Terms of Service
General business conditions for the use of the toksta* API
Preamble
These general business conditions govern the legal relationships, rights and obligations of the collaboration between toksta GmbH (hereinafter called "toksta" or "toksta.com" or "we") and the external websites (hereinafter called "partners" or "partner portals" or "you") which had the toksta*-API (Application Providing Interface) (hereinafter called "API") embedded. This contract does not primarily form the basis of any business connection of both parties to one another or the economic participation of the partner in toksta*'s business. It regulates only the rights and obligations during the cooperative relationship. >From the perspective of the partner, the goal of embedding the API is to offer an expanded free service for its existing members. Members are defined as users of the partner portal who are authenticated by the partner (hereinafter called "users"). From toksta*'s point of view, the goal is to market the toksta* service areas
§ 1 Area of application
(1) toksta*'s offering, for which you are registering as a partner will be made available to you by toksta GmbH, based on these terms of use (general business conditions). Possible contradictory terms, expansions or limitations on the part of the partner are hereby rejected explicitly by toksta*; these will not be a part of the contract and require an additional written form.
(2) toksta* reserves the right to modify the general business conditions at any time without stating any reasons. toksta* will inform the partner explicitly of any changes. The partner has the option of rejecting the changed rules and general business conditions within a period of 4 weeks. toksta* refers to this expressly with each change. If you do not accept the altered general business conditions within this period, the contractual relationship is deemed to be cancelled on the date when the time-limit expires. If you do not object to the changes, the new rules and general business conditions will come into effect from the date of expiry of the time-limit. We can also inform you about changes to these general business conditions or other matters by publishing information or putting links in our offer.
§ 2 Eligibility to participate
(1) Only partners who are natural persons with full legal capacity or who act as the party authorized to represent an entity with legal capacity, no matter whether it is a private or a public limited company, have the right to participate.
(2) You are obliged to provide truthful, precise, current and complete statements in
accordance with the specifications of the application form and to keep your information in the partner account constantly current and correct.
(3) We wish to inform you that legally relevant notices (e.g. confirmation e-mails or changes in the general business conditions) can be sent to you by e-mail.
(4) Your partner account is not transferable or inheritable.
(5) Use of the toksta* API for material which is racist or pornographic or which glorifies violence or drugs or other illicit content is not permitted.
§ 3 Service description
(1) toksta* operates a technical system, hereinafter called API which enables you to embed chat and instant messenger (IM) capability in text, graphic and audio/video format in your website, to match it to the layout of your website visually and with respect to content and to make this capability available to your registered members free or in return for payment.
(2) Within the scope of these stipulations, you can embed the API without payment of a fee under the provisions of the most current documents for partners that can be inspected at www.toksta.com. There is no obligation whatsoever for toksta* to be instrumental in incorporating the API into partner portals.
(3) The scope of functions centers on toksta.com's media platform in accordance with the latest updated status of the features offered.
§ 4 Partner rights and obligations
(1) While using toksta* services, your members are subject to separate general business conditions /data privacy stipulations which are made available to you by toksta*. toksta*.will inform your members before they first use the service about the separate general business conditions /data privacy stipulations and will arrange for mandatory approval on the part of the members.
(2) Any modification or dissemination of the API outside of the rules of the general business conditions is prohibited. An exception to this is a written approval from toksta*.
(3) You are prohibited from passing the API on to other unlicensed partners without written approval from toksta* or from embedding the API on platforms which are not deemed to be contractual partners subject to these general business conditions
(4) You undertake to implement all of your portal's valid provisions, including the terms of use of toksta*'s services in accordance with (1), with respect to your users. You will indemnify toksta* from possible damages which may arise from the publication of content by your users.
§ 5 toksta*s rights and obligations
(1) toksta* reserves the right to install advertising displays in the area surrounding the chat/IM service. These can be incorporated in any form into video, audio, graphic and/or text content. Use of the toksta* API for material which is racist or pornographic or which glorifies violence or drugs or other illicit content is not permitted.
(2) toksta* reserves the right to delete content as it sees fit and/or to admonish members or to exclude them from using toksta* services.
(3) toksta* reserves the right to name the logo and the name of the partner as a reference.
§ 6 Term and cancellation
(1) The embedded code of the toksta* service can be removed at any time. Cooperation will last for an unspecified length of time and may be cancelled by either one of the parties without notice with effect on the following working day.
(2) The right to an extraordinary notice of cancellation remains unaffected by this. In particular, any violation of these general business conditions will be deemed to be grounds for an extraordinary notice of cancellation. During the term of the contract, toksta* reserves the right to exclusive embedding as a chat/IM service under the terms of this contract.
