Terms Of Use
May 04, 2023 — Version 1.1
1.
Scope of Application and General Provisions
1.1.
These Terms of Use (hereinafter referred to as “ToU”) apply to the provision and use of Summie’s cross-platform Software-as-a-Service (hereinafter referred to as “SaaS”) to record, summarize and analyze audio content (hereinafter referred to as "Software"). Provider of the Software is
Solid Rock Ventures UG (haftungsbeschränkt)
Hofener Straße 55
74357 Bönnigheim, Germany,
registered at Handelsregister Amtsgericht Charlottenburg, HRB 141793 B,
VAT-Id DE301132545
with David Barnowsky being the Managing Director and having the editorial responsibility (hereinafter referred to as "Summie").
Free services offered by Summie address both consumers (Verbraucher) pursuant to Section 13 German Civil Code, and businesses (Unternehmer) pursuant to Section 14 German Civil Code (together hereinafter referred to as “Customer”, and together with Summie the “Parties”).
2.
Conclusion of Contract
2.1.
To access the Service, the Customer must first select a supported login method to start the signup process. Subsequently, by checking the respective boxes, the Customer accepts the then current versions of Summie’s ToU and Privacy Policy. By clicking on the button "Create Account", the Customer accepts Summie's offer to conclude a contract (the "Contract") including these ToU.
3.
Scope of Services
3.1.
The Software is a cross-platform SaaS application to record, transcribe, summarize and analyze audio files. The provision of the Software shall hereinafter be referred to as the “Service”.
The Software is an application usable in a browser (hereinafter called “Web-Version”) or a mobile application distributed by the app stores (hereinafter called “Mobile-Version”) of Apple (AppStore) and Google (PlayStore). Customers must provide the technical prerequisites for using the Software themselves and at their own expense. This includes a compatible device, and in the case of using the Mobile-Version access to an app store and a sufficiently fast and stable internet connection. Using the offering or software of the companies Apple or Google requires a separate contractual relationship between the Customer and Apple or Google. This separate contractual relationship is subject to different terms and conditions than those presented in these ToU. Summie has no influence on the behavior, business policy, or terms and conditions of the companies Apple or Google.
3.2.
Summie may offer free plans (each a “Free Plan”) and paid plans (each a “Paid Plan”) for using the Service. The individually agreed scope of Service of the Contract between the Customer and Summie shall be based on the respective Free Plan or Paid Plan as described on the Pricing Page available at www.summie.ai/#pricing and selected by the Customer (such selected plan the "Plan"). The Service owed by Summie according to the contractually agreed scope of Service shall hereinafter be referred to as "Contractual Services"; the term "Software" shall only include those parts of the Software which are covered by the contractually agreed scope of services.
3.3.
The Customer may upgrade from a Free Plan to a Paid Plan, or switch to a more comprehensive Paid Plan at any time; in this case, from the time of the switch the details concerning the scope of services, remuneration, etc. of the new Plan stated on the Pricing Page shall apply. A switch to a cheaper Plan is only permissible with the consent of Summie or if the notice period specified in these ToU or on the Pricing Page is observed.
3.4.
Summie retains the right to remove specific features from the Free Plans at its sole discretion.
3.5.
If the Customer purchases a Paid Plan for the use of the Software on the Apple AppStore and / or the Google PlayStore, you are not entering into a contractual relationship with Summie but with the operator of the respective app store.
4.
Use of the Software by the Customer
4.1.
The Software is used by means of telecommunications via a web browser or a stand-alone mobile application.
4.2.
The Customer may only use the access to the Software for the contractually agreed purpose.
4.3.
The Customer undertakes to take appropriate security precautions to ensure that access to the Software is not used by unauthorized persons. Such security precautions include specifically the use of a secure password.
4.4.
The Customer may only enter or upload data, texts and content into the Software
that comply with applicable law;
that do not infringe third party rights; and
to the recording and or uploading of which the Customer is legally entitled without any restrictions.
The Customer agrees that Summie may process the content uploaded by the Customer for the purposes of this Contract, in particular that Summie stores such content and makes it available for retrieval.
Summie reserves the right to delete any content uploaded by the Customer if there are reasonable grounds to believe that the content does not comply with the provisions of these ToU.
4.5.
The Customer agrees not to upload, transmit, support, incite, promote or otherwise make available any content that is or could reasonably be viewed as unlawful, racist, hostile, violent, discriminatory (including relating to race, religion, sex, sexual orientation, age, disability, ancestry or national origin), harmful, harassing, defamatory, vulgar, obscene or otherwise objectionable or which contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
4.6.
