TERMS OF USE

These terms and conditions of use of the Online Platform (the “Terms of Use”) are an integral part of all agreements for the provision of the Online Platform Access and Maintenance Services Agreement, (the “Agreement”), concluded between the company operating under the name of Toolkit 3D LLC, a limited liability company incorporated and operating in accordance with the laws of the State of Washington, United States, with its office located at 2412 Westlake Ave. N., Ste. 4, Seattle, WA 98109-2289, (“Toolkit”) or its Affiliates, and shall apply to all Users (“You” or “User”) of the Online Platform (the “Online Platform”) and Services.

• Toolkit provides access to Online Platform as a service, only to Users with whom it has executed the Agreement (the “Business Partner”), and in accordance with the conditions set forth in the Agreement. Services are directed exclusively at business to business customers. If You access or use the Online Platform, You represent that you are authorized to do so by the Business Partner and are acting on its behalf and for its behalf.
• Toolkit may delegate certain of its obligations under this Terms of Use or the Agreement to, and the Services may be provided by Toolkit’s Affiliates (including Awesome Industries Solutions, a limited liability company with its registered office in Kraków, Poland). Toolkit shall be responsible for the operations of its Affiliates.
• These Terms of Use shall regulate the issues related to the use of the Online Platform by each User. It is important for the User to read and understand this Terms of Use. Beginning to use the Online Platform means that You has read, understood and agrees to be bound by these Terms of Use of the Online Platform. Your use of the Online Platform constitutes your acceptance of the terms the Agreement and these Terms of Use. Additionally, since the Online Platform is available only to individuals who are at least 18 years old, You represent and warrant that You are at least 18 years old and take full responsibility for the selection services and use of the Platform.
• The Online Platform is made available by Toolkit via the Internet as an ICT and information system resource. Due to the public nature of the Internet, the use of the Online Platform may involve the risk of unauthorized access to the Business Partner or User data. Consequently, the Business Partner and User should use programs to prevent infection of electronic devices with viruses and other malware and to protect the identity of the Internet user. The Business Partner is responsible for obtaining an Internet connection, and Toolkit is not responsible for any loss of functionality of the Online Platform caused by loss of Internet connection.
• User agrees to use the Online Platform in accordance with the law and these Terms of Use, and in particular agrees not to take any actions to the detriment of Toolkit and its Affiliates, Toolkit’s Business Partners and other Users, including attempts to take over the account of another User or Users.
• Toolkit reserves the right to unilaterally decide on the content of the Online Platform, including blocking or deleting materials or content posted on the Online Platform in the event of violation of these Terms of Use, the provisions of generally applicable law or the User‘s activity burdening the infrastructure of the Online Platform (including, but not limited to, upon receipt of claims or allegations from third-parties or authorities).
• Toolkit reserves the right to suspend or discontinue the services available on the Online Platform without prior notice, in the event of a violation of these Terms of Use, the provisions of generally applicable law, or User activity that burdens the infrastructure of the Online Platform (including, but not limited to, upon receipt of claims or allegations from third-parties or authorities.) The Business Partner or User shall not be entitled to any claims on this account.
• User is responsible for maintaining the confidentiality of login details associated with their account. Each User must have unique log-in details that cannot be shared by multiple users. User is responsible for all activities that occur under his/her account and the permissions granted to the account. User does not have the right to use another person‘s account.
• The rights and obligations of the Business Partner or User cannot be transferred to a third party.
• The User is obliged to use the Online Platform in accordance with its purpose and functionality in a manner that does not interfere with the functioning of the Online Platform. The User is not authorized to interfere in any way with the content, structure, form, graphics and mechanism of the Online Platform.
• Conduct in violation of the law, the provisions of these Terms of Use or the Agreement, good morals or rules of social intercourse is prohibited.
