SEO Masterclass Terms of Use
1. Introduction
These Terms of Use (“Terms”) set forth the terms and conditions that apply to your use of the SEO Masterclass Platform (“Platform”) as that Platform is defined in these Terms. Please review these Terms carefully: they are a legal and binding agreement between you and XOVI GmbH (the “Provider”). By (a) creating an account in the Platform; (b) creating a customer account at the Provider; or (c) using the Platform in any other manner, you agree to these Terms. You may not use the Platform if you do not agree to these Terms. These Terms may be changed upon written notice. It is your obligation to review them frequently and to maintain a working contact address to receive notices.
The Platform gives you access to certain e-learning services, tutorials, videos and other educational content of the Provider. The contents of the Platform are available at https://www.seomasterclass.de/ (“Platform Contents”). The Platform Contents may be changed by Provider at any time upon written notice. The Provider has no obligation to introduce any updates, enhancements, modifications, revisions, features or additions to the Platform. Certain aspects of the Platform may be in “Beta.” If so indicated, the provisions of these Terms governing Beta items also apply.
2. Contracting Parties
The Platform will be licensed to you by XOVI GmbH, Hohenzollernring 72, 50672 Cologne / Germany.
3. WHAT SEO MAsterclass Provides
The Platform is designed for providing password-restricted access to certain XOVI e-learning offerings. In the course of setting up your Platform account, certain data will be required, such as name, the registered address, information about your level of experience as well as your possible status as an existing XOVI customer, in order to maintain your account and provide you with content you may be interested in. If you do not agree to this combination of your available data for your use of the Platform, you should NOT register for any service provided by the Platform. When registering for the Platform, your consent is required to allow the Provider to combine available data from its different systems for the purpose of providing the Platform to your convenience.
After successfully registering an account for the Platform, you will be provided with password-restricted access to your personal web-based administration interface, created to assist you with your e-learning endeavor.
4. License to Use
Subject to your full and ongoing compliance with these Terms, Provider hereby grants to you, and you accept, a personal, limited, nonexclusive, nontransferable, non-assignable, revocable license to use the Platform during the Term, only as authorized in these Terms.
Use of the services provided via the Platform is governed by these Terms and the Provider’s General Terms and Conditions (AGB), in their then actual version.
5. YOUR OBLIGATIONS and Conduct
a) You agree to be solely responsible for: (i) any passwords used in the Platform and their security, and (ii) the provision of true, accurate, current and complete information when registering for the Platform. Accordingly, if you provide any information that is false, inaccurate, out of date or incomplete, or Provider has reasonable grounds to suspect that such information is false, inaccurate, not current or incomplete, Provider may suspend or terminate your account and refuse any and all current or future use of, or access to, the Platform (or any portion thereof).
Provider is not liable for any unauthorized use of your Platform account and you accept all risks of unauthorized access to such information based on grounds, not attributable to Provider (e.g., your disclosure / loss of your login credentials).
Furthermore, Provider shall have the right to delete abandoned accounts or access to the Platform after a reasonable timeframe of inactivity.
b) The receipt of e-learning services through the Platform may require you to invest points, collected within the Platform itself (“Platform Points”) by reaching certain levels of proficiency, viewing Platform videos or becoming a XOVI customer. Platform Points do not have any commercial value and cannot be exchanged into commercial value or paid out. Platform Points can exclusively be spent within the Platform for access to additional Platform Contents.
c) You agree not to use the Platform for any illegal, destructive or fraudulent purposes. Any use of the Platform for purposes other than the receipt of e-learning services is forbidden and unlicensed.
In the event the Platform allows you to enter, manage, maintain or change data of others (e.g., your team members), your use and processing of any form of personal information belonging to these persons may be restricted by privacy laws and you reaffirm that you have all required consents and authorizations by the affected data subjects for such processing. Provider is not responsible and disclaims any liability for breaches of privacy laws by your use of the data you provide to the Platform.
6. Our Obligations
a) Subject to your compliance with these Terms at all times during your use of the Platform, Provider grants you access to the available services of the Platform via your access credentials. If access to certain courses of the Platform is bound to certain additional requirements (e.g. a certain amount of Platform Points to be spent), your access to those features is conditioned on your fulfillment of these requirements.
b) Provider’s sole and exclusive obligation shall be to provide you with reasonable access to the Platform on an as-is and as-available basis.
c) Technical support for the Platform will be provided to you directly by the Provider. As a registered account holder, you will be eligible of submitting support requests to Provider relating to availability and functionality of the Platform itself. Product related requests for technical support of your XOVI software will have to be submitted via the standard XOVI support queue, and will be subject to the applicable XOVI support terms.
