Terms of Service

Condens Insights GmbH Last updated: October 25, 2019

Please read these Terms of Service (“ Contract ”) carefully before you (either an individual or a single entity - “ you ” or “ the User ”) use the web app at app.condens.io operated by Condens Insights GmbH (“ Condens ” or " we "). Your access to and use of the Software (defined below) is conditioned on your acceptance of and compliance with this Contract.

Assuming you have started a free trial, purchased a subscription or were invited to use the Software from Condens, clicking on the ‘I accept button’, accessing or using the Software constitutes that you have read this Contract, that you understand it and accept it, and that you agree to be bound by the terms of this Contract. In any event Condens does not require your declaration of acceptance to be received at its premises. Condens is willing to provide this Software as a Service to you only upon the condition that you accept all of the terms contained in this Contract as well as our Privacy Policy available at the time of your first use of the Software. If you do not agree to all of the terms of the Contract and the Privacy Policy, then Condens is unwilling to provide the Software to you as a Service and you should not click the ‘I do accept’ button, instead you should close the browser window/tab, immediately cease and refrain from accessing or using the Software.

Definitions

“Data” means electronic data recorded or manipulated by hard- and software and stored as part of the Software.

“External User” means any individual (not an organization) using the Software who is granted access to Data by the User.

“Software” (also “Condens Software”) means the web-based Condens software available at app.condens.io, and associated documentation that accompanies this Contract, which includes the associated media and Condens internet-based services.

“User” (also “you” ) means any individual or single entity logging in on and using the Software that is not an External User.

Scope

The Condens Software is an offering by Condens to store, manage, analyze, collaborate on and present user research data. The User has the right to access and use the Software subject to the terms of this Contract.

Provision of Software as a Service

The Software is made available to the User as a Service (“SaaS”) and no license is granted to the User. In particular, the provision of SaaS does not include any exploitation rights, in particular but not limited any right of reproduction (section 16 UrhG), right of distribution (section 17 UrhG), right of exhibition (section 18 UrhG), right of recitation, performance, and presentation (section 19 UrhG), right of making works available to the public (section 19a UrhG), right of broadcasting (section 20 UrhG) or any right of adaptations and transformations (section 23 UrhG).

Your Data belongs to you

Condens acquires no right, title or interest from the User or his/her licensors under this Contract in or to any of the User’s Data, Non-Condens application or such program code. The User grants Condens and applicable contractors a worldwide, limited-term license to host, copy, transmit and display his/her Data.

The Software belongs to us

The User acknowledges and agrees that the Software is a proprietary product of Condens. The User further acknowledges and agrees that the entire right, title, and interest in and to the Software including associated intellectual property rights, shall remain with Condens. Condens retains all rights not expressly granted to the User in this Contract.

Cloud Storage, Security & Availability

Condens will maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of the Software and uploaded Data. Whenever we transfer your information we ensure to do so compliant with applicable data protection laws. Condens will use commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week. Condens is not responsible for downtime that is due to technical or other issues that are not within the reach of Condens (e.g. higher force, third party negligence, etc.). Condens has the right to interrupt the availability of the Software for maintenance and other technical procedures without prior notice.

Registration, Conclusion of Contract

You acknowledge that registration is required in order to utilize the full benefits of the Software. To register for the Condens Software, you must provide truthfully the information required in the registration process. All information provided must be complete unless indicated as voluntary information. In particular, you have to enter an email-address which we can use to contact you. By clicking the button "Create Account", you assure that you have read this Contract (including the revocation notice) and that you agree with the use of your data as described in the Privacy Policy.

The registration process and the conclusion of the Contract is complete only if and when we activate your account following your request for registration. We will inform you about the activation of your account via email. We are not obliged to enter into a Contract with you. We can decline to accept your request for registration at any time without giving reasons, i.e. we can refrain from activating your account. In such case, we will of course delete all of the Data you have provided.

