SaaS - Terms and Conditions for Corporate Clients (excl. USA & Germany)
Version 2.1 as of July 01 2024
1. Scope and subject matter of the contract
1.1 The roclub GmbH (hereinafter: "roclub" or "we") rents a hardware connector for remote control of medical devices and provides the associated software "Remote Operations Platform" (hereinafter: "Platform") via the website https://app.roclub.io (hereinafter: "Website").
1.2 The Platform is a Software-as-a-Service application that enables remote control of medical devices such as MRI and CT scanners (hereinafter: "medical devices").
1.3 The Corporate Clients of the services offered by roclub may be healthcare organizations wishing to remotely control their medical equipment (hereinafter: "Medical Center") and self-employed health technicians (hereinafter: "Freelancers") or other service companies with employed health technicians (hereinafter "Radiographer Organization") offering or wishing to provide services through the Marketplace. All categories of users are hereinafter referred to as "Customers". For natural persons who use the platform on behalf of the respective customers (hereinafter: "User"), separate General Terms and Conditions of Use shall apply. Freelancers are both Radiographer Organizations and Users, so the provisions made in these Terms and Conditions for Radiographer Organizations also apply to Freelancers.
1.4 roclub does not assume the role of the operator of the medical devices concerned. Medical Centers shall be considered the operators of the Medical Devices at all times. Related clinical decisions are made solely by the Medical Centers. The same applies to the use of the Hardware Connector and the Platform for the purposes of the Medical Center and for the review of and compliance with applicable law and the Medical Center's internal regulations.
1.5 These SaaS Terms and Conditions apply to the contractual relationship between roclub and its Customers regarding the possibility of using the platform and related services granted by roclub. The Terms and Conditions shall also apply to all future business relations with companies, even if they are not expressly agreed upon again. Any possible inclusion of terms and conditions of a customer that contradict these Terms and Conditions shall hereby be deemed objected. Customer and roclub are hereinafter referred to as the "Parties" or "Contracting Parties".
1.6 The offer to use the platform is directed exclusively at entrepreneurs within the meaning of Sec. 14 of the German Civil Code (BGB), i.e., natural persons or legal entities or partnerships with legal capacity who are acting in the exercise of their commercial or independent professional activity when concluding the contract.
1.7 The currently valid SaaS Terms and Conditions can be accessed, saved, and printed at https://support.roclub.com.
2. Conclusion of the Contract
2.1 The presentation of the platform on the Internet, via sales platforms, or in other media does not constitute a binding offer by roclub. This merely opens up the possibility of making a binding offer to conclude a contract for using the platform. We are not obligated to accept such an offer.
2.2 A contract is only concluded when roclub expressly declares the acceptance of the offer, at the latest, however, when the first service is provided. The service description, prices, and conditions included in the offer apply to the membership selected by the Customer.
3. Services and memberships
3.1 Customers are enabled to use the platform stored and executed on the servers of roclub or third parties for their purposes via an Internet connection during the contract term to the extent agreed upon in each case.
3.2 To use the platform, the Customer obtains access to the platform and can create an individual user account for his organization.
3.3 If available, the Medical Center has the option to choose between different membership options with or without access to a marketplace ("Marketplace" option). Membership options without access to the Marketplace allow using the platform and other services exclusively with in-house employees. In this case, mainly, the Medical Center's own Medical Devices can only be controlled by its in-house employees. Memberships with the "Marketplace" option additionally provide access to a marketplace so that Radiographer Organizations can book external services for remote control of medical devices, support or training of health technicians, and, if necessary, own services can be offered to other medical centers by in-house medical technicians.
3.4 The Customer shall be able to set up access to the platform for his in-house employees as users to the agreed extent. The Customer is responsible for assigning roles and authorizations to individual users. The Users may use the platform's functionalities on behalf of and under the supervision of the Customer. The Customer shall ensure that Users use the platform following these SaaS Terms and Conditions and the General Terms of Use and comply with the Customer's obligations. Actions of the users are considered as actions of the customer vis-à-vis roclub.
