Advertiser Terms

1. About these Terms

1.1 These Advertiser Terms ("Terms") govern your use of the Services as an Advertiser under the Admeking brand. Your contracting party is Adwirk GmbH, Haunstetter Straße 112, 86161 Augsburg, Germany. Its register details are in the Legal Notice at https://admeking.com/legal/impressum.

1.2 The Services are offered to businesses only. You may use them only for purposes of your trade, business or profession. If a consumer nevertheless contracts with us, the mandatory consumer protection rules that apply to that consumer are not excluded or limited by these Terms.

1.3 You accept these Terms by ticking the acceptance box during registration (the box is never pre-ticked), by accepting them in the cabinet, or by signing an Order Form that refers to them. The person who accepts must be authorised to bind you (clause 4.3).

1.4 Each version of these Terms has a document ID and a version number. A published version is never edited. We publish the current version and all earlier versions in the Legal Hub, so the version you accepted can always be retrieved.

1.5 If you also act as a Publisher, the Publisher & Supply Terms govern that role. Accepting these Terms does not make you a Publisher, and accepting the Publisher & Supply Terms does not make you an Advertiser.

2. Definitions

2.1 The Definitions document (ID DEFS, https://admeking.com/legal/definitions) is part of these Terms. It defines, among others, Services, Customer, Advertiser, Supply Partner, Account, Customer Agent, Order Form, Ad, Campaign, Destination, Campaign Declaration, Billable Event, Invalid Traffic, Statistics, Account Balance, Promotional Credit, Chargeback, Reserve and Personal Data. Those terms have the meaning given there.

2.2 In these Terms, the following terms also apply:

1. Agreement: these Terms, the documents listed in clause 3.1 and any Order Form.
2. Route: the sequence of URLs, trackers, redirects and pages through which a user travels from an Ad to the final Destination.
3. Rotating Route: a Route that sends different users to different offers or final Destinations, for example a smartlink, an offer wall or an affiliate-network rotation.
4. Route Schedule: the approved list, for a Rotating Route, of the offer categories, offers or offer types, final domains and targeted countries within which the Route may rotate.
5. Reviewed Version: the Ad, Campaign Declaration, Route and Destination content as submitted to and reviewed by us at the time of an approval.
6. Material Campaign Change: a change listed in clause 7.5.
7. Signal: information indicating that a Campaign, Ad or Destination may breach the law or the Agreement, as described in clause 18.1.
8. Linked Account: another account that we have established, under clause 18.6, to be controlled by you or by the same persons that control you.
9. Participating Supply Partner: a Supply Partner that meets the conditions in clause 21.2.
10. Indemnified Party: we and each Participating Supply Partner.
11. Third-Party Claim: a claim, demand, lawsuit or proceeding brought by a person other than the parties, including users, competitors, rights holders, consumer or competition associations and public authorities.
12. Essential Obligations: obligations whose performance makes the proper performance of the Agreement possible in the first place and on whose performance the other party regularly relies and may rely.

3. Contract documents and order of precedence

3.1 The following documents are part of the Agreement, each in the version that applies under clause 26:

1. the Advertising & Traffic Policy (ID ADV-POLICY, https://admeking.com/legal/advertising-policy);
2. Payments, Refunds & Adjustments (ID PAY, https://admeking.com/legal/payments-refunds), advertiser part;
3. the Data Protection Terms (ID DPT, https://admeking.com/legal/data-protection);
4. the API, Automation & MCP Terms (ID API, https://admeking.com/legal/api-automation), if you or a Customer Agent use the API or automated tools.

3.2 The Privacy Notice (ID PRIVACY, https://admeking.com/legal/privacy) explains how we process Personal Data about you and your users. It is information, not a contract term, except where these Terms refer to it.

3.3 If documents conflict, the following order applies, the higher item prevailing:

1. mandatory law;
2. terms individually agreed with you, in particular in an Order Form, to the extent they deal with the matter in question;
3. the Data Protection Terms, for the processing of Personal Data;
4. these Terms;
5. Payments, Refunds & Adjustments, the Advertising & Traffic Policy and, where applicable, the API, Automation & MCP Terms.

Within item 5, Payments, Refunds & Adjustments governs payment mechanics and the Advertising & Traffic Policy governs content and traffic rules.

3.4 Your own general terms, purchase-order terms or similar conditions do not apply, even if you refer to them, we do not object to them, or we perform without reservation. They apply only to the extent we expressly agree to them in an Order Form.

4. Eligibility, authority and verification

4.1 To use the Services you must:

1. be a business that acts through a person who is at least 18 years old;
2. not be subject to, or owned or controlled by a person subject to, sanctions that prohibit us from dealing with you;
3. not have had an account with us terminated for a serious breach, unless we agree in writing or electronically to a new account.

4.2 You must give complete and accurate information about your company, including its legal name, registered address, registration number and, where you have one, VAT number, and keep it up to date.

4.3 Each person who registers, accepts these Terms or acts in the Account confirms that they are authorised to bind you. Actions taken with your Account credentials are treated as yours (clause 5.2).

4.4 We may ask for information and documents about your company, its owners, managing directors and beneficial owners, the payer of your deposits, and the actual advertiser behind each Campaign ("verification"). We may use third-party services to verify it. We do this to meet legal obligations that apply to us, to protect users and Supply Partners, and to prevent fraud. Until verification is complete we may refuse registration, Campaigns, deposits or refunds.

