§ 2 Conclusion of Contract, Registration, Account
2.1 A contract for the presentation of Add-ins in the Platform ("Agreement") is generally concluded by PTV's written acceptance of a respective application from the User (see clause 2.4 hereof). Applications must be made in writing in order to be valid and shall regularly be sent to PTV by e-mail.
2.2 The User must provide PTV with all information requested by PTV in the application process ("Registration Data"). Any Registration Data provided to PTV must be complete and correct. The User shall inform PTV immediately about changes in regard to the Registration Data. PTV uses the contact data supplied with the Registration Data for any communication with the User concerning the presentation of the User's Add-ins in the Platform.
§ 3 Performance by PTV
3.1 The Platform is purely an information platform that presents Add-ins available for the Software. PTV does not provide any online-shop functions, particularly but not limited to, the delivery of Add-ins or the collection and forwarding of payments of customers (see clause 3.3. hereof) to the respective User.
3.2 A customer interested in acquiring an Add-in ("Customer") has to contact the respective User outside of the Platform to perform any business transactions with the User using the contact details provided by the respective User (see clause 4.1 f). The Platform is not an online shop and does not offer contracting functionalities. PTV will not be party to any contract between a Customer and a User about the acquisition of an Add-in.
3.3 Each Add-in will be presented on its own web page ("Web Presentation") and show the information listed in clause 4.1. PTV uses a uniform layout, determined by PTV for each Web Presentation.
3.4 PTV shall make the Web Presentation available to Customers on the internet during the contractual term. Customers access the Web Presentation via the common internet browsers. PTV warrants an availability of the Web Presentation of 97 % per calendar month.
3.5 The content of the Platform is available to the general public.
§ 4 Presentation of Add-ins
4.1 The User adds his Add-ins to the Platform by providing PTV with the following information intended for the presentation of the Add-in in the Platform:
a) The name of the Add-in;
b) A short description of the functionality of the Add-in;
d) Compatibility with the Software releases;
e) Supported languages;
g) Link to the website of the User;
h) Contact details of the User.
The User enters the information into a document template provided by PTV and sends the document to PTV via email.
4.2 The information mentioned in clause 4.1 hereof has to comply with the following conditions ("Conditions for Publication"):
a) The User shall provide correct information about the functionality of the Add-in;
b) The User shall not make any unreasonably negative comments about the Software or advertising statements about competitive software that possesses the same functionality that PTV's Software does;
c) The information that the User provides PTV with shall not violate the law in force, accepted moral principles or rights of third parties.
4.3 The User warrants that it holds all rights necessary to publish the Web Presentation.
4.4 PTV is entitled to reject Add-ins that infringe the Conditions for Publication. PTV is entitled to verify the compliance with the Conditions for Publication by testing the Add-in ("Trial"). The User shall provide PTV with a trial version of the Add-in without compensation. PTV shall not itself market the trial version or reverse engineer it. Clause 4.10 shall remain unaffected.
4.5 PTV adds the Web Presentation of the Add-in to the Platform after the Trial has been completed and has proven the compliance with the Conditions for Publication.
4.6 Users holding an active maintenance contract for the Software shall receive advance notice about new releases of the Software before the official release date. The Users are free to adapt their Add-ins to the new release. However, the Users have to inform PTV about the compatibility status of their Add-ins so that PTV is able to update the compatibility information of the Web Presentation (see clause 4.1 d) hereof). PTV shall be under no obligation to observe Add-ins of users when developing updates or upgrades of the Software. Particularly, PTV does not accept any responsibility for the compatibility of futures versions of the Software with any Add-ins.
4.7 PTV shall not be liable for the incorrectness of the Web Presentation, in particular, but not limited to the incorrectness of the description of the Add-ins' functionality and the Add-ins' compatibility with the Software releases.
4.8 The User shall indemnify PTV from and against any claim, loss, damage or expense of whatever nature that may incur on the part of PTV based on non-observance of this § 4 on the part of the User or any clams brought forward against PTV by third parties in connection with Add-ins promoted by the User. This does not apply if the User proves that he is not responsible for the circumstances leading to claim, loss, damage or expense.
4.9 PTV may temporarily withdraw a Web Presentation if there are facts leading to the suspicion that a Web Presentation is not compliant with the provision of this § 4 or if third parties raise claims of allegations with respect to such Web Presentation. PTV will regularly consult the User before such withdrawal unless such consultation would be unreasonable due to imminent danger. The User's obligation to pay the agreed remuneration shall remain unaffected.
4.10 This Agreement shall in no way limit the right of PTV to restrict or enhance the functionalities of the Software. PTV may in its own free discretion develop and market Add-ins, having the same or similar functionalities as the Add-ins developed by the Users. Save for any obligations accepted by PTV under a maintenance contract PTV shall not be obliged to further develop or market the Software in future or to uphold maintenance and support services for the Software. Functional overlaps between an Add-in and the Software and shall not entitle the rejection of an Add-in.
