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Terms of Service

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

This is a contract between you (the Customer) and us (MagicBerlin UG (haftungsbeschränkt) ) or as mentioned below (“The Provider”). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot provide these services unless you agree to them. By using the Startup Package Services (Startup Package), you are agreeing to these terms and to our privacy policy.

We periodically update these terms and will let you know when we do via the E-Mail which is corresponding to your subscription.

GENERAL TERMS

1. Definitions

"Agreement" means these Customer Terms of Service and all materials referred or linked to in here. If you are keeping track, the Customer Terms of Service used to be called the Terms of Use.

“Billable Users” means those types of Users (defined below) for which we charge you fees as set forth on our Pricing Page.

"Billing Period" means the period for which you agree to prepay fees under an Order Form, which will be the same as the Subscription Term. For example, if you subscribe to the Startup Package Services for an undefined term, you have a minimum Billing period of one (1) month as the Subscription Period is one (1) month. The renewal process will be described below, in these terms.

“Cancelation Request” means a written e-mail to us about the cancelation of the Startup Package Service.

"Content Guidelines" describe the document that outline our relationship towards content creation including rules and ethics that we follow for our company and that we will transfer to you as a client. You can find the guidelines under the following link: https://www.hudday.com/content-guidelines.html

"Communication Services" means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) ordered in the Startup Package Services that enable you to communicate with the public or with a private group.

“Communication Service Access” means the provision of instruments for a successful access to the corresponding communications of the customer. These include login data, like username, passwords, emails and others or any type of user permission for our staff setup inside such a communication service.

“Confidential Information” means all information provided by you or us ("Discloser") to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

"Contact Information" means the name, email address, phone number, online user name(s), telephone number, and similar information uploaded or sent by you to us during the Subscription Period.

"Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration or other consulting services. These services are provided only if you exceed your monthly number of requests.

"Customer Materials" means all materials that you provide or post, upload, input or submit for public display to us for recreation purposes during the Subscription Period.

"Change Requests" means the number of change requests in form of mails or messages that you may send after we provided you with the recreated customer materials. For our Startup Package Services subscription this limit is equal to up to one (1) change request recreated customer material unit.

"MagicBerlin UG (haftungsbeschränkt) Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Startup Package Services, including published content.

“Initial Email” means the beginning of a request, where the client send a first e-mail with post idea or any other customer materials.

"Requests" means the maximum number of successful requests, which you are permitted to send with the Startup Package Services as identified in your Order Form. For the „Startup Package Services“ this number is 15 per month or Subscription Period.

"Order Form" or "Order" means the MagicBerlin UG (haftungsbeschränkt) -approved form or online subscription process by which you agree to subscribe to the Startup Package Services and purchase Consulting Services. Most Orders are completed through our online payment process on our website.

“Publication” means the physical publication of customer materials in corresponding communication services selected in the Oder Form, which was prepared by the Staff of the provider.

“Pricing Page” means https://www.hudday.com/pricing .

"Recreated Customer Materials" means all materials that our staff has recreated and provided or posted, uploaded, input or submitted for public display based on the initial input from the customer, through the communication channels during the Subscription Period.

„Request“ mean a first sent message by the customer, following by a successful receiving by MagicBerlin UG (haftungsbeschränkt), that results in recreated customer materials which is successfully posted by the provider on the communication channels or sent back to the customer via e-mail or other messaging tools. A request can have multiple contacts, still the amount of request in the „Startup Package Services“ is limited to 15 per month or subscription period.

“Single E-Mail Account” means the customer is will receive access to the Startup Package Services only through a single e-mail address. This address was initially provided in the order form or changed during the subscription process.

"Sensitive Information" means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security.

"Subscription Fee" means the amount you pay for the Startup Package Services.

„Subscription Period“ means the time that the Startup Package Services can be delivered on one prepaid fee. For the Startup Package Services this period is minimum one (1) month.

"Startup Package Services" means all of our content creation service described on the Startup Package Services pricing page, which you have subscribed to by an Order Form.

