Acceptance
By placing a purchase order for a subscription to the Service, or by installing, accessing or using the Service, you agree to be bound by these Terms of Use.

Web Service
If you purchase a Txture® web service subscription, we will provide the Service to you for the Subscription Period, subject to compliance with these Terms of Use. 
You may access and use the Service solely for your Internal Purposes and limited to the agreed number of Applications. Your Authorized Users may access and use the Service on the same terms. 
We will make the Service available to you consistent with the manner in which we make it generally commercially available to users with the same subscription as you. The Service and its specification are subject to change without prior notice.

Trial Subscription
If we expressly make the Service available as a trial, you and your Authorized Users may access and use the Service during the Trial Period for trial and evaluation purposes only. Trial subscriptions are made available as-is and without any warranty or liability. 

All Rights Reserved
You acknowledge and agree that we and our licensors and suppliers will have all ownership of and all rights with respect to the Service and any other information or material we may provide or make available to you, as well as any materials or other information based on, derived from or otherwise using any of the foregoing. The structure and organization, the underlying algorithms, the protocols, data structures, the source code and the APIs constitute our proprietary and confidential information, and you will not disclose such information to third parties other than as required for the use of the Software in the ordinary course of business.
We reserve all rights in and to the Service. You may not decompile, disassemble, reverse engineer or otherwise attempt to discover the structure or organization, underlying algorithms, protocols, data structures or the source code of the Service.

Your Content
You own all rights in Your Content. We will not use Your Content except (a) as is necessary to provide the Service and any related maintenance or support services; (b) on an anonymized basis for quality control, product analysis and product improvement purposes during the term and after expiration or termination of your subscription; or (c) as may be required to comply with our legal obligations.
You are responsible for all of Your Content and for ensuring that Your Content and its use with the Service complies with all applicable laws and regulations and these Terms of Use. You warrant that Your Content will not infringe or misappropriate any intellectual property or proprietary rights of any person or violate any applicable laws or regulations. You acknowledge that online services may suffer occasional disruptions or outages, and you may not be able to retrieve Your Content as a result. We recommend that you regularly backup Your Content to your own storage. You are at all times responsible for storing and maintaining any such backup copies of Your Content.

Usage limitations
You acknowledge and agree that any decision to implement recommendations, or to act on any calculation or information provided by or through the Service, is yours alone and you must make such decisions based on your independent technical and business judgment. If you make a decision based on such a recommendation, calculation or information, we will not be responsible for any specific outcome. 
You may not sublicense, distribute, transmit, sell, lease, rent, loan or otherwise make available all or any portion of the Service  to a third party or provide any functionality of the Service to a third party.
You will not: (a) use the Service in any way that is fraudulent or otherwise unlawful; (b) use the Service in connection with any inherently dangerous application, including any application that could result in death, personal injury, catastrophic damage or mass destruction; (c) interfere with or disrupt the operation of the Service or the servers or networks used to make it available, including by hacking or defacing any portion of the Service; (d) attempt to probe, scan or test the vulnerability of the Service or to breach or circumvent any security or authentication measures used by the Service; (e) use the Service as storage for “remote loading” or as a “door” or “signpost” to other web pages or internet resources; (f) impersonate any other individual or entity or falsely state or otherwise misrepresent your affiliation with any person or entity; (g) collect content or information, from or with the Service, using automated means (such as any robot, spider, site search/retrieval application or other device to retrieve, index, “scrape,” or “data mine”); (h) post, transmit or otherwise make available using the Service any information or material that is or may be: false, fraudulent or otherwise unlawful or tortious, infringing third party rights, subject to official confidentiality treatment, or any secret codes, countersigns, crypto-currency, passwords or other similar information, or any malware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, limit the use of, or monitor the use of, any hardware, software or equipment.

Term and Termination
Your subscription becomes effective upon your acceptance of these Terms of Use (see above) or on the agreed starting date, whichever is later. Unless terminated earlier in accordance with this paragraph, your subscription will remain in force until the end of the then current Subscription Period or Trial Period, as the case may be. 
Trial subscriptions automatically expire at the end of the Trial Period.
For paid subscriptions, at the end of the Subscription Period your subscription will automatically renew for a period of the same length as the original Subscription Period, and such renewal period will constitute the new Subscription Period.
In each case, either party may terminate the subscription with immediate effect, if the other party materially breaches the Terms of Use and fails to remedy its breach within 30 days of being notified thereof in writing. We may also terminate this subscription with immediate effect if you fail to pay the agreed subscription fees in time.
If your subscription expires or terminates, you must download and save Your Content on your computer within 24 hours and otherwise stop using the Service immediately.

