General Terms and Conditions for "Software as a Service" Services
Preamble
The following general terms and conditions apply to all contracts with coapp GmbH (hereinafter also referred to as provider and/or coapp) and the customer regarding the platform "coapp". To simplify the presentation, the female form of address is omitted.
They shall be deemed to have been conceded unless they are immediately objected to.
General terms and conditions of the Customer shall not apply, even if the Provider does not expressly object to them.
The customer shall be notified of any amendments to these GTC in writing, by fax or by e-mail. If you do not object to an amendment within four weeks after receipt of the notification, the amendments shall be deemed accepted by you. You will be informed separately of the right to object and the legal consequences of silence in the event of an amendment to the Terms and Conditions.
Subject of the contract
The Provider makes the standard software "coapp" available to the Customer as Software-as-a-Service ("SaaS") via the Internet. The core function of the software is to provide an internal communications platform that is hosted on the provider's server.
Details on the performance of the software can be found in the current performance specification, available at: https://coapp.io/
The subject of the contract is the
Provision of the Provider's standard software "coapp" (hereinafter referred to as "Software") for use via the Internet and
the granting of storage space on cloud servers of the provider.
The Provider is permitted to engage subcontractors for the granting of the cloud storage space. However, the use of subcontractors does not release the Provider from its sole obligation to the Customer to fulfill the contract in full.
Software transfer
The Provider shall make the Software available to the Customer in the respective current version via the Internet for use against payment. For this purpose, the Provider shall set up the software on a cloud server that is accessible to the Customer via the Internet.
The current scope of functions of the software can be found in its current service description on the Provider's website at https://coapp.io/. The hardware requirements on the part of the customer also result from this. The customer is solely responsible for providing suitable hardware for the use of the software. Problems or errors on the customer's hardware do not entitle the customer to terminate the contract.
The software can only be executed online via a browser on the website. The software supports the browsers listed in the current version of the service description in the version also specified there.
Rights to use the software
The Provider grants the Customer the non-exclusive and non-transferable right to use the software designated in this Agreement for the duration of the Agreement as intended.
The customer may only process the software to the extent that this is covered by the intended use of the software according to the respective current service description.
The customer may only reproduce the software to the extent that this is covered by the intended use of the software according to the respective current service description. Necessary duplication includes loading the software into the main memory and the processor of the customer's hardware, but not the even temporary installation or storage of the software on data carriers of the hardware used by the customer.
The customer is not entitled to make the software available to third parties for use against payment or free of charge. The customer is expressly not permitted to sublet the software.
Granting of storage space
The Provider shall provide the Customer with a defined storage space on a cloud server for storing its data, in particular such data uploaded by third parties from the Users of the Software.
The customer or its users may store content on the cloud server up to a volume of 0.2 GB per registered user. If the storage space is no longer sufficient to store the data, the customer can book additional storage space for an additional fee.
The customer is not entitled to transfer this storage space to a third party for use, in part or in full, against payment or free of charge.
The customer undertakes not to store any content on the storage space whose provision, publication or use violates applicable law or agreements with third parties. The customer assures that he has the corresponding rights to the content.
The Provider shall take appropriate precautions against data loss and to prevent unauthorized access by third parties to the Customer's data. For this purpose, the Provider shall make regular backups, check the Customer's data for viruses and install firewalls according to the state of the art. However, the customer is obliged to keep his own backups of the uploaded data. The provision in § 11 para. 4 of this agreement is expressly referred to.
The Customer grants the Provider a non-exclusive, royalty-free right of use, unlimited in space and limited in time to the term of the contractual relationship, to the respective content for the purpose of storage and display in the software. The right of use includes in particular:
the storage of the contents by the provider and their duplication as well as
making it publicly available, by displaying the content in the software.
Upon termination of the contractual relationship, the Provider shall immediately surrender to the Customer all data stored on the storage space allocated to it. The surrender of the data shall take place via the Internet.
Availability and bug fixing
The provider guarantees an availability of the software of 99% on an annual average including maintenance work.
In the event of malfunctions in software operation, the response times for bug fixing are based on the severity of the malfunction and the corresponding urgency.
Duties of the customer
The customer undertakes not to store any illegal content or content that violates the law, official requirements or the rights of third parties on the storage space provided. This also applies to the customer's users. The customer may have to carry out its own control measures.
The customer is obliged to prevent unauthorized access by third parties to the protected areas of the software by taking suitable precautions. For this purpose, the Customer shall, to the extent necessary, instruct its employees accordingly.
Notwithstanding the Provider's obligation to back up data, the Customer itself is responsible for entering and maintaining its data and information required to use the Software.
The customer is obliged to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.
The Customer may use the services provided under this Agreement exclusively in accordance with their intended use. He expressly undertakes not to use any programs, algorithms or other software in connection with the software or the storage space provided which may interfere with the function and/or availability of the software or the storage space or the infrastructure. In particular, he may not take any measures that may result in an unreasonable or excessive load on the infrastructure of the cloud storage and the software or may interfere with it in a disruptive manner, such as the excessive upload of data packets.
