Digistore24 GmbH Terms and conditions for vendors and affiliates

Digistore24 GmbHTerms and conditions for vendors and affiliates

Digistore24 GmbHTerms and conditions for vendors and affiliates


Digistore24 GmbH (hereinafter referred to as "Digistore24") offers products and services through the distribution platform https://www.digistore24.de/ (hereinafter referred to as the "sales platform"). The online ordering process available there enables customers to purchase software, services, and other goods (hereinafter referred to as "products") from Digistore24. In addition, the sales platform also enables product providers or advertising third parties (hereinafter referred to as "affiliates") to advertise products of a provider (hereinafter referred to as "vendor"; affiliate and vendor are hereinafter also referred to as "contractual partner") online, to review them, or to otherwise generate attention for the respective product (hereinafter referred to as "affiliate program"). If a customer decides to purchase a product, Digistore24 shall purchase the product provided by the vendor in its own name and for its own account from the vendor and shall resell it in its own name and for its own account to the customer. The contract for the purchase of the product shall always be concluded betwee the customer and Digistore24on the one hand and Digistore24 and the vendor on the other. There shall be no contractual relationship between the vendor and the end customer.

Section 1 Scope

  1. The following terms and conditions (hereinafter referred to as "T&Cs") shall govern the legal relationship between Digistore24 GmbH, St.-Godehard-Straße 32, 31139 Hildesheim, Deutschland and the vendor of goods and services, the resale of these products to the end customer, and the legal relationship between Digistore24 and the affiliates under the affiliate program. The contract is aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (hereinafter referred to as "entrepreneur"), where entrepreneur refers to a natural or legal person or a partnership with legal personality that acts in exercise of their or its trade, business or profession when concluding legal transactions. The use of a non-real person description deviating from these terms and conditions shall be prohibited.

  2. These T&Cs shall also apply to all future business relations, even if they are not expressly agreed upon again. Counter-confirmations of the contractual partner with reference to their own terms and conditions shall hereby be expressly rejected.

  3. If the contractual partner confirms that they have read and agreed to the terms of this contract by activating a checkbox during the registration process at Digistore24 , the use of the Digistore24 services shall be subject to this contract. Pursuant to these terms, Digistore24 shall grant a non-exclusive, revocable, non-sublicensable, worldwide license to the other party to use this distribution platform, including the website servers, computers, and networks available at https://www.digistore24.de/ used to provide this website, for the purposes of these T&Cs.

Section 2 Affiliate program

  1. As part of the affiliate program, affiliates may advertise a product and thereby promote sales of the product ("promotion"). In return for this work, the affiliate shall receive a commission from Digistore24 specified in the individual case for the respective product. Running a promotion for the purpose of receiving a share of the sales price (commission) generated by the promotion and using Digistore24 services or any other online or offline channel or medium to do so shall be subject to the following terms and conditions:

  2. For the products being advertised, no services beyond the return or revocation provisions of Digistore24 shall be offered by the affiliate, either explicitly or implicitly, without the prior written permission of Digistore24.

  3. When promoting a product, the affiliate shall use the appropriate trademarks, logos, and brand or service names provided either by Digistore24 or by the vendor directly.

  4. Digistore24 shall be entitled to transmit the affiliate's contact details to the vendor and third parties involved in the transaction. The affiliate hereby agrees that a vendor for whose products the affiliate has already advertised in the past may contact them and inform them about new promotions and products.

  5. The affiliate is the data controller in relation to the data subjects who use the link. The affiliate shall be obligated to exercise the rights of the data subjects (in particular information pursuant to Article 12 and 13 of the GDPR) towards the data subjects and to place a corresponding notice in close proximity to the link.

  6. The contractual partner shall refrain from any unauthorized use or any other infringement, violation or misappropriation of third-party property rights such as patents, copyrights, trademark rights or also personal rights, rights to a name, trade secrets or other rights to intellectual or protected property.

  7. The contractual partner shall refrain from the following actions:

    1. Promoting violence;

    2. Promoting sexually explicit content;

    3. Promoting alcohol, tobacco, and medicines;

    4. Promoting discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age, defamation of any person, inclusion of trademarks or trade dress, or any copyrighted content, unless expressly permitted;

    5. Include any variations or misspellings of third-party trademarks or brand identifiers in any domain names, usernames or other designations;

    6. Use of the affiliate system as a discount system;

    7. Promoting products using unfair, unlawful, or immoral methods.

  8. Even in the case where the contractual partner promotes a product as an affiliate, the contract for the purchase of the product by the customer shall be concluded between Digistore24 and the customer. In this case, the affiliate shall only be paid for their affiliate activities. This payment is calculated as a percentage of the price paid by the customer to Digistore24. A commission may also be based on a fixed amount. Payout shall occur in accordance with the provisions of Section 7 of this contract.

