Terms of Service


  1. Introduction

 

1.1

Cuthalion GmbH (HRB 222366 B), a limited liability company incorporated and existing under the laws of Germany, having its principal place of business at Rudi-Dutschke-Str. 23, 10969 Berlin, Germany  (hereinafter “LinksUp”, “we”, “our”, “us”) offers on the website https://linksup.io (hereinafter “LinksUp”, “we”, “our”, “us”) an internet platform which enables registered users (hereinafter referred to as "seller", “You”, “user”) to quickly and easily sell digital content and services over the internet, using our software and other services.

 

1.2

The following general terms and conditions (hereinafter referred to as "Agreement") shall apply to all contracts of use (hereinafter referred to as "contracts") which are concluded between LinksUp and You via the LinksUp platform. Agreement regulates Your use of any products and services provided by LinksUp (hereinafter: the "Service").

 

1.3

Deviating general terms and conditions of the client shall not apply to agreements unless the LinksUp expressly agrees to their application in writing.

 

1.4

By using the Service in any way, You acknowledge, represent and warrant that You have reviewed and accepted this Agreement and, if You have indicated that You act on behalf of an entity, You are authorized to act on behalf of such entity.

 

1.5

If You do not wish to be bound by this Agreement, do not use, access or register with the Service.

 

  1. Service

 

2.1 As a service provider in the sense of § 2 No. Telemediengesetz (TMG) we offer the internet platform LinksUp, on which sellers can offer digital content and services of all kinds (hereinafter "offers"), provided that their offers, the acquisition or a publication does not violate legal provisions and / or our terms and conditions and terms of use.

 

2.2 The Cuthalion GmbH, as operator of LinksUp, is not liable for the business connections established via LinksUp and the claims arising therefrom.

 

2.3 As a service provider, LinksUp may advertise the posted sales offers of the sellers and make them available to buyers and third parties so that they can advertise the offers on other websites, social media applications, software applications and other channels.

 

2.4 

Website

Seller may use the Service to build her own website (the "Website") subject to the terms and conditions of this Agreement and any policies of LinksUp as in force from time to time as posted on the website of the Service at https://linksup.io. Unless agreed to the contrary, the Service will be hosted by LinksUp and may have its own dedicated Internet domain name (agreed separately with seller and provided by the seller).

 

LinksUp only provides the Service for the purpose of enabling the seller to build the Website. LinksUp does not operate the Website in any way and does not assume any responsibility or liability for any business, transactions and activities carried out in the Website. The seller is responsible for determining the theme, contents, focus and business idea of the Website. The Website may not be used for business, transactions and activities that are illegal. Furthermore, the seller agrees not to use the Service in any other way that harms or may harm the reputation of LinksUp, or which may endanger the provision of the Service to other parties. Such activities include, but are not limited to, any unauthorized load testing, security testing or any other use of the Service that causes an unreasonable load on the resources used by LinksUp to provide the Service.

 

The seller is solely responsible for providing the required terms of use, terms of sale, other terms as well as legally mandated documents (including without limitation privacy policies) applicable to the use of the Website by the end-users of the Website (together the "Website Terms"). The seller shall ensure that the Website Terms are available to the end-users of the Website at all times and that such end-users have accepted and shall comply with the Website Terms. The seller may determine the actual terms and conditions of the Website Terms, but the seller is solely responsible for ensuring that such terms and conditions comply with all applicable laws, rules and regulations and the terms and conditions of this Agreement at all times.

 

The seller is solely responsible and liable for the Website and any business, transactions and activities carried out on the Website. The seller is solely responsible for any content created for or posted on the Website and understands that LinksUp does not control such content. Without limiting the foregoing, the seller is solely responsible for operating the Website in accordance with all applicable laws, rules and regulations and the terms and conditions of this Agreement. LinksUp reserves the right to remove any and all content from the Website or temporarily suspend the Website when such removal or suspension is necessary to remove content that is not compliant with the terms and conditions of this Agreement from the Website.

