General Terms and Conditions B2B of Digistore24 GmbH

Digistore24 GmbH General Terms and Conditions for Vendors and Affiliates

Preamble

Digistore24 GmbH (hereinafter referred to as “Digistore24”) offers products and services via the sales platform www.Digistore24.com (hereinafter referred to as “sales platform”). The online order process enables end customers to purchase software, services, and other goods (hereinafter referred to as “products”) from Digistore24. In addition, the sales platform enables product providers or third-party advertisers (hereinafter referred to as “affiliates”) to advertise products of a product provider (hereinafter referred to as “vendor”; affiliate and vendor are hereinafter also referred to as “contractual partner”) via the internet, to review them, or to otherwise generate interest in the respective product (hereinafter referred to as “affiliate program”). If an end customer decides to purchase a product, Digistore24 shall purchase the vendor’s product from the vendor in its own name and for its own account and shall resell it to the end customer in its own name and for its own account. The contract for the purchase of the product shall always be concluded between the end customer and Digistore24 and simultaneously betweenDigistore24and the vendor. No contractual relationship shall exist 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-Str. 32, 31139 Hildesheim and the vendor of goods and services, the resale of these products to the end customer as well as the legal relationship between Digistore24 and affiliates as part of the affiliate program. The contract shall be exclusively addressed to entrepreneurs within the meaning of section 14 of the German Civil Code (hereinafter referred to as “entrepreneur”), whereby an entrepreneur is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts for the purpose of exercising their commercial or independent professional activity. The use of a non-real person description deviating from these T&Cs shall be prohibited.

1.2

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

1.3

If the contractual partner confirms that they have read and agreed to the T&Cs of this contract by checking a box as part of the registration process with Digistore24, use of Digistore24’s services shall be subject to this contract. Pursuant to these T&Cs, Digistore24 shall grant the contractual partner a non-exclusive, revocable, non-sublicensable, worldwide license to use this distribution platform, including the website servers, computers, and networks available at the address www.Digistore24.com, used to provide this website for the purposes of these T&Cs.

Section 2 Affiliate Program

2.1

Within the framework of the affiliate program, affiliates may advertise a product and thereby promote the sales of a product (“promotion”). In return, the affiliate shall receive a commission determined on a case-by-case basis for the respective product from Digistore24. Running a promotion with the purpose of receiving a share of the sales price (commission) generated by the promotion and using Digistore24’s services or any other online or offline channel or medium for this purpose shall be subject to these T&Cs.

2.2

In respect of the advertised products, no services beyond the return or revocation provisions of Digistore24 shall be offered by the affiliate, either explicitly or implicitly, without the prior written consent of Digistore24.

2.3

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

2.4

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

2.5

The affiliate shall be responsible for controlling the data of the affected people who use the link. The affiliate shall be obliged to exercise the rights of data subjects (in particular information pursuant to Articles 12 & 13 of GDPR) and to place a relevant notice near the link.

2.6

The contractual partner shall refrain from unauthorized and unlawful 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.

2.7

The contractual partner shall refrain from the following actions:

a.

Advertising violence;

b.

Advertising sexually explicit content;

c.

Advertising alcohol, tobacco, and medicines;

d.

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;

e.

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

f.

Use of the affiliate system as a discount system;

g.

Advertising products using unfair, illegal, or immoral methods.

2.8

In the event that the contractual partner advertises a product as an affiliate, the contract for the purchase of the product by the end customer shall also be concluded between Digistore24 and the end customer. In this case, the affiliate shall only be remunerated for its affiliate activity. This remuneration shall be calculated as a percentage of the price paid by the end customer to Digistore24. Commission may also consist of a fixed amount. Payment shall take place according to the provisions of section 7 of this contract.

2.9

If a natural person or legal entity acts as an affiliate while simultaneously profiting indirectly or directly in any other way from a transaction, distribution 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 said company.

2.10

The vendor shall be entitled to make specifications regarding implementation of advertising measures by affiliates. These specifications shall become a direct part of the contract between Digistore24 and the relevant affiliate. Sections 6 and 11 of this contract shall apply accordingly.

