Welcome to the Geeny Ecosystem, powered by Telefónica Germany NEXT GmbH (in the following referred to as “Geeny”) – As a developer, Geeny (i) gives you access to a comprehensive database of connected data sources (i.e., IoT devices, APIs), (ii) allows you to connect new data sources and (iii) build applications and services leveraging the connected data. The main foundation of the Geeny ecosystem is that the consumer should be in full control over his data and have transparency on the usage of it. By registering as a Developer in the Geeny Ecosystem you accept to have read, understood and comply with the following Terms and Conditions (“Terms”) that govern the whole process from registration of your developer account, development requirements, development process and the potential making public and administration of your application or service (Service).
- Description of Geeny
Geeny is a platform for the ecosystem that connects to different data sources (i.e. devices or APIs). This connection allows data aggregation and management of the interaction with the data sources on behalf of the consumer. This data can be made available to third party Services within the boundaries as is legally permissive and requested by the consumer. Geeny provides access to this data and device management for Services provided by third party developers and service providers (jointly referred to as “Partner”). To enable the consumer to discover the different third party services that are available, Geeny provides a Marketplaces to display them. The end consumer can use direct links or the navigation within the marketplace to subscribe to the Service to enable the exchange of data and device management.
- In order for a Partner to include his Service through the Geeny Developer board (“Devboard”) in the Geeny Marketplace the Partner needs to register with the Geeny Devboard. If a person is registering on behalf of an employer or any other entity, he/she represents and warrants that he/she has full legal authority to bind its employer or such entity to this Agreement. The Partner warrants that all data provided is true, complete and accurate. Geeny reserves the right to approve or disapprove access to the Geeny platform in its sole discretion. The Partner is responsible and liable for all actions under their account.
- Geeny is open to both private and corporate Partners. The Partner needs to disclose its personal or company details, address, tax number and contact details (e-mail and phone number) of the responsible persons. The Partner will also have to select a login name and define a personal password. Some of the mentioned information may only be asked for with a potential release of the application to the public.
- The partner will also be asked for a short description of the Service and what data, provided by Geeny, it intends to use for the service and for what particular purpose within its service. The type of data which the Partner specifies will be retrieved from the Geeny Platform, should be equal to the data pulled from the platform by the developer within the Service's codebase.
- All the information provided by the Partner must be true and understandable and will be the legal basis for the use of the data provided.
- After registration Geeny will verify the registration by sending out a confirmation e-mail that has to be verified within seven days by the responsible person of the Partner. Geeny reserves the right to additionally verify the existence of that Partner and the responsible person. After the registration and verification process has been acknowledged by Geeny, the Partner will be granted access to the Geeny Devboard which will allow it to access the data through specified technical interfaces. The acknowledgement by Geeny and the making public of the service in the Marketplace does not entail any approval for legal compliance or technical fitness. The full responsibility for the functioning and compliance of the service remains with the Partner.
- Services by the Partner
- Geeny accepts Services to be provided by the Partner that make use of the data provided by the Geeny Platform for the purpose specified in the registration.
- The Services themselves are not provided through Geeny.
- The Services are not limited to certain operating- systems or devices. It´s up to the partner to design any attributed apps, websites or services that shall be published in the Marketplace.
- All Services and attributed apps and software as well as the marketing and any other kind combined with service rendering have to be compliant with the legal provisions in both Germany as the venue of Telefónica Germany Next GmbH as well as in any other country the Service shall be used by consumers. The use of data shall be strictly limited to the scope of the Services as provided to Geeny in the registration.
- Services provided by Geeny before implementation in the Marketplace
- Geeny allows the Partner to cooperate and contribute to the Geeny Ecosystem through various stages. The range of stages is subject to the options provided and selected in the enrollment process and they may also be subject to further options selected in the Ecosystem and attributed to the Partner by Geeny after a corresponding application. The permission to operate in a certain stage as provided by the Geeny Ecosystem is subject to Geeny´s own discretion. The Partner has no right to claim any permission.
- The use of the Geeny Ecosystem is subject to the Geeny development process as described below.