 

The seller is solely responsible for ensuring that the personal data relating to the end-users of the Website is collected and processed in accordance with all applicable laws. All processing of personal data by LinksUp on the seller's behalf shall be subject to the Data Processing Agreement between the seller and LinksUp which Data Processing Agreement is incorporated by reference to this Agreement here.

 

2.5 

Creation of offers by the seller

By creating and posting an offer in LinksUp, the seller makes a binding offer to conclude a contract for the sale of digital goods or services.

 

The seller is responsible for ensuring that the offers she posts do not violate legal regulations and the rights of third parties.

 

In particular, the seller is responsible for ensuring that the offers posted by her, their description, advertising and distribution do not violate copyrights and ancillary copyrights, industrial property rights, such as trademarks, patents, utility models and design patents, as well as other rights, such as rights to a name and personal rights or morality.

 

The offers for sale and the photographs used may only refer to the offers offered. A reference and links to other offers is inadmissible. In particular, it is inadmissible to post items that are not available and to initiate and receive payments for purchases that have not been made.

 

Commercial sellers are obliged to provide the legally required mandatory information in their sales offers. In particular, the required consumer protection information is to be identified, such as instructions on the statutory right of withdrawal, price information in accordance with the Price Indication Regulation (eg information on VAT), legally required provider identification. The seller is furthermore responsible for incorrect information (e.g. pricing, product descriptions, sizes and quantities).

 

2.6  

Order processing by the seller

The seller is exclusively responsible for its terms of sale. The obligations for the execution of the contract (transfer of ownership of the purchased goods and services to the buyer, proper and timely shipment) are also the exclusive responsibility of the seller.

 

The seller is exclusively responsible for the reversal of the contract in case the buyer revokes, disputes or otherwise withdraws from the contract. LinksUp is not obliged to accept returns from a buyer.

 

A complete verification or control of the data deposited by the buyer for the execution of the purchase contract is not possible by LinksUp, because a verification of the data deposited for a purchase by the buyer is only possible to a limited or restricted extent. Despite multiple security precautions on the part of LinksUp, it cannot be ruled out that false or illegally obtained contact data can be deposited by a buyer during a purchase.

 

2.7 

Payment processing 

The seller may use a third-party payment account to receive payments. LinksUp specifies on its website and software which third-party payment providers can be used with LinksUp. LinksUp beholds to reject any third-party payment provider suggested by the seller. The selection of available payment options varies depending on the country in which the seller is located. By creating an account with a third-party payment provider, the seller agrees to a contract with the third-party payment provider. In that case terms and conditions of the third-party payment provider apply.

 

The seller shall, where applicable, inform the buyer of the applicable terms of use of the service of the third-party payment provider prior to the conclusion of the contract.

 

We reserve the right to delay, suspend or reject a transaction initiated by a buyer, or to block the LinksUp account, if our internal controls suspect that a transaction or account is being used in an unauthorized, fraudulent or otherwise unusual manner.

 

  1. Fees and payment terms

 

3.1

For each sales transaction carried out via LinksUp, LinksUp receives a sales commission. The respective amount of the sales commission is based on the currently valid pricing.

 

In addition, monthly usage fees may apply. The amount of the monthly fee for the use of the software depends on the price range for the selected version of the software, which in turn depends on the desired feature set (Free, Professional). The customer has the choice between monthly and annual billing. All payments are due in advance with the invoice.

 

In the case of monthly billing, the billing period begins on the day of the conclusion of a contract for the paid use of the software via the account and ends after the expiry of a month.Payments for contracts for the paid use of the software with monthly billing are made by credit card monthly in advance. The credit card will be charged on the day it is due.When payment is made by credit card, LinksUp reserves the right to verify the validity of the card, to check the withdrawal limit for debit, as well as the address information. LinksUp is entitled to reject the entered credit card as a means of payment if there is an important reason for doing so.In case of monthly billing, an invoice from LinksUp will be made available to the customer in electronic form in his profile for retrieval and/or sent by e-mail.

 

In the case of annual billing, the billing period begins on the day the account is activated and ends after one year.

