For Businesses only
Last updated March 20, 2023
Note: The translation of a this legal text into english language serves purely as information for international customers, but in questions of interpretation the German version remains authoritative.
The terms of the License and Service Agreement (“LSA”) govern your rights and obligations for using our Services.
The LSA is a contract between you as a company using our Services (hereinafter “you” or “your(s) as well as “user(s)”) and ToolboxCode UG (haftungsbeschränkt) located at Blütenäcker 15, 71332 Waiblingen, Germany, with company registration number HRB 768002 and VAT number DE322485333 (hereinafter “ToolboxCode”, “us”, “we” or “our”).
Read all of the terms and conditions of the LSA carefully before using our Services. They contain important information about your rights and responsibilities.
By clicking “I Agree” or otherwise electronically indicating your agreement, you agree to the terms of the LSA.
If you do not agree: (i) Do not download, install, access or use our Services. (ii) Contact your vendor or ToolboxCode customer service.
If you have accepted multiple versions of the LSA for a Service, only the most recent version applies.
Contents of the License and Service Agreement:
- General Terms of Service
- Terms of the Software License
- Terms for specific services
- Legal Terms
Beta Features: are new or updated features that are still being tested. Such features may not be fully functional or completed yet.
Devices: mean a computer, laptop, smartphone or tablet.
Documentation: documents and information from ToolboxCode that accompany or are provided in connection with the Service and/or Software (including, without limitation, packaging or purchase, subscription or renewal information and corresponding receipts or confirmation emails and terms of sale if you deal directly with ToolboxCode).
Freemium: a Service that is offered free of charge and for an unlimited period of time, with access to enhanced or premium features requiring a paid subscription to the Service.
Intellectual Property Rights: patent rights (including without limitation patent applications and disclosures), inventions, copyrights, trade secrets, moral rights, know-how, data and database rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
LSA: this License and Service Agreement.
Vendors: ToolboxCode authorized resellers and service providers.
Services: Any ToolboxCode software-as-a-service (SaaS) (as a freemium offering or as a paid or trial) on a subscription basis, and any related features or services, and any ToolboxCode one-time services or products.
Service authorization: the number and type of devices on which the software may be used according to the documentation.
Service Period: the validity period of the Service.
Software: any ToolboxCode Software, including all versions, revisions, updates and enhancements.
Submission Data: any feedback, reviews, suggestions, comments or ideas about Services that You submit to ToolboxCode.
Trial Version: a paid service offered as a trial for a limited time, with or without payment.
2 General Terms of Service
- Use of the Services
- Service Period
- Cancellation of a Service
- Content updates
- Third-party features and content
- Trial versions
- Beta features
- Feedback and ratings
- Changes to the Services
1. Use of the services
a. Creating and Managing an Account. You may need an account to access and use the Services. It is important that you provide us with accurate, complete and current account information (including a valid email address) and keep that information up to date. Otherwise, we may have to suspend or terminate your account, and we may not be able to send you important notifications about the Services. Your account is intended solely for you to manage your Services. It may not be used by any third party for any purpose. You may not sell, transfer, or allow others to use your account credentials.
b. Unauthorized Access to Your Account: The safekeeping of your username and password is your sole responsibility. Do not share this information with others and notify us immediately if it has been used without authorization. You are responsible for all activities that occur with your account.
c. Software. In order for you to access and use certain Services, you may be required to install software on a registered device. Please refer to Section 3 of the LSA – “Software License Terms” for the terms and conditions applicable to the use of such software.
d. Terms and Conditions for Certain Services. The following Services are subject to additional terms and conditions in Section 4 of the LSA – “Terms and Conditions for Specific Services”: (i) Technical Support.If there is a conflict or inconsistency between “Section 2 – General Terms of Service” and “Section 4 – Terms and Conditions for Specific Services,” the terms and conditions in Section 4 will apply.
