Multiangular UG (Haftungsbeschränkt)
1. Scope of Application and General Provisions Multiangular UG (Haftungabeschränkt), Urbanstraße 713, 10967 Berlin, is the provider of and the user of Cake's cross-platform service for hosting and facilitating online meetings, collaboration and virtual events. (the "Software") ("Cake"). The services provided by Cake on its website (the "Services") are intended for both consumers (Verbraucher) and businesspeople (Unternehmer) in accordance with Sections 13 and 14 of the German Civil Code (the respective customer the "Customer", together with Cake the "Parties"). Paid Plans are only made available to businesses or people who can legally be considered entrepreneurs (Unternehmer). Deviations from these ToU will only be regarded as accepted if they have received Cake's express written approval. In example, the simple absence of a Cake objection to any general terms and conditions of the Customer does not constitute an acceptance of those terms and conditions. This also holds true if Cake renders Services unconditionally while being aware of the Customer's opposing terms and conditions or terms and conditions that differ from these ToU.
2. Conclusion of Contract
3. Scope of services
The "Contract Purpose" of the Software is to conduct online meetings using a cross-platform application. For the subscription to the Service, Cake may provide free or trial plans (each a "Free Plan") and paid plans (each a "Paid Plan"). Based on the particular Free Plan or Paid Plan as specified on the Pricing Page and chosen by the Customer, the individually agreed-to Service Scope of the Contract between the Customer and Cake shall be determined (such selected plan the "Plan"). The word "Software" solely refers to those components of the software that are covered by the contractually agreed scope of services. The Service due by Cake in accordance with the contractually agreed scope of Service shall hereinafter be referred to as "Contractual Services." Cake maintains the right, in its sole discretion, to exclude particular features from the Free Plans. The Customer may specify a "User Limit"—the maximum number of concurrent users permitted to sign up for the space—after the signup procedure is complete. Any quantity of users may join the space for free on a Free Plan. On a Paid Plan, the Customer's selected User Limit determines the plan's overall cost in accordance with the Pricing Page. The Customer may change to a more extensive Paid Plan or upgrade from a Free Plan at any time; in this event, the specifics pertaining to the service scope, compensation, etc. of the new Plan as specified on the Pricing Page shall apply as of the time of the switch. Only with Cake's approval or if the notification time outlined in these ToU or on the Pricing Page is adhered to is a change to a less expensive Plan permitted. The User Limit may be decreased or increased at any time by the Customer. The length or cancellability of the customer's plan are unaffected by lowering or raising the User Limit. In the event of an increase, the price for each increment is subject to the terms of the relevant Pricing Page and is determined pro rata, taking the payment period of the customer's plan into account. If there is a decline, the Customer's remuneration under his Plan will be proportionately reduced starting with the Plan's subsequent billing period. Cake maintains the right, in its sole discretion, to remove particular functionality from the Software. For the Customer, Cake will, in its sole discretion, establish the extent of the Services. The Customer does not have a right to the Services' unique design or the retention of particular features.
Cake intends to make use of cutting-edge technology, and shall be permitted to carry out or introduce updates, new versions, or upgrades of the Software on a regular basis in order to adapt it to new technical or commercial requirements, to implement new features, or to modify existing features in order to enhance the Software.
5. Customer Use of the Software
5.1 - The Software is accessed by a stand-alone application or a browser via telecommunications. Only the Customer and the Contract Purpose may use the Customer's access to the Software. The Customer agrees to adopt the necessary security measures to prevent unauthorized users from using his access to the Software. Use of a safe password is one of these security procedures.
5.2 - The Customer is limited to adding data, text, images, and other content to the software.
5.2.1 that are compliant with applicable legislation,
5.2.2 that do not violate the rights of third parties, and
5.2.3 that the customer is lawfully permitted to enter without any restrictions. The Customer agrees that Cake may process any media material generated by the Customer's use of the Software for the purposes of this Contract, including storing and making retrievable any content that is stored. If Cake has a good faith belief that the content was not entered into the Software in accordance with the terms of these ToU, Cake is authorized to delete the content that the Customer has uploaded.
5.3 - The Software's content is only permitted to be used in accordance with the terms of this Contract.
