This document contains the general terms and conditions of CodeSandbox B.V., with its principal office located at Singel 542, 1017 AZ Amsterdam, the Netherlands and registered with the Dutch Chamber of Commerce under registration no. 71881972 (hereinafter: “CodeSandbox”).
These terms and conditions (hereinafter: “Terms and Conditions”) apply to all agreements for the provision of services by CodeSandbox to its users.
CodeSandbox and its user may herein individually be referred to as a "Party" or collectively as the "Parties".
The capitalized words in these Terms and Conditions have the meaning set out below, unless a (different) meaning is assigned elsewhere in these Terms and Conditions or in the Agreement.
1.1. Account: the account of User which provides access to the Platform and allows User to use the Service. Unless agreed otherwise, the account is created in the course of User providing its login credentials by opting to use its (external) account with one of the Third-party Services to complete the registration/sign-in procedure described in Article 2.2.
1.2. Agreement: the entire agreement between CodeSandbox, which in any case includes, without limitation, CodeSandbox's quotation or offer, these Terms and Conditions and any separate written agreements, such as a data protection agreement or service level agreement (if applicable), concluded between the Parties.
1.3. Consumer: a User, being a natural person not acting in the course of its profession or business, to which CodeSandbox provides Services under the Agreement for personal use.
1.4. Data Protection Agreement: the data protection agreement concluded between the Parties pursuant to the European General Data Protection Regulation, attached as Appendix 1.
1.5. Documentation: all accompanying materials (whether in hard copy or in electronic format) supplied in connection with the Services, including manuals, instruction guides, online documentation, any written materials accompanying the Services or other materials provided to User by CodeSandbox which describe the functionality and/or specifications of the Services.
1.6. Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, brand rights, model rights, neighboring rights, patent rights and rights to know-how.
1.7. Office Hours: Monday through Friday, between 09.00 and 17.00 CEST, excluding any bank holidays observed in the Netherlands, holidays observed and announced by CodeSandbox, and other days of which CodeSandbox has indicated in advance that its offices will be closed.
1.8. Platform: the software-as-a-service solution provided by CodeSandbox under the Agreement, which is accessible via the Website.
1.9. Service Plan Offer: CodeSandbox’s offer for Service Plans (i) as presented by CodeSandbox on the Platform and/or Website which User may choose to accept by way of the Platform or (ii) as presented in writing in the form of a custom proposal by CodeSandbox on request – leading to the conclusion of a new Service Plan between CodeSandbox and User.
1.10. Service Plan: the (sub-agreement) service plan under which Services will be provided to User under the Agreement, as indicated in the Service Plan Offer, and which forms an inextricable part of the Agreement. Depending on the agreed service plan, different features of the Services will be made available to Users and different pricing may apply.
1.11. Services: the services provided by CodeSandbox to User under the Agreement, including but not limited to the provision of access to the Platform.
1.12. Third-Party Services: external services provided by third parties which may be (i) required to facilitate the Services or (ii) otherwise integrate with the Services. Third-party services include but are not limited to GitHub, Apple ID and Google.
1.13. User Content: any data and materials stored by or under the responsibility of User by way of the Services, or otherwise made available to CodeSandbox by or under responsibility of the User in the context of the Agreement – including but not limited to software, source code, object code, websites, logos, leaflets, images, texts, video’s, audio and personal data within the meaning of the European Data Protection Regulation.
1.14. User: the natural person or legal entity to which CodeSandbox provides Services under the Agreement.
1.15. Website: https://codesandbox.io/
2.1. The Agreement is concluded with User’s completion of the registration/sign-in procedure for an Account on the Platform, and the subsequent receipt by User of a written registration confirmation from CodeSandbox, automated or otherwise.
2.2. User requires an Account to access the Services. During Account registration, User is asked to provide login credentials by using its (external) account with one of the Third-Party Services. User is obliged to use any Accounts in a careful manner and to keep its login information secure and strictly confidential. CodeSandbox has the right to assume that all acts performed following authentication of these Accounts have been performed under the supervision and with the approval of User. User is obliged to notify CodeSandbox immediately if it suspects abuse of and/or unauthorized access to its Account.
2.3. Accounts are strictly intended for personal use and may not be shared between individuals.
2.4. The Platform and Services rely on integration with Third-Party Services to function. An account with one of the Third-party Services is required to register and maintain an Account with CodeSandbox. User acknowledges that loss of access to its account with the Third-party Service it used to register its Account with CodeSandbox, will automatically mean loss/deletion of its Account with CodeSandbox and results in User being unable to access all or most of the Services.
2.5. In addition to facilitating Accounts, Third-party Services may be integrated with Services for other purposes. Such integration may only occur if User first registers with the third party in question and accepts the relevant terms and conditions applicable to those third-party products and/or services. CodeSandbox will in no case be liable or responsible for the (non-)functioning of such third-party products and/or services in relation to their integration with the Services.
2.6. In the event of any contradictions between the different documents comprising the Agreement, the following order of precedence shall apply:
3.1. After conclusion of the Agreement, as well as after any additional agreements regarding Service Plans as meant in Article 6, CodeSandbox will apply all commercially reasonable efforts to, as soon as possible, provide User with access to the relevant Services for the duration of the Agreement, in accordance with (if applicable) the agreed Service Plan.
3.2. Any deadlines stated by CodeSandbox are always indicative and are not to be considered as strict deadlines (“fatale termijnen”).
