basebox Terms and Conditions of Use ​

1. Scope of Application ​

1.1 The following Terms and Conditions of Use apply to the use of the product basebox.io (hereinafter “Product”), which is software and data management system which is developed and exploited by basebox GmbH, Bahnhofplatz 3, 86919 Utting, Germany (hereinafter “basebox”) and constitute a valid agreement between basebox and you (hereinafter referred to as you or the Customer).

1.2 In addition to these Terms and Conditions of Use, the basebox Privacy Policy applies.

1.3 basebox will inform the Customer about any changes to these Terms and Conditions of Use not later than 14 days prior to their proposed effective date of such changes via email. The consent of the Customer is deemed granted if the Customer does not object against the changes prior to the proposed effective date. basebox will explicitly point out this de facto consent to the Customer within the aforesaid information message.

1.4 The Product is designed for business clients within the European Union (EU). By accepting these terms and conditions, you confirm and accept that you are not acting as a consumer within the meaning of § 13 of the German Civil Code (BGB) but within the scope of your commercial or independent professional activity in the EU.

2. Product ​

2.1 The Product consists of software and a data management system, which you are entitled to use as a backend of your own web-application. The intellectual property rights and other protective rights in the Product are the property of basebox or its licensors. basebox grants you a non-exclusive, non-transferable and non-sublicensable right to use the Product to develop your own web-application product (Licensee Product). Subject to the timely payment of the Royalties in accordance with Sec. 5 below basebox grants you a non-exclusive, non-transferable and non-sublicensable right to store the Product on a server in the EU, to run and to grant users (End Users) within the EU access to the Product as part of the Licensee Product.

2.2 basebox is under no obligation to provide the source code of the Product including the associated development documentation.

2.3 Unless otherwise specified in the provisions below, you are not authorized to grant third parties any rights in the Product. In particular, you are not entitled to lease the Product for commercial purposes, or to make it available in any other form to third parties for commercial purposes on a temporary basis against payment. This also applies to the lease of a pre-installed version on an end-user device, which is provided to third parties in return for payment. Pursuant to Sections 69d and 69e of the German Copyright Act (Urheberrechtsgesetz) or the applicable law, you are not entitled to modify the Product or to authorize third parties to do so. In the same way, you may not disassemble the Product into its components, nor modify the object code, decompile, copy or use it in any way other than as intended by the contract.

2.4 Some components of the Product are the intellectual property of basebox’ licensors. Furthermore, the Product include the software modules and libraries specified in the Software Bill Of Materials which are subject to the specific license terms mentioned therein. Copyright credits, serial numbers and other features used to identify the Product or any of its components must not be removed from the Product or modified.

3. Functions of the Product ​

3.1 The Product is a data management system: a GraphQL API server with a GraphQL compiler connected to a PostgreSQL database. basebox consists of the following components:

a) bbc – basebox compiler

The basebox compiler; compiles a GraphQL schema into an SQL schema to initialize the PostgreSQL database, SQL templates to handle GraphQL operations and a type mapper. The latter two files are later used by basebox to translate your client's GraphQL into SQL requests.

bbc is running only once during installation and again should the schema change.

b) broker – GraphQL server

basebox HTTPS GraphQL server; receives GraphQL requests from the Customer’s clients, handles OpenID Connect authorization and authentication, hosts the Python business logic layer, sends requests to the database proxy and returns the JSON results to the client.

c) dbproxy

The database proxy; it ideally runs on the same host as the PostgreSQL server, translates GraphQL requests to SQL, hits the database and returns JSON results.

d) basebox may but is not obliged to provide the Customer with updates. basebox will inform the Customer about the scope of such updates, including any new features and/or bug fixing. The Customer is free to install updates, but basebox strongly recommends installing updates in order to have the best user experience.

3.2 Other than the aforesaid description there is no statement of quality of the Product. Public statements about the features and characteristics of the product do not constitute a statement of quality. In particular, basebox does not warrant that the Product has such features and characteristics.

3.3 System requirements

The following system requirements are needed to use the Product:

• a Unix-style machine (Linux or macOS) that runs basebox broker and dbproxy, a PostgreSQL server and a Keycloak (OpenID Connect) server. basebox recommends to use Debian or Ubuntu Linux.

