PRELIMINARY REMARKS AND PARTIES

Tapglue UG (haftungsbeschränkt), Fehrbelliner Str. 50, 10119 Berlin, (“Tapglue”) provides a software solution (the “Tapglue Platform“) that enables its customers to implement social networking features into their products by leveraging the Tapglue backend infrastructure (the “Tapglue Backend”). The Tapglue Platform provides ready-made components that customers can use to implement news feeds, notifications, activity feeds, user profiles and other features into their products (mobile applications or websites). The Tapglue Platform can be integrated in customers’ product through Software Development Kits (“SDKs“) and by using the Tapglue RESTful API (“API”). The Tapglue Backend provides a hosted solution to create users, connections and events. Tapglue also provides a developer dashboard (“Dashboard”) to administrate and configure accounts, manage apps and view information about the usage of the Tapglue Platform. Together, the Tapglue Platform, the Tapglue Backend and the Dashboard shall be referred to as the “Services”.

“Customer” intends to implement the Tapglue Platform in Customer’s mobile or web application (“Customer’s Tapglue Implementation”).

The following terms represent the general terms and conditions (“Terms”) upon which Tapglue shall provide its Services to Customer and which come into effect on the Effective Date.

1. GENERAL PROVISIONS
   1. Customer confirms that by entering into an agreement with Tapglue, Customer is acting exclusively as an entrepreneur according to Sec. 14 of the German Civil Code (Bürgerliches Gesetzbuch-BGB). If accepting on behalf of Customer, its representative confirms full legal authority to bind Customer to these Terms or that an authorized person from Customer consents to and accepts these Terms.
   2. The following documents form an integral part of the full legal agreement between Tapglue and Customer (the “Agreement”):
      1. these Terms;
      2. the Order Form (see Section 1.3 below), if applicable.
      3. the Standard Service Level Agreement, if applicable.
   3. The Agreement is concluded when Tapglue receives the filled out paper order form (“Order Form”) from Customer listing the Customer’s details, the chosen plan, the base monthly user contingent, the extra user contingents and any other terms specifically agreed upon between Customer and Tapglue, and countersigns it.
   4. The Agreement can also be concluded online when Customer registers on the Tapglue website for an account and the included free Service Plan (see Section 2.1 below). The Agreement is concluded in that case when Tapglue makes available to Customer the individual token required to access the API.
2. TAPGLUE SERVICES AND PLANS
   1. To enable access to and use of its Services, Tapglue offers various plans to Customer (“Service Plans”), among others a free Service Plan, a standard Service Plan and various customized enterprise-level Service Plans. Depending on the chosen Service Plan, different features are made available to Customer and different monthly user contingents apply to Customer’s Tapglue Implementation.
   2. The base unit used for the purpose of calculating the different contingents available to Customer is the monthly authenticated user (“MAU”). A MAU is defined as one (1) end user of Customer’s Tapglue Implementation authenticated by the API during the service period starting on the first day and ending on the last day of any given calendar month (“Service Period”). One MAU also allows for a maximum of:
      1. 10 “Stored Users”, whereas a Stored User is any end user of the Customer’s Tapglue Implementation stored in the Tapglue Backend that was not authenticated during the current Service Period;
      2. 50 “User Connections”, whereas a User Connection is a friend or follower connection from one end user of the Customer’s Tapglue Implementation to another; and
      3. 100 “User Events”, whereas a User Event is any event generated through the Customer’s Tapglue Implementation and stored with a Stored User entry; and
      4. 100 “User Objects”, whereas a User Object is any post, comment or share generated through the Customer’s Tapglue Implementation and stored with a Stored User entry.

      Example: If the base monthly user contingent included in the selected plan consist of 10,000 MAUs, the contingent also includes a total of 100,000 Stored Users, 500,000 User Connections and 1,000,000 User Events.

