Terms of Service for Cloud Services

§ 1 Introduction

These Terms of Service (“Terms”) subject to deviating agreements set out important rights, obligations and restrictions that apply to all users, especially companies, enterprises, corporations and any other businesses (hereinafter referred to as “Customer” or “Customers”), regarding the use of the application Teamwire as software as a service, including all related, applied and used APIs, clients, servers, services, software and web sites of Teamwire GmbH (the “Services”).

Further these rights, obligations and restrictions apply to any information, text, photos, graphics, multimedia files, locations, links or other materials, that are uploaded, downloaded, sent, received, shared or appearing on the Services (collectively referred to as “Content”) by employees, staff members and employees of Customers (the “Users”).

These terms of service shall not apply to the use of the Services of the Teamwire GmbH on customer-owned equipment or customer-owned hardware (on-premise).
If Customers wish to access or use the Services of Teamwire GmbH, Customers must agree to these Terms, as set out below, and all and any applicable laws regarding the use of the Services. The contractual language is German.

§ 2 Contractual partner / deviating agreements with third parties

The contractual partner of Customers with regard to these Terms is Teamwire GmbH, Tittmoninger Straße 11, D-81679 Munich, Germany (Customer and Teamwire GmbH hereinafter referred to as “the Parties”). Any contractual relationship and/or deviating agreement between Customers and any third party (reseller/retailer) with regard to the Services and any support services related hereto remain unaffected by these Terms.

§ 3 Enterprise License

Unless stipulated otherwise between the Parties, Teamwire GmbH grants for the agreed duration of the contractual term to Customers a worldwide, non-transferable, sublicenseable license to use the application of Teamwire GmbH provided in the framework of the Services on a device possessed or used for the purpose of their business operation or possessed or used by them through entitled Users (herineafter referred to as “Enterprise License”).

The Enterprise License is limited to the number of Users agreed upon by the Parties whereby a User is entitled to use the Services on a maximum of up to three devices or computers, including tablets, for the purpose of gaining access to the user account. The Enterprise License is granted solely for the purpose to enable the use of the Services of Teamwire GmbH in accordance with the provisions of these terms of service.

The Enterprise License does not entitle to use the application on devices which are neither possessed nor used by Customers or which are not possessed or used with Customer’s approval in connection with the exercise of the professional activity. Furthermore, Customers shall not distribute or make available the application in networks, where they can be used simultaneously on multiple devices. Customers shall not replicate, copy, change, rent, lease, lend, sell, distribute or grant sublicenses to the application which go beyond the agreed scope of the license. Customer shall not copy the application or updates of this application or parts thereof (unless expressly permitted by this license), decompile, reverse engineer, disassemble or change, and they shall not attempt to derive the source code or generate derivative works (except to the extent that restrictions of this kind are prohibited under applicable law or to the extent that is permitted in accordance with the license terms to any open sourced components integrated in this application). Any such attempt is a violation of the rights of Teamwire GmbH and its licensors. A violation of any of these restrictions will be prosecuted and is subject to compensation payments.

These provisions for the Enterprise License also apply to any updates and upgrades made available by the Teamwire GmbH and which replace and/or amend the original application, unless such an update or upgrade is subject to a separate license. In such a case, the update or upgrade is subject to the terms of this separate license.

§ 4 Basic Terms

The Customers are responsible for their Users’ use of the Services, for any Content that their Users send and transmit via and/or post to the Services, and for any consequences thereof. The Customers are indented to instruct their Users to only provide and exchange Content that they are comfortable sharing with others under these Terms. The Content the Users submit, post, send or share will be able to be viewed by other Users of the Services.

Customers may use the Services only if they are not barred from receiving services under the laws of Germany or other applicable jurisdiction, and if they can form a binding contract with Teamwire GmbH. Customers may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

The equipment and wireless connections that Users will need to use the Services of Teamwire GmbH shall be provided by Customer at his own expense. Further Customers acknowledge that when they use the Services, their wireless carrier and/or network operator may charge fees for data, messaging and other wireless access (e.g. via 3G, EDGE, Wi-Fi). Customers are required to check with their wireless carrier and/or network operator to verify if any fees apply.

§ 5 Availability of the Services

The Services will be available for use (“system uptime”) 24 hours a day, 365 days a year with a minimum of 99% average availability throughout the year (hereinafter “SLA”). If maintenance work is necessary and if the Services are not available for maintenance reasons, Teamwire GmbH will inform the Customers of this in good time if possible. Disruptions to the Services for maintenance reasons will not be counted as part of SLA time. Teamwire GmbH will not be responsible for internet/network-related downtime and, in particular, for downtime in which the Services cannot be accessed due to technical or other problems outside its area of influence, e.g. Acts of God, fault of third parties.

