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Terms of Use

This website, located at myhyfra.hyfra.com, is owned and operated by HYFRA Industriekühlanlagen GmbH and its Affiliates ("HYFRA," "we" or "us"). These Terms of Use ("Terms of Use") sets forth the terms and conditions pursuant to which HYFRA may grant you the right to access and use this website, including all products, information, materials, content, services and other features that are contained in this website (collectively, "Website"). As used in these Terms of Use, (i) the terms "user," "your" and "you" refer to any and all parties accessing or using this Website for any reason, including the employer and company on whose behalf you are accessing or using this Website, (ii) the term "Affiliate" means, with respect to HYFRA, any entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with HYFRA, and (iii) the "HYFRA Entities" refers to, collectively, HYFRA and its Affiliates. 

These Terms of Use apply to your use of the HYFRA website, not to the terms and conditions of service or terms and conditions of purchase and sale of HYFRA equipment or products, which are subject to separate terms and conditions.

Acceptance of Terms

By accessing or using this Website in any manner, including but not limited to downloading or using any Application (defined below) or ordering any Goods or Services (defined below), you acknowledge and represent that you have read, understood, agree to be, and shall be, bound by, and hereby accept these Terms of Use. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR USE THIS WEBSITE.

These Terms of Use will remain in full force and effect for as long as you are a user of the Website. HYFRA retains the right to revoke the licenses and permissions to use the Website granted hereunder without liability and to disable and deny access to any user if we believe that you have violated or acted inconsistently with these Terms of Use, where required by law, or for other good cause.

Changes to Terms

We may modify these Terms of Use by posting a revised version on the Website and notifying registered users by electronic or other means. BY CONTINUING TO USE THIS WEBSITE AFTER A NEW VERSION HAS BEEN POSTED, YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE WILL BE GOVERNED BY THE NEW TERMS.

Limited License and Website Access; All Rights Reserved

All information, data, specifications, text, communications, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, Applications, and any other content contained in this Website (individually and collectively, "Content"), in addition to any goods or services offered on or in connection with this Website ("Goods or Services") are owned or controlled by, or licensed to HYFRA. The Content is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights (individually and collectively, "IP Rights").

Subject to the terms and conditions of these Terms of Use and your continued compliance herewith, HYFRA hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to access and use this Website and the Content for your company's non-competitive business purposes. This license does not include any right for, and you shall not engage in any activity relating to, the resale or commercial use of this Website or the Content; any derivative use of this Website or the Content; any use of data mining, robots, or similar data gathering and extraction tools; or any activity competitive to any of the HYFRA Entities. Certain features of this Website may allow you to download information or materials from this Website and print out a hard copy for internal business purposes, provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent) contained in such information or materials. Such downloadable and/or printable information or materials constitutes Content under these Terms of Use and is subject to the terms and conditions herein.

This Website or any portion of this Website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any purpose not expressly permitted in these Terms of Use without the express prior written consent of HYFRA. You shall not frame or utilize framing techniques to enclose any Mark (defined below) or other proprietary information (including images, text, page layout, or form) of HYFRA without HYFRA's express prior written consent. You shall not use any meta-tags or any other "hidden text" utilizing any of the Marks without the express prior written consent of their owners. The HYFRA Entities and/or the respective third party owners of Content or the Website, as applicable, retain all right, title, and interest in this Website and any Content offered on this Website, including any and all IP rights in any of the foregoing.

Except as otherwise expressly stated herein, you shall not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any Content, in whole or in part, in any manner, without the prior written authorization of HYFRA or any applicable third party supplier, owner or authorized agent. The use of Content by you, or anyone else authorized by you, is prohibited unless specifically permitted by HYFRA.

