FREE TRIAL – TERMS OF SERVICE

1. SERVICES

1.1 Nette & Wilenius UG (haftungsbeschränkt), hereinafter the “Company”, provides License(s) (as defined below) to the “Customer” for an editing software platform (for MacOS and Windows) called “Cutnut” that enables its users to create, edit, enhance and distribute vertical content that includes but may not be limited to Google AMP-Stories, social media stories and video files, as well as analyzing the performance of the same (the “Service(s)”) subject to the Company’s Terms of Service. A license (“License”) may only be used by one user, i.e. one natural person having a defined e-mail address (“User”). The Customer will declare such User to Company. Only the User may access and use the License. No shared usage with other natural persons is allowed. For the avoidance of doubts: should another natural person desire to access and use Cutnut, a further License is required. The prior written approval of Cutnut is needed for a transfer of the License to another natural person, i.e. if a natural person being declared as User by the Customer shall be replaced by another natural person (e.g. due to new job assignments or personnel fluctuation). Such approval will not be unreasonably withheld. Customer is aware that Cutnut is currently a beta-version, which may result in temporary Services reduction.
1.2 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services “as is”. As part of the registration process, Company will identify an administrative user name and password for Customer’s account. Customer may change the password afterwards. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.3 These terms apply to a free trial period of 14 days (“Free Trial”) which start from the day on which the Company provides the Customer his administrative user name and password as set in 1.2. During the Free Trial the user can use all features made available through Cutnut free of charge with the exception of hosting costs defined in 1.6.
1.4 Any additional technical or customized development work to complement the Services set herein, and the respective fees, shall be agreed on a separate contract once the scope of work including technical features and processes has been discussed.
1.5 All exported content is published as an AMP Story which Cutnut provides the URLs for. The Free Trial entitles Customer to 50gb (gigabyte) of free network bandwidth (traffic) on AMP Stories exported by Customer. Any additional traffic will be charged with the normal paid use rates. To find out what pricing applies to your case please contact us directly via email to b.ranft@cutnut.net and ask for a cost estimate.
1.6 Cutnut offers an export feature, hereinafter “Instagram Direct Export”, that allows Customer to directly export their content to Instagram Stories. Instagram Direct Export is of experimental nature and not officially supported by Instagram. Customer is aware that the usage of Instagram Direct Export happens at Customer’s own risk. Company can not and will not be held liable (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond company’s reasonable control, in each case, whether or not company has been advised of the possibility of such damages.

2 RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable License to use such Software during the Term only in connection with the Services.
2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Terms and Conditions”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3 CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the use of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed or ideated in any form in connection with the Workshop (if applicable), Support or through any other form of contact, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No other rights or licenses are granted except as expressly set forth herein or agreed between the parties after the contract has been signed.

4 TERM AND TERMINATION
4.1 Subject to earlier termination as provided below, this Agreement is for the Free Trial. After the Free Trial is over, the Company has the right to restrict Customer’s access to Cutnut if no further agreement between the parties has been made.
4.2 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to confidentiality obligations, warranty disclaimers, and limitations of liability.

5 WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled Service disruption. However, company does not warrant that the Services will be provided uninterruptedly or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this section, the Services are provided “as is” and Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

6 LIMITATION OF LIABILITY
Notwithstanding anything to the contrary, except for bodily injury of a person, company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond company’s reasonable control, in each case, whether or not company has been advised of the possibility of such damages.

7 MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of Germany and exclusive jurisdiction shall lie with the competent courts in Hamburg, Germany.

 

PAID USE – TERMS OF SERVICE

Nette & Wilenius UG (haftungsbeschränkt), hereinafter the “Company”, provides License(s) (as defined below) for an editing software platform (for MacOS and Windows) called “Cutnut” that enables its users to create, edit, enhance and distribute vertical content that includes but may not be limited to Google AMP-Stories, social media stories and video files, as well as analyzing the performance of the same (the “Service(s)”) subject to the Company’s Terms of Service. A License (“License”) may only be used by one user, i.e. one natural person having a defined e-mail address (“User”). The Customer will declare such User to Company. Only the User may access and use the License. No shared usage with other natural persons is allowed. For the avoidance of doubts: should another natural person desire to access and use Cutnut, a further License is required. The prior written approval of Cutnut is needed for a transfer of the License to another natural person, i.e. if a natural person being declared as User by the Customer shall be replaced by another natural person (e.g. due to new job assignments or personnel fluctuation). Such approval will not be unreasonably withheld. Customer is aware that Cutnut is currently a beta-version only which may result in temporary Services reduction.

