Digistore24 Inc. General Terms and Conditions for Vendors and Affiliates

Digistore24 Inc. (hereinafter referred to as “Digistore24”) operates the sales platform located at www.digistore24.com (the “Sales Platform”), in which end consumers may purchase software, services, or other goods (“Products”) from Digistore24. The Sales Platform also permits third-party advertisers (“Affiliates”) to promote a third party vendor’s products. Vendors who offer products and services to end-users are referenced herein as “Vendor.” The program whereby Affiliates promote the Products is referenced herein the “Affiliate Program.”

The following General Terms and Conditions (the “GTC” or “Agreement”) is a binding agreement between and govern the legal relationship between Digistore24 Inc. on the one hand, and Vendor and Affiliates who participate in the Affiliate Program on the other. The Vendor or Affiliate entering this agreement shall be referenced herein as “Contractual Partner.” By submitting an application, or accessing or participating in the Sales Platform, Contractual Partner confirms that it has read these GTC and expressly consents to all the terms and conditions contained herein and any additional terms and conditions specified on the Sales Platform.

Term; Termination

This Agreement shall commence on the date that Contractual Partner submits an application and Digistore24 accepts such application. Contractual Partner must accurately complete the application to become an Affiliate or Vendor, as applicable. Digistore24 may accept or reject applications at its sole discretion for any or no reason.

Digistore24 may, in its sole and absolute discretion, terminate or change the Affiliate Program, revoke Contractual Partner’s access to the Affiliate Program, for any or no reason, with or without notice. Contractual Partner may terminate this Agreement upon thirty (30) days’ written notice to Digistore24. In the event of termination of this Agreement, Contractual Partner shall immediately cease use of all Digistore24 services and return all Confidential Information to Digistore24, and no further compensation shall be owed to Contractual Partner. Notwithstanding anything herein to the contrary, Digistore24 may immediately terminate this Agreement without further compensation to Contractual Partner at any time if Digistore24 determines, in its sole discretion, that Contractual Partner has breached this Agreement, engaged in fraud, or violate any applicable state, federal, or local law, rule, or regulation. Upon termination, Affiliate shall immediately cease engaging in the Promotions (as defined herein). If Contractual Partner violates this Agreement, it shall forfeit any unpaid Commissions or other payments otherwise due by Digistore24. Failure to comply with this Agreement may result in Commission withholdings, possible legal action, and any other rights or remedies available to Digistore24 pursuant to this Agreement or otherwise.

Representations and Warranties

Digistore24 and Contractual Partner each represent and warrant that they have full right and authority to enter this Agreement.

Contractual Partner represents and warrants:

If Contractual Partner is a Vendor, it represents and warrants that it is the holder of all rights in the Product and that it is the holder of all rights in marketing materials that supplement the Product, for example product descriptions, product information, customer reviews, images, and other materials from the Vendor.

Contractual Partners shall refrain from the following acts:

For Products promoted by Affiliate, no services that exceed the Digistore24 return or cancellation terms and conditions shall be offered, whether explicitly or implicitly, without the prior written consent of Digistore24.

Vendor Product Sales

Vendor shall create an account at www.digistore24.com, describe its Product (or, in the case of a digital product, upload the Product). Digistore24 shall provide Vendor a link that Vendor may integrate on its website (“Link”). End consumers who view the Link and wish to purchase the Product shall be directed to the Digistore24 website. If an end consumer completes an order on the Digistore24 website, Digistore24 shall purchase the corresponding Product from Vendor in Digistore24’s name and sell such Product to the end consumer in Digistore24’s own name and for Digistore24’s own account. Once the end consumer has purchased the Product from Digistore24, Digistore24 shall send the order to Vendor via email or using an interface to the Vendor’s system (if specified by Vendor). Digistore24 shall pay Vendor a price based upon the sales price of the Product, less Digistore24’s fees. Such price shall be specified on the Sales Platform and is subject to change. Vendor shall fulfill the order submitted by end consumer and send the Product to end consumer immediately in accordance with the shipping method selected by the customer and provide the Product in accordance with the Product characteristics and features provided by Vendor to Digistore24. The payment recipient and invoicing party to end consumers shall be Digistore24, and the end consumer’s contract for the purchase of the Product shall be concluded between the end consumer and Digistore24. Products offered for sale via Digistore24 shall be subject to the following terms and conditions:

