General terms of use

§1 Scope of application, subject matter of the contract

1. 1. These General Terms of Use govern the provision of the software application out.bounz - hereinafter referred to as OUT.BOUNZ - between CLOUDWORX GmbH, Rupert-Mayer-Straße 44, 81379 Munich, Germany, as provider of OUT.BOUNZ (hereinafter referred to as "CLOUDWORX"), and companies, including non-profit organizations (hereinafter referred to as "CUSTOMER"). CLOUDWORX will only accept terms and conditions that conflict with or deviate from these General Terms and Conditions of Use if CLOUDWORX has agreed to their validity in writing.
2. OUT.BOUNZ simplifies the sending and organisation of outgoing electronic messages (e-mails). A detailed description of how OUT.BOUNZ works and how to install it as well as the operating procedure can be found at www.outbounz.com/documentation.
3. With the paid purchase the CUSTOMER receives the technical possibility and authorization to access OUT.BOUNZ, which is hosted on servers of the company Salesforce (salesforce.com) or contractual partners of Salesforce, by means of telecommunication and to use it within the scope of this contract.
4. Precondition for the use of OUT.BOUNZ is, besides the conclusion of a corresponding chargeable usage contract, that the CUSTOMER is a registered user of the Salesforce platform (www.saleforce.com) and has accepted the general terms and conditions and the terms of use of Salesforce.

§2 Conclusion of contract / test version

1. With conclusion of the user contract and installation of OUT.BOUNZ via the platform Salesforce AppExchange (appexchange.salesforce.com) OUT.BOUNZ is initially available to the CUSTOMER for one month free of charge for test purposes. The test phase after conclusion of the contract is not applicable if OUT.BOUNZ has already been downloaded and used for a period of up to one month within the scope of a test subscription.
2. Within the test phase (and also after conclusion of the contract; for further information see § 12) the user contract can be terminated at any time with a simple declaration in text form (email to support@outbounz.com is sufficient).

§3 Rights of use of the software

1. The CUSTOMER receives the non-exclusive and non-transferable right to access OUT.BOUNZ by means of telecommunication and to use the functionalities associated with OUT.BOUNZ by means of a browser for the duration of the contract as intended. The respective current scope of the functionalities is described on the website www.outbounz.com.
2. The CUSTOMER is not entitled to use OUT.BOUNZ beyond the use permitted by this agreement, to have OUT.BOUNZ used by third parties against payment or free of charge or to make OUT.BOUNZ accessible to third parties. In particular the CUSTOMER is not allowed to copy OUT.BOUNZ or parts of it, to sell it or to let it out for a limited period of time, especially not to rent or lend it.
3. Persons accessing OUT.BOUNZ on behalf of the CUSTOMER and for the CUSTOMER's purposes are not third parties in the sense of this provision.

§4 Warranty / Support / Updates

1. CLOUDWORX warrants the functional and operational readiness of OUT.BOUNZ according to the provisions of this contract, in addition according to the legal regulations. The warranty refers in principle only to the current version of OUT.BOUNZ, unless a malfunction described by the customer would also have occurred if the updates offered by CLOUDWORX had been installed.
2. Defects are to be reported exclusively by email to support@outbounz.com. The defect report should include a description of the defect symptoms and preferably a screenshot showing the error message. CLOUDWORX shall be entitled to make up to three attempts to remedy the defect within a reasonable period of time. If this is not successful even after the third attempt to remedy the defect, CUSTOMER may terminate the license agreement with immediate effect. The CUSTOMER terminates by deactivating OUT.BOUNZ via his Salesforce account. A termination declared only to CLOUDWORX, no matter in which form, will only become effective when the CUSTOMER deactivates OUT.BOUNZ via his Salesforce account.
3. CLOUDWORX will provide updates of OUT.BOUNZ at irregular intervals in order to eliminate minor defects or to bring about system improvements. As soon as an update is available, the CUSTOMER will be informed. The updates must be downloaded and installed by the CUSTOMER independently. Notifications of defects that are due to the fact that CUSTOMER has not installed updates or has not installed them completely shall not constitute an obligation on the part of CLOUDWORX to provide subsequent performance.

§5 Interruption and impairment of accessibility

1. The availability of OUT.BOUNZ depends on the availability of the services of Salesforce, especially the teleservices and servers of this company.
2. Adjustments, changes and additions to the contractual services as well as measures that serve to determine and remedy malfunctions will only lead to a temporary interruption or impairment of accessibility if this is absolutely necessary for technical reasons.
3. CLOUDWORX expressly points out that it is not responsible for the quality of the customer's own Internet access.

