Gameforge UK

Gameforge UK

Terms and Conditions

Gameforge 4D GmbH | Terms and Conditions for performance based online marketing campaigns

(“Marketing T&C”)

 

Definitions section (in alphabetical order)

 

 
“Advertising Materials” shall mean material(s) provided by Gameforge to the Partner, including, without limitation, graphics and banners.Operational costs may vary depending on the respective Game and shall be set forth in the Insertion Order. For the avoidance of doubt, only amounts actually received by Gameforge count as gross revenue.
“Affiliate Tool” shall mean an online accessible tool displaying Campaign statistics and monthly reports to determine the Remuneration.“New User” shall mean a User who has completed a Registration with Gameforge and who has not previously been registered with the Game being subject to the respective Campaign.
“Agreement” shall mean the binding contract concluded between Gameforge and the Partner on the implementation and execution of a Campaign and consisting solely of an Insertion Order and the Marketing T&C.“Partner´s Network” shall mean websites and portals operated by Partner and/or third parties having a business relationship with Partner.
“Bundle(s)” shall mean Games, parts, add-ons or extensions of Games or combinations thereof.“Quality Threshold Fulfilment” shall have the meaning as defined under Sec. 2 c) (1) (ii).
“Campaign” shall mean an online advertising campaign for one or more Games with the spread of Advertising Materials where it is possible to measure Users´ actions resulting thereof.“Registration” shall mean the deliberate performance of the registration process by a User as determined by Gameforge on a Registration Page to create an account with Gameforge. A registration by a New User shall be assigned to the partner responsible for the most recent referral.
“Event” shall mean the fulfillment of an achievement by the User as defined in the Insertion Order.“Registration Page” shall mean a website operated by Gameforge providing the possibility to Users to register and create an account with Gameforge.
“Game(s)” shall mean online computer games published by Gameforge or portals operated by Gameforge, as particularly specified in an Insertion Order. “Remuneration” shall be the consideration to be paid by Gameforge to Partner as defined below under Sec. 2, depending on the agreed Campaign type.
“Gameforge” shall mean Gameforge 4D GmbH, Albert-Nestler-Str. 8, 76131 Karlsruhe, Germany. “Target KPIs” shall mean certain key performance indicators, e.g. one day return rate, revenue after 7 days divided through costs, etc.
“Insertion Order” shall mean the part of each Agreement setting forth the individual details of a Campaign to be carried out by the Partner. Insertion Orders may leave open certain Campaign details which may be specified by the Parties by e-mail, which shall form an integral part of the respective Insertion Order. “User” shall be a natural person who deliberately performs an action (e.g. clicking on Advertising Materials) directly in connection with a Campaign and who, as result thereof, is directed to a Registration Page.
“Net Revenue(s)” shall be gross revenue payments made by New Users to Gameforge, less (a) all applicable taxes Gameforge is required to collect, withhold or pay with respect to such gross revenue, including but not limited to VAT and except taxes on Gameforge´s income, (b) payment provider costs (such as commission fees, charge-backs, returns), (c) channel provider costs, if applicable (e.g. Steam, Origin, etc.), (d) any losses or returns due to fraud or otherwise due to mandatory law attributable to gross revenue and (e) less operational costs. 


 

 

  1. Sec. 1 - Scope of the Marketing T&C

 

  1. a) Subject to the Campaign details and provisions set forth in an individual Insertion Order, the Marketing T&C are an integral part of all Agreements concluded between Gameforge and the marketing partner who is commissioned to carry out the Campaign (“Partner”), (Gameforge and Partner hereinafter collectively referred to as “Parties” and individually as a “Party”).

 

  1. b) In case of conflicts, the provisions agreed upon in the respective Insertion Oder shall prevail over the Marketing T&C. Deviating, contrary or supplementary terms and conditions of the Partner shall not form part of the Agreement, even where this is not expressly contested by Gameforge. The Marketing T&C shall also apply for all future business relationships even if they are not expressly agreed in each individual case.

