Terms & Conditions
The following Terms and Conditions are made and entered into by and between Gamebassadors LLC, a company with limited liability, incorporated under United States law, acting under the trading name GB, having it’s registered place of business at 1000 N. West Street – Suite. 1501, 19899 New Castle County, Wilmington, Delaware, United States, registered under number 203834734 at the United States chamber of commerce. (hereinafter: “GB”) and the company or person that GB enters into an Agreement with GB concerning Services, (hereinafter: the “Publisher”).
These GB T&C shall apply to any and all agreements, addendums thereto, Insertions Orders and agreements made by email including the confirmation email (“Agreement(s))” entered into between Parties whether they are part of the Framework Agreement or otherwise.
Parties provide each other with the ability to make use of the Services, as defined herein, subject to Publishers compliance with these GB T&C’s. By subscribing as an Publisher, Publisher, its agents, representatives, employees and any other person acting on its behalf with respect of the use of the Service, shall be bound by- and agrees to be bound by these GB T&C.
Article 1 – Definitions
Advertiser: means a game developer or other company or person that wishes to advertise a game and who is accepted as advertiser by GB in the Advertiser Network of GB.
Advertiser Portfolio: network of accepted Advertisers that have the rights to Games which the Advertisers want to advertise in order to create Traffic and Conversions.
Medium: platform, website, channel or other medium.
Publisher Service: The posting/placing and maintaining of Ads provided by GB and according to the instruction of GB for distribution on Publisher’s Mediums and in the Publisher Network, with the purpose of creating Traffic and Conversions.
GB Service: GB shall offer Ads relating to Games from Advertisers to the Publisher with the purpose of creating Traffic and leading visitors to the Landing Page.
1.1 Ads: Email, static ads, interactive ads, video ads, buttons, pop-ups, pop-unders, co-registrations, lead-generations, hypertext or other links, widgets, works of authorship, video ads, content scripts, ad tags, tracking url, site skins, promotional- and other advertising material and any kind of commercial-, sponsored- or other content.
1.2 Artificial Traffic: Also known as fraudulent traffic, is a collective term for invalid Conversions, which may originate (for example without limitation) from automatic openings, spiders, bots, requests in email or chat rooms, script generators, placing links on other websites than informed, traffic which are not generated by a browser or active human visitor and traffic which is not preceded by an active act of a visitor who wants to reach a certain website or traffic source.
1.3 Conversion: Conversion: is an action on which the commercial deal is based, for example, the commercial deal can be based on following formats CPM, CPA, CPC, CPL, CPD, CPPU, CPAU, CPI, conversion is respectively mille/per thousand, per action, per click, per lead, per download, per paying user, per active user and per install.
1.4 CPA: Cost Per Action. This is the payment model following which the advertiser pays for a specific action, namely registration. CPA is sometimes also referred to as CPL. The action is registration or another action as described in the Agreement.
1.5 CPAU: Cost Per Active User: This is the payment model following which the advertiser pays for an active user.
1.6 CPC: Cost Per Click. This is the payment model following which the advertiser pays for each time a visitor Clicks on an Ad.
1.7 CPD: Cost Per Download. This is the payment model following which the advertiser pays for a Offer download.
1.8 CPL: Cost Per Lead. See CPA.
1.9 CPM: Cost Per Mille. This is the payment model following which the advertiser pays for 1000 (thousand) impressions (number of times an Ad is been seen by visitors).
1.10 CPPU: Cost Per Paying User: This is the payment model following which the advertiser pays for a paying user.
1.11 CPI: Cost Per Install
1.12 Offer: Offer listed in the Insertion Order in the Offers and specifications table, also referred to as campaign name/title.
1.13 Landing Page: the Provided URL in combination with the Tracking Code is the Offer registration page where visitors are able to sign up and or download the app included in the Offer.
1.14 Provided URL: unique URL provided by the Advertiser to GB which is relating to an Offer and specific to GB.
1.15 Publisher: company or person which is a media partner of GB.
1.16 Service: Targeting by GB of a visitor in order to generate Conversions and collecting data to optimize targeting and effectuate the advertisement campaign in a positive manner by means of (without limitation) distributing Ads provided by Advertiser, amongst GB’s portfolio of internal and external traffic partners.
1.17 Country: countries/regions defined and specified in the Insertion Order where the Offer is advertised/shown/displayed.
1.18 Tracking Code: code provided by GB to Advertiser, based on the Provided URL to be embedded onto the Landing Page so that conversions are measured.
