Terms and Conditions of Use for Publishers

Section 1 – General Provisions

(1) As part of its business division “reviewsales.io”, the company identified in the legal notice of reviewsales.io as the operator and contracting party from time to time (hereinafter “reviewsales.io”) provides digital media publishers that publish web content relating to e-commerce (hereinafter “Publishers”) with a platform on which they can present their websites to manufacturers, product brands and online marketing companies (hereinafter “Advertisers”) for the purpose of marketing the Advertisers’ products. The operator and contracting party may be ever-growing GmbH or ever-growing LLC, a limited liability company formed under the laws of the U.S. State of Wyoming, with its business address at 30 N Gould St, STE R, Sheridan, WY 82801, USA. Publishers are remunerated for their marketing activities on a cost-per-click basis (“CPC”), determined separately for each Advertiser and each product to be promoted.

(2) These Terms and Conditions apply exclusively. Any conflicting or supplementary terms and conditions of the Publisher shall only become part of the contract if reviewsales.io has expressly agreed to them in writing.

(3) References to statutory provisions are for clarification purposes only. Statutory provisions shall therefore also apply without such clarification unless they are directly amended or expressly excluded by these Terms and Conditions.

Section 2 – Registration and Account

(1) The Publisher is required to provide truthful and complete information about itself or its company and its website(s). A Publisher may only register a website that it does not own with the prior written consent of reviewsales.io.

(2) The Publisher undertakes to create only one account. reviewsales.io reserves the right to merge or delete multiple accounts of the same Publisher at any time and without prior notice.

(3) The Publisher is expressly prohibited from transferring its account to any third party without obtaining the prior written consent of reviewsales.io.

(4) The Publisher is solely responsible for the security of its login credentials. The disclosure of login credentials to third parties is prohibited.

(5) The Publisher undertakes not to transmit any content containing viruses, Trojan horses or other programming that could damage the systems of reviewsales.io or third parties. In the event of a breach, the Publisher shall compensate reviewsales.io and its partners for any loss caused by the Publisher’s culpable breach of this obligation.

(6) The Publisher may request deletion of its user account at any time by emailing publisher@reviewsales.io. The account will be deleted within 20 business days. Any payment claims shall remain unaffected, provided they exist under Section 7 of these Terms and Conditions.

Section 3 – Description of Services and CPC

(1) The Publisher may promote Advertisers listed on reviewsales.io on the websites submitted by the Publisher and reviewed and approved by reviewsales.io. For this purpose, the Publisher receives a tracking link in the login area for each product available for promotion.

(2) The click remuneration displayed for the relevant product to be promoted (hereinafter “CPC”) constitutes a non-binding offer by reviewsales.io and may be changed at any time without stating reasons.

(3) If the CPC changes or the product is no longer approved for promotion, the Publisher has 72 hours to discontinue promotion and remove all advertising materials supplied by the Advertiser, including product images and text, from its website. During this 72-hour period, the Publisher shall continue to receive CPC-based remuneration at the previous rate. After expiry of this period, any entitlement to remuneration for the relevant product shall cease.

Section 4 – Advertising and Marketing Environment

(1) The Publisher may not publish pornographic, sexist, racist, violence-glorifying, politically extremist or otherwise unlawful content in the vicinity of the advertising integration on the registered websites.

(2) The Publisher is required to comply with all applicable legal requirements, in particular the German Telemedia Act, the Interstate Broadcasting Treaty and competition law, regarding the identification of advertising content.

(3) The Publisher must present any technical, functional and measurable information concerning the products to be promoted truthfully and must not make misleading advertising claims.

(4) If the core content or overall editorial orientation of a Publisher’s website changes materially, the Publisher must inform reviewsales.io without undue delay.

(5) If the operation of a website is to be discontinued, the Publisher must notify reviewsales.io in writing at least one week in advance.

(6) The Publisher must delete product information and product images relating to products that have been deactivated by the Advertiser on reviewsales.io within 14 days.

(7) Paid traffic campaigns are strictly prohibited without the prior written consent of reviewsales.io. Clicks generated without approval through paid channels, including Google Ads, Plista, Taboola, Outbrain or social media campaigns, shall be deemed invalid and shall not be remunerated.

