Terms of use

These Terms of Use of Scompler Technologies GmbH, Rablstr. 37, 81669 Munich ("Provider" or "Scompler Technologies GmbH") govern the paid use of the "Scompler" software via the Internet ("Service" or "Scompler"). Scompler is a content marketing tool that enables customers to manage the entire strategic content marketing process, from strategy development to topics and editorial planning to publishing and analysis.

The contractual relationship regarding the use of the service shall be governed exclusively by these Terms of Use in the version applicable at the time the respective order is placed, unless the contracting parties agree otherwise in writing. The customer's general terms and conditions or contractual conditions shall only become part of the contract if the provider expressly agrees to them in writing.

A contract for the use of Scompler is generally concluded when

1. the customer makes an offer to the provider by filling out the registration form on the websitescompler.com, agreeing to these terms of use, and sending this information to the provider by clicking the "Send" button, and
2. the provider expressly accepts this offer from the customer by e-mail or activates the customer's access to the service.

After submitting their registration in accordance with Section 2.1 a), the customer will receive an automatically generated confirmation email from Scompler Technologies GmbH confirming receipt of the registration. This automated email does not constitute acceptance of the customer's offer and has no legal consequences.

The customer uses the service via the Internet browsers specified in the service description. The provider provides the service up to the Internet connection of the data center in which the service is operated ("transfer point"). The customer is responsible for the Internet connection from the transfer point to the customer. The customer can only use the service if he has a sufficiently powerful Internet connection. The required bandwidth depends on the intensity of use and the customer's data volume.

The customer may use the service simultaneously on up to the number of workstations specified during registration or subsequently adjusted. If the customer exceeds this permissible number, they must pay an additional fee in accordance with the current unit price of a user license. The customer may purchase additional usage rights at any time for an additional fee. The additional fee is based on the current unit price of a user license, which can be found atscompler.com.

Scompler offers customers the option of storing data on the storage space set up for them by the provider, which they can access via the service. The amount and size of the data is based on the fair use principle. In the event of excessive use, particularly of video files, the provider is entitled to restrict storage usage or to demand additional compensation in line with market conditions.

The customer may only store permitted data on the storage space (see Section 9.1).

The service is available at least 99.5% of the time on average per calendar month ("availability"). Availability applies to the service as a whole, not to individual functions. Higher availability is possible by concluding separate SLAs ("Service Level Agreements") for a fee. If maintenance work is necessary and the service is therefore unavailable, Scompler will inform the customer of this at least 48 hours in advance, if possible. Maintenance work is usually carried out between midnight and 4 a.m. Service outages due to maintenance work are not counted toward availability, provided they do not exceed two hours per month.

Unless otherwise agreed in the contract, a contract for the use of Scompler ("user agreement") can be terminated on a daily basis.

Partial terminations for individual users are possible at any time.

The right to terminate for good cause remains unaffected. Good cause for Scompler Technologies GmbH exists in particular in the following cases:

1. The customer is in arrears with payment for more than two months.
2. The customer is in material breach of the contractual agreements, in particular these Terms of Use, and does not remedy the breach within a reasonable period of time after receiving a warning from Scompler Technologies GmbH.

If the provider terminates the contract for good cause due to a breach of duty by the customer, it shall retain the right to the agreed remuneration up to the point in time at which the customer could have terminated the contract in accordance with the terms and conditions, less any expenses saved by Scompler Technologies GmbH as a result of the termination. This shall not apply if the customer is not responsible for the breach of duty. Scompler Technologies GmbH shall generally deduct a flat rate of 10% of the amount owed for saved expenses from the remuneration. The customer is entitled to prove that the savings are higher than 10%.

Declarations of termination must be made in writing to be effective.

After the end of the term, access to the service is no longer possible. Section 10 applies to the data created by the customer.

The provider generally invoices the agreed remuneration monthly in arrears.

The agreed remuneration must be paid within 30 days of invoicing.

