(valid from 06/30/2014)
With the domain www.onpage.org, the OnPage.org GmbH (hereinafter referred to as “OnPage.org”), based in Paul-Heyse-Str. 27 80336 München, (imprint: http://de.onpage.org/about/imprint/, operates a web-based (with other terminals such as Mobile, iPad, Facebook versions yet to come), partly charged service, which enables users (hereinafter referred to as “customers”) to analyze websites according to structure and optimize them for the search engine Google. The purpose of the charged services (herein after referred to as “service”) is to establish a technical platform for required data acquisition and processing and to enable access via Internet to make use of all the service’s features. The service is exclusively designed for entrepeneurs, freelancers and authorities.
(2) OnPage.org provides a service exclusively based on the subsequent TC and the product description http://de.onpage.org/product/tour/.
(3) Varying TC do not apply, even if OnPage.org hasn’t expicitly disagreed to them.
(1) A contract comes about based on the present TC and on the respective pricing model (see § 4) as shown on http://de.onpage.org/product/pricing/ and on the scope of services (see § 3 par. 2) as displayed on the website and in the present TC.
(2) Our service basically enables the customer to analyze and evaluate his own and maintained third party websites. The scope of services is described in the present TC and on http://de.onpage.org/product/tour/. OnPage.org reserves the right to extend, change or improve the service at any time. The customer will be informed about modifications of that kind regulary. It is only possible to limit the scope of services if inevitable due to legal reasons or if agreed upon request of OnPage.org. The customer’s consent is alleged if the customer does not disagree to the request in written form within six weeks.
(3) It is possible for the customer to book additional, charged services such as additional sub accounts, crawling capacities or as the case may be, which go beyond the services of the chosen standard package. It is only possible to book additional services if a standard package is being booked at the same time or already booked (not under notice) when booking additional services.
(4) Unless an explicit fee is agreed upon, payment of access and use to the service website conforms to the pricing of OnPage.org (as amended by http://de.onpage.org/product/pricing/) at the time of application through the customer. Having been admitted through OnPage.org, the customer receives a confirmation of fees in written form. Unless the customer disagrees to the confirmation immediately after notice, the fee is considered to be agreed on in case of doubt.
(5) Fees are subject to change at the time of the respective date of extension. The customer will be informed about altered fees at least four weeks prior to the respective date of extension via the OnPage.org eMail address or postally. In case of a net uplift, the customer is entitled to terminate the contract within two weeks notice to the end of the unexpired contract. Failing that, the uplift is considered to be agreed on to the next date of extension. This will be pointed out separately in the note of uplift.
(6) Technical modifications and minor deviation of the service of OnPage.org are subject to change if and to the extent that they are reasonably required. If the service is being improved after contract closing, the right to using the previous, unimproved version is excluded. If the use of the technically improved version is unreasonable for the customer due to particulars in the individual case, the contract can be terminated to the exclusion of further rights. The notice to terminate hast to be handed in immediately in written form.
(1) OnPage.org is entitled to feed customer data into the OnPage.org system. The customer agrees to the usage of transmitted data by OnPage.org for the purposes of contractual performance during as well as exceeding the duration of contract. The consent also involves the usage of brands, logos, company names and other indicators required for displaying the analyses of OnPage.org on service terminals and as part of the communication of OnPage.org (e.g. articles in magazines, forums, blogs or other editorial webistes).
(2) A contract between customer and OnPage.org comes about by acceptance of a contract through the customer or fomer contractual performance through OnPage.org. The possibility granted to the customer to upload content is considered as tacit consent of OnPage.org to contract closing. OnPage.org reserves the right to deny a customer application in isolated cases without giving reasons.
(3) Contract duration conforms to the specification of services respective to the date of contract formation, as accessible on http://de.onpage.org/product/pricing/. Contract durations of one month can be terminated with two weeks’ notice to the end of the contractual period; longer durations can be terminated with a month’s notice. If a contract isn’t terminated within the period stipulated, it is extended automatically for the corresponding period.
