Section 1 – Scope
1.1. These General Terms and Conditions apply to all, including future services of Echobot Media Technologies GmbH (hereinafter referred to as “Echobot”), in relation to the provision of services, the production of software and the operation of portals and Internet services (“Echobot Services”). They regulate the contractual relationship between Echobot and the natural and legal persons (hereinafter referred to as “User”) who use Echobot Services, either manually or through automated systems.
1.2. The services of Echobot are exclusively intended for entrepreneurs within the meaning of § 14 BGB, i.e. natural or legal persons or legal partnerships. Only these are Users within the meaning of these Terms and Conditions. Echobot rejects the conclusion of contracts with consumers. The User declares at the conclusion of the contract that his use can primarily be attributed to his commercial or independent professional activity.
1.3. “Customers” within the meaning of these Terms and Conditions are understood as all Users who enter or have entered a paid or free contractual relationship with Echobot, the content of which is the use of the Echobot Services.
1.4. The employees of Echobot are only authorized to deviate from these Terms and Conditions, to make additional agreements or to give individual guarantee commit-ments or assurances, if these were stated in written form in the order confirmation and have been confirmed by an expressly authorized person or by virtue of his position, by a mandate or general authority.
1.5. Deviating Terms and Conditions or Terms and Conditions of purchase of the User are only valid if Echobot has separately acknowledged them in written form. In the event of a conflict, they shall be regarded as subordinated to these General Terms and Conditions.
Section 2 – Purpose
2.1. The business purpose of Echobot is primarily the provision of a search engine and additional (online-) software and services for processing and analysis of search results. The search engine is designed to find, process and evaluate articles, news, opinions and comments, as well as company information, address and contact data (hereinafter collectively referred to as “results”), and their respective modifications and updates.
2.2. Web pages, interfaces of various platforms (e.g. from social media), as well as databases and various search services of partner companies are addressed as “Sources”, (see section 3.4.).
2.3. Such content is mainly processed and delivered that is freely available to the public but is also sourced from partners and can be legally protected. All are provided via the so-called “Echobot index”.
2.5. Echobot is processing data on its own accord. Echobot explicitly rejects commiss-ioned processing of personal data provided by the user. In General, all Echobot tools are usable without the need for a controller-processor relationship. Excluded are data from user logins, report or invoice recipients, which are necessary for direct order fulfillment (see also section 4.4). If an additional contract for processing data is necessary for a specific application, Echobot will point this out.
2.6. Users are accessing Echobot services through its digital software and index by means of specific search terms and queries related to subjects, companies, people, products, events, mentions, changes or signals. Results returned from the index will be used for commercial activity.
2.7. The common use of results is within the legally permissible framework and is aimed at the User’s own information within their company. Further use may also be intended by the User but will then be subject to additional Terms and Conditions (for example, in the case of purchase of article licenses for a full-text press review).
2.8. If the offered services are supplemented by additional third-party services, Echobot shall obtain the User’s consent to any additional necessary contractual Terms and Conditions prior to activation of the additional services.
Section 3 – Scope of service
3.1. Echobot grants the User a non-exclusive usage license to use the Echobot Software and services in accordance with the contractual agreements which is limited to the duration of the contract. In particular, the type, number and scope of access options are restricted. The resale, transfer or leasing of the granted licenses for use is only permitted with the prior written consent of Echobot.
3.2. For this purpose, the User is provided with a secure working environment, that can be called up via the Internet and can be accessed by entering a login + password combination. Other compatible interfaces may be used through their available authorization methods.
3.3. In this working environment, Echobot operates the software, index and search technology, which manually or automatically executes queries according to the User’s configuration. The system selects and filters the results according to defined criteria, displays and retrieves them in an appropriate form.
3.4. The size and composition of the underlying source database, as well as the selection of all connected platforms and third-party databases (hereinafter jointly referred to as “Sources”) are subject to the discretion of Echobot. To ensure the topicality and effectiveness of its services, Echobot reserves the right to expand, modify or supplement the Sources at any time. The User can view the current status, suggest additional Sources or query their processing status. However, for technical and legal reasons, there is no right of the User to claim that certain Sources are fully covered or processed.
