General Terms and Conditions (GTCs) for Use of Younox

“Semantec” stands for Semantec Information Engineering and Consulting Ltd. Semantec (hereinafter “we”, “us”) is the creator, owner and operator of the platform Younox and related applications (hereinafter “apps”) which you can use online worldwide on different devices with the required and compatible mobile or desktop system. The Younox applications and their update versions are available for download at younox.com and/or other resource servers.

According to the following Terms and Conditions, we grant you a non-transferable, non-sub- licensable, non-exclusive, limited, revocable right to use the Younox platform including its related applications, as described at younox.com. This usage right does not constitute any sale of the software or any copy thereof; all rights, claims and interests, including all copyrights and trademarks, regarding the software and all its copies stay with us. You agree not to modify, adapt or hack the Younox service and applications or modify another application in a way that it falsely implies to be associated with the Younox service and/or applications. You agree not to duplicate, reproduce, copy, resell or exploit for any purpose any portion of the Younox service. Software portions which we make available in combination with open source software are ruled by common open source provisions. If you use our API to develop an application based on our service provision, you will be subject to our API Terms. You are not entitled to transfer the rights and obligations arising from these Terms and Conditions to third parties.

Preamble

Younox provides businesses and private individuals a collaboration platform and a virtual business interface allowing you to digitally manage your business, keep track of projects, assign and administer work, communicate, share tasks and files and much more. Commercial users may use Younox in particular to manage their business transactions and work processes and communicate internally as well as with their customers and partners. The usage of the Younox platform and applications for purposes other than its designated scope of use, such as support, consulting services or distribution of Younox requires our explicit written consent.

1. Scope of Use

1.1 By downloading, registering for or using any of the Younox apps – including third party applications with integrated Younox functionality - for the first time with its various features, functions and content you enter into a contract with us and explicitly agree to comply with the stipulated General Terms and Conditions (GTCs). These GTCs shall apply to businesses, legal entities, employees and self-employed professionals as well as end users who use Younox for their private purposes. Your own Terms and Conditions or parts thereof or other stipulations only become applicable if we have explicitly agreed upon them in writing.

1.2 The precise range of Younox features and functionality are described at Younox.com. We reserve the right to make any time changes to Younox features and their functionality, including the subset of functions provided in certain Younox apps or to integrate features and applications from external partners, discontinue or transfer the Younox platform and all related services to a third party. Any new feature or modification to current features shall by default be subject to these Terms and Conditions.

1.3 This agreement is the basis for the paid and any free of charge use of Younox with related desktop and mobile applications available for download at Younox.com or other resource servers.

1.4 Our applications enable you to connect, collaborate and communicate with other individuals and Younox users. By no means are we involved in this networking and communication relating the content. All data you provide and share are stored in the cloud and can be retrieved online using the Younox applications.

1.5 Younox is available for use 24 hours a day on 365 days of the year with an average availability of 97% (service-level agreement, thereinafter “SLA”). We will notify you, if possible in time, in the event of required maintenance work during which Younox will be unavailable to you. Required maintenance work causing interruptions to Younox does not count as part of SLA time. We shall not be held responsible for downtimes caused by problems outside our sphere of influence such as, third party faults, results of force majeure, system malfunctions on your or third party side, etc (see also section 9).

2. Registration for the use of Younox

2.1 To use the complete Younox feature set you have to register for Younox on our website or by downloading the Younox desktop app and following the step-by-step registration procedure. You need to specify your login name and truthfully provide all other mandatory data. Additional personal data, e.g. your qualifications, are voluntary and you may provide them at a later point in time by updating your profile. The registration process is completed as soon as you have received our registration confirmation message by email. By completing the registration process, your Younox account is created and we provide you with your own Younox Service Domain also referred to as Organization. The Service Domain is your individual online workspace within the Younox system. Here you can create and manage your tasks, assignments, work requests, projects and organize your private or business related information etc. You can personalize your profile by uploading your photograph and specifying your qualifications. You may also personalize your Service Domain by uploading logos and other marketing content.

