General terms and conditions

I. Gen­eral

1. Sup­plier iden­ti­fi­ca­tion

These Gen­eral Terms and Con­di­tions (GTC) apply ex­clu­sively and to all con­trac­tual re­la­tion­ships be­tween us, An­chor Media GmbH, Bu­dapester Straße 45, 20253, Ham­burg, Ger­many, en­tered in the Com­mer­cial Reg­is­ter of Ham­burg Dis­trict Court under Com­mer­cial Reg­istry B (HRB) 136831, rep­re­sented by Mr Jan Moritz Finke, VAT ID no.: DE45/702/01307, (“SL” — “squarelovin”) and you, our com­mer­cial cus­tomers (“Cus­tomers”).

2. Scope of ap­pli­ca­tion

2.1 En­tre­pre­neurs

SL’s of­fers are aimed ex­clu­sively at en­tre­pre­neurs, i.e. any nat­ural or legal per­sons or part­ner­ships with legal ca­pac­ity who, in con­clud­ing the Con­tract, are con­duct­ing their com­mer­cial or in­de­pen­dent pro­fes­sional ac­tiv­ity (§ 14 of the Ger­man Civil Code).

2.2 De­vi­at­ing pro­vi­sions

Any de­vi­at­ing pro­vi­sions of the Cus­tomer are not ac­cepted un­less we ex­pressly agree to the ap­pli­ca­tion of said pro­vi­sions in writ­ing.

2.3 Changes to the GTC

The GTC apply in the ver­sion valid at the time of con­clu­sion of the Con­tract. SL re­serves the right to make changes to the GTC with fu­ture ef­fect. The Cus­tomer may ob­ject to the new GTC at any time. In this sit­u­a­tion, SL re­serves the right to ex­tra­or­di­nary ter­mi­na­tion.

3. Non-bind­ing na­ture

SL’s of­fers are non-bind­ing and with­out oblig­a­tion. This also ap­plies should SL have pro­vided the Cus­tomer with cal­cu­la­tions, prod­uct de­scrip­tions or other doc­u­ments—in­clud­ing in elec­tronic form—to which SL re­tains the prop­erty rights and copy­rights.

4. Pro­hi­bi­tion of set-off; rights of re­ten­tion of cus­tomer

The Cus­tomer is en­ti­tled to rights of set-off and re­ten­tion only in­so­far as its claim is de­ter­mined to be legally valid or is undis­puted.

5. Li­a­bil­ity

5.1 Com­pen­sa­tion claims; ex­cep­tions

The Cus­tomer’s com­pen­sa­tion claims are ex­cluded. This ex­cludes com­pen­sa­tion claims as­serted by the Cus­tomer that arise from in­jury to life, limb or health or from vi­o­la­tion of es­sen­tial con­trac­tual oblig­a­tions (car­di­nal oblig­a­tions), as well as li­a­bil­ity for other dam­ages re­sult­ing from a breach of oblig­a­tion com­mit­ted in­ten­tion­ally or through gross neg­li­gence by SL, SL’s legal rep­re­sen­ta­tives or SL’s vic­ar­i­ous agents. Es­sen­tial con­trac­tual oblig­a­tions are those oblig­a­tions that must be ful­filled in order to achieve the pur­pose of the Con­tract.

5.2 Vi­o­la­tion of es­sen­tial con­trac­tual oblig­a­tions

In the case of a vi­o­la­tion of es­sen­tial con­trac­tual oblig­a­tions, SL is li­able only for fore­see­able dam­age typ­i­cal of the type of con­tract in ques­tion, pro­vided that said dam­age is caused through sim­ple neg­li­gence, un­less the case in­volves com­pen­sa­tion claims as­serted by the Cus­tomer as a re­sult of in­jury to life, limb or health.

5.3 Legal rep­re­sen­ta­tives and vic­ar­i­ous agents

The li­a­bil­ity lim­i­ta­tions stip­u­lated in No. 5.1 and 5.2 also apply to the ben­e­fit of SL’s legal rep­re­sen­ta­tives and vic­ar­i­ous agents.

5.4 Ger­man Prod­uct Li­a­bil­ity Act

The pro­vi­sions of the Ger­man Prod­uct Li­a­bil­ity Act re­main un­af­fected.

5.5 Pe­ri­ods of lim­i­ta­tion

The pe­riod of lim­i­ta­tion for com­pen­sa­tion claims as­serted by the Cus­tomer is one (1) year. This does not apply to com­pen­sa­tion claims as­serted by the Cus­tomer as a re­sult of in­jury to life, limb or health or to claims as­serted pur­suant to the Ger­man Prod­uct Li­a­bil­ity Act.

