Terms of Service (ToS)

§1 Subject matter, parties, and acceptance

1.1 Parties. These Terms of Service (“ToS”) govern the use of the justsayin services (“Services”) provided by Unendlich UG (haftungsbeschränkt), Rotherstraße 24, 10245 Berlin, registered with the Amtsgericht Charlottenburg under HRB 253965 B (“justsayin”, “we”), by the customer accepting these ToS (“Customer”, “you”).

1.2 The Agreement. These ToS, together with justsayin’s Data Processing Agreement (“DPA”), its Privacy Policy, and any plan, order, or product-specific terms the parties expressly agree, form the agreement between the parties (the “Agreement”).

1.3 Acceptance. By creating an account — the sign-up presents a conspicuous notice referencing these ToS, the Privacy Policy, and the DPA — or by using the Services, Customer accepts these ToS and the Agreement, and the contract is concluded. justsayin may decline or refer back a registration at its reasonable discretion (for example, where the applicant appears to be a competitor, or where the intended use would breach these ToS or applicable law).

1.4 Order of precedence. In case of conflict: (a) the DPA prevails on the subject matter of the Processing of personal data; (b) a plan- or order-specific term the parties have expressly agreed prevails over these general ToS for the matter it addresses; and (c) otherwise these ToS apply.

1.5 Customer’s terms excluded. Terms and conditions of the Customer do not apply, even where justsayin does not expressly object to them; they become part of the Agreement only where justsayin has expressly agreed to them in writing.

1.6 Defined terms. Capitalised terms used but not defined in these ToS (including “Customer Personal Data”, “Service Data”, “Sub-processor”, “Data Subject”, “Standard Contractual Clauses”, and “Processing”/”Process”) have the meaning given to them in the DPA or, failing that, in the GDPR.

§2 The Services; changes to the Services

2.1 The Services. The Services are justsayin’s voice-first feedback platform, through which Customer collects, reviews, and manages feedback submitted by its end users via a feedback widget and, where Customer enables it, a public feedback board, together with the related transcription and AI-analysis functionality, as described in the then-current description of the Services on justsayin’s website and within the Services themselves (the “Service Description”). The Service Description describes the functional scope owed.

2.2 Provision. justsayin provides Customer with access to the Services for the term of the Agreement, in accordance with §9 (Warranty). The availability and behaviour of particular features may depend on the plan selected and on Customer’s configuration of the Services.

2.3 Changes to the Services. justsayin may modify, further develop, or discontinue features of the Services where it has a valid reason to do so (for example, to comply with law, to address security or technical requirements, to retire end-of-life features, or to reflect changes in the Services’ technical or market environment), provided that the core functionality contracted for by a paying Customer is not thereby materially impaired. justsayin will give reasonable advance notice of any change that materially and adversely affects that core functionality (and at least 30 days’ notice where practicable); where such a change significantly impairs Customer’s use of the Services, Customer may terminate the affected Services on notice, with a pro-rata refund of any prepaid, unused fees. Services provided free of charge may be changed, restricted, or discontinued at any time (§9.6).

§3 Account, eligibility, and credentials

3.1 Registration. To use the Services, Customer registers an account (by email and password, or through a supported single-sign-on provider) and provides accurate and current registration information, which it keeps up to date.

3.2 Eligibility — business customers only. The Services are directed exclusively at businesses — entrepreneurs (Unternehmer, § 14 BGB) acting in the exercise of their trade, business, or profession, and bodies under public law — and are not offered to consumers (Verbraucher, § 13 BGB).

3.3 Credentials and account security. Customer keeps its account credentials and any project keys or API keys secure, does not disclose them to unauthorised third parties, is responsible for activity occurring under its account, and notifies justsayin without undue delay of any actual or suspected unauthorised use (consistent with the cooperation duty in the DPA, §6.4).

3.4 Authorised users. Customer is responsible for its workspace members and other authorised users, and for their compliance with the Agreement, as if their acts and omissions were Customer’s own.

3.5 Suspension. justsayin’s rights to suspend access (for example, on a material breach, a security risk, abusive use, or overdue payment) are set out in §11 (Term and termination).

