General Software Licensing Terms and Conditions

Status: July 2023

Peamble

These General Software Licensing Terms and Conditions apply to the software products distributed by Assyst GmbH (“Licensor”) and hardware products to the extent that the terms apply to the latter. If third-party software products are used, the third-party software terms and conditions shall also apply. The respective software shall be made available to the Licensee either permanently or for a limited period of time against payment of the price specified in the offer letter (“Fee”). Software means the computer program in object code stated in the offer and, in conjunction with the associated documentation, constitutes the subject matter of license within the meaning of these terms and conditions.

The masculine form is used for words referring to persons for the sake of clarity. Corresponding terms shall apply to all genders within the meaning of equal treatment

1. Subject matter of contract

a. These Software Licensing Terms and Conditions provide for, on the one hand, the permanent transfer (“Purchase”) and, on the other, the transfer limited to the term of the contract (“Rental”) of the subject matter of license provided for in the offer as well as the granting of the rights described in Sections 4 and 6 for use in accordance with the contract. The subject matter of the contract is set out in detail in the offer. The offer conclusively provides for the nature of the subject matter of license and specifies the hardware and software environment intended for use of the subject matter of license.

b. The Licensor also sells software products from partner companies. In that respect, in the event of the purchase or rental of these software products, additional contractual terms and conditions apply, which constitute an essential part of the respective contract:

With regard to use of the Oracle Software, the Oracle licensing terms and conditions listed separately in Annex 1 shall also apply.
With regard to use of the Verce Avatar ModelBundles, the licensing terms and conditions for the rental of a Standard ModelBundle and Add-Ons and the General Terms and Conditions for the Adaptation of a Standard ModelBundle by Add-Ons listed separately in Annex 2 shall also apply.
With regard to use of products from Style3D, the licensing terms and conditions of Linctex Technology Co., Ltd. listed in Annex 3 shall also apply.

These additional conditions can be viewed at https://www.assyst.info/about/conditions/ and are available there for download in the currently valid version. In the event of any conflict between these terms and conditions and any third-party terms and conditions, the third-party terms and conditions shall prevail with the exception of the provisions on applicable law and on the place of jurisdiction.

c. Any use of the subject matter of license shall be subject to proper payment of the respective agreed fee.

d. An entitlement to install or use the subject matter of license shall not apply in the event that these terms and conditions are not agreed

2. Delivery and installation

a. Insofar as the subject matter of license is protected by a license key, the license key shall be surrendered by way of a hardware dongle or online licensing and exclusively for use of the subject matter of license as specified in detail in these General Software Licensing Terms and Conditions, the offer and the documentation. The handover by way of online licensing shall occur by forwarding a link and a password to enable access and installation of the subject matter of license on the Licensee’s hardware. Upon handover of the subject matter of license, the risk of transport (in particular the risk of accidental loss or destruction) of the subject matter of license shall pass to the Licensee.

b. The Licensor shall be entitled to hand over a temporary executable program version to the Licensee upon surrender of the subject matter of license in conjunction with the promise to make the unlimited license key available without delay following payment of all remuneration due following surrender of the subject matter of license

3. Collision with other terms and conditions

These terms and conditions and the terms and conditions in accordance with sub-section 1, point b. apply on an exclusive basis. The general terms and conditions of purchase or delivery or other general terms and conditions of business sent by the Licensee in the course of its correspondence shall not become part of the contract.

4. Granting rights upon purchase of the subject matter of license

a. In the event of purchase of the subject matter of license, the Licensor shall grant the Licensee the non-exclusive right, unlimited in time, to use the subject matter of license in accordance with these Software Licensing Terms and Conditions for internal purposes upon payment in full of the agreed Fee. The granting of the license relates to the Licensee’s location specified in the offer.

b. The right of use is limited to the number of licenses purchased by the Licensee. Unless additional licenses are purchased, the subject matter of license may not be used beyond the maximum number of licenses purchased or beyond the respective type of hardware covered by the contract. Simultaneous storage, stocking, or use on more than one hardware device is not permitted if only one license is the subject matter of contract. If the Licensee changes the hardware, he must delete the subject matter of license from the hardware device previously used unless otherwise agreed within the framework of a floating license (right to use the subject matter of license on several workstations (hardware) without simultaneous use of the subject matter of license). The Licensee must acquire a corresponding number of licenses if he wishes to use the subject matter of license on several hardware configurations at the same time, e.g., within the scope of use by several employed persons or via the use of a terminal server. Use of the subject matter of license via remote access (terminal server solution and remote desktop etc.) shall be subject to written consent by the Licensor as a compulsory requirement.

c. Use of the surrendered subject matter of license within a network or other multi-station computer system is not permitted if this creates the possibility of simultaneous multiple use of the program and unless otherwise stipulated in sub-section 4, point b. If the Licensee wishes to use the subject matter of license within a network or other multi-station computer system, he must prevent simultaneous multiple use by way of access protection mechanisms or pay the Licensor a separate network fee, the amount of which is determined by the number of users connected to the computer system. The Licensor shall notify the Licensee of the network fee to be paid in the individual case without delay once the Licensee has notified the Licensor in writing of the planned network use, including the number of connected users. Use of the subject matter of license in such a network or multi-station computer system shall only be permitted following payment in full of the network fee.

d. The right to reproduce the subject matter of license is limited to the installation of the subject matter of license on a computer system in the direct possession of the Licensee for the purpose of fulfilling the purpose of use, and such reproduction as is necessary for loading, displaying, running, transferring, and storing the subject matter of license.

e. The Licensor grants the Licensee the right to copy the subject matter of license to memory and hard disks, and the right to correct errors. The Licensee may make backup copies of the subject matter of license required for secure operations. The backup copies must, where technically possible, contain the copyright notice of the original data carrier. Copyright notices may not be deleted, amended, or suppressed. Insofar as the Licensee outsources its data backup to an external service provider, in particular to a cloud service provider, it must ensure that its backup copies are not exposed to uncontrolled access by third parties.

f. The right to edit the subject matter of license is limited to maintaining or restoring the agreed functionality of the subject matter of license.

g. The right to decompile the subject matter of license shall be granted on condition of Section 69 e(1), Nos. 1 to 3, UrhG (German Copyright Act), and within the scope of Section 69 e(2), Nos. 1 to 3, UrhG, in particular if the Licensee has informed the Licensor in writing of his intention and requested the Licensor to furnish the necessary information within a period of at least two weeks. The obligation to maintain secrecy shall apply to all knowledge and information obtained by the Licensee in the course of decompiling.

h. The Licensor retains ownership of all copies of the subject matter of license until the agreed Fee has been paid in full. In the event of a breach of contract by the Licensee, in particular in the event of default in payment, the Licensor shall be entitled to demand, at the Licensee’s expense, the return of all copies of the subject matter of license to which the Licensor has reserved ownership or, where relevant, to demand the assignment of such rights to which the Licensee is entitled against third parties. In such a case, the Licensee shall, on request, provide the Licensor with written confirmation that it has not retained any copies of the subject matter of license and that all installations of the subject matter of license have been irrevocably deleted from the Licensee’s or the third party’s systems. Confirmation may also be provided electronically.

5. Resale and subletting in the event of purchase of software products

a. The forwarding (in full or in part) of permanently licensed software to a third party is permitted under the following conditions:

The Licensee shall surrender to the third party (if available) the original data carriers in conjunction with the license certificate and documentation, remove all installed copies of the subject matter of license from its computers, delete all other copies, in particular those on data carriers, in fixed or working memory, definitively give up use of the subject matter of license and provide the Licensor with written confirmation that these obligations have been honored. Confirmation may also be provided electronically.
The Licensee shall enter into an agreement with the third party in which the third party is expressly placed under obligation to observe the scope of the grant of rights in accordance with Section 4 of these Software Licensing Terms and Conditions.
Insofar as the purchased software is a volume license package, splitting of the volume licenses is expressly not permitted.

b. The Licensee shall not be granted any further rights of use to, and exploitation of, the subject matter of license. In particular, the Licensee shall not be entitled to grant sub-licenses to third parties, rent out the subject matter of license or parts thereof, publicly reproduce or make it accessible by wire or wireless means or to make it available to third parties, inter alia, by way of application service providing or as “Software as a Service,” whether in return for payment or free of charge

6. Granting rights within the scope of the rental of the subject matter of license

a. In the event of renting out, the Licensor grants the Licensee the non-exclusive, non-transferable, and non-sublicensable right to use the subject of license in accordance with the following regulations, and the scope granted in the offer in return for payment of the agreed fee. This includes the right to install the subject matter of license accordingly and load, display, and run the installed software.

b. The Licensee may make backup copies of the subject matter of license required for secure operations. The backup copies must, where technically possible, contain the copyright notice of the original data carrier. The backup copies may be used solely for archival purposes only, and may not be handed over or made accessible to third parties. Copyright notices may not be deleted, amended, or suppressed. Insofar as the Licensee outsources its data backup to an external service provider, in particular to a cloud service provider, it must ensure that its backup copies are not exposed to uncontrolled access by third parties. At the end of the term of contract, the Licensee undertakes to delete the backup copy and furnish the Licensor with proof of the deletion accordingly by way of a written assurance. Proof may also be furnished electronically.

