TERMS AND CONDITIONS

1.1

These terms and conditions (these “Terms”) apply to
(a) Service contracts and any accepted order from the customer (“Customer”) in relation to services provided by AirLST GmbH, Seitzstr. 23, 80538 Munich (“AirLST”) and for providing the respective online portal for participant management at www.airlst.com or as a white label solution (“Portal”) including the associated app (“AirLST App”);
‍
(b) Framework agreements between the customer and AirLST for the use of the portal and the AirLST app, which may be agreed for a specific duration and/or a variety of events; and
‍
(c) the use of free test access to the portal and the AirLST app.

1.2

Any deviating terms and conditions of the customer do not apply. This also applies if the customer points out different conditions in connection with orders, when receiving or using services, when making payments or otherwise in the context of communication with AirLST.

2.1

Suggestions and offers from AirLST are generally non-binding, unless they are expressly marked as binding in the respective document or associated correspondence from AirLST. AirLST may change or withdraw such non-binding suggestions or offers until the corresponding order has been accepted in writing by AirLST. A binding offer from AirLST is valid fourteen (14) days from the date of submission.

2.2

The customer's order is accepted by written agreement or by an order confirmation. AirLST can explain the order confirmation to the customer in writing, by fax or in text form. After receipt of the order confirmation, the customer cannot withdraw or cancel his order.

2.3

A free trial account also requires a corresponding order. Test access can be denied, restricted or terminated by AirLST at any time without giving reasons.

3.1

AirLST's services include the provision of the portal provided for use by the customer (Section 4) and other optional support services (“Support Services”), which must be commissioned or agreed individually (Section 5). AirLST provides all services in accordance with these terms and conditions.

4.1

The provision of the portal includes
(a) the use of the portal and the AirLST app by the customer with the available and activated options for one or more users in various roles (e.g. boss, standard user, check-in) and
(b) the use of the portal and the AirLST app by the customer's guests (“guests”).
The AirLST app is currently available for Apple® iPhone® and Android™. Android is a trademark of Google Inc. The customer can use the portal independently using the specified functions.

4.2

AirLST provides the portal and the AirLST app in accordance with the customer license (section 6) and the end user license (section 7). Details of the scope of services are provided by AirLST.

4.3

AirLST provides the portal for the agreed period at least with the functionalities existing at the time of conclusion of the contract. The portal is constantly being improved and developed by AirLST. The customer is not entitled to a specific design, improvement or extension of the portal. AirLST is entitled to make technical changes to the portal at any time, insofar as these are reasonable for the customer, necessary to ensure data protection, IT security or due to legal provisions.

4.4

The portal is made available exclusively via the Internet. AirLST maintains an appropriate connection of the portal to the public Internet. The portal is delivered with an availability of 98% per month (based on 24x7 operation). Scheduled maintenance takes place outside the time window from 9:00 a.m. to 8:00 p.m. (CET); emergency maintenance is limited to what is necessary and is carried out taking into account the interests of the customer. In addition, AirLST does not guarantee and makes no assurances regarding the accessibility or availability of the portal via the Internet or availability at specific times. AirLST assumes no liability for minor interruptions in the availability of the portal.

4.5

AirLST creates the customer's account in the portal after effective ordering. The use of the account requires personal registration by the customer or an employee of the customer. The customer provides a valid, personal e-mail address as a user name and sets his password on his own responsibility.

4.6

When using the portal, the customer must designate at least one administrator for his account. The administrator has access to all the customer's data that the customer has uploaded to the portal, as well as all functions of the portal. The administrator can create additional administrators and users with restricted access. The administrator must create a separate account for each individual user. The use of access by multiple users is prohibited.

4.7

AirLST is entitled, but not obliged, to enable customers, employees, agents and guests to register via social media accounts.

4.8

The customer is obliged and undertakes to ensure that its employees, agents and guests provide complete and truthful information about their identity and any necessary payment information.

4.9

The customer is obliged and undertakes to ensure that his employees, agents and guests keep all access data to the portal and the AirLST app (password, password) secret and do not pass them on to third parties. The customer is responsible for the careful handling of the access data in his area of responsibility. If the customer learns or suspects that a third party has gained unauthorized access to his login data or is using his account without authorization or is threatening to do so, he will immediately change the affected passwords and immediately inform AirLST in text form of the incident and all circumstances known to him in this regard.

