For monthly subscriptions the user is charged retrospectively at the end of the month based on no. of Active Users. An Active User is defined as a user who has actively engaged with workstreams.ai application within the given month.
For quarterly & annual plans the user is charged at the time of check out. This payment advancement is made, however the usage is still metered and there will be an adjustment at the end of each billing period to reflect actual usage. For additional usage the user will be charged via the preferred payment method listed by the payment provider. Additional usage is calculated based on monthly pricing and is not subject to discounted rates. No remuneration or roll over of credit is provided for under-usage
Enterprise pricing - Individual agreements between the parties supersede pricing plans according to 6.1, if applicable.The Client shall not offset any counterclaim or assert any right of withholding based on the same unless the counterclaim is undisputed or has been determined valid by a court of law.INTELLECTUAL PROPERTY
WARRANTY AND INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES
- Client Materials
- All Intellectual Property Rights in the Client Materials shall remain with the Client or the respective rights holder.
- The Client hereby grants the Contractor a simple, non-transferable right to use the Client Materials and/or to allow them to be used by subcontractors for the term of the Agreement to the extent that this is necessary to provide the Contract Services to the Client.
- Contractor Materials
- All Intellectual Property Rights in the Contractor Materials shall remain with the Contractor or the respective rights holder.
- The Contractor grants the Client a simple (i.e. non-exclusive) and permanent right to use the Contractor Materials furnished to the Client in the course of providing the Contract Services and/or developed for the Client, to the extent that this is necessary for use of the Contract Services in conformity with the Agreement. For this purpose, the Client shall also be entitled to sublicense Contractor Materials to
- affiliated companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG), and
- data center operators, outsourcing providers, and other external service providers of the Client or to permit the latter to use the Contractor Materials solely on behalf of and for the purposes of the Client, and, in the case of affiliated companies, for their own purposes as well.
- This Section 8 applies exclusively to Contract Services that must be considered “services under a contract for work and services” [werkvertragliche Leistungen] under mandatory law or an express contractual agreement.
- The Contractor warrants that the Contract Services are free of defects. If this requirement is not fulfilled, the Contractor1 shall have the right, at its option, to eliminate this defect by correcting it or by providing supplementary performance. The agreed quality of the Contract Services shall be indicated exhaustively in the Description of Services.
- The Client2 must report defects to the Contractor in writing immediately, but no later than within ten (10) days and describe the error symptoms in detail. The Contractor shall reimburse the Client for all additional expenditures resulting from any late report, unless the delay is not based on wrongful intent or negligence.
- The Contractor also warrants that the Contract Services are free of the Intellectual Property Rights of third parties that would impair the agreed use of the Contract Services.
- If any third party brings claims against the Client for infringement of Intellectual Property Rights, the Contractor may, at its option, eliminate these defects by (i) acquiring the necessary rights for the Client so that the Contract Services no longer infringe any rights of rights third parties or (ii) altering the Contract Services such that, with comparable use by the Client in accordance with the Description of Services, no Intellectual Property Rights of third parties are infringed.
- The Client shall, in accordance with the provisions of these Terms of Service, indemnify the Contractor for those third-party claims asserted during the warranty period and determined to be valid by a court of law as referred to in Section 8.5, provided that the Client
- informs the Contractor in writing immediately regarding any such claim;
- provides the Contractor with all reasonable support requested by the Contractor and
- grants the Contractor, as between the Parties, exclusive control and decision-making authority in terms of defending against and settling such claim, at the Contractor’s expense. In this respect, the Contractor shall indemnify the Client for any and all court costs and for attorney’s fees required in order for the Client to defend against the claims, in the amount of the statutory fees. No additional attorney’s expenses charged on a fee basis shall be covered by the Contractor except with its prior written consent. The duty of indemnification shall not apply if the Contractor is not at fault for the infringement of the intellectual property right in question.
- The Client only has the right to correct defects on its own or to have them corrected by any third party if the Contractor seriously and conclusively refuses to correct the defects or has failed to take appropriate measures to correct the defect even after a reasonable grace period has expired.
- Except in the cases set forth in Section 9.1, claims regarding any defect in the Contract Services, as referred to in this Section 8, shall expire within twelve (12) months.
- Section 8 exhaustively describes the extent of the Contractor’s warranty obligation.
- The Contractor shall be liable, without restriction,
- in case of wrongful intent or gross negligence,
- for any injury to life, limb, or health and
- as specified in the German Product Liability Act.
- Where ordinary negligence on the part of the Contractor results in the breach of a duty that is material to the achievement of the purpose of the Agreement and on whose fulfillment the Client may normally rely (a fundamental duty), the amount of the Contractor’s liability for claims for losses and for the reimbursement of expenses is limited to the loss or expenses, as the case may be, that is foreseeable and typical based on the type of transaction in question.
- The Parties agree that the typically foreseeable loss or expenses, as the case may be, and the associated liability shall not exceed the agreed-upon total compensation for the Contract Services under the Offer affected by the breach of duty.
