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Terms of Usage

Scope of application, exclusion of deviating terms and conditions
1. The following Terms of Usage (hereinafter "terms") govern the contractual relationship between Innoloft GmbH c/o digitalHUB Aachen Jülicher Straße 72 a 52070 Aachen (hereinafter "Innoloft")and the respective customer (hereinafter "customer" ) whomakes use of the no-code development platform offered at www.innoloft.com with regard to the creation of its own web application (hereinafter "platform") and other services provided by Innoloft.
2. The validity of the customer's general contractual or business terms and conditions is expressly excluded. This also applies if Innoloft has not expressly objected to the customer's terms and conditions and/or provides services without objection.
Subject of the contract
1. The subject of these terms is the provision of the platform in the respective current version for the use of its functionalities. The customer can view the current functionality of the platform and the scope of services under LoftOS Features.
2. Innoloft's services are directed exclusively at businesses as defined by § 14 German Civil Code (BGB). An business within the meaning of § 14 BGB is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity.
3. The use of the platform requires registration and opening of an account according to clause 3. After successful registration, the customer may add a LoftOS plan for which a fee is charged in accordance with section 4.
4. The use of the platform is possible only with the existence of a sufficiently dimensioned Internet connection. In addition, normal use is guaranteed only when using common browsers (Chrome, Edge, Opera, Firefox and Safari) with a browser version not older than one year.
5. Within the scope of using the platform, the customer may also make use of the technical support services specified under LoftOS Prices in accordance with the provisions of Clause 15. If the customer makes use of Innoloft's support services, these are provided exclusively as services.
6. Innoloft is entitled to discontinue or modify the free services at any time. Innoloft is furthermore entitled to adapt the platform or individual functions of the platform for technical reasons, insofar as this is reasonable for the customer or insofar as this is required by legal provisions.
Registration and its requirements
1. The use of the platform requires the registration and opening of a user account (hereinafter "account").
  1. The customer must provide the data requested in the registration form in order to register and open an account.
  2. By submitting the registration form and accepting these terms, the customer makes an offer to enter into a free license agreement in the form of the "LoftOS Free" plan (viewable under LoftOS Prices).
  3. Innoloft confirms the registration by sending the customer a confirmation e-mail with a personalized activation link. Upon confirmation of the activation link, a contract is concluded between Innoloft and the customer for the free use of the platform based on the "LoftOS Free" plan (viewable under LoftOS Prices) and these terms (hereinafter referred to as "license agreement"). Upon successful registration, an account is created for the customer, which the customer can access by means of its e-mail address and password. The password can be changed at any time via the account.
  4. Innoloft shall send the customer the text of these terms in text form (e.g. by e-mail).
2. Registration is allowed only to businesses, and only in their own name and for their own account. The conclusion of the contract as a legal entity may only be carried out by persons who act as legal representatives or other authorized persons of the legal entity on its behalf and will. In order to verify the authorization according to the previous sentence, Innoloft will request further documents (e.g. power of attorney, written permission, etc.) from the customer if necessary.
3. There is no entitlement to registration and conclusion of a license agreement. Innoloft reserves the right to refuse registration and the conclusion of a license agreement without giving reasons.
4. The data requested upon conclusion of the contract must be provided completely and truthfully. If the data changes subsequently, the customer is obliged to update the information immediately. Upon request by Innoloft, the customer must confirm the data.
Completion of a LoftOS plan
1. If the customer wishes to use further functionalities of the platform, he has the option to conclude service modules subject to a charge in the form of LoftOS plans (hereinafter each a "LoftOS plan"). The scope of services of the individual LoftOS plans can be viewed by the customer under LoftOS Prices.
2. The conclusion of a paid LoftOS plan takes place as follows:
  1. After logging into his account, the customer can select a LoftOS plan listed under his account, enter his payment data and confirm the booking. Before submitting the booking, the customer can review all the data previously entered by him and, if necessary, correct it by entering other data or delete the data entered in the respective input field.
  2. Innoloft accepts the booking by sending a confirmation email to the customer, whereby a paid contract for the relevant LoftOS plan is concluded on the basis of these terms.
Other services
1. The customer can add additional services, such as additional end users, to an existing LoftOS plan through their account.
2. The conclusion of further services shall take place in accordance with section 4.2.
3. If the other benefits are ongoing benefits in connection with a LoftOS plan, the term of the LoftOS plan shall also apply to the other benefits.
