Mon Jul 18 2022

Padloc Terms of Service

These Terms Of Service ("TOS") shall govern the use of Padloc Software and constitutes a legally binding agreement between You and MaKleSoft UG, a German company with offices at Meisenstrasse 5, 91522 Ansbach, reg no HRB 5566 (Amtsgericht Ansbach) (“Padloc”).

1. DEFINITIONS

“Content” means software (including machine images), applications, online services, features, technology, data, text, audio, video, images or other content.

“You(r)" means the consumer executing and accepting these TOS that obtained the Software for private, non-commercial use only.

"Intellectual Property" means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence at the date hereof or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”.

“Software” means the Padloc’s Software, including its updates, upgrades, and documentation.

“Subscription” means the provision of the Software as a service (i.e. through a Padloc managed infrastructure) for a period of time. “Subscription Term”: refers to the period of time for which Customer has acquired the Subscription. These Terms of Service are effective from the date you first use the Software and shall continue until terminated.

YOUR ACCEPTANCE OF THESE TERMS BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS ENTIRE AGREEMENT. THESE TERMS OF SERVICE ARE A LEGAL AGREEMENT BETWEEN YOU AND PADLOC AND THE TERMS HEREOF APPLY TO YOU WHETHER YOU ARE A REGISTERED USER OR A VISITOR USING THE SOFTWARE. IF YOU DO NOT AGREE TO ITS TERMS, YOU MUST NOT DOWNLOAD, INSTALL OR USE SOFTWARE AND YOU MUST DELETE AND RETURN THE UNUSED SOFTWARE.

3. LICENSE

3.1. All Intellectual Property Rights in and to the Software are owned by Padloc and shall remain vested in Padloc.

3.2. This Software is licensed, not sold. Padloc Software grants You a personal, non-transferable and non-exclusive right to use the Software on Your devices only for Your personal and non-commercial use during the Subscription Term. Any other rights not expressly granted herein are reserved by Padloc. Your rights are subject to the usage limits identified in these TOS.

4. RESTRICTIONS OF USE

4.1. Unless otherwise authorized in writing, You may not and will not allow any third party to: (i) use the Software for commercial purposes; (ii) resell, sell, rent, lease, license, sublicense, distribute, exploit commercially, pledge, assign or otherwise transfer in whole or in part the Software or any interest in it; (iii) provide, disclose, divulge or make available to, or permit use of the Subscription in whole or in part by any third party; (iv) install or use the Software in a manner that circumvents or interferes with the operation of the technological measure that controls the access to the Software; iv) modify, translate, adapt or create derivative works based on the Software; (vi) export or re-export the Software or any derivative work thereof; (vii) remove or modify any Software markings or any notice of Padloc’s proprietary rights; (viii) use the Software to develop, test, host, or run and operate applications on behalf of third-parties to these TOS; (ix) use the Software in any way that is contrary to the terms and conditions of these TOS; or (x) use the Software for any unlawful purposes or attempt to gain unauthorized access to it. You violate any of these restrictions, You may be subject to prosecution and liable for damages.

4.2. You shall not use or permit use of the Software to display, store, process or transmit any Content, that may (i) menace or harass any person or cause damage or injury to any person or property; (ii) involve the publication of any material that is false, defamatory, harassing or obscene; (iii) violate privacy rights or promote bigotry, racism, hatred or harm; (iv) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (v) constitute an infringement of intellectual property or other proprietary rights; or (vi) otherwise violate applicable laws, ordinances or regulations.

5. CONFIDENTIALITY

5.1. The Software and all manuals, data, documentation, and other materials provided by Padloc may contain confidential and proprietary information. You agree to use the Software only as expressly set forth herein, not to disclose the Software to any third party and to maintain adequate procedures to prohibit the unauthorized disclosure, duplication, misuse or removal of the Software.

5.2. In particular, You agree to (i) Maintain Your username, password and other account information confidential; (ii) Provide accurate and complete information and update Your account when necessary to keep it current; (iii) Not use false identities or use a username and/or password that You are not authorized to use; and (iv) Not allow others to access or use Your account and notify Padloc immediately of any unauthorized use of Your account.

6. DISCLAIMER OF WARRANTIES

6.1. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS, PADLOC DOES NOT WARRANT THAT THE SOFTWARE OR SUPPORT WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE OR FULLY COMPATIBLE WITH A PARTICULAR DEVICE. YOU ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CONFIDENTIAL INFORMATION AND/OR CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PADLOC PROVIDES THE SOFTWARE AND SUPPORT “AS IS”, WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO, EXPRESS OR IMPLIED OR STATUTORY OR OTHER WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY AND THOSE ARISING OUT OF COURSE OF USAGE, OR TRADE.

6.2. YOU SHALL HAVE SOLE RESPONSIBILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS AND OWNERSHIP OF ALL YOUR CONTENT.

7. TERM AND TERMINATION

7.1. Upon termination of the Subscription, the TOS shall be automatically canceled, and You shall no longer have access to the Software.

7.2. You may terminate it at any time upon removing the Software from all systems under Your control and ceasing access the software.

