1. SCOPE OF TERMS 1.1 These Terms of Service (hereinafter “Terms”) apply to UBIRCH Websites and to any and all online resources, software, data feeds, materials, download areas, tools and in-teractive venues and all other services provided on UBIRCH Websites, including any secure area services, the cloud computing service, add-ons and other components (hereinafter collectively “UBIRCH Service”). 1.2 “UBIRCH” means UBIRCH GmbH, Cologne, Germany and its subsidiaries or affili-ates involved in providing the UBIRCH Service. 1.3 In order to use the UBIRCH Service, you must firstly agree to the Terms. You may not use the UBIRCH Service and may not accept the Terms if you are not of legal age to form a binding contract with UBIRCH, or you are a person who is either barred or otherwise legally prohibited from receiving or using the UBIRCH Service under the laws of the country in which you are resident or from which you access or use the ser-vice. 1.4 You can accept the Terms by accessing, browsing or using the UBIRCH Service. Please review these Terms carefully before using the UBIRCH Service. If you do not agree to the Terms, you should not use UBIRCH Service. 1.5 UBIRCH reserves the right to make changes to these Terms and any other infor-mation contained on UBIRCH Websites, including the functionality offered through the UBIRCH Service, and any linked documents from time to time. Any modification of the Terms will be posted on UBIRCH Websites or made available within the UBIRCH Service. Unless otherwise noted by UBIRCH, changes to the Terms will be-come effective 7 days after they are posted, except if the changes apply to new func-tionality in which case they will be effective immediately. If you do not agree to these changes, please stop using UBIRCH Service. The same shall apply if you have pur-chased additional resources and/or services of UBIRCH as set out in Clause 5 if the relevant changes to the Terms may be reasonably expected from you under considera-tion of your interests. Otherwise, the changes to the Terms will become effective at the start of the next billing interval if the changes have been posted 14 days in ad-vance. 2. UBIRCH ACCOUNT 2.1 In order to access some features or main elements of the UBIRCH Service, you will have to create a UBIRCH Account (hereinafter “Account”). 2.2 When creating your Account, you must provide current, accurate and complete iden-tification, contact and other information. You are responsible to maintain, keep cur-rent and update any registration data and other information you provide to UBIRCH. 2.3 Access to and use of the Account is restricted to authorized users only. Therefore, it is important that you must keep your Account password secure and confidential. You are entirely responsible for maintaining the security of your password, identification and Account and for any and all activity that occurs under your Account. Particularly, you may be held liable for any losses and damages resulting due to someone else using your password or Account because of your breach of obligation under these Terms. 2.4 You must notify UBIRCH immediately of any breach of security or unauthorized use of your Account or of your password that you become aware of. 2.5 Your Account has “hard” and “soft” usage limits, as further explained under the head-line “Quota & Limits” on the UBIRCH website at the time of creating your Account. You are not permitted to exceed the hard usage limits. UBIRCH also reserves the right to determine and to enforce soft usage limits in its sole discretion. 3. USE OF UBIRCH SERVICE 3.1 Your use of the UBIRCH Service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software. 3.2 You agree to comply with the UBIRCH Acceptable Use Policy (hereinafter “AUP”) available on the UBIRCH website at the time of creating your Account, which is in-corporated herein by this reference. 3.3 You are solely responsible for your application that you create using the UBIRCH Service and any source code written by you to be used with the UBIRCH Service (hereinafter “Application”), projects and data (hereinafter collectively “Content”) and for making sure the Content complies with the AUP. UBIRCH reserves the right to review the Content to ensure compliance with the AUP. You are also responsible for ensuring all users to whom you serve web pages via the UBIRCH Service (hereinafter “End Users”) comply with your obligations under the AUP and the restrictions in these Terms. 3.4 You will not, and will not allow third parties under your control (hereinafter “Third Parties”) to copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the UBIRCH Service. You will also not, and will also not allow Third Parties to use the UBIRCH Service for activities, such as the operation of nuclear facilities, air traf-fic control, or life support systems, where the use or failure of the UBIRCH Service could lead to death, personal injury, or environmental damage (hereinafter “High Risk Activities”), and sublicense, resell, or distribute any or all of the UBIRCH Service separate from any integrated Application. Furthermore, you will not and will not al-low Third Parties to create multiple Applications, Accounts to simulate or act as a single Application, Account or otherwise access the UBIRCH Service in a manner in-tended to avoid incurring fees. 3.5 You agree not to access the administrative interface of the UBIRCH Service by any means other than through the interface that is provided by UBIRCH in connection with the UBIRCH Service, unless you have been specifically allowed to do so in a separate agreement with UBIRCH, and not to engage in any activity that interferes with or disrupts the UBIRCH Service or the servers and networks which are connect-ed to the UBIRCH Service. 3.6 You may use the UBIRCH Service only to develop and run Applications on the UBIRCH Service. You may not access the UBIRCH Service for the purpose of bring-ing an intellectual property infringement claim against UBIRCH or for the purpose of creating a product or service competitive with the UBIRCH Service. 3.7 The UBIRCH Service shall be subject to the Privacy Policy of UBIRCH available on the UBIRCH website at the time of creating your Account, which is also incorporated herein by this reference. 