Digistore24 GmbH Terms and conditions for vendors and affiliates

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, Germany 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.

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.

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 www.digistore24.com used to provide this website, for the purposes of these T&Cs.

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.

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.

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.

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.

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.

The contractual partner shall refrain from the following actions:

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.

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.

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.

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

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

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

Various vendors and/or affiliates have the option of joining forces to create a joint venture with Digistore24. The joint venture partners themselves decide how to provide their services to each other (internal relationship). The entirety of the services provided by the joint venture partners shall be provided exclusively to Digistore24 (external relationship).

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.

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

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.

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.

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

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:

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

Digistore24 shall inform the contractual partner about significant changes, extensions or restrictions to the functions of the www.digistore24.com platform or the services of Digistore24 as a reseller in text form to an e-mail address provided by the contractual partner.

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:

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.

The right to extraordinary termination without notice shall remain unaffected.

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.

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.

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.

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.

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.

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

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

Digistore24 shall reserve the right to make payouts only to contractors who have provided a valid tax number or VAT ID and a valid telephone number.

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.

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.

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.

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

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.

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.

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.

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.

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.

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

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).

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.

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

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.

Permission granted by Digistore24 may be withdrawn at any time.

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

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").

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.

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

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.

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

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.

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.

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.

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.

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.

The contractual partner shall receive personal data from third parties exclusively for the purpose of fulfilling the contract in accordance with Article 6 (1)(b) of the GDPR. For any further use of the personal data transmitted by Digistore24 (e.g. for advertising purposes), the contractual partner as the responsible party within the meaning of Article 4 (7) of the GDPR shall be solely responsible for ensuring the lawfulness of such use.

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).

The vendor shall undertake to

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.

The vendor shall also have the option of integrating the order form directly into their website. However, Digistore24 shall not be obliged to provide this option from a technical perspective.

With regard to integrating the order form into the vendor's website, the parties shall be joint controllers within the meaning of Article 26 of the GDPR. The parties shall agree on the validity of the agreement on joint responsibility in accordance with Appendix 1 to this agreement.

Digistore24 shall be entitled at any time and without stating reasons to prohibit individual vendors from using the technical integration of the order form in the vendor's website and to restrict its technical usability.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

Digistore24 GmbH Terms and conditions for vendors and affiliates

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

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

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.

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

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.

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.

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

The contract language shall be German.

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

The vendor's website usually has a button that either leads to Digistore24 's default order form or to their custom order form. This forwarding from the vendor's website to the order form constitutes an additional step in a sales funnel. This funnel is made shorter by the MSOB.

The vendor creates their own website. They are responsible for the operational and legal management of their website. The vendor shall determine the content and make it available.

When end customers access the vendor's website, they will see the MSOB and can start entering their buyer details immediately. The end customers then go through all the fields and tabs step by step until they reach the buy button and can make the purchase.