sponsorpay合同Word下载.docx

1、Cs”） apply between SponsorPay GmbH （“SponsorPay”） and the publisher as identified in 2 below （“Publisher”）. SponsorPay offers its services to commercial Publishers only. Consumers are not eligible to become a Publisher.1.2 The T&Cs and any applicable orders placed by the Publisher shall be collectiv

2、ely known as the “Agreement”. Terms and conditions of the Publisher do not become part of the Agreement, unless SponsorPay has accepted them in writing.1.3 The Publisher shall deliver the advertisements provided by a company seeking to promote its goods or services （the “Advertiser”） through Sponsor

3、Pay and a dedicated online platform （the “Advertising Platform”） operated by SponsorPay, as selected by the Publisher through the Advertising Platform or individually agreed upon between the parties （the “Advertisements”） on the website（s） owned, maintained, or controlled by the Publisher and select

4、ed on the Advertising Platform （the “Publisher Site”） according to 3subseq.1.4 By operating the Advertising Platform, and rendering the services according to the Agreement, SponsorPay acts only as an agent between the Advertiser and the Publisher. The Advertiser itself is solely responsible for subm

5、itting offers through the Advertising Platform to the Publisher. SponsorPay has no influence in this regard and thus provides no guarantee that offers, and thus Advertisements, will be available in satisfactory quantity.1.5 The Publisher shall set up a system to reward the users of the Publisher Sit

6、e for activities performed in relation to the Advertisements （the “Incentive System”） according to 6. SponsorPay shall pay the Publisher a consideration according to 7, which depends on the payment SponsorPay receives from the Advertisers. 2 Registration2.1 A publisher of a website can become a Publ

7、isher by registering an account with SponsorPay on SponsorPays website（s）. This requires a “Registration Form” to be filled in and submitted.2.2 By filling in the Registration Form the potential publisher submits a binding offer to enter into a contract with SponsorPay according to the T&Cs （the “Pu

8、blisher Offer”）. All fields of the Registration Form which are marked as being “required” have to be filled in. Any statements submitted through the Registration Form must be complete and correct.2.3 The Agreement between the Publisher and SponsorPay is concluded when SponsorPay accepts the Publishe

9、r Offer, either by declaring acceptance explicitly, or by otherwise commencing action to fulfil the Agreement.2.4 SponsorPay will promptly confirm receipt of the Publisher Offer by sending an e-mail to the e-mail address submitted in the Registration Form. This confirmation is not a binding acceptan

10、ce of the Publisher Offer. The confirmation can however be sent together with such acceptance.2.5 A potential publisher becomes a Publisher as defined in these T&Cs once SponsorPay has accepted the Publisher Offer. SponsorPay can decide in its sole discretion whether or not to accept the Publisher O

11、ffer.2.6 The Publisher agrees that it will deliver the Advertisements in compliance with all applicable laws, including any laws regarding the transmission of technical data and personal data. The Publisher will not interfere or attempt to interfere with the proper working of the Advertising Platfor

12、m or prevent others from using the Advertising Platform.2.7 SponsorPay reserves the right, but shall have no obligation, to review the Publishers display of Advertisements and use of the Advertising Platform in order to determine whether a violation of the Agreement has occurred or to comply with an

13、y applicable law, regulation, administrative or governmental request. 3 Implementation3.1 The Publisher shall deliver all Advertisements in accordance with the Agreement, including any technical specifications and placement requirements provided by SponsorPay to ensure the proper display of such Adv

14、ertisements. The Publisher is advised to regularly check the instructions published on SponsorPays website.3.2 The Publisher undertakes not to place the Advertisements in a context which might be detrimental to SponsorPay or its reputation （see 4 for details with regard to the Publisher Site）.3.3 Th

15、e Publisher shall implement all code provided by SponsorPay for the delivery of the Advertisements. The Publisher shall bear all costs and expenses related to such implementation.3.4 The Publisher must not alter or modify the Advertisements without SponsorPays prior written consent.3.5 The Advertise

16、ments shall be displayed in a prominent position. The Publisher shall meet the requirements as reasonably defined by SponsorPay. The Publisher is advised to regularly check the instructions published on the Advertising Platform. The Publisher shall inform its Users in an appropriate manner that the

