I. General

1. Scope of application 

These General Terms and Conditions apply to all of our services offered via labelupnow.com between AdsByYou OG, Am Heumarkt 4, 1030 Vienna AT, hereinafter referred to as "Provider", represented by their managing director, and our customer (hereinafter referred to as "Customer") in the respective valid version. 

2. Adjustment of the terms and conditions

The Provider is entitled to adjust and supplement these General Terms and Conditions at any time.
The Provider informs existing customers in good time about a significant or not merely insignificant change to the terms and conditions. Significant or not merely insignificant changes are those that involve a change in the factual or legal situation. This change becomes effective if the Customer does not object to the change within six (6) weeks after notification of the change. The Provider expressly points out to the Customer at the beginning of the deadline the effect of his silence as acceptance of the contract amendment. If the Customer objects within the deadline, the Provider has the option to terminate the contractual relationship without notice. These contractual conditions apply exclusively. The Customer's contractual conditions do not apply. Confirmations from the Customer referring to their own terms and conditions are expressly contradicted.

II. Conclusion of contract and object of the contract

1. Conclusion of contract

   By signing the main contract (offer), the Customer accepts these General Terms and Conditions.

   
   

2. Object of the contract

   The Provider enables the Customer to access a personalized price comparison platform for a limited period of time (hereinafter referred to as "price comparison platform"). The Provider provides the Customer with the use of the price comparison platform at the router exit of the respective data center of the Provider ("Handover Point"). The price comparison platform is operated by the Provider as a SaaS solution. The Customer is enabled to use the price comparison platform stored and running on the servers of the Provider or a service provider commissioned by the Provider via an internet connection for their own purposes and to store and process their data with its help. The specific scope of services at the time of the conclusion of the contract is described in the main contract individually concluded with the Customer.

   III. Availability

1. The Provider does not owe the guarantee of the data connection between the handover point and the Customer's IT systems. It is the Customer's responsibility to create the technical requirements for receiving the price comparison platform at the handover point and using it. The Provider informs the Customer that limitations or impairments of the services provided may arise that are beyond the Provider's control. These include in particular actions by third parties not acting on behalf of the Provider, technical conditions of the internet that are beyond the influence of the Provider, as well as force majeure. The hardware and software used by the Customer can also affect the services provided by the Provider. To the extent that such circumstances have an impact on the availability or functionality of the services provided by the Provider, this has no effect on the conformity of the services provided.

   
   
   

2. Declarative to item 1, downtimes caused directly or indirectly by any of the following causes shall not constitute a breach of this contract:

(i) Event of force majeure, 

(ii) abusive use of the price comparison platform by the Customer or by third parties;

(iii) errors or outages of the internet;

(iv) malfunction or failure of the Customer's computer systems or networks;

(v) scheduled maintenance work carried out in accordance with this contract.

3. The Provider can interrupt the provision of services to carry out maintenance or updates. The Provider shall inform the Customer of the planned period for the execution of maintenance work/updates in a timely manner. 
   
   
   

4. The Customer is obliged to report malfunctions, disruptions or impairments of the price comparison platform to the Provider immediately and as precisely as possible.

IV. Customer's duties

The Customer shall fulfill the obligations incumbent upon him for the provision and execution of services under this contract. The Customer provides their cooperation services free of charge and without explicit commissioning by the Provider. The cooperation services are contractual main obligations of the Customer.

1. Provision of information and access 
   The Customer undertakes to provide the Provider with all the necessary information for linking their Google Merchant Center with the price comparison platform (e.g. emails, DNS access, etc.). The Customer also truthfully discloses to the Provider the number of Google Merchant Centers they are using. 
   
   
   

2. Other obligations
   The Customer will inform the Provider immediately and in writing about:

(i) the abuse or suspicion of abuse of the contractually agreed service; 

(ii) a risk or suspicion of a risk to compliance with data protection or data security arising in the course of providing the contractually agreed service;
(iii) a risk or suspicion of a risk to the services provided by the Provider, e.g. due to loss of access data or hacker attack. The Customer bears sole responsibility for any consequences resulting from a failure to transmit the aforementioned information to the Provider, either not at all or not in a timely manner. The Customer is also particularly obliged to:

(i) protect the user-related usage and access authorizations (in particular passwords) as well as identification and authentication safeguards assigned to them and not disclose them to unauthorized users;

(ii) provide a qualified contact person who is authorized to make all necessary decisions necessary to provide the contractually agreed service; 

(iii) ensure that all industrial property rights and copyright protected third-party texts and data are respected (e.g. when transferring texts and data from third parties to the servers of the Provider);

(iv) obtain the necessary consent of the respective affected party, if they collect, process or use personal data in the context of using the platform and there is no legal basis for doing so;

(v) refrain from attempting, whether themselves or through unauthorized third parties, to illegitimately access information or data or to interfere with or have them interfered with in programs operated by the Provider's or to penetrate or having them penetrated unauthorized data networks of the Provider. 

