Terms, Conditions, and Privacy Policy

We have updated our Privacy policy, DPA, and ToS.

PRIVACY POLICY 

Introduction

Welcome to IntegrationSuccess GmbH’ privacy policy.

IntegrationSuccess GmbH respects your privacy and is committed to protecting your personal data. This privacy policy will inform you as to how we look after your personal data when you visit our website and tell you about your privacy rights and how the law protects you.

Data protection law in the European Union (the EU) has changed with the implementation of the General Data Protection Regulation (GDPR). GDPR applies to the processing of personal data of data subjects who are in the EU by a data controller or data processor not established in the EU, where the processing activities are related to: (a) the offering of goods or services, irrespective of whether a payment of the data subject is required, to such data subjects in the EU; or (b) the monitoring of their behavior as far as their behavior takes place within the Union.

This policy is therefore designed to ensure we are meeting our obligations under GDPR in relation to data subjects in the EU. Some of the rights described may not apply to individuals outside of the EU.

1. Important information and who we are

Purpose of this privacy policy

This privacy policy aims to give you information on how IntegrationSuccess GmbH collects and processes your personal data through your use of this website, including any data you may provide through this website when you sign up to our service or purchase a product.

This website is not intended for children and we do not knowingly collect data relating to children.

It is important that you read this privacy policy together with any other privacy policy or fair processing notice we may provide on specific occasions when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data. This privacy policy supplements the other notices and is not intended to override them.

Controller

IntegrationSuccess GmbH, Inc. is the controller responsible for your personal data (referred to as “IntegrationSuccess GmbH”, “we”, “us” or “us” in this privacy policy).

We have appointed a data protection manager (“DPM”) who is responsible for overseeing questions in relation to this privacy policy. If you have any questions about this privacy policy, including any requests to exercise your legal rights, please contact the DPM using the details set out below.

Contact details

Our full details are:

Full name of legal entity: IntegrationSuccess GmbH,

Name or title of DPM: Thomas Kessler

Email address: Thomas.kessler (at) integrationsuccess.com

Postal address: IntegrationSuccess GmbH, c/o Thomas Kessler, Am Draitschbusch 17, 53177 Bonn, Germany

You have the right to make complaints at any time to the relevant supervisory authority for data protection issues. We would, however, appreciate the chance to deal with your concerns before you approach such authority so please contact us in the first instance at thomas.kessler (at) integrationsuccess.com

Changes to the privacy policy and your duty to inform us of changes

This version was last updated on May 24, 2018 and historic versions can be obtained by contacting us.

It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.

Third-party links

This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy policy of every website you visit.

2. The data we collect about you

Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).

• Identity Data may include first name, last name, company name, job title, website URL and photograph (headshot) and other demographic data that you provide to us. 
• Contact Data includes billing address, email address and telephone numbers.
• Financial Data includes bank account and payment card details
• Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us.
• Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access this website. 
• Profile Data includes your username and password, purchases made by you, your preferences, feedback and survey responses.
• Usage Dataincludes information about how you use our website, products and services.
• Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.

We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not considered personal data in law as this data does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific website feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy policy.

We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.

If you fail to provide personal data

Where we need to collect personal data by law, or under the terms of a contract we have with you and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with goods or services). In this case, we may have to cancel a product or service you have with us, but we will notify you if this is the case at the time. 

3. How is your personal data collected?

We use different methods to collect data from and about you are including through:

• Direct interactions. You may give us your Identity, Contact, Client and Financial Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
  • create an account on our website;
  • use our services;
  • request marketing to be sent to you; or
  • give us feedback. 
• Automated technologies or interactions. As you interact with our website, we may automatically collect Technical Data about your equipment, browsing actions and patterns. We may collect this personal data by using cookies, server logs and other similar technologies. We may also receive Technical Data about you if you visit other websites employing our cookies. 
• Third parties or publicly available sources. We may receive personal data about you from various third parties and public sources as set out below: 
  • Technical Data from the following parties:
    • analytics providers; 
    • advertising networks; and
    • search information providers.
• Contact, Financial and Transaction Data from providers of technical, payment and delivery services.
• Identity and Contact Data from data brokers or aggregators.
• Identity and Contact Data from publicly availably sources.

4. How we use your personal data

We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:

• Where we need to perform the contract, we are about to enter into or have entered into with you.
• Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
• Where we need to comply with a legal or regulatory obligation.

See the table below to find out more about the types of lawful basis that we will rely on to process your personal data.

Generally, we do not rely on consent as a legal basis for processing your personal data other than in relation to sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting us.

Purposes for which we will use your personal data

We have set out below, in table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.

Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below. 

Marketing

We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising. 

