Terms of Service
“We”, [Ventury Analytics, Bahnhofsstraße 87, 90402 Nürnberg] publicly offer the use of certain software as a service and/or mobile device applications (each an “Application”) to “You”, a user (You alternatively referred to as “User”, all users taken together are “Users”). Please read the following terms and conditions (“Terms”) diligently before accepting them and starting to use the Application.
Article 1 Scope & conclusion of contract
1.1 You conclude a usage contract with us by accepting these Terms.
1.2 The use of the Applications and any our service provided by means of the Applications is governed by these Terms exclusively. You will find the Terms anytime at www.ventury-analytics.de/terms-of-service. We do not accept other terms, including any of your terms and conditions, unless agreed upon explicitly in writing. Any license to our Application is exclusively granted under these Terms and any applicable end user license agreement (“EULA”).
Article 2 Alpha & and Beta trial phase: usage on your own risk
2.1 All offerings are currently in trial phase.
2.2 All use of the offerings is free of charge during that period. In view of the beta status, we do not warrant any proper functioning. Your use is strictly on your own risk.
2.3 We do not warrant that the offering is practically usable or suitable and reserve the right to change it or cease its provision anytime.
Article 3 Scope of Service, functionality, services and technical requirements of the Applications
3.2 We strive to keep the Application and corresponding services available; however, due to the technical setup of such systems we cannot warrant any availability. We do now guarantee or warrant the Application or any corresponding services to be permanently available, accessible, uninterrupted, punctual, safe, accurate, complete and error-free or that they will work without data losses.
3.3 We are entitled to modify the scope of service when a good reason to do so is given. Such reasons can be technological requirements, legal changes in relevant jurisdictions and comparable reasons. We will not change the scope of service where that would lead to an unbalanced contract. Changes to the scope of service other than the foregoing need your consent.
3.4 You agree to provide a suitable running environment for the Application and keeping it up to date.
Article 4 Obligations to cooperate and duties of care
4.1 You will provide all information necessary to run the Application and provide the services in due course, comprehensively, error-free and in a non-misleading manner.
4.2 You will use the Application only in line with the requirements set out in in the Applications manual and included documentation. You are bound to cooperate as necessary, for example, by providing the relevant data.
Article 5 Registration
5.1 The use of the Application requires your registration for a user account. You commit to provide all necessary information and to provide it accurately and comprehensively. You will keep the information updated in case of changes.
5.2 The account is personalized. You commit to keep its credentials confidential. In case you become aware of a third party using your account to the Application, you will inform us without undue delay and you will change the account credentials in order to exclude the third party from using the account.
5.3 We reserve the right to block the account in case we have indications of abuse. If we see pointers to illicit use or abuse by third parties, we may also block your account in order to prevent further damage; in such cases you will be unable to use your account during the period of blocking. We will inform you about any blocking of account and strive to quickly unblock it.
Article 6 Intellectual property regarding the Applications, license
6.1 We reserve all intellectual property rights regarding the Application and its contents. Subject to your full payment of any applicable fees for using the Application, we hereby grant you a license to use the IP insofar it is necessary for the personal use of the Application; this solely covers its compiled/object code. Such license is non-transferable, non-sublicenseable non-exclusive.
6.2 Unless mandatorily permitted under applicable law or expressly permitted by us, you are not entitled to alter, decompile, disassemble or analyse the Application.
6.4 We retain all rights regarding designations, trademarks and potential other IP.
6.5 Any updates, upgrades and other later versions of the Application are only covered by the license herein insofar such license has been explicitly agreed upon or if they are provided; any such provision is under our sole discretion unless expressly agreed upon otherwise.
Article 7 No technical support
7.1 Technical support is a purely voluntary and optional offering by us, unless expressly agreed upon or an explicit part of a specific offering.
Article 8 License of user generated and for user-provided content
8.1 In case, you provide or upload material via our Application and such material can be protected under copyright or other laws, you grant us a royalty-free, non-exclusive right to use such material under copyright and any other protection that may apply to it. This license grant is irrevocable and includes all use reasonably necessary for the provision of the service. You will verify the IP situation regarding the user aforementioned material and will assure that you are entitled to validly grant us the rights as set out in this paragraph.
Article 9 Duties of care
9.1 You will verify that calculations of our Application are correct before implementing any of the situations modeled in the Application.
