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TERMS OF USE

Version 1.1 | April 21st 2022

General Terms and Conditions TRONITY


1. Scope
 

1.1 These General Terms and Conditions (hereinafter also referred to as "GTC") apply to the business relationship between TRONITY GmbH, Julius-Hatry-Straße 1, 68163 Mannheim (hereinafter referred to as "we" or "us”) and consumers or businesses ("user" or "you") with regards to the provision of the services accessible under the URL www.tronity.io, which are offered on and via the Cloud Software resp. SaaS (Software as a Service) TRONITY (hereinafter referred to as "TRONITY"). For the purposes of these GTC, (i) a consumer is any natural person who enters into the contract for a purpose that can be assigned neither to his or her commercial nor to his or her independent professional activity (Section 13 of the German Civil Code) and (ii) an "entrepreneur" is a natural or legal person or a partnership with legal capacity who, when entering into the contract, acts in the context of his or her commercial or independent professional activity (Section 14 (1) of the German Civil Code).


1.2 Unless expressly agreed otherwise, the GTC shall apply in the version valid at the time of entering into the contract or in the version last notified to the user.


1.3 In the context of continuing obligations, we reserve the right to amend these GTC at any time with effect also within the existing contractual relationships. We are entitled to amend the GTC if (i) the amendment is only advantageous for the user or (ii) if the amendment does not have any significant impact on the user or (iii) insofar as we are obliged to bring the GTC into compliance with applicable law or to comply with a court ruling or an official decision directed against us. We will provide notice of such changes at least six (6) weeks prior to the effective date of the changed terms. If the user does not object within these six (6) weeks after receipt of the notification, the changes shall be deemed agreed between the parties as of the date on which the notified changes take effect. In all other cases than those listed under (i) to (iii) above, the user has the right to terminate the contract for cause with a notice period of thirty (30) days in writing before the effective date of the notified changes. We will inform the user of the special termination right and the legal effects of silence with the respective change notification.
 

1.4 User is the person named as such during registration. This can be the user himself or a third party, e.g. an employee of the user's company.
 

1.5 Deviating or conflicting general terms and conditions of the users do not become part of the contract, unless we expressly agrees to their validity. Individual agreements made with the user in individual cases (including side agreements, supplements and amendments) shall in all cases take precedence over these GTC. The content of such agreements shall be governed by a written contract or written confirmation from us. Text form (Section 126 of the German Civil Code) is not sufficient in this respect.


2. Object of performance and conclusion of contract
 

2.1 Via TRONITY we offer the possibility to store, evaluate and analyze the vehicle data provided by you. Linked to this, further services may be provided by us, the scope of which is set out in the respective contract.
 

2.2 The presentation of TRONITY on our website (www.tronity.io) does not constitute a binding offer by us for use of TRONITY by you. Rather, you are given the opportunity to submit an offer to enter into a contract for the use of TRONITY by booking a subscription.
 

2.3 Registration is required to use TRONITY.
 

2.4 You submit the offer to use TRONITY exclusively in the online ordering process (registration). You are obliged to provide the information requested by us in the registration process completely and correctly. Incomplete or false information entitles us to refuse or withdraw the right to use TRONITY.
 

2.5 After complete registration, you will receive a confirmation from us immediately, if necessary after verification of the information provided by him/her, to the e-mail address provided by him/her. Registration creates a user account. This is used to store the user's basic data and to manage one or more vehicles. This does not initially incur any costs.
 

2.6 It is possible to connect the user account to a vehicle. Once this process has been completed, a one-time free trial period for this vehicle begins automatically. This ends automatically after a set period of time (see here), usually 14 days. The period can be extended by entering a referral code (through a friend or promotion). The trial period does not have to be cancelled. The system generates a notification by e-mail and message on the user interface before expiry.
 