The Customer indemnifies and holds Summie harmless from all claims by third parties (in particular from claims arising out of breach of copyright, competition, trademark or data protection law) that are asserted against Summie in connection with the Customer’s use of the Software insofar as such claims do not result from wilful or grossly negligent behaviour of Summie or its legal representatives or agents (gesetzliche Vertreter oder Erfüllungsgehilfen). This indemnification obligation comprises the reimbursement for appropriate costs that Summie incurred in the course of asserting or defending its legal rights in this context.
5.
Compensation and Terms of Payment
5.1.
The compensation for the use of the Software by the Customer and the respective terms of payment shall be based on the Pricing Page. The Contract is governed by the current version of the Pricing Page at the time the Contract is concluded or the switch to a more comprehensive Paid Plan or the upgrade from a Free Plan to a Paid Plan according to Section 3 is performed (in the applicable version the "Pricing Page").
5.2.
Summie may offer various Paid Plans according to the Pricing Page, including but not limited to subscription-based Plans or volume-based access Plans. The Paid Plans can either be concluded directly through the Summie web application or through the app stores of Apple (App Store) and Google (Play Store). In the case of the app stores, the contractual and usage terms and conditions of Apple or Google apply to these contracts. Please inform yourself about these contractual and usage terms and conditions at the app store of your choice. The subscriptions are billed by Apple or Google in their own responsibility, who will also issue corresponding invoices to you and settle them directly with you.
5.3.
Please note that when concluding a contract through an in-app purchase, the cancellation policy of the app store you have chosen applies. The declaration of cancellation can only be made to the app store you have chosen, and you can only cancel the subscription with Apple or Google. For technical and legal reasons, we cannot process a cancellation and/or termination.
5.4.
The available payment options are detailed on the Pricing Page. If the Pricing Page does not contain any provisions on the payment options, payments can be made via credit card in the case of the web app or through the respective app stores' payment methods.
6.
Scope of Application and General Provisions
6.1.
We strive to provide only accurate and complete information on "Summie". However, we do not guarantee the timeliness, accuracy, and completeness of the information provided.
6.2.
With regard to the conclusion of a subscription on the app stores, the warranty conditions agreed upon in the contract with the app store of your choice apply.
6.3.
Our liability for intent or gross negligence and for culpable injury to life, body, or health (personal injury) is always unlimited.
6.4.
With the exception of personal injury, we are liable for slight negligence only in the case of a breach of cardinal obligations (duties, the fulfillment of which enables the proper execution of the contract and on whose compliance the contractual partner may regularly rely), and the liability is then limited to contractually typical and foreseeable damages at the time of the contract's conclusion.
6.5.
The above limitation of liability also applies in favor of our officers, employees, and agents.
7.
Non-contractual Use, Damages
7.1.
For each case in which a Contractual Service is used unauthorisedly under the responsibility of the Customer, the Customer shall pay damages in the amount of the compensation that would have been due for the contractual use under the minimum contract period applicable to this Service. The Customer reserves the right to prove that the Customer is not responsible for the unauthorised use or that there is no damage or considerably less damage.
7.2.
Summie remains entitled to claim further damages.
8.
Scope of Application and General Provisions
8.1.
The Software is protected by copyright. Summie represents that the general operation of the Software is permitted by law, does not violate any statutes, regulations or directives and, in particular, does not infringe on any third party rights. Summmie undertakes to indemnify the Customer against legitimate third party claims due to the operation of the Software and to compensate the Customer for any damage incurred in this context (including reasonable costs of legal defense) in accordance with Section 6.
8.2.
The Customer shall have the non-transferrable, non-exclusive right, temporally restricted to the term of the Contract, to use the Service for the contractual purpose agreed under the Contract. The Customer shall not obtain any rights beyond this. In particular, the Customer is not entitled to make the Software accessible to third Parties or to use them in any other way outside the purpose of the Contract. In particular, the Customer has to refrain from copying, decompiling, reverse engineering or editing the Service beyond the Contract Purpose.
8.3.
The Software includes open source software provided by third parties:
9.
Feedback
9.1.
The Customer agrees that Summie may freely use, exploit and further develop any feedback provided by the Customer.
10.
Term and Termination
10.1.
The term of the Contract and terminability shall be governed by the provisions of the Pricing Page on the Plan chosen by the Customer. If the Pricing Page does not contain any information on the term or terminability of a Free Plan, such Plan shall run for an indefinite period and may be terminated by either party with immediate effect.
10.2.
