Terms of Service

Scope of Application

These Terms of Service are the sole basis for all contractual relationships between solveo GmbH (from now referred to as "we", "us", "our") as the provider and operator of Omniboard.dev and the customer.

In case there is a conflict in terms and conditions of the customer with those of Omniboard.dev, the conflicting terms on the customer side do not apply. This is applicable also in cases when we did not explicitly reject such terms and conditions and provided our services without reservation in knowledge of the customer’s terms and conditions.

The service is currently only provided for the legal entities (enterprise organizations, eg LLC/GmbH, Inc/AG, ... ) with a valid tax number for the respective country where the company has its seat and hence not for private persons. Signing up for a paid subscription plan is therefore considered an affirmation of that status of the customer.

Definitions

"The Website" in context of Omniboard.dev stands for all the publicly available information, forms and actions as a part of Omniboard.dev website.

"The Service" in context of Omniboard.dev stands for all analyzing, data organization and visualization services and platforms offered by the Omniboard.dev which are only accessible to the customer who signed up for free, paid or custom enterprise subscription plan.

The "subscription plan" (free, paid or custom enterprise subscription plans) denotes the scope of the Service that is purchased by the customer defined mainly as a minimum and maximum number of analyzed and stored projects. Other important parameters are number of authorized users, number of created and managed checks, number of created and managed dashboards and dashboard widgets and number of project result updates which are limited for the customer who signed up for free subscription plan.

"The Content" represents all the data and information stored in the Service as a result of manual customer (or any other third party to whom the customer has provided access) interaction and automated analysis when generated results are automatically uploaded to the Service using @omniboard/analyzer library which was authorized by provision of dedicated API key by the customer.

How do we count projects

The cost of paid subscription for a given month is based on the amount of projects used by your organization, so how are they counted?

The Service stores information (check results and other) about your project as a result of running @omniboard/analyzer (with provided API key) in the workspace of a given project. This process will conclude with the upload of the analysis results and creation of a new project entry (if it's a new project) or update of an already existing project in the Service.

Projects are generally identified by their unique name in the root "main" file based on project type. Currently supported project types are:

• npm - package.json
• maven - pom.xml

This has following customer favourable implications:

• Workspace with nested sub-projects with names different as in the "root" file are considered as ONE project. In case of large "monorepos" (eg single workspace with 10s of sub-project) the results might get rejected based on their large size which is in line with the intended use case of the Service.
• Multiple workspaces with the same name (name conflict) are considered as ONE project and in that case, last results update wins as it overwrites previous version of the stored results.

Amount of projects can change over the course of the paid subscription plan billing period based on many different factors internal to your organization. The final amount of projects used for calculation of the cost for given paid subscription plan billing period is then calculated as the maximum number of projects reached in that period.

As an example, the organization A had 150 projects in the beginning of the month, the amount rising to 155 for couple of days in the middle of the month and then finally decreasing to 130 as a result of company wide cleanup towards the end of the month, such a organization will be billed for 155 projects (maximum) for given maximum plan billing period.

Some paid subscription plans may specify minimum project number which will be used even in case when actual project number is less than the specified minimum.

Maximum project amount can be controlled by the provided organization settings in the Service allowing you to exercise full cost control. Specified maximum will be respected and any additional project will be rejected until your manual intervention and updating of the project limit number in the Service settings.

Conclusion of Contracts

A new contract between the Omniboard.dev and the customer is concluded when customer signs up for the free or paid subscription plan or upgrades free subscription plan to the paid subscription plan by way of using appropriate online form on the Website or in the Service and receives booking confirmation.

A custom enterprise subscription contract between the Omniboard.dev and the customer is concluded upon signing of such contract by both the service provider and the customer.

Services, Subject Matter of the Contract

Omniboard.dev provide its services to the customer in the scope of the booked free, paid or custom enterprise subscription plan. The creation of checks, running of analyzer and visualization of results using custom dashboards is not the responsibility of Omniboard.dev which only provides access to these services to be used by the customer. More so, maintenance of data connection between customer's systems and the endpoints operated by Omniboard.dev is responsibility of the customer as Omniboard.dev can not assume and exercise control over customer's internal systems and infrastructure.

Customer then uses these provided services to define checks. These checks are then retrieved and ran using provided @omniboard/analyzer library as a part of the process which usually takes place as part of automated customer infrastructure but can be also performed manually. The results are then uploaded and stored in the Service and can be viewed and analyzed by the customer employees and other authorized personnel to gain valuable insights into the projects and their code bases using provided projects and results views and also with the help of custom dashboards which are created and managed by the customer. Example of common insights provided by the service can be represented by information that allow customer to manage code quality or technology lifecycle.

