2. In the case of Web offers aimed at companies or public enterprises, such companies or enterprises are represented by the user and must assume that the user has appropriate knowledge and acts accordingly.
3. If the User uses this Smartly Solutions Web Site as business customer, i.e. that it is not acting for purposes which are outside its trade, business or profession, or as administration customer, § 312e para. 1 sentence 1 no. 1 – 3 of the German Civil Code does not apply.
1. This Smartly Solutions Web Site contains specific information and software, as well as – as the case may be – related documentation, for viewing or downloading.
2. Smartly Solutions may stop the operation of the Smartly Solutions Web Site in full or in part at any time. Due to the nature of the internet and computer systems, Smartly Solutions cannot accept any liability for the continuous availability of the Smartly Solutions Web Site.
1. Some pages of the Smartly Solutions Web Site may be password protected. In the interest of safety and security of the business transactions, only registered Users may access said pages. Smartly Solutions reserves the right to deny registration to any User. Smartly Solutions particularly reserves the right to determine certain sites, which were previously freely accessible, subject to registration. Smartly Solutions is entitled, at any time and without obligation to give reasons, to deny the User the right to access the password-protected area by blocking its User Data (as defined below), in particular if the User
- uses false data for the purpose of registration;
- violates any applicable laws in the access to or use of the Smartly Solutions Web Site; or
- did not use the Smartly Solutions Web Site for a longer period.
2. For registration the User shall give accurate information and, where such information changes over time, update such information (to the extent possible: online) without undue delay. The User shall ensure, that its e-mail address, as supplied to Smartly Solutions, is current at all times and an address at which the User can be contacted.
3. Upon registration the User will be provided with an access code, comprising a User ID and a password (“User Data”). On first access the User shall promptly change the password received from Smartly Solutions into a password known only to the User. The User Data allows the User to view or change its data or, as applicable, to withdraw its consent to data processing.
4. The User shall ensure that User Data is not accessible by third parties and is liable for all transactions and other activities carried out under its User Data. At the end of each online session, the User shall log-off from the password protected websites. If and to the extent the User becomes aware that third parties are misusing its User Data the User shall notify Smartly Solutions thereof without undue delay in writing, or, as the case may be, by e-mail.
5. After receipt of the notice under paragraph 3.4, Smartly Solutions will deny access to the password-protected area under such User Data. Access by the User will only be possible again upon the User’s application to Smartly Solutions or upon new registration.
6. The User may at any time request termination of its registration in writing, provided that the deletion will not violate the proper performance of contractual relationships. In such event Smartly Solutions will remove all user data and other stored personally identifiable data of the User as soon as these data are no longer needed.
Rights of Use to Information,
Software and Documentation
2. Smartly Solutions grants User a non-exclusive and non-transferable license, which may not be sublicensed, to use the information, software and documentation made available to the User on or via the Smartly Solutions Web Site to the extent agreed, or in the event of no such agreement to the extent of the purpose intended by Smartly Solutions in making same available.
5. The information, software and documentation are protected by copyright laws as well as international copyright treaties as well as other laws and conventions related to intellectual property. The User shall observe such laws and in particular shall not modify, conceal or remove any alphanumeric code, marks or copyright notices neither from the information nor from the software or documentation, or any copies thereof.
6. §§ 69a et seq. of the German Copyright Law shall not be affected hereby.
2. Except for the rights of use and other rights expressly granted herein, no other rights are granted to the User nor shall any obligation be implied requiring the grant of further rights. Any and all patent rights and licenses are expressly excluded.
3.Smartly Solutions may, without charge, use any ideas or proposals stored by a User on the Smartly Solutions Web Sites for the development, improvement and sale of its products.
Duties of the User
1. In accessing or using the Smartly Solutions Web Site the User shall not
- harm other persons, in particular minors, or infringe their personal rights;
- breach public morality in its manner of use;
- violate any intellectual property right or any other proprietary right;
- upload any contents containing a virus, so-called Trojan Horse, or any other program that could damage data;
- transmit, store or upload hyperlinks or contents to which the User is not entitled, in particular in cases where such hyperlinks or contents are in breach of confidentiality obligations or unlawful; or
- distribute advertising or unsolicited e-mails (so-called “spam”) or inaccurate warnings of viruses, defects or similar material and the User shall not solicit or request the participation in any lottery, snowball system, chain letter, pyramid game or similar activity.