Section 3 Product Sales

3.1

Offering products for sale through Digistore24 shall proceed as follows:

a.

The vendor shall create an account on www.Digistore24.com, describe its product or, in the case of software, upload it if necessary. They shall then receive a link from Digistore24, which they store on their website behind the corresponding button (“buy now”, “order now” or similar).

b.

If an end customer decides to buy a product on the vendor’s website, the end customer simply clicks on the corresponding button (“buy now”, “order now” or similar). The end customer is then redirected to an order form provided by Digistore24. In the online order process provided there, the end customer shall be informed that Digistore24 is the seller of the product and receive all the legal information relevant to their order. To purchase the product in this order process, the end customer must provide personal information, select a payment method, provide the necessary details, and initiate the payment process. Digistore24 shall allow the end customer to choose different payment methods. The payment recipient and billing office shall be Digistore24.

c.

As soon as the end customer has completed the order process, Digistore24 shall purchase the vendor’s product from the vendor in its own name and for its own account via email or interface to the vendor’s system and shall resell it to the end customer in its own name and for its own account. Digistore24 shall pay the purchase price agreed between Digistore24 and the vendor at the time the vendor placed the product on the market in accordance with the provisions of this contract. The vendor shall be obliged to ship purchased products to the customer without undue delay using the shipping method selected by the customer, or to make the products available to the customer as appropriate to the characteristics and features of the product(s). This shall not apply if a different service time has been agreed upon. In this regard, the vendor shall act as Digistore24's vicarious agent with respect to the customer.

3.2

Offering products for sale via Digistore24 shall be subject to the following T&Cs:

a.

Offering and selling products registered for sale via Digistore24 shall be in accordance with the law and good morals.

b.

Digistore24 is authorized by the vendor, without further conditions or restrictions, to list and offer for sale all products registered by the vendor for sale via Digistore24 in Digistore24's searchable online product marketplace.

c.

Digistore24 shall have the right, at its sole discretion, to reject any or all of the vendor's products as part of the product approval process and, after review, to exclude such products from sale.

d.

Digistore24 may, at any time and at its sole discretion and without stating reasons, delete and remove products from the Digistore24 marketplace without any guarantee of penalties or liability.

e.

The vendor shall have no claim to the availability of a certain payment method. Digistore24 shall be entitled to deactivate one or more payment methods for individual or several products without stating reasons.

f.

Should price increases be planned for a vendor’s product as part of a renewing subscription, the vendor shall inform the customer of the planned increase at its own initiative no later than 3 months before the end of the current contract period. This information shall also include a reference to the end customer's special right of termination.

g.

The vendor shall provide a valid email through which it can be reached by Digistore24. The vendor shall respond to inquiries promptly, but no later than by the end of the business day following the day of the inquiry, in a non-automated manner. The vendor shall report any complaints of 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 such complaints.

h.

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

i.

The vendor shall support Digistore24 at its 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 deadlines. In the absence of a timely response, Digistore24 shall be entitled to decide on any requests itself at its own reasonable discretion. In this case, claims for damages by the vendor shall be excluded.

j.

When a product or service is sold, Digistore24 shall withhold any taxes (e.g., VAT and use taxes) due in accordance with the applicable statutory provisions and shall pay such taxes to the competent authorities. However, if taxes due on a purchase or sale are not withheld or remitted by Digistore24, this shall be the responsibility of the vendor in accordance with the relevant applicable statutory provisions, which may vary depending on national law. If applicable, a tax advisor appointed by the vendor may determine whether a corresponding obligation exists. The vendor agrees that if an obligation, if any, arises, it shall be solely responsible for the timely payment of any taxes due. If the vendor specifies a reduced VAT rate when selling a product (e.g., e-books), the vendor shall guarantee that this product meets the requirements for having the reduced VAT rate. The vendor shall indemnify Digistore against all claims of third parties, in particular the tax office or the authorities of the tax investigation including any penalties or fines, arising from a culpable misstatement of the tax rate.

k.

Digistore24 shall not provide any legal advice. Any information provided on help pages, in articles, and in reports merely represents the view of Digistore24 and shall not relieve the vendor of its obligation to conduct its own legal checks using a legal counsel of its choice.

l.