1.19 DOI: Double opt in
1.20 SOI: Single opt in
1.21 GB Statistics: interpretation of collected data, at the sole discretion of GB, on the basis of the Data Points and an unique system from GB to identify a visitor/conversion.
1.22 Insertion Order: written agreement relating to the advertisement of an Offer specifying the specifics of a campaign.
1.23 Derivative URL: URL generated by the GB system, distributed to Publisher as a link or embedded in code related to an Ad.
Article 2. The GB Service
2.1 From the Effective Date (date of execution of the Framework Agreement or specific Agreement, Parties agree to accept and to provide the Services. However, the GB Service shall only be rendered if and when the Publisher is accepted by GB. GB may deny acceptance of an publisher for any reason and is not obligated to inform the Publisher of the reason of rejection.
2.2 Publisher receives the Derivative URL “as is” and Publisher is not allowed to amend or change this Derivative URL. GB is not liable with regards to any missed income and/or other costs or damages resulting from an amendment or change to the Derivative URL by or through Publisher or another third Party.
2.3 The GB Service: GB provides Publisher with the ability to place, distribute and/or promote Ads in for distribution purposes, relating to Games from Advertisers in the GB Advertisers Portfolio.
The GB Service is provided to Publisher under the condition that Publisher complies with these GB T&Cs, the applicable Agreement and under the requirement that the GB Statistics are leading at all times.
GB will collect all amounts due arising from the Services and will pay these amounts to the Publisher in accordance with Article 5 of these GB T&Cs.
GB undertakes to monitor and register the Traffic generated on the Mediums of the Publishers.
The GB Service may be modified, amended, changed or terminated by GB for practical reasons at any time upon written notice (including email) to the Publisher. In the event that the Publisher does not accept the modifications, amendments and/or changes the Publisher shall immediately cease to use the Service and will immediately notify GB.
2.3 Without wishing to make any limitation, GB has the right to suspend the GB Service, for example, in the event that one of the following situations occurs for at least the duration of this situation:
a) Information is not properly provided to GB.
b) The Publisher’s company name, VAT number, address and contact persons are not filled out properly in an Agreement.
c) The Agreement is not filled out properly and/or the Agreement is not signed by an authorized person.
d) Somehow Ads are not placed adequately by Publisher.
e) Mediums used by the Publisher or Ads thereon are not in line with applicable laws or regulations and/or restrictions of the capaign.
Following any of the foregoing situations, GB reserves the right to immediately suspend the disbursement of revenue statements and suspend payment and/or withhold payment with retroactive force from the date on which the hereunder described situation first occurred.
2.4. The Publisher Service: Publisher’s obligations consist of distributing Ads provided by GB on its Mediums and within the Publisher Network in accordance with these GB T&C and the applicable Agreement, the applicable Insertion Order and, if provided to him, the Publisher Implementation Guide.
Payment by GB for the Publisher Service is due under the Conversion agreed upon in if applicable the Insertion order and/or relevant Agreement relating to the specific Game under the requirement that the GB Statistics are leading at all times.
Article 3. Security
3.1 Artificial Traffic is strictly prohibited.
GB keeps multi-level fraud detection on Artificial Traffic. As soon as Artificial Traffic has been detected by GB’s fraud detection, GB will have the right to suspend Publisher from the GB Service and contact him by mail. If however Publisher detects Artificial Traffic, Publisher should notice GB by mail immediately.
3.2 Publisher may not in any way generate or contribute to generating Artificial Traffic to any (linked) websites in any manner. The Publisher will be liable for damages and/or costs as a result of his involvement with Artificial Traffic. GB reserves the right to terminate the Agreement immediately in the event that it suspects Publisher’s involvement in Artificial Traffic, without any obligation to pay for costs and/or damages resulting from this early termination. In the event that a third party, including an advertiser, a government or governmental body, (attempts to) submit(s) a claim with GB relating to Artificial Traffic, Publisher hereby agrees that it will indemnify GB and will hold GB harmless against such claim.
3.3 The Publisher agrees to notify GB immediately of any known or suspected improper or wrongful use of the GB and the Portfolio of Advertisers related website and/or service in any way whatsoever.
Article 4. Payment Conditions
4.1 Revenue statements are sent and payments are done by GB on the basis of the GB Statistics.
4.2 In the event that Publisher wants to dispute the correctness of a revenue statement, this must be done immediately upon receipt of the revenue statement but in no event later that within 5 days after the revenue statement date. If no disputes are made by Publisher regarding the revenue statement within 5 days, the revenue statement will be deemed to be accepted by Publisher.