Promotional offers from us 

We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing). 

You will receive marketing communications from us if you have requested information from us or purchased goods or services from us and, in each case, you have not opted out of receiving that marketing.

Third-party marketing 

We will get your express opt-in consent before we share your personal data with any company outside our group of companies for marketing purposes. 

Opting out

You can ask us or third parties to stop sending you marketing messages at any time by logging into the website and checking or unchecking relevant boxes to adjust your marketing preferences or by following the opt-out links on any marketing message sent to you.

Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a product/service purchase or other transaction.

Cookies

In order to improve our services and provide more convenient, relevant experiences to our customers, we and our agents may use “cookies,” “web beacons,” and similar devices to track your activities. A cookie is a small amount of data that is transferred to your browser by a web server and can only be read by the server that gave it to you. It functions as your identification card and enables us to record your passwords and preferences. It cannot be executed as code or deliver viruses. A web beacon is a small transparent .gif image that is embedded in an HTML page or email used to track when the page or email has been viewed. Most browsers are initially set to accept cookies, and most services that include similar devices are typically initially activated to collect data. You can set your browser to notify you when you receive a cookie, giving you the chance to decide whether or not to accept it.

Change of purpose 

We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us. 

If we need to use your personal data for an unrelated purpose, we will notify you and explain the legal basis which allows us to do so.

Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.

5. Disclosures of your personal data

We may have to share your personal data with the parties set out below for the purposes set out in the table in paragraph 4 above.

• Internal Third Parties as set out in the Glossary. 
• External Third Parties as set out in the Glossary.
• Third parties to whom we may choose to sell, transfer, or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy policy. 

We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.

6. International transfers

We share your personal data internally. This will involve transferring your data outside the European Economic Area (EEA). In addition, many of our external third parties are based outside the European Economic Area (EEA) so their processing of your personal data will involve a transfer of data outside the EEA.

Whenever we transfer your personal data out of the EEA, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:

• We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission. For further details, see European Commission: Adequacy of the protection of personal data in non-EU countries.
• Where we use certain service providers, we may use specific contracts approved by the European Commission which give personal data the same protection it has in Europe. For further details, see European Commission: Model contracts for the transfer of personal data to third countries.
• Where we use providers based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between the Europe and the US. For further details, see European Commission: EU-US Privacy Shield.

Please contact us if you want further information on the specific mechanism used by us when transferring your personal data out of the EEA. 

7. Data security

We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorized way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality. 

We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

8. Data retention

How long will you use my personal data for?

We will only retain your personal data for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. 

To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorized use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.

In some circumstances you can ask us to delete your data: see Request erasure below for further in some circumstances we may anonymize your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you. 

9. Your legal rights

Under certain circumstances, you have rights under data protection laws in relation to your personal data. Please scroll down below to find out more about these rights: 

• [Request access to your personal data].
• [Request correction of your personal data].
• [Request erasure of your personal data].
• [Object to processing of your personal data].
• [Request restriction of processing your personal data].
• [Request transfer of your personal data].
• [Right to withdraw consent].

If you wish to exercise any of the rights set out above, please contact us.

No fee usually required

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.

What we may need from you

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

Time limit to respond

We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated. 

10. Glossary

LAWFUL BASIS

Legitimate Interestmeans the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting us.

Performance of Contractmeans processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.

Comply with a legal or regulatory obligationmeans processing your personal data where it is necessary for compliance with a legal or regulatory obligation that we are subject to.

THIRD PARTIES

External Third Parties

• Service providers acting as processors who provide IT and system administration services.
• Professional advisers including lawyers, bankers, auditors and insurers who provide consultancy, banking, legal, insurance and accounting services.
• Tax regulators and other authorities who require reporting of processing activities in certain circumstances.

YOUR LEGAL RIGHTS

You have the right to:

• Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
• Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
• Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request. 
• Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
• Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data’s accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it. 
• Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you. 
• Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.

DATA PROCESSING AGREEMENT

This Data Processing Agreement with EU Standard Contractual Clauses (Processors), (the “DPA”) supplements the Terms of Service between IntegrationSuccess GmbH, Inc. (“Company”) and the customer agreeing to these terms (the “Agreement”). Capitalized terms used, but not defined, in this DPA are defined in the Agreement.

1. Details of Processing. Details of Company’s role as a processor of Personal Data under the Agreement are set forth below:

1.1 Subject Matter of the Personal Data Processing: The provision of the Services by Company to Customer.

1.2 Duration of the Personal Data Processing: The Term, and any period after the Term prior to Company’s deletion of Customer Data.

1.3 Nature and Purpose of the Personal Data Processing: To enable Customer to receive and Company to provide the Services.

