TERMS OF USE
PRIVACY POLICY
SCOPE
OF THE TERMS OF USE
1.
These Terms of Use govern the use of the platform “SLOOPTOOLS”,
which is an internet-based marketplace and available for making purchases of
licenses for add-ons for industrial software as well as associated services in
Business-to-Business (B2B) relationships (hereinafter the “Platform”). The Platform is provided free of charge. Due to
underlying license agreements, the Platform or particular add-ons or services
might not be available everywhere in the world, geographical restriction might
apply.
2.
SloopTools GmbH, a private limited company with its
registered seat in Austria, is the provider and operator of the Platform (hereinafter
the “Operator”).
3.
This Platform may only be used by natural and legal persons,
who agree to abide to these Terms of Use / Privacy Policy at all times and who
are acting in a commercial capacity (hereinafter the “Customer”, referring to both, natural persons and legal persons
alike). The use of the Platform furthermore requires registration and the
creation of an account (hereinafter the ”Customer-Account”).
4.
The services of Operator include the making available
of installer-software (hereinafter the “Software”),
which is provided free of charge. Operator might have to update the Software
from time to time (which might be carried out automatically) – the present
Terms of Use / Privacy Policy apply to any such updates and updated versions of
the Software, unless otherwise agreed upon in the context of the respective update.
5. Any violation of the Terms of Use / Privacy Policy may result in blocking of the Customer and/or exclusion of the Customer from services at the sole discretion of Operator. Customer is not entitled to any claims against Operator on the basis of such measures.
DEFINITIONS
6.
The Platform and the Terms of Use / Privacy Policy use
definitions which shall have the following meaning (for the avoidance of doubt,
all the following are considered Customers for the purposes of these Terms of
Use / Privacy Policy):
a.
User: Natural persons, who are
registered and have created a Customer-Account on the Platform but who are
unconnected to any Company and who do not have the necessary rights to make
purchases on the Platform;
b.
Accessor: Users, who have been
given the right to make purchases on the Platform by a Company;
c.
Company: Natural or legal persons who
have a valid VAT-number and have created a Customer-Account on the Platform.
Companies are created by Users/Accessors, who will then handle any purchases
made on behalf of the Company;
d.
Purchaser: Companies which buy
products from Providers on the Platform;
e. Provider: Companies which offer products for sale / licensing on the Platform and who can use the Platform for their respective marketing activities.
RIGHTS IN THE PLATFORM /
SOFTWARE
7.
Operator grants Customer a limited, personal,
non-exclusive, non-transferrable/licensable and revocable license to use the
Platform and (where applicable) Software on the basis of the Terms of Use / Privacy
Policy. Operator reserves all rights in and to the Software. The Software may
contain components (in particular open-source elements), which are freely
available and in respect of which Operator does not hold any rights – Operator
does not claim any rights in or to such components (a list of such components
can be provided by Operator upon request).
8. The Platform and the Software contain elements and content which do or may enjoy protection (pursuant to e.g. Copyright and Allied Copyright Law, Trademark Law, Patent / Utility Model Law, Design Law, Competition Law or other laws) for the benefit of Operator or co-operation partners of Operator (with the exception of possible open-source elements referred to above). Operator and its co-operation partners expressly reserve(s) any and all rights in and to the same. Any use of these elements and content (or parts thereof), extending beyond what is necessary for using the Platform or Software by Customer under normal circumstances, is inadmissible without the prior written consent of Operator. This applies in particular, but without limitation, to the Software (excluding possible open-source elements), names, characters, trademarks and other marks/signs, content, layout, design and interface of the Platform, databases, videos, photographs, texts and graphics.
using
THE PLATFORM, CONTRACTS, CUSTOMER-content
9.
The Platform is provided as a marketplace and allows Customers
to negotiate and conclude license-contracts in respect of industrial software add-ons
(hereinafter the “Add-Ons”) as well
as contracts for associated services, like maintenance or support carried out
directly by Provider (hereinafter the “Services”).
The respective contracts are concluded exclusively between the parties thereto
(e.g. a Provider and a Purchaser), without the involvement of Operator (except
for the handling of the payment, which is carried out by Operator). Accordingly,
Operator does not accept any responsibility or liability in respect of such
contracts or their conclusion, legality, validity, application, performance/non-performance,
breach, warranty and/or any remedies in respect of the same.
10. Where Customers set up a
Customer-Account, they have to ensure the following: (i) only one account is
created for each Company; (ii) the details entered on the Platform are
accurate, complete and up to date; (iii) adequate proof in respect of the details
entered can be provided upon request; (iv) access data and passwords are kept
secure at all times and are not divulged to any third party. The
Customer-Account must not be used for purposes that violate against applicable
laws. Automatically generated registrations or spam-applications are
inadmissible.
