Terms for publishers (Germany)

Takeads GmbH (hereinafter “Takeads”), registered at Heinz-Nixdorf-Str 6, 74172 Neckarsulm, Germany, manages Takeads at https://takeads.com/ and provides Publishers with the opportunity to work with Takeads Affiliate Networks, Brands, Merchants’ Advertising Programs. To use Takeads, the Publisher agrees to unconditionally comply with these Terms of Use (hereinafter the “Terms”).

The participants of Takeads are Affiliate Networks, Brands, Merchants, Publishers, and Takeads.

Affiliate Networks, Brands and Merchants (hereinafter the “Partners”) are entities that define the terms of Advertising Programs and provide opportunities for advertising their goods and services through Takeads Solutions via product links for recommendations (“Referral Links”). 

Advertising Programs – A Campaign / Offer created by the Affiliate Networks, Brands and Merchants to promote a specific product and/or service.

Publishers are entities that use Takeads Solutions on specified Ad Spaces.

Ad Spaces is the area used by Publishers for online advertisements. It can also be forums, blogs, extension, search engine, technical solution, browsers and others.

Takeads is an online platform at the domain takeads.com, which enables Publishers to use Takeads Solutions for creating and publishing on their websites advertising materials such as, but not limited to, Referral Links, as well as publishing them on their Ad Spaces. These product links can be clicked on and used by interested parties to obtain product information and make purchases.

Takeads Solutions are various Takeads products developed for specific types of Publishers that said Publishers can use to monetize their content and user behavior with provided Ad Spaces.

1. General Provisions

1.1. In order to use Takeads Solutions, Publishers must register on the website at the domain takeads.com. The registration is carried out using the Publisher’s email address, a self-created password, and a username.

1.2. By submitting the registration form, the Publisher acknowledges these Terms and accepts the Agreement (Offer) for their participation in Takeads.

1.3. Registration is available to persons aged 18 and up. 

1.4. These Terms are part of the contractual agreements between Takeads and Publishers.  These Terms regulate the use of the Solutions at the domain www.takeads.com and the use of other Solutions of Takeads.

1.5. Use of Takeads is always free of charge for Publishers. There is no obligation to use Takeads. Furthermore, every Publisher is free to decide at any time whether, when, and to what extent s/he wants to be active on Takeads or whether s/he wants to discontinue his/her activity.

1.6. A claim to participation in the Takeads platform’s services does not exist. Takeads reserves the right to exclude Publishers from use of the platform.

1.7.  Takeads reserves the right to set the compensation for incorrectly used Takeads Solutions to zero.

1.8. After completing the registration process and activating his/her account, the Publisher may use the Takeads Solutions. The Publisher may change the data provided upon registration in his/her account, except for his/her username.

1.9. These Terms shall prevail over any terms provided by the Publisher.

1.10. The Publisher’s participation in Takeads does not create any contract between the Publisher and any Partner.

2. The Subject of the Agreement

2.1. Takeads provides the ability to use and operate Takeads on the domain www.takeads.com. Takeads participants are Affiliate Networks, Brands, Merchants, Publishers, and Takeads. Publishers are individuals or legal entities that provide space for advertisements on their Ad Spaces.

2.2. Publishers shall use Takeads Solutions on their Ad Spaces. When a user arrives at the Partner’s website through Takeads Solutions via referral links placed on the Publisher’s Ad Space and performs a Target Action (possible actions include views, clicks, leads, purchases, or any other action defined in a given program).  If the Publisher’s actions lead to a user undertaking one of the actions above, the Publisher’s advertisement shall be considered successful, and the Publisher shall receive a pre-agreed reward. A “Target Action” means an action that gives the Publisher the right to receive the reward. This can include actions such as buying goods, ordering and/or purchasing services, registering, subscribing to newsletters, etc.

2.3. Takeads tracks and logs all Target Actions performed by users coming from each given Publisher, provides the Publisher with information to that effect, and calculates the amount of rewards. The Partner shall make the final decision on whether the Target Action was performed properly (including analysis of invalid or non-human traffic, brand bidding, and other traffic quality rules stated in this document). The Partner and Takeads shall determine whether a Target Action has occurred in compliance with the terms of the particular Advertising Program and Takeads Terms and Conditions.

