June 2025
1.
General | Scope
1.1
These Terms shall govern each ordering document or any online, email or in-app ordering process that references these Terms (each an “Order”). The terms of each Order shall incorporate these Terms and shall form a separate services contract with respect to the Services under that Order (a “Contract”).
1.2
These Terms shall also serve as a framework for future contracts between Rey and Customer even if they are not specifically referred to. These Terms shall be deemed accepted by Customer upon the first use of the Services by Customer or its users.
1.3
These Terms apply to the exclusion of any other terms unless Rey consents to such other terms in writing.
1.4
The terms ‘written’, ‘in writing’, ‘written form’ or similar terms used in these Terms shall refer to ‘in writing’ within the meaning of § 126 German Civil Code. The electronic exchange of copies of manually signed documents as well as electronically signed documents using a simple electronic signature (such as provided by DocuSign or Adobe Sign) shall be sufficient therefor. Unless stated otherwise in these Terms, simple emails shall not be sufficient.
1.5
Unless stated otherwise in these Terms, notices and declarations submitted by Customer to Rey (e.g. termination notices or setting of deadlines), shall be made at least in ‘text form’ within the meaning of § 126b German Civil Code to be valid (email suffices).
2.
Provision of Services | Service License | New Versions | Distribution of Apps
2.1
Subject to the terms of the Contract, Rey grants to Customer, during the term of the Contract, a non-exclusive, non-transferable, non-sublicensable, world-wide right and license to use the Rey platform as specified in the Order, including any related software and infrastructure (collectively the “Services”) for Customer’s internal business purposes only. The Services include the provision of the backend infrastructure for any applications created by Customer within the Rey platform (“Apps”). Rey provides the Services as described in the Services documentation, as updated from time to time, and as available at a specified URL or as attached to the Order (“Documentation”).
2.2
Customer may only permit third parties to use the Services through the Customer account if they qualify as Customer’s employees, outsourcing service providers, consultants or contractors, and always provided that (A) Customer shall ensure that such users comply with these Terms and Customer shall remain liable for all their acts and omissions; and (B) the Services may only be used by such users solely for Customer’s benefit.
2.3
Rey may implement new versions of the Services including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions of the Services, at any time without prior notice.
2.4
Without prejudice to Clauses 3 and 7 and subject to the terms of the Contract, Rey grants to Customer, during the term of the Contract, an exclusive, non-transferable, non-sublicensable, world-wide right and license to distribute the Apps through third-party mobile application marketplaces (“App Marketplaces”) or through websites (including websites hosted on the Rey platform as part of the Services) as further specified in the Order.
3.
License Restrictions
3.1
Unless permitted in writing by Rey, Customer shall not (and shall not permit any third party to) directly or indirectly: (A) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, outsource, or commercially exploit the Services; (B) copy the Services and/or the Apps onto any public or distributed networks; (C) decompile, reverse engineer or disassemble the Services and/or the Apps, or otherwise attempt to discover any source code, object code or underlying structure, ideas, know-how or algorithms or other operational mechanisms of the Services, in each case, unless permitted by mandatory law; (D) modify, adapt, translate or create derivative works based on the Services and/or the Apps; (E) alter any proprietary notices within the Services and/or the Apps; (F) use the Services and/or the Apps beyond the license scope set forth in Clause 2; or (G) use the Services and/or the Apps to (i) store, download or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malware; (ii) engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity; (iii) interfere with or disrupt the integrity or performance of third party systems or data; (iv) gain unauthorized access to Rey’s systems or networks; or (v) perform penetration testing, vulnerability assessments or other security assessments.
3.2
The Services and the Apps may only be used by Customer and its permitted users in accordance with the Documentation and in full compliance with all applicable laws and regulations.
3.3
Customer must not export or re-export any Services and any Apps or related data in violation of any applicable laws and regulations. In particular, Customer shall comply with any sanctions imposed by the Federal Republic of Germany, the European Union, the United Nations and the United States of America, unless this would conflict with applicable mandatory anti-boycott statutes. Customer shall obtain all necessary customs, import, or other governmental authorizations at its own expense.
