Xentom

Terms of Service

Last updated February 23, 2026

1. Introduction and Scope

1.1. These Terms of Service (“Terms” or “Agreement”) govern the use of the Xentom Cloud platform and related services (“Services”) provided by Tobias Mose, operating as a sole proprietorship (Einzelunternehmen) under the trade name “Xentom”, Uhlandstraße 23, 72131 Ofterdingen, Germany, VAT ID: DE366862747 (“Xentom”, “we”, “us”, or “our”).

1.2. By creating an account, accessing, or using the Services, you (“Customer”, “you”, or “your”) acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms, in which case “Customer”, “you”, or “your” shall refer to such entity and its affiliates.

1.3. These Terms apply to all business relationships between the Customer and Xentom. They form part of all contracts concluded with the Customer and shall also apply to future services and offers, even if not separately agreed upon again.

1.4. Any general terms and conditions of the Customer or third parties shall not apply and shall not become part of the contract, even if we do not separately object to their applicability in individual cases.

1.5. In the event of any conflict between these Terms and any separate written agreement executed between you and Xentom (such as an enterprise agreement or order form), the terms of such separate agreement shall prevail to the extent of the conflict.

1.6. The following documents apply in the following order of precedence:

  • Individual written agreements or order forms
  • These Terms of Service
  • The Privacy Policy (available at https://xentom.com/legal/privacy-policy)
  • Any applicable product-specific terms or policies published on our website

2. Definitions

For the purposes of these Terms, the following definitions shall apply:

  • “Account” means the user account created by the Customer to access and use the Services.
  • “Billing Currency” means the currency (Euro or US Dollar) selected at the time of Team creation, in which all charges for that Team will be invoiced and processed. The Billing Currency cannot be changed after Team creation.
  • “Content” means all data, information, text, files, workflows, configurations, and other materials that the Customer uploads, submits, stores, or transmits through the Services.
  • “Customer Data” means any data provided by or on behalf of the Customer through the use of the Services, including Content and any personal data processed on the Customer's behalf.
  • “Instance” means a dedicated unit of computing resources (defined by CPU capacity and memory allocation) provisioned for the Customer within the Xentom Cloud platform to execute workflows.
  • “Integration” means a third-party software component or connector published on the Integration Marketplace that extends the functionality of the Services.
  • “Integration Marketplace” means the section of the Services where developers can publish and share Integrations with other users.
  • “Services” means the Xentom Cloud platform and all related hosted services, tools, APIs, and documentation made available by Xentom, excluding any self-hosted software offerings which are governed by separate license terms.
  • “Team” means the organizational unit within the Services under which one or more users collaborate, resources are provisioned, and billing is managed.
  • “Trial Period” means the 14-day period during which a Customer may evaluate the Services free of charge in accordance with Section 6.
  • “User” means any individual who is authorized by the Customer to access or use the Services under the Customer's Account or Team.

3. Account Registration and Eligibility

3.1. Age Requirement. You must be at least 16 years of age to create an Account and use the Services. By registering, you represent and warrant that you meet this age requirement. If you are under the age of 18, you represent that your legal guardian has reviewed and agrees to these Terms on your behalf.

3.2. Registration. To use the Services, you must create an Account by providing accurate, current, and complete information during the registration process. You agree to promptly update your Account information to keep it accurate, current, and complete. If any information provided is found to be inaccurate, incomplete, or outdated, we reserve the right to suspend or terminate your Account.

3.3. Account Security. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account, whether or not authorized by you. Each User must have unique login credentials that must not be shared with other individuals. You agree to immediately notify Xentom at [email protected] if you become aware of any unauthorized use of your Account or any other breach of security.

3.4. Team Creation and Billing Currency. When creating a Team, you must select a Billing Currency (Euro or US Dollar). All charges associated with that Team will be processed in the selected Billing Currency. The Billing Currency cannot be changed after Team creation.

3.5. Authority. If you are using the Services on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, you must not accept these Terms and may not use the Services.

4. Contract Formation, Duration, and Termination

4.1. Contract Formation. The contract between you and Xentom is formed upon your registration for an Account and acceptance of these Terms. Our presentation of the Services on our website does not constitute a binding offer but rather an invitation to submit an order (invitatio ad offerendum). By registering, you submit a binding offer to enter into a contract. We accept this offer by activating your Account and granting access to the Services.