6. Data pro­tec­tion

SL col­lects, processes and uses the Cus­tomer’s per­sonal and com­pany-re­lated data (“per­sonal data”) in the course of ex­e­cut­ing con­tracts. When doing so, SL ob­serves the pro­vi­sions of Ger­man data pro­tec­tion leg­is­la­tion and the Ger­man Tele­me­dia Act. Un­less the Cus­tomer gives its con­sent, SL shall only col­lect, process and use per­sonal data to the ex­tent re­quired to ex­e­cute the con­trac­tual re­la­tion­ship and to make use of and un­der­take ac­count­ing for tele­me­dia. SL shall not use per­sonal data for pro­mo­tional pur­poses or for con­duct­ing mar­ket re­search or opin­ion polls with­out the Cus­tomer’s con­sent. The Cus­tomer may re­trieve the data it has pro­vided under its cus­tomer ac­count or mod­ify said data at any time. Fur­ther in­for­ma­tion can be found in SL’s Data Pri­vacy State­ment.

7. Con­fi­den­tial­ity

7.1 Main­tain­ing se­crecy

The par­ties agree to main­tain se­crecy with re­spect to con­fi­den­tial in­for­ma­tion. This oblig­a­tion con­tin­ues to apply after the Con­tract has ended.

7.2 “Con­fi­den­tial in­for­ma­tion”

“Con­fi­den­tial in­for­ma­tion” refers to all in­for­ma­tion and doc­u­ments of the other party that are des­ig­nated as con­fi­den­tial or must be con­sid­ered to be con­fi­den­tial based on the cir­cum­stances, in par­tic­u­lar in­for­ma­tion re­gard­ing op­er­a­tional processes, busi­ness re­la­tion­ships and ex­per­tise, busi­ness and mar­ket­ing plans, and prices.

7.3 Ex­cep­tions

The fol­low­ing con­fi­den­tial in­for­ma­tion is ex­cluded from this oblig­a­tion:

  • a) Con­fi­den­tial in­for­ma­tion that was al­ready demon­stra­bly known by the re­cip­i­ent at the time of con­clud­ing the Con­tract or that be­comes known to the re­cip­i­ent through a third party fol­low­ing con­clu­sion of the Con­tract with­out a con­fi­den­tial­ity agree­ment, statu­tory pro­vi­sions or of­fi­cial or­ders being vi­o­lated in the process;
  • b) Con­fi­den­tial in­for­ma­tion that is al­ready pub­lic knowl­edge at the time of con­clud­ing the Con­tract or that be­comes pub­lic knowl­edge fol­low­ing con­clu­sion of the con­tract where this was not the re­sult of a vi­o­la­tion of this Con­tract;
  • c) Con­fi­den­tial in­for­ma­tion that must be dis­closed owing to statu­tory oblig­a­tions or on ac­count of a court order or order is­sued by an au­thor­ity. In­so­far as it is per­mis­si­ble and pos­si­ble, the re­cip­i­ent ob­lig­ated to dis­close the in­for­ma­tion in ques­tion shall in­form the other party in ad­vance and give that party the op­por­tu­nity to take ac­tion against the dis­clo­sure.

7.4 Con­trac­tors; em­ploy­ees

The par­ties shall only grant ac­cess to con­fi­den­tial in­for­ma­tion to such ad­vis­ers who are ob­lig­ated to main­tain pro­fes­sional se­crecy or who, prior to ac­cess­ing said in­for­ma­tion, have been made sub­ject to oblig­a­tions that are com­men­su­rate with the con­fi­den­tial­ity oblig­a­tions of this Con­tract. Fur­ther­more, the par­ties shall only dis­close con­fi­den­tial in­for­ma­tion to those em­ploy­ees who are re­quired to know said in­for­ma­tion in order to ex­e­cute this Con­tract. The par­ties shall also im­pose on said em­ploy­ees an oblig­a­tion to con­tinue to main­tain con­fi­den­tial­ity after they have left the com­pany to the ex­tent per­mit­ted by labour law.

7.5 Con­trac­tual penalty

The par­ties are mu­tu­ally ob­lig­ated to pay a con­trac­tual penalty of EUR 5000.00 (in words: five-thou­sand euro) to the other party for any cul­pa­ble vi­o­la­tion of their con­fi­den­tial­ity oblig­a­tions within the mean­ing of No. 7.1. Any fur­ther claims re­main un­af­fected by this.

8. Other pro­vi­sions

8.1 No trans­fer of rights and oblig­a­tions

The trans­fer of rights and oblig­a­tions of the Cus­tomer aris­ing from this Con­tract or the trans­fer of this Con­tract to a third party is per­mit­ted only with SL’s prior writ­ten con­sent.