§4 Plans, fees, and payment

4.1 Plans. The Services are offered on a free plan and on one or more paid plans. The functional scope, usage limits, and fees of each plan are those stated for that plan at the time Customer subscribes (for example, on justsayin’s pricing page or in the applicable order). The plan selected determines which features and limits are available to Customer (§2.2).

4.2 Free plan. Where Customer uses the Services on the free plan, no fees are payable. justsayin may change, restrict, or discontinue the free plan, in whole or in part, at any time (§2.3); justsayin’s warranty and liability in respect of the free Services are limited as set out in §9.6.

4.3 Fees and billing. Fees for a paid plan are payable in advance for the billing period selected by Customer at subscription (monthly or annual). justsayin, through its payment service provider, charges the fees to the payment method Customer provides, in the currency stated at checkout, on each billing date until the subscription is terminated. Customer keeps its payment and billing details accurate and current.

4.4 Taxes. All fees are stated exclusive of value-added tax (VAT) and any other applicable taxes or duties. Where justsayin is required to charge VAT, it is added at the applicable rate. For a supply to a business customer established in another EU Member State, the reverse-charge mechanism applies (§ 13b UStG; Article 196 of Directive 2006/112/EC), Customer accounts for VAT in its own Member State, and Customer provides a valid VAT identification number where it relies on the reverse charge. Supplies to customers established outside the European Union are generally not subject to German VAT. Customer is responsible for the accuracy of the tax-relevant information it provides.

4.5 Term and automatic renewal. A paid subscription runs for the billing period selected by Customer and renews automatically for successive periods of the same length, at the fees then in effect (§4.7), unless Customer cancels it before the end of the current period or the Agreement is otherwise terminated (§11). Cancellation takes effect at the end of the then-current paid period, and Customer retains access to the paid Services until then.

4.6 Late payment. If a payment is overdue, justsayin is entitled to default interest and to the other remedies provided by statute (§§ 286, 288 BGB), and may suspend or restrict access to the paid Services in accordance with §11 until payment is made. Before suspending for non-payment, justsayin will give Customer notice and a reasonable opportunity to pay, unless a further delay would be unreasonable.

4.7 Changes to fees. justsayin may change the fees for a paid plan for future billing periods. Any such change is made in accordance with the amendment mechanism and notice period in §13, takes effect at Customer’s next renewal, and does not affect fees already paid for the current period. Where Customer does not wish to accept the change, it may terminate the affected subscription with effect from the date the change would otherwise take effect.

4.8 No refunds. Except where §2.3 (material adverse change) or §9 (uncured defect) gives Customer a right to a pro-rata refund of prepaid, unused fees, or where mandatory law requires otherwise, fees already paid are non-refundable, and cancelling a subscription before the end of a paid period does not entitle Customer to a refund for the remainder of that period.

4.9 Set-off and retention. Customer may set off (aufrechnen) only with claims that are undisputed or have been finally adjudicated (rechtskräftig festgestellt), and may exercise a right of retention (Zurückbehaltungsrecht) only where its counterclaim arises from the same contractual relationship. Customer’s mandatory statutory rights remain unaffected.

§5 Acceptable use and Customer content

5.1 Lawful use. Customer will use the Services only for its own lawful business purposes and in accordance with the Agreement, the Service Description, and applicable law.

5.2 Customer content; data protection. “Customer Content” means the feedback, voice recordings, transcripts, typed text, screenshots, comments, page and session context, and other data submitted to or collected through Customer’s widget and public board, together with the AI-derived metadata generated from them. As between the parties, Customer Content belongs to Customer, and Customer is responsible for it and for the means by which it is collected. The parties’ data-protection responsibilities and warranties — including Customer’s responsibility for having a valid legal basis and for providing the notices and obtaining the consents required (Article 6 and, where relevant, Article 9 GDPR) — are set out in the DPA (in particular DPA §2.6), which governs and is not restated here.

