Terms and conditions for services of smartEvents GmbH as reseller/host of the online live event platform RingCentral events (RC-events-AGB)
Preamble
smartEvents GmbH is an official reseller of the online event platform RingCentral events for organizing virtual or hybrid events that can be accessed for use via the Internet (software as a service). As a certified reseller or host, the provider is not authorized to bind or represent the platform operator RingCentral events itself. The provider is only authorized to issue licenses for the use of the RingCentral events platform and to offer and provide accompanying services for the customer within the scope of his use of the platform.
1. subject matter of these GTC
1.1.
These General Terms and Conditions (hereinafter also referred to as “RC-events GTC” or just “GTC” or “Terms”) apply to all services, including the granting of licenses, of the company smartEvents GmbH, Dresden (hereinafter referred to as “Provider”) and the customer (hereinafter referred to as “Customer”), which are related to the use of the RingCentral events platform (hereinafter also just “Platform”) via the Provider by the Customer (hereinafter referred to as “RingCentral events Services”). All points regulated here therefore relate exclusively to the provider’s own service area and not the service area of the platform operator RingCentral events.
1.2.
For the use of the platform itself, however, the RingCentral events Terms & Conditions apply exclusively in their current version. These terms of use of the platform operator RingCentral events (RingCentral events, 20 Davis Dr, Belmont, CA 94002, United States) are an integral part of this agreement and can be accessed and saved in their original English version at any time here: https: /RingCentral events.com/terms . At the Customer’s request, the Provider shall provide the Customer with a version translated into German.
However, only the original English version is legally binding.
1.3
The customer would like to use the platform by means of online access as a SaaS service (Software as a Service) and make it available to participants at its events.
1.4
The subject of these GTC is therefore the provision of the software for the execution of the customer’s event resulting from the respective order/offer for the use of its functionalities and the granting of rights of use to the software by the provider to the customer for a limited period of time against payment of the agreed fee and the use of further services of the provider insofar as offered and commissioned.
1.5
These GTC apply exclusively; counter-confirmations or general terms and conditions of the customer are expressly rejected. This shall also apply if the customer submits or accepts an offer with reference to the overriding validity of its own GTC or if the provider performs the service without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from this contract.
1.6
The associated order and the provider’s respective offer to the customer are an integral part of this agreement.
1.7
A contractual relationship arises exclusively between the customer and the provider
A contractual relationship between the provider and third parties, such as participants in the customer’s events, does not arise and is not intended. The provider merely provides infrastructure and functionalities via the platform licenses to enable communication between the customer and its participants and to manage the customer’s participants. It is therefore the sole responsibility of the customer to fulfill the legal and actual requirements with regard to the specific use of infrastructure and functionalities. The customer must therefore ensure, for example, that the transfer of personal data of its customers to it and to the provider for the purpose of implementing this contract, as well as the contract between the customer and its customers, is lawful and permissible. The customer is also responsible for properly informing the participants in accordance with Art. 12 et seq. GDPR about the data processing.
1.8
These RC-events T&Cs also apply to all future business relationships between the provider and the customer for the provision of RingCentral events services, even if they are not expressly agreed again. The current version of the RingCentral events T&Cs at the time the contract is concluded shall apply.
1.9
The provider does not conclude contracts with consumers (§ 13 BGB). The contractual partners of the contracts and business relationships on which these GTC are based are exclusively traders (Section 14 BGB). By concluding a contract with the provider, the customer assures that he is acting as an entrepreneur within the meaning of § 14 BGB, i.e. in the exercise of his commercial or independent professional activity.
2. content of the contract
2.1
In addition to the licensing of the platform, these GTC also regulate – insofar as commissioned in detail – the individual programming to be carried out by the provider or the so-called customizing, i.e. the setup of the software for the customer in the look and feel desired by the customer with regard to the specific event, including parameterization and setup of the platform, the provision of support services and the provider’s consulting and project management.
2.2
The use of the platform itself is not regulated here, but exclusively via the RingCentral events Terms & Conditions, as regulated in Section 1.2.
2.3
All offers made by the supplier are subject to change and non-binding, unless a binding assurance is expressly given in writing. They merely represent an invitation to the customer to submit an offer. An order is only binding if the supplier confirms it or fulfills it by sending the goods or providing the service.
2.4
Insofar as employees of the provider give guarantees, these are only effective if they have been confirmed in writing by the provider’s management.
