GENERAL TERMS & CONDITIONS (AGB) FOR PARTNERS

1) General considerations and scope

a) These terms and conditions (hereinafter "T&Cs") govern the contractual relationship between ShowHeroes GmbH, Leibnizstr. 102, 10625 Berlin (hereinafter "ShowHeroes" or "we") and its partners, unless otherwise agreed in writing. They apply to all business relations between ShowHeroes and its partners concerning the use of services and products offered by ShowHeroes (hereinafter "ShowHeroes products") and the internet platform found at ShowHeroes.com including all subdomains (hereinafter "ShowHeroes platform"). Deviating agreements apply only to this contract and not to future contracts.

b) By sending an offer to conclude a contract, the partner accepts the priority of these Terms and Conditions over its conditions which deviate from our terms.

c) Contracts constituted via the official ShowHeroes branded "Confirmation Order" have priority over these T&Cs.

d) The use of the ShowHeroes platform and ShowHeroes products is only permitted for contractors and their authorised employee representatives. Contractors are natural or legal persons or partnerships with legal personality that in concluding a legal transaction act in the execution of its commercial or independent business activity.



2) Definitions

a) "Website operators" are ShowHeroes contractual partners who provide us with their own advertising or editorial space(s) on the internet. These spaces may be all areas suited to marketing, in particular mobile websites in their own right or any kind of apps (hereinafter "Website operator´s platform").

b) "Publishers" are website operators whose chief business is profit generation by monetizing their user reach.

c) "Marketers" are contractual partners of ShowHeroes who represent website operators.

d) "Advertisers" are contractual partners of ShowHeroes who buy media or content in order to place their ads.

e) "Media Agencies" are contractual partners of ShowHeroes who represent advertisers.

f) "Syndication Licensors" are contractual partners of ShowHeroes whose video content is filled by ShowHeroes into website operators´ platforms.

g) "Content Licensees" are contractual partners of ShowHeroes who license ShowHeroes original or syndication content for their platforms.

h) "Partners" (hereinafter "you") are our contractual partners of ShowHeroes, i.e. website operators, marketers, advertisers, licensors, licensees, or media agencies.

i) "Platforms" include all advertising or editorial spaces of a specific website operator. This also includes the websites operator´s social media presences.

j) "Advertising spaces" are spaces on the internet provided to us by our partners. These may be websites in their own right, but may also be apps or other spaces suited to marketing.

k) "Advertisements" are advertising spaces with website operators filled by ShowHeroes with advertisers' or ShowHeroes´ content.

l) "ShowHeroes content" are mobile optimized videos and teasers produced by ShowHeroes.

m) "Syndication content" are mobile optimized videos licenced by ShowHeroes from licensors for filling them into website operators´ platforms. Usually syndication content is edited and optimized by ShowHeroes for mobile usage.

n) "Advertising environments" are any mobile website, app or other space where advertising spaces are presented.

o) "Editorial environments" are any mobile website, app or other space where editorial spaces are presented.

p) "ShowHeroes Playviews" are a graphical window in the advertising or editorial environment and part of the advertising space or the editorial space. It may contain advertisements, content, and/or other information which the website operator would like to have displayed, such as their own texts or images. All information displayed in a ShowHeroes PlayViews is optimised by ShowHeroes products in order to receive greater attention from the visitor to the advertising or editorial environment.



3) Subject matter of the contract

a) for Licensing ShowHeroes Video Content

i) ShowHeroes provides Partner with mobile optimized video content.

ii) ShowHeroes grants Partner an exclusive licence for a period of 14 days for built-to-order content within the Partner´s territory (country of incorporation).

iii) By default, Partner has no sub-licencing rights.

iv) Partner may use the content on any of its own platforms (including apps and social media channels).

v) In case of revenue share agreements between ShowHeroes and Partner relating to the licensing of these videos, partner is obliged to publish and market videos (e.g. pre-rolls and in-feed advertising) on specified platforms within reasonable time after delivery and report respective advertising revenues to ShowHeroes.

vi) If production quality fails to match reasonable expectations, then Partner can decline a video under the following conditions:

(1) Partner has informed ShowHeroes about the issue within 3 hours after reception of the video.

(2) ShowHeroes has failed to resolve the issue within a reasonable time after being informed by Partner.

vii) Show Heroes guarantees that Partners, as long as they follow the licensing agreement, do not violate third party rights, especially no property rights, such as copyright or trademark, or privacy rights.

viii) Show Heroes indemnifies Partners from third party claims that may be asserted against Partner because of a potential infringement of legal provisions due to the use of ShowHeroes videos. A prerequisite for such indemnification is that:

(1) Partner has informed ShowHeroes of the assertion of such claims immediately in writing (fax and e-mail is sufficient),

(2) Partners makes no concessions or acknowledgments or similar statements and Partner makes no payments without the consent of ShowHeroes. Partner allows ShowHeroes to perform, at their expense, all the judicial and extrajudicial negotiations on the claims,

(3) Partner has removed the video (concerned by the claims) upon notice from ShowHeroes immediately.

