Terms of Service
TERMS OF SERVICE
Thank you for using Brazebee! This MASTER TERMS OF SERVICE and LICENSE is entered into by and between Brazebee UG (haftungsbeschränkt) (“Brazebee”, "we" or "our", “Licensor”), located at Orangeriestr. 1a / 40213 Duesseldorf and our Customers (“Licensee”, ”Client”, “Customer”, “you” and “your”) and its Affiliates to govern access to and use of Brazebee UG’s service Brazebee (websites and services) (the "Services"). “Affiliates” means those entities that are wholly-owned by Client, or are controlled by, controlling or under common control with Client.
By using the Services you are agreeing to these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these Terms. In that case, “Licensee”, ”Client”, “Customer”, “you” and “your” will refer to that organization.
You may use the Services only in accordance with these Terms. You may use the Services only if you have the legal power and capacity to form a contract with Brazebee UG and only in the course of your trade, business or profession. The Services are not intended for consumers within the meaning of applicable consumer protection laws. By using the Services, you represent and warrant that you are not a consumer (Verbraucher).
The Services will continue to evolve as we refine features and functionality. We may terminate, suspend, or modify the Services, in general or with respect to you, from time to time without cause or prior notice. We may also delete any content or data from the Services at our discretion, subject to applicable law and any data processing agreement between us.
1. PURPOSE AND SCOPE
Brazebee UG provides services to companies (Business2Business). Every person that logs in to the Brazebee platform thereby confirms that they act in the interest of a company or business, and agrees to provide relevant legal proof on request (e.g. by presenting a business registration certificate, trade register excerpt or a valid VAT ID).
The Terms set forth the terms and conditions by which Licensor agrees to license its Product to Client Licensee and governs all aspects of Product licensed for use by Licensee from Licensor. “Product” means the entirety of Licensor’s software-as-a-service platform, related software components, data, databases, services, software interfaces, and any other aspect of Licensor’s offering made available as part of the Services.
Service description. Licensor operates “Brazebee”, a cloud-based software-as-a-service platform that enables Customers to design, configure and operate AI-powered workflows, automation agents and integrations with third-party services (the “Service”). The Service may, on Customer’s instruction, connect to and exchange data with third-party systems such as email providers, customer relationship management tools, productivity suites, vector databases or large language model (“LLM”) APIs. The specific features and modules available to Customer are described in the applicable SCHEDULE A “Agreement” (each an “Order”) and/or on Licensor’s website.
The Service is provided “as is” without warranties of any kind (see Section 7), Brazebee UG’s liability to you is limited (see Section 8), and disputes arising out of or relating to the Agreement (including, without limitation, its formation, performance or breach) will be resolved by the competent courts in accordance with Section 14.
The MASTER LICENSE will only be granted with the signature from Licensor and Licensee on a Custom SCHEDULE A “Agreement” (“Order”) and is valid for its term. The Custom SCHEDULE A “Agreement” (“Order”) and any Exhibits that are attached or referenced will be sent to Client independently of these Terms.
2. WITNESSETH
Whereas, Licensor is engaged in the business of designing and developing cloud-based software systems and related products and has created and developed an online software application called Brazebee that enables AI-powered workflows, automation and integrations with third-party services, as described in detail in the attached Exhibit "A" (the "Software" or “Service”); and WHEREAS, Licensee desires to utilize such Service in conjunction with their agreed product or projects (see Custom SCHEDULE A “Agreement” or Order for reference), therefore, in consideration of the premises and the mutual covenants of the Terms, the parties hereto agree as follows:
3. LICENSE
a. The Service is licensed, not sold, to Licensee for use only under the terms of these Terms. Subject to Licensee’s complete and ongoing compliance with the Terms, Brazebee UG hereby grants you a personal, limited, revocable, non-transferable, non-sublicensable license to access and use the Service solely for the use of the Subscribing Entity on whose behalf you are authorized to act. Licensor hereby grants to Licensee, for the term of the Agreement, a non-sublicensable, non-exclusive, non-assignable right and license to use and make publicly available via the Internet and for this purpose transmit the content of the product agreed upon in the Custom SCHEDULE A “Agreement” in electronic form in connection with the Client website or systems.
b. This license is expressly limited to the usage for the purposes to transmit or process the content of the product agreed upon in the Custom SCHEDULE A “Agreement” and to operate the workflows and automations configured by Client within the Service.
