1. Scope of application

1.1. These General Terms and Conditions ("GTC" or "Terms of Service") are applied by dBdone, represented by Mykhaylo Novokhatko & Wolfgang Schneider (hereinafter referred to as "dBdone").

1.2. dBdone has developed the dBdone software, [an organizational tool to enhance productivity and communication] (the "Software" or "App"), and offers the Software under a Software-as-a-Service model ("SaaS") and the App for download on MacOS and Windows electronic device.

1.3. The precise system requirements and the full scope of functions of the Software are found in the product description on the distribution platform used to download on dBdone's website (the "Website") or the App (the "App Store").

1.4. The offer of dBdone for the use of the Software is directed to both Consumers and Business Customers (each a "Customer"). For the purpose of these GTC, (i) a "Consumer" is any individual entering into the contract for a purpose not related to the individual's business, trade, or self-employed professional activity (§ 13 of the German Civil Code (BGB)) and (ii) a Business Customer is a user (whether an individual, company, or partnership vested with legal capacity) who enters into the relevant contract in the conduct of its business or self-employed professional activity (§ 14 of the German Civil Code (BGB)).

1.5. The legal relationship between dBdone and the Customer is exclusively governed by these GTC. General terms and conditions of the Customer are excluded. Counter-confirmations of the Customer with reference to the Customer’s terms and conditions are hereby contradicted.

 

2. Subject of the contract

2.1. dBdone makes the Software available to the Customer for use for the duration of the Agreement via the internet or for download against payment or free of charge for a certain test period (the "Service"). As part of the SaaS, dBdone sets up the Software on a server operated by dBdone or a subcontractor commissioned by dBdone.

2.2. dBdone only owes the properties of the functions and characteristics of the Software as shown in the documentation and adapting the Service to the pertinent state of the art.

2.3. dBdone will continuously expand the Software and the Service through patches, updates, and upgrades and make improvements if these (i) serve technical progress or (ii) appear necessary to prevent misuse. In addition, dBdone may modify the Software and/or the Service if (i) applicable law requires such modifications, (ii) the modifications are beneficial to the Customer, and (iii) the modifications are purely technical or procedural and do not materially affect the Customer. All other changes are subject to section 14 of these GTC.

2.4. dBdone does not owe an adaptation of the Service to the needs of the Customer. Upgrades such as additional features may be made available to the Customer by agreement and, if applicable, against separate remuneration.

 

3. Registration, Sign-up

3.1. The usage of the Service requires the registration as well as the set-up of a user account (the "User Account") by filling in the name, address, email address as well as a password and a username. During the initial registration, by pressing [“Create Account”] or [“Sign Up”] and clicking the checkbox “I accept the Terms of Service and the Privacy Policy ” the Customer submits an offer on the conclusion of the agreement to use the Service according to the Terms of Service (the “Agreement”). If the Customer chooses a paid subscription, the Customer will also be asked for payment information and the Customer will be informed that by clicking the button [“Subscribe to paid plan”] dBdone has the right to charge the fees via the Customer’s chosen payment option respectively. Otherwise, the registration is free of charge. dBdone will accept the Customer’s offer by sending a confirmation email or by providing the Service to the Customer.

3.2. When the Customer creates a User Account, the Customer must provide dBdone with accurate, complete, and current information at all times. Failure to do so constitutes a breach of these Terms of Service, which may result in immediate termination of the registration.

3.3. The Customer shall take all necessary steps to ensure that the password is kept confidential at all times. The Customer shall notify dBdone by contacting hello@dbdone.com without undue delay if there are signs of unauthorized use of the Customer’s User Account or any breach of security by a third party. The Customer is not authorized to grant the use of the User Account to any third party. The Customer is responsible for all activity that occurs on their User Account.

3.4. The Customer may not use a username that is the name of another person or entity or that is not lawfully available for use, a name or trademark subject to any rights of another person or entity without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene.
AS A CONSUMER (as defined in clause 1.4 hereof), THE CUSTOMER HAS A RIGHT TO WITHDRAW FROM AN AGREEMENT REGARDING A PAID SUBSCRIPTION IN ACCORDANCE WITH THE STATUTORY PROVISIONS AS SHOWN BELOW.

 

4. Provision of the SaaS Software, Service Availability

4.1. The Software shall be hosted on a server infrastructure licensed by dBdone. dBdone shall make the Software available for use at the router outlet point of the computer center in which the server with the Software is housed (the "Handover Point"). The Customer is responsible for the internet connection between the Customer and the computer center and the hardware and software required for this (e.g. PC, network connection).