3.3. CodeSandbox will always provide Services to User on a ‘commercially reasonable efforts’ basis, unless CodeSandbox has expressly committed to providing a specific result or made a specific guarantee in the Agreement.
3.4. CodeSandbox is entitled to engage third parties in the performance of the Agreement. Any costs associated with this will only be at User's expense if this has been agreed in advance.
3.5. User is obliged to do everything that is reasonably required and desired to ensure that the Service is performed correctly in a timely manner. In particular, User will ensure that all information designated by CodeSandbox as essential or in respect of which User should reasonably understand that it is required for the purpose of performing the Services, is provided to CodeSandbox in a timely fashion. User makes sure that the information and details are correct, complete and up to date.
4.1. User is expressly prohibited from scraping or otherwise processing – in an automated manner or otherwise – the data and information contained on the Website, the Platform and/or otherwise contained in the Services or provided by CodeSandbox, unless such use was specifically permitted in writing by CodeSandbox in advance, or such use is logically and reasonably necessary in order to make use of the Services in the manner that was prescribed in writing by CodeSandbox.
4.2. User is expressly prohibited from using the data and information specified above for any purpose that falls outside the intended scope and purpose of the Services as presented by CodeSandbox, including but not limited to the training and improvement of ‘Large Language Models’ and other solutions driven by artificial intelligence or comparable technologies.
4.3. User is prohibited from using the Services in a manner that is in violation of these Terms and Conditions or any applicable laws and regulations. Additionally, using the Services in a manner that may cause hindrance or loss and/or damage to CodeSandbox or any third party is not permitted.
4.4. It is prohibited to use the Services (even if legally permitted to do so):
a. to willfully distribute malware or any other harmful software;
b. to bypass any local network restrictions (for example, by creating a proxy or unblocker service);
c. to permanently host websites or other web infrastructure;
d. as a part of any scam or operation with malicious intent (for example: phishing);
e. to store or make available information or materials or other User Content that infringes upon any Intellectual Property Rights or other third-party rights, including violation of any third-party (open source) licenses;
f. to promote or provide instructions or information about how to engage in illegal conduct, commit illegal activities or promote physical harm or injury;
g. to store or make available materials that are threatening, libelous, defamatory, obscene, misleading, offensive or unlawful in any way whatsoever;
h. in any manner that may cause hindrance for other users of the Platform, or that may damage and/or impede the systems and networks of CodeSandbox or third parties;
i. to send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
j. to harvest, collect, gather or assemble information or data regarding other users of the Platform;
k. to attempt to gain unauthorized access to systems or networks; or
l. to create bot accounts and bypass bans.
4.5. If, in CodeSandbox's opinion, the operation of the computer systems or network of CodeSandbox or third parties and/or provision of services via the Internet is obstructed, impaired or otherwise at risk, in particular as a result of the transmission of excessive amounts of data, leaked personal data or virus activity, malware and similar harmful software, CodeSandbox is authorised to take any and all measures it deems reasonably necessary to avert or prevent such risk. These measures include, but are not limited to, suspension of the Services and termination of the Agreement.
4.6. CodeSandbox is entitled to disclose the name, address and other identifying data of User or the end user concerned to a third party who complains that User has violated its rights, provided that the applicable legal and/or jurisprudential requirements have been met.
4.7. CodeSandbox will be entitled to report any acts that may be punishable as criminal offenses. In doing so, CodeSandbox may provide the relevant Materials and all relevant information about User and any involved third parties to the competent authorities and perform all other acts that these authorities request CodeSandbox to perform in the context of an investigation.
4.8. User will follow all reasonable instructions issued by CodeSandbox in relation to the use of the Services.
4.9. CodeSandbox may recover from User any loss and/or damage sustained as a result of User’s violations of this Article 4 and measures taken by CodeSandbox as a result thereof. User shall indemnify CodeSandbox and hold CodeSandbox harmless against any third-party claims based on the assertion that the materials stored or distributed by User using the Services infringe on third-party rights or are otherwise unlawful.
5.1. If a third party notifies CodeSandbox or if CodeSandbox itself observes that, with the use of the Services, certain materials are stored or distributed that infringe third-party rights or User’s use of the Services otherwise violates laws and regulations or the Agreement, in particular Article 4, and including notices submitted in accordance with the United States Digital Millennium Copyright Act of 1998 (“DMCA”), CodeSandbox shall notify User of the complaint or violation as soon as possible.
5.2. CodeSandbox shall give User the opportunity to respond to the aforementioned notification within a reasonable time and, if necessary, take action. If User fails to do so, CodeSandbox may itself take all reasonable measures to end the violation. These measures may include the suspension or termination of access to the Platform, or termination of the Agreement. This may result in certain data being deleted or made inaccessible, or access to the Services being blocked in whole or in part. In urgent cases CodeSandbox may take immediate action, without alerting User. If User is a Consumer, direct intervention by CodeSandbox is only possible in the form of removal or blocking of the unlawful materials – unless User continues to repeat its violations, in which case CodeSandbox is entitled to make (parts of) the Services inaccessible to User. In that case, however, the legal (suspension) rights of CodeSandbox shall continue to apply in full.
5.3. Further information surrounding CodeSandbox’ notice-and-takedown policies, compliance with the DMCA and procedures for submitting complaints, notices and counter-notices can be found on our website.
6.1. The scope of User’s access to different functionalities and features of the Services is determined by the agreed upon Service Plan.
