Terms of Service
for DevSpace Cloud and other services
provided by covexo GmbH
This Terms of Service Agreement (“Agreement”) is between you (“User”) and covexo GmbH, Julius-Hatry-Str. 1, 68163 Mannheim, Germany (“covexo"). If you are agreeing to this Agreement on behalf of a company or organization, then User means your company or organization and you are binding your company or organization to this Agreement.
This Agreement applies to any and all products or services (including but not limited to software, computing resources, materials, downloads, documentation, support and maintenance services) provided by covexo (“covexo Products and Services”).
1. Account Registration
(1) To use the covexo Products and Services or parts hereof, covexo may require the User to register for an account and to accept this Agreement. As an express condition to register for an account, the User must be of legal age to form a binding contract and must not be a person who is either barred or otherwise legally prohibited from receiving or using the covexo Products and Services under the laws of the country in which the User is resident or from which the User accesses or uses the service. If the User agrees to this Agreement on behalf of a company or organization, he warrants that he is authorized to bind the company or organization to this Agreement.
(2) Any registration information the User provides to covexo must be accurate, current and complete. The User is responsible to maintain, keep current and update the registration information.
(3) The User is responsible for maintaining the security of her/his password and account information. covexo shall not be liable for any loss or damage arising from the User’s failure to keep her/his password and account information secure.
(4) The User agrees to notify covexo immediately of any actual or suspected breach of security or unauthorized use of her/his account or of her/his password.
2. Use of covexo Products and Services
(1) The use of the covexo Products and Services by the User must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
(2) The User is solely responsible for any information, data, and content provided to covexo or uploaded to the covexo Products and Services by the User’s account (“Content”). This includes, without limitation, any and all software, source code, file, image, photo, text, video and audio. The User warrants to have all necessary rights to provide the Content to covexo and to grant covexo all rights in this Agreement and that the use of the Content by covexo does not violate any laws or rights of any third party. The User agrees and warrants to comply with the covexo Acceptable Use Policy, which can be found at below. This Acceptable Use Policy is incorporated in this Agreement by this reference. All Content of the User must be compliant with the Acceptable Use Policy and all applicable laws, regulations and ordinances.
(3) The User is entirely responsible for all activity taken through her/his account whether or not authorized by the User. The user may thus be held liable for any losses and damages resulting from all activities from her/his account, even if someone else is using her/his account information and password.
(4) covexo reserves the right to review the Content to ensure compliance with this Agreement, the Acceptable Use Policy and all applicable laws, regulations and ordinances. covexo is not obligated to monitor the provided Content of the User.
(5) The User will not engage in any activity that interferes or disrupts the covexo Products and Services. The User will not use the covexo Products and Services in any way that could disrupt the covexo Products and Services or the associated servers and hardware. The User will not attempt to circumvent, disable or disrupt any mechanism to limit her/his use of the covexo Products and Services.
(6) The User will not access the covexo Products and Services to bring an intellectual property infringement claim against covexo or for the purpose of creating a product or service competitive with the covexo Products and Services.
(7) If covexo requires a fee for a product or service, only the individuals for whom the required fee is paid may access and use this product or service.
3. Subscription terms, fees and payment
(1) The subscription term for the covexo Products and Services is one month and is automatically renewed for one month at the end of the subscription term.
(2) The fees for covexo Products and Services are specified in the individual order. covexo charges the User the fee up-front after the order is completed and subsequently at the beginning of each month of the subscription term.
(3) covexo will send an electronic invoice to the User for all ordered covexo Products and Services and will charge the User on a monthly basis. All payments must be made within 30 days after the receipt of the invoice by the User.
(4) All fees and invoices are excluding any applicable Value Added Tax, unless explicitly stated otherwise. The current rate of statutory Value Added Tax will be invoiced and paid in addition to all fees. To the extent that any other taxes or duties are payable by covexo, the User will pay the amount of such taxes or duties to covexo in addition to all fees.
(5) In case of late payment, the unpaid amount shall bear interest at the rate of 3 percentage points over the then current basic rate of interest of the European Central Bank. covexo reserves the right to claim further damages for the delayed payment. In case of late payments, covexo reserves the right to suspend the access of the User to the covexo Products and Services until receiving the payment.
(6) covexo reserves the right to change the fees for the covexo Products and Services. The change will become effective at the beginning of the next subscription term. covexo will notify the User at least 14 days before the change will become effective.
