GRAEBERT GMBH
Terms of Use for the Graebert Customer Portal

https://customer-portal.graebert.com
Effective Date: May 24, 2018
Last Updated Date: May 24, 2018

BY CREATING AN ACCOUNT TO USE THE GRAEBERT CUSTOMER PORTAL, SIGNING IN VIA A WEB BROWSER OR MOBILE APP OR APPLICATION PROGRAMMING INTERFACE, AND/OR USING ANY SOFTWARE AND/OR APPLICATIONS (COLLECTIVELY, "SOFTWARE") PROVIDED TO YOU BY OR ON BEHALF OF GRAEBERT GMBH ("GRAEBERT") IN CONNECTION WITH YOUR USE OF THE THE GRAEBERT CUSTOMER PORTAL SERVICE (THE “SERVICE”), YOU ACKNOWLEDGE AND AGREE THAT (1) YOU HAVE READ THESE TERMS OF USE (THE “AGREEMENT”); (2) YOU UNDERSTAND IT; (3) YOU ARE BOUND BY ITS TERMS; AND (4) YOU MAY RECEIVE, WITHOUT FURTHER NOTICE OR PROMPTING, UPDATED VERSIONS OF THE SOFTWARE. IF YOU DO NOT AGREE TO THE FOREGOING, YOU AGREE THAT YOU MAY NOT ACCESS OR USE THE SOFTWARE. IF YOU ACCESS THE GRAEBERT CUSTOMER PORTAL THROUGH ANY MEANS OTHER THAN AN UNMODIFIED GRAEBERT CUSTOMER PORTAL MOBILE OR WEB CLIENT; AND YOUR USE OF THE GRAEBERT CUSTOMER PORTAL’S SERVICE CONSTITUTES YOUR AGREEMENT TO THOSE TERMS AND CONDITIONS. This Agreement sets forth the terms and conditions of your use of the The Graebert Customer Portal and Service. Your use of, and participation in, certain aspects of the Service may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be listed in the Agreement or will be presented to you for your acceptance when you sign up to use the supplemental service. If any term of this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the aspect or aspects of the Service covered thereby. THIS AGREEMENT IS BINDING BETWEEN GAREBERT AND YOU. DO NOT USE THE SERVICE UNTIL YOU HAVE CAREFULLY READ THIS AGREEMENT.

Graebert knows that your privacy is important. For this reason, we have created a Privacy Policy that describes our collection, use and disclosure practices regarding any personal information that you provide to us. PLEASE NOTE THAT THE TERMS OF THIS AGREEMENT ARE SUBJECT TO CHANGE BY GRAEBERT IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Graebert will make a new copy of the Agreement available on its website and/or within its application(s) and any new Supplemental Terms will be made available from within, or through, the affected aspect of the Service on its website and/or within its application(s). We will also update the “Last Updated” date at the top of this Agreement. Any such changes will be effective immediately for both new and existing users of the Service. Graebert may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. If you do not agree to the terms of the updated Agreement, you shall stop using the Service. Otherwise, your continued use of the Service constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE TERMS OF USE TO BE FOUND ON THE WEBSITE CUSTOMER-PORTAL.GRAEBERT.COM TO VIEW THE THEN-CURRENT TERMS. IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASE CONTACT: [email protected]

1) GRAEBERT ACCOUNT
a)
In order to execute and access the SERVICE on any computer, you may be required to register a Graebert Account and to use it to identify yourself on any device you would like to use with the SERVICE. A valid e-mail address will be required for each Graebert Account and no more than one Graebert Account will be allowed for the same e-mail address.
b)
You are fully responsible for maintaining the confidentiality of your Graebert Account and password. Any activity that would occur under your Graebert Account as a result of your failing to keep the confidentiality of your password will be under your sole responsibility. You shall inform Graebert promptly of any breach of security of his Graebert Account including but not limited to any unauthorized use.
c)
It is strictly forbidden to share the same Graebert account between several users.
d)
After creating a Graebert Account, End-User-Licensee shall be able to check the status of his products and rights on The Graebert Customer Portal.
2) RIGHT TO USE SERVICE; OWNERSHIP; ACCESS TO SERVICE
a)
License: Subject to your compliance with the terms of this Agreement, Graebert hereby grants to you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the Service.
b)
Ownership: You acknowledge that (i) all right, title, and interest in and to the Service, the Software, and the online or other documentation (including online videos) provided by Graebert describing the Service and its use (the “Documentation”), and all patents, copyrights, trade secret rights, trademarks, trade names, and other proprietary rights embodied therein or associated therewith, are and shall remain with Graebert and/or its third party licensors; (ii) this Agreement conveys no right or interest in the Service, the Software or Documentation other than a limited right to use the Service in accordance herewith; and (iii) the Service, Software, and Documentation are protected by the copyright laws of Germany and the United States and international treaties.