7. Term / Termination
a) Upon your successful registration for an account in the Platform, these Terms will govern your use of the Platform for as long as you make use of it. You may stop using the Platform, as well as the applicability of these Terms, by permanently deleting your Platform account in your account preferences.
b) Both you, or Provider, may at any time terminate your access to the Platform and/or delete your Platform account for cause if the other party fails to perform any material obligation imposed by these Terms or otherwise breaches any material provision of these Terms. Furthermore, the Provider may at any time, with or without reason, decide to terminate your account and/or stop providing any Platform services to you.
c) Upon termination of your Platform account, your access to the Platform will be terminated and you will not have access to the Platform services any longer. Accordingly, any information and data provided by you for the creation of your account as well as all achievements gained within the Platform will be deleted permanently by Provider. For the avoidance of doubt, a deletion of your Platform account will not have any effect on your possible customer relationship with the Provider.
8. CONFIDENTIALITY OF INFORMATION / Intellectual Property Rights
a) In the course of performing their obligations pursuant to these Terms, both you and the Provider (as the case may be, each a “Receiving Party”) will be furnished with, receive, and otherwise have access to information concerning you or Provider (as the case may be, each a “Disclosing Party”) or proprietary information belonging to the Disclosing Party, which information the Disclosing Party considers to be confidential. For the purposes of these Terms, “Confidential Information” shall include, but not be limited to, structural information about the architecture of the Platform or the Provider’s products and any information relating thereto; all information relating to the party’s business, including, without limitation, financial, marketing, and customer information, and any other information that would be considered a trade secret during the applicability of these Terms and for a period of five years following their termination or expiration.
All Confidential Information shall be the property of the Disclosing Party. The Receiving Party shall: (I) hold all Confidential Information in strict confidence and refrain from disclosing Confidential Information to third parties, except as expressly authorized by these Terms; (II) use Confidential Information solely and exclusively for the purposes of fulfilling its obligations under these Terms, and only as expressly authorized by these Terms; and (III) accord Confidential Information at least the same level of protection against unauthorized use or disclosure that the Receiving Party customarily accords to its own confidential, proprietary, or trade secret information of a like nature, but in no event less than a reasonable level of protection. Upon termination of your access to the Platform for any reason, or upon the request of the Disclosing Party, the Receiving Party shall either return to the Disclosing Party or destroy, at the sole option of the Disclosing Party, all Confidential Information.
b) In furtherance of the foregoing, both Parties may in the course of their respective responsibilities under these Terms either provide or be furnished with or have access to information which may qualify as “personal data” in some or all jurisdictions. Each party agrees and acknowledges that the other may collect, use and or process such personal data in performing its contractual duties and for general administrational purposes and may also disclose the personal data to third parties in its country of residence and abroad to the extent required by this Agreement or if required for the performance of its obligations under this Agreement, however always in accordance with the provisions of the applicable data protection laws in effect. By implementing and maintaining sufficient technical and organizational measures as requested by applicable data protection laws, either Party makes sure that the other Party’s personal data is kept in strictest confidence and protected sufficiently against disclosure, loss or destruction.
Any personal data provided by you to Provider in the course of setting up and maintaining your account to the Platform will be processed by Provider in accordance with its then current privacy policy, available at the Provider’s website www.xovi.de. As set forth in section 3 above, certain data available to Provider (such as current customer status) may be combined to provide the Platform services to you, which is why the lawfulness of processing of such data results from Article 6, subsection 1(b) of the GDPR. Additionally, and for the sake of clarity, your express consent for these processing activities is furthermore required when setting up your account in the Platform.
c) You acknowledge that the Platform as well as the Platform Contents, services, documentation and other materials available through it (collectively the “Products”) are protected under copyright law and other laws protecting intellectual property rights. You further acknowledge the exclusive rights of the Provider in and to its Products and acknowledge that the Provider retains sole title to and ownership of such Products, and any copies thereof made by you. Nothing in these Terms or the conduct of the Parties shall give you any ownership interest in the Products, except for a limited right to view the same in accordance with these Terms. You shall not represent, in any manner, that you have an ownership interest in the Products or cause any third party to commit any act challenging, contesting, or in any way impairing or attempting to impair the rights of the Provider in the Products provided to you. This expressly includes the publication of Platform Contents to any third party outside the Platform. You are not allowed to download, upload or in any other way make any Platform Contents available to third parties without the Provider’s express written consent.
9. INDEMNITY
You hereby agree to indemnify and hold harmless the Provider, its subsidiaries and affiliates, and each of their respective directors, officers, employees and agents (collectively the “Indemnified Parties”), against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including, without limitation, reasonable attorneys’ fees (any or all of the foregoing hereinafter referred to as “Loss” or “Losses”), insofar as such Losses or actions in respect thereof arise out of or are based on (i) any breach of any representation or warranty made by you hereunder, (ii) any breach of any covenant or agreement made by you herein, or any failure by you to perform the obligations imposed by these Terms; (iii) any other Loss suffered by any of the Indemnified Parties arising from or relating to your conduct with respect to your use of the Platform; or (iv) your violation of any rights of another person or entity, including, but not limited to, third-party intellectual property rights or moral rights as well as life or health of individuals.
