Terms of Service ("Cello-ToS")

1. General; Users; Agreement

1.1 These Terms of Service (“Cello-ToS”) govern the access and use of the Cello Online Platform available under www.cello.so, www.cello.to and www.cello.co which may be used to manage and participate in referral programs and to obtain further services and products, including the Cello Code (collectively, the “Platform”). The Platform is operated and provided by the Powerplay GmbH, Sumpfmeisenweg 3A, 81249 Munich (“Cello” or “we”).

1.2 Users that use the Platform to create and manage a referral program in order to accelerate the sale of their SaaS products are referred to as “Customers” (see section 2 below). Users that use the Platform to participate in a referral program by referring the Customer's SaaS products to their network are referred to as “Referral User” (see section 3 below). Users that receive a Referral from a Referral User are referred to as “Referees” (see also section 3 below). Unless expressly described differently, Customers and Referral Users are referred to collectively as “Users”. Cello and the Users are also referred to collectively as “Parties” or individually as “Party”.

1.3 The Platform may only be accessed and used by Users who are of legal age and have full legal capacity, by Customers that are entrepreneurs (in terms of Sec. 14 German Civil Code (BGB), by Referral Users that may be entrepreneurs or consumers, and only in accordance with these Cello-ToS. Prerequisite for the authorization to access and use the Platform as a User is the registration for a User Account (see section 4 below) and the conclusion of an “Agreement” with Cello, of which these Cello-ToS are an essential part. The Agreement with Customers shall be concluded, when Cello by email accepts the Customer’s offer. The Customer sends its offer to Cello by filling out and submitting the corresponding form on the Platform and by accepting the Cello-ToS. The Agreement with Referral User shall be concluded when the Referral User accepts these Cello-ToS in the first referral request sent by Cello. The information provided during registration must be complete and correct. Each User may only register once. Cello will store the contract text of the User’s registration (i.e., these Cello-ToS) and send it to the User in text form (e.g., email). In addition, these Cello-ToS are available under cello.so/legal/tos. The User can save or print these Cello-ToS by using the respective function of the User’s internet browser. The English language is available for the conclusion of the Agreement.

2. Customers; Customer Page; Cello Code

2.1 Customers may create and manage on the Platform their referral program for their SaaS products (“SaaS Product(s)”). This requires the Customer to provide Cello with information about the Customer and the respective SaaS Product (including descriptions of the pricing, payment terms, other costs and other applicable terms and conditions, trademarks/logos) as well as links to the Customer’s website, where users can purchase / subscribe for the Customer’s SaaS Product (“Customer Information”). Cello may create a subpage on the Platform for the Customer with selected information of the SaaS Product and the possibilities for referrals (“Customer Page”).

2.2 The Customer grants Cello all rights of use regarding the Customer Information (including the rights of use to the brand name and any transmitted trademarks and/or logos), which are necessary to create the Customer Page and render the services. Unless otherwise agreed between the Parties, Cello shall be entitled to refer to the Customer and the collaboration with the Customer and the SaaS Products and to depict the Customer’s logo/trademark for self-promotional purposes. The rights of use shall be granted free of charge, non-exclusively, unlimited in territory and for the duration of the respective Agreement. The Customer warrants, (i) that the Customer Information (including the provided links and the respective websites, where the links lead to) are correct, up to date, and do not infringe any statutory law or third-party rights and (ii) that the Customer is legally entitled to provide the Customer Information and grant the rights of use hereof to Cello as described. The Customer shall indemnify Cello and all companies affiliated with Cello upon first demand against all claims, which are raised against Cello due to a breach by the Customer of the obligations under this section 2.2 or any other claims in connection with the Customer Information, for which Cello is not legally responsible, according to section 10.

