Conditions of participation affiliate program

1. SCOPE

These terms of participation (hereinafter "TB") apply to the contractual relationship between Wellcosan GmbH, Am Börstig 5, 96052 Bamberg, Germany, and the contracting partners (hereinafter "partners") of the "Venen Engel" affiliate program (hereinafter "partner program").

We provide our services exclusively based on these TB. The partner's own terms and conditions require our express written consent and therefore do not apply even if we do not expressly object to their validity.

The TB are directed only at entrepreneurs within the meaning of § 14 BGB. Consumers are excluded from participating in the partner program.

2. CONCLUSION OF CONTRACT

A contract between us and the partner for the placement of advertising materials is concluded exclusively through our online application process at venenengel.de/affiliate-area/. By registering, the partner submits an offer to participate in the partner program and accepts the TB. A contract is only concluded when we expressly declare acceptance of the offer or release specific advertising materials for the partner.

There is no entitlement to participate in the partner program or to conclude a contract with us. We can reject individual partners at any time without stating reasons.

3. SUBJECT OF THE CONTRACT

The subject of this contract is participation in the partner program, which aims to increase the sales of our products through our website. Participation in the partner program is free of charge for the partner. For this purpose, we provide the partner with a selection of advertising materials at our discretion through the partner program. We may offer various programs simultaneously (hereinafter "campaigns").

The partner independently places the advertising materials approved for them on their websites registered and approved in the partner program (hereinafter "partner website") or elsewhere. The partner is free to decide whether and for how long they place the advertising materials on the partner website. They are entitled to remove the advertising materials at any time.

For the promotion and successful mediation of transactions (e.g., orders), the partner receives a mediation commission, which depends on the scope and real value of the service. The details are outlined in the description of the respective campaign in the partner program and section 7 of these TB.

(4) The partner program does not establish any contractual relationship between the parties beyond this contract.

4. FUNCTIONALITY OF THE PARTNER PROGRAM

(1) The partner must register for the partner program with the data requested during registration. After registration, a customer account will be set up for the partner, through which the partner can manage their partner activities.

(2) For approved campaigns, we provide the partner with a specific HTML code for links and other advertising materials, as well as, if needed, a discount coupon that can only be used on our website, with which users of the partner websites can be identified when they click on the link or use the discount coupon during an order. The partner must integrate this HTML code into their website to enable tracking.

(3) Through the customer account, the partner also gains access to certain statistical data about the advertising materials they have used, as determined by us.

5. OUR OBLIGATIONS

(1) We provide the partner with a selection of advertising materials (e.g., advertising banners, text links, videos, images, brochures) (hereinafter: "advertising materials") for individual campaigns at our own discretion.

(2) We ensure appropriate tracking of visitors who reach our website via the advertising materials integrated by the partner into their website (hereinafter "partner leads"). We also ensure the assignment of any orders by partner leads (hereinafter "sales") to the partner.

(3) We operate our website and the services offered on it, such as the provision of product data, within the technical possibilities available to us at our own discretion. We do not owe error-free and/or uninterrupted availability of the website within this framework. The quality and accuracy of the products and advertising materials offered on our website are at our sole discretion.

(4) We also commit to paying the remuneration according to section 7 under the conditions specified there.

6. RIGHTS AND OBLIGATIONS OF THE PARTNER

(1) The partner may only integrate the advertising materials into the partner websites. The partner is expressly prohibited from making changes to the advertising materials. The advertising materials may only be used for the purposes specified in this contract on the partner websites.

(2) The partner is responsible for the content and ongoing operation of the partner website and will not place any content there during the term of this contract that violates applicable law, good morals, or the rights of third parties and/or is likely to damage our reputation. We are entitled, but not obliged, to review the partner websites. The partner is particularly prohibited from disseminating content that • involves racism, • glorification of violence and extremism of any kind, • calls for and incitement to criminal acts and/or violations of the law, threats against life, limb, or property, • agitation against individuals or companies, • statements violating personal rights, defamation, insult, and slander of users and third parties as well as violations of competition law, • copyright-infringing content or other violations of intellectual property rights, or • sexual harassment of users and third parties. Such content may neither be integrated on the partner website itself nor may the partner website link to corresponding content on other websites.

