1. Introduction

These Terms and Conditions (“Terms”, “Terms and Conditions”) govern your relationship with any of our websites (which end in “proofdock.io”), Azure DevOps extension and its cloud-based service (collectively referred to as “Services”) operated by Proofdock (“us”, “we”, or “our”).

Please read these Terms and Conditions carefully before using the Services. Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Services.

By accessing or using the Services you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Services.

2. Fees and payments

2.1. Fees for services

You agree to pay to Proofdock any fees for the Services you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Proofdock of any changes to such information.

A valid payment method, including credit card, is required to process the payment for your fees. You shall provide us with accurate and complete billing information including full name, address, state, zip code, email address, and a valid payment method information. By submitting such payment information, you automatically authorize Proofdock to charge all fees incurred through your account to any such payment instruments. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

Shall automatic billing fail to occur for any reason, Proofdock will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Our order and payment process is conducted by our online partner Stripe.com.

2.2. Subscriptions

Some parts of the Services are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a monthly basis when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Proofdock cancels it. You may cancel your paid Subscription renewal either through your online account management page or by contacting our customer support team.

2.3. Taxes

Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.

a) United States Sales Tax. If we have a legal obligation to pay or collect sales tax for which you are responsible, we will calculate the sales tax based upon the billing information we have about you and charge you that amount (which, if your billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless you provide us with a valid tax exemption certificate acceptable to the appropriate taxing authority. If you provide us with a tax exemption certificate, you represent and warrant that it accurately reflects your tax status and that you will keep such document current and accurate. If we subsequently determine in our sole discretion that your tax exemption document is valid, we will refund the sales tax collected.

b) Non-United States Sales Tax. If applicable, we will charge you VAT, GST or any other sales, consumption or use taxes that arise in connection with your purchases of Proofdock products unless you provide us with a tax identification number that entitles you to an exemption, a valid tax exemption certificate or other documentary proof issued by an appropriate taxing authority that tax shall not be charged. If you are located in a jurisdiction with multiple sales, consumption or use taxes, we may charge you the highest prevailing rate if your billing information is incomplete or inaccurate.

If you are required by law to withhold any Taxes from your payments to Proofdock, you must provide Proofdock with an official tax receipt or other appropriate documentation to support such payments.

2.4. Price changes

Proofdock may change the fees charged to you for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current Billing Cycle of your Subscription. Proofdock will provide you with advance notice of any change in fees.

2.5. Overage fees

Unless otherwise stated, any overage fees incurred by you will be billed in arrears. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Services being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Services.

2.6. Free subscriptions

Proofdock at its sole discretion, offers a Subscription that is free of charge (“Free Subscription”).

You may sign up for the Free Subscription without being required to enter your billing information.

At any time and without notice, Proofdock reserves the right to (i) modify the terms and conditions of the Free Subscription offer, or (ii) cancel such Free Subscription offer.

3. Your content

3.1. You retain ownership of your content

You retain ownership of all of your intellectual property rights in your content (“Content”).

Proofdock does not claim ownership over any of your Content.

These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.

3.2. Limited license to your content

You grant Proofdock a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by the Proofdock privacy policies.

4. Proprietary rights

Neither these Terms nor your use of the Services grants you ownership in the Servicess or the content you access through the Services (other than your Content).

If you submit any feedback or suggestions to us regarding our Services, we may use and share them for any purpose without any compensation or obligation to you.

5. Account management

5.1. Keep your account secure

If you have been issued an account by Proofdock in connection with your use of the Services, you are responsible for safeguarding your token and any other credentials used to access that account. You, and not Proofdock, are responsible for any activity occurring in your account (other than activity that Proofdock is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you shall notify Proofdock immediately. The account may not be shared and may only be used by you.

5.2. Keep your details accurate

Proofdock occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.

5.3. Remember to backup

You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Proofdock will not be liable for any failure to store, or for loss or corruption of, your Content.

5.4. Account inactivity

Proofdock may terminate your account and delete any Content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account.

6. User requirements

6.1. Legal status

If you are an individual, you may only use the Services if you have the power to form a contract with Proofdock. If you do not have the power to form a contract, you may not use the Services.

If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.

