# Teamscale Subscription Agreement

Last updated: October 15th, 2022

This Subscription Agreement ("Agreement") is between CQSE GmbH with offices at Centa-Hafenbrädl-Straße 59 81249 München, Germany ("CQSE"), and the individual or entity signing or electronically accepting this Agreement, or any Order Form that references this Agreement ("Customer"). The order form may list a different corporate entity as "CQSE", in which case the Agreement shall be between this mentioned entity and Customer. This Agreement is entered into on the earlier of, (a) Customer clicking "Agree" or "Yes" to the terms of this Agreement to gain initial access to, or use of, the Service, (b) CQSE and Customer agreeing to an Order Form referencing this Agreement, or (c) Customer is given access to the Service ("Effective Date").

Please read these terms and conditions carefully before using Our Service.

# Interpretation and Definitions

# Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

# Definitions

For the purposes of these Terms and Conditions:

  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
  • Account means a unique account created for You to access our Service or parts of our Service.
  • Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
  • Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
  • Free Trial refers to a limited period of time that may be free when purchasing a Subscription.
  • Order Form is the document agreed to between the parties, which states the Service being purchased and other transaction details.
  • Service refers to the product Teamscale.
  • Subscriptions refer to the services or access to the Service offered on a subscription basis by CQSE to You.
  • Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and CQSE regarding the use of the Service.
  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

# Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and CQSE. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. CQSE does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of CQSE. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Service and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

# Subscriptions

# Subscription period

The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or CQSE cancels it.

Upon cancellation, You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.

# Billing

You shall provide CQSE with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.

Should automatic billing fail to occur for any reason, CQSE will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

# Fee Changes

CQSE, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.

CQSE will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

# Refunds

Except when required by law, paid Subscription fees are non-refundable.

Certain refund requests for Subscriptions may be considered by CQSE on a case-by-case basis and granted at the sole discretion of CQSE.

# Free Trial

CQSE may, at its sole discretion, offer a Free Trial for a limited period of time.

You may be required to enter Your billing information in order to sign up for the Free Trial.

If You do enter Your billing information when signing up for a Free Trial, You will not be charged by CQSE until the Free Trial has expired. On the last day of the Free Trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.

At any time and without notice, CQSE reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

# User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

# Restrictions and Responsibilities

Customer is responsible for maintaining the security of Customer's account, passwords and files, and for all uses of Customer's account. Customer also agrees to not abuse the Service and use the provided computing resources in a reasonable manner, especially to not create excessive number of projects or analyses.

As part of this Agreement, CQSE will provide support to Customer for Teamscale during the duration of the subscription. For details see Teamscale Support.

The transferred right of use does not include the use of Teamscale for providing services to third parties (for example auditing third-party software systems). Without written agreement, Teamscale may only be used to analyze source code and development artifacts belonging to the Customer.

# Confidentiality

Confidential information means any data or information which is to be protected from unauthorized access and which the parties wish to keep confidential. This includes, in particular, trade and business secrets and applies even when the parties have not expressed their explicit intention to treat these as confidential. Independently of the medium on which they are contained this means in particular source code, products, manufacturing processes, know-how, designs, drawings, specifications, business secrets, business relationships, business strategies, business plans, financial planning, customer information, pricing information and personnel matters. This also applies to information belonging to the parties’ affiliates.

# Prohibition on Disclosure

Both parties shall treat confidential information with the necessary confidentiality and high degree of care and the receiving party shall only use this information for the contractual purpose expressly agreed in writing.

Confidential information may only be reproduced by the parties to the extent required for the execution of the contract. The principle of data minimization shall be observed in this respect. The parties shall treat any necessary copies that have been made with the same degree of confidentiality as an original and according to the spirit of this agreement.

Disclosing confidential information to third parties or to members of CQSE is only allowed to the extent necessary for the performance of the contractual purpose. The receiving party shall ensure that the confidential information will not be made available to an undetermined group of persons but rather only to those persons who require access to perform their duties under the contract.