3.5. The frequency and extent of retrieval and processing of individual Sources, as well as the collection of the content in the Echobot index is designed to provide the best-possible coverage and freshness and is based on the best knowledge and business practice of Echobot systems. There is no claim to customization of these procedures.
3.6. In individual cases, Echobot is entitled to reject specific queries or search orders, if these are not executable or unreasonable for technical or legal reasons. In these cases, Echobot will inform the User in an appropriate form. The User can make its own changes to his search queries or orders via the software.
3.7. The delivered Results originate from a variety of different and constantly changing third-party sources. Therefore, Echobot takes responsibility neither of the completeness nor correctness of the content of the search results nor the correctness of the specific representation. Echobot expressly does not appropriate contents or statements from any Results as its own, even if the results are presented with the layouts of the Echobot Services, for design reasons.
3.8. The User confirms that he understands that the delivered Results are processed automatically without any prior checks by Echobot due to the volume and speed of processing. The User acknowledges that the Results may contain incorrect, harmful, illegal, offensive or otherwise inappropriate or unsuitable texts, images or works. The User will not consider this fact to be a defect and will not take legal actions, e.g. due to consequential damages against Echobot.
3.9. Echobot provides the contractually owed services 365/366 days a year and ensures that during operating times its services reaches 99% accessibility on an annual average. Excluded from operating time is the time slot between 0:00 and 4:00 a.m. (Berlin) at night, when maintenance, backup or update operations can be performed, as well as time for other maintenance activities, if such time slots have been announced up to 24 hours before and do not last for longer than six hours. All operational disruptions, that are beyond the control of Echobot (e.g. force majeure, third-party faults etc.), are also excluded from the operating times.
3.10. Technical data, specifications and performance specifications in public statements, particularly in advertising materials, are not to be understood as such quality specifications of the Echobot products in the contractual sense.
Section 4 – Duties of the User
4.1. After the setup of a working environment for the User, he shall be responsible for the confidentiality of his authentication credentials, such as logins, passwords, tokens or API keys (collectively “Access Data”). He will not pass these on to third parties and in particular bears the responsibility for any misuse conducted by the Access Data assigned to him.
4.2. The User also will respect these Terms and Conditions while using Echobot Services and apply the customary care. This means in particular:
- not to exploit program errors to gain an advantage, but to immediately report those to Echobot.
- not to manipulate the service or its infrastructure.
- not use the service for illegal or obviously illicit purposes.
- not to spread viruses, worms or other malicious code using the service.
- not to crawl or extract Echobot index and database via automated scripts/ queries (scraping), except if such access is explicitly part of the contractual agreement and is done via official interfaces designed for such a purpose.
- not attempting to gain access to profile and personal data from other Users or otherwise jeopardize privacy.
- not intentionally mislead other Users of Echobot Services.
4.3. If there is evidence or serious suspicion that a User has committed a breach of sections 4.1. or 4.2., Echobot may, with immediate effect, exclude the User from using its services until the matter has been finally resolved.
4.5. Search queries and requests sent to Echobot can also be subscribed to via e-mail. The User agrees to use this option only with respect to e-mail recipients whose explicit Opt-In he has previously obtained.
4.6. The User is granted the possibility to configure his queries, filters and thus determine the composition of his Result himself. He is therefore obligated to customize and regularly check his configuration himself. If he realizes that the results do not meet his requirements, he will promptly ask the Echobot staff for assistance. The parties agree that an incorrect or inadequate configuration of the queries does not constitute a defect in quality or performance of Echobot services.
Section 5 – rights and obligations
5.1. Results delivered by Echobot (especially excerpts of news and articles) do not come with additional rights attached. Any action by the User to copy, reproduce, disseminate or make available excerpts, images, etc. (regardless of the medium) are only allowed to the extent permitted by law, in accordance with corresponding statutory provisions (e.g. according to §53 of German “UrhG”) or based upon a separate agreement with the respective author.
5.2. The following provisions in paragraphs 5.3.-5.9. apply only to Users of “CONNECT”, “TARGET”, “DATACARE” and “API””:
5.3. Echobot collects, processes and uses companies’ e-mail addresses, features and contact information as part of the Echobot products. Similarly, personal data is collected and processed if the person did publish such data in the context of their self-employed or dependent business activity (e.g. by informing their business telephone number on a company’s website, their business e-mail address or identifying their role in the company). The collection of this information (in the following “Address and contact data”), as well as transferring it to the User takes place in accordance with the specifications of GDPR and German BDSG.