3.5 Unless otherwise expressly agreed upon, there is no obligation to provide a user manual or training courses on using the platform and the hardware. Insofar as, above all, the provision of such training services takes place which go beyond the scope specified in the service description, these shall, in case of doubt, be provided in return for payment.
3.6 roclub strives for an operation of the platform free of interference. There is, however, a natural limit to services over which roclub's influence extends. roclub draws the Customer's attention to the fact that there may be restrictions or impairments in the use of the platform which are beyond the control of roclub. This includes, in particular, actions of third parties not acting on behalf of roclub, technical failures beyond roclub's control, and force majeure.
3.7 roclub reserves the right to restrict access to the platform in whole or in part, temporarily or permanently, due to maintenance work, capacity concerns, and other events beyond its control. roclub shall inform the Customer of any planned restrictions (e.g., maintenance work) with a reasonable lead time of at least one week.
3.8 The Customer has no claim to the surrender of the source code of the website and platform underlying software.
4. Use of the Hardware Connector
4.1 The use of the platform for remote control of medical devices requires the use of a hardware connector provided by roclub on each medical device. The provision of the Hardware Connector requires the conclusion of a corresponding membership (cf. item 3.3).
4.2 The subject of this contract is also the leasing of Hardware Connectors to the Medical Center to the extent agreed upon. The system requirements and specifications of the Hardware Connector can be found on the website. roclub remains the owner of the Hardware Connectors.
4.3 The integration of a medical device into the platform is only possible if the device meets the technical requirements announced by roclub on the website and if the Customer meets further technical requirements (including network settings and internet connection).
4.4 The Hardware Connectors are delivered to the Customer following the concluded agreements. Any costs incurred for packaging and shipping shall be invoiced on top if agreed separately. Delivery dates and delivery periods are only binding if they have been confirmed in writing by roclub.
4.5 The Medical Center is responsible for the commissioning and permanent connection of the Hardware Connectors.
4.6 The Medical Center must use the Hardware Connectors exclusively for their contractual purpose and treat them with care and consideration. A connector may only be used to connect one medical device at a time. Modification, tampering, or similar intervention with the Hardware Connectors is not permitted for the Medical Center. The Medical Center must notify roclub without undue delay of any malfunctions or damage to the Hardware Connectors and have them repaired exclusively by roclub or by service providers commissioned by roclub. The right to assert further claims arising from damage to and malfunctions of the hardware attributable to the Customer shall be reserved.
4.7 If the Medical Center fails to comply with the obligations outlined in item 4.4 or if the Customer is responsible for the hardware malfunction or defect, roclub is entitled to charge the Medical Center for the costs incurred by rectification of the defect or replacement.
4.8 roclub shall not be liable for defects that occur after changes in the conditions of use or operation, after changes or interference in the hardware or its operating system, after installation of inadmissible software, after connection to hardware for which the Hardware Connector is not approved, after operating errors or after use contrary to the terms of the contract.
4.9 The strict liability of roclub for defects already existing at the time of conclusion of the contract according to Sec. 536a para. 1 of the German Civil Code (BGB) is excluded.
4.10 roclub reserves the right to replace the delivered Hardware Connectors with adequately functioning hardware at any time during the contract period without giving reasons. It is the Medical Center's responsibility to make the respective exchange without undue delay and in accordance with roclub's instructions.
5. Marketplace
5.1 Medical Centers holding a membership with the "Marketplace" option have, in addition to the use of the platform with their in-house employees, a marketplace available through which contracts (hereinafter: "Bookings") on the provision of services between Medical Centers and Radiographer Organizations in specific periods of time (hereinafter: "Sessions") can be concluded.
5.2 Radiographer Organizations and Medical Centers with the "Marketplace" option (hereinafter referred to as "Contractors") can offer their services on the Marketplace, and these, in turn, can be booked by Medical Centers (hereinafter referred to as "Clients").
5.3 If a Contractor offers immediate bookings of services, the Client may make a binding booking directly for the availabilities and conditions indicated by the Contractor; the contract is concluded upon booking by the Client. Otherwise, the contract is concluded when the Contractor accepts a binding booking request from the Medical Center.
