End User Licence Agreement (EULA) TeamLinx42

§ 1 Subject matter of this EULA 
(1) The subject matter of this End User Licence Agreement (EULA, hereinafter also referred to as “Licence Terms” or simply “Terms”) between AppSphere AG, Ettlingen (hereinafter referred to as “AppSphere” or “We”) and the user (hereinafter also referred to as “You”) is the use by the user of the TeamLinx42 software, an app integrated into Microsoft Teams, with all programme components and – if agreed in individual cases – additional modules (hereinafter also referred to as “Software”) and the services offered in the Software.

(2) The current licence conditions at the time of the conclusion of the contract shall apply in each case.

(3) In addition to these Licence Terms, the General Terms and Conditions (GTC) of AppSphere current at the time of conclusion of the contract, available at  https://www.appsphere.com/agb/, shall always apply. Insofar as these licence conditions do not contain certain provisions or do not contain them in full, the provisions of the GTC shall apply.

(4) Deviating regulations of the user are hereby expressly contradicted; other conditions do not become part of the contract, even if AppSphere does not expressly contradict them.

(5) AppSphere does not conclude contracts with consumers (§ 13 of the German Civil Code). Contractual partners of the contracts and business relationships underlying these license conditions and thus “users” are exclusively companies, tradesmen and entrepreneurs (§ 14 of the German Civil Code) who license the software for use in the company for the employees. “User” within the meaning of these Terms and Conditions is thus to be understood in principle with regard to both the licensing company and the using employees of this company. Where necessary, it has been clarified whether this refers to the using company or the using employee.

§ 2 Rights of use, scope of use

(1) Upon acceptance of these terms and conditions by the user, AppSphere grants the user the non-exclusive, non-transferable right to use the software within the Microsoft Teams software in machine-readable form (object code) as well as the accompanying material (documentation in digital form) for the agreed term and in accordance with the following provisions.

(2) Any further acquisition of rights to the software is not associated with the granting of the right of use. AppSphere reserves all rights to the software, unless otherwise expressly agreed in writing.

(3) The user is generally prohibited from reverse engineering, reassembling or otherwise editing or modifying the object code of the software. The user is only entitled to decompile the software within the limits of § 69 e of the German Copyright Act and only if AppSphere has not provided the necessary data and/or information to establish interoperability with other hardware and software after a written request with a reasonable period of time.

(4) User agrees not to circumvent, remove, modify, disable, degrade or thwart any content protection in the Software; use any robot, spider, scraper or other automated means to access the Software; insert any code or product or manipulate the content of the Software in any way; or use any data mining, collection or extraction method. In addition, User agrees not to upload, post, email or otherwise transmit any material that is intended to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment connected to the Software, including any software viruses or any other computer code, files or programs.

(5) Any transfer of the software to third parties requires the prior written consent of AppSphere. The consent may not be refused against good faith. If it is proven that the third party submits to the same terms of use, that the user has irretrievably deleted all copies, duplicates and installations of the software on his or her premises and that the user will thus no longer exercise his or her own right of use, consent shall be granted. This does not apply if the third party is a direct competitor of AppSphere or AppSphere can prove other comparable legitimate interests.

(6) Markings on the software, in particular copyright notices, trademarks, serial numbers or similar may not be removed, changed or made unrecognisable.

(7) The user is not permitted to rent out the software and the accompanying material for profit-making purposes.

(8) The parties agree that the software is protected by copyright (§§ 69 a et seqq. of the German Copyright Act).

(9) In order to use the software, the user must have Internet access.

(10) The software can only be installed and used within the Teams software of Microsoft Inc, USA.

(11) The smallest possible licence model comprises 10 licences.

§ 3 Subscription, free trials, billing and cancellation

(1) Abonnement
i. Automatically renewable subscription.
The subscription to the software starts when the user installs and begins using the software (the first time a user calls up the software) and is automatically renewed for a further month on the first of each calendar month unless it is completely uninstalled from the Microsoft tenant of the using company beforehand. AppSphere will bill the subscription fee via the agreed payment method.

ii. Different subscription models.
AppSphere may offer different subscription models, including special advertising models or subscriptions with different terms and restrictions. Any terms and conditions that differ from those described in these Terms of Use will be disclosed as part of the service description for the different models. Specific details of your subscription to AppSphere can be found on the associated invoice provided to you by AppSphere. AppSphere reserves the right to change the subscription models offered.

