Definitions

Administrator - means the user who is responsible for the administrator account. The first applicant/registered person at Ojoo is also the administrator. Administrator rights are transferable to another registered person within the registered company account.

Administrator Account - means the Customer's user account to which only the Administrator has access. Through this account, the Administrator is able to use the Service according to the Customer's order, configure it, add additional packages, create additional accounts for Users, terminate the account according to terms.

Supplier - designated Ojoo GmbH

API - Application Programming Interface

APP - refers to the native mobile application (for new versions of Android and iOS) available alongside the browser version of Ojoo from Q2/2024, which must be downloaded separately by the user to their smartphone.

Basic Package - means the standard features licensed within the Usage Fee that Ojoo's Customer can use.

Privacy Policy - means the statement of the measures taken by the Provider to ensure the security and proper use of the data of its Users collected in the course of business contact.

Service - Online Telemetry SaaS Service and Customer APP

Customer/Interested Party - means any natural or legal person, as well as anyone who orders Ojoo and/or enters into an agreement in the name of or on behalf of such person. Any natural person must be at least 18 years old Customer Data - means all content, information and data - including personal data - relating to potential customers, business partners, clients and/or customers of the Customer (not limiting) entered and uploaded by the Customer into the Tool and/or the App through use of the Service

Term - means the original or extended term of the subscription.

License and right of use - refers to the contractually defined rights for access to the services.

SaaS - Software as a Service

User - means any user of the client

Website - designated ojoo.io

Additional module - refers to the modules that can be added to the basic package; the calculation is made separately to the basic package depending on the additional booking by the customer.

General business clauses & subject matter of the contract

These Terms and Conditions of Use shall apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code). Contractual partners within the scope of the following General Terms and Conditions are ojoo GmbH, Blücherstraße 32, 75177 Pforzheim, Germany (hereinafter 'Ojoo') and the 'Customer'. The conditions from the following contract are indispensable, so that Ojoo can only offer its services if the Customer accepts the contractual provisions and agrees to the terms of use.Ojoo provides a web-based software solution as a service (SaaS) under the product name 'Ojoo'. Ojoo provides standard software that is subject to ongoing development. Ojoo has the right to change its portfolio of offerings at any time. Furthermore, Ojoo has the right to change and/or adapt the GTCs (General Terms and Conditions) to the circumstances at any time. Ojoo will inform the customer about any kind of change by sending an e-mail to the administrator. If a change may adversely affect the legitimate interests of the Customer, so that the Customer can no longer be expected to continue the agreement, the Customer may terminate the affected service in writing with a notice period of 30 calendar days until the announced change takes effect.

Unless the Customer gives notice, the change shall take effect on the date specified and shall be deemed to be contractually agreed with the Customer. Customer enters into a SaaS contract by using the Services. Customers have access to the Service via the Internet with standard modern web browsers (recommendation: Google Chrome) and SSL-secured access. The configuration of the customer's IT system is not part of this contract. In addition, customers can integrate some third-party additional services via the API. The provision of SaaS services by Ojoo is exclusively in accordance with the subscription model described herein.

Pricing model

The prices stated at the time of the order, as shown on Ojoo's website, shall apply. The prices shown there are net prices in Euro and are exclusive of VAT at the applicable statutory rate, if applicable. The amount of the payment for the use of the software depends on the selected package size, and the additional module(s). All payments are due in advance with the invoice. The credit card will be charged on the due date. If payment is made by credit card, Ojoo reserves the right to check the validity of the card, the debit limit, as well as the address details. Ojoo is entitled to reject the entered credit card as a means of payment if there is an important reason for doing so. If the customer wishes to add additional service packages to the licensed basic package, he can do so directly in the product at any time. Additionally purchased service packages cannot be reduced during an annual term. Ojoo reserves the right to increase the prices Yearly . In the event of a price increase, Ojoo undertakes to notify existing customers at least one month before the expiry of the agreed minimum subscription period. This will be done by email to the administrator.

Payment

Invoices are sent electronically monthly / Yearly , depending on the booked term and any renewal. The SaaS fee is based on a monthly / annual payment, depending on the booked term. The subscription fee is always invoiced at the beginning of the respective term at the beginning of each contract month or contract year and is due for payment immediately without deduction. The invoice will be sent in electronic form to the electronic address and/or administrator provided by the Customer. The Customer is obliged to inform Ojoo as soon as possible about any changes (e.g. other electronic address, changes of credit card data, addresses, etc.).

Unless otherwise expressly agreed, amounts due will be automatically collected in full by Ojoo from the legitimized credit card on the invoice date. When processing payments, Ojoo may use external payment platforms as service providers. All online payments are subject to the terms and conditions of the external operators of the respective payment platforms. Ojoo and the payment service providers comply with the legal requirements. Ojoo has the right to use additional payment methods (e.g. direct debit, PayPal, etc.) at any time.

