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N-Centive B2B-Contract

Status 24.10.2021 Print DE

1. General provisions

These Terms and Conditions govern the use of the N-Centive Service (hereinafter "Service") operated by CBV-Media with registered office: Laubacher Strasse 13, 56288 Spesenroth, RLP, Germany (hereinafter "N-Centive "," We "," us ").

To use the Service, you (hereinafter "you", "You", "customer") are required to read these terms and conditions and to accept all terms contained therein. Acceptance of these Terms and Conditions will result in a legal and binding contract between you and N-Centive.

We reserve the right to refuse to create an account for a variety of reasons, especially if your account has in the past been suspended for violations of the Terms and Conditions.

If you do not accept the terms of these Terms and Conditions, you will not be entitled to use the Service.

These terms and conditions apply to business transactions with companies and legal entities under public law. We do not enter into any contracts with consumers about our services.

In the case of presentation of these conditions in a language other than German, note that only the original German version is legally binding.

2. Services
2.1 Main services

Within the service you will receive:

  1. Access to the N-Centive web-based platform (hereafter N-Centive platform) as a Saas model ("Software-as-a-Service") with its tools to create a customer loyalty program (hereinafter "loyalty program") and to build, manage and save a list of participants (hereinafter "Participant List" / " Contact list ")
  2. The ability to send emails to people from the list of participants stored on the N-Centive platform,
  3. Landing Pages, a feature that automatically creates landing pages that you can manage and host.
  4. Additional functions (add-ons) if a customer orders these, pays for them and accepts the additional terms and conditions, if necessary.

A detailed overview of the functions that are available to the customer as part of his package can be viewed under menu item prices.

You are entitled to use the Service solely to process data from persons (hereinafter "Contacts") who have given their prior consent and have not revoked this consent.

2.2 Account

To use the service it is necessary to create your own customer account on the platform of N-Centive (hereinafter "Account"). Access to the account is only possible through your own username and password, which are different for each customer. The customer agrees to keep his login information secret at all times. The customer is responsible for the effects of account usage, in particular for the actions of the account users (so-called multi-users).

2.3 Trial Versions

A free trial version of the service (hereinafter “free account”) enables you to create up to 10 test campaigns. It is not possible to use a test campaign for commercial purposes. Free trial campaigns may also contain other restrictions. You can upgrade a free test campaign to the paid version of the service at any time. We reserve the right to limit, change, suspend or end the offer of free test campaigns at any time without prior notice and at our own discretion.

2.4 Upgrades

The duration of a free account is unlimited by default. You can expand your free account with additional services (paid campaigns, etc.) at any time. Each upgrade of a campaign is managed as a separate order and can be ended or canceled separately from other campaigns.

2.5 Domains

As part of the Landing Page Editor, we enable our customers to integrate their websites with our provided domains, subdomains or their own domains. We would like to point out that we do not verify the names of domains and subdomains you have chosen as part of the use of landing pages, nor do we verify whether they or the use of such domains violate the rights of third parties. We recommend a prior check that the use of certain domain or subdomain names does not violate the rights of third parties. Please also note that we may be forced by a court or other authority to block or delete a domain or subdomain, or change your subdomain name.

2.6 Third partie Services

The customer can use services of third parties through integrations in his account. The services of third parties are not provided by N-Centive. Use of these services may be limited based on provisions in third-party terms and conditions. By integrating with a third-party service, the customer agrees to the exchange of data between N-Centive and the third-party provider (confidential information not excluded) with the aim of ensuring full use of the customer. All references to services or web pages of third parties, which can be found on our website, serve only as an aid to our customers; the content or information contained on third-party websites is neither controlled nor supported by us.

3. Technical Requirements

We strive to ensure that the service works on the latest versions of the following web browsers: Internet Explorer, Mozilla Firefox, Google Chrome, and Safari. To use the service, you will need to use a terminal that provides Internet access, which has the latest driver version of Adobe Flash installed, and software that retrieves content with cookie files and allows JavaScript content, as well as an e-mail account.

You acknowledge and accept that the quality of the files that may be sent and published through the Service may be due to adaptation to standards and parameters of data transmission, networks or devices involved in the transmission, as well as requirements of the N-Centive platform may differ from the original.