Applications

HYFRA may, but is not obligated to, offer you the ability to use certain applications or software, including without limitation, blogs, chat rooms, instant messaging, bulletin boards, e-mail functions, or firmware, or otherwise use certain features available through various software or applications available on the Website (collectively, "Applications"). Without limiting your obligations and restrictions otherwise described herein, your limited, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use the Applications is further subject to the following conditions:

You understand and agree that certain Applications may be owned by third parties and distributed under a third party end user license agreement ("EULA") and that HYFRA shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. You shall not download or use any third party Application from the Website without agreeing to the EULA, if any, and these Terms of Use. These Terms of Use govern your obligations and rights for any Applications that do not possess a EULA.

Unless expressly stated otherwise in the EULA, you are granted only a limited license to download and/or use the Application from a single computer and/or mobile device for your company's non-competitive business purposes. In no event shall you: (i) modify, translate, or create derivative works based on any of the Applications; (ii) disable, tamper or circumvent any of the security mechanisms provided with or embedded in any of the Applications or any module of the foregoing; (iii) send or cause to be sent to any of the HYFRA Entities any viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying trade secrets ideas or algorithms of any of the Applications (except to the extent that these actions are indispensable for obtaining information necessary to create the interoperability of an independently created computer program with the Application, and such information has not been made accessible by HYFRA within a reasonable time despite having been requested in writing; any information obtained through actions in accordance with this subsection may under no circumstances be used for any purposes other than for the creation of interoperability of the independently created computer program and in particular not for the development, production or marketing of computer programs whose features and functions are similar to that of the Application); (v) lease, distribute, license, sell or otherwise commercially exploit any of the Applications or make the Applications available to a third party, including but not limited to using the Application for timesharing, service bureau or other similar purposes; (vi) conceal or remove any title, Mark, copyright, proprietary or restricted rights notice contained in any of the Applications or any components or modules thereof; (vii) export the Application in violation of any U.S. or foreign law, rule or regulation. All rights in Applications not specifically granted to you in writing by HYFRA are reserved by HYFRA.

HYFRA has no obligation to provide support for any Application and may cease any support previously provided to a user or terminate your use of or access to any Application if we believe that you have violated or acted inconsistently with these Terms of Use, where required by law, or for other good cause, in particular.

Goods or Services

HYFRA may offer various Goods or Services on or through the Website. If you order or purchase any Goods or Services, such order or purchase will be subject to the then-current version of the HYFRA Terms and Conditions of Sale and any other separate agreements between you and HYFRA entered into in relation to such transaction.

Trademarks and Service Marks

This Website contains certain trademarks, service marks, trade names, logos, trade dress and other words, names, symbols or devices, or any combination of the foregoing that are used to identify and distinguish the source of goods and/or services, whether registered or not (collectively, "Marks"). The Marks include the domain name for this Website, all page headers, custom graphics, and button icons. You shall not copy, distribute, reproduce, display, modify, transmit, use and create derivative works of the Marks unless you have executed or entered into a Trademark License Agreement or Marketing Agreement with HYFRA or its Affiliates, in which case your use of the Marks will be subject to the terms and conditions contained in that separate agreement and the HYFRA Graphic Standards Manual, as may be updated from time to time. You agree that all uses of the Marks will inure to the benefit of HYFRA and that you will not contest the validity or strength of, or HYFRA's exclusive right, title, and interest in the Marks, or oppose, cancel, sue upon, or otherwise challenge HYFRA's registrations of any of the Marks.

Ownership of Information Submitted via this Website

Any information you submit or transmit to any of the HYFRA Entities via this Website, whether by direct entry, submission, e-mail or otherwise, including but not limited to data, questions, information, comments, posts, photographs, recordings, videos and/or suggestions, will become the property of HYFRA ("User Material") and you hereby irrevocably and unconditionally assign to HYFRA all intellectual property and other proprietary rights in and to such User Material automatically upon submission to the Website or to any of the HYFRA Entities.

