Terms & Conditions

Last updated: 31 October 2020

1 Introduction

Please read these Terms & Conditions  (the “Terms”) carefully before using any of the services (the “Service”) provided by OptaKey UG (haftungsbeschränkt) (“OptaKey”, “us”, “we”, or “our”). The access to and use of the Service is conditioned on the acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others (the “Client”, “you”) who access or use the Service. By accessing or using the Service the Client agrees to be bound by these Terms. If the Client disagrees with any part of the Terms then the Client may not access the Service.

2 Description of Service

OptaKey UG (haftungsbeschränkt) provides a range of Google add-ons designed for Google Suite which help the Client automate processes and enhance the power and usability of Google Suite applications such as Google Sheets, Google Docs or Gmail. Some of these add-ons are free to use while others can only be used after the Client has paid for them.

The Service is offered and provided subject to these Terms and solely for the Client’s business purposes. The Client may connect to the Service using any Internet browser supported by the Service.

The Service requires a Google account that will be used to access the Service configuration console and a datasource which will contain the data processed by the Service. The Client understands and acknowledges that the Client is solely responsible for obtaining the Internet access and all equipment necessary to use the Service, for appropriately configuring the Client’s Google account and for creating and managing the datasource and their content. All fees associated with the foregoing shall be paid by the Client.

3 Warranties & Disclaimers

OptaKey UG (haftungsbeschränkt) provides the Services using a commercially reasonable level of skill and care. OptaKey provides the services on an “as is” basis. OptaKey makes no warranty as to the quality or performance of the Service.

OptaKey makes no warranties, expressed or implied, and hereby disclaim and negate all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. In no event shall OptaKey be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the Service.

4 Use of Service

4.1 Access to the Service

Access to the Service is only available to the Client. Upon installation of the Service, the Client will configure the applicable datasource(s) which contain the data to be processed by the Service, as required by the Service. If the Service requires payment by the Client, OptaKey will grant access to the Service as soon as possible but no later than seven days after the payment by the Client was received by OptaKey.

If the Client loses or is denied access to the Service by a third-party (including Google, the Google Workspace Marketplace or any other Google Service) OptaKey is not responsible to re-establish access to the Service. If the Client loses or is denied access by a third party to a Service that was paid for, OptaKey is not required to reimburse the Client.

4.2 License to the Client

Subject to Client’s compliance with these Terms and the Google Acceptable Use Policy (available at https://cloud.google.com/terms/aup), including, without limitation, Client’s payment of all applicable fees, OptaKey hereby grants the Client a limited, revocable, non-transferable non-exclusive, non-sublicensable license to access and use the Service, solely for the Client’s own internal use.

The Client is at all times fully responsible and liable for all of the Client’s acts and omissions. This specifically includes all actions and omissions by any user to whom the Client has granted access to the Service. The Client agrees to indemnify OptaKey for all claims and losses related to any such acts and/or omissions.

5 Changes & Amendments

OptaKey reserves the right, at their sole discretion, to modify, amend or replace these Terms at any time. If a revision is material OptaKey will try to provide at least 30 days’ notice prior to any material change to the Terms. What constitutes a material change will be determined at OptaKey’s sole discretion. The Client may terminate the use of the Service if the Terms are modified in a manner that substantially affects the Client’s rights in connection with use of the Service. If the Client continues to use the Service after any such changes this shall constitute the Client’s consent to such changes.

If the Client – as a result of a change of these Terms – decides to terminate the use of a Service for which the Client paid for, OptaKey is not required to reimburse the Client.

6 Restrictions on Use

In addition to all other terms and conditions contained herein, the Client shall not and shall not permit others to:

  1. copy, modify, adapt, translate or otherwise create derivative works of the Service;
  2. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service;
  3. rent, lease, sell, assign or otherwise transfer rights in or to the Service;
  4. remove any proprietary notices or labels from the Service;
  5. use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service;
  6. use the Service for any illegal or unauthorized purpose;
  7. otherwise use the Service in violation of any laws in the Client’s jurisdiction (including but not limited to copyright laws).

This list of prohibitions provides examples and is not complete or exclusive.

7 Liability & Indemnity

The Client shall be responsible for and shall, as a primary obligation, indemnify and hold harmless OptaKey, its officers, directors, employees, affiliates, agents, licensors, and business partners from and against any and all costs, damages, liabilities, proceedings, demands, and expenses (including legal fees) and penalties whatsoever arising from

  1. A breach by the Client of any of its obligations to OptaKey;
  2. Any failure of the Client to comply with any applicable law, rule, regulation, copyrights, trademark rights or other rights of any third party;
  3. Any content of the Client that is processed by the Service violating any applicable law, rule, regulation, copyrights, trademark rights or other rights of any third party.

8 Termination

OptaKey may terminate or suspend access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if the Client breaches the Terms. If the Client pays for the Service on a subscription basis, the subscription ends immediately upon termination by OptaKey. If the Client has paid a one-time fee for access to the Service, OptaKey is not responsible to reimburse the Client upon termination by OptaKey.

The Client may terminate the Service at any time by uninstalling the add-on through the Google account used for accessing the Service. If the Client pays for the Service on a subscription basis, the Client is responsible for informing OptaKey in writing if the Client desires to terminate the subscription as well. If the Client has paid a one-time fee for access to the Service, OptaKey is not responsible to reimburse the Client upon termination by the Client.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

9 Intellectual Property Rights

The Client hereby acknowledges and agrees that, subject to the limited rights granted hereunder, OptaKey (or its licensors) own all legal right, title and interest in and to the Service, including, without limitation, any intellectual property rights or other proprietary rights which exist in the Service (whether such rights are registered or unregistered, and wherever in the world those rights may exist). The Client shall not use any trademark, trade name, logo or other insignia similar to OptaKey’s or its Services.

10 Privacy & Ownership

The Client retains all rights, titles and interests in any and all data, files, attachments, text, images, personally identifiable information, and other content that the Client uploads or submits to or processes through the Service. The Client may not upload, post or otherwise make available through the Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party. It is the Client’s responsibility to determine whether any material is protected by any such right. The Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all of the Client’s content.

The use of information collected through the Service shall be limited to the purpose of providing the Service for which the Client has engaged us. OptaKey reserves the right to disclose the Client’s personal information as and if required by law and/or when OptaKey believes that disclosure is necessary to protect OptaKey’s rights, protect the Client’s safety or the safety of others, investigate fraud and/or to comply with a judicial proceeding, court order, or legal process.

11 Governing Law & Jurisdictions

These Terms, their interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by, the laws of the Federal Republic of Germany. Both parties hereby irrevocably submit any disputes under these Terms to the jurisdiction of the courts located in the Federal Republic of Germany.