Terms of Services

Service Agreement for the Acquisition, Provision and Use of Innomis Services

1. INTRODUCTION

2. OUR SERVICE OBLIGATIONS

3. CUSTOMER + USER OBLIGATIONS

4. FEES + PAYMENT CONDITIONS

5. DURATION OF CONTRACTS

6. CHANGES IN SERVICES

7. COOPERATION + DECISION MAKING

8. CONFIDENTIALITY + NON DISCLOSURE

9. DATA + SYSTEM PROTECTION

10. USE + OWNERSHIP RIGHTS

11. ACCEPTANCE OF DELIVERALBLES

12. WARRANTY

13. LIABILITY

14. MISCELLANEOUS

1. Introduction

A) The Innomis Service Agreement is an agreement between Us as the service provider and the Customer as the service recipient of Our information-based services.

B) The Service Agreement is the basis of the contractual relationship with the Customer. Together with the individual Service Order Documents, the current Service Price List and any other individual written agreements it regulates the service and legal relationship between the Customer and Us. This applies to the acquisition, provision and the use of Our services in the contractual areas Consulting Services, Information Services, Development Services, Subscription Services and Support Services. Individual agreements with the Customer take precedence over this Services Agreement. The Customer’s standard business terms and conditions shall not apply, unless We confirm Our acceptance of them explicitly in writing.

C) By signing a written Order Document, by using an online Order Form, by clicking a check-box or by requesting a system demo on one of Our websites, the Customer and the User accepts this Agreement and, if relevant, places a binding order to Us for the Services specified in the Order Document or Order Form. The date of the Customer or User signature or the date of the online action indicates the date of the agreement and of the order placement.

D) By registering and using a free trial version of Our system services, the user accepts the governance of this agreement.

2. Our Service Obligations

2.1. Consulting Services

A) In the scope of the Consulting Services, We inform and advise the Customer in the planning, preparation and execution of technical or strategic projects and decisions on the basis of a contractual provision of services. Our Consulting Services do not include the achievement of a particular business result or the contractually based preparation or provision of some particular performance.

B) The specific content, commencement date, term and costs of Our Consulting Services are specified in the Consulting Service Contract. Our services have been provided when the required information, analyses, strategies, concepts and the recommendations based on these have been presented and explained to the Customer. It is immaterial whether or when the said strategies, concepts and recommendations are put into effect. Data that is provided to Us in the course of these Consulting Services by third parties or by the Customer as well as information provided orally or in writing will be checked by us from a standpoint of plausibility, but not as to its truth. Depending on the provisions agreed in the Consulting Service Contract, We will prepare written reports or presentations during or at the conclusion of the Consulting Order in order to give information regarding the status of the work or the results of the project.

2.2. Information Services

A) In delivering Information Services, we provide the Customer with information products in the form of documents as Report Services or in the form of digital information services as Data Space Services within Our Cloud Platform.

B) Content, start, duration, costs and usage rights of Information Services are governed by this Service Agreement. Our services are fulfilled when the information is provided to the customer.

2.3. Development Services

A) Our Development Services comprise the development, the modification and the enhancement of applications and functions (System Services) within the Innomis Cloud Platform (Information System). Our System Services comprise Data-as-a-Service, Software-as-a-Service, Information-as-a-Service and Infrastructure-as-a-Service.

B) The specific content, commencement date, term and costs of Our Development Services are specified in the Development Contract. Development Services do not cover the use of the new System Services, which are regulated in a Subscription Service Contract.

2.4. Subscription Services

A) Subscription Services provide modular System Services to authorized Users of the Customer on the Innomis Cloud Platform.

B) The subscribed System Services, their functionality, content, duration, and costs are specified and regulated in the Subscription Services Contract, in particular in the Order Documents and the associated online and offline documentation.

C) Subscription Service contracts cover modular system services provided as Data-as-a-Service, Software-as-a-Service, Information-as-a-Service and Infrastructure-as-a-Service.

D) The Customer receives Our System Services according to the characteristics described in the Subscription Contract under the condition that We continually develop the Information System in its technical and functional capacities for the benefit of Our Customers. Our principal obligation is to provide the functionality of the Information System to the Customer. The continual adjustment and improvement of System Services is a principal component of the Subscription Contract and does not represent a modification of the agreed system services. Every customer is entitled and indeed obliged to continually and directly participate in the adjustments and improvements to the Information System. The Customer is not entitled to be able to continue to make use of any particular earlier versions of the Information System.