2.7 After the end of the trial period for the respective vehicle, it is automatically archived and the data can still be viewed or exported; however, no further data is collected. After or during the trial period, a paid subscription can be booked to continue using TRONITY. If the user books a paid subscription after the trial period, the archiving must be reversed; if a paid subscription is booked during the trial period, it starts automatically after the trial period has expired.
 

2.8 You must ensure that the connection to your vehicle is active. In TRONITY, the connection can be started and paused accordingly. In addition, the login data can be updated by re-entering your vehicle access data, e.g. if they have changed.
 

2.9 It is possible to archive a vehicle. This interrupts the connection, all data collected so far can still be viewed; e.g. if the vehicle is no longer in your ownership or the subscription is to be paused. In the latter case, it is possible to continue use by re- entering the vehicle access data, provided that an active subscription exists.
 
2.10 It is possible to delete a vehicle. This also terminates the current subscription and deletes all data relating to this vehicle; e.g. if the vehicle is no longer in your ownership or the functions of TRONITY are no longer required.

 

3. Access to TRONITY


3.1 We provide you with password-protected access, the so-called user account, to TRONITY. The access data consists of the e-mail adress chosen by you during registration and an individual user password. It is recommended that you immediately change the initial user password provided to him/her with the confirmation. If there are several registered users, you will receive separate access data to the respective user accounts for each user.


3.2 For access, we provide the TRONITY Web App, accessed via a web browser. In addition, the TRONITY Mobile App is available through the stores of certain providers (e.g. Apple App Store, Google Play Store). You acknowledge that there are certain terms and conditions that must be accepted by registering with these manufacturers' app stores. These terms and conditions apply in addition to these GTC between you and the respective provider. We have no control over these terms and conditions and we are not responsible for the availability of or access to the relevant app stores. The TRONITY Mobile App is for TRONITY use only and does not have any other features that can be used without a subscription to TRONITY.
 

3.3 The right of access is limited to the user named to us by you. A user can only ever be logged on to TRONITY with his access data once at the same time. The scope of permissible use is governed by clause 8 ("Rights of Use") of this agreement.
 

3.4 The User ensures us that the access data is kept secret. Furthermore, he shall ensure that all users registered by him also comply with this obligation and undertakes to inform us immediately if there is any suspicion of misuse of the access data.
 

3.5 The use of TRONITY by you and the required control of the compliance with the usage limits requires that the cookies sent by our system to your terminal equipment are accepted without modification and are not deleted during an ongoing session. You will act accordingly and we will obligate you accordingly.
 

3.6 We reserve the right to deny access to TRONITY if there are indications that the end devices used by the user or the manner of use endanger the functionality and security of TRONITY. Access can also be denied if we are unable to check that the user is only using TRONITY within the scope of the rights granted to him here. This is especially the case if the User uses TRONITY without accepting cookies (section 3.4) or by using anonymization software. If circumstances become known to us that the use of TRONITY by the user violates the rights of third parties, we may deny access or block the access already granted. Any further claims of us remain unaffected.
 

4. Information for consumers


4.1 You, the user, who is a consumer, is entitled to the following right of withdrawal.


Withdrawal Policy

Right of Withdrawal
 

You have the right to withdraw from this contract within fourteen days without giving reasons.


The withdrawal period is fourteen days from the date of conclusion of the contract. In order to exercise your right of withdrawal, you must inform us, TRONITY GmbH, Julius-Hatry-Straße 1, 68163 Mannheim, E-Mail: widerruf@tronity.io by means of a clear statement (e.g. a letter or e-mail sent by post) of your decision to withdraw from this contract. You can use the attached model withdrawal form for this purpose, but this is not mandatory.


In order to comply with the withdrawal period, it is sufficient to send the notification of the exercise of the right of withdrawal before the end of the revocation period (Section 355 (1) sentence 5 of the German Civil Code).
 

Consequences of Withdrawal
 

If you withdraw from this contract, we shall reimburse you for all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a different type of delivery from the cheapest standard delivery offered by us), immediately and at the latest within fourteen days of the day on which we receive notification of your withdrawal from this contract. For this refund, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this refund.


