Terms of Use

§ 1 General Provisions, Scope of Application

(1) Studio Up Berlin UG (hereinafter "ClearUp") develops and distributes the application ClearUp App as a Software-as-a-Service application (hereinafter "Software") by means of which customers can use financial tools, AI support, and educational offerings for self-employed individuals, entrepreneurs, and founders. The Software operated by ClearUp corresponds to the current state of the art. The analysis and processing results achieved thereby are always based on the data provided by the customer or other authorized users. ClearUp explicitly points out that in the analysis and processing of potentially ambiguous content, multiple correct results may arise at any time. The review and adaptation of results to one's own needs and wishes is always the sole responsibility of the customer or respective user.

(2) The following General Terms and Conditions (hereinafter "GTC") apply to all business relationships of ClearUp concerning the Software with its customers in commercial transactions, as well as customers who are legal entities under public law or special funds under public law. In particular, these GTC apply to all contracts that a customer concludes for the use of the Software as a Service produced by ClearUp.

(3) These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the customer shall only become part of the contract if and insofar as ClearUp has expressly agreed to their validity.

(4) The platform contains data and information of all kinds that are protected by trademark and/or copyright law in favor of ClearUp or, in individual cases, in favor of third parties. It is therefore not permitted to download, reproduce, and/or distribute the platform in whole or in part. In particular, technically necessary reproduction for the purpose of browsing is permitted, insofar as this action does not serve any economic purpose, as well as permanent reproduction for personal use.

(5) These GTC do not apply to consumers.

§ 2 Subject Matter of the Contract, Conclusion of Contract

(1) The subject matter of the contract is the

1. provision of ClearUp’s Software for use via the Internet and
2. allocation of storage space on ClearUp’s servers

to the extent individually agreed upon (hereinafter "Individual Order").

(2) ClearUp is permitted to involve subcontractors in the allocation of storage space. The use of subcontractors does not release ClearUp from its sole obligation to the customer for complete contract fulfillment.

(3) Furthermore, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR (Annex 1).

§ 3 Software Provision

(1) ClearUp shall make the Software available to the customer in its current version via an app for the duration of the contract. For this purpose, ClearUp sets up the Software on a server that is accessible to the customer via the Internet.

(2) The current scope of functions of the Software is determined by the current software documentation. The customer may select both free and paid offerings within the Software.

(3) ClearUp shall remedy all software defects without undue delay to the extent technically possible. A defect exists if the Software does not fulfill the functions specified in the service description, delivers incorrect results, or otherwise does not function properly, such that the use of the Software is impossible or restricted.

(4) ClearUp continuously develops the Software further and will improve it through ongoing updates and upgrades.

§ 4 Rights of Use to the Software

(1) ClearUp grants the customer the non-exclusive and non-transferable right to use the contractually agreed Software for its intended purpose during the contractually agreed duration within the framework of the Software Services in accordance with the contractual agreements and in compliance with applicable laws. In particular, the customer may not itself and shall not permit third parties to use the Software itself or other data, information, or services provided by ClearUp for the following purposes, unless ClearUp has expressly approved this in writing:

1. for any other processing of personal data with the products provided by ClearUp, unless this has been contractually agreed;
2. in connection with or for the operation of critical infrastructure such as power plants, military or defense facilities, medical devices, or other equipment whose failure or impairment would result in unforeseeable economic or physical damage, including but not limited to critical infrastructure within the meaning of European Directive 2008/114/EC;
3. for any illegal activities, including the development of applications that violate the rights of third parties or other applicable laws or regulations;
4. for sending spam or any other unsolicited advertising;
5. for the transmission of data to ClearUp that may not be transmitted to ClearUp or processed by ClearUp due to data protection laws, contractual or statutory confidentiality obligations, export restrictions, or other legal provisions or third-party rights.

(2) The customer may only modify the Software to the extent covered by the intended use of the Software according to the current service description.

(3) The customer may only reproduce the Software to the extent covered by the intended use of the Software according to the current service description. Necessary reproduction includes loading the Software into the working memory on ClearUp's server, but not the even temporary installation or storage of the Software on data carriers (such as hard drives or similar) of the hardware used by the customer.

(4) Unless otherwise agreed, the customer is not entitled to make the Software available to third parties for a fee. Sub-licensing of the Software is therefore expressly not permitted to the customer.

§ 5 Artificial Intelligence (AI) Integrated in the Software

(1) ClearUp provides the customer with various AI applications from third-party providers for use within the Software. If separate terms of use apply to the use of these applications, ClearUp will inform the customer of their applicability.

(2) In the event of using the AI applications, the customer undertakes to comply with the guidelines for use established by the third-party provider. This applies in particular with regard to compliance with the GDPR concerning the prohibition of entering personal data. Use is only permitted within the legal framework and in accordance with these terms. In particular, it is prohibited to generate, transmit, or process content via the AI function that

1. violates applicable law or the rights of third parties,
2. is discriminatory, offensive, defamatory, glorifying violence, pornographic, or otherwise impermissible,
3. is used to spread misinformation or malware,
4. or circumvents the security and integrity functions of the application.

