§ 1 INTRODUCTION
Corporate News Deutschland / Corporate News Germany is a service offered by Capital Lounge GmbH, based in Emil-Riedel-Str. 21, 80538 Munich, Germany. Capital Lounge GmbH is registered in the commercial register of the local court of Munich under the number HRB 225151. The value-added tax number of Capital Lounge GmbH is DE306332475.
§ 2 SERVICES
The scope of services to be performed by Capital Lounge GmbH and the client’s obligation to cooperate are detailed in the respective product and service specifications. These specifications shall be contained in an agreement made in writing or lodged online for orders. Capital Lounge GmbH shall be entitled to revise and modify the service specifications after notifying the client in writing or in electronic form, provided that – and taking into account Capital Lounge GmbH’s interests – such revision and modification is just and reasonable for the client and provided that the essential subject of the respective service is not cancelled and made void. Any revision and modification shall be deemed accepted by the client should the client fail to object to any such revision and modification with a statement made in writing or in electronic form and posted within a period of one month. Capital Lounge GmbH shall inform the client of aforesaid consequence again when notifying the revision.
The present General Terms & Conditions shall apply to the exclusion of the client’s General Terms & Conditions for the entire duration of business relations between the contracting parties.
Capital Lounge GmbH is entitled to revise or modify the present General Terms & Conditions and it shall send the respective revised or modified version of the General Terms & Conditions to the client by mail, fax, or email. The revision or modification shall be deemed accepted should the client fail to object to such revision or modifications within a period of six weeks upon receipt.
§ 3 ADMISSIBLE CONTECT
The client shall be solely responsible for content and form of the transmitted information. The client shall be responsible for ensuring that the transmitted information is not unlawful and that it complies with all applicable laws, stock exchange regulations, and market customs and usuances. The client shall supply in due time all documents and data – according to Capital Lounge GmbH’s specifications – required by Capital Lounge GmbH for providing the services as specified in the product and service specifications.
The client shall defend, indemnify and hold Capital Lounge GmbH harmless from any and all claims, damage and expenses which may incur from a failure to comply with the regulations from incorrect, incomplete, or in other ways misleading or otherwise illegal content. The same applies in case of claims from third parties as a result of the client’s content, which can be accessed via a link on the Internet platform. The indemnity obligations include, without any limitation, the expenses for reasonable and adequate attorneys’ fees.
Within the framework of Corporate News Germany services, the client shall publish only facts relating to the client as described in Capital Lounge GmbH’s respective service specifications.
Transmission of announcements for other purposes shall not be permitted. This regulation shall apply respectively for transmitting any other notification requirements.
§ 4 INTELLECTUAL PROPERTY AND RIGHTS OF USE
In cases of clients handing over copyrighted, trademark-protected material and works to Capital Lounge GmbH within the framework of a contract the client grants Capital Lounge GmbH the simple, non-exclusive usage rights, free of charge and unrestricted for the duration and the scope of the respective contract. The client insures that no rights of any third party, in particular no intellectual property rights, conflict with the agreed use and disposal of the client’s material, data and documents.
The client grants Capital Lounge GmbH the simple and transferable right to use and dispose of all information the client transmits to Capital Lounge GmbH worldwide without restrictions or limitations and for an unlimited period of time, at Capital Lounge GmbH’s discretion, including, without limitation, the right to copy, distribute, display and reproduce in public, store, and edit or modify the information without altering its content. Capital Lounge GmbH may grant to third parties the right to use and dispose of such information the same way Capital Lounge GmbH may use and dispose of it including the right to grant the same simple usage and exploitation rights to third parties (sub-license).
The client shall defend, indemnify, and hold Capital Lounge GmbH harmless from all claims, damages, and expenses claimed by any third party on grounds of any infringement of intellectual property rights or other industrial property rights resulting from the agreed use of the clients’ information. §2 Clause 1 shall apply correspondingly.