§ 7 Data privacy
(1) toksta* observes all relevant legal data privacy provisions (German data privacy laws, European data privacy guidelines and any other applicable data privacy law) to the best of its knowledge.
(2) toksta* uses your personal data exclusively to facilitate utilization of the API. toksta* will never reveal your personal data to third parties for advertising or marketing purposes.
(3) toksta* would hereby like to draw your attention and that of your users to toksta*'s valid data privacy stipulations.
§ 8 Copy right laws and trademarks
(1) The reproduction and publication of texts, files, images, photographs, videos, sounds, works of music, copyrighted work or other material (together known as "content") is accomplished in real time by the toksta* API. Data is stored temporarily, only if this is necessary from a technical point of view for its publication (e.g. when the file is being transferred).
(2) Any of your users' content, which is transferred by means of the API, is only published once. The partner transfers possible usage rights to transferred content to toksta*, if it is necessary for the operation of the chat/IM service. toksta* claims no rights whatsoever (beyond the one-time release to the public) to the content which was provided and released and publicized by your toksta* API. The legal position of the respective user remains unaffected.
(3) toksta* has the right to store content temporarily, if it is obliged to do so, due to legal stipulations.
(4) It is prohibited to publish, modify, distribute or reproduce content that is protected by copyright, brands or sundry protected material of others without obtaining the written consent of the owner of these rights. In accordance with the business guidelines of toksta*.de, the membership of users who repeatedly infringe the copyrights of others will be ended immediately and/or if you do not admonish your users for infringements, your cooperation with toksta* will end, as soon as toksta* is made aware of this.
§ 9 Liability and indemnification
(1) Claims for compensation of damages against toksta* are excluded, regardless of the legal cause, unless toksta*, its legal representatives or auxiliary personnel have acted with premeditation or with gross negligence.
(2) Previous limitation of liability is not in effect for damage claims that result from injury to life. limb or health or from the assumption of a guarantee of condition and quality or a fraudulent concealment of defects by toksta*.
(3) Insofar as toksta*'s liability is excluded, the same is effective for enterprises which are linked to toksta* and for personal liability on the part of employees, contractors, colleagues, representatives, shareholders and auxiliary personnel of toksta* and/or enterprises which are linked to toksta*.
(4) toksta* does not guarantee the functional efficiency of the API provided. toksta* assumes no responsibility for errors, omissions, interruptions, deletions, defects, delays in operation or transfer, failures in lines of communication as well as unauthorized access to or theft, destruction or modification of software upon which the capability is based. toksta* is not responsible for problems or technical breakdowns in connection with telephone networks or lines, online systems, servers or providers, computer equipment, software and e-mail failures due to technical problems or a data jam on the internet and /or in one of the toksta* services or a combination thereof.
(5) You do hereby declare that you indemnify toksta* and enterprises connected with toksta* and hold them harmless as well as toksta*'s employees, contractors, colleagues, representatives, shareholders and auxiliary personnel and those of enterprises associated with toksta*, with respect to demands or claims of any kind whatsoever which are asserted against toksta* by third parties due to or in connection with content which you or users who were authenticated by you store, publish and/or transfer within the scope of the toksta* services or which are asserted against toksta* because of your use of our offering or because of violations of these general business conditions or of the rights of third parties. This also includes calculated administrative and legal costs at any one time.
(6) toksta* is released from the obligation of performance,
a) if and insofar as performance of the service is impossible due to force majeure. In particular, war, strikes, unrest, fundamental changes in the law, natural catastrophes, power breakdowns, disruptions in data-carrying lines and other circumstances for which the service provider is not responsible are deemed force majeure... Each party to the contract must inform the other contractual party immediately in the event of the occurrence of force majeure.
b) if utilization of the programmed in accordance with the contract is impaired by the rights of third parties, due to no fault on the part of toksta*, then, in that case, toksta* is obliged to immediately inform the partner.
§ 10 toksta*s brands and other trademark rights
(1) toksta* is protected under trademark law. If you have questions about use of the toksta* brand, please contact us.
(2) You do hereby acknowledge that toksta* is entitled exclusively to all rights to toksta*'s offering and its label, including branding, patent, copyright, licensing or other rights or comparable legal positions in relationship to you. Furthermore, you may not copy, alter, deconstruct or adapt toksta*'s software or the API and you may not attempt to detect the source code of the software or the API either. You may not sell or transfer the software or the API, assign sublicenses in this regard or confer any rights whatsoever to the software or the API.
