Dizmo Developer Agreement

This agreement (“Developer Agreement”) sets out the terms on which dizmo AG, Zü-rich, Switzerland (“Dizmo”) provides you certain developer services and permits you to use the “dizmoStore” online market as a publisher of software.

By clicking “agree”, you agree to this Developer Agreement to become effective and to be bound by the terms of this Developer Agreement. You are referred to as “you” or as “Developer”.

I. Definitions

  1. “Application” means a software program developed by Dizmo or a third party developer for use specifically on dizmoSpace, including bug fixes, updates, up-grades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software program. Applications are also referred to as “dizmos”. They are being distributed through the dizmoStore.
  2. “Device” is any type of equipment, device, virtual environment or digital surface on which a copy of dizmoSpace is installed using a valid license from Dizmo, with each virtual machine or other environment and each digital surface count-ing as one Device.
  3. “dizmoID” means a unique personal identifier that has been and is validly regis-tered with Dizmo for the purposes of accessing and using the online services of Dizmo, including dizmoStore, under the Dizmo User Agreement.
  4. “dizmoStore” is an online market place that Dizmo has created and operates which allows registered developers to distribute Applications to Users.
  5. “dizmoSuites” means a bundle of two or more Applications which will be sold as one package”.
  6. “dizmoSpace” means Dizmo’s user interface and application environment soft-ware, specifically including the dizmoSpace, library files and a set of dizmos provided by Dizmo, as well as all related documentation.
  7. “User” refers to someone who has a dizmoID and uses dizmoSpace under a valid license.
  8. “Brand Features” means the trade names, trade marks, service marks, logos, do-main names and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.
  9. “Transaction Fee” shall have the meaning as set forth in Section III.9.

II. General Provisions of this Developer Agreement

  1. This Developer Agreement requires and is dependent on you having entered into with Dizmo and having in place both the Dizmo End User License Agreement and the Dizmo User Agreement in full force and effect, including a valid, non-suspended dizmoID. Dizmo’s obligation to provide Services under this Developer Agreement or perform its obligations in connection with the dizmoStore are suspended as long as you do not have both a valid Dizmo End User License Agreement and a Dizmo User Agreement in place with Dizmo, and you may not use dizmoStore and any of its components.
  2. When entering into this Developer Agreement, you have to select a package of Services and license for a particular version of the dizmoSpace software to be provided for by Dizmo to you under this Developer Agreement. These Services and licenses for the dizmoSpace software, the initial package price to be paid by you (if any), the Services renewal charges and their initial terms and renewal terms are further described in the Developer Packages Specifications at the time you have entered into this Developer Agreement and as updated from time to time; they are hereby included in the Developer Agreement by reference.
  3. The Services, including their provision by Dizmo, the payment of applicable charges by you and rights, warranties and restrictions applicable, shall be further governed by the terms of the Dizmo User Agreement between you and Dizmo concerning Services, which shall apply in conjunction with this Developer Agreement, but subject to the provisions of this Developer Agreement.
  4. Your payment of the initial price of the package selected by you shall be considered to include the payment of the charges for each of the Services in the package for their initial term as specified in the Developer Packages Specifications, as well as the charges for the license of dizmoSpace included in the package.
  5. As part of your rights under this Developer Agreement, upon your payment of the initial price, you are entitled to, at no additional cost, enter into the Dizmo End User License Agreement for one copy of the dizmoSpace software included in the package selected by you for Developer Agreement.