5.4 - The Customer agrees not to upload, transmit, support, incite, promote or otherwise make available any content that is or could reasonably be viewed as unlawful, racist, hostile, violent, discriminatory (including relating to race, religion, sex, sexual orientation, age, disability, ancestry or national origin), harmful, harassing, defamatory, vulgar, obscene or otherwise objectionable or which contains software viruses or any other computer code, files or programs designed to interrupt, monitor destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
The Customer indemnifies and holds Cake harmless from all claims by third parties (in particular from claims arising out of breach of copyright, competition, trademark or data protection law) that are asserted against Cake in connection with the Customer’s use of the Software insofar as such claims do not result from wilful or negligent behaviour of Cake or its legal representatives or agents (gesetzliche Vertreter oder Erfüllungsgehilfen). This indemnity obligation includes paying back reasonable expenses that Cake incurred when enforcing or defending its legal rights in this situation.
7. Compensation and Terms of Payment
The pricing page located at www.Cake.me/pricing will serve as the basis for the payment terms and remuneration for the Customer's use of the software. The Contract is governed by the current version of the Pricing Page at the time the Contract is concluded or the switch to a more comprehensive Paid Plan or the upgrade from a Free Plan to a Paid Plan is performed (in the applicable version the "Pricing Page"). All fees and prices indicated by Cake are net prices without VAT. The payment period depends on the Paid Plan chosen by the Customer and as set out on the Pricing Page. If the Pricing Page does not contain any provisions on the payment period, the compensation is to be paid monthly in advance upon receipt of the respective invoice issued by Cake. Invoices are sent by Cake or Cake’s official re-sellers to the Customer via email. The available payment options are detailed on the Pricing Page. If the Pricing Page does not contain any provisions on the payment options, payments can be made via credit card.
Cake works with the following third-party companies who act as official Cake re-sellers: Paddle.com Market Limited (Judd House, 18-29 Mora Street, London, EC1V 8BT, United Kingdom), Paddle Payments Limited (Limerick House, Limerick Lane, Newbridge, Kildare, Ireland), Paddle.com Inc (3811 Ditmars Blvd, 1071, Astoria, NY 11105-1803).
The no-fault based liability pursuant to Section 536a (1) German Civil Code for defects in the Software existing at the time of contracting shall be excluded. Cake is liable for damages if arising from (i) willful misconduct or gross negligence of Cake or its legal representatives or agents (gesetzliche Vertreter oder Erfüllungsgehilfen), (ii) negligent violation of a material contractual duty (Kardinalpflichten) by Cake or its legal representatives or agents, however, limited to typical damages which are foreseeable at the time of the conclusion of the Contract or (iii) negligence of Cake or its legal representatives or agents in a way causing injury to life, body or health, or (iv) any compulsory statutory liability of Cake or its legal representatives or agents. Material contractual duties (Kardinalpflichten) are duties the fulfilment of which is a prerequisite for proper execution of the Contract or the breach of which endangers attainment of the Contract Purpose and the observance of which the Customer must regularly rely on. Any contributory negligence (Mitverschulden) on the part of the Customer shall be taken into account. In particular, Cake shall only be liable for the recovery of data if the Customer has taken all necessary and reasonable data backup precautions and ensured that the data can be recovered at reasonable cost from data material kept in machine-readable form. This liability arrangement is conclusive. It shall apply with respect to all damage compensation claims, irrespective of their legal ground, particularly also with respect to pre-contractual claims or collateral contractual claims. This liability arrangement shall also apply in favor of legal representatives and agents of Cake if claims are asserted directly against them. The Customer is obliged to immediately notify any damage pursuant to the above liability provisions to Cake in text form or to have such damage documented by Cake, so that Cake is informed as early as possible and can possibly still mitigate the damage together with the Customer.
9. Limitation of Claims
Claims of the Customer become time-barred, except in the event of intention or gross negligence, within one year from beginning of the limitation period. This shall not apply if the damage in question incurred by the Customer consists in personal injury. Claims for personal injury become statute-barred within the statutory limitation period. Any rescission of contract or reduction of payments shall be invalid if the claim to performance or subsequent performance of the Customer has become time-barred.