  9. If a natural person or legal entity acts as an affiliate while simultaneously profiting indirectly or directly in any other way from a transaction, payment of the affiliate commission shall be excluded. This shall also apply if the affiliate holds shares in a company involved in the transaction or is employed by the company.

  10. The vendor and Digistore24 shall be entitled to to lay down requirements regarding the implementation of advertising measures by affiliates. These requirements shall form a direct part of the contract between Digistore24 and the affiliate concerned. Sections 6 and 11 of this contract shall apply accordingly.

Section 3 Product sale

  1. Offering products for sale via Digistore24 shall take place as follows:

    1. The vendor creates an account at www.Digistore24.com, describes their product or uploads this in the case of software, if applicable. They will then receive a link from Digistore24, which they will place on their website behind the appropriate button ("Buy now", "Order now" or something similar).

    2. If a customer decides to purchase a product on the vendor's website, the customer shall click on the corresponding button ("Buy now", "Order now" etc.). The customer shall then be redirected to an order form provided by Digistore24. In the online order process provided there, the customer shall be informed that Digistore24 is the product seller and they shall receive all legally relevant information about their order. In order to purchase the product in this order process, the customer shall provide personal information, select the payment method, provide the necessary information for this, and initiate the payment process. Digistore24 shall allow the customer to choose different payment methods. The payment recipient and billing office shall be Digistore24.

    3. Once the customer has completed the order process, Digistore24 shall purchase the product held by the vendor in its own name and for its own account from the vendor and resell it in its own name and for its own account to the customer. Digistore24 shall pay the vendor the purchase price agreed between Digistore24 and the vendor at the time the product is posted by the vendor in accordance with the provisions of this contract. The vendor shall be obliged to ship products purchased by the customer to the customer without undue delay in accordance with the shipping method selected by the customer or to provide the customer with the products in accordance with the features and characteristics of the product(s). This shall not apply insofar as a different performance period has been agreed. In this regard, the vendor shall act as vicarious agent of Digistore24 with respect to the customer.

  2. Offering products for sale via Digistore24 shall take under the following conditions:

    1. Any product registered for sale through Digistore24, the offering as well as the selling of such products through Digistore24 shall be in accordance with applicable laws and good morals.

    2. Digistore24 shall be entitled by the vendor, without further stipulation or limitation, to list and offer for sale to buyers all products registered by the vendor for sale through Digistore24 in the searchable online product marketplace of Digistore24.

    3. Digistore24 shall have the right, at its sole discretion, to reject any or all of the vendor's products and, after review, to exclude them from being sold.

    4. Digistore24 may delete or remove products from the Digistore24 marketplace list at any time, at its sole discretion, for any reason, without the guarantee of penalties or liability.

    5. The vendor shall not be entitled to provide a specific payment method. Digistore24 shall be entitled to disable one or more payment methods for individual or multiple products without giving reasons.

    6. If price increases are planned for a vendor's product over the course of a renewing subscription, the vendor shall inform the customer of the planned increase at their own initiative no later than 3 months prior to the expiration of the current contract period. This information shall also include reference to the customer's special right of termination.

    7. The vendor shall provide a valid email address via which they can be reached by Digistore24. The vendor shall respond to requests promptly no later than the end of the business day following the day of the request in a non-automated manner. The vendor shall report all complaints regarding the violation of provisions or legal violations that become known in connection with this product within two business days. This reporting obligation shall also apply to the threat of complaints.

    8. The vendor shall be obliged to regularly update their master data stored in their account (name, company, address, telephone number, email address, bank details, tax number, VAT ID). This is a principal obligation arising from the contract. In case of a culpable breach of this obligation, the vendor shall be liable for the resulting Digistore24 damage in accordance with the statutory provisions.

    9. The vendor shall support Digistore24 at their own expense by taking necessary and reasonable steps and measures to respond to support requests, complaints, and other requirements communicated to the vendor by Digistore24. In particular, this shall include responding to requests by Digistore24 within the specified time limits. If a timely response is not received, Digistore24 shall be entitled to resolve any requests itself at its reasonable discretion. Claims for damages by the vendor shall be excluded in this case.

