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These Terms of Use “Newsmind Stories”

§ 1 Application of These Terms of Use “Newsmind Stories”

These terms of use by Convit GmbH, Schanzenstraße 39 D7, 51063 Cologne (“Provider” or “Convit GmbH”) regulate the paid use of the software-as-a-service solution “Newsmind Stories” over the Internet (“Service” or “Newsmind Stories”). Newsmind Stories is a comprehensive platform for topic and campaign planning, collaborative working, integration of AI functions, and distribution across various channels, enabling customers to manage the entire content marketing process from idea generation through planning and creation to publication and analysis. For the contractual relationship regarding the use of the service, exclusively these terms of use in their version applicable at the time of order placement shall apply unless the parties agree otherwise in writing. General terms and conditions or contractual conditions of the customer shall only become part of the contract if the provider explicitly agrees in writing.

§ 2 Conclusion of Contract

A contract for the use of Newsmind Stories typically comes into effect as follows:

  1. The customer makes an offer to the provider by filling out the registration form on the Newsmind Stories website, agreeing to these terms of use, and submitting the information by clicking the “Send” button to the provider.
  2. The provider either expressly accepts this offer from the customer via email or activates the customer’s access to the service.

After sending their registration, the customer receives a manual or automatically generated confirmation email from Convit GmbH confirming the receipt of the registration. This automated email does not constitute acceptance of the customer’s offer and has no legal effects.

§ 3 Use of Newsmind Stories

The customer uses the service via the internet browsers specified in the service description. The provider makes the service available up to the internet connection of the data center where Newsmind Stories is operated (“handover point”). The responsibility for the internet connection from the handover point to the customer lies with the customer. Using Newsmind Stories requires a powerful internet connection, the required bandwidth of which depends on the intensity of use and the amount of data from the customer. The customer is entitled to use the service simultaneously on the number of workstations specified at registration or adjusted later. If the customer exceeds this permissible number, an additional fee according to the current single price of a user license is due. Additional usage rights can be acquired at any time for an additional fee. The current single prices can be inquired at any time from Convit GmbH. Newsmind Stories allows the customer to store data on the storage space assigned to them by the provider and to access it via the service. The number and size of the storable data are subject to the fair-use principle. In the case of excessive use, especially by extensive video files, the provider reserves the right to restrict the use of storage space or to demand a market-appropriate additional fee. Only legally permissible data may be stored on the storage space (see § 9.1). The availability of Newsmind Stories is at least 99.5% on average per calendar month (“Availability”). This availability refers to the entire service and not to individual functions. Higher availabilities can be agreed upon by concluding separate Service Level Agreements (SLAs) for a fee. The customer will be informed about necessary maintenance work, which leads to a temporary unavailability of the service, ideally 48 hours in advance. Maintenance works are generally not carried out during usual business hours. Failures due to maintenance work will not be counted towards availability if they do not exceed two hours per month.

§ 4 Duration and Termination

Unless contractually agreed otherwise, the contract for the use of Newsmind Stories (“Usage Contract”) can be terminated with a notice period of 3 months to the end of the month. The right to terminate without notice for good cause remains unaffected. Good cause particularly exists if:

  1. The customer is in arrears with the payment of the fee for more than two months.
  2. The customer significantly violates the contractual agreements, especially these terms of use, and does not remedy the violation despite a warning from Convit GmbH within a reasonable period.

In the event of termination by the provider due to a contractual violation by the customer, Convit GmbH retains the claim to the agreed fee until the next possible ordinary termination date, minus the expenses saved due to the early termination. This does not apply if the customer is not responsible for the breach of contract. Convit GmbH assumes a flat rate of 10% of the owed amount as saved expenses. The customer is allowed to prove that the savings were higher. Terminations require written form to be effective. After the contract term ends, access to the service is no longer possible. The regulations regarding data created by the customer can be found in § 10.