c. No right or license is being conveyed to Licensee to use the Service for any other of their products or services beyond what is expressly permitted in these Terms and the applicable SCHEDULE A “Agreement”. Licensee is prohibited from: (i) providing the Service to third parties as a hosted or service bureau offering; (ii) reselling, relicensing, resyndicating or otherwise redistributing the Service or any part of it; or (iii) circumventing or attempting to circumvent any usage limits or technical restrictions.
d. Except for the rights expressly granted under these Terms, Brazebee UG retains all right, title, and interest in and to the Brazebee Service and all related intellectual property.
e. Where the Licensor is responsible for hosting the software, Licensor shall use commercially reasonable efforts to make the Service available 24 hours/day, 7 days/week, except for (i) planned downtime (for which Licensor shall give Client at least 8 hours prior notification where reasonably possible), or (ii) any unavailability caused by circumstances beyond Licensor’s reasonable control.
f. This license will be automatically revoked if you violate these Terms. We reserve all rights not explicitly granted in these Terms. You must not attempt to reverse engineer the Service or encourage or assist anyone else to do so; however, this restriction will not prohibit reverse engineering for interoperability in the European Union to the extent European Union law forbids such a restriction. The Licensor may automatically update the Service and underlying Software when a new version becomes available.
4. COMPENSATION
a. The remuneration is determined by the current price list at the moment of ordering, unless otherwise agreed in a SCHEDULE A “Agreement”.
b. In consideration for the license granted hereunder and during the Initial Term of the Agreement and for each Extended Term, Licensee agrees to pay to Licensor the Fee recited in SCHEDULE A “Agreement” in accordance with the Fee Payment Schedule recited in the Agreement. Any taxes are the responsibility of the Customer. All Fees paid to Brazebee UG hereunder are nonrefundable, unless provided otherwise in this Agreement.
c. Client agrees that the Brazebee UG license purchased hereunder is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Brazebee UG regarding future functionality or features. Customer shall pay Brazebee UG the fees set forth on the applicable SCHEDULE A (“Fees”) in accordance with the terms and conditions set forth in this Agreement and the SCHEDULE A “Agreement”. If not otherwise specified on SCHEDULE A “Agreement”, Fees will be due within thirty (30) days of date of invoice. Except as otherwise specifically provided, all Fees paid and payable to Brazebee UG hereunder are nonrefundable. If Client fails to pay any amounts due under this Agreement by the due date, Brazebee UG will have the right to charge interest at a rate of 5% above the respective basic-rate until Customer pays all amounts due. Unless otherwise stated, Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding Brazebee UG taxes based on net income or property), even if such amounts are not listed in the SCHEDULE A “Agreement”.
d. Licensee shall pay to Licensor within thirty (30) days of the EFFECTIVE DATE of Custom SCHEDULE A “Agreement” (whichever is later) the initial setup fee as set forth in Schedule A “Agreement”. The license fee is nonrefundable and shall not be credited against any other fees.
e. For the Monthly Usage Fees (based on the usage metrics agreed in the SCHEDULE A “Agreement”, such as number of workflows, events, contacts, users, AI credits or similar units) Licensee will be invoiced monthly as outlined in the SCHEDULE A “Agreement”. Fees will be due within net thirty (30) days after the date of receipt of the invoice. The relevant usage metrics will be reviewed monthly and the Monthly Usage Fee will be adapted (increased or decreased based on the number of active units) as outlined in SCHEDULE A “Agreement”. Any such Taxes are the responsibility of the Customer. All Fees paid to Brazebee UG hereunder are nonrefundable, unless provided otherwise in this Agreement.
f. Licensee shall pay to Licensor for custom development services rendered within thirty (30) days of the INVOICE DATE as set forth in Schedule A. Licensor will submit an invoice for the service fee.
5. CONFIDENTIALITY
a. Licensee recognizes that the Software and Service are the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of the Agreement and for 99 years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software or Service information provided by Licensor concerning Products, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor's Software and Service and shall assume responsibility that its employees, sublicensees, and assignees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of the Agreement.
b. Licensee must not attempt to reverse engineer the Software or Service or encourage or assist anyone else to do so; however, this restriction will not prohibit reverse engineering for interoperability in the European Union to the extent European Union law forbids such a restriction.
c. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including these Terms and Conditions, the Brazebee UG technology, other technology and technical information, security information, security audit reports, product designs, business and marketing plans, and business processes. Confidential Information shall not include, or shall cease to include, as applicable, information or materials that
(a) were generally known to the public on the Effective Date;
(b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Receiving Party;
(c) were rightfully known to the Receiving Party prior to its receipt thereof from the Disclosing Party;
(d) are or were disclosed by the Disclosing Party generally without restriction on disclosure;
(e) the Receiving Party lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or
(f) are independently developed by the Receiving Party as shown by documents and other competent evidence in the Receiving Party’s possession. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance.