    10. When a product or service is sold, Digistore24 shall withhold and pay any taxes (e.g. VAT and use taxes) due in accordance with applicable law to the appropriate authorities. However, if taxes due on a purchase or sale are not withheld or paid by Digistore24, this shall be the vendor's responsibility in accordance with the corresponding legal provisions, which may vary depending on the law of the respective country. If necessary, a tax advisor appointed by the vendor may determine whether a corresponding obligation exists. The vendor shall declare that if an obligation arises, then they shall assume sole responsibility for the timely payment of any taxes due. If the vendor indicates a reduced VAT rate when selling a product (e.g. e-books), then the vendor shall ensure that this product meets the requirements for the reduced VAT rate. The vendor shall indemnify Digistore24 against all claims by third parties, in particular the tax office or tax investigation authorities, including any penalties or fines, arising from a culpable misrepresentation of the tax rate.

    11. Digistore24 shall not provide any legal advice. Any information provided on help pages, in articles, and in notices merely represents the view of Digistore24 and shall not relieve the vendor of the obligation to conduct their own legal review through legal counsel of their choice.

    12. The vendor shall omit any express or implied statement that the product is recommended, endorsed or financially supported by Digistore24.

    13. Changes to already approved order forms, products, or thank you pages must be promptly and fully disclosed to Digistore24. Digistore24 shall be entitled to reject changes made by the vendor to the order forms, products, or thank you pages without stating reasons or to request their modification. If the vendor does not promptly communicate a change, Digistore24 shall be entitled to block the product without further notice. In all other respects, section 6 shall apply.

    14. The vendor shall be obliged to provide accurate and complete information about the product. This shall also include information about the applicable VAT to be displayed. The vendor shall be required to adhere to all guidelines provided by Digistore24 regarding the design of order forms. This specifically concerns guidelines regarding the unambiguousness of the characteristics of Digistore24 as a contractual partner, the information of customers in accordance with consumer protection regulations, as well as the legally compliant design of the order process.

    15. If the vendor's products are provided through the technical facilities of Digistore24, the vendor shall be obliged to inform the customers about the period of provision and about any possible quantitative limitation of the downloads on the order form. If the products are provided through the technical facilities of the vendor or a third party, the vendor shall be obliged to make the product available to the end customer for a period of at least 12 months for a number of at least 50 downloads.

    16. The vendor shall be obliged to provide all essential contractual elements (essentialia negotii) and information according to Article 246a (1) No. 1, 5-19 of the Introductory Act to the German Civil Code (EGBGB) on the order forms provided.

    17. The vendor shall be obliged to provide Digistore24 with receipts (e. g. delivery bills) for cross-border goods traffic electronically upon request. Should the vendor culpably fail to comply with this request, Digistore24 shall compensate for any losses incurred as a result.

    18. In all other respects, the current service specification of Digistore24 shall apply, which can be found at https://www.Digistore24.com/page/vendor_pricelist/1.

    19. If Digistore24 meets update obligations with regard to the contractual product from the sale of a vendor's digital product, these obligations shall also affect the vendor.

    20. The contractual partner shall be obliged to support Digistore24 in a sufficient manner in all matters relating to the customer contract. This specifically includes promptly providing evidence of the provision of services to the customer upon first request by Digistore24. This shall constitute a primary obligation of the vendor. The vendor shall be liable to the full extent of the law for any disadvantages arising from a breach of obligation by Digistore24.

    21. If the vendor offers an in-person seminar as a product, the vendor shall be required to provide evidence that the seminar was held at the designated location upon initial request by Digistore24.

    22. The contractual partner shall be solely responsible for obtaining all necessary approvals from the appropriate authorities and shall submit such approvals as part of the product approval process or upon request by Digistore24.

    23. If the customer defaults on their payments, Digistore24 shall be solely responsible for asserting the outstanding claims. The contractual partners shall be prohibited from asserting outstanding claims without the consent of Digistore24. Section 11 of this contract shall apply accordingly. Should Digistore24 assign a claim to a contractual partner, the latter shall agree to allow all payments made by the debtor to Digistore24 to have a debt-discharging effect against themselves. The contractual partner shall ensure that this provision is also passed on to third parties in the event of further assignments of receivables.

    24. If the vendor uses a Digistore24 fulfillment service for shipping, the vendor shall be responsible for paying the separately agreed costs incurred. Digistore24 shall be entitled to assign the resulting claims to third parties.