Section 5 – Click Tracking and Statistics

(1) The Publisher shall be remunerated for valid clicks by consumers on the tracking links provided in its account. The Publisher may view the number of clicks and the resulting provisional revenue in its account.

(2) reviewsales.io does not warrant the accuracy or completeness of real-time statistics. In particular, click and revenue figures for the most recent 48 hours are estimates only and may still change. Only the figures finally validated in the reviewsales.io system shall be decisive for billing purposes.

(3) reviewsales.io expressly informs the Publisher that the number of clicks measured by reviewsales.io may differ from the Publisher’s own click measurements or measurements generated by external tools for technical reasons. A deviation of up to 20% is within the accepted tolerance and does not give rise to any claim or objection. Reasons for such deviations may include ad blockers, user cookie settings, VPN usage, aborted loading processes or filtering by fraud-detection systems.

Section 6 – Click Fraud

(1) Any artificial or fraudulent generation of clicks is strictly prohibited. Click fraud includes, without limitation, manual clicks by the Publisher or persons acting on its behalf, automated generation of clicks by scripts or bots, clicks generated through incentive systems, misleading methods used to generate clicks and any concealment or masking of traffic.

(2) The determination of whether click fraud has occurred shall be made solely by the monitoring and fraud-detection system of reviewsales.io. Its determination shall be binding on the Publisher.

(3) If there is reasonable suspicion of click fraud, reviewsales.io may suspend payment of remuneration. If the suspicion is confirmed, the entire entitlement to remuneration for the affected period, and potentially also for previous periods, shall be forfeited.

(4) In the event of click fraud, reviewsales.io reserves the right to terminate the Publisher’s account without notice, initiate legal proceedings and claim compensation for the administrative costs incurred and for any loss suffered by Advertisers.

Section 7 – Remuneration and Billing

(1) The Publisher’s entitlement to remuneration is subject to the condition precedent that, and arises only to the extent that, reviewsales.io has received full payment from the relevant Advertiser for the billed clicks.

(2) reviewsales.io shall issue a monthly credit note for revenue generated during the previous month and paid in accordance with paragraph (1). The credit note can be viewed and downloaded from the Publisher’s account.

(3) The credit balance shall be paid to the bank account registered by the Publisher by the end of the calendar month in which reviewsales.io receives payment from the Advertiser.

(4) Payment shall only be made if the payable credit balance exceeds EUR 50.00. Amounts below this threshold shall be carried forward to the following month.

(5) The Publisher is solely responsible for the accuracy of the bank details it provides. All fees and expenses incurred by reviewsales.io as a result of incorrect bank details shall be borne by the Publisher and may be offset against the Publisher’s credit balance.

(6) reviewsales.io may offset claims against the Publisher, including claims arising from contractual penalties or damages, against the Publisher’s credit balance.

Section 8 – Circumvention of reviewsales.io and Side Agreements with Advertisers

(1) A central component of the services provided by reviewsales.io is establishing and maintaining contact with Advertisers connected to the platform. During the term of the contract and for 24 months after its termination, the Publisher is prohibited from establishing or maintaining, directly or indirectly and while circumventing reviewsales.io, business relationships in the field of CPC-based marketing with Advertisers that the Publisher became acquainted with through the reviewsales.io platform.

(2) If the Publisher breaches this non-circumvention obligation, it shall pay reviewsales.io a contractual penalty of EUR 10,000.00 for each individual breach, irrespective of the amount of actual loss. reviewsales.io reserves the right to claim additional damages.

(3) The same shall apply if the contact details or commercial terms of an Advertiser are disclosed to third parties.

Section 9 – Availability

The Publisher has no entitlement to uninterrupted availability of the reviewsales.io service. Access may occasionally be interrupted or restricted in order to carry out repairs, maintenance or the introduction of new facilities or services.

Section 10 – Liability

(1) reviewsales.io shall have unlimited liability for intent and gross negligence. In cases of ordinary negligence, reviewsales.io shall only be liable for breach of a material contractual obligation and only up to the amount of the typical and foreseeable loss. Material contractual obligations are obligations whose performance is essential for the proper performance of the contract and on whose performance the contracting party may regularly rely.

(2) Liability for indirect or consequential loss, in particular loss of profit, is excluded in cases of ordinary negligence.

(3) The above limitations of liability shall not apply in the event of injury to life, body or health.