1.4 Categories of Personal Data: To the extent the Customer Data contains Personal Data, it may consist of end users identifying information and organization data (both on-line and offline) as well as documents, images and other content or data in electronic form stored or transmitted by End Users via the Services.

1.5 Data Subjects: To the extent the Customer Data contains Personal Data, it may concern Customer’s End Users, as well as any individuals collaborating or sharing with these End Users.

2. Application. This DPA applies the EU Standard Contractual Clauses attached hereto as Exhibit A apply to data processed by the Services as this term is defined in the Agreement, and future variations of the Services.

3. Effect of DPA. If a provision in this DPA conflicts with a provision in the Agreement, then this DPA will control. The Agreement will remain in full force and effect and will be unchanged except as modified by this DPA. This DPA and the EU Standard Contractual Clauses will terminate automatically upon expiration or termination of the Agreement.

Exhibit A

EU Standard Contractual Clauses (processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Name of the data exporting organization: The Customer that is a party to the Terms of Service with IntegrationSuccess GmbH, Inc.

(the “Data Exporter”) And

Name of the data importing organization: IntegrationSuccess GmbH, c/o Thomas Kessler, Am Draitschbusch 17, 53177 Bonn, Germany

 (the “Data Importer”) 

each a “party”; together “the parties”, 

HAVE AGREED on the following Contractual Clauses (the “Clauses”), in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1. 

Clause 1: Definitions

a. “personal data,” “special categories of data,” “process/processing,” “controller,” “processor,” “Data Subject” and “supervisory authority” shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

b. “the Data Exporter” means the controller who transfers the personal data;

c. “the Data Importer” means the processor who agrees to receive from the Data Exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

d. “the Sub-Processor” means any processor engaged by the Data Importer or by any other Sub-Processor of the Data Importer who agrees to receive from the Data Importer or from any other Sub-Processor of the Data Importer personal data exclusively intended for processing activities to be carried out on behalf of the Data Exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

e. “the applicable data protection law” means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the Data Exporter is established;

f. “technical and organizational security measures” means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2: Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3: Third-party beneficiary clause

1. The Data Subject can enforce against the Data Exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2. The Data Subject can enforce against the Data Importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the Data Exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the Data Exporter, in which case the Data Subject can enforce them against such entity.

3. The Data Subject can enforce against the Sub-Processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the Data Exporter, in which case the Data Subject can enforce them against such entity. Such third-party liability of the Sub-Processor shall be limited to its own processing operations under the Clauses.

4. The parties do not object to a Data Subject being represented by an association or other body if the Data Subject so expressly wishes and if permitted by national law.

Clause 4: Obligations of the Data Exporter

The Data Exporter agrees and warrants:

a. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the Data Exporter is established) and does not violate the relevant provisions of that State;

b. that it has instructed and throughout the duration of the personal data-processing services will instruct the Data Importer to process the personal data transferred only on the Data Exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

c. that the Data Importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract;

d. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

e. that it will ensure compliance with the security measures;

f. that, if the transfer involves special categories of data, the Data Subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

g. to forward any notification received from the Data Importer or any Sub-Processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the Data Exporter decides to continue the transfer or to lift the suspension;

h. to make available to the Data Subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for Sub-Processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

i. that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a Sub-Processor providing at least the same level of protection for the personal data and the rights of Data Subject as the Data Importer under the Clauses; and

j. that it will ensure compliance with Clause 4(a) to (i).

Clause 5: Obligations of the Data Importer

The Data Importer agrees and warrants:

a.to process the personal data only on behalf of the Data Exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the Data Exporter of its inability to comply, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;

b.that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the Data Exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the Data Exporter as soon as it is aware, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;

c.that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;

d.that it will promptly notify the Data Exporter about:

 i. any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

 ii.any accidental or unauthorized access; and

 iii.any request received directly from the Data Subjects without responding to that request, unless it has been otherwise authorized to do so;

e.to deal promptly and properly with all inquiries from the Data Exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

f.at the request of the Data Exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the Data Exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the Data Exporter, where applicable, in agreement with the supervisory authority;

g.to make available to the Data Subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the Data Subject is unable to obtain a copy from the Data Exporter;

h.that, in the event of sub-processing, it has previously informed the Data Exporter and obtained its prior written consent;

i.that the processing services by the Sub-Processor will be carried out in accordance with Clause 11;

j.to send promptly a copy of any Sub-Processor agreement it concludes under the Clauses to the Data Exporter.

Clause 6: Liability

1. The parties agree that any Data Subject, who has suffered damage as a result of any breach of the obligations, referred to in Clause 3 or in Clause 11 by any party or Sub-Processor is entitled to receive compensation from the Data Exporter for the damage suffered.

