General Terms and Conditions of Sale (T&C) for Publishers
8awake GmbH (hereinafter referred to as “Revendless”) runs a marketing platform (hereinafter referred to the “Platform”) under the domain name www.revendless.com and under its subdomains, which enables the suppliers of products and the service providers registered with Revendless (hereafter referred to as the “Advertisers”) to market their products with the end customers.
To that end, other participants registered with Revendless (hereafter referred to as the “Publishers”) offer their advertising space (such as their websites, for example) to the Advertisers and Revendless to promote the online distribution of products and services using appropriate advertising tools (such as hyperlinks, banners, widgets and other possible add-ons). They receive financial remuneration in consideration which varies depending on the Advertisers and the remuneration method used.
§ 1. Definitions
These general terms of sale and of other contracts or agreements signed separately, will be interpreted according to the following definitions:
- Participants: all Advertisers and Publishers registered on the Platform are known as Participants.
- Account: an account means a Participant’s legally authorized access to the Platform, obtained from the necessary data given at the time of registration and Revendless’ ensuing checks and authorization.
- Advertiser: an Advertiser is a physical or moral entity who wishes to advertise its products and services (hereafter referred to as the "Offer") to the end customer through the Publishers and the availability of marketing tools via the Platform.
- Website: the Website constitutes the Internet offer from the Advertiser, available at the Internet address (URL) (e.g. websites via fixed or mobile access, applications, social profiles and other means of online presence…) posted on the Platform whereby the Advertiser is advertising and marketing its products and its services. Pursuant to the requirements and guidelines of the Advertiser posted on the Platform, the Advertisers’ hyperlinks available on the Platform are links to their websites.
- Campaign: a Campaign establishes, along with the rules and provisions contained in these T&Cs, the conditions precedent to end customer action for a fee (e.g. by generating a view, a click, a lead, a valid sale or a combination thereof) and the terms or, where applicable, the calculation of the amount of the remuneration owed to the Publisher.
- Partnership: a Partnership means the conditions governing the cooperation between an Advertiser and a Platform Publisher. Partnerships can be requested by both parties via the Platform. Partners must explicitly give their consent to their final conclusion. However, Partnerships do not constitute a contractual relationship between a Publisher and an Advertiser.
- Publisher: a Publisher is a physical or legal entity which offers the Advertisers an advertising space adapted via the Platform so that they can advertise the products and services they offer through the web and online shops posted on behalf of the Publisher.
- Advertising space: Advertising space is the Publisher’s Internet offer whereby the Publisher refers to the affiliated links (e.g. websites via fixed or mobile access, applications, social profiles and other means of online presence...) in accordance with the requirements and guidelines posted by the Platform to said Publisher.
- End customer: an End customer (hereinafter also "End client") is a physical or legal person viewing the Publisher’s Advertising Space or, where applicable, the Advertiser’s website,, and carries out a view, a click, a lead or a sale.
- Affiliated Link: an Affiliated link (hereafter known as a "Link" or "Hyperlink") is a Hyperlink made available on the Platform by the Advertiser in order for it to be used by the Publisher in the Advertiser’s Advertising Space, a hyperlink which bounces to the Advertiser’s website or to another target link to remember.
- View: a View is the fact that an End customer knowingly and intentionally consults an Advertising Space through an advertising medium installed or supplied by an Advertiser.
- Post-view: a Post-view is an action whereby the End customer, as a result of a valid view, generates a lead or a sale or another valid successful action previously set by the Advertiser.
- Click: a Click is the fact that an End Consumer, wilfully and knowingly consults a Hyperlink in an Advertiser’ space which in turn forwards him to that Advertiser’s website.
- Post-click: a Post-click is an action whereby the End customer, as a result of a valid Click, generates a lead or a sale or another valid successful action previously set by the Advertiser.
- Lead: a Lead is an action leading to a previously defined result by the Advertiser and made knowingly and intentionally by the End customer, such as registering for a newsletter or an online offer from the Advertiser as a result of a Post-view or a Post-click.