Any such User Material may be used by any of the HYFRA Entities for any purpose, including, without limitation, aggregation, reporting, reproduction, solicitations, disclosure, transmission, publication, broadcast, and posting, subject to the terms of HYFRA Privacy Policy with respect to your personal information. Subject to the terms of HYFRA'S Privacy Policy , each of the HYFRA Entities shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to any of the HYFRA Entities via this Website or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such User Material. 

If any User Material cannot be assigned to HYFRA due to applicable laws, you hereby unconditionally and irrevocably grant and assign to each of the HYFRA Entities, without further consideration, an unqualified, unrestricted, unconditional, unlimited, exclusive, worldwide, irrevocable, perpetual, royalty-free, fully paid-up, transferable, sublicensable license in and to the User Materials, including all IP Rights therein, for each of the HYFRA Entities to copy, distribute, reproduce, display, modify, transmit, use and create derivative works of the User Materials, and to make, have made, use, sell, offer for sale, and import any products or services or otherwise exploit the User Materials for any purpose whatsoever, in all cases without accounting, notification, credit or other obligation to you.

Once User Material is submitted, you will have no right to prohibit, restrict, revoke or terminate any of the rights granted to HYFRA. You are not entitled to and you will not receive any compensation or other consideration for User Material or any use thereof, whether in whole or in part. You understand and agree that any use of User Material by any of the HYFRA Entities will not require any prior consent or approval prior to use. You hereby release each of the HYFRA Entities from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits that you may or can have in connection with User Material, including, without limitation, any and all liability for any use or nonuse of User Material, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss.

Rules of Conduct for Users

We have the right but not the obligation to supervise, review and remove such User Materials as we deem, in our sole discretion, necessary: (i) to enforce these Terms of Use; (ii) for any reason; or (iii) for no reason at all; provided, however, that none of the HYFRA Entities will have any obligation or liability to you for failure to do so or for doing so in any particular manner. 

By accepting these Terms of Use, you shall not, and shall not cause or permit anyone else to, upload, submit, or otherwise transmit or attempt any User Materials that, or take any other actions that:

(i) are unlawful, defamatory, scandalous, vulgar or obscene, indecent, pornographic, sexually explicit or suggestive, racially, culturally, or ethnically offensive, harmful, harassing, abusive or otherwise improper or discriminatory;

(ii) infringe, violate or misappropriate the IP Rights, rights of publicity or privacy or any other rights of the HYFRA Entities or of any other person, firm or enterprise under these Terms of Use or any other applicable body of law or treaty, whether arising under the jurisdiction of Germany, the United States, or under any other local foreign laws;

(iii) contain viruses or other harmful, disruptive, or malicious computer code that interfere with the normal operation of the Website, including any transmission of junk e-mail, chain letters, duplicative or unsolicited messages, surveys, contents, pyramid schemes, or so-called "spamming" and "phishing";

(iv) cause harm, harass anyone or which may prevent, prohibit, inhibit, restrict or otherwise impair others from using or enjoying the Website;

(v) affect any of the HYFRA Entities adversely or reflect negatively on any of the HYFRA Entities, any of their goodwill, name or reputation, or cause duress, distress or discomfort to any of the HYFRA Entities or anyone else, or discourage any person, firm or enterprise from using all or any portion, feature or function of the Website, or from advertising, linking or becoming a supplier or tenant to any of the HYFRA Entities in connection with the Website; or

(vi) create a false identity or account for any purpose.