Rules for using Condens

When using Condens Software you shall comply with all applicable laws and other legal provisions. Before you upload any content to Condens Software (especially documents, pictures, graphics, movies, audio, other files, data or links) you must ensure that you have the necessary rights to such content and that making the content available on the Condens Software is not against any laws, moral standards and/or the rights of third parties. You may not enter or disseminate unlawful content or content that infringes copyrights and any other third party rights. In particular, you may not upload any files depicting violence or pornographic, discriminatory, insulting, racist, slanderous or otherwise illegal content and/or make them accessible. Pictures or videos showing persons other than yourself may only be uploaded to Condens Software if you have the consent of each person.

You can delete or replace uploaded content at any time. We are entitled to remove any content (also without prior warning) if and when there is good reason to believe that publishing them on Condens Software violates the law, moral standards and/or the rights of third parties.

Acts of harassment such as sending chain letters or communications of a salacious or sexual nature are not permitted.

Attacks on the operational capacity of Condens Software by any means are prohibited, especially by sending mass emails (spam); carrying out hacking attempts, i.e. trying to break down, to bypass or, in any way, to disable the security mechanism of the Software; trying to access to other user profiles; brute-force attacks; denial-of-service attacks; using or sending spy software; reading out data (e.g. by Crawler/Spider/Robots); viruses or worms.

If you violate these rules, we are entitled to issue a warning, temporarily block your account or to permanently exclude you from the Software.

Responsibility for Data

We accept no responsibility for Data uploaded by you or other Users. Furthermore, we accept no responsibility for content of external websites linked on the Software. In particular, we give no guarantee that the content showed on the Software is true, fulfils any particular purpose or can serve any particular purpose. We do not examine whether content uploaded is appropriate or free of viruses nor do we determine whether it is technically possible to examine it for viruses.

Technically, we are not capable to definitively determine whether a registered User on the Software actually has the identity he or she claims to have. We therefore cannot guarantee the correct identity of any User.

Password security

You are responsible for keeping your account-password confidential. This means that you do not share your password with anyone else, that you do not permit or enable third parties to find out about your password and that you take all necessary steps to guarantee its confidentiality. If your password is lost or misused or if you suspect that it has been lost or misused, you must notify us immediately via email at: hello@condens.io

Indemnification of User

We agree to defend, indemnify and hold you harmless from any losses or damages ( “Claims” ) brought against or sustained by you by a third party, which relates to (1)the infringement of a third party intellectual property rights caused by your use of the Software, (2)our breach of applicable law, or (3)our breach of this Contract.

Our indemnity does not include any actions, suits, claims, demands, liabilities, costs, expenses, losses and damage (including reasonable legal fees) brought against or sustained by you by a third party, which:

(1)relates to unmodified Data; (2)relates to a product or service of another entity to the extent such third party product or service is not reasonably necessary for the use of the Software; or (3)arises out of any unlawful modification of the Software; (4)arises out of any breach by you of this Contract; or (5)arises from an admission or settlement by you without our prior written consent.

For any Claims arising under this clause, you must: (1) provide us with prompt notice of any Claim brought against you; (2) provide reasonable assistance to defend the Claim, including providing us with any relevant documents or evidence that we request; (3) allow us to maintain exclusive control over the Claim, including as to any settlements that we may agree upon; provided that we may not settle any Claim that requires you to admit fault, take any action, or pay any monies without your written consent signed by an authorized officer. This clause is your exclusive remedy and our sole liability against any Claim brought against or sustained by you by a third party. This clause survives the termination or expiry of these Terms of Service for whatever reason.