This shall not apply to information which is not considered to be confidential. This includes information which

  • was already known to the receiving party prior to any obligation to keep it confidential;
  • was already in the public domain at the time of transfer by the disclosing party or becomes known publicly after disclosure through no fault of the receiving party;
  • was made accessible in good faith to the receiving party by a third party not bound directly or indirectly by non-disclosure obligations towards the disclosing party and having a lawful right to disclose this information ;
  • is developed independently without use of confidential information of the disclosing party;
  • was made accessible to third parties after transfer in a legally admissible manner and without any restrictions in regards to confidentiality or use.

The burden of proof regarding the existence of the above-mentioned exceptions will be borne exclusively by the receiving party.

Any non-disclosure undertakings shall survive termination of this agreement for an additional period of five years.

# Content

# Your Right to Post Content

Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, You grant Us the right and license to process this content and display it to users of the same instance of the Service, taking configured permissions into account. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

# Content Restrictions

CQSE is not responsible for the content of the Service's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

  • Unlawful or promoting unlawful activity.
  • Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
  • Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
  • Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
  • Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
  • Impersonating any person or entity including CQSE and its employees or representatives.
  • Violating the privacy of any third person.
  • False information and features.

CQSE reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. CQSE further reserves the right to make formatting and edits and change the manner of any Content. CQSE can also limit or revoke the use of the Service if You post such objectionable content. As CQSE cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will CQSE be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

# Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at support@teamscale.com and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright.

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
  • A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
  • Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
  • Your address, telephone number, and email address.
  • A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our copyright agent via email at support@teamscale.com. Upon receipt of a notification, CQSE will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

# Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of CQSE and its licensors.

The Service is protected by copyright, trademark, and other laws of both Germany and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of CQSE.

Our Service may contain links to third-party web sites or services that are not owned or controlled by CQSE.

CQSE has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that CQSE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

# Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

# Warranty

# Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of CQSE and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 Euro if You haven't purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall CQSE or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if CQSE or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

# "AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, CQSE, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, CQSE provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither CQSE nor any of its providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of CQSE are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

# Security/Data Protection

CQSE shall be responsible for establishing and maintaining a commercially reasonable information security program. An excerpt of the processes and measures in provided in the Technical and Organizational Security Measures. With respect to the protection of personal data, the Privacy Policy and the Data Processing Addendum are hereby incorporated by reference.

Customer shall use commercially reasonable security and anti-malware measures when accessing and using the Service, and notify CQSE promptly of any unauthorized access or use of which it becomes aware.

The parties acknowledge and agree that the Service is not designed for the purpose of storing, processing, compiling or transmitting Sensitive Data, and Customer shall not use the Service for such data. Sensitive Data means:

  • special categories of data enumerated in European Union Regulation 2016/679, Article 9(1),
  • patient, medial or health data regulated by the Health Insurance Portability and Accountability Act (HIPAA),
  • banking or financial data,
  • social security numbers, driver's license numbers, or other government identification numbers,
  • any data similar to the above protected under foreign or domestic laws.

Therefore, notwithstanding anything else in this Agreement, CQSE has no liability for Sensitive Data processed in connection with Customer's use of the Service.

# Force Majeure

CQSE and Customer will not be liable for any default or delay in the performance of their respective non-monetary obligations, to the extent that such default or delay is caused, directly or indirectly, by fire, flood, earthquake, explosions, elements of nature, acts of God, acts or regulations of government bodies, nuclear, chemical or biological contamination, court orders arising out of circumstances other than a breach of this Agreement, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts or labor difficulties, epidemics or by any other event or circumstance that is beyond the reasonable control of CQSE or Customer.

# Governing Law

The laws of Germany, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws.

# Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting CQSE.

# For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

# United States Federal Government End Use Provisions

If You are a U.S. federal government end user, our Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101.

# Severability and Waiver

# Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

# Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

# Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

# Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

# Contact Us

If you have any questions about these Terms and Conditions, You can contact us by email: support@teamscale.com