This SaaS and Services Framework Agreement (hereinafter referred to as "Agreement" or "Agreement") is concluded between.
Betronate digitale Medien with its registered office at Eschersheimer Landstraße 42, 60322 Frankfurt am Main, Germany (hereinafter referred to as "Company")
User (hereinafter referred to as "User" or "Customer").
The Company and the User are collectively referred to as the "Parties" and individually as the "Party".
The User wishes to obtain from the Company access to the SaaS services which the Company undertakes to provide in accordance with the terms of this Agreement.
1. Subject Matter of the Agreement
The Company undertakes to provide the User with the ability to shorten URLs and create individual links on a SaaS platform (online software). It also offers link management and analysis products, some of which are chargeable.
The Company allows the User to:
- access the online platform for an unlimited period of time;
- book additional services directly on the platform;
- support him via email free of charge for all services offered.
If a subscription has been taken out, the details of the services, the platforms used, the restrictions on use, the duration of the subscription and the terms and conditions must be complied with.
The Company may, in its sole discretion, make changes to the platform that it deems necessary or appropriate to:
- improve the quality or delivery of Company's products or services to its customers;
- enhance the competitiveness of Company's products or services or the market for such products or services;
- optimize the cost efficiency or performance of the platform;
- comply with applicable law.
2. Availability of the Service
The Company aims to achieve an annual average availability of 99% for all functions of the platform. However, no guarantee is given for the targeted availability. If the availability is below the targeted value, the Company shall not be liable for any damages that may result from the unavailability of a service.
By using the services of the Company, the User assures the Company to indemnify the Company from all claims that may be caused by a failure of the services.
The User may sign a separate Agreement with the Company stating, among other things, that the Company is liable in the event of a failure and what compensation the Customer is entitled to in the event of a claim. Such an Agreement is associated with additional charges and is intended only for enterprise customers who rely on the guaranteed performance of a SaaS solution.
3. Access to the Online Platform
The basic version of the platform is free of charge, anyone can create a free account and use the basic functions of the software. In order to use the full range of functions, the user must convert his free account into a paid one, which can be done directly on the platform under account settings.
During the configuration and setup process of the user account, the User establishes an administrative username and password with the Company. The Company reserves the right to refuse to register usernames and passwords, to delete them or to cancel accounts if it considers it inappropriate.
Only one user account is allowed per user. The User undertakes to use his user account personally and not to share it with third parties. If there is a possibility to create sub-users in the account, they will be given a separate access to the platform.
When logging into the user account, the User must enter at least his email address and password, or he can log in without a password by email and a security code sent by email. The second option is more secure and should be preferred.
4. Responsibility for the Account
The User is responsible:
- for all uses of an account to which the User has access, whether or not the User has authorized the particular use or a third party user, and whether or not the User has knowledge of such use.
- for securing the corporate account, passwords (including but not limited to administrative and user passwords) and files.
- for keeping its login credentials confidential and for changing passwords when data theft is suspected.
The Company is not responsible for the loss of information due to irresponsible actions such as the loss of the password or the disclosure of the authorization data to third parties by the User.
All confidential information received by the Company from the User in connection with the provision of the above services shall be kept confidential by the Company. The Company shall not use confidential information received under this Agreement, directly or indirectly, for its personal benefit or disclose or share it in any way.
If the Company is requested by a legal organization to disclose a User's data and there are reasonable grounds for the request, the Company shall be authorized to disclose data after informing the User of the facts.
6. Ownership and Usage Rights
The Company owns and retains all rights, title and interest:
- to any service software, applications, inventions or other technologies developed in connection with the Services;
- in the intellectual property and proprietary rights in the aforementioned subscription services.
The Company retains all services, including all documentation, modifications, improvements, upgrades, derivative works, and all other intellectual property rights in connection with the service, including Company's name, logos, and trademarks reproduced through the service.
The User is granted simple rights of use and may use all services available in his user account. If a subscription to a service has been taken out, the User will only have access to the features as long as the subscription fee is paid on time. In case of suspension of subscription payment, the Company has the right to limit the functionality or block access to the Platform.
7. Prohibited Activities
The User may use the application only for the purpose for which the Company provides it. The purpose of the application is defined in the first point of this Agreement.
To illustrate (and without limitation) the foregoing, the User of the application agrees to refrain from the following:
- Systematically retrieve data or other content from the application for the purpose of directly or indirectly creating or compiling a collection, compilation, database or directory without the written permission of Company.
- Trick, defraud or mislead Company and other users in any way, including, but not limited to, attempting to obtain sensitive account information such as user passwords.
- Bypass, disable or otherwise interfere with security-related features of the application.
- Use information obtained by the user through the application to harass, abuse or harm another person.
- Use the application in a manner that violates any applicable law or regulation.
- Interfere with, disrupt or place an unreasonable load on the application or networks or services connected to the application.
- Upload or transmit viruses, trojan horses or other material.
- Attempt to impersonate another user or person or use another user's username.
- Attempt to circumvent any measures taken by the application to prevent or restrict access to the application or any part of the application.
- Use, launch, develop or distribute automated systems, including but not limited to spiders, robots, scrapers or offline readers that access the application, or use or launch unauthorized scripts or other software.
