General Terms & Conditions

Last updated: February 22, 2025

1. DEFINITIONS

In these Terms, the following capitalized definitions shall have the following meanings:

• “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party.
• “Chunk Works Software” means the proprietary software, applications, APIs, and associated tools provided by Chunk Works to access the Services.
• “Customer Data” means any data, files, text, software, and other content that Customer or its Users transmit, store, or process via the Services.
• “Documentation” means the user guides, technical manuals, and help files regarding the Services made available by Chunk Works.
• “License” means the right granted to Customer to use the Services and Chunk Works Software as specified in an Order Form.
• “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and Chunk Works.
• “Credentials” means the usernames, passwords, API keys, private encryption keys, or other access tokens used to verify identity and access the Services.
• “Services” means the software-as-a-service platform, data processing, and related professional services provided by Chunk Works.
• “User” means an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription or to whom a Service has been provisioned.

2. APPLICABILITY OF THE TERMS

Unless expressly agreed to otherwise in writing between the Parties, all offers, pilot programs, Order Forms, contracts, or agreements related to the Services shall be governed by these Terms.

By using the Services, Customer agrees to be bound by these Terms. Chunk Works expressly rejects any general terms and conditions used by Customer. No other terms and conditions shall be binding on Chunk Works unless accepted by it in writing. All transactions between Chunk Works and Customer are governed in order of priority by: (i) Order Form; (ii) these Terms; and (iii) any other annexes or appendices to these Terms. If there is ever a conflict between any of the above, the terms of the agreement with the higher priority shall prevail.

3. ACCESS TO THE SERVICES

3.1. Trial License

If Customer registers for a free trial or evaluation version, Chunk Works will make the applicable Services available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered, or (b) the start date of any purchased Service subscriptions. Additional trial terms and conditions may appear on the trial registration web page and are incorporated into these Terms by reference.

3.2. Grant of License

Subject to these Terms and the applicable Order Form, Chunk Works grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and Chunk Works Software solely for Customer’s internal business operations during the License Term.

3.3. Restrictions

Customer shall not, and shall not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying algorithms of the Chunk Works Software (except to the extent such restrictions are prohibited by applicable law); (ii) modify or create derivative works based on the Services; (iii) attempt to gain unauthorized access to the Services or its related systems or networks; (iv) use the Services to store or transmit malicious code; or (v) resell, lease, or sub-license the Services to a third party without prior written consent.

4. CUSTOMER OBLIGATIONS

4.1. Customer Responsibilities

Customer is responsible and liable for all uses of the Services by Customer and its Users, directly or indirectly. Customer is responsible for all acts and omissions of Users, and any act or omission by a User that would constitute a breach of these Terms. Customer shall ensure that its environment meets the minimum technical specifications required for the operation of the Services.

4.2. Security of Credentials

IMPORTANT NOTICE: Certain Services provided by Chunk Works may utilize client-side encryption or secure authentication methods where the Customer retains sole possession of the Credentials (including private keys or master passwords). Customer is solely responsible for the secure storage, backup, and confidentiality of these Credentials.

Customer expressly acknowledges and agrees that:

• Chunk Works may not have access to, store, or retain copies of Customer’s private Credentials.
• If Customer loses, forgets, or destroys these Credentials, Customer may permanently lose access to any Customer Data secured by those Credentials.
• Chunk Works has no ability to recover lost Credentials or decrypt data without them.
• Chunk Works shall not be liable for any loss of data, loss of access, or damages resulting from the loss, compromise, or mismanagement of Credentials by Customer.

4.3. Customer Affiliates

Where Affiliates of Customer purchase a License to the Chunk Works Software or other Services by executing an Order Form that references these Terms, such an agreement shall be deemed to form a separate agreement. This means that (i) Customer or Customer’s Affiliates have no rights under the agreements of other Customer Affiliates; and (ii) breach or termination by Customer or Chunk Works of any separate agreement shall not be a breach or termination under any other agreement between Chunk Works and another Customer.