5.4 If the Contractor offers specific medical-technical specialists (hereinafter referred to as "Remote Operator") for booking, they are binding and may not be replaced after the contract's conclusion without the Client's consent.
5.5 Contracts for services concluded on the Marketplace are exclusively concluded between the Client and the Contractor. All contractual obligations and mutual claims arise exclusively between these parties. Furthermore, special contractual conditions of the Client and/or Contractor may apply to these contracts.
5.6 Clients are entitled to cancel scheduled session bookings according to the conditions specified in the booking. In case of non-appearance of the Client, the Client shall pay the full fee to the Contractor as a penalty.
5.7 If the Contractor cancels a scheduled session within 48 hours before the start of the agreed session and does not submit a certificate of incapacity for work concerning the booked health technician upon request by roclub, roclub is entitled to permanently block the Contractor from using the Marketplace.
5.8 For each booking made via the Marketplace, the Contractor shall pay a transaction-based fee to roclub. The respective fee is designated in the price list (according to item 10.4). If a cancellation fee applies, as stipulated in item 5.6, the transaction-based fee shall also be due if the Client cancels the booking after the conclusion of the contract. The amount of the cancellation fee is then decisive for the calculation of the transaction-dependent fee.
5.9 Bookings shall exclusively be concluded via the Marketplace. Commissioning of the Contractor outside the Marketplace is not permitted. In this case, roclub reserves the right to block the accounts of the parties involved permanently.
5.10 For the duration of the use of the platform and a period of 12 months after the last conclusion of a contract via the Marketplace, the Client and the Contractor undertake vis-à-vis roclub to refrain from soliciting health technicians with whom at least one contract has been concluded via the Marketplace for themselves or for third parties and from concluding a contract outside the Marketplace for cooperation, whether directly or indirectly, for their own account or for the account of third parties. For each infringement case, the Client and the Contractor shall pay roclub a contractual penalty of EUR 15,000.
6. Professional liability insurance for remote operators ("roCare")
6.1 roclub maintains, if corresponding to the agreed service description for the membership option chosen by the Customer, professional liability insurance for the activity of the Remote Operators with a coverage limit of EUR 5.000.000,- lump sum for personal injury, property damage, and financial loss, where contractors are co-insured for the services booked via the Marketplace. The insured activity of the remote operators includes remote image acquisition (set-up and control of MRI and CT scanners) in delegation of the respective responsible physician in the Medical Center as well as the performance of remote support and training services. The coverage only constitutes a liability in the second degree to existing liability insurance of the freelance remote operator or to an existing coverage via the employer. The insurance policy conditions apply, which can be accessed, saved, and printed at the website www.roclub.com/terms. The costs for the insurance are included in the transaction-based fee according to item 5.8.
6.2 Beyond this scope, the liability of the Contractor remains unaffected. roclub is not obligated to assist in settlement of claims. The Contractor's responsibility is the settlement of claims against the liability insurance.
7. Platform update
7.1 roclub is entitled, but not obligated, to change the platform and the services offered via it during the contract term, in particular, to adapt them to technological progress. This also includes adding new functionalities, changing the user interface, and adjusting the backend. In this context, roclub reserves the right to modify services offered via the platform without prior notice to provide the Customer with an adequately optimized range of services provided that the suitability of the platform for the agreed purpose is thereby maintained and the optimized offer is reasonable for the Customer, taking into account the interests of both parties.
7.2 Also, roclub shall have the right to make modifications, adjustments, restrictions, and the removal of functionalities of the platform and the services offered with it if changed legal regulations or standards or new technical or scientific discoveries make this necessary. The method of implementation is up to roclub. The Customer has no claim to maintaining individual-specific functionalities or to their introduction.
8. Support
8.1 roclub offers user support to the Customer. This is done at the discretion of roclub by e-mail, chat, or telephone and is available to the Customer on weekdays from 9:00 - 16:00 CET.
8.2 Within the scope of the support, questions from the Customer regarding using the platform and reports of malfunctions are received and answered as far as possible.
8.3 If the Customer wishes to give notice of defects, he must provide a detailed description of the respective malfunction in text form (Sec. 126b of the German Civil Code [BGB]) to enable the most efficient rectification of the defect.
