Terms and Conditions (GTC) of Adplorer AG for the use of the software "Adplorer"

Preliminary Note

The following terms and conditions (GTC) govern the contractual relationship between Adplorer AG, 81-83 Rue Hollerich, L-1741 Luxembourg (hereinafter: Adplorer) and their clients (hereinafter clients). Adplorer allows the clients to use the product "Adplorer" to help manage and optimize online advertising campaigns on Google Adwords on behalf of their customers. Through Adplorer a more efficient management of campaigns can be achieved.

1. Scope

2. Free Trial Phase

2.1. With the client’s registration on the website www.adplorer.com and the confirmation of the registration by Adplorer the contract for the use of "Adplorer" becomes effective.
2.2. The client can test the software "Adplorer" for free during a period of 14 days after his registration.
2.3. Adplorer is entitled to terminate the contract with the client within the free trial period at any time, effective immediately, especially if when false data have been used by the client for the purpose of registration or if from the perspective of Adplorer the creditworthiness of the client is not sufficient.
2.4. The client is entitled to cancel the contract within the free trial period at any time with effect at the end of the test period, by deactivating the automatic prolongation in the agency settings menu of Adplorer.
2.5. If the contract is not terminated within the free trial period, it automatically continues as a paid contract in accordance with the following conditions and the current license fees.

3. Contract Term and Termination

3.1. The current contract term and license fees are displayed to the client in the agency settings menu.
3.2. The contract is automatically renewed for 3 months, if it is not canceled prior to the automatic renewal.
3.3. The contract can be terminated with a notice period of 1 day at the end of each contract period by deactivating the automatic renewal option in the agency settings menu.
3.4. The right for immediate termination of the contractual relationship with immediate effect for important reason by Adplorer shall remain unaffected. An important reason for Adplorer in particular may be
3.4.1. The client does not meet its payment obligations despite reminder or refuses payment,
3.4.2. an application has been made for the initiation of insolvency proceedings with respect to the client,
3.4.3. the client acts against the existing obligations under these GTC.

4. Fees and Payment Terms

4.1. The fee for the use of the software "Adplorer" depends on the modules chosen by the client. It is composed of a minimum fee and a variable license fee per module.
4.1.1. Basic Module: €150,00 per month fix
4.1.2. Workflow Module: €150,00 per month fix plus €15,00 per month per active agency user
4.1.3. Optimization Module: €150,00 per month fix plus 1% of the managed media spendings in Google.
4.1.4. Client Reporting Module: €150,00 per month fix plus €1,50 per active or temporarily paused order per month
4.2. All fees are net prices plus VAT.
4.3. The minimum fee for the use of the software "Adplorer" is due at the beginning of the agreed contract period. In case of an automatic extension (para. 3.2) the agreed minimum fee shall be charged at the time of automatic renewal. The variable license fee will be calculated after the end of each three month period for the previous three month period and invoiced by Adplorer.
4.4. The invoice will be sent by e-mail to the client to the e-mail address indicated by the client in Adplorer.
4.5. Payment is made by bank transfer to the bank account of Adplorer indicated on the invoice.
4.6. In the event that the agreed fee will not be paid by bank transfer within 14 days of the invoice (para. 4.4) on the account of Adplorer, Adplorer has the right to block access to the software "Adplorer" for the client without prior notice. Adplorer reserves the assertion of additional claims due to delay in payments.

5. Obligations of the Client

5.1. The client is obliged to notify Adplorer about a change of address, phone number, e-mail or his address immediately.
5.2. The client is obliged to keep the access to the software "Adplorer" secret and not disclose it to third parties.
5.3. The client is obliged to use the software "Adplorer" only within the framework of the given program flow.
5.4. In particular, the client is obliged to ensure that the budget orders for Google Adwords accounts used on behalf of his customers are set so that the term of the budget order is unlimited and that the amount of the budget order corresponds to the total planned spending over the cumulative run time of the customer’s campaign.

Example of a correct setting of the budget order:



ADPLORER ACCEPTS NO LIABILITY FOR ANY DAMAGES (E.G. BUDGET OVERRUNS DUE TO INCORRECT SETTINGS IN THE BUDGET ORDER BY THE CLIENT !

5.5 The client is obliged to assist Adplorer in solving problems that may occur within the clients’ Google Adwords accounts and give Adplorer access to the user interface of the troubled Google accounts.

6. Availability of the Software

6.1. Adplorer will provide accessibility to the software "Adplorer" at 98% of the time during any calendar year.
6.2. This obligation does not apply in cases of force majeure, such as during power outages, fire or natural disaster. In cases of force majeure Adplorer endeavors to keep downtime to a minimum.

7. Liability

7.1. Adplorer is liable:
7.1.1. fully in accordance with legal provisions for injury to life, body and health caused by a negligent or willful breach of duty under German the Product Liability Act,
7.1.2. for damages caused by intentional or grossly negligent breach of contract and bad faith. In these cases, the liability for damages is limited to the foreseeable, typically occurring damage, unless Adplorer was not at fault.
7.1.3. for damages caused by slight or simple negligence if this negligence relates to the breach of contract or a cardinal obligation. However Adplorer is liable in these cases only if the damages are typically associated with the contract and predictable. The liability is limited to the amount of one monthly fee.
7.2. Any further liability of Adplorer is excluded regardless of the legal nature of the asserted claim. If the liability of Adplorer is excluded or limited, this also applies to the personal liability of its employees, workers, employees, representatives and agents.
7.3. Due to asynchronous data synchronization between Google Adwords and Adplorer it may occasionally happen that accounts are ended with a delay of up to a day in Google Adwords after the date set in Adplorer.

8. Exemption

If and when a third party makes claims against Adplorer due to unlawful acts of the client, the client will exempt Adplorer on first demand by Adplorer from all claims, including redemption of reasonable costs of legal defense. Further damage claims of Adplorer remain unaffected.

9. Prohibition of Assignment

The assignment of claims of the client to a third party is permitted only with prior written consent of Adplorer. An assignment of the agreement is excluded.

10. Final Provisions

10.1. The agreement between Adplorer and the client is governed by the laws of Luxembourg. If sales law is applied, CISG is excluded.
10.2. The exclusive place of jurisdiction for all disputes arising from this contractual relationship is Luxembourg.
10.3. Site of performance is the headquarters of Adplorer in Luxembourg.
10.4. Changes and additions to the contract in the contract must be in writing. This also applies to the amendment of this provision.
10.5. Additional agreements do not exist.
10.6. Different terms and conditions of the client are not effective. Confirmations by the client based on the client’s terms and conditions are refused.
10.7. Adplorer reserves the right to modify these terms at any time, without giving reasons, unless the change is not reasonable for the client. Adplorer will notify the client about changes to the terms in a timely manner. If the client does not contest the validity of the new GTC within two weeks of notification, the amended GTC shall be deemed accepted by the client.
10.8. Should one or more of the conditions contained herein be wholly or partially invalid, this shall not affect the validity of the remaining provisions or of the majority of the provisions. The invalid provision or of the part of the invalid provision shall be replaced by statute law.

Adplorer, February 2015