This translation is provided for convenience only. The German version is legally binding.

Terms of Use

The Terms of Use are binding for all users of software, internet or services of Oxington GmbH and govern the extent to which Oxington GmbH works with data.

THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 13 (DISPUTE RESOLUTION) GOVERN THE RESOLUTION OF DISPUTES. PLEASE READ THIS SECTION. IF YOU DO NOT AGREE WITH THE BINDING ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER, PLEASE DO NOT USE OUR SERVICES OR SOFTWARE PROGRAMS.

These Terms of Use (the "Terms of Use"), together with any additional terms (see Section 1.2) (collectively, the "Terms"), govern your use of and access to the website, support, discussion forums or other interactive areas, services or offerings (collectively, the "Services") and the Oxington software that is part of the Services, as well as all applications, including mobile applications, sample files and content files, scripts, instruction sets and related documentation (collectively, the "Software"). If you have agreed to the subscription terms and cancellation options, these also apply as part of these Terms. If you have entered into another agreement with Oxington for specific Services or Software, the terms of that agreement shall prevail over the Terms of Use in the event of a conflict.

You must be at least 16 years old to register for your own user account.

1. General

1.1 Choice of law and contracting party

Oxington GmbH, a company incorporated under German law, is your contracting party, regardless of your place of residence, and the Terms are governed by the laws of Germany without regard to conflict-of-law rules. Oxington does not intend to restrict these rights where this is prohibited by law.

1.2 Additional terms

Oxington's Services and Software are licensed to you, not sold, and may be subject to one or more additional terms ("Additional Terms"). In the event of any conflict between the provisions of the general Terms of Use and the Additional Terms, the Additional Terms shall prevail in connection with the respective Service or Software. The Additional Terms may be amended as described in Section 1.6.

1.3 Companies or business customers

If you have received an "Entitlement" (defined as the right to use and access the Software and Services) from an organisation or group, including but not limited to a company or other commercial entity, a governmental entity, a non-profit organisation or an educational institution (each a "Business") under a business user access agreement, then (A) you are a "Business User" of such Business; (B) your user account associated with such Entitlement is a "Business Profile"; and (C) all references to "you" in these Terms mean such Business. If you are a Business User, you agree that, based on your authorisation by the relevant Business, Oxington (1) gives the Business the ability to use, access, remove, retain and control your Business Profile and all content contained therein; (2) your use of the Services and the Software is subject to the Business's agreement with Oxington; and (3) Oxington may share your personal data with the Business. If you are a Business User with Entitlements from multiple Businesses, each Business may have separate Business Profiles. As a Business User, you may have other agreements with or obligations towards a Business that may affect your Business Profile or your content. Oxington is not responsible for breaches of such agreements or obligations.

1.4 Business email domains

As an individual or Business User, you may create a user account with an email address provided or assigned to you by a Business (e.g. your work email address). If the Business establishes a direct relationship with Oxington, it may wish to add your account to that relationship. In that case, the Business may, upon prior notice, transfer your account to the Business's account. This means that the Business may (A) access the account; (B) take control of the account and all content contained therein; and (C) recommend that all non-business content associated with that account be moved to a new account using an email address not associated with the Business. You also acknowledge that Oxington may share your personal data, such as your name or email address, with that Business. If you do not want a Business to access, use, remove, retain or control an account or profile, do not use a business email address for that account.

1.5 Ownership

You (as a Business or individual, as applicable) retain all rights and ownership of your content. Oxington does not claim any ownership rights to your content.

1.6 Updates to the Terms

Oxington may make changes to the Terms of Use from time to time. If so, Oxington will inform you by changing the date at the beginning of the Terms. In some cases, Oxington may provide you with additional information. You should read the Terms regularly. Unless otherwise stated, the amended Terms take effect immediately, and your continued use of our Services and Software confirms your acceptance of the changes. If you do not agree with the amended Terms, you must stop using our Services and Software.

2. Data protection

2.1 Privacy policy

For information on how Oxington collects, uses, shares or otherwise processes information about you and your use of Oxington's applications and websites, please see the Privacy Policy.

2.2 Oxington's access to your content

To the extent permitted by law, Oxington will only access, view or listen to your content (as defined in Section 4.1) under exceptional and limited circumstances. In order to provide the Services, Oxington may need to access your content to (A) respond to feedback or support requests, (B) respond to fraud, security, legal or technical issues, or (C) enforce the Terms of Use. Oxington's automated systems may analyse your content using techniques such as machine learning in order to improve Oxington's Services and Software and the user experience.