  3. Offering contracts that fall under the scope of the Distance Learning Protection Act (FernUSG) shall only be possible under the following supplementary conditions:

    1. The vendor shall be obliged to obtain the approval of the product from the competent authority. The costs of the approval shall be borne solely by the vendor. If the obligation to obtain approval is replaceable by an obligation to merely notify the competent body of the product, the product shall be reported to the competent body. Proof of approval or notification shall be provided to Digistore24 when the product is submitted for approval.

    2. Significant changes to a product, approval or notification, as well as the discontinuation of approval, shall be reported to Digistore24 with immediate effect. Digistore24 shall be entitled to temporarily discontinue further sales of the product. This shall also apply with regard to the existence of a provisional approval within the meaning of Section 12 (3) of the FernUSG.

    3. The product shall be designed as a "temporary subscription" product type. Payments may not be agreed more than 3 months in advance.

    4. If one or more provisions of Section 3 (3) (a-c) conflict with other provisions of this contract, the provisions of Section 3 (3) (a-c) shall take precedence.

Section 4 Joint venture

  1. Various vendors and/or affiliates have the option of joining forces to create a joint venture with Digistore24. The joint venture partners shall decide for themselves in what proportion the individual services are provided to each other (internal relationship). The entirety of the services provided by the joint venture partners shall be provided exclusively to Digistore24 (external relationship).

  2. The formation of a joint venture requires registration in the designated entry form at www.Digistore24.com. The joint venture partners shall undertake to provide correct and complete information as well as regularly verify the accuracy and timeliness of the information. The information entered in the back office system shall be decisive for Digistore24, especially for the payout of the purchase price and any commissions. Digistore24 shall not make any checks on the individual details.

  3. Digistore24 shall reserve the right to reject joint venture partnerships without giving reasons.

  4. The payout procedures regulated in Section 6 of these T&Cs shall apply in accordance with the ratios established within the joint venture. If claims have been assigned to individual joint venture partners in the internal relationship, the payout will be carried out by Digistore24 to the respective joint venture partner solely in the name of the assignor.

Section 5 Email dispatch

  1. Digistore24 shall not be liable for the completeness and content of any email received by the contractual partner in connection with direct or indirect advertising, the sale of a product, or the use of a Digistore24 service. This shall not apply to liability for damages resulting from injury to life, body or health caused by a negligent breach of duty by Digistore24 or an intentional or negligent breach of duty by a legal representative or vicarious agent of Digistore24.

  2. The contractual partner shall be obliged to provide information in accordance with Section 5 of the German Telemedia Act (TMG) for all emails to Digistore24 or the customer. Section 11 of this contract shall apply accordingly.

  3. The following actions shall not be permitted within the scope of the pre-contractual or contractual provision of services to customers of Digistore24, Digistore24 itself, or other third parties involved:

    1. Sending, initiating, or causing the sending of emails to individuals who have not explicitly requested to receive such messages, for example, by sending unsolicited bulk emails, sending email blasts or mass emails, or flooding public forums such as blogs, message boards, confidential lists, auction websites, as well as Oldnet, Newsnet, and Newsgroup, or other services;

    2. Sending, initiating, or causing the sending of emails to people who explicitly do not wish to receive further emails from the contractual partner or the contractual partner's company;

    3. Using false or misleading facts as defined by the Unfair Competition Act (UWG). Section 11 of this contract shall apply accordingly.

    4. the use of mousetraps or windows that are only ever displayed by opening new windows or that can no longer be closed;

    5. the omission of a functioning reply address (or a functioning hyperlink) in the email address, via which the recipient can indicate that they do not wish to receive any further emails from the contractual partner for at least 30 days after the email has been sent. If mandatory statutory provisions stipulate a longer period for the functioning of the link or the reply address, these shall apply accordingly.