In this case, the invoice amount results from the 12-fold monthly payment for the ordered software, minus the discount noted on the LinksUp website in case of annual prepayment. LinksUp initially activates the customer access for one year in accordance with the performance period agreed with the customer and stated on the invoice.

Payments for contracts for the paid use of the software with annual billing are made by credit card annually in advance. The credit card will be charged on the due date.

If payment is made by credit card, LinksUp reserves the right to check the validity of the card, the debit limit, as well as the address details. LinksUp is entitled to reject the entered credit card as a means of payment if there is an important reason for doing so. In the case of annual billing, an invoice from LinksUp will be made available to the customer in electronic form in his profile for retrieval and/or sent by e-mail.

 

If, in the case of annual billing, the price category of the version increases due to a change in the scope of features (Free, Professional) during the billing period, LinksUp will additionally bill the difference between the advance payment already made or the amount already billed and the amount based on the changed price until the end of the annual term (billing to the day). If, in the case of annual billing, the price category of the version is reduced due to a change in the scope of features (Free, Professional) during the billing period, the Customer shall not be entitled to a (pro rata) refund of the prepayment already made.

 

In case of default of the customer, if no payment has been made even after expiry of a deadline of one calendar week after the due date, LinksUp is entitled to immediately block the customer's access to the software. LinksUp will inform the customer in advance of this blocking by setting a further deadline of one calendar week. In this case, the customer remains obliged to continue to pay the agreed remuneration plus any default interest. Any damages caused to the customer by the blocking for this reason cannot be claimed against LinksUp. Furthermore, LinksUp has no right to block access to the software.

 

3.2

Additional fees apply for the usage of a third-party payment provider, their respective transaction and commission conditions apply.

 

3.3

The prices indicated at the time of the order are valid, as they are displayed on the website of LinksUp. The prices there are net prices in Euro and do not include the statutory value added tax at the current statutory rate, if applicable.

 

3.4

LinksUp allows its users from certain countries to start selling before connecting to a third-party payment provider. As buyers pay for seller’s offers the seller will build up credit which will appear on their LinksUp account. LinksUp limits the amount of the credit a seller can accumulate based on the seller’s country. The seller can cash out their credit at any time using the admin dashboard of the third-party payment provider after creating an account or connecting an existing one with the third-party payment provider. If the seller does not finish the onboarding process with the third-party payment provider, including the validation and identity verification, LinksUp will not be able to pay out the accumulated credit. The seller understands and agrees that the cash out of the accumulated balance as described in 3.4 will only be possible if the seller has successfully created a verified account with the third-party payment provider offered on the LinksUp platform.

 

3.5

Refund of the third-party payment provider fees associated with the cancellation of seller’s offers by the buyer, must be clarified with the third-party payment provider by the seller. The seller is solely responsible for the refund of these fees and understands that LinksUp does not control such a process and cannot refund these fees. Such third party services shall be solely subject to their applicable third party terms and conditions.

 

  1. Conclusion of the contract between the seller and LinksUp

 

4.1 

To use LinksUp, the seller must first create a LinksUp user account (hereinafter “account”). The registration to LinksUp is free of charge.

 

4.2

The seller chooses a unique seller name and URL during registration. The seller name must not violate the rights of third parties or other name or trademark rights or morality and must not be misleading. The seller is obliged to keep the password entered during registration secret and not to pass it on to third parties. The seller shall take appropriate and reasonable measures to prevent third parties from obtaining knowledge of his password.

 

4.3

Only natural persons of full age and unrestricted legal capacity or legal entities, partnerships or non-profit organizations may register. 

 

When connecting to a third-party payment provider, the seller must provide the required information as required by the third-party payment provider to finish the onboarding. Furthermore, the seller must provide LinksUp her required business data, such as company name, billing address and VAT number and other information that may be required in the context of the contractual relationship or are required by law or are required by the third-party payment provider. Legally, a seller is considered to be a commercial seller if he/she pursues a commercial or independent professional activity as an entrepreneur according to § 14 BGB (German Civil Code). This is the case if a seller offers goods and/or services against payment on a planned and permanent basis. If a seller acts as a consumer in accordance with § 13 BGB, which is the case if his sales activity can be attributed predominantly neither to his commercial nor his independent professional activity, the seller must indicate this truthfully during registration. Should it be determined on the basis of the sales activities of a seller that a commercial activity exists, LinksUp will request the seller to mark her seller account as a commercial seller account within a certain period of time.