6.2. Service Plans are concluded by User’s acceptance of a relevant Service Plan Offer by way of its Account on the Platform, and subsequent receipt by User of a written purchase confirmation from CodeSandbox, automated or otherwise.
6.3. If no paid Service Plan is concluded, or if an existing paid Service Plan expires or is terminated, the applicable Service Plan shall be the lowest available tier for personal use, which is provided by CodeSandbox free of charge, as specified in the Service Plan Offer(s).
6.4. In the absence of a paid Service Plan, User will not be able to access part of the Services and associated features and functionalities until a (new) paid Service Plan is agreed between the Parties. Regardless of the foregoing, User will retain access to its Account and a limited set of features and functionalities of the Services, unless the Agreement is terminated in accordance with Article 10.
6.5. The Service Plan will be applicable for the duration specified in the relevant Service Plan Offer. After that initial duration (hereinafter “Initial Period”) be automatically and tacitly renewed for successive periods of the same duration as the Initial Period (hereinafter: “Renewal Periods”), unless either Party provides the other Party with a written notice of non-renewal at least.
a. one (1) days before the end of an Initial Period or Renewal Period – in the event the Initial Period or Renewal Period is less than one (1) year; or b. thirty (30) days before the end of an Initial Period or Renewal Period – in the event the Initial Period or Renewal Period is one (1) year or more.
6.6. Service Plan Renewal Periods shall be under the same terms and conditions as the Initial Term, unless CodeSandbox has provided written notice to User of any amended terms and conditions and/or pricing of the Service Plan i in which event, the amended terms and conditions and/or pricing shall apply to the Renewal Period, provided the notice was given at least.
a. (1) days before the end of an Initial Period or Renewal Period – in the event the Initial Period or Renewal Period is less than one (1) year; or b. thirty (30) days before the end of an Initial Period or Renewal Period – in the event the Initial Period or Renewal Period is one (1) year or more.
6.7. CodeSandbox may immediately terminate the Agreement by written notice to User, without the requirement for notice of default or judicial intervention if User:
a. has been granted suspension of payments, whether provisionally or not; b. is declared bankrupt; or c. has its company dissolved or terminated.
6.8. In the event of bankruptcy of CodeSandbox, User may only terminate the Agreement if such bankruptcy has the effect that User can no longer access and use the Platform, with the exception of temporary disruptions in accessing and using the Platform.
6.9. The provisions of the Agreement which, by their nature and content, are intended, expressly or impliedly, to continue to have effect notwithstanding the completion, rescission, termination or expiration of the Agreement shall survive and continue to bind the Parties, and shall in any event include Article 16, 17.1, 19.1, Article 21 and Article 24.
6.10. The applicability of Article 6:271 et seq. of the Dutch Civil Code is expressly excluded. As such, termination, dissolution, or end of the Agreement by different means, shall under no circumstance lead to obligations or commitments to undo parts of the Agreement already performed at the time of termination (“ongedaanmakingsverbintenissen”).
7.1. If User is a Consumer, User may have the opportunity during a period of fourteen (14) days from the moment the paid Service Plan is concluded to rescind it in writing and free of charge (‘ontbinden’), in accordance with its right to withdrawal under European law the laws of the United Kingdom of Great Britain and Northern Ireland. User can exercise its right of withdrawal by sending an unambiguous statement to CodeSandbox within aforementioned cooling-off period. For this purpose, User can use the model withdrawal form (as provided on the Website), but this is not mandatory.
7.2. The right of withdrawal does not apply to Service Plans to provide Services, after performance of the Service Plan has already commenced, if:
a. performance has begun with the express prior consent of User; and b. User has declared to explicitly waive its right of withdrawal once CodeSandbox has fulfilled the Agreement.
8.1. If User purchases a paid Service Plan it may – depending on the selected Service Plan – allow other users of CodeSandbox to join its project(s) and use the features of the Service Plan. In such a case, User will qualify as a team admin (hereinafter: “Team Admin”) and be able to designate other CodeSandbox users belonging to its team or company to use the Service and the features of the applicable Service Plan under the Team Admin’s responsibility (hereinafter: “Team Members”).
8.2. If and to the extent that User acts in the capacity of a Team Member (i.e. by working within the environment of the relevant Team Admin on the Platform), the responsibility for compliance with the Agreement and the Team Member User’s use of the Services rests entirely with the relevant Team Admin. In such a case, CodeSandbox may assume that all acts performed in the capacity of Team Member User occur under the supervision and responsibility of the Team Admin. However, to the extent that User does not act in the capacity of a Team Member, it remains fully responsibly and liable for compliance with the Agreement and its use of the Services.
9.1. In consideration of the fees specified in the applicable Service Plan (if any), CodeSandbox grants User a non-exclusive, non-transferable license to use the Platform and the features and functionalities specified in the applicable Service Plan Offer – for the duration, and in accordance with the conditions and limitations, specified in the applicable Service Plan Offer.
9.2. User authorizes CodeSandbox to publicly disclose that User is a user of the Services and CodeSandbox may, in this context, incorporate User’s name and logo in any promotional materials, including but not limited to the Website and in press releases.
9.3. The rights provided for the benefit of User under this Article 9 are granted to User only, and shall not be considered granted to any subsidiary or holding company of User, unless expressly agreed otherwise.
10.1. The Agreement is entered into for an indefinite period of time and may not be terminated except as provided for herein.