8.2 Head­ings

The head­ings of in­di­vid­ual sec­tions and pro­vi­sions of these GTC are pro­vided solely for the pur­poses of clar­ity.

8.3 Ap­plic­a­ble law

Sub­ject to any other in­di­vid­ual agree­ments con­cluded be­tween the Cus­tomer and SL, the law of the FED­ERAL RE­PUB­LIC OF GER­MANY ex­clu­sively ap­plies to the con­trac­tual re­la­tion­ship be­tween the Cus­tomer and SL, ex­clud­ing the UN Con­ven­tion on Con­tracts for the In­ter­na­tional Sale of Goods.

8.4 Place of ju­ris­dic­tion

In­so­far as the Cus­tomer is a busi­ness­man, a legal per­son under pub­lic law or a spe­cial fund under pub­lic law, the ex­clu­sive—and in­ter­na­tional—place of ju­ris­dic­tion for all dis­putes di­rectly or in­di­rectly con­nected to the con­trac­tual re­la­tion­ship is SL’s reg­is­tered of­fice in HAM­BURG, GER­MANY. The same ap­plies ac­cord­ingly if the Cus­tomer is an en­tre­pre­neur within the mean­ing of § 14 of the Ger­man Civil Code.

II. Use of dig­i­tal ser­vices

1. Gen­eral

The use of any prod­ucts, ser­vices or soft­ware pro­vided on the web­site op­er­ated by SL or of other ser­vices on the web­site (col­lec­tively re­ferred to as “dig­i­tal ser­vices”) is un­der­taken on the basis that the Cus­tomer com­plies with the fol­low­ing sup­ple­men­tary pro­vi­sions. If SL be­comes aware of any vi­o­la­tions of the Cus­tomer’s oblig­a­tions, SL is en­ti­tled to delete the con­tent in ques­tion. SL re­serves the right to block and deny ac­cess to cus­tomers who vi­o­late the oblig­a­tions aris­ing from these GTC — even after a sin­gle vi­o­la­tion.

2. Avail­abil­ity of dig­i­tal ser­vices; data se­cu­rity; in­for­ma­tion pro­vided; links

2.1 Avail­abil­ity; data se­cu­rity

As tech­nol­ogy cur­rently stands, it is not pos­si­ble to guar­an­tee con­tin­u­ous, full avail­abil­ity of the dig­i­tal ser­vices. SL there­fore does not as­sume li­a­bil­ity for the con­tin­u­ous and con­sis­tently fault-free avail­abil­ity of the dig­i­tal ser­vices. Faults and main­te­nance work may re­strict or tem­porar­ily dis­rupt usage. In­so­far as SL has an in­flu­ence on the in­ter­rup­tions (e.g. in the case of main­te­nance work), SL shall en­sure that such in­ter­rup­tions are kept as short as pos­si­ble. The dig­i­tal ser­vices are best used via DSL or, in the case of mo­bile ap­pli­ca­tions, via LTE con­nec­tion. If the dig­i­tal ser­vices are used via mo­bile end de­vices, both the range of func­tions and the pre­sen­ta­tion of said ser­vices may be lim­ited. SL as­sumes no re­spon­si­bil­ity for data se­cu­rity out­side its sphere of con­trol or for the risk of data loss when trans­fer­ring data via the In­ter­net.

2.2 In­for­ma­tion pro­vided

SL ac­cepts no li­a­bil­ity what­so­ever for the up-to-date­ness, ac­cu­racy, com­plete­ness or qual­ity of in­for­ma­tion pro­vided through the dig­i­tal ser­vices. Any li­a­bil­ity claims as­serted against SL in re­la­tion to dam­ages of a ma­te­r­ial or im­ma­te­r­ial na­ture that are the re­sult of usage or non-us­age of in­for­ma­tion pre­sented or the re­sult of usage of in­cor­rect and in­com­plete in­for­ma­tion are ex­cluded. No. I. 5. re­mains un­af­fected.

2.3 Links

In the case of di­rect or in­di­rect ref­er­ences to ex­ter­nal web­sites (hy­per­links) that are out­side of SL’s area of re­spon­si­bil­ity, SL is li­able only in­so­far as SL has knowl­edge of the con­tent and in­so­far as it is tech­ni­cally fea­si­ble and rea­son­able for SL to pre­vent usage in the case of il­le­gal con­tent. Should SL be­come aware of any vi­o­la­tions of law, SL will re­move such links im­me­di­ately. This pro­vi­sion also ap­plies to all links and ref­er­ences pro­vided by SL it­self within its own on­line con­tent, as well as to (in this re­spect: ex­ter­nal) in­for­ma­tion en­tered by the Cus­tomer, e.g. mes­sages cre­ated by the Cus­tomer and posted under TPC (No. II. 5.1) to re­quest rights.

