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General Terms of Use for the AXOOM Business Platform of AXOOM GmbH


(Last revised: August 2016)
These Terms of Use are applicable in the version that was valid at the time of the conclusion of the contact for use by you as the end user (“user”) of the digital services offered via the digital business platform at www.axoom.com (“axoom.com”) of AXOOM GmbH, Vincenz-Prießnitz-Str. 1, 76131 Karlsruhe, (“AXOOM,” “we,” “our”).
The goods and services offered are intended exclusively for entrepreneurs in accordance with § 14 Para. 1 Civil Code BGB, i.e. natural or legal persons or partnerships having legal capacity that with the conclusion of the contract are discharging their commercial or independent professional duty (“companies”).
Deviating, conflicting or supplementary general terms and conditions of the user will, even if AXOOM is aware of them, not become part of the contract unless their validity has been expressly agreed to in writing.

 

§ 1 Scope of services and availability

1. AXOOM provides a digital business platform with various services, through which you as a user can call up information, procure goods and services at AXOOM and other participants and contact them as well as other services providers and users.

2. The services provided can be, for example, be cloud or software services, and the making available of product data, electronic media, information and other content (hereinafter referred to collectively as “services”). You can read about the scope of our services and benefits in our service description at www.axoom.com. The scope of services is also derived from the respective functionalities currently available on axoom.com.

3. We reserve the right to supplement the services and benefits offered on the platform or to set a time limit for the use of the services offered either in whole or in part. No claim to the retention of certain benefits or parts thereof exists.

4. You must register to use the goods and services available on axoom.com. Not only companies are allowed to participate. Registration for the use of axoom.com is free of charge.

5. Services and benefits from third parties (“partners”) can also be included in the functionalities available on axoom.com, for which AXOOM only mediates the access or contact. For the utilization of such services and benefits – which are always identified as third-party services and benefits – the particular contractual conditions of the respective partner take precedence, to which AXOOM and/or the partner will refer you in each case.

6. For free services, no claim exists to interruption-free use. It is not guaranteed that the access to or the use of axoom.com will not be interrupted or adversely affected by maintenance work, further development, or other malfunctions that, if applicable, could result in loss of data. We make every effort to ensure that the usability of the axoom.com services is as interruption-free as possible. However, the possibility cannot be excluded that, due to technical malfunctions (e.g. interruption of the power supply, hardware or software errors, technical problems in the data lines) temporary limitations or interruptions will occur.

7. If and to the extent that orders to partners are mediated via the platform, we are furthermore entitled in the name of the partner to cancel orders of goods or services that have not been accepted by the partner within 30 days after notification of the order. We will notify you of this in a separate message.

 

§ 2 Registration at axoom.com

1. Every user must register for participation on axoom.com in advance. Each company may only register once and may only create one profile (“corporate user,” “master user”). During the registration process you will be asked to establish your access data. This consists of your e-mail address and a freely chosen password. Additionally, during registration all the information requested on the electronic registration form such as company, address, contact and payment data, as well as a contact person authorized to represent the registering company, must be indicated completely and correctly. During registration you may not represent yourself as another person or company or use a name or company that you are not entitled to use.

2. A corporate user can under its only responsibility only register adult employees of its company under their real names (“sub-users”) under its profile. The registration of a sub-user does not create a separate contractual user relationship between AXOOM and the sub-user. The master user ensures and is responsible for all sub-users taking note of these Terms of Use and following them. As the contractual partner for all acts of use and legal acts, the master user is fully responsible for its sub-users. Acts of a sub-user are valid as acts having been performed by a higher-level corporate user.

3. If the registration or profile data change during the course of your user relationship, you must correct your data on axoom.com promptly in your personal settings. This applies both for corporate users and for sub-users they have created. If costs arise due to incorrect details (for example in case of incorrect bookings due to incorrect contact details), you are required to reimburse us for these costs.