4. Licensing and Property Rights
(1) By uploading, submitting or otherwise transmitting Content to or through the covexo Products and Services, the User gives covexo a worldwide, royalty-free, and non-exclusive license to collect, store, use, reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute the Content to covexo solely to the extent necessary to provide the covexo Products and Services to the User. This includes all activities necessary by covexo to respond to support requests of the User. The User retains the responsibility, the copyright and any other rights in the Content. covexo will not claim ownership or control over any Content of the User.
(2) With the exception of the Content uploaded, submitted or otherwise transmitted to or through the covexo Products and Services by the User, the User acknowledges and agrees that all legal right, title and interest in and to the covexo Products and Services is either owned by or licensed to covexo. This includes, without limitation, any copyrights, trade mark rights and other intellectual property rights. All covexo Products and Services are made available on a limited license or access basis and no ownership right is transferred to the User, irrespective of the use of terms such as “purchase” or “sale”.
(3) All rights not expressly granted are reserved.
5. Removals and Suspension
(1) covexo reserves the right to remove or suspend any or all Content from the covexo Products and Services that violates the covexo Acceptable Use Policy or is in conflict with applicable laws, regulations, ordinances or the contractual relationship with covexo, including, without limitation, this Agreement (“Unaccepted Content”). The User agrees to immediately remove or suspend any Unaccepted Content. covexo may request the User to remove or suspend any Unaccepted Content. If the User does not comply with this request within 24 hours, covexo reserves the right to directly remove or suspend the Unaccepted Content and/or to suspend the Account of the User until the violation is corrected. covexo may remove or suspend the Unaccepted Content immediately, if it violates the rights of a third party or if it may damage covexo or its reputation.
(2) If the User becomes aware of any Unaccepted Content in the covexo Products and Services, the User will immediately notify covexo providing the necessary information to correct the violation.
(3) If any activity of the User’s account might disrupt or otherwise adversely affect the covexo Products and Services or the associated servers and hardware provided by covexo or if an unauthorized user uses the covexo Products and Services, covexo may immediately suspend the User’s account and Content.
6. External Links
(1) covexo Products and Services may contain hyperlinks to other websites, content or other resources not owned or operated by covexo. The User acknowledges and agrees that covexo has no responsibility or control for those websites, content or other resources. covexo does not guarantee the availability of those websites, content or other resources and does not endorse any content, advertising or product associated with them.
(2) The User acknowledges and agrees that covexo is not liable for any loss or damage resulting from the availability of those websites, content or other resources or from the content which is available through the hyperlink.
7. Termination and Expiration
(1) This Agreement remains effective until terminated or expired.
(2) covexo has the right to terminate, in its sole discretion and for any or no reason, this Agreement with the User and the access of the User to the covexo Products and Services at any time with immediate effect, if the User does not pay any fees for the covexo Products and Services (Free User).
(3) covexo has the right to terminate the provision of the covexo Products and Services and this Agreement with the User at any time with immediate effect, if the User breaches the Acceptable Use Policy or if covexo is required to do so by law.
(4) Either party may terminate this Agreement at any time by written notice to the other party. The termination becomes effective at the end of the subscription term.
(5) Generally, the User will not receive any refunds for unused covexo Products and Services resulting from the termination of this Agreement.
(6) Either party may terminate this Agreement before the end of the subscription term with immediate effect by written notice, if the other party materially breaches any of the terms of this Agreement and fails to cure the breach within a 14 days period after written notice of the breach or if the other party ceases to do business without successor, declares bankruptcy or becomes insolvent or otherwise unable to meet its financial obligations. In this case of termination, the User may claim a pro rata portion of pre-paid fees for the covexo Products and Services as a refund.
(7) After the termination or expiration of this Agreement, the User will not have the right to access her/his accounts and sub-accounts or to use the covexo Products and Services. The User is solely responsible for exporting or copying all her/his Content from the covexo Products and Services prior to the termination or expiration. If covexo terminates this Agreement with immediate effect, covexo will provide the User a reasonable opportunity to retrieve the Content of the User. After the termination or expiration, the User is obligated to delete all software, content or other material provided by covexo from her/his systems. covexo may remove or delete all Content of the User from the covexo Products and Services 4 weeks after the termination or expiration of the subscription term.
(8) In any case of termination or expiration of this Agreement, the following sections will survive: 3 Subscription terms, fees and payment, 4 Licensing and Property Rights, 5 Removals and Suspension, 6 External Links, 7 Termination and Expiration, 8 Usage Information, 9 Warranty Disclaimer, 13 Limitation of Liability, 14 Indemnification and 15 Final Provisions.
