SaaS usage contract - reportical

These terms of use apply to the use of software applications based on Software as a Service (SaaS) from the company brandcity GmbH, Lindwurmstraße 173 Rgb, 80337 Munich, Germany (hereinafter referred to as "company") by the customer.

1. Scope of application

The company is a provider of a software with the current title "reportical" for creating and systematizing reports on clippings. The company offers the use of this software as a web-based tool. The customer intends to use the above-mentioned service software in his company. The Company provides the software application to the Customer solely on the basis of these Terms of Use.

2. Subject of the contract

2.1. The company provides SaaS services via the Internet in the area of business software for reporting and reporting.
2.2. Subject of the contract is the
2.2.1. Provision of the Company's "reportical" software (hereinafter referred to as "SOFTWARE") for use via the Internet and
2.2.2. Allocation of storage space on the company's servers.
2.3. The Company is also entitled to provide the services through third parties (including affiliated companies) as subcontractors. The use of subcontractors does not release the Company from its sole obligation to the Customer to fully perform the contract.

3. Software transfer

3.1. For the duration of this contract, the Company shall make the SOFTWARE available to the Customer via the Internet in its current version against payment. For this purpose, the Company sets up the SOFTWARE on a server which is accessible to the Customer via the Internet. The Company provides the SOFTWARE to the Customer as a SaaS service via remote access. It is therefore not made available to the customer for his own permanent storage or for his own public reproduction.
3.2. The current scope of functions of the SOFTWARE results from its current performance description on the company's website at www.reportical.com. The necessary system requirements (conditions of use) also result from the service description available there.
3.3. After activation, the client receives his access data by email, which are required for further use of the SaaS service. As administrator, the customer can create employees as additional users for the SaaS service.
3.4. The company will immediately eliminate all software errors as far as technically possible. An error is deemed to exist if the SOFTWARE does not fulfill the functions specified in the performance description, delivers faulty results or otherwise does not function properly, so that the use of the SOFTWARE is impossible or limited.
3.5. The company is constantly developing the SOFTWARE and will improve it through ongoing updates and upgrades.

4. Rights of use of the SOFTWARE

4.1. The company grants the client the non-exclusive, non-sublicensable and non-transferable right to use the SOFTWARE designated in this contract for the duration of the contract within the framework of SaaS services in accordance with the performance description and documentation as intended.
4.2. The customer may only process the SOFTWARE as far as this is covered by the intended use of the SOFTWARE according to the respective current performance description.
4.3. The customer may only copy the SOFTWARE as far as this is covered by the intended use of the software according to the respective current performance description. Necessary duplication includes loading the SOFTWARE into the main memory on the company's server, but not the even temporary installation or storage of the SOFTWARE on data carriers (such as hard disks etc.) of the hardware used by the customer.

5. provision of media data

5.1 The company provides the customer with media data for use within the scope of the software use, if applicable, prepared according to availability. The Company grants the Client the non-exclusive, non-sublicensable and non-transferable right to use this media data within the scope of the SaaS services for the duration of the contract.
5.2. The customer may only copy the media data made available, as far as this is covered by the intended use of the software according to the respective current service description.
5.3. The customer is not entitled to make the media data provided available to third parties, either in whole or in part, for use by third parties, either for a fee or free of charge.

6. Allocation of storage space

6.1. As part of the SaaS service, the company provides the client with defined storage space on a server for storing his or her data, which can be accessed in connection with the use of the SaaS service. The scope of the storage space available to the client results from the service description on the company's website. If the storage space available to the client is no longer sufficient for storing the data, the company will inform the client of this. The customer can reorder corresponding contingents subject to availability from the company.
6.3. The company is obliged to take suitable precautions against data loss and to prevent unauthorized access to the customer's data by third parties. For this purpose, the Company shall make daily backups, check the Customer's data for viruses and install state-of-the-art firewalls.

