Terms of Service
§1 - Definitions
Engage refers to the software that you are purchasing and the provider of said software, uphill GmbH.
User refers to the person who signed the contract agreement in its own name or as a surrogate for a company and therefore holds administrative rights.
Member refers to a person or multiple people, who are invited by the user to manage and delegate tasks related to the account. Members are not entitled to administrative rights and have no direct relationship to Engage. Members may include, but are not limited to, employees, consultants and agents.
We/Us refers to uphill GmbH.
§2 - Object of the contract and general terms and conditions for the use of Engage
- Engage is an online service that made it it's goal to improve user experience in regards to the managemental processes of social media accounts and the delegation of social media related tasks. To pursue this goal in the best possible manner, Engage provides an online software (Software-as-a-Service) that allows simpler management and handling of social media related queries. To offer a convenient experience, Engage is required to automatically save and host user data online.
- Engage focuses on internal company management processes. It§s primary goal is to make managemental and organizational processes simpler and more efficient.
- To utilize Engage the user required to pay a monthly subscription fee. New features, as well as improvements of any kind, are automatically being considered part of these terms of service. We reserve the right to grant access to new features and improvements for free. The right to use our service is only valid based on the current state of technology. We may restrict our services for a period of time, if necessary, for reasons concerning capacity limits, the security or integrity of the server or in order to perform technical maintenance and so as to ensure that we can properly offer our services or enhance them (maintenance work).
- Engage does not warrant that the services will meet your requirements or expectations, that the services will be delivered uninterrupted, timely, secure, or error-free, that the results that may be obtained from the use of the services will be accurate or reliable, that any errors in the services will be corrected.
§3 - Registration & membership and conditions of use, conclusion of contract
- The opportunity to use the fee-based services of Engage is not an offer, but an invitation to submit a bid (invitatio ad offerendum). By ordering one of the available, fee-based options, in this case Essential, Business or Custom the user is submitting a bid to conclude a contract. A valid contract does not exist until Engage accepted the terms. Engage is not obligated to accept a contract and can reject offers for whatever reason we see fit.
- The user is required to register to use Engage. The user guarantees Engage that all provided data and personal information are true and that he or she will immediately notify us as soon as his or her personal information changed. It is prohibited to use pseudonyms or aliases.
- The user warrants that he or she is of legal age at the time of registration. If this is not the case the user warrants that he or she is empowered by a third party and serving this party's interest. If requested by Engage, the user needs to be able to provide proof. If the user does not comply, Engage reserves the right to block and delete the user's account.
- The user registers with its e-mail or Facebook account and is limited to registering a single account. Engage has no way to verify the identity of the user currently using an account. Therefore we neither can nor do ensure that the person using an account is it's actual owner.
- After successfully having subscribed to Engage, the user will be able to invite the amount of team members via e-mail that matches the amount of licenses purchased. He can then add each member to the service and give him or her their designated rights.
- The user has access to administrative rights that enable him to manage and organize the account and it's members. Rights may include, but are not limited to, the restriction of member access, the allocation of special member rights, the ability to edit social-media comments and posts. Engage is not obligated to manage accounts or edit posts on behalf of either users or members.
Notice considering technical steps for contract conclusion
- The customer selects the desired Engage edition, number of licenses and payment period. The customer enters all the information required for the signing of the contract and selects the desired payment method. In case of payment method "Electronic direct debiting scheme" the customer further enters its bank account details and confirms that he is authorized to allow direct debits from this account.
By clicking "Proceed with next step" the customer reaches an overview of his order. Before confirming the order the customer can change the entered information and payment method by clicking the back button of the browser. The order process can be terminated at any time by closing the browser window. By clicking the button "Confirm binding order" the customer submits a binding offer for contract conclusion. The terms and conditions and the order overview can be saved and/or printed during the order process.
§4 - General user and member obligations
- The user warrants that all data and personal information about himself are true and that he does not use any pseudonyms or aliases.
- The registered account is to be used exclusively by the user who created it. The user is responsible for the protection of his account and do anything in his power to prevent abuse. He is obligated to keep his user data (e.g. password) secret and protect it from third parties.
- The user grants Engage all neccessary rights that are required to provide the service in a reasonable fashion. These include, but are not limited to, all pictures and texts that are written, viewed or received using Engage.
- If a user spots a security gap he is obligated to inform us of it and to make sure to do everything in his power to help us reproduce the vulnerabilty. He is also obligated to not share any information related to the vulnerability's exstience, or how it can be reproduced by other users or members, with anyone else but Engage (email@example.com).
- The user agrees to not abuse Engage for unfiltered and/or automated processes. These include, but are not limited to, automated Retweets, Favorites and “Likes”. Automated processes of such nature are conflicting with the terms of service of various social-media-platforms.
- By purchasing the subscription based service, the user acknowledges that Engage obtains the right to mention him and his company as a reference.
- If a third party raises a claim against Engage as a result of content that has been published by a user or member through Engage, said user or member is obligated to release Engage from all duties and compensate us for the financial damages caused by his or her actions.
- Members have the same obligations as users.
§5 - Multiple logins and account security
- Both users as well as members can choose between logging into their account using their registred e-mail address and chosen password, or connected Facebook-Account respectivey.
- If multiple connections are being established to a single account, the most recent login will always gain priority. An account can only be used by one physical address at the same point in time. For example: Is a user or member logged into his Engage account using his computer and then shortly afterwards tries to establish a second connection via smartphone, Engage will automatically logout the users computer and replace it with the more recent smartphone login. Engage has no other way to check the users identity and therefore guarantee the accounts safety to prevent third party abuse. The user obligations listed under §4 II apply respectively.
- To guarantee a secure experience all connections to our websites are being encrypted using a 256bit-SSL-certificate.