(4) Upgrades are possible also during contract duration. In this case, existing contract durations and terms of notice remain unaffected until at next point of contract extension. If the contract isn’t terminated within the period stipulated, contract duration and term of notice of the upgraded standard package apply. (For instance: A standard package with a regular month-long duration is concluded on 10/01. On 20/01, it is upgraded on a package with a regular six-month duration. From then on, the upgraded package runs until 09/02. Beginning on 10/02, the new contract duration adds up to the regular six months, until 09/08; a month’s notice applies from point of contract extension.)
(5) Downgrades are possible to the next point of contract extension. For changes of that kind, terms of notice are applied according par. 3. (For instance: A standard package, contracted on 01/01 with a six-month duration, shall be downgraded to a one-month duration. This needs to be handed in by no later than 31/05 for the downgrade to take effect by 01/07. From 01/07, term of notice comes to two weeks, possible at the first by 31/07.)
(6) Par. 3 applies accordingly for extra services. If extra services are being booked during the duration of the standard package, a duration of contract applies according to § 4 par. 2 until the next accounting period of the chosen standard package. Henceforth, extra services extend according to par. 3. Cancelling the standard package also affects all extra services. With downgrading, unwanted extra services need to be terminated separately. (For instance: A standard package, contracted on 10/01 with a six-month duration, is billed monthly in advance on the 10th, according to § 4 par. 2 of the chosen standard package. An extra service is being booked on 20/01 with a one-month duration, at first running until 09/02. Subsequently, the duration of the extra service accounts for one month regularly. The duration of the extra service is now 10/02 to 09/03.)
(7) Terminations require textual form.
(8) Termination for cause will remain unaffected. For OnPage.org, a compelling reason is on hand if a customer contravenes § 6 par. 2, 3, 4, 5 and/or 7.
(9) After termination, OnPage.org is entitled to finally delete customer data from using OnPage.org, above all history data and crawling results, from its servers. The customer himself is responsible for data backup.
(1) Pricing is retrievable from http://de.onpage.org/product/pricing/ All Prices are to be understood net. Respective sales tax is owed as well.
(2) Fees are billed monthly in advance. If extra services or upgrades to larger standard packages are being booked during contract duration, billing for the extra services is made according to the respective number of days until the next payment of the standard package is due. The customer will be provided with every invoice as PDF file in his customer account, containing all necessary information.
(3) Billing via credit card takes place via:
(4) If it is neither agreed upon credit card payment nor SEPA direct debit mandate, OnPage.org invoices need to be credited on the account as listed in the invoice by no later than 10 days after accessing the invoice. With the expiraton of the deadline, the customer is in default.
(5) All received payments are counted against costs first, then interest and at last on the main service, if the service is insufficient for acquittance. Another kind of acquittance can’t be determined onesidedly.
(6) In case of default, OnPage.org can discontinue its service after dunning until payment. In case of default, OnPage.org is entitled to immediately block access to all ASP services for the affiliate as well as for customers of the affiliate.
(1) Regarding services with mandatory registration, customers are committed to register themselves by applying for a user name and password. OnPage.org is entitled to verify the applicant’s reliabilty with means at their diposal. Once granted, access authorization is non-transferable.
(2) The customer is entitled to transfer access data to employees bound by instruction in terms of business.
(3) Transfer to third party businesses is also legitimate, if the customer holds a controlling share.
(6) The OnPage.org customer, apart from possible liability of the third party, is liable especially for actions of the third party which are performed in his account, as well as for an agent.
(7) The customers are responsible themselves for nondisclosure of access data. The customer is also responsible for costs caused by other persons via his account. The customer is committed to protect passwords and access data from unwanted third party access, misuse and loss. He excuses OnPage.org from costs and claims of third parties which occur from breach of the abovementioned duties.
