Terms of use

Terms of use

Recitals

Use of the platform made available by Liteup Media UG only take place in accordance with the terms and conditions of this agreement (‘GTC’ or ‘Agreement’) between you and Liteup Media UG, Willy-Brandt-Straße 23, 20457 Hamburg, Tel.: +4915226205656, Email: info@liteupmedia.com, District Court Hamburg, Managing Directors: Matias Bruno and Aaron Bajer. In order to be able to use the platform Liteup as an influencer, you must accept the GTC in the present form. General terms and conditions of influencers are not part of this Agreement or deemed to have been agreed upon unless Liteup Media UG expressly accepts them in writing.


Article 1. General, Definition

(1) Liteup or Liteup Media app refers to the mobile app "Liteup for Creators" made available by Liteup Media UG at the Apple App Store and Google Play Store. Liteup enables influencers to participate in campaigns for various advertisers in the context of which they create advertisements and publish them on their social media page. Liteup is in no way obliged to make available campaigns through the Liteup app in a specific quantity or quality for influencers.

(2) Influencer refers to a natural or legal person using Liteup in accordance with the terms and conditions of these GTC. The influencer intends to publish advertising on his/her social media page in the context of campaigns.

(3) Social Media Page refers to any advertising space (e.g. online accounts on social networks or video portals, websites etc.) legitimately available for use by the Influencer for display advertising in online or mobile media.

(4) Advertiser refers to a company (e.g. the provider of an app or an advertising agency working on behalf of said provider) that would like to place advertising on Influencer Pages in order to advertise a product (e.g. an app).

(5) Campaign refers to each offer published on Liteup addressed to the Influencer to advertise a product in line with the specified campaign guidelines and each ensuing advertisement for the product if the Influencer decides to participate.

(6) Campaign Guidelines refer to the conditions, indications, instructions and other guidance applicable to the conduct of a Campaign. The essential condition for participating in the Campaign is acceptance and compliance by the Influencer with the applicable Campaign Guidelines.

(7) Advertising or Advertisement refers to the advertising displayed by the Influencer on his/her Influencer Pages during a Campaign created with the advertising materials employed at any given time (e.g. text, graphics, images, sounds, videos, etc. by the Influencer himself/herself and/or as specified by the Advertiser).


Article 2. Registration and conclusion of the agreement

(1) The precondition for use of Liteup is the conclusion by the Influencer of a user agreement with Liteup. This contract will only be formed following successful registration. Upon registration, the Influencer must acknowledge the validity of these GTC.

(2) Registration and use of Liteup are possible free of charge.

(3) Registration takes place by creating a user account. For this purpose, the Influencer must fill out the relevant input fields on Liteup. All the fields in the application form marked ‘required’ must be completed. The provision of a valid email address is required in all cases. Registration is only complete when the Influencer has received an email from Liteup for the purpose of verifying his/her email address and has clicked on the confirmation link contained therein.

(4) Registration may also take place by using an existing Google account belonging to the Influencer, as well as an Apple ID.

(5) The Influencer has no right to the registration and conclusion of a user agreement.

(6) The Influencer warrants that all the information provided when creating the user account is truthful and complete.

(7) Only one user account can be created or one user agreement concluded with Liteup.

(8) The Influencer must ensure that his/her user account can only be used by him/her. Accordingly, he/she shall take appropriate precautions to protect the confidentiality of his/her login data and refrain from passing on the login data to third parties. In this respect, the Influencer is obliged to promptly inform Liteup if he/she learns that his/her login data is being used without authorisation or if use thereof is the result of unauthorised access to the login data.

(9) Natural persons are only entitled to conclude an agreement with Liteup if a. they are aged 18 or over (of full legal age). The minimum age of Influencers is stated during the registration process and its acceptance must be truthful.

(10) The Influencer, when requested, shall also furnish proof of his/her age. Liteup reserves the right to block The Influencer’s user account until such proof is furnished.

(11) The Influencer shall see to it that by using his/her user account, he/she does not spread any viruses, Trojans or other software capable of harming the IT systems of Liteup or Advertisers and shall take any necessary precautions as required (anti-virus scanner etc.).


Article 3. Validation of user account

(1) The essential precondition for participation in Campaigns is that the Influencer has his/her user account validated once beforehand by Liteup. During the validation, Liteup will check whether the Influencer fulfills the necessary requirements in terms of quality and security to enable participation in Campaigns.

(2) The decision to validate the user account lies solely at the discretion, exercised reasonably, of Liteup, with the aim of ensuring the necessary levels of quality and security for Advertisers during Campaigns. Under no circumstances does an Influencer have any right to expect validation of his/her user account.


Article 4. Conduct of Campaign; guarantees

(1) The current Campaigns in which the Influencer can participate will be shown to him/her on the Liteup app.

(2) The Influencer undertakes to only provide his/her (advertising) services in the context of Campaigns as set out in this Agreement – in particular, the guarantees described in article 4 (4) – and in accordance with the relevant Campaign Guidelines.

(3) In the event that the Influencer is unable to comply with the terms of this Agreement and/or the Campaign Guidelines when conducting a Campaign, he/she must immediately stop the Campaign. This also applies if the Campaign Guidelines contain provisions laid down by an Advertiser that run contrary to this Agreement – in particular, the guarantees referred to in article 4 (4). Liteup must be informed in such cases.