- Sale: a Sale is an act by the End customer to knowingly and intentionally buy a paying product or order wilfully and knowingly a paying service from the Advertiser after a Post-view or Post-click.
- Pay-per-view: in Pay-per-view invoicing, the Publisher is credited with a fixed or variable flat rate, depending on of the Advertiser in question’s campaign, for each series of 1,000 (one thousand) visits reached on the basis of valid visits recorded and verified by the Revendless Platform. Traffic generated by the Publisher and used as the basis for invoicing the Post-view method is not taken into account.
- Pay-per-click: in the Pay-per-click method, the Publisher is credited with a fixed or variable flat rate, depending on the campaign of the Advertiser in question, depending on the number of valid Clicks counted and verified by the Platform and also identified and confirmed by Revendless in all fairness. Traffic generated by the Publisher and used as the basis for invoicing a Post-Click method is not taken into account.
- Pay-per-lead: in the Pay-per-lead charging method, the Publisher is credited with a fixed or variable flat rate, according to the Advertiser’s campaign in question, depending on valid leads counted and verified by the Platform and the Advertiser and also identified and confirmed in all fairness. Traffic generated by the Publisher and used as the basis for invoicing the Post-View method is not taken into account.
- Pay-per-sale: in the Pay-per-sale charging method, the Publisher is credited with a fixed or variable flat rate depending on the campaign of the Advertiser in question or, as the case may be, of a proportionate share of the net sales of goods and services purchased by the End Customers (excluding VAT and other ancillary services such as carriage), based on sales recorded and verified by the Platform and the Advertiser and also impartially identified and confirmed.
- Open commission: an Open commission is potential remuneration reserved in advance (for example, if the conditions precedent for remuneration are only partially met) without an immediate right to a credit arising in favour of the Publisher, and which then turns into a validated commission or, where appropriate, a refused commission after verification by the Advertiser and the Platform, and is subject to being compliant with the provisions and rules contained in these T&Cs.
- Rejected commission: a Rejected commission is a commission not paid to the Publisher and which was considered not payable and void as a result of a refusal (e.g., following verification by the Advertiser or Platform).
- Confirmed commission / Credit: a Validated commission or Credit is a commission to be paid or already paid to the Publisher, which the latter receives after the validation is complete (verified by the Advertiser and by Revendless) and which pays for a valid action eligible for remuneration (e.g. a View, a Post-view, a Click, Post-click, Lead or Sale). The Publisher can only claim his right to commission after Revendless has actually received the commission payable by the Advertiser.
§ 2. Scope
- These T&C shall apply to all contracts made between Revendless and the Publisher as well as to all the offers and services made available to the latter by Revendless. They exclude the application of the Publisher’s general terms and conditions unless there is a formal written agreement from Revendless.
- Only representatives who are allowed to represent Revendless are able to agree amendments to these T&Cs.
§ 3. Conclusion of the contract
- Registration and participation in the Platform are free but subject to the prior approval of Revendless which may at its discretion refuse a potential Publisher and is only allowed to natural or legal persons by § 14 BGB.
- If the potential Publisher is a legal person it must provide evidence of its identity and its representative’s powers.
- By inputting the required data at the time of registration and by approving these T&Cs, the Publisher makes a firm offer. The subsequent activation of the account by Revendless gives rise to a contract between the Publisher and Revendless.
- After confirming the Publisher’s email address, given at the time of registration by clicking the confirmation link in the message sent by Revendless, and after activation by Revendless, the access data for the Publisher are activated and may be used for registration on the Platform.
- The Publisher undertakes to continuously maintain the data posted on its account on the Platform up-to-date and to modify them if necessary in case of any change.
- The Publisher undertakes not to transfer to any third party its account data for accessing the Platform nor its data access provided by the Platform (such as access to the API) and to keep such data strictly confidential.
