Terms of Service
§ 1 Scope of Application
(1) These General Terms and Conditions (hereinafter “GTC”) apply to all contracts concluded between MetaEdit Solutions GmbH, Musterstraße 42, 10115 Berlin, Germany (hereinafter “Provider”) and the customer (hereinafter “Customer”) regarding the use of the web-based subscription service for editing image metadata (hereinafter “Service”).
(2) These GTC shall apply exclusively. Deviating, conflicting, or supplementary terms and conditions of the Customer shall only become part of the contract if and to the extent that the Provider has expressly agreed to their validity in writing.
(3) The Service is directed at both consumers and businesses. A consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business, or profession (§ 13 BGB, German Civil Code). A business is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity (§ 14 BGB).
§ 2 Subject Matter of the Contract
(1) The Provider makes available to the Customer, via the internet, a Software-as-a-Service (SaaS) solution for editing image metadata. The exact scope of features is set out in the current service description on the Provider’s website.
(2) The Provider renders its services in accordance with the current state of the art. The Provider is entitled to further develop and adapt the functionality of the Service, provided that the contractually agreed core functions are not materially restricted.
(3) The Provider shall make the Service available with an uptime of 99.0% on an annual average. This excludes scheduled maintenance windows, which the Provider will, where possible, schedule during off-peak times and announce in advance, as well as periods during which the Service is unavailable due to force majeure or circumstances beyond the Provider’s control.
§ 3 Conclusion of Contract and Registration
(1) The presentation of the Service on the website does not constitute a legally binding offer, but an invitation to submit an offer.
(2) By completing and submitting the registration form on the website, the Customer submits an offer to conclude a usage agreement. Before submitting the order, the Customer can review and modify the data at any time.
(3) The contract is concluded when the Provider accepts the Customer’s offer by sending an order confirmation via email or by activating access to the Service.
(4) The Customer is obligated to provide truthful and complete information during registration and to update this information promptly in the event of any changes.
(5) The Customer is responsible for maintaining the confidentiality of their login credentials. The Customer must inform the Provider immediately if there is any indication that their login credentials have been misused by third parties.
§ 4 Subscription and Term
(1) The Service is offered under various subscription plans. The respective features and prices are set out in the current price list on the Provider’s website.
(2) The subscription begins upon activation of access and runs for the selected contract term (e.g. monthly or annually).
(3) The subscription renews automatically for the selected contract term unless cancelled by the Customer or the Provider with a notice period of at least 14 days before the end of the respective contract term.
(4) Cancellation is possible at any time via the customer account on the website, by email, or in text form. The cancellation takes effect at the end of the current billing period.
(5) The right to extraordinary termination for good cause remains unaffected for both parties.
§ 5 Prices and Payment
(1) The prices indicated on the Provider’s website at the time of contract conclusion shall apply. All prices include the applicable statutory value-added tax unless otherwise stated.
(2) Payment of the subscription price is due in advance for the respective billing period. The Provider shall provide the Customer with an invoice in electronic form.
(3) Payment is made through the payment methods offered on the website (e.g. credit card, PayPal, SEPA direct debit). The Customer is obligated to ensure sufficient funds are available for the selected payment method.
(4) If the Customer is in default of payment, the Provider is entitled to temporarily suspend access to the Service after prior notice and a reasonable grace period. The obligation to pay the agreed fees remains unaffected.
(5) The Provider is entitled to change prices for future billing periods. Price changes will be communicated to the Customer by email at least 30 days before they take effect. In such cases, the Customer has a special right of termination as of the date the price change takes effect.
§ 6 Right of Withdrawal for Consumers
Cancellation Policy
Consumers have the right to withdraw from this contract within fourteen days without giving any reason.
The withdrawal period is fourteen days from the date of the conclusion of the contract.
To exercise your right of withdrawal, you must inform us (Exifly | rxm solutions, Am Wellsee 20, 24146 Kiel, Germany, email: info@exifly.io) of your decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post or an email).
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
Effects of Withdrawal
If you withdraw from this contract, we shall reimburse you all payments received from you without undue delay and at the latest within fourteen days from the day on which we are informed of your decision to withdraw from this contract. For this reimbursement, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no event will you be charged any fees for such reimbursement.