c)
Hardware; Passwords: You are responsible for obtaining and maintaining all of the hardware, software, Internet access, and other products and services that you may need to use the Service. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other login information (collectively, “Passwords ”) that are provided to you or that are generated in connection with your use of the Service. You are the only person to whom the license described in Section 2(a) extends, and you therefore are not permitted to allow any other person to use your Passwords to access the Service. You are fully and solely responsible for all activities that occur on the Service under your Passwords.
d)
Ease of access: In order to provide you with ease of access to your account and to help administer the Service, Graebert may implement and use technology that enables us to recognize you and provide you with direct access to your account without requiring you to retype any password or other user identification when you revisit the The Graebert Customer Portal Service.
e)
Testing: We continually update the Service. In addition, we continually test various aspects of the Service, including The Graebert Customer Portal’s website, user interfaces, service levels, plans, promotional features, delivery and pricing. We reserve the right to, and by using the The Graebert Customer Portal Service you agree that we may, include you in or exclude you from these tests without notice. We reserve the right in our sole and absolute discretion to make changes from time to time and without notice in how we offer and operate our service.
f)
Suspension of Service: Your access to, and use of, the Service may be suspended temporarily for the duration of any scheduled maintenance or unscheduled downtime or unavailability of any portion, or all, of the Service for any reason, including as a result of power outages, system, or Internet failures or other interruptions. Graebert also reserves the right to suspend your access to the Service at anytime with or without notification in order to protect Graebert and you from what we believe to be fraudulent activity. Graebert is not obligated to credit or discount a paid subscription for holds placed on it by either a representative of Graebert or by our automated processes.
3) USAGE RESTRICTIONS
a)
Age: You must be at least thirteen (13) years old to use The Graebert Customer Portal's Service.
b)
Certain Obligations: You shall not:
i)
Attempt to copy, alter, modify, adapt, translate, or create derivative works of the Service or Documentation;
ii)
Attempt to remove or alter any proprietary notice or legends appearing in the Service or Documentation;
iii)
Analyze the Service or Documentation for purposes competitive to The Graebert Customer Portal, or access or otherwise use the Service or Documentation in order to build a similar or competitive service offering;
iv)
Attempt to reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of the Service, or create derivative works, compilations, or collective works thereof;
v)
Attempt to use any component of the Service on a standalone basis;
vi)
Attempt to export the Service or Documentation;
vii)
Disclose or make any Password(s) available to any other person;
viii)
Allow unauthorized access to, or use of, the Service;
ix)
Use any robot, spider, scraper or other automated means to access the Service, or use any data mining, data gathering or extraction method;
x)
Upload, post, email or otherwise send or transmit any material, including any software viruses or other computer code, files or programs, designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Service;
xi)
Use the Service or Software in any unauthorized or inappropriate way whatsoever, as determined in Graebert’s reasonable judgment, including but not limited to, by trespass or burdening network capacity; and
xii)
Use the Service in any manner to, in Graebert’s sole judgment, harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party.
4) SUPPORT
Graebert will, as part of the Service, provide such support with respect to the Service as Graebert deems appropriate.
5) INDEMNIFICATION
You agree to indemnify and hold Graebert, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Graebert Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your Content; (b) your use of, or inability to use the Service; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any users; or (e) your violation of any applicable laws, rules or regulations. Graebert reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Graebert in asserting any available defenses. You agree that the provisions in this section will survive any termination of your subscription, this Agreement, or your access to the Service.
6) DISCLAIMER OF WARRANTIES
The Service is provided on an “as is” and “as available” basis, without warranty of any kind. GRAEBERT SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Without limiting the foregoing, Graebert does not warrant that (i) the Service will meet your requirements; or (ii) the Service will operate without interruption or be error free. Furthermore, Graebert is not responsible for delays, delivery failures, or any other unavailability, loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet. It is acknowledged that the Service may be subject to limitations, delays, and other problems inherent in the use of the Internet, servers that are hosted by third party providers, and such related network and communications infrastructure.