2. If a Data Subject is not able to bring a claim for compensation in accordance with paragraph 1 against the Data Exporter, arising out of a breach by the Data Importer or his Sub-Processor of any of their obligations referred to in Clause 3 or in Clause 11, because the Data Exporter has factually disappeared or ceased to exist in law or has become insolvent, the Data Importer agrees that the Data Subject may issue a claim against the Data Importer as if it were the Data Exporter, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract of by operation of law, in which case the Data Subject can enforce its rights against such entity. The Data Importer may not rely on a breach by a Sub-Processor of its obligations in order to avoid its own liabilities.

3. If a Data Subject is not able to bring a claim against the Data Exporter or the Data Importer referred to in paragraphs 1 and 2, arising out of a breach by the Sub-Processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, the Sub-Processor agrees that the Data Subject may issue a claim against the data Sub-Processor with regard to its own processing operations under the Clauses as if it were the Data Exporter or the Data Importer, unless any successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law, in which case the Data Subject can enforce its rights against such entity. The liability of the Sub-Processor shall be limited to its own processing operations under the Clauses.

Clause 7: Mediation and jurisdiction

1. The Data Importer agrees that if the Data Subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the Data Importer will accept the decision of the Data Subject:

 a. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

 b. to refer the dispute to the courts in the Member State in which the Data Exporter is established.

2. The parties agree that the choice made by the Data Subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8: Cooperation with supervisory authorities

1. The Data Exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the Data Importer, and of any Sub-Processor, which has the same scope and is subject to the same conditions as would apply to an audit of the Data Exporter under the applicable data protection law.

3. The Data importer shall promptly inform the Data Exporter about the existence of legislation applicable to it or any Sub-Processor preventing the conduct of an audit of the Date Importer, or any Sub-Processor, pursuant to paragraph 2. In such a case the Data Exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9: Governing law

The Clauses shall be governed by the law of the Member State in which the Data Exporter is established.

Clause 10: Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11: Sub-processing

1. The Data Importer shall not subcontract any of its processing operations performed on behalf of the Data Exporter under the Clauses without the prior written consent of the Data Exporter. Where the Data Importer subcontracts its obligations under the Clauses, with the consent of the Data Exporter, it shall do so only by way of a written agreement with the Sub-Processor which imposes the same obligations on the Sub-Processor as are imposed on the Data Importer under the Clauses. Where the Sub-Processor fails to fulfill its data protection obligations under such written agreement the Data Importer shall remain fully liable to the Data Exporter for the performance of the Sub-Processor’s obligations under such agreement.

2. The prior written contract between the Data Importer and the Sub-Processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the Data Subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the Data Exporter or the Data Importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law. Such third-party liability of the Sub-Processor shall be limited to its own processing operations under the Clauses.

3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the Data Exporter is established.

4. The Data Exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the Data Importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the Data Exporter’s data protection supervisory authority.

Clause 12: Obligation after the termination of personal data-processing services

1. The parties agree that on the termination of the provision of data-processing services, the Data Importer and the Sub-Processor shall, at the choice of the Data Exporter, return all the personal data transferred and the copies thereof to the Data Exporter or shall destroy all the personal data and certify to the Data Exporter that it has done so, unless legislation imposed upon the Data Importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the Data Importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2. The Data Importer and the Sub-Processor warrant that upon request of the Data Exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.

Additional Provisions

Capitalized terms used in Sections A to C and the Appendices but not defined in the Clauses are defined in the Agreement.

A. Sub-processing. The data importer may engage other companies to provide limited parts of the Services (including support services) on the data importer’s behalf, and the data exporter consents to the data importer subcontracting the processing of personal data to such sub-processors as described in the Clauses. The data importer will ensure that any sub-processor will only access and use personal data to provide the Services as set forth in a written agreement between the data importer and the sub-processor. The data exporter acknowledges that any requirements applicable to the data importer under the Clauses in respect of agreements with sub-processors shall be satisfied in full provided that the sub-processing agreement between the data importer and the sub-processor provides at least the level of data protection required under the Agreement.

B. Liability. The Clauses shall be subject to the limitations and exclusions of liability contained in the “Limitation of Liability” section of the Agreement, such that the total liability of the data importer in aggregate, shall not exceed the limitations set out in the Agreement.

C. Application. This DPA and the EU Standard Contractual Clauses apply to data processed by the Services as this term is defined in the Agreement, and future variations of the Services.

Appendix 1 to the EU Standard Contractual Clauses

This Appendix forms part of the Clauses.

Data Exporter 

The Data Exporter is the customer to the Agreement, as amended by the DPA.

