TONIC.COM

Terms of Service

as of January 30th, 2025

Team Internet AG (“Team Internet”) operates a platform under the TONIC. brand (“Platform”), on which a supplier of internet user traffic and media buyer (“Publisher”) can monetize its Traffic, including, but not limited to native, social, search and display traffic.

By accepting these TONIC. Terms of Service (“Terms”), (i) by completing the registration process for a TONIC. Account or (ii) by clicking a box that indicates acceptance of these Terms, or (iii) by completing an order form that references these Terms, the Publisher agrees to be bound by these Terms. If the individual accepting these Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these Terms, in which case the term “Publisher” shall refer to such entity.

Our services are aimed exclusively at and are provided exclusively for businesses (entrepreneurs in the meaning of Section 14 of the German Civil Code (BGB)). We do not conclude any contracts with consumers.

1. Account

Publisher must apply and register for an Account to use the Platform. The Publisher’s Account is the area of the Platform which is accessible via a username and password and in which Publisher may access and manage data, transactions and revenues and earned remuneration.

All data provided by the Publisher at the time of registration must be correct and up to date at all times. In the event of changes, the Publisher shall notify Team Internet promptly. Publisher shall, upon Team Internet’s request, confirm the current correctness of the data provided and, where necessary, provide additional information requested by Team Internet for purposes of identification or verification.

Publisher shall only register for one Account. It is prohibited to register for multiple accounts.

Team Internet reserves the right to accept or reject applications for an account at its own discretion and without providing a reason. If Team Internet blocks an Account, irrespective of whether or not this is on a permanent or temporary basis, the respective Publisher may not apply for a new Account.

Team Internet reserves the right to determine at its own discretion the scope of available functionalities, tools and services for any Account.

The Publisher is responsible for maintaining the confidentiality of the Account passwords, for ensuring that the Account is used only by the authorized user, for ensuring that Accounts and passwords are not shared, and for maintaining the security of its Account. Publisher shall limit access to the Platform only to authorized users and will promptly disable all access to the Account by any Publisher employee, contractor or representative who is no longer authorized to use the Platform. The Publisher bears the risk of unauthorized use of passwords and/or the Account. Team Internet is entitled to block access to the Platform if Team Internet reasonably suspects or determines that the Account is accessed by third parties without authorization.

The Publisher shall promptly notify Team Internet of any defects or faults in the Platform and take all such measures as are necessary to enable Team Internet to ascertain the defects or faults and the causes thereof, as well as to facilitate and expedite remediation of the fault.

Team Internet shall not be obliged to offer any Traffic monetization to the Publisher and/or purchase/remunerate any traffic. Unless otherwise agreed in writing, there shall be no committed revenues.

2. Usage Rights

Team Internet shall own all right, title and interest, including without limitation all intellectual property rights relating to the Platform (and any derivative works or enhancements thereof), including but not limited to, all software, technology, processes, materials, guidelines, documentation, relating in any way to the Platform.

Team Internet grants Publisher the non-exclusive, non-transferable, worldwide right to use the Platform via its Account for the intended use and for the monetization if its Traffic for the duration of the contract. Publisher may only use the Platform within the scope of the contractual provisions. Publisher may use the Platform only for its own purposes and for monetizing its Traffic and does not include the use of the Platform for and/or on behalf of third parties, for example as a service provider or any other use for and/or by third parties and/or for the monetization of third-party Traffic.

Publisher shall not, directly or indirectly (i) misappropriate or infringe Team Internet’s intellectual property rights, (ii) copy, reverse engineer, decompile, disassemble, disclose or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the platform; (iii) modify, translate, or create derivative works based on the platform; (iv) use or view the platform for the purposes of developing, directly or indirectly, a product or service competitive to the platform; (v) transfer, sell, lease, lend, disclose, or use for co-branding without Team Internet’s explicit written permission, any aspect of the platform under any timesharing, service bureau or other unauthorized method or access thereto.

3. Compliance Obligations and Sanctions

3.1

Traffic quality and compliance with Team Internet’s Quality Guidelines, Policies and Standards, and any additional quality and compliance policies and requirements provided by Team Internet (collectively “Compliance Obligations”), as amended from time to time in their respective then-current version, is of paramount importance for Team Internet.

3.2

Publisher shall comply with all applicable laws, regulations, these Terms and the Compliance Obligations, with respect to generation and provisioning of Traffic and the usage of the Platform and related service, and shall, in particular, not monetize any Traffic that violates Compliance Obligations and/or generate Traffic via advertising spaces that violate Compliance Obligations.