3.4
Customer warrants that (A) neither the Services nor the Apps will be used in countries to which an export and/or re-export is prohibited by any export and/or re-export control laws and regulations of the European Union, the United States, or other applicable jurisdictions, and (B) Customer is not considered a denied, prohibited or restricted party under any such laws and regulations or any official lists.
3.5
Although Rey has no obligation to monitor Customer’s contractual use of the Services and/or the Apps, Rey may do so and may prohibit any use of the Services and the Apps it deems to be in violation of this Clause 3.
4.
Customer’s Responsibilities
4.1
Customer shall be responsible for obtaining and maintaining any technical equipment and related ancillary services required to receive the Services and the Apps at its own cost, including, but not limited to, hardware and software (collectively “Equipment”), as well as networks and internet connections. Customer shall maintain the security of the Equipment.
4.2
Customer shall keep the information in its Customer account with Rey up to date and correct. Customer shall ensure that user identities, passwords and similar access credentials for the Services are used and stored in a secure manner, cannot be accessed and used by third parties and are immediately changed if compromised.
4.3
Customer shall notify Rey of any unauthorized disclosure of such user identities, passwords or similar access credentials, and any unauthorized use or breach of security of the Services and the Apps. Customer shall be liable for any unauthorized use of the Services and/or the Apps through the Customer account.
4.4
Customer shall be liable for all data, personal identifiable information and any other material created, generated, posted, uploaded, stored, exchanged or transmitted by Customer or any user on or through the Services and/or the Apps (“Customer Content”).
4.5
Rey cannot control the information submitted by Customer or any user during their use of the Services or the Apps and does not guarantee the accuracy of any such information. Rey may, without notice or liability, investigate any complaints or suspected violations of the Contract including these Terms and may take any legal action and/or technical measures that it believes are appropriate, including, but not limited to, rejecting, refusing to post, or removing any Customer Content or other data, or restricting, suspending, or terminating Customer’s or any user’s access to the Services and the Apps.
4.6
Customer acknowledges that Rey is not a party to any agreements between Customer and App Marketplaces or Customer’s end users. Customer shall be solely responsible for (A) all interactions with App Marketplaces, including entering into any agreements with App Marketplaces, and compliance with any such agreements and App Marketplaces’ terms, policies, and technical requirements; (B) all relationships with Customer’s end users, including customer support, data privacy, and regulatory compliance; and (C) the content and functionality of Customer’s Apps. Rey disclaims all responsibility and liability relating to (i) the approval, rejection, removal, suspension, or restriction of Customer’s Apps by any App Marketplace; (ii) any changes to App Marketplace terms, policies or requirements; (iii) any disputes between Customer and App Marketplaces or Customer’s end users; (iv) any claims, damages, or losses arising from Customer’s Apps or their distribution; and (v) any fees, revenue sharing arrangements, or other financial terms between Customer and App Marketplaces or Customer’s end users. Customer shall defend, indemnify, and hold Rey harmless from any claims, damages, or losses arising from Customer’s Apps, App Marketplace interactions, or any breach of App Marketplace terms.
4.
Payment of Fees
5.1
Customer shall pay the fees as described in the Order (“Fees”).
5.2
Where Fees are calculated based on Customer’s transactions or activities (including with App Marketplaces and/or other third parties), Customer shall provide Rey with complete and accurate billing information on a monthly basis by the 5th day of each calendar month for the preceding calendar month. Such Fees shall be calculated and invoiced on a calendar monthly basis. Rey shall have the right to audit Customer’s records relating to such transactions or activities upon reasonable notice.
5.3
Unless specified otherwise, Customer shall make all payments via the payment methods offered by Rey. If billing through invoices is agreed, full payment for invoices must be received by Rey within 14 days after the invoice mailing date.
5.4
Rey may suspend Customer’s access to the Services and the Apps in accordance with § 320 German Civil Code if payments are not received by Rey within 30 days of the due date, following notice in text form.
