Last modified March 29, 2019. Thank you for using IP Publisher GmbH’s application programming interfaces and associated software, content, products and services, (collectively, the “Web Applications”). These Web Application Terms of Service along with any additional terms supplied with accompanying documentation (the “Web Application Terms”) describe and govern your rights and responsibilities when accessing or using any of our Web Applications or developing software that uses our Web Applications (“Web Application Client(s)”). In the Web Application Terms, “We”,“us” and “our” refers to IP Publisher GmbH, with office at Stettiner Straße 1, 63322 Rödermark, Germany, and “you” and “your” refers to the individual or legal entity that you represent. Please read this document carefully as you are agreeing to the Web Application Terms by accessing or using any of our Web Applications.
You may be required to provide identification or other information in order to use our Web Applications. You warrant that any information you give to us will be accurate and up to date, and you will notify us promptly of any changes. You consent to us storing this information in accordance with applicable law and our privacy policies.
Web Application credentials (such as usernames, passwords, and Web Application keys) are intended to be used solely by you and your Web Application Clients, and you agree to make commercially reasonable efforts to protect and keep confidential your credentials.
1.3 Compliance with Law and Third-Party Rights:
You will not access our Web Applications in violation of any applicable law or regulation, including without limitation those regarding personally identifiable information (“PII”) and data privacy, import, and export.
You agree that IP Publisher GmbH may monitor, audit, and log your use of the Web Applications to ensure quality, improve our products and services, and verify your compliance with the Web Application Terms.
2.2 Rights and Consent:
Before submitting any content to our Web Applications, you will ensure that you have the necessary legal rights to do so, including consent to such use for any third-party rights present in the content.
Unless otherwise specified in writing by IP Publisher GmbH, IP Publisher GmbH does not intend use of the Web Applications to create obligations under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), and makes no representations that the Web Applications satisfy HIPAA requirements. If you are (or become) a "covered entity" or "business associate" as defined in HIPAA, you will not use the Web Applications for any purpose or in any manner involving transmitting protected health information to IP Publisher GmbH unless you have received prior written consent to such use from IP Publisher GmbH.
3.1 General Prohibitions
When accessing or using the Web Applications, you may not:
You may terminate the Terms for any reason on a 7 (seven) working days’ notice to us, and upon termination cease your use of the Web Applications. We may terminate the Terms with immediate effect by delivering notice of the termination to you, if you materially breach any of the obligations, covenants, or representations of these Terms.
Upon termination, terms including but not limited to sections 2.1 (ownership), 3 (prohibitions), 4 (termination and survival), 5 (representations and disclaimer of warranties), 6 (limitation of liability), 7 (indemnification), section 8 (general provisions) will survive any termination or expiration of the Terms.
You represent and warrant that you have the right to agree to these Terms and have the legal power to do so.
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE Web ApplicationS, RELATED COMPONENTS AND DOCUMENTATION ARE PROVIDED BY US ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE Web ApplicationS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
THE INFORMATION FROM OR THROUGH THE Web ApplicationS ARE PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE Web ApplicationS AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE Web ApplicationS SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.
ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING THE FORM OR DOCUMENT IS DISCLAIMED. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR Web ApplicationS. OUR MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR ANY GOODS, SERVICES OR INFORMATION.
Unless prohibited by applicable law, you shall indemnify, defend, and hold harmless IP Publisher GmbH and our trustees, officers, directors, employees and users, (collectively, the “Indemnitees”) against any and all claims, suits, actions, judgments, liabilities, losses, costs, fees or expenses and damages incurred by or imposed upon any of the Indemnitees by a third party, to the extent resulting from:
By using our Web Applications, IP Publisher GmbH may use submitted information in accordance with our Privacy Policies.
9.1 Governing Law
These Terms, and any disputes or claims arising out of them (and any subsequent amendments of the Terms), shall be governed by the laws of the Federal Republic of Germany, without regard to conflict of law principles.
9.2 Assignment and Transfer
Neither these Terms nor any rights or obligations may be assigned or otherwise transferred by you to a third party (including by way or merger or consolidation) without the prior written consent of IP Publisher GmbH, not to be unreasonably withheld or delayed.
As we improve and expand our Web Applications, we may modify the Web Application Terms. Please review the Terms regularly. We will provide a reasonable notice of the modifications to these Terms prior to the changes taking effect by emailing the email account associated with your account. The revised Terms will not apply retroactively and will take effect on the date posted on the Terms. If you access our Web Applications after the effective date, that access will constitute your acceptance of any revised terms and conditions.
Any waiver of any rights or failure to act in a specific instance shall relate only to such instance and shall not be construed as an agreement to waive any rights or fail to act in any other instance, whether or not similar.
Should one or more of the provisions of these Terms be void, invalid or unenforceable under applicable law, the remaining provisions of the Terms will not cease to be effective. The parties shall negotiate in good faith to replace such void, invalid or unenforceable provision by a new provision that reflects, to the extent possible, the original intent of the parties.
9.6 Entire Agreement
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and any previous agreements and understandings, whether oral or written, made by the parties on the same subject matter are expressly superseded by this Agreement.
9.7 Force Majeure
Neither party will be deemed to be in default of this Agreement for failure or delay of the performance of its obligations or attempts to cure any breach of this Agreement, when such failure or delay is caused by or results from causes beyond the reasonable control of or not reasonably avoidable by the affected party, including, without limitation, embargoes, acts of war, terrorism, strikes, lockouts or other labor disturbances. The affected party will notify the other party of such force majeure circumstances as soon as reasonably practical and will make every reasonable effort to mitigate the effects of such force majeure circumstances.
9.8 Relationship of the Parties
It is expressly agreed that you and IP Publisher GmbH will be independent contractors and that the relationship among the parties will not constitute a partnership, joint venture or agency.