"Subscription Term" means the Initial Subscription Term and all Renewal Subscription Terms.

"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Startup Package Services. These products and services include non-MagicBerlin UG (haftungsbeschränkt) apps available from, for example, the following: payment integration, support facility, the mailing crm and the links made available during the Startup Package Services, but also visual editing apps, publishing software and more.

"Third-Party Sites" means third-party websites linked from within the Startup Package Services posts or publications on the customers communication channels.

"Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Startup Package Services from the single e-mail account or communication channel access that was provided by the Order Form.

"MagicBerlin UG (haftungsbeschränkt) ", “provider”, "we", "us" or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section of the ‘General Terms’

"You", "your" or “Customer” means the person or entity using the Startup Package Services or receiving the Consulting Services and identified in the applicable billing statement, online subscription process, Order Form or Statement of Work as the customer.

2. The Startup Package Services

a. Access. During the Subscription Term, we will provide you a dedicated email address or chatroom access to make use of the Startup Package Services. Through these instruments you will be able to send requests and provide customer materials, so that we can provide you recreated customer materials or publish your recreated customer materials.

b. Limits. The limits that apply to you will be specified in your Order Form, this Agreement or on our Pricing Page. If we make modifications to the limits set forth on the Pricing Page that would negatively impact you, these modifications will not apply to you until the start of your next Renewal Subscription Term. On renewal, the current product usage limits on our Pricing Page will apply to your subscription, unless you and we otherwise agree.

c. Modifications. We modify the Startup Package Services service list from time to time, including by adding or deleting services, in an effort to improve your experience. But we will not make changes to the Startup Package Services that materially reduce the quality of the Startup Package Services provided to you during the Subscription Term. We might provide some or all elements of the Startup Package Services through third party service providers.

d. Additional Features. You may subscribe to additional features of the Startup Package Services by agreeing to a new Order Form.

3. Customer Support

a. Support. Support is included in your Subscription Fee. Phone support for the Startup Package Services is available 8AM to 8PM Central European Time (GMT+1), Monday through Friday, excluding German national holidays. We accept webform support questions 24 Hours per Day x 7 Days per Week at https://hudday.zendesk.com/hc . Webform responses are provided during phone support hours only. We attempt to respond to webform support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.

b. Availability. We try to make the Startup Package Services available 24 hours a day, 7 days a week, except for instant publication requests during the hours 10pm to 8am.

4. Fees and Payments

a. Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you (i) exceed your Maximum Contacts; Email Send Limit, Requests, Change Requests or other applicable limits (see Section 2.b. above), (ii) upgrade products or base packages, or (iii) subscribe to additional features or products, including additional Contacts. Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term, except as provided below under 'Fee Adjustments During a Billing Period'. You may not downgrade your subscription during the Subscription Term and in order to avoid additional charges, you should purchase the appropriate tier of Startup Package Services for your anticipated needs. We will monitor or audit remotely the number of Requests in the Startup Package Services and the number of emails or change requests that you send in the Startup Package Services.

b. Fee Adjustments in Next Billing Period. If you exceed your Maximum Contacts or Change Requests in a Billing Period, then MagicBerlin UG (haftungsbeschränkt) may decline any additional Contacts until the next Subscription Period begins. If a next-tier product is provided on our pricing page you may switch to it, and have a higher limit starting beginning next period. We determine the number of request in the Startup Package Services by the number of initial emails you’ve sent. At your request, we will provide you with the detail we used to reach our conclusion.

c. Fee Adjustments During a Billing Period. The Subscription Fee will increase during the course of a Billing Period if you exceed your request limit or your change requests limit in a Billing Period. In this case, the Subscription Fee will increase one-time according to the consulting service hour pricing, which you can find on our pricing page.

d. Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

f. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page on e-mail request to MagicBerlin UG (haftungsbeschränkt). All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a MagicBerlin UG (haftungsbeschränkt) partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.

g. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Startup Package Services and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

