P² Ventures UG (haftungsbeschränkt), Kornbeckstr. 4, 71364 Winnenden, Germany (hereinafter "Petfluencer.com") operates an online platform (hereinafter "Portal") for companies (hereinafter "Brands") and corporate influencers (hereinafter "Petfluencers") at the Internet address https://www.petfluencer.com.de, on which Brands can automatically contact Petfluencers for advertising campaigns after registering accordingly. The portal serves to bring together Petfluencers and brand companies successful on social media platforms (such as YouTube, Instagram, Facebook, blogs, etc. - hereinafter "Platform") for the purpose of producing Petfluencer content and related communication. Petfluencer.com also handles the collection of fees for the Petfluencers.
Petfluencer.com operates the portal on which Petfluencers can apply for campaigns of Brands after appropriate registration in order to support the Brands in increasing the reach of campaigns by publishing targeted content ("Petfluencer Content") on platforms. Petfluencers must be entrepreneurs of full age within the meaning of § 14 BGB (German Civil Code). The Petfluencer confirms with the registration that he is an adult entrepreneur. Consumers are explicitly excluded from participation as Petfluencer. Also excluded from the use are Petfluencers who increase or subsequently increase their reach through purchased, obtained or otherwise abusive increased followers. In case of a violation the Petfluencer will be excluded from the use of the portal. Petfluencer.com is entitled to have the entrepreneurship proven by suitable documents.
Through the mediation of Petfluencer to Brands by Petfluencer.com, a related provision of the portal and a production of the Petfluencer content, no connection of the parties under company law comes into being.
Petfluencer.com offers a regular newsletter to inform the Petfluencer about new opportunities and own offers on the portal. If the Petfluencer declares by ticking the box that he/she wishes to receive the newsletter and clicks on the link in the confirmation e-mail, the Petfluencer will receive the newsletter on a regular basis at the e-mail address he/she provided during registration. The Petfluencer may revoke the consent at any time, e.g. by using the unsubscribe link provided in each newsletter or by sending an email to firstname.lastname@example.org or by clicking on the "unsubscribe" link in the newsletter.
2 Registration and use of the portal
There is no entitlement to participation, registration or activation.
All information provided by the Petfluencer must be truthful. Only one user account can be registered for each Petfluencer.
Insofar as the Petfluencer as a small entrepreneur does not have a VAT identification number, but only the tax number already deposited, he must state this accordingly within the scope of the registration. As a small entrepreneur, no sales tax will be charged or invoiced for the services provided by the Petfluencer. If the Petfluencer's tax status as a small business changes, the Petfluencer must notify Petfluencer.com of this immediately together with its VAT identification number. The notification shall be deemed to be without undue delay if it is received before Petfluencer.com's next statement of account for the Petfluencer's services.
The transfer of a user account is possible only with the prior written consent of Petfluencer.com.
The Petfluencer is responsible for ensuring that its User Account can only be used by the Petfluencer and for this purpose the Petfluencer will take appropriate precautions to keep the respective passwords confidential and will not disclose the passwords to any third party. The Petfluencer is obliged to inform Petfluencer.com immediately if he/she becomes aware that his/her access data is being used in an unauthorized manner or if such use is possible due to unauthorized obtaining of the access data.
When using the portal, the Petfluencer is obliged to comply with the applicable laws, portal and platform regulations. It is the Petfluencer's own responsibility to ensure that the Petfluencer Content is lawful and does not infringe any third party rights (copyright, trademark, competition law, etc.). The Petfluencer undertakes not to disseminate any unauthorized advertising, spam or inaccurate warnings of viruses, malfunctions and the like or to solicit participation in sweepstakes, snowball systems, chain letters, pyramid schemes and similar campaigns.
The Petfluencer is not entitled to apply for Briefings, which he learned about by using the Portal, outside the Portal or to carry out these projects.
The Petfluencer must link its Platform account to Petfluencer.com so that Petfluencer.com and the Brands can check the Petfluencer's eligibility using the Analytics data or equivalent statistical data of the Petfluencer's respective Platform channel. This also allows Petfluencer.com and the Brands to see what content the Petfluencer has already published.
The Petfluencer or Petfluencer.com can create a profile in the form of a Sedcard for the Petfluencer, which is based on the given profile data of the Petfluencer. The Sedcard serves to present the Petfluencer to the Brands and is made available to them for this purpose and thus serves to market the Petfluencer. The Petfluencer may download the Sedcard from the Portal for his own purposes.