 

In general, each seller may only have one LinksUp user account.

 

4.4

The offer provided on LinksUp to use the Service does not constitute a binding offer by LinksUp. By confirming the creation of the account, the client first submits a binding offer to conclude a contract for the free use of the software. LinksUp can accept this offer by setting up and granting access to the account or by sending a message to the e-mail address provided with the access data for the set up account.

 

  1. Service Levels

 

5.1

LinksUp will use its reasonable commercial efforts to keep the Service available 24/7 with an uptime percentage as high as possible.

 

5.2

When calculating the monthly availability, any downtime of the Service shall not be taken into account if it is caused by any of the following:

 

  • Factors outside of LinksUp’s reasonable control, including any force majeure events; any reason attributable to any third party used in provision or in connection to providing the service, e.g. payment gateways, hosting providers, name server provider etc.; 
  • any actions or inactions by the seller, any party acting on seller’s behalf, or any other third party;
  • planned maintenance.

 

This Section 5 sets out the entire liability of LinksUp and the seller's sole remedy for any downtime of the Service. For the avoidance of doubt, LinksUp assumes no liability as regards any downtime of any Service offerings that are made available to the seller free of charge.

 

  1. The seller's cooperation services

 

6.1

The following cooperation services are the main service obligations of the seller and are not to be classified solely as secondary obligations or duties.

 

6.2

The seller is obliged to ensure the technical requirements herself.

 

6.3

The connection to the Internet in sufficient bandwidth and latency is the responsibility of the user.

 

  1. Intellectual Property Rights

 

7.1

Any and all intellectual property rights to the Service remain the sole and exclusive property of LinksUp or third parties. LinksUp grants the seller a non-exclusive, simple, non-transferable right to use the booked software, which is limited to the duration of the contract.

 

The seller may choose to use third party services (such as payment services) offered to the seller in connection with the Service. Such third party services shall be solely subject to their applicable third party terms and conditions.



7.2

The seller undertakes to use the software exclusively in accordance with this agreement and not to make it available for use by third parties.

 

7.3

Any and all intellectual property rights to any material the seller has provided to the Website shall remain seller’s sole and exclusive property. The seller grants LinksUp a perpetual, irrevocable, royalty-free, non-exclusive, sublicensable and transferable license to use, copy, reproduce, modify, make available and distribute such material for the purpose of making available the Service.

 

Any and all intellectual property rights to any material provided by end-users of the Website shall remain the property of such end-users or third parties. The seller undertakes to ensure, in the Website Terms, that such end-users grant (and have the right to grant) to the seller a perpetual, irrevocable, royalty-free, non-exclusive, sublicensable and transferable license to use, copy, reproduce, modify, make available and distribute such material so that the seller may grant a similar license to LinksUp for the purposes of making available the Service. The seller hereby agrees to grant such licenses to LinksUp as the seller acquires such rights herself from the end-users or from other third parties.

 

The seller may, at any time during the term of this Agreement, request that LinksUp provides her with a copy of the material provided by her or by the end-users of the Website. Such material shall be provided by making it available to the seller in a reasonable manner separately agreed by the seller and LinksUp. LinksUp shall have the right to invoice the seller any reasonable expenses incurred by LinksUp as a result of making the material available to her.

 

  1. Start of contract and termination

 

8.1

LinksUp reserves the right to block and/or extraordinarily terminate a user account, with immediate effect, if the user violates legal regulations, these terms of use or violates the rights of LinksUp or third parties.

 

8.2

The seller is entitled to terminate the LinksUp user contract at any time. As soon as there are no more open transactions or open payments, the seller account will be closed. The seller's account will be blocked when the cancellation becomes effective.

 

8.3

LinksUp may terminate the user contract with a seller with a notice period of 14 days.

