Iridion Terms of Service
Version 1.0, as of 15th March 2016
By completing the Iridion registration and clicking the checkbox “I accept the Iridion Terms of Service”, you accept and acknowledge that you have read these Terms of Service (TOS) and the other terms and conditions referred to from these TOS. You also represent and warrant that you have the authority to bind the business or organization on whose behalf you accept these terms.
If you do not agree to this agreement, please click the “Cancel”/”Back” button and do not use Iridion.
1. Welcome to Iridion!
“Iridion” is our new, cloud-based team collaboration platform, helping companies, agencies, service providers and just about everyone else working on the optimization of websites, to collaborate and communicate with others in their work environment and organize their optimization projects, which includes sharing information and documents. Iridion is provided as a Software-as-a-Service (“SaaS”) application and is constantly improved and developed further.
Please read these TOS carefully. They are the base of the legal relationship between your organization and us regarding the use of Iridion and the associated services. Prior to using Iridion, your business or organization must accept the terms of this TOS and agree that any person to whom you or your organization grants access to use their Iridion Tenancy, are bound by the terms of these TOS and the documents referenced herein.
We address you and your business or organization collectively as “you”, and we, Web Arts AG, may also refer to us as “we”. These and other capitalized terms used in the Agreement are defined in the Definitions.
2. Provision of Iridion
Iridion is available to you as of the Effective Date.
Iridion is a SaaS application, and as such, we reserve the right to improve and expand Iridion at any time. We may replace or update or extend certain functionalities of Iridion by equivalent functions. We may select and/or modify at any time and at our sole discretion any hardware and software, telecommunications equipment and just about any other item that we use to provide Iridion to you, provided that such changes do not materially impair the provision of Iridion to you. In the event we need to implement changes that materially affect the contractually agreed state of Iridion, we will follow the procedure outlined in Sec. 19.
When using Iridion, you must at all times comply with all Applicable Laws, including, but not limited to, with respect to Personal Data, all applicable privacy laws and regulations. You will also inform your Iridion Users if their Personal Data is to be transferred to a location outside the EU/European Economic Area. It is your responsibility to ensure that you have the right to use Iridion where you are located, as well as where your meeting invitees are located.
3. Support for Iridion
When you sign up for Iridion, we will provide you with access to a variety of support services for Iridion, including FAQs, videos and other technical support literature, support and communication forums such as the Iridion Support Forum and other product- and service-related information. The exact scope of the support services available to you may vary by the applicable Service Package and is described in detail in Service Description.
4. Eligibility to sign up for Iridion
We offer Iridion only to businesses and organizations, by which we mean all natural or legal persons or a partnerships with legal personality who or which act in exercise of his, her or its trade, business or profession. We do not offer Iridion to consumers. In any case, a person less than 18 years old or who is considered a minor in its state or country of residence, cannot register for Iridion or be signed up by you as a Iridion User.
Without limitation to the statutory rules on businesses by appearance, if we reasonably believe that you or a specific Iridion User do not meet the above stated requirements, we may, without liability and at our sole discretion, block or delete your Iridion tenancy and all Iridion User Account(s) related to it, and you may no longer be able to access your Iridion Data. Depending on the case, we may also elect to terminate the entire agreement for cause and with immediate effect.
5. Signing up for Iridion
To sign up for Iridion, you must complete a registration process and provide us with information, as prompted by the registration form. You must also accept the terms of the Agreement. If you act for an organization, you may need to conclude the Data Processing Agreement.
If you want to subscribe to a paid-for Service Package, or if you want to change a free version into a paid-for version, you will also have to provide payment information, e.g. a credit card number, a VAT number and, if applicable, a separate billing address.
The information you provide must be current, true and complete and you must communicate any change to us without delay. Any delays or late payment caused by your failure to update the billing information shall be your responsibility, as well as any costs caused thereby.
The registration for Iridion, whether or not for a free or paid-for Service Package, will result in a binding proposal from you or the organization you represent, to us. We will inform you if your proposal is accepted via direct email. We are free to accept or deny any such proposal at our sole discretion. If we accept, the agreement based on the Terms of Service becomes effective, and if it is rejected, there is no agreement and neither party has any liability against the other party because of such rejection.
Once we have accepted your proposal, you will be given a username and password for the first Iridion User via email. This account will have administrative rights and will let you access the Iridion user management console where you can then create additional Iridion Users.
We strongly recommend that you choose a secure password. You must ensure that your password(s) do not become known to unauthorized third parties. In the event you reasonably suspect that your password(s) have been compromised, you must notify us without delay. You are responsible for all damages due to your culpable fault to maintain the confidentiality of the passwords.
The first Iridion User created during the signup process will also be appointed as Customer Contact. The password for that account should be handled with special care.
All notices between the Parties shall be at least in text form, unless written form is specifically required in the Agreement. In the day-to-day business, all communications may be delivered electronically with effect for and against the Parties, e.g. via email or in some cases by means of notices in the app or on
the login page, e.g. notices which are of general interest to all Iridion Users such as the announcement of new features or planned maintenance windows. Electronic communication, which recognizably originates from a Party, will be attributed to that Party.
We are very keen to hear about your comments, criticisms and suggestions for changes with respect to the design, the functionality and the performance of Iridion.
To the extent you provide us with such information and data about the tests you have done, the test results, and other material such as screenshots, recordings, concepts, etc. (collectively, “Feedback”), you agree that we own all Feedback that you submit to us. You hereby assign and grant us all rights, title and interest in the Feedback and all Intellectual Property Rights herein, including the right to use, share, and commercialize the Feedback in any way and for any purpose. If requested by us, you or the competent person(s) within your organization will execute such further instruments as we may reasonably request confirming our unlimited ownership interest in such Feedback.
You will not give any Feedback that is subject to a license that requires us to grant any rights (e.g., Freeware and Open Source License) or make any payments to third parties because the Feedback was incorporated into Iridion or the Documentation or any other of our products, software, or services or other items. These rights survive the term of this Agreement.
For the avoidance of doubt, this does not mean that we claim ownership of any of the Iridion User Data you submit to Iridion (see also below). You should carefully review your feedback and possibly clean it of any Iridion User Data that you do not want us to see.
7. Right to Use Iridion User Data, Handling of Iridion User Data
By signing up for Iridion and submitting Iridion User Data to Iridion, you agree that we and our affiliates, contractors, resellers and partners shall have, for the term of the Agreement, the world-wide, royalty-free, sub-licensable, right and license to use, modify, process, reproduce and distribute the Iridion User Data, solely for the purpose of providing Iridion to you and the Iridion Users you appoint. This right and license also includes the right to publicly perform or publicly display the Iridion User Data, where such facilities are provided within or through Iridion and if effected by you. Our contractual obligations to maintain the confidentiality of the Iridion User Data or our data privacy obligations shall not be limited thereby.
You and your organization must have all the rights, licenses, and permissions required from third parties to use the Iridion User Data and to reproduce, publish, and display Iridion User Data within and outside of Iridion.
You acknowledge that we can treat all Iridion User Data submitted by you or one of your Iridion Users to Iridion as if it is owned by you. We will only act as a passive conduit for your Iridion User Data. We do not claim any ownership rights in your Iridion User Data. We will not review, share, distribute, or reference your Iridion User Data except as provided herein or in the Acceptable Use Policy for Iridion, or as this may be required by Applicable Laws.
If you object to any third party Iridion User Data, we will attempt to resolve that as per the procedure described in Acceptable Use Policy. If we find such third party Iridion User Data is permissible, your sole remedy is to cease using Iridion. However, this does not constitute a right to prematurely terminate the Agreement.
If you believe that we or any of our affiliates or any of your or a third party Iridion User (including Guest
Users) violated a copyright, please first notify us of the issue before taking legal action. The violation- resolution procedure described in Acceptable Use Policy will be applied accordingly.
You understand that publishing Iridion User Data on Iridion is not a substitute for registering it with a copyright office or any other intellectual property rights organization such as the U.S. Copyright Office.
8. Liability for Iridion User Data
You are entirely responsible for any and all activities that occur under your Iridion Accounts and with your Iridion User Data. With your subscription to Iridion you acknowledge and consent and you will make all of your Iridion Users including Guest Users acknowledge and consent, that all Iridion User Data is in your sole responsibility.
You will indemnify, defend and hold us harmless from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from a violation of sections 7 that is attributable to you.
9. Data privacy
By using Iridion, you and each of your Iridion Users will create, upload or receive Iridion User Data containing Personal Data. We are very serious about the safety and security of such Personal Data.
We will use only personnel who are bound to data secrecy (in Germany: sec. 5 of the German Federal Data Protection Act, Bundesdatenschutzgesetz, BDSG).
With regard to the Personal Data stored or otherwise processed by us, we will observe your directions and take the necessary technical and organizational measures to protect the Personal Data from disclosure or misuse. This shall also apply to Personal Data we retain after the termination or expiry of this agreement if we must do so under Applicable Laws. Our liability for breaches of data protection shall be excluded if we acted in accordance with a direction given by you.
We will process Personal Data obtained from you only for the purposes of providing Iridion and shall delete such Personal Data from our systems if it is no longer needed for that purpose, subject to any data retention obligations required by Applicable Laws.