(4) When conducting any Campaign the Influencer shall ensure a. that he/she is entitled to use the Influencer Pages as required and that he/she abides by all the provisions laid down by Providers in any given case for the necessary use of the Influencer Pages; b. that the creation and publication of the Advertising are not contra bonos mores and complies with any applicable laws (e.g. laws governing penal and administrative offenses, competition laws, the Interstate Broadcasting Agreement, the Telemedia Act, etc.). This guarantee shall also extend to compliance with any statutory provisions on advertising markings at all times and without any limitations. c. the Advertising created and published – regardless of article 4 (4) – is free from any content that: is racist or glorifies or trivialises violence; extremist or calls for or incites criminal offences or violations of the law, threatens injury, life or property, stirs up hatred against persons or companies; violates personality rights, is slanderous, libellous, objectionable, pornographic, sexist, sexually molests persons, obscene, vulgar, repulsive, shocking or trivialises the consumption of alcohol while driving or the illegal consumption of drugs. d. that Advertising or insufficient warnings about viruses do not cause the dissemination of malfunctions and such like or call for participation in competitions, snowball systems, chain letters, pyramid schemes and similar schemes; e. that the creation and publication of Advertisements does not infringe the absolute rights of third parties (e.g. copyright and neighbouring rights, trademarks or personality rights etc.). In particular, the Influencer warrants that he/she is entitled to use any photos, graphics, videos, texts, sounds, musical works and recordings or other materials used in the context of a Campaign to create and publish Advertising; f. that there is no disruption or attempts to disrupt the proper functioning of the Platform and especially the tracking methods employed by Liteup; g. that the publication of Advertising is not capable of causing detriment to Liteup or the Advertiser, in particular, with regard to their reputation and standing in the eyes of the public; h. that any Advertising once approved by Liteup in any given cause is not subsequently changed or altered without the prior consent of Liteup, although it should be made clear that the Influencer, generally speaking, is free to integrate the Advertising as he/she sees fit provided such integration takes place in accordance with the terms of this Agreement and the Campaign Guidelines and i. that he/she does not intentionally engage in any Fraudulent Actions (see article 4 (5)) or allow third parties to do so, tolerate such actions or otherwise deliberately facilitate them.

(5) Liteup uses appropriate means to prevent Fraudulent Actions. The Influencer shall support Liteup in the prevention of Fraudulent Actions. ‘Fraudulent Actions’ are deemed to include, although without being limited hereto: a. any activity carried out by a bot, script, automated program or similar programs aimed at creating the impression that an actual conversion has been achieved. The term also includes any actions generally regarded as fraudulent or abusive or as violating the acknowledged principles of online marketing; such as those prohibited by leading programs used in affiliate marketing and keyword advertising; e.g. the generation of queries, completion of surveys, the creation of recommendations in an automated manner or use of false information or toleration of such behavior by third parties; b. incentivized installs: it is prohibited to offer incentives to users for activities (rewards or advantages) leading to a successful installation of the promoted product (app). This expressly includes a request addressed to a user to install an app merely to support the Influencer. Accordingly, installations achieved by offering incentives will be deemed invalid and any coins received in return will be subsequently deducted; c. Excessive self-installation: the installation of an excessive number of apps on the devices of Influencers merely for the purpose of obtaining coins and without any intention to present the app to a wider public is not allowed. d. Reach abusively obtained: reach obtained by the Influencer on the Influencer Pages used by him/her through illegal or illegitimate methods, in particular by buying social media followers or likes.

(6) Liteup reserves the right to check the Advertising due to be published by the Influencer beforehand for Fraudulent Actions.

(7) In the event that the Influencer violates the guarantees described in article 4 (4) and article 4 (5), Liteup has the right: a. to exclude the Influencer with immediate effect from all Campaigns, to disable the Influencer’s tracking links and request that the Influencer remove the Advertising from the Influencer Pages; and b. to temporarily block the Influencer’s user account; and c. to terminate the Agreement with the Influencer extraordinarily without notice.

(8) The Influencer shall indemnify and hold free and harmless Liteup from any third-party claims (incl. those asserted by the Advertiser) asserted against Liteup and in respect of any costs (incl. legal fees) incurred by Liteup following a violation by the Influencer of the guarantees described in article 4 (4).

(9) Any social media postings sharing the video must also contain a disclosure adequate under the FTC guidelines. Appropriate disclosures may include #ad or #sponsored but you are responsible for ensuring any disclosure text and the appearance of that text complies with current FTC guidelines.


Article 5. Payment

(1) In return for participation in a Campaign, the Influencer can obtain a success-based reward in the form of USD or EUR in accordance with the terms and conditions of these GTC and the relevant Campaign Guidelines.

(2) The amount of USD/EUR credited to the Influencer is generally based on the number of conversions by the Influencer. Conversion is defined as a predefined event, e.g. if a user installs an app promoted by the Influencer within a specified period of time. The amount of USD/EUR attainable per conversion and other possible criteria such as daily upper limits and targeting criteria are stipulated in the Campaign Guidelines. If the Influencer participates in a Campaign, he/she must accept the relevant Campaign Guidelines.