Teamwire GmbH will not be responsible for internet/network-related downtimes and in particular not for downtimes in which the Services cannot be accessed due to technical or other problems that are outside its area of influence (e.g. Acts of God, third party fault, etc.) or cannot be reached due to errors in the use of the Services or other computer programs (e.g. anti-virus programs or firewalls). If the customer asserts warranty due to the unavailability of the services and it turns out that the cause of the unavailability is not in the Services, Teamwire can demand appropriate remuneration for the inspection and removal of the unavailability.

In case the Parties have agreed upon any support services to be performed by the Teamwire GmbH and with regard to any statutory warranty, occurring errors are consensually classified by the Parties according to the following error categories (EC). Should the Parties reach no unanimous agreement, the Teamwire GmbH decides on the classification in reasonable consideration of the Customers’ interests.

Definition of error categories and response times:

EC	Definition	Response Time
1	Services cannot be used, important functions are not executable or generate data loss or data corruption and this error cannot be circumvented by reasonable organizational tools/means.	Start of process within 4 hours
2	Services are usable only to a limited extent, i.e. not all functions are available, at the same time the usage restriction is not irrelevant and cannot be circumvented/worked around by means of reasonable organizational or other economic tools/means.	Start of process within 6 hours
3	The functions of the Services are available only with limitations.	Start of process within 24 hours
4	Services are fully usable despite occuring problems.	Start of process within 48 hours

The Teamwire GmbH endeavors to eliminate any error in short term and to restore the full functionality of the services. Teamwire GmbH is entitled to instruct third parties to eliminate errors and restore functionability. The restoration (removal or circumvention) is subject to the condition that the error is reported to the Teamwire GmbH or to a third party authorized by Teamwire for acceptance of error reports by Customer. In this respect, the Customer has a duty to cooperate, to provide appropriate information that allow the reconstruction of the error (e.g. screenshots, detailed description of symptoms, etc.).

§ 6 Registration and User Account

Users of the Services register via a user account. The Customers undertake at their own expense and responsibility to make sure that the provided User information is true, complete, correct and up to date. In particular, the Customers ensure and guarantee that

the Services are only available for individuals aged 18 years or older.
Users will not provide false personal information (name, phone number, email address, etc.) on the Services.
without express content, a user account will only be provided for the registered User. Users will not create an account for anyone other than themselves without permission and/or use another person ́s phone number or email address.
Users will keep their account information complete, accurate and up-to-date;
Users will not transfer their account to anyone unless otherwise specifically indicated by Teamwire GmbH. A licence to Users under these Terms is personal and is not transferable to another person or another device unless otherwise expressly provided in these Terms.
if Teamwire GmbH disables the account of a User, the User will not create another account without the permission of Teamwire GmbH.

If Users do not meet the provisions set out or if Teamwire GmbH has reasonable grounds to suspect that, Teamwire GmbH has the right to suspend and/or terminate accounts and to refuse any and all current or future use of the Services.
The Customers are required to provide Teamwire GmbH in good time with any data or information necessary for a proper provision of the Services.

§ 7 Privacy

Teamwire GmbH values the privacy of its Customers and Users. The Privacy Policy of Teamwire GmbH governs the collection and use of personal information. Any information provided by Customers and/or Users to the Services is subject to the Privacy Policy. Customers and/or Users understand that by their use of the Services they agree to the collection and use of this information. This includes the transfer of this information to Germany and/or other countries of the European Union for processing, storage and use by Teamwire GmbH.

Teamwire GmbH may need to provide Users with certain communications as part of providing the Services, such as administrative messages and service announcements. These communications may be considered part of the Services and the accounts of Users, from the receipt of which Users may not be able to opt-out.

Please see the Privacy Policy of Teamwire GmbH for further details with regard to the handling of personal data, data protection and data security.

§ 8 Content of the Services

All Content is the sole responsibility of the person from whom such Content originated. Teamwire GmbH cannot take responsibility for such Content, as it does not monitor or control the Content posted via the Services. Any materials posted via the Services or obtained by Customers and Users through the Services or any use or reliance on any Content is at the risk of Customers and Users.

Teamwire GmbH does not guarantee, represent, support or endorse the accuracy, reliability, completeness or truthfulness of any Content or communications on the Services. Under no circumstances will Teamwire GmbH be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content sent, submitted, posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

§ 9 Restrictions on Content and Use of the Services; Cooperation Obligations

Teamwire GmbH reserves the right at all times (without having an obligation) to remove or refuse to distribute any Content on the Services and to terminate Users or reclaim usernames and/or phone numbers in use. Teamwire GmbH also reserves the right to access, read, preserve, and disclose any information and Content if it is believed to be required in order to

enforce the Terms, including investigation of potential violations hereof,
detect, prevent, or otherwise discover address fraud, security or technical issues
satisfy any applicable law, regulation, legal process or governmental request,
respond to support requests of Users, or protect the rights, property or safety of Teamwire GmbH, Customers, Users and the public.