  4. The contractual partner shall refrain from all criminal acts, as well as acts contrary to good morals.

Section 6 Termination / Blocking

  1. Digistore24 shall have the right, at its own discretion, to temporarily or permanently and without notice, block the customer accounts of the contractual partner if there is reason to believe that the contractual partner is involved has engaged in or is participating in any of the following:

    1. Sending unsolicited advertisements (spam) and other unfair sales activities or data collection (e.g. fishing, etc.);

    2. All criminal acts against Digistore24, end users, or involved third parties;

    3. Infringement of third-party intellectual property rights;

    4. deliberately false or misleading statements that violate consumer protection rights as well as competition rights;

    5. deliberately making false or misleading statements to Digistore24;

    6. Statements of fact or insinuations in public that are likely to impair and/or damage the reputation of Digistore24, irrespective of their truthfulness;

    7. discriminatory, offensive, and punitive statements made to customers during the provision of services by the vendor;

    8. inciting customers or involved third parties to engage in criminal activity;

    9. Failure to comply with the policies set forth by Digistore24;

    10. willful alteration and removal of content specified by Digistore24 on Digistore24 order forms, as well as the unauthorized inclusion of materials on order forms in which third-party rights exist;

    11. Misleading customers by manipulating the order process.

  2. The parties shall determine a notice period of 4 weeks for ordinary terminations. If the contractual partner cannot reasonably be expected to terminate the contract within this period, it may be extended to a more reasonable period.

  3. The right to extraordinary termination without notice shall remain unaffected.

  4. In the event of an extraordinary termination reason for Digistore24, Digistore24 shall exclude the contractual partner from accessing Digistore24 services. Upon such termination, the contractual partner shall immediately cease using all Digistore24 services.

  5. Extraordinary termination by Digistore24 shall require prior warning by Digistore24. This warning letter may be sent via email. The warning shall not be required if the purpose of the warning appears to be impaired and/or unsuccessful by the vendor's conduct. The regulations for extraordinary termination shall remain unaffected.

  6. A continued infringement shall be deemed to have occurred if the vendor, after having remedied the infringement in the meantime, once again engages in the same or similar conduct.

  7. The vendor shall be strictly prohibited from making any adjustments to the payment plans displayed on the order forms and/or upsell pages by the system via CSS code or any other technical means of influence. Any violation shall entitle Digistore24 to immediate termination and immediate blocking of the vendor's account. Section 11 of this contract shall apply accordingly.

Section 7 Conclusion of contract sale / invoicing / payment rules

  1. At the time the purchase agreement between Digistore24 and the end customer is concluded, Digistore24 shall purchase the product posted by the vendor on Digistore24 from the vendor as described in clause 3.1. Digistore24 shall pay the vendor a purchase price for the products sold to customers, calculated as follows: the vendor sets a suggested sales price in their account to be the net sales price. The purchase price that Digistore24 pays to the vendor is calculated from this non-binding recommended retail price plus the specific VAT incurred for the sale to the customer ("sales price"), minus the Digistore24 margin according to the current price list of Digistore24 or an individual agreement with the vendor regarding the specific product, and minus any applicable commission for the affiliate. The vendor shall also have the option of setting the specified sales price as the gross price. The net sales price, which is used as the basis for calculating payouts and commission, shall then correspond to the gross price minus the VAT to be paid in the individual case.

  2. The payment of the purchase price to the vendor shall cover the following services:

    1. Purchase of the product by Digistore24;

    2. Delivery of the product to the customer by the vendor;

    3. Licensing and delivery to the customer (e.g. for download products);

    4. Provision of access to customers for member areas;

    5. Updating of the products as defined in Section 3 (2) (s) of this contract;

    6. Performance of the service/seminar to the customer;

    7. Intermediary services of the vendor;

    8. First level support (answering user questions, providing help pages);

    9. For physical products: production, storage, and shipping of the product;

    10. For digital products: production, provision, and maintenance of the product;

    11. For services and seminars: planning, organization, and implementation of the service / seminar.

    12. All applicable maintenance, servicing, updating, administrative, and other incidental expenses of the vendor.

  3. Digistore24 shall only indicate the applicable VAT on invoices if the contractual partner has communicated the valid Digistore24 in a timely manner to Umsatzsteuer-Id before invoicing. There shall be no subsequent claim for correction of the invoice.

  4. Digistore24 shall reserve the right to make payouts only to contractors who have provided a valid tax number or Umsatzsteuer-Id and a valid telephone number.

  5. The contractual partner shall be obliged to notify Digistore24 immediately of any changes of address, company name or other similar changes that are related to the contractual partner's details required for the performance of the contract. Should the vendor fail to promptly notify any material changes, Digistore24 may act in its sole discretion within the meaning of Sections 6 and 11 of this contract.