3.  No abusive use
   The Customer undertakes to use the services offered by the Provider only to the extent permitted by law and in accordance with these regulations. Abusive use leads to the exclusion of the usage rights granted by entering into the contract. After becoming aware of any abusive use, the Provider can deactivate the customer account of the respective customer and terminate the contract without notice. Any fees already paid will not be refunded in this case.
   Abusive use includes in particular unlawful uses, such as copyright infringements. In addition, abusive use includes the provision, dissemination or other use of illegally acquired data as well as the dissemination or provision of data for illegal purposes. In particular, the following uses of the platform are abusive: 

(i) Sending and storing viruses, worms, trojans, as well as harmful computer codes, files, scripts, agents or programs,

(ii) uploading programs with the potential to disrupt, impair or prevent the operation of the Provider,

(iii) attempting to gain unauthorized access to the service or the price comparison platform or individual modules, systems or applications or to grant this unauthorized access to third parties

V. Term of the contract and termination of the contract

1. The provision of the contractually agreed services begins on the date specified in the main contract (offer) for the duration of the minimum period agreed in the main contract, unless a different contract term is noted in the offer. During this minimum term, termination by both parties before the end of the term is excluded.
   
   

2. The contract can be terminated by the parties within a period of one month before the end of the minimum term to the end of the intended contract term. If this does not happen, the contract is automatically extended by the original minimum term.
   
   

3. The Provider reserves the right to terminate the contract without notice for material reasons. The Provider has material reasons in particular if the Customer is in default of payment for a due remuneration for more than two months despite a reminder. If the Customer is responsible for the reason for termination, the Customer is obliged to pay the agreed remuneration to the Provider up to the date on which the contract would end with ordinary termination at the earliest.

4. Notifications of termination require written form to be effective. The receipt of the termination as an email to office@labelupnow.com satisfies the written form requirement.

VI. Remuneration and price adjustment 

1. The payment period and amount of the remuneration, as well as the method of payment, depend on the main contract (offer) individually concluded with the Customer.
   
   

2. Unless otherwise regulated in the main contract individually concluded between the parties, the entire amount due for the agreed contract term is due within 14 days of the conclusion of the contract. 

3. All prices of the Provider are generally understood in EURO plus value added tax to be borne by the Customer to the extent legally required. Value added tax is shown separately on the invoice.
   
   
   

4. If the Customer delays the payment of a due remuneration by more than two weeks, the Provider is entitled to block access to the price comparison platform after prior warning with a deadline. The Provider's claim to remuneration remains unaffected by the blocking. The Provider is also entitled to i) demand default interest in accordance with § 456 of the Austrian Commercial Code and (ii) suspend access to the price comparison platform until all outstanding claims by the Provider (including claims for default interest) have been fulfilled by the Customer.
   
   
   

5. The Provider is entitled to adjust the respective continuous fees agreed in the main contract once per quarter due to changing market conditions or due to technical renewals. The price adjustment is based on the change in the monthly consumer price index 2010 published by the Austrian Federal Statistical Office or a substitute index, with fluctuations in the index number up to and including 5% being disregarded. The increases are accepted by the Customer from the outset if they do not amount to more than 10% annually. For the initial price adjustment, the index number announced for the month in which the bid day falls serves as the reference index. The adjustment is made based on the percentage difference between the target index and the reference index. 

VII. Maintenance and support

1. Unless otherwise regulated in this section, the Provider is not obliged to rectify occurring errors, carry out maintenance work or provide technical or other support with regard to the price comparison platform.
   
   
   

2. The price comparison platform is provided "as is". However, during the term of this contract, the Provider will independently maintain the price comparison platform, as set out herein, by providing error corrections, stability and performance improvements and updates at its discretion.
    

3. The Customer acknowledges that whenever the Provider issues a new version of the software, the latest version of the software must be used by all users and all obligations provided for in the contract apply only to the latest version.