Contract Term and Termination

Pre-defined subscription plans

The term of the contract is determined based on the chosen subscription plan. An active paid subscription plan can be terminated at any time and the termination will come to an effect at the end of the agreed minimum subscription plan duration. Such terminated paid subscription plan will then convert to free subscription plan.

Currently there are two paid subscription plans:

• monthly paid subscription plan - after termination, the subscription plan will run until the end of current period (up to one month) and will not be renewed for the next period
• yearly paid subscription plan - after termination, the subscription plan will run until the end of current period (up to one year) and will not be renewed for the next period

Otherwise, the active subscription plan is renewed by an additional period until terminated. The termination might be triggered by letter, email or a button designated for this purpose in the Service and takes an effect once confirmed by Omniboard.dev upon reception.

It is possible to close down account with terminated subscription plan but in that case the customer will lose access to the Service as Omniboard.dev will remove all data associated with the customer organization. Closing account does not entitle the customer for any refund as the Service would have otherwise been provided until the end of the agreed period.

Custom enterprise subscription plan

The term and termination of the contract is determined based on the mutually agreed upon conditions unique to each such arrangement. Such contract may define custom term and termination policy not specified in the public pricing model.

The custom enterprise subscription plan document is then treated as an additional part of the Terms of Service and the provisions in this document override provisions in the common Terms of Service when in conflict.

Customer Obligations

Security

The customer must keep its access data (eg tokens, API keys, ...) used to access and use the Service secret and never disclose it to the unauthorized third parties. If customer believes that unauthorized third party gained any of the access data, the customer has to revoke it using tools provided by the Service (eg revoke API key, ...) or contact us immediately at security@omniboard.dev. The customer has to ensure that its use of the Service will not impair working order of the Service and shall maintain appropriate security standards when using the Service.

Content

The customer is responsible for the Content, in particular it is responsible for ensuring that any personal data which might be stored in the Service as a result of running analysis is in compliance with applicable data protection laws. The customer takes responsibility for its Content so that it is legally unobjectionable and is virus-free, for which the customer is liable according to general laws. In particular, the customer is obliged to not upload any Content which violates applicable laws or infringes on any third party. More so, we want to point out that such customer actions would be in stark contrast and completely against the intended way of using the Service which is to analyze and gain insights into the source code of customer software projects.

Claims

While highly unlikely because of the nature of the provided Service, in case of claims against Omniboard.dev are asserted because of the fact that the customer did not comply with one of the above stipulated obligations, customer shall, upon first request, indemnify and hold harmless Omniboard.dev from all claims by third parties, while waiving the defence of unexhausted remedies. The customer shall carry the costs of legal defense incurred by Omniboard.dev. In this case the Service will be terminated and the Content in question removed with immediate effect without any customer claim to already paid fees.

Right of Use

Customer copyright for the Content shall not be affected by the use of the Service. The rights to use that content are extended to Omniboard.dev only in scope of being able to provide Service to the customer.

Copyrights to the Service remain solely with Omniboard.dev. The customer is granted a simple, non-transferable right to use the Service within the scope of the booked free or paid subscription plan and only for intended use cases specified in these Terms of Service.

Warranty

Defects shall be reported immediately or at maximum within two weeks of the customer being able to learn of them for the first time. Defects shall be reported in writing or by email.

Any reported defects of the Service, that are accepted as such according to Terms of Service, shall be removed by the Omniboard.dev in reasonable period of time. In case of inability to remedy such accepted defect on more than two occasions in the time period of three months, the customer is entitled to extraordinary contract termination at the end of current month regardless of the paid subscription plan type. Any claims due to defects which do not comply with Terms of Service and hence are not accepted as such shall be excluded.

Backups

The Service database is backed up daily between 12:00 AM and 4:00 AM (UTC+1) with the retained backup history of 7 days.

The Content stored in the Service is considered non-essential in that it represents metadata (check results) which describe customer code base based on current (snapshot) state of a given project which can be updated (or even fully re-created) by running the @omniboard/analyzer for that project.

Following data provided by the customer during the operation of the service can not be re-created without customer intervention and must be entered manually upon the intended or accidental removal

• check definitions
• dashboards (dashboard definitions)
• group, groups and organization settings

In case of loss, such data might be still recoverable in case the issue was reported within 7 days and backup is still available, and we will attempt such recovery. The recovery process will render service inaccessible for a short period and such case of service disruption shall not entitle the customer to any extraordinary claims without limitation to termination of subscription plan or any kind of compensation.

