These are our general terms and conditions regarding the delivery of mobile-backend-services (hereinafter these or our "terms").
We are Mbaasy Cloud UG (haftungsbeschränkt), a company established according to German company law in Germany under the address c/o Factory Community Space, Rheinsberger Straße 76/77, 10115 Berlin.
- The Terms set out below shall form part of your agreement concluded with us regarding the delivery of mobile-backend-services for the professional operation of apps described hereafter (hereinafter the "services").
- Our Terms shall apply in the most recent version and to all subsequent transactions without any need of express reference thereto or agreement thereon at the conclusion of such transaction. It is your obligation to make yourself familiar with our terms when using our services. We reserve the right to change these terms from time to time subject to the rules below in Clause 10.
- We hereby object to any counter confirmation, counter offer or other reference by you to your general terms and conditions; any terms and conditions of yours shall only apply if we have confirmed the same.
- You may not assign any claims arising from transactions with us without our prior written approval. The same applies to an assignment of the whole contractual relationship with us. Neither are you allowed to authorize any third party to exercise your rights arising from the relationship with us (Einziehungsermächtigung).
Our Services; Availability
- You publish and/or maintain one or more apps (hereinafter the "app"" or "apps") that may be downloaded from the Apple iTunes store or Google Play store (hereinafter the "marketplace" or the "marketplaces"). The app or apps allow for in-app purchases. With the receipts from these in-app purchases, generated by the marketplaces, there is the necessity to handle different formats or protocols of receipts, our Services offers the functionality to receive the receipt, validate and extract their stored data and collect subsequent data from the marketplaces. You then have access to the receipts, normalized purchase data and additional metadata via our API service. Additionally, when system events are propagated (e.g. an update to an in-app purchase property or field), you may opt-in to subscribe to the the events by configuring an integration.
- It should be noted that we neither generate any receipt data ourselves. We also do not take part in any sales transaction by you. It is your sole responsibility to take all the necessary steps in order to make your app or your apps available in the marketplaces and to maintain the respective legal relationship. This also applies to your relationship with the user of your app or your apps (hereinafter the "end-user"). We therefore assume no responsibility for your relationship with the marketplaces or any entity belonging to the marketplaces group of companies. Neither do we assume any responsibility regarding your relationship with the end-user.
- Our services are, in principle, available 24/7. However, it will be necessary to update our services or carry out maintenance work with regard to our services from time to time. We hereby reserve the right to disconnect or services in the event of scheduled maintenance, in this event we will ensure wherever possible to inform you of such interruptions.
- We shall be relieved from our obligation to deliver the Services if any kind of force majeure occurs that renders us unable to deliver the Services. We will continue to deliver our services as soon as possible after the occurrence that constituted the case of force majeure has ended.
Conclusion of a Contract with Us; Obligation to Cooperate
- A contract with us regarding the delivery of the Services is concluded when you tick the relevant boxes on our web-site and submit the form on display on our web-site to us and we start to prepare for the delivery of the Services. A separate reply by us to the submission of the form is not due.
- Our web-site and the form on display on our web-site do not constitute a binding offer (Sec. 145 of the German Civil Code) but an invitation to submit your offer (invitatio ad offerendum). We are under no obligation to accept your offer, however, we will inform you without undue delay if we do not assume a contractual relationship with you.
- it is your obligation to take the necessary technical steps to allow us to connect to your app or your apps to our service.
- You hereby stipulate that you shall only use our Services for the purposes of managing your own lawful and appropriate in-app sales and not on behalf of third parties. You further agree that you shall cooperate with us under this agreement if that is necessary to enable us to deliver our services in a lawful and appropriate way. You shall take care that by your use of our Services no harm shall be inflicted on our Services and you shall take any appropriate steps to make sure that no malware shall be transferred or otherwise inflicted on us and our Services.
- We confirm that the application of our Services does not entail an infringement of any property rights of any operator of an app store, in particular, but not limited to the marketplaces since we do not have any access to any pre-release materials or other material you received in order to develop your app or your apps and that we do need access to any proprietary software of an app store provider. Furthermore, we confirm that our Service will not cause any harm to the activity of the app stores or their technical infrastructure.
- You hereby represent and warrant that you are entitled to operate the app or the apps that are subject to this contract and that you are also fully entitled to instruct us and to apply our Services.
- If anyone informs us that the representation in Clause 4.1 may not be correct or asserts any right or claim against us we are under no obligation to further deliver our Services to you until the situation has been clarified.
- You shall hold us harmless against any claim by third parties that arises from your statement in Clause 4.1 being partly or fully incorrect.
End-User's Personal Data
- We hereby notify you that it is your sole obligation to make certain that the data we receive during the delivery of our Services is lawfully received. This applies in particular, but not limited, to any personal data pertaining to the end-users. You represent and warrant that you have taken all the necessary steps to render any transfer of data, in particular, but not limited to, personal data lawful in any respect. You will hold us harmless against any claim in that respect by third parties.
- You will immediately inform us if any third party raises an objection whatsoever against the use of his or her data, including personal data.
- If we receive any information to the effect that the processing thing of data in the context of contractual relationship with you may be unlawful or otherwise questionable we are under no obligation to further deliver our Services to you until the situation has been sufficiently clarified.
