General Terms and Conditions of mapAds GmbH 

1. Contractual partners, scope of application, definitions

   1. The contractual partner is mapAds GmbH, Martinshardt 19, 57074 Siegen (hereinafter: “mapAds” or “we” or “us”).

   2. Our terms and conditions of business shall apply exclusively; we do not recognize terms and conditions that conflict with or deviate from our terms and conditions of business unless we agree to their validity in writing. Our terms and conditions shall also apply if we perform our services without reservation in the knowledge of terms and conditions that conflict with or deviate from our terms and conditions. Our terms and conditions shall also apply to all future business.

   3. Manufacturers are all companies that produce products under one or more brands and sell them through and via distribution partners, in particular to consumers.
   4. Distributor is a company with a single location with only one physical address that has contractual relations with the manufacturer and sells, among other things, its products.
   5. Users are all companies to which the service offer is directed, i.e. manufacturers and dealers.
   6. Platform means the internet platform offered by us under mapads.net including all functions through which we offer and provide our services.
   7. Campaigns are online advertising campaigns by manufacturers to promote their products.
   8. Content means all content (in particular texts, photographs, images, graphics, drawings, videos, films, music, sounds) created by the Manufacturer and/or Dealer either itself or by commissioned third parties or by mapAds on behalf of the Manufacturer or Dealer for individual campaigns
   9. User Data is any data or content that Users upload, submit or otherwise transmit to or through the Platform.
   10. Aggregated Data is User Data that is (i) anonymized so that it does not identify any individual, and (ii) combined with other Users’ data or additional data sources.

2. Services provided by mapAds

   1. mapAds provides access through the platform to features and services that help the manufacturer and dealers develop and distribute online marketing content through various channels. In some cases, this includes campaigns that allow the Merchants to participate in, customize and share the Manufacturer’s content and/or campaigns with consumers (including through online channels such as Facebook, Google, landing pages, email and/ or other third party platforms). The services of mapAds consist only in the provision of services; no specific success is owed.22. We offer as part of our main service obligation within the technical and operational possibilities of us and our provider an average availability of the platform of 99% per month. Within this framework, we are entitled to shut down the platform for purposes of updating or technical review and maintenance. The user agrees to all – even short-term and unannounced – shutdowns necessary or useful for technical reasons. In return, we undertake to carry out such shutdowns only during times when the retrieval of data is low.

   2. We offer as part of our main service obligation within the technical and operational possibilities of us and our provider an average availability of the platform of 99% per month. Within this framework, we are entitled to shut down the platform for purposes of updating or technical review and maintenance. The user agrees to all – even short-term and unannounced – shutdowns necessary or useful for technical reasons. In return, we undertake to carry out such shutdowns only during times when the retrieval of data is low.

   3. The user has the possibility to increase his visibility beyond the free features of mapAds by setting a monthly advertising budget. The individually selected budget is billed when the budget is selected and can be adjusted on a monthly basis. Statistics can be used to see for which campaigns the marketing budget is used. A certain success is not owed.

3. Technical requirements of the user

   1. For the contractual use of our content, a web browser or an Android or iOS smartphone application is required.
   2. To make the best use of the platform, the user should also operate social media accounts that can be used for marketing purposes.
   3. For the rest, the user needs his own provider for an internet connection. The user is solely responsible for errors or downtimes of his provider.

4. User content

   1. The user alone is responsible for all content of the user, for its correctness and legal admissibility. In particular, the User warrants that the content posted by him does not infringe the rights of third parties, in particular copyrights, personal rights, design rights and/or trademark rights of third parties and does not violate any legally valid regulations, in particular regulations under competition law and/or criminal law and/or data protection law.
   2. If the user posts content, he undertakes to provide only truthful information.
   3. We are entitled, but not obliged, to check posted content for the infringement of corresponding third-party rights or for the violation of general legal provisions (in particular theUWG or criminal provisions). Until a dispute has been resolved as to whether content violates the rights of third parties or general legal provisions, we are always entitled to remove or block content. Insofar as the User violates the obligations under Section 4.1. or Section 4.2. above, the User is obligated to indemnify us against any claims by third parties arising from this violation of obligations. This also includes any fines, penalties or costs incurred in connection with criminal prosecution, as well as any court and out-of-court costs incurred by us in connection with a civil dispute. The parties shall always provide each other with the best possible support in defending themselves against third-party claims.
   4. The user alone is responsible for the dissemination of content via the mapAds software and is therefore fully liable. mapAds GmbH assumes no liability for offensive, erroneous or inappropriate content distributed via the mapAds software by the respective users. The user is prohibited from distributing content via the mapAds software that deals with the following topics:
      
