Legal

Terms and Legal Information

 

Terms of Use for Stonebranch Marketplace

 

1. Scope

1.1 These terms of use (“terms” or “agreement”) apply to any use of the stonebranch marketplace operated under the URL marketplace.stonebranch.com (“marketplace”), including any use of the services provided thereunder, the uploading or downloading of software, code, data or documentation, contributing to the marketplace or browsing the marketplace by any user (“user” or “you”). Your contractual partner is Stonebranch GmbH, Europa-Allee 54, D-60327 Frankfurt am Main (“stonebranch” or “we”).

1.2 These terms apply in the version valid at the time when you use the marketplace. We reserve the right to change the terms from time to time or to adapt them in accordance with the applicable laws and therefore kindly ask you to check the then current terms for each of your visits or actions on our marketplace.

1.3 We do not accept any deviating terms and conditions. This also applies if we do not expressly object any such terms and conditions.

1.4 If you use our marketplace and/or register with our marketplace on behalf of a legal entity you represent to have the legal authority to bind such legal entity.

 

2. Registration and use

2.1 For actively using our marketplace and uploading or downloading an application including any content, data, documentation or other material included in an app or provided together with an app (each app together with any such material referred to as an “app”) you need to register and create an account. To create an account you must be 18 years old and you need to provide your name, e-mail address, a password and your postal address, and, if you are acting on behalf of a company, the company name. We will treat your login and account information as confidential.

2.2 You have to provide complete and correct information about your identity. We reserve the right to verify the identity of a registered user. Each user may only create one single user account. We may reject, end or cancel registrations or end our services on the marketplace at any time and at our sole discretion.

2.3 Please treat your login data as confidential and do not share your password with any third parties. We are not liable for any abuse of your password, unless caused by us. If you do not sign out you will stay logged in on our marketplace. Please close your browser at the end of the session, especially if a third party may have access to your computer. If you become aware of, or if you suspect that a third party has obtained unauthorized access to your login data or uses your account, please change your password and inform us by e-mail without undue delay.

2.4 We may block access to the marketplace and any user account for cause without notice (temporarily or permanently), in particular if there are indications for any inappropriate use or misuse of the marketplace by the user or by third parties using the user’s access data. A misuse is given in particular if login data of the user is used by more than one person or by persons other than the user, if any offensive, obscene or otherwise illegal or inappropriate content are distributed through the account of the user, or if the login of the user is used in a manner which impairs or endangers the integrity or security of our IT systems or the use of the marketplace by other users.

 

3. Listing of apps on our marketplace for download

3.1 If you upload an app to our marketplace, you allow us to list and publish your app on our marketplace and that we may review and approve your app before its publication on our marketplace to meet certain minimum quality and other criteria that we may determine at out sole discretion. We have the right to review your app but are not obliged to do so. We reserve the right to reject or withdraw our approval at any time and without giving any reasons or explanations.

3.2 If you upload an app to our marketplace you agree and declare

(a) that we and any other user of our marketplace may use your app free of charge for their own and any third party’s purposes and as more specifically described below,

(b) that you have appropriately reviewed and tested that your app is free from any malicious code,

(c) that to the best of your knowledge your app is free from any material defects,

(d) that your app (including any content, data, documentation or other material included in the app or provided together with the app) does not violate or infringe the rights of any third party including patents, utility models, designs, trademarks, tradenames, trade secrets, copyrights or other intellectual property or proprietary rights,

(e) that you will inform us without undue delay should you get to know or suspect that your app (including any content, data, documentation or other material included in the app or provided together with the app) violates or infringes the rights of any third party including patents, utility models, designs, trademarks, tradenames, trade secrets, copyrights or other intellectual property or proprietary rights,

(f) that your app does not otherwise violate any applicable laws or third party rights and, in particular, is does include any offensive, obscene or otherwise illegal or inappropriate content,

(g) that we or any other user of our marketplace might review and publicly comment or rate your app,

(h) that we or any other user of our marketplace may develop and publish applications that are similar to or compete with your app,

(i) that we are entitled to immediately take down your app from our marketplace if we receive a notice from a third party or otherwise suspect or have reasons to believe that your app infringes or might infringe any third party rights or applicable laws.

3.3 We do not assume any responsibility or liability for the content, use, operation, licensing, safety, security or maintenance of your app.

 

4. Licences and rights to use your app

If you upload an app to our marketplace you grant

(a) to us the right to review, test, evaluate and publish your app on our marketplace (or any subsequent marketplace operated by us or any of our affiliates) and to use and operate your app in any possibly way, including the worldwide, perpetual, non-exclusive, royalty-free, irrevocable, sublicensable right to use, copy, change, amend or incorporate in or combine with any other material, make-available and otherwise distribute your app, online or offline, to any third party for any private or commercial use, including any use by affiliated companies.