We may use subcontractors to provide Iridion. To the extent we use subcontractors, we will impose upon them a similar obligation as per this section 9, in particular section 9.2 in accordance with the data protection provisions of this Agreement and Applicable Laws. They shall be bound by contractual terms no less binding than Data Processing Agreement and follow a standard that meets or exceeds the standard provided for in the Data Privacy Statement. To the extent such subcontractors receive or have access to Personal Data at locations outside the EU/the EEC, we will arrange for adequate contractual measures that provide for a level of data protection that satisfies the requirements of the EU Data Protection Requirements, e.g. by means of EU Standard Contractual Clauses or similar arrangements.
We do not have control over, and are not responsible for, the content of any Iridion User Data that you have shared with others. We advise you to always use caution when disclosing any Iridion User Data that may contain Personal Data or other sensitive information. You agree to meet all statutory required preconditions for your intended use of Iridion and the Iridion User Data for which you are responsible, e.g. by obtaining consent from employees so that in this regard we can provide Iridion to you without you infringing any Applicable Laws. You are in particular responsible for observing your workers council rights of co-determination, where applicable. You and your organization shall indemnify us from all claims and damages resulting from your failure to do so.
More details on our data protection measures can be found in the Data Privacy Statement which must be presented to each single Iridion User at their first login and can be accessed from within Iridion at any time.
If you represent an organization that signs up several Iridion Users for Iridion, you acknowledge and accept that the Data Processing Agreement shall primarily determine your data processing relationship with us. Thereunder, we will act as the data processor and you will be the data controller. The Data Processing Agreement takes precedence over the Data Privacy Statement. You hereby also agree that the terms of the Data Processing Agreement and the Data Privacy Statement shall apply to each of your organization’s Iridion Users, and that you will take appropriate measures to ensure these terms are binding upon them.
We have implemented commercially reasonable technical and organizational measures designed to secure your Personal Data and Iridion User Data from accidental loss and from unauthorized access, use, alteration or disclosure. If you have entered into the Data Processing Agreement, you can find details about the respective measures in it.
While we do warrant that we will uphold the contractually agreed technical and organizational measures, we cannot guarantee that never ever an unauthorized third party will be able to defeat those measures or use your Personal Data for improper purposes. You understand that you provide your Personal Data to Iridion at your own risk and that our liability with respect to Personal Data shall be limited as stipulated in this Agreement.
You are entirely responsible for maintaining the confidentiality of all of your access credentials to your Iridion User accounts, such as passwords and in particular with respect to the Iridion Tenancy Administrator. None of your Iridion User’s may use any other Iridion User’s account at any time without the permission of the affected Iridion User.
You must know the identity of any Iridion User you sign up or invite. You may not permit parties that are completely unknown to you, or who have not identified themselves to you, to use Iridion. Failure to do so may result in us blocking access to single Iridion Accounts or, in serious cases, of your entire organization’s access to Iridion, up to and including the termination of the Agreement.
You agree to notify us immediately of any unauthorized use of your Iridion Accounts or any other breach of security that you know of or reasonably suspect. Until then, you will be liable to us for any damages and liabilities incurred by us or third parties due to that unauthorized use of your Iridion accounts or passwords, provided we were not responsible for the unauthorized use of the passwords.
11. Local availability may be limited
Iridion may not be available in, or accessible from, all countries or for use in a particular location. You are responsible for following the Applicable Laws in your jurisdiction, state or country and must not use Iridion, if such use would result in a breach of local Applicable Law. We reserve the right to modify or disable features and functionalities of Iridion and/or any related services, if required to comply with local Applicable Laws. We also reserve the right to block access to Iridion from certain countries or jurisdictions. Such limitation or modification or disablement does not entitle you to prematurely terminate the Agreement.
Please contact us for the latest list of countries in which Iridion is available.
12. License, Copyright and Ownership of Iridion
Subject to the terms of this Agreement, we grant you, effective upon us confirming our acceptance of your subscription application, and then for each updated version of Iridion that is made available to you under the Agreement, a worldwide, revocable (pursuant to any termination of the Agreement), non-exclusive, and non-transferable right under our Intellectual Property Rights to access and use Iridion from any technically compatible device that is controlled by your organization, within the scope described in this Agreement and the Documentation. This right is subject to you paying the remuneration for your subscription to Iridion, except for those Service Packages where we grant the required use rights for free.
Save for this right to access and use Iridion, all title to and all Intellectual Property Rights in Iridion, including but not limited to all modifications thereto, be they based on Feedback or not, shall remain our exclusive property and shall not be used in any way other than as described in this Agreement. You acknowledge that, as between you and us, Iridion and all Intellectual Property Rights with respect thereto are and will at all times be our property, even if suggestions made by you, e.g. as part of Feedback, are incorporated into subsequent versions of Iridion.
You do not have any rights to disclose, sublicense, or otherwise transfer access to Iridion or any software that may be made available to you for download as part of your subscription to Iridion, or the related documentation, or other of our proprietary information. You may not sub-rent or sub-lease Iridion to any third party, including any of your Affiliates, unless explicitly agreed in writing with us. You may not reverse engineer, reproduce, de-compile or disassemble Iridion, except to the extent expressly permitted by Applicable Law (e.g. sec. 69e of the German Copyright Act – Urheberrechtsgesetz, UrhG). You agree not to claim or assert title to or ownership of Iridion.
Each Party shall keep all Confidential Information confidential and use it exclusively for the performance of the Agreement, as described in more detail in the Non-disclosure Agreement.
14. Downloadable Software
In order to use some features of Iridion, or to use Iridion on some devices, you may have to download and install software, e.g. an app for a smartphone or tablet device, or a plugin. Such software is licensed to you under the terms of the Agreement and, complementing it, the terms of our End User Agreement (EULA). In some cases, the software may contain third-party software components, e.g. Freeware or Open Source Software, which may be subject to additional third party EULAs or Open Source Licenses, respectively. Such separate licensing terms shall prevail over our EULA. A copy of the EULA and the separate licensing terms, if any, may be obtained from us prior to entering the Agreement.
The EULA and any separate licensing terms will be shown during the installation process or are included in the Documentation. Any installation of the software is subject to your acceptance of those license terms. If you do not want to accept them, you may not use the downloadable software.
The software shall only be delivered and licensed in object code form i.e. executable, machine- readable form. There is no claim to delivery of the source code. Insofar as the terms of Open Source Licenses provide for the provision of source code, we may elect to make the source code available (a) by including it in the software delivery or (b) upon your request, send separate media in return for reimbursement of expenses, or (c) through our website. Option (b) shall always be available, and
covers the relevant Open Source Software used in the current version downloadable software for Iridion and all preceding versions, going back to at least three (3) years.
You may copy such downloadable software for backup or archival purposes, or as part of using Iridion, but for no other purpose. You may not remove or alter any copyright or proprietary notice. You may not reverse engineer, decompile or disassemble the software save where explicitly permitted by law or by applicable Open Source Licenses. Distribution within your business or organization by other means than Iridion (e.g. internal software distribution system) is permitted only to the extent that downloadable software is distributed solely to and for the use of your Iridion Users.
We endeavour to provide Iridion in a professional manner, but we do not warrant that your use of Iridion will always be uninterrupted or error free. The quality and manner of the provision of Iridion is described in more detail in the Service Description and the Service Level Agreement.
For trial uses and free Service Packages, the provision in section 23 shall take precedence.
If there is a Defect in Iridion, we will remedy such Defect at our own cost and expense, provided that you notify us of such Defect at least in text form without undue delay and in any case not later than five (5) Business Days from your knowledge of the Defect.
You will render reasonable assistance free of charge, in particular by a prompt implementation of any work-around solution or the sending of logs. You bear the reasonable costs of an improper assertion of a Defect, in particular if it turns out that Iridion is actually not defective or if we are not responsible for the defect, provided you could have avoided the improper assertion by applying reasonable care when examining the Defect.
We will decide, at our sole discretion, how and when the Defect will be fixed and whether a workaround will be provided or a correction release of Iridion or the affected component will be made available.
With respect to Defects that are within our area of responsibility (vertretenmüssen), and provided you are subscribed to an eligible Service Package, your sole remedy is to claim a Service Level Credit to the extent set forth in the Service Level Agreement. If the Defect is not remedied and materially impairs your use of Iridion in accordance with the Agreement on an ongoing basis, you may terminate the Agreement without regard to the minimum term requirement. In this case, prepaid Fees (if any) shall be refunded to you on a pro rata basis i.e. from the time your termination becomes effective.
We shall be exempt from its obligations set forth in this Agreement and may be entitled to an extension of time and a claim for additional costs, if and to the extent we are prevented from performing such obligations or are delayed in the performance of such obligations, due to non- fulfilment of your obligations under this Agreement, or in a case of Force Majeure.
Nothing in this Agreement shall be construed as a guarantee or warranty (Beschaffenheitsgarantie) unless otherwise expressly provided for herein with the words “guarantee” or “warranty. resp. “Garantie”.
The provisions of this section 15 are exhaustive with respect to claims based on Defects. Iridion is otherwise provided “as is” and as available. Safe as explicitly described elsewhere in the Agreement, we make no warranties, either express or implied, including without limitation any implied warranties for merchantability or fitness for a particular purpose. All other rights and remedies shall be excluded.
misrepresentation or under applicable product liability law shall not be affected hereby. This also applies to any other liability which cannot, by Applicable Law, be excluded by means of general terms and conditions.
