Liquidtool® Website and Services User Agreement

This Agreement, and all policies and additional terms posted on and in our Websites, Applications, Tools and Services govern the use of the Liquidtool Website liquidtool.com and its content (“the Content”) and the Services of Liquidtool Systems AG, a subsidiary of Koras AG (“Koras Group” or “KORAS”) described herein, the local and mobile applications related thereto and their use and integration into other Websites (“the Services”). For the purposes of this Agreement, the use of the Services therein shall also include the access to the Content on the Liquidtool Website.

Compliance with the Liquidtool Website and Services User Agreement The use of the Liquidtool Website and Services is subject to the User’s compliance with all Liquidtool terms and conditions, in particular with this Agreement.
Registration and Liquidtool Website Account
1. The use of the Services requires the registration of the customer as User. Liquidtool may make the use of the Services or individual functions of the Services or the extent to which individual functions can be used subject to further conditions, such as verification of registration data, useful life, payment behavior or the submission of certain proofs (e.g. proof of identity, purchase, payment or ownership). Registration is made by opening a personal Liquidtool login account (credentials representing the User, who must be a natural person, in the Liquidtool systems, enabling the User to access and use Services) in accordance with this Liquidtool User Agreement and the Liquidtool Data Privacy Notice, which the User confirms to have thoroughly read, understood, and to which he or she fully consents. Upon registration, a contract for the use of the Services is concluded between Liquidtool and the User. Furthermore, the purchase and use of certain Services may require the setup of a Liquidtool Payment Account (see also sect. 5.3 below). By setting up such an account, the User accepts the payment terms and this Agreement.
2. The exact formalities, such as the registration etc., are posted on the Liquidtool Website.
3. The data requested by Liquidtool during registration must be complete and correct. Liquidtool can but is not obliged to check the data entered by the User for their legality, correctness and completeness.
4. The telephone number must not be a payment service number and the address must not be a P.O. Box.
5. The registration of a legal entity or partnership may only be made by an authorized natural person who must be named. When registering natural persons, only individual persons may be indicated as holders of the Liquidtool account.
6. If the data provided changes after registration, the User is obliged to update the information in his Liquidtool account without delay.
7. Users must keep their password secret and carefully secure access to their Liquidtool account. Users are obliged to inform Liquidtool immediately if there are indications that a Liquidtool account has been misused by third parties or the login credentials have been compromised.
8. A Liquidtool login account (registered User) is neither transferable nor shareable.
9. Liquidtool reserves the right to delete User accounts with incomplete registrations or which are not used over a period of more than six (6) months (“Inactive Account”) after a reasonable time. Before deleting such an account, Liquidtool will duly inform the User and set a final period to remedy the deficiency (the “Cure Period”). If the incomplete information is completed or the Inactive Account is used again within the Cure Period, it will not be deleted.
License of Use of Liquidtool Website
1. License to Use the Services. During the time of, and subject to compliance with this Agreement, and in case of payable Services, following payment of the applicable fees for the Services, or in case of agreed payment upon invoicing: after due payment, the User will have the non-exclusive right
  - to use the Services as provided under this Agreement and as permitted by law;
  - to access, use or stream the Liquidtool Website and the Services, as expressly permitted by Liquidtool and subject to the restrictions set out in this Liquidtool User Agreement and the Liquidtool Data Protection Policy, for commercial use only. All rights, title and interest in the Services not expressly granted to the User in this Liquidtool User Agreement are reserved by Liquidtool and its licensors. In case of default in payment, Liquidtool has the rights set forth in sect. 8 below.
