Last updated: June 28, 2021

General Terms of Service zenloop Online Reputation Management

1. Scope of Application

1.1 zenloop GmbH, Habersaathstraße 58, 10115 Berlin (hereinafter “zenloop”) operates a business-to-business software-as-a-service platform which enables business customers via an interface to retrieve ratings on online platforms of other providers and to display them in an overview (“zenloop ORM”).

1.2 These General Terms and Conditions (hereinafter “ToS”) shall apply to all contracts concluded within the scope of the business relationship between zenloop and its business customers in connection with the software-as-a-service solution zenloop ORM offered by zenloop.

1.3 These ToS apply exclusively with respect to zenloop ORM. Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if zenloop has expressly agreed to their validity in writing. This requirement of consent shall also apply if zenloop unconditionally starts to perform the service in knowledge of the Customer’s general terms and conditions.

2. Important Definitions

The terms used in these ToS shall have the meanings set forth below, to the extent defined:

2.1 “Providers” are the providers of the online platforms on which online ratings are displayed, which are accessed through zenloop ORM retrieved by the Customer

2.2 “Authorized Users” are the employees from the Customer who are authorized to access zenloop ORM within the scope of the usage rights acquired by the Customer.

2.3 “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data, on the free movement of such data, and repealing Directive 95/46/ec.

2.4 “Individual Contract” means the SaaS Contract concluded between Customer and zenloop for the provision of zenloop ORM and/or Additional Services.

2.5 “Force Majeure” means events or circumstances which, despite reasonable care, could not have been foreseen at the time of the conclusion of the contract, are beyond zenloop’s control and could not have been avoided or overcome by reasonable measures taken by zenloop. This includes in particular, but is not limited to: a) war and other military conflicts, terrorist attacks, civil war, riots, insurrections; b) currency and trade restrictions, embargoes; c) explosions and fires not caused by zenloop; d) floods, earthquakes, typhoons and other natural disasters or extreme natural events; e) epidemics/pandemics and plagues f) labor unrest not caused by zenloop, e.g. labor disputes; g) actions of zenloop not caused by zenloop. e.g. labor disputes; g) acts, omissions or measures of a government or official orders; h) disruptions or failure of operating facilities (or parts thereof) not caused by zenloop which are necessary for the performance of the contract.

2.6 “Customer” means the contractual partner of zenloop designated in the individual contract.

2.7 “Customer Data” means all profile information and data as well as other content and information provided by the Customer to zenloop in connection with the use of zenloop ORM, excluding online-rating data

2.8 “Online Rating Data” means all information and data of online ratings retrieved by the Customer from online platforms of other providers via the Platform using zenloop ORM.

2.9 “Platform” means the software-as-a-service platform operated by zenloop and accessible through the Website.

2.10 “SaaS Services” means the services provided by zenloop using a Software-as-a-Service solution, such as zenloop ORM.

2.11 “Contract” means the individual contract including these ToS.

2.12 “Contractual Services” means the SaaS Services and/or Additional Services to be provided under the Individual Agreement.

2.13 “Confidential Information” shall mean any information disclosed to one party by the other party, whether in writing, electronically or orally, digitally embodied or in any other form, provided that such information (a) belongs to the business secrets protected under § 2 no. 1 of the German Act on the Protection of Business Secrets (Gesetz zum Schutz von Geschäftsgeheimnissen – GeschGehG), and/or (b) relates to operational matters and affairs of the respective party or its affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz – AktG) and is expressly marked or designated as “confidential” or is to be regarded as confidential according to the nature of the information or the circumstances of the transmission. Confidential Information includes in particular information relating to technologies, inventions, software and/or hardware, new products, intellectual property, know-how, marketing plans, financial circumstances, business strategies, business relationships, business plans, business calculations, the pricing policy or personnel matters of a party. Confidential Information also includes the content of the individual contract concluded between Customer and zenloop.

2.14 “Website” means the website operated by zenloop, available at: www.zenloop.com/en.