9. Availability
9.1 The platform is available 24 hours a day, seven days a week ("operating hours"). The contractually agreed average availability ("average availability") during the operating period shall be at least 99% as an annual average. Availability is the Customer's ability to use the platform's main functionalities. Announced maintenance periods, malfunctions or failures of the Hardware Connector as well as restrictions or failures of the platform due to circumstances beyond the control and responsibility of roclub (in particular, fault of third parties, malfunctions due to incorrect installation of the Hardware Connector, malfunction of telecommunication lines, malfunctions of the Internet connection or network settings at the Customer's site, force majeure) do not constitute unavailability. roclub will limit maintenance windows to the minimum and use them mainly for installing and testing updates and ensuring system security.
9.2 According to item 8.1, the average availability is calculated by dividing the time in hours during which the platform is available by the total number of hours in the respective calendar year.
10. Duties of the customers
10.1 The Customer warrants that the information provided during registration and in his customer account is accurate and complete. In particular, no data from third parties may be entered.
10.2 The Customer is not entitled to pass on access data to third parties. He undertakes to handle his access data with care and to prevent misuse of the access data by third parties. Should the Customer receive indications of misuse of his Customer account by third parties, he must inform roclub without undue delay.
10.3 The Customer may only create users to the agreed extent and may not allow third parties outside its organization to use the platform and its services.
10.4 The Customer must refrain from any activity likely to impair and/or place an excessive burden on the platform's operation, the services offered, and/or the technical infrastructure behind it. These include, in particular a. the use of software, scripts, or databases in connection with the use of the platform; b. the automatic reading, blocking, overwriting, modification, and copying of data unless this is necessary for the platform's intended use.
10.5 Insofar as the platform permits the submission of reviews, customers are obliged to submit truthful and appropriate reviews in each case.
10.6 The customers are each obligated to participate in sessions booked via the Marketplace and to provide the respective services following the agreements with the other contracting party.
10.7 Radiographer Organizations and Medical Centers with the Marketplace option must complete mandatory training provided by roclub before the first external remote session. Confirmation of successful completion shall be documented in the platform.
10.8 Radiographer Organizations and Medical Centers with the "Marketplace" option must obtain business liability insurance before offering services on the platform. Upon request by roclub, these customers are obliged to prove the existence of sufficient business liability insurance covering the risks associated with the contract.
10.9 Customers are responsible for any taxes and social security contributions due to the services offered on the Marketplace.
11. Remuneration; terms of payment
11.1 The Customer undertakes to pay the agreed remuneration.
11.2 Medical centers are required to pay a one-time fee to integrate each medical device into the platform. The fee includes onboarding and support for technical issues related to the installation of the respective medical device according to the scope agreed upon in the service description. The fee is due upon the contract's conclusion and before the Hardware Connector's delivery. In addition, the Medical Center agrees to pay roclub a basic fee per connected medical device per billing period (monthly or annual) as agreed for the provision of the Hardware Connector as well as for the use of the platform, in each case, in advance of the upcoming billing period. In addition, the Medical Centre is obliged to pay a time-dependent fee as agreed depending on the duration of the sessions carried out for the respective medical device. The time-dependent fee shall be invoiced after an agreed threshold value has been exceeded and latest at the end of the invoicing period.
11.3 The Radiographer Organization and Medical Center, if acting as a provider of services, agree to pay transaction-based fees as outlined in item 5.8 as a service provider.
11.4 If the customer orders or uses services that go beyond the scope of the agreed service description (e.g., installation support, training, and other services), these shall be invoiced separately on a time and material basis per the applicable price list.
11.5 Unless explicitly stated otherwise, all prices stated in the offer, in price lists, on the website, and elsewhere are net prices in euros and are possibly subject to the applicable value-added tax.
11.6 All invoices are due for payment within ten days after invoicing. A digital invoice is also considered adequate when the Customer receives it.