3. general obligations of the customer to cooperate
The customer shall support the provider in the fulfillment of the service obligations within the scope of what is reasonable. In particular, the customer shall provide all information that is necessary for the provision of the contractual service and that the provider requires from the customer. The customer shall cooperate at his own expense, unless otherwise agreed.
4. remuneration, digital invoicing
4.1.
The customer shall pay separately for each activity of the provider that goes beyond the agreed scope of services.
4.2.
If the parties have not reached an agreement on the remuneration for a service which the customer could only expect to be provided for a fee under the circumstances, the customer must pay the usual remuneration for this service. In case of doubt, the remuneration rates usually charged by the provider for this service in the current price list or usually charged shall be deemed customary.
4.3.
Unless expressly agreed otherwise, the Provider shall send invoices exclusively in digital form by e-mail. At the Customer’s request, the Provider shall send the invoice by post in paper form for an additional flat rate of EUR 3.00 net per invoice dispatch.
5 Payment, due date
5.1.
All prices quoted are net prices unless they are expressly marked as gross prices and are subject to statutory taxes.
5.2.
The parties agree to advance payment, unless otherwise agreed. The customer must pay the agreed total amount to the provider in advance.
5.3.
Unless otherwise agreed, all amounts are due for payment immediately upon receipt of the invoice and must be paid in full without deduction to the provider.
5.4.
If the customer is in default of payment, the provider is entitled to demand default interest and other default damages in the statutory amount in accordance with 288 BGB as minimum damages. The provider’s right to claim further damages or higher interest on other legal grounds remains unaffected by this.
5.5.
If the customer does not properly meet his payment obligations or if amounts paid are reversed or charged back, the provider is entitled, without prejudice to further claims, to block the customer’s access to the platform.
6. customizing, setup, parameterization, consulting and project management of the provider
6.1.
If and to the extent agreed in the respective individual order, the Provider shall set up the platform for the Customer, make the agreed settings, adapt the platform to the Customer’s specific event according to the Customer’s specifications in its look and feel (customizing), advise the Customer and take over the project management for a specific project for the Customer.
6.2.
The Provider may provide the services itself, i.e. through its own employees, and/or make use of third parties, such as freelancers or subcontractors, at its own discretion.
6.3.
Project process:
The implementation of the agreed service requires cooperation between the parties. If and insofar as nothing to the contrary has been agreed, the parties agree that the development and creation of the agreed service shall take place in close coordination in the interests of a structured project process.
6.4.
Project teams:
Depending on the size and scope of the project, the Provider shall determine with binding effect whether and to what extent project teams need to be formed. After appropriate examination and information by the provider, the parties shall each immediately appoint at least one project manager and one deputy (depending on the size of the project, a larger project team may also be required). The project manager and his deputy shall be the exclusive contact persons for the other contracting party for all questions relating to the project. The parties assure that the project managers and deputies to be appointed by them are fully authorized to make all decisions relating to the project. The parties are free to replace the project managers and their deputies appointed by them with other persons. The contractual partner must be informed of any changes immediately in text form.
When making changes, both parties shall ensure that there are no disruptions to the course of the project and that newly appointed persons have all the necessary information and expertise required for the smooth further course of the project.
6.5.
Customer’s duty to cooperate:
The customer shall have all reasonable duties to cooperate which are necessary for the fulfillment of the contractual service and which are within his sphere of influence. In particular, the customer is also obliged to provide the information required for the development, production and maintenance of the web solution.
6.6.
The customer shall provide the provider with content to be integrated into the platform. The customer shall be responsible for the procurement/production of the content and the existence of the necessary rights of use, unless expressly agreed otherwise. The provider is not obliged to check whether the content provided by the customer is suitable for the purposes pursued with the platform or the specific event. Only in the case of obvious errors is the provider obliged to point out defects in the content to the customer.
6.7.
The content to be provided by the customer includes, in particular, texts, images, logos, tables and other The provider shall agree with the customer whether and in what form the customer is to provide content. If the provision of content to the customer in digital form is agreed, the file format to be used in each case must also be agreed.
6.8.
Insofar as test runs, acceptance tests or similar become necessary or expedient, the customer shall assign competent employees who are authorized to make necessary or expedient decisions. Should such tests be necessary, the test cases may be defined by the parties in an annex to the individual order.
6.9.
If the Provider makes proposals, drafts, test versions or similar available to the Customer, the Customer shall carry out a quick and careful examination within reasonable limits. The Customer shall notify the Provider immediately of any complaints and requests for changes. The parties may, if necessary, regulate this in more detail in a binding schedule.
6.10.
