§1 Definitions and defined terms
“Affiliates” are all companies in which the Customer directly or indirectly holds more than 50% of the shares or has more than 50% of the voting rights (subsidiaries), as well as those companies of which the Customer is a subsidiary according to the above definition (parent companies), and all subsidiaries of the parent company within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG).
“Anonymized Data” are fully anonymized data which cannot be backtracked to a Customer or to a person.
“Confidential Information” means information of the respective other Party, including but not limited to information relating to the operation, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documentation, data or information, (a) clearly identified or identified as “confidential” or “proprietary” or similar at the time it is communicated by either party to the other; (b) communicated orally or visually, identified at the time of communication as Confidential Information and confirmed in writing as Confidential Information within ten (10) days; or (c) reasonably identified by any person at the time of communication as confidential or proprietary. Confidential Information includes the Software and Documentation.
“Customer” refers to the company that acquires the right to use the Software for one or more Users in accordance with the Order Form.
“Customer Data” are all (i) data entered by Customer (or its Users) or transmitted to peopleIX by the Customer or on his behalf to peopleIX for the purpose of using the Software and (ii) data generated, stored, and otherwise processed by Customer within the framework of the Software.
“Documentation” is the entirety of all documents provided by peopleIX relating to the Software as well as the Service, whereby the authoritative version of the Documentation is the version corresponding to the release used by Customer at the time at which she or peopleIX refers to the Documentation.
“Feedback” means suggestions or comments for enhancements or improvements, new features or functionality or other feedback.
“Order Form” means the agreement by which the Services ordered by Customer are specified as set out in the Order Form and its annexes.
“Party” means in respectively peopleIX or the Customer; jointly “the Parties”.
“Service” is the access to and the use of the functionalities of the Software via peopleIX’s hosting platform in accordance with the provisions of the Order Form; this particularly also includes access to the hosting platform.
“Software” is the proprietary and hosted software products and the related Documentation.
“System Data” means data and data elements collected by the Software, Service or Customer’s computer systems regarding configuration, environment, usage, performance, vulnerabilities and security of the Software or Service that may be used to generate logs, statistics and reports regarding performance, availability, integrity and security of the Software.
“TOS” are the Terms of Service of the peopleIX GmbH.
“Updates” are all new versions, releases, other bug fixes and patches provided by peopleIX as part of the maintenance and support services as part of the use of the Software.
“User” is an individual (employee, freelancer and authorized representative) to who is using the Software on behalf of the Customer and who has received a user identification and password (if applicable) or other access to the Software from Customer (or from peopleIX at Customer’s request).
§2 Acceptance of Terms of Service
- By subscribing to our Services at www.peopleIX.com, you accept these TOS of the peopleIX GmbH.
- We may revise or modify the TOS from time to time and all subscription renewals will be subject to the TOS in effect at the time of the renewal. You may review the most current version of the TOS at any time at: peopleIX.com/terms.
§3 Software Usage Rights, License and Restrictions
- Subject to these TOS and the term defined below, we grant you a limited, non-exclusive, non-transferable right to access and use our Software and Services via a web browser. The Software & Service may only be used for your internal business use.
- The Service is a hosted service. peopleIX GmbH is hosting the Service and makes the Service available to you for usage via the internet with a web browser. Nothing contained in these TOS shall transfer you any rights in or to the Service other than those rights specifically enumerated herein. Further, nothing in these TOS obligates us to make available or deliver any copies of computer programs or code (neither in object nor source code form) from the Software to you.
- You shall not (i) copy, reproduce, alter, modify, or create derivative works from the Service; (ii) rent, lease, distribute, or resell the Service, or use the Service as the basis for developing a competitive solution (or contract with a third party to do so); or (iii) remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Service. You will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations.
- You shall not, nor authorize or encourage any third party to, (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by us; (ii) resell, duplicate, reproduce or exploit any part of the Service without our express written permission; or (iii) use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service.
- The paid license granted to you includes basic support at no additional charge. Basic support includes commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (which we aim to schedule outside of normal business hours), or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks.
- peopleIX provides the Customer with access to the version of the Software offered by peopleIX and selected by the Customer as Software & Service via the Internet for the term of this Agreement. The functional scope of the ordered Software version including any additional functionalities results from the description on the peopleIX website under the heading “Prices” and “Features”. Additional services (e.g. (remote) support during the initial creation of an account, technical setup of interfaces) are not subject of the Agreement for the (chargeable) use of the Software. Such further services can be provided by peopleIX on the basis of a separate offer / Order Form.