- The sale or transfer of the Publisher’s registration and account are subject to the express written consent of Revendless.
§ 4. Object of the contract
- Revendless operates and administers a Platform allowing the Advertisers to market their products and services in the Publisher’s advertising space. Meanwhile, the Platform assists the Publishers in managing and executing these marketing activities.
- The Advertisers manage an online offer which consists of distributing products and services. To increase the sales of their products and services and in order to reach their End customers, they need to have access to appropriate Advertising spaces. These Advertising spaces are offered by the Publishers and can be made available depending on the advertising campaigns defined by the Advertiser.
- To promote the Advertiser’s Campaigns, a partnership must exist between the Publisher and the Advertiser. To this end, a partnership request must be sent via the Platform by the Advertiser to the Publisher, or vice versa. The confirmation of the partnership (joint approval of the partnership by the Advertiser and the Publisher) results in the creation of a partnership, provided that the latter does not however create any direct contractual relationship between the Advertiser and the Publisher, each of them only maintaining a legal relationship with Revendless. The approval of the partnership may therefore be freely withdrawn at any time without either party nor Revendless itself giving any reason.
- By requesting or approving a partnership, the Publisher accepts all guidelines and conditions of any participation listed elsewhere on the Platform of Advertiser or Revendless. In this regard, the Advertisers have an obligation to ensure that the guidelines and conditions of participation listed separately do not contradict these T&Cs nor any other current general terms and conditions relating to the Platform or any other general terms and conditions applicable to the Advertisers. However, in the case of any inconsistencies, these T&C and other general conditions relating to the Platform as well as the Advertisers’ general terms and conditions always prevail over the Publisher’s general terms and conditions.
- The Publishers advertise the Advertisers’ campaigns in their own Advertising space and using the functionalities and ancillary tools made available to them by the Platform. If this gives rise to a claim for receiving payment defined more precisely in the Advertiser’s campaign, such as by a View, a Click, a Lead or a Sale or a combination thereof, the Publisher shall receive from Revendless a corresponding fee depending on the result.
- For invoicing purposes, Revendless, using the Platform and using appropriate monitoring procedures, records, analyses and verifies all actions leading to a result and qualifying for a fee. At regular intervals, Revendless establishes the pro forma statement for the Publisher on the basis of data collected in accordance with § 7 of these T&Cs.
- Revendless shall make the Platform available in its current technical state and will endeavour, without being obliged to do so, to constantly pursue its development and improvement. This also includes the total or partial suspension of services or features provided that such suspension results in only minor changes regarding the services. In particular it has the right to amend a service in order to adapt it to the sector’s use or in case it is required by legislation.
§ 5. Advertising space and the use of advertising tools
- The Publisher can only advertise in an area that it operates itself or for which it has the appropriate marketing rights. The Publisher undertakes to provide a corresponding proof on Revendless’ request.
- The Advertising space used by the Publisher and the content of that Advertising space must meet the legal provisions in force at any given time. The Publisher agrees in particular not to present nor include in its advertising space, as well as on the internet, offers which ultimately link to this Advertising space, and whose content is pornographic, potentially dangerous for young people, or advocates violence, incites racial hatred or incites the commission of criminal offences and content explaining how to achieve this, and the Publisher undertakes not to offer services enabling the above.
- The Publisher must protect the publicity rights, copyrights, trademark rights and other intellectual property rights of third parties (e.g. reproductions of images, works, objects or signs) according to the rules of the country of use.
- Prior to the use of trademarks, logos, websites, screenshots and other characteristic features of the participating Advertiser or Revendless itself, the Publisher undertakes to obtain from the right holder proof of his right. Moreover, in the layout and organization of its Advertising space, the Publisher undertakes to do no harm and not to affect in any manner whatsoever the branding of the marks, products and services of the Advertisers referred to in the advertisements nor of Revendless itself. The Publisher undertakes not to interfere with the use of websites by pop-up advertisements.
