General Terms and Conditions (GTC)

1. Definitions

Compelling (as defined below) offers sales intelligence tools and services for B2B companies. In these General Terms and Conditions ("GTC"):

a) "Agreement" means the Order, these GTC, the Data Processing Agreement (if applicable) and all and any specification agreed upon (e.g., selected Plan) between Compelling and Contracting Company and their respective User(s).

b) "Contracting Company" means the party to whom Compelling is to provide its products or services pursuant to the Order. If a Contracting Company includes more than one legal or natural person, the obligations imposed upon each shall be joint and several.

c) "Compelling" means seekwhens GmbH (in the following also referred to as ("we", "our", or "us").

d) "Order" means any registration (either paid subscription or free trial), signed quote, order confirmation or sign-up through a web interface indicating the products and services ordered, to be ordered or currently used by Contracting Company and respective User(s).

e) "Queries" means queries, searches, API-calls or any specific configuration Users employ within our Services in order to get Results. "Result" means any data, information, or other output provided by the Services as an outcome to a Query.

f) "Services" means the Compelling web software, platform, products and any services which Compelling provides to Contracting Companies and Users, through its websites, portals, interfaces (APIs), integrations and further internet based services.

g) "Sources" may include but are not limited to company websites, news portals, online media and public databases, such as commercial registers, blogs, forums, consumer portals or social networks.

h) "User" means the natural person(s) who are using the Services after (i) either registering themselves as well as a Contracting Company, or (ii) being invited on behalf of or by a Contracting Company.

2. Scope of Application and Definitions

2.1 These GTC apply to all Services which Compelling provides to Contracting Companies and Users ("you"). By purchasing, using or otherwise accessing any of the Services, you agree to be bound by the Agreement.

2.2 These GTC take effect the earlier of (a) the use or access of the Services, or (b) the execution of an Order and supersede all prior communications between you and Compelling, unless expressly agreed otherwise in writing (text form sufficient).

2.3 The Services are offered for professional purposes only, i.e. for natural or legal persons who or which, when entering into a legal transaction, act in exercise of a business. You confirm that the use of the Services is intended for commercial or professional purposes only.

2.4 Compelling does not accept any other terms (e.g., additional and ancillary provisions such as guarantee commitments, procurement terms or assurances) with regard to the provision of the Services, unless agreed in writing (text form sufficient) by an authorized Compelling representative.

3. Content & Use of Services

3.1 Compelling provides its Services to Contracting Companies and Users in accordance with the Agreement. The Services will be provided as they exist and may be updated and amended throughout the Term (as defined below in section 8).

3.2 Compelling Services can be used without sharing personal data with us. However, if you (a) are implementing Compelling technologies in your systems or website by means of which you share personal data with us, or (b) share personal data with us in order to be processed on your behalf, the data processing agreement (accessible in the Privacy Center, "Data Processing Agreement")) accompanies these GTC and sets forth additional terms of our Agreement that apply solely to personal data processed on your behalf as part of providing the Services to you.

3.3 With regard to any other Services, Compelling processes personal data for its own purposes and not on behalf of you. Therefore, Compelling does not enter into a data processing agreement with regard to all other processing activities not subject to Sec. 3.2 and performed as part of our Services. Additional information can be found in Compelling's privacy notice.

3.4 In the event Compelling offers specialized or third party Services to you, the provision of such Services may be dependent on your consent to additional terms and conditions prior to the activation of such Services.

3.5 You acknowledge and understand that the content and scope of Services and Results, including the selection of Sources, are subject to change and are expected to change over time. To improve the swiftness and efficiency of certain Services, Compelling may expand, modify, or supplement its offering at any time and in Compelling's sole discretion.

3.6 You acknowledge that all Results are compiled through automated systems at a large scale. Compelling is not responsible for the completeness, relevance or correctness of the Results and does not have any influence on or control over the Results which are served from Sources.

3.7 As Compelling processes and delivers Results automatically without manual checks, you acknowledge that the Results may contain incorrect, harmful, illegal, offensive, or otherwise inappropriate or unsuitable texts, images, or works. Such content shall not be considered a defect of the Services.