- Additional functionalities whose scope of use is not limited may only be used to a reasonable extent (“Fair Use”), in particular to ensure the functionality and economic efficiency of the provision for all customers. An unreasonable use shall be deemed to occur if – per maximum number of employees that can be managed by a version – it exceeds the monthly use of the additional functionality by a factor of three. Inappropriate usage is also usage unrelated to the essence of the Software, i.e. if the additional functionality is not used in relation to the functionality of the Software. peopleIX reserves the right to restrict the Customer’s use of the additional functionalities in case of violation of the Fair Use Principle after peopleIX has notified the Customer thereof. If quotas are provided for additional functionalities, they shall remain in effect even if the Software version is changed; unused quotas cannot be carried over to the next billing period.
- The Software enables the exchange of data with third party systems (“Third Party System”) via interfaces (“Integrations”). peopleIX’s website provides an overview and description of all available Integrations, and the availability to the Customer may depend on the version of the Software and Add-ons booked by the Customer. peopleIX reserves the right to change the offer of Integrations, in particular if the Third Party provider adjusts or discontinues the Integration. As far as integrations are not marked as such by peopleIX (“peopleIX Integration”), they are integrations provided by third party providers and solely under their responsibility. The scope of services and the steps required to set them up are set forth in the integration section on peopleIX’s website. Integrations may only be used for the intended data exchange with the explicitly intended third-party system.
§5 Data Protection
- We are obligated to observe and are working exclusively in accordance with German data protection law.
- In the event we discover that the security of your data has been breached, We will promptly notify you of the nature and scope of such breach and will immediately initiate remedial actions consistent with industry standards.
§6 Payment Terms and Commitment Periods
- If your company resides within Germany, the fee charged by us includes the local value added tax. If your company does not reside within Germany, all fees are exclusive of duties or taxes imposed by governing authorities. In this case, you are responsible for payment of all such taxes or duties.
- Annual Terms: A yearly subscription pricing requires a one-year minimum commitment. You shall be invoiced in the first month of the annual commitment period at our discretion. If your subscription is suspended for non-payment, before the end of the annual commitment period, You will no longer qualify for yearly subscription pricing for that annual commitment period and you will be charged the difference between the monthly and annual commitment pricing for the number of months your subscription was active during that annual commitment period.
- You will receive an invoice reminder via email. Full invoices can be downloaded in the admin section of your peopleIX account.
- All payments are due within fourteen (14) days from the date of the invoice. They have to be paid by wire transfer using the bank information provided on the invoice, by credit card, or direct debit.
- If you fail to pay the invoice within fourteen (14) days of receipt of the email, Your access to the Service may be suspended and you will need to contact us and pay any outstanding invoices in order to resume use.
- Your initial Order Form indicates the initial employee number for your subscription. You may then increase the number of employee licenses by upgrading to the next higher pricing tier directly in your peopleIX account. You will be billed for the incremental employees based on your per employee price prorated to the end of the term.
- If, during the contract term, the wage cost index “provision of information technology services J62 (Erbringung von Dienstleistungen der Informationstechnologie J62)” for Germany as published by the Federal Statistical Office (Statistisches Bundesamt) based on 2015 = 100 (“Index”) increases compared to the Index as of the start date according to the Order Form (“Start Date”), peopleIX may demand an increase of the fees as set out in the Order Form. Such fee increase will reflect the percentage increase of the Index since Start Date or, in case of later increases, the percentage increase of the Index since the last fee increase according to this section 4.8. Subject to a notification period of at least three months, a fee increase will become effective at the beginning of next contractual year following such notification.
§7 Intellectual Property Rights
- Proprietary Rights. As between the parties, peopleIX exclusively owns all rights, titles and interests in and to the peopleIX Software, Services, System Data, Anonymized Data, and peopleIX’s Confidential Information, including all Updates, or derivatives thereof, and Customer exclusively owns all right, title and interest in and to the Customer Data, insights produced specifically for Customer via the use of the peopleIX Software and Service by Customer (which will constitute Customer Data for purposes hereof) and Customer’s Confidential Information.
- Anonymized Data. Customer acknowledges and agreed that, notwithstanding any other provision herein, peopleIX may use or create fully Anonymized Data for internal and external purposes, including benchmarking, research, and marketing. Without limiting the foregoing, peopleIX will own all right, title and interest in and to such Anonymized Data, including any reports, summaries, compilations, and analyses derived from the Anonymized Data.
- Customer may from time to time provide peopleIX Feedback with respect to the peopleIX Software and Services. peopleIX will have full discretion to determine whether or not to proceed with the development of any requested Updates, enhancements, new features or functionality. peopleIX will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
§8 Responsibility for supervision of Employees
- You accept and acknowledge that we do not exercise any control over your specific human resource practices or decisions related to employment, promotion, advancement, termination or compensation of your employees when using our Software or Service. You assume full responsibility for any and all decisions with respect to your use of the Service and agree to use the Service at your own risk.
