Sankey Flow Show: Terms of Service

Last modified: March 6, 2017

Thanks for using our products and services (“Services”, "Sankey Flow Show"). The Services are provided by THORTEC Software GmbH (“THORTEC”, "we", "us"), located at Amselweg 1, 71394 Kernen im Remstal, Germany.

Sankey Flow Show is a web application running in modern browsers. Our goal is to provide you with a fairly priced tool to create attractive (Sankey) Flow Diagrams in just minutes. When you create a diagram with Sankey Flow Show, you retain the rights to your content (see “User Content” section). You also control whether your diagrams are private or shared with other persons.

PLEASE REVIEW THIS ENTIRE AGREEMENT CAREFULLY. THE SERVICE IS OFFERED TO YOU SUBJECT TO THESE TERMS. BY CLICKING “ACCEPT” OR BY ACCESSING THE SERVICE IN ANY MANNER, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING ALL OUR POLICIES THAT HAVE BEEN MADE AVAILABLE TO YOU AND GOVERN YOUR USE OF THE SERVICE. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS, YOUR SOLE REMEDY IS TO NOT USE OR ACCESS THE SERVICE.

Eligibility

In order to use the Service, you must be the age of majority in your jurisdiction and fully able and competent to enter into these Terms. You represent and warrant that you meet these eligibility requirements. If you are using or opening an account on the Service on behalf of a company, entity, or organization, then you represent and warrant that you are an authorized representative of that entity with the authority to bind such entity to these Terms.

Account Registration

To access and use the Service, you must register for an account. When registering, you must fill in all mandatory fields with accurate, current and complete information about yourself as prompted in the registration form and keep this information up to date. THORTEC has the right to suspend or terminate your account and refuse any and all use of the Service if it suspects that your account information is inaccurate, not current or incomplete.

Privacy

We may collect registration and other information about you through the Service. Our collection, use, and disclosure of this information is described in the Privacy Policy available at www.sankeyflowsshow.com/pages/policy.html.

Account Security

You are responsible for maintaining the confidentiality of the password and username you provided during the registration process, and you are fully responsible for all activities that occur under your password or account. You agree to immediately notify THORTEC of any unauthorized use of your password or username or any other breach of security.

Paid Services

Registration for a Sankey Flow Show account and access to selected features of the Service are currently provided to you free of charge. THORTEC may charge fees for access to certain portions of the Service (“Paid Services”), and will notify you of those fees at the time that we offer you a Paid Service. You may not share access to a Paid Service with any other individual. By electing to access a Paid Service, you authorize THORTEC to direct its third party payment processor to charge the credit card identified by you (which you represent and warrant that you are authorized to use) all applicable fees for that Paid Service in Euros, including all applicable taxes. If THORTEC does not receive payment from your credit card provider, you agree to pay all amounts due upon demand and THORTEC may suspend your access to the Paid Services until you have paid all outstanding amounts. You agree to reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by THORTEC to collect any amounts that are not paid when due. You may cancel your use of a Paid Service or your account at any time. All sales are final and THORTEC will not refund any amounts paid, except as expressly provided in these Terms. You acknowledge that THORTEC reserves the right to change its fees at any time upon prior notice to you. At no time will you be charged without your prior knowledge and consent.

Account Termination

THORTEC may terminate your account and your access to the Service (including, any Paid Service) at any time, for any reason, without warning. You may terminate your account and your access to the Service at any time, for any reason, by contacting us by email at support(at)sankeyflowshow.com. Requests for account termination may also be sent to us at the mailing address included at the end of these Terms. Even after your account is terminated, these Terms will remain in effect. In the event that you or THORTEC terminate your access to a Paid Service, THORTEC will not refund any amounts paid for cancelled Paid Services, unless THORTEC terminates your access to a Paid Service solely for its convenience at which point THORTEC will refund any amounts paid by you for use of the Paid Service after the effective termination date.

Storage; Inactive Accounts

You acknowledge that THORTEC may establish general practices and limits concerning use of the Service, including without limitation limits on the periods for which data or other uploaded content will be retained by THORTEC. You agree that THORTEC has no responsibility or liability for the deletion or failure to store any data or other content maintained by or transmitted to THORTEC. You acknowledge that THORTEC reserves the right to deactivate your account if it is inactive for longer than one (1) year.

Ownership; Proprietary Rights

The Service is owned by THORTEC. All text, images, designs, computer code, software, graphics, user interface, and all other elements of the Service (collectively, "Content"), and all intellectual property and proprietary rights therein, are owned by THORTEC or its third-party licensors to the full extent permitted by Germany and international law. All rights in the product names, company names, trade names, logos, and designs of all THORTEC or third-party products or services, belong exclusively to THORTEC or their respective owners. The use of these trademarks or any Content, is expressly prohibited, and nothing stated or implied on the Service confers on you any license or right other than those expressly granted in these Terms. THORTEC may update the Service from time to time, in its sole discretion.

