Brainloop

Version: May 2023

 

Brainloop AG, Theatinerstrasse 12, 80333 Munich, Germany („Brainloop„) provides its business customers (referred to individually as „Customer„) with the Brainloop Secure Dataroom Services (BDRS) via the platform https://my.brainloop.lu („Brainloop Service„) during the term of a corresponding user agreement („User Agreement„). The Brainloop Service refers to a server and software-based, virtual, and secure dataroom solution for web-based document management, collaboration, and communication.

The following terms of use („Terms of Use„) govern the legal terms and conditions for the registration and use of the Brainloop Service by natural persons („Users„) designated by the Customer as authorized to access the Brainloop Service. Users can only use the Brainloop Service after accepting these Terms of Use.

 

1. Contracting party and object of the contract

1.1 These Terms of Use apply to the contractual relationship with the User regarding the use of the Brainloop Service via the German platform (https://my.brainloop.lu). The use of platforms in other countries shall be subject to separate Terms of Use of the respective Brainloop group company providing the Service in the respective country via the corresponding local platform.

1.2 According to these Terms of Use, the contracting party of the User is Brainloop as the operator of the platform for Germany. Irrespective of this, the Customer’s User Agreement regarding the use of the Brainloop Service may also exist with another Brainloop group company, depending on the location of the Customer and the desired Brainloop Service.

1.3 The object of this contractual relationship is the use of the Brainloop Service by the User. The scope of use of the Brainloop Service is defined by these Terms of Use and by the User Agreement that Brainloop (or another Brainloop Group Company) has concluded with the respective Customer. These Terms of Use apply both in test operation and in normal operation of the Brainloop Service. The Terms of Use apply to the use of the Brainloop Service via all available methods of access (web access, desktop, and mobile applications). They further apply to the use of additional mobile applications provided by Brainloop (e.g., Brainloop Authenticator), insofar as no specific conditions apply to these.

2. Registration

2.1 To be able to use the Brainloop Service, the User must register for the Brainloop Service online with an email address via the Brainloop platform („Platform„) provided for the respective Brainloop Service and thereby create a user account. The information requested during the registration process as well as further information provided by the User in order to create the account, to identify the User, and to carry out a secure registration and login process is referred to as user account data („User Account Data„) and can be corrected at any time during creation of the User Account and during subsequent use of the Brainloop Service. Brainloop’s Privacy Statement and Cookie Policy applicable to the Brainloop Service and these Terms of Use can be accessed at any time during the registration process. The User shall create a password for their account as part of the registration process.

2.2 If the User Account Data of a User is or becomes untrue, inaccurate, outdated, or incomplete, the User shall correct this information unasked within 30 days. If the User does not do so, Brainloop shall be entitled to block the User’s access rights to the Brainloop Service temporarily or completely.

3. Authentication

In the context of access to the Brainloop Service, Brainloop offers Users the option of 2-factor authentication by means of security codes (time-based one-time password) via a mobile application provided by Brainloop („Authenticator App“). Use of the Authenticator App is free of charge and is provided by Brainloop as an additional service at its discretion. There is no entitlement to use the Authenticator App. The authentication method via the Authenticator App can only be used if the Brainloop server has been configured for authentication with the security code and the User has linked their User Account to the device using the Authenticator App.

4. Usage rules and restrictions

4.1 Use of the Brainloop Service shall be in accordance with these Terms of Use and all applicable regional, national, and international laws and regulations (including, without limitation, those governing the collection and use of personal data, export control, consumer protection, unfair competition, anti-discrimination, or deceptive advertising).

4.2 The User alone is responsible for the content of the information or materials transmitted or stored using the Brainloop Service. Brainloop never has access to the content and assumes no liability in this regard.

4.3 The User undertakes that they

• will not use the Brainloop Service in a way that violates any applicable law in the European Union or any other laws, rules, and regulations applicable in connection with this Brainloop Service
• will not input or transfer any documents, files, or other content containing viruses or other harmful components to the Brainloop Service, distribute them within the Brainloop Service, or otherwise make them available within the Brainloop Service or transmit them to it
• will not use the Brainloop Service for illegal purposes of any kind
• will not delete any legal notices, disclaimers, or proprietary notices, such as copyright notices or trademark symbols, from the Brainloop Service or the Platform, or modify any logos of any kind, unless they are owned by the User or the User has express permission to modify them
• will not interfere with or impair the software provided by Brainloop, or any systems used by Brainloop in order to host the respective Brainloop Service, or any other equipment or networks connected to the Brainloop Service
• will not infringe any copyrights, patents, trademark rights, trade secrets, or other intellectual property rights of third parties or rights in connection with confidentiality obligations through the use of or in connection with use of the Brainloop Service
• will not distribute through or in connection with the Brainloop Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable content, data, or information of any kind
• will not remove any proprietary notices or labels of any kind from the Brainloop Service
• will not redistribute, sell, auction, decompile, reverse engineer, or disassemble the Brainloop Service and the underlying software or otherwise reduce the Brainloop Service to a human-readable form
• will not make the Brainloop Service available for use, in whole or in part, by third parties, except for access by authorized and registered users within the scope of independent access permissions
• will not reproduce, distribute, or create derivative works based on the Brainloop Service without previously obtaining Brainloop’s express written permission
• will not alter or modify the source code of the Brainloop Service, or otherwise attempt to derive the source code
• will not rent out, lease, lend, or otherwise make available or transfer any rights to use the Brainloop Service to any third party, whether in return for payment or free of charge, permanently or for a limited period of time, for use by the third party for their own business purposes, and
• will not grant any security interest in connection with the Brainloop Service or otherwise transfer any rights to the Brainloop Service.

