General Terms and Conditions and Terms of Use of Layer Software GmbH

Status: 19 June 2020

1. Scope

1.1 These are the General Terms and Conditions and Terms of Use (hereinafter referred to as "GTC") of Layer Software GmbH, registered with the commercial register B of the local court of Charlottenburg under HRB 205485 B, Straßburger Straße 9F, 10405 Berlin (hereinafter referred to as "Layer"). They regulate the business relationship between Layer and companies that register for and use the platform operated by Layer (see below, Section 2.1, hereinafter "Platform") (registered users hereinafter referred to as "Subscribers").

1.2 Layer provides its services exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

1.3 Deviating, conflicting or supplementary general terms and conditions of Subscribers shall only become part of the agreement if Layer has expressly agreed to their validity in text form. This consent requirement shall also apply if Layer begins with the performance of services while being aware of the general terms and conditions of a Subscriber.

2. Object of the Agreement

2.1 Layer operates a virtual platform that enables Subscribers to share Excel & Google Sheet files as far as cell level with employees and other persons, and to request and consolidate data and changes via these files. For this purpose, Subscribers can upload tables and grant employees and other persons access to the files for the purpose of joint processing. The platform is an internet application. Subscribers do not download the software on which the platform is based but use this software only within the scope of using the platform.

2.2 Layer only provides the information technology functions of the platform. The provision of the internet access required for the use of the platform is not part of Layer's services.

2.3 Layer endeavours to enable a maximum of availability of the platform within its scope of influence but does not guarantee a certain availability. The availability of the platform may be limited or impossible, especially during maintenance and repair work.

2.4 Layer reserves the right to further develop the platform and change the services (e.g. by using newer or different technologies, systems, procedures or standards). Layer will inform the Subscriber about essential changes of services and the time of their implementation (hereinafter referred to as "Amendment Date") at least one month before the Amendment Date. If the Subscriber suffers significant disadvantages as a result of the further development or amendment of services, he/she is entitled to terminate the agreement of use with effect from the Amendment Date. The termination can only be declared to Layer in text form within two weeks after receipt of the notification of amendment by the Subscriber.

3. General Requirements for Using the Platform

3.1 To use the platform, an internet-compatible device and an active internet connection are required. Access to the Platform and use of the services offered on the Platform is only possible via an internet browser.

3.2 The Subscriber can only use the services offered on the Platform if he registers for this purpose and concludes a user agreement including a data processing agreement with Layer (see Section 4).

4. Registration, Conclusion of Agreement, User Account

4.1 The registration of the Subscriber is carried out using the form provided for this purpose on the website www.golayer.io. There is no entitlement to registration or conclusion of a user agreement. If the Subscriber is a legal entity, the registration must be carried out by an authorized representative of the Subscriber authorized to conclude the user agreement, who will also manage the user account from a technical point of view (hereinafter referred to as "Master User"). With the registration the Master User confirms that he is sufficiently authorized.

4.2 The Subscriber chooses a personal access password with which he/she can log into his/her user account after successful registration (access password and the Subscriber's e-mail address provided during registration hereinafter together referred to as "Access Data"). By clicking the "[Send]" button contained in the registration form, the Subscriber submits to Layer a binding offer for the conclusion of a user agreement including a data processing agreement in accordance with these GTC. After sending the registration form the Subscriber will receive a confirmation of receipt from Layer. This e-mail does not yet represent a declaration of acceptance on the part of Layer. Only with the activation of the user account by Layer a user agreement and a data processing agreement with Layer shall be concluded.

4.3 Insofar as the Subscriber enters personal data on the platform, the Subscriber is the controller within the meaning of Art. 4 para. 7 GDPR and Layer is the processor within the meaning of Art. 4 para. 8 GDPR. The data processing agreement, the conclusion of which is a condition for use of the platform pursuant to Section 3.2, is intended to specify the rights and obligations of the parties with regard to the processing of personal data. The terms and conditions of the data processing agreement concluded in accordance with Section 4.2 can be viewed on the website www.golayer.io.

4.4 The Subscriber must provide correct information during registration and ensure that the data stored in the user account is always up to date. In the event of changes or incorrect information, the Subscriber must update or correct the data without delay and without being requested to do so. If it is not possible to update or correct the information in the user account, the Subscriber must send the updated or corrected information immediately and without being requested to do so by e-mail to support@golayer.io.

4.5 The Subscriber may authorise one or more persons to use the user account by means of an invitation via the message and communication function of the Platform (hereinafter referred to as "Authorised Person" or "Authorised Persons"). The Subscriber shall provide Layer with the e-mail addresses of the Authorised Persons.

