Terms of Use

1. Scope of Application

1. Gabriel Beslic, Homburger Landstraße 455, 60433 Frankfurt am Main, legal@bridge.ls ("Provider") offers the software 'Bridge' as Software-as-a-Service (as more specifically described in Sec. 3, the "Software") for use. These Terms of Use ("Terms of Use") apply to all agreements between the Provider and commercial customers of the Provider ("Customers") regarding the use of the Software. Customer and Provider are each individually referred to as a "Party" and, collectively, as the "Parties".
2. The Software may only be used by customers who are entrepreneurs within the meaning of § 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB). The Provider may, prior to conclusion of the agreement, require the Customer to provide sufficient proof of their status as an entrepreneur.
3. If special conditions for individual uses of the Software or for related services deviate from these Terms of Use, this will be indicated at the relevant point. In each individual case, the special terms of use shall apply in addition.
4. The Provider does not recognise any deviating or conflicting terms and conditions of the Customer, unless the Provider has expressly agreed to them. Any counter-confirmations by the Customer referring to its own terms and conditions are hereby objected to. Individual agreements between the Parties shall always take precedence.
5. Information in advertising materials, brochures, or on the Provider's website shall only become part of the agreement to the extent expressly agreed. Special requirements of the Customer, in particular regarding IT security, compliance, or documentation, shall only become part of the agreement if they are expressly included in the offer or in the online booking and confirmed by the Provider. The Provider only assumes guarantees if it expressly designates them as such in writing.
6. The language of the agreement is German. Any text components in other languages serve informational purposes only.
7. The Provider does not store the contract text after conclusion of the agreement. The Customer has access to the current version of the Terms of Use on the Provider's website. The version of the Terms of Use applicable at the time of conclusion of the agreement will be made available to the Customer by email or as a download.

2. Formation of Agreement

1. Use of the Software requires the conclusion of an agreement ("Agreement") between the Customer and the Provider.
2. An agreement between the Parties may be concluded either by (a) an offer from the Provider for the use of the Software and its unconditional acceptance by the Customer ("Offer"), or (b) the completion of an online booking via the Provider's website or a comparable online interface ("Online Booking").
3. Offers from the Provider are non-binding and may be revoked by the Provider at any time prior to acceptance by the Customer, unless they are expressly marked as binding. Acceptance by the Customer may be made in text form (e.g. by email) or by electronic signature.
4. In the case of an Online Booking, the offer to use the Software presented on the website does not constitute a legally binding offer, but rather an invitation to submit an offer by the Customer (invitatio ad offerendum). The Customer selects the desired plan online and, by completing the booking process, submits a binding offer to conclude an agreement on the terms presented therein. Prior to submitting the offer, the Customer may correct their entries using the standard keyboard and mouse functions. The agreement is concluded as soon as the Provider confirms the booking or provides the Customer with access to the Software.
5. The sole basis for the legal relationship between the Provider and the Customer is the agreement concluded between the Parties, consisting of the Offer or the terms set out in the Online Booking, as applicable, and these Terms of Use. In the event of conflicts, the provisions of the Offer or the Online Booking, as applicable, shall prevail over these Terms of Use.
6. The Provider may, at its own discretion, offer trial periods. The duration and conditions of the trial period will be displayed during the Online Booking or specified in the Offer. Upon expiry of the trial period, the agreement automatically converts to the selected paid plan, unless the Customer cancels before the end of the trial period. The Provider may modify or discontinue trial periods at any time.