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

m.

Digistore24 must be notified immediately and in full of any changes to order forms, products or thank you pages, including those that have already been approved. 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 demand changes. Should the vendor fail to notify a change without undue delay, Digistore24 shall be entitled to block the product without further notice. Section 6 shall apply in all other respects.

n.

The vendor shall be obliged to provide correct and complete information about the product. This also includes information on the VAT to be displayed. The vendor shall be obliged to follow all specifications of Digistore24 regarding the layout of order forms. This applies in particular to specifications regarding the unambiguousness of the characteristics of Digistore24 as a contractual partner, the clarification of customers within the framework of consumer law specifications as well as the legally compliant structuring of the order process.

o.

If the vendor’s products are provided using technical facilities of Digistore24, the vendor shall be obliged to inform end customers about the period of provision and about any restriction on the number of downloads on the order form. If the products are provided using 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 and for at least 50 downloads.

p.

The vendor shall be obliged to indicate all essential elements of the contract (essentialia negotii) and information in accordance with Article 246a (1) no 1, 5-19 of the Introductory Act to the German Civil Code (EGBGB) on any order forms that have been created.

q.

The vendor shall be obliged to electronically transmit documents (e.g., delivery notes) for cross-border goods traffic to Digistore24 upon request. If the vendor negligently fails to comply with this request, Digistore24 shall be compensated for any resulting damages.

r.

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

s.

If Digistore24 is required to update obligations with regard to the contractual product as a result of the sale of a vendor’s digital product, these obligations shall also apply to the vendor.

t.

The contractual partner shall be obliged to support Digistore24 in a sufficient manner in all matters relating to the end customer contract. In particular, this includes the immediate proof of performance of the service to the end customer upon first request by Digistore24. This is a primary obligation of the vendor. The vendor shall be liable to the extent provided by law for any disadvantages incurred by Digistore24 due to a failure to comply with its obligations.

u.

The contractual partner shall be solely responsible for obtaining all necessary approvals for the respective competent authorities and shall submit them as part of the product approval or upon request by Digistore24.

v.

If the end customer defaults on payments, Digistore24 shall be solely responsible for pursuing outstanding claims. The contractual partners shall be prohibited from asserting outstanding claims without Digistore24's consent. Section 11 of this contract shall apply accordingly. If Digistore24 assigns 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 it. The contractual partner shall ensure that this provision is also passed on to third parties in the event of further assignments of claims.

3.3

Offering contracts that come under the scope of the Distance Education Protection Act (FernUSG) is only possible under the following supplementary conditions:

a.

The vendor shall be obliged to obtain product approval from the competent authority. The costs of obtaining such approval shall be borne exclusively by the vendor. If the obligation to obtain approval can be replaced by an obligation to merely notify the competent body, the vendor shall notify the competent body instead. Approval or notification must be demonstrated to Digistore24 when requesting approval for the product.

b.

Substantial changes to a product, approval, or notification, as well as the cessation of such approval, shall be notified to Digistore24 immediately. Digistore24 shall be entitled to temporarily suspend the further sale of the product. This shall also apply with regard to the existence of a provisional approval pursuant to Section 12 (3) FernUSG.

c.

The product shall be designated as a “temporary subscription” product type. Payments may not be agreed for a period longer than 3 months in advance.

d.

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 Ventures

4.1

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

4.2

The formation of a joint venture requires registration in the designated input mask at www.Digistore24.com. The joint venture partners shall undertake to provide correct and complete information. They shall also undertake to regularly check that the information is correct and up to date. The information provided in the mask in the back office shall be binding for Digistore24, in particular for the payment of the purchase price and any commissions. Digistore24 shall not carry out any checks of the individual details.

4.3

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

4.4

The payout modalities set forth in section 6 of these T&Cs shall apply in accordance with the relationships defined in the joint venture. If claims have been assigned internally to individual joint venture partners, payment shall be made by Digistore24 to the respective joint venture partner exclusively on behalf of the assignee.