Cancellation

The Customer has the right to terminate the agreement for the use of Ojoo at any time with the following notice periods: In the case of an annual term, 60 calendar days before the end of the respective term; in the case of a monthly term, within the respective current month with notice to the end of the month. The right to terminate the contract without notice for good cause remains unaffected for both parties. Such cause shall be deemed to exist in particular if:

• the agreement with the customer is based on incorrect or false information provided by the customer
• the customer repeatedly violates the provisions of these Terms of Use / General Terms and Conditions of Business
• the Customer uses the Services for unauthorized, illegal and/or inappropriate purposes
• the Customer commits a fraudulent act in relation to Ojoo, its business or the Services
• the customer is in default of payment for more than two months
• an application for the opening of insolvency proceedings has been filed against the customer
• such has been opened or rejected for lack of assets

What happens after termination: The personal data are kept as long as they are necessary to fulfill the purpose of the processing. The data will be deleted as soon as they are no longer required to achieve the purpose.

After termination, Ojoo may deactivate the Customer's administrator and user account within 30 days - in any case not before the end of the current term.

After the termination Ojoo informs the customer in advance about such deactivation

If Ojoo and the Customer immediately stop using the Services, the Customer may request to export its data from Ojoo via Settings.

After termination, Ojoo may, within the framework of the GDPR, completely delete the Customer Data after 30 days; if the Customer fails to back up its data from the Services in a timely manner, the data cannot be restored

Delivery

Upon conclusion of the agreement, the customer is granted access to the product, which is provided as 'Software as a Service (SaaS)'. Such license implies a non-exclusive and non-transferable right to use the Product. In this case, the provision of the administrator account is considered as delivery of the Product.

Within 48 hours after the delivery has been made, the Customer is obliged to inform Ojoo of any complaints by contacting support or sending an e-mail. If no complaints have been made within this 48-hour period, Ojoo shall assume that the Customer has approved and accepted the delivery. The configuration of the customer's IT system is not part of this contract.

Administrator account & User account

The customer receives with his registration the access to his administrator account and determines independently the initial password. The administrator account manages the entire access of the customer. With the help of the administrator account the customer has the possibility to create further users. The administrator(s) is/are solely responsible for the correct use and all activities of all users of Ojoo. Each user account (including the administrator account) belongs to only one person at a time and may not be shared with any other person under any circumstances.

Via remote maintenance, Ojoo verifies the correct use of the users and locks the entire customer account in case of abuse. The administrator and each user is advised to use an individual and terms of use secure password, change regularly. As a basis for billing, each created user including the administrator account counts.

Note on use

Within the scope of the use of the services, the agreements described in these Terms of Use shall apply. The customer receives access rights for the administrator account and the user accounts for the use. The customer acknowledges that only his administrator and his users can use the services. This includes exclusive use for the Customer's internal business purposes in compliance with all applicable laws, as well as governmental rules and regulations. The Customer is responsible for ensuring full compliance with the Terms of Use. The Customer shall in no case allow access for the use of the Services to persons other than the Administrator or the Users. The customer is obliged not to abuse the services and access rights, i.e. are not allowed:

• Licensing, sublicensing, selling, reselling, renting, lending or distributing the Tool, the App and any Services; furthermore, any inclusion of Services or work derived therefrom in a service bureau or outsourcing offering to a third party.
• Adapting, altering, copying, modifying, translating, or producing derivative works based on the Services (except for those copies, modifications, or derivative works made only from the reports or reviews and only for Customer's internal business purposes).
• Engaging in or granting permission to engage in reverse engineering, disassembly, or decompilation of Ojoo software components.
• Use the Services for illegal or unlawful purposes or to transmit data in a manner that is illegal, defamatory, invasive of another's privacy, abusive, threatening, harmful, or infringes another's intellectual property rights.
• Use of the Services to conduct or promote illegal activities.
• Using the Services to send unsolicited and/or commercial messages such as junk mail, spam, chain letters or phishing.
• Using the Services to harass or harm others.
• Interfering with the proper functioning of the Services, for example, through the use of viruses, worms, Trojan horses or other software that could harm the services and interests of Ojoo and its customers.
• Sending unsolicited and/or commercial messages, such as junk mail, spam and chain letters.
• Adding content that can be described as inappropriate in terms of the purpose of the tool and/or app.
• Bypassing Ojoo's business model.
• Use the Services in any manner that could create a false or misleading impression, attribution or statement regarding Ojoo to any third party.
• Defects & Disclaimer of Warranty

Ojoo makes every effort to provide proper operation of the Services. However, as web-based software, numerous factors outside Ojoo's responsibility may cause interruptions or malfunctions for which Ojoo cannot accept any liability. Nevertheless, if Customers discover any defects in the Platform, they must be reported to Ojoo in writing at support@ojoo.io or within the Product in the Help Center. Material defects will be repaired by Ojoo within a reasonable period of time.

If it is determined that the Customer caused the malfunction through improper use (e.g. user error, use outside of the intended use) or that it was caused by factors outside Ojoo's responsibility (e.g. network malfunctions, third-party interfaces and products, etc.), this shall not constitute a defect. In such a case, Ojoo may refuse to remedy the fault or demand reasonable compensation for the expenses incurred.

