The following Terms and Conditions of Use apply to the use of the zapunited.com website ("Site") of zapunited UG (haftungsbeschränkt) ("zapunited") and for the marketing of advertising placements between webmasters, bloggers and app developers ("Publishers") and advertising customers ("Advertisers") (hereinafter collectively designated as "Users").

zapunited brokers advertising between Advertisers and Publishers.

"Content" means all materials displayed or made accessible through the Site or Services and includes but is not limited to; any content published by a Publisher, any advertisements or other content submitted by any Advertiser, text, graphics, articles, photographs, images, illustrations, audio clips and video clips. The Site and its Contents are intended solely for the use of Publishers and Advertisers and may only be used in accordance with the Terms and Conditions of Use in connection with authorized use of the Services.

3.1 Prior registration is required for Users in order to access to the Site and establish an account that will allow continuing access to the Site.

3.2 Registration to use the Site is restricted to legitimate corporate entities and trading bodies. Persons who register must be over 18 years of age.

3.3 Information specified during the registration process must be accurate, and must be completed by an authorised person. In particular, no personalised third party data may be disclosed. Users are required to notify zapunited immediately of any change of circumstances.

3.4 The contract between zapunited and the User regarding the use of the service enters into force upon the registration by the User.

3.5 zapunited reserves the right to refuse registration at any time.

4.1 Identification data (email address and passwords) are intended solely for use by the User and may not be divulged to a third party under any circumstances. Access and identification data must remain confidential to the registered User at all times in order to prevent unauthorized use of the platform.

4.2 Potential misuse of identification data must be notified to zapunited immediately. zapunited reserves the right to deny access to the platform if misuse is suspected. The User is responsible is for all consequences arising from misuse of identification data including negligently permitting use of the access data. Liability only ceases when the User informs zapunited of unauthorized use and, where necessary passwords are changed.

4.3 zapunited reserves the right to cancel or block access to the platform by a User in the event of any breach of these Terms and Conditions of Use, and in particular if incorrect information was submitted during registration, identification data has been disclosed in an unauthorized manner and misuse of the platform access data has taken place. Such cancellation of access to the platform will take place without notice and further access rights will require re-registration by the User.

User warrants, represents and agrees that it will not contribute, submit or make available through the Services, or use the Services in connection with, any Content that is infringing, libellous, defamatory, obscene, abusive, offensive or otherwise violates any law or right of any third party. Users shall not, and shall not authorize or encourage any third party to

(i) generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software;

(ii) edit, modify, filter or change the order of the information contained in any advertisement, or remove, obscure or minimize any advertisement in any way;

(iii) redirect an end user away from any web page accessed by an end user after clicking on any part of an advertisement ("Advertiser Page"), provide a version of the Advertiser Page different from the page an end user would access by going directly to the Advertiser Page or intersperse any content between the advertisement and the Advertiser Page.

The User is responsible for all of its activity in connection with zapunited. Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of Publisher's right to use to zapunited or to access the zapunited website. To violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including materials that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. The User will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Site, or any processes that run or are activated while the User is not logged in.

6.1 Publisher is to receive a credit of a variable amount for each valid click. This depends on the click fee of the advertisers, less a 30% brokering commission for zapunited.

6.2 At the request of the Publisher, the fee is to be effected if the minimum disbursement limit of € 50.00 is achieved. Publishers will typically be paid within 30 days after payment request.

6.3 The invoicing of zapunited to the Users is to take place solely on an electronic basis. To the extent not otherwise indicated or that no value-added tax arises by law, the amounts do not include statutory value-added tax.

6.4 All payments will be based upon zapunited's measurements and not based upon advertiser, its clients, its agents or any third party's measurements.

6.5 If the Publisher violates the provisions of these Terms and Conditions of Use, any payment claim becomes void.

7.1 Some of the Services require payment of fees, which may include, but is not limited to, pay per click bid fees.

7.2 Advertiser will be charged a fee to the value of its bid for each valid click by a user, (and whether or not the user is transferred to the website designated in respect of a particular listing and irrespective of whether a website designated in respect of a particular listing is available; for example and without limitation, such a website may be down for site re-design, down time, technical problems or other reasons).

7.3 All invoices created by zapunited to the Advertiser shall be based on zapunited's measurements and shall be in accordance with measurement and tracking.

8.1 User acknowledges and agrees that zapunited has no special relationship with or fiduciary duty to User and that zapunited has no control over, and no duty to take any action regarding: which users gains access to the Site or Services; what Content User accesses or receives via the Site or Services; what Content other users may make available, publish or promote in connection with the Services; what effects any Content may have on User or its clients; how User clients may interpret, view or use the Content; what actions User or its clients may take as a result of having been exposed to the Content, or whether Content is being displayed properly in connection with the Services.

8.2 Further, Advertiser specifically acknowledges and agrees that zapuntied has no control over any Content that may be available or published on any Publisher website (or otherwise), and that Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to Advertiser or its clients.

8.3 Further, Publisher specifically acknowledges and agrees that zapunited has no control over (and is merely a passive conduit with respect to) any Content that may be submitted or published by any advertiser, and that Publisher is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to Publisher, and Publisher releases zapunited from all liability in any way relating to Publisher's acquisition (or failure to acquire), provision, use or other activity with respect to Content in connection with the Site or Services.

