Terms and Condition - Scoopa
Terms and Conditions of Service
These Terms and Conditions of Service apply in the relationship between HBS Grafenauweg, 6300 Zug, Switzerland (thereafter “HBS”), and the user of HBS Online platform, Scoopa (thereafter “Customer”).
Describe the purpose of the platform
The platform allows the sharing, management and distribution of high-resolution video files.
- Terminology (in alphabetic order)
- “Account” refers to the user account which the customer creates for using the cloud services, entering for such purpose the access data provided to him.
- “Cloud” refers to the entirety of the storage platform including the content management system provided by
- “Cloud services“ refers to the cloud functions made available to the customer.
- “Content” refers to the content uploaded and downloaded into the Cloud.
- “Customer” refers to user of HBS multimedia platform.
- “TCS“ refers to these terms and conditions of service.
- “Party” refers to the customer or HBS, “parties“ to the customer and HBS
- “Registration” refers to the creation of the
- “Services” refers to the services provided by HBS to Customer related to the content management.
- “System requirements” refers to the technical requirements to be met by the customer for the use of the cloud.
1.10. “Terms” refers to the contract entered into by and between the customer and HBSHBS upon registration for the use of any of the available services categories.
- Conclusion, scope of application, basic provisions
- In order to use the Cloud and Cloud services, you must firstly agree to the Terms. You may not use the Cloud and Cloud services if you do not accept the Terms.
2.2. You can accept the Terms by simply using the Cloud and Cloud Services. You understand and agree that HBS will treat your use of the Service as acceptance of the Terms from that point onwards.
2.3. Use of the cloud services, as regards the inter-partes relationship between the parties, is exclusively governed by the TCS.
2.4. Deviating, conflicting or supplementary terms and conditions of business of the customer do not become part of the contract, not even in the case that HBS has not rejected them explicitly resp. by separate notice.
2.5. The cloud services are provided only to entrepreneurs in terms of § 14 BGB (German Civil Code), subject to appropriate evidence being produced. The cloud services are not available to consumers in terms of § 13 BGB (German Civil Code). To make sure that the customer is an entrepreneur, a procedure for VAT Id. No. verification is initiated automatically after registration.
- Subject matter of the agreement and scope of use
3.1. The subject matter of the TCS is the provision of the cloud services for the agreed number of accounts and the service category chosen, including grant of the rights to use the content management system as specified in the TCS and the instructions from the time of registration.
3.2. HBS provides the cloud services to the customer. Those services are provided on a best efforts basis. In no event HBS will be deem responsible for any failure of said Cloud or the Cloud services.
3.3. The customer is entitled after registration to use the cloud services resp. have them used contemporaneously by any number of natural persons (users), for such purpose using the access data provided to him. The right to use the content management system is limited to the right to induce appropriate system run as intended.
3.4. The customer is only entitled to use the cloud services for his own business purposes, namely for use by his own employees resp. members of his own executive bodies (“Organe”) or by third parties engaged by him, acting in his interest or its own customers as necessary. The customer is not allowed to resell an access, to make the cloud services available to third parties or rent or lease them (by way of usufructuary lease) or otherwise make them available to third parties other than those defined above.
3.5. The customer is not granted any rights of use other than and beyond the aforesaid. Any rights not explicitly granted to the customer hereinbefore, in terms of the mutual relationship between the parties, remain the sole property of HBS.
3.6. The customer has the rights to use and handle the materials stored by him while using the cloud.
3.7. The Customer represents and warrants that he will not post or upload any Content which contains material which it is unlawful for the Customer to possess in the country in which he is resident, or which it would be unlawful for HBS to use or possess in connection with the provision of the Cloud and the Cloud service.
3.8. The Customer agrees that Content he submits to the Service will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless he has a formal licence or permission from the rightful owner, or is otherwise legally entitled, to post the material in question and to grant HBS the licence referred to in paragraph 5.6. below.
3.9. On becoming aware of any potential violation of these Terms, HBS reserves the right (but shall have no obligation) to decide whether Content complies with the content requirements set out in these Terms and may remove such Content and/or terminate a user’s access for uploading Content which is in violation of these Terms at any time, without prior notice and at its sole discretion.
- Conditions of use
- Use of the cloud services in technical respect necessarily requires registration.
- The customer is not required to come up to particular system requirements. Use of the cloud services is possible in technical terms with a current version of a common standard browser. The customer will make regular updates of the browser used and in particular install without undue delay (“unverzüglich”) the security patches prescribed by the manufacturer. The customer must be aware that, in the case of use of the full bandwidth, while the customer is using the cloud services, only the remaining bandwidth capacity might be available to other users of the Internet connection that access the Internet via the same line.
- As a rule, the customer is at all times able in technical terms to access to the cloud. Availability may be impaired or suspended for a short time even outside the maintenance period stated in the SLA (scoopa.com/terms) due to additional maintenance services or technical disturbances. No Compensation will be due to Customer by HBS in case of unavailability of the Cloud and or the Cloud Services.
- Duties of the customer
- The customer is obliged within the limits of his duties of care to check prior to using the cloud services whether such use might cause conflicts with other hardware or software already installed on his equipment, and make sure that he is in possession of a backup copy of all his data.