Section 5 Sending Emails

5.1

Digistore24 shall not be liable for the completeness and content of an email received by the contractual partner in connection with direct or indirect advertisements, 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, which are based on a negligent breach of duty by Digistore24 or an intentional or negligent breach of duty by a legal representative or vicarious agent of Digistore24.

5.2

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

5.3

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

a.

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

b.

Sending, initiating, or causing the sending of emails to persons who explicitly do not wish to receive any further emails from the contractual partner or the contractual partner’s company;

c.

The use of false or misleading facts within the meaning of the Act Against Unfair Competition (UWG). Section 11 of this contract shall apply accordingly;

d.

The use of mousetraps or windows that are only ever displayed by opening new windows or that cannot be closed;

e.

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.

5.4

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

Section 6 Termination/Blocking

6.1

Digistore24 shall be entitled, at its sole discretion, to block the contractual partner’s customer accounts temporarily or permanently without notice if there is a reason to believe that the contractual partner is involved in the following acts or is complicit in the same:

a.

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

b.

All criminal acts against Digistore, end customers, or involved third parties

c.

Infringement of third-party property rights

d.

Deliberately false or misleading statements that violate consumer protection laws as well as competition laws

e.

Knowingly making false or misleading statements to Digistore24

f.

Statements of fact or insinuations in public that are likely to affect and/or damage the reputation of Digistore24, regardless of their truthfulness

g.

Discriminatory, offensive, and punitive statements made to end customers during the vendor's performance of services

h.

Inciting end customers or involved third parties to criminal behavior

i.

Failure to comply with the guidelines set by Digistore24

j.

intentional alteration and removal of content specified by Digistore24 on Digistore24's order forms as well as unauthorized insertion of materials on order forms to which third-party rights exist

k.

Misleading customers by manipulating the order process

6.2

With regard to ordinary termination, the parties shall determine a notice period of 4 weeks. If the contractual partner cannot reasonably be expected to terminate within this period, it may be extended to a reasonable period.

6.3

The right to extraordinary termination without notice shall remain unaffected.

6.4

In the event of an extraordinary reason for termination for Digistore24, Digistore24 shall prevent the contractual partner from access to Digistore24 ’s services. In the event of such a termination, the contractual partner shall immediately cease using all Digistore24 services.

6.5

Extraordinary termination by Digistore24 requires a prior warning by Digistore24. The warning can be sent by 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 provisions on extraordinary termination shall remain unaffected.

6.6

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

6.7

The vendor shall be strictly prohibited from making any adjustments to the payment plans on the order forms and/or upsell pages on the system via CSS code or any other technical means of influence. Any infringement shall entitle Digistore24 to terminate the contract without notice and to immediately block the vendor's account. Section 11 of this contract shall apply accordingly.

Section 7 Conclusion of contract sale/invoicing/payout rules

7.1

At the time when the purchase contract between Digistore24 and the end customer is concluded, Digistore24 shall purchase the product placed 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 the end customers, calculated as follows: the vendor shall set a recommended retail price in its account. The purchase price paid by Digistore24 to the vendor shall be calculated based on this recommended retail price plus the VAT incurred for the sale to the end customer (“sales price”) minus Digistore24’s margin in accordance with Digistore24's current price list or individual contract with the vendor with regard to the specific product and minus any commission payable to the affiliate. The vendor shall also have the option to set the specified sales price as a gross amount. The net sales price on which the payouts and commission calculations are based shall then correspond to the gross price minus the VAT to be paid in each case.

7.2

The following services shall be considered to be settled upon payment of the purchase price to the vendor:

a.

For physical products: Purchase of the product by Digistore24 Delivery of the product to the end customer by the vendor

a.

For digital products:

i. Licensing and delivery to the end customer (e.g., download products)

ii. Granting of access to the end customer in member areas

iii. Updating of the products within the meaning of section 3 (2) of this contract.

a.

For services/seminars:

i. Performance of the service/seminar for the end customer

d.

Additionally for all services:

i. Intermediary services of the vendor

ii. First-Level support (answering end user questions, providing help pages)

7.3

Digistore24 shall only show the applicable VAT on invoices if the contractual partner has notified Digistore24 of the valid VAT ID in due time prior to invoicing. There shall be no subsequent claim to correction of the invoice.

