General Terms and Conditions for Click Genius
Preamble
The following General Terms and Conditions (hereinafter "GTC") of Network Genius GmbH, Auf dem Kamm 9, 51427 Bergisch-Gladbach (hereinafter "Network Genius"), govern the contractual relationship between Network Genius and the user of the service offered by Network Genius under the name "Click Genius" (hereinafter " publisher).
Within the framework of an internet-based affiliate network, Network Genius offers the possibility to automatically convert product links into affiliate links with the help of the tool "Click Genius" (hereinafter "Service"). The corresponding links are used to advertise products of a merchant who offers products via an affiliate network. Participants in the service in the form of an internet-based network are Network Genius, the publisher as well as the merchant whose products are advertised.
Network Genius provides its services to the publisher exclusively based on these GTC. In addition to these GTC, the respective GTC of the advertisers and networks with which Network Genius cooperates shall apply. Details regarding the General Terms and Conditions of the advertisers and networks will be provided by Network Genius upon request. By registering for the Click Genius service offered by Network Genius, the publisher explicitly accepts these GTC of the networks and advertisers as binding parts of the contract.
Any GTC of the publisher shall not become part of the contract unless Network Genius explicitly agrees to them in written form.
1) Subject matter of the contract
Network Genius GmbH is the provider of Click Genius, a marketing tool. This technology, provided by Network Genius, enables the publisher to convert product links into affiliate links and generate additional revenue with their help.
The Click Genius tool, developed and provided by Network Genius, uses proprietary technology to convert product links freely chosen by the publisher into affiliate links, provided that a corresponding affiliate program is available. These affiliate links allow the publisher to generate additional revenue by using the links on their website or social media channels.
When a user clicks on an affiliate link, the click takes the user to a third party's website - for example, to an online store. If the user conducts a transaction here, for example buys a product, the publisher will be credited with a commission for this.
The use of Click Genius is free of charge for the publisher.
Calculation for transactions, clicks or commissions takes place exclusively between Network Genius and the advertisers. Network Genius collects the commissions finally confirmed by the advertisers and pays them to the publisher on a pro-rata basis as described in paragraph 6. Network Genius retains only a share of the commissions generated by the publisher and uses the funds to provide Click Genius as a service.
2) Contracting Partners
2.1) Contractual partners are Network Genius and the publisher.
2.2) The publisher operates social media channels and/or one or more websites with editorial content or User Generated Content.
2.3) Network Genius has a separate contractual relationship with the advertisers or affiliate networks.
2.4) The publisher has a separate contractual relationship with its users over which Network Genius has no control.
3) Application and registration
3.1) Click Genius is a tool reserved for selected publishers whom Network Genius actively approaches and invites to use Click Genius.
3.2) Publishers have the opportunity to apply for the use of Click Genius via the website www.click-genius.com.
3.3) In order to register or apply for an account, the publisher must truthfully complete an online form and provide all required information. The publisher is responsible for any false or outdated information and any consequences resulting therefrom.
3.4) Persons applying on their own behalf warrant by submitting the online form referred to in 2.3 that they have reached the age of 18 and are of full legal capacity.
3.5) Managers, agencies or other third parties who complete the application form on behalf of a proposed publisher hereby guarantee that they are authorized to enter into contracts on behalf of the publisher.
3.6) Publishers are not permitted to create multiple accounts for Click Genius unless there are reasonable technical or accounting reasons for doing so, which the publisher credibly communicates to Network Genius.
3.7) By completing the registration process the publisher makes an offer to conclude a contract for the use of Click Genius.
3.8) Network Genius will review all applications it receives and will decide, at its sole and absolute judgment, whether the publisher is suitable to use Click Genius. Network Genius reserves the right to reject the application even without giving reasons.
3.9) If a publisher is suitable to use Click Genius, Network Genius agrees to the submitted contract offer by activating the publisher for the use of Click Genius and by sending a corresponding confirmation e-mail. Thereby a contract between the publisher and Network Genius is concluded in accordance with these GTC.
3.10) The publisher undertakes to treat the received login credentials (username and password) strictly confidential. The publisher shall not disclose his access data to unauthorized third parties. The publisher shall inform Network Genius immediately as soon as he becomes aware that unauthorized third parties have access to and are aware of the access data.
3.11) The publisher shall be exclusively liable for all damages arising from the fact that the publisher has made his access data accessible to unauthorized third parties.
4) Rights and obligations of Network Genius
4.1) With Click Genius, Network Genius provides the tools and the system in which publishers can register, manage and configure their account. With Click Genius, Network Genius also provides publishers with an analytics tool that allows them to check the performance of individual campaigns and keywords, as well as generated revenues.