2. THE OPERATION OF THE LIQUIDTOOL WEBSITE DOES NOT RESULT IN OBLIGATIONS OF LIQUIDTOOL OTHER THAN EXPLICITLY DESCRIBED IN THIS LIQUIDTOOL USER AGREEMENT. IN PARTICULAR, (I) UNLESS EXPLICITLY PROVIDED IN THIS AGREEMENT OR OTHER AGREEMENTS OFFERED ON THE LIQUIDTOOL WEBSITE AND ENTERED INTO BY AND BETWEEN THE PARTIES, THE SERVICES OF LIQUIDTOOL DO NOT CONTAIN ANY SUPERVISION OF MANUFACTURING PROCESSES, INCLUDING THE MEASUREMENT OF LIQUID TOOL VALUES, LEVELS, OR OTHER PARAMETERS; (II) UNDER NO CIRCUMSTANCES WILL LIQUIDTOOL BECOME LIABLE FOR ANY PAYMENT TO THE USER FOR ANY DATA OR INFORMATION THAT THE USER PROVIDES UNDER THE LIQUIDTOOL USER AGREEMENT.
3. Certain functionalities and options of the Services may not be available for all Liquidtool Services or may require the additional registration and payment of extra fees. For the use of Liquidtool Services via mobile applications, Liquidtool may implement additional provisions for mobile devices.
4. Compliance with Laws. The User must comply with any and all applicable laws in connection with the use of the Liquidtool Website, the Services, the Services and the purchase and use of Services. In particular where the applicable law provides for use restrictions, e.g. for Users domiciled in certain countries, such regulations must be observed strictly. Liquidtool may request the User to prove its legitimation to use the Services.
5. Sale, Distribution or Assignment to Third Parties. The User may not sell, rent, lease, redistribute, broadcast, transmit, communicate, modify, sublicense, transfer, disclose or assign Services or the User’s rights to use Services to any third party without prior written and explicit authorization by Liquidtool, which may be withheld at Liquidtool’s sole discretion. Other group companies of the User registered at the Liquidtool Website and approved by Liquidtool qualify as authorized Users of the Liquidtool Website.
6. Capturing of Streams and Services. The User may not use the Liquidtool Website or Services in conjunction with any stream-ripping, stream capture or similar software to record or create a copy of any Services that is presented to the User in streaming or other format.
7. Sharing. The User may not share, and may not use the Liquidtool Website or the Services as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted in writing by Liquidtool in advance, and then only in the exact manner specified and enabled by Liquidtool.
8. Security Features. The User may not circumvent, disable, or defeat, nor assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management or encryption that protect, obfuscate or otherwise restrict access to the Liquidtool Website or any Services. If the User violates any security feature, the User may be immediately blocked from the Liquidtool Website and the Services and may incur civil or criminal liability.
9. Proprietary Notices. The User may neither remove any watermarks, labels or other legal or proprietary notices included on the Liquidtool Website, nor modify any features of the Liquidtool Website or the Content obtained through Liquidtool, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Services.
10. Defective Services. Once Services are available to the User through his account, the User shall check the Services as soon as reasonably possible to ensure that they function and perform as stated, and notify Liquidtool without delay if the User finds any errors or defects.
11. Removal or Unavailability of Services. Services and Content that the User accesses, uses or purchases will be available to the User through the Liquidtool Website (i) in the case of a purchase, for the period specified in the relevant service description; and (ii) in all other cases as long as Liquidtool decides to continue such Services. In certain cases (for example, if Liquidtool loses the relevant rights, discontinues a Service or Content, e.g. because they breach applicable terms or the law), Liquidtool may cease providing the User with access to certain Services that the User has purchased without compensation or refund. Liquidtool will provide the User with reasonable prior notice of any such removal or cessation.
12. Select, Copy and Paste. Select, copy and paste functions may be available for some text-based Services, and the User must use these features within the prescribed limits only.
13. Multiple Accounts. If the User has multiple Liquidtool accounts with different User names, in some cases the User may transfer Content out of an account and into another account, provided the User is the owner of each such account and provided Liquidtool has enabled a feature of the relevant service allowing such transfers.
14. Limits on access on Devices. Liquidtool may from time to time place limits on the number of Devices and/or software applications the User may use to access Services. In order to enforce such limits, Liquidtool may record and store the respective identification numbers.
15. Basic Use Requirements. To use the Service, the User may need a Device that meets the system and compatibility requirements for the relevant Services, which may change from time to time, as well as a working Internet access and compatible software. The User’s ability to use the Services and the performance of the Service by Liquidtool may be affected by these factors. Such system requirements are the User’s sole responsibility.