4. By sending your registration data you submit an offer to us for the conclusion of a user relationship based on these Terms of Use. We will decide to accept the offer at our own discretion. If your registration is not confirmed within a reasonable period of time via an e-mail to the e-mail address you have provided, you are not longer bound to your offer. With receipt of the e-mail confirmation, a user relationship in accordance with the agreement comes about, and we will activate the requested access. From the time of activation, you are authorized to use axoom.com within the framework of these Terms of Use. To do this, you must first confirm the activation by clicking on the link contained in the e-mail.

5. Your registration, the contractual relationship and the user account in addition to the access data are non-transferable. We assume no responsibility for every profile owner always being the person the respective profile owner claims to be. We reserve the right to verify your identity and your details during registration. You therefore authorize AXOOM, as a precautionary measure, to use all registration information (including that of the sub-users) to verify the accuracy of your details (including their updates).

 

§ 3 Responsibility for the Access Data

1. You must keep your access data, including your password, secret, and under no circumstances make this data available to third parties.

2. It is also your responsibility to ensure that only you or persons you have authorized access axoom.com and use the services available on axoom.com. If there are reasons to suspect that unauthorized third parties have become aware or will become aware of your access data, axoom.com must be informed immediately.
Please note: You are fully responsible for any use and/or other activity that is carried out using your access data.

 

§ 4 Utilization of Services Subject to Payment

1. On axoom.com you have the option of using both free services and services subject to payment. If the use of a service (including the retrieval of content) is subject to payment and you have not already commissioned a corresponding service during your registration, before opening the access option to the respective service online you will receive a notification of the costs incurred, the payment conditions, duration and cancellation of the service subject to payment, as well as additional relevant details and, if applicable, special contractual conditions. After that you will have the option of sending the order of the service by clicking on the order button with a mouse.

2. By clicking on the order button, your declare your binding offer to use the service. Your order is accepted by our activation or provision of the benefit. These Terms of Use also apply for this user relationship and, if applicable, other special contractual conditions, about which you will be informed before utilization of the service.

3. All stated fees are understood to be in addition to the respective applicable statutory value added tax. The fee for the services you use will be processed by a commissioned payment service provider. You will be notified of this before the conclusion of the contract.

4. If not otherwise agreed, we will always bill you for contractually due use-independent compensation components in advance and use-dependent compensation subsequently. You will be informed of the billing periods before the first utilization together with the other payment conditions. Billing will be done exclusively by electronic means by sending the invoice via e-mail. If in your profile settings you select sending of the invoice by mail, this may result in additional costs for you (processing and postage costs). The amount of the costs for sending the invoice will be indicated to you when selecting the delivery method.

5. During a possible agreed test or trial period the contractual benefits subject to payment will be rendered free of charge to the extent agreed. For benefits that are provided by partners this applies only and insofar as this has been agreed to in the partner's respective special contractual conditions.

6. You can only claim a right of retention if this is based on the same contractual relationship. You can only offset receivables owed to us with unchallenged or legally established receivables owed by us.

7. Credit card processing will be performed be PAYONE GmbH · Fraunhoferstraße 2-4 · 24118 Kiel, Germany – Company headquarters: Kiel – Kiel District Court HRB 6107 – Managing Directors: Carl Frederic Zitscher, Jan Kanieß – A Company in the Sparkassen-Finanzgruppe

 

§ 5 Blocking of Access

1. We can temporarily or permanently block your access to axoom.com overall or to individual sub-areas at our own discretion if there are concrete indications that you are violating or have violated these Terms of Use and/or applicable law, or if we have another justified interest in blocking you. Your justified interests will be given appropriate consideration during the decision on blocking.

2. In case of temporary or permanent blocking, your access authorization will be blocked and you will be notified of this via e-mail.

3. If case of a temporary blocking, after the blocking period has expired or the reason for blocking has been definitively eliminated, the access authorization will be reactivated and you will be informed of this via e-mail. A permanently blocked access authorization cannot be restored. Permanently blocked persons are permanently excluded from participation on axoom.com and may not reregister on axoom.com. This applies both to registration as a master user and to registration as a sub-user.