16. Intellectual Property Rights Indemnification
We will indemnify you against liability resulting from (a) a final judgment in proceedings brought by a third party against you that determines that Iridion infringes such third party’s Intellectual Property Rights, or (b) a written settlement reached between you and the third party with respect to an asserted infringement of such third party’s Intellectual Property Rights, provided that we gave our prior written consent to the settlement, including reasonable attorney’s fees incurred in connection therewith.
We may also, at our sole discretion and cost, procure from such third party the Intellectual Property Rights necessary to continue to provide Iridion to you, or modify or replace the respective part of Iridion with substantially similar functionality in order to avoid the infringement. If we fail to provide these remedies, either Party may terminate the Agreement without regard to any minimum term and we will refund you any remaining prepaid Fees.
You will not acknowledge (anerkennen) any infringement alleged by a third party. In the event you elect to cease using the part of Iridion affected by the alleged claim, or Iridion altogether, to minimize the expected damages or for other good reasons, you will inform the third party that the cessation of use does not imply any acknowledgment of the alleged infringement.
Our obligation to indemnify you is subject to you (a) notifying us in writing as soon as reasonably possible of any suspected or alleged infringement, (b) not making any admission which is or may be prejudicial to us without our prior written consent; (c) giving us the right to defend against the allegation, including the negotiation of a settlement prior; (d) providing us with reasonable (zumutbare) assistance in defending against the alleged infringement; and (e) permitting us to provide the remedies set forth in section 16.2 .
Our obligation to indemnify you shall be excluded to the extent that the alleged infringement is attributable to you and in particular if it is due to (a) misuse or any use of Iridion in a manner not authorized by or contrary to our instructions or for a purpose not reasonably contemplated by us; (b) the use of any component of Iridion in combination with any hardware, software or other component not specifically approved by us or foreseen in the Documentation; (c) use of Iridion outside the scope of the rights of use granted to you under the Agreement; (d) with respect to downloadable software and without limitation to your rights under Open Source Licenses, a modification thereof that was done without our prior written consent; (e) with respect to downloadable software, your failure to use corrections provided or recommended by us, including generally available corrections and security fixes for the underlying hardware equipment, third party software or system environment; (f) any claims relating to a Standard; or (g) in any event where we followed a design or instruction furnished or given by you.
You will defend and indemnify us against any losses, costs, expenses, demands or liabilities arising out of a claim by a third party alleging any infringement if (a) the claim arises from an event specified in section 16.5 ; (b) the ability of us to defend against the alleged claim has been prejudiced by your failure to comply with any requirements of section 16.4 ; or (c) the claim arises from the use of the Customer Network.
The provisions of this section 16 are exhaustive with respect to claims related to an alleged or actual infringement of third-party Intellectual Property Rights, unless we acted with intent or fraudulently (arglistig). All other rights and remedies shall be excluded.
Subject to the provisions of this section 17, our liability whether by way of indemnity or otherwise for each event or connected series of events (Fortsetzungszusammenhang) arising out of or in connection with the Agreement shall be limited to the lesser of (i) 25% of the Agreement Value or (ii) EUR 100.000. Our aggregate liability under the Agreement shall be limited to an amount equal to 50% of the Agreement Value.
We are not liable for loss of profit (entgangener Gewinn), indirect damages (mittelbare Schäden), consequential damages (Folgeschäden), including loss of business, loss of contracts, interruption of business (Betriebsausfallschaden), expenditures incurred and rendered unnecessary (vergebliche und frustrierte Aufwendungen), loss or corruption of Iridion User Data, or, without limitation to section 16, claims raised by a third party against you.
Our liability for loss or corruption of Iridion User Data shall be limited to the time and cost for restoring the data from the regular, general backups of the Iridion platform we make as part of our normal systems operations. You will also ensure that important Iridion User Data is not stored on Iridion alone, and acknowledge that you will ensure that backups or copies of such Iridion User Data are made on a regular basis. You will not use Iridion as your sole means of storing such important data.
Nothing in the Agreement shall be construed to limit either Party’s liability for fraud or fraudulent misrepresentation, intentional acts or omissions, gross negligence (grobe Fahrlässigkeit) as well as liability under a guarantee, the Product Liability Act (Produkthaftungsgesetz) or any mandatory Applicable Laws.
If the damage was caused with slight negligence (leichte Fahrlässigkeit), the limitation of liability pursuant to sections 17.1 and 17.2 shall not apply to breaches of a material contractual obligation (a “cardinal duty”, Kardinalpflicht). A cardinal duty in the meaning of this section 17 is an obligation whose fulfilment makes the implementation of this contract possible in the first place and on the fulfilment of which the contractual partner may therefore generally rely.
Unless specified otherwise in your applicable service package, your claim to service level credits as per the Service Level Agreement shall become time barred six (6) weeks after the Incident occurred. Claims with respect to Defects shall become time barred twelve (12) months from their respective accrual. All other claims that you may be entitled to shall become time barred six (6) months from date on which you became aware or should have become aware of the respective claim, but no later than twelve (12) months from their respective accrual. Any claims based on intent (Vorsatz) shall become time-barred as per Applicable Laws.
18. Term and Termination
If you submit your registration for the Iridion subscription via the Iridion Portal, the Agreement becomes effective on the date we accept your registration, as indicated through the confirmatory email we send to you. If you submit the registration to Iridion “offline”, i.e. in paper form, the Agreement becomes effective on the date it is signed by both Parties or on the individually agreed date (each the “Effective Date”).
The minimum term of a paid-for subscription is one calendar month. The term shall renew automatically for consecutive calendar months until the Agreement is terminated with a notice period of ten(10) days to the end of the current calendar month. A different minimum term may apply, depending on special offers.
Nothing in this Agreement shall be construed to limit the right of a Party to terminate for good cause
(aus wichtigem Grund) as per section 314 of the German Civil Code (Bürgerliches Gesetzbuch – BGB)).
Without limitation to our rights to terminate stipulated elsewhere in this Agreement, we may terminate the Agreement with immediate effect if
- you fail to make a due payment within thirty (30) days of the receipt of a written reminder (Mahnung);
- you stop your payments due to a petition for the commencement of insolvency proceedings being filed against your assets, or if insolvency proceedings are opened against your assets, or if the opening of insolvency proceedings is rejected due to a lack of assets;
- if we are forced to do so in order to comply with Applicable Laws
- if we are ordered to do so by a competent court or authority or
- if you are otherwise in material breach of your obligations under the Agreement and fail to remedy the breach without undue delay but no later than thirty (30) days after receipt of a written reminder (Mahnung), unless a reminder is not necessary according to section 323 para 2 BGB.
We may, without liability to you, suspend each and any Iridion User who does not comply with the terms of this Agreement, the Acceptable Use Policy, provided the dispute resolution procedure was not successful. We may also suspend or terminate all or parts of your Iridion Tenancy without notice and without giving prior notice, if (a) we reasonably determine that you have grossly violated this Agreement or (b) we are ordered to do so by a court or authority in any country.
We may, upon such suspension, deactivate and bar access to all of your Iridion Users and Iridion User Data.
Upon receipt of the termination notice, we will provide a facility from which you can download your Iridion User Data prior to the expiry of the Agreement, unless we are prohibited to do so by Applicable Laws. In general, the download facility will be made available for up to thirty (30) days. Upon expiry of that period, we may completely remove all of your Iridion User accounts together with all Iridion User Data that they may (still) have stored in Iridion.
Upon the termination becoming effective, you will erase or otherwise destroy all copies of the downloadable software, including apps or plugins that you may have obtained through your subscription to Iridion. With the exception of the download facility, you will also cease to use any part of Iridion even if it should still be available to you.
In the event we terminated the Agreement for a good cause attributable to you (aus von Ihnen zu vertretendem wichtigen Grund), we may make access to the download facility dependant on the payment of all outstanding fees, and prepayment of the fees for the relevant time during which the download facility is to be provided.
Notwithstanding any minimum term commitment, we may terminate the Agreement at any time with effect to the end of a calendar month, giving at least three months advance notice, if we declare, in our sole discretion and without any liability to you, that Iridion is end-of-life i.e. that we will cease to offer Iridion.
19. Changes to Iridion and the Agreement
We may, at any time and at our sole discretion, further develop and expand Iridion and may replace or update or extend certain functionalities of Iridion by functionally equivalent functions. We may select
and/or modify at our sole discretion the hardware, software and other equipment, including the associated documentation (e.g. operating instructions, application guides and specifications) and the configuration used to provide Iridion to you, provided that this does not materially impair the provision of Iridion to you. Where feasible, we will announce possible changes in Iridion that affect your Iridion User’s system requirements adequately in advance.
We may at any time change the terms of this Agreement and the other terms and conditions referenced by it, or add or remove functionality or implement other changes that require changes on your side, such as a change of your browser or the exporting of data. In this case, we will provide you with thirty (30) days’ notice by sending an email to the Customer Contact, and, at our discretion, also in other suitable forms. If you do nothing and continue to use Iridion after the change becomes effective, you are deemed to have accepted the changed terms.
If you do not want to accept the changed terms, you may terminate your subscription to Iridion with effect as of the date the change to the terms of the Agreement becomes effective. In this case, you must send us a notice at least in text-form, preferably through the Customer Contact.
If we have to implement a change because there is a requirement under Applicable Laws which cannot be reasonably and in a legally compliant manner be avoided or circumvented, we will still inform you of the changes, but you do not have a right to terminate.
The Fees and payment terms for Iridion are described in Fees and Payment Terms. With respect to adjustments of the Fees, the Fees and Payment Terms apply.