E) Technical information, specifications and other service descriptions made in public statements, appearing in advertising or presented at events are not contractually relevant system and service characteristics.

F) We provide System Services at the Internet-based point of delivery, the router exit of Our computer center, with an available system uptime of at least 99.0%, minus agreed times of planned non-availability. Available system uptime includes downtimes of the Internet as well as downtimes resulting from other events that are not caused by Us or by Our partners, such as failures and disturbances resulting from force majeure events. Planned times of non-availability are used for maintenance, updating and saving of System Services and the system infrastructure. Customers will be informed regarding planned times of non-availability if they will occur outside of the time period between 6:00 p.m. Friday and 6:00 a.m. Monday GMT. If users are able to make use of System Services during planned periods of non-availability, this does not entail any legal entitlement to such use. If this results in a reduction of performance, there is no basis for a claim for damages or for liability for defects.

G) Any disruptions or errors in the Information System will be promptly resolved within the technical and organizational possibilities. A disruption or error is understood to occur when a System Service does not fulfill a designated function so that the use of the said service is impossible or restricted. Insignificant disruptions and errors of the Information System will not be considered. In the event of a significant disruption or a significant error, the contracting parties will inform one another without delay. In the event of the non-availability of the Information System, we will rectify the disruption and error with a maximum reaction time of 6 hours and a maximum restoration time of 12 hours from the receipt of the disruption or error notification from the Customer by telephone or email. In the event of disruption or errors in at least three software applications or datasets, Our maximum reaction time will be 12 hours and the maximum restoration time will be 24 hours. In the event of minor disruptions or errors in software applications or datasets that do not impair system operation, the maximum reaction time is 24 hours and the maximum restoration time is 5 working days. Only if the specified reaction and restoration times are exceeded have we failed to fulfill Our Primary Service Obligations. Until this point in time, no shortcoming in service or performance on the part of Our company has occurred.

H) Support of the Customer in the use and application of the Information System through advice and assistance is an element of Our Support Services that can be contracted for a fee and is not part of the Subscription Contract.

I) We are not responsible for incorrect, unsuitable or non-functional data and information from our Customers, from data licensors, from third parties or from public or generally accessible sources. The risk pertaining to the usability, the quality and the timeliness of this information and data is borne by the Customer. Customers must conduct their own review regarding the validity, utility and timeliness of data and information. We provide the technical infrastructure and assume no liability for the specified contents.

J) The functionality of the Internet is also not part of our contractual obligation. The Customer is hereby informed that the Internet as a private and public network cannot be controlled by Us and that disruptions, interruptions and poor performance of the Internet may negatively affect Our services and the utility of these services for the Customer.

2.5 Support Services

A) We provide personal consultation and advice in technical and conceptual questions for Our customers in the use and application of the Information System on a case-based basis and on request.

B) The scope, commencement date, term, end date and costs of Our Support Services are specified in more detail in a Support Contract. Without an explicit contractual agreement regarding Support Services, the Customer will pay for Our Support activities on the basis of the current Services Price List.

3. Customer + User Obligations

3.1. Cooperation in the Provision of Services

In order to ensure our contractually agreed provision of services, the Customer is obligated to provide active, prompt, competent and gratuitous assistance and cooperation, to make available the necessary resources and information and to warn Us on a precautionary basis regarding disruptions of service, delays and risks.

3.2. System Use in Compliance with the Contract

A) The Customer is obligated to comply with the agreed Rights and Obligations of Use in the Information System. The Customer makes use of Our Services only with the number of authorized Named Users.

B) The Customer prevents that Our data, software applications, system models and solution concepts or those of third parties working together with Us are used, copied or imitated on an unauthorized basis. This also includes the attempt to undertake unauthorized use, copy and imitation.

C) Furthermore, the Customer is responsible for compliance with all laws and privacy regulations, the observance of ownership, copyrights, intellectual and industrial property rights as well as private contracts with Us and with third parties working with Us.

D) A violation of the Rights and Obligations of Use by the Customer or the Customer’s employees entitles us to take appropriate protective measures, in particular to block the access of users to the Information System and to partially or completely withdraw rights of use following written notification. Costs associated with unauthorized use will be borne by the Customer. The Customer’s payment obligations remain unaffected.

E) The Customer is also responsible that the application data implemented by its Users do not violate any copyrights, intellectual and industrial property rights of third parties, privacy rights, other law and rights, or ethical standards. If the Customer or its Users contravene these provisions, then we are entitled without notification to block or delete the concerned application data.