3. Pro­hib­ited con­tent and usage

3.1 Read­ing out of dig­i­tal ser­vices; har­vest­ing

The read­ing out of data from the dig­i­tal ser­vices, par­tic­u­larly for com­mer­cial pur­poses, is pro­hib­ited. The up­load­ing of viruses or other ma­li­cious code is pro­hib­ited. The Cus­tomer also un­der­takes never to col­lect or har­vest data from the dig­i­tal ser­vices.

3.2 Server over­load

The use of pro­grams that place SL’s servers under an ex­ces­sive load is pro­hib­ited.

4. Con­clu­sion of usage agree­ment

A gra­tu­itous usage agree­ment con­cern­ing the dig­i­tal ser­vices in ac­cor­dance with these terms of use comes into ef­fect be­tween the Cus­tomer and SL as soon as the Cus­tomer uses the dig­i­tal ser­vices. The Cus­tomer may not use the dig­i­tal ser­vices if it does not ac­cept these terms of use. The dig­i­tal ser­vices can gen­er­ally be used with­out the Cus­tomer hav­ing reg­is­tered. How­ever, in order to make use of cer­tain of­fers within the scope of the dig­i­tal ser­vices, the Cus­tomer will need to reg­is­ter (No. II. 6.2). Reg­is­tra­tion it­self is free of charge for the Cus­tomer. No. II. 6. ad­di­tion­ally ap­plies to use of the ap­pli­ca­tion.

5. Copy­right, per­sonal rights and in­dus­trial prop­erty rights

5.1 Third-party con­tent (“TPC”); oblig­a­tion to name the cre­ator

The Cus­tomer un­der­takes to en­sure that all con­tent of any kind (third-party con­tent — TPC) made avail­able to the Cus­tomer within the con­text of the dig­i­tal ser­vices is pro­tected by copy­right or in­tel­lec­tual prop­erty rights or in­dus­trial prop­erty rights to the ben­e­fit of the rel­e­vant rightholder. Fur­ther­more, the Cus­tomer un­der­takes not to use TPC un­less it has the ad­e­quate rights of use for the TPC.

In this re­gard, the Cus­tomer un­der­takes to al­ways ob­serve any gen­eral terms and con­di­tions of the rel­e­vant rightholder (along­side these GTC).

The Cus­tomer fur­ther un­der­takes, when li­cens­ing the TPC (No. 6.1.3), to name the cre­ator as the cre­ator or the holder of the ex­ploita­tion rights to the UGC in the ap­pro­pri­ate place and in an ad­e­quate font size.

5.2 User-gen­er­ated con­tent (“UGC”)

5.2.1 Grant­ing of rights in favour of SL

By using the dig­i­tal ser­vices, the Cus­tomer is pro­vid­ing SL in­for­ma­tion, e.g. on prod­ucts of the Cus­tomer, names, brands, busi­ness names and au­dio-vi­sual con­tent of var­i­ous types, in par­tic­u­lar im­ages (col­lec­tively re­ferred to as “UGC”), or is grant­ing SL ac­cess to UGC. The Cus­tomer hereby ex­pressly grants to SL all rights for the UGC re­quired to op­er­ate the dig­i­tal ser­vices in ac­cor­dance with the pur­poses of the Con­tract. Fur­ther­more, SL is en­ti­tled, but not ob­lig­ated, to use UGC for its own ad­ver­tis­ing pur­poses free of charge and with­out any re­stric­tions in terms of time or lo­ca­tion. In this re­gard, SL is in par­tic­u­lar en­ti­tled to name or de­scribe the Cus­tomer, as well as its prod­ucts and brands, as a ref­er­ence cus­tomer, e.g. in press re­leases and pro­mo­tional ma­te­r­ial, and to edit UGC within the bound­aries of § 14 of the Ger­man Copy­right Act and § 2 of the Ger­man Con­sti­tu­tion, and in par­tic­u­lar to make changes to for­mat, size and colour in this re­spect.

5.2.2 As­sur­ance of suf­fi­cient rights to UGC

The Cus­tomer as­sures SL that it has the rights to UGC re­quired to be able to use said UGC within the con­text of the dig­i­tal ser­vices and to be able to grant SL the rights spec­i­fied in No. 5.2.1 with legal ef­fect. If the Cus­tomer is in any doubt as to whether or not it has the rights re­quired to use its UGC within the con­text of the dig­i­tal ser­vices or to grant the rights to SL, then the use of said UGC within the dig­i­tal ser­vices is pro­hib­ited. UGC is not re­viewed by SL in ad­vance. If SL is or be­comes aware of il­le­gal UGC, then SL will delete said UGC im­me­di­ately.