3. Scope of Services and Features

1. The Software is a cloud-based MCP hosting platform.
2. The Software is operated and maintained on servers of the Provider or its sub-service providers.
3. For the duration of the Agreement, the Provider shall make the Software available to the Customer for use as Software-as-a-Service in the agreed scope, as well as the storage space required for the contractual use of the Software for data entered by the Customer or generated during use ("Customer Data"). The specific scope of services and features of the Software booked by the Customer, including authorised users, shall be governed by the Offer or the plan selected by the Customer during the Online Booking, as applicable.
4. If the Agreement is based on an Online Booking, the Customer may change the booked plan at any time via their customer account. An upgrade to a higher-tier plan takes effect immediately; the difference between the increased fee and the fee already paid will be charged for the remaining term of the current billing period. All further billing periods will be invoiced within the framework of the agreed advance payment. A downgrade to a lower-tier plan takes effect at the end of the current billing period.
5. The Provider shall implement measures to protect Customer Data in accordance with the current state of the art. However, the Provider shall not be subject to any custodial or retention obligations with respect to Customer Data.
6. The Provider is only obliged to provide the functions and features of the Software as set out in the service description, as well as to adapt the Software to the current state of the art. The Provider is not obliged to provide any further services unless expressly agreed otherwise in writing. In particular, the Provider is not obliged to provide installation, configuration, consulting, customisation, or training services, nor to create or provide individual programming or add-on programs. However, further service offerings of the Provider (e.g. additional features) may be made available to the Customer under a separate agreement and, where applicable, for a separate fee.
7. Maintenance of the Software is included in the agreed remuneration. Maintenance comprises the regular review of the Software to ensure contractual performance and security, as well as the rectification of defects. The performance of maintenance work is governed by Sec. 5 (Availability, Disruptions).
8. The Provider will continuously enhance the Software in the form of patches, updates, and upgrades and make improvements where these (i) serve technological progress or (ii) appear necessary to prevent misuse. In addition, the Provider is entitled to modify the Software if (i) applicable law requires such modifications, (ii) the modifications are beneficial to the Customer, or (iii) the modifications are purely technical or procedural in nature and have no material impact on the Customer. All other modifications are subject to Sec. 17.

4. Access Credentials

1. The Customer shall protect and store access credentials against access by third parties in accordance with the current state of the art.
2. Access credentials must not be disclosed to third parties, except for disclosure to the Customer's employees for business purposes.

5. Availability, Disruptions

1. The Provider makes the Software available for use at the router exit of the data centre in which the server hosting the Software is located ("Handover Point"). The Customer is responsible for the internet connection between the Customer and the Handover Point and for the hardware and software required for this purpose (e.g. computer, network connection).
2. The Provider shall make the Software available with an availability of 99% on a monthly average. "Availability" means the Customer's ability to use the main functions of the Software.
3. The following periods shall be disregarded when calculating Availability and shall not be deemed downtime:
   • periods of planned or operationally necessary maintenance work;
   • periods of disruptions for which the Provider is not responsible, in particular force majeure, disruptions of public communications networks, or disruptions originating in the Customer's sphere;
   • periods of disruptions during which the agreed resolution time is met;
   • periods of minor disruptions that do not, or only insignificantly, impair the use of the main functions of the Software.
4. The Provider will endeavour to remedy disruptions or interruptions to the provision of the Software within a reasonable period after the Customer has reported them.
5. Maintenance work may lead to temporary restrictions. The Provider will, where possible, carry out such work outside normal business hours and will inform the Customer in advance if a significant impairment of use is to be expected.
6. If a Service Level Agreement or specific availability commitments are agreed in the Offer or in the plan selected by the Customer, these shall take precedence over the foregoing provisions.
7. The Customer shall report disruptions without undue delay by email or via the support portal on the Provider's website. The Provider will respond to such reports in an appropriate manner.