 

  1. Sec 2 - Campaigns types

 

  1. a) Basic description
  2.  
  3. The Campaigns seek to gain New Users for Games by spreading Advertising Materials through Partner´s Network subject to a specific Game/Territory combination set forth in an individual Insertion Order. Possible New Users may be linked to a registration page hosted by Gameforge and sign up for the respective Game. The following provisions under this Sec. 2 apply to the respective Campaign types agreed upon in each Insertion Order.
  4.  
  5. b) Revenue Share based Campaigns
    1.  
    2. (1) Remuneration
    3.  
  6. (i)The Remuneration is revenue share based and depends on the spendings of the respective New Users within their accounts that have been subject to the Registration. The amount of remuneration is expressed by a percentage of Net Revenues gained from payments made by New Users. Such percentage shall be agreed upon in the respective Insertion Oder.

(ii)The Remuneration entitlement is basically limited in time. Unless otherwise agreed upon in the Insertion Order, the Partner is entitled to receive Remuneration for a period of twelve months upon completion of the Registration by the respective New User. 

  1. (iii)Notwithstanding anything in the Agreement to the contrary, Gameforge may, subject to its sole discretion, discontinue the operation of Games for whatever reason. Thus Partner´s entitlement to Remuneration may lapse before the expiration of the abovementioned twelve months period or any other period agreed upon in the Insertion Order.
  2.  
  3. (iv)Gameforge shall provide Partner with access to the Affiliate Tool. Partner shall provide Gameforge with a proper monthly invoice based on the data provided by the Affiliate Tool. The Invoice shall contain the Insertion Order date, Game(s), Territory, the underlying calculation basis and the bank details of the Partner.
  4.  
    1. (2)Tracking link implementation, assignment to Advertising Materials

(i)The Partner will be provided with a tracking link which enables Gameforge to assign the registration by a New User with Gameforge to the respective Campaign or Partner. The Partner shall technically assign this link to the Advertising Materials. This link must not be altered by the Partner.

(ii)The Partner shall immediately inform Gameforge in text form if the Partner stops or interrupts a Campaign for more than 14 (fourteen) consecutive days.

  1.  
  2. c) CPA Campaigns

(1)Remuneration

(i)Subject to the Quality Threshold Fulfilment (see below (ii)), Partner shall be entitled to a certain amount of Remuneration to be paid out periodically by Gameforge, provided that the amount shall be the sum of payments for actions by Users specified in the respective Insertion Order by one of the following abbreviations:

 

“Cost per Action” (CPA) / “Cost per Lead” (CPL) / “Cost per Event” (CPE): Partner is entitled to remuneration for each click generating a redirection to a Game via a Partner Link, provided that an action determined in the Insertion Order (e.g. single opt-in Registration or the occurrence of an Event) is completed thereafter.

 

  1. (ii)The Partner shall only be entitled to Remuneration if the respective Campaign results meet or exceed the numbers specified in the respective Insertion Order, which express the minimum quality requirements of delivered traffic and/or registrations (“Quality Threshold Fulfilment”). Gameforge shall therefore provide the Partner with access to the CPA Tool to support Partner´s Campaign performance optimization measures. Actions by Users made outside the Territory specified in the respective Insertion Oder will not be remunerated. Traffic resulting from fraudulent actions shall in no event be subject to remuneration. 

(iii)Partner shall not be entitled to remuneration exceeding the Budget specified in the Insertion Order or in a specifying e-mail, unless expressly confirmed by Gameforge in text form.

(iv)The Partner shall provide Gameforge with a proper monthly invoice based on the data delivered by Gameforge. The Invoice shall contain the Insertion Order date, Game(s), Territory, the underlying calculation basis and the bank details of the Partner.

