Terms of use

§ 1 Scope of application

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

2.The Provider is entitled to make changes to the service description or the terms of use and other conditions. The Provider shall only make such changes for good cause, in particular due to new technical developments, changes in case law or other equivalent reasons. If the contractual balance between the parties is significantly disturbed by the change, the change shall not be made.

3. As part of the SaaS solution, storage space is provided on central servers on which the data generated and processed with the SaaS solution can be stored for the duration of the contractual relationship.

4. The SaaS solution is usually also available outside the operating hours (365 days, 24 hours), but there is no entitlement to this. If, for urgent technical reasons that cannot be postponed, maintenance work becomes necessary during operating hours, with the consequence that the SaaS solution is not available during this time, we will inform you as far as possible in good time by e-mail to the address you have given us.

§ 2 Services

1. The provider enables the user to use the LocalUp tool via the internet as “Software as a Service/ SaaS” (hereinafter referred to as the “tool or software”). For this purpose, the Provider makes the Tool available for access on its own servers or on servers of a data centre in Germany. The software is made available for use via these servers and the data generated, collected, used and stored during the use of the software is stored to the agreed extent and made available for retrieval as intended via remote data access. Access to the tool and the stored data is possible at any time outside the maintenance window unless the Provider has to carry out urgent support measures or other urgent measures to maintain usability.

2. The Provider does not provide the software in object or source code.

3. The Provider grants the User a simple, non-transferable right to use the tool “LocalUp” according to clause 1 for the duration of the contract.

4. The Provider is not obliged to provide the User with a documentation of the tool/user manual. The Provider provides notes on the basic functionalities in the tool itself and enables the User to access corresponding information which LocalUp makes available online as required.

5. The tool is made available to the user for use from the router exit of the data centre operated by the provider or their service provider. The establishment and maintenance of the data connection between the user’s terminal device and the transfer point operated by the provider is the responsibility of the user.

§ 3 Changes to the tool, errors, maintenance windows, extensions of the tool

1. The Provider is entitled to change the design of the Tool. It is also entitled to adapt the structure and functionalities of the Tool. The Provider will notify the User of significant changes.

2. If the Provider is obligated to eliminate errors/defects of the Tool or to bring about/maintain the contractual condition of the Tool, the Provider reserves the right to choose the type of defect elimination.

3. The Provider is entitled to deny access to the Tool and the stored data once a week for a maximum of two hours (maintenance window) in order to be able to carry out changes to the Tool or other maintenance work. The Provider will endeavour to keep the restrictions for the User as low as possible, including carrying out the work at night.

§ 4 Content posted by the user, notification of legal infringements

1. The user can independently post texts and images in the tool, including on the Facebook or Google My Business page.

2. The user must ensure that the content posted by him or by third parties with his consent complies with applicable law, in particular that no third-party rights are infringed.

3. If the Provider is notified by third parties that illegal content (text, image, video, etc.) has been posted, the Provider is entitled to temporarily block this content in whole or in part. The Provider will inform the User of the third party’s accusation, give the User the opportunity to comment and forward this to the third party. If no clear clarification of the dispute is possible via this channel, the content concerned will remain blocked. The user is not entitled to post the same or similar content again.

§ 5 Termination

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

2. If a minimum subscription period/minimum utilisation period has been agreed, the term of the contract shall be automatically extended after expiry of the minimum subscription period/minimum utilisation period by the respective period stated in the order offer, at the longest by one year.

3. In the event of termination of a contract with an agreed period of notice or minimum period of use, the customer shall continue to be entitled to the contractually agreed services until the end of the remaining contractual term.

4. Any termination must be made in text form (letter, fax, e-mail). In addition, for most products, cancellations/cancellations can be made in the customer account (online). A refusal to accept or non-use of deliveries and services shall not be deemed to be a termination. Without timely notice of termination, the contract period is automatically extended.

§ 6 Rights to data processing, data backup

1. The Provider complies with the applicable data protection regulations.

2. The User grants the Provider the right, for the purposes of the execution of the contract, to reproduce the data to be stored by the Provider for the Customer, insofar as this is necessary for the provision of the services owed under this contract. The Provider is also entitled to keep the data in a failover system or separate failover computer centre, if necessary. The Provider is entitled to make changes to the structure of the data or the data format in order to eliminate faults.

3. If and to the extent that the Customer processes or has processed personal data on systems provided by the Provider for remuneration, the Parties shall conclude a written order data agreement which shall be deemed an integral part of the contractual relationship. In this case, the Customer shall be exclusively responsible for compliance with the provisions of the BDSG with regard to personal data.

§ 7 Confidentiality

1. The parties shall maintain secrecy with regard to all information to be treated as confidential which has come to their knowledge within the scope of this contractual relationship and shall only use such information vis-à-vis third parties – irrespective of the purpose – with the prior written consent of the respective other party. Information to be treated as confidential includes information expressly designated as confidential by the party providing the information and such information whose confidentiality results from the circumstances of the transfer.

2. The obligations under § 7.1 shall not apply to such information or parts thereof for which the receiving party proves that it

  • was known to it or generally accessible to it before the date of receipt or becomes known to it after the date of receipt by a third party lawfully and without an obligation of confidentiality;
  • were known or generally available to the public before the date of receipt;
  • became known or generally available to the public after the date of receipt without any responsibility on the part of the party receiving the information.

3. Public declarations of cooperation between the parties shall only be made by prior mutual agreement. The user is not entitled to act as a representative 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 pursuant to § 7.1 shall continue to exist beyond the end of the contract for an indefinite period of time and for as long as an exceptional circumstance pursuant to § 7.1 is not proven.

§ 8 Applicable Law, Place of Jurisdiction, Miscellaneous

1. The law of the Federal Republic of Germany shall apply 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 shall be Aschaffenburg.

3. Should individual provisions of this contract be invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby. The contracting parties undertake to replace such invalid or unenforceable provision with a valid or enforceable provision that comes as close as possible to the invalid or unenforceable provision in economic terms.

 

Status: 28.10.2021 (Version 1.2) LocalUp GmbH

LocalUp GmbH, Bamberger Str. 9, 63743 Aschaffenburg Registration court: Aschaffenburg Commercial registry number: HRB 14557 Managing Director: Andreas Kraus

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