Resourcly GmbH, Julius-Hatry-Straße 1, 68163 Mannheim, Germany (“Resourcly”, “we”, “our” or “us”), is a technology company specializing in the provision of an AI-powered software-as-a-service platform enabling customers to manage idle inventories to improve efficiency and reduce waste (“Platform”). These Terms of Service (“ToS”) govern the access to and use of the Platform by individual end users (“Users”) who have been authorized by a customer of Resourcly (“Customer”) to use the Platform under a Master Services Agreement between Resourcly and the Customer (“MSA”).
These ToS form a legal agreement between you as an authorized end user of the Platform (the “User”, “You” or “Your”) and Resourcly with respect to Your use of the Platform. Your right to access and use the Platform is derived from and dependent upon the MSA between Resourcly and the Customer who has authorized Your access.
By clicking on the “ACCEPT TERMS” button, by creating an account, or by using the Platform, You agree to be bound by the terms of these ToS. You represent that You have been duly authorized by the Customer to access and use the Platform under the Customer’s MSA with Resourcly. If You have not been so authorized, You must not access or use the Platform.
If You would like to get in contact with us and with respect to any notice required or permitted under these ToS, You can write to us by email to sre@resourcly.com.
Please read these ToS carefully to ensure that You understand the terms before You use the Platform.
These ToS are supplementary to the MSA between Resourcly and the Customer. The MSA governs the commercial relationship between Resourcly and the Customer, including the scope of access, fees, service levels, warranties, liability, and indemnification. These ToS govern Your individual access to and use of the Platform as an authorized end user. In the event of a conflict between these ToS and the MSA, the MSA shall prevail. Your rights under these ToS are subject to and limited by the terms of the MSA.
1. Using the Platform and Creating an Account
Certain features of the Platform may require an account. You can register for an account to access the Platform via the website or app. Registration requires You to provide Your full name and a valid email address.
You are required to provide truthful information both during registration as well as in the context of using the Platform. You are solely responsible for the completeness and accuracy of the information provided. You agree that any content submitted to the Platform does not and will not violate third-party rights of any kind, including, without limitation, any intellectual property rights.
We may update and further develop the Platform at any time and adapt it due to a changed legal situation, technical developments or to improve IT security. In doing so, we will give due consideration to Your legitimate interests and inform You of any necessary updates in a timely manner. However, sometimes changes will need to be made immediately and if this happens, we will not be able to provide You with notice.
Resourcly may update, modify, suspend, or discontinue any part of the Platform at any time. Resourcly may also impose limits on certain features or restrict Your access to parts or all of the Platform without notice.
2. Definitions
In these ToS, capitalized terms have the meanings set forth below. Capitalized terms not defined herein shall have the meanings given to them in the MSA.
“User Data” means any and all data supplied, submitted, ingested, processed, stored, posted, displayed, or otherwise made available by or on behalf of You for processing by or use with the Platform.
“Documentation” means the technical specification documentation generally made available by Resourcly to its users with regard to the then-current version of the Platform from time to time, accessible at portal.resourcly.earth.
“Platform” means the comprehensive suite of software functionalities that Resourcly delivers as a software-as-a-service (SaaS) solution accessible via the Internet, as further described in the MSA and the applicable Order.
3. Platform License and Intellectual Property
3.1 Subject to the terms and conditions of these ToS and the MSA, and for so long as the MSA remains in effect, Resourcly grants to You a non-exclusive, non-transferable, non-sublicensable right to access and use: (a) the Platform in accordance with the Documentation; and (b) the Documentation, solely for the Internal Purposes of the Customer as defined in the MSA and in accordance with the terms of these ToS and the MSA. Except as expressly granted herein or in the MSA, there are no other rights of access or licenses granted to You, whether express or implied. All rights not expressly granted are reserved by Resourcly. Your license rights are subject to and limited by the scope of access granted to the Customer under the MSA.
3.2 You shall keep Your user ID and password confidential and not share them with any unauthorized person. You are responsible for all actions taken using Your account.
3.3 The Platform may contain third-party software components, including open-source software, which are subject to their own license terms. These ToS do not apply to such third-party software.
