Terms and Conditions (T&C)

Content

Scope
Definitions
Subject Matter of the Contract
Conclusion of the Contract
Services of the Provider
Usage Rights
Obligations of the Customer
Payment Terms
Data Protection and Data Security
Liability and Limitation of Liability
Contract Duration and Termination
Amendment of the T&C
Final Provisions

1. Scope

DiscoverIQ is a Software-as-a-Service (SaaS) platform designed for publishers and agencies to analyze and optimize the performance of their content in Google Discover.

These General Terms and Conditions (T&C) apply to all contractual relationships between MADGE GmbH (hereinafter referred to as the "Provider") and the customer of the SaaS platform "DiscoverIQ".

These T&C govern the use of the platform, including all associated services and content provided by the Provider. Deviating or supplementary terms and conditions of the customer shall not apply unless expressly agreed to in writing by the Provider.

The use of the platform is exclusively based on these T&C.

2. Definitions

2.1. Platform: Refers to the SaaS application "DiscoverIQ" provided by MADGE GmbH to offer publishers insights into the performance of their content in Google Discover.
2.2. User: Refers to any natural person who accesses and uses the platform on behalf of the customer.
2.3. Customer: A customer is any natural or legal person who uses the DiscoverIQ platform to obtain analyses and insights for their website and is in a contractual relationship with the Provider.
2.4. Publisher: Refers to the customer's website that creates, publishes, or distributes content, particularly in the digital space, and uses DiscoverIQ to analyze this content.
2.5. Contract: Refers to the agreement between the Provider of the platform and the customer, which is concluded by accepting the offer and these T&C and using the platform.
2.6. Service: Includes all functions and services provided on the platform, including the identification of entities, provision of performance data, and all other associated functions.
2.7. Entities: Persons, places, organizations, and other thematic focuses identified and analyzed on the platform to provide users with insights into the performance of content.
2.8. Access Data: Refers to the username, password, and other identification means required to access the platform.
2.9. Account: The profile created and managed by the user on the platform, which enables access to the services and functions.

3. Subject Matter of the Contract

The Provider provides the customer with the SaaS platform "DiscoverIQ". This platform supports publishers in analyzing and strategically optimizing the performance of their content in Google Discover by identifying and evaluating entities such as persons, places, and organizations. The scope of services includes, among others:

3.1. Google Discover Insights: DiscoverIQ enables customers to obtain current information about the performance of their content in Google Discover.
3.2. Analysis of Third-Party Content (Competitors): The platform provides users with the ability to analyze competitors' content and observe their thematic focus. This is an overview based on publicly available data and does not claim to be exhaustive.
3.3. Custom Filters and Views: Users can filter or arrange entities and articles based on individual preferences. These functions serve usability and better overview, with the selection of filters based on the data provided by the user.
3.4. Graphical Performance Representation: DiscoverIQ provides graphical representations based on the data generated by the user to visualize metrics such as clicks, impressions, and click-through rate (CTR) over a specific period. The accuracy and completeness of the data depend on data availability and quality.
3.5. Entity Analysis and Distribution Check: The platform analyzes which entities appear in the customer's articles and whether they are potentially relevant for Google Discover. No guarantee is given that content will actually be displayed in Google Discover.
3.6. Trend Topic Analysis: DiscoverIQ identifies publisher-specific topics that are currently trending in Google Discover. These analyses serve as a guide, with no guarantee of relevance or future developments.
3.7. Competitor Analysis: The platform provides insights into the topics currently being covered by competitors. These analyses are based on publicly available information and are indicative only, without warranty.
3.8. Regular Data Updates: DiscoverIQ updates the data at regular intervals, with no guarantee of real-time availability.
3.9. User Management: The platform allows user management functions and supports simple login features, with technical implementation varying depending on customer requirements.
3.10. European Servers and Data Protection: The platform processes personal data (PII) only to the extent necessary for operation and further development and uses servers exclusively in the EU to comply with the legal requirements of the GDPR.
3.11. Easy Integration: The integration of the platform is carried out through an individual initial setup and connecting the Google Search Console on the publisher's side with DiscoverIQ. Although integration is possible in most cases without major technical interventions, individual adjustments may be required depending on the system environment.