Each payment to the Publisher shall be delivered only after receiving remuneration from the respective Partner concerning each respective action mentioned above. 

2.4. Takeads constantly develops and improves its services. To this end, Takeads reserves the right to temporarily suspend the provision of any services, in whole or in part, if doing so is necessary for the performance of maintenance works, improvement of the services’ functions, or change of the service(s) provided.

2.5. In order to use the Takeads Solutions, the use of certain technical means and software packages, telecommunication networks, and services of third-party organizations is required.  Subject to clause 11, Takeads shall not be liable for the resulting costs or any possible damages and/or interference.

2.6.  Takeads shall have the right to suspend payments to the Publisher in the event of an objective suspicion of a violation of these Terms, as well as to verify the Publisher’s specified data and/or the Publisher’s traffic quality.

3. Participation in Takeads’s Activities

3.1. All Ad Spaces that comply with applicable laws and regulations of these Terms and Takeads’s Privacy Policy and have been approved by Takeads moderators may participate in Takeads.

3.2. The Publisher must properly register an account on Takeads and agree to Takeads’ rules, including inputting all necessary company data into Takeads’ systems. Takeads shall not be held liable for any incorrectly entered data (including, but not limited to, the company’s tax ID, address, name, etc.). The Party entering the data shall be solely responsible for the correctness of data entered.  

The Publisher must provide Takeads with all information about his/her Ad Space.

Once the Ad Space is activated, the Publisher can use Takeads Solutions for his/her Ad Space.

Takeads reserves the right to deny the Publisher the ability to participate in Takeads if the Publisher has violated the Terms. 

3.3. Only Takeads shall make the decision to admit a Publisher to the partnership. The Publisher does not have a legal basis for obtaining such admission in the event of a decision to the contrary.

3.4. Takeads reserves the right to request data regarding the traffic source and access the statistics of the Ad Space while limiting the Publisher’s participation in Takeads. In this case, the Publisher must provide the requested data within 14 days. In the event of failure to do so, Takeads reserves the right to stop displaying advertisements on the Publisher’s Ad Space(s) and/or to take other measures to protect the interests of the Brands whose advertisements are displayed on the Publisher’s Ad Space(s).

3.5. Takeads shall have the right to request from the Publisher documents and data necessary (and if applicable) to confirm the validity of information about the Publisher, including but not limited to his/her name, date of birth, address, tax number, and banking details. By accepting these Terms, the Publisher agrees that s/he will consciously and with unequivocal consent provide data to Takeads. The Publisher’s refusal to provide data shall be considered a refusal to participate in Takeads.

3.6. A Publisher that agrees to participate in Takeads’ service(s) shall embed proper Takeads Solutions delivery codes as provided by the Takeads support team in compliance with delivered technology integration instructions and update them if such a request comes from a duly authorized Takeads representative. 

Takeads shall not be held responsible for any misconduct by the Publisher that has taken place during or after the code is installed. Liability for any such misconduct shall be solely that of the Publisher. 

4. Rights and Liabilities of the Publisher

4.1. The Publisher is obliged to strictly follow these Terms and to ensure that the data provided by him/her to Takeads by any means, including the registration form, are complete and true. If any of these data are changed, the Publisher shall, within 5 days from the date of the change, make the relevant changes in his/her personal account.

4.2. The Publisher undertakes to securely store his/her data (username and password) for access to Takeads and not allow the transfer thereof to third parties. The Publisher is solely responsible for the security of his/her username and password.

4.3. The Publisher must have the right(s) to conduct marketing activities on his/her specified Ad Space(s). The Publisher shall bear any and all legal and property liability for what happens on their Ad Space(s).

4.3.1. The Publisher shall provide to Takeads all traffic coming to the Takeads Systems, including, but not limited to, referral clicks (data on click/traffic source) for each individual user that was provided without referral information. Takeads shall be entitled not to treat such traffic as coming from a given Publisher. 

