Contract for Company Takeover

Introduction

ensun has set itself the task of making the global company search as simple and efficient as possible in order to promote the effectiveness of companies and their further development. ensun Pages ("business services") are intended to help companies to be found by customers, partners, candidates and others. Companies should also be given the opportunity to advertise products, services, etc. and provide valuable information to users of the ensun platform.

1st contract
By creating a Site (the "Site") on our Business Services, becoming its Administrator (as defined below) or continuing to serve as an Administrator, you agree to enter into legally binding contractual terms between ensun (as defined below and also referred to as "we", "us" and "our/our/it/they/their") and your Company (as defined below) represented by the Site. "Company" means the company represented by your Site. This can only be a legal entity (e.g., a university or corporation) or yourself if you operate the business as an individual (e.g., a sole proprietorship). You also represent and warrant that you are authorized to enter into these Terms on behalf of the Company (together with the Company, you and the other Administrators, if any, "you").
If you do not agree to this agreement (the "Agreement" or the "Terms of Use"), the takeover or creation of a company profile cannot be carried out.
In addition to ensun's Terms of Use, Privacy Policy and Cookie Policy, these Terms of Use apply to the use of our services. Additional conditions may apply to certain functions.

2. duties
You undertake to use the Business Services exclusively in accordance with these Terms of Use.
2.1 Administrators. "Administrators" are members who have registered with the Business Services as "administrators" of the site (or have been added as such). They confirm and agree that
• the page must have at least one administrator specified for the page;
• each administrator of the Site must be a currently registered member of ensun
("Member") with correct contact information.
2.2 Name Changes and Mergers. Pursuant to Section 4, you agree to accurately reflect the identity of the Company on the Site and to promptly update any changes to the Company's name, including those that may result from mergers, acquisitions or other reorganizations.
2.3 Content and behavior You agree to this,
• that your content is professional, respectful, relevant and accurate.
• only post content that is truthful and does not infringe the rights of others.
• use the Business Services exclusively to identify and promote your own
business.
• that your company is conducting a legitimate business in accordance with
applicable laws.
• that you will ensure that all actions of the Company (including the actions of
any administrator) in relation to the Site (e.g. all posts, additions and deletions) comply with all applicable laws.
2.4 Compliance with data policies.
As with our other services, the collection, use and disclosure of your personal information is governed by our Privacy Policy (including our Cookie Policy and other documents referenced in this Privacy Policy) and any updates thereto. You agree that you will comply with the Terms of Use when you collect, use or otherwise process personal data. If you process data about members, you must ensure that you have a legal basis for doing so and that your processing complies with applicable laws (including by clearly informing members of your processing and, where appropriate, obtaining their unambiguous consent). You are responsible for the processing of this data by you and your employees, including in relation to the secondary use, disclosure or transfer of the data.

3. intellectual property
3.1 License. You grant ensun (and its affiliates) a non-exclusive, worldwide, royalty- free, sublicensable and transferable license to use, copy, modify, distribute and publish the content you provide to ensun. The foregoing license shall survive termination of this Agreement with respect to any Content provided prior to termination. You represent and warrant that you have all necessary rights (including intellectual property rights) in your content (including the right to grant the above license).
3.2 Feedback and Reservation of Rights. If you send suggestions and feedback to ensun, you agree that ensun (and its affiliates) may (but is not obligated to) use and disclose such feedback for any purpose without compensation to you. You are not permitted to disclose any of our metrics or member demographic information. ensun (and its affiliates) reserves all intellectual property rights in the Business Services.

4. restrictions of the company page service
You acknowledge and agree that
• the identity of an administrator and their actions in connection with the site may be visible to others, in particular to visitors and other administrators of the site.
• we may add or suspend an administrator's access to the Business Services (including administration of the Site) at any time at our sole discretion.
• we may change or discontinue any of our services, including Business Services. In addition, ensun reserves the right to remove any page within the Business Services with respect to all or part of the content of the page at any time and without notice.
• We may change the Site in accordance with our policies. For example, we
may change the name of the company on the Site and add clarification statements on the Site to avoid user confusion or trademark conflicts. In addition, we may (a) limit any name changes and are not obligated to implement any changes, mergers or other requests, and (b) determine how name changes will be reflected in profiles and other references to the Company on the ensun Services.
• we are under no obligation to post any information or content on our Business Services (or other services) and may remove it at our sole discretion with or without notice. ensun may be required by law to remove certain information or content in certain countries.
• we are under no obligation to store or continue to display any information or content posted by you. We are under no obligation to provide you with a copy of any content or information that you or any other person provides and to store or retain it, except as required by applicable law or as set forth in our Privacy Policy.