§6 - Fees, use of the paid version, billing, payment terms
- The user can settle his bills by using one of the payment methods offered by Engage. These include debit card, credit card or wire transfer. If Engage is unable to debit a user's bank account, the user holds responsibility and warrants to compensate Engage for potential costs. The user is free of charge if he can proof that he is not responsible for the default.
- Engage is permitted to exclusively send invoices or payment reminders electronically.
- The fees for the fee-based membership can either be paid on a monthly basis or in full at the time of booking.
§7 - Contractual relationship, termination of contract, refund
- Both parties have the right to terminate the contract at any point. The user can deactivate his account on the designated websites (https://engage.fanpagekarma.com/settings?view=ACCOUNT).
- The duration of the fee-based membership is determined by the minimum term. At the end of a cycle the subscription is automatically being refreshed for the same duration, unless terminated at least one day prior to the end of period by either the user or Engage. The subscription can be cancelled on the designated websites (http://engage.fanpagekarma.com/settings?view=ACCOUNT). After terminating the subscription a user can still use all features until the subscription runs out.
Termination for good cause
- The provisions of this section shall not affect the right of both parties to terminate the agreement for good cause. A good cause is defined as an event that makes it unacceptable for Engage to continue the agreement to the end of the termination period, taking into account all circumstances of the individual case and weighing the interests of Engage against the user's or member's.
- The user is not entitled to claim reimbursement for fees that were paid for Engage services. If Engage has terminated the contract for good cause pursuant to this section, the user is not entitled to claim reimbursement. However, the user's right to claim reimbursement of any advance payments shall not be excluded in this case if the user has terminated the agreement for a good cause attributable to Engage.
§8 - Accountability for content, data and/or information submitted by the user or member
- Engage enables users and members to manage and organize multiple social media profiles and e-mail accounts using one tool only. Part of the service is to provide them the opportunity to respond to Facebook user posts, e-mails and tweets using Engage. We are not obligated to provide any other services.
- Users and members are liable for all the content published by them and are obligated to make sure that the provided hyperlinks do not forward to content that could be considered a criminal offence or break copyright law, trademark law, competition law, personal right or any given right of a third party.
- If a third party raises a claim against us as a result of content that has been published using Engage, the user or member is obligated to release Engage from all duties and compensate us for the financial damages caused by his actions.
- Users and members are obligated to make sure that they holds the rights on all resources used in their public posts. If this does not hold true, the user or member is obligated to at least hold a license that allows him or her to use the content and resources of third parties.
§9 - Service availability
- The user or member is not entitled to have uninterrupted access to Engage and acknowledges that it is technically impossible to achieve 100% availability. Engage endeavours to keep the platforms up and running without any interruptions. However, maintenance-, security- and capacity works, as well as events that are outside of our reach of control (e.g. electricity failures, blackouts, overstressed hubs) can lead to temporary issues and the unavailability of the services.
§10 - Liability of Engage
- Liability of Engage is excluded unless agreed otherwise in the following. The aforementioned liability provisions shall also apply to our assistants and vicarious agents.
- According to §§ 8 bis 10 TMG (German: Telemediengesetz) Engage is neither liable for user published content or information nor obligated to moderate or monitor it.
- We shall be liable without limitation for any damage resulting from injury to life, limb or health because of a negligent violation of our obligations on our part as well as for any damage due to an act omitted deliberately or gross negligently by us. In the event of minor negligence, we shall be liable for claims based on Section 311(3) German Civil Code and also if we are in breach of a material contractual duty (cardinal obligation). Where we are in breach of an essential contractual duty, our liability shall be limited to foreseeable contractual damage.
§11 - Confidential Information
- Confidential data is all data, that is being disclosed between two or more parties and not destined to be made available to the general public. This may include, but is not limited to, all e-mail conversations, as well as managemental and organizational processes of social media accounts maintained using Engage.
- Engage, as well as users and members, is obligated to not disclose any information that is in the context of the contract agreement. Any information, that has a direct connection to the formation or fulfillment of the contract is also considered to be confidential information.
- Users and members hold sole ownership on the content published using Engage. The user or member can request the deletition of his data at any given point by contacting Engage.
- We reserve the right the forward confidential information to the authorities if our co-operation is being required by law.
§12 - Data Protection
§13 - Changes to the Terms of Service
Changes to Services
- Engage reserves the right to change services or provide modified services as long as the changes are reasonable for the user, are of a purely technical or process-related nature of the tool without any major impact on the user, are required or implemented to cover potential security gaps.
- Modifications without any direct impact on the provided services do not represent changes to the tool described in §10. Among other things, this applies to changes to the visual representation of the service, the layout or the assembly of functions and tools. It also applies for the order of sub-boards or job offers on the corresponding pages.
Changes to the Terms of Service
- We reserve the right to amend these Terms and Conditions at any time and without providing grounds. Should individual provisions of these Terms and Conditions be or become ineffective, the remaining provisions shall remain unaffected. The ineffective provision shall be deemed replaced by such provision which economically most closely resembles the purpose and intent of the ineffective provision in legally effective manner.
- Engage reserves the right to change these Terms of Service,
- if the modifications are purely technical unless they have an unreasonable impact on the user's experience
- if the modifications are beneficial for the user
- if Engage is obligated to make sure that the Terms of Service comply with the legislation
- if Engage introduces completely new features or services that require a description in these Terms of Service unless it has an unreasonable impact on the user's experience
- Engage will inform the user about changes to these Terms of Service via e-mail.
§14 - Applicable law, place of jurisdiction and miscellaneous
- These Terms of Service and the contractual relationship shall be governed by German law.
- Exceptions are made exclusively for consumer protection laws that are imperative in the state of the user's ordinary residence.
- Place of jurisdiction shall be the main place of business of the uphill GmbH.