5. Subscription Term and Renewal

a. Initial Subscription Term. The initial subscription term shall begin on the effective date of your subscription and expire at the end of the period selected during a „cancelation request“.

b. Renewal Subscription Term. Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew for the shorter of the Initial Subscription Term ("Renewal Subscription Term"). Written notice of non-renewal must be sent no more than ten (10) days but no less than five (5) days in advance of the end of the Subscription Term, unless otherwise set forth in your Order Form. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form or, if not specified in the Order Form, on our standard pricing available on our Pricing Page. See the ‘Limits’ section above for the applicability of product usage limits on renewal. Should you decide not to renew, you may send the notice of non-renewal by email to accounting@hudday.com .

c. End of Subscription Term. The Subscription Term will end on the expiration date set during the „cancelation request“ and cannot be canceled before its expiration.

d. A Cancelation Request can be sent at any given time during the subscription period and will be processed according to the terms described above.

6. MagicBerlin UG (haftungsbeschränkt) ’s Proprietary Rights

This is an Agreement for access to and use of the Startup Package Services, and you are not granted a license to any software by this Agreement. The Startup Package Services and Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the MagicBerlin UG (haftungsbeschränkt) Content, the Startup Package Services, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. Our trademarks include, but aren’t limited to, those listed at https://hudday.com/trademarks (which we may update at any time without notice to you) and you may not use any of these without our prior written permission.

We encourage all customers to comment on the Startup Package Services or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Startup Package Services or Consulting Services, without payment or attribution to you.

7. Customer’s Proprietary Rights

As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials, Customer Data or the Recreated Customer Materials. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Startup Package Services and Consulting Services to you and as permitted by this Agreement. If you choose to use shortened URLs through the Startup Package Services, you acknowledge that the data related to the number of clicks on a shortened URL may be publicly available and used by other parties. If you are using the Startup Package Services or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

8. Confidentiality.

The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

9. Customer Responsibilities.

To realize the full value of the Startup Package Services and Consulting Services, your participation and effort are needed. Resources that may be required from you include a Project Manager or a Contact Person. Responsibilities that may be required include approving of marketing programs; approving of a content creation calendar; approving blog posts, social media content, Calls-To-Action (CTAs), downloads, emails, nurturing content, and other materials;.

10. Publicity

You grant us the right to add your name and company logo to our customer list and website.

11. Customer Data

a. Limits on MagicBerlin UG (haftungsbeschränkt) . We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Startup Package Services and Consulting Services to you and only as permitted by applicable law, this Agreement, and our Privacy Policy, located at https://hudday.com/privacy-policy .

b. Aggregate Data. We may monitor use of the Startup Package Services by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.

c. Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in Germany. MagicBerlin UG (haftungsbeschränkt) will comply with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries. In addition, for the purposes of Article 26(2) of Directive 95/46/EC, customers located in the European Union or the European Economic Area may enter into a Data Processing Agreement that includes the Standard Contractual Clauses adopted by the European Commission in order to further provide adequate safeguards with respect to the data processed under this Agreement. You acknowledge in all cases that MagicBerlin UG (haftungsbeschränkt) acts as the processor of Customer Data and you remain controller of Customer Data for applicable European Union data protection regulations. If you are located in the European Union, you understand that if you give an integration provider access to your MagicBerlin UG (haftungsbeschränkt) portal, you serve as the controller of such information and the integration provider serves as the processor for the purposes of those data laws and regulations that apply to you. In no case are such integration providers our subprocessors.

d. No Sensitive Information. YOU AGREE NOT TO USE THE STARTUP PACKAGE SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE STARTUP PACKAGE SERVICES TO COLLECT OR MANAGE SENSITIVE INFORMATION.

12. Acceptable Use of Communications Services

You agree to use Communication Services only in compliance with any terms of use specified by each Communication Service. We do not control the content, messages or information found in the Communication Services. We will not have any liability with regards to the Communication Services and any actions resulting from your use of the Communication Services.