5. amendment and termination
5.1 Amendment of the contract. We may amend this Agreement from time to time. If we make material changes to the Agreement, we will notify you through our Business Services (or by other means) so that you have an opportunity to review the changes before they take effect. We agree that changes cannot be made retrospectively. If you do not agree with the changes, you may terminate your contract (in accordance with section 5.2); however, if you do not terminate your contract, your continued use of our Business Services after we have posted our changes to these Terms or otherwise notified you will mean that you agree to the updated Terms.
5.2 Termination of the Agreement. If you wish to terminate this Agreement, you may do so at any time by (1) removing all users of your organization, including yourself (and others, if applicable); (2) deleting the organization; (3) if you are the only member in your organization, closing your ensun account; and/or (4) notifying ensun via Contact Us. ensun is not obligated to deactivate the Site (even after termination). ensun may terminate this Agreement by deactivating the Site and/or otherwise notifying at least one administrator or the Company. Sections 2.4-10 shall survive termination.

6. exclusion of warranty
ENSUN MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE BUSINESS SERVICES AND DOES NOT WARRANT THAT THE BUSINESS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, ENSUN AND ITS AFFILIATES DISCLAIM ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. limitation of liability

7.1 WAIVER OF CLAIMS FOR DAMAGES IN RESPECT OF CONSEQUENTIAL DAMAGES. SUBJECT TO SECTION 7.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENSUN AND ITS AFFILIATES SHALL NOT BE LIABLE IN CONNECTION WITH THE BUSINESS SERVICES FOR ANY LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, LOSS OF DATA OR OTHER INDIRECT INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.
7.2 LIMIT OF LIABILITY. SUBJECT TO SECTION 7.3, TO THE FULLEST EXTENT PERMITTED BY LAW, ENSUN AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY AMOUNT IN CONNECTION WITH THE BUSINESS SERVICES.
7.3 EXCLUSIONS. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 7.1 AND 7.2 SHALL NOT APPLY TO ENSUN'S LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR LIABILITY FOR DEATH OR PERSONAL INJURY.

8 Entity and dispute resolution
8.1 ensun Entity. You are entering into this Agreement with ensun GmbH (if you are an individual resident outside the Designated Countries or if you are a business entity with headquarters or principal place of business outside the Designated Countries), Martinshardt 19, NRW, 57074 Siegen, Germany. By the term "Designated Countries" we refer to the countries in the European Union (EU) and the European Economic Area (EEA) as well as Switzerland.
8.2 Applicable Law. If a problem arises under this Agreement and the contracting ensun entity is ensun GmbH, then this Agreement shall be governed by the laws of the Federal Republic of Germany and any action or proceeding (including those arising out of non-contractual disputes or claims) relating to this Agreement shall be brought in a state or federal court in Germany. Both parties irrevocably submit to the jurisdiction and venue of the competent court. The prevailing party in any litigation shall have the right to seek reimbursement of its attorneys' fees and legal expenses.

9. miscellaneous
You may not rely on any promises, undertakings, assurances, statements, representations, warranties or agreements made by any person in relation to the subject matter of the Contract that are not contained in the Contract. We may notify you via the Business Services or via the contact details of one or more Administrators provided to us (e.g. email, cell phone number, postal address of an Administrator and/or a company). You agree to keep your contact details up to date. ensun will accept deliveries to the address provided here. Any notice you provide to us without complying with the provisions of this section will have no legal effect. If we take no action to address a breach of this Agreement, it does not mean that ensun has given up its right to enforce this Agreement. The Agreement does not create a partnership or agency relationship or joint venture between the parties. Neither party shall have the authority or power to bind the other party or to create any obligation or liability with respect to the other party. Under no circumstances will employees of one party be considered employees of the other party. You may not assign this Agreement in whole or in part without ensun's prior written consent. Any attempted assignment in violation of this restriction is void. The Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. If the Agreement is translated into a language other than English, the translation is for convenience only. The English language version shall be the only authoritative version. ensun may remotely monitor your use of the Business Services to ensure compliance with the Agreement. If any provision of this Agreement is unenforceable, that provision will be modified to be enforceable to the maximum extent possible so as to reflect the intentions of the parties. The remaining provisions shall not be affected in any way.