  6. As a general rule, Digistore24 shall pay 90% of the purchase price to the contractual partner on the earliest available payout date, but no earlier than 14 days after the successful transaction, subject to payment by the customer. The remaining 10% shall be paid out as a security deposit after 60 days. Digistore24 shall reserve the right to extend the payout of the 90% of the purchase price for the products purchased by Digistore24 from the contractual partner to 30 days if the product price exceeds €300. Digistore24 shall reserve the right, at its own discretion, to withhold payouts of the purchase price to the contractual partner in whole or in part in cases of suspected illegal or contractually non-compliant activities, as well as in the sale of products with malfunctions, insufficient product access, or inadequate support. The contractual partner shall be informed by Digistore24 of the circumstances leading to such retention.

  7. If Digistore24 terminates the contractual relationship with the vendor or suspends the vendor from further sales, Digistore24 shall be entitled to withhold outstanding payments for a further 3 months and to offset them against the withheld amount with refund claims from customers and any expenses for legal action. Further claims for damages shall remain unaffected by this.

  8. If repayments are still due after the three-month period, Digistore24 shall withhold a reasonable amount for an additional three months.

  9. If insolvency proceedings have been opened against the contractual partner, Digistore24 shall be entitled to withhold all payouts from the date the proceedings were opened until final release by the insolvency administrator or until the insolvency proceedings have been concluded.

  10. Purchase price payments by Digistore24 to the vendor shall be made starting from a minimum amount of €50. If this minimum amount is not reached, the purchase price shall be withheld until the minimum amount is reached. If the contractual relationship between Digistore24 and the contractual partner is terminated before reaching the minimum amount, a payment shall be made even if it's under €50.

  11. The claim for payment of the purchase price pursuant to Sections 6.5 and 6.6 shall arise under the suspensive condition of full payment of the purchase price by the customer to Digistore24. The payout amount to the vendor shall be reduced accordingly if only partial payments or installments are paid by the customer.

  12. The amount of the affiliate's commission shall depend on the marketed product and shall be agreed individually. Digistore24 shall pay out commissions accrued on a weekly, bi-weekly or monthly basis depending on the individual agreement.

  13. It shall be assumed that there is an affiliate marketing arrangement if the contract between the customer and Digistore24 is concluded no later than 6 months after the respective affiliate link for the purchased product is clicked by the customer. All tracking data between the affiliate link and the conclusion of the contract shall be deleted after 6 months by Digistore24.

  14. Section 2 (9) shall apply regarding the payout of the commission to the affiliate.

  15. The commission claim of the contractual partner shall arise upon receipt of the purchase price by Digistore24. If only a portion of the purchase price is received, the commission claim shall correspond to the ratio of the received amount. The commission claim shall expire if the underlying purchase contract is reversed, and Digistore24 refunds the purchase price to the buyer. If the contractual partner has already received the commission at the time of the reversal, they shall be obliged to reimburse it. Digistore24 shall be entitled to offset this repayment amount against current commissions (offset).

  16. The contractual partner shall be obliged to check settlements, statements or overviews as soon as they become available. Objections to the content accuracy must be raised within a maximum of 60 days, at least in written form. If the contractual partner does not contest errors in a credit note or invoice within 60 days of it being issued, the credit note or invoice shall be deemed to have been approved. Further complaints shall then be excluded. In particular, the contractual partner shall have the obligation to regularly check the credit notes and invoices in the Digistore24-back office.

  17. The contractual partner shall agree that the invoices are sent in electronic format only.

Section 8 Property rights

  1. The contractual partner shall not be permitted to use any names, trademarks, service marks, or other intellectual property rights of Digistore24 in any form that implies an association with or endorsement by Digistore24 without express prior written permission from Digistore24.

  2. Permission granted by Digistore24 may be withdrawn at any time.

  3. Digistore24 shall grant the contractual partner limited revocable permission to use the names Digistore24 and Digistore24.com exclusively in the following manner:

    1. as a watermark;

    2. in a description text of a web page as a keyword;

    3. as a search term;

    4. Seeding element on an online search engine;

    5. in metatext or in a hidden text;

    6. as a second or third level subdomain or domain name;

    7. to identify products or in connection with advertising.

  4. The vendor shall guarantees Digistore24 that they are the owner of all rights to the product and the owner of all rights to marketing materials supplementing this product, such as product descriptions, product information, customer reviews, images, and other vendor materials (hereinafter referred to as the "work").

  5. During the collaboration, the vendor shall grant Digistore24 a free, non-exclusive, irrevocable, worldwide right to use and exploit the work comprehensively, particularly for the purpose of commercial marketing. This granting of rights shall expressly include all forms of offering and promoting the products online, especially integration within paid/free online services, price comparison engines, blogs, and websites.