c. The Licensee shall be entitled to copy, edit and decompile the subject matter of license only if this is legally permissible and only insofar as the information required for this purpose has not been made available, at the Licensee’s request, by the manufacturer of the subject matter of license or the Licensor. The Licensee is not granted any further reproduction rights other than those specified herein.

d. The Licensee is, in particular, prohibited from transferring to third parties the program copy of the subject matter of license surrendered to him or from selling, lending, renting out or otherwise sub-licensing the subject matter of license, publicly reproducing the subject matter of license or making it available to third parties in any other way.

e. The software must be used in accordance with the documentation (user manual) made available to the Licensee upon handover in accordance with Section 2 of these terms and conditions. The user manual and other documentation made available by the Licensor may only be copied for internal company purposes.

f. Insofar as the Licensee fails to comply with these terms and conditions, the rights granted shall become invalid and shall revert directly to the Licensor. In this respect, the Licensee undertakes to cease using the subject matter of license without delay, remove all installed copies of the subject matter of license from its systems and delete any backup copies made. The Licensee shall furnish the Licensor with proof of compliance with these measures accordingly by way of a written assurance. Proof may also be furnished electronically.

7. Licensor’s audit right

On request and to the extent that there is a legitimate interest in doing so, the Licensee shall permit the Licensor, or an auditing firm appointed by Licensor and acceptable to Licensee, to audit whether or not the subject matter of license is being used within the scope of the rights granted herein. The Licensee shall assist the Licensor in conducting such audit to the best of its ability, in particular by providing requested information and allowing the inspection of relevant documents and records. The Licensor may conduct the audit at the Licensee’s premises during its regular business hours, or have it conducted by the auditing company that is bound by secrecy. The Licensor shall announce the audit in good time and ensure that the Licensee’s business operations are impaired as little as possible by its on-site activities. If the audit reveals that the Licensee is using the subject matter of license to an extent that exceeds the rights granted in terms of the number of licenses acquired and in terms of the type of use permitted, the Licensee shall without delay acquire the necessary rights against payment. The Licensor shall otherwise be entitled to assert its rights. In the event that the acquired number of licenses is exceeded or the subject matter of license is otherwise not used in accordance with the contract, the Licensee shall bear the cost of the audit, including the cost of commissioning the auditing company to conduct the audit.

8. Use of the Licensee’s trademarks/names/logos protected by copyright

a. The Licensor shall be entitled to state the Licensee’s brand name and company (including the company address, where applicable) and company logo on its website under the heading Customers/References as well as in connection with the presentation of the service portfolio, e.g. in PowerPoint presentations and demonstrations and in press reports, to refer to the joint economic relationship.

b. The Licensor assures that it shall use the Licensee’s brand name, company name and company logo exclusively for the purposes stated in the preceding paragraph. Use extending beyond this is excluded.

9. Obligations on the part of the Licensee to collaborate

a. The Licensee shall be responsible for providing the system environment in accordance with the requirements insofar as nothing to the contrary is required in accordance with a contract.

b. The Licensee shall inform the Licensor in writing of the respective installation locations of the copies of the subject matter of license. This applies similarly to any subsequent change in the installation locations.

c. The removal of a copy protection or similar protection routines, such as a dongle query routine, is generally not permitted. The Licensee may only remove the copy protection or the protection routine if this protective mechanism impairs or prevents the trouble-free use of the program. The burden of proof for the impairment or prevention of trouble-free usability by the protection mechanism lies with the Licensee. This does not affect the provisions of Section 5.

d. The Licensee undertakes to take suitable precautions to prevent unauthorized access by third parties to the subject matter of license and the documentation. Insofar as original data carriers and backup copies are supplied, they shall be kept in a place secured against unauthorized access by third parties. The Licensee’s employees shall be expressly instructed to comply with these provisions and the provisions of the German Copyright Act.

10. Payment

a. The respective Fee for the provision of the subject matter of license and the granting of the rights of use are set out in the Licensor’s offer for which the Licensee shall be invoiced.

b. In the event that software is rented out, the due date of the fee to be paid shall be determined in accordance with the offer letter.

c. Invoice amounts fall due for payment without deduction within 14 days of the invoice date. If the Licensee defaults in payment, the outstanding amount shall bear interest at a rate of 9 percentage points above the base interest rate applicable at the time provided the Licensee is an entrepreneur within the meaning of Section 14 para. 1 BGB (German Civil Code). This shall not affect the assertion of additional rights.

d.Unless expressly agreed otherwise, all amounts stated are net amounts, i.e. they apply plus the statutory value added tax. The Licensor shall state the tax rate and the amount of VAT separately in the invoice.

11. Copyrights

a. All rights of use to the subject matter of license and parts thereof shall remain in full with the Licensor or its third party licensors unless these rights are expressly granted to the Licensee in these terms and conditions. These terms and conditions shall neither entitle the Licensee to use any of the Licensor’s trademarks, logos or names, nor shall the Licensee use any other marks that are misleadingly similar to the Licensor’s trademarks, logos or names.

b. In the event of use of third-party software, reference is made to the third party link https://www.assyst.info/about/licenses/. If third party software is used, its licensing conditions must be observed and compliance ensured.

c. If a person employed by the Licensee infringes upon the Licensor’s copyright, the Licensee undertakes to cooperate to the best of its ability in clarifying the copyright infringement, in particular to notify the Licensor without delay of the relevant infringing acts.

12. Warranty for material defects in contracts/parts of contracts to be qualified as sales contracts

a. The subject matter of license provided by the Licensor essentially corresponds to the offer letter. Warranty claims shall not apply in the event of an insignificant variation from the agreed and presumed quality. Product descriptions and representations in test programs are performance descriptions and not guarantees. In the case of update, upgrade and new version deliveries, the warranty is limited to the innovations of the update, upgrade or new version delivery compared to the previous version status.

b. If the Licensee demands subsequent performance due to a defect, the Licensor shall have the right to choose between rectification of the defect (“Rectification”) and replacement delivery. If the defect cannot be remedied within a reasonable period of time or if the remedy or replacement delivery is deemed to have failed for other reasons, the Licensee may, at its discretion, reduce the Fee (abatement), withdraw from the contract, demand damages or reimbursement of expenses incurred in vain to the extent of Section 16. The rectification or replacement delivery shall only be deemed to have failed if the Licensor has been given sufficient opportunity to rectify or replace the defect without the desired success being achieved, if the rectification or replacement delivery is impossible, if it is refused or unreasonably delayed by the Licensor, if there are reasonable doubts as to the prospects of success or if it is unreasonable for other reasons. Withdrawal from the contract does not exclude the right to claim damages. The right of withdrawal shall not apply in the case of merely insignificant defects in the subject matter of license. Subsequent performance may be brought about by handing over or installing a new program version or a work-around.

c. If the defect does not impair the functionality or only does so insignificantly, the Licensor shall be entitled to rectify the defect by delivering a new version or an update within the scope of its version, update and upgrade planning.

d. The Licensee undertakes to inspect the subject matter of license without delay upon receipt with regard to obvious defects, and notify the Licensor of any defects without delay. Notification of defects shall be provided by way of a comprehensible description of the error symptoms, as far as possible by way of written records. Providing notification of defects electronically is not excluded. Notification of defects should allow for the reproduction of a defect. The same applies in the event that such a defect becomes apparent at a later date. This does not affect the Licensee’s statutory obligations to inspect and provide notification of defects.

e. The limitation period for warranty claims, with the exception of claims for damages, is 12 months. The limitation period shall commence upon completion of the installation of the subject matter of license at the Licensee’s premises. In the case of the provision of updates, upgrades and new versions, the warranty for these parts shall commence in each case on handover within the meaning of these terms and conditions (see sub-section 2).

f. Claims for damages are subject to the restrictions of Section 16.

g. Changes or extensions to the subject matter of license made by the Licensee himself or third parties shall render the Licensor’s claims for defects null and void unless the Licensee was entitled to do so on the basis of statutory provisions or on the basis of these terms and conditions or on the basis of the Licensor’s prior written consent. The Licensor shall not be liable for defects that are due to improper operation by the Licensee or defects that are due to the fact that the subject matter of license is used in a hardware and/or software environment that does not meet the requirements specified in the offer.

h. Insofar as the contracting parties have concluded a service agreement with regard to the maintenance and servicing of the software, the terms and conditions made therein shall apply in addition, in particular with regard to the periods for rectifying defects and the measures to be taken by the Licensor on the basis of the grouping into defect classes.