User Content; License to User Content

You retain all rights to your User Content. User content means data, diagrams, code, commentary, and derivative works you import, create, share, modify, and distribute through THORTEC's platform or products.

By setting your work to be shared or viewed publicly, you agree to allow others to view, copy, and re-use your work and the underlying data. For any User Content that you upload to or generate through the Service and publicly share, you grant us a worldwide, perpetual, royalty-free, transferable, right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, and publicly display that User Content. You may modify or remove your User Content via your Sankey Flow Show account or by terminating your Sankey Flow Show account.

You agree not to upload to the Service or otherwise post, transmit, make available, distribute, or disseminate through the Service any material that: (a) breaches any duty toward or rights of any person or entity, including rights of publicity, privacy rights, or similar rights; (b) contains corrupted data or any other harmful, disruptive, or destructive files or computer code; (c) is offensive or otherwise objectionable; (d) restricts or inhibits any person or entity from using or enjoying any portion of the Service; (e) may expose THORTEC, its affiliates, or other users to harm or liability of any nature; (f) constitutes unsolicited or unauthorized advertising, promotional materials, spam, or any other form of solicitation; or (g) contains the private or confidential information of another person (including personal health information) or entity without that person’s or entity’s authorization, or (h) violates any law or regulatory requirement.

Although THORTEC has no obligation to screen, edit, or monitor any User Content, THORTEC reserves the right, and has absolute discretion, to screen, edit, or remove any User Content at any time and for any reason without notice. You further understand and agree that THORTEC may use or disclose any information related to you (including User Content) in order to investigate, prevent, or take action regarding activities that may be prohibited or unlawful, to exercise our legal rights under the Terms, or to otherwise protect the rights and property of THORTEC or any third party.

WE CAN TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY USER CONTENT (INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO YOUR USER CONTENT, YOUR INABILITY TO ACCESS YOUR USER CONTENT, AND ANY THIRD PARTY’S UNAUTHORIZED ACCESS TO YOUR USER CONTENT).

Use of the Service; Applicable Laws

You are required to comply with all applicable laws in connection with your access to and use of the Service. As a condition of your access to and use of the Service, you warrant that you will not use the Service for any purpose that is unlawful or prohibited by these Terms. Use of the Service (including, without limitation, any diagrams, charts or other output generated by the Service) is for the use described in these Terms and THORTEC does not grant you any express or implied rights to access or use the Service for any other purpose.

Prohibited Uses Generally

Without limiting any other section of these Terms, you agree not to:

  • reverse engineer or otherwise attempt to derive source code or other trade secrets from the Service;
  • access the Service to build a competitive product or service or monitor its availability, performance or functionality, or for any other benchmarking or competitive purposes;
  • sell, resell, distribute, lease or rent your access to the Service;
  • remove, circumvent, disable, damage or otherwise interfere with any security-related features or measures employed to prevent or enforce limitations on the use of the Service or any Content;
  • copy, "frame," or "mirror," any part of the Service;
  • use the Service in any other manner that could damage, disable, overburden or impair the Service;
  • use automated scripts to collect information from or otherwise interact with the Service;
  • impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
  • solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
  • intimidate or harass another; or
  • use or attempt to use another's account, service or system without authorization from THORTEC.

Violations of system or network security may result in civil or criminal liability. In accordance with these Terms, THORTEC will investigate and work with law enforcement authorities to prosecute users who are involved in such violations.

Third-Party Services

To the extent that the Service interacts with third party services, if a third party ceases providing a relevant service, it may affect THORTEC’s ability to provide part or all of the Service. Under such circumstances, THORTEC may cease providing the Service without any refund to you. In addition, the Service may contain links to websites of third parties as a service to those interested in this information. We do not monitor or endorse any such websites and can make no guarantee as to their accuracy or completeness. You should review the applicable terms and policies, including privacy and data gathering practices, of any third party websites accessible through the Service. In addition, the Service may contain advertisements from third parties. Any terms, conditions, warranties, or representations associated with such advertisements or any products or services provided by third party advertisers to you are solely between you and such third party.

Member Disputes

You are solely responsible for your interactions with other members of the Sankey Flow Show community. THORTEC reserves the right, but has no obligation, to monitor disputes between you and other members.

Notice of Copyright Infringement

THORTEC respects the intellectual property rights of others, and asks you to do the same. It is THORTEC’s policy to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on the Service in a way that constitutes copyright infringement, please contact THORTEC’s copyright agent at the address below and provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyright-protected work that you claim has been infringed; (c) the location on the Service of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a statement by you regarding your good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. By submitting a copyright infringement notice, you acknowledge and agree that THORTEC or its copyright agent may forward the information you provide in this notice to the person who uploaded the allegedly infringing material.

You may write to THORTEC’s designated agent for notice of copyright infringement at:

THORTEC Software GmbH, Amselweg 1, 71394 Kernen im Remstal, Germany

By submitting a copyright infringement notice, you acknowledge and agree that THORTEC or its copyright agent may forward the information you provide in this notice to the person who uploaded the allegedly infringing material. THORTEC will remove any content that allegedly infringes upon the copyright of any person under the laws of Germany upon receipt of such a statement. German law provides significant penalties for submitting such a statement falsely.

