Terms and Conditions

Last updated: May 15, 2024

Welcome to CloudTech Studio. These Terms and Conditions ("Terms") govern your use of our website (cloudtechstudio.de) and the services we provide. By accessing our website or using our services, you agree to these Terms. If you do not agree with these Terms, please do not use our website or services.

1. Definitions

Throughout these Terms, the following definitions apply:

• "Company," "we," "us," or "our" refers to CloudTech Studio, with its registered address at Ida-Gross-Ring 716, 86478 Kreuztal, Germany.
• "Website" refers to cloudtechstudio.de.
• "Services" refers to the cloud services, mobile app development, game development, and other related services offered by CloudTech Studio.
• "Client," "you," or "your" refers to any individual or entity that uses our Website or Services.
• "Content" refers to any information, data, text, software, graphics, messages, or other materials that are displayed on or transmitted through our Website or Services.
• "Intellectual Property" refers to all patents, trademarks, service marks, trade names, domain names, copyrights, designs, database rights, and other intellectual property rights, whether registered or unregistered.

2. Acceptance of Terms

By accessing or using our Website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

We reserve the right to update or modify these Terms at any time without prior notice. Your continued use of the Website or Services after any such changes constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically.

3. Description of Services

CloudTech Studio provides various technology services, including but not limited to:

• Cloud infrastructure design, implementation, and management
• Mobile application development for iOS and Android platforms
• Game development for various platforms
• Software consulting and development
• Technical support and maintenance

The specific details, scope, deliverables, timeline, and pricing for each Service will be outlined in a separate Service Agreement or Statement of Work agreed upon by both parties.

4. User Accounts

Some features of our Website or Services may require you to create an account. When you create an account, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete. You are solely responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

We reserve the right to disable your account at any time, including if we believe that you have violated these Terms or if your account has been compromised.

5. Client Responsibilities

As a client, you are responsible for:

• Providing accurate and complete information necessary for the delivery of our Services
• Providing timely feedback, approvals, and decisions when requested
• Ensuring that you have all necessary rights to any content, materials, or information you provide to us
• Complying with all applicable laws and regulations
• Using our Services in a manner consistent with these Terms and any applicable Service Agreement
• Maintaining the confidentiality of any credentials, passwords, or access information provided by us

6. Fees and Payment

Fees for our Services will be outlined in a separate Service Agreement or Statement of Work. Unless otherwise agreed in writing:

• All fees are quoted in Euros (€) and do not include applicable taxes
• Payment terms are net 30 days from the date of invoice
• Late payments may be subject to interest charges of 1.5% per month or the maximum rate permitted by law, whichever is less
• You agree to reimburse us for any reasonable expenses incurred in connection with the Services, provided such expenses are pre-approved by you
• We reserve the right to suspend Services if payment is not received according to the agreed terms

7. Intellectual Property Rights

7.1. Our Intellectual Property

The Website and all of its original content, features, and functionality, including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, are owned by CloudTech Studio, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms do not transfer any of our Intellectual Property to you, nor do they grant you any license to use our Intellectual Property except as expressly provided herein or in a separate written agreement.

7.2. Client Materials

You retain all ownership rights in any materials, content, data, or information you provide to us in connection with our Services ("Client Materials"). You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify the Client Materials solely for the purpose of providing the Services to you.

7.3. Deliverables

Unless otherwise agreed in a separate Service Agreement:

• Upon full payment of all applicable fees, we will assign to you all rights, title, and interest in the custom deliverables created specifically for you as part of our Services
• We retain ownership of any pre-existing materials, tools, frameworks, or components that we incorporate into the deliverables
• We retain the right to use and incorporate into our work any general knowledge, skills, and expertise acquired during the provision of Services

8. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services, including but not limited to business plans, technical information, customer data, and financial information ("Confidential Information").

Each party agrees to:

• Use the same degree of care to protect the confidentiality of the other party's Confidential Information that it uses to protect its own Confidential Information
• Not disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party
• Use the other party's Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms or an applicable Service Agreement

These confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure by the disclosing party
• Is independently developed by the receiving party without use of the disclosing party's Confidential Information
• Is required to be disclosed by law or legal process, provided that the receiving party provides prompt notice to the disclosing party if legally permissible

9. Term and Termination

9.1. Term

These Terms will remain in effect until terminated by either party as provided herein. Any specific Service Agreement may specify its own term and termination provisions.