10. MODIFICATION of terms and Services
Provider may make changes to these Terms or other matters concerning the Platform by displaying notices or links to notices to you in your Platform account. It is your responsibility to periodically check these Terms and your account for changes. At any time, Provider reserves the right to modify or discontinue, temporarily or permanently, any of the Platform services offered (or any part thereof) with or without notice. Provider may make changes to the Platform, including the Platform Contents, services and Platform Point prices, at any time without notice. Provider may, in its sole discretion, terminate your password, your use of the Platform or use of any other Platform service for any reason, including, without limitation, for lack of use or if Provider believes that you have violated or acted inconsistently with these Terms. Any termination of your access to the Platform may occur without prior notice, and Provider may immediately de-activate or delete your account and all related information in your account and/or bar any further access to such information or the services. Provider will not be liable to you or any third-party for any termination, modification, or suspension of your access to the Platform. However, in such case, Provider will have the right to entirely delete your account data (incl
11. ADVERTISEMENTS AND PROMOTIONS
As one of the core functionalities of the Platform, Provider may also use your interaction with the Platform or your usage behavior to provide you with tailored offerings or recommendations related to Provider products, content, functionalities or best practices, which may be of interest for you (an “Offering”). A limited number of Platform cookies as well as up-to-date profile/account information help Provider choosing only relevant recommendations, which is why you are asked to periodically check the data you provide using the Platform for accuracy. Whereas some of the data you provide is necessarily required for setting up your account, you will always have the possibility to provide additional data to further personalize recommendations and Offerings. Except in a transaction in which a party is acquired, in no event will Provider sell any submitted data to a non-affiliated third party without your express prior written consent. It is your responsibility to determine the fitness of any third party with whom you transact as a result of any such Offering.
12. LINKS
Within the Platform you may be provided with links to other Internet sites or resources. Because Provider has no control over such sites and resources, you acknowledge and agree that Provider is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Provider will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party content, goods or services available on or through any such site or resource. Provider is providing these links to you only as a convenience, and the inclusion of any link to such sites does not imply endorsement by Provider of those sites.
13. Representations and Warranties
a) Provider warrants that it has the right to provide you with access to the Platform as well as to connect the platform to the associated Provider CRM systems and services for you. Except for the warranties set out in the prior sentence, the Platform is provided to you ‘as is’ and ‘as available’ and all other warranties, express or implied, included, but not limited to any implied warranties of merchantability or fitness for a particular purpose, title, quiet enjoyment, non-infringement or any implied warranties arising from course of dealing, course of performance or usage of trade are disclaimed. Provider makes no representations, warranties, conditions or guarantees as to the quality, suitability, truth, accuracy or completeness of any of the content contained on the Platform or any product or service that the Platform connects to.
b) You warrant to Provider that you: (a) have the full right, power and authority to enter into these Terms on behalf of yourself or the legal entity you are acting for and to undertake to perform the acts required of you hereunder; (b) the execution of these Terms by you, and the performance by you of your obligations and duties to the extent set forth in these Terms, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; (c) when accepted (see section 1) or executed and delivered by you, these Terms will constitute a legal, valid and binding obligation on you, enforceable against you in accordance with the representations, warranties, terms and conditions; and (d) you will comply with all applicable laws related to the use and installation of the Platform and the performance of your obligations under these Terms.
c) Provider furthermore makes no warranty or condition that: (i) the products or services will meet your requirements, (ii) the Platform or services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Platform and its services will be accurate or reliable, (iv) the quality of any Platform Contents, services, information, or other material obtained by you through the Platform will meet your expectations, or (v) any errors in the Platform or services will be corrected.
d) Your use of the Platform is at your sole risk. The Platform as well as any services or content provided therein are provided “with all faults,” and is for commercial use only. Any material downloaded or otherwise obtained through the use of the Platform occurs at your own discretion and risk and you are solely responsible for any damage to your computer system, loss of data or infringement that results from the download of any such material, including any damages resulting from computer viruses.
e) No advice or information, whether oral or written, obtained by you through the Platform will create any warranty or condition not expressly stated in these terms.