4.3.2. Each instance of referral information accompanying Publisher information must correspond to the Publisher’s Ad Space information (domain/subdomain) provided to Takeads by the Publisher upon registration. For each instance of traffic provided with non-corresponding information, Takeads shall not be obliged to treat such traffic as coming from a given Publisher. 

4.4. When using Takeads Solutions on an Ad Space, the Publisher undertakes not to violate the rights of third-party rightsholders to the trademark, brand, personal rights, and/or other rights without the permission of the rightsholders in accordance with current law. The Publisher agrees not to use content on his/her Ad Space that violates applicable laws or leads to pages that violate applicable laws. 

4.5. The Publisher agrees not to take any action that affects the operation of Takeads. Such actions include attempts to technically influence the performance of the Takeads Solutions; to hack security mechanisms; to use viruses, trojans, and/or other malicious programs for any purpose. This shall also include brute force attacks, DoS (DDoS) attacks, spam, the use of links, and/or any other processes that may damage the operation of Takeads.

4.6. The Publisher may have only one account, i.e., one account per each domain in its possession. Duplicating accounts for the same domain is strictly prohibited. 

4.6.1. With regard to point 4.6 above, more than one account per legal entity may be created in order to monetize different domains/content. If an individual performs official duties on the staff of or for a legal entity that has an account on Takeads, said person shall be prohibited from creating a personal account as an individual to perform their official duties for the legal entity.

4.7. The Publisher undertakes to familiarize him/herself with and execute the Terms and refer to them during the entire period that the Publisher uses Takeads Solutions. The Publisher agrees that if s/he fails to perform this duty, his/her access to Takeads may be suspended. If Takeads, a Partner suffers losses caused by the Publisher’s violation of the Terms, the relevant amount will be deducted from the Publisher’s account. In the absence of funds on the Publisher’s account, the Publisher undertakes to reimburse such losses at the request of Takeads within 10 (ten) days.

4.8. At the request of Takeads, the Partner, the Publisher undertakes to check the Traffic Source and provide all requested files, documents, etc. Otherwise, the Publisher’s access to Takeads may be blocked, and appropriate sanctions may be applied.

4.9. The Publisher agrees to provide Takeads with any requested documents necessary to confirm information about the Publisher.

4.10. The Publisher is notified of and agrees to Takeads’s right to pay the Publisher a reward only after the Partner wires payment for the provided services to Takeads’s settlement account. In exceptional cases, when the Takeads make a payment to the Publisher, but then the Partner rejected and did’t pay for the actions, the Takeads has the right to withhold this amount from the Publisher’s account in Takeads or withhold it against future payments.

4.11.  The Publisher attests that s/he has provided true and complete information at registration. Should this not be the case, Takeads reserves the right to refuse Publishers use of the platform.

4.12. The Publisher is not authorized to share his/her access data and/or passwords with third parties. Should third parties gain access to a Publisher’s Takeads account or misuse is suspected, the Publisher is requested to contact Takeads immediately in order to have the Publisher’s data changed.

4.13. Publishers are obliged to refrain from everything that endangers or disturbs the operation and functioning of Takeads and the prosperous cooperation.

5. Takeads prohibits the following activities:

5.1. Performing Target Actions by methods or means that violate current law, the Agreement, or the Terms

5.2. Simulating Target Actions by entering knowingly incorrect and/or non-existent data or someone else’s data unbeknownst to their owner when ordering goods or services by any means

5.3. Using advertising methods that force a visitor to perform actions by deception, blackmail, or any other actions that violate the visitor’s freedom of choice

5.4. Using the data of a Partner or a third party protected by a registered trademark, copyright, other legally registered rights of the holder for purposes other than those stated in these Terms. If the Publisher uses a Partner’s trademark(s) and/or Takeads Solution(s) for purposes other than those specified in this Agreement, the Publisher is fully liable for such placements in accordance with applicable law and undertakes to independently resolve all arising claims and/or disputes, including judicial ones, to settle all other disputable situations, including with state authorities and third parties (e.g., Partners).

