Terms & Conditions

Overview

This document includes the General Terms and Conditions (GTC), as well as the terms of an End User License Agreement (EULA) of the software Scaleidos, operated by MichaelSword GmbH.

Terms of Contract

This Agreement governs the terms and conditions of the agreement between the Customer and Scaleidos provided by MichaelSword GmbH, including access to and use of Scaleidos data in connection with the Services.
Acceptance of these Terms is automatic by opening an account and is considered a condition of using the Product and obtaining Services. These Terms apply to all visitors, users and other persons accessing or using the Service.

Terms of use
‍

Account creation

In order to use the full potential of our content management tool (hereinafter "Tool"), it is necessary to create a user account. When creating your account, you must agree to certain terms to ensure that the use of the Tool is smooth and secure.

Legitimate and lawful use

Our content management tool (hereinafter "Tool") is designed to help customers effectively organize and control their social media presence. We emphasize the importance of using the Tool exclusively in a legitimate and lawful manner. The following article informs users about the permitted use and clearly states that illegal activities are strictly prohibited.

Responsibility of the users

The user of the tool bears full responsibility for his own actions and activities. The user agrees to use the tool exclusively for legitimate and lawful purposes and to comply with applicable law, including copyright and privacy laws.

Prohibited activities

Spamming: Use of the Tool for spamming activities, including mass mailing of unsolicited messages, advertisements or other unsolicited content, is expressly prohibited.
Harassment: Any form of harassment, bullying or threats against individuals or groups through the Tool is strictly prohibited. We are committed to a positive and respectful online environment.
Copyright Infringement: Infringement of copyrights or intellectual property is not permitted. The Tool may not be used to distribute, copy, or otherwise use unlawfully protected content.

Legal consequences

We reserve the right to take appropriate action in the event of a violation of these Terms of Use, including suspending accounts, terminating access to the Tool, or forwarding relevant information to law enforcement authorities.

Report of abuse

We ask our users to immediately report any suspicious or unauthorized activity that is in conflict with the Terms of Use. If the user has knowledge of spamming, harassment or copyright infringement, he is encouraged to contact the support team.

Account Suspension

We reserve the right to suspend or terminate accounts if violations of the Terms of Use, legal requirements, or other abuses are found. We may do this if we have reasonable grounds to believe that your account is being used for illegal activities or if you repeatedly violate the Terms.

Use of the service
‍

Customer's Responsibility

The User/Costumer is responsible for complying with the terms of this Agreement and ensuring that all Users also do so as if they were Customer. The User/Costumer will comply with Twitter's Terms of Use, which are normally available at https://twitter.com/tos, and YouTube's Terms of Use, which are normally available at https://www.youtube.com/t/terms; and the User/Costumer has all necessary rights and authority with respect to Customer Data to make it available to Scaleidos for processing.

User protection

The customer shall refrain from: (a) knowingly disclosing or otherwise providing Scaleidos data to natural or legal persons if, in their reasonable judgment, this would not be compatible with the reasonable data privacy expectations of such individuals; (b) conducting investigations or analyses that isolate a small group or individual for unlawful or discriminatory purposes; (c) using Scaleidos data to perform targeted communications, segmentation, or profiling of individuals based on health status, negative financial status or position, political affiliation or beliefs, race or ethnic origin, philosophical or religious beliefs, sexual life or orientation, union membership, or data concerning alleged or actual criminal offenses or other special categories of personal data, to the extent prohibited by applicable law; or (d) disclosing or otherwise providing Scaleidos data to members of law enforcement agencies or other authorities or public bodies without prior written consent from Scaleidos and in accordance with applicable law.