2.3 Cello may provide Customer with referral components, which the Customer may integrate into the Customer’s own SaaS Products by integrating the Cello Code provided by Cello (“Components”). The Components enable Referral Users to make referrals within the SaaS Product (see section 3 below). “Cello Code” means certain JavaScript code, software development kits (SDKs) or other code provided by Cello for deployment on Customer Properties. The Components and the Cello Code are standardized tools that are provided exclusively in its as-is conditions according to the technical descriptions. No customization or adaptation to the Customer's SaaS product or systems is owed by Cello. Subject to these ToS and any other terms and conditions of the Agreement, Cello shall grant to Customer a limited, non-transferable, non-sublicensable, non-exclusive license, limited to the Term of the Agreement to copy the Cello Code solely in the form provided by Cello on Customer’s SaaS product solely for the purpose to use the Platform and the Cello services and solely in accordance with the further documentation provided by Cello and this Agreement. The Customer must implement the Cello Code on the Customer properties in order to enable features of the Platform and the Cello services. The Customer must implement the Cello Code in strict accordance with the documentation and other instructions provided by Cello. The Customer acknowledges that any changes made to the Customer properties after initial implementation of the Cello Code may cause the Components to cease working or function improperly and that Cello has no responsibility for the impact of any such impact. The customer is solely and exclusively responsible for the integration of the Cello Code and the Components into the Customer’s SaaS Product and for ensuring that the SaaS Product functions as desired with the integrated Components. Cello points out that especially in the case that the technical requirements are not fulfilled or the technical information is not observed, problems with the operation of the Customer's SaaS Product may occur, which are the responsibility of the Customer. Cello recommends testing the Components first within a test environment and in case of doubt not to integrate the Components in the Customer’s SaaS Product. More detailed information on the Customer Page and the Components, in particular technical information and the requirements for integrating the Components into the Customer's SaaS Product, may be provided by Cello upon request by Customer.

2.4 The exact scope of services and functions of the Platform and any other services to be provided by Cello under the Agreement (including the provision of the Components and the functions and services of the User Account) as well as the fees owed by the Customer in return (“Platform Fee” and “Advertising Fee”) shall be determined by the detailed service description and price list on the Platform.

The Platform Fee is a monthly fee.

A claim of Cello against the Customer for the payment of an Advertising Fee arises each time, when a Referee signs an agreement regarding a subscription for a Customer SaaS Product after using a Referral Link, that the Referral User has sent to the Referee.

Just for the avoidance of doubt: the Customer owes no payments to Referral Users. Any Referral User´s claim against Cello for payment of Referral Rewards (see section 3.3) arises independently of Cello’s claim against the Customer for payment of the respective fee.

2.5 Cello shall invoice the fees as agreed in the Agreement and any further fees for additional services in accordance with the respective applicable service description and price list. All amounts mentioned are net plus value added tax at the statutory rate. Unless expressly agreed otherwise in the Agreement: (i) Cello shall issue a digital invoice per email to the Customer regarding the incurred fees, using the Customer’s email address provided in the context of the User Account (see section 4 below); (ii) the final amount shown in the invoice shall be due for payment immediately; and (iii) all payments shall be made to the Cello account stated in the invoice. Cello may offer further payment methods as described on the Platform. Any complaints relating to an invoice must be submitted to Cello in writing or by email to support@cello.so within four (4) weeks upon receipt of the respective invoice. In the event no such complaint has been made within the aforementioned time, the invoice is deemed to be accepted. Cello will inform the Customer in the invoice about the consequences of failing to submit a timely complaint.

2.6 Cello reserves the right to suspend the provision of the Platform and any other services, including the Customer’s access to his/her User Account, at the expense of the Customer until all due payments have been made. Cello has the right to terminate the Agreement with immediate effect, if the Customer is in arrears with more than two months' fees or Cello has set the Customer a reasonable deadline for payment of outstanding fees and the Customer has not made payment within this deadline. In case of returned direct debits or unpaid checks, the Customer shall reimburse Cello for any costs incurred to the extent that the Customer was responsible for. Any further claims and rights to which Cello may be entitled in this respect shall remain unaffected.