Upgrades and downgrades
1. The upgrade of a LoftOS plan to a higher-value LoftOS plan is possible at any time via the customer's account. In the event of an upgrade, the current contract term within the meaning of section 13.2 will be assumed for the upgraded LoftOS plan.
2. Downgrading to a lower LoftOS plan is only possible at the end of the current billing period as defined in Section 13.2. If the customer downgrades at an earlier point in time, the term of the downgraded LoftOS plan shall not commence until the beginning of the following billing period.
More accounts
1. In addition to his account, the customer may activate his own employees or other third parties bound by instructions (hereinafter uniformly referred to as "employees") as further administrators. For this purpose, the customer invites employees to log on to the platform via its account and creates corresponding additional admin accounts (hereinafter "admin accounts").
2. The customer warrants that it will only invite persons to the platform as employees if it is authorized to do so. Before sending an invitation, the customer is obliged to ensure that the employees agree to receive the invitation. In the event that an employee asserts claims against Innoloft due to unsolicited sending of the invitation, the customer shall indemnify Innoloft to that extent against all claims in connection with the sending of the invitation. Innoloft reserves the right to assert further claims against the customer arising from this matter.
3. In the registration form, each employee has to create a password. By sending the completed registration form, the employee gets access to his admin account.
4. Access to the admin account is only permitted to natural persons with unlimited legal capacity and only in their own name. Employees must have reached the age of 18 at the time of registration.
5. The customer can restrict or delete admin accounts at any time via his account. Admin accounts are automatically terminated at the end of the license agreement.
Prices and terms of payment
1. Innoloft does not charge any fee for the registration according to clause 3.
2. The conclusion of a LoftOS plan and the purchase of additional services is subject to a fee. The customer pays Innoloft the fee specified at the time of booking.
3. The fee according to clause 8.2 is due in advance with the conclusion of the respective contract. The customer can select the billing periods depending on the LoftOS plan when booking.
4. The fee owed by the customer can only be paid using the payment methods supported by Innoloft. The available payment methods are displayed to the customer during the booking process.
5. The customer agrees to receive invoices exclusively in electronic form (PDF format).
6. The customer may be charged costs by third parties in connection with the use of the platform (e.g. for the use of telecommunication networks); Innoloft has no influence on such costs.
7. All prices are subject to the applicable statutory value added tax.
Rights to the contents of the customer, exemption
1. The customer grants Innoloft the simple, spatially unrestricted, free-of-charge right of use, limited to the processing of the customer content on the platform, to the content uploaded or otherwise posted by the customer on the platform, as well as to its company name and its corporate identifiers, trademarks and logos (hereinafter "customer content"), in particular in order to provide the contractual services and to display the customer as a partner in Innoloft's platform network (hereinafter "license"). Innoloft is in particular entitled to technically edit, prepare and adapt the customer content so that it can also be displayed in other formats and on mobile receiving devices. Innoloft is also entitled to use the customer content for continuous training and further development of the platform.
2. The right shall survive any termination of the contract, unless justified interests of the customer are opposed.
3. The customer warrants that it is the owner of the rights granted and that it is possible for it to effectively grant the rights referred to in clause 9.1. The customer also guarantees that the customer content does not violate any third-party rights, in particular trademark rights, competition rights, copyrights, property rights or personal rights.
4. The customer indemnifies Innoloft from all claims of third parties, in particular from claims for trademark, copyright and personal rights violations, which should be raised against Innoloft in connection with the customer content provided by the customer, upon first request. The customer is also obligated to defend against unfounded claims by third parties with regard to the customer content provided. The customer must inform Innoloft immediately of any third-party claims that become known to him. Innoloft is entitled to take appropriate measures to defend itself against third-party claims or to pursue its own rights. The indemnification also includes the reimbursement of costs that Innoloft incurs or has incurred as a result of legal prosecution/defense. Further claims for damages by Innoloft remain unaffected. Insofar as Innoloft itself is responsible for the infringement, claims against the customer are excluded.
Rights and granting of rights to the platform and its further development
1. Innoloft is the sole owner of all rights to the platform. Innoloft grants the customer simple rights of use to the platform during the term of the contract in accordance with the provisions of these terms.