4. Use of the service

With the successful registration and acceptance of the terms and conditions:

  1. You agree to comply with these Terms and Conditions of N-Centive, the Privacy Policy, and other N-Centive documents and instructions relating to the Service
  2. Confirm that you have voluntarily registered for the service
  3. Confirm that the information you provide in the registration form and your account is accurate and you agree to promptly update it as the data changes
  4. You agree to use exclusively materials through the N-Centive platform by sending them or publishing them using the Service or the Additional Packages to which you have rights of use
  5. You agree to abide by the laws that apply to the sending of emails with advertising content, the processing of personal data, the provision of services via electronic means of communication, and consumer protection laws in your country of residence
  6. consent to the processing of your data by N-Centive, which you have entered in the registration form, in accordance with the terms of the Privacy Policy
  7. You agree to receive information from N-Centive, including, but not limited to, announcements and technical notifications of changes and interruptions to the functionality of the Service
  8. Take reasonable precautions to keep the login details of your account secret at all times
  9. You consent to the receipt of electronic invoices sent by N-Centive for the use of the service by electronic communication

If you:

  1. have a branch in the European Economic Area (EEA) or
  2. provide goods or services to the data subjects in the EEA, regardless of whether payment is required or
  3. monitor the behavior of data subjects in the EEA,

Explain and warrant that, when using the Service, in particular when creating Contact Lists, when sending e-mails and when collecting personal data, you will observe all applicable personal data protection laws in the EEA and its Member States, as well as the privacy and security comply with electronic communication regulations. In particular, you are obliged:

  1. to provide the data subjects with clear information on the means and purpose of the processing of personal data, including processing in the service
  2. to obtain and retain an express and valid consent of the data subject to transmit their data to N-Centive for processing so as to send them electronic communication through N-Centive on your behalf
  3. to compensate us for all losses resulting from the violation of the above guarantees and obligations, and accept that N-Centive assumes no responsibility for any consequences arising therefrom.

By accepting these terms and conditions, you entrust N-Centive with the processing of the personal information necessary to provide you with the service in accordance with the terms specified in the Data Processing Agreement (ADV or DPA), which form an integral part of these Terms and Conditions.

This Agreement enters into force upon the creation of your Account, in addition to these Terms, and may be downloaded at any time in the Customer Account

5. Payments / calculation of actual costs

You are obliged to pay in advance and have to fulfill the payment obligations for the use of the service and the additional packages according to the price option chosen by you. We offer monthly and annual payments. The current price offer can be found under the menu item Prices on N-Centive. The prices are net. Please note that the payment method may differ depending on the country of the user

The service will be made available for your chosen term of the customer account (hereinafter "Term of Service") after we have received the payment for the package chosen by you (as an advance payment for the service). N-Centive reserves the right to notify you by e-mail that the term of your account is ending, as well as the amount of payment that must be paid to renew the account.

Payment for the use of the account may be made via a credit card, direct debit or via a payment provider as a partner of N-Centive, which includes reputable financial institutions. If there are any problems processing the payment, please contact our customer service immediately.

Payments for the service ordered will not be refunded except in cases where the repayment is required by law.

N-Centive accepts no responsibility for any additional costs charged by financial institutions for paying for the service.

6. Inadmissible practices

It is not permitted to use the service in a manner that purposely or unintentionally violates any law, violates the good customs of the industry, violates these terms and conditions, intellectual property rights or third party rights, or in any way affects our business, brand or business Reputation harms. This provision is also based on the content of the customer and the participants.

N-Centive requires all users to comply with the following legal guidelines: CAN SPAM Act of 2003, Directive 2000/31 / WE of the European Parliament and of the Council of 8 June 2000 on certain legal aspects of information society services, in particular electronic commerce, in the internal market ("Directive on electronic commerce" - "e-commerce Directive"), Directive 2002/58 / w of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector (Privacy policy for electronic communications) and applicable law to the home of a customer.

7. Content

The customer is fully responsible for all information, data, texts, graphics, logos, videos, audio files or other materials and titles that he publishes, uploads, sends or makes available in any other way through the service. This responsibility also includes content such as links to other websites, resources or other third party services provided by the customer. We make no claim to content and assume that the customer (or its visitors / participants) has rights and titles to the content, except for content from our resources. The customer agrees to our use of the customer and his content in our marketing materials, especially in case studies.

The customer has the right to use the ressources provided by us solely for the use of the service and the additional packages according to their purpose, regardless of whether these funds are paid, free, adapted or standard. Please note that our resources may contain materials that may be subject to copyright and related rights of third parties. You acknowledge and agree that we have the right, at any time and at our sole discretion, to remove such materials, block access to them, and to require Customer to discontinue their use immediately. If the customer does not comply with this request, we are entitled to delete such materials in our sole discretion, without any liability. In the above cases, the customer is not entitled to demand back any sums paid to us.

