PERDOO TERMS OF SERVICE

1. GENERAL | SCOPE

1.1 These General Terms of Service (“GTS”) apply to all contracts between Perdoo GmbH (“Perdoo”) and business owners (Unternehmern) within the meaning of sec. 14 of the German Civil Code to whom Perdoo provides access to its Services as defined below (“Customer”).
1.2 These GTS shall govern each ordering document or any online or in-app ordering process that references these GTS (each an “Order Form”). The terms of each Order Form will incorporate the terms of these GTS and will form a separate Services Contract with respect to the services under that Order Form (a “Services Contract”).
1.3 These GTS shall also apply as a framework agreement for future contracts with the same Customers without Perdoo being required to refer to them again in each individual case. They shall be deemed to be confirmed by the Customer at the latest when Perdoo provides the Services.
1.4 These GTS apply exclusively. Different, conflicting or supplementary standard terms of business of the Customer shall only become part of the contract if and to the extent that Perdoo has consented to their application in writing.
1.5 Individual agreements made in writing with the Customer in specific cases (including ancillary agreements, supplementary agreements and amendments) shall take priority over these GTS.
1.6 Where these GTS mention the terms ‘written’, ‘in writing’, ‘written form’ or similar, this shall refer to ‘in writing’ in the sense of section 126 German Civil Code. The electronic exchange of copies of signed documents shall suffice in this regard whereas the exchange of simple e-mails shall not be sufficient.
1.7 References to the application of statutory provisions shall be for clarification purposes only. Consequently, statutory provisions shall also apply without such clarification provided that they are not directly amended or expressly excluded in these GTS.

2. LICENSE GRANT

2.1 Subject to the terms and conditions of the Services Contract, Perdoo hereby grants to the Customer, during the Initial Service Term and any Renewal Service Term, a non-exclusive, non-transferable, non-sublicensable world-wide right and licence to use the Perdoo software as software-as-a-service and to access and use Perdoo’s websites, spaces, services and applications as designated in the Order Form (collectively the “Services”) for internal business purposes only, and for the number of Users stated in the Order Form (“Licenses”). The Services are offered as prescribed by the Perdoo documentation located at an URL further specified by Perdoo or attached as an exhibit to the Order Form (as it may be updated from time to time, the “Documentation”).
2.2 The Customer may permit its employees, its Affiliates (and employees thereof) and its third party outsource service providers, consultants and contractors to use the Services (collectively “Permitted Users” and any individual using the Services a “User”) provided that (A) the Customer shall procure that Permitted Users comply with the terms of these GTS and the Customer shall remain responsible and liable for all acts and omissions of Permitted Users; (B) the Services are used solely for the benefit of the Customer or any of Customer’s Affiliates. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under direct or indirect common control with the Customer or Perdoo respectively, or which is a wholly owned subsidiary of the Customer or Perdoo respectively, where ‘control’ means owning, directly or indirectly, at least fifty-one percent (51%) of the equity securities or equity interests of such entity.

3. LICENSE RESTRICTIONS

3.1 The Customer shall not (and shall not permit any third party to) directly or indirectly: (A) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, make any external commercial use of, outsource, use on a timeshare or service bureau basis, or use in an application service provider or managed service provider environment, or otherwise generate income from the Services; (B) copy the Services onto any public or distributed network, except for an internal and secure cloud computing environment; (C) decompile, reverse engineer or disassemble any portion of the Services, or otherwise attempt to discover any source code, object code or underlying structure, ideas, know-how or algorithms or other operational mechanisms of the Services; (D) modify, adapt, translate or create derivative works based on all or any part of the Services (except to the extent expressly permitted by Perdoo or authorized within the Services); (E) modify any proprietary rights notices that appear in the Services or components thereof; (F) use any Services in violation of any applicable laws and regulations (including any export laws, restrictions, national security controls and regulations) or outside of the license scope set forth in clause 2; (G) configure the Services to collect (i) any data that is defined as sensitive personal data or ‘special categories of data’ within the meaning of Directive 95/46/EC or any applicable national implementation of it; (ii) passwords or other authentication credentials, (iii) any payment or other financial data, biometric data or genetic data; or (iv) any data relating to a person under the age of 16 years old (collectively, “Prohibited Data”); or (H) use the Services to (i) store, download or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malware, or (ii) engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity, (iii) interfere with or disrupt the integrity or performance of third party systems, or the Services or data contained therein, (iv) attempt to gain unauthorized access to the Services or Perdoo’ systems or networks, or (v) perform, or engage any third party to perform, authenticated or unauthenticated penetration testing, vulnerability assessments or other security assessments.
3.2 The Customer shall not export or re-export, directly or indirectly, any Services or technical data or any copy, portions or direct product thereof in breach of any applicable laws and regulations. In particular, the Customer and its Affiliates will comply with the sanctions imposed by the Federal Republic of Germany, the European Union, the United Nations and with the applicable federal laws of the United States of America insofar as they do not result in a violation of or a conflict with section 7 of the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung) or a similar applicable anti-boycott statute. The Customer shall, at its own expense, obtain all necessary customs, import, or other governmental authorizations and approvals.
3.3 The Services may only be used by the Customer as prescribed in the Documentation.
3.4 Although Perdoo has no obligation to monitor the Customer’s use of the Services, Perdoo may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

