2. Subject matter
Subject of the contract between you and us is the use of the web application SMARTGROUPs.

We do not guarantee anything in the context of the content, features and services offered by us with SMARTGROUPs. Properties of SMARTGROUPs are legally non-binding unless we have expressly declared something like a guaranteed feature in written note.

You have no right to any particular design or equipment of SMARTGROUPs.

We store your data in the cloud so you can use our web application from different devices simultaneously and will have access to them any way.

For the use of our products the following functions are available, for example:

A user has its user profile, in which a personal profile picture can be adjusted. In each user profile standard functions and features are available.

For content created by a user that user is responsible as an administrator. This includes the question of making backups of that content. A backup service is owed by us only if we have explicitly agreed with you that this has to be provided by us.

You can be invited by another user to SMARTGROUPs too. A claim for such an invitation does not exist, however. If you would like to invite anybody to SMARTGROUPs and if you are capable of adding users to your SMARTGROUPs system, you can do this by entering the email address for non-registered persons. They receive an invitation email message afterwards.

3. Conclusion of contract
You can use our web application SMARTGROUPs as Software-as-a-Service (SaaS) through your browser and the Internet without a need for any download. It is up to you to provide yourself access to the Internet and the software that is required for the use of SMARTGROUPs (e.g., browser, browser plug-ins).

You will have access to SMARTGROUPs through our websites or the websites of third parties, and you can register yourself within the application. For a registration with SMARTGROUPs, you will have to warrant the information gathered from you is true and complete if the request for information is not explicitly marked as voluntary.

You must enter a user name for the registration, and you need to register your email address. When the registration was completed by you, we send an email to you with a registration link so that you can activate your account at SMARTGROUPs. With the reception of this email and your use of the registration link the registration process is completed ("completion of registration").

By the completion of registration, a contract between you and us about the use of SMARTGROUPs is concluded. In the context of a test-account that contract is formed when you consent to the Terms of Use by confirming the corresponding input dialogue during the creation of such an account.

A right for you to force us to confirm your registration or a need for us to enable the completion of registration to create a user account and form the resulting underlying contract with us do not exist. We reserve the right to reject registration requests without giving a reason. The information already provided by you within the registration process including your personal data is deleted in such a case.

You are responsible for the security of your login data. In particular, you must keep your password confidential and must not pass it on to any unauthorized third parties or others.

In case of loss or misuse of your login or reasonable suspicion of any harmful action, you are obliged to notify us immediately by email. You can send such a message to support@smartgroups.io.

4. Your use of SMARTGROUPs
While using SMARTGROUPs, you must comply with all laws and regulations of the Federal Republic of Germany.

Data and contents may be uploaded and processed or spread with SMARTGROUPs only if that use of data and content does not violate the laws or intellectual property rights or other rights of third parties (e.g. registered trademarks, naming rights, portrait rights).

You are always responsible for the information and content provided by you.

We do not take any action to investigate the data and content provided by our users to see whether they are legal or free of malware.

You can upload a picture in your user profile in SMARTGROUPs. Before uploading any image, you must ensure that you have appropriate rights to use.

You must not upload or make available contents, files or pictures with depictions of violence, pornographic, discriminatory, libellous, racist or other illegal content.

Other persons may only be visible on pictures uploaded and published in SMARTGROUPs if you have their consent to do so.

We are authorized to delete files or images uploaded by you at any time or to replace them if they clearly violate third party rights or applicable laws or if you fail to react within the period stipulated by us because of a complaint about your files or images.

4.1 General Prohibitions
You agree not to do—or attempt to do—any of the following:

• Probe, scan, or test the vulnerability of any SMARTGROUPs system or network or breach any security or authentication measures;

• Access, tamper with, or use non-public areas of SMARTGROUPs, smartgroups GmbH's computer systems, or the technical delivery systems of SMARTGROUPs's providers;

• Decipher, decompile, disassemble or reverse engineer any of the software used to provide SMARTGROUPs;

• Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming, or mail-bombing SMARTGROUPs;

• Access or search SMARTGROUPs or download any intellectual property from SMARTGROUPs through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than our publicly supported interfaces;

• Plant malware or use SMARTGROUPs to distribute malware;

• Send any unsolicited communications, promotions, advertisements or spam;

• Send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";

• Post or transmit anything that is fraudulent or misleading, or that infringes on others' rights;

• Impersonate or misrepresent your affiliation with any person or entity;

• Violate the privacy of others;

• Violate any applicable law or regulation; or

• Encourage or enable any other individual to do any of the above.