 

Sellers whose user contract has been blocked or terminated are prohibited from using or opening other user accounts.

 

The blocking or termination of a user account has no effect on contracts already concluded via LinksUp and the resulting contractual obligations.

 

8.4

The right of both contracting parties to terminate the contract for good cause remains unaffected.

 

  1. Indemnification

 

The seller indemnifies LinksUp, its affiliates, subsidiaries, directors, officers and employees (collectively "Indemnified Person(s)") from all claims that buyers or other third parties assert against Indemnified Person(s) due to infringement of their rights by the sales items or other content posted by the seller on LinksUp or by breach of the terms and conditions of this Agreement. The seller shall bear the costs of the necessary legal defense of LinksUp in the statutory amount. This does not apply if the seller is not responsible for the infringement. In the event of a claim by a third party, the seller is obligated to immediately and completely provide LinksUp with all information that is necessary for an examination of the claims.

 

  1. Limitation of liability

 

10.1

We endeavor to enable the continuous availability of our platform for the sellers, but cannot guarantee the continuous availability or error-free functioning of our platform. In particular, in the event of necessary maintenance work, security or capacity concerns as well as events beyond our control, downtimes may occur that are not foreseeable. We will always endeavor to keep downtimes as short as possible in such cases. The seller shall not be entitled to any claims for compensation due to downtimes.

 

10.2

By sending an automated receipt to a buyer after the purchase, LinksUp in no way assumes responsibility for the invoicing of the offers provided by the seller, but acts exclusively in a supporting capacity. Furthermore, the seller as the taxpayer is solely responsible for sending invoices to buyers that correspond to seller’s local tax requirements. (the seller herself is responsible for correct invoicing). Therefore, LinksUp shall not be liable for the correctness of the invoices issued by the seller.

 

10.3

LinksUp shall not be liable for damages incurred by the seller due to the improper use of the LinksUp platform or the provision of incorrect data, data input, data transmission or data processing.

 

10.4

LinksUp shall be liable without limitation for intent and gross negligence. In case of breaches of essential contractual obligations caused by LinksUp or its legal representatives or vicarious agents within the scope of this contract due to slight negligence, the liability of the provider towards the user shall be limited to the amount of the foreseeable damage typical for the contract but maximum the equivalent of a total collected annual platform fee. Otherwise, liability is excluded.

 

10.5

The aforementioned limitations and exclusions of liability do not affect the seller's claims from product liability. Furthermore, the limitations of liability do not apply to physical injury or damage to health of buyers attributable to the provider.

 

10.6

The European Commission provides a platform for online dispute resolution (OS), which you can find at https://ec.europa.eu/consumers/odr/. We are willing to participate in an out-of-court conciliation procedure.

 

  1. Data protection and confidentiality

 

11.1

LinksUp collects and uses the personal data of the client only within the framework of the respective applicable legal provisions. The contractual partners shall conclude an agreement for this purpose to the extent required by the respectively applicable provisions.

 

11.2

Neither of the contracting parties is entitled to transmit confidential information of the other contracting party to third parties without express consent (at least in text form). This applies to buyers with contracts for both free and chargeable use. All information, whether fixed in writing or transmitted orally, which (i) by its nature is considered confidential or secret or (ii) which the contractual partner to whom the information is transmitted must already recognize as confidential or secret due to the external circumstances of the transmission. Confidential information includes in particular product descriptions and specifications as well as prices. Both contractual partners undertake to use confidential information only for contractually agreed purposes. Both contractual partners shall take at least the same precautionary measures as they take with regard to their own confidential information. Such precautionary measures must at least be appropriate to prevent disclosure to unauthorized third parties. In addition, both contractual partners are obliged to prevent the unauthorised disclosure or use of confidential information by their buyers, employees, subcontractors or legal representatives. The contracting parties shall inform each other in writing in the event of misuse of confidential information. Excepted from the above obligation is such information which (i) was already known to the other contracting party before transmission and without an existing non-disclosure agreement, (ii) is transmitted by a third party not subject to a comparable non-disclosure agreement, (iii) is otherwise publicly known, (iv) was developed independently and without use of the Confidential Information, (v) is released for publication in writing or (vi) must be transmitted due to a court or governmental order, provided that the contracting party affected by the transmission is informed in time to be able to initiate legal protection measures. The obligation of confidentiality shall also apply beyond the duration of the contract until twelve months after the effective termination of the contract.

