AIDERA General Terms

1.1 The object of these AIDERA General Terms is the granting of use to the AIDERA offering by way of a Software-as-a-Service (hereinafter "AIDERA SaaS Offering"), including any ancillary services, against payment of certain fees (as agreed in in the Service Order) and limited to agreed.

1.2 The Service Order Form, these AIDERA General Terms and the Data Processing Agreement shall together be referred to as the "Agreement".

1.3 The content of the Agreement shall be governed by the following documents, whereby the higher-ranking document and, in the case of documents of equal ranking, the more recent document shall be decisive:

1.4 The Agreement is a grant-of-use agreement (Gebrauchsüberlassungsvertrag) that applies to all services, including future services, provided by AIDERA in connection with the provision of the AIDERA SaaS Offering, the operation of portals, interfaces and internet services as well as related support services to the Customer (hereinafter "Service").

1.5 Conflicting or additional contractual conditions of the Customer shall only apply if AIDERA expressly confirms them in writing.

1.6 The Agreement represents the sole agreement between AIDERA and the Customer with regard to the provision of Services. Any other agreements concluded in writing or verbally in relation to the subject matter of the Agreement shall lose their validity upon the Agreement coming into force. Verbal collateral agreements do not exist.

1.7 Capitalized terms used but not defined in these AIDERA General Terms have the meaning given in the applicable Service Order.

2.1 AIDERA is providing its Services under the Agreement exclusively to business customers (Unternehmer) within the meaning of § 14 German Civil Code. AIDERA may therefore demand that the Customer provides sufficient proof of his entrepreneurial status before concluding the Agreement, e.g. by providing his VAT ID number or other suitable evidence. The Customer shall provide the data required for the proof completely and truthfully.

2.2 When placing the order, the Customer shall provide AIDERA with all information that AIDERA reasonably requires in order to provide the Services correctly and completely. The Customer shall inform AIDERA immediately of any relevant changes.

3.1 AIDERA and its licensors shall be the sole and exclusive owner of all right, title and interest in and to the AIDERA SaaS Offering, including any information, data or statistics derived from the provision of the AIDERA SaaS Offering to Customer and intellectual property rights therein and thereto ("AIDERA Technology"). All rights in the Service not expressly granted to the Customer hereunder are reserved to AIDERA and its licensors. There are no implied rights.

3.2 The AIDERA SaaS Offering may contain third party technology (including open source software) ("Separately Licensed Third Party Software"), which is licensed under separate license terms ("Separate Terms"). As far as the Separate Terms supersede the Agreement, such Separate Terms shall govern the Customer's use of that Separately Licensed Third Party Software. Separately Licensed Third Party Software and the corresponding Separate Terms are made available to the Customer upon request.

3.3 AIDERA provides its Customers with the AIDERA SaaS Offering by way of Software-as-a-Service. The Customer shall have access to the AIDERA SaaS Offering via internet using the latest version of the Chrome, Firefox, Edge or Safari Internet Browser.

3.4 Subject to the provisions of the Agreement and subject to full payment of the Service Fee, AIDERA grants to Customer the worldwide, non-exclusive, non-transferable and non-sublicensable right to access and use the AIDERA SaaS Offering in accordance with the scope agreed in the Service Order (hereinafter "SaaS License").

3.5 The Customer is not entitled to create permanent or temporary copies or reproductions of the AIDERA SaaS Offering, to make modifications or other alterations to the AIDERA SaaS Offering, to distribute it in modified or unmodified form, e.g. as white label software, for commercial or non-commercial purposes or to make it publicly accessible, to decompile or reverse-engineer the AIDERA SaaS Offering or otherwise determine the mode of operation of the AIDERA SaaS Offering.

3.6 The Customer is prohibited from removing notices and information relating to copyrights, trademark rights, patent rights and other intellectual property rights of the AIDERA SaaS Offering or Services.

3.7 The Customer grants AIDERA a non-exclusive, worldwide, royalty-free license to use Customer Data (as defined below) to enable AIDERA to provide the Service and as otherwise agreed. To clarify, AIDERA does not acquire any ownership rights in Customer Data.