(3) The number of valid conversions is measured by Liteup using tracking tools commonly used in the sector. Generally speaking, a requirement is that the Influencer integrates a tracking link into his/her Advertising on the Influencer Pages. The choice of tracking tool used is entirely at the discretion of Liteup. Based on the tracking, Liteup makes the statistics available to the Influencer on the Platform

(4) Payments are processed on a weekly basis. If the minimum amount is not attained the balance remains in the account until the minimum amount is earned.

(5) Rewards are paid out to the Influencer in US dollars or Euros, depending on the currency the Influencer supports. The Liteup conversion rate used to convert the value of the balance US dollars into Euros is set by Liteup at its sole discretion. When performing this conversion, Liteup refers to the official exchange rates published by the European Central Bank. Liteup regularly adjusts the Liteup conversion rate. However, it does not reflect the official exchange rate.

(6) When payments are to be processed, the Liteup conversion rate for the entire amount due to be paid out in force on the payment date is applied.

(7) Payouts to the Influencer take place using the payment method registered by the Influencer (e.g. PayPal or bank transfer).

(8) Liteup will issue a payment voucher to the Influencer for each reward paid out showing the payment in question in accordance with the applicable tax laws. The Influencer accepts that payment vouchers can be issued by Liteup in electronic format.

(9) The Influencer must check the payment voucher within four weeks. If the Influencer does not lodge any objection within the four weeks following receipt of the payment voucher, the payment voucher will be deemed to have been accepted.

(10) The Influencer is responsible for paying any taxes. If required by law, the Influencer in the capacity of invoicing party shall include a breakdown of any applicable taxes in its invoice.


Article 6. Advertising content

(1) Liteup prohibits the Advertiser from specifying certain types of advertising formats or having products advertised that are immoral or unlawful or infringe third-party rights (‘Unacceptable Advertising’). However, it is solely the Influencer’s responsibility before running a Campaign to check and ensure that the advertising contents and formats used do not constitute Unacceptable Advertising.

(2) If an Influencer, while carrying out prior checks or during a Campaign, discovers that the conduct of a Campaign requires Unacceptable Advertising, he/she must suspend the Campaign without delay and inform Liteup in writing. Liteup will check the Campaign and end the Campaign in question if it detects a violation by the Advertiser. The Influencer may only resume the suspended Campaign after obtaining the explicit approval of Liteup.


Article 7. Availability of Platform Guarantee

(1) Liteup will strive to ensure that the Platform is available without interruptions. However, no guarantee is furnished by Liteup for its continual availability. Liteup may temporarily restrict the availability of the Platform if required because of capacity limits, to ensure the security or integrity of the server or if technical measures need to be taken and this is done to ensure the proper or improved provision of services (maintenance work). In such cases, Liteup will take into account the legitimate interests of the Influencer, by providing information in advance for example.

(2) Liteup also reserves the right to suspend the operation of the Platform for an indefinite period. In such cases, Liteup will inform the Influencer in advance. Any USD credited to the Influencer’s user account will be paid out.


Article 8. Term of Agreement and termination

(1) This Agreement has been concluded for an indefinite period.

(2) The parties can terminate the Agreement at any time without giving any reasons with immediate effect. The reference date is the date on which the notice of termination is received.

(3) The right of the parties to terminate the Agreement extraordinarily for good cause remains unaffected.

(4) Liteup is entitled to terminate the Agreement extraordinarily without notice, in particular, if the Influencer violates his/her guarantees as set out in article 4 (4) and article 4 (5).

(5) In those cases in which Liteup is entitled to terminate the Agreement without notice, Liteup will also always have the right to end ongoing Campaigns run by the Influencer and temporarily block the user account and access to the Liteup app.

(6) Any USD credited and/or payouts of the equivalent value as described in article 5 completed before the termination takes effect will remain unaffected. However, the statutory retention rights of Liteup remain unaffected.

(7) The Influencer can terminate the Agreement vis-à-vis Liteup, Liteup Media UG, Wandsbeker Zollstraße 132, 22041 Hamburg, email: info@liteupmedia.com. No reasons need to be given.

(8) After the contractual relationship has been terminated, access to Liteup will be blocked. The Influencer shall halt all Campaigns and is solely responsible for removing any advertising materials and links. Under no circumstances is the Influencer entitled to claim remuneration for Campaigns run after the Agreement has been terminated, in particular, in respect of any conversions completed after the Agreement has been terminated.

(9) In the event of termination for good cause, Liteup reserves the right to permanently exclude the Influencer from using the Liteup app. In such cases, the Influencer is not entitled to re-register.


Article 9. Scope of functions and guarantee

Under this Agreement, Liteup grants the Influencer access to the Liteup app according to its configuration at any given time and range of functions. The Influencer has no right to expect a specific configuration now or in the future or range of functions. In particular, Liteup reserves the right to continually adapt the Liteup app accordingly to incorporate the possibilities and demands of technological advances and a varying range of campaign and advertising models.


Article 10. Limitation of liability

Liteup does not accept liability for slightly negligent violations of obligations, provided they do not concern damage in relation to death, injury or damage to health or violations of guarantees or claims under the product liability act. Liability for violations of obligations whose fulfillment enables the proper performance of the Agreement in the first place and whose fulfillment the Influencer is generally entitled to expect remains unaffected. The same applies to violations of obligations by the vicarious agents of Liteup.