III. Publishing on dizmoStore

  1. During the term of this Developer Agreement, you may, as a Service of its own, use dizmoStore for making available and, as the case may be, selling Applications of your own, subject to the terms and conditions of this Developer Agreement and the Dizmo User Agreement entered into between you and Dizmo and subject to the availability, suitability and functionality of dizmoStore at the relevant point in time.
  2. You and not Dizmo are responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by you in connection the with the dizmoStore, your Applications and your related distribution efforts, including, but not limited to, any related development and marketing efforts, network and server equipment, Internet service(s), or any other hardware, software or services.
  3. You and not Dizmo are responsible to ensure, and you represent and warrant, that your Applications, their distribution on dizmoStore and any further services provided by you in connection with them will not violate any applicable laws and regulations, and in particular no third party intellectual property, privacy or other right of a third party. Insofar you are processing information on or of Users and other third parties, including account information and personal data related to them, you shall always transparently inform Users and relevant parties about such processing and their related rights, in full compliance with applicable data protection laws. Information of users shall be protected by you against unauthorized processing by use of adequate technical and organizational measures.
  4. Any Application you distribute on the dizmoStore must at any time adhere to the Dizmo’s Developer Guidelines, which Dizmo may change from time to time at its discretion.
  5. Dizmo reserves the right to review each Application you wish to make available on dizmoStore, and may at its own discretion without providing a reason and at any time without prior notice refuse or revoke admittance to dizmoStore of one or several Applications of yours. If Dizmo wishes to review an Application, prior and following its admittance to dizmoStore, you agree to provide Dizmo with any reasonably requested information, material and data for such review, including the properly documented source code of the Application. Dizmo shall treat such information, material, data and source code confidential and not use it for purposes other than the Applications admittance to dizmoStore, the investigation of complaints or legal purposes. Dizmo shall not be required to inform you of any defects and any other issues it may determine when reviewing an Application of yours. You remain responsible for ensuring that your Applications work correctly and for detecting and removing any defects they may have.
  6. If you wish to make available an Application on dizmoStore, you shall use the relevant functionality and process offered to you through the website and web services of Dizmo and follow the instructions and policies set out by Dizmo for that purpose. You shall respond to all questions correctly and completely, and provide all information as requested.
  7. You may offer Applications to Users for free or at a charge. Dizmo may set forth restrictions with regard to the prices that you can ask for. The prices shall be given by you in USD, but Dizmo may display and sell them to Users in local currency at an exchange rate it determines adequate.
  8. For each Application you make available on dizmoStore, whether for free or for a charge, you are the merchant of record and the party from whom the User buys and receives such Application, and not Dizmo. The role of Dizmo is limited to making available the infrastructure and services for performing the transaction, including obtaining payments from Users and making available to them for download the Applications for and on your behalf and your account. You hereby grant Dizmo with all necessary rights and powers to do so.
  9. The price you set for the Applications will determine the amount of payment you will receive. A Transaction Fee of 30% of the price will be charged on the sales price. The remainder (sales price received from User less Transaction Fee) will be remitted to you following the completion of the transaction (on a monthly basis). The “Transaction Fee” may be revised by Dizmo from time to time at its sole discretion. The Developer is responsible for determining if an Application is taxable and for remitting taxes to the appropriate taxing authority. We will pay you revenue for your sold Applications approximately 45 days after the end of the calendar month in which the applicable sale is made. At the time of payment, we will make available to you a report detailing sales of Applications and corresponding Transaction Fees. All payments will be made in USD using a payment process chosen by Dizmo that is well established in the industry. We are entitled to accrue and withhold payments, without interest, until the total amounts due to you exceed the minimum payment thresholds of USD 100.00.
  10. If the Application is free, you will not be charged a Transaction Fee. In this Developer Agreement, “free” means that there are no charges or fees of any kind for use of the Application. For the avoidance of doubt, revenues generated through advertisements or other third party payments or benefits granted in connection with the distribution of Applications will not be considered free of charge; in such cases, you shall agree with Dizmo on an appropriate mechanism for charging the Transaction Fee and provide Dizmo with any information and document it reasonably requests to determine its Transaction Fee and its entitlement to it.
  11. You agree that your Applications are made available to Users pursuant to the terms and conditions set forth in the Dizmo User Agreement, which shall also govern the contractual relationship between you and the Users at issue, except to the extent deviating terms and conditions apply, if and where set out for a particular Application in the dizmoStore in line with Dizmo policies and accepted by the User. Dizmo may at any time require you to change such terms and conditions if it deems them inappropriate in its reasonable discretion.
  12. Users of Applications shall be instructed by you to contact the developer concerning any defects or performance issues in Applications downloaded and installed from dizmoStore. Except as explicitly stated otherwise in this Developer Agreement, you will be solely responsible for the support and maintenance of your Applications, any defect and any complaints about your Applications, and Dizmo will have no responsibility to undertake or handle support and maintenance of your Applications any defect and any complaints about your Applications. Your valid and accurate contact information must be displayed on each Application detail page and made available to Users for customer support purposes.
  13. Dizmo will make available to Users the latest version of the Application you have provided to Dizmo for release on dizmoStore. Dizmo does not in any way commit to make available to Users a version of an Application provided by you within a particular period of time. Users are allowed unlimited reinstallations of each Application distributed via the dizmoStore, provided however that if you remove an Application(s) from the dizmoStore pursuant to clauses (i), (ii), (iii) or (iv) of Section VI.2, such Application(s) shall be removed from all portions of the dizmoStore and Users shall no longer have the right or ability to reinstall the affected Applications.
  14. In case of User complaints with regard to an Application or the purchase process, Dizmo may, at its own reasonable discretion, elect to partially or fully refund the charge paid by the User. In such case, you are required to pay back to Dizmo the amounts you may have already received with regard to that transaction or not provide you with such amount if it has not yet been paid out; Dizmo may set-off such amounts owed by you with payments owed to you under this Developer Agreement or other agreements.
  15. You shall not engage in any activity in connection with dizmoStore, including the development or distribution of Applications, that in any way interferes with, disrupts, damages or accesses in an unauthorized manner the devices, servers or other properties or services of any third party including, but not limited to, Dizmo and its Users. You may not use customer information obtained from the dizmoStore to sell or distribute Applications outside of the dizmoStore, and you may not distribute Applications outside of dizmoStore.
  16. You are solely responsible for (and that Dizmo has no responsibility to you or to any third party for) any Applications that you create and/or distribute through the dizmoStore and for the consequences of your actions (including any loss or damage which Dizmo may suffer) by doing so.
  17. The dizmoStore may allow Users to rate Applications. Only Users who download the applicable Application will be able to rate it (including writing a review), and you accept that such ratings may be negative. Application ratings will be used to determine the placement of Applications on the dizmoStore with higher-rated Applications generally being given better placement, subject to Dizmo’s ability to change placement at Dizmo’s sole discretion. The dizmoStore may also assign you a composite score for any Application that has not received User ratings. Dizmo reserves the right to display Applications to Users in a manner that will be determined at Dizmo’s sole discretion. You may not rate your own Applications, have this done by third parties or otherwise inappropriate influence the rating. Dizmo may at its sole discretion remove or amend ratings.
  18. By submitting an Application for distribution on dizmoStore, you grant Dizmo a non-exclusive, perpetual, worldwide and royalty-free license to copy, display, distribute and otherwise use the Applications for the purposes set out in this Developer Agreement, including making available the Application to Users on dizmoStore.
  19. You represent and warrant that you have all the intellectual property rights, including all necessary patents, trademarks, trade secrets, copyrights or other proprietary rights, in and to the Application. If you use third-party materials or software, you represent and warrant that you have the right to distribute the third-party material or software in the Application. You shall not submit Applications or other material or software to dizmoStore that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including patent, trademark, privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit the Application, other material or software.