Vendor Payments

Vendor shall specify a non-binding price recommendation for the net sales price of each Product. Once an end consumer completes a purchase of the corresponding Product, Digistore24 shall pay Vendor an amount based on the non-binding price recommendation, plus tax due for the specific sale to the end customer (“Sales Price”), less a margin for Digistore24 pursuant to the then-current Digistore24 price list or separate agreement with the Vendor in relation to a specific Product (“Vendor Payments”).

Vendor Payments shall be issued to Vendor via the payment method specified at the time Vendor enrolls in the Affiliate Program. Vendor Payments shall be issued within 60 days of the end-consumer’s purchase date, or in the time period specified on the Sales Platform or otherwise agreed to by the Parties. Notwithstanding anything in this Agreement or on the Sales Platform to the contrary, Digistore24 expressly reserves the right withhold a percentage of Vendor Payments for an additional time period to account for potential or anticipated end-consumer chargebacks and returns. Digistore24 reserves the right to extend the time for disbursement of Vendor Payments if Digistore24 considers the quantities of a Product sold are low in relation to the Product price. Digistore24 shall issue Vendor Payments only after a minimum Vendor Payment amount of € 50.00 is met. In the event that this minimum amount is not reached, Digistore24 shall withhold Vendor Payments until the minimum amount is reached. Except as otherwise set forth herein, in the event that this Agreement is terminated prior to reaching the minimum amount, a payment shall be made even if the Vendor Payments accrued are less than € 50.00, subject to the withholding period specified herein.

In the event that an end-consumer requests a return or initiates a chargeback for the Product, Digistore24 shall deduct the corresponding amount, including a transaction and chargeback fee, from Vendor Payments for such returns or chargebacks. Digistore24 reserves the right to withhold Vendor Payments in whole or in part if it suspects that Contractual Partner has violated this Agreement, or any applicable law, rule, or regulation, or if Vendor’s Products are suspected or deemed to be defective, or if Vendor offers insufficient Product access or support, as determined by Digistore24 in its sole discretion.

Affiliate Program

Affiliates may advertise a product and thus promote sales of such product (engage in “Promotions”) as part of the Affiliate Program. For such activities, the Affiliate will receive a commission from Digistore24 (“Commission”) that is specified for the promoted Product on the Sales Platform.

Promotions

Digistore24 may provide Links that Affiliate may use to promote the Products. Vendors may make available to Affiliate graphic and textual links and other creative materials such as text ads, graphic ads, video ads, from and subject lines, and copy associated with the Promotion that Affiliate may display on websites owned or controlled by Affiliate, in emails sent by Affiliate, and in Affiliate’s online advertisements. Digistore24 may, in its sole and absolute discretion, terminate or change any Promotion, and deactivate, change or remove any Link for any or no reason. Affiliate shall discontinue use and dissemination of the Promotion and Link immediately upon Digistore24’s request

Affiliate Commission

The Commission paid to Affiliate shall be specified on the Sales Platform for the corresponding Products and Promotions. Affiliate’s Commission is based on the Product to be marketed and will be agreed upon individually and may be calculated on the basis of the Sales Price. In the event that an end-consumer returns or initiates a chargeback for a Product, Digistore24 shall deduct the corresponding amount from Affiliate’s Commission. If a chargeback or return is initiated after the corresponding Commission has been paid to Affiliate, Digistore24 reserves to deduct such amount from future Commissions to Affiliate. Affiliate shall not receive a Commission if an Affiliate is also a Vendor and buys its own Product.