3.3

The Publisher may not undertake any activities whatsoever in order to supply non-organic and non-human traffic and/or to fraudulently increase its revenues generated via the platform, including, but not limited to:

1. Self-clicking on advertisements or asking others to click on them.
2. Constant reloading of websites, whether manually or automatically.
3. Offering users incentives to click on advertisements whether or not for consideration;
4. To use bots, scripts or other tools oneself, or to have third parties use them, or offer them in order to increase advertising income.

Publishers are prohibited from using the following techniques:

1. Cloaking;
2. Forwards that conceal the source of the traffic;
3. Doorway pages;
4. Cookie dropping;
5. Copying of third-party content;
6. Sending automated enquiries to the platform outside the feed integration;
7. Modifying platform advertising tags; and/or
8. Spam (unsolicited direct marketing).

3.4

If Team Internet reasonably suspects or determines a non-compliance with the Compliance Obligations and/or if advertising space or Publisher’s usage of the Platform are subject to governmental or judicial investigations or injunctions,

1. Publisher is, upon Team Internet’s reasonable request, obliged to provide information regarding its Traffic generation/sources; the obligation to provide information may include access to Publisher’s ad network accounts to verify compliance or to further detail potential/suspected non-compliance; such access may be granted by, including, but not limited to, exports, read access, screenshare and/or via providing detailed and relevant screenshots, as reasonably requested by Team Internet; such information and access is to be provided without undue delay, at the latest 30 days upon Team Internet’s request, and non-compliance shall be irrefutably presumed if such information and access are not provided in a timely manner.
2. Team Internet shall be entitled to temporarily or permanently block Publisher’s access to Platform and/or suspend monetization of Traffic in whole or in part with immediate effect.

Publisher may provide evidence for the compliance of its usage of the Platform and/or the provided Traffic. Team Internet shall remove the block/suspension as soon as the Publisher provides such evidence of compliance.

For purposes of quality assurance, the Publisher permits Team Internet to carry out checks including, but not limited to, the use of spiders, proxies, spy tools and/or human agents in order to ensure compliance with the Compliance Obligations.

3.5

Non-compliance with the Compliance Obligations and/or a request to provide information may result in the following sanctions:

1. Suspension, blocking and/or termination of Publisher’s Account, campaign(s) and/or domain(s) by Team Internet;
2. Suspension, blocking and/or termination of Publisher’s Account, campaign(s) and/or domain(s) by or on request of the respective Feed Provider; and/or
3. Clawbacks (as defined below).

In the event that Publisher’s Account, campaign(s) and or domain(s) are suspended, blocked or terminated by a Feed Provider, Team Internet shall be entitled to retain and collect the balance on Publisher’s Account as liquidated damages. This amount compensates for the considerable administrative expenses incurred by Team Internet, as well as for substantial reputational and other damages - including the potential blocking of Team Internet’s Advertising Feed by the respective Feed Provider - that may arise from such suspension, blocking or termination. Publisher retains the right to prove that the actual damages incurred by Team Internet are less than the liquidated damages specified herein, in which case the liquidated damages shall be reduced accordingly. Team Internet expressly reserves the right to claim damages exceeding the amount of such liquidated damages.

4. Additional Publisher Obligations

4.1

The usage of Publisher Networks requires Team Internet’s prior approval.

4.2

Publisher shall ensure that the advertising space is accessible at all times and from anywhere in the world (with the exception of countries with specific internet access restrictions). Where, based on modifications to the platform, modifications become necessary on the part of Publisher, Publisher shall implement such modifications as soon as reasonably possible.

5. Team Internet Obligations

Team Internet is not obliged to monitor and examine Traffic, advertising spaces used by Publishers for generation of Traffic and/or Publisher’s usage of the Platform for their compliance with the Compliance Obligations.

Team Internet shall provide availability of the Platform of at least 97 percent on an annual average. The foregoing does not include times when the webserver cannot be reached via the Internet due to technical or other problems outside the scope of Team Internet’s control or responsibility (e.g. force majeure, third-party fault, DDOS).

To the extent that Team Internet currently provides services or service elements free of charge, the Publisher shall not have a right for specific performance thereof. Team Internet shall have the right to ease the provisioning of such services at any time, or to provide such services only for a fee with future effect, subject to prior notification to Publisher.

Team Internet shall be entitled to change IP addresses and/or domains where necessary (e.g. where technically necessary). A change of IP addresses and/or domains shall not constitute an amendment of the contract and shall not affect the parties’ rights and duties under the contract.