(1) As far as the customer uploads contents protected by copyright or law into a service of OnPage.org, he grants the non-exclusive, worldwide and indefinite right to OnPage.org as well as to his affiliates to use the contents exclusively for the purposes to render the service in the respective extent. In order to be able to offer the respective service, OnPage.org neets to store and host the contents on servers where necessary. In particular, the right of use entitles OnPage.org to technically reproduce, change and analyze contents and share them with third party companies to ensure service provision. Moreover, the customer entitles OnPage.org to grant public access to his contents exclusively in case he intends to because of the nature of the service or if the parties explicitly agreed on public access. The right of granting public access expires as soon as the customer removes uploaded content from the service or cancels the definition of public access. Certain services, especially the use of the OnPage.org forums can be liable to additional conditions granting further rights. Regulations of number 6 f. will remain unaffected.
(3) If not agreed upon, the customer is not allowed to share his account with another person (regardless of whether legal or natural). If the customer uses the services of OnPage.org for a company, he agrees to the present TC to be legally binding for this company, with the customer’s personal liability from the contract remaining untouched. The company holds OnPage.org as well as all companies affiliated to OnPage.org together with employees, representatives and co-workers harmless and excuses them from lawsuits or charges related to the use of the service or infringement of the present TC, inlcluding all charges and costs due to lawsuits, losses, damages, trials, verdicts as well as court and lawyers’ fees.
(4) The customer is in particular obliged to use all contents made available through the service exclusively as intended and for his own use. Hereof excluded are statistical charts and screenshots of the customer’s account, if the OnPage.org copyright remains maintained and the origin of such documents remains obvious. Regarding the digital use of such documents, it needs to be linked with the homepage www.onpage.org.
(5) Upon concluding a contract, the customer is exclusively responsible for the accurate selection and the attention to truth regarding the contents. The customer is not allowed to maintain contents in his account that are in violation of the existing laws, especially criminal, copyright, competition laws etc. or infringe third party rights as trademark, personal, naming laws etc. The customer excuses OnPage.org completely from any claims asserted by a third party because of such contents and bears all costs incurred by necessary legal representation of OnPage.org.
(6) OnPage.org is not obliged to verify contents uploaded for analysis by the customer regarding legal admissibility or possible infringement of third party rights. If OnPage.org comes across illegal maintained contents, it is entitled to delete or block those contents partially or entirely at it’s own discretion without previous notification of the customer. The right of deletion is given in particular if transmitted data has illegal or adverse content which infringes third party rights and/or the present TC. Claims of the customer regarding valid deletion or blocking of accessibility are excluded.
(7) If the use of a service requires or includes downloadable software of OnPage.org, OnPage.org grants the customer the personal, global, non-transferable, non-exclusive and, as far as not explicitly marked differently, gratuitous right to use the OnPage.org software provided within the scope of the service for the contract duration. The concession of usage rights exclusively serves to enable the customer to use the services provided by OnPage.org according to the present conditions. The customer is not allowed to reproduce, change, spread, sell or rent out any part of the services of OnPage.org or the contained software. Moreover, the customer is not allowed to develop the software backwards (Reverse Engineering) or to extract the source code. Exceptions apply if compulsively legal or if OnPage.org has provided written consent.
It is left to OnPage.org’s own judgement to deploy subcontractors and/or technical service providers for service provision. As far as the customer grants OnPage.org usage, reproduction or similar rights, OnPage.org is entitled to grant sublicences to those assinged persons regarding those rights, if it is necessary for the performance of duty of the subcontractors and/or the technical service provicers.
(1) OnPage.org ensures an annual average availability of his webservers of 97% and reserves temporary constraints of contractual services with respect to capacity limits, maintenance or safety-relevant measures. Regarding the mentioned warranty of availability, periods remain disregarded in which the webserver of OnPage.org is inaccessible because of malfunction of phone lines to the server covered by the contract, power blackouts, disruptions within the internet, DDOS attacks or suchlike as well as because of failures of third party servers and other problems that are not within range of influence or responsibility of OnPage.org.
(2) § 536 German Civil Code will remain unaffected.