(4) The claims relate to the video itself.

ix) Partner provides ShowHeroes with access to real-time performance data of videos provided by ShowHeroes (mostly monetization data in case of Apps and Websites, reach and engagement data for social media platforms). If real-time data is not available, then Partner delivers manual reports once per working day (Monday to Friday).



b) for Integrating ShowHeroes PlayView Technology

i) ShowHeroes gets mobile advertising and editorial space with the Partner where video content, teasers, advertisements and PlayViews can appear. Teasers usually link to an optimized ShowHeroes video feed. ShowHeroes analyses user data plus view and swipe behaviour of mobile users (Predictive PlayView Technology) in order to provide targeted content and enhanced ad placements.

ii) PlayView content is solely marketed by ShowHeroes or by ShowHeroes´ authorized third parties. Partner is only entitled to market ShowHeroes PlayView feed with prior written consent of ShowHeroes (Backfill, co-Marketing).

iii) ShowHeroes offers its partners daily or weekly reporting about video performance and ad revenues. Furthermore, ShowHeroes provides a monthly financial reporting till the 15th as the basis for partners´ invoices for potential revenues shares concerning the previous month.

iv) Partner shall receive a payment for the provision of advertising and editorial space, provided revenue was generated from theses spaces.

v) The remuneration of Partner takes the form of a contribution of the net revenues of ShowHeroes, obtained by ShowHeroes through the delivery of advertiser campaigns on the video feed or video frame. The share is to be defined in a written (official ShowHeroes) order confirmation or a written partner contract.

vi) The net proceeds (n/n) are calculated from gross sales per campaign achieved less value added tax, agency discounts and agency special allowances. Possible charges for handling, delivery and tech service, which ShowHeroes charges directly to the advertiser, are not part of net sales proceeds.





4) Conclusion of contract

a) Partner may individually arrange written partner contracts for various subject matters with ShowHeroes.

b) Partner may also pragmatically arrange binding agreements for various subject matters with ShowHeroes which results from your offer (in form of an "Order Confirmation") and our acceptance (via countersigning your order confirmation).



5) Term and termination

regarding ShowHeroes PlayView Technology

a) There can be fixed-term as well as permanent contracts.

b) Partner may ordinarily terminate permanent contracts with a period of 30 days to the end of the month.

c) ShowHeroes may ordinarily terminate permanent contracts with a period of 30 days to the end of the month.

d) The right to terminate without notice for good cause remains unaffected.



regarding ShowHeroes Video Content

a) Beside fixed number product orders, there can be fixed-term as well as permanent contracts.

b) Partner may ordinarily terminate permanent contracts with a period of 30 days to the end of the quarter.

c) ShowHeroes may ordinarily terminate permanent contracts with a period of 30 days to the end of the quarter.

d) The right to terminate without notice for good cause remains unaffected (i.e. if partner has not paid due invoices as agreed).



6) Granting of rights and self-promotion

a) The parties shall grant each other a non-transferable, royalty-free, non-exclusive licence, unrestricted in terms of time and place, to use their brand and company logos during the term of this contract. Their use is restricted to the execution of the provisions of these T&Cs.

b) Furthermore, ShowHeroes is allowed to use the brand of the partner for their own marketing purposes. For this purpose, the partner shall grant ShowHeroes a non-transferable, royalty-free, non-exclusive licence which is unlimited in terms of time and place to use its brand and company logos. In particular, the licence includes the right to make these publically available in online media such as the internet and to reproduce and distribute these offline (e.g. with the help of data carriers, printed materials, or other advertising material).

c) In case of ShowHeroes PlayView Integration, ShowHeroes is permitted to advertise its own products without payment on the registered advertising spaces (if applicable). Self-promotion may constitute up to 5% of the traffic.





7) Exemption from liability

a) The partner shall release ShowHeroes from all third-party claims lodged against them upon first request, unless these result from an infringement of third party rights, statutory provisions or obligations under these Terms and Conditions. The exemption also includes a proper legal defence, including court costs and legal fees.

b) The partner is obligated to provide ShowHeroes with information in the event of a claim by a third party in the examination of claims and legal defence as best as they are able.

c) The aforementioned obligations of the partner do not apply if the partner is not responsible for the infringement.

d) Further claims made by ShowHeroes against the partner remain unaffected.



