§ 1 Scope
- These conditions for participation apply to the registered user (hereinafter referred to as affiliate or partner) and memtime GmbH (hereinafter referred to as memtime). Together, memtime and the affiliate may also be referred to as “parties”.
- The conditions of participation are directed towards companies and consumers as long as they are at least 18 years old and legally competent, within the meaning of the German Civil Code (BGB). We want to remind you that the income generated by the programme must be tax deductible and that you bear full responsibility regarding this.
§ 2 Object of the agreement
- The object of this agreement is to participate in the affiliate programme, to increase the sales of memtime products through the memtime website. Participation in the partner programme is free for the affiliate.
- For advertising and successful mediation of transactions (e.g. subscriptions), the partner receives a commission that depends on the selected contract of the mediated end customer.
- The partner programme does not establish any other contractual relationship between the parties beyond this agreement.
§ 3 Advertising tools and online advertising media
- An advertising tool allows for a reference between the online advertising medium of the affiliate and memtime using a hyperlink, via which visitors of the affiliate’s website, who click on the respective advertising medium, can access memtime’s website.
- The formats and configuration of the advertising tools are solely defined and provided by memtime and may not be changed.
§ 4 Registration/Conclusion of the contract
- Using our affiliate network is only possible after previous registration on our website. When registering, the affiliate agrees to these conditions. A contract can only come into being if memtime accepts the affiliate's registration by emailing the affiliate a personal affiliate code.
- Data provided when registering must be truthful. In case the information changes, the affiliate is obligated to adjust the entered information immediately. If incorrect information is entered when registering or one fails to correct it, the affiliate may be excluded from using the affiliate programme.
- We do not guarantee that you will be able to participate in the affiliate programme and conclude a contract with memtime. memtime reserves the right to reject individual partners at any time without providing reasons. In particular, memtime reserves the right to terminate already activated partners at any time without observing a notice period. Existing claims of the affiliate are retained in this case.
§ 5 Commission
- The affiliate receives a performance-based commission from memtime.
- The right to payment of the compensation arises under the following conditions:
2.1. through the advertising activity performed by the affiliate, a paid memtime contract of an end customer with memtime materialises,
2.2. sales have been tracked by memtime (using the partner’s affiliate code),
2.3. sales have been released and confirmed by memtime and
2.4. There has been no abuse within the meaning of § 8 of these conditions of participation.
- A sale is deemed a complete order made by an end customer on the memtime website, which has also been fully paid for by the end customer. Reversed transactions – for whatever reason – are not deemed sales if the end customer has not paid or any payments made by him are reimbursed. Furthermore, the end customer must be an active client with us for a specified amount of time, depending on the respective commission model (minimum customer loyalty). Orders made by the affiliate himself, his relatives or employees of memtime, or rather memtime GmbH, are not liable for payment.
- The compensation level depends on the contractual tariff chosen by the end customer and the partner level of the affiliate.
- All indicated commissions are net and will be paid plus VAT. The affiliate is solely responsible for the taxation of income and the payment of social security contributions. For any additional claims of a public authority resulting from false information of the partner, memtime will refund reclaims.
- Only the first contract concluded by the end customer is compensated. The claim expires if this contract does not correspond to the assumed minimum customer loyalty.
6.1. If the contract chosen by the end customer is set higher during the period of minimum customer loyalty using an upgrade, a payout will occur, but on the terms of the first concluded contract.
6.2. If the contract chosen by the end customer is set lower during the period of minimum customer loyalty using a downgrade, a pay-out will take place, but on the terms of the downgraded contract.
- The right to receive a commission expires after one year.
§ 6 Settlement
- Provided that the affiliate has successfully mediated, he is entitled to a claim for payment as part of an advertising cost reimbursement. The created credit note is emailed to the affiliate’s email address as a PDF. This settlement must immediately be verified. If there are any objections to a settlement, they must be asserted to memtime in writing within four weeks. After this deadline expires, the settlement will be accepted as correct.
- Compensation claims become due for payment one month after the minimum customer loyalty period expires.
- Payment occurs through a bank transfer with a debt-discharging effect to the indicated bank account specified during registration. The affiliate will bear any fees (e.g., for bank accounts abroad).
- Settlements are calculated on the 20th of the month and paid within 14 days.
§ 7 memtime’s responsibilities
- memtime grants the affiliate access to a selection of advertising tools (e.g., ad banners, links and images) at its own discretion.
- memtime will track subscriptions that are the result of the affiliate code in an appropriate manner and will assign them to the affiliate’s account.
- memtime, at its own discretion, operates the memtime website and its services, such as product data provision, within the scope of the available technical capabilities. memtime does not guarantee error- and/or interruption-free availability of the website. The quality and correctness of the products and advertising tools offered on the memtime website are at memtime’s sole discretion.
- memtime commits itself to pay the remuneration according to the participation conditions specified under § 5.
§ 8 Rights and obligations of the affiliate
- The affiliate may only integrate the advertising tools into his partner's websites. It is strictly prohibited to make changes to the advertising tools. The advertising tools may only be used for the purposes specified in this contract.
- The affiliate himself is responsible for the content and ongoing operation of his partner website. During the term of this contract, it is prohibited to place content that violates any applicable law, the good customs or rights of third parties, and/or is likely to harm memtime’s reputation. memtime has the right but is not obligated to investigate partner websites. It is expressly prohibited to spread content that constitutes, relates or includes
2.2. glorification of violence and extremism of any kind,
2.3. calls and incitement to crime and/or violation of the law, threats to life, limb or property,
2.4. smear campaigns against people or companies,
2.5. privacy infringing statements, defamation and slander by users and third parties, as well as violations of the fair trading law,
2.6. copyright infringing content or other infringement of intellectual property rights or
2.7. sexual harassment of users and third parties.