- After registration and individual permission acceptance to each stage, Geeny provides the partner with comprehensive technical documentation and tutorials about how to evaluate, test, access and process the data provided by the platform and the corresponding technical interfaces as provided by Geeny.
- The Ecosystem Stages
- Development and Testing of a Service
In a first stage the Partner will be enabled to test its application and the functionalities of the platform. Initially, the test environment will be provided locally. As soon as it is available, this local environment will be exchanged by an online testing environment. The local testing environment must not be distributed and must not be used without prior identification through the creation of an account. The local testing environment allows the Partner to draft his own use cases in an offline stage with offline sample data. This stage is free of charge to anyone interested in testing and developing Services. As soon as it is available, this local environment will be exchanged by an online testing environment with similar functionalities. In the first step Geeny will allow the Partner to test the Service with artificial data that should already be in the same format like the live data format as provided by Geeny in order to test the apps or services during the development phase.
Furthermore, the Partner gets access to a sample application, documentation, tutorials and to the support forum. It does not entail any rights to make work products public in the Geeny Marketspace.
- The Geeny production Environment
Geeny may allow Partners to enter the production environment stage which will allow him/her to test the developed Service and later make the Service public after approval by Geeny. In a first step Geeny will allow the Partner to test the Service with artificial data that already complies with the live data format as provided by Geeny in order to test the apps or services during the development phase.
- Once the partner feels the services are ready to be tested with real personal related data, it will be granted access to the Geeny friendly user stage. Here it can invite selected users to test the beta stage of its service with their own data they have to permit to be used by the partner. Geeny will provide a private customized staging application detail page that the partner may send to friendly users through a dedicated link. For these users the partner will be enabled to test the service with the real data of these friendly users.
- After the partner has successfully tested and documented the use of the Service and the attributed Geeny data provided during the staging phase the partner may request from Geeny the going public of the Service on the Geeny Marketplace. It will be required to upload all necessary information and documentation including comprehensive technical description of the used data interfaces, software or apps to the Geeny Marketplace application site.
- After submitting the information and documentation as requested by Geeny, Geeny will do a diligent review of the submitted material and product descriptions and Geeny will perform Service tests. The partner accepts and provides, through corresponding permissions by the friendly users that Geeny may i.a. use the data provided by the friendly users for these testing procedures.
- After Geeny has tested the Services submitted it will decide at its own discretion about the implementation of the Service in the Marketplace. The partner has no right to be granted access to the Marketplace.
- We welcome if the Partner provides Geeny with any valuable feedback on bugs and improvements regarding the use of the ecosystem, but cannot warrant any changes based on such submissions.
- Partner Obligations
- The partner shall make the services compatible with Geeny and any IoT devices that the partner may choose to use. The partner shall, in cooperation with Geeny, use reasonable efforts to maintain compatibility of the services with future versions of Geeny.
- The Partner shall perform quality assurance and other error testing of the services (including any localized versions and all service updates and other deliverables delivered), consistent with industry standards, prior to its delivery of final versions of each to Geeny. The testing shall also be performed in the staging area as provided by Geeny. The tests shall be documented.
- The partner will distribute the Service which is using the Geeny interface either through its own internet presence or (in case of applications) through common app stores such as Google Play or iTunes. Meeting the distribution requirements of these app stores is within the sole responsibility of the partner. Geeny takes no responsibility for the acceptance of such Services through such third party´s distribution channels. Partner warrants not to distribute its service through illegal or deceptive download environments and it warrants that any sites or software it uses for its service if free of viruses and harmful content.
- The partner shall not artificially manipulate the user review system for For example, partner may not solicit reviews in exchange for anything of value, with a single exception that partner may provide a free Service usage right to bona fide press or reviewers (who may be required to disclose the gift).
- The partner shall not distribute via Geeny, or combine any Geeny generated documentation and/or data with open source or other software that is licensed under terms that purport to bind Geeny to contractual obligations (e.g. the GNU General Public License or lesser general public license), without prior discussion with and separate written Agreement from Geeny.
- The Partner warrants within the whole development and distribution process, that any of his products, services and code is free of third parties´ rights and that he has the full legal capability to use any program or even parts of code that will be part of its service.
