TERM & CONDITIONS
These Terms and Conditions (these “Terms”) shall govern your use of this platform, including all pages and modules within this Platform (collectively referred to herein below as this “Platform”). These Terms apply in full force and effect to your use of this Platform and by using this Platform; you expressly accept all terms and conditions contained herein in full. You must not use this Platform, if you have any objection to these Terms. This Platform is not for use by any minors (defined as those who are not at least 18 years of age), and you must not use this Platform if you a minor. The Platform, through which we provide our services is in a beta phase, therefore the service and all products and services delivered to you through the service are (except as expressly stated by us) 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind.
We reserve the right to refuse service to anyone for any reason at any time.
A breach or violation of any of the Terms will result in an immediate termination of our services.
These Terms are prepared by Key2Market GmbH, Amtsgericht Charlottenburg (Berlin) HRB 174648 B, Richard-Sorge-Str. 25, D-10249 Berlin (hereinafter – the Key2Market GmbH), which acts under the Sagedata brand name on this Platform.
1. Definitions and interpretation
1.1. “Authorized User” means any of your current employees, consultants, or agents whom you authorize to access and use the Platform pursuant to these Terms.
1.2. "Beta version" means the product features, functionality or services, which Key2Market GmbH makes available to Customer to try, and which is clearly designated as beta, trial, non-production or another similar designation.
1.3. “Customer”, "you", "your" means you as the user (visitor) of the Platform.
1.4. “Customer Data” means any applications, data, data files and software provided by Customer or any Authorized User of Customer that reside on, or runs on or through, the Platform.
1.5. “Fees” means, collectively, the Subscription Fees, any Professional Services Fees, and any other fees Key2Market GmbH charges for its products, services, or data.
1.6. “Platform” means our Beta version proprietary through which we provide our Services at login.sagedata.co.
1.7. “Professional Services” means any professional services that you may request from Key2Market GmbH from time to time and Key2Market GmbH provides to you pursuant to a separate written agreement between Key2Market GmbH and you, such as training, installation, integration, or consulting services.
1.8. “Professional Services Fees” means the fees Key2Market GmbH charges for the Professional Services, as set forth in the applicable agreement for Professional Services entered into between Key2Market GmbH and you.
1.9. “Prohibited Content” means content that: (i) is illegal under applicable law; (ii) contains sensitive personal Information; (iii) violates any third party’s intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (iv) contains indecent or obscene material; (v) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (vi) promotes unlawful or illegal goods, services, or activities; (vii) contains false, misleading, or deceptive statements, depictions, or sales practices.
1.10. “Service”, “Services” means our provision to you of access to and usage of the Platform as set forth in these Terms, including without limitation, both the Free Trial and paid subscriptions.
1.11. “Subscription” means Customer’s right to use the Services for the Subscription Term.
1.12. “Subscription Fees” means the fees for the Service.
1.13. “Support Services” means the technical support services related to the use of the Platform and/or the Service.
1.14. “Subscription Term” means the period of time Customer may access and use the Services.
1.15. “We”, “our”, “us” means Key2Market GmbH.
1.16. In these Terms, unless the context otherwise requires:
1.16.1. headings are for convenience only and do not affect its interpretation or construction;
1.16.2. the singular includes the plural and vice versa;
1.16.3. references to recitals, clauses, sub clauses, paragraphs, annexures or schedules are references to recitals, clauses, sub clauses, paragraphs, annexures and schedules of or to these Terms;
1.16.4. words importing a gender include other genders; the word “person” means a natural person and any association, body or entity whether incorporated or not;
1.16.5. where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
1.16.6. a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
1.16.7. all monetary amounts are in Euro currency;
1.16.8. a reference to time refers to GMT Standard Time;
1.16.9. "includes" is not a word of limitation; no rule of construction applies to the disadvantage of a party because these Terms are prepared by (or on behalf of) that party;
1.16.10. a reference to any thing is a reference to the whole and each part of it;
1.16.11. a reference to a group of persons is a reference to all of them collectively and to each of them individually; and
1.16.12. a reference to a document includes all amendments or supplements to, or replacements or novation’s of, that document.
2. Intellectual Property Rights
2.1. Other than content you own, which you may have opted to include on this Platform, under these Terms, Key2Market GmbH and/or its licensors own all rights to the intellectual property and material contained in this Platform, and all such rights are reserved.