3. Referral Users; Referral; Referral Link, Referral Reward

.1 The Referral User may use the functions of a given Customer Page or integrated Components within a Customer’s SaaS Product in order to refer the specific SaaS Product of the specific Customer to friends and his/her network (“Referral”). Upon request of the Referral User an identifiable link is created by the Customer Page and or the Components that leads to the Platform, where a Referee is further linked to the Customer’s own website, where the Referee can subscribe for the Customer’s SaaS Product (“Referral Link”). The Referral User may copy the created Referral Link and send it in his/her own name and under his/her own responsibility using his/her own communication channels (e.g., email, social media messenger) to friends and peers of the Referral User’s network. Cello does not send Referral Links to the Referral User’s network or any other person. The Referral User is expressly not allowed to act on behalf of Cello or to send messages on behalf of Cello (e.g., as an agent or representative or vicarious). The same shall apply with regard to the Customer, unless the Customer and the Referral User have bilaterally agreed otherwise. When sending messages containing the Referral Link, the Referral User shall comply with all applicable laws and in particular shall not send any unlawful or otherwise harassing messages (SPAM). The Referral User shall be solely responsible for the messages sent by him/her and shall indemnify Cello and the Customer against any claims by third parties based on any unlawful messages sent by the Referral User containing the Referral Link, that results in a claim against Cello or the Customer for which Cello and the Customer are not responsible.

3.2 Nothing in these Cello-ToS or the Agreement is intended to create an employment or agency or vicarious relationship between Cello and the Referral User (e.g., in terms of § 276 German Civil Code (BGB)). The Referral User acts solely on its own behalf and in its own interest and for its own account. The Referral User himself or herself is responsible for complying with all legal and tax requirements.

3.3 Claim of the Referral User for Referral Reward against Cello:

For each agreement regarding a subscription for a Customer SaaS Product, that a Referee signs after using a Referral Link, that the Referral User has sent to the Referee and that meets the referral conditions and additional conditions in accordance with this Section 3.3, a claim of the Referral User against Cello arises, to receive a reward from Cello (“Referral Reward”).

A Referral User’s claim to receive a Referral Reward can only arise and be asserted against Cello. The Referral User has no claim against the Customer of receiving a Referral Reward from the Customer.

The referral conditions can be viewed on the specific Customer Page or in the Components.

The additional conditions necessary for a claim of the Referral User to arise to receive a Referral Reward from Cello are:

The Referral User must be registered and have an active User Account (see following Clause 4.1) based on an existing and valid Agreement with Cello, also at the time the Referral Reward is claimed by the Referral User;
The Referee may not be identical with the Referral User;
The Referee may not be registered with Cello at the moment the Referee receives the Referral Link;
The Referral must be traceable for Cello (see following Clause 3.4);
The Referral User must claim the Referral Reward within 3 calendar years of receipt of the notification of the Referral Reward by the Referral User (whereby the receipt of the Referral User's claim by Cello shall be decisive for compliance with the deadline).

The Referral User will be notified via its User Account in the Components, once the Referral Reward can be claimed by the Referral User. The Referral User can claim the Referral Reward from Cello also via its User Account.

The exact content of the Referral Reward is dynamic. This means, that the exact content of the Referral Reward valid for the Referral User is always based on the exact content of the Customer’s referral program determined at the moment, when the claim of the Referral User arises to receive a Referral Reward from Cello in accordance with this Section 3.3.

The current exact content of the respective Referral Reward can be viewed by the Referral User at any time in the Components.

3.4 The identification and distribution of Referral Rewards functions through the use of certain tracking methods. Cello is only obliged to reward Referrers based on valid Referrals that are traceable by Cello. In order to be traceable, certain technical requirements must be met, including certain technical settings of the Referral User’s and Referee’s devices and software. It is the responsibility of the Referral User to maintain the technical requirements and settings of his/her and the specific Referee’s devices and/or software (in particular browser) in order to enable the Cello Code to function as designed and enable Cello to track the Referral. Any failure to do so may result in Referral Rewards not being traceable, which may lead to an exemption of claims for Referral Rewards. Inter alia, the following technical settings at the Referral User’s and/or Referee’s device/software may result in Referral Rewards not being traceable: (i) The use of ad-blockers; (ii) disabling cookies in the browser (iii); and/or the use of unsupported browser versions. Upon request, Cello will provide more detailed information regarding the specific technical requirements.