Indemnification of Condens

You agree to defend, indemnify and hold us, our affiliates, employees, agents, contributors, contractors and licensors harmless from and against third party actions, suits, claims, demands, liabilities, costs, expenses, losses and damage (including legal fees on a full indemnity basis) brought against or sustained by us, which:

is directly or indirectly caused by your breach of this Contract; is directly or indirectly caused by any willful, reckless or negligent act of you; concerns personal injury to any person caused or contributed to by any willful, reckless or negligent act of you; is caused by willful, reckless or negligent act of you and constitutes a loss of or damage to property;

For any claims arising under this clause, we must: provide you with prompt notice of any claim brought against us; provide reasonable assistance to defend the claim at your expense, including providing you with any relevant documents or evidence that you requests; allow you to maintain exclusive control over the claim, including as to any settlements that you may agree upon; provided that you may not settle any claim that requires us to admit fault, take any action, or pay any monies without our written consent signed by an authorized officer.

This clause is our exclusive remedy and your sole liability against any Claim brought against or sustained by us by a third party. Except as required by law, and except for our willful misconduct or negligence, we will not be liable for any claim, loss or liability for personal injury, death or damage to you or your property however it may be caused. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defence of such claim. In no event will we be liable to you for any indirect, incidental or consequential damages including, without limitation, direct, indirect, special, punitive, or exemplary damages.

Limitation of Liability, High Risk Activities

Any restrictions to the availability of Condens Software outlined above in Cloud Storage, Security & Availability are not considered a breach of contract and do not entail liability.

If a serious defect occurs we are obliged to remove it. We are liable for damages only in case of intent or gross negligence on our part (including our legal representatives and assistants), except in the following cases:

Injury of life, physical injury or harm to a person’s health – in such case, we are also liable for damages that are caused by ordinary negligence; Breach of essential contractual obligations (major obligations), i.e. those obligations that make the due performance of this Contract and the achievement of its objectives possible in the first place, the compliance with which the user may therefore rely – in such case, we are also liable for damages that are caused by ordinary negligence but restricted to typical and foreseeable damage; Liability in accordance with mandatory legal provisions, in particular the German Product Liability Act – in such case, we are liable as provided in the respective legal provisions, in case of § 1 sec. 1 of the German Product Liability Act with strict liability. A guarantee given by us – in such case, we are liable as provided for by the guarantee.

As a result, and derogating from § 536a sec. 1 alt. 1 BGB, we are not strictly liable for damages for defects that existed already at the time of the conclusion of the Contract of Use.

The Software is not fault tolerant and is not designed, manufactured, or intended for use or resale as control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (the "High Risk Activities"). Accordingly, Condens and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

Limited warranty

Unless expressly agreed otherwise, the Software provided by Condens shall be in line with the current state of the art technology and shall conform to all relevant product information and specifications provided by Condens. Condens does not warrant that the Software will be fit for purposes beyond the fulfillment of Condens’ obligations under the Contract.

The User is advised that based on the current state of the art technology program errors cannot be excluded with complete certainty in spite of exercising greatest conscientious care and diligence. The parties acknowledge that Condens Software is inherently complex and may not be completely free of errors. The following errors are excluded from Condens’ warranty: (i) insignificant defects, including but not limited to errors that can be easily corrected and will not show up as a performance defect and (ii) defects discovered in Condens Software that has been modified, altered, or enhanced by anyone other than Condens itself.

Defects in the Software shall be rectified by Condens within a reasonable period after notification of the defect. The rectification of defects shall be effected, at Condens' choice, by way of repair or substitute the Software free of charge. The User's right to reduce the Fee for the time the defect persists remains unaffected. The User is only entitled to an extraordinary termination of the agreement due to the failure to grant use in accordance with the Contract if Condens has been given sufficient opportunity to rectify the defect and such attempt has failed.

Purchasing Conditions

Condens Software is provided on a subscription basis in different plans as described by the price lists available upon request or at condens.io/pricing as applicable at the time the subscription is ordered. All amounts stated in that document do not include VAT.

Subscription plans are offered on monthly and yearly terms. Your account will remain activated until the end of the agreed contractual term which will be extended automatically by the same period if neither party terminates your account in text form (notice periods apply).

You may test the Software free of charge for a period stated at condens.io/pricing after registration. Upon termination of this test period, no paid subscription is concluded between the parties. Condens may at its own discretion delete the account of the User.