2.2. You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Platform.
2.3. The content of the Platform is protected by copyright and we reserve all intellectual property rights, which may subsist in the Platform content.
2.4. By accepting the Terms, you are granted a non-exclusive licence to:
view the Platform;
print pages from the Platform in its original form; and
download any material from the Platform for caching purposes only.
2.5. You must not, without our prior written consent which may be withheld at its absolute discretion:
copy, republish, reproduce, duplicate or extract Platform content;
redistribute, sell, rent or licence any Platform content; or
edit, modify or vary the Platform content.
3.1. You are expressly and emphatically restricted from all of the following:
3.1.1. publishing any Platform material in any media;
3.1.2. selling, sublicensing and/or otherwise commercializing any Platform material;
3.1.3. publicly performing and/or showing any Platform material;
3.1.4. using this Platform in any way that is, or may be, damaging to this Platform;
3.1.5. using this Platform in any way that impacts user access to this Platform;
3.1.6. using this Platform contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Platform, or to any person or business entity;
3.1.7. engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Platform, or while using this Platform;
3.1.8. using this Platform to engage in any advertising or marketing.
3.2. Certain areas of this Platform are restricted from access by you and Key2Market GmbH may further restrict access by you to any areas of this Platform, at any time, in its sole and absolute discretion. Any user ID and password you may have for this Platform are confidential and you must maintain confidentiality of such information.
4. Your Content
4.1. “Your Content” shall mean any audio, video, text, images or other material you choose to display on this Platform. With respect to Your Content, by displaying it, you grant Key2Market GmbH a non-exclusive, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.
4.2. Your Content must be your own and must not be infringing on any third party’s rights. Key2Market GmbH reserves the right to remove any of Your Content from this Platform at any time, and for any reason, without notice.
4.3. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
4.4. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Platform through which the Service is provided, without express written permission by us.
5. Fees, Payment, and Taxes
5.1. Customer agrees to pay Key2Market GmbH the applicable Subscription Fees, Professional Service Fees, and any other fees accrued by Customer, as applicable.
5.2. Customer agrees to pay Key2Market GmbH for all modules that were launched through the Platform. For this purpose, the Customer agrees to trust Key2Market GmbH automated system that monitor, when the module was turned on and when it was turned off.
5.3. The amount due in the invoice will be based on the Key2Market GmbH logs, which are undisputable.
5.4. The payment to Key2Market GmbH is due when the monthly time of provided Services is more than 10 hours. If the time of provided Services in a month is less than 10 hours, it shall be regarded as a test (trial), for which the payment is not applicable.
5.5. Customer agrees that the test (trial) of the Services (less than 10 hours) shall be used only once and it cannot be used every month.
5.6. In case if the Customer has doubts regarding the Key2Market GmbH logs, Key2Market GmbH is entitled to conduct an audit. Key2Market GmbH shall not be liable if during the audit occurs that the logs were not correct. In case if during the audit occurs that the logs were correct, the Customer shall be obliged to pay for the executed audit.
5.7. The Fees and any applicable taxes are due and payable as set forth in this Section.
5.8. Unless otherwise specified, all Fees will be paid in euro. Payment will be made without the right of set-off or chargeback. Customer shall pay all amounts due to Key2Market GmbH.
5.9. Invoices shall be issued within first 10 days for the previous month and shall be payable within 14 days from the date the invoice is sent.
5.10. Unless otherwise specified, Key2Market GmbH reserves the right to adjust the current list price or change its subscription plan or any components thereof in its sole discretion upon written notice of such change to Customer at least thirty (30) days in advance.
5.11. Any amount not paid when due may be subject to interest at the rate of one and one half percent (1.5%) per month, or the maximum rate permitted by law, whichever is greater, determined and compounded on a daily basis from the date due until the date paid. Key2Market GmbH shall be entitled to recover all reasonable costs of collection (including reasonable attorneys’ fees, expenses, and costs) incurred in attempting to collect undisputed payments from the Customer that are more than thirty (30) days delinquent.
5.12. All amounts payable by the Customer to Key2Market GmbH under this Agreement are exclusive of any tax, levy, VAT or other relevant governmental charge that may be assessed in any jurisdiction (“Taxes”) and Customer agrees to pay such Taxes, if applicable.
