Terms and Conditions for the Partner Program (Mainteny)

1. Scope of Application

(1) These terms and conditions (hereinafter "Terms") apply to the contractual relationship between Mainteny GmbH, Rheinsberger Str. 76/77 10115 Berlin ("Mainteny" or "we") and the contracting partners (hereinafter "Partner") of the Mainteny Partner Program (hereinafter "Partner Program").

(2) We provide our services exclusively on the basis of these Terms. The Partner's own terms and conditions require our explicit written consent and do not apply even if we do not expressly object to their validity.

2. Conclusion of Contract

(1) A contract between us and the Partner regarding the promotion of potential Mainteny customers is exclusively concluded through our online application process at https://mainteny.com/terms-of-referral-program or via email/phone. By registering, the Partner makes an offer to participate in the Partner Program and accepts these Terms. A contract is only concluded when we expressly accept the offer or release specific promotional materials for the Partner.

(2) There is no entitlement to participate in the Partner Program and conclude a contract with us. We reserve the right to reject individual Partners at any time without giving reasons.

3. Subject Matter of the Contract

(1) The subject of this contract is participation in the Partner Program, aimed at increasing the sales of our product offerings. Participation in the Partner Program is free for the Partner. For this purpose, we provide the Partner with an individual referral link and, at our discretion, a selection of promotional materials through the Partner Program. We may offer different campaigns simultaneously (hereinafter "Campaigns").

(2) The Partner uses the individual referral link responsibly to promote our product offerings.

(3) The Partner places the approved promotional materials on their websites (hereinafter "Partner Website") at their own discretion. The Partner is free to decide whether and for how long to place the promotional materials on the Partner Website. They are entitled to remove the promotional materials at any time.

(4) For the promotion and successful mediation of contract conclusions, the Partner receives referral commissions, which are fixed in value. Details are specified in the description of each Campaign in the Partner Program and Section 7 of these Terms.

(5) The Partner Program does not establish any other contractual relationship between the parties beyond this contract.

4. Functioning of the Partner Program

(1) The Partner must register for the Partner Program with the data requested during registration. After registration and data verification, a customer account is set up for the Partner, through which they can manage their Partner activities.

(2) For approved Campaigns, we provide the Partner with a specific HTML code in the form of an individual referral link and other promotional materials, allowing the identification of users when they click on the link. The Partner must use this specific HTML code to enable tracking. Recommendation via email may also be possible.

5. Our Obligations

(1) We provide the Partner, at our discretion, with a selection of promotional materials (e.g., banners, text links, videos, and images) (hereinafter: "Promotional Materials") for individual Campaigns.

(2) We ensure proper tracking of visitors who reach our website/landing page through the links communicated by the Partner or the promotional materials integrated into their website (hereinafter "Partner Leads"). We also ensure the attribution of contract conclusions through Partner Leads (hereinafter "Conclusion").

(4) We operate our website and the services offered, such as providing product data, within the technical possibilities available to us at our discretion. Within this framework, we do not guarantee error-free and/or uninterrupted availability of the website. The quality and correctness of the products and promotional materials offered on our website are at our sole discretion.

(5) Furthermore, we undertake to pay the compensation according to Section 7 under the conditions specified therein.

6. Rights and Obligations of the Partner

(1) The Partner may integrate the promotional materials into the Partner Websites or distribute them through other communication channels. The Partner is expressly prohibited from making changes to the promotional materials. The promotional materials may only be used for the purposes specified in this contract on the Partner Websites or through social media channels.

(2) The Partner is responsible for the content and ongoing operation of the Partner Website and will not place any content during the term of this contract that violates applicable law, good morals, or the rights of third parties and/or is likely to harm our reputation. We are entitled, but not obligated, to review the Partner Websites. The Partner is specifically prohibited from disseminating content that involves:

• Racism,
• Glorification of violence and extremism of any kind,
• Calls and incitement to criminal offenses and/or legal violations, threats against life, body, or property,
• Defamation, libel, insult, and slander of users and third parties, as well as violations of fair competition law,
• Copyright-infringing content or other violations of intellectual property rights, or
• Sexual harassment of users and third parties. Such content must not be integrated on the Partner Website itself, nor may the Partner Website link to such content on other websites.