6. ACCEPTANCE
In the event that Licensee fails to notify Licensor of any material difficulties or problems with the Service within sixty (60) days after first gaining access to the Service, Licensee shall be deemed to have accepted the Service as provided. Prior to acceptance of such Service, Licensor shall have the right to repair or replace the Service or relevant components at its discretion. Upon acceptance of such Service, Licensor shall be under no obligation to repair or replace such Service except as provided for in the Warranty provision in this Agreement and any applicable support terms.
7. WARRANTIES
a. Licensor represents and warrants that it has no actual knowledge that the Service infringes any valid intellectual property rights of any third party. Licensor warrants that the Service will perform in substantial accordance with the specifications provided by Licensor to Licensee, a copy of which will be added in form of the Exhibit A to the SCHEDULE A “Agreement”.
b. Brazebee UG warrants that Brazebee UG will employ then-current industry standard measures to test the Brazebee UG Service to detect and remediate viruses, Trojan horses, worms, logic bombs, or other harmful code or programs whose effect is to negatively impact the operation or performance of the Brazebee UG Service (other than programs that prevent Customer’s use after the applicable Term or inconsistent with these Terms).
c. Client expressly acknowledges and agrees that the Product and Service, including the data, services and any other content, is provided to Client strictly on an “as is” basis and that the use of the Product and Service, including but not limited to the data, is at Client’s sole risk. Licensor makes no guarantees, representations, or warranties, expressed or implied, including but not limited to the reliability, timeliness, quality, title, ownership, suitability, truth, availability, accuracy or completeness of the Product or Service, including the services and data. Licensors do not represent or warrant that the use of the Product or Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software system or customer data. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Licensor.
d. In the event of a claim by Licensee under this warranty, Licensor shall have the option to either repair or replace the Service. In the event that Licensor fails to repair or replace the Service within a reasonable period, Licensee's sole recourse shall be to terminate the Agreement and Licensor's sole obligation shall be to return any Licensee and Installation Fees paid by Licensee for the affected portion of the Service. In no event shall Licensor be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of the Terms, subject to Section 8.
e. Unauthorized Access. Usage of the Product and Service is strictly limited to the Client per the terms and conditions of the Terms and the SCHEDULE A “Agreement” and any Invoice. Client shall notify Licensor immediately in writing of any unauthorized use or suspected breach of security including, but not limited to, impersonation of another user or provision of false identity information to gain access to or use of the Product or Service. Client shall give full cooperation, at Client’s expense, to repair and prevent further unauthorized use or disclosure.
f. Use of AI Models and Third-Party Services. Client acknowledges that the Service may send Client Data (including prompts, context and content) to third-party service providers (including, without limitation, large language model APIs and workflow or integration tools) in order to generate outputs and execute automations configured by Client. Such third-party services are governed by their own terms and privacy policies. Licensor does not control and is not responsible for such third-party services and does not warrant the availability, accuracy, legality or quality of outputs generated by such third-party services. Client is solely responsible for reviewing, validating and approving any content generated by or through the Service before using it for any purpose, and for ensuring that Client’s use of such content complies with applicable law and third-party terms. Licensor will not use Client Data submitted to the Service for training general-purpose machine learning models, except as permitted under an applicable Data Processing Agreement or with Client’s prior written consent.
8. LIABILITIES
a. Disclaimer of certain damages. In no event shall Brazebee UG be liable for any loss of profits, loss of use, business interruption, loss of data, cost of substitute goods or services, or for any indirect, special, incidental or consequential damages of any kind in connection with or arising out of the use of or inability to use the Brazebee UG Service, or the performance of or failure to perform these Terms, whether alleged as a breach of contract or tortious conduct, including negligence, even if a party has been advised of the possibility of such damages. The limitation of liability under this section 8.a as well as the damages cap under section 8.b shall as well apply for the Licensor in case they are liable towards the Customer.