5.3 Prohibited conduct. Customer will not, and will not permit its authorised users or any third party to:

(a) use the Services in breach of applicable law or third-party rights, or to submit, store, or distribute unlawful, infringing, or harmful content;

(b) deploy the widget on domains other than those Customer is authorised to use and has configured for the relevant project, or use the Services to collect data from individuals without the notice and consent required;

(c) introduce malware, or attempt to gain unauthorised access to, disrupt, or circumvent the security or integrity of the Services or their underlying infrastructure;

(d) probe, scan, scrape, or place an unreasonable load on the Services, or use them to send unsolicited communications;

(e) reverse-engineer, decompile, or disassemble the Services, or attempt to derive their source code, except to the extent this restriction is prohibited by mandatory law (§ 69e UrhG);

(f) resell, sublicense, rent, or otherwise make the Services available to a third party except as expressly permitted under the Agreement;

(g) use the Services as an intended means to Process special categories of personal data (Article 9 GDPR) or personal data relating to criminal convictions and offences (Article 10 GDPR); the handling of such data where it incidentally occurs in free-form feedback is addressed in DPA §2.6(c) and Annex A.9; or

(h) remove, obscure, or alter any proprietary, copyright, trademark, or confidentiality notice contained in or displayed by the Services, the widget, or the justsayin code.

5.4 Public feedback board. Where Customer enables the public feedback board, Customer is responsible for the content its end users post there and for moderating that content using the moderation controls justsayin makes available. Customer decides what is published on, and removed from, its board.

5.5 No general monitoring; justsayin’s enforcement. justsayin does not monitor Customer Content and is under no general obligation to do so (consistent with Article 8 of Regulation (EU) 2022/2065, the Digital Services Act). Where justsayin becomes aware of content or use that is unlawful or breaches this §5, it may remove or disable access to the affected content, and may suspend the affected Services or account, to the extent reasonably necessary and, where practicable, with notice to Customer; the suspension and termination rights in §11 apply. justsayin will act on substantiated notices of unlawful content as required by applicable law.

5.6 Responsibility for users. Customer is responsible for the compliance of its authorised users and end users with this §5 as if their acts and omissions were Customer’s own (§3.4); a breach of this §5 by any of them is a breach by Customer.

5.7 Consequences. A breach of this §5 may lead to suspension or termination under §11 and may give rise to the indemnity under the DPA (§14.2), without prejudice to justsayin’s other rights and remedies.

§6 Intellectual property and licences

6.1 justsayin’s intellectual property. The Services — including the platform, the widget, the underlying software, and any documentation — and all intellectual property rights in them are and remain justsayin’s (or its licensors’). Except for the rights expressly granted in this §6, no rights in the Services are assigned or licensed to Customer.

6.2 Licence to use the Services. Subject to Customer’s compliance with the Agreement, justsayin grants Customer, for the term of the Agreement, a non-exclusive, non-transferable, and non-sublicensable right to access and use the Services, and to install and embed the widget on the domains Customer is authorised to use, for Customer’s own internal business purposes. Customer will not use the Services beyond the scope of this licence (§5.3).

6.3 Licence to Customer Content. Customer grants justsayin a non-exclusive licence, which justsayin may exercise through its Sub-processors (§7; DPA §9), to host, store, reproduce, transmit, display, and process Customer Content, and to generate transcripts, analysis, and other derived metadata from it, in each case solely to provide, operate, secure, and maintain the Services in accordance with the Agreement and — as regards personal data — on Customer’s documented instructions under the DPA. justsayin acquires no rights in Customer Content beyond this licence.

6.4 Aggregated and Anonymised Data. justsayin’s creation and use of Aggregated and Anonymised Data derived from Customer Content are governed by the DPA (DPA §1.6 and §2.1(c)) and are not restated here. Such data is irreversibly anonymised, is not personal data, and is used only for justsayin’s lawful business purposes.

6.5 Feedback on the Services. If Customer or its users provide justsayin with suggestions, ideas, or other feedback about the Services themselves (as distinct from Customer Content), justsayin may use them without restriction and without obligation to Customer, including to improve and develop the Services.

6.6 Third-party and open-source components. The Services may incorporate third-party or open-source components licensed under their own terms; to the extent of any conflict with this §6, those terms govern the use of those components.

