Terms of Use

Terms of Use of WordsTree

We, WordsTree (hereinafter "WordsTree", "we", "us", "our"), have developed a cross-platform Software-as-a-Service (SaaS) for creating, editing, and sharing documents and code execution funcionality (hereinafter "Services") which can be accessed at www.wordstree.com, its subpages, and other domains or can be used online.

If you do not agree with these Terms of Use (hereinafter "Terms") please do not register for the Services. By registering for the Services, you make an offer to enter into a contract of use regarding the Services pursuant to these Terms (hereinafter "Contract of Use"). The Contract of Use is concluded once we accept your offer (see below § 3(2)).

§ 1 Scope

These Terms apply to your use of our Services with all the contents, functions, and services activated for your account. Other terms of use will only become part of the Contract of Use if explicitly agreed in text form. We might make versions of these Terms available in languages other than English. If we do, the English version of these Terms will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of these Terms.

§ 2 Object, Scope of Offer, Service Level

(1) With the creation of the Services we provide the technical means which allow you to collaboratively create, edit, and share content and connect independently with other users (hereinafter "Contract Purpose"). We are not involved in the connection or communication of our users. The Services can be used as a web application on www.wordstree.com, its subpages, and other domains or, if available, on desktop applications and mobile applications (hereinafter "Apps").

All data is stored in the Cloud and can thus be principally retrieved at any time and any place from various types of terminals provided there is sufficient internet access. In which form and on which devices you can use the Services is further described at www.wordstree.com.

(2) After your registration for the Services you will have your own account which you can personalize further by uploading a picture. Each user account contains various tools and features. You can share documents and invite other (also non-registered) users to become part of those documents. By default, you are the responsible administrator and owner for the documents in your account which you have created and are free to decide whom you want to invite. You can also be invited to documents created by other users.

(3) WordsTree may offer free plans (each a "Free Plan") and paid plans (each a "Paid Plan") for a subscription. Free Plans of the Services are free of charge. By upgrading your Free Plan to a fee-based Paid Plan, you can extend the performance of the Services. If you use a Paid Plan, § 8 of these Terms applies. You can access further information regarding the exact scope of services of Free Plans and Paid Plans as well as pricing at www.wordstree.com/pricing.

(4) If external development partners offer applications/features via the Services which can be integrated into your account of the Services, the price of such applications/features will be determined solely by the development partner. You will enter into an agreement for use of these applications/features solely with the development partner.

(5) The Services are available for use 24 hours a day and 365 days a year with at least 97% availability on average ("Service Level"). We are not responsible for downtimes in which the Services cannot be accessed due to technical or other problems beyond our control, e.g. in cases of force majeure or fault of third parties. Such downtimes are not counted as part of the Service Level. Moreover, you are entitled to use the Services only within the scope of the current state of technology. In this respect, it may be necessary to restrict access to our Services from time to time, e.g. regarding capacity, system security, integrity of servers, or for technical measures, in order to uphold proper functioning of our Services. To the extent possible, we will take into account your legitimate interests and thus will duly inform you via email about any long-lasting maintenance measures.

§ 3 Registration, Conclusion of Contract

(1) To register for the Services, you must provide truthfully the information required in the registration process. All information provided must be complete unless indicated as voluntary information. In particular, you have to enter an email address which we can use to contact you. By clicking the button "Sign Up" in the registration process, you assure that you have read these Terms and that you agree with the use of your data as described in the Privacy Policy available at www.wordstree.com/privacy.

(2) The registration process and the conclusion of the Contract of Use is complete only if and when we create your account following your request for registration. We are not obliged to enter into a Contract of Use with you. We can decline to accept your request for registration at any time without giving reasons, i.e. we can refrain from activating your account. In such case, we will of course delete all of the data you have provided.

§ 4 Rules for Using the Services

(1) When using the Services you shall comply with all applicable laws and other legal provisions.

(2) A user account may not be shared or used by more than one individual. You are solely responsible for maintaining control over your account, including the confidentiality of your login credentials, and are liable for all activities that occur under your personal user account.