4.6 User accounts are individualized and may only be used by the Subscriber and Authorized Persons. It is not allowed to pass on Access Data or otherwise permit or enable the use of the user account by third parties. Subscribers and Authorized Persons are obliged to keep the Access Data secret, to store it securely and to protect it from unauthorized access by third parties. The Subscriber is also obliged to instruct the Authorized Persons accordingly, in particular if he allows them to use the Platform on their own devices. The Subscriber is obliged to inform Layer immediately if there is any suspicion of misuse. As soon as Layer becomes aware of an unauthorized use, Layer will block the access of the affected Subscriber. Layer also reserves the right to change a Subscriber's Access Data for security reasons; in such a case Layer will also inform the Subscriber immediately.

5 Subscriber’s Obligations

5.1 The Subscriber is solely responsible for the content placed on the Platform by him or by Authorized Persons and transmitted via the message and communication function of the Platform.

5.2 The Subscriber and the Authorized Persons may not post any content on the Platform or transmit any content via the message and communication function of the Platform that violates statutory provisions, official orders or morality.

5.3 The Subscriber and Authorized Persons are also not allowed to post content on the Platform or to transmit content via the message and communication function of the Platform that infringes the rights of third parties, in particular copyrights and/or industrial property rights as well as competition law claims (such as for the non-disclosure of business secrets).

5.4 The Subscriber shall indemnify Layer from all claims asserted by third parties against Layer due to the violation of their rights or due to legal violations resulting from the contents posted to the Platform by the Subscriber or Authorized Persons or transmitted via the message and communication function of the Platform. In this respect, the Subscriber shall also bear the necessary costs of Layer's legal defense, including court and attorney's fees. The indemnification obligation shall not apply if the Subscriber is not responsible for the infringement.

5.5 The Subscriber and the Authorized Persons must refrain from all measures that could endanger or disrupt the functioning or operation of the Platform. In particular, they shall refrain from:

(a) using automated software mechanisms (such as robots, crawlers, spiders, scrapers) in connection with the Platform;

(b) using message and communication functions of the Platform for purposes other than those for which the Platform is intended; in particular, they shall not use them to send advertising e-mails, so-called viruses, so-called worms or so-called trojans;

(c) providing false, incomplete or misleading information or pursuing fraudulent intentions;

(d) using any technical or conceptual errors of the Platform to circumvent access blocks, legal prohibitions and/or to harm third parties;

(e) disseminating offensive, indecent, sexually oriented, obscene or defamatory content;

(f) disseminating content which is suitable for promoting or supporting racism, fanaticism, hatred, violence or illegal actions - in each case implicitly or explicitly;

(g) harassing other Subscribers or Authorized Persons, e.g. by making multiple personal contacts with no or no apparent will of the person concerned, unless it can be proven that they have legitimate interests of their own;

(h) publicly distributing or reproducing any content available on the Platform that has not been posted by the Subscriber or Authorized Persons themselves, unless this has been expressly permitted by Layer or the respective rights holder or has been expressly made available as functionality on the Platform;

(i) taking any other actions that could impair the smooth operation of the Platform.

5.6 The Subscriber undertakes to compensate Layer for all damages resulting from the culpable non-compliance with the aforementioned obligations.

6 Blocking and Deletion of User Accounts

6.1 Layer is entitled to temporarily or permanently block the user account of a Subscriber at its reasonable discretion,

(a) if the Subscriber provides incorrect information during registration and does not correct this information immediately despite Layer's request;

(b) in case of abusive, unauthorized or fraudulent use of the user account, or if such use is to be expected based on specific evidence;

(c) if the Subscriber or an Authorized Person places content on the Platform or transmits content via the message and communication function of the Platform that is punishable under applicable laws or serves as preparation for punishable acts;

(d) if the Subscriber or an Authorized Person violates any of the obligations under these GTC and does not remedy the violation within a reasonable period of time despite a warning;

(e) if the Subscriber has allowed or otherwise intentionally enabled an unauthorized third party to use the user account or the Access Data; or

(f) if other circumstances exist which would entitle Layer to terminate the agreement for good cause.

6.2 When deciding on measures pursuant to Section 6.1, Layer shall take due account of the legitimate interests of the Subscriber concerned.