If you believe that your removed or disabled User Content is not infringing, or that you have the authorization or right to post and use that User Content from the copyright owner, the copyright owner's agent, or pursuant to law, you may send a counter-notice containing the required information. THORTEC or its copyright agent will forward your counter-notification to the party who submitted the original copyright infringement claim. If the original claimant does not file an action seeking a court order to restrain you from engaging in infringing activity related to the removed or disabled User Content within ten (10) business days of receiving the counter-notice from THORTEC, then THORTEC may, in its sole discretion, reinstate the removed or disabled material. Please note that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS." THORTEC MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER RELATING TO THE SERVICE, LINKED SITES, OR OTHER CONTENT THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SERVICE. THORTEC EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS. FURTHER, THERE IS NO WARRANTY THAT THE SERVICE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THORTEC MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED: (A) THAT THE INFORMATION, DIAGRAMS, CHARTS, DATA AND OTHER CONTENT PROVIDED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, AND COMPLETE AND FREE FROM ERRORS, OMISSIONS, DEFECTS, OR DELAYS IN OPERATION; (B) THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) THAT DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED; OR (D) THAT THE CONTENT ON THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT WILL THORTEC OR ITS AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE CONTENT, SERVICE OR ANY LINKED SITES, OR IN CONNECTION WITH ANY LOST OR CORRUPTED DATA OR USER CONTENT OR UNAUTHORIZED THIRD PARTY ACCESS TO ANY DATA OR USER CONTENT, FAILURE OF PERFORMANCE, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE, YOU RELEASE THORTEC FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE. THE MAXIMUM TOTAL LIABILITY OF THORTEC, ITS AFFILIATES AND LICENSORS TO YOU FOR ANY CLAIM UNDER THIS AGREEMENT, IS THE LESSER OF: (A) THE AMOUNT RECEIVED BY THORTEC FROM YOU DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) EUR100.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THORTEC. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THORTEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, THORTEC'S LIABILITY IN SUCH JURISDICTIONS WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Indemnification

You will indemnify, defend and hold THORTEC and its licensors harmless (and our respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (i) your use of the Service or any activity on the Service via your account, (ii) your violation of any provision of these Terms including any of your covenants, warranties or representations hereunder, (iii) any User Content uploaded to Sankey Flow Show, or (iv) the collection, storage, or disclosure of personal or health data or disclosure of personal information or health data in violation of applicable law, or any failure to obtain consents or authorizations for such data required by applicable law. THORTEC reserves 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 may not settle any matter without the prior written consent from THORTEC.

Feedback

If you provide feedback to THORTEC regarding the Service or Content (“Feedback”), you authorize THORTEC to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us a fully paid up, perpetual, irrevocable, worldwide, fully transferable and sublicensable license to use the Feedback in any manner and for any purpose.

No Waiver

The failure of THORTEC to enforce any provisions of these Terms or respond to a breach by you or other parties will not in any way waive THORTEC’s right to enforce subsequently any terms or conditions of these Terms or to act with respect to similar breaches.

Notice

THORTEC may provide you with notices by electronic mail, regular mail or postings on the Service. If notice is provided by electronic mail, notice will be deemed given twenty-four hours after electronic mail is sent, unless THORTEC is notified that the electronic mail address is invalid. If notice is provided by posting through the Service, then notice will be deemed given upon such posting. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such case, notice will be deemed given three days after the date of mailing.

Final Provisions and Amendments

This agreement shall be governed by the laws of the Federal Republic of Germany.

If you have no place of jurisdiction in Germany or in any other EU member state, if you have transferred your permanent domicile abroad after these Terms of Service take effect or if your domicile or usual place of residence is unknown at the time legal action is taken, the sole place of jurisdiction for all disputes arising from this agreement will be the location of our registered offices.

Should individual provisions of these Terms of Service be or become invalid and/or contrary to the statutory provisions, this will not affect the validity remaining Terms of Service. In place of the invalid, unenforceable term, the Parties shall mutually agree on such valid commercial terms which the Parties would reasonably have agreed otherwise. The above-mentioned provision will apply correspondingly in the case of omissions in these provisions.

We reserve the right to amend and adapt these Terms and Conditions with effect for the future. You can request the currently applicable version of the Terms of Service via support(at)sankeyflowshow.com or access them at www.sankeyflowshow.com/pages/terms.html. You will be notified by email no later than one month before new Terms and Confitions take effect. If you do not object to the validity of the new Terms of Service within one month after they take effect, you will be deemed to have accepted the new Terms of Service. We will inform you separately in suitable form about the significance of the one month's notice period, your right to object and the legal consequences of non-objection. This amendment mechanism does not apply to amendments to the parties' main contractual obligations.

© 2017 THORTEC Software GmbH