5. PERSONAL DATA AND DATA PROTECTION

The Parties agree and acknowledge that they shall abide by all applicable laws relating to the collection and processing of personal data and personal information in connection with the Services. Customer acknowledges that where the Services involve encryption, Chunk Works acts as a processor of encrypted data and may have no technical means to access or view the underlying content of Customer Data. Customer agrees to indemnify and hold harmless Chunk Works against any claims of third parties relating to or arising out of the collection or processing of personal data or personal information included within the Customer Data.

6. SUPPORT AND PROFESSIONAL SERVICES

6.1. Support Services

Support and Professional Services may be available to Customer upon payment of applicable fees, as specified in Customer’s Order Form or the Chunk Works applicable price list. Any Support or Professional Services are subject to these Terms and Chunk Works’s applicable policies.

6.2. Customer obligations

If Professional Services have been agreed, Customer shall:

• provide all necessary co-operation in connection with the delivery of the Services in a timely and efficient manner;
• provide all necessary access to such information as may be required by Chunk Works in order to provide the Services, including configuration information;
• be responsible for maintaining the availability of Customer Personnel that shall possess the necessary skills to fully engage with the Services;
• comply with all applicable laws and regulations with respect to its activities under the applicable Order Form;
• obtain and shall maintain all necessary licenses, consents, and permissions necessary for Chunk Works to perform its obligations; and
• ensure that its network(s) and systems comply with the relevant specifications provided by Chunk Works.

6.3. Delivery or Completion Periods

In cases where Chunk Works provides Professional Services, the delivery times and dates are estimates and Chunk Works cannot be held liable for any damages as a result of delay in delivery. Unless otherwise agreed in writing, failure to meet delivery times shall not be considered fatal.

6.4. Inability to Perform

If Chunk Works is unable to timely perform its obligations when providing Professional Services, Chunk Works will promptly notify the Customer of any delay and the expected period of time necessary to perform.

7. LICENSE TERM

7.1. License Term

Unless otherwise specified on the Order Form, the License Term shall be twelve (12) months, which shall begin on the License Start Date.

7.2. Automatic renewal

Unless otherwise specified on the Order Form, the License Term shall automatically renew for additional terms, each of which shall be of equal duration to the initial term, unless either Party gives written notice of termination to the other Party at least two (2) months prior to the expiration of the then-current License Term.

7.3. Cancellation or Termination

Customer may not cancel or earlier terminate a License Term except as provided in Section 10.2.

7.4. Written Notice

Customer must give written notice to Chunk Works via email to Info@ChunkWorks.Net. Only notices of termination sent to the submitted invoicing email address or written acceptance of termination from a Chunk Works employee shall be deemed valid termination notices.

8. FEES

8.1. Prices and Payment Schedule

Customer shall pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form: (i) fees are based on Services and software licenses purchased and not actual usage; (ii) payment obligations are non-cancelable and fees paid are non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term.

8.2. Usage Fees

Certain Services may be billed based on consumption, throughput, or storage utilization (“Usage Fees”). Customer agrees to pay all Usage Fees accrued as set forth in the Order Form or applicable rate card. Chunk Works reserves the right to invoice Usage Fees in arrears or require pre-purchase of usage credits.

9. PAYMENT

9.1. Invoice based payments

9.1.1. Payment Method

Chunk Works’s invoices are payable to Chunk Works’s designated bank account through bank or wire transfer by the due date indicated on the Order Form or as provided in the issued invoice to Customer.

9.1.2. Standard Invoicing Schedule

Unless otherwise specified on the Order Form, the applicable Fees shall be invoiced for a 12-month period at the beginning of the License Term or a renewal term. Other Services shall be invoiced in accordance with the applicable Order Form.

9.1.3. Invoicing Method

Invoices shall be sent to the billing address provided by Customer via electronic invoicing (email).

