General Terms and Conditions (GTB) for the Hypd Platform
for brands
(Status: July 2019)



Definitions:

The Operator is Ticketrunner GmbH, Horbeller Str. 31, 50858 Cologne.

The Ticketrunner Plattform is an online platform managed and operated by the operator on which organizers can post the events they host and have them advertised by affiliates and ticketrunners to increase ticket sales for their events.

Brands place their campaigns on the Hypd platform and determine the type of actions and remuneration (Reward) and their score or requirements.

Ambassadors can select and promote a brand campaign set up on the Hypd platform for which actions and rewards have been defined, for example by sharing it on social networks and linking to it. Ambassadors are exclusively consumers.

Merchant is the company that has been commissioned by the brand to sell products (e.g. and regular event tickets). Merchant and brand can be identical.

The Customer acquires a product from the merchant whose shop he has reached via a link set by an ambassador.

Sale is the concluded and fulfilled purchase contract between the merchant and the customer after the receipt of the customer's payment by the merchant.

Successful mediation of a sale by the ambassador means that the customer with whom the sale comes about has reached the product via a link set by the ambassador.

Reward is the compensation the ambassador receives for a number of successful referrals determined by the brand. This remuneration does not consist of money, but for example in a free ticket, merchandise item, VIP treatment, beverage voucher etc.

Actions are set by the brand within the campaign and describe the exact requirements an ambassador must meet to earn points, which can then be redeemed for rewards.

Operator's commission is the net fee to be paid by the organizer to the operator for each sale. In the case of a sale brokered by an ambassador, it amounts to 10% of the gross ticket selling price.

Tracking refers to the monitoring and logging of sales carried out by the operator and their successful mediation.

§ 1 Validity

These GTC apply in the version valid at the time of registration for the participation of event organizers in the Ticketrunner platform.

§ 2 Different General Terms and Conditions of Business

Deviating, conflicting or supplementary general terms and conditions of the organiser shall not apply even if the operator is aware of them, unless their validity is expressly agreed to in writing.

§ 3 Services provided by the operator

(1) The operator shall provide the technical prerequisites for the use of the Hypd platform and shall operate and administer the platform.

(2) After successful registration, the Brand may post its campaigns on the Hypd platform and determine the number of points required for successfully mediated sales and promotions for the receipt of a Reward, as well as the type of Reward and the conditions of participation in relation to the promotion of the campaigns to the Ambassador. The brand can set one or more rewards for a campaign.

(3) The operator carries out the tracking, i.e. he monitors and records the sales and actions and their successful mediation by ambassadors. The Operator shall provide the Brand with an overview of the Operator's commissions to be paid by the Operator on the basis of promotions and sales and successful referrals as well as the Reward to be forwarded to the Ambassadors.

(4) The operator shall prepare accounts for the operator commissions.

(5) The operator is entitled to make use of third parties / subcontractors for the performance of the service obligations described above.

(6) Registration on the Hypd platform merely creates a contract between the operator and the brand for the use of the Hypd platform, but not between the brand and the ambassador, the customer or the merchant.

(7) The operator shall not provide any brokerage services for the brand. The brand is not entitled to generate revenue via the Hypd platform.

(8) The contractual relations between a customer and the Brand and the Merchant in relation to the purchase of Tickets are initiated, concluded and fulfilled without the participation of the Operator. The operator does not become a contractual partner of the customer at any time.

(9) The operator shall endeavour to make the Hypd platform available without interruption wherever possible. However, the brand is not entitled to uninterrupted use of the Hypd platform.

§ 4 Registration

(1) Permanent registration is required for the use of the Hypd platform by the Brand. In order to register, the trademark must complete the mandatory information required by the operator completely and accurately.

(2) Registration is free of charge. In the subsequent use of the Hypd platform, the brand must pay the operator commissions and transmit the rewards to the ambassadors.

(3) Only entrepreneurs within the meaning of § 14 BGB (German Civil Code) may register as organisers. Natural persons with limited legal capacity (e.g. minors) may not register.

(4) After entering the required information and clicking the "Register" button, the data entered by the trademark will be transmitted to the operator. By clicking the button, the Brand makes a binding offer to conclude a contract for the use of the Hypd Platform on the basis of these GTC. The operator decides on the acceptance of this offer at his own discretion. The operator accepts this offer by activating the brand for participation in the Hypd platform and informing the brand of this by e-mail. If acceptance does not take place within a reasonable period, the trademark is no longer bound by its offer.

§ 5 Payment

(1) The ambassador receives points for the successful sales and actions carried out for the number of points determined by the brand. The Ambassador has the option to exchange his points for available rewards if he has reached the required minimum score. The operator receives the separately agreed operator commission.

(2) Rewards shall transmit the stamp directly to the Ambassador.

(3) The amounts due shall be settled daily or within a period of up to three days. The operator collects the amounts due from the account specified by the trademark. The invoice will be delivered digitally. Before the brand releases its campaigns for advertising, it must inform the operator of its payment methods.

(4) If the campaign is coupled with an event for which or the ambassador has successfully brokered a sale, this sale shall nevertheless be deemed to be the successful brokerage of a sale. The brand must also pay the commission to the operator in the event of an event failure and forward the reward to the ambassador.

§ 6 Term and termination

(1) The contract for the use of the Ticketrunner platform is concluded for an indefinite period of time.

(2) Both parties may terminate the contract at any time without notice.

(3) The contract on the use of the Hypd platform ends with an effective termination and the brand may no longer use the platform. Access to the Hypd platform is blocked at the time of termination. A final invoice is prepared for any payments still to be made by the trademark, which the trademark then has to pay.