4. TRIAL USE

4.1 If the Customer accesses the Services as part of a trial evaluation (“Trial Use”), the License is granted for the period enabled for the Services provided by Perdoo. Perdoo shall have the right to downgrade, limit or otherwise modify the Services provided for Trial Use at any time without notice, and no guarantee, indemnity, Maintenance or Support obligations of Perdoo will apply to Trial Use. The Customer may use the number and type of licences indicated by Perdoo in writing prior to the Customer downloading or accessing the Services, which will be enabled by the Customer’s specific licence key. Perdoo has the right to immediately revoke and terminate any Trial Use at any time. The Customer agrees to provide feedback related to the Services as reasonably requested by Perdoo. The Customer grants to Perdoo, without charge, the fully paid-up, perpetual, sublicensable right to exploit such feedback for any purpose. Trial Use is not a guarantee of future product features and should not be relied upon in making any purchasing decisions.

5. CUSTOMER’S RESPONSIBILITIES

5.1 The Customer represents and warrants that the Customer and its Permitted Users will use the Services only in full compliance with all applicable laws and regulations. In particular, the Customer represents and warrants that it will comply with all applicable German and EU employment legislation when using the Services and when permitting Permitted Users to use the Services and that compliance with such legislation is Customer’s sole responsibility.
5.2 The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without the Customer’s knowledge or consent.
5.3 The Customer shall be solely responsible for the content of all visual, written or audible communications, files, documents, videos, recordings, and any other material (“Content”) displayed, posted, uploaded, stored, exchanged or transmitted on or through the Service.
5.4 Perdoo has no control over what the Customer or its users of the Service post or submit and cannot guarantee the accuracy of any information submitted by any User. The Customer shall contact Perdoo if the Customer becomes aware of misuse of the Services by any person. Perdoo may without notice or liability investigate any complaints or suspected violations of the Contract that come to its attention and may take any action that it believes is appropriate, including, but not limited to, rejecting, refusing to post, or removing any Content, or other data, or restricting, suspending, or terminating the Customer or any User’s access to the Services, however, Perdoo also reserves the right not to take any action.
5.5 The Customer shall notify Perdoo promptly of any unauthorized use of any password or account or any other known or suspected breach of security or misuse of the Services.

6. MAINTENANCE AND SUPPORT

6.1 Subject to the Customer’s payment of the Service Fees set forth in the applicable Order Form, Perdoo will provide Maintenance and Support for the Service. “Support” is defined as Perdoo’s obligations to respond to support requests of the Customer by documenting and troubleshooting issues and providing technical and non-technical assistance. “Maintenance” means Perdoo’s obligations related to error resolution, bug fixes and the provision of updates and upgrades made generally commercially available by Perdoo in its sole discretion.
6.2 Perdoo will provide Support to the Customer via the channels and during the hours specified in the following chart. The type of Support is determined by the tier option (‘Starter’, ‘Professional’ or ‘Enterprise’) specified in the Order Form (each a “Tier”).
Starter
E-mail Support

9:00 am to 6:00 pm CET

First response time: one (1) day

Help desk Support

9:00 am to 6:00 pm CET

First response time: one (1)