Data Importer 

The Data Importer is IntegrationSuccess GmbH, Inc. (“Company”), which provides digital marketing infrastructure Company’s service may also be accessed by Application Programming Interfaces (APIs).

Data Subjects 

The personal data transferred concern the Data Exporter’s and Data Exporter’s affiliates’ end users including employees, consultants and contractors of the Data Exporter, as well as any individuals collaborating or sharing with these end users using the services provided by Data Importer.

Categories of data 

The personal data transferred concern end users identifying information and organization data (both on-line and off-line) as well as website behavior / interactions and other content or data in electronic form stored or transmitted by end users via Data Importer’s services.

Processing operations 

The personal data transferred will be subject to the following basic processing activities (please specify):

Scope of Processing. 

The scope and purposes of processing the Data Exporter’s personal data is described in the DPA to which these Clauses are annexed as well as the Agreement between Data Exporter and Data Importer.

Term of Processing. 

The term for data processing will be the term set forth in the applicable Agreement.

Data Deletion or Return. 

Upon expiration or termination of the Agreement, Data Importer agrees to delete or return Data Exporter’s personal data from Data Importer’s service, in accordance with the terms and conditions of the Agreement.

Access to Data. 

Data Exporter may designate an administrator who will have the ability to access Data Exporter’s personal data in accordance with the Agreement. In addition, an individual end user of Data Exporter will have the ability to access any of such end user’s personal data associated with the specific account through which such end user accesses and uses the service in accordance with the functionality of the service, the Agreement and the agreement between Company and the individual Data Exporter end user.

Sub-processing. 

Data Importer may engage other companies to provide parts of the service on Data Importer’s behalf. Data Importer will ensure that any such Sub-Processors will only access and use any personal data of Data Exporter to provide the service in accordance with the Agreement.

TERMS OF SERVICE 

1. General

BLACKBOARDM&A (hereinafter, the “Software”) is owned and operated by IntegrationSuccess GmbH INC (“Company”, and the Company and Software together shall be hereinafter referred to as “IntegrationSuccess GmbH”), a company incorporated under the Companies Act, having its registered office at IntegrationSuccess GmbH, c/o Thomas Kessler, Am Draitschbusch 17, 53177 Bonn, Germany:

You are advised to read and understand these Terms carefully as moving past the home page, or using any of the services shall be taken to mean that You have read and agreed to all of the policies, which constitute a legally binding agreement between you and the Software. These terms are to be read along with the Privacy Policy and any other policies on the Software.

This document is an electronic record published in accordance with the provisions of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the Rules and Regulations, Privacy Policy and Terms of Service for access or usage of the Software and being generated by a computer system, it does not require any physical or digital signatures.

For the purpose of these Terms of Use, along with any amendments to the same, and wherever the context so requires “You”, “Your” or “User” refer to the person visiting, accessing, browsing through and/or using the Software at any point in time. The term “We”, “Us”, “Our” shall mean and refer to the Software and/or the Company, depending on the context.

The headings of each section in this Agreement are only for the purpose of organising the various provisions under this Agreement in an orderly manner. These headings shall not be used by either party to interpret the provisions contained under them in any manner. Further, the headings have no legal or contractual value.

We hold the sole right to modify the Terms of Service without prior permission from You or providing notice to You. The relationship creates on You a duty to periodically check the Terms of Service and stay updated on its requirements. If You continue to use the Software or avail any of its services without registration following such change, this is deemed as consent by You to the so amended policies. Your continued use of the Software is conditioned upon your compliance with the Terms of Service, including but not limited to compliance with the Terms of Service even after alterations, if any.

The Software is a platform wherein the Users can use the software to track customer data and internet usage on their respective Website/Softwares. Registration is not compulsory to use the Software

2. Registration

To use the services provided on the Software, it is compulsory to create an account. A User may also create an account on the Software which shall collect only Your basic information. You also have the option of linking your social media accounts, such as Your Google Plus account, to create your Account. You must keep your account and registration details current and correct for communications related to your purchases from the Software. You can access the services offered on the Software by providing your email and consent to receiving emails on daily basis. At the time of registration, the Company shall collect the following personally identifiable information about you: If you choose to link your social media account with your Account, we collect basic information about you from those social media platforms, such as: name, age, gender, location and e-mail address. Information collected about you is subject to the Privacy Policy of the Company, which may be read as part and parcel of these Terms of Use. You are solely responsible for protecting the confidentiality of your username and password and any activity under the account will be deemed to have been done by you. In the event you provide us with false/inaccurate details or the Company has a reasonable ground to believe that false and inaccurate information has been furnished, we hold the right to permanently suspend your account.

