General Terms and Conditions for use of the zanox marketplace by Publishers and Advertisers

(“marketplace T&Cs”)
Effective from: 28.09.2011


ZANOX AG (“zanox”) operates and manages a network on the Internet allowing providers to advertise their goods and services (“Advertisers”), particularly by way of affiliate marketing (“zanox Network”). Advertisers make advertising material (“Ad Media”) available to zanox by means of partner programs. An owner or operator, for example of a website (“Publisher”), may use and display such Ad Media free of charge on, for instance, websites or in e-mails and thus market the products of the Advertisers. If the advertising is successful, the Advertiser shall remunerate zanox and, for its part, zanox will pay the Publisher a success-based remuneration.
zanox offers a supplementary facility (“zanox marketplace”) for Publishers and Advertisers (hereinafter also referred to collectively as “Customers” or “Customer”) which are registered in the zanox Network. In the zanox marketplace, Advertisers and Publishers can deposit information on themselves and their services on a profile page. The zanox marketplace also offers Customers the possibility of identifying and selecting those Publishers and Advertisers that are particularly attractive and suitable for them on the basis of key performance indicators. Participation in the zanox marketplace is on the basis of these marketplace T&Cs.

1 General Provisions

1.1    These marketplace T&Cs supplement the General Terms and Conditions for Publishers ("T&Cs for Publishers") and for Advertisers ("T&Cs for Advertisers"), on which participation in the zanox Network is based, by the special provisions concerning participation in the zanox marketplace.


1.2    The marketplace T&Cs govern the contractual relation between zanox and the Publishers as well as the contractual relation between zanox and the Advertisers concerning participation in the zanox marketplace. The special provisions of these marketplace T&Cs for Advertisers (Section 8 of these marketplace T&Cs) apply exclusively for participation by Advertisers in the zanox marketplace; the special provisions of these marketplace T&Cs for Publishers (Section 7 of these marketplace T&Cs) apply exclusively for participation by Publishers in the zanox marketplace. The other provisions apply for both Advertisers and Publishers.


1.3    In so far as these marketplace T&Cs contain no specific or deviating provisions, the provisions of the T&Cs for Advertisers shall apply in addition to the participation of Advertisers in the zanox marketplace and the provisions of the T&CSs for Publishers shall apply in addition to the participation of Publishers in the zanox marketplace.


1.4    Deviating or contradictory terms and conditions of the Customer shall be considered invalid. This shall also be the case even if zanox has prior knowledge of such contractual conditions and still permits  access to the zanox Network in spite of having knowledge of said contractual obligations. Divergent statements by the Customer in reference to their own terms and conditions are hereby contradicted and deemed invalid.

2 Participation in the zanox marketplace

2.1    Participation in the zanox marketplace requires an active Publisher Account or Advertiser Account for participation in the zanox Network (collectively also "Network Account"). The Customer can select a Publisher Account, individual or all partner programs from his Advertiser Account for participation in the zanox marketplace. zanox reserves the right to exclude individual types of Publisher Accounts and individual types of partner programs from participation in the zanox marketplace.


2.2    For the purpose of participating in the zanox marketplace, the Customer shall set up a separate marketplace view for the chosen account (Publisher) or for the partner programs (Advertisers) chosen by him ("marketplace Unit"). The Customer’s Network account, i.e. his Publisher Account or his Advertiser Account, shall continue to exist also after successful registration in the zanox marketplace. If the Customer has more than one Network Account or more than one partner program in an Advertiser Account which he wishes to register for participation in the zanox marketplace, he requires a separate marketplace Unit for each Network Account or for each individual partner program.


2.3    Access to the zanox marketplace is via a special internet site ("marketplace User Interface"). The Customer can also continue to use the functions of the zanox Network via the marketplace User Interface.


2.4    Registration for participation in the zanox marketplace is carried out exclusively by a person who is registered in the zanox Network as authorized user for the Customer and who has previously registered personally as user in the zanox marketplace, and who has consented to the special terms and conditions for users ("T&Cs for Users") ("User"). Users who register an account or a partner program in the zanox marketplace for the first time, thereby creating the corresponding marketplace Unit, are referred to as "Owners". Under these marketplace T&Cs, the owner has unrestricted rights of use in the zanox marketplace in terms of the marketplace Unit registered by him.


