GTC Quaro

A service of SearchInsights GmbH, Martin-Schmeißer-Weg 10, 44227 Dortmund, Germany

§ 1 Subject matter of the contract

The subject of these GTC is the provision of the software Quaro ("Software") under the link https://app.quaro.io/ by Quaro for use by the customer via a telecommunications connection. The Software offers the customer the possibility to conduct keyword research, create keyword databases and monitor keywords ("Monitoring").

§ 2 Software transfer

(1) Quaro shall provide the customer with the use of the software described under the link https://quaro.io/features/ in the scope of functions described in more detail therein and under the functional requirements also mentioned therein against payment of the agreed fee, shall grant the customer rights of use in this respect and shall provide the customer with storage space. The application software is provided by Quaro for use at the agreed transfer point (interface of the Quaro operated data network to other networks). The software remains on the servers of Quaro. Quaro does not owe the establishment and maintenance of the data connection between the customer's IT system and the transfer point operated by Quaro.

(2) Quaro will use the software in the most current version offered within the scope of technical possibilities. However, the customer has no claim to the use of a previous version of the software.

(3) Quaro warrants that the software provided will be

• is suitable for the purposes resulting from the performance description at https://quaro.io/features/,
• is free from defects during the term of the contract,
• is free of viruses and similar malware that may impair the suitability of the software for the contractual use.

(4) Quaro shall provide storage space on its servers to the contractually required extent from the beginning of the contract term.

(3) In principle, the Customer registers itself for the use of the Software by creating a user name and password.

(4) Quaro is dependent on the services of third parties for the provision of its software, such as in particular interfaces to search engine providers (e.g. Google), platforms (e.g. Amazon) etc. and uses interfaces in this regard. If one of the providers discontinues its services to Quaro and if the scope of services of the software is limited as a result, Quaro will inform the customer immediately. In this case, both parties are entitled to terminate the contract on the effective date of the service discontinuation by the third party provider.

§ 3 Scope of license

(1) The customer may freely choose between the following license models prior to conclusion of the contract: 

Packages	Single	Advanced	Pro	Enterprise
Features	Features - All features - All languages - One user	Features - All features - All languages - Unlimited Users	Features - All features - All languages - Unlimited Users	Featuresfrom Pro and additional: - Company-wide Trainings - Single Sign On
Keywords retrieve up to to	100.000/month	500.000/month	1.000.000/month	2.000.000/month

(2) The license is a concurrent user license that is not tied to a specific person and can therefore be used by different users at the same time. The customer may operate and use the software on any number of computers by any number of persons. 

(3) The Customer may use the Software only for the purpose of processing its internal business transactions. A supply of other companies, e.g. affiliated companies within the meaning of § 15 of the German Stock Corporation Act, requires a separate agreement. There is no entitlement to approval by Quaro. In particular, the temporary provision of the software or the use of the software by unauthorized third parties who are not employees of the customer is prohibited, as is the commercial subletting.

(4) The Customer may order a license upgrade or downgrade once per month if payment is agreed on a monthly basis. The upgrade or downgrade shall then apply for the entire remaining term of the contract. The increased monthly fee shall be paid pro rata from the time the upgrade is ordered. In the event of a downgrade, the reduced monthly fee shall apply from the following month.

§ 4 Training and hotline

(1) Quaro offers customers the possibility of training for the introduction to the operation of the software against separate remuneration. If, in the opinion of Quaro, an update of the software leads to a renewed need for training, Quaro may offer additional training covering the innovations of the software against separate remuneration.

(2) Quaro shall provide the customer with a hotline for support in technical questions Monday through Friday from 9:00 a.m. to 5:00 p.m., which can be reached via e-mail or telephone. The hotline serves solely to support the customer in the use of Quaro's services owed under this contract. The hotline will also be made available to other customers. Customer inquiries to the hotline will be processed in the order in which they are received.

§ 5 Data storage and transfer

(1) The customer has the option to store data on the virtual data server set up for him/her by Quaro, which he/she can access in connection with the software. Quaro only owes the provision of storage space for use by the customer. Quaro is not obligated to take custody or care of the data transferred and processed by the customer. The customer is responsible for observing the retention periods under commercial and tax law.

(2) The scope of the storage space available to the Customer is set forth in § 3. The Customer may store the data on the data server within the scope of the ongoing use of the application software.

