Preamble
apaleo GmbH (hereinafter referred to as “apaleo“ or “we“) operates and provides a property management platform (hereinafter referred to as “platform“) over the internet to its customers, which are hotel operators, as a software as a service model. The platform offers a fully open 2-way API (“hereinafter referred to as “API”), which allows hotels to grant third party developers’ applications access to all the information stored in the platform, as well as it allows such developers’ applications (hereinafter referred to as “apps”) to write back data to the platform. apaleo offers such developers to enter into an agreement for the use of the API under “API Terms of Use”. apaleo operates the apaleo store, in which apaleo, based on an agreement, lists selected apps of developers who provide an app using the API under such agreement for the use of the API.
These Terms and Conditions (hereinafter referred to as “T&C”) govern the agreement between apaleo and the respective developers for such listing of an app on the apaleo store.
1.1. These T&C govern the contracts between you as a developer (hereinafter referred to “you” or “developer”) and us about our publication of information about your app (hereinafter referred to as “Listing”), that uses the API and for which you and we have entered into a separate agreement. Any deviating Terms & Conditions issued by you to which we did not explicitly agree in writing shall not become part of the agreement.
1.2. These T&C apply to entrepreneurs in the sense of Section 14 of the German Civil Code (BGB) only and we will not enter into an agreement with a consumer.
The object of the agreement is the publication of a Listing on store.apaleo.com or any other location defined by apaleo (hereinafter referred to as “store”) without any minimum availability in a format and layout that is pre-defined by apaleo but for which you will provide the content.
The agreement will come into force if you accept our offer to enter into an agreement with us. Any changes to our offer to enter into an agreement are to be understood as a new offer by you and in such case an agreement will be concluded only if we explicitly agree to the amended terms in writing. The provision of any services by us to you shall not be considered as an implicit acceptance of the agreement.
4.1. We will define the format and layout and define what pictures, texts, pricing data, landing page URL, categorization, and other information (hereinafter referred to as “Content”) we need from you to be published on the store.
4.2. Only listings for apps which have passed a certification process can be published on the store. During the certification process, apaleo will test the app together with the developer. Only apps with a significant use case for hotels, a significant integration into the apaleo platform, a high functional feature quality, and a good technical integration quality will get certified. Especially the reasonable and resource-saving use of the apaleo API is a pre-requisite for certification.
4.3. As soon as we have received the Content for a certified app from you, we will endeavor to publish it as soon as possible at the store. For the purpose of clarification, it is understood that we are not obliged to commence publication of the Content within a specific timeframe.
4.4. As part of the Listing we will publish pricing details and links to your landing page, your privacy policy, your support email address (hereinafter referred to as “Developer Links”). We will also publish a form under which a visitor of the store can request to be contacted by you (hereinafter referred to as “Referral Form”). We will then forward the contact details such visitor has provided to us to you.
4.5. We may at any time change the format and layout of the Listing as well as the requirements for and the type of Content we need from you.
4.6. We may suspend the publication of the Listing at any time, particularly when we believe that the Content violates applicable laws or infringes and third-party rights.
5.1. You shall provide the Content and any updates thereto to us. If there are any changes to the facts that the Content describes, such as pricing details, functionalities of your app, contact details, etc. You shall update the Content of the Listing with at least two weeks prior notice before any such change takes effect.
5.2. If we forward the contact details of a visitor to you as per clause 4.3, you shall without undue delay contact the customer and refer to the “store”.
5.3. You shall ensure that the Developer Links are active at all times. Specifically, you shall ensure that the privacy policy for which you have provided a Developer Link to us, shall contain the information that is required under GDPR or any other applicable data protection legislation.
The agreement does not entitle you to represent us, nor are we entitled to represent you in any way towards the customers, prospective customers or any third party
7.1. For the term of the agreement you grant a limited, non-exclusive license to us to use the Content for publication at the store. We may sublicense the Content as far as necessary for such publication, particularly to host providers.
7.2. You warrant and guarantee that you have the rights in the Content to grant the license under 7.1 and that all Content you provide to us does not violate applicable laws and does not infringe any third-party rights, including but not limited to copyright, moral rights, and trademarks. In case of any such violation or infringement you shall indemnify and hold us and our directors, officers, employees, agents, stockholders, affiliates, and subcontractors harmless from and against all damages which arise out of, relate to, or result therefrom.
8.1. We may charge a fee for the publication of the Listing or a commission for customers coming from it if we have agreed accordingly in the agreement.
8.2. If no fee or commission was agreed in the agreement, apaleo may introduce fees for the publication of the Listing or commissions with a notice period of six weeks prior to the fees or commissions to take effect. If you don’t agree with the introduction of such fees or commissions, you may object in writing with a period of notice of two weeks before the intended introduction of fees or commissions. In the case of an objection, we reserve the right to terminate the agreement. If you do not object, the fees or commissions shall be deemed accepted by you. With the announcement of the introduction of fees or commissions, apaleo will particularly inform you about the intended meaning of your behavior, when we inform you about the intended introduction of fees or commissions.
9.1. The parties to the contract shall treat confidentially and use only for the purposes of the contract all business and operational secrets ("Confidential Information") of the respective other Party, in particular all documents in electronic or other form, documentation, customer information, personal data and other data, as well as other know-how. Confidential Information of a party (here: "Protected Party") does not include information (i) which is or becomes generally known, except where this is imputable to the other contractual partner; (ii) which was already known to the other contractual partner before it was made accessible to it by the Protected Party and which the other party had not received directly or indirectly from the Protected Party; (iii) which has been made known to the other party by a third party legitimately and without limitation of disclosure; (iv) which has been developed by the other party itself without using or referring to the Confidential Information of the Protected Party.
9.2. Confidential Information shall only be made accessible to third parties if the Protected Party has expressly consented thereto beforehand in writing and if this is absolutely essential for the implementation of the agreement. This duty to maintain secrecy shall not apply in relation to persons of the respective party who are legally bound to secrecy (chartered accountants, tax consultants, solicitors), nor in relation to public authorities which have a right to information or in so far as publication has been ordered by a court which has jurisdiction. If a public authority or a court requests information, the parties to the agreement shall collaborate in order to keep the disclosure of Confidential Information to the minimum necessary. Third parties do not include agents, freelance contractors, or subcontractors of apaleo.
9.3. Upon termination of the agreement, for whatever reason, both parties to the agreement shall, without undue delay, destroy or return, at the option of the respective other party, all Confidential Information of the respective other party, except where mandatory retention obligations conflict therewith.
9.4. The rights and obligations under the aforementioned clauses 9.1 to 9.3 shall remain unaffected of a termination of the agreement.
The agreement is unlimited in duration and may be terminated by both parties at any time with two weeks prior written notice.
11.1. Unless otherwise specifically agreed, apaleo shall be entitled to amend or supplement these T&C in accordance with this paragraph. apaleo will announce the changes or additions to you in text form no later than six weeks before they take effect. If you do not agree with the changes or additions you may object with a notice period of one week prior to the time when the changes or additions are intended to take effect. The objection must be made in writing. If the developer does not object, the changes or additions to the T&C are deemed approved by him. apaleo will particularly inform the developer about the intended meaning of his behavior by notifying the changes or additions to the T&C. In any other case changes or additions to the agreement must be made in writing in order to be effective.
11.2. The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.3. Venue of performance is at the court of registration of apaleo. The courts of the place of the court of registration of apaleo shall have exclusive jurisdiction for dispute, in connection with the agreement.
11.4. If individual provisions of these T&C are ineffective under statutory laws, the T&C as a whole remain unaffected.