5.5. Using promotional materials, including a Partner’s wordmark, to promote the website of another Partner.

5.6. Using any cookie stuffing technology and/or types of cookie stuffing (cookie dropping). It is prohibited to use scripts that set cookies of websites that the user did not visit in the user’s browser. It is also prohibited to rearrange, substitute, or overwrite the user’s cookies with others that do not belong to the websites that the user visited, as well as to substitute cookies using pop-ups, iframe, or by inserting the URL of a third-party page as a picture on an existing website.

5.7. Registering and/or using domains similar to that of the Brands’ or the Merchants’ website(s) for promotion

5.8. Using the registered Ad Space with a specific declared traffic source for attracting a different type of traffic

5.9. Deleting an account in which the Publisher has a negative balance and/or debt to Takeads

5.10. Offending common decency, making statements, or choosing a particular username that violates the religious feelings of others or are racist or discriminatory

5.11. Using Platforms not owned by the Publisher

5.12. Using, posting, publishing, and/or linking to any insulting or defamatory content on any third-party website, whether such content affects other participants or other persons or companies.

5.13. Using, posting, or publishing content that is political, immoral, pornographic, morally reprehensible, offensive, violent, violence glorifying, sexist, and/or right-wing or left-wing extremist content or content that violates laws, in particular youth protection laws, and the Interstate Treaty on the Protection of Minors in the Media. It is also prohibited to link to corresponding material on a third-party website or to advertise, offer, or distribute pornographic products or products that violate laws, in particular youth protection laws. 

5.14. Publishing, reproducing, making publicly available, and/or distributing content protected by law (e.g., by copyright, trademark, patent, design, and/or utility model law) without being entitled to do so.

5.15. If there are indications of violations of these Terms, Takeads is entitled to delete the Publisher’s account and block him/her from any further use of the Takeads platform. In addition, Takeads reserves the right not to pay out any remuneration achieved prior to the deletion of the Publisher’s account, as well as to report possible fraud.

5.16. With regard to Takeads employees and employees of all Takeads-affiliated companies only, registering as a Publisher for the duration of their employment period.

5.17. If the violations described above are detected, the Publisher’s account shall be immediately blocked, and all earnings earned as a result of a violation(s) shall be transferred to the Partner. The Publisher shall be notified of the decision by the Takeads’s administration. After the Publisher’s account has been blocked, s/he will be unable to create another one.

6. Payment for the Publisher’s Services

6.1. The Publisher shall receive from Takeads a reward that directly depends on the success of his/her advertising campaigns.

6.2. In each individual case, the average reward amount is determined by the type of paid Target Action and the rate set by the Partner for this Target Action that is effective at the time of performing said Target Action. The Partner has the right to change the rates, but the new rates do not apply to Target Actions already performed. The Publisher may not demand a different rate for his/her Target Action. The minimum withdrawal amount should equal or exceed 20 euros. An amount less than the minimum withdrawal amount will be paid to the Publisher only if his/her account is deleted.

6.3. Except for the agreed reward, the Publisher is not entitled to the reimbursement of costs incurred for bank transfers or the use of third-party services or programs not provided by Takeads, even if these costs are related to their advertising activities within Takeads.

6.4. The right to receive the reward may be exercised only if all the following conditions are met:

• The Publisher’s advertising activity led to a Target Action being achieved between the Partner and the visitor
• The Target Action was registered by Takeads’s tracking means
• The Target Action was authorized for calculation by the Partner and confirmed by Takeads
• The relevant Partner has paid Takeads for its services under its agreement with the Partner
• The reward amount equals or exceeds the minimum withdrawal amount
• The Publisher did not violate the Terms described in clause 5

6.5. Takeads maintains an internal settlement account for each Publisher that is used to carry out all accrual and payment operations.

6.6. Each Party is solely and individually responsible for the payment and reporting of its own taxes in any jurisdiction concerned. If payments under these Terms are subject to applicable withholding tax, Takeads shall be entitled to deduct the corresponding tax amount from the Publisher’s reward.