 

§ 6 Termination of Usage

1. You can terminate your user relationship with axoom.com with a notice period of fourteen (14) calendar days to the end of the month by ending your axoom.com user relationship by deregistering from the service. In the event that a user contract has been concluded on services or benefits in return for payment, the access can only be terminated together with the respective user contract. The notice period in item 2 below applies accordingly.

2. We also reserve the right to terminate the user relationship in full or for individual services with a notice period of fourteen (14) calendar days, however at the earliest with the expiration of the minimum term or the time of the earliest termination option of the services and benefits subject to payment obtained under AXOOM or user contracts with partners.

3. The possibility of termination for good cause remains unaffected. In the event of a termination declared by us for a good cause for which you are responsible, we are entitled to immediately demand a payment in the amount of 75% (seventy five percent) of the user fee for the term remaining after the termination of the services subject to payment affected by the termination, provided by AXOOM or a partner until the next proper termination date if you do not prove that we or the relevant partner have not suffered any damage at all or that the actual damage is significantly lower than this amount. We or the affected partner have been provided with proof that the actual damage is higher than this amount.

4. In the event of a complete termination of your axoom.com user relationship, with the expiration of 30 calendar days after the entering into effect of the termination and after the expiration of any legal retention periods, we are entitled to irretrievably delete all data that has been created in the context of your axoom.com membership. For personal data the regulations on data protection take precedence, which may also stipulate a shorter period for deletion.

 

§ 7 Scope of Permitted Use, Code of Conduct, Monitoring of User Activities

1. Your user authorization is restricted to access to axoom.com and to the use of the respectively available services on axoom.com in the context of the regulations of these Terms of Use.

2. You yourself are responsible for establishing the necessary technical requirements (in particular hardware, web browser and internet access) for the use of the services in accordance with the contract within your area of responsibility. We are not required to provide any advice with regard to this.

3. Please be aware that user activities may be monitored within the legally permitted scope of the Telemedia Act (TMG) and Federal Data Protection Act (BDSG) or that there may be a legal obligation for us to do this. This also includes, if applicable, the recording of IP connection data and courses of conversation as well as their evaluations in case of a concrete suspicion of a violation of these terms of participation and use and/or in case of a concrete suspicion of the existence of another illegal action or criminal act.

 

§ 8 Protection of Content, Responsibility for Third-Party Content

1. The content available on axoom.com is primarily protected by copyright, trademark and competition law and by other property rights, and is respectively our property, the property of our partners, customers or other third parties who have provided the respective content. The compilation of the content on axoom.com is also protected by copyright as such. You may only use this content in accordance with these Terms of Use and within the framework specified on axoom.com.

2. The content available on axoom.com originates partially from us and partially from other users or other third parties. Content from users and other third parties will hereinafter be referred to collectively as “third-party content.”

3. We do not perform any review for completeness, accuracy or legality for third-party content and therefore assume no responsibility or guarantee of any kind for the completeness, accuracy, legality or currentness of the third-party content. This also applies with regard to the quality of the third-party content and its suitability for a particular purpose.

 

§ 9 Right of Use to Content Available on axoom.com

1. If a different right of use has not been granted in these Terms of Use, the special Terms of Use for services subject to payment offered by us or the special Terms of Use of a partner for the content or services provided by this partner,
– you may only call up and display online the external content available on axoom.com for your own purposes. If you use axoom.com in the context of your commercial or professional activity, you may only use the content available on axoom.com for your own internal business purposes in order to achieve the purpose of the contract. Any commercial use of the available content for other purposes, in particular to offer services for or in relation to third parties, is prohibited in principle. This right of use is limited to the duration of your contractual participation in axoom.com;
– you are forbidden from processing, modifying, translating, exhibiting, demonstrating, publishing, displaying, duplicating or disseminating the external content available on axoom.com in whole or in part. Removing or modifying copyright notices, logos and other marks or protection notices is also forbidden.

2. You are only authorized to download content (“download”) or to print content insofar as a download option or a print option is available as a functionality on axoom.com (e.g. by means of a download button).

