Wonder Technologies GmbH
1. Scope of Application and General Provisions
- Deviations from these ToU shall only be considered agreed if they have expressly been confirmed in writing by Wonder. In particular, the mere omission of an objection by Wonder against any general terms and conditions of the Customer shall not cause such terms and conditions to be considered agreed. This shall also apply if Wonder performs Services unconditionally upon knowledge of opposing terms and conditions of the Customer or terms and conditions diverging from these ToU.
2. Conclusion of Contract
- Users can also use a limited version of the Services without going through the registration process pursuant to Sec. 2.1 by simply accessing the Software via browser or stand-alone application.
3. Scope of Services
- The Software is a cross-platform application for running online meetings (the “Contract Purpose”).
- Wonder may offer free or trial plans (each a “Free Plan”) and paid plans (each a “Paid Plan”) for the subscription to the Service. The individually agreed scope of Service of the Contract between the Customer and Wonder shall be based on the respective Free Plan or Paid Plan as described on the Pricing Page and selected by the Customer (such selected plan the "Plan"). The Service owed by Wonder according to the contractually agreed scope of Service shall hereinafter be referred to as "Contractual Services"; the term "Software" shall only include those parts of the Software which are covered by the contractually agreed scope of services.
- Wonder reserves the right to remove certain features from the Free Plans at its own discretion.
- Upon completion of the signup process, the Customer may define a the number of concurrent users that are allowed to join the space (referred to as a “User Limit”). On a Free Plan, any number of users can join the space free of charge. On a Paid Plan, the User Limit chosen by the Customer defines the total cost of the plan as per the Pricing Page.
- The Customer may upgrade from a Free Plan to a Paid Plan, or switch to a more comprehensive Paid Plan at any time; in this case, from the time of the switch the details concerning the scope of services, remuneration, etc. of the new Plan stated on the Pricing Page shall apply. A switch to a cheaper Plan is only permissible with the consent of Wonder or if the notice period specified in these ToU or on the Pricing Page is observed.
- The Customer may at any time decrease or increase the User Limit. Decreasing or increasing the User Limit does not affect the term or terminability of the Customer’s Plan. In case of increase, the cost for each increase is subject to the provisions of the applicable Pricing Page and is calculated on a pro-rated basis under consideration of the billing period of the Customer’s Plan. In case of decrease, the compensation owed by the Customer under his Plan proportionately decreases with effect as of the next billing period of his Plan.
- Wonder reserves the right to remove certain features from the Software at its own discretion. The scope of the Services for the Customer shall be determined by Wonder at its own discretion. The Customer has no claim to the retention of certain functions or the specific design of the Services.
- Wonder intends to use state-of-the-art technology and shall be entitled to regularly carry out or introduce updates, new versions or upgrades of the Software in order to adapt the Software to new technical or commercial requirements, to implement new features, or to make changes to existing features in order to improve the Software.
5. Use of the Software by Customer
- 5.1 - The Software is used by means of telecommunications via the browser or a stand-alone application. The Customer may only use the access to the Software for himself and for the Contract Purpose. The Customer undertakes to take appropriate security precautions to ensure his access to the Software is not used by unauthorised persons. Such security precautions include in particular the use of a secure password.
- 5.2 - The Customer may only enter data, texts, pictures and other content into the Software
- 5.2.1 - that comply with applicable law;
- 5.2.2 - that do not infringe third party rights; and
- 5.2.3 - to the entering of which the Customer is legally entitled without any restrictions.
- The Customer agrees that Wonder may process the media content created through the use of the Software by the Customer for the purposes of this Contract, in particular store such content and make it available for retrieval. Wonder is entitled to delete content uploaded by the Customer if reasonable grounds exist for Wonder to assume that the content was not entered into the Software in compliance with the provisions of these ToU.
- 5.3 - Content included in the Software may only be used for the purposes of this Contract.