11.7 If the Customer delays the payment of the due remuneration by more than two weeks, roclub is entitled to block access to the platform after a prior reminder with the setting of a deadline and fruitless expiry. roclub's claim to remuneration remains unaffected by the blocking. Access to the platform will be reactivated immediately after payment of the arrears. The right to block access also exists as a less restrictive measure if roclub is entitled to extraordinary termination for good cause.
11.8 roclub is entitled to adjust the prices at its reasonable discretion (Sec. 315 of the German Civil Code [BGB]) and to increase the prices agreed upon if a further provision of services without price adjustment is unreasonable for roclub when weighing the interests of both parties. roclub is entitled to further price increases if the last increase was at least six months ago. roclub will notify the Customer about the price increase one month in advance via e-mail. If the Customer does not object to the price increase in writing or by e-mail within two weeks after the announcement of the planned price increase, this shall be deemed as consent to the announced price increase. roclub will point this out separately in the announcement.
11.9 Any set-off of liabilities of the Customer arising from this contract shall only be permissible with claims that have already been legally established or acknowledged by us or are not disputed.
12. Cooperation obligations of the Customer
12.1 The Customer is responsible for ensuring that the technical requirements for accessing and using the platform are met. This applies in particular to suitable hardware, operating system, Internet connection, network and firewall settings, and browser software in compliance with any technical specifications issued by roclub. This includes, in particular, the use of a functional workstation and a webcam at the medical device and at the remote workstation.
12.2 In the event of further development or modification of the technical components by roclub or third parties (e.g., operating system, browser software), the Customer must make the necessary adjustments to the software and/or hardware he used.
12.3 The Customer shall designate at least one contact person for roclub with a binding effect who is authorized and able to make all pending decisions within the scope of the performance of the contract and to communicate them to roclub.
12.4 The Customer undertakes vis-à-vis roclub, when using the platform, not to post any content and/or data that is prohibited by law or otherwise illegal or infringes the rights of third parties and not to use any programs containing viruses or other malware in connection with the software.
13. Access block
13.1 roclub is entitled to immediately block access to the platform if there are reasonable indications that the stored data is illegal and/or violates the rights of third parties. A reasonable suspicion of illegality and/or infringement of rights exists, particularly if courts, authorities, and/or other third parties inform roclub of such suspicion. roclub will inform the Customer of the measure and the reasons for it. roclub must not be held liable for any damages resulting from this.
13.2 Should there be a reasonable indication that third parties are misusing the Customer's account, roclub is also entitled to block access. In this case, roclub will immediately inform the Customer about the blocking and the measures taken. roclub must not be held liable for any damages resulting from this.
14. Rights of use; copyright
14.1 The platform is provided as-a-service. The possibility of use for the Customer is thus limited to using the platform. roclub grants the Customer the locally unlimited, temporary, revocable, non-exclusive, non-sublicensable, and non-transferable right to use the SaaS services for its own operational purposes. Further copyrighted rights of use or exploitation are not granted.
14.2 Customer must not (i) rent, lease, loan, reproduce, sell or otherwise distribute or transfer the SaaS Services or access to the platform, including via the Internet or any downstream public or private data network; (ii) use the SaaS Services to develop other services; (iii) activate and use any components of the SaaS Services for which Customer has not been granted any rights of use; (iv) transfer the rights to use the SaaS Services to third parties or grant third parties access to the SaaS Services; (v) modify, translate, reproduce, decompile the program code of the SaaS Services, examine its functions, except to the extent permitted by statutory law according to Sec. 69d or Sec. 69e of the German Copyright Act (UrhG); and (vi) remove, obscure, or amend legal notices, in particular regarding roclub's industrial property rights.
15. Warranty
15.1 In the event of defects, Sec. 536 et seq. of the German Civil Code (BGB) and the following provisions of this item 15 shall apply: a. The strict liability for initial defects according to Sec. 536a para. 1 Var. 1 of the German Civil Code (BGB) is excluded. The fault-based liability of roclub remains in effect. In determining whether roclub is at fault, the Customer acknowledges that software cannot be created entirely error-free. b. Defects shall be remedied at roclub's discretion either by rectification free of charge or by replacement delivery. c. Termination by the Customer under Sec. 543 para. 2 sentence 1 no. 1 of the German Civil Code (BGB) due to non-provision of use in accordance with the contract is only permissible if roclub has been given sufficient opportunity to remedy the defect, and this has failed. d. roclub does not guarantee the fulfillment of technical requirements on the part of the Customer (e.g., the Customer's Internet access), in particular the availability and dimensioning of the Internet access. The Customer is responsible for Internet access to the delivery point of the SaaS service.