7.4

Digistore24 shall reserve the right to only payouts to contractual partners who have provided a valid tax number of VAT ID and a valid telephone number.

7.5

The contractual partner shall notify Digistore24 without undue delay of any changes of address, company name, or other similar changes in connection with the contractual partner's details required for the performance of this contract. If the vendor fails to notify Digistore24 without undue delay of any material changes, Digistore24 may act at its own discretion in accordance with sections 6 and 11 of this contract.

7.6

As a general rule, Digistore24 shall pay 90% of the purchase price to the contractual partner on the next possible payment date, at the earliest 14 days after a successful transaction, subject to payment by the end customer. 10% shall be paid as a security deposit after 60 days. Digistore24 shall reserve the right to extend the payment of 90% of the purchase price for products purchased by Digistore24 from the contractual partner to 30 days if the price of the product exceeds €300. Digistore24 shall reserve the right to withhold payments of the purchase price to the contractual partner in whole or in part, at its own discretion, in the event of suspicion of any illegal acts or acts contrary to the contract, as well as in the event of selling products with malfunctions, insufficient product access, or a lack of support. The contractual partner shall be informed by Digistore24 of the circumstances leading to such a retention. Should Digistore24 terminate the contractual relationship with the vendor or block the vendor from making further sales, Digistore24 shall be entitled to withhold outstanding payouts for another 3 months and to offset them against the withheld amount with repayment claims of customers as well as possible expenses for legal prosecution. Further claims for damages shall remain unaffected. Should repayments still be due after the three-month period has expired, Digistore24 shall withhold a reasonable amount for another three months.

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

7.7

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 the minimum amount is reached, payment shall be made below €50.

7.8

The claim to payout of the purchase price in accordance with 6.5 and 6.6 shall arise under the condition precedent of full payment of the purchase price by the end customer to Digistore. The amount payable to the vendor shall be reduced accordingly if partial payments or installments are paid by the end customer.

7.9

The amount of commission the affiliate shall receive depends on the marketed product and is agreed individually. Digistore24 shall pay out commissions accrued on a weekly, bi-weekly, or monthly basis, depending on the individual contract.

7.10

Marketing by the affiliate shall be deemed to have taken place if the conclusion of the contract between the end customer and Digistore24 takes place no later than 6 months after the end customer clicked on the respective affiliate link to the purchased product. All traceability data between the affiliate link and the conclusion of the contract shall be deleted by Digistore24 after 6 months.

7.11

Section 2 (9) shall apply with regard to the distribution of commission to the affiliate.

7.12

The contractual partners's entitlement to commission shall arise upon receipt of the purchase price by Digistore24. If only part of the purchase price is received, the commission shall be in proportion to the amount received. The claim for commission shall expire if the underlying purchase contract is reversed and Digistore24 repays the purchase price to the buyer. If the contractual partner has already received the commission at the time of the cancellation, they shall be obliged to refund it. Digistore24 shall be entitled to offset this repayment amount against current commissions (offset).

7.13

The contractual partner shall be obliged to check settlements, statements, or overviews immediately after they become available. Objections to the correctness of the content must be raised at least in written form within 60 days at the latest. If the contractual partner does not complain about errors in a credit note or invoice within 60 days of the issue date, the credit note, or invoice shall be deemed to have been approved. Further complaints shall then be excluded. In particular, the contractual partner shall be obliged to regularly check the credit notes and invoices in the Digistore24 back office.

7.14

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

Section 8 Property rights

8.1

The contractual partner shall not be permitted to use names, trademarks, service marks or other intellectual property rights of Digistore24 in any form implying association with or approval by Digistore24 without the express prior written consent of Digistore24.

8.2

Authorization granted by Digistore24 may be withdrawn at any time.

8.3

Digistore24 shall grant limited revocable authorization to the contractual partner to use the name Digistore24 and Digistore24.com exclusively in the following manner:

a.

As a watermark

b.

In the description text of an online page as a keyword

c.