4.5 Agencies and other intermediaries. If you buy advertising for another business (an "end advertiser"):

1. you contract with us in your own name and are liable under the Agreement as the Advertiser, unless an Order Form records that you act in the name of the end advertiser and the end advertiser has accepted the Agreement;
2. you confirm that the end advertiser has authorised you to run its Campaigns and to give the declarations and warranties in these Terms on its behalf;
3. you must name the end advertiser truthfully in each Campaign Declaration;
4. you must ensure that the end advertiser and every Customer Agent involved complies with the Agreement;
5. we may ask the end advertiser to confirm your authority and the Campaign Declaration.

5. Accounts, Customer Agents and automation

5.1 You must keep your Account credentials, API keys and postback keys confidential, limit access to people and tools that need it, and tell us without delay at [email protected] if you suspect that any of them has been compromised. We may block credentials that appear compromised.

5.2 Actions taken through your Account, with your credentials, or by a Customer Agent within the authority you gave it, are attributed to you. You are responsible for the acts and omissions of your Customer Agents in connection with the Services as for your own.

5.3 Automated tools and AI agents that you or a Customer Agent authorise are Customer Agents. They do not become a separate contracting party. You are responsible for the scope and spending authority you give them.

5.4 Our own automation, such as automatic optimisation, bid suggestions or assistant tools we operate, is part of the Services. Errors of our own automation are our errors under clause 16.3, not yours.

5.5 Use of the API and of automated tools is also governed by the API, Automation & MCP Terms. Campaigns created or changed through the API are subject to the same Campaign Declaration, review and approval rules as Campaigns created in the cabinet.

6. Our role

6.1 We provide a platform through which you create Campaigns, and we deliver your Ads to users through inventory made available by Supply Partners. The formats offered under the Admeking brand are: native, popunder, push.

6.2 We and you are independent contractors. The Agreement does not create a partnership, joint venture, employment or franchise relationship. Unless an Order Form says otherwise, we do not act as your agent.

6.3 We contract with Supply Partners in our own name. You do not become a party to those contracts. Supply Partners are independent businesses; they may apply their own content rules and may decline to display particular Ads.

6.4 Your only contracting party is the company named in clause 1.1. Our affiliates, shareholders, managing directors and the operators of other brands do not guarantee or assume our obligations, and are not bound or entitled under the Agreement, unless they sign an Order Form with you. The same applies to the affiliates of your company. Clause 21 (Participating Supply Partners) is the only exception.

6.5 Unless an Order Form guarantees particular placements, we decide on which inventory your Ads appear, within the targeting, blocking and other settings you choose and that the cabinet offers.

6.6 We may use subcontractors and technology providers to provide the Services. We remain responsible for them towards you as for our own acts.

7. Campaign Declaration and review

7.1 Before a Campaign can run, you must submit a Campaign Declaration. It must state, for the Campaign:

1. the actual advertiser and the product or service advertised;
2. the content category and, for restricted categories under Section B of the Advertising & Traffic Policy, the licences or approvals you hold for each targeted country;
3. the targeted countries;
4. the initial domain and every final domain of the Destination;
5. whether the Route rotates offers, and if so the proposed Route Schedule;
6. whether the Destination offers a download, a subscription or recurring charges.

7.2 Your Campaign Declaration must be true, complete and current. You must update it before any change takes effect that makes it inaccurate.

7.3 Submitting a Campaign is an offer to buy advertising on the terms of the Agreement. We accept it by approving or activating the Campaign. We are not obliged to accept any Campaign.

7.4 We review submissions by the methods we choose. We may approve, reject, ask for changes or information, or approve subject to limits on countries, formats, Supply Partners or volume. The same review applies whether a Campaign is created by you, by a Customer Agent, through the API, or by our staff on your instructions.

7.5 The following are Material Campaign Changes. Each requires an updated Campaign Declaration and our approval before it goes live:

1. a change of the product or service actually offered, or of the actual advertiser;
2. a change of content category, in particular into a restricted category;
3. a change of the price, payment, subscription or billing model the user is offered at the Destination;
4. a new final domain that is not in the approved Campaign Declaration or Route Schedule;
5. adding a targeted country in which the category is restricted or requires a licence;
6. adding a download, or changing the software offered for download.

7.6 Changes that are not Material Campaign Changes, such as new creative variants of the same offer, translations, layout or A/B variants, and changes of tracking parameters, may go live without new approval. They must still comply with the Agreement.

7.7 An approval covers the Reviewed Version only. Clause 9.8 explains what an approval does not mean.

8. Campaign states, stopping and budgets

8.1 A Campaign is in one of the following states:

1. submitted: awaiting review;
2. under review: being reviewed or re-reviewed;
3. rejected: not approved; it may be resubmitted with changes;
4. active: approved and eligible for delivery;
5. paused: stopped by you, or automatically when your Account Balance or a budget is used up;
6. suspended: stopped by us under clause 18 while we investigate;
7. reinstated: returned to active after a suspension;
8. terminated: permanently stopped by us under clause 18 or 27.

The labels shown in the cabinet may differ; this clause defines what each state means under the Agreement.

8.2 Reserves and refunds have their own status, separate from the Campaign state (clause 15). Rejecting, suspending or terminating a Campaign does not delete the ledger entries, Statistics or evidence that relate to it; we keep them as described in the Privacy Notice.

8.3 Time for a stop to take effect. When you pause or stop a Campaign, or a budget or your Account Balance is used up, delivery does not stop instantaneously across all serving paths. A stop normally takes effect within a few minutes. Billable Events recorded until the stop takes effect, and Billable Events for Ads already delivered to users before that time, are chargeable.