Any analytics functionalities offered via the platform shall only be for convenience and do not necessarily display reliable results. Analytics functionalities usually are based on data from numerous external sources that are not always available and/or correctly provided. Team Internet does not bear liability for the availability and/or correctness of any analytics functionalities.

6. Traffic Generation and Domains

Traffic (including, but not limited to, native social, search and/or display traffic) generated and provided by Publishers is directed towards an Advertising Feed. Advertising feeds are advertisements supplied dynamically by an advertising network or platform (“Feed Provider”).

Traffic shall be generated, qualified and provided/directed towards an Advertising Feed as defined by Team Internet, depending on the Traffic category (e.g. native, social, search or display).

Traffic may by (re-)directed over specific traffic qualification landing pages, which may contain, for example, related key words to further qualify the Traffic and allows the Feed Provider to provide targeted advertising.

In the event that Team Internet registers domains for the Publisher in order to properly perform a service, it always does so on behalf of the Publisher, even if Team Internet is registered as the trustee proprietor of the domains. It shall be Team Internet’s obligation to ensure that the registration of domains does not violate applicable law, infringe any third-party rights and/or the Compliance Obligations at the time of the registration.

Once the domain is transferred to Publisher, the Publisher shall bear full liability for the use of such domain, and shall promptly indemnify and hold Team Internet harmless, upon Team Internet’s first demand, against all losses which might arise from its use of the domain.

The Publisher shall bear all of the costs of domain registration and for maintaining the domains if the domains are not used by the Publisher.

7. Payments

7.1

The Publisher’s earned remuneration shall be displayed via the Platform and shall be based on either concrete offers for advertising spaces or revenues generated from Feed Providers for Traffic provided by Publisher, as reasonably determined by Team Internet. The earned remuneration displayed via the Platform shall only represent a preliminary calculation and the displayed amounts might be adjusted, according to the rules defined hereunder. Remuneration shall only be owed by Team Internet if Team Internet received the respective payment(s) from the Feed Provider(s).

7.2

Team Internet shall be entitled to claim reimbursements/clawbacks and/or to make adjustments to the amount payable and/or to claim reimbursements of already paid amounts according to the rules defined hereunder (Clawbacks”).

Team Internet is entitled to claim Clawbacks especially in, but not limited to, the following cases:

1. Reimbursements claimed by Feed Providers, including, but not limited to, due to Traffic quality;
2. Payments not received by Team Internet;
3. Breach of the Compliance Obligations;
4. Disbursement of bonuses;
5. Deductions of a transaction and/or processing fees;
6. Adjustments for technical reasons (e.g. inaccurate display of amounts payable due to technical problems);
7. Adjustments due to other fraudulent activities of Publisher; and/or
8. Adjustments made based on special agreements with Publisher.

In a case of reimbursements claimed by a Feed Provider, Team Internet shall only be obliged to pass on to Publisher the information on the reimbursement provided by Feed Provider.

Clawbacks are possible for up to 120 days after the amount payable concerned was displayed via the Platform.

The Publisher shall address any questions concerning any such Clawbacks within 30 days of the date of such Clawback.

7.3

Amounts shall be payable 45 days from the end of the calendar month they were earned by Publisher and displayed in Publisher’s account. If any reimbursements or adjustments to the amount payable shall be made subsequently to the payment to Publisher, the amount of any such subsequent reimbursement or adjustment shall be reimbursed by Publisher. Such reimbursement shall be done by an offset against the next amount payable to Publisher. Team Internet shall also be entitled to claim an immediate refund of any overpaid amounts from Publisher.

In case Team Internet reasonably suspects or determines a breach of these Terms by Publisher, that might, in Team Internet’s reasonably assessment, result in any adjustments to amounts payable and/or a claim for damages by Team Internet against the Publisher, Team Internet shall be entitled to block any payments until the breach or suspected breach and any potential adjustments and/or claims for damages have been clarified and settled. Such a blocking shall not exceed 120 days.

7.4

The minimum disbursement amount is USD 1000. Amounts below such minimum disbursement amount are only paid out in case of termination of the Account

7.5

Any credit notes and invoices shall only be delivered digitally in the form of a PDF document.

7.6

Publisher may only exercise a right of setoff against claims by Team Internet in respect of claims on its part which are uncontested or have been adjudicated with res judicata effect. The same shall apply mutatis mutandis with respect to any other potential right to refuse performance, with the exception of the right arising from sec. 320 BGB. Publisher is only entitled to exercise a right of retention based on counterclaims arising out of the same contract.