(3) You are responsible for any content (including text, graphics, images, music, software, audio, video, or other materials) that you create, store, share, or otherwise make available through the Services. You may not use the Services for any content that: (i) infringes, misappropriates or violates a third party’s intellectual property rights or privacy; (ii) is fraudulent, misleading, or deceptive; (iii) is defamatory, pornographic, or offensive; (iv) promotes discrimination, bigotry, racism, or hatred; (v) promotes violence or actions that are threatening to any person or entity; (vi) promotes illegal or harmful activities or substances; (vii) constitutes spam, such as unauthorized advertising or promotional materials, unwanted repetitive or nonsensical content, or anything that appears to be a mass solicitation; (viii) contains software viruses, phishing links, or other harmful computer code, files, or scripts; or (ix) in the sole judgment of WordsTree, is objectionable or may expose WordsTree or its users to any harm or liability of any type.

(4) You can delete or replace uploaded content at any time. We are entitled to remove any content (also without prior warning) if and when there is good reason to believe that publishing them on the Services violates the law, moral standards and/or the rights of third parties.

(5) Content posted on the Services may not be copied, disseminated, or made otherwise publicly accessible without the explicit consent of the rights holder unless permitted by law.

(6) Acts of harassment such as sending chain letters or communications of a salacious or sexual nature are not permitted.

(7) Attacks on the operational capacity of the Services by any means are prohibited, especially by sending mass emails (spam); carrying out hacking attempts, i.e. trying to break down, to bypass or, in any way, to disable the security mechanism of the Services; trying to get access to other user accounts; brute-force attacks; denial-of-service attacks; using or sending spy software; reading out data (e.g. by Crawler/Spider/Robots); viruses or worms.

(8) If you violate these rules, we are entitled to issue a warning, temporarily block your account, or to permanently exclude you from the Services.

§ 5 Responsibility for Content

(1) We accept no responsibility for content uploaded by you or other users of the Services. Furthermore, we accept no responsibility for content of external websites linked on the Services. In particular, we give no guarantee that the content shown on the Services is true, fulfills any particular purpose, or can serve any particular purpose. We do not examine whether content uploaded is appropriate or free of viruses nor do we determine whether it is technically possible to examine it for viruses.

(2) Technically, we are not capable to definitively determine whether a registered user on the Services actually has the identity they claim to have. We therefore cannot guarantee the correct identity of any user.

(3) If you notice or suspect any illegal or non-contractual use of the Services, you can report this to us at any time by email.

§ 6 Indemnification

(1) You will indemnify us from all claims, including damage claims, asserted against us by other users or other third parties, including public authorities, due to violations of their rights due to your usage of the Services, in particular due to the content entered by you. You will bear all appropriate costs, including appropriate costs incurred for legal proceedings that we have to pay as a result of your violation of the rights of third parties. Our further rights and damage claims will remain unaffected.

(2) The above-mentioned indemnification will only apply if you bear fault for the violation of the rights in question. If the respective violation is also a breach of your duties pursuant to this Contract of Use, the above-mentioned indemnification will apply unless you do not bear any fault for the violation in question.

§ 7 Contract Term and Termination

(1) This Contract of Use is concluded for an indefinite period of time.

(2) You may terminate the agreement at any time without giving reasons. For this purpose, you can either select the "delete your account" option in the account settings (if available) or send a termination notice via email to us. Upon termination, you will no longer have access to your account.

(3) We may terminate this Contract of Use in text form with a notice period of two (2) weeks.

(4) In addition, the Contract of Use may be terminated by each party for just cause. We have just cause to terminate in particular if you seriously or repeatedly breach your contractual obligations under the Contract of Use, in particular the rules for using the Services as described in § 4 above.

§ 8 Additional Terms for Paid Plans

The following additional Terms apply to fee-based Paid Plans (cf. § 2 (3)):

(1) If you upgrade from an existing Free Plan to a Paid Plan, a contract is concluded (in deviation from § 3(2)) by your completion of the checkout process for the requested Paid Plan and the subsequent activation of your Paid Plan by us. We are not obliged to activate your Paid Plan or enter into a respective contract with you.