8.4 The delay in clause 8.3 is a technical fact, not a permission. If you know or should know that a Campaign breaches the law or the Advertising & Traffic Policy, you must stop it and tell us at once. The delay does not excuse you, and we do not rely on it to keep serving a Campaign we know to be dangerous: in that case we take the steps available to us to stop serving under clause 18.

8.5 Budgets. You may set daily, total or other budget limits where the cabinet offers them. How we apply them is described here: we check budgets against recorded spend, and delivery of a Campaign stops when its spend reaches the limit. Spend can exceed a limit only by Billable Events in flight when the limit is reached or reported after it. A budget limit is a hard cap only if that description says so. Spend recorded for Billable Events in flight, reported with a delay, or recorded while a stop takes effect under clause 8.3 may exceed a limit to the extent described there.

8.6 If spend exceeds a budget limit or your Account Balance by more than the description in clause 8.5 allows, and the excess was not caused by you or a Customer Agent, we credit the excess to your Account Balance.

8.7 We may pace, throttle or limit delivery for technical, quality, security or Supply Partner reasons. This is not a breach of the Agreement.

9. Destinations, cloaking and continuing compliance

9.1 Advertiser-controlled destinations. You are responsible under the Agreement for your Ads, your targeting instructions, the products and services you advertise, and every intermediate and final Destination used in a Campaign, including trackers, redirects, smartlinks and Rotating Routes operated by you or on your behalf. Using an agency, an affiliate network, a tracking provider or another Customer Agent does not release you from these obligations.

9.2 A Destination covers the Route a user actually travels from your Ad and the product actually offered there, as defined in DEFS. It does not cover unrelated pages a user visits independently afterwards.

9.3 Continuing compliance. You must ensure, for as long as a Campaign can deliver, that every offer actually delivered through it complies with the law of each targeted country and with the Advertising & Traffic Policy. This covers the actual offer, every targeted country, your rights in the content, the licences required for the category, the nature of the product, and the price, payment and subscription terms shown to users.

9.4 Cloaking is prohibited. You must not:

1. show us, our reviewers, our review systems or Supply Partners content that differs materially from what users see, where the difference hides a breach of law or of the Advertising & Traffic Policy;
2. after approval, replace an approved Ad, offer or Destination with materially different content that breaches the law or the Advertising & Traffic Policy, or make a Material Campaign Change without approval;
3. conceal the final offer, the actual advertiser or the true nature of a download, subscription or charge;
4. filter or route traffic so as to identify reviewers or review systems and keep them away from what users see;
5. circumvent a rejection, suspension or termination, for example through a new account, a new domain, a different Route or another Customer Agent.

9.5 Lawful practices remain permitted. Localisation by language or country, renderings for different devices, A/B and multivariate testing, personalisation, ordinary redirects, click tracking and your own filtering of automated traffic are permitted, provided that every variant a user can receive complies with the Agreement and that nothing is used for a purpose listed in clause 9.4.

9.6 Customer Agents and rotation. If an offer delivered through your Route changes, including because an affiliate network, tracker or other Customer Agent changed it, you must ensure that the new offer complies with the Agreement or stop the Route at once. A change made by a Customer Agent is not a defence.

9.7 A Rotating Route may only deliver offers within its approved Route Schedule. Any offer, category, final domain or country outside the Route Schedule is unapproved. We do not undertake to review every combination a Rotating Route can produce; the Route Schedule is the basis of approval.

9.8 Scope of review. Unless expressly agreed otherwise in an Order Form, the Services do not include an audit of all internal configurations of advertiser-side tracking and routing systems. An approval relates to the Reviewed Version. It is not a legal opinion, not a certification of content that was hidden from us, and not permission to depart from the law or the Advertising & Traffic Policy. Technical help we give, such as resizing, translating or setting up tracking at your request, does not release you from your warranties. If we create or change Ad content on our own initiative or contrary to your instructions, we are responsible for that contribution. This clause does not exclude our mandatory legal duties, including duties that arise once we gain knowledge of unlawful content, or our liability for our own acts and omissions.

9.9 Re-review and route evidence. We may re-review any Campaign at any time in good faith, including after approval and without a specific suspicion. We may ask you for route evidence, such as the full list of hops in a Route, the configuration of your tracker for the Campaign, the offers a Rotating Route has delivered, test access to the Destination and copies of licences. You must provide it within the reasonable time we set in the request, which will not be shorter than two Business Days unless a serious risk requires a faster answer.

9.10 If you do not provide route evidence in time, we may suspend the affected Campaign until you do. Failure to provide evidence is a ground for suspension. It is not, on its own, proof that the Campaign is unlawful.

9.11 You must cooperate in good faith with our reviews, with investigations of Signals and with requests from authorities or Supply Partners that concern your Campaigns.

10. Licence and placement

10.1 You grant us and the Supply Partners that display your Ads a non-exclusive, royalty-free licence, for the targeted countries and for the term of the Agreement, to reproduce, store, cache, transmit and display your Ads and the names, marks and other content in them, as needed to deliver your Campaigns.

10.2 The licence includes technical adaptation needed for delivery, such as resizing, compression, format conversion and adding an advertising label. It does not allow changes to the message of the Ad.

10.3 You also grant us a non-exclusive, royalty-free licence to capture, store and use copies of your Ads, Routes and Destinations for review, evidence, fraud prevention, compliance, reporting to authorities, Supply Partners or payment providers where clause 23.3 allows it, and the defence of claims. This licence continues after the Agreement ends for as long as we need the copies for those purposes.

10.4 We do not use your Ads in our own marketing without your consent.

10.5 You confirm that you hold, for every targeted country, all rights needed to grant these licences, including copyright, trade mark, design, image and personality rights, and the rights of people shown in the Ads.