3.8 Any customization of the AIDERA SaaS Offering or other content created by AIDERA prior to or during the provision of the Services shall remain exclusive property of AIDERA also after termination of the Agreement.

3.9 The Customer may provide suggestions, comments or other feedback (collectively, "Feedback") to AIDERA with respect to the Service. Feedback is voluntary and AIDERA is not required to hold it in confidence. AIDERA may use Feedback for any purpose without obligation of any kind. AIDERA may use any skills, knowledge, experience, technical information, inventions, ideas or techniques of whatever nature utilized or gained by AIDERA in the course of the term of the Agreement (collectively, "Know-How") for its own benefit or the benefit of third parties. As far as such Feedback and/or Know-How contains any intellectual property rights of the Customer, the Customer grants AIDERA a non-exclusive, irrevocable, perpetual, transferable, worldwide, royalty-free license to use such Feedback and/or Know-How for its own benefit, including enhancement of the Service.

4.1 AIDERA makes the AIDERA SaaS Offering available to the Customer for access via an internet browser on a multi-client-capable system (hereinafter "Server"), subject to the functionality and availability specified below. The AIDERA SaaS Offering is made accessible at the router exit of the data center in which the hosting provider is located. The Customer is responsible for the internet connection between the location and the data center and for any required hardware and software (e.g. PC, internet connection).

4.2 AIDERA provides the AIDERA SaaS Offering "as is". Permitted conditions of use and scope of use are set out in the Service Order. AIDERA shall maintain the AIDERA SaaS Offering in a condition suitable for the agreed contractual use.

4.3 The availability of the Services is 98 % on an annual average. The regular maintenance windows between 0:00 a.m. and 4:00 a.m. Central European Time shall not be included in the calculation of availability. The calculation of availability also does not include periods in which the Services are not available due to circumstances for which the Customer is responsible, in particular, due to a breach of duty pursuant to Section 5. Operational disruptions that are not within AIDERA's sphere of influence (e.g. disruptions due to force majeure or uninvolved third parties) shall also not be included in the calculation of the availability periods.

4.4 The AIDERA SaaS Offering and its mode of operation are continuously analyzed, optimized and further developed and extended by additional features and modules. As far as possible, AIDERA shall provide the Customer with the latest version of the AIDERA SaaS Offering, whereas certain product updates shall only be provided for charge.

4.5 In addition, AIDERA, in its reasonable good faith judgement, is free to add functions to the Service, in particular to the AIDERA SaaS Offering, at any time or to remove functions that are no longer useful (i.e. AIDERA determines that an unusual low total number of customers make use of the respective function, feature or part, (i) such number Customers is disproportionate to the costs and efforts occurring from the provision of the respective function, feature or part to Customer; and (ii) such function, feature or part does not form an essential part of the product for the performance of the fundamental contractual obligations), as well as to make necessary adjustments due to changes in the law or AIDERA's third-party relationships, technical developments or for reasons of IT security, in each of these cases taking into account the interests of the Customer and informing the Customer reasonably in advance.

4.6 AIDERA is not responsible for adapting the AIDERA SaaS Offering to the IT environment of the Customer, if not expressly agreed in the Service Order.

4.7 AIDERA shall provide the Customer with access to a master account, including user ID and password (hereinafter "Master Account"). The Master Account provides features, that might be amended by AIDERA from time to time, such as account management tools, dashboards, statistical analysis and customized functionalities. After handing over from AIDERA, the Customer shall immediately change the password in a way that only authorized users know their IDs and passwords. AIDERA is entitled to change the access data at any time with reasonable notice.

5.1 If the provision of Services by AIDERA requires cooperation in the sphere of the Customer, the Customer shall support AIDERA by taking all necessary technical, organizational and other measures as reasonably requested by AIDERA. In particular, the Customer shall provide AIDERA with the necessary information and documents and grant AIDERA's employees access to information technology infrastructure in good time. AIDERA is not responsible for delays in the provision of Services by AIDERA which are due to the Customer's failure to cooperate or delayed cooperation.