§ 6 Processing of personal data

No processing of personal data is required for the use of the software. If the customer nevertheless processes personal data within the scope of this contractual relationship, he/she shall be responsible for compliance with data protection regulations. Quaro will only process the data provided by the customer within the scope of the customer's instructions. If Quaro is of the opinion that an instruction of the customer violates data protection regulations, Quaro shall immediately inform the customer thereof.

§ 7 Data output

(1) The customer may export data created by him at any time.

(2) Quaro is not entitled to a right of retention or the statutory landlord's lien (§ 562 BGB) with regard to the customer's data.

(3) Quaro will delete the existing customer data 14 days after the termination of the contract, unless the customer notifies Quaro within this period that he/she wishes to receive separate data. Failure to notify shall be deemed consent to the deletion of the data.

§ 8 Data backup

Quaro will perform a working day backup of the customer's data on the data server. The data backup is performed on a rolling basis in such a way that the data backed up for one day of the week is overwritten during the data backup performed for the following same day of the week. The same principle is used for monthly backups, where the data is also overwritten on a rolling basis after one month.

§ 9 Access authorizations 

(1) The Customer shall receive an access authorization consisting of a user password and a password. The user password and password may only be communicated by the Customer to the users authorized by it and must otherwise be kept secret.

(2) The Customer may only use the Software itself.

§ 10 Obligations of the customer

(1) The customer is obligated to establish a data connection between the workstations intended by him for use and the data transfer point defined by Quaro. Quaro is entitled to redefine the data transfer point at any time, if this is necessary to enable the smooth use of the services by the customer. In this case, the customer will establish a connection to the newly defined handover point.

(2) The contractual use of Quaro's services is dependent on the fact that the hardware and software used by the customer, including workstations, routers, data communication devices, etc., meet the minimum technical requirements for the use of the currently offered software version and that the users authorized by the customer to use the application software are familiar with the operation of the software. In addition, he shall only use hardware and software for the use of Quaro's services that corresponds to the minimum requirements stated in https://quaro.io/features/. The configuration of his IT system is the responsibility of the customer. Quaro offers to support the customer in this regard on the basis of a separate agreement against payment.

(3) The customer undertakes to indemnify Quaro against claims by third parties that are based on illegal use of the software by the customer or that arise from data protection, copyright or other legal disputes caused by the customer that are connected with the use of the software. This also includes any legal costs.

(4) The customer is obligated to observe all third-party rights to the material used when transmitting texts, images and other third-party data on Quaro servers.

(5) The customer undertakes to check data and information for viruses before sending them to Quaro and to use state-of-the-art virus protection programs.

(6) Insofar as the Customer transmits data for the generation of application data with the aid of the Software, the Customer shall regularly back up such data in accordance with the significance of the data and create its own backup copies in order to enable the reconstruction of the same in the event of loss of the data and information.

(7) The customer will back up the application data regularly stored on the server by download. This does not affect Quaro's obligation to back up data according to § 5.

§ 11 Rights of use

Quaro's rights in the event of exceeding the use authorizations

11.1.
The Customer shall receive the non-exclusive, non-sublicensable and non-transferable right to use the Software, which shall be limited to the term of this Agreement and the Access Parties, in accordance with the following provisions.

11.1.1
The Customer shall use the Software only to the extent regulated in § 3 paragraph 1.

11.1.2
The Customer is not entitled to make any changes to the Software.

11.1.3
If Quaro makes new versions, updates, upgrades or other new deliveries with regard to the Software during the term of the Agreement, the above rights shall also apply to these.

11.1.4
The customer shall not be entitled to any rights not expressly granted to the customer above. In particular, the customer shall not be entitled to use the software beyond the agreed use or to have it used by third parties or to make these applications available to third parties. In particular, it is not permitted to duplicate the software, to sell it or to make it available for a limited period of time, in particular not to rent or lend it.

11.2
Obligations of the Customer for Safe Use

11.2.1
The Customer shall take the necessary precautions to prevent the use of the Software by unauthorized persons.

11.2.2
The Customer shall be liable for ensuring that the contractual services are not used for purposes that are racist, discriminatory, pornographic, endanger the protection of minors, politically extreme or otherwise unlawful or in violation of official regulations or requirements, or that corresponding data, in particular application data, are created and/or stored on the server.

11.2 3
Violation of the provisions under § 11 by the customer:

11.2.4
If the customer violates the provisions of this section for reasons for which the customer is responsible, Quaro may, after prior written notification of the customer, block the customer's access to the software or the application data if the violations can be demonstrably remedied.