b. Damages cap. Subject to section 8.c below, in no event shall Brazebee UG’s aggregate, cumulative liability under this Agreement exceed one hundred and fifty per cent (150%) of the amounts Customer was required to pay to Brazebee UG under this Agreement for the Brazebee UG Service giving rise to such liability, in the twelve (12) months immediately prior to the event giving rise to such liability.
c. Brazebee UG shall be liable without limitation in the event of intentional misconduct or gross negligence. Brazebee UG shall also be liable without limitation in the event of the breach of a guarantee, or where the defect has been maliciously concealed by Brazebee UG. In the event of a violation of a fundamental contractual obligation resulting from slight negligence, liability shall be limited in amount to such damage which is foreseeable and common for the type of transaction in question, but not more than the cap pursuant to section 8.b.
d. The limitation of liability pursuant to this Section 8 shall apply to each Party’s employees and subcontractors by way of a contract for the benefit of third parties.
e. In no event shall Brazebee UG be liable for any content used by the Customer within the Product or Service. Client understands that currently Brazebee UG does not conduct criminal background checks or screenings on users of the Service. Brazebee UG also does not inquire into the backgrounds of all of its members or attempt to verify the statements of its members. Licensor makes no representations or warranties as to the conduct of users of the Service. Licensor reserves the right to conduct any criminal background check or other screenings at any time using available public records.
f. User Disputes. Licensor is not responsible for any disputes or disagreements between Licensee and any third party Licensee interacts with using the Service. Client assumes all risks associated with dealing with third parties. Client agrees to resolve any disputes directly with the other party. Clients release Brazebee UG of all claims, demands, and damages in disputes among users of the Service. Client also agrees not to involve Brazebee UG in such disputes. Use caution and common sense when using the Service. Brazebee UG makes no representations or warranties as to the conduct of Members. In no event will Brazebee UG and its affiliates, officers, employees, agents, partners, and licensors (collectively, the “released parties”) be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of, or relating to, the conduct of you or anyone else in connection with the use of the Service, including without limitation, bodily injury, emotional distress, loss of business, lost profits, trade secret misappropriation, intellectual property infringement, and/or any other damages resulting from communications or meetings with other users of this Service. All members and other users of the Service hereby expressly agree not to hold the released parties liable for any instruction, advice or services delivered that originated through the Service and the released parties expressly disclaim any liability whatsoever for any damage, suits, claims, and/or controversies that arise or are related in any way to the Service, the information provided through the Service and the services provided by or to any user of the Service.
g. Licensee represents and warrants that: (i) Licensee owns Your Content or otherwise has the right to grant the license set forth in the Terms, (ii) the use of Your Content on or through the Service does not violate the trade secret rights, privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the use of Your Content on the Service does not result in a breach of contract between Client and a third party. Client agrees to pay for all royalties, fees, and any other monies owing any person by reason of Your Content that Licensee posts on or through the Service. Client also acknowledges and agrees that Your Content is non-confidential and non-proprietary.
h. You acknowledge that Brazebee UG has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services.
i. You, and not Brazebee UG, are responsible for maintaining and protecting all of Your Data. Brazebee will not be liable for any loss or corruption of Your Data, or for any costs or expenses associated with backing up or restoring any of Your Data. If any information related to your account changes, you must notify us promptly and keep your information current.
9. IMPROVEMENTS
Any improvements or modifications made by Licensor to the Software or Service are provided to Licensee upon Licensor’s decision. Licensor may make such improvements or modifications generally available to customers, and unless otherwise agreed, such improvements shall be subject to these Terms.
10. TERMINATION
The following termination rights are in addition to the termination rights that may be provided elsewhere in the SCHEDULE A “Agreement”:
a. We reserve the right to suspend or end the Services to you in whole or part at any time, with or without cause, and with or without notice, without incurring liability of any kind, subject to Section 8. For example, we may suspend or terminate your use if you are not complying with these Terms, or if you use the Services in any way that may cause us legal liability or disrupt others' use of the Services or damage our business or reputation, or for any other reason. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend or terminate immediately. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to Your Data that is stored with the Service. There are certain legal commitments we can't make. For example, the Services and Software are provided "as is", at your own risk, without express or implied warranty of any kind, including, without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement. Brazebee UG will not be responsible for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. Some countries and states do not allow certain types of disclaimers; in such cases, the relevant disclaimers shall apply only to the extent permitted by applicable law.