2. If and to the extent that during the term of the contract additional software property rights pursuant to §§ 69a et seq. of the German Copyright Act (UrhG) or rights of use to the platform or to any further developments arise as a result of the customer content, Innoloft shall be exclusively entitled to such rights, together with all proprietary rights. This also applies to software code or software property rights arising from Innoloft's self-learning algorithms. These are hereby assigned or transferred by the customer to Innoloft in advance, without any restrictions in terms of content, time, or territory, insofar as they should arise at the customer's premises. Innoloft hereby accepts the assignment/transfer.
Account usage, sanctions and account suspension
1. The customer undertakes to use the platform in accordance with the statutory provisions. The customer also undertakes
  1. not to make any false statements regarding his data;
  2. not to use the platform for purposes that are racist, discriminatory, pornographic, endanger the protection of minors, politically extreme or otherwise unlawful or in violation of official regulations or requirements
  3. not to use the platform in a way that violates youth protection laws or criminal laws;
  4. not to use any legally protected content on the platform without being authorized to do so;
  5. not to use any content on the platform that violates copyrights, trademark rights, other proprietary rights or personal rights;
  6. only to use content on the platform for which the customer has the necessary rights of use
  7. or to upload or otherwise store or use customer content on the platform in violation of section 11.1a. - 11.1f. to upload customer content to the platform or otherwise store or use it on the platform.
2. Actions of employees are attributed to the customer.
3. Innoloft is entitled to irretrievably change or delete content and information that violates the terms or legal regulations or is otherwise offensive and/or improper. In this respect, the customer has no claim to reinstatement of already changed or deleted content.
4. If the customer violates the terms or legal regulations, or if there is any other important reason, Innoloft may
  1. restrict the use of the platform and the account for a limited period of time or block it permanently;
  2. terminate the contract with the customer concerned without notice.
5. Innoloft may impose these sanctions without prior notice and without consulting the customer, even against the customer's express will. Innoloft will give the customer the opportunity to comment after taking sanctions and will reconsider the sanctions after receiving a counterstatement.
6. After a final block, there is no entitlement to restoration of the blocked account.
Cooperation obligations of the customer
1. The customer has informed himself about the essential functional features of the platform and bears the risk as to whether it meets his wishes and needs. In case of doubt, the customer shall seek advice from Innoloft employees or competent third parties prior to the conclusion of the contract.
2. The customer shall be solely responsible for setting up a functional hardware and software environment for the platform that is sufficiently dimensioned, also taking into account the additional load imposed by the platform.
3. The customer is obligated to report defects of the platform to Innoloft without delay. In doing so, the customer shall take into account Innoloft's instructions for analyzing the problem within the scope of what is reasonable for him and shall forward to Innoloft all information available to him that is necessary for the elimination of the defect.
4. The customer observes the instructions given by Innoloft for the configuration and operation of the platform.
5. If and to the extent technically possible, the customer shall take reasonable precautions in the event that the platform does not operate properly in whole or in part, in particular by diagnosing malfunctions and regularly checking the data processing results.
6. The customer shall bear all costs incurred due to the fulfillment of the duties to cooperate. The customer shall also bear all additional costs incurred by Innoloft due to (partial) non-fulfillment or delayed fulfillment of the obligations to cooperate.
Term and termination
1. License agreements are concluded for an indefinite period. License agreements may be terminated by either party at any time. If the customer terminates the license agreement during the term of a LoftOS plan, the license agreement shall be maintained until the end of the LoftOS plan and shall end upon expiration of the LoftOS plan.
2. LoftOS plans are entered into for an indefinite period of time and may be
  1. in the case of a monthly billing period, with seven (7) days' notice to the end of the respective monthly billing period; and
  2. in case of an annual billing period with a notice period of one (1) month to the end of the respective annual settlement period be terminated. If the license agreement is not also terminated, the license agreement remains in force after termination of a LoftOS plan.
3. The right to terminate for cause remains unaffected.
4. If the parties agree on a monthly billing period, Innoloft may terminate the LoftOS plan without notice if
  1. the customer fails to pay the fee or a not insignificant part of the fee for two consecutive months or
  2. in a period extending over more than two months, with the payment of an amount equal to the remuneration for two months, is in default.
5. If the parties agree on an annual billing period, Innoloft may terminate the LoftOS Plan without notice if the customer is 2 months in default of payment of the fee or a not insignificant part of the fee.