7. suspensive condition of the granting of rights

All rights granted in this contract in favour of the customer shall only become effective when the customer has paid the agreed remuneration in full. The Company may provisionally permit the use of the SOFTWARE and its other services even before this date. However, such provisional permission does not result in a transfer of rights.

8.support, service

8.1. The company provides the customer with a support center for malfunctions and system errors that occur within the scope of the SaaS services provided. The Company will respond to any reports of malfunctions of the SOFTWARE and the corresponding SaaS services within the business hours published on the website www. reportical.com by telephone or in text form (in particular by e-mail) as soon as possible after receipt of the respective question and will remedy any malfunctions of the provided service.
8.2. The Customer shall notify the Company of any malfunctions and system errors as accurately as possible, in particular stating their exact nature and extent.
8.3. If it follows from the qualification of the fault report that the fault is caused by a performance obligation of the Customer, a user error or by user questions regarding the operation of the SOFTWARE or for other reasons for which the Company is not responsible, the Company will inform the Customer about this and, if necessary, refer the Customer to the service department.
8.4. The Company may provide a paid service department for user questions regarding the operation of the SOFTWARE. Unless otherwise agreed, the remuneration is based on the Company's price list valid at the time of the conclusion of the contract, which can be viewed on the website www. reportical.com or was sent to the Customer by e-mail upon conclusion of the contract.

9. changes in performance

9.1. The Company is entitled to change the contractually agreed services if this is reasonable for the Customer and one of the following conditions is fulfilled:
9.1.1. products or services of third parties which are included in the services of the Company (e.g. hosting, database contents) are not, no longer or only in modified form available and the Company is not responsible for the circumstances leading to this;
9.1.2. the operability of the agreed SaaS services is no longer guaranteed;
8.1.3. the agreed service no longer corresponds to the current state of the art, the required security regulations or the applicable data protection regulations;
8.1.4. the change in performance is required due to new legal or official regulations;
8.1.5. the agreed service is exchanged in whole or in part for equivalent or higher quality services which leave the agreed quality of the services essentially unchanged;
9.2 The customer must be notified in writing or in text form of a change in performance at least one month before it takes effect. The customer has the right to terminate the contractual relationship within a period of one month after receipt of the notification of the change in service with effect from the time the announced change in service takes effect. The notice of termination may be given in writing or in text form.

10. Interruption, impairment of accessibility

10.1. Adjustments, changes and additions to the SaaS services that are the subject of the contract as well as measures that serve to determine and eliminate malfunctions will only lead to a temporary interruption or impairment of accessibility if this is absolutely necessary for technical reasons.
10.2. The basic functions of SaaS services are monitored daily. Maintenance of the SaaS services is generally guaranteed from Monday to Friday 09:00 - 17:00. In the event of serious errors (i.e. the use of the SaaS services is no longer possible or seriously restricted), maintenance is carried out within 6 hours of the client's knowledge or information. The company will immediately notify the client of the maintenance work and carry it out in the shortest possible time according to the technical conditions. If the fault cannot be rectified within 12 hours, the Company will notify the Customer of this by e-mail within 24 hours, stating the reasons and the time period that can be expected to be needed to rectify the fault.
10.3. The availability of the respectively agreed services according to section 2.2. of this contract is 98.5 % on an annual average, including maintenance work, but availability may not be impaired or interrupted for more than two calendar days in a row.

