Publisher General Terms and Conditions
SponsorPay GmbH
§ 1 Introduction
1.1 The following terms and conditions (“T&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 collectively 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 SponsorPay 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
selected 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 submitting 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 Site 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 Registration
2.1 A publisher of a website can become a Publisher by registering an account with SponsorPay
on SponsorPay’s 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 “Publisher 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 Publisher 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
acceptance 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 Offer.
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
Platform or prevent others from using the Advertising Platform.
2.7 SponsorPay reserves the right, but shall have no obligation, to review the Publisher’s 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 any applicable law, regulation,
administrative or governmental request.
§ 3 Implementation
3.1 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 Advertisements. The Publisher is advised to regularly check the
instructions published on SponsorPay’s 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 The 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 SponsorPay’s prior
written consent.
3.5 The Advertisements 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 Advertisements are provided by SponsorPay.
§ 4 Publisher Site and Promotion of it
4.1 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 offending 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 use 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 reasonable 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, 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.
 Content 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, gambling, stalking, spying
on trade secrets.
 Content which is racist, offensive, vulgar, molesting, insulting, threatening, obscene,
hateful, invasive of another person’s privacy, defaming, libellous, politically extremist,
religious, violent, sexist, erotic, or otherwise harmful to underage persons, 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 form 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 search 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; Backups
5.1 SponsorPay takes reasonable measures to protect its systems against viruses, spyware and
other 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. It is the Publisher’s 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 measures to protect their systems.
5.2 Unauthorized third parties may send e-mails under the name of SponsorPay, without
SponsorPay’s 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


behaviour. The Publisher shall, therefore, recommend its users to check all incoming e-mail
for Malicious Code prior to opening them.
§ 6 Incentive System; Credits
6.1 The Publisher shall establish and maintain, at its sole expense, an Incentive System. The
Incentive System shall be designed in a way which encourages 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. 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
Advertiser’s interests (such as false entries or multiple participation by the same individual).
6.2 SponsorPay shall provide the Publisher with access to an interface which provides all
relevant information about the actions performed by the users of the Publisher Site
(“Credits”). The Publisher shall transmit to SponsorPay the User ID, and SponsorPay shall
transmit information once there is an action according to Sect. 6.1 attributable to such User
ID. The Publisher, through the Incentive System, shall then credit the account of the
respective user through the Incentive System. No data allowing identification of an individual
shall be transmitted from the Publisher to SponsorPay.
6.3 The establishing, operating and maintaining of the Incentive System is solely the
responsibility of the Publisher. The Publisher shall seek all permits which might be required
to implement the Incentive System.
6.4 SponsorPay shall be under no obligation to verify, monitor, or approve of the Incentive
System.
§ 7 Consideration
7.1 SponsorPay shall pay the Publisher a share of the “Net Revenue of Attributable
Advertising” for Advertisements actually delivered by the Publisher.
7.2 Net Revenue of Attributable Advertising means gross revenues billed for Advertisements and
actually credited to SponsorPay less “Costs”. Costs refer to the credit card processing fees,
as well as other payment processing fees, payable by SponsorPay to third parties.
7.3 In case SponsorPay is obliged to pay back monies already collected to Advertisers, banks,
or payment providers, such monies are deductable in the month they are paid back. The
same applies in respect of monies paid back to Advertisers, banks, or payment providers in
the event that SponsorPay agrees to do so on a bona fide basis to settle a dispute, unless
such settlement is not reasonable, and the Publisher contradicts in writing within 10 business
days upon being informed. Circumstances which oblige SponsorPayto pay back monies to
Advertisers include alleged abuse (see § 19 for examples) or other instances of fraud for
which SponsorPay is not responsible, as well as refunds. Circumstances which oblige
SponsorPay to pay back monies to payment providers or banks include credit card or debit
card fraud committed by Advertisers or their agents, and “Chargebacks”. Chargebacks
mean any credit or debit card transactions that are returned for reimbursement of the
cardholder’s account for any reason.