F) In the event of actions in violation of the law or this contract, the Customer is obligated without delay to provide Us on request with all information relevant to the enforcement of our claims against users who have acted in violation. If despite written warning from Us, the agreed Obligations of Use continue to be violated, we are entitled to block use of the Information System and to cancel the Subscription Contract without notice. If the Customer is responsible for the violation of these obligations or if it attributable to the Customer, then We are entitled to sue for damages.

G) The Customer obligates its employees to observe this agreement, in particular to conform with the prohibition against unauthorized use of individual access data or the passing on of such data to or through unauthorized per-sons. The Customer will inform Us without delay if they become aware of unauthorized use of the Information System Services or of use that does not conform with this contractual agreement.

4. Fees + Payment Conditions

A) The Customer is obligated to make payments for services at the scheduled dates as agreed. Our fees are due with the receipt of Our invoices and are to be paid within 10 working days without deductions if no other written arrangement has been made.

B) The amount of the fees and the payment conditions are specified in the respective Order Documents. In the absence of explicit agreements, the prices of the current Services Price List and the provisions of this Agreement shall apply.

C) The agreed fees for Subscription Services are to be paid 12 months in advance and will be charged separately from the actual use of the Information System. Starting in the next calendar year following the date at which a contract is agreed, the invoice period runs from 1 January to 31 December. Insofar as compensation for some part of the payment period has already been paid in the previous year, the payment charges for the remainder of the year will be in-voiced on 1 January.

D) In the case of individual development of modular System Services outside of Our standard service and price model, an annual subscription fee that is separately agreed in writing will be due for the operation and use of such services within the Information System. Without explicit agreement, an annual subscription fee in the amount of 33% of Development Fees for the concerned services is due for payment from the Customer.

E) Annual adjustments of the data models of the Customer to external code modifications or adjustment to technical modification of external data sources may be invoiced by Us to the Customer up to an amount of 8 working hours with-out separate written agreement on the basis of the current Services Price List.

F) We are entitled to increase the fees for our services after expiration of a 12-month period following the commencement of a contract as of the beginning of the subsequent month following this period. In making such increases, We will align price adjustments to the index values provided by Eurostat for the development of service prices (HICP-SERV) to determine the increase of Our costs in connection with the provision of services for customers. If the price increase is more than 10% of the previous price, the Customer is entitled to terminate the contract. If the Customer makes use of this termination right, then the previous price level will be charged until the termination of services.

G) Until complete payment has been made, We are entitled after repeated request for payment to restrict or suspend the system services for the customer as well as to provide additional services only against advance payment or security. This does not affect the customer’s obligation to pay subscription fees for the entire period.

H) If the Customer defaults in making payments, then an annual rate of interest on unpaid compensation in the amount of 8% above the base interest rate will be due. The enforcement of a higher claim for damages caused by defaults in payment remains unaffected. The Customer is entitled to provide proof that no or minimal default damages have been suffered by Us.

I) Fee charges are due plus any statutory value added tax and/or other official duties in the designated amounts. In the event that we are obliged to make payments of taxes or duties that are the responsibility of the Customer, we will invoice such payments to the Customer unless the Customer provides Us with a legally valid declaration of exemption. The Customer is responsible for forwarding the necessary invoicing information. Offsetting or withholding payment is only permissible with claims that are uncontested, ready for decision or have been finally determined by a court of law.

5. Duration of Contracts

5.1. Consulting Service Contracts

A) The duration of the Consulting Services is specified in the Consulting Service Contract. If a Consulting Service Contract is concluded in the form of a project agreement based either on a specified period of time for services or completion of a specified set of services, then the contract ends when this time is over or the services have been rendered.

B) Such a contract can be terminated in writing by either of the contracting parties at any time with a notice period of two weeks to the end of a given month. In such a case, We are entitled to remuneration for services and expenditures rendered until the termination becomes effective. If the parties have agreed on a fixed price, the services rendered by Us until the time at which the termination becomes effective will be invoiced on the basis of the current Services Price List.

C) If one of the contracting parties fails to fulfill an important contractual obligation, the other party has the right to make an extraordinary termination of the contract in written form after the decision-making procedure of this Agreement has been conducted without success. In the event of a termination for good cause, the provisions for remuneration as specified above will be in effect. Damage compensation claims remain unaffected by the right to termination for good cause.