5.5
All Fees are exclusive of, and Customer shall pay, all taxes, duties, and assessments, however designated, which are levied or imposed upon such Fees, excluding only taxes based on Rey net income.
5.6
Customer may only set-off or assert a right of retention for claims that are (A) finally established by a court of law; (B) uncontested; or (C) acknowledged by Rey in writing.
6.
Confidentiality
6.1
Rey and Customer may use Confidential Information only to exercise their rights and fulfil their obligations under the Contract and shall take reasonable measures to avoid unauthorized disclosure and misuse of Confidential Information. They shall not disclose Confidential Information, except (A) to their employees, subcontractors, or professional advisers with a legitimate need-to-know and who are legally bound to confidentiality; (B) to a potential acquirer of their relevant assets, shares, stock, or business under a strict duty of confidentiality, but only to the extent such potential acquirer has executed a term sheet, letter of intent or other similar agreement to negotiate such acquisition; or (C) as required to be disclosed by applicable law, or judicial, governmental or regulatory order.
6.2
“Confidential Information” shall mean any information that is directly or indirectly disclosed or made accessible in connection with the Contract to a party by or on behalf of the other party, and which is identified as ‘confidential’ or ‘proprietary’ or which, given the nature of the information or circumstances surrounding the disclosure, should reasonably be understood by the recipient to be confidential or proprietary, but does not include information that the receiving party can demonstrate (A) it already rightfully knew or possessed; (B) becomes public through no fault of the receiving party; (C) is received by the receiving party from a third party with the legal right to disclose it; or (D) to have been independently developed by the receiving party without utilizing the disclosing party’s Confidential Information. The Contract including the Order and these Terms constitute Confidential Information of Rey.
6.3
The obligations under Clause 6.1 shall apply during the term of the Contract and for 5 years thereafter.
6.4
Rey may collect and analyze data and other information relating to the provision, use and performance of the Services and the Apps and related systems and technologies (including, but not limited to, information concerning the Customer Content), and Rey shall be free (during and after the term of the Contract) to use and have used such data and information to improve and enhance the Services and for other development, diagnostic and corrective purposes relating to the Services and other Rey offerings, in each case, solely in aggregated, anonymized or other de-identified form and solely in a manner that is not directly detrimental to Customer.
7.
Proprietary Rights | References | Use of Feedback
7.1
Rey and its respective suppliers shall retain all ownership and intellectual property rights in and to the Services and the App’s backend infrastructure and source code including all copyright, database rights, patent, trade secret, trademark and all other intellectual property rights and technical solutions. Customer acknowledges that the rights granted under a Contract do not provide Customer with title to or ownership of the Services and the App’s backend infrastructure and source code.
7.2
Customer shall retain all right, title and interest in and to the Customer Content. Customer grants to Rey during the Initial Term and any Renewal Term a non-exclusive, non-transferable, sublicensable, worldwide and unlimited right and license to use the Customer Content free of charge and solely to the extent necessary for the provision of the Services. Customer warrants that it has obtained all rights and consents necessary for Rey to use the Customer Content as permitted herein.
7.3
Rey may refer to Customer by its trade names and logos, and may briefly describe Customer’s business in Rey’s marketing materials and on Rey’s websites.
7.4
Customer may provide Rey with feedback and suggestions regarding existing and new features or functionalities of the Services. Rey shall be free to take such feedback and suggestions into consideration. Customer grants to Rey, the fully paid-up, perpetual, sublicensable right to exploit such feedback for any purpose.
8.
Term | Termination
8.1
Subject to earlier termination as provided below, the Contract shall commence on the date specified in the Order and shall remain in effect for an unlimited period of time.
8.2
Either Party may terminate the Contract for convenience at any time with 30 days’ prior written notice. Either Party’s right to immediately terminate the Contract for good cause shall remain unaffected. Such good cause shall exist, (A) if a party commits a material breach of the Contract, which has not been cured within 30 days after receipt of a breach notice in text form; or (B) for Rey, if Customer (i) is in default of payment by more than 45 days; (ii) breaches the use restrictions under Clause 3; or (iii) ceases its due payments or suffers a significant deterioration in its asset situation.
