These Terms and Conditions (hereinafter "GTC") for users of rundify.com ("RUNDIFY") govern the use of the services of NEOMO GmbH ("NEOMO") and all related transactions offered online via app.rundify.com as part of a Software as a Service solution. Please read these GTC carefully before using the Services, as use of the Services, opening a customer account, or ordering a subscription, whichever comes first, is deemed to be your agreement to the terms of these GTC. Your acceptance of the GTC shall be deemed as your agreement to be bound by the terms of this GTC with respect to your use of the Services. No other terms will apply unless expressly agreed to by NEOMO in a letter duly executed by an officer of NEOMO.
NEOMO may refuse subscription orders for any reason or without giving reasons. The order of a subscription is only binding for NEOMO upon payment of the subscription fee confirmed in writing by NEOMO.
Unless otherwise agreed in writing by NEOMO, these GTC and the further provisions, in particular
referenced in these GTC, as unilaterally amended from time to time by NEOMO (the "Additional Documents and Policies"), together with the provisions in NEOMO's email confirmation (the "Subscription Confirmation"), constitute the entire agreement between you and NEOMO. They supersede any prior written or oral agreements, proposals or other representations with respect to the Services. In the event of any conflict between the provisions of these GTC, the Additional Documents and Policies and the Subscription Confirmation, the following order of precedence shall apply:
If you access or use or continue to use the Services after being notified of a change to the GTC or other referenced documents, you acknowledge that you have read, understand and agree to the GTC and all such documents.
Terms not defined in the other provisions of these GTC shall have the following meanings.
Services: means the services provided by NEOMO with the RUNDIFY Software that allow Users to quickly and efficiently create questionnaires and give the creator full control over the included questions and correct answers, which can be used free of charge in the basic version with some restrictions and for a fee in the advanced versions by taking out a RUNDIFY Pro/Premium or Enterprise Subscription (as defined below) in accordance with these GTC.
User: means any natural or legal person who uses the Services either with or without establishing an account with RUNDIFY and who is bound by these GTC, the Additional Documents and Policies, and the Subscription Confirmation. For the avoidance of doubt, natural or legal persons who use the services without a paid subscription or account (e.g. as a guest by invitation) are considered users for the purposes of these GTC.
RUNDIFY Pro: means the paid services of NEOMO, which are described in detail on app.rundify.com, which description is fully incorporated by reference into these GTC.
RUNDIFY Premium: means the paid services of NEOMO which are described in detail on app.rundify.com, which description is fully incorporated by reference into these GTC.
RUNDIFY Enterprise: means the paid services of NEOMO, which are described in detail at app.rundify.com, which description is incorporated by reference in its entirety into these GTC.
Integrations: means Third Party Applications that Users may integrate with their RUNDIFY Account to take advantage of additional features of the Services. For an overview of the Integrations, which may be unilaterally changed by NEOMO for RUNDIFY from time to time, please visit the website app.rundify.com.
Account: means the account established by a User and/or by NEOMO to enable a User to use the Services. The following information or additional information as may be determined by NEOMO from time to time is required to establish such Account: first name, last name, email address and, for RUNDIFY Premium and Enterprise, mailing address and, if applicable, company.
Upgrade: means the change of a User subscription from a free subscription to a RUNDIFY Pro/Premium or RUNDIFY Enterprise service of any type, which a User may perform at any time by establishing an Account and making the appropriate change.
Downgrade: refers to the change from a RUNDIFY Premium to RUNDIFY Pro or from a RUNDIFY Pro/Premium/Enterprise subscription to a free subscription. Such downgrade will take effect only after the expiration of the agreed term of the existing subscription. It is clarified that the user acknowledges and agrees that a downgrade will not result in a refund of the subscription fees paid.
API: refers to an interface for programming applications, which is a program part provided by a software system (here: RUNDIFY Software) to other programs for connection to the system.
Unless otherwise agreed in writing by NEOMO, NEOMO grants you a limited, worldwide, personal, non-exclusive, non-sublicensable and non-transferable license to use the Services via the API or a web-based hosted service platform, solely for your internal business purposes and to the extent necessary for the use of the Services agreed between you and NEOMO.