2.5    All activities within the scope of participation in the zanox marketplace following creation of the marketplace Unit will be performed by the Owner or by other Users with corresponding authorization from the Customer. The Customer can authorize more than one User. A User can be authorized by any number and type of Customer (Advertisers and/or Publishers) or for any number of marketplace Units ("Multi-accounting"). The authorization shall take effect upon consent by the User to the authorization. The Customer can also authorize Users to authorize additional Users for the Customer. The Customer can restrict the authorization of the Users to specific activities and uses, and can withdraw the authorization of a User at any time with immediate effect. Following withdrawal, the User automatically ceases to have access to the Customer’s marketplace Units. The authorization shall also expire automatically if zanox blocks the User’s registration because the latter has violated the T&Cs for Users in a manner that entitles zanox to implement such a block. Zanox shall inform the Customer in such cases.


2.6    The Owner’s rights of use shall end automatically if the Owner appoints another User as Owner via the marketplace User Interface. The new Owner shall then automatically replace the previous Owner whose rights of use in the zanox marketplace shall expire.


2.7    The Customer guarantees that the Users authorized by him, including the User appointed as Owner, shall comply with the provisions for the use of the zanox Network and the zanox marketplace (T&Cs for Advertisers or T&Cs for Publishers and the marketplace T&Cs). The Customer shall be liable to zanox for the conduct of the Users authorized by him.

3 Subject of the agreement and zanox services

3.1    zanox offers the Customer the additional applications set out below in the zanox marketplace. In addition, the functions of the zanox Network will remain available to the Customer.


3.2    In the zanox marketplace, zanox offers the Customer the possibility of creating an own profile in which the Customer can inform the other participants about himself and his services or products (Section 4 of these marketplace T&Cs).


3.3    The new directories "zanox Publisher Directory" and "zanox Program Directory" with tabular presentations of specific key figures of the Publisher Accounts and partner programs of the Advertisers participating in the zanox marketplace (Section 5 of these marketplace T&Cs) form an important integral part of the zanox marketplace.


3.4    Additional functions are also available to Customers in the zanox marketplace by which they can communicate directly with other Customers.


3.5    zanox endeavours to continuously develop and improve the zanox marketplace. In the course of such development, zanox may enhance, expand or slightly modify individual applications. This may include the partial or total discontinuation of individual functions so long as this does not result in any significant change of zanox´ contractual duties. zanox explicitly reserves the right to enhance functions and services, change them, if these changes are not significant, or improve them. zanox particularly reserves the right to alter a service when such a change is customary in the industry or made necessary by changes of the law or court rulings. zanox also reserves the right to alter the structure and content of the directories (Section 5). As a matter of course, zanox will properly take into account the interests of the Customer.

 
3.6    In the absence of any explicit agreement to the contrary, the information received by the Customer from zanox and/or other Customers in the course of his participation in the zanox marketplace must be used exclusively within the scope of the present contractual relation. All rights to texts, images and other content shall lie with zanox or the holder of the respective rights.


3.7    zanox is entitled to delegate part of or all of the services to be rendered to affiliated enterprises, third party service providers or vicarious agents.

4 Profiles

4.1    The profiles for the respective marketplace Unit are designed exclusively by the Customer itself. Within the limits of the statutory provisions and these marketplace T&Cs as well as the T&Cs for Publisher or T&Cs for Advertiser, the Customer can decide freely which information it wishes to provide on himself and his business in the profile and which documents he wishes to make accessible in his profile for access by other Customers. The Customer can alter and expand the content of his profile at any time via the marketplace User Interface. The Customer is not obliged to create a profile on himself. Nevertheless, the Customer’s respective marketplace Unit can only be searched by other Customers in the directories pursuant to Section 5if the Customer has created the profile once and fully in accordance with the following provisions and published it in the zanox marketplace. A profile is complete if the Customer has filled out the areas of the profile marked by zanox as compulsory and approved it for publication. zanox does not carry out a qualitative assessment of the content.


4.2    Further details on the profile for Publishers and on the profile for Advertisers are provided in the special provisions of these marketplace T&Cs (Sections 7 and 8).


4.3    By uploading corresponding files, the Customer can also make documents with further information on himself and his business model accessible in his profile.


4.4    The publication of profile information in the zanox marketplace is carried out automatically each time information is stored by the Customer (“Approval”); as a fundamental rule, this publication is not subject to a separate consent. In deviation from this, additional confirmation by the Customer is required for both Approval and storage of the program-specific conditions for participation in partner programs. Renewed Approval by the Customer is required following each alteration of the profile. Following Approval by the Customer, the profile is fundamentally viewable for all other Customers in the zanox marketplace and can be searched in the directories (Section 5) in accordance with Section 4.1.