10.2. User may immediately terminate the Agreement at any time by deleting its Account, taking into account Article 10.6.
10.3. CodeSandbox may terminate the Agreement at any time, provided that it takes into account a notice period of one (1) month.
10.4. Without prejudice to any other rights and remedies hereunder and/or by statutory law, CodeSandbox will be entitled to suspend or terminate the Agreement or the applicable Service Plan if User commits a breach of its obligations under this Agreement by notifying User if such breach is irremediable or – if such breach is remediable – User fails to remedy that breach within a reasonable period after being notified in writing to do so.
10.5. CodeSandbox may suspend or give notice to terminate the Agreement in writing with immediate effect, without notice of default being required, in the event User is declared bankrupt, User applies for or is granted suspension of payments, User’s activities are ceased or its business is wound up. User may suspend its obligations under the Agreement if any of the situations specified in this Article 10.5. applies to CodeSandbox, without prejudice to its termination rights and other suspension rights. If User is a Consumer, the regular rules regarding suspension under the applicable law apply.
10.6. In the event that the Agreement is terminated, the amounts owed to CodeSandbox by User until the moment of termination will become immediately due and payable (irrespective of the reason for the termination). User acknowledges that by terminating the Agreement, it will permanently lose access to any Service Plans active at the time of termination. User will not have a right to refunds or restitutions in the event a (paid) Service Plan is applicable to the Agreement at the moment of termination, unless the Agreement was terminated as described in Article 10.3, in which case CodeSandbox will provide User with a refund in proportion to the part of the Service Plan that User was not able to use as result of the termination.
10.7. In the event of dissolution (‘ontbinding’) of the Agreement, applicability of section 6:271 et seq. of the Dutch Civil Code is excluded, and CodeSandbox shall not be obliged to repay amounts paid by User.
11.1. User acknowledges and agrees that CodeSandbox and/or its licensors own all Intellectual Property Rights in and to the Platform, Services, Documentation and other materials provided to it through the Services. User is not permitted to remove or alter any statement concerning copyright, trademarks, trade names or other Intellectual Property Rights from the Platform, Services, Documentation and other materials provided. User is not permitted to use or request domain names identical to or that confusingly correspond to any object that is subject to any Intellectual Property Right belonging to CodeSandbox and/or its licensors.
11.1. User is not entitled to make changes to the Platform, Services, Documentation and other materials provided to it through the Services and are not entitled to a copy of associated source code, except as permitted by mandatory law or otherwise agreed. User is not permitted to retrieve the source code by means such as reverse engineering or decompilation.
11.3. CodeSandbox may take (technical) measures to protect the Platform, Services, Documentation and other materials. Where CodeSandbox has taken such security measures, User is not permitted to circumvent or remove such security.
11.4. CodeSandbox represents and warrants that the Platform, Services, Documentation and other materials as provided by CodeSandbox do not infringe on the Intellectual Property Rights of third parties.
11.5. In providing the Services, CodeSandbox has the right to use third-party software and components, including open-source software.
12.1. In using the Services, User may create or submit User Content. Any Intellectual Property Rights relating to such Content shall remain with User or its licensors. User and/or its licensors shall own all right, title and interest in and to all User Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality thereof.
12.2. CodeSandbox will process the User’s personal data in accordance with its privacy policy, located here: https://codesandbox.io/legal/privacy. To the extent that User Data contains personal data, within the meaning of the GDPR, concerning third parties, and such personal data is processed by CodeSandbox under the Agreement, CodeSandbox acts as processor and User as controller within the meaning of the European General Data Protection Regulation (hereinafter “GDPR”). In such an event, the Data Processing Agreement attached as Annex 1 to this Agreement shall apply. In the event User is a processor, CodeSandbox shall be deemed a sub-processor.
12.3. CodeSandbox receives a limited license to User Content for the purpose of providing and improving the Services, including any and all future aspects thereof.
12.4. In addition to the license specified in the previous paragraph, CodeSandbox will receive an irrevocable and unrestricted right to use any analyses, reports and results generated by using User Content, in anonymized or aggregated form for its own purposes, such as improvement of its Services – provided all relevant applicable legislation, such as the GDPR, is adhered to.
12.5. CodeSandbox shall not be responsible for any loss, destruction, alteration or disclosure of User Content caused by User or any third party (except those third parties sub-contracted by CodeSandbox).
12.6. If the Agreement is terminated, regardless of the reason for such termination, CodeSandbox will destroy or delete any User Content as soon as reasonably possible.
12.7. User represents and warrants that it possesses all Intellectual Property Rights and or licenses and authorizations required for the creation, submission, storage and other use of User Content via the Services. User indemnifies CodeSandbox and holds CodeSandbox harmless against any and all claims, costs and damages resulting from User Content which is in violation of Article 4.4.b or this Article 12.7.
13.1. In the course of using the Services, it is possible that User creates or submits User Content, with which it may allow third parties to interact outside the secured Platform environment (i.e. via the public internet). In this event, User is responsible and liable for ensuring – contractually and/or technically – that such interaction and any new User Content resulting therefrom is fully compliant with these Terms and Conditions. User bears responsibility for such third parties. Any damage or loss caused by such a third party will be recovered from User. CodeSandbox may assume that all actions performed in the course of such third-party interaction are performed under User's direction and supervision.