  6. If the product or work offered is a digital product, the vendor shall also grant Digistore24 the following additional rights of use:

    1. the authorization to allow the customer to permanently store the work;

    2. the right of reproduction, public communication, and distribution, i.e. the right to reproduce and make publicly available or publicly reproduce the work using any technical means, including but not limited to digital integration within the framework of the Digistore24 website;

    3. the right to make the work available on demand, i.e. the right to store the work, to make it available to the public, to transmit it to one or more persons requesting it, and access to analog and digital electronic databases, electronic data networks and networks of telecommunications services;

    4. the right of communication to the public;

    5. the right to modify and edit the work while preserving the copyright, either themselves or through third parties, especially for the purpose of integration into the website of Digistore24.

  7. The vendor shall grant Digistore24 the right to use the respective title of the works as well as names, logos, illustrations, trademarks and company logos of both the vendor and the author of the work with regard to the performance of this contract, including expressly for advertising purposes.

  8. The vendor shall also grant Digistore24 the right to grant sublicenses with respect to the rights of use granted above.

Section 9 Data protection and confidentiality obligation

  1. As part of the collaboration, the contractual partner may have access to confidential information. In this context, confidential information shall include, among other things, the identities of other contractual partners, buyer information, physical security and data security information, technical data, Digistore24 marketplace statistics and sales data, know-how, business process information, methods, and marketing strategies. The contractual partner shall not disclose such confidential information to others or use it for their own benefit or the benefit of another person, except as required to fulfill their obligations within the scope of the collaboration or with express prior written permission from Digistore24.

  2. Confidential information must not be used to encourage Digistore24 customers to use other services or promote the sale of products that directly or indirectly compete with Digistore24 or the Digistore24 services, including the marketplace function.

  3. All suggestions, submissions, comments, ideas, concepts, informational materials, and feedback transmitted by the contractual partner to Digistore24 shall be deemed non-confidential. The contractual partner shall grant Digistore24 and its licensees a worldwide, perpetual, non-exclusive, royalty-free, and transferable license with the right to sublicense, reproduce, publicly display, distribute, perform, transmit, modify, adapt, revise, alter, publish, sell, commercially exploit, use, or disclose such non-confidential information for any purpose and in all forms and currently known media.

  4. The contractual partner shall refrain from disclosing any access data to technical facilities, profiles, or other password-protected accesses within Digistore24. If the unauthorized disclosure of access data causes damage to the contractual partner or Digistore24, the contractual partner alone shall be obliged to remedy such damage.

  5. The contractual partners shall be obliged without undue delay, but no later than the commencement of business activities via the Digistore24 access that has been set up, to secure all available password-protected Digistore24 access by means of the two-factor authentication provided.

Section 10 Digicalls24

  1. The vendor shall have the option of using the "Digicalls24" tool. This allows the vendor to send an order for the conclusion of a contract to Digistore24 via the order form on behalf of a prospective customer, specifying the prospective customer's personal data (name, telephone number, email address, address).

  2. The vendor shall undertake to

    1. contact prospective customers by telephone or electronic means for advertising purposes only after obtaining valid prior consent for such contact. The vendor shall also commit to complying with the provisions of the German Unfair Competition Act (UWG) and the General Data Protection Regulation (GDPR) and

    2. disclose to the prospective customer that a contract shall be concluded solely between the prospective customer and Digistore24; and

    3. disclose to the prospective customer that, when placing an order using the prospective customer's personal data, the vendor is acting on behalf of and as a representative of the prospective customer.

  3. The vendor shall undertake to document the prior express consent of the prospective customer to telephone or electronic contact in an appropriate form at the time it is given and to retain it for five years.

Section 11 Indemnification

  1. The contractual partner shall indemnify and hold Digistore24 harmless against claims for damages and liability claims, demands, and costs (including the costs of legal clarification and defense, as well as reasonable attorney's fees and litigation and court costs) in the event that claims are made against Digistore24 related to the use of the Digistore24 services by the contractual partner and/or the products or promotions. This shall not apply if the contractual partner can demonstrate that they are not responsible for the damage.

  2. The contractual partner shall indemnify and hold Digistore24 harmless against any and all claims for damages and liability claims, demands, and costs (including the costs of legal clarification and defense, as well as reasonable attorney's fees and litigation and court costs) that a third party asserts against Digistore24 due to a defect in the product. This shall not apply if the contractual partner can demonstrate that they are not responsible for the damage.