(2) A guarantee is not provided regarding options for action as displayed or otherwise mentioned in the customer account or on the website, particularly regarding the actually achievable success. A binding statement/advice is particularly impossible because of the fast and unpredictable technical developments of the market. Compliance of the displayed options for action happens at the customer’s own risk.
(3) OnPage.org is liable for nonnegligent or grossly negligent damages of OnPage.org itself, its legal representation or agents. With fundamental breach of contract or injury to life, limb or health, as well as presence of prerequisites of a claim to the product liability law, OnPage.org is already liable for ordinary negligence.
(4) If essential contractual obligations are ordinary negligently violated, OnPage.org is only liable in the amount of the typically arising damage. This applies to the ordinary negligent violation of obligations of legal representatives or agents also.
(5) OnPage.org is only liable for damages occurring from delay of performance, if OnPage.org acted intentionally or grossly negligent. Apart from that, the customer’s rights in the event of delay will remain unaffected.
(6) Entitlement to damages is limited to 50% of the average contractual volume (maximum liability), if not covered by insurance or based on gross negligence of OnPage.org or its agents.
(7) If neither intent, gross negligence or warranty of OnPage.org are present, OnPage.org is not liable for collateral damage such as loss of profit.
(8) Liability pursuant to culpa in contrahendo according to § 536a Par. 1 1. Alternative German Civil Code of OnPage.org shall be precluded.
(1) The customer can only offset with claims that are either uncontended, confirmed by credit or determined without further legal recourse. The customer can only assert the right to withhold performance and/or the right of retention due to claims based on the same legal relationship and approved by OnPage.org or determined without further legal recourse, exept for acts of gross neglicence or intent.
(2) If a notice of defects is asserted, the customer can withhold only such payments which are in adequate proportion to the occurred defects. If the customer is entrepreneur, he can withhold payments only in case of an undoubted notice of defects.
(3) The customer is not allowed to assign claims against OnPage.org to third parties. Assignments of that kind are void towards OnPage.org at all events, if not explicitly agreed upon otherwise in written form.
Upon open account, the customer needs to check bills, closings of accounts and statements of balances of OnPage.org immediately for correctness and completeness. OnPage.org can except accrued default interest from closings of accounts and statements of balances and bill them separately. Objections against closings of accounts and statements of balances need to be raised within 30 days from access, other objections immediately. Failure of objections in due time is considered approval. OnPage.org will point out the consequences of failure of seasonable objectsions specifically on notifications of closings of accounts, statements of balances and other bills. Legal claims regarding justified objections after deadline expiration will remain unaffected.
(1) There are no subsidiary agreements. Alterations and additions to the present TC are only valid if confirmed in written form by one of the CEOs authorized to solely represent OnPage.org. All individual agreements need to be put into writing immediately. Orders of the customer or special conditions are accepted once confirmed in writing by OnPage.org. The requirement of written form according to Par. 3 is retained when using telefax or email.
(2) If single or several determinations are void, it doesn’t affect the efficacy of the remaining determinations. Instead of the void determination, a determination which legally matches the economical sense and purpose of the void determination is coming into effect.
(3) If the parties fail to inform each other about a respective address modification, a letter by registered post to the last known address will suffice to express a declaration of intent towards the other party. In this case, a declaration will take effect at the time it would have taken if regularly shipped without an address modification.
(1) German right applies exclusively.
(2) Place of fulfillment and jurisdiction, as far as legal, is Munich. OnPage.org however is entitled to proceed against a costumer in his registered residence as well.
(3) OnPage.org is entitled to change or complement the TC if the customer opts in. The customer will be informed about a planned change of the TC at the latest one month before the planned time of change in written form, with the changes highlighted. If the customer fails to object the changes or complements within one month after access, his consent is considered as valid.
(4) With continuing obligation, we are entitled to
a. complement or replace a condition if void with consequence for existing contracts,
b. in case of a change of a legal requirement or judicature of the supreme court affecting one or more conditions of the contract, adjust the concerned conditions so much they match the purpose of the regulation or judicature, if the customer isn’t put at a disadvantage compared to the original condition.