- 5.4 - The Customer agrees not to upload, transmit, support, incite, promote or otherwise make available any content that is or could reasonably be viewed as unlawful, racist, hostile, violent, discriminatory (including relating to race, religion, sex, sexual orientation, age, disability, ancestry or national origin), harmful, harassing, defamatory, vulgar, obscene or otherwise objectionable or which contains software viruses or any other computer code, files or programs designed to interrupt, monitor destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
- The Customer indemnifies and holds Wonder harmless from all claims by third parties (in particular from claims arising out of breach of copyright, competition, trademark or data protection law) that are asserted against Wonder in connection with the Customer’s use of the Software insofar as such claims do not result from wilful or negligent behaviour of Wonder or its legal representatives or agents (gesetzliche Vertreter oder Erfüllungsgehilfen). This indemnification obligation comprises the reimbursement for appropriate costs that Wonder incurred in the course of asserting or defending its legal rights in this context.
7. Compensation and Terms of Payment
- The compensation for the use of the Software by the Customer and the respective terms of payment shall be based on the Pricing Page available at www.wonder.me/pricing. The Contract is governed by the current version of the Pricing Page at the time the Contract is concluded or the switch to a more comprehensive Paid Plan or the upgrade from a Free Plan to a Paid Plan is performed (in the applicable version the "Pricing Page").
- All fees and prices indicated by Wonder are net prices without VAT. The payment period depends on the Paid Plan chosen by the Customer and as set out on the Pricing Page. If the Pricing Page does not contain any provisions on the payment period, the compensation is to be paid monthly in advance upon receipt of the respective invoice issued by Wonder. Invoices are sent by Wonder or Wonder’s official re-sellers to the Customer via email.
- The available payment options are detailed on the Pricing Page. If the Pricing Page does not contain any provisions on the payment options, payments can be made via credit card.
- Wonder works with the following third-party companies who act as official Wonder re-sellers: Paddle.com Market Limited (Judd House, 18-29 Mora Street, London, EC1V 8BT, United Kingdom), Paddle Payments Limited (Limerick House, Limerick Lane, Newbridge, Kildare, Ireland), Paddle.com Inc (3811 Ditmars Blvd, 1071, Astoria, NY 11105-1803).
- The no-fault based liability pursuant to Section 536a (1) German Civil Code for defects in the Software existing at the time of contracting shall be excluded.
- Wonder is liable for damages if arising from (i) willful misconduct or gross negligence of Wonder or its legal representatives or agents (gesetzliche Vertreter oder Erfüllungsgehilfen), (ii) negligent violation of a material contractual duty (Kardinalpflichten) by Wonder or its legal representatives or agents, however, limited to typical damages which are foreseeable at the time of the conclusion of the Contract or (iii) negligence of Wonder or its legal representatives or agents in a way causing injury to life, body or health, or (iv) any compulsory statutory liability of Wonder or its legal representatives or agents. Material contractual duties (Kardinalpflichten) are duties the fulfilment of which is a prerequisite for proper execution of the Contract or the breach of which endangers attainment of the Contract Purpose and the observance of which the Customer must regularly rely on.
- Any contributory negligence (Mitverschulden) on the part of the Customer shall be taken into account. In particular, Wonder shall only be liable for the recovery of data if the Customer has taken all necessary and reasonable data backup precautions and ensured that the data can be recovered at reasonable cost from data material kept in machine-readable form.
- This liability arrangement is conclusive. It shall apply with respect to all damage compensation claims, irrespective of their legal ground, particularly also with respect to pre-contractual claims or collateral contractual claims. This liability arrangement shall also apply in favor of legal representatives and agents of Wonder if claims are asserted directly against them.
- The Customer is obliged to immediately notify any damage pursuant to the above liability provisions to Wonder in text form or to have such damage documented by Wonder, so that Wonder is informed as early as possible and can possibly still mitigate the damage together with the Customer.
9. Limitation of Claims
- Claims of the Customer become time-barred, except in the event of intention or gross negligence, within one year from beginning of the limitation period. This shall not apply if the damage in question incurred by the Customer consists in personal injury. Claims for personal injury become statute-barred within the statutory limitation period.
- Any rescission of contract or reduction of payments shall be invalid if the claim to performance or subsequent performance of the Customer has become time-barred.
10. Copyright and License
- The Software is protected by copyright. Wonder is the holder of the intellectual and commercial property rights with regard to the Software.
- The Customer shall have the non-transferrable, non-exclusive right, temporally restricted to the term of the Contract, to use the Services via the Internet for the Contract Purpose. The Customer shall not obtain any rights beyond this. In particular, the Customer is not entitled to make the Software accessible to third parties or to use it in any other way outside the Contract Purpose. In particular, the Customer has to refrain from copying, decompiling, reverse engineering or editing the Software beyond the Contract Purpose.