6.2. Embargoes

You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by the European Union or the United States or other applicable law from receiving the Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to purchase any paid Services from Proofdock. You will ensure that: (a) your end users do not use the Services in violation of any export restriction or embargo by the European Union or the United States; and (b) you do not provide access to the Services to persons or entities on any of the above lists.

7. Acceptable uses

7.1. Legal compliance

You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.

7.2. Your responsibilities

You are responsible for your conduct and Content while using the Services. You must comply with the following requirements when using the Services:

(a) You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.

(b) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.

(c) You may not probe, scan, or test the vulnerability of any Proofdock system or network.

(d) You shall ensure that your system complies with the relevant specifications provided by Proofdock.

(e) You are solely responsible for maintaining and securing network connections between your system and the Services.

8. Chaos Platform

8.1. Attacks in your environment

You acknowledge that attacks can cause serious damage to your system and your business (including IT system and software failures and outages). Proofdock shall have no liability to you as a result of running attacks in a production or non-production environment.

9. Reliability Platform

9.1. Chaos Middleware

You shall download onto your system, maintain and regularly update the Chaos Middleware to run application attacks and to use the Services. You acknowledge that:

(a) If you do not comply you may not be able to use the Services and, in those circumstances, you shall remain liable to pay the Subscription and fees to the Proofdock in accordance with this Terms.

(b) You are solely responsible for the use of the Reliability Platform. Proofdock shall have no liability to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in relation to the use of the Reliability Platform.

9.2. Application attacks in your environment

You acknowledge that the Reliability Platform can cause serious damage to your system and your business (including IT system and software failures and outages). Proofdock shall have no liability to you as a result of running application attacks in a production or non-production environment.

10. Links to other web sites

Our Services may contain links to third-party web sites or services that are not owned or controlled by us.

We have no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or service. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or service.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

11. Suspension and termination of Services

11.1. By You

You can terminate your Subscription and delete your account at any time by uninstalling our extension. Such termination and deletion will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Services. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate.

11.2. By Proofdock

Proofdock may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. Proofdock may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle.

Proofdock may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after Proofdock has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, Proofdock may limit, suspend, or terminate the Services to you: (i) if you fail to comply with these Terms, (ii) if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (iii) if we are investigating suspected misconduct by you. Also, if we limit, suspend, or terminate the Services you receive, depending upon the reason, we will endeavor to give you advance notice. However, there may be time sensitive situations where Proofdock may decide that we need to take immediate action without notice. Proofdock will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Proofdock has no obligation to retain your Content upon termination of the Services.

11.3. Further measures

If Proofdock stops providing the Services to you because you repeatedly or egregiously breach these Terms, Proofdock may take measures to prevent the further use of the Services by you, including blocking your IP address.

12. Feedback

You may from time to time provide suggestions, comments or other feedback with respect to the solution. For the avoidance of doubt, feedback will only be suggestions, comments or other feedback provided to Proofdock that regards the solution and will not include customer data. Proofdock may want to incorporate feedback into its solution and this clause provides Proofdock with the necessary license to do so. Customer hereby grants Proofdock and its assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicenseable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display and otherwise distribute and exploit any feedback as Proofdock sees fit, entirely without obligation or restriction of any kind, except that Proofdock will not identify customer as the provider of such feedback.

13. Publicity

Neither you or we are allowed to use the other Party’s logos, trademarks or any other Intellectual Property Rights for other purposes than to fulfil its obligations under this Terms. Proofdock may however use your name and logo in promotional material, provided that such use is in accordance with good practice.

14. Changes and updates

14.1. Changes to Terms

Proofdock may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the Proofdock website.

If an amendment is material, as determined in Proofdock’s sole discretion, Proofdock will notify you by email. Notice of amendments may also be posted to Proofdock’s blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Proofdock to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Services, you shall stop using that Services, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.

14.2. Changes to Services

Proofdock constantly changes and improves the Services. Proofdock may add, alter, or remove functionality from a Services it provides to you at any time without prior notice. Proofdock may also limit, suspend, or discontinue a Services provided to you at its discretion.

If Proofdock discontinues the Services of part of it, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content from that Services. Proofdock may remove content from the Services it provides you at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

15. Downgrades

Downgrading your account plan may cause the loss of features or functionality of your account.

