Terms Userdex

Scope

1. These terms and conditions (the “Terms and Conditions”) apply to the provision and use of the Userdex as software-as-a-service (SaaS) (as described further in Sec. [3], the “Software”) by Userdex, Dietrich-Bonhoeffer-Str. 31, 10407 Berlin (the “Provider”) on the website https://www.userdex.ai/ (the “Website”). The services offered by the Provider are directed exclusively to businesses within the meaning of Sec. 14 of the German Civil Code (the “Customer”, the Customer, and the Provider each a “Party” and together the “Parties”).
2. Deviating or conflicting Terms and Conditions of the Customer deviating or conflicting with these Terms and Conditions are not accepted by the Provider, unless the Provider has expressly agreed to them. Individual agreements between the Parties do always prevail.
3. Prior to the conclusion of a contract, the Provider may demand that the Customer sufficiently proves its business status, e.g. by providing its VAT ID number or other suitable proof. The data required for the proof shall be provided by the Customer completely and truthfully.
4. For good cause, in particular, in the event of changes in statutory law, supreme court rulings, the Software, or market conditions, the Provider may notify the Customer of an amendment to these Terms and Conditions, indicating the main changes. The amended Terms and Conditions are deemed agreed by the Customer if the Customer has not objected to the amendment within one month after receipt of the notification and the Provider has specifically pointed out this consequence to the Customer in the notification. Changes to the scope of services agreed upon with the Customer require the Customer’s express consent, irrespective of the above provisions.

Conclusion of Contract

The offers that the Provider presents in the App to use the service designated and described here do not constitute a legally binding offer, but an invitation to place an order (invitatio ad offerendum). By clicking on “Sign-in” in the Registration Process, the Customer submits a binding offer to purchase or book the service displayed in the booking overview based on the pricing model shown in the App. A contractual relationship (the “Contract”) between the Customer and the Provider is established as soon as the Provider provides the service to the Customer or accepts the Customer’s offer in a separate email. In case of contradictions between the Contract and the Terms and Conditions, the provisions of the Contract shall prevail.

Scope of Services

1. The Provider grants the Customer the use of the latest version of the Software for the agreed number of Users (as defined below) via an Internet connection as well as storage space on its servers as described in more detail below. The Provider warrants the functionality and availability of the Software for the term of the Contract and shall maintain it in a condition suitable for use in accordance with the Contract. During the pilot phase, the Provider does not guarantee a fully functional software to the Customer, despite aiming to provide so.
2. The Customer may use the Software only within the scope of its own business activities by its own personnel (collectively, the “Users”). Users relate to people who use or access the Services, in their company’s capacity or in an individual capacity, including authorized Users representing the company, its employees, or other persons using or accessing the Services. If you are an authorized user representing your company, you hereby represent and warrant that you have the capacity to enter into these Terms on behalf of your company, or an authorized representative of the entity has agreed to bind the entity to these Terms. The Provider shall transmit access data for the corresponding number of Users to the Customer in electronic form.
3. Unless expressly agreed otherwise in writing, the Provider does not owe any further services. In particular, the Provider is not obligated to provide installation, setup, consulting, customization, or training services, or to create and provide individual programming or additional programs.
4. The Provider may update and further develop the Software at any time and, in particular, adapt it due to a changed legal situation, technical developments or to improve IT security. In doing so, the Provider shall give due consideration to the Customer’s legitimate interests and inform the Customer in due time of any necessary updates. In the event of a significant impairment of the Customer’s legitimate interests, the Customer shall be entitled to terminate the Contract for a cause.
5. The Provider shall regularly perform maintenance on the Software and inform the Customer thereof in due time. Maintenance shall be principally performed outside the Customer’s usual business hours, unless, due to compelling reasons, maintenance must be performed at a different time.
6. The Provider shall take state-of-the-art measures to protect the Customer’s data. However, the Provider shall not be subject to any custodial or safekeeping obligations with regard to the Customer’s data. The Customer is responsible for sufficient backup of the data.
7. The Customer remains the owner of the data stored on the Provider's servers and can demand their return at any time.

Scope of Use, Usage Rights

1. A physical provision of the Software to the Customer does not occur.
2. The Customer shall receive a simple, i.e. non-sublicensable and non-transferable right to use the most current version of the Software by means of access via an internet connection (e.g. web browser) in accordance with the contractual provisions and for the number of authorized users.

Service Levels

1. The Provider does not guarantee an overall Availability (as defined below) of the Software during the pilot phase. The point of delivery is the router exit of the Provider's data center.
2. “Availability” shall be the Customer’s ability to use all main functions of the Software. Maintenance times as well as times of insignificant malfunctions shall be considered times of Availability. Times of other malfunctions shall be considered times of Availability if and to the extent that the Provider observes the Resolution Times (as defined below). For the proof of Availability, the Provider's measuring points in the data center shall be decisive.
3. The Customer shall report malfunctions to the Provider without undue delay via email, or support chat.
4. Serious malfunctions (the use of the Software as a whole or a main function of the Software is not possible) will be remedied by the Provider as soon as possible (each indicated time frame a “Resolution Time” and, collectively, the “Resolution Times”).