Access to the Perdoo support center (self-service knowledge base for Customers) 24/7
Professional
E-mail Support

9:00 am to 6:00 pm CET

First response time: eight (8) hours

Help desk Support

9:00 am to 6:00 pm CET

First response time: eight (8) hours

Live chat Support

9:00 am to 6:00 pm CET

First response time: thirty (30) minutes

Enterprise
E-mail Support

9:00 am to 6:00 pm CET

First response time: four (4) hours

Help desk Support

9:00 am to 6:00 pm CET

First response time: four (4) hours

Live chat Support

9:00 am to 6:00 pm CET

First response time: thirty (30) minutes

6.3 E-mail Support is provided via support@perdoo.com. Help desk Support is provided online via the issue of support tickets. Live chat Support is provided in-app.
6.4 Perdoo shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services.
6.5 The fees for Maintenance and Support are included in the Service Fees.

7. AVAILABILITY AND SECURITY

7.1 Subject to the Customer’s payment of the Service Fees set forth in the applicable Order Form, Perdoo will make the Services available to the Customer in accordance with this clause 7.
7.2 Perdoo shall use reasonable endeavors, in its sole discretion, to adopt reasonable measures in order to ensure, that the Services are available to the Customer over the Internet. Perdoo shall be entitled to take measures that affect the aforementioned accessibility where Perdoo deems such to be necessary for technical, maintenance, operational, or security reasons. The Customer is aware and acknowledges that the Customer’s access to the Internet cannot be guaranteed and that Perdoo shall never be liable for deficiencies in the Customer’s own Internet connections or equipment.
7.3 Services may be temporarily unavailable for scheduled or for unscheduled emergency Maintenance, either by Perdoo or by third-party providers, or because of other causes beyond Perdoo’s reasonable control, but Perdoo shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

8. PROFESSIONAL SERVICES

8.1 Subject to the terms hereof (including payment of any applicable Service Fees set forth in the Order Form), Perdoo shall provide additional professional services described in an Order Form, if any (“Professional Services”).
8.2 The Professional Services will be rendered on a one-time fee or a time and materials basis. If the Professional Services purchased have been consumed, Perdoo will stop the Professional Services until additional Professional Services have been purchased.
8.3 The Customer agrees to provide reasonable cooperation and information as necessary to permit Perdoo to perform the Professional Services. With respect to Perdoo’ staff providing Professional Services to the Customer no lease of personnel (Arbeitnehmerüberlassung) shall take place. Instructions to Perdoo’ staff must not be given by the Customer’s staff or representatives but only by Perdoo’ representatives. Issues arising with Perdoo’ staff which affect the Customer and/or the Professional Services to be provided must be addressed by the relevant the Customer’s contact person to the relevant Perdoo’ contact person. Perdoo’ staff will not be integrated into the operational organization of the Customer. Perdoo will in its sole discretion decide how and where to utilize its resources (including Perdoo’ staff) and plan its performances under the Services Contract (and the related Order Forms) in accordance with the contents and the agreed limits of the Professional Services.
8.4 When providing Professional Services, Perdoo does not owe and will not be liable for any specific outcome or result vis-à-vis the Customer (sec. 611 German Civil Code).
8.5 The Customer will reimburse Perdoo for travel and expenses (at cost) incurred in connection with the Professional Services (if any).
8.6 Professional Services will be performed on business days (a business day means Monday through Friday, excluding national holidays, during working hours, in the location where the Professional Services are provided).
8.7 The cooperation of the Parties hereunder, in particular with regard to Professional Services, builds upon mutual trust between Perdoo and the Customer. Therefore, during the Initial Service Term and any Renewal Service Term, and in each case for a period of twelve (12) months thereafter, without Perdoo’ prior written approval, the Customer will not solicit for employment or consultancy any Perdoo’ employees who participated in the performance of Professional Services.

