EQUIMETALS GENERAL TERMS & CONDITIONS

01.03.2019

This EQUIMETALS General Terms & Conditions (hereinafter: “Terms”) contains the terms and conditions that govern your participation in the EQUIMETALS Service (which includes the EQUIMETALS software and the database; hereinafter “Service”) and are an agreement between Metallothek Materialwissenschaft  Gmbh. (“Provider”, “we”, “us”, “our”) and the company or legal entity you personally represent (“Client”, “you”, “your”).

In case of Individual Customer Agreement this Terms includes any additional terms that may apply. If this Terms are inconsistent with the terms and conditions contained or referenced in your Individual Customer Agreement, the terms and conditions contained or referenced in your Individual Customer Agreement will control.

This Terms takes effect when you check the box presented with this Terms.

We do not provide service for individuals. If you are entering this Terms for a company or entity, such as the company you work for, you represent to us that you have legal authority to bind that company or entity.

1. Service

1.1 Joining the Service

To join the Service, you must complete the registration. We offer cloud (online) Service, and – upon individual assessment – we may also offer you on-premise (offline) Service. We may accept or reject any Service request, in our sole discretion.

On behalf of the Client, the User has the right to register, modify and use the Service. In some service packages User can also add Team Members, who can access and use the Service. Hereinafter User and Team member both referred to as “User”.

1.2 Authorized Usage, Intellectual Property Rights

EQUIMETALS Service is a Software-as-a-Service (SaaS) product which means that the Service is licensed on a subscription basis by the Client. Provider does not sell EQUIMETALS software to the Client, only provides the rights specified in this Terms. Provider grants the Client and Users a limited, personal, non-exclusive, non-transferable, revocable right solely to use of and access to the Service.

This Service does not authorize you to:

• reproduce, multiply or create derivative works from the Service;
• lease, rent, lend, distribute, transfer, sublicense the Service to a third person with or without a consideration or publicly display it;
• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or algorithms of the Service;
• modify, extend, transform the Service (in whole or in part), to separate it into parts;
• use automatic or manual data harvesting and extraction tools or measures;
• sell or re-sell the Service.

However, some plans enable multiple Users, each and every User must belong to the same legal entity, which is contracted and billed for the Service (parent companies and subsidiaries also excluded unless we provide written consent). Single plan authorizes only one User. Client is fully responsible for any damage caused by the violation of the Terms. Client undertakes full responsibility for the Users’, members’, employees’ and contractors’ activities relating to the Service.

Provider – unless contractual or legal regulations state otherwise – is the exclusive owner of all intellectual property rights relating to the Service (hereinafter: “Intellectual Property Rights”). Intellectual Property Rights mean current and future worldwide rights under patent, copyright, trade secret, trademark, and other similar rights. Intellectual Property Rights extend to the whole EQUIMETALS software, its parts and the Service separately as well. Under this Terms, Provider shall withhold all rights relating to the Service, therefore Provider does not transfer to the Client and any other third parties any rights, title, and interest except for those that the Client and Users are entitled to according to explicit and compulsory legal regulations or this Terms.

EQUIMETALS service must be referenced in every situation when data, calculation result or any other output of the Service is shown outside the Client’s organization (e.g. external presentations, reports, whitepapers).

By providing Provider any feedback, suggestion, recommendation or request (hereinafter: “Feedback”) relating to the Service, Client grants a worldwide, non-limited, irrevocable, royalty-free right to use, reproduce, distribute, transfer, sell, sublicense, publicly display or exploit in any other manner the Feedback. Client warrants that it has all rights to share the Feedback with the Provider.

1.3 Service Model

We offer several plans based on a subscription model with a set limit of usage. Your subscription will automatically renew at the end of the subscription period.

Usage limit is reset each month; once usage limit is reached you might permanently upgrade to a larger monthly limit by purchasing extra credits, otherwise Client cannot use the Service till the end of the month. You might upgrade your subscription plan (e.g. from single to team) or extend your monthly limit by subscribing add-on(s) in your profile menu at any time. If you require an add-on(s), the required add-on(s) will be automatically added to and charged for each subsequent month.

For 1 credit Client may:

• make one search and open 3 datasheets within the results (opening a new datasheet after reaching the limit automatically deducts another credit and grants the option to open 3 more datasheets);
• make calculations in a function group of the welding consultancy module;
• print one datasheet.