3.8 To the extent Compelling adds additional information to data provided by you as part of the Service, you acknowledge and agree that Compelling is not responsible for ensuring that the Results are fit for your intended purpose or use. It is your own responsibility to ensure the accuracy and suitability of the respective Results provided to you.

3.9 Compelling is entitled, in each case, to reject specific Queries or the display of certain Results if Compelling cannot reasonably execute or display these for technical and/or legal reasons.

4. License

4.1 Compelling grants to the Contracting Company a non-exclusive, non-transferable license to use the Services in accordance with Agreement, determining, in particular, the type of use, the number of Users, and the scope of access granted to Users.

4.2 With the exception of the following, the Contracting Company is not entitled to lease, resell, or otherwise transfer the Services or Results to third parties:

a) Use of the Services may only take place within the Contracting Company's organization. Use for or within any other enterprises (including affiliated companies) and/or publishing of Results is only permitted with prior consent of Compelling in text form.

b) Transmission of Results or granting access to the Services to external service providers (agencies, call centers, etc.) is only permitted for uses where these providers directly support the Contracting Company for its own purpose and their use is restricted by means of time, access and region to the Contracting Company's project.

4.3 Contracting Company shall be entitled to assign any User that is a natural person or employed by or working for the Contracting Company a named user license ("Seat") up to the number indicated in the Order. For the avoidance of doubt, Compelling is not required to provide its Services to unlicensed Users, i.e., if the number of Users exceeds the number of available Seats.

4.4 Compelling provides all Users with an online working environment, which Users may a) access directly by entering their login and password or b) use indirectly via a software interface permitting authorized access.

4.5 Contracting Company acknowledges and agrees that Compelling offers different service packages ("Plans"), composed of different data sets, products, features and actions ("Actions") that can be performed within such Plans by Users.

4.6 Actions include (but are not limited to) the download/export of data, revealing of information, syncing data to an external system or sending API calls.

4.7 Depending on the Agreement and number of Results affected, Contracting Company acknowledges that certain Actions a) might be performed with or without cost or b) will consume credits ("Credits"). In case of any additional charge, Compelling will inform the Contracting Company accordingly.

4.8 As per its Order the Contracting Company will be entitled to a certain number of Credits to be used by its Users during the Term. If all Credits have been used, certain Actions might not be available anymore until the renewal of the Term. Unused Credits will expire at the end of each Term.

4.9 Overuse of Credits or Seats above the limits of the Order can result in additional charges. Compelling will inform the Contracting Company about such overuse and additional charges accordingly.

4.10 The Contracting Company will choose a restrictive set of configurations and inform you accordingly so that it will be able to avoid unintended Credit consumption or charges.

4.11 Contracting Company acknowledges and agrees that Compelling may upon renewal adjust the applicable Plan to reflect overuse (according to Section 4.9) which has occurred during the Term or can be reasonably expected during the upcoming Term. Compelling will inform you about such adjustments accordingly.

4.12 Compelling provides the Services on all calendar days and ensures that the Services have an availability of 99% in the annual average. The operating time shall exclude periods in which maintenance activities take place, provided that such maintenance has been announced at least 24 hours prior to commencement. Operational disruptions beyond Compelling's control (e.g., disruptions caused by force majeure or unrelated third-parties) are excluded from the operating times. Exclusions from operating times in accordance with Section 4.12 shall not be treated as the Services being unavailable.

5. User Obligations

5.1 Users are responsible for the confidentiality of their authentication credentials, such as logins, passwords, tokens, or API keys and shall not pass these on to third parties. They are responsible for misuse of such credentials resulting from a failure to comply with these obligations.