7.7

In the event that Publisher is not in agreement with the amount payable calculated by Team Internet, Publisher shall furnish all of the server stats (“Raw Stats”) based on which discrepancies may be investigated.

7.8

Publisher shall be liable for and it shall be Publisher’s responsibility to pay all applicable local, state, federal, and/or foreign taxes (if any) and Team Internet shall not pay or withhold any such taxes unless it is Team Internet’s obligation to withhold such taxes, in which case Team Internet shall notify Publisher of any such withholdings.

Notwithstanding Team Internet’s statutory obligation to withhold and remit any applicable withholding taxes, the Publisher shall indemnify and hold Team Internet harmless from and against any and all liabilities, losses, damages, costs, and expenses (including but not limited to interest, penalties, and reasonable attorneys’ fees) incurred by Team Internet resulting from or arising in connection with the failure to withhold or remit any applicable taxes for payments made to Publisher, to the extent that such failure results from (a) incorrect or incomplete information, representations, or instructions provided by the Publisher regarding its tax status; or (b) any act or omission of the Publisher that leads to a determination by any tax authority that additional withholding or remittance of taxes was required. In the event that any such liabilities are assessed against Team Internet by a tax authority, Team Internet shall promptly notify the Publisher and provide reasonable documentation of the assessment. The Publisher shall pay or reimburse Team Internet for all such amounts within 10 days of such notice.

8. Limitations of Liability and Indemnification

8.1

Team Internet assumes unlimited liability for damages resulting from injury to life, body or health which are based on a breach of duty by Team Internet or a legal representative or vicarious agent. Team Internet is furthermore liable without limitation for damages caused by Team Internet or a legal representative or vicarious agent intentionally or through gross negligence, as well as for damages caused by the absence of a quality guaranteed by Team Internet

8.2

In the case of a slightly negligent violation of essential contractual obligations, Team Internet's liability is limited to the amount of the contract-typically foreseeable damage. Essential contractual obligations are such obligations, the fulfilment of which makes the proper execution of a contract possible in the first place and on the observance of which the contracting parties may regularly rely.

8.3

Any further liability for damages is excluded, especially any liability regardless of negligence or fault. Team Internet and its vicarious agents are also not liable for disturbances of any kind caused by circumstances beyond their control. This applies in particular to a failure or disturbance of the telecommunications line or power supply.

8.4

The limitation period for claims for damages against Team Internet is one year. The foregoing shall not apply in respect of damages intentionally caused by Team Internet, its legal representatives or vicarious agents, or in respect of claims based in tort, or in respect of claims under the Product Liability Act.

8.5

Team Internet shall, in particular, bear no liability for the correct functioning of infrastructures and transmission pathways of the internet or of the information transmitted thereby (for completeness, correctness or timeliness or for ensuring that such information is free of third-party rights) where such information is beyond the scope of Team Internet’s responsibility. In further and other respects, Team Internet shall likewise bear no liability for usage outages caused by third parties beyond the scope of Team Internet’s responsibility.

8.6

The provisions set forth above shall also apply in favor of Team Internet’s staff members and other vicarious agents.

8.7

Publisher shall indemnify and hold Team Internet harmless against all third-party claims arising as a result of breaches of these Terms and/or an infringement of third-party rights by Publisher. Publisher shall bear all reasonable costs incurred due to such a breach and/or infringement, including the reasonable costs incurred for legal defense. All further rights, as well as claims for damages by Team Internet, remain unaffected. The foregoing obligations of Publisher shall not apply insofar as the Publisher is not responsible for the respective breach and/or infringement.

9. Data Protection

9.1

Team Internet processes Personal Data (as defined under the General Data Protection Regulation (GDPR)) made available in the context of the creation of an account relating to users of the Platform (surname, first name, email address, telephone number, password, payment data) and Personal Data related to the usage of the Platform (log files). This Personal Data is processed by Team Internet as a Controller (as defined under the General Data Protection Regulation (GDPR)) in order to enable the users to use the Platform and to ensure traceability of the usage of the Platform. This Personal Data is processed for the fulfilment of the contract between Team Internet and the Publisher. Team Internet shall be entitled to use anonymized data related to the usage of the Platform for internal business and/or operating purposes, including, but not limited to, in order to analyze the usage of the Platform and to enhance the Platform. Further details on Team Internet’s data protection practices can be found in Team Internet’s Privacy Policy, accessible at https://teaminternet.de/en/privacy.