You understand that we may, at our sole discretion, use subcontractors and third-party suppliers for the performance of any of our obligations under the Agreement. Our obligations under section 9 shall not be limited thereby.
22. Export Control Regulations
Any of our obligations are subject to the proviso that fulfilment is not restricted by any impediments arising out of the Applicable Export Control Laws. With the submission of your proposal as per section 5, you represent that you are not a citizen of an embargoed country or a prohibited end user under Applicable Export Control Laws.
For the purpose of this section 22, the term “Goods” refers to hardware and/or software and/or technology as well as corresponding documentation that is made available to you in any form, regardless of the mode of provision and explicitly including software that is made available in SaaS form, including Iridion).
If you transfer Goods delivered by us, or works or services (including all kinds of technical support) performed by us, to a third party, or if you re-export such Goods, works or services (which includes making available software in SaaS Form, such as granting an Iridion User Account), you must comply with the Applicable Export Control Laws.
Prior to any transfer or export/re-export of Goods, works or services, you must in particular check and ensure by taking appropriate and verified contractual, technical and organizational measures that
- there will be no infringement of an embargo imposed by the Federal Republic of Germany and/or the European Union and/or the United States of America and/ or the United Nations by such transfer or export/re-export, by brokering of agreements concerning those Goods, works or services or by provision of other economic resources in connection with those Goods, works or services, also considering the limitations of domestic business and prohibitions of by-passing those embargos;
- such Goods, works and services 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 the you have obtained the required authorization;
- you are at all times in compliance with the regulations of all applicable “Sanctioned Party Lists” or “Denied Persons Lists” or similar lists of the Federal Republic of Germany, the European Union and the United States of America concerning the trading with entities, persons and organizations listed therein.
If so required to enable a competent export control or customs authority or us to conduct export control or customs checks, you will, upon our or such authority’ request, promptly provide us and the authority with all relevant information pertaining to the particular end-user or end-customer (e.g. the Iridion Users), the particular destination and the particular intended use of the Goods, works and services provided by us, as well as any export control restrictions required by Applicable Export Control Laws.
You will indemnify and hold us harmless from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any non-compliance of customer with this section 22 and any breach of Applicable Export Control Laws, and you will compensate us for all losses and expenses resulting thereof.
23. Special provisions for free subscriptions and trials
The terms of this section apply to subscription to free Service Packages and trial uses. They take precedence over any other term of the Agreement. Please read carefully, as this kind of access to Iridion is subject to certain limitations not applicable to a paid-for Service Package.
Under a subscription to a free Service Package for Iridion, we will provide Iridion to you without charge, but free Service Packages are subject to certain technical and functional limitations, as described in the Service Description. As a user of a free Service Package, you are under no obligation to purchase a paid-for Service Package, and we are under no obligation to offer you a paid- for Service Package.
We do not charge you for free Service Packages, and in turn you will not charge us for anything you do with, or submit to, Iridion, including Feedback.
There is no specific term for the free Service Package, but we do not warrant that free Service Packages will always be available. At any time, we may discontinue providing free Service Packages, or terminate or alter the technical or functional limitations of free Service Packages at any time, all at our sole discretion and without liability to you. We will try to give you four (4) weeks advance notice. You should not use a free Service Package with any data that you cannot afford to lose or with data of which you do not have a separate backup physically stored outside of Iridion, unless you intend to purchase a paid-for Service Package later. Keep this in mind when entering or creating or receiving data into Iridion under a free Service Package or a trial subscription.
Iridion is provided “as is” under the free Service Packages or trial subscriptions i.e. we will use
understand that Iridion may not be available at all times and that no Service Level Credits are available to you under a free Service Package or a trial use. You accept that the availability of Iridion may be less than the lowest commitment we give for paid-for Service Packages.
You understand and accept that you assume all risks of use, quality, and performance with respect to the use of the free Service Package or trial use. We disclaim any and all warranties with respect to Iridion and the related Documentation, whether express or implied, including specifically implied warranties of merchantability and fitness for a particular purpose. We disclaim any liability for any problems in or caused by your trial use of Iridion, whether direct, indirect, special, or consequential, including loss of profits.
Nothing in this section 23 intends to limit our mandatory statutory liability for intent, bodily damage, fraudulent behaviour, misrepresentation or under applicable product liability law. This also applies to any other liability which cannot, by Applicable Law, be excluded. Any other claims for damages based on whatever legal reason, in particular loss of profit, data and/or information, consequential harm caused by a defect, including infringement of duties arising in connection with the contract or tort, shall be excluded.
A trial subscription must be individually arranged with us, subject to the following conditions:
- You must have subscribed to a free Service Package, which will then, for the term of the trial, be upgraded to have the advanced functionalities that are usually only available in the paid-for Service Packages.
- We do not charge you for the trial, but the Service Level Agreement and in particular the commitments to pay Service Level Credits do not apply.
- Once your trial period nears its end, we may contact you to ask if you would like to purchase a paid-for Service Package.
- In the event you elect to upgrade to a paid-for Service Package, all of your existing Iridion Users and their Iridion User Data will be migrated and available under the new Service Package.
- In the event you do not want to purchase a paid-for Service Package, upon expiry of the trial term your Iridion tenacy will be downgraded again to the reduced set of functionalities available in the free Service Package, and all user accounts the exceed the included number of named users will be disabled.
- We may elect to cease offering new trials at any time.
24. General Provisions
24.1 Proprietary Rights
As to our trademarks, industrial design marks, names or domain names and to those of our suppliers (for the purpose of this clause, “Marks”), we and they retain ownership of all Intellectual Property Rights in all of the Marks associated with or used in or displayed with Iridion. You may not frame or utilize framing techniques to enclose any of our or our suppliers’ Marks, or other of our or our supplier’s proprietary information (including images, text, page layout, or form) without our express written consent. You may not use any meta tags or any other “hidden text” utilizing our or our suppliers’ Marks without the respective Mark owner’s written consent.
We may use your organization’s name, Mark and logo on our website. We may also use your organization’s name, Mark and logo in our marketing materials, provided you pre-approve such use, not to be unreasonably withheld. Without requiring prior approval we may state the fact that you are
our customer and that you are using Iridion, without revealing specifics about the relationship.
24.3 Independent Parties
You and we each act as an independent contractor and not as an agent, partner, or joint venture with the other Party for any purpose. Except as provided in the Agreement, neither you nor we shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other Party.
24.4 Entire Agreement, Written Form
The Agreement, and any documents incorporated or referenced to herein, constitute the entire agreement between you and us relating to the subject matter thereof and supersedes all prior agreements between you and us with respect to that subject matter, whether written or oral. The Agreement may only be amended in writing. The same applies to a waiver of the written form requirement.
You may not assign or transfer this Agreement, and any rights and licenses granted hereunder, unless otherwise provided for by mandatory statutory law. We may assign this Agreement without restriction and in compliance with all Applicable Law. Your rights under sec. 354a of the German Commercial Code (Handelsgesetzbuch, HGB) shall not be affected hereby.
24.6 Force Majeure
Neither Party will be responsible for failure of performance due to a Force Majeure Event.
24.7 No Waiver
It is not to be understood as a formal waiver if we do not exercise or enforce one of our legal rights or remedies contained in this Agreement. Those rights or remedies will still be available to us.
24.8 Titles and Headings
The titles and headings of the various sections and paragraphs in the Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of the Agreement.
In the event any individual provision of the Agreement is illegal, invalid, void, voidable or unenforceable, the remainder of the Agreement will continue in full force and effect. The Parties shall agree upon an effective provision that, insofar as legally possible, most closely reflects what the Parties intended. The Parties are aware of the German Federal Supreme Court’s (Bundesgerichtshof, BGH) case-law whereby a severability clause merely reverses the burden of proof. However, it is the express intention of the Parties to maintain the validity of the remaining provisions in all cases and thus to exclude the applicability of section 139 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) as a whole.
24.10 Applicable Law, court venue
Our contractual relationship shall be governed by the substantive law of Germany without regard to its principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded. Unless compulsive statutory law requires otherwise, the place of jurisdiction for all disputes between the parties arising out of or in connection with this agreement shall be at the courts with local jurisdiction for Bad Homburg
This Agreement is drawn in the English language. In some cases, we use German terms to be more precise in the context of German law, and in these cases, the German terms prevail.
Definitions for Iridion
The capitalized terms used in the TOS and the documents referenced therein are defined as follows:
“Acceptable Use Policy” means the rules and regulations that describe what we deem to be acceptable use of Iridion, what not, and what will happen if there is a violation of the AUP.
“Agreement” means, collectively, terms and conditions under which you are granted access to Iridion and all other documents referenced therein. The Agreement consists of the Terms of Service, together with the Service Description, Fees and Payment Terms, the Service Level Agreement, these Definitions, the Acceptable Use Policy, the Data Privacy Statement and, where applicable, the Data Processing Agreement and the End User License Agreement (EULA).
“Agreement Value” means the total amount of the recurring Fees you actually paid to us under the Agreement in the twelve (12) month period preceding the event that leads to liability or, if the term of the Agreement has been less than twelve (12) months, the total amount of the recurring Fees that would have been paid had the Agreement continued for twelve (12) months, calculated as per the median amount of the Fees that were already paid to Web Arts until the relevant event.