4.2. The Customer must be aware that restrictions and/or impairments of the Services provided may arise that are beyond dBdone's control, such as actions of third parties not acting on behalf of dBdone, technical conditions beyond dBdone's control, and force majeure.

4.3. dBdone will make daily backups and store them for a period of seven days.

 

5. Support services

5.1. The scale of the support services shall depend on the scope agreed upon between the parties.

5.2. Support requests must be reported in writing with a comprehensible description of the error symptoms, which, if possible, should be substantiated by written records, screenshots, or other documentation proving the defects. Support requests are generally processed within dBdone's normal business hours.

 

6. Fees

6.1. For paid accounts, the Customer shall pay dBdone the agreed monthly or annual fee depending on the agreed Features ("Features" will be further defined on the Website).

6.2. Billing of a subscription is made on a pre-paid basis. The chosen payment source will be billed within [five (5)] bank working days (Munich) of the beginning of the chosen subscription period and at every renewed period of subscription respectively according to the current price list. Details of the offered payment methods and conditions will be shown on the Website.

6.3. If the Customer wants to upgrade the Service by adding additional Features, the Customer may do so without further notice by making appropriate settings in the User Account. The corresponding higher fee shall be billed accordingly for the remaining period of the Agreement's term. The Customer may also decrease the type of Features accordingly, in that case, the corresponding lower fee will be charged with the beginning of the following billing cycle.

 

7. Content

7.1. The Service allows the Customer to post, upload, save, share or otherwise make available text, images, or other information regardless of the form of that content ("Content"). The Customer is responsible for the Content that they post to the Service, including its legality, reliability, and appropriateness.

7.2. By posting Content to the Service, the Customer grants dBdone the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service to the extent necessary to provide the Service ("License"). Apart from that, the Customer retains any and all rights to any Content the Customer submits, posts, or displays on or through the Service, and the Customer is responsible for protecting those rights. The Customer agrees that the License includes the right for dBdone to make the Content available to other users of the Service, who may also use the Content subject to these Terms of Service.

7.3. The Customer represents and warrants that: (i) the Customer is the owner of the rights in and to the Content or the Customer has the right to use it and grant dBdone the rights under the License, and (ii) the posting of the Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person.

 

8. Content Restrictions

8.1 dBdone is not responsible for the content provided by Customers. The Customer expressly understands and agrees that the Customer is solely responsible for the Customer's Content.

8.2 The Customer may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

8.2.1 Unlawful content or content promoting unlawful activity.

8.2.2 Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.

8.2.3 Spam, machine-generated, or randomly generated content constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.

8.2.4 Content containing or installing viruses, worms, malware, trojan horses, or other harmful material designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third party.

8.2.5 Content infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity, or other intellectual property rights.

8.2.6 Content impersonating any person or entity, including dBdone, its employees, or representatives.

8.2.7 Content violating the privacy of any third person.

8.2.8 False information or misleading features.

8.3 dBdone reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with these GTC. dBdone may refuse or remove any such Content. dBdone can also limit or revoke the use of the Service if the Customer posts such objectionable Content. As dBdone cannot control all content posted by users and/or third parties on the Service, the Customer agrees to use the Service at the Customer's own risk. The Customer understands that by using the Service, the Customer may be exposed to content that may be offensive, indecent, incorrect, or objectionable, and the Customer agrees that under no circumstances will dBdone be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the Customer's use of any content, except where dBdone is liable pursuant to section 10 hereof.

8.4 Content Backups

8.4.1 Although regular backups of Content are performed, dBdone does not guarantee there will be no loss or corruption of data.

8.4.2 The Customer shall make backup copies of data transmitted to the Service on the Customer’s own data carriers in order to ensure the reconstruction of the data and information in the event of loss.

8.4.3 Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

 

9. Indemnification

9.1 The Customer will indemnify, defend, and hold harmless dBdone and its officers, directors, and employees from any and all claims, suits, litigation, causes of action, losses, damages, expenses, costs (including court costs and attorneys’ fees), and liabilities (“Losses”) that arise out of, or in connection with (i) the Customer’s use of the Services; (ii) any breach by the Customer of the obligations outlined in section 8.2 hereof; or (iii) any claim that the Customer’s Content caused damage to a third party. If the Customer is a Consumer, such obligations shall only apply if the Customer is responsible for the infringement resulting in any Losses.