13. Claims in the case of defects in title in contracts/parts of contracts to be qualified as sales contracts

a. If third parties are entitled to rights to the subject matter of license and assert such rights, the Licensor shall, at its own expense, take all action necessary to defend the subject matter of license against the asserted third party rights. The Licensee shall notify the Licensor without delay of the assertion of such third party rights in writing or in electronic form.

b. Insofar as defects in title apply, the Licensor shall be entitled, at its discretion, (i) to provide the Licensee with a legally flawless possibility of using the subject matter of license or (ii) modify or replace the subject matter of license in such a way that it no longer infringes third party rights provided the functionality of the subject matter of license to be provided is not significantly impaired thereby.

c. If the subsequent performance in accordance with sub-section b. fails within a reasonable grace period set by the Licensee, the Licensee may, at its discretion and subject to the statutory requirements, withdraw from the contract or exercise its right to reduce the purchase price and claim damages. Withdrawal from the contract does not exclude the right to claim damages.

d. In other respects, the terms and conditions in sub-section 12, letters e. and f., shall apply accordingly.

14. Warranty for defects in the case of hiring the subject matter of license

a. The subject matter of license provided by the Licensor essentially corresponds to the offer letter. Warranty claims shall not apply in the event of an insignificant impairment of the fitness for use of the subject matter of license.

b. The Licensor’s warranty is geared towards maintaining the contractually agreed quality of the subject matter of license during the term of the lease, and ensuring that no third party rights conflict with the contractual use of the subject matter of license. Defects in the subject matter of license, including other documents, shall be rectified by the Licensor within a reasonable period of time once the Licensee has notified the Licensor of the defect. The defect shall be remedied at the Licensor’s discretion by way of free-of-charge rectification or replacement delivery. Subsequent performance may also be provided in the form of updates for download as well as via telephone support or support via remote access.

c. The Licensee shall grant the Licensor access to the subject matter of license by way of telecommunications for the purpose of reviewing and rectifying defects. The Licensee shall establish the connections required for this purpose in accordance with the Licensor’s instructions.

d. The Licensee may not enforce a reduction in rent by deduction from the agreed rent. This does not affect corresponding claims for enrichment or damages.

e. The Licensee’s right to terminate for failure to grant use in accordance with Section 543 para. 2, sentence 1, no. 1 BGB shall be excluded unless the repair or replacement delivery is deemed to have failed.

15. Rental period and termination right in the case of renting the subject matter of license

a. The rental period and the right of termination shall be determined in accordance with the offer letter

b. Irrespective of any other rights, the Licensor shall be entitled to terminate the rental agreement without notice for good cause if the Licensee violates the aforementioned terms and conditions in a significant manner despite a written warning, in particular if the Licensee uses the subject matter of license beyond the granted right of use. Good cause shall also be deemed to apply if the Licensee is in default of payment of the applicable fee or a substantial part thereof for two consecutive dates or is in default of payment of the applicable fee in a period extending more than two dates in an amount equal to the fee for two months.

c. In the event of termination, the Licensee shall, without delay, cease using the subject matter of license and remove all installed copies of the subject matter of license from its hardware. At the Licensor’s request, backup copies made shall either be returned without delay or destroyed, at the Licensor’s discretion. In the event of destruction, the Licensee shall assure the Licensor in writing that the backup copies have been destroyed. In that respect, the electronic form is not excluded.

16. Liability, compensatory damages

a. The Licensor shall only be liable in accordance with the following terms and conditions:

(1) The Licensor shall be liable without limitation for damage caused intentionally or by gross negligence by the Licensor, its legal representatives or executive employees, as well as for damage caused intentionally by other vicarious agents. With regard to gross negligence by other vicarious agents, liability shall be determined in accordance with the provisions for minor negligence set out in (5) below.

(2) The Licensor shall be liable without limitation for damage caused intentionally or negligently by the Licensor, its legal representatives or vicarious agents resulting from loss of life, physical injury or detrimental effects on health.

(3) The Licensor shall be liable to the extent of any warranty provided by the Licensor as well as for damages due to the lack of a warranted characteristic.

(4) The Licensor shall be liable for product liability damages in accordance with the provisions of the German Product Liability Act.

(5) The Licensor shall be liable for damages resulting from the breach of essential contractual obligations (cardinal obligations) by the Licensor, its legal representatives or vicarious agents. Cardinal obligations are those essential obligations which form the basis of the contract, which were authoritative for concluding the contract and on the fulfillment of which the Licensee may rely. If the Licensor breaches these cardinal obligations by way of minor negligence, the amount of liability shall be limited to the damage that is foreseeable and typical according to the nature of the transaction in question here.

b. The Licensor shall be liable for the loss of data only up to the amount that would have been incurred to restore the data if it had been properly and regularly backed up.

c. Any further liability on the part of the Licensor is excluded on the merits. The no fault liability of the Licensor for defects that already exist at the time of concluding the contract in accordance with Section 536 a para. 1 BGB is, in particular, expressly excluded in the case of rental of the subject matter of license unless the requirements of sub-section 16, letter a. are met.

17. Secrecy clause

a. The Licensee undertakes to keep confidential information secret and not disclose it to third parties.

b. Confidential information is information made available to the Licensee in the course of executing the contractual relationship and concerns the contents of the offer letter, the object code and any documents made available to the Licensee in conjunction with use of the subject matter of license in paper or electronic form. The Licensee’s remaining knowledge is not covered by the concept of confidential information.

c. The duty of confidentiality shall end in the case of contracts under which the subject matter of license is permanently transferred at the time of resale of the subject matter of license.

d. In the case of the surrender of the subject matter of license within the framework of renting the subject matter of license, the confidentiality obligation shall continue to apply following the end of the contract until the expiry of two years.

e. The Licensee undertakes to ensure confidentiality in dealings with third parties including by the persons employed by his company.

18. Final provisions

a. Amendments to or supplementary information regarding these terms and conditions are subject to the written form in order to be deemed effective. This applies similarly to any amendment of this written form requirement unless an individual agreement within the meaning of Section 305 b BGB applies.

b. In the event that the terms and conditions of this document, or terms and conditions included herein in the future, are fully or partially invalid and/or unenforceable and/or subsequently lose their legal validity and/or enforceability, this shall not affect the validity of the remaining terms and conditions. The same applies if it should become evident that the contract or these provisions contain an omission. The contracting parties shall endeavor to agree on an appropriate provision in place of the invalid and/or unenforceable provisions or to fill the omissions which, as far as legally possible, comes as close as possible to what the contracting parties would have intended had they considered the point when concluding the contract or when subsequently including a term or condition.

c. This contract is exclusively subject to the laws of the Federal Republic of Germany with the exception of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

d. The contracting parties are aware that the subject matter of license may be subject to export and import restrictions. Licensing requirements, in particular, may apply or the use of the subject matter of license or related technologies may be subject to restrictions abroad. The Licensee shall comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union and the United States of America as well as all other relevant regulations. The Licensor’s performance of the contract is subject to the proviso that no obstacles based on national and international regulations of export and import law or no other statutory provisions prevent performance.

e. The contracting parties agree that the Licensor’s registered office shall be the exclusive place of jurisdiction for all disputes resulting from or in conjunction with the contract concluded by the contracting parties provided the Licensee is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law or the Licensee has no general place of jurisdiction in the Federal Republic of Germany at the time the action is brought. However, the Licensor shall also be entitled to bring an action at any other admissible place of jurisdiction.

f. All Annexes stated in these Software Licensing Terms and Conditions are an integral part of the contract. These can be viewed on the website https://www.assyst.info/about/conditions/ and can be downloaded there in the currently valid version.

g. The set-off as well as the assertion of a right of retention by the Licensee shall only be permissible by way of undisputed and/or legally established claims unless such claims arise from the mutual rights and obligations of the contract concluded by the parties.

Schedule Oracle License Conditions

Status: July 2023

These End User Conditions govern the rights and responsibilities between You (End User), us (Assyst) and Oracle Deutschland B.V. & Co.KG (Oracle) in relation to the Oracle Software Products established by You (named as Program or Programs).

1. The use of the Programs is restricted to the individual person or the legal entity that executed the End User License Agreement.

2. The use of the Programs is limited to the scope of the Application Package and to the internal business operations of the End User. The End User is entitled to permit agents or contractors (including, without limitation, outsourcers) to use the Application Package on the applicable End User’s behalf for the End User’s internal business operations as described above, subject to the terms of the End User License Agreement. For an Application Package that includes Programs that are specifically designed to facilitate interactions between the End User and the End User’s customers and suppliers, the End User is entitled to permit its customers and suppliers to use the Application Package in furtherance of such interactions subject to the End User License Agreement. The End User is responsible for its agent’s, contractor’s, outsourcer’s, customer’s and supplier’s use of the Application Package and compliance with the End User License Agreement.

3. Oracle or its licensor retains all ownership and intellectual property rights to the Programs.

4. The End User is not entitled to assign, give or transfer the Programs and/or any Services ordered or an interest in them to another individual or entity (in the event the End User grants a security interest in the Programs and/or any Services, the secured party has no right to use or transfer the Programs and/or any Services).

5. It is not allowed to (a) use the Programs for rental, timesharing, subscription service, hosting, or outsourcing, (b) remove or modify any Program markings or any notice of Oracle’s or its licensors’ proprietary rights, (c) make the Programs available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Program license); and (d) pass title to the Programs to the End User or any other party.