11. Services can be offered on
a fixed-term basis or on a permanent basis (as specified by Provider). Accordingly,
the respective contracts have to be terminated by Purchaser in case Purchaser
does not wish to continue to receive the Services in the future, otherwise Purchaser
will continue to be bound by the contractual relationship. The respective terms
are specified on the Platform / the contract.
12. Add-Ons and Services offered
by Provider on the Platform may be accepted by Purchasers by the means provided
for within the Platform, typically by electronic means. Operator will provide
the parties to such a license-contract (Provider / Purchaser) with a model
agreement which may be used by the parties to the contract in their own
responsibility. Operator hereby expressly points out that such model agreements
only cover regular transactions but might not be suitable or all-encompassing
in respect of particularities of the actual contractual relationship. These
model agreements should therefore only be considered as a recommendation and
guideline and Operator does not assume any responsibility or liability in
connection with the use/non-use of the same.
13. Payment can be made through
the Platform by using the payment methods specified therein (which can be amended
from time to time). Payments are handled by Operator to whom the Purchaser
makes any payments for contracts concluded with one or more Providers. At the
end of each calendar month, Operator forwards the respective payments to the
Provider(s), after deduction of the transaction fee (as specified below).
14. Where a contract is
concluded within the Platform, Operator is entitled to a transaction fee for
its services. The transaction fee will be agreed upon individually between
Operator and Provider and will form part of the purchase price for the
respective Add-On/Service. All Customers being parties to a specific contract are
jointly liable towards Operator for the payment of the transaction fee. The
transaction fee shall also apply and become due should the transaction be
finalised or payment be made outside the Platform – Operator furthermore
reserves the right to exclude or block Customers who engage in such activity.
15. Furthermore, Providers have
the possibility to upload information about the Add-Ons/Services they are
offering on the Platform, which may include the following: names, descriptions,
documentation, keywords, photographs, graphics, drawings, renderings, videos
etc – all such content made and uploaded by Provider is considered Customer generated
content (hereinafter the “Customer
Content”).
16. Customer hereby
acknowledges that such Customer-Content may potentially be perceived by an
unlimited, indeterminable number of persons worldwide through the Platform. Customer
17. Customer bears the sole
responsibility for its Customer-Content and Add-Ons (including their
title/denomination, description, content as well as relating information). Operator
does not embrace such Customer-Content/Add-Ons and does not assume any responsibility,
warranty or liability for the lawfulness, correctness, completeness or accuracy
of Customer-Content/Add-Ons or for freedom from third-party-rights. Customer-Content/Add-Ons
are in particular not subject to any pre-examination or categorisation in terms
of legality or content by Operator.
18. Customer-Content/Add-Ons (including
their title/denomination, description, content as well as relating information,
where applicable) must not, at any time, violate against applicable laws or
established principles of morality and must not contain any content which constitutes
a criminal offense, is pornographic, liable to corrupt the youth, glorifying
violence, shocking, immoral, indecent or similar. Customer-Content/Add-Ons must
not threaten, disparage, denounce, insult and/or put into an incorrect,
inappropriate and/or misleading context, any Customer, persons/group of
persons, religions/religious communities, entities, trademarks, products or
similar.
19. Operator is under no
obligation to examine Customer-Content/Add-Ons in respect of their lawfulness
but reserves the right (where technically possible) to immediately delete or block
Customer-Content/Add-Ons (as well as similar infringements) so that the same
cannot be perceived or purchased within the Platform, should any third party assert
an infringement (of rights) and/or claim own rights in and to the Customer-Content/Add-Ons
(“notice-and-takedown”). Operator furthermore reserves the right to delete or
block any associated Customer-Account. Operator is not obligated to verify the
entitlement of such third party and/or the asserted infringement (of rights). Customer
is not entitled to any claims against Operator on the basis of such measures.
20. Customer hereby guarantees,
represents and warrants, that:
a.
Customer-Content and Add-Ons have been generated and
created by Customer, have not been copied and Customer holds all necessary
rights in respect of the Customer-Content and Add-Ons provided and has the
power and authority to grant the rights hereunder to the extent that the Customer-Content
can be used by Operator accordingly;
b.
Customer-Content and Add-Ons (including their content
and title/denomination, where applicable) are clear and free of rights of any
third party and do not violate against any third party rights. This includes,
without limitation, Intellectual Property Rights (copyrights and allied copyrights,
synchronisation rights, patent rights, designs rights, trademark rights),
personality rights (including moral rights under copyright, rights to be named
as creator / inventor and similar rights), interests in confidentiality and
securities;
c.
Customer has been irrevocably authorised by potential
co-authors/co-creators and other entitled persons to use the Customer-Content and
Add-Ons according to these Terms of Use and grant the respective rights and
licenses therein to Platform-Operator and other Customers (including, without
limitation, Purchasers);
d.