4.5    The Customer can conceal individual items of information in its profile, with the exception of the name of the respective marketplace Unit. The concealed information remains in the profile but is no longer visible for the other Customers. The Customer can cancel this at any time. The standard profile setting for the individual items of information allows for visibility of the information.


4.6    Only the Customer is responsible for the accuracy of the content and the lawfulness of the content contained in the profile, including third-party content (RSS Feeds etc.) which the Customer embeds in his profile, uses in any other way or to which the Customer creates a link in his profile. zanox is not obliged to check the data, information, documents and other content, embedded by the Customer in his profile, for completeness, correctness, freedom from contradictions or lawfulness. In particular, the Customer’s profile must not.


4.6.1    violate the provisions of these marketplace T&Cs as well as of the T&Cs of Publisher or the T&Cs for Advertisers
4.6.2    violate rights of third parties (in particular trademark, copyright and personal rights)
4.6.3    violate other statutory (in particular data protection, competition and criminal) provisions and, in particular, must not contain content that is racist, glorifies violence, is pornographic or morally harmful to youth.


4.7    The Customer shall indemnify zanox against all claims of other Customers and third parties, asserted by these against zanox as a result of incorrect, incomplete, contradictory and/or unlawful entries in the Customer’s profile.

5 Directories

5.1    The zanox Publisher Directory is an overview of all marketplace Units of Publishers, participating in the zanox marketplace, whose profile is complete pursuant to Section 4.1. This overview of the marketplace Units and the corresponding information can be viewed, searched and filtered according to various criteria, such as the Publisher categories (see Section 5.1.3), by all Advertisers participating in the zanox marketplace.


5.1.1    All marketplace Units of Publishers with various performance data, so-called Key Performance Indicators (“KPI”) are listed in the zanox Publisher Directory. The KPI are the results of automated evaluations by zanox on the basis of the information, in particular transaction data such as views, clicks, leads and sales, recorded within the scope of Customer activities in the zanox Network and zanox marketplace.
5.1.2    zanox reserves the right to alter or supplement the KPI listed in the zanox Publisher Directory and filter functions in the zanox Publisher Directory, e.g. through the introduction of additional comparison and recommendation functions.
5.1.3    zanox classifies Publishers into categories and sub-categories on the basis of the business model with which a Publisher generates transactions ("Publisher Categories"). These categories and sub-categories are extended and adapted by zanox on an ongoing basis and can include, for example:  


-    Content: comparison sites, shopping directories, editorial / social / media content, communities & user-generated content, cashback, loyalty, discount codes (discounts & coupons), lead-generation via content, virtual incentives
-    Display: ad networks, media brokers, sub-networks, direct traffic, social traffic, mobile traffic, retargeting (display), contextual targeting
-    Search: direct linking or with landing pages, social search, mobile search, domain parking
-    E-mail: newsletters, lead generation via e-mail, retargeting (e-mail)
-    Non-classified: Publishers who, following initial registration in the zanox network, cannot yet be allocated to any other category.


5.2    The zanox Program Directory is an overview of all marketplace Units of Advertisers, participating in the zanox marketplace, whose profile is complete pursuant to Section 4.1. This overview of the marketplace Units and the corresponding information can be viewed, searched and filtered according to various criteria, such as the program categories (see Section 5.2.3), by all Publishers participating in the zanox marketplace.


5.2.1    All marketplace Units of Advertisers are listed in the zanox Program Directory with different performance data, so-called Key Performance Indicators (“KPI”). The KPI are the results of automated evaluations by zanox on the basis of the information, in particular transaction data such as views, clicks, leads and sales, recorded within the scope of Customer activities in the zanox Network and zanox marketplace.
5.2.2    zanox reserves the right to alter or supplement the KPI listed in the zanox Program Directory and the filter functions of the zanox Program Directory, e.g. through the introduction of additional comparison and recommendation functions.
For example, the following KPI regarding a marketplace Unit of an Advertiser are shown in the zanox Program Directory:
-    Conversion rate: the ratio between confirmed sales and leads and the clicks on Ad Medias
-    Confirmation rate: the ratio between recorded sales and leads and the respective sales or leads confirmed by the Advertiser
-    Approval time: the average time between the tracking of sales and leads and approval of valid sales and leads by the Advertiser
-    Estimated earnings per click (EPC): the average commission per click on Ad Medias. This figure depends, amongst other things, on the conversion rate and the confirmation rate.
-    Payment time: the average time between the tracking of sales and leads and payment of successful sales and leads by the Advertiser
-    Product feed: availability of product offer data for the partner program
-    Date launched: the starting date of the partner program
-    AdRank: the general performance indicator for Customers
The KPI conversion rate, approval time, payment time, EPC are listed specifically for a Publisher category (see Section 5.1.3).
5.2.3    zanox classifies partner programs of Advertisers into categories and sub-categories on the basis of the products and/or services offered in a partner program ("Program Categories"). These categories and sub-categories are extended and adapted by zanox on an ongoing basis.


