zanox Application Store

Terms & Conditions for Developers

ZANOX.de AG (hereinafter referred to as "zanox") operates and manages a network on the Internet through which suppliers can advertise their goods and services, particularly by way of affiliate marketing ("zanox network"). Participants in the zanox network are advertisers, publishers and zanox. Advertisers market and advertise their goods and services with promotional material such as banners, product information, text links, emails and videos. Publishers integrate the promotional material of the advertisers into their homepage/website, an email or their own network ("advertising space"). For example, if an end customer clicks an advertisement he is directed to the advertiser's website and if a business transaction is subsequently concluded, the advertisement is considered successful and the publisher receives a predetermined remuneration from zanox.

In the zanox Application Store, zanox offers applications including new advertising material such as widgets or gadgets, analysis tools, statistics, geo-targeting or behavioral targeting tools, and much more.

In the zanox Application Store, publishers and advertisers receive an overview of the applications listed there, which are generally developed by third parties ("developers"). zanox brokers a potential conclusion of contract between users and developers. Following the conclusion of a contract, users can evaluate the application and exchange information with other users.

1 Subject of the contract

1.1 zanox operates and manages the zanox Application Store. Participants of the zanox Application Store are publishers and advertisers; jointly called "users", developers and zanox. Publishers are natural or legal persons who provide the advertisers with a segment of their advertising space to market good and services. Advertisers are natural or legal persons who market and advertise their goods and services via zanox through partner programs using advertising material ("affiliate marketing"). Developers are legal or natural persons who develop the applications and make them available to users for sale or use on the platform of the zanox Application Store. The applications can be used by publishers and advertisers within the context of online marketing, such as augmented advertising material or for statistical evaluation.

1.2 The users register with zanox for the complete use of the zanox Application Store. Registration is free of charge. An overview of the available applications can be accessed in the zanox Application Store. The subject of this overview is a service description or documentation of the respective application and the remuneration to be paid to the developer as well as an evaluation or comment function. zanox reserves the right to remove individual applications from the catalog after providing appropriate prior notice. The users have no entitlement to the listing of specific applications. No claims can be derived from the removal of applications.

1.3 The developers transmit the applications to zanox for listing in the zanox Application Store. Once zanox decides to accept the respective application in its portfolio, it will be promptly entered in the list. The developers have no entitlement to acceptance of a specific application; no claims can be derived from non-acceptance. This also applies to updates or new releases of a particular application. The developers themselves can arrange for zanox to remove their application after providing appropriate prior notice.

1.4 If the user decides to purchase or use a specific application, he shall submit an appropriate offer to the developer through the platform of the zanox Application Store. If the developer accepts the offer, a contract is concluded between the user and developer according to the respective application-specific contractual provisions. zanox shall keep a record of this conclusion of the contract and shall provide the user and developer with appropriate means for communication and processing the contract.

1.5 The performance of necessary maintenance work and improvements may result in the temporary unavailability of individual functions of the Application Store, or the complete store, as it is maintained or improved. Users and developers shall be notified in good time of planned downtimes, if required, and such downtimes shall not occur during peak times, if possible. zanox will remedy faults or failures without delay, if this is actually possible and, in particular, commercially and legally reasonable, and if the faults are not negligible.

1.6 zanox is committed to the continuous further development of the zanox Application Store. Within the scope of this further development, individual functions may be improved, expanded, or marginally altered by zanox. This includes the partial or complete withdrawal of functions or other service components. The right to change the service exists, in particular if this change is common industry practice or if an obligation exists due to a change in legislation, or due to established case law.

2 Conclusion of contract

2.1 The developer must register as a publisher with zanox to use the zanox Application Store. The registration is free of charge and is based on the General Terms and Conditions for publishers (http://www.zanox.com/de/zanox/about/agb.html).

After registration, the developer can transfer the application to zanox via the zanox user interface.

3 Performances of the developer

3.1 The developer makes the applications he has developed available to the users. The applications are initially transmitted to the zanox Application Store. The developer must also transmit appropriate documentation / descriptions with the applications. Applications and accompanying documentation must always be in the English language. The documentation must contain details of the supported browser, operating system and plug-ins, where applicable, as well as instructions on installation or implementation.

