Terms and Conditions

1. Scope and Version

1. These general terms and conditions (hereinafter "Terms") set out the basis of the business relationship between HORAiZON GmbH, located at Am Brückentor 37, 40764 Langenfeld, Germany (hereinafter "HORAiZON") and its customers. These provisions apply to customers who wish to use the software products (currently "HORAiZON ONE") on the website horaizon.one or app.horaizon.one (hereinafter "Website") in the area of Amazon advertising automation and pricing.
2. In addition, the data protection provisions apply, which can be viewed at: https://horaizon.one/datenschutzerklaerung/
3. The version of the Terms valid at the time of conclusion of the contract is decisive.

2. Subject Matter of the Contract and Scope of Services

1. The scope and content of the contract are based on the specific conditions for HORAiZON's services as defined in Part B.
2. HORAiZON reserves the right to make reasonable adjustments to the content or functions of the services (e.g. through updates or changes). In addition, HORAiZON is entitled to have parts of or the entire range of services provided by third parties, in particular by subcontractors.

3. Registration, Requirements and Conclusion of Contract

1. Full use of the services requires registration as well as the conclusion of a corresponding service agreement. Registration takes place by setting up an account on the Website and accepting these Terms. Registration is free of charge.
2. During registration, the customer must provide a valid email address and create a password. By submitting the completed registration form, the customer creates a user account ("Account") and submits an offer to conclude a contract for the use of the Website. If this offer is accepted by HORAiZON by means of a confirmation email and the customer confirms their registration by clicking on the link contained in the email (double opt-in), a usage agreement is concluded between the customer and HORAiZON. Registrations not confirmed within one week may be deleted by HORAiZON.
3. Conclusion of contracts is reserved exclusively for entrepreneurs within the meaning of Section 14 (1) of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity who, when concluding a legal transaction, are acting in the exercise of their commercial or independent professional activity. The conclusion of a contract is only permitted for natural and legal persons with full legal capacity and is only permissible for actions in their own name and on their own account. For legal persons, the conclusion of a contract may only be carried out by legal representatives or other authorized persons. Customers must either have reached the age of 18 or provide the consent of their legal representatives to conclude the contract.
4. There is no entitlement to the conclusion of a usage agreement or any other contract. HORAiZON reserves the right to reject registrations and the conclusion of contracts without stating reasons.
5. The customer is obliged to provide all data required at the time of conclusion of the contract correctly and completely. This also applies to data requested during the provision of the services. If this data subsequently changes, the customer is obliged to update their data immediately. HORAiZON has the right to verify this data on a case-by-case basis and may request further information from the customer. Upon a corresponding request by HORAiZON, the customer must confirm the accuracy of their data.

4. Payment Terms

1. The specific provisions for individual services are set out in Part B.
2. Additional costs may arise from third parties in connection with the use of the automation services (e.g. for the use of telecommunications networks). HORAiZON has no influence over these costs.
3. The remuneration owed by the customer can only be paid via the payment methods supported by HORAiZON. The available payment methods are listed on the Website. HORAiZON reserves the right to exclude certain payment methods for selected customers if there are legitimate grounds for payment defaults or insufficient account coverage.
4. All prices are exclusive of statutory value added tax.

5. Confidentiality

1. The customer is obliged to keep their login data, passwords, etc. confidential and not to pass them on to unauthorized third parties. They must log out after each use. Declarations and actions made after a login using the customer's access data may be attributed to the customer, even if they have no knowledge of them. Attribution occurs in particular if the customer has, intentionally or negligently, provided third parties (including family members) with access to their password or account. The customer is obliged to inform HORAiZON immediately as soon as they become aware that unauthorized third parties have gained knowledge of their access data.
2. In the event of a justified suspicion that access data has become known to unauthorized third parties, HORAiZON is entitled, but not obliged, to change the access data on its own or to block the use of the account. HORAiZON will inform the customer of this without delay and, upon request, will provide new access data within a reasonable period. There is no entitlement to the restoration of the original access data.

6. Grant of Usage Rights in Customer Content

1. The customer grants HORAiZON a non-exclusive usage right, unrestricted in time, territory and content, to all content posted by them on the Website or contained within the scope of the Amazon ID (e.g. logos, images, videos, texts) (hereinafter "Customer Content") in order to provide the services. This includes in particular rights to reproduce, use, operate, copy, publicly perform or display, distribute, modify, translate and create derivative works, as well as editing rights. HORAiZON is entitled to technically edit the Customer Content so that it can be appropriately displayed on mobile devices or in third-party services and software applications.
2. The granted license ends as soon as the customer deletes their Customer Content or their account.
3. The customer warrants that they are the lawful holder of the transferred rights and is entitled to grant these rights to HORAiZON. Furthermore, the customer warrants that the Customer Content does not infringe any rights of third parties, in particular no trademark, competition, copyright, property or personality rights.