4.3 The quality of the GB Service in a subjective sense and the fact that the revenue statement is based on the GB Statistics, will never give rise to a dispute.
4.4 The conditions of payment of fees as reflected in these GB T&C to the Publisher shall apply at all times. The Publisher agrees to “self-billing”, which means that GB will create the revenue statement, which will be used as (credit) invoice. Amounts on the revenue statement are in first instance excluding VAT which is thereafter specified and added to the amounts due.
4.5 Publisher shall receive payment of fees per Conversion as agreed between Parties and as reflected on the revenue statement.
4.6 Payment of fees to the Publisher will be made periodically in arrears provided that the Publisher has generated valid Conversions and that GB has received payment from the Advertiser regarding the Game.
4.7 In the event that the payment of fees reflected on the revenue statement constitutes (i) EUR/USD 50,- or more with regard to paypal payments and (ii) EUR/USD200,- or more with regard to bank account payments, the payments will be made within 30 days after the revenue statement date. In the event that the amount reflected on the revenue statement is less than EUR/USD 50,- respectively less than EUR/USD 200,-, payment will not be made, however the reflected amount will be added to the first following revenue statement. It is the Publishers obligation to specify the correct payment details (such as name and branch of the bank, sort code of the branch and the Publishers account number). In the event that GB has not received these payment details on time or accurately or at all, payment may not be made on time or respectively at all.
4.8 GB reserves the right to pause, suspend or terminate the campaign with immediate effect if it has an indication that there will be an over delivery.
4.9 If Publisher believes there is a negative Traffic discrepancy of greater than 10%, Publisher must address this issue immediately and in any event no later than 5 (five) days of the revenue statement date. If such an issue is not addressed within 5 days, the revenue statement will be deemed to be correct. In the event that the Publisher has addressed the issue within 5 days, GB will investigate the statistics. GB shall pay the amount stated on the revenue statement or any lower amount due to the discrepancy. In the event that the GB Statistics display that an amount is due to Publisher that is higher than the revenue statement, the additional amount due will be added to the first following revenue statement.
Article 5. Pre-payment
5.1 In the event that Parties have agreed on a prepayment, the following applies:
Any prepayment done to Publisher by GB shall have the consequence that: (i) in the event of a pre-payment for a specific Game, the campaign for the Game will start immediately or as soon as possible after receipt of the pre-payment; (ii) in the event of a prepayment for a specific Game, GB has the right to demand a total refund of the amount not spent of the prepayment if at GB’s sole discretion the Game did not achieve enough Conversions within the agreed period; (iii) in the event of a pre-payment for a specific Game, GB has the right to demand that the prepayment is allocated to another Game, or (iv) in the event of a general prepayment, not related to a specific Game, demand a total refund of the prepaid amount or the balance remaining within six weeks of the date of prepayment.
Article 6. Intellectual Property Rights
6.1 “Intellectual Property Rights” means all intangible, intellectual, proprietary and industrial property rights, wherever located, including, but not limited to, the following: (a) all trademarks, service marks, trade names and logos; (b) all copyrights, moral rights, and other rights in works of authorship including images; (c) all patents and patents applications; (d) all designs, ideas, and (e) all other rights covering intangible property recognized in any jurisdiction.
6.2 GB will provide Publisher with information, productions, materials, elements, artwork, creations, content, drafts and all other work (“werk” under the United States Copyright Act), including within Ads on the Advertiser‘s website, (“Work”), which the Publisher may use on his (linked) websites. It is at the sole discretion and liability of Publisher to examine extend to which this Work may be used, if this is in accordance with any laws and regulations applicable and if the Advertiser is the rightful owner or licensee of the Work. GB cannot accept any liability for costs and damages in this regard and Publisher indemnifies GB and holds GB harmless for any of such costs or damages. The Work provided by GB to Publisher on the basis of this section will be exclusive or non-exclusive depending on the Agreement.
6.3 Publisher holds GB harmless from and indemnifies GB against any claims from any third party relating to infringement of Intellectual Property Rights relating to his own Work (including in his Ads and on his website) and Publisher guarantees that this Work does not infringe on any rights of third parties, including Intellectual Property Rights, and that such Work is not offensive, prohibited or questionable in any way.