16. Liability
16.1 roclub is liable for all damages caused intentionally or by gross negligence, which is the result of not meeting the contractually guaranteed quality characteristics with regards to the object of performance, which are the result of culpable injury to health, body or life, or for which liability is provided for under the Product Liability Act, following the statutory provisions.
16.2 In case of breach of cardinal obligations, roclub is also liable for slight negligence. Cardinal obligations are such contractual obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and the observance on which the contractual partner may regularly rely, and the violation of which endangers the achievement of the purpose of the contract on the other side. If there is no case of 16.1, the liability, in this case, shall be limited to such damages, the occurrence of which must be typically and foreseeably expected in the context of the provision of ser-vices such as contractual services. Regardless of this limitation, liability per claim is limited to an amount equal to the fees paid by the Customer to roclub in the previous contract year.
16.3 In all other respects, liability for direct and indirect damages (lost profits, consequential damages) - irrespective of the legal grounds - is excluded, both on the part of roclub and the part of its vicarious agents.
16.4 roclub is not liable for the correctness of the data deposited by the software users. roclub does not review this data.
16.5 The limitation period for claims for damages against roclub is one (1) year except in the cases of item 16.1.
17. Indemnity
17.1 The Customer indemnifies roclub against all claims of third parties arising from alleged or actual infringements of rights and/or violations of rights of third parties, in particular employees of the Customer, when using the Remote Operation Platform and undertakes to reimburse all possible costs incurred by roclub as a result of the claims of third parties, insofar as these are attributable to actions of the Customer. Reimbursable costs include, in particular, the costs of reasonable legal prosecution and legal defense that should be incurred by roclub.
17.2 Any further claims for damages shall remain unaffected.
18. Term; Termination
18.1 The term ("Basic Term") of the Agreement shall be one (1) month or twelve (12) months, or such other term as may be individually agreed, under the agreed description of services, and shall be automatically extended by the Basic Term unless either party gives one month's notice of termination to the end of the respective term.
18.2 In case of doubt and unless otherwise agreed, the basic term shall be twelve (12) months.
18.3 The statutory rights of both parties to extraordinary termination for good cause shall remain unaffected. Good cause for extraordinary termination exists if the terminating party, taking into account all circumstances of the individual case and weighing the interests of both parties, cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period. This is the case for the Customer, in particular, if using the software is prohibited by law or by the authorities or is no longer technically possible. Cancellations must be made in writing.
18.4 Upon termination of the contract, the Customer loses access to his account and the platform and can no longer use the services.
18.5. roclub will maintain the customer account for the purpose of data backup for 12 months after the termination of the contract. After these 12 months, the customer account will be permanently deleted.
18.6 If hardware (in particular hardware connectors) has been provided to the Customer during the term of the contract, it must be returned to roclub in proper condition without delay after the termination of the contract. The Customer bears the costs and the transport risk of returning the contractual items to roclub. If the return does not occur in proper condition, roclub can restore the proper condition of the rented item at the Customer's expense or have it restored by third parties. Until the rental object has been restored to its proper condition, it shall be deemed not to have been returned. The same applies if the rental object is returned incomplete. If the Customer does not return the hardware at the end of the contract, the Customer shall continue to pay the agreed basic fee under item 11.2 for each month or part thereof of non-return unless the Customer proves that no damage or only minor damage has been incurred by roclub. Further claims for damages by roclub remain unaffected.
19. Confidentiality
19.1 The parties shall maintain permanent secrecy, must not disclose to third parties, and refrain from further use all information about the respective other party that has become known to them or becomes known to them in connection with this agreement, and that is marked as confidential or is identifiable as business and trade secrets based on other circumstances (hereinafter: "Confidential Information") unless the respective other party has expressly consented to the disclosure or use in text form or the information must be disclosed by law, court decision or an administrative decision.