9.2

By using the Platform and/or monetizing Traffic, Publisher collects, processes and/or uses Personal Data relating to users, including, but not limited to IP addresses, session-based browsing behaviour, geolocation data and device identifiers. Unless otherwise explicitly agreed, Publisher shall be the Controller of such Personal Data and Team Internet shall be a Processor (as defined under the General Data Protection Regulation (GDPR)). The processing of such Personal Data shall be governed by the TONIC. Data Processing Addendum, accessible at https://www.tonic.com/dpa.html, incorporated into these Terms by reference.

Confidentiality

10.1

“Confidential Information” means: (i) business or technical information, including product plans, designs, source code, marketing plans, business opportunities, personnel, research, development or know-how (all of the foregoing as they relate to the services provided by Team Internet, including the platform (current or planned), are Team Internet’s Confidential Information, and all of the foregoing as they relate to Publisher’s business, are Publisher’s Confidential Information); and (ii) information designated by the disclosing party as “confidential” or “proprietary” or which, under the circumstances taken as a whole would reasonably be deemed to be confidential. Confidential Information includes information disclosed prior to or during the term of this Agreement. Confidential Information shall not include information which: (i) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (ii) is or becomes available to the receiving party on a non-confidential basis from a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii) is developed independently by the receiving party without the use of any of disclosed party’s Confidential Information and by persons without access to such Confidential Information.

10.2

Publisher and Team Internet each agree not to use any Confidential Information of the other party for any purpose other than as necessary to perform its obligations under the agreement between the parties. During and after the term of such agreement, neither receiving party will disclose any Confidential Information of the disclosing party to any third party without the prior written consent of the disclosing party, except (i) where such disclosure is necessary for the performance of the receiving party’s obligations under the agreement; or (ii) as may be required by laws (provided that the party obligated to make the disclosure shall give the other party advance notice of such requirement to the extent legally permitted). Each receiving party shall be responsible for compliance with the obligations under this section and applicable provisions of the agreement by its employees and contractors, and shall obtain the agreement by each employee and contractor to keep the Confidential Information of the disclosing party confidential and to use it solely as required for the performance of the receiving party’s obligations hereunder.

11. Place of Performance, Jurisdiction and Venue; Applicable Law

11.1

The place of performance is the registered office of Team Internet. Exclusive jurisdiction and venue, to the extent permitted by law, shall lie with the courts of Munich, Germany, for all disputes arising out of the parties’ contractual relations. Team Internet may also file suit in the court with jurisdiction over the Publisher.

11.2

With respect to contracts and claims arising therefrom made by Team Internet on the basis of these Terms, irrespective of the type thereof, the sole governing law is the law of the Federal Republic of Germany but excluding application of German international private law and of the United Nations CISG.

12. Trade Compliance

With respect to contracts and claims arising therefrom made by Team Internet on the basis of these Terms, irrespective of the type thereof, the sole governing law is the law of the Federal Republic of Germany but excluding application of German international private law and of the United Nations CISG.

13. Miscellaneous

13.1

No oral ancillary agreements exist. Amendments or addenda to this contract shall only be valid if made in written form. The foregoing shall also apply to any amendment to this written form requirement.

13.2

Publisher may not assign the rights and obligations under the agreement to a third party except with the prior written consent of Team Internet. Team Internet may assign the agreement with the Publisher in whole or in part (i) to an affiliate (an entity which is directly or indirectly controlling, controlled by, or under common control with Team Internet).; (ii) in connection with a merger where Team Internet does not survive such merger, or (iii) in connection with the sale of all or substantially all of Team Internet’s assets related thereto.

13.3

Team Internet may make amendments to these Terms where these become necessary due to changed circumstances (e.g. changes in legislation or court jurisprudence) and are not unreasonable to the Publisher. Team Internet shall notify the Publisher of such changes in written or electronic form (normally in the form of providing a new version of these Terms). Such amendments shall be notified to the Publisher in a timely manner before they take effect. The Publisher may object to such amendments within 14 days of receipt of the notice of the amendment. Objection by the Publisher is deemed to constitute notice of termination of the agreement to the next possible date of termination. Where the Publisher does not object, amendments are deemed to have been accepted.

13.4

Should individual provisions of these Terms be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace an invalid provision with a valid provision which comes as close as possible in its content to the economically intended meaning and purpose of the invalid provision. This shall apply mutatis mutandis to any loopholes in the contract.

13.5

In the event of a conflict between any provision of these Terms and any additional agreement or order form referencing these Terms, the terms of the additional agreement or order form shall prevail with respect to the matters covered by the applicable additional agreement or order form.