General Terms and Conditions

This Software-as-a-Service Subscription Agreement (the “Agreement”) is entered into on the date on which you (“Customer”) enter into a Subscription together with the subscription provider (“The Provider”) -Sign contract with reference to this Agreement (“Subscription Agreement”). This date is then considered the “effective date”.

1. Scope of services

1.1
The Provider provides the Services during the term of the Subscription in accordance with the terms of this Agreement.

1.2
Provided that the customer purchases the user subscription(s) and subject to the restrictions set out in this Section 1 and the contractual conditions, the provider hereby grants the customer the non-exclusive, non-exclusive transferable right to allow Authorized Users to use the Services during the subscription period.

1.3
The provider is constantly developing the software and will improve it through ongoing updates and upgrades. The current range of functions can be found in the service description on the provider’s website.

1.4
The provider continuously monitors the functionality of the software and eliminates software errors as technically possible. An error occurs in particular if the software does not fulfill the functions specified in the service description, delivers incorrect results or does not work properly in any other way, so that the use of the software is impossible or significantly restricted.

2. Warranty

2.1
The provider guarantees that the services (without third-party applications) are provided with sufficient expertise and care over the term of the subscription.

2.2
The warranty given in Section 2.1 does not apply if the deviation is based on the fact that the customer did not use the services in accordance with the provider’s instructions or that the services were used by others when the provider or their vicarious agents were modified or changed. If the services deviate from the warranty in accordance with Section 2.1, the provider will make all economically reasonable efforts to immediately remedy the deviation at its own expense. Such remedy or replacement shall constitute Customer’s sole and exclusive remedy and Provider’s sole and exclusive liability for breach of warranty. Without prejudice to the foregoing:

2.2.1
The provider does not guarantee that the use of the services by the customer will be uninterrupted or trouble-free or that the services and/or the information obtained by the customer through the services meet the customer’s requirements;

2.2.2
The provider is not responsible for delays, delivery failures or other damages resulting from the customer’s access to the services and their use via third-party applications (such as Microsoft Teams). or the transfer of data via communication networks and facilities, including the Internet. Customer acknowledges that the Services may be subject to limitations, delays or other problems inherent in the use of such communication facilities;

2.2.3
The Provider is not responsible for viruses that were not discovered by the Provider despite the use of commercially reasonable current virus detection methods;

2.2.4
Neither Provider nor its suppliers are liable in any way for the accuracy, completeness or timeliness of Customer Data or for any decisions or actions of Customer, an Authorized User or based on Customer Data other third parties.

2.3
Except as expressly contained in this Section 2, the Provider (and its affiliates and suppliers) exclude any other express, implied or statutory warranty liability, including warranties and conditions of merchantability, accuracy, conformity to description, fitness for a particular purpose or use and satisfactory quality, and non-infringement.

2.4
If the customer installs or activates third-party applications that are to be used with the services or if the customer uses the service via a third-party application, he confirms that the provider grants access to the providers of these third-party applications access to customer data and authorized user data if and to the extent this is necessary for interoperability between these third-party applications and the Services. Provider is not responsible for the disclosure, modification or deletion of Customer Data and Authorized User Data as a result of such access by third-party application providers, and such access to and use of Customer Data and Authorized User Data is subject to the privacy policies of the applicable third-party application provider. The Services provide Customer with the ability to restrict such access by preventing Authorized Users from installing or activating these third-party applications for use with the Services.

2.5
Services may also be restricted in other ways as specified in the subscription agreement, e.g. B. by limiting storage capacity, bandwidth and/or file size for attachments, such as. E.g. photos or files.

3. Availability of services and support

3.1
E-mail support is available to users. The provider will answer inquiries in writing as quickly as possible after receiving the respective question.

3.2
The provider makes commercially reasonable efforts to provide the services with high availability. The provider cannot rule out planned or unplanned outages.

3.3
The basic functions of the SaaS services are monitored daily. Maintenance of the SaaS services generally takes place from Monday to Friday 8:00 a.m. to 6:00 p.m.

4. System requirements

The prerequisite for using Micromate is that the user has internet access, a web-enabled device such as a computer or a smartphone with a current browser (Chrome, Firefox, Safari or Edge) and a current version of the chat software intended for Micromate .

