1. Scope, Contracting Parties, and Definitions

1.1. These General Terms and Conditions ("AGB") apply to every contract concluded between CitationBooster.com — represented by the person or group shown on Legal notice — (the "Provider") and its customers ("Customers"; together with the Provider, the "Parties").

1.2. Any conflicting or additional terms the customer seeks to apply are rejected and do not become part of the contract, unless the Parties agree otherwise. This AGB governs exclusively even where the Provider performs for the customer without reservation while aware of such conflicting or deviating terms.

1.3. This AGB applies alike to consumers and entrepreneurs, except where a clause distinguishes between them. Per § 13 BGB, a consumer is a natural person entering into a transaction for purposes outside both their trade and their independent professional activity. Per § 14 BGB, an entrepreneur is a natural person, legal person, or partnership with legal capacity acting in the exercise of its commercial or independent professional activity when entering into the transaction.

1.4. The following additionally applies to entrepreneur customers: absent other agreement, this AGB serves as a framework agreement for similar contracts the customer enters into later, applying in the version current at the time of each order (or the version most recently communicated to the customer in text form), without the Provider needing to reference it again for each order. Where the Parties have separately negotiated a framework agreement or other contract with the customer (including side agreements, additions, and amendments), that individual agreement takes precedence, and this AGB merely supplements it.

2. Subject of the Contract

2.1. The contract covers the Provider making the software "CitationBooster" (the "Software") available to the customer for use within their business, over the Internet, for a fee and for the contract's duration, together with storage space on the Provider's servers.

2.2. The Provider separately offers consulting, training, and other support services for the Software — such as installation, configuration, data migration, and customizing (together, "support services"). The scope of any support services is agreed between the Parties individually and remunerated separately; beyond that, support services do not form part of this contract.

2.3. The Software may link to third-party web services. This AGB does not govern services that a third party — rather than the Provider — supplies on its own site, even where access is free and/or requires registering with the Provider. The customer's relationship with that third party is instead governed solely by the third party's own terms (as provided before use) or by applicable statutory law. The Provider merely provides technical access to those third-party services.

2.4. The contract may also take the form of recurring provision of the Provider's software (a "subscription agreement"). Under a subscription agreement, the Provider undertakes to supply the contractually owed Software to the customer at the agreed intervals throughout the agreed term.

3. Services of the Provider and Storage Space

3.1. The Provider grants the customer use of the then-current version of the Software over the Internet, accessed through a web browser.

3.2. The Provider warrants the Software's functionality and availability for the contract term and will maintain it fit for contractual use. Its functional scope is as set out in the Provider's then-current description of services, published on the website referenced above.

3.3. Once the contract is concluded, the Provider will also make user documentation available to the customer, via the Software's help center.

3.4. The Provider may keep developing the Software — with due regard to the customer's legitimate interests — and roll out updates and upgrades, in particular to reflect changes in law, technical standards, or IT security needs. The Provider is not, however, obliged to adapt the Software to any individual customer's needs or IT environment unless separately agreed. The Provider will give the customer timely notice of necessary updates or upgrades. Where such a change significantly impairs the customer's legitimate interests, the customer has a special right of termination under clause 15 of this AGB. Changes with only minor effect on the Provider's services — in particular purely visual changes or a rearrangement of functions — are not "changes" within the meaning of this clause.

3.5. The Provider will carry out regular maintenance and, to the extent technically possible, promptly fix software errors. A defect exists where the Software fails to perform the functions set out in the description of services, produces incorrect results, or otherwise malfunctions so that use is impossible or restricted. Maintenance is generally scheduled outside the customer's normal business hours, except where compelling reasons require otherwise.

3.9. The Provider will apply state-of-the-art measures to protect data and to perform backups, but is under no obligation to store or safeguard the customer's data. Responsibility for adequate data backup rests with the customer.

3.10. Data the customer stores on the Provider's servers remains solely the customer's own, and the customer may request it back at any time.

4. Registration

4.1. Concluding a contract requires completing an online sign-up process first ("registration").

4.2. Registering and setting up a profile requires creating a customer account. The information needed for that account (the "login data") is whatever the registration form requests.

5. Conclusion of the Contract and Contract Language

5.1. How the Software is presented and advertised in the Provider's online shop is not a binding offer to contract — it merely invites the customer to place a binding order.