14. LIMITATION OF LIABILITY
a) Notwithstanding the warranty provisions set forth in these Terms, all of the obligations of Provider regarding warranties shall be contingent on your use of the Platform in accordance with these Terms, as these Terms may be amended, supplemented, or modified by Provider from time-to-time. Provider shall have no warranty obligations regarding any failures of the Platform, which are the result of accident, abuse, misapplication, extreme power surge or extreme electromagnetic field.
b) YOU ACKNOWLEDGE AND AGREE THAT GRANTING YOU WITH ACCESS TO THE PLATFORM DOES NOT INCLUDE ANY RESPONSIBILITY OR LIABILITY OF Provider or THE ASSUMPTION BY Provider OF THE RISK OF your OR ANY THIRD PARTY’S INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR LOST DATA) WHICH MAY ARISE IN CONNECTION WITH your USE OF THE PLATFORM. ACCORDINGLY, YOU HEREBY AGREE, THAT PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOST SAVINGS OR LOSS OF REVENUES ARISING FROM YOUR USE OF THE PLATFORM, EVEN IF PROVIDER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY SHALL APPLY TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE. IT IS AGREED THAT PROVIDER’S LIABILITY FOR SLIGHT or simple NEGLIGENCE SHALL MUTUALLY BE EXCLUDED, HOWEVER SUBJECT TO THE LIMITATIONS BELOW OR GIVEN BY THE APPLICABLE LAWS. Provider’s LIABILITY IN CONNECTION WITH These terms AND THE USE OF THE PLATFORM FOR ANY DAMAGES RESULTING FROM NEGLIGENCE OR GROSS NEGLIGENCE SHALL BE LIMITED TO THE AMOUNT OF THE TYPICAL AND FORSEEABLE DAMAGE. SUCH LIABILITY HOWEVER, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT or equivalent OF US$ 100. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. You ACKNOWLEDGE THAT this limit REFLECTs THE ALLOCATION OF RISK SET FORTH IN THese Terms AND THAT Provider WOULD NOT HAVE accepted your request for access to the platform WITHOUT THESE LIMITATIONS ON its LIABILITY.
c) Nothing in these Terms shall be deemed to exclude or limit either party’s liability with respect to mandatory liability according to the applicable law. In any case, the party’s liability hereunder shall be limited to the minimum required by the applicable law.
15. GENERAL
a) These Terms and your use of the Platform shall be governed by the laws of Germany and the place of jurisdiction are the applicable courts located in Cologne / Germany, if you are a legal entity. The provisions of the U.N. Convention on Contracts for the International Sale of Goods are hereby mutually disclaimed.
b) All notices, requests, and demands expressly contemplated by or related to these Terms or your use of the Platform shall be made in writing and shall be deemed to have been duly given: (I) when hand-delivered to the addressee; (II) when provably transmitted by facsimile or e-mail (both with confirmation of receipt); (III) one business day after being given to an overnight courier with a reliable system for tracking delivery; or (IV) three business days after the day of mailing, when mailed by registered or certified mail, return receipt requested, postage prepaid.
c) All notices to Provider shall be sent to address set forth at the beginning of these Terms and all notices to you will be sent to the address specified in your Platform account. Each Party shall promptly notify the other Party in writing, as provided in these Terms, of a change of address or designated representative.
d) You agree that you shall not, directly or indirectly, use, sublicense, publicize or resell any items provided to you through the Platform, access the Platform, or otherwise engage in any dealing or transaction, directly or indirectly, with or involving any country or region or any person if such use, installation, sublicense or resale of such items would be prohibited for any U.S. or EU citizen by virtue of any applicable law. The foregoing commitments shall apply with respect to, without limitation, any individual or organization on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, the Consolidated Screening List, the SECO list or the Consolidated European Sanctions and Embargoes List or deal with any other individual who or organization that is the subject of a U.S. or EU legal measure that provides for sanctions blocking the property.
e) No waiver by you or Provider (collectively the ”Parties”) will be effective unless documented in writing, signed by an authorized representative of the Party against which enforcement of the waiver is sought. The failure of either Party to insist upon strict performance of any of the terms or provisions of these Terms, or the exercise of any option, right, or remedy contained in it, shall not be construed as a waiver of any future application of such term, provision, option, right, or remedy, and such term, provision, option, right, or remedy shall continue and remain in full force and effect.
f) If a court of competent jurisdiction finds any provision of the Terms to be invalid, the Parties agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or the Terms must be filed within one year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.
g) The Parties shall be independent contractors under these Terms. Nothing in these Terms or in the conduct of the Parties shall be interpreted or construed as creating or establishing any relationship between the Parties other than that of independent contractors.
h) Either party’s non-performance hereunder will be excused, to the extent reasonably necessary, in the event that an act of God, war, civil unrest, fire, explosion, or other force majeure event that occurs without the fault or negligence of the non-performing party prevents timely performance under these Terms, provided that such failure to perform or delay could not have been prevented through the use of reasonable precautions, and such failure to perform or delay cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work-around plans, or other means. The affected party will promptly notify the other party of the circumstances causing its failure to perform or delay. For as long as such circumstances prevail, the party whose performance is delayed or hindered will continue to use all commercially reasonable efforts to commence or resume performance without delay.