9.1.4. Payment Term and Late Payments

Unless expressly agreed otherwise, Customer shall pay all invoices within thirty (30) days as provided in the invoice. If Customer fails to make any payment when due, without limiting Chunk Works’s other rights and remedies: (i) Chunk Works may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Chunk Works for all actual costs incurred by Chunk Works in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees.

9.1.5. Invoicing Information

Customer shall provide Chunk Works with all necessary information to process each invoice, including a valid billing address.

10. TERMINATION

10.1. Termination

Either Party may terminate a License upon two (2) months advance written notice to the other Party prior to the expiration of a License Term.

10.2. Termination for Cause

10.2.1.

Chunk Works may terminate an Order Form or License, effective on written notice to Customer, if Customer (A) has an unpaid invoice past due a minimum of 14 days after Chunk Works’s delivery of written notice thereof, or (B) breaches any of its other obligations under these Terms.

10.2.2.

Either Party may terminate an Order Form or License effective on written notice to the other Party, if the other Party materially breaches these Terms and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for 60 days after the non-breaching Party provides the breaching Party with written notice of such breach.

Either Party may terminate an Order Form or License, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent; (B) files for bankruptcy; (C) makes a general assignment for the benefit of its creditors; or (D) enters receivership.

10.3. Obligations upon Termination

Upon expiration or earlier termination of a License, Customer shall immediately discontinue use of the Services and Chunk Works IP. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination.

10.4. Surviving Terms

Sections that due to their nature survive expiration or earlier termination of any License, including but not limited to Confidentiality, Intellectual Property, Indemnification, and Limitation of Liability, shall continue in full force and effect.

10.5. Termination during trial period

If the Customer participates in a free trial, the Customer may terminate the Agreement without further obligation by providing written notice to Chunk Works before the Start Date of the paid License Term.

11. CONFIDENTIALITY

11.1. Confidentiality Obligation

From time to time during the License Term, either Party may disclose or make available to the other Party Confidential Information. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations. Each Party’s obligations of non-disclosure are effective as of the date these Terms become effective and will expire two years from the date first disclosed, provided that trade secrets shall remain confidential for as long as they remain trade secrets under applicable law.

11.2. Equitable Relief

The Parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy and breach of this Section 11 shall entitle each Party to seek equitable relief in addition to any other remedies at law.

12. INTELLECTUAL PROPERTY

12.1. Chunk Works IP

Customer acknowledges that, as between Customer and Chunk Works, Chunk Works and/or its licensors own all right, title, and interest, including all intellectual property rights, in and to the Chunk Works IP, software, algorithms, and technology.

12.2. Customer Data

Chunk Works acknowledges that, as between Chunk Works and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer does hereby grant to Chunk Works a non-exclusive, royalty-free, worldwide license to process, transmit, and store the Customer Data as may be necessary for Chunk Works to provide the Services to Customer.

13. CHUNK WORKS TECHNOLOGY

13.1. License Basis

Customer acknowledges that it is obtaining only a limited right to use and access the Services and that no ownership rights are transferred to Customer under these Terms. Customer agrees that Chunk Works reserves all rights not specifically granted under these Terms.

13.2. Feedback

If Customer provides any feedback to Chunk Works concerning the functionality and performance of the Services, Customer hereby assigns to Chunk Works all right, title, and interest in and to the Feedback, and Chunk Works is free to use the Feedback without payment or restriction.

14. INDEMNIFICATION

14.1. Chunk Works Indemnification

Chunk Works shall defend Customer against any third-party claim that the Services infringe a valid patent or copyright, and shall indemnify Customer for any damages finally awarded against Customer in connection with such claim, provided that Customer: (a) promptly gives written notice of the claim; (b) gives Chunk Works sole control of the defense; and (c) provides reasonable assistance.