7.4 The Publisher shall be solely responsible for the payment of, and shall pay when due and
indemnify SponsorPay against, all applicable taxes, including any VAT and other sales, use,
excise or transfer taxes and other taxes associated with payments to Publisher under the
Agreement (except for taxes assessed on SponsorPay’s net income).
7.5 The payment is due and payable within fifteen (15) working days after the end of each
calendar month.
7.6 In case the balance of amounts payable to the Publisher is less than two hundred euro
(€200.00), the balance will be carried forward to the following calendar month until (i) the
balance of amounts due equals or exceeds two hundred euro (€200.00),(ii) the Agreement is
terminated (see § 10) or (iii) SponsorPay ceases the operation of the Advertising Platform
(Sect. 9.4). In case of a termination by SponsorPay for cause, a portion of the balance
forfeits (see Sect. 10.7).
7.7 SponsorPay’s standard revenue share at the time the Advertisement is running will apply,
unless otherwise agreed upon between the parties in writing.
§ 8 Content of Advertisements
8.1 SponsorPay does not allow Advertisers to transmit any Advertisement through the
Advertising Platform to the Publisher that is unlawful, defamatory, libellous, harassing,
abusive, fraudulent or obscene, or to link their Advertisements to such content. Upon being
informed thereof, SponsorPay shall promptly remove any Advertisement containing such
content. The Publisher does not have any other claims against SponsorPay. The Publisher
acknowledges that SponsorPay does not constantly control all Advertisements and the
respective links, as Advertisers have the possibility to upload Advertisements.
8.2 The Publisher can request SponsorPay to block Advertisements from a list of specified
Advertisers (“Blocked Advertisers”). Such list may be updated by the Publisher at any time.
The updated list becomes binding for SponsorPay only once the Publisher has transmitted it
to SponsorPay through electronic tools provided by SponsorPay. In the event that
Advertisements from Blocked Advertisers is displayed by the Advertising Platform on the
Publisher Site, the Publisher shall inform SponsorPay without undue delay, and provide
appropriate documentation.
8.3 SponsorPay shall use commercially reasonable efforts to block Advertisements, from the
collection of Advertisements provided to the Publisher for display on the Publisher Site, from
Blocked Domains. In addition, the Publisher can use the control application to block
Advertisements.
§ 9 Technical and Commercial Limitations; Changes; Availability
9.1 Unless otherwise provided for in these T&Cs, SponsorPay provides the Advertising Platform
through which it renders it services on an “AS IS” and “AS AVAILABLE” basis.
9.2 SponsorPay offers the Publisher use of its Advertising Platform over the Internet subject to
technical and commercial limitations as defined below.
9.3 SponsorPay may modify the Advertising Platform without prior notice. Therefore, the
Publisher is granted a right of use only for the then current version. The Publisher may
reduce or cease its use of the Advertising Platform in the event that it is modified.


9.4 SponsorPay reserves its right to cease operation of the Advertising Platform at any time,
without giving reasons or prior notice. Any balance owed to the Publisher will be paid out.
Any other claims are excluded, unless otherwise provided for in the Agreement.
9.5 SponsorPay undertakes to assure an availability of the Advertising Platform of 90% (ninety
percent) as a yearly average. Periods during which the Advertising Platform is not available
because of technical or other problems outside SponsorPay’s control (such as force majeure
or third party fault) and periods during which routine maintenance works are carried out, are
excluded from this. SponsorPay may restrict access to the Advertising Platform if required
for network security, maintenance of network integrity and the prevention of severe
malfunction of the network, the software or stored data. The Publisher’s rights in case of
intent or gross negligence remain unaffected.
§ 10 Termination
10.1 The Agreement is entered into for an unlimited period of time, unless otherwise agreed upon
between the parties.
10.2 Each party has the right to terminate the Agreement at any time with immediate effect,
unless otherwise agreed upon.
10.3 The parties remain free to terminate the Agreement for cause at any time.
10.4 In case SponsorPay is responsible for a termination of the Agreement for cause, all
outstanding amounts shall be paid out. The Publisher shall not have any other claims, unless
otherwise provided in the Agreement.
10.5 SponsorPay may terminate the Agreement in particular for, but not limited to, the following
reasons:
– The Publisher culpably breaches any legal rule, or the Agreement, and such
breach remains unremedied despite written notice (possibly via e-mail); a
written notice is not required in case of a severe contravention, i.e. when it
would be unreasonable that SponsorPay remains bound by the Agreement.
– The Publisher encourages Fraudulent Actions (as defined in § 19).
– The Publisher has not used its account for six months despite a reminder.
10.6 Cases in which it would be unreasonable for SponsorPay to remain bound by the Agreement
generally include infringements of Sect. 3.4, 4.2, 4.3, 4.4, and 4.5 of the T&Cs.
10.7 In case SponsorPay rightfully declares termination for cause, SponsorPay is entitled to
withhold 50 % percent of all consideration still payable to the Publisher as damages. The
Publisher remains free to prove that no, or only substantially lower damages, were suffered.
10.8 If there is no option to terminate the Agreement within the Advertising Platform, the
termination has to be declared in writing. A termination for cause can only be declared in
writing. E-mail is sufficient.
10.9 After the termination has come into effect, the Publisher shall stop the implementation of the
Advertisements. The Publisher shall remove all Advertisements provided by SponsorPay.
The Publisher will not earn any consideration for Advertisements displayed after the
termination has come into effect.