Email Marketing

All emails sent by Affiliates and Vendors under this Agreement shall comply with the United States CAN-SPAM Act of 2003, 15 U.S.C. 7704, and all state laws and regulations concerning email marketing, including but not limited to Cal. Bus. and Prof. Code 17529.5 et seq. Without limiting the foregoing, Contractual Partner shall comply with the following provisions when sending or initiating emails or conducting Promotions pursuant to this Agreement:

Intellectual Property Rights

Pursuant to these terms and conditions, Digistore24 grants the Contractual Partner a non-exclusive, non-sublicensable, revocable license entitling the Contractual Partner to use the Sales Platform, including the web server, computers, and networks available at www.digistore24.com, used to make such website available for purposes set out in these GTC. Contractual Partner is not permitted to, and shall not, use the name, trademarks, service marks, or other rights to intellectual property belonging to Digistore24 in any form that creates the impression of being a part of or approved by Digistore24 without the express, advance, and written consent of Digistore24. Any authorization granted by Digistore24 may be revoked at any time. Digistore24 grants the Contractual Partner limited, revocable authorization to use the name “Digistore24” and “Digistore24.com” exclusively as a watermark; in a descriptive text on a website as a key word; as a search term; as a seeding element for a web search engine; in metatext or in a hidden text; as a sub-domain or domain name at a secondary or tertiary level; and to identify products or in connection to advertisement.

Vendor grants Digistore24 a non-exclusive, irrevocable, sublicensable, worldwide right to use and exploit the Product and corresponding advertising material in a comprehensive manner, in particular for the purpose of commercial marketing. This grant expressly includes all forms of offering and promoting the products online, in particular the inclusion in fee-based or free online services, price search engines, blogs, and websites. To the extent the Product is a digital product, Vendor further grants Digistore24 the following additional rights of use: authorization to permit the end customer to permanently store the Product; the right of duplication, making publicly accessible and dissemination, i.e. the right to duplicate, make publicly available or publicly perform the Product with the aid of any available technical capabilities, in particular by means of digital integration into a website operated by Digistore24; the right to make available on demand, i.e. the right to store the Product, to hold it ready for public access, to transfer it to one or more persons who seek access and to analogue or digital electronic databases, electronic data networks, and telecommunications services networks; the right to public performance; and the right to modify the Product itself or have it modified by third parties subject to preservation of author’s rights, to edit the Product, in particular for purposes of integrating the Product into the Digistore24 website. In connection with the performance of this contract, Vendor grants Digistore24 the right to use the respective title of the Products as well as names, logos, images, trademarks, and business designations both of the Vendor and author of the Product including expressly for promotional purposes. Without limiting the foregoing, Vendor grants Digistore24 the right to sub-licenses the rights granted herein.

Confidentiality

The Contractual Partner may be granted access to Digistore24’s confidential information (“Confidential Information”) as part of this Agreement. Confidential Information shall include, but not be limited to: the identity of other contractual partners, information about buyers, information about physical security and data security, technical data, Digistore24 marketplace statistics and sales data, know-how, information about business processes, methods and marketing strategies, the existence and terms of this Agreement, Digistore24’s business and financial information, data reports, research, product plans, email mailing lists, marketing plans, software developments, inventions, processes, designs, drawings, hardware configuration information, marketing or financial data customer and vendor lists, and pricing and sales information. Such Confidential Information shall also include Digistore24’s trade secrets. “Confidential Information” does not include suggestions, submissions, comments, ideas, concepts, informational materials and feedback sent to Digistore24 by the Contractual Partner. Contractual Partner grants Digistore24 and the licensees a global, permanent, non-exclusive, royalty-free, and transferable license, which may be sub-licensed, to reproduce, present publicly, to distribute, perform, broadcast, edit, modify, alter and publish, as well as for the sale, commercial use, exploitation, and disclosure of such information for any purpose and in any form in any currently-known media.