(2) Free test phase
i. The subscription generally begins with a free trial period. The free trial period of your subscription lasts for thirty (30) days, unless expressly stated otherwise. Restrictions may apply to combinations with other offers. AppSphere reserves the right to determine, in its sole discretion, whether a using company is eligible for a free trial.

ii. AppSphere will contact you during the free trial period to provide a quote for paid use at the end of the free trial period. The using company may decide at any time during the free trial period that it does not wish to continue using the software. If the software is removed (uninstalled) from the Microsoft tenant of the using company before the end of the trial period, the trial period ends without any costs being incurred by the using company.

iii. If the free trial period ends without the Software being removed (uninstalled) from the User Company’s Microsoft Tenant, paid use will automatically begin on the first of the following calendar month, even if the User Company has not expressly accepted an offer from AppSphere to continue using the Software. In this case, AppSphere will contact the using company to clarify the payment method.

(3) Settlement
i. Third Party Payment Processor.
AppSphere reserves the right to use a third party provider for billing and receiving payments. AppSphere does not store credit card information as part of the payment processing, but uses a PCI-DSS compliant third party provider for credit card processing.

ii. Billing cycle and due date.
The subscription fee for the software will be charged at the beginning of the paid subscription and thereafter for each renewal of the term, unless the using company cancels the subscription beforehand. Cancellation before the end of a calendar month will still result in the full charge for that calendar month. Subscription fees are due for payment every 3 months, every 6 months or every 12 months of use. The billing cycle can be agreed with AppSphere. Without agreement, billing will be on a 3-month cycle.

iii. Payment methods.
With the offer, AppSphere will also communicate the possible payment methods. The using company can also clarify changes to the payment method during the subscription by informing AppSphere.

iv. Third party providers.
If you have subscribed to the Software through your account with a third party provider and wish to cancel your subscription, you must do so through that third party provider by visiting your account with that third party provider. You can also find billing information about your subscription by visiting your account with the relevant third party provider.

§ 4 Lending, rent, defect rights, rental-related limitation of liability
(1) If and insofar as no fee has been agreed for the use of the software (free trial phase), the statutory provisions on lending shall apply accordingly. Outside the free trial phase, the provisions of rental law shall apply.

(2) The software is provided for contractual use in accordance with the associated offer or order.

(3) The amount of the usage fee (rent) can be found in the price list for the software, which can be viewed at any time on the AppSphere homepage, or in the individual offer from AppSphere. It includes the remuneration for the provision and use of the software, as well as for its maintenance.

(4) The user must immediately report defects in the software in a suitable form (§ 536c para. 1 of the German Civil Code). AppSphere will remedy notified defects within a reasonable time. The elimination of defects will be carried out at the discretion of AppSphere by free rectification or replacement. The rectification of a defect is also considered to be when AppSphere shows the user a reasonable workaround.

(5) Termination by the user pursuant to § 543 para. 2 sentence 1 no. 1 of the German Civil Code due to non-granting of contractual use is only permissible if AppSphere has been given sufficient opportunity to remedy the defect and this has failed. The rectification of defects shall only be deemed to have failed if it is impossible, if it is refused or unreasonably delayed by AppSphere, if there are reasonable doubts regarding the prospects of success or if it is unreasonable for the user for other reasons.

(6) The strict liability of AppSphere according to § 536 a para. 1, 1st alternative of the German Civil Code due to defects already existing at the time of the conclusion of the contract is excluded, unless it concerns the violation of a so-called cardinal obligation, i.e. an essential obligation of AppSphere from this contract.

(7) In the case of data loss caused by simple negligence, AppSphere is liable only for the damage that would have been incurred even if the user had properly and regularly backed up data in a manner commensurate with the importance of the data; this limitation does not apply if the data backup was impeded or impossible for reasons for which AppSphere is responsible.

§ 5 Effectivity and termination

(1) This agreement shall commence upon conclusion of the contract and shall have a term corresponding to the selected subscription model. Unless terminated by one of the parties at the end of the respective term, it shall be automatically renewed for a further term corresponding to the selected subscription model.

(2) The right of each party to extraordinary termination for good cause remains unaffected. Good cause on the part of AppSphere exists in particular, but not exclusively, in the following cases:

  • If insolvency proceedings are opened against the user’s assets or rejected for lack of assets;
  • if the user culpably violates the regulations agreed in these licence conditions for the protection of the software;
  • if the user repeatedly commits a breach of these licence conditions despite a written warning due to a breach of these licence conditions by AppSphere.

