GENERAL TERMS AND CONDITIONS (GC) FOR TEXTADS
1. SUBJECT MATTER AND SCOPE
These General Terms and Conditions (“GTC”) apply to all business relationships between airtango media GmbH (hereinafter “airtango media”) and advertisers (“Customers”) in connection with the publication of banner advertisements (hereinafter “TextAds”) on the advertising spaces operated by airtango media on screens in airtango Instore TV. The offer is fundamentally aimed at tradespeople and is generally processed via the payment service provider Digistore24. The prices shown on the booking screen are therefore always net prices.
2. CONCLUSION OF CONTRACT / TERMS OF SALE
2.1 A booking (order) of TextAd constitutes an offer by the customer to airtango media to conclude a sales contract. After selecting the range (location, radius, number of insertions) and accepting the design of the TextAd as well as these General Terms and Conditions (in each case by actively checking the appropriate box), the customer shall submit his binding offer by clicking on the “SUBMIT BOOKING” button.
airtango media confirms an order for the delivery of TextAd by sending an order confirmation. A contract of sale for the provision of TextAd services is concluded when airtango media (premium partner/powerseller) or the payment service provider Digistore24 confirms the purchase with an additional e-mail.
The booking is billed by Digistore24 on the basis of the booking parameters entered. This includes the basic scope of services and the circumstances of the contract terms tailored to each individual case. The general terms and conditions of Digistore24 can be found at: www.digistore24.com/page/terms.
2.2 Should the customer be an advertising agency or advertising intermediary, airtango media will only conclude the contract with the latter if the customer for whom the advertising agency or advertising intermediary is placing the TextAd with airtango media is named to airtango media. airtango media is in any case entitled to demand proof of its commissioning from the advertising agency or advertising intermediary.
2.3 In the event that airtango media rejects a customer’s offer to conclude a contract via TextAd, airtango media shall inform the respective customer of this immediately by e-mail.
2.4. airtango media shall also be entitled at any time to conclude contracts, e.g., also via TextAd, with competitors of the customer or the advertising agent.
3. OBLIGATIONS OF AIRTANGO MEDIA
3.1. Subject to the conditions of these GTC, airtango media undertakes to place the TextAd material designated for publication by the customer in the respective individual contract and generated in the booking platform on the TV screens of airtango Instore TV for the contractually agreed duration. As soon as the invoice has been paid, the TextAd will be activated for the agreed duration, marked as an ad, and displayed in the rotation system.
3.2. airtango media is not obligated to create graphics or advertising copy for the customer.
3.3 Due to the current state of technology in the area of the Internet and digital advertising playout, services provided via the Internet may not always be error-free, may not always be uninterrupted and/or may not always be available without disruption. All services offered, which are based on delivery via the Internet, may be impaired in particular by technical circumstances, performance and/or connection failures, hardware and software errors, as well as effects of third parties whose actions cannot be attributed to airtango media (e.g., through viruses or services attacks). The parties therefore agree that interruptions and/or disruptions in the provision of services due to such causes, for which airtango media is not responsible, shall not give rise to any rights on the part of the customer.
4. OBLIGATIONS OF THE CUSTOMER
4.1 The customer has a general obligation to refrain from misusing the services offered by airtango media, in particular by engaging in illegal activities. In particular, he/she is obligated to ensure that the material intended and provided by him/her for publication in TextAd does not contain any content or hyperlinks to content that is pornographic within the meaning of § 184 of the German Penal Code (StGB) or writings that are harmful to minors within the meaning of §§ 1, 6, 21 GiS, which incite racial hatred within the meaning of §§ 86, 131 of the German Criminal Code (StGB), glorify or trivialize violence, glorify war, promote a terrorist organisation, incite a criminal act, contain defamatory statements, may damage the reputation of airtango media or contain any other illegal content.
4.2 The customer shall ensure and warrant that the TextAd created and commissioned by him and its contents are free of third-party rights that conflict with contractual use, and also that they do not violate any other third-party rights. This refers in particular to the fact that the customer is entitled to the rights of use of the material intended and provided for publication which are necessary according to this contract for the respective intended use.
4.3 The Customer shall ensure and warrant that it is entitled to use any hyperlinks that may be associated with its material.
4.4 The customer undertakes to ensure that the material is suitable for the agreed purposes, in particular for screen display in the appropriate environment and in the type, file format and size agreed in the invoice.
4.5 If the customer fails to perform its duties to cooperate in whole or in part, airtango media’s obligation to perform those services which cannot be performed without the customer’s duties to cooperate, or which can only be performed at disproportionate additional expense, shall be suspended for the duration of the failure to perform. Legal rights of termination or withdrawal on the part of airtango media shall remain unaffected in any case.
