Ad marketplace terms for advertisers

1. Provider and Scope

These terms apply to the use of the ad marketplace in Adpressa by advertisers (“Customer”). The provider is FHC+P GmbH, Würmstraße 55, 82166 Gräfelfing, registered in the commercial register of the Munich local court under HRB 237916, VAT ID DE315880457 (“Operator”). The ad marketplace is aimed exclusively at business customers (Unternehmer) within the meaning of § 14 German Civil Code (BGB) that have their registered office in a member state of the European Union and a valid VAT ID. Deviating terms of the Customer apply only if the Operator agrees to them in writing.

2. Services

The Operator provides a platform through which the Customer places online advertising on the websites of publishers that participate in the ad marketplace. The Operator sells the ad slots to the Customer in its own name, issues the invoice to the Customer and compensates the publishers. The Customer selects publishers, websites, sections, ad slots and formats, sets the term, budget and a bid, and uploads its advertising materials (“creatives”) or creates them in the platform's builder. Which ad appears in an ad slot is decided on each page view by an auction in accordance with Section 6. The Operator does not owe any particular volume of impressions or clicks.

Participating publishers may serve their own sold ads with priority, define ad slots and minimum bids, exclude advertisers or industries, and review creatives before they are served.

3. Conclusion of Contract and Account

By registering, the Customer submits an offer. The contract is concluded when the Customer has confirmed its email address and the Operator activates the account. Before activation, the Operator verifies the company details and the VAT ID with the European Commission's VAT Information Exchange System (VIES). There is no entitlement to activation.

The Customer keeps its details up to date and its login credentials secret. It is liable for actions taken under its account to the extent that it is responsible for them.

4. Creatives, Content Rules and Review

The Customer is solely responsible for its creatives and the pages they link to (destinations). The Operator and the publishers review creatives only for obvious violations and assume no responsibility for their content. The Customer warrants that creatives and destinations do not violate any law, in particular not competition law, the law on advertising for medicinal products and therapies (Heilmittelwerberecht), the protection of minors or the rights of third parties, that it holds all necessary rights to images, texts, fonts and trademarks, and that the destination matches the creative. It indemnifies the Operator and the publishers against third-party claims based on its creatives or destinations, including reasonable costs of legal defense.

The following content rules apply: creatives are recognizable as advertising and do not mislead about the provider, price or effect. They contain no unlawful, discriminatory, violence-glorifying, pornographic or misleading content and no unsubstantiated promises of healing. Destinations open a page of the stated provider without intermediate steps and do not load malware. Special advertising, for example for medicinal products, gambling or financial products, is permitted only if the Customer meets the legal requirements and the publisher permits it for its websites.

The Operator reviews each new creative before it is first served. Thereafter, it runs on a publisher's websites automatically or only after that publisher's approval, depending on the publisher's settings. The Operator and publishers may reject creatives or remove them from serving without stating reasons. Each ad is labeled as an “Anzeige” (advertisement); via the link “Warum sehe ich das?” (Why am I seeing this?), readers can see who is advertising and why the ad appears, and can report the ad.

5. Operator's Right to Block

The Operator may block campaigns, creatives or the entire account at any time if there is a suspicion of a legal violation, a violation of these content rules, false company details, misuse of the counting or a threat to the publishers' reputation. It notifies the Customer of the block and states the reason, to the extent this is legally permissible. If the Customer eliminates the reason, the Operator lifts the block. The right to terminate under Section 13 remains unaffected.

6. Bids, Auction and Billing Price

The Customer bids a price per thousand impressions (cost per mille, CPM) in euros, net. For each ad slot, the highest bid among the matching campaigns wins, provided it is at least the publisher's minimum bid. The amount charged is the price of the second-highest bid plus one cent per thousand impressions, but at least the minimum bid (second-price auction). The billing price is therefore never higher than the Customer's bid.