Obligations of the Customer

1. The Customer is obliged to not use the Software in a way which violates applicable law, official orders, third-party rights or agreements with third parties.
2. The Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by the Provider; use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
3. The Customer shall check any data for viruses or other harmful components before storing or using it in the Software and shall use state of the art measures for this purpose.
4. The Customer is responsible for frequently making appropriate data backups.

Third Party Rights

1. If the contractual use of the Software is impaired by rights of third parties, the Provider shall have the right, to an extent reasonable for the Customer, to either modify the Software in such a way that it falls outside the scope of protection of the relevant third party rights but nevertheless complies with the provisions in these Terms and Conditions and the Contract, or to obtain the right that the Software may be used in accordance with these Terms and Conditions and the Contract without restriction and without additional costs for the Customer.
2. The parties shall notify each other in writing without delay if third parties assert claims against them for infringement of intellectual property rights.

Liability

1. With regard to the granting of the use of the Software as well as the provision of storage space, the provisions of Sec. 535 et. seqq. German Civil Code (Bürgerliches Gesetzbuch, BGB) shall apply. The Customer shall notify the Provider of any defects without delay. Any warranty rights for insignificant reductions in the suitability of the Software are excluded. The strict liability is pursuant to Sec. 536a (1) German Civil Code (Bürgerliches Gesetzbuch, BGB) for defects that already existed at the time of the conclusion of the Contract is excluded.
2. The Parties shall be liable without limitation in the event of intent, gross negligence, and culpable injury to life, body, or health.
3. Notwithstanding Sec. 8., the Parties shall be liable to each other in the event of minor negligent breaches only with respect to Material Contractual Obligations (as defined below), but in any case, limited to the damage typically foreseeable at the time of conclusion of the Contract. “Material Contractual Obligations” are obligations (i) the fulfillment of which is a prerequisite for the proper performance of the Contract or the breach of which jeopardizes the purpose of the Contract, and (ii) the compliance of which the other Party may regularly rely on.
4. The above limitations of liability shall not apply to liability under the German Product Liability Act (Produkthaftungsgesetz) or to guarantees given in writing by one of the Parties.
5. Sec. 8 shall also apply in favor of employees, representatives, and bodies of the Parties.

Remuneration

1. The prices stated at the time of the order, as presented in the App, shall apply. The amount of the monthly fee for the use of the Software may depend on several factors and will be indicated accordingly during the ordering process.
2. Invoices will be issued monthly. Invoices are due for payment within 14 working days.
3. Invoices not paid within such period shall accrue interest at the applicable statutory rate.
4. All fees are stated in and are payable in Euros plus applicable VAT.

Term, Termination

1. The term and the termination rights of the Contract shall be set forth in the Contract.
2. If the Contract does not contain any information on the term or termination rights, the Contract shall enter into force on the Effective Date and shall be concluded for an indefinite period. The Contract can be terminated by either Party with a notice period of 3 months to the end of the month. The right to terminate without notice for good cause remains unaffected. Any termination must be in writing provided that a scanned pdf (e.g. attached to an email) suffices.
3. The Provider shall unrecoverably delete all Customer data remaining on its servers 30 days after the termination of the Contract. There is no right of retention or lien on the data in favor of the Provider.

Data Protection

1. The Parties shall comply with the applicable data protection laws applicable to them in each case.
2. If and to the extent one of the Parties or both Parties has/have access to personal data in connection with the provision of Software, the Parties shall conclude a corresponding data processing agreement or joint controller agreement (as applicable) prior to the start of the processing and attach it to the Contract as an annex.

Confidentiality

Each Party undertakes to maintain confidentiality about all Confidential Information (including business secrets) that it obtains in connection with the Contract and its performance and not to disclose, pass on or otherwise use such information to/with third parties. “Confidential Information” is information that is marked as confidential or the confidentiality of which is evident from the circumstances, irrespective of whether it has been communicated in written, electronic, embodied, or oral form. The confidentiality obligation does not apply if the relevant Party is obliged to disclose the confidential information by law or by virtue of a final or legally binding decision of an authority or court.

General

1. Should individual provisions of these Terms and Conditions or the Contract be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The Parties shall replace such provisions with effective and feasible provisions which correspond as closely as possible to the meaning and economic purpose as well as the intention of the Parties at the time of conclusion of the Contract. The same shall apply in the event of unintended gaps. It is the express intention of the Parties to thereby maintain the validity of the remaining provisions under all circumstances and to exclude Sec. 139 of the German Civil Code (Bürgerliches Gesetzbuch) as a whole.
2. German law shall apply. Any conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 shall not apply.
3. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Berlin, Germany.