Our conditions of participation
1. Legal Principles
2. Participants
3. Object of the Agreement
4. Participation in zanox-affiliate
5. Compensation
6. Warranty and Liability
7. Use of Information and Data
8. Contract Duration / Termination
9. Miscellaneous
1. Legal Principles
ZANOX.com AG (hereinafter "zanox") provides an internet service, which enables
other companies and individuals to trade with all types of goods and services within a zanox
administered network (hereinafter "zanox-affiliate" or “zanox PRM”).
2. Participants
2.1 Affiliates, merchants, end customers and zanox are involved in zanox-affiliate.
Merchants participating in the zanox-affiliate are companies that market and sell goods as well as
services by advertising means (banners, links, etc.) through the internet. Affiliates participating
in zanox-affiliate are individuals and companies that provide space on their homepage/website or
e-mail (hereinafter "advertising space") to merchants to market goods and services. Affiliates and
merchants will jointly be referred to as "participants". End customers are individuals and
companies that purchase goods and services through the internet.
2.2 Affiliates provide advertising space to zanox and zanox offers this space to merchants.
zanox sets up technical connections between affiliates and merchants. Through these zanox records
and registers - comprehensible for all participants – business transactions and other activities
between merchants and end customers that evolved via the advertising space of the affiliate.
3. Object of the Agreement
3.1 Merchants sign separate contracts with zanox to include these conditions of
participation. For the legal relationship between affiliates and zanox however these
conditions of participation apply exclusively. Further services by zanox, i.e. provisions of
training, are to be contracted separately.
3.2 Contracts can be signed and agreed in a choice of the English or German languages.
The affiliate registers via mouse click. zanox informs the affiliate immediately by declaration of
acceptance through an electronic confirmatory letter as soon as zanox has agreed to its
registration (offer).
3.3 The conditions of participation are at all times accessible for the participants at the
zanox website. The particular version of the conditions of participation at the signing of the
contract is additionally available upon request by e-mail (service@zanox.com).
4. Participation in zanox-affiliate
4.1 The participation in zanox-affiliate requires at least an age of eighteen (18)
years and full legal capacity. Moreover the participants must be in possession of a bank account.
4.2 Prerequisite for participation in zanox-affiliate is a duly admission and registration of
the affiliate. The affiliates are obliged to state their required specifications in the zanox
registration form completely and truthfully. There is no right of admission to the zanox-affiliate.
Should the specifications provided at registration change, the affiliates must rectify their
entries immediately. The contract and subsequent admission to zanox-affiliate comes into
effect – by inclusion of these conditions of participation –with the participants' receipt of a
confirmatory letter (e-mail or fax) from zanox. Companies and entrepreneurs liable to tax on sales
are obliged to include their through the tax office assigned tax number or their by the Federal Tax
Agency respectively the according foreign authority appointed sales tax identification number in
the registration form.
4.3 zanox offers the advertising space made available by the affiliates to the requested
merchants, provided that the affiliate complies with all software specific application requirements
and – if applicable – accepts additional software specific conditions of participation. In return
zanox transfers the respective affiliates’ data to the merchants. The merchants choose from zanox
those advertising spaces provided by the affiliates which they wish to use to market and sell their
goods and services. The merchants must notify zanox of their selection. zanox confirms this
selection to both merchant and affiliate.
4.4 The participation in zanox-affiliate also depends upon the capacity of zanox-affiliate.
There is no right for participants to claim unlimited access to zanox-affiliate.
4.5 The participants assure that data, advertising space and advertising activity transferred
through them does not violate statutory provisions or applicable law. Prohibited especially are
contents and advertising activities that are able to violate rights of third parties, in particular
copyright, name- and brand rights, or that glorify violence, are morally harmful to young people,
or of seditious, racist or pornographic nature. Prohibited as well are contents and advertising
activities which are illegal to make public, such as any in-put containing viruses, Trojan horses
or other similar programmes able to damage data or systems, secretly intercept or delete data. The
participant is obliged to separately indicate certain advertising spaces, advertising contents and
advertising activities to zanox. This will separately be pointed out to the participant at the
network registration or the application to partnership respectively. In case that zanox is exposed
to claims of third parties arising from such content, the participant responsible indemnifies zanox
from those claims.