If the Pricing Page does not contain any information on the term or terminability of a subscription-based Paid Plan, such Plan shall run for one month and may be terminated by either party with effect as of the end of the month. If the subscription-based Paid Plan is not terminated, it is automatically renewed for one further month; for such renewed period, the provisions of the Pricing Page applicable to the Customer before renewal continue to apply.
10.3.
If the Pricing Page does not contain any information on the term or terminability of a volume-based Paid Plan, such Plan shall run a period of 12 months and may be terminated by either party with effect as of the end of that period.
10.4.
The Parties’ statutory right to extraordinary termination remains unaffected. An important reason is present for the other contracting party in particular if:
one of the Parties seriously breaches its obligations under the Contract and the other Party can no longer reasonably be expected to abide by the Contract;
the Customer is more than one (1) month in arrears with the payment of due fees or other remuneration, even after the expiry of a reasonable period set by Summmie to remedy the situation;
insolvency proceedings are applied for, instituted or dismissed in respect of all or part of the assets of a Party;
one of the Parties has a reason for insolvency within the meaning of Sections 17-19 Insolvency Statute (Insolvenzordnung, “InsO”); or
the financial circumstances of a Party deteriorate to such an extent that proper performance of the Contract can no longer be expected, even if there is no reason for insolvency within the meaning of Sections 17-19 InsO.
10.5.
Each termination must be made by declaration in text form.
11.
Secrecy
11.1.
The Parties undertake to maintain temporally unlimited secrecy regarding all confidential information which they will obtain or have already obtained in the context of the contractual relation and not to disclose or otherwise use such information, unless necessary to perform the Contract. Confidential information are all information and documents of the Parties labeled as confidential or to be considered confidential based on the circumstances, particularly information concerning operating routines, business relations, further business or trade secrets, know-how, all work results as well as the business model of Summie.
11.2.
Exempt from this obligation shall be confidential information:
that can be demonstrated to have already been known to the other Party upon initiation of the Contract or become known thereafter through third Parties without any breach of a confidentiality agreement, of statutory provisions, or of administrative orders;
that was known to the general public, unless this was due to a breach of this Contract;
that had to be disclosed based on statutory obligations on the order of a court or authority. As permissible and feasible, the Party obliged to disclosure shall inform the other Party in such event in advance, providing it with the opportunity to take action against the disclosure.
11.3.
Any disclosure of confidential information to third Parties shall require the express written approval of the other Party, unless otherwise expressly agreed.
11.4.
The Parties shall ensure through suitable contractual arrangements that the employees and contractors working for them shall also, without temporal restriction, refrain from individual use or disclosure of confidential information. The Parties shall only disclose to employees or contractors confidential information to the extent such employees or contractors need to know the information for the fulfillment of the Contract.
11.5.
The Customer consents for Summie to disclose the collaboration between Summie and the Customer for marketing purposes and in this connection also use the company logo of the Customer. The Customer may revoke this consent pursuant to this Section 11 at any time by declaration in text form (e.g. via e-mail to request@summie.ai).
12.
Data Protection
12.1.
Summie treats the Customer’s personal data in accordance with the data protection standards and specifications, and as per Summie’s Privacy Policy.
12.2.
Summie acts as a data processor within the meaning of Art. 28 GDPR vis-à-vis such Customers that feed personal data (personenbezogene Daten) of their Customers into the Software.
12.3.
The hardware and software the Customer may use, as well as the app store you have chosen, may also process personal data. Summie has no control over these data processing activities; please consult the providers for information about the respective data processing.
13.
Final Provisions
13.1.
The following only applies to Customers which legally qualify as businesses (Unternehmer) pursuant to Section 14 German Civil Code: Should individual provisions of the Contract of use or other contractual documents be or become invalid or unenforceable in whole or in part or should they not contain a necessary provision, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision or to fill the loophole, the legally admissible provision shall be deemed to have been agreed retroactively which corresponds as closely as possible to what the Parties would have wished or would have been agreed in spirit and purpose by the Parties if they had considered the invalidity or unenforceability of the provision in question or the loophole.
13.2.
The Contract and the other contract documents are subject to the law of the Federal Republic of Germany to the exclusion of the German conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods. Statutory provisions on the restriction of choice of law and the applicability of mandatory law in particular of the place where a customer which legally qualifies as consumer (Verbraucher) pursuant to Section 13 German Civil Code has its habitual residence (gewöhnlicher Aufenthalt) remain unaffected.
13.3.
The European Commission provides a platform for an online settlement of disputes which can be accessed under https://ec.europa.eu/consumers/odr/. Summie is neither obliged to take part in alternative dispute resolutions before a consumer dispute settlement commission nor will it do so voluntarily.