§ 5 Compensation, Payment

Convit GmbH generally invoices the agreed compensation for the use of Newsmind Stories retrospectively on a monthly basis. The compensation is due within 30 days of receipt of the invoice. Convit GmbH reserves the right to increase the agreed compensation once a year by a maximum of 5%. The following conditions apply:

  1. Convit GmbH will notify the customer in writing at least 6 months in advance of any price change. The price change is considered accepted if the customer does not object in writing within four weeks of receiving the notification.
  2. If the customer objects, Convit GmbH is entitled to terminate the usage contract with a notice period of 3 months to the date when the price change would take effect. The termination must be in writing.
  3. In the price change notification, Convit GmbH explicitly points out the deadline for objection and the consequences of missing the deadline.

If the customer uses Newsmind Stories on a larger number of workstations than stated in the order, the customer is obligated to acquire the corresponding usage rights for these additional workstations according to the current price list of Convit GmbH.

§ 6 Third Party Rights

Convit GmbH guarantees that no third party rights stand in the way of the contractual use of Newsmind Stories by the customer. Should third-party rights nevertheless be affected, Convit GmbH commits to either enabling the customer to use the platform legally or to provide equivalent services. The customer immediately and in writing informs Convit GmbH if third parties assert their rights (e.g., copyright or patent rights) in relation to the platform. The customer hereby authorizes Convit GmbH to deal with the matter independently with the third party. As long as Convit GmbH uses this authorization, the customer may not acknowledge the claims of the third party without Convit GmbH’s consent. Convit GmbH defends against the claims of the third party at its own expense and indemnifies the customer from all costs associated with this defense, provided they do not result from the customer’s wrongful behavior (e.g., contractually improper use of the platform). The customer supports Convit GmbH in dealing with the third party’s claims by providing necessary information and relevant documents in writing and answering questions from Convit GmbH. Convit GmbH is not liable for the infringement of third-party rights resulting from non-contractual use of Newsmind Stories, use outside the intended scope of application, or use in combination with components not explicitly recommended by Convit GmbH (e.g., hardware and software).

§ 7 Warranty, Liability

Convit GmbH is liable for defects in Newsmind Stories that exist at the time of provision only if these defects are attributable to Convit GmbH. Despite existing defects or disruptions, the customer remains obligated to pay the agreed compensation. The customer’s right to reclaim the compensation wholly or partially according to the principles of unjust enrichment in case of defects remains unaffected. Convit GmbH’s liability for damages and reimbursement of futile expenses, regardless of the legal reason, is limited as follows: In the event of intentional action, Convit GmbH’s liability is unlimited. In the case of gross negligence, the liability is limited to the typical damage foreseeable at the time of contract conclusion. In the case of negligent violation of a cardinal obligation, i.e., an obligation whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the customer regularly relies and may rely, the liability is limited to the typical damage foreseeable at the time of contract conclusion. In all other cases of negligent breach of duty, liability is excluded. For injury to life, body, and health and for claims under the Product Liability Act, the statutory provisions apply without restrictions.

§ 8 Obligations of the Customer

The use of Newsmind Stories presupposes that the hardware and software used by the customer (such as workstations, routers, and communication tools) meet the technical requirements of the currently offered version of Newsmind Stories and that users authorized to use the service are familiar with operating the platform. The technical requirements are specified in the service description on the Newsmind Stories website. The customer is entitled to use the service exclusively for internal purposes. The use of the service by or for third parties, whether for a fee or free of charge, is not permitted. Third parties do not include individuals who access the services on behalf of the customer free of charge, such as employees or freelance workers within the scope of their contractual relationship. The customer is not authorized to grant sublicenses. The use of Newsmind Stories is only permitted within the scope of the functions provided in the service description. The customer may not use any software or other technical devices that alter, expand, or endanger the functions of the platform. In particular, access to the service is only permitted via the internet browsers specified in the service description. For access to Newsmind Stories, the customer requires access data, which will be provided by Convit GmbH. The customer is obligated to treat this access data confidentially and make it accessible only to those employees who are allowed to use the service as part of their official duties. If the customer suspects that their access data has become known to a third party or that a third party is using the customer’s access to the service without authorization, the customer must immediately inform Convit GmbH in writing. If Convit GmbH has concrete evidence that the customer is using Newsmind Stories contrary to the provisions of this paragraph or other contractual agreements, or a third party is accessing the service unauthorizedly with the customer’s access data, Convit GmbH is entitled to temporarily block the customer’s access until the matter is clarified. Convit GmbH will give the customer the opportunity to comment before taking such a measure, except in urgent cases. The customer remains obligated to pay the agreed compensation during the period of blocking unless the customer is not responsible for the circumstances leading to the blocking.