17、Advertisements are provided by SponsorPay. 4 Publisher Site and Promotion of it4.1 The Publisher shall inform SponsorPay, giving reasonable notice, in the event it intends to materially alter the content or appearance of the Publisher Site.4.2 The Publisher Site must not contain any illegal or offen

18、ding content.4.3 The Publisher warrants and represents that it does not include any illegal or offending content on the Publisher Site. The Publisher warrants and represents that it does not use illegal means to promote or advertise the Publisher Site. The Publisher warrants and represents not to us

19、e any means which are excluded by SponsorPay to promote or advertise the Publisher Site.4.4 The Publisher shall remove or suppress illegal or offending content （including actions） on the Publisher Site provided by third parties （including users） without undue delay. The Publisher shall take all reas

20、onable measures to prevent the reoccurrence of such infringements.4.5 The Publisher shall hold SponsorPay harmless of any third party claims alleging the Publisher Site contains illegal content.Website Content which is generally illegal or offending （not exhaustive） Content using any terms or marks,

21、 names, pictures, videos, music, games, computer programs, or other material protected by third parties. Content infringing any applicable laws and other legal rules with regard to youth protection, data protection, protection of personality rights, protection against insults, and public decrial. Co

22、ntent which is false or misleading or which promotes illegal activities. Content promoting or endorsing criminal activities or containing instructions for criminal activities, including but not limited to information on the production or purchase of arms, child pornography, fraud, drug trafficking,

23、gambling, stalking, spying on trade secrets. Content which is racist, offensive, vulgar, molesting, insulting, threatening, obscene, hateful, invasive of another persons privacy, defaming, libellous, politically extremist, religious, violent, sexist, erotic, or otherwise harmful to underage persons,

24、 or of a touting nature.Advertising, Marketing and Promotion which is generally illegal （not exhaustive） Advertising, marketing or promotion material which infringes third party rights, especially third party trademarks, title rights and copyright. Material which is false or misleading. Any other fo

25、rm of unfair competition.Advertising, Marketing and Promotion which is excluded by SponsorPay Material which uses third party trademarks, or anything which can be confused with third party trademarks, in meta tags, keyword advertising, or as invisible text. All measures commonly not accepted in sear

26、ch engine marketing and search engine optimization.4.6 SponsorPay neither endorses nor approves of actions performed or content made available by the Publisher. 5 Viruses; Spyware; Malicious Code; Backups5.1 SponsorPay takes reasonable measures to protect its systems against viruses, spyware and oth

27、er malicious code （together “Malicious Code”）, and shall take reasonable measures to check, or have its Advertisers check, all Advertisements delivered through its systems to the Publisher, for Malicious Code. However, the Publisher acknowledges that Malicious Code can never be completely prevented.

28、 It is the Publishers responsibility to protect all data stored on its systems against unauthorized access, and data loss. The Publisher shall make its users waive, as far as legally permissible, all potential claims against SponsorPay based on Malicious Code, and inform its users as to appropriate

29、measures to protect their systems.5.2 Unauthorized third parties may send e-mails under the name of SponsorPay, without SponsorPays knowledge or consent, and such e-mails may contain Malicious Code or links to web content which, in turn, contains Malicious Code. SponsorPay cannot prevent such behavi

30、our. The Publisher shall, therefore, recommend its users to check all incoming e-mail for Malicious Code prior to opening them. 6 Incentive System; Credits6.1 The Publisher shall establish and maintain, at its sole expense, an Incentive System. The Incentive System shall be designed in a way which e

31、ncourages users of the Publisher Site to perform certain actions with regard to the Advertisements. The actions to be encouraged shall be those which are determined by the Advertisers, and which are clear to the Publisher and the users from the Advertisements, or the Advertisers campaign description

32、. That is to say, if an Advertiser seeks users to participate in surveys, the Incentive System shall encourage the users to participate in such surveys or if an Advertiser seeks users to subscribe to its newsletters, the Incentive System shall encourage the users to subscribe to such newsletters. The Publisher shall not endorse any actions which are contrary to the Advertisers interests （such as false entries or multiple participation by the sam