(3) Any form of abuse, i.e., generating leads and/or sales through unfair methods or impermissible means that violate applicable law and/or these TB, is prohibited. The partner is particularly prohibited from attempting, either themselves or through third parties, to generate leads and/or sales or to ensure the allocation of sales to the partner using one or more of the following practices:

• Faking leads or sales that have not actually occurred, e.g., by unauthorized provision of third-party or false or non-existent data when ordering goods on our website,
• The use of advertising forms that allow tracking but do not display the advertising medium, or display it in a way that is not perceptible or not in the specified form and/or size,
• Cookie dropping: Cookies may not be set upon visiting the website, but only when the user has voluntarily and consciously clicked on the advertising medium on the partner website beforehand,
• other forms of affiliate fraud (especially cookie spamming, forced clicks, affiliate hopping) as well as the use of layers, add-ons, iFrames, and postview technology to increase leads/sales,
• The use of terms legally protected for us or third parties, especially trademarked terms, in search engines, in ad placements, or in the promotion of the partner website without our express prior written consent.

The partner is particularly prohibited from maintaining websites on the internet that could lead to confusion with us or the products we offer. The partner must not, in particular, copy our website, landing pages, or other appearances, or adopt graphics, texts, or other content from us. The partner must avoid giving the impression that the partner website is a project of ours or that its operator is economically connected to us in a way that goes beyond the partner program and this contract. Any use of materials or content from our appearance, as well as our logos or brands by the partner, requires our prior written approval.

The partner commits to operating the partner website in compliance with applicable law and, in particular, to maintain a proper legal notice.

Email advertising containing advertising materials or otherwise promoting us may only be carried out if it has been previously approved by us and if all recipients have given explicit consent to receive advertising via email, and if a verification of the email address has been conducted and documented through a double opt-in procedure.

The partner will promptly remove advertising materials from the partner website if requested by us. This also applies, in particular, to websites where we no longer wish the advertising materials to be embedded for any reason.

The partner will refrain from making any reference to us and our products when promoting the partner website. In particular, the partner will not place context-based advertisements (especially Google AdWords or AdSense) that contain our name, company keywords, or brands, or are delivered due to the use of corresponding keywords. The same applies to the names of our products.

The partner commits to refraining from any kind of electronic attacks on our tracking system and/or our websites. Electronic attacks particularly include attempts to overcome, bypass, or otherwise disable the security mechanisms of the tracking system, the use of computer programs for automatic data reading, the application and/or distribution of viruses, worms, trojans, brute-force attacks, spam, or the use of other links, programs, or procedures that could harm the tracking system, the partner program, or individual participants of the partner program.

(9) Advertising via third-party websites or trading platforms (e.g., Amazon, Ebay, etc.) is strictly prohibited.

(10) Publishing and promoting affiliate discount vouchers without an expiration date on websites, Facebook profiles, etc. is strictly prohibited.

7. REMUNERATION

(1) The contracting partner receives performance-based remuneration from us for sales conducted on our website through partner leads.

(2) The claim for payment of the remuneration arises only under the following conditions: • a sale by an end customer with us has been achieved through the partner's advertising activity, • the sale has been recorded ("tracked") by us, • the sale has been approved and confirmed by us, and • there is no abuse in the sense of section 6.3 of these terms and conditions.

(3) A sale is considered a fully completed order generated by an end customer on our website, which has also been paid for by the end customer. Reversals – regardless of the reason – are not considered a sale if the end customer has not paid or if payments made by them are refunded.

(4) Orders from the partner or their relatives are not subject to remuneration.

(5) Orders that result from partner leads generated via partner websites or other advertising spaces, where we have requested the partner to remove the advertising materials, are not subject to remuneration. This applies from the time of the request.

(6) The decisive factor for determining whether a sale is based on a partner lead is the tracking system we use. Unless otherwise specified in the partner program or in individual campaigns, the "Last Cookie Wins" principle applies with a cookie duration of 30 days. We are not obliged to make payments if and to the extent that the tracking system fails or causes any other malfunction that makes it impossible or only possible with considerable effort to assign leads or sales to individual partners.

(7) The amount of the remuneration is determined by the commission specified in the respective campaign at the time of the sale. If nothing is specified, a commission of 10% of the net price of the respective sale applies.

(8) All stated commissions are understood as net fees and will be paid out plus VAT.

8. BILLING

(1) We will provide the partner with a statement of compensation claims in their customer account. The partner will promptly review the statement. If the partner has objections to a statement, these must be asserted to us in writing within four weeks. After this period, the statement is considered correct.

(2) Compensation claims become due for payment one month after the end of the month in which the customer's payment for the relevant sale is received. Compensation claims are only due if a minimum payout amount of 25 euros is reached. The partner has the right to request smaller amounts against reimbursement of a flat processing fee of 5 euros. The fee is deducted from the amount to be paid out.