Registration and Use of Password

In order to access and use password protected portions of the Website, users will be given a unique user ID and password at HYFRA's discretion. You shall take all reasonable precautions to safeguard the confidentiality of the Content and all information accessed in such protected portions (collectively, "Protected Information"). You shall: (i) hold in strict confidence all Protected Information; (ii) use such Protected Information only to perform or to exercise your rights expressly stated in these Terms of Use in accordance herewith; and (iii) not transfer, display, convey or otherwise disclose or make available such Protected Information to any person or entity except to your directors, officers, employees, auditors, and legal and financial advisors who need to know such Protected Information, who are under confidentiality obligations substantially similar as those set forth hereunder, and whose handling and treatment of the Protected Information in accordance with these Terms of Use is your full responsibility. You shall use at least the same degree of care to protect the Protected Information as you use to protect your information of like nature, but in no event less than a reasonable degree of care. You shall immediately notify HYFRA of any unauthorized use or disclosure of the Protected Information, and to take all necessary actions to prevent use or disclosure of the Protected Information in breach of these Terms of Use or applicable law. You agree that the HYFRA Entities may have no adequate remedy at law if there is a breach or threatened breach of the confidentiality and/or security requirements and/or obligations in these Terms of Use and, accordingly, that any of the HYFRA Entities will be entitled to injunctive or other equitable relief pursuant to the statutory requirements to prevent or remedy such a breach in addition to any legal remedies available to such HYFRA Entity.

User Accounts, Passwords, and Security

When accessing the portal, you are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account (including, without limitation, any purchase of Goods or Services made using your account). You shall immediately notify HYFRA of any unauthorized use of your account or any other breach of security of which you become aware. Subject to the Clause "Limitation of Liability" (see further below in these Terms of Use), none of the HYFRA Entities will be liable for any loss that you or your employer may incur as a result of someone else using your password or account, either with or without your knowledge, and you hereby fully release all of the HYFRA Entities for any losses arising out of the same; the foregoing obligation to release the HYFRA Entities for any losses shall not apply if you have not acted culpably (schuldhaft). You shall not use anyone else's account at any time, without the permission of the account holder.

By clicking “keep me signed in” you agree that HYFRA may collect and save your user name and password information, subject to the HYFRA'S Privacy Policy . HYFRA, at its sole discretion, may require you to re-enter your user name and/or password prior to completing certain secure transactions, including but not limited to making a purchase.

USER NAMES AND PASSWORDS ARE ISSUED ON A PERSONAL BASIS. ACCORDINGLY, ALL CONTENT, PROTECTED INFORMATION, PERSONAL INFORMATION OR INSTRUCTIONS TRANSMITTED BY OR RECEIVED FROM ANYONE PRESENTING YOUR USER NAME AND PASSWORD ON THE WEBSITE WILL BE DEEMED BINDING ON YOU.

Connection Requirements

You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use this Website, and HYFRA reserves the right to change the access configuration of this Website at any time without prior notice, notably in the interest of innovation and efficiency.

HYFRA reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of your or a user's access and/or account. HYFRA may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the HYFRA'S Privacy Policy , HYFRA reserves the right at all times to disclose any information as HYFRA deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in HYFRA's sole discretion.

Right to Monitor

HYFRA is not required to monitor general use of this Website under normal circumstances or exercise editorial control over the content of any third party's website, e-mail transmission, news group, or other material created or accessible over or through this Website. However, HYFRA does reserve the right, as applicable in accordance with applicable data protection laws, to monitor use of the Website at any time as it deems appropriate and to remove any information, materials or other content that, in HYFRA's sole discretion, may be illegal, may subject the HYFRA Entities to liability, may violate these Terms of Use, or are, in the sole discretion of any of the HYFRA Entities, inconsistent with any of the HYFRA Entities' purposes.

No HYFRA Editorial Control of Third Party Content; No Statement as to Accuracy

To the extent that any of the Content included in the Website is provided by third party content providers or users, HYFRA has no editorial control or responsibility over such Content. Therefore, any opinions, statements, products, services or other information expressed or made available by third parties or other users on this Website are those of such third parties or other users, respectively. HYFRA expressly distances itself from any statements and opinions displayed in third party content. Such statements and opinions do not necessarily reflect the views of HYFRA. HYFRA does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of the Content displayed on this Website will not infringe rights of third parties not owned by or affiliated with any of the HYFRA Entities.