13.2. Publication as meant in Article 13.1. can only be performed by User by selecting the relevant option within the Platform. User acknowledges and agrees that selecting this option will automatically result in the relevant User Content being published on Third-party Service GitHub in accordance with the terms applicable thereto, which can be accessed through https://github.com/site/terms. In addition to the license granted to Github through the aforementioned terms, User grants CodeSandbox a limited right to facilitate publication as meant in this Article 13.2.
14.1. CodeSandbox will use reasonable endeavors to realize the uninterrupted availability of its systems, network and Services, but offers no guarantees in this regard unless otherwise agreed by means of a Service Level Agreement. CodeSandbox also makes no promises or guarantees as to security, availability and integrity of data transfers while making use of the Services, unless it explicitly states otherwise.
14.2. CodeSandbox regularly carries out maintenance, adjustments or improvements of its systems, software, networks of parts thereof which could lead to unavailability of the Services. Should maintenance, adjustments or improvements require a reduced or total unavailability of the Services, then CodeSandbox will attempt to carry out such maintenance as much as possible outside of Office Hours and will endeavor to notify User in advance of the scheduled maintenance. However, CodeSandbox is in no case liable to compensate any damage arising in connection with such maintenance, unless otherwise agreed by means of a Service Level Agreement. If CodeSandbox considers that there is a danger to the functioning of its systems, network or Services, CodeSandbox will have the right to implement all measures it considers reasonably necessary to avert or prevent this danger. Since the Services is provided over the public internet, User is itself responsible for acquiring appropriate internet access and suitable anti-virus protection and the like. CodeSandbox accepts no liability in this regard.
14.3. CodeSandbox may release updates to the Services that address bugs or add new features. CodeSandbox shall make such updates available to User as soon as practicable.
15.1. CodeSandbox may provide Documentation relating to the Services, intended for troubleshooting and general usage support. If CodeSandbox decides to provide Documentation, it may do so through the Platform and/or by other means on request of User.
15.2. In the event a paid Service Plan is applicable, CodeSandbox will provide a reasonable level of remote support with regard to the Services during Office Hours – unless a more extensive level of support was agreed by way of a separate service level agreement. Support will be offered via a helpdesk. CodeSandbox may assume that User and its End Users will first consult any Documentation before contacting the helpdesk. CodeSandbox may refer User and its End Users back to the Documentation if it is of the opinion that the question or request can be solved by means thereof.
15.3. CodeSandbox will apply commercially reasonable efforts to respond to any question or request submitted through the helpdesk as quickly as possible, but cannot give any guarantees in this respect – unless agreed by way of a separate service level agreement. The time required for the processing of support requests depends on the nature and complexity of the matter at hand.
16.1. In exchange for access to a paid Service Plan, User will be required to pay fees in accordance with the prices stated in the Service Plan Offer and/or the Agreement. Unless expressly indicated otherwise, all prices stated by CodeSandbox are in USD and are exclusive of value added tax (VAT) and other governmental levies.
16.2. CodeSandbox is authorized to adjust its rates and pricing for ongoing Agreements on an annual basis on (i) the basis of the CBS (“Centraal Bureau voor de Statistiek”) consumer price index (all households) or (ii) five percent (5%). User is not entitled to terminate the Agreement on the grounds of such.
16.3. Notwithstanding the previous paragraphs of this article, if User is a Consumer, User has the right to rescind the Agreement if prices are increased within three (3) months of the conclusion of the Agreement or of a Service Plan (‘ontbinding’).
16.4. Any pricing increase that falls outside the scope of Article 16.2. shall, mutatis mutandis, be governed by the rules regarding amendment of these Terms and Conditions, as meant in Article 22.
17.1. CodeSandbox will be entitled to invoice paid Service Plans electronically and in advance.
17.2. Unless otherwise stated on the Service Plan Offer, invoices issued by or on behalf of CodeSandbox will be due on receipt.
17.3. Invoices will be issued either directly by CodeSandbox or through its chosen third-party payment processor.
17.4. Payments made through the third-party payment processor will be subject to the terms, conditions, and privacy policies of the third-party payment processor, in addition to these Terms and Conditions.
17.5. CodeSandbox is not responsible for any error by, or other acts or omissions of, the third-party payment processor. CodeSandbox reserves the right to correct any errors or mistakes that the third-party payment processor makes even if CodeSandbox has already requested or received payment.
17.6. CodeSandbox will charge User for the fees due according to the Service Plan Offer and/or the Agreement via credit card or other localized payment method made available for User by the third-party payment processor, unless otherwise stated on the Service Plan Offer.
17.7. Once authorised by User through acceptance of the Service Plan Offer, recurring fees will be charged to User’s associated payment method without further authorization from User, until User terminates the Agreement in accordance with its terms or changes the payment method associated with the Account.
17.8. It is the sole responsibility of User to ensure an up-to-date and valid payment method is kept on file at all times.
17.9. User authorizes CodeSandbox to make multiple re-attempts at charging User’s payment method if an initial charge attempt is unsuccessful, without any specific limit on the number of retries.
17.10. If User fails to pay any fees when due, User shall be legally in default of payment from the due date of the invoice, without prior notice of default being required. CodeSandbox may suspend User’s access to the Services pending payment of such overdue amounts. These Terms and Conditions continue to apply.
17.11. In the case of default of payments, CodeSandbox shall then be entitled to charge User the entire amount due, as well as the interest accrued on the amount due from the due date at one percent (1%) per month or, if higher, the statutory commercial interest.