6.7 Customer reference. justsayin may identify Customer as a customer of justsayin and use Customer’s name and logo for that purpose on its website and in its promotional materials. This permission is limited to identifying an existing customer relationship; any other use of a party’s name, logo, or other trademarks requires that party’s prior written consent. Customer may withdraw this permission at any time, with effect for the future, by notice to justsayin, after which justsayin will cease the relevant use within a reasonable period.

§7 Sub-processors and third-party services

7.1 Third-party services. justsayin uses third-party services and Sub-processors to provide the Services — including cloud hosting, object storage, AI-based transcription and analysis, email delivery, and logging. justsayin selects and engages them with reasonable care.

7.2 Sub-processors of personal data. Where a Sub-processor Processes Customer Personal Data, its engagement, the current list of Sub-processors, the notification of changes, and Customer’s right to object are governed by the DPA (DPA §9 and Annex C) and are not restated here.

7.3 Effect on the Services. The Services depend on these third-party services, and changes to, unavailability of, or discontinuation of a third-party service or Sub-processor may affect the Services; such events do not constitute defects (§9.4). justsayin remains responsible for providing the Services in accordance with §9 notwithstanding its use of third parties, subject to the limitations of liability in §10.

§8 Data protection

8.1 The DPA governs. The Processing of personal data in connection with the Services is governed by justsayin’s Data Processing Agreement (the “DPA”), which forms part of, and is incorporated into, the Agreement. To the extent of any conflict between these ToS and the DPA on the Processing of personal data, the DPA prevails (§1.4).

8.2 Roles. With respect to personal data submitted to or collected through the widget and public board (Customer Personal Data), justsayin acts as processor on Customer’s documented instructions; with respect to the data justsayin Processes for its own business operations (Service Data), justsayin acts as an independent controller under its Privacy Policy. The allocation of roles is set out in the DPA (DPA §1.4–§1.5 and §2.1).

8.3 Customer’s responsibilities. Customer’s data-protection responsibilities and warranties — including its responsibility for the legal basis, notices, and consents required for the Processing it instructs — are set out in the DPA (DPA §2.6) and in §5.2, and are not restated here.

§9 Warranty (Mängelhaftung)

9.1 Warranted condition. justsayin warrants that, for the term of the Agreement, the Services will in all material respects conform to the then-current Service Description (§2.1). A defect exists only where the Services deviate from the Service Description in a way that significantly impairs their suitability for the contractually intended use.

9.2 Remedy of defects. justsayin will remedy material defects within a reasonable time appropriate to the defect, by providing a corrected or updated version of the Services or reasonable workaround instructions, and will maintain the Services in a condition suitable for their contractual use during the term.

9.3 Limits of the warranty. justsayin does not warrant that the Services will be uninterrupted, error-free, or fit for any purpose beyond the functionality described in the Service Description, or that they will meet Customer’s individual requirements. In particular, because transcription and AI analysis are produced by probabilistic machine-learning systems, justsayin does not warrant the accuracy, completeness, or fitness for a particular purpose of any transcript, classification, summary, or other AI-generated output; Customer is responsible for reviewing such output before relying on it.

9.4 Availability. justsayin uses commercially reasonable efforts to keep the Services available but does not guarantee any particular level of availability unless separately agreed in writing. Planned maintenance (notified in advance where practicable), force majeure, failures of telecommunications networks or of third-party services or Sub-processors, and other events outside justsayin’s reasonable control do not constitute defects.

9.5 No-fault liability for initial defects excluded. To the extent the Agreement is to be characterised as a lease (Mietvertrag), justsayin’s strict liability without fault for defects already existing when the Agreement is concluded (§ 536a(1), first alternative, BGB) is excluded; justsayin remains liable for such defects where it is responsible for them, and this exclusion is without prejudice to the cases of unlimited liability in §10.1 (in particular injury to life, body, or health).

9.6 Free or no-charge use. Where the Services, or parts of them, are provided free of charge, justsayin is not obliged to remedy defects, and its warranty and liability in respect of the free Services are limited to intent and gross negligence (in line with §§ 598, 599 BGB for the gratuitous provision of use), without prejudice to the cases of unlimited liability in §10.1 (in particular injury to life, body, or health, and liability under the Product Liability Act). justsayin may modify, restrict, or discontinue free Services at any time.