4.2. Contract Duration. Unless otherwise agreed, the contract is concluded for an indefinite period.

4.3. Ordinary Termination. Either party may terminate the contract with 30 days' notice to the end of a calendar month, without stating reasons. Termination may be communicated in text form (Textform) by email to the respective party's contact address or through the Account administration interface.

4.4. Termination for Cause. Either party reserves the right to terminate the contract with immediate effect for good cause (wichtiger Grund). Good cause for immediate termination by Xentom exists in particular, but is not limited to, the following circumstances:

  • (a) The Customer fails to meet their payment obligations despite a reminder and a reasonable grace period of at least 14 days.
  • (b) The Customer materially breaches their obligations under these Terms, including the acceptable use provisions set forth in Section 9, and fails to cure such breach within 14 days of receiving written notice.
  • (c) The Customer uses the Services in a manner that endangers the security, integrity, or availability of the platform, other customers' data, or Xentom's infrastructure.
  • (d) Insolvency proceedings are opened against the Customer's assets, or the opening of such proceedings is refused for lack of assets.

4.5. Effects of Termination. Upon termination of the contract:

  • (a) Your right to access and use the Services shall cease immediately upon the effective date of termination.
  • (b) Any outstanding fees incurred up to the effective date of termination shall remain due and payable.
  • (c) We will make your Customer Data available for export for a period of 30 days following the effective date of termination, after which we reserve the right to delete all Customer Data in accordance with our data retention practices and applicable law.
  • (d) Provisions of these Terms that by their nature are intended to survive termination shall continue to apply, including but not limited to Sections 11, 12, 14, 15, 16, 18, and 20.

4.6. Suspension. In the event of a material breach by the Customer, Xentom may, as an alternative to immediate termination, suspend the Customer's access to the Services in whole or in part. Xentom will notify the Customer of such suspension and the reasons therefor. Suspension does not relieve the Customer of their payment obligations for the period during which resources remain provisioned.

4.7. Assignment. Neither party may assign or transfer their rights or obligations under this Agreement to a third party without the prior written consent of the other party. Xentom may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without requiring the Customer's consent.

5. Services and Scope

5.1. Platform Description. Xentom Cloud is a web application platform that enables Customers to optimize their workflows. Customers may use the platform to create, manage, and execute workflows using hosted computing resources provided by Xentom.

5.2. Instances. The Services allow Customers to provision Instances with varying levels of CPU capacity and memory allocation. The available Instance types, their specifications, and their respective prices are described on our website at https://xentom.com and may be updated from time to time. Customers may select the Instance type and the number of Instances according to their performance requirements.

5.3. Hosting Region. Workflows are currently hosted exclusively within the European Union. Xentom plans to offer additional hosting regions in the future. Any expansion of hosting regions will be announced on our website.

5.4. Add-On Packages. Xentom may offer additional packages and supplementary services in the future. Such add-on packages will be subject to their own pricing and may be governed by additional product-specific terms, which will be made available at the time of their introduction.

5.5. Usage Calculation. Resource usage is calculated on a per-minute basis and billed in hourly increments. At the end of each calendar month, the Customer receives a detailed overview of the resources consumed during that month.

5.6. Changes to Services. Xentom reserves the right to modify, improve, or discontinue features of the Services, provided that the core functionality of the Services as described at the time of the Customer's subscription is not materially diminished. Xentom will use commercially reasonable efforts to notify Customers of material changes in advance. Services offered free of charge may be discontinued or made available only as paid services upon prior notice.

5.7. Documentation. Xentom provides documentation for the Services. The Customer is responsible for reviewing and complying with the applicable documentation when using the Services.

6. Trial Period

6.1. Free Trial. Xentom offers a 14-day Trial Period during which the Customer may evaluate the Services free of charge. The Trial Period begins upon Account activation and ends automatically after 14 calendar days unless the Customer subscribes to a paid plan before expiration.

6.2. Trial Limitations. During the Trial Period, the Services may be subject to limitations on available features, Instance types, usage volumes, or other restrictions as described on our website. Xentom reserves the right to modify the terms, conditions, features, and duration of the Trial Period at any time.