(3) Notice of termination must be given in text form to be effective. The date of receipt by the recipient shall be decisive for the effectiveness of the termination.

§ 6 Cooperation and information obligations of the user

(1) The user has informed himself about the essential functional features of the software and bears the risk as to whether the software meets his wishes and needs; in case of doubt, he shall seek advice from competent persons before concluding the contract.

(2) The establishment and maintenance of a functional and sufficiently dimensioned hardware and software environment for the use of the software is the sole responsibility of the user. If necessary, he must adapt this to the required state of the art on his own responsibility and at his own expense.

(3) The user shall take reasonable precautions in the event that the software does not work properly in whole or in part (e.g. by making linked content accessible by means other than via the app).

(4) Unless the user expressly indicates otherwise in advance, AppSphere may assume that all of the user’s data is backed up by the user.

(5) The software is not an archive service for the user’s data. AppSphere can therefore not assume any liability or guarantee for the retrievability, security and storage of the posted content.

(6) The using company proactively informs AppSphere about changes in the number of users of the app (both upwards and downwards), as this has or can have an influence on the usage relationship between the using company and AppSphere.

§ 7 System-related communication

During the period of use of the Software, all Users agree to receive electronic communications from AppSphere relating to your Customer Account (System Related Communications). These communications may include sending emails to the email address provided during registration and communications about the account (e.g. payment authorisations, change of password or payment method, confirmation emails and other transaction related information).

§ 8 Technical availability

(1) The parties understand availability to mean the user’s ability to use the functionalities of the software for which a connection via the Internet is required, insofar as the provision and maintenance of this ability to use is within AppSphere’s actual sphere of influence.

(2) AppSphere shall make the software available to the user during the agreed term, but excluding the agreed periods of planned unavailability pursuant to paragraph 4.

(3) The available use (availability given) also includes the periods during

  • Malfunctions in or due to the condition of parts of the technical infrastructure required for the possibility of access or use or the execution of the software that are not to be provided by AppSphere or its vicarious agents;
  • malfunctions or other events that are not (co-)caused by AppSphere or one of its vicarious agents, for example, exceeding an agreed permitted use of the software;
  • insignificant reduction in the suitability of the software for use in accordance with the contract (e.g. due to temporarily slow connection to the AppSphere server due to short-term overload of the server or similar

(4) Scheduled unavailability: AppSphere is entitled to maintain, service, back up or perform other work on the software and/or server during periods of scheduled unavailability. Scheduled unavailability is regularly on Sundays or irregularly at night (UTC+1) to perform maintenance.

(5) If and to the extent that the user can use the software during periods of planned unavailability, there shall be no legal claim to this. If the use of the software during periods of planned unavailability results in a reduction or cessation of performance, the user shall have no claim to liability for defects or damages.

§ 9 Account

(1) To use the software and its functionalities, the user must create an account and complete a registration process.

(2) Each account may only be used by the registering user and may not be transferred to or shared with any third party.

(3) The person whose payment details have been provided for the purpose of charging the subscription fees is referred to as the account holder. The Account Holder shall have access to and control over the Account. The Account Holder shall be responsible for the timeliness and accuracy of the information it provides in relation to the Account.

(4) The User is responsible for maintaining the security and confidentiality of the Account, in particular by keeping the Access Data confidential and maintaining secrecy with respect to third parties in this regard, and agrees to notify AppSphere immediately of any unauthorised use of the Account, suspicion thereof or any other breach of security.

§ 10 Liability

(1) The user may only assert claims for damages outside the statutory claims for liability for defects in the event of intent or gross negligence. This exclusion of liability does not apply in the event of injury to life, limb or health and in the event of a breach of essential contractual obligations.

(2) Except in cases of intent, gross negligence and damages resulting from injury to life, body or health, AppSphere’s liability is limited to the amount of damages typically foreseeable at the time of conclusion of the contract.

(3) AppSphere’s liability under the Product Liability Act and other mandatory statutory provisions remains unaffected.

(4) Claims for damages against AppSphere are excluded insofar as the damage would not have occurred in the user’s area of responsibility if data had been properly backed up. Apart from that, the liability for data loss is limited to the typical restoration costs that would have been incurred if back-up copies had been made regularly and in accordance with the risk situation, except in cases of intent and gross negligence.

