Contract conditions for a membership, including the sale of products and services via this marketplace portal
Between "APONDOS Ltd. London" (hereinafter referred to as Operator) and the author (hereinafter referred to as Author) the applicability of the following conditions is agreed:
1. Introductory remarks
a) The Operator among other things operates the domain codesbroker.com ("Domain"). Under the domain (codesbroker.com ), the Operator provides services for the distribution and sale of software, designs, services and information. b) The business terms and conditions of the Author are not applicable to the legal relationship between the Operator and the Author. c) The Author wishes to use the services of the Operator for the purpose of the further distribution and advertising of his product, thereby improving the name recognition of the Author and the sales possibilities for his products. On the basis on the following conditions, the Operator will include the products and services of the Author in his databases, with the objective of increasing the name recognition of the Author and possibly improving the sale of his products. d) In addition, the Operator offers to market and sell the products of registered authors in their name. The marketing and sale of the products of the Author proceeds without any guarantee on the part of the Operator. The Author is solely an exclusively liable for notifications of deficiency or complaints about his products or services. The Author is also committed to providing support to the purchasers of his products. If the sale of a product to an end-customer should be cancelled, then all amounts that have been paid to the Author by the Operator must be immediately repaid. e) The Author will upload his digital products to the Operator portal, located on the server of the Operator. The Operator will offer the products of the Author for sale to third parties. If a third party purchases such a product, then payment for such a digital product will be made online to the Operator. The Operator collects the entire purchase price, subsequently transferring the share of the sales receipts to the Author, after deduction of applicable handling costs.
2. Author access
a) The Author must set up an account, before he can gain access to the services of the Operator. He is obliged to give complete and true information about his person, and his products and services. b) The Author will be assigned a password by the Operator, after he has created his account. This password can be changed by the Author at any time. The Author commits himself to treating his password with all due confidentiality and, in particular, will not make his password accessible to third parties. c) The Operator can grant access to every natural person entitled to conclude contracts and every legal entity as an Author. The Operator reserves the right, without presentation of reasons, to 1) refuse the Author registration on/access to the portal or 2) to block public access to all data that has been uploaded by a registered Author.
3. Performances of the Author
a) The Author will upload the digital products that have been created by him (in the following referred to as Product or Products). b) In addition, the Author must provide a proper description of his Product (content that is to be provided subsequently). The Author warrants that all information provided with regard to his person and his Product will be correct, relevant and complete. c) The performances of the Author are provided to the Operator at no charge. Similarly, the Operator will not charge any costs for the positioning of the Products of the Author. d) The Author has the right to remove his Product, any content associated with the Product and any links to the Product from the website, without any period of notification. e) The Product of the Author may be limited in its functionality, such as shareware or freeware, namely an incomplete version, a time-limited period of utilisation, or a version that is not fully licensed. The Operator will not license any services of the Author to end-customers, a contractual relationship for the utilisation of these services is only made between the Author and the end-customer!
4. Warranties of the Author
The Author warrants that all rights (also including the rights to graphic illustrations and titles) of the uploaded Product, as well as the rights to all other information that has been input, is exclusively the property of the Author and that he can dispose over these rights freely.
5. Rights / obligations of the Operator
a) The Operator has the right to store, reproduce, publicly advertise and present (demonstrate) the Product of the Author on the Internet at no charge, including all links and other information that has been provided, and to distribute and make available for downloading via the Internet the Products of the Author. d) The Author expressly agrees that the Product, the links and the input content can be utilised in a similar and comparable way on all of the partner domains of the Operator. The selection of suitable partner domains is the exclusive right of the Operator. c) The Author herewith grants the Operator all the rights that are necessary for the contractually agreed use of the Product, links and other input content, at no charge and without any limitation in time. d) The Operator has the discretionary right of positioning the Products, the links and the input content. The Author has no right to demand a certain positioning within the domain or the partner domains of the Operator. e) The Operator has the right of utilising the services of third parties, for the purpose of providing the contractually agreed services and utilisation of the Product, the links and the other input content. f) The Operator furthermore has the right of transferring the rights that have been granted to him by the Author to third parties on a non-exclusive basis. The following provisions apply in this regard: a) The Operator has the right to store, reproduce, publicly advertise and present (demonstrate) as well as market and distribute the Product of the Author, the link and other content that has been provided, on any data storage facilities and media. b) In addition, the Author furthermore expressly agrees that the Operator bundles (stores) the Product, the link and the other provided content, together with the products of third parties on a data storage medium (for instance is CD-ROM, DVD), and that he reproduces, distributes, sells, markets, advertises and presents (demonstrates) such bundles. c) The rights, which are necessary for the contractually agreed use of the Product, links and the provided content by the Operator, will be granted herewith by the Author to the Operator for an indefinite period and without charge. d) For providing the agreed performances, and for ensuring the contractually agreed use of the Product, the links and the provided content, the Operator has the right to utilise the services of third parties. e) The Operator furthermore has the right to transfer the rights that have been granted by the Author to third parties on a non-exclusive basis.