4.6 Any attempt to manipulate the zanox-affiliate-system in any manner, results in the
automatic exclusion of the participant. Thereby all claims with respect to the acquired credit
forfeit.
4.7 If an affiliate of zanox-affiliate opts for an e-mail-based form of advertising, the
prohibition of unsolicited commercial e-mailing is to be obeyed. Hereafter the participants are
prohibited to send unsolicited e-mails with commercial advertisements to third parties (spam) as
well as integrate zanox URL-code in e-mails, unless the acceptors have agreed prior the first
reception (“opt-in” procedure). The participant has to ensure before every transmission, that the
particular recipient has agreed to the reception. Such unsolicited e-mails otherwise cause a
violation of German competition law and may result in cease-and-desist letters by recipients,
consumer protection associations or competitors. In case of non-compliance with this obligation
zanox can exclude the participant with immediate effect from the zanox-affiliate and cancel its
contract without notice. The participant's account set up by zanox will be blocked and the hitherto
acquired credit will forfeit without substitution (forfeit). Participants, that despite the
prohibition transmit unsolicited advertisements, entirely indemnify zanox from all hereby arising
claims of third parties. The enforcement of further claims by zanox against the affiliate remains
unaffected.
5. Compensation
5.1 zanox sets up accounts for both merchants and affiliates to process
compensation and administers these accounts. Credits on merchant accounts and affiliate accounts do
not bear interest.
5.2 The merchants pay zanox a performance related discretionary compensation, if a successful
business transaction (view, click, lead, sale) is achieved for the merchant. 5.3 Affiliates receive
a performance based compensation that is orientated at the performance related compensation of the
merchant to zanox (5.2). The amount of the particular performance based compensation is available
online at zanox-affiliate to the affiliates at all times. Besides the performance based
compensation any claims of refund concerning expenses and costs for the advertising activity of the
affiliate are excluded. The affiliate declares his approval in compensation using the credit note
procedure, meaning that instead of an invoice by the affiliate, a monthly credit entry is issued by
zanox, provided that the payout-limit was reached.
5.4 The claim of the affiliates to performance related compensation from zanox occurs and
matures under the following prerequisites:
- successful business transaction in favour of the merchant (view, click, lead, sale) based
on the advertising space provided by the affiliate,
- the business transaction was recorded by zanox-affiliate,
- the end customer accepts the delivery at the place of despatch, performs his payment
obligation fully and the revocation period of fourteen (14) days is expired,
- no malpractice exists and
- the merchant confirms the business transaction to zanox.
5.5.1 All confirmed revenues will be booked after the merchant’s confirmation and will be
balanced monthly. With reach of the payout-limit, respectively the participant’s self-appointed
payout sum, a credit note receipt concerning the payable amount will be issued at the beginning of
the following month. Regarding this the participant will be informed in the monthly report (account
statement by e-mail). Information concerning possible payments is additionally provided in the
login area.
5.5.2 Participants with their domicile (i.e. registered office/residence) in Germany must be
in possession of a bank account in Germany onto the compensation, that reached the payout-limit of
EUR 25,00 respectively the participant’s self-appointed payout sum in the balanced month, can be
transferred, so that the credit note receipt can be issued. After the approval of the credit note
the payment will occur monthly according to the Fee Schedule. Fees, that zanox if applicable will
charge, arise from the Fee Schedule.
5.5.3 Participants with their domicile (i.e. registered office/residence) outside of Germany
must be in possession of a bank account onto the compensation that reached the country-specific
payout-limit respectively the participant’s self-appointed payout sum in the balanced month, can be
transferred, so that the credit note receipt can be issued. After the approval of the credit note
the payment will occur monthly according to the Fee Schedule. Fees, that zanox if applicable will
charge, arise from the Fee Schedule.