2.15 “zenloop ORM” means the software-as-a-service solution for online reputation management offered by zenloop, which enables business Customers via an interface to retrieve ratings on online platforms and display them in an overview (“zenloop ORM”).

2.16 “Additional Services” shall mean the additional services to be provided by zenloop in accordance with the Individual Agreement, if any.

3. Subject of the Contract, Conclusion of the Contract, Changes to the ToS

3.1 The subject of the contract is the provision of the SaaS service zenloop ORM ordered by the Customer and agreed upon in the individual contract as well as the provision of further additional services, if and to the extent stipulated in the individual contract.

3.2 The contract is concluded by mutual signing of the individual contract in written or digital form.

3.3 zenloop reserves the right to change or amend these terms and conditions with effect for the future if the change is

a) becomes necessary due to legal or official requirements;

b) serves to adapt to technical progress, as long as this does not result in any significant restrictions for the SaaS services used by the Customer or if an alternative service is available that includes a comparable service. An adjustment of the ToS is always permissible without any compensation for disadvantages as far as a corresponding change has already been agreed upon between zenloop and the Customer upon conclusion of the contract. This applies in particular if it was agreed with the Customer that certain SaaS services will be updated and/or replaced by zenloop if necessary.

3.4 zenloop shall inform the Customer about any changes and amendments by notifying the Customer about the content of the changed or amended provisions with reasonable notice in advance in text form (e.g. by email or by notification when logging on to the Platform), but at least four weeks before the changes/amendments are planned to take effect. The changes/additions shall be deemed accepted by the Customer if the Customer does not object to the changes/additions in text form within four weeks of receipt of the notification. If, on the other hand, the Customer objects in accordance with the above sentence, the contract shall continue to apply under the previous terms and conditions without amendment.

4. Scope of Service, Right to Modify

4.1 zenloop provides the SaaS services which are the subject matter of the contract to the Customer for temporary use via remote access over the internet. For this purpose zenloop stores the Platform on a server which is accessible to the Customer via an internet connection.

4.2 The concrete scope of services and functions of the SaaS services as well as the scope of other contractual services result from the individual contract and the respective service description or product order page.

4.3 The services within the SaaS service zenloop ORM are initiated by the Customer, i.e. the Customer decides which publicly accessible online rating data is retrieved by zenloop ORM on the Providers’ online platforms and displayed in zenloop ORM. Insofar as the Providers of the online platforms provide their own general terms and conditions and/or other guidelines (“Third Party T&Cs”) for the retrieval of online rating data and the subsequent reaction of the Customer, if any, these must be additionally confirmed and observed by the Customer for the use of zenloop ORM. The respective Provider is solely responsible for the content of such Third Party T&Cs, zenloop has no influence on this.

4.4 The connection of the Customer to the internet and the maintenance of the network connection as well as the procurement and provision of the hardware required for this on the part of the Customer is not subject matter of the contract. The Customer is obligated to create and maintain the technical requirements for access to the SaaS services in his area at his own expense and risk.

4.5 zenloop shall take appropriate precautions against data loss and to prevent unauthorized access of third parties to the Customer and online rating data, as far as this is possible with reasonable economic and technical effort. In particular, zenloop shall make regular backups and implement firewalls in their cloud infrastructure. zenloop shall further implement static applications security testing (SAST), image container scanner and dependency scanner in order to prevent unauthorized access to the Customer and online rating data.

4.6 zenloop continuously develops and improves the SaaS services and the Platform. Updates to the core product are generally provided to the Customer free of charge. However, if such updates are extensive updates and enhancements of the functionality (e.g. the addition of modules) of the Platform or the SaaS service in question, zenloop may classify them as a new product or upgrade and provide them to the Customer for an additional fee. If zenloop provides such upgrades and enhancements free of charge, the Customer shall have no claim to their provision. zenloop shall inform the Customer about the discontinuation of the free of charge services.