- Services implemented in the Marketplace
- After Service approval Geeny will produce a final application detail page for the Service as well as a Service related link to this application detail page in the Geeny Marketplace visible to the public and based on the product description as submitted by the partner (Marketplace). The content of this application detail page as well as the included screenshots (if required) must be delivered by the Partner throughout the submission process to Geeny. The Partner is fully responsible for such submitted content and Geeny waives any liability based on these deliverables.
- The Service will be presented in the Marketplace on behalf and at the own risk of the partner. Geeny will take no responsibility for any information attributed to the Service as it has been provided from the partner as well as for the fitness of the service for the intended and described Service.
- The presentation of the Service in the Geeny marketplace shall not incur any contractual relationship between the end consumer and Geeny for the provision of the Service.
- Geeny will enter into a separate Service relationship about the data acquisition and processing from its self-owned IoT devices with the end consumer. This is a prerequisite for the subscription to any Partner service. The partner will not be able and not be permitted to render its service to the particular consumer for the purpose combined with Geeny provided data unless the consumer has completed a personal Geeny registration and has given dedicated permission to use the data created by his/her IoT device registered to the Geeny platform.
- Once the consumer has registered with the Geeny platform, and as soon as the consumer has consented to the data provision through Geeny for the dedicated service and purpose, Geeny will grant the partner access to the data generated by the consumer´s IoT device and as being processed through the Geeny platform through the Geeny API as described in the technical documentation from Geeny.
- Subject at all times to the partner´s full compliance with these terms, and subject to the stage Geeny has granted usage to, Geeny grants a nonexclusive, revocable, non-sublicensable, non-transferable license to use the Geeny Ecosystem, the information, documentation, testing environments, scripts, pieces of code and Interface, the Geeny SDK, and the data provided according to the technical documentation provided solely (depending from the stage) to develop, reproduce, and distribute developer services. Geeny has no obligation to provide any type of support for the Geeny Platform or the Interface or any services or content related thereto.
- The partner hereby grants a worldwide, royalty-free, revocable, nonexclusive and non-transferable license to Geeny under all rights that are or would be necessary for Geeny to copy, display, and/or modify the partner name(s), logo(s), content, and information for the sole and strictly-limited purpose of demonstrating the partner service and/or promoting the Geeny Platform. However, Geeny has no obligation to use or promote any partner service.
- Commercial Terms
- Free Services
- Geeny will provide the testing Environment accessible to everyone interested free of charge. The amount of data streams that will be accessible within this testing stage will be limited. Changing this limit of usage is at the discretion of Geeny.
- Geeny will also present the Partner service at no extra charge within an existing paid for developer account to the partner in the Geeny Marketplace. Geeny will not be liable to any compensation for the presentation of the Service in the Marketplace towards the Partner
- Paid for Services
After being attributed to the production environment and as long as the consumer upholds its consent for the provision of data to each single partner service, the partner will be charged on a monthly basis for the access to this consumer´s data for any single service. For the avoidance of doubt it shall be clarified that in case a partner has several Services included in the Marketplace, it will be charged for the data use of each service.
- The use of the Geeny production environment may be subject to commercial terms and further support programs as detailed in the Service descriptions and the commercial terms as provided by Geeny in the Developer Ecosystem.
- The prices for data provision shall be set forth in the price list provided to the partner at the time of registration.
- Geeny reserves the right to change the pricing from time to time. Geeny will inform the partner about such changes through e-mail. The Partner will be provided with the right to refuse such pricing changes. In this case Geeny reserves the right to terminate the cooperation and cease the data provision and service presentation in the Marketplace effective to the end of the month following to the change notification. In case the partner does not object the changes will become valid after expiry of a two weeks´ period.
- In the event of intent or gross negligence, the parties shall have unlimited liability.
- For slight negligence, the liability of the parties shall be limited to contractually foreseeable damages, as far as no essential obligations under this agreement, which are of particular importance for the achievement of the purpose of this agreement (cardinal obligations), are breached.
- Liability for loss of data shall be restricted to the typical efforts needed to restore the data that would have occurred with the regular and reasonable production of backup copies.