Such content may not be integrated into the affiliate website itself nor be linked from the affiliate website to related content on other websites.
- Any form of abuse, i.e. leads and/or sales generation through unfair methods or improper means that violate any applicable law and/or these conditions, is prohibited. It is expressly prohibited to attempt to generate leads and/or sales or ensure the assignment of sales to the partner, by yourself or through a third party, through one or more of the following practices:
3.1. Misrepresentation of sales, which in reality did not take place, e.g. through unauthorised indication of external data or indication of false or non-existent data when ordering goods on our website,
3.2. Use of advertising methods that enable tracking but do not display the advertising medium in perceptible form or the specified form and/or size,
3.3. Cookie dropping: cookies may not be directly set when visiting the webpage; only if the user of the partner website previously voluntarily and consciously clicked on the advertising material,
3.4. Other forms of affiliate fraud (in particular cookie spamming, forced clicks, and affiliate hopping), as well as the use of layers, add-ons, iFrames and postview technology to increase leads,
3.5. Use of memtime’s or third parties’ legally protected terms, in particular trademarks, for example, in search engines, for advertisements or advertising of the partner website, without the express prior written consent of memtime. In particular, providing websites on the internet is prohibited, which will likely lead to confusion with memtime or products offered by memtime. Expressly, the affiliate is not permitted to copy the memtime website, landing pages or other parts of memtime, or to adopt graphs, texts or other content. Any impression suggesting that the partner website is a memtime project or that your operator is economically related to memtime in some way that goes beyond the partner programme and this contract must be avoided. Any use of material or content from the memtime website, as well as memtime logos and brands, by the partner, requires the prior written approval of memtime.
- It is also obligatory to operate the partner website in compliance with the applicable law and specifically to provide proper company information.
- Email advertising that contains advertising material or in some way advertises for memtime may only occur if previously released by memtime, and if all addressees gave their explicit consent for advertisements by email and verification of the email address was performed and documented by a double-opt-in procedure.
- Furthermore, all advertising material must be removed immediately, if requested by memtime.
- It is mandatory to refrain from electronic attacks of any kind on the memtime tracking system and/or memtime websites. In particular, electronic attacks are defined as attempts made to overcome or circumvent the security mechanisms of the tracking system or to incapacitate them otherwise, using computer programmes enabling automatic data readouts, using and/or circulating viruses, worms, trojans, brute force attacks, spam or using other links, programmes or procedures that are suited to damage the tracking system, the partner programme or individual users of the partner programme.
- Furthermore, it is prohibited to pass on commissions paid by memtime in whole or part to the end customer.
§ 9 Autonomy of the contract partner
- Participation in the memtime affiliate programme does not create a joint company or community, employment contract, or any agency agreement. memtime’s webpages and those of the advertiser are operated independently.
§ 10 Liability
memtime is liable without limitation for intent, fraud and gross negligence, also in the event of any personal injury.
memtime is liable for damages in the case of a slightly negligent breach of a contractual obligation (cardinal obligation), limited to the amount of damage foreseeable and typical for the contract. In this case, memtime shall not be liable for lost profits, indirect damages, subsequent damages and claims of third parties. For the purposes of this regulation, cardinal obligations comprise obligations, the fulfilment of which enables the proper execution of the contract in the first place, in addition to the primary contractual obligations.
Further liability of memtime does not exist.
This limitation of liability also applies to the personal liability of employees, representatives and organs of memtime.
§ 11 Right of exemption/contractual penalty
In the event of claims for alleged or actual legal violations and/or infringement of third-party rights through acts undertaken by the partner in connection with the affiliate programme, memtime and all employees shall be exempt from any third-party claims. The affiliate will reimburse all costs resulting from such a third-party claim. The recoverable costs also include the costs of an appropriate legal defence.
Should the affiliate breach one of the abuse regulations according to § 8 of these participation conditions, he is obliged to pay a contractual penalty that is to be determined by memtime at its reasonable discretion and reviewed by a court in case of a dispute. Further claims for damages remain unaffected by this regulation.
§ 12 Data protection
- memtime agrees to observe and comply with the applicable data protection regulations of the GDPR.
- memtime will only collect personal information for the contract and legitimate commercial interests.
§ 13 Contract period and contract termination
- The contract runs indefinitely and may be terminated by either party without observing a notice period and without specifying a reason.
- Furthermore, the parties' right to an extraordinary termination of the contractual relationship for severe reasons remains unaffected.
- Termination may occur via email. memtime may also declare termination by restricting access to the customer account. The partner may also declare termination by deleting the customer's account. The contract will be terminated upon receipt of the termination.
- After the termination of the contract, we remove all advertising tools and other links and content from the partner website. This includes websites or other advertising media where the advertising tools or links were integrated without authorisation.
- Leads and/or sales generated after the termination of the contract do not result in any payment obligation.
§ 14 Concluding provisions
- If the contract includes ineffective provisions, the validity of the contract remains unaffected.
- memtime reserves the right to alter these conditions of participation at any time. Partners are informed about any changes by email. If the affiliate does not agree with the changes, he is entitled to notify memtime of this within four weeks of receipt of the change announcement. In this case, memtime reserves a special right of termination. If such an objection does not occur within this period, the changes are regarded as approved and will come into force at the end of the deadline.
- For this contract, only German law is applicable.
- If the partner is a merchant, a legal entity under public law or a special fund under public law, Munich shall be the place of jurisdiction for all disputes arising out of or in connection with contracts between memtime and the partner.