Licence Agreement

Allowed usages for Smarterpix images

The licence in a nutshell

What you are allowed to do with Smarterpix images:

The licence allows you to use the images in all electronic media (websites, blogs, apps) that allow a permanent connection between the site and Smarterpix (especially online services, Internet (www), intranet, extranet, internet TV, interactive television, etc.).

Displaying advertising on the site and the images must be possible at all times.

The images can not be downloaded, but are integrated via code snippets. If you need to download the images, please contact our support or visit PantherMedia.

What you are not allowed to do with Smarterpix images:

It is not allowed to display the images:

(a) in the context of pornographic, sexist, defamatory, libelous, racist, minority or religiously infringing content.

(b) on websites used for redirection, DNS spoofing, phishing, illegal reading of user data or any other illegal purpose.

(c) For unauthorized communication, neither directly nor indirectly (e.g., spamming)

(d) for other unlawful acts

The use of the images within social media portals is not possible, since these portals do not accept advertising on the images. If you need images for social media, please visit PantherMedia.

Licence Agreement

5.02.2019

Preamble

The present agreement sets out the conditions under which the registered customer (hereinafter referred to as “Publisher”) may make use of the information provided by In Media Advertising GmbH, Rüdesheimer Str. 11, 80686 Munich (“Smarterpix”) via the website www.Smarterpix.com photos, illustrations and other media content (hereinafter “Content”) may be used for “in-image advertising” purposes. Further, this agreement governs the use of “in-image advertising” on the publisher’s electronic media (e.g., domains, apps) using its own advertising space (e.g., own photos).

The Publisher License Agreement is in addition to the Terms of Use applicable to the Site, which are the sole responsibility of all authors and customers (collectively, “Members”). Discrepancies between the Publisher License Agreement and the Terms of Use govern the terms of this Publisher License Agreement.

Subject of the contract and obligations
1.1 Smarterpix provides the Publisher with the technology and, where applicable, via the website www.Smarterpix.com photos, illustrations and other media content (hereinafter “Content”) for the purpose of “in-image advertising”. In-Image Advertising means the insertion of advertisements on, in or in connection with content on all electronic media of the publisher. To do this, the publisher inserts a code snippet that plays the in-image ad. Smarterpix will then display the advertising on the provided space and, if licensed, also the content as advertising space. The technology also installs cookies on the computers of those who visit the publisher’s electronic media. These cookies transmit anonymised information about the user behavior (visited websites, purchase preferences, etc.) to Smarterpix and, if applicable, cooperation partners in order to target future advertising.

1.2 The publisher is responsible for this and ensures that his / her privacy policy refers to these cookies in accordance with applicable law and that the visitor of the electronic media, as far as legally required, agrees to the use of these cookies.

1.3 Smarterpix is entitled to check the use of the content as well as the code snippets. For the review Smarterpix may use the necessary technical means, for example a crawl of the electronic media of the publisher.

1.4 Smarterpix excludes the following publishers or electronic media for the display of in-image advertising:

(a) in the context of pornographic, sexist, defamatory, libelous, racist, minority or religiously infringing content.

(b) on websites used for redirection, DNS spoofing, phishing, illegal reading of user data or any other illegal purpose.

(c) For unauthorized communication, neither directly nor indirectly (e.g., spamming)

(d) for other unlawful acts

1.5 Publisher warrants and warrants that he has obtained the necessary rights to use in-image technology (including, but not limited to, the use of proprietary content).

2. Use of in-image advertising
2.1 Upon conclusion of the contract, the Publisher is entitled to use the code snippets of Smarterpix for the purposes of in-image advertising. The code snippets may only be used in the electronic media that allow a permanent connection between Publisher and Smarterpix. This requires a permanent Internet connection between the Publisher and Smarterpix servers (especially online services, Internet (www), intranet, extranet, internet TV, interactive television, etc.). There are two ways of in-image advertising: advertising on own content and advertising on Smarterpix content.

2.2 A Code Snippet is valid per Registered Publisher, regardless of the number of its electronic media. However, if content is licensed by Smarterpix, this code snippet is only valid for each licensed content. However, this can be integrated on an unlimited number of electronic media. The registration data of a publisher must match the imprint data of his electronic media. Otherwise, a new publisher account has to be registered.