As a search term

d.

Seeding element in an internet search engine

e.

In metatext or in a hidden text

f.

As a second or third-level subdomain or domain name

g.

To identify products or in connection with advertising

8.4

The vendor shall guarantee Digistore24 that they are the owner of all rights to the product and the owner of all rights to the marketing materials included in this product, such as product descriptions, product information, customer reviews, images, and other materials of the vendor (hereinafter “the work”).

8.5

The vendor shall grant Digistore24 a royalty-free, non-exclusive, irrevocable, worldwide right for the duration of the cooperation to use and utilize the work comprehensively, in particular for the purpose of commercial marketing. This granting of rights shall expressly include all forms of offering and advertising the products online, in particular integration within paid/free online services, price search engines, blogs, and websites.

8.6

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

a.

The right to allow the end customer to permanently store the work,

b.

The right to reproduce, make publicly available and distribute, i.e., the right to reproduce and make publicly available or publicly reproduce the work using any technical means, in particular by means of digital integration within the framework of Digistore24's website;

c.

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;

d.

The right of reproduction for the public;

e.

The right to transform and edit the work itself or via third parties, in particular for the purpose of integrating it into the website of Digistore24, while maintaining the copyrights.

8.7

The vendor shall grant Digistore24 the right to use the respective title of the work as well as names, logos, images, trademarks, and company logos of both the vendor and the author of the work, expressly for advertising purposes, for the purpose of performing this contract.

8.8

The vendor shall also grant Digistore24 the right to grant sub-licenses with regard to the rights of use granted above.

Section 9 Data protection and confidentiality obligation

9.1

Within the scope of the cooperation, the contractual partner may receive access to confidential information. In this context, confidential information includes, but is not limited to, the identity of other contractual partners, buyer information, information on physical security and data security, technical data, Digistore24 marketplace statistics and sales data, know-how, information on business processes, methods, and marketing strategies. The contractual partner shall not disclose this confidential information to other persons or use it for its own benefit or for the benefit of another person without the express and prior written consent of Digistore24, with the exception of fulfilling its obligations as part of the cooperation.

9.2

Confidential information may not be used to or cause to be solicited, Digistore24 customers to use other services or to promote the sale of products that directly or indirectly compete with Digistore24 or Digistore24’s services, including the purpose of the marketplace.

9.3

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

9.4

The contractual partner shall refrain from disclosing any access data to technical facilities, profiles, or other password-protected accesses on Digistore24. If the contractual partner or Digistore24 incurs damage due to the unauthorized disclosure of access data, the contractual partner shall be solely obliged to compensate for such damage.

9.5

The contractual partners shall be obliged to secure all available password-protected Digistore24 accesses by means of the provided two-factor authentication without undue delay, no later than the time they commence business activities via the Digistore24 access set up.

Section10 Digicalls24

10.1

The vendor has the option to use the tool “Digicalls24”, allowing them to send an order for the conclusion of a contract to Digistore24 via the order form on behalf of an interested party by providing the interested party's personal data (name, telephone number, email address, address).

10.2

The vendor shall undertake to,

a.

contact the interested party by telephone or electronically for advertising purposes only after prior effective consent has been granted and to comply with the provisions of the Unfair Competition Act (UWG), as well as the General Data Protection Regulation, and

b.

disclose to the interested party that a contract is concluded exclusively between the interested party and Digistore24, and

c.

disclose to the interested party that the vendor is acting on behalf of and as an agent of the interested party when placing the order using the interested party's personal data.

10.3

The vendor shall undertake to document the prior express consent of the interested party to be contacted by telephone or electronic means in an appropriate form at the time it is granted and to retain it for five years.

Section 11 Exemption and indemnification

11.1

The contractual partner shall indemnify Digistore24 with respect to any claims for damage and liability compensation, claims and costs (including the costs of legal information, legal defense, reasonable attorney's fees, and litigation and court costs) in the event that claims are asserted against Digistore24 in connection with the use of Digistore24’s services, products, or promotions by the contractual partner. This shall not apply if the contractual partner proves that it is not responsible for the damage.