6. In case of extraordinary termination, Innoloft is entitled to notify the end users of the platform of the blocking of the platform based on reasons originating from the sphere of the customer.
7. Any termination must be made in text form. The termination can be made in text form, e.g. by e-mail to billing@innoloft.com or via the account.
Settlement after termination
The personal data, customer content and account deposited by the customer will be deleted by Innoloft thirty (30) days after the end of the contract. If Innoloft is not entitled to delete data for legal or other reasons, Innoloft may alternatively block it. As soon as Innoloft is entitled to delete the aforementioned data, Innoloft will also delete this data.
Support
1. Innoloft provides maintenance and support services for the platform (hereinafter collectively "technical support services") at the service times (hereinafter "service times") and conditions specified in the booked LoftOS plan. The technical support services include all services necessary to maintain and restore the operational readiness of the platform, as well as updates of the platform for troubleshooting purposes (hereinafter "updates"). Existing defect claims of the customer remain unaffected.
2. If technical support services are owed in the booked LoftOS plan within a certain time frame, the time frame refers to one month and cannot be carried over to the following month. Unused technical support services expire at the end of the relevant month.
3. The customer shall assist Innoloft to a reasonable extent in fulfilling the technical support services at its own expense. The customer's duties to cooperate are real duties of the customer. In particular, the customer shall notify Innoloft of all malfunctions that occur, listing all necessary information for a malfunction analysis and delimitation of the cause of the malfunction.
Availability
1. Innoloft guarantees an accessibility platform of 99.9% on an annual basis (hereinafter "uptime"). Not considered in the calculation of the uptime are
  1. Downtime that is not due to a breach of duty by Innoloft, such as attacks on systems of Innoloft or systems of the services used by Innoloft by third parties, failures of hardware of Innoloft or the services used by Innoloft through no fault of Innoloft or cases of force majeure, as well as related unplanned maintenance work.
  2. Planned downtimes according to clause 16.2.
2. Innoloft is entitled to interrupt the availability of the platform on Mondays from 17:00 to 22:00 (CET/CEST) for a maximum of 2 hours per calendar month in order to perform maintenance and software updates (hereinafter "planned downtimes"). If it is foreseeable for Innoloft that downtimes for maintenance and software updates will last longer than one hour, Innoloft will notify the customer of this at least three days before the start of the respective planned downtimes via a notice or a notice on the platform.
Warranty
1. Innoloft does not warrant the suitability of the platform, for any purpose intended by the customer, unless otherwise specified in the platform service description. Specifications set forth in the platform's service description or other documentation do not constitute warranties unless expressly designated as such.
2. In the event of a warranty claim, Innoloft shall, at its own discretion, remedy defects of the platform by means of error correction, replacement, updates or releases of a new version of the platform.
3. The customer is not entitled to any warranty claims,
  1. if the customer does not use the platform as intended or misuses it, or
  2. if the customer modifies or alters the platform outside of its intended functionalities without Innoloft's prior written consent, or
  3. if problems or errors are due to the fact that the platform was used with programs that are not compatible with the platform, unless the customer proves that the defect is due to the platform and was also present without his intervention.
4. Innoloft's strict liability for damages (§ 536 a German Civil Code (BGB)) for defects existing at the time of conclusion of the contract is excluded.
5. If the customer is entitled to claim damages or reimbursement of futile expenses on the basis of warranty, this shall be subject to the limitation of liability set out in clause 18 below.
Limitations of liability
1. Subject to the further provisions of this clause 18, Innoloft shall only be liable if and to the extent Innoloft, its legal representatives, officers, employees or other vicarious agents are guilty of intent or gross negligence. However, in the event of Innoloft's default or impossibility of performance for which Innoloft is responsible, as well as in the event of breach of material contractual obligations (so-called cardinal obligations), Innoloft shall be liable for each of its own culpable conduct and that of its legal representatives, officers, employees or other vicarious agents. Essential contractual obligations are defined in the abstract as obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose fulfillment the customer may regularly rely.
2. Except in the case of intent or gross negligence on the part of Innoloft, its legal representatives, officers, employees or other agents, Innoloft's liability shall be limited to the amount of damages typically foreseeable at the time of conclusion of the contract.