With the exception of satisfying its obligations under this Agreement, Contractual Partner may not use or disclose Confidential Information to third parties without the prior express written consent of Digistore24. Contractual Partner shall not disclose to any third party, or permit any other person or entity access to, the Confidential Information except as required by an employee, agent, officer, director, partner, or representative of Contractual Partner to perform its obligations under this Agreement. Contractual Partner shall use at least the same degree of care, but not less than reasonable care, to prevent disclosure of Confidential Information to third parties. Confidential Information may not be used to divert, advertise to, or market to Digistore24 customers with regard to products or services that directly or indirectly compete against Digistore24 or Digistore24 services including the function of the marketplace.

Contractual Partner shall immediately notify Digistore24 in writing of all circumstances surrounding any unauthorized possession, use, access, knowledge, or disclosure of Confidential Information. If Confidential Information is required to be disclosed by operation of law via a third party or court request, such as a subpoena requesting Contractual Partner to disclose such information, Contractual Partner shall immediately inform Digistore24 in writing sufficiently in advance of disclosure to allow Digistore24 to challenge disclosure, prior to the time commanded to produce or disclose such Confidential Information. Contractual Partner agrees to cooperate in whatever way Digistore24 requests to attempt to protect Confidential Information from disclosure by operation of law. Contractual Partner agrees that its obligations in this section are necessary and reasonable in order to protect Digistore24 and its business, and Contractual Partner agrees that the remedy of damages would be inadequate to compensate Digistore24 for any breach by Contractual Partner of its obligations set out under this section. Accordingly, in addition to any other remedies that might be available, Digistore24 shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Contractual Partner, without limiting any other rights and remedies to which Digistore24 may be entitled.

Indemnification

Contractual Partner shall indemnify, defend, and hold harmless Digistore24 and its subsidiaries, affiliates, partners, and licensors, directors, officers, employees, shareholders, managers, successors, owners, related companies, agents, and assigns against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) (collectively “Claims”) based on, related to, or resulting from any act or omission by Contractual Partner, including but not limited to: (i) any breach or violations of this Agreement by Contractual Partner or any other third party, including any representation, warranty, covenant, restriction, or obligation made by Affiliate, Vendor, or third party herein, or any Promotion-or Product-specific terms; (ii) any misuse by Contractual Partner or a party under the reasonable control of Contractual Partner or obtaining access through Contractual Partner, of the Promotions, Products, or Digistore24’s Confidential Information; (iii)  the Promotion or Product; (iv) improper operation of a Promotion by Contractual Partner; (v) the negligence or willful misconduct of Contractual Partner or party within the reasonable control of Contractual Partner; (vi) a violation of any laws, rules, or regulations in the performance of Contractual Partner’s obligations under this Agreement; (vii) any claim relating to the violation or infringement of the intellectual property rights of any third party; and (viii) fraud. This indemnity is specifically intended to operate and apply even if it is alleged or proven that all or some of the damages sought were caused as a whole or in part by any act, omission, negligence, gross negligence, breach of contract, intentional conduct, violation of statute or common law, breach of warranty, product defect, strict liability, or any other conduct whatsoever of Digistore24.

If any Claim is or shall be brought against Digistore24, in respect to any allegation for which indemnity may be sought from Contractual Partner, Digistore24 shall notify Contractual Partner of any such Claim of which it becomes aware and shall: (a) provide reasonable cooperation Contractual Partner at Contractual Partner’s expense in connection with the defense or settlement of any such claim; and (b) be entitled to participate, including in the selection of legal counsel, in the defense of any such Claim. Notwithstanding anything in this Agreement to the contrary, Digistore24 may select legal counsel to represent it in any matter for which Contractual Partner is obligated to indemnify Digistore24, and Contractual Partner shall pay all such counsel’s billed fees and costs. Contractual Partner shall not agree to any judgment or enter into any settlement that adversely affects Digistore24’s rights or interests without the prior written consent of Digistore24.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