6.7. The Publisher undertakes full responsibility for the payment information provided and confirms that it is true, complete, and accurate. All payments will be made using this payment information. Takeads is not obligated to take steps to verify the accuracy of payment information provided by the Publisher.

6.8. The Publisher shall immediately repay any amount paid to the Publisher in error or other than in accordance with the Publisher’s rights under this Agreement.

6.9. If in certain cases the Publisher receives advance payments from Takeads at Takeads’ discretion, for instance when the Partner confirms the relevant Target Actions but prior to making payment to Takeads for its services as agreed between Takeads and the Partner, and the Partner subsequently cancels the relevant Target Actions, Takeads is entitled to withhold the relevant amount for the canceled Target Actions against the existing or future balance in the Publisher’s account.

7. Timeframe and Termination

7.1. These Terms are concluded for an indefinite period of time and start when the Publisher creates the account in accordance with clause 1.2.

7.2. The Parties may voluntarily terminate the Terms at any time.

7.3.  Any data transmitted in connection with the registration process as a Takeads Publisher can be managed, changed, or deleted by the Publisher in his/her account. The Publisher may have his/her Takeads user account deleted at any time without disclosing the reason(s) by sending an email to monetize@takeads.com, except as otherwise specified in clause 5.9 hereof.

7.4. Takeads shall have the right to block a Publisher’s account in the following cases:

• The Publisher has violated participating Terms.

7.5. In case of termination due to violations of these Terms by the Publisher, s/he shall pay the debt (if any) and the penalty specified in these Terms.

7.6. Takeads shall have the right to delete the Publisher’s account and data from the system in the following cases:
– The Publisher has not logged in to their account for the last 12 month or
– The Publisher has not delivered traffic (clicks) towards Takeads system (via any of the avaliable integrations systems) for the last 12 month.
After 9 month inactivity period, Takeads will notify the Publisher that in case of inactivity and non-use of the account, Takeads will delete the Publisher’s account and data in 3 month from the date of notification, and the remaining funds will be written off in favor of Takeads.

The Publisher agrees and is notified that their has no right to restore the account or return the funds, after the expiration of the above Terms and the deletion of the account.

8. Protection of Personal Data 

8.1. Takeads shall store and process only those data that were specified by the Publisher in the registration form and in his/her personal account or that were obtained from the Publisher during his/her participation in Takeads.

8.2. The Publisher agrees to comply with all laws, rules, policies, and confidentiality provisions effective in the regions where the services are provided.

8.3. The Publisher undertakes to comply with all laws, including the GDPR and EU privacy laws, and perform the following actions:

• To inform end users about the use of tracking devices, cookie files, and other online identifiers
• To receive the consent of end users to place and collect cookie files and other online identifiers on their devices and to provide information on the possibility to refuse or delete files, if necessary
• To take appropriate technical and organizational measures against accidental loss and damage, as well as illegal processing of personal data

8.4. The Publisher undertakes not to take any actions that may lead Takeads to a breach of the current Data Regulations Law.

8.5. Takeads and the Publisher undertake to comply with data protection laws.

Depending on the jurisdiction, the Publisher may be obliged to inform visitors to his/her website about cookies used on the website, including those placed by Takeads (“third-party cookies”) and other online identifiers. The Publisher must explain what cookies s/he and/or third parties set in the user’s browser and for what purposes this information is collected. Also, the Publisher undertakes to obtain preliminary, freely presented, specific and informed, unambiguous, and revocable consent from users before setting any cookies in their browsers. The consent should also apply to the cookies set by Takeads after performing a certain action (e.g., a click). 

9. Confidentiality

9.1. Each Party undertakes to use the commercial information of the other Party, information about its business affairs and operations, trade secrets, know-how, and source code, or any information specifically marked as confidential, including all mentioned information of the other Party’s counterparty or affiliate (hereinafter the “Confidential Information”) only for the performance of its rights and obligations hereunder. The Parties undertake not to disclose Confidential Information.

