Last Updated: 1/10/2025
These Terms & Conditions (“Terms”) form the legal basis for the relationship between Adversign Media GmbH (operator of Dinio) (“we”, “us”, “our”) and you (“Customer”, “you”) in connection with Dinio’s software, services, and platform (the “Services”).
1. Scope
1.1 These Terms apply to all Services that we provide to you via Dinio (e.g. software, platform, content management, support).
1.2 These Terms are directed at businesses (enterprises, companies). They do not apply to consumers (private individuals) as defined under statutory law.
1.3 Any deviation from these Terms (for example your own terms) must be expressly agreed in writing by us to be valid.
2. Registration & Conclusion of Agreement
2.1 Our website and Service offerings constitute an invitation to you to make an offer. By placing an order or subscribing to our Services, you make a binding offer to enter into a contract.
2.2 To use the Services, you must register and create a Customer account. You shall provide accurate and complete data, and update it if there are changes.
2.3 After registration, we will confirm your registration (e.g. by sending you a confirmation email or activation link). That confirmation constitutes acceptance of your offer and thereby concludes the contract.
2.4 We reserve the right to refuse registration or to decline acceptance of an offer at our discretion.
3. Services, Modifications & Versions
3.1 The services we provide under these Terms are those described in our product documentation or subscription plan applicable at the time of contract formation.
3.2 We may modify, upgrade, or discontinue certain features from time to time; we will endeavor to notify you in advance where feasible.
3.3 You acknowledge that we are not obligated to provide custom development or customization unless a separate agreement is made.
4. Use of the Services & License Grant
4.1 Upon paying applicable fees, we grant you a non-exclusive, non-transferable, revocable license to access and use the Services during the subscription period, according to your plan.
4.2 You shall use the Services only in accordance with the allowed purposes, documentation, and applicable laws.
4.3 You are responsible for maintaining the confidentiality of your login credentials, and for all activities under your account.
4.4 You may not (and may not allow third parties to) reverse engineer, decompile, disassemble, or attempt to derive the source code of our software, unless permitted by law.
4.5 You may not use the Services in a way that (i) infringes rights of third parties, (ii) causes system harm or overuse, (iii) violates applicable laws or regulations, or (iv) circumvents security features.
5. Fees, Payment & Late Payment
5.1 You agree to pay the subscription fees, usage fees or other charges as set forth in your chosen plan or in an order/agreement.
5.2 Unless otherwise agreed, fees are due in advance (e.g. monthly, annually).
5.3 If you fail to pay on time, we may suspend your access or block use until payment is made.
5.4 If payment remains outstanding after repeated reminders (e.g. 21 days and three written notices), we may terminate the contract and demand compensation (for example a lump sum of remaining fees or portion thereof) in addition to other claims.
5.5 All fees are exclusive of applicable taxes; you are responsible for any sales, VAT, withholding, and other taxes, unless we are legally obligated to bear them.
6. Confidentiality & Data Protection
6.1 Each party shall maintain confidentiality of the other party’s confidential information and not disclose it to any third party except as needed for the purpose of fulfilling these Terms.
6.2 You are responsible for ensuring the privacy and security of your own data and any data you upload or provide through the Services.
6.3 We shall process any personal data in accordance with the applicable privacy policy and applicable data protection laws (e.g. GDPR).
7. Intellectual Property Rights
7.1 We (or our licensors) retain all intellectual property rights and copyrights in the Services, software, documentation, and any improvements or updates.
7.2 You retain intellectual property rights in the content you upload or use in conjunction with the Services, subject to the license you grant us (e.g. for hosting, backup, display, transmission) as needed to provide the Services.
7.3 You warrant that your content does not infringe rights of third parties and that you have necessary permissions to upload or use it.
8. Warranties & Disclaimer
8.1 We warrant that we will provide the Services with reasonable skill and care in accordance with industry practices.
8.2 We do not warrant uninterrupted or error-free operation.
8.3 Except as expressly stated, we disclaim all other warranties (express or implied), including warranties of merchantability, fitness for a particular purpose, or non-infringement.
8.4 We do not guarantee any particular results or performance (e.g. increased traffic, revenue, etc.).
9. Liability
9.1 We are liable for damages caused by us or our representatives only in the case of intent or gross negligence, or in case of injury to life, body or health.
9.2 In case of ordinary negligence, we are liable only for breach of a material contractual obligation (i.e. one whose fulfillment is essential for proper performance) and limited to damages typical for the contract and foreseeable.
9.3 We are not liable for indirect damages, lost profits, lost data, or business interruption, unless liability cannot be excluded under applicable law.
9.4 The total liability in aggregate is limited to the amount of fees paid by you in the prior 12 months, unless a higher amount is mandated by law.
10. Term, Termination & Suspension
10.1 The Agreement starts when we accept your registration/offer and continues for the term (e.g. monthly, annual) as specified.
10.2 Either party may terminate pursuant to agreed notice periods at the end of a term (if applicable).
10.3 We may suspend or terminate access (with or without notice) if you materially breach these Terms (e.g. non-payment, misuse, violation of law).
10.4 Upon termination or expiration, you must cease use of the Services, and we may delete your data after a grace period or per data retention policy (unless required to retain by law).
10.5 Termination does not relieve you of unpaid obligations accrued before termination.
11. Force Majeure
Neither party is liable for delays or failure to perform obligations if prevented by events beyond reasonable control (force majeure, natural disasters, acts of government, strikes, network outages, etc.).
12. Governing Law & Jurisdiction
12.1 The Agreement is governed by [insert applicable country / state law, e.g. German law if company is Germany].
12.2 Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of [insert location, e.g. Düsseldorf or your company location], unless mandatory law dictates otherwise.
13. Miscellaneous
13.1 Amendments or additions to these Terms must be in writing (or electronic form) to be valid.
13.2 If any provision is held invalid or unenforceable, the remainder of the Agreement remains valid; the invalid clause is replaced by a clause that approximates its intent.
13.3 You may not assign or transfer your rights or obligations under these Terms without prior written consent, except in connection with a merger or sale of assets.
13.4 We may assign or transfer our rights or obligations (e.g. to affiliates or successor) provided it does not materially harm your rights.
13.5 Notices may be sent via email or via contact addresses in our communication.