Unless NEOMO has entered into a separate agreement with you, you agree to use the Services only in accordance with:
I. the provisions of these GTC and
II. the Guideline for the Permissible Use of RUNDIFY which may be amended by NEOMO from time to time, and.
III. all other additional documents and guidelines
IV. or in accordance with applicable laws, rules and regulations.
In order for you to use the RUNDIFY Services, NEOMO may, in its sole discretion, require that you create a user account on a website or platform designated by NEOMO, or NEOMO may, in its sole discretion, create such a user account for you. You are required to provide and keep current all information provided as part of the registration process accurately and truthfully. You are also solely responsible for the security of your password and the passwords of other users registered under your account in accordance with these GTC and the policies referenced therein, including without limitation the Guideline for the Permissible Use of RUNDIFY. It is not permissible to create accounts in an automated manner, such as through bots.
NEOMO has the sole discretion to offer the Services with limited functionality to a User free of charge ("Free Service").
NEOMO reserves the right to change the subscription fees of all RUNDIFY Pro/Premium and RUNDIFY Enterprise services. Such changes will be communicated to you in each case within a reasonable period of time by e-mail to the e-mail address that you provided to NEOMO during registration. Changes to subscription fees will not affect subscriptions that have already been paid for until the expiration of the paid subscription period. If you do not agree with the change in subscription fees, you may choose not to renew your subscription.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES PROVIDED BY NEOMO ARE PROVIDED "AS IS" AND "AS AVAILABLE". PROVIDED BY NEOMO, AND NEOMO DISCLAIMS ALL OTHER PROMISES, INDEMNITIES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND DATA ACCURACY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NEOMO DOES NOT WARRANT (a) THAT THE SERVICE OR ANY OTHER SERVICES PROVIDED BY NEOMO WILL MEET THE REQUIREMENTS OF USER OR OTHER PERSONS OR (b) THAT THE PROVIDING OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR (c) THAT THE SERVICE MAY OBTAIN ANY OBJECTIVE OR (d) THAT THE SERVICE OR ANY PART THEREOF MAY BE COMPATIBLE WITH ANY INTEGRATIONS, SOFTWARE, SYSTEMS OR OTHER SERVICES ARE COMPATIBLE OR FUNCTION WITH THEM OR THAT THEY ARE SAFE, CORRECT, COMPLETE OR FREE OF HARMFUL CODES OR (e) THAT ALL ERRORS ARE CORRECTED.
IN NO EVENT SHALL NEOMO BE LIABLE TO USER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF THE CLAIM, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, COSTS OF DELAYS, FAILURE TO DELIVER, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR RECORDS, COST INCREASES, DIMINUTION IN VALUE OR LOSS OF BUSINESS, PRODUCTION OR REVENUE, LOSS OF GOODWILL OR DAMAGE TO REPUTATION, OR COSTS OF SUBSTITUTE GOODS OR SERVICES OR LIABILITIES TO THIRD PARTIES ARISING IN CONNECTION WITH THIS AGREEMENT OR FROM ANY OTHER CAUSE OF ACTION, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEOMO SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ATTRIBUTABLE TO: (I) USER'S USE OF OR INABILITY TO USE THE SERVICES; (II) ANY CHANGES NEOMO MAKES TO THE SERVICES OR ANY PERMANENT OR TEMPORARY DISCONTINUANCE OF SERVICE PROVISION; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER'S TRANSMISSIONS OR DATA; (IV) THE DELETION, CORRUPTION OR FAILURE TO STORE CONTENT AND OTHER CONNECTION DATA RETAINED OR TRANSMITTED BY OR THROUGH THE USE OF THE SERVICES; (V) THE RECOVERY OF DATA OR BREACH OF DATA OR SYSTEM SECURITY; OR (VI) ANY OTHER MATTER RELATED TO THE SERVICES, IN EACH CASE REGARDLESS OF WHETHER NEOMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR SUCH LOSS OR DAMAGE WAS OTHERWISE FORESEEABLE. THIS LIMITATION OF NEOMO'S LIABILITY SHALL APPLY REGARDLESS OF WHETHER ANY OTHER PROVISION OF THIS AGREEMENT HAS BEEN BREACHED OR FOUND TO BE INVALID. NEOMO'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, EQUITY LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT OF ALL FEES PAID BY USER TO NEOMO UNDER THESE TERMS AND CONDITIONS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM.
User acknowledges and understands that the disclaimers and limitations of liability set forth in this section form an essential basis of the agreement entered into between the parties, that the parties relied on these disclaimers and limitations of liability in negotiating the terms of these GTC, and that the terms of these GTC would be materially different absent these disclaimers and limitations of liability.
NEOMO provides technical support on a "best effort"-basis and exclusively via e-mail. A user can send his request to the e-mail address support.rundify@neomo.com in each case. For usage outside of RUNDIFY Pro/Premium or RUNDIFY Enterprise services, NEOMO does not guarantee the availability of technical support. For users of a RUNDIFY Pro/Premium or RUNDIFY Enterprise account, the provisions of the separate Service Level Agreement apply.
