Last updated: February 21st 2018
Upon registering yourself with www.stiki.io either by browser access or by installing the App (“STIKI”) you shall receive the right to use STIKI for the purposes of team collaboration within your own business and for your own internal business purposes only, in accordance with the stipulations set up in these Terms and Conditions (“Terms and Conditions”, or “Agreement”).
STIKI is a tool to enhance communication within business teams and professional organisations, and its use is therefore limited to businesses in the sense of § 14 BGB (Bürgerliches Gesetzbuch, German Civil Code) only. STIKI is not meant for use by private individuals in the sense of § 13 BGB.
These Terms and Conditions shall be applicable for your use of STIKI with all its features, and no other terms and conditions have been agreed on at the time of the transaction.
1.1 Object of this Agreement is to enable you to use the software STIKI for the duration of this agreement, within your business (“software as a service”), against a fee, or cost free, as the case may be via desktop or mobile webservices.
1.2 Telecommunication services are not object of this Agreement, and we shall not be responsible for a functioning internet access of your devices. STIKI may only be used for your internal business processes. You are not entitled to rework, publish or publicly make available the Software, to lease, sell, distribute, license, or otherwise transfer it to third parties.
1.3 Provider of this Services in the sense of § 5 TMG (German Telemedia Laws) is
Rheinsberger Straße 76/77
Registergericht: Berlin (Charlottenburg) Registernummer: 174091
USt. ID. DE304746388
2.1 We shall make the STIKI available to you in accordance with this Agreement, for a minimum of 97% per month (excluding (i) planned maintenance works that we will announce in advance; (ii) downtimes that you have negligently caused (iii) downtimes in accordance with section 2.4 below or (iv) downtimes caused by your negligent infringement of Section 4.8).
2.2 You shall not receive a physical copy of the STIKI Software which shall be operated as software as a service.
2.3 We have no influence on the functioning of the internet. Consequently, in the event of malfunctions that affect factors that we cannot control (including power outages, natural catastrophes, war, malicious acts of third parties or other cases of force majeure) and that we have not caused negligently we are not obliged to render this service.
2.4 We shall provide you with updates of the STIKI part of the service, from time to time, and are entitled to – but in no way obliged to - change or adapt the Software, at our discretion and within the frame of the agreed functions and functionalities set out in this Agreement. We always support the latest version.
2.5 You shall not be entitled to any extra support (other than under the applicably warranty scheme as set out in Section 7 of this Agreement).
2.6 Use of STIKI will be supported with the use of the up-to-date versions of Chrome, Safari, or Firefox browsers as applicable at the date of your order.
3.1 Fees shall be due and payable in advance. of each Term for that Term, and thereafter at the beginning of the next Term.
3.2 The due amounts payable shall be set out in the respective offerings on our website. Fees include applicable VAT.
3.3 We offer credit card payment without being obliged to continue to offer each payment mode in the future. We may offer payment via an external provider. In this case the provider’s applicable conditions of use apply in addition to our Terms and Conditions. Your account will, however, be ready to use immediately after the closing of the transaction.
3.4 Should we allow you to use STIKI before having received your payment and should you then not pay in accordance with your obligations under this Agreement, or should there be a re-debit of your payment obligations we shall – without prejudice to all our other rights - be entitled to block your account until all payment obligations have been met.
4.1 For the term of this Agreement you shall, in accordance with these Terms and Conditions, receive a non-exclusive, non-sublicensable right to use to Software in accordance with the scope of use as defined in these Terms and Conditions.
4.2 Unless expressly arranged otherwise, you shall receive solely the rights of use named explicitly in this Agreement. The duplication of the services rendered by us (including making copies of the provided software) is prohibited where the duplication is not technically required for use of the software in accordance with the conditions. The temporary duplication in the random access memory is expressly authorized for use of a program.
4.3 You are not entitled to generate or open the source code by decompiling, disassembling, reverse engineering or otherwise. For appropriate remuneration upon a detailed, justified, written request by you, we shall however provide the information that is required to establish the interoperability between the software application and other software if the contractually granted rights of use to the software application are not extended or circumvented.
4.4 You shall not remove or cover proprietary notices, trademarks and notification of industrial property rights. You have no right to the release of the source code.
4.5 You shall be solely responsible for all content uploaded by you, whether consisting of text, graphics, layout, videos or pictures (“Your Content”), and must ensure that its upload is legitimate under all applicable laws. You must not upload any illegal content, especially content in the sense of §§ 4 Sections 1 and 2 JMStV, or other illegal or discriminating content, for example racist, pornografic or violence promoting content. Your Content must not infringe third party rights and you will ensure that you are entitled to upload all Your Content and are not breaching any copyrights or license rights of third parties, including moral rights or rights to the own picture or data protection rights. You may not use our services to spread unsolicited advertising, chain letters or other communication bothering to other users.
4.6 At the same time, we take no responsibility for content uploaded by any other user. We are a technical service provider. We do not monitor any uploaded content. If notified, we will act in accordance with our obligations under applicable law.
