What we offer
By accepting this offer for the use of the kontextR service you will be enabled to use the kontextR product "Automated Text Links" for inText links, image-text widgets and iFrames.
General terms and conditions for the use of the kontextR service Automated Text Links (“GTC”)
kontextR's customers can use the kontextR services, in that individual persons named and authorised by the customer ("Admin-User" or "Company-Admin") can order and configure currently available products ("Product") or product packages ("Packages") via a portal ("Cockpit") for the configuration of kontextR services, provided by kontextR online. Admin users can name authorized employees as "users" of the cockpit. A Product may contain (n)one or more Packages for selection. The currently available kontextR products and packages with the respective services and prices are mentioned in the offer or are stored in the Cockpit. To use a product, the customer has to sign these GTC and the "additional agreement" valid for each product once or confirm it in the cockpit. Furthermore, the kontextR "Guidelines" for creating and handling campaigns apply.
1st Legal object
1.1 The admin users named by the client will be invited by kontextR via email. They will receive the access data to the cockpit.
1.2 Admin-Users can add additional users who are employees of the customer or are identified by the customer as authorised to use kontextR services. However, only admin users are entitled to enter into and configure an agreement for the customer to use the kontextR products and packages for the customer.
1.3 These GTCs become valid upon acceptance of the kontextR offer or by active confirmation by selection in the cockpit. With confirmation of these GTC the customer is entitled to purchase individual kontextR products and packages, e.g. via the cockpit, or to have them activated by kontextR. These kontextR products and packages are acquired by the customer accepting the respective additional agreement for a product once. Example: with confirmation of the GTC a customer can first purchase product I) by signing the additional agreement 1). At a later point in time, after receiving an offer from kontextR, product II) can be purchased by simply confirming the additional agreement II) under the same GTC.
1.4 kontextR reserves the right to reject customers or certain users named by the customer who use the kontextR service and/or to assign or change certain access rights. kontextR products and packages can be changed and/or removed by kontextR at any time, unless a confirmed supplementary agreement for this product or package exists with the customer.
1.5 The respective kontextR products can be purchased and/or cancelled individually or in combination. The additional agreements assigned to each product are available in the offer or can be found in the cockpit.
2. Scope of services
2.1 kontextR will provide the client with the functionalities of the kontextR-services according to the offer. kontextR will provide the kontextR-services within the framework of the current state of the art. kontextR will strive to continuously develop the kontextR-services. As part of this development, individual functions of the kontextR services can be improved, extended, deleted and/or changed at kontextR's discretion, provided that the essential character of the kontextR services owed is not affected. Should kontextR make changes that are of a larger scale, kontextR will inform the client at least one week in advance.
2.2 kontextR's technology, links and formats are determined in type, priority and presentation by kontextR and may be changed at kontextR's discretion.
2.3 The client will identify to kontextR those publisher media that are to be included in this agreement in principle. For this purpose, the customer confirms the publisher media included in the offer or selects the publisher media in the cockpit on which the respective kontextR product or package is to apply.
2.4 The parties agree that websites, smartphone apps or other media that will only be included in the customer's portfolio in the future can also be included in this agreement as Publisher Media at any time. This can be done by simple addition by kontextR on behalf of the customer or by the customer himself in the Cockpit. kontextR is not obliged to include any specific publisher media.
2.5 The general business hours are 9-19h on weekdays. kontextR will endeavour to respond to enquiries within a few hours.
3. User obligations for the kontextR services
3.1 The customer shall ensure that the access data are kept safe by the admin users and the users of the Cockpit and that these data are not passed on or can be viewed internally or externally.
3.2 The users and/or admin users can always request a new password on the cockpit login page. If a user and/or admin user suspects that others may have access to his or her access data, a new password must be requested immediately from kontextR. In case of possible criminal actions kontextR has to be informed immediately.
3.3 kontextR is entitled at any time to limit access for users and/or admin-users of the client or to reset passwords or to demand other security measures, e.g. a two-factor authentication.
3.4 The user or admin user is not entitled to view or store data to which (s)he has gained unauthorised access, for example by deliberately exploiting software errors in kontextR technology.
3.5 The customer ensures that only authorised and (non-exempted) employees as users administer the kontextR service or are authorised by the customer to purchase the products and packages via selection in the cockpit for a fee. The customer regularly checks in the cockpit whether all stored settings for the products or packages and users are still valid.