3. The exclusions and limitations of liability set forth in sections 18.1 and 18.2 above shall not apply in the event of the assumption of express warranties, in the event of claims based on the absence of warranted characteristics and for damages resulting from injury to life, body or health, or in the event of mandatory statutory provisions. The limitations of liability set forth in sections 18.2 shall further apply in the event of a debtor's default by Innoloft, not to claims for interest on arrears, for the lump sum for default pursuant to Section 288 (5) of the German Civil Code (BGB), and for compensation for the damage caused by the default, which is based on legal costs.
4. Claims under the Act on Liability for Defective Products shall remain unaffected by the provisions of this Clause 18.
Privacy, exemption
1. The parties shall comply with the applicable data protection provisions, in particular those applicable in Germany.
2. For the provision of services by Innoloft, the agreement on the regulation of commissioned data processing pursuant to Art. 28 and joint controllership pursuant to Art. 26 GDPR (accessible under this link) applies.
3. The customer processes personal data in connection with the use of the platform only to the extent permitted by law and on the basis of an existing and legally effective legal basis.
4. The customer is prohibited from processing special categories of data within the meaning of Art. 9 GDPR in connection with the platform; in particular, the customer is prohibited from uploading such special categories of data to the platform, storing them there or having them processed.
5. The customer shall indemnify Innoloft upon first request against all claims of third parties, in particular claims for data protection violations, which should be raised against Innoloft in connection with the personal data of employees, end users or third parties provided by the customer and processed under his own responsibility or in connection with personal data processed under joint responsibility, provided that the data protection violation results from the sphere of the customer. The customer shall also be obliged to defend against unfounded claims by third parties with regard to the personal data provided. The customer must inform Innoloft immediately of any claims by third parties that become known to him. Innoloft is entitled to take appropriate measures to defend itself against third party claims or to pursue its own rights. The indemnification also includes the reimbursement of costs that Innoloft incurs or has incurred as a result of legal prosecution/defense. Further claims for damages by Innoloft remain unaffected.
Reference naming
1. The customer revocably grants Innoloft the right to name the customer as a reference customer in connection with the use of the platform, using the company logo. The revocation must be made in text form. The revocation does not invalidate the legality of the naming in the past. References on the Internet will be removed from Innoloft's website within two weeks after revocation. In the case of print products that have already been printed at the time of revocation, the revocation shall only apply with regard to a new edition.
2. Section 9 shall remain unaffected by the provisions of this section.
Amendment of the terms
1. Innoloft reserves the right to unilaterally amend these terms if this appears objectively justified. Changes are objectively justified, for example, in the event of an expansion of the platform's functions, a change in the legal or statutory situation (e.g., if case law declares a clause invalid), or if the equivalence relationship existing at the time of the conclusion of the contract is disturbed to a not insignificant extent due to unforeseeable changes that Innoloft does not cause and over which Innoloft has no influence. The prerequisite for a change is always that it is reasonable for the customer.
2. Customers will be notified of changes to the terms. They are considered approved if the customer has not objected to the validity of the amended terms within four (4) weeks in writing or by e-mail to Innoloft and Innoloft has pointed out the legal consequences of a failure to object.
Applicable law, place of jurisdiction and performance, text form, validity of the German version
1. These terms and the contracts regulated therein shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2. Innoloft's registered office is the exclusive place of jurisdiction for all legal disputes arising from or in connection with the terms. In all other respects, the statutory places of jurisdiction shall apply.
3. The place of performance is the registered office of Innoloft.
4. Amendments and supplements to these terms must be made in text form. Subsidiary agreements do not exist.
5. Only the German version of these terms is legally binding. The English version is for information purposes only and has no legal effect.
Severability clause
Should any provision of these terms or any provision incorporated herein in the future be wholly or partially invalid or unenforceable or subsequently lose its validity or enforceability, the validity of the remaining provisions of these terms shall not be affected thereby. The same shall apply if it should turn out that these terms contain a loophole. In place of the invalid or unenforceable provisions or in order to fill the gap, an appropriate provision shall apply which, as far as legally possible, comes as close as possible to what the parties intended or would have intended in accordance with the meaning and purpose of these terms if they had considered the point when concluding the contract or when subsequently including the provision in question. The parties are aware of the case law of the Federal Court of Justice according to which a severability clause merely reverses the burden of proof. However, it is the express intention of the parties to maintain the validity of the remaining contractual provisions in all circumstances and thus to waive Section 139 of the German Civil Code as a whole.

Status: March 3, 2024