(3) ClearUp makes no representations or warranties regarding the accuracy of the results generated by the AI application (hereinafter "Output"). AI and machine learning are rapidly evolving fields of research. Continuous efforts are being made to improve the services to make them more accurate, reliable, secure, and useful. Due to the probabilistic nature of machine learning, the use of the services may in some situations lead to Output that does not correctly reflect real persons, places, or facts. Therefore, the customer agrees to the following:

1. The Output may not always be correct. Customers should not rely on the Output of the services as the sole source of truth or factual information or as a substitute for professional advice.
2. Output must always be evaluated and verified by the customer for accuracy and appropriateness for the respective use case before use or dissemination.

§ 6 Allocation of Storage Space

(1) ClearUp provides the customer with a defined storage space on a server for storing their data. The customer may store content on this server up to the contractually agreed extent. If the storage space should no longer be sufficient for storing the data, ClearUp will notify the customer thereof. The customer may order additional contingents subject to availability at ClearUp.

(2) ClearUp shall ensure that the stored data is accessible via the Internet.

(3) The customer is not entitled to make this storage space available to a third party, in whole or in part, for a fee.

(4) The customer undertakes not to store any content on the storage space whose provision, publication, or use violates applicable law or agreements with third parties.

(5) ClearUp is obligated to take appropriate precautions against data loss and to prevent unauthorized access by third parties to the customer's data. For this purpose, ClearUp will perform daily backups and ensure that the customer's data is secured in accordance with the state of the art. ClearUp will retain the customer's most recent backup. If the customer wishes to have backups retained over a specific period, this must be agreed upon in the individual order with ClearUp.

(6) The customer remains the sole owner of the data in all cases and may therefore request the return of individual or all data at any time.

(7) Upon termination of the individual contract, ClearUp will make all data available to the customer for download upon request and to the extent technically possible. The remaining data will be deleted by ClearUp after termination of the contract, unless mandatory statutory retention periods prevent deletion. If the parties reach a deviating agreement in this regard, the customer is obligated to compensate ClearUp for the resulting additional work effort in accordance with ClearUp's current hourly rates.

(8) ClearUp has neither a right of retention nor a statutory landlord's lien (§ 562 BGB) with respect to the customer's data.

§ 7 Support

(1) The scope of support is determined by the respective individual order.

(2) ClearUp will answer the customer's inquiries regarding the use of the contractual Software and the other Software Services within the times agreed in the Individual Order, after receipt of the respective question, by telephone or in text form.

§ 8 Interruption/Impairment of Accessibility

(1) Adjustments, changes, and additions to the contractual Software Services as well as measures that serve to identify and remedy malfunctions will only lead to a temporary interruption or impairment of accessibility if this is absolutely necessary for technical reasons.

(2) Unless otherwise agreed, the following applies: The monitoring of the basic functions of the Software Services takes place daily. Maintenance of the Software Services is generally ensured from Monday to Friday 09:00 – 17:00 (CET), excluding public holidays at ClearUp's location. In the case of severe errors – the use of the Software Services is no longer possible or seriously restricted – maintenance will be carried out within 24 hours of becoming aware or being informed by the customer. ClearUp will immediately notify the customer of the maintenance work and carry it out in the shortest possible time in accordance with technical conditions. If the error cannot be resolved within 3 business days, ClearUp will notify the customer thereof within 4 business days by email, stating the reasons and the estimated time required for the error resolution.

(3) The availability of the services agreed in the individual order is 98.5% on an annual average including maintenance work; however, availability shall not be impaired or interrupted for more than two consecutive calendar days.

§ 9 Force Majeure

Neither contracting party is obligated to fulfill its contractual obligations in the event and for the duration of force majeure. In particular, the following circumstances are to be regarded as force majeure in this sense:

1. fire/explosion/flooding not attributable to the contracting party,
2. war, mutiny, blockade, embargo, pandemic,
3. industrial action lasting more than 6 weeks and not caused by the fault of the contracting party,
4. technical problems of the Internet beyond the control of a contracting party; this does not apply if and insofar as the provider also offers the telecommunications service.

Each contracting party shall notify the other in writing without undue delay of the occurrence of an event of force majeure.

§ 10 Obligations of the Customer

(1) The customer undertakes not to store any unlawful content on the provided storage space that violates laws, official requirements, or the rights of third parties.

(2) The customer is obligated to prevent unauthorized access by third parties to the protected areas of the Software by taking appropriate precautions. For this purpose, the customer will, where necessary, instruct their employees to comply with copyright law.

(3) Without prejudice to ClearUp's obligation to back up data, the customer is responsible for entering and maintaining their data and information required for the use of the Software Services.

(4) The customer is obligated to check their data and information for viruses or other harmful components before entering them and to use virus protection programs that correspond to the state of the art for this purpose.