3.6 The customer shall ensure that users and admin users ensure that all data relevant for use (e.g. full name, e-mail address) are correctly stored and kept up-to-date.
3.7 The customer assures that the customer is entitled to dispose of the Publisher Media listed in the Cockpit and to conclude this agreement. The client further assures that the publicly available content does not infringe any third party rights, copyrights and trademark rights, or other legal regulations, in particular that it does not contain content of a fraudulent, pornographic, defamatory, privacy violating or misleading nature. kontextR may restrict, change or stop certain campaigns started by the client, if these restrict third party rights or do not comply with the kontextR guidelines for campaigns.
3.8 The customer is obliged to deposit the data at least from an authorized admin user or to name them by e-mail. The Admin-User is thus considered the responsible contact person. This concerns in particular the first and last name, e-mail address and telephone number, as well as the contact details of a representative. Should the contact person or the data change, the customer is obliged to update the information promptly and to name one or more authorized contact persons.
3.10 Any changes to the content and technical aspects of the contractual publisher media, which may affect the functionality of the kontextR service, e.g. relaunch of the website, changes to the website structure or codes, must be communicated to kontextR six weeks in advance, either in writing or by email, so that kontextR can make any necessary adjustments.
3.11 In particular, client will ensure that the functionality of the kontextR service is not affected by its own or third party technologies used on client sites. Should such impairments occur, they are to be remedied by the client immediately.
3.12 The client is responsible for ensuring that the publisher media comply with the applicable data protection and copyright requirements.
3.13 The Customer itself is responsible for ensuring that the kontextR Access Technologies are removed from the Publisher Media after termination of the Agreement. Until this time kontextR is entitled to continue to collect and evaluate data from the client. kontextR may require the client to remove the access technology within seven days.
4. Rights of use
4.1 For the duration of the respective agreement, the customer receives a non-exclusive, non-transferable, non-sub-licensable right to use the functions provided for the customer for the respective purchased and provided kontextR product or package, as well as to access the Cockpit.
5. contract period and termination
5.1 Unless otherwise stated, the contract period regarding a kontextR product or package starts with the purchase of this kontextR product or package by a confirmed offer or confirmation in the Cockpit by an Admin User ordered by the client. The contract period is retroactive to the beginning of the month of the current calendar month. The agreement regarding a kontextR product or package runs for the "contract period" specified in the cockpit for this kontextR product or package. For example, if the customer chooses a kontextR package for a term of three months, a contract period of three months is agreed.
5.2 The contract period for a purchased kontextR product or package will be automatically extended by the period of the contract period, if it has not been cancelled by one party according to the cancellation period stated in the offer.
5.3 This GTC agreement can be terminated by either party with a notice period of 2 (two) weeks. However, it will run at least until such time as all accepted additional agreements are valid and the respective contract periods of one or more purchased kontextR products or packages do not end after termination in due time. Example: The GTC has been cancelled, a remaining additional agreement for a product has a cancellation period of one month to the end of the month and has also been cancelled in due time. In this case, the entire contract is terminated at the end of the previous month.
5.4 The right of extraordinary termination for good cause remains unaffected. An important reason exists in particular if the customer violates the kontextR guidelines.
6.1 Prices and conditions per kontextR product or package are listed in the offer or stored in the cockpit. The customer and kontextR can upgrade individual kontextR products and packages or extend contract periods. All prices quoted are exclusive of any applicable sales tax.
6.2 In the case of invoicing by kontextR, the invoice will be sent by default to the email address of the admin user or other responsible party specified by the customer. The payment period is ten days after receipt of the invoice.
6.3 kontextR expressly reserves the right to limit or immediately and completely discontinue the use of kontextR services if the client does not meet his payment obligations in time. This does not remove the client's obligation to pay for the service for the entire period purchased.
6.6 The client may not offset unless the counterclaim is legally established, ready for decision or undisputed. The right of kontextR to offset remains unaffected.
6.8 The customer is obliged to name the payment information or to deposit it in the cockpit.
7. Warranty and liability
7.1 kontextR only provides the technology for use and the kontextR services with recommendations. The client is responsible for the proper activation and legally correct use of the kontextR services.
7.2 The parties agree that there may be temporary interruptions in availability due to maintenance work. Planned major maintenance work will be announced in good time. kontextR will not be liable if there are interruptions in availability for reasons beyond the control of kontextR (e.g. power failure or interruptions to the public communications network).