6. Not allowed are: reverse engineering (unless required by law for interoperability), disassembly or decompilation of the Programs (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs) and duplication of the Programs except for a sufficient number of copies of each Program for the End User’s licensed use and one copy of each Program media.

7. To the extent permitted by applicable law, Oracle’s liability for (a) any damages, whether direct, indirect, incidental, special, punitive or consequential, and (b) any loss of profits, revenue, data or data use, arising from the use of the Programs, is disclaimed.

8. The End User is obliged, at the termination of the Agreement, to discontinue use and destroy or return to Assyst all copies of the Programs and Documentation.

9. The Publication of any results of benchmark tests run on the Programs is prohibited.

10. The End User is obliged to comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the Programs, nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws.

11. The Programs are subject to a restricted license and can only be used in conjunction with the Application Package.

12. Oracle is not obliged to perform any obligations or incur any liability not previously agreed to between Assyst and Oracle.

13. Assyst is entitled to audit the End User’s use of the Programs and to require the End User to provide reasonable assistance and access to information in the course of such audit and Assyst is permitted to report the audit results to Oracle or to assign Assyst´s right to audit the End User’s use of the Programs to Oracle. Where Assyst assigns its right to audit to Oracle then Oracle shall not be responsible for any of Assyst´s or the End User’s costs incurred in cooperating with the audit.

14. Oracle is designated as a third party beneficiary of the End User License Agreement.

15. Some Programs may include source code that Oracle may provide as part of its standard shipment of such Programs. This source code shall be governed by the terms of the End User License Agreement.

16. Third party technology that may be appropriate or necessary for use with some Oracle Programs is specified in the Application Package documentation or as otherwise notified by Assyst. Such third party technology is licensed to the End User only for use with the Application Package under the terms of the third party License Agreement specified in the Application Package documentation or as otherwise notified by Assyst and not under the terms of the End User License Agreement.

License conditions about the rent of a Standard ModelBundle and add-ons of the company verce GmbH

Stand: Juli 2023

Preamble

VERCE develops virtual models that can be used in the fashion industry, among others. These virtual models are initially available in the form of a complex data set as a file. By implementing the models in software, they can be used, among other things, to simulate clothing and represent it realistically. Subsequently, renderings and photos can be created, which can then be used for communication purposes. Models used in this way with software are also called avatars or characters.

1. Subject matter of the contract

1.1 The subject matter of the contract is the transfer for a limited period of time of a ModelBundle and any add-ons, consisting of a non-exclusive BaseModel and a non-exclusive TwinModel® with identical body shape and identical dimensions. A non-exclusive ShapeModel can optionally be added as an add-on.

1.2 The BaseModel and ShapeModel can be loaded by the Licensee as 3D data into a compatible 3D software and used e.g. for fashion simulation. The licensee can use the TwinModel® to create photorealistic visualizations.

2. Handover and installation

2.1 The ModelBundle is provided to licensee as a data set for download.

2.2 The installation/implementation of the ModelBundle is carried out by the licensee.

3. Payment

3.1 The licensee shall pay an annual rent for the provision of the ModelBundle in accordance with the offer at the agreed payment deadlines.

3.2 All fees are exclusive of the statutory value added tax.

4. Granting of rights of use

4.1 For the duration of this license agreement, licensee shall be granted the geographically unrestricted, simple, non-transferable right to use the ModelBundle and any add-ons within its own company and within all companies in which it holds a majority interest, i.e., more than 50% of the shares (hereinafter: "Brand License"). In particular, the Licensee may copy the BaseModel and the optional ShapeModel to an unlimited number of computers owned or controlled by it. The licensee is not entitled to make any changes or adaptations to BaseModel, TwinModel®, or ShapeModel as well as the provided add-ons. The data may only be used in the form provided in order to visualize clothing and accessories of the licensee and to produce renderings, or images with the models provided.

4.2 If licensee wishes to use the ModelBundle for third parties, i.e., companies in which it does not hold a majority interest, such as external service providers or suppliers, it shall require an additional license for each third party that wishes to use the ModelBundle. In this case, the licensee can acquire a so-called corporate license for each named third party. The corporate license entitles licensee to make the ModelBundle available to the named third party for exclusive use in the third party's company, whereby the rights of use are to be limited in accordance with this agreement vis-à-vis the third party and the third party is to be obligated to maintain confidentiality to the same extent as licensee in this agreement. Licensee shall be liable to licensor for any and all violations of the rights of use as well as the confidentiality obligations that the third party undertakes.

4.3 The licensee is entitled to reproduce, distribute, and publicly reproduce visualizations of the ModelBundle, i.e., images of the BaseModel, the TwinModel®, and the optional ShapeModel, in particular to use it in catalogs, on websites, and in social media. The licensee agrees to handle the visualizations published by him with care and to refrain from publications containing visualizations of the ModelBundle with the following contents:

Contents that are punishable by law (especially incitement of the people, insult, slander, threat).
Content that is considered pornographic, vulgar, obscene, harassing, or otherwise objectionable.
Unobjective and untrue representations.
Unconstitutional, extremist, racist, or xenophobic content or content originating from banned groups.
Content that infringes the rights of third parties (in particular personal rights, copyrights, trademark rights, patent rights, or other rights of third parties).

4.4 Insofar as the Licensee is granted the right to use the Avatars on social media channels, this expressly does not include the authority to operate a social media channel under the respective name of the Avatar from the ModelBundle, i.e., to suggest to the users that the respective Avatar with the name (e.g., "Ava") operates this channel as a virtual influencer. This type of use is reserved for VERCE alone.

4.5 The right to edit the ModelBundle is limited for the rental period of the brand license to maintaining or restoring the agreed functionality of the ModelBundle. Any editing/conversion of the 3D data and modification of the topology as well as of shape/appearance via software such as ZBrush, Blender, Maya, Substance, Mari, etc., is excluded.

4.6 The licensee is not granted any further rights of use to the ModelBundle.

5. Infringements of property

5.1 The licensor shall indemnify the licensee at its own expense against all claims by third parties for infringements of property rights for which the licensor is responsible. The licensee shall inform the licensor without delay of any claims asserted by third parties. If the licensee does not inform the licensor immediately about the asserted claims, this right of indemnification shall expire.

5.2 In the event of an infringement of an intellectual property right, the licensor may—without prejudice to any claims for damages on the part of the licensee—at its own discretion and at its own expense with regard to the affected property:

a) After prior consultation with licensee, make modifications which, while safeguarding licensee's interests, ensure that there is no longer any infringement of an intellectual property right; or

b) Acquire the necessary rights of use for the licensee.

6. Term and termination

6.1 The ModelBundle shall initially be provided for a fixed term in accordance with the offer. The contract shall be automatically extended by a further year if it is not terminated beforehand. The agreement may be terminated in writing by either party with three months' notice to the end of the current contractual period. Other rights of termination granted in this agreement shall remain unaffected.

6.2 In the event of changes and/or extensions to the ModelBundle and any add-ons, the term of all licenses shall begin anew.

6.3 Termination for good cause shall remain unaffected. Good cause justifying termination exists in particular if the licensee infringes the licensor's rights of use by using the ModelBundle beyond the scope permitted under this agreement and fails to remedy the infringement within a reasonable period of time following a warning from the Licensor. The termination must be made in text form (letter, email).

6.4 After termination or other termination of the brand license, the licensee shall be obliged to completely delete the ShapeModel and TwinModel® received under the brand license, in particular to remove all installed copies from its computers and to destroy any backup copies that may have been created. He may continue to use visualizations that have already been created.

6.5 For the BaseModel, the licensor hereby grants to the licensee, also for the period after termination, the simple, temporally and spatially unrestricted, non-transferable right to use the BaseModel within its own company as well as within all companies in which it holds a majority interest (i.e., more than 50% of the shares). In particular, licensee may copy BaseModel to an unlimited number of computers owned or controlled by licensee. Furthermore, the licensee may also make the BaseModel available to external production sites or suppliers.

7. Liability for defects in quality and title

7.1 Technical data, specifications, and performance data in public statements, in particular in advertising material, are not quality data. The functionality of the ModelBundle is initially directed to the use of the software described in the offer and the supplementary agreements made in this regard. Apart from that, the ModelBundle must be suitable for the use presupposed under this Agreement and otherwise have a quality that is customary for 3D avatars of the same kind.

7.2 The licensor shall provide and maintain the ModelBundle in a condition suitable for the contractual use. The obligation to maintain does not include the adaptation of the ModelBundle to changed conditions of use and technical and functional developments, such as changes to the IT environment, in particular changes to the hardware, the operating system, or the 3D software of the Customer, adaptation to the functional scope of competing products, or establishing compatibility with new data formats.

7.3 Liability for damages regardless of fault for defects that were already present at the time of conclusion of the contract is excluded.

7.4 The licensee shall support the licensor in determining and eliminating the defect and shall immediately grant access to the documents from which the more detailed circumstances of the occurrence of the defect result.