THE AFFILIATE PROGRAM, SALES PLATFORM, PRODUCTS, AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY SET FORTH HEREIN, DIGISTORE24 EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. DIGISTORE24 DOES NOT WARRANT THAT THE PRODUCTS, PROMOTIONS, OR SALES PLATFORM WILL MEET CONTRACTUAL PARTNER’S SPECIFIC REQUIREMENTS, ARE ACCURATE, COMPLETE, OR CURRENT, OR THAT THEIR OPERATION WILL BE ERRORFREE OR UNINTERRUPTED. WITHOUT LIMITING THE FOREGOING, DIGISTORE24 DOES NOT GUARANTEE THAT AFFILIATE OR VENDOR WILL EARN ANY SPECIFIC AMOUNT OF MONEY, AND DIGISTORE24 EXPRESSLY DISCLAIMS BENEFIT THAT CONTRACTUAL PARTNER MIGHT OBTAIN FROM THE AFFILIATE PROGRAM, SALES PLATFORM, AND PRODUCTS. IN NO EVENT SHALL DIGISTORE24 BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SALES PLATFORM, PROMOTIONS, PRODUCTS, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN NO EVENT SHALL DIGISTORE24 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT DIGISTORE24 HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. DIGISTORE24’S CUMULATIVE LIABILITY TO CONTRACTUAL PARTNER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, SHALL BE LIMITED TO AND SHALL NOT EXCEED THE AMOUNTS PAID TO CONTRACTUAL PARTNER BY DIGISTORE24 TO CONTRACTUAL PARTNER DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM. CONTRACTUAL PARTNER EXPRESSLY ACKNOWLEDGES AND AGREES THAT DIGISTORE24 SHALL NOT BE RESPONSIBLE FOR ANY ADVERTISING CLAIMS MADE ABOUT PRODUCTS PROMOTED ON THE DIGISTORE24 WEBSITE, OR ANY DAMAGES ARISING OUT OF USE OF THE PRODUCTS.

Miscellaneous

This Agreement shall be governed by the law of the State of Florida, United States of America, notwithstanding its conflicts of law provisions. If any dispute arises under this Agreement, the parties agree to submit the dispute to binding arbitration in Germany, conducted under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with proper jurisdiction. Notwithstanding the foregoing, Digistore24 may initiate a dispute either by submitting it to binding arbitration or by filing in a state or federal court located in Florida or any other court where personal jurisdiction exists over Contractual Partner, at Digistore24’s sole discretion.

Any modifications to this agreement must be made in writing. This written form requirement applies likewise to any waivers of this written form requirement. Contractual Partner may not assign all or any part of this Agreement without Digistore24’s prior written consent. Digistore24 may assign this Agreement at any time with notice to Contractual Partner. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors, and valid assigns of the parties hereto. If any provision of this Agreement is held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Nothing herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default. This Agreement embodies the entire agreement between the parties hereto with respect to the subject matter herein. This Agreement may not be amended or modified except by a writing duly executed by the parties hereto. These GTC contains the entire agreement between Digistore24 and Contractual Partners with respect to the subject matter herein, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Contractual Partners agree that Digistore24 shall not be subject to or bound by any other agreement, insertion order, or online terms and conditions that amend, conflict with, or supplement these GTC, regardless of whether Digistore24 “clicks through” or otherwise indicates its acceptance thereof.

All notices pursuant to this Agreement to Contractual Partner shall be sent to the address or email address submitted by Contractual Partner to Digistore24. All notices pursuant to this Agreement to Digistore24, shall be sent via certified mail to: Digistore24 Inc., 360 Central Avenue, Suite 800, Saint Petersburg, Florida 33701 USA. Contractual Partner shall immediately inform Digistore24 of any changes in address, business name, or other contact information.