7.3 kontextR is liable without limitation for damages resulting from injury to life, body or health, for other damages that are based on an intentional or grossly negligent breach of duty or fraudulent intent as well as from the breach of essential contractual obligations, in a way that endangers the purpose of the contract (cardinal obligations). Cardinal obligations are such contractual obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely, and whose violation on the other hand endangers the achievement of the contractual purpose. Furthermore, kontextR is liable without limitation for damages which are covered by the liability according to mandatory legal regulations, such as the Product Liability Act, as well as in the case of the assumption of guarantees. Otherwise kontextR's liability is excluded, regardless of the legal basis.
7.4 The client will indemnify kontextR on first demand from all third party claims asserted against kontextR, if these result from a violation of third party rights, legal regulations or obligations from these GTC or additional agreements. The release also includes reasonable legal defence, including court and legal fees.
8. Contact of admin users/users and confidentiality
8.1 The customer acknowledges that kontextR is entitled to measure the usage behaviour of cockpit users in the cockpit and to send them messages, reports, status messages or product or kontextR information e.g. by e-mail or to inform them by phone.
8.2 The customer undertakes to treat as confidential all confidential information (e.g. granted scope of functions) which has been or will be obtained in connection with the business relationship and not to pass on or otherwise make this information available to third parties and to take all reasonable precautions to protect the information from unauthorized disclosure and use as well as from unauthorized access or misuse.
9.1 The contractual relationship between kontextR and the client is exclusively subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Exclusive place of jurisdiction is Munich.
9.2 The invalidity of individual provisions of these GTC does not result in the invalidity of the remaining provisions of these GTC.
Supplementary agreement Product I - "Advertising and Content Campaigns
1.1 This supplementary agreement (SA-1) can only be concluded with previously confirmed contextual terms and conditions. A package for this product I can only be purchased with a previously confirmed supplementary agreement.
1.2 Upon confirmation of the supplementary agreement, all provisions of this supplementary agreement shall apply. The confirmed additional agreement includes all purchased and future purchased packages of Product I.
1.4. this supplementary agreement for product I only includes campaigns that are created by the customer himself or, on request of the customer, for the customer, on his behalf, to be created, recommended or managed by kontextR.
2.1 With this product, customers can create advertising or content campaigns (e.g. link campaigns to advertisements) in the cockpit themselves or have them created in their name by kontextR on their behalf, or edit and start exemplary preconfigured campaigns by kontextR. These campaigns then appear on the publisher media configured by the customer.
2.2. The available formats for campaigns are defined in the offer. kontextR can, at its own discretion, provide the customer with additional formats that are automatically included in this agreement.
3. Rights and obligations
3.1 Which advertising material, contents or which picture or video material is used or linked or displayed is at the discretion and exclusive responsibility of the customer, taking into account the regulations applicable in the GTC. Regulations of this supplementary agreement take precedence over the GTC.
3.2 If the customer activates campaigns that set tracking or cookies, for example by loading one or more iFrames of third parties as a campaign (e.g. YouTube player), the customer himself is responsible for compliance with data protection requirements and advertising labels, as if the customer were to integrate this content directly into his media and be responsible for it directly on his media.
3.3 Should kontextR suggest campaigns that originate from third parties and third parties collect tracking or cookie data, kontextR will endeavour to make this information transparent to the client in the cockpit. In this case, the client ensures that his media comply with the relevant data protection regulations and labels by activating the campaign or by delegating the activation to kontextR. By activating such campaigns, which are only recommended by kontextR and over which the client has full control and editing or duplication options, the campaign is legally treated as if it was created by the client himself and published on his media.
3.4. kontextR may provide third parties with publisher media and data so that they can advertise on them. There is no obligation on the part of the customer to activate these campaigns in the cockpit, unless this is based on mutual agreements between the advertiser and publisher. The customer has the option to prevent the naming of the media by informing kontextR in writing or by email, and thus does not wish to receive any further monetization through campaigns recommended by kontextR or revenue sharing of this kind.
4. Term & cancellation
4.1 The contract period for a package always begins at the beginning of the month according to the offer and is automatically extended by the contract period stated in the offer, if not cancelled in due time.
4.2 A Package can be terminated by either party in accordance with the notice period of the respective Package as stated in the offer.