4.7 zenloop reserves the right to make changes to adapt the Platform and SaaS services to the state of the art, changes for optimization purposes, in particular to improve user-friendliness, as well as changes to content, provided that the latter are necessary to correct errors, to update and complete, for program-technical optimization or for licensing reasons. If such a change leads to a not only insignificant downgrading of the contractual services, the Customer may either demand a reduction of the remuneration in accordance with the downgrading or terminate the contract without notice. The right of termination may be exercised within a period of eight weeks from the occurrence of the change.

5. User Account, Access Data

5.1 The Customer’s access to the SaaS services is password-protected via the Platform using the access data assigned to the Customer by zenloop. zenloop shall provide the Customer with the number of access data agreed upon in the individual contract. For technical reasons, the communication of the access data for a personal login is exclusively done by encrypted link via e-mail. Therefore, the Customer is obliged to provide zenloop with the corresponding e-mail addresses of the authorized users. The access data are individualized and may only be used by the respective Customer or the Authorized Users. The Customer has to instruct the Authorized Users to choose a sufficiently secure password and to keep the access data including the password secret and to protect it from unauthorized access by third parties. For security reasons and to prevent misuse, zenloop recommends the Customer to change passwords at regular intervals.

5.2 Passing on access data or otherwise allowing or enabling third parties to use the user account or the SaaS services is strictly prohibited.

5.3 The Customer is obligated to inform zenloop immediately in case of knowledge or suspicion of misuse of access data or passwords. zenloop is entitled in case of misuse or suspicion of misuse.

5.4 zenloop is entitled to block access to the Platform until the circumstances have been clarified and the misuse has been stopped. zenloop also reserves the right to change the Customer’s access data for security reasons; in such a case, zenloop will inform the Customer immediately. The assertion of further rights and claims by zenloop, especially claims for damages, remain unaffected.

6. Availability of the SaaS Services (Service Level Agreement – SLA)

6.1 zenloop shall provide the SaaS services to the Customer during the term of the agreement with an availability of 99.5% (per calendar year). The availability of the SaaS services at the transfer point of the system to the Internet is decisive.

6.2 The availability is calculated according to the following formula:

Availability = (Total Time – Total Downtime) / (Total Time * 100%).

When calculating the total downtime, the following times are not taken into account:

a) Periods of unavailability due to planned maintenance work on the Platform that is regularly carried out between 6:00 p.m. and 10:00 p.m. in the evening (CET), with a maximum downtime of 1.5 hours per week;

b) Periods of unavailability due to maintenance work performed weekly on Tuesday and Thursday between 10:00 a.m. and 10:20 a.m. (CET);

c) Periods of unavailability due to planned activities to improve, expand or renew the SaaS Services, which are carried out on weekends;

d) Periods of unavailability due to mandatory unscheduled maintenance work required to eliminate disruptions; zenloop will notify the Customer of this by posting a notice on the Website, if possible;

e) Periods of unavailability due to internet malfunctions or other circumstances beyond zenloop’s control, especially force majeure;

f) periods of unavailability which are based on the fact that the necessary technical requirements to be created by the Customer for access to the SaaS services are not or temporarily not given, for example in case of malfunctions of the Customer’s hardware.

7. Support

7.1 zenloop shall provide the Customer with free Customer support at various service levels in order to deal with faults with the SaaS Services. Depending on the Customer’s choice, Customer support shall be provided by the Customer Success Manager assigned to the Customer (by phone or email), by zenloop’s general email support (which is available at: support@zenloop.com), or by live chat via the Website. The Customer’s dedicated Customer Success Manager shall be informed about each support case and assist in finding a solution. Depending on the Customer’s requirements, Customer support shall be available in German or English. zenloop’s support services shall be available from Monday to Friday from 9am until 6pm (CET). This shall not apply on days that are public holidays in Berlin or on 24 and 31 December of each year. Requests received outside of these support hours shall be deemed to have been received during the next working day. During business hours, the initial response to all support requests shall occur within no more than 24 hours. All support requests shall be processed as quickly as possible and prioritised according to the following disruption severity levels:

a) First severity level: Critical software fault leading to a total failure of the SaaS Services.

b) Second severity level: The use of the SaaS Services is considerably limited, as the main features of the SaaS Services are not available.

c) Third severity level: Minor faults affecting non-essential features of the SaaS Services.