b. Right to Terminate Upon Notice. Either party may terminate the SCHEDULE A “Agreement” on sixty (60) days' written notice to the other party in the event of a material breach of any provision of the Agreement by the other party, provided that, during the sixty-day period, the breaching party fails to cure such breach. If at Brazebee UG’s reasonable determination, Customer is using the Brazebee UG Service in a manner that violates laws, creates an excessive burden or potential adverse impact on Brazebee UG systems, or the account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Brazebee UG may, without liability to Brazebee UG, immediately suspend Customer’s access to the Brazebee UG Service until such breach is cured.
c. Termination for Cause. A party may terminate the Agreement for cause upon failure of the other party to cure a material breach within thirty (30) days after receiving written notice of such breach from the other party. A breach relating to one provision of the Agreement will constitute a breach of the entire Agreement. In no event shall termination relieve Client of the obligation to pay any fees due to Licensor for any Invoice(s) for the period(s) prior to the Termination Date. No waiver by any party of any breach of the Agreement or failure of any party to take action to enforce or assert any right or remedy hereunder shall be deemed a waiver of any prior, concurrent or subsequent breach. No waiver shall be effective unless it is made in writing.
d. Cessation of Access upon Termination. Client agrees upon termination, expiration, or default of the Agreement, and upon expiration or non-renewal of any License, to cease and have all Users cease all further access to and use of the Product and Service. If Client continues to use the Product past expiration of the Agreement, then the annual License fee billed in the most recent Invoice will be due in full for the renewal License Period. Upon termination, Client agrees to delete or destroy any locally stored components of the Service (such as downloadable tools, SDKs or documentation) that are not required to be retained by law, and to certify to Licensor that this has been done upon request.
11. PROPRIETARY RIGHTS & INTELLECTUAL PROPERTY
a. All rights not expressly granted to Licensee are reserved by Licensor. Licensee acknowledges and agrees that all title, ownership, proprietary, and intellectual property rights in and to the Product and Service are and shall remain the sole property of Licensor and its third-party licensors (where applicable). Except for the limited License expressly granted herein, these Terms do not grant Licensee, including its Users, any rights to intellectual property rights in or to the Product or Service, including but not limited to the data, databases, and/or additional services. Licensee further acknowledges that the Product and all copies thereof were compiled, prepared, selected, and arranged by Licensor through the expenditure of substantial time, effort and money and that they constitute valuable property belonging to Licensor.
b. Upon the expiration or termination of the Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Service and any locally installed components.
c. Upon expiration or termination of the Agreement, Licensor may require that Licensee confirm in writing that it has deleted or destroyed all material relating to the Software and Service that is in Licensee’s possession or control, provided, however, that Licensee shall be permitted to retain copies of information to the extent required by law or for legitimate record-keeping purposes, subject to the confidentiality provisions of this Agreement.
12. INDEMNITY
a. Indemnification by Licensor and Service Provider. To the extent permitted by applicable law, Licensor shall indemnify Client and hold it and its End Users, parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service delivered by the Licensor directly infringes a copyright, patent or trade secret right of a third party, provided that Client (a) promptly gives written notice of the claim to Licensor; (b) gives Licensor sole control of the defense and settlement of the claim (provided that Licensor may not settle or defend any claim unless it unconditionally releases Client of all liability); (c) provides to Licensor all available data and assistance; (d) has not compromised or settled such claim; and (e) Client's use of the Product and the Data has been in accordance with these Terms. Licensor shall have no indemnification obligation, and Client shall indemnify Licensor pursuant to these Terms, for claims arising from any infringement resulting from the combination of the Product or Service with any of Client’s products, hardware, software, systems, content or business process(es).
b. Indemnification by Client. To the extent permitted by applicable law, Client agrees to indemnify and hold Licensor and each such party’s parent organizations, subsidiaries, affiliates, directors, employees, attorneys and agents harmless from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (i) Client's access and/or use of the Product, Service or the Data, unless such claims for damages result from the gross negligence or intentional misconduct of Licensor in providing the Product or the Data, or unless Client's authorized use of the Product or the Data has given rise to claims of damages based on the infringement of any copyright or other proprietary right of any third party (except if such infringement relates solely to data supplied by Licensor); (ii) a claim which, if true, would constitute a violation by Client of Client’s representations and warranties; or (iii) a claim arising from the breach by Client or Client’s Users of this Agreement, provided in any such case that Licensor (iv) notifies Client promptly in writing of the assertion of such claim; (v) gives Client sole control over the defense and settlement of the claim (provided that Client may not settle or defend any claim unless Client unconditionally releases Licensor of all liability and such settlement does not adversely affect Licensor’s business or Product); (vi) provides Client with all available data and assistance; and (vii) has not compromised or settled such claim; or (viii) a claim of libel or slander based on Client’s content or communications.