5.5.4 In the event that a payable amount is reached, which the participant likes to have paid
out, the participant must verify the correctness of the credit note receipt (in particular banking
account, address, and if applicable tax-data), where necessary amend, and approve the payment (=
credit note approval) in the administration area. For reasons of filing the credit note receipt
should be printed out. Timely approved credit notes will be paid out monthly by zanox.
5.5.5 Due to the credit note procedure used for accounting zanox can only consider timely
(before payment) approved credit note receipts. As far as at the end of the month no payable amount
is reached or no approval of the credit note receipt occurred, the credit note will be carried
forward and remains on the affiliate account. Credits on both merchant and affiliate accounts do
not bear interest.
6. Warranty and Liability
6.1 In the case of disruptions during the implementation of the contract between
the participants and zanox concerning zanox-affiliate, which are attributable to zanox, zanox will
take all reasonable and economically justifiable measures to promptly restore the complete
availability of zanox-affiliate.
6.2 zanox assumes no warranty for revenues generated through zanox-affiliate. Additionally
zanox assumes no warranty for the correctness and sufficiency concerning the content of information
and declarations as well as solvency released by the participants. Likewise zanox assumes no
warranty for quality and serviceability regarding the advertised goods and services, for their
adequacy for a certain purpose and that these do not infringe rights of third parties.
6.3 zanox assumes no liability for the content of third party websites, where reference to
the zanox website is made in either direct or indirect manner. zanox is furthermore not liable for
any losses caused by a malfunction of software or hardware and losses which occurred due to a lack
of availability or technical problems with the internet. zanox assumes no liability for losses
caused by false participant’s data. The liability of zanox is limited to grossly negligent and
deliberate behaviour. The extent of zanox's liability for damages regarding the slightly negligent
breach of cardinal obligations is limited to the average monthly performance-related compensation,
as set forth by this agreement. The liability for the slightly negligent breach of accessory
obligation is excluded.
The aforementioned liability limitations do not apply to claims for damages based on the
injury of life, body, health or other fundamental contractual obligations (cardinal obligations).
In addition the liability limitations do not apply to claims arising from product liability.
A breach of duty by a legal agent or auxiliary person of zanox is equivalent to such a breach
by zanox.
6.4 The participants indemnify zanox from claims of third parties, which trace back to a
culpably behaviour of the respective participant. This includes in particular claims against zanox
regarding illegal content of a website used by a participant.
7. Use of Information and Data
7.1 As far as zanox makes available to other participants information and data concerning
participants and information regarding the use of zanox-affiliate by participants, this information
serves the sole purpose of building trust between participants and perpetuation of zanox-affiliate.
The use of this data by participants for other purposes, in particular for advertising purposes
which are not connected to zanox-affiliate, is prohibited.
7.2 The information and data attained through use and partnership may only be used by the
participants personally and in connection with the concrete use of zanox-affiliate. Any onward
transmission to third parties and use for any other purpose, in particular commercial purposes, is
prohibited.
7.3 Advertising material provided by the merchant to the advertising space of the particular
affiliate may not be changed in design, particularly context or technical content, or in other ways
altered or passed on to third parties, without agreement of the merchant.
7.4 zanox is entitled to collect, process, store and for its own purposes use data of
participants. Likewise zanox is entitled to contact the participants in connection with the
network-participation by e-mail. Furthermore participants will be able to contact each other
regarding the particular partnership within zanox-affiliate online or e-mail respectively. zanox
will hereby adhere to the relevant provisions regarding data protection and privacy. Within the
maintenance of zanox-affiliate zanox is particularly entitled to publish and transmit data of
participants and notify the public authorities within the legal obligations. The transmission of
participants’ data by zanox to third parties for reasons of market research occurs only with the
prior consent of the participants. To avoid misuse zanox is entitled to store the participant’s IP
address during registration and use of zanox-affiliate and in the event of fraud or misuse transmit
this data to the public authorities.
8. Contract Duration / Termination
8.1 The contract is valid for an indefinite period of time.
8.2 The parties to the contract can terminate this contract at any time without notice
(online within the login-area, by e-mail or fax, or by letter). In the event of termination zanox
will inform the affected participants. Business transactions up until the termination will be
processed and corresponding due compensation will be paid out.