4.4 The User shall refrain from gaining unauthorized access to other computer systems or accounts of third parties provided through the Brainloop Service or otherwise interfere with another user’s access to or use of the Brainloop Service.

4.5 Brainloop reserves the right to take any action regarding the Brainloop Service and/or the Platform that Brainloop deems necessary.

5. Third-Party Services

In the context of providing the Brainloop Services, Brainloop may enable the User – depending on the scope of the instruction and contractual agreement with the Customer – to connect and/or otherwise use third-party services i.e., certain external third-party products, services and/or software (“Third-Party Services”, and each a “Third-Party Service”). These Third-Party Services do not form part of the Brainloop Services, and are provided and operated by the respective third-party service providers in their own responsibility. The User is responsible for ensuring that he or the Customer has sufficient rights or licenses that permit the intended use of Third-Party Services by the User. Unless expressly agreed otherwise with the Customer, the potential ability to access a third-party service through the Brainloop Service is provided by Brainloop at its sole discretion and without legal obligation. The User acknowledges that any use of a Third-Party Service is governed solely by the terms and conditions and privacy policy of such Third-Party Service, and that Brainloop neither endorses nor recommends any Third-Party Services. The use of a Third-Party Service is at the User’s own risk. The User itself is responsible for compliance with legal requirements and the lawfulness of any processing of personal data in connection with the use of any Third-Party Services. Brainloop has no influence on the provision of Third-Party Services by the respective third party providers (and potentially their partners), including their availability and freedom from defects, and Brainloop assumes no responsibility or liability in this regard. Any features and functionalities of the Third-Party Services may change at any time without prior notice to Brainloop and/or the Customer. The user has no claim against Brainloop for access to certain Third-Party Services, their availability or freedom from defects.

6. Password and security

As part of the registration process, the User shall provide an email address and password to access the Account. The User shall keep their password for the Brainloop Service secret from third parties and protect it from unauthorized access by third parties. Use of the access data by more than one natural person is not permitted. The User alone is responsible for the confidentiality of their password and User Account Data and for all activities carried out through the User’s account. The User will immediately inform Brainloop of any unauthorized use of their account or any other breach of IT security in connection with use of the Brainloop Service. This applies in particular if the User becomes aware of circumstances that indicate unauthorized access to or loss or theft of their password or User Account Data. The User shall immediately change their password if they suspect that unauthorized persons have gained access to their User Account Data or password. Access to and use of password-protected and/or secure areas of the Brainloop Service are restricted to the User.

7. Rights of the User

7.1 Brainloop does not transfer to the User any intellectual property rights or other rights to the Brainloop Service or to any part of the Brainloop Service. The User receives only a right of use, which is limited in time, non-exclusive, non-transferable, non-sublicensable, and limited in content according to these Terms of Use, to access the Brainloop Service ordered by the customer for use as an SaaS solution within the framework of the contractual agreements with the Customer.

7.2 The User is authorized to use the Brainloop Service of a Customer only for the term of the User Agreement between Brainloop (or another Brainloop Group Company) and the respective Customer and only as authorized by the Customer. Upon the expiry of the User Agreement with the Customer, or upon withdrawal of the User’s authorization by the Customer, the User’s authorization to use the service ends automatically without the need for termination by Brainloop.

7.3 The Brainloop Service is provided exclusively for use by the User. Any reproduction or redistribution of the Brainloop Service not in accordance with these Terms of Use is expressly prohibited.

7.4 All intellectual property rights and all other rights to or in connection with the Brainloop Service not expressly granted to the User in Section 7 of these Terms of Use are reserved to Brainloop or the Brainloop Group Companies.

8. Trademarks

8.1 The names, designations, and marks of the products and services of Brainloop (such as the trademark „Brainloop“), which are displayed or mentioned in the Terms of Use, on the website, or in connection with the Brainloop Service, as well as the associated logos, may be trademarks or other proprietary marks (collectively, „Marks„) of Brainloop and/or the other Brainloop group companies and authorized third parties.

8.2 These Terms of Use do not grant or transfer to the User any licenses or rights to use the Trademarks. No rights whatsoever shall be granted or transferred to the User without the prior written consent of Brainloop or of any authorized third parties who may have intellectual property rights in respect of the Trademarks. Unless otherwise stated in these Terms of Use, any use of the Trademarks by the User that is subject to trademark law is strictly prohibited.