“Applicable Export Control Laws” means any national and international foreign trade and customs requirements or any embargos or other sanctions such as anti-terrorism-laws, denied persons lists or similar stipulated by the Federal Republic of Germany, the European Union, the United States of America and other applicable national export laws, e.g. from the country/jurisdiction where you or a Iridion User have its place of business. Applicable Export control Laws are a subset of Applicable Laws.
“Applicable Laws” means and includes all laws, statutes, regulations, directions, guidelines and codes of conduct of any governmental, regulatory or supervisory body of competent jurisdiction and any orders of any administration, regulator, supervisory authority, court or other tribunal of competent jurisdiction which are applicable to this agreement, you, us or to the performance of either your or our obligations under this agreement.
“Business Day” means the days of the week during which most businesses are operating, usually Monday to Friday except local public holidays or bank holidays. In order to determine the timeliness of a notice, the schedule of Business Days applicable to the receiving party shall prevail, while the timeliness of an action shall be determined by the schedule of Business Days applicable to the party obliged to take the action.
“Iridion” means, collectively, all “Iridion”, “Iridion by Web Arts” or similarly branded products and services provided by us to you in connection with Iridion, as further described in the Agreement.
“Iridion Support Portal” means a web based form of support from which the different forms of support provided by Web Arts can be accessed. The exact scope of the support is determined by the applicable service package.
“Confidential Information” means all information and data, which a Party has received orally, in writing, electronically or otherwise from or on behalf of the other Party in connection with the Agreement, including all business, commercial and technical information and data, unless, according to the judgment of a prudent business man, such information and data cannot be considered as being of confidential nature.
“Customer”, also referred to as “you”, means you, your business or organization who is party to the Agreement.
“Customer Contact” is a person within your business or organization who is assigned to be our primary contact and who has the authority to act on behalf of your business or organization in respect of all day-to- day activities relating to Iridion. This person must be named during the registration process, will also be the first Iridion User created in your Iridion Tenancy, and will therefore also (initially) hold the role of the Iridion Tenancy Administrator.
“Customer IT Policies” means the rules and regulations governing the use of your IT-Systems, e.g. your acceptable use policies.
“Documentation” means the technical and/or functional descriptions that are provided or made available along with Iridion. The Documentation will in general be provided online and includes, among other things, the description of performance characteristics, features or hardware and software requirements. If and to the extent required by the respective rights holder, the Documentation also comprises of the Open Source License texts or the special license conditions of a Freeware vendor or other commercial third party vendor of software.
“Defect” means a reproducible failure of Iridion to comply with the specification of Iridion as described in the Service Description.
“End User License Agreement” or “EULA” means a set of license terms and conditions for the use of software by end users. Depending on the context, the terms of a EULA may override the Terms of Service.
“Effective Date” means the date on which the Agreement comes into force, as further described in the Terms of Service.
“EU Data Protection Requirements” means the EU Data Protection Directive 95/46/EC, or any directive or regulation replacing it.
“Feedback” is defined in the Terms of Service.
“Fees” means the fees and prices for Iridion, as indicated in the Fees and Payment Terms.
“Force Majeure Event” means any event beyond the reasonable control of a Party, including (i) damage to or destruction or compulsory purchase (Enteignung) of the premises or other property belonging to the affected Party, (ii) fire, explosion, accident, lightning damage, electromagnetic interference; (iii) storm, earthquake, hurricane, tornado, flood, volcanic eruption or other natural disaster; (iv) war, threat of war, act of terrorism, insurrection, rebellion, riot or other civil unrest; (v) epidemics, pandemics, quarantine restrictions or other public health restrictions or advisories; (vi) strikes or lockouts or other labour interruptions; (vii) disruption to transport services; (viii) sanctions, embargoes or lack of materials, supplies or utilities, breaking off of diplomatic relations; (ix) the failure of any applicable governmental authority to issue any licenses or approvals, or the suspension, termination or revocation of any licenses or approvals, required for the operation of the affected Party’s business or the performance of services, or any other circumstance as a result of which performance by the affected party is prevented by law; or (x) on our side, the occurrence of any of the aforementioned events to one of our subcontractors or suppliers which result in their delay or failure to perform.
“Freeware” means a computer program which may be used without payment or other compensation (for example, by advertising). Freeware may be subject to special license conditions of the vendor, which, for example, may limit the right to distribute or redistribute the Freeware. Freeware may have functional limitations which a commercial version does not have. In general, the vendor of a freeware does not grant access to the source code of the freeware.
“Intellectual Property Rights” means copyrights (including moral rights), patents, protected designs, registered designs, design rights, utility models, trademarks, service marks, business secrets, know-how, database rights, personal rights, company or business names, domain names and other rights of a similar type, in any country or jurisdiction, including all registrations, applications for registration, rights to apply for registration and licenses for or relating to such rights.
“Iridion Portal” means the website where you log in to Iridion and where subscriptions to Iridion are entered into.
“Iridion User” means, collectively, the different kind of user accounts linked to a particular customer.
- “Iridion Full User” is a Iridion User account which can make use of the full functionality of Iridion, as compared to other accounts that have only limited functionality.
- “Iridion Guest User” means temporary accounts for users outside your business or organization, to whom you want to provide access to your Iridion Tenancy, at your responsibility and cost.
- “Iridion Cross Tenancy User” means an Iridion User created in another Iridion Tenancy and under another customer account, who is added to a Workspace of your Iridion Tenancy. Once the Iridion User from the other Iridion Tenancy has accepted the invitation, they have full access to the content of the specified Workspace, but they cannot access any other of your Workspaces. An Iridion Cross Tenancy User does not count against the number of Iridion User accounts you subscribed to.
You are responsible for all activities of your Iridion Users, of their compliance with the Agreement and in particular their compliance with the Acceptable Use Policy. Specifically, the term Iridion User comprises of the following kinds of users:
“Iridion User Administrator” is an Iridion User who has been granted access to the user management console for a particular Iridion Tenancy. The Iridion Administrator may create Iridion Users and may grant other Iridion Users access to the user management console, too to, thereby making them also a Iridion User Administrator. The first Iridion User that is automatically created upon signup will be made an Iridion User Administrator. We recommend that you use special care when selecting and storing the password for the account of the Iridion User Administrator.
“Iridion Workspace” refers to a workspace within Iridion assigned to a particular project, comprising of a number of items (messages, files, video, etc.) and content and tools provided by Iridion, which is shared between and viewable by all Iridion Users of that Workspace.
“Iridion User Contact Data” is defined in detail in the Data Privacy Statement.
“Iridion User Data” is defined in detail in the Data Privacy Statement.
“Iridion Support Data” is defined in detail in the Data Privacy Statement.
“Iridion Tenancy” means the logically separated segment or domain on the Iridion platform that is dedicated to your organization and your Iridion Users.
“Iridion Usage Data” is defined in detail in the Data Privacy Statement.
“Open Source Software” or “OSS” means a computer program which is, in principle, available at no costs, licensed under an Open Source License and that is available either (a) in source code form only, or (b) in (executable) object code form and the source code is delivered together with the executable code.
“Open Source License” or “OSS License” means license terms to a computer program that grant the user, beyond the right to use the computer program without license fee or royalty, rights of use which are usually reserved for the owner of the copyright to the computer program, such as the right to analyse the computer program as desired, to edit it, to merge it with other computer programs or to derive their own computer programs thereof, and to distribute the results to third parties (for the purpose of this paragraph, collectively referred to as “Work”). In turn, such license terms require that at least one of the following conditions is met: (a) the source code or design information regarding the Work must be made available; (b) the right to create derivative works regarding the Work must be granted; (c) a royalty-free license to any third party to use the intellectual property rights of the party embodied in the Work or (d) to identify the owner of the copyright to the unmodified Open Source Software. Open Source Licenses are, by example and without limitation, any version of the GNU General Public License (GPL) or the GNU Lesser General Public License (LGPL) or the Affero General Public License (AGPL) or similar open-source licenses, “free” licenses, and the general licenses to these as “public domain”.
“Party” refers to either you or us, and “Parties” to you and us, collectively.
“Personal Data” means individual elements of information concerning the personal or material circumstances of an identified or identifiable natural person, as defined by Applicable Laws.
“Professional Services” are individual, custom services rendered by us under terms negotiated separately from the Agreement. In the context of Iridion and depending on availability and technical feasibility, Professional Services might be used to establish individual interfaces between Iridion and other IT systems, or other consulting concerning the use of Iridion.
“Service Levels” means the service performance metrics with corresponding service level objectives for the provision of Iridion.
“Service Package” means the subscription plan to which you are subscribed. Depending on your Service Package, your use of Iridion may be subject to certain limitations, or include the use of additional functionalities not available to subscribers of other kinds of Service Packages.
“Standard” means any technical specification that is distributed, published, or otherwise made available by any consortium, standards organization, special interest group, or like entity, for the purpose of widespread industry adoption.
“Terms of Service” means the core terms and conditions under which we make Iridion available. It is part of the Agreement.
“Web Arts”, also referred to as “we”, means the legal entity with whom you enter into the Agreement. Unless specified explicitly otherwise, the contracting entity is Web Arts AG, Seifgrundstraße 2, 61348 Bad Homburg v. d. Höhe, Germany.
“User Help Desk” or UHD is a special helpdesk service that provides dedicated support for Iridion.