(5) The customer will be provided with a "User ID" and a password by ClearUp for initial access to the Software Services. They are obligated to change these login credentials upon first login. Furthermore, the customer is obligated to keep the "User ID" and password confidential and not to make them accessible to third parties.

(6) The content stored by the customer on the storage space designated for them may be protected by copyright and data protection law. The customer hereby grants ClearUp the right to make the content stored on the server accessible to the customer upon their requests via the Internet, and in particular to reproduce and transmit it for this purpose, as well as to reproduce it for the purpose of data backup.

§ 11 Remuneration

(1) The customer undertakes to pay ClearUp the monthly fee agreed in the individual order plus statutory VAT for the provision of the Software and the allocation of storage space.

(2) With regard to payment, reference is otherwise made to the provisions of the Individual Order.

§ 12 Warranty/Liability

(1) ClearUp guarantees the functional and operational readiness of the Software Services in accordance with the provisions of the contract.

(2) In the event that ClearUp's services are used by unauthorized third parties using the customer's access data, the customer is liable for the resulting charges within the scope of civil liability until receipt of the customer's request to change the access data or the report of loss or theft, insofar as the customer is at fault or negligent regarding the unauthorized third party's access.

(3) ClearUp is entitled to immediately block the storage space if there is a reasonable suspicion that the stored data is unlawful and/or infringes the rights of third parties. A reasonable suspicion of unlawfulness and/or infringement exists in particular if courts, authorities, and/or other third parties inform ClearUp thereof. ClearUp shall notify the customer of the blocking and the reason therefor without undue delay. The blocking shall be lifted as soon as the suspicion is dispelled.

(4) Claims for damages against ClearUp are excluded regardless of the legal basis, unless ClearUp, its legal representatives, or vicarious agents have acted intentionally or with gross negligence. For slight negligence, ClearUp is only liable if one of the essential contractual obligations has been breached by ClearUp, its legal representatives, or senior employees or vicarious agents. ClearUp is only liable for foreseeable damages that are typically expected to occur. Essential contractual obligations (Kardinalpflichten) are those obligations that form the basis of the contract, that were decisive for the conclusion of the contract, and on whose fulfillment the customer may rely.

(5) ClearUp shall not be liable for the loss of data insofar as the damage is due to the customer's failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort.

(6) ClearUp is liable without limitation for damages resulting from injury to life, body, or health caused intentionally or through any degree of negligence by ClearUp, its legal representatives, or vicarious agents.

§ 13 Term and Termination

(1) Unless otherwise agreed in the Individual Order, the contract is concluded for a term of one (1) month (hereinafter "Contract Month"), beginning on the date specified in the individual order. The contractual relationship may be terminated by either party at any time with 24 hours' notice to the end of a Contract Month. If the contract is not terminated in due time, the term shall be extended by one additional month in each case.

(2) The right of each contracting party to terminate the contract without notice for good cause remains unaffected. ClearUp is entitled to terminate without notice in particular if the customer fails to make due payments despite a reminder and the setting of a grace period, or if the customer violates the contractual provisions regarding the use of the Software Services. Termination without notice requires in all cases that the other party be given a formal written notice of default (Abmahnung) and requested to remedy the alleged cause for termination without notice within a reasonable period.

§ 14 Data Protection/Confidentiality

(1) The customer is responsible for obtaining the consent declarations required under the provisions of the Federal Data Protection Act from their customers and contractual partners.

(2) ClearUp undertakes to maintain the strictest confidentiality regarding all confidential matters, in particular business or trade secrets of the customer, that come to its knowledge in the course of the preparation, execution, and fulfillment of this contract, and neither to disclose them nor to exploit them in any other way. This applies to any unauthorized third parties, i.e., also to unauthorized employees of both ClearUp and the customer, insofar as the disclosure of information is not necessary for the proper fulfillment of ClearUp's contractual obligations. In cases of doubt, ClearUp will obtain the customer's consent before such disclosure.

(3) ClearUp undertakes to agree upon a provision identical in content to the above paragraph 2 with all employees and subcontractors engaged by it in connection with the preparation, execution, and fulfillment of this contract.

(4) The customer is solely responsible for the data entered into the respective AI applications, in particular with regard to compliance with all legal provisions.

§ 15 Applicable Law, Jurisdiction

(1) This contract shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for disputes arising from this contract is the registered office of ClearUp.

§ 16 Miscellaneous

(1) No oral side agreements have been made. Amendments, supplements, and additions to this contract shall only be valid if agreed upon in writing between the contracting parties. This also applies to the amendment of this contractual provision.

(2) Should any provision of these GTC be or become invalid, this shall not affect the validity of the contract as a whole. The invalid provision shall be deemed replaced by a valid provision that most closely approximates the economic purpose of the invalid provision. The same applies in the event of a gap in the contract.

(3) Annexes referred to in these GTC are an integral part of the contract.