6. Rights of Use

1. This Clause applies exclusively to the grant of rights of use in the Software by the Provider to the Customer; the grant of rights of use by third parties is governed by Sec. 7.
2. Subject to payment of the agreed remuneration, the Customer receives from the Provider the non-exclusive and non-transferable right to use the Software during the term of the Agreement in the agreed scope, for its intended purpose and in compliance with applicable law. Unless expressly agreed otherwise, the aforementioned rights of use apply only to the country in which the Customer has its registered place of business.
3. All rights in the Software remain with the Provider. The Customer acquires only the rights of use expressly granted pursuant to the Agreement.
4. The Software may only be used by the Customer for its own purposes. In particular, the Customer may not
   • make the Software available to third parties outside the agreed authorised user group;
   • modify, decompile, disassemble, reverse engineer, or otherwise process the Software, to the extent this is not permitted by mandatory statutory provisions;
   • use the Software to develop a competing software solution or to assist a third party in doing so;
   • use the Software to disseminate illegal and/or infringing content;
   • sell, license, rent, transfer, or otherwise commercially exploit the Software.
5. The Provider reserves the right to delete infringing content as well as content containing viruses or other harmful components and/or to block access to the Software.
6. The Customer may only reproduce the Software to the extent covered by the intended use of the Software pursuant to the applicable service description. Necessary reproduction includes loading the Software into the working memory on the Provider's server, but does not include even temporary installation or storage of the Software on data carriers (such as hard drives or similar) of the hardware used by the Customer.
7. Upon termination of the Agreement, the rights of use shall automatically expire without any declaration by the Provider being required.

7. Third-Party Rights of Use

1. The Software may contain open source software components. The use of these components is subject exclusively to the applicable licence terms of the open source software components, which are transmitted and/or referenced within the open source software components. In the event of conflicts or contradictions between the licence terms of the open source software and the provisions of the Agreement, the licence terms of the open source software shall take precedence.
2. If the Provider makes APIs or add-ons available for third-party software, such third-party software is not covered by the grant of rights pursuant to Sec. 6. The Customer is solely responsible for obtaining the corresponding rights of use.

8. Support

1. The Provider shall establish a support service for the Customer's enquiries regarding the Software. Enquiries may be submitted via the support channels indicated on the Provider's website. Enquiries will be processed in the order in which they are received.
2. To the extent that reported defects are attributable to improper or non-contractual use of the Software by the Customer or its users, the Provider may invoice the effort incurred for defect rectification at market-standard rates.
3. The Customer is invited to provide the Provider with feedback on the Software. The Customer hereby grants the Provider the free-of-charge, temporally and territorially unlimited right to use such feedback for the improvement of the Software and other services of the Provider.

9. Customer Obligations, Prohibited Uses

1. The Customer shall ensure that the Software is used only within the contractually agreed scope. Any unauthorised access must be reported to the Provider without undue delay. The Provider is entitled to block access to the account, the login area, the Software, and/or other services in the event of misuse.
2. The Customer is solely responsible for the content and data processed using the Software. The Customer is obliged not to use the Software in any manner that violates applicable law, official orders, third-party rights, or agreements with third parties.
3. The Customer shall observe the system requirements and device recommendations of the Provider described here https://bridge.ls/system-requirements. If the system requirements are not met by the Customer, restrictions on the usability of the Software may occur. The Provider is not responsible for such restrictions.
4. The Customer shall check data for viruses or other harmful components before storing or using them in the Software, and shall employ state-of-the-art measures for this purpose (e.g. antivirus software).
5. The Customer shall indemnify the Provider against all claims, disputes, losses, damages, expenses, costs (including court costs and legal fees), and liabilities ("Losses") arising out of or in connection with (i) the Customer's use of the Software in breach of the Agreement, (ii) any breach by the Customer of an obligation or prohibition set out in Sec. 6 or in this Clause, or (iii) a claim that content of the Customer disseminated via the Software has caused damage to a third party.

