Terms of service

Last updated March 28, 2024

  1. Scope of application
    1. These Terms and Conditions ("ToS") apply for all Contracts ("Contracts") of Tiptap GmbH ("Licensor") with individuals acting as entrepreneurs within the meaning of section 14 German Civil Code (BGB) ("Customer") for the provision of the Software Tiptap Cloud ("Software") as Software as a Service ("SaaS") and/or as on-premises software ("On-Prem Software"). Consumers as defined in section 13 German Civil Code (BGB) are not offered the conclusion of a contract pursuant to no. 2 of these ToS.
    2. These ToS are integral parts of the Contract between the Licensor and the Customer. Other terms and conditions, in particular those of the Customer do not apply.
  2. Conclusion of contract
    1. For the conclusion of the Contract, the Customer needs to create an account on the Licensor’s website by filling out the registration mask in a proper and complete manner ("Registration"). The Customer may not use its private email address but only its business email address for the Registration. For the Registration the Customer may choose the Entry Package or the Business Package.
    2. The Licensor uses the so-called double opt-in procedure for the conclusion of the Contract. That means a Contract between the Licensor and the Customer is only concluded when
      1. the Customer has successfully completed the Registration by clicking on "Sign up",
      2. the Licensor then sends a confirmation email to the email address provided by the Customer in the registration mask and
      3. the Customer clicks on the confirmation link in the Licensor's confirmation email.
    3. Bots and other automated systems are neither authorized to complete the Registration nor to use the Software. In case bots or other automated systems have been used to execute or complete the Registration no Contract between the Licensor and the Customer is concluded.
  3. Scope of services
    1. The Licensor will provide the Software to the Customer for the term of the Contract in accordance with the provisions set out in these ToS.
    2. The functionalities and performance features of the Software and the system requirements to be met by the Customer are available at https://tiptap.dev/pricing.
    3. The Software shall be provided exclusively in machine-readable form (object code). The source code is not subject matter of the contract and will not be delivered.
    4. If the parties agree on the provision of the Software as SaaS, the Software will be operated and hosted on one of the Licensor's servers or a server of a third party instructed by the Licensor. The use of the SaaS requires the installation of a client-side software component on the systems of the Customer. The Licensor shall make the client-side software component available to the Customer in an appropriate form for the term of the Contract. For the rest (in the backend system), the Licensor will make the SaaS available during the term of the Contract in such a way that the client-side software components access via the Internet. The Software on which the SaaS is based remains – apart from the client-side components – on the computers (servers) of the Licensor and/or a service provider engaged by the Licensor.
    5. If the parties agree on the provision of the Software as On-Prem Software, the Software will be installed on Customer's servers and operated independently by Customer. Customer is responsible for the functionality of its servers, including their maintenance. Licensor makes the Software available to Customer for download as a container image in a private container registry. To get access to the private container registry, Customer must authenticate with credentials (username and password) provided by the Licensor.
    6. If the parties agree on the provision of the Software as SaaS, the Licensor ensures 99.9 % availability of the SaaS on a quarterly average. The non-availability of the SaaS due to network interruptions beyond the Licensor's sphere of influence, due to a fault of the Customer or due to technically necessary maintenance work will not be taken into account when determining the availability. The Licensor is entitled to make changes to the Software without prior notice, provided that these serve to maintain and/or improve the Software. For this purpose, updates and/or upgrades are automatically installed on the Licensor's server or updates and/or upgrades of the client-side software components are made available to the Customer for installation on the clients. Insofar the Customer is affected by changes in its usage behaviour and/or from a technical point of view, the Licensor will notify the Customer of this in advance (if necessary, also by means of a website specified by the Licensor).
    7. If the parties agree on the provision of the Software as On-Prem Software the following applies regarding updates and upgrades of the Software. Updates and/or upgrades of the Software will be made available to Customer by download via download as a container image in a private container registry. The respective release date of the update and/or upgrade is determined by Licensor. Customer will install the updates and/or upgrades made available to it by Licensor unless the installation is unreasonable for Customer. The installation is deemed unreasonable, for example, if the technical conversion effort associated with the installation is unreasonable for Customer or if the updates and/or upgrades contain not only minor errors. Licensor will provide maintenance for the Software according to its statutory duties of maintenance based on the rental law provisions (mietrechtliche Instandhaltungspflichten). For clarity: Customer is responsible for installation of the updates and/or upgrades and for any for data conversions. Any installation work to be performed by Licensor, in particular at Customer's premises have to be agreed upon separately by the Parties.