3.2 zanox reserves the right to examine the technical and functional properties of every transmitted application. This applies in particular to the requirements listed under clause 6. If an application does not comply with the technical guidelines it will be immediately rejected. zanox also has the right to reject applications without providing further reasons. If the application complies with the abovementioned requirements and if zanox accepts them, the application will be listed in the zanox Application Store.

3.3 With the transmission of the application to zanox, the developer agrees to accept every offer which may lead to the conclusion of a user agreement.

3.4 If the technical composition of the application requires it, the developer must host the application at his own expense and responsibility according to clause 12, to continue its development and take suitable measures to keep it up-to-date and available.

3.5 The developer is also obliged to uphold the zanox code of conduct (http://www.zanox.com/de/zanox/about/zanox_code_of_conduct.html).

3.6 The developer undertakes to enable access to the latest version of the zanox Webservices, to zanox Connect for the required data transfer of the applications and to the zanox User Interface.

3.7 The developer undertakes to market the actual application exclusively via the zanox Application Store. A regulation that differs from the above is only possible with the explicit written agreement of zanox. Moreover, the application may not be used to refer to or transmit offers from the developer or third parties to the user, while bypassing zanox or the zanox Application Store. Every form of sales pitch that goes beyond marketing the application is forbidden within the framework of the zanox Application Store.

4 Remuneration

4.1 The developer can specify whether the application is free of charge to the user or subject to a fee. In the latter case, the amount of the fee will be mutually agreed by zanox and the developer. The amount of the remuneration must be appropriate and in line with the market price as regards the scope and functionality of the application.

4.2 A choice can be made between the following remuneration modalities: one-off use / facility fee, recurring fee, combination of one-off and recurring fees, traffic-share models or revenue-share models between the developers and users.

4.3 The remuneration is due upon conclusion of the respective contract between the user and developer and must be paid by the user to the developer according to the specified payment arrangements.

4.4 In all cases zanox will receive a share of 30% of the above mentioned remuneration from the developer for the services provided under the contract. This is payable to zanox and due in accordance with clause 4.3.

4.5 If the contract between the user and the developer is null and void or revoked for any reason, zanox retains its entitlement to the abovementioned remuneration.

5 Rights of use

5.1 The information and data acquired through the participation in the zanox Application Store may only be used in conjunction with the use of the zanox Application Store. Passing on such information to third parties and any use thereof for other purposes is prohibited.

5.2 The zanox Application Store is protected according to copyright and other statutory regulations.

5.3 zanox grants the developer the revocable, non-exclusive and non-transferable right to use the zanox Application Store. The aforementioned rights of use will cease upon expiry of this contract.

5.4 Additional rights of use are not granted to the developer. In particular, the developer is not entitled to forward the zanox Application Store or the data contained therein, partially or wholly, to third parties, or allow third parties access to the store or the data, to change or otherwise process, transfer the store or the data into another form of work, or use the zanox Application Store to create a separate database and/or an information service.

6 Guarantees of the developer / technical requirements

6.1 The developer guarantees that:

6.1.1 the functions of the application correspond to the documentation and description,

6.1.2 the application is not malware, spyware, adware etc. which is designed for unauthorized spying into data on the computers of users or third parties, or intervention into the data processing operations,

6.1.3 the application does not spy into the data of the user or third parties in any other way, or query data such as login names and passwords,

6.1.4 the application is designed to ensure that no personal or confidential data can be intercepted or read by third parties,

6.1.5 the application is compatible with the zanox Webservices, APIs as well as standard browsers, operating systems and media replay devices,

6.1.6 the application is written in a standard programming language and complies with the latest technological developments, and

6.1.7 if the application enables tracking, it will only support zanox tracking.

6.2 zanox will make acceptance into the application portfolio in the zanox Application Store dependent on fulfillment of the above requirements. Should it occur, after acceptance into the zanox Application Store, that the application does not comply with the abovementioned requirements (any more), zanox is entitled to immediately remove the application.