8.4 The Site may contain, or direct User to sites containing, information that some people may find offensive or inappropriate. zapunited makes no representations concerning any content contained in or accessed through the Site or Services, and zapunited will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or Services. zapunited makes no guarantee regarding the level of impressions of or clicks on any advertisement, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to User in connection with the Services.

8.5 The Services, Content and Site are provided on an "as is" basis, without warranties, representation and guarantees of any kind either express or implied. zapunited does not warrant the results of use of the Services, including, without limitation, the results of any advertising campaign, and User assumes all risk and responsibility with respect thereto.

9.1 Users are obliged to adhere strictly to the Terms and Conditions of Use specified by zapunited.

9.2 The User indemnifies the company (zapunited UG (haftungsbeschränkt)), directors, managers and all employees from all liability and costs, including legal costs, potential and actual costs of legal proceedings and any damages determined by any Court of Law or other tribunal under any action commenced by the User or any third party arising as a result of a breach of the Users obligations stated under paragraph 8.1. Under such circumstances the User is required to immediately notify zapunited of any such claim and provide all relevant information in order to allow zapuntied to mitigate any such circumstances.

10.1 zapunited will be liable to Users for damages that may be the result of negligence in respect of an absence of warranted performance relating to a proven breach of intrinsic contractual terms that might result in physical injury or loss of life as provided for by legal framework.

10.2 Such intrinsic contractual terms are obligations that contractual parties might reasonably expect to be in place and whose breach would be reasonably expected sufficient to render the contract inoperable.

10.3 Where such a breach is negligent but does not represent a physical danger to contracted parties then damages will be limited to losses arising from a loss of trading opportunity on the part of the User.

10.4 Such liability excludes zapunited personnel.

10.5 Liability by zapunited for damages arising to Users out of a loss of data is revoked where such losses would have been mitigated by a competent backup of all relevant data on the part of the User.

In the event of any breach of these Terms and Conditions of Use zapunited reserves the right to issue a warning to the User or temporarily or permanently block the User’s access account. Extraordinary termination of the business relationship between the User and zapunited may result.

Ad codes will be tracked by an integrated tracking feature in order to measure content use and access. Tracking does not permit an individual internet user to be identified, but geo-targeted location is captured. The Publisher bears a responsibility to inform potential users of this feature.

13.1 Advertiser hereby irrevocably grants to zapunited and Publishers, all such rights in any content that Advertiser submits to zapunited, as shall be necessary for zapunited to provide the Services.

13.2 Through the uploading, linking or inputting of the advertising on the Site, the Advertiser guarantees that the advertising content does not violate applicable law in the distribution area of the platform, particularly Germany and the European Communities, and that, in the extent necessary for the fulfillment of this contract, it may freely possess all rights in the advertising (particularly ancillary copyrights, trademark rights, copyrights and/or personal rights), and that there are no conflicting rights of third parties.

14.1 The usage agreement may be terminated by either side at any time subject to notice or under certain circumstances summarily without notice. Any termination must be confirmed in writing which may include email.

14.2 Upon termination access to the User account will be deleted and the balance of any remuneration due will be paid over by zapunited, provided that all necessary payment data are associated to the account.

14.3 Where zapuntied has had cause to suspend or terminate the User access, reregistration may not take place without the express permission of zapunited.

Our data protection declaration, notice of which is hereby taken, applies to the Service made accessible over zapunited.

zapunited reserves the right to amend these Terms and Conditions of Use at any time and without stating the reasons. The amended Terms and Conditions are to be brought to the attention of the member by email or in any other suitable form at the latest of two weeks prior to their becoming effective. If the member does not object to the applicability of the new Terms and Conditions of Use within two weeks after receipt of the email and/or after a reasonable possibility of receiving the information, the amended Terms and Conditions of Use are deemed to have been accepted. In the email that contains the amended Terms and Conditions, zapunited shall separately refer the member to the significance of this two-week period. If the user objects to the applicability of the new Terms and Conditions of Use within the aforementioned period, zapunited remains authorized to subject the contractual relationship with the user to an ordinary termination.

17.1 The User is not entitled to offset any counterclaim against any legitimately established claim awarded to zapunited nor dispute any withholding entitlement that may be granted to zapunited arising out of the same contract.

17.2 The legal system that shall apply in all instance of this contract shall be that determined under German Federal Law. The application of German private international law and of UN consumer rights is excluded.

17.3 If the User is a business or other legal entity under public law or a public body or the User has no permanent residence in the German Federal Republic the seat of jurisdiction for litigation arising from or in connection with this agreement will be Munich (München), Germany. Similarly the seat for performance of all matters relating to the agreement will also be the Munich (München), Germany.

17.4 If any individual provisions within the Terms and Conditions of Use prove to be unworkable or unenforceable the overall spirit and validity of the contract will remain unaffected.

17.5 zapunited does not foresee any unreasonable or unduly onerous content in the interpretation of the Terms and Conditions of Use for Users. Any agreement concluded with the User arises out of the Terms and Conditions of Use and relates to an agreement between the User and ztapunited and the terms of the contract. zapunited does not store any data relating to the individual identity of any persons who are party to the contract.