Links to Third Party Websites

This Website may contain hyperlinks to other sites owned, operated and maintained by parties other than the HYFRA Entities (each, a "Third Party Site"). Such hyperlinks are provided only for reference and ease of use. The reference to Third Party Sites does not mean that HYFRA accepts and makes the content of such websites its own. HYFRA expressly distances itself from any statements and opinions displayed on such websites. Such statements and opinions do not necessarily reflect the views of HYFRA. HYFRA does not control any Third Party Site and cannot be held responsible for their content and/or accuracy and does not endorse these sites unless HYFRA specifically so states. In the event this Website provides hyperlinks to any Third Party Site, you shall not hold any of the HYFRA Entities responsible and/or liable for the content, products, services or other materials on or available from such websites. HYFRA accepts no liability for any information, products, advertisements, content, services or software accessible through these third party websites or for any action or inaction you take or fail to take as a result of linking to any such website. HYFRA is under no obligation to maintain any link on this Website and may remove a link at any time in its sole discretion for any reason whatsoever. None of the HYFRA Entities shall be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any Third Party Site. Any such websites are likely to set forth specific terms of use and privacy policies that you should review. None of the HYFRA Entities is responsible for the privacy practices of any other websites.

Representations and Warranties

You represent and warrant to HYFRA that (i) your access and use of the Website conforms to the requirements and restrictions set forth in these Terms of Use and comply with all applicable laws, rules and regulations in the EU and the US, including all export-related and anti-corruption laws; and (ii) with respect to the User Materials that you upload, submit, or otherwise transmit to any of the HYFRA Entities or to this Website, you have all the necessary rights, title, and interest therein to grant to the HYFRA Entities the rights and licenses described herein.

Disclaimer

Content and other information contained on this Website has been prepared by HYFRA as a convenience to users and is not intended to constitute advice or recommendations upon which a user may rely. HYFRA has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the accuracy, completeness, or adequacy of the Content or other information contained in or linked to this Website or any other Website maintained by HYFRA. Users relying on Content or other information from this Website do so at their own risk.

The information and descriptions contained herein are not intended to be complete descriptions of the terms, exclusions and conditions applicable to the Content or any Goods or Services offered through the Website, but are provided solely for general informational purposes; please refer to the relevant agreement between you and the applicable HYFRA Entity for complete terms and conditions with respect to any Goods or Services. Should you purchase any Goods or Services from any HYFRA Entity or a third party, the terms and conditions applicable to that transaction will govern such entry or purchase, as applicable, and your use of this Website does not affect that purchase in any manner.

THIS WEBSITE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY. THE HYFRA ENTITIES AND EACH OF THEIR SUPPLIERS DO NOT PROMISE OR WARRANT TO YOU THAT ANY ASPECT OF THE WEBSITE WILL WORK PROPERLY, OPERATE ERROR-FREE, OR WILL BE AVAILABLE CONTINUOUSLY. THE AVAILABILITY, APPEARANCE OR YOUR USE OF ANY URLS OR HYPERLINKS REFERENCED OR INCLUDED ANYWHERE ON THIS WEBSITE OR ANY OTHER FORM OF LINK RE- DIRECTION OF YOUR CONNECTION TO, WITH OR THROUGH THIS WEBSITE, DOES NOT CONSTITUTE AN ENDORSEMENT BY, NOR DOES IT INCUR ANY OBLIGATION, RESPONSIBILITY OR LIABILITY ON THE PART OF THIS WEBSITE OR ANY OF THE HYFRA ENTITIES, ANY OF THEIR AFFILIATES, AND EACH OF THEIR SUCCESSORS AND ASSIGNS. NONE OF THE HYFRA ENTITIES VERIFY, ENDORSE OR HAVE ANY RESPONSIBILITY FOR ANY SUCH THIRD PARTY SITES, THEIR BUSINESS PRACTICES (INCLUDING THEIR PRIVACY POLICIES), OR ANY GOODS OR SERVICES ASSOCIATED WITH OR OBTAINED IN CONNECTION WITH SUCH SITES, WHETHER ANY OF THE WEBSITE'S OR ANY OF THE HYFRA ENTITIES' MARKS OR SPONSORSHIP IDENTIFICATION IS ON THE THIRD PARTY SITE AS PART OF A CO-BRANDING OR PROMOTIONAL ARRANGEMENT, OR OTHERWISE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND USE OF ANY SUCH CONTENT. THE CONTENT, GOODS OR SERVICES ON OR THROUGH THE WEBSITE MAY BE OUT OF DATE, AND NEITHER THE HYFRA ENTITIES NOR ANY OF THEIR AFFILIATES MAKE ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE SUCH CONTENT, GOODS OR SERVICES.

