1. IntroductionC2Call GmbH (“C2Call”) provides software developers (“Developer”) with cross-platform rich communication features (“Services”) for mobile software Applications and websites (“Apps”) by offering a communication platform (Platform) including a Software Development Kit (“SDK”), Application Programming Interfaces (“APIs”), hosted backend services (“BaaS”), sample code, technical documentation and training materials (“Documentation”). The Platform requires a registration on the developer section of C2Call’s website.
The Platform facilitates voice, video and rich media communication over IP (“VVoIP”) through an interconnection with the Public Switched Telephone Network (“PSTN”) for originating and receiving Phone Calls and to Short Message Service Centers (“SMSC”) for sending and receiving SMS messages.
C2Call offers its services only to commercial Developers. Consumers are not eligible to become a Developer. Developers with principle or registered office in Germany represent that they are commercial developers according to § 14 BGB and agree that § 312g Abs. 1 S. 1 Nr. 1 – 3 does not apply to these Terms. The Terms and any applicable orders or subscriptions placed by Developer shall be collectively known as the “Agreement”. Terms will remain in effect throughout Developer’s use of the Platform and continue after this Agreement expires, cancels or is terminated.
Developer accepting on behalf of employers or another legal entity represents and warrants having full legal authority to bind Developer’s employer or the applicable entity to the Agreement. Terms and conditions of the Developer do not become part of the Agreement, unless C2Call has accepted them in written form. IF DEVELOPER DOES NOT ACCEPT THESE TERMS, DEVELOPER IS NOT AUTHORIZED TO USE THE DEVELOPER SECTION OF C2CALL’S WEBSITE, ITS PLATFORM, APIS, SDK OR ANY OF ITS SERVICES.
C2Call reserves the right to change these Terms from time to time without notice by posting them to C2Call’s website and revising the "last update" date of these Terms. C2Call will notify Developer on the developer section of C2Call’s website. Developer’s continued use of the Service after such posting will constitute acceptance by Developer of such amendments.
2. Registration2.1 A developer of a website or mobile application can become a Developer by registering an account with C2Call on C2Call’s website(s). This requires a “Registration Form” to be filled in and submitted. By filling in the Registration Form, the potential developer submits a binding offer (“Developer Offer”) to enter into the Agreement with C2Call according to the Terms. All fields of the Registration Form, which are marked as being “required”, have to be filled in with complete and correct information.
2.2 The Agreement between the Developer and C2Call is concluded when C2Call accepts the Developer Offer, either by declaring acceptance explicitly, or by otherwise commencing action to fulfill the Agreement. A potential developer becomes a Developer as defined in these Terms once C2Call has accepted the Developer Offer. C2Call can decide in its sole discretion whether or not to accept the Developer Offer. The Developer agrees to use the Platform in compliance with all applicable laws, including any laws regarding the transmission of technical and personal data.
2.3 The Developer will not interfere or attempt to interfere with the proper working of the Platform or prevent others from using the Platform. C2Call reserves the right, but shall have no obligation, to review the Developer’s use of Platform and the Apps and Services created by Developer using the SDK and APIs in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, administrative or governmental request.
2.4 During the registration process, Developer will be asked to select a password. The password and account ID are for Developer’s individual use only, and are not to be shared with anyone. Developer agrees to keep the password confidential at all times. Developer may also be provided with an API key. Developer agrees to be fully responsible for activities or transactions that relate to Developer account or Developer password or Developer API key. Developer must notify C2Call immediately if Developer learns of an unauthorized use of password or API key.
3. Grant of rights to use Platform3.1 Subject to the Terms and Agreement and with the payment requirements for the Platform, C2Call grants Developer a limited, non-exclusive, non-assignable, non-sublicenseable, non-transferable, revocable license during the Term of the Agreement and under our intellectual property rights to access and use the Platform, solely in accordance with the terms and conditions of these Terms and the Agreement. Unless explicitly stated otherwise, any new features added by C2Call to the Platform shall be subject to these Terms and Agreement.
3.2 Developer shall not, nor allow others to reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code for the Platform; redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Platform (except as expressly permitted in these Terms and the Agreement); modify the Platform; or remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Platform. Developer shall retain all copyright, patent, confidentiality, and other notices and legends of the C2Call and its suppliers and partners.
3.3 Developer may develop App(s) that interfaces with the Platform through APIs. Developer acknowledges that C2Call may change, deprecate or modify APIs from time to time, and that it is Developer’s responsibility to ensure that API calls or requests Developer makes to the Platform are compatible with then-current APIs for the Service. C2Call will attempt to inform Developer with reasonable notice in advance of any changes, but C2Call is under no obligation to do so.