IV. Brand Features and Publicity

  1. Each party shall own all rights, title and interest including, without limitation, all intellectual property rights relating to its Brand Features. With the exception of the limited extent expressly provided in this Developer Agreement, neither party grants, nor shall the other party acquire, any rights, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party. Subject to the terms and conditions of this Developer Agreement, you hereby grant to Dizmo a limited, royalty-free, worldwide, non-exclusive license to display Developer Brand Features, submitted by you to Dizmo, for use in or in connection with dizmoStore and in connection with the distribution and sale of your Application through the dizmoStore or to otherwise fulfill its obligations.
  2. In addition to the license granted in this Section “Brand Features and Publicity” above, for the purposes of marketing the presence, distribution and sale of your Application in the dizmoStore, Dizmo and its affiliates may royalty-free include Developer Brand Features, submitted by you to Dizmo:
    1. within the dizmoStore and in any Dizmo-owned online properties;
    2. in communications outside the dizmoStore when mentioned along with other dizmoStore Applications;
    3. when making announcements of the availability of the Application;
    4. in presentations and
    5. in customer lists (which includes, without limitation, customer lists posted on Dizmo websites)

    If you discontinue the distribution of specific Applications on the dizmoStore, Dizmo will cease use of the discontinued Applications’ Brand Features for such marketing purposes.

  3. Dizmo grants you a limited, non-exclusive, worldwide, royalty-free license to use the Dizmo Brand Features for the Term of this Developer Agreement solely for the purpose of marketing your Application and only in accordance with the Dizmo Brand Guidelines, if any.