5.2. Information Service Contracts

A) Innomis Report Services can be provided on a one-time or continuous basis. The term of continuous Information Report Services is determined in the Information Service or Subscription Service contract.

B) The term of Innomis Data Space Services will be determined in the subscription service contract.

5.3. Development Service Contracts

A) The service time for the fulfillment of development services is specified in the Development Service Contract. Fulfillment of these services occurs with the Customer’s acceptance of the provided services.

B) A Development Service Contract can be terminated by Us in the event of significant breaches of duty by the other party, in particular if the Customer fails to fulfill duties to cooperate in accordance with the Development Service Contract or violates this agreement for a prolonged period, or if the Customer does not render payments that are due. The ending of the Development Service Contract presupposes a previous written warning or setting of an extension period for restoration of services unless the further fulfillment of the contract is impossible, is seriously and finally refused by the other party or other circumstances pertain which justify the immediate ending of the contract in consideration of the mutual interests of the contracting parties. Damage compensation claims remain unaffected by the right to termination for good cause.

C) The Customer can end the Development Service Contract at any time even without good cause. However, our payment claims remain unaffected by such a termination with the exception of payment for expenditures that are thereby unnecessary.

5.4. Subscription Service Contracts

A) Subscription Service Contracts are concluded for an indefinite period unless some other written arrangement is made. Our Subscription Services are provided for use starting at the time specified in the Subscription Service Order Document or at the time payment is made, insofar as no other written arrangement has been made.

B) An ordinary termination of this contractual relationship or parts of this relationship can be made with a period of notice of six months to the end of the calendar year, but first in the calendar year following the calendar year in which the contract was concluded, and at the earliest after the completion of the minimum period specified in the respective Order Document.

C) The right to extraordinary termination for good cause is unaffected by these provisions. The ending of the Subscription Services in such a case presupposes a previous warning unless a warning clearly has no chance of success, the immediate ending of the contract is justified for particular reasons in consideration of the mutual interests of the contracting parties, or the Customer is in arrears with a not inconsiderable portion of the payments for the respective Subscription Service Contract. A two-month delay in payment by the Customer is judged as an important reason for termination and entitles Us to terminate services immediately. Damage compensation claims remain unaffected by the right to termination for good cause.

5.5. Support Service Contracts

Support Service contracts are concluded for an indefinite period unless some other written arrangement is made. Support Service contracts can be terminated in writing by either of the contracting parties at any time with a notice period of two weeks to the end of a given month. In such a case, We are entitled to remuneration for services and expenditures rendered until the termination becomes effective.

6. Changes in Services

6.1. Consulting and Development Service Changes

A) If during the provision of services agreed in a Consulting or Development contract, an adjustment of the agreed services or of the project organization becomes necessary, then the parties will formulate their wishes for changes or enhancements to the contracting partner in the form of a written Change Request, specifying the reason for the change, the objective, the measures to be taken, the scheduling requirements and any other information necessary for making a decision regarding the request. The contract party will review the Change Request and provide an answer in writing within 10 working days. The contacted party can refuse the review of a Change Request or the execution of the measures connected with a Change Request if this might impair or endanger the rendering of planned services or the regular course of service.

B) A charge will be made for Our review of the Customer’s Change Request and for the preparation of Our offer for executing the Change Request. If no other arrangement is made, then charges will be made on the basis of the current Services Price List. If the Change Request process results in a change of the agreed services to be provided, then the con-tract will be amended through a written order.

6.2. Subscription Service Changes

A) The Customer may add to the number and the type of subscribed System Services at any time. This is done with a Subscription Order for amending the existing Subscription Contract.

B) The prices for newly subscribed System Services are the current annual prices of new service modules as shown in the current Services Price List or as listed in an individual offer. With the beginning of the next annual period the additional service modules will be included for the complete Information System subscription invoice and charged accordingly.

C) If integration services for inclusion of the new System Services in the Information System are required, these will be invoiced on the basis of a Development Order or on the basis of the current Services Price List for the work performed.

D) For changes of the System Services undertaken during the term of the Subscription Service contract, the provisions of the existing Contract shall apply unless other written arrangements have been made.

E) A reduction in the number of subscribed System Services occurs in accordance with the provisions regarding the term and ending of the Subscription Contract.

B) Exclusive place of jurisdiction is Saarbruecken in Germany. We are also entitled to begin legal proceedings at the place of the Customer’s corporate headquarters.