2.3 As soon as a code snippet has been integrated and the electronic medium is called up for the first time, Smarterpix checks the advertising space according to the following principles.

2.3.1 When the electronic medium with the code snippet is called for the first time (e.g., main domain), this medium will be included in Smarterpix’s ad directory. Smarterpix has the right to choose this medium for admissibility according to 1.4. to consider. Automated measures (crawling technology) can be used to support the check. During this time, no in-image advertising will be delivered yet. Smarterpix is entitled to place a reference to the potential advertising space. After successful verification, the in-image advertising will be delivered. Smarterpix is entitled to block the electronic medium for the use of in-image advertising. However, this does not affect the admissibility of other shared electronic media (e.g., other complete domains or apps) of the publisher. Smarterpix has the right to regularly check the electronic media and block it at any time.

2.3.2 When a part of an eligible electronic medium (such as a website) is called for the first time, this part will be included in the ad directory of Smarterpix. For this purpose, the regulation from section 2.3.1 applies accordingly.

2.3.3 Smarterpix has the right, but not the obligation, to review electronic media. Smarterpix reserves the right to refuse individual electronic media or parts thereof without stating reasons or to delete previously released electronic media or parts thereof from the ad directory at any time. It is expressly understood that due to the abundance of electronic media entered or parts thereof, Smarterpix will not be able to review any textual and visual content. The publisher is solely responsible for the legality of this content for in-image advertising. A liability of Smarterpix in this context is expressly excluded.

2.4 The manipulation or modification of the code snippet is prohibited. An infringement in particular results in the extraordinary termination of this contract.

2.5 Smarterpix has the sole right to decide which advertisement is delivered in which format. However, the publisher has the option to exclude certain advertising categories or advertisers (Black List).

3. Special features for in-image advertising on own content
The publisher has the opportunity to select the content provided by him with regard to in-image advertising.

(a) In-Image Advertising will only be delivered on electronic media or any part thereof incorporating the Code Snippet.

(b) Smarterpix provides the publisher with filters that limit the use of in-image advertising (e.g., minimum content size, content prefix, number of billboards per page, etc.).

4. “In-Image Advertising” license for content from Smarterpix
4.1. Smarterpix grants Publisher a non-exclusive, perpetual, and territorial unlimited license to use the Content for the permitted uses in accordance with the following terms.

4.2 All other rights to the content and to the content, including all copyrights, remain with Smarterpix or the author of the content.

4.3 The license is not transferable.

4.4 Purpose:

(a) The content may only be used for the purposes of in-image advertising (see Section 1.1) and in compliance with the agreement referred to in Section 7. The content may be used by the publisher only in the electronic media according to section 2.1. Exempted are therefore offline media such as DVDs, stand-alone applications and all print products. For such uses, a separate license must be obtained under the Customer License Agreement.

(b) If the content is marked with the addition “for editorial purposes only”, the use of the content is only permitted for editorial / editorial purposes (eg reporting, teaching material). Use of such images on electronic media with a customer magazine character, customer magazines or similar uses is not permitted.

4.5 Processing right: Since the physical file is not transferred, the contents can not be edited. However, Smarterpix offers limited editing capabilities on the site (e.g., size scaling, cropping, image compression).

4.6 The rights of use of the respective content are transferred with the publication on the electronic medium on which the code snippet has been integrated. The rights of use end with the deletion of the code snippet from the electronic medium.

4.7 Smarterpix is entitled to remove the contents at any time, should the publisher use the contents contrary to this publisher contract, the authors have withdrawn the content for legal reasons or should this contractual relationship be terminated. In case of deletion of the content of the author Smarterpix informs the publisher at the latest at the time of deletion by e-mail to the registered address.

5. Copyright notice
For editorial purposes, the publisher shall, in the manner customary for the respective use, name both Smarterpix and the author with his name when uploading the content in the following manner: “© Smarterpix.net/Name of the author “. PantherMedia usually provides this copyright notice in the picture. However, the publisher can prevent this.