19.2 In any event, information is not confidential information within the meaning of this item 19 if it is a. already known to the other party before the information is subject to a confidentiality obligation, b. is generally known or becomes known without breach of the confidentiality obligations assumed, or c. disclosed to the other party by a third party without breach of a confidentiality obligation.
19.3 The obligations of this item 19 shall survive the end of the contract.
20. Data processing rights, data security, and shared responsibility
20.1 The Customer grants roclub the right to perform the contract and to reproduce the data to be stored by roclub for the Customer to the extent necessary to provide the services owed under the contract. roclub is also entitled, but not obligated, to keep the data in a failover system or separate failover data center. To eliminate malfunctions, roclub shall have the right to make changes to the structure of the data or the data format.
20.2 In the event of support assistance with customer problems, it may be necessary to access customer records. Access can be granted via a web meeting with the Customer or database analysis. This access is limited to the period of the respective support measure.
20.3 The parties agree that roclub may use the Customer's data in anonymized form for research purposes, analysis, and further software development.
20.4 The collection and further processing of personal data on the platform is the responsibility of the respective Customer. Customers undertake to comply with the respective applicable statutory provisions on data protection (in particular, the GDPR, insofar as it is applicable).
20.5 The Customers each assume the role of joint controllers with roclub for the data processing concerning the collection, use, and evaluation of personal data when using the marketplace function (hereinafter "Usage Data") for the organization of sessions (Art. 26 GDPR). The processing of personal data during the execution of a session shall be excluded from this.
20.6 As a general rule, roclub is responsible for providing data protection information due to the processing of the usage data in the sense of this agreement. Insofar as customers provide their own data protection information, they are solely responsible for its legality and completeness.
20.7 If a data subject asserts rights to rectification, erasure, or restriction of personal data or to information about the stored personal data, the party against whom the assertion of such rights is made shall be responsible for fulfilling the claims of the data subjects. However, the parties agree that roclub shall be designated as the first point of contact vis-à-vis the data subjects. If data subject rights are asserted following this paragraph, the parties shall assist each other to the extent necessary or expedient to safeguard the data subject rights. The Customers shall notify roclub without undue delay in this case.
20.8 Insofar as a party (injured party) suffers damage because the other party (infringer) has breached obligations arising from this item 20, the infringer shall be obliged to compensate the injured party for the damage incurred. If the damage is caused by third parties asserting claims against the injured party, the injured party shall be obliged to indemnify the injured party upon first demand.
20.9 The compensation or indemnity shall include judicial and extrajudicial legal defense costs. To the extent, legally permissible, damages or indemnification shall also include fines imposed on the injured party by a supervisory authority.
20.10 Customers are solely responsible as sole data controllers for processing any health data within the meaning of Art. 9 GDPR and expressly undertake not to process such data as part of joint processing. Customers are obliged to instruct persons under their authority within the meaning of Art. 29 GDPR in this regard.
21. Final provisions
21.1 All disputes between the parties shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. Berlin is the place of jurisdiction for all disputes arising from and in connection with these Terms and Conditions, regardless of the legal basis.
21.2 The contracting parties shall make amendments and additions to these Terms and Conditions only using text form for comprehensibility. This also applies to changes to this formal requirement.
21.3 The Customer is not entitled to transfer this agreement as whole or individual rights and obligations hereunder to third parties or to have them exercised by third parties.
21.4 roclub is entitled to transfer this agreement with all rights and obligations to another company. The transfer becomes effective 28 days after the notification to the Customer. In the event of transferring this contract to another company, the Customer shall have a special right of termination, which must be exercised with a notice period of two weeks after notification.
21.5 roclub is entitled to change or amend these Terms and Conditions at any time. The Customer shall be notified via e-mail about the changes and amendments at least six weeks before they take effect. If the Customer does not agree to the changes, he may object to the changes in text form with a notice period of one week from the date on which the changes or additions are intended to take effect. If the Customer does not object, the changes or amendments to the Terms and Conditions shall be deemed approved by the Customer. This will be pointed out by roclub in the announcement.