11. Pricing models and Billable Events

11.1 The pricing models available under the Admeking brand are: CPM, CPC, CPA. The cabinet shows which models are available for each format and country. Models that are not listed are available only under an Order Form.

11.2 Under each model, you pay per Billable Event as recorded in our Statistics:

1. CPM: per thousand impressions;
2. CPC: per click;
3. CPA: per qualifying action, as defined in the Campaign settings and reported by your conversion signal (postback or pixel).

11.3 The charge for each Billable Event is determined by the bid and pricing settings of the Campaign as shown in the cabinet. Minimum bids and floor prices may apply by format and country.

11.4 Target CPA is an optimisation goal, not a price. Where a Campaign uses a target cost per action, our systems use it to steer delivery. You are charged under the pricing model of the Campaign (for example CPM or CPC), not per action. Your actual cost per action may be higher or lower than the target. Missing the target is not a ground for a refund.

11.5 CPA means paying per action. Where a Campaign is priced on CPA:

1. each qualifying action your conversion signal reports is a Billable Event;
2. you are responsible for configuring your conversion signal correctly;
3. you must not fabricate, inflate, suppress, delay or alter conversion signals, including to reduce charges or to manipulate optimisation;
4. a reported action can be disputed only as Invalid Traffic or as a proven error under clause 13.

12. No guaranteed results

12.1 Unless an Order Form expressly guarantees a specific result, we do not guarantee any return on investment, sales, conversions, leads, traffic volume, click-through rate, placement on specific inventory, spending of your full budget, or uninterrupted availability of the Services.

12.2 Forecasts, estimates, recommendations, bid suggestions and outputs of automated or AI tools are estimates. They are not promises of results and do not confirm that a Campaign complies with the law.

12.3 We apply measures to detect and filter Invalid Traffic. No measure can exclude Invalid Traffic entirely, and we do not promise that your Campaigns will receive none. Your remedy for Invalid Traffic is the credit described in clauses 13 and 15 and in Payments, Refunds & Adjustments, without prejudice to clause 22.

12.4 The Services may be unavailable during maintenance, updates or outages. Where we can, we announce planned maintenance in advance.

13. Statistics and discrepancies

13.1 Charges are based on our Statistics. Your own figures, your tracker's figures or a third party's figures are not the basis for billing, unless an Order Form says so.

13.2 Statistics shown in the cabinet are preliminary. They become final as described in Payments, Refunds & Adjustments, 5 days after the end of each billing period. The billing period is the calendar month. Billing days and periods are calculated in the UTC time zone.

13.3 Differences between preliminary and final Statistics result from filtering Invalid Traffic, from late-arriving event data and from corrections.

13.4 Correcting errors. Either party may show that the Statistics contain a material error. An error is material if it changes the Billable Events or spend of a Campaign in a billing period by more than 5 percent, or if it results from a defect in our systems. We correct proven material errors in either direction and credit or charge the difference.

13.5 You must raise a dispute about Statistics or charges within 14 days after the Statistics for the billing period become final. After that, final Statistics are binding, except in case of intent or fraud, or where mandatory law allows a later claim.

13.6 Evidence for discrepancies. A dispute must identify the Campaign and period, describe the discrepancy, and include the evidence you rely on, such as click or impression IDs, timestamps, server logs, and the method by which you or your provider classified the traffic.

13.7 A report or score from a third-party anti-fraud or verification tool is evidence we take into account. On its own it does not entitle you to cancel all spend of a Campaign or period. We credit the amounts we confirm as Invalid Traffic or error, or that the parties agree.

13.8 We review each dispute in good faith, may ask for further information, and tell you our result with reasons. Your statutory rights remain unaffected if you disagree.

14. Payment, taxes and fees

14.1 Prepayment. Unless an Order Form grants you credit, Campaigns run against your Account Balance, which you fund in advance. The minimum deposit is 50 USD. The payment methods available to you are shown in the cabinet. Payments, Refunds & Adjustments describes how deposits are made and credited; rules for a particular method are in the Payment Instructions shown in the cabinet.

14.2 Credit. Credit is available only under an Order Form that states a credit limit and payment term. Invoices under an Order Form are due within the payment term stated there.

14.3 Payer. Payments must come from you or from a Customer Agent you have disclosed to us. We may refuse a payment from an unidentified third party and return it to its source, to the extent the law allows.

14.4 Currency. Prices, Account Balance and Statistics are in USD.

14.5 Taxes. Prices are exclusive of VAT and other indirect taxes, which are added where they apply. If the reverse-charge mechanism applies, you account for VAT. You must provide valid tax details. If the law requires you to withhold tax from a payment to us, you must pay such additional amount that we receive the full amount due, unless the law prohibits this.

14.6 Fees. We charge no fees in addition to the price of Billable Events. Fees charged by your bank, payment provider or payment network for your payment are borne by you, as described in Payments, Refunds & Adjustments.

14.7 Disputed amounts. If you dispute a charge or invoice in good faith, you must tell us the disputed amount and the reasons within the period in clause 13.5. You must pay the undisputed part when it is due.

14.8 Late payment. If you do not pay an undisputed amount when due, we may, after a reminder with a reasonable deadline, pause your Campaigns until payment. We may claim statutory default interest and the reasonable costs of collection to the extent the law allows.

14.9 Negative balance. If spend under clause 8.3 or 8.5, a Chargeback or a correction results in a negative Account Balance, the negative amount is due on demand. We may settle it from your next deposit.