(b) to any user of our marketplace the right to review, test, evaluate, use and operate your app in any possibly way, including the worldwide, perpetual, non-exclusive, royalty-free, irrevocable, sublicensable right to use, copy, change, amend or incorporate in or combine with any other material, make-available and otherwise distribute your app, online or offline, to any third party for any private or commercial use, including any use by affiliated companies.

 

5. Rights to use apps made available on the marketplace

5.1 If you download an app from our marketplace we, in relation to our own apps, or the third party user that uploaded the app grant(s) to you the right to review, test, evaluate, use and operate your app in any possibly way, including the worldwide, perpetual, non-exclusive, royalty-free, irrevocable, sublicensable right to use, copy, change, amend or incorporate in or combine with any other material, make-available and otherwise distribute your app, online or offline, to any third party for any private or commercial use, including any use by affiliated companies. For the avoidance of doubt, this right shall not include the right to publish the app on any other marketplace, which right shall remain with us or the initial owner (as the case may be).

5.2 If we notify you that that one or more apps provided by us or any other user of our marketplace infringes or might infringe any third party rights, you must immediately stop using the app(s) designated in our notice and return or delete all copies of the relevant app(s) in your possession.

 

6. Ownership in Intellectual Property

6.1 Notwithstanding any licenses and rights to use granted hereunder, nothing in these terms is intended to or transfers or assigns any ownership and/or intellectual property rights in any app (including any content, data, documentation or other material included in the app or provided together with the app). Except as expressly granted under these terms, neither party shall have any right in the other party’s intellectual property intellectual property or proprietary rights.

6.2 Subject to the licenses and rights to use granted by you to us or any third party user under these terms, nothing herein is intended to prevent you from pursuing you rights against any third party, provided that you hereby acknowledge that any use by us or by any third party user as permitted hereunder shall not be considered an infringement of you rights and shall not be considered as support or contribution to any third party’s infringement.

6.3 If we receive a notice from you or a third party that one or more apps provided by you infringe or might infringe any third party rights, we will as soon as reasonably possible take down your app and return or delete all copies of the relevant app(s) in our possession and we shall have the right to post any corresponding information on our marketplace and/or inform any other users individually about any infringement or alleged infringement in order to avoid any damages.

6.4 You shall indemnify us, our officers, employees and agents, our affiliated companies and their officers, employees and agents and our users from any third party claims and any damages, losses or costs (including reasonable attorney fees), arising out of or in connection with any alleged or actual infringement of your app of any third party rights.

 

7. Termination, take down notice

7.1 This agreement shall be effective for an indefinite period, unless terminated by either Party for cause.

7.2 Upon termination of this agreement for cause by us you must immediately stop using all apps from our marketplace or the apps designated in our notice and return or delete all copies of the relevant app or apps in your possession.

 

8. No warranty

8.1 The marketplace publishes and provides all apps on an “as is” basis. Each user may review, test, evaluate, use and operate each app at its own responsibility and at its own risk.

8.2 We do not provide any warranty or guarantee that any apps made available on our marketplace are usable, merchantable, free from defects or fit for any general or special purpose. This applies even if we have reviewed, tested, evaluated or commented any such app.

8.3 We do not assume any responsibility or liability for the content, use, operation, licensing, safety, security or maintenance of any app made available on our marketplace by us or by a third party.

8.4 We expressly disclaim all warranties and guarantees, including in particular any warranties or guarantees that the apps are usable, merchantable, free from defects or fit for any general or special purpose.

 

9. Liability

9.1 We are liable without limitation for damages resulting from dead or bodily injury caused by our negligence or intent, as well as in the case of intent or gross negligence, fraudulent concealment of a defect or assumption of any guarantee for the quality of a product or service.

9.2 In the event of a breach of material contractual obligations, our liability in case of slight negligence is limited to the contract-typical, foreseeable damage. Material contractual obligations are those which arise from the nature of the contract and whose violation would jeopardize the achievement of the purpose of the contract as well as obligations imposed by the contract in order to achieve the purpose of the contract whose proper performance is conditional for the fulfilment of the contract and that the user may usually rely on.

9.3 Liability under the German Product Liability Act and other cases of mandatory liability under applicable laws shall remain unaffected (if and to the extent applicable).

9.4 Liability for loss of user data is excluded.

9.5 All of the foregoing shall apply accordingly to the personal liability of our officers, employees and agents and our affiliated companies and their officers, employees and agents.

 

10. Confidentiality

10.1 For the purposes of this clause, confidential information means any information which has been disclosed by or on behalf of a party or its affiliates in confidence and has been marked as “confidential” or which by its nature ought to be regarded as confidential (the “Confidential Information”), provided that any app (including any content, data, documentation or other material included in the app or provided together with the app) shall not be considered as Confidential Information.