- Aforementioned restrictions to liability shall not apply if and as far as Geeny is confronted with third party claims (including but not limited to infringement of third party property rights and damages/penalties for wrongful data usage) due to non-compliance or breach of the agreement by partner.
- In respect to injuries of life, body and health, the parties shall have full liability notwithstanding the aforementioned restrictions to liability.
- Any damages caused through reliance on the correctness or completeness of the data provided including damages to body, health and life that were caused due to the reliance of the data are explicitly waived since Geeny does not warrant the exactness and constant correctness of the data provided. The Data must not be used by the end consumer for any professional or life saving activity.
- Duty to defend.
Partner will defend, indemnify and hold harmless Geeny, as applicable, from and against (including by paying any associated costs, losses, damages or expenses and attorney's' fees) any and all third party claims: (i) alleging that the Service infringes any proprietary or personal right of a third party; (ii) arising from a failure of the service to comply with any legal requirements; (iii) alleging the Partner's breach of this Agreement, (iv) relating to the functionality of, the use of, or the inability to use the Service, including any claims of product liability or misleading advertising; or (v) by any tax authority based on any nonpayment or underpayment of any sales, use, goods and services, value added or other similar tax, including any associated penalties and interest, which the partner is obligated to pay. Geeny will (A) notify the partner promptly in writing of the claim; provided, however, a failure to notify you shall not relieve the partner of any liability that the partner may have, except to the extent that such failure materially prejudices the partner´s legal rights; and, (B) at the partner´s request, provide the partner with reasonable assistance in defending the claim. Partner will reimburse Geeny for any reasonable out-of-pocket expenses incurred in providing that assistance. The partner will not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on a Geeny with respect to any claim covered by this section without Geeny's express, prior written consent.
- The partner shall pay the aggregated amounts due for all data streams without deduction or discount no later than the 15th day of the month following the delivery, without deductions; after this date the buyer shall be considered in default under § 286 para. 2 no. 2 BGB. The statutory rules governing the consequences of payment default shall apply. The partner shall in case of default be liable to interest of 4% above the base interest rate of the European Central Bank
- Should the partner fail to meet its payment obligations, Geeny shall be entitled to refuse its contractual obligations in whole or in part until the amounts due are paid or security is provided.
- If the financial situation of the partner deteriorates materially after the registration, putting payment of the amounts due at risk (this includes, but is not limited to, suspension of payments by the partner or the filing of an application to open insolvency proceedings against the assets of the partner), Geeny shall be entitled to refuse its contractual obligations until the purchase price is paid or security is provided. Geeny shall be entitled to withdraw from the contract if the partner fails to pay or provide security within a reasonable time limit.
- The partner may only set-off any counterclaims against claims by Geeny if such counterclaims are undisputed or have been accepted by Geeny or if they have been confirmed by final and absolute judgment. The partner may only exercise a right of retention if the counterclaim arises from the same contractual relationship.
- Changes to the Services and to the data provision through Geeny
- Geeny reserves the right to modify, enhance, further develop, change, add and remove features of the Geeny Ecosystem, the stages or the Geeny Marketplace from time to time particularly where this is customary in the industry, required by applicable law and regulations, or to optimise its services and the platform as such.
- Geeny reserves the right at any time to cease the data provision for the use of the Partner's services for good cause. Such good cause includes, but is not limited to the revocation of the permission to use the IoT generated data by either the IoT data provider, the end customer or by Geeny due to any official order, complaint or any other reasonable ground.
- Geeny is also permitted to remove the Service from the Marketplace in case the IoT data provider or any third party involved in the data provision ceases its business, terminates the relationship with Geeny or feels committed to do so by any other reasonable ground.
- Geeny makes no representations about the existence of the IoT data providers or their readiness and fitness to provide the data or accurate data. Geeny will however inform the Partner about such changes in due course as far as this becomes known to Geeny.
- The Partner is obliged to inform Geeny about all and any changes to its services, the service design and the intended data usage. Geeny will submit such changes to a new approval procedure and reserves the right to exclude the service from the Marketplace if approval cannot be given.