e. Restrictions. You may not, and may not permit any other person to, do any of the following:
(i) Using the Services for illegal or fraudulent purposes, including, but not limited to, scanning ports, sending spam, sending opt-in emails, scanning for open relays or open proxies, sending unsolicited emails or versions or types of emails, sent in bulk, even if the email is routed through third-party servers, invoking pop-ups, using stolen credit cards, credit card fraud, financial fraud, cryptocurrency fraud, stealth, extortion, kidnapping, rape, murder, sale of stolen credit cards, sale of stolen goods, offer or sale of prohibited, military and dual-use goods, offer or sale of controlled substances, identity theft, hacking, pharming, scraping in any form or scale, digital piracy, intellectual property infringement and other similar activities, as well as harassing, stalking, threatening, harming, monitoring others or any form of child exploitation (including audio, video, photos, digital content, etc. );
(ii) Forwarding data and other content to an unreasonably large number of people, including, without limitation, sending bulk emails to a large number of recipients or forwarding content to unknown people;
(iii) Transferring, sublicensing, renting, leasing or lending the Services;
(iv) Offer or provide the Services as part of a building management, timeshare, service provider or service bureau system;
(v) Transmitting or storing any materials that infringe the intellectual property or other rights of any third party or that are illegal, tortious, defamatory, libelous, or invasive of another’s privacy;
(vi) Transmitting materials that contain software viruses or other harmful computer code, files or programs, such as Trojan horses, worms or time bombs;
(vii) Attacking, disrupting, denying service in any way to any other network, computer or data node through the Services;
(viii) attempt to gain unauthorized access to any Software or Services, the accounts of other users of the Services, or any computer systems or networks connected to the Software or Services, or circumvent any measures we may take to prevent or restrict access to the Services;
(ix) Interfere with servers and networks connected to the Software or Services;
(x) Using the Services for military purposes, including cyber warfare, weapons development, design, manufacture or production of missiles, nuclear, chemical or biological weapons;
(xi) Use of the Services in any manner that you are not authorized to do under this Service Agreement or by law.
f. Obligations. You have the following obligations in connection with your use of this Service:
(i) Access to the Services is for your use only.
(ii) You agree to use Software and Services in accordance with the LSA and all applicable laws and regulations.
(iii) You must comply with the technical limitations of the Services or Software.
(iv) If Software or Services enable the creation of documents (physical or digital), you must verify that the documents are free of errors prior to use.
2. Service period
The applicable service period is specified in the related documentation or transmission documents provided by the provider from whom you purchased the service.
a. Effective Date. The Service Period will commence (a) on the date of initial installation or use of the Software or Service, or (b) on the date the LSA is accepted, or (c) if you purchased the Service from the ToolboxCode online store, on the date the purchase was completed, or (d) if you purchased the rights to use the Service from an applicable vendor, on the date specified by such vendor. In such case, the earlier date shall apply.
b. Term. If You have a Freemium Service, the term will be extended until it is uninstalled or no longer supported. If You have a term subscription, the Service will automatically terminate at the end of the Service Term. If you have an auto-renewing subscription, the term will automatically renew for successive defined periods on the renewal dates and continue indefinitely unless you cancel the subscription renewal prior to the day before it is billed. Whether you have a term subscription or an auto-renewing subscription, both will become a freemium service at the end of their term. For a one-time service or product, the applicable service period is specified in the associated documentation or that of the provider from whom you purchased the service.
3. Cancel a service
Read ToolboxCode’s Cancellation and Refund Policy to learn how to cancel your contract and receive a refund, if applicable. Regardless of legal rights, such as cancellation rights, certain services may include a money-back guarantee if you are not satisfied for any reason. However, if you have been given the right to use the Service through a provider and you wish to cancel it, you must do so directly with that provider by following their instructions. In this case, you may not be entitled to a refund from us of the fee paid to the provider.
4. Content updates
Certain Services use content that is updated from time to time (e.g., Documentation, Project Wizard, etc.). These updates are collectively referred to as “Content Updates”. In such case, you will have access to the applicable Content Updates during the Service Term.
5. Third Party features and content
6. Trial versions
If we offer a trial version, the specific terms and conditions that apply to your trial version will be stated at the time of registration, in the promotional materials, and/or in the documentation describing the trial version. Use of the Trial Version is subject to compliance with these specific terms.