(4) reviewsales.io does not warrant the correct recording of data by the tracking link where the cause lies outside its own area of responsibility and is not attributable to intent or gross negligence on the part of reviewsales.io.

Section 11 – Confidentiality

(1) The Publisher undertakes to keep confidential vis-à-vis third parties all offers and, in particular, the participating Advertisers, the products approved by them for promotion and the CPC rates communicated in this context.

(2) This obligation shall not apply to information that the Publisher can prove was already known to it before the start of the contract or that is generally publicly known.

Section 12 – Indemnification

The Publisher shall indemnify reviewsales.io against all third-party claims asserted against reviewsales.io as a result of the Publisher’s culpable breach of these Terms and Conditions or applicable law. The indemnity also includes the costs of reasonable legal defence. In the event of a claim, the Publisher must provide reviewsales.io without undue delay with all information required to assess and defend against the claim.

Section 13 – Amendments to the Terms and Conditions

reviewsales.io reserves the right to amend these Terms and Conditions at any time. Amendments shall be announced to the Publisher by email no later than four weeks before they enter into force. If the Publisher does not object within four weeks of receiving the notice, the amended Terms and Conditions shall be deemed accepted. reviewsales.io shall expressly draw the Publisher’s attention to this consequence in the notice. A transfer of the contract and a change of contracting party in accordance with Section 13a shall not constitute an amendment to these Terms and Conditions and shall be governed exclusively by Section 13a.

Section 13a – Transfer of Contract and Change of Contracting Party

(1) Upon conclusion of the contract, the Publisher expressly agrees in advance that ever-growing GmbH may transfer its entire position as contracting party, including all rights and obligations arising from the contractual relationship, to ever-growing LLC as part of an asset deal or other transfer transaction. ever-growing LLC is a limited liability company formed under the laws of the U.S. State of Wyoming, with its business address at 30 N Gould St, STE R, Sheridan, WY 82801, USA. ever-growing LLC is entitled to accept such transfer.

(2) The consent under paragraph (1) is granted upon the effective incorporation of these Terms and Conditions into the contract. The subsequent transfer of the contract therefore does not require any renewed consent, approval, confirmation or other cooperation by the Publisher.

(3) The transfer of the contract shall become effective at the time when ever-growing LLC is first identified in the legal notice of reviewsales.io as the operator and contracting party in place of ever-growing GmbH. The parties expressly agree that the corresponding entry in the legal notice shall constitute the contractually decisive and sufficient event for the change of contracting party to take effect.

(4) A separate individual notification of the transfer of the contract or the date on which it becomes effective is not required. The current operator and contracting party can be identified at any time in the legal notice of reviewsales.io. The Publisher acknowledges the identification in the legal notice as the binding determination and notification of the current contracting party.

(5) The transfer of the contract includes the entire contractual relationship and all existing and future rights and obligations. In particular, it includes the existing account, current and future marketing activities, tracking data, billing items, existing and future remuneration and payment claims, credit balances, payment claims, rights of use, confidentiality obligations, indemnification claims, claims for damages and claims arising from contractual penalties.

(6) When the transfer becomes effective, ever-growing LLC shall fully replace ever-growing GmbH. ever-growing LLC shall assume all rights and obligations arising from the contractual relationship. ever-growing GmbH shall withdraw completely from the contractual relationship and shall be released from all contractual obligations covered by the transfer.

(7) All rights and obligations that arose before the transfer became effective but have not yet been fully performed shall also pass to ever-growing LLC. This applies in particular to Publisher credit balances and remuneration claims that have not yet been paid.

(8) The agreed commercial terms and scope of services shall remain unaffected by the transfer. The account, ongoing campaigns, billing and all other contractual components shall be continued by ever-growing LLC without interruption.

(9) The parties agree that the identification of ever-growing LLC in the legal notice does not constitute an amendment to these Terms and Conditions, but solely implements the transfer already agreed and approved upon conclusion of the contract.

Section 14 – Final Provisions

(1) Contracts between reviewsales.io and the Publisher shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods. The contractual language shall be exclusively German.

(2) The place of jurisdiction for all disputes arising from contractual relationships between the Publisher and reviewsales.io shall be Burghausen, Germany.

