Terms of Service

Table of Contents

1) Scope of Application

1.1 These General Terms and Conditions (hereinafter "GTC") of Thore Dinse, trading as "SubVerseMedia" (hereinafter "Provider"), apply to all contracts for the provision of services in the area of Software-as-a-Service (hereinafter "SaaS") that a consumer or entrepreneur (hereinafter "Customer") concludes with the Provider regarding the services presented on the Provider's website. The subject matter of the contract is the paid, time-limited provision of software (hereinafter "Software") in digital form via the Internet as well as the provision of storage space on the Provider's servers for the duration of the contract term. This expressly excludes the inclusion of the Customer's own terms and conditions, unless otherwise agreed.

1.2 A consumer within the meaning of these GTC is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor related to their independent professional activity.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their commercial or independent professional activity.

1.4 The Software may contain links to third-party services. These GTC do not apply to such services that are provided not by the Provider but by a third-party provider. This also applies if the services are provided free of charge and/or if registration with the Provider is required for their use. Only the terms and conditions used by the third-party provider or the statutory provisions in the relationship between the Customer and the third-party provider apply to these services. The Provider only facilitates technical access to these services.

2) Provider's Services

2.1 The Provider provides the Customer with Software in digital form via the Internet for the duration of the agreed contract term. To this end, the Provider grants the Customer access to the Software, which remains on the Provider's server. The scope of functions and technical specifications of the Software are described in more detail in the service description on the Provider's website. The Provider is only obligated to provide the Software with the functionalities defined in more detail in the service description. In particular, the Provider is not obligated to establish and maintain the data connection between the Customer's IT system and the Provider's server.

2.2 The Software is updated by the Provider at irregular intervals. The Customer therefore only receives a right to use the Software in its respective current version. The Customer has no claim to achieving a specific state of the Software.

2.3 The Provider provides the Customer with limited storage space on its servers for the use of the Software. The scope of the storage space is described in more detail in the service description on the Provider's website.

2.4 The Provider provides the aforementioned services with a total availability of 98%. Availability is calculated on the basis of the time attributable to the respective calendar month in the contract period, less maintenance times. The Provider will carry out maintenance work, where possible, during periods of low usage.

2.5 The Provider takes data backup measures in accordance with the state of the art. However, the Provider is not subject to any custody or safekeeping obligation. The Customer is responsible for adequate data backup.

2.6 The Provider provides the Customer with an operating manual in electronic form.

2.7 The Provider offers additional support services. The content and scope of the support services are set out in the service description on the Provider's website.

3) Service Modifications

3.1 The Provider reserves the right to modify the services offered or to offer different services, unless this is unreasonable for the Customer.

3.2 The Provider further reserves the right to modify the services offered or to offer different services,

• insofar as it is obligated to do so due to a change in the legal situation;
• insofar as it thereby complies with a court judgment or official decision directed against it;
• insofar as the respective modification is necessary to close existing security gaps;
• if the modification is only beneficial for the Customer; or
• if the modification is purely technical or procedural in nature without significant effects for the Customer.

3.3 Modifications with only an insignificant influence on the Provider's services do not constitute service modifications within the meaning of this section. This applies in particular to modifications of a purely graphical nature and the mere rearrangement of functions.

4) Conclusion of Contract

4.1 The services described on the Provider's website do not constitute binding offers on the part of the Provider, but serve to enable the Customer to submit a binding offer.

4.2 The Customer may submit the offer via the online order form provided on the Provider's website. After entering their personal data and clicking the button that completes the ordering process, the Customer submits a legally binding contractual offer with regard to the selected services.

4.3 The Provider may accept the Customer's offer within five days,

• by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), whereby receipt of the order confirmation by the Customer is decisive, or
• by requesting payment from the Customer after the Customer has submitted their order.

If several of the aforementioned alternatives exist, the contract is concluded at the time when one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the Customer sends the offer and ends at the end of the fifth day following the sending of the offer. If the Provider does not accept the Customer's offer within the aforementioned period, this is deemed a rejection of the offer, with the result that the Customer is no longer bound by their declaration of intent.

4.4 When submitting an offer via the Provider's online order form, the contract text is stored by the Provider after conclusion of the contract and transmitted to the Customer in text form (e.g., email, fax, or letter) after the Customer has sent their order. The Provider does not make the contract text accessible beyond this. If the Customer has set up a user account on the Provider's website before sending their order, the order data is archived on the Provider's website and can be accessed free of charge by the Customer via their password-protected user account by entering the corresponding login data.

