Terms of Service

last updated: January 8th, 2025

When you use CONXAI^® these are the Terms of Service

1. Definitions

“Affiliate” means an entity controlling, controlled by or under common control with a Party at any time during the Agreement Term, for so long as such control exists. For purposes of this definition, the word “control” (including the terms“controls”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise.

“Authorised Users” means such number of Customer’s employees as specified in Schedule 2.

“Customer Data”means data that Customer may create and/or upload to Conxai’s server using the Software.

“Documentation”means the instructions, technical documentation, and other end user documentation provided or made available by Conxai regarding the use or operation of the Services.

“Law”means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, writ, determination, decree, or other requirement or rule of law, of any federal, state, local, or foreign government or political subdivision thereof, any regulatory authority, or any arbitrator, court, or tribunal of competent jurisdiction.

“Order Form”means the document in Schedule 2, specifying in particular the scope of the SaaS Services and/or Professional Services to be provided by Conxai to Customer.

“Order Term”means the term as specified in Schedule 2 during which Customer will have access to the SaaS Services and/or the Professional Services.

“ProfessionalServices” means the support and other services that may be provided toCustomer pursuant to Schedule 2.

“SaaS Services” means the internet-accessible service identified in Schedule 2 that is made available to Customer and provides use of Conxai’s Software.

“Services” means the Professional Services and the SaaS Services when referred to together.

“Software”means the machine-readable object code version of computer programs, applications, APIs and SDKs and the machine learning algorithms to whichCustomer is provided access to as part of the SaaS Services and/or ProfessionalServices, as further specified in Schedule 2.

“Term”means the term of this Agreement, as specified in Section 7.1.

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2. Services

2.1 Access to SaaS Services. Customer and Authorised Users will receive a non-exclusive, non-assignable right to access and use the SaaS Services during the Order Term, solely for Customer’s internal business operations subject to the terms of this Agreement.

Conxai shall provide Customer with access to the respective latest version of the Software for use at the router exit of the data center in which the server with the Software is located ("Transfer Point"). Conxai shall provide the Software, the computing capacity as required for the use of the Software as well as the required storage and data processing space. Conxai does not owe the setup and/or maintenance of the data connection between Customer's IT systems and the Transfer Point.Customer shall be responsible for the technical requirements to receive the Software at the Transfer Point.

Customer shall receive an access authorization for each Authorised User, consisting of a user ID and a password.The user ID and password can be changed by Customer.Customer may only disclose the userID and password to Authorised Users and is otherwise obliged to maintain these confidential.

2.2 Clarification. Customer acknowledges that a) this Agreement is a services agreement, b) the Software runs exclusively on the servers of Conxai, and c) Conxai will not be delivering copies of the Software to Customer as part of the Services.

Conxai grants Customer and Authorised Users the non-exclusive, non-transferable right to load the user interface of the Software into the main memory of the end devices to enable the display on the screen and to undertake the resulting duplications of the user interface.

2.3 Access. to Professional Services. Schedule2 shall specify and further describe the Professional Services the Parties have agreed on to be provided by Conxai and may include, the scope, limitations, milestones, fees, term and other applicable terms and conditions.

2.4 Non-exclusivity.Customer acknowledges thatServices are provided on a non-exclusive basis. Unless otherwise agreed inwriting between the Parties, nothing shall be deemed to prevent or restrict Conxai’sability to provide the Services or other technology, including any features orfunctionality first developed for Customer, to other parties.

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3. Service Level Agreement

The Service Level Agreement (“SLA”) for the SaaS Services in Schedule 1 hereto sets forth Customer’s sole remedies for availability or quality of the SaaS Services.

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4. Order Form

Each Order Form shall specify and further describe the Services to be provided by Conxai, and shall in particular detail the scope of use of the SaaS Services and/or Professional Services, user limitations, fees, the Order Term and other applicable terms and conditions. In the event of a conflict between Schedule 2 and this Agreement, the terms of theSchedule shall take precedence.

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5. Restrictions

In addition to specific restrictions that might be specified in Schedule2, Customer may not and may not permit anyone to:

(a) reverse-engineer, disassemble, or reverse-compile the Software used to provide the SaaS Services, in whole or in part, or otherwise attempt to derive the source code of the Software;

(b) Copy and/or republish the SaaS Services or the Software;

(d) modifyAI models used by the Software, otherwise modify the Software or create any derivative works based upon the SaaS Services;

(e) disclose to any third party the results of any benchmark testing or evaluation of theSoftware or any part thereof other than test results provided to Customer by Conxai;

(f) license, sublicense, sell, resell, transfer, assign, or distribute the Software or any part thereof, or otherwise make it available to any third party in any way other than as specified in Schedule 2;

(g) access the SaaS Services or use the Documentation to build a similar or competing product or service;

(h) use the Software or any part thereof in violation of applicable Law or theDocumentation; or

(i) use the Software in connection with any lethal, autonomous weapon systems.