15. Refunds, credits, chargebacks and reserves

15.1 Unused balance. You may request a refund of unused Account Balance as follows: on request at any time, subject to the minimum amount and fees stated in Payments, Refunds & Adjustments. Payments, Refunds & Adjustments describes the procedure, the fees deducted, and how we identify the recipient. We refund only to you or to the source of the payment, unless the law requires otherwise.

15.2 Promotional Credit has no cash value. It is never refunded or paid out. We may withdraw unused Promotional Credit that was obtained through a breach of the Agreement.

15.3 No refund for results. Under CPM, CPC or another model without an agreed result guarantee, low return, low conversion rates or unmet expectations are not grounds for a refund.

15.4 Credits. We credit your Account Balance for Billable Events we confirm as Invalid Traffic, for proven material errors under clause 13.4 and for excess spend under clause 8.6. On termination, credits form part of the refundable balance.

15.5 Chargebacks. Please raise payment disputes with us first. If a Chargeback reverses a payment we have credited to your Account Balance, we debit the reversed amount. Spend already incurred from that payment remains owed. The same amount is not refunded twice: a refund by Chargeback reduces any refund or credit we owe for the same issue, and vice versa.

15.6 Reserve. If we have a well-founded suspicion, based on a Signal, that you have breached clause 9, clause 11.5.3 or Section A of the Advertising & Traffic Policy, we may hold back from your Account Balance or from a refund an amount that is proportionate to the losses and claims we reasonably expect from that breach. For each Reserve we tell you the amount, the reason and the Campaigns concerned, unless clause 18.8 prevents it.

15.7 A Reserve lasts initially for up to 30 days. We may extend it if the investigation requires, giving you the reasons, and we review it at least every 30 days. We release a Reserve, in whole or in part, as soon as the reason for it falls away.

15.8 A Reserve is not a forfeiture. We may apply it in final settlement only for a claim that you have acknowledged, that the parties have settled, or that is established by a final and enforceable decision, or by set-off as the applicable law permits.

15.9 Compliance hold. We may hold a deposit, refund or credit for as long as the law requires us to, for example for sanctions screening, verification of the payment source, or an order of an authority. We tell you the reason unless the law forbids it.

16. Errors and authorised actions

16.1 Your errors. You bear the consequences of settings, bids, budgets, targeting, URLs, conversion-signal configuration and other choices made by you or your Customer Agents. Spend caused by them is chargeable.

16.2 Actions by our staff on your instructions. If our account manager or support staff create or change a Campaign on your instructions, given in the cabinet, by email or by another channel you use with us, the result is treated as your action. We keep a record of such instructions.

16.3 Our errors. If a defect in our systems, an error of our own automation, or an action of our staff that departs from your instructions causes spend you did not authorise, we credit the affected spend once it is established. You must report such an error within the period in clause 13.5. Further claims are subject to clause 22.

17. Your warranties

17.1 You warrant, when you accept these Terms and continuously for as long as any Campaign can deliver, that:

1. the information in your Account and each Campaign Declaration is true, complete and current;
2. you are authorised to enter into the Agreement and, as an agency, to act for each end advertiser;
3. your Ads, Routes, Destinations and the products and services offered there comply with the law of each targeted country and with the Advertising & Traffic Policy;
4. you hold and maintain every licence, registration and approval required for the advertised products and services in each targeted country;
5. you hold the rights described in clause 10.5;
6. the claims in your Ads and Destinations are true and can be substantiated, and the price, payment and subscription terms are shown clearly to users;
7. your Destinations contain no malware and no deceptive or unwanted software;
8. neither you nor a Customer Agent generates Invalid Traffic, and your conversion signals are accurate;
9. you meet your data protection obligations under clause 24;
10. you are not subject to sanctions as described in clause 4.1.2.

17.2 If any of these statements stops being true, you must tell us without delay and stop the affected Campaigns.

17.3 We provide the Services with reasonable skill and care and in accordance with the law that applies to us as a provider of the Services.

18. Signals, suspension and review

18.1 Signals. We act on Signals from any source, including user complaints and reports through https://admeking.com/legal/report-abuse, our own monitoring and review, notices from Supply Partners or payment providers, and orders of authorities. For each Signal we assess how credible and how serious it is.

18.2 Immediate suspension. If a Signal indicates malware, phishing, credential theft or another serious breach of the law or of Section A of the Advertising & Traffic Policy, and the Signal is well-founded, we may suspend the affected Campaign at once, without waiting for your explanation. We preserve evidence at the same time as, not before, stopping delivery.

18.3 Other suspensions. For other well-founded Signals, or if you do not provide route evidence under clause 9.10, we may suspend the affected Campaign while we investigate.

18.4 Scope. A suspension is limited to what the risk requires:

1. a risk that concerns individual Campaigns leads to suspension of the affected Campaigns only;
2. a systemic risk, such as cloaking, repeated serious breaches, circumvention of an earlier measure, or Invalid Traffic generated by you, may lead to suspension of your whole Account and of Linked Accounts.

18.5 While a Campaign is suspended, it receives no new delivery once the suspension takes effect (clause 8.3). Billable Events delivered before that remain chargeable unless they are Invalid Traffic or result from our error. We may apply a Reserve under clause 15.6.

18.6 Linked Accounts. We treat another account as a Linked Account only if several consistent indicators show that it is controlled by you or by the same persons that control you, such as shared ownership or management, shared payment instruments or payers, shared credentials, or identical Destinations and Routes. A shared IP address alone is not sufficient. The use of the same agency or other Customer Agent alone is not sufficient either.