2.2 If you only register for the use of Younox Doit you will be able to use a limited Younox feature set free of charge. The registration process requires the download of the Telegram-based Younox Doit app on your mobile device. You will first have to register in Telegram (if you use it for the first time) and then in Younox Doit. We only use those details of your Telegram account data necessary to properly link your Younox Doit account with your Telegram account. Any information you exchange with your contacts in the normal Telegram chat area of the Younox Doit app is not stored within Younox.

2.3 We reserve the right to refuse any registration without disclosing the reasons for such decision.

3. Younox support and consulting services

3.1 The scope of support and consulting services depends on your team size and your requirements; please contact us for this purpose. In a separate individual agreement we will determine all details and related charges. The charges for support and consulting services are due for payment for one year in advance and in addition to the incurring Younox account fees. The agreement is conducted for one year and can be terminated by both parties with a period of notice of four weeks to the end of the contract.

4. Rules and Obligations

4.1 As a Younox user it is your responsibility to safeguard the security of you account and to keep your password confidential at all times. We are not liable for any losses or damage due to failure to comply with this security obligation. If your access credentials are lost or misused you should notify us immediately via email under support@younox.com. In case you have forgotten your password, you may request a new one by using a corresponding feature provided in the Younox desktop app.

4.2 We do not guarantee that the identity of any registered Younox user is correct, as we are technically and organizationally unable to verify the correctness of the claimed identity information of a user.

4.3 You are exclusively responsible for all data and content uploaded and/or used by you in Younox. This means while using Younox you must always obey the governing laws and not violate any of the legal provisions of the Federal Republic of Germany. You must not infringe third party copyrights and any other third party rights when entering, uploading, disseminating or using data and/or information in Younox. Such data and information include but is not limited to: text, names, trademarks, pictures, photos, logos and designs of any kind. Your Service Domain name if not identical with your personal name must comply with copyrights or legal rights of use of other users. Exceptions to this rule are cases in which you can prove the explicit consent of the copyright holder. Thus, you must ensure that all your actions in Younox are legal and that you are the lawful owner of the usage rights of the data you use, store or upload in Younox or are authorized by the rights owner to use such data.

4.4 You are prohibited from performing attacks on the Younox system by any means, such as hacking attacks, brute-force attacks, denial-of-service attacks, sending or using spy software, destructive code, viruses, worms, spam emails, etc.

4.5 Any illegal use of Younox or use and/or action which does not comply with the stipulations of these Terms and Conditions that you become aware of must be reported to our email support@younox.com.

4.6 Should you violate any of the rules or the governing law you will receive a warning and we reserve the right to deactivate your account temporarily or permanently, block your access to Younox and delete the unauthorized or unlawful content at any time with or without notice. Moreover, we reserve the right to immediately disable your account or restrict your file hosting if your bandwidth usage significantly exceeds the average bandwidth usage of other Younox users or the bandwidth usage you have individually agreed upon with us. Restrictions will be lifted once you reduce your bandwidth consumption down to the average or the individually agreed bandwidth.

4.7 We do not screen the content uploaded to Younox. This implies that we do not guarantee content to be free of viruses and other disruptive elements.

4.8 We do not guarantee that any content displayed in Younox is accurate, true and fulfils a particular purpose.

4.9 We do not accept the responsibility for any data or content entered in, stored or uploaded to Younox by you or other users. The same applies to content of third parties’ websites linked to from Younox.

4.10 We treat all your data and personal information in Younox secret and strictly confidential. However, certain personal information is published in the Younox Directory of Users (YouBook) so that you can be found by other users for the purpose of collaboration. To guarantee this we publish your Service Domain name by default. You can control which of your other personal information is published in YouBook by using the opt-out/opt-in feature in your profile. In order to guarantee a smooth and secure usage of Younox we retrieve and store session information and “cookies”. We do not access or use your data and content information, except as necessary to provide the Younox and related add-on services to you. See more under our Privacy Policy.

5. Indemnification

5.1 If you verifiably violate third party rights by using Younox or with the content you have copied, made public or uploaded to Younox, you explicitly agree to indemnifying us from all claims, including damage claims, asserted against us by third parties, including public authorities or other users. Deriving from your above-said obligation, you agree to bear all incurred costs including legal defense costs and all other costs imposed upon us as a result of your violation of other users’ and/or third parties’ rights. All our further rights and damage claims will remain unaffected.