10. Customer Data

1. The Provider does not carry out any substantive or technical review of Customer Data. The Customer is solely responsible for the accuracy, completeness, and lawfulness of Customer Data. The Provider shall not be liable for damages resulting from inaccurate, incomplete, or unlawful Customer Data.
2. Customer Data may be protected by copyright or other legal rights. The Customer hereby grants the Provider the right to make Customer Data accessible to the Customer upon its queries via the internet and, in particular, to reproduce and transmit it for this purpose, as well as to reproduce it for the purpose of data backup.
3. To the extent that a database or database work is created on the Provider's servers during the term of the Agreement through the contractual use of the Software, all rights therein shall vest in the Customer. The Customer shall remain the holder of these rights even after termination of the Agreement.
4. If Customer Data loses its personal reference through anonymisation, the Provider shall be free to further use and store such data to the extent permitted under the applicable data protection laws.

11. Data Protection

1. The Parties shall comply with the applicable data protection provisions in the performance of the Agreement, in particular the provisions of the GDPR and the German Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG).
2. The Parties shall obligate their employees and other vicarious agents to maintain confidentiality and comply with data protection requirements.
3. The Customer is the controller responsible for the processing of personal data in connection with the use of the Software within the meaning of Art. 4 No. 7 GDPR. The Customer warrants that it is authorised to process personal data in the context of using the Software, and shall indemnify the Provider against all third-party claims based on a breach of data protection provisions by the Customer.
4. The Parties agree that Customer Data may contain personal data and that the Provider acts as a data processor within the meaning of Art. 28 GDPR in this regard. Against this background, the Parties shall enter into the Data Processing Agreement ("DPA"), which is available at https://bridge.ls/dpa. In the event of conflicts between these Terms of Use and the DPA, the provisions of the DPA shall prevail.
5. The data protection obligations under this section and the DPA shall continue to apply after termination of the Agreement for as long as the Provider processes Customer Data.

12. Remuneration

1. The remuneration for the use of the Software and the payment terms shall be governed by the Offer or the plan selected by the Customer during the Online Booking, as applicable. The remuneration may consist of a flat fee and/or usage-based fees, each as indicated in the Offer or the selected plan.
2. If the Agreement is based on an Offer, the remuneration is, unless otherwise agreed in the Offer, payable annually in advance. If the Agreement is based on an Online Booking, the remuneration is due in advance at the beginning of each billing period (monthly or annually, depending on the selected plan). A valid payment method (e.g. credit card) must be provided at the time of Online Booking. The Customer authorises the Provider to collect the remuneration due in each case via the stored payment method.
3. If the Agreement is based on an Online Booking and the Customer exceeds the usage limits set out in the booked plan (e.g. number of users, storage volume, or transactions), the Provider is entitled to charge additional fees for the excess usage. The billing of excess usage shall be carried out at the Provider's discretion either by upgrading to the next higher plan or by subsequent calculation of the actual excess usage at the end of the respective billing period. The Customer will be informed by email or within the Software of any excess and the corresponding additional charges.
4. In the event of early termination of the Agreement for good cause, the remuneration shall be refunded on a pro-rata basis.
5. All fees and charges are stated in EUR and are payable in EUR plus applicable value added tax.
6. The Provider is entitled to increase the remuneration for future billing periods. The Provider will inform the Customer in text form at least eight (8) weeks before the increase takes effect. If the Customer does not agree to a price increase of more than 5%, it may terminate the Agreement with fourteen (14) days' notice to the end of the current billing period (in the case of an Online Booking) or the current contract term (in the case of an Offer).
7. Statutory default interest shall be charged on payments not made on time. In the event of default in payment, the Provider is entitled to restrict or suspend the services. In the event of a payment default of more than 60 days, the Provider is entitled to terminate the Agreement for good cause.
8. The Customer is not entitled to set off claims against the Provider, unless such claims have been established by final and binding judgment or have been acknowledged in writing by the Provider.
9. The Customer may only exercise a right of retention on the basis of counterclaims arising from the same contractual relationship that are undisputed or have been established by final and binding judgment.