5.2. The customer makes an offer by completing the online order form in the Provider's shop; the form itself specifies what information is required. Entering that data and clicking the button that finalizes the order submits a binding offer to contract for the Software placed in the virtual cart. Before that final click, the customer may correct any entry using ordinary keyboard and mouse input.

The Provider may accept that offer by:

• sending the customer a declaration of acceptance — for instance an order confirmation — in writing or text form (e.g. letter or email); what matters is when the customer receives it, or
• making the ordered Software available to the customer, or
• processing the payment through the payment service provider the customer selected when ordering — here, when the contract is concluded depends on the payment method chosen, per section 11.3.

Where more than one of these events occurs, whichever happens first is decisive for when the contract is concluded. If the Provider does not accept the customer's offer within that period, the offer is deemed rejected and the customer is no longer bound by it.

5.3. On conclusion of the contract, the Provider stores the contract text, including this AGB, and sends it to the customer in writing or text form (letter or email) once the order is placed; the Provider does not make the contract text available by any other means. Where the customer set up a customer account before ordering, the contract text can also be viewed there. Order data is kept in the Provider's system and remains retrievable by the customer, using their access credentials, in the password-protected customer account.

5.4. For entrepreneur customers, the Provider may instead supply the contract text and this AGB by pointing to an online source (e.g. a link).

5.5. The contract language is German and English.

5.6. The customer must make sure the email address given for order processing is correct and able to receive the Provider's messages. In particular, where the customer runs spam filtering, they must ensure it does not block emails from the Provider or from third parties the Provider engages for order processing.

5.7. Entrepreneur customers are additionally subject to this: special conditions the Parties agree on generally do not carry over to concurrent or future contracts with that customer.

6. Right of Withdrawal

Consumers are entitled to a statutory right of withdrawal, exercisable within fourteen days.

7. Usage Rights

7.1. No physical copy of the Software is handed over to the customer.

7.2. Subject to the provisions below, the customer receives a simple, non-sublicensable, non-transferable right to use the current version of the Software, via a web browser, for the number of users specified in the contract and for the contract's duration.

7.3. Entrepreneur customers are additionally restricted to using the Software within their own business operations and through their own personnel, and for no other purpose.

7.4. Consumer customers may additionally use the Software only for private purposes.

7.5. Data the customer stores in their allotted storage space may be protected under copyright or data-protection law. The customer grants the Provider the right to make that server-stored data accessible to the customer on browser request — including reproducing and transmitting it for that purpose — and to copy it for backup purposes.

8. Support

8.1. The Provider offers support for customer questions about how the Software works. Support requests can be sent by email to support@ or, where available, through live chat, and are handled in the order received.

8.2. The customer should describe any problem as precisely as possible.

9. Availability of the Software

The Software is offered on an availability basis; guaranteeing 100% uptime is not technically achievable, and the Provider does not promise it. The Software remains available to customers indefinitely, at a minimum average of 99% per year, and the Provider works to keep availability as consistent as possible. Disruptions caused by maintenance, security or capacity constraints, or by events outside the Provider's control — such as outages in public communications networks, power failures, hosting-provider failures, hacking attacks, or failures of telecommunications lines up to the internet handoff point — do not count against that minimum. Availability for a given calendar year is calculated over the contract period in that year, net of maintenance downtime, and the Provider schedules maintenance during low-usage periods wherever feasible.

10. Customer's Obligations

10.1. The customer must put in place the technical requirements needed to use the Software.

10.2. The customer must safeguard their access credentials against third-party access using state-of-the-art measures, and keep use of the Software within the contractually agreed scope. Any unauthorized access must be reported to the Provider without delay.

10.3. The customer must not store data in the provided storage space that breaches applicable law, regulatory requirements, third-party rights, or the customer's agreements with third parties.

10.4. Before uploading data or information, the customer must screen it for viruses or other harmful components and run state-of-the-art virus protection.

10.5. The customer must keep their data — in particular billing data — current at all times, either updating it themselves or notifying the Provider of changes.

10.6. The Provider's data-security obligations aside, responsibility for entering and maintaining the data and information the Software needs rests solely with the customer.