§ 11 Exclusion of guarantee and links
(1) toksta* endeavors to maintain the service with a very high availability rate of at least 95% on average annually. toksta* offers its API in its current version and with the proviso that it can suspend, alter or discontinue the latter at any time. In particular, we do hereby reserve the right to establish a maintenance period of up to twenty-four hours in duration at any time. toksta* does not make any guarantee with respect to results which can be achieved by the use of the offering or with respect to the accuracy or reliability of data contained within the scope of the offering. Moreover, toksta* does not make any guarantee that the hardware or software utilized for the API will work flawlessly or that possible errors in the hardware or software will be corrected and assumes no liability for damage arising from its utilization or the inability to use the API, including data loss or data corruption. In particular, toksta* assumes no liability for replacement costs or costs which may arise in connection with purchased goods or services, messages received or sundry transactions or a change in your entries or data or in another way in connection with the API. In addition, toksta* assumes no liability for the behavior of users or other third parties or for content or statements which are passed on by users or other third parties within the scope of the offering.
(2) The content inserted by users includes links to other websites, if possible. toksta* has no influence on the content of other websites. toksta* has no responsibility for the content of other websites and expressly indicates that other websites may contain harmful and illegal content or material which offends against public decency. If a user who was authenticated by you calls up a linked website, you expressly release toksta* from any liability.
(3) We cannot exclude the possibility that content inserted by users in the file transfer system may contain files that are harmful or illegal or which may offend against public decency. toksta* has no influence on the content of the transferred files. The partner undertakes to delete harmful or illegal files promptly or files that violate the conditions of use in other ways as soon as they are brought to his attention and to make the sender of the file accountable.
§ 12 Final provisions (Severability clause)
(1) The paragraph headings in this contract serve merely to provide better clarity and have no legal or contractual repercussions.
(2) If one of the provisions of these general business conditions should prove to be ineffective or if the contract is incomplete, this shall not affect the effectiveness of the remaining clauses of the general business conditions. The ineffective or incomplete provision will be replaced or supplemented by a provision, which comes closest to the desired economic result.
§ 13 Court of jurisdiction and applicable law
If legally permissible, the court of jurisdiction will be toksta*'s domicile. The law of the Federal Republic of Germany will be applicable, to the exclusion of the CISG (UN Convention on Contracts for the International Sale of Goods)
Last updated: 10/03/08
Service provider toksta GmbH, Friedrich-Engels-Strasse 101, 14473 Potsdam Web: www.toksta.com
E-mail: info@toksta.info
Preamble
These general business conditions govern the legal relationships, rights and obligations of the collaboration between toksta GmbH (hereinafter called "toksta" or "toksta.com" or "we") and the external websites (hereinafter called "partners" or "partner portals" or "you") which had the toksta*-API (Application Providing Interface) (hereinafter called "API") embedded. This contract does not primarily form the basis of any business connection of both parties to one another or the economic participation of the partner in toksta*'s business. It regulates only the rights and obligations during the cooperative relationship. >From the perspective of the partner, the goal of embedding the API is to offer an expanded free service for its existing members. Members are defined as users of the partner portal who are authenticated by the partner (hereinafter called "users"). From toksta*'s point of view, the goal is to market the toksta* service areas
§ 1 Area of application
(1) toksta*'s offering, for which you are registering as a partner will be made available to you by toksta GmbH, based on these terms of use (general business conditions). Possible contradictory terms, expansions or limitations on the part of the partner are hereby rejected explicitly by toksta*; these will not be a part of the contract and require an additional written form.
(2) toksta* reserves the right to modify the general business conditions at any time without stating any reasons. toksta* will inform the partner explicitly of any changes. The partner has the option of rejecting the changed rules and general business conditions within a period of 4 weeks. toksta* refers to this expressly with each change. If you do not accept the altered general business conditions within this period, the contractual relationship is deemed to be cancelled on the date when the time-limit expires. If you do not object to the changes, the new rules and general business conditions will come into effect from the date of expiry of the time-limit. We can also inform you about changes to these general business conditions or other matters by publishing information or putting links in our offer.
§ 2 Eligibility to participate
(1) Only partners who are natural persons with full legal capacity or who act as the party authorized to represent an entity with legal capacity, no matter whether it is a private or a public limited company, have the right to participate.
(2) You are obliged to provide truthful, precise, current and complete statements in
accordance with the specifications of the application form and to keep your information in the partner account constantly current and correct.
(3) We wish to inform you that legally relevant notices (e.g. confirmation e-mails or changes in the general business conditions) can be sent to you by e-mail.
(4) Your partner account is not transferable or inheritable.
(5) Use of the toksta* API for material which is racist or pornographic or which glorifies violence or drugs or other illicit content is not permitted.