8. Liability in other respects

8.1 The licensor shall be liable without limitation:

In case of malice, intent, or gross negligence.
For damages resulting from injury to life, body, or health.
In accordance with the provisions of the Product Liability Act.
To the extent of a guarantee assumed by the licensor.

8.2 In the event of a slightly negligent breach of a material contractual obligation (cardinal obligation), the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the customer may regularly rely, the liability of the licensor shall be limited to the amount of the damage that is foreseeable and typical in view of the nature of the transaction in question here.

8.3 The warranty liability for hidden initial defects is excluded. The licensor is not aware of any such defects.

8.4 There shall be no further liability of the licensor beyond that provided for in sections 8.1, 8.2, and 8.3.

8.5 The above limitations of liability shall also apply to the personal liability of the licensor's employees, representatives, vicarious agents, and bodies.

9. Others: severability clause, place of jurisdiction, contract language

9.1 Should individual provisions of this contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The Parties agree already now for this case that the invalid provision shall be replaced by a valid provision which comes as close as possible to the economic purpose of the invalid provision. The same shall apply to any loopholes in the agreement.

9.2 There are no ancillary agreements to this contract. Amendments and supplements to this contract must be made in writing. This formal requirement may only be waived by written agreement.

9.3 The law of the Federal Republic of Germany shall apply.

9.4 The exclusive place of jurisdiction for all legal disputes arising from or in connection with this contract shall be the contractor's registered office. However, the contractor shall also be entitled to bring an action at the client's general place of jurisdiction.

9.5 The language of the contract shall be English. If the parties use another language in addition, the English wording shall prevail in accordance with the agreement. Any existing translation of the agreement shall only serve the purpose of better understanding for foreign-language contracting parties and for interpretation purposes.

General Terms and Conditions for the Adaptation of a Standard ModelBundle by Add-Ons by the company verce GmbH

Status: July 2023

1. Subject matter of the contract

1.1 The subject matter of this agreement is the adaptation and provision of the Standard ModelBundle and any add-ons rented by the client with a separate agreement on the license terms.

1.2 Add-ons that extend the ModelBundle include the ShapeModel or adjustments in the PoseSet.

1.3 Customizations that affect the body of the avatars from the ModelBundle can be selected as Add-Ons in the "Custom" or "CustomPlus" variant.

Custom: In the custom variant, the circumference measurements of the body are adjusted and charged as a one-time cost. The adjustment of the circumference measurements must be within +/- 2 clothing sizes compared to the specified initial size.
CustomPlus: In the CustomPlus variant, circumference and length dimensions as well as the balance of the body can be customized, modified, and/or developed. In addition, the fittings and digital assets can be adapted, changed, and/or developed. The costs are invoiced once.

2. Services

2.1 The services are defined individually in the offer.

3. Project management

3.1 The parties shall name contact persons to each other who shall responsibly and expertly manage the performance of the contractual obligations for the party naming them.

4. Cooperation

4.1 The parties shall cooperate on the basis of trust. If one party recognizes that information and requirements, whether its own or those of the other party, are incorrect, incomplete, ambiguous, or impracticable, it shall immediately notify the other party of this and the consequences it recognizes.

4.2 The customer shall support the contractor in the performance of its contractually owed services. This shall include, in particular, the timely provision of information, of competent employees, of means of communication and connections as well as of hardware and software, to the extent required. The Customer shall perform such acts of cooperation at its own expense.

5. Acceptances

5.1 In the case of the Custom variant, documentation of the executed adjustment with a tolerance of +/-5mm shall take place and shall thus be deemed to be acceptance.

5.2 After completion of the CustomPlus adjustment, the Contractor shall provide and hand over the Work to the Client for final acceptance by indicating completion to the Client. After handover, the work will be accepted. The Client will accept the completed work within the agreed period, otherwise within a reasonable period, but no later than within a period of two weeks after handover. The period shall commence upon written notification by the Contractor to the Client that the Work has been completed. The Work shall be deemed accepted upon expiry of the agreed time limit for acceptance if the Customer neither declares acceptance in writing or by means of a written statement nor explains to the Contractor in writing which defects still need to be remedied. The Contractor shall point out this legal consequence to the Client when notifying the Client of the completion of the work.

6. Handover

6.1 The contractor shall make the results available to the client as a data set for download.

6.2 The installation/implementation of the customized ModelBundle and any customized add-ons shall be carried out by the client.

7. Remuneration

7.1 The remuneration for the services to be provided shall be made in accordance with the offer at the agreed payment deadlines. If services are agreed at fixed prices, increases and decreases in expenses shall not entitle either party to make an adjustment, unless otherwise stipulated in this contract.

7.2 All fees are exclusive of the statutory value added tax.

8. Granting of rights of use

8.1 The contractor shall grant the client non-exclusive rights of use to the ModelBundle adapted in accordance with this Agreement and any add-ons for the rental period and to the extent regulated in the separate license terms.

8.2 The customer shall not be granted any further rights of use to the ModelBundle.

9. Warranty and liability

9.1 The contractor warrants that the services to be provided are not defective as to quality, unless the defect is insignificant.

9.2 The following shall apply to the question of when a defect in the work performance exists: Insofar as the contractor provides an error bypass solution, the service provided shall not be deemed defective; in this context, the contractor shall also be entitled to make changes to the configuration of the data of the avatars or the software used if and insofar as the operability of the data or the software is not impaired individually or as a whole as a result.

9.3 Claims of the customer for subsequent performance due to defects in the performance to be rendered by the contractor shall exist in accordance with the following provisions:

The customer shall give the contractor the time and opportunity required for the subsequent performance owed, in particular to allow the contractor access to the performance complained of for inspection purposes.
The contractor shall be entitled to perform the subsequent improvement on the premises of the customer. The contractor shall also satisfy the obligation to rectify defects by providing updates with an automatic installation routine on a data carrier customary in the market or online via remote maintenance or as a download from a homepage and by offering the customer telephone support to solve any installation problems that may arise.
The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, and labor costs, shall be borne by the contractor if a defect actually exists.
The contractor may refuse subsequent performance as long as the customer has not yet paid the remuneration owed for the adjustment services in full and the customer has no justified interest in retaining the outstanding remuneration.
The contractor shall not be liable in cases where the customer has made changes to the services provided by the contractor, unless these changes were without influence on the occurrence of the defect.
The customer shall support the contractor in the determination and elimination of the defect and shall immediately grant access to the documents from which the more detailed circumstances of the occurrence of the defect result.
If an alleged defect cannot be attributed to a defect liability obligation of the contractor after appropriate investigation and the customer could have recognized this, the customer may be charged by the contractor with the expenses incurred for verification and elimination of the defect at the respective valid rates of remuneration.
The following shall apply to the claim for subsequent performance due to a defect in the work performed by the contractor: If the contractor is not in a position to remedy the defect or to make a defect-free subsequent delivery, the contractor shall show the customer ways of avoiding the defect. Insofar as these are reasonable for the customer, the defect avoidance options shall be deemed to be supplementary performance. Error workarounds are temporary bridges of an error or a malfunction in software, in particular without intervention in the source code.
If necessary, the user documentation shall also be adapted in the event of subsequent improvement.

9.4 The limitation period for claims due to defects shall be 12 months from acceptance of the respective performance. After the expiry of this year, the contractor may in particular also refuse subsequent performance without the customer being entitled to claims against the contractor for reduction, rescission, or damages as a result. This shortening of the limitation period shall not apply to claims for damages other than those due to refused subsequent performance and it shall generally not apply to claims in the event of fraudulent concealment of the defect.

9.5 The customer may only claim damages from the contractor:

For damages based on an intentional or grossly negligent breach of duty or on an intentional or grossly negligent breach of duty of one of the legal representatives, executive employees, or vicarious agents of the contractor, which are not essential contractual duties (cardinal duties) and are not primary or secondary duties in connection with defects of the services to be provided by the contractor.
For damages based on the intentional or negligent breach of material contractual obligations (cardinal obligations) by the contractor, one of the legal representatives, executive employees, or vicarious agents of the contractor. Material contractual obligations (cardinal obligations) within the meaning of the above provisions are obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer regularly relies.
Furthermore, for damages due to the negligent or intentional breach of obligations in connection with defects of the performance (supplementary performance or ancillary obligations).
For damages that fall within the scope of protection of a guarantee (assurance) expressly given by the contractor or a guarantee of quality or durability.

In the event of a breach of a material contractual obligation due to simple negligence, the amount of liability shall be limited to the damage typically to be expected and foreseeable for the contractor at the time of conclusion of the contract when exercising due diligence. Claims for damages by the customer in the event of a simple negligent breach of a material contractual obligation shall become statute-barred one year after the statutory commencement of the limitation period. Excluded from this are damages from injury to life, body, or health as well as damages in the case of fraudulent concealment of a defect.

Claims for damages against the contractor arising from statutory liability, for example under the Product Liability Act, as well as from injury to life, limb, or health shall remain unaffected by the above provisions of this § 10 and shall exist to the statutory extent within the statutory periods.

