Terms of Service

Software license terms for “Liquify.pro” - Status: 12.01.2024

1. Contractual partner and scope

1. The parties are Halbstark GmbH (hereinafter”Liquify.pro“or”licensors“), Neckarstraße 122, 70190 Stuttgart, HRB 774166, AG Stuttgart, represented by its managing directors Jonas Schäuffelen, Florian Blach and Marvin Blach and the licensee.
2. The licensor has the software “Liquify.pro” (hereinafter only”softwares“), a conversion software for Webflow and Shopify. The software makes it possible to develop Shopify themes with Webflow
3. This contract applies to the use of the software.
4. “Licensees” can only be entrepreneurs within the meaning of Section 14 BGB.
5. These contract terms apply exclusively. The licensee's contractual terms do not apply. Counter-confirmations from the licensee with reference to his own terms and conditions are expressly rejected.

2. Definitions

1. “Provision” means the operational provision of the software, which has taken place when Liquify.pro has provided the licensee with the approval or the required login details.
2. “Update” means the correction/correction of defects as well as the minor improvement and/or adjustment of existing functionalities without adding a functionality.
3. “Upgrade” means the more than just minor improvement and/or adjustment of existing functionalities as well as the addition of new functionalities.
4. “Reverse engineering” means all actions, including observation, testing, investigation and dismantling and, if necessary, reassembling, with the aim of obtaining confidential information within the meaning of Section 15.2 as well as trade secrets.

3. Subject matter of the contract

1. The software is operated by Liquify.pro as a web-based software-as-a-service (SaaS) solution. The subject of the contract is the provision of the software for use via the Internet through access to the Liquify.pro servers or to the servers of a service provider commissioned by us. The licensee is enabled to use the software for his own purposes via an Internet connection during the term of this contract and to store and process data using the software.
2. The subject matter of the contract is based on the following documents:

• this software license agreement (hereinafter”this contract“or”Software license agreement“),
• the offer submitted to the licensee, including a service description,
• the order placed by the licensee,
• the supplement “Technical Requirements”, available at
  https://www.liquify.pro/technical-requirements 
• the data protection information, available at https://www.liquify.pro/legal/privacy-policy
• the order processing agreement, if applicable, to be concluded between Liquify.pro and the licensee.

These regulate the provision of the software by Liquify.pro

4. Product scope

1. The scope of the software results from the offer made to the licensee and the notifications provided in the event of updates.
2. Insofar as third-party services are used, their terms and conditions/contract terms apply, unless otherwise agreed in detail.

5. Liquify.pro rights and obligations

1. Liquify.pro provides the licensee with the software for use at the router output of the data center where the server with the software is located (“transfer point”). The software remains on the server at all times. The computing power required for use and the required storage and data processing space are provided by Liquify.pro. Liquify.pro does not guarantee the data connection between the described transfer point and the Licensee's IT systems.
2. The latest version of the software is provided. There is no right to use older versions. This contract also extends to the latest version.
3. Liquify.pro is constantly developing the software and will improve the service through continuous updates and upgrades. Updates are generally not subject to remuneration and are compensated for by the agreed remuneration. The prices notified to the licensee apply for upgrades.
4. The range of functions of the software applicable to the licensee results from the service description and the notifications provided in the event of updates.
5. By providing the software, the licensee provides storage space in the cloud for the application and storage data to the agreed extent. Liquify.pro is allowed to involve subcontractors when allocating storage space. The use of subcontractors does not release Liquify.pro from its sole obligation to the licensee to fully fulfill the contract.
6. The application data and stored content are backed up regularly, at least every working day, on servers located in Germany.
7. Liquify.pro provides the licensee with the software with an availability of at least 99% per year. By availability, the parties understand the technical usability of the software for use by the licensee for the intended purpose. This excludes periods for maintenance and updates, time losses in troubleshooting due to reasons for which Liquify.pro is not responsible, and failures due to force majeure.
8. Liquify.pro immediately eliminates all software errors in accordance with the technical possibilities. An error exists when the software does not fulfill the functions specified in the service description, delivers faulty results or otherwise does not function properly, so that the use of the software is impossible or restricted.
9. Maintenance work as well as faults or interruptions of the online service will be announced, as far as possible in advance, with a reasonable period of time. Maintenance is carried out regularly outside the customer's normal business hours, unless maintenance must be carried out at another time due to compelling reasons.
10. Liquify.pro has the right to appoint a support administrator to properly provide its services.