11.2.5
If the customer unlawfully violates his obligation from section 11.2.2, Quaro is entitled to delete the data or application data affected by this with costs. In the event of an unlawful violation by its users, the customer shall, upon request, immediately provide Quaro with all information necessary to assert claims against the user, in particular the name and address of the user. If the customer violates the regulations in § 11 again despite a corresponding written warning by Quaro and if he is responsible for this, Quaro can terminate the contract extraordinarily without observing a period of notice.

11.3
The customer may not make the services provided by Quaro available for use by third parties for commercial purposes.

11.4
The customer grants Quaro the right to anonymously aggregate and analyze the data to be stored by Quaro for the customer with others. To eliminate disruptions, Quaro is also entitled to make changes to the structure of the data or the data format.

11.5
The customer is not entitled to allow non-authorized persons to use Quaro's services.

§ 12 Remuneration

(1) The remuneration for the services to be provided by Quaro results from the offer.

(2) For the term of the contract, the customer undertakes to pay the usage fee regulated in the offer. The usage fee shall become due upon conclusion of the contract and shall be paid in advance on the first day of each month in the case of monthly payment and upon conclusion of the contract in the case of annual payment. The usage fee includes the provision of the software, the ongoing storage and maintenance of the application data, the provision of storage space and the hotline.

(3) All prices are net prices.

(4) Quaro is entitled to reasonably increase the agreed prices for the contractual services to compensate for personnel and other cost increases. Quaro shall notify the customer of these price increases by email; the price increases shall not apply to periods for which the customer has already made payments. If the price increase amounts to more than 5% of the previous price, the customer shall be entitled to terminate the contract in its entirety as of the effective date of the price increase; if the customer exercises this right of termination, the prices that were not increased shall be charged until the effective date of the termination. Quaro shall inform the customer of this right of termination together with each announcement. An increase of prices within 12 months after conclusion of the contract is excluded.

§ 13 Term of contract

(1) The contract shall enter into force upon signing and shall be valid for the term stipulated in the offer. In principle, either a monthly, quarterly, semi-annual or annual term applies with the corresponding payment method. If the contract is not terminated in accordance with the following provisions, it shall be automatically extended by the respective period (1 year/6 months/3 months/1 month). Unless otherwise specified in the offer, the following notice periods shall apply: Monthly term/payment: at any time to the end of the month. Annual, semi-annual and quarterly term/payment: one month to the end of the contract term.

(2) The right to terminate for cause remains unaffected. The extraordinary termination due to or in connection with a breach of duty is only possible after a previous written warning with a reasonable deadline of not less than two weeks. Quaro may terminate the contract without notice if the customer is in arrears with the payment of the prices or a not insignificant part of the price for two consecutive months or, in a period that extends over more than two months, with the payment of the fee in an amount that reaches the fee for two months. In this case, Quaro can additionally demand a lump-sum compensation immediately due in one sum in the amount of one quarter of the remaining monthly basic fee until the expiration of the regular contract term. The customer reserves the right to prove a lower damage. Instead, Quaro may also claim the actual damages to which it is entitled by law.

(3) Any notice of termination must be in text form.

§ 14 Limits of liability and warranty

(1) Quaro shall be liable for intent and gross negligence in accordance with the statutory provisions. Quaro shall only be liable for slight negligence in the event of a breach of an essential contractual obligation (cardinal obligation) as well as in the event of damages resulting from injury to life, body or health. In this case, Quaro is only liable for foreseeable damages that can typically be expected to occur.

(2) In the event of slight negligence, liability is limited per year to twice the amount of the user fee.

(3) Quaro's strict liability for damages for defects existing at the time of conclusion of the contract is excluded; § 14 paras. 1 and 2 remain unaffected.

(4) Liability under the Product Liability Act and for fraudulent intent shall remain unaffected.

(5) Quaro guarantees that the contractual services are not subject to material defects and/or defects of title. Excluded from the warranty are defects which can be attributed to improper operation of the application used and other products by the customer or which are based on this.

(6) All warranty claims arising from this contract shall be subject to a limitation period of twelve months; the period shall commence upon knowledge of the occurrence of the damage. Claims which have not been asserted within this period shall be permanently excluded from prosecution and assertion. This shall not apply to legal liability claims resulting from intentional or grossly negligent acts. The customer is obligated to immediately notify Quaro in text form of any defects.