The terms and conditions of the respective platform apply to the publication of Petfluencer content.
In case of violation of the regulations of these GTC of Petfluencer.com and/or the respective platform conditions, the Petfluencer can be excluded from the use of Petfluencer.com with immediate effect.
3 Project procedure
After successful registration, the Petfluencer links his or her platform account(s) and can build a profile(s) of his or her animals on the Petfluencer.com portal, view/receive briefings, communicate with Brands and create his or her own applications/offers.
The brand creates a request, with desired content, which contains the various requirements for the particular project ("Briefing"). In addition to positive requirements ("Dos"), which must be an integral part of the Petfluencer content, the briefing also includes restrictive provisions that must not be violated by the production under any circumstances ("Don'ts"). If the Petfluencer's profile or his standard offer with his channel fits the requirements, Petfluencer.com will send the Petfluencer the briefing with project details about content, earliest possible publication date and payment. The earliest possible publication date is a calendar week within or from which the Petfluencer makes the Petfluencer Content available to the Brand. The Petfluencer can apply for it with his channel and a Petfluencer content proposal ("Offer"). For this purpose, the Petfluencer specifies whether and on which further calendar weeks he can publish the Petfluencer content. In his offer, the Petfluencer also specifies a thousand-contact price (CPM) and whether he is subject to the duty to pay social security contributions for artists. The Brand may accept the Petfluencer's offer at any time, but no later than 11:59 p.m. of the last day of the calendar week preceding the publication week, whereby project contracts are concluded between the Brand and the Petfluencer for each individual completion period. If the Petfluencer only offers to upload the Petfluencer Content on the calendar week specified by the Brand, only one Project Contract shall be concluded. If the Petfluencer offers more than one date, a project contract will be concluded for each date that the Brand accepts. Until acceptance by the Brand, the Petfluencer may withdraw his offer at any time. The Brand's Briefing, the Petfluencer's offer in response to the Briefing and the Brand's acceptance of this offer constitute the binding content of the Project Contract, which is recorded in the Project Summary sent after the conclusion of the Contract.
By submitting the offer, the Petfluencer does not acquire any right to the acceptance of the bid or to an exclusive award for the Brand's offer.
The Petfluencer content offered in each case will be produced by the Petfluencer in accordance with the specifications in the brief once the Brand has awarded the bid.
If delays or problems occur in the production of the Petfluencer Content, the Petfluencer shall inform the Brand immediately. After being informed by the Petfluencer, the Brand may decide at its own discretion whether a delayed publication is still of interest, in particular due to the possible binding to campaigns and their timing. Unless otherwise agreed in the briefing, the publication date is always a fixed transaction. It is therefore regulated and agreed that in the event of a notified delay, no grace period must be set by Brand in order to withdraw from the contract.
After completion of the Production, the Petfluencer shall make the Petfluencer Content available to the Brand in accordance with the completion period in the Briefing by the Petfluencer, in accordance with the respective platform provisions, (i) publishing the respective contractual Petfluencer Content, (ii) submitting it to the Brand on the defined date (fixed date) in the designated field as a link in the Petfluencer.com portal and (iii) making it available on its platform channel for a period of at least 30 calendar days. For the publication of the Petfluencer Content during these 30 days, the Petfluencer shall have a predefined time window, which shall be based on the calendar week of the Completion Date. A prior or delayed submission via the data field provided in the Petfluencer.com portal (see above) violates the project regulations and is technically not possible.
After the completion of the project, for the visualization of the success and good performance of the Petfluencer, Petfluencer.com will provide the Brand with selected comments from followers and viewers of the Petfluencer. The Petfluencer does not have the right to request that only certain comments be shared with the Brand. Petfluencer.com decides which comments will be shared at its own discretion.
The Brand has the right to stop the production of a Petfluencer Content at any time. Even after the Petfluencer Content has been published, the Brand may at any time demand from the Petfluencer that the Petfluencer no longer publish a Petfluencer Content or make it available for retrieval in any form.