9.7 Customer’s responsibilities. The warranty does not cover defects or impairments resulting from use of the Services contrary to the Service Description or the Acceptable Use terms, from Customer’s own systems, integrations, or configurations, or from modifications not made or authorised by justsayin. Customer will notify justsayin of defects without undue delay and with a reasonable description.

9.8 No further warranties. Except as expressly set out in this §9 and to the extent warranty rights arise under mandatory applicable law, all further warranties, representations, or conditions, whether express, implied, or statutory, are excluded to the extent permitted by applicable law. For the avoidance of doubt, nothing in this §9 excludes or limits a remedy that mandatory law does not permit to be excluded or limited; in particular, to the extent the Agreement is characterised as a lease, the Customer’s statutory right to a proportionate reduction of the fee while a non-trivial defect persists (§ 536 BGB) is not excluded by this §9.

9.9 Limitation period. The limitation period for Customer’s claims based on a defect of the Services is one year, except for claims arising from intent or gross negligence, from injury to life, body, or health, from fraudulent concealment of a defect, or for which mandatory law prescribes a longer period (including the cases in §10.1). The limitations and exclusions of liability in §10 apply to any claim for damages.

§10 Limitation of liability

10.1 Unlimited liability. justsayin’s liability is unlimited:

(a) for damage caused intentionally (Vorsatz) or by gross negligence (grobe Fahrlässigkeit);

(b) for injury to life, body, or health;

(c) under any guarantee (Garantie) justsayin has expressly given, and under the German Product Liability Act (Produkthaftungsgesetz); and

(d) for any other liability that mandatory applicable law does not permit to be limited or excluded.

10.2 Liability for cardinal duties (simple negligence). For damage caused by simple negligence (einfache Fahrlässigkeit), justsayin is liable only where the damage results from the breach of a cardinal duty, and in that case its liability is limited to the damage foreseeable and typical for an agreement of this kind. A “cardinal duty” (wesentliche Vertragspflicht) is an obligation whose fulfilment makes the proper performance of the Agreement possible in the first place and on whose observance the Customer regularly relies and may rely. Such liability does not extend to atypical or unforeseeable damage, or to lost profit (entgangener Gewinn) beyond the foreseeable, contract-typical amount. Where Customer pays fees under the Agreement, justsayin’s aggregate liability under this §10.2 will not in any event exceed the total fees paid or payable by Customer under the Agreement in the twelve (12) months preceding the event giving rise to the claim.

10.3 Exclusion. Any further liability of justsayin for simple negligence is excluded.

10.4 Combined and aggregate cap; Data Subjects. The limitations and exclusions in this §10 apply once, in the aggregate, to justsayin’s total combined liability towards Customer arising out of or in connection with the Agreement, the DPA, and the Standard Contractual Clauses, and not cumulatively. They do not limit, and do not purport to limit, any liability of either party to a Data Subject, including any liability under Article 82 GDPR or under the Standard Contractual Clauses.

10.5 Vicarious agents. Where justsayin’s liability is excluded or limited under this §10, the same exclusion or limitation applies to the personal liability of justsayin’s legal representatives (gesetzliche Vertreter), employees, and other vicarious agents (Erfüllungsgehilfen).

10.6 Limitation period. Claims for damages against justsayin become time-barred one year after the statutory limitation period begins; that one-year period begins no later than five years after the claim arose. This does not apply to claims under §10.1 (in particular for intent, gross negligence, injury to life, body, or health, under a guarantee or under the Product Liability Act, and any other liability that mandatory law does not permit to be limited), or to any claim for which mandatory law prescribes a longer period; for those claims, the statutory limitation periods apply. The limitation period for claims based on a defect of the Services is governed by §9.9.

§11 Term and termination

11.1 Term. The Agreement begins when Customer accepts it (§1.3) and continues until terminated in accordance with this §11. A paid subscription runs for the billing period selected by Customer and renews as set out in §4.5; the free plan continues until terminated.

11.2 Ordinary termination. Customer may terminate a paid subscription with effect from the end of the current billing period by cancelling it before the renewal date (§4.5); justsayin may likewise terminate a paid subscription with effect from the end of the current billing period by giving notice before that date. Either party may terminate the free plan, or an Agreement under which no paid subscription is in effect, at any time.