13. CLIENT MENTION
Notwithstanding any other term to the contrary, Brazebee UG may publicly disclose that Customer is a customer of the Brazebee UG Service and may use Customer’s name and logo to identify Customer as a Brazebee UG customer, including on Brazebee UG’s public website. Any use shall be subject to Brazebee UG complying with any written guidelines that Customer may deliver to Brazebee UG regarding the use of its name and logo.
14. JURISDICTION AND DISPUTES
These Terms and the Agreement shall be governed by the laws of the Federal Republic of Germany, without giving effect to its conflicts of law rules and excluding the United Nations Convention on the International Sale of Goods. All disputes hereunder shall be resolved in the applicable courts of Düsseldorf, Germany. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available, to the extent permitted by applicable law.
Any claims arising out of or relating to the Agreement must be brought within one (1) year after the cause of action accrues, unless a longer mandatory statutory limitation period applies.
15. AGREEMENT BINDING ON SUCCESSORS
The Terms and the Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their respective heirs, administrators, successors, and permitted assigns.
16. WAIVER
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of these Terms. Any waiver must be in writing and signed by an authorized representative of the waiving party.
17. SEVERABILITY
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement. The unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect and enforceable.
18. ASSIGNABILITY
The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer or Brazebee UG without the other party’s prior written consent which shall not be unreasonably withheld or delayed, and any such attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, either party may freely assign this Agreement in its entirety, upon notice and without the consent of the other party, to an Affiliate, or its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
19. INDEPENDENT CONTRACTORS
The parties shall be independent contractors under the Terms and the Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose.
20. INTEGRATION
The Terms and SCHEDULE A “Agreement” constitute the entire understanding of the parties, and revoke and supersede all prior agreements between the parties and are intended as a final expression of their Agreement. They shall not be modified or amended except in writing signed by the parties hereto and specifically referring to the Agreement. The Agreement shall take precedence over any other documents that may be in conflict therewith. In witness whereof, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.
21. WRITING
No modification, amendment or waiver of any provision of the Terms and Agreement will be effective unless in writing and signed by both parties hereto. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (other than with regard to capacity licensed, Term, Service, bill to, ship to, pricing) shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void.
22. COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at Client’s request, Client sends certain specific submissions (for example contest entries) or, without a request from Brazebee UG, the Client sends creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), Client agrees that Brazebee UG may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that Client forwards. Brazebee UG is and shall be under no obligation (i) to maintain any comments in confidence; (ii) to pay compensation for any comments; or (iii) to respond to any comments.
Brazebee UG may, but has no obligation to, monitor, edit or remove content that is determined in Brazebee UG’s sole discretion as unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.
Client agrees that comments will not violate any right of any third party, including copyright, trademark, privacy, personality or other personal or proprietary right. Client further agrees that comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website.
23. ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information in the Service that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, services and availability. Licensor reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after Client has submitted the order).
Licensor undertakes no obligation to update, amend, or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website should be taken to indicate that all information in the Service or on any related website has been modified or updated.
24. PERSONAL INFORMATION AND DATA PROTECTION
Licensee’s submission of personal information is governed by Licensor’s Privacy Policy, as amended from time to time.
For purposes of applicable data protection laws (including the General Data Protection Regulation (GDPR)): (i) Client is the controller (or equivalent) of personal data contained in Client’s data that is submitted to or processed through the Service (“Client Personal Data”); and (ii) Brazebee acts as a processor (or equivalent) when processing Client Personal Data on behalf of Client through the Service.
The parties agree that a separate data processing agreement (“Data Processing Agreement” or “DPA”) will apply where required by law and will form part of this Agreement. In the event of conflict between these Terms and the DPA with respect to the processing of personal data, the DPA shall prevail.
Client is responsible for ensuring that it has a valid legal basis for the processing of Client Personal Data through the Service, for providing all necessary notices and obtaining all necessary consents from data subjects, and for ensuring that Client’s configuration and use of the Service complies with applicable data protection laws.
Licensor will implement appropriate technical and organisational measures to protect Client Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, as described in the DPA or other documentation provided by Licensor.