In case of default, we are entitled to block access to your Condens Software account. In this case, you will remain obliged to pay any outstanding amount. If you default significantly on your payment obligations, we are entitled to terminate the Contract without notice. The amount of damages shall be adjusted accordingly if we or you are able to prove greater or lesser damages, respectively. We reserve the right to assert further claims for default of payment.

Termination

You may terminate this Contract with a period of two weeks before the end of the agreed contractual term. You can give notice to terminate via email to hello@condens.io . We may terminate this Contract in text form with a notice period of two weeks. The right to an extraordinary termination shall remain unaffected.

The Contract may be terminated by each party for just cause. Either party has just cause to terminate in particular if the other party seriously or repeatedly breaches the contractual obligations under the Contract.

Upon termination, any Data which you have not saved will be lost as we will completely delete your account with all of its Data (i.e. in particular your entered documents, pictures, graphics, movies, audio, other files, data or links). We will inform you about this consequence before deleting your account.

Upon termination of this Contract your right to use the Software will automatically end on the termination date and you must cease all use of the Software by the termination date.

Revocation notice

If you are a consumer with your usual place of residence in the European Union, you have a legal right to revoke the Contract in accordance with the following terms:

(a) Right of Revocation You have the right to withdraw from this Contract within 14 days without giving any reason. The period of withdrawal is 14 days starting with the day of conclusion of Contract.

To exercise the right of withdrawal, you must inform us (hello@condens.io) of your decision to withdraw from this contract by an unequivocal statement.

To meet the withdrawal deadline, it is sufficient if you send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

(b) Consequences of Revocation If you withdraw from this contract, we shall reimburse all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery that we offer), without undue delay and in any event not later than 14 days from the day on which we are informed of your decision to withdraw from this contract. We will reimburse the respective amounts using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

(c) Special Note Your right of revocation expires according to § 356 sec. 5 BGB if, first, we have started to provide our services under the Contract with your consent before you have exercised your right of revocation and, second, if you have confirmed your knowledge about the loss of your right of revocation with your approval at the beginning of our contractual services.

Feedback

If the User sends us any feedback or suggestions regarding the Software, the User grants us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to the User.

The User agrees that Condens may collect and utilize technical information gathered as part of the Software provided to the User. Data captured in this form will only be used to improve the Software and/or provide customized services to the User and will not be disclosed or disseminated to third parties except in an anonymized form.

Publicity

You grant us the right to use your company’s name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers. If you do not wish to be used as a reference, send an email to hello@condens.io stating that and we will cease using your company’s name and logo in any marketing or promotional material and public or private communication with existing or potential customers.

Privacy Policy

You acknowledge and agree that by using the Software, Condens may receive certain information about you including personally identifiable information and you hereby consent to Condens’ collection, use and disclosure of such information in accordance with the Condens Privacy Policy (“Privacy Policy”).

Severability

If any provision of this Contract is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Dispute resolution, Governing law

Condens wants to address your concerns without needing a formal legal case. Before filing a claim against Condens, you agree to try to resolve the dispute informally by contacting hello@condens.io. We will try to resolve any dispute informally by contacting you via email. If a dispute is not resolved within 15 working days of submission, the User or Condens may bring a formal proceeding. The User agrees that this Contract is governed by the laws of the Federal Republic of Germany without regard to its conflict of laws provisions. The German courts in Munich shall have exclusive jurisdiction over any claim arising under the Contract.

We reserve the right to amend and adapt these Terms of Service with effect for the future, in particular because of changes in the law, the jurisdiction of supreme courts or changes in the Software and changes of the market conditions. You can access the currently applicable version of the Terms of Service at condens.io/terms . You will be notified by email no later than two weeks before new Terms of Service take effect. If you do not object to the validity of the new Terms of Service within two weeks after they take effect, you will be deemed to have accepted the new Terms of Service. We will inform you accordingly about the significance of the two weeks notice period, your right to object to any amendments and the legal consequences of non-objection.