3.5 The Referral User receives the Referral Reward via the payment method specified by him/her within the framework of his User Account. Cello may offer various payment methods. Depending on the payment method, it may be necessary for the Referral User to create an account with a payment provider through which the payment is processed. The creation of such an account takes place in the Referral User's own name and for the Referral User's own account and costs. Further details regarding the available payment methods and providers and further specification on the Referral Reward are available on the Platform.

3.6 Special obligations of Referral Users; Consequences of violating the special obligations:

3.6.1 Referral Users are obliged to perform the Referral only for its intended purpose in accordance with the Agreement and only for legally permissible purposes.

Referral Users are in particular obliged to the following:

Referral Users are obliged not to take any fraudulent actions.
Referral Users are obliged not to use paid advertising, including but not limited to search engine marketing (SEM), pay-per-click (PPC) campaigns, and/or social media ads, to promote their Referral Links unless explicitly authorized in writing by Cello.
Referral Users are obliged not to bid on Cello’s or a Customer’s brand-related terms (e.g., trademarks, product names, or domain names) in advertising campaigns unless explicitly authorized in writing by Cello or the Customer.
Referral Users are obliged not to use misleading or deceptive marketing practices, including false claims, impersonation of Cello or a Customer, or any form of coercion to obtain referrals.
Referral Users are obliged not to create or maintain multiple accounts to manipulate Referral Rewards.
Referral Users are obliged not to manipulate referral tracking, including but not limited to self-referrals, automated traffic, the use of bots, or generating fake referrals.
Referral Users are obliged not to use Referral Links in unsolicited messages, including spam emails, comments, or mass messaging.
Referral Users are obliged not to use friends, family members, or other third parties to circumvent self-referral
Referral Users are obliged not to misrepresent their relationship with Cello or imply any form of official partnership or endorsement that does not exist.
Referral Users are obliged not to post Referral Links on deal-sharing websites, public coupon platforms, or similar online communities in a way that implies Cello or the Customer is offering a general sale, time-limited discount, or public promotion.

Further particular special obligations of Referral Users in this regard may arise from the respective Components, insofar as these are expressly specified therein.

3.6.2 If a Referral User culpably violates one or more of the foregoing obligations pursuant to paragraph 3.6.1, (i) Cello shall be entitled, without prior notice and at Cello’s own discretion, to suspend individual Referral Users from the Platform or to terminate the Agreement for good cause with immediate effect and/or (ii) this will lead to the forfeiture of the Referral User’s right to receive an earned Referral Reward.

The Referral User also shall indemnify Cello against all third-party claims and against all damages and proven, customary and reasonable expenses resulting from the Referral User’s culpable violation or from the culpable violation of any third party on behalf of the Referral User (especially Referees) of the foregoing obligations pursuant to paragraph 3.6.1. Section 254 German Civil Code (BGB) (contributory negligence) shall remain unaffected. The assertion of further rights shall remain unaffected.

3.7 In the following cases, the Referral User will cease to receive the Referral Reward granted by Cello in accordance with section 3.3.:

Cello discontinues the offer of the Customer SaaS Product for which the Referral User receives the Referral Reward for, or
Cello discontinues the partnership with the Customer overall.

However, this shall not affect the right of the Referral User to receive a Referral Reward from Cello, if at that time the claim of the Referral User already arose to receive a Referral Reward from Cello in accordance with Section 3.3.

4. User Account; System Requirements and Integrity

4.1 In order to use all functions of the Platform, a registration combined with the creation of an account is required ("User Account"), for which the User must provide certain data and information in a complete and truthful manner (mandatory information are labeled*). Users may also visit and use the Platform without registering or creating a User Account, however, this may cause limited availability of certain features or functions for Users other than Referral Users.

4.2 The User and each person that the User namely designates as being entitled to use the User’s User Account will be issued with a username and password login credentials (“Access Data”).