   VIII. Right to use the platform and requirements for contractual use

1. The Customer is granted the non-exclusive, time-limited for the duration of this contract, non-sublicensable right to access the price comparison platform for their own internal business purposes in the context of contractual and orderly use and to use the functionalities offered by the price comparison platform by means of a browser in accordance with these conditions. The Customer does not receive any additional rights, in particular to the price comparison platform, the associated software application or the operating software.
   
   

2. If the contractual use of the price comparison platform is affected without fault of the Provider by third-party intellectual property rights, the Provider is entitled to refuse the services affected by this. The Provider shall inform the Customer of this immediately and enable the Customer in an appropriate manner to access their data. In this case, the Customer is not obliged to make any further payment. Other claims or rights of the Customer remain unaffected.
   
   
   

3. The Customer may not use the price comparison platform beyond the agreed scope of use or allow it to be used by third parties or make it accessible to third parties. In particular, the Customer is not permitted to reproduce, sell or temporarily make available, rent or lease contents of the price comparison platform or parts thereof. 
   
   

IX. Warranty

1. The Customer acknowledges that software is never completely free of defects, errors and bugs. The Provider therefore does not provide any warranty or assurance that the price comparison platform is free of defects, errors and bugs. The nature, scope and timing of error correction are the sole responsibility of the Provider.

   
   

2. The Customer acknowledges that software is never completely free from security vulnerabilities. The Provider therefore does not provide any warranty or assurance that the price comparison platform is completely secure.
   
   

3. The Customer acknowledges that the Provider does not assume any guarantee for marketability and suitability for a specific purpose. 

   
   

4. The Customer acknowledges and agrees that the price comparison platform may occasionally not be available to allow maintenance or other development activities. The Provider will make reasonable efforts to publish the details of any unavailability on its website and/or inform the Customer in advance by email about the details of the unavailability. Such planned unavailability does not entitle the Customer to any claims against the Provider.
   
   

5. The Provider's warranty obligation is limited to making reasonable efforts to ensure that the price comparison platform works essentially as described in the technical description, any specification agreed and this contract. The choice of warranty remedies is the sole responsibility of the Provider.

   X. Liability

1. The liability of the Provider is limited to willful intent and gross negligence for contract-typical, foreseeable damages. The liability of the Provider for damages caused by simple negligence is in any case excluded.
   
   

2. The Provider does not guarantee the complete or partial permanent existence of the Google CSS program or its terms of use and is not responsible and not liable for this.
    

3. If the conditions of the Google CSS Program are significantly changed or the Provider loses its CSS status, the Provider has the right to re-migrate all merchant centers of the agency to Google Shopping Europe.
   
   

4. The Provider expressly does not guarantee a reduction in the click price of up to 20% in the context of the acquisition of the price comparison site. This is strongly dependent on external parameters and cannot be influenced by the Provider.
   
   
   

5. Links to other websites and references to sources of information serve solely for the convenience of the user. The Provider has not conducted any research on the accuracy and / or completeness or the functioning of these other websites and sources of information. The Provider therefore assumes no liability for damages that may be related to the inaccuracy and / or incompleteness of the information provided there and / or the non-functioning of these other websites and sources of information.
    

6. Neither party is liable to the other party for incidental, special, exemplary or consequential damages, including loss of income, profits, revenues or business interruptions or costs for substitute services or other economic losses, regardless of whether the party concerned was notified of the possibility of such damages. In no case shall the total liability of the Provider to the Customer and third parties in connection with the contract or access to and use of the price comparison platform exceed the total monthly fees paid or to be paid by the Customer in the 12 months before the claim or action, regardless of the form of the claim or action.
    

7. If the Customer incurs damages from the loss of data, the Provider is not liable for this to the extent that the damages could have been avoided by regular and complete backup of all relevant data by the Customer. The Customer shall perform or have performed on their behalf regular and complete data backups and is solely responsible for this.
   
   

XI. Indemnification

The Customer undertakes to indemnify the Provider from all third-party claims, including reasonable or legally established costs of legal action, arising from a non-contractual, abusive and / or illegal use of the price comparison platform and its contents by the Customer or with their approval or arising in particular from data protection, copyright or other legal disputes related to the use of the price comparison platform. If the Customer becomes aware, or must become aware, that such an infringement is imminent, they are obliged to promptly inform the Provider. The Customer supports the Provider in defending against these claims, in particular by providing all necessary information necessary for defense. The Customer is obliged to compensate for the damage incurred by the Provider as a result of the successful enforcement of such claims by third parties.

XII. Data Protection