- The Partner is also obliged to inform Geeny about any and all changes to its name, relevant contact details and business.
- Term and Termination
- This Agreement is concluded for an indefinite term and enters into force on the date of confirmed registration in the enrollment process according to Section 2.5 of these terms.
- This agreement can be terminated by either party by written notice (e.g. registered mail with return receipt, special courier), two weeks in advance of the end of each calendar month.
- Each party may terminate this agreement with immediate effect, by notice given in writing by means of communication ensuring evidence and date of receipt (e.g. registered mail with return receipt, special courier), in case of a substantial breach by the other party of the obligations arising out of this agreement, or in case of exceptional circumstances justifying the earlier termination.
- Furthermore, the parties agree that the following situations, for example, shall be considered to justify the earlier termination by the other party:
- Sustained breach of an essential obligation under this agreement by the other party; or
- Petition in insolvency or composition proceeding have been filed against the other party;
- The other party has filed a petition in insolvency or composition proceedings; or
- Infringement of the agreement by the other party so essential that reasonably, it cannot be expected from the terminating party to further adhere to this agreement.
- After termination for whatever cause the partner agrees to return all data and all documentation provided or delete any data or documentation it received from Geeny. No personal related data must be stored on or used by the partner systems immediately after termination of the Agreement. In case the partner is subject to a partly suspension of Services from Geeny, e.g. if the delivery of data from a certain IoT provider is stopped or if an end consumer has waived its consent for data usage and processing no matter if before the IoT provider, Geeny or the partner, the partner must also cease to use any of such data and has the obligation to delete any data attributed to the end consumer.
- Data Protection and Safety
- What data you collect;
- How you use, store, and/or share the data;
- Any additional parties you share data with;
- How users may opt-out of your use, storage, and/or sharing of the data, where applicable;
- Your data retention policy;
- How a user can delete or request that you delete their data; and
- What happens to data collected after a user disables their account with you or revokes your application’s access to their user data.
- The partner agrees to use measures to maintain the security of any user data collected in connection with any services offered. The partner shall properly configure its service, systems and software with security measures that ensure the secure operation and storage of user data. These security measures shall at a minimum include an information security management system as outlined in ISO/IEC 27001 (http://www.iso.org/iso/iso27001)
- The partner's infrastructure shall be robust and free from common security issues as set out by the OWASP Top 10 (https://www.owasp.org/index.php/Category:OWASP_Top_Ten_Project). The principles of the partner´s security policy shall be implemented into the design of the service.
- The partner shall use industry standard security (such as TLS) when transmitting any consumer data. No data must be transmitted in clear plain text. The requirements about the technical and organizational measures as required by EU privacy law must be met at any time.
- The partner shall procure for the required reporting duties as well as for its service designed according to the privacy by design principles as set forth in the European Data Protection Guideline and well as for data portability and reporting duties. Any third parties involved in the processing of data acquired through Geeny must be instructed according to the legal provisions and the provisions of these terms and conditions.
- The partner will ensure proper authentication controls.
- The partner will engage third parties to perform periodic technical security assessments of its service and infrastructure.
- Security updates and patches shall be applied by partner in a timely manner. The partner agrees to promptly notify Geeny of any known or suspected security breach or deficiency of data provided by Geeny, particularly of any known or suspected security breach or deficiency of user data that has been collected, maintained, processed, shared, stored, or used, in relation to the purpose of the service. The partner agrees to cooperate with Geeny and if necessary with the IoT device providers to correct any known or suspected security breach or deficiency.
- Use of the Geeny platform and data may be subject to restrictions on rate limit, use cases, and method calls. The partner will not circumvent or exceed any rate limitations. If Geeny believes that the partner has unreasonably exceeded rate limits or has attempted to circumvent the rate limit or authentication systems, its ability to utilize the Geeny data interface may be temporarily suspended or permanently revoked. Geeny reserves the right to also partly suspend the provision with data acquired from certain IoT providers if ordered so by these companies.
- The partner is responsible for complying with any request by a user to remove content or data. Neither the IoT data provider nor Geeny is responsible for removing IoT data that has been stored on third-party services or partner owned services.