(3) The payment is made by bank transfer with debt-discharging effect to the bank account stored by the partner in the customer account or to the PayPal account stored by the partner in the customer account. Any transaction fees (e.g., for foreign bank accounts) are borne by the partner.

9. LIABILITY

(1) Unlimited liability: We are fully liable for intent and gross negligence as well as in accordance with the Product Liability Act. For slight negligence, we are liable for damages resulting from injury to life, body, and health of persons.

(2) Otherwise, the following limited liability applies: In the case of slight negligence, we are only liable for the violation of an essential contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the partner may regularly rely (cardinal obligation). Liability for slight negligence is limited in amount to the foreseeable damages typical for the contract at the time of conclusion.

(3) There is no further liability on our part.

(4) The above limitation of liability also applies to the personal liability of our employees, representatives, and bodies.

10. INDEMNIFICATION CLAIM/CONTRACTUAL PENALTY

(1) The partner indemnifies us and our employees or agents in the event of claims due to alleged or actual legal violations and/or infringements of third-party rights by actions taken by the partner in connection with the partner program. Furthermore, the partner undertakes to reimburse all costs incurred by us due to such claims by third parties. Reimbursable costs also include the costs of an appropriate legal defense.

The partner undertakes to pay a contractual penalty for each case of abuse according to clause 6.3, which will be determined by us at our reasonable discretion and reviewed by a court in case of dispute. The contractual penalty will not exceed twelve times the partner's highest monthly turnover within the last six months before the abuse. Further claims for damages remain unaffected by this regulation.

11. RIGHTS OF USE

The advertising materials and our other content are protected by copyright and/or other industrial property rights. We grant the partner a simple and non-exclusive right to use the advertising materials for the duration and purpose of this contract.

Any alteration, reproduction, distribution, or public presentation of the advertising materials or a substantial part in terms of type and scope requires our prior written consent, insofar as it exceeds the scope granted in the preceding paragraph 1.

12. CONFIDENTIALITY

The partner undertakes to keep all knowledge of our trade and business secrets or other confidential information obtained within the framework of the contractual relationship secret for an unlimited period (even beyond the end of this contract), to use it only for the purposes of the contract, and in particular not to pass it on to third parties or otherwise exploit it. If information is designated by us as confidential, there is an irrefutable presumption that it is trade or business secrets.

The content of this contract and the associated documents must be treated confidentially by the partner (as trade and business secrets).

The partner must obligate their employees and other persons they use to fulfill their contractual obligations to confidentiality in a manner corresponding to the preceding paragraphs 1 and 2.

13. DURATION AND TERMINATION OF THE CONTRACT, SUSPENSION

The contract is for an indefinite period and can be terminated by either party at any time without notice and without stating reasons.

In addition, the right of the parties to terminate the contractual relationship for good cause by extraordinary termination remains unaffected. For us, a good cause that entitles to extraordinary termination exists particularly in the following cases: • serious breach of the partner's obligations under this contract, especially a breach of clauses 6.2, 6.4, and/or 6.8, • breach of obligations under this contract and failure to remedy or cease the breach despite our corresponding request, • a case of abuse as per clause 6.3.

(3) Termination can be made via email. A termination declared by us via email is considered received on the day it is sent to the email address provided by the partner in the customer account. We can also declare termination by restricting access to the customer account. The partner can also declare termination by deleting the customer account. The contract ends upon receipt of the termination.

(4) After the termination of the contract, the partner is obliged to immediately remove all advertising materials and other links and content from us from the partner's website. This also applies to websites or other advertising media where the partner has integrated the advertising materials or links without being authorized to do so.

(5) Leads and/or sales generated after the termination of the contract do not result in a payment obligation.

(6) Instead of termination, we may also block the customer account in the cases of section 13.2. This also applies if there is merely a justified suspicion of misuse according to section 6.3. We will inform the partner of the reason for the block and lift the block once the reasons that led to it have been clarified and, if necessary, eliminated. Leads generated during the block period do not result in a payment obligation.

14. FINAL PROVISIONS

(1) Should the contract contain invalid provisions, the validity of the rest of the contract remains unaffected.

(2) We reserve the right to adjust these terms and conditions at any time. Any changes will be communicated to the partner via email. If the partner does not agree with the changes, they are entitled to inform us of this within four weeks of receiving the change notification. In this case, we have a special right of termination. If such notification is not made within this period, the changes are considered accepted and take effect at the end of the period.

(3) This contract is subject exclusively to German law.

(4) If the partner is a merchant, a legal entity under public law, or a special fund under public law, our registered office is agreed as the place of jurisdiction for all disputes arising from or in connection with contracts between us and the partner.