    8. The Licensor – at its sole discretion (no support obligation or service level agreement) – may help Customers with a Business Package to overcome difficulties when using the Software by answering questions via email and/or a shared Slack channel. Other than the statutory duties of maintenance (mietrechtliche Instandhaltungspflichten) and of not otherwise explicitly agreed, the Licensor is not obliged to provide any service levels or support.
    9. Services in connection with the Software that go beyond the aforementioned provisions in this No 3, in particular further IT services, IT consulting and training services as well as programming and development services, require a separate agreement.
    10. The Licensor is entitled to use sub-contractors for the provision of its services without the Customer's consent.
  4. Scope of use
    1. The Licensor will grant the Customer the non-exclusive, non-sublicensable, non-transferable right, limited in time to the term of the respective Contract, to use the Software including any updates and releases in accordance with these ToS for its own use for business purposes.
    2. Without the permission of the Licensor, the Customer is not entitled to transfer the Software to third parties, especially not to sell or lease it. Using the Software in the name or for the account of a third party who is not the contractual partner (e.g. co-workers of the Customer or other individuals as well as the Customer's employer or other entities) is also considered unauthorised use of the Software. It is irrelevant here whether the third party pays the Customer a fee for use or not.
    3. The Customer is not entitled to make changes to the Software (including the software components to be installed on the Customer's system). Statutory rights according to sections 69d and 69e German Copyright Act (UrhG) remain unaffected. The Customer is entitled to exercise its rights only according to section 69e German Copyright Act if the information necessary for this is not made available by the Licensor within a reasonable period of time upon the Customer's request.
    4. To the extent that the Licensor provides the Customer with Software for which the Licensor only has a derived right of use ("Third-Party Software"), the license conditions agreed between the Licensor and the relevant Third-Party Software licensor apply in addition to and with priority over the provisions in this No 4. To the extent that the Licensor transfers to the Customer Software which includes Third-Party Software or open source software, the license conditions to which this Third-Party Software or open source software is subject apply in addition to and take priority over the provisions in this No 4. Upon the Customer's request, the Licensor will provide the Customer with an overview of the Third-Party Software and/or open source software used. The applicable license conditions can be obtained from the Licensor on request. On request from the Customer, the Licensor will provide the Customer with the source code of the open source software provided that the respective license conditions of the open source software require or at least allow the source code to be issued. The Customer undertakes to comply with the respective license conditions. If the Customer breaches these license conditions, the Licensor and its third-party rights owner are entitled to assert the resulting claims and rights in their own name. If third parties assert claims against the Licensor due to the breach of license conditions by the Customer, the Customer will indemnify the Licensor from all damages, expenses and costs, including due costs for legal defense.
  5. Customer's duties of cooperation
    1. The Customer must take suitable precautions to protect the Software from unauthorised access by third parties.
    2. The Customer bears the sole responsibility for a sufficient internet connection to be able to use the Software.
    3. The Customer is required to protect the access rights as well as identification and authentication information against access by third parties and not to pass them on to any other persons. The Customer will inform the Licensor without delay if there are indications that unauthorised third parties know the access rights and identification and authentication information.
    4. The Customer is required to carry out a data backup at regular intervals, especially if problems occur or on the instruction of the Licensor.
    5. If the parties agree on the provision of the Software as SaaS, the Customer will not feed any data, documents, or other content ("Content") into the Software (including the Tiptap Editor) that violate applicable law, infringe the rights of third parties or are infected with viruses or malware. In particular, the Customer itself is responsible for ensuring that it has sufficient copyright for the use of any Content in the Software.
      1. The Licensor is entitled to suspend the Customer's access to the Software completely or partially as well as temporarily or permanently if the Customer breaches its obligations under 5.5 or in case of security incidents. Licensor will inform the Customer of this by email. When access is suspended, the Customers's right to use the Software ends for the duration of the suspension. The Licensor will take account of the legitimate interests of the Customer when deciding whether to suspend access, especially if there are indications that the Customer was not responsible for a breach. Licensor will reactivate access as soon as the reason for the suspension ceases to exist
      2. The Licensor is not liable for any loss of Content due to a violation of this No. 5.5 by the Customer. The Customer will indemnify the Licensor against all expenses and costs arising from any violation of this No. 5.5.