7. Usage Rights for Custom Functions

Upon request, HORAiZON offers customers individual development services for tailor-made functions within the services. HORAiZON grants the customer a non-exclusive, worldwide usage right, limited to the term of the usage agreement, in these development services, exclusively for use within the services.

8. Availability

1. HORAiZON guarantees an availability of the services of 95% on a quarterly average. Excluded from this are downtimes that are not attributable to fault on the part of HORAiZON, such as attacks on the systems by third parties, non-culpable hardware failures, force majeure and the related unforeseeable maintenance work, as well as scheduled maintenance periods. Maintenance work or disruptions may result in restrictions or interruptions of usage possibilities, as well as possible data losses.
2. The services are provided exclusively on the Website and in the web-based HORAiZON ONE tool (app.horaizon.one). Errors or disruptions outside HORAiZON's sphere of influence, such as the functionality of APIs of e.g. Amazon, or the provision of correct parameters by the customer, do not fall within HORAiZON's obligation to perform. The customer remains obliged to pay the corresponding remuneration even in the case of disruptions outside HORAiZON's sphere of influence.
3. It is incumbent upon the customer to create, maintain, operate and, if necessary, update the hardware and software environment required for the use of the services. The requirements necessary for the use of the services can be viewed at any time in the FAQ on the Website.

9. Term and Termination of the Usage Agreement

1. The usage agreement may, subject to the following sentence, be terminated by either party at any time with a notice period of 14 days to the end of the month. If, prior to the termination of the usage agreement, the customer has concluded a contract for the services in accordance with the provisions of Part B, the termination does not take effect until these contracts have been fully performed, cancelled or otherwise terminated. In the event of termination, the account remains in place for as long as is necessary to process concluded contracts.
2. The notice periods for the services are governed by the provisions of Part B.
3. Irrespective of the foregoing provision, HORAiZON may terminate subscriptions without observing a notice period if the customer is in default with the payment of the remuneration, or of a not insignificant portion of the remuneration, for one month (4 weeks), or owes an amount over a period of more than 4 weeks corresponding to the remuneration for one month.
4. The right to extraordinary termination for good cause remains unaffected for both parties.
5. A button is available in the user area of the software for declarations of termination.

10. Processing After Termination

After termination of the usage agreement, the personal data stored by the customer and their account will be deleted by HORAiZON. In the event of termination by HORAiZON, the customer is granted a period of at least two weeks to inspect and, if necessary, back up their stored data. Should HORAiZON not be permitted to delete certain data for legal or other reasons, HORAiZON may instead block it. The data will be deleted as soon as the legal authority to do so no longer applies.

11. Warranty

Unless otherwise agreed in Part B or elsewhere, the statutory warranty law for defects applies.

12. Limitations of Liability

1. HORAiZON is liable only for intent or gross negligence, both on the part of its own employees and of vicarious agents. However, in the event of default by HORAiZON, in the event of impossibility of performance for which HORAiZON is responsible, and in the event of a breach of material contractual obligations, HORAiZON is liable for any culpable conduct of these parties. Material contractual obligations are obligations whose fulfilment is indispensable for the proper performance of the contract and on whose compliance the customer may rely.
2. Except in the case of intent or gross negligence, HORAiZON's liability is limited to foreseeable, typically occurring damages.
3. The aforementioned exclusions and limitations of liability do not apply in the case of the assumption of express guarantees, claims due to the absence of warranted characteristics, for damages arising from injury to life, body or health, or in the case of mandatory statutory provisions. Likewise, the limitations of liability in the event of default by HORAiZON do not apply to claims for default interest, the default lump sum pursuant to Section 288 (5) BGB, or compensation for default damage that is based on the costs of legal prosecution.
4. Claims under the Product Liability Act remain unaffected by these provisions.
5. HORAiZON is not liable for goals that are not achieved which are set by the customer as objectives in the form of strategies or other functions.

13. Assignment of Claims

1. The customer may assign claims arising from the business relationship with HORAiZON only with the prior written consent of HORAiZON; Section 354a of the German Commercial Code (HGB) remains unaffected.
2. Without a special agreement in an individual case, no party may set off claims against claims of another party under this agreement or assert a right of retention, unless the claims are due, undisputed, or recognized by the other party or legally established. This restriction does not apply to mutually interdependent claims.