6.4 Publisher may only use the trade names, logo’s and other intellectual property from GB, after prior written approval from GB. Any mentions relating to the Agreements and working relationship between GB and Publisher, may also only be communicated to any third party and publicly after prior written approval from GB.
Article 7. Limits on GB’s Liability
7.1 GB cannot guarantee or warrant the performance of the GB Service or links to any linked websites under all circumstances. GB cannot guarantee the success of the Game or the advertisement campaign.
7.2 IN NO EVENT SHALL GB OR ANY OF ITS SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE GB SERVICE, EVEN IF GB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY AND SOLELY FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF GB.
7.3 More specifically, GB will not be liable for defects in the GB Service, interruptions in the accessibility to the Service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in the GB Service or for any damage caused by viruses or components of the GB Service, to the Publisher software and/or the Publisher’s website. GB shall not be liable for any error in the implementation of the links on the Publishers or Advertisers website or for the specified function of the links. Additionally, GB has no control over and is therefore not be liable for the behavior of third parties and Advertisers, including but not limited to any breach of contract by the Advertiser. GB shall not be liable in any way for any agreements made directly between the Advertiser and such companies.
7.4 In the event that the foregoing exclusions or limitations of liability or any of the disclaimers of warranties is not allowed by law, such exclusions or limitations will not apply to Publisher but only to the extent such exclusions or limitations are not allowed. In such case, such exclusions or limitations shall be limited to the extent required by applicable law.
7.5 The Publisher shall keep GB harmless for and indemnify GB against any claims including claims for damages or costs, including on the basis of Intellectual Property Right infringement, in relation to the Games, the Agreement or these GB T&C or any incorrect information given to GB by the Publisher.
7.6 In the event that Publisher does hold GB liable and an authorized judge has ruled that GB is liable, GB’s liability shall be limited to direct damages up to the amount of EUR 1.500,- (one thousand five hundred euros).
Article 8. Term and Termination
8.1 The Framework and/or an Agreement shall come into force upon execution thereof by both GB and Publisher and shall remain in effect until terminated as per this section.
8.2 Both Parties are entitled to terminate an Agreement for any reason in writing, taking into account a notice period of 1 (one) calendar month. For example, if a Party sends a notice of termination to GB on the 15th of July, the Agreement terminates as per the 1st of September.
8.3 GB may elect to pause or suspend a Game at any time in which case GB will inform the Publisher of this request. The effectuation of the pause will commence within 24 hours. During this period, the Agreement is still in effect.
8.4 GB is entitled to (at its discretion) terminate the Agreement or suspend the Service regarding one or more Games in writing (including through email) for any reason, including without limitation, in the event that: (i) GB considers the Publisher or the content of his website inappropriate in any way; (ii) The Publisher acts fraudulently or illegally in any way or the Publisher tries to influence the Tracking Code on their website or Publisher in any other way breaches any of the provisions of this Agreement; (iii) The Publisher does not comply with any applicable law or regulation; (iv) at GB’s sole discretion GB decides that the Game does not obtain enough Conversions within a period of four (4) weeks.
8.5 The Agreement may be terminated by either Party upon written notice to the other Party if the other Party breaches any material obligation provided under the Agreement and the breaching Party fails to cure such breach within the reasonably given remedy period. Either Party may forthwith terminate the Agreement immediately, if the other Party is the subject of a bankruptcy order, becomes insolvent, makes any arrangement or composition with or assignment for the benefit of creditors, goes into voluntary or compulsory lGBidation, has a receiver or administrator appointed over the its assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to the other Party.
8.6 Effect of Termination. The Publisher must cease to use the GB Service and GB will disable the GB Service upon termination of an Agreement Termination for whatever reason. Publisher must delete all active campaigns and inform GB by mail.
8.7 Termination of the Framework Agreement may be done by GB taking into account a notice period of 1 (one) month. Termination of the Framework Agreement will not affect ongoing Agreements and the Framework Agreement will remain in effect for the ongoing Agreement until termination thereof.
Article 9. Consent and Confidentiality
9.1 The Publisher consents to the publication of the Publishers name and web address and other information relating to the Publisher at GB’s website. The Publisher also consents to GB sending newsletters and other information to the Publishers e-mail address and to using the information given by the Publisher for marketing purposes.