16. Data backups and appropriate security software. The User is fully responsible for establishing data backups and installing state of the art-security software on its Devices.
17. Updates and Changes. The User may need to install updates to the Services or related Liquidtool software that Liquidtool introduces from time to time to use access or download Services. Services originating from Liquidtool may communicate with Liquidtool servers from time to time to check for available updates to the Content and to the functionality of the Services, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, “Updates”).
18. If Liquidtool determines that an update will fix a critical security gap of the Liquidtool Website or an app downloaded by the User, Liquidtool may update its Services or any app the User has downloaded from the Liquidtool Website to a new version of such Services and app, irrespective of any update settings that the User may have selected before on the Liquidtool Website.
19. Liquidtool may, from time to time, update, change, or terminate some or all of the Liquidtool Website and device features and applications and/or the Content, provided that in case of changes or termination of the Liquidtool Website (in particular its features and applications) or the Content which materially limit or change the overall use of the Liquidtool Website and the Content, Liquidtool shall inform the User at its earliest convenience.
20. User accepts that the data stored on the Liquidtool Website and the Content may be transferred, stored and/or hosted outside of its country.
21. In order to provide and enhance its Services under the Liquidtool User Agreement, and for the purpose of enhancing or newly developing, producing and distributing its Devices or the Liquidtool Website and providing Services under this User Agreement, Liquidtool may share the data or information on the Services with other companies of the KORAS Group or third parties, which shall comply with the confidentiality and data protection obligations set forth in this Agreement.
22. Unauthorized Access to Accounts. The User must keep the User details (login credentials) secure and must not share them with anyone else. The User must not collect or share data of other Users of the Liquidtool Website, or of other Users of the Services.
23. Malware protection. To protect the User against malicious third-party software (malware), Liquidtool may (without any obligation to do so) receive information about the User’s devices, device’ network connections, the operating system, and third-party apps, and warn the User if it considers an application to be unsafe, or remove or block its installation on the User’s Device if it is known to be harmful to devices, data or Users. The User may choose to disable these protections in the Liquidtool Settings on the User’s Device, if any, and if such Settings permit the User to do so. However, apps installed through the Store may continue to be analyzed for security issues by Liquidtool.
24. Rights to Stored Data. The User retains any rights that he already holds in the data when uploading or introducing the data into the Liquidtool Website unless this User Agreement would provide otherwise with regard of the use of the data. After termination of the contract, Liquidtool is entitled to delete the customer’s data stored on the Liquidtool platform.
25. Geographic Restrictions. Liquidtool cannot grant that the Liquidtool Website and the Services are available in all countries. The User agrees that it will not present any false, inaccurate or misleading information in an effort to misrepresent himself as a resident of a supported country, and the User will not attempt to circumvent any restrictions on access to or availability of the Liquidtool Website and the Services.
26. Compliance with Settings. The User must observe and comply with any settings or parameters set by Liquidtool or a copyright holder in connection with the Liquidtool Website and the Services.
Availability
1. Liquidtool strives to ensure the non-interrupted functionality of the Liquidtool Website and the Services (“best efforts”). Nevertheless, there are events that can lead to non-availability (in full or in part), system failures, power failures, pandemics, acts of terror, natural disasters or force majeure events. Liquidtool therefore cannot guarantee the uninterrupted and full availability of the Website and of the Services. The Parties may agree on service levels related to the Services in separate agreements.
2. The right of the Users to access the Liquidtool Website and to use the Services only exists within the scope of the current state of the art.
3. Liquidtool may temporarily limit its Services if this is necessary with regard to capacity limits, the security or integrity of the servers and data or for the implementation of technical measures and this serves the proper or improved provision of the Services (such as maintenance work). In these cases, Liquidtool takes into account the legitimate interests of the Users, e.g. by providing advance information.
4. In the cases of sect. 4.1-4.3, the Users will be duly informed
5. For safety reasons and in order to further develop the Liquidtool Website, Liquidtool may monitor the User’s use of the Liquidtool Website. In doing so, Liquidtool may use cookies and other electronic features disclosed to the User when entering the Liquidtool Website.