      • Pornography
      • Hate speech
      • Violence
      • Sensitive events
      • Bullying and harassment
      • Dangerous products
      • Unapproved substances (drugs, etc.)
      • Politics
      • Identity theft

      Any misuse of the mapAds software will result in an immediate blocking of the account. Violations that result in direct or indirect damage to mapAds GmbH and the advertising media associated with mapAds will be prosecuted.

   5. The advertising of gambling, tobacco, alcohol, medication or other drugs as well as adult content is prohibited and requires prior consultation with mapAds GmbH. The user requires a separate license for this type of advertising, which must be issued by us. In this case, the user must make use of consulting services provided by mapAds, which are associated with costs. If you have any further questions, please contact us at any time at: info@mapads.net 
   6. It is prohibited to redistribute content created through mapAds software. This content includes videos, posts and general advertising content. The illegal distribution of the content is a criminal offense and will be punished with fines. It is forbidden to distribute videos, posts and general advertising content without prior agreement.
      
      • download
      • embed on your own website
      • to display on public displays
      • the general further spreading over own advertising measures in any form

5. Further duties of users

   1. The user shall not store or upload any data on the platform which, by its nature or condition (e.g. viruses, corrupted files, “Trojan horses” or other contaminating or destructive features), size or duplication (e.g. spamming), is likely to jeopardize the existence or operation of the data center or data network of us or third parties commissioned by us. The user will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure or could cause damage or disrupt the functioning of our systems or services.
   2. If the content posted by the user is protected by copyright, trademark law or other intellectual property rights, the user grants us a simple right of use for the reproduction of the protected content during the term of the contract, in particular the corresponding reproduction, distribution and editing rights and the right to make it publicly available. If the content is created directly via the software (e.g. via the camera), the user grants us the right to reuse this content and to use it otherwise for marketing purposes.
   3. The user is obliged to exercise the greatest possible care when using passwords, user names or other security devices provided in connection with our services and to ensure that their disclosure to third parties is prevented. The user shall be liable for damages resulting from unauthorized use of passwords by unauthorized third parties.
   4. The user will not post and distribute unauthorized advertisements such as chain letters and pyramid schemes.

6. Offset and right of retention

   1. Any counterclaims may only be offset if the counterclaims are undisputed or have been legally established.
   2. A user may only refuse performance or withhold performance on account of any counterclaims if the counterclaims are undisputed or have been finally determined by a court of law.

7. Third party websites

   1. The Platform and the Services provided by us include systems that, among other things, allow the User to manage access and publication of content on advertising platforms or advertising systems (e.g., Facebook, Google, Instagram, YouTube, other third-party websites and platforms) and to provide access to such websites and services controlled by third parties (all “Advertising Platform”). User hereby grants us all necessary permissions to access these Advertising Platforms on User’s behalf for the purpose of providing User with our Platform, including the use and analysis of information provided by the Advertising Platforms. Access to the Advertising Platforms is provided to the User as an additional service, and we are not responsible for the content, actions or performance of the Advertising Platforms or any third party websites or services connected or linked to such Advertising Platforms. User expressly agrees to use each Advertising Platform at User’s own risk. Each Advertising Platform accessed through our Platform is independent from us, and we have no control over the content, privacy policies, and terms of use of such Advertising Platforms. Each advertising platform may have its own terms of use and privacy policies, and the user should review the terms and policies, including privacy and data collection practices, before beginning or continuing use. In no event shall a reference to a third party product or third party advertising platform be construed as an endorsement or approval by us of that third party or any product or service provided by that third party. You agree to abide by the terms and conditions of the applicable advertising platform.
   2. We may terminate an Advertising Platform’s ability to interact with the Platform at any time, with or without notice and in our sole discretion. Any Advertising Platform may take action to interfere with or prevent the functioning of the Platform at any time and without any action on our part. We are not responsible for verifying any changes or updates or the quality, content, policies, nature or reliability of any Advertising Platform.