Limitations

The customer shall refrain from: (a) selling, reselling, licensing, sublicensing, distributing, or otherwise providing the services (including the results and Scaleidos data) to third parties, except to its users for their internal use, unless expressly stated in an order; (b) attempting, to the extent not permissible under applicable law, to decompile, disassemble, reverse engineer, or otherwise convert any part of the services into a human-readable format; (c) using the services or Scaleidos data to violate applicable law, including data protection and information security regulations; or (d) intentionally disrupting or interrupting the provision of the services, including spamming, hacking, and violations of the API rate limits.

Password protection

Each party shall take reasonable efforts to ensure that any user IDs and passwords required for users to access and use the services are securely stored and treated as confidential. To the extent permitted under applicable law, each party shall promptly notify the other party upon becoming aware or suspecting that the security of a user ID or password may be compromised.

Personal use

Your user account is personal and non-transferable. You may not allow third parties to use your account or access your login credentials unless you have expressly obtained written permission from us.

Currency of information

You are responsible for ensuring that the information provided during account creation and in your profile is accurate, current, and complete. You should promptly inform us of any changes to your information to ensure the accuracy and effectiveness of our communication with you.

Deletion of Scaleidos data

A licensor or applicable law may require the deletion of personal data contained within Scaleidos data. In such cases, Scaleidos will inform the customer about the specific Scaleidos data that require deletion, and the customer shall promptly delete such data from their systems, which may occur during or after the term of the agreement.

Notification of unauthorized use

In the event of unauthorized use of your account or a security breach, you are obligated to promptly notify us. This will enable us to take appropriate measures to protect your account and minimize potential risks.

Summary

The creation and management of user accounts are conducted in accordance with the established terms to ensure secure and smooth operation of the tool. As a user, you are responsible for treating your login credentials as confidential and notifying us of any unauthorized use or security breaches. We reserve the right to suspend or terminate accounts in case of violations of the terms of use.
‍

Limitation of liability

We shall not be liable for indirect, incidental, special, or consequential damages, including but not limited to lost profits, data, use, business value, or other intangible losses. These damages may arise from (i) your access to or use of our service, or inability to access or use it; (ii) the conduct or content of third parties within our service; (iii) any content obtained through our service; and (iv) unauthorized access, use, or alteration of your transmissions or content. This limitation of liability applies whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose.
‍

Links to other websites

Our service may contain links to third-party websites or services that are not owned or controlled by us. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that we shall not be directly or indirectly liable for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services. We strongly advise you to read the terms and privacy policies of any third-party websites or services that you visit.
‍

Warranty

The software is provided to the user "as is" without warranty of any kind. We make no express or implied warranties regarding the software, including but not limited to warranties of merchant-ability, fitness for a particular purpose, or non-infringement of third-party rights. The user acknowledges and agrees that the use of the software is at their own risk, and they are solely responsible for the use of the software. We shall not be liable for any damages or losses arising from the use of the software. The user should exercise reasonable caution and use the software in accordance with their individual requirements and circumstances.
‍

Intellectual Property and Reverse Engineering
‍

Intellectual Property

The Scaleidos software is protected by copyright. All rights to the Scaleidos software created and operated by MichaelSword GmbH are exclusively owned by MichaelSword GmbH. Contractual items, documents, proposals, test programs, etc., provided to the customer by MichaelSword GmbH before or after the conclusion of the contract are considered intellectual property and trade secrets of MichaelSword GmbH. They are to be treated as confidential and used only for the specified purposes.
‍

Prohibition of Reverse Engineering

The user expressly agrees that they are not authorized to analyze, modify, reproduce, or create derivative works of the software or any parts thereof through reverse engineering, decompilation, disassembly, or any other means. Any unauthorized reverse engineering of the software constitutes a violation of this agreement and may result in legal consequences.
‍

Prohibition of Decompilation

The user expressly agrees that they are not authorized to decompile the software in whole or in part or in any other way extract the source code. Any unauthorized decompilation of the software constitutes a violation of this agreement and may result in legal consequences.
‍