Acceptable Use Policy for Iridion
Version 1.0, as of 15th March 2016
At Web Arts, we want that you, your organization and your Iridion Users (hereinafter collectively referred to as “you”) and everyone else who uses Iridion enjoys a productive and disruption-free use of Iridion. This Acceptable Use Policy defines, which kinds of use of Iridion and which Iridion User Data is permitted and which is not. All use of Iridion is subject to this Acceptable Use Policy.
By accepting the Terms of Service, you have accepted this Acceptable Use Policy. If you do not or no longer want to accept this Acceptable Use Policy, cease to use Iridion. Ceasing to use Iridion does not, however, imply that the Agreement between you and Web Arts is terminated. If you want to terminate, a separate notice is required, and you must observe the applicable notice periods, as described in the Terms of Service. In the event of any conflicts between this Acceptable Use Policy (in particular its enforcement) and the Terms of Service, the Terms of Service shall control.
You may have your own acceptable use policy or similar framework of rules and regulations governing the use of your IT-systems (“Customer IT Policies”). You are free to subject your Iridion Users to such Customer IT Policies and enforce such Customer IT Policies internally, but we cannot address individual Customer IT Policies within Iridion. You agree and accept that the provision of Iridion to you shall solely be governed and determined by this Acceptable Use Policy.
Capitalized terms used herein have the meaning stated in Definitions, unless they are explicitly
3. Iridion User Content you may see on the Iridion
Iridion may be used all over the world and by people from many different backgrounds, cultures and jurisdictions. You understand and acknowledge that when using Iridion, you may be exposed to visual, written or audible communications, files, documents, videos, recordings, and any other material (“Iridion User Data”) that you may consider being inaccurate, offensive, indecent, or objectionable. Subject to any mandatory statutory liability of ours with respect to such Iridion User Data, we are not liable for any damages you allege to incur as a result of such Iridion User Data.
4. Your liability for Iridion User Data
You are responsible for all Iridion User Data that you upload, publish, display, link to or otherwise make available (“Publish”) on Iridion in connection with your Iridion User account(s). You are also responsible for any interaction you make with other Iridion Users. Your organization has this responsibility with respect to the Iridion User Data of all of its Iridion Users.
We do not take any responsibility and assume no liability for any Iridion User Data that you or your fellow Iridion Users post, or which other third parties send to you through Iridion. Without limitation to our general obligation to provide Iridion in a manner that is compliant with Applicable Laws, in particular data protection laws, you understand and agree that any loss or damage of any kind that occurs as a result of the use of any Iridion User Data that you willingly send, upload, download, stream, post, transmit, display, publish or otherwise make available or access through your use of Iridion is solely your responsibility.
You acknowledge that we have no control, and are not responsible for, the privacy of any Iridion User Data that you or someone else among your Iridion Users have willingly shared with others. You will always use proper caution when giving out any Personal Data or sensitive information to others.
5. Iridion User Data that is not acceptable
You agree not to upload, post, email, store, transmit, or otherwise make available through Iridion any Iridion User Data that
- is obviously unlawful, threatening, defamatory, invasive of another’s privacy, or, with reasons, deemed by Web Arts to be racially, ethically, or otherwise not acceptable;
- is unsolicited or unauthorized advertising, promotional materials, so-called junk mail or spam mail, so-called chain-letters or pyramid schemes, affiliate links, or any other form of solicitation, save for your internal purposes;
- contains viruses, worms, Trojan horses, malware, infected or corrupted files, hoaxes, or other items of a destructive or deceptive nature;
- violates third-party rights of any kind, including without limitation any Intellectual Property Rights;
- contains any information or content where we reasonably suspect that you do not have a right to make available under any Applicable Law;
- violates an individual’s publicity or privacy rights or
- harms or interferes with any part of Iridion and its underlying infrastructure.
When determining if Iridion User Data is not acceptable, we will take into account if the relevant Iridion User Data is available only to you or your fellow Iridion Users or if it is made widely available.
6. Uses and practices that are not acceptable
You will not, and will not allow or instigate third parties to, use Iridion
- for any unlawful, infringing, defamatory, or fraudulent purpose;
- to collect or harvest any personally identifiable information, including account names, from Iridion, save where you have the explicit permission of the affected Iridion Users;
- with any automated system, including without limitation, “robots,” “spiders,” “scrapers”, “bots”, “offline readers,” etc., that access Iridion in a manner that sends more requests, pings or other messages to the systems providing Iridion than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
- to interfere with the use of Iridion by other Iridion Users, or the IT infrastructure used to provide Iridion. In particular, you agree not to, and to not allow or instigate third parties, attempt in any way to make an effort to temporarily or indefinitely interrupt or suspend the services of a machine or network resource providing Iridion and render it unavailable e.g. any DoS (Denial of Service)-type or DDoS (Distributed Denial of Service)-type attack;
- to alter, disable, interfere with or circumvent any security or access control aspect of Iridion;
- to test or reverse-engineer Iridion in order to find limitations, vulnerabilities or evade filtering capabilities, save where explicitly permitted by Applicable Law.
- You may not resell Iridion User accounts.
- You may not share Iridion User accounts between users from different organizations by mechanisms other than those designated for that within Iridion.
We reserve the right to take similar practices into account in order to determine if a particular behaviour is not an acceptable use of Iridion.
7. Subpoenas, warrants, and/or orders
We will comply with and respond to valid (as we will determine in our sole discretion) subpoenas, warrants, and/or orders issued by a court or an authority received in relation to Iridion User Data, without liability to you. If permitted by Applicable Laws, we will first forward such subpoenas, warrants, and/or orders to you so that you may respond. However, we may comply and respond without informing you if we are not permitted to do so and/or if by not responding at once we might infringe Applicable Laws.
8. Reporting Violations of the Acceptable Use Policy
We will not generally monitor Iridion User Data. Reports of alleged violations of the Acceptable Use Policy should be sent to our user helpdesk. Reports should include as much information as possible, in particular your name and contact information, the place inside Iridion where the violation took place, and a description of the alleged violation. Unless otherwise required by Applicable Laws, we assume no general duty to respond to alleged violations. We will review all verified reports and will take such actions as it deems appropriate in our sole discretion.
9. How we resolve violations of the Acceptable Use Policy
It is our goal to mitigate any interruptions of your use of Iridion while at the same time we want to swiftly resolve potential violations of this Acceptable Use Policy. Our staff is dedicated to working with you in resolving potential violations.
We may block or remove any Iridion User Data if so required by Applicable Law, e.g. when we receive a take-down order from a court. We shall also follow any blocking or removal requirements issued by you. If a request for blocking or removal comes from a third party, we will, where legally feasible, first consult with you through the Customer Contact. You accept and acknowledge that in some countries Applicable Law may require us to access your account, and inspect and possibly remove the Iridion User Data stored therein without first consulting with you.
The following description is provided for informational purposes only and should be seen as a framework of processes with respect to resolving potential violations. Timing for resolution differs according to the degree of the violation, the nature of the violation, involvement of law enforcement, involvement of third party litigation, or other related factors.
- Once we were notices that this Acceptable Use Policy may have been violated, a ticket and message will be generated to provide you with information regarding the case. Usually, we will request further information or, in obvious cases, notify you of the potential violation and the required actions to resolve the issue.
- Once a violation of the Acceptable Use Policy was established, information specific to the violation will be added to the ticket. This will also include any additional facts about the situation and will be resent to the Customer Contact. Thereby, you will be notified of the action required to resolve the violation.
- In the event you disregard the notice, or fail to properly address it within the period granted by us to remedy the violation, or if the violation continues, we will disable the affected Iridion User account(s) and/or the related Conversations. Access may then be achieved only through a private service network connection and for your individual resolution. As soon as the violation is addressed, access shall be restored and service will continue as normal.
- If you fail to address the violation and also fail to resolve the violation, we may suspend all access to Iridion. This is a last resort and only results if you fail to participate in the resolution process. If, thereafter, the issue is not resolved by you without undue delay, we may permanently suspend Iridion for the remainder of the term of the Agreement, without liability but also without any reduction of fees. All outstanding fees shall become due immediately; we may reclaim all resources dedicated to your use of Iridion and may destroy your Iridion User Data.
10. Consequences of violations
We may, at our option and without liability, permanently or temporarily suspend the account of an Iridion User or otherwise refuse to permit access to Iridion, if we determine that the Iridion User account is used contrary to this Acceptable Use Policy or the Terms of Service. We will provide you, your organization’s Customer Contact with notice of improper usage before suspension or termination of the relevant Iridion User account, unless due to the nature of the usage it is essential to act as quickly as possible to prevent damage. In particular but without limitation, we may do so if we become aware of any of the following prohibited actions:
- an attempt to interfere with, or compromise the integrity or security of, or attempt to decipher any transmissions to or from, the servers and other underlying infrastructure running or providing Iridion;
- any action that imposes, or, as determined by us at our sole discretion, may impose, an unreasonable or disproportionately large load on the servers and other underlying infrastructure running or providing Iridion;
- an attempt to interfere with the proper working of Iridion or to bypass the security measures we may use to prevent or restrict access to Iridion, including, but not limited to, registering with an invalid email address.
11. Changes to this Acceptable Use Policy
We encourage you to periodically review this Acceptable Use Policy. We may occasionally update this Acceptable Use Policy to reflect customer feedback, changes in Iridion, and updates to Applicable Laws. Prior to making such changes effective, we will notify you and your organization in advance through the Customer Contact and the Iridion Administrator by posting a notice on the Iridion login page. We will provide a link under which you can review the updated statement. Depending on your or your organization’s settings, we may instead, or in addition, send a notification email, and/or post a message inside Iridion. These notification(s) will be made independent of, and do not in
Data Privacy Statement for Iridion
Version 1.0, as of 15th March 2016
We are committed to protect the privacy of everyone who uses Iridion. This Data Privacy Statement applies to the Personal Data collected by us through your use of Iridion. It does not apply to any other of our online- or offline-provided products, sites, or services.