14.2. Customer Indemnification

Customer shall defend, indemnify, and hold harmless Chunk Works from and against any claims, damages, liabilities, costs, and expenses arising out of or related to: (a) Customer’s use of the Services in violation of these Terms; (b) any Customer Data stored or transmitted via the Services; or (c) Customer’s failure to secure Credentials.

15. LIMITATIONS OF LIABILITY

15.1. In no event will either party or its suppliers be liable for any loss of use, lost, inaccurate, or corrupted data, interruption of business, or any loss of income, business, sales or profits (whether actual or anticipated), costs of delay, reputational harm, third-party claims, or any indirect, special, incidental, punitive, or consequential damages.

15.2. Chunk Works will not be responsible or liable in any manner for any third-party products or services and will not be responsible or liable for the use by Customer of the Services in violation of these Terms.

15.3. Notwithstanding anything else in these terms to the contrary, Chunk Works’s aggregate liability for all claims of any kind shall not exceed the total paid by customer for the services during the twelve (12) months preceding the date on which the damaging event occurred.

15.4. The liability limitations in this section 15 do not apply to: (i) the indemnity obligations under section 14; and (ii) customer’s payment obligations.

15.5. Chunk Works shall never be liable for damages or loss of any nature whatsoever caused by (a) Customer’s failure to secure Credentials/Keys; (b) hacking by third parties or virus, malware, or similar issues, provided that Chunk Works has taken all reasonable security measures customary in the industry.

15.6. The limitations of liability referred to in this section 15 do not apply if the damage or loss is the result of fraud, willful misconduct, or gross negligence committed by either party.

16. WARRANTY

16.1. Warranty

During a License Term, Chunk Works warrants that the Services shall perform materially in accordance with the applicable Documentation. This warranty is only applicable if the Software has been installed and used in accordance with Chunk Works instructions.

16.2. Beta Versions

Software designated as “Beta,” “Evaluation,” or “Trial” is provided “AS IS” without any warranty of any kind, express or implied. Chunk Works disclaims all liabilities regarding the use of such versions.

16.3. Claims and Remedies

If the Services fail to perform as warranted, Customer’s sole and exclusive remedy, and Chunk Works’s sole and exclusive liability, shall be the correction of the defect or, if correction is not reasonably possible, termination of the License and refund of prepaid fees for the remaining term.

17. GENERAL TERMS

17.1. Notice

Any notice or communication pursuant to these Terms must be in writing. Customer must send any notices under these Terms (including breach notices and indemnity claims) to Chunk Works, in English, at the following address www.chunkworks.net.

17.2. Assignment

These Terms will bind and inure to the benefit of each Party’s permitted successors and assigns. Customer is not permitted to assign, delegate or otherwise transfer the Order Form, License, or any rights arising under these Terms, except in connection with a merger, acquisition, or other transfer of all or substantially all of Customer’s assets or voting securities.

17.3. Publicity

Unless otherwise specified in the applicable Order Form, Chunk Works may use Customer’s name, logo, and trade marks to identify Customer as a customer of Chunk Works and a user of the Services on Chunk Works’s website and in other marketing materials.

17.4. Subcontractors

Chunk Works may use subcontractors and permit them to exercise the rights granted to Chunk Works in order to provide the Services. Chunk Works shall remain responsible for compliance of its subcontractors with these Terms.

17.5. Independent Contractors

The Parties shall be deemed independent contractors. Nothing contained in these Terms shall be read or construed so as to constitute the relationship of principal and agent or of partnership between the Parties.

17.6. Force Majeure

Neither Party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated Party; government restrictions; or other event outside the reasonable control of the obligated Party.

18. Contact Information

For questions about these Terms, contact us:

• Email: legal@chunkworks.net
• Business Contact: Info@ChunkWorks.Net
• Address: Skaly B.V. (trading as Chunk Works)
  Wilhelminaplein 1-40
  3072 DE Rotterdam
  The Netherlands