17.12. Without prejudice to the above, all costs related to the collection of outstanding claims – both judicial and extrajudicial (including the costs for lawyers, bailiffs and collection agencies) – shall be at the expense of User.
17.13. User is not entitled to set off any payment obligation owed to User against any claim against CodeSandbox for whatever reason.
17.14. CodeSandbox is entitled to set off User's claims on CodeSandbox against CodeSandbox's claims, on whatever ground, on User.
17.15. Article 17.11, Article 17.12, Article 17.13. and Article 17.14. shall not apply in the event User is a Consumer.
17.16. If User believes that CodeSandbox has billed User incorrectly, User must contact CodeSandbox no later than thirty (30) days after the issue date of the first invoice in which the error or problem appeared, to receive an refund or adjustment. Once CodeSandbox receives notice of a disputed invoice, CodeSandbox will review such notice and provide User with a written decision regarding the dispute. If CodeSandbox reasonably determines that the amounts billed are, in fact, due, User will pay such amounts (if it has not done so already) within fourteen (14) days of CodeSandbox notifying User in writing of such decision.
18.1. Fees charged are exclusive of all taxes, levies, duties or similar governmental assessments of any nature.
18.2. User shall be responsible (and CodeSandbox shall have no liability) for any taxes or similar charges and assessments on amounts payable by User under the Service Plan Offer and the Agreement.
18.3. If CodeSandbox has the legal obligation to pay or collect taxes for which User is responsible under the section in Article 18.2, CodeSandbox will invoice User and User will pay that amount unless User provides CodeSandbox with a valid tax exemption certificate authorized by the appropriate taxing authority in advance.
18.4. CodeSandbox is solely responsible for taxes assessable against it based on its income, property, and employees.
19.1. The Parties will treat as confidential the information they provide to each other before, during or after the performance of the Agreement if this information has been marked as confidential or if the receiving Party knows or should reasonably assume that this information was intended to be confidential. The Parties also impose this obligation on their employees and on the third parties engaged by them for the performance of the Agreement. These provisions continue to apply after the Agreement ends for any reason whatsoever and for as long as the disclosing party has the right to invoke the confidential nature of the information.
19.2. Each Party will use the same degree of care in protecting the confidential information of the disclosing party as it uses in protecting its own confidential information, but in no event less than reasonable care. Confidential information shall only be disclosed to persons that have a ‘need to know’ in the context of performing the Agreement.
19.3. 19.1. will not apply to any information which:
a. is or becomes generally available to the public other than as a result of a disclosure by the receiving Party in breach of the Agreement;
b. was within the receiving Party's possession prior to its disclosure to it by or on behalf of the disclosing Party;
c. becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party not under obligation to keep such information confidential; or
d. is developed independently by the receiving Party.
19.4. In the event that a receiving Party becomes legally compelled to disclose any confidential information provided pursuant to the Agreement, such receiving Party will provide the disclosing Party with prompt written notice so that such disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of the Agreement. Any confidential information provided hereunder will remain the exclusive property of the disclosing Party and in every other respects the receiving Party’s confidentiality obligations will still apply.
19.5. Promptly after the expiration or termination of the Agreement for any reason, each receiving Party will deliver to each disclosing Party all originals and copies of any material in any form containing or representing the confidential information in its possession or will destroy the same at the request of the disclosing party relative to such Confidential Information.
20.1. CodeSandbox's liability for loss and/or damages resulting from a failure in the performance of the Agreement, an unlawful act or otherwise is limited to the amount (excluding VAT) that User has paid CodeSandbox under the Agreement during the three (3) months prior to the event that caused the damages, where a series of related events counts as one event.
20.2. In the event a free Service Plan applies, or if the Parties have otherwise not concluded a paid Service Plan, CodeSandbox shall – given the free of charge nature of the Services provided – not be liable for any loss and/or damages. User expressly acknowledges and agrees that Services provided under any free Service Plans, are provided on an “as is” and “as available” basis.
20.3. CodeSandbox can only be liable towards User for direct damages as a result of an attributable failure in the performance of the Agreement. CodeSandbox' liability for indirect damages is excluded. For the purposes of this Agreement, indirect damages include lost savings, loss of data, loss of profit, damage to reputation and damage due to business interruption.
20.4. CodeSandbox' liability for an attributable failure to perform the Agreement that can be remedied only arises if User gives CodeSandbox prompt and proper written notice of default, giving CodeSandbox a reasonable time period to remedy the default, and CodeSandbox continues to fail to perform its obligations even after that time period. The notice of default must contain as detailed a description of the breach as possible so that CodeSandbox is able to respond adequately.
20.5. Any right to compensation is subject to the condition that User notifies CodeSandbox in writing of the damage within 90 days after discovery.
20.6. User expressly acknowledges and agrees that Services provided under any Trial Service Plans, as well as Services provided while no Service Plan is applicable to the Agreement, are provided on an “as is” and “as available” basis and that CodeSandbox assumes no liability whatsoever for any kind of damages arising from User’s use of the Services in these situations, unless caused by the wilful misconduct or deliberate recklessness of CodeSandbox’s management.
20.7. CodeSandbox will use all commercially reasonable efforts to ensure that all materials, including Documentation, provided under the Agreement, are current and accurate, but assumes no risk for any use User may wish to make thereof.
20.8. The limitations of liability as referred to in this Agreement will lapse if and to the extent that the damage is the result of intent or deliberate recklessness, or other circumstances apply in which it is unlawful to exclude or limit liability.