Licensor may retain certain data (including logs and billing information) after termination of the Service to the extent required by law or for legitimate business purposes such as accounting, security and dispute resolution, subject to applicable data protection laws.
25. PROHIBITED USES
a. You will not, and will not attempt to, use the Services to violate any laws or any rights of Brazebee UG or any other person or otherwise misuse or inappropriately use the Services, and will use the Services only in a manner consistent with the Brazebee UG Acceptable Use Policy. The Acceptable Use Policy may change from time to time in our discretion.
b. Outbound Communications and Compliance. Client may use the Service to send communications (including emails and messages) to Client’s end users, prospects, customers or other recipients. Client is solely responsible for determining the lawful basis for such communications and for complying with all applicable laws and self-regulatory rules, including data protection, privacy and anti-spam laws (such as the GDPR, ePrivacy rules and any local implementation thereof). Client represents and warrants that each recipient’s personal data has been collected and is processed in compliance with applicable law, and that Client has provided all required notices and obtained all required consents.
c. Client shall ensure that all communications sent via the Service contain any information and mechanisms required by law, including without limitation accurate sender identification, an imprint where legally required, and a functioning and effective opt-out or unsubscribe mechanism where required.
d. Licensor may monitor aggregate sending patterns and technical indicators (for example bounce rates, spam complaints, block listings) and may throttle, suspend or terminate Client’s access to the Service if Client’s use leads to excessive complaints, bounce rates or other indicators of abuse that, in Licensor’s reasonable opinion, could harm Licensor’s infrastructure, deliverability or reputation, without prejudice to Licensor’s other rights and remedies.
26. ACCOUNT SECURITY
You are responsible for keeping the password that you use to access the Services secure and you agree not to provide your password to any third party. You are responsible for all activity using your account, whether or not authorized by you. Accordingly, you should notify Brazebee immediately of any unauthorized use of your account. You acknowledge that if you wish to protect Your Data when you are transmitting it to Brazebee, it is your responsibility to use a secure encrypted connection to do so.
27. MODIFICATIONS
We may revise these Terms from time to time and the most current version will always be posted on our website. We will notify you of any change (for example via email to the email address associated with your account or by a notification when you sign in or by some other method). By continuing to access or use the Services after revisions become effective, you are agreeing to be bound by the revised Terms. If you do not agree to the new terms, you must stop using the Service from the date the change becomes effective; in that case, the change will not apply to you for any pre-existing, fixed-term SCHEDULE A “Agreement”, but may affect future renewals or new Orders.
28. MISCELLANEOUS
a. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision. The Terms and the Agreement may be executed in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. A facsimile, PDF or any other type of copy of an executed version of this Agreement signed by a party is binding upon the signing party to the same extent as the original of the signed Agreement.
b. Assignment. Licensee may not assign these Terms and the Agreement or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without the prior written consent of Brazebee UG. Brazebee UG may assign the Terms, including all its rights hereunder, without restriction, in accordance with Section 18.
c. Survival. The provisions of the Terms that are intended to survive the termination of the Agreement by their nature will survive the termination of the Agreement, including but not limited to Sections relating to payment, confidentiality, intellectual property, warranties, liability, indemnity, data protection and governing law.
d. Consent to Electronic Communications. By using the Service, Licensee consents to receiving certain electronic communications from Brazebee UG as further described in Brazebee UG’s Privacy Policy. Please read the Privacy Policy to learn more about choices regarding electronic communications practices. Licensee agrees that any notices, agreements, disclosures, or other communications that we send to Clients electronically will satisfy any legal communication requirements, including that such communications be in writing.
e. The Terms, together with the SCHEDULE A “Agreement”, Privacy Policy, Terms of Use Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between Client and Brazebee UG regarding Licensee’s use of and access to the Service, and, except as expressly permitted above, may be amended only by a written agreement signed by authorized representatives of all parties to the Agreement. The failure to require performance of any provision will not affect Brazebee UG’s right to require performance at any time thereafter, nor will a waiver of any breach or default of the Agreement or any provision of the Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in the Terms and the Agreement is for convenience only and will not have any impact on the interpretation of particular provisions. In the event that any part of the Agreement is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Licensee agrees that no joint venture, partnership, employment, or agency relationship exists between Licensee and Brazebee UG as a result of the Agreement or use of the Service.
29. CONTACT INFORMATION
Questions about these Terms of Service should be sent to hello@brazebee.com.