9. CONFIDENTIALITY | CUSTOMER DATA

9.1 The Customer and Perdoo understand that they have or may disclose to each other business, technical or financial information relating to their business (the “Confidential Information”). Confidential Information of Perdoo includes non-public information regarding features, functionality and performance of the Service. Confidential Information of the Customer include non-public data provided by the Customer to Perdoo to enable the provision of the Services (“Customer Data”).
9.2 The Customer and Perdoo agree to take reasonable precautions to protect each other’s Confidential Information, and not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. This shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Customer or Perdoo respectively can document (A) is or becomes generally available to the public, or (B) was in the Customer’s or Perdoo’s respective possession or known by them prior to receipt, or (C) was rightfully disclosed to the Customer or Perdoo respectively without restriction by a third party, or (D) was independently developed without use of any Confidential Information or (E) is required to be disclosed by law.
9.3 The Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data. Perdoo shall have no liability for any Customer Data.
9.4 Notwithstanding anything to the contrary, Perdoo shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Customer Data and data derived therefrom), and Perdoo will be free (during and after the term hereof) to (A) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Perdoo offerings, and (B) disclose such data solely in aggregate or other de-identified form in connection with its business.

10. PROPRIETARY RIGHTS

10.1 Perdoo and its suppliers own and shall retain all proprietary rights, including all copyright, database rights, patent, trade secret, trademark and all other intellectual property rights and technical solutions, in and to the Services and the results of any Services. The Customer acknowledges that the rights granted under the Services Contract do not provide the Customer with title to or ownership of the Services.
10.2 Perdoo reserves the right to implement new versions and upgrades of the Services including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice.
10.3 In the event of an agreed case study or similar between the Customer and Perdoo, all intellectual property rights to material produced, including but not limited to photos, quotes, interviews, videos, testimonials, under such work shall belong to Perdoo and may at its sole discretion be used by Perdoo in the marketing of the Services.
10.4 The Customer agrees that Perdoo may refer to the Customer by its trade names and logos, and may briefly describe the Customer’s business, in Perdoo’s marketing materials and website.

11. DATA PROTECTION

11.1 The Customer and Perdoo shall at all times comply with the requirements of any applicable privacy and data protection legislation. In particular, where reasonably required by the Customer, Perdoo will enter into a written data processing agreement with the Customer.
11.2 Perdoo may subcontract processing of Customer personal data (if any) provided that it enters into a written agreement with any subcontractor containing terms at least as stringent as those in this clause.
11.3 Perdoo may export the Customer personal data outside of the European Economic Area provided that it complies with applicable privacy and data protection legislation.

12. PAYMENT OF FEES

12.1 The Customer will pay Perdoo the fees described in the Order Form for the Services and Professional Services in accordance with the terms therein (the “Service Fees”).
12.2 If the Customer’s use of the Services exceeds the capacity set forth in the Order Form (the “Service Capacity”) or otherwise requires the payment of additional fees per the terms of the Services Contract, the Customer shall be billed for such usage and the Customer agrees to pay the additional fees in the manner provided herein.
12.3 Perdoo reserves the right to change the Service Fees for the following Renewal Service Term upon at least sixty (60) days prior to the end of the Initial Service Term or the end of the then current Renewal Service Term.
12.4 Unless otherwise specified, Perdoo requires the Customers to make all payments via credit card. Perdoo will provide a secure link to the Customer where they can upload credit card information that will be processed at time of billing. Perdoo may offer Customer to make payments via bank wire using the payment details provided by Perdoo. Perdoo may also choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Perdoo fourteen (14) days after the mailing date of the invoice.
12.5 Following notice in textform under sec. 126b German Civil Code (simple email sufficient), Perdoo shall be entitled to suspend Customer’s access to the Services if payments are not received within fourteen thirty (14) days of the due date.
12.6 Where a monthly billing model is agreed upon, the Customer’s subscription will automatically update at the beginning of every billing cycle to reflect the current number of Licenses present in the Customer’s Perdoo account. Where a multiple-month billing model is agreed upon, once a month Perdoo will calculate how many Licenses are present in the Customer’s account.
12.7 In the event the Customer’s Perdoo account contains more Licenses than the Customer had initially ordered for the then-current Initial Service Term or Renewal Service Term, the Customer will be charged for these Licenses for the remainder of the then-current term. In the event the Customer removes Licenses which have been added to the Customer’s Perdoo account after an initial order of fewer Licenses and the Customer has already been charged for these removed Licences, Perdoo will issue a corresponding credit which can be applied to the following Renewal Service Term.
12.8 In the event the amount of Licenses in the Customer’s Perdoo account falls below the amount initially ordered for the then-current Initial Service Term or Renewal Service Term, the Customer shall remain obliged to pay the full amount of the corresponding Service Fees for the Licences initially ordered for the then-current term.
12.9 All Service Fees are exclusive of, and the Customer shall pay, all taxes, duties, and assessments, however designated, which are levied or imposed upon such Service Fees, excluding only taxes based on Perdoo net income.