6.3. No Automatic Conversion. The Trial Period does not automatically convert into a paid subscription. Upon expiration of the Trial Period, the Customer must actively select a paid plan and provide valid payment information to continue using the Services. If the Customer does not subscribe to a paid plan, access to the Services will be suspended upon expiration of the Trial Period.

6.4. Trial Data. Customer Data created during the Trial Period will be retained for 30 days after the Trial Period expires. If the Customer does not subscribe to a paid plan within this retention period, Xentom reserves the right to permanently delete all Customer Data associated with the Account.

6.5. No Warranty for Trial. The Services provided during the Trial Period are made available on an “as is” and “as available” basis without any warranty of any kind. Xentom shall have no liability of any type with respect to the Services provided during the Trial Period, except to the extent such limitation of liability is not enforceable under applicable mandatory law.

7. Fees, Payment, and Billing

7.1. Pricing. The Services are provided at the prices published on our website at https://xentom.com at the time of use. All prices are stated exclusive of applicable statutory value-added tax (VAT) or other applicable taxes, which will be added where required by law. For Customers located in the European Union who provide a valid VAT identification number, the reverse-charge mechanism may apply in accordance with applicable VAT regulations.

7.2. Usage-Based Billing. Resource usage is calculated on a per-minute basis and billed in hourly increments. The Customer shall be charged for the actual resources consumed during each billing period.

7.3. Billing Currency. All charges for a Team are invoiced and processed in the Billing Currency selected at Team creation (Euro or US Dollar). A subsequent change of the Billing Currency is not possible.

7.4. Billing Cycle. Invoices are generated at the end of each calendar month for the resources consumed during that month. Each invoice includes a detailed breakdown of the resources used, the duration of usage, and the corresponding charges.

7.5. Payment Method. Payment is made by credit card through our payment service provider, Stripe, Inc. (“Stripe”). By providing your credit card information, you authorize Xentom (via Stripe) to charge the applicable fees to your credit card. You are responsible for ensuring that a valid payment method is on file at all times and for complying with the terms and conditions of Stripe (available at https://stripe.com/legal).

7.6. Payment Due Date. Invoices are due and payable upon receipt. By providing a valid payment method, you authorize Xentom to automatically charge the fees due upon invoice generation.

7.7. Late Payment. If payment is not received by the due date, Xentom is entitled, without prior notice of default (Mahnung), to charge default interest from the day following the due date at the statutory rate pursuant to Section 288 of the German Civil Code (BGB). For business customers (Unternehmer), the default interest rate shall be nine percentage points above the respective base rate of the European Central Bank; for consumers (Verbraucher), it shall be five percentage points above the base rate. Xentom additionally reserves the right to suspend the Services in accordance with Section 4.6 if payment remains outstanding for more than 14 days after a payment reminder.

7.8. Taxes. The Customer is responsible for all applicable taxes, duties, and other governmental charges arising from the use of the Services, except for taxes based on Xentom's net income. If Xentom is required by law to collect or remit taxes on the Customer's behalf, such taxes will be invoiced to the Customer and added to the fees.

7.9. Price Changes. Xentom reserves the right to change its prices. Price changes will be communicated to the Customer at least 30 days in advance via the Account or the email address on file. The Customer's continued use of the Services after the effective date of a price change constitutes acceptance of the new prices. If the Customer does not agree with a price change, the Customer may terminate the contract in accordance with Section 4.3.

7.10. Invoicing. Invoices are provided exclusively in electronic form at no charge. All invoice-related communications are sent to the email address associated with the Customer's Account.

8. Right of Withdrawal (Consumer Customers Only)

This Section 8 applies only to Customers who qualify as consumers (Verbraucher) within the meaning of Section 13 of the German Civil Code (BGB).

8.1. Withdrawal Right. You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period expires 14 days after the day of the conclusion of the contract.