3.4 Developer and Developer’s Apps that Developer may build, distribute, or otherwise create may make VVoIP, PSTN, SMSC requests to or through the Platform, or may receive such request through the Platform at any time that the Platform is available provided that those requests do not violate the Terms or the Acceptable Use Policy or the Agreement. Developer is responsible for all traffic originating from Developer’s App and for the App, including all data, text and media content.
4. Marketing4.1 C2Call may use Developer’s name, logo and Developer’s App(s) name and logo(s) for marketing purposes on C2Call’s web sites and media communications for Public release.
5. PSTN and SMSC Services and Developer Account Balance5.1 The Platform facilitates voice, video and rich media communication over IP (“VVoIP”) and through interconnection with the Public Switched Telephone Network (“PSTN”) for Phone Calls and to Short Message Service Centers (“SMSC”) for sending and receiving SMS messages. The use of VVoIP features and limits, if any, are stipulated in the Agreement. The activation of PSTN and SMSC services requires the Developer to buy C2Call Service Credit and to keep a C2Call Developer Account Balance (“Balance”).
5.2 The Developer Account Balance (“Developer Balance”) serves as a Master C2Call service credit. Developer can buy C2Call service credit at a discounted rate and then distribute it to its Apps’ user individual call credits. Developer can set the conversion rate of the discounted Developer purchase price to the End User Call credit at Developer’s discretion to control Developer’s margin. C2Call maintains the Developer Balance and the End User balance and provides Developer with an API to the End User billing record.
5.3 The End User of the App is billed for PSTN and SMSC usage and other services according to the price list. Phone calls are billed per minute and SMS per message. Other services, like the provisioning of Direct Inward Dialing Phone Numbers (DIDs) require a one time set-up and monthly recurrent fee. All tariffs and prices are stated in the Price List.
6. Payment and Pricing6.1 Developer agrees to pay all applicable fees, if any, for Developer’s access to and use of the Platform and services, as specified in C2Call’s then-current Price List. Unless explicitly otherwise stated in the Price List, payment for all services is due at the time the service is requested. C2Call may change the fees and other aspects of pricing at any time by providing 30 days prior notice, effective upon posting. C2Call may react to changes in its interoperation and connection costs by changing prices and fees for telecommunication services such as phone calls or SMS messaging at any time without notice, effective immediately on posting. C2Call will attempt to inform Developer with reasonable notice in advance of any price and fee changes for telecommunication services, but C2Call is under no obligation to do so.
6.2 All prices are exclusive of sales, use, excise, VAT or any other taxes, and Developer is responsible for all such taxes. Developer will provide such information to C2Call as reasonably required to determine whether C2Call is obligated to collect German VAT from Developer. All amounts payable to C2Call by Developer are due without any deduction or withholding. If any deduction or withholding is required by applicable law or regulations, Developer shall notify C2Call and compensate C2Call in such manner that the net amount received by C2Call equals the amount C2Call would have received if no such deduction or withholding would have been required.
6.3 Developer’s Payment obligations cannot be cancelled, and no payments are refundable unless stated otherwise. Developer must provide C2Call with valid credit card information with the first order of services with applicable fees or paid subscription. Developer must notify C2Call in advance of any change in that information. Where applicable, C2Call charges and collects in advance for use of the Platform and its services. C2Call will automatically renew and bill Developer’s credit card or issue an invoice to Developer each year on the subsequent anniversary or as otherwise mutually agreed upon. Failure by C2Call to receive payment in full when due will entitle C2Call to suspend or terminate Developer’s account. Developer is responsible for any Credit Card charge back fees related to Developer’s use of platform.
6.4 Developer will notify C2Call in case of disputing any fees or charges associated with Developer’s account within 60 days of the date of invoice or statement that generated such dispute, and C2Call will attempt to resolve the matter. Disputes older than 60 days shall not be entitled to any refunds or credits.
7. Advertising and Monetization7.1 C2Call provides the Developer with the SDK predefined User Interfaces and Views that include Advertising Spaces for incentivized and non-incentivized advertisements (“Advertisings”). The Advertisings are provided by C2Call’s Platform for promotion purposes of Apps using the C2Call Platform in form of advertising exchanges between Developers and by third party advertising networks for incentivized and non-incentivized advertisements of Advertisers who will pay the Developer through the advertising networks.