(4) The operator is entitled to irretrievably delete all data collected within the framework of the contractual relationship at the end of 30 calendar days after the termination becomes effective and at the end of any statutory retention periods.

§ 7 Obligations of the trade mark

(1) The trademark is obliged to keep its access data, in particular its password, secret. He shall ensure that unauthorised third parties do not have access to such data. The brand will inform the operator immediately if there is reason to fear that unauthorized third parties have gained or will gain knowledge of his access data. The Brand is fully responsible for any use of the Hypd Platform made through its account.

(2) The brand will only use the Hypd Platform in compliance with the applicable statutory regulations, in particular the statutory provisions on the protection of minors, general personal rights, data protection, copyright and related property rights, trademark law and competition law.

(3) The Brand will not distribute viruses, Trojan horses or other harmful files, send junk or SPAM messages to ambassadors or customers, or take any action that could interfere with the operation of the Hypd platform.

(4) During the period of registration, the Brand undertakes not to have ambassadors advertise the campaigns already posted on the Hypd platform, bypassing the Hypd platform, and to contact ambassadors outside the Hypd platform for this purpose.

(5) The brand is obliged to pay the respective operator commission due to the operator. A change in the rewards once defined by the brand may only be carried out by the brand if the campaigns have not yet been advertised by ambassadors.

(6) The trade mark shall undertake to forward to the Ambassador the Reward due which it has determined. If the trademark culpably violates this obligation, it must pay the operator damages amounting to the number of points x 0.50 Euro or the value of the Reward as well as a processing fee of 50.00 Euro. The trademark is permitted to prove that no damage was incurred at all or that the amount of damage was significantly less.

§ 8 Blocking of access

(1) Access of the Brand to the Hypd Platform may be temporarily or permanently blocked either in its entirety or in relation to individual campaigns at the discretion of the Operator if there are concrete indications that the Brand is or has been in breach of its obligations under § 7 of these GTC and/or applicable law or if there is any other legitimate interest of the Operator in the blocking. The operator will take into account legitimate interests of the trademark when deciding on the blocking.

(2) The operator shall permanently block access in the event of repeated infringements as referred to in paragraph 1.

(3) In the event of blocking, the trademark will be notified of this and its reasons by e-mail.

(4) In the event that access is only temporarily blocked, the Operator shall notify the Brand by e-mail of the renewed activation of the access after the expiry of the blocking period or the final elimination of the reason for blocking.

(5) A recovery of permanently blocked accesses is not possible. However, the trade mark may re-register and the operator will then decide again whether to accept the offer to conclude a contract of use.

§ 9 Limitation of liability

The operator is liable for damages caused by him or his legal representatives or vicarious agents, regardless of the legal basis, in full amount in the event of intent or gross negligence.

In cases of slight negligence, the operator shall only be liable in the event of a breach of a material contractual obligation (obligations the fulfilment of which characterises the contract and on which the organiser may rely), but limited in amount to the foreseeable, direct and contract-typical damage at the time of conclusion of the contract, provided that no major damage can be proven.

The statutory liability for injury to life, limb or health and under the Product Liability Act shall remain unaffected by the limitations of liability.

§ 10 Responsibility of the Operator

The operator's responsibility is limited to providing the technical requirements for using the Hypd platform, tracking and communicating with the ambassadors.

The respective ambassadors and brands are responsible for the content of the information stored on the Hypd platform by ambassadors about themselves and by the event organisers about the events. The operator does not check this information for completeness, accuracy and legality and therefore assumes no responsibility or warranty for the completeness, accuracy, legality and timeliness of the information.

§ 11 Confidentiality

(1) The parties undertake to treat as confidential all data and information made accessible in connection with this contract, unless such data and information are in any case generally accessible or expressly intended for publication. In case of doubt, the data and information must be treated confidentially.

(2) The confidentiality obligation continues beyond the end of the contract for an unlimited period of time.

§ 12 Use of names and logos

As long as the trademark is registered on the Hypd platform, the operator is entitled to use the name and logo of the organizer as a customer reference for external communication.

§ 13 Granting of rights to use

(1) The Brand will post content related to its campaigns on the Hypd platform. The trademark assures that it is the owner of all rights to these contents. It grants the operator the simple right, limited in time to the period of its registration, to reproduce this content for the contractual use of the Hypd platform and to make it accessible to other users of the Hypd platform as well as to use it for advertising the Hypd platform in online and offline media. The Brand indemnifies the Operator against all claims of third parties against the Operator arising from the infringement of their rights by these contents on first demand from all claims including the necessary costs of legal defence.

(2) If applicable, the operator will provide the brand with material for advertising the Hypd platform and the campaigns placed there, such as the Hypd logo. The Operator grants the Brand the simple right, limited in time to the period of the Organiser's registration, to use this material for the advertising of the Hypd Platform and the campaigns posted there.

§ 14 Subject to change without notice

The operator reserves the right to make changes or additions to the GTC at any time if this is necessary for factual reasons such as changes in the legal situation or market conditions and the brand is not disadvantaged by this contrary to good faith. Amendments or supplements to the General Terms and Conditions shall be notified to the Brand in text form. They shall be deemed approved if the trademark does not object in writing to the changes or additions within one month of receipt of the notification.

§ 15 Place of Jurisdiction

The exclusive place of jurisdiction shall be Cologne, provided that the organiser is a merchant, a legal entity under public law or a special fund under public law.

§ 16 Applicable law

German law applies.

§ 17 Language

The contract language is German. If the GTC are additionally translated into other languages, the German version shall apply in the event of discrepancies between the German version and the translated version.