Customers are obliged to make sure that Users do not misuse the Services, especially that Users may not do any of the following while accessing or using the Services:

intercept or monitor, damage or modify any communication which is not intended for Users;
send any unsolicited communication not permitted by applicable law;
expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way;
use the Services to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party;
submit material or Content that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
use any material or Content that is subject to any third party proprietary rights, unless the Users and/or Customers have a license or permission from the owner of such rights
access, tamper with, or use non-public areas of the Services, Teamwire GmbH’s computer systems, or the technical delivery systems of Teamwire GmbH’s providers;
access or search or attempt to access or search the Services by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by Teamwire GmbH (and only pursuant to those terms and conditions), unless Customers have been specifically allowed to do so in a separate agreement with Teamwire GmbH;
forge any TCP/IP packet header or any part of the header information in any message, email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or
interfere with, or disrupt, (or attempt to do so), the access of Users, host or network, including, without limitation, sending a virus, worm, trojan-horse, overloading, flooding, spamming, mail-bombing the Services, by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services, or by any other codes or instructions that are de- signed to distort, delete, damage or disassemble the Services.

Customers ensure to take commercially reasonable precautious measures to protect their property, like any hard-/software or data, against

viruses, inferences, hacking or other security intrusions,
loss, theft or misuse,
unauthorised access, use or alteration of the transmission or Content.

Customers agree to immediately inform Teamwire GmbH about any detected or suspected breach of security or unauthorised use of the accounts of Users and/or phones, devices or computers, which Users use to access their account.

§ 10 Rights of Customers and Users / Customer License

Customers and/or Users retain their rights to any Content they submit, send, transmit, post or display on or through the Services. By voluntarily submitting, sending, transmitting, posting or displaying Content on or through the Services, Customers and/or Users grant Teamwire GmbH a worldwide, non-exclusive, royalty-free license (including the right to sublicense) to process, use, transmit, distribute, copy, reproduce, adapt, modify, publish and display such Content in any and all media or distribution methods (now known or later developed), provided it is necessary for the performance of the Services. This license authorizes Teamwire GmbH to make text, group, multimedia, status update and location messages available to the people and groups chosen by Users, and to let others do the same. This license is independent from Teamwire GmbH’s data protection obligation.

This license includes the right for Teamwire GmbH to make such Content available to other companies, organizations or individuals that collaborate with Teamwire GmbH to provide the Services to Customers and Users. These companies, organizations or individuals may syndicate, broadcast, distribute or publish such Content on other media and services, subject to the Terms for such Content use, provided that is necessary for the performance of the Services. Further Customers agree that such additional uses by Teamwire GmbH, or other companies, organizations or individuals who partner with Teamwire GmbH, may be made with no compensation paid to Customers and/or Users with respect to the Content that Users send, submit, transmit, post or otherwise make available through the Services.

Content may be modified in order to

send, transmit, display or distribute Content over computer and/or wireless networks and in various media and/or
conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

Teamwire GmbH will not be responsible or liable for any use of Content in accordance with these Terms. Customers are responsible for their use of the Services, for any Content they provide, and for any consequences thereof, including the use of their Content by other Users and third party partners. Customers represent and warrant that they and/or Users have all the rights, power and authority necessary to grant the rights granted herein to any Content that they submit.

Teamwire GmbH reserves the right to use the Customer as a reference for marketing or promotional purposes on the website and in other communication with existing or potential Customers of Teamwire GmbH. For example, we might list the Customer on our webpage under a list of references. We don’t want to list Customers who don’t want to be listed, so Customers may send an email to feedback@teamwire.eu stating that they do not wish to be used as a reference.

§ 11 Rights of Teamwire GmbH

All rights, title, and interest in and to the Services (excluding Content provided by Customers and/or Users) are and will remain the exclusive property of Teamwire GmbH and its licensors. The Services are protected by copyright, trademark and other intellectual property rights of both Germany and foreign countries.

The Teamwire name or any of the Teamwire trademarks, logos, emblems, domain names, and other distinctive brand features must not be copied for commercial use or distribution, nor may these objects be modified or reposted to other sites. Nothing in the Terms gives a right to use these objects for commercial use. In addition, these objects may not be used in connection with any product or service that is not Teamwire GmbH’s, in any manner that is likely to cause confusion among Customers, or in any manner that disparages or discredits Teamwire GmbH.

The Services may also contain material that is subject to the copyright, trademark and other intellectual property rights of their providers. All trademarks, copyrights and other intellectual property rights not owned by Teamwire GmbH or any of its related companies that appear on the Services are the property of their respective owners.

Teamwire GmbH will be free to use any feedback, comments, or suggestions Customers and/or Users may provide regarding Teamwire GmbH or the Services as fit is seen and without any obligation to Customers and/or Users. Such feedback, comments or suggestions Customers and/or Users may provide are entirely voluntary.