3. In each case, you will receive a time-unlimited and non-exclusive right of use for your own purposes to the data provided by AXOOM that you have downloaded or printed out according to specifications. If content is involved that was delivered to you subject to payment, the further condition for this granting of rights is the full payment for the respective content. Otherwise all rights to the content remain with the original copyright holder.

4. The mandatory statutory rights (including the duplication for private or other personal use in accordance with § 53 Copyright Act (UrhG)) shall remain unaffected.

 

§ 10 Posting of Your Own Content by You, Evaluation System

1. To the extent that this functionality is available on axoom.com, you can post content on axoom.com and make it available to third parties in compliance with the following regulations.

2. With the posting of content, in each case you grant AXOOM a free, time-unlimited, transferable right of use to the respective content, in particular
– to the saving of the content on AXOOM servers and its publication, in particular making it publicly accessible (e.g. by displaying the content on axoom.com),
– to processing and duplication, insofar as this is necessary for the provision or publication of the respective content and
– to the granting of user rights to this content (including those subject to payment) to third parties.

3. The above granting of the right to the making publicly accessible or to the granting of rights of use to third parties does not apply with regard to such information that you have recognizably not posted for general publication on axoom.com. This includes registration information, details about your own business transactions and products, uploaded documents or documents that exclusively serve your own commercial purposes. Such information will only be passed on to third parties if this is necessary to fulfill the contractually owed benefit or has been arranged by you yourself (e.g. benefit and/or appointment with service providers, enabling of access by third parties to this content) or if you have expressly agreed to it.

4. If axoom.com explicitly offers the option of removing posted content from axoom.com, the right of use and exploitation granted above expires. However, AXOOM remains entitled to keep copies that have been created for security or verification purposes. The rights of use already granted to axoom.com users to content created by customers remain unaffected by the deletion.

5. You are fully responsible for the content you have posted. We will not perform any review of the content for completeness, accuracy, legality, currentness, quality or suitability for a certain purpose.

6. You affirm to us that you are the sole owner of all content you have transmitted to axoom.com or are otherwise entitled (e.g. by means of an effective permission from the copyright holder) to post the content on axoom.com and to grant the use and exploitation rights as described above. This applies in particular to external copyrights, trademark rights and ancillary copyrights and personal rights under commercial and/or competition law. In addition, you are required not to publish any content that violates applicable law.

7. We reserve the right to reject the posting of content and/or to edit, block or remove already posted content (including private messages and guest-book entries) without prior notification insofar as the posting of the content by you or the posted content itself will result in a violation of § 11 of these Terms of Use or there are concrete indications that a serious violation of § 11 will occur. However, in the process we will take your justified interests into account and select the least stringent means to protect against the violation of § 11.

8. You are aware that axoom.com has an evaluation system for users, services and benefits. You are entitled to post true statements about other users (in the Community area) and about any service or other benefit on the respective evaluation page of the relevant user and/or of the service. Users and service providers can also utilize points from 1 to 5 for the proper performance of an exchange of services. axoom.com does not take ownership of the evaluations, is not required to review the evaluations, and is not responsible for the content.

9. Users who attempt to post untrue, offensive, anti-competitive, actionable or otherwise illegal content about others may be barred without notice.

 

§ 11 Forbidden Activities

1. The services available on axoom.com, provided that nothing to the contrary is stated in the special contractual conditions for the respective service, are intended solely for the users’ own internal commercial purposes. Any commercial use that goes beyond this for or in relation to third parties is not permitted. Unauthorized commercial use includes in particular
– all offers and promotions of content, services and/or products subject to payment, particularly one’s own or that of third parties,
– all offers, promotions and performances of activities with a commercial background such as competitions, raffles, barter transactions or pyramid schemes,
– any electronic or other collection of identity or contact data (including e-mail addresses) from members (e.g. for sending unsolicited e-mails), and
– the exploitation of the services available on axoom.com including the services offered hereby for or in relation to third parties.