6. Licensee's rights and obligations 

1. It is the licensee's responsibility to meet the technical requirements for receiving the software at the transfer point and using it, in particular that he meets the system requirements arising from Section 7.
2. The licensee must protect the access rights and identification and authentication information assigned to him from access by third parties and not pass them on to unauthorized persons.
3. Insofar as Liquify.pro provides the licensee with storage space as part of the use of the software and enables him to publish content, the licensee is exclusively responsible for the saved/published content. In particular, the licensee ensures that this content is free from third-party rights (e.g. copyright, trademark or personal rights) and does not violate the legal system in any way.
4. The software must not be misused, in particular

• No content with illegal or immoral content may be transmitted or posted via the channels provided and no reference may be made to such content. In particular, this includes content that serves sedition within the meaning of Sections 130, 130a and 131 StGB, encourages criminal acts or glorifies or trivializes violence, is sexually offensive, is pornographic within the meaning of Section 184 StGB, is likely to seriously endanger children or adolescents morally or impair their well-being or may damage the reputation of Liquify.pro. The provisions of the State Youth Media Treaty and the Youth Protection Act must be observed.
• National and international copyright and trademark, patent, name and trademark rights as well as other industrial property rights and personal rights of third parties must be observed.
• No viruses or other programs containing malware are to be used in connection with the software.

5. The licensee is required to always use up-to-date anti-virus software.
6. The licensee shall inform his employees of the obligations arising from this contract.
7. On request, the licensee will immediately provide Liquify.pro with the data, information and documents required to provide the contractual services.

7. Technical requirements

1. The “Technical Requirements” supplement contains the technical requirements required and, if applicable, to be created by the licensee, in particular the system and access requirements.
2. Using the software also requires a stable connection to the Internet. The provision of the required Internet access, connections to the Internet and required PC equipment, telephone systems and/or mobile terminals are not the subject of this contract. The costs incurred for this are to be borne separately by the licensee or the sub-licensee authorized via the licensee.

8. warrant

1. The licensee must immediately report any defects, faults or damage to Liquify.pro. The notification must be made using as detailed a description of the respective malfunction as possible in order to enable faults to be rectified as efficiently as possible. Insofar as there is no intent on the part of Liquify.pro, the limitation period is limited to one year. The licensee is not entitled to a right of self-removal.
2. Liquify.pro's liability for defects that already existed at the time the contract was concluded is excluded.
3. Furthermore, the licensee's rights due to defects are excluded if the software is not used in accordance with the contract or if the licensee has made unauthorized changes to the software, unless these changes had no influence on the occurrence of the error.
4. Termination by the licensee due to failure to grant contractual use is only permitted if Liquify.pro has been given sufficient opportunity to remedy the defect and this has failed. A failure to correct the defect is only to be assumed if this is impossible or if it is denied by Liquify.pro or is unreasonably delayed, or if there are reasonable doubts as to the chances of success or if, for other reasons, the licensee is unreasonable.
5. Liquify.pro does not guarantee that third-party products are fully accessible and available.
6. Insofar as the services to be provided by Liquify.pro do not function properly as a result of incorrect or unreadable data, information and documents in accordance with Section 6.7, such malfunctions are not to be regarded as a defect. In such a case, the licensee is obliged to provide Liquify.pro with the data, information and documents in a state that enables Liquify.pro to properly offer its services. The licensee bears the costs for this, unless Liquify.pro is responsible for the defectiveness.