 

  1. Reservations of changes

 

12.1

LinksUp may change the terms and conditions of this Agreement at any time by posting the changed information and documents at https://linksup.io and by using its reasonable efforts to inform the seller of the change via email, at https://linksup.io or otherwise. 

 

Should the seller not wish to continue the use of the Service under the amended Agreement, she can terminate this Agreement to end on the date on which the changes would take effect by informing LinksUp of the termination before such date. The seller's consent to the amendment of the Agreement shall be deemed to have been given if the seller does not object to the amendment in text form (e.g. letter, fax, e-mail) within a period of two weeks, beginning on the day following the announcement of the amendment.  

 

Any other modifications to this Agreement must be made in writing executed by both Parties.

 

12.2

The Service is based on LinksUp's software platform and will evolve as the platform gets updated. LinksUp shall have the right to change the Service or any part thereof at any time. LinksUp shall use reasonable efforts to inform the seller in advance of any material changes that may affect seller’s use of the Service in an adverse way. If the seller does not wish to use the changed Service, the seller may terminate this Agreement in accordance with Section 8.

 

12.3

Furthermore, LinksUp reserves the right to modify the software or to offer deviating functionalities (i) as far as this is necessary to establish the conformity of the services offered by LinksUp with the law applicable to these services, in particular if the legal situation changes; (ii) as far as LinksUp thereby complies with a court or authority decision addressed to LinksUp; (iii) as far as this is necessary to eliminate security gaps of the software; or (iv) as far as this is predominantly advantageous for the seller.

 

12.4

LinksUp is entitled to adjust the prices for the chargeable fees in an appropriate amount to compensate for personnel and other cost increases. LinksUp shall notify the seller in text form of these price adjustments and the date of the effectiveness of the price adjustment. The price adjustments shall not apply to the periods for which the seller has already made payments. If the price increase amounts to more than 5% of the previous price, the seller may object to this price increase with a period of two weeks from notification. A change in the price resulting from a change in the scope of features or the number of projects to be managed shall not be deemed a price adjustment within the meaning of this Section 12.4.

 

12.5

Changes to these general terms and conditions must be made in text form. This also applies to the cancellation of the text form itself.

 

  1. Final provisions

 

13.1

You may not assign this Agreement or any of Your rights and obligations hereunder to any third Party. LinksUp may assign this Agreement and any of its rights and obligations under this Agreement to its affiliate or a third party at any time without notice.

 

13.2

Independent Contractors:

Nothing in this Agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between LinksUp and You. LinksUp is not acting as Your representative or agent with respect to the Service. The relationship between LinksUp and You is one of independent contractors.

 

For the avoidance of any doubt, You may not make any commitments on behalf of LinksUp.

 

13.3

Reference

LinksUp may use general information (such as the name and/or logo) related to You and the Website in its marketing of the Service pursuant to good business practices. You may present Yourself in the Website and in public as a user of the Service pursuant to good business practises and reasonable guidelines submitted by LinksUp from time to time.

 

13.4

If individual provisions of the Agreement have not become part of the contract in whole or in part or are ineffective, the remainder of the contract shall remain effective. If the provisions have not become part of the contract or are ineffective, the content of the contract shall be governed by the statutory provisions.

 

13.5

The contractual relationship existing between the contracting parties shall be governed exclusively by the law of the Federal Republic of Germany, expressly excluding the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between LinksUp and the seller shall be the place of business of LinksUp, as far as legally permissible.

 

13.6

For the conclusion of the contract, the languages in which these Agreements are available on the website of LinksUp are available to the client. For users from the DACH region - Germany, Austria, Switzerland - the German version valid at the time of conclusion of the contract shall be decisive for the conclusion of the contract.

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