The mere registration is free of charge for the Petfluencer. For the use and successful procurement of a project contract via the Petfluencer.com portal Petfluencer.com receives a project-dependent remuneration (service fee) from the Petfluencer. For the production of the Petfluencer content on the agreed completion date and the advertising value the Petfluencer receives the agreed fee. The amount of the fee depends on the conditions of a project specified in the respective briefing, the CPM specified by the Petfluencer and the actually achieved reach of a publication, but always limited to the maximum amount of the remuneration specified in the project summary. A service fee is due for the successful mediation of a project between Petfluencer and Brand. The amount of the service fee is specified in the briefing and amounts to 20% of the respective specified project budget. The Petfluencer commissions Petfluencer.com to collect the fee from the Brand and assigns the share of the service fee to Petfluencer.com. Petfluencer.com accepts the assignment.
All prices are net prices in Euro and are subject to statutory value added tax where applicable.
All prices or the budget include any applicable contributions to the Petfluencer's artists' social insurance. The Petfluencer shall independently take care of any obligation to show and pay contributions to the artists' social insurance.
After timely publication of the Petfluencer content, the reach of the published Petfluencer content will be measured over the duration of 30 calendar days by Petfluencer.com. For projects on Instagram, the success of the reach will be determined based on the number of followers after 30 days. For projects on Facebook, reach success is determined by "people reached" after 30 days. For projects on blogs, reach success is determined based on gross impressions after 30 days. The reach is calculated from the end of the completion period. According to the amount of reach determined in this way, the remuneration will be determined, but not exceeding the maximum amount defined in the project summary minus the service fee, and the Brand will receive an invoice from Petfluencer.com for the remuneration incurred. This remuneration consists on the one hand of the fee for the production of the Petfluencer content by the Petfluencer and on the other hand of the service fee for the successful mediation of a project between Petfluencer and Brand. The fee is charged and collected by Petfluencer.com on behalf of the Petfluencer. The service fee, on the other hand, is the fee for Petfluencer.com's own services, which Petfluencer.com settles in its own name. In both cases, the billing is plus any applicable statutory sales tax. After complete receipt of the invoice amount from the Brand, Petfluencer.com will transfer the payment minus the service fee to the Petfluencer. It is clarified and regulated that no fee is owed for further call-offs beyond the 30 days.
If the production of a Petfluencer Content is cancelled by the Fire before or after the Completion Date, the Petfluencer will receive an adjusted remuneration (cancellation fee) equal to the maximum amount defined in the Project Summary based on the estimated range of a Petfluencer Content. In case of cancellation by the Brand up to one calendar week before the latest possible publication date, the Petfluencer will receive 100% of the remuneration. Up to two weeks before the latest possible publication date, the Petfluencer will receive 75% of the compensation. Up to three weeks before the latest possible publication date, the Petfluencer will receive 50% of the remuneration and up to four weeks before the latest possible publication date, the Petfluencer will receive 25%. The service fee for providing the platform will not be affected by a cancellation of the Brand and will remain undiminished. The service fee for Petfluencer.com will also be due in full if the production of the Petfluencer Content is cancelled before or after production and/or publication and also if the Petfluencer does not perform according to the terms of the Briefing.
In contrast, the Petfluencer shall not receive any remuneration if its Petfluencer Content violates the contractually agreed content, in particular with the use of purchased Likes or Followers or against the Do's or Don'ts defined in the project summary. In the event of a dispute regarding the existence or non-existence of Do's or Don'ts or a contractual violation, Brand shall have the right to decide in this regard, and the decision may be reviewed by a court. Due to the fixed-date nature of the transaction, the possibility of supplementary performance or rectification is not applicable in this respect, which the Petfluencer hereby waives at the same time.
The foregoing right under paragraph 6 to non-payment due to defects in the Petfluencer Content or alleged non-compliance with do's or don'ts shall not apply if the Petfluencer Content produced by the Petfluencer was available for retrieval for more than 14 days after the agreed publication date.
5 Rights, data protection provisions
The contact person for questions regarding data protection is our data protection officer:
Prof. Dr. Felix Buchmann
BSB Quack Gutterer
Tel: +49 711 953 382 0
Fax: +49 711 953 382 29
All contents of the portal (texts, images, graphics, etc.) including all software components of the portal, in particular the database, are protected by copyright and other protective laws. It is prohibited to reproduce, copy, modify and/or edit the portal or components thereof.
The Petfluencer grants Petfluencer.com the right to advertise the successful project on the portal and to publish, edit and use the company name and project details of the Petfluencer. This also applies to the Sedcards created by Petfluencer.com, which are passed on to Brands as a profile.