5.13. The Customer hereby agrees to defend, indemnify, and hold harmless Key2Market GmbH and its officers, directors, managers, employees, and agents from any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with any Taxes and related costs, interest, and penalties paid or payable by Key2Market GmbH on Customer’s behalf.
5.14. Any Subscription Fee and (or) Professional Services Fees not paid when due shall be considered delinquent and Key2Market GmbH reserves the right to suspend or terminate the Subscription in accordance with this Agreement. Finally, Customer understands and agrees that access to or continued access to the Platform is contingent upon Key2Market GmbH receiving payment in full for the Subscription Fee.
5.15. Unless otherwise specified, all Fees and Taxes payable under this Agreement are non-cancelable, and all payments made are non-refundable.
6. Accuracy, Completeness and Timeliness of Information
6.1. Key2Market GmbH is not responsible if information made available on the Platform is not accurate, complete or current. The material on the Platform is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Platform is at your own risk.
6.2. The Platform may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Platform at any time, but we have no obligation to update any information the Platform. You agree that it is your responsibility to monitor changes to our Platform.
7. Prohibited uses
7.1. In addition to other prohibitions as set forth in the Terms, you are prohibited from using the Platform or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related webs ite, other web sites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other Platforms, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
7.2. The Customer shall be responsible for the namespace it choose on the Platform. The Customer shall not infringe any copyrights, trademarks, patents, and trade secrets of any person using the Platform. Key2Market GmbH shall reserve the right to modify the Customer’s registered name and Key2Market GmbH shall reserve the right to request proof of name and company registration at any time before, during and after the Customer’s registration.
8. Support / Professional Services
8.1. Key2Market GmbH may provide Customer with the support services.
8.2. If the Customer requires an involvement of our IT personal to solve an issue that was a result of the Customer’s action and it is not an error, inaccuracy or omission of our Platform, the Customer shall pay for such support services an hourly rate, which equals to 86 euros and which shall be billed in half hour increments.
8.3. It a sole discretion of Key2Market GmbH to determine the error, inaccuracy or omission of the Platform.
9. Errors, inaccuracies and omissions
9.1. Occasionally there may be information on our Platform or in the Service, which contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel our Service if any information in the Service or on any related web site is inaccurate at any time without prior notice.
9.2. We undertake no obligation to update, amend or clarify information in the Service or on any related web site, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
10. Fair Use of Tiers
10.1. Please note that use of the Platform is subject to system limits to ensure uninterrupted functioning of the Service infrastructure.
10.2. If your Service usage exceeds the limits, we reserve the right to take corrective action, including but not limited to limit use, disconnect Services or charge the Customer a higher amount.
10.3. If you require higher limits, please contact a dedicated account manager or get in touch with us to discuss available options.
11. Beta version
11.1. During the beta phase, the Customer understands that the Platform will be going development and upgrades and some features may not work well or work at all. Key2Market GmbH shall not be liable for any technical issues during the beta phase.
11.2. Key2Market GmbH does not make any commitment to provide Beta version in any future versions of the Services. Key2Market GmbH may immediately and without notice remove Beta version for any reason without liability to Customer or Key2Market GmbH.
12. Limitation of liability
12.1. We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
12.2. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
12.3. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
12.4. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
12.5. In no case shall Key2Market GmbH, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.
13. Representations and Warranties
13.1. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into these Terms; (ii) the execution, delivery, and performance of these Terms and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; and (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder.
13.2. You represent and warrant to Key2Market GmbH that the Customer Data contains no Prohibited Content and that you have the right to provide Key2Market GmbH the Customer Data in accordance with this Agreement.