9.6 The customer may only withdraw from the contract due to a breach of duty that does not consist of a defect in the created ModelBundle and any add-ons if the contractor is responsible for this breach of duty. Claims for defects shall not exist in the case of an insignificant deviation from the agreed or assumed quality or in the case of only insignificant impairment of the usability.

9.7 If the customer withdraws from the contract due to a breach of an obligation relating to a delimitable service which can be provided independently of other services to be provided, taking into account the justified interests of the customer, the other services shall not be affected by this withdrawal.

10. Others: severability clause, place of jurisdiction, contract language

10.1 Should individual provisions of this contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The Parties agree already now for this case that the invalid provision shall be replaced by a valid provision which comes as close as possible to the economic purpose of the invalid provision. The same shall apply to any loopholes in the agreement.

10.2 There are no ancillary agreements to this contract. Amendments and supplements to this contract must be made in writing. This formal requirement may only be waived by written agreement.

10.3 The law of the Federal Republic of Germany shall apply.

10.4 The exclusive place of jurisdiction for all legal disputes arising from or in connection with this contract shall be the contractor's registered office. However, the contractor shall also be entitled to bring an action at the client's general place of jurisdiction.

10.5 The language of the contract shall be English. If the parties use another language in addition, the English wording shall prevail in accordance with the agreement. Any existing translation of the agreement shall only serve the purpose of better understanding for foreign-language contracting parties and for interpretation purposes.

Software License Terms

Status: July 2023

The following Software License Terms (“Terms”) apply to Offers and other Contracts for Style3D software and services. In addition to these terms, further provisions apply to the respective software and services, which are communicated and must be accepted at the moment of the conclusion of the contract and displayed during the installation process. Licensee is obligated to communicate the terms also to its employees and is obligated to ensure that the user of the system complies with these Software License Terms and additional terms. In the event these Software License Terms and further provisions stipulate different provisions regarding the same subject matter, the provisions of these Software License Terms shall prevail, unless an individual agreement exists.

Article 1 Scope of the Terms and subject matter

1.1 The Terms govern the use of the Style3D software license and services (if applicable) purchased by the Licensee.

1.2 The Style3D software comprises “Style3D Cloud ”, “Style3D Studio”,“Style3D Fabric”, and other Style3D software products (the URL link is: www.style3d.com, studio.style3d.com, fabric.style3d.com, hereinafter referred to as "the System").

1.3 Licensor and Licensee are also referred as “contracting parties” or “parties”.

Article 2 Delivery/Installation of the System

2.1 After purchasing a license, Licensor shall open an account according to the account information registered by the Licensee in the System. Licensee must accept the Terms of Service (https://studio.style3d.com/term/service; https://fabric.style3d.com/term/service) in the process of first registration which are attached as Annex 1 and shall be an integral part of these Terms.

2.2 Licensee can log in with his/her account information to the above mentioned websites, listed in art. 1.2, use the System, download the installation package of the System, install and log in to use as prompted.

Article 3 Software usage conventions

3.1 Licensee shall have the non-exclusive, non-transferable right to use the System and the corresponding relevant services within the term of the purchased license specified in the contract/offer letter.

3.2 Licensee shall legally use the System, and shall not use the System to infringe or violate the laws and rules applying to the contract and the usage of the System, and shall not violate the purpose of the contract and these terms. Otherwise Licensor shall have the right to unilaterally terminate Licensee’s license to the System. Licensor is not obliged to refund the fees paid by Licensee in case of an extraordinary termination of the contract for good cause. Licensor’s liability is based on Article 9.

3.3 Without the prior written authorization (the electronical form is possible) of Licensor, Licensee shall not transfer, grant or allow the use of the System and the corresponding account to a third party by any paid or free means. Otherwise, Licensee shall be deemed to have seriously breached the contract, and Licensor shall have the right to terminate Licensee's using of the System and is not obliged to refund the fees already paid by Licensee. Licensee shall compensate Licensor for all losses and damages caused. Licensor’s liability is based on Article 9.

3.4 Licensee agrees that Licensor reserves the right to adjust the service address, technology or function upgrade, data parameters and usage of the System. Licensee is aware that the aforementioned adjustment may cause the System to be temporarily unable to be used normally. If Licensee is unable to use the System as a result, Licensor shall make up the corresponding time based on the original license term, if Licensee has previously notified Licensor in writing (the electronical form is possible) without undue delay of the existence and duration of the temporarily impossibility of use due to adjustment. In this case this shall be the only and exclusive right of the Licensee. Any other rights, i.e. damages or claims based on these circumstances shall be excluded.

3.5 The System can be installed, used, displayed and run on a single or multiple computer, terminals or workstations. The System will typically run on one or more servers and multiple client computers. The System can not be used on two or more devices at the same time.

Article 4 Intellectual Property

4.1 The System and the copyright, patents, trade secrets and other intellectual property rights and the application right and relevant lawful rights and interests (hereinafter referred to as "intellectual property") of the System source code, object code, any information, data and documents that the System contains shall all belong to Licensor, and Licensee shall only use the System in accordance with these Terms. Without the prior written (the electronical form is possible) consent of Licensor, Licensee shall not license, authorize or transfer the intellectual property rights related to the System to any third party. Without the prior written (the electronical form is possible) consent of Licensor, Licensee shall not translate, decompose, modify, disassemble, reverse engineer or otherwise attempt to export the program source code from the System in whole or in part; Or copy, imitate, arbitrarily develop, upgrade, tamper with the System without authorization; Or write or develop derivative software, derivative products or other software on the basis of the System unless otherwise provided in Article 5. Licensee shall not perform any act that may cause infringement of the intellectual property rights of the System.

4.2 If Licensee discovers that any third party infringes or may infringe upon Licensor’s intellectual property rights, he/her shall immediately notify Licensor in writing (the electronical form is possible) and assist Licensor to stop such third party infringements in a timely manner, obtain relevant evidence and claim for compensation for infringement.

4.3 Intellectual property rights of all contents generated by Licensee using the system, including but not limited to text, pictures, videos, design drawings, 3D animation and other digital assets, shall belong to Licensee.

4.4 The Licensor shall be entitled to state the Licensee’s brand name and company (including the company address, where applicable) and company logo on its website under the heading Customers/References as well as in connection with the presentation of the service portfolio, e.g. in PowerPoint presentations and demonstrations and in press reports, to refer to the joint economic relationship.

4.5 The Licensor assures that it shall use the Licensee’s brand name, company name and company logo exclusively for the purposes stated in the preceding paragraph. Use extending beyond this is excluded.

Article 5 Rights and Obligations of Licensee

5.1 Decompilation without prior written (the electronical form is possible) consent by the Licensor is excluded if it is not intended to duplicate the code or to translate the code form in order to obtain the information necessary to establish the interoperability of an independently created computer program with other programs. Additional requirements apply in this case:

5.1.1 the acts are performed by the Licensee or by another person authorized to use a copy of the program or on his behalf by a person authorized to do so;

5.1.2 the information necessary for establishing interoperability has not yet been made readily available to the persons referred to in point 5.1.1;

5.1.3 the actions are limited to the parts of the original program necessary to establish interoperability.

5.2 The editing of the System may only take place if it is necessary for the intended use of the System including the correction of errors.

5.3 Any reproduction of the System may only be done if it is necessary for the intended use of the System including the correction of errors.

5.4 Licensee may make a backup copy if it is necessary for future use of the System. The backup copies must, where technically possible, contain the copyright notice of the original data carrier. Copyright notices may not be deleted, amended or suppressed. The backup copies may be used solely for archival purposes only, and may not be handed over or made accessible to third parties.

5.5 Licensee is prohibited from transferring to third parties the program copy of the System surrendered to him/her or from selling, lending, renting out or otherwise sub-licensing the System, publicly reproducing the System or making it available to third parties in any other way. If the System is found to be used by a user who is not entitled to use the license account, Licensor reserves the right to terminate the contract with Licensee and as consequence suspend or withdraw the license account, provided that Licensee fails to correct the situation after seven days after Licensee was notified by Licensor.

5.6 Licensee undertakes to take suitable precautions to prevent unauthorized access by third parties to the System. Insofar as original data carriers and backup copies are supplied, they shall be kept in a place secured against unauthorized access by third parties. The Licensee’s employees shall be expressly instructed to comply with these provisions. Licensee must notify Licensor immediately of any unauthorized use of the System.

5.7 Unless otherwise provided in Article 5.1 - Article 5.4 the Reverse engineering, assembling, compiling or attempting to decipher or export the source code of the System through the Licensee is prohibited without the prior written (the electronical form is possible) consent of the Licensor.

5.8 The removal of a copy protection or similar protection routines is generally not permitted. Licensee may only remove the copy protection or the protection routine if this protective mechanism impairs or prevents the trouble-free use of the System. The burden of proof for the impairment or prevention of trouble-free usability by the protection mechanism lies with the Licensee.