Article 11. Privacy

The collection and processing of personal data belonging to the Influencer by Liteup is governed by the Privacy Policy of Liteup. The current version may be consulted on the website of Liteup.


Article 12. Communications

Liteup is entitled to send any communications regarding this Agreement and use of the Liteup app via email to the email address registered by the Influencer in his/her account. The Influencer shall see to it that he/she receives all communications via the email address registered in his/her account. However, Liteup is not obliged to only send communications via email.


Article 13. Confidentiality

(1) All the business and operational secrets disclosed to the Influencer and/or of which he/she learns belonging to Liteup or the Advertiser, the content and results of the collaboration (in particular, but not restricted to information concerning the nature and content of Campaigns and the advertising materials made available and products advertised ) and any other information marked confidential or which is reasonably recognisable as such (hereinafter referred to ‘Confidential Information’) are subject to a duty of confidentiality incumbent upon the Influencer.

(2) The Influencer undertakes to maintain strict confidentiality with regard to any Confidential Information that comes to his/her knowledge in the context of the collaboration, to refrain from disclosing same to anybody and to only use Confidential Information in the context of the collaboration and/or in accordance with the Campaign Guidelines. This obligation shall continue to apply after this Agreement has ended.

(3) This duty of confidentiality does not apply to information in respect of which it can be shown that it: a. was already known to the Influencer before its disclosure, or b. was already in the public domain or generally accessible before its disclosure, or c. entered the public domain or became generally accessible after disclosure without the involvement or through no fault of the Influencer and in respect of which Liteup and the Advertiser no longer have any interest in maintaining its confidentiality, or d. must be disclosed by the Influencer in order to comply with a compulsory official or court order or mandatory statutory provisions; in such cases, the Influencer must inform Liteup in writing without delay and make every effort to safeguard the confidential handling of same. The burden of proof in respect of whether the exceptions described above are indeed satisfied lies with the Influencer.


Article 14. Referencing

If the Influencer is an entrepreneur within the meaning of article 14 of the German Civil Code, he/she shall grant Liteup the right to refer to the collaboration with the Influencer throughout the sector, in particular in advertising materials and on the Liteup website. The Influencer is entitled to object to such referencing at any time with effect for the future.


Article 15 Non-circumvention

(1) The Influencer, during the term of this Agreement and for a period of one (1) year after it has ended, undertakes to refrain from circumventing Liteup by directly offering or providing advertising services to advertisers for whose Liteup Campaigns he/she has provided services under this Agreement or entering into a contractual commitment to render advertising services that are identical or essentially similar to the advertising services rendered by the Influencer in the context of the collaboration with Liteup.

(2) If the Influencer culpably violates its non-circumvention obligation under article 15 (1) he/she is liable for compensation.

(3) For each instance of violation of the non-circumvention obligation, the Influencer must pay an immediate contractual penalty. The contractual penalty amounts to 200% of all the sums paid out and received by the Influencer from Liteup in the 12 months before the violation for Campaigns with products or Advertising by the Advertiser or through circumvention. The Influencer reserves the right to prove that less damage has been incurred. The right of Liteup to seek further compensation and possibly injunctive relief in the future is not excluded by the foregoing.

(4) The provisions in articles 15 (1) to 15 (3) will not apply if the Influencer is able to show that he/she had already rendered advertising services for the advertiser in question before the conclusion of this Agreement independently of Liteup.


Article 16. Assignment to third parties

(1) Liteup is entitled to assign claims for payment vis-à-vis the Influencer and all the rights and duties under this Agreement with the Influencer to third parties without the Influencer’s approval, In the event of the assignment of all the rights and duties, the subscriber is entitled to terminate the subscription agreement when the assignment takes effect.

(2) The Influencer may not assign its rights and duties under the subscription agreement to third parties without the approval of Liteup; the exception in this respect concerns any payment claims by the Influencer (e.g. claims for compensation).


Article 17. Amendments to these GTC

(1) Liteup reserves the right to amend these GTC without giving any reasons if the legal framework conditions for operating the Platform offered change, certain functions offered by Liteup are revised or extended or if the GTC contains gaps, unless the amendment is unreasonable from the Influencer’s point of view.

(2) Liteup will notify the Influencer about any changes to the GTC in good time. If the subscriber does not object to the new GTC within four (4) weeks of such a notification, it will be assumed that the parties have accepted that the amended GTC is an integral part of the Agreement. In its notification, Liteup will draw the Influencer’s attention to the latter’s right of objection and the meaning of the objection period. If the Influencer objects to the new GTC, Liteup is entitled to terminate the user agreement with the Influencer without notice.


Article 18. Miscellaneous

(1) This Agreement is governed by the laws of the Federal Republic of Germany to the exclusion of international uniform law, in particular, the UN Sales Convention. The contractual language is English.

(2) In the case of any disputes arising from the contractual relationship, wherever the Influencer is a legal person under public law or a special fund under public law, the exclusive place of jurisdiction – even international – is the registered office of Liteup, currently in Hamburg. The same applies if the Influencer is a businessperson and the transaction from its point of view is a commercial transaction. Liteup is also entitled to sue at the location of the businessperson’s branch office, the registered office of the legal person, or the seat of the authority.