3. Eligibility

Persons who are “incompetent to contract” within the meaning of the definitions by German law including minors, un-discharged insolvents etc. are not eligible to use the Software. In order to gain access to the Software, the User must sign the End User License Agreement

4. License and Access

The Company grants you a limited sub-license to access and make personal use of the Software, but not to modify it, or any portion of it, except with express written consent of the Company. Such limited sub- license does not include/permit any resale or commercial use of the Software or its contents; any collection and use of information; any derivative use of the Software or its contents; any downloading or copying of information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. Any portion of the Software may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Software or of the Company and/or its affiliates without the express written consent of the Company. You may not use any meta tags or any other “hidden text” utilizing the Company’s name or trademarks without the express written consent of the Company. You shall not attempt to gain unauthorized access to any portion or feature of the Software, or any other systems or networks connected to the Software or to any server, computer, network, or to any of the services offered on or through the Software, by hacking, ‘password mining’ or any other illegitimate means.

License to use client data

As between you and IntegrationSuccess GmbH, you shall retain ownership of any information, data and statistics that IntegrationSuccess GmbH obtains from your Website/Software, such as raw data and log files generated by and/or provided to the Services.

You hereby grant to IntegrationSuccess GmbH a royalty-free, non-exclusive, irrevocable, right and license to access your registered web page(s) and to access and log (a) any information concerning users’ actions, entries, or activities on your web page(s), (b) any information sent to you by users’ web browsers concerning users’ web activities immediately prior to visiting your web page(s) (e.g., URL information and HTTP header information), and/or (c) any data or other information you provide to IntegrationSuccess GmbH (collectively “Client Data”) for the purposes of (i) providing you with reports and other functions related to the Services; (ii) analyzing and improving the Services; and/or (iii) compiling aggregate data derived from your use of the Services to compile statistics, metrics, insights and general trend data about the Services for, among other things, IntegrationSuccess GmbH’ marketing and promotional purposes. This information will be presented only in aggregate form, and we will not share specific site data that identifies you or your visitors without your permission.

You represent and warrant that you have all rights, licenses, and consents required to license Client Data to IntegrationSuccess GmbH on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.

License to posts

By posting any software, information, data, databases, music, audio, video or audiovisual files, photographs, images, documents, text, digital files, forum messages, reviews, comments or other material (“Material”) to the IntegrationSuccess GmbH’ Blog, you hereby grant IntegrationSuccess GmbH an irrevocable, perpetual, non-exclusive, royalty-free worldwide license to reproduce, adapt, distribute, perform or publicly display, or create derivative works from all or any portion of the Material. You further represent and warrant that you own all rights to such Material and that this license does not infringe the rights of any third party or violate any applicable law or regulation.

License to use your logo and name

You hereby agree and allow and grant the right to IntegrationSuccess GmbH to use your name, logo and/or trademark solely for commercial purposes.

5. User Obligations

You are a restricted user of this Software.

a.You are bound not to cut, copy, distribute, modify, recreate, reverse engineer, distribute, disseminate, post, publish or create derivative works from, transfer, or sell any information or software obtained from the Software. With our prior permission limited use may be allowed. For the removal of doubt, it is clarified that unlimited or wholesale reproduction, copying of the content for commercial or non-commercial purposes and unwarranted modification of data and information within the content of the Software is not permitted.

b.You agree not to access (or attempt to access) the Software and/or the materials or Services by any means other than through the interface that is provided by the Software. The use of deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Software or Content, or in any way reproduce or circumvent the navigational structure or presentation of the Software, materials or any Content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Software. You acknowledge and agree that by accessing or using the Software or Services, You may be exposed to content from other users that You may consider offensive, indecent or otherwise objectionable. We disclaim all liabilities arising in relation to such offensive content on the Software. Further, You may report such offensive content.

c.In places where this Software allows you to post or upload data/information, You undertake to ensure that such material is not offensive and in accordance with applicable laws. Further, You undertake not to:

1.Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of others;

2.Engage in any activity that interferes with or disrupts access to the Software or the Services (or the servers and networks which are connected to the Software);

3.Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

4.Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;

5.Post any file that infringes the copyright, patent or trademark of other legal entities; 

6.Upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Software or another's system;

7.Download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;

8.Probe, scan or test the vulnerability of the Software or any network connected to the Software, nor breach the security or authentication measures on the Software or any network connected to the Software. You may not reverse look-up, trace or seek to trace any information on any other user, of or visitor to, the Software, or any other customer of the Software, including any Software Account not owned by You, to its source, or exploit the Software or Service or information made available or offered by or through the Software, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided for by the Software;