4.5 Before the binding submission of the order via the Provider's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means for better detection of input errors can be the magnification function of the browser, with the help of which the display on the screen is enlarged. The Customer can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click the button that completes the ordering process.

4.6 German is available for the conclusion of the contract.

4.7 Order processing and contact usually take place via email and automated order processing. The Customer must ensure that the email address provided for order processing is correct so that emails sent by the Provider can be received at this address. In particular, when using SPAM filters, the Customer must ensure that all emails sent by the Provider or by third parties commissioned by the Provider with order processing can be delivered.

5) Right of Withdrawal

Consumers are generally entitled to a right of withdrawal. More detailed information on the right of withdrawal can be found in the Provider's cancellation policy.

6) Granting of Usage Rights by the Provider

The Provider holds all usage rights necessary for the provision of the Software. Unless otherwise stated in the service description on the Provider's website, the Provider grants the Customer the non-exclusive, non-transferable right to use the Software for private purposes within the framework of these GTC, limited in time to the duration of the contract. Use of the Software beyond this is not permitted.

7) Granting of Usage Rights by the Customer

The Provider is entitled to use content and information that the Customer provides to it for the service in the course of its contractual obligations and the processing of which is necessary for proper service provision. The Customer grants the Provider free of charge, non-exclusively, and limited to the duration of the contract, the usage rights necessary for this purpose, in particular the right to permanent storage, the right to reproduce, and the right to edit, and warrants that it is entitled to grant such usage rights.

8) Customer Obligations

8.1 The Customer shall ensure that the hardware and software used by them, including workstations, routers, data communication equipment, etc., meet the minimum technical requirements for the use of the currently offered Software version.

8.2 The Customer is obligated to protect and store the access data provided to them in accordance with the state of the art from access by third parties. The Customer ensures that use only takes place to the contractually agreed extent. Unauthorized access by third parties must be reported to the Provider immediately.

8.3 The Customer may not store any data on the storage space provided that would violate applicable law, official requirements or orders, the rights of third parties, or agreements with third parties.

8.4 The content stored by the Customer on the storage space intended for them may be protected by data protection law. The Customer checks on their own responsibility whether the use of personal data by them meets data protection requirements.

8.5 The Customer is responsible for regularly making appropriate data backups.

8.6 The Customer is obligated to check their data and information for viruses or other harmful components before entering them and to use state-of-the-art measures (e.g., virus protection programs) for this purpose.

8.7 The Customer shall ensure that programs, scripts, or similar installed by them do not endanger the operation of the Provider's server or communication network or the security and integrity of other data stored on the Provider's servers.

8.8 If programs, scripts, or similar installed by the Customer endanger or impair the operation of the Provider's server or communication network or the security and integrity of other data stored on the Provider's servers, the Provider may deactivate or uninstall these programs, scripts, etc. If eliminating the danger or impairment requires it, the Provider is also entitled to interrupt the connection of the content stored on the server to the Internet. The Provider will inform the Customer of these measures without delay.

9) Moderation and Restriction of Content

9.1 The Provider is generally not obligated to proactively check the content posted by Customers for legality or compatibility with the rights of third parties or these GTC. However, the Provider reserves the right in individual cases to check Customer content on its own initiative for legality and to take measures in accordance with the following provisions in the event of identified violations.

9.2 Customers and affected third parties may report allegedly illegal content to the Provider using the contact information in the Provider's legal notice (e.g., by email). The Provider is free to forward the content of a report to the Customer who posted the reported content. The identity of the reporting person will only be disclosed to the Customer if this is absolutely necessary.

9.3 In the case of reports and in the context of any reviews carried out on the Provider's own initiative, human content control generally takes place. In individual cases, automated technical review procedures may be used in addition.

9.4 If, following a report or in the context of a review on the Provider's own initiative, the illegality of content published by the Customer is established, the Provider is entitled to take one or more of the following measures at its reasonable discretion, even without prior announcement or contact:

• Warning of the publishing Customer,
• Temporary blocking or permanent deletion of the affected content,
• Temporary or permanent suspension of the contractually assumed obligations,
• Termination of the contractual relationship (ordinary or extraordinary for good cause).

9.5 When choosing the measure to be taken, the Provider will take into account the principles of proportionality and weigh the interests of the affected Customer against its own interests in the unhindered, disruption-free, and integral continuation of its business activities.

9.6 If Customers frequently submit obviously unfounded reports or complaints, the Provider will suspend the processing of reports and complaints from these Customers for an appropriate period after a prior warning.

10) Remuneration and Payment Terms

10.1 Unless otherwise stated in the Provider's service description, the prices quoted are total prices that include the statutory value added tax.