- As part of its partnership with the Advertiser, Revendless provides the Publisher with advertising tools (eg links, banners, program codes, products, etc.). The Publisher undertakes only to use advertising tools made available by Revendless in order to advertise products and services of the participating Advertiser and not to modify them, except in cases of technical necessity. In addition, the Publisher undertakes to use advertising tools made available to him exclusively for the duration of the contract and for the execution of said contract.
- The Publisher may use the participating Advertisers’ marketing tools or those of Revendless itself when sending e-mails only after obtaining the prior and express approval of the recipient and in accordance with legal rules in force (CNIL).
- The integration and the positioning of advertising tools in the Advertising space of the Publisher can in principle be freely chosen by the latter, but must still comply with the rules and objective of the Advertiser in question or of Revendless itself. If one of the integrated advertising tools breaches these T&Cs or any other applicable rules on the Advertiser's site, it must be removed immediately, at the latest after the Advertiser or Revendless itself has received the request.
- In case of internet offers used for business or advertising purposes, the Publisher must include with its offer a supplier’s identification number pursuant to the "open market" rule (Art. 6 III 1 of the French law LCEN).
§ 6. Conditions precedent to actions qualifying for a fee
- Revendless allows the Publisher to advertise targeted campaigns of the participating Advertisers and, to this end, to receive a fee as a result. The Publisher may assert his right to remuneration solely pursuant to these T&Cs and pursuant to potential guidelines and conditions of the participating Advertiser and of the campaign in question, listed separately.
- The conditions and guidelines as well as the basis for calculating the fee in relation to the result can be found on the website. The Advertiser and Revendless have the right to modify or cancel them, by adding a provision which will enter into force in the future, unless the Publisher terminates it partially or wholly.
- All the actions giving rise to a fee acknowledged by the Platform are updated several times a day and are initially credited to the account of the Publisher, and the Advertiser and Revendless reserve the right to audit them even after registration on the Platform or following a deposit. In order to record the actions giving rise to a fee, only the monitoring procedures used by Revendless constitute a proof in order to determine whether or not the action in question is valid and gives rise to a fee.
- Not considered as valid actions giving rise to a fee are the Views or Clicks, for example, which are not generated naturally but as a result of duress or inappropriate incentives (for example as a prerequisite to participating in a lottery or other operations in return) or by manipulation, fraud or deception of the End customer. This provision also applies to Views or Clicks repeated or carried out successively in a short period of time by a single End customer and / or by a network of End customers gathered for this purpose (even if it relates to different hyperlinks) as well as to the views or clicks not generated in the Publisher’s Advertising space or, again, that were created by an automatic action of any kind.
- A fee linked to the result carries full settlement of all credit owed to the Publisher and excludes any other compensation or reimbursement of expenses.
- The Publisher’s remuneration is not due until actual receipt by Revendless of the commission payable by the Advertiser.
§ 7. Deposit and invoicing
- Revendless manages an unremunerated credit account for the Publisher, aimed at recording the regular operations regarding the payment of fees. The Publisher may consult the account balance on the Platform at any time and obtain a statement.
- Revendless is prepared to pay without delay to the Publisher some instalments, even if all the necessary remuneration conditions have not yet been definitively verified by Revendless or by the Advertisers concerned, in particular to ensure that such deposits are justified by valid and lawful actions giving rise to a fee. Accordingly, the invoicing and payment of a deposit cannot be established unreservedly. Revendless is entitled, within three (3) months from the date of invoice, to make the appropriate corrections.
- The Publisher receives a monthly statement and fee based on the payment information listed in their account, provided the account balance exceeds the minimum payment amount which it is subject to (see § 7. IV.) when the monthly payment operation takes place. If the balance is less than this minimum amount, it is carried over to the following month and remains on the credit account of the provider.