9.2. Termination by You

You may terminate these Terms at any time by ceasing to use our Website and Services and providing written notice to us. If you have an active Service Agreement, termination will be governed by the terms of that agreement.

9.3. Termination by Us

We may terminate these Terms or suspend your access to our Website and Services at any time, with or without cause, and with or without notice. In particular, we may terminate or suspend your access immediately if:

• You breach any provision of these Terms
• You fail to make any payment when due
• We believe, in our sole discretion, that your actions may cause legal liability for you, our users, or us
• We decide to cease offering the Website or Services

9.4. Effects of Termination

Upon termination:

• Any outstanding payment obligations will become immediately due
• Any licenses granted under these Terms will terminate, except as expressly specified otherwise
• Each party will return or destroy all Confidential Information of the other party upon request
• Sections of these Terms that by their nature should survive termination will survive, including but not limited to intellectual property, confidentiality, warranty disclaimers, limitations of liability, and dispute resolution provisions

10. Warranties and Disclaimers

10.1. Our Warranties

We warrant that:

• We will perform the Services with reasonable care and skill in accordance with generally accepted industry standards
• We will comply with all applicable laws in the performance of the Services
• We have the right to enter into these Terms and to grant the rights and licenses provided herein

10.2. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPLICITLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

WE CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION YOU PROVIDE WILL NOT BE INTERCEPTED, ACCESSED, DISCLOSED, ALTERED, OR DESTROYED BY BREACH OF ANY OF OUR SECURITY MEASURES.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE WEBSITE OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL OUR AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE WEBSITE OR SERVICES EXCEED THE GREATER OF (1) THE AMOUNTS PAID BY YOU TO US DURING THE 12 MONTHS PRECEDING THE CLAIM, OR (2) €500.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

12. Indemnification

You agree to indemnify, defend, and hold harmless CloudTech Studio and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from:

• Your violation or breach of any term of these Terms or any applicable law or regulation
• Your violation of any rights of any third party
• Your use or misuse of the Website or Services
• Any content or materials you submit, post, upload, or otherwise provide to us or through our Website or Services

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent.

13. Dispute Resolution

13.1. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Germany, without giving effect to any principles of conflicts of law.

13.2. Negotiation

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, the parties shall first attempt in good faith to resolve such matter through negotiation between individuals who have authority to settle the dispute.

13.3. Mediation

If the dispute cannot be resolved through negotiation within 30 days, either party may initiate mediation by providing written notice to the other party. The mediation shall be conducted in Germany in accordance with the mediation rules of the German Institution of Arbitration (DIS).

13.4. Arbitration

If the dispute is not resolved within 60 days after the initiation of mediation, or if either party refuses to participate in mediation, the dispute shall be finally resolved by binding arbitration administered by the German Institution of Arbitration (DIS) in accordance with its arbitration rules. The seat of arbitration shall be Berlin, Germany. The language of the arbitration shall be English. The number of arbitrators shall be one or three, depending on the size and complexity of the dispute.

13.5. Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief to prevent the unauthorized use or disclosure of its confidential information or intellectual property in any court of competent jurisdiction.

14. Changes to Terms

We may revise these Terms at any time by posting an updated version on our Website. The updated Terms will be effective as of the date of posting. Your continued use of the Website or Services after the effective date of the updated Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Website and Services.

For material changes to these Terms, we will make reasonable efforts to provide you with advance notice, such as through a prominent notice on our Website or by email if you have provided contact information. However, we may make changes to these Terms without notice for legal or administrative reasons, or to correct inaccurate statements.

It is your responsibility to review these Terms periodically to stay informed of updates.

15. General Provisions

15.1. Entire Agreement

These Terms, together with any Service Agreements and other documents expressly incorporated by reference, constitute the entire agreement between you and us regarding the Website and Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter.

15.2. No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our authorized representative. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

15.3. Severability

If any provision of these Terms is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, it shall be severed from these Terms. The remaining provisions of these Terms will remain in full force and effect.

15.4. Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without our prior written consent. We may assign these Terms, or any rights or obligations hereunder, at any time without notice.

15.5. No Third-Party Beneficiaries

These Terms do not confer any rights, benefits, or remedies on any person or entity other than you and us.

15.6. Force Majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, or shortages of transportation facilities, fuel, energy, labor, or materials.

15.7. Notices

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the Website or via email if you have provided contact information. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

16. Contact Information

Thank you for choosing CloudTech Studio. We look forward to working with you.