10.2 The payment options and payment modalities are communicated to the Customer on the Provider's website.

10.3 When selecting a payment method offered via the payment service "Stripe", payment is processed via the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). The individual payment methods offered via Stripe are communicated to the Customer on the Provider's website. Stripe may use other payment services for payment processing, for which special payment conditions may apply, to which the Customer may be separately informed. Further information about Stripe is available on the Internet at https://stripe.com/en.

11) Contract Duration and Termination

11.1 The contract is concluded for a fixed term for the contract period specified in the service description on the Provider's website and ends automatically upon expiry of the contract period.

11.2 The right to extraordinary termination for good cause remains unaffected. Good cause exists if the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period, taking into account all the circumstances of the individual case and weighing the interests of both parties.

11.3 Terminations may be made in writing, in text form (e.g., by email), or in electronic form via the termination device (termination button) provided by the Provider on its website.

11.4 Upon termination of the contract, the Customer loses access to their user account. Furthermore, upon termination of the contract, the Provider's obligation to store the Customer's posted data also expires.

12) Provider Switching

If the Customer wishes to switch to another provider or to an ICT infrastructure on their own premises, the regulations in the Annex on Provider Switching, which are attached to these GTC as an appendix, apply.

13) Warranty for Defects

If the Customer acts as a consumer, the provisions of the statutory warranty for defects apply.

If the Customer acts as an entrepreneur, the provisions of the statutory warranty for defects apply subject to the following restrictions.

13.1 The Customer must notify the Provider of any defects, malfunctions, or damage without delay.

13.2 The warranty for only insignificant reductions in the suitability of the service is excluded.

13.3 The no-fault liability pursuant to § 536a para. 1 BGB for defects that already existed at the time of conclusion of the contract is excluded.

13.4 Termination by the Customer due to non-granting of the contractual use is only permissible if the Provider has been given sufficient opportunity to remedy the defect and this has failed.

14) Liability

14.1 The Provider is liable for all contractual, quasi-contractual, and statutory claims, including tortious claims, for damages and reimbursement of expenses as follows:

14.2 The Provider is liable without limitation for any legal reason

• in case of intent or gross negligence,
• in case of intentional or negligent injury to life, body, or health,
• on the basis of a guarantee promise, unless otherwise regulated in this regard,
• on the basis of mandatory liability such as under the Product Liability Act.

14.3 If the Provider negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless unlimited liability applies in accordance with the preceding section.

14.4 Otherwise, liability of the Provider is excluded.

14.5 The above liability provisions also apply with regard to the Provider's liability for its vicarious agents and legal representatives.

15) Indemnification

The Customer indemnifies the Provider against all claims that other Customers or other third parties assert against the Provider due to violation of their rights by content posted by the Customer or due to other use by the Customer. The Customer also assumes the necessary costs of legal defense including all court and attorney's fees in the statutory amount. This does not apply if the Customer is not responsible for the legal violation. The Customer is obligated to provide the Provider immediately, truthfully, and completely with all information necessary for the examination of the claims and a defense in the event of a claim by third parties.

16) Confidentiality

The Provider undertakes to maintain confidentiality regarding all confidential information of which it becomes aware in connection with this contract and its performance and not to disclose it to third parties. Confidential information is information that is marked as confidential or the confidentiality of which is apparent from the circumstances, regardless of whether it has been communicated in written, electronic, embodied, or oral form. The confidentiality obligation does not apply insofar as the Provider is legally obligated to disclose the confidential information or is obligated to do so on the basis of final official or court decisions.

17) Amendment of Terms and Conditions

17.1 The Provider reserves the right to amend these GTC at any time, provided the Customer consents to the amendment.

17.2 The Provider further reserves the right to amend these GTC even without the Customer's consent,

• insofar as it is obligated to do so due to a change in the legal situation;
• insofar as it thereby complies with a court judgment or official decision directed against it;
• insofar as it introduces additional, entirely new services, services, or service elements that require a service description in the GTC, unless the previous usage relationship is thereby adversely changed;
• if the amendment is only beneficial for the Customer; or
• if the amendment is purely technical or procedural in nature, unless it has significant effects for the Customer.

17.3 The Provider will inform the Customer of material amendments to these GTC in a timely manner and in an appropriate form. Material amendments are those that would significantly shift the contractual relationship to the detriment of the Customer or would be equivalent to the conclusion of an entirely new contract.

17.4 The Customer's right of termination remains unaffected by this.

18) Applicable Law, Jurisdiction

The law of the Federal Republic of Germany applies to all legal relationships between the parties. For consumers, this choice of law only applies insofar as the protection granted is not withdrawn by mandatory provisions of the law of the state in which the consumer has their habitual residence.