5.3    The KPI are determined dynamically on an ongoing basis. The KPI are shown for the first time following expiry of the collection period required for the respective KPI.


5.4    The Customer can request information at any time, for example by e-mail to the zanox Account Manager responsible for him, concerning which information and KPI are stored on him in the directory of relevance for him and can be accessed by other Customers.


5.5    The categorisation of the marketplace Unit in the directories is at the discretion of zanox. The Customer has no entitlement to inclusion of his marketplace Unit in a specific category. Upon request by the Customer, zanox will, however, alter or extend the categorisation in so far as the category desired by the Customer corresponds to his business model. The categorisation in the directories is non-binding and is intended as orientation assistance for the Customer when selecting the Publishers or Advertisers that are suitable for him. The categorisation does not create any entitlements of the Customer with respect to zanox.


5.6    The Customer may also send an e-mail to the Account Manager responsible for him demanding that his marketplace Unit be deactivated, with the result that the profile (Section 4) is no longer viewable as regards this marketplace Unit and the stored information and/or KPI regarding the marketplace Unit are no longer displayed in the relevant directory. In such cases, the Customer no longer has access to functionalities of the zanox marketplace via the deactivated marketplace Unit and the corresponding marketplace Unit no longer participates in the zanox marketplace. If the Customer makes use of this option, he can reverse this at any time via an e-mail to the responsible Account Manager, so that the respective marketplace Unit is reactivated and thus again visible in the directory for other participants in the zanox marketplace.


5.7    The special provisions for Advertisers (Section 8 of these marketplace T&Cs) and for Publishers (Section 7 of these marketplace T&Cs) shall apply in addition to this.

6 Obligation of the Customer, misuse

6.1    The Customer is obliged to refrain from all forms of technical interference with the zanox Network and the zanox marketplace. Technical interference has been defined, in particular, as hacking attempts, i.e. attempts to breach, circumvent or override in any other way the safety mechanisms of the zanox Network or the zanox marketplace, the use of automatic data reading programs, the use and/or dissemination of viruses, worms, Trojans, the use of brute force attacks and/or the use of other links, programs or procedures that may damage the zanox Network or the zanox marketplace (including the entire hardware and software employed to operate the zanox Network and the zanox marketplace) or individual participants of the zanox Network or zanox marketplace.


6.2    Ways of communicating with other Customers which are made available to the Customer in the context of this agreement may only and exclusively be used for contractual purposes agreed herein. The Customer must not use his profile pages to request other participants in the zanox marketplace (Customers or Users) to cooperate directly through circumvention of the zanox marketplace or zanox Network, or encourage any such cooperation, e.g. through the creation of a link.


6.3    All forms of misuse, i.e. the conclusion of business transactions through unfair methods or inadmissible means, which violate applicable law, these marketplace T&Cs, any additional program-specific participation conditions or the principle of the zanox marketplace, are prohibited.


6.4    The data and information contained in the directories (Section 5 of these marketplace T&Cs) constitute business secrets of zanox. Information made accessible to the Customer in the context of this agreement may only and exclusively be used for contractual purposes agreed herein. The Customer is not allowed to set up and use marketplace units in order to acquire information from the zanox Network for purposes other than those permitted under these marketplace T&Cs. With regard to the access granted him to the zanox marketplace as well as the information and data contained therein, the Customer is not allowed, either in part or in full,


6.4.1    to forward these to third parties or to enable access to these by third parties over and beyond the form explicitly stated in the respective performance description,
6.4.2    to modify or otherwise alter these,
6.4.3    to transfer these into other forms of works,
6.4.4    to use these to create an own database and/or an information service.


6.5    All violations of the above provisions by the Customer shall result in immediate blocking of the Customer’s Network Account (Publisher Account or Advertiser Account). An appeal can be lodged in writing against the blocking within one month of the blocking in order to clarify the facts. If it is not possible to clarify the facts in favour of the Customer, zanox will serve notice of termination. In the event of termination, winding up shall be based on Section 13 of these marketplace T&Cs.