10. Copyright and License
The Software is protected by copyright. Cake is the holder of the intellectual and commercial property rights with regard to the Software. The Customer shall have the non-transferrable, non-exclusive right, temporally restricted to the term of the Contract, to use the Services via the Internet for the Contract Purpose. The Customer shall not obtain any rights beyond this. In particular, the Customer is not entitled to make the Software accessible to third parties or to use it in any other way outside the Contract Purpose. In particular, the Customer has to refrain from copying, decompiling, reverse engineering or editing the Software beyond the Contract Purpose.
The Customer agrees that Cake may freely use, exploit and further develop any feedback provided by the Customer.
12. Term and Termination
The term of the Contract and terminability shall be governed by the provisions of the Pricing Page on the Plan chosen by the Customer. If the Pricing Page does not contain any information on the term or terminability of a Paid Plan, such Plan shall run for one month and may be terminated by either party with effect as of the end of the month. If the Paid Plan is not terminated, it is automatically renewed for one further month; for such renewed period, the provisions of the Pricing Page applicable to the Customer before renewal continue to apply. Cake advises the Customer that they themselves are responsible for the timely backup of their data before termination of the Contract. For technical reasons, Cake cannot generally guarantee that the Customer will be able to access their data files after termination of the Contract. The Parties’ statutory right to extraordinary termination remains unaffected. An important reason is present for the other contracting party in particular if: one of the Parties seriously breaches its obligations under the Contract and the other Party can no longer reasonably be expected to abide by the Contract; the Customer is more than two (2) months in arrears with the payment of due fees or other remuneration, even after the expiry of a reasonable period set by Cake to remedy the situation; insolvency proceedings are applied for, instituted or dismissed in respect of all or part of the assets of a Party; one of the Parties has a reason for insolvency within the meaning of Sections 17-19 Insolvency Statute (Insolvenzordnung, “InsO”); or the financial circumstances of a Party deteriorate to such an extent that proper performance of the Contract can no longer be expected, even if there is no reason for insolvency within the meaning of Sections 17-19 InsO. Each termination must be made by declaration in text form.
The Parties undertake to maintain temporally unlimited secrecy regarding all information and documents of the Parties labelled as confidential or to be considered confidential based on the circumstances. The following applies to such Customers that are entrepreneurs: The Customer consents for Cake to disclose the collaboration between Cake and the Customer for marketing purposes and in this connection also use the organization logo of the Customer. The Customer may revoke this consent pursuant to this Section 12.2 at any time by declaration in text form (e.g. via e-mail to info@Cake.me
14. Data Protection
Cake treats the Customer's personal data in accordance with data protection standards and specifications. Cake only acts as data processor within the meaning of Art. 28 GDPR vis-à-vis such Users that feed personal data (personenbezogene Daten) of their customers into the Software. The User is obliged to notify Cake beforehand of its intent to feed personal data of their customers into the Software; in this case, the Parties are obliged to conclude a separate data processing agreement. Within the applicable law (in particular, but not limited to, antitrust/competition law), Cake is entitled to use data fed into the Software by the Customer in anonymised or aggregated form. Cake shall be entitled to do so in particular in order to improve existing functions of the Software or to provide new functions of the Software.
15. Final Provisions
If the Customer qualifies as businesses (Unternehmer) pursuant to Section 14 German Civil Code: Should individual provisions of the Contract of use or other contractual documents be or become invalid or unenforceable in whole or in part or should they not contain a necessary provision, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision or to fill the loophole, the legally admissible provision shall be deemed to have been agreed retroactively which corresponds as closely as possible to what the Parties would have wished or would have been agreed in spirit and purpose by the Parties if they had considered the invalidity or unenforceability of the provision in question or the loophole. If these ToU refer to a written form or notification, the sending of an e-mail shall also suffice respectively. The Contract and the other contract documents are subject to the law of the Federal Republic of Germany to the exclusion of the German conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods. Statutory provisions on the restriction of choice of law and the applicability of mandatory law in particular of the place where a Customer which legally qualifies as consumer (Verbraucher) pursuant to Section 13 German Civil Code has its habitual residence (gewöhnlicher Aufenthalt) remain unaffected. If the Customer qualifies as merchant (Kaufmann), legal entity under public law (juristische Person des öffentlichen Rechts) or separate fund under public law (öffentlich-rechtliches Sondervermögen), for all disputes arising from or in connection with the Contract or the ToU, including their validity, the District Court of Hamburg (Landgericht Hamburg) shall have exclusive jurisdiction to the extent permitted by law.