5.2 The Customer shall keep his contact information up to date, correct and complete so that AIDERA can send notifications, statements and other information.

5.3 For the provision of the Services, Customer may upload or otherwise provide to the Customer Account data and materials (collectively, "Customer Data"). Customer Data may include, without limitation (i) customer and supplier data, invoice and payment data: (ii) contracts, orders, quotations and pricing; (iii) product catalog and bill-of-materials data, (iv) inventory, fulfillment, logistics and supply-chain data; (v) Enterprise Resource Planning (ERP) data; (vi) Customer Relationship Management (CRM) data; (vii) human resources and workforce scheduling data; (viii) marketing and analytics data; and (ix) technical data such as system configurations, integration parameters, logs, telemetry, usage and performance data and any other analytical data describing Customer's internal workflows and processes, whether structured or unstructured. Customer Data may have different forms such as files and documents, images, audio and video provided by Customer.

5.4 After termination of the Agreement, AIDERA shall delete any Customer Data and Scenarios.

5.5 The Customer shall bear sole responsibility for all Customer Data, in particular for ensuring that its contractual transmission to and use by AIDERA does not violate any applicable law, including the GDPR, intellectual property rights or other rights of third parties. Before sending Customer Data to the Server, the Customer shall check it for viruses and use state-of-the-art virus protection programs.

5.6 The Customer shall not use the Service improperly or allow it to be used improperly, in particular shall not use on the Server any illegal or immoral content and/or content that serves to incite hatred, incites criminal offenses or glorifies or trivializes violence, is sexually offensive or pornographic, is likely to seriously endanger the morals of children or young people or impair their well-being or may damage the reputation of AIDERA and shall not refer to such content.

5.7 The Customer shall take reasonable precautions to prevent unauthorized access to or use of the Service. The Customer is obliged to keep user IDs and passwords secret and not to make them accessible to unauthorized third parties. Compliance with these conditions shall be expressly enforced vis-à-vis authorized users on the Customer's side, in particular employees of the Customer. The Customer shall be liable for the misuse of user IDs and passwords.

5.8 The Customer shall inform AIDERA immediately as soon as he becomes aware of the infringement of an industrial property right or copyright to the AIDERA SaaS Offering or the Service or the disclosure of user IDs or passwords to unauthorized users.

5.9 The Customer shall ensure that all its employees authorized to use the AIDERA SaaS Offering have received sufficient training in the safe use of the AIDERA SaaS Offering and exercise the necessary care when using it.

6.1 AIDERA is entitled to temporarily or permanently block access to the Service after prior unsuccessful warning of the Customer if

6.2 When deciding on a blocking, AIDERA shall take appropriate account of the Customer's legitimate interests. AIDERA shall inform the Customer of the blocking without undue delay before the blocking comes into effect. This notification obligation shall not apply where such notification would/may violate any applicable laws or regulations.

6.3 The blocking shall continue until the circumstance justifying the blocking has been removed in an appropriate manner.

7.1 For the provision of the Services, the Customer shall pay to AIDERA the Service Fees agreed in accordance with the Service Order.

7.2 AIDERA may, in its sole discretion, modify recurring fees, unless otherwise expressly agreed in a Service Order, provided that (i) any increase may take effect only after the first twelve (12) months of the applicable contract term, (ii) AIDERA gives at least thirty (30) days' prior written notice, (iii) any single increase does not exceed eight percent (8%) of the then-current recurring fees and (iv) further increases may occur no more frequently than once every twelve (12) months. Customer's ordinary termination rights as agreed remain unaffected; any termination does not affect Customer's payment commitments already agreed or accrued.

7.3 AIDERA's claims are due and payable within ten (10) banking days after the invoice has been sent. The Customer is only permitted to offset and assert rights of retention against payment claims of AIDERA if the Customer's claims are undisputed or have become res judicata.