C) The possible invalidity of individual contractual provisions shall not impair the validity of the remaining content of the Agreement.

D) If in the practical application of this Agreement, gaps become apparent which have not been provided for by the contracting parties, or if the invalidity of a contractual provision in the sense of the preceding clause should be legally determined or be agreed by both of the parties, then the parties are obliged to fill such gaps or replace invalid provisions in a competent manner that is oriented towards the business purposes of the contract.

7. Cooperation + Decision Making

A) The contracting parties agree to conduct their affairs with mutual cooperation and loyalty and to collaborate in an appropriate and trustful manner with each other.

B) They will inform each other promptly regarding any circumstances that can affect the timing and scheduling of the services and activities arranged between them as well as such circumstances that may affect the successful realization of these services and activities.

C) If one of the contracting parties determines that keeping schedules dates may not be possible, the other contracting parties will be promptly informed in writing. Both parties can demand reimbursement for additional effort caused by the failure to meet agreed deadlines.

D) Neither of the contracting parties is responsible for delays resulting from force majeure. In such cases, the parties are entitled to postpone the fulfillment of the affected services and activities for the duration of the obstruction through force majeure.

E) The Customer shall name a competent person to serve as main Point of Contact (POC) for the clarification of organizational, technical and contractual questions. The POC can issue legally binding statements or obtain such statements within 10 working days.

F) If agreement cannot be reached at the level of the main POC within 10 working days after the facts of the case and the need for a decision have been communicated, then the matter will be put before the managing director or the managing board of the parties or other qualified decision-making representatives. These representatives shall make a decision on the matter in question within a further working 10 days following notification regarding the matter. In the event that the deadlines of this decision-making procedure are not met, then the Customer is obligated to make financial compensation for any expenditures resulting from this delay.

G) The decision-making procedure described here does not result in any suspension of the times specified for reaction to disruptions in service and restoration times of disrupted service or other deadlines specified in the Services Agreement. As a rule, an extraordinary termination of the contract will not be effective unless this decision-making procedure has been conducted, insofar as such a termination is based on a difference in opinion between the contracting parties.

8. Confidentiality + Non Disclosure

A) The contracting parties shall not disclose any information that they come to possess in connection with this contractual relationship that is to be treated as confidential information. They will use such information with third parties only with the prior written consent of the other contracting party.

B) Confidential Information includes the following: all data of the Customer, all of Our management strategies, management system models and concepts, all System Services, in particular information services, data services and software services, and all information regarding system architectures solution concepts. In addition, information regarding the mutual business relationship between Us and the Customer as well as information which is generally regarded to be confidential is also classified as Confidential Information.

C) These obligations regarding confidentiality shall not apply for such information or portions thereof for which the receiving party proves that the information was or became known to them or was or became generally accessible to the public without the receiving party being responsible for this disclosure; the obligations shall also not apply in state proceedings that require that contractual relations be revealed or when this is necessary for defense against claims. In such instances, the party that is compelled to disclose information will inform the other affected party in advance. Insofar as the affected party wishes to contest the disclosure, this party will assume a share of the costs of the necessary proceedings.

D) Within the scope of this Contract, the receiving party may make use of Confidential Information. In doing so, the receiving party must ensure that all involved persons within their organization covenant to observe and follow the provisions of this Confidentiality Agreement.

9. Data + System Protection

A) To protect the security, confidentiality and integrity of data and systems of the Customer, we apply comprehensive technical and organizational security measures. These measures include the use of secure computer and data centers, the use of encoded transmission protocols, authentication and authorization systems for the Customer, which will then be used by the Users of the Customer for the protection of the Customer’s and Our data and systems. These security measures also include the obligation of Our employees to conform to the provisions of this agreement, in particular regarding confidentiality, non-disclosure and data protection.

B) In the course of executing Our services for the Customer and for the purposes of this agreement, we are authorized to process personal data such as name, address, language, title, salutation, function, email and telephone number in compliance with relevant data and privacy protection regulations. In concluding this Services Agreement, the Customer agrees to the acquisition, processing and use of such data.

C) In compliance with the relevant data protection and privacy regulations, the contracting parties will make use of the personal data of the other party only for contractually agreed purposes

D) In the case that We are operating as a contract data processor for the Customer and the Customer is acquiring, processing or using personal data, the Customer shall en-sure that these data are authorized in accordance with the relevant data protection laws and shall exempt us from any claims of third parties regarding a violation of such laws. In this case, We can conclude a special agreement with the Customer for the purpose of contract data processing.