6. Data and content backup

6.1 According to your own requirements and risk assessment you will take all vital measures to make your own regular backups of the data and content you or other authorized users have entered, uploaded and stored in Younox, which will enable you to fully reconstruct the lost data and content if needed. In our Younox desktop app we provided a storage function which if configured accordingly allows you to additionally store some of the uploaded content to a server of your choice. However, it must not be regarded as a suitable backup system and therefore cannot replace your own backup system (see details at younox.com).

7. Prepaid payments system, account charges, free trial, sponsoring and free use

7.1 Once you have completed the registration process for the full-featured use of Younox you may use the complete Younox feature set with our desktop app as described at www.younox.com. Upon registration, your account will automatically be in the free trial period, which allows you to use Younox without restriction and free of charge for the entire period of time specified at www.younox.com. After the free trial is over your first advance payment in the amount equivalent to account charges of at least 30 days will be due for payment.

7.2 The advance paid amount will be credited to your account from which we will deduct the daily usage fee (1/30th part of the 30-days fee, see younox.com/pricing) regardless of whether you or users sponsored by you actually use Younox or not.

7.3 The monthly account fee entitles you to sponsor an indicated number of user accounts per month without surcharge. For larger teams you may sponsor additional accounts paying the additional charge due for sponsored accounts as indicated on our website (younox.com/pricing).

7.4 If you are late with your payment and your account runs out of credit, your access to Younox and that of your sponsored users will be blocked. Therefore, for uninterrupted access always make sure to make in-time payments to your account. Any paid amount will be credited and added to the existing account balance. You may access your account balance and the daily updated charges at any time at younox.com/account.

7.5 If your Younox account runs out of credit we allow you to reactivate it within a grace period specified at www.younox.com/pricing by making a payment covering the charges of the elapsed time your account was in the grace period plus the future period of minimum one month or longer. We offer the grace period as a courtesy from which you must not derive an obligation on our part. If you don’t make a sufficient payment to your account by the end of the grace period we reserve the right to terminate this agreement; see details under younox/pricing. Furthermore, we reserve the right to discontinue or alter the free trial offer at any time.

7.6 The applicable prices are accepted by all parties at the moment of transaction (see younox.com/pricing). For each successful transaction we will issue an invoice of the paid amount which you may download at younox.com/my-account.

7.7 If you have paid the support or consulting charges agreed in a separate contract, you will still need to have sufficient credits in your Younox account for accessing and using Younox uninterruptedly.

8. Revocation of agreement

8.1 You may revoke this agreement within fourteen days without giving any reason by sending us an informal termination notice to our email support@younox.com or a written letter sent to our head office (address provided at younox.com). Due to the deadline we have to receive your notice of withdrawal before the 14-day withdrawal period has expired.

8.2 In the event you made payments to your Younox account during the 14-day withdrawal period, we will reimburse those credits less transfer fees and handling fees as stated at younox.com/pricing. Reimbursement will be carried out using the same means of transaction utilized for your initial payment.

8.3 As a consequence of your revocation, we will drop your account which also implies the deletion of the entire content you and other users have entered in or uploaded to your Younox Domain using any related Younox app.

9. Term of Agreement and Termination

9.1 The usage agreement for Younox is concluded for an indefinite term. The deinstallation of any of the Younox apps does not imply the termination of the agreement.

9.2 Both parties may terminate the agreement at any time, in written form and with a notice period of four weeks. The termination notice must contain all account details (e.g. your name, account number, Telegram ID number of Younox Doit users, etc.) which will allow us to unambiguously allocate the termination notice to your Younox account. You may send us your termination notice either via e-mail (support@younox.com) or post mail (address see younox.com). We will always send our notice of termination via e-mail. The agreement will be effective until the end of the contract period.

9.3 As a consequence, you will be able to use Younox until the end of the contract period and we will deduct the incurred account fees from your credits until the contract has ended. If your credit amount is lower than the account charges accrued by the end of the agreement you are obliged to make a payment sufficient to cover all charges until the end of the contract period.