5.2 Contracting Companies and Users shall exercise due care during their use. This means, in particular that:

a) Users shall not exploit any potential programming errors to the detriment of Compelling and shall immediately report errors, bugs and any shortcomings relevant for IT security to Compelling when Users become aware of such occurrences.

b) Users shall not unduly interfere with the Services or Compelling's infrastructure.

c) Users must not use Services for illegal purposes.

d) Users shall ensure not to spread viruses, worms, or other malicious code via the Services.

e) Users shall not access Services and databases of Compelling by means of automated scripts (e.g., through "screen scraping"), except if such access has been expressly provided for in the Agreement and is done via interfaces designed and/or made available for such a purpose by Compelling.

f) Users shall not mislead other Users or attempt to gain access to profile and personal data of other Users or otherwise jeopardize the privacy and security of any data stored by Compelling.

g) Users shall not permit direct or indirect access to or use of any Services in a way that circumvents a usage limit included in the Agreement.

h) Users shall not copy a Compelling Service or any part, feature, function, or user interface thereof or frame or mirror any part of any Services.

i) Users shall not access any Services or monitor the availability, performance or functionality of these Services in order to build a competitive product or service, or for any other benchmarking for competitive purposes.

5.3 If there is evidence or a serious suspicion that a User has committed a breach of Sections 5.1. or 5.2., or has attempted a breach, Compelling may, with immediate effect, exclude the User from the further use of the Services until the matter has been reasonably resolved or, if the matter cannot be reasonably resolved, suspend such User and/or the respective Contracting Company's account.

5.4 You acknowledge and understand that you are solely responsible for complying with the laws, rules and regulations applicable to your use of the Results, e.g. data protection and e-privacy regulations. Compelling is in no position to legally assess and/or influence your use of Results.

6. Rights and Ownership

6.1 You agree and acknowledge that certain Results may be subject to third-party rights and licenses (e.g., copyright or trademark protected) and that Compelling does not grant or manage such third-party rights or licenses. Copyrights, patent rights, trademark rights and all other intellectual property rights related to the provision of the Services itself shall remain with the respective owners of such rights.

6.2 If you provide data to Compelling, e.g. for the purpose of updating or enriching such data, you grant Compelling a non-exclusive right to process such data as necessary, and to perform the Services pursuant to the Agreement.

6.3 Compelling will keep any personal data and other information provided by the Contracting Company (such as User details) confidential, and will only make the data available as necessary to complete or perform Compelling's Services pursuant to the Agreement. Compelling will undertake reasonable effort to delete the received data and information upon your request.

6.4 You acknowledge and agree that aggregated and anonymized data may be used in order to improve or develop our Services.

7. Support

Compelling will provide you with assistance and support in accordance with your Order and Plan selected. Compelling's Customer Support personnel will be available from 9:00 a.m to 6:00 p.m. (Central European Time) (Monday - Friday, except for bank holidays) in order to swiftly respond to inquiries. Different support schedules may be available to you depending on your time zone and region.

8. Orders, Payment, Term and Termination

8.1 The initial duration of the Agreement with Contracting Company, as set forth in the Order, or any subsequent renewal period(s) are herein referred to as "Term".

8.2 The Contracting Company may only terminate the Agreement with effect at the end of each Term. Extraordinary termination rights and the right to termination for just cause remain unaffected. For any Agreement with a Term of one (1) year or longer, a cancellation of the renewal has to be received by Compelling at least 30 days prior to the last day of the Term. Any Agreement that has not been canceled in time will automatically renew for another Term equal to the length of the last Term.

8.3 The fees for the initial Term apply as set forth in the Order. All prices are quoted in EUR or USD (as the case may be) and exclude statutory VAT or sales tax (as applicable). With regard to any subsequent Terms, any increase of prices will be limited to a maximum of 5% per year. Compelling will inform the Contracting Company about such an increase accordingly.

8.4 The fees for every Term are due annually up front (unless otherwise stated in the Order). Compelling will issue an invoice upon the earlier of (a) receipt of payment or (b) order confirmation. Payment of any (open) amount is due within fourteen (14) days of receipt of the invoice.

8.5 If Contracting Company fails to pay in time, Compelling may, in its sole discretion, take any or all of the following actions:

• restrict or suspend User access to the Services until all past-due payments are made,
• terminate the Agreement, or
• engage a third party to collect the outstanding amounts.

8.6 Compelling shall provide Contracting Company with prior notice (email sufficient) (at least one (1) week) before a suspension or termination in accordance with lit. a) or b) above. Restriction or suspension of access to the Services shall have no effect on the Term of the Agreement nor Contracting Company's obligation to pay the respective fees.