 

  1. (2)Tracking link and tracking pixel implementation, assignment to Advertising Materials

(i)The Partner will be provided with a tracking link which enables Gameforge to assign the Registration by a New User to the respective Campaign or Partner. The Partner shall technically assign this link to the Advertising Materials. This link must not be altered by the Partner, with the exception that Partner shall add to such tracking links sub-ID codes designated by Partner to enable Gameforge to distinguish between the different advertisers within Partner´s Network. Gameforge may use such sub-ID codes for analysis and optimization purposes.

  1. (ii)The Partner shall provide Gameforge with a tracking pixel to be implemented by Gameforge in order to be able to count Users´ actions for purposes set forth under the Agreement. 
  2.  
  3. (3)Gameforge may define Target KPIs in an Insertion Order or in a specifying e-mail. Partner shall undertake reasonable efforts to meet the Target KPIs by Campaign optimization measures.

(4)Partner shall abstain from search brand advertising (in particular, but not limited to, Google Ads, Bing Ads), incentivized traffic, pop-up and pop-under traffic.

 

  1. d) Mixed Deal Campaigns

 

The provisions set forth above under b) shall apply to Mixed Deal Campaigns with the following additional provisions:

 

  1. (1)In addition to the revenue share based Remuneration (see above, b) (1)) Partner shall receive Remuneration on a CPA basis – as defined above under c) (1) (i) – whereby the required action by a New User shall be a double opt-in registration, unless otherwise agreed upon in the respective Insertion Order.

(2)In addition to the Remuneration set forth above under (1), Partner shall receive a Remuneration on a CPPU basis to be specified in the respective Insertion Order.

 

“CPPU” (Cost per paying User) shall mean the occurrence of a first purchase of digital goods offered by Gameforge by a New User having performed a double opt-in as a result of the respective Campaign.

 

  1. e) CPO-Campaigns

 

  1. (1)Remuneration
  2. (i)Partner is entitled to remuneration for each purchase of a Bundle in the amount agreed upon in the IO. Purchases being unpaid or repaid due to fraud or otherwise due to mandatory law or possible refund policies shall not be subject to such remuneration.
  3.  
  4. (ii)Gameforge shall provide Partner with access to the Affiliate Tool. The Partner shall provide Gameforge with a proper monthly invoice based on the data delivered by Gameforge. The Invoice shall contain the Insertion Order date, Bundle(s), Territory, the underlying calculation basis and the bank details of the Partner. The invoice shall refer to a period ending at least fourteen (14) days prior to the issuance date in order to reflect a possible refund period.
  5.  
  6. (iii)Remuneration paid by Gameforge to Partner which is attributable to later chargebacks, refunds, repayments of purchase prices for Bundles (for whatever reason) shall be reimbursed by way of deduction from the then current invoice amount or – if there is not amount to be invoiced by Partner – by repayment of the respective Remuneration amount.

 

  1. (2)Tracking link and tracking pixel implementation, assignment to Advertising Materials

(i)The Partner will be provided with a tracking link which enables Gameforge to assign the purchase of a Bundle to the respective Campaign or Partner. The Partner shall technically assign this link to the Advertising Materials. This link must not be altered by the Partner, with the exception that Partner shall add to such tracking links sub-ID codes designated by Partner to enable Gameforge to distinguish between the different advertisers within Partner´s Network. Gameforge may use such sub-ID codes for analysis and optimization purposes.

  1. (ii)The Partner shall immediately inform Gameforge in text form if the Partner stops or interrupts a Campaign for more than 14 (fourteen) consecutive days.

 

 

  1. Sec. 3 - General obligations of the Partner

 

  1. a)The Partner shall abstain from all measures and actions which may cause Users´ actions (including, without limitation, clicking links assigned to Advertising Materials, registering with Gameforge) based on misleading, deception or compulsion. The Partner shall abstain from paying Users a compensation for users´ actions in the aforementioned sense and from using technical measures leading to automated actions. Users´ actions in the sense of the Agreement need to be deliberately carried out by natural persons.