- The Customer agrees that Wonder may freely use, exploit and further develop any feedback provided by the Customer.
12. Term and Termination
- The term of the Contract and terminability shall be governed by the provisions of the Pricing Page on the Plan chosen by the Customer.
- If the Pricing Page does not contain any information on the term or terminability of a Paid Plan, such Plan shall run for one month and may be terminated by either party with effect as of the end of the month. If the Paid Plan is not terminated, it is automatically renewed for one further month; for such renewed period, the provisions of the Pricing Page applicable to the Customer before renewal continue to apply.
- Wonder advises the Customer that they themselves are responsible for the timely backup of their data before termination of the Contract. For technical reasons, Wonder cannot generally guarantee that the Customer will be able to access their data files after termination of the Contract.
- The Parties’ statutory right to extraordinary termination remains unaffected. An important reason is present for the other contracting party in particular if:
- one of the Parties seriously breaches its obligations under the Contract and the other Party can no longer reasonably be expected to abide by the Contract;
- the Customer is more than two (2) months in arrears with the payment of due fees or other remuneration, even after the expiry of a reasonable period set by Wonder to remedy the situation;
- insolvency proceedings are applied for, instituted or dismissed in respect of all or part of the assets of a Party;
- one of the Parties has a reason for insolvency within the meaning of Sections 17-19 Insolvency Statute (Insolvenzordnung, “InsO”); or
- the financial circumstances of a Party deteriorate to such an extent that proper performance of the Contract can no longer be expected, even if there is no reason for insolvency within the meaning of Sections 17-19 InsO.
- Each termination must be made by declaration in text form.
- The Parties undertake to maintain temporally unlimited secrecy regarding all information and documents of the Parties labelled as confidential or to be considered confidential based on the circumstances.
- The following applies to such Customers that are entrepreneurs: The Customer consents for Wonder to disclose the collaboration between Wonder and the Customer for marketing purposes and in this connection also use the organization logo of the Customer. The Customer may revoke this consent pursuant to this Section 12.2 at any time by declaration in text form (e.g. via e-mail to email@example.com).
14. Data Protection
- Wonder treats the Customer's personal data in accordance with data protection standards and specifications.
- Wonder only acts as data processor within the meaning of Art. 28 GDPR vis-à-vis such Users that feed personal data (personenbezogene Daten) of their customers into the Software. The User is obliged to notify Wonder beforehand of its intent to feed personal data of their customers into the Software; in this case, the Parties are obliged to conclude a separate data processing agreement.
- Within the applicable law (in particular, but not limited to, antitrust/competition law), Wonder is entitled to use data fed into the Software by the Customer in anonymised or aggregated form. Wonder shall be entitled to do so in particular in order to improve existing functions of the Software or to provide new functions of the Software.
15. Final Provisions
- If the Customer qualifies as businesses (Unternehmer) pursuant to Section 14 German Civil Code: Should individual provisions of the Contract of use or other contractual documents be or become invalid or unenforceable in whole or in part or should they not contain a necessary provision, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision or to fill the loophole, the legally admissible provision shall be deemed to have been agreed retroactively which corresponds as closely as possible to what the Parties would have wished or would have been agreed in spirit and purpose by the Parties if they had considered the invalidity or unenforceability of the provision in question or the loophole.
- If these ToU refer to a written form or notification, the sending of an e-mail shall also suffice respectively.
- The Contract and the other contract documents are subject to the law of the Federal Republic of Germany to the exclusion of the German conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods. Statutory provisions on the restriction of choice of law and the applicability of mandatory law in particular of the place where a Customer which legally qualifies as consumer (Verbraucher) pursuant to Section 13 German Civil Code has its habitual residence (gewöhnlicher Aufenthalt) remain unaffected.
- If the Customer qualifies as merchant (Kaufmann), legal entity under public law (juristische Person des öffentlichen Rechts) or separate fund under public law (öffentlich-rechtliches Sondervermögen), for all disputes arising from or in connection with the Contract or the ToU, including their validity, the District Court of Berlin (Landgericht Berlin) shall have exclusive jurisdiction to the extent permitted by law.
Last updated: 24.05.2022