5. Term and termination

5.1
This contract runs for the initial term of the subscription from the effective date.

5.2
Subscriptions are taken out for the agreed term. The subscriptions can be canceled by either party with a thirty-day notice period at the end of the respective term. If no termination occurs, the subscription and this contract will automatically be extended for a further term. Unless otherwise agreed, the invoice is issued in advance for the respective term.

5.3
Cancellation by the customer must be made in writing in the form of an email to hello@micromate.ai. Following the termination, the provider sends an email with a confirmation to the customer. If this confirmation has been received, the customer account will be terminated after the notice period has expired.

5.4
If this contract is terminated for any reason:

• all rights granted under this Agreement will terminate immediately;
• the customer stops using the services;
• The customer shall promptly make all payments due under this contract;
• The provider can destroy all customer data in its possession or dispose of it in another way.

5.5
Without prejudice to any other rights or remedies that may be available to the parties, the Provider may terminate this Agreement at any time without notice in writing without obligation to the Customer if the Customer:

• falls into bankruptcy or the bankruptcy proceedings were stopped due to a lack of assets;
• is in arrears with payment obligations from this contractual relationship to the extent of at least one month’s salary and has been unsuccessfully reminded with a grace period of two weeks and under threat of termination of the contract;
• When using the contractual services, you culpably violate legal provisions or interfere with the copyrights, industrial property rights or naming rights of third parties;
• uses the distributed services for the purpose of promoting criminal, unlawful or ethically questionable activities.

6. Costs and payment

6.1
The customer undertakes to pay the provider the fee agreed upon in his subscription plus statutory VAT for the use of the software.

6.2
The provider invoices the customer for the duration of the subscription term in advance of the subscription coming into force.

6.3
The provider is entitled to adjust the fees and service content by notifying the customer in writing at the next possible termination date. The reasons for such a change in performance are, in particular, technical progress and further development of the software. If the customer does not want to continue the contract at the changed tariffs, he is entitled to extraordinary termination with a notice period of 14 days at the time of the change.

6.4
All fees are payable within 30 (thirty) days of the invoice date.

6.5
In the event of late payment, the provider is entitled to temporarily restrict the customer’s access, block it and refuse to release the stored data. In this case, the agreed fee remains owed in full even during the restriction. Access will be activated again after payment of the outstanding invoices.

7. Obligations of the customer

7.1
The customer provides all necessary cooperation and provides all information that, in the reasonable discretion of the provider, is required for the provision of the services. In the event of delays in customer support, the provider may adjust agreed schedules or delivery dates appropriately.

7.2
Customer shall ensure that Authorized Users use the Services in accordance with the terms and conditions of this Agreement, comply with all applicable laws and regulations regarding actions taken under this Agreement, and the Services exclusively use for lawful purposes. The customer is liable for breaches of contract by the authorized users.

7.3
The customer is solely responsible for the provision and maintenance of its network connection and telecommunications connections as well as for all problems, conditions that arise, delays and delivery failures that are based on the customer’s network connection or telecommunications connections or related to it.

7.4
The customer makes every effort to prevent unauthorized access to or use of the services and will immediately inform the provider of this in the event of unauthorized access or use set.

7.5
The customer shall not insert any inappropriate content or viruses, other information or other material which, in whole or in part, or access to or use thereof, constitutes a criminal offense or in any other way are unlawful, including violating the intellectual property rights of third parties. The Provider reserves the right, but is not obliged, to remove such content from where the Provider, in its sole discretion, considers such content to be inappropriate content, with appropriate notice to the customer.

7.6
Customer is solely responsible for moderating the content published by Authorized Users and for instructing Authorized Users of Customer’s own guidelines regarding what they may and may publish using the Services not.

7.7
Customer is solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance and updates of all Customer Data used when using the Services. The Provider shall not be liable for any errors or inaccuracies in the Customer Data or beyond its responsibility to accurately reflect the Customer Data as directed by the Customer.