5.4. The User guarantees to only use data provided by Echobot within the legally permissible boundaries and according to the intended purpose of the Echobot offer. Any other use is only permitted if the User has previously explicitly obtained the necessary consent of the recipient (for example by an additional “double-opt-in”). Echobot advises the User that the sole delivery of Address and contact data does not entail such consent. In that regard, the User is responsible for the legal admissibility of his further actions regarding given data protection and competition law aspects. Echobot is not responsible for the supplied data to be suitable for the purpose intended by the User.
5.5. Echobot grants the User a simple, non-transferable right to use its databases and software. The User is not entitled to rent or sell Echobots address and contact databases to third parties. A transfer to affiliated companies or service providers is only permitted if they act as vicarious agents of the User and such possible use is limited in a suitable form by access, location and the timeframe of the project.
5.6. If the user of Echobot provides his own contact or address data (e.g. for the purpose of updating or enrichment), he hereby grants Echobot a right to use, copy and to reconcile this data with Echobots data without any restrictions in terms of time and location. The User understands that this “reconciliation” may be a prerequisite for the contractual operation of certain services of the Echobot product. The regulations of Section 2.5 apply.
5.8. The User acknowledges that the results, contact details and derived information such as “features” (e.g. information on industry codes, company size, etc.), “technologies” (e.g. statements that a company uses a specific software) or “signals” (e.g. the statement that a company had a change of management) are automatically determined by algorithms and therefore do not qualify for claims regarding correctness or completeness of the Results or correctness of the content.
5.9. As part of the contract, the User will be able to access, download, export, subscribe to or sync single or multiple data records at once. Depending on the Users selected data plan such “activations” will be either free (flatrate), counted against a pre-paid quota (volume) or charged on a per record basis (fee-based). The customer will therefore only grant those Users access to the system who are entitled to trigger chargeable actions or have this function restricted by Echobot on conclusion of the contract. Each activation of a company is valid for twelve months but may expire prematurely if the customers contract term ends earlier.
5.11. If an infringement of third-party rights occurs as a consequence of an infringement of the regulations referred to in subsection 5.1. to 5.10., the User exempts Echobot from all third-party claims resulting from this. The reimbursable costs also include the appropriate costs of legal defense, which Echobot may incur from the defense of third-party claims. However, Echobot shall inform the User at once about legal defense measures to be performed. In such disputes with third parties, Echobot may only conclude settlements after consultation with the User. Otherwise, Echobot shall bear all costs of the dispute itself.
Section 6 – Order, pricing & subscription
6.1. A contractual relationship with the User is concluded by written or electronic transmission of an order to Echobot or by telephone agreement with an Echobot account manager. The order shall be considered as confirmed, if the User does not immediately contradict the written confirmation sent by Echobot or if he starts using the products or services.
6.2. Applicable fees are those valid at the time of the conclusion of the contract and made known to the User from either the current price list, a specific offer send to the user or an offer listed on the Echobot website. All prices are in Euro plus VAT.
6.3. The minimum subscription term of an Echobot contract, unless otherwise stated in the order confirmation, is twenty-four months. The fees for each service period, unless explicitly agreed otherwise, are always due in full for the entire term in advance. Invoicing takes place at the beginning of the term and is usually payable by the User within 10 days of receipt of the invoice. Echobot shall have no right to charge any other fees than those indicated on the order confirmation without Customers prior written consent.
6.4. Orders are binding and not transferable to other companies. If the Customer and the User differ (for example, if an agency places an order on behalf of a Customer), both addresses must be named so that a different billing address can be used.
6.5. The User commits himself to enter all information truthfully and completely when placing the order. Echobot must be informed immediately of any subsequent changes to the address or contact person. Echobot undertakes to provide the User with the agreed services from the beginning of the agreed term.
6.6. All contracts are automatically renewed after the end of the term, unless a cancellation has been made up to three business days before the end of the term or if it has been agreed otherwise in writing. Decisive for the effectiveness and timeliness of termination is the receipt of the cancellation statement by Echobot.