§ 12 Copyright Policy

Teamwire GmbH respects the intellectual property rights of others. Customers of the Services are requested to do likewise, and to instruct their Users to do likewise. Teamwire GmbH will respond to notices of alleged copyright infringement or other intellectual property right infringement given that such notices comply with applicable law and are properly provided to Teamwire GmbH.

If Customers or Users believe that their Content has been copied or used in a way that constitutes copyright infringement, or if any other of their intellectual property rights have been otherwise violated, please provide Teamwire GmbH with the following information:

personal contact information, including address, telephone number, and an email address;
description of the copyrighted work or other intellectual property claimed to have been infringed;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Teamwire GmbH to locate the material;
a statement that there is good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
a physical or electronic signature of the copyright owner or the owner of another intellectual property right or a person authorized to act on their behalf; and
a statement that the information in the notification is accurate, and, under penalty of perjury, that Customers and/or Users are authorized to act on behalf of the copyright owner.

Teamwire GmbH reserves the right to remove alleged infringing Content at its sole discretion and without prior notice. If a User is determined to be a repeat infringer, Teamwire GmbH will also terminate the respective user account. The contact for notice of alleged copyright or other intellectual property infringement appearing on the Services is:

Teamwire GmbH, Tittmoninger Strasse 11, 81679 Munich, Germany, Email: legal (at) teamwire (dot) eu

§ 13 Links to Third Party Applications and Services

The Services may contain links to third-party websites, applications or resources. Links to such websites, applications or resources do not imply any endorsement by Teamwire GmbH of such websites, applications or resources or the content, products, or services available from such websites, applications or resources. Customers acknowledge, agree and point out to the Users that Teamwire GmbH is not responsible or liable for

the availability or accuracy of such websites, applications or resources or
the content, products, or services on or available from such websites, applications or resources.

Customers acknowledge their sole responsibility for and assume all risk arising from their use of any such websites, applications or resources.

§ 14 Payment and Invoicing

Payment for using the Services is made in accordance with the invoicing and license model selected by Customers in the order form, and is based on the prices and runtimes applying for the Services when the agreement is signed. Charges are due at the beginning of the runtime. If the contractual relationship is extended for another runtime, the charges will be due again at the beginning of the new runtime.

If the consumer price index for Germany published by the Federal Statistical Office (2015 = 100) increases or decreases by more than 5 percentage points compared to the consumer price index applicable at the time the contract was concluded or the last adjustment, each party is entitled to request in text form an adjustment of the remuneration according to the percentage change in the consumer price index. The new remuneration is deemed to be agreed from the calendar month following the requested change by one of the parties.

Customers may only offset invoices against legally determined or undisputed claims or right of retention. Customers may only assign claims arising from this agreement with the written consent of Teamwire GmbH.

If Customers are in arrears with their payment obligations, Teamwire GmbH will be entitled to block access to the Services. If Customers are in arrears with their payment obligation to a considerable extent, Teamwire GmbH will be entitled to terminate the agreement without notice. A considerable amount is defined as the amount of one payment. In this case, Customers will remain obliged to make these payments.

The amount of damage is to be set higher or lower, if Teamwire GmbH or Customers are able to prove greater or lesser damage.

Teamwire GmbH reserves the right to assert further claims for default of payment.

§ 15 Duration and Termination

The contractual relationship between Customers and Teamwire GmbH is subject to the agreed term of the runtime. At the end of the runtime the contractual relationship is automatically extended for 12 months, unless the Customer or the Teamwire GmbH terminates within a period of two weeks prior to the agreed end of the runtime.

The Customers may terminate the contract anytime with two weeks’ notice to the end of a month. The Customers’ right to terminate the contract for good cause shall remain unaffected therefrom. Reimbursement of already-paid fees for the current runtime is not possible.

If the form and nature of Services subject to charge changes, or if a Service subject to charges ceases to be offered, Teamwire GmbH may terminate the contract at the end of the runtime with immediate effect.

Teamwire GmbH may terminate the contract at any time for good cause and with immediate effect, if

Customers violate or fail to comply with the obligations under these Terms, and if Customers do not remedy such violation or non-compliance in spite of Teamwire GmbH’s given notice to this event within a reasonable time-limit as well as
there is a substantial violation of contract on the part of the customer holding to the contract is no longer reasonable for the Teamwire GmbH.

Each termination must be made in writing to become effective. Sending the termination by e-mail complies with the requirement of written form.

Upon termination of the contract by Customers or Teamwire GmbH, Customers shall cease all use of the Services and destroy all copies full or partial of the licensed application.