Limited Warranty
Trial subscriptions are provided as-is and without any warranty.
For paid subscriptions, you acknowledge and agree that, like any web service, the Service is not error-free and that we will have no obligations with respect to any temporary interruptions or errors that do not materially impair the functionality of the Service. With these limits, we warrant that the Service will provide the general features and functions described in the specification. Unless otherwise agreed in writing, our warranty period is 90 days from the date of purchase. Your only remedy for any breach of this warranty will be for us, at our option, (a) to attempt reasonably to remedy the breach or (b) to refund any subscription fees you paid during the warranty period and to terminate the subscription early. 

Limited Liability
We will not be liable for slight negligence, consequential damages, purely financial damages (bloße Vermögensschäden) or lost profits. 

Privacy and Data Security
We are committed to protecting your privacy. Our Privacy Statement sets forth how we may collect, use, store and process personal information and how you may request deletion of personal information. You acknowledge that you have read and understand the Privacy Statement.
If Your Content includes personal data, you must notify us in advance and sign a copy of our standard Data Processing Agreement.
Our data security measures we put in place to protect Your Content are described in the Data Processing Agreement as well as in a Data Security Exhibit which we will provide to you on request.

Export
When you access or use the Service, you must comply with the export control and international trade laws and regulations of the United States, the Republic of Austria and of any other country whose laws apply to you. In particular, you must not access or use the Software from within a U.S. sanctioned location or if you appear on any U.S. government restricted parties list. You must obtain U.S. government and any other required authorization before you obtain, access or use, or allow any third party to obtain, access or use the Service for a U.S.-restricted end use. Restricted end uses include, but are not limited to, work on nuclear, chemical or biological weapons or on missile systems capable of delivering them.
 
Changes
We  reserve the right to modify these Terms of Use. If we do so, we will give you at least 30 days’ prior notice by email, physical mail or through a display when you use the Service. Until the effective date of the change, you may object to the modification by email or physical mail. In this case, the modification will not take effect and your subscription will continue to be governed by the Terms of Use then in effect; however, your subscription will expire at the end of your then current Subscription Period and will not be able to renew.  If, on the other hand, you do not object to the modification as set out above, this modification will become effective in accordance with our notice.

General
These Terms of Use are governed by Austrian laws, without reference to its rules on the international conflict of laws. The parties submit to the exclusive jurisdiction of the commercial court Vienna (Handelsgericht Wien). Notwithstanding the foregoing, we may also bring actions for infringement of our intellectual property rights in any country where such infringement is alleged to occur.
If and to the extent any provision of this agreement is held illegal, invalid or unenforceable in whole or in part, all other provisions shall continue in force, and any such illegal, invalid or unenforceable provisions shall be deemed modified to the extent necessary to give the maximum effect to the original intent of the parties. 
No delay or omission by any party to exercise any right under this agreement shall be construed as a waiver of such right. Any amendment, modification, or waiver of any provision under this agreement shall be valid only if made in writing. 

Definitions
“Account Information” means any information or data related to you or your Authorized Users, which you provide so that we can identify you and/or your Authorized Users, and so that you can log in to and use the Service.
“Application” means a software application, module, …  on which you run the Service and/or in relation to which you or your Authorized Users upload data or information to the Service.  
“Authorized Users” means your employees and contingent workers. 
“Your Content” means any information or data, which you or your Authorized Users upload to our Service, except for Account Information.
“Internal Purposes” means your internal business purposes or, if you are a non-profit or government organization, your internal operational purposes.
“Subscription Period” means the period for which you purchased a paid subscription for the Service.
“Service“ means the cloud transformation web service known as Txture®, a software-as-a-service offering,  as it may from time to time be modified or updated.
“Terms of Use” means the terms and conditions for the use of the Service, as set forth in this document and any other documents referenced herein.
“Trial Period” means the period we designate when we agree to a trial. If we do not designate a specific period, the Trial Period will be 14 calendar days.
“we” or “us” means Txture GmbH, an Austrian limited liability company.
“you” means the company or individual who purchased a subscription to the Service.