 

  1. b)The Partner shall omit positioning Advertising Materials on portals and websites with copyright or trademark infringing, racist, pornographic, violence glorifying, seditious or other offensive content. The Partner is obliged to impose this obligation on third parties deployed by the Partner. The Partner shall indemnify Gameforge against any and all third party claims arising from or in connection with the Partner's breach of this Contract and assist Gameforge in defending against such claims.

 

  1. c)The Partner is not authorized to edit the provided Advertising Material without prior written approval of Gameforge in text form. This shall not apply to changing the size or format of the Advertising Materials, provided such modifications are necessary to comply with the Partner´s obligations as set forth in the Agreement. Partner is obliged to retain any copyright notices the Advertising Materials may contain.

 

  1. d)The Partner guarantees that the technical implementation of the Advertising Materials and the realization of the Campaign comply with applicable laws. The Partner shall remove or replace the Advertising Materials upon Gameforge´s request (to be made in text form) without undue delay. The Partner shall abstain from the promotion of Games outside the Territory set forth in the Insertion Order.

 

  1. e)With regard to e-mail circulars in particular, the Partner shall observe applicable law concerning supplier identification and data protection and shall not give the impression that Gameforge is the supplier of the circular. The Partner shall have the right to indicate Gameforge as a provider of Games in the text of the e-mails.

 

 

  1. Sec.4 - General obligations of Gameforge

 

  1. a)Gameforge will ensure to obtain all rights in Advertising Materials required to enter into the Agreement and grants the rights to use the Advertising Materials to the Partner free of charge to the extent required to carry out Partner´s obligations under the Agreement. 

 

  1. b)Gameforge shall pay by wire transfer the invoice amount which shall be due after 20 working days (Monday to Friday except public holidays in the city of Karlsruhe/Germany) upon receipt of the invoice. If the invoice amount for one month or cumulatively for several months is less than EUR 100.00, Remunerations shall be accumulated and paid to the Partner on the due date of the invoice, the amount of which, together with the outstanding amounts, exceeds EUR 100.00. However, such deferment shall not exceed 6 (six) consecutive calendar months.

 

 

  1. Sec. 5 - General obligations of both Parties

 

Each Party shall retain in confidence all Campaign details set forth in the Insertion Order which are not obvious to third parties. This shall not apply to communications to affiliated companies within the meaning of sec. 15 ff. German Stock Corporation Act, to third parties sworn to professional secrecy and to public authorities. These obligations shall survive the termination of the Agreement.

 

 

  1. Sec. 6 - Term and termination

 

  1. a)The Agreement shall become effective upon acceptance of an Insertion Order by the Partner which may occur through implied behavior. The Agreement shall remain effective until the lapse of Partner´s Remuneration entitlement.

 

  1. b)Gameforge may subject to its sole discretion demand discontinuation of each Campaign in whole or in part. Partner shall technically carry out such discontinuation within 24 hours upon receipt of Gameforge´s respective notice, unless otherwise agreed by the Parties in text form. The Partner´s Remuneration entitlement arising from the Campaign until the time of discontinuation shall remain unaffected.

 

  1. c)The right of each Party to terminate the Agreement for cause remains unaffected.

 

 

  1. Sec. 7 - Text form requirement, Jurisdiction, Severability Clause

 

  1. a)Amendments to this Agreement, supplements and ancillary agreements must be made in text form. This also applies to any amendment to this clause regarding the need for text form.

 

  1. b)Karlsruhe, Germany, shall be the venue for jurisdiction. The law of the Federal Republic of Germany shall apply, with the exception of the referral rules of international private law and to the exclusion of UN sales law.

 

  1. c)If one or more provisions of this Agreement are or are deemed to be invalid or unenforceable, the validity of the other provisions of this Agreement shall not be affected thereby. In such case, the invalid or unenforceable provision shall automatically be replaced by such other valid and enforceable provision coming as close as possible to the economic intent of the Parties. The same shall apply if this Agreement contains any unintended gaps.