4.3 The Access Data must be kept confidential and duly secured at all times. The User shall be responsible and liable for the persons, the User designates for his or her User Account. In the event of a suspected abuse of Access Data, the User is obliged to inform Cello immediately. Cello does not disclose the password of a User to third parties and never requests the password from the Users via email or telephone.

4.4 Cello reserves the right to temporarily or permanently suspend individual Users from the Platform in the event that specific evidence is given that a User or a person namely designated by the User has violated statutory provisions or these Cello-ToS seriously or repeatedly. Cello will, in making the decision to block access, consider the justified interests of the affected User, in particular, whether there is evidence that the User is not culpable for the violation. Cello will remove the block immediately once the violation ceases. Cello shall review cases of violations of other Users reported by the Customer via email to support@cello.so within a period of 24 hours and take duly action within 48 hours by either blocking the infringing conduct or informing the customer of the reasons for not taking action.

5. Term and Termination, Deletion of User Account

5.1 Unless otherwise expressly agreed between the Parties, the Term of the Agreement shall run for an indefinite period. The Parties may terminate the Agreement (including the User Account) with 30 calendar days prior written notice using the respective function on the Platform or – as applicable – the User’s current email address specified in the User Account or Cello's email address as stated in the imprint of the Platform.

5.2 Upon termination of the Agreement, all rights of use of the User to the Platform, the Cello Code, and all other services of Cello shall immediately cease and Cello may limit the access of the User to the Platform and deactivate the Cello Code. Upon termination of the Agreement, Cello may also delete the User's User Account and all information of the User Account insofar as no contractual or legal obligation to retain data applies. After such deletion, the User will not be able to access or use the functions of the Platform that are only provided to registered Users and not be able to access the data stored in the User's User Account anymore. If the Customer still owes payments to Cello, the Agreement shall continue to apply only insofar as this relates to the payment of the outstanding debts (however, the Customer shall no longer have any rights of use during this period).

5.3 The right of each Party to terminate for good cause with immediate effect remains unaffected. An important reason for Cello exists in particular (i) if the User violates these ToS in a particularly severe or repeated manner and/or (ii) if the Customer is insolvent, subject to insolvency proceedings, insolvency proceedings have been commenced or the commencement of insolvency proceedings is dismissed due to lack of assets.

6. Scope of Services; System Requirements

6.1 Cello provides the Platform with the functionalities, services and interfaces in place as described on the Platform and in the service description and offer at the point in time of the conclusion of the Agreement. The access to the Platform is exclusively online. Cello reserves the right to further develop the functionalities, services and/or interfaces in the future and to introduce additional functionalities, services and/or interfaces. Cello reserves the right to use third parties (e.g. subcontractors or freelancers) as vicarious agents in order to fulfill Cello’s contractual obligations.

6.2 To the extent, Cello provides interfaces to systems of third parties, Cello is not obliged to adapt those to potential amendments to such systems of third parties. Cello will in such cases take effort to establish interoperability.

6.3 Cello provides the User with support via email and telephone as described on the Platform. The support service may vary depending on selected packages the User chose.

6.4 The right of use of the Platform only exists within the scope of the current technical standards. Cello is providing the platform according to the Service Level Agreement as described here. Due to the performance of necessary maintenance works and improvements, it is possible that the Platform or individual functionalities thereof may be unavailable for short periods of time. Cello always considers the justified interests of the Users, in particular, by way of advance communication in a timely manner. Cello has the right to restrict the use of the Platform to the fulfillment of certain security requirements, potential regulatory orders and/or in order to prevent abuse of services.

6.5 The User is responsible for compliance with the system requirements necessary for the use of the Platform (in particular: sufficient internet connection and compatible operating system and internet browser) (“System Requirements”). Upon request, Cello will provide the User with further information regarding the System Requirements. For some of the functionalities, consent to the storing of cookies and activating Javascript may be required. In order to use these functionalities, the User must ensure that the User’s browser software is up-to-date, and that the User has activated potentially required functionalities. The User is responsible for implementing safeguards to protect the security and integrity of the User’s computer and systems.