8.2. Exercise of Withdrawal. To exercise the right of withdrawal, you must inform us of your decision to withdraw from this contract by an unequivocal statement (e.g., a letter sent by post or email). You may use the model withdrawal form set out below, but it is not obligatory. You may also submit your withdrawal through your Account settings. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Contact for withdrawal:

Tobias Mose (Xentom)
Uhlandstraße 23
72131 Ofterdingen
Germany
Email: [email protected]

8.3. Effects of Withdrawal. If you withdraw from this contract, we shall reimburse all payments received from you without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

8.4. Compensation for Services Already Provided. If you requested that the Services begin during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you communicated to us your withdrawal from this contract, in comparison with the full coverage of the contract. This proportional amount shall be calculated based on the actual usage of the Services during the period prior to withdrawal.

8.5. Model Withdrawal Form

To: Tobias Mose (Xentom), Uhlandstraße 23, 72131 Ofterdingen, Germany, Email: [email protected]

I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the provision of the following service: ____________

Ordered on (*) / received on (*): ____________

Name of consumer(s): ____________

Address of consumer(s): ____________

Signature of consumer(s) (only if this form is submitted on paper): ____________

Date: ____________

(*) Delete as appropriate.

8.6. Expiry of the Right of Withdrawal. The right of withdrawal shall expire prematurely if Xentom has fully performed the Service and the Customer has given prior express consent to the commencement of the Service and has acknowledged that they will lose their right of withdrawal once the contract has been fully performed by Xentom.

9. Customer Obligations and Acceptable Use

9.1. Lawful Use. The Customer is obligated to use the Services in compliance with all applicable laws and regulations, including but not limited to telecommunications law, data protection law (including the GDPR), intellectual property law, competition law, export control regulations, and any applicable national and international laws.

9.2. Accuracy of Information. The Customer warrants that all information provided to Xentom is accurate and complete. The Customer shall notify Xentom of any changes to their information without undue delay, and in any event within 14 days. Upon request, the Customer shall provide appropriate evidence of the accuracy of their information.

9.3. Account Responsibility. The Customer is responsible for all activities conducted through their Account and by their authorized Users. The Customer shall ensure that all Users comply with these Terms.

9.4. Infrastructure Integrity. The Customer shall configure and use the Services in such a manner that the integrity, security, and availability of Xentom's networks, servers, and infrastructure, as well as the data of other customers, are not compromised.

9.5. Prohibited Uses. The following uses of the Services are strictly prohibited:

  • (a) Using the Services for any unlawful purpose or in violation of any applicable law or regulation.
  • (b) Distributing, storing, or transmitting any content that is illegal, infringes the rights of third parties (including intellectual property rights, privacy rights, or personality rights), is defamatory, obscene, threatening, abusive, or otherwise objectionable.
  • (c) Distributing malware, viruses, worms, Trojan horses, or other harmful or malicious code or content.
  • (d) Conducting or facilitating denial-of-service (DoS/DDoS) attacks, port scanning, or any other activity that disrupts or interferes with the Services or the infrastructure of Xentom or third parties.
  • (e) Sending unsolicited bulk or commercial messages (spam) or operating open mail relays.
  • (f) Mining, farming, plotting, or otherwise generating cryptocurrencies.
  • (g) Attempting to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services.
  • (h) Using the Services to build a competitive product or service, or copying any features, functions, or graphics of the Services.
  • (i) Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code of the Services, except to the extent expressly permitted by applicable mandatory law (e.g., for interoperability purposes under EU Directive 2009/24/EC).
  • (j) Reselling, sublicensing, or distributing the Services to third parties without the prior written consent of Xentom.
  • (k) Removing, altering, or obscuring any proprietary notices, labels, or marks on or within the Services.

9.6. Consequences of Violations. In the event of a violation of these acceptable use provisions, Xentom may, without prior notice, suspend the Customer's access to the Services and/or terminate the contract for cause in accordance with Section 4.4. The Customer shall be liable for any damages resulting from such violations and shall indemnify Xentom in accordance with Section 15.

9.7. Third-Party Use. The Customer is entitled to grant authorized Users (including employees and contractors) access to the Services under the Customer's Account. The Customer remains the sole contracting party with Xentom and is fully responsible for all Users' compliance with these Terms. The Customer shall ensure that Users are bound by terms no less restrictive than those set forth herein.

10. Integration Marketplace

10.1. Description. The Integration Marketplace is a platform within the Services where developers (“Integration Developers”) can publish, share, and distribute Integrations that extend the functionality of the Services.