7.2 The Advertisings can be configured in a way that encourages users of the Developer Apps perform certain actions with regard to the Advertisements by adding Call Credit to the End Users Call Credit Account on completion of the action. The actions to be encouraged shall be those which are determined by the Advertisers and which are explained to the End Users by the Advertisers’ campaign description.
7.3 For example, if an Advertiser wants users to watch a Video, the Platform shall incentivize the End Users to watch the video by rewarding the End Users for watching the Video in form of Call Credit that is added to their Call Credit accounts.
7.4 C2Call has integrated Advertising of several third party advertising networks into the SDK and Platform. The Developer has to enter into individual agreements with these networks and will receive any revenue share or payment or other remuneration related to the Advertisements directly from the advertising networks. The Developer has to provide C2Call with the Publisher ID or App ID or similar identifier assigned by the network to the Developer or App or both in order to report the advertisement activities of the Developer’s apps to the networks. C2Call is not responsible for collecting any payments on the Developer’s behalf or for the Developer receiving payments from the networks.
7.5 The Developer is not allowed to block or hide Advertisements if the Agreement stipulates that the Advertising is mandatory (typically in the free tier). The Developer has to enter into agreements with the integrated third party advertisement network in order to receive any compensation for advertisements including mandatory advertisement. The developer will not receive any compensation for advertisements displayed in Developer’s apps before entering an agreement and proving C2Call with the Publisher ID or App ID or similar identifier assigned by the network to Developer or App or both.
7.6 C2Call shall provide the Developer with access to an Interface that provides all relevant information about the actions performed by the End User in regard to the Advertisements. In case of an incentive reward, C2Call will add the rewarded Call Credit amount accordingly to the End User Call Credit and deduct from the Developer Balance the attributed amount under consideration of the conversion factor set by Developer.
7.7 C2Call shall be under no obligation to verify, monitor, or approve of the Advertisements provided by the third party advertising Networks to Developer.
8. Intellectual Property Rights8.1 C2Call and its suppliers retain all rights, title and interest in and to the Platform. C2Call and its suppliers reserve all rights in the Platform not expressly granted under this Agreement. C2Call’s trademarks and/or service marks may not be used in connection with any product or service that is not provided by C2Call, in any manner that is likely to cause confusion among customers or users of the site, tarnishes or dilutes the marks, or disparages or discredits C2Call. C2Call’s software and services available on this website are the subject of patents and pending patent application(s), and Developer is granted a limited right to use such software and services only in conjunction with this website and in accordance with the Agreement.
8.2 Other than the rights and interests expressly set forth in these Terms and the Agreement and excluding any and all works derived from C2Call’s Property Rights, Developer reserves all rights, title and interest and rights in and to the media content and data sent by Developer or Developer’s App to or through the Platform.
8.3 If Developer chooses to post any Forum Submissions, C2Call hereby is and shall be granted a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable right to use, copy, reproduce, reformat, modify, create derivative works based on, excerpt, translate, publish, broadcast, transmit, perform, upload, or display such Forum Submissions (including all related intellectual property rights).
9. Viruses; Spyware; Malicious Code; Backups9.1 C2Call takes reasonable measures to protect its Platform against viruses, spyware and other malicious code (together “Viruses”), and shall take reasonable measures to check, and have Developer check, all data delivered through its Platform to the Developer or End User for Viruses. However, the Developer acknowledges that Viruses can never be completely prevented. It is the Developer’s responsibility to protect all data stored on its systems against unauthorized access, and data loss. The Developer shall make its users waive, as far as legally permissible, all potential claims against C2Call based on Viruses, and inform End Users as to appropriate measures to protect their systems.
9.2 Unauthorized third parties may send e-mails under the name of C2Call, without C2Call’s knowledge or consent, and such e-mails may contain Viruses or links to website which contains Viruses. C2Call cannot prevent such behavior. The Developer shall, therefore, recommend its users to check all incoming e-mail for Viruses prior to opening them.
10. Termination10.1 The Terms and the Agreement shall remain in full force and effective while Developer uses the Platform. Developer may terminate Developer’s use of the Platform at any time through Developer access to the developer section of C2Call’s website. C2Call may terminate or suspend Developer access to the Services or Developer subscription at any time, for any reason, upon at least 30 days prior written notice, which termination or suspension may result in the forfeiture and destruction of all information associated with Developer’s account.