- Except as expressly authorized by Geeny, the partner will not attempt or encourage others to:
- reverse-engineer, disrupt, circumvent, decompile, disassemble, translate, or otherwise interfere with the Geeny platform or the data provided by third party IoT providers;
- copy or modify the Geeny data interface;
- scrape the Geeny platform;
- e-sell, re-license, or syndicate access, without authorization, to the Geeny interface or the IoT data to third parties;
- export Geeny- or IoT device data for the purpose of account migration, service duplication, and/or reverse-engineering the data except for as foreseen by EU data protection regulation in terms of data portability;
- The partner shall not render IoT data acquired through Geeny within another product without complying with the display guidelines outlined below;
- use the Geeny interface or the IoT data for purposes of injecting and/or publishing known bad, harmful, and/or discriminatory data into the Platform;
- use or access the Geeny interface for the purpose of monitoring the performance or functionality of the platform or for any other benchmarking or competitive purposes including the platforms provided by the IoT data providers;
- obfuscate or hide the IoT Data and/or the Geeny interface;
- create user accounts on the IoT-provider´s web applications for the purpose of load testing;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted;
- use the Geeny interface and data provided to design or develop anything other than developer services;
- use Geeny’s, Telefónica´s or any IoT data provider´s name or trademarks as part of the partner´s name or the name of any service or application the partner offers or in any manner that creates a false sense of endorsement or sponsorship by any of the parties named above;
- use the Geeny interface or the acquired data in an application or service that directly or indirectly promotes criminal activity, illicit drug use, or violates any applicable federal or state law;
- use the Geeny interface or the IoT data in any inappropriate manner;
- upload or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- interfere with or disrupt servers or other computer systems;
- distribute, sell, lease, rent, lend, transfer, or sublicense any part of the Geeny platform, including but not limited to the IoT data, the Geeny and IoT provider’s API, and any related services or content, to any third party except as included within and necessary to distribute the service; and
- access or attempt to access any Geeny or IoT provider´s server, computer system, service or content except as expressly authorized by Geeny. If the partner´s service causes any technical stress to the Geeny platform or the platform of the IoT data providers, Geeny may disable the partner’s access.
These rules apply as a general guidance regarding the proper use of the Geeny interface and the IoT data. The Partner is obligated to read and implement ANY further rules as given by the IoT providers as its own responsibility. Not meeting the requirements of the individual IoT providers used will allow Geeny to suspend the Service without warning and make the partner liable in case Geeny gets sued for incompliance by the partner.
- Geeny is the owner of the German trademark GEENY, Reg.No 015734916. Geeny herewith shall grant to the partner after the service has been approved in the enrollment process the right to use the Geeny trademarks and logo:
as a reference for the purpose of identifying and advertising the Geeny platform on media within the scope of this agreement. The Partner shall apply the Geeny logo and a notice such as “Powered by Geeny” to its service as requested by Geeny in the documentation. Any further use of the Geeny trademark or logo is prohibited. The partner shall use the logo as provided by Telefónica and shall not alter or amend the logo in any way.
- Telefónica shall use the partner's trademarks for the purpose of identifying and advertising the partner as a business Partner within the scope of this agreement.
- The use of any third party brand, especially of such also connected to the Geeny platform must explicitly be permitted by Geeny on behalf of the brand owner.
- Telefonica also warrants not to make use of the trade names and brand marks of the partner without explicit permission.
- If not differently agreed upon between the parties, the partner shall provide Telefonica with true technical and commercial information about each service, for Geeny´s marketing activities.
- All marketing campaigns mentioning the Geeny Brand or trade name must not interfere with the legal rules against unfair competition.
- No misleading or other fraudulent practices must be applied or tolerated even if commissioned through any third party, such as ad networks, ad publisher or agencies. Any relevant information about the product, possible pricing and consumer rights must be disclosed according to the valid legal regulation and in a clear and recognizable manner. No obfuscating techniques like pop-ups, pop-unders, overlays, code injection, content locking etc. must be used in order to attract the customer to entering into a contract, subscribing to the service or disclosing his data. Telefónica reserves the right to seek full indemnification and cease the use of the platform in case of any third party claims made against the service due to illegitimate marketing practice.
