General Terms of Use for the d.velop Service Portal

d.velop AG, Schildarpstrasse 6–8, 48712 Gescher, Germany (hereinafter “d.velop” or “we”) provides you as a customer, partner or employee of a customer or partner (hereinafter “user” or “you”) with access to the “d.velop service portal,” including d.velop academy (hereinafter “service portal”). Use of the service portal is subject to these General Terms of Use (hereinafter “GTU”), which you must comply with at all times.

1. General Information

d.velop provides you with access to the service portal free of charge in accordance with these GTU.

Use of the service portal is governed exclusively by these GTU. Any provisions in contracts agreed with you or your employer/client as a customer or partner of d.velop shall take precedence over these GTU if these provisions are more favorable to you or your employer/client than these GTU.

We have not reached any other individual agreements with you; however, if we did they would ipso jure take precedence over these GTU. By agreeing to these GTU during registration, you have accepted the rules for using the service portal set forth herein.

The contract language is German. You can access the latest text of the contract at any time in the service portal. The text of the contract is not stored anywhere else.

2. Service Portal Functions

We provide you with various services through the service portal, including:

• Access to a variety of resources including software downloads, documentation, contracts and bills
• Access to information and updates on products and services
• The ability to communicate with us, other customers, partners and their employees about product-related and service-related content, including future developments and user requests
• Access to the academy with video training courses on our products and services
• Access to the Developer Portal with our API Documentation

We provide you with the service portal as is. We are not required to provide the service portal with any specific technical features, design or equipment. We therefore reserve the right to change the service portal or individual functions in whole or in part, or to discontinue the aforementioned permanently or temporarily at any time and at our own discretion, taking due account of the interests of all service portal users.

You have no claim to a specific availability of individual or all functions of the service portal. Availability may be restricted or interrupted due to technical malfunctions for which we are not responsible or for reasons of force majeure (power or Internet failure, fire, explosion, earthquake, severe weather, floods, pandemic). The same applies to maintenance work intended to maintain or improve the operability, functionality or security of the service portal.

3. Access to the Service Portal

You must sign up and log in to use the service portal. Your credentials are personalized and must not be transferred to third parties. You must be legally competent and of the statutory age of majority in order to sign up and log in.

4. Our Rights and Obligations

You grant us a royalty-free and unrestricted right of use, transferable to third parties, for all non-encrypted content (e.g. text, images, videos) that you post, which allows us to publish the content in the service portal, to reproduce it and, depending on the functionality in question, to make it accessible to other users, insofar as this is necessary for us to operate the service portal. You are prohibited from posting content for which you do not have the rights (such as a photo that you did not take or that contains people other than you). The same applies to disclosing the personal data of third parties in the service portal.

We shall receive from you the exclusive right, unlimited in time and content, to exploit in both known and unknown ways any feedback that you post on the service portal regarding our products and services, as well as any results or other findings that we or third parties derive therefrom (hereinafter “feedback”). This includes but is not limited to the right to reproduce, distribute, publish, process or translate the feedback. We also reserve all rights necessary to exploit, use and further process the feedback ourselves, to share the feedback with third parties as we see fit, or to have third parties exercise these rights on our behalf as we see fit, whether for a fee or free of charge. We do not owe any remuneration for this transfer of rights; Sections 32a, 32c of the German Act on Copyright and Related Rights (UrhG) remain unaffected.

In providing the service portal, we provide only the technical and organizational framework necessary for its use. As the technical service provider, we consider any and all content posted to the service portal from your account to be third-party information. Our own content is explicitly marked as such, e.g. downloads, support documents or training materials. Any transmission of content other than our own is facilitated solely for the operation of the service portal and is initiated solely by you or other users. You are solely responsible for choosing the recipients of your content. We are not involved nor do we make any changes to your content. Further, we do not supervise you or provide instructions because the content is not ours and comes solely from you.

We are not responsible for the accuracy or completeness of the content you enter or otherwise provide.

5. Your Rights and Obligations

You may use the service portal only for your own, non-commercial purposes. If you or your employer/client are a customer or partner of ours, you may also use the service portal for these purposes; if you are a customer, for example, you may use it to download new versions of software for commercial use in your company.

You are responsible for ensuring that your content complies with applicable laws.

Should you or a third party become aware that your content violates the rights of d.velop, other users or third parties, we will investigate the allegation and, if necessary, block or delete the content in question. Please contact us at the address provided in the imprint. The same applies if you become aware of misuse of the service portal by unauthorized third parties. The right to further claims remains unaffected.

You are prohibited from misusing the service portal for unlawful purposes. In particular, you may not infringe any third-party intellectual property rights, such as trademark rights, copyrights or rights to a name; you may not advertise products or services other than our own; nor may you post any content that is abusive, defamatory, pornographic, harmful to minors or otherwise objectionable under law or custom, or that discriminates against people on the basis of religion, ethnic background, nationality, income, sexual orientation, age or gender, or that is racist, hateful, sexist or that constitutes incitement to hatred. Should you attempt to hack, block, modify or otherwise alter the functions and interfaces that we provide in the service portal using software or scripts, we may file criminal charges.