10.2 Each party shall treat the other party’s Confidential Information confidential. In particular, the user shall, and shall ensure that its affiliates and employees shall, not disclose any Confidential Information received from us to any third party and shall not use the same other than for the purpose of this agreement.

10.3 The confidentiality obligations hereunder shall not apply to information that: (a) is required to be disclosed by applicable laws, provided that the disclosing party promptly notifies the other party of its requirement to disclose, and co-operates with the other party in avoiding or limiting the disclosure; (b) was already in the possession of the party making the disclosure without an obligation of confidentiality when it was received from the other party or its affiliates; (c) was already in the public domain at the time of disclosure, except as a result of a breach of the agreement; or (d) was independently developed without access to the other party’s or its affiliates’ Confidential Information.

10.4 Nothing herein shall restrict either party from disclosing Confidential Information of the other party or its affiliates if and to the extent required by law or for the purposes of legal proceedings; or if and to the extent required by any securities exchange or regulatory or governmental body to which that party is subject; or prevent either party from disclosing Confidential Information to its affiliates, consultants and other professional advisors, auditors and bankers.

 

11. Force Majeure

Our performance and liability hereunder is subject to any circumstances beyond our control or beyond the control of our suppliers, subcontractors or agents, including but not limited to strikes or labour disputes (whether at the individual company or industry wide), floods, fire, storm, war, riot, acts of God, rules, laws, orders, restrictions, embargoes, quotas, actions or in-actions of any government, foreign or domestic, or any agency or subdivision thereof, accidents, shortages of transportation facilities, withholding of products by customs, loss of products in warehouses, or other contingency beyond our reasonable control or the reasonable control of our suppliers, subcontractors or agents or otherwise unavoidable.

 

12. Export Control

You are responsible to comply with all export control regulations. You shall not export or re-export any app or parts thereof made available through our marketplace into any EU or US embargoed countries or to anyone on the EU or US lists of specially designated nationals or any EU or US denied persons or entities lists. You represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use or re-export any app or any parts thereof for any purposes prohibited by EU or US law, including the development, design, manufacture or production of nuclear, chemical or biological weapons. You will be solely responsible for ensuring that your provision of apps or parts thereof to users through our marketplace complies with any export regulations.

 

13. Miscellaneous 

13.1 Unless otherwise expressly set out herein, the user shall not assign, transfer, charge or otherwise deal with any of its rights hereunder, nor grant, declare, create or dispose of any right or interest in them, without our prior written consent.

13.2 Unless otherwise expressly set out herein, this agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party.

13.3 This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings regarding such subject matter.

13.4 No amendment, variation or waiver of this agreement shall be valid unless in writing and duly executed by or on behalf of all of the parties to it.

13.5 Each of the provisions of this agreement is severable. If a provision is held to be or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, then (a) to the extent that it is illegal, invalid or unenforceable, it shall be deemed not to be included in this agreement, it shall not affect or impair the legality, validity or enforceability in that jurisdiction of the other provisions of this agreement, or of that or any provisions of this agreement in any other jurisdiction; and (b) the parties shall use all reasonable endeavours to replace it with a valid and enforceable substitute provision or provisions, with an effect as close as possible to the intended effect of the illegal, invalid or unenforceable provision.

13.6 This agreement and the relationship between the parties shall be governed by, and interpreted in accordance with, the laws of Germany. Any disputes shall be subject to German jurisdiction and the courts of Frankfurt/Germany.

 

Version: 1 April 2018

Stonebranch GmbH | Europa-Allee 54 | D-60327 Frankfurt am Main

Managing Directors: Dr. Detlef Purschke, Felix Lademacher

 

HRB 12904 (Amtsgericht Bad Homburg)

 

© 2018 Stonebranch, Inc. – All rights reserved. Republication or any unauthorized use and redistribution of Stonebranch content, is prohibited without the prior written consent of Stonebranch, Inc. and its legal entities. Stonebranch is a are trademark of Stonebranch, Inc.

Stonebranch shall maintain the ownership and the rights to use and owe any code, tool, documentation, which will be developed by any Stonebranch marketplace contributor in connection with the source-code provided as described on this page and related sub-pages.

No support and no warranty are provided by Stonebranch and its entities for provided Universal Tasks. Stonebranch assumes no liability for damage caused by the performance of the Universal Tasks.

 

Legal Entities

Stonebranch, Inc.

4550 North Point Parkway, Suite 200

Alpharetta, GA, 30022

USA

Phone: +1 678 366 7887

 

Stonebranch GmbH

Europa-Allee 54

60327 Frankfurt am Main

Germany

Phone: +49 (0) 69 7430485 500

 

Daring Star Ltd. - Stonebranch Company Group

Menelaou 9

15124, Marousi

Greece

Phone: +30 210 6100762