2. You are forbidden from undertaking any activities on or in connection with axoom.com that violate applicable law, infringe on the rights of third parties or violate the principles of the protection of minors. In particular, you are forbidden from performing the following actions:
– posting, distributing, offering and advertising of racist, discriminatory, pornographic content, content that violates laws for the protection of minors, data protection law and/or other law and/or fraudulent content, services and/or products;
– using content that insults or maligns other users or third parties, as well as any abusive criticism;
– using, providing or disseminating content, services and/or products that are legally protected or encumbered by the rights of third parties (e.g. copyrights) without being expressly authorized to do so.

3. Furthermore, independently of a possible infringement of the law during the creation of your own content on AXOOM and during communication with other users (e.g. by sending personal messages, participation in discussion forums, publication of discussion contributions or commenting on content and contributions), you are forbidden from undertaking the following activities:
– distributing viruses, Trojans and other harmful files;
– sending of junk or spam e-mails and other chain e-mails;
– distributing offensive, sexual, obscene or defamatory content or communication and content that is intended to promote or support racism, fanaticism, hate, physical violence or illegal actions (either explicitly or implicitly);
– harassing other users, e.g. by contacting them multiple times personally without or contrary to a reaction by the other user, as well as promoting or supporting such harassment;
– requesting that other users reveal passwords or personal data for commercial or unlawful or illegal purposes;
– distributing and/or public reproducing content available on axoom.com if you are not expressly permitted to do so by the respective author or as a functionality expressly made available to you on axoom.com.

4. Any action that is intended to adversely affect the smooth operation of axoom.com, in particular any action intended to overload our IT systems, is likewise forbidden.

5. If you become aware of an illegal or abusive use, a use contrary to the contract or other unauthorized use of axoom.com, you can contact support@axoom.com and report the unauthorized use. We will thereupon review the action and implement appropriate steps if necessary.

6. We reserve the right to reject the posting of content and/or to edit, block or remove already posted content (including private messages and forum entries) without prior notification if the posting of the content by you or the posted content itself has resulted in a violation of these provisions or there are concrete indications that a serious violation will occur. However, your justified interests will be taken into account in the process.

 

§ 12 Confidentiality, Data Protection

1. The contractual partners are required to keep secret all business and trade secrets and other confidential information of the other contractual partner that they become aware of during the performance of the contract. The confidential information and the documents that embody it must not be made accessible to third parties that are not involved in the performance of the contract. The contractual partners will store and secure the information and documents in such a way that any abuse by third parties is excluded, at least with the due diligence of a prudent businessperson.

2. Not included in the obligation to confidentiality are information and documents that were generally known and available at the time of disclosure or that the receiving contractual partner was already aware of at the time of disclosure or were later legitimately made available to the receiving contractual partner by third parties.

3. Our quality standards include dealing responsibly with your personal data (this data will hereinafter be referred to as “personal data”). We will only collect, save and process the personal data resulting from the registration on axoom.com and from the use of the available services insofar as this is necessary for the provision of services in accordance with the contract and insofar as this is permitted by legal provisions. We will treat the personal data as confidential and in accordance with the provisions of the applicable data protection law and not pass it on to third parties.

4. Furthermore, your personal data will only be used to the extent that you have expressly consented to this. A consent that you have granted can be revoked at any time via support@axoom.com.

5. Insofar as you commission us to collect, process or use personal data, we are required to conclude an agreement on the contract data processing in accordance with § 11 BDSG. You must inform us of this requirement in writing before commissioning. We will then offer to conclude a corresponding agreement with you.

6. For more information, please also refer to our Data Privacy Agreement.

 

§ 13 Force Majeure

1. We are freed from the obligation to perform if the non-performance of services is attributable to the occurrences of force majeure after the conclusion of the contract.

2. Circumstances of force majeure are, for example, wars, strikes, riots, dispossession, storms, flooding and other natural catastrophes as well as other circumstances for which we are not responsible (in particular water penetration, power failures and the interruption or destruction of data-conducing lines as well as technical Internet problems over which we have no influence).

