Terms of Use and Supplementary Terms and Conditions ("Supplier Agreement")

Table of Contents

Legal Notice Regarding the English Translation

This English version has been prepared as a courtesy translation of the original German text. It is provided solely for informational purposes and to facilitate understanding by English-speaking users. In the event of any inconsistency, ambiguity, omission, or discrepancy between the English translation and the original German version, the German version shall prevail and shall be legally binding. Only the German language version constitutes the authoritative and controlling version of these Terms of Use and supplementary Terms and Conditions.

§ 1 Scope

(1) These Terms of Use (hereinafter referred to as the "Terms") govern the use of the products and services of Borlabs GmbH (currently "Borlabs Cookie", "Borlabs Cache" and "Borlabs Opt-In") and supplement the terms and conditions of the Merchant of Record, Paddle.com Market Ltd.

The manufacturer of the products and provider of the services is Borlabs GmbH, represented by its Managing Director, Benjamin A. Bornschein, Hamburger Str. 11, 22083 Hamburg, Germany (hereinafter referred to as the "Provider").

The Provider supplies various services, in particular software licences and support services for the WordPress content management system, to its customers (hereinafter referred to as the "User" or "Customer") in return for payment.

Depending on the User's place of establishment, the contractual partner of the User is:

If the User is established in the United States of America:

Paddle.com Inc. 3811 Ditmars Blvd. #1071, Astoria, New York, NY 11105-1803, USA

If the User is established in Canada:

Paddle.com (Canada) Ltd. 22 Adelaide Street West, Suite 3400, Toronto, Ontario, M5H 4E3, Canada

If the User is established outside the United States of America and Canada:

Paddle.com Market Ltd. Judd House 18-29 Mora Street London, EC1V 8BT, United Kingdom

(hereinafter referred to as "Paddle")

The contractual relationship is governed by Paddle's terms and conditions, available at: https://www.paddle.com/legal/buyer-terms

The following Terms supplement Paddle's terms and conditions and constitute the "Supplier Agreement" within the meaning of Paddle's terms. Further details are set out in § 3.

(2) By ordering a plugin, the User expressly agrees to these Terms.

(3) Users within the meaning of these Terms are exclusively business customers within the meaning of Section 14 of the German Civil Code (BGB), namely any natural person, legal entity or partnership with legal capacity acting in the exercise of their commercial or independent professional activity when entering into the contract. The provision of the application to consumers is excluded.

§ 2 Subject Matter of the Services

(1) The Provider offers the services presented on its websites, in particular the software solutions described therein, to the User. The software is configured through a browser and implemented on the User's WordPress website by means of a plugin.

(2) Where the User instructs the Provider to perform services exceeding those described in the relevant service description, such additional services shall be remunerated separately. In the event of future extensions to the scope of services, the Provider reserves the right to make such extensions available only against separate remuneration.

(3) Where the Provider offers software as a free trial version, the User shall have no claims arising from the contract beyond those provided for by mandatory statutory liability provisions.

(4) The scope of the software's functionality and the User's rights of use are determined by the respective product descriptions and the details of the service package selected by the User.

(5) The agreed remuneration is paid exclusively for the technical provision of, or the granting of rights to use, the application and expressly does not constitute remuneration for consultancy services. The Provider does not provide legal advice, either through the software or by any other means.

(6) The User is responsible for the provision and proper operation of its website and for maintaining the current version of WordPress.

(7) To the extent that the application relies upon third-party services or merely interfaces with or interacts with services provided by third parties, such third-party services do not form part of the Provider's services and are not governed by these Terms. The Provider assumes no responsibility for the functionality or continued availability of third-party services, in particular for the continued maintenance or development of WordPress by the WordPress Foundation or the developer community.

§ 3 Formation of the Contract

(1) Use of the application requires prior registration. There is no entitlement to the opening of a user account. Registration is available exclusively to natural persons who are fully legally competent and at least 18 years of age. It is expressly prohibited to register a user account on behalf of third parties without their consent or for one User to use multiple accounts simultaneously.

(2) In the event of any conflict between the Provider's Terms and Paddle's terms and conditions, Paddle's terms and conditions, as the terms governing the contractual partner of the User, shall prevail.

Paddle's privacy policy shall also apply and is available at: https://www.paddle.com/legal/privacy

(3) The Customer is entitled to a 30-day refund period. The period for exercising this right shall commence upon Paddle's confirmation of the conclusion of the contract. The refund right may only be exercised once per Customer. The Provider reserves the right to withdraw the refund policy with effect for the future and, in cases of unauthorised repeated claims, to refuse reimbursement or recover amounts already refunded.