Hamburg, Deutschland, February 2021, Version 1.0

Recitals

Use of the platform made available by Liteup Media UG only take place in accordance with the terms and conditions of this agreement (‘GTC’ or ‘Agreement’) between you and Liteup Media UG, Willy-Brandt-Straße 23, 20457 Hamburg, Tel.: +4915226205656, Email: info@liteupmedia.com, District Court Hamburg, Managing Directors: Matias Bruno and Aaron Bajer. In order to be able to use the platform Liteup as an influencer, you must accept the GTC in the present form. General terms and conditions of influencers are not part of this Agreement or deemed to have been agreed upon unless Liteup Media UG expressly accepts them in writing.


Article 1. General, Definition

(1) Liteup or Liteup Media app refers to the mobile app "Liteup for Creators" made available by Liteup Media UG at the Apple App Store and Google Play Store. Liteup enables influencers to participate in campaigns for various advertisers in the context of which they create advertisements and publish them on their social media page. Liteup is in no way obliged to make available campaigns through the Liteup app in a specific quantity or quality for influencers.

(2) Influencer refers to a natural or legal person using Liteup in accordance with the terms and conditions of these GTC. The influencer intends to publish advertising on his/her social media page in the context of campaigns.

(3) Social Media Page refers to any advertising space (e.g. online accounts on social networks or video portals, websites etc.) legitimately available for use by the Influencer for display advertising in online or mobile media.

(4) Advertiser refers to a company (e.g. the provider of an app or an advertising agency working on behalf of said provider) that would like to place advertising on Influencer Pages in order to advertise a product (e.g. an app).

(5) Campaign refers to each offer published on Liteup addressed to the Influencer to advertise a product in line with the specified campaign guidelines and each ensuing advertisement for the product if the Influencer decides to participate.

(6) Campaign Guidelines refer to the conditions, indications, instructions and other guidance applicable to the conduct of a Campaign. The essential condition for participating in the Campaign is acceptance and compliance by the Influencer with the applicable Campaign Guidelines.

(7) Advertising or Advertisement refers to the advertising displayed by the Influencer on his/her Influencer Pages during a Campaign created with the advertising materials employed at any given time (e.g. text, graphics, images, sounds, videos, etc. by the Influencer himself/herself and/or as specified by the Advertiser).


Article 2. Registration and conclusion of the agreement

(1) The precondition for use of Liteup is the conclusion by the Influencer of a user agreement with Liteup. This contract will only be formed following successful registration. Upon registration, the Influencer must acknowledge the validity of these GTC.

(2) Registration and use of Liteup are possible free of charge.

(3) Registration takes place by creating a user account. For this purpose, the Influencer must fill out the relevant input fields on Liteup. All the fields in the application form marked ‘required’ must be completed. The provision of a valid email address is required in all cases. Registration is only complete when the Influencer has received an email from Liteup for the purpose of verifying his/her email address and has clicked on the confirmation link contained therein.

(4) Registration may also take place by using an existing Google account belonging to the Influencer, as well as an Apple ID.

(5) The Influencer has no right to the registration and conclusion of a user agreement.

(6) The Influencer warrants that all the information provided when creating the user account is truthful and complete.

(7) Only one user account can be created or one user agreement concluded with Liteup.

(8) The Influencer must ensure that his/her user account can only be used by him/her. Accordingly, he/she shall take appropriate precautions to protect the confidentiality of his/her login data and refrain from passing on the login data to third parties. In this respect, the Influencer is obliged to promptly inform Liteup if he/she learns that his/her login data is being used without authorisation or if use thereof is the result of unauthorised access to the login data.

(9) Natural persons are only entitled to conclude an agreement with Liteup if a. they are aged 18 or over (of full legal age). The minimum age of Influencers is stated during the registration process and its acceptance must be truthful.

(10) The Influencer, when requested, shall also furnish proof of his/her age. Liteup reserves the right to block The Influencer’s user account until such proof is furnished.

(11) The Influencer shall see to it that by using his/her user account, he/she does not spread any viruses, Trojans or other software capable of harming the IT systems of Liteup or Advertisers and shall take any necessary precautions as required (anti-virus scanner etc.).


Article 3. Validation of user account

(1) The essential precondition for participation in Campaigns is that the Influencer has his/her user account validated once beforehand by Liteup. During the validation, Liteup will check whether the Influencer fulfills the necessary requirements in terms of quality and security to enable participation in Campaigns.

(2) The decision to validate the user account lies solely at the discretion, exercised reasonably, of Liteup, with the aim of ensuring the necessary levels of quality and security for Advertisers during Campaigns. Under no circumstances does an Influencer have any right to expect validation of his/her user account.


Article 4. Conduct of Campaign; guarantees

(1) The current Campaigns in which the Influencer can participate will be shown to him/her on the Liteup app.

(2) The Influencer undertakes to only provide his/her (advertising) services in the context of Campaigns as set out in this Agreement – in particular, the guarantees described in article 4 (4) – and in accordance with the relevant Campaign Guidelines.

(3) In the event that the Influencer is unable to comply with the terms of this Agreement and/or the Campaign Guidelines when conducting a Campaign, he/she must immediately stop the Campaign. This also applies if the Campaign Guidelines contain provisions laid down by an Advertiser that run contrary to this Agreement – in particular, the guarantees referred to in article 4 (4). Liteup must be informed in such cases.