9. Rights of use

1. The software is legally protected. The copyright, trademark rights and all other performance rights to the software and to the objects that Liquify.pro makes available to the licensee as part of the contract initiation and execution are exclusively owned by Liquify.pro.
2. The licensee receives a simple right to use the software limited to the term of this contract in accordance with the following regulations:

1. Liquify.pro grants the licensee a non-exclusive, worldwide right of use limited to the term of this contract to use the software for its intended purpose. The right of use granted is not transferable, unless otherwise expressly agreed.
2. The licensee is not authorized to use the software beyond the use permitted in accordance with this contract or to have it used by third parties or make it available to third parties, unless otherwise expressly agreed. In particular, it is not permitted to reproduce, sell or transfer the software or parts of it for a limited period of time, in particular not to rent or lend it.
3. It is purely provided within the cloud provided by Liquify.pro. The software is not physically transferred to the licensee.
4. If Liquify.pro provides new versions, updates (see section 2.2), upgrades (see section 2.3) or other new deliveries with regard to the software during the term of this contract and the licensee makes use of them, the above rights and obligations also apply to them.
5. The licensee is not entitled to decompile, “reverse engineer”, disassemble, reproduce or use any part of the software to create a separate application or to have this action carried out by third parties, unless copyright law itself permits it.

1. If and to the extent that databases or database works occur during the term of this contract, in particular through compilation of application data, as a result of activities by the licensee permitted under this contract on the Liquify.pro server, the licensee is entitled to all rights thereto. The licensee remains the owner of the databases or database works even after the contract has ended. The same applies to materials loaded into cloud storage by the licensee and may be protected by copyright or otherwise (e.g. images, texts, etc.).
2. For the term of the contract, the licensee grants Liquify.pro an unlimited right of use of these databases and database works for the purpose of fulfilling the contract. In the event of disruptions, Liquify.pro is entitled to make necessary changes to the format or structure of the data. The same applies to any material uploaded by the licensee and, if applicable, protected by copyright or otherwise (e.g. images, texts, etc.). Liquify.pro is also entitled to store the data in an outage data center.
3. Paragraphs 9.3 and 9.4 apply mutatis mutandis to data, information and documents provided in accordance with Section 6.7.
4. The licensee agrees that Liquify.pro uses the licensee's name and logo on its website and social media profiles, as well as in promotional materials, press releases or other informational materials. Liquify.pro complies with the CI/CD guidelines, which the licensee provides when required.

10. Contract duration and termination

1. Unless otherwise expressly agreed, the contract for the software has a term of 1 month calculated from the start date of the contract specified in the offer/order form. The contract period is automatically extended by 1 month, unless the contract is terminated with a notice period of one day before the end of the respective contract period. If an annual license has been purchased, the minimum contract period is 12 months and the contract period is automatically extended by 12 months in each case, unless the contract is terminated with a notice period of four weeks before the end of the respective contract period.
2. Notwithstanding Section 8.4 (termination if contractual use is not granted), the right of each contracting party to terminate the contract without notice for good cause remains unaffected. Liquify.pro is particularly entitled to terminate without notice if

• the licensee grossly violates the contractual provisions for the use of the software and continues or repeats it even after a warning;
• the licensee becomes insolvent, has filed an application to open insolvency proceedings or is otherwise liquidated and/or stops making payments;
• the licensee's financial circumstances deteriorate to such an extent that the proper maintenance or continuation of its business operations is jeopardized or impossible;
• Even after a corresponding reminder, the licensee is in default of payment of the agreed remuneration of more than two months or if the licensee is in default of payment even after deduction of any payments with payment obligations in the amount of the fees agreed for two months.

3. In any case, termination without notice requires that the other party is warned in writing and asked to remove the alleged reason for termination without notice within a reasonable period of time.
4. The termination of this contract, irrespective of whether ordinary or extraordinary, must be made in writing (Section 126 BGB).