10.2. Third-Party Content. Integrations available on the Integration Marketplace are created and maintained by third-party Integration Developers, not by Xentom, unless expressly identified as official Xentom integrations. Xentom does not endorse, warrant, or assume any responsibility for the quality, accuracy, reliability, security, suitability, or legality of any third-party Integration.

10.3. Use at Own Risk. The Customer's use of any third-party Integration is at the Customer's sole risk and is governed by any terms, conditions, or licenses provided by the respective Integration Developer. Xentom shall not be liable for any loss, damage, or claim arising from the Customer's use of any third-party Integration.

10.4. Developer Obligations. Integration Developers who publish Integrations on the Marketplace agree that:

  • (a) Their Integrations comply with all applicable laws and do not infringe the rights of any third party.
  • (b) Their Integrations do not contain any malicious code, malware, or other harmful components.
  • (c) They provide accurate descriptions and documentation for their Integrations.
  • (d) They are solely responsible for the support and maintenance of their Integrations.

10.5. Removal of Integrations. Xentom reserves the right to remove, disable, or restrict access to any Integration from the Marketplace at any time and without prior notice if, in Xentom's sole discretion, the Integration violates these Terms, applicable law, or the rights of third parties, or poses a risk to the security or integrity of the Services.

10.6. No Marketplace Fees. Currently, Integrations are published and made available on the Marketplace free of charge. Xentom reserves the right to introduce fees, revenue-sharing arrangements, or other commercial terms for the Marketplace in the future. Any such changes will be communicated in advance.

10.7. Data Sharing. Customers acknowledge that using an Integration may involve sharing Customer Data with the Integration Developer. Xentom is not responsible for how Integration Developers process, store, or use Customer Data. Customers should review the Integration Developer's privacy policy and terms before enabling an Integration.

11. Data Protection and Privacy

11.1. Privacy Policy. Xentom processes personal data in accordance with the General Data Protection Regulation (GDPR) and other applicable data protection laws. For detailed information, please refer to our Privacy Policy at https://xentom.com/legal/privacy-policy.

11.2. Customer as Controller. Where the Customer processes personal data of third parties using the Services, the Customer remains the sole data controller within the meaning of the GDPR. Xentom acts as a data processor only to the extent agreed in a separate Data Processing Agreement (DPA).

11.3. Data Processing Agreement. If the Customer processes personal data of third parties through the Services, the Customer is responsible for concluding a Data Processing Agreement (DPA) with Xentom in accordance with Article 28 GDPR. Xentom offers the Customer the option to enter into a DPA through the Account administration interface. A DPA is not automatically concluded.

11.4. Customer Responsibility. Xentom cannot generally determine whether the Customer processes personal data of third parties through the Services. The Customer is therefore obligated to inform Xentom of such processing and to provide all necessary information, including the categories of data subjects and personal data, the purposes of processing, and any other information required under Article 28 GDPR. Until a DPA is concluded, Xentom assumes that the Customer does not process personal data of third parties through the Services.

11.5. Data Security. Xentom implements and maintains commercially reasonable technical and organizational measures to protect Customer Data against unauthorized access, loss, destruction, or alteration. However, the Customer acknowledges that no method of electronic transmission or storage is entirely secure, and Xentom cannot guarantee absolute security.

11.6. Data Location. Customer Data processed through the Services is stored within the European Union. Xentom may introduce additional hosting regions in the future, in which case the Customer will be able to select the hosting region for their data.

12. Intellectual Property

12.1. Xentom's Intellectual Property. Xentom and its licensors retain all right, title, and interest in and to the Services, including all related intellectual property rights (copyrights, patents, trademarks, trade secrets, and other proprietary rights). These Terms do not convey to the Customer any rights of ownership in or related to the Services. The Customer is granted only a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the term of the contract, solely for the Customer's own internal business or personal purposes, as applicable.

12.2. Customer Content. The Customer retains all right, title, and interest in and to their Content. By using the Services, the Customer grants Xentom a limited, worldwide, non-exclusive, royalty-free license to use, copy, process, store, and display the Customer's Content solely as necessary to provide, maintain, and improve the Services and to comply with applicable law. This license terminates upon deletion of the Customer's Content from the Services or termination of the contract, except to the extent Xentom is required to retain such data under applicable law.