7. Beta functions
We may include beta features in the Services for you to provide feedback on. Your use of the beta features may be subject to a fee. You understand and agree that your use of beta features is voluntary, and we are under no obligation to provide beta features to you.
8. Feedback and Ratings
For all Submissions, to the fullest extent permitted by law, you grant ToolboxCode and its affiliates permission to use, reproduce, copy and translate your Submissions in any form and media throughout the world for as long as it is supported by intellectual property rights, without restriction and in any manner ToolboxCode sees fit. If your Submission is used, you will not receive any compensation. ToolboxCode is under no obligation to post or use any Submission you provide and may remove any Submission at any time, especially if it violates the Terms. By providing a Submission, you represent and warrant that you own or otherwise control all rights therein necessary to make it available, including intellectual property rights. You acknowledge the following: (i) all Content you post or make available is accurate; (ii) you will not submit Content that you know is false, inaccurate, misleading, and/or that could reasonably be considered defamatory, libelous, hateful, offensive, threatening, or harassing to any person; (iii) you will not submit Content that infringes any third party intellectual property rights or other proprietary, publicity, or privacy rights; (iv) you will not send Content that violates any law, regulation or ordinance; (v) you will not send Content for which you have received compensation or consideration from a third party; (vi) you may not send Content that contains information that links to other websites, addresses, email addresses, contact information, telephone numbers or other personally identifiable information about yourself or others; and (vii) you will not send Content that contains potentially harmful computer programs or files.
9. changes to the Services
We may change or discontinue the Services or establish or change eligibility criteria for the Services for one or more of the following reasons:
a. to reflect changes in technology;
b. to reflect changes in the nature of cyber threats;
c. to comply with laws and to reflect changes in laws;
d. to comply with requirements imposed by a regulatory agency;
e. to add additional functionality;
f. to correct errors;
g. to harmonize services or conditions in different jurisdictions;
h. To clarify terms and conditions; and
i. for any other good cause.
If we discontinue the Services, make a material change to the Services that could have a material adverse effect on you, or introduce or change eligibility criteria so that you lose your right to the Services, we will give you fourteen (14) days’ notice and (i) make comparable or better Services available to you for the remaining term of your Service at no additional charge; or (ii) give you the right to cancel your contract and receive a pro-rated refund for the remaining term of your Service. To exercise this right, you must notify us of your desire to cancel within fourteen (14) days after we notify you of the change and your right to cancel.
3 Software License Terms
If your use of the Service requires you to download, install, access or use software on a device, these Software License Terms also apply to your use of the Service.
- We own the software
- License Grant
- Single device license; only one archival or backup copy permitted.
- Automatic Content Updates.
- Preventing piracy of the software.
1. We own the software
The Software and related documentation are the property of ToolboxCode or its licensors and are protected by copyright laws. This includes all intellectual property rights in and to the Software and Documentation. Software provided by ToolboxCode to you is licensed and not sold to you. ToolboxCode reserves all rights in the Software and Documentation not expressly granted in the LSA.
Some of the Software used in our Services may be subject to an open source license, the terms of which we provide to you. The open source license may contain provisions that expressly override some provisions of this LSA.
2. Grant of license
So long as you comply with the terms of the LSA, ToolboxCode grants you, in the region where you purchased the Software, a non-exclusive, non-transferable, personal, limited license to download and install a copy of the Software on the device you own or control, as more fully described in the Service Authorization or applicable transaction documents from the vendor from which you purchased the Service, and to run that copy of the Software solely for the purpose of accessing and using the Services during the Service Term.
You may not, and may not permit any other person to, do any of the following:
(i)Copy (except for backup or archival purposes as permitted below), modify or create derivative works based on the Software;
(ii)Distribute, transfer, sublicense, lease, lend or rent the Software to any third party;
(iii) reverse engineer, decompile or disassemble the Software to discover the source code, except and only to the extent expressly permitted by applicable law;
(iv) Making the function of the Software available to third parties;
(v) Using the Software in any manner not permitted under the LSA.
4. Single device license; only one archival or backup copy permitted
The LSA permits the installation of only one copy of the Software on only one Device, unless your Service Authorization or the applicable documentation from the vendor from whom you purchased the Service specifies otherwise. You may make one copy of the Software for backup or archival purposes or copy the Software to the hard drive of the Device and retain the original disk(s) for backup or archival purposes only.