Scompler Technologies GmbH is entitled to increase the agreed remuneration by a maximum of 5% once per calendar year. The following rules apply:

1. Scompler Technologies GmbH shall notify the customer of any price changes in writing six months in advance. The price change shall be deemed agreed if the customer does not object in writing within four weeks of receiving the notification.
2. If the customer objects, Scompler Technologies GmbH may terminate the user agreement prematurely with three months' notice, effective on the date on which the price change pursuant to lit. a) would take effect. The notice of termination must be in writing to be effective.
3. In the notification pursuant to lit. a), Scompler Technologies GmbH shall separately inform the customer of the objection period and the legal consequences of failing to observe it.

If the customer uses the service on a larger number of workstations simultaneously than specified in the order form, the customer is obliged to purchase a corresponding license for these additional workstations based on the current price list of Scompler Technologies GmbH.

The provider guarantees that no third-party rights conflict with the customer's use of the service as agreed. In the event of third-party rights, the provider guarantees that it will provide the customer with a legally compliant option for using the service or equivalent services, at Scompler's discretion.

The customer shall immediately notify the provider in writing if third parties assert rights (e.g., copyrights or patent rights) to the service. The customer authorizes Scompler Technologies GmbH to conduct the dispute with the third party alone. As long as Scompler Technologies GmbH makes use of this authorization, the customer may not acknowledge the third party's claims without the consent of Scompler Technologies GmbH; Scompler Technologies GmbH shall then defend the third party's claims at its own expense and indemnify the customer against all costs associated with defending these claims, unless these are based on the customer's breach of duty (e.g., use of the service in breach of contract). The customer shall support Scompler in the dispute with the third party. In particular, the customer shall provide the necessary information and relevant documents in writing and answer questions from Scompler.

The Provider shall not be liable for any infringement of third-party rights resulting from the Customer's use of the Service not in accordance with the agreement, use outside the intended area of use or use in combination with components (e.g. hardware and software) not expressly recommended by the Provider.

The provider is only liable for errors in the service that already exist when it is provided if the provider is responsible for them.

In the event of defects or faults, the customer shall initially remain obliged to pay the agreed remuneration. This shall not affect the customer's right to reclaim the remuneration in whole or in part in the event of defects in accordance with the principles of unjust enrichment.

The provider shall only pay damages and compensation for wasted expenditure, irrespective of the legal grounds, to the following extent:

1. Liability for intent is unlimited.
2. In the event of gross negligence, the provider shall be liable to the amount of the typical damage foreseeable at the time the contract was concluded.
3. In the event of a negligent breach of such an essential obligation, the fulfillment of which is essential for the proper execution of the contract, on the observance of which the customer regularly relies and may rely and the breach of which jeopardizes the achievement of the purpose of the contract (cardinal obligation), the provider shall be liable in the amount of the typical damage foreseeable at the time of conclusion of the contract.
4. Liability is excluded in all other cases of negligent breach of duty.
5. In the event of injury to life, limb and health and in the event of claims under the Product Liability Act, the statutory provisions shall apply without restriction.

Contractual use of the service requires that the hardware and software used by the customer (workstation computers, routers, data communication devices, etc.) meet the technical requirements for using the currently offered version of Scompler and that the users authorized by the customer to use the service are familiar with how to operate the service. The requirements are set out in the service description at scompler.com/anforderungen.

The customer may only use the service for their own internal purposes. Use by or for third parties, whether for a fee or free of charge, is not permitted. Third parties do not include anyone who uses the services free of charge on behalf of the customer, such as employees of the customer, freelancers within the scope of the contractual relationship, etc. The customer is not entitled to grant sublicenses.

The use of the service is only permitted within the scope of the functions provided for in the service description. The customer may not use any software or other technical equipment that alters, extends or jeopardizes the functioning of the service. In particular, the customer may not access the service using technical means other than the Internet browsers specified in the service description.

To access the service, the customer requires access data, which is transmitted to him by the provider. The Customer shall treat access data for the Service as strictly confidential. It may only make access data available to those of its own employees who are permitted to use the service within the scope of their duties in accordance with the agreed restrictions.

If the customer suspects that his access data has become known to a third party or that a third party is using the customer's access to the service without authorization, the customer is obliged to inform the provider immediately in writing.