4.2) Network Genius establishes the connection in its system between publishers' websites and advertisers' campaigns.
4.3) Network Genius establishes the contractual relationship with advertisers and processes the generated revenues with them.
4.4) Network Genius credits publishers once a month for the commissions generated.
4.5) Network Genius reserves the right to modify its service and to make technical changes, provided that this is reasonable for the publisher, still supports the core idea of the service and the functionality of the service is not reduced by this.
4.6) Network Genius reserves the right to discontinue the operation of Click Genius indefinitely or entirely at any time.
4.7) The publisher grants Network Genius the temporally and spatially unrestricted right to use the publisher as a reference and to use the name and images of the publisher for this purpose under consideration of the copyrights of third parties.
5) Rights and obligations of the publisher
5.1) The publisher warrants that he/she owns the necessary rights to and/or for the commercialization and monetization of his/her websites or his/her social media channels.
5.2) The publisher is obligated to keep all data provided in his application or registration up to date and correct any time.
5.3) The publisher undertakes to comply with the applicable laws and all rights of third parties within the scope of its advertising activities and on the corresponding website. In this regard, the Publisher is prohibited from using defamatory or slanderous content, regardless of whom this content concerns; from using pornographic, racist content or content that violates laws for the protection of minors, or from advertising, offering or selling corresponding products; from unreasonably harassing visitors of the social media profiles and/or websites within the meaning of Section 7 of the German Unfair Competition Act (UWG); from using legally protected content without being authorized to do so; or from taking or promoting anti-competitive actions. Furthermore, the publisher undertakes to add proper provider labeling to its social media channels and/or website in accordance with § 5 of the Telemedia Act.
5.4) The publisher is responsible for the proper labeling of the affiliate links used. The publisher is solely liable for sanctions imposed by the social networks or the respective authorities resulting from improper labeling of the affiliate links used.
6) Payment
6.1) The publisher shall receive a performance-based remuneration.
6.2) The publisher agrees to a credit note procedure instead of invoicing. Once a payout takes place, Network Genius sends a credit note to the e-mail address provided by the publisher.
6.3) The exact calculation and the amount of the publisher's remuneration will be made by the relevant merchant and, if applicable, by the involved affiliate network and passed on to Network Genius. Network Genius will collect the commission from the relevant merchant directly or via the affiliate network.
6.4) The claim for remuneration only arises if a consumer order has been validly placed with the merchant according to the merchant's requirements, has been logged by the involved affiliate networks and has been confirmed and released by the merchant as well as the affiliate network, the corresponding commission has been paid to Network Genius and there is no abuse on the part of the publisher according to paragraph 9 of these GTC.
6.5) Network Genius expressly points out to the publisher that the effectiveness of a transaction depends, among other things, on the exercise of statutory rights of revocation and return by the end customer. In this respect, a transaction shall only be validly completed once it has been confirmed and released by the merchant or the affiliate network.
6.6) The publisher can see the number of generated transactions and commissions at any time in the "Dashboard" after logging in to Click Genius.
6.7) For providing Click Genius, Network Genius will receive a share of the provision that the publisher has gained. Network Genius will pass on the remainder of the earnings to the publisher.
6.8) To process the payment of the remuneration, Network Genius shall set up a publisher account for the publisher upon his/her registration. Network Genius credits the respective remuneration attributable to the publisher to the publisher account. An interest on the credit balance on the publisher account is not paid. As soon as the minimum payment amount of 50,00 € is reached, the publisher has the possibility to request a payout of the amount. In addition, Network Genius reserves the right to pay out provisions earned by the publisher to the publisher proactively and without any request of the publisher.
6.9) Payment of the remuneration shall be made via Paypal or bank transfer to the Paypal address/bank details provided by the publisher. Any costs incurred by the recipient bank shall be covered by the publisher and deducted from the credit balance.
6.10) If the minimum payment amount is not reached at the end of a month or if no payment of the credit is requested, Network Genius may transfer the credit to the following month. It will remain in the publisher account. After three years of inactivity of the publisher with regard to the service of Network Genius, the payout claims of the publisher become invalid and Network Genius may retain the funds.
6.11) The publisher is aware that Network Genius is authorized to add any merchant to the network of Network Genius or to exclude merchants at any time. Merchants are thereby able to modify their compensation models or terminate their participation in the affiliate network or the Click Genius network at any time without giving reasons, also regarding individual publishers.
7) Recommendations
The publisher has the opportunity to refer additional publishers. If Network Genius accepts the referred publisher, the referring publisher for one year receives 10 percent of the revenue share generated by Network Genius through the referred publisher.