9. Export restrictions

The Brainloop Service is subject to export controls of the United States of America and the European Union. It is prohibited to provide or export the Brainloop Service to Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country subject to an embargo on goods and/or services by the United States of America and/or the European Union. Consequently, neither may the Brainloop Service be provided to or exported to nationals or residents of the aforementioned countries. Nor may the Brainloop Services be made available to persons on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By using the Brainloop Service, the User represents and warrants that they are not located in, under the control of, or a national or resident of any of the above countries and are not included on any of the above lists.

10. Use for high risk activities

The Brainloop Service is not fault-tolerant nor designed or manufactured for use or redistribution as an online control system operating in hazardous environments requiring fail-safe performance (such as in the operation of nuclear facilities, air traffic navigation or communication systems, air traffic control systems, direct life support machines, or weapons systems where failure of the Brainloop Service or Platform could directly result in death, personal injury, or significant physical or environmental damage) („High Risk Activities„), nor is the Brainloop Service suitable or intended for such use. Brainloop and its suppliers therefore assume no liability and disclaim any express or implied warranties, representations, obligations, or guarantees in connection with High Risk Activities. The User agrees not to use the Brainloop Service for High Risk Activities.

11. Confidentiality

Unless expressly permitted by these Terms of Use or in accordance with mandatory legal provisions (in particular in accordance with Para. 5 of the German Law on the Protection of Trade Secrets (GeschGehG)), the User shall treat trade and business secrets and all other non-public information, technologies, and materials relating to the technical, operational, and commercial business processes and relationships of Brainloop and its affiliated companies (including the Brainloop Service) that are provided to the User by or on behalf of Brainloop or otherwise become known to the User during the term in connection with the Brainloop Service („confidential information„) as strictly confidential. The User shall not disclose such Confidential Information to any third party. This restriction does not apply (i) to any information that is or has already become public knowledge through no fault of the User, (ii) to any information that can be shown to have become known to the User without any confidentiality obligation prior to its disclosure by Brainloop, and (iii) in cases that do not constitute a breach of confidentiality under the User Agreement between Brainloop (or any other Brainloop Subsidiary) and the Customer.

12. Data Protection

12.1 Brainloop is aware of the need to protect Users‘ data and pays attention to the security and protection of Users‘ personal data in the context of providing the Brainloop Service. Details of the processing of personal data by Brainloop and the other group companies, including the rights of the User in this regard, are set out in Brainloop’s Privacy Statement and Cookie Policy applicable to the use of the Brainloop Service (available at https://www.brainloop.com/en-gb/privacy-notice/).

12.2 For the avoidance of doubt, any digital documents, files, data, and other information entered into the Brainloop Service by the User as customer data in accordance with the User Agreement with the Customer shall be processed by Brainloop as the processor on behalf of the Customer and in accordance with the contractual agreements for processing concluded with the Customer.

13. Liability

13.1 Brainloop is liable without limitation in case of intent or gross negligence.

13.2 Liability for damages in case of minor negligence is limited to damages resulting from a breach of material contractual obligations, the breach of which jeopardizes the attainment of the purpose of the contract with the User, or which must be fulfilled to make the proper performance of the contract possible in the first place, and on the observance of which the User regularly relies and is entitled to rely. In this case, however, liability is limited to the foreseeable damage typical for the contract. Any further liability of Brainloop in cases of minor negligence is excluded.

13.3 The foregoing provision shall apply to all claims for damages, irrespective of their legal basis, with the exception of claims for damages (i) arising from injury to life, limb, or health, (ii) where defects are fraudulently concealed, (iii) where a guarantee is given (in this respect, the provisions of the guarantee shall apply if the guarantee contains relevant provisions), and (iv) where the Product Liability Act (Produkthaftungsgesetz) is breached.

13.4 The above provisions shall also apply in the case of any claims for damages brought against Brainloop’s executive bodies, employees, representatives, or vicarious agents.

14. Contract termination, access blocking, and account deletion

14.1 The User is entitled to terminate the contract with Brainloop regarding the User’s access to the Brainloop Services ordered by the Customer on the basis of these Terms of Use at any time without giving reasons and with immediate effect. In this case, the User is no longer entitled to make further use of the Brainloop Services. The User Agreement with the Customer remains unaffected.

14.2 Brainloop is entitled to terminate the contract with the User if (i) the User breaches material obligations under these Terms of Use, or (ii) the User is no longer an active and authorized user of a Customer (i.e., the underlying user contract(s) have been terminated or the User has had all access rights revoked).

14.3 The right of both parties to extraordinary termination for good cause shall remain unaffected.

14.4 Brainloop is further entitled to block the User’s access and/or delete the User’s account if (i) the underlying contract with the User based on these Terms of Use has been terminated, (ii) the User breaches material obligations under these Terms of Use, or (iii) the User has been inactive for a period of at least six (6) months and is no longer listed as an authorized user of any Brainloop Service for any Customer.

15. Final provisions and severability clause

15.1 These Terms of Use are governed by the laws of the Federal Republic of Germany.

15.2 If one or more provisions of these Terms of Use are or become invalid in whole or in part, or if the Terms of Use contain a loophole, this shall not affect the validity of the remaining provisions of the Terms of Use, unless adherence to the Terms of Use would represent unreasonable hardship for a contracting party.