§ 4 Provision of the Application

(1) From the time of registration (§ 3), the Provider shall make the application available in the version current at the time of the conclusion of the contract on one or more central data processing systems leased from third parties (hereinafter referred to as the "Servers") in accordance with the provisions below.

(2) The scope of the application is determined by the service description applicable at the time the order is placed.

(3) The Provider shall ensure that the application provided:

  • remains free from defects throughout the term of the contract; and
  • is, in particular, free from viruses and similar malicious software capable of rendering the application unsuitable for its contractual purpose,

while applying the standard of care customary within the industry.

In determining whether the Provider is at fault, it shall be taken into account that software cannot be created entirely free from errors for technical reasons. Limitations of liability relating to open source components shall remain unaffected.

(4) The security measures to be observed by the User are set out in § 8 of these Terms.

(5) Adaptations or modifications to the software, as well as the creation of interfaces to third-party programs, shall only be owed where necessary for the maintenance, repair or preservation of the contractual use of the software. In all other cases, the Provider shall only be obliged to make such changes where this has been expressly agreed under a service agreement or otherwise. Such services may be charged separately in accordance with the Provider's generally applicable list prices.

(6) Where the Provider develops the application itself, it shall ensure that the application always reflects the proven generally accepted state of the art. Where the Provider obtains components of the application (such as open-source components, third-party plugins, etc.) from third parties, it shall make available to the User, no later than three months following the manufacturer's general market release, the latest version of the relevant component generally available on the market at the time the contract was concluded (§ 3).

Where the provision of new versions has been agreed, and where the provision of a new version or any other change results in an adverse effect on the functionality of the application, on workflows supported by the application, and/or on the usability of previously generated data, the Provider shall notify the User thereof in text form no later than six weeks before such change takes effect. Unless the User objects to the change in text form within two weeks of receipt of the notice of amendment, the change shall become part of the contract. In each notice of amendment, the Provider shall draw the User's attention to the aforementioned period and to the legal consequences of failing to exercise the right to object.

(7) Where separately agreed, the Provider shall make storage space available on the server for the storage of application data from the time the application is made operational. In such case, the application data stored on the server shall be backed up regularly. In all other respects, the User shall be responsible for creating regular backups. The User shall also be responsible for compliance with statutory retention periods under commercial and tax law.

(8) The handover point for the application and, where storage has been agreed separately, for the application data, shall be the router output of the Provider's data centre or that of the hosting provider commissioned by the Provider.

(9) For the purpose of using the software, the User shall maintain an operational website running the WordPress content management system in the current version or, at a minimum, the immediately preceding version of the current release. For access to the configuration interface, the User shall provide a commonly used web browser.

Where and to the extent that the User is able to use the application with older versions of WordPress, no legal entitlement to such compatibility shall exist. If the use of the application with outdated versions of WordPress results in reduced functionality or discontinuation of services, the User shall have no claims for defects or damages.

The objection procedure set out in paragraph 6, second subparagraph, shall apply accordingly to changes to the Provider's technical systems. The Provider shall not be responsible for the condition or suitability of the hardware and software required on the User's side, nor for the telecommunications connection between the User and the Provider up to the handover point.

§ 5 Availability of the Application

(1) The Provider shall ensure the availability of the application and, where applicable, the application data at the handover point as set out below. Availability means the technical usability of the application and the application data at the handover point for use by the User.

(2) The Provider shall make the application available to the User from the time of registration, excluding agreed periods of announced unavailability.

(3) The following periods shall also be deemed periods of availability:

  • disruptions in, or resulting from the condition of, technical infrastructure required for the operation of the application that is not provided by the Provider or its vicarious agents;
  • disruptions or other events not caused, wholly or in part, by the Provider or its vicarious agents, for example the exceeding of an agreed permitted level of use of the application;
  • insignificant impairments affecting the suitability of the application for its contractual purpose.

(4) Announced Unavailability

(a) During periods of announced unavailability, the Provider shall be entitled to perform maintenance, servicing, data backups and other work on the application and/or the servers. The Provider shall announce such periods of unavailability and their expected duration as early as reasonably possible.

(b) Use During Periods of Announced Unavailability

Where the User is able to use the application during periods of announced unavailability, no legal entitlement to such use shall arise. Should a reduction or interruption in performance occur during such periods, the User shall not be entitled to claims for defects or damages.