5. Automatic Content Updates
Not all versions, revisions, updates, enhancements or features are available on all platforms. You are entitled to obtain new features and versions of the Software, provided that we make such features and versions available at our sole discretion during the Service Period. In order to enhance the Software and provide you with the latest version of the Software, you agree that new updates and versions may be downloaded and installed from the Software when provided by us. You agree to receive such new updates and versions and allow us to deliver them to your device.
6. Preventing piracy of the software
The Software may contain technological measures designed to prevent unlicensed or illegal use of the Software. You agree that ToolboxCode may use measures to prevent piracy of the Software (i.e., software that restricts installation and uninstallation of the Software on a device to a limited number of installations or uninstallations on a limited number of devices). The software that contains such measures may need to be activated. In this case, the Software will be functional only for a limited period of time prior to the activation that you must perform. During activation, you may be prompted to enter a unique alphanumeric activation code received with the software and device configuration over the Internet to verify the authenticity of the software. If you fail to activate as indicated in the software within the limited time period, the software will not be functional again until the activation is complete. If You are unable to activate Software in a timely manner, You may contact ToolboxCode Customer Service using the information provided during activation or as provided by Vendor.
At the end of the Service Period, the Software will automatically become limited and freemium, and you will not be entitled to receive any feature or content updates to the Software unless, in the case of paid services, the Service Period is extended. Upon expiration or termination of the LSA, you must stop using the Software and Documentation and destroy all copies in your possession.
4 Terms and Conditions for certain Services
Your use of the Services listed below is subject to “Section 2 – General Terms of Service” and this “Section 4 – Terms for Certain Services.” If there is a conflict or inconsistency between Section 2 and Section 4, the provisions in Section 4 shall govern.
- Technical support
1. Technical support
Certain technical support features may be provided in the Service. These include, but are not limited to, live chat with a technical support representative and/or assistance from a technical support representative via remote access (all such technical support features offered in the Service are referred to in this LSA as “Technical Support”). It is your sole responsibility to make a complete backup of all of your existing data, software and programs before obtaining technical support services. During the provision of Technical Support, we may determine that the technical issue is beyond the scope of the Technical Support Services. We reserve the right to refuse, suspend or terminate technical support services.
5 Legal Terms
- Our liability
- Proprietary rights
- Implied Warranty
- Export restrictions
- Data protection
- Applicable Law
- Changes to the LSA
- Severability clause
1. Our liability
Software provided free of charge (freemium, test version)
(1) Defects in title. ToolboxCode’s liability vis-à-vis User for defects in the right to the provided software (including the associated data carrier, if any) shall be limited to the case that ToolboxCode fraudulently conceals a defect in the right to the software from User. In such case ToolboxCode shall compensate User for any resulting damage pursuant to § 523 para. 1 BGB.
(2) Material Defects. ToolboxCode’s liability vis-à-vis User for material defects in the provided software (including the associated data carrier, if any) shall be limited to cases where ToolboxCode fraudulently conceals a material defect in the software from User. In this case ToolboxCode shall compensate User for any resulting damage pursuant to § 524 para. 1 BGB (German Civil Code).
(3) User shall not have any claims for remedy of defects by ToolboxCode in case of software provided free of charge.
(4) Outside the liability for defects as to quality and title (see 1 and 2) ToolboxCode shall be liable pursuant to § 521 only if User asserts claims for damages based on intent or gross negligence, including intent or gross negligence of ToolboxCode’s representatives or vicarious agents.
(5) The objection of contributory negligence shall remain open to ToolboxCode in any case. The User shall in particular be obliged to back-up data and to prevent malware according to the current state of the art.