13. Third-Party Sites and Products

Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.

14. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Startup Package Services by you; (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Startup Package Services by any other person using your User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

15. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE STARTUP PACKAGE SERVICES, DATA MADE AVAILABLE FROM THE STARTUP PACKAGE SERVICES, MAGICBERLIN UG (HAFTUNGSBESCHRÄNKT) CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE STARTUP PACKAGE SERVICES, MAGICBERLIN UG (HAFTUNGSBESCHRÄNKT) CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE STARTUP PACKAGE SERVICES, AND THE CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE STARTUP PACKAGE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

d. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE STARTUP PACKAGE SERVICES TO YOU.

16. Termination, Suspension and Expiration

a. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Startup Package Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

b. Suspension for Prohibited Acts. We may suspend any User’s access to any or all Startup Package Services for: (i) use of the Startup Package Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the MagicBerlin UG (haftungsbeschränkt) email receive service that results in excessive requests by the customer, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

c. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Startup Package Services ten (10) days after such notice. We will not suspend the Startup Package Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Startup Package Services is suspended for non-payment, we may charge a re-activation fee to reinstate the Startup Package Services.

d. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the affected Startup Package Services and MagicBerlin UG (haftungsbeschränkt) Content, and if we request, you will provide us written confirmation that you have discontinued all use of Enrichment Data (unless, of course, you have a source other than the Startup Package Services for such Enrichment Data.) If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Startup Package Services after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

e. Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your Subscription, we will provide you with temporary access to the Startup Package Services to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. If we provide you with temporary access to the portal, we may charge a re-activation fee. We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.

17. General

a. Amendment; No Waiver. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Startup Package Services (but, your fees and charges won’t change during the Subscription Term except as we explain in the ‘Fees and Payments’ section above.) If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at https://hudday.com/terms and we will let you know by e-mail to access those pages. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review these Customer Terms of Service periodically.

If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

b. Contracting Entity and Applicable Law. Your physical address determines which MagicBerlin UG (haftungsbeschränkt) entity you are contracting with for the Subscription and Consulting Services. For this Agreement, “located in” means your shipping or physical address.

If you are located in North America, South America, Europe (including Russia), the Middle East, Africa or Antarctica or any Part of Asia and south Pacific then you are contracting with MagicBerlin UG (haftungsbeschränkt) and this Agreement is governed by the laws of Berlin, Germany.

If you are located in a geographic region that does not fall into one of the designations described above, or if so specified in the ‘Product Terms’ section, then you are contracting with MagicBerlin UG (haftungsbeschränkt), Berlin Germany.

c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

e. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

f. Compliance with Laws. We will comply with all German and federal laws in our provision of the Startup Package Services, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Startup Package Services and Consulting Services, including any applicable export laws. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will not directly or indirectly export, re-export, or transfer the Startup Package Services or Consulting Services to prohibited countries or individuals or permit use of the Startup Package Services or Consulting Services by prohibited countries or individuals.

g. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

h. Notices. Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.

To MagicBerlin UG (haftungsbeschränkt), Berlin, Germany.

To you: your address as provided in our MagicBerlin UG (haftungsbeschränkt) Subscription account information for you. We may give electronic notices by general notice via the Startup Package Services and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. You must keep all of your account information current.

i. Entire Agreement. This Agreement (including each Order Form and Statement of Work), along with our Privacy Policy, is the entire agreement between us for the Startup Package Services and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any additional Startup Package Services or dependent on any oral or written public comments made by us regarding additional Startup Package Services. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

j. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

k. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

l. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods.

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

o. Survival. The following sections in the ‘General Terms’ shall survive the expiration or termination of this Agreement: 'Definitions', ‘Fees and Payments’, ‘MagicBerlin UG (haftungsbeschränkt) ’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, 'Confidentiality', ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination, Suspension and Expiration’, and ‘General’.

p. Precedence. In the event of a conflict between the terms of this Agreement and an Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control, but only as to that Order Form or Statement of Work.