9.2 For backup purposes, you will retain further copies of all data stored in our Application.
9.3 You agree to abide the laws when using the Application and to refrain from any use that would be illicit, violating public policy or wrongful in any other way.
9.4 You will also take care not to violate any third parties rights.
9.5 You are the sole responsible any interaction with third parties, especially but not limited to communication with third parties. You are also responsible for keeping your installation of the Application and your potential account access data secure.
Article 10 Liability
10.1 We are liable as set out in the applicable laws in cases of intent/wilful misconduct or gross negligently. In other cases we are only liable if we breach duties whose performance is strictly necessary to implement the contract and on performance of which you can regularly rely upon; in these cases, however, the liability is limited to the typical and foreseeable damage. This does not impede liability for damage to life, bodily or health, liability according the German Code about Product Liability (Produktsicherheitsgesetz) and regarding maliciously hidden defects.
10.2 We are not liable for damages caused by an improper use of the Application.
Article 11 Our IP liability
11.1 Unless otherwise agreed, we shall provide the Application free from third parties’ industrial property rights and copyrights (hereinafter referred to as “IPR”) only with respect to the country of the place of purchase or, absent such, the place of delivery. If a third party asserts a justified claim against you based on an infringement of an IPR by the Application as provided by us and used in conformity with the contract, we are be liable to you within two years as of purchase, absent a purchase the year of delivery, as follows:
(a) We shall choose whether to acquire, at our own expense, the right to use the IPR with respect to the Application concerned or whether to modify the Application such that they no longer infringe the IPR or replace it. If this would be impossible for us under reasonable conditions, you may rescind the contract or reduce the remuneration pursuant to the applicable statutory provisions;
(b) Our liability to pay damages is governed by Article 10 (Liability);
(c) Our above obligations shall apply only if you (i) immediately notify us of any such claim asserted by the third party in written form, (ii) do not concede the existence of an infringement and (iii) leaves any protective measures and settlement negotiations to our discretion. If you stop using the Application in order to reduce the damage or for other good reason, you are obliged to point out to the third party that no acknowledgement of the alleged infringement may be inferred from the fact that the use has been discontinued.
11.2 Your claims are excluded if you are responsible for the infringement of an IPR.
11.3 Your claims are also excluded if the infringement of the IPR is caused by specifications made by you, by a type of use not foreseeable by us or by the Application being modified by you.
11.4 Further claims made towards us or our agents based on IPR infringement are excluded.
Article 12 Fees and taxes
12.1 You are responsible for all carrier data plans, Internet fees, and other fees and taxes associated with your use of our Services.
Article 13 Term
13.1 The Application can be used as long as a user contract under these Terms is active. Such contract is concluded by accepting these Terms and stays active unless terminated in accordance with the following provision.
13.2 Any user account, registration or similar can be terminated anytime by you or by us. In case we terminate, a 30-day notice period applies.
13.3 We may terminate based on a good cause in case you breach these terms, the license or the applicable laws.
Article 14 Change of service/scope
14.1 We may change the scope of the free version; specifically, we may notify you that we will reserve certain functionality to paying users after a reasonable grace period. Changes to the paid version are subject to the following paragraph No. 14.2.
14.2 We reserve the right to change our offerings and services, to cease provision of certain services and to amend our contact terms anytime. This only allows changes which do not impair your position illegitimately („wider Treu und Glauben“; such impairment is given if the Application significantly changes its character by such change). The following procedure applies to such allowed changes/amendments: (1) we inform you in textual form about the changes; (2) you are entitled to contradict such changes within four weeks as of receipt of the notification; (3) in case you do not contradict, the changes become effective after that period; (4) existing orders/transactions are not affected by such change; (5) if you contradict, the earlier terms and conditions remain in full effect, however, each party has the right to terminate the contract within four weeks as of contradiction (the notice period is as set out in No. 13.2).
Article 15 Miscellaneous
15.1 You are not allowed to assign your rights to another party. We are only allowed to assign the agreement to a party affiliated with us in the meaning of sec. 15 German Stock Code (Aktiengesetz).
15.2 German law excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) applies to this contract.
15.3 This agreement is fulfilled at our seat (place of fulfilment).
15.4 In case of these Terms being provided in different languages, the German language shall prevail.