§ 16 Limitation of Liability

The Teamwire GmbH is not liable for any damage caused due to simple negligence in connection with the fulfilment of the contractual obligations or caused by power failures. This does not apply for a breach of a material contractual obligation by Teamwire GmbH due to simple negligence; in this case, the degree of liability is limited to restitution for calculable damages, as per standard contract provisions. Material contractual obligations are obligations which are essential to achieve the purpose of the agreement and on which Customer may reasonably rely. Except for intentional or grossly negligent misconduct the Teamwire GmbH (or subsidiary companies, affiliates, suppliers or subcontractors of Teamwire GmbH) does not assume any liability for incidental, side, consequential or special damage, punitive damages, lost profits, loss or destruction of data, or for any other indirect damage, regardless of whether such liability is based on contract, tort, or on claims arisen otherwise. Limitation of liability does not apply to

damage from injury of life, body or health, and
legal claims according to the German Product Liability Act.

In case of contributory negligence of the Customer, the liability for damages shall be determined according to the principles of contributory negligence pursuant to sec. 254 of the German Civil Code (BGB).

§ 17 Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply.

§ 18 Waiver and Severability

The failure of Teamwire GmbH to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

§ 19 Applicable Law and Jurisdiction

Teamwire GmbH and the Customer agree to the sole application of the laws of Germany excluding the UN Convention on Contracts for the International Sale of Goods as well as excluding the legal conventions of other countries.

If the Customer’s general legal venue is not in Germany, all claims, legal proceedings or litigation arising in connection with the Services will be brought solely in Munich, Germany.

§ 20 Entire Agreement and Amendments

It is hereby objected to any of the Customers’ general terms and conditions. The present terms of service replace the common end User license agreement of third party providers, such as Apple Inc. or Google Inc.

Where appropriate, the present terms of services may be renewed or changed by the Teamwire GmbH without indication of any reason. The Customers will be informed in writing or via email on amended terms two weeks prior to their effectiveness. The latest version is available at http://www.teamwire.eu/terms. If Customers do not raise any objections within two weeks after the announcement of the revised terms and continue to use the Services of the Teamwire GmbH after the amended terms came into force, the amended terms shall be deemed accepted. Teamwire GmbH will make Customer aware that his silence will be deemed as acceptance to the amended terms when Teamwire GmbH informs Customer about the amendment of the Terms.

The official language of these terms of service for all purposes is German.

§ 21 Special Provisions for Free Services

If the Teamwire GmbH provides free of charge versions or demo or trial versions, the following provisions apply:

The Teamwire GmbH reserves itself the right to introduce compulsory costs for individual services. In this case the Teamwire GmbH will inform the Customers as soon as possible. A fee is demanded only after the consent of the Customer. Access to the Services as well as their use is at the Customers’ own risk. Customers acknowledge and agree that the Services are provided “AS IS” and “AS AVAILABLE”. Without limitation of the foregoing, the TEAMWIRE GMBH ASSUMES NO EXPLICIT OR IMPLIED WARRANTY OR LIABILITY WITH RESPECT TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR LEGAL CONFORMITY. The Teamwire GmbH does not assume any warranty and disclaims all responsibility and liability for the completeness, accuracy, accessibility, availability, timeliness, quality, performance, delivery, security or reliability of the services or their content. The Teamwire GmbH does not guarantee that the services will meet all Customer requirements or that the Services will function smoothly safely and correctly at all times.

Aforesaid does not apply for damage arising from injury to life, body or health as well as for damage due to a grossly negligent breach of duty by the Teamwire GmbH.

The Teamwire GmbH may remove free services without prior notice for an indefinite period of time. The availability of Services may be restricted for technical reasons (maintenance, interruptions, faults). The Customers acknowledge that the availability of the Services may be restricted also due to inevitable software errors.

Unless stipulated otherwise, the Customer enters into an unlimited contractual relationship with the Teamwire GmbH by using free services. Customers can terminate in writing (e.g. by letter, e-mail) the contractual relationship at any time without indication of reasons or terminate it by deleting the user account. Upon termination in writing the contractual relationship ends three days after receipt of the notice.

In case of discontinuation of a free service of Teamwire GmbH or in case of introduction of an obligation to pay for services which were previously free of charge, the Teamwire GmbH is entitled to terminate the contract with immediate effect.

Unless stipulated otherwise in the foregoing, the remaining provisions of the terms of use shall apply.

Terms of Service for On-Premise Services

§ 1 Introduction

These Terms of Service (“Terms”) subject to deviating agreements set out important rights, obligations and restrictions that apply to all users, especially companies, enterprises, corporations and any other businesses (hereinafter referred to as “Customer” or “Customers”), regarding the use of the application Teamwire on Customer-owned equipment or Customer-owned hardware (On-Premise), including all related, applied and used APIs, clients, servers, services, software and web sites of Teamwire GmbH (the “Contractual Software”).

These terms of service shall not apply to the use of the Contractual Software as software as a service (Private Cloud).

In order to use the Contractual Software, the Customers must agree to be bound by these Terms, as set out below, and all and any application laws regarding the use of the Contractual Software. The contractual language is German.