This Service Agreement (“Agreement”) is entered into on the contract start date of the signed offer (the “Effective Date”) between Nette & Wilenius UG (haftungsbeschränkt), and the Customer signing the offer (“Offer”) provided by Nette & Wilenius UG (haftungsbeschränkt). This Agreement includes and incorporates the conditions of the Offer, as well as the following Terms of Service and contains, among other things, warranty disclaimers, liability limitations and use limitations.

1. SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services “as is”. As part of the registration process, Company will identify an administrative user name and password for Customer’s Company account. Customer may change the password afterwards. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services as provided in Exhibit A below.
1.3 The Service Capacity includes the right for the Customer to benefit from all general updates and/or release changes that are developed by the Company over time in order to further improve Cutnut.
1.4 Any additional technical or customized development work to complement the Services set herein, and the respective fees, shall be agreed on a separate contract once the scope of work including technical features and processes has been discussed.
1.5 All exported content can be published as an AMP Story which Cutnut provides the URLs for. AMP Stories require to be hosted and thus carry a cost factor. There are 2 different ways these AMP Stories can be hosted.
1.5.1 Hosting provided by Company (default option): In some of our pricing packages some gb (gigabyte) of free network bandwidth (traffic) on AMP Stories exported by Customer are included. Any additional traffic will be invoiced to the customer at the end of each month. Customers that don’t have any traffic included in their pricing package will be charged for all traffic of a given month. Estimating the hosting costs of Customer needs to be done individually. To find out what pricing applies to your case please contact us directly via email to b.ranft@cutnut.net and ask for a cost estimate.
1.5.2 Hosting provided by Customer (if agreed to by both parties in writing): In the case that Customer wants to host AMP Stories on their own architecture, we provide a local archive export option. The local archive can then be used freely by the customer to be hosted with their architecture of choice. As Cutnut still requires minor hosting of the AMP Stories for its core functionalities, Company grants Customers that choose to host AMP Stories on their own architecture up to 50gb (gigabyte) of free network bandwidth (traffic) on AMP Stories exported by Customer. Any additional traffic will be charged with the normal paid use rates from the cost estimate (see 1.5.1.).
1.6 Cutnut offers an export feature, hereinafter “Instagram Direct Export”, that allows Customer to directly export their content to Instagram Stories. Instagram Direct Export is of experimental nature and not officially supported by Instagram. Customer is aware that the usage of Instagram Direct Export happens at Customer’s own risk. Company can not and will not be held liable (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond company’s reasonable control, in each case, whether or not company has been advised of the possibility of such damages.

2 RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable License to use such Software during the Term only in connection with the Services.
2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Terms and Conditions”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3 CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the use of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed or ideated in any form in connection with the Workshop (if applicable), Support or through any other form of contact, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No other rights or licenses are granted except as expressly set forth herein or agreed between the parties after the contract has been signed.

4 TERM AND TERMINATION
4.1 Subject to earlier termination as provided in 4.2 below, this Agreement is for the Service Term as specified in the Order Form. It shall be automatically renewed for periods of six (6) months (“Renewal Period”), unless either party requests termination at least thirty (30) days prior to the expiration of the then-current Term. After the Service Term is over, the Company has the right to restrict Customer’s access to Cutnut if no further agreement between the parties has been made.
4.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5 WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled Service disruption. However, company does not warrant that the Services will be provided uninterruptedly or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this section, the Services are provided “as is” and Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

6 LIMITATION OF LIABILITY
Notwithstanding anything to the contrary, except for bodily injury of a person, company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond company’s reasonable control, in each case, whether or not company has been advised of the possibility of such damages.

7 MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of Germany and exclusive jurisdiction shall lie with the competent courts in Hamburg, Germany.

 

 

EXHIBIT A
Support Terms
Company will provide technical support, hereinafter referred to as “Support”, to Customer via both telephone and electronic mail from Monday to Friday during the hours of 9:00 am through 5:00 pm Central European Time (CET), with the exclusion of official holidays in Hamburg, Germany (“Support Hours”).
Customer may initiate a customer service ticket during Support Hours by calling the Cutnut Support Line (details on https://cutnut.net/support) or any time by emailing [p.nette@cutnut.net].
Company will use commercially reasonable efforts to respond to all customer service tickets within one (1) business day.