9.2. The following information shall not be considered confidential:

• Information which is or subsequently became publicly available without infringement of the Agreement by the Receiving Party
• Information which was legally obtained from a third party without restriction and without violation of this Agreement, and also without the non-disclosure obligations of the Receiving Party
• Information that cannot be designated as Confidential Information in accordance with applicable law
• Information published in Takeads when receiving or providing services in accordance with these Terms

9.3. When deleting the Publisher’s account, Takeads shall also delete all the Publisher’s personal data, except for the username and statistics data.

9.4. The provisions of Article 9 shall remain valid for 5 years from the termination of these Terms.

10. Rights to Use Information

10.1. The information obtained during participation in Takeads is allowed to be used exclusively with Takeads. Transfer thereof to third parties and use for other purposes are prohibited. 

10.2. Takeads and the components thereof (products and applications) are protected by the current legislation in the field of copyright and related rights.

10.3. Takeads provides Publishers with the temporary, non-exclusive right to use the provided services and applications and the data contained therein exclusively within the framework of participation in Takeads. In case of termination of the Agreement, this right loses its validity.

10.4. Other ways of using information are prohibited. The Publisher is STRICTLY PROHIBITED from transferring, either wholly or partially, the rights to use the services, applications, and data granted to them to third parties, provide access to them, modify or otherwise process them, transfer them in other forms, or create their own databases or information services based on them.

10.5. In case of violation of these rights of use, Takeads reserves the right to use other remedies, except for the termination of the Agreement. If, as the result of violations by the Publisher, a third party initiates an administrative case or any other lawsuit against Takeads, all litigation costs and other related costs shall be completely paid by the Publisher at fault.

11. Liability and Limitations Thereof

11.1. Takeads shall not be liable for any damage or interference caused by the content of third-party web pages, software errors, or hardware of participants of Takeads, or for damage caused by insufficient availability or the limited functionality of the Internet.

11.2. According to the applicable regulations, Takeads shall be liable for intentional and grossly negligent acts. If Takeads is found to be liable for damage caused by slight negligence according to legal regulations, Takeads’s liability shall be limited: in this case, Takeads shall only be liable in the event of a breach of material contractual obligations (these are obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the Publisher regularly relies and/or may rely). Furthermore, this liability shall be limited to typical damage foreseeable at the time the contract was concluded.

11.3. The liability under clause 11.2 shall be limited to the compensation of actual damage, which shall be determined by the participants or a court decision.

11.4. The above limitations of liability do not apply in the case of mandatory legal liability and do not limit or exclude Takeads’s liability in the event of harm to life or health.

11.5. The Publisher shall indemnify, defend, and hold harmless Takeads (including its directors, employees, agents, and/or contractors) from and/or against any claims, costs, damages, losses, liabilities, and expenses (including legal fees) relating to any claims, actions, suits, or proceedings by third parties against Takeads arising out of or related in any way to any culpable breach by the Publisher of any warranties of these rules, or the Publisher’s gross negligence or willful misconduct.

12. Changes to these Terms

12.1. Takeads reserves the right to change the provisions of these Terms at any time. A notification of changes can be sent by email two weeks before their entry into force. Subject to clause 11.2, the Publisher shall be solely liable for familiarizing him/herself with the updated Terms.

12.2. The use of Takeads by the Publisher after changes are made to these Terms indicates the Publisher’s consent to the changes and willingness to assume the obligations specified in the updated Terms. Disagreement with the changes in the Terms entails the termination of these Terms, as well as the termination of work with Takeads.

13. Final Provisions

13.1. If certain provisions of these Terms become invalid in whole or in part, the validity of the remaining provisions shall not in any way be affected or impaired. The provision deemed invalid shall be considered replaced by the applicable provision under statutory law. If such a replacement were to constitute an undue hardship (unzumutbare Härte), the Terms as a whole would become invalid.

13.2. The rights and obligations resulting from these Terms may be transferred to a third party only with the consent of Takeads.

13.3. In the event of a dispute that cannot be settled by the Parties in an amicable way, the District Court of Stuttgart (Landgericht Stuttgart) shall be the competent venue for resolving such dispute. 

13.4. These Terms shall be governed by the laws of the Federal Republic of Germany.