You must keep your credentials secret and not share them with third parties. Please notify us immediately if the service portal has been misused by unauthorized persons or if you suspect such misuse. This is especially the case if you have lost your credentials. This allows us to immediately lock your account until we assign you new credentials.

If we determine or have a reasonable suspicion that you have violated these GTU, we may block your access to the service portal in whole or in part, either permanently or temporarily, until the suspicion has been cleared up or you have assured us that you will refrain from violating the GTU in the future.

6. Copyrights and Industrial Property Rights

The content we provide on the service portal is generally protected by copyright or other intellectual property rights (such as trademarks or patents). You may not modify, copy, distribute, transmit, reproduce, publish, license, sell, lease or make available to any third party any of the content without our prior written consent. In exceptional cases, the law may grant you rights to isolated use (e.g. the right to a private copy).

7. Software and Documentation

If we make software and associated documentation available in the service portal, these are also protected as described above, either to the benefit of d.velop AG, to companies affiliated with d.velop AG or to third parties, e.g. partners of d.velop.

Use of the software and related documentation is subject to the respective license terms or license agreement in addition to these GTU. If you have not concluded a license agreement with us and if the license conditions in the service portal do not permit you to use the software or documentation, you may not use the software nor the associated documentation. In some cases, you may be required to enter into a data processing agreement with us prior to downloading the software. Please only enter into such an agreement if you are authorized to do so for yourself or your employer/client.

When we publish software on the service portal, whether major releases, minor releases, updates, patches or fixes, we do so at our sole discretion. We are not obliged to adhere to certain release cycles or to publish new versions of software on the service portal or elsewhere at certain times.

If we allow you to access a demo system of our software on the service portal, you may use the demo system only for your own testing. We are entitled to modify or delete such demo systems at any time.

8. Marketing Materials

In the service portal, we provide marketing materials for you to download free of charge. The marketing materials are not stored and accessed directly in the service portal, but rather at ecm.d-velop.de. These GTU also apply to this marketing area. You receive simple rights of use to the marketing materials, limited to the duration of the collaboration between you or your employer/client and us, and exclusively for your own, authorized and contractually compliant marketing and sales purposes.

9. Links and Embedded Content

Links in the service portal can take you to external websites or offerings on social networks that we do not operate. Such links are either clearly marked by us or can be identified by the fact that the address line changes in your browser or another program opens. We are not responsible for the content of these external offerings. This applies accordingly to third-party content that is embedded in the service portal, e.g. by framing.

10. Liability

We are liable without limitation (i) in the event of intentional or grossly negligent acts, (ii) in the event of injury to life, body or health, (iii) if we have fraudulently concealed a material defect or defect in title and (iv) if we have assumed a guarantee in writing (Section 126 (1) of the German Civil Code) for the quality or durability of the services to be provided by us under the agreement.

In the event of a breach of material contractual obligations due to simple negligence, our liability shall be limited to an amount of € 1,000,000.00 (in words: one million euros) per damage event and
€ 2,000,000.00 (in words: two million euros) for all damages in a contractual year. Material contractual obligations are obligations the fulfillment of which is essential for the proper performance of the contract and on the fulfillment of which you may rely and trust. Liability for simple negligence except for the breach of essential contractual obligations is excluded, unless a case according to the preceding paragraph exists.

Our liability under the German Product Liability Act remains unaffected.

The aforementioned exclusions of liability shall also apply to the actions of our legal representatives, vicarious agents and subcontractors.

Liability claims shall become statute-barred after the expiry of one year. With regard to the beginning of the limitation period, Section 199 (1) of the German Civil Code (BGB) shall apply.

11. Data Protection and Confidentiality

In order to operate the service portal, we process personal data in compliance with data protection law. You can find all the details in our data protection policy, which you can access at any time in the service portal.

The essential contents of the service portal are considered business secrets of d.velop AG, the affiliated companies of the d.velop Group or third parties. You are therefore obliged to keep the contents confidential, unless they are already public knowledge.

We and our partners can see when you log in to the service portal as a customer or on behalf of your employer/client who is a customer. We—or a partner responsible for the customer—can then call up the contracts we have agreed with you in the service portal. Only information that we or the partner already know from other sources is made accessible.

12. Contract End, Termination

The contract for your use of the service portal is concluded for an indefinite period of time and can be terminated by either party at any time without reason. A notification in text form (e.g. e-mail) is sufficient for termination. Discontinuing use of the service portal is also considered termination. Upon termination, your right to use the service portal ends. Alternatively, you can discontinue use of the service portal at any time by deactivating your account. The right to extraordinary termination for good cause remains unaffected.

13. Changes to these GTU

We reserve the right to make changes to these GTU at any time. Such changes shall take effect if you have not objected to the change in writing within two weeks after receipt of a change notification and provided we have pointed out this period and your right to object in the notification. If you object within the period, this shall be deemed a termination and we shall discontinue your use of the service portal.

14. Final Provisions

German law shall apply.

Should there be invalid clauses in these GTU or if we have forgotten something, the remainder of the GTU remains valid and binding. Applicable law shall apply in place of the invalid or missing provision.