13. TERM | TERMINATION

13.1 Subject to earlier termination as provided below, the Services Contract begins on the date specified in the Order Form (“Effective Date”) and will remain in effect for an initial term as specified in the Order Form (“Initial Service Term”). The Initial Service Term shall automatically and continuously renew for additional periods, each of which correspond with the Initial Service Term (“Renewal Service Term”), unless either party requests termination at least thirty (30) days prior to the end of then-current term.
13.2 Neither the Customer nor Perdoo shall be entitled to terminate the Services Contract for convenience with effect prior to the end of the Initial Service Term or any Renewal Service Term (Ausschluss der ordentlichen Kündigung). The Customer’s and Perdoo’s right to immediately terminate the Services Contract for good cause (außerordentliche Kündigung aus wichtigem Grund) shall remain unaffected. Such good cause shall in particular exist, if the other party commits a material breach of the Services Contract, and such breach has not been cured within thirty (30) days after receipt of written notice thereof.
13.3 After termination of the Service Contract or lapse of its Initial or Renewal Service Term and upon the Customer’s request, Perdoo will provide the Customer with access to the Customer’s content (if any) in the possession of Perdoo for a period of thirty (30) days, in then-current standard export format or another industry-standard format mutually agreed by the Customer and Perdoo, after which such Content will be deleted.

14. LIMITED WARRANTY

14.1 The Customer has checked that the specification of the Services as described in the Documentation meets his needs and wishes. The Customer is aware of the essential functionalities and features of the Services. The extent, nature and quality of the goods and services to be delivered by Perdoo are determined by these GTS, the Order Form, and the Documentation. Any other information or requirements do only form part of the Services Contract if the Customer and Perdoo so agree in writing or if Perdoo so confirms in writing. Product descriptions, illustrations, test programs, etc. represent mere service specifications but do not constitute guarantees (Garantien) or agreements on certain specifications (Beschaffenheitsvereinbarungen). In order to be valid, an agreement on a guarantee requires the written confirmation from a director of Perdoo.
14.2 Perdoo warrants (gewährleistet) that the Services will, in all material respects, conform to the functionality described in then-current Documentation for the applicable Services version. In case of a breach of this warranty Perdoo shall be required to use commercially reasonable efforts to modify the Services to conform in all material respects to the Documentation, and if Perdoo is unable to materially restore such functionality within thirty (30) days from the date of written notice of said breach, the Customer shall be entitled to terminate the Services Contract upon written notice and receive a pro-rata refund of the unused Services Fees which have been paid in advance (if any) for unused access to the Services. The Customer must notify Perdoo in writing of any warranty breaches and the Customer must have installed and configured the Services in accordance with the Documentation to be eligible for the foregoing remedy. Perdoo is not liable for the existence of initial errors (anfängliche Mängel) under sec. 536a German Civil Code. The Customer’s claims for damages for a breach of this warranty are subject to the limitations set forth in clause 16.
14.3 Under no circumstances shall Customer be entitled to obtain the source code of the Services.