8) Website Operators´/Marketer responsibility and sanctions

a) The content and layouts submitted to the partner (for example, for advertisements and ShowHeroes PlayViews) or programming codes may not be amended or forwarded to third parties and may only be used in the advertising or editorial environments specified.

b) The partner must always keep data about themselves that has been submitted to ShowHeroes - such as name, address and bank account details - up to date.

c) The partner is obligated to comply with all the requirements for the use of the ShowHeroes platform and ShowHeroes products and to refrain from anything that might jeopardise fault-free operation. Should a fault occur that is caused by the advertising client, the client must rectify this and inform ShowHeroes.

d) The partner shall refrain from anything that is likely to negatively affect the reputation, brand or goodwill of ShowHeroes.

e) Advertising environments and unacceptable practices

i) The platforms specified must be edited continuously in an editorial manner, contain a legal notice and navigation, be properly displayed on the major browsers, display the respective destination URL when clicking on the advertising space in the address bar and be accessible.

ii) The advertising environments specified may not in particular glorify violence, war propaganda, have erotic, pornographic, seditious, or degrading content or content which is objected to by the German Advertising Council, contain other illegal content or trademarks of unconstitutional organisations or refer to sites with such content via a hyperlink. Furthermore, they may not contain paid mailers, banner farms, IP traffic, dialers, adware or spyware, software file sharing, web hosts or similar, nor display advertising space or advertising content of any of the aforementioned kind which may infer affiliation to ShowHeroes or be interpreted as ShowHeroes' editorial content.

iii) The partner shall not create, have created or request others to create invalid clicks on advertising space or insertions of advertising space, especially not with the aid of an automated program. Inadmissibility is particularly assumed if the clicks or insertions originate in a disproportionate amount from IP addresses of the partner or from computers under the control of the partner, if there is a disproportionately high number of clicks on individual widget positions, if there are unusually high click rates at times when experience has shown only a few clicks are made (in particular late night viewing), if there are unusually high conversion rates of comparatively conversion-weak campaigns or if the website visitor was motivated by payments of money or given false pretences to make clicks or insertions, or was prompted to generate them.



f) ShowHeroes platform

You are not authorised to transfer the account to a third party. You shall ensure that no unauthorised persons use your account. The password must be kept secret. ShowHeroes may send all communications and statements to the e-mail address listed in your client account.







g) Sanctions

i) In instances of violations of the above named points, ShowHeroes has the right to immediately block the respective environment from its ShowHeroes platform and ShowHeroes products and to deliver no more content to it, to not pay the partner for the respective platform and, on suspicion of a violation, to retain the appropriate payment until the issue is resolved and to terminate the contract without notice. In the case of violations of point f (iii) of these T&Cs, we are entitled to pre-designated rights if at least 25% of the total number of clicks are regarded as inadmissible in a billing period (point 4.e p. iii).

ii) This does not apply if the partner is not responsible for the violation. The right to terminate without notice towards a marketing agent exists only if the agent itself committed the violation or if, in cases of violations on the part of providers of advertising environments, the agent does not put a stop to the violation, despite warning from ShowHeroes.

iii) The enforcement of further claims, in particular claims for damages, remains reserved.



h) Upon completion of the contract, the partner shall immediately ensure that all the ShowHeroes PlayViews are deleted on the relevant platforms and that all of ShowHeroes´ programming codes are removed.



9) Payment and settlement of accounts

a) The Payment and settlement of accounts by ShowHeroes

i) Invoicing by Partner is carried out each calendar month based on ShowHeroes´ financial reporting to partner.

ii) In case of credit notes issued by ShowHeroes, the minimum amount for automatic settlement of the payment is €50.

iii) Objections to the financial reporting must be reported in writing to ShowHeroes no later than 7 days after the reporting date. Subsequently, the amount reported shall be deemed approved. If no amicable agreement on the objections can be agreed, ShowHeroes has the right to terminate the contract without notice.

iv) If the contract is terminated, ShowHeroes shall pay outstanding payments within 30 days of the end of the calendar month in which the contract was terminated.



b) The Payment and settlement of accounts by Partner

i) ShowHeroes shall receive a payment for the provision of their products and services.

ii) Invoicing is carried out each calendar month or upon completion of services or milestones/partial performances. Payments to ShowHeroes must be transferred 14 days after the issue of the invoice at the latest.

iii) Objections to the invoiced amount must be reported in writing to ShowHeroes no later than 7 days after the invoicing date. Subsequently, the amount invoiced shall be deemed approved.



10) Auditing

Partner is entitled to review the figures reported by ShowHeroes (itself or by an independent auditor). ShowHeroes will bear the costs of an audit if revenue-share relevant data within the scope of the respective contract deviates by more than 10% from the reported figures. For deviations below 10%, partner shall bear all costs of the audit.