11. Duties of the customer

11.1. The Client undertakes to refrain from any actions that endanger the trouble-free operation of the SOFTWARE and SaaS services of the Company. This includes in particular the attempt to access data to which the client is not entitled.
11.2. The customer undertakes not to place any illegal content that violates laws, official regulations or the rights of third parties on the storage space provided. It is possible for the customer to collect data himself with the help of the SOFTWARE and to make it available to other users of the SOFTWARE. The customer ensures that he has the necessary rights to this data.
11.3. The customer is obliged to prevent unauthorized access of third parties to the protected areas of the SOFTWARE by taking appropriate precautions. For this purpose, the customer shall, if necessary, inform his employees of the compliance with the above obligation and the legal provisions, such as e.g. copyright law. In particular, the customer shall request his employees not to make any unauthorized copies of the SOFTWARE or the databases made available therein. Furthermore, the customer shall carefully administer access rights to the SOFTWARE and not disclose or pass on passwords.
11.4. Notwithstanding the company's obligation to back up data, the client himself is responsible for entering and maintaining the data and information required to use the SaaS services.
11.5. The customer must regularly maintain his IT systems and take suitable security measures to avoid potential dangers when using the contractual services. The customer is therefore particularly 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.
11.6. The customer is obliged to change the password after the first login to the system. The customer is obliged to keep his user name and password secret and not to make them accessible to third parties. Insofar as the client is entitled to create employees as additional users for the SaaS service on the basis of the license, he/she must ensure and monitor compliance with the above obligations.
11.7. The contents stored by the customer on the storage space intended for him may be protected by copyright and data protection law. The customer hereby grants the company the right to make the contents stored on the server accessible to the customer when the customer queries them via the Internet and, in particular, to copy and transmit them for this purpose and to be able to reproduce them for the purpose of data backup.

12. remuneration

12.1. The company provides the customer with a test access for a period of 14 days. During this trial period, use of the SaaS service is free of charge.
12.2. The customer undertakes to pay the company the agreed monthly fee plus statutory VAT for the provision of the SOFTWARE and the granting of storage space outside the test period. The remuneration depends on the option chosen by the customer for the duration of the contract.
12.3. Depending on the option selected, the agreed fee is invoiced monthly or annually for the term of the contract and is due for payment in advance upon invoicing.
12.4. Offsetting against counterclaims or the assertion of a right of retention by the customer is only permissible insofar as the customer's claims are not disputed or have been legally established.
12.5. The Company is entitled to increase the agreed remuneration appropriately if and insofar as the costs relevant for the price calculation increase after the conclusion of the contract. This includes
12.5.1. statutory non-wage labour costs
12.5.2. Costs due to new legal, official or technical requirements
12.5.3. Costs due to new security regulations or new data protection requirements

12.5.4. Taxes and duties
12.5.5. Changes in exchange rates for foreign currency agreements
12.5.6. increase in fees charged by third parties whose products or services are included in the Company's services (such as hosting and provider costs, database content acquisition costs)
An increase in the agreed remuneration may only be made after 12 months have elapsed since the conclusion of the contract or the last price increase and must be notified to the customer in writing or in text form at least one month before it takes effect. The customer has the right to terminate the contractual relationship within a period of one month after receipt of the notification of the price increase with effect from the time the announced price increase takes effect. The notice of termination may be given in writing or in text form.

13. warranty, liability

13.1. The company guarantees the functional and operational readiness of the SaaS services in accordance with the provisions of this agreement.
13.2. In the event that services of the Company are used by unauthorised third parties using the Customer's access data, the Customer shall be liable for any resulting charges within the scope of civil law liability until receipt of the Customer's order to change the access data or the notification of loss or theft, provided that the Customer is at fault for the access of the unauthorised third party.
13.3. The company is entitled to block the storage space immediately if there is a well-founded suspicion that the stored data is illegal and/or violates the rights of third parties. A well-founded suspicion of illegality and/or violation of rights exists in particular if courts, authorities and/or other third parties notify the Company of such suspicion. The company must inform the customer of the blocking and the reason for it immediately. The block is to be lifted as soon as the suspicion is invalidated.
13.4. The customer is obliged to indemnify the company from all claims of third parties based on the data stored by him and to reimburse the company for the necessary costs incurred by the company due to possible infringements of rights.
13.5. The media data that may be provided by companies within the scope of the SaaS service is based on the information provided by the respective source. The company maintains this data in the database to the best of its knowledge and belief.
13.6. Claims for damages against the Company are excluded, irrespective of the legal grounds, in accordance with the following provisions, unless the Company, its legal representatives or vicarious agents have acted with intent or gross negligence. The Company shall only be liable for slight negligence if one of the obligations essential to the contract has been violated by the Company, its legal representatives or executives or vicarious agents. The Company shall only be liable for foreseeable damages, the occurrence of which must typically be expected. Essential contractual obligations are those obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on whose fulfilment the customer may rely.
13.7. The company is not liable for the loss of data insofar as the damage is due to the fact that the customer has failed to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.
13.8. Notwithstanding the above provisions, the Company shall be liable without limitation for damages caused intentionally or negligently by the Company, its legal representatives or vicarious agents arising from injury to life, body or health.
13.9. Any claims arising from the Product Liability Act or other legally binding liability standards remain unaffected by the above provisions.