You or your organization may also have entered into the separate Data Processing Agreement. That Data Processing Agreement is complemented by this Data Privacy Statement. In the event of any conflicts, the Data Processing Agreement will take precedence over this Data Privacy Agreement.
If you have questions concerning the Data Privacy Statement, the Data Processing Agreement or any other contractual or legal aspect of your use of Iridion, please first contact the person(s) within your organization responsible for Iridion, or your organizations’ data protection officer. You can always contact our data protection officer, too. You will find the contact details at https://www.iridion.com/legal-notice/
Capitalized terms used herein have the meaning stated in Definitions, unless they are explicitly
3. Iridion Tenancies
The IT infrastructure hosting Iridion is organized into logically separated segments for each customer, the Iridion Tenancies. Your organization’s Iridion Tenancy is created during the signup process and all Iridion Users assigned by your organization are part of that Iridion Tenancy. Your Iridion Guest Users will temporarily become part of, and have access to, some of the material inside your Iridion Tenancy, as controlled by you.
Your organization has administrative control of its Iridion Tenancy though the Iridion Administrator. We strongly recommend that you implement additional organisational measures in addition to those described in this document to internally limit access to the Iridion Administrator’s account to authorized persons only.
4. Data handled by us through Iridion
“Personal Data” as used herein refers to individual elements of information that are related to, or relatable, to a person, such as you. When you use Iridion, different kinds of Personal Data are submitted to, collected by and stored inside the IT infrastructure that hosts Iridion. We want you to understand what kinds of Personal Data we collect, store and process, and for which purposes. Typically, Personal Data is included with Iridion User Data, Iridion User Contact Data, Iridion Usage Data, and Iridion Support Data.
“Iridion User Data” is all information that you submit to Iridion, receive through Iridion or generate though your use of Iridion. Iridion User Data may be part of your messages, documents, spreadsheets or other content of your Workspaces. We assume that all such Iridion User Data is submitted to Iridion with your consent. We make no claim of ownership to any of your Iridion User Data, but all Iridion User Data must comply with the Acceptable Use Policy.
“Iridion User Contact Data” is contact information about a particular Iridion User, including name, address, phone number, email and other information that such Iridion User enters into its profile or which we may collect through that Iridion User’s use of Iridion. In some cases, Iridion User Contact Data may also be submitted to Iridion through your organizations use of Iridion’s administrative facilities, e.g. during setup phase. We assume that all such Iridion User Contact Data is submitted to Iridion with your consent.
We use Iridion User Contact Data for the purpose of fulfilling the Agreement, to complete the transactions requested by you or your organization, and to detect and prevent fraud or abuse, e.g. to contact you to determine if there is a violation of the Acceptable Use Policy.
“Iridion Usage Data” is information about you and your fellow Iridion User’s use of Iridion, and about the general use of the IT infrastructure used to provide Iridion. Iridion Usage Data includes, for example, information about the number of active Iridion Users, IP-addresses from where the Iridion Users log in, activity of the Iridion Users, used bandwidth, used storage space or CPU capacity, timestamps, and the like, and the data derived therefrom by means of analytics, e.g. trends in the usage of Iridion. Some Iridion Usage Data contains Personal Data.
We use Iridion Usage Data to better operate and constantly improve Iridion and to optimize the underlying IT-infrastructure. We may also use Iridion Usage Data to detect and prevent fraud, abuse and incidents or patterns or trends that may be relevant for Iridion’s stability and security, e.g. attempts to penetrate the security of Iridion or a denial-of-service attack against Iridion.
Sometimes we will compile Iridion Usage Data into an aggregated form or perform analytics of Iridion Usage Data resulting in a very summarized and abstract form, so that it can no longer be related to a natural person. We may make such data available to other customers, suppliers, or third parties, e.g. to determine availability, system load, correct sizing, or for marketing purposes. This data is neither used to identify you or other Iridion Users, nor to create any directly person-related or pseudonymized user profiles.
“Iridion Support Data” is information we collect when you submit a service request. Iridion Support Data may include information about your hardware/software environment when the Incident occurred, time/date, username or other authentication information, content of the Conversation, data resulting from diagnostics, system and registry data, error-tracking log files, screenshots and other details related to the Incident.
We will use Iridion Support Data solely to provide support, e.g. via online chat/conversation, phone, email, or other. With your permission, we may remotely access to temporarily control your client system. With your permission, online chat sessions or conversations, phone conversations, or remote access sessions with our support staff may be then recorded and/or monitored.
5. Personal Data about the Customer Contact and the Iridion Tenancy Administrator
Your organisation appointed a Customer Contact to act as a single point of contact to us, and an Iridion Administrator who has access to the administrative functions of your Iridion Tenancy.
We will occasionally contact the Customer Contact and the Iridion Administrator to provide information about new subscriptions, billing and important operational information about Iridion, e.g. planned downtimes or security incidents, or to resolve violations of the Acceptable Use Policy. Usually, this will be done through email, but if the case at hand requires immediate action, we may use other channels of information, e.g. instant messages, telephone or texting.
7. Web Local Storage
Iridion uses “Web Local Storage” which is a technology supported by most modern web browsers that allows web applications to store data on your computer. It is similar to cookies, but more structured. This data is subject to the same security measures as cookies are, e.g. data stored by one web-site is not accessible to other web-sites. Iridion might use your browser’s Web Local Storage functionality to provide a local cache for frequently accessed data in order to improve the speed of use and to reduce network traffic. This local data is encrypted and it will never be transmitted back to the servers providing Iridion.
8. Disclosure of your Personal Data
We will not disclose Iridion User Data, Iridion User Contact Data, Iridion Usage Data or Iridion Support Data to third parties, unless permitted by law or except as you direct, or as described in the Agreement, the Data Processing Agreement or this Data Privacy Statement. We will use such data only to the extent necessary for the performance of our contractual duties.
We occasionally contract with third parties to supply us with services and products such as customer support, data management, and IT infrastructure services. We may provide these third parties with access to Iridion User Data, Iridion User Contact Data, Iridion Usage Data or Iridion Support Data, or store such data with them or let them process it to the extent necessary for them to render their services or deliver their products. These third parties are required to maintain the confidentiality of the data and are prohibited from using it for any purpose other than that for which they are engaged by us. To the extent Personal Data is affected, we make any necessary arrangements that are required by Applicable Laws for a legally compliant collection, storing or processing or transfer of Personal Data by or to these third parties.
In order to fulfil the Agreement, we may share the contact data given to us during the signup-process with third parties for purposes of fraud prevention, export control clearance or other legally required checks, or in order to process payment transactions. We do not share any of your data with advertisers.
We will not disclose your data to a third party (including law enforcement, other government entity, or civil litigant and excluding our subcontractors, see above) except as you or your organization direct us or unless we are required to do so by Applicable Laws. In the event a third party requires us to hand over your data, and if permitted by Applicable Laws, we will first inform the third party to request the data directly from you or your organization. As part of that process, we may provide the contact information of the Customer Contact to the third party. If we should be forced by Applicable Laws to hand over your data to the third party or grant access to it, we will use commercially reasonable efforts to notify you in advance, provided this is not prohibited by Applicable Laws.
9. Accessing, Correcting and Deleting Your Information
Between us and you, you are responsible for all Iridion Users you sign up to Iridion and all Iridion User Data they generate. The management of the Personal Data of these Iridion Users is a task that is handled by you, e.g. by making use of the administrative facilities of Iridion available to the Iridion Administrator. We will generally forward requests from individual Iridion Users to your organization and obtain consent before responding to such requests, unless Applicable Law requires immediate action by us.
You may access, correct or delete Personal Data stored within Iridion by using the tools provided within Iridion (for example, editing your profile information) or through the administration console with the help of your organizations’ Iridion Administrator, or, depending on your Service Package, by contacting our service desk. Changes you make to your information take immediate effect on your Iridion Tenancy. All Iridion User Contact Data and Iridion User Data will be kept in secure storage and are included in our standard data backup process.
We have implemented appropriate technical and organizational measures, internal controls, and information security routines intended to protect your Personal Data against accidental loss, destruction, or alteration; unauthorized disclosure or access; or unlawful destruction. The specific arrangements about the security measures are part of the Data Processing Agreement in place between you and us.
11. Data Location
Your Personal Data stored in Iridion, is stored and processed in Germany. We will make any necessary arrangements as required by Applicable Laws for a legally compliant transfer, or processing, of Personal Data.
12. Changes to this Privacy Statement
We may occasionally update this Data Privacy Statement to reflect customer feedback, changes in Iridion, and updates to Applicable Laws. Prior to making such changes effective, we will notify you in advance by posting a notice on the Iridion login page. We will provide a link under which you can review the updated statement. Depending on your or your organization’s settings, we may instead, or in addition, send a notification email, and/or post a message inside Iridion. These notification(s) will be made independent of, and do not intend to limit, any notification procedure agreed with your organization in the Agreement. We encourage you to periodically review this Data Privacy Statement to learn how we are protecting your data. Unless required or permitted by Applicable Law, such changes only apply to Personal Data collected from the date the change becomes effective.