4.10

The customer is generally responsible for properly uploading guest data to the portal, unless he has commissioned AirLST to do so. The customer himself is responsible for the accuracy and completeness of the data used and the legal admissibility of its use and transfer for the purposes of the events planned by him. AirLST does not automatically or manually check the data for accuracy or completeness. The removal of duplicates is automated and requires the character identity of the relevant data sets.

4.11

The customer himself is responsible for backing up the data uploaded by him to the portal. AirLST assumes no liability for loss or damage to the uploaded data and recommends that the customer adequately secure it on their own systems. AirLST carries out appropriate and regular data backup only for the purpose of providing its own services, but not as a main service obligation to the customer. Before the end of the agreed duration of the contract, the customer will be asked to download his data in CSV format using the download function of the portal. In addition, the customer can delete their data themselves at any time or, if this is not possible for technical reasons, request that AirLST delete it. At the latest 15 working days after the end of the contract or the agreed period of use, AirLST will finally delete the guest lists uploaded to the customer's account, including all guest data). The use of the account by the customer and the storage and use of the customer's contract data by AirLST remains unaffected, unless the customer also wishes his account to be terminated.

4.12

The customer is responsible for checking or having AirLST checked the legal admissibility of communication measures and support services as part of the use of the portal and other services by AirLST himself and for complying with the applicable legal provisions and not infringing the rights of third parties. AirLST does not owe any legal advice as part of its activities. AirLST is not obliged to carry out illegal measures. If services are provided in accordance with instructions, the customer releases AirLST from third-party claims.

4.13

The customer is responsible for informing guests about the collection, processing and use of their data, drawing their attention to their rights under Art. 13-22 GDPR and, if necessary, obtaining legally required consent.

4.14

The use of the portal by the customer and access to the content requires the use of a suitable Internet browser. AirLST supports multiple browsers of your choice. AirLST does not guarantee accessibility with a specific Internet browser and reserves the right, in particular in the event of significant changes by a browser provider or in the event of security concerns, to discontinue support for a browser type. Additional programs or browser plug-ins may be required for using the portal or the AirLST app. In his own interest, the user is obliged to adequately protect himself against viruses or other forms of harmful code or attacks by third parties via the Internet or the misuse of his access data.

5.1

The provision of the portal includes
AirLST offers various support services for using the portal (e.g. data import, email design, design of landing pages, on-site support at events), which must be commissioned and agreed individually. Details of the scope of services are provided by AirLST. (b) the use of the portal and the AirLST app by the customer's guests (“guests”).
The AirLST app is currently available for Apple® iPhone® and Android™. Android is a trademark of Google Inc. The customer can use the portal independently using the specified functions.

5.2

AirLST provides all agreed services for the customer with due care and professionalism. However, the services are generally only provided as support and consulting services relating to the independent use of the portal by the customer. If instructions from the customer result in additional costs or delays, these will be borne by the customer. AirLST will point out additional costs or delays due to instructions from the customer as soon as possible and, if necessary, prepare a supplementary offer. Until acceptance of the supplementary offer, AirLST will provide the agreed services in accordance with the valid order, unless the parties agree otherwise.

5.3

AirLST strives to provide all agreed services in accordance with the agreed schedule. However, AirLST is not liable for delays caused by late delivery of information, data or other materials from the customer.

5.4

The customer will provide AirLST with all necessary information for the execution of the order in good time. The customer will also make all agreed or necessary decisions (e.g. selection or approval of drafts, concepts or other work) in good time and immediately inform AirLST.

5.5

Special cooperation obligations on the part of the customer are agreed upon in the respective order.

5.6

If the customer does not fulfill his obligations to cooperate or does not fulfill them in good time, any additional costs and delays caused as a result will be borne by him. AirLST's claim for compensation remains unaffected.

6.1

AirLST grants the customer the factually limited, worldwide, revocable, non-transferable and non-sublicensable right to use the portal with the account intended for him during the agreed period and/or the intended event (s) for his own private or business purposes within the scope of the intended functions.

6.2

The above right of use includes use by the customer's employees, third parties commissioned by him and the customer's guests addressed via the portal.

6.3

Unless otherwise agreed, the above right of use expires thirty (30) days after the end of the event for which the portal was used to plan. In all other cases, the right of use expires thirty (30) days after the end of the last period for which the customer has paid a license fee.

6.4

AirLST reserves all other rights. In the relationship between AirLST and the customer, all property and other rights to the portal and its content, in particular all copyrights and industrial property rights to the portal and its components as well as the know-how embodied therein, remain with AirLST and its licensors. The customer is not entitled to allow or grant third parties access to the portal directly or indirectly. In particular, the customer is not entitled to transfer the portal directly or indirectly, against payment or free of charge to third parties or to provide services to third parties using the portal.