11) ShowHeroes liability

a) Subject to the following exceptions and legal admissibility, ShowHeroes' liability is limited to intent or gross negligence for breaches of contractual obligations and tort.

b) ShowHeroes is liable without restriction for ordinary negligence in the event of injury to life, limb and health.

c) If ShowHeroes turns out to be in default due to slight negligence with the service, if the service becomes impossible or if ShowHeroes violates a contractual obligation, the liability for the resulting property damage and financial loss is limited to foreseeable damages typical of this contract. An essential contractual obligation is an obligation whose fulfilment is essential for the proper execution of the contract, the breach of which jeopardises the achievement of the contractual purpose and on whose compliance the partner may rely. This includes, in particular, the obligation of ShowHeroes to take action and the fulfilment of contractual services owed.

d) In the absence of a guaranteed characteristic, ShowHeroes is liable for any damage arising therefrom.

e) The provisions of the Product Liability Act shall remain unaffected.

f) Damages claims pursuant to point 7.c shall expire one year from the statutory limitation period.

g) The aforementioned restrictions also apply to the legal representatives and vicarious agents of ShowHeroes if claims are directly asserted against them.

h) ShowHeroes is responsible for delivery logistics, but shall however assume no risk with regard to content or technology for the delivered advertising or content. ShowHeroes shall obligate advertisers to comply with legal regulations, but shall not examine this without concrete suspicion in individual cases. If the partner communicates irregularities to ShowHeroes, ShowHeroes will examine the facts and take appropriate action with respect to the advertising content.



12) Data protection and tracking

The partner is forbidden from collecting, processing or using the data and information made known to it via the ShowHeroes platform and ShowHeroes products. This does not apply to the anonymous collection, processing and use to optimise and control its advertising space.



13) ShowHeroes availability

a) ShowHeroes offers the ShowHeroes platform and products, regardless of day of the week or time of day, with a service availability of at least 95%.

b) In the event of planned downtime lasting more than three consecutive hours, ShowHeroes will inform the partners by e-mail.



14) Confidentiality

ShowHeroes and the partner are obligated to treat all information obtained from the other party and which is not publicly known as confidential. This does not apply when disclosure is ordered by the court or competent authority or is required for the judicial enforcement of personal rights against the other party.



15) Offset, retention rights, assignment, contract language, contract text storage

a) It is only possible to offset against counter claims if these are legally established or undisputed. A lien can be claimed only if it is based on the same matter. The rights to which the partner is entitled under the contract are not transferable without the prior written consent of ShowHeroes.

b) The applicable T&Cs are provided on the ShowHeroes platform or by email so that the partner can read, download, and store them locally. However, the T&Cs are not stored at ShowHeroes after the conclusion of the contract with the partners.

c) The contract languages are German and English.



16) Amendments to these General Terms and Conditions

a) ShowHeroes strives to continuously develop and improve the services and products it offers and to adapt these to technical progress in order to be able to offer partners innovative forms of advertising. To meet the resulting new organisational and procedural requirements, to reflect any transformations of the rights and obligations of the parties accordingly and to adapt to the current development of law and legal situation, ShowHeroes may amend less weighty provisions of these T&Cs in a framework reasonable for the partner, provided that this amendment does not lead to a transformation of the contract structure as a whole.

b) The amended provisions shall be sent to the partner via e-mail at least two weeks before they become effective. Should the partner not object to the validity of the new T&Cs within two weeks, the T&Cs shall be deemed accepted. ShowHeroes will separately notify the partner of the importance of this two-week period, of the right of appeal and of the legal consequences of their silence in the e-mail informing the client of the amendment. Should the partner object to the amended conditions within the aforementioned period, the partner and ShowHeroes are entitled to terminate the contract without notice.



17) Final provisions, court of jurisdiction and applicable law

a) All amendments, supplements, and side agreements, in particular information and assurances from employees participating in the contract and third parties engaged by ShowHeroes with regard to these T&Cs and/or separately concluded contracts, require the written form. The requirement for the written form also applies to any amendment or waiver of this requirement for the written form.

b) If a requirement for the written form was agreed in these T&Cs, this shall also be maintained in statements by post, fax, and e-mail.

c) For all claims arising from the business relationship, the place of jurisdiction shall be ShowHeroes' place of business, unless the partner is a merchant, legal entity under public law or special fund under public law. However, ShowHeroes is also entitled to exercise its rights to the general jurisdiction. Only the non-harmonised law of the Federal Republic of Germany applies.

d) In cases of ambiguities and/or contradictions between the T&Cs and a written contract or an official Order Confirmation (ShowHeroes branded and countersigned by ShowHeroes), the written contract or an official Order Confirmation is considered decisive.



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