4. REMOVALS AND SUSPENSION 4.1 UBIRCH reserves the right to remove any or all Content from the UBIRCH Service that violates the AUP or is otherwise in conflict with law or your contractual relation with UBIRCH. You agree to immediately suspend and/or remove any Content that violates the AUP. If you fail to suspend and/or remove as noted in the prior sentence, UBIRCH may specifically request you to do so. In the event that you elect not to comply with a request from UBIRCH to suspend and/or remove certain Content within 24 hours, UBIRCH reserves the right to directly suspend and/or remove such Content or to disable Applications and/or disable the Account until such violation is corrected. 4.2 In the event that you become aware of any violation of the AUP by an End User of Applications, you shall immediately terminate such End User's account on your Ap-plication. UBIRCH reserves the right to disable Applications in response to a viola-tion or suspected violation of the AUP. 4.3 In the event that you or one of your End User’s use the UBIRCH Service in violation of the AUP, which could disrupt the UBIRCH Services, other users or its End Users’ use of the UBIRCH Services or the servers and networks which are connected to the UBIRCH Service, or in the event that an unauthorized third party access to the UBIRCH Service (hereinafter collectively “Emergency Security Issue”), UBIRCH may automatically suspend the offending End User account, Application or Account. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or eliminate the Emergency Security Issue. 5. FEES AND PAYMENT TERMS 5.1 UBIRCH Service is provided to you without charge up to certain limits. A use of UBIRCH above this limit requires your purchase of additional resources or services through a separate contract with UBIRCH. 5.2 The applicable fees for additional resources and services are set forth in this contract. 5.3 UBIRCH will issue an electronic bill to you for all purchased resources and services and will charge your credit card on a monthly basis or, if different, at the interval set forth for the resources and services in UBIRCH Fees. 5.4 All amounts stated in UBIRCH Fees are excluding any applicable Value Added Tax, unless explicitly stated otherwise. The current rate of statutory Value Added Tax shall be invoiced and paid in addition to all fees. 5.5 In case of late payments, the outstanding amount shall bear interest at the rate of 5 percent over the then current basic rate of interest of European Central Bank. UBIRCH reserves all rights to claim further damages for delay. 5.6 UBIRCH reserves the right to change its UBIRCH Fees by notifying you at least 14 days before the beginning of the billing cycle in which such change will take effect. Changes to the UBIRCH Fees will be also posted at UBIRCH Websites. 6. LICENSING 6.1 By submitting, posting or displaying Content and/or by creating an Application on or through the UBIRCH Service you give UBIRCH a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content and/or such Application for the purpose of enabling UBIRCH to provide you with the UBIRCH Services. 6.2 By submitting any ideas or comments about the UBIRCH Service, including without limitation about improvements of the UBIRCH Service or products of UBIRCH, you agree that your disclosure is free of charge, unsolicited and without restriction and that you will not place UBIRCH under any obligation. In this context you agree that UBIRCH is free to use such ideas without any additional compensation to you, and/or to disclose such ideas on a non-confidential basis or otherwise to anyone. 6.3 You also agree that UBIRCH, in its sole discretion, may use your trade names, trade-marks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website-listings (including links to your website) for the purpose of advertising or publicizing your use of the UBIRCH Service. 6.4 UBIRCH claims no ownership or control over any of your Content or Application(s). You retain copyright and any other rights you already hold in your Content and/or Application, and you are responsible for protecting those rights, as appropriate. 6.5 UBIRCH grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by UBIRCH as part of the UBIRCH Service as provided to you by UBIRCH for the sole purpose of enabling you to use and enjoy the benefit of the UBIRCH Service, in the manner permitted by these Terms. 6.6 UBIRCH hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the UBIRCH trademarks and/or UBIRCH logos as provided in and solely in accordance with the Trademark Usage Guidelines available on the UBIRCH website at the time of creating your Account, which are incorporated herein by this reference, for the sole purpose of promoting or advertising that you use the UBIRCH Service. 6.7 Certain content made available within the UBIRCH Service is open-source-content and marked accordingly. Your use of that open-source-content of the UBIRCH Ser-vice is governed by an individual open source license, which constitutes a separate written agreement.   7. PROPERTY RIGHTS 7.1 With the exception of your Content and/or Application(s) submitted to the UBIRCH Service, you acknowledge and agree that all legal right, title and interest in and to the UBIRCH Services, including any copyright, trade mark rights, and other intellectual property rights, is either owned by or licensed to UBIRCH. 7.2 All rights not expressly granted are reserved. 8. LINKS 8.1 UBIRCH Service may include hyperlinks to other websites, content or other resources not owned or controlled by UBIRCH. UBIRCH has no control over and assumes no responsibility for those websites, content or other resources which are provided by companies or persons other than UBIRCH. 8.2 You acknowledge and agree that UBIRCH is not responsible for the availability of any such external websites, content or resources, and does not endorse any advertis-ing, products or other materials on or available from such websites or resources. 8.3 You acknowledge and agree that UBIRCH is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those ex-ternal websites, content or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources. 