Digitally exporting a datasheet accounts for 2 credits.

1.4 Termination, Limitation

Either Client or Provider may terminate your Service. Client may terminate the Service plan and related add-ons separately via email (customersuccess@equimetals.com), while Provider may give notice of termination via email. Termination by a Client takes effect at the end of the subscription period already paid or – in case Individual Agreement includes such condition – the end of the loyalty period, whichever is later. Provider may, in its sole and absolute discretion, terminate the contract by the end of the subscription (or loyalty) period (“termination”) or with immediate effect (“immediate termination”). In case of an immediate termination the Provider transfers back the fees paid by the Client proportionate to the residue of the subscription period.

1.5 Fees

We might offer you free period of use upon registration. When starting a paid subscription, we may offer you special initial discount period. Once this period ends, your normal subscription period starts with your general service conditions.

Subscription fee is charged in advance for the subsequent subscription period. Subscription period is measured in months (e.g. 1, 12 months). For technical and accounting reasons if you subscribe on the 29^th, 30^th or 31^st day of a month, your first period ends on the 28^th day of the month on which your first subscription period ends, and this day will be the day on which your subscription will renew in the future.

When upgrading within a service period (e.g. from single to team), due proportion of your subscription fee will be deducted from your first amount charged for the new service package period.

Provider may change the price for the Service and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change. You accept the new price by continuing to use the Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.

1.6 Communication

Provider might offer several languages when using Service or visiting Provider’s website. However, English is the governing and only official language in all sort of communications including – among others – all Client–Provider communications and in the Service. All other languages are unofficial translations intended to ease the use of Service or support understanding the messages.

We may from time-to-time send you email, call you, or otherwise contact you about the Service, including information about events and training opportunities, invitations to participate in surveys and research opportunities, promotional offers, and other information supporting you, or us in the improvement of the Service.

We might use your company name and official logo for reference purposes in our website, marketing materials, tenders.

2. Disclaimers

The Service – including each and every function – is intended solely for knowledgeable engineering, materials science and metallurgical professionals of our corporate clients, who are able to and fully liable for making all necessary control checks on all information – should it be data, calculation, or any other output – gained using the Service. Client shall perform and is responsible for multiple cross-checking, validating and professionally judging all information gained from the Service in all necessary forms (e.g. studying referenced standards in original, making pre-WPS experiments, performing quality assurance measures). Service is definitely not designed to substitute any related missing professional competence on the client side. Client bears all risks and liabilities in connection with the use of the Service.

THE SERVICE IS PROVIDED “AS IS”, AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS TERMS, PROVIDER DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, DATABASE, CALCULATION FUNCTIONS, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT, LACK OF MALWARE, USAGE OR TRADE PRACTICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM PROVIDER OR THROUGH ACCESS TO OR USE OF THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

However, all information provided, and all technology calculations performed by the Service is carefully designed, reviewed and/or tested by subject matter experts before inclusion in the Service, due to the nature of such service, Provider cannot and subsequently does not assume any risk or liability in connection with the use of the Service.

3. Limitation of Liability

We are not liable to you under this terms or in relation to the Service for any loss of revenues, profits, customers, opportunities or goodwill, or indirect, incidental, special, consequential or exemplary damages under any cause of action or theory of liability, even if we have been advised of the possibility of such liability of damages. Our aggregate liability arising in connection with the Service cannot exceed €500.

4. Modification

We, in our sole and absolute discretion, may modify this Terms at any time by posting a revised version on the EQUIMETALS website. If a revision, in Provider’s sole and absolute discretion, is material, Provider will inform the Client. The modified terms will become effective upon posting. By continuing your Service after the effective date of any modifications to these Terms, you agree to be bound by the modified Terms. It is your responsibility to check the EQUIMETALS website regularly for modifications to these Terms. We last modified this Terms on the date listed at the beginning of this Terms.

5. Governing law

This Terms is governed by the Hungarian law. The Central District Court of Buda and the Budapest Environs Regional Court shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Terms.

6. Providers data

Service is provided by Metallothek Materialwissenschaft  Gesellschaft mit beschränkter Haftung, registration No.: 01-09-065677, main address: Kanyargo u. 47/1., 1221 Budapest (Hungary); EU tax number: HU 10323553).