8.7 You will provide accurate, current and complete information about the legal entity who is the contractual party when placing an Order (all information necessary to identify the legal entity, billing information, bank details and contact persons). You will inform Compelling without undue delay of any relevant changes (e.g., address, billing information and bank details or the relevant contact person).

9. Provision of Services, Assignment of Rights

9.1 Compelling is entitled to involve third parties to provide the Services pursuant to the Agreement. Compelling will ensure that such third parties comply with Compelling's obligations under this Agreement, in particular with confidentiality and privacy obligations set forth in these GTC.

9.2 Without Compelling's prior written consent (text form sufficient), subject to the provisions section 354a German Commercial Code (HGB), you may not assign, delegate or otherwise transfer the Agreement (or any rights or obligations under or in connection therewith) to any third parties.

9.3 You may only set off claims uncontested or recognized in writing by Compelling or ordered by a court of law.

9.4 You may withhold payment or retain possession only to secure claims that are uncontested or ordered by a court of law.

10. Liability and Indemnification

10.1 Compelling shall only be liable to you for damages caused intentionally or with gross negligence. This shall not apply if Compelling breaches essential obligations of the Agreement. Essential contractual obligations are those whose fulfillment makes the proper execution of the Agreement possible in the first place and on whose compliance the contractual partner regularly relies and may rely. The liability for a breach of essential obligations shall be limited for each contractual year to the remuneration owed by the Contracting Company in the respective year in which the breach has occurred, this limitation shall not apply if the damage is foreseeable and typical for the Agreement and is typically higher than the annual remuneration.

10.2 Compelling assumes no liability for lost profits, consequential or indirect damages, reductions in value of Contracting Company's brand or of its business, frustrated expenses or similar costs.

10.3 Any statutory strict liability - in particular liability under the German Product Liability Act as well as statutory warranty liability - shall remain unaffected by the above limitations of liability. The same shall apply to Compelling's liability in case of culpable injury to life, body or health.

10.4 The limitations or exclusions of liability according to Sections 10.1. to 10.3. shall also apply to the personal liability of Compelling's employees, representatives, bodies and vicarious agents.

10.5 The Contracting Company shall indemnify Compelling from any third party claims arising from an infringement of third-party rights caused by the Contracting Company (e.g., as a consequence of an infringement of Section 6). This includes the reimbursement of reasonable legal costs incurred by Compelling to defend itself against third-party claims. Compelling shall inform the respective Contracting Company of any legal claim raised against Compelling without undue delay. Compelling shall, before entering into any settlement with such a third party, consult with the Contracting Company. If Compelling decides to enter into a settlement without the Contracting Company's consent, Compelling shall bear its own costs resulting from such settlement and in connection with the dispute.

11. Final Provisions

11.1 The law governing the Agreement is the law of the Federal Republic of Germany under exclusion of the UN Sales Convention and without giving effect to any principles of conflicts of law. The courts with exclusive jurisdiction are located in Cologne, Germany.

11.2 Amendments to the Agreement (including termination notices) must be made in text form; this also applies to a waiver of this text form requirement. Verbal amendments, including ancillary agreements, are invalid.

11.3 Should any provisions of the Agreement be or become totally or partially invalid or unenforceable, or if the Agreement contains gaps, the validity or enforceability of the other provisions of the Agreement shall not be affected thereby. In place of the invalid, unenforceable or missing provisions a valid and enforceable provision which the parties to the Agreement would have agreed upon taking into account of the economic purpose of the Agreement if they had, at the conclusion of the Agreement, been aware of the invalidity, unenforceability or the absence of the relevant provisions, shall be deemed to be agreed between the parties.

12. Right to make amendments to the GTC

Compelling has the right to amend these GTC, to adapt the GTC to changes of applicable laws, or to the services Compelling offers. In this event, Compelling will inform Contracting Company of the amendment in text form reasonably in advance. The amendment is incorporated and applies unless Contracting Company objects in text form within two (2) weeks of receipt of the notification about the amendment. If the Contracting Company exercises its right of objection, the contract will continue to apply based on the GTC without the amendment. In this case, any rights of the parties to terminate the contract remain unaffected. In case of a timely objection, Compelling reserves the right to terminate the Agreement extraordinarily with a notice period of one (1) month.