    6. Errors / defects occurring are to be documented by the Customer in text form – in the case of telephone communication subsequently – to the best of its ability in a comprehensible manner, stating the detailed circumstances of their occurrence, their effects and – insofar as the Customer can make statements in this regard – the possible causes, and are to be reported to the Licensor immediately after their discovery.
    7. The Customer will indemnify the Licensor against all claims of third parties, expenses and costs resulting from a violation of the obligations under this No 5. The Licensor will notify the Customer about such claims, thus giving the Customer, to the extent legally possible and reasonable, the opportunity to defend itself against the claim asserted. The Customer will provide the Licensor with all information available to it on the facts which form the basis of the claim without delay. This will not affect any further compensation claims asserted by the Licensor.
  6. Defects of the software
    1. The Customer shall notify the Licensor of any defects without delay, reproducibly stating how and under what circumstances the error or defect occurs. The Customer will actively support the Licensor in the search for the defect and in particular provide all further necessary documents and data which the Licensor requires for the analysis and elimination of the defect. If, after examination of a notice of defect, it turns out that the defect did not occur within the Licensor's area of responsibility, the Licensor may charge the Customer for the costs of the examination at the respective applicable prices. This does not apply if the Customer could not have recognised that the fault was not within the Licensor's area of responsibility when exercising the necessary diligence.
    2. The warranty for only insignificant reductions in the suitability of the performance is excluded. Liability without fault pursuant to section 536a para. 1, 1st alternative BGB for defects that already existed at the time of conclusion of the contract is excluded.
    3. In case of defects, no automatic reduction of the rent (section 536 BGB) occurs. In this respect, the Customer is not entitled to reduction due to defects of the rental object by deduction from the agreed rent or set off against subsequent rent claims but must assert these claims against the Licensor separately.
    4. The Customer is not entitled to any defect rights insofar as the Customer modifies the Software or has it modified by third parties, unless the Customer proves that this modification is not the cause of the defect.
  7. Liability
    1. The Licensor will be liable pursuant to statutory rules (a) in the event of intentional and grossly negligent damage; (b) in the event of injury to life, body or health; (c) under the provisions of the German Product Liability Act (Produkthaftungsgesetz); and (d) within the scope of any guarantee assumed.
    2. For simple negligent breach of a contractual duty which is material to achieve the purpose of the contract, and which the Customer relies on and is entitled to rely on being fulfilled (material contractual obligations), the Licensor's liability will be limited in terms of the amount to the foreseeable damage and damage typical for such contracts. Otherwise, the Licensor's liability is precluded.
    3. The above liability restrictions also apply accordingly in favour of the Licensor's vicarious agents.
    4. In the event of loss of data, the Licensor will only be liable for the time and effort required to restore the data, subject to proper data backup by the customer.
  8. Compensation and terms of payment
    1. The prices on the Licensor's website and price list as amended from time to time accessible under https://tiptap.dev/pricing apply and are to be understood as net prices in the given currency plus the applicable value added tax.
    2. Unless expressly agreed otherwise, the compensation for the provision of the Software will be due monthly in advance.
    3. Payment is processed via the payment service provider Paddle.com Inc., 3811 Ditmars Blvd, #1071 Astoria, New York, 11105-1803, USA ("Paddle"), subject to the terms and conditions of Paddle, available at https://www.paddle.com/legal/checkout-buyer-terms.
    4. The Licensor is entitled to adjust the prices for the Software with a notice period of two months in advance. The prices may only be increased as far as the costs for the Licensor for a proper provision of the Software according to the Contract have increased accordingly. In the event of a price increase, the Customer has the right to terminate the Contract within a consideration period of four weeks after notification of the price increase at the time at which the price increase would take effect.
  9. Term of the contract and termination
    1. The initial term of the Contract ("Initial Term") is one (1) month. Following the Initial Term, the Contract is automatically renewed for one (1) month in each case unless the Contract is duly terminated by one of the parties to the end of the Initial Term or the respective Contract term.
    2. This will not affect the right of the parties to terminate this Contract without notice for good cause.
    3. Good cause for the Licensor is deemed to have occurred in particular where
      1. the Customer violates essential contractual duties, in particular (but not limited to) the confidentiality obligations or its obligations in clause 5.3 and 5.5 of this ToS;
      2. insolvency proceedings or similar proceedings are commenced on the Customer's assets or are rejected for lack of assets;
      3. the Customer is repeatedly in default with the payment of the agreed compensation.
