I. General Terms
1. Overview
This Learnfield GmbH Partner Network Agreement (“Agreement”) is made by and between you (“you” or “Affiliate”) and Learnfield GmbH with an address at Karl-Marx-Allee 82, 10243 Berlin, Germany.
The following General Standard Terms and Conditions (GTC) incorporate the standard rules for the use of the internet partner program network of the association Learnfield GmbH (thereinafter referred to as Learnfield GmbH) and for all future legal or similar transactions between the user and Learnfield GmbH. General Standard Terms and Conditions differing from these conditions will not find application, unless Learnfield GmbH has explicitly recognised the different or opposing user GTCs.
2. Services / Definitions
2.1 “Partner Program” denotes a remuneration program realised by Learnfield GmbH through the platform, which is paid remuneration for the performance of media and sales services to. Also denotes a remuneration program realized through social media content production, which is paid remuneration for the performance of media, sales, promotion services and creative content production.
2.2 “Programmbetreiber” (program operator) is everyone intending to market certain products through the partner program. The program operator takes economic responsibility for the partner program.
2.3 “Publisher” is an Internet service operator who integrates the advertising media provided through the Learnfield GmbH platform in his own online offer to generate profit.
2.4 “User” denotes all natural and legal persons or entities who use the Learnfield GmbH platform for the realization or processing of partner programs as well as for the participation in a partner program, irrespective of whether they use it as publisher or program operator.
2.5 “Distribution goals” denote actions of customers recruited by the publisher, who the program’s operator intends to reach and whom he pays remuneration for.
3. Entry Conditions
The use of Learnfield GmbH is not permitted to minors and other persons with no or limited legal competence nor to persons who have explicitly been excluded by Learnfield GmbH from the use of the platform.
4. Invoice
Learnfield GmbH will inform the user about important updates and changes of entry and remuneration conditions of partner programs exclusively via email. Should the user be explicitly not wishing to receive any information by email, he is obliged to inform himself frequently about any updates and changes of the Learnfield GmbH platform.
5. Terms
5.1 The contract between the user and Learnfield GmbH will be concluded for an indefinite period and may be cancelled by both parties at any time at the end of the following day. The termination may be limited to certain partner programs. In this case, merely further participation in affected partner programs or the organization of the affected partner programs respectively will be refused to the user.
Principally, using the Learnfield GmbH platform will remain possible. In case of partner program termination, no explicit cancellation concerning the participating publisher is necessary. An appropriate notification is enough. This Agreement will terminate automatically if the user is inactive for more than 24 months. In this case, the user account will automatically be fully closed by the Learnfield GmbH system. Therefore, the account is no longer available for use and impossible to re-activated.
5.2 The right of instant termination for grave course will remain unaffected. A grave course is existent in case of the violation of regulations of these GTC.
5.3 The user must not misuse our Partner Program and try not to access them in a manner other than that provided. The service can only be used in accordance with the law in Germany. We may suspend or stop providing our Services if you fail to comply with our terms or policies, or if we are investigating cases of suspected misconduct.
5.4 When taking part in our Partner Program, the user will be giving to Learnfield GmbH, on a temporary, irrevocable and irreversible basis, all the patrimonial rights and rights related to the Contents produced by the same, by the platform or by other means of communication, for the promotion and dissemination of the same, respecting the other conditions provided for in this instrument.
5.5 The user agrees in advance that when taking part in Learnfield GmbH Partner Program, it will be authorized to use the information provided by it, including all types of information, image, audiovisual works, data and other content, through the Learnfield GmbH platform or any other means public communication or content sharing, including all social media, especially those that are part of the campaign in which the user is participating.
5.6 By agreeing to participate in Learnfield GmbH Partner Program, the user assumes responsibility for his ethical conduct in relation to the brand, ensuring that his speech will be aligned with the brand values. Speeches that are inconsistent with Learnfield GmbH conduct may disqualify the user from participating in the Partner Program, redeeming Learnfield GmbH from paying the commissions foreseen.
6. Liability of Learnfield GmbH
Regardless of the legal foundation of liability Learnfield GmbH is only liable for those damages or futile expenses that are due to a breach of those contractual obligations whose completion enables the adequate accomplishment of the contract and in whose adherence the user may trust, and which are typically predictable.
7. Integration of Advertising Media
7.1 Should the publisher fulfil general and special participation conditions of a certain partner program; he will be granted a special non-transferable right for the duration of his partner program participation. This right includes the use of advertising media provided by the program operator on the Learnfield GmbH platform for advertisement. Only a concrete destined way of usage is contained in this special right. It is not permitted to change existing advertising media or to use it for any other than the destined advertising purposes.