V. Further Provisions on dizmoStore

  1. As a Service of Dizmo, dizmoStore and related intellectual property rights are governed by the provisions of the User Agreement concerning Services, as set out in Section III.
  2. You may not and agree not to enable others to, without the express written authorization of Dizmo to:
    1. Modify, alter, reuse, disassemble, decompile, reverse engineer or other-wise translate software relating to the dizmoStore or any portion thereof (except insofar permitted by mandatory law); and
    2. Combine any part of the software relating to the dizmoStore with other software, or distribute any software or device incorporating a part of the dizmoStore; and
    3. Remove, obscure or alter any Application identification, copyright notices, or other notices or proprietary restrictions from the dizmoStore.
  3. Dizmo may at any time modify the form, functioning, nature or other aspects of the dizmoStore at its own discretion without prior notice. You agree that future versions of the dizmoStore may be incompatible with Applications developed on previous versions of the dizmoStore and that Dizmo may stop (permanently or temporarily) maintaining, making available and supporting the dizmoStore (or any features within the dizmoStore) for you or for Users generally at Dizmo’s sole discretion, at any time and without prior notice. Dizmo is not obligated to provide any maintenance for the dizmoStore. You agree that Dizmo has no express or implied obligation to announce or make available any Updates to the dizmoStore or to any Services to anyone in the future. Should an Update be made available, it may have APIs, features, Services or functionality that are different from those found in the dizmoStore herunder or the Services provided hereunder.
  4. From time to time during the Term, Dizmo may provide you with pre-release version of Services and Applications (“Pre-releases”) that constitute confidential information and are subject to the confidentiality obligations of this Developer Agreement. Such Pre-releases and related Services and Applications should not be relied upon to perform in the same manner as a final-release commercial-grade software, nor should it be used with data that is not sufficiently and regularly backed up and may include features, functionality or APIs for Services that are not yet available.
  5. Dizmo may extend, enhance or otherwise modify the dizmoStore or related Services provided hereunder at any time without notice, but Dizmo shall not be obligated to provide Developer with any Updates to the dizmoStore. If Updates are made available by Dizmo, the terms of this Developer Agreement will govern such Updates.

VI. Application Removals

  1. You may remove your Applications from future distribution via dizmoStore at any time, it being understood that you may have ongoing obligations under this Developer Agreement, which are not affected by such removal. Removing your Applications from future distribution via dizmoStore does not
    1. affect the license rights of Users who have previously purchased or downloaded your Applications,
    2. remove your Applications from Devices or from any part of dizmoStore where previously purchased or downloaded applications are stored on behalf of Users or
    3. change your obligation to deliver or support Applications or services that have been previously purchased or downloaded by Users.

    Notwithstanding the foregoing, in no event is Dizmo required to maintain on any portion of dizmoStore (including, without limitation, the part of dizmoStore where previously purchased or downloaded applications are stored on behalf of Users) any Application that you have removed from dizmoStore. However, Dizmo has the right to store Applications purchased by Users on behalf of such Users and make them available for re-installation by such Users, for instance if a Device has been replaced.

  2. If you remove an Application from dizmoStore pursuant to
    1. an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person,
    2. an allegation of defamation or actual defamation,
    3. an allegation of violation, or actual violation, of any third party’s right of publicity or privacy or
    4. an allegation or determination that such Application does not comply with applicable law,

    and a User has purchased such Application before the date of the removal, at Dizmo’s request, you must refund to the affected User all amounts paid by such User for such affected Applications, less the portion of the Transaction Fee specifically allocated for credit card/payment processing for the associated transaction.

  3. While Dizmo does not undertake an obligation to monitor the Applications or their content, if Dizmo is notified by you, by Users or otherwise becomes aware and determines in its reasonable discretion that an Application or any portion thereof or your Brand Features;
    1. violates the intellectual property rights or any other rights of Dizmo or any third party;
    2. violates any applicable law or is subject to an injunction;
    3. is pornographic, obscene or otherwise violates Dizmo’s Developer Guidelines, the Dizmo Brand Guidelines or other terms of Service as may be updated by Dizmo from time to time in its sole discretion or other agreements with Dizmo;
    4. is being distributed by you improperly;
    5. may create liability for Dizmo;
    6. the display of the Application is impacting the integrity of Dizmo servers (i.e. Users are unable to access such content or otherwise experience difficulty),

    Dizmo may remove the Application from dizmoStore or reclassify the Application at its sole discretion. Dizmo reserves the right to suspend and/or bar any Developer from dizmoStore at its sole discretion and without liability.