10.7. Taking regular, suitable backups of their own data is the customer's own responsibility.

10.8. The customer may not use reverse engineering to obtain confidential information. "Reverse engineering" here covers any observation, testing, examination, or disassembly aimed at uncovering confidential information. This does not affect the statutory permissions for reverse engineering under Section 69d(3) and Section 69e of the Copyright Act.

10.9. Where the Software is misused, the Provider may warn the customer, suspend or permanently block their access, and, if warranted, pursue civil or criminal action.

11. Compensation and Payment Terms

11.1. Unless the Provider's description of services states otherwise, quoted fees are all-in prices. The customer agrees to pay the Provider the agreed monthly fee for the Software. Absent other agreement, the fee follows the Provider's price list current at contract conclusion, as published in the online offering. Fees are quoted in Euro and are inclusive of the statutory VAT applicable on the invoice date.

11.2. The Provider may adjust fees at its reasonable discretion to preserve the price-performance balance, in response to future cost changes it cannot otherwise absorb. Relevant cost factors include changes to, or expansion of, what the Provider's SaaS offering contractually includes; administrative and overhead costs (rent, financing and transaction costs, personnel and vendor costs, energy and internet costs, IT development costs, and the like); and government-imposed taxes, fees, contributions, or charges. Any fee adjustment takes effect one month after the customer is notified.

11.3. The customer may pay using the following method(s):

Where the customer chooses a payment method offered through "Stripe," payment is processed by the payment service provider Stripe Payments Europe, Limited, The One Building, 1 Grand Canal Street Lower, Dublin 2, Ireland ("Stripe"). The Provider's website states which specific methods Stripe offers. Stripe may in turn engage other payment services, which may carry their own terms; the customer will be notified of those separately. More on Stripe is available at https://stripe.com/legal.

11.4. For consumer customers, the statutory rules on payment default apply, and the Provider reserves the right to claim further damages for late payment.

11.5. For entrepreneur customers: default occurs once the payment deadline above has passed. Outstanding amounts then bear interest at the applicable statutory default rate, and the Provider reserves the right to claim further default damages (e.g. reasonable legal defense costs, including court and attorney fees, and dunning or collection costs). This does not affect the Provider's claim to commercial default interest under § 353 HGB against merchants. Payments received on overdue claims are applied first to costs and interest, then to the oldest outstanding claim.

11.6. Business customers may additionally only set off counterclaims that are legally established, undisputed, or acknowledged by the Provider in connection with the main claim.

11.7. Business customers additionally have no right of retention, unless their counterclaim arises from the same contractual relationship and is either undisputed or legally established — and even then, asserting it requires written notice to the Provider.

11.8. For business customers, it also applies that if, after conclusion of the contract, the customer's ability to pay comes into doubt (for example, through a filing for insolvency proceedings), so that the Provider's claim to payment is at risk, the Provider may refuse performance and, after setting a deadline, withdraw from the contract, per § 321 BGB.

12. Liability for Defects

12.1. Consumer customers are covered by the statutory warranty rules.

12.2. For entrepreneur customers, granting use of the Software and providing storage space is governed by tenancy law, §§ 535 et seq. BGB.

12.3. Entrepreneur customers must notify the Provider of any defect without delay.

12.4. For entrepreneur customers, warranty claims are excluded where the impairment to fitness for use is only minor, and the strict liability under § 536a(1) BGB for defects already present at contract conclusion is likewise excluded.

13. Liability for Damages

13.1. The Provider, and its legal representatives and vicarious agents, are fully liable for damages caused by:

• intent or gross negligence
• intentional or negligent injury to life, body, or health
• breach of a warranty the Parties have agreed to
• liability arising under the Product Liability Act, where it applies

13.2. For breach of a material contractual obligation not covered by unlimited liability under clause 13.1, the Provider's liability is capped at foreseeable, typical damage. Material obligations ("cardinal obligations") are those the contract imposes on the Provider that are essential to achieving its purpose, whose performance makes proper execution of the contract possible in the first place, and on which the customer may typically rely.

13.3. The Provider bears no liability for data loss to the extent it results from the customer's failure to back up data such that it could be restored with reasonable effort.

13.4. Beyond the foregoing, the Provider's liability is excluded.

14. Defects in Title and Indemnification

14.1. The Provider warrants that the Software does not infringe third-party rights, and will indemnify the customer on first demand against third-party claims for IP infringement attributable to the Provider arising from contractual use of the Software, including reasonable legal defense costs. The customer must promptly notify the Provider of any such third-party claim brought against them over contractual use of the Software, and must give the Provider the powers of attorney and authority needed to defend against it.