7.4 Upon default, statutory default interest applies and AIDERA may claim further damages.

7.5 All Service Fees are quoted and payable net of taxes, plus VAT and any other applicable taxes, duties, or levies, except taxes on AIDERA's income. Where reverse charge applies, the Customer shall provide its valid VAT ID and self-account for VAT. If any withholding tax is legally required, the Customer shall pay without deduction or gross up the payment so AIDERA receives the agreed net amount, unless the Customer timely provides a valid exemption or reduction certificate. Changes in tax rates or rules apply automatically from their effective date.

7.6 Service Fees are non-refundable and non-cancellable except as expressly stated in the Agreement.

7.7 The Customer shall notify AIDERA in writing of any specific, itemized billing dispute within ten (10) calendar days after receipt of the invoice, with reasonable supporting details. Absent such timely notice, the invoice is deemed accepted. All undisputed amounts remain payable when due. The Parties shall negotiate in good faith to resolve any dispute within fifteen (15) calendar days of notice; during this period the Customer may withhold only the disputed portion. If resolved in AIDERA's favor, the withheld amount is immediately due with statutory default interest from the original due date.

8.1 Each Party represents and warrants that: (i) it has full power and authority to enter into the Agreement; and (ii) it shall comply with all laws and regulations applicable to its provision, or use, of the Service, as applicable.

8.2 With regard to the provision of Services, the warranty provisions of rental law apply (sec. 535 et seq. German Civil Code).

8.3 A defect shall be deemed to exist if the contractual use agreed according to the service levels and other stipulations of the Agreement is not only insignificantly impaired.

8.4 The Customer shall notify AIDERA of any defects immediately.

8.5 If a defect occurs as set forth in Section 8.3 for which AIDERA is responsible, AIDERA shall remedy the breach upon written notice by the Customer. If AIDERA does not comply with such request in due time and subject to the agreed service provision and the limitation of liability according to Section 4 and Section 9, further statutory rights remain unaffected.

8.6 Strict liability pursuant to sec. 536a (1) German Civil Code for defects that already existed when the Agreement was concluded is excluded.

8.7 Claims of the Customer shall become time barred within one (1) year.

9.1 AIDERA shall be liable without limitation for damage caused intentionally or by gross negligence.

9.2 In the event of a negligent breach of a contractual obligation, the breach of which jeopardizes the achievement of the purpose of the Agreement or the fulfilment of which is essential for the proper performance of the Agreement and on the observance of which the Customer may therefore rely (so-called cardinal obligation), the liability of AIDERA shall be limited to the damage foreseeable at the time of conclusion of the Agreement and typical for the Agreement. AIDERA shall not be liable for negligent breach of a contractual obligation which is not a cardinal obligation.

9.3 AIDERA's total aggregate liability arising from or in connection with the Service is capped at the Service Fees paid by the Customer for the Service in the twelve (12) months preceding the event giving rise to the claim.

9.4 The above exclusions of liability in this Section 9 shall not affect the liability of AIDERA for a quality guarantee assumed, for fraudulent intent, for damages resulting from injury to life, body and health, for product defects in accordance with the German Product Liability Act (Produkthaftungsgesetz). This does not imply a change in the burden of proof to the detriment of the Customer.

9.5 Insofar as liability under this Section 9 is excluded or limited, this shall also apply to the personal liability of the employees, staff, organs, representatives and vicarious agents of AIDERA.

9.6 If the Customer suffers damage due to the loss of data, AIDERA shall not be liable for this if this damage could have been prevented by regular and complete backup of all relevant data within the meaning of Section 5.3 could have been avoided.

9.7 In particular in the event of disruptions to the technical infrastructure or the internet connection, AIDERA is released from its obligation to perform. This also applies if AIDERA is prevented from providing the Service due to force majeure or other circumstances which AIDERA is unable or cannot reasonably be expected to eliminate, such as blocked access to AI service provider, civil unrest, natural disasters, or changes of law.

9.8 Claims of the Customer shall become time barred within one (1) year.

10.1 AIDERA shall defend and indemnify the Customer against Indemnified Claims in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (i) AIDERA Technology (except Separately Licensed Third Party Software) used to provide the Service; or (ii) any of AIDERA's trademarks, trade names, service marks, logos, and/or service names infringes or misappropriates the third party's patent, copyright, trade secret or trademark.