- To use a third party to make purchases in the application.
- Using the application to compete with the Company.
8. Prohibited Content
The User is not allowed to use the Company's services in connection with the following content and its advertising or propaganda:
- Depiction of violence
- Hate speech
- Fraudulent or illegal offers
In addition, the User agrees to comply with local, country-specific laws related to prohibited content and activities, and to notify the Company if there are any conflicts with local laws.
9. Payment Terms
The User shall pay to the Company the applicable fees described in any order form or service description in accordance with the terms and conditions set forth therein.
- In such case, full payment for invoices issued in a given month must be received by the Company within 14 days from the date of dispatch of the invoice (unless otherwise specified on the relevant order form).
- Unpaid amounts will be subject to a finance charge on the outstanding balance each month.
- The Company also reserves the right to suspend services in the event of late payment.
All orders are processed through the following payment service providers:
When processing payments, the Customer must conclude a separate contract with the respective payment service provider. The contractual conditions of the provider apply.
The Company makes every effort to make the platform and all related services as secure as possible.
The Company has several obligations to fulfill:
- The Company shall comply with all applicable laws regarding notification of individuals in the event of an unauthorized disclosure of personal data and notification of other unauthorized disclosures of data and information.
- Upon discovery of a breach of the Company's security obligations or other event requiring notification under applicable law, the Company will notify the User and any other person required to be notified by law of the breach or other event by telephone, letter, or email within 5 days.
The Customer may terminate this Agreement for any reason upon 30 days' notice to Company.
Either Party may terminate this Agreement effective immediately by providing notice of termination to the other Party if:
- the other Party has falsely performed or otherwise materially breached any of its obligations, covenants or representations, and;
- the failure, inaccuracy or breach continues for a period of 30 days after the aggrieved Party has given the breaching Party notice reasonably describing the breach.
The Company may terminate this Agreement effective immediately by sending the User a notice of termination if the invoice amount is not paid any later than 14 days after the invoice date.
Upon termination of this Agreement, the Company shall immediately cease reproducing, advertising, marketing and distributing any material or information about the User.
If the User is no longer entitled to the application after termination, the Company shall delete all data associated with the User on all storage media within 7 days from the date of the executed termination.
The Parties agree to indemnify and hold harmless the other Party, its respective affiliates, employees and permitted successors and assigns from and against any and all losses, claims, damages, penalties, liabilities, punitive damages, expenses and reasonable attorneys' fees of whatsoever nature and amount arising out of the negligence or breach of this Agreement by the indemnifying Party, its respective affiliate or successors and any assignment made in connection with this Agreement.
This section shall remain in full force and effect after termination of this Agreement.
13. Limitation of Liability
As stated in point 2 of this Agreement, the Company is not liable for any damage that may be caused by the failure of the service. The Company has the right to reject all claims for damages, especially if the failure of the service is due to an event that cannot be influenced or prevented.
In no event shall either Party:
- incur any liability arising out of or in connection with this Agreement, whether in contract, tort, or any other theory of liability, which in the aggregate exceeds the fees paid or owed by Customer and the providers under this Agreement;
- be liable for lost profits or revenue or for indirect, incidental, consequential, cover, special, exemplary or punitive damages, however caused, whether in contract, tort or under any other theory of liability.
The Company shall not be liable for any damage caused by improper use of the application by the User. The User assures the company to use the application with good intentions and to hold the company harmless in case of claims for damages or compensation by third parties.
14. Dispute Resolution
All disputes arising out of this contract between the parties shall be settled out of court by arbitration. The place of arbitration shall be Frankfurt am Main and the seat of arbitration shall be Germany. The decision of the arbitration shall be final and binding on both Parties.
If the disputes under this Agreement cannot be settled by arbitration, they shall be settled by judicial proceedings in the courts of the State of Hesse (Germany), including the federal courts located therein, and the Parties all consent to the jurisdiction of such courts, agree to service of process by mail, and hereby waive any jurisdictional or venue objections that may otherwise be available to them.
- Assignability: Neither Party may assign this Agreement or any of its rights or obligations hereunder to any third party without the prior express written consent of the other Party, which consent shall not be unreasonably withheld.
- Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, all other provisions shall remain in full force and effect until terminated.
- Force Majeure: Neither Party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control (including, without limitation, pandemics, fires, strikes, governmental orders and other acts of God) for so long as such event continues.
- Amendment: Amendments to this Agreement must be in writing and signed by both Parties.
- Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in Frankfurt am Main, Germany. The Parties represent that they have the authority to enter into this Agreement.
- Entire Agreement: This Agreement constitutes the entire agreement of the Parties, revokes and supersedes all prior agreements between the Parties, and is intended to be the final expression of their understanding. It may not be modified or amended except in writing signed by the Parties and expressly referring to this Agreement. This Agreement shall take precedence over any other document that may conflict with this Agreement.
To resolve a complaint about the SaaS application or to obtain further information about the use of the SaaS application, the following contact information may be used:
Betronate digitale Medien
Eschersheimer Landstrasse 42
Frankfurt am Main, Hessen 60322
Phone: +49 6934867401
Email: [email protected]