13.3. THE SERVICE, THE PLATFORM, ANY FREE PRODUCTS, THEIR COMPONENTS, THE DOCUMENTATION, THE SUPPORT SERVICES, ANY OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND KEY2MARKET GMBH AND ITS LICENSORS MAKE NO WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SERVICE, THE PLATFORM, ANY FREE PRODUCTS, THEIR COMPONENTS, THE DOCUMENTATION, THE SUPPORT SERVICES, AND ANY OTHER MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, KEY2MARKET GMBH AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PLATFORM, DOCUMENTATION, AND SERVICES PROVIDED BY KEY2MARKET GMBH HEREUNDER, AND WITH RESPECT TO THE USE OF THE FOREGOING, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. FURTHER, KEY2MARKET GMBH DOES NOT WARRANT RESULTS OF USE OR THAT THE PLATFORM WILL BE ERROR-FREE OR THAT THE CUSTOMER’S USE OF THE PLATFORM WILL BE UNINTERRUPTED. TO THE EXTENT THAT EITHER PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. WITHOUT LIMITING THE FOREGOING, NEITHER KEY2MARKET GMBH, KEY2MARKET GMBH’S AFFILIATES, NOR KEY2MARKET GMBH’S LICENSORS WARRANT THAT THE CONTENT YOU RECEIVE THROUGH THE SERVICE, THE FREE PRODUCTS, THE PLATFORM IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE, THE FREE PRODUCTS, THE PLATFORM WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE, THE FREE PRODUCTS, THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE, THE FREE PRODUCTS, THE PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, THE FREE PRODUCTS, THE PLATFORM IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEMS OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE, THE FREE PRODUCTS, THE PLATFORM. KEY2MARKET GMBH USES A THIRD-PARTY DATA CENTER TO HOST THE PLATFORM. CUSTOMER ACKNOWLEDGES THAT KEY2MARKET GMBH DOES NOT CONTROL THE TRANSFER OF DATA OVER SUCH THIRD-PARTY FACILITIES, INCLUDING THE INTERNET, AND THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH THIRD-PARTY FACILITIES. KEY2MARKET GMBH IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
14.1. You agree to indemnify, defend and hold harmless Key2Market GmbH and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
15.1. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
16. Confidential Information
16.1. All information disclosed by one party to the other party during the term of these Terms that is either identified in writing at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure, whether in oral, written, graphic or electronic form, shall be deemed to be “Confidential Information”.
16.2. Information will not be considered Confidential Information if the receiving party can establish by documentary evidence that the information is or was: publicly available through no act or omission of the receiving party; in the receiving party’s lawful possession prior to disclosure by the disclosing party and not obtained either directly or indirectly from the disclosing party; lawfully disclosed to the receiving party by a third party without restriction on disclosure; or independently developed by the receiving party without use of or access to the disclosing party’s Confidential Information.
16.3. The parties agree, both during the Subscription Term and for a period of three years (or, as applicable, with respect to Confidential Information that is a trade secret, for an indefinite period) after its termination, to hold each other’s Confidential Information in confidence and not to disclose such information in any form to any third party without the express written consent of the disclosing party, except to employees, subcontractors, agents or service providers performing services for the benefit of the receiving party (collectively, “Representatives”) who are under a written non-disclosure agreement protecting the applicable Confidential Information in a manner no less restrictive than these Terms.
16.4. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its Representatives in violation of these Terms. A receiving party facing legal action to disclose Confidential Information of the disclosing party shall, to the extent permitted by law, promptly notify and provide the disclosing party the opportunity to oppose such disclosure or obtain a protective order and shall continue to treat such information as Confidential Information.
17. Customer Data
17.2. Key2Market GmbH may also retain a copy of your data for a reasonable period of time in order to provide the Service and/or the Professional Services or as otherwise required by applicable law, rule or regulation. You shall have sole responsibility for the accuracy, quality, and legality of your data. Key2Market GmbH does not own or accept any responsibility for any Customer Data or material that Customer processes or submits to the Services in the course of Customer’s use of such Services.
17.3. Key2Market GmbH shall not be liable or responsible for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
17.4. Customer can request Key2Market GmbH to delete all of its Customer Data and Key2Market GmbH shall execute such request. However, the Customer understands that in certain cases, it may be impossible to delete old logs and the Customer shall not hold liable Key2Market GmbH for the non-compliance of such request.
17.5. Customer can request Key2Market GmbH to export its Customer Data and Key2Market GmbH shall execute such request within 30 days from the date such request was received.
18. Data Security
18.1. Key2Market GmbH shall employ commercially reasonable physical, administrative, and technical safeguards to secure your data on the Platform from unauthorized use or disclosure. Some of such data may be subject to governmental regulation or otherwise may require security measures beyond those set forth herein. Unless Key2Market GmbH has first agreed in writing to provide such additional required security measures, Key2Market GmbH shall have no obligation to do so or any liability in connection therewith.
19. Modifications to the Service and Prices
19.1. Prices for our Service are subject to change without notice.
19.2. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
19.3. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
19.4. We reserve the right, but are not obligated, to limit the sales of our Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any services that we offer.