Software provided against payment (recurring or one-time payment)
a. To the extent permitted by law, the total liability of ToolboxCode and ToolboxCode’s suppliers and distributors with respect to all claims under this LSA, including any implied warranties, shall be limited to the amount you paid us to use the Services (or to re-provide the Services if we choose to do so).
b. If you use our software on behalf of a company, that company will indemnify and hold ToolboxCode and ToolboxCode’s affiliates, officers, agents and employees harmless from any legal proceedings or claims arising in connection with your use of the Services or breach of the terms of the LSA, including any claims and costs arising from suits, losses, damages, legal proceedings and judgments, and court costs and attorneys’ fees.
c. We are not responsible for any lost profits, lost revenue, loss of data, financial loss, or indirect, special, exemplary, consequential, or punitive damages.
d. ToolboxCode and ToolboxCode’s suppliers and distributors shall in no event be liable for:
- losses or damages that are not foreseeable, beyond our control and which we cannot avoid through appropriate actions;
- losses or damages that are not caused by breach of our obligations set out in this LSA or at law;
- losses or damages that are caused by your breach of this LSA; or
- economic or intangible losses resulting from the performance of this LSA.
e. The defense of contributory negligence shall remain open to ToolboxCode in any case. In particular, you shall have the duty to back up your data and to defend yourself against malware in accordance with the current state of the art.
2. Proprietary Rights
As between ToolboxCode and you, ToolboxCode own and retain all right, title and interest in and to the Services (including the Software), including all Intellectual Property Rights.
3. Implied warranty
(1) Except as expressly stated in these LSA or in the Additional Terms, neither ToolboxCode nor ToolboxCode’s suppliers or distributors make any specific representations with respect to the Services and Software. For example, we make no representations regarding the content in the Services or Software, regarding specific functionalities of the Services or Software, or their reliability, availability, or suitability for your purposes. We provide the services and software in the most current form.
(2) It is not possible according to the state of the art to exclude defects in software under all conditions of use. Defects in the software and the related documentation shall be remedied by ToolboxCode free of charge within a reasonable period of time. A prerequisite for this claim for removal of defects is that the defect is reproducible. You are obliged to report any defects in a comprehensible and detailed manner. In particular, you shall state the work steps that led to the occurrence of the defect, the mode of appearance as well as the effects of the defect.
(3) User shall not have any claims for remedy of defects by ToolboxCode in the case of Software provided free of charge.
(4) ToolboxCode may, at its own discretion, either repair or replace the defective Software in order to fulfill its warranty obligations. In particular, ToolboxCode may provide you with a new version of the Software in order to fulfill its warranty obligation. It shall be equivalent to a remedy of a defect if ToolboxCode provides an alternative solution to the defective function which allows you to use the software in accordance with the LSA.
(5) Warranty claims shall be excluded if the software is not used in accordance with the LSA.
(6) If a material program error is not corrected by ToolboxCode in accordance with the aforementioned conditions, you may demand a reduction of the annual fee. ToolboxCode shall have the same right if the production of the error correction is not possible with reasonable effort.
(7) ToolboxCode does not warrant that the Software will meet your individual requirements. This shall apply in particular to the non-achievement of the intended economic success. Only the direct Customer shall be entitled to warranty claims against ToolboxCode and such claims cannot be assigned.
4. Export restrictions
You may use our services only to the extent permitted by law. This also includes the legal provisions for export and re-export control.
5. Data protection
(1) Contract data (e.g. name, address and e-mail address, services used, if applicable, and all other data transmitted electronically or transmitted for storage that are required for the performance of the contract) shall be collected for the contract in accordance with Art. 6 (1) lit. b DSGVO (GDPR), insofar as they are required for the establishment, content or amendment of this contract.
(2) The contract data will only be passed on to third parties if it is necessary (according to Art. 6 para. 1 lit. b DSGVO) for the fulfillment of the contract, if this corresponds to the overriding interest in effective performance (according to Art. 6 para. 1 lit. f DSGVO) or if there is consent of the person concerned (according to Art. 6 para. 1 lit. a DSGVO) or other legal permission. The data will not be transferred to a country outside the EU unless the EU Commission has determined that data protection is comparable to that in the EU, consent has been given for this or the standard contractual clauses have been agreed with the third party provider.