§ 5 Fee, Payment
5.1 The User shall pay the following fees to PTV:
a) Registration including the publication of one Add-in: 800,00 Euro
b) Publication of each additional Add-in: 200,00 Euro
These fees cover the initial editing and presentation of the Web Presentations during the term of this agreement.
5.2 Invoices shall be paid within 14 days without deductions.
5.3 The fee is always subject to VAT unless there is no liability for VAT on the fee.
5.4 The User shall only be entitled to set-off claims that are undisputed or recognized by final judgment. The User shall only be entitled to exercise a right of retention if the counterclaim is based on the same contractual relationship.
5.5 If the User does not make the payment within the period specified in clause 6.3, PTV is entitled, after issuing a prior notice and threat of disablement, to remove the Web Presentations from the Platform for the duration of the default. In the event of a payment default, PTV can claim default interest amounting to the statutorily granted percentage points above the base rate. PTV's right to prove higher damages caused by default remains unaffected. Other claims by PTV due to a payment default by the User, in particular the right of termination for good cause, remain unaffected. The User shall remain under an obligation to pay the agreed fee despite the removal of the Web Presentation.
§ 6 Rights to the content
a) store the Web Presentation on a server of PTV or a server commissioned by PTV;
b) publish the Web Presentation on the internet;
c) edit and reproduce the Web Presentation, as far as such is required for the operation of the Platform.
6.2 The User is aware that PTV is not able to prevent internet users from reproducing, distributing and publishing the Web Presentation.
§ 7 Warranty
7.1 PTV shall rectify faults in the Web Presentation that are duly reported by the User, within a reasonable period of time.
7.2 The User is not entitled to reduce the agreed payment because of faults. The right of the User, to totally or partly demand a return of a share of the payment on the principles of unjust enrichment in case of faults is not affected by this. PTV shall pay damages or compensation of futile expenditures within the limits of clause 8.
§ 8 Damages and compensation for expenses
8.1 Unless otherwise agreed in writing by the Contracting Parties, PTV will pay damages and compensation for futile expenditure, no matter on what legal ground, solely to the following extent:
a) Full liability will be assumed in case of intent, fraudulent intent or in case of a written guarantee issued by the management of PTV.
b) PTV will assume liability in the amount of the typical damage foreseeable at the time of conclusion of the Agreement in case of gross negligence.
c) In case of a negligent breach of a material obligation, the satisfaction of which enables proper performance of this Agreement, on the satisfaction of which the User generally relies and is entitled to rely, and a breach of which jeopardizes achievement of the purpose of the Agreement (material obligation), PTV will be liable in the amount of typical damage that is foreseeable at the time of conclusion of the Agreement.
d) For all other matters, liability for ordinary negligence is excluded.
e) In case of injury to life, limb or health and in case of claims under the German Product Liability Act (Produkthaftungsgesetz), the statutory provisions apply.
8.2 It remains possible to raise the defence of contributory negligence.
§ 9 Term, Cancellation
9.1 Unless otherwise agreed by contract, the Agreement has a minimum term of twelve (12) months starting with the date of the conclusion of the Agreement. After the end of the minimum term, the Agreement may be terminated by either party with a notice period of 2 weeks.
9.2 If the User did acquire the right to publish additional Add-Ins during the term of this Agreement, such Add-Ins will be published in accordance with the terms of this Agreement for a minimum of six months, even if the term of this Agreement ends earlier.
9.4 Notices of termination have to be issued in writing in order to be valid.
9.5 In case of termination PTV will remove the Web Presentation of the Add-in from the Platform and delete all data of the User.
§ 10 Statute of Limitation
10.1 The prescription period is limited
a) to one (1) year for claims based on defects;
b) to two (2) years for claims for damages or compensation for futile expenditure that are not based on material defects or an infringement of third-party rights.
10.2 Clause 10.1 hereof shall not apply to claims for damages or compensation for expenditure that are based on intent, gross negligence, guarantee or fraudulent intent, or in the cases mentioned in Clause 9.1.e) hereof.
§ 11 Changes of the Agreement
PTV is entitled to change the conditions of the Agreement. PTV will inform the User of the changes in writing. The changes are considered to be agreed if the User does not object in writing within three months after receipt of the notice of these changes. PTV will separately point out to the User this period of notice and the legal consequences of not complying with it.
§ 12 Final Provisions
12.1 The law of the Federal Republic of Germany to the exclusion of the German rules on conflict of laws and the UN CISG dated 11 April 1980 applies to the Agreement and all legal relations between PTV and the User.
12.2 If the User is a merchant, a legal person governed by public law or a special fund under public law, or if the User has no venue within Germany, the venue for all disputes arising under or in connection with the Agreement is the registered office of PTV.