6. Liquidtool may furthermore control, or have controlled by a third party, the rightful use of the Liquidtool Website. Such third party shall be obliged to use and keep the information related to the Liquidtool Website and the use thereof confidential and to only communicate it to Liquidtool.
7. In case of misuse of the Liquidtool Website, Liquidtool is entitled to immediately terminate the Liquidtool User Agreement and resort to the measures provided under sect. 3 above.
Purchases and Payments
1. Free Services. Liquidtool may allow the User to download, view or use certain Services free of charge. Any terms and conditions that apply to Services also apply to free Services, except with respect to payment-related matters. Liquidtool may impose limitations on the User’s access and use of certain free Services any time.
2. Purchase of Services. The contract for the use of the Liquidtool Website and the purchase and use of the Services is completed once the User receive an email from Liquidtool confirming the User’s purchase of that Content. The Parties may agree that this Agreement and / or terms and conditions for the purchase of Services or devices (“the Contract”) shall automatically renew unless either Party terminates it on the Liquidtool Website, provided that the renewal of the Contract is conditioned upon due and full payment of the Service Fee.
3. Payments. In order to use the Liquidtool Website and the Content and to purchase Content through the Liquidtool Website, the User must agree to the payment terms as specified in the Liquidtool payment terms of service for the respective Services or devices. The payment terms and the Data Privacy Notice also apply whenever the User wants to purchase Services or Devices.
4. Pricing. Pricing and availability of all Content displayed on the Liquidtool Website may be changed by Liquidtool from time to time.
5. Taxes. The prices are exclusive of tax, international indirect tax (e.g. VAT), Digital Service Tax, etc. and customs duties. All taxes that may apply shall be borne exclusively by the User.
6. Gross-up. If a tax deduction is required by law, the amount of the payment due shall be increased to the extent that after the applicable tax deduction, the full amount due is paid. Any User who is required to make a tax deduction shall make such tax deduction and any payment required in this regard within the time allowed and, in the amount, required by law.
Authorized Use of Data by Liquidtool
1. By making data available to Liquidtool, the User grants Liquidtool and the KORAS Group companies an irrevocable, free of charge, non-exclusive, temporally and territorially unlimited right to use these data, online and offline, during and after termination of the contractual relationship between Liquidtool and the user, using any technical means worldwide; and to systematize, analyze and index, summarize, shorten, rearrange, reduce, enlarge, translate or otherwise edit using analog or digital techniques; and to archive these edits in the original or edited form in electronic databases together with other content solely for the purpose specified in Section 6.2.
2. Liquidtool and the KORAS Group companies may use the data as follows:
  - for analyses made with the Liquidtool Analyzer®;
  - for all other analysis of data (including the analysis of Liquidtool Devices used by the User in the Liquidtool laboratory by remote access tools) for testing purposes, the purpose of optimizing the production process of the Users, optimizing the Services, the Liquidtool Devices and the use of Liquidtool Devices by the Users, and the development and distribution of new Liquidtool Devices;
  - for the establishment of lubrication plans and for Customized Fluid Management (CFM);
  - for the generation of alarm notices from Liquidtool to the User related to the use of Liquidtool Devices with the User;
  - to inform the Users of new Liquidtool Devices or their optimized use with user machinery, in particular with regard to process stability, efficiency and cost saving measures, and to submit offers in this context;
  - for the development of customized Liquidtool Devices for the Users;
  - for the development or improvement of the products of the KORAS Group companies;
  - for the publication of statistics if the data has been evaluated on the basis of at least 10 Users, provided that the names of the Users are not published;
  - for all other use described in this Agreement.
  - For such purposes, Liquidtool may, but is not obliged to, collect data concerning the use of Devices, the use of probes, the evaluation of machine data during the processing of work parts, the consumption of Liquidtool Devices or alike, provided that the collection, storage, use and analysis of Data by Liquidtool does not create any obligations of Liquidtool unless explicitly provided in this or other Agreements between Liquidtool and the User.