14. Term and termination

14.1.  The Company shall provide the Client with a free trial access to use the SaaS service for a period of 14 days. The test period begins when access to the SaaS service is granted by sending the access data by e-mail. Each client is entitled to only one test period. Upon request, the company may extend the test period at its own discretion. After the end of the test period, the customer's access will be blocked. The customer can then conclude a contract with costs for the use of the SaaS service.

14.2. The contract with costs begins with the granting of access to the SaaS service by sending the access data or notification of the activation of the already existing access by e-mail. The term of the contract subject to a charge is determined by the option chosen by the client. The company currently offers the customer the following options:

• Monthly subscription: The contract is automatically renewed for a further month at a time, unless one of the contracting parties terminates the contract within the specified period;
• Annual subscription: The contract is automatically renewed for a further year at a time, unless one of the contracting parties terminates the contract in due time.

The contract can be terminated in writing or in text form with a notice period of one day before the end of the respective contract period. The timely receipt of the notice of termination by the other party to the contract is decisive.
14.3. The right of each party to the contract to terminate the contract without notice for good cause remains unaffected. In particular, the company is entitled to terminate the contract without notice if the client fails to make due payments despite reminders and setting of a grace period or if the client violates the contractual provisions regarding the use of the SaaS services. In any case, termination without notice requires that the other party receives a written reminder and is requested to eliminate the alleged reason for termination without notice within a reasonable period of time.
14.4. Upon termination of the contract, the access to the SaaS services granted to the client is blocked.

15. Data protection, secrecy

15.1. The customer himself is responsible for the declarations of consent required in accordance with the provisions of data protection by his customers, contractual partners and employees as well as for compliance with data protection.
15.2 Insofar as the Company processes personal data on behalf of the Customer, this shall be done on the basis of an agreement on order processing. In the absence of such an agreement, the company is entitled to refuse to provide the services concerned.
15.3. The Company undertakes to maintain strictest secrecy about all confidential processes, in particular business or trade secrets of the Customer, which it has become aware of in the course of the preparation, execution and fulfilment of this contract and not to pass them on or exploit them in any other way.

16. Applicable law, place of jurisdiction

16.1. This contract shall be governed by German law to the exclusion of the UN Sales Convention. The statutory provisions restricting the choice of law and the applicability of mandatory provisions, in particular of the state in which the customer has his habitual residence, shall remain unaffected.
16.2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from or in connection with the present contractual relationship shall be the registered office of the company. For non-merchants, this applies only in the absence of a domestic place of jurisdiction.

17. Miscellaneous

17.1. Oral collateral agreements have not been made. Amendments, supplements and additions to this contract are only valid if they are agreed in writing between the contracting parties. This also applies to the amendment of this contractual provision.
17.2. Should a provision of this contract be or become invalid, this shall not affect the validity of the rest of the contract. The invalid provision shall be deemed to be replaced by a valid provision which comes closest to the economic purpose of the invalid provision. The same shall apply in the event of a contractual loophole.