§ 11
Claims Based on Defects
11.1 SponsorPay grants the Publisher access to the Advertising Platform in the then current
version only (see § 9). The Publisher cannot claim that a given state or functional range is
maintained or achieved. The Publisher acknowledges that the Advertising Platform, as any
other software, can never be completely free of bugs. Therefore, the Advertising Platform
can only be considered to be defective if its usability is affected severely and for a significant
period of time. This is especially the case if the mathematical calculation or the display of
Credits (see§ 6) or the Publisher’s consideration (see § 7) is incorrect, unless the error is de
minimis.
11.2 The Publisher shall document any faults in the Advertising Platform, and report them in
writing (along with a log of the error messages displayed, if applicable). Before reporting a
potential bug, the Publisher will consult the instruction and other troubleshooting tools
provided by SponsorPay (especially frequently asked question lists, forums and boards for
troubleshooting). The Publisher will use its best efforts to support SponsorPay in any
attempts to debug.
11.3 The Publisher will notify SponsorPay of any faults, without undue delay upon discovery, in
writing (fax, letter or e-mail). To comply with this, it is sufficient that the report is sent in time.
If no notice has been given within this deadline, all claims based on such defects shall forfeit.
11.4 SponsorPay is not liable for defects caused by external influences, faulty handling, force
majeure or changes or manipulations which are not carried out by SponsorPay.
11.5 The Publisher is liable for any costs incurred by SponsorPay based on incorrect reports by
the Publisher, especially in the event that there is no defect, or the defect has been caused
by the Publisher itself.
11.6 SponsorPay does not assume any warranties.
§ 12 Indemnification
12.1 Each party agrees to indemnify and hold the other party harmless from and against any
losses, costs, liabilities and expenses, including reasonable attorneys’ fees, arising out of
any third party claims resulting from the breach of the warranties made by such party in the
Agreement.
12.2 The indemnifying party has the right, at the indemnifying party’s expense, to assume the
exclusive defense and control of any matter for which the indemnifying party is required to
indemnify the indemnified party. The indemnified party agrees to cooperate with the
indemnifying party’s defense of such claims.
§ 13 Limitation of Liability
13.1 SponsorPay is not responsible for damages, unless they are caused intentionally or by gross
negligence.
13.2 Liability for breach of a cardinal obligation or an essential obligation is limited to the damage
which could have been foreseen.
13.3 The damage which can be foreseen is limited to EUR 2,500.00 per Publisher.


13.4 The aforementioned limitation of liability also applies to the personal liability of staff,
employees, assistants, vicarious agents, contributors, representatives, organs, shareholders
of SponsorPay and their members.
13.5 The aforementioned limitations of liability determined in Sect. 13.1 to 13.4 do not apply to the
liability for personal injury of life, body, and health. The limitation of liability pursuant to Sect.
13.1 and 13.4 does not apply in case the damage is the result of a breach of a cardinal
obligation, an essential obligation or a guarantee. SponsorPay remains responsible for
product liability, and according to Sect. 44 a TKG (German Telecommunication Law).
§ 14 Data Protection
14.1 The Publisher agrees to provide Advertisers, on request, with figures regarding delivery, the
number of clicks, and other advertising-related data.
14.2 The Publisher shall store all data reported by SponsorPay through the Advertising Platform
(including user data and usage data) in conformity with all legal requirements.
14.3 The Publisher shall not transmit any personal data (i.e. data allowing identification of an
individual) to SponsorPay, unless data protection laws allow for such transmission.
14.4 The Publisher shall duly inform the users of the Publisher Site about the cooperation with
SponsorPay and its implications (Sect. 14.5 to Sect. 14.7), in a privacy policy or other
appropriate form, and seek consent, if consent is required by law for SponsorPay and/or the
Advertisers to perform the actions described in Sect. 14.5 to Sect. 14.7.
14.5 The Publisher acknowledges that SponsorPay and/or the Advertisers may store user data
and usage data, which they collect automatically or through forms filled in by the users.
14.6 The Publisher acknowledges that SponsorPay and/or the Advertisers may use such data to
optimize their offers and services, to better target users with Advertisements which better
match their interests, and for statistical purposes, market research, and the promotion of
their respective goods and services.
14.7 The Publisher acknowledges that SponsorPay and/or the Advertisers may use e-mail
addresses and other contact data submitted by the users for marketing and promotion, as far
as allowed by applicable law.
§ 15 Protection of Login Data
15.1 The Publisher shall keep all access data (login, passwords etc.) for the Advertising Platform
(“Access Data”) strictly confidential. The Publisher shall promptly inform SponsorPay in
case it learns or suspects that an unauthorized third person is in possession of the Access
Data.
15.2 In case SponsorPay has reason to believe that an unauthorized third party is in possession
of Access Data, SponsorPay may, without assuming any responsibility to do so, and always
acting in its sole discretion, change the Access Data without prior notice or block the
respective account. SponsorPay will promptly inform the Publisher and will, upon request,
communicate the new Access Data to the Publisher without undue delay. The Publisher
cannot claim to have its initial Access Data restored.
15.3 In case a third party uses, through the Publisher’s fault, the Publisher’s Access Data, the
Publisher is liable for all such actions, and for damages. In such event, all access through
the Publisher’s Access Data shall be considered as an access by the Publisher.