If the customer publishes, transmits or otherwise makes available third-party content or third-party content, he is obliged to comply with the obligations arising from these General Terms and Conditions, the terms of the services, the licenses or the general terms and conditions of these companies.

You acknowledge and agree that we may store and deliver Content, if required or required by law, to comply with the provisions of these Terms and Conditions, the judgment or decision of a competent authority, to respond to allegations that the content or activity of the user or user Participants breach applicable law or the rights of third parties.

8. Closure of the account / termination of the contract

You can cancel the service at any time. To close your account, cancell all future payments by following the instructions in "Cancel Subscription" on the Billing Information page ("Campaign/Uprade & Invoice" ). When you close your account, your contract will be terminated immediately. The N-Centive platform allows the customer to restore your account (along with all information and contact list) within 60 days after deletion (regardless of the reason for deletion). We reserve the right to refuse to restore the account without giving any reason (in particular, if the deletion of the account occurred as a result of the termination of the contract or blocking services on our part).

We reserve the right to cancel this contract at any time and without giving reasons with immediate effect and with obligation to repay the fees paid in advance by the customer in proportion to the number of remaining days of the billing period, without liability on our part.

9. Termination

We reserve the right to terminate the contract without notice and to disable the service in whole or in part or to refuse service to you in the future if you breach the provisions of these Terms and Conditions and if the continuation of the contract is unreasonable.

Examples of acts that are considered violations of the terms and conditions in which the continuation of the contract is unreasonable for us:

  1. Not timely payment for the use of the service despite reminder and deadline
  2. Committing abusive or improper practices, as per Section 6 of these Terms and Conditions
  3. Customer sends messages that we have identified as SPAM (based on various N-Centive algorithms and verification methods)
  4. Unauthorized use of trademarks or other intellectual property of N-Centive
  5. Create a larger number of free trial accounts than allowed in these terms and conditions
  6. Leave false or incorrect personal information or do not update it if it changes and allow reasonable time for correction
  7. The transfer of the rights and obligations resulting from a service utilization agreement to third parties without the prior consent of N-Centive.

In the event of termination of the contract, regardless of the reasons for and termination of the termination, you will not be entitled to any reimbursement of payments in whole or in part, except in cases where repayment is required by law. Deregistration of the Service does not relieve you from your obligation to comply with any payments already due or current in respect of your current term. This applies in particular to payments in accordance with point 5.

Termination, suspension and demotion of the Service or any of its parts or features may affect your account, existing or planned campaigns, collected data and other information. Please keep in mind that once the service or any of its parts or features have been canceled, suspended or demoted, certain operations that have been performed on your account, existing or planned campaigns, collected data and other information may be undone and N-Centive assumes no responsibility for the consequences of this.

10. Refund Policy

Free Account: The basic version of our service does not require sign-up via credit card. So you can try our service without any risk. If you implement an upgrade at any point during your trial, this upgrade will be handeled as additional service, separately to your existing basic account.

Basic- and Premium-Campaigns: If you purchase a chargable campaign or upgrade a trial campaign, the N-Centive Billing System debits your credit card for the first billing period. After that, the billing system automatically renews your account every 30 days (every 360 days if you choose an annual plan or 720 days on a 2-year plan) and debits your credit card with the corresponding amount.

Cancellation / Cancellation: If you cancel your account or we terminate the service for any reason set forth in Section 9 of these Terms and Conditions, your credit card will no longer be charged. However, you are responsible for any amounts already charged to your credit card.

Refunds: Our service is "pay as you go". Therefore, even if you cancel your account immediately after your credit card has been charged for the new billing cycle, we will not refund. For example, if we charge your card on August 10 and you cancel your campaign on August 15, you must pay for the entire month (or for the entire year, if you have selected an annual plan). No additional charge will be made but the amounts already debited will not be refunded.

11. Privacy and personal information

N-Centive processes personal information in accordance with our privacy policy. In accordance with the Federal Data Protection Act, you are the responsible body for all personal data that is on your contact list.

We cooperate exclusively with persons with legal capacity, as well as legally-qualified associations of persons from the EU and the EEA, as well as from third countries for which the EU Commission has established an adequate level of data protection.