(3) Any form of abuse, i.e., generating leads and/or sales through unfair methods or prohibited means that violate applicable law and/or these Terms, is prohibited. In particular, the Partner is expressly prohibited, either personally or through third parties, from attempting to generate leads and/or sales or ensure the attribution of conclusions through one or more of the following practices:

• Pretending leads or sales that have not actually occurred, e.g., by providing unauthorized information or providing false or non-existent data when ordering goods on our website,
• Using advertising formats that allow tracking but do not display the promotional material, are not perceptible, or do not conform to the specified form and/or size,
• Cookie dropping: Cookies must not be set when visiting the website, but only when the user of the Partner Website has voluntarily and consciously clicked on the promotional material,
• Other forms of affiliate fraud (especially cookie spamming, forced clicks, affiliate hopping) and the use of layers, add-ons, iFrames, and post-view technology to increase leads,
• Use of legally protected terms, especially trademarks, belonging to us or third parties, in search engines, in ad placements, or in the promotion of the Partner Website without our explicit prior written consent. The Partner is expressly prohibited from maintaining websites on the Internet that may lead to confusion with us or products offered by us. The Partner must not copy our website, landing pages, or other appearances or adopt graphics, texts, or other content from us. The Partner must avoid creating the impression that the Partner Website is a project of ours or that its operator is economically connected to us beyond the Partner Program and this contract. Any use of materials or content from our appearance, as well as our logos or trademarks by the Partner, requires our prior written approval.

(4) The Partner undertakes to operate the Partner Website in compliance with applicable law and, in particular, to maintain a proper imprint.

(5) Email advertising containing promotional materials or otherwise promoting us may only be carried out if approved by us, and explicit consent for email advertising has been obtained from all recipients, verified through a double opt-in procedure.

(6) The Partner will promptly remove promotional materials from the Partner Website when requested by us. This also applies, in particular, to websites where we no longer wish to have the promotional materials integrated for any reason.

(7) In the event of promoting the Partner Website, the Partner will refrain from any reference to us and our products. In particular, the Partner will not place context-based advertisements (especially Google AdWords or AdSense) containing our name, company keywords, or trademarks, or delivered due to the use of corresponding keywords. The same applies to the names of our products.

(8) The Partner undertakes to refrain from electronic attacks of any kind on our tracking system and/or our websites. Electronic attacks include, in particular, attempts to overcome, bypass, or otherwise disable the security mechanisms of the tracking system, the use of computer programs for automatic data retrieval, the application and/or dissemination of viruses, worms, trojans, brute-force attacks, spam, or the use of other links, programs, or methods that could harm the tracking system, the Partner Program, or individual participants in the Partner Program.

7. Compensation

(1) The contractual partner receives from us a success-dependent compensation for contract conclusions of Partner Leads.

(2) The right to payment of compensation arises only under the following conditions:

• A contract conclusion of an end customer with us has occurred due to the Partner's advertising activities,
• The contract conclusion has been approved and confirmed by us, and
• There is no abuse as defined in Section 6.3 of these Terms.

(3) A contract conclusion is deemed to have occurred when a Partner Lead has entered into a paid business contract with us, with a minimum contract term of 12 months, and the customer's first payment has been received by us.

(4) Contract conclusions of the Partner or their relatives are not subject to compensation.

(5) Contract conclusions resulting from Partner Leads generated via Partner Websites or other advertising spaces for which we have requested the removal of promotional materials are not subject to compensation. This applies from the date of the request.

(7) The amount of compensation is based on the provision specified in the respective Campaign at the time of the contract conclusion. If nothing is specified, a commission of €750,00 applies to each contract conclusion of a Partner Lead.