2.3 Data processing agreement

If customer data contains personal data and you are considered a "controller" and Oxington a "processor" within the meaning of the General Data Protection Regulation, EU Regulation 2016/679 ("GDPR"), the terms of Oxington's data processing agreement, including the standard contractual clauses approved by the European Commission, apply to the processing of such personal data and are incorporated into the Terms by reference.

2.4 Special categories of personal data

You agree not to use the Services and the Software to collect, process or store special categories of personal data. You agree not to transfer, disclose or otherwise make available special categories of personal data to Oxington or any third-party provider of Oxington. "Special categories of personal data" means an individual's financial data, data on sexual orientation, medical or health data protected by data protection laws for health data, biometric data (for the purpose of uniquely identifying an individual) and personal data of children protected by laws for the protection of minors' privacy, as well as any other types of information falling under this or a similar term used in applicable privacy laws.

2.5 Transfer of your personal data

Oxington processes and stores data in the EU, the EEA and other countries. By using Oxington's programs and websites, you agree that Oxington may export your personal data across national borders and to other countries in which Oxington and its partners operate.

3. Use of Services and Software

3.1 Licence

Provided that you comply with the Terms and applicable law, you may access the Services and Software provided by Oxington for which you have been licensed by Oxington. Your licences expire at the end of the term specified in your order document. The versions of the Services and Software available at the time of your renewal may differ from the versions available when you first purchased your licences from Oxington. You agree that your decision to use or purchase Software or Services is not contingent on the provision of future features or functionality.

3.2 Oxington's intellectual property

Oxington and Oxington's licensors remain the sole owners of all rights, title and interest in the Services and the Software. Except for the rights set out in the Terms of Use, Oxington does not grant you any rights to patents, copyrights, trade secrets, trademarks or other rights in respect of the components of the Services and Software. Oxington reserves all rights not granted under the Terms of Use.

3.3 Storage

Oxington recommends that you regularly back up your content in another location. Oxington may impose reasonable technical limits on file size, storage space, processing capacity or other technical limits on your content. Oxington may suspend the Services until the storage limit set for your account is no longer exceeded. At the end of your licence term, Oxington will make commercially reasonable efforts to enable you to transfer your content from the Services. The transfer must be completed within 30 days of the effective date of termination or the end of your licence term. After this 30-day transition period, Oxington reserves the right to delete your content. You should download all content stored in the Services before your licence ends.

3.4 Sample files

"Sample Files" means files provided by Oxington and identifiable as sample files, e.g. audio or video files, image files or other content files for use in tutorials, demonstrations and other testing purposes. Sample Files may not be used for any purpose other than that for which they were provided. You may not distribute Sample Files in a way that enables third parties to use, download, extract or access Sample Files as standalone files, and you may not claim any rights to Sample Files.

3.5 Content files

"Content Files" means files provided by Oxington that are part of the Services or the Software. The provisions on Sample Files apply accordingly to Content Files, unless expressly agreed otherwise.

3.6 Free memberships, subscriptions, offers or trial versions

Oxington may, at its sole discretion, offer free memberships, subscriptions, offers or trial versions. If you are granted access to the Services and the Software free of charge or for trial purposes, such access is subject to these Terms of Use. Oxington may terminate free access at any time before or during the trial period at its sole discretion and without notice, to the extent permitted by law, including to prevent misuse of the trial access. After the trial period expires, you may only continue to use the Services or the Software by taking out a paid subscription, if available. During the trial period, no express or implied warranties apply; all Services and Software are provided "as is" with all faults, and technical or other support is not included.

3.7 Not-for-resale version

Oxington may also designate the Services and the Software as a "trial version", "evaluation version", "not-for-resale version" or similar. You may install and use the NFR version only during the period and solely for the purposes specified by Oxington when it was provided. You may not use materials created with the NFR version for commercial purposes.

3.8 Other licence types

(A) Pre-release or beta version. Oxington may designate the Services or the Software or a feature as a trial subscription, pre-release or beta version ("Beta Version"). A Beta Version does not represent the final product and may contain errors that may cause system failures or data loss. The Beta Version may not be released for commercial use. You are obliged to stop using the Beta Version immediately and destroy all copies if Oxington requests you to do so. In return for your use of a Beta Version, you agree that Oxington may collect data about your use in order to improve Oxington's products and personalise your user experience. Any separate agreement Oxington enters into with you for the Beta Version shall prevail over this section.

(B) Educational version. If Oxington designates the Services or the Software as a version for use by users of educational institutions, you may only use them if you meet the specified eligibility requirements. You may install and use the educational version only in the country in which you meet the eligibility requirements. If you are resident in the European Economic Area, "country" in the preceding sentence means the European Economic Area.