7.2 The free support shall not include: general transfer of know-how, customizing, integration, consulting and training or adaptation of the Platform and/or SaaS Services.

8. Duties of Cooperation on the Part of the Customer

8.1 The Customer shall support the execution of the Contract by actively cooperating in an appropriate manner. In particular, the Customer shall be responsible for ensuring, at no charge, all prerequisites within its sphere of operation that are necessary for the proper provision of zenloop’s services. This shall include, in particular, the conditions set out in the Individual Contract as well as those specified in the following Clauses 8.2 to 8.4.

8.2 The Customer shall be required

a) to create and maintain the technical prerequisites for access to the SaaS Services in its own area, particularly with regard to the hardware and operating system software used, connection to the internet and ensuring that its browser software is up to date;

b) to take the necessary precautions to secure its systems during the entire Contract period, in particular to use the standard browser security settings and to employ up-to-date protection mechanisms to guard against malware;

c) to ensure that the data stored in its user account is always up to date. In the event of changes or inaccuracies in the stored data, the Customer must update or correct this information without undue delay and without being asked.

8.3 The Customer shall be required to inform zenloop in text form about any service disruptions (service defects, lack of availability) without undue delay after becoming aware of them, at the latest on the following working day, as well as to provide zenloop with clear and detailed information about the service disruptions, stating all information that could be useful for identifying and analysing the service disruptions. In particular, the Customer must specify the work steps which led to the occurrence of the defect as well as the appearance and effects of the defect. In the event of service disruptions, the Customer shall support zenloop to an appropriate extent in identifying and eliminating errors.

9. Further Obligations on the Part of the Customer, Prohibited Activities, Indemnification

9.1 The Customer shall be required to use the SaaS Services provided by zenloop only to the contractually agreed extent and for the contractually intended purpose and within the framework of the applicable legal provisions, and to refrain from all actions that could endanger or disrupt the functioning of the SaaS Services.

9.2 In particular, the Customer shall be obliged

a) to truthfully present content created with the help of the SaaS services on the online platforms of the Providers;

b) not to use the SaaS Services to create, store or send any content that is pornographic, glorifies violence, is discriminatory, prohibited by law, harmful to young people, in violation of moral standards or harmful to public order and safety;

c) not to violate any copyright (e.g. for photos, graphics), trademarks (e.g. logos) and other property rights or other legally protected goods of zenloop or third parties (e.g. personal rights) when using the SaaS Services;

d) when using the SaaS Services, to observe and comply with all existing statutory information obligations (e.g. the obligation to provide a provider identification in accordance with Sect. 5 of the German Telemedia Act (TMG));

e) not to use the SaaS Services to send unsolicited messages that could be considered spam;

f) to access the SaaS Services exclusively via the interfaces provided by zenloop;

g) to ensure that its information and data transmitted via the SaaS Services are not infected with viruses, worms, or Trojans;

h) not to use any devices, products, or other means that serve to circumvent or overcome technical measures used by zenloop for the prevention of unauthorised use;

i) not to use any web crawlers, robots, spiders, site search/retrieval applications or other automated means or comparable technologies to access the SaaS Services or to retrieve or evaluate content.

9.3 The Customer shall be obliged to inform the Authorised Users of the above provisions and to ensure compliance with them.

9.4 The Customer shall indemnify zenloop against all claims asserted by third parties against zenloop due to violation of their rights or due to rights infringements caused by content created or transmitted by the Customer using the SaaS Services. The Customer shall also bear the necessary costs of zenloop’s legal defense in this regard, including court and lawyer fees. This indemnification shall not apply if the Customer is not responsible for the rights infringement. This shall not affect the assertion of further rights and claims by zenloop, in particular the right of extraordinary termination for good cause and claims for damages.

