Terms and Conditions - LOK

1. Agreement and Binding Nature

These Terms and Conditions create a legally binding contract between you (the user or client) and LOK - TEST A/S. Your access to or use of our website, services, or materials constitutes your acknowledgment and acceptance of these terms in their entirety.

If you are accessing our services on behalf of an organization or company, you represent and warrant that you have the authority to bind that entity to these terms, and references to "you" in this document apply to both you individually and the entity you represent.

These terms supplement and work in conjunction with any specific project agreements, service contracts, or statements of work that may be executed between the parties. In case of conflict between this document and a specific project agreement, the project agreement shall take precedence regarding matters directly addressed in that agreement.

2. User Obligations and Responsibilities

As a user of our website and services, you accept certain obligations and responsibilities that ensure lawful, ethical, and productive interactions.

2.1 Lawful Conduct

You agree to use our website and services only for lawful purposes and in compliance with all applicable local, national, and international laws and regulations. You shall not use our services in any manner that could violate rights of others or expose LOK - TEST A/S to legal liability.

This includes compliance with intellectual property laws, data protection regulations, export control laws, and any industry-specific regulations applicable to your jurisdiction or business activities.

2.2 Accurate Information

You agree to provide accurate, complete, and current information when communicating with us or submitting forms on our website. You must promptly update any information that changes during the course of our business relationship.

2.3 Confidentiality

During project collaboration, you may receive confidential information about our development methodologies, technical approaches, or business practices. You agree to maintain the confidentiality of such information and not disclose it to third parties without our written consent.

2.4 Cooperation

For successful project completion, you agree to provide timely feedback, necessary approvals, required materials, and reasonable cooperation throughout the development process. Delays in client cooperation may impact project timelines and deliverables.

2.5 Payment Obligations

You agree to make timely payments according to the terms specified in project agreements or invoices. Late payments may incur additional fees and may result in suspension of services until payment obligations are fulfilled.

3. Prohibited Activities and Behaviors

The following activities are expressly prohibited when using our website or services. Violation of these prohibitions may result in immediate termination of services and potential legal action.

3.1 Attempting to gain unauthorized access to any portion of our website, systems, networks, or data

3.2 Interfering with or disrupting the operation of our website or services through technical attacks, excessive requests, or malicious code

3.3 Using automated systems, bots, or scrapers to access or extract data from our website without explicit permission

3.4 Reverse engineering, decompiling, or attempting to extract source code from any deliverables or proprietary systems

3.5 Impersonating LOK - TEST A/S, its employees, or representatives in communications or transactions

3.6 Using our services to develop content that violates laws, infringes intellectual property rights, or promotes illegal activities

3.7 Transmitting spam, unsolicited communications, or malicious content through our contact forms or communication channels

3.8 Circumventing security measures, authentication systems, or access controls implemented on our website

3.9 Sublicensing, reselling, or redistributing our services or deliverables without explicit contractual permission

3.10 Engaging in activities that could damage our reputation, business interests, or client relationships

4. Content and Communication Guidelines

When communicating with us or requesting development services, you agree to adhere to professional standards and appropriate content guidelines.

Professional Communication

All communications should maintain professional courtesy and respect. Abusive, threatening, or harassing communications will not be tolerated and may result in termination of services.

Project Content Appropriateness

We reserve the right to decline projects involving content that we deem inappropriate, offensive, illegal, or contrary to our values. This includes but is not limited to content promoting violence, discrimination, illegal gambling, or adult material.

Third-Party Rights

You represent and warrant that any materials, assets, or content you provide for project development do not infringe on intellectual property rights, privacy rights, or other legal rights of third parties.

5. Liability Limitations and Disclaimers

These provisions define the extent of liability and warranties associated with our services, protecting both parties from unreasonable risk.

5.1 Disclaimer of Warranties

Except as expressly stated in written project agreements, our services are provided "as is" without warranties of any kind, whether express, implied, statutory, or otherwise.

We specifically disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that deliverables will be error-free, meet all expectations, achieve commercial success, or function perfectly in all environments.

5.2 Limitation of Liability

To the maximum extent permitted by applicable law, LOK - TEST A/S shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising from or related to these terms, our services, or deliverables.

This includes but is not limited to lost profits, lost revenue, lost data, business interruption, reputational damage, or cost of procurement of substitute services, regardless of whether such damages were foreseeable or whether we were advised of their possibility.

Our aggregate liability for all claims arising from or related to our services shall not exceed the total amount paid by you to LOK - TEST A/S for the specific services giving rise to the liability during the twelve months preceding the claim.