If you requested that the service begin during the withdrawal period, you shall pay us a reasonable amount corresponding to the proportion of the services already provided up to the time you inform us of the exercise of the right of withdrawal, compared to the full coverage of the services provided for in the contract.
§ 7 Usage Rights and Customer Obligations
(1) The Provider grants the Customer, for the duration of the contract, a simple, non-transferable, non-sublicensable right to use the Service in accordance with these GTC for its intended purpose.
(2) The Customer may only use the Service for their own purposes and may not make access available to third parties unless expressly provided for in the selected subscription plan.
(3) The Customer undertakes not to misuse the Service, in particular not to upload or process any unlawful content, not to carry out any automated access (e.g. via bots or scrapers) without the prior consent of the Provider, and not to take any measures that could impair the functionality of the Service.
(4) The Customer bears sole responsibility for the content they upload and shall indemnify the Provider against any claims by third parties arising from the Customer’s unlawful use of the Service.
§ 8 Rights to Content and Data
(1) The Customer retains all rights to the images and metadata uploaded by them. The Provider does not acquire any ownership or usage rights to the Customer’s content.
(2) The Provider is authorized to process the Customer’s content exclusively for the purpose of providing the contractually owed Service. No further use shall take place.
(3) The Customer is responsible for regularly creating backup copies of their data. Although the Provider performs regular backups, no guarantee is given for the recoverability of individual customer data.
(4) After termination of the contract, customer data will be deleted within 30 days, unless statutory retention obligations apply. The Customer has the option to export their data before the end of the contract.
§ 9 Warranty and Liability
(1) The Provider warrants the functionality of the Service within the scope of the availability described in § 2. The Provider will remedy disruptions within a reasonable time after becoming aware of them.
(2) The Provider’s liability for damages is governed by the following provisions:
(3) The Provider shall be liable without limitation for damages arising from injury to life, body, or health resulting from an intentional or negligent breach of duty by the Provider or one of its legal representatives or vicarious agents, as well as for damages based on intentional or grossly negligent conduct.
(4) In the event of a breach of material contractual obligations (cardinal obligations), the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely, the Provider’s liability for slight negligence shall be limited in amount to the foreseeable, contract-typical damage.
(5) Otherwise, the Provider’s liability for claims for damages based on slight negligence is excluded.
(6) The limitations of liability shall not apply to claims under the German Product Liability Act or in the event of an assumed guarantee.
(7) The Provider shall not be liable for data loss by the Customer insofar as the damage could have been avoided if the Customer had carried out proper data backup.
§ 10 Data Protection
(1) The Provider collects and processes personal data of the Customer only in accordance with applicable data protection laws. Details on data processing can be found in the Provider’s privacy policy, which is available on the website.
(2) Insofar as the Provider processes personal data on behalf of the Customer in the course of providing the Service, the parties shall conclude a data processing agreement in accordance with Art. 28 GDPR.
§ 11 Amendments to these GTC
(1) The Provider reserves the right to amend or supplement these GTC with effect for the future, insofar as this is necessary for good cause and the Customer is not unreasonably disadvantaged.
(2) Amendments will be communicated to the Customer at least 30 days before they take effect in text form (e.g. by email). If the Customer does not object to the amendments within 30 days of receipt of the notification, the amended terms shall be deemed accepted. The Provider will draw the Customer’s attention to the significance of the deadline and the consequences of silence in the amendment notification.
(3) If the Customer objects to the amendments, the Provider shall have the right to terminate the contract with 30 days’ notice to the end of the month.
§ 12 Final Provisions
(1) The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). With respect to consumers, this choice of law shall apply only to the extent that the protection afforded by mandatory provisions of the law of the state in which the consumer has their habitual residence is not withdrawn.
(2) If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be Berlin, Germany.
(3) The European Commission provides a platform for online dispute resolution (ODR): https://ec.europa.eu/consumers/odr/. We are neither obligated nor willing to participate in dispute resolution proceedings before a consumer arbitration body.
(4) Should individual provisions of this contract be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, the valid and enforceable provision whose effect comes closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision shall apply. The foregoing provisions shall apply accordingly in the event that the contract proves to be incomplete.