7.8
Customer is responsible for obtaining, and Customer warrants, all necessary authorizations and authorizations required to use the Customer Data (if applicable, in particular the authorizations and authorizations of the owners or authorization holders of third party information) and in the context of the Services and represents that these approvals and approvals have been obtained.

7.9
The customer undertakes that the maximum number of authorized users that he allows to access and use the services does not exceed the number of user subscriptions purchased by the customer. Customer further agrees not to allow a User Subscription to be used by more than one per Individual Authorized User unless the Subscription has been fully transferred to another Individual Authorized User, in which case the original Authorized User will no longer have access to the services and their use is authorized.

7.10
The Customer undertakes that each Authorized User must create a secure password for use of the Services and that this password will be changed frequently (at least every 60 days). and must be treated confidentially by every authorized user.

7.11
Customer will not attempt to copy, modify, duplicate, create derivative works of the Software or any part thereof in any form or by any medium or by any means to make, frame, mirror, republish, download, display, transmit or distribute.

7.12
The customer will not attempt to decompile, disassemble, reverse engineer or otherwise convert the software or parts thereof into a human-recognizable format.< /p>

7.13
Customer will not access the Services or any part thereof to build a product or provide a service that competes with the Services.

7.14
The customer will not use the services to provide services for third parties unless this has been agreed in writing with the provider.

7.15
Customer will not sublicense, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services or disclose them to third parties made available to authorized users unless this has been agreed in writing with the provider.

7.16
The Customer will not attempt to access the Services or assist third parties in doing so in any manner other than that set out in this Section 7.

8. Intellectual property rights

Customer acknowledges and agrees that Provider and/or its licensors own all intellectual property rights to the Software, Services and Provider Data. Except as expressly provided herein to the contrary, this Agreement does not grant Customer any patent, copyright, database rights, trade secret, trade name, trademark (whether registered or unregistered) or other right or license with respect to the Software, the Maintenance Releases, the services or the provider data.

9. Liability

9.1
With the exception of amounts owed by the Customer to the Provider under this Agreement and subject to the provisions of Section 10, the parties’ total liability is for losses incurred by the other party or damages (whether in breach of contract, tort (including negligence) or otherwise) arising out of or in connection with this Agreement shall be limited for each Claim Year to the total amount of the Fee paid by Customer in that Claim Year.

9.2
Within the framework of the legal provisions, the provider excludes any liability towards the customer (or any third party), in particular for the fulfillment of its contractual and non-contractual obligations, for the loss of data Indirect damages, consequential damages or other indirect damages arising from the contract, or for loss of profits, loss of expected savings, loss of business opportunities, goodwill, or loss of income, loss of use or loss of data (including damage to data). This exclusion of liability also applies to damage that arises directly or indirectly through the use of the provider’s software.

9.3
The provider has no liability towards the customer under this contract if it is prevented from fulfilling its contractual obligations or fulfills them late, or if it is prevented from carrying out its business due to acts, events, omissions or accidents beyond the Provider’s reasonable control, including without limitation strikes, lockouts or other labor disputes (whether affecting the Provider’s workforce or third parties), failure of utility services or transportation or telecommunications networks, Acts of God, war, riot, civil unrest, malicious damage to property, fire, flood or storm. The provider informs the customer about such events and their expected duration.

10. Indemnification

10.1
If the provider is used by third parties or by government authorities in connection with services, the customer is obliged to fully indemnify the provider in the following cases:
(i) Product liability claims;
(ii) Claims due to infringement of third party patent rights.

10.2
The obligation to indemnify does not apply if the provider is responsible for the claim itself due to an intentional or negligent breach of a contractual obligation.

10.3
In addition to the reimbursement of legitimate third-party claims, the indemnity also includes the provider’s legal costs and reasonable attorney’s fees.

11. Messages

11.1
All notifications, unless a stricter form is required in this contract or by law, must be made in writing in German to the customer at the time of registration or on addresses specified on the provider’s homepage. Sending via email satisfies the written requirement. Notices from the provider to the email address provided by the customer during registration are always considered written notice. All notices will be deemed given and received upon actual receipt or 3 (three) days from the date and time of email dispatch, whichever is earlier.