10. Use + Ownership Rights

10.1 Property Rights of the Customer

A) In the course of fulfilling Services agreements, the Customer does not grant Us any copyrights, industrial property rights, know-how rights, ownerships rights or other rights and interests to its intellectual property or its data except such use rights as are necessary for the rendering of Our Service Obligations in the form of non-exclusive rights of use limited to the duration of the contractual relationship.

B) Insofar as customer data is generated during the term of a Services agreement through contractually allowed activities of the Customer, all rights to such data belong to the Customer. The Customer also remains the owner and rights holder of such data after the end of the contract. These data may not be used by Us, unless rights of use have been granted to Us.

C) Upon the end of the contractual relationship, the Customer can either delete or export customer data from the Information System up to the expiration of the authorized term of use. At the latest 30 calendar days after the expiration of the Customer’s authorized term of use, the Customer can have these data exported or deleted by Us. The Custom-er shall reimburse us for the resultant costs in accordance with Our Services Price List before the data transmission or deletion.

10.2 Rights of use of the Customer

A) All copyrights, industrial property rights, know-how rights, ownership rights and other rights to already existing or added services of the Information System, to new system components that are created in the course of Development Contracts, as well as information analysis, concepts, strategies and other works of intellectual property that are created by Us in connection with Consulting and Information Service Contracts belong exclusively to Us, regardless of whether they are registered or listed as such, insofar as the rights do not belong to other third parties. In connection with all existing contracts between the Customer and Us, We grant no rights to the Customer except those, which are explicitly delineated.

B) For the information, analyses, concepts, strategies and other works of intellectual property developed by Us in Consulting and Information Service Contracts, the Customer receives basic, worldwide, non-exclusive, non-licensable and non-transferable limited rights of use for the Customer’s own internal company purposes, insofar as such works are free of any third-party rights.

C) For the System Services such as software applications, datasets, documentation, information and other system services agreed to in the Subscription Service Contract, the Customer receives basic, worldwide, non-exclusive, non-licensable and non-transferable limited rights of use for the term of the Subscription Contract for the Customer’s own internal applications within the Information System, insofar as these services are free of any third-party rights. A transfer of the System Services to the Customer does not occur.

D) In the case of the development and provision of individual System Services, We grant the Customer after complete compensation has been made for all services and with the commencement of the Subscription Service Contract basic, worldwide, non-exclusive, non-licensable and non-transferable limited rights of use for the term of the Subscription Service Contract for the Customer’s own internal applications within the Information System, insofar as these services are free of any third-party rights. The copyrights and ownership rights to the System Services and system components developed by Us belong exclusively to Us. A transfer of the System Services to the Customer does not occur.

E) Rights that have not been explicitly granted above to Our customers are not given to the customers. In particular, the Customer is not entitled to make additional use of Our In-formation System Services beyond the agreed use as specified, nor to allow third parties to make use of that system, nor to give third parties access to that system. Furthermore, copying, distributing or providing public access to Our In-formation System and the software, data, information, solutions, concepts and contents contained therein are not allowed. Selling rights of use to this system or granting such use on a temporary basis through renting or lending of the system is also strictly forbidden.

10.3 Third-Party Rights and Other Matters

A) As a general principle, we respect the rights of third par-ties such as patent rights, trademark rights, usage rights, design rights, copyrights as well as other use and exploita-tion rights, regardless of whether these rights are registered or not, including the right to register these rights, as well as know-how.

B) Rights of use of third parties which are provided to the Customer in the course of the execution of the contract within the Information System and are integrated in this system are transferred to the Customer to the prescribed extent as provided to Us by third parties, but under no circumstances to a greater extent.

C) The provision of licensed information, data sets or soft-ware applications from third parties for use within the In-formation System occurs through Us on behalf of the Cus-tomer. We request that each Customer respect and protect the rights of such third parties without reservation. The Customer is independently responsible for the lawful acqui-sition, provision and use of licensed information, data or software applications of third parties, taking into account the relevant copyright laws and other industrial property rights.

D) The Customer is independently responsible for the con-tents placed in the Information System by the Customer. Each Customer knows that it is forbidden to use, provide or distribute contents, services or products that are legally protected or encumbered by third-party rights, unless an authorization to do so has been obtained from the holder of these right, for example a license, a consent or transfer of rights.