If the Provider has concrete indications that the Customer is using the Service contrary to the provisions of this Section 8 or the other contractual agreements of the contracting parties or that a third party is accessing the Service without authorization using the Customer's access data, the Provider shall be entitled to block the Customer's access to the Service until the matter has been clarified. Except in cases of imminent danger, the provider shall give the customer the opportunity to comment before taking such action. During the period of blocking, the customer shall remain obliged to pay the contractual remuneration, unless he was not responsible for the circumstances that led to the blocking.

The Customer may only use the Service in accordance with the contractual agreements and the statutory provisions. Content that the Customer creates, stores or provides with the Service (together "Data of the Customer") may not violate applicable law, morality or the rights of third parties. The storage or processing of data that

• of a discriminatory, racist, violent or inhuman nature,
• incite or condone criminal acts,
• contain pornography or violate the law for the protection of minors or
• violate the personal rights of third parties,

is inadmissible.

• The customer shall indemnify Scompler Technologies GmbH against all claims asserted by third parties against Scompler Technologies GmbH on the basis of customer data and shall compensate Scompler Technologies GmbH for all damages incurred by Scompler Technologies GmbH on the basis of customer data, unless the customer can prove that he is not responsible for the claims or damages.
• The customer grants the provider the right to reproduce the data to be stored by the provider for the customer, insofar as this is necessary for the provision of the contractually owed services. The Provider is also entitled to store the data in a backup data center. The Provider shall be entitled to take all necessary measures to rectify faults, including making changes to the structure of the data or the data format.
• The service gives the customer the opportunity to create their own content (e.g. templates) ("Work results of the customer"). The rights to the customer's work results belong exclusively to the customer.

• The customer can export their data from the service at any time. The customer is responsible for arranging such an export in good time before the end of the contract. The Provider is not obliged to actively provide the Customer's data to the Customer. If the Customer so wishes, the Provider shall, by separate agreement with the Customer, provide a copy of the data stored by the Customer on the storage space allocated to it at actual cost.
• The Provider shall automatically delete all of the Customer's data 30 days after the end of the contract or, if this has been agreed between the contracting parties, after handing over the copy in accordance with Clause 10.1. The Provider is not obliged to retain the Customer's data beyond this period.
• The deadline in Section 10.2 shall not apply if the customer notifies us within this period that the data exported or provided by him is not readable or not complete. Failure to notify the customer shall be deemed as consent to the deletion of the data.

• The contracting parties undertake to keep confidential all items (e.g. software, documents, information) which they receive or become aware of from the other contracting party before or during the execution of the contract and which are legally protected or contain business or trade secrets or are designated as confidential ("confidential information") shall be treated confidentially even after the end of the contract, unless they are publicly known without breach of the confidentiality obligation. The contracting parties shall store and secure confidential information in such a way that access by third parties is excluded.
• If the customer processes personal data using the service, they are solely responsible for ensuring that the data subject has consented to the processing of their data or that legal permission has been obtained. The customer remains the responsible party with regard to such personal data. The customer indemnifies Scompler Technologies GmbH against all claims by the data subject and compensates Scompler Technologies GmbH for all damages incurred by Scompler Technologies GmbH as a result of the transfer of personal data to Scompler Technologies GmbH in violation of data protection laws, unless the customer can prove that they are not responsible for the violation.
• At the written request of the customer, the contracting parties shall conclude an agreement on commissioned data processing insofar as this is necessary in accordance with the applicable statutory provisions.

Scompler Technologies GmbH is entitled to amend these Terms of Use. It shall notify the customer of any amendments in writing. The amendments shall be deemed to have been agreed if the customer does not object in writing within three months of receiving notification of the amendment. The provider shall specifically inform the customer of this deadline and the legal consequences of a failure to comply in the notification. Clause 5.3 applies to changes in remuneration.

• The provider is entitled to fulfill the services and obligations arising from this contract through a subcontractor.
• The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
• The exclusive place of jurisdiction for all disputes arising from and in connection with the contractual agreements between the contracting parties is the registered office of Scompler.
• Insofar as declarations must be made in writing in accordance with these Terms of Use, e-mail and fax shall be sufficient unless otherwise agreed. This does not apply to reminders, setting of deadlines, declarations of withdrawal or termination by the customer, which must always be signed in the original or provided with a qualified electronic signature and must be received by the contractual partner in this form.