§ 3 Service description
(1) toksta* operates a technical system, hereinafter called API which enables you to embed chat and instant messenger (IM) capability in text, graphic and audio/video format in your website, to match it to the layout of your website visually and with respect to content and to make this capability available to your registered members free or in return for payment.
(2) Within the scope of these stipulations, you can embed the API without payment of a fee under the provisions of the most current documents for partners that can be inspected at www.toksta.com. There is no obligation whatsoever for toksta* to be instrumental in incorporating the API into partner portals.
(3) The scope of functions centers on toksta.com's media platform in accordance with the latest updated status of the features offered.
§ 4 Partner rights and obligations
(1) While using toksta* services, your members are subject to separate general business conditions /data privacy stipulations which are made available to you by toksta*. toksta*.will inform your members before they first use the service about the separate general business conditions /data privacy stipulations and will arrange for mandatory approval on the part of the members.
(2) Any modification or dissemination of the API outside of the rules of the general business conditions is prohibited. An exception to this is a written approval from toksta*.
(3) You are prohibited from passing the API on to other unlicensed partners without written approval from toksta* or from embedding the API on platforms which are not deemed to be contractual partners subject to these general business conditions
(4) You undertake to implement all of your portal's valid provisions, including the terms of use of toksta*'s services in accordance with (1), with respect to your users. You will indemnify toksta* from possible damages which may arise from the publication of content by your users.
§ 5 toksta*s rights and obligations
(1) toksta* reserves the right to install advertising displays in the area surrounding the chat/IM service. These can be incorporated in any form into video, audio, graphic and/or text content. Use of the toksta* API for material which is racist or pornographic or which glorifies violence or drugs or other illicit content is not permitted.
(2) toksta* reserves the right to delete content as it sees fit and/or to admonish members or to exclude them from using toksta* services.
(3) toksta* reserves the right to name the logo and the name of the partner as a reference.
§ 6 Term and cancellation
(1) The embedded code of the toksta* service can be removed at any time. Cooperation will last for an unspecified length of time and may be cancelled by either one of the parties without notice with effect on the following working day.
(2) The right to an extraordinary notice of cancellation remains unaffected by this. In particular, any violation of these general business conditions will be deemed to be grounds for an extraordinary notice of cancellation. During the term of the contract, toksta* reserves the right to exclusive embedding as a chat/IM service under the terms of this contract.
§ 7 Data privacy
(1) toksta* observes all relevant legal data privacy provisions (German data privacy laws, European data privacy guidelines and any other applicable data privacy law) to the best of its knowledge.
(2) toksta* uses your personal data exclusively to facilitate utilization of the API. toksta* will never reveal your personal data to third parties for advertising or marketing purposes.
(3) toksta* would hereby like to draw your attention and that of your users to toksta*'s valid data privacy stipulations.
§ 8 Copy right laws and trademarks
(1) The reproduction and publication of texts, files, images, photographs, videos, sounds, works of music, copyrighted work or other material (together known as "content") is accomplished in real time by the toksta* API. Data is stored temporarily, only if this is necessary from a technical point of view for its publication (e.g. when the file is being transferred).
(2) Any of your users' content, which is transferred by means of the API, is only published once. The partner transfers possible usage rights to transferred content to toksta*, if it is necessary for the operation of the chat/IM service. toksta* claims no rights whatsoever (beyond the one-time release to the public) to the content which was provided and released and publicized by your toksta* API. The legal position of the respective user remains unaffected.
(3) toksta* has the right to store content temporarily, if it is obliged to do so, due to legal stipulations.
(4) It is prohibited to publish, modify, distribute or reproduce content that is protected by copyright, brands or sundry protected material of others without obtaining the written consent of the owner of these rights. In accordance with the business guidelines of toksta*.de, the membership of users who repeatedly infringe the copyrights of others will be ended immediately and/or if you do not admonish your users for infringements, your cooperation with toksta* will end, as soon as toksta* is made aware of this.
§ 9 Liability and indemnification
(1) Claims for compensation of damages against toksta* are excluded, regardless of the legal cause, unless toksta*, its legal representatives or auxiliary personnel have acted with premeditation or with gross negligence.
(2) Previous limitation of liability is not in effect for damage claims that result from injury to life. limb or health or from the assumption of a guarantee of condition and quality or a fraudulent concealment of defects by toksta*.
(3) Insofar as toksta*'s liability is excluded, the same is effective for enterprises which are linked to toksta* and for personal liability on the part of employees, contractors, colleagues, representatives, shareholders and auxiliary personnel of toksta* and/or enterprises which are linked to toksta*.