11. Pricing and Compensation

1. The remuneration is based on the prices specified and agreed upon in the offer. It consists of the recurring monthly or annual license for the software, the recurring costs for the optional bookable additional modules and services and, if applicable, the one-time costs.
2. The annual license is calculated based on the number of user accounts. If the number of user accounts increases over the course of the contract period, higher costs may arise. If the number of user accounts decreases, the remuneration for the current contract period does not fall. The annual license is adjusted to the current number of objects at the start of a new contract period in accordance with Section 10.
3. The licensee undertakes to pay the agreed remuneration.

12. Billing, payment terms and delay

1. The remuneration must be paid in advance and paid to the bank account specified in the invoice within 30 days of the conclusion of the contract. The recurring payment is due within 30 days after the start of the respective contract extension in accordance with Section 10. The licensee receives an annual financial statement in advance.
2. The invoice is provided digitally (sent by email), unless otherwise expressly agreed. Delivery by post is only made at the express request of the licensee.
3. Complaints about the amount of an invoice must be addressed in writing to Liquify.pro within 14 days of receipt of the invoice. Failure to make timely complaints is considered approval. Liquify.pro will draw particular attention to the consequences of failure to make a timely complaint in the invoices. Statutory claims of the licensee in the event of complaints after the deadline remain unaffected.
4. The licensee is only entitled to offset if his counterclaim is undisputed or has been legally established. Liquify.pro is only entitled to assert any right of retention due to counterclaims arising from this contractual relationship.
5. The assignment of claims by the licensee is only permitted with the prior written consent of Liquify.pro.
6. If the licensee delays payment of a payment due by more than four weeks, Liquify.pro is entitled to block access to the software after a prior reminder with a deadline and expiry of the period. The claim for compensation remains unaffected by the suspension. Access to the software will be reactivated immediately after payment of the arrears. The right to block access exists as a more lenient means even if Liquify.pro has the right to extraordinary termination in accordance with Section 10.2.

13. Price, usage and service adjustments

1. The terms of this contract may be amended insofar as this does not affect essential provisions of the contractual relationship and this is necessary to adapt to developments which were unforeseeable at the time of conclusion of the contract and whose failure to take into account would significantly disturb the balance of the contractual relationship. Significant changes include, in particular, those concerning the type and scope of the contractually agreed products and the regulations for terminating the contract. Furthermore, adjustments or additions to the present contract may be made insofar as this is necessary to eliminate difficulties in the execution of the contract due to regulatory gaps arising after the conclusion of the contract. This may be the case in particular if relevant legal regulations and/or case law change and one or more clauses of the present contract are affected.
2. The services described may be changed if this is necessary for good reason, if the licensee is not objectively inferior to the scope of services applicable at the time of conclusion of the contract (e.g. maintenance or improvement of functionalities) and is not significantly deviated from this. There is a valid reason if there are technical innovations on the market for the services owed or if third parties from whom Liquify.pro obtains the necessary advance payments to provide its services change their range of services.
3. Price changes are made in exercise of reasonable discretion. A unilateral price change can be made by Liquify.pro as a result of a change in the statutory value added tax and when introduction/change of fees/costs due to official or court decisions. Liquify.pro is entitled to carry out a price change in the event of cost increases, and in the event of cost reductions, it is obliged to make a price change. When calculating prices, Liquify.pro is obliged to take account of cost increases only taking into account opposing cost reductions and offsetting cost increases and cost reductions.
4. Intended changes to the present contract, services and prices in accordance with clauses 13 and 13.2, which are not exclusively caused by an increase in sales tax or by legal or regulatory orders, will be notified to the licensee in writing at least six weeks before they take effect. The licensee may object to the changes/additions in writing up to one week before the announced effective date. If the licensee does not object, the changes will take effect at the announced time. Liquify.pro, the licensee is particularly informed of the consequences of his silence in the change notice.
5. In the event of a possible price increase in accordance with Section 13.3 due to an increase in the statutory sales tax rate, there is no notice period for the price adjustment and no right of objection on the part of the licensee. Liquify.pro will inform the licensee about the adjusted prices in an appropriate manner, e.g. with the monthly statement.