• In particular, the User is not allowed to:
  • undertake IT or any other activity aimed at coming into possession of information not intended for the User or that may cause disruption or damage to the Online Platform;
  • take actions that may compromise the security or integrity of the Online Platform;
  • implement software, automated agents or scripts into the Online Platform‘s website for the purpose of creating multiple accounts, generating automated searches, requests or queries, or removing or extracting without Toolkit‘s prior written consent content or data from the website on which the Online Platform is provided;
  • interfere with or interrupt the provision of the services of providing and maintaining the Online Platform or create an undue burden on the website on which the Online Platform is provided;
  • recreate the source code, decompile, disassemble or otherwise attempt to recreate the source code or the underlying structure, ideas, know-how or algorithms relevant to the Online Platform;
  • host media for hot-linking, scrape any information from the Platform website, run unrelated background processes, such as cryptocurrency mining or test the Platform load;
  • use the Online Platform in a manner that is disruptive to other Users or Business Partners;
  • modify the Online Platform or the content posted by Toolkit without Toolkit‘s prior consent;
  • provide, post or transmit content that is vulgar, generally considered offensive, that may in any way violate the dignity of the law or the welfare of third parties;
  • provide, post or transmit content that disseminates data breaching techniques, viruses, and any other material similar in content and operation;
  • affect other Users to ridicule or offend them by sending harassing or controversial or untrue messages;
  • promote other unrelated to the Agreement websites;
  • provide, post or transmit content that constitutes a direct or disguised form of advertising or promotion of third-party products or services unrelated to the Agreement;
  • publish content that does not convey information, content that is in line with the relevant field, content that is not valuable from the point of view of the tasks of the Online Platform, e.g., artificially generating traffic, serving search engine positioning, etc..;
  • send out unwanted messages (spam);
  • conduct in violation of the Fair use policy of the Online Platform (Fair use policy).
• The User is obliged to immediately notify of any violation of his/her rights, as well as any noticed violation of these Terms of Use.
• Failure to comply with these terms and conditions, as well as any actions aimed at hindering or destabilizing the operation of the Online Platform, will result in the blocking of the User‘s account. The final decision as to whether a User violates any of the terms and conditions of use of the Online Platform is at the sole discretion of Toolkit.
• Toolkit shall not be liable for any actions of the User or damages resulting therefrom, including any liability for the content, form, or incorrect or outdated information entered into the Online Platform by the User or Business Partner.
• User is fully responsible for his/her actions in accessing or using the Online Platform, including all software, code, data, information, opinions, suggestions, texts, content and other materials that he/she uploads, publishes, provides or otherwise transmits or stores on or through the Online Platform.
• The Business Partner shall be fully responsible for the materials posted on the Online Platform by the Users designated by it and shall ensure and warrant that all materials posted on the Online Platform are free from physical and legal defects, do not infringe the rights or goods of third parties, have personal and property copyrights unencumbered by the rights of third parties, or have all legally required consents of third parties to post materials on the Online Platform.
• Toolkit will provide the Business Partner with initial administrator account access credentials. The Business Partner shall be solely responsible for obtaining all account credentials and authorization required to access or use the Online Platform. The Business Partner shall ensure that only authorized Users have access to the Online Platform and that they use a secure password, and that access data remains private and secure. The Business Partner agrees to promptly inform Toolkit of any changes in the personalities of those authorized to access and of access abuses. Toolkit shall reserve the right to access Users‘ accounts.
• Toolkit shall not be liable to the Business Partner for unauthorized use of access data by Users or by third parties.
• If the Business Partner fails to comply with these Terms of Use, in addition to deauthorizing access to the Online Platform, Toolkit reserves the right to terminate the Agreement for this reason without notice.
• Without Toolkit‘s prior written consent, the Business Partner shall not at any time distribute, sublicense or otherwise make available the information, software and documentation provided by Toolkit, to any third party.
• The Online Platform, project documentation, design, specification, operating logics, requirements and architecture of the Online Platform, are the exclusive property of Toolkit or its licensors. The Online Platform, applications, software are protected by copyright laws as well as international copyright treaties, and other intellectual property laws and agreements. The Business Partner will comply with these rights and will not remove any identifiers and copyright information from the Platform, the applications, information, software, documentation and copies thereof.