§ 16
Access to these T&Cs; Changes and Further Notices; Communication
16.1 Each log-in to the Advertising Platform is subject to the T&Cs. The T&Cs can be printed or
saved on storage media.
16.2 SponsorPay may make changes to these T&Cs (including amendments) at any given time,
for the future, if this should prove necessary (in particular to reflect changes in the
Advertising Platform or changes in the legal framework applicable to it, such as new
legislation or case-law) and provided the Publisher is not disadvantaged contrary to good
faith.
16.3 The Publisher will be notified of changes to the T&Cs in appropriate written form (possibly
via e-mail). SponsorPay will notify the Publisher on the Advertising Platform, or via e-mail.
Changes to the T&Cs will always be highlighted upon first login after the changes or
amendments have been made.
16.4 The Publisher may dispute changes to the T&Cs within a time period of two weeks following
receipt the notification of the changes and the possibility of taking notice thereof. It is
recommended that the Publisher submit its opposition in writing (for example via e-mail).
16.5 The changes to the T&Cs become binding in the event that the Publisher (i) does not dispute
the changes within the above-mentioned time period or (ii) continues to use the Advertising
Platform or (iii) continues to place Advertisements on the Publisher Site, after having
received the notification of the changes to the T&Cs without having disputed the changes.
16.6 SponsorPay will inform the Publisher about the possibility of disputing the changes and the
legal consequences, especially the legal consequences of a lack of opposition, when
notifying the Publisher about the changes to the T&Cs.
16.7 If the Publisher disputes the changes in time, each party may terminate the Agreement with
one month’s prior notice unless termination is possible at any time according to § 10. Until
termination, the T&Cs in their former version will govern the Publisher’s relationship with
SponsorPay. The Publisher does not have any other claims against SponsorPay.
16.8 Unless otherwise provided in the Agreement, SponsorPay will usually communicate with the
Publisher via e-mail. The Publisher shall make sure that it receives all e-mails sent by
SponsorPay to the address submitted in the Registration Form (see Sect. 2.2), or at a later
date. The Publisher will in particular configure the spam filter accordingly and regularly check
all incoming e-mail under this address. SponsorPay may choose any other appropriate
means of communication.
§ 17 Ownership of Rights
17.1 The Publisher acknowledges that by registering, it grants SponsorPay the right to name the
Publisher as a reference for SponsorPay’s services. This includes the right to use the
Publisher’s logo on SponsorPay’s websites. The Publisher may revoke this right at any time,
in writing, for any future use.
17.2 The Publisher acknowledges that SponsorPay will provide third-party Advertisements using
the Advertising Platform for display on the Publisher Site pursuant to the Agreement.
17.3 The Publisher agrees that it will use any data (including any usage data and compilations
thereof), information or software, provided by SponsorPay to the Publisher, only for the
purpose of providing and optimizing Advertisements for SponsorPay on the Publisher Site
according to the Agreement.