9.2 In cases of claims enforced by third parties, the Customer will provide dBdone with all the information necessary for the examination of the claim and defense against it. The Customer must provide the information immediately, truthfully, and completely.

 

10. Rights to Use the Software

10.1 Subject to the payment of the agreed fees, dBdone grants the Customer a non-exclusive and non-transferable right to use the Software during the term of the Agreement in the agreed scope, particularly with the agreed storage space. The Customer shall use the Software as intended for the Customer’s own interests (not of affiliated companies pursuant to Section 15 ff. Corporation Act or third parties).

10.2 The Customer may increase the scope of use pursuant to clause 6.3.

10.3 The Customer may only reproduce the Software to the extent necessary for its intended use as per the current performance description. For the SaaS offer, this includes loading the Software into working memory on dBdone’s server, but does not include installation or storage of the Software on any data media (such as hard drives) of the Customer’s hardware.

10.4 The Customer may not decompile, disassemble, or reverse engineer the Software. The Customer has no claim to access or surrender of the Software’s source code.

10.5 The Software may include Open Source Software components. Use of such components is subject to the corresponding terms of use for the Open Source Software, which are furnished and/or cited in conjunction with the Open Source Software components. If contradictions arise between Open Source license terms and these GTC, the license terms for the Open Source Software will prevail.

 

11. Warranty

11.1 The Software provided by dBdone essentially corresponds to the product description. Claims for defects in updates, upgrades, or new versions are limited to innovations compared to previous versions.

11.2 Statutory provisions on warranty in rental agreements and §§ 327 et seq BGB apply. However, the application of § 536a (2) BGB (tenant’s right to remedy defects himself) is excluded.

11.3 Otherwise, the provisions of the law on service contracts (§§ 611 et seq. BGB) apply.

11.4 dBdone does not warrant that the Customer's business expectations associated with using the Software will be realized.

11.5 dBdone does not provide any additional warranty for the Software without express confirmation.

11.6 Any claims for damages shall be subject to the limitations set out in section 12.

 

12. Liability of dBdone for Damages to the Customer

12.1 dBdone shall be liable for damages or reimbursement of fruitless expenses in the following cases to an unlimited extent and in accordance with statutory limitation periods:

12.1.1 in cases of intent and gross negligence by dBdone;

12.1.2 in the event of personal injury for which dBdone is responsible;

12.1.3 for guarantees made by dBdone; and

12.1.4 for claims under the German Product Liability Act (Produkthaftungsgesetz).

12.2 For simple negligence, dBdone shall only be liable if material contractual obligations are breached. Material obligations are those whose fulfillment is necessary for proper contract performance or whose breach endangers the purpose of the contract.

12.3 Liability of dBdone, its representatives, and agents is excluded for force majeure (incl. strikes, natural disasters, pandemics) and simple negligent breaches of non-material contractual obligations. Strict liability for initial defects (§ 536a (1) BGB) is excluded.

12.4 dBdone retains the right to object due to contributory negligence on the part of the Customer.

12.5 dBdone shall only be liable for the loss of data up to the amount that would have been incurred to restore the data if it had been properly and regularly backed up.

 

13. Limited Liability for Services Provided Free of Charge

Contrary to clauses 11 and 12 above, the following shall apply for Services provided by dBdone free of charge:

13.1 dBdone shall not be obligated to remedy a defect.

13.2 If the Customer has suffered harm from a defect, dBdone shall owe damages only if the defect was willfully concealed by dBdone. Otherwise, dBdone's liability shall be limited to intention and gross negligence.

 

14. Data Protection and Data Security

14.1 Where necessary, the Customer and dBdone shall enter into an agreement which is subject to commissioned processing and technical organizational measures (TOM) in accordance with the template provided by dBdone.

14.2 dBdone takes appropriate technical and organizational measures to ensure data security. Personal data and business-critical data are stored in a secure environment (protected by firewall, password protection, encryption, etc.).

 

15. Term and Termination

15.1 The term of the Agreement shall be the chosen subscription period ("Initial Term"), which will be renewed automatically for the same period (each a "Renewed Term"), unless terminated pursuant to these GTC. If the Customer is a Consumer, the Renewed Period shall, in deviation from the foregoing, in no event be longer than one month.

15.2 The Customer may unsubscribe from any subscription, and thereby terminate the Agreement according to the period stated below, without giving reason, by using a respective "Termination" button in the User Account. An unpaid subscription may be terminated at any time with immediate effect, whereas a paid subscription may only be terminated with effect at the end of the ordered Initial Term or the end of the respective Renewed Term.