8. Usage of Information
9. Warranty Disclaimer
(1) The covexo Products and Services are provided “as is” and “as available” and without warranty. The User’s use of the covexo Products and Services is at her/his sole risk. covexo hereby disclaims all warranties, express or implied, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
(2) covexo is not liable for delays, interruptions, service failures and other problems inherent in the use of the internet, electronic communications or other systems outside the reasonable control of covexo.
(3) covexo does not guarantee that the use of the covexo Products and Services is secure, uninterrupted or error-free, that the products will operate in combination with any other hardware, software, system or data, that any stored data will be accurate or reliable, that any stored data will not be lost or corrupted or that errors will be corrected.
10. Limitation of Liability
(1) covexo shall be liable only in accordance with the provisions specified in this section.
(2) covexo shall be unrestrictedly liable for losses caused intentionally or with gross negligence by covexo, its legal representatives, senior executives or vicarious agents. covexo shall be unrestrictedly liable for death, personal injury or damage to health caused intentionally or with negligence by covexo, its legal representatives, senior executives or vicarious agents.
(3) covexo shall be liable in accordance with the German Act on Liability for Defective Products in the event of product liability.
(4) covexo shall be liable for losses caused by the breach of its primary, fundamental obligations by covexo, its legal representatives, senior executives or vicarious agents. If the breach is caused by simple negligence, the ensuing liability shall be limited to the amount which was foreseeable by covexo at the time the respective breach was performed. Primary, fundamental obligations are obligations whose fulfilment is an essential condition for the proper implementation of this Agreement and the contract between covexo and the User.
(5) covexo shall be liable for consequential damages, lost profit or other indirect damages only in the case of willful intent, if covexo has assumed a guarantee or has fraudulently concealed a circumstance causal for the relevant indirect damage. Strict liability without fault of covexo, its legal representatives, senior executives or vicarious agents for defects or errors already present at the time of the inception of this Agreement is expressly excluded.
(6) covexo shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken.
(7) Any more extensive liability of covexo is excluded.
The User agrees to indemnify and hold covexo, its legal representatives, senior executives, vicarious agents or partners harmless from any loss, damages, claims and demands, including, without limitation, reasonable attorneys’ fees, for which covexo becomes liable arising from or relating to the Users’ Content, breach of this Agreement, including a violation of the Acceptable Use Policy, use of the covexo Services and Products or the violation of applicable laws, rules or regulations. The User will receive prompt written notice of such claim by covexo and has the exclusive right to control and direct the investigation, defense or settlement of such claim. covexo will provide all reasonably necessary cooperation at the User’s expense to resolve such claim.
12. Final Provisions
(1) This Agreement sets out all terms agreed between the User and covexo and governs the use of the covexo Products and Services, except any services covexo may provide to the User under a separate written agreement, and supersedes all other prior agreements between covexo and the User in relation to the covexo Products and Services.
(2) Any notice under this Agreement must be given in writing. covexo may provide notice to the User via e-mail or through the covexo Products and Services. All written notice may be sent to covexo GmbH, Julius-Hatry-Str. 1, 68163 Mannheim, Germany.
(3) Amendments, additions or waivers to this Agreement must be made in writing to be effective. This also applies to amendments of this written form requirement.
(4) No third parties are beneficiaries of this Agreement. The parties are independent contractors and nothing in this Agreement creates any form of agency, partnership or joint venture.
(5) covexo reserves the right to change this Agreement, any referenced policies and documents and the covexo Products and Services. Any modification of this Agreement or the referenced policies and documents will be made available to the User on the covexo website (www.devspace-cloud.com), within the covexo Products and Services or via email. Unless otherwise noted by covexo, material changes to this Agreement will become effective at the end of the subscription term. If the User does not agree to the changes of this Agreement, the User must stop using the covexo Products and Services.
(6) Finding individual provisions of this Agreement to be fully or partially unenforceable or invalid, now or in the future, or finding a loophole, does not invalidate the remaining provisions. Rather, the invalid or lacking provision shall be replaced with one on which the parties would reasonably have agreed if they had been aware of the invalidity or the lack of the provision in question when this Agreement was concluded
(7) This Agreement and contractual relationship between covexo and the User shall be governed and construed by the laws of the Federal Republic of Germany (excluding conflict of law rules and the Convention of Contracts for the International Sale of Goods).
(8) Exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement and contractual relationship between covexo and the User shall be Mannheim, Germany.