5.9 Licensee shall not use the System to publish, transmit, distribute, or store content that infringes on the intellectual property rights, trade secrets, or other legitimate rights and interests of Licensor.

5.10 Licensee shall not publish, transmit, distribute, or store content that violates any national law or endangers national security, unity, social stability, public order or morality, or any inappropriate, insulting or defamatory, obscene, violent, discriminatory and any content that violates any national laws, regulations, policies, or any religious beliefs.

5.11 Licensee shall not execute any behavior that jeopardizes cybersecurity, including but not limited to: using unauthorized data or accessing unauthorized servers/accounts; accessing a public network or another person's computer system without permission and deleting, modifying, or adding stored information; attempting to probe, scan, or test the vulnerabilities of the System or Website without permission, or otherwise committing acts that undermine cybersecurity; attempting to interfere with or disrupt the normal operation of the System or Website, intentionally spreading malicious programs or viruses, and other acts that disrupt and interfere with normal network information services; or forging TCP/IP packet names or partial names;

5.12 Licensee shall not log in or use the System via any third-party software or system that is not developed, approved, or licensed by Licensor, or via any plug-in or add-on software that is not developed, approved, or licensed by Licensor.

Article 6 Rights and Obligations of Licensor

6.1 Licensor shall explain the functions of the System to Licensee in the way of online training or online Q&A.

6.2 Licensor shall, upon receipt of all materials and necessary information provided by Licensee and after payment as provided in the offer letter/contract, open the System account within three working days, so that the Licensee can perform the download and installation of the System. After the account is opened, Licensor shall provide service consultant for Licensee to introduce the use of the System.

6.3 Licensor provides Licensee with appropriate servers for the use of the System, with an availability of 96% on an annual average.

6.4 Licensor undertakes that if Licensee ceases to use the System, Licensor will keep the System data confidential to a third party as defined in Article 8.

6.5 Licensor undertakes to provide after-sales service and routine maintenance of the System to Licensee in accordance with the contract/offer letter and with these Terms.

6.6 Licensor is not obliged to notify Licensee of any overdue payment. If Licensee fails to pay for more than 10 days following the due date, Licensor has the right to unilaterally suspend the performance of the contract.

6.7 In the case that the Licensee fails to pay for more than 60 days following the due date, the Licensor has the right to immediately terminate the contract without notice.

Article 7 Warranty for defects

7.1 The System provided by the Licensor essentially corresponds to the contract/offer letter. Claims for defects shall not exist in the event of an insignificant impairment of the usability of the System.

7.2 The warranty of the Licensor shall be directed to the maintenance of the contractually agreed condition of the System during the term of the contract as well as to the fact that the contractual use of the System is not opposed by any rights of third parties. Defects of the System shall be remedied by the Licensor within a reasonable period of time after the Licensee has notified the Licensor of the defect. The defect shall be remedied at the Licensor's discretion either by rectification of the defect free of charge or by replacement delivery. The rectification may also be carried out by providing updates for download as well as by telephone support or support via remote access.

7.3 For the purpose of testing and remedying defects, Licensee shall permit Licensor to access the System by means of telecommunications. The Licensee shall establish the connections required for this purpose in accordance with the Licensor's instructions.

7.4 Licensee may not enforce a reduction in payment by deduction from the agreed payment. Corresponding claims for enrichment or damages shall remain unaffected.

7.5 The right to extraordinary termination of the contract without notice by the Licensee due to failure to grant use in due time is excluded, unless the repair or replacement delivery is deemed to have failed.

Article 8 Confidentiality obligation

8.1 Without the written (the electronical form is possible) consent of the other party, one party shall not disclose the contents of the Confidential Information of the other party known or obtained to any third party in any form, nor shall it use the Confidential Information for purposes other than those expressly agreed herein. This Article shall remain in effect regardless of whether the contract is effectively performed or modified, rescinded, terminated, revoked, invalidated, etc. The confidentiality obligation shall apply for the duration of the contract between the parties and shall continue to apply after the end of the contract until the expiry of five years.

8.2 “Confidential Information” means certain of the information, which is furnished to the Receiving Party, developed by Receiving Party, or otherwise accessed by Receiving Party, whether before or after the conclusion of a contract (including, without limitation, financial information; sales data; technical data; technology know-how and systems; designs and product information; marketing strategies and plans; business relationships and methods of transacting business; store information; and customer information). An information will be confidential, whether so designated explicitly by the Disclosing Party, because of the manner in which it is treated by the Disclosing Party or because of mutual understanding between Licensor and Licensee. Such information may be in written or electronic form or may come to Receiving Party through discussions with representatives of the Disclosing Party or through Receiving Party’s observation or inspection of the disclosing party’s property and will be referred to herein as “Confidential Information”.

8.3 Confidential Information shall not include information that: (a) was available to Receiving Party on a non-confidential basis prior to it being furnished to Receiving Party by the Disclosing Party; (b) is or becomes available to the public through no act or failure to act or failure on Receiving Party’s part; or (c) becomes available to Receiving Party on a non-confidential basis from a source other than the Disclosing Party (provided that such source is not known to Receiving Party to be bound by an obligation of confidentiality to the Disclosing Party in respect of such information).

8.4 The obligation of confidentiality and non-use shall not apply to information: (a) which at the time of disclosure hereunder is, or later becomes, part of the public domain; (b) which Receiving Party can prove to have been in possession of at the time of disclosure -with the exception of commercial terms and conditions-, or has been made available from a third party with the right to disclose it; (c) which Receiving Party can prove to have developed independently of, and without reliance upon, Information of Disclosing Party; and (d) which Receiving Party is required to disclose subject to applicable law, regulation or judicial/administrative order, provided that Disclosing Party is given prompt notice and sufficient opportunity to seek confidential treatment of such disclosure.

Article 9 Limitation of Liability

9.1 Licensee and Licensor shall properly exercise their rights and perform their obligations to ensure the successful execution of the contract. If either party fails to fully and promptly perform its obligations, it shall be liable for breach of contract, and if it causes losses to the other party, it shall compensate the other party for its actual losses.

9.2 The Licensor shall be liable only in accordance with the following provisions:

9.2.1 Licensor’s liability is limited to damages reasonably foreseeable.

9.2.2 Licensor shall not be liable for the failure to attain any intended or expected results in conjunction with the use of the computer system that are not part of the contract between the parties, or for direct or consequential damages, or for any lost profits or expected savings.

9.2.3 Licensor shall not be liable for any defects arising from errors in customer information, documentation or materials, or those provided by a third party if they are not part of the contract between the parties.

9.2.4 Licensor shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken.

9.2.5 The liability limitations specified in Paragraphs 9.2.1 – 9.2.4 do not apply to defects caused by intent, gross negligence or willful breach of obligations on the part of Licensor or its legal representatives or other assistants, or in cases where Licensor hasguaranteed the existence of a specific feature. In such cases, Licensor assumes unlimited liability for all resulting damages. In addition, said limitations do not apply to cases of personal injury or death, if these are due to intent or negligence on the part of Licensor or its legal representatives or other assistants.

9.2.6 If an obligation has been breached which is critical to the contract partner (a so-called “cardinal obligation”), Licensor shall also be liable for minor negligence, also for minor negligence of its legal representatives and other assistants. In such a case, the liability limitation is as defined above in Article 9.2.1.

9.2.7 Mandatory Liabilities specified in applicable product liability law remain unaffected.

9.2.8 The liability of the Licensor is excluded for the following defects: for defects of the system that exist at the time of conclusion of the contract, for defects that arise later due to a circumstance for which the Licensor is responsible, if the Licensor is in default with the elimination of a defect, unless the liability of Article 9.2.5 is applicable. Article 10 Third-Party Software In the event of use of third-party software, reference is made to the third party link (https://www.linctex.com/oss). If third party software is used, its licensing conditions must be observed and compliance ensured.

Article 11 Governing law and dispute resolution

11.1 These Terms shall be governed by and construed in accordance with the laws of Hong Kong, (China) excluding that body of law pertaining to conflict of laws.

11.2 The parties hereto agree to submit to Hong Kong International Arbitration Centre?HKIAC?for arbitration which shall be conducted in accordance with the HKIAC's arbitration rules in effect at the time of applying for arbitration with respect to the breach or interpretation of the contract about the System between the parties or the enforcement of any and all rights, duties, liabilities, obligations, powers, and other relations between the parties arising under the contract about the System. The arbitral award is final and binding upon both parties, excluding ordinary courts of law. The language of arbitration is English.

Article 12 Force Majeure

Both parties shall not be liable for any factors beyond the control of the parties what especially include any interruption of the performance of the contract due to any public service factors or the third person factors such as telecom department maintenance; the failure of electricity supply; the failure of communication network; national policy adjustment; computer viruses, events or behavior that endanger the safety of network such as network intrusion and attack damage (including but not limited to DDoS), or conventional or emergency equipment and the System maintenance, equipment and the System failures, network information and data security factors which are external, has no operational connection, and are not preventable even by the exercise of the utmost reasonable care; natural disasters, strikes, riots, war; government behavior, the judicial administrative command and other force majeure factors. The foregoing also applies if such occur at Licensor suppliers or its suppliers’ suppliers. In such circumstances, Licensor shall be permitted to extend the delivery time for the duration of the hindrance, including a reasonable ramp-up time, or with respect to the unfulfilled delivery component in question, to withdraw from the contract completely or partially.