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6. Fees

6.1 Fees. Customer agrees to pay to Conxai the fees(the “Fees”) in the amounts and at the times identified in Schedule 2.

6.2 Taxes. The Fees are exclusive of Taxes. “Taxes” means all sales, use, value added, excise, property, withholding or similar tax and any related tariffs, and similar charges, except taxes based on Conxai’s net income.

6.3 PaymentTerms. Subject to Section 6.4and except as otherwise provided in a Schedule, Customer will make all of the payments due hereunder in EUROs within thirty (30) days of the date of Conxai’s invoice by wire transfer or via credit card, subject to credit card payments to be permitted only with Conxai’s prior written consent. Subject to Section 6.4, if Customer is overdue with any payment and fails to cure such non-payment within ten (10) business days of written notice of the non-payment, Conxai may: (a) request the payment of a late fee of 9% above base rate, and/or (b) suspend delivery of the Services until payment. Suspension of the Services shall not release Customer of its payment obligations under this Agreement. Customer agrees that Conxai shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Services resulting from Customer’s nonpayment; or c) terminate theAgreement for cause without notice.

6.4 Disputes. Customer must notify Conxai in writing if Customer disputes any portion of any Fees or Taxes paid or payable by Customer under this Agreement. Customer must provide such notice to Conxai within fifteen (15) days of the date of invoice, and the Parties will work together to resolve the dispute promptly.

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7. Term and Termination

7.1 Term. This Agreement will be in place as of the Effective Date and shall remain in effect until its termination. The Order Term shall be as specified in the Order Form. Termination and/or expiration of an Order Form shall not affect this Agreement. Termination of this Agreement shall automatically terminate any and all Order Forms.

7.2 Termination for Cause. In addition to any other remedies it may have, either Party may terminate this Agreement upon written notice, if the other Party (a) materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days after written notice describing the breach; or (b) files for bankruptcy or is the subject of an involuntary filing in bankruptcy (in the latter case, which filing is not discharged within sixty (60) days) or makes an assignment for the benefit of creditors or a trustee is appointed over all or a substantial portion of its assets.

7.3 Effect of Termination

a) Usage rights. Upon termination of this Agreement, all usage rights granted shall terminate and Conxai shall no longer provide Services.

b) Return of CustomerData. Within two (2) weeks followingtermination of the Agreement, Conxai shall return the Customer Data to Customerand delete the Customer Data stored at Conxai, subject to any obligations/rightsto store such Customer Data.

c) Payments. IfConxai terminates this Agreement due to a breach by Customer, then Customershall immediately pay to Conxai all amounts then due under this Agreement andto become due during the remaining term of this Agreement, but for suchtermination. If Customer terminates this Agreement due to a breach by Conxai,then Conxai shall immediately repay to Customer all pre-paid amounts for anyunperformed Services scheduled to be delivered after the termination date.

7.4 Force Majeure. If a Party is unable to perform its obligations under this Agreement due to unforeseeable or irresistible events such as flood, landslide, earthquake, epidemic, acts of terrorism, outbreak of military hostilities, riot, explosions, strikes or other labour unrest, civil disturbance, sabotage or expropriation by governmental authorities (each a “Force Majeure Event”) the date for delivery or performance of such Party’s obligations will be extended for a period not to exceed the time lost by such Force Majeure Event, provided that delays in payment obligations are excused only to the extent disruptions to banking systems make payments impossible. If a Party’s performance of its obligation(s) is delayed by three(3) or more months by a Force Majeure Event, the other Party may terminate thisAgreement on five (5) days written notice to the non-performing Party.

7.5 Survival. All sections of this Agreement which by their nature should survive termination or expiration will survive termination or expiration, including, without limitation, accrued rights to payment, confidentiality obligations (Section 9), warranties (Section 11), liability (Section 14), and Section 15.

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8. Ownership Rights

8.1 Subject to the usage rights and/or limited licenses granted herein, Conxai shall own all right, title and interest in and to the Software, Services, Documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related there to and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to Conxai.

8.2 Nothing in this Agreement gives Customer a right to use any of Conxai’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. Customer agrees not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Software, the Services or the Documentation.

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9. Confidentiality

9.1 Confidential Information. Subject to the limitations set forth in the following paragraph, all information disclosed by one Party to the other Party during the Term that is identified in writing at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure, whether in oral, written, graphic or electronic form, shall be deemed to be “Confidential Information”. The existence and terms of this Agreement are Confidential Information of both Parties.

