Terms of Use

§ 1 Scope

  1. These Terms of Use apply to the use of software functionalities based on Software as a Service (SaaS) by LocalUp GmbH, Bamberger Str. 9, 63743 Aschaffenburg, Germany (hereinafter “Provider”) by the user (hereinafter “User”), User and Provider together hereinafter “Parties” and individually “Party”.

  2. The Provider is entitled to change the Terms of Reference or the Terms of Use and other terms and conditions. The Provider will make these changes only for valid reasons, in particular due to new technical developments, changes in case law or other equivalent reasons. If such change seriously disturbs the contractual balance between the Parties, the change will be omitted.

  3. As part of the SaaS solution, storage will be made available on centralized servers where data generated and processed by the SaaS solution may be stored for the duration of the contract.

  4. Usually the SaaS solution is also available outside regular operating hours (365 days, 24 hours), however, this does not define a right. If, for urgent technical reasons that do not allow for any delay, maintenance work is required during operating hours as an exception, with the result that the SaaS solution is not available during this time, we will, if possible, inform you in good time by e-mail to the address you have specified.

§ 2 Services

  1. The Provider enables the User to use the LocalUp Tool over the Internet as “Software as a Service / SaaS” (hereinafter referred to as the “Tool” or “Software”). For this purpose, the Provider makes available the Tool for access on her own servers or on servers of a data processing center in Germany. Via this server, the Software is kept available for use and the data generated, collected, used and maintained by using the Software is stored in the agreed scope and kept ready for the intended access via remote data access. Access to the Tool and the stored data is possible at any time outside the maintenance window, unless the Provider must perform urgent support measures or other urgent measures to maintain usability.

  2. The Software is not transferred in its object or source code.

  3. The Provider grants the User a simple, non-transferable right to use the Tool “LocalUp” in accordance with paragraph 1 for the duration of the contract.

  4. The provider is not required to provide the User with documentation of the Tool / a user manual. The Provider provides information on the basic functionalities in the Tool itself and enables the user to access corresponding information, which the company LocalUp makes accessible online as needed.

  5. The Tool is made available for use to the User from the router output of the data processing center operated by the Provider or her service provider. The User is responsible for establishing and maintaining the data connection between the User’s end device and the Provider-operated transfer point.

§ 3 Changes to the Tool, errors, maintenance windows, extensions to the Tool

  1. The Provider is entitled to change the Tool design. Likewise, she is also entitled to adapt the structure and functionalities of the Tool. The Provider will inform the User about significant changes.

  2. If the Provider is obliged to eliminate errors / deficiencies of the Tool or to establish / maintain the contractual quality of the Tool, the Provider reserves the right to choose the type of defect removal.

  3. The Provider is entitled to deny access to the Tool and the stored data once a week for a maximum of 2 hours (maintenance window) in order to be able to perform changes to the Tool or other maintenance work. The Provider will endeavor to minimize the restrictions for the User, i.a. to carry out the work at night.

§ 4 Content posted by the User, reporting of violations

  1. The User may use the Tool, i.a. on the Facebook or Google My Business site, to independently post texts and pictures.

  2. The User must ensure that the content provided by them or by third parties with their consent complies with applicable law, in particular that no third-party rights are infringed.

  3. If it comes to the attention of the Provider through a third party that illegal content (text, image, video, etc.) has been posted, the Provider is entitled to block this partially or completely for the time being. The Provider will inform the User about the accusation by a third party, give them the opportunity to comment and forward it to the third party. If this procedure does not yield definite clarification of the dispute, the blocking of the content concerned remains in effect. The user is not entitled to repost the same or congeneric content.

§ 5 Termination

  1. In case of a contract for continuous delivery for an indefinite period (subscription / update service), the contract may be terminated at any time with immediate effect for the future, unless the contract specifies an individually agreed notice period. Any deliveries received after the termination of the contract shall be returned.

  2. If a minimum period of subscription / use has been agreed, the term of the contract will automatically be extended after expiry of the minimum period of subscription / use by the respective period specified in the order, but no longer than by one (1) year.

  3. In the event of termination of a contract with agreed notice period or minimum period of use, the customer continues to be entitled to the contractually agreed services until the end of the residual term of the contract.

  4. Any termination must be made in text form (letter, fax, e-mail). In addition, for most products, termination / cancellation may be effected in the customer account (online). Refusal of acceptance or non-use of deliveries and services shall not be deemed a termination. Without termination received in due time, the contract duration is automatically extended.

§ 6 Rights of data processing, data backup

  1. The Provider adheres to applicable data protection regulations.

  2. The User grants the Provider for the purpose of contract execution the right to reproduce the data to be stored by the Provider for the customer, as far as this is necessary for the performance of the services due under this contract. The Provider is also entitled to maintain the data in a backup system or separate backup data processing center if applicable. For the elimination of errors the Provider is entitled to make changes to the structure of the data or the data format.

  3. If and to the extent that the customer processes personal data or has personal data processed on systems provided by the Provider, the Parties enter into a written order data agreement, which constitutes an integral part of the contractual relationship. In such case, the customer is solely responsible for compliance with the provisions of the German Data Protection Act with regard to personal data.

§ 7 Confidentiality

  1. The Parties agree to maintain confidential all information to be treated with confidentiality which they have come to notice in the context of this contractual relationship and/or use it toward third parties – for whatever purpose – only with the other Party’s prior written consent. Information to be treated confidentially includes information expressly designated as confidential by the informing Party and such information the confidentiality of which results from the circumstances of the transfer.

  2. The obligations under Section 7.1 do not apply to such information or parts thereof for which the receiving Party proves that it ○ was known to her or generally available prior to the date of receipt or is made known by a third party lawfully and without any obligation of confidentiality after the date of receipt; ○ was known or generally available to the public before the date of receipt; ○ was made known or generally available to the public after the date of receipt without the information-receiving Party being responsible for it.

  3. Public statements by the Parties concerning their cooperation shall be made only upon prior mutual agreement. The User is not authorized to act as agent or trading partner of the Provider. The User is not entitled to use information about an intended or existing contractual cooperation for reference or marketing purposes without the prior consent of the Provider.

  4. The obligations set forth in Section 7.1 remain in effect beyond the termination of the contract for an indefinite period, namely for as long as an exception in accordance with Section 7.1 is not proven.

§ 8 Applicable law, jurisdiction, miscellaneous

  1. The law of the Federal Republic of Germany is applicable with the exception of the UN Convention on Contracts for the International Sale of Goods.

  2. The exclusive place of jurisdiction for disputes arising out of or in connection with this contract is Aschaffenburg.

  3. Should individual provisions of this contract be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected thereby. The contracting Parties undertake to replace this invalid or unenforceable provision with a valid or enforceable provision that best reflects the economic statement of the invalid or unenforceable provision.

Version: 10 August 2018 (Version 1.2) LocalUp GmbH