(7) The provisions under § 14 shall also apply to the liability for vicarious agents of Quaro.

(8) Quaro is not liable for the legal conformity of any suggested keywords. The customer is responsible for a legal evaluation of keywords before their use, in particular with regard to trademark and competition law.

§ 15 Technical availability, response times

(1) Quaro owes the availability of the software at the delivery point. By availability, the parties understand the technical usability of the software at the delivery point for use by the customer.

(2) With regard to availability, the following is agreed:

(3) The Software is generally available 24 hours a day, 7 days a week, 12 months a year.

(4) The above times are interrupted by regular or scheduled maintenance work or repairs (maintenance windows) and daily backups. Quaro generally performs these outside normal business hours from 8:00 to 18:00 on working days, if this is possible. Once a month, due to new data from third parties, an update of all search volumes is carried out, which takes about 4 hours and during which the use of the software is excluded. In the case of repairs that cannot be postponed, Quaro is also entitled to carry out this work during these aforementioned business hours. Quaro guarantees a degree of availability of 98% of the aforementioned usage time minus necessary maintenance work.

The reference period within which availability is calculated is one calendar year.

(5) Malfunctions that are not within Quaro's area of responsibility, i.e. for which the customer is responsible or which are due to force majeure, shall be remedied within a reasonable fault clearance time.

§ 16 Amendment of the terms of contract

Quaro is entitled to change or supplement these contractual conditions as follows: Quaro will announce the changes or supplements to the customer in text form at least six weeks before they become effective. If the customer does not agree with the changes or additions to the contractual conditions, the customer may object to the changes with a notice period of two weeks at the time the changes or additions are intended to take effect. The objection must be in text form. If the customer does not object, the changes or additions to the contractual conditions shall be deemed to have been approved by the customer. Quaro will specifically inform the customer of the objection period and the aforementioned significance of his behavior with the notification of the changes or additions to the contractual conditions.

§ 17 Secrecy

(1) The parties shall maintain confidentiality with regard to all information to be treated as confidential which has come to their knowledge within the scope of this contractual relationship or shall only use such information vis-à-vis third parties - irrespective of the purpose - with the prior written consent of the respective other party. Information to be treated as confidential includes information expressly designated as confidential by the party providing the information and such information whose confidentiality clearly results from the circumstances of the transfer. In particular, application data shall be treated as confidential by Quaro if it gains knowledge of such data.

(2) The obligations under paragraph (1) shall not apply to such information or parts thereof for which the receiving party proves that it is

• were known or generally accessible to it prior to the date;
• were known or generally available to the public prior to the date;
• became known or generally available to the public after the date without the responsibility of the party receiving the information.

§ 18 Force majeure

In the event of force majeure, the parties shall be released from the performance of the contractual obligations for the duration of the force majeure. In particular, the following circumstances shall be considered as force majeure in this sense:

• Fire/explosion/flood for which the parties are not responsible;
• War, mutiny, blockade, embargo;
• Industrial action lasting more than 6 weeks and not culpably brought about by the respective party;
• Technical problems of the Internet beyond the control of either party. Each party shall immediately notify the other in writing of the occurrence of a force majeure event.

§ 19 Naming as reference customer

(1) Quaro shall be entitled to name the customer as a reference customer. The customer may revoke his granted consent. In that case, Quaro shall remain entitled to consume advertising material that has already been created.

(2) The information can also be provided online, for example on the company website of Quaro, including the display of the client's company logo. For this purpose, the client shall grant Quaro a simple, temporally and spatially unrestricted, non-transferable right of use with regard to the name and trademark rights required for this purpose.

§ 20 Final provisions

(1) The assignment of claims shall only be permissible with the prior written consent of the other contracting party. Such consent may not be unreasonably withheld. The provision of Section 354 a HGB shall remain unaffected.

(2) A right of retention may only be asserted on the basis of counterclaims arising from the respective contractual relationship.

(3) The contracting parties may only offset claims that have been legally established or are undisputed.

(4) All amendments, supplements and terminations of contractual agreements shall be made in writing, as shall any waiver of the written form requirement, unless this Agreement provides for text form.

(5) Should individual provisions of the party agreements be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected thereby. In this case, the parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same shall apply to any loopholes in the agreements.

(6) The law of the Federal Republic of Germany shall apply.

(7) The place of jurisdiction and performance shall be Dortmund.