3.9 Third-party services and software

The Services and the Software may include third-party services and software, and you are responsible for complying with all applicable terms of such third parties. Access to third-party services and software is provided for convenience only, and Oxington assumes no responsibility for such third-party services and software.

4. Your content

4.1 Content

"Content" means text, information or materials such as audio files, video files, electronic documents or images that you create or upload or import into the Services or the Software in connection with your use of the Services or the Software. You may not upload content that is prohibited by applicable law. Oxington reserves the right to remove content or restrict access to content, Services and Software if it is found that any of your content violates these Terms. Oxington does not review all content, but may use available technologies, vendors and processes to screen for certain types of illegal or abusive content.

4.2 Rights to your content for the operation of the Services and the Software

Solely for the purpose of operating or improving the Services and the Software, you grant Oxington the non-exclusive, worldwide, royalty-free, sublicensable and transferable right to use, reproduce, publicly display, distribute, modify (e.g. to better present your content), publicly perform and translate your content when you upload content to the Services or the Software.

4.3 Sharing your content

(A) Sharing. Some Services or Software may include features that allow you to share or publish your content. "Sharing" means sending your content by email, posting, transmitting, streaming, uploading or otherwise making it available. Other users may use, copy, modify or share your content in a variety of ways. Please consider carefully what content you share or post, as you bear full responsibility for the content you share.

(B) Level of access. Oxington does not monitor or control what others do with your content. You are responsible for determining the restrictions on your content and the appropriate level of access. If you do not set an access level for your content, the lowest security level may be selected automatically. It is your responsibility to inform other users about how your content may be shared and to set the appropriate access and sharing level.

(C) Comments. Any comments you make via the Services and the Software are not anonymous and may be viewed by other users. Your comments may be deleted by you, by other users or by Oxington.

4.4 Termination of the grant of rights

You may revoke this licence right in connection with your content at any time and withdraw the rights from Oxington by removing your content from the Service. However, it is possible that Oxington may retain some copies of your content as part of routine backups.

4.5 Feedback

You are not obliged to submit ideas, suggestions, concepts or error or crash reports ("Feedback") to Oxington. However, if you send Feedback to Oxington, you grant Oxington a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable and transferable right to make, use, sell, offer for sale, import, export, reproduce, publicly display, distribute, modify and publicly perform the Feedback.

5. Your account

5.1 Account information

You are responsible for all activities that occur through your account, even if they are not initiated by you or occur without your knowledge or consent. Notify Support immediately if you become aware of any unauthorised use of your account. You may not (A) intentionally or unintentionally disclose your account information (except to an authorised account administrator) and (B) use another person's account. Your account administrator may use your account information to manage your access to the Services and the Software.

5.2 Inactivity of free accounts

You are responsible for keeping your account active. This means you must log in regularly to avoid interruptions or loss of access to the Services and the Software, and termination of your account. If you do not log in regularly, Oxington reserves the right to assume that your account is inactive, and you agree that Oxington may close it for you. You understand that upon closure you will lose access to all content stored in your account. Before your account is closed due to inactivity, Oxington will attempt to notify you. This section does not apply to paid accounts.

6. User conduct

6.1 Responsible use

The Oxington communities generally consist of users who expect a certain degree of courtesy and professionalism. You must use the Services and the Software responsibly.

6.2 Misuse

You may not misuse the Services or the Software. For example, you may not:

(A) use the Services or Software without, or in violation of, a written licence or agreement with Oxington; (B) copy, modify, make available, perform in real time (via streaming), sublicense or resell the Services or the Software; (C) enable or permit others to use the Services or Software using your account information; (D) offer, use or permit the use of the Services or the Software as part of a computer services business, a third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as part of a hosted service or on behalf of a third party; (E) use the Software to create any kind of database or dataset for third parties; (F) access or attempt to access the Services or the Software by any method other than the interface provided or authorised by Oxington; (G) circumvent access or usage restrictions designed to prevent certain uses of the Services or Software; (H) publish content or writings of Oxington customers or otherwise engage in conduct that infringes the intellectual property rights of third parties; (I) publish content that is unlawful, harmful, threatening, obscene, violent, abusive, immoral or defamatory.

7. Fees and payments

7.1 Taxes and third-party charges

You must pay all applicable taxes and third-party charges (including charges for telephone, mobile, internet service providers, data subscriptions, credit cards, foreign exchange and foreign transactions). Oxington is not responsible for these charges. Oxington may take all necessary measures to collect outstanding fees from you. You are responsible for all associated collection fees and costs.