3.4 Access to the Platform and the Documentation will be granted in English by electronic means within a reasonable period following Your acceptance of these ToS.
3.5 You shall not, directly or indirectly, and You shall not permit any third party to: (a) sell, rent, lease, resell, or otherwise transfer Your rights to use the Platform; (b) use the Platform to develop any product or service competitive with the Platform; (c) reverse engineer, decompile, or disassemble the Platform; (d) copy, modify, or create derivative works from the Platform; (e) remove any copyright or proprietary notices from the Platform; (f) introduce any virus, malware, or harmful code; (g) circumvent any access limitations or security measures; (h) use the Platform in violation of any applicable law; (i) probe, scan, or penetration-test the Platform; or (j) upload any content that is unlawful, harmful, or objectionable. Further restrictions apply under our Acceptable Use Policy.
3.6 Resourcly reserves the right to suspend or terminate Your access to the Platform immediately and without prior notice if Resourcly reasonably believes that You have violated these ToS, the Acceptable Use Policy, or any applicable law, or if Your continued use poses a security risk to the Platform or other users.
AI Functionality
3.6.1 To the extent AI Functionality is included in the Platform, or You enable the use of any AI Functionality in the Platform, the following terms shall apply to the use of such AI Functionality:
You understand and acknowledge that the AI Functionality may produce similar responses to similar prompts by other Resourcly users and/or third parties using similar AI Functionality and Your rights in the content of such responses may not be enforceable. Resourcly will only use User AI Data as necessary to provide the Platform. Subject to Section 3.6.2, the AI Subprocessor will only use User AI Data to provide and maintain the AI Functionality, comply with applicable law, and enforce License Restrictions, in accordance with its usage policies and published documentation. You are solely responsible for ensuring that Your User AI Data complies with applicable laws.
3.6.2 Any AI Input may, depending on the type of AI Functionality, be used by an AI Subprocessor for model training and improvement, subject to applicable opt-out rights provided by such AI Subprocessor. You acknowledge that Resourcly has no control over the use of the AI Input and any use of such is at Your own risk.
3.6.3 You have the right to use the AI Output for Your internal business purposes. Resourcly may use AI Output for its own internal business purposes.
3.6.4 AI-generated outputs are provided for informational purposes only and may contain errors, inaccuracies, or incomplete information. You acknowledge that AI outputs do not constitute professional advice and should not be relied upon as a substitute for Your own judgment or professional consultation. Resourcly does not guarantee the accuracy, completeness, or fitness for any particular purpose of any AI-generated output. You are solely responsible for evaluating and verifying any AI output before use.
3.6.5 The rights granted herein are subject to the restrictions of each AI Subprocessor from time to time in place (“License Restrictions”), including, without limitation, those set forth below, and You agree that You will comply with and not violate the following AI Subprocessor safety and usage policies (as may be updated from time to time):
- Anthropic Ireland, Limited; the terms of service for businesses and the Usage Policy;
- OpenAI, Inc.; the terms of services for business customers re privacy;
- Mistral AI; the terms of service.
3.7 All Intellectual Property Rights in and to User Data belong to and shall remain vested in You, the Customer, or the relevant third-party owner, as applicable. The ownership and licensing of Intellectual Property Rights is governed by the MSA.
3.8 You may store or transmit User Data to Resourcly to enable Resourcly to provide the Platform. With respect to such User Data, You hereby grant Resourcly during the term of these ToS a limited, royalty-free, non-transferable, non-exclusive license to use, copy and otherwise utilize the User Data solely to the extent necessary to provide the Platform, subject to the terms of the MSA.
3.9 If You provide any feedback, suggestions, or ideas regarding the Platform (“Feedback”), You grant Resourcly a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Platform or any other products or services without any obligation to You.
4. User Obligations
4.1 You acknowledge and agree that the terms and conditions of the MSA between Resourcly and the Customer apply to Your use of the Platform to the extent they relate to user conduct, data protection, intellectual property, confidentiality, and compliance obligations. You agree to comply with such terms as if You were directly bound by them.