NEOMO shall have the right to suspend, limit, discontinue or modify the Services (or any part thereof), or add new types of Services, permanently or temporarily, at any time for any reason or no reason. Such changes will become effective without further action by either party and will automatically be subject to these GTC. If you continue to use the Services (or any part thereof) after we have made changes, this will signify your acceptance of those changes. If the suspension, restriction, discontinuance, removal or modification of the Services resulted in a materially significant change to the agreed-upon Services, you may terminate your subscription for cause effective immediately. The definition of a material change shall be made solely by NEOMO. NEOMO shall in no event be obligated to refund the subscription fee for the remaining term in the event of such termination.
NEOMO may perform maintenance on the offered services at any time and at its sole discretion. Maintenance that requires a shutdown of the Services will be communicated to the User by email at least 72 hours prior to the shutdown. NEOMO will endeavor to keep any required shutdowns of the Services to a minimum. In no event shall NEOMO be liable to you or any third party for any damages caused by or related to such shutdown.
You hereby agree that NEOMO is entitled to engage third parties for the provision of the Services or any part thereof at any time.
You agree that NEOMO may also fund the free Services through advertising and/or other promotional efforts and may provide users with advertisements, promotions and other related correspondence or materials. The display of advertisements may be controlled by NEOMO, its affiliates and/or their respective service providers based on information generated by your use of the Services, and you hereby consent to the use of such information by NEOMO and/or its affiliates and accept the terms of the Privacy Policy, which are incorporated herein by reference and may be amended by NEOMO from time to time. NEOMO, its affiliates and/or their respective service providers may change the nature and scope of advertising and promotional activities and materials at any time. If you use the Free Services, you may not block, interfere with, or otherwise technically disable the advertisements.
You agree that NEOMO is entitled to process the inputs, interactions and uploaded data made during the User's use of the Services without limitation for the purpose of improving the Service. Processing of the input and interactions generated by your use of the Services may be performed by NEOMO, its affiliates and/or their respective service providers. You hereby consent to the use of such information by NEOMO and/or its affiliates and accept the terms of the Privacy Policy, which is incorporated by reference herein and may be amended by NEOMO from time to time. NEOMO, its affiliates and/or their respective service providers may change the nature and scope of processing inputs and interactions at any time.
You confirm and declare that you have all necessary rights, usage rights, licenses and authorizations to use the PDF files uploaded by you for processing for use on RUNDIFY. In particular, this also includes all rights required to pass on the URL of a questionnaire to other users by yourself. You indemnify NEOMO, the operator of RUNDIFY, against all claims, damages, losses or costs resulting from your use of the PDF files uploaded by you or any infringement of the rights of third parties.
NEOMO, its affiliates or their respective licensors retain exclusive ownership of all right, title and interest in and to the Services and all components thereof, including but not limited to the Software, the API and the Web-based Platform. User acknowledges that it does not own or acquire any other rights in the Services or any part thereof not expressly granted by these GTC.
Without limiting the generality of Section 4.1, you acknowledge that NEOMO's names, trademarks, logos, marks, trade names, trade secrets and/or service marks (the "NEOMO Marks") are the exclusive property of NEOMO, its affiliates or licensors and that, except as otherwise expressly provided in these GTC, users have no right to use the NEOMO Marks without NEOMO's prior written consent. Except as otherwise expressly provided in these GTC or in a separate agreement with NEOMO, you are not authorized to represent that you have any right, title or interest in or to any NEOMO Marks.
You may not (i) decompile, disassemble, reverse engineer or otherwise attempt to obtain or discover the source code from which any software component of the Services is compiled or interpreted, and you acknowledge that nothing in these GTC shall be construed to grant you any right to obtain or use any such code; (ii) develop derivative products therefrom, except with NEOMO's prior written consent; or (iii) allow any third party who is not an Authorized User to access or use the Services as a service provider; (iv) assign, sublicense, sell, resell, lease, rent or otherwise transfer or pledge as security or otherwise encumber any of your rights. You shall ensure that your use of the Services complies with all applicable laws.