7. Counting

Only counted, delivered impressions are billed. Counting takes place without reference to individuals: the ad marketplace does not store IP addresses, does not set cookies and does not create user profiles. Impressions and clicks that recognizably originate from automated agents (bot filter) or from browser preloading, that are requested twice or, in the case of clicks, have no preceding impression are filtered out, shown in the reports and not charged. What is measured is delivery, not visibility on the screen. The Operator's counts are authoritative; the Customer can trace them in its reports.

8. Prepayment, Credit Balance and Invoice

The ad marketplace operates on a prepayment basis. The Customer tops up a credit balance, at least in the amount that the Operator states in the ad marketplace as the minimum amount. Payment is processed via the payment service provider Stripe; the Operator does not receive any card data. Spending is deducted from the credit balance, counted to the tenth of a cent and rounded to the cent only per day and campaign.

For each top-up, the Operator issues an invoice to the Customer, in its own name and with its own number range. Prices apply net. For Customers with their registered office in Germany, statutory VAT is added. For Customers with their registered office in another member state and a verified VAT ID, the Customer owes the tax under the reverse-charge procedure; the invoice contains a corresponding notice.

When the credit balance is used up or a campaign's budget is reached, serving ends. Due to the delivery of cached pages, the budget may be slightly exceeded; the Operator charges no more than the budget.

9. Refund of Remaining Credit

The Customer may at any time request in text form that the Operator refund unused credit (“remaining credit”). For this purpose, the Operator ends running campaigns, deducts the spending incurred up to that point and pays out the remainder within 14 days to the payment method or account with which the Customer topped up. The invoice for the top-up remains in place; the Operator issues a credit note or corrective invoice for the refunded amount. There is no entitlement to interest.

10. Commission and Compensation of Publishers

The Operator compensates the publisher for the spending on its websites and retains a commission for this. The commission is included in the billing price; the Customer never pays more than the billing price under Section 6. The relationship between the Operator and the publisher is governed by the participation terms for publishers; the Customer has no claims against the publisher arising from them.

11. Reports, API and Conversions

The Customer receives reports on impressions, clicks and costs per campaign, creative, publisher, website and ad slot, in the user interface and via an API. For the API, it issues access keys with restricted permissions and keeps them secret; event notifications (webhooks) are sent to the addresses it specifies. On a click, the Operator appends the click identifier wm_klick to the destination URL; the Customer can use it to report a result (conversion) from its page. The Operator stores the identifier for 90 days. The Customer does not receive data about individual readers. It uses the click identifier only to attribute its results and does not attempt to identify readers or create profiles.

12. Availability and Liability

The Operator endeavors to ensure high availability. Excluded are announced maintenance and disruptions for which the Operator is not responsible. Whether and how many ad slots are available depends on the participating publishers.

The Operator has unlimited liability for intent and gross negligence, for injury to life, body or health, and under the German Product Liability Act (Produkthaftungsgesetz). In the case of slight negligence, it is liable only for breach of a material contractual obligation, limited to the foreseeable damage typical for the contract, and at most to the amounts the Customer paid in the twelve months before the event giving rise to the damage. The Operator is not liable for the Customer's creatives and destinations or for third-party claims arising from them.

13. Term and Termination

The contract runs for an indefinite period and may be terminated by either party at any time in text form. Running campaigns end when the termination takes effect; the Operator refunds remaining credit in accordance with Section 9. The right to terminate for good cause remains unaffected; good cause exists for the Operator in particular if the Customer repeatedly uploads unlawful creatives, has provided false company details or misuses the counting. In this case, the Operator may block the account immediately.

14. Data Protection

The Operator processes the account details in accordance with its privacy policy. Ads are served and counted without reference to individual readers and without cookies.

15. Amendments and Final Provisions

The Operator may amend these terms with effect for the future and gives notice of amendments at least six weeks in advance in text form. If the Customer does not object by the time they take effect, they are deemed accepted; the Operator points this out in the notice. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is Munich, provided the Customer is a merchant (Kaufmann). Should any provision be invalid, the remainder of the contract remains valid.