9. TERMINATION 9.1 You may terminate your Account by canceling at any time. You will not receive any refunds if you cancel your Account. 9.2 You agree that UBIRCH, in its sole discretion and for any or no reasons, may also terminate your Account at any time. 9.3 If you have purchased additional resources and services of UBIRCH as set out in Clause 5, UBIRCH, in its sole discretion and for any or no reasons, may terminate your Account at the end of the current accounting interval. Even in case that you have purchased additional resources and services, UBIRCH may terminate your Ac-count immediately, if you have breached any provision of the Terms, including a vio-lation of the AUP, or have acted in manner which clearly shows that you do not in-tend to, or are unable to comply with the provisions of the Terms, or if UBIRCH is required to do so by law. In this case you will not receive any refunds. 9.4 You agree that any termination of your access to your Account may be without prior notice, and you agree that UBIRCH will not be liable to you or any third party for such termination. 9.5 You are solely responsible for exporting your Content and Application from the UBIRCH Services prior to termination of your account. If UBIRCH terminates your account, UBIRCH will provide you a reasonable opportunity to retrieve your Content and Application. 10. WARRANTIES 10.1 The UBIRCH Service is provided “as is” and “as available” and your use of UBIRCH Service is at your sole risk. UBIRCH makes no warranty or representation to you with respect to them. 10.2 Except for certain principles regarding the availability of the UBIRCH Service which shall be exclusively governed by the UBIRCH Service Level Agreement, which has to be entered into as part of a separate contract. UBIRCH does in particular not repre-sent or warrant to you that your use of the Service will meet your requirements, that your use of the Service will be uninterrupted. 10.3 No warranties, conditions, or other terms (including any implied terms as to satisfac-tory quality, fitness for purpose or conformance with description) apply to the UBIRCH Service except to the extent that they are expressly set out in these Terms. 11. LIABILITY 11.1 UBIRCH shall be liable under these Terms only in accordance with the provisions set out under Clauses 11.1.1 to 11.3. 11.1.1 UBIRCH shall be unrestrictedly liable for losses caused intentionally or with gross negligence by UBIRCH, its legal representatives, senior executives or by other assis-tants in performance. 11.1.2 UBIRCH shall be unrestrictedly liable for death, personal injury or damage to health caused by the intent or negligence of UBIRCH, its legal representatives or assistants in performance. UBIRCH shall be liable in accordance with the German Product Liabil-ity Act in the event of product liability. 11.1.3 UBIRCH shall be liable for losses caused by the breach of its primary fundamental obligations by UBIRCH, its legal representatives, senior executives or assistants in performance. If UBIRCH breaches its primary fundamental obligations through sim-ple negligence, then its ensuing liability shall be limited to the amount which was fore-seeable by UBIRCH at the time the respective service was performed. Primary fun-damental obligations are obligations, the fulfilment of which is an essential condition enabling the proper implementation of the contract, the breach of which jeopardises the accomplishment of the purpose of contract and on the compliance with which the customer regularly relies and may rely. 11.1.4 UBIRCH shall be liable for consequential damages, lost profit or other indirect dam-ages only in the case of wilful intent if it has assumed a guarantee or has fraudulently concealed a circumstance causal for the relevant indirect damage. Strict liability (without fault of UBIRCH, its legal representatives, senior executives or assistants in performance) for defects/errors already present at the time of the conclusion of the contract is expressly excluded. 11.2 UBIRCH shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been tak-en. 11.3 Any more extensive liability of UBIRCH is excluded on the merits. 12. INDEMNIFICATION 12.1 To the fullest extent permitted by applicable law, you agree to indemnify and hold UBIRCH, its subsidiaries, legal representatives or assistants in performance and licen-sors, suppliers and partners harmless from any claims and demands, including reasona-ble attorneys’ fees, made by any third party arising from or relating to your breach of the Terms, including a violation of the AUP, your use of and access to the UBIRCH, your violation of applicable laws, rules or regulations in connection with the UBIRCH Service, or your Content or your Application. 12.2 UBIRCH will provide you with written notice of any third party’s allegation that pre-ceded the legal proceedings of third party and will cooperate reasonably with you to resolve the third party’s allegation and proceedings. 13. FINAL PROVISIONS 13.1 These Terms set out all terms agreed between you and UBIRCH and govern your use of the UBIRCH Services, except any services which UBIRCH may provide to you under a separate written agreement, and supersede all other prior agreements between you and UBIRCH in relation to the UBIRCH Service. 13.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint ven-ture. 13.3 Amendments or additions to these Terms must be made in writing to be effective. This shall also apply to amendments of this written form requirement. 13.4 These Terms and contractual relationship between you and UBIRCH shall be gov-erned by the laws of the Federal Republic of Germany (excluding conflict of law rules and the Convention on Contracts for the International Sale of Goods). 13.5 Exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms and contractual relationship contractual relationship between you and UBIRCH shall be Cologne. 13.6 Should any provision of the Terms be or become invalid, this shall not affect the va-lidity of the remaining provisions. In this event, the Parties shall be obliged to replace the invalid provision by a valid provision which most approximates the economic purpose of the invalid provision. The same applies in case of a gap.