5.3 Ex­emp­tion from li­a­bil­ity

The Cus­tomer shall ex­empt SL—at first re­quest—from any claims as­serted by third par­ties against SL in con­nec­tion with use of TPC or UGC, in par­tic­u­lar claims aris­ing from vi­o­la­tions of copy­right or per­sonal rights. If the Cus­tomer be­comes aware of any vi­o­la­tions of the rights cov­ered by the Con­tract, then the Cus­tomer must in­form SL of this fact im­me­di­ately. SL is en­ti­tled to take suit­able mea­sures it­self to de­fend against third-party claims or to en­force its rights. Be­fore im­ple­ment­ing any mea­sures it­self, the Cus­tomer must first agree said mea­sures with SL. The ex­emp­tion also in­cludes the re­im­burse­ment of any costs that SL in­curs or has in­curred as a re­sult of en­forc­ing or de­fend­ing its rights.

6. The ap­pli­ca­tion

6.1 Scope of ser­vices

6.1.1 Web ap­pli­ca­tion

On the web­site, SL pro­vides the Cus­tomer with an analy­sis and mar­ket­ing tool in the form of a web ap­pli­ca­tion (soft­ware as a ser­vice — here­inafter re­ferred to as the “ap­pli­ca­tion”), which, fol­low­ing reg­is­tra­tion, the Cus­tomer can use to op­ti­mise one or more ac­counts reg­is­tered with the image ser­vice “In­sta­gram” pro­vided by In­sta­gram Inc., 1601 Wil­low Road, Menlo Park, CA, 94025, USA (www.​instagram.​com) (“In­sta­gram”). The scope of the offer is as set out below in these GTC and in the rel­e­vant ser­vice de­scrip­tion in the offer. De­pend­ing on the agreed scope of ser­vices, the fol­low­ing main func­tions are pro­vided as spec­i­fied in No. 6.1.2 to 6.1.4.

6.1.2 Eval­u­a­tion and analy­sis of In­sta­gram con­tent

With this ap­pli­ca­tion, SL en­ables the Cus­tomer to eval­u­ate and analyse the Cus­tomer’s own con­tent pro­vided via the Cus­tomer’s In­sta­gram pro­file. The pre­cise scope of ser­vices is de­scribed on the web­site and in the offer. The data gen­er­ated from the eval­u­a­tion is pre­pared for sta­tis­ti­cal pur­poses and col­lected, processed and used by SL. SL’s Data Pri­vacy State­ment gov­erns this as­pect in fur­ther de­tail.

6.1.3 Ac­qui­si­tion of rights of use to third-party con­tent (“TPC”)

The ap­pli­ca­tion en­ables the Cus­tomer to con­tact other In­sta­gram- users (“In­sta­gramer(s)”) via the chan­nels pro­vided by SL in order to make a bind­ing offer to In­sta­gramers to ac­quire rights of use to cer­tain TPC that In­sta­gramers have pub­lished via their In­sta­gram pro­file. The pre­cise scope of ser­vices is de­scribed on the web­site and in the offer.

At the ex­press re­quest of the Cus­tomer, SL shall pro­vide the Cus­tomer with li­cens­ing terms and con­di­tions that the Cus­tomer can use as the basis for its offer to In­sta­gramer. In­sta­gramer can con­firm ac­cep­tance of the Cus­tomer’s li­cens­ing offer by la­belling the TPC with the key term (hash­tag) spec­i­fied by the Cus­tomer in the li­cens­ing offer. SL shall not be party to the li­cence agree­ment con­cluded be­tween the Cus­tomer and In­sta­gramer and has no in­flu­ence on the con­clu­sion of said agree­ment. SL merely pro­vides the tech­ni­cal means by which the Cus­tomer can con­tact In­sta­gramer.

The Cus­tomer un­der­takes only to re­quest the ac­qui­si­tion of rights of use to TPC that In­sta­gramer has al­ready la­belled with a key word (hash­tag) that con­tains the Cus­tomer’s com­pany or brand name.

Fur­ther­more, SL ex­pressly draws the Cus­tomer’s at­ten­tion to any claims to re­mu­ner­a­tion as­serted by In­sta­gramer pur­suant to § 32a of the Ger­man Copy­right Act.