§ 5 E-MAILINGS TO CLIENTS’ DISTIBUTION LISTS
In case the distribution of information takes place to e-mailing lists that have been provided by the client, Capital Lounge GmbH does not vouch for the legitimacy of the transmission. The consent of each recipient might be required and obtained by the client. The client has to hold harmless Capital Lounge GmbH from potential claims – including the costs for an adequate lega defense against such claims – and compensate Capital Lounge GmbH for any damages.
§ 6 REMUNERATION
Capital Lounge GmbH shall be remunerated in accordance with the respective effective price lists or according to the respective effective product and service specifications. Invoices regarding usage-dependent remuneration and set-up fees are due upon receipt without any discount. In the case of am invoice address that differs from the client’s address, the client is liable towards Capital Lounge GmbH for the timely and / or complete payment by the recipient of the invoice.
§ 7 ACCESS PROTECTION
Pre-requisite for the usage of Capital Lounge GmbH’s services is the combination of username and password (“Authentication”). The client is obliged to protect his Authentication against unauthorised usage and knowledge.
The client shall be liable to Capital Lounge GmbH for any and all loss or damage resulting from any unauthorised use of the login details unless such loss or damage is the result of negligence of the duty of care incumbent solely on Capital Lounge GmbH.
§ 8 CONFIDENTIALITY / PRIVACY
Capital Lounge GmbH shall take all reasonable technical, personnel and organisational measures to protect any confidential information prior to release from third party access.
Capital Lounge GmbH undertakes to maintain secrecy regarding the confidential information received in the context of the contractual relationship, unless Capital Lounge GmbH is required by law or official decree to disclose such information. Capital Lounge GmbH shall disclose such information to sub-licensors and their staff only to such extent as is required for fulfilling Capital Lounge GmbH’s contractual obligations.
§ 9 AVAILABILITY / FORCE MAJEURE
Capital Lounge GmbH shall strive to make the online user platform (“Corporate News Germany”) including related services, databases and servers – as much as technically feasible – available at all times. However, for technical reasons there is no right for an at-all-times availability of Capital Lounge GmbH’s services, databases and servers.
In a case of force majeure, for example, war, unrest or any other similar events beyond Capital Lounge GmbH’s responsibility such as fire, riots, lock-out, breakdown of telephone communication systems, interference of Capital Lounge GmbH’s technical systems or vicarious agents resulting from a computer virus, Capital Lounge GmbH shall be exempt from their obligation to perform for the duration of the event of force majeure and for a subsequent reasonable period of time for starting up business again. Capital Lounge GmbH undertakes to notify the client in the event that the availability of its services was disrupted on a trading day for a period of more than 24 hours.
§ 10 LIABILITY
Capital Lounge GmbH shall assume liability only for deliberate acts and gross negligence. All liability for each individual event of loss or damage and for all events of loss or damage from, or in connection with the contractual relationship in the course of one calendar year shall be limited to the total amount of remunerations payable by the client in the respective calendar year. The liability limitations mentioned in the aforementioned sentences shall not apply in cases of injury to life, body and health of the client or in cases of breach of cardinal obligations, i.e. duties arising from the nature of the contract in which their violation would endanger the achievement of the purpose of the contract. In this regard Capital Lounge GmbH shall bear liability for all degrees of negligence.
Where damages are concerned which do not result from injury to a client life, body and health, Capital Lounge GmbH only assumes liability for typically occurring damage. The preceding provisions shall not include any change of the burden of proof to the disadvantage of the client. Capital Lounge GmbH shall assume no liability whatsoever for correct reproduction and display of the contents by any third party on their websites.
§ 11 FINAL PROVISIONS
The Capital Lounge GmbH shall be entitled to assign any of its contractual rights and duties to third parties without obtaining the consent of the client.
The solely applicable law shall be the law of the Federal Republic of Germany. Place of performance and sole place of jurisdiction shall be the respective headquarters of Capital Lounge GmbH (Munich).
Should one or more provisions of this agreement be or become invalid or unenforceable the remaining provisions shall remain unaffected.