If the provider’s performance cannot commence or can only commence with a delay or can only be completed with a delay due to insufficient fulfillment of the customer’s obligations to cooperate, the associated extension of the execution period shall be borne by the customer.
6.11.
The warranty period for the provider’s customizing services is one year after acceptance by the customer.
6.12.
The contractual services of the Provider (customizing, parameterization) shall generally be provided in sections, taking into account the Provider’s offer, and shall be accepted by the Customer After completion of the individual services, the Provider shall inform the Customer of this, who shall then check whether the service has essentially been provided in accordance with the contract. If the services have essentially been provided in accordance with the contract, the customer must accept the (partial) services.
6.13.
If the customer does not consider the (partial) services provided to be essentially in accordance with the contract, he must notify the provider of his complaints immediately in writing, stating the reasons.
6.14.
If the customer complains about services in due time, the provider shall comment on this. The parties shall then attempt to reach an agreement on how to proceed. The Provider shall make reasonable efforts to rectify any errors complained of in good time and to make the software available free of errors no later than one day before the event in accordance with the individual contract.
6.15
After completion of all services, the provider shall notify the customer of completion and the overall acceptance shall take place, which may not be refused by the customer due to defects that were already recognizable during the partial acceptance.
6.16.
Acceptance of the work shall be deemed to have taken place, even without a formal declaration of acceptance by the customer, at the latest when the customer has used the customized platform productively (e.g. for a specific event) without a notice of defects having been issued. Acceptance shall also be deemed to have taken place if the provider has requested acceptance from the customer twice in vain, setting a deadline, and the customer has not provided comprehensible written reasons as to why acceptance cannot yet take place by the end of the last deadline.
6.17.
All services of the Provider that are based on subsequent requests for changes and additions by the Customer shall be deemed additional expenses and shall be remunerated separately. This shall apply in particular if the Provider makes changes or additions at the request of the Customer that relate to services that were not previously agreed between the parties in a specification sheet or that have already been accepted. This also applies if acceptance has not yet taken place, although the requirements for acceptance have already been met.
6.18.
The Provider is not obliged to comply with the Customer’s requests for changes and additions that relate to services that have already been accepted. Such requests shall, however, be examined by the Provider on a case-by-case basis to determine whether they can be implemented in terms of time and actuality. This also applies if the acceptance requirements have been met but the customer has not yet accepted the service.
6.19.
The parties agree that all graphics, texts, design elements, banners, layouts, etc. designed, produced and delivered by the provider within the scope of the order are protected by copyright.
6.20.
Insofar and as long as there is no other agreement between the parties, the customer only acquires simple rights of use to the intellectual creations of the provider.
6.21.
The provider expressly reserves all rights to the works created (in accordance with the order).
6.22.
The right of use only applies to the use of the platform in the The customer is not entitled to use individual design elements of the provider for the platform in any other form.
7. use of the platform (SaaS) / availability
7.1.
The provider shall enable the customer to access the platform online and use the functionalities available there until the conclusion of the event to be carried out with it.
7.2.
The provider may restrict access to the services if the security of network operation, the maintenance of network integrity, in particular the avoidance of serious disruptions to the network, the platform or stored data require this and the interests of the customer worthy of protection do not clearly outweigh this.
7.3.
The Provider as Reseller / Host has no influence on the availability of the Platform. The Provider itself therefore only guarantees availability within its own sphere of influence, subject to the proviso that minor periods of non-availability for the purpose of rectifying defects etc. with regard to its own scope of services. The provider shall, however, carry out such defect rectification measures outside normal business hours as far as possible. In the event of inadequate availability of at least three events over a period of 2 weeks, the contractual partner shall be entitled to terminate the contract.
7.4.
During the duration of the customer’s specific event, no defect rectification measures shall be carried out in this sense, unless this would be absolutely necessary in exceptional cases in order to ensure the further course of the event.
7.5.
The Provider has no influence on the availability, stability and functionality of the Internet as a whole or the infrastructure of third parties (access providers, backbones, DNS servers, etc.) required to establish a connection to the Provider’s service and therefore cannot make any availability promises for such circumstances and is not liable for them.
8. force majeure, partial performance
8.1.
Details of performance dates are Binding performance dates must be expressly designated as binding.
8.2.
If the Provider is unable to provide the service through no fault of its own because a covering transaction has been concluded with a supplier to supply the Customer and the supplier then fails to fulfill its contractual obligations, the Provider shall be entitled to withdraw from the contract with the Customer. In this case, the supplier shall inform the customer immediately of the inability to perform. If the price has already been paid, it will be refunded immediately.