Use of Data by Liquidtool Distributors
1. The data stored on the Liquidtool Website may be used by licensed distributors of Liquidtool Products (“Distributors”) for the purpose of providing Services to Liquidtool and Liquidtool Users within the purpose of this Agreement, provided that the Distributor only has access
  - on a name basis: to the data of the Liquidtool Users serviced by it (provision of Services, sale of Devices);
  - on a no-name basis: to all data on the Liquidtool Website in the same way as the Users.
Sanctions, suspension and termination
1. Liquidtool may take the following measures if there are concrete indications that a User violates legal regulations, rights of third parties or the Liquidtool User Agreement, in particular in case of default in payment, or if Liquidtool has another legitimate interest, in particular for the protection of Liquidtool or other Users from illegal activities or for compliance with national and international law, including export control and sanction law:
  - restrict the use of the Services;
  - delete data or other User content;
  - temporarily restrict access to the User account; or
  - permanently or temporarily exclude and block the User and delete the data or other User content.
2. When choosing a measure under sect. 8.1 above, Liquidtool takes into account the legitimate interests of the concerned User(s) and the adequacy of the measure(s), whereby Liquidtool shall always be entitled to suspend the Services in the event of default in payment. Liquidtool is furthermore entitled to terminate the contract immediately and without further ado after unsuccessful request for payment.
3. Liquidtool can finally exclude and block a User from the use of the Services, if the User
  - provided false contact details;
  - transfers his Liquidtool account (login credentials) to a third party or grants third parties access to it;
  - damages other Users or Liquidtool;
  - uses the Liquidtool login account in an unlawful way;
  - repeatedly violates the Liquidtool User Agreement; or
  - if there is another important reason to block the User.
4. After a User has been permanently blocked, there is no claim to restoration of the blocked Liquidtool account or to the opening of a new User account.
5. Users may terminate the Liquidtool User Agreement at any time.
6. Liquidtool may terminate the Liquidtool User Agreement at any time by giving 14 days’ notice to the end of a month, provided that the rights under sect. 3.1 remain reserved.
7. As soon as a User has been blocked, he or she may no longer use the Services and may not log in with other Liquidtool accounts. A blockage of a User has no effect on the validity of orders already placed or contracts concluded unless expressly stated by Liquidtool to the contrary.
8. Notwithstanding the reason of termination, Liquidtool will not refund any payment the User has made so far.
Ownership of Data
1. All data concerning the use of the Liquidtool Devices and their properties and their behavior in the production process belong to the User. Liquidtool is only authorized to use this data within the scope of this Liquidtool User Agreement.
2. For the avoidance of any misunderstanding, the User has no right on the Liquidtool Devices which were optimized or newly developed based on the collected data. The sole ownership thereon and rights, in particular IP rights, belongs to Liquidtool.
3. Upon termination of the Agreement, the User may request Liquidtool to delete all information of the natural persons details Liquidtool has stored about this User.
4. Liquidtool may continue to use data describing historic actions, events, and operations (logs) for statistical and big data analytics on a no-name basis. For this purpose, Liquidtool will delete all information about the Users’ corporate identity, facilities, and configurations by pseudonymizing/anonymizing the data as far as possible and reasonable (in particular long-term logs may be excluded thereof). Liquidtool will inform the User about the deletion, anonymization, and pseudonymization. Should the User not be satisfied therewith, the parties may agree on an extension of the deletion, provided that the User pays for the respective effort of Liquidtool.
IP protection (patents, trademark, design and copyright rights, know-how, concepts, domain names, etc.)
1. The Liquidtool Website and the Services provided thereunder are proprietary to Liquidtool and all rights, title and interest in and to the Liquidtool Website and the Services, and all patents, trademarks, trade secrets, copyright, know-how and other intellectual property rights related thereto, shall remain solely and exclusively with Liquidtool.
