Terms of Use

Thank you for using vizrm. These Terms of Use (the "Terms") describe the terms and conditions governing the use of the vizrm web application available at app.vizrm.com, the vizrm browser extension, and all related content, products, and services delivered through them (together "the Service").

The Terms include the documents referred to in them - in particular our App Privacy Policy and our Data Processing Agreement (DPA) - and any future modifications thereof. The Terms supersede any prior agreements between you and us (including, but not limited to, any prior versions of the Terms).

When accepted (as defined below), the Terms form a legally binding contract between you (herein referred to as "Customer") and CodeBriada UG (haftungsbeschränkt) (herein referred to as "CodeBriada"). If you enter into the Terms on behalf of an organization, you represent that you have the legal authority to bind that organization to the Terms (in which case the organization you are representing shall be referred to as "Customer" hereinafter).

The Service is directed exclusively at businesses. It may only be used by entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), i.e. natural or legal persons acting in the exercise of their trade, business, or profession, and not by consumers.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, OR OTHERWISE USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

Changes to the Terms and the Service

We may change these Terms, the Service (including adding, modifying, or discontinuing features), and our fees. We will notify Customer of material changes to the Terms or of fee changes at least thirty (30) days before they take effect, by e-mail or in-app notice. If Customer does not agree to a material change, Customer may terminate the affected subscription with effect from the date the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the changed Terms. Changes that are purely beneficial to Customer, or required by law, may take effect immediately.

Customer's right to use the Service in compliance with these Terms is limited, non-transferable, and non-exclusive.

Intellectual Property

CodeBriada is the sole and exclusive owner of the Service, including all intellectual property rights therein.

Subject to these Terms and payment of applicable fees, CodeBriada grants Customer a limited, non-exclusive, non-transferable licence to access and use the Service during the subscription term solely for Customer's internal business purposes. Customer shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble the Service, except to the extent such restriction is prohibited by mandatory law (e.g. §§ 69d, 69e of the German Copyright Act); (c) sell, resell, sublicense, rent, lease, or otherwise commercially exploit the Service; or (d) access the Service to build a competing product or service.

Customer retains all right, title, and interest in and to the data and content it submits to or creates in the Service ("Customer Data", as further defined in the DPA). CodeBriada does not claim ownership of Customer Data. Customer grants CodeBriada a limited, non-exclusive licence to process Customer Data solely to the extent necessary to provide the Service in accordance with these Terms and the DPA.

CodeBriada may generate aggregated or anonymized data derived from User Data (as defined in the DPA) and usage of the Service ("Aggregated Data"), provided such Aggregated Data does not identify Customer, its personnel, or any individual. CodeBriada owns all right, title, and interest in Aggregated Data and may use it for analytics, benchmarking, and improving its products and services. For the avoidance of doubt, Aggregated Data is not derived from Customer Data (see Section 3.4 of the DPA).

If Customer provides CodeBriada with any suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), Customer grants CodeBriada a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and exploit such Feedback for any purpose without obligation or compensation to Customer.

Data Protection and the DPA

CodeBriada processes personal data in accordance with applicable data protection law, including the General Data Protection Regulation (GDPR) (EU) 2016/679. The vizrm App Privacy Policy, available on our website, describes how personal data relating to Customer's account holders is collected, processed, and stored in connection with the Service.

Where Customer processes personal data through the Service (in particular CRM data of its own contacts, customers, and prospects), Customer acts as the data controller and CodeBriada acts as its data processor. This processing is governed by the Data Processing Agreement (DPA), which is available on our website, forms an integral part of these Terms, and applies automatically upon acceptance of these Terms - no separate signature is required. In the event of a conflict between these Terms and the DPA with respect to the processing of personal data, the DPA prevails.

Customer is responsible for ensuring that it has a lawful basis under applicable data protection law for the personal data it processes through the Service, and that its use of the Service (including the browser extension) complies with the laws and third-party terms applicable to Customer.

Accounts and Passwords

Customer must provide accurate registration information and keep it up to date. Customer is responsible for the confidentiality and use of its credentials and shall not distribute, transfer, or resell access to the Service to any third party. Customer agrees to notify CodeBriada immediately of any unauthorized use of its account(s). CodeBriada is not liable for losses caused by compromised credentials, except where CodeBriada is responsible for the compromise.

Fees, Billing, and Payment Failure

Fees are billed in advance on a monthly or yearly basis. All fees are charged in EUR unless otherwise stated in a separate order form or invoice. Except where required by mandatory law or expressly stated otherwise in these Terms (e.g. termination following a material change), fees are non-refundable; there are no refunds or credits for partial months, upgrades, downgrades, or unused periods, unless billed in error.

All fees are exclusive of VAT, GST, and other applicable taxes, duties, and levies, which will be added to invoices where required by law. Where the Customer is a business established outside Germany and provides a valid VAT ID, the reverse charge mechanism applies and no VAT will be added to the invoice; the Customer is responsible for accounting for VAT in its own jurisdiction.

We may change fees with at least thirty (30) days' notice as described in "Changes to the Terms and the Service" above. Fee changes take effect at the start of the next billing period following the notice period.