15.3 If the Customer wants to delete the entire User Account, the Customer may do so by contacting dBdone at hello@dbdone.com or pressing the "Delete Account" button. If the Customer cancels the User Account and still has a valid paid subscription for the Service, any amount the Customer may already have paid for the subscription will not be refunded.

15.4 The right of either party to terminate the Agreement without notice for good cause and the right to terminate the Agreement in accordance with section 17 (extraordinary termination in the event of changes to the GTC) shall remain unaffected. dBdone shall be deemed to have a good cause to terminate the contract in particular if (i) the Customer fails to comply with any applicable legal provisions or (ii) the Customer fails to comply with any terms of these Terms of Service, in particular section 12.2, and, where reasonable, dBdone has given the Customer the opportunity to stop any misconduct but the Customer failed to do so.

15.5 With the end of the Agreement, the rights to use the Software pursuant to clause 7 shall automatically end without any declaration being required from dBdone. However, the Customer of SaaS Services shall have the right to export the Customer’s data in CSV format within seven (7) days from the end of the Agreement.

 

16. Changes to the GTC

dBdone reserves the right to change or amend these GTC. The planned changes or amendments shall be announced to the Customer by e-mail or in writing with a reasonable period of notice before the planned entry into force. If the Customer does not object to the amended GTC in text form (e.g. letter or e-mail) within six (6) weeks after receipt of the e-mail, the amended GTC shall be deemed accepted, unless such changes affect any primary obligations of dBdone to provide the Service with the main functions as agreed between the parties. In the event of an objection or non-acceptance of changes to primary obligations as stated above, the original GTC shall continue to apply unchanged; in this case, however, dBdone shall be entitled to terminate the Agreement within the scope of an extraordinary right of termination with a notice period of thirty (30) days from receipt of the objection to the end of the current, as applicable, Initial Term or Renewed Term.

 

17. Links to other Websites

17.1 The Service may contain links to third-party websites or services that are not owned or controlled by dBdone.

17.2 dBdone has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. The Customer further acknowledges and agrees that dBdone shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

17.3 dBdone strongly advises the Customer to read the terms and conditions and privacy policies of any third-party websites or services that the Customer visits.

 

18. Final Provisions

18.1 The European Commission provides a platform for the online settlement of disputes which can be accessed under http://ec.europa.eu/consumers/odr/. dBdone is neither obliged to take part in alternative dispute resolutions before a consumer dispute settlement commission nor will do so voluntarily.

18.2 The Customer shall only be permitted to offset claims that are undisputed by dBdone or have been legally established.

18.3 The exclusive place of jurisdiction for all disputes arising from and in connection with this Agreement is Berlin if the Customer is a Business Customer. The place of performance is the registered office of dBdone.

18.4 The law of the Federal Republic of Germany shall apply exclusively. If the Customer is a Consumer and has his/her habitual residence in another country, the Customer shall, however, continue to have the protection afforded to consumers by provisions that cannot be derogated from by agreement by virtue of the law applicable in the state of the Customer’s habitual residence.

18.5 Should a provision of these GTC be or become invalid, contain an inadmissible deadline provision or a loophole, the legal validity of the remaining provisions shall remain unaffected. Insofar as the invalidity does not result from a violation of §§ 305 ff. BGB (validity of general terms and conditions), an effective provision which comes closest to the economic intentions of the parties shall be deemed to have been agreed in place of the ineffective provision. The same shall apply in the event of a loophole. In the event of an invalid term, the legally permissible term shall apply.

 

Instruction on Withdrawal

Right of Withdrawal:

You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire 14 days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us by an unequivocal statement (e.g., a letter sent by post, fax, or e-mail) to:

dBdone
Represented by Mykhaylo Novokhatko & Wolfgang Schneider
Albrecht-Dürer-Straße 15, 81543, München, Deutschland
Email: hello@dbdone.com

Effects of Withdrawal:

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated to us your withdrawal from this contract, in comparison with the full coverage of the contract.

Your right to withdraw from this Agreement expires prematurely if the Services were initiated by us to you only after you as a Consumer have expressly agreed that we shall commence with the execution of the contract before the expiry of the withdrawal period, and at the same time have confirmed your knowledge of the fact that you lose your right to withdraw from the contract with the beginning of the execution of the contract.