4.2 You, the user, who is a consumer, can use the following model withdrawal form for his withdrawal.
 

Modal Withdrawal Form
 

(If you want to withdraw the contract, please fill out this form and send it back to us.)


- To TRONITY GmbH, Julius-Hatry-Straße 1, 68163 Mannheim, E- Mail: widerruf@tronity.io
- I/we* hereby revoke the contract concluded by me/us* for the provision of the following service:
- Ordered on*/received on *:
- Name of the consumer(s):
- Address of the consumer(s):
- Signature of the consumer(s): - Date:
* Delete as applicable.


4.3 As an online provider, we are obliged to inform consumers about the European Commission's online dispute resolution platform. Further information is available at the following link: https://ec.europa.eu/consumers/odr. However, we do not take part in any dispute resolution proceedings before a consumer arbitration board.
 

5. Required hardware and software

5.1 The user himself is responsible for creating and maintaining the technical prequirements necessary for the collection of vehicle data or the use TRONITY. In particular, you must ensure that his vehicle is connected to the Internet and that the access data for the vehicle are valid.


5.2 We are committed to keep TRONITY up to date at all times in order to provide you with the best possible user experience. For this reason, TRONITY is constantly being further developed technically. It is your responsibility to adapt your end devices and software to this technical development. If such a further development of TRONITY leads to a not only insignificant impairment for you, you are entitled to terminate the contract without notice within six weeks after the further development goes live (special right of termination).
 

5.3 When using the TRONITY access, you are obliged to always use up-to-date software to defend against computer viruses and other malware.
 

6. Scope of services and availability
 

6.1 The scope of services and their limitations are set out in the product description, which can be accessed here. This is a description of the nature of the product, which is not associated with a guarantee or assurance of characteristics; the same applies to descriptions in our advertising material and similar documents.
 

6.2 The service is limited to the connected vehicle and the registered user(s). In the event of a vehicle change or removal due to loss, sale or similar, one of the following measures must be carried out: The vehicle must either be archived in TRONITY or deleted, thereby removing the connection for data retrieval.
 

6.3 We are only responsible for the scope of services mentioned under 6.1. In particular, we are not responsible for the collection, storage or availability of the data on the server or application of the vehicle manufacturer. Furthermore, the user is responsible for compliance with the conditions agreed with the respective vehicle manufacturer. This applies in particular with regard to the vehicle access data provided by the User for connection and the use and processing of the collected data of the respective vehicle on TRONITY.
 

6.4 We aim to achieve an availability of TRONITY of not less than 98% per month. This availability does not include periods of non-availability due to maintenance work that is appropriate in terms of its duration, planned and announced in advance. Also not covered are periods of non-availability due to mandatory unscheduled maintenance work, unless this is based on an intentional or grossly negligent breach of duty by us or on a breach of cardinal obligations. Not included are also times of unavailability due to internet disruptions that cannot be influenced by us, failures on the side of the vehicle manufacturer or due to other circumstances for which we are not responsible, in particular due to force majeure.
 

6.5 We are committed to keep the content of TRONITY always up to date. However, completeness and accuracy of content cannot be guaranteed.
 

7. Payment

7.1 The remuneration to be paid by you to us for the use of TRONITY follows from the selected price model.
 

7.2 All prices understand themselves - if not expressly differently indicated - inclusive of the legal value added tax.
 

7.3 All invoice amounts are due for payment immediately without deduction. The payment can be made via the payment methods offered on the website via the payment provider Stripe.
 

7.4 In the case of extensions of services, we are entitled to increase the remuneration in accordance with the extension, unless the extension of services would only be insignificant. The user will be informed about the price increase. In the event of an increase, the User is entitled to terminate the contract without notice within six weeks of receipt of the information (special termination right); this does not apply if the user continues to use or has continued to use TRONITY after receipt of the information.
 