  4. If Dizmo enters into distribution agreements with Device Manufacturers to place dizmoSpace on Devices, the distribution agreements may require the involuntary removal of Applications in violation of the Device Manufacturer’s terms of service or other policies, and you agree with such removal.
  5. In the event that your Application is involuntarily removed because it is defective, malicious, infringes the intellectual property rights of another person, defames, violates a third party’s right of publicity or privacy or does not comply with applicable law and an end User has purchased such Application within two years before the date of the removal:
    1. you must refund to Dizmo all amounts received, plus any associated fees (i.e. chargebacks and payment transaction fees) and
    2. Dizmo may, at its sole discretion, withhold from your future sales the amount in sub-section (i) above.

VII. Term and Termination

  1. This Developer Agreement is effective until terminated. Unless terminated earlier, Services are provided to you for as long as they have been paid for by you or, if not paid for or for the time thereafter, if and to the extent Dizmo is making them available to you, which it may do at its discretion.
  2. Dizmo may at any time terminate or suspend this Developer Agreement and any Service provided under this Developer Agreement for convenience without giving further reason or advance notice, except that in the case of paid-for Services already paid for by you (other than the Service for selling Applications, which is paid per transaction), such termination or suspension shall become effective only upon the end of the term for which you have already paid.
  3. Dizmo may at any time, by giving notice to you, terminate or suspend this Developer Agreement and any Service provided hereunder with immediate effect for cause, including, without limitation, if:
    1. You have breached any provision of this Developer Agreement or any other policies that are referenced herein or posted on the Services, or reasonably appear to have done so; or
    2. A law enforcement authority, a judicial body, or other government agency in Dizmo’s reasonable belief asks, expects or recommends Dizmo to do so; or
    3. Dizmo encounters unexpected technical or security issues or problems that affect the provision of Services; or
    4. You appear to have participated, or be involved, in fraudulent or illegal activities; or
    5. You have failed to pay fees owed by you in relation to the Services or purchases on dizmoStore; or
    6. This is, in Dizmo’s reasonable opinion, necessary to protect its reputation or other key business interests in connection with you, the Services or your use of the Services; or
    7. There is a general discontinuance or material modification to the Services or any part thereof; or
    8. Dizmo is required to do so by law or concludes that it may have to do so for Dizmo, you or your use of the Services remaining in compliance with law, including without limitation if a Service or parts of it in Dizmo’s assessment may infringe third party rights.
  4. You may at any time, by giving notice to Dizmo, terminate this Developer Agreement.
  5. Upon termination of this Developer Agreement or of a Service, you will lose access to such Service, including the functions of dizmoStore used for publishing your Applications, including any and all data and information stored by Dizmo in connection with the Service(s) affected, and Dizmo has no responsibility or other obligation to retain copies or backups of such data and information. The termination or suspension of this Developer Agreement or a Service does not entitle you to any refund of charges already paid, but unused. All Applications shall be considered removed from dizmoStore pursuant to Section VI.1 above.
  6. Any liability of Dizmo in connection with a premature or termination for cause or convenience is disclaimed to the extent permitted by law.
  7. In addition to a termination or suspension for cause by Dizmo, Dizmo may also elect to exclude you for a limited or unlimited period of time from again entering into a Developer Agreement or using the Services, whether under the same or a different identity or through another person. You agree to comply with such exclusion for the period of time it has been issued. Any attempt to circumvent or violate such exclusion shall permit Dizmo to immediately terminate the Developer Agreement involved for cause, and claim for damages.

VIII. Disclaimer of Warranties and Liability

  1. You understand and agree that the Services are provided on an “as is” and “as available” basis without any guarantees or warranties, except where expressly stated otherwise. Dizmo and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors expressly disclaim any and all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In particular, Dizmo and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors make no representation, guarantees or warranty that
    1. the Services will meet your requirements;
    2. your use of the Services will be timely, uninterrupted, secure or error-free;
    3. any information obtained by you as a result of the Services will be accurate or reliable; and
    4. any defects or errors in the software underlying the Services will be corrected.
  2. Dizmo does not represent, warrant or guarantee that the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Dizmo disclaims any liability relating thereto. Any material downloaded or otherwise obtained through the use of the Services is accessed at your own discretion and risk, and you will be solely responsible for any damage to your device, computer, or loss of data that results from the download of any such material. You further acknowledge that the Services are not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Services could lead to death, personal injury, or severe physical or environmental damage.
  3. You understand and agree that Dizmo and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors, insofar permitted by applicable law, shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services, or other intangible losses (even if Dizmo has been advised of the possibility of such damages), resulting from:
    1. the use or inability to use the Services (always including dizmoStore);
    2. any changes made to the Services or any temporary or permanent cessation of the Services or any part thereof;
    3. the unauthorized access to or alteration of your transmissions or data;
    4. statements or conduct of any third party on the Services; and
    5. any other matter relating to the Services.
  4. You agree to fully indemnify and hold Dizmo harmless for and against any loss, damage, claim or expenses which Dizmo may suffer resulting from any breach by you under this Developer Agreement, any applicable third party contract, or any applicable law or regulation.