2. The User shall not modify, reverse engineer, design around, replicate, disassemble or create derivative works based on the Liquidtool Website content and the Services or any component thereof. Liquidtool is and shall be the sole and exclusive owner of all right, title and interest in and to, and the User hereby assigns to Liquidtool all of User’s rights, title and interest in and to, all inventions (whether or not protectable under patent, copyright or other laws), discoveries, developments, innovations, works of authorship, software, designs, know-how, feedback, ideas (whether or not protectable under trade secret laws), technology and other rights made, created, developed, conceived or reduced to practice in connection with, related to, or arising out of, goods or deliveries or the collaboration related to the Liquidtool Website and the Services, provided that sect. 9.1 above shall remain reserved. The User shall take all actions reasonably necessary to accomplish or give effect to the ownership provisions set forth in this Section 10.
Confidentiality The User shall keep the features and the functionalities of the Liquidtool Website, including the Services and the results thereof, confidential.Liquidtool shall only use the data for the use set forth in this Liquidtool User Agreement.
Limitation of Liability
1. Liquidtool is only liable for intent and gross negligence of Liquidtool, its legal representatives, executive employees or agents. Any other liability of Liquidtool is excluded, provided that the application of Swiss mandatory law, such as the product liability law, remains reserved.
2. In particular, Liquidtool has no liability whatsoever related to the use of data by Users which is non-compliant with this Agreement, or any other Agreement entered into between Liquidtool and the User.
3. Liquidtool is not obliged to check the compliance of the User software and/or hardware with the Liquidtool Website. Liquidtool excludes all liability for non-availability of the Liquidtool Website or loss of data of the User due to such non-compliance. Furthermore, Liquidtool is not obliged to verify the accuracy and completeness of data filled into the Liquidtool Website Database and excludes all liability related thereto.
Changes and Amendments to This Agreement or General Terms and Conditions
1. Liquidtool may change or amend this Agreement or the general terms for the purchase of Liquidtool Services and Devices (“the Contract”) from time to time. In such case, the User will be asked to accept the new terms before the User’s next purchase of or access to the Services. Once the User has accepted the new terms, they will apply to the User’s use of all Services (including Services the User has purchased in the past) and all subsequent purchases, until Liquidtool notifies the User of further changes or amendments.
2. If the User refuses to accept the updated terms then the User will not be able to access and purchase any further Services through the Liquidtool Website, and the latest version of the Contract that the User accepted will continue to apply until the end of the respective subscription period. The User will then no longer be able to use the Liquidtool Website to access or use the Services, or related support Services governed by the changed Contract. To access or use the Content the User has already bought or related support Services on the Liquidtool Website, however, the User may renew its subscription, which will be governed by the terms of the new Terms and Agreement.
Further Services
1. Further Services provided by Liquidtool, such as the use of sensors and further web applications («Liquidtool Apps») may be regulated in specific terms and conditions related thereto.
Governing Law and Venue; Order of Precedence
1. This Agreement shall be exclusively governed by, and construed and interpreted in accordance with, the substantive laws of Switzerland without regard to principles of conflicts of law and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods 1980.
2. The Parties hereby consent to the exclusive jurisdiction of the state courts of Berne, Switzerland in connection with any matter or dispute arising out or in connection with this Agreement.
3. In case of differences between the terms and conditions of Liquidtool, the following rules applies:
  - This Agreement constitutes the basic understanding between the Parties for the use of the Content as set forth in the preamble above.
  - If general terms and conditions for specific devices or services apply, the rules set forth therein prevail over this Agreement. To the extent such general terms and conditions remain silent, this Agreement applies.
  - If different versions of the same general terms and conditions exist, the later prevail subject to the terms set forth in sect. 13 above. .
4. Should any provision of this Agreement or terms and conditions thereunder be or become unenforceable, this shall not affect the validity of any other provision of this Agreement. The Parties agree to replace such provision by another provision or provisions, which will as closely as possible reflect the original intention of the Parties and the economic purpose of the Agreement and such terms and conditions. The same applies to gaps therein.
Miscellaneous
1. For the purpose of fulfilling the contract and exercising the rights to which Liquidtool is entitled under this Agreement, Liquidtool may any time make use of other KORAS companies.
2. With a period of notice of four weeks, Liquidtool is entitled to transfer all or part of its rights and obligations arising from this contractual relationship to another KORAS company.

Hasle-Rüegsau, 23 May 2022

Liquidtool® Website and Services User Agreement

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