(3) Data subjects may request information about the stored personal data free of charge at any time. You may at any time request correction of incorrect data (also by way of supplement) as well as restriction of its processing or also deletion of your data. This applies in particular if the purpose of processing has expired, a required consent has been revoked and no other legal basis exists or the data processing is unlawful. The personal data will then be corrected, blocked or deleted without delay within the legal framework. There is always the right to revoke a given consent to the processing of personal data. This can be done by an informal communication, e.g. by mail. The revocation does not affect the lawfulness of the data processing carried out until then. Transfer of the contractual data in machine-readable form may be requested. If a violation of the law is feared as a result of the data processing, a complaint can be filed with the responsible supervisory authority.
(4) As a matter of principle, the data shall be stored only as long as required by the purpose of the respective data processing. Further storage shall be considered in particular if this is still necessary for legal prosecution or for legitimate interests or if there is a legal obligation to retain the data (e.g. tax retention periods, statute of limitations).
(5) The User shall allow ToolboxCode to reproduce the data supplied by the User to the extent necessary for the performance of the Services. ToolboxCode shall also be entitled to store the data on a failover system or separate failover data center. In order to eliminate malfunctions ToolboxCode shall further be entitled to make changes to the structure of the data or the data format.
We may terminate your access to and use of the Services if you breach any of the material terms of this LSA. In the event of termination, you shall cease using the Services as of the termination date and destroy all copies of the Software and Documentation. Your and our statutory right to terminate for cause shall remain unaffected.
Without limiting the foregoing, we may suspend your account or your access to and use of the Services if we reasonably suspect that you have failed to comply with any provision of this LSA; upon reasonable notice.
9. Place of Jurisdiction, Applicable Law
(1) Place of performance shall be the registered office of ToolboxCode.
(2) The exclusive place of jurisdiction for all present and future claims arising from the business relationship with you, who is an entrepreneur in the sense of § 14 BGB, shall be the registered office of ToolboxCode. The same place of jurisdiction shall apply if you do not have a general place of jurisdiction in Germany, if you move your place of residence or habitual abode out of Germany after the conclusion of the contract or if your place of residence or habitual abode is not known at the time of filing an action. However, ToolboxCode shall be entitled at any time to sue you also at your place of business or any other admissible place of jurisdiction.
(3) All legal relations between the parties shall be governed exclusively by German law.
10. Changes to the LSA
We may change the terms of this LSA or any term of your agreement with us for one or more of the following reasons:
a. to reflect changes in technology;
b. to reflect changes in the nature of cyber threats;
c. to comply with laws and to reflect changes in laws;
d. to comply with requirements imposed by a regulatory authority;
e. to add additional functionality;
f. to correct errors;
g. to harmonize services or conditions in different jurisdictions;
h. To clarify terms and conditions; and
i. for any other valid reason.
If we make any material changes to the LSA that could be of significant disadvantage to you, we will give you fourteen (14) days’ notice and the right to cancel your contract and receive a pro-rated refund for the remaining term of the Service. To exercise this right, you must notify us of your desire to cancel the Contract within fourteen (14) days after we notify you of the change and your right to cancel. If you exercise this right, the LSA will not apply to you thereafter.
We may make changes that are immaterial or to your advantage immediately and without notice.
11. Severability clause
If a court of competent jurisdiction determines that any part of this LSA is invalid or unenforceable, the remainder of the LSA shall continue to apply and remain fully enforceable.
Our failure to enforce any provisions of this LSA does not constitute a waiver of them. Any waiver of our rights must be in writing and signed by ToolboxCode. Any such waiver shall not be deemed a waiver of any future breach. Except as expressly set forth in this LSA, the exercise by either party of any of its remedies under this LSA shall not affect its other remedies, whether under this LSA or otherwise. Any notices or other communications provided by ToolboxCode under this LSA will be: (i) by email; or (ii) by online posting; or (iii) by posting on the Services. This LSA is solely between you and ToolboxCode and you acknowledge and agree that (i) no third party, including any third party partner of ToolboxCode or any of its affiliates, is a party to this LSA and (ii) no third party, including any third party partner of ToolboxCode or any of its affiliates, has any obligations to you under this LSA. Nothing in this Agreement shall limit any rights you may have under any existing or governing laws of your jurisdiction that cannot be excluded by contract.
13. Contact Us
If you have any questions about this LSA or the Services, contact us: support [at] toolboxcode.com