7. Copyright, Rights of Use, Prohibited Use

6.3 Cello provides the User with support via email and telephone as described on the Platform. The support service may vary depending on selected packages the User chose.

8. Cello's Warranties

8.1 Cello warrants that the Platform is available to the User within the scope and the availability according to these Cello-ToS and the further description at the Platform. Beyond this, Cello does not grant any warranties and gives no independent guarantee. In the event of any defects Cello will undertake the necessary measures to remove the defect within the appropriate time period. Any statutory warranty rights of the Users shall remain unaffected.

8.2 Cello is exempted from the duty to perform in the event of force majeure. Force majeure are all unforeseeable incidents as well as such incidents where the impact on the performance of the contract is not within the control of either Party. These incidents include, in particular, legal industrial actions, also in respect of third-party operations, public measures, breakdown of communication networks and gateways of other operators, disruptions in the area of line providers, other technical disturbances, including if these circumstances occur in the sphere of subcontractors, sub-suppliers or their subcontractors. No claims for the User result from such breakdowns that Cello is not responsible for.

8.3 To the extent that Cello facilitates access to websites, APIs, databases or other infrastructures of third parties, Cello is not responsible for the availability or the content of the data obtained from there. A claim for liability for resulting damages incurred by the User against Cello therefore shall not be given.

9. Limitation of Cello’s Liability

9.1 Cello shall only be liable for damages, with the exception of a violation of material contractual duties, where and to the extent that Cello, its legal representatives, executive employees or other vicarious agents have acted intentionally or with gross negligence. In the event of a violation of material contractual duties, Cello shall be liable for any culpable behavior by its legal representatives, executive employees or other vicarious agents, whereas the term "material contractual duties" refers to those duties whose fulfillment is a prerequisite for enabling the proper fulfillment of the Agreement in the first place, the fulfillment of which the User may normally rely on, and whose breach jeopardizes the achievement of the purpose of the contract.

9.2 If the User is an entrepreneur (in terms of § 14 German Civil Code (BGB), except for intentional or grossly negligent behavior by Cello, Cello legal representatives, executive employees or other vicarious agents, the liability of Cello is limited to the amount of the damage typically foreseeable at the point in time of the conclusion of the contract.

9.3 Any further liability of Cello shall be excluded. To the extent the liability of Cello is excluded or limited, the same shall apply for the personal liability of the legal representatives, executive employees or other vicarious agents of Cello.

9.4 The above mentioned limit of liabilities shall not apply in the event of the assumption of express guarantees by Cello and in respect of damages arising from injury to life, body or health as well as in the event of mandatory statutory provisions (e.g., German Product Liability Act (Produkthaftungsgesetz)).

10. Indemnification

The User shall release Cello from any claims asserted by third parties against Cello because their rights are being violated by the User’s use of the Platform. In doing so, the User shall also assume the necessary costs incurred by defending the rights of Cello, including any and all legal and court fees (maximum up to the statutory amount). This shall not apply if and to the extent the User is not responsible for the violation of rights.

11. Confidentiality

12. Data Privacy

12.1 As far as Cello processes personal data, the personal data are processed according to the applicable data privacy laws, in particular the GDPR. Cello signs a data protection agreement with the User .

12.2 To the extent legally possible, the User hereby grants to us, and we hereby accept, a worldwide, royalty-free, non-exclusive, perpetual right to use, process and amend (while retaining the design features in the case of copyrighted works) the data and other information you provide to us in an anonymized form for improving our services and products. The right may be sublicensed to a third party to the extent that such sublicensing is for the purpose of enabling the third party to provide services to us in connection with improving our services and products. All rights under this clause are transferable, but only to a third party acquiring our business or substantial ports thereof.

13. Choice of Law, Place of Performance, Place of Jurisdiction, Offsetting

13.1 The Agreement including these Cello-ToS are, in respect of application and interpretation, exclusively subject to the laws of the Federal Republic of Germany, expressly excluding the rules of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and excluding the German principles of conflict of laws, provided that if the User is consumer within the meaning of § 13 of the German Civil Code (BGB) and is domiciled with the European Union, mandatory consumer protection laws of such EU member state, in which the User has its permanent residency, shall remain unaffected.