§ 2 Contractual Partner / deviating agreements with third parties

The contractual partner of Customers with regard to these Terms is Teamwire GmbH, Tittmoninger Straße 11, D-81679 Munich, Germany (Customer and Teamwire GmbH hereinafter referred to as “the Parties”). Any contractual relationship and/or deviating agreement between Customers and any third party (reseller/retailer) with regard to the purchase and the delivery of the Contractual Software and any support services related hereto remain unaffected by these Terms.

§ 3 Enterprise License

Unless stipulated otherwise between the Parties, Teamwire GmbH grants for the agreed duration of the contractual term to Customers a worldwide, non-transferable license sublicensable to staff members and employees of the Customer (hereinafter referred to as “User”) to use the Contractual Software on the equipment or hardware of the Customer for internal use (hereinafter referred to as “Enterprise License”). In case of a Subscription License, the license shall be granted for the agreed term of the contract, in case of a Perpetual License, the license shall be granted without time restriction.

The Enterprise License is limited to the number of Users agreed upon by the Parties whereby a User is entitled to use the Contractual Software on a maximum of up to three devices or computers, including tablets. The Enterprise License is granted solely for the purpose to enable the use of the Contractual Software in accordance with the provisions of these terms of service.

The Enterprise License does not entitle to use the Contractual Software on devices which are neither possessed nor used by Customers or which are not possessed or used with Customers’ approvals in connection with the exercise of the professional activity. Furthermore, Customers shall not distribute or make available the Contractual Software in networks, where they can be used simultaneously on multiple devices. Customers shall not replicate, copy, change, rent, lease, lend, sell, distribute or grant sublicenses to the Contractual Software which go beyond the agreed scope of the license. Customer shall not copy the Contractual Software or updates of this Contractual Software or parts thereof (unless expressly permitted by this license), decompile, reverse engineer, disassemble or change, and they shall not attempt to derive the source code or generate derivative works (except to the extent that restrictions of this kind are prohibited under applicable law or to the extent that is permitted in accordance with the license terms to any open sourced components integrated in this application). Any such attempt is a violation of the rights of Teamwire GmbH and its licensors. A violation of any of these restrictions will be prosecuted and is subject to compensation payments.

These provisions for the Enterprise License also apply to any updates and upgrades made available by the Teamwire GmbH and which replace and/or amend the original Contractual Software, unless such an update or upgrade is subject to a separate license. In such a case, the update or upgrade is subject to the terms of this separate license.

§ 4 Basic Terms

The Customers are responsible for their Users’ use of the Contractual Software, for any Content that their Users send and transmit via and/or post to the services, and for any consequences thereof. The Customers are indented to instruct their Users to only provide and exchange Content that they are comfortable sharing with others under these Terms. The Content the Users submit, post, send or share will be able to be viewed by other Users of the Contractual Software.

The equipment and wireless connections that Users will need to use the Contractual Software shall be provided by Customer at his own expense. Further Customers acknowledge that when they use the Contractual Software, their wireless carrier and/or network operator may charge fees for data, messaging and other wireless access (e.g. via 3G, EDGE, Wi-Fi). Customers are required to check with their wireless carrier and/or network operator to verify if any fees apply.

§ 5 Delivery

Unless agreed otherwise between the Parties, the Contractual Software shall be delivered at the latest thirty (30) days from the date of the conclusion of the contract.

§ 6 Guarantee/Response Times

Teamwire GmbH shall not be liable for deficiencies which are due to the Contractual Software being used in a hardware or software environment which is not suitable for the requirements of the Contractual Software or for incorrectly using the Services or other computer programs (e.g. anti-virus programs or firewalls) or for amendments or modifications which the Customer conducted on the Contractual Software without being either legally entitled or having prior written consent of the Teamwire GmbH. Moreover, Teamwire GmbH shall not be liable for any deficiencies of the Contractual Software present at the date of conclusion of the contract if the Teamwire GmbH is not responsible for this initial deficiency.

If the customer asserts warranty rights and it turns out that the cause of the defect is not in the contractual software, Teamwire can demand appropriate remuneration for the inspection and removal of the defect.

In case the Parties have agreed upon any guarantees, the Teamwire GmbH shall be entitled to perform the guarantee in the locations of the Customer. The Teamwire GmbH is entitled to have the guarantee provided by a third party. The Teamwire GmbH satisfies its obligation of rectification by making available by itself or by a third party authorized by the Teamwire GmbH on its homepage for download updates provided with an automatic installation routine and offers to the Customer telephone support to solve possibly occurring installation problems.