(5) Rectification of Faults

Unless response and recovery times have been agreed separately, the Provider shall ensure that remedial measures are initiated within a reasonable period in the event of unplanned unavailability. In the event of prolonged disruptions, the Provider shall inform the Customer of the anticipated time required to resolve the issue. The Provider shall also ensure that any reported or detected technical fault is rectified within a period appropriate to the severity and scope of the disruption.

§ 6 Additional Services and Support

(1) Documentation pages shall be made available to the User throughout the term of the contract.

Where the application is updated pursuant to § 4(6), the documentation pages shall be updated accordingly.

(2) Where the Provider offers third-party software as part of the application and no generally available documentation in German or English exists, the Provider shall be entitled to provide only the documentation available to it.

The User is entitled to store, print and reproduce the documentation in a reasonable number of copies for contractual purposes, provided that existing intellectual property notices are retained. Otherwise, the restrictions on use set out in § 7 shall apply correspondingly to the documentation.

(3) The Provider shall offer customer support through a ticketing system. Support shall be available only to the Provider's direct customer or a person authorised by that customer. The Provider shall not be obliged to respond to support requests submitted by other means. Support availability hours are specified on the Provider's website, and § 5(5) shall apply accordingly. The Provider reserves the right to modify support hours and communication channels.

(4) In order to enable ticket allocation and processing, the Customer shall provide a functioning email address and maintain its availability throughout the processing of the support request. Delays resulting from a change of email address by the User shall not be attributable to the Provider.

(5) When using support services, the User shall create a separate ticket for each issue.

(6) When making use of support services, the User shall disable all caching and optimisation systems in order to avoid conflicts.

(7) Additional services may be agreed at any time. Unless the parties have agreed a specific remuneration arrangement (typically a fixed fee), additional services shall be provided on the basis of reimbursement of proven expenditure at the Provider's prices generally applicable at the time of commissioning.

Services provided exclusively against additional remuneration include, without limitation:

  • support relating to services provided by Google Inc.;
  • creation and review of custom code.

(8) In particular, there shall be no entitlement to free support where errors or application issues are attributable to unauthorised modifications to the software supplied by the User, including modifications to its folder structure.

§ 7 Rights of Use and Use of the Application

(1) Rights of Use

(a) The User is granted a non-exclusive, non-transferable and, subject to the provisions below, sublicensable right to use the software and plugin for the duration of the respective contract.

(b) The User shall use the application exclusively on the server and, where applicable, after temporary storage in the browser and via the plugin provided by the Provider. No physical delivery of the application to the User shall take place. The User may use the application solely for its own business activities.

(c) The User shall not be entitled to make any modifications to the Plugin, edit or have the Plugin edited, or incorporate the Plugin, in whole or in part, into other software for any purpose other than the purpose of the Agreement. This shall not apply to modifications necessary to correct errors, provided that the Provider is in default with respect to remedying the error, refuses to remedy the error, or is unable to remedy the error due to the commencement of insolvency proceedings.

(d) If the Provider supplies new versions, updates, upgrades or other releases during the contractual term, the foregoing rights shall also apply to such versions.

(e) In the case of licence models other than single-user licences, in particular the "Agency" and "Agency-Small" licence models, the Customer shall be entitled to grant sublicences in its own name and for its own account within the scope of the respective licence package.

The Customer shall ensure that such sublicences are not further sublicensed. The Customer shall not be entitled to grant rights exceeding the scope of the main licence, particularly in temporal terms.

Sublicences granted under this provision shall not include support services for third parties, in particular sublicensees. Access to support services shall be limited to the Customer and its vicarious agents.

(f) Any rights not expressly granted to the User shall remain with the Provider. In particular, the User shall not be entitled to use the application beyond the agreed scope, permit third parties to use it, or make it available to third parties.In particular, the User shall not be permitted to reproduce, sell, rent or lend the application, whether permanently or temporarily.

(2) The Provider reserves the right to ensure the proper licensing of the products covered by the Agreement by means of appropriate technical measures.

(3) Any breach of Section 7(1)(c) shall result in the loss of the right to use the relevant product and shall entitle the Provider to permanently disable the affected license. Any further claims of the Provider, including, in particular, claims for damages, shall remain unaffected.

§ 8 Obligations of the User Regarding Secure Use

(1) The User shall take all necessary precautions to prevent unauthorised access to the application.

(2) Prior to transmitting data and information to the Provider, the User shall scan such data for viruses and employ antivirus software corresponding to the current state of the art.