13.2 The place of fulfillment of all contractual obligations shall be Munich, Germany. In respect of all claims in the context of the Agreement or the use of the Platform, Munich shall be exclusive place of jurisdiction, if the User is a merchant, legal person or special asset (Sondervermögen) under public law. Irrespective of this, Cello may also sue the User at the User’s place of jurisdiction.

13.3 Users are only entitled to set off due and/or future claims against payment requests by Cello where these claims are legally established or undisputed. This shall apply mutatis mutandis if the counterclaim for set off is in the synallagma (i.e. in the relationship of reciprocity between two performances in the Agreement concluded with Cello) with Cello’s claim and is based on the violation of a principal obligation by Cello.

14. Miscellaneous

14.1 The Agreement, including these Cello-ToS represent the entire agreement and understanding in respect of the subject of the Agreement and replace any and all oral or written agreements and understandings in place between the Parties with respect to the subject of the Agreement, unless expressly agreed otherwise in the Agreement and/or these Cello-ToS. Any User’s terms and conditions deviating or supplementing these Cello-ToS shall not apply, unless the Parties have agreed explicitly otherwise in written form.

14.2 In the event of potential discrepancies or omission, the provisions of the Agreement shall supersede these the provisions of these Cello-ToS.

14.3 If any of the provisions contained in these Cello-ToS are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein.

14.4 Amendments or supplements to the Agreement or these Cello-Tos - including this written form requirement - and any attachments must be made in written form in order to be effective. The precedence of an individual agreement in written, text or verbal form (Section 305b BGB) shall remain unaffected. A simple electronic signature shall be sufficient for the compliance with the written form requirement. For Users that are consumers (§ 13 German Civil Code Law (BGB)) the text form shall be sufficient. For all other Users the transmittal of signed declarations per email shall be sufficient. All other notifications in the context of the Agreement may, unless expressly agreed otherwise, be transmitted to the email addresses specified by the Parties for this purpose. Oral communication or communication by telephone are not sufficient.

14.5 Cello is neither willing nor obliged to participate in dispute resolution proceedings with consumers before a consumer arbitration board.

14.6 Cello reserves the right to change these Cello-ToS for objective reasons at its reasonable discretion (§ 315 (1) German Civil Code (BGB)), i.e. taking into account the interests of the Parties. This is the case in particular in the event of (i) unforeseeable changes to the relevant legislation or case law at the time of conclusion of the Agreement or (ii) as a result of technical changes necessary for the provision of the contractual service which were not foreseeable at the time of the conclusion of the Agreement or (iii) as a result of an addition to the services offered by Cello which were not foreseeable at the time of the conclusion of the Agreement or (iv) as a result of changes in the services of third parties associated with the services of Cello which were not foreseeable at the time of the conclusion of the Agreement and which have an impact on the Agreement concluded with the User or the services to be provided by Cello hereunder. The changes may extend to the scope of the service, the possibility of utilising it and the obligation to pay for it, as well as to contractual deadlines. Cello shall only have the right to change these Cello-ToS insofar as the User benefits from reasonable compensation for any disadvantages arising from the change and insofar the content of the change is not equivalent to the conclusion of a new Agreement.

14.7 The proposed changes shall be notified to the User via its User Account or via the email address provided by him/her during registration and shall enter into force six weeks after receipt of the notification by the User, unless the User has objected to a change in whole or in part in writing or by email to Cello within six weeks of receipt of the notification of the change by the User (whereby the receipt of the User's declaration by Cello shall be decisive for compliance with the deadline). Cello shall specifically draw the User's attention to this effect of consent in the notification of change. Changes shall have no retroactive effect on services utilised prior to their entry into force. Upon receipt of the notification of change by the User, the User shall be entitled to extraordinary termination of the concluded Agreement without notice. If a User objects to the notified changes to the Cello-ToS within the aforementioned deadline, the previous Cello-ToS shall remain in force.

Version: October 1, 2025