The Software and the Services offered by the Company via the Website address both consumers (Verbraucher) pursuant to sec. 13 Bürgerliches Gesetzbuch (referred hereafter as German Civil Code), and entrepreneurs (Unternehmer) pursuant to Section 14 German Civil Code. In any case the contracting partner is hereafter referred to as the Customer, together with the Company as the Parties.
The relevant statutory provisions govern the distinction between consumers (Verbraucher) and entrepreneur (Unternehmer).
The Company reserves the right to modify the ToU at its sole discretion at any time. Any modification will be effective immediately upon posting by the Company. For any material changes to the ToU, the Company will take reasonable steps to notify the Customer of such changes. The Customer’s continued use of the Software and/or the Services provided by the Company constitutes binding acceptance of these modified provisions.
Deviating contractual conditions of the Customer shall not become part of the contract, even if the Company does not expressly object to them.
Scope of Software and Services
The Company offers a free plan (hereafter referred to as a Free Plan) and paid plans (hereafter referred to as Paid Plans) for the subscription to the provision of the Software and with the respective corresponding content described on the current service overview on (https://www.ivicos.eu/service-overview) (hereafter referred to as the Service Overview).The Software as well as the features and functions comprised in the Software can be used via a web browser and via apps for mobile and/or desktop terminals (e.g. iOS, Android) („Apps“) according to the Service Overview. In addition, the Company may provide servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the Software as well as instant messaging via the Website („Services“).
The Company reserves the right to withdraw certain features from the Software and from the Services within the Free Plan at its own discretion at any time without prior notice. For the purposes of this provision, the lack of advertisements during the use of the Software is to be regarded as such a feature.
Conclusion of Contract; Term and Termination
To use the Software and the Services offered by the Company, the Customer is required to register for a company account (hereafter referred to as User-Account) on the Company’s Website by providing company-information and other registration details which must be truthful, in particular, a valid e-mail address of the future ivCAMPUS administrator and a secure password. Completion of the registration process signifies a proposal on part of the Customer to conclude an agreement regarding the use of the Software and the Services. The Company will accept this proposal by setting up a User-Account. This acceptance will mean that a contract between the Parties has been concluded (“Contract”).
In case that the Customer has subscribed to the provision of the Software within the Free Plan, the Parties agree that the permission to use the Software and the Services according to these ToU is free of charge.
In case that the Customer has subscribed to the provision of the Software within a Paid Plan, the Parties agree that the pricing of the permission to use the Software and the Services according to these ToU is based on the information in the Service Overview (https://www.ivicos.eu/service-overview).
The Customer may upgrade from a Free Plan to a Paid Plan. In this case, from the time of the Customer’s notice of upgrading the respective Plan, the details concerning the scope of Services, remuneration, etc. of the new Plan stated on the Service Overview (https://www.ivicos.eu/service-overview) shall apply.
The Customer may downgrade from a Paid Plan to a Free Plan. In this case, from the beginning of the following month after the Customer’s notice of downgrading the respective Plan, the details concerning the scope of Services, remuneration, etc. of the new Plan stated on the Service Overview (https://www.ivicos.eu/service-overview) shall apply. To the extent permitted by applicable law (i.e. if the Customer is not a consumer (Verbraucher), Section 312i para. 1 no.1, 2 and 3 as well as Section 312i para. 1 sentence 2 BGB, which provide for certain obligations in the part of the Company in electronic commerce, shall herewith be excluded.
The Free Plan can be cancelled at any time by the Customer without an indication of reasons. The Free Plan can further be cancelled by the Company in its sole discretion and at any time. In this case, the Company will make a reasonable effort to notify the Customer beforehand; unless it was determined there was a compelling reason for cancellation.
Upon expiry of the term of the Contract, the Customer shall refrain from any further use of the Software and the Services. Following termination of the Contract, the Customer shall no longer be able to access the data stored by him in the Software. The Customer shall be responsible for exporting the data prior to the end of the term of the Contract using the Software’s functions and to store them for further use. The Company shall not be obligated to any further release of data, unless the Customer has a right to receive such data under applicable law. Upon termination of the Contract, the Company shall delete the Customer data unless the Company is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Contract or in the context of performance of the Contract is possible only with unreasonable effort, the Company shall be entitled to lock such data.