8.3
Upon termination or expiration of the Contract taking effect, Rey may suspend Customer’s access to the Services and the Apps and delete any Customer Content in Rey’s possession after a period of 30 days. Customer shall be responsible for extracting all Customer Content before any suspension. Clause 6.4 shall remain unaffected.
9.
Maintenance and Support
Rey will use commercially reasonable efforts to maintain the Services in good working order and to provide reasonable technical support to Customer during normal business hours and without guarantee of specific response times or resolution.
10.
Limited Warranty
10.1
Customer is aware of the essential functionalities and features of the Services and has verified that the Services specification as described in the Documentation meets its business requirements. Information or requirements not contained in these Terms, the Order, and/or the Documentation shall only form part of the Contract if agreed in writing between Customer and Rey. Product descriptions, illustrations, test programs, etc. represent service specifications only but do not constitute guarantees or agreements on certain specifications.
10.2
Rey shall ensure that the Services will materially conform to the Documentation for the applicable Services version. In case of a breach of this warranty Rey shall use commercially reasonable efforts to modify the Services to materially conform to the Documentation, and if Rey is unable to materially restore such functionality within 30 days from the date of a written breach notice, Customer may terminate the Contract. Rey shall have no strict liability for the existence of initial errors (§ 536a German Civil Code). Clause 12 shall remain unaffected.
10.3
Customer shall have no right to access the source code or underlying technology of the Services or the Apps.
10.4
Customer acknowledges that (A) Customer alone is responsible for how it uses the Services and for the commercial strategy, marketing, and operation of any Apps; and (B) Rey makes no warranty that any Apps will meet Customer’s expectations, achieve commercial success, or perform as desired, including regarding App Marketplace rankings, user adoption, or compatibility with unsupported third-party services.
11.
Third-Party Claims
11.1
Rey shall, at its expense, defend Customer against (or, at Rey’s option, settle) any third-party claim alleging that the Services infringe or misappropriate any patent, copyright, trademark, other intellectual property right or trade secret (“Third-Party Claim”), and Rey shall pay all costs and damages finally awarded against Customer by a court of competent jurisdiction as a result of any Third-Party Claim. In the event that the use of the Services is or may likely become subject to a Third Party Claim, Rey may, at its option and expense, (A) replace the relevant Services with non-infringing services that are functionally equivalent; (B) obtain a license for Customer’s continued use of the relevant Services; or (C) immediately terminate the Contract in whole or in part and provide a pro-rata refund of any unused, prepaid Fees for the relevant Services.
11.2
Clause 11.1 shall not apply for claims arising out of the following: (A) The Services are modified by Customer or any user; (B) The Services are combined with third-party products, applications, or processes; or (C) any unauthorized use of the Services.
11.3
Customer’s rights under Clause 11.1 shall be Customer’s sole remedy with respect to any Third-Party Claim.
12.
Limitation of Liability
12.1
Rey shall be unrestrictedly liable for (A) injury to life, body, or health caused by Rey, its legal representatives or vicarious agents; (B) willful misconduct or gross negligence of Rey, or its legal representatives; (C) willful misconduct of Rey’s vicarious agents not mentioned in (B); (D) the absence of any guaranteed characteristics; and (E) claims under the German Product Liability Act.
12.2
Rey shall be liable for the breach of its Primary Obligations by Rey, its legal representatives or vicarious agents. For breaches of Rey’s Primary Obligations caused by (A) simple negligence by Rey, its legal representatives or executive staff; or (B) simple or gross negligence by Rey’s vicarious agents not mentioned in (A), Rey’s liability shall be limited to damages which were foreseeable at the time of performance of the Services. “Primary Obligations” shall mean fundamental contractual obligations that satisfy the following conditions: The performance of such obligations is a prerequisite for the proper execution of the Contract, and Customer usually relies upon and may reasonably rely upon their performance.