IX. Data and Data Protection

  1. Dizmo may in performance of its Services obtain from you data related to identified or identifiable individuals or legal entities for the purposes of processing them exclusively for you (“Personal Data”). Dizmo will process Personal Data only on behalf and for the purposes of, and only as instructed by you. Dizmo will apply technical and organizational measures it considers reasonable for its respective Services to prevent unauthorized processing and accidental loss of such Personal Data, but does not undertake or warrant for any particular level of data security or safety. Dizmo may store Personal Data on own and third party servers in any country worldwide, including in jurisdictions without an adequate level of data protection.
  2. You undertake and warrant that
    1. any of Dizmo’s processing of Personal Data for the purposes of providing the Services and any of your related instructions to Dizmo in connection with the Services is in compliance with applicable data protection laws, and will not cause Dizmo to violate applicable data protection laws, and
    2. you have made or obtained any notifications, registrations, regulatory approvals and data subject consents required for such processing, and
    3. you will promptly and adequately respond to any requests from data subjects.
  3. If you request Dizmo to assist you in your compliance with applicable data protection laws, you understand and agree that Dizmo is not required to provide you with such if Dizmo lacks the necessary resources and skills or if you are not paying for such efforts in advance the amounts reasonably requested by Dizmo on a time and material basis.
  4. Dizmo does not undertake any backup of any data or other information stored using or within the Services, or is required to undertake special steps from protecting such data of yours and other information related to you from unauthorized access, manipulation or loss. You understand and agree that it is your responsibility to ensure that you at any time maintain copies of any data or information stored using the Services, and that you do not use the Services to store any sensitive data or information or other business critical content.
  5. Dizmo may process your personal data as set forth in the Privacy Policy, as amended from time to time, or as otherwise communicated to you in line with applicable data protection law.

Miscellaneous Provisions

  1. Notices to be provided by Dizmo to you may be validly communicated via e-mail to the last known e-mail address pursuant to the data you provided at your registration (or as changed thereafter); sending an e-mail to such address shall be considered valid notice under this Developer Agreement, and shall be considered received within 24 hours.
  2. Dizmo is at any time entitled to assign this Developer Agreement or any rights or obligations hereunder to a third party. You may not assign this License Agreement or any rights or obligations hereunder to a third party without the prior written consent of Dizmo.
  3. This Developer Agreement constitutes the entire and only agreement between the Dizmo and you relating to the subject matter of this Developer Agreement. Any changes to this Developer Agreement shall be agreed in writing. However, Dizmo may change this Developer Agreement by providing you advance notice either through dizmoStore (upon your next login) or by sending an e-mail to your last known e-mail address pursuant to your contact information of record (or using another form of personal communication). Such changes shall be deemed accepted by you and become effective as of the date
    1. on which you indicate your acceptance within dizmoStore, or
    2. if Dizmo has not received your written notice of your termination of this Developer Agreement at the latest within 30 days of Dizmo’s notice of the proposed changes to you.
  4. You shall comply with all applicable laws and regulations in connection with its activities pursuant to this Developer Agreement.
  5. Failure of Dizmo to enforce a right under this Developer Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
  6. Should any part or provision of this Developer Agreement be held to be invalid or unenforceable by any competent court, governmental or administrative authority having jurisdiction, the other provisions of this Developer Agreement shall nonetheless remain valid and the provision held to be invalid or unenforceable shall be replaced by a substitute provision that best reflects, to the extent permitted under applicable law, the economic interest reflected in the provision held to be invalid or unenforceable.

XI. Governing Law and Jurisdiction

  1. To the extent permitted by applicable law, this Developer Agreement shall be exclusively governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of laws principles and excluding the UN Convention on Contracts for the International Sale of Goods.
  2. To the extent permitted by applicable law, the exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in connection with or related to the Developer Agreement (or subsequent amendments thereof), including, without limitation, disputes, claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall be the city of Zurich, Switzerland.

Last updated: December 16, 2014