15. INDEMNITY

15.1 The Customer agrees to defend, indemnify and hold harmless, at its expense, Perdoo and its Affiliates, its suppliers and resellers against any third party claim to the extent such claim arises from or is made in connection with: The Customer’s breach of clause 3 or otherwise from the Customer’s use of Services, and the Customer shall pay all costs and damages finally awarded against Perdoo by a court of competent jurisdiction as a result of any such claim.
15.2 In connection with any claim for indemnity under this clause 15, Perdoo must promptly provide the Customer with notice of any claim that Perdoo believes is within the scope of the obligation to indemnify, provided, however, that the failure to provide such notice shall not relieve the Customer of its obligations under this clause 15, except to the extent that such failure materially prejudices the Customer’s defence of such claim. Perdoo may, at its own expense, assist in the defence if it so chooses, but the Customer shall control the defence and all negotiations related to the settlement of any such claim. Any such settlement intended to bind Customer party shall not be final without Perdoo’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
15.3 Perdoo agrees at its expense to defend Customer against (or, at Perdoo’s option, settle) any third-party claim to the extent such claim alleges that the Services infringe or misappropriate any patent, copyright, trademark or trade secret of a third party, and Perdoo shall pay all costs and damages finally awarded against Customer by a court of competent jurisdiction as a result of any such claim. In the event that the use of the Services is, or in Perdoo’s sole opinion is likely to become, subject to such a claim, Perdoo, at its option and expense, may (a) replace the applicable Service with functionally equivalent non-infringing technology, (b) obtain a licence for Customer’s continued use of the applicable Service, or (c) terminate the licence and provide a pro-rata refund of the Service Fees that have been paid in advance for the applicable Service (beginning on the date of termination). The foregoing indemnity obligation of Perdoo will not apply: (1) if the Service is modified by Customer or its agent; (2) if the Service is combined with other non-Perdoo products, applications, or processes, but solely to the extent the alleged infringement is caused by such combination; or (3) to any unauthorized use of the Service. The foregoing shall be Customer’s sole remedy with respect to any claim of infringement of third party intellectual property rights.

16. LIMITATION OF LIABILITY

16.1 Perdoo shall be unrestrictedly liable for (A) injury to life, body or health caused by Perdoo, its legal representatives (gesetzliche Vertreter) or assistants in performance (Erfüllungsgehilfen); (B) damage caused intentionally (vorsätzlich) or with gross negligence (grob fahrlässig) by Perdoo, its legal representatives or executive staff; (C) damage caused intentionally by Perdoo’s assistants in performance not mentioned in (B); (D) damage resulting from the absence of any guaranteed (garantiert) characteristics; and (E) claims under the German Product Liability Act (Produkthaftungsgesetz).
16.2 Perdoo shall be liable for damage resulting from the breach of its primary obligations (Kardinalpflichten) hereunder by Perdoo, its legal representatives, senior executives or assistants in performance. Primary obligations are such basic duties which form the essence of the Services Contract, which were decisive for the conclusion of the Services Contract and on the performance of which the Customer may rely. If the breach of such primary obligation was caused (A) through simple negligence by Perdoo, its legal representatives or executive staff or (B) through simple or gross negligence by Perdoo’s assistants in performance not mentioned in (A), then Perdoo’s ensuing liability shall be limited to the amount which was foreseeable by Perdoo at the time the respective service was performed.
16.3 Subject always to clauses 16.1 and 16.2, Perdoo shall not be liable for damage resulting from the breach of non-primary obligations through (A) simple negligence of Perdoo, its legal representatives or executive staff or (B) simple or gross negligence of Perdoo’s assistants in performance not mentioned in (A).
16.4 Perdoo shall not be liable for any loss, damage or harm suffered by the Customer that is directly or indirectly caused by the Customer’s unauthorized use of the Services to process Prohibited Data.
16.5 Perdoo 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 taken. These include a data backup to be performed by the Customer at least every twenty-four (24) hours.
16.6 Subject always to clause 16.1, the total liability of Perdoo arising out of or in connection with the Services Contract, whether in contract or tort or otherwise shall in no circumstances exceed a sum equal to 100 % of the total Service Fees paid (plus Service Fees payable) by the Customer in the twelve (12) months immediately preceding the event which gave rise to the liability.
16.7 Any other liability of Perdoo not covered by this clause 16 is excluded on the merits.

17. SECURITY

17.1 The Customer shall ensure that User identities, passwords, and equivalent obtained by the Customer in conjunction with registration for the Services are stored and used in a secure manner and cannot be accessed and thereby used by third parties. The Customer shall be liable for any unauthorized use of the Services.
17.2 Where it is suspected that any unauthorized person has become aware of a User identity and/or password, the Customer shall immediately inform Perdoo thereof and also change such User identity and/or password.
17.3 The Customer shall be liable for losses or damage incurred by Perdoo where the Customer intentionally or negligently reveals a user identity/password to a third party or where a user identity and password otherwise become known to an unauthorized party, unless the Customer notifies Perdoo immediately upon suspicion that such has occurred.
17.4 Perdoo shall adopt reasonable measures to ensure that the security of the Services meet relevant industry standards. Perdoo’s security measures are set forth in the Perdoo Security Policy, which is available upon request.