10.2 C2Call may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if Developer breaches any of the Terms or the Agreement. Upon termination of Developer Account, Developer’s right to use the Platform will immediately cease. All provisions of these Terms, which, by their nature, should survive termination of the Agreement, shall survive termination, including, without limitation, ownership provisions, intellectual property-related restrictions, indemnification obligations, warranty disclaimers, and limitations of liability. In addition, all remedies for breach of this Agreement shall survive any termination of this Agreement.
10.3 Upon termination or suspension, regardless of the reasons therefore, Developer’s right to use the Platform immediately ceases, and Developer acknowledges and agrees that C2Call may immediately deactivate or delete Developer Account and all related information and files in Developer Account and/or bar any further access to such files or Platform. C2Call shall not be liable to Developer or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by C2Call in connection therewith.
11. WarrantiesDEVELOPER AGREES THAT C2CALL MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER MATTER. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND. C2CALL DOES NOT WARRANT THAT LICENSEE’S USE OF THE PLATFORM SHALL BE UNINTERRUPTED OR ERROR-FREE. NO REPRESENTATION OR STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL BE BINDING UPON COMPANY AS A WARRANTY OR OTHERWISE.
12. Limitation of LiabilityC2CALL WILL NOT BE LIABLE TO DEVELOPER, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF C2CALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. C2CALL’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID BY DEVELOPER TO C2CALL IN THE TWELVE (12) MONTH PERIOD PRECEDING THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER OR TO A MAXIMUM OF EURO 2,500, WHATEVER IS LOWER. THIS IS AN AGGREGATE LIMIT AND THE EXISTENCE OF ONE OR MORE CLAIMS HEREUNDER SHALL NOT INCREASE THIS LIMIT.
13. IndemnificationDeveloper agrees to indemnify and hold C2Call, its parents, subsidiaries, affiliates, officers and employees, harmless from any liabilities, claims, expenses or demands, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of Developer’s use or misuse of the Platform, the violation of laws, rules, regulations or terms of the Agreement, Developer’s use or misuse of the Platform by the End Users of Developer’s App, the use of Developer’s Application, or infringement by Developer, or by someone using Developer’s account, of any intellectual property or any other right of any person or entity. C2Call reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Developer, in which event, Developer will cooperate with C2Call in asserting any available defenses.
14. Abuse and Fraud14.1 C2Call will take reasonable measures to prevent fraudulent actions (”Fraud”). However, having control over the Apps, the Developer is responsible for preventing the users of the Apps from performing Fraud. The Developer will support C2Call in preventing Fraud. The Developer warrants not endorsing or sponsoring any Fraud.
14.2 Fraud includes, without limitation, all actions listed as Fraudulent Actions on C2Call’s website or those which are performed by a bot, script, automated program or similar device in relation to any Advertisements provided by C2Call. Fraudulent Actions also include all actions generally considered fraudulent or abusive according to generally accepted principles of online marketing, such as those prohibited by the leading programs for affiliate marketing and keyword advertising.
14.3 Fraudulent Actions include, without limitation, any third party, including, without limitation, the Developer and End Users, generating queries, completing surveys, completing referrals, downloads or any other task related to Advertisements through any automated means or with any false information.
14.4 The Developer shall in particular monitor whether the Credits earned through incentivized advertisements by individual users are unrealistically high given such users’ general behavior on the App.
14.5 The Developer shall take all reasonable measures against users performing Fraudulent Actions. Reasonable measures include monitoring and the use of appropriate technical means.
15. Miscellaneous15.1 C2Call’s failure to act with respect to a breach by the Developer does not waive C2Call’s right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by C2Call under the Agreement shall be deemed effective unless delivered in writing and signed by a duly appointed representative of C2Call.
15.2 All or any of C2Call’s rights and obligations under the Agreement may be assigned to a subsequent owner or operator of the Platform in a merger, acquisition or sale of all or substantially all of C2Call’s assets.
The Developer must not assign or transfer the Agreement or any or all of its rights thereunder without the prior written consent of C2Call.
15.3 If any provision of the Terms shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of the remaining provisions.
15.4 Any changes, amendments or the abrogation of the Agreement (partly or entirely) require written form (letter, fax or e-mail); the requirement of written form can only be waived in written form.
15.5 The courts of Arnsberg, Germany, shall have exclusive jurisdiction.
15.6 The laws of the Federal Republic of Germany apply for all contracts concluded by C2Call on the basis of the Agreement and any claims arising therefrom, and for all claims related to the use of the Platform. The application of the United Nations Convention on Contracts for the International Sale of Goods and German International Private Law are excluded.