8.3.
As long as the Provider
(a) is waiting for cooperation or information from the customer or
(b) is hindered in its performance by strikes or lockouts in third-party companies or in the Provider’s company (in the latter case, however, only if the labor dispute is lawful), official intervention, natural disasters (earthquakes, storms, pandemics, epidemics, etc.), legal prohibitions or other circumstances for which the Provider is not responsible (“force majeure”). ), statutory prohibitions or other circumstances for which the Provider is not responsible (“force majeure”), performance deadlines shall be deemed extended by the duration of the hindrance and by a reasonable start-up time after the end of the hindrance (“downtime”) and there shall be no breach of duty for the duration of the downtime. The Provider shall inform the Customer of such hindrances and their expected duration without delay. If the force majeure lasts continuously for more than 3 months, both parties shall be released from their performance obligations.
8.4.
If in the case of 8.2. and 8.3. payments have already been made by the customer with regard to the delivery / service, these shall be refunded. However, for services or deliveries already provided at the time of the occurrence of force majeure, the part of the agreed remuneration attributable to these services or deliveries may be demanded. Otherwise, neither party shall have any claims in such cases.
8.5.
Partial services are permissible unless the customer is clearly not interested in them or they are clearly unreasonable. In such cases, partial services shall be accepted by the customer.
9. obligations & assurances of the customer
9.1.
Der Kunde ist verpflichtet, sich vor Datenverlust angemessen zu schützen. Er hat daher alle Daten, die auf der Plattform verfügbar sein sollen, zur schnellen Wiederherstellung für die Dauer des jeweiligen Events bei sich zu speichern.
9.2.
In addition, the customer shall be obliged to back up data regularly and in accordance with the risks involved, but at least daily, and to create backup copies in order to ensure that the data and information can be reconstructed in the event of loss.
9.3.
The Customer warrants that it will choose a secure, state-of-the-art password for any access to the backend of the software and that it will keep this password secret from third parties. If the customer knows or has reason to suspect that third parties have gained possession of the access data, he must inform the provider immediately. The provider has no possibility of viewing the password and will only ask the customer for the password for login purposes, to change the password or to delete the account.
9.4.
The customer is obliged to report recognizable defects immediately to the provider Defects within the meaning of this agreement do not exist if an error is based on the fact that the hardware and software of those participating in the event (e.g. sales partners, participants, sponsors, employees of the customer) does not correspond to the state of the art, in particular the browser version is not up to date.
9.5.
The customer undertakes to use the software only within the scope of the contractually agreed scope of services and only for its own purposes.
9.6.
The customer shall be responsible for ensuring that the personal data collected from its customers and itself in the course of using the software and processed by it or the provider in accordance with the agreement is collected and processed lawfully and permissibly. The
parties undertake in parallel to conclude a contract for commissioned processing by the provider for the customer in accordance with Article 28 GDPR. Should the Provider, as the processor of such data, be exposed to claims by third parties (e.g. by data subjects or supervisory authorities), the Customer shall indemnify the Provider against such claims.
This shall apply insofar as these claims are based on misconduct on the part of the customer, the customer was immediately granted every opportunity by the provider to defend against such claims and the claims were nevertheless legally established.
10. posted contents
10.1.
The customer is solely responsible for the content posted by him.
10.2.
The customer undertakes to protect the rights of third parties, in particular their personal rights, as well as rights of use, ancillary copyrights and exploitation rights.
10.3.
The customer undertakes not to provide any pornographic, immoral or illegal content of any kind. This includes, for example, content that is harmful to minors, right-wing or left-wing extremist, offensive, inhuman, violence-glorifying, insulting, defamatory or other comparable content. The same applies to links to such or comparable content.
10.4.
Insofar as the customer himself or the participant in an event of the customer (which also includes sponsors, cooperation partners and the like) posts images, texts, videos and the like, he assures that he either has the necessary rights himself (e.g. by writing the text himself, taking the picture himself) or that he has at least obtained the necessary consent from the respective rights holder (e.g. the author of the text, the photographer of the picture, the persons depicted) in advance.
10.5.
Content that is suspected of infringing the rights of third parties can be corrected, blocked or deleted by the provider at any time without prior consultation.
11. service and support by the provider
11.1.
The Provider shall – if and insofar as offered and commissioned – provide the Customer with services and support in the run-up to the use of the platform in the phase of setting up and parameterizing the software for the event planned by the Customer, as well as during the execution of this event.
11.2.