5. REJECTION/DEFERRAL OF PUBLICATIONS BY TEXTAD
5.1 airtango media is entitled to reject TextAd material intended and provided by the customer for publication if it contains illegal content within the meaning of Item 4.2 or infringes the rights of third parties within the meaning of Item 4.3. Likewise, airtango media is entitled to temporarily or permanently suspend publication of the material within the scope of the TextAd under the aforementioned conditions.
5.2 If there is a justified suspicion that the material provided by the customer has illegal content within the meaning of Item 4.2 or infringes the rights of third parties within the meaning of Item 4.3, airtango media shall also have the right to reject such material or to interrupt the TextAd until a statement has been made by the customer and the matter has been clarified, or until the customer succeeds in removing the suspicion. Reasonable suspicion in this sense shall exist in particular if such suspicion can be inferred from official (e.g. police) proceedings or from criminal investigation proceedings, or if there are comprehensible indications that such proceedings will soon be initiated. airtango media shall notify the customer of the rejection or suspension of the TextAd without delay, stating the reasons.
5.3 The above paragraphs 5.1 and 5.2 shall also apply accordingly if the TextAd material intended for publication and provided by the customer contains hyperlinks to illegal and immoral content within the meaning of Item 4.2 or to content within the meaning of Item 4.3 that violates the rights of third parties.
5.4. airtango media shall have the right to postpone an agreed date for the publication of a TextAd or to cancel it altogether if a service within the framework of which the publication is to take place is not offered on the agreed date or if technical circumstances caused by the medium of the Internet prevent publication on the agreed date, provided that airtango media is not responsible for the reasons for the hindrance. Should it be possible to postpone the date to a later date, airtango media shall take into consideration the interests of the customer known to it, insofar as this is possible and reasonable for it.
5.5. airtango media further reserves the right to reject certain forms of TextAd due to their content on the basis of uniform objectively justified principles if their placement is unreasonable for airtango media.
6. REMUNERATION AND PAYMENT MODALITIES
The remuneration to be paid by the customer for the services provided by airtango media results from the respective individually agreed contractual/order relationship between airtango media /Digistore24 and the customer. The amount is always to be paid in full in advance. Customers who are listed as Powersellers of the Premium Partners and who have been contractually granted the right to pay on account are exempt from this requirement.
7. INDEMNIFICATION FROM THIRD-PARTY CLAIMS
Insofar as airtango media is exposed to claims by third parties on account of an infringement of industrial property rights, copyrights or other rights due to the contractual use of the material intended and made available by the customer of a respective individual contract for publication in TextAd, the customer undertakes to indemnify airtango media from these claims as well as from the reasonable costs of a legal dispute and of legal defense. This indemnification obligation shall not apply if the customer is not responsible for the infringement of third-party rights. Possible claims for damages due to further damages remain unaffected.
airtango media shall be liable to the customer for all damages arising, whether from breach of contract or tort, only in accordance with the following provisions:
8.1 In the event of intent, claims under the Product Liability Act, and injury to life or limb, airtango media shall be liable in accordance with the statutory provisions.
8.2 In the event of gross negligence, airtango media’s liability shall be limited to compensation for typical foreseeable damage.
8.3 In the case of simple negligence, airtango media shall only be liable if an essential contractual obligation has been violated or in the case of delay or impossibility. In these cases, liability shall be limited to the typical foreseeable damage.
8.4 In the case of strict liability for warranted characteristics, initial impossibility as well as impossibility occurring during the delay, the liability of airtango media shall also be limited to the typical foreseeable damage.
9. DATA PROTECTION
The customer undertakes to comply with all relevant data protection regulations. In addition, the customer shall also obligate all employees and subcontractors employed by it within the scope of the business relationship with airtango media to comply with the provisions of data protection law.
10. FORCE MAJEURE
airtango media shall be released from its obligation to perform in cases of force majeure. Force majeure shall be all unforeseen events whose effects on the performance of the contract are not the responsibility of either party. These events include, in particular, industrial action, also in companies, interruptions in the power supply, war, riots, forces of nature, fire, pandemics, sabotage by third parties, official measures or similar.
All claims of the customer against airtango media arising from the contractual relationship with airtango media shall become statute-barred within 3 years.
12.1 These General Terms and Conditions and all individual contracts concluded between airtango media and the customer shall be subject to German law. Insofar as the customers are merchants, the place of jurisdiction for all disputes arising from these General Terms and Conditions or the respective individual contracts shall be Crailsheim.
12.2 All agreements made at the time of the conclusion of the contract which deviate from the provisions of these General Terms and Conditions must be made in writing in order to be legally effective.
12.3. airtango media shall provide its services exclusively on the basis of these General Terms and Conditions and the respective individual contracts. General terms and conditions of business of the customer or other third parties shall not apply even if airtango media does not expressly object to them and/or provides its services without objection.
12.4 The customer shall only be entitled to assign claims arising from his contractual relationship with airtango media with the prior written consent of airtango media.
12.5 Should any provision of these General Terms and Conditions be invalid or unenforceable, this shall not affect the remaining provisions.