- The minimum payment is twenty-five (25) euros net for bank accounts with a SEPA system (IBAN and BIC) as well as PayPal accounts. Regarding bank accounts which do not adhere to the SEPA system, payment shall be made only from a minimum payment of two hundred (200) euros net of expenses. Upon request, the Publisher may obtain a payment lower than the minimum payment amount, subject to the repayment of a flat processing fee of five (5) euros, plus potential bank charges on top. The fees payable are clawed back by being deducted from the amount paid.
- If the PayPal option is chosen, a transaction fee may possibly be levied by PayPal, the amount of which can be found on PayPal website, and must be borne by the Publisher.
- The Publisher shall indicate on his account all the information needed for payment as well as all tax information in order to enable Revendless to pay the deposit in accordance with all relevant legal and fiscal requirements.
- After confirming the balance and carrying out payment of the deposit, Revendless shall provide the Publisher with proof of payment pursuant to the requirements prescribed by the French tax legislation, with said proof being available for consultation and being extracted at any time as well as retroactively by the Publisher for the whole duration of the contract by using their account on the Platform.
- The Publisher is required to periodically verify his statements and deposits and to immediately report in writing to Revendless the errors found, however this must be done at the latest within a period of two (2) weeks. After such period, it will no longer be able to assert the detected errors.
§ 8. Guarantee and liability
- Revendless cannot guarantee uninterrupted use and access to the Platform.
- Revendless cannot be held liable for the lack of content or errors in the content and functionality of third parties’ websites with which the Platform is linked or to which it refers in its services.
- Revendless cannot be held liable for technical failures, errors, delays in transfers and interruption of service nor the resulting consequences for the Publisher, such as a subsequent loss of data if the root of the problem is not attributable to Revendless.
- Revendless cannot be held liable for third party access to personal data held by the Publisher following criminal activity or hacking.
- Revendless shall be accountable for its serious misconduct and breaches of its contractual obligations. In such a case, its liability is limited to foreseeable damage and it excludes any compensation for loss of chance or turnover.
- The exclusions and limitations of liability described in § 8. V. above do not apply in the case of the strict liability of Revendless pursuant to applicable law or in the event of liability arising from a contractual guarantee of strict liability.
- The Publisher releases participating Advertisers and Revendless of all liability claims potentially filed at court, claims for damages, notices of default or statements of termination of an offending act from third parties (e.g. trademark infringement, competition law infringement, copyright breach or data protection related breach) and of all associated costs and expenses if it is proved that the Publisher is liable (even if the infringement has ceased). The Publisher also holds Revendless harmless from the consequences of any breach of the rules set out in § 5 above.
- The above exclusions and limitations on liability also apply to the liability of Revendless’ employees, salaried staff, partners, representatives and ancillary agents, especially for the benefit of shareholders, employees and representatives as well as their members’ representative bodies as far as personal liability is concerned.
§ 9. Data protection
- The collection, processing and use of personal data are a precondition for Revendless in respect of the running of the Platform and they are carried out exclusively in accordance with the legal provisions in force regarding data protection.
- Thus, Revendless is authorised, if necessary, to collect and use personal data in order to provide access to the Platform. The Publisher may at any time request that Revendless send, secure or delete personal data concerning the Publisher which is stored on the Platform.
- The Publisher’s personal data collected on the Platform at the registration stage and during the term of the contract is stored and processed for implementation and operation of this contract.
- Data may be disclosed to third parties only if such transfer of data is necessary for the implementation of this contract (e.g. in order for other participants of the Platform to connect with each other or make available more detailed information regarding the Publisher’s Advertising space or regarding the Advertiser’s website).
- In case of an effective termination pursuant to the provisions of § 13, all personal data collected during the term of the contract shall be fully deleted after expiration of the statutory retention periods.
§ 10. Amendments
- Revendless is entitled to change or amend these T&Cs and specify their effective date. Revendless shall more specifically inform the Publisher that the changes shall be deemed to be accepted unless they are challenged within a statutory period of 15 days. In case of refusal, either party shall be entitled to terminate the contract without giving notice.