Article 13 Miscellaneous

13.1 Amendments to or supplementary information regarding these Terms and Conditions are subject to the written form in order to be deemed effective.

13.2 In the event that the terms and conditions of this document, or terms and conditions included herein in the future, are fully or partially invalid and/or unenforceable and/or subsequently lose their legal validity and/or enforceability, this shall not affect the validity of the remaining terms and conditions. The same applies if it should become evident that the contract or these provisions contain an omission. The contracting parties shall endeavor to agree on an appropriate provision in place of the invalid and/or unenforceable provisions or to fill the omissions which, as far as legally possible, comes as close as possible to what the contracting parties would have intended had they considered the point when concluding the contract or when subsequently including a term or condition.

13.3 The contracting parties are aware that the System may be subject to export and import restrictions.

13.4 The set-off as well as the assertion of a right of retention by the Licensee shall only be permissible by way of undisputed and/or legally established claims unless such claims arise from the mutual rights and obligations of the contract concluded by the parties.

13.5 The Terms may be updated (except for the main performance obligations) by Licensor at any time if there are changes in legislation, changes in case law or changes in market conditions. Licensee will be notified of any updates 14 days in advance with an announcement on the website of the System. The updated terms shall supersede all previous versions of the Software License Terms and shall be effective upon announcement and acceptance by Licensee. Licensee may download and install the System again or review the latest version of the Software License Terms on Licensor’s website. If Licensee does not accept the updated terms, the usage of the System must be stopped. After a respective notice the continued use of the System herein will be deemed confirmation that Licensee has accepted the updated Terms, if Licensee does not disagree within 14 days after announcement of the updated terms.

Style3D Terms of Services

Status: July 2023

Welcome to Style3D!
Thank you for choosing Style3D Studio!

Style3D is composed by four companies:

Linctex, located at Havenlaan 86 C bus 204 1000 Brussel.
Linctex Technology Co. Limited, located at Rm 707 Fortress Tower 250 King’s Rd North Point Hong Kong.
Linctex Digital Inc, located at 90 State street, Suite 700, OFFICE 40, ALBANY, NY 12207.
Zhejiang Lingdi Digital Technology Co. Ltd, located at 3rd Floor, Building A, Sanshen International Center, 99 Shuanglong Street, Xihu District, Hangzhou, China.

Important Reminders:

You are hereby reminded to carefully read and fully understand the Terms of Service (hereinafter referred to "Terms", Link: https://studio.style3d.com/term/service) of Style3D Studio (hereinafter referred to or “Software” or “Product”) before using the Software. The Terms set forth the rights and obligations of you and Style3D in connection with the software installation, license and use. "You" herein refers to any individuals and/or organizations that have been given access to or purchased a license account for Software. If you are a natural person under 18 years old, you shall read the Terms with a legal guardian. You shall carefully read and fully understand all articles and conditions of the Terms. Here Style3D remind you to the most important terms.
You may "agree to" the Terms by:

(1) concluding a contract about the Software with Style3D;
(2) clicking on the relevant button;
(3) confirming in writing by email, fax, or timely letter.

As consequence the Terms will become effective and legally binding. For the avoidance of doubt, if you set up an account, use or download our Software, or click the relevant button on behalf of an entity or an organization, you represent and warrant that you are authorized to act on behalf of such entity or organization, in which case “you” will refer to that entity or organization. The Terms may be updated by Style3D at any time. You will be notified of any updates seven (7) days in advance with an announcement on the website of the Software. The updated Terms shall supersede all previous versions of the Terms of Service and shall be effective upon announcement and your acceptance. You may download and install the Software again or review the latest version of the Terms on our website. If you do not accept the updated terms, please stop using the Software provided by Style3D. After a respective notice your continued use of the Software and Services herein will be deemed confirmation that you have accepted the updated Terms.
In the event of use of third-party software, reference is made to the third party link (the URL link: https://www.linctex.com/oss). If third party software is used, its licensing conditions must be observed and compliance ensured.

1. Manner and method of use of the Software

1.1 You may install, use, display, and run the Software on a single or multiple computer, terminals, or workstations. The Software will typically run on one or more servers and multiple client computers. Style3D provides the foregoing installation options to you as agreed. The Software can not be used on two or more devices at the same time.

1.2 The right to use the Software License Account belongs to the contractual party of Style3D only and is prohibited from being given, borrowed, rented, transferred, or sold to any third party. If the Software is found to be used by a user who is not the initial registrant of the license account, Style3D reserves the right to terminate the contract and as consequence suspend or withdraw the license account, provided that you fail to correct the situation after seven days after you were notified by Style3D.

2. Your obligations

2.1 You shall safekeep the Software taking precautions to prevent unauthorized access by third parties to the Software. Your employees shall be expressly instructed to comply with this provision. You must notify Style3D immediately of any unauthorized use of the Software.

2.2 You must use the Software in compliance with laws and the agreed Terms and Conditions.

2.3 Actions that you are not entitled to perform include, but are not limited to:

2.3.1 Logging in or using the Software via any third-party software or system that is not developed, approved, or licensed by Style3D, or via any plug-in or add-on software that is not developed, approved, or licensed by Style3D;

2.3.2 The removal of a copy protection or similar protection routines is generally not permitted. You may only remove the copy protection or the protection routine if this protective mechanism impairs or prevents the trouble-free use of the Software. The burden of proof for the impairment or prevention of trouble-free usability by the protection mechanism lies with you.

2.3.3 Reverse engineering, assembling, and compiling, or attempting to decipher or export the source code of the Software, unless otherwise provided in the following:

2.3.3.1 Decompilation without prior written (the electronical form is possible) consent by Style3D is excluded if it is not intended to duplicate the code or to translate the code form in order to obtain the information necessary to establish the interoperability of an independently created computer program with other programs. Additional requirements apply in this case:

a. the acts are performed by you or by another person authorized to use a copy of the program or on his behalf by a person authorized to do so;
b. the information necessary for establishing interoperability has not yet been made readily available to the persons referred to in point 2.3.3.1 a;
c. the actions are limited to the parts of the original program necessary to establish interoperability.

2.3.3.2 The editing of the Software may only take place if it is necessary for the intended use of the Software including the correction of errors.

2.3.3.3 Any reproduction of the Software may only be done if it is necessary for the intended use of the Software including the correction of errors.

2.3.4 Using the Software to publish, transmit, distribute, or store content that violates any national law or endangers national security, unity, social stability, public order or morality, or any inappropriate, insulting or defamatory, obscene, violent, discriminatory and any content that violates any national laws, regulations, policies, or any religious beliefs;

2.3.5 Using the Software to publish, transmit, distribute, or store content that infringes on the intellectual property rights, trade secrets, or other legitimate rights and interests of Style3D;

2.3.6 Any behavior that jeopardizes cybersecurity, including but not limited to: using unauthorized data or accessing unauthorized servers/accounts; accessing a public network or another person's computer system without permission and deleting, modifying, or adding stored information; attempting to probe, scan, or test the vulnerabilities of the Software System or Website without permission, or otherwise committing acts that undermine cybersecurity; attempting to interfere with or disrupt the normal operation of the Software System or Website, intentionally spreading malicious programs or viruses, and other acts that disrupt and interfere with normal network information services; or forging TCP/IP packet names or partial names;

2.4 The editing of the Software may only take place if it is necessary for the intended use of the Software including the correction of errors.

2.5 Any reproduction of the Software may only be done if it is necessary for the intended use of the Software including the correction of errors.

2.6 You may make a backup copy if it is necessary for future use of the Software. The backup copies must, where technically possible, contain the copyright notice of the original data carrier. Copyright notices may not be deleted, amended or suppressed. The backup copies may be used solely for archival purposes only, and may not be handed over or made accessible to third parties.

3. Replacement, modification, and upgrades of the Software

Style3D reserves the right to adjust the service address, technology or function upgrade, data parameters and usage of the Software.

4. Miscellaneous

4.1 If any provision whatsoever of these Terms shall become invalid or unenforceable, this shall have no impact on the validity or enforceability of other provisions of these Terms.

4.2 The interpretation, validity, and dispute resolution of these terms shall be governed by and construed in accordance with the laws of the Hong Kong (China). If any dispute arises between you and Style3D relating to these Terms, it shall first be resolved through friendly negotiation. Where the negotiation fails, you hereby agree to submit the dispute to Hong Kong International Arbitration Centre ?HKIAC?for arbitration which shall be conducted in accordance with the HKIAC's arbitration rules in effect at the time.

Assyst GmbH
Max-Planck-Str. 3
85609 Aschheim-Dornach
Germany
T: +49 (0) 89 90505 0
F: +49 (0) 89 90505 271
contact@assyst.de
www.assyst.de

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