13. Term and Termination

1. The term of the Agreement and the notice periods for termination shall be governed by the Offer or the plan selected during the Online Booking, as applicable.
2. If the Agreement is based on an Offer and unless otherwise agreed in the Offer, the Agreement shall automatically renew for the same period upon expiry of the agreed term, unless terminated with thirty (30) days' notice prior to the end of the respective term.
3. If the Agreement is based on an Online Booking, it shall run for the duration of the billing period provided for in the selected plan (monthly or annually) and shall automatically renew for one further billing period at a time, unless terminated. The Customer may terminate the Agreement at any time with effect from the end of the current billing period, provided that no minimum term is stipulated in the selected plan. The Provider may terminate the Agreement with one (1) month's notice to the end of a billing period.
4. The right to terminate for good cause without notice shall remain unaffected. Good cause shall exist in particular if
   • the other Party repeatedly or persistently breaches material contractual obligations despite a formal warning;
   • insolvency proceedings are opened against the assets of the other Party or the opening of such proceedings is rejected for lack of assets; or
   • a Party uses Customer Data in breach of the contractual agreements.
5. Any termination must be made in text form (e.g. by email or letter).
6. Upon termination of the Agreement, all rights of use in the Software granted to the Customer shall expire. The Customer shall immediately cease using the Software.

14. Warranty

1. The Software provided by the Provider substantially conforms to the service description referred to herein. The Provider draws attention to the fact that, according to the current state of the art, it is not possible to create software that is entirely free of errors. However, the Provider warrants that the Software is free from defects that more than insignificantly impair its suitability for contractual use.
2. In the case of updates, upgrades, and new version deliveries, warranty claims are limited to the new features of the update, upgrade, or new version delivery compared to the previous version.
3. The statutory provisions on warranty in lease agreements shall apply in principle. However, the application of § 536a para. 2 BGB (tenant's right of self-remedy) and the strict liability pursuant to § 536a para. 1 BGB for defects existing at the time of conclusion of the agreement are excluded. In all other respects, the provisions of service contract law (§§ 611 et seq. BGB) shall apply.
4. The Customer shall notify the Provider of defects without undue delay upon their discovery, providing information useful for identifying the defects.
5. To the extent that an update or patch must be installed or activated by the Customer itself and the Customer fails to do so within a reasonable period despite being requested to do so by the Provider, the Provider's liability for defects attributable to the absence of such update shall be excluded.
6. Warranty is excluded for defects arising from non-contractual use of the Software.
7. The Provider warrants that no third-party rights stand in the way of the contractual use of the Software. The Customer shall promptly inform the Provider if third parties assert claims against it for infringement of intellectual property rights. If the Software infringes third-party rights, the Provider shall, at its own choice and expense, either (i) procure for the Customer a right to use the Software, or (ii) modify the Software so that it no longer infringes third-party rights. If the Provider is unable to provide a remedy, either Party shall be entitled to terminate the Agreement for good cause.
8. The Provider does not warrant that the Customer's business expectations associated with the use of the Software will be realised.
9. The Provider does not assume any additional guarantee for the Software without express written confirmation.
10. Any claims for damages are subject to the limitations set out in Sec. 15 (Liability).

15. Liability

1. The Provider shall be liable without limitation in cases of intent, gross negligence, fraudulent concealment of a defect, and culpable injury to life, body, or health. The Provider shall further be liable without limitation for claims under the German Product Liability Act (Produkthaftungsgesetz), for guarantees expressly assumed in writing by the Provider, and for claims arising from the absence of warranted characteristics.
2. Without prejudice to the cases of unlimited liability set out in the preceding clause, the Provider shall be liable to the Customer for slightly negligent breaches of duty only in the event of a breach of material contractual obligations, i.e. obligations whose fulfilment is essential to the proper performance of the Agreement or whose breach jeopardises the achievement of the purpose of the Agreement, and upon which the Customer may regularly rely, but limited to the foreseeable, contract-typical damage at the time of conclusion of the Agreement. Strict liability pursuant to § 536a para. 1 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) for defects existing at the time of conclusion of the agreement is excluded.
3. The Provider reserves the right to raise the defence of contributory negligence on the part of the Customer (e.g. due to a breach of its cooperation obligations pursuant to Sec. 9).
4. The Provider shall be liable for the loss of data only up to the amount that would have been incurred to restore the data had it been properly and regularly backed up.
5. To the extent that damages arise from the Customer disclosing access credentials to unauthorised persons or culpably failing to ensure their confidentiality, the Provider shall not be liable, unless the Provider has (co-)caused the damage through intent or gross negligence, or there is a culpable injury to life, body, or health.
6. These liability provisions also apply for the benefit of the Provider's employees, representatives, and officers, as well as to liability arising from tort.