11.2
The contractual partners are obliged to immediately notify the other contractual partner of any changes in address (including e-mail), otherwise notifications at the last address provided in writing are deemed to have been received in a legally effective manner.

12. Confidentiality

12.1
Both parties may be given access to confidential information of the other party in order to fulfill their contractual obligations. Confidential information does not include information that:

(a) is or becomes publicly known and is not due to any act or omission of the receiving party;

(b) was already in the other party’s lawful possession prior to disclosure;

(c) has been lawfully communicated to the receiving party by a third party without the existence of any restrictions on disclosure;

(d) was developed independently by the receiving party and this independent development can be proven in writing; or

(e) must be disclosed by law, order of a competent court or of a supervisory or administrative authority.

12.2
The parties will treat each other’s confidential information as confidential and will not make the confidential information available to any third party except as required by law. You will also not use the Confidential Information for any purpose other than to carry out this Agreement. The parties shall take appropriate measures to ensure that the other party’s confidential information accessible to them is not disclosed or disseminated by its employees or agents in violation of the terms of the contract.

The parties are not responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

12.3
Customer acknowledges that the details of the Provider’s software, services, data and the results of performance tests conducted on the Services constitute the Provider’s confidential information. The provider acknowledges that the customer data represents confidential information of the customer.

12.4
The provider is entitled to name the customer as a reference for advertising purposes, unless the customer has expressly informed the provider otherwise in writing and this is the customer’s concern appropriate.

13. Changes to the General Terms and Conditions

13.1
The provider can change these general terms and conditions and additional terms and conditions at any time. The changes will be communicated early and in an appropriate manner. If the user does not agree to the changes, he or she can cancel his or her subscription on the next possible cancellation date.

13.2
The current version published on micromate.ai applies between the user and the provider.

14. General

14.1 Data protection

By accepting these terms and conditions, the customer also declares his consent to the data protection regulations published on the website micromate.ai. The customer declares that he is aware of the document and undertakes to inform the users assigned to his subscription about it before their first use of the Micromate applications.

14.2 Comprehensive character

This Agreement, together with the Subscription Agreement, constitutes the entire agreement between the parties and supersedes all prior agreements between the parties regarding the subject matter hereof. Unless otherwise expressly agreed in writing, this Agreement is in lieu of, and takes precedence over, any terms or conditions contained in or referred to in the correspondence or elsewhere, or which are implied to apply by usage of trade or regular course of conduct becomes. General terms and conditions or other conditions contained in an order or other documents issued by the customer in connection with this contract are not binding for the provider.By entering into this Agreement, each party acknowledges and represents that it has not relied on any representations made by the other party that are not contained in this Agreement. Such assurances are excluded. Nothing in this provision limits liability for fraudulent representations.

14.3 Continuity

Continuation. In addition to the provisions that naturally survive termination or termination of this contract, the provisions of Sections 5.4, 8, 9, 10, 11, 12, 13, 14 of this contract also remain valid beyond the termination or expiration of the contract .

14.4 Rights of third parties

No person other than a party to this Agreement shall have the authority to enforce or benefit from the provisions of this Agreement.

14.5 Waiver

The waiver of any right under this Agreement shall only be effective in writing and shall apply only to the party to whom the waiver was made and only to the circumstances giving rise to such waiver. Unless otherwise expressly agreed, the rights arising from this contract are cumulative and do not exclude statutory rights.

14.6 Severability clause

If any provision of the Agreement (or any part thereof) is determined by any court or authority of competent jurisdiction to be invalid, unenforceable or unlawful, the remaining provisions will remain in effect. If an invalid, unenforceable or illegal provision would become valid, enforceable or legal by partial deletion of the provision, then such provision shall apply with the modification necessary to give effect to the commercial intent of the parties.

14.7 Place of jurisdiction and choice of law

14.7.1
With regard to all legal relationships arising from this
contractual relationship, the parties agree to the application of the law of the Swiss Confederation, excluding the regulations of private international law (IPR) and the uniform UN Sales Law (CiSG).

14.7.2
For all disputes that arise in the course of processing this contractual relationship, the provider’s registered office is agreed as the exclusive place of jurisdiction.

General Terms and Conditions Micromate, Version January 5th, 2022