7.2 The publisher is solely responsible for the correct technical integration of advertisement media into the publisher’s Internet offer. The publisher knows in the case of faultily integration of advertising media, turnovers might not be detected or assigned correctly and thus cannot be paid. The HTML-code, provided by Learnfield GmbH for integration and advertising medium, may not be changed. Changes are only allowed as far as they are compulsory for the integration of advertising media in an ad server.
7.3 The publisher is solely responsible for the compliance of all data protection regulations to all users of his Internet offer. The publisher knows the application of certain cookies contains the duty of disclosure and possibly the necessity of approval by users.
8. Illegal Actions
8.1 The publisher is obliged to refrain from using advertising media provided by the Learnfield GmbH platform on Internet pages with illegal contents.
9. Publisher remuneration
9.1 In case of the achievement of predetermined sales goals, the publisher is entitled to the performance-related remuneration according to the remuneration conditions stated in the program description included in the program selection. Extra fees for Learnfield GmbH Partner Program will be paid only in case of previous negotiation with the user, expressly written and formalized by email.
9.2 The gathering of the publisher’s commissionable activities and the settling take place on the Learnfield GmbH platform. Earned and approved remunerations will be credited to the publisher’s internal transaction account that is administered by Learnfield GmbH. A booked remuneration implies that the program operator’s transaction account administered by Learnfield GmbH contains enough credit. There is no interest paid on the publisher’s credit on his transaction account.
9.3 When your account reaches €50 or more, commissions are paid on the 15th of the month for sales generated in the month before the last.
9.4 The paying out of the credit includes sales tax for resident taxpayers if the publisher is liable to tax on sales and if he has proven his liability to tax on sales in an appropriate way by email. The publisher knows in case of illegal actions according to clause not only he himself but also the program operator and/or Learnfield GmbH will be filed a claim by third parties in the event of hereby-justified violations of law. The publisher must indemnify Learnfield GmbH from all liabilities claimed by third parties or the program operator in case of law violation by the publisher, including the fact that he is integrating advertising media provided by Learnfield GmbH into his internet page and by breaching his duties concerning clause
9.5 The indemnity also applies to all required costs accruing Learnfield GmbH for an appropriate attorney.
9.6 Learnfield GmbH does not assume any duty as a result or to meet users’ expectations with the Partner Programs. The platform is made available to the user as a means of exploiting digital marketing, and the user’s success and paid commissions depends on the content produced and previously agreed for the campaign, as well as factors beyond the control of Learnfield GmbH.
9.7 If the user causes any violation of the GTC, he may have his access to the Partner Program platform blocked and be disregarded from the campaign, redeeming Learnfield GmbH from paying commissions and other extra fees previously agreed. If his violation has caused damage and losses, Learnfield GmbH may seek redress through existing and legally valid means.
10. Special Conditions for Program Operators
10.1 The program operator may only change his participation conditions applying to his partner program according to prior agreement with Learnfield GmbH.
11. Account Balancing with the Program Operator
11.1 Learnfield GmbH provides the program operator with a transaction account. This account will be used for remuneration payments to the publisher and commission payments to Learnfield GmbH. No interest will be paid on the program operator’s transaction account.
11.2 The program operator deposits money on his transaction account that is used for payments to publisher and Learnfield GmbH.
12. Change of GTC
Learnfield GmbH reserves the right to change these GTC. A change or a new version of this GTC will be sent to the user via email. The changed or new GTC is considered agreed if the validity is not contradicted within four weeks’ time after the reception of the email. Learnfield GmbH will advise the user separately of objection possibilities, deadline, and consequences in case of his inactivity.
13. Use of Personal Data
13.1 Learnfield GmbH will use and process personal data stated by the user in relation with his registration such as address, phone number, fax number and email address only for contract settling with the user. Learnfield GmbH abides by the applicable data protection regulations, the provisions of the General Data Protection Regulation (GDPR) and the Telemedia Act (TMG).
13.2 Learnfield GmbH will only forward personal user data to third parties if and as far as it is required for the processing of the contract with the user, if Learnfield GmbH is obliged bylaw or if it is required for the implementation of this GTC or other agreements made with the customer as well as rights and claims by Learnfield GmbH.
14. Final Provisions
14.1 If the user is tradesman in the sense of the commercial code, a corporate body under public law or a public separate asset, then court of jurisdiction for all legal disputes arising directly or indirectly from the contractual relationship between Learnfield GmbH and the user is Berlin.
14.2 The exclusive law applying to the contract between Learnfield GmbH and the user is the law of the Federal Republic of Germany excluding the German International Private Law.