18.7 Notice. When we reject, suspend or terminate a Campaign or Account, we tell you without undue delay, in the cabinet or by email, which measure we took, its scope, the facts and rules it is based on, and how you can ask for a review. Where the law requires a statement of reasons in a particular form, we provide it in that form.

18.8 We may delay or limit the information in clause 18.7 where the law or an authority requires it, where it would compromise an ongoing investigation, or where it would expose our or our Supply Partners' detection, scoring or review methods. We do not disclose those methods. We do give you the facts you need to respond, to the extent the law requires.

18.9 Review. You may ask for a review of any measure by replying to the notice or by writing to [email protected], with the information you want us to consider. A person who was not responsible for the original decision reviews the request where our staffing allows it. As a result we reinstate the Campaign or Account, require changes, maintain the measure, or terminate.

18.10 A Destination that is compliant at the time of review does not cancel earlier evidence that it was not.

18.11 Category decisions. We may decline any Campaign, category, country or format for legal, policy or commercial reasons. Declining a lawful category is a commercial policy choice under the Admeking brand. It is not a statement that the category is unlawful.

18.12 No general monitoring. We are not obliged to monitor all Campaigns, Routes or Destinations at all times. This does not limit any duty we have under mandatory law, in particular to act once we gain knowledge of unlawful content, or our right to review under clause 9.9.

18.13 Measures under this clause are in addition to our other rights, including termination under clause 27, a Reserve under clause 15 and claims for damages.

19. Indemnity

19.1 To the extent permitted by applicable law, you will defend each Indemnified Party against Third-Party Claims, and indemnify it under clause 20 for reasonably incurred defence costs and for Losses, to the extent the Third-Party Claim alleges or arises from:

1. your Ads, Routes or Destinations, or the products or services advertised, being unlawful or infringing the rights of third parties;
2. a breach of clause 9, clause 17 or the Advertising & Traffic Policy by you or a Customer Agent;
3. Personal Data processed in your Destinations, trackers or conversion signals in breach of data protection law;
4. acts or omissions of your Customer Agents in connection with your Campaigns.

19.2 "Losses" means amounts awarded by a final judgment or decision, amounts paid under a settlement made in accordance with clause 20.5, and, to the extent the law allows them to be indemnified, fines and penalties imposed by an authority. It also includes the documented amounts a Supply Partner or payment provider deducts from, charges back to or claims from an Indemnified Party because of a matter listed in clause 19.1.

19.3 Your duty to defend does not depend on a final finding that the Third-Party Claim is justified. It arises when a Third-Party Claim within clause 19.1 is asserted.

19.4 You are not liable under this clause to the extent that a Loss is attributable to the fault of the Indemnified Party, to content we created or changed under the last part of clause 9.8, or to our breach of the Agreement. Where fault is shared, liability is divided according to each party's contribution.

19.5 This clause does not limit your other liability under the Agreement or the law, subject to clause 20.9.

20. Indemnity procedure

20.1 Notice. The Indemnified Party notifies you promptly of a Third-Party Claim and gives you the documents it has received. A delay releases you only to the extent it prejudices your defence.

20.2 Conduct of the defence. You may take over the defence by notifying the Indemnified Party promptly, and in any case in time to meet any deadline. You must instruct appropriately qualified defence counsel who has no conflict of interest and keep the Indemnified Party informed of all material steps. The Indemnified Party may take part with its own counsel at its own cost. If there is a conflict of interest between you and the Indemnified Party, or you do not take over the defence in time or do not pursue it properly, the Indemnified Party may conduct the defence itself with counsel of its choice, and you bear the reasonable cost.

20.3 Cooperation. The Indemnified Party gives you the information and assistance reasonably required for the defence, at your cost for reasonable out-of-pocket expenses. You give the Indemnified Party the information and assistance it reasonably requires, including the route evidence described in clause 9.9.

20.4 Urgent protective action. The Indemnified Party may, before consulting you, take any step that is necessary and urgent to protect its position or to comply with the law, such as suspending your Campaigns, removing content, meeting a procedural or regulatory deadline, filing a protective submission, or complying with an order of an authority. It informs you without undue delay afterwards. Such a step is not an admission and does not reduce your obligations under clause 19.

20.5 Settlement. You must not settle a Third-Party Claim in a way that imposes an obligation, an admission or a non-monetary measure on the Indemnified Party without its consent. The Indemnified Party must not settle or acknowledge a Third-Party Claim for which it seeks indemnity without your consent. Neither party may unreasonably withhold or delay its consent.

20.6 Advancement of defence costs. While a Third-Party Claim is pending, you advance the reasonable defence costs of an Indemnified Party that conducts its own defence under clause 20.2, against invoices with a reasonable breakdown, within the payment term that applies to you under clause 14.

20.7 Final allocation. When the Third-Party Claim is finally resolved by judgment, decision, settlement or withdrawal, defence costs and Losses are allocated according to clause 19. If that allocation shows that you advanced more than you owe, for example because the Loss was attributable in part to the Indemnified Party's own fault, the Indemnified Party repays the excess. Costs recovered from the claimant are credited to the party that bore them.

20.8 No double recovery. No Indemnified Party may recover the same Loss or cost more than once, whether under this clause, as damages, by set-off, from a Reserve, through a Chargeback, from an insurer or from a third party. Amounts recovered by us and by a Participating Supply Partner for the same Loss count only once.

20.9 Cap. The cap in clause 22.4 does not apply to your obligations under clauses 19 to 21, to the extent the law allows.