9.2 Exceptions. Information will not be considered Confidential Information if the receiving Party can establish by documentary evidence that the information is or was: (a) publicly available through no actor omission of the receiving Party; (b) in the receiving Party’s lawful possession prior to disclosure by the disclosing Party and not obtained either directly or indirectly from the disclosing Party; (c) lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (d)independently developed by the receiving Party without use of or access to the disclosing Party’s Confidential Information.

9.3 Use and Disclosure. Each Party agrees that it will maintain the other Party’s Confidential Information in confidence to the same extent that it protects its own Confidential Information (but in no event less than a reasonable degree of care) and use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement. Each Party may disclose the Confidential Information of the other Party, in whole or in part, only to those of its employees, contractors or agents who have a need to know and are subject to a contractual or statutory obligation to keep such information confidential consistent with the terms of this Section.

9.4 RequiredDisclosures. Either Party may disclose the Confidential Information of the other Party as required by law provided that, prior to any such compelled disclosure, the receiving Party will, if permissible: (a) promptly notify the disclosing Party to allow the disclosing Party a reasonable opportunity to resist such disclosure and/or seek a protective order; and (b) reasonably cooperate with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure. In the event that such protection against disclosure is not obtained, the receiving Party will be entitled to disclose the Confidential Information, but only to the minimum extent necessary to legally comply with such compelled disclosure.

9.5 InjunctiveRelief. The Parties acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section and that, in the event of an actual or threatened breach of the provisions of this Section, the non-breaching Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each Party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section.

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10. Co-Marketing

10.1 Customer List. Subject to Customer prior approval, Conxai shall have the right to use and display Customer’s name and/or logo (the “Marks”) on Conxai’s website and in other promotional materials, including a press release, solely to identify Customer is a customer of Conxai, unless explicitly agreed otherwise. All use of the Marks will be in accordance with Customer’s usage guidelines, if any, and will inure to the benefit of Customer. Conxai will use the Marks as provided by Customer, and will not add to, delete from, or modify any of the Marks. The right of use under this Section will terminate automatically on termination of this Agreement.

10.2 CustomerTestimonial. Customer agrees to cooperate with Conxai in the preparation and publication of a customer testimonial or a whitepaper detailing Customer’s experience using theSoftware. Conxai will provide a draft testimonial or whitepaper to Customer for approval before publishing it. By way of clarification, no testimonial or whitepaper will be published without Customer’s prior approval.

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11. Warranties

11.1 Authority. Each of Conxai and Customer represents and warrants that it has the full right, power and authority to enter into andfully perform this Agreement.

11.2 Professional Services Warranty. Conxai represents and warrants that it will perform the Professional Services in a professional and workmanlike manner.

11.3 To the extent not otherwise provided for in the SLA, the statutory warranty provisions shall apply. §536b BGB (German Civil Code) (Knowledge of the defect by the lessee at the time of conclusion of the agreement), § 536c BGB (Defects occurring during the term; notification of defects) shall apply. § 536a subsection 2 BGB shall be excluded (right of self removal by the lessee). The application of §536a subsection 1 BGB (liability) shall also be excluded, to the extent it provides for strict liability.

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12. Data protection and data security

Customer is responsible for a) any content used by it in connection with the Software, and/or b) Customer Data. Customer shall not post any illegal content or data and shall not use any programs containing viruses or other malware in connection with the Software.

For the purpose of executing the Agreement, Customer grants Conxai the right to reproduce the Customer Data, insofar as this is necessary for the provision of theServices. Conxai shall be entitled to store theCustomer Data in a failure system or separate backup data center. Conxai shall regularly backup the Customer Data on an external backup server. To the extent technically possible, Customer may excerptCustomer Data at anytime for security purposes and is obliged to do so at regular intervals. Otherwise, Conxai shall provide the Customer Data to Customer once a month as a backup.

To the extent Conxai may access personal data of Customer as part of the Customer Data, Conxai will act exclusively as a processor and will only process and use this data for the execution of theAgreement. The Parties shall conclude a data processing agreement to cover such processing of personal data by Conxai. Customer shall remain responsible party with regard to any personal data that may be included in the Customer Data and shall therefore ensure that the processing of such personal data through the use of the Software is covered by a legal basis and shall indemnify Conxai against third party claims in case of an infringement.

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13. Indemnification

13.1 Indemnification by Conxai

(a) Conxai at its own expense will defend, indemnify and hold Customer, its Affiliates, successors, assigns, members, shareholders, officers, directors and agents (“RelatedParties”) harmless against all liabilities, damages, fines, judgments, settlements, costs and expenses, including reasonable attorney’s fees and disbursements (“Costs”) arising from or relating to claims, demands, suits, actions or proceedings made or brought by third parties against Customer and/or its Affiliates alleging that the use of the Services as permitted here under infringes a third party’s copyright, or trademark or that Conxai misappropriated third party’s trade secrets in the provision of the Services (“Customer Claim”).