6. Unauthorized use
6.1 Smarterpix contents may not be used

(a) for pornographic, sexist, defamatory, slanderous, racist, minority or religiously injurious representations

(b) in a manner that is detrimental to the author or the person depicted / or if it can be assumed that the author or the person depicted may disagree with the publication (despite the existence of a so-called model release). For clarification, this applies to any images that this person may present in a potentially personal injury situation, including sexual or implied sexual acts or preferences, drug abuse or abuse, crime, physical or mental abuse or suffering, or any other situation that may reasonably be probably for any person presented in the content would be offensive (eg dating sites, escort services, erotic offers, pornographic offers, youth endangering sites). In this case, the express written consent of the person concerned must be obtained through Smarterpix (for a lump-sum fee).

(c) as a trademark, design, logo or company mark or as part thereof

(d) for unauthorized communication, neither directly nor indirectly (e.g., spamming)

(e) for other tortious acts

6.2. Publisher may not copy, edit, or transform, (b) redistribute, (c) block, disguise, delete, or minimize the In-Image advertising or any links and graphic elements contained within it -Image compromise advertising in any other way; (d) integrate a link into an in-image advertisement or redirect the visitor to a site other than intended for advertising in any other way; (e) in-image advertising display in a frame on your own or external page or restrict the display of the in-image advertising and the landing page, (f) insert your own content or code between the in-image advertisement and the landing page, (g) directly or indirectly through ad impressions generate automated, manual, user-generated or other processes, (h) collect information via in-image advertising or via d. using spider, crawl, indexing or other technologies ie Visitors who click on In-Image Advertising (i) show other advertisements about or in the area of ​​in-image advertising.

6.3 The Publisher shall not, by itself or through any other third parties, (a) copy, reproduce, edit, create, upload, publish, transmit or distribute the Smarterpix In-Image Technology; (b) subject the technology, any part thereof or any other adress code, to reverse engineering; (c) use the Smarterpix In-Image Technology to upload, post, email, or otherwise distribute worms, viruses, or other files that have been created to cause harm, loss, destruction, or otherwise Impairment of Smarterpix In-Image technology, hardware or other IT equipment; (d) use the Smarterpix In-Image Technology to influence the normal operation of servers, computers or other communications and network hardware; (e) sublicense, transfer or otherwise distribute the Smarterpix In-Image Technology without the written consent of Smarterpix.

7. Advertising sales
7.1 The Publisher grants PantherMedia the exclusive advertising rights for in-image advertising on all electronic media of the publisher on which the PantherMedia Code Snippet has been implemented. No third party marketer is authorized to place in-image advertising on the publisher’s electronic media. Other forms of advertising are not affected by the exclusivity. However, third party marketers will have access to the PantherMedia AdServer upon request, allowing them to display in-image advertising as part of their exclusivity.

7.2 PantherMedia may claim damages for breach of the exclusivity of the advertising marketing. This is calculated on the basis of PantherMedia’s loss of in-image advertising, which was displayed by third-party advertisers. In addition, PantherMedia can claim royalties according to the current instant buy price list for the content used. PantherMedia has a right of retention on the total balance of the publisher until these claims are met.

7.3 Of the advertising revenue generated, the publisher will receive a share of the net advertising revenue in accordance with the current advertising share model (link, or x%). There is no guarantee of a 100% utilization of the advertising inventory nor a guarantee for a minimum advertising price (CPM, CPC, etc.). It is up to Smarterpix to optimize the advertising revenue of the publisher.

7.4 Net advertising revenues are all advertising revenue less any costs

customer-related discounts via media agencies,
AE commissions of the agency,
discounts
Agency discounts
Marketer / Distribution and Technology Partner Commissions
Taxes or other deductions payable under applicable law
Legal fees and other reasonable fees incurred in enforcing this Agreement. B.
– the fees of a financial institution for the transactions (PayPal, etc.),
– as well as other third-party costs associated with the transaction.
7.5 The revenue calculation is based on the statistics of the Smarterpix AdServer. Clicks or impressions are counted here. Technologies implemented on the AdServer exclude fraud (click abuse). In this respect, the publisher is aware that there may be different statistics between Publisher AdServer, Smarterpix AdServer, electronic media and other devices.