19) Alternative Dispute Resolution

The Provider is neither obligated nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

1) Scope of Application

The following provisions apply in the event that the Customer wishes to switch to another provider or to an ICT infrastructure on their own premises.

2) Definitions

2.1 "Data processing service" within the meaning of these GTC is a digital service provided to the Customer that enables comprehensive and on-demand network access to a shared pool of configurable, scalable, and elastic computing resources of a centralized, distributed, or highly distributed nature that can be rapidly provisioned and released with minimal management effort or provider interaction.

2.2 "Digital assets" within the meaning of these GTC are elements in digital form – including applications – for which the Customer has a right of use, regardless of the contractual relationship with the data processing service they wish to switch from.

2.3 "On-premises ICT infrastructure" within the meaning of these GTC is ICT infrastructure and computing resources that are owned, leased, or rented by the Customer and that are located in the Customer's data center and operated by them or a third party.

2.4 "Switching" within the meaning of these GTC is a process in which the Provider, the Customer, and possibly a receiving data processing service provider are involved and in which the Customer switches from using the Provider's data processing service to using another data processing service of the same type or another service offered by another data processing service provider or offered to an on-premises ICT infrastructure, including by extracting, converting, and uploading the data.

2.5 "Exportable data" within the meaning of these GTC is input and output data including metadata that is directly or indirectly generated by the Customer's use of the data processing service or jointly generated, with the exception of the Provider's or third parties' assets or data that are protected by intellectual property rights or constitute a trade secret.

3) Pre-contractual Information

3.1 Before ordering the data processing services, the Provider provides the Customer with clear information on the following points:

• its standard remuneration and, if applicable, penalties for early termination;
• the switching fees;
• services that require highly complex or costly switching;
• specific services for which the switching and termination obligations do not apply;
• a complete list of the categories of data and digital assets that can be transferred;
• clear information about known risks to the continuity of the provision of the Provider's functions or services.

3.2 The Provider's online register with data structures and formats, relevant standards, and open interoperability specifications for data is available on the Provider's website.

4) Switching and Exit Plan

4.1 The parties agree on a switching and exit plan (hereinafter "Plan"), which contains in particular details on switching and exit assistance, contact persons, time estimates, restrictions, and testing methods.

4.2 At the Customer's request, the Provider must provide information to explain the relevant procedures.

4.3 At the Customer's request, the Provider undertakes to either organize a test or support the Customer in their tests.

4.4 The Provider and the Customer undertake to update the Plan as needed.

5) Initiation of the Switching Process

5.1 The Customer must send the Provider a switching notice with a notice period of 2 months.

5.2 In the switching notice, the Customer must state whether they intend to switch to another provider, to local ICT infrastructure, or not switch but delete their data.

5.3 The Provider will confirm receipt of the switching notice within 3 business days.

6) Transition Period

6.1 The transition period is 30 calendar days and begins upon expiry of the notice period.

6.2 If the Provider cannot meet the agreed transition period for technical reasons, it must notify the Customer and specify an alternative transition period not exceeding 7 months.

6.3 The Customer may extend the transition period once by up to 3 months, or up to 12 months for complex migrations by mutual agreement.

7) Provider's Obligations During the Switching Process

The Provider undertakes to reasonably support the Customer throughout the switching process, providing capabilities, information, technical support, maintaining business continuity, and ensuring a high level of security.

8) Customer's Obligations

8.1 The Customer undertakes to take all reasonable measures to achieve an effective switch and is responsible for import and implementation of data.

8.2 The Customer undertakes to respect the intellectual property rights and trade secrets in the materials provided by the Provider.

9) Data Recovery and Deletion

9.1 The Customer may retrieve or delete their data during the data retrieval period of 30 calendar days after the transition period.

9.2 After expiry of the data retrieval period, the Provider will delete all exportable data and confirm this to the Customer.

10) Remuneration for the Switching Process and Exit Charges

The Provider does not charge any additional remuneration for the switching process.

11) Completion of the Switching Process

11.1 Upon notification of successful switching, the Provider will inform the Customer of contract termination.

11.2 If the Customer does not wish to switch but delete their data, the contract terminates at the end of the notice period.

12) Contract Termination

12.1 The contract is deemed terminated with successful completion of the switching process or upon expiry of the notice period if the Customer wishes to delete data.

12.2-12.7 The contract will not terminate before the switching process is complete. If the process cannot be completed successfully, the parties must cooperate in good faith to achieve successful completion.