13. How to Contact Us
We welcome your comments. If you have questions about Iridion, our privacy and security commitments, please contact us through one of the channels listed at https://www.iridion.com/legal- notice.
14. Data Protection Officer
You may address any concern about our use of your Personal Data to our Data Protection Officer. You may also send any inquiries about information on our use of your Personal Data, as well as requests for the blocking or deletion or correction of your Personal Data, to the Data Protection Officer. The Data Protection Officer can be contacted by e-mail: email@example.com.
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Fees and Payment Terms for Iridion
Version 1.0, as of 15th March 2016
1. Fees & Pricing plan
1.1 Monthly Fees
a) Service Packages
Iridion is available in the following packages and corresponding monthly fees:
Monthly basic fee
# of named users included
# of workspaces
Monthly fee per additional user
Storage volume limit
b) Package Options
Package options are either increments of existing or new functionality as add-on to available packages, which may be available in future.
Fees with a fixed amount will be invoiced and charged per calendar month and in advance. They will be adjusted pro rata temporis for the remainder of the calendar month in which you sign up for Iridion and for the calendar month in which your subscription ends. We will endeavour to arrange and process individually arranged billing cycles, if required. Please note that in this case we will continue to use a calendar month as a basis for the calculation of the service levels as per the Service Level Agreement. This may result in Service Level Credits being credited to your invoice a month later.
If your use of Iridion exceeds the limits of any included consumption volume, e.g. storage capacity, additional fees may apply, as set forth above. Such costs will be clearly stated before the cost occurs and our then current list prices shall apply.
We may charge you separately for any service or item or functionality that is not within the scope of the Service Description, e.g. Professional Services. In these cases, our then current list prices for such services or items or functionalities shall apply. Where such services are charged on a time/material basis, they are calculated based on working time, travel and waiting time expended. Where hourly or monthly rates are billed, each hour or month started is billed using a pro-rated billing rate. For services provided outside of our normal working hours, surcharges apply. We may also charge you for ancillary costs, e.g. costs for necessary travel and lodging. You may, at any time before ordering additional services, ask us for the current list prices and the working hours applicable to your location.
All invoices for Iridion will automatically be sent via email to the email address you specified. Emailed invoices are deemed to have been received by you on the date that they were sent to you. A paper copy can be sent upon request, but this will not postpone the date of receipt.
3. Payment terms
You agree that we may charge you through the payment instrument that you specified when you signed up for Iridion (e.g. credit card, direct debit to your account, etc.) to charge all amounts that become due while you use Iridion, including any recurring charges. You must make sure that the payment instrument you specified is valid and chargeable by us whenever fees become due.
Generally, all amounts are payable and due ten (10) days from the date of our invoice, without offsets or deductions of any kind. Payment must be made in the currency indicated on the invoice.
If you have submitted a credit card as the payment instrument, the credit card may be also charged at the date of our invoice.
If you authorized us to make a recurring charge to your credit card, we may charge the outstanding amounts automatically and upon the respective due date to your card, usually every month. One-time payments shall, however, be charged as soon as they become due as per the invoice.
If you authorized us to make a direct debit to your account, we may charge the outstanding amounts automatically and upon the respective due date. One-time payments shall, however, be charged to your account no earlier than five (5) working days after receipt of the invoice. You are responsible to ensure that there are sufficient funds in your account at the due date(s) and if not, you shall compensate us for any cost or loss resulting from that.
If your bank account is with a bank located in the Single Euro Payments Area (SEPA), you may be asked to provide a SEPA mandate to authorize us to debit your account. You agree that the advance notice period before the account is debited is one (1) day.
Except as expressly set forth otherwise in this Agreement, all your payments are non-cancellable and non-refundable. This also applies to any prepaid amounts if we terminate the Agreement for a good cause attributable (vertreten müssen) to you.
4. Disputes and late charges
If you believe that your invoice is incorrect, you must contact us in writing within sixty (60) days of the date of the invoice showing the amount in question to be eligible to receive an adjustment or credit. This period of time may be adjusted as per the SEPA mandate, where applicable.
You may only offset or withhold payments if we have expressly agreed to this in writing, or if your claims are undisputed by us, or if they are finally established by a competent court or authority. Please note that if you simply stop paying our invoices, we may suspend your access to Iridion for non- payment of undisputed fees.
We may charge you interest at the then current, highest permissible statutory rate for businesses on any monthly payment that is not being reasonably disputed by you and that is not received when due. If legal enforcement or third party collection efforts are necessary, you shall pay all reasonable legal fees and costs incurred by us, subject to statutory limitations thereof.
The Fees are exclusive of all taxes, levies, or duties. You are solely responsible for payment of all such taxes, levies, or duties, excluding only the taxes based solely on our income.
If we have a legal obligation to pay or collect taxes to taxing authorities for which you are responsible, the appropriate amount shall be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
6. Changes to Fees
We may at any time adjust the Fees, provided that such adjustment reflects objectively justified changes in our costs for personnel, material, hosting, third-party provided services for Iridion or other costs factors. In this case, we will provide you with thirty (30) days prior notice by sending an email to your Customer Contact. If a minimum term was agreed, we shall only increase the Fees once the first twelve (12) months of such a minimum term have expired.
If you do not want to accept the adjustment, you may extraordinarily terminate (außerordentliche Kündigung) your subscription to Iridion with effect as of the date the adjustment becomes effective. In this case, you will send us a written notice, e.g. through the Customer Contact.
If the change to the Fees is mandatory for us because of Applicable Laws, e.g. due to a change in taxes, we will still inform you of the changes, but you will not have the right for extraordinary termination.
We may, at any time, add features and functionalities to Iridion that we may make available only for additional fees.
Service Level Agreement for Iridion
Version 1.0, as of 15 March 2016
In addition to the terms defined elsewhere in the Agreement, the following definitions apply:
- “Availability” means the time during which Iridion is available for access and use, subject to the exclusions described in this document, in particular section 2.
- “Availability Exceptions” means circumstances which are beyond our control and under which Iridion cannot be provided in accordance with our commitments, as outlined below in section 2.1 c) .
- “Contracted Month” means a full monthly billing cycle during the term of the subscription, as per the Fees and Payment Terms or as individually agreed with you.
- “Downtime” means the total minutes in a Contracted Month during which the entirety of Iridion is unavailable.
- “Incident” is an event that affects the delivery of Iridion, e.g. a case of non-performance of Iridion, or the failure to achieve a Service Level.
- “Problem” is the underlying root cause of a single or a series of Incidents
- “Resolution” means the measures taken to resolve an Incident. A Resolution can also be aworkaround.
- “Response Time” means the time between receipt of a service request by the UHD and the time the UHD first responds to that service request, subject to the applicable Service Hours
- “Service Day” means a day on which Web Arts provides a particular Iridion Support Service, such as the UHD. Service Days for different Iridion support Services may vary, depending on therelevant Iridion Support Service and the applicable Iridion Support Plan.
- “Service Hours” means the times on a Service Day on which a particular Iridion Support Service such as the UHD is available. Service Times may vary, depending on the relevant Iridion Support Service and the applicable Iridion Support Plan.
- “Verified Downtime” means Downtime claimed by you and verified by us, as set forth in this document.
2. Availability of Iridion
We will use commercially reasonable efforts to provide Iridion with 99.9% Availability, except for Downtimes within the scope of the following exclusions:
a) Scheduled Maintenance
This is Downtime scheduled in advance to install bug-fixes, updates, and to conduct other maintenance work. Scheduled Maintenance will, in general, be done outside times of peak use of Iridion. You will be notified about Scheduled Maintenance in text-form at least two (2) days in advance.
b) Emergency Maintenance
In urgent cases, Downtime may be scheduled immediately if it is required to prevent or avoid damages, or to install bug-fixes which cannot be delayed until the next Scheduled Maintenance period, e.g. a security fix for a vulnerability that is considered to be “high”. We will attempt to notify you, but a shorter notice period than for Scheduled Maintenance may apply.
c) Availability Exceptions
These are Downtimes caused by:
- Force Majeure Events;
- Problems, Incidents and Defects caused by you, such as
- You, despite our warnings, continue to use Iridion in a manner that is dangerous or wrongful, in particular if such use violates the Acceptable Use Policy;
- Any unauthorized action or inaction from you or your employees, agents, contractors, or vendors with respect to Iridion, or if any unauthorized person gains access to Iridion by using your passwords or equipment without your permission;
- Your failure to adhere to any required configurations, platforms, software or hardware;
- Problems, Incidents and Defects caused by third parties’ software (including any third party services or software such as browsers that you use) or third parties’ hardware (including your network equipment), provided these are not under our control or were not recommended for Iridion;
- Failure of the Internet connection between you and our point-of-presence for the IT- Infrastructure providing Iridion;
Also excluded are any downtimes affecting Iridion User accounts that were not subject to a paid-for Service Package, such as free Service Packages and trial uses.
3. Support for Iridion Users
3.1 We provide the following support to Iridion Users:
- User Help Desk (UHD),
- Processing of service requests, i.e. the opening of tickets for Defects.
Service requests to the User Help Desk can be submitted by using the internal chat functionality, or
The settlement of the website via credit card takes place:
HUELLEMANN & STRAUSS ONLINESERVICES S.à r.l.
1, Place du Marché
R.C.S. Luxembourg B 144133
E-Mail: info @ hso-services.com