- Any further liability on the part of the Contractor is excluded.
- Any liability for indirect losses, incidental losses, lost profits, losses resulting from downtimes or business interruptions, third-party claims or damage to image is excluded unless the prerequisites set forth in Section 9.1 have been satisfied.
- In the case of On-Premise Products, the Client shall secure the data properly. To this end, the Client shall make backup copies of all data and programs in machine-readable form at least once a day. In the event of a loss of data for which the Contractor is at fault, the Contractor’s liability is limited to those data-restoration costs that the Client could not have prevented by fulfilling the aforementioned duties or by taking other measures reasonable for the Client.
- Notwithstanding Section 8.8, compensation claims of the Client shall otherwise lapse within twelve (12) months—except in the cases set forth in Section 9.1.
- The Parties agree to preserve the secrecy of all Confidential Information and to refrain from disclosing the same or otherwise making it available to any third party. This obligation shall remain in effect for a period of ten (10) years after the termination of the Agreement. Affiliates of the Contractor within the meaning of Sections 15 et seq. AktG and the subcontractors used by the Contractor for purposes of fulfilling the duties arising from this Agreement shall not be deemed third parties for the purposes of this provision.
- If Confidential Information must be disclosed based on statutory obligations or on a court or administrative order, the recipient so obligated shall, insofar as permissible and feasible, inform the other Party in advance and give it the opportunity to take action against the disclosure.
- The Contractor has the right to grant attorneys, certified public accountants and other advisors access to Confidential Information (i) insofar as this is necessary for purposes of preserving the legitimate interests of the Contractor and (ii) the advisors are either under a legal duty of professional secrecy or have previously assumed duties of confidentiality that, for all intents and purposes, are consistent with those set forth in this Agreement.
- The Contractor has the right to share Confidential Information to the extent necessary for purposes hereof with agents and assistants and/or technical service providers (e.g., data center operators), insofar as these parties are either under a legal duty of professional secrecy or have previously assumed duties of confidentiality that, for all intents and purposes, are consistent with those set forth in this Agreement.
- Each of the Parties agrees to comply with all data protection laws and related requirements that are applicable in connection with fulfilling its contractual duties.
- To the extent that the Contractor cannot be prevented from gaining knowledge of certain personal data under the control of the Client by technical and organizational means when providing certain Contract Services, the Parties shall enter into a contract data processing agreement consistent with the sample presented by the Contractor.
TERM AND CANCELLATION
- The Client is responsible for ensuring that its use of the Contract Services is compatible with all statutory and regulatory requirements applicable to the Client.
- These Terms of Service shall apply to all Contract Services provided by the Contractor in accordance with the respective Offer. To the extent that the Offer does not establish a different date, it shall take effect on the date on which the last of the Parties affixes a legally valid signature to the Offer. The Offer can be for an indefinite period of time or a fixed term (“Initial Term”).
- Unless otherwise agreed upon, if an Offer has a fixed term, the respective Offer shall be automatically extended for an additional twelve (12) months (“Extension Period”), if it is not terminated by one of the Parties by giving notice three (3) months before the expiration of the Initial Term or an Extension Period.
- The right of either Party to terminate the Offer for good cause shall remain unaffected. There shall be “good cause” justifying termination by the Contractor, in particular, if, under the respective Offer, the Client is in default
- with respect to payments that constitute a substantial portion of the overall compensation,
- and – if there is monthly billing – with respect to the payment of compensation or a substantial portion thereof for two consecutive months and/or
- – if there is monthly billing – is in default with respect to payments that correspond to two months’ payments during a period extending over more than two months, and the Client3 does not eliminate this default within thirty (30) days of a warning from the Contractor.
- Cancellations must be made in writing in order to be valid.
- The Client shall not assign any rights or duties arising from or in connection with an Offer and/or these Terms of Service to any third party except with the prior written consent of the Contractor. The Contractor may assign its rights and duties arising from or in connection with an Offer and/or these Terms of Service to affiliates within the meaning of Sections 15 et seq. AktG.
- Changes and additions to these Terms of Service must be made in writing. This also applies to any change or cancellation of this Clause. Electronic documents in text form do not fulfill the writing requirement. Changes and additions to an Offer may also be made in text form (e.g., e-mail).
- General terms and conditions of the Client shall not apply even if the Client makes reference to them in its orders or other documents.
- Every Offer and these Terms of Service are exclusively subject to the laws of the Federal Republic of Germany, excluding the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (UN CISG).
- The place of performance is the registered office of the Contractor. The exclusive venue for all disputes arising from or in connection with an Offer and/or these Terms of Service is the Regional Court of the district where the Contractor has its registered office.
- Generally, if any individual provision of these Terms of Service proves to be invalid, this shall not affect the validity of the remaining provisions hereof. The Contracting Parties shall use their best efforts to replace the invalid provision with a valid provision that is legally and economically as consistent as possible with the purpose of the Agreement.