7.2 Credit card information

You authorise Oxington to store your payment method and use it in connection with your use of the Services and the Software, as described in your agreement and the cancellation terms. To avoid interruptions to your service, Oxington may participate in programmes supported by your credit card provider to update your payment information.

8. Your warranty and indemnification obligations

8.1 Warranty

By uploading your content to the Services or the Software, you confirm that you (A) have all necessary licences and permissions to use and share your content and (B) possess the rights required to grant the licences in accordance with the Terms.

8.2 Indemnification

You will indemnify Oxington and Oxington's affiliates, subsidiaries, branches, officers, agents, employees, partners and licensors against all claims, demands, losses and damages, including reasonable attorneys' fees, arising out of or in connection with your content, your use of the Services or the Software, or any breach of the Terms of Use by you. Oxington has the right to assume the defence of claims with counsel of Oxington's choosing. You are obliged to cooperate fully with Oxington in the defence.

9. Disclaimer of warranties

9.1 Unless otherwise stated in the Additional Terms, the Services and the Software are provided "as is". To the extent permitted by law, Oxington disclaims all express or implied warranties, including the implied warranties of title, merchantability and fitness for a particular purpose. Oxington makes no warranty that (A) the Services or the Software will meet your requirements or be available uninterrupted, timely, secure or error-free; (B) the results obtained will be effective, accurate or reliable; (C) the quality will meet your expectations; or (D) errors or defects will be corrected.

9.2 Oxington expressly disclaims any liability for actions resulting from your use of the Services or Software. Your access to and use of the Services and the Software is at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data resulting therefrom.

9.3 If you submit your content to Oxington's servers for sharing, Oxington is not responsible for: (A) loss, corruption or damage to your content; (B) deletion of content by actors other than Oxington; (C) use of your content by third parties on other websites or in other media.

10. Limitation of liability

10.1 Unless otherwise stated in the Additional Terms, Oxington shall not be liable to you or any third party for any special, intangible, incidental, indirect, consequential or punitive damages of any kind, including loss of use, loss of data, loss of reputation, loss of revenue or profits, regardless of the cause, based on any theory of liability, including breach of contract or warranty, negligence or other tortious acts, or based on any other claims in connection with your use of the Services or the Software. In cases of gross negligence, wilful misconduct by Oxington or Oxington's employees, or in the event of death or personal injury, Oxington's liability is not limited or excluded by any provision in these Terms.

10.2 Oxington's total liability in respect of matters arising in connection with the Terms of Use is limited to the greater of (A) USD 100 or (B) the total amount you paid for access to the Services or the Software during the three-month period preceding the event giving rise to the liability.

10.3 These limitations and exclusions apply to the maximum extent permitted by law, even if (A) a remedy does not fully compensate you for losses or fails of its essential purpose, or (B) Oxington knew or should have known that damages were possible.

10.4 These Terms set out Oxington's and its affiliates' entire liability as well as your exclusive remedy with respect to your access to and use of the Services and the Software.

11. Termination

11.1 Termination by you

You may stop using the Services or the Software at any time. Termination of your account does not release you from your obligations to pay outstanding fees or to continue existing terms.

11.2 Termination by Oxington

If Oxington terminates the Terms of Use or your use of the Service(s) or the Software without cause, Oxington will make reasonable efforts to notify you at least 30 days before termination by sending a notification to the email address you provided, with instructions on how to retrieve your content. Unless otherwise provided in the Additional Terms, Oxington may terminate or suspend your right to use and access the Services or Software at any time if:

(A) you breach any of the Terms; (B) you fail to pay the fees for the Services or the Software on time; (C) you physically, verbally or otherwise abuse, threaten, harass or disturb Oxington or Oxington's personnel; (D) you have repeatedly made complaints in bad faith or without reasonable basis and continue to do so after Oxington has asked you to stop; (E) it is required of Oxington for legal reasons; (F) Oxington decides to discontinue the Services in whole or in part.

11.3 Survival

Upon expiry or termination of the Terms of Use, some or all of the Services or Software programs may cease to function in whole or in part without notice. Your indemnification obligations as well as Oxington's warranty disclaimers, limitations of liability and dispute resolution provisions remain in force.

12. Compliance with trade sanctions and export controls

The Services or the Software and their use are subject to the restrictions and regulations of Germany and other jurisdictions that (A) govern the import, export and use of the Services and the Software and (B) may prohibit Oxington from providing the Services and the Software without notice. By using them, you agree to comply with all such laws, restrictions and regulations, and you warrant that you are not prohibited from receiving the Services and the Software under the laws of the relevant jurisdiction.