10. Intellectual Property, Rights of Use, Naming of References

10.1 The Platform and the SaaS Services, including the homepage layout, the graphics and images used, the content as a whole as well as individual pieces of content including the system presentation texts, as well as the software code on which the SaaS Services and the Platform are based, may be protected in whole or in part by copyright or other intellectual property rights. All rights are exclusively reserved by zenloop or zenloop’s licensors. This shall not include Customer and Survey Recipient Data.

10.2 In particular, the Customer shall be prohibited from

a) reproducing, modifying, adapting, translating, decompiling, disassembling or deriving the Platform or the SaaS Services, performing reverse engineering, or otherwise attempting to derive the source code underlying the SaaS Services or the Platform.

b) using, evaluating or displaying the Platform or the SaaS Services in order to construct, modify or otherwise create a network environment, a program, an infrastructure or parts thereof with features comparable to those of the SaaS Services or the Platform.

10.3 This shall not affect the mandatory legal regulations on permissible use pursuant to Section 69d para. 2 and 3 and Section 69e of the German Copyright Act.

10.4 In accordance with the Individual Contract and the following provisions, the Customer shall be granted the simple, non-exclusive, non-transferable right, limited to the duration of the Individual Contract, to access the SaaS Services using a browser and an internet connection and to use them for its own business purposes. This right of use shall be limited to the number of Authorised Users specified in the Individual Contract. zenloop shall be entitled to take technical measures to prevent use beyond the permissible scope, in particular to install access barriers.

10.5 In its relationship with zenloop, the Customer shall be entitled to all rights to the Customer and Survey Recipient Data provided by the Customer. However, the Customer shall grant zenloop the irrevocable right, free of charge, to collect Customer and Survey Recipient Data in summary and anonymous form to the extent permitted by law, and to use this to create statistical reports and presentations, to provide and enhance the Platform and SaaS Services, and to provide enhanced features. The Customer shall have no rights whatsoever to the aggregated data and results.

10.6 zenloop shall be entitled to include the Customer in zenloop’s reference list and to name the Customer in a suitable manner as a reference on the Website and in printed and digital marketing and advertising materials. For this purpose, the Customer shall grant zenloop free of charge a non-exclusive, worldwide, non-transferableright to use the Customer’s company name and logo. If using the company name and/or logo is subject to particular requirements, the Customer shall inform zenloop of these without request. The Customer shall be entitled to withdraw the granted right of use at any time, with effect for the future, by submitting a notification to that effect in text form.

11. Remuneration and Payment, Payment terms

11.1 The remuneration owed by the Customer for the Contractual Services shall be specified in the Individual Contract.

11.2 The remuneration for the Contractual Services shall be paid in advance for the service or billing period specified in the Individual Contract and the subsequent extension periods.

11.3 Unless otherwise expressly agreed in the Individual Contract, invoices issued by zenloop shall be due for payment in full within 7 days after receipt by the Customer. zenloop shall be entitled to send invoices to the Customer by email or to make them available to the Customer online.

11.4 Any set-off of claims by the Customer against claims of zenloop shall only be possible to the extent to which the Customer’s claims are legally established or not disputed.

11.5 All prices are in euros and – unless they are expressly referred to as gross prices – do not include the statutory turnover tax applicable at the relevant time. Unless expressly stated otherwise, the Customer shall be responsible for all other taxes and duties that apply to the sale and use of the SaaS Services and Additional Services. The Customer shall pay zenloop for the SaaS Services and Additional Services without any deductions for such taxes and duties. If zenloop is obligated to levy or pay such taxes and duties, zenloop shall invoice the Customer for these taxes and duties, unless the Customer submits to zenloop a valid exemption certificate issued by the competent tax office which states that no tax needs to be levied.

12. Restriction/Blocking of the User Account

12.1 zenloop reserves the right to temporarily or permanently restrict the Customer’s use of the SaaS Services or to temporarily or permanently block the Customer’s access to the SaaS Services if

a) there is concrete evidence that the Customer has allowed or in any other way deliberately enabled an unauthorised third party to use the user account or the access data;

b) there is concrete evidence that a breach of one of the obligations under Clauses 9.1 and 9.2 has occurred;

c) there is concrete evidence of misuse, unauthorised or fraudulent use of the user account or such use is to be feared on the basis of concrete evidence;

d) the Customer fails to pay the remuneration owed within 30 days of the due date, despite a reminder;

e) the Customer repeatedly violates other provisions of these Terms despite a warning;

f) other circumstances exist that would entitle zenloop to terminate the Contract for good cause.