Although we're not obligated to monitor access to or use of SMARTGROUps or your content or to review or edit any of your content or the intellectual property of other SMARTGROUPs users, we have the right to do so for the purpose of operating SMARTGROUPs to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any of your content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any of your content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects SMARTGROUPs. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

5. Liability Limit

5.1 Exclusion of Indirect Damages
We are not liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; inaccurate guidance; loss of data, records, or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility of such damage or loss.

The liability of smartgroups GmbH for the breach of obligations and for offences is limited to cases of intent and gross negligence. The limitation of liability does not apply in the event of harm to life, body or health of the client, entitlements due to culpable breach of fundamental contractual obligations and compensation for damages relating to delay. The liability for culpable breach of fundamental contractual obligations is limited to such damages that can typically be expected to occur as far as it is not caused by intent or grossly negligent behavior.

The above exclusion of liability also applies for slightly negligent violations of duty of our auxiliary persons.

The liability for the loss of data is restricted to the typical retrieval expenditure that would also have occurred if data were backed up regularly and in accordance with the risk involved.

5.2 Total Limit on Liability
Except for smartgroups GmbH's indemnity obligations, smartgroups GmbH's total liability arising out of or related to this agreement (whether in contract, tort, or otherwise) does not exceed the amount paid by Customer within the 12-month period prior to the event that gave rise to the liability.

6. Responsibility for contents
We do not take any responsibility for the contents, texts, images, data or other content published by our users or for externally linked information and websites.

With SMARTGROUPs we provide the technical platform only that is capable of storing und publishing contents in several ways, e.g. in SMARTGROUPs workspaces or chats. Therefore the contents stored and published by the users of SMARTGROUPs are not our contents but someone else's. In the exceptional case we present own content on SMARTGROUPs, e.g. sample chats or files, these contents will be explicitly labelled as our content.

Of someone else's content, we have no knowledge; a selection or other control by us does not take place. We dissociate ourselves from the content of our users, and we do not adopt it. Therefore we take no responsibility for their content.

7. Term and termination
The contract is concluded for an indefinite period if not agreed otherwise.

The contract may be terminated by you at any time without notice and without the need to comply with any term. You need to delete your account only.

We may terminate the contract with a notice period of one week. Reasons must not be named for the cancellation. The notice must be explained in written note, for example, send an e-mail to you.

The right to termination for cause ("immediate dismissal") remains unaffected.

With your cancellation and deletion of the account, your access to SMARTGROUPs is blocked. Your contents corresponding with your account will be erased completely at the end of the month following the month of termination if you have not reactivated your account before. If you want to use your contents after your termination you need to save your contents by downloading them.

8. Liability
If you send or transmit any communication, comments, questions, suggestions, or related materials to smartgroups GmbH whether by letter, email, telephone, or otherwise ("Feedback"), suggesting or recommending changes to the Software or Support Services, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be exclusively owned by smartgroups GmbH. You hereby assign all right, title, and interest in, and smartgroups GmbH is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, and all applicable intellectual property rights relating to the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that smartgroups GmbH is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

9. Modifications to these Terms of Use
We reserve the right to change these Terms of Use.

Changes come into effect if you do not object to the change within one month after reception of a notice of change in written note and if we have pointed out the right of appeal and the term for this purpose to you in the notice of change. If you object to the change the old version of the Terms of Use remains in force and we are entitled to terminate the contract with you.

10. Support

10.1 Support for the free version of SMARTGROUPs
If you have any questions about SMARTGROUPs, just write an e-mail to info@smartgroups.io.

We also point out new features, services and contents of SMARTGROUPs to you by e-mail to all registered user. If you do not wish to receive these e-mails any longer, you can unsubscribe at any time. We will explain to you in every e-mail how to unsubscribe.