16. Confidentiality

1. The Parties undertake to treat all Confidential Information that they obtain in connection with the Agreement and its performance as confidential and not to disclose or pass it on to third parties ("Confidentiality Obligation").
2. "Confidential Information" means all commercial, technological, scientific, patent-related, and other internal information of the Parties regarding any business strategies, ideas, intellectual property rights, development, know-how, and production of the Parties, whether already communicated or communicated in the course of the Agreement.
3. The Confidentiality Obligation shall not apply to information
   • that was already in the possession of the other Party prior to disclosure by the disclosing Party;
   • that was already publicly known at the time of disclosure;
   • that becomes generally known after its disclosure through publication or otherwise, unless this occurs as a result of a breach of the confidentiality obligations set out in this section by one of the Parties;
   • for the disclosure of which to third parties the other Party has previously given its consent in text form (including by email); or
   • in respect of which a statutory obligation to disclose or reveal exists.
4. The confidentiality obligations shall continue to apply after termination of the Agreement.
5. Following prior coordination with the Customer, the Provider may advertise the customer relationship, in particular by publicly naming the Customer as a customer and using the Customer's logo on the Provider's website and in marketing materials.

17. Amendments to these Terms of Use

1. For good cause, in particular in the event of changes in the legal situation, supreme court case law, the Software, related services, or market conditions, the Provider may notify the Customer of an amendment to these Terms of Use, highlighting the material changes. The amended Terms of Use shall be deemed agreed if the Customer has not objected to the amendment within one month of receipt of the notification and the Provider has specifically drawn the Customer's attention to this consequence when notifying the Customer of the amendments. Amendments to the agreed service content shall, irrespective of the foregoing provisions, require the express consent of the Customer.
2. If the Customer objects to an amendment to the Terms of Use within the period set out above, the Provider shall have the right to terminate the Agreement with three (3) months' notice to the end of a calendar month.
3. In the event of an increase in fees, Sec. 12.6 shall apply in addition.

18. Notices

Notices from the Customer shall be sent by email to legal@bridge.ls. The Customer shall promptly communicate to the Provider at the above email address any material changes to the Customer's details or other circumstances affecting the contractual relationship.

19. Final Provisions

1. The Customer may only assign or transfer rights and obligations under the Agreement to third parties with the prior consent of the Provider in text form. Section 354a of the German Commercial Code (Handelsgesetzbuch, HGB) shall remain unaffected.
2. German law shall apply, to the exclusion of conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
3. The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms of Use or the Agreement shall be Frankfurt am Main, Deutschland, unless mandatory statutory provisions provide otherwise. The place of performance shall be the registered office of the Provider.
4. Should any provision of these Terms of Use be or become invalid, contain an impermissible time limit, or contain a gap, the legal validity of the remaining provisions shall not be affected thereby. To the extent that the invalidity does not arise from a violation of §§ 305 et seq. of the German Civil Code (Bürgerliches Gesetzbuch, BGB) (applicability of general terms and conditions), a valid provision that comes closest to what the Parties intended economically shall be deemed agreed in place of the invalid provision. The same shall apply in the event of a gap. In the case of an impermissible time limit, the legally permissible measure shall apply.