9.Disrupt or interfere with the security of, or otherwise cause harm to, the Software, system resources, accounts, passwords, servers or networks connected to or accessible through the Software or any affiliated or linked Website/Softwares;

10.Collect or store data about other users in connection with the prohibited conduct and activities set forth in this Section;

11.Use the Software or any material or Content for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity or other activity which infringes the rights of this Software or other third parties;

12.Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;

13.Violate any applicable laws or regulations for the time being in force within or outside Germany;

14.Violate the Terms of Service including but not limited to any applicable Additional Terms of the Software contained herein or elsewhere;

15.Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service; 

16.Threaten the unity, integrity, defense, security or sovereignty of Germany, friendly relations with foreign states, or public order or cause incitement to the commission of any cognizable offence or prevent investigation of any offence or is insulting any other nation;

17.Publish, post, disseminate information that is false, inaccurate or misleading; violate any applicable laws or regulations for the time being in force in or outside Germany; 

18.Directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force;

19.Create liability for Us or cause Us to lose (in whole or in part) the services of Our internet service provider ("ISPs") or other suppliers.

You shall not engage in advertising to, or in solicitation of, other Users of the Software to buy or sell any products or services. You may not transmit any chain letters or unsolicited commercial or junk email to other Users via the Software. It shall be a violation of these Terms of Service to use any information obtained from the Software in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to another person other than Us without Our prior explicit consent. We can (and You hereby expressly authorize Us to) disclose any information about You to law enforcement or other government officials, as we, in our sole discretion, believe it necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury. In order to protect Our Users from such advertising or solicitation, We reserve the right to restrict the number of messages or emails which a user may send to other Users in any 24-hour period which We deem appropriate in our sole discretion. You understand that We have the right at all times to disclose any information (including the identity of the persons providing information or materials on the Software) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena.

We have no obligation to monitor the materials posted on the Software. We shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms of Service. In no event shall We assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from the use of Content and/or appearance of Content on the Software. You hereby represent and warrant that You have all necessary rights in and to all Content which You provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libelous, tortuous, or otherwise unlawful information.

6. Payment

Transactions on the Website/Software are secure and protected. Any information entered by the User when transacting on the Website/Software is encrypted to protect the User against unintentional disclosure to third parties. The User’s credit and debit card information is not received, stored by or retained by the Company / Website/Software in any manner. This information is supplied by the User directly to the relevant payment gateway which is authorized to handle the information provided, and is compliant with the regulations and requirements of various banks and institutions and payment franchisees that it is associated with.

The following payment options are available on the Website/Software:

a) Domestic and international credit cards issued by banks and financial institutions that are part of the Visa, Master Card & Amex Card networks;

b) Visa & Master Card Debit cards;

c) Netbanking/Direct Debit payments from select banks

The Payment shall be initiated at the beginning of the month and the payment shall be made on a monthly or yearly basis.In the event the subscription is purchased midway during the month the User shall be charged on a pro rata basis for that month.

7. Copyright and Trademark

The Company and their affiliates, its suppliers and licensors expressly reserve all intellectual property rights in all text, programs, processes, technology, images, content and other materials which appear on the Software. Access to or use of the Software does not confer and should not be considered as conferring upon anyone any license to the Company or any third party’s intellectual property rights. All rights, including copyright, in and to the Software are owned by or licensed to the Company. Any use of the Software or its contents, including copying or storing it or them in whole or part is prohibited without the permission of the Company.

You may not modify, distribute or re-post anything on the Software for any purpose. The names and logos and all related service names, design marks and slogans are the trademarks/service marks of the Company, its affiliates, its partners or its suppliers/service providers. All other marks are the property of their respective owners. No trademark or service mark license is granted in connection with the materials contained on the Software. Access to or use of the Software does not authorize anyone to use any name, logo or mark in any manner.

8. Disclaimer of Warranties and Liabilities

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE SOFTWARE, SERVICES AND OTHER MATERIALS ARE PROVIDED BY THIS SOFTWARE IS ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, INTEGRATIONSUCCESS GMBH MAKES NO WARRANTY THAT 

a.YOUR REQUIREMENTS WILL BE MET OR THAT SERVICES PROVIDED WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; 

b.MATERIALS, INFORMATION AND RESULTS OBTAINED WILL BE EFFECTIVE, ACCURATE OR RELIABLE; 

c.ANY ERRORS OR DEFECTS IN THE SOFTWARE, SERVICES OR OTHER MATERIALS WILL BE CORRECTED.

d.THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO THE DEVICE IRRESPECTIVE OF WHETHER THE SAME WAS CAUSED DUE TO THE USAGE OF THE SOFTWARE OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY RELATED TO USER CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. CUSTOMER LABS ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT.

