Key dates:1.11. “External User”
Any third-party user who is not an employee of Yours or Your Affiliates, but who is invited to the Cloud Service to upload files or provide feedback.
1.16. “Information Security Annex”
The then-current information privacy and security and controls applicable to Filestage’s provision of the Cloud Service, incorporated herein by reference.
1.37. “User”
Those natural persons, including employees, agents, and independent contractors of Yours or Your Affiliates, who are uniquely authorized by You to access and use the Services. Each User must be a "Named User" assigned to a specific individual; user accounts may not be shared.
4.1. Subject to the terms of this Agreement, and except as otherwise permitted in the Documentation, during the Subscription Term, You may enable User access to and use of the Filestage Materials solely for Your internal business purposes in accordance with the limitations specified in the applicable Order and Metrics Definition and not for the benefit of any third parties. To the extent We make any application program interfaces (API) for the Cloud Services available to You, Your access and use of any such APIs is subject to Our API Fair Use Policy. Your third-party suppliers or contractors may access and use the Filestage Materials for the sole purpose of providing their goods and/or services to You. Your third-party suppliers or contractors may access and use the Filestage Materials for the sole purpose of providing their goods and/or services to You. To the extent We make any application program interfaces (API) for the Cloud Services available to You, Your access and use of any such APIs is subject to the specific usage limits (e.g., calls per minute/day) defined in the Documentation, the Order, or Our API Fair Use Policy. We reserve the right to throttle or temporarily suspend API access if Your usage exceeds these limits or We reasonably believe such usage threatens the security, integrity, or stability of the Services.
4.2. All Users, including External Users, who perform active functions, such as uploading files or initiating workflows, must be part of a paid Subscription.
4.3. You shall:
4.3.2. ensure that User credentials (usernames, passwords, passkeys, etc.) are used exclusively by the specific individual to whom they are assigned;
4.4. You shall not:
4.4.3. share User accounts among multiple individuals or use "generic" accounts. Any such sharing is a material breach of this Agreement;
6.1. Except as expressly stated herein, Subscription Fees are non-refundable. You shall pay Us the fees agreed in the applicable Order. If Your actual usage (including Named Users, External Uploaders, or API volume) exceeds the scope of the applicable Order, You shall pay all Fees attributable to such overuse in accordance with Our then-current price list. We will perform a periodic reconciliation ('True-Up') of Your usage. Any over-usage identified will be invoiced retroactively to the date such over-usage commenced and is payable immediately upon receipt. You are responsible for any fees associated with Your vendor registration or payment processing tools. Except as expressly stated herein, Subscription Fees are non-refundable. You shall pay Us the fees agreed in the applicable Order in accordance with the terms specified therein. If You use the Filestage Materials in excess of the scope of this Agreement or the applicable Order, You shall pay all Fees attributable to such overuse in accordance with Our then-current price list. You are responsible for paying, and will be invoiced for, any fees or charges associated with using Your vendor registration or payment processing tool(s).
6.4. Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, You shall be in default (Verzug) without further notice. We are entitled to interest on the overdue amount at rate of 1.5% per month (18% per annum) or the statutory rate for B2B transactions (9 percentage points above the base interest rate per annum), whichever is higher. Additionally, We shall be entitled to a flat-rate compensation fee of €40.00 pursuant to Section 288 (5) of the German Civil Code (BGB). We shall also be entitled to disable Your access to that part of the Services affected by Your non-payment upon thirty (30) days’ prior written notice thereof.
9.1. We shall maintain appropriate organizational and technical safeguards for protection of the privacy and security of Your Customer Data, including but not limited to measures designed to protect against the unauthorized access to or disclosure of Customer Data as described in the Information Security Annex.
9.3. Customer Data is available to You for export or download at any time during the Subscription Term via the standard functionality of the Cloud Service at no additional cost. You are solely responsible for performing appropriate backups of such Customer Data prior to the expiration or termination of this Agreement. Except as specified in Section 9.4 below or as separately agreed between the parties in writing, We will indefinitely retain Customer Data then in Our possession unless applicable law requires retention for a shorter period. Any retained data is subject to the confidentiality provisions of this Agreement.
9.4. Upon Your written request, We may provide an export of structured metadata not available through the standard self-service download functionality, such as comment histories, review decisions, and workflow logs ('Metadata Export'). You acknowledge that the Metadata Export requires specialized technical processing. We shall charge a fee for this service based on Our then-current Professional Services hourly rates or a fixed quote provided to You. We are under no obligation to provide the Metadata Export until such fees are paid in full. Requests for Metadata Export must be made at least thirty (30) days prior to the end of the Subscription Term. Once Customer Data has been deleted pursuant to Section 9.6 or Section 13.5, We shall have no further obligation to provide any exports.