14. Language, Contract Text, Applicable Law, Exclusion of Third-Party Terms, Place of Jurisdiction

1. The contract language is German. In the event of differing interpretations of the German- and English-language texts of these Terms, the German version is authoritative.
2. The contract text of the usage agreement, as well as the texts of the subscriptions and other contracts, are accessible to the customer on the Website in their current version. These texts are also sent to the customer by email and can thus be saved or printed out by them.
3. These Terms and the contracts governed therein are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
4. The application of the customer's general terms of business or contract is expressly excluded. This also applies if HORAiZON has not expressly objected to the customer's terms and/or has provided services without objection.
5. HORAiZON's registered office is the exclusive place of jurisdiction for all legal disputes arising out of or in connection with these Terms. In addition, the statutory places of jurisdiction apply.
6. Vis-à-vis entrepreneurs within the meaning of Section 14 (1) BGB, HORAiZON's registered office is the place of performance.

15. Amendment of These Terms, Severability Clause

1. Amendments to these Terms must be made in text form. There are no oral side agreements.
2. HORAiZON reserves the right to amend these Terms at any time without stating reasons, unless an amendment is unreasonable for the customer. The customer will be informed of amendments to the Terms immediately by email. If the customer does not object within a period of four weeks after receipt of the amended Terms, these are deemed to be accepted. HORAiZON will point out this period and its significance in the announcement email.
3. Should any provision of these Terms be invalid, the remaining provisions remain unaffected. The invalid provision is deemed to be replaced by one that comes closest economically, in a legally effective manner, to the sense and purpose of the invalid provision. The same applies to any gaps in the provisions.

1. Description of the Service

1. By means of a time-limited provision of its software (known as Software as a Service, SaaS), HORAiZON enables the customer to design, control and analyze advertising and/or repricing activities on the Amazon platform. The scope of use of these automation services is defined by the customer's choice among various subscription options, as set out in the service description current at the time of conclusion of the contract.
2. HORAiZON ONE adjusts and analyzes the customer's advertising and repricing measures on the Amazon platform, based on the customer's input. Responsibility for the accuracy, legality, currency and appropriateness of the data and information entered by the customer lies with the customer. HORAiZON ONE does not undertake any review of this customer input with regard to its completeness or suitability for a specific or contractually defined purpose.

2. Booking Process for Automation Services

1. After their successful registration in accordance with Part A.3.b, customers have the option to use the automation services free of charge for a 15-day trial period. After this period has expired, the services are only available within the scope of a paid subscription.
2. The legally valid conclusion of a subscription for the automation services takes place as follows:
   1. The presentation of the subscriptions on the Website is an invitation to submit an offer.
   2. To conclude a subscription, the customer must completely fill out the order form provided on the Website.
   3. After submitting the order, the customer submits a binding offer to conclude a subscription subject to the Terms.
   4. HORAiZON confirms receipt of this offer without delay.
   5. Acceptance of the offer by HORAiZON takes place either in writing or by activating the services for the customer.

3. Booking of Additional Services (Add-Ons)

1. Customers can add additional services to their subscription on a one-time or permanent basis. The process for this corresponds to the procedure described in Part B.2.b.
2. The scope of the additional services is determined by the service description valid on the Website at the time of conclusion of the contract, as well as by agreements between the parties.

4. Prices and Payment Terms

1. Both the automation services and the add-ons are paid offerings.
2. The pricing for the automation services and the add-ons is governed by the price list valid at the time of conclusion of the contract.
3. The remuneration to be paid by the customer is due in each case at the beginning of the booking period and is payable in advance.

5. Term and Termination of Subscriptions

1. The term of the subscription for the automation services is determined in the service description and can be either monthly or annual.
2. The subscription can be terminated as follows:
   1. For a monthly term, with a notice period of 14 days to the end of the term month.
   2. For an annual term, with a notice period of 30 days to the end of the term year.
3. For add-ons that constitute recurring services, the term is governed by that of the main subscription and ends with its termination. Alternatively, an add-on may be terminated separately under the same conditions as the main subscription.

6. Exclusion of Warranty

HORAiZON expressly excludes statutory liability for defects that are already present at the time of conclusion of the contract, unless otherwise regulated in Part A.12. This relates to lease-related and similar usage relationships pursuant to Section 536a (1) Alt. 1 BGB.

7. Services for Large Customers (Enterprise Services)

1. Upon request, HORAiZON offers the possibility of entering into individual agreements with large customers.
2. Special conditions apply to the conclusion of contracts with enterprise customers:
   1. The contract is concluded exclusively via a personalized order form that HORAiZON makes available to the customer.
   2. This form makes it possible to enter into individual agreements that may deviate from the provisions set out in Parts B.2.a, 3, 4.b, 4.c, 5.b and 5.c. In the absence of such individual agreements, the aforementioned sections apply accordingly.
   3. By submitting the completed order form, the customer submits a binding offer to conclude a subscription under the conditions specified in the form.
   4. Confirmation of receipt of the offer is provided immediately by HORAiZON.
   5. Acceptance of the offer by HORAiZON may take place either in writing or by the provision of the automation services to the customer.