(4) toksta* does not guarantee the functional efficiency of the API provided. toksta* assumes no responsibility for errors, omissions, interruptions, deletions, defects, delays in operation or transfer, failures in lines of communication as well as unauthorized access to or theft, destruction or modification of software upon which the capability is based. toksta* is not responsible for problems or technical breakdowns in connection with telephone networks or lines, online systems, servers or providers, computer equipment, software and e-mail failures due to technical problems or a data jam on the internet and /or in one of the toksta* services or a combination thereof.
(5) You do hereby declare that you indemnify toksta* and enterprises connected with toksta* and hold them harmless as well as toksta*'s employees, contractors, colleagues, representatives, shareholders and auxiliary personnel and those of enterprises associated with toksta*, with respect to demands or claims of any kind whatsoever which are asserted against toksta* by third parties due to or in connection with content which you or users who were authenticated by you store, publish and/or transfer within the scope of the toksta* services or which are asserted against toksta* because of your use of our offering or because of violations of these general business conditions or of the rights of third parties. This also includes calculated administrative and legal costs at any one time.
(6) toksta* is released from the obligation of performance,
a) if and insofar as performance of the service is impossible due to force majeure. In particular, war, strikes, unrest, fundamental changes in the law, natural catastrophes, power breakdowns, disruptions in data-carrying lines and other circumstances for which the service provider is not responsible are deemed force majeure... Each party to the contract must inform the other contractual party immediately in the event of the occurrence of force majeure.
b) if utilization of the programmed in accordance with the contract is impaired by the rights of third parties, due to no fault on the part of toksta*, then, in that case, toksta* is obliged to immediately inform the partner.
§ 10 toksta*s brands and other trademark rights
(1) toksta* is protected under trademark law. If you have questions about use of the toksta* brand, please contact us.
(2) You do hereby acknowledge that toksta* is entitled exclusively to all rights to toksta*'s offering and its label, including branding, patent, copyright, licensing or other rights or comparable legal positions in relationship to you. Furthermore, you may not copy, alter, deconstruct or adapt toksta*'s software or the API and you may not attempt to detect the source code of the software or the API either. You may not sell or transfer the software or the API, assign sublicenses in this regard or confer any rights whatsoever to the software or the API.
§ 11 Exclusion of guarantee and links
(1) toksta* endeavors to maintain the service with a very high availability rate of at least 95% on average annually. toksta* offers its API in its current version and with the proviso that it can suspend, alter or discontinue the latter at any time. In particular, we do hereby reserve the right to establish a maintenance period of up to twenty-four hours in duration at any time. toksta* does not make any guarantee with respect to results which can be achieved by the use of the offering or with respect to the accuracy or reliability of data contained within the scope of the offering. Moreover, toksta* does not make any guarantee that the hardware or software utilized for the API will work flawlessly or that possible errors in the hardware or software will be corrected and assumes no liability for damage arising from its utilization or the inability to use the API, including data loss or data corruption. In particular, toksta* assumes no liability for replacement costs or costs which may arise in connection with purchased goods or services, messages received or sundry transactions or a change in your entries or data or in another way in connection with the API. In addition, toksta* assumes no liability for the behavior of users or other third parties or for content or statements which are passed on by users or other third parties within the scope of the offering.
(2) The content inserted by users includes links to other websites, if possible. toksta* has no influence on the content of other websites. toksta* has no responsibility for the content of other websites and expressly indicates that other websites may contain harmful and illegal content or material which offends against public decency. If a user who was authenticated by you calls up a linked website, you expressly release toksta* from any liability.
(3) We cannot exclude the possibility that content inserted by users in the file transfer system may contain files that are harmful or illegal or which may offend against public decency. toksta* has no influence on the content of the transferred files. The partner undertakes to delete harmful or illegal files promptly or files that violate the conditions of use in other ways as soon as they are brought to his attention and to make the sender of the file accountable.
§ 12 Final provisions (Severability clause)
(1) The paragraph headings in this contract serve merely to provide better clarity and have no legal or contractual repercussions.
(2) If one of the provisions of these general business conditions should prove to be ineffective or if the contract is incomplete, this shall not affect the effectiveness of the remaining clauses of the general business conditions. The ineffective or incomplete provision will be replaced or supplemented by a provision, which comes closest to the desired economic result.
§ 13 Court of jurisdiction and applicable law
If legally permissible, the court of jurisdiction will be toksta*'s domicile. The law of the Federal Republic of Germany will be applicable, to the exclusion of the CISG (UN Convention on Contracts for the International Sale of Goods)
Last updated: 10/03/08
Service provider toksta GmbH, Friedrich-Engels-Strasse 101, 14473 Potsdam Web: www.toksta.com
E-mail: info@toksta.info