9.2 “Confidential Information” means nonpublic information that a Party to the Agreement marks or otherwise designates as being confidential, or by its nature should be considered confidential including, without limitation, information in tangible or intangible form relating to and/or including released or unreleased software, marketing or promotional activities, or business policies or practices of the Discloser. Neither Party will disclose the Confidential Information of the other Party or use such Confidential Information for its own benefit or for the benefit of any third party for any reason. Each Party’s obligations in this Section will not apply to information that such party can establish (a) was in the public domain at or subsequent to the time it was communicated to the receiving party (“Recipient”) by the disclosing party (“Discloser”) through no fault of Recipient; (b) was rightfully in the Recipient’s possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by Discloser; (c) was developed by Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (d) has been communicated by Discloser to one or more unaffiliated third parties without any confidentiality obligation. Upon request at any time during or after the Term of the Agreement, each Party will return to the other party all Confidential Information provided by the other party, and all copies thereof, in such return party’s possession, custody or control. Notwithstanding the foregoing, Recipient may disclose or produce any Confidential Information if and to the extent required by any discovery request, subpoena, court order or governmental action, provided that Recipient gives Discloser reasonable advance notice of the same to allow Discloser a reasonable opportunity to appear, object and obtain a protective order or other appropriate relief relating to such proposed disclosure.
Article 10. General
10.1 Data and Cookies. The Publisher hereby undertakes to comply with all applicable EU- and national laws and regulations in force including, but not limited to, the EU-directive 2002/58/EC.
GB is allowed to place cookies. These cookies placed by GB are valid for at least 30 days after first visit of the visitor.
GB has the right to collect data, including, but not limited to personal data in anonymous form, not being personal data under the Personal Data Protection Act. In the event that GB does collect personal data under the Personal Data Protection Act, a separate processor’s agreement will be executed between Parties, GB will always be considered as processor and Publisher will be considered as controller. Publisher guarantees that it is compliant at all times with applicable law relating to the collection of personal data, including, without limitation under EU and all other National laws, and that he will inform GB of specific laws and regulations of Countries, as to enable GB to comply with these laws and regulations. Publisher holds GB harmless from and indemnifies GB against a claim from any third party, including a consumer, relating to this section 10.1.
10.2 If the Publisher is a natural person he must be at least 18 years of age. If the Publisher has not reached the age of 18, a parent must give their explicit written consent regarding the (attempted) registration to GB’s Service and must sign the Agreement on behalf of the minor. The (attempted) registration to the GB Service or signing of the Agreement by a Publisher under the age of 18 without parental consent is ineffective and void.
10.3 The Publisher warrants that the information furnished to GB regarding himself and his website is correct, complete and sent in due order and that the information corresponds to actual facts. The Publisher must notify GB immediately by email of any changes in the information.
10.4 In the event the Publisher is a private company with limited liability or public limited company, GB must be provided with the Publisher full registered name, company registration number, registered office, trading address and VAT number.
10.5 These GB T&C may be amended by GB at any time. Such amended GB T&C shall be effective upon announcement thereof on the GB website or notification to Publisher. By continuing to use the Services after such announcement or notification, Publisher will be deemed to have accepted such amendments.
10.6 Severability. If any provision of the Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
10.7 Assignment of the Agreement. The Publisher may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of GB.
10.8 Localization. Publisher guarantees that the use of the GB Service is in accordance with the following minimum requirements: (i) the use of the Services is, in complete conformity with any and all national and state laws and legislations of the Countries; ii) is in complete conformity with any and all regulations of any body charged with the enforcement of a (statutory) regulation, such as, without limitation rating bodies (ESRB, USK etc.) iv) is furnished with applicable age gating.
Publisher holds GB harmless from and indemnifies GB against any claim from any third party, relating to the aforementioned guarantees and on any other grounds.
10.9 Any changes to the Framework Agreement or any other Agreement, must be mutually agreed upon between Parties in writing (including per email) before they have effect.
10.10 A decision of GB to not invoke its rights, does not constitute a waiver of these rights.
10.11 Nothing in this GB T&C or an Agreement shall create or be deemed to create, a partnership or relationship of employer and employee between GB and the Publisher.
10.12 The Publisher is responsible for the payment of all tax and national insurance payable on any payments made to him by GB.
Article 11. Applicable Law
11.1 This GB T&C, the Framework Agreement and an Agreement shall be governed by, and is construed in accordance with the laws of the United States of America.
11.2 If any dispute arises out of the Agreement or the Framework Agreement that cannot be resolved according to the Agreement or the Framework Agreement, these GB T&Cs and if the dispute cannot be settled amicably, the dispute will be brought before the courts of Delaware. Parties explicitly agree to the jurisdiction or the courts Delaware unless otherwise is being agreed by both parties.