- Backup copies of the customer’s data and files generated or kept available with the aid of the cloud services should be made prior to and even while using the cloud. It is the customer’s responsibility to take all adequate additional protection measures that can reasonably be expected to be taken to prevent possible loss of data. HBS therefore explicitly advises the customer not to keep data and files solely in the cloud.
- The customer is obliged to keep the access codes and passwords assigned to him secret and not to disclose them to third parties except authorized third parties as defined in Art. 3.4. A third party is deemed to be any person outside the customer’s enterprise. The customer is liable for all incidents occurring and damage incurred in connection with the use of the access data provided to him; this does not apply in the case that the incidents or damage are not attributable to the customer (“nicht zu vertreten haben”).
- The customer himself is responsible for compliance with the applicable statutory provisions in the context of the use of the cloud services. In particular, the customer must not (i) use the cloud services contrary to the principles of morality, (ii) infringe industrial property rights or copyrights or other property rights, (iii) send or spread viral content, so-called trojans or other programs that may damage the cloud (malware of all kinds), (iv) post, store or send hyperlinks or contents for which he is not authorized, especially if such hyperlinks or contents constitute a breach of non-disclosure obligations or are illegal, or (v) spread advertising contents or unrequested emails (“spams”) or fake virus warnings, bugs or the like or invite others to participate in gambling, multilevel selling or pyramid sales or chain letter schemes or similar activities. Moreover, the customer must abstain from all acts suitable to cause cloud overload or otherwise impair or manipulate the functionality of the cloud This also includes any acts by the customer that endanger the integrity, reliability, stability or availability of the cloud.
- HBS, usually after a prior warning issued at least in text form (“Textform” in terms of German law), however in severe cases even without a prior warning, is entitled to block a customer’s account in the case of unlawful conduct by the customer; such blocking may be temporary or permanent, depending on the severity of the contravention; no. 12.2 remains unaffected.
- When uploading Content to the Cloud, the Customer grants to HBS, a licence (with right to sub-licence) to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Service and otherwise in connection with the provision of the Service and HBS’s business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
- Limitation of Liability
- Nothing in these Terms shall exclude or limit HBS’ liability for losses which may not be lawfully excluded or limited by applicable law.
- Subject to the overall provision in paragraph 6.1 above HBS shall not be liable to Customer for:
- any indirect or consequential losses which may be incurred by Customer. This shall include; (i) any loss of profit (whether incurred directly or indirectly); (ii) any loss of goodwill or business reputation; (iii) any loss of opportunity; or (iv) any loss of data suffered by Customer;
- any loss or damage which may be incurred by Customer as a result of:
- any reliance placed by Customer on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between Customer and any advertiser or sponsor whose advertising appears on the Service;
- any changes which HBS may make to the Cloud or the Cloud service, or for any permanent or temporary cessation in the provision of the Cloud or the Cloud service (or any features within the Cloud or the Cloud service);
- the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through Customer’s use of the Service;
- Customer’s failure to provide HBS with accurate account information;
- Customer’s failure to keep its password or account details secure and confidential.
- Indemnification of in the case of third-party rights infringements
- Within the framework of these TCS, it is expressly understood that HBS is not responsible for any content submitted or distributed by the customer. Furthermore HBS is under no general obligation to monitor any content submitted or distributed via the service.
- In case of a third party´s claim related to the content/material uploaded by the customer, such as claim for infringement, HBS will take down the content. In case HBS or its technical supplier (bbml) receives a cease-and-desist order (Abmahnung) because of the content uploaded by the customer, the customer will bear the costs incurred by HBS or bbml up to 10.000 €.
- The Customer shall indemnify and keep indemnified HBS or its technical supplier (bbml) from and against all costs, claims, demands, liabilities, expenses, damages or losses of whatever nature (including but not limited to reasonable legal and other professional costs and expenses) arising out of or from, or incurred by reason of, any infringement or alleged infringement of any intellectual property rights as a result (direct or indirect) of the provision, receipt, use, or possession of any intellectual property on the cloud.
- Changes to the TCS and the scope of service and prices
HBS is entitled at any time to change or amend the TCS with effect for the future.
- Data protection/ Privacy
- Final provisions
- The right of the Federal Republic of Germany applies with the exception of UN Sales Law and the conflict of laws rules; Art. 3 EGBGB (Introductory Law to the German Civil Code) remains unaffected. If the customer, upon conclusion of the contractual relationship, has his habitual abode (“gewöhnlicher Aufenthalt”) in another country of the EU/EEA, the choice of law made in the TCS is without prejudice to the application of any mandatory provisions of such other country.
- For the customer, the place of performance (“Erfüllungsort”) is Cologne. The place of exclusive jurisdiction for all pecuniary disputes arising out of or in connection with the contractual relationship and its execution is Cologne unless any statutory provision of the law of the Federal Republic of Germany mandatorily prescribes another place of jurisdiction. HBS may however also sue the customer before the court having local jurisdiction over the customer’s domicile.
- The parties did not enter into any oral side agreements. Changes and amendments to the TCS require text form (“Textform” in terms of § 126b BGB – German Civil Code). This also applies for the cancellation or waiver of the text form requirement.
- If any individual provisions of the TCS should be or become invalid, this will be without prejudice to the validity of the remaining provisions of the TCS. The parties agree to replace the invalid provision by a valid one which corresponds most closely to the economic purpose of the invalid one. Until such time, the statutory provisions apply. This applies accordingly in the case of an omission in the TCS.