(3) If any provision of these Terms and Conditions is or becomes wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. Where available, the applicable statutory provisions shall replace the invalid provision.

Terms and Conditions of Use for Advertisers

Section 1 – General Provisions

(1) As part of its business division “reviewsales.io”, the company identified in the legal notice of reviewsales.io as the operator and contracting party from time to time (hereinafter “reviewsales.io”) provides digital media publishers that publish web content relating to e-commerce (hereinafter “Publishers”) with a platform on which they can present their websites to manufacturers, product brands and online marketing companies (hereinafter “Advertisers”) for the purpose of marketing the Advertisers’ products. The operator and contracting party may be ever-growing GmbH or ever-growing LLC, a limited liability company formed under the laws of the U.S. State of Wyoming, with its business address at 30 N Gould St, STE R, Sheridan, WY 82801, USA. Advertisers remunerate the Publishers’ advertising activities based on a CPC rate determined for each product to be promoted.

(2) These Terms and Conditions of reviewsales.io apply exclusively. Any conflicting or supplementary terms and conditions of the Advertiser shall only become part of the contract if reviewsales.io has expressly agreed to them in writing.

(3) References to statutory provisions are for explanatory and clarification purposes only. Statutory provisions shall also apply without such clarification unless they are amended or excluded by these Terms and Conditions.

Section 2 – Registration and Account

(1) The Advertiser is required to provide truthful information about itself or its company and the products it offers for promotion. It is prohibited to register products for which the Advertiser does not have the required marketing authority and/or import authorization in the relevant target market or country.

(2) The Advertiser undertakes to create only one account, within which it may optionally register multiple products and product categories. reviewsales.io reserves the right to merge multiple accounts of the same Advertiser at any time and without prior notice.

(3) The Advertiser is expressly prohibited from transferring its account to any third party without obtaining the prior written consent of reviewsales.io.

(4) The Advertiser is solely responsible for the security of its login credentials and password. The disclosure of login credentials to third parties is prohibited.

(5) The Advertiser undertakes not to transmit any content containing viruses, Trojan horses or other programming that could damage the reviewsales.io system. In the event of a breach, the Advertiser shall compensate reviewsales.io for any loss caused by the Advertiser’s culpable breach of this obligation.

(6) The Advertiser may request deletion of its user account at any time by emailing advertiser@reviewsales.io. The account will be deleted within 20 business days.

Section 3 – Description of Services and CPC

(1) The Advertiser may create products and enter CPC values for individual products within the Advertiser account submitted by it and reviewed by reviewsales.io. For this purpose, input forms and upload functions are provided in the login area.

(2) Each product registered by the Advertiser is reviewed by reviewsales.io and may be excluded from the platform without reasons being stated.

(3) The Advertiser may deactivate or delete the promotion of individual or all products, or change the CPC, at any time. However, all Publishers promoting the relevant product shall continue to receive full remuneration for their marketing activities for up to 72 hours after the deactivation, deletion or CPC change.

Section 4 – Product Information

(1) The Advertiser acknowledges that each integration and adaptation of advertising content requires considerable editorial effort on the part of the Publisher. The Advertiser therefore undertakes to refrain from frequent changes, including the short-term deactivation and reactivation of individual products or changes to the information and image material provided.

(2) The Advertiser grants reviewsales.io and all participating Publishers an unrestricted right to use the product information and any product images supplied or uploaded by the Advertiser. This right shall continue for 30 days after the Advertiser ends promotion of the product.

Section 5 – Click Tracking and Statistics

(1) The Advertiser shall remunerate Publishers for consumer clicks on tracking links based on the CPC value set by the Advertiser. The number of clicks and the resulting costs can be viewed in the Advertiser’s account under the “Statistics” tab.

(2) reviewsales.io does not warrant the accuracy or completeness of the statistics, in particular for the most recent 48 hours, and expressly informs the Advertiser that click and revenue figures for the most recent 48 hours are estimates only.

(3) reviewsales.io further points out that the number of measured clicks may differ by up to 20% from the click measurements recorded by the Publisher through proprietary or external tools. Individual clicks may not be counted, for example, in the following circumstances:

The consumer enters the link to the product directly into the browser address bar.
The consumer accesses the product page through a bookmark.
The consumer clicks the link in an external app or browser extension.
The consumer modifies the link, for example by changing the protocol from HTTPS to HTTP.
The consumer uses security software that detects and removes HTTP referrer information.
The reviewsales.io fraud-prevention system detects unusual behaviour, such as multiple clicks from the same IP address within a short period.