7 Term of the contract

7.1 The contract for the use of the zanox Application Store is always concluded for an indefinite period. The parties can terminate the contract at any time in writing.

7.2 Contracts concluded between the developer and users for the use of applications are not affected by the termination of this contract.

7.3 When the use of the zanox Application Store come to an end, the data record saved with the registration shall be completely deleted after settlement of any contractual relationships with users, upon the expiration of the statutory record retention periods.

8 Liability

8.1 The use of the zanox Application Store and the zanox Webservices requires the use of specific technical systems such as end devices, software programs, transmission routes, telecommunications and other services provided by third parties. zanox does not provide such end devices, software programs, transmission routes, telecommunications and other services, and therefore assumes no liability to the developer for the services provided by these third parties.

8.2 Zanox is not responsible for damages which result from the defective software and hardware of third parties or because of a lack of availability or malfunction of the Internet.

8.3 For the rest, zanox is only liable " regardless of legal grounds "

8.3.1 in case of intent and gross negligence of a legal representative, management personnel, or other vicarious agents,

8.3.2 in case of any culpable violation of a fundamental contractual obligation (whereby the term fundamental contractual obligation abstractly refers to an obligation which must be fulfilled to allow the performance of the contract in the first place, and which the other party can generally rely on being fulfilled), in case of default and impossibility.

8.4 According to clause 8.3.2, liability in the case of financial loss and property damage is limited to the amount of the typical, foreseeable damages.

8.5 The aforementioned liability limitations do not apply in the case of mandatory statutory liability, in particular, according to the law on product liability, in the case of acceptance of a warranty, and in the case of culpable injury to life, bodily injury, or damage to health.

8.6 In the relationship with the user, the developer is exclusively liable for the proper function, compatibility, accuracy or availability of the application purchased or used via the zanox Application Store as well as for material defects and breach of title.

9 Indemnification in case of breach of contract

9.1 The compliance with these provisions is extremely important for operating the zanox Application Store. In addition to termination of the contract, zanox reserves the right to take further legal action in the case of serious violations.

9.2 If the user violates these provisions and legal claims are made against zanox by a third party as a result of this breach of contract, zanox is entitled to demand payment from the user of all costs and expenses incurred by zanox due to the violation.

9.3 In particular, this refers to payment of damages or expenses to third parties in defence of claims by third parties, and other damages.

10 Confidentiality

10.1 The parties are obliged to maintain secrecy concerning all company and other business information and knowledge of the other contractual party, made accessible through this contract and designated as confidential or, under the circumstances, can be recognized as the company or business secrets of a party, during the term of the contract and for a period of two years after expiry of the contract. The parties are also obliged not to record, pass on, or reuse such information. In any case of doubt, the information shall be treated as confidential information.

10.2 The parties are obliged to require their employees and agents to maintain confidentiality according to paragraph 1 above.

11 Data protection

11.1 The collection, processing, and use of personal data is a mandatory requirement for operating the zanox Application Store and zanox Webservices. zanox collects, processes, and uses personal data exclusively in compliance with the applicable, statutory data protection regulations.

11.2 zanox is entitled to collect and use the developer’s personal data if it is required to enable performance of the contract.

11.3 The processing and use of personal data for a purpose other than those stated above, only takes place on the basis of an agreement or a legal provision that allows zanox such use. Personal data will not be passed on to third parties under any circumstances.

11.4 If the developer gains access to the personal data of third parties within the framework of this contract (particularly data of publishers, advertisers and/or tracking information), he guarantees to collect and use this data exclusively for the performance of this contract. The developer undertakes to comply with the applicable, statutory data protection regulations and, in particular, will not collect, process or use the personal data of third parties without the agreement of those affected or a legal provision.

11.5 The developer also undertakes to provide zanox, at any time after appropriate notification, with information about the data currently in his possession, and to delete this data where necessary.

12 Running operation, service / maintenance and support

12.1 Within the framework of the contract, the developer is also responsible for the running operation of the application during the term of the contract with the user. The measure of the performance is the successful and constantly available live operation, which is met by maintaining the agreed service parameters given in Appendix 1 " Service Level Agreement "; this also regulates the availability to be guaranteed by the developer.