8. User data

   1. User hereby grants mapAds the non-exclusive, worldwide, perpetual, royalty-free right to (a) provide the Service and all related services to User and to aggregate, use, copy, store, transmit, distribute, display, publicly perform, and modify derived information about User Data and the User Data itself, transfer, distribute, display, publicly perform, and modify (b) use Aggregated Data for our business purposes, including but not limited to developing, publishing, and marketing benchmarks, predictive models, predictive analytics, and measures based on Aggregated Data. Our rights with respect to Aggregated Data shall survive the expiration or termination of this Agreement. We are the sole owner of the Aggregated Data.

9. Contract period – Termination

   1. The duration of the contract results from the respective services used and the corresponding conditions or individual agreements for this.
   2. Notwithstanding the foregoing, the contract may be terminated prematurely by either party without notice for good cause, which shall include in particular
      
      • for mapAds, if the User is in default of payment despite an appropriate reminder of limited duration and/or if the User posts contents contrary to clauses I.4.1. or I.4.2,
      • for both parties if the respective other party breaches a material contractual obligation despite an appropriately limited reminder combined with a request for remedy and/or insolvency proceedings are opened against the assets of the other party.
   3. Any notice of termination or reminder must be in writing (e-mail is sufficient) to be effective.

10. further

    1. The contract language is German. Even if the text of the contract should be translated into another language, the German text of the contract shall remain binding.
    2. All legal relations between the user and us shall be governed by German law, in particular the service contract law of the German Civil Code (BGB), to the exclusion of the provisions of the Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.
    3. With merchants, the place of jurisdiction is agreed to be the registered office of mapAds; however, we are also entitled to bring an action at other statutory places of jurisdiction. With other users, the place of business of mapAds is only agreed as the place of jurisdiction if the user in question does not have a general place of jurisdiction in the Federal Republic of Germany.
    4. Should one or more of the contractual provisions be invalid or void, this shall not affect the validity of the remainder of the contract.

11. Copyright, database rights, image rights

    1. All content included in or made available through mapAds, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations, is the property of mapAds or its content suppliers and protected by international copyright, authorship, and database right laws. The compilation of all content included in mapAds or made available through a mapAds service is the exclusive property of mapAds and its affiliates and is protected by international copyright and database right laws.
    2. All product images, product descriptions and product names created by scanning an EAN code using the mapAds app are not owned by mapAds. For these reasons, the respective user of the mapAds service must ensure that the necessary rights of use for marketing are available on the part of the user.
    3. Users may not extract and/or re-utilize parts of the mapAds Content without our express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of mapAds Content without our express written consent. You also may not create and/or publish your own database that features substantial portions of mapAds without our express written consent.

12. Customers recruit customers

    1. New customers are customers who were not previously tariff customers of mapAds. This system only applies to mapAds users who have approved a monthly marketing budget.
    2. The recruitment bonus will be paid out once the recruited new customer has successfully registered with mapAds and verified himself via Goolge MyBusiness. mapAds reserves the right to reject or terminate the contractual relationship with recruited customers at any time.
    3. The amount of the recruitment bonus is a one-time 20% of the client’s current monthly marketing budget. The 20% is charged as an extra marketing budget against the client’s current marketing budget.
    4. The recruitment bonus is paid exclusively in the form of 20% additional marketing budget. Budget is due in the following month of the new customer’s successful SignUp.

13. Compensation

    1. Invoicing shall take place in accordance with the respective order form. Unless otherwise specified in an Order Form, all invoices are due for payment within fourteen (14) days of the invoice date. All payments shall be made in Euros or U.S. Dollars, by credit card or PayPal to the account on file with us, or through our designated credit card payment processor. The billing date begins with the first payment received from the customer. The billing period is four (4) weeks or twenty-eight (28) days from the date the order is received. A new billing period will automatically begin after twenty-eight (28) days. The budget to be used for marketing purposes can be determined in a current period for the following period.
    2. The prices shown do not include value added tax (VAT). The VAT customary in Germany is used here as a basis.

Version 1.0 (01.12.2020)