12.3. Feedback. If the Customer provides any suggestions, ideas, enhancement requests, or other feedback regarding the Services (“Feedback”), the Customer hereby grants Xentom a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, incorporate, and exploit such Feedback for any purpose without any obligation to the Customer. Feedback shall not include Customer Confidential Information.

12.4. Proprietary Notices. The Customer shall not remove, alter, or obscure any copyright notices, trademark attributions, or other proprietary notices or markings on or within the Services.

13. Availability and Support

13.1. Availability. Xentom will use commercially reasonable efforts to make the Services available. However, the Services are provided on a “best effort” basis and Xentom does not guarantee any specific level of availability or uptime. The Customer acknowledges that temporary interruptions may occur due to maintenance, updates, technical issues, or circumstances beyond Xentom's reasonable control.

13.2. Scheduled Maintenance. Xentom will endeavor to perform scheduled maintenance during off-peak hours and will use reasonable efforts to notify Customers in advance of planned maintenance windows that may result in service interruptions.

13.3. Support. Xentom may provide customer support via email at [email protected] during regular business hours. The scope, response times, and availability of support services may vary and are not guaranteed unless otherwise agreed in a separate support agreement.

13.4. No Liability for Downtime. To the extent permitted by applicable law, Xentom shall not be liable for any damages, losses, or costs arising from temporary unavailability of the Services, except in cases of intentional misconduct or gross negligence by Xentom.

14. Liability

14.1. Unlimited Liability. Xentom shall be liable without limitation for damages caused by intentional misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit), as well as for damages arising from injury to life, body, or health, and for any liability under the German Product Liability Act (Produkthaftungsgesetz) or other applicable mandatory law.

14.2. Limited Liability for Cardinal Obligations. In cases of slight negligence (einfache Fahrlässigkeit), Xentom shall only be liable for the breach of material contractual obligations (wesentliche Vertragspflichten), i.e., obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the Customer may regularly rely (cardinal obligations). In such cases, Xentom's liability shall be limited to the foreseeable, contract-typical damages. The total liability of Xentom under this provision shall not exceed 100% of the total fees paid by the Customer to Xentom in the twelve (12) months preceding the event giving rise to the liability.

14.3. Exclusion of Consequential Damages. To the extent permitted by applicable law and subject to the provisions of Section 14.1, Xentom shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunities, or business interruption, regardless of the legal theory upon which the claim is based.

14.4. Data Backup. The Customer is solely responsible for maintaining regular backups of their Content and data outside the Services. In the event of data loss, the Customer shall be obligated to re-transmit the relevant data to Xentom free of charge or to restore it at their own expense. Before making any changes, updates, or modifications to their workflows or configurations, the Customer is obligated to perform a complete backup.

14.5. Applicability. The limitations of liability set forth in this Section 14 apply to all claims for damages, regardless of their legal basis, including contractual and non-contractual claims. The limitations also apply in favor of Xentom's employees, agents, and vicarious agents (Erfüllungsgehilfen).

15. Indemnification

15.1. Customer Indemnification. The Customer agrees to indemnify, defend, and hold harmless Xentom and its employees, agents, and representatives from and against any and all third-party claims, demands, actions, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

  • (a) The Customer's use of the Services in violation of these Terms or applicable law.
  • (b) The Customer's Content or any claim that the Customer's Content infringes or misappropriates the intellectual property rights or other rights of any third party.
  • (c) Any acts or omissions of the Customer's Users or any third party accessing the Services through the Customer's Account.

15.2. Cooperation. Xentom will promptly notify the Customer of any claim subject to indemnification and will provide the Customer with reasonable cooperation in the defense of such claim at the Customer's expense. Xentom reserves the right to participate in the defense of any claim with its own counsel at its own expense.

16. Confidentiality

16.1. Confidential Information. Each party (“Receiving Party”) acknowledges that the other party (“Disclosing Party”) may disclose business, technical, or financial information relating to the Disclosing Party's business (“Confidential Information”). Confidential Information of Xentom includes non-public information regarding the features, functionality, performance, and security of the Services. Confidential Information of the Customer includes Customer Data.