  3. In the event that the aforementioned claims are due to the fact that the contractual partner is undertaking or has been involved in actions in breach of contract, Digistore24 shall be entitled to offset any payment claims existing in favor of the contractual partner against the aforementioned indemnification claims and to retain the respective payments.

  4. The contractual partner shall indemnify and hold Digistore24 harmless against any and all claims for damages and liability claims, demands, and costs (including the costs of legal clarification and defense, as well as reasonable attorney's fees and litigation and court costs), including fines imposed by authorities, in the event that claims are asserted against Digistore24 in connection with the violation of obligations under this contract, obligations under competition law, obligations under data protection law, or the infringement of third-party intellectual property rights of any kind by the contractual partner.

  5. If an obligation arising from this contract is culpably breached by the contractual partner, Digistore24 shall be entitled to demand an appropriate contractual penalty from the contractual partner. The amount of the contractual penalty shall be determined by Digistore24 at its reasonable discretion for each breach of duty. The contractual partner may have the appropriateness of the contractual penalty reviewed by the competent court.

Section 12 Availability and limitation of liability

  1. Digistore24 shall provide the contractual partner with various information and other services for temporary use. The content and scope of the services shall be determined based on the respective contractual agreements, and otherwise based on the functionalities currently available on the portal.

  2. The available services may also include third-party services to which Digistore24 merely provides access. The use of such services may be subject to different or additional provisions from these terms of use. Moreover, the entitlement to use the available services shall only exist within the scope of the technical and operational capabilities of Digistore24. Digistore24 shall strive to ensure that the usability of these services is as uninterrupted as possible. However, technical malfunctions (such as power supply interruptions, hardware and software failures, technical problems in data lines) may cause temporary limitations or interruptions.

  3. The liability of Digistore24 for any legal reason shall be excluded, unless it concerns the breach of an obligation the fulfillment of which facilitates the performance of the contract and on the fulfillment of which the contractual partner can regularly rely ("essential contractual obligation"), as well as for damages resulting from the violation of life, body, or health. In these cases, Digistore24 shall be liable without limitation.

  4. The limitations of liability set forth in Section 10.3 of these T&Cs shall apply accordingly in favor of Digistore24's employees, agents, and vicarious agents.

  5. In all other respects, the the duty of subrogation shall be limited to foreseeable damages. The exclusion of liability for Digistore24, if legally permissible, shall particularly apply to system failures and associated loss of revenue or commission. In the event of liability due to a system failure, the liability shall be limited to the recovery costs that would be incurred if the contractual partner had properly backed up their data. This shall apply especially to system failures that occur during testing and maintenance work.

  6. For testing and maintenance work that has been announced to the contractual partner at least 1 working day before the start of the measures, liability for loss of commissions shall be excluded.

  7. Similarly, Digistore24 shall not be liable in case of losses of revenue or commission resulting from a tracking error.

Section 13: Reference naming by Digistore24

  1. The contractual partner shall grant Digistore24 the right, within the scope of commercial activities, regardless of transmission, carrier, and storage techniques, to use the contractual partner's company logo to reference them as a customer.

  2. This right shall be limited in time to the duration of the contract, unrestricted in terms of content and scope, and shall include the right to describe the services of Digistore24, including any literal quotations contained therein, in whole or in part. This shall also include the use of the contractual partner's name, logo, and trademark for advertising purposes, particularly in electronic media.

  3. The contractual partner may revoke this consent for good cause. The revocation must be made at least in written form.

Section 14 Final provision

  1. The place of performance for all claims arising from the contractual relationship shall be Hildesheim.

  2. Insofar as the contractual partner is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special public fund, Hildesheim shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

  3. Digistore24 shall reserve the right to pursue any claims under this contract in court.

  4. Amendments to this contract must be announced to the contractual partner in written form. The contractual partner shall be exempt from the obligation to respond to the amendment. The amendment shall enter into force upon expiry of the period noted in the announcement.

  5. The contractual partners shall be obliged to identify themselves upon request by means of an official identification document. Until identification is provided, Digistore24 shall be entitled to suspend the respective accounts for payouts, sales, and affiliate activities.

  6. German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

  7. The contract language shall be German.

  8. Amendments to the contract must be made in written form. To waive the requirement of written form, written form shall be necessary.