(8) All specified commissions are gross compensation and are paid including value-added tax.

(9) The Partner generally bears their own costs.

8. Billing

(1) Compensation claims become due for payment two months after the end of the month in which the customer's payment for the relevant contract conclusion is received.

(2) Payment for private individuals is made via PayPal. Commercial partners can invoice for the referral service.

9. Liability

(1) Unlimited liability: We are liable in accordance with the Product Liability Act.

(2) Otherwise, the following limited liability applies: In the case of slight negligence, we are only liable in the event of a breach of a material contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the Partner regularly relies (cardinal obligation). Liability for slight negligence is limited to the amount of damages that were foreseeable at the time of the conclusion of the contract and typically must be reckoned with.

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

10. Indemnification Claim/Penalty

(1) In the event of a claim for alleged or actual infringement and/or violation of the rights of third parties resulting from actions taken by the Partner in connection with the Partner Program, the Partner releases us and our employees or agents from all resulting claims by third parties. 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 appropriate legal defense.

(2) The Partner agrees to pay a penalty, to be determined at our reasonable discretion and subject to court review in case of dispute, for each case of abuse as per Section 6.3. The penalty will not exceed twelve times the Partner's highest monthly turnover within the last six months prior to the abuse. Further claims for damages are not affected by this provision.

11. Usage Rights

(1) The promotional materials and our other content are protected by copyright and/or other industrial property rights. For the duration and purpose of this contract, we grant the Partner a simple and non-exclusive right to use the promotional materials.

(2) Any alteration, reproduction, distribution, or public reproduction of the promotional materials or a significant part thereof beyond the scope granted in the preceding paragraph 1 requires our prior written consent.

12. Confidentiality

(1) The Partner undertakes to keep all knowledge gained about our business and trade secrets or other confidential information obtained during the term of the contractual relationship secret indefinitely (even beyond the end of this contract), to use it only for the purposes of the contract, and not to disclose or otherwise exploit it to third parties. If information is designated by us as confidential, there is an irrefutable presumption that it constitutes business or trade secrets.

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

(3) The Partner must obligate their employees and other persons used to fulfill their contractual obligations to confidentiality in a manner corresponding to the preceding paragraphs 1 and 2.

13. Term of the Contract and Termination of the Contract, Suspension

(1) The contract runs indefinitely and can be terminated by both parties at any time without notice and without giving reasons.

(2) In addition, the right of the parties to terminate the contractual relationship for good cause remains unaffected. A significant reason entitling us to terminate the contract without notice includes, in particular, the following cases:

• Serious breach of the Partner's obligations under this contract, especially a violation of Sections 6.2, 6.4, and/or 6.8,
• Violation of obligations under this contract and failure to remedy or cease the violation despite our corresponding request,
• A case of abuse as per Section 6.3.

(3) Termination can be done by email. A termination declared by us by email is considered received on the day it is sent to the email address specified by the Partner in the customer account. We can also declare termination by restricting access to the customer account. The Partner can terminate the contract by deleting the customer account. The contract is terminated upon receipt of the termination.

(4) After termination of the contract, the Partner is obliged to immediately remove all promotional materials and other links and content from us from the Partner Website and delete them from other storage media. This also applies to websites or other advertising media where the Partner has integrated promotional materials or links without authorization.

(5) Leads and/or contract conclusions generated after termination do not result in an obligation to pay compensation.

(6) Instead of termination, we can also block the customer account in cases of Section 13.2. This also applies if there is only a justified suspicion of abuse as per Section 6.3. We will inform the Partner of the reason for the block and lift the block if the reasons that led to the block are clarified and, if necessary, eliminated. Leads generated during the block do not result in an obligation to pay compensation.

14. Final Provisions

(1) If the contract contains ineffective provisions, the effectiveness of the contract remains unaffected in other respects.

(2) We reserve the right to amend these Terms at any time. Any changes will be communicated to the Partner by email. If the Partner does not agree to the changes, they are entitled to notify us of this within four weeks.

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