6.1.4 Photo gal­leries

The ap­pli­ca­tion en­ables the Cus­tomer to pub­lish pho­tos liked by the Cus­tomer (own im­ages and TPC) in photo gal­leries on its web­site via the ap­pli­ca­tion. If de­sired, the Cus­tomer can link these im­ages to its prod­ucts, which will then be dis­played when the user clicks on the image.

6.2 Reg­is­tra­tion

6.2.1 Set­ting up the cus­tomer ac­count

In order to use the ap­pli­ca­tion, the Cus­tomer must first reg­is­ter on the web­site. The min­i­mum in­for­ma­tion re­quired to reg­is­ter is a first and last name, a valid email ad­dress and an in­di­vid­ual pass­word. Reg­is­tra­tion must be com­pleted by an in­di­vid­ual; in the case of reg­is­tra­tion of a com­pany, reg­is­tra­tion must be com­pleted by the com­pany rep­re­sen­ta­tive au­tho­rised to do so. Third par­ties are not per­mit­ted to reg­is­ter. Once reg­is­tra­tion has been suc­cess­fully com­pleted, a cus­tomer ac­count (“cus­tomer ac­count”) will be ac­ti­vated for the Cus­tomer that the Cus­tomer can log into via the web­site using its login de­tails and also man­age in­de­pen­dently via the web­site. The cus­tomer ac­count is non-trans­fer­able. No cus­tomer may have more than one cus­tomer ac­count. If a cus­tomer main­tains more than one cus­tomer ac­count, SL is en­ti­tled to delete mul­ti­ple cus­tomer ac­counts with­out warn­ing. The Cus­tomer is not per­mit­ted to rent out or lend its cus­tomer ac­count. The Cus­tomer has no right to grant ac­cess au­tho­ri­sa­tion. In the case of a work group (No. 6.3.2), SL shall pro­vide the Cus­tomer with an ad­min­is­tra­tive cus­tomer ac­count along with the agreed num­ber of em­ployee ac­counts with re­stricted user rights.

6.2.2 Pass­word

The Cus­tomer alone is re­spon­si­ble for keep­ing its pass­word safe. In par­tic­u­lar, this in­cludes keep­ing the pass­word strictly con­fi­den­tial and not pass­ing on the pass­word to a third party in order that said party can sub­mit or­ders via the web­site. Should unau­tho­rised par­ties gain knowl­edge of the pass­word to the cus­tomer ac­count, the Cus­tomer shall im­me­di­ately change its pass­word. SL as­sumes no li­a­bil­ity for any dam­age suf­fered in con­nec­tion with the theft of the pass­word or the pass­ing on of the pass­word, or as a re­sult of the Cus­tomer grant­ing a third party ac­cess to the web­site through use of the pass­word. The Cus­tomer shall im­me­di­ately no­tify SL of any unau­tho­rised use of its pass­word by con­tact­ing: .

6.2.3 De­ac­ti­vat­ing the cus­tomer ac­count

The Cus­tomer can de­ac­ti­vate its cus­tomer ac­count by send­ing a cor­re­spond­ing elec­tronic re­quest to SL’s cus­tomer ser­vice team. The cus­tomer ac­count will then be de­ac­ti­vated. This ac­tion can­not be un­done. Any pay­ment oblig­a­tions that the Cus­tomer has to­wards SL at the time of de­ac­ti­va­tion re­main un­af­fected by this ac­tion.

6.2.4 Link­ing to In­sta­gram pro­file

In order to use the ser­vices of the ap­pli­ca­tion, it must be linked to the Cus­tomer’s In­sta­gram cus­tomer ac­count. To do this, the Cus­tomer must log into its In­sta­gram ac­count using its login de­tails. Fur­ther in­for­ma­tion can be found in the Data Pri­vacy State­ment.

6.3 Li­cence mod­els

SL of­fers var­i­ous li­cence mod­els (“sub­scrip­tion(s)”) for the ap­pli­ca­tion, which dif­fer in terms of their scope of func­tions and, in some cases, are sub­ject to a fee. SL re­serves the right to mod­ify the scope of func­tions pro­vided in free sub­scrip­tions (“tri­als”) at any time or to stop of­fer­ing tri­als

6.3.1 Con­clu­sion of li­cence agree­ment

The or­der­ing of the sub­scrip­tion by the Cus­tomer, e.g. by pro­vid­ing writ­ten con­fir­ma­tion of a non-bind­ing offer by SL (“order”), is con­sid­ered to be a bind­ing offer by the Cus­tomer to enter into a con­tract. In­so­far as the sub­scrip­tion order does not dic­tate oth­er­wise, SL may ac­cept this offer to enter into a con­tract within four­teen (14) days/weeks of SL re­ceiv­ing it. Ac­cep­tance can be pro­vided ei­ther in writ­ing (e.g. by means of order con­fir­ma­tion) or by ac­ti­vat­ing the sub­scrip­tion. The use of per­mit­ted means of down pay­ment by the Cus­tomer, de­spite the pro­vi­sion of re­mu­ner­a­tion, does not im­me­di­ately lead to con­clu­sion of a con­tract.