11.3 Termination for cause. Either party may terminate the Agreement (or the affected subscription) for good cause (wichtiger Grund, § 314 BGB) without observing a notice period. Where the good cause consists of a breach of duty, termination is permissible only after the terminating party has given a warning with a reasonable period to remedy and that period has expired without success, unless a warning or period is dispensable under § 314(2) in conjunction with § 323(2) BGB (for example, where the other party seriously and definitively refuses performance, or the breach is so serious that immediate termination is justified). Good cause includes, in particular, a material breach of the Agreement that is not remedied within the reasonable period, and the insolvency of a party or the opening of insolvency proceedings over its assets (or their rejection for lack of assets), to the extent permitted by law.

11.4 Suspension. justsayin may suspend or restrict Customer’s access to the Services, in whole or in part, where there is a material breach of the Agreement, a security risk, abusive or unlawful use, an overdue payment (§4.6), or a legal requirement to do so. Where practicable, justsayin will notify Customer in advance and will limit the suspension to what is reasonably necessary, and it will restore access once the cause is resolved. Suspension does not relieve Customer of its payment obligations for the period and is without prejudice to justsayin’s right to terminate.

11.5 Effect of termination. On termination of the Agreement (or of a subscription), Customer’s right to use the affected Services ends, and Customer will, without undue delay, remove the widget and any justsayin code from its websites, applications, and other properties; if Customer does not do so, justsayin may disable or block it. Fees accrued up to the effective date of termination remain payable; §4.8 (no refunds) and the pro-rata refund rights in §2.3 and §9 apply. The treatment of Customer Personal Data on termination — including its deletion, return, and any retention — is governed by the DPA (DPA §7).

11.6 Form. Notice of termination must be given in text form (Textform, § 126b BGB); cancellation through any mechanism justsayin provides for that purpose also suffices.

11.7 Survival. Provisions that by their nature are intended to survive termination remain in effect, including §6 (Intellectual property and licences, as to ownership and accrued rights), §9.9 and §10 (Limitation period; Limitation of liability), §12 (Confidentiality), accrued payment obligations under §4, and §§11.5 and 11.7.

§12 Confidentiality

12.1 Confidential Information. “Confidential Information” means non-public information that one party (the “disclosing party”) discloses to the other (the “receiving party”) in connection with the Agreement, where the information is marked or designated as confidential or its confidential nature is otherwise reasonably apparent. justsayin’s Confidential Information includes the non-public features, pricing, and technical details of the Services.

12.2 Obligations. The receiving party uses the disclosing party’s Confidential Information only for the purposes of the Agreement, protects it with reasonable care, and discloses it only to those of its personnel and professional advisers who need it for those purposes and who are themselves bound by confidentiality obligations no less protective than these.

12.3 Exceptions. The obligations in §12.2 do not apply to information that: (a) is or becomes publicly available without breach of this §12; (b) was lawfully known to the receiving party, free of any duty of confidentiality, before disclosure; (c) is lawfully obtained from a third party free of any duty of confidentiality; (d) is independently developed by the receiving party without use of the Confidential Information; or (e) must be disclosed by law, a court, or an authority, in which case the receiving party, where lawful, notifies the disclosing party in advance and limits the disclosure to what is required.

12.4 Personal data. The confidentiality of Customer Personal Data is governed by the DPA (DPA §3.2) and not by this §12.

12.5 Duration; trade secrets; return. The confidentiality obligations continue for as long as the Confidential Information remains confidential, including after termination of the Agreement. Statutory protection of trade secrets (Geschäftsgeheimnisgesetz) remains unaffected. On the disclosing party’s request, the receiving party returns or deletes the disclosing party’s Confidential Information to the extent it is no longer needed for the Agreement and is not subject to a statutory retention requirement; the deletion and return of Customer Personal Data are governed by the DPA (DPA §7).