Because of the limitations stated above, we recommend customers to back up all the data which can not be re-created automatically in a separate storage on their own terms to prevent its loss.

Limitation of Performance and Liability, Disclaimer

During the Service operation there might be brief or insignificant disruptions to the Service availability or performance which are caused without limitation by the infrastructure and as such can not be influenced by Omniboard.dev and hence the liability in these cases shall be excluded.

The Service may be unavailable due to the planned maintenance work which shall be communicated to the customer ahead of time in writing or by email. Such cases of service disruption shall not entitle the customer to any extraordinary claims without limitation to termination of subscription plan or any kind of compensation.

Omniboard.dev excludes all liability in case customer uses the Service in scope of all free subscription plans and hence free of charge. The intended usage of the free subscription plan, is only to evaluate the Service, especially to determine whether the Service can fulfill the customer's needs and requirements on a very small sample of projects.

To the fullest extent permitted by applicable law, Omniboard.dev shall not be held liable for any direct, indirect or consequential damages (including, without limitation, loss of use, data, source code, business, or profits) resulting from small to mild breach of these Terms of Service.

The Service can be described as a helper or an utility tool which is used to analyze and visualize extracted metadata describing customer project code bases to gain insights. This is the only intended and allowed use case of the Service. The extracted metadata is by definition non-essential. As such the Service can not be directly involved in the “production” operation of the organization and hence it can not pose any risk to that operation.

The Service is operated according to the latest security standards that reduce associated risks to minimum. The whole technology stack is not fully under our control and as such we can not guarantee and be held responsible for inherent risks of using the internet. The service has in place various mechanism to prevent its misuse for other than intended use cases but we can not be held liable for the actions undertaken by customer employees (or any other third parties to which customer granted the access to the Service) which go against the intended use case and as such could cause any type of harm to the customer.

Any liability that is excluded in the "Limitation of Performance and Liability, Disclaimer" clause shall not attempt to exclude liability that can not be excluded under applicable law.

Customer References, Granting of Rights

The customer grants Omniboard.dev the right, which can be revoked at any time in the future, to use the names of the customer's company and customer's logos as a part of the Omniboard.dev marketing materials solely withing the context of the relationship between the customer and Omniboard.dev. As an example, this gives us right to use the customer's logo on the Website in context of referencing the customer as the customer of Omnibord.dev.

Adjustment of Prices

We reserve the right to adjust the pricing of our paid subscription plans or any additional Services in order to maintain balanced relationships with the customer for all but mostly in the context of long-term contracts. The prices can be adjusted at most one time per calendar year by up to 20 percent and will be applicable only for the next subscription plan renewal period.

In case of pricing adjustments, Omniboard.dev will give customer notice at least two months in advance in writing or using email. The change shall be considered to have been agreed to if the customer does not object to it within one month of receiving the notice of change. In the case of customer objection to such change, Omniboard.dev reserves additional right to terminate the contract and such termination shall take effect from the date at which the pricing change is applied.

The pricing of the custom enterprise subscription plans are not subject to this provision as their pricing model is custom per customer. The pricing of the custom enterprise subscription plan is in effect for the duration of given instance of custom enterprise subscription plan term and are subject to re-negotiation upon custom subscription plan term completion and in case of triggering specified limits within the custom enterprise subscription plan.

Terms of Service Amendments

Omniboard.dev Terms of Service may change from time to time. The customer will be notified in advance, without limitation, by an email or by posting revised Terms of Service on the Website and in the Service before such amendments come to an effect. In case of customer disagreement with new amended Terms of Service, the customer shall terminate its free or paid subscription plan according to conditions specified in "Contract Term and Termination" section. The continued use of the Service after the amended Terms of Service come to an effect is considered as an agreement to these amended Terms of Service.

Choice of Law, Place of Performance, Place of Jurisdiction

The laws of the Swiss Confederation (Switzerland) apply. The domicile of solveo GmbH shall be used as the place of performance and place of jurisdiction.

Severability and Miscellaneous

If any provision of this Terms of Service shall be not be valid under applicable law, void, or unenforceable for any reason, then such provision shall be severed from these Terms of Service. The invalidity and removal of such provisions shall not affect the validity and enforceability of the remaining provisions of these Terms of Service.

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