6.3.2 Work groups

In the case of group or­ders (“work groups”), e.g. for com­pa­nies, SL con­cludes the Con­tract for the work group with the per­son re­spon­si­ble for or au­tho­rised to give di­rec­tives to the mem­bers of the work group (“TL”). The TL hereby gives his as­sur­ance that he has ad­e­quate power of rep­re­sen­ta­tion to do so. SL is en­ti­tled to re­quest cor­re­spond­ing proof from the TL at any time. If the TL does not re­spond to such a re­quest within one (1) week of re­ceiv­ing said re­quest, SL is en­ti­tled to block the com­pany pro­file and to bar the en­tire work group from using the ap­pli­ca­tion.

6.3.3 Li­cence fees; due date; right of re­ten­tion

Un­less agreed oth­er­wise in in­di­vid­ual cases, the cur­rent li­cence fees of SL at the time of con­clu­sion of the Con­tract, plus statu­tory VAT, apply.

Un­less agreed oth­er­wise in in­di­vid­ual cases, the li­cence fee is payable in ad­vance and due within fif­teen (15) days of re­ceiv­ing a cor­re­spond­ing in­voice.

SL is en­ti­tled to with­hold the agreed ser­vices for as long as the Cus­tomer is in de­fault of pay­ment. The right to as­sert claims for fur­ther dam­ages re­mains un­af­fected by this pro­vi­sion.

6.4 Non-ex­clu­sive right of use

6.4.1 Ac­ti­va­tion of the ap­pli­ca­tion

Upon con­clu­sion of the li­cence agree­ment, the Cus­tomer does not be­come the owner of the ap­pli­ca­tion. Rather, the Cus­tomer re­ceives a non-ex­clu­sive, non-trans­fer­able, non-sub-li­cens­able right of use, lim­ited to the agreed pe­riod of time, to use the ap­pli­ca­tion as agreed. The li­cence does not cover other types of use.

6.4.2 Pro­hib­ited ac­tions

With­out prior writ­ten con­sent from SL in par­tic­u­lar, the Cus­tomer shall not it­self nor allow a third party to:

  1. Copy the ap­pli­ca­tion — ex­clud­ing in the form of the app (No. 7) pur­suant to the Con­tract;
  2. Mod­ify, adapt, trans­late or re­design the ap­pli­ca­tion;
  3. c) Sub­ject to § 69e of the Ger­man Copy­right Act, re­verse en­gi­neer, dis­as­sem­ble or de­com­pile the ap­pli­ca­tion, or at­tempt in any other way to dis­cover the source code of the ap­pli­ca­tion;
  4. d) Rent out, sub-li­cense, lease, sell or as­sign the ap­pli­ca­tion, or trans­fer (or as­sert ac­cord­ingly) the rights to the ap­pli­ca­tion in any other way;
  5. e) Re­move in­for­ma­tion iden­ti­fy­ing rights or other des­ig­na­tions (e.g. “pow­ered by squarelovin”) in the ap­pli­ca­tion or in con­nec­tion with the ap­pli­ca­tion; or
  6. f) Use, save, trans­fer or in­tro­duce an in­stru­ment, piece of soft­ware or process that in­ter­feres with or at­tempts to in­ter­fere with the func­tional se­quence of the ap­pli­ca­tion.

6.5 War­ranty

6.5.1 Tri­als

The War­ranty is ex­cluded when using the trial ver­sion of the ap­pli­ca­tion. No. I. 5. re­mains un­af­fected.

6.5.2 Main­te­nance

In the case of paid use of the ap­pli­ca­tion, SL war­rants that it will main­tain the con­trac­tu­ally agreed con­di­tion of the ap­pli­ca­tion for the du­ra­tion of the Con­tract and war­rants that con­trac­tual use of the ap­pli­ca­tion does not con­flict with any third-party rights. SL shall rec­tify any ma­te­r­ial de­fects and de­fects of title re­lat­ing to the rented item within a rea­son­able pe­riod of time. SL does not pro­vide any fur­ther war­ranty for the ap­pli­ca­tion, sub­ject to No. I. 5.