8.3 Remaining credit to the participants upon termination of the contract will be paid out
according to the Fee Schedule.
8.4 In the event that no credit is earned within two (2) years, the affiliate account will be
deleted if the affiliate does not expressly request the prolongation of the contract to zanox
within one (1) month after a written cancellation notice by zanox. Further prolongation of the
contract is at zanox’s own discretion. Should the payout-limit not be reached within five (5) years
the affiliate account will be closed and no credit will be paid out.
8.5 Is the affiliate account terminated or deleted by the affiliate, the affiliate may
request payment of any remaining and approved credit also within twelve (12) months after
termination. During the liquidation process the affiliate is provided with a (restricted)
login-area regarding its affiliate account to notify its address and banking data and approve its
credit note. Should no payment be requested within twelve (12) months after termination, claims to
a possibly approved credit will forfeit. 8.6 The parties have the right to terminate the contract
for cause in exceptional cases provided that the corresponding conditions are met. If the contract
happens to have been terminated by zanox in exceptional circumstances, the affiliate's account set
up by zanox will be blocked and hitherto acquired credit taken by zanox.
9. Miscellaneous
9.1 This contract is subject to the laws of the Federal Republic of Germany, provided that no
mandatory international agreements or mandatory national laws oppose. The place of jurisdiction
according for disputes arising out of this contract is Berlin.
9.2 With registration the participants acknowledge the latest version of zanox’s terms of
participation. Regarding revisions to the terms of participation authorised participants will be
notified by e-mail. Should the participant not object to the changed terms of participation within
one (1) month of receipt of the notification of change, these changed terms will take effect
according to the notification. zanox herewith objects the general terms and conditions of the
participants. Credit entries are considered as approved provided that to objection is raised within
eight (8) weeks of receipt. Objections must reach zanox in due time and in writing (by e-mail, fax
or mail).
9.3 The copyright for the design of the, within the affiliate program provided, advertising
material, content and data as well as any other information made accessible by the merchant is
entitled to the merchant or holder of the rights. Any change and/or circulation of trademark logos
and other provided advertising material respectively to third parties without prior written
approval of the holder of the rights is prohibited.
9.4 This contract constitutes no enterprise to the outside world as well as no employment-,
sales representative-, commission agent- or engagement contract and therefore authorises no party
to release legally binding declarations for both or the respectively other party or commit or
represent the other in any way.
9.5 Should individual provisions of this agreement be completely or partially invalid or
should loose their effectiveness thereinafter; the validity of the remaining agreement will not be
effected. The invalid provision must be replaced by the parties with a valid provision, which
complies closest with the economic purpose of the invalid provision. This also applies to any
contractual loopholes.
Fee Schedule:
Payment
Credit will be paid out monthly, if the country-specific payout-limit respectively the
participant’s self-appointed payout sum is reached and the credit note receipt is approved by the
participant in the login area. Credit below the payout-limit will not be paid and remains
interest-free on the account.
Payment Fees
1. Germany:
a) > 25.00 EUR = 0.00 EUR
b) < 25.00 EUR = 5.00 EUR (Credit will only be offset against fee in case of termination)
Should the credit be below the payment fee in the case of termination, zanox will offset the
credit against the fee and bears the deficiency.
2. Other EU Member States and Switzerland
a) Credit exceeding 25.00 EUR will be paid out by zanox free of charge, if IBAN and BIC are
provided by the participant. If not, payment is only possible according to b).
b) Credit exceeding 200.00 EUR will be paid out free of charge. zanox hereby will bear the
transfer costs.
3. Non EU Member States / Other countries
a) Credit will be paid out by zanox with reach of the country-specific payout-limit. The
payout-limit is internationally based upon the country to which the payment is issued.
International payment transfers below a payout sum of 200.00 EUR will be charged with a 5.00 EUR
processing fee. zanox will hereby bear any exceeding transfer costs.
b) Credit exceeding 200.00 EUR will be paid out free of charge. zanox hereby will bear the
transfer costs.