14. Liability limitations

1. Liquify.pro is not responsible for the content provided by the licensee. In particular, Liquify.pro is not obliged to check the content provided by the licensee for possible legal violations or whether it is correct. It is up to the licensee himself to subject the content provided by him to a legal review.
2. Liquify.pro is liable to the following extent for

• damage arising from injury to life, limb or health, if he is responsible for the breach of duty, and for other damage based on an intentional or grossly negligent breach of duty,
• Damages due to the culpable breach of essential contractual obligations, the claim for compensation being limited to the foreseeable damage typical of the contract, unless there is intent or gross negligence.
• If the conditions set out in Section 14.2 are not met, Liquify.pro is liable — regardless of the legal basis — only if an essential contractual obligation (cardinal obligation) is culpably breached. In these cases, Liquify.pro's liability is limited to the foreseeable damage typical of the contract. Cardinal obligations are those obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner may regularly rely. These are therefore obligations whose violation would jeopardize the achievement of the purpose of the contract. Liquify.pro's liability for damages in accordance with § 536a BGB for defects existing at the time of conclusion of the contract is excluded.
• Liquify.pro assumes no liability for errors that may occur in the stores provided (hereinafter “stores”). While the licensor strives to ensure that the stores meet general expectations and specifications, the licensee acknowledges that software cannot be completely free of errors and that the use of software always involves risks.
• The licensee is solely responsible for the final review and testing of the functionality and suitability of the stores for the intended purposes of the licensee. The licensee undertakes to carry out a comprehensive audit of the stores before commissioning and after updating to ensure their suitability for the intended areas of use.
• Any liability of Licensor for direct, indirect, incidental, special, sequential, or exemplary damages, including but not limited to lost profits, business interruption, loss of business information, or other financial loss arising from the use of or inability to use the Stores, is hereby excluded to the extent permitted by law.

3. The above limitations of liability do not apply to claims under the Product Liability Act and due to the lack of guaranteed quality or guaranteed quality of the services to be provided by Liquify.pro. Insofar as liability is excluded or limited, this also applies to the personal liability of the legal representatives, executives and other vicarious agents of Liquify.pro.
4. If damage to the licensee results from the loss of data, Liquify.pro is not liable for this, insofar as the damage would have been avoided by regular and complete backup of all relevant data by the licensee.
5. Liquify.pro is only liable for damages suffered by the licensee as a result of incorrect or unreadable data, information and documents in accordance with Section 6.7, if Liquify.pro is responsible for this inaccuracy.
6. The licensee is obliged to immediately report any damage and losses that Liquify.pro may have to pay to Liquify.pro in writing.
7. The licensee is fully liable for the lawfulness of the use of the software made and/or initiated by the licensee and in particular with regard to copyright, trademark, labor, competition and data protection regulations. If the licensee recognizes or must recognize that such an infringement is imminent, he is obliged to inform Liquify.pro immediately. The licensee undertakes to indemnify Liquify.pro from third-party claims in this regard.
8. The licensee also releases Liquify.pro and all possible vicarious agents from all third-party claims for all content created by him that result from illegal content and/or the infringement of third-party rights by the licensee or with his approval.
9. The parties will immediately notify each other of alleged infringements of law in text form and give the other party the opportunity to assert its own rights.