4.2 You may engage with the Platform via an authentication method provided by Resourcly or a third-party authentication provider. Your use of a third-party authentication method is governed by the terms and conditions of the respective third-party authentication method provider. Resourcly will not be responsible for Your use of the authentication method or any act or omission of any third-party authentication method provider, including (a) failure of the authentication method, (b) presence of bugs or errors in the authentication method, or (c) provision by the authentication method of inaccurate identities at login. To the extent that authentication methods are made available by Resourcly, all authentication methods are provided without any representation or warranty unless explicitly stated otherwise.
4.3 You are responsible for: (a) obtaining, deploying, and maintaining all computer hardware, software, modems, routers, and other communications equipment necessary for You to access and use the Platform via the Internet; (b) contracting with third-party internet service providers, telecommunications, and other similar service providers to access and use the Platform via the Internet; (c) properly configuring and using the Platform; (d) taking appropriate action to secure, protect, and back up Your account and Your User Data; and (e) paying all third-party fees and access charges incurred in connection with the foregoing.
4.4 Resourcly shall not be responsible for supplying any hardware, software (other than provided as part of the Platform), or equipment to You under these ToS. You shall inform Yourself about the substantial functionalities of the Platform before using it and You bear the risk that the Platform satisfies Your factual needs and is compatible with Your computer systems.
4.5 You acknowledge and agree that Resourcly neither endorses the contents of any of Your communications or User Data, nor assumes any responsibility for any material contained therein, any infringement of third-party Intellectual Property Rights arising therefrom, or any crime facilitated thereby. You shall be solely responsible and liable for the completeness, integrity, quality, and accuracy of User Data.
4.6 You are responsible for backing up Your data. Resourcly is not liable for any loss of User Data.
4.7 Resourcly and You each shall provide accurate, current, and complete information as necessary for the other to communicate with the respective other Party from time to time regarding the Platform, or contact the other Party for other account-related purposes. Resourcly and You each shall keep any online account information current and promptly inform the respective other Party of any changes in such Party’s legal business name, address, email address, and phone number.
4.8 During the entire term of these ToS, You shall cooperate with Resourcly closely and faithfully and shall contribute reasonably to the fulfilment of these ToS. You shall actively contribute to the provision of the Platform to the extent necessary, e.g., by providing, if necessary, data and telecommunication facilities, by answering questions, and by reviewing work results of Resourcly.
4.9 Any prejudice and additional costs resulting from a breach of this Section 4 and other contribution obligations of You set out in these ToS, are at Your expense.
5. Data Protection
By accessing and using the Platform, we may process Your personal data. Please read our Privacy Notice to find more information about how we collect, use, disclose and otherwise process Your personal data.
6. Warranties
6.1 Resourcly’s representations and warranties with respect to the Platform, including warranties regarding non-infringement of third-party intellectual property rights and compliance with the Documentation, are set forth in the MSA between Resourcly and the Customer. You acknowledge that You are not a direct beneficiary of such warranties, which are owed to the Customer under the MSA.
6.2 You represent and warrant to Resourcly that:
- You have been duly authorized by the Customer to access and use the Platform;
- Your use of the Platform and any User Data You provide does not and will not infringe any Intellectual Property Rights or violate any applicable laws; and
- You will comply with all applicable laws and the Customer’s policies regarding use of the Platform.
7. Intellectual Property Indemnification and Liability
7.1 Resourcly’s indemnification obligations with respect to intellectual property infringement claims are set forth in the MSA between Resourcly and the Customer. Such indemnification is owed to the Customer, not directly to You as an end user. If You become aware of any third-party claim alleging intellectual property infringement related to the Platform, You shall promptly notify the Customer.
7.2 Resourcly’s liability with respect to the Platform is governed by and limited in accordance with the terms of the MSA between Resourcly and the Customer. You acknowledge that Resourcly’s liability to You as an end user is limited to the same extent as its liability to the Customer under the MSA.
8. Term and Termination
8.1 These ToS commence on the date You accept them (by clicking “ACCEPT TERMS”, creating an account, or using the Platform) and continue until terminated pursuant to Section 8.2, 8.3 and 8.4.