The Smartly Solutions Web Site may contain hyperlinks to the web pages of third parties. Smartly Solutions shall have no liability for the contents of such web pages and does not make representations about or endorse such web pages or their contents as its own, as Smartly Solutions does not control the information on such web pages and is not responsible for the contents and information given thereon. The use of such web pages shall be at the sole risk of the User.
Liability for defects of
title or quality
1. Insofar as any information, software or documentation is made available at no cost, any liability for defects as to quality or title of the information, software and documentation especially in relation to the correctness or absence of defects or the absence of claims or third party rights or in relation to completeness and/or fitness for purpose are excluded except for cases involving willful misconduct or fraud.
2. The information on the Smartly Solutions Web Site may contain specifications or general descriptions related to the technical possibilities of individual products which may not be available in certain cases (e.g. due to product changes). The required performance of the product shall therefore be mutually agreed in each case at the time of purchase.
Other Liability, Viruses
2. Although Smartly Solutions makes every endeavor to keep the Smartly Solutions Web Site free from viruses, Smartly Solutions cannot make any guarantee that it is virus-free. The User shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software or documentation.
3. §§ 9.1 and 9.2 do not intend nor imply any changes to the burden of proof to the User’s disadvantage.
Compliance with Export
1. If the User transfers information, software and documentation provided by Smartly Solutions to a third party, the User shall comply with all applicable national and international (re-) export control regulations. In any event of such transfer the User shall comply with the (re-) export control regulations of the Federal Republic of Germany, of the European Union and of the United States of America.
2. Prior to any such transfer to a third party the User shall in particular check and guarantee by appropriate measures that
- There will be no infringement of an embargo imposed by the European Union, by the United States of America and/ or by the United Nations by such transfer or by provision of other economic resources in connection with information, software and documentation provided by Smartly Solutions, also considering the limitations of domestic business and prohibitions of by-passing those embargos;
- Such information, software and documentation provided by Smartly Solutions are not intended for use in connection with armaments, nuclear technology or weapons, if and to the extent such use is subject to prohibition or authorization, unless required authorization is provided;
- The regulations of all applicable Sanctioned Party Lists of the European Union and the United States of America concerning the trading with entities, persons and organizations listed therein are considered.
3. If required to enable authorities or Smartly Solutions to conduct export control checks, the User, upon request by Smartly Solutions, shall promptly provide Smartly Solutions with all information pertaining to the particular end-user, the particular destination and the particular intended use of information, software and documentation provided by Smartly Solutions, as well as any export control restrictions existing.
4. The User shall indemnify and hold harmless Smartly Solutions from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations by the User, and the User shall compensate Smartly Solutions for all losses and expenses resulting thereof, unless such noncompliance was not caused by fault of the User. This provision does not imply a change in burden of proof.
5. Smartly Solutions’ obligation to fulfill an agreement is subject to the proviso that the fulfillment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions.t update at the top of this page.
Data Privacy Protection
Place of Jurisdiction,
1. Any supplementary agreement requires the written form.
2. The place of jurisdiction shall be Berlin if the User is a merchant in terms of the German Commercial Code (Handelsgesetzbuch).
3. The individual pages of the Smartly Solutions Web Site are operated and administered by Smartly SolutionsGmbH and/or its affiliates. The pages comply with the law applicable in the country where the responsible company has its business residence. Smartly Solutions makes no representation that information, software and/or documentation on the Smartly Solutions Web Site are appropriate or available for viewing or downloading at locations outside such country. If Users access Smartly Solutions Web Site from outside such country, they are exclusively responsible for compliance with all applicable local laws. Access to Smartly Solutions Web Site’s information, software and/or documentation from countries where such content is unlawful is prohibited. In this case and where User seeks to do business with Smartly Solutions, the User should contact the Smartly Solutions representative for the particular country for country specific business.