(3) The User shall ensure that the application is not used for racist, discriminatory, pornographic, youth-endangering, politically extremist or otherwise unlawful purposes, or in breach of statutory provisions, regulatory requirements or official orders, and that no corresponding data, in particular application data, is created and/or stored on the server.

(4) Breach of the Provisions in Paragraphs 1 to 3

(a) If the User breaches paragraphs 1, 2 or 3 for reasons attributable to the User, the Provider may block the User's access to the application or to the application data where this is demonstrably capable of remedying the breach.

(b) Where the User unlawfully breaches paragraphs 2 or 3, the Provider shall be entitled to delete the affected data or application data. In such cases, the User shall, upon request, promptly provide all information necessary for the assertion of claims against the User, including, in particular, the User's name and address.

If, despite a written warning, the User continues or repeatedly breaches paragraphs 1 to 3 and is responsible for such breach, the Provider shall be entitled to terminate the contract extraordinarily without notice.

(c) In the event of breaches of duty by the User, the Provider may claim damages in accordance with § 12, unless the User is not responsible for the breach.

(5) To the extent that databases or database works are created on the Provider's servers during the contractual term, particularly through the compilation of application data or through activities contractually permitted to the User, all rights in such databases or database works shall vest in the User. The User shall remain the owner of such databases or database works after termination of the contract.

(6) Without the Provider's consent, the User shall not be entitled to transfer the software to third parties, in particular by selling or subletting it. In the case of volume licences pursuant to § 7(1)(e), permission to grant sublicences to the number of sublicensees specified in the relevant licence package shall be deemed granted.

(7) The Provider shall not be liable for infringements of third-party rights committed by the User where such infringements arise from use exceeding the rights granted under the contract. In such cases, the User shall indemnify the Provider against all third-party claims upon first demand.

§ 9 Duties and Obligations of the User

The User shall fulfil all duties and obligations necessary for the performance of the respective contract. In particular, the User shall:

(1) not disclose access to the software to unauthorised users;

(2) comply with the restrictions and obligations concerning the rights of use under § 7, in particular:

(a) not retrieve, or permit others to retrieve, information or data without authorisation, interfere with programs operated by the Provider, interfere with data networks of the Provider or its hosting provider, gain unauthorised access to such systems, or facilitate such access;

(b) indemnify the Provider against any third-party claims arising from unlawful use of the application by the User or resulting from data protection, copyright or other legal disputes caused by the User in connection with the use of the application;

(c) ensure that authorised users are likewise obliged to comply with the provisions of these Terms applicable to them;

(3) ensure that, when using third-party materials (for example when transmitting third-party texts or data to the Provider's servers), all third-party rights are respected;

(4) examine data and information for viruses before transmitting them to the Provider and use antivirus software corresponding to the current state of the art;

(5) where the User transmits data to the application for the purpose of generating application data, regularly back up such data in accordance with its importance and create its own backup copies in order to facilitate reconstruction in the event of data loss;

(6) regularly download and back up the application data stored on the server and create regular backups of its website, particularly before submitting a support ticket.

§ 10 Data Security and Data Protection

(1) The contracting parties shall comply with all applicable data protection laws, in particular those in force in Germany, including the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG), and shall oblige their employees involved in the performance of the contract to maintain data confidentiality insofar as they are not already generally bound by such obligations.

(2) Where the User collects, processes or uses personal data, the User warrants that it is authorised to do so under applicable law, in particular data protection law, and shall indemnify the Provider against third-party claims arising from any breach.

(3) The application is loaded and operated exclusively within the User's browser. As a rule, no data is transmitted to the Provider.

To the extent that the Provider processes personal data of the User, such data shall only be collected and used insofar as this is necessary for the performance of the contract. The User consents to the collection and use of such data to this extent.

In all other respects, the Provider's Privacy Policy shall apply.

(4) The obligations set out in paragraphs 1 to 3 shall remain in force for as long as application data remains within the Provider's sphere of control, including after termination of the contract.

(5) The Data Processing Agreement pursuant to Article 28 GDPR (Appendix 1) shall apply between the Provider and the Customer. In the event of any conflict between these Terms and the Data Processing Agreement, the latter shall prevail.

§ 11 Confidentiality

(1) The Provider undertakes, both on its own behalf and on behalf of its employees and other vicarious agents, to treat all information obtained in connection with the contractual relationship as confidential where such information is designated as confidential or where confidentiality is evident from the circumstances.

(2) The obligation of confidentiality shall survive termination of the respective contract.