3. We will notify you of the occurrence of a case of force majeure immediately and inform you in the same way as soon as the force majeure event no longer exists.

 

§ 14 Exemption

1. You are required to exempt us from all costs, claims and disadvantages that third parties assert against us due to the violation of their rights due to your content or due to a violation of the law by you.

2. You are also required to reimburse us for all costs arising due to the violation of the law, in particular costs for an appropriate legal defense, including any court and attorney fees incurred. This does not apply if and to the extent that you are not responsible for the violation of the law.

 

§ 15 Limitation of Liability

1. AXOOM is liable within the framework of this contract in accordance with the following regulations:

  • For damages that have been caused deliberately or due to gross negligence, AXOOM is liable without limitation.
  • For damages resulting from noncompliance with any guarantees provided in writing within the scope of the user’s financial interest, which was covered by the purpose of the guarantee and was observable to AXOOM at the time this guarantee was provided.
  • In cases of product liability, in accordance with the Product Liability Act.
  • AXOOM is not liable in cases of violation of nonessential contractual obligations due to simple negligence. Furthermore, AXOOM’s liability for damage caused due to simple negligence is limited to damage that must be expected to arise within the framework of the respective contractual relationship (foreseeable damage typical of the contract).
  • The parties agree that the foreseeable damage typical of the contract from violations of obligations of this agreement amounts to a maximum of EUR 10,000.
  • The above limitation of liability does not apply in cases of fraudulent intent, in cases of physical or personal injury, to the violation of guarantees and to claims arising from product liability. Limitations of liability provided for by law (e.g. in accordance with § 44a Textile Labelling Act (TKG)) that deviate from the above liability regulations in favor of AXOOM shall remain unaffected.
  • AXOOM is not subject to any further liability. For rental contract services from AXOOM, in particular the liability without fault for defects that existed when the contract was concluded is excluded.

2. Insofar as AXOOM’s liability is limited or excluded in accordance with these provisions, this also applies to the liability of AXOOM’s bodies and performance and bid bonds, particularly of employees.

3. AXOOM is not liable for the accuracy, completeness and currentness of the data and information provided by the users. With the conclusion of the contract AXOOM transfers to the user, in the event that the user is held liable by another user due to inaccurate, incomplete or obsolete data and information, its existing contractual and non-contractual claims in this regard with respect to the providing user.

 

§ 16 Changes to These Terms of Use

AXOOM reserves the right to change these Terms of Use at any time, also with effectiveness within the existing contractual relationships. You will be notified of such changes at least 30 calendar days before the planned entry into force of the changes. If you do not object within 30 days after receipt of the notification, the changes are considered effectively agreed upon from the expiry of the deadline. If you object, the user relationship will be continued under the previous conditions. AXOOM reserves the right to end the user relationship in the event of an objection in accordance with § 6. In the notification of change, you will be informed of your right to object and to the consequences of this.

 

§ 17 Changes to Services, Price Changes

1. We are entitled at any time to change the free services provided on AXOOM, to make available new services that are free or subject to payment, and to stop providing free services. In the process, we will always take your justified interests into account. If free services are changed to services subject to payment or services subject to payment are changed, the change procedure in § 16 applies accordingly.

2. In any notification of change you will be informed separately of the consequences of the change and your right to object and/or terminate.

3. The partners alone have the functional and pricing authority over the goods and services they themselves offer respectively on axoom.com.

 

§ 18 General Provisions

1. Detailed information about us as the operator of axoom.com is provided here.

2. German law applies, excluding German International Private Law and the UN Convention on Contracts for the International Sale of Goods.

3. The exclusive legal venue is AXOOM’s registered office. However, we are also entitled to optionally take legal action in your official location.

4. If a provision of these terms of use is or becomes invalid, the effectiveness of the other provisions shall remain unaffected by this. In such a case the parties are required to cooperate on the establishment of provisions through which a result that is as close as possible economically to the invalid provision is achieved in a legally effective way. The above applies accordingly to the closing of any contractual gaps.

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