§ 11 Amendment of these licence conditions
AppSphere reserves the right to change these licence conditions. In the context of a continuing obligation, the user will be expressly informed about the changes and referred to the – highlighted – changed passages. If the user does not indicate within six (6) weeks of being informed of the new version that he does not accept the new version, this shall be deemed to be tacit consent and the contractual relationship shall continue to apply from this point in time with the inclusion of the new version. The same applies if the user actively accepts the validity of the new version (e.g. by “clicking” on the corresponding button) before the expiry of this point in time. Otherwise, the user’s refusal to accept shall be deemed termination at the next possible point in time and the contractual relationship shall be terminated at this point in time. AppSphere will draw the user’s attention to the significance of his or her behaviour when informing him or her of the desired changes.

§ 12 Discontinuation of the service and the possibility of using the software
If and to the extent that the Software is available for use free of charge, AppSphere reserves the right at any time to modify or discontinue the Software (or any part thereof) with prior notice.

§ 13 Confidentiality and data protection

(1) The parties undertake to treat as confidential for an unlimited period of time all knowledge of confidential information and trade secrets (“trade secrets”) of the respective other contracting party obtained in the course of the initiation and execution of the contract and to use such knowledge only for the purposes of the execution of this contract. AppSphere’s trade secrets include in particular the program code of the software.

(2) The user will only make the software accessible to employees and other third parties insofar as this is necessary and permissible for the exercise of the rights of use granted to him. He will instruct all persons to whom he grants access to the software about AppSphere’s rights to the software and the obligation to maintain secrecy, insofar as the persons are not obligated to maintain secrecy at least to the above extent for other legal reasons.

(3) The above obligations do not apply to trade secrets which (a) were already in the public domain or known to the other contracting party at the time of their transmission by the contracting party; (b) became in the public domain after their transmission by the contracting party through no fault of the other contracting party; (c) were made accessible to the other contracting party by a third party after their transmission by the contracting party in a manner which is not unlawful and without restriction with regard to secrecy or exploitation; (d) independently developed by a Party without use of the other Party’s trade secrets; (e) required to be disclosed by law, governmental order or court order, provided that the disclosing Party promptly notifies the other Party and assists the other Party in defending against such decree or order; or (f) to the extent that the other party is permitted to use or disclose the Trade Secrets under mandatory statutory provisions or under this Agreement.

(4) AppSphere complies with the rules of data protection. As far as AppSphere carries out a processing or use of personal data on behalf of the customer, the contracting parties will separately conclude a contract on commissioned processing according to sec. 28 of the GDPR. The personal data will be handled by AppSphere in accordance with the provisions of data protection law.

(5) Insofar as the user collects, processes or uses personal data within the framework of the use of the software, he shall ensure that he has the necessary authorisation for this in each case (e.g. effective consent of the person concerned or legal permission) and he shall inform the persons concerned accordingly about the data processing. The responsibility for this lies exclusively with the user.

§ 14 Customer service
For more information about our service and its features, or if you need assistance with your account, visit our Help Centre. In certain cases, Customer Service can best help you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not agree to support via the remote access tool and we will help you by other means. In the event of any conflict between these Terms of Use and the information provided by Customer Support or any other part of our website, these Terms of Use and the General Subscription Terms will prevail.

§ 15 Severability clause
In the event that any provision of this contract is or becomes invalid, the validity of the remaining provisions of this contract shall not be affected thereby, even if material provisions are affected. In this case, the parties agree to replace the invalid provision with the legally effective provision that comes closest in legal and economic terms to the contractually agreed provision and ensures the feasibility of the contract in the sense intended by both parties. The same shall apply in the event that the parties did not recognise a loophole at the time of the conclusion of this contract or such a loophole should become known or occur at a later time. In this case, the parties shall attempt to amend the contract in writing in the aforementioned sense.

§ 16 Final provisions

(1) Should one or more provisions of this agreement be invalid or unenforceable, this shall not affect the validity of the remaining provisions.

(2) If these licence conditions are available in several languages, only the German version shall be legally binding.

(3) The law of the Federal Republic of Germany shall apply, to the exclusion of international provisions such as the UN Convention on Contracts for the International Sale of Goods (CISG).

(4) The place of performance for all mutual services arising from the contract is the registered office of AppSphere. The place of jurisdiction for all claims, also for lawsuits arising from bills of exchange, cheques and documents, is also the registered office of AppSphere. If AppSphere files a lawsuit, it is also entitled to choose the place of jurisdiction at the registered office of the using company. The right of both parties to seek interim legal protection before the courts having jurisdiction according to the statutory provisions remains unaffected.

Status of these licence conditions: 18.05.2022