- The data, key figures and amounts of commissions and deposit payments are subject to variation depending on the particular circumstances of partnerships.
§ 11. Confidentiality
- The contracting parties undertake to keep confidential all information and all available documents accessible as part of the contract and considered as confidential or clearly recognisable as commercial or industrial secrets belonging to the other party – with the exclusion of the information and documents needed for the contractual performance or requested by any administrative order, court order or by a supervisory conduct authority for trading - and not to save, transmit or use them for any other purpose whatsoever.
- The contracting parties have received express assurances from the employees, ancillary agents and subcontractors working for them and also those who have access to confidential information and documents, that they will also respect the ban on recording, transmitting and using such information and documents for any other purpose.
- The contracting parties are obliged to consult the other party should they query the confidential nature of specific information. If any doubt remains, each party will assume that the information should be considered confidential.
- In case of a breach of the confidentiality obligation, the contractual parties agree to apply a contractual penalty. This will be up to 1,000 Euros per offence and shall be paid by the other party in the event of a breach being proven. The payment of the contractual penalty does not exclude other claims for damages at a later stage.
§ 12. Manipulation, unauthorised use or fraud
- Any tampering, unauthorised use or bypassing / blocking the Platform’s functional principles as well as of the infrastructure, systems, programs codes and technologies used (e.g. monitoring systems or invoicing) or simulation to carry out actions leading to remuneration through unfair or illegal methods and means as well as any action causing harm to other participants or to the Platform itself is strictly prohibited and will be reported immediately upon detection using the integrated control systems for breaches, fraud or attempted fraud when proven.
- Each tampering or unauthorized use of the Platform causes the account to be blocked immediately. The Publisher may object in writing to Revendless within four weeks after the said block in order to clarify the facts.
- In cases of deliberate tampering or breaches, the Publisher undertakes to pay a contractual penalty to Revendless of 20,000 Euros without prejudice to any legal claim.
§ 13. Duration and termination of the contract
- The contract between the parties is signed for an indefinite period and may be terminated at any time by either party without giving reasons and without notice.
- Upon termination of the contract, the Publisher’s account shall be disabled after the effective date of termination, and access to the Platform will be deleted. Should the account be in credit, it will be accounted for and payment will take place regardless of the minimum payment.
- In case of termination on the grounds of breach of contract as per § 12 above (manipulation, unauthorised use or fraud), the potential credit existing on the account shall be clawed back for an amount equivalent to the contractual penalty to be paid in accordance with §12.III., as liquidated damages and they shall be deducted from the latter.
- Compliance with these T&Cs is of paramount importance for a seamless operation of the Platform. Therefore, Revendless reserves the right, in addition to terminating this contract in the event of a fundamental breach of contractual obligations by the Publisher, to bring legal proceedings. This provision applies particularly when Revendless is required to meet legal or financial claims further to breaches of third party rights by the Publisher. In this case, the Publisher is required to reimburse to Revendless all costs and expenses arising from a breach he committed.
§ 14. Final provisions
- This contract is subject to the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
- The place of jurisdiction is Munich, if the Publisher is a merchant within the meaning of the German Commercial Code (HGB), if the Publisher has relocated it's permanent residence abroad after the present T&Cs have entered into force, if the Publisher does not permanently reside within Germany or if the Publisher’s domicile or usual place of residence are not known at the time at which a suit is filed with the courts.
- It is not the intention of the parties for this contract to be a joint venture.
- In order to be valid, the ancillary clauses, amendments or additions to this contract must be in writing. The removal of such a condition must also be made in writing. Under these T&Cs, the written form also encompasses emails and faxes.
- In the event that any one of the provisions of this contract proves to be invalid or unenforceable or becomes invalid or unenforceable after the conclusion of this contract, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision will be superseded by a valid, enforceable provision whose effects most closely resemble the original intended economic purpose of both parties in relation to the invalid provision. The above provisions shall apply mutatis mutandis in the event of any missing information.