12.2 In the case of technical defects, the developer shall provide support in accordance with the conditions of Appendix 1 " Service Level Agreement " and observe the reaction and fault rectification times which are regulated there. The developer must maintain the fault-free function of the application and the user access during the term of the contract with the respective user, or in the case of breakdown to restore access without delay.

12.3 The developer will continuously monitor the functional efficiency of the application and independently rectify faults without delay. The developer is responsible for regularly installing updates and upgrades which ensure the functionality and operation of the application, within the agreed maintenance hours or without interrupting operations. The parties to the contract have also regulated the details regarding service and maintenance of the application in Appendix 1 " Service Level Agreement". The obligation to rectify faults arising from the contractual or statutory warranties for defects and title remain unaffected by the obligation to provide updates and upgrades.

13 Amendment of the terms of use

13.1 zanox reserves the right to amend less significant provisions of these terms of use at any time and without providing reasons, if this change does not completely transform the contractual arrangement. The amended provisions shall be sent by email at least two weeks before they become effective. If the developer does not provide written rejection of the validity of the amended terms of use within four weeks after receiving the email, the amended conditions are considered accepted. zanox shall provide special notification concerning the option to reject and the significance of the four-week deadline.

13.2 If the developer rejects the validity of the new (amended) terms of use, the request for change from zanox is considered rejected. The contract shall continue without the proposed amendment. Special notification must also be provided concerning this option to terminate the contract.

14 Final provisions

14.1 The assignment of the rights and obligations arising from this contract or the transfer of the entire contract by the developer to a third party requires the written agreement of zanox.

14.2 The parties can only assert a right to offset a claim or a right of retention against claims by the other party to this contract if a due counterclaim of the other party is established as legally valid or is uncontested.

14.3 This contract does not constitute a company with an external effect and thus, does not authorize any of the parties to issue legally binding statements for both parties or for the other party, or otherwise obligate or represent them.

14.4 The contract is exclusively subject to the law of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.5 The place of jurisdiction is Berlin.

14.6 Should individual clauses of this contract be fully or partially invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall then be replaced by a legally valid provision, which comes as close as possible to the invalid provision in its economic effect. The same applies to any loopholes in this contract.

14.7 Amendments or extensions to the contract are only valid if made in writing. This also applies to the annulment of the above written form clause.

Appendix 1 " Service Level Agreement "

I. Subject of the Service Level Agreement

Subject of this Service Level Agreement ("SLA") is to set forth qualitative and maintenance requirements for the applications / the developers have to match. The performance of the developer under this agreement is settled and satisfied with the given remuneration. If the application is for free, this agreement shall apply nevertheless.

II. Maintenance and service performances of the Developer

(1) Maintenance / Monitoring

The developer maintains the application, keeps them functional and available. The developer provides contact information for support requests of the users.

(2) Troubleshooting

The developer has " by himself or with qualified personal " to begin with troubleshooting immediately after the receipt of a notice of a malfunction.

(3) Updates

The developer provides updates in order to improve and expand the applications but also for bug fixing. Before transmitting updates to zanox the developer undertakes to test those thoroughly and only transmit an update once every test has been successful. Updates are as well subject to the prior approval of zanox according to the Conditions of Participation.

III. Requirements concerning performance, maintenance and availability

(1) Hours of Operation

The application must be available and fully functional from Monday thru Sunday on a 24/7 Basis.

(2) Availability

The Availabilty must be " within the hours of operation " available on an average of 99,8% on a monthly basis.

IV. Service Levels in respect of bugfixing

The parties additionally agree on the following response times and bug-fixing deadlines in case the application is defective or not disposable due to other reasons than unavailability which is reported by the user.

(1) Response times and bug fixing dealines.

Response time is the amount of time within the developer has to confirm the receipt of an error report issued by any user. The response time under this agreement is to confirm the receipt of an error report within 24 hours on weekdays. The issue has to be fixed within further 48 hours (bug fixing deadline).

(2) Business hours

The developer undertakes to provide the aforementioned services from Monday thru Friday at least between 10am and 5pm.