12.2 When selecting measures according to Clause 12.1, zenloop shall take into account its own operational requirements and liability risks as well as the legitimate interests of any claimants and the Customer (e.g. fault, weight of the breach of duty, risks, statement by the Customer) in an appropriate manner.

12.3 zenloop shall inform the Customer without undue delay of any temporary or permanent restriction or blocking of its user account, stating the reasons.

13. Third-party Applications and Websites

The Website or the SaaS Services may contain hyperlinks to external applications and websites, over whose content zenloop has no influence. Such hyperlinks are provided to the Customer for reference purposes only. zenloop assumes no liability for external content. If zenloop becomes aware that linked content is illegal, zenloop shall remove the corresponding hyperlink without undue delay.

14. Limitations of Liability

14.1 zenloop shall only be liable without limitation for damages in case of intent and gross negligence on the part of zenloop, its vicarious agents and/or legal representatives. With regard to damages caused by slight negligence, zenloop shall only be liable in case of a breach of an essential contractual obligation. Essential contractual obligations are those obligations whose fulfilment make possible the correct execution of the Contract in the first place and on whose compliance the Customer may regularly rely. In the event of a breach of such an essential contractual obligation, the liability of zenloop shall be limited to the damages typical for this type of contract which zenloop could have foreseen at the time when the Contract was concluded based on the circumstances known at that time.

14.2 zenloop shall be liable for the loss of data in accordance with the preceding paragraph only if and insofar as such a loss could not have been avoided by the Customer through appropriate data backup measures.

14.3 The aforementioned limitations of liability as well as all other limitations of liability contained in these Terms shall not apply in the event of the assumption of express guarantees, in the event of claims due to a lack of warranted characteristics, or to damages resulting from injury to life, limb or health. In these cases, zenloop shall also be liable without limitation for slight negligence. The liability of zenloop under the German Product Liability Act also remains unaffected.

15. Force Majeure

15.1 If zenloop is completely or partially prevented from fulfilling the Contractual Services due to Force Majeure, zenloop shall be released from these obligations for the period and to the extent that Force Majeure prevents its performance.

15.2 As soon as zenloop becomes aware of a situation involving Force Majeure that completely or partially prevents zenloop from fulfilling the Contractual Services, zenloop shall be required to notify the Customer without undue delay (“notification”) and, as far as reasonably possible, to provide the Customer with an estimate of the extent and the expected duration of its inability to perform within 10 working days. If the notification is not issued without undue delay, zenloop shall only be released from its obligation to perform from the point in time when the notification is issued.

15.3 If zenloop invokes Force Majeure, zenloop shall make every economically reasonable effort to minimise the extent of the consequences caused by the Force Majeure for the Contractual Services. zenloop shall regularly inform the Customer in an appropriate manner about the current status as well as the extent and the expected duration of the impediment to performance.

15.4 The Customer shall be released from its payment obligation to the extent that and for as long as zenloop is prevented from fulfilling the Contractual Services due to Force Majeure. zenloop shall refund the Customer any relevant amounts already paid.

15.5 As soon as it becomes clear that the Contractual Services cannot be fulfilled, or cannot be fulfilled in full, for more than 3 months due to Force Majeure, each party shall be entitled to terminate the Contract with immediate effect.

16. Confidentiality

16.1 With regard to Confidential Information of the other party, each party shall be obliged to

a) keep such information strictly confidential and only use it in connection with the contractual purposes;

b) take appropriate confidentiality measures to secure such information against unauthorised access by third parties. This also includes technical security measures that take into account the state of the art (Art. 32 GDPR);

c) only disclose or pass on such information to those employees and bodies as well as commissioned service providers who or which need to know this information for the execution of the Contract, and who or which are subject to an obligation to maintain confidentiality that guarantees at least the same level of protection as this agreement;

d) not disclose or pass on such information to third parties, unless the third party is a consultant or potential investor of the receiving party and the respective consultant or investor is subject to an obligation to maintain confidentiality that guarantees at least the same level of protection as this agreement or is already professionally bound to secrecy.