7 IP Rights, Granting of Rights of Use and Processing

7.1 The homepage layout, the graphics and images used, the collection of contents as well as individual contents including the system presentation texts of Layer (hereinafter collectively referred to as "Protected Contents") may be subject to IP rights and/or copyrights and other rights of Layer or the respective author/producer or other holder of rights. Unless otherwise expressly agreed in text form or regulated by law, the Subscriber is not permitted to reproduce or use these Protected Contents in other electronic or printed publications.

7.2 The Subscriber is not permitted to modify, adapt, translate, decompile, disassemble or derive the Platform, to carry out reverse engineering or otherwise attempt to derive the source code of the Platform or the software on which it is based. The legal regulations on permitted use (e.g. reproduction for private and other personal use within the meaning of the German Copyright Act) remain unaffected.

7.3 The Subscriber shall receive a non-exclusive, non-transferable and non-sublicensable right to use the Platform in accordance with these GTC, limited in time to the duration of the existence of the user agreement.

7.4 Insofar as Subscribers or Authorized Persons place content on the platform for the purpose of processing, the ownership rights, IP rights and copyrights remain with the Subscriber. The Subscriber guarantees Layer that he/she also has the rights to such content posted by Authorized Persons. The Subscriber hereby grants Layer a simple right of use free of charge, unlimited in time and place, for all content posted by him or by Authorized Persons. The transfer of rights includes in particular the right to reproduce, store and edit as well as the right to display, broadcast and distribute the content via the Platform. The rights granted to Layer by the Subscriber under this license are limited to the purpose of operating the Platform and providing the services associated with it.

7.5 Furthermore, Layer is entitled to collect, analyze, link to other data and to use information and data about the use of the Platform, the posted contents and their use in aggregated and anonymous form for the creation of statistics, studies and presentations, for the purpose of improving Layer's services and for marketing purposes, as well as to commercially exploit them. This also applies beyond the termination of the agreement. The information is used exclusively anonymously or in aggregated form, without its origin being attributable to individual Subscribers. The Subscriber has no rights whatsoever to the aggregated data and results. For the processing of personal data, the data processing agreement in accordance with Section 4 and, in addition, the legal provisions on data protection shall apply.

8 Data Security, Data Protection

8.1 Layer's servers are secured according to the state of the art, in particular by firewalls. However, the Subscriber is aware of the general danger that transmitted data can be read out in the transmission path. This applies not only to the exchange of information via e-mail leaving the system, but also to the integrated message and communication function of the Platform and all other data transmissions. The confidentiality of data transmitted within the framework of the use of the Platform can therefore not be guaranteed.

8.2 The Subscriber is solely responsible for securing the information (tables, documents, correspondence with Authorized Persons, etc.) which he/she receives or becomes aware of in the course of using the Platform. He shall regularly save this information/documents on his own data carrier/server. This shall apply in particular if Authorized Persons on behalf of the Subscriber also use the Platform on their own devices.

8.3 Layer's data protection information applicable to the use of the Platform can be found in Layer's data protection declaration, available at golayer.io/privacy-policy/.

8.4 The Subscriber is obliged to observe the applicable data protection laws with regard to personal data of third parties, such as other Subscribers, which he/she may receive through the use of the Platform. He will only use this data for contractual or pre-contractual communication. The Subscriber shall instruct all his board members, employees, authorised representatives, Authorized Persons and vicarious agents accordingly.

8.5 If and to the extent the Subscriber transmits personal data of other subscribers or of persons to Layer, who are not yet registered for his user account, the Subscriber is responsible for the fact that he is entitled to do so according to the applicable data protection regulations.

8.6 If the Subscriber allows Authorized Persons to use the Platform on the Authorized Persons' own device, the Subscriber alone is responsible for processing any data of the Authorized Persons within the meaning of Article 24 GDPR. The data processing agreement pursuant to Section 4 remains unaffected.

9 User Fee

The fees charged for the use of the Platform are based on the currently valid price list, available at www.golayer.io. Layer shall notify the Subscriber of any price changes at least four weeks in advance in text form (e.g. via the message and communication function of the Platform, by email or SMS).

10 Guarantee, Liability

10.1 Layer shall be liable without limitation for intent and gross negligence of Layer, its vicarious agents and legal representatives, for slight negligence, however, only in case of violation of essential contractual obligations. Essential contractual obligations are those obligations whose fulfilment is essential for the proper execution of the user agreement and on whose compliance the Subscriber may regularly rely. In the event of slight negligence, liability for breach of such an essential contractual obligation shall be limited to the damage typical for this type of contract, the occurrence of which Layer had to expect at the time of conclusion of the agreement due to the circumstances known at that time.