§13 Amendments

13.1 Material amendments. justsayin may amend these ToS and the Agreement. Amendments that materially reduce Customer’s rights or justsayin’s obligations — for example, a change to the fees (§4.7), a material reduction of the contracted functional scope, a new or expanded Customer obligation, or a reduction of justsayin’s warranty or liability commitments — take effect on at least 30 days’ prior notice to Customer. During the notice period, Customer may object on reasonable grounds; failing resolution in good faith, Customer may terminate the affected Services or the Agreement with effect from the date the amendment would take effect, with a pro-rata refund of any prepaid, unused fees for the terminated portion.

13.2 Non-material amendments. Amendments that do not materially affect Customer’s rights — including clarifications, corrections, formatting and structural changes, updated references, and the addition of new or optional features or plans that do not change the existing terms — take effect without prior individual notice and are recorded in the changelog justsayin maintains for these ToS.

13.3 Legally-required amendments. Amendments required to comply with applicable law, binding regulatory guidance, or a court or authority decision take effect on the date required; justsayin will inform Customer, and no opt-out applies to the extent the change is legally mandated.

13.4 Notice; relationship to other changes. Notice of a material amendment is given in accordance with §15.6 (Notices). Changes to the Services themselves are governed by §2.3, and changes to Sub-processors that Process Customer Personal Data are governed by the DPA (DPA §9), in each case in addition to this §13.

§14 Governing law, jurisdiction, and language

14.1 Governing law. These ToS and the Agreement are governed by, and construed in accordance with, the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.2 Jurisdiction. Where Customer is a merchant (Kaufmann), a legal person under public law, or a special fund under public law, or has no general place of jurisdiction in Germany, the courts of Berlin, Germany have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement. In all other cases, the statutory rules on jurisdiction apply. This §14.2 does not affect the governing law and jurisdiction applicable to the Standard Contractual Clauses, which are as set out in the DPA (DPA Annex D).

14.3 Language. These ToS and the Agreement are concluded in the English language, and the English version governs. justsayin may make available a translation for convenience only; in the event of any conflict between the English version and a translation, the English version prevails.

§15 Final provisions

15.1 Entire agreement. The Agreement (these ToS, the DPA, the Privacy Policy, and any plan, order, or product-specific terms the parties expressly agree) constitutes the entire agreement between the parties on its subject matter and supersedes all prior agreements and understandings on that subject matter. Individual agreements expressly made between the parties take precedence over these ToS (§ 305b BGB). Customer’s own terms are excluded in accordance with §1.5.

15.2 Severability. If any provision of the Agreement is or becomes invalid or unenforceable, in whole or in part, the validity of the remaining provisions is not affected. The invalid or unenforceable provision is replaced by the applicable statutory provision (§ 306(2) BGB).

15.3 Assignment. justsayin may assign or transfer the Agreement, in whole or in part, to an affiliate or to a successor in connection with a merger, reorganisation, or sale of the business or assets to which the Agreement relates. Customer may assign or transfer the Agreement only with justsayin’s prior written consent, which will not be unreasonably withheld.

15.4 Waiver. A failure or delay by either party in exercising a right under the Agreement is not a waiver of that right. A waiver is effective only if made in text form and applies only to the specific case for which it is given.

15.5 Force majeure. Neither party is liable for a failure or delay in performing its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control, including natural events, war, terrorism, civil unrest, industrial action, failures of telecommunications networks, energy, or infrastructure, and acts of public authority. The affected party will inform the other without undue delay and use reasonable efforts to mitigate the effect. If the event continues for more than 30 days, either party may terminate the affected Services on notice.

15.6 Notices. Notices under the Agreement must be in text form. Notices to Customer are given by email to Customer’s designated workspace owner (or as otherwise specified in the Agreement) and are effective when sent; notices to justsayin are given to legal@justsayin.io and are effective when received. Either party may update its address for notices by notifying the other.

15.7 Electronic conclusion and form. The Agreement may be concluded, accepted, and amended electronically (§1.3). Where the Agreement requires a notice or declaration to be in a particular form, text form (Textform, § 126b BGB) is sufficient, unless mandatory law requires a stricter form.

15.8 No third-party rights. The Agreement does not confer any rights on, and is not enforceable by, any third party, except as expressly provided in the DPA (DPA §15.7) for the Standard Contractual Clauses and the corresponding instruments.