E) If a Customer violates the aforementioned provisions, this Customer is obligated to indemnify Us at first request for any and all claims, damages, costs and expenditures asserted against us by third parties. The Customer is obligated to notify Us at the earliest possible moment in writing regarding any property right violations that have been asserted in connection with the Customer’s use of the Information System. Without Our prior written agreement, the Customer will not recognize any claims asserted by third parties. In the event of an unauthorized recognition, a possible damage claim will be reduced by any disadvantage resulting to Us through the unauthorized recognition. The Customer grants us the right to worldwide, unlimited, irrevocable and cost-free use of suggestions, ideas and recommendations for further development and improvement of Our Information System.

11. Acceptance of Deliverables

A) We provide Our Development Services in accordance with the requirements specified in the Development Service Contract and service descriptions for the Information System.

B) After completion of all or some of the System Services specified in the Development Service Contract, We provide these to the Customer for review and acceptance. After provision, the Customer reviews our Deliverables for their conformity with the contract and informs us of the results of this review within 10 working days in writing in a readily comprehensible form. Our Deliverable conforms with the contract if there are no faults that prevent operation or at most three faults that impede operation due to quality or to legal issues. Acceptance cannot be refused due to unimportant faults.

C) If faults are present, We will undertake a correction of the faults within an appropriate period after receiving the written report of faults and will inform the Customer regarding the preparation of the reworked System Services. Following this, the Customer will again conduct a review and acceptance procedure within 10 working days. In the event of continuing faults, we are entitled to conduct a second correction of faults. If faults once again occur, the Customer is entitled either to have another correction of faults be conducted by Us, to initiate a Change Request or to exercise the available warranty rights.

D) Insofar as the Customer does not only use our Deliverables temporarily for a period of four weeks or does not only use the Deliverables for test purposes, and during this period does not report any faults that prevent operation or at most three faults that impede operation, the acceptance of our Deliverables by the Customer will be assumed.

E) The review and acceptance of Our Deliverables will be conducted by the Customer. We will support the Customer with these measures for an additional fee. For the investigation or correction of faulty Deliverables that are in fact cor-rect or for a faulty Deliverable that is attributable to circumstances for which the Customer is responsible, We may demand compensation on the basis of the current Services Price List.

12. Warranty

12.1 Consulting and Support Services

A) The Customer shall inform Us promptly in writing when it is recognized that Our Services are not being rendered in accordance with the contract. The Customer shall specify the service that does not conform to the contract in sufficient detail that the matter can be readily understood.

B) Insofar as We are responsible for the service that does not conform to the contract and the Customer has fulfilled his notification obligation, We are entitled and obligated to provide the affected service in accordance with the contract within an appropriate period of time provided that the rectification of the service is possible and advisable.

C) If rectification of the service that is not being rendered in conformity to the contract is not possible or cannot be achieved in important respects as a result of factors for which We are responsible within an appropriate extension period set by the Customer, then the Customer is entitled to terminate the Contract without notice for good cause. In such a case, We are entitled to remuneration for services and expenditures rendered until the termination becomes effective.
D) Apart from that, the liability provisions of this Services Agreement apply for compensation claims of the Customer.

12.2 Development Services

A) Claims due to faults expire within twelve months from the day of written or assumed acceptance of the Deliverables. If the Customer informs Us in writing during the warranty period regarding existing faults, We will endeavor to rectify these faults within the available technical and organizational possibilities, insofar as a rectification of the faults is reason-able for the Customer.

B) We are liable for corrected services to the same extent as for the original service to the expiration of the warranty period. The liability for faults shall be extended by the number of days during which the service could demonstrably not be used by the Customer entirely or in part for than 12 hours as a result of the faults.

C) The subsequent fulfillment or the correction of faults will be judged as having failed if two correction attempts with an appropriate time period are without success and further waiting is not acceptable for the Customer.

D) In this case, the Customer is entitled to withdraw from the Contract or to reduce the compensation for services. In addition, the Customer is entitled to make a claim for compensation in accordance with the applicable legal regulations instead of demanding the service or the reimbursement of expenditures made in vain. For such matters, the liability limitation of this Services Agreement shall apply.

E) For the investigation or correction of a fault that does not in fact exist or a fault that is attributable to circumstances for which the Customer is responsible, We may demand compensation on the basis of the current Services Price List.

12.3 Subscription Services

A) If We are delayed with the initial provision of the Information System in an operational form, then liability shall be in accordance with the provisions of this Services Agreement. The Customer is first entitled to withdraw from the contract after the Customer has granted us an appropriate extension period and We still have not delivered the Information System in this time.