   3. In case any one of the limits (MAU, Stored User, User Connections or User Events) is exceeded during a Service Period, Customer will either be automatically upgraded to and billed for a larger monthly user contingent (“Larger Contingent”) or automatically receive and billed for an add-on monthly user contingent (“Add-on Bucket”). The Larger Contingent and/or the Add-on Bucket apply to the Service Period during which the limits of the base monthly user contingent were exceeded and continue to apply to any subsequent Service Periods until none of the limits of the base user continent are exceeded any longer. The applicable Larger Contingents and/or Add-on Buckets as well as their price and included MAUs are set forth on the Tapglue website or, if individually agreed, recorded on the Order Form.
   4. If Customer has selected the free Service Plan, no Larger Contingents and/or Add-on Buckets will automatically be made available to Customer in case of overage of the included base monthly user contingent. In that case, Tapglue is permitted to cease any of its Services to Customer until the end of the Service Period.
      
      The free Service Plan is primarily made available in order for Customer to try out and test the functionality of the Tapglue Services and start developing the Customer’s Tapglue Implementation. While Tapglue does not forbid the free Service Plan to be used in a production environment, Tapglue recommends to upgrade to a paid Service Plan, to avoid Customer’s Tapglue Implementation be restricted or fully taken offline in case of overage.
3. PRICING AND INVOICING
   1. Tapglue will invoice the fee for the selected Service Plan and any applicable Larger Contingents and/or Add-on Buckets to Customer at the beginning of each Service Period for the preceding Service Period. Payment of the invoice is due within 2 weeks of the invoice date.
   2. Tapglue may in the future also offer payment by credit card or Paypal or similar payment system (each a “Payment Source”). If Customer decides to use such payment system, Customer will be required to provide Tapglue with billing and account information for Payment Source, for which Customer is authorized to approve charges to allow Tapglue to collect payment from the Customer for their fees. The Customer authorizes Tapglue to automatically and immediately bill the Payment Source when fees are due.
   3. The Customer shall only be allowed to raise an objection to an invoice/deduction within ninety (90) days of billing. If the objection was not raised, the invoice is deemed accepted by the Customer.
   4. The fees due to Tapglue are exclusive of all sales and similar taxes that may be incurred by any transaction under the Agreement.
4. SDK
   1. To aid in the rapid implementation of the Tapglue Platform with the product of Customer, Tapglue provides free and open sourced SDKs for various programming languages and mobile systems. The SDKs are not necessary to implement the Tapglue Platform and shall not be subject of this Agreement between Tapglue and Customer.
   2. The SDKs are provided under an open source license. The applicable license can be found on the SDKs’ respective Github webpage.
5. API
   1. Connections to the Tapglue API interface are made with “HTTP” requests using basic authentication.
   2. When accessing the API through Customer’s Tapglue Implementation
      1. Customers shall not copy or adapt the object code, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of the Tapglue API or any part of the Tapglue Services (but this section shall not prevent you from using the Tapglue SDKs);
      2. Customer shall not use the Tapglue API to distribute any virus, Trojan horse, spyware, adware, malware, bot, worm, or other harmful or malicious component, and shall not use the Tapglue API for any purpose which might overburden, impair or disrupt the Tapglue Services; and
      3. Customer shall ensure that all networks, hardware and software necessary to operate Customer’s Tapglue Implementation (other than the Tapglue Services or the Tapglue API) are configured and operate to commercially reasonable standards of security. In the event of any breach of security involving the Tapglue API, Customer shall notify Tapglue immediately via support@tapglue.com and work diligently to remedy such security breach as soon as practicable. Customer shall not make any public statement regarding any such security breach without the prior written approval of Tapglue.
   3. When accessing the API, the following standard rate limits apply:
      1. Free Service Plan: 100 API requests per minute;
      2. Standard rate limit for paid plans: 1000 API requests per minute.