6.5

The customer shall refrain from copying, modifying, translating or reproducing, sub-licensing, renting, leasing or otherwise sharing the software or other components with third parties for purposes other than those permitted under these terms and conditions, reverse engineering, decompiling, modifying, revising or disassembling or creating derivative works of the software in whole or in part, in to integrate your own portals, works or other commercial offers, or Remove or suppress AirLST trademarks or other references to AirLST's rights ownership, unless expressly provided for in these terms and conditions or permitted by law.

7.1

AirLST grants the customer's employees, agents and guests (“end users”) the factually limited, worldwide, revocable, non-transferable, non-sub-licensable right to use the portal and the AirLST app with the account intended for them during the agreed period in accordance with Section 6.1 for the purposes of the customer and within the scope of the functions and access rights provided for them in each case. All other rights are reserved; clauses 6.4 and 6.5 apply accordingly to end users.

7.2

End users have no claims of their own against AirLST. AirLST is exclusively liable to the customer for the proper provision of services.

8.1

Unless expressly stated otherwise, all prices quoted by AirLST are in euros (EUR), net excluding sales tax. All fees are charged in addition to the value added tax applicable to Germany

8.2

The customer pays AirLST the remuneration agreed in accordance with AirLST's offer for using the portal and providing the services.

8.3

AirLST will invoice the agreed remuneration in accordance with the agreed payment schedule. Unless otherwise stated or agreed in AirLST's offer, all services (including the license fee) will be invoiced by AirLST in the amount of 50% upon acceptance or conclusion of the contract and in the amount of 50% after delivery of the programming agreed for the event.

8.4

The customer agrees that all invoices are issued and transmitted exclusively in electronic form (PDF document). Invoicing is sent by email to the customer's administrator address or any other email address provided by the customer for this purpose.

8.5

All invoices are due and payable in full within fourteen (14) days.

8.6

Different or additional payment terms can be agreed upon in the respective order.

8.7

The customer will be in default of payment of the remuneration at the latest if he does not pay within fourteen (14) days after the due date and receipt of the invoice. If the customer defaults on payment, AirLST is entitled to block the customer's access (account), including customer licenses and end user licenses, until payment is received. Other rights of AirLST remain reserved.

9.1

The services are provided by AirLST for the agreed duration. Insofar as a specific period has not been agreed upon, each party is entitled to cancel a concluded contract with a notice period of thirty (30) days. A test account can be canceled by AirLST at any time without notice.

9.2

The right of each party to terminate for good cause remains unaffected. There is a reason for AirLST to terminate for good cause if
(a) the customer misuses his account or the portal, in particular makes this available to unauthorized third parties,
(b) the customer uses his account or the portal to disseminate insulting, harassing or other illegal statements or content,
(c) the customer uses his account or portal in a way that impairs or jeopardizes the integrity or security of AirLST's IT systems or the use of the portal by other users,
(d) violates data protection regulations and does not immediately remedy such a breach upon request.

9.3

If AirLST has reason to cancel a contract for good cause, AirLST is also entitled to block the customer's account in whole or in part even before the termination is declared, in particular if this is necessary to prevent significant breaches of contract or law. If possible, AirLST will announce such a blocking by email to the customer administrator's email address stored in the customer's account.

9.4

Any termination must be made in writing.

10.1

Unless otherwise agreed, all intellectual property rights, in particular copyrights, rights of use and industrial property rights that existed before the contract was concluded or which a party acquired independently of the provision of the services or acquires during the duration of the order, remain with the party that held them or acquired independently.

10.2

The customer grants AirLST a non-exclusive right to use and process the data, content and other materials of the customer or third parties to be used for the provision of services for the purpose of providing the service. The customer guarantees that the data, content and materials provided by him are free from third-party rights that restrict or exclude use or processing for the services to be provided by AirLST. This also applies to data, content and other materials from third parties that AirLST links with its own services on the customer's instructions. The customer also guarantees that he has the necessary rights of use with regard to all own and third-party data, content and other materials used, delivered and distributed or linked by the customer via the portal and, in particular, has made all applicable license fees, fees, duties and other payments for lawful use, delivery and distribution (including any duties to domestic or foreign collecting companies). The customer indemnifies AirLST from third-party claims made against AirLST as a result of breaches by the customer of the above provisions.

10.3

AirLST grants the customer a non-exclusive right to use all services created by AirLST itself with regard to the design of content (e.g. email templates, landing pages) for the respective planned event, irrevocably and fully settled by payment of the agreed remuneration. The rights of use are not transferable and not sub-licensable, unless otherwise agreed in the respective order.