20.10 No immunity. Clauses 19 to 21 allocate risk between the parties. They do not limit any rights that users or authorities have against us or against Supply Partners, and they do not limit any liability of ours that cannot lawfully be limited.

21. Participating Supply Partners

21.1 The indemnity in clauses 19 and 20 is also made for the benefit of Participating Supply Partners. Each Participating Supply Partner may claim defence and indemnity from you directly under those clauses.

21.2 A Supply Partner is a Participating Supply Partner only if:

1. it displayed or transmitted your Ads through the Services in the period to which the Third-Party Claim relates; and
2. it is named as a beneficiary in an Order Form with you, or in our list of beneficiaries as it stood at the time it displayed or transmitted the Ads concerned. We give you that list, and its earlier versions, in text form on request.

21.3 A Participating Supply Partner's rights are subject to the same procedure, conditions, exclusions and defences as ours, including clauses 19.4, 20.5 and 20.8. You may raise against it every defence you have against us under the Agreement.

21.4 We may enforce a Participating Supply Partner's rights on its behalf.

21.5 We and you may change or cancel the rights under this clause without the consent of any Supply Partner. A change or cancellation does not affect rights in respect of Ads displayed before it takes effect.

21.6 No other person, including our affiliates or other companies in our group, acquires rights under the Agreement.

22. Liability

22.1 Unlimited liability. Each party is liable without limitation under the statutory provisions:

1. for intent and gross negligence, including that of its legal representatives and vicarious agents;
2. for injury to life, body or health;
3. under product liability law;
4. under a guarantee it has expressly given;
5. for fraudulently concealed defects;
6. in any other case where liability cannot be limited by law.

22.2 Slight negligence. For slight negligence, each party is liable only for breach of Essential Obligations. In that case liability is limited to the damage that is typical for the contract and was foreseeable when the Agreement was concluded, and is subject to clause 22.4.

22.3 Liability for slight negligence in breach of obligations that are not Essential Obligations is excluded.

22.4 Cap. In the cases of clause 22.2, each party's total liability is limited to the total amounts paid under these Terms in the 12 months before the event giving rise to the claim.

22.5 What the limits do not affect. Clauses 22.2 to 22.4 do not apply to:

1. your payment obligations, including payment for Billable Events, fees, negative balances and amounts owed after a Chargeback;
2. our obligation to refund refundable Account Balance and to pay credits we owe under clause 15;
3. your obligations under clauses 19 to 21;
4. liability for intentional concealment, including cloaking under clause 9.4;
5. any liability that cannot be limited by law.

22.6 The limitations in this clause also apply to the personal liability of each party's employees, representatives and vicarious agents.

22.7 This clause does not change the burden of proof.

23. Confidentiality

23.1 Each party keeps confidential the non-public information it receives from the other that is marked confidential or is confidential by its nature, including prices and terms in Order Forms, non-public Statistics, the identity of Supply Partners disclosed in a non-public context, and our detection, scoring and review methods ("Confidential Information").

23.2 Confidential Information does not include information that is or becomes public without breach, that the recipient already had or develops independently, or that it lawfully receives from a third party without a duty of confidentiality.

23.3 A party may disclose Confidential Information:

1. to its employees, advisers, auditors and subcontractors who need it and are bound by equivalent duties;
2. where the law, a court or an authority requires it;
3. in our case, to Supply Partners and payment providers to the extent necessary to deliver, review or enforce Campaigns, to investigate a Signal, or to defend a Third-Party Claim, for example by sharing evidence of malware or cloaking.

23.4 This clause applies during the Agreement and for three years after it ends, and for trade secrets for as long as they remain trade secrets.

24. Data protection

24.1 The Privacy Notice explains how we process Personal Data about you, your users and your contacts.

24.2 The Data Protection Terms govern Personal Data processed in delivering, measuring and attributing your Campaigns, including the role of each party for each processing operation.

24.3 You are responsible for your Destinations, pixels, tags, trackers and conversion signals. In particular you must:

1. provide the information and obtain the consent that the law requires, including consent for storing or accessing information on a user's device;
2. not include Personal Data in URLs, tracking parameters or conversion signals beyond the pseudonymous identifiers we specify;
3. not send us special categories of Personal Data or data about children;
4. not use data you receive through the Services to identify individual users or for purposes the Data Protection Terms do not allow.

24.4 We keep evidence for review, enforcement and the defence of claims as described in the Privacy Notice, limited to what is necessary and with restricted access.

25. Non-circumvention

25.1 If we introduce you to a Supply Partner by disclosing its identity to you in an Order Form or in other written or electronic communication for the purpose of a Campaign (an "Introduced Partner"), you must not, during the Agreement and for 6 months after your last Campaign that used the Introduced Partner's inventory, contract directly with the Introduced Partner to buy the same inventory in order to bypass us.

25.2 Clause 25.1 does not apply to:

1. a relationship with the Introduced Partner that existed before our introduction, which you can show;
2. a relationship that arises independently of our introduction and without use of our Confidential Information, including where the Introduced Partner approaches you on its own initiative;
3. buying inventory through open exchanges, other networks or platforms in the ordinary course of business;
4. Supply Partners whose identity you learn only from public sources.

25.3 This clause does not restrict you from working with any other company in the advertising market.

25.4 If you breach clause 25.1, we may claim damages under the statutory rules. No contractual penalty applies.

26. Changes

26.1 We may change these Terms and the documents listed in clause 3.1 for a valid reason, in particular:

1. changes in the law, in case law or in the practice of authorities;
2. requirements of Supply Partners or payment providers;
3. security or fraud prevention;
4. new, changed or discontinued features of the Services;
5. clarifications that do not change the balance of rights and obligations.