14.2. The customer warrants that the content and data stored on the Provider's servers, and the Provider's use and provision of them, do not breach applicable law, regulatory orders, third-party rights, or the customer's agreements with third parties, and will indemnify the Provider on first demand against third-party claims arising from a breach of this warranty, including reasonable legal defense costs. The customer must promptly tell the Provider if a third party asserts a claim falling within this indemnity, and must give the Provider, immediately and in writing or electronic form (letter or email), complete and truthful information on the matter. This is without prejudice to any further claims the Provider may have.

15. Contract Term and Termination

15.1. The contract runs for an indefinite term and the customer may end it at any time by deleting their customer account.

15.5. Either Party's right to terminate without notice for good cause is unaffected by the above. Good cause exists where facts — weighed in light of the individual case and both Parties' interests — make continuing the contract unreasonable for the terminating Party. Where the good cause is a breach of contract, termination is only permitted after an unsuccessful grace period or warning, unless § 314 in conjunction with § 323(2) BGB dispenses with that requirement. On termination for good cause, the Provider remains entitled to payment for services rendered up to that point — except for services the customer can show they no longer have any interest in because of the termination.

15.6. Termination may be made in writing (e.g. by email), via the user account, or electronically through the cancellation button on the Provider's website.

15.7. Services performed up to the point termination takes effect must be paid for. Where the customer terminates for cause due to the Provider's fault, that payment obligation is limited to services the customer can actually make use of.

Thirty days after the contract ends, the Provider will permanently delete any of the customer's data still on its servers, and claims no right of retention or lien over that data. The provider will permanently delete all data remaining on its servers belonging to the customer 30 days after the termination of the contractual relationship. The provider does not retain any right of retention or liens over the data.

16. Data Protection

16.1. Each Party will comply with the data protection law applicable to it.

16.2. Where providing the service gives the Provider access to the customer's personal data, the Parties enter into a data processing agreement alongside the main contract. In that role the Provider acts as processor within the meaning of Art. 28(3) GDPR, processing that personal data strictly per that agreement and the customer's instructions. Its specific terms apply in addition to this AGB and are available here.

17. Alternative Dispute Resolution

17.1. This clause applies to consumer customers. The European Commission operates an online dispute resolution platform at ec.europa.eu/consumers/odr, which consumers may use as an entry point for out-of-court resolution of disputes over online purchase or service contracts.

17.2. The Provider is under no obligation to take part in proceedings before a consumer arbitration board, and does not intend to do so voluntarily.

18. Amendment of the Terms and Conditions

18.1. This clause applies to entrepreneur customers. The Provider may amend this AGB at any time without giving reasons, provided the change is not unreasonable for the customer, and will give the customer timely written notice of any amendment. If the customer does not object to the amended AGB within four (4) weeks of that notice, the amendment is deemed accepted; the notice itself will explain the customer's right to object and what the objection period means. Should the customer object within that period, the contract continues on the original terms.

18.2. The Provider may also amend this AGB:

• where required by a change in legal requirements,
• to comply with a court ruling or governmental order directed at the Provider,
• to add entirely new services or service elements that need describing in this AGB, provided doing so does not disadvantage the existing contractual relationship,
• where the amendment benefits the customer only, or
• where the amendment is purely technical or organizational and has no material effect on the customer.

18.3. This does not affect the customer's right of termination under clause 15.

19. Final Provisions

19.1. This AGB and the Parties' contractual relationship are governed by the law of the Federal Republic of Germany. For consumers, that choice of law applies only insofar as it does not withdraw protections granted by the mandatory law of their country of habitual residence.

19.2. Entrepreneur customers are additionally subject to this: the customer may not assign claims arising from the contract, including in particular defect claims.

19.3. Where the customer is a merchant under the HGB, an entrepreneur under § 14 BGB, a public-law legal entity, or a public-law special fund, the Provider's registered office has exclusive jurisdiction over any dispute arising directly or indirectly from the contractual relationship. The Provider may nonetheless always sue at the place of performance under this AGB or a prior individual agreement, or at the customer's general place of jurisdiction. Mandatory statutory venue rules, in particular on exclusive jurisdiction, remain unaffected.