6.6    In the event of violation of the aforementioned obligation, the Customer shall pay a contractual penalty to zanox for each violation equal to an amount that is in zanox´ discretion, depending on the circumstances of each individual case and, in case of an argument between the parties, being subject to a decision of the competent court.

7 Special provisions for Publishers

The Publisher has the possibility of embedding in his profile (Section 4 of these marketplace T&Cs) the brands and logos of the Advertisers with whom he maintains partner programs, provided the Advertiser does not object to this. No entitlement exists to use of these logos. 

8 Special provisions for Advertisers

8.1    In the zanox marketplace, the Advertiser can extend direct invitations to Publishers to participate in his partner program.


8.2    With regard to the business designations, logos, brands and other Ad Medias which the Advertiser makes available for use in his profile (Section 4 of these marketplace T&Cs), the Advertiser grants zanox the right to use these logos and brands in the zanox marketplace and in the zanox Network within the context of the contract. In particular, zanox can permit use of the Advertiser’s logos and brands on the own profile page by Publishers who participate in partner programs of the Advertiser in the zanox Network and in the zanox marketplace. The Advertiser can forbid use of his logos and brands at any time. Section 6 of the T&Cs for Advertisers (rights of use) shall remain unaffected.


8.3    It is the responsibility of the Customer himself to check whether the respective Publisher actually fulfils the requirements for the partner programs operated by him.

9 Remuneration

The services pursuant to Section 3 of these marketplace T&Cs are currently provided to the zanox Customers participating in the zanox marketplace without separate remuneration.

10 Rights of use

10.1     For the duration of the contract, zanox shall grant the Customer the revocable, non-exclusive, non-transferable and non-sub-licensable right to use the zanox marketplace for own business purposes in accordance with these marketplace T&Cs and the respective description of services. No further rights of use shall be granted to the Customer.


10.2    zanox is hereby authorized to use the trade names of the Customer (including the brands of the goods or services of the Customer marketed through zanox) as a reference within the context of its own marketing activities, particularly for customer reference lists.

11 Liability of the customer and indemnification in cases of violation of the contract

11.1    Compliance to these terms and conditions is of major importance for the operation of the zanox marketplace. In addition to termination, zanox reserves the right to take further legal action in the event of serious violation of these marketplace T&Cs by the Customer.


11.2    If the Customer or a User authorized by the Customer violates these marketplace T&Cs and legal claims are asserted against zanox by third parties as a result of this contract violation, the Customer shall be obliged to indemnify zanox against all third-party claims; zanox is entitled to demand payment by the Customer of all costs and expense incurred by zanox as a result of this violation. This includes in particular the payment of damages to third parties associated with the defence against third party claims and any other damage.


11.3    Apart from the aforementioned, the Customer shall be liable in accordance with the relevant legal provisions.

12 Liability and limitation of liability

12.1    zanox is not liable for the content of third-party websites, for damage or other disturbances caused by defects to or incompatibility of software or hardware of the Customer, or for damage resulting from the insufficient availability or imperfect functioning of the internet.


12.2    Apart from the aforementioned, regardless of the legal grounds, liability shall apply only


12.2.1    if one of its legal representatives, executives or other vicarious agents has acted with intent or gross negligence,
12.2.2    in the event of any culpable breach of an essential contractual duty, delayed performance or the impossibility of performance, in each case based on the respective merits. The expression "essential contractual duty" describes a duty in the abstract, the fulfilment of which is an essential pre-requisite for the due implementation of the agreement, and that is a duty on whose fulfilment the respective other party can rely as a general rule.


12.3    In the event of liability pursuant to Section 12.2.2, such liability shall be limited, for financial loss and damage to property, to the amount of the typically foreseeable loss.


12.4    The above limitations of liability shall not apply to cases of mandatory statutory liability, in particular liability pursuant to product liability law, liability for a guarantee that has been assumed, and liability for culpable injury to life, limb or health.

13 Duration and termination

13.1    The Agreement for participation in the zanox marketplace is concluded for an indefinite period. The parties can terminate the Agreement at any time in writing.


13.2    Both Parties reserve the right to terminate the Agreement without advance notice for good cause. Good cause shall be deemed the following:


13.2.1    one of the contractual parties effectively and/or sustainably violates its contractual obligations;
13.2.2    the respective other party is liquidated, its business operation or essential aspects/assets of its operations are sold or liquidated, it becomes insolvent and/or is placed under sequestration or undergoes similar significant changes to its financial position, its capacity to act or its business organisation or if insolvency proceedings have been opened against its assets, if such an application is dismissed for insufficiency of assets or if the court orders a temporary securing of assets.