19.5. We do not warrant that the quality of Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
20. Optional tools
20.1. We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
20.2. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
20.3. Any use by you of optional tools offered through the Platform is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
20.4. We may also, in the future, offer new services and/or features through the Platform (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms.
21. Third party links
21.1. Certain content, products and services available via our Service may include materials from third-parties.
21.2. Third-party links on this Platform may direct you to third-party websi tes that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or web sites, or for any other materials, products, or services of third-parties.
21.3. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party webs ites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
22. Variation of Terms
22.1. Key2Market GmbH is permitted to revise these Terms at any time as it sees fit, and by using this Platform, you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Platform.
22.2. You can review the most current version of the Terms at any time at this page.
22.3. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms by posting updates and changes to our Platform. It is your responsibility to check our Platform periodically for changes. Your continued use of or access to our Platform or the Service following the posting of any changes to these Terms constitutes an acceptance of those changes.
23.1. Key2Market GmbH shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
24. Force Majeure
24.1. Neither party shall be liable to the other for its failure to perform its obligations under these Terms, except for payment obligations, during any period in which such performance is delayed or rendered impracticable or impossible due to unforeseen circumstances beyond its reasonable control.
25. Entire Agreement
25.1. These Terms, including any legal notices and disclaimers contained on this Platform, constitute the entire agreement between Key2Market GmbH and you in relation to your use of this Platform, and supersede all prior agreements and understandings with respect to the same. If any provision of these Terms is adjudicated invalid or unenforceable, the remaining provisions will remain in full force and effect and the Terms will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties.
26.1. In addition to its other rights under these Terms, Key2Market GmbH may suspend Customer’s access to the Service upon written notice to (a) comply with any law, regulation, court order, or other governmental request or order which requires immediate action; or (b) for Customer’s non-payment of the applicable Fees, or for (c) any unauthorized use of the Service by Customer or any of its Authorized Users. Key2Market GmbH will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Service is suspended for non-payment, Key2Market GmbH may, in its sole discretion, charge a re-activation fee to reinstate them. You will promptly reimburse Key2Market GmbH for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees Key2Market GmbH incurs, to the extent necessitated by your refusal to pay amounts that you are not disputing in good faith. If suspended, Key2Market GmbH will promptly restore use of the Service to Customer as soon as the event giving rise to the suspension has been resolved to Key2Market GmbH satisfaction.
27.1. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms for all purposes. 27.2. These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services, or when you cease using our Platform. 27.3. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate these Terms at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof). 27.4. Immediately upon the termination, you shall cease all use of the Services. Within ten business days following the termination date, you shall, at our option, return to us or destroy (and certify to us in writing as to such destruction) and any other materials embodying or reflecting the Services and the Confidential Information. On termination or expiration of these Terms, you shall immediately pay us the remaining balance (if any).
28.1. All notices under these Terms shall be sent in writing and shall be delivered by personal hand delivery; first class mail with return receipt; overnight mail by recognized commercial carrier with tracking receipt; or by confirmed email or fax.
29. Relationship of the Parties
29.1. The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, agency, fiduciary or employment relationship between Customer and Key2Market GmbH.
30. Governing Law & Jurisdiction
30.1. These Terms and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Germany.
30.2. Access to the content may not be legal by certain persons or in certain countries. If you access the Platform from outside Germany, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
30.3. Any action or proceeding arising out of or related to the Terms must be brought in the court of Berlin, and you consent to the exclusive personal jurisdiction and venue of such courts.
31. General Provisions
31.1. Any provision of, or the application of any provision of these Terms which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
31.2. Any provision of, or the application of any provision of these Terms which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
31.3. If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in these Terms.
31.4. Any cause of action you may have with respect to your use of our services must be commenced within one (1) year after the claim or cause of action arises.
31.5. Customer may, from time to time, provide suggestions, comments, corrections, ideas, enhancement or feature requests or other information to Key2Market GmbH with respect to any of Services, Documentation, Professional Services or operations (collectively, referred to hereafter as “Feedback”). Customer agrees that such Feedback is given voluntarily, and that Key2Market GmbH may use, disclose, reproduce, modify, commercialize, license, distribute and exploit the Key2Market GmbH freely, in its sole discretion, without any restriction or obligation of any kind. For the avoidance of doubt, Feedback shall not include Confidential Information or Customer data.
31.6. Questions about the Terms should be sent to us at email@example.com.