• to run the Product in production, basebox recommends separate hosts for the broker and dbproxy, while dbproxy should run on the same host as the PostgreSQL server. The OpenID Connect server (Keycloak) should also run on its own machine. The amount of RAM and CPU depends on the size of the Customer’s project and the number of clients the Customer wants to serve simultaneously; at least 2 CPU cores with 4GB of RAM is necessary.

4. Registration/Login ​

4.1 You agree and acknowledge that in principle the use of the Product as part of Licensee Product requires a registration at basebox and the existence of a user account (hereinafter Customer Account) at basebox. Notwithstanding the foregoing basebox may allow you to use the Product as part of Licensee Product for a given number of Active Users (as defined in Section 5) without registration. In order to register a Customer Account, you must choose a username and enter the requested data (name, address, tax-no, email-address et.al.). These data are necessary for the billing and payment process. If the Customer Account is generated for an entity the user represents and warrants to authorized and entitled to represent the entity when registering and creating a Customer Account. In order to use the Product as part of Licensee Product the Customer may be obliged to use the license key provided by basebox after registration.

4.2 After the Customer is registered, the Customer can log in by entering his/her username and password (login).

4.3 The Customer is obligated to protect his/her password against third party access in order to exclude any unauthorized third-party use of the user account. The Customer can change his/her password of his/her user account at any time and thus prevent the risk of unauthorized use.

5. Royalties ​

5.1 The use of the Product is subject to royalty payments by you. basebox may offer different pricing models for the acquisition of the required rights of use. In principle, the amount of the royalty payment depends on the number of Active Users of the Licensee Product within a given calendar month. However, basebox reserves the right to make flat-rate offers for a certain number or unlimited number of Active Users in a given time period. An Active User of the Product is an End User which uses the Licensee Product containing the Product at least one time in a calendar month. To count the number of Active Users each End User is assigned an individual identification number (UUID) by the system, with which the use of the product by the respective End User is determined.

5.2 For Active Users you are obliged to pay a royalty in accordance with basebox’ royalty scheme. Notwithstanding the foregoing basebox may grant you a royalty free use of the Licensee Product (containing or using the Product) for a specific number of Active Users.

5.3 To be able to count the number of Active Users in a given month, you will grant basebox remote access to you server. basebox represents and warrants that it will only count the number of Active Users and will not have access to any other data, including personal data of you, your users and/or your clients. If you will not provide or stop the remote access, will terminate the Agreement, unless you agree to provide basebox monthly statements within 5 business days after the end of each calendar month about the number of Active Users during the previous calendar month. In that case basebox I entitled to have your books and records audited by an independent auditor to confirm the accuracy of your statements. In case of any discrepancies to the detriment of basebox, you are obligated to reimburse basebox’ auditing costs.

5.4. If you agreed to a flat-rate offer of basebox and the offer is based on a specific number of Active Users in a given time period, Section 5.3 above applies accordingly. If the flat-rate offer of basebox grants the permission for an unlimited number of Active Users, Section 5.3 does not apply.

5.5 In case of Section 5.3 above the Customer receives access to a billing portal at basebox, in which he is informed about the number of Active Users during the previous month. basebox shall invoice the Customer on a monthly basis according to the number of Active Users within the month which is subject of the invoice. In case of a flat-rate offer basebox will invoice the Customer at the beginning of the respective time period (if it is a monthly flat-rate at the beginning of the month; if it is a yearly flat-rate at the beginning of the year).

5.5 The invoiced amounts are due for payment within 10 days after receipt of the invoice. The payments shall be made in EUR plus VAT at the statutory rate. basebox offers various payment options such as Paypal, credit card and instant bank transfer.

6. User Obligations ​

6.1 You are obligated to always use the Product in accordance with applicable laws.

6.2 You acknowledge that basebox and its licensors retain all right, title and interest in and to the original, and any copies, of software which is incorporated into the Product. Without limiting the generality of the foregoing, you agrees not to: (a) copy, reproduce, distribute, or in any other manner duplicate the Product, in whole or in part, unless allowed by this Agreement or by law; (b) sell, lease, license, sublicense, distribute, assign, transfer or otherwise grant any rights in the Product, in whole or in part, unless allowed by this Agreement or by law; (c) modify, port, translate, or create derivative works of the in the Product, unless allowed by this Agreement or y law; (d) decompile, disassemble, reverse engineer or otherwise attempt to derive, reconstruct, identify or discover any source code, underlying ideas, or algorithms, of the software by any means, unless allowed by law; or (e) remove any proprietary notices, labels or marks.