    4. The Customer may only validly terminate the Contract by clicking the "Delete Account" button in the Software interface available at https://cloud.tiptap.dev/user/profile.
    5. Upon termination of the contractual relationship, the Customer must delete the Software, in particular the client-side software component. Using the Software once the contractual relationship has ended is impermissible.
  10. Data protection
    1. The parties undertake to observe the statutory provisions regarding data protection and to ensure that these provisions are observed by their employees and any subcontractors. They also undertake to support one another when satisfying the statutory requirements and provisions relating to data protection and data security in accordance with this Contract.
    2. If it transpires that the collaboration between the parties makes it necessary to conclude data protection agreements in respect of personal data (e.g., a data processing agreement pursuant to Article 28 GDPR), the Customer will enter into such an agreement with the Licensor and comply with the duties set out therein to the extent necessary to ensure that data processing is compliant with the law.
  11. Confidentiality
    1. The Customer is required to maintain confidentiality in relation to all information arising in connection with the relevant Contract and its execution, and to use such information exclusively for the purposes specified in the relevant contract.
    2. The Customer is under obligation to ensure its employees also maintain confidentiality towards third parties.
    3. This obligation does not apply to generally known documents and common knowledge, or documents and knowledge with which the Customer was already acquainted when they were received, without the supplier being sworn to secrecy, or that are developed by the Customer without use being made of any confidential documents or knowledge. This obligation also does not apply if the Customer is required to disclose information by law or by official or court order.
    4. Confidential information may only be forwarded to third parties after prior written consent from the Licensor.
    5. The confidentiality obligation will also continue to exist after the end of the Contract.
  12. Prohibition of offsetting
    1. The Customer only has the right to offset and exercise a right of retention if its counterclaim is (a) either undisputed or has been ruled final and absolute by a court of law, or (b) where such claim has been asserted through a court the claim is ready for a decision, or (c) where such claim is synallagmatic to the principal claim.
  13. Force majeure
    1. The parties are not liable to each other with regard to delays in performance resulting from force majeure, meaning circumstances outside their respective control.
  14. Final provisions
    1. The Licensor reserves the right to modify the Software, in particular within the scope of updates and releases, to adapt it to the state of the art, to optimise it, in particular to improve its user-friendliness, to correct errors, to update it or – if necessary – for licensing reasons. Insofar as such a change should lead to a not only minor impairment of the contractual scope of services to the disadvantage of the Customer, the Licensor will notify the Customer at least one (1) month before the occurrence of the respective change. Within two (2) weeks after receipt of the Licensor's notification, the Customer is entitled to terminate the Contract in writing without notice ("Special Termination Right"). If the Customer does not make use of its Special Termination Right and if the Customer is informed about the legal consequences of non-use in the Licensor's notification, the Contract will be continued with the respective changes.
    2. The Licensor also reserves the right to amend these ToS at any time in the event of changes in the legal situation, court rulings or market conditions, provided that such amendments do not result in a restructuring of the contractual structure. The Customer will be informed of the amended ToS at least two (2) weeks before they take effect. The amended ToS will be deemed approved by the Customer if the Customer does not object in writing to the Licensor within two (2) weeks of notification. When announcing the amendments, the Licensor will especially point out this deadline and the consequences of failing to meet this deadline to the Customer.
    3. These ToS and the Contracts are governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply. The courts at the Licensor's registered office will have sole jurisdiction for all disputes regarding rights and duties arising from these ToS and the Contracts, including their validity. However, the Licensor is entitled to file a claim against the Customer at its general place of jurisdiction.
    4. The Customer is not entitled to assign or transfer rights or claims arising from the Contracts to third parties without the Licensor's prior written consent.
    5. Amendments and additions to these ToS require at least text form to be valid. This also applies to any amendment to this form clause.
    6. If any provision(s) of these ToS are or become invalid or unenforceable, this will not affect the validity of the other provisions of these ToS. The parties will replace the invalid or unenforceable provision with a provision which is enforceable and practicable under statute and in economic terms reflects as closely as possible the essence and purpose of the invalid or unenforceable provision. Should these ToS be incomplete, the parties will conclude an agreement with the content they would have agreed upon had they been aware of the omission when concluding these ToS.