Definition of error categories and response times:

EC	Definition	Response Time
1	Services cannot be used, important functions are not executable or generate data loss or data corruption and this error cannot be circumvented by reasonable organizational tools/means.	Start of process within 8 hours
2	Services are usable only to a limited extent, i.e. not all functions are available, at the same time the usage restriction is not irrelevant and cannot be circumvented/worked around by means of reasonable organizational or other economic tools/means.	Start of process within 12 hour
3	The functions of the Services are available only with limitations.	Start of process within 48 hours
4	Services are fully usable despite occuring problems.	Start of process within 96 hours

The Teamwire GmbH endeavors to eliminate any error in short term and to restore the full functionality of the services. The restoration (removal or circumvention) is subject to the condition that the error is reported to the Teamwire GmbH or to a third party authorized by Teamwire GmbH to accept error reports by Customer. In this respect, the Customer has a duty to cooperate, to provide appropriate information that allows the reconstruction of the error (e.g. screenshots, detailed description of symptoms, etc.).

Depending on the error classification and the urgency, the processing of the report starts usually within the above-mentioned times starting with the reporting of the error by the Customer. For determining the response times it will be exclusively referred to the ordinary business hours (09:00 a.m. to 5:00 p.m., Monday to Friday, except public holidays in Bavaria), i.e. in case of reporting at 4:30 p.m., the reaction time starts for half an hour on the day of the report and continues on the next working day at 09:00 a.m. With regard to the determination of the response time, the times of the time zone at the registered office of the Teamwire GmbH shall apply.

Should there exist a support agreement between the Parties, this support agreement shall remain unaffected from this provision.

§ 7 Duty to Examine

The Customer shall without delay examine the Contractual Software during initial operation with regard to obvious deficiencies and to inform Teamwire GmbH of the deficiencies without delay. Otherwise, any guarantee granted by Teamwire GmbH for such deficiencies shall be excluded. The same applies if such a deficiency is detected at a later time. Sec. 377 German Commercial Act shall apply. The Customer is obliged to immediately inform Teamwire GmbH on deficiencies of the Contractual Software upon their discovery in writing. In case of material defects, this shall be made by describing time of occurrence of the deficiency and the detailed circumstances.

§ 8 Security Measures / Audit Entitlement

Customers ensure to take commercially reasonable precautions to protect their property, like any hard-/software or data, against

viruses, inferences, hacking or other security intrusions,
loss, theft or misuse,
unauthorised access, use or alteration of the transmission or Content.

The Customer shall enable the Teamwire GmbH upon request to examine the proper use of the Contractual Software, in particular with respect to its qualitative and quantitative use in the scope of the license acquired by the Customer, in particular only on one installation location and for the intended number of users. For this, the Customer shall grant information to the Teamwire GmbH, as well as grant access to relevant documents and enable an examination of the used hardware and software environment by the Teamwire GmbH or by an audit company designated by the Teamwire GmbH and acceptable for the Customer. The Teamwire GmbH shall be entitled to conduct the examination at the location of the Customer during ordinary business hours or have it conducted by third parties which are obliged to secrecy. The Teamwire GmbH shall take care that the business operations of the Customer are affected as little as possible by its on-site activity. If the examination results in an exceedance of the acquired licenses for the number of users by more than 5% (five percent) or in another non-contractual use, the Customer shall bear the costs for the examination; otherwise the costs shall be borne by the Teamwire GmbH.

§ 9 Confidentiality

“Confidential information” means any information and documentation of the respective other Party which is marked as confidential or which is considered due to the circumstances as confidential, in particular information on business operations, business relationships and knowhow.

The Parties agree to keep confidential information also after termination of the agreement confidential. From this obligation such information is excluded

which evidently was known to the recipient at the time of conclusion of the contract or which became known from a third party without a confidentiality agreement, statutory regulations or regulations by authorities being violated;
which was known to the public at the time of conclusion of the contract or which were made available to the public after the conclusion of the contract, unless this publication is subject to a violation of this agreement;
which must be disclosed due to statutory obligations or upon order of the court or an authority. To the extent admissible and possible, the recipient obliged to disclose the information shall inform the respective other Party in advance and give this Party the opportunity to act against the disclosure.

The Parties shall grant access to confidential information only to such persons that are bound to professional secrecy or on that were imposed obligations corresponding to the confidentiality obligations of this contract. Furthermore, the Parties shall only disclose confidential information to such employees that require to know such confidential information in order to perform under this agreement and shall bind these employees to secrecy also for the time after their leave in a scope admissible in accordance with labour law regulations.

§ 10 Rights of Teamwire GmbH

All rights, title, and interest in and to the services (excluding Content provided by Customers and/or Users) are and will remain the exclusive property of Teamwire GmbH and its licensors. The services are protected by copyright, trademark and other intellectual property rights of both Germany and foreign countries.

The services may also contain material that is subject to the copyright, trademark and other intellectual property rights of their providers. All trademarks, copyrights and other intellectual property rights not owned by Teamwire GmbH or any of its related companies that appear on the services are the property of their respective owners.