If NEOMO believes that a User is in breach of the GTC or the Guideline for the Permissible Use of RUNDIFY, in particular through unauthorized, excessive or abusive use of the Services, or that a User has created a risk for NEOMO, the Integrations and/or third parties, NEOMO may unilaterally and at its sole discretion block, disable or revoke the User's access to the Services, NEOMO may unilaterally and at its sole discretion block, disable or revoke the User's access to the Services (in whole or in part) with immediate effect, or, if the damage caused by the breach is reversible (as determined by NEOMO), notify the User of the breach. If User fails to remedy the harm within fourteen (14) days from the date of NEOMO's notice (if determined by NEOMO to be reversible), NEOMO may terminate the Agreement with User and suspend User's access to the Services immediately upon expiration of the notice period. In the event of such termination by NEOMO, the User shall not be entitled to a refund of the subscription fees paid.
You agree to defend, indemnify and hold harmless NEOMO, its affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers and successors in interest from and against any and all actions, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable attorneys' fees) (the \ "Damages"), arising out of or in connection with (i) your violation of any provision of these GTC or (ii) your use of the Services and any information obtained through access to and use of the Services, and (iii) the Content you upload and the URL you choose, including but not limited to our use thereof and/or any misappropriation or infringement of any intellectual property rights of any third party.
These GTC shall be governed exclusively by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods. The place of jurisdiction for any disputes arising from these GTC shall be Munich, Germany. The user and NEOMO irrevocably submit to the exclusive jurisdiction of these courts with regard to disputes, actions and proceedings and waive any objections they may have to such jurisdiction, including but not limited to the objection of *forum non conveniens.
Our Privacy Policy explains how we, our affiliated companies and, if applicable, our service providers collect and use your information that we obtain through your use of the services or your registration for an account with NEOMO. In doing so, we place great importance on protecting your privacy as well as the security of the data we have on file and comply with applicable data protection laws. You agree that the provisions of our Privacy Policy are hereby incorporated by reference into these GTC. By using the Services, you acknowledge that you have read and accept the terms of the Privacy Policy, as may be amended by us from time to time.
Should individual or several provisions of these GTC be or become invalid, this shall not affect the validity of all other provisions or agreements. NEOMO can replace the ineffective provisions with a provision that comes as close as possible to the economic sense and purpose of the ineffective provision in a legally permissible manner.
Unless otherwise specified in these GTC or with the User, written communications from NEOMO to the User will be made via the email address provided in the User's account or during the registration process. You are responsible for keeping your email address current at all times during the term of your subscription to the Services. User may contact NEOMO for any concerns via support.rundify@neomo.com. Legal notices are an exception to this. These must additionally be sent to backoffice@neomo.com. A notice is considered properly delivered either the day after the email is sent or if you continue to use the Services after you see the notice on the website, whichever is earlier.
NEOMO reserves the right to modify these GTC at any time. NEOMO may, at its sole discretion, provide the User with written notice of such changes in accordance with the foregoing paragraph via in-app messaging or by posting the notice on a banner on the Website, provided that such changes shall take effect without further action by either party. In the event of a material change to these GTC, You may terminate the Subscription prior to the agreed end of the Subscription Period within one (1) month of notification of the change. All services received in this connection up to the time of termination of the contract shall be paid for in full. No refund will be paid to you for the remainder of your subscription period. With regard to price changes, the provision under section 2.5 above shall take precedence. If you do not terminate the contract within the notice period pursuant to this section 7.4. using the function set up for this purpose in your account, or if you continue to use the services after the expiry of the notice period, this shall be deemed to be your consent to the changes to the GTC in their entirety.
You may not assign or transfer your rights and/or obligations under these GTC, the Additional Documents and Policies, or the Subscription Confirmation without NEOMO's prior written consent.
If NEOMO is prevented from performing or delayed in performing its obligations under this Agreement due to circumstances beyond NEOMO's reasonable control, such as war, riot, fires, floods, epidemics, pandemics or resulting governmental restrictions or failure of public utilities or public transportation systems, such prevention or delay shall not be deemed a material breach of this Agreement. Rather, the relevant obligation shall remain in full force and effect and shall be performed or made good as soon as practicable after the relevant circumstances causing such non-performance or delay have ceased. If NEOMO is prevented from performing or delayed in performing for more than ninety (90) days, you may terminate this Agreement upon thirty (30) days written notice. This provision does not apply to the payment obligations set forth in these GTC.
You acknowledge that the agreements set forth in these GTC are intended solely for the benefit of the Parties and their successors in title. Except for Authorized Users entitled by virtue of a valid subscription, nothing in these GTC, express or implied, confers on any person or entity, other than you and NEOMO and their respective successors in interest, any rights at law or in equity to enforce any provision of these GTC.
NEOMO's waiver of any claim based on your breach of these GTC shall not be construed as a waiver of any claim related to any other present or future breach.
Last updated: July 13, 2023
