Terms of Use for the ngena Academy

These Terms of Use for the ngena Academy (the “Terms”) govern the use of the online portal “ngena Academy”, available via the login page at https://ngena-academy.de/ and operated by ngena GmbH, a limited liability company under German laws registered with the commercial register at the local court of Bonn under HRB 20074, with its business address at Hahnstr. 40, 60528 Frankfurt, Germany (“ngena”).

These Terms come into force between ngena and an individual user who has initiated the registration as a user of the ngena Academy and accepted these Terms (the “User”) upon ngena’s approval of the User’s registration request.

1. Background

ngena provides certain wholesale network services to its business partners, who in turn provide network services based on ngena’s services to their customers.

The ngena Academy provides various information related to ngena’s services which may include educational and training materials, white papers, details on the offered products, etc.

ngena in its sole discretion may grant access to the ngena Academy to employees of ngena’s business partners via their personal “User Accounts” to support them in reselling ngena’s services.

2. User Account

The User Account for the ngena Academy is personal to each User. The User may not sell, trade, assign or otherwise transfer the user account to any other person or entity.

The User shall ensure that the login information for the User Account is kept secure at all times and not shared with any other person or entity. In the event the User becomes aware of or reasonably suspect any breach of security, such as an unauthorised access to the User Account by a third party, or any loss, theft or disclosure of the login information, the User shall immediately notify ngena.

3. Use of the ngena Academy

The User may use the ngena Academy only for its internal reference and training purposes.

In addition, the following applies to the use of the Quick Sizer tool in the ngena Academy: Quick Sizer is offered by ngena for the purpose of facilitating resale of ngena’s services by the User and enabling ngena to effectively support the User in relation to a specific selling opportunity. With help of Quick Sizer, the User obtains preliminary indication of prices for ngena’s services for the indicated project as a rough reference, and ngena receives the project information so that ngena can support the User, e.g. by contacting the User and suggesting the next appropriate steps. It is prohibited to engage in extraction of data and information from Quick Sizer which is unrelated to a specific selling opportunity pursued by the User. 

The User acknowledges that the data accessible via the ngena Academy are not intended to be binding in any way and such data shall not be the basis for any claims against ngena. The features and functionalities of the ngena Academy may be updated by ngena from time to time.

Nothing in these Terms can be interpreted as creating a contractual relationship between ngena and the User and/or any third party in relation to the provision of network services. 

The User shall be responsible for all actions made via the User’s User Accounts. ngena shall not be responsible for any activities in the ngena Academy using the User’s User Accounts.

The User shall only use the ngena Academy in accordance with these Terms. The ngena Academy shall not be used for any other purpose.

4. Prohibited Activities

When using the ngena Academy, it is prohibited to engage in any illegal, harmful or otherwise inappropriate activities, including but not limited to the following:

  • jeopardizing the security and stability of the ngena Academy, in particular gaining unauthorised access to any of ngena’s equipment, servers or networks, penetrating data networks of ngena or transmitting any viruses, trojans or other malware;
  • interfering with the software underlying the ngena Academy, in particular intercepting, emulating, reverse engineering, decompiling or modifying it;
  • posting, storing, distributing or transmitting any content which constitutes a violation or infringement of the rights of any third party (including, but not limited to, intellectual property rights, privacy or confidentiality rights);
  • defamatory, offensive, obscene, abusive, fraudulent or otherwise unlawful activities.

5. Confidentiality

Some information accessed via the ngena Academy may be marked “confidential” (“Confidential Information”). With respect to any Confidential information, the User shall (i) use the Confidential Information only for the purpose of these Terms, (ii) not distribute, disclose or otherwise disseminate the Confidential Information, (iiI) take all possible measures to prevent its distribution, disclosure or dissemination of the Confidential Information and (iv) ensure the secure storage of the Confidential Information.

The User may disclose the Confidential Information on a need-to-know basis to User’s co-workers, i.e. employees of the company, in which the User is employed, as far as it is necessary to support reselling ngena’s services.

The obligation of confidentiality shall not apply to the Confidential Information (i) which is or becomes generally available to public other than as a result of breach of these Terms, (ii) which was already in possession of the User prior to disclosure under these Terms, and (iii) which is requested to be disclosed by a court or governmental agency based on a legal requirement.

The obligations of confidentiality shall continue for a period of two years after the User’s access to the ngena Academy has ended.

6. Intellectual Property

The materials provided in the ngena Academy, including texts, images, graphics, videos, white papers, brochures, product documentation, etc. (“Materials”) are protected by German and international intellectual property laws. Unauthorized use of the Materials is prohibited. In particular, it is not allowed to reproduce, display, modify, sell or otherwise use the Materials in any way for any public or commercial purpose, unless ngena explicitly permits it in relation to a specific material.

7. Limitation of Liability

ngena does not charge the User for the use of the ngena Academy and ngena provides the access to the ngena Academy “as is”, without warranty of any kind. In particular, but not limited to, ngena does not provide any warranty for any feature or availability of the ngena Academy, nor for the correctness or completeness of information accessible via the ngena Academy.

ngena is not liable for any indirect, incidental or consequential damage, including but not limited to loss of profits or revenue, loss of business or business opportunity, business interruption, loss of data, or damage to reputation.

ngena’s statutory liability remains unlimited for death or personal injury, intent or gross negligence, and claims under applicable product liability laws.

8. Indemnity

The User agrees to indemnify and hold ngena, its directors, officers, agents and affiliates harmless from and against any loss, liability or claim (including reasonable attorney fees) arising out of or in connection with the User’s breach of these Terms or User’s use of the ngena Academy in an unlawful manner.

9. Changes to the Terms

A current version of these Terms will always be available via the link on the home page of the ngena Academy. ngena may amend the Terms at any time to reflect the further development of the ngena Academy or changes in technical or legal requirements. In case of changes ngena will give a notice to the User via email or by other appropriate means; if the User does not object to these changes within 4 weeks after the receipt of the notice, the changes will be deemed to be accepted; this will be described in the notice. If the User objects to the changes, ngena reserves the right to terminate the Terms or any portion of them upon reasonable notice.

10. Termination

The User may terminate the Terms at any time by providing a one week notice (in writing or by email) to ngena.

ngena may terminate the Terms, or any part of them, with immediate effect in case of a User’s breach of the Terms. ngena may also terminate the Terms, or any part of them, for legal, technical or commercial reasons, with a reasonable advanced notice.

In addition, ngena may suspend, block or otherwise restrict User’s access to the ngena Academy at any time if it is required in ngena’s reasonable judgement.

If the Terms are terminated for any reason, Sections 7, 8, 11 and 13 of the Terms shall remain in effect.

11. Interpretation

If any provision of the Terms is found to be invalid, wholly or in part, this shall not affect the validity of the other provisions of the Terms. Invalid provisions shall be replaced by provisions which reflect most closely the initial intention.

12. Contact

Any questions and notifications regarding these Terms may be sent to ngena by email to: academy@ngena.net.

13. Governing Law and Jurisdiction

These Terms shall be governed by the laws of Germany without reference to its conflict of law provisions. The UN convention on contracts on the international sale of goods (CISG) is excluded.

The sole place of jurisdiction for any disputes arising from and in connection with these Terms shall be Frankfurt am Main, Germany, unless there is a sole statutory place of jurisdiction.

Version 01.2020

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