- You further acknowledge that it is your sole responsibility to monitor your employees’ compliance with all applicable laws when using the Service.
§9 Illicit Use of the Service; Indemnification
- Content and information uploaded must be consistent with the applicable law. Uploading any content or information capable of doing harm to our interests or our public image shall not be permitted. Accordingly, the following shall especially not be permitted:
- uploading content in contravention to (i) applicable data protection, criminal, and copyright law and (ii) any provisions protecting personality and commercial protection rights;
- uploading insulting, defamatory, harassing, abusive, fraudulent, obscene, virus-containing, libelous, unconstitutional, racist, sexist, or pornographic content.
- Should a User violate the obligations it has under this Agreement or applicable law, we shall, after having issued a prior warning, have the right to bar the User from any further use of the Service until such time as the User terminates the violation and remedies the consequences of the violation.
- You will be held responsible for the actions of your employees using our Service. You shall indemnify us from any and all claims asserted by other Users, other Customers or other third parties on account of illicit use of the Service by you or any of your employees.
- In the event of any preclusion, termination rights and claims for damages shall not be affected.
$10 Liability Limitation
- We shall be liable for damages caused by us, our legal representatives, our managing employees, or our auxiliary agents if
- caused by malicious intent, gross negligence, or malicious deception,
- caused by the injury to life, body, or health or
- caused by breach of fundamental contract obligations. Fundamental contract obligations are the basic duties, which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and determine the performance on which the publisher may rely.
- We shall also be liable for damages caused by a guarantee assumed by us being violated or by some organizational culpability.
- Any liability not expressly provided for in Paras. 1 and 2 shall be disclaimed. In case of breach of fundamental contract obligations (Para. 1) through simple negligence, the ensuing liability for damages shall be limited to the foreseeable amount.
- Liability under the Product Liability law remains unaffected.
§11 Term and Termination
- The term of these TOS become effective with subscription to the Service (“Effective Date”) and continues until all subscriptions granted in accordance with these TOS have expired or been terminated. If You elect to use the Service for a free trial period and do not purchase a subscription before the end of the trial period, the TOS will terminate at the end of that period.
- User subscriptions purchased by you commence on the start date specified in the applicable order and continue for the subscription term specified on that order.
- Monthly Terms: Unless agreed otherwise, the Order Form automatically renews each month, if not terminated upon notice fourteen (14) days prior notice to the expiry of the respective term by one of the Parties.
- Annual Terms: Unless agreed otherwise, the Order Form automatically renews by twelve-month intervals, respectively, if not terminated upon notice two (2) months prior notice to the expiry of the respective term by one of the Parties.
- You may terminate your subscription by emailing firstname.lastname@example.org. In case of a monthly term, you may terminate the subscription with fourteen (14) days prior notice before expiry of the term. In case of the annual term you may terminate your subscription with two (2) months prior notice to the expiry of the respective term (Section 4). There are no refunds or credits for termination of monthly, annual or other subscriptions.
- We may terminate or suspend your access to the Service without liability if such termination or suspension is based on our good faith belief that you have violated any of the TOS and You did not remedy the violation in question within thirty (30) days of us giving notice of this violation.
- The right to termination for cause and without notice remains unaffected.
- Any termination-notice must be in text form (e.g. e-mail) to be effective.
- Upon your request made within thirty (30) days after the effective date of termination, we will make a file of your data in comma separated value (.csv) format available to you. After such thirty (30) day period, we will have no obligation to maintain or provide any of your data and may thereafter, unless legally prohibited, delete all of your data in our systems or otherwise in our possession or under our control.
If you subscribe to the Service, you agree that we may disclose the fact that you are our customer. While these TOS are in effect, You grant us the right to reference your company name, along with your logo, in marketing materials and on our public website until such time as your use of the Service is discontinued.
- Governing Law. These TOS are governed and construed under the laws of Germany without reference to its conflicts of laws principles. In no event shall these TOS be subject to the United Nations Convention on Contracts for the International Sale of Goods.
- Place of Jurisdiction. Any disputes that cannot be amicably resolved by the parties shall be settled by the jurisdiction of the courts of Cologne (Germany).
- Neither of us will assign its rights or obligations under these TOS without the other’s prior written consent. Any such assignment shall render this Agreement null and void.
- If any provision of this TOS shall be entirely or partly invalid or unenforceable, this shall not affect the validity and enforceability of all other provisions of this Agreement. The invalid or unenforceable provision shall be regarded as replaced by such valid and enforceable provision that as closely as possible reflects the economic purpose that the parties hereto had pursued with the invalid or unenforceable provision.
- Entire Agreement. These TOS as amended from time to time including any schedules and exhibits attached hereto and any executed order comprise the entire agreement between us with respect to the Service and supersede all prior representations, agreements and understandings, written or oral.