- We hereby notify you that we shall only keep records of the information gathered in connection with our Services until this agreement is terminated in accordance with Clause 11 or in so far as we are legally bound to keep further records.
Duty to Monitor Receipts
- It is your obligation to compare the data provided by us and the data you receive otherwise with regard to in-app purchases and to monitor whether there are any inconsistencies.
- You shall inform us if you have detected any inconsistencies between the data provided by us and data you have otherwise received. You shall support us in investigating the inconsistencies and provide us with the necessary information as well as access to any equipment on his side so that we may rectify the situation. You shall grant us enough time for investigation and, if applicable, correction of any fault of our Services.
- You are further obliged to keep and securely store all the business records necessary the fulfilment of all trade law and all tax law duties and hold them ready for inspection by the competent authorities.
Limitation of Liability
- We shall be liable for intentional and grossly negligent conduct of our directors, employees, and vicarious agents as well as – irrespective of the level and degree of such fault – for damages resulting from fatal injuries, bodily harm, or injuries to health.
- In addition, we shall be liable for ordinary negligence of our directors, employees, and vicarious agents in case of impossibility, delay in performance, non-compliance with a guarantee, or the infringement of another essential contractual obligation. Essential contractual obligations are such obligations, whose compliance enables the proper implementation of the contract at all and whose observance can be regularly relied on by the Customer. In these cases, our liability shall be limited to such typical contractual damages, which we had to expect, on a reasonable basis, when the contract was concluded. Our liability for damages is further limited that have occurred if the Customer obligations to monitor or receipt in accordance with Clauses 6.1 and 6.2 and is obligation to say receipt data in accordance with Clause 6.3.
Any liability by us (on any legal ground whatsoever), which exceeds the liability according to Clauses 7.1 and 7.2 of these Terms, shall be excluded. This applies, in particular, to any claims because of an infringement of contractual duties and to claims resulting from tortuous acts and offenses.
- All limitations of liability in accordance with Clauses 7.1 up to 7.3 of these Terms shall also apply in favour of our directors, employees, and vicarious agents.
- The current price for our services is available upon request.
- We will only accept payment by credit card. In order to process payment by credit card we have instructed Stripe.com who manage the whole payment process. Stripe.com provides us with secure, PCI compliant payment processing.
- You shall have no right to set off, retention or reduction unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by us.
Our Property Rights; Confidentiality
- All our property rights relating to the Services, in particular, but not limited to, all intellectual and industrial property rights shall remain with us and you shall acquire no license what so ever no property rights shall be transferred to it in connection with our Services. You shall only have the right to use the receipt data and access data for the purposes of your business.
- You shall receive information relating to our Services and the underlying technical features (hereinafter "Confidential Information"). These information are of great value and, thus, to be kept confidential by you. You shall therefore not disclose, disseminate or publish confidential information and restrict access to the Confidential Information solely to those of its officers, employees or advisers having a need to know for the purposes relating to this agreement. You shall make certain that any of your directors, employees or advisers comply with the aforementioned confidentiality obligations. Upon breach of the aforementioned confidentiality obligation you shall recompense us for any damage occur in that respect. The aforementioned confidentiality obligation shall terminate five years after our contractual relationship with you has ended.
- You agree that we are entitled to amend these Terms from time to time regarding our Services. Such an amendment may refer to the inclusion of further marketplaces such as Windows Mobile or Amazon Appstore or to the necessary adaptation of our Services to further technical developments.
- We also reserve the right to amend our service price from time-to-time. We shall inform you about the increase and the time the increase shall become effective at least one month beforehand. If you continue to use our Services after the increase of the prices have become effective the new prices shall apply. If you are not satisfied with the new prices you may terminate the agreement with us; termination shall become effective at the point in time when the new prices should otherwise apply. We will inform you about these rules when we notify you of the future increase prices.
- Finally, we reserve the right to change these Terms in accordance with the rules of true faith from time to time in a way that is appropriate and not unreasonable. We shall inform you about the change of these Terms at least three months before the change becomes effective. If you continue to use our Services after the change to these Terms has become effective the changed Terms shall apply. If you re not satisfied with the change you may terminate the agreement with us; termination shall become effective at the point in time when the new Terms should otherwise apply. We will inform you about these rules when we notify you of the future change to these Terms.
- The right to terminate the agreement with us for good cause with immediate effect shall remain unaffected. A good cause for termination shall be any breach of your obligations under these Terms, in particular, but not limited to, any use of our Services outside the rules of these Terms, any infringement of laws applicable by you, for example laws on data protection, any fraud on your side or your failure to pay for our Services. However, we shall, if possible under the given circumstances, not terminate the agreement with you for good cause before setting a period of grace in order to afford you the opportunity to become compliant.
- The place of performance for deliveries shall be Berlin.
- For our benefit, the courts of Berlin shall have exclusive jurisdiction over all disputes arising from this agreement. However, we may also select a different place of jurisdiction.
- The laws of Germany shall apply. International purchase laws shall not apply. This shall, in particular, refer to the UN Convention (CISG) on the International Sale of Goods.
- The invalidity of any provision of these general terms and conditions of sale shall not affect the validity of the other provisions. Invalid provisions shall be deemed to be replaced by such valid provisions that shall be suitable to implement the economic purpose of the deleted provision to the greatest extent possible.