13. Dispute resolution

13.1 Procedure

In the event of concerns or disputes, you agree to first attempt to resolve the dispute informally by contacting Oxington. If a dispute is not resolved within 30 days of receipt by Oxington, any resulting legal action must be resolved by a final and binding decision of an arbitral tribunal. Claims relating to the Terms of Use, Services or the Software are permanently barred if they are not asserted within one year of the event giving rise to the claim.

13.2 Arbitration rules

The arbitration will be conducted in Germany in accordance with the German arbitration rules. An arbitrator selected by you and Oxington will be appointed. The arbitration will be conducted in German or English. The arbitral award may be entered and enforced in any court having jurisdiction over you and Oxington.

13.3 No class actions

You may only resolve disputes with Oxington individually, and you may not proceed as a plaintiff or representative in a class or representative action.

13.4 Injunctive relief

Notwithstanding the foregoing, you agree that Oxington may seek injunctive relief (or equivalent equitable relief) in any court if you or others gain unauthorised access to the Services and the Software or use them in violation of the Terms of Use.

14. Audit rights

Businesses agree that Oxington has the right, no more than once every twelve (12) months and with seven (7) days' prior notice, to engage Oxington employees or an independent third party bound to confidentiality to audit your records, systems and equipment to confirm that your installation and use of Services or Software complies with the terms of valid licences from Oxington. In addition, you must provide Oxington with all requested documents and information within 30 days of a corresponding request. If the audit reveals that insufficient licences have been purchased, you must immediately purchase all necessary licences, subscriptions and maintenance and support services for the past period. If the underpaid fees exceed 5% of the value of the licence fees payable, you will also pay Oxington's reasonable costs of the audit.

15. Updates to the Services and Software and availability

15.1 Updates to the Services and the Software

Oxington may change, update or discontinue the Services and the Software (including individual parts or features) at any time without liability to you or any third party. However, in the case of changes to paid offerings, Oxington will make reasonable efforts to notify you of the change, update or discontinuation. If Oxington discontinues the Services or the Software entirely, Oxington will make commercially reasonable efforts to enable you to transfer your content, and you will receive a pro-rata refund of unused, prepaid fees.

15.2 Availability

The web pages describing the Services are accessible worldwide. However, this does not mean that all Services or features are available in your country, or that user-generated content made available via the Services is legal or available in your country. Access to certain Services may be blocked by Oxington or foreign governments in certain countries. It is your responsibility to ensure that the use of the Services is lawful in the country where you use them. The Services are not available in all languages.

16. No modification, no reverse engineering

Unless expressly permitted in the Terms, you may not (A) modify, port, adapt or translate any part of the Services or Software, or (B) decompile, disassemble or otherwise attempt to determine the source code, data representations or underlying algorithms, processes or methods within the Services or Software. If you are entitled under the laws of your country to decompile the Services or the Software in order to obtain information necessary for the operation of the licensed parts in conjunction with other software, you must first request this information from Oxington.

17. Miscellaneous

17.1 Notices to Oxington

You may send notices to Oxington at the following address: Oxington GmbH, Kressenweg 39, 12623 Berlin, Germany.

17.2 Notices to you

Oxington may provide you with notices by email, by post, by postings within the Services or by other legally permissible means. It is your responsibility to keep your account information up to date so that you can receive notifications.

17.3 Assignments

Without Oxington's written consent, you may not assign or otherwise transfer the Terms or your rights or obligations under the Terms, in whole or in part. Any such attempt is void. Oxington is entitled to assign Oxington's rights under the Terms of Use to a third party.

17.4 Contract provisions for governmental entities

If you are a US government agency or the Terms are subject to the Federal Acquisition Regulations (FAR), the Services and the Software provided under the Terms are "commercial items" within the meaning of 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" within the meaning of 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, as applicable. US federal agencies receive, as end users, a licence solely with the rights granted to all other end users under the terms set out herein. Unpublished rights are reserved to Oxington GmbH, Kressenweg 39, 12623 Berlin, Germany.

17.5 Headings

The headings used in these Terms are for convenience only and are not used to explain meaning or intent.

17.6 Severability

Should any provision of the Terms prove invalid or unenforceable for any reason, the remainder of the Terms shall remain in full force and effect.

17.7 No waiver

Oxington's failure to enforce or exercise any provision of the Terms of Use does not constitute a corresponding waiver.

17.8 Force majeure

Neither party shall be liable to the other for delays or failures in the performance of obligations (with the exception of your payment obligations to Oxington) if the delay or failure is due to unforeseen events beyond the reasonable control of the parties, such as strikes, blockades, wars, terrorism, riots, natural disasters or refusal of governmental or other official authority.