Within the scope of the service and support services, the provider does not owe any success, but the action and the effort to help within the scope of the support. For this purpose, the provider shall provide services to eliminate problems in connection with the intended and error-free use of the software. If necessary, the provider will contact or cooperate with the platform operator RingCentral events.
11.3.
Support services within the meaning of this contract do not include in particular
The elimination of problems caused by
(i) User errors or operating errors, in particular use of the software contrary to the application documentation,
(ii) misuse,
(iii) willful and/or wanton damage, (iv) improper care, maintenance or service work carried out by the customer and/or its employees or vicarious agents or other third parties;
Support in the elimination of faults caused by external influences such as power failure, moisture, problems of the network provider or access provider or force majeure;
Adaptation of the platform to the individual needs of the customer, program changes and additions, insofar as these go beyond the scope agreed or regulated here;
Data transfer from other programs;
training courses;
installation and provision of third-party software.
These services may be provided at the provider’s discretion on a case-by-case basis on the basis of a separate contract in return for remuneration based on time spent, an individual estimate of expenditure or the provider’s current price list, whereby the provider is under no obligation to accept such orders.
11.4.
The Provider shall begin to check and rectify any errors reported to it within a reasonable period of time. Following an error report from the Customer, the Provider shall begin to rectify the error within its normal business hours using the means at its disposal.
11.5.
If and insofar as the customer has booked a correspondingly more extensive support service in individual cases, troubleshooting shall begin immediately during an event and not only during the provider’s business hours.
11.6.
The manner in which the customer’s request is processed and dealt with (e.g. by email or callback) and the manner in which the error is rectified are at the discretion of the provider.
11.7.
The rectification of an error can also take the form of instructions for action or workarounds to the customer. The customer must follow such instructions unless this is unreasonable for him.
11.8.
If the provision of a hotline for support has been agreed, the Provider shall make expert personnel available to the Customer for assistance by telephone during normal business hours. There is no entitlement to availability of the hotline outside normal business hours or on weekends, public holidays, etc. without a separate agreement.
11.9.
At the Customer’s request, the Provider shall provide the services listed below, which are related to the Platform and which are not included in the maintenance services, within the scope of its
operational possibilities against remuneration to be agreed separately, otherwise against the usual rates:
Services provided by the Provider on the Customer’s premises;
Services performed at the customer’s request outside the provider’s normal office hours;
Services on the platform that become necessary due to improper handling and/or breaches of obligations by the customer, for example non-compliance with the application documentation;
services to the platform that become necessary due to force majeure or other circumstances for which the provider is not responsible;
adaptations to the platform that go beyond the adaptations already supplied by the provider and result, for example, from changed or new usage requirements of the user.
11.10.
The Customer shall support the Provider as far as possible in the search for the cause of the error. The Customer shall transmit error reports to the Provider in such a way that the Provider receives as much information as possible to identify and rectify the error. For this purpose, the customer must specify the symptoms that have occurred as well as the system and hardware environment and report the defect, stating any information that is useful for rectifying the defect. The customer must provide evidence in a suitable form with which the error or the faulty output generated due to an error can be reproduced. This also includes screenshots.
11.11.
The Customer shall grant the Provider access to all information and system equipment to the extent necessary to provide the support services in a timely manner.
11.12.
The customer shall keep all data used or generated in connection with the software available in machine-readable form as a backup copy, which enables the reconstruction of lost data with reasonable effort.
11.13.
The remuneration for the support services shall be agreed in the associated offer for the individual order. In case of doubt, the provider’s usual rates shall be deemed agreed. This applies regardless of whether and how often services are used. Additional services shall be remunerated separately in accordance with the provider’s current price list valid at the time the service is provided.
11.14.
Claims due to defective support services shall expire within one year.
11.15.
The liability for material defects and defects of title for support services provided shall expire if the customer or third parties make changes to the platform that the provider has not previously expressly agreed to. Anything to the contrary shall only apply insofar as the customer proves that the defect is not attributable to the changes and that these have not made it more difficult to identify and rectify the defect.
11.16.
If services provided by the Provider are not covered by the liability for material defects and/or defects of title and are also not covered by the support remuneration, the Customer shall bear the costs for all measures taken by the Provider as a result of a defect report by the Customer and which the Provider may consider necessary in accordance with the Provider’s hourly and travel cost rates applicable at the time the service is provided.
12. right to use the platform
12.1.
The customer shall receive a simple, non-exclusive, revocable right to use the platform, limited in time to the duration of the contract (generally until the end of the specific event as per the order/offer).