17.4 SponsorPay will retain all rights, title, and interests in and to the Advertising Platform (except
for any licensed content and third-party Advertisements included therein), including all data
(such as any usage data and compilations thereof), information and software related thereto.
The Publisher acknowledges that the software, information, content and data related to the
Advertising Platform (such as any usage data or compilations thereof) are protected for
SponsorPay under copyright and similar rights and may contain trade secrets or other
intellectual or industrial property owned or licensed by SponsorPay.
17.5 The Publisher agrees not to modify, alter, create or copy derivative works of the provided
data, information, content or software of the Advertising Platform. SponsorPay does not
grant to the Publisher any license, express or implied, to the intellectual or industrial property
of SponsorPay or its licensors, except for a limited right of use according to the terms and for
the duration of the Agreement.
§ 18 Non-disclosure
18.1 The parties shall keep confidential all “Confidential Information” received from the other
party or otherwise received under the Agreement.
18.2 Confidential Information shall include the Advertisements prior to publication, any data
(including any usage data and compilations thereof), information or software relating to the
Advertising Platform; and/or any other information designated in writing, or identified orally at
the time of disclosure, by the disclosing party, as “confidential”.
18.3 After and during the term of the Agreement, neither party will use for any purpose or disclose
to any third party, any Confidential Information of the other party. Any exception to this must
be obtained in advance.
18.4 The foregoing restriction does not apply to information that has been developed
independently by the receiving party without access to the other party’s Confidential
Information or has been rightfully received from a third party authorized to make such
disclosure or has been approved for release in writing by the disclosing party or has become
publicly known through no breach of this § 18 by the receiving party or is required to be
disclosed by a competent legal or governmental authority, provided that the receiving party
gives the disclosing party prompt written notice of such requirement prior to disclosure and
assists in obtaining an order to protect the information from public disclosure.
§ 19 Abuse and Fraud
19.1 SponsorPay will take reasonable measures to prevent “Fraudulent Actions”. However,
having control over the Publisher Site, the Publisher is responsible for preventing the users
of the Publisher Site from performing “Fraudulent Actions”. The Publisher will support
SponsorPay in preventing Fraudulent Actions. The Publisher warrants not to endorse or
sponsor any Fraudulent Actions.
19.2 Fraudulent Actions include, without limitation, all actions listed as Fraudulent Actions on
SponsorPay’s website or those which are performed by a bot, script, automated program or
similar device in relation to any Advertisements provided by SponsorPay. Fraudulent Actions
also include all actions generally considered fraudulent or abusive according to generally
accepted principles of online marking, such as those prohibited by the leading programs for
affiliate marketing and keyword advertising.


19.3 Fraudulent Actions include, without limitation, any third party, including, without limitation, the
users of the Publisher Site, generating queries, completing surveys, or completing referrals
through any automated means or with any false information.
19.4 The Publisher shall in particular monitor whether the Credits earned according to § 6 by
individual users are unrealistically high given such users’ general behavior on the Publisher
Site. The Publisher shall take all reasonable measures against users performing Fraudulent
Actions. Reasonable measures include monitoring and the use of appropriate technical
means.
19.5 SponsorPay will not be obligated to pay consideration to the Publisher for any Fraudulent
Actions.
§ 20 Miscellaneous
20.1 SponsorPay’s failure to act with respect to a breach by the Publisher does not waive
SponsorPay’s right to act with respect to that breach or subsequent or similar breaches. No
consent or waiver by SponsorPay under the Agreement shall be deemed effective unless
delivered in writing and signed by a duly appointed representative of SponsorPay.
20.2 All or any of SponsorPay’s rights and obligations under the Agreement may be assigned to a
subsequent owner or operator of the Advertising Platform in a merger, acquisition or sale of
all or substantially all of SponsorPay’s assets.
20.3 The Publisher must not assign or transfer the Agreement or any or all of its rights thereunder
without the prior written consent of SponsorPay.
20.4 Section headings used in the T&Cs are for convenience only and shall not affect the
interpretation of the T&Cs.
20.5 If any provision of the T&Cs shall be held by a court of competent jurisdiction to be unlawful,
void, or for any reason unenforceable, then in such jurisdiction that provision shall be
deemed severable from the T&Cs and shall not affect the validity and enforceability of the
remaining provisions.
20.6 Any changes, amendments or the abrogation of the Agreement (partly or entirely) require
written form (letter, fax or e-mail); the requirement of written form can only be waived in
written form.
20.7 The courts of Berlin, Germany, shall have exclusive jurisdiction.
20.8 The laws of the Federal Republic of Germany apply for all contracts concluded by
SponsorPay on the basis of the T&Cs and any claims arising therefrom, and for all claims
related to the use of the Advertising Platform. The application of the United Nations
Convention on Contracts for the International Sale of Goods and German International
Private Law are excluded.
20.9 The English version of these T&Cs is decisive.

Berlin, 23.07.2009
SponsorPay GmbH • Ackerstr. 14/15 • 10115 Berlin • Germany • info@sponsorpay.eu •
www.sponsorpay.eu Amtsgericht Charlottenburg: HRB 119997 B •
Managing Directors: Jan Beckers, Andreas Bodczek