4. Conclusion of the Contract

4.1. The contract between the Provider and the customer is concluded by signing the written offer. The T&C are attached to the offer in printed or digital form.
4.2. By signing the offer, the customer agrees to the T&C. The customer has the opportunity to read and save the T&C before concluding the contract.

5. Services of the Provider

5.1. The Provider provides the customer with the SaaS platform DiscoverIQ. The scope of the services provided includes the functions integrated into the platform and accessible via the user account.
5.2. Platform Availability: The Provider strives to ensure high availability of the platform but cannot guarantee uninterrupted availability. Planned maintenance work will be communicated to the customer in advance via the platform.
5.3. Support Services: The Provider provides the customer with support services. These include technical support and answering questions about the use of the platform. The scope of support depends on the selected service package.
5.4. Updates and Further Development: The Provider is entitled to further develop the platform through updates and upgrades. These developments may include improvements as well as changes or restrictions of functions.
5.5. Exclusion of Liability for Third-Party Services: The Provider is not responsible for the availability and performance of third-party services used or integrated with the platform, such as external data sources, APIs, or software solutions.
5.6. Acknowledgment of Outage Possibility: The Provider strives to provide the platform and all offered features continuously and without disruption. However, it may happen that individual functions or services are temporarily unavailable due to circumstances beyond the Provider's control (e.g., technical problems, force majeure, or external service providers). The customer acknowledges that such outages are within the realm of possibility.
5.7. Restoration of Normal Operation: Temporary unavailability of functions or services that are not within the Provider's responsibility does not constitute grounds for extraordinary termination. In such cases, the Provider will endeavor to restore the affected services as quickly as possible.

6. Usage Rights

6.1. Usage Right: The Provider grants the customer a simple, non-exclusive, non-transferable, and non-sublicensable right to use the DiscoverIQ platform for the duration of the contractual relationship.
6.2. Usage Restrictions: The customer is not entitled to reproduce, modify, publish, decompile, reverse engineer, or disclose the source code of the platform or any part thereof in any form.
6.3. Contractual Use: The customer undertakes to use the platform exclusively for the purposes agreed in the contract and in compliance with applicable laws and regulations. This includes compliance with data protection regulations and third-party intellectual property rights.
6.4. Fair Use: The Provider reserves the right to regulate the use of certain functions and resources of the platform in accordance with the principle of fair use to ensure the availability and stability of the platform for all users.
6.5. Access Data and Transfer: The user is not entitled to transfer their access data or usage rights to third parties or allow third parties access to the platform unless expressly approved in writing by the Provider.
6.6. Duration of Usage: The use of the platform is valid only during the contract term. Upon termination of the contract, for whatever reason, the usage right expires immediately, and the user's access to the platform is blocked.
6.7. Usage Limitation: The use of the platform is limited to the agreed number of users. Unauthorized expansion or creation of additional user accounts is prohibited without the express consent of the Provider.
6.8. Usage Monitoring: The Provider reserves the right to monitor the use of the platform by the user to ensure compliance with the license terms and prevent misuse. No personal data of the user is processed or stored unless required to fulfill legal obligations.
6.9. Misuse and Sanctions: If the customer violates the usage rights or misuses the platform, the Provider is entitled to temporarily or permanently block access to the platform without the customer being entitled to any claims for damages.
6.10. Provider's Rights: All rights not expressly granted to the user in these T&C remain with the Provider. This includes, in particular, all copyrights, trademark rights, and other intellectual property rights to the platform.
6.11. Regulation in Case of Exceedance: The use of the platform is limited to the number of projects, users, and API queries agreed in the contract. Exceeding this limit results in the calculation of additional fees based on actual usage.
6.12. Exploits: The customer undertakes to use the services provided by the Provider only in accordance with applicable laws and regulations and, in particular, not to take any measures aimed at identifying, exploiting, or abusing security vulnerabilities, weaknesses, or exploits of the software. This includes, but is not limited to:
6.12.1. Targeted testing of the software's security without the express written approval of the Provider,
6.12.2. Use of exploits or vulnerabilities to gain unauthorized access to data or systems,
6.12.3. Causing damage or disruption to the service.
6.13. Reporting Security Vulnerabilities: If the customer becomes aware of security vulnerabilities or weaknesses, they are obliged to report them immediately and confidentially to the Provider.
6.14. Prohibition of Unauthorized Access: The customer must not attempt unauthorized access to the Provider's systems. Violations may result in termination of the contract and legal action.
6.15. Use of Customer Logo: The customer grants the Provider the right to use the customer's logo in marketing materials, on the website, in presentations, and in reference lists to represent the collaboration. This use is solely for reference purposes. The customer may revoke this permission at any time in writing.
6.16. Use of User Data for Marketing Purposes: The customer agrees that the Provider may use the customer data provided during registration or use of the DiscoverIQ platform to inform the customer about new features, services, or offers. The customer may object to this use at any time.