For the visualization of the successful projects and for image advertising of the Petfluencers, Petfluencer.com can provide the brands with selected comments from followers and viewers of the Petfluencers.
There is no claim to uninterrupted availability of the portal at any time. Petfluencer.com is not liable for technical failures or the availability of the offer, unless Petfluencer.com is guilty of intent or gross negligence.
Petfluencer.com is entitled to carry out maintenance and servicing work on the portal and in doing so will endeavor to keep disruptions to the accessibility and usability of the portal to a minimum.
Petfluencer.com shall be liable for damages other than those resulting from injury to life, limb or health only to the extent that such damages are caused by intentional or grossly negligent conduct or are the result of a culpable breach of a fundamental contractual obligation (so-called "cardinal obligation", i.e. an obligation the fulfillment of which is a prerequisite for the proper performance of the contract and on the fulfillment of which the contractual partner regularly relies and may rely) by Petfluencer.com or its vicarious agents.
Any further liability for damages is excluded. In particular, compensation for loss of profit, indirect damage and other financial losses shall be excluded in the event of simple negligence. The provisions of the Product Liability Act shall remain unaffected; furthermore, liability for fraudulent concealment of a defect, for an expressly guaranteed quality and for personal injury shall remain unrestricted.
If Petfluencer.com negligently breaches an essential contractual obligation, the obligation to pay compensation is limited to the typically foreseeable damage, but in any case to the amount of EUR 50,000.
Petfluencer.com shall not be liable for the loss of data if the damage would not have occurred if Petfluencer had properly backed up its data. A proper data backup is to be assumed if Petfluencer demonstrably backs up the data files at least daily in machine-readable form and thus ensures that this data can be restored with reasonable effort. Petfluencer.com's liability for the loss of data shall be limited to the typical recovery effort that would have been incurred if the data had been properly backed up.
The Petfluencer indemnifies Petfluencer.com from all claims of third parties, especially those resulting from a violation of copyright law, trademark law, competition law, media law, tax law, social security law (also artist social security law) or other contractual obligations of the Petfluencer.
Petfluencer.com and the Brand shall not be liable for any back taxes resulting from the breach of the duty to report sales tax or any breach of the duty to pay any social security contributions, any interest or any other damages resulting therefrom, provided that these are based on insufficient or incorrect information provided by Petfluencer. Incorrect information or a lack of information shall be borne by Petfluencer. The Petfluencer indemnifies both Petfluencer.com and the Brand from claims of third parties. Petfluencer.com only provides the mediation of the order between the Petfluencer and the Brand. Petfluencer.com is therefore not liable for the payment of the remuneration from the Brand to the Petfluencer. Petfluencer.com is not responsible for the content of the Petfluencer Content, Briefings and Offers. Petfluencer.com does not check these Petfluencer contents and therefore does not take over any guarantee for the correctness of the project data, qualifications, identity data, bank data etc. deposited by the Petfluencer or Brand. Likewise, Petfluencer.com does not check whether and to what extent the Petfluencer Content created by the Petfluencer meets the requirements of the Briefing.
The Petfluencer agrees to maintain confidentiality about the projects and implementation for the production of the Petfluencer content. This includes all information that is communicated within the platform, especially briefings and details of the brand, the amount of remuneration or remuneration rates as well as content that arises in direct communication with the Petfluencer. Information from Petfluencer.com is also considered to be confidential information.
In particular, the Petfluencer is prohibited from distributing, announcing or otherwise publishing this information on the Internet, especially in so-called social networks and media.
Exempt from this obligation is such information which was already known to the Petfluencer before without obligation of secrecy or is or becomes generally known without the Petfluencer being responsible for this or is communicated or provided to the Petfluencer by a third party without obligation of secrecy or is to be made accessible to authorities due to legal regulations or has been released in writing by the Brand or Petfluencer.com to the Petfluencer for publication.
8 Final provisions
The place of performance, payment and fulfillment is the registered office of Petfluencer.com.
This agreement shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of international private law and to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG), even if one of the contracting parties has its registered office abroad.
The exclusive place of jurisdiction for all disputes arising from the contractual relationship with Petfluencer is Stuttgart.
For any agreements between Petfluencer and Brand among themselves, the law of the Federal Republic of Germany is also agreed to the exclusion of international private law as well as to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG); Petfluencer and Brand may reach deviating agreements among themselves.