Teamwire GmbH will be free to use any feedback, comments, or suggestions Customers and/or Users may provide regarding Teamwire GmbH or the services at his sole discretion and without any obligation to Customers and/or Users. Such feedback, comments or suggestions Customers and/or Users may provide are entirely voluntary.

§ 11 Links to Third Party Applications and Services

The services may contain links to third-party websites, applications or resources. Links to such websites, applications or resources do not imply any endorsement by Teamwire GmbH of such websites, applications or resources or the content, products, or services available from such websites, applications or resources. Customers acknowledge, agree and point out to the Users that Teamwire GmbH is not responsible or liable for

the availability or accuracy of such websites, applications or resources or
the content, products, or services on or available from such websites, applications or resources.

Customers acknowledge their sole responsibility for and assume all risk arising from their use of any such websites, applications or resources.

§ 12 Payment and Invoicing

Payment for using the services is made in accordance with the invoicing and license model selected by Customers in the order form, and is based on the prices and runtimes applying for the services at the date pf the conclusion of the contract.

In case the Enterprise License is a Subscription License, payment is due in advance depending on the invoicing model on the 3rd weekday of each month / on the 3rd weekday of each year for the respective month / the respective year, unless otherwise agreed. If the contractual relationship is extended for another runtime, the charges will be due again at the beginning of the new runtime according to the respective invoicing model.

In case the Enterprise License is a Perpetual License, payment is due upon conclusion of the contract, unless otherwise agreed.

Customers may only offset invoices against legally determined or undisputed claims or right of retention. Customers may only assign to third parties claims arising from this agreement with the written consent of Teamwire GmbH. If the consumer price index for Germany published by the Federal Statistical Office (2015 = 100) increases or decreases by more than 5 percentage points compared to the consumer price index applicable at the time the contract was concluded or the last adjustment, each party is entitled to request in text form an adjustment of the remuneration according to the percentage change in the consumer price index. The new remuneration is deemed to be agreed from the calendar month following the requested change by one of the parties.

§ 13 Duration and Termination of a Subscription License

The Customers may terminate the contract anytime with two weeks notice to the end of a month. The Customers’ right to terminate the contract for good cause shall remain unaffected therefrom. Reimbursement of already-paid fees for the current runtime is not possible.

If the form and nature of services subject to charge changes, or if a service subject to charge ceases to be offered, Teamwire GmbH may terminate the contract at the end of the runtime with immediate effect.

Teamwire GmbH may terminate the contract at any time for good cause and with immediate effect, if

Customers violate or fail to comply with the obligations under these Terms, and if Customers do not remedy such violation or non-compliance in spite of Teamwire GmbH’s given notice to this event within a reasonable time-limit as well as
there is a substantial violation of contract on the part of the customer holding to the contract is no longer reasonable for the Teamwire GmbH.

Each termination must be made in writing to become effective. Sending the termination by e-mail complies with the requirement of written form.

Upon termination of the contract by Customers or Teamwire GmbH, Customers shall cease all use of the services and destroy all copies full or partial of the licensed application.

§ 14 Limitation of Liability

The Teamwire GmbH is not liable for any damage caused due to simple negligence in connection with the fulfilment of the contractual obligations or caused by power failures. This does not apply for a breach of a material contractual obligation by Teamwire GmbH due to simple negligence; in this case, the degree of liability is limited to restitution for calculable damages, as per standard contract provisions. Material contractual obligations are obligations, which are essential to achieve the purpose of the agreement and on which the Customer reasonably relies. Except for intentional or grossly negligent misconduct the Teamwire GmbH (or subsidiary companies, affiliates, suppliers or subcontractors of Teamwire GmbH) does not assume any liability for incidental, side, consequential or special damage, punitive damages, lost profits, loss or destruction of data, or for any other indirect damage, regardless of whether such liability is based on contract, tort, or on claims arisen otherwise. Limitation of liability does not apply to

damage from injury of life, body or health, and
legal claims according to the German Product Liability Act.

§ 15 Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply.

§ 16 Waiver and Severability

§ 17 Applicable Law and Jurisdiction

If the Customer’s general legal venue is not in Germany, all claims, legal proceedings or litigation arising in connection with the services will be brought solely in Munich, Germany.

§ 18 Entire Agreement and Amendments

Where appropriate, the present terms of service may be renewed or changed by the Teamwire GmbH without indication of any reason. The Customers will be informed on amended terms two weeks prior to their effectiveness. The latest version is available at http://www.teamwire.eu/terms. If Customers do not raise any objections within two weeks after the announcement of the amended terms and continue to use the services of the Teamwire GmbH after the amended terms came into force, the amended terms shall be deemed accepted. Teamwire GmbH will make Customer aware that his silence will be deemed as acceptance to the amended terms when Teamwire GmbH informs Customer about the amendment of the Terms.