13.3    Termination of the Agreement for participation in the zanox marketplace shall not affect the Customer’s account in the zanox network. The Customer’s profile (Section 4 of these marketplace T&Cs) as well as the information in the directories (Section 5 of these marketplace T&Cs) will no longer be displayed following ending of the participation in the zanox marketplace and deleted in full upon expiry of the statutory data retention periods.


13.4    Participation in the zanox marketplace requires an active account in the zanox Network. In the event of ending of participation in the zanox Network for whatever reason, the Customer's participation in the zanox marketplace shall also end simultaneously and automatically. Continued participation in the zanox marketplace without an account in the zanox Network is not possible.

14 Amendments to these T&Cs

14.1    zanox reserves the right to amend less material provisions under these marketplace T&Cs at any time without providing reasons unless such amendment would lead to a revision of the overall Agreement structure. For the purposes of this clause, in particular any such provisions that refer to the nature and scope of contractual services, the term or termination of the Agreement shall be regarded as material provisions. Notification regarding the amended terms shall be sent by e-mail no later than two weeks before they become effective. Should the Customer not object to the validity of the amended marketplace T&Cs within four weeks of receipt of the e-mail in text form (e.g. by e-mail), the amended terms shall be deemed accepted. zanox undertakes to include a notification detailing the right to object as well as the significance of the four week period.


14.2    If the Customer objects to the validity of the new (amended) marketplace T&Cs, zanox´ request for amendment shall be considered rejected. In this case, the Agreement shall be continued under the previous conditions. zanox´ right to terminate the Agreement shall remain unaffected. Separate reference will also be made to this possibility of termination in the notification.

15 Confidentiality

15.1    The parties are obliged to keep confidential all company or business information and knowledge of the other party to the Agreement that is made accessible in connection with this Agreement and that has been indicated as confidential or that are recognisable as business or company secrets in other circumstances, even after the termination of the Agreement and for a period of two years thereafter. In case of doubt, all information must be considered confidential. Notwithstanding the aforementioned, the mutual naming in press releases and reference lists by either party shall be allowed, unless the other party contradicts against such disclosure in text form.

 

15.2    The confidentiality obligation pursuant to Section 15.1 shall apply accordingly for information which the Customer acquires on other Customers in the zanox marketplace, in particular from the profiles (Section 4 of these marketplace T&Cs) and in the directories (Section 5 of these marketplace T&Cs).

 

15.3    The Customer is obliged to treat the access data and passwords for the zanox marketplace as confidential and to prevent unauthorized use of the zanox marketplace by third parties.

 

15.4    The parties will ensure that their employees and representatives are obliged to uphold confidentiality in accordance with Sections 15.1 and 15.2. The Customer guarantees that the Users authorized by him (Section 2.4) will also comply with this obligation.

16 Final Provisons

16.1    The Customer must not, partially or entirely, assign or transfer its rights and/or obligations under this Agreement to a third party without prior written consent from zanox.


16.2     The contractual parties may only enforce claims related to rights to set-off or retention against the other contractual party if the due counter-claim of the other party is either already legally binding or undisputed.


16.3    The present Agreement does not establish a company with effect in relation to third parties and it therefore does not authorize either of the parties to make any legally binding declarations on behalf of both parties together, or on behalf of the respective other party, nor does it authorize them to place the respective other party under any obligation or to represent it in any other way.


16.4    These marketplace T&Cs and the contractual relation between zanox and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).


16.5    The place of jurisdiction is Berlin if the Customer is a merchant within the meaning of the German Commercial Code (HGB), within the meaning of the German Commercial Code (HGB), if the Customer does not permanently reside in Germany, if the Customer has relocated its permanent residence abroad after the present terms and conditions have entered into force, or if the Customer’s domicile or usual place of residence are not known at the time at which a suit is filed with the courts.


16.6    Should any individual provision of these marketplace T&Cs be regarded as invalid, as a whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision will be deemed replaced by that provision that is legally effective and comes closest, in the usual understanding, to the economic intent and purpose of the invalid provision. The same shall apply to any unintentional omission.


16.7    The Customer is aware that these marketplace T&Cs were originally drawn up in German. The German version can be forwarded to the Customer at any time on request. The Customer is aware of and accepts that, in the event of inconsistencies or differences of interpretation between the German version and this version, the German version shall always prevail.