Section 6 – Billing

(1) The Advertiser shall receive an invoice on the fifth day of each month for the marketing costs generated during the previous month. The invoice can be viewed and downloaded from the account.

(2) The total amount stated in the invoice must be transferred by the tenth day of the relevant month to the bank account specified by reviewsales.io on the invoice.

(3) If an invoice is not paid, reviewsales.io reserves the right to exclude the Advertiser from the platform without further notice. Any costs incurred for reminders, debt collection or collection proceedings shall be borne by the Advertiser.

Section 7 – Circumvention of reviewsales.io and Side Agreements with Publishers

(1) A central component of the services provided by reviewsales.io is establishing and maintaining contact with Publishers connected to the platform.

For two years after termination of the contract, the Advertiser may not circumvent ReviewSales by establishing direct advertising relationships with any participating party or by maintaining a business relationship with a business that is essentially identical to ReviewSales and connects Amazon sellers with Publishers. Existing advertising relationships between Advertisers and Publishers, as well as new direct business relationships initiated outside ReviewSales that are not part of ReviewSales or an essentially identical business connecting Amazon sellers with Publishers, are expressly excluded from this restriction.

If the Advertiser, while circumventing the services offered by reviewsales.io, enters into a contractual relationship of the type described above with a Publisher for the creation of marketing campaigns after the Publisher’s offers have been communicated to the Advertiser through the reviewsales.io platform, by email or by telephone, the Advertiser shall pay reviewsales.io a contractual penalty of EUR 10,000.00 for each individual breach.

The same shall apply if a Publisher’s data is disclosed to third parties that are not parties to the contract.

(2) This provision shall also remain fully effective for 12 months after the Advertiser’s account has been deregistered from the reviewsales.io platform.

Section 8 – Warranty and Availability

(1) The Advertiser has no entitlement to uninterrupted availability of the service offered. Access to reviewsales.io may occasionally be interrupted or restricted in order to carry out repairs, maintenance or the introduction of new facilities or services. The Advertiser shall have no claim for compensation due to service interruptions.

(2) reviewsales.io does not warrant the correct recording of data by the generated tracking link.

Section 9 – Confidentiality

(1) The Advertiser undertakes to keep confidential vis-à-vis third parties all offers and, in particular, information concerning participating Publishers.

(2) This obligation shall not apply to information that the Advertiser can prove was already known to it before obtaining access to the reviewsales.io platform.

Section 9a – Transfer of Contract and Change of Contracting Party

(1) Upon conclusion of the contract, the Advertiser expressly agrees in advance that ever-growing GmbH may transfer its entire position as contracting party, including all rights and obligations arising from the contractual relationship, to ever-growing LLC as part of an asset deal or other transfer transaction. ever-growing LLC is a limited liability company formed under the laws of the U.S. State of Wyoming, with its business address at 30 N Gould St, STE R, Sheridan, WY 82801, USA. ever-growing LLC is entitled to accept such transfer.

(4) A separate individual notification of the transfer of the contract or the date on which it becomes effective is not required. The current operator and contracting party can be identified at any time in the legal notice of reviewsales.io. The Advertiser acknowledges the identification in the legal notice as the binding determination and notification of the current contracting party.

(5) The transfer of the contract includes the entire contractual relationship and all existing and future rights and obligations. In particular, it includes the existing account, current and future marketing activities, tracking data, outstanding and future invoices, billing items, payment and remuneration claims, rights of use, confidentiality obligations, claims for damages and claims arising from contractual penalties.

(7) All rights and obligations that arose before the transfer became effective but have not yet been fully performed shall also pass to ever-growing LLC. This applies in particular to outstanding invoices, clicks not yet billed, existing payment claims and ongoing marketing campaigns.

Section 10 – Final Provisions

(1) Contracts between reviewsales.io and the Advertiser shall be governed by the laws of the Federal Republic of Germany. The contractual language shall be exclusively German.

(2) The place of jurisdiction for all disputes between the Advertiser and reviewsales.io shall be Burghausen, Germany.