10.2 Support for the paid version
If not stated differently in an order or commercial agreement, smartgroups must provide customer support for the Service under the terms of smartgroups GmbH's Customer Support Policy (Support) which is located at Support Policy.

11. Mutual Confidentiality

11.1 Definition of Confidential Information
Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Smartgroups GmbH's Confidential Information includes without limitation the Service, its user interface design and layout, pricing information, and the Software and Documentation (defined below).

11.2 Protection of Confidential Information
The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) and not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

11.3 Exclusions
Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

11.4 Publicity
You hereby agree that smartgroups GmbH may include your company name and logo on the Smartgroups websites and in other marketing materials promoting the Software as a customer of smartgroups GmbH who uses the software. Smartgroups GmbH may contact registered users from time to time to draw the registered users' attention to information that may be of interest. Registered users may opt out from receiving such emails.

12. Privacy Policy

12.1 Account Information
When you create an account, we collect certain information that can be used to identify you, such as your name, email address, and if you are using a paid account, postal address, phone number, and billing information ("personally identifiable information" or "PII"). We may also collect information like your gender, date of birth and zip code. If you choose to create a SMARTGROUPs account via a third-party service such as Google or Facebook, you may have to provide us with your username or user ID so that your identity can be authenticated. When the authentication is complete, we'll be able to access certain information based on your permissions from the third-party service. We don't receive or store passwords for any accounts on third-party services.

12.2 Information collected using Cookies
We collect certain information through the use of "cookies," which are small text files that are saved by your browser when you access SMARTGROUPs. We may use both session cookies and persistent cookies to identify that you've logged in to SMARTTGROUPs and to tell us how and when you've used it. We may also use cookies to monitor aggregate usage and web traffic routing and to customize and improve SMARTGROUPs. Although most browsers automatically accept cookies, you can change your browser options to stop automatically accepting cookies or to prompt you before accepting cookies. Please note, however, that if you don't accept cookies, you may not be able to access all portions or features of SMARTGROUPs. Some third-party services providers that we use may also place their own cookies on your browser. Note that this Privacy Policy covers only our use of cookies and does not include use of cookies by such third parties.

12.3 Information related to use of SMARTGROUPs
Our servers automatically record information about how a person uses SMARTGROUps, including IP addresses, browser types, operating systems, pages or features of SMARTGROUPs that were used and time spent on them, search terms and other statistics. We use and analyze (and may engage third parties to analyze) this information to customize and improve SMARTGROUPs. We also use IP addresses to generate aggregate, non-identifying information about how SMARTGROUPs is used.

12.4 Location Information
In some cases we collect and store information about where you are located, such as by converting your IP address into a rough geolocation. We may use location information to improve and personalize SMARTGROUPs.

12.5 Information We Share With Third Parties
We'll only share your PII in the following cases:

• We use a third-party service provider that requires it, such as for payment processing, data storage, and hosting and servers.

• We need to disclose it as part of a business transaction. Information that we collect from our users, including PII, is considered to be a business asset. As a result, if we go out of business or enter bankruptcy or if we are acquired as a result of a transaction such as a merger, acquisition or asset sale, your PII may be disclosed or transferred to the third-party acquirer in connection with the transaction.

• We need to do so for legal reasons or to protect ourselves or others. We strongly believe in protecting you from having your privacy violated through abuse of legal systems, whether by individuals, entities or government, and in contesting claims that we believe to be invalid under applicable law. However, we reserve the right to disclose any information about you to government or law enforcement officials or private parties if we believe it is necessary to

• satisfy or comply with any applicable law, regulation or legal process,

• respond to lawful requests,

• protect the rights, property and safety of us or others,

• and to prevent or stop activity we consider to be illegal or unethical.

• You expressly ask us to do so.

We may share aggregated information and non-identifying information with third parties for industry analysis, demographic profiling and other similar purposes.

13. Final provisions
The contractual relationship between you and us is governed by the law of the Federal Republic of Germany. The place of jurisdiction is the principle place of business of smartgroups GmbH.

Oral side agreements have not been made. Amendments and modifications to this contract must be in written note. This also applies to the repeal of this clause.

The invalidity of any provision of these terms and conditions leaves the validity of the remaining provisions unaffected. Instead of the invalid provision, the law applies. This also applies if these Terms of Use should have any gap.