§6 Obligations of the CUSTOMER

1. The CUSTOMER is obliged to have concluded a usage agreement with Salesforce prior to the purchase of OUT.BOUNZ and thus to have accepted the General Terms of Use of the Salesforce platform including the AppExchange platform.
2. The CUSTOMER is responsible for the input and maintenance of his data and information necessary for the use of OUT.BOUNZ. In particular, he has to create suitable backup copies and to back up his data files existing in the system until the time of the termination of the contract.
3. The CLIENT shall refrain from attempting to retrieve information or data himself or through unauthorized third parties without authorization or to interfere or allow interference with programs provided by the PROVIDER.

§7 Remuneration / due date / terms of payment

1. The CUSTOMER agrees to pay CLOUDWORX for the provision of OUT.BOUNZ the fee shown for the billing period on the Salesforce AppExchange (appexchange.salesforce.com) plus the statutory value added tax. In case of a price increase the CUSTOMER may terminate the usage agreement at the end of the next billing period.
2. The billing period is one month. The first billing period starts with the conclusion of the OUT.BOUNZ user contract. The payment is due at the latest on the 3rd working day from the beginning of the respective billing period.
3. The payment is made by direct debit. For this purpose a current billing address and a SEPA direct debit mandate have to be deposited by the customer in the OUT.BOUNZ customer area.

§8 Blocking of use / liability

1. Claims for damages against CLOUDWORX are excluded regardless of the legal ground, unless CLOUDWORX, its legal representatives or vicarious agents have acted intentionally or with gross negligence. CLOUDWORX shall only be liable for slight negligence if one of the essential contractual obligations has been breached by CLOUDWORX, its legal representatives, executives or vicarious agents. CLOUDWORX is only liable for foreseeable damages, which are typically expected to occur. Material contractual obligations are those obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfillment of which the CUSTOMER may rely. Data protection claims are expressly not covered by this liability provision.
2. Salesforce is not a vicarious agent of CLOUDWORX, but an independent contractual partner of the CUSTOMER.
3. CLOUDWORX shall not be liable for the loss of data insofar as the damage is based on the CUSTOMER's failure to perform data backups and thus to ensure that lost data can be restored with reasonable effort.

§9 Data protection and data security

1. Personal data of the CUSTOMER will be stored, processed and, if necessary, transmitted to third parties exclusively for the purpose of the execution of the contract.
2. Data, which are stored, processed and/or forwarded by the CLIENT in the context of the application of OUT.BOUNZ, are neither stored nor processed in any other way by CLOUDWORX. The data generated with IN.BOUNZ shall be backed up by CUSTOMER independently, if desired. CLOUDWORX does not back up any data in this respect; no data, e.g. in an OUT.BOUNZ-internal database, will be stored or deposited within OUT.BOUNZ.
3. CLOUDWORX is not a data processor in the sense of the data protection law, especially the Data Protection Regulation (DSGVO).

§10 Declaration of exemption

1. The CUSTOMER shall indemnify CLOUDWORX against claims for damages of third parties which are based on an illegal and culpable use of OUT.BOUNZ by him or which are made with his approval. This applies in particular to data protection and copyright disputes which are connected with the use of OUT.BOUNZ.
2. If the CUSTOMER recognizes or must recognize that such a violation is imminent, the CUSTOMER is obliged to inform CLOUDWORX immediately.

§11 Prohibition of set-off / right of retention

1. The CUSTOMER may set off claims of CLOUDWORX only against acknowledged claims or claims established by a court of law. The CLIENT is not entitled to a right to refuse performance, for example in the event of repeated failure to remedy defects. In this case, the CUSTOMER is referred to his extraordinary right of termination.

§12 Term and termination

1. The contract of use is concluded for an indefinite period. Either party may terminate the usage contract with a notice period of two weeks to the end of the billing period.
2. The CUSTOMER terminates by deactivating OUT.BOUNZ via his Salesforce account. A notice of termination given only to CLOUDWORX, in whatever form, shall not become effective until the CUSTOMER has deactivated OUT.BOUNZ via his Salesforce account.
3. CLOUDWORX shall give notice of termination to CUSTOMER at least in text form and then deactivate OUT.BOUNZ at the end of the billing period.
4. The right to extraordinary termination remains unaffected.

§13 Miscellaneous /Applicable law and jurisdiction

1. CLOUDWORX is entitled to transfer the rights and obligations under this Agreement to a group company within the meaning of Section 15 of the German Stock Corporation Act. In this case CLOUDWORX will inform CUSTOMER in writing. In this case, the CUSTOMER is entitled to terminate the contract extraordinarily within a period of one month from receipt of the information.
2. The contractual relationship between the parties shall be governed by German law.
3. Place of performance and place of jurisdiction is Munich.