11.2

The contractual partner shall indemnify Digistore24 with respect to any claims for damage and liability compensation, claims and costs (including the costs of legal information, legal defense, reasonable attorney's fees, and litigation and court costs) asserted by a third party against Digistore24 due to a defect in the product. This shall not apply if the contractual partner proves that it is not responsible for the damage.

11.3

In the event that the aforementioned claims are based on the contractual partner performing or being involved in actions in breach of the contract, Digistore24 shall be entitled to offset any existing payment amounts owed to the contractual partner against the aforementioned indemnification claims and to withhold the corresponding payments.

11.4

The contractual partner shall indemnify Digistore24 with respect to any claims for damage and liability compensation, claims and costs (including the costs of legal information, legal defense, 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 violation of intellectual property rights of third parties of any kind by the contractual partner.

11.5

Should the contractual partner violate an obligation under this contract in a culpable manner, Digistore24 shall be entitled to claim 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.

Section 12 Availability and limitation of liability

12.1

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 in accordance with the respective contractual contracts, and otherwise in accordance with the functionalities currently available on the portal.

12.2

The available services may also include services of third parties to which Digistore24 merely provides access. The use of such services may be subject to regulations deviating from or additional to these terms and conditions. Apart from that, the right to use the available services shall only exist within the scope of the technical and operational possibilities at Digistore24. Digistore24 shall endeavor to ensure that the usability of these services is as uninterrupted as possible. However, temporary restrictions or interruptions may occur due to technical disruptions (such as interruption of power supply, hardware and software errors, technical problems in the data lines).

12.3

Liability of Digistore24 for any legal reason whatsoever shall be excluded, unless it concerns the breach of an obligation upon the fulfillment of which the execution of the contract is made possible and upon the fulfillment of which the contractual partner may therefore regularly rely (“essential contractual obligation”), as well as for damages resulting from injury to life, body, or health. In these cases, Digistore24 shall be liable to an unlimited extent.

12.4

The limitations of liability set forth in section 10.3 of these T&Cs shall apply accordingly for the benefit of Digistore24's employees, agents, and vicarious agents.

12.5

In all other respects, the duty of subrogation shall be limited to foreseeable damage. The exclusion of liability for Digistore24, to the extent permitted by law, refers in particular to a system failure and the associated loss of revenue or commission. In the event of liability due to a system failure, liability shall be limited to the recovery costs that would be incurred if the contractual partner had properly backed up its data. This shall also apply in particular to system failures that are carried out as part of testing and maintenance work.

12.6

Liability for loss of commission shall be excluded for test and maintenance work that was announced to the contractual partner at least 1 working day before the start of the action.

12.7

In a similar manner, Digistore24 shall not be liable if a tracking error results in a loss of revenue or commission.

Section 13 Reference naming by Digistore24

13.1

The contractual partner shall grant Digistore24 the right to name the contractual partner as a reference customer within the scope of its commercial activities, irrespective of the transmission, carrier, and storage technologies, using its company logo.

13.2

This right shall be granted for a limited period of time for the duration of the contract and shall be unrestricted in terms of content and territory and shall include the right to describe the services of Digistore24, including any verbatim quotations contained therein, in whole or in part, also mentioning the name of the contractual partner, the logo of the contractual partner and the use of the trademark or the identification mark of the contractual partner for advertising purposes, in particular in electronic media.

13.3

The contractual partner may revoke this consent with good cause. The revocation must be made at least in text form.

Section 14 Final clauses

14.1

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

14.2

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

14.3

Digistore24 shall reserve the right to assert any claims arising from this contract in court.

14.4

The contractual partner shall be notified of any amendments to this contact in written form. The contractual partner shall be released from the obligation to respond to the amendment. The amendment shall come into force upon expiry of the period noted in the announcement.

14.5

The contractual partner shall be obliged to identify themselves upon request by means of an official identification document. Until such identification, Digistore24 shall be entitled to block the relevant accounts for payouts and sales as well as for operating as an affiliate.

14.6

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

14.7

The contract language shall be German.

14.8

Written form shall be required to amend the contract. Written form shall also be required to waive the text form requirement.