ALL THIRD PARTY PRODUCTS AND SERVICES PURCHASED ON OR THROUGH THIS WEBSITE ARE SUBJECT TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS AND SUPPLIERS. EACH OF THE HYFRA ENTITIES HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT OR SERVICE DEFECT OR FAILURE CLAIMS THAT ARE DUE TO NORMAL WEAR, MISUSE, ABUSE, MODIFICATION, IMPROPER SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION.

Limitation of Liability

HYFRA's liability shall be subject to the following Clause:

In the case of ordinary negligence (einfache Fahrlässigkeit), HYFRA shall be liable only for damages resulting from the violation of essential contractual duties the performance of which is required for the due execution of the contract and the observance of which the contracting partner regularly relies on and may rely on (vertragswesentliche Pflichten); in this case liability shall be limited to the typical foreseeable damage. This limitation of liability shall also apply to damages caused by gross negligence (grobe Fahrlässigkeit) by HYFRA's employees or representatives who are not part of its management or executive staff.

In the cases of the foregoing first paragraph of this Clause, liability shall exclude lost profits and any indirect or consequential damages.

In the cases of the foregoing first paragraph of this Clause, HYFRA's liability is limited to the sum insured under HYFRA's business liability insurance policy; HYFRA will provide the user with proof of the scope of such insurance policy on request.

In the cases of the foregoing first paragraph of this Clause, the limitation period shall be two years after the date on which the claim arose and the user gained knowledge of the circumstances substantiating the claim. Irrespective of the user's knowledge, the limitation period shall be three years after the event that triggered the damage.

The above-mentioned limitations of liability shall not apply (i) in the case of damage to life, body or health, (ii) intent (Vorsatz) and (iii) gross negligence on the part of HYFRA's management or executive staff, (iv) if a defect was fraudulently concealed, (v) if a guarantee for the quality of Content or Service was provided, in which case the guarantee provision or limitation period as set out in the guarantee shall apply or (vi) in the case of liability under the German Product Liability Act (Produkthaftungsgesetz).

The above limitations of liability shall also apply in the case of user's claims for damages against HYFRA's legal representatives, executives, employees or agents.

Indemnification

You shall indemnify, defend, and hold the HYFRA Entities and each of their respective directors, officers, employees, agents, contractors and partners (each, a "HYFRA Indemnitee") harmless from any and all losses, damages, liabilities, judgments, awards, penalties, interest, fines, costs, fees or expenses of whatever kind, including reasonable attorneys' and professional fees, incurred by any HYFRA Indemnitee arising out of or resulting from any claim, demand, suit, action, allegation, or any other proceeding that arises out of or relates to (a) your violation of these Terms of Use, (b) your use of this Website, the Content, Goods or Services, (c) any User Materials that you upload, submit, or otherwise transmit through this Website, (d) your access to or use of any Third Party Sites, or (e) any dealings between you and any third parties relating to this Website. The foregoing obligations to indemnify, defend and hold harmless the HYFRA Entities and HYFRA Indemnitees shall not apply if you have not acted culpably (schuldhaft).