a) The Author is solely and exclusively liable for the correctness of the information provided for his Products and their functionality, including the links and the provided content that may have been published . b) The Author is solely responsible that the provided data (Products, links and content), as well as possibly linked software, do not contravene good moral standards, violate applicable legislation for the protection of youth and other laws that are in force, do not violate copyright protection, trademarks, fair trade legislation or any other rights, are free of any rights owned by third parties, do not contain pornographic material, do not glorify violence, nor contain any content that is contrary to the regulations of public order or may be criminally punishable. c) The Author declares that, according to the best of his knowledge and the current state of technology, the content, data and software provided by him has been tested for viruses and similar deficiencies/errors and is, as a consequence, free of viruses and errors. The Author will furthermore commit himself to checking data and content for viruses and similar errors, which are not stored on digital data media of the Operator.
8. Claims of third parties / release of the Operator from liability
a) If a third party should make any claims against the Operator, on the basis of a violation of rights (such as for instance but not limited to commercially protected rights, copyrights etc.), which is due to the contractually agreed use of the performances of the Author by the Operator, then the following provisions apply: aa) The Operator has the right to immediately block the further use and especially a further distribution of the Products of the Author, and he may authorise such a blockade by third parties. bb) The Author will be informed immediately by the Operator about such claims and the alleged violation of rights. Such a notification will be carried out via e-mail to the registered e-mail address of the Author. ac) It is at the discretion of the Author to either authorise the Operator to institute legal proceedings against such a claim of an alleged violation of rights, or to recognise such a claim and the alleged violation. The deadline for the exercise of this option is limited to 4 working days, as of the receipt of the notification mentioned under article bb). b) If the Author does not exercise this option within the above-mentioned term, then the Operator can proceed according to his best reasonable judgement, without prejudice to a waiver by the Author. c) All disbursements, costs and expenditures that are made by the Operator for court or solicitor's costs, which may be due to a legal defence or the recognition of such a violation, as well as any indemnification that is paid due to claims by third parties, will be for the account of the Author. The Author will exempt the Operator from consequences in the following instances: d) If the Author, through the exercise of his optional rights, instructs the Operator to institute legal proceedings with regard to the claims that have been raised, then the Operator has the right to demand a security in the amount of the expected costs of such legal proceedings. Such a security must be provided immediately at first request. e) The Operator is not obliged to take legal action about such a claim, if no instructions have been received from the Author and the requested security has not been provided. f) Furthermore, the Author will protect the Operator from all claims and entitlements of third parties, which were or will be asserted in connection with a violation of the rights of third parties and that are due to the contractual use on the performances of the Author by the Operator. g) The Author furthermore recognises that the Operator is not liable for the violation of rights by third parties at the expense of the Author. It is exclusively incumbent on the Author to protect his rights against violations by third parties.
9. Other provisions
a) The Author expressly agrees that the Operator will pass the information provided by the Author about his person, performances and Products on to third parties, within the framework of the contractually agreed services provided by the Operator. b) The registered address of the headquarters of the Operator is exclusively agreed as the place of fulfilment and the court of jurisdiction. c) Only those rights of property will apply, which are applicable in the country in which the Operator is registered. d) If one of the above provisions should be ineffective or null and void, this does not prejudice the effectiveness of the remaining provisions. The nullity of any part of these regulations does not lead to the nullity of all regulations. The parties to this agreement are committed to agree on an effective provision or regulation, which comes closest to the contractual purpose of any regulation or provision that is found to be ineffective or null and void. The Author herewith expressly declares that he has printed out, read, understood and accepted these regulations.
APONDOS Ltd., December 2008