes other than those referred to under Clause 8.2 only if the Publishers have expressly agreed to this being done, or if a statutory provision allows the Company such use.
8.4. The Company will not collect and (or) process the personal data of Publisher’s clients and other end-users who may click through to Publisher’s Advertising Space following the Ad Media. The Publishers bear ultimate responsibility for storing and processing of personal data of these persons.
9. Rights of Use
9.1. The information and the data obtained in the course of participation in the Profit Pixels Network may only be used in connection with the Profit Pixels Network. Forwarding such information or data to third parties and using them for any other purposes is prohibited.
9.2. The Profit Pixels Network and its applications are protected under copyright law and other statutory provisions.
9.3. The Company hereby grants to the Publishers the revocable, non-exclusive, non-transferable right to use the Profit Pixels Network applications as well as the data contained therein, provided that this use complies with the stipulations of the law and takes place exclusively within the context of participating in the Profit Pixels Network. In case of a termination of this Agreement — regardless the reason — the right of use set forth above will be revoked.
9.4. Publishers will not be granted any further rights of use. In particular, Publishers are not entitled to transmit the applications or the data contained therein to third parties, nor are they entitled to allow third parties to access such applications or data, nor may they modify or otherwise process such applications or data, incorporate them into another work, or use them in order to create data bases and/or information services of their own.
9.5. In case of violation of these Rules, the Company reserves the right to use other legal measures besides termination of the agreement. In case violations of these Rules by the Publisher cause any third party to initiate administrative or any other legal prosecution against the Company, the guilty party (i.e. the Publisher) shall fully cover all claim costs and any other related expenses.
10. Liability and Limitation of Liability
10.1. The Company shall not be held liable for the content of websites of third-parties, nor shall it be liable for any damages or other failures resulting from any defects of the participants’ software or hardware or their incompatibility with the Company system; the Company shall also not be liable for damages resulting from the fact that the Internet was not available or malfunctioning.
10.2. Apart from that, the Company shall be held liable only under the following circumstances, regardless of the legal grounds:
10.2.1. If one of its legal representatives or executives or other vicarious agents has acted intentionally or grossly negligently;
10.2.2. In the event of any culpable breach of an essential contractual duty of delayed performance or the impossibility of performance, in each case based on the respective merits. The expression “essential contractual duty” describes a duty in the abstract, the fulfillment of which is an essential pre-requisite for the due implementation of the agreement, and that is a duty on whose fulfillment the respective other party can rely as a general rule.
10.3. The material liability under clause 10.2 is limited to compensating the real damage to be established by the parties or by a court decision.
10.4. The above limitations of liability do not apply to cases of mandatory statutory liability, in particular liability under product liability law, liability for a guarantee that has been assumed, and liability for intentional or negligent injury to life, limb or health.
10.5. The goods and services offered are not provided at the request of a physical person or an enterprise employing WebMoney Transfer. We are an independent entity that renders services and establishes prices and quotes at its own discretion. The entities employing WebMoney Transfer do not receive any commission or other benefits for rendering the services and are not responsible for our activity. The certification procedure completed by WebMoney Transfer aims to assert our contact details and verify our identity. The procedure is completed at our request and does not mean that we are related to WebMoney sales in any way.
11. Modification of the Terms and Conditions for Publishers
11.1. The Company reserves the right to amend these provisions of the present Terms and Conditions for Publishers that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the agreement as a whole being restructured. The Company will communicate, by e-mail, the modified conditions at least two weeks prior to the effective date. Publishers who do not object in text form to the modification within four weeks after the receipt of the e-mail will be deemed to have accepted the respective modification. The Company will specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.
11.2. If the Publisher objects to the new (modified) Terms and Conditions for Publishers, the Company’s request to so modify them will be deemed to have been rejected. The agreement will then be continued without the proposed modification. The right of the parties to terminate their participation in the Profit Pixels Network remains unaffected hereby. The possibility of terminating the agreement will also be indicated specifically.
12. Final Provisions
12.1. The utilization of the Profit Pixels Network and its applications requires the use of special technical systems such as end user devices, software programs, transmission networks, telecommunications and other services provided by third parties, all of which may entail further costs. The Company does not provide such end user devices, software programs, communication channels, telecommunications services or other services and therefore will not assume any liability for such services provided by third parties.
12.2. The rights and duties under the present agreement may only be transferred with the prior written consent of the Company.
12.3. The present agreement does not establish a the Company, it does not authorize either of the parties to make any legally binding declarations on behalf of both parties together, or on behalf of the respective other party, nor does it authorize them to place the respective other party under any obligation or to represent it in any other way.
12.4. These Terms and Conditions for Publishers and the contractual relationship with the Publisher shall be governed exclusively by the laws of England and Wales.
12.5. Should any individual provision of these Terms and Conditions be of no effect, as a whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision will be deemed replaced by that provision that is legally effective and comes closest, in the usual understanding, to the economic intent and purpose of the invalid provision. The same applies to any unintentional omission.