26.2 Non-material changes take effect on the date stated in the notice, which is never earlier than its publication in the Legal Hub. We announce them in the cabinet or by email.

26.3 Material changes are changes that affect prices, fees, payment terms, refunds, liability, the indemnity, governing law or forum, or that otherwise substantially affect your rights or obligations. We notify them by email and in the cabinet at least 30 days before they are to take effect. They apply to you only once you accept them, for example in the cabinet. Continued use of the Services alone is not acceptance of a material change.

26.4 If you do not accept a material change, the version you accepted continues to apply to you. We may then decline new Campaigns or budget increases until you accept, and we may terminate the Agreement under clause 27.3. We do not withhold undisputed amounts or refundable Account Balance because you did not accept a change.

26.5 Changes to the Advertising & Traffic Policy that implement legal requirements or Supply Partner requirements, or that add restrictions on content or categories, take effect for running Campaigns after notice of at least 30 days, without acceptance. You may pause affected Campaigns or terminate under clause 27.2 instead. New submissions are reviewed against the policy in force when they are submitted.

26.6 Where the law, a court or an authority requires a change to take effect sooner, or a change is needed to address an acute security risk, it takes effect when required, to the extent required. We tell you the reason.

26.6a Emergency changes. Where a change to the Advertising & Traffic Policy or to technical or operational rules is urgently needed to stop fraud, malware, Invalid Traffic or other abuse, or to meet a new requirement of a Supply Partner or payment provider without which we cannot continue to serve your Campaigns, it may take effect 24 hours after we notify it in the cabinet or by email. An emergency change is limited to what the emergency requires. It never increases prices or fees, changes payment or refund terms, reduces our liability or changes governing law or forum; such changes remain subject to clause 26.3. We tell you the reason. You may pause affected Campaigns or terminate under clause 27.2.

26.7 Changes apply only going forward. They do not change Billable Events already recorded, final Statistics, charges for past periods, or claims that arose before the change took effect.

27. Term, termination and survival

27.1 The Agreement starts when you accept these Terms and runs for an indefinite period.

27.2 You may terminate at any time by notice in the cabinet or by email to [email protected]. We stop your Campaigns; clause 8.3 applies.

27.3 We may terminate with 30 days' notice.

27.4 Either party may terminate for good cause without notice. Good cause for us exists in particular if:

1. you or a Customer Agent breach clause 9 or Section A of the Advertising & Traffic Policy seriously or repeatedly;
2. you or a Customer Agent generate Invalid Traffic or fabricate conversion signals;
3. you do not pay an undisputed amount within a reasonable deadline after a reminder;
4. you gave materially false information during verification;
5. dealing with you would breach sanctions or other law that applies to us.

Where good cause consists of a breach, we first set a reasonable deadline to remedy it, unless that would be futile, the breach is serious, or the law does not require it.

27.5 On termination:

1. your Campaigns stop (clause 8.3 applies);
2. amounts owed by you become due;
3. unused Account Balance is refunded under clause 15.1, subject to any Reserve or compliance hold under clause 15;
4. unused Promotional Credit lapses;
5. we keep ledger entries, Statistics and evidence as described in the Privacy Notice and as the law requires; termination does not delete them.

27.6 The following survive termination: payment obligations and the rules on refunds, credits, Chargebacks and Reserves (clauses 13 to 16); clauses 10.3, 19 to 24; clause 25 for the period stated there; clauses 28 to 30; and any other provision that by its nature is intended to survive.

28. Notices and electronic form

28.1 Notices, declarations and acceptance under the Agreement may be given electronically, by email or in the cabinet, including Order Forms and acceptance of changes. A stricter form applies only where the law requires it.

28.2 We send notices to the email address of your Account, in the cabinet, or both. You must keep your contact details current.

28.3 You send notices to us at:

1. legal notices and reviews: [email protected];
2. billing matters: [email protected];
3. abuse reports: [email protected] or https://admeking.com/legal/report-abuse;
4. other matters: [email protected] or the support function of the cabinet.

28.4 An electronic notice is received when it reaches the recipient's mailbox or cabinet in such a way that the recipient can be expected to read it under normal circumstances.

29. General provisions

29.1 Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, such as natural disasters, war, acts of authorities, or large-scale failures of networks or energy supply. This does not suspend payment obligations that are already due.

29.2 Set-off. You may set off only claims that are undisputed, legally established, or arise from the same contractual relationship as our claim.

29.3 Assignment and change of contracting party. Neither party may transfer the Agreement as a whole to another company without the other's consent, except where the law provides for transfer without consent. A change of our contracting company is made only by assignment or novation in accordance with the law, not by changing these documents. Rights and obligations that arose before such a change remain with the party that owed or held them unless they are validly transferred.

29.4 Language. These Terms are drawn up in English. A translation is provided for convenience. If we have concluded an agreement with you in another language, that language version governs that agreement.

29.5 Severability. If a provision is invalid or unenforceable, the remaining provisions remain effective. The statutory provisions apply in place of the invalid provision.

29.6 Waiver. Not exercising a right is not a waiver of it.

30. Governing law and courts

30.1 The Agreement is governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods does not apply.

30.2 If you are a merchant, a legal entity under public law or a special fund under public law, or have no general place of jurisdiction in the country of our registered office, the exclusive place of jurisdiction for all disputes arising from or in connection with the Agreement is Augsburg, Germany. We may also bring proceedings at your general place of jurisdiction.

30.3 Mandatory rules on jurisdiction and mandatory consumer protection rules remain unaffected.