Resale

The user acknowledges and agrees that the resale of the software without prior written consent from our company is expressly prohibited. The user shall not sell, rent, lease, or otherwise transfer the software unless they have obtained express written permission. Any unauthorized resale of the software constitutes a violation of this agreement and may result in legal consequences.
‍

Payment Terms
‍

Fees

The customer shall pay the provider the fees for the services and any resold services as stated in an order. The fees for the services are exclusive of any applicable taxes, levies, charges, or similar governmental assessments, including sales tax, value-added tax, withholding tax, and sales taxes. The customer shall provide the provider with the necessary information for invoicing.
‍

Payment Terms

Payment for our services is generally required in advance. The customer has the option to pay either annually or monthly in advance. By default, payment is made by credit card, which will be automatically charged to ensure seamless and continuous use of our software. With our approval, payment can also be made via invoice. In such cases, an invoice will be issued with a payment term of 10 days. It is important to note that the invoice can only be used as a payment method with our explicit consent. For contract renewals or extensions, the payment terms in advance still apply unless otherwise agreed upon in writing. We reserve the right to take appropriate measures, including suspension or termination of services, in case of late payment. Any collection costs incurred will be borne by the customer.
‍

Price Adjustments

We reserve the right to change the subscription fees for our subscriptions at our discretion and at any time. Such changes will take effect at the end of the current billing cycle or on a date defined by us. We will notify you in advance of any changes to the subscription fees, giving you the opportunity to cancel your subscription before such changes take effect. By continuing to use our service after the changes to the subscription fees have come into effect, you agree to the price adjustment.
‍

Refunds

Generally, no refunds are provided for our services as we continuously work on improving and developing our software. However, in exceptional cases and upon review by our team, refunds may be considered in certain situations. Please submit a written request detailing the reasons for the refund. Please note that the decision on a refund is made on a case-by-case basis and is at our sole discretion. Refunds, if granted, are usually issued through the original payment method.
‍

Term and Termination
‍

Term

The term of our services begins once the customer accepts the terms and selects an appropriate plan. We offer the customer flexibility in choosing the term based on their needs. They can choose between an annual and a monthly term. If the customer opts for an annual term, their subscription will be active for a full year, while with a monthly term, the subscription will renew every month. The term starts from the moment of selection and the beginning of the payment cycle.
‍

Adjustment of Term

The term can be adjusted in consultation and at our discretion to accommodate the specific needs of the customer. We maintain close communication with our customers and are open to discussions regarding possible adjustments to the term, if necessary.
‍

Termination

Termination of our services can be done in writing, either by email, mail, or through the appropriate function within our software. The customer has the option to cancel the subscription at any time. For an annual term, the termination can occur at the end of the current term. For a monthly term, termination can occur at the end of the current month with a 60-day advance notice. We recommend that customers initiate the cancellation well in advance of the termination notice period to ensure a smooth process.
‍

Final Provisions

This Master Subscription Agreement and its Annexes conclusively govern the relations between the Parties with respect to the subject matter of the Agreement and supersede all pre-contractual negotiations and correspondence.
‍

Amendment of the Master Subscription Agreement

We reserve the right to modify or replace these terms at any time at our discretion. If a change is significant, we will make reasonable efforts to announce it at least 30 days before the new terms take effect. What constitutes a significant change will be determined at our sole discretion. By continuing to access or use our service after the changes become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please discontinue the use of the service.
‍

Jurisdiction

Each party agrees that the applicable law and jurisdiction shall be determined based on the registered office of Michaelsword GmbH. Furthermore, the parties agree that the language of proceedings in any legal action shall be German or English.
‍

Severability Clause

If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions of the agreement shall remain unaffected.
‍

Third-Party Rights

Except as otherwise provided in Articles 9.1 and 9.2, this agreement does not create or transfer any rights to third parties, even if the concerned party has relied on the provision or expressed its consent to the provision.
‍

Questions

For questions or clarifications, please contact us at:
legal@scaleidos.com