7. Obligations of the Customer

7.1. Security Measures: The customer is obliged to take appropriate security measures to prevent unauthorized access to the platform. This includes, in particular, the secure storage of access data such as usernames and passwords.
7.2. Compliance with Legal Regulations: The customer undertakes to use the platform in compliance with all applicable laws and regulations, including but not limited to data protection laws, copyright laws, and competition law.
7.3. Reporting Security Incidents: The customer is obliged to inform the Provider immediately if they become aware of security incidents, unauthorized use, or breaches of security. This includes, in particular, the loss of access data or suspected misuse of the platform.
7.4. Prohibited Use: The customer undertakes not to use the platform for illegal purposes or to upload unlawful, defamatory, offensive, or obscene content. The customer must not take any actions that could impair the integrity or availability of the platform.
7.5. Exclusion of Liability for Content: The Provider provides an analysis tool with the platform and assumes no responsibility for the content displayed or analyzed on the platform, including potentially unlawful or inappropriate content such as hate speech or fake news.

8. Payment Terms

8.1. Prices and Payment Terms: The customer undertakes to pay the prices agreed in the offer for the use of the platform on time. The exact payment amounts are specified in the written offer.
8.2. Payment Method: Payment is made by bank transfer to the account specified in the offer or invoice. Other payment methods may only be accepted with the prior written consent of the Provider.
8.3. Due Date: Payments are due within 14 days of receipt of the invoice, unless otherwise agreed.
8.4. Default: If the customer defaults on payment, the Provider is entitled to charge default interest at the statutory rate. In addition, the Provider reserves the right to block access to the platform after prior notice if the customer does not pay the outstanding amounts within a reasonable period.
8.5. No Refund: Unless expressly agreed otherwise, no refund will be made for payments already made, even in the event of early termination of the contract by the customer.

9. Data Protection and Data Security

9.1. Data Processing: The Provider processes the user's personal data only to the extent necessary for the fulfillment of the contractual relationship and the operation of the platform. This includes, in particular, the processing of user data to provide the platform and the associated services.
9.2. Data Security: The Provider undertakes to take appropriate technical and organizational measures to ensure the security of the user's data and to protect it from unauthorized access, loss, or misuse.
9.3. Data Transfer: The transfer of personal data to third parties takes place only if this is necessary for the fulfillment of the contract or the user has expressly consented to it. No transfer to third parties for advertising purposes takes place.
9.4. Data on European Servers: The platform is hosted on servers in the EU. A transfer of data to countries outside the European Union takes place only if appropriate guarantees in accordance with the GDPR are in place.
9.5. User Rights: The user has the right at any time to request information about the personal data stored about them, to have it corrected, deleted, or to restrict its processing, insofar as this is legally permissible.