(b) If the use of the Software by Customer has become or, in Conxai’s opinion, is likely to become, the subject of any Customer Claim, Conxai may at its option and expense and as Customer’s sole remedy: (i) procure for Customer the right to continue using the Software as set forth herein; (ii) modify the Software to make it non-infringing; or (iii) if the foregoing options are not reasonably practicable, terminate this Agreement and refund Customer any unused pre-paid fees for periods after the termination date. If Conxai materially fails the foregoing obligations Customer may terminate this Agreement pursuant to Section 5.3.

(c) Conxai will have no liability or obligation with respect to any Customer Claim to the extent such Customer Claim is caused by: (i) use of the Software by Customer not in accordance with this Agreement; (ii) the combination, operation, or use of the Software with other products or services where the Software would not by itself be infringing, and such combination, operation, or use is not explicitly directed by the Documentation as a requirement in order to use the Software.

13.2 Indemnification by Customer. Customer at its own expense will defend, indemnify and hold Conxai and its Affiliates harmless against any Costs arising from or relating to Claims alleging that Customer’s use of the Software or Data violates applicable Laws (“Conxai Claim”).

13.3 Indemnification Procedure

(a) Promptly after a Party seeking indemnification obtains knowledge of the existence of a CustomerClaim or a Conxai Claim (together or individually referred to in this Section as “Claim”), the indemnified Party must notify the other Party of the Claim in writing. The indemnifying Party’s indemnity obligations will be waived only if and to the extent that its ability to conduct the defense are materially prejudiced by the indemnified Party’s failure to give notice.

(b) The indemnifying Party will assume the defense and settlement of the Claim with counsel reasonably satisfactory to the indemnified Party at the indemnifying Party’s expense. The indemnified Party: (i) may join in the defense and settlement of the Claim and employ counsel at its own expense, and (ii) will reasonably cooperate with the indemnifying Party in the defense and settlement of the Claim.

(c) The indemnifying Party may not settle any Claim without the indemnified Party’s written consent unless the settlement: (i) includes a release of all Claims;(ii) contains no admission of liability or wrongdoing by the indemnified Party; and (iii) imposes no obligations upon the indemnified Party other than an obligation to stop using any infringing items.

(d) The indemnified Party must mitigate the damages or other losses that would otherwise be recoverable from the indemnifying Party, including by taking actions to reduce or limit the amount of damages and/or other losses incurred.

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14. Liability

14.1 Incase of intent, gross negligence, claims based on the German Product LiabilityAct, within the scope of a guarantee given by Conxai, as well as in case of death or physical injury, Conxai shall be liable according to statutory law. Conxai shall only be liable for slight negligence, if Conxai is in breach of material obligations of this Agreement, the fulfilment of which facilitate the due performance, the breach of which would endanger the purpose of this Agreement and the compliance of which Customer may trust in. Conxai shall not be liable in all other cases of slight negligence.

14.2 In so far as liability is excluded or limited in accordance with the preceding paragraphs, this also applies to the personal liability of employees, representatives and vicarious agents of Conxai.

14.3 Claims for compensation against Conxai and its employees, representatives and vicarious agents expire within twelve (12) months as of knowledge of the damaging event.

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15. Miscellaneous

15.1 Notices. All notices must be in writing and sent to the other Party's primary point of contact for this Agreement. Notices will be deemed delivered when: (a) verified by written receipt if sent by personal courier, overnight courier, or postal mail; or (b) confirmed or replied to by the recipient if sent by email.

15.2 Amendment; Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under thisAgreement, shall be effective unless in writing signed by the Parties hereto. This requirement of written form shall also apply to this section 15.2. The failure by either Party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such Party.

15.3 Integration; Construction; Interpretation.This Agreement, amended as the case may be and including its attachments, supersedes all prior understandings, transactions and communications with respect to the matter referred to herein. General terms and conditions of the Customer will have no effect on this Agreement and are hereby rejected, regardless of whether they are signed by Conxai and/or purport to take precedence over this Agreement.

15.4 Severability. If any provision of this Agreement isadjudicated invalid or unenforceable, this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the samelegal and commercial effect originally intended by the Parties.

15.5 Assignment. This Agreement may not be assigned byeither Party without the other Party’s written consent, whether by operation of law or otherwise; provided that Conxai may assign this Agreement to its successor in the event of a merger, acquisition or sale of all or substantially all of its assets.

15.6 Governing Law and Venue. ThisAgreement shall be governed by the laws of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods. Any disputes which arise out of or in connection with this Agreement, including disputes on its interpretation, shall be resolved exclusively by the courts of Munich, Germany.

15.7 Counterparts. This Agreement may be executed and delivered by facsimile or electronic signature and in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.