Terms and Conditions for ROCKA UG (haftungsbeschränkt) - Version 1.0
(As of February 20, 2025)
1. Scope
These General Terms and Conditions (GTC) apply to all contracts for the use of the SaaS solutions of ROCKA UG (haftungsbeschränkt) - hereinafter referred to as "ROCKA" - with entrepreneurs (Section 14 of the German Civil Code) based in Europe. The respective SaaS solution is offered under a separate domain.
2. Subject Matter of the Contract
ROCKA provides the customer with a SaaS solution for online marketing. The SaaS solutions enable the customer, in particular, to [list of the most important functions, e.g., create and manage social media campaigns, analyze website traffic, create reports]. The specific scope of functions of the respective SaaS solution is defined in the service description, which is available on the corresponding domain. ROCKA reserves the right to change, extend or restrict the scope of services of the SaaS solutions at any time. ROCKA will inform the customer in good time of any significant changes to the scope of services.
3. Conclusion of Contract
The contract is concluded upon acceptance of the customer's offer by ROCKA. Acceptance is made by written order confirmation or by activating access to the SaaS solution.
4. Terms of Payment
4.1 Free Accounts:
ROCKA may also offer free accounts with limited functionality. The conditions for free accounts are listed in the respective service description on the corresponding domain.
4.2 Paid Accounts:
The remuneration for the use of the paid SaaS solution is due monthly in advance. Payment can be made by PayPal or credit card.
4.3 Price Adjustment:
ROCKA is entitled to change the prices for the SaaS solutions with one month's notice. The price adjustment will be communicated to the customer by e-mail to the e-mail address stored in the account. The customer may object to the price adjustment within 12 days of receipt of the notification. In the event of an objection, ROCKA is entitled to terminate the contract with the customer at the time the price adjustment takes effect.
5. Customer's Obligations to Cooperate
Customers are obligated to provide all information necessary for the use of the SaaS solutions and to support ROCKA in the provision of the services. In particular, customers are obligated to:
- provide truthful and complete information when registering;
- inform ROCKA immediately of any changes to relevant data (e.g., address, e-mail address);
- keep access data to the SaaS solutions secret and protect them from access by third parties;
- inform ROCKA immediately of any possible misuse of the access data;
- not upload any illegal content or data to the SaaS solutions;
- not use the SaaS solutions improperly;
- support ROCKA in correcting errors by providing all relevant information;
- make regular backup copies of their data.
6. Customer Account and Access to the Services
6.1 In order to use ROCKA's SaaS solutions, registration is required. The customer must provide truthful and complete information during registration.
6.2 Access to the SaaS solutions is via a password-protected customer account. The customer is obligated to keep the access data secret and to protect them from access by third parties.
6.3 ROCKA is entitled to block access to the SaaS solutions if the customer violates these GTC or if there is suspicion of misuse of the access data.
6.4 ROCKA reserves the right to change the access data if this is necessary for security reasons. In this case, ROCKA will inform the customer of the change by e-mail to the e-mail address stored in the account.
7. Blocking of Data
7.1 If a third party makes it credible to ROCKA that rights of the third party are infringed by data or content that the customer has uploaded to the SaaS solutions, ROCKA is entitled to block the corresponding data or content. ROCKA will only block data or content if the alleged infringement is obvious or has been determined by a court.
7.2 In this case, ROCKA will inform the customer without delay and give him the opportunity to remedy the infringement or to prove the legality of the data or content.
7.3 If the customer does not comply with this request within a reasonable period of time, ROCKA is entitled to permanently delete the data or content and to terminate the contract with the customer.
7.4 The customer is obligated to indemnify ROCKA against all claims of third parties that are based on an infringement of rights through the data or content uploaded by the customer.
8. Copyright and Rights of Use
8.1 ROCKA's SaaS solutions are protected by copyright. ROCKA grants the customer a non-exclusive right to use the SaaS solutions for the duration of the contractual relationship.
8.2 The customer may only use the SaaS solutions for his own purposes and may not pass them on to third parties or sublicense them.
8.3 The customer may not modify, decompile or reverse engineer the SaaS solutions, unless this is permitted by law.
8.4 The customer is obligated to leave all copyright notices and other references to ROCKA's rights to the SaaS solutions unchanged.
9. Industrial Property Rights of Third Parties
9.1 If, through the contractual use of ROCKA's SaaS solutions, industrial property rights and copyrights of third parties are infringed and third parties assert claims against the customer due to such infringement, ROCKA shall, at its own discretion and expense, either
- procure for the customer the right to use the SaaS solutions or
- modify the SaaS solutions in such a way that they no longer infringe the rights of third parties.