The customer is obliged to keep his access data secret and not to make it accessible to third parties. Furthermore, he is obliged to use a secure password.
Rules of cooperation
Both Parties shall respect the rights of the other Party, take into account the rights and reputation of the other Party and inform each other regularly if information could be relevant for the other Party and this should have been recognizable for the other Party.
To the extent possible and reasonable, the contracting parties shall attempt to resolve differences of opinion among themselves before taking legal action. To this end, they may set the other party reasonable deadlines for action, response or similar.
External communication
Both contracting parties agree that they will generally not communicate externally, i.e. PR and marketing measures, statements on the respective other contracting party, the subject matter of the contract, the cooperation and similar announcements to third parties to the detriment of the other contracting party and that they will coordinate these with each other in advance.
The above specifications for confidentiality and external communication shall not be affected by the termination of this Agreement.
Secrecy and confidentiality
Both contracting parties shall keep secret and not communicate to others who are not called upon by their official or professional activity to receive such communications (e.g. consulting attorneys, tax consultants, etc.) all business and operational relationships which are to be treated confidentially according to the discernible will of the respective other contracting party or according to the circumstances.
The conditions and circumstances of this contract as well as the contract itself shall be kept confidential by both contracting parties, unless there is a justified interest to the contrary. The above obligations to maintain secrecy shall continue to apply after termination of the contractual relationship.
The Parties undertake, prior to the termination of the contractual relationship, to carefully and conscientiously return to the other Party all business papers, records, data, documents, reports, correspondence, documents and information related to the other Party, or to destroy them at the request of the other Party, unless it is legally obliged to retain them
Remuneration
The Customer undertakes to pay the Provider the agreed monthly fee plus the statutory value added tax for the provision of the software and the granting of the storage space. The amount of the remuneration results from the corresponding offer of the Provider. All prices stated are net prices plus the statutory value added tax.
The remuneration shall be paid monthly in advance by the 3rd day of the respective contract month. It is to be paid non-cash to the bank account provided by the Provider.
The Provider is entitled to make the activation of the Customer Account dependent on the complete payment of the remuneration. Likewise, he is entitled to block the customer account if the customer is in default with the payment of the remuneration.
Individual agreements of the parties remain unaffected.
Limitation of liability
The contracting parties shall be liable to each other without limitation for intent and gross negligence. For ordinary negligence, they shall only be liable for damages resulting from injury to life, limb, health or a material contractual obligation (obligation whose fulfillment is a prerequisite for the proper performance of the contract and on whose fulfillment the contractual partner regularly relies and may rely).
In the event of a simple negligent breach of material contractual obligations, the liability of the contracting parties shall be limited to the amount of the foreseeable, typically occurring damage. In all other respects, liability is excluded.
The above limitations of liability shall also apply in favor of the legal representatives and vicarious agents of the contracting parties.
The Provider shall not be liable for the loss of data insofar as the damage is due to the Customer's failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort.
Liability of the customer
In the event that the Provider's services are used by unauthorized third parties using the Customer's access data, the Customer shall be liable for any charges incurred as a result within the scope of civil liability until receipt of the Customer's order to change the access data or notification of the loss or theft, provided that the Customer is at fault for the access of the unauthorized third party.
The Provider is entitled to immediately block the storage space if there is reasonable suspicion that the stored data is illegal and/or infringes the rights of third parties. A reasonable suspicion for an illegality and/or a violation of rights exists in particular if courts, authorities and/or other third parties inform the Provider thereof. The Provider shall immediately notify the Customer of the block and the reason for it. The block is to be lifted as soon as the suspicion is invalidated.
The Customer shall indemnify the Provider against all claims of third parties which are attributable to the fact that the Customer has used the software in an unlawful manner and/or in violation of this Agreement, in particular has stored unlawful content on the Provider's server.
Term and termination
The minimum contract period for the provision of the software is 1 month for monthly payments. The contractual relationship shall be extended by 1 further month in each case if the customer does not terminate the contract within a period of 30 days before the end of the contractual term. The termination must be at least in text form (e-mail, fax). .
Individual agreements of the parties regarding the term shall remain unaffected.
The right of each contracting party to terminate the contract without notice for good cause remains unaffected. In particular, the Provider shall be entitled to terminate without notice if the Customer fails to make due payments despite a reminder and a grace period or if the Customer violates the contractual provisions regarding the use of the Software.
Final provisions
The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
Should individual provisions of these terms be or become invalid, this shall not affect the validity of the remaining provisions.
If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of performance as well as the exclusive place of jurisdiction for all disputes arising from and in connection with the contract shall be Hanover.
Annexes to which reference is made are an integral part of the contract
These terms and conditions have been drafted in German and English. In the event of any inconsistency between the German and English versions, the German version shall prevail.