Customer-Content or Add-Ons have not been created,
generated and/or made available by infringing applicable laws, contractual
provisions or any limitations (e.g. exclusivity obligations, other license
agreements, house-rules, access restraints or the like);
e.
Customer-Content/Add-Ons and/or their transmission/making-available
do not violate any confidentiality- or other contractual obligations of Customer
and the same are not in conflict with the granting of rights pursuant to these
Terms of Use;
f.
Customer-Content/Add-Ons (including their content and
title/denomination) do not violate clause 18. of these Terms of Use;
g.
all data and details provided in respect of the Customer-Content/Add-Ons
are correct and complete and can be used and disseminated by Operator and all
related moral rights under copyright, rights to be named as creator / inventor
and similar rights have been observed and properly communicated by Customer;
h.
Customer-Content as well as Add-Ons are free of any
defects, viruses, computer-worms, malware, spyware or any other potentially
detrimental elements for the Platform and/or the Software and the systems of other
Customers (including, without limitation, Purchasers).
21. Customer agrees to fully indemnify
and hold harmless Operator, its co-operation partners as well as their
respective organs, employees, representatives, agents and/or vicarious agents from
and against any claims of third parties asserted in direct or indirect connection
with the Customer-Content/Add-Ons (including their content, title/denomination
or description) or their transmission, making available, dissemination or use
by Operator, other Customers, addressees or successors / licensees which are
directed against Operator and/or co-operation partners (including their
respective organs, employees, representatives, agents and/or vicarious agents).
This includes any associated costs (e.g. legal costs).
22. Use of the Platform is granted
on a Fair-Use-Basis. Operator reserves the right to delete or block Customer-Content/Add-Ons
temporarily or permanently and/or to block any Customer-Account, should Operator
become aware of Customers or groups of Customers occupying (at a certain time
or over a certain duration) a disproportionately high amount of capacity. Customer
is not entitled to any claims against Operator based on such measures.
23. Use of the Platform by Customer is for commercial purposes only.
NON-EXCLUSIVE GRANTING OF
RIGHTS
24. Customer remains the author
under copyright and owner of its Customer-Content and retains the rights
therein. With transmission / making available of the Customer-Content, Customer
grants Operator the royalty-free, non-exclusive right to use the Customer-Content
by any all means now known or hereafter devised, without limitation as to time,
geographical extent or content, in any and all media, by any process and any
quantity. This includes, without limitation, the right to copy and reproduce,
save, distribute, disseminate, rent/lend, display, broadcast, publicly perform,
make publicly available (through wire or wireless) Customer-Content (and/or
parts thereof), as well as to synchronise the Customer-Content with other works
of similar or different nature, to adapt and edit the same to the fullest
extent, to shorten and modify the Customer-Content and to use such adaptations
in the aforementioned manner.
25. Operator has the right to
transfer the rights granted hereunder in respect of Customer-Content for
valuable consideration or free of charge and/or to grant sublicenses or similar
limited rights to any third party. Operator is entitled but not obligated to
make use of the Customer-Content in the aforementioned manner. This granting of
rights to Operator does not limit in any way Operator’s potentially existing
rights in or to the Customer-Content (e.g. pursuant to other existing agreements).
26. Operator is in particular authorised to permit other Customers of the Platform the use of Customer-Content.
WARRANTY,
LIMITATION OF LIABILITY
27. The Platform and Software are
provided on an “as is” basis, without warranty of any kind. Operator accepts no
responsibility and assumes no liability for (i) a particular characteristic, suitability,
merchantability or fitness for a particular purpose of the Platform or the
Software, (ii) uninterrupted or error-free availability and accessibility of
the Software or the Platform or the possibility of access or interaction, (iii)
transmission-, hardware-, software- or network-errors, (iv) lost, damaged,
incomplete, corrupted or delayed transmission of Customer-Content or other
data, (v) availability or accessibility of Customer-Content, (vi) the
conduct of other users of the Platform, (vii) attacks or access by unauthorised
third parties within the Platform or by external parties.
28. Operator reserves the right
to interrupt (in part or in full) the operation of the Platform at any time and
without prior notice (e.g. for maintenance works, updates etc) or to cease the
operation of the Platform altogether (in the latter case, Operator will issue a
timely warning). The latter may lead to a deletion of Customer-Content and
other settings or data from the Platform and/or that the same cannot be
accessed (by Customer and/or third parties) any more. Customer is not entitled
to any claims against Operator based on such measures.
29. For the avoidance of any
doubt, Operator is not the provider of Add-Ons or Services as specified herein.
Therefore, Operator assumes no responsibility or liability in respect of the
same and Provider agrees to indemnify and hold Operator fully harmless, should
any claims be brought against Operator in respect of Add-Ons or Services.