(2) Paid Plans are offered as a monthly or yearly subscription. The monthly or yearly payment will be due for the first time on the day after the conclusion of the respective contract, subsequently one month (in case of monthly subscription) or one year (in case of yearly subscription) after the initial due date. The price and discounts that apply and are accepted by all parties at the moment of transaction are outlined at www.wordstree.com/pricing. All amounts stated in that document do not include taxes.

(3) In case of default, we are entitled to block access to your Paid Plan of the Services. In this case, you will remain obliged to pay any outstanding amount. If you default significantly on your payment obligations, we are entitled to terminate the Contract of Use without notice and to claim a lump-sum payment that falls due immediately and amounts to one quarter of the remaining charges payable up to the end of the regular term of the Contract of Use. The amount of damages shall be adjusted accordingly if we or you are able to prove greater or lesser damages, respectively. We reserve the right to assert further claims for default of payment.

(4) Your Paid Plan will remain activated until the end of the agreed contractual term which will be extended automatically by the same period (for a maximum of one year) if neither party terminates your Paid Plan in text form with a period of two weeks before the end of the agreed contractual term. You can give notice to terminate via email or by selecting "Cancel Plan" in the team settings (if available). The right to an extraordinary termination pursuant to § 7 (4) shall remain unaffected.

(5) You may offset counterclaims only if they are uncontested or have been established by a final and binding court decision. A right of retention only exists if the counterclaim is based on the same contractual relationship.

§ 9 Liability for Defects, Disclaimer

(1) Any restrictions to the availability of the Services outlined above in § 2(5) are not considered a breach of contract and do not entail liability.

(2) WordsTree is liable for damages if arising from (i) willful misconduct or gross negligence of WordsTree or its legal representatives or agents, (ii) negligent violation of a material contractual duty by WordsTree or its legal representatives or agents, however, limited to typical damages which are foreseeable at the time of the conclusion of the Contract of Use or (iii) negligence of WordsTree or its legal representatives or agents in a way causing injury to life, body or health, or (iv) any compulsory statutory liability of WordsTree or its legal representatives or agents. Material contractual duties are duties the fulfillment of which is a prerequisite for proper execution of the Contract of Use or the breach of which endangers attainment of the Contract Purpose and the observance of which the Customer must regularly rely on.

(3) Any contributory negligence on the part of the Customer shall be taken into account. In particular, WordsTree shall only be liable for the recovery of data if the Customer has taken all necessary and reasonable data backup precautions and ensured that the data can be recovered at reasonable cost from data material kept in machine-readable form.

(4) This liability arrangement is conclusive. It shall apply with respect to all damage compensation claims, irrespective of their legal ground, particularly also with respect to pre-contractual claims or collateral contractual claims. This liability arrangement shall also apply in favor of legal representatives and agents of WordsTree if claims are asserted directly against them.

(5) The Customer is obliged to immediately notify WordsTree of any damage pursuant to the above liability provisions in text form or to have such damage documented by WordsTree, so that WordsTree is informed as early as possible and can possibly still mitigate the damage together with the Customer.

§ 10 Final Provisions and Amendments to the Terms and Conditions of Use

(1) The law of the Canada shall apply.

(2) If you do not have a general place of jurisdiction in Canada, if you have transferred your permanent domicile abroad after these Terms 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 Contract of Use will be the city of Ottawa, Canada.

(3) Should individual provisions of these Terms be or become invalid and/or contrary to statutory provisions, this will not affect the validity of the remaining Terms. In lieu of the invalid, unenforceable term, the Parties mutually agree on such valid commercial terms which the Parties would reasonably have agreed otherwise. The above-mentioned provision also applies in case of a lacuna in these Terms.

(4) We reserve the right to amend and adapt these Terms with effect for the future, in particular because of changes in the law, the jurisdiction of supreme courts or changes of the market conditions. You can request the currently applicable version of the Terms via contact@WordsTree.com or access them at www.WordsTree.com/terms. You will be notified by email no later than one month before new Terms take effect. If you do not object to the validity of the new Terms within one month after they take effect, you will be deemed to have accepted the new Terms. We will inform you accordingly about the significance of the one month notice period, your right to object to any amendments and the legal consequences of non-objection. This amendment mechanism does not apply to amendments to the parties' main contractual obligations.