8) Accessibility
Network Genius shall endeavor, within the scope of technical possibilities, to ensure constant availability of Click Genius and the corresponding services and products. However, especially maintenance, security or capacity issues, which are not in the responsibility of Network Genius, may lead to short-term disruptions or temporary discontinuation of Click Genius and/or corresponding services.
9) Liability
9.1) The liability of Network Genius for slightly negligent breaches of duty is limited to foreseeable, contract-typical, direct damages, unless damages resulting from injury to life, body or health or guarantees are affected or claims under the German Product Liability Act ("Produkthaftungsgesetz") are affected. Unaffected is also the liability for the breach of obligations, whose fulfillment is required for the proper execution of the contract and on whose compliance the publisher may regularly rely. The same shall apply to breaches of duty by Network Genius' vicarious agents.
9.2) Network Genius shall make all reasonable efforts to ensure that the Click Genius service is free of known computer viruses and shall always endeavor to use a state-of-the-art virus scanner and security standards. In this respect, however, the publisher acknowledges that it is technically impossible to guarantee that the service is free of viruses. Any claims of the publisher against Network Genius due to the contamination of the publisher's end device with computer viruses caused by the use of Click Genius are therefore invalid. This also includes compensation for the loss of data.
9.3) Network Genius is not liable in case of interruptions of the service due to technical or legal reasons, e.g. due to failure of the servers or the software, which are beyond the control of Network Genius. In particular, Network Genius is not liable for a transaction not being effected if the end customer cannot be identified as an end consumer forwarded by the publisher (so-called referrer) because the browser of the end customer does not accept cookies and the service of Network Genius therefore does not function properly.
9.4) The network, interface, tracking, services, their use and their usage results are provided "as is" without any warranty. Network Genius hereby disclaims all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose, which may be implied with respect to the network, interface, tracking, services, their use and their results of use. The network, tracking and interface performance depends on third parties and is beyond the control of Network Genius, particularly with respect to the maintenance of proper tracking by merchants, agencies and affiliate networks.
9.5) Network Genius expressly disclaims any warranty:
- that the use or operation of Click Genius, the Interface or tracking will be uninterrupted or error free;
- that the tracking will function properly for all advertiser URLs;
- that any defects are resolved;
- that the tracking always records all activities without any errors;
- that the network, interface or tracking is free of viruses and malicious code;
- that the security procedures implemented are sufficient with respect to publishers or their technology; and with respect to correctness, accuracy, or reliability.
10) Validity
10.1) This contract is agreed for an indefinite period of time. The publisher as well as Network Genius may terminate the contract at any time by giving notice without stating any reasons. The notice period is 30 calendar days to the end of a month.
10.2) After the Publisher has terminated the contract, Network Genius will pay all outstanding remuneration claims to the Publisher in accordance with the terms and conditions set out in paragraph 5. For amounts below the minimum credit balance, a handling fee of € 10.00 will be charged. Insofar as the credit balance on the publisher account is less than € 10.00, no payout can be made so that the corresponding amount will be retained by Network Genius.
10.3) The above regulations do not affect the right of both parties to terminate the contract for an important reason. Network Genius is permitted to terminate the contract immediately if the publisher violates his/her obligations as defined in these GTC.
10.4) Any termination must be made in written form (e.g. letter or e-mail).
11) Closing clauses
11.1) This agreement and any amendments thereto must be in text form. There are no side agreements.
11.2) The contract does not establish a commercial agent, commercial broker, or commission agent contractual relationship; it also does not authorize either party to make legally binding declarations for both or the other or to bind or represent them in any other way.
11.3) If the publisher is a commercial entity in the sense of the German Commercial Code (HGB), the place of jurisdiction shall be the domicile of Network Genius GmbH.
11.4) If the publisher is resident or headquartered outside the European Union, all aforementioned disputes shall be finally settled in accordance with the Rules of Arbitration of the Cologne Chamber of Commerce, with the exclusion of the ordinary legal process.
11.5) Network Genius reserves the right to change these GTC at any time without stating reasons, unless the change is unacceptable for the publisher. Network Genius shall promptly notify the publisher of any changes to the GTC. If the publisher does not object to the validity of the amended GTC within a period of one month, the amended GTC shall be deemed accepted by the publisher. If the publisher objects to the amendments, Network Genius is eligible to terminate the agreement with immediate effect.
11.6) Should any term of this agreement be or become invalid, void or unenforceable, the validity of the remaining terms and conditions shall not be affected thereby. In place of the invalid/void provision, the parties shall agree on a valid clause that comes as close as possible to the purpose intended by the invalid/void clause. This also applies to any gaps in the contract.
Status: September 3, 2021