7.3. Padloc is given the right to immediately suspend or terminate Your account at any time, with or without notice to You, if You are suspected of impersonating anyone on the Service or if You fail to comply or if You are in violation with any terms of these TOS.

7.4. In case of a lack of conformity of the Software or where Padloc has failed to supply the Software, You shall call upon Padloc to rectify the situation. In such cases efforts will be made to bring the Software into conformity, without additional costs to You.

7.5. Notwithstanding any other alternative remedies available to You under the applicable laws, such as receiving a proportionate reduction in the price (when applicable), if Padloc remains without supplying the Software within a reasonable additional period of time, You shall be entitled to terminate the contract with a refund of the paid and unused period.

8. MODIFICATIONS TO THE SOFTWARE

8.1. Padloc reserves the right to modify the Software at any time and without additional costs, including but not limited to updates, upgrades, modification of digital content features, changes in any of the characteristics of the Software or similar modifications to fulfill the objective requirements for conformity of the Software or for other reasons on Padloc’s sole discretion. You will be properly informed of such modifications.

8.2. You shall be entitled to terminate the contract if the modification materially impacts Your access to or use of the Software or the Applications.

9. LIABILITY

9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PADLOC BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, DATA OR DATA USE, OR CLAIMS OF THIRD PARTIES) ARISING FROM these TOS, WHETHER UNDER THEORY OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

9.2. PADLOC WILL NOT BE LIABLE FOR: (i) YOUR INABILITY TO USE THE SOFTWARE, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF SUBSCRIPTION OR ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SOFTWARE AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS BEYOND PADLOC CONTROL; (ii) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT DUE TO YOUR NEGLIGENCE AND OR MISCONDUCT; OR (iii) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE OUT OF ANY THIRD PARTY SOFTWARE.

9.3. PADLOC’S TOTAL AGGREGATE LIABILITY UNDER THESE TOS AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY PADLOC’S GROSS NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE AMOUNTS PAID TO PADLOC UNDER THESE TOS.

10. MISCELLANEOUS

10.1. Changes: Padloc has the discretion to update these TOS at any time with or without notice to You. Padloc will revise the updated date on the top of this page. Padloc encourages You to frequently check this page for any changes to stay informed. You acknowledge and agree that it is Your responsibility to review these TOS periodically and become aware of modifications. If You do not agree to an update to the terms, You may terminate the TOS at any time by removing the Software from all systems under Your control and ceasing access to the Software.

10.2. Entire Agreement: These TOS, as varied from time to time, constitutes the entire agreement in respect of the access to and use of the Software.

10.3. Order of Precedence: When Subscription is acquired through a third-party (reseller), in case of inconsistency between the agreement executed with such third party and the TOS, the TOS shall prevail.

10.4. Data Usage: To the extent permitted by law, Padloc may collect non-personal information whenever You interact with our Software and Applications. Therefore, the Parties hereby agree that Padloc may collect and use data related with the use of the Software (“Usage Data”) for statistical purposes, to improve the Software and for licensing or compliance audits. Padloc may, at its sole discretion, also implement technical measures regarding the functionality of the Software to assess whether the Your usage pattern are in line with the TOS.

10.5. Force Majeure: Neither You nor Padloc are responsible for failure to fulfill any obligations due to causes beyond its control.

10.6. Assignment: these TOS is not assignable or transferable by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld. Any attempt by either Party to assign or transfer this TOS without such consent shall be void. Notwithstanding, Padloc may freely assign or transfer these TOS to any company that is a part of its group of companies or as a result of a merger or a sale of all or a substantial part of its share capital. In the case of any permitted assignment or transfer of or under these TOS, these TOS or the relevant provisions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assignees of the Parties here.

10.7. Severability: If for any reason a court of competent jurisdiction finds any provision of these TOS or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of these TOS or of the provision will continue in full force and effect, except to the extent such invalid provision or part of provision relates to essential aspects of the TOS.

10.8. Waivers of Rights: No waiver will be implied from conduct or failure to enforce or exercise rights under these TOS.

10.9. Third Party Rights: Other than as expressly set out in these TOS, these TOS does not create any rights for any person who is not a party to it, and no person who is not a party to these TOS may enforce any of its terms or rely on any exclusion or limitation contained in it.

10.10. Survival: Sections: 3. (“License”), 4. (“Restrictions of Use”), 6 (“Disclaimer of Warranties”), 7. (“Term and Termination”), 9. (“Liability”), and 10. (“Miscellaneous”) of these TOS shall survive termination, without prejudice to other obligations that, pursuant to the applicable law or to this TOS, shall also remain in force after termination date.

11. APPLICABLE LAW AND JURISDICTION

11.1. For all omissions and for the correct interpretation of these terms, and any dispute arising out of or in connection with these TOS, shall be governed by and construed in accordance with the laws of Germany.

11.2. Any question or dispute arising from the application, interpretation, integration or execution of these terms, will be subject to the German courts in Munich. Padloc shall still be entitled to file a suit at Your domicile.

11.3. Consumer can also use the EU Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.

12. CONTACTING US

In order to exercise your rights or if You have any questions about these terms the practices of Padloc Software, please contact us at contact@padloc.app.