10. Liability and Limitation of Liability

10.1. Provider's Liability: The Provider is liable only for damages caused by intentional or grossly negligent behavior. For slight negligence, the Provider is liable only in the event of a breach of essential contractual obligations (cardinal obligations). In this case, liability is limited to the foreseeable, contract-typical damage.
10.2. Exclusion of Liability for Indirect Damages: The Provider is not liable for indirect damages, lost profits, data loss, or other consequential damages, unless these are based on intent or gross negligence of the Provider.
10.3. Liability in Case of Force Majeure: The Provider is not liable for damages or service failures due to force majeure events, such as natural disasters, war, strikes, pandemics, or other unforeseeable circumstances beyond the Provider's control.
10.4. Liability for Third-Party Services: The Provider is not liable for the availability and performance of third-party services used or integrated with the platform, such as external data sources, APIs, or software solutions.
10.5. Liability for Technical Disruptions: The Provider is not liable for outages or disruptions of the platform due to technical problems beyond the Provider's control (e.g., internet connection disruptions, server outages, or attacks by third parties).
10.6. Liability for Data Migration or Data Transfer: The Provider is not liable for data loss or damage occurring during data transfers or data migrations, unless caused intentionally or through gross negligence by the Provider.
10.7. Liability for Recommendations and Analyses: The analyses and insights provided by the Provider are for informational purposes only. The Provider assumes no liability for decisions or actions taken by the customer based on this information. This also applies to services resulting from support or consultations provided by the Provider.
10.8. Liability for Improper Use: The Provider is not liable for damages caused by improper use of the platform or unauthorized modifications by the customer or third parties.
10.9. Exclusion of Liability for Test or Beta Versions: For the use of test or beta versions of the platform, the Provider is liable only for intentionally caused damages. The Provider does not guarantee the error-free nature or suitability of these versions.
10.10. Limitation of Liability Amount: The Provider's liability is in any case limited to the amount of the fees paid by the customer under the contractual relationship in the last 12 months before the occurrence of the damage.

11. Contract Duration and Termination

11.1. Contract Duration: The contract is concluded for a term of one year.
11.2. Ordinary Termination: Both parties may terminate the contract with a notice period of three months to the end of the contract term. Termination must be in writing.
11.3. Extraordinary Termination: The right to extraordinary termination for good cause remains unaffected. A good cause exists in particular if:
11.3.1. The customer repeatedly violates essential obligations under this contract;
11.3.2. The customer is in default with the payment of the agreed fees for more than 30 days;
11.3.3. Insolvency proceedings are opened against the customer's assets or an application for opening has been filed.
11.3.4. If the Provider terminates the contract extraordinarily, the outstanding amount for the remaining contract term becomes due immediately without deduction.
11.4. Consequences of Contract Termination: Upon termination of the contract, for whatever reason, the customer's right to use the platform expires, and access to the platform is blocked.
11.4.1. The Provider is entitled to delete all customer data 30 days after the end of the contract, unless statutory retention obligations exist.
11.4.2. The Provider undertakes to delete all Search Console data of the customer after the end of the contract after a reasonable period.
11.5. Termination in Case of Price Changes: In the event of a price increase, the customer has the right to terminate the contract extraordinarily at the time the

12. Amendment of the T&C

12.1. Notification of Changes: The Provider reserves the right to amend these T&C at any time with effect for the future. The customer will be informed of planned changes at least 4 weeks before they come into effect in text form (e.g., by email).
12.2. Consent to Changes: If the customer does not object to the changes within 2 weeks of receiving the notification, the changes shall be deemed accepted. The Provider will expressly inform the customer of this period and the consequences of failing to object in the change notification.
12.3. Right to Object and Termination: If the customer objects to the changes within the specified period, the Provider has the right to terminate the contract at the time the changes are scheduled to take effect.
12.4. Non-Material Changes: Changes that do not affect material terms of the contract (e.g., editorial adjustments or clarifications) may be made at any time without the customer's consent.

13. Final Provisions

13.1. Applicable Law: This contract shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
13.2. Jurisdiction: For all disputes arising from or in connection with this contract, the place of jurisdiction shall be the District Court of Munich, provided that the customer is a merchant, a legal entity under public law, or a special fund under public law.
13.3. Severability Clause: If any provision of this contract is or becomes invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes as close as possible to the economic purpose pursued by the parties with the invalid or unenforceable provision.
13.4. Written Form: Amendments or supplements to this contract must be made in writing. This also applies to the waiver of the written form requirement.
13.5. No Assignment: The customer is not entitled to transfer rights or obligations under this contract to third parties without the prior written consent of the Provider.
13.6. Provider Information: These General Terms and Conditions (T&C) apply to the use of the SaaS platform "DiscoverIQ," provided by MADGE GmbH, Weihenstephaner Straße 12, 81673 Munich.