Terms of Service Agreement
Last Updated: October 2, 2017
Terms of Service Agreement (hereinafter referred to as “Agreement”) is between you and Ogulo GmbH, Europa-Center, Tauentzienstr. 9-12, 10789 Berlin, Germany. (hereinafter referred to as “Ogulo”, “we” or “us”). If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Customer” or “you” means your company, and you are binding your company to this Agreement. Ogulo may modify this Agreement from time to time.
You indicate your agreement to this Agreement by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.
This Agreement applies to the use and access of client software solutions, hosted or cloud based solutions, mobile solutions (Apps), websites, any related support and maintenance services as well as hardware products sold by Ogulo (hereinafter referred to as “Services”).
Deviations from our Agreement shall only be deemed as agreed if expressly confirmed in writing by us. Other terms and conditions shall not become part of the contract between us and the customer even if we do not expressly object to those terms and conditions.
We are not responsible for services provided by third parties which you access via Ogulo. This also applies to social networks, CRM’s, CMS’s and Portals. In these cases, the terms and conditions of the respective provider apply.
You may need to register for an Ogulo account in order to place orders or access or receive any Products. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.
Fees and Payments
You agree to pay to Ogulo any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for that Service. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
Some of our Services are billed on a subscription basis (hereinafter referred to as “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal by contacting our customer support team. You may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
You authorize Ogulo or its third-party payment processors to bill you in advance in accordance with the payment terms.
Unless otherwise stated, you are responsible for any taxes or duties associated with the purchase of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay Ogulo for the Services without any reduction for Taxes. If Ogulo is obliged to collect or pay Taxes, the Taxes will be invoiced to you.
Ogulo may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Ogulo will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.
Only the specific individuals for whom you have paid the required fees and whom you designate through the applicable Service (“Authorized Users”) may access and use the Service. Some Services may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Authorized Users may be you or named employees. You may increase the number of Authorized Users permitted by placing a new Order.
In all cases, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for compliance with this Agreement by all Authorized Users.
Ogulo grants you a non-exclusive right to access and use the Services during the applicable Subscription Term in accordance with this Agreement. If Ogulo offers client software (e.g., a desktop or mobile application) for any Service, you may use such software solely with the Service, subject to the terms and conditions of this Agreement. You acknowledge that we may make changes to the Services from time to time.
The Software includes code and libraries licensed to us by third parties, including open source software.
You must ensure that all Authorized Users keep their user IDs and passwords for the Services strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify Ogulo of any unauthorized use of which you become aware.
“Your Data” means any data, content, video, images or other materials of any type that you upload, submit or otherwise transmit to or through our Services. You will retain all right, title and interest in and to Your Data in the form provided to Ogulo. Subject to the terms of this Agreement, you hereby grant to Ogulo a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Service to you and (b) for Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Service. Ogulo may also access your account in order to respond to your support requests.
You must ensure that your use of Ogulo Services and all Your Data is at all times compliant with all applicable local, state, federal and international laws and regulations.
We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.
We may offer certain Services to you at no charge, including free accounts, trial use (“No-Charge Services”). Your use of No-Charge Services is subject to any additional terms that we specify and is only permitted for the period designated by us. We may terminate your right to use No-Charge Services at any time and for any reason in our sole discretion, without liability to you. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Services, including any Support and Maintenance, warranty, and indemnity obligations.
Except as otherwise expressly permitted in this Agreement, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Services to a third party, (b) use the Services for the benefit of any third party, (c) incorporate any Services into a product or service you provide to a third party, (d) circumvent mechanisms in the Services intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Product, or (g) publicly disseminate information regarding the performance of the Services.
Subscriptions & Cancellation
Monthly with annual contract subscriptions
Subscribing on a monthly basis with an annual contract means that you are committing to a 12-month contract. Your credit card will be charged, each month, on a recurring basis on the anniversary date of your subscription, for a period of 12 months. The contract will be automatically renewed if not canceled with written notice sent to firstname.lastname@example.org at least two months prior to the expiration date of the contract.
If you choose to cancel your Subscription your credit card will be charged three-month penalty fee. You will continue to have access to the Service through the penalty period for which you are charged. Monthly with annual contract subscriptions are only available to subscribers paying by credit card. If the credit card expires during the subscription term, the account will be suspended until a new credit card is provided. Please note that subscriptions are non-refundable.
Subscribing on a yearly basis with an annual contract means that you are committing to a 12-month contract. Your credit card will be charged, each year, on a recurring basis on the anniversary date of your subscription, for a period of 1 year. The contract will be automatically renewed if not canceled with written notice sent to email@example.com at least two months prior to the expiration date of the contract.
Suspension and Termination of Services
If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or (b) a refund is required by law.
Ogulo may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. Ogulo may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after Ogulo has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, Ogulo may limit or suspend the Services to you if you fail to comply with these Terms, or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
We strive to provide great Services, but there are certain things that we can’t guarantee. ALL SERVICES ARE PROVIDED “AS IS,” AND OGULO AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. OGULO SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF OGULO. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER OGULO NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SERVICES OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICES (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL OGULO, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT OGULO HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO OGULO FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION. Some states don’t allow the types of limitations in this paragraph, so they may not apply to you.
We may identify you as an Ogulo customer in our promotion activities. You may request that we stop doing so by submitting an email to firstname.lastname@example.org at any time. Please note that it may take us up to 30 days to process your request.
Improving Our Services
The contract is exclusively concluded in German. Contract language is German. In case of doubt the German version shall prevail.
These Terms constitute the entire agreement between you and Ogulo with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights.
Waiver, Severability & Assignment
Ogulo’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Ogulo may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
We may revise these Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, or posting on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.