§ 9 Customer’s Data and Work Results

The customer commits to using Newsmind Stories only in accordance with contractual agreements and legal provisions. Content created, stored, or made available by the customer via the platform (“Customer’s Data”) must not be illegal, against good morals, or infringe on third parties’ rights. Specifically, it is not permitted to store or process data that:

  1. Is discriminatory, racist, glorifies violence, or is dehumanizing,
  2. Calls for or endorses criminal acts,
  3. Contains pornographic content or violates youth protection laws,
  4. Infringes on third parties’ personal rights.

The customer commits to indemnifying Convit GmbH from all claims made by third parties due to the customer’s data and to compensate Convit GmbH for all damages resulting from the customer’s data unless the customer proves that they are not responsible for the claims or damages. The customer grants Convit GmbH the right to duplicate the data to be stored by the customer as part of the contractual services, as necessary. Convit GmbH is also authorized to hold the data in a backup data center. To remedy disturbances, Convit GmbH is entitled to take all necessary measures, including changes to the structure or format of the data. Newsmind Stories also allows the customer to create their own content, such as templates (“Customer’s Work Results”). All rights to these work results belong exclusively to the customer.

§ 10 Data Export at the End of the Contract

The customer has the option to independently export their data from Newsmind Stories at any time. It is the customer’s responsibility to initiate this export in a timely manner before the end of the contract. Convit GmbH is not obligated to actively provide the customer’s data. However, if the customer wishes to receive a copy of their data stored on the assigned storage space, Convit GmbH can provide such a copy after a separate agreement and against reimbursement of the actual costs incurred. After the end of the contract, all of the customer’s data will be deleted by Convit GmbH 30 days after the end of the contract or, if agreed upon between the parties, after the data copy according to § 10.1 has been handed over. Convit GmbH is not obligated to store the customer’s data beyond this period. The period mentioned in § 10.2 does not apply if the customer indicates within this period that the exported or handed-over data is incomplete or not readable. The absence of such a notification is considered the customer’s consent to the deletion of the data.

§ 11 Confidentiality and Data Protection

The parties commit to treating all items (e.g., software, documents, information) that are legally protected or contain business or trade secrets or are marked as confidential (“Confidential Information”), which are transmitted or become known to them before or during the performance of the contract by the respective other party, confidentially even after the end of the contract, unless these items have become publicly known without violating the confidentiality obligation. The parties commit to storing and securing confidential information in such a way that access by third parties is prevented. If the customer processes personal data using Newsmind Stories, it is solely their responsibility to ensure that the affected person has consented to the processing of their data or that a legal basis for processing exists. The customer remains the responsible party concerning such personal data. The customer indemnifies Convit GmbH from all claims made by affected persons and compensates Convit GmbH for all damages resulting from the transfer of personal data to Convit GmbH not in compliance with data protection laws unless the customer proves that they are not at fault. Upon written request from the customer, the parties will conclude a data processing agreement, if necessary according to the applicable legal provisions.

§ 12 Changes to Contractual Conditions

Convit GmbH reserves the right to change these terms of use. Changes will be communicated to the customer in writing. The changes are considered accepted if the customer does not object in writing within three months of receiving the announcement. Convit GmbH will explicitly point out this period and the consequences of missing the deadline in the announcement. The provisions from § 5 apply to changes in compensation.

§ 13 Final Provisions

Convit GmbH is authorized to fulfill services and obligations from this contract by involving subcontractors. This contract is governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual agreements between the parties is the registered office of Convit GmbH. To the extent that written form is required according to these terms of use, email and fax are sufficient unless otherwise agreed. This does not apply to reminders, setting deadlines, as well as withdrawal or termination declarations by the customer, which must be originally signed or provided with a qualified electronic signature and transmitted to the contract partner in this form.