16. Disclaimers and Limitations of Liability

16.1. Disclaimers

While it is in Proofdock’s interest to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY GUIDANCE OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND PROOFDOCK DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, OR RELIABILITY OF THE SERVICES. FOR THE AVOIDANCE OF DOUBT, PROOFDOCK MAKES NO WARRANTY, GUARANTY, COMMITMENT OR OTHER OBLIGATION RELATED TO THE ACCURACY OR COMPLETENESS OF ANY RESULTS (INCLUDING, WITHOUT LIMITATION, ANY PREDICTIONS OR PREDICTIVE ANALYTICS INCLUDED IN SUCH RESULTS) AND CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE AND RELIANCE ON ANY SUCH RESULTS.

16.2. Exclusion of certain liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROOFDOCK, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF PROOFDOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16.3. Limitation of liability

PROOFDOCK WILL NOT BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) DAMAGES BASED ON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL SHALL, LOSS OR CORRUPTION OF DATA OR BREACHES IN SYSTEM SECURITY, OR (C) ANY DAMAGES THAT, IN THE AGGREGATE, EXCEED THE AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH DAMAGES; AND EUR€200.00 (TWO HUNDRED EUR). THESE LIMITATIONS SHALL APPLY WHETHER OR NOT PROOFDOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

16.4. Indemnification

If you are a business, you will indemnify and hold harmless Proofdock and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) (“Indemnification Amounts”) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.

If you are any kind of user, you will indemnify and hold Indemnified Entities harmless from any Indemnification Amounts arising out of a breach of your obligation to ensure your tax exemption certificate, if any, accurately reflects your current tax status.

17. Confidentiality

Each party acknowledges that it may disclose or has already disclosed (the “Discloser”) certain Confidential Information to the other party (the “Recipient”). For the purposes of this Agreement, “Confidential Information” means any information, data or know how relating to the Discloser’s business, disclosed either directly or indirectly, in writing, orally or by inspection of tangible objects that should reasonably be considered to be confidential given the nature of the information disclosed or the circumstances of disclosure. Notwithstanding anything else to the contrary herein, (a) your Data will be considered the Confidential Information of yours, and (b) the Solution, and any technical information, or evaluation of the Solution supplied to you or prepared by Proofdock for you will be considered the Confidential Information of Proofdock. For the avoidance of doubt, any information relating to the your systems and software shall be considered Confidential Information of yours. Confidential Information will not, however, include any information that (i) is or becomes generally available or known to the public other than as a result of the Recipient’s violation of this Agreement, (ii) was in the Recipient’s possession or known by it without restriction prior to receipt from the Disclosing Part, (iii) was rightfully disclosed, without an obligation of confidentiality, to the Recipient by a third party, or (iv) was independently developed by or for the Recipient without use of or reference to any Confidential Information of the Discloser. The Recipient agrees to (w) hold all Confidential Information in confidence and not disclose Confidential Information to any third party, (x) use Confidential Information only to perform its obligations or exercise its rights under this Agreement, (y) protect Confidential Information of the Discloser with at least the same degree of care as it normally exercises to protect its own proprietary information of a similar nature, but never less than a reasonable standard of care, and (z) reproduce the Confidential Information only to the extent necessary to fulfill its obligations or exercise its rights under this Agreement. The Recipient will promptly notify the Discloser of any use or disclosure of the Discloser’s Confidential Information in violation of this Agreement. The Recipient agrees that it will only disclose Confidential Information to those employees, agents, consultants, and contractors (“Representatives”) of the Recipient who have a “need-to-know” such information in order to fulfill its obligations hereunder, and who have agreed to be bound by confidentiality and non-use terms at least as protective of the Discloser’s Confidential Information as the terms of this Agreement. Recipient agrees to be liable for any breach of this Agreement by its Representatives. The Recipient and its Representatives are permitted to disclose the Discloser’s Confidential Information if required by a valid order issued by a governmental agency court of competent jurisdiction provided that Recipient provides the Discloser with (a) prompt written notice of such requirement (to the extent legally permitted), and (b) reasonable assistance, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Discloser cannot obtain a protective order, the Recipient will only disclose the portion of Confidential Information that the Recipient’s counsel advises the Recipient is legally required to disclose. All Confidential Information will remain the property of the Discloser.

18. Governing law

These Terms shall be governed and construed in accordance with the laws of Baden-Württemberg, Germany, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

19. Contact us

If you have any questions about these Terms, please contact us.