15. secrecy

1. Both parties are obliged to keep confidential information concerning the other party confidential and to use this only for the execution of this contract and the purpose for which it is intended.
2. “Confidential information” means all information and documents that come to the other party's knowledge about business transactions of the other party concerned, in particular customers, customer data, business data (such as turnover, calculation, etc.), entrepreneurial planning (such as business intentions and plans, etc.), personnel and organizational questions, advertising and marketing information (such as analyses, elaborations, studies, concepts, products, prices, etc.) as well as offered or granted contract terms, conditions and prices.
3. The parties are also obliged to oblige all employees, consultants and other third parties who become aware of information requiring confidentiality and are not already legally bound to secrecy, to confidentiality in accordance with the above provision.
4. The confidentiality obligations resulting from clauses 15.1 and 15.3 continue to apply even after termination of the contract until the relevant facts have become apparent in publicly searchable sources.
5. Insofar as a confidentiality agreement has also been concluded between the parties, the regulations there take precedence over the above or are supplemented by them.
6. The duty of confidentiality does not apply to information that is publicly available or becomes publicly available without the unauthorised action or omission of the contracting parties or must be made available on the basis of a court order or a law.
7. The licensee undertakes to maintain confidentiality about the content of this agreement and its implementation.

16. Data protection and order processing

1. Liquify.pro processes the personal data of the licensee or his employees exclusively in accordance with Regulation (EU) 2016/679 of the European Parliament and Council of April 7, 2016 (General Data Protection Regulation) and the Federal Data Protection Act. Personal data is processed exclusively for the purpose of executing the contract. The licensee undertakes to provide internal and external users with the necessary information from Liquify.pro in accordance with Articles 13 and 14 GDPR within one month but before the first notification to Liquify.pro/from Liquify.pro to the respective user. For Liquify.pro, this information is derived from the “Information (s) on the processing of personal data” provided to the licensee. Should further personal data be processed by a party in connection with the contractual relationship, the parties agree to make the necessary arrangements for this processing.
2. The licensee remains the responsible body with regard to personal data and must therefore always check whether the processing of such data relating to the use of the software is based on appropriate permission. In this respect, he is also responsible for fulfilling the information obligations arising from Articles 13, 14 GDPR.
3. If necessary, the parties conclude an order processing agreement (“AVV”) in accordance with the GDPR. In the event of conflict between this contract and the AVV, the latter shall prevail over the former.
4. Insofar as the licensee authorizes third parties to use the software, necessary data protection agreements are made directly between the licensee and the respective third party.

17. Obligations upon termination of the contract

1. Upon termination of the contract, irrespective of the legal basis, the licensee and his sub-licensees are no longer entitled to use the software.
2. All documents provided to the other party during the duration of the contract must be returned immediately. The parties are not entitled to make and retain copies, copies, etc., in particular in digital form on data carriers, PCs, etc. There is no right of withholding of the documents to be returned.
3. Liquify.pro will provide the licensee with a complete copy of all application data on standard data carriers or, alternatively, for download in text form at the end of the agreed term of the contract. The application data is then deleted 14 working days after transfer. If the licensee does not make a corresponding request, the application data will be deleted 14 working days after termination of the contract. There will be no deletion if Liquify.pro is required by law to store the data.
4. The clonables provided by Liquify.pro may not be resold. However, they may be used for private and commercial projects.
5. Liquify.pro provides a deletion log upon request made in text form by the licensee.

18. miscellaneous

1. Amendments and additions to this contract must be made at least in writing. The abolition of this written form requirement also requires the written form. The written form is also equivalent to an electronic form using a qualified electronic signature within the meaning of Section 126a BGB.
2. Should any provision of this contract be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions of this contract remains unaffected. Instead of the valid or unenforceable contract provision, a provision should apply which comes as close as possible to the economic objectives of the parties as they existed at the time the contract was concluded. What the parties would have agreed if they had recognized the impracticability or invalidity is decisive. The same applies in the event of a contractual gap.
3. This contract is subject to the laws of the Federal Republic of Germany, excluding the UN Sales Convention. The exclusive place of jurisdiction for all legal disputes between the parties arising from or in connection with this contract is Stuttgart, unless another place of jurisdiction is required by law.

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