(3) The obligation of confidentiality shall not apply to information which:

  • does not constitute a trade secret within the meaning of the German Trade Secrets Act (GeschGehG);
  • can be proven to have been known or accessible to the recipient before disclosure by the other contracting party;
  • is lawfully disclosed to the recipient by third parties who are not subject to confidentiality obligations;
  • has become, or subsequently becomes, generally known within the relevant professional community through publication or by other means.

(4) Notwithstanding the foregoing provisions, the Provider shall be entitled to comply with its statutory obligations to disclose information, including information entrusted to it.

§ 12 Liability

(1) The Provider shall be liable without limitation for all damage caused intentionally or through gross negligence by the Provider, its legal representatives or its vicarious agents.

(2) In cases of slight negligence, the Provider shall be liable without limitation for injury to life, limb or health.

(3) In all other cases, the Provider shall only be liable where it has breached an essential contractual obligation. Essential contractual obligations are those obligations which are of particular importance for achieving the purpose of the contract, as well as those whose breach may jeopardise the achievement of the contractual purpose.

In such cases, liability shall be limited to foreseeable losses typically arising in the ordinary course of events.

For the avoidance of doubt, it is reiterated that, pursuant to § 2(5), the Provider does not provide advisory services, in particular legal advice.

Strict liability for defects existing at the time of conclusion of the contract pursuant to Section 536a of the German Civil Code (BGB) is excluded. Paragraphs 1 and 2 shall remain unaffected.

(4) Where the Customer is able to continue using the software after expiry of the licence term pursuant to § 13(5), no legal entitlement to such continued use shall exist and the Provider's liability shall be limited to cases of intent and gross negligence. Paragraph 6 shall remain unaffected.

(5) The User is responsible for regularly backing up its data. Accordingly, in the event of data loss caused by the Provider, the Provider shall only be liable for the costs of restoring the service on the basis of, and to the state reflected by, the User's most recent backup copy.

(6) Liability under the German Product Liability Act and any other mandatory statutory provisions shall remain unaffected.

§ 13 Term and Termination

(1) The contractual relationship shall commence on the date of conclusion of the contract (§ 3) and shall be entered into for a term of twelve (12) months.

(2) The contractual relationship shall automatically renew for successive periods of twelve (12) months unless terminated by either contracting party before the expiry of the respective term.

(3) The right to terminate for good cause shall remain unaffected. Good cause shall exist in particular where one of the contracting parties materially breaches its contractual obligations and continues to do so despite having received a written warning and/or being granted a reasonable period for remedy.

(4) If the Provider terminates the contractual relationship extraordinarily due to a culpable breach of duty by the User, the User shall be obliged to compensate the Provider for any damage resulting from such extraordinary termination.

(5) Upon expiry of the licence term, the Customer shall retain limited access to the user account and may continue to use the software only with restricted functionality. The Customer shall not receive any updates. There shall be no entitlement to support services.

(6) The User alone shall remain responsible for compliance with statutory retention obligations (for example those arising under tax law) relating to its user data.

(7) The Customer may terminate the contract through the customer portal. Where the customer portal is not used, termination must be made in text form.

(8) Upon termination of the contractual relationship, the Customer shall immediately and permanently delete all plugins and any data generated by them, where applicable.

§ 14 Force Majeure

Neither contracting party shall be obliged to perform its contractual obligations in the event of force majeure and for the duration thereof.

In particular, the following circumstances shall be regarded as force majeure for the purposes of this provision:

  • fire or explosion beyond the affected party's control;
  • pandemics;
  • flooding;
  • war, mutiny, blockade or embargo;
  • industrial action lasting more than six weeks and not culpably caused by the affected party;
  • technical problems affecting the internet which are beyond the control of either contracting party.

Each contracting party shall notify the other party in writing without undue delay upon the occurrence of an event of force majeure.

§ 15 Final Provisions

(1) The contractual language shall be German. Where these Terms or other contractual documents are translated into another language, such translations are provided solely as an aid to understanding. Only the wording of the German version shall be authoritative.

(2) The contractual relationship between the User and the Provider, as well as these Terms, shall be governed exclusively by the laws of the Federal Republic of Germany. The application of German private international law is excluded.

(3) Mandatory consumer protection provisions applicable in the country in which the User has its habitual residence shall remain applicable to the extent that they afford the User greater protection.

(4) The place of jurisdiction for all disputes arising out of the user agreement and these Terms shall be the registered office of the Provider in Hamburg.

Version: April 2026