9.4 If your credit amount exceeds the account charges accrued by the end of the agreement we will reimburse the remaining credit less transaction and handling fees as stated at younox.com/pricing. The reimbursement will be done using the same means of transaction utilized for your payment.

9.5 In addition, we reserve the right to terminate the agreement for the full-featured fee-based use of Younox if you do not make an in-time payment to your account after your credits are used up or the grace period has expired without payment or the free trial period has ended whilst you were not sponsored by another user.

9.6 In the event that you breach any of your contractual obligations and responsibilities we reserve the right to terminate the agreement for just cause with immediate effect.

9.7 Upon termination and expiry of the cancellation period we will delete your account. This step implies that your account data and the data stored in your Younox Domain will be lost completely and permanently and you will not be able to access your data in any of the provided Younox apps anymore.

10. Term of Agreement and Termination of Younox Support and Consulting

10.1 Both parties may terminate the individual support and/or consulting agreement with a notice period of four weeks before end of the agreement. By terminating the support and consulting agreement the contract for the use of Younox remains in force, until it has also been terminated by either party.

11. Liability

11.1 We are not liable for any damages caused by defects that originated outside of Younox for which we are not responsible or which may result in faulty or inadequate use of Younox.

11.2 Our liability is limited only to defects within Younox caused by failures which are not due to the restricted availability (SLA) as specified in section 1.5 above.

11.3 A defect is considered to have occurred when the contractually agreed use of Younox is considerably restricted or suspended.

11.4 You must inform us about any noticeable defects via email (suppor@younox.com) immediately after their occurrence. In your email we ask you to provide a detailed description of the issue encountered allowing us to narrow down the source of the problem quickly and efficiently.

11.5 In case you use Younox for free our liability is restricted to intentional and gross negligence only, whereby in the event of intentional failure we will be fully liable and in case of gross negligence the liability will be restricted to typical foreseeable damages only. Any further liability claims shall be excluded and non-applicable.

11.6 If you use Younox with a fee-based account we will only be liable for damages which you claim for death, physical injury or damages to human health and damages caused by intention, gross negligence or for breaching essential contractual obligations (cardinal obligations). Liability for negligently violating essential contractual obligations is restricted to foreseeable damages only which are typical for this type of contracts. Cardinal obligations are defined as obligations that, if fulfilled, make the due performance of the agreement possible in the first place, if jeopardized this violates the achievement of the purpose of the contract and the user may therefore rely on the adherence to them on a regular basis.

11.7 If claims are asserted against our legal representatives and/or assistants the liability restrictions outlined in this Section (§11ff) will also apply to them.

11.8 We will not be liable for claims based on changes of prices or performance spectrum or contractual termination of this agreement.

11.9 In the event that third parties including public authorities raise claims against us resulting from your usage of Younox, you explicitly agree to indemnify us from all claims including damage claims (see §5 above).

11.10 Further claims than those explicitly named under this section will legally not be recognized unless we are held liable for them by statutory provisions.

12. Miscellaneous

12.1 Mutual rights and obligations arising from this agreement shall be governed by the laws of the Federal Republic of Germany.

12.2 We reserve the right to amend these Terms and Conditions with future effect at any time. In such cases you will be notified by email in time before the new regulations come into effect. If you fail to disagree with the new Terms and Conditions in written form (e-mail is sufficient) within one month after they have become valid you thereby automatically accept the new Terms and Conditions.

12.3 Should any of the provisions of these Terms and Conditions be or become invalid and/or partially invalid including the current section or should there be a contractual gap, this shall not affect the validity of the remaining provisions of these Terms and Conditions.

12.4 Any unenforceable or invalid provision of these Terms and Conditions will be amended to the extent permitted by law, or will be replaced by one that can achieve as close as possible the intent and economic effect of the original provision. The remainder of the terms will continue in full force and effect.

12.5 In case we do not enforce any right or provision contained in these Terms and Conditions this does not constitute a waiver of such right or provision, unless we have acknowledged and agreed this to you in writing.

12.6 Independent of your domicile the sole place of jurisdiction for all disputes arising from these terms of agreement will be the location of our registered offices.

12.7 You may access the most current version of our Terms and Conditions at all times at www.younox.com.

Last update on 01.10.2018