9.2 ROCKA's obligation pursuant to Section 9.1 shall not apply if the infringement of rights is due to one of the following causes:
- a modification of the SaaS solutions by the customer that was not approved by ROCKA;
- the use of the SaaS solutions in a manner that does not correspond to the contractually agreed purpose;
- the use of the SaaS solutions on a hardware or software environment not approved by ROCKA.
9.3 The customer is obligated to inform ROCKA immediately of all claims of third parties asserted in connection with the use of the SaaS solutions.
9.4 The customer may only take measures to defend against the claims of third parties, in particular legal defense or satisfaction of the claims with reservation, in consultation with ROCKA.
9.5 ROCKA's indemnification obligation is excluded if the infringement is based on an act or omission for which ROCKA is not responsible.
10. Assignment of Contract
10.1 ROCKA is entitled to assign the rights and obligations from the contract with the customer in whole or in part to a third party with four weeks' notice.
10.2 In this case, the customer is entitled to terminate the contract within two weeks of notification of the assignment of contract.
11. Confidentiality and Data Security
11.1 The customer is obligated to treat confidentially all information made available to him in connection with ROCKA's SaaS solutions.
11.2 ROCKA undertakes to take all necessary technical and organizational measures to ensure the security of customer data.
11.3 ROCKA will process customer data only within the framework of the statutory provisions and data protection regulations.
12. Termination
12.1 The contract may be terminated by either party at any time with one day's notice to the end of the agreed term.
12.2 The right to extraordinary termination for good cause remains unaffected. An important reason for termination by ROCKA exists in particular if the customer is in default of payment of the remuneration for two consecutive months or if insolvency proceedings are opened over the customer's assets.
12.3 Termination can be made:
- in the account,
- by e-mail to support@rocka.tools or
- in text form.
12.4 Upon termination of the contractual relationship, ROCKA shall make the data stored in the SaaS solutions available to the customer for download until the end of the contractual term. The customer is obligated to download the data within the contractual term. After expiry of the contractual term, ROCKA is entitled to delete the data at any time.
13. Liability
13.1 ROCKA shall be liable without limitation for damages resulting from injury to life, body or health caused by an intentional or negligent breach of duty1 by ROCKA.
13.2 ROCKA shall be liable without limitation for other damages caused by an intentional or grossly negligent breach of duty by ROCKA.
13.3 For damages caused by a slightly negligent breach of duty by ROCKA, ROCKA shall only be liable insofar as it concerns a breach of a material contractual obligation. Material contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the2 customer may regularly rely. In these cases, ROCKA's liability is limited to the foreseeable damage typically occurring. ROCKA's liability is limited in any case to the amount of the agreed annual fee.
13.4 Liability under the Product Liability Act remains unaffected.
13.5 Any further liability of ROCKA is excluded.
13.6 ROCKA shall only be liable for the loss of data if the damage is due to an intentional or grossly negligent breach of duty by ROCKA or an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of ROCKA. ROCKA's liability for data loss is in any case limited to the recovery value of the data.
14. Amendment of the Terms and Conditions
14.1 ROCKA is entitled to amend these GTC at any time, insofar as this is necessary to adapt to changed legal or technical framework conditions or to improve the SaaS solutions. The amended GTC will be sent to the customer by e-mail to the e-mail address stored in the account no later than four weeks before they come into effect.
14.2 If the customer does not object to the amended GTC within two weeks of receipt of the e-mail, the amended GTC shall be deemed3 accepted. ROCKA will inform the customer in the e-mail of the possibility to object and the significance of the objection period.
14.3 If the customer objects to the amended GTC in good time, ROCKA is entitled to terminate the contract with the customer at the time the amended GTC come into effect.
15. Data Protection
ROCKA processes personal data of the customer within the framework of the statutory provisions. Details of data processing can be found in ROCKA's privacy policy, which is available at [link to privacy policy].
16. Offsetting and Right of Retention
The customer is only entitled to offset if his counterclaim is undisputed or has been legally established. The customer may only exercise a right of retention if it is based on claims from the same contractual relationship.
17. Governing Law and Jurisdiction
17.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of4 Goods.
17.2 The place of jurisdiction for all disputes arising from or in connection with this contract shall be Dortmund.
ROCKA UG (haftungsbeschränkt)
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