11.1

AirLST collects, processes and uses the personal data provided by the customer exclusively for the purpose of executing the contract in accordance with the applicable data protection regulations, in particular in accordance with the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).

11.2

With regard to the data of guests uploaded to the portal by the customer (e.g. name, address) and the data generated in connection with the use of the portal relating to guests (e.g. acceptance of the invitation), the customer is responsible and AirLST acts exclusively as a contract processor. The customer is responsible for the lawfulness of processing in accordance with data protection laws applicable to the customer, including the permissibility of using the portal and the transmission of data to AirLST for the purposes of this contract.

11.3

The data protection agreement (order processing) attached as an annex to these conditions applies to order processing by AirLST.

11.4

AirLST's right to process the customer's contract and usage data for the purpose of executing the contract remains unaffected.

12.1

Confidential information means all contract terms (including any pricing information) as well as all information relating to the provision of the services to the customer or their use by the customer, including information about the customer's business and trade secrets, events and guests and all other information, in any form that has been confidentially provided by or on behalf of a party or its affiliated companies or is considered confidential by its nature.

12.2

Each party will keep confidential information from the other party strictly confidential and will not share it with third parties unless necessary to perform this contract.

12.3

The confidentiality obligations under this contract do not apply to information that (a) is required by law to be disclosed, provided that the receiving party immediately notifies the other party of a disclosure obligation and cooperates with the other party to avoid or limit disclosure as much as possible; (b) was already in the possession of the receiving party without any obligation of confidentiality when it received the relevant information from the other party; (c) for The date of disclosure was already publicly known, unless as a result of a breach of this Agreement; or (d) developed independently, without access to the confidential information of the other party or its affiliates.

13.1

AirLST is liable without limitation for damage resulting from injury to life, limb or health as well as in the event of intent and gross negligence, fraudulent concealment of a defect or when assuming the warranty for the quality of a thing or service.

13.2

In the event of a breach of essential contractual obligations, AirLST's liability in the event of slight negligence is limited to foreseeable damage typical of the contract. Significant contractual obligations are obligations which arise from the nature of the contract and whose violation would jeopardize the achievement of the purpose of the contract, as well as obligations which the contract imposes in accordance with its content to achieve the purpose of the contract, the fulfilment of which makes the proper execution of the contract possible in the first place and on whose compliance the customer may regularly rely.

13.3

AirLST is only liable for damage resulting from delay in performance in the event of intent and gross negligence. The customer's other rights in the event of default remain unaffected.

13.4

Liability is also limited to the amount of the agreed remuneration for cases of simple negligence. Liability for lost profit and other subsequent damage is excluded in the event of simple negligence. Section 13.1 remains unaffected.

13.5

Liability under the Product Liability Act and other cases of mandatory legal liability remains unaffected.

13.6

Liability for loss of data is always limited to the typical recovery costs that would have occurred if backup copies were made regularly and in accordance with risk. This does not apply if AirLST has assumed the backup of the data as its main service obligation.

13.7

The above provisions also apply mutatis mutandis to the personal liability of AirLST employees and any subcontractors.

13.8

The above provisions apply mutatis mutandis to the reimbursement of expenses.

14.1

AirLST is not liable for events of force majeure which significantly impede AirLST's provision of the service or temporarily impede or make impossible the proper execution of the contract. Force majeure includes all circumstances independent of the will and influence of the contracting parties, in particular natural disasters, government measures, administrative decisions, blockades, war, military conflicts, mobilization, internal unrest, terrorist attacks, strikes, lockouts, industrial action, seizure, embargo or other unforeseeable, serious circumstances that are not the fault of the contracting parties and enter into force after the contract has been concluded.

15.1

AirLST is entitled to use third parties as part of the provision of services. AirLST is liable for services provided by subcontractors used by AirLST as well as for its own services.

15.2

Unless otherwise stated, each party bears its own costs arising from or in connection with the performance of this contract.

15.3

Neither party is entitled to assign, transfer or otherwise dispose of any rights or obligations under this contract without the prior written consent of the other party.

15.4

Amendments and additions to this contract, including its appendices, and a waiver must be made in writing.

15.5

Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. In place of the ineffective provisions, the statutory regulations apply.

15.6

This contract is subject to German law to the exclusion of the UN sales law.

15.7

To the extent permitted by law, the place of jurisdiction for all disputes arising from or in connection with this contract is Munich.