6.7. If a contractual relationship with a Customer is extended beyond the initial term, Echobot shall subsequently be authorized to use the name and logo of the Customer as a reference. Prior to initial use as a reference, Echobot shall point out this circumstance to the Customer again separately. This consent may be revoked by the Customer at any time (also already directly after conclusion of the contract). A simple reference, e.g. via email, is enough.
Section 7 – Software error classes
7.1. Echobot will start resolving any errors and failures of its service within the “response time” and correct the errors within the “removal time”. The response time is considered to be the time period during duty [Monday through Friday, 9 am to 6 pm, excluding national holidays] from the time of receiving the complaint until the expiration, of which Echobot has informed the User.
7.2. An error of class 1 shall be an error that prevents the use of the service so that substantial parts contract cannot be fulfilled. An error of class 2 shall be an error that seriously hinders the use of the service, i.e. the use of the service is only possible with considerable effort or an unreasonable risk. In the case of errors of class 1 or 2 Echobot will begin within 10 hours from the notification according to Section 7.1. with the resolution and correct the error in a reasonable time.
7.3. Other errors shall be considered as class 3 if they do not significantly affect the use of the service. In these cases, Echobot will begin within a reasonable time with the resolution and resolve the errors as soon as Echobots internal processes (such as the next update of the Echobot software) allow for efficient resolving.
7.4. An error can be placed in a lower category after partial repair or after showing of a workaround.
7.5. Given an error the User may notify Echobot verbally (via email or phone). However, no claims for defects can be asserted if the error has not been reported in written form at the latest on the next business day. The User must describe the facts alleged to be a mistake as detailed as possible and also provide the error message.
Section 8 – Liability
8.1. Echobot is only liable to the User for intentional or negligent damages. This does not apply if essential obligations of the contract are violated by Echobot. Significant contractual obligations are those whose fulfilment enables the proper execution of the contract in the first place and the compliance of which the other party regularly relies and can rely.
8.2. In the event of slight negligence, neither party shall be liable for financial loss in the case of indirect damage, consequential damage, unforeseen damage or untypical damage or loss of profit.
8.3. A legally prescribed no-fault liability of Echobot – in particular a liability according to the Product Liability Act and a statutory guarantee liability – remains unaffected by the aforementioned liability restrictions. The same applies to the liability of Echobot for culpable injury to life, limb or health.
8.4. The limitations of liability or exclusions according to sections 8.1.-8.3. also apply to the personal liability of employees, representatives, associates and vicarious agents of Echobot.
Section 9 – Operation, Billing & Third Parties
9.1. Echobot is entitled to perform agreed contractual services by instructing third parties, in particular companies affiliated with Echobot. In this case Echobot will make sure to enforce appropriate confidentiality and data protection regulations upon the contractor.
9.2. Furthermore, Echobot is entitled to assign its own claims under the contract to third parties, in particular to affiliated companies, or to authorize third parties to assert their claims in their own name.
9.3. The User is only permitted to offset claims of Echobot with undisputed or legally established claims. The User may only assert a right of retention in cases of undisputed or legally established claims.
Section 10 – Change of the Terms and Conditions
10.1. In case of any changes to this General Terms and Conditions, the respective new version shall replace the old version for the contractual relationship automatically within two months after Echobot notifies the User in writing. The User shall obtain the right to object the change within a one-month period after receiving the change notification. If the User does not object, the new version shall be regarded as accepted by the User. If an objection occurs, the contract will be continued using the old version of this terms. The right of the contracting parties to terminate the contract shall remain unaffected.
Section 11 – Final provisions
11.1. For the contractual relationship, the law of the Federal Republic of Germany under exclusion of the UN Sales Convention shall apply.
11.2. The place of performance for all rights and duties under this contract is Karlsruhe, Germany unless specified otherwise.
11.3. If the User is a merchant, a legal entity under public law or a public special fund within the meaning of German § 38 ZPO or, after conclusion of the contract, User’s residence, habitual residence or registered office relocated abroad or is not known, the exclusive place of jurisdiction is Karlsruhe.
11.4. Changes, terminations and additions to Echobot contracts must be in writing (e-mail or fax, for example); this also applies to a waiver of this written form requirement. Verbal collateral agreements were not made.
11.5. The nullity or invalidity of individual provisions of these General Terms and Conditions shall not affect the validity of the remaining provisions.