8. Usage rights
 

8.1 Upon conclusion of the contract, the user acquires, subject to the condition of payment of the remuneration owed and due, for himself and, if applicable, for other users to the extent of his registration, the simple (non-exclusive) right to use TRONITY in accordance with the contract, limited to the term of the contract, limited in content to use for his own purposes, non-transferable and non-sublicensable. The right of use permits read access to TRONITY, furthermore research on TRONITY, individual downloading of content (download), individual saving and individual printing of research results. Retrieval, evaluation, download, storage, printing or forwarding in a systematic or automated form as well as the systematic creation of collections from the retrieved contents or hit lists from TRONITY, in particular for the commercial communication of this information, are not permitted.


8.2 Any use beyond the scope of Section 8.1 is not permitted and requires the prior written consent of us. We are entitled to take technical measures to ensure that the use does not exceed his rights as set out in clause 8.1. In the event of misuse of TRONITY by you, we are entitled to block access, without prejudice to further claims. Misuse shall be deemed to exist in particular in the event that the user uses automated search programs on TRONITY. Further rights of us, such as the right to extraordinary termination and claims for damages, remain unaffected.
 

8.3 Rights of the user under Sections §§ 53, 55a, 87c and 87e UrhG remain unaffected.
 

9. Data Protection
 

The provisions on data protection in connection with the use of TRONITY result from the respective current data protection declaration, available here www.tronity.io/privacy.


10. Warranty and liability

10.1 In the event that TRONITY has technical defects, we shall rectify these within a reasonable period of time. We are only responsible for the possibility of retrieving contents of TRONITY from the Internet, but not for the data transfer to the user or the display on the user's end device or the availability of the data from the vehicle manufacturer.
 

10.2 We are exclusively liable according to the following clauses 10.3 to 10.5, and any further liability is excluded.
 

10.3 We are liable without limitation for damages due to injury to life, body or health as well as for damages based on intent or gross negligence of us or a legal representative or vicarious agent, as well as for damages covered by a guarantee or warranted characteristic provided by us and for fraudulently concealed defects.
 

10.4 We are liable for damages resulting from a negligent violation of essential contractual obligations by us or our legal representatives or vicarious agents; however, liability is limited to the replacement of the contract-typical foreseeable damage for such damages.
 

10.5 The liability according to the product liability act remains unaffected.
 

11. Start, duration and termination of the contract
 

11.1 The term of the contract begins with the acceptance of the contract by us (see number 2 above).
 

11.2 The minimum contract period depends on the selected price model.
 

11.3. With the monthly license (subscription with monthly term) the contract can be terminated at any time.
 

11.4. For the annual license (subscription with yearly term), the contract can be terminated after 12 months at the earliest. The contract term is extended by a further twelve months in each case if the contract is not terminated by either of the contracting parties in writing or electronically (e.g. via the Stripe payment service) with a period of notice of six weeks to the end of the contract term.
 

11.5 The right of each contracting party to extraordinary termination for good cause remains unaffected. Good cause for us shall be deemed to exist in particular if the user or one of the users registered by the user culpably breaches a material contractual obligation, in particular the obligations under Clause 8, or if the user is at least thirty days in arrears with the payment of the remuneration in whole or in substantial partial amounts despite a reminder and the setting of a grace period. We are entitled to extraordinary termination as soon as the vehicle is sold, deregistered or otherwise no longer used by the user or the user changes.
 

11.6. Good Cause also exists for us if the manufacturer of the vehicle connected to TRONITY by the user changes in such a way that the vehicle data can no longer be collected, processed or displayed on TRONITY on the basis of the currently used technical procedure.

 

12. Final provisions
 

12.1 Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions.
 

12.2 Place of performance is the registered office of the TRONITY UG. For disputes with merchants, legal entities under public law or a special fund under public law, the exclusive place of jurisdiction is also the registered office of the TRONITY UG.
 

12.3 The substantive law of the Federal Republic of Germany shall apply to the exclusion of the referral rules, even if access to TRONITY is from outside the territory of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply, even as part of German law.

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