The following terms and conditions dictate the contractual relationship between Stryber GmbH, located at Oskar-von-Miller-Ring 20, 80333 Munich (hereafter referred to as “Stryber”), and promopilot’s clients (hereafter referred to as “customer”). Promopilot enables the customer to use the product “promopilot” to run marketing activities that increase the impressions of the customer’s online directories and websites.
1. Service Article
- 1.1. Part of this agreement is towards the contractually limited access to certain features of the software “promopilot.”
- 1.2. With the contract, the customer receives the non-exclusive, non-transferable, and non-sublicensable right to use the fee-based features of “promopilot”, that are explicitly included in the selected contract package according to the latest pricing table, limited to the terms of the contract.
- 1.3. Promopilot provides the customer with the software “promopilot” as a software as a service (SaaS), i.e. remote access via www.promopilot.com.
- 1.4. In order to use the “promopilot” software, you are required to have an existing internet connection. You are also required to use the latest version of a supported web browser i.e. Mozilla Firefox, Google Chrome, or Microsoft Internet Explorer. The functionality of the software in other browsers or older versions can not be guaranteed by promopilot.
- 1.5. Support service will only be provided via Email at firstname.lastname@example.org, or from within the tool itself.
- 1.6. The software “promopilot” provides instructions that allow the customer to carry out online marketing activities. promopilot is not responsible for the implementation of these measures by the customer.
2. Contract Formation
After the customer has registered through the website at www.promopilot.com and promopilot has confirmed this, then the contract will be enacted for use of “promopilot” by the customer.
3. Contract Duration, Termination, and Compensation
- 3.1. The contract’s duration will be displayed to the customer during registration.
- 3.2. The contract will automatically be extended for the agreed length if it is not terminated within the period as stipulated in clause 3.3.
- 3.3. The contract can be terminated at any time before the end of each contract period.
- 3.4. The contract can be terminated via post, by emailing to email@example.com, or from within the tool itself.
- 3.5. The right to immediately terminate the contract for important reasons remains unaffected. promopilot might need to terminate the contract if:
- 3.5.1. The customer refuses to pay their balance after a warning, or their payment method is refused,
- 3.5.2. The application is filed for commencement of insolvency proceedings with respect to the customer,
- 3.5.3. The customer violated their obligaitons under the terms and conditions.
4. Payment, Due Date, and Default
- 4.1. The fee for using “promopilot” is dependent upon the version and duration of the contract chosen by the customer, which will be displayed to them when registering.
- 4.2. All charges will be the displayed net charges, plus tax (if applicable).
- 4.3. Payment for using the “promopilot” software is due at the beginning of the agreed contract period. In the event of an automatic extension (clause 4.2), the agreed payment will be due on the date of the automatic renewal for the same amount.
- 4.4. Payment will be made according to the method the customer selected while registering.
- 4.5. In the event that the agreed charges cannot be collected from the customer within 7 days after the invoice (clause 4.4) and deposited into the promopilot’s account, promopilot is allowed to terminate access to the “promopilot” software without notice. promopilot reserves the right to enforce further claims due to delay in payments.
5. Compensation, and Right of Retention
- 5.1. The customer can only receive compensation from claims from promopilot if expressly recognized by promopilot and if they are undisputed or legally binding.
- 5.2. The customer can refuse performance or retention from promopilot in this respect as the contract entitles.
6. The Customer’s Obligations
- 6.1. The customer is obliged to notify promopilot of any change of address, phone number, Email, and credit card / account details immediately.
- 6.2. The customer is obliged to keep access to the “promopilot” software private, and to not disclose their login details to third parties.
- 6.3. The customer is obliged to only use the “promopilot” software as it was intended.
7. Software Accessibility
- 7.1. Promopilot enables the “promopilot” software to be accessible 98% of the time on average every year.
- 7.2. This obligation will not be in affect during extenuating circumstances, such as power outage, fire, natural disaster, etc. In the event of such an event, promopilot will attempt to keep downtime as low as possible.
- 8.1. Promopilot is liable for the following:
- 8.1.1. Legal provisions for damages to life, body, and health caused by a negligent or willful breach of duty under the Product Liability Act,
- 8.1.2. Damage based on intentional or grossly negligent breaches of contract or acting in bad faith. Liability for damages is limited to foreseeable, typically occurring, damage in these cases, unless promopilot has not acted intentionally. In the event of slight negligence, promopilot is liable for property or pecuniary damages only for breaches of contract,
- 8.1.3. Damage caused by negligent breaches of contract or obligations, but only if the damage is associated with the contract and is foreseeable.
- 8.2. Any further liability regarding promopilot is disregarded regardless of the legal nature of the claim. Wherever the liability of promopilot is disregarded, this also applies to all personal liabilities regarding its employees, representatives, and agents.
- 8.3. Any liabilities regarding promopilot are also excluded in the event that its contractual obligations can not be upheld due to improper performance from a supplier or service provider.
If a third party makes a claim against promopilot due to unlawful acts taken on by customers, the customer absolves promopilot of all requirements, including any fees related to legal defense. Further claims for damage against promopilot remain unaffected.
10. Claim Transfer Restriction
The transfer of claims from the customer to a third party is only allowed with prior written approval from promopilot. In the event a claim is transfered without written consent from promopilot, the claim is not valid.
11. Final Provisions
- 11.1. All laws will be as observed in the Federal Republic of Germany. If domestic sales laws are applied, then UN sales laws are excluded.
- 11.2. The exclusive place of jurisdiction for all disputes from this contractual relationship will be where promopilot is currently located at in Germany.
- 11.3. The place of operation is at the registered office of promopilot in Germany.
- 11.4. Notifications to changes and additions to the contract must be in written form. This also applies to changes to these terms and conditions.
- 11.5. Additional agreements are not available or allowed.
- 11.6. Deviating terms and conditions from the customer will only be valid if they are confirmed in writing by promopilot. promopilot retains the right to veto any proposed alterations of the terms and conditions. The terms and conditions of promopilot are considered valid and accepted by the customer, even if the customer knew about other or different terms and conditions.
- 11.7. Promopilot reserves the right to change these terms at any time without giving reason, unless the change is not acceptable to the customer. promopilot will notify the customer to any changes to the terms and conditions. If the customer does not object to the validity of the new terms and conditions within two weeks after being notified, the new terms and conditions are then considered to be accepted by the customer.
- 11.8. If one or more conditions of these terms and conditions becomes partially or fully invalid, then the rest of the document will not be invalidated as a result of this. If there is an invalid condition, then it will be replaced by the current relevant law until the condition has been amended.