16.2 The confidentiality obligations under Clause 16.1 shall not apply to Confidential Information that can be proven to

a) have been known or generally accessible to the public before its communication or transfer or becomes known or generally accessible to the public at a later date, as long as there is no breach of a confidentiality obligation;

b) have been already known to the receiving party prior to disclosure by the disclosing party, as long as there is no breach of a confidentiality obligation;

c) have been developed independently by the receiving party without using or referring to the Confidential Information of the disclosing party;

d) have been handed over or made available to the receiving party by an authorised third party, as long as there is no breach of a confidentiality obligation; or

e) be required to be disclosed due to mandatory legal provisions or a decision of a court and/or an authority.

16.3 The confidentiality obligations under this Clause 16 shall remain in force for a period of 2 years after termination of the Contract.

17. Data Protection

17.1 zenloop processes personal data of the Customer in accordance with the privacy policy of zenloop. zenloop’s privacy policy is available at: https://www.zenloop.com/de/legal/privacy.

17.2 Zenloop will process online rating data only in accordance with the documented instructions of the Customer and only for the contractually agreed purposes in compliance with Article 28 (3) GDPR and in accordance with the order processing agreement concluded between the parties.

17.3 The Customer, as the responsible party within the meaning of Article 4 No. 7 GDPR, is responsible for the lawfulness of the collection, processing and use of the online rating data and for safeguarding the rights of the persons affected within the scope of the online rating data. In particular, the Customer is responsible for ensuring that the processing of the online rating data by the Customer does not violate any laws or rights of third parties, including but not limited to intellectual property rights, data protection rights, or personal rights, and does not contradict the provisions of the Customer’s privacy policy.

18. Contract Term, Consequences of Termination

18.1 The beginning of the Contract, its duration and any ordinary rights of termination shall be regulated in the Individual Contract. This shall not affect the right of extraordinary termination.

18.2 zenloop shall block the Customer’s access to the Platform immediately after termination of the contractual relationship and permanently erase all of the Customer’s data and other content no later than one month after termination of the Contract. This shall not affect any statutory retention periods. Once erased, the content cannot be restored. It shall be the responsibility of the Customer to ensure that it has backed up or copied all data it requires, in particular Survey Recipient Data, before termination of the contractual relationship.

19. Transfer of Rights and Obligations

19.1 With the exception of the provisions in Clause 19.2, neither party may transfer its rights and obligations arising from the Contract to a third party without the consent of the other party.

19.2 zenloop shall be entitled to transfer the Contract in its entirety to an enterprise affiliated with zenloop within the meaning of Sect. 15 of the German Stock Corporation Act (AktG) as well as to any other third party, provided that this other third party acquires zenloop’s entire business or a substantial part thereof. zenloop shall notify the Customer of a planned transfer at least four weeks in advance in text form. In the event of such notice of transfer, the Customer shall have an extraordinary right of termination at the time when the planned transfer takes effect. In the notice of transfer, zenloop shall point out this right separately to the Customer. Notice of termination must be received by zenloop in text form within 14 days after the Customer receives the notice of transfer.

20. Other Provisions

20.1 If any provision of the Contract is found to be invalid, ineffective, or unenforceable, this shall not affect the validity, effectiveness, and enforceability of the other provisions of the Contract. The parties undertake to replace the ineffective provision with a legally permissible provision that comes as close as possible to the purpose of the ineffective provision.

20.2 Changes and additions to the Contract must be made in writing. This also applies to a waiver of this formal requirement.

21. Applicable Law and Place of Jurisdiction

21.1 The Contract shall be subject to German law.

21.2 The courts in Berlin shall have exclusive jurisdiction for all disputes arising from or in connection with this Contract.