B) If an error or disruption occurs during the operating term of the Information System, the Information System will only be judged as defective when We have exceeded the reaction or restoration times specified in the Services Agreement following notification of the disruption or error by the Customer. As long as no notification of an error or disruption has been made by the Customer and We therefore have not been able to undertake remedial action, the Customer is not entitled to invoke any rights pertaining to faults or defects in the system.

C) If we do not meet the specified reaction or restoration time, then the agreed fees for Our Subscription Services will be reduced proportionally for the time in which the Information System was not available to the Customer in the contracted form. Termination of the agreement is only possible following a written notification of faulty services and the specification of an appropriate extension period for restoration. If We are responsible for the disruption or error, then the Customer is entitled to compensation claims in accordance with this Services Agreement. Liability without fault for damages resulting from defects that were already present at the time this Agreement was concluded is hereby excluded.

13. Liability

A) We shall be liable without limitation for damages caused in the case of intent or gross negligence on Our part as well as on the part of Our legal representatives, organs or agents.

B) In the event of slight negligence, we shall be liable without limitation for damages, to life, limb or health.

C) Otherwise, we are liable only insofar as we have violated an important contractual obligation. In such cases, liability is limited to the replacement of typically occurring damages which could be anticipated at the time of ordering or at the latest at the time at which a violation was committed, with however a maximum amount of the order value of the current calendar year or the previous calendar year.

D) Liability under the Product Liability Act shall remain unaffected. The contractual liability claims, insofar as they are limited hereby, expire after one year.

E) The above-mentioned liability limitations also apply for the benefit of legal representatives and agents of Our company.

14. Miscellaneous

14.1 Changes of the Service Agreement

The Customer will be notified of any changes to this Services Agreement in writing or by email. If the Customer does not object to these changes within four weeks after receipt of information regarding the change, then the changes shall be deemed to have been accepted. In providing the Customer with information regarding changes

14.2 Contracting Party

A) Contracting party for Services is INNOMIS S.A., Luxembourg or the entity specified in the contract.

B) Registered trademarks, under which services are offered and licensed, are owned by INNOMIS S.A., Luxembourg.

14.3 Contractual Relations

The contractual relations established in connection with Consulting Service Contracts, Information Service Contracts, Development Service Contracts, Subscription Service Contracts or Support Service Contracts are exclusively exchange relationships between the contracting parties. No association or cooperation under company law exists between Us and Our customers. There exists no common research, development or cooperation model between Us and Our customers, in particular no joint acquisition of rights or titles is established.

14.4 Subcontractors

For the fulfillment of contractually agreed services, We can involve associated companies to perform services or com-mission other companies to perform the listed services. In doing so, we transfer the obligations arising from the Services Agreement to the respective subcontractors.

14.5 Force Majeure

Neither of the contracting parties is obligated to meet contractual obligations in the event of an instance of force majeure and for the duration of such an instance. The following circumstances are to be seen as cases of force majeure in this sense: events for which the contracting parties are not responsible involving fire, explosion, storm, flooding, governmental measures, terror, war, labor conflicts which a party has not caused in a culpable manner, as well as technical problems that a party cannot influence such as problems of the Internet, denial of service attacks, as well as serious circumstances which could not be anticipated and for which the parties are not to blame. Each of the contracting parties must inform the other party regarding the occurrence of a case of force majeure.

14.6 Insolvency

If insolvency proceedings are ordered against one of the parties or such proceedings are to be expected or if payments must likely be stopped due to payment difficulties, then the one party in this situation must promptly inform the other party. If one of these circumstances listed above should apply for one of the parties, then the other party can make an extraordinary termination of the contractual relationship without any period of notice.

14.7 Final Provisions

A) Only the substantive law of Germany applies to the contractual relationship between Us and the Customer to the exclusion of the UN Law on International Sales.

B) Exclusive place of jurisdiction is Saarbruecken in Germany. We are also entitled to begin legal proceedings at the place of the Customer’s corporate headquarters.

C) The possible invalidity of individual contractual provisions shall not impair the validity of the remaining content of the Agreement.

D) If in the practical application of this Agreement, gaps become apparent which have not been provided for by the contracting parties, or if the invalidity of a contractual provision in the sense of the preceding clause should be legally determined or be agreed by both of the parties, then the parties are obliged to fill such gaps or replace invalid provisions in a competent manner that is oriented towards the business purposes of the contract.