30. As far as the liability of Operator
is not excluded pursuant to these Terms of Use and as far as legally
permissible, Operator is only liable for intent and gross negligence and only
for typical and foreseeable direct damages.
31. The liability of Operator and
Customer for ordinary negligence, consequential damages, indirect damages,
third-party damages, immaterial damages and for loss of profits is hereby
excluded.
32. Exclusions or limitations of liability of Operator apply also to the liability of co-operation partners and their respective organs, employees, representatives, agents and/or vicarious agents.
LINKS, ADVERTISING
33. The Platform may contain
links to other websites, advertisements (e.g. in the form of banners or placements),
offers or the like of third parties, which do not originate with Operator and are
not controlled by Operator. Operator does not embrace the same and does not assume
any responsibility, warranty or liability in respect thereof, offered products,
services or information or the secure / risk-free access or retrieval of the
website the link is leading to. The access, retrieval and utilisation is at Customer’s
sole responsibility and risk.
34. Customer hereby explicitly agrees to be contacted by Operator via e-mail, also for advertising purposes. Such e-mail communication may include newsletters, advertising for own services and/or advertising for products or services of advertising partners. Customer can revoke this consent with future effect at any time: info@slooptools.com.
PRIVACY POLICY, DATA
PROTECTION
35. By accessing or using the
Platform / Software, the following (partly personal) data may be transmitted to
and processed by Operator: (i) name, (ii) address, (iii) e-mail address, (iv) VAT-number,
(v) payment data, (vi) log-data like IP-address, date and time of access,
information concerning the operating system and the internet browser used,
website, from which the access occurred (“referrer-URL”), (vii) cookies, (viii)
location-specific information and information about the device used (depending
on the settings of the device).
36. Personal data of Customer will
be used by Operator for the purposes of providing the services to Customers and
to fulfil the contract, for maintenance and improvement of services in the
context of the Platform and the Software. Customer’s personal data will not be
transferred to third parties (unless Customer has given its authorisation or
where such transfer is required to fulfil the contract). The use of personal
data is based on Art 6 (1) (b), (f) General Data Protection Regulation No
2016/679 (“GDPR”). The personal data
of Customer will be used for the following purposes: for the fulfilment of
contract or pre-contractual relationships, for direct-marketing purposes, to determine
potential geographical exclusions of the Platform or the Add-Ons/Services (e.g.
by using the IP-address for verification purposes), to verify the validity of a
license code for an Add-On. Personal data will be stored by Operator for the
term of the contractual relationship or as long as statutory instruments
require the storage of data (e.g. for tax purposes).
37. Operator uses certain analysis-
and tracking-tools, which might use cookies and register, record and evaluate
the conduct of users on the Platform. The registration, recording and
evaluation of data (age, sex, place of residence etc) is carried out in
anonymised and non-personal form, cannot be traced back to a certain user and
will not be used for identifying users. Such data will not be consolidated with
other types of data. Operator uses such anonymised data for market research
purposes and for optimising its services and might transmit such anonymised
data to third parties.
38. Customer has the right to get
in contact with Operator (info@slooptools.com) and to demand information about
his/her personal data stored by Operator and how such data is used (source,
purpose of use, possible recipients). Should such personal data be inaccurate,
Customer furthermore has the right to demand rectification or deletion of
personal data. Customer also has the right to forward any violation to the Data
Protection Authority (for Austria: “Datenschutzbehoerde”).
39. In the case of insolvency
proceedings or a merger, takeover, restructuring or a sale of assets of Operator’s
undertaking, personal data can be transmitted and/or transferred in such
transaction. The provisions of this section apply also to data which are
transmitted in such transaction and/or to a new legal entity.
40. Customer has the right to demand from Operator information, about how its personal data is used at any time and to demand correction or deletion of such personal data if necessary. Please direct any such requests to the following address: info@slooptools.com.
TRANSFER, APPLICABLE LAW,
VENUE, CHANGES
41. Operator reserves the right
to transfer its rights and obligations hereunder in part or in full to any
third party.
42. These Terms of Use /
Privacy Policy shall be subject to and construed in accordance with the laws of
the Republic of Austria, excluding its conflict-of-laws provisions. All direct
or indirect disputes arising in the context of the Terms of Use / Privacy Policy,
the Platform or the Software shall be subject to the exclusive jurisdiction of
the competent court for A-1010 Vienna / Austria.
43. Operator reserves the right to change the Terms of Use / Privacy Policy from time to time and make the then valid version available on the Platform. The use of the Platform thereafter will then be subject to the modified Terms of Use / Privacy Policy and Customers agree to be bound by the same by entering into a transaction in respect of Add-Ons/Services on the Platform thereafter. Customers are, however, free to deactivate or delete their respective Customer-Account should they not concur with the modified version of the Terms of Use / Privacy Policy.