4.7 You will grant us a right to distribute Your Content solely for the duration of the Term, and in the scope of performing this Agreement, within the defined user groups. We may delete, or remove, Your Content at any time if we think that Your Content is illegal or violates the principles set out above.
4.8 You shall not (i) infringe or risk the infringement of third party rights, (ii) use the Software for illegal, defaming or fraudulous purposes, (iii) distribute undesirable content or transport any viruses, worm, or Trojan Horses, (iv) remove copyright notices, links or legal notices or disclaimers in the Software.
5.1 This Agreement shall commence upon your registration and has an Initial Term of one calendar month. It shall then prolong for respective one-month-periods (Initial Term and each following monthly period, a “Term”, and all Terms together “the Term”) until it is terminated. It shall be terminable by each party with a notice period of 1 days prior to the end of each Term. In all cases of trial periods or cost free special offers, the Term shall end without prolongation at the time stated in the trial or special offer. In no case shall a trial period or special offer prolong automatically beyond the Term.
5.2 The right of termination for cause remains unaffected. Termination for cause occurs in particular
5.3 Upon Termination of this Agreement, all rights in and to Your Content shall pass back to you and we shall delete all of Your Content within no later than 4 (four) months after the Termination of this Agreement.
6.1 Both contractual parties are obliged to observe the respectively applicable data protection conditions.
6.2 Where you upload personal data of third parties you must ensure that you do so in accordance with applicable data protection laws. You are solely responsible as a data controller and you ensure that personal data that is provided or given to you has been collected in accordance with the law and that all required statements of consent by the affect parties were obtained for the planned processing of the data as set out in our Privacy Statement published on https://www.stiki.io/privacy.html
6.3 We shall process data uploaded by you in accordance with applicable law. If you require us to provide you with a written and signed Data Processing Agreement then please contact email@example.com for this request.
7.1 To the extent that we offer you our services free of charge we will be liable only under the laws applicable for gifts and we declare no voluntary warranty for defects. All cost-free services shall be offered to the extent available and can be blocked, terminated, made unavailable or amended by us at any time.
7.2 To the extent that we offer you our services against a fee, we will be liable for damages that were caused by intent or gross negligence, that lack a guaranteed quality of the services or were caused by a negligent infringement of cardinal obligations. The same applies for damages that have been caused by a negligent breach of your health, body or life, or under the ProdHG (German Product Liability Laws).
7.2.1 Cardinal obligations refer to those obligations which the contract, in accordance with its meaning and purpose, shall grant the contractual partner in particular, or which must be fulfilled before the contract can be implemented properly, and which the contractual partner may, as a matter of routine, trust that they shall be met.
7.2.2 In case of an infringement of a cardinal obligation the liability for damages that have been caused by simple negligence and do not effect body, life or health shall be limited to foreseeable damages which occur typically with the provision of the kind of services subject to this Agreement.
7.2.3 All other liability for damages is excluded against us and against our subcontractors and vicarious agents.
7.2.4 Stiki is a team collaboration tool and serves the purpose of communication. Stiki is not meant to replace regular data archive sytems of our Clients. Please do archive and backup any uploaded content separately if it is important to you. We shall be liable for damages due to loss of data only to the extent that this damage would also be suffered in the case of regular and diligent data archive routines and backups by you.
7.3 To the extent that we offer you our services against a fee and are subject to a warranty claim, the applicable laws apply. We shall have the choice as to whether subsequent performance is rendered through repairs or replacement delivery. The time limitation for claims shall be 12 months except in the case of a damage claim. A damage claim due to a defect shall also be limited in time to 12 months, except if it results from intent or gross negligence or if it is a damage in life, body or health. These provisions do not apply to any claims under the Product Liability Act (ProdHG).
7.4 If we are not able to remove the defect or replace the Software with a defect-free Software we can chose to show you a work-around. This shall count as a replacement delivery or repair to the extent it is reasonable.
7.5 To the extent necessary a repair or replacement shall also include documentation and manuals.
7.6 Liability for defects which have not been caused by negligence and which have been there from the beginning (§ 536a Section 1 BGB, German Civil Code), shall be excluded.
7.7 You cannot reduce your monthly fee in the case of defects. Of course, if you paid under reservation of your rights and to the extent that you have a right to repayment of fees we will repay the fees.
7.8 You will indemnify us and our shareholders, vicious agents and employees as well as our subsidiaries in the sense of §§ 15 ff. AktG (German Stock Corporation Laws) of all justified third party claims that were (i) caused by your negligent or intentional acts or (ii) caused in relation to your use of our services whilst negligently or intentionally breaching these Terms and Conditions or applicable laws.
8.1 The Use Agreement and its components include all agreements between the parties and replace all previous oral and written agreements on the object of the Contract.
8.2 The Contract and all the legal transactions concluded as part of its execution are subject to German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (GISG). Court of jurisdiction for all legal disputes from this Contract is Berlin, Germany.
8.3 Should one or several provisions of these Terms and Conditions be invalid or void under applicable law, this shall not affect the validity of all other terms which shall remain effective.
8.4 These Terms and Conditions constitute the only set of terms applicable under this Agreement. There is no separate contract or order form at the time of the transaction. This Agreement is only provided in English language.