Limitation of liability

The Provider warrants that the Cloud Service will meet the specifications published in the Documentation during its term and that the Cloud Service will not infringe any third party rights when used by the Customer in accordance with the Agreement.

The customer is obligated to notify any breaches of duty by the provider immediately in writing with a precise description of the reason. The Provider shall remedy material defects and defects of title of the Cloud Service within a reasonable period of time.

A liability for simple negligence is limited per 2 month to the contract value, unless life, body and health of the customer or essential contractual obligations were violated. Insofar as liability is excluded, this also applies to the personal liability of employees, representatives, subcontractors and other employees of the provider. Strict liability for defects already existing at the time of conclusion of the contract is excluded.

The Provider shall not be liable for any damage caused by third parties illegally accessing, manipulating, destroying or stealing the Customer's data, even though the Provider has taken all security measures required by the current state of the art to prevent such access by third parties. The customer assumes liability for any culpably caused damage or obligations arising from the fact that the customer's account or other services are accessed with the customer's user ID and password, provided that this use is attributable to the customer.

In the event of liability on the part of the Provider, liability shall continue to be limited to those damages that typically occur in Marketing Automation Contracts. Liability for loss of data shall be limited to the typical recovery effort that would have occurred in the event of regular and proper data backups as well as the creation of backup copies in accordance with the risk. Liability under the Product Liability Act remains unaffected.

The provider is not liable for the information transmitted through their services, neither for its completeness, accuracy or timeliness, nor that it is free of third party rights or that the sender is acting illegally by transmitting the information.

Intellectual property, open source

Ojoo is the licensor and owner of the various copyrights, proprietary rights and trademarks of Ojoo or successor brands and advises that some components contain open source software that is subject to additional license terms, which are hereby incorporated as part of this License Agreement. Therefore, the licenses granted to Customer imply only the right of use for a fee. Under no circumstances:

• such right entails a transfer of ownership of the Services and Documentation by Ojoo to the Customer
• such right grants Customer any claim or interest in Ojoo's services, trade names and/or trademarks
• such right grants Customer the right to require Ojoo to provide copies of any software or other products used by Ojoo to provide the Services.

Custom projects and customizations to the Services remain the property of Ojoo. Therefore, the customer may:

• Not use any trademarks, trade names or trade dress of Ojoo without express written consent from Ojoo (such as, but not limited to, their use in metatags, search terms or hidden text)
• without prejudice to its right or any third party's right to challenge the validity of any Ojoo Intellectual Property, not commit or permit any third party to commit any act which may infringe any Ojoo Intellectual Property (including, without limitation, patents, copyrights, designs, trademarks or other industrial or intellectual property rights), nor shall it omit or permit any third party to omit to commit any act which would have that effect

In addition, Customer agrees to notify Ojoo of any actual, threatened, or suspected infringement of Ojoo's intellectual property rights of which Customer becomes aware, as well as any third party claims relating to use of the Product.

Force majeure

Ojoo shall not be liable for any failure to perform its obligations if such failure is due to force majeure. Usual force majeure events include: Any circumstances which were unforeseeable and unavoidable at the time of the closing of the Agreement and which prevent Ojoo from performing the Agreement or which make the performance of the Agreement more difficult, financially or otherwise, than it normally would have been (including, but not limited to, war; natural disasters; fire; seizure; delays by third parties or insolvency of third parties obligated by Ojoo; shortage of personnel; strikes; organizational circumstances; threat of terrorism or terrorist acts; national/international pandemic).

The above-mentioned force majeure situations entitle Ojoo to revise and/or suspend the Agreement by simple written notice to the Customer, without being obliged to pay any compensation. If the force majeure and/or hardship situation continues for more than two months, both partners are entitled to terminate the agreement extraordinarily.

Language

The language of this contract is German and English. There are no legally valid translations into other languages. Ojoo has the right at any time to publish the contract in other languages or to adapt it to local requirements for international marketing.

Governing Law & Jurisdiction

Any problems, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be governed by and construed in accordance with German law (excluding conflict of laws or the Vienna Sales Convention UNCISG).

Any dispute regarding the validity, interpretation, enforcement, performance or termination of this Agreement shall be subject to the exclusive jurisdiction of the ordinary courts in Pforzheim - Germany.

Personal Data & Privacy

The Privacy Policy can be viewed at https://ojoo.io/privacy. The parties also conclude a separate agreement on order processing AVV.

Support

If the customer needs support in technical or specific questions about the application, we refer to the help center located in the product with descriptions of individual functional areas. In addition, questions can be addressed directly to support via the help center. There is also the possibility of direct contact within the product in the help center.

The support team is available by e-mail from Monday to Friday from 10:00 - 16:00 (CET) (except holidays). The support team will make every effort to help the customer as soon as possible after the support request.

Waiver & Severability Clause

If at any time Ojoo and/or Customer fail or neglect to assert any rights under this Agreement or to enforce any provision hereof, such failure shall not be deemed a waiver of such rights or the ability to enforce any such provision.

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then that provision will be modified to reflect as nearly as possible the intent and economic purpose of the original provision, while the other provisions of this Agreement will remain in full force and effect.