12.2.
The use of the platform is permitted insofar as it does not contradict the intended use in accordance with this agreement and the respective offer/order and the “Terms & Conditions” of RingCentral events (https: /RingCentral events.com/terms).
12.3.
Unless otherwise agreed, the right of use ends automatically at the end of the specific event in accordance with the respective offer/order.
12.4.
Other or further use and exploitation is not permitted. The Provider expressly does not grant the Customer such other or further rights of use.
12.5.
The Provider reserves the right to block access to the Software if the Customer intentionally or grossly negligently violates obligations under this Agreement or has enabled third parties to use the Platform without authorization and the Customer fails to refrain from doing so after a reminder from the Provider setting a reasonable deadline.
13. compensation / indemnification / third party rights
13.1.
The customer is obliged to compensate the provider for any damage incurred by the provider as a result of a culpable breach of the customer’s obligations.
13.2.
The Customer shall indemnify the Provider against liability to third parties in the event of non-compliance with its obligations. The Customer shall reimburse the Provider for any damages incurred as a result, including legal fees, consequential damages, loss of profit, etc., upon proof. This shall not apply if the customer is demonstrably not responsible for the breach of duty.
This applies insofar as these claims are based on misconduct on the part of the customer, the customer was immediately given every opportunity by the provider to defend against such claims and the claims were nevertheless legally established.
13.3.
If the rights of third parties are infringed by the customer’s use of the platform, the customer shall immediately cease the unlawful use in breach of contract upon request by the provider.
14 Liability of the provider
14.1.
The provider shall always be liable in accordance with the statutory provisions for damages to the customer caused intentionally or by gross negligence, which are the result of the non-existence of a guaranteed quality of the object of performance, which are the result of culpable injury to health, body or life, or for which liability is provided for under the Product Liability Act.
14.2
In the event of a merely negligent breach of material contractual obligations (so-called cardinal obligations), liability – insofar as the damage does not affect life, limb or health or a promised guarantee – shall be limited to such damage as must typically and foreseeably be expected to occur in the context of the provision of services such as the respective contractual service. Cardinal obligations are such contractual obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely, and whose breach on the other hand jeopardizes the achievement of the purpose of the contract.
14.3.
If damages to the customer result from the loss of data, the provider shall not be liable for this if the damages could have been avoided if the customer had backed up all relevant data regularly, completely and with a frequency appropriate to the value of the data.
15. data protection / personal data
The customer shall ensure that the participants in its event (which also includes sponsors, cooperation partners and the like) effectively consent to the storage and processing of the personal data entered by them. This also applies to the storage of IP addresses, which are transmitted each time the software is used, and to the use of cookies by RingCentral events to enable identification. The consent also includes the fact that the provider stores the personal data for up to 3 months after the end of the user relationship in order to investigate misuse of the platform and for legal prosecution.
16. rights to the platform
16.2.
The Provider is entitled to all trademark rights, name rights, brand rights, copyrights, ancillary copyrights and other rights to the graphic and textual elements and the functionalities and services individually created by the Provider within the scope of the setup and customizing and may not be used, distributed, copied, reproduced, made publicly accessible, performed, broadcast or otherwise exploited without the prior written consent of the Provider.
16.2.
The Provider is entitled to all trademark rights, name rights, brand rights, copyrights, ancillary copyrights and other rights to the graphic and textual elements and the functionalities and services individually created by the Provider within the scope of the setup and customizing and may not be used, distributed, copied, reproduced, made publicly accessible, performed, broadcast or otherwise exploited without the prior written consent of the Provider.
17. severability clause
Should one of the provisions regulated here be or become invalid, the validity of the remaining provisions shall remain unaffected. In this case, the parties shall endeavor to replace the (partially) invalid provision with a provision whose economic success comes as close as possible to that of the (partially) invalid provision. The same applies to contractual loopholes.
18. legal system / place of jurisdiction / assignment / offsetting / communication
18.1.
These Terms of Use shall be governed by the laws of the Federal Republic of Germany to the exclusion of international law, such as the UN Convention on Contracts for the International Sale of Goods (CISG).
18.2.
The place of jurisdiction for all disputes arising from this contract is the registered office of the provider.
18.3.
Rights and obligations arising from this contract may not be assigned or otherwise transferred without the prior consent of the other party.
18.4.
The customer may only declare offsetting with counterclaims that are undisputed or have been legally established.
18.5.
If this contract is available in several language versions, only the German language version shall be legally binding.