- The partner shall not deliver, allow, or enable the delivery of unauthorized or unsolicited advertising, promotional materials, junk mail or spam.
- Relationship of Parties.
- Changes to these Standard Terms
- Geeny reserves the right to amend these T&Cs from time to time to cover changes to its services as for example the adding or removing of certain features or to adjust these T&Cs and the services to changes in applicable law and regulations and to adjust the obligations of the parties accordingly. Geeny will inform the partner in writing either via email or by posting changes in the platform at least two weeks in advance of (a) such changes, (b) of the publisher’s right to object such changes and (c) of the fact that unless the publisher objects, such updated T&Cs will become effective upon expiry of the two weeks’ period.
- The foregoing only applies to changes that are not material to the agreement i.e. that they do not affect the parties’ rights and obligations in a way that the original understanding between the parties is more than just insignificantly affected.
- If the partner objects to a proposed change of these T&Cs, the then agreed version of the T&Cs will remain in effect. However, either party will be entitled to terminate the agreement with two weeks’ notice.
All notices shall be in writing and addressed to the party to be served at the respective addresses or email addresses set forth in the preamble of this agreement.
- Entire Agreement
This agreement, any schedules or exhibits hereto constitute the entire understanding and Agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written representation, understanding, Agreement or communication relating thereto. Geeny accepts no counter offer and/or other terms and conditions.
“Confidential information” means materials, data, and other information concerning the operation, business, projections, market goals, financial affairs, products, services, customers and intellectual property rights of the other party that may not be accessible or known to the public. Confidential information shall include, but not be limited to, the terms of this agreement, the creative and any incorporated third party intellectual property, and any information which concerns technical or financial details of Geeny´s and the partner’s operations. The parties acknowledge that through their relationship under this agreement, they may have access to and acquire confidential information of the other party. Each party receiving confidential information (“receiving party”) agrees to maintain all such Confidential information received from the other party (“disclosing party”), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such confidential information to any third party without the prior written consent of the disclosing party. The receiving party further agrees to use the confidential information only for performing this agreement. Notwithstanding the foregoing, the obligations set forth herein shall not apply to confidential information which: (i) is or becomes a matter of public knowledge through no fault of or action by the receiving party; (ii) was lawfully in the receiving party’s possession prior to disclosure by the disclosing party; (iii) subsequent to disclosure, is rightfully obtained by the receiving party from a third party who is lawfully in possession of such confidential information without restriction; (iv) is independently developed by the receiving party without resort to the confidential information; or (v) is required by law or judicial order, provided that the receiving party shall give the disclosing party prompt written notice of such required disclosure and shall work with the disclosing party in order to afford the disclosing party an opportunity to seek a protective order or other legal remedy to prevent the disclosure.
- Amendments and Waiver
Any term or provision of this agreement may be amended, and the observance of any term of this agreement may be waived, only in the form of a non-electronic record referencing this agreement and signed by the parties hereto.
- Force Majeure
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to circumstances beyond the party’s reasonable control such as for example earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labour strike, lockout, boycott or other similar events.
If any provision of this agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
Neither party may assign or transfer this agreement or any obligation hereunder without the prior written approval of the other party, except that, upon written notice, Geeny may assign or transfer to an entity within its group of affiliated companies or to an entity acquiring all or substantially all assets of that party, whether by acquisition of assets or shares, or by merger or consolidation. Any assignment in violation of this Section shall be void. Subject to the foregoing, this agreement shall be binding upon and insure to the benefit of the successors and assigns of the parties.
- Governing Law
The parties agree that this agreement, and any disputes arising out of or related to this agreement, shall be governed by, construed, and enforced in all respects in accordance with the laws of Germany. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement. For all disputes arising out of or related to this agreement, the parties submit to the exclusive subject matter jurisdiction, personal jurisdiction and venue of the courts of Munich (Landgerichtsbezirk I), Germany.
© Telefónica Germany Next GmbH V1.0, July 2017