   4. Tapglue reserves the right to change or amend the API and the underlying software and/or to change the functionalities and characteristics of the API. No changes will be implemented by Tapglue which materially reduce functionality of the Services which was explicitly committed to be provided under the Agreement, except where this is made necessary by: (a) the need to follow generally accepted changes in industry standards, (b) changes in applicable laws (c) need for increased security due to security risks identified by Tapglue (d) other reasonable grounds which warrant the reduction of functionality. In case of a material reduction of functionality due to a change in the API and the underlying software, Customer with a contract duration of more than one month may terminate the Agreement extraordinarily by giving written notice (Email) to Tapglue within one month after Tapglue announced the change. Tapglue will announce material changes to the API for the Customer where reasonably possible at least 3 months in advance to allow Customer to prepare for any impact. Tapglue endeavors to minimize changes to the API. Shorter notice periods may have to be made to comply with applicable laws.
6. SUPPORT AND SERVICE LEVEL AGREEMENT
   1. Tapglue commits to provide to Customer the Services in accordance with the Standard Service Level Agreement at http://tapglue.com/sla (“Standard SLA”) or as otherwise agreed and recorded on the Order Form or an individual service level agreement. The Standard SLA is not provided under the free Service Plan.
   2. Basic support included in the free Service Plan is available by email without any guaranteed answer times.
   3. Standard support and guaranteed response times included in all paid Service Plans are provided in accordance with the Standard SLA.
   4. Tapglue offers additional support packages to its Customers, which go beyond the scope (direct phone access, 24h support etc) of the aforementioned basic or standard support. These packages are tailored to the needs of Customer, agreed upon individually before conclusion of the Agreement and recorded on the Order Form or an individual service level agreement.
   5. Support languages are German and English. Support documentation is available in English.
7. WARRANTIES
   1. As far as the Services provided to Customer by Tapglue are free of charge (free Service Plan), the statutory warranty provisions shall apply. For any other Service provided to Customer by Tapglue, Tapglue shall be liable according to Section 8.2 below.
8. LIMITATION OF LIABILITY
   1. Insofar as the Services provided to Customer by Tapglue are free of charge, the statutory liability provisions shall apply.
   2. Insofar as the Services provided to Customer incur a fee, Tapglue shall be liable for:
      1. claims arising out of damages based on injury of life, body and health, rights and claims for fraudulent concealment by Tapglue of a defect or due to the lack of a quality that Tapglue guaranteed, and
      2. claims and rights that rest on Tapglue or its employees', its legal representatives' or its agents' intentional or grossly negligent behavior, as well as claims based on the German Product Liability Act (Produkthaftungsgesetz).
      3. Apart from that, Tapglue is liable for damages in the event of ordinary negligence only for a breach of essential obligations (Kardinalpflichten), i.e. obligations that are necessarily fulfilled in order to attain the contractual objectives or that the other party can habitually be trusted to fulfill. Tapglue’s liability in case of such a breach is limited to the reimbursement of the typical damage foreseeable at the time of conclusion of the Agreement. Apart from that, any liability is excluded in case of simple or minor negligence.
   3. Liability claims against Tapglue expire after one (1) calendar year. The beginning of the expiry period is subject to the applicable statutory provisions.
   4. The above limitation or exclusion of liability extends accordingly to the personal liability of Tapglue’s employees, legal representatives or agents.
9. INDEMNITY
   1. Customer agrees to indemnify, defend and hold Tapglue, its employees, legal representatives and agents harmless from and against any claim or liability arising out of:
      1. the use of the Services in breach of these Terms or applicable policies;
      2. Customer’s Tapglue Implementation;
      3. any use by users of Customer’s Tapglue Implementation;
      4. any claim that Customer’s Tapglue Implementation or Content violates any applicable law, including but not limited to any claim that Customer’s Tapglue Implementation infringes the rights of a third party.
   2. Customer agrees to cooperate as fully as reasonably required in the defense of any claim. Tapglue reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Customer.
10. PROPRIETARY RIGHTS
    1. Customer acknowledges that all rights, title and interest, including without limitation, all intellectual property rights, in and to the Tapglue Services (including the API and SDKs), any and all documentation provided by Tapglue in connection therewith and the Tapglue marks, are owned by Tapglue.
11. CUSTOMER DATA
    1. Any data or content, including any end user data or content, transferred by Customer to the Tapglue Backend through the API or through other means and stored in the Tapglue Backend ("Customer Data") shall remain the sole property of Customer or its end users. Customer merely grants Tapglue the right to store, transfer, distribute and present Customer Data in the context of its Services to Customer.