12. Intellectual property

N-Centive is a registered trademark of N-Centive in the territory of Germany and other member states of the European Union, in the United States of America, as well as other countries. The service, the platform of N-Centive, as well as the contents of the N-Centive.de website ("works"), such as texts, graphics, logos, snaps, pictures, audio files or applications are the property of N-Centive and its partners.

It is forbidden to use the works, as well as the trademarks and markings (designations) representing N-Centive's proprietary rights, unless the use results from the nature of the use of the service or the express consent of N-Centive.

13. Availability

We offer 98% availability of the service every month, provided the services of our internet service providers are fully available. We reserve the right to change or modify the features included in the N-Centive platform, as well as the hardware or software through which the service is provided, at any time and without liability (provided that this is not noticeably negative Impact on the provision of the service). We reserve the right to discontinue the provision of the service for technical reasons (such as system failures, maintenance, repairs, replacement of hardware), without liability on our part. In the case of planned technical interruptions of more than one day, we will endeavor to notify you at least one day in advance. Scheduled maintenance is performed with the aim of minimizing customer inconvenience.

Furthermore, we reserve the right to change, add or remove documents, information, images or other content on the N-Centive websites.

14. Limitation of Liability

You accept that N-Centive provides the Service and the Websites "as is" without warranty, expressed or implied.

You alone are responsible for the use of the Service and our website, in particular for your content.

N-Centive is not liable for any damages (including loss of your data) caused by:

  1. Force majeure
  2. Disruption by third parties (including the customer's and subscriber's account users), in particular with regard to the use of the account by third parties who use your account login information provided by you or otherwise, regardless of N-Centive
  3. Operating errors due to external factors and other systems (such as telecommunications networks) that are independent of N-Centive
  4. Any issues with features that have been used within trial versions, especially beta trials
  5. Insufficient or fluctuating bandwidth of the client or subscribers, which may adversely affect the quality of the content
  6. Violations of the provisions of these terms and conditions
  7. Entry of incorrect or incorrect data during registration

Force majeure is understood as an extraordinary, external event that is unpredictable and could not be prevented. Events of force majeure include, in particular, war, natural disasters, strikes, accidents, DDoS attacks or other disruptions in telecommunications networks or in the telecommunications infrastructure, as well as special government and administrative measures and measures taken by companies that influence the availability of the N-Centive service but whose activity is independent of the parties.

N-Centive can not be held liable for any damage (direct or indirect) suffered by customers resulting from the loss of your data or files stored on our servers. The creation of backup copies is only duty and responsibility of the customer.

N-Centive is only liable for direct damages as a result of non-fulfillment or bad fulfillment of the obligations by N-Centive. In addition, N-Centive is not liable for any indirect damages, regardless of your source (in particular compensation for loss of income or other income, as well as pure financial losses). The entire liability of N-Centive, regardless of the number or basis of any claims you make as a customer or a third party, is limited to the total amount you pay for the service during a whole month, prior to the date on which you claim N-Centive have set, paid. You release N-Centive from all claims that go beyond the above points.

Customer shall indemnify N-Centive and its employees, affiliates, partners and agents from any liability for allegations and claims of third parties in connection with Customer's use of the Service, use of domains / subdomains, content, activity of contacts or on the Customers landing pages, breach of these terms and conditions, the law or the rights of third parties.

15. Applicable law and jurisdiction

The law of the Federal Republic of Germany excluding the UN sales law exclusively apply to all disputes arising in connection with the initiation, execution or completion of the contractual relationship between you and us. Exclusive place of jurisdiction is the registered headquarters of N-Centive

16. Final provisions

N-Centive reserves the right to change the terms and conditions and any related documents at any time. We will notify you 10 days before the new version of the document becomes effective by providing information and publishing the Terms and Conditions (or other related legal documents) in your account or on the N-Centive websites.

If you do not wish to agree to such changes to the Terms and Conditions, you may terminate this Agreement, but any further use of the Website or the Program is deemed acceptance of the new terms and conditions.

For all requests that have been initiated but not resolved until new General Terms and Conditions come into effect, the General Terms and Conditions that were effective at the time the request was initiated shall apply.

Both parties declare that statements made to the other party during the use of the service are made by electronic means to the following addresses:

  1. to the customer - to the e-mail address left by him
  2. to N-Centive - to the e-mail address of the customer service

You can transfer the rights and obligations under the contract to persons with legal capacity as well as partially-legal associations of persons, but only with our consent. The consent can be expressed in an e-mail. Silence and acquiescence can not be construed as consent.