If a compelling reason exists, the Company is entitled – but not obliged-, before cancellation of the Contract, to warn the Customer thereof, remove the uploaded contents of the Customer and block the Customer’s access to the Software and the Services. A compelling reason exists when the continuation of the Contract cannot reasonably be expected from the Company. All the circumstances of the individual case under consideration of both Parties’ interests shall be taken into account. In particular, a compelling reason exists when (i) the Customer does not comply with legal regulations, (ii) the Customer violates provisions of this ToU or (iii) the Customer harms other users, the Company, the Website and/or the Software and the Services itself.
Copyright, Updates of the Software, Third Party Rights
The Software is protected by copyright.
The Customer shall be entitled to the non-transferrable, non-exclusive, temporally restricted right to use the Software for the contractual purpose. The Customer does not attain any rights beyond this, in particular he/she is prohibited from copying, decompiling, reverse engineering or editing the Service. The Customer has no claim to the transfer of the source program. For the avoidance of doubt, the Software is licensed, not sold.
Some features and functions of the Software or Services provided by the Company may include or depend on certain third party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited.
At the Company´s discretion, the Software or the Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties (“Third-party Software”) that can communicate with the Software or respectively the servers of the Company. The Company may change switch off APIs at any time without any obligation or liability to the Customer. The respective provider shall be responsible for the Third-party Software. The provisions of this Contract shall not apply to any such Third-party Software and the Company shall have no liability for any Third-party Software.
The Company shall be entitled, but not obliged, to regularly carry out updates to features, new versions or upgrades of the Software
Use of the Software and Services by the Customer
The Customer shall use (meaning accessing and performing) the Software and the Services in accordance with all applicable laws. In particular, the following means of conduct shall be prohibited: (i) the posting of content that defames, harasses or threatens others; (ii) the posting of content that discusses illegal activities with the intent to perform such activities, or encourages others to commit such activities; (iii) the posting of content that infringes or misappropriates another’s intellectual property rights, including, but not limited to, copyrights, trademarks or trade secrets; (iv) the posting of content that contains obscene (i.e. pornographic) language or images; (v) the bothering of other users with mass content.
The Customer is only entitled to use the Software and the Services to process his/her/their own data in his/her/their own company for his/her/their own purposes in the scope of use up to the number of licensed devices.
Copyright notices may not be deleted, altered or suppressed.
If you notice that other users are infringing on one or more rules of conduct, you can notify the Company by contacting contact(a|t)ivicos.eu
The Customer consents to the Company processing the Customer’s content for the purposes of these ToU, in particular, to storing such content and making it accessible via the Browser or application.
Any use of the Software and the Services in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. The Company reserves the right to deactivate the Free Plan, the Software and/or the Services if the Customer is in breach of these restrictions. In addition, the Company may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, the Company may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use.
The Company reserves the right to notify the Customer via email about technicalities as deemed necessary (functional email-notification).
The Company may allow the Customer to subscribe to a newsletter service, which may be provided by the Company or through an authorized third party. Through the newsletter service, the Customer may receive information according to previously put forward preferences. As a subscriber of the newsletter, the Customer will receive a conspicuous communication indicating subscription thereof and will be able to select the amount and type of emails received. If the Customer wishes to unsubscribe, he/she/they will find an ‘unsubscribe’ and similar links on the newsletter (commercial email-notification).
Warranties, Limitation of Liability
The Customer agrees to have checked that the specification of the Software and the Services corresponds to his/her/their wishes and needs. He/she/they is/are aware of the essential functional features and conditions of the Software according to the product description of the Software.
According to the current state of the art, it is not possible to create software programs that work faultlessly in all use cases. Product descriptions, representations, test programs, etc. are therefore general descriptions of performance, but no guarantees. The Company does not owe any availability of the Software and/or the Services.