7.6 The payment of the credit must be requested from Smarterpix. To do this, you must click on “Payout” in the personal area in order to request the payment of the credit. The payment is due on the 15th of the month following the application, provided that the balance has reached a minimum of 50 euros; if the amount is less than 50 euros, the payment can not be requested until the amount of the credit exceeds this minimum amount. Amounts below the minimum amount can be paid on request in writing by Smarterpix on a quarterly basis for a processing fee of 5 euros. If the balance is to be transferred to an account abroad, the publisher bears the costs that may be incurred.

7.7 Smarterpix will offer the advertising services in several currencies. Since all credit balances on Smarterpix in Euro, a conversion is required. The conversion rate is determined on a quarterly basis and is based on the average value of the last 90 days. The relevant conversion rate is always that of the day of receipt of the payment.

8. Limited assurances and warranties
8.1 Publisher is responsible for obtaining the approvals required to use the Content, if not available. This applies in particular to images of persons, works of art or architecture, places that are not publicly accessible, as well as other illustrations that contain names, companies, trademarks, registered designs or works protected by copyright (§ 2 UrhG) or other proprietary rights of third parties.

8.2 Unless the image description indicates the existence of a model release in the content data in the website, the rights of use shall be granted without model release. Publisher is responsible for obtaining all required clearances. However, Smarterpix agrees to cooperate with the publisher in obtaining such shares (subject to a flat rate fee).

8.3 If the existence of a property release in the data on the content of the website is not specified, the rights of use without property release will be granted. The publisher is responsible for obtaining all necessary approvals (for example, in addition to a property release, a release regarding any existing intellectual property rights, see 8.4). However, Smarterpix agrees to cooperate with the publisher in obtaining such shares (subject to a flat rate fee).

8.4 Smarterpix does not have clearances / permissions from manufacturers of commercial products (eg motor vehicles, aircraft, packaging, designer clothing, etc.). However, releases are often available on a case-by-case basis. It is the sole responsibility of the publisher to determine if permission from the IPR is required in connection with the appropriate use of the content. Publisher is responsible for obtaining all necessary clearances. However, Smarterpix agrees to cooperate with the publisher in obtaining such shares (subject to a flat rate fee).

8.5 Despite this, Smarterpix is neither obligated to cooperate nor is Adolfi owed a success.

8.6 In principle, the statutory warranty rights apply. The liability of Smarterpix, as well as the liability of its vicarious agents for contractual breaches of duty and tort is limited to intent and gross negligence. This does not apply to injuries to life, body and health, claims for breach of cardinal obligations and compensation for damages caused by default (§ 286 BGB). Insofar Smarterpix is liable for every degree of his fault or vicarious agents.

8.7 The liability for the breach of obligations, the fulfillment of which enables the proper execution of the contract in the first place and whose compliance the publisher regularly relies on (so-called cardinal obligations) is limited to the foreseeable, typically occurring damage.

8.8 Smarterpix shall not be liable for the display of unsolicited advertising (for example, fast food advertising on a health portal), unless this advertisement has been blacklisted.

9. Indemnification
If Smarterpix is claimed to be a culpable violation of the Publisher’s obligations, including but not limited to infringements of copyright, personal rights, title, intellectual property or third party privacy laws, Publisher Smarterpix shall be free from all liability and costs, including any legal costs.

10. Contract duration
10.1 The duration of the contract between Smarterpix and the publisher is unlimited. Both parties can terminate the contract with a notice period of 4 weeks to the end of each month. The existing balance is to be requested until the last day of membership.

10.2 Smarterpix may terminate the contractual relationship by sending an e-mail or by written notification to the contact data last entered in the address data of the publisher. Publisher may terminate the Agreement by sending an e-mail to info@Smarterpix.com or by written notice.

10.3 The right to extraordinary termination remains unaffected.

10.4 Upon termination of this Agreement, the Terms of Use shall also be deemed terminated.

10.5 The publisher undertakes to remove all code snippets from its electronic media upon termination of the contractual relationship. Smarterpix will no longer deliver content or advertising on the publisher’s pages as of the termination of the contract.

11. Final provisions
11.1 For publishers who are merchants, legal entities under public law or special funds under public law, the exclusive place of jurisdiction is Munich.

11.2 This contract is subject exclusively to the substantive law of the Federal Republic of Germany to the exclusion of the conflict of laws and UN sales law.

11.3 Should individual clauses be ineffective, this shall not affect the validity of the remaining clauses.