7) LIMITATION OF LIABILITY
YOU RECOGNIZE THAT THE PRICE PAID FOR THE RIGHTS GRANTED TO YOU HEREIN MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE VALUE OF THE PRODUCTS TO BE DESIGNED, STORED, MANAGED OR DISTRIBUTED IN CONJUNCTION WITH THE SOFTWARE AND SERVICE. FOR THE EXPRESS PURPOSE OF LIMITING THE LIABILITY OF GRAEBERT AND ITS LICENSORS TO AN EXTENT WHICH IS REASONABLY PROPORTIONATE TO THE COMMERCIAL VALUE OF THIS TRANSACTION, YOU AGREE TO THE FOLLOWING LIMITATIONS ON GRAEBERT’S AND ITS LICENSORS’ LIABILITY. TO THE EXTENT ALLOWED BY LAW, GRAEBERT’S LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, SOFTWARE OR DOCUMENTATION FURNISHED HEREUNDER SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID GRAEBERT IN THE PAST 12 MONTHS. IN NO EVENT SHALL GRAEBERT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF DATA OR PROFITS, WHETHER OR NOT GRAEBERT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT SUCH LIMITATIONS ARE FAIR AND REASONABLE IN LIGHT OF THE TERMS UNDER WHICH THE SERVICE IS BEING MADE AVAILABLE TO YOU. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY STATED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. GRAEBERT'S THIRD PARTY LICENSORS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. GRAEBERT IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION OR DATA OF THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, OTHER USERS), AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. CERTAIN OF THE ABOVE LIMITATIONS MAY NOT APPLY IN SOME JURISDICTIONS, AND IN SUCH CASES GRAEBERT’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT DESCRIBED ABOVE THAT IS PERMITTED BY APPLICABLE LAW.
8) TERM AND TERMINATION; EFFECT OF TERMINATION; SURVIVAL
a)
Term: This Agreement commences on the date you accept it (as described in the preamble above) and will remain in effect until you elect to close your Graebert Account after independently terminating any subscription attached to the Service, or Graebert terminates your access. Notwithstanding the foregoing, if you used the Service prior to the date you accepted this Agreement, you hereby acknowledge and agree that this Agreement commenced on the date you first used the Service.
b)
Termination by Graebert: Graebert shall be entitled but not forced to suspend, terminate, or limit your access to the Service at any time, with or without notice, if you breach any term of this Agreement, or if you facilitate or encourage any violation of this Agreement, or if you terminate all the Products and Services that you associated to the Service. Upon termination of this Agreement, you shall make no further use of the Service. Termination of this Agreement shall not affect any obligations accrued prior thereto. You understand that any termination of the Service by Graebert may involve deletion of your Content associated therewith. Graebert will not have any liability whatsoever to you for any suspension or termination.
c)
Termination by you: If you want to terminate the Service by closing your Graebert Account, you may do so by notifying Graebert at any time.
d)
Effect of Termination: Termination of the Service includes removal of access to the Service and barring your further use of the Service, including but not limited to the use and access to any Graebert Product, Service or Subscription. Termination of Service also includes deletion of your password and all related information. You fully understand therefore that Termination of Service would result in losing any right or license you have acquired in Graebert Products or Services.
e)
Survival: All provisions of this Agreement which by their nature should survive, shall survive termination of the Service, including without limitation warranty disclaimers and limitation of liability.
9) MISCELLANEOUS
a)
Governing Law: This Agreement and any action related thereto will be governed and interpreted by and under the laws of Germany, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
b)
By using the The Graebert Customer Portal Service, you consent to the personal and exclusive jurisdiction and venue of the state and federal courts sitting in Berlin, Germany.
c)
Compliance with Laws; Export Control: You agree to comply with all laws and regulations relating to your use of the Service, including without limitation those relating to export and import, privacy, and personal data protection. Graebert's obligation to fulfill this Agreement is subject to the provision that it is not prevented by any impediments arising out of national and international foreign trade or customs requirements, including embargoes or other sanctions. This Agreement is subject to all German laws and regulations as may be enacted, amended or modified from time to time regarding the export from Germany of The Graebert Customer Portal services, technology, or any derivatives thereof. Without limiting the foregoing, by using the The Graebert Customer Portal Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. The provisions of this Section 14(c) will survive the expiration or termination of this Agreement for any reason.
d)
Communications and Notice: By using the The Graebert Customer Portal Service, you consent to receiving certain electronic communications from Graebert relating to the Service or your subscriptions. These Transactional Communications may involve sending emails to your email address provided during registration, or posting communications within the The Graebert Customer Portal service; will include notices about your account (e.g., payment authorizations, change in password or payment method, confirmation emails and other transactional information); and are part of your relationship with Graebert. You agree that any notices, agreements, disclosures or other Transactional Communications that Graebert sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. In the event that the last email address you provided to Graebert is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Agreement, Graebert’s dispatch of the email containing such notice will nonetheless constitute effective notice. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. Unless you opt out, you also consent to receive certain other Promotional Communications from us, such as notifications of new features, promotional announcements and customer surveys via email. If you want to unsubscribe (i.e., opt out) from certain non-transactional email communications, you will have the opportunity to do so. You can learn more about Transactional and Promotional Communication and your choices by reading our Privacy Policy.
e)
Assignment: This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. You may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder without the prior written consent of Graebert.
f)
Force Majeure: Graebert shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
g)
Limitations Period: YOU AND GRAEBERT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE THE GRAEBERT CUSTOMER PORTAL SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
h)
Severability: If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
i)
Waiver: Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
j)
Entire Agreement: This Agreement constitutes the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.