    2. Tapglue has the right to collect, analyze or use any usage data related to the use of its Services by Customer. Tapglue will shall only use such collected data in an aggregate, anonymized form that cannot be used to identify Customer and individual end users.
12. CONFIDENTIALITY
    1. All information relating to the parties and designated as being confidential, and all information not expressly designated as confidential but which should reasonably be deemed confidential by reason of its nature or content, is considered “Confidential Information”. Each party remains the owner of all data made available to the other party. Customer acknowledges that the content of this Agreement is Confidential Information.
    2. Each party undertakes to take all necessary steps to protect the confidential nature of all Confidential Information of the other party, agreeing, in particular:
       1. to share Confidential Information solely with personnel and representatives of the parties which have a need to have access to such information; and
       2. to refrain from making any Confidential Information available to any third party without the prior written consent of the other party.
       The obligation to maintain confidentiality does not apply to information:
       1. available to the general public;
       2. disclosed to one of the parties by a third party without any obligation of confidentiality;
       3. already in the possession of or known to one of the parties at the time of disclosure;
       4. developed independently of the Confidential Information by the other party; or
       5. if and to the extent to one of the parties and/or their employees are obliged under an act or by decision of a court or administrative authority to disclose such information.
13. AGREEMENT DURATION
    1. The initial term (“Initial Term”) shall commence on the date the Agreement is concluded or as otherwise agreed and recorded on the Order Form, and shall continue for a duration of one month from the date thereof, unless a different duration of the Initial Term is agreed upon and recorded on the Order Form. The Agreement shall automatically renew for a subsequent term identical in duration to the Initial Term, unless Tapglue or Customer provides the other party with written notice of its intent not to renew at least 30 days before the end of the then current term.
14. TERMINATION
    1. The Agreement can only be terminated during its duration for cause according to the provisions of Section 626 of the German Civil Code. Causes include but are not limited to:
       1. failure of Customer to pay his due fees for 2 subsequent Service Periods;
       2. Customer materially breaches any of the terms of the Agreement or applicable law in the context of implementing and using the Services.
    2. Upon termination of the Agreement, the provisions of these Terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Warranties, Limitation of Liability, Indemnity, Confidentiality and Miscellaneous Terms.
15. ASSIGNMENT
    1. The Agreement cannot be assigned in whole or in part by Tapglue or Customer without the prior written consent of the other party. Any purported assignment without such prior written consent will be wholly void and without effect. Approval of any requested assignment will not be unreasonably withheld.
16. MISCELLANEOUS
    1. Any terms and conditions introduced by Customer conflicting with, diverging from or supplementing these Terms shall become part of the Agreement only if and to the extent that Tapglue has given express written consent to their application.
    2. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the party against which it is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under the Terms is not a waiver of that party's right to later enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise of these rights or any other right.
    3. If a court of competent jurisdiction or arbitral panel finds any term or provision of these Terms to be invalid, illegal or otherwise unenforceable, such term or provision will not affect the other terms or provisions of these Terms. Such term or provision will be deemed modified to the extent necessary, in the court's or panel's opinion, to render such term or provision enforceable while preserving to the fullest extent permissible, the intent and agreements of the parties. Upon such modification, the rights and obligations of the parties will be construed and enforced in accordance with such modification.
    4. All questions arising under or in connection with the Agreement and these Terms will be exclusively governed and determined by the laws of Germany, without giving effect to its conflict of law rules and principles. To the extent it may be applicable, the parties expressly agree to exclude the application of the U.N. Convention on Contracts for the International Sale of Goods (1980) to the Agreement and these Terms.
    5. The sole place of jurisdiction for all differences arising out of or in connection with the Agreement is Berlin, Germany.
    6. Notwithstanding Section 15.5, Tapglue will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any competent jurisdiction.