20.9. Any limitation of liability contained in these Terms and Conditions does not apply to Users who:
a. are Consumers; and
b. had an active paid Service Plan at the time of the event causing the damages.
21.1. CodeSandbox cannot be obliged to perform an obligation under the Agreement if the performance is prevented due to force majeure. CodeSandbox is not liable for any loss and/or damage due to force majeure.
21.2. Force majeure is considered to exist in any event in case of power outages, internet failures, telecommunication infrastructure failures, network attacks (including D(DOS) attacks), attacks by malware or other harmful software, civil commotion, natural disaster, terror, mobilization, war, import and export barriers, strikes, stagnation in supplies, fire, floods and any circumstance wherein CodeSandbox is not enabled to perform or prevented from performing by its suppliers, irrespective of the reason.
21.3. If a force majeure situation has lasted for more than ninety (90) days, CodeSandbox will be entitled to give notice to terminate the Agreement in writing with immediate effect.
22.1. CodeSandbox is authorized to amend these Terms and Conditions and will announce any such amendments to User at least thirty (30) days in advance. Amendments also apply to Agreements already entered into.
22.1. If User does not wish to accept a change, User can lodge a written objection within fourteen (14) days after the announcement. If CodeSandbox decides to proceed with the amendments despite User's objection, User can terminate the Agreement, in writing, with effect from and no later than the date on which the amendments take effect.
22.3. The procedure described in the preceding paragraph does not apply to (i) amendments of minor significance, (ii) amendments that benefit User, or (iii) amendments necessary because of mandatory legislation. CodeSandbox may implement such changes unilaterally and with immediate effect. User will be informed of such changes as soon as possible.
23.1. If User has a complaint about the Services provided, it may lodge such through the contact information listed at the bottom of these Terms and Conditions.
23.2. CodeSandbox will provide User with a response to its complaint within a reasonable time, but in any case within fourteen (14) days of receipt of the complaint. If it is not yet possible to provide a substantive or definitive response, CodeSandbox will confirm the complaint within fourteen (14) days of the receipt and give an indication of the period within which it expects to provide a substantive or definitive response.
23.3. If User qualifies as a Consumer, it may also submit a complaint via the European Dispute Resolution Platform, accessible at http://ec.europa.eu/odr/.
24.1. This Agreement is governed exclusively by the laws of the Netherlands. If User is a Consumer it shall also receive the protection of the mandatory provisions of the law applicable where User is domiciled.
24.2. Any dispute between the Parties in connection with or arising from the Agreement will be submitted to the competent court in the Netherlands in the district where CodeSandbox has its registered office – unless mandatory law prescribes otherwise.
24.3. Where the Agreement refers to “written” or “in writing”, this also includes e-mail communication provided the identity of the sender and the integrity of the content can be adequately established.
24.4. Any additional terms and conditions of User will not form part of the Agreement, unless specifically agreed in writing by CodeSandbox.
24.5. If any provision of the Agreement is found to be contrary to applicable law, or is otherwise unenforceable, this provision will be amended to the extent that it is in accordance with applicable law, with due observance of the intended meaning of the relevant provision. This includes, in particular, any provisions that may be determined or held to be unreasonable onerous with regard to Consumers.
24.6. User will not be authorized to transfer this Agreement or any of its rights and obligations arising therefrom to a third party without the express consent of CodeSandbox. CodeSandbox will be authorized to transfer this Agreement and all its rights and obligations arising therefrom to a third party that acquires the business operations to which this Agreement is subject, unless mandatory law provides otherwise.
Questions, comments and/or complaints may be addressed to:
CodeSandbox B.V. <[email protected]>
Singel 542
1017AZ Amsterdam
The Netherlands
VAT ID (BTW): NL858886583B01
Company Registration ID (KvK): 71881972
This Data Processing Agreement is an integral part of the Agreement. If and insofar as the Services involve the processing of personal data, as meant in the GDPR, by CodeSandbox on User’s instructions, the provisions of this Annex 1 shall apply. In such case this Annex 1 serves as a (sub-)data processing agreement, in the context of which CodeSandbox is considered a (sub-)processor and User is considered a controller as meant in the GDPR. Any capitalized terms not otherwise defined in this Data Processing Agreement shall have the meaning ascribed to them in the Agreement.
1.1. CodeSandbox will only process the personal data for the benefit of the performance of the Agreement, and for those purposes that are reasonably associated with this or are determined in further consultation with User.
1.2. The purposes of the processing, as well as the categories of data subjects and the types of personal data that are processed in the provision of the Services are described in Appendix 1 to this Annex 1.
1.3. CodeSandbox has no independent control of the purpose and the means of processing the personal data. CodeSandbox will take no independent decisions concerning the receipt and use of the personal data, provision of the data to third parties and the term for which personal data will be stored.
2.1. Each Party will assume responsibility for its own obligations under the GDPR and other applicable privacy laws and regulations.
2.2. At its express request, CodeSandbox will inform User within a reasonable period of time of the measures it has taken with regard to the obligations referred to in the preceding paragraph.
2.3. User represents and warrants that the content, the use and the instructions for the processing of personal data are not unlawful and do not infringe any third-party rights, and indemnifies CodeSandbox against any third-party claims within this framework.
2.4. CodeSandbox will support User in carrying out a Data Protection Impact Assessment (‘DPIA’) or – insofar as this is required by law – prior consultation of the supervisory authority. The costs associated with this will be at User's expense.