THE USER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SOFTWARE IS DONE ENTIRELY AT HIS/HER OWN DISCRETION AND RISK AND HE/SHE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS/HER COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. WE ARE NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERROR LEADING TO AN INVALID COUPON. INTEGRATIONSUCCESS GMBH ACCEPTS NO LIABILITY FOR ANY ERRORS OR OMISSIONS, WITH RESPECT TO ANY INFORMATION PROVIDED TO YOU WHETHER ON BEHALF OF ITSELF OR THIRD PARTIES.

9. Indenification and Limitation of Liability

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THIS Software/COMPANY INCLUDING BUT NOT LIMITED TO ITS AFFILIATE VENDORS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, DEMANDS, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND DISBURSEMENTS IN CONNECTION THEREWITH AND INTEREST CHARGEABLE THEREON) ASSERTED AGAINST OR INCURRED BY US THAT ARISE OUT OF, RESULT FROM, OR MAY BE PAYABLE BY VIRTUE OF, ANY BREACH OR NON-PERFORMANCE OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT MADE OR OBLIGATION TO BE PERFORMED BY YOU PURSUANT TO THESE TERMS OF SERVICE. FURTHER, YOU AGREE TO HOLD US HARMLESS AGAINST ANY CLAIMS MADE BY ANY THIRD PARTY DUE TO, OR ARISING OUT OF, OR IN CONNECTION WITH, YOUR USE OF THE Software, ANY CLAIM THAT YOUR MATERIAL CAUSED DAMAGE TO A THIRD PARTY, YOUR VIOLATION OF THE TERMS OF SERVICE, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER, INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS.

IN NO EVENT SHALL INTEGRATIONSUCCESS GMBH, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU, THE VENDOR OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE Software, SERVICES OR MATERIALS.

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Termination

This User Agreement is effective unless and until terminated by either you or the Company. You may terminate this User Agreement at any time, provided that you discontinue any further use of the Software. The Company may terminate this User Agreement at any time and may do so immediately without notice, and accordingly deny you access to the Software.

Such termination will be without any liability to the Company. The Company’s right to any Comments and to be indemnified pursuant to the terms hereof, shall survive any termination of this User Agreement. Any such termination of the User Agreement shall not cancel your obligation to pay for service(s) already ordered from the Software or affect any liability that may have arisen under the User Agreement prior to the date of termination.

In the event that the User does not renew his subscription then the Company shall provide 30(thirty) days after the end of the subscription to make the payment or renew the subscription failing which the data shall be deleted permanently

11. Disputes and Jurisdiction

All disputes involving but not limited to rights conferred, compensation, refunds, and other claims will be resolved through a two-step Alternate Dispute Resolution mechanism.

a. Stage 1: Mediation. In case of a dispute, the matter will first be attempted to be resolved by a sole mediator who is a neutral third party and will be selected at the mutual acceptance of a proposed mediator by both parties. Both parties may raise a name for the sole mediator and in the case both parties accept the proposed name, the said person shall be appointed as sole mediator. In case the parties are not able to reach a consensus within two proposed mediators, the Company reserves the right to decide who the final mediator is. The decision of the mediator is not binding on both parties.

b. Stage 2: Arbitration. In case that mediation does not yield a result suitable or preferred by any one of the parties, arbitration may follow, the award of which is binding on both parties. The Arbitration Board shall comprise three members – one appointed by each party and the third member to be nominated by the two appointed members by mutual consent. Arbitration shall be held at Bonn, Germany. The proceedings of arbitration shall be in the German language. The arbitrator’s award shall be final and binding on the Parties. If the dispute cannot be resolved by this two-step Alternate Dispute Resolution mechanism, it shall be referred to the courts at Bonn Germany.

12. Miscellaneous Provisions 

a. Entire Agreement: The terms and conditions set forth in this Agreement and any additional or different terms expressly agreed by the Parties shall constitute the entire agreement and understanding of the Parties with respect to each Service and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them. Notwithstanding the foregoing, the Parties shall always remain subject to the terms of this Agreement.

b. Waiver: The failure of either party at any time to require performance of any provision of this Agreement in no manner shall affect such party's right at a later time to enforce the same. No waiver by either party of any breach of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any other such breach, or a waiver of any other breach of this Agreement.

c. Severability: If any provision of this Agreement shall to any extent be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby and each such provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In such a case, this Agreement shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the parties hereto, as expressed herein.

13. Contact Us 

If you have any questions about this Agreement, the practices of IntegrationSuccess GmbH, or your experience with the Service, you can e-mail us at Thomas.kessler (at) integrationsuccess.com.

To your company’s best M&A Strategy.