• Toolkit‘s information, brand names and other similar data and the applications and functionalities available on the Online Platform may not be altered, supplemented, copied, reproduced, sold, licensed, used in any other way outside the scope of the Agreement without the prior written consent of Toolkit.
• If a Business Partner or Users provide Toolkit or its Affiliates, information, concepts and suggestions regarding the Online Platform “the User’s Content”, Toolkit may use them free of charge and for life to develop, improve and sell its products and services. By posting User‘s Content on or through the Platform, You grant Toolkit a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, copy, modify, reproduce, distribute, display, publish, store and perform the User‘s Content only in connection with its provision of the Services and for security to protect the Services and third parties from fraud, malware, malicious files or content, viruses and the like.
• Personal data collected and processed by Toolkit as part of the use of the Online Platform by the Business Partner and Users is entrusted to Toolkit under an entrustment of personal data processing agreement and is processed by Toolkit only for the purposes indicated in this agreement.
• Toolkit shall have the right to use the entrusted data for the performance of the Agreement, for the provision of services and packages provided as part of the provision of services, and to verify compliance with the Agreement and other agreements entered into between the parties regarding the use of Toolkit products and services. In addition, all non-personal data may be used by Toolkit and its affiliates, in anonymized format for statistical purposes to optimize and develop Toolkit‘s products, offerings and services, assess the capacity and availability of technical systems, and ensure IT security and data protection. Toolkit is free during and after the term of the Agreement to use such data.
• Toolkit processes personal data on behalf of the Business Partner. The Business Partner is solely responsible for the collection, processing and use of personal data permitted under data protection laws. The Business Partner is also responsible for any registration requirements with the relevant national data protection supervisory authority that may exist under U.S. or European law. Toolkit and its affiliates have taken appropriate technical and organizational measures to safeguard data against misuse and loss. Data is hosted in high-security data centers with IT security certification. In addition, Toolkit‘s software products are regularly subjected to IT security audits.
• The fees for access and use of the Online Platform and selected application packages, as well as the method of payment, are specified in the Agreement.
• You agree to receive electronic communications from Toolkit or its Affiliates in connection with your access to or use of the Online Platform.
• Toolkit makes every effort to ensure the proper and uninterrupted operation of the Online Platform. In order to develop the Online Platform and minimize the risk of failures and technical errors, periodic technical interruptions are necessary, during which appropriate changes are made to the Online Platform.
• Toolkit shall be entitled to make changes to these terms and conditions of use of the Online Platform in case of introduction of new technical or organizational solutions and changes in the legal situation. Users will be notified of any change to these terms and conditions of use by posting a notice on the Toolkit Platform website. Any changes shall come into effect within 7. (in words: seven) days from the date of publication of the notice of change, in the manner indicated above.
• Matters not covered by these Terms of Use shall be governed by and constructed in accordance with:
  • the Laws of the State of Delaware without reference to such state’s principles of conflicts of Law, if the Business Partner or Your country of residence is in North America and any country outside of Europe. The Business Partner or You irrevocably consent to the jurisdiction and venue of the Federal, state, local courts located in the State of Delaware (and of and in any court to which an appeal of the decisions of any such court may be taken);
  • the Laws of the Republic of Poland without reference to such state’s principles of conflicts of Law, if the Business Partner or Your country of residence is in Europe. The Business Partner or You irrevocably consent to the exclusive jurisdiction and venue of the Appellate, District and County courts located in the Kraków, Poland (and of and in any court to which an appeal of the decisions of any such court may be taken).
  • “Laws” refers to both the laws of the State of Delaware for Business Partners within any territory outside of Europe, and laws of the Republic of Poland for Business Partners within Europe.
  • “Affiliate” means a corporation or other business entity anywhere in the world in which Toolkit owns or controls, directly or indirectly, an equitable interest representing the right to elect the majority of the directors or persons performing similar functions or, if the law of the applicable jurisdiction does not permit such majority interest, then the maximum allowable under such law, or in which Toolkit otherwise exercises a majority of such ownership control by any other means.
  • “Services” means as described in the Agreement.