5.3 Third-Party Components

Deliverables may incorporate third-party libraries, frameworks, or components subject to their own licenses and terms. We are not liable for defects, security vulnerabilities, or performance issues arising from such third-party components, though we use reasonable care in their selection.

5.4 Force Majeure

Neither party shall be liable for failure to perform obligations due to causes beyond reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, government actions, internet outages, or failures of third-party services.

6. Indemnification Obligations

You agree to indemnify, defend, and hold harmless LOK - TEST A/S, its officers, directors, employees, contractors, agents, and affiliates from and against any claims, actions, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and litigation costs) arising from or related to:

Your violation of these Terms and Conditions or any applicable laws or regulations

Your infringement or misappropriation of intellectual property rights, privacy rights, or other rights of third parties

Content, materials, or specifications you provide that result in claims against us

Your use or misuse of deliverables in ways not contemplated or authorized by project agreements

Your breach of representations, warranties, or obligations under project agreements

Any negligent or willful misconduct by you or your representatives

This indemnification obligation survives termination of these terms and any project agreements. We reserve the right to assume exclusive defense and control of any matter subject to indemnification, at your expense.

7. Legal Information and Dispute Resolution

7.1 Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the substantive laws of Germany, without regard to conflict of law principles that would result in the application of laws of another jurisdiction.

7.2 Jurisdiction and Venue

Any legal action, suit, or proceeding arising from or related to these terms or our services must be instituted exclusively in the courts of Berlin, Germany. By accepting these terms, you submit to the personal jurisdiction of these courts and waive any objections to jurisdiction or venue.

7.3 Dispute Resolution Procedures

Before initiating formal legal proceedings, parties agree to attempt resolution through good faith negotiations for a period of thirty days from when one party notifies the other of a dispute.

If negotiations fail to resolve the dispute, parties may agree to pursue mediation through a mutually acceptable mediator before resorting to litigation. Mediation costs shall be shared equally unless otherwise agreed.

7.4 Injunctive Relief

Notwithstanding other dispute resolution provisions, either party may seek injunctive or equitable relief from courts of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations.

8. General Legal Provisions

8.1 Entire Agreement

These Terms and Conditions, together with our Privacy Policy, Cookie Policy, and any executed project agreements, constitute the entire agreement between you and LOK - TEST A/S regarding the subject matter herein and supersede all prior or contemporaneous communications and proposals.

8.2 Severability

If any provision of these terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision shall be severed from these terms. The remaining provisions shall continue in full force and effect.

8.3 Waiver

No waiver of any term or condition of this agreement shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.

8.4 Assignment

You may not assign, transfer, or delegate these terms or any rights or obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any attempted assignment in violation of this provision shall be void. We may freely assign these terms without restriction.

8.5 No Third-Party Beneficiaries

These terms are for the sole benefit of the parties hereto and do not confer any rights or remedies upon any third party, except as expressly provided in indemnification obligations.

8.6 Headings

Section headings in these terms are for convenience only and shall not affect the interpretation of any provisions.

8.7 Notices

All notices required or permitted under these terms shall be in writing and delivered via email to info@starling-arc.com for notices to LOK - TEST A/S, or to the email address you provided for notices to you. Notices are deemed effective upon receipt.

8.8 Survival

Provisions that by their nature should survive termination of these terms shall survive, including but not limited to confidentiality obligations, intellectual property provisions, warranty disclaimers, limitations of liability, and indemnification obligations.

9. Modifications to Terms

We reserve the right to modify, amend, or update these Terms and Conditions at any time at our sole discretion. Changes become effective immediately upon posting on our website with an updated effective date.

Material changes may be communicated through additional means such as email notification or prominent website notices. Your continued use of our website or services after modifications are posted constitutes acceptance of the modified terms.

If you do not agree to modified terms, your sole remedy is to discontinue use of our website and services. For ongoing projects, modifications typically do not affect existing project agreements unless mutually agreed in writing.

10. Age Requirements

Our services are intended for businesses and individuals who are at least 18 years of age or the age of majority in their jurisdiction, whichever is greater. By using our services, you represent and warrant that you meet these age requirements and have the legal capacity to enter into binding contracts.

Contact Information

For questions, concerns, or notices regarding these Terms and Conditions, please contact us:

LOK - TEST A/S

Emdrupvej 102
2400
København

Email: info@starling-arc.com

Phone: +493050566536

Acknowledgment

By using our website or services, you acknowledge that you have read these Terms and Conditions in their entirety, understand them, and agree to be bound by them. You further acknowledge that these terms constitute a legally binding agreement between you and LOK - TEST A/S.