9.5. This Section applies if You are provided with a Proof of Value ('POV'). We may, but are not obligated to, maintain the Filestage Team associated with the POV ('POV Team') for a period of up to twelve (12) months (the 'Dormant Period') from the conclusion of the POV. The POV Team may not be accessible to You during the Dormant Period. If You purchase Cloud Services during the Dormant Period, We will reactivate Your POV Team. At the conclusion of the Dormant Period, the POV Team will be deleted in accordance with the inactivity policy in Section 9.6. This Section applies if You are provided with a Proof of Value (“POV”) and do not have a separate agreement governing Your use thereof. We may, but are not obligated to, maintain the Filestage Team associated with the POV (“POV Team”) for an indefinite period (the “Dormant Period”) from the conclusion of the POV unless You otherwise request earlier return or destruction of the POV Team in writing. The POV Team may not be accessible to You during the Dormant Period. If You purchase Cloud Services during the Dormant Period, We will reactivate Your POV Team and, upon Your request, transfer any content contained therein to a productive Filestage Team instance; such transfer may be subject to an additional fee to be agreed between the parties. If You do not request a transfer of content, We will delete Your POV Team instance at the conclusion of the Dormant Period without further notice.
9.6. We reserve the right to permanently delete any Filestage Team, including all associated Customer Data and Customer Materials, if the Team has been inactive for more than twelve (12) consecutive months. For the purposes of this Section, 'inactivity' is defined as the absence of any User login or file-related activity (uploads, comments, or approvals) within the Filestage Team instance. Prior to any such deletion, We shall provide You with at least thirty (30) days’ written notice via the administrative email address associated with Your account. This notice will provide You with the opportunity to reactivate the Team by logging in or to export Your Customer Data pursuant to Section 9.3. Once the notice period has expired without reactivation, the data will be purged from Our active systems and backups in accordance with Our standard data deletion policies and the Data Processing Agreement. We shall incur no liability for data loss resulting from deletion due to prolonged inactivity after the required notice.
12.1. Tier 1: Unlimited Liability GENERAL LIMITATION
We shall be liable without limitation for:
- Wilful misconduct or gross negligence (Vorsatz und grobe Fahrlässigkeit).
- Culpable injury to life, body, or health.
- Liability under the German Product Liability Act (Produkthaftungsgesetz).
- Breach of a specifically granted guarantee (Garantie).
12.2. Tier 2: Capped Liability (Material Obligations)
For cases of simple negligence (einfache Fahrlässigkeit), Our liability is limited to the breach of "Cardinal Obligations" (essential contractual duties). In such cases, Our aggregate liability shall not exceed the greater of:
12.2.1. The total amount of Fees payable by You for the Services giving rise to the liability in the twelve (12) months preceding the event.
12.2.2. €100,000.00 Euro.
12.3. Tier 3: Excluded Liability
- Liability for simple negligence is excluded for all non-Cardinal Obligations. We shall not be liable for:
- Loss of profits, indirect damages, or consequential damages, unless caused by gross negligence or intent.
- Strict liability for initial defects under Section 536a (1) BGB.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF:
THE TOTAL AMOUNT OF FEES PAYABLE BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE DATE OF THE EVENT FOR WHICH THE LIABILITY ARISES; OR
€100,000 EURO.
§13 Term and termination
13.1. Subscriptions
The Initial Subscription Term of each Subscription shall be as agreed in the applicable Order. Thereafter, each Subscription will automatically renew for successive periods equal to that of the Initial Subscription Term (each a "Renewal Term"). The notice period for non-renewal shall be agreed in the applicable Order. In the event of non-renewal by either party, prior written notice shall be provided to the other party:
- fourteen (14) days prior to the end of the then-current Term for monthly non-Enterprise Subscriptions;
- thirty (30) days prior to the end of the then-current Term for annual non-Enterprise Subscriptions; or
- ninety (90) days prior to the end of the then-current Term for annual Enterprise Subscriptions.
18.1. EU AI Act Compliance
We provide all AI-powered features (e.g., review assistants) in compliance with the EU AI Act. We represent that such features are categorized as 'limited risk' or 'minimal risk' under current regulations and are designed with appropriate transparency markers. We reserve the right to modify or suspend AI features if necessary to comply with future mandatory requirements under the EU AI Act or instructions from the AI Office.
18.2. No Professional or Legal Advice
AI Features are provided for efficiency and administrative support only. You acknowledge that AI assistants may occasionally 'hallucinate' or produce incomplete results. You remain solely responsible for verifying that Your content meets all industry-specific or legal requirements. Under no circumstances shall We be liable for any Losses arising from Your reliance on AI-generated suggestions that fail to meet specific professional, legal, or regulatory standards.
18.3. AI Model Training and Data Privacy
We do not use Customer Data to train 'Global' large language models (LLMs) used for other customers without Your explicit, separate consent. Any processing of Personal Data through AI Features is governed by the Data Processing Agreement.
18.4. Ownership of AI Inputs and Outputs
18.4.1. AI Inputs: As between You and Us, You retain all Proprietary Rights in the prompts, data, and materials You input into AI Features ('AI Inputs').
18.4.2. To the extent permitted by law, We assign to You all Our right, title, and interest in and to the specific content generated by the AI based on Your AI Inputs ('AI Outputs'). We do not claim ownership over AI Outputs. However, You acknowledge that AI Outputs may not be protectable under copyright law in all jurisdictions and that similar outputs may be generated for other users based on similar prompts.