18. USE OF SUBCONTRACTORS

18.1 Perdoo shall be entitled to retain subcontractors, including third party software suppliers, for the performance of any of its obligations in accordance with the Services Contract.

19. ASSIGNMENT | NOVATION

19.1 The Customer may not assign the Services Contract without the prior written approval of Perdoo and any purported assignment in breach of this clause 19 shall be void. Perdoo may at its discretion assign, transfer, subcontract or novate the Services Contract and/or any associated rights to assign the Services Contract in whole or in part.
19.2 The Customer shall, at Perdoo’s request, promptly, and in any event within fifteen (15) days, enter into a novation agreement in such form as Perdoo shall reasonably specify in order to enable Perdoo to exercise its rights pursuant to this clause 19.

20. SEVERANCE

20.1 Should any provision of the Services Contract including the Order Form and these GTS be or become ineffective, impracticable or unenforceable in whole or in part, (a “Defective Provision”) the effectiveness and the enforceability of the other provisions shall remain unaffected. Instead, the Customer and Perdoo undertake to replace the Defective Provision with a provision which comes as close as legally possible to what the Customer and Perdoo would have agreed, pursuant to the meaning and purpose of the Services Contract, if they had recognized the defectiveness of the provision. If the defectiveness of a provision is based on the determination of a certain level of performance or a certain time (deadline or fixed date), the provision is deemed to have been agreed with the level or time which comes as close as legally possible to the original level or time. The same shall apply for any possible omission in the Services Contract including the Order Form and these GTS. It is the express intention of the Customer and Perdoo that this savings clause does not just have the effect of shifting the burden of proof, but rather that sec. 139 German Civil Code is excluded.

21. ENTIRE AGREEMENT | CHANGES

21.1 The Services Contract including the Order Form and these GTS represent the entire agreement between the Customer and Perdoo in respect of its subject matter and supersede and extinguish all prior negotiations, arrangements, understanding, course of dealings or agreements made between the Parties in relation to its subject matter, whether written or oral.
21.2 Valid amendments or supplements to these GTS must be made in writing. The same shall apply to any agreement to deviate from or cancel this requirement of written form.

22. GOVERNING LAW | JURISDICTION

22.1 The Services Contract and any issues, disputes or claims (whether contractual or non-contractual) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The United Nations Convention on Services Contracts for the International Sale of Goods (CISG) shall not apply.
22.2 The parties agree that the courts of Berlin (Germany) shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) that arises out of or in connection with the Services Contract or its subject matter or formation.

23. MISCELLANEOUS

For further information on the terms of service please contact Perdoo at

Perdoo GmbH
Invalidenstraße 112
10115 Berlin
Germany
legal@perdoo.com
District Court of Berlin Charlottenburg, Germany HRB 166000 February 2017

23.1 The person signing or otherwise accepting the Order Form and these GTS for the Customer represents that s/he is duly authorised by all necessary and appropriate corporate action to enter the Services Contract on behalf of the Customer.
23.2 The Customer shall only be entitled to offset with claims vis-à-vis Perdoo’s claims or exercise a right of retention if the claims or the right of retention of Customer have been determined with legal effect or are not disputed by Perdoo.
23.3 The Customer shall not assign any of its rights or obligations under any Order Form and these GTS without the prior written consent of Perdoo.
23.4 No agency, partnership, joint venture, or employment is created as a result of the Services Contract and the Customer does not have any authority of any kind to bind Perdoo in any respect whatsoever.
23.5 The Customer and Perdoo shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and the Customer otherwise agrees to reasonably cooperate with Perdoo to serve as a reference account as well as a logo asset to be list on Perdoo’s website in their display of customers upon request. After 180 days, Perdoo reserves the right to Perform a case study with the Customer. In such a study, Perdoo shall collect data from the Customer to provide evidence for, draft, and write such a study. The Customer has full approval rights over such a study, and may choose to have Perdoo rewrite such a study before publishing.