6.4 Third-party trademarks, trade names, product names and logos (the “Trademarks”) contained in the Product or used in connection with the Product are the trademarks or registered trademarks of their respective owners, and the use of such Trademarks shall inure to the benefit of the trademark owner. The use of such Trademarks is intended to denote interoperability and does not constitute: (i) an affiliation by basebox and its licensors with such, or (ii) an endorsement or approval of such company of basebox and its licensors and its products or services.

7. Warranty and Liability ​

7.1 basebox does not warrant any specific functionalities and features unless explicitly agreed herein. Any strict liability for defects that were already present at the time of the conclusion of the Agreement, e.g. according to § 536a German Civil Code (BGB) is excluded. basebox is not obliged to further develop or maintain the Product or to adapt or modify it to changed conditions of use (e.g. change of hardware, operating systems, field of use). Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality and only insignificant impairment of usability. Your obligation to immediately inspect the Product and give notice of defects in accordance with §§ 377 and 381 para. 2 of the German Commercial Code (HGB) shall remain unaffected. The complaint can be made in writing, by e-mail or fax.

7.2 basebox is liable without limitation for damages caused intentionally or as a result of gross negligence on the part of basebox, its legal representative or vicarious agent.

7.3 In addition, basebox is liable for damages caused by a slightly negligent breach of a cardinal contractual obligation. They are obligations whose observance is necessary to the proper fulfilment of the contract or upon whose observance the customer regularly relies or may rely. Cardinal obligations are also duties that result from the nature of the contract and whose violation jeopardizes achievement of the contract’s purpose. In this case the amount of liability shall be limited to foreseeable damage typical of the contract. basebox is not liable for the slight negligent breach of other obligations than mentioned before.

7.4 The above liability limitations do not apply in the event of injuries to life, body or health, or to defects which are covered by a guarantee for the quality of the product, or in the event that defects are maliciously concealed. Liability under the Product Liability Act remains unaffected thereby.

7.5 If the liability of basebox is excluded or limited, it applies in equally to the personal liability of its employees, legal representatives and vicarious agents.

8. Term and Applicability ​

8.1 This Agreement commences on the Date of the registration of the Customer at basebox, i.e. the creation of a Customer Account. The Agreement is concluded for an indefinite term and may be terminated by either Party with ten working days' notice to the end of the calendar month. Notice of termination by the Customer must be given in text form by e-mail to the following address: finance@basebox.io.

8.2 Upon termination of the Agreement, all rights granted to the Customer, in particular the rights granted in accordance with Section 2.1 above, will cease, so that the Customer is obliged to refrain from further use of the Product and to delete all installations of the Product and to destroy all data carriers and any copies therefrom. Upon basebox’ request, the Customer will confirm the fulfilment of these obligations in writing.

8.3 Notwithstanding the commencement of the Agreement in accordance with Section 8.1 above, the terms of use, in particular Sections 1, 2, 3, 6, 7, 8 are applicable for the use of the Products in case where basebox allows you to use the Product without registration in accordance with Section 4.1 above.

9. Miscellaneous ​

9.1 All legal relationships arising from these Terms and Conditions of Use are governed exclusively by German law; the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.

9.2 The exclusive place of jurisdiction for all legal disputes involving legal relationships arising under these Terms and Conditions of Use is Landsberg am Lech.

9.3 This Agreement constitutes the whole and only agreement and understanding between the Parties in relation to its subject matter. All previous drafts, agreements, understandings, undertakings, representations, guarantees, promises and arrangements of any nature whatsoever between the Parties with any bearing on the subject matter of this Agreement are superseded and extinguished to the extent that they have such a bearing. There are no side agreements to this Agreement.

9.4 Any amendment to this Agreement, including this provision, shall be valid only if made in writing, except where notarization is required.

9.5 Should any provision of this Agreement be or become, either in whole or in part, void (nichtig), ineffective (unwirksam) or unenforceable (undurchsetzbar), then the validity, effectiveness and enforceability of the other provisions of this Agreement shall remain unaffected thereby. Any such invalid, ineffective or unenforceable provision shall, to the extent permitted by law, be deemed replaced by such valid, effective and enforceable provision as most closely reflects the economic intent and purpose of the invalid, ineffective or unenforceable provision regarding its subject-matter, scale, time, place and scope of application. The aforesaid rule shall apply mutatis mutandis to fill any gap that may be found to exist in this Agreement.

Status: October 2023