16.2. Obligations. The Receiving Party agrees to: (a) take reasonable precautions to protect the Disclosing Party's Confidential Information, applying at least the same degree of care as it applies to its own confidential information but no less than reasonable care; (b) not use the Disclosing Party's Confidential Information for any purpose other than the performance of its obligations under this Agreement; and (c) not disclose the Disclosing Party's Confidential Information to any third party except as required for the performance of this Agreement or as required by law.

16.3. Exceptions. The obligations under Section 16.2 shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party without obligation of confidentiality; (c) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

16.4. Legally Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice (where legally permitted) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

16.5. Duration. The obligations of confidentiality under this Section 16 shall survive termination of this Agreement for a period of three (3) years.

17. Changes to These Terms

17.1. Right to Modify. Xentom reserves the right to modify these Terms at any time. Xentom will notify the Customer of any material changes at least 30 days in advance by posting a notice on the website and/or by sending notification to the email address associated with the Customer's Account.

17.2. Acceptance. The Customer's continued use of the Services after the effective date of the modified Terms constitutes acceptance of the changes. If the Customer does not agree to the modified Terms, the Customer may terminate the contract in accordance with Section 4.3 before the effective date of the changes. If the Customer terminates the contract for this reason, any prepaid fees for unused Services shall be refunded on a pro-rata basis.

17.3. Current Version. The current version of these Terms is always available at https://xentom.com/legal/terms.

18. Governing Law and Jurisdiction

18.1. Governing Law. These Terms and the contractual relationship between the Customer and Xentom 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) and conflict-of-law rules of international private law.

18.2. Jurisdiction for Business Customers. For Customers who are merchants (Kaufleute), legal entities under public law, or special funds under public law (öffentlich-rechtliche Sondervermögen), the exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement shall be Stuttgart, Germany. Xentom also retains the right to bring proceedings at the Customer's place of business.

18.3. Consumer Jurisdiction. If the Customer is a consumer (Verbraucher), the mandatory statutory provisions regarding jurisdiction, including the consumer's right to bring proceedings at their place of domicile, shall remain unaffected.

18.4. Compliance with Laws. The Customer is responsible for complying with all applicable laws and regulations in connection with their use of the Services, including but not limited to export and import control regulations.

19. Dispute Resolution

19.1. EU Online Dispute Resolution. The European Commission provides a platform for online dispute resolution (ODR), available at https://ec.europa.eu/consumers/odr.

19.2. Consumer Arbitration. Xentom is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board (Verbraucherschlichtungsstelle).

20. Miscellaneous

20.1. Severability. Should any provision of these Terms be or become invalid, unenforceable, or incomplete in whole or in part, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, the parties agree that a valid provision shall apply which comes closest to the economic purpose and intent of the invalid or unenforceable provision. The same shall apply in the event of any gap in these Terms.

20.2. Entire Agreement. These Terms, together with the documents referenced herein (including the Privacy Policy, any DPA, and any applicable order forms), constitute the entire agreement between the Customer and Xentom with respect to the use of the Services and supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the subject matter hereof.

20.3. No Waiver. The failure by either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

20.4. Written Form. Amendments and supplements to these Terms must be in text form (Textform) unless a stricter form is required by law. This also applies to any waiver of this written form requirement.

20.5. Notices. All notices under these Terms shall be in writing (text form is sufficient) and shall be deemed duly given: (a) when delivered personally; (b) when sent by email, upon electronic confirmation of receipt or, in the absence of such confirmation, one business day after sending; or (c) when sent by registered mail, upon receipt. Notices to Xentom shall be sent to [email protected] or to the postal address stated in Section 1.1.

20.6. Force Majeure. Neither party shall be liable for any delay or failure in performance resulting from causes beyond such party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, pandemics, epidemics, governmental actions or orders, fire, flood, strikes, power failures, internet or telecommunications outages, or cyberattacks. The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to mitigate its effects. If a force majeure event continues for more than 60 days, either party may terminate this Agreement upon written notice.

20.7. No Agency. Nothing in these Terms shall be construed as creating an agency, partnership, joint venture, or employment relationship between the parties.

20.8. Language. These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail, except where mandatory law requires otherwise.