8.2 Each Party can terminate these ToS for convenience with fourteen (14) days’ notice.
8.3 Either Party may terminate these ToS by notice to the other Party for cause if the other Party is in material breach of these ToS and either the breach cannot be cured or, if the breach can be cured, it is not cured within fourteen (14) days following that Party’s receipt of notice of such breach. A breach of the Acceptable Use Policy shall be deemed a material breach.
8.4 These ToS shall automatically terminate, without notice, upon the termination or expiration of the MSA between Resourcly and the Customer, or upon the termination of Your authorization by the Customer to use the Platform. Upon such termination, Your right to access and use the Platform shall immediately cease.
8.5 Any notice of termination will only be effective if sent to, and received by, the other Party by email.
8.6 Termination of these ToS will terminate all licenses and rights granted to You hereunder. Upon termination, You shall immediately cease all use of the Platform and, at Resourcly’s request, confirm that You have done so.
8.7 The termination or expiration of these ToS for any reason shall not affect a Party’s rights or obligations that expressly or by their nature continue and survive, including the provisions concerning intellectual property, confidentiality, and limitation of liability.
9. Modification
9.1 Resourcly reserves the right to amend these ToS, provided that the amendment is reasonable for You and that Resourcly takes Your legitimate interests into account within the scope of the amendment. Changes to the subject matter of these ToS and the main performance obligations that would lead to a change in the nature of these ToS as a whole are excluded from the right to amend.
9.2 An amendment to these ToS by Resourcly shall be justified, in particular, if Resourcly is obliged to ensure that the Platform complies with applicable law, especially if the applicable legal situation changes, or if Resourcly is complying with a court order or an official decision through the amendment.
9.3 An amendment to these ToS initiated by Resourcly requires that Resourcly notify You of the intended amendment via email, in-app notification, or website posting at least four (4) weeks before the proposed date of entry into force. You shall be deemed to have given Your consent if You have not notified Resourcly of Your rejection prior to the proposed date of entry into force of the amendment. Resourcly shall be obliged to expressly draw Your attention to the consent effect of Your conduct within the scope of a change request.
9.4 If You object to the new provisions of these ToS, Resourcly shall be entitled to terminate these ToS without notice.
10. Miscellaneous
10.1 You shall not use our company name and logo or publish any press release or other public communication without our prior consent.
10.2 Any notice or communication required or permitted under these ToS shall be done in text form by electronic means, including but not limited to email, in-app notifications and electronic signature platforms. Such electronic communications shall be deemed to be in writing. Communications to Resourcly must be delivered to the email address sre@resourcly.com. All communications and notices to be made or given pursuant to these ToS shall be in the English language.
10.3 These ToS shall be governed by the laws of Germany without regard to conflict of law provisions thereof. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply. In the event of a dispute that may arise between the Parties regarding the validity, implementation, interpretation, or termination of these ToS, to the extent legally permissible, sole jurisdiction is allocated to the competent courts of Mannheim, Germany.
10.4 These ToS do not create any third-party beneficiary rights in any individual or entity that is not a Party to these ToS, except that the Customer is an intended third-party beneficiary of Your obligations under these ToS.
10.5 These ToS, together with the MSA (to the extent applicable to Your use of the Platform), constitute the entire agreement between You and Resourcly with respect to Your access to and use of the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties regarding such subject matter.
10.6 No term or provision of these ToS shall be considered waived by a Party, and no breach excused by a Party, unless such waiver or consent is in writing signed on behalf of the Party against whom the waiver is asserted. No consent by a Party to, or waiver of, a breach by a Party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by a Party.
10.7 You will not assign or otherwise transfer these ToS or any of Your rights and obligations under these ToS without our prior written consent. Any assignment or transfer in violation of this Section will be void.
10.8 Neither Party will be liable to the other for any delay or failure to perform any obligation under these ToS if the delay or failure is due to events which are beyond the reasonable control of such Party and could not be avoided through the exercise of reasonable care and diligence, including, but not limited to, any pandemics, strike, blockade, war, act of terrorism, cyberattacks, riot, natural disaster, or failure or diminishment of power or of telecommunications or data networks or services. If a force majeure event occurs and continues for a period of sixty (60) days, either Party may terminate these ToS by providing written notice to the other Party.
Last updated: 29.05.2026