10.2 Layer shall only be liable for the loss of data in accordance with the preceding paragraph, if such a loss could not have been avoided by appropriate data security measures on the part of the affected Subscriber.

10.3 The aforementioned limitations of liability do not apply in the case of the assumption of explicit guarantees, in the case of claims due to the lack of assured properties and for damages from injury to life, body or health. Liability under the German Product Liability Act shall also remain unaffected.

11 Term and Termination, Consequences of Termination

11.1 The user agreement on which these GTC are based shall commence with the activation of the user account by Layer (see Section 4) and shall be concluded for an indefinite period of time.

11.2 The user agreement can be terminated by both parties at any time with a notice period of four weeks to the end of the month.

11.3 The right to temporary blocking and the right to extraordinary termination for good cause remain unaffected.

11.4 Any termination must be made in text form. If the corresponding function is activated, the Subscriber can also terminate the user agreement by clicking on the corresponding button in the user account.

11.5 After a termination becomes effective, the user account of the Subscriber concerned will be irrevocably deleted. Any statutory retention periods remain unaffected.

11.6 The Subscriber is responsible for backing up his or her data from the Platform in good time before the termination of the user agreement on his or her own responsibility. Layer does not guarantee the Subscriber the possibility to access these data after termination of the user agreement.

12 Confidentiality

12.1 For the purposes of this Agreement, "Confidential Information" shall mean all business secrets which the Subscriber or Authorized Persons place on the Platform.

12.2 Layer shall be obliged to

(a) keep Confidential Information strictly confidential and to use it only for the purpose of fulfilling its contractual obligations under the user agreement,

(b) not to pass on any Confidential Information to third parties or to disclose or allow third parties access to such information,

(c) take reasonable measures to prevent unauthorized persons from gaining access to Confidential Information, and

(d) protect the Confidential Information against unauthorized access by third parties by means of appropriate secrecy measures and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. This also includes technical security measures adapted to the current state of the art (Art. 32 GDPR) and the obligation of the employees to maintain confidentiality and observe data protection (Art. 28 para. 3 lit. b GDPR).

12.3 The obligations pursuant to Section 12.2 shall not apply to Confidential Information

(a) which was known or generally accessible to the public prior to disclosure or transfer or which becomes so at a later date without breach of a confidentiality obligation;

(b) which were demonstrably already known before disclosure and without breach of a confidentiality obligation to Layer;

(c) which Layer has developed independently without using or referring to Confidential Information of the Subscriber;

(d) which Layer are handed over or made accessible to Layer by an authorized third party without breach of a confidentiality obligation; or

(e) which must be disclosed due to mandatory legal provisions or a decision of a court and/or a public authority.

12.4 The obligations under this Section 12 shall remain in force for a period of 3 years after the termination of the user agreement. Legal provisions for the protection of business secrets remain unaffected.

13 Amendment of these GTC

Layer reserves the right to amend or supplement these GTC in whole or in part with future effect for the following reasons: for legal or regulatory reasons, for security reasons, in order to further develop or optimise existing features of Layer's services as well as to add additional features, in order to take into account technical progress and to make technical adjustments and to ensure the future functionality of the services provided by Layer. Layer shall inform the Subscriber about any changes by communicating the specific content of the changed regulations in text form (e.g. via the message and communication function of the Platform, by e-mail or SMS) with an appropriate period of time in advance, but at least two weeks before the planned coming into effect of the changes. The changes are deemed to be accepted by the Subscriber if he does not object to them in text form within two weeks of receipt of the notification. Layer will separately inform the Subscriber about the right of objection and the aforementioned legal consequences of silence in the notification of changes.

14 Communication, Contractual Language

Any communication between Layer and the Subscriber in connection with the business relationship with Layer and the use of the Platform shall generally only take place in electronic form using means of remote communication and exclusively in German or English, unless otherwise provided for in these GTC.

15 Final Provisions

15.1 Layer is entitled to transfer the rights and obligations resulting from the user agreement including these GTC to third parties. Layer shall notify the Subscriber of the transfer in text form at least four weeks in advance. In case of such a transfer, the Subscriber shall have an extraordinary right of termination at the time of the transfer. The termination must be declared to Layer in text form within fourteen days after receipt of the transfer notification by the Subscriber.

15.2 The place of performance and exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship, including these GTC between Layer and the Subscriber, is Berlin. Layer shall, however, remain entitled to bring an action at the Subscriber's place of residence.

15.3 The law of the Federal Republic of Germany shall apply, excluding the conflict of laws rules of private international law and the UN Sales Convention.

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