If a payment fails, CodeBriada will notify the Customer and allow a seven (7) day grace period to resolve the issue (e.g. updating payment details or completing payment). If payment is not received within this grace period, CodeBriada may suspend the Customer's access to the account until the outstanding balance is paid. Suspension does not terminate the agreement or waive amounts owed. If payment remains outstanding for thirty (30) days following the original due date, CodeBriada may terminate the account in accordance with the "Cancellation and Termination" section below.

Subscription Term and Renewal

Subscriptions run for the billing period selected by Customer (monthly or yearly) and renew automatically for successive periods of the same length, unless Customer cancels with effect from the end of the current billing period as described in "Cancellation and Termination" below.

The Service will notify Customer of an upcoming renewal approximately seven (7) days before the renewal date, by e-mail or in-app notice. This reminder is provided as a courtesy; non-receipt of the reminder does not affect the renewal or Customer's ability to cancel before the renewal date.

Cancellation and Termination

Customer may cancel its account at any time with effect from the end of the current billing period, using the cancellation mechanism provided in the Service or by written notice confirmed by CodeBriada in text form. Except for amounts already due and payable (including unpaid invoices from a payment failure as described above), Customer will not be charged after cancellation takes effect. There are no charges for the act of cancellation itself.

CodeBriada may terminate the agreement (i) for good cause without notice, in particular in the event of a material or repeated breach of these Terms that is not cured within a reasonable period after notice, or (ii) ordinarily with effect from the end of the current billing period, with at least thirty (30) days' notice. CodeBriada may refuse registrations at its discretion. CodeBriada may suspend access to the Service where necessary to protect the Service, other customers, or third parties, or where required by law.

Upon the effective date of cancellation or termination, Customer's account will be disabled. Where Customer Data constitutes personal data processed by CodeBriada as processor on Customer's behalf, such data will be returned to Customer or deleted, at Customer's choice, in accordance with the DPA, and in any event no later than thirty (30) days after the effective date of cancellation or termination. Other than as set out in the DPA, Customer has no right to recover its account or Customer Data once an account is closed.

Notwithstanding the foregoing, CodeBriada may retain copies of Customer Data to the extent, and for so long as, required by applicable Union or Member State law, and solely for the purpose of complying with that legal obligation.

Availability, Maintenance, and Changes to the App

Unless explicitly stated otherwise, any new features enhancing the Service shall be subject to the Terms. CodeBriada will endeavour to provide a high level of availability, reliability, and security, but does not warrant that use of the Service will be completely uninterrupted, error-free, or secure. CodeBriada may temporarily pause operation of the Service for routine maintenance, fixes, or other changes, and will schedule planned maintenance outside peak usage hours where reasonably practicable.

Customer is responsible for obtaining and maintaining the hardware, software, and internet connectivity needed to access and use the Service, and all charges related thereto.

Warranties

The warranty for defects is governed by the applicable statutory provisions, subject to the following: CodeBriada does not guarantee any specific results from the use of the Service, and no opinion, advice, or statement of CodeBriada or its affiliates, suppliers, agents, or users shall create any warranty not expressly set out in these Terms. Strict liability for defects existing at the time of conclusion of the contract (§ 536a Para. 1, 1st alternative BGB) is excluded.

Customer warrants that it has a lawful basis under applicable data protection law for all personal data it processes through the Service and that its use of the Service complies with applicable law. CodeBriada holds no responsibility for inappropriate or illegitimate use of the Service by Customer or its users.

Limitation of Liability

CodeBriada shall be liable without limitation for damages caused by intent or gross negligence, for injury to life, body, or health, under the German Product Liability Act (Produkthaftungsgesetz), and under any guarantee expressly given by CodeBriada.

In cases of slight negligence, CodeBriada shall be liable only for breaches of material contractual obligations (obligations whose fulfilment is a prerequisite for the proper performance of the contract and on whose fulfilment the Customer regularly relies and may rely - Kardinalpflichten), and such liability shall be limited to the damage typical for this type of contract and foreseeable at the time of conclusion of the contract.

Subject to the foregoing, CodeBriada's total cumulative liability for all claims arising under or related to these Terms or the Service in any contract year shall not exceed the total fees paid by Customer to CodeBriada in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits either party's liability with respect to data subjects' rights under Art. 82 GDPR (see Section 13 of the DPA) or any other liability that cannot be limited under applicable law. The above limitations also apply in favour of CodeBriada's legal representatives and vicarious agents.

Indemnification

Customer will, at its expense, indemnify, defend, and hold CodeBriada harmless from any and all third-party demands, liabilities, claims, or expenses to the extent arising out of Customer's breach of these Terms, Customer's violation of applicable law, or Customer's unlawful use of the Service.

Assignment

Customer may not assign, transfer, or delegate any rights or obligations under these Terms without the prior written consent of CodeBriada. CodeBriada may assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Any purported assignment by Customer in violation of this section shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict-of-law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising under or in connection with these Terms is the court competent for CodeBriada's registered office, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law.

Dispute Resolution

Before commencing any legal proceedings, the parties agree to attempt in good faith to resolve any dispute arising under or related to these Terms through direct negotiation for a period of thirty (30) days following written notice identifying the dispute. If the dispute is not resolved through negotiation within that period, either party may pursue its rights and remedies before the courts of competent jurisdiction as set out in the "Governing Law and Jurisdiction" section above.

Force Majeure

Neither party will be responsible for failure or delay of performance (other than payment obligations) caused by circumstances beyond that party's reasonable control.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. The remaining provisions of these Terms shall continue in full force and effect.