(4) When conducting any Campaign the Influencer shall ensure a. that he/she is entitled to use the Influencer Pages as required and that he/she abides by all the provisions laid down by Providers in any given case for the necessary use of the Influencer Pages; b. that the creation and publication of the Advertising are not contra bonos mores and complies with any applicable laws (e.g. laws governing penal and administrative offenses, competition laws, the Interstate Broadcasting Agreement, the Telemedia Act, etc.). This guarantee shall also extend to compliance with any statutory provisions on advertising markings at all times and without any limitations. c. the Advertising created and published – regardless of article 4 (4) – is free from any content that: is racist or glorifies or trivialises violence; extremist or calls for or incites criminal offences or violations of the law, threatens injury, life or property, stirs up hatred against persons or companies; violates personality rights, is slanderous, libellous, objectionable, pornographic, sexist, sexually molests persons, obscene, vulgar, repulsive, shocking or trivialises the consumption of alcohol while driving or the illegal consumption of drugs. d. that Advertising or insufficient warnings about viruses do not cause the dissemination of malfunctions and such like or call for participation in competitions, snowball systems, chain letters, pyramid schemes and similar schemes; e. that the creation and publication of Advertisements does not infringe the absolute rights of third parties (e.g. copyright and neighbouring rights, trademarks or personality rights etc.). In particular, the Influencer warrants that he/she is entitled to use any photos, graphics, videos, texts, sounds, musical works and recordings or other materials used in the context of a Campaign to create and publish Advertising; f. that there is no disruption or attempts to disrupt the proper functioning of the Platform and especially the tracking methods employed by Liteup; g. that the publication of Advertising is not capable of causing detriment to Liteup or the Advertiser, in particular, with regard to their reputation and standing in the eyes of the public; h. that any Advertising once approved by Liteup in any given cause is not subsequently changed or altered without the prior consent of Liteup, although it should be made clear that the Influencer, generally speaking, is free to integrate the Advertising as he/she sees fit provided such integration takes place in accordance with the terms of this Agreement and the Campaign Guidelines and i. that he/she does not intentionally engage in any Fraudulent Actions (see article 4 (5)) or allow third parties to do so, tolerate such actions or otherwise deliberately facilitate them.

(5) Liteup uses appropriate means to prevent Fraudulent Actions. The Influencer shall support Liteup in the prevention of Fraudulent Actions. ‘Fraudulent Actions’ are deemed to include, although without being limited hereto: a. any activity carried out by a bot, script, automated program or similar programs aimed at creating the impression that an actual conversion has been achieved. The term also includes any actions generally regarded as fraudulent or abusive or as violating the acknowledged principles of online marketing; such as those prohibited by leading programs used in affiliate marketing and keyword advertising; e.g. the generation of queries, completion of surveys, the creation of recommendations in an automated manner or use of false information or toleration of such behavior by third parties; b. incentivized installs: it is prohibited to offer incentives to users for activities (rewards or advantages) leading to a successful installation of the promoted product (app). This expressly includes a request addressed to a user to install an app merely to support the Influencer. Accordingly, installations achieved by offering incentives will be deemed invalid and any coins received in return will be subsequently deducted; c. Excessive self-installation: the installation of an excessive number of apps on the devices of Influencers merely for the purpose of obtaining coins and without any intention to present the app to a wider public is not allowed. d. Reach abusively obtained: reach obtained by the Influencer on the Influencer Pages used by him/her through illegal or illegitimate methods, in particular by buying social media followers or likes.

(6) Liteup reserves the right to check the Advertising due to be published by the Influencer beforehand for Fraudulent Actions.

(7) In the event that the Influencer violates the guarantees described in article 4 (4) and article 4 (5), Liteup has the right: a. to exclude the Influencer with immediate effect from all Campaigns, to disable the Influencer’s tracking links and request that the Influencer remove the Advertising from the Influencer Pages; and b. to temporarily block the Influencer’s user account; and c. to terminate the Agreement with the Influencer extraordinarily without notice.

(8) The Influencer shall indemnify and hold free and harmless Liteup from any third-party claims (incl. those asserted by the Advertiser) asserted against Liteup and in respect of any costs (incl. legal fees) incurred by Liteup following a violation by the Influencer of the guarantees described in article 4 (4).

(9) Any social media postings sharing the video must also contain a disclosure adequate under the FTC guidelines. Appropriate disclosures may include #ad or #sponsored but you are responsible for ensuring any disclosure text and the appearance of that text complies with current FTC guidelines.


Article 5. Payment

(1) In return for participation in a Campaign, the Influencer can obtain a success-based reward in the form of USD or EUR in accordance with the terms and conditions of these GTC and the relevant Campaign Guidelines.

(2) The amount of USD/EUR credited to the Influencer is generally based on the number of conversions by the Influencer. Conversion is defined as a predefined event, e.g. if a user installs an app promoted by the Influencer within a specified period of time. The amount of USD/EUR attainable per conversion and other possible criteria such as daily upper limits and targeting criteria are stipulated in the Campaign Guidelines. If the Influencer participates in a Campaign, he/she must accept the relevant Campaign Guidelines.