2.5. CodeSandbox will inform User if, in CodeSandbox's opinion, an instruction from User is contrary to the GDPR or other applicable privacy laws and regulations.
3.1. CodeSandbox may process personal data in countries within the European Economic Area (“EEA”). Transfer to countries outside of the EEA is also permitted, provided that the provisions of the GDPR are complied with.
3.2. At User's express request, CodeSandbox will inform User of the countries in which the personal data are processed within a reasonable term.
4.1. User hereby grants CodeSandbox general permission to engage third parties (“Sub-Processors”) in the processing of personal data, provided that CodeSandbox complies with the GDPR and other applicable laws and regulations. An up-to-date list of Sub-processors engaged by CodeSandbox can be requested via <[email protected]>.
4.2. CodeSandbox will contractually require all Sub-processors to comply with the same or equivalent obligations as agreed between User and CodeSandbox regarding the processing of personal data. In the event of errors made by sub-processors, CodeSandbox will be liable towards User as if it had made the errors itself.
5.1. The personal data processed by CodeSandbox must always be considered as confidential information. This information will therefore be subject to the confidentiality obligations as laid down in Article 19 of the Terms and Conditions.
5.2. CodeSandbox will take appropriate technical and organizational measures in connection with the processing of personal data to be performed in order to protect such data against loss or any form of unlawful processing (such as unauthorized disclosure, interference, alteration or provision of personal data). Though CodeSandbox will make every effort to prevent loss or unlawful processing of personal data, CodeSandbox cannot guarantee that the security measures taken will suffice under all circumstances.
6.1. User is itself responsible for reporting a personal data breach to the relevant supervisory authority and the data subjects to which the personal data relate. In order to enable User to comply with this legal obligation, CodeSandbox will inform User of any personal data breach without undue delay.
6.2. CodeSandbox's duty to report towards User will in any case include reporting the fact that there has been a personal data breach, as well as – insofar as this is known to CodeSandbox – the information referred to in Article 33, paragraph 3 of the GDPR. If CodeSandbox does not have all the information referred to in that article, it will gather this information as soon as possible and make it available to User.
6.3. Where required by law and/or regulations, CodeSandbox will cooperate in informing the relevant supervisory authorities and/or the data subjects whose personal data have been leaked. The costs associated with this will be at User's expense.
7.1. If a data subject wishes to exercise one of his or her statutory rights and submits a request to that end to CodeSandbox, CodeSandbox will forward that request to User. User will subsequently ensure that the request is handled. CodeSandbox may inform the data subject of the fact that the request has been forwarded.
7.2. In the event that a data subject submits a request concerning the exercise of one of his or her statutory rights to User, CodeSandbox will – if User so desires – cooperate in the handling thereof if User is unable to handle the request itself. The costs associated with this will be at User's expense.
8.1. User is authorized to have periodic audits performed by an independent expert who is bound to confidentiality, in order to verify CodeSandbox’s compliance with the obligations that arise from this Annex 1. The associated costs, including the reasonable costs CodeSandbox incurred in the audit, will be at User's expense.
8.2. The audit referred to above will only take place if and in so far as User has requested, assessed and put forward reasonable arguments regarding any audit reports or other reports already present – which arguments justify another audit initiated by User. An audit is justified if and insofar as the existing reports that CodeSandbox has available provide an insufficient or inconclusive answer with regard to CodeSandbox's compliance with this Annex 1.
8.3. CodeSandbox will cooperate in the audit and will make available any information and employees that may reasonably be relevant to the audit – including supporting information such as system logs – as soon as possible and in any case within a reasonable term. In the performance of the audit, User ensures efforts will be made to limit the impact on CodeSandbox's operations as much as possible.
8.4. An audit initiated by User will take place no earlier than two (2) weeks after User's announcement thereof. The Parties will determine the exact date and time of the audit in mutual consultation.
8.5. User will perform a maximum of one audit of CodeSandbox a year, unless there is a concrete and demonstrable suspicion that CodeSandbox is not complying with the arrangements of this Annex 1.
8.6. The Parties will jointly assess the findings of the audit that has been performed and will determine on that basis whether or not those findings will require measures to be implemented by one of the Parties or by the Parties jointly.
9.1. If the Agreement is terminated, CodeSandbox will – at User's discretion – either return all personal data it has processed on User's instructions under the Agreement to User within a reasonable period of time, or delete or destroy such personal data. The reasonable costs associated with this will be at User's expense.
9.2. The above applies only to personal data that CodeSandbox processes on User's instruction in the role of (sub-)processor. The provisions above therefore do not apply to the personal data that CodeSandbox itself processes in the capacity of controller.
Categories of personal data to be processed and categories of relevant data subjects | |
|---|---|
Categories of personal data | Categories of data subjects |
Personal data: Note: considering the multi-purpose nature of the Service(s), CodeSandbox has no control over the categories of personal data User might submit through the Services. The categories of personal data processed through the Services are dependent on the type and purpose of the projects User builds with the Services, and which data it allows its (end) users to submit. This may involve, for example:
And will in any case involve:
Special categories of personal data:
| Data subjects: Note: considering the multi-purpose nature of the Service(s),CodeSandbox has no control over the categories of data subjects of which User might process personal data through the Services. The categories of data subjects of which personal data is processed through the Services are dependent on the type and purpose of the projects User builds with the Services, and which parties it may allow to access the project and submit information. This will in any case involve:
|