Termination

We may terminate, disable and/or deny your access to or use of this Website, including any Content and Goods or Services available through this Website for good cause, including without limitation, if we believe that you have violated or acted inconsistently with these Terms of Use or where required by law. We may also modify or discontinue providing this Website or any part of this Website with or without cause and will post notice of such modification or discontinuance on the Website. HYFRA may use any technological, legal, operational or other means available to us to enforce the provisions of these Terms of Use, including, without limitation, blocking specific IP addresses or deactivating your registration on the Website. HYFRA will not be liable to you or to any third party for any termination of your access to or use of this Website or for any modification to or termination of this Website; the Clause "Limitation of Liability" remains unaffected (see further above in these Terms of Use).

Notices

Any notices to you from HYFRA regarding the Website or these Terms of Use will be posted on this Website or made by e-mail or regular mail as HYFRA determines, in its sole discretion.

Electronic Communications

When you visit this Website or send e-mails to HYFRA, you are communicating with HYFRA electronically. By using this Website, you consent to receive communications from any of the HYFRA Entities electronically. HYFRA will communicate with you by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that HYFRA provides to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by HYFRA electronically are deemed to be given and received on the date HYFRA transmits any such electronic communication as described in these Terms of Use.

Entire Agreement

These Terms of Use, the HYFRA'S Privacy Policy , the HYFRA Terms and Conditions of Sale (if you order or purchase any Goods or Services) and other policies or terms and conditions HYFRA may post on this Website constitute the entire agreement between HYFRA and you in connection with the subject matter hereof, and supersede any prior and contemporaneous oral, written or electronic agreements between HYFRA and you regarding the subject matter hereof, including but not limited to prior versions of these Terms of Use.

Governing Law; Venue

These Terms of Use are governed by the laws of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and without regard to any conflicts of law provisions. Any legal proceedings arising from or relating to these Terms of Use shall be brought exclusively before the competent courts having jurisdiction for Altenkirchen, Germany (except that a suit filed by HYFRA may also be filed in the jurisdiction where the customer’s head office is located) and the parties hereby consent to the personal jurisdiction and venue of the courts in such jurisdictions. The section headings are for convenience and do not have any force or effect.

No Agency Relationship

Neither these Terms of Use, nor any Content, User Materials, other materials, features, or Goods or Services of this Website create any partnership, joint venture, employment, or other agency relationship between you and any of the HYFRA Entities. You and each of the HYFRA Entities are independent contractors for all purposes related to this Website and these Terms of Use. You shall not enter into any contract on any of the HYFRA Entities' behalf or bind any of the HYFRA Entities in any way.

Remedies

You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause HYFRA irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to HYFRA obtaining any injunctive or equitable relief that HYFRA deems necessary or appropriate. These remedies are in addition to any other remedies HYFRA may have at law or in equity.

Miscellaneous

If any portion of these Terms of Use is deemed unenforceable, that portion will be enforced to the maximum extent possible so as to effectuate the intent of the parties as reflected by that provision, and the remaining portions of these Terms of Use will be given full effect. HYFRA's failure to act in a particular circumstance, including any failure by HYFRA to enforce or exercise any provision of these Terms of Use, does not waive the ability to act with respect to that circumstance or similar circumstances in the future. HYFRA will be excused for any failure to perform to the extent that its performance is prevented by any reason outside of its reasonable control. HYFRA may assign its rights and obligations under these Terms of Use to an entity that acquires all or substantially all of the assets of HYFRA or to any subsidiary or successor in a merger or acquisition involving HYFRA, including by operation of law. 

If an express conflict exists between these Terms of Use and the terms of a separate agreement between you and HYFRA for Goods or Services (including the HYFRA Terms and Conditions of Sale), the terms of that separate agreement will control with respect to the conflicting term.

Note: The German law rules on general terms and conditions provide for the applicability of statutory law if provisions are invalid (so called precedence of individual agreements). Therefore, we see a risk that the severability clause may not be enforceable under the German law rules on general terms and conditions; the Clause may be retained for tactical reasons though.