(3) The number of valid conversions is measured by Liteup using tracking tools commonly used in the sector. Generally speaking, a requirement is that the Influencer integrates a tracking link into his/her Advertising on the Influencer Pages. The choice of tracking tool used is entirely at the discretion of Liteup. Based on the tracking, Liteup makes the statistics available to the Influencer on the Platform

(4) Payments are processed on a weekly basis. If the minimum amount is not attained the balance remains in the account until the minimum amount is earned.

(5) Rewards are paid out to the Influencer in US dollars or Euros, depending on the currency the Influencer supports. The Liteup conversion rate used to convert the value of the balance US dollars into Euros is set by Liteup at its sole discretion. When performing this conversion, Liteup refers to the official exchange rates published by the European Central Bank. Liteup regularly adjusts the Liteup conversion rate. However, it does not reflect the official exchange rate.

(6) When payments are to be processed, the Liteup conversion rate for the entire amount due to be paid out in force on the payment date is applied.

(7) Payouts to the Influencer take place using the payment method registered by the Influencer (e.g. PayPal or bank transfer).

(8) Liteup will issue a payment voucher to the Influencer for each reward paid out showing the payment in question in accordance with the applicable tax laws. The Influencer accepts that payment vouchers can be issued by Liteup in electronic format.

(9) The Influencer must check the payment voucher within four weeks. If the Influencer does not lodge any objection within the four weeks following receipt of the payment voucher, the payment voucher will be deemed to have been accepted.

(10) The Influencer is responsible for paying any taxes. If required by law, the Influencer in the capacity of invoicing party shall include a breakdown of any applicable taxes in its invoice.


Article 6. Advertising content

(1) Liteup prohibits the Advertiser from specifying certain types of advertising formats or having products advertised that are immoral or unlawful or infringe third-party rights (‘Unacceptable Advertising’). However, it is solely the Influencer’s responsibility before running a Campaign to check and ensure that the advertising contents and formats used do not constitute Unacceptable Advertising.

(2) If an Influencer, while carrying out prior checks or during a Campaign, discovers that the conduct of a Campaign requires Unacceptable Advertising, he/she must suspend the Campaign without delay and inform Liteup in writing. Liteup will check the Campaign and end the Campaign in question if it detects a violation by the Advertiser. The Influencer may only resume the suspended Campaign after obtaining the explicit approval of Liteup.


Article 7. Availability of Platform Guarantee

(1) Liteup will strive to ensure that the Platform is available without interruptions. However, no guarantee is furnished by Liteup for its continual availability. Liteup may temporarily restrict the availability of the Platform if required because of capacity limits, to ensure the security or integrity of the server or if technical measures need to be taken and this is done to ensure the proper or improved provision of services (maintenance work). In such cases, Liteup will take into account the legitimate interests of the Influencer, by providing information in advance for example.

(2) Liteup also reserves the right to suspend the operation of the Platform for an indefinite period. In such cases, Liteup will inform the Influencer in advance. Any USD credited to the Influencer’s user account will be paid out.


Article 8. Term of Agreement and termination

(1) This Agreement has been concluded for an indefinite period.

(2) The parties can terminate the Agreement at any time without giving any reasons with immediate effect. The reference date is the date on which the notice of termination is received.

(3) The right of the parties to terminate the Agreement extraordinarily for good cause remains unaffected.

(4) Liteup is entitled to terminate the Agreement extraordinarily without notice, in particular, if the Influencer violates his/her guarantees as set out in article 4 (4) and article 4 (5).

(5) In those cases in which Liteup is entitled to terminate the Agreement without notice, Liteup will also always have the right to end ongoing Campaigns run by the Influencer and temporarily block the user account and access to the Liteup app.

(6) Any USD credited and/or payouts of the equivalent value as described in article 5 completed before the termination takes effect will remain unaffected. However, the statutory retention rights of Liteup remain unaffected.

(7) The Influencer can terminate the Agreement vis-à-vis Liteup, Liteup Media UG, Wandsbeker Zollstraße 132, 22041 Hamburg, email: info@liteupmedia.com. No reasons need to be given.

(8) After the contractual relationship has been terminated, access to Liteup will be blocked. The Influencer shall halt all Campaigns and is solely responsible for removing any advertising materials and links. Under no circumstances is the Influencer entitled to claim remuneration for Campaigns run after the Agreement has been terminated, in particular, in respect of any conversions completed after the Agreement has been terminated.

(9) In the event of termination for good cause, Liteup reserves the right to permanently exclude the Influencer from using the Liteup app. In such cases, the Influencer is not entitled to re-register.


Article 9. Scope of functions and guarantee

Under this Agreement, Liteup grants the Influencer access to the Liteup app according to its configuration at any given time and range of functions. The Influencer has no right to expect a specific configuration now or in the future or range of functions. In particular, Liteup reserves the right to continually adapt the Liteup app accordingly to incorporate the possibilities and demands of technological advances and a varying range of campaign and advertising models.


Article 10. Limitation of liability

Liteup does not accept liability for slightly negligent violations of obligations, provided they do not concern damage in relation to death, injury or damage to health or violations of guarantees or claims under the product liability act. Liability for violations of obligations whose fulfillment enables the proper performance of the Agreement in the first place and whose fulfillment the Influencer is generally entitled to expect remains unaffected. The same applies to violations of obligations by the vicarious agents of Liteup.