6.5.3 Cus­tomer’s duty of dis­clo­sure

The Cus­tomer shall im­me­di­ately no­tify SL of any de­fects in the ap­pli­ca­tion in writ­ing upon dis­cov­ery of said de­fects. In the case of ma­te­r­ial de­fects, the Cus­tomer shall pro­vide the de­tails of the time when the de­fect oc­curred and the exact cir­cum­stances.

6.5.4 Ini­tial de­fects

Li­a­bil­ity on the part of SL for any ini­tial de­fects (§ 536a of the Ger­man Civil Code) is ex­cluded in­so­far as the re­quire­ments spec­i­fied in No. I. 5. do not apply.

6.6 Con­tract terms; ter­mi­na­tion

6.6.1 Min­i­mum con­tract term

Fee-based sub­scrip­tions have a min­i­mum con­tract term of twelve (12) months from the start of the Con­tract (“min­i­mum con­tract term”), un­less SL and the Cus­tomer have ex­pressly agreed oth­er­wise. The right to or­di­nary ter­mi­na­tion is ex­cluded dur­ing the min­i­mum con­tract term.

6.6.2 Con­tract ex­ten­sion

If nei­ther party ter­mi­nates the Con­tract in writ­ing at least three (3) months prior to the end of the rel­e­vant term, the con­tract term will be ex­tended by at least a fur­ther twelve (12) months at a time.

6.6.3 Ad­just­ment to li­cence fees upon con­tract ex­ten­sion

SL is en­ti­tled to in­crease the li­cence fees in light of the ac­tual size of the Cus­tomer’s busi­ness upon ex­ten­sion of the Con­tract in re­la­tion to the ref­er­ence val­ues spec­i­fied by the par­ties when con­clud­ing the Con­tract or—if such ref­er­ence val­ues have not been con­trac­tu­ally agreed upon—in re­la­tion to the ref­er­ence val­ues pub­lished by SL.

6.6.4 Con­tracts with an in­def­i­nite term

If the par­ties have not agreed on a min­i­mum term, ei­ther party may ter­mi­nate the Con­tract with a no­tice pe­riod of three (3) months to the end of the cal­en­dar year.

6.6.5 Tri­als

Tri­als may be ter­mi­nated at any time with­out hav­ing to give a rea­son and with im­me­di­ate ef­fect. The same ap­plies to the cus­tomer ac­count it­self. Any ex­ist­ing pay­ment oblig­a­tions of the Cus­tomer re­main un­af­fected by this.

6.6.6 Ex­tra­or­di­nary ter­mi­na­tion

Both par­ties’ right to ex­tra­or­di­nary ter­mi­na­tion for cause re­mains un­af­fected. If there is good cause for ter­mi­na­tion in favour of SL, the Cus­tomer is not en­ti­tled to re­quest the re­im­burse­ment of any li­cence fees paid in ad­vance. The Cus­tomer may only re­quest the re­im­burse­ment of li­cence fees paid in ad­vance if the Cus­tomer ter­mi­nates the Con­tract for good cause and if the cause is within SL’s area of re­spon­si­bil­ity.

  1. a) There is con­sid­ered to be good cause in favour of SL in par­tic­u­lar if the Cus­tomer uses the dig­i­tal ser­vices for pur­poses other than those spec­i­fied in the Con­tract and does not stop doing so within a rea­son­able pe­riod of time as set by SL.
  2. b) There is con­sid­ered to be good cause in favour of the Cus­tomer in par­tic­u­lar if SL in­creases prices within the mean­ing of No. 6.6.3.

6.7 Legal con­se­quences upon end­ing of the Con­tract

When the Con­tract ends, SL will de­ac­ti­vate the Cus­tomer’s cus­tomer ac­count. All rights of use to the ap­pli­ca­tion granted to the Cus­tomer by SL will re­vert to SL with im­me­di­ate ef­fect when the Con­tract ends. The Cus­tomer may not con­tinue to use the ap­pli­ca­tion once the Con­tract has ended.

7. App

7.1 App store

In­so­far as the ap­pli­ca­tion is of­fered as an app for mo­bile end de­vices (“app”) via the por­tal or the on­line shop of a third-party provider (here­inafter re­ferred to as the “app store”), the GTC of the rel­e­vant app store also apply.

7.2 In-app pur­chases

This ap­plies in par­tic­u­lar to cases where the Cus­tomer pur­chases sub­scrip­tions or dig­i­tal (ad­di­tional) ser­vices as in-app pur­chases (col­lec­tively also re­ferred to as “sub­scrip­tions”) via the app store. De­pend­ing on how the rel­e­vant app store works, it may only be pos­si­ble to ter­mi­nate/ex­tend such sub­scrip­tions through the provider of that app store.

These GTC valid as at: 29.05.2017