12.3
Subject to Clauses 12.1 and 12.2, Rey shall not be liable for breaches caused by (A) simple negligence of Rey or its legal representatives; or (B) simple or gross negligence of Rey’s vicarious agents not mentioned in (A).
12.4
Rey’s liability for data loss shall not exceed an amount equal to the typical recovery costs which would have arisen if Customer had implemented proper and regular data backup measures.
12.5
Subject to Clause 12.1, Rey’s total liability arising out of or in connection with the Contract, whether in contract or tort or otherwise shall never exceed a sum equal to 150% of the total Fees paid or payable by Customer in the 12 months preceding the event which gave rise to the liability.
12.6
Neither Rey nor Customer shall be liable for failures or delays in performance caused by force majeure, i.e., causes beyond their reasonable control and occurring without their fault or negligence.
12.7
Any more extensive liability of Rey that is not covered in this Clause 12 arising out of or in connection with the Contract shall be excluded.
13.
Assignment | Novation
13.1
Customer may not assign the Contract without Rey’s prior written approval and any unauthorized assignment shall be void. Rey may in its discretion assign, or transfer to third parties the Contract or any rights pertaining thereto in whole or in part.
13.2
Upon Rey’s request, Customer shall promptly (but within no more than 14 days) enter into a novation agreement in a form reasonably specified by Rey in order to enable Rey to exercise its rights pursuant to this Clause 13.
13.3
Without prejudice to mandatory applicable law, Customer may not assign any rights or obligations under any Contract and these Terms to any third party without Rey’s prior written consent.
14.
Severability
Should any provision of the Contract including the Order and these Terms be or become ineffective or invalid in whole or in part, the effectiveness and validity of the other provisions shall not be affected. Such ineffective or invalid provision shall be replaced by a provision which comes as close as legally possible to what Rey and Customer would have agreed, pursuant to the meaning and purpose of the original provision and of the Contract, had they recognized its ineffectiveness or invalidity. If the ineffectiveness or invalidity of a provision stems from a measure of performance or time (deadline or date) specified therein, such provision shall be replaced with a provision that reflects the original scope as close as legally possible. The foregoing shall also apply to any unintended omission in the Contract including the Order and these Terms.
15.
Entire Agreement | Revisions
15.1
The Contract, including the Order and these Terms, shall represent the entire agreement between Customer and Rey in respect of its subject matter and shall supersede all prior arrangements or agreements made in relation thereto.
15.2
Without prejudice to Clause 15.3, valid amendments or supplements to these Terms require a mutual written agreement. The same shall apply for any changes to this requirement of written form.
15.3
Rey may amend these Terms for existing Contracts with future effect if necessary for technical, economic or legal reasons, always provided that this would not constitute a change affecting the basis of the legal relationship between Rey and Customer which would be equivalent to the conclusion of a new contract. Rey shall notify Customer of any revision of these Terms in text form at least 6 weeks before their proposed effective date. Customer may approve or object to the revision before such effective date. The revision shall be deemed approved by Customer, unless Customer objects to the revision before such effective date. Rey shall expressly inform Customer thereof in the revision notice. Rey may amend these Terms for future Contracts at any time for any reason without notice.
16.
Governing Law | Jurisdiction
16.1
The Contract and any related disputes or claims shall be governed by the laws of the Federal Republic of Germany excluding its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
16.2
The courts of Berlin, Germany shall have exclusive jurisdiction over any disputes or claims arising from or in connection with the Contract, its subject matter or its formation.
17.
Miscellaneous
17.1
The individual signing or otherwise accepting the Order and these Terms on behalf of Customer represents that they are duly authorized to bind Customer to the Contract.
17.2
Rey may engage subcontractors, including third-party software suppliers, for the performance of its obligations related to the Contract.
17.3
No agency, partnership, joint venture, or employment shall be created as a result of the Contract and Customer shall have no authority to bind Rey in any manner.