The Company is not responsible for malfunctions that incur beyond the router exit of the Company’s data center through whose server the Software is operated, nor for the establishment and maintenance of a data link between the Customer’s IT systems and the router exit of the Company’s data center.
In case of doubt, guarantees regarding the quality or features provided by the Company shall only be interpreted as such if they have been made in writing (including a signature) and are labeled “guarantee”.
In case the Parties have concluded a Contract within the Free Plan, the Company shall only be liable for damages according to the provisions on lending (sec. 598 et seq. BGB), i.e., in particular, the Company´s liability for defects shall be limited to fraudulently concealment of defects in accordance with sec. 600 BGB and the liability of the Company shall be limited to intent and gross negligence in accordance with sec. 599 BGB. The shortened limitation period of six months in accordance with sec. 606 BGB shall apply.
In any case the no-fault based liability according to sec. 536a Paragraph 1 BGB for defects in the Software existing during the time of contracting shall herewith be excluded unless the defect pertains to a requisite feature of the Software.
Any contributory negligence by the Customer shall be taken into account.
The Customer is obligated to immediately notify any damage pursuant to the above liability provisions to the Company in text form, lest the Company is informed as early as possible and can possibly still mitigate the damage together with the Customer. The Company may, at its sole discretion, attempt the recovery of the Customer’s data. The Company may especially decline the request of data recovery, if the Customer has failed to take all necessary and reasonable backup precautions.
With regards to possible claims and counterclaims of the Company against the Customer statutory law shall apply.
The products offered by the Company, including the Software, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed the Company’s Confidential Information. The Customer will not disclose The Company’s Confidential Information to any third party and will use the Company’s Confidential Information only in accordance with this Contract.
The Company shall not store any audio, video or text data or information from video chats performed on the Software.
In order to protect the privacy of video chats even within the Customer’s sphere of the Software, the Company offers an optional end-to-end encryption feature for conversations held in chat rooms and video chat rooms (“Rooms”). The Customer is free to use screen recording tools - for which the company might offer API’s in the future - at his own discretion and save these files locally or at a third party providers data center. In this case, the Company denies all legal responsibility for any type of misuse of the data or information recorded from conversations supported by the Software. The feature can be manually activated at the discretion of the Customer’s users. Confidential data or information exchanged through the persistent chat feature or deposited in the filing system of the rooms provided by the Software are stored on the Company’s servers and will be deleted in line with statutory requirements, latest when the Contract between the Company and the Customer is dissolved.
In case the Customer feeds personal data (personenbezogene Daten) of his/her/their customers into the Software, the Company constitutes as a data processor within the meaning of Article 28 GDPR. The respective data processing agreement pursuant to Article 28 GDPR shall be deemed concluded within the registration process outlined in Section 3 of the ToU. A completion of the registration process outlined in Section 3 of the ToU shall not be possible without the conclusion of a data processing agreement.
The Company strictly complies with applicable data protection law. The Company collects, processes and uses data of the Customer for the implementation and processing of the contractual relation with the Customer, in particular for successfully establishing connections via the Internet. Data of the Customer is not shared with third party advertisers without prior written consent. Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. For more information please refer to the privacy information on the Company’s website (https://www.ivicos.eu/privacy-and-data).
In case the Customer legally qualifies as entrepreneur (Unternehmer) pursuant to sec. 14 German Civil Code and individual provisions of the ToU or other contractual documents are or become invalid or un-enforceable, the remaining provisions shall not be affected thereby, instead, a valid and enforceable provision with similar intent is to be deemed agreed upon in order to reach the economic effect of the provision replaced.
These ToU and any non-contractual obligations arising out of or in connection with these shall be exclusively governed by German law to the exclusion of the German conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods. Statutory provisions on the restriction of the choice of law shall remain unaffected.
To the extent permitted by law, all disputes arising out of or in connection with these ToU or their validity shall finally and exclusively be settled by the courts of the city of Frankfurt am Main, Germany.
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