Article 11. Privacy

The collection and processing of personal data belonging to the Influencer by Liteup is governed by the Privacy Policy of Liteup. The current version may be consulted on the website of Liteup.


Article 12. Communications

Liteup is entitled to send any communications regarding this Agreement and use of the Liteup app via email to the email address registered by the Influencer in his/her account. The Influencer shall see to it that he/she receives all communications via the email address registered in his/her account. However, Liteup is not obliged to only send communications via email.


Article 13. Confidentiality

(1) All the business and operational secrets disclosed to the Influencer and/or of which he/she learns belonging to Liteup or the Advertiser, the content and results of the collaboration (in particular, but not restricted to information concerning the nature and content of Campaigns and the advertising materials made available and products advertised ) and any other information marked confidential or which is reasonably recognisable as such (hereinafter referred to ‘Confidential Information’) are subject to a duty of confidentiality incumbent upon the Influencer.

(2) The Influencer undertakes to maintain strict confidentiality with regard to any Confidential Information that comes to his/her knowledge in the context of the collaboration, to refrain from disclosing same to anybody and to only use Confidential Information in the context of the collaboration and/or in accordance with the Campaign Guidelines. This obligation shall continue to apply after this Agreement has ended.

(3) This duty of confidentiality does not apply to information in respect of which it can be shown that it: a. was already known to the Influencer before its disclosure, or b. was already in the public domain or generally accessible before its disclosure, or c. entered the public domain or became generally accessible after disclosure without the involvement or through no fault of the Influencer and in respect of which Liteup and the Advertiser no longer have any interest in maintaining its confidentiality, or d. must be disclosed by the Influencer in order to comply with a compulsory official or court order or mandatory statutory provisions; in such cases, the Influencer must inform Liteup in writing without delay and make every effort to safeguard the confidential handling of same. The burden of proof in respect of whether the exceptions described above are indeed satisfied lies with the Influencer.


Article 14. Referencing

If the Influencer is an entrepreneur within the meaning of article 14 of the German Civil Code, he/she shall grant Liteup the right to refer to the collaboration with the Influencer throughout the sector, in particular in advertising materials and on the Liteup website. The Influencer is entitled to object to such referencing at any time with effect for the future.


Article 15 Non-circumvention

(1) The Influencer, during the term of this Agreement and for a period of one (1) year after it has ended, undertakes to refrain from circumventing Liteup by directly offering or providing advertising services to advertisers for whose Liteup Campaigns he/she has provided services under this Agreement or entering into a contractual commitment to render advertising services that are identical or essentially similar to the advertising services rendered by the Influencer in the context of the collaboration with Liteup.

(2) If the Influencer culpably violates its non-circumvention obligation under article 15 (1) he/she is liable for compensation.

(3) For each instance of violation of the non-circumvention obligation, the Influencer must pay an immediate contractual penalty. The contractual penalty amounts to 200% of all the sums paid out and received by the Influencer from Liteup in the 12 months before the violation for Campaigns with products or Advertising by the Advertiser or through circumvention. The Influencer reserves the right to prove that less damage has been incurred. The right of Liteup to seek further compensation and possibly injunctive relief in the future is not excluded by the foregoing.

(4) The provisions in articles 15 (1) to 15 (3) will not apply if the Influencer is able to show that he/she had already rendered advertising services for the advertiser in question before the conclusion of this Agreement independently of Liteup.


Article 16. Assignment to third parties

(1) Liteup is entitled to assign claims for payment vis-à-vis the Influencer and all the rights and duties under this Agreement with the Influencer to third parties without the Influencer’s approval, In the event of the assignment of all the rights and duties, the subscriber is entitled to terminate the subscription agreement when the assignment takes effect.

(2) The Influencer may not assign its rights and duties under the subscription agreement to third parties without the approval of Liteup; the exception in this respect concerns any payment claims by the Influencer (e.g. claims for compensation).


Article 17. Amendments to these GTC

(1) Liteup reserves the right to amend these GTC without giving any reasons if the legal framework conditions for operating the Platform offered change, certain functions offered by Liteup are revised or extended or if the GTC contains gaps, unless the amendment is unreasonable from the Influencer’s point of view.

(2) Liteup will notify the Influencer about any changes to the GTC in good time. If the subscriber does not object to the new GTC within four (4) weeks of such a notification, it will be assumed that the parties have accepted that the amended GTC is an integral part of the Agreement. In its notification, Liteup will draw the Influencer’s attention to the latter’s right of objection and the meaning of the objection period. If the Influencer objects to the new GTC, Liteup is entitled to terminate the user agreement with the Influencer without notice.


Article 18. Miscellaneous

(1) This Agreement is governed by the laws of the Federal Republic of Germany to the exclusion of international uniform law, in particular, the UN Sales Convention. The contractual language is English.

(2) In the case of any disputes arising from the contractual relationship, wherever the Influencer is a legal person under public law or a special fund under public law, the exclusive place of jurisdiction – even international – is the registered office of Liteup, currently in Hamburg. The same applies if the Influencer is a businessperson and the transaction from its point of view is a commercial transaction. Liteup is also entitled to sue at the location of the businessperson’s branch office, the registered office of the legal person, or the seat of the authority.


Hamburg, Deutschland, February 2021, Version 1.0