10.2 Unless prohibited by applicable law, the Customer shall defend and indemnify AIDERA against third party claims in any Third-Party Legal Proceeding to the extent arising from: (i) any Customer Data or Customer trademarks, trade names, service marks; or (ii) Customer's or Customer authorized users' use or any use through of the Service in violation of the Agreement.

10.3 AIDERA shall have no liability for any claim or demand arising from (i) an Allegation that does not relate with specificity to AIDERA Technology; (ii) the use or combination of AIDERA's Technology or any part thereof with software, hardware or other materials not developed by AIDERA where AIDERA's Technology or use thereof would not constitute infringement but for said combination; (iii) any modification of AIDERA Technology by a party other than AIDERA, where the use of unmodified AIDERA Technology would not constitute infringement; or (iv) with regard to patent claims, an Allegation that AIDERA Technology consists of a function, system or method that utilizes functionality that is in general use in the industry. Customer shall bring to AIDERA's attention any such prior or existing or known intellectual property rights claims, demands or Allegations made on it that are material to this Section 10, in writing, prior to the execution of the Agreement.

10.4 The obligations under this Section 10 and any other indemnification obligations set forth in the Agreement shall be subject to the following conditions: (i) the indemnified Party shall notify the indemnifying Party in writing within ten (10) days of learning of any claim for which indemnification is sought, provided however, that any failure to provide such notice shall relieve the indemnifying Party of its indemnification obligations hereunder only to the extent of any demonstrable prejudice suffered by AIDERA as a result of such failure; (ii) the indemnifying Party shall have sole control of the defense or settlement of such claim, provided that the indemnified Party shall have the right to participate in such defense or settlement with counsel of its selection and at its sole expense and provided further that the indemnifying Party shall not enter into any settlement of any claim without the indemnified Party's prior, written approval, which approval shall not be unreasonably withheld, conditioned or delayed; and (iii) the indemnified party shall reasonably cooperate with the indemnifying Party in the defense and settlement of the claim, at the indemnifying Party's expense.

10.5 In the event that AIDERA Technology is likely to become the subject of a claim described in Section 10.1, AIDERA shall, in its sole discretion, either (i) modify or replace AIDERA Technology without loss of significant functionality, or (ii) procure a license for the Customer to continue using AIDERA Technology as agreed and licensed herein. If AIDERA determines that neither of the foregoing is commercially or technically practicable, AIDERA may terminate the Agreement by written notice to the Customer, and the Customer shall cease all use of the Service. AIDERA shall have no liability to Customer as a result of such termination.

10.6 For the purpose of this Section 10 the following definitions apply:

11.1 If AIDERA and the Customer have a separate written non-disclosure agreement ("NDA") in force that is materially consistent with this Section 11 and covers the subject matter of the Service, that NDA governs and this Section 11 does not apply to the overlapping subject matter. Where the NDA is silent, this Section 11 supplements it. In case of conflict, the NDA prevails.

11.2 "Confidential Information" for the purposes of the Agreement shall mean any information disclosed by the disclosing Party to the receiving Party in the preparation and execution of the Agreement which (i) is clearly marked, identified or otherwise made recognizable as Confidential Information, (ii) is obviously or reasonably considered confidential because of its content, or (iii) is derived from Confidential Information provided by the disclosing Party.

11.3 Confidential Information of AIDERA also includes, in particular

11.4 Confidential information is not information that, demonstrably,

11.5 All Confidential Information exchanged between the Parties during the term of the Agreement, unless contractually permitted,

11.6 The receiving Party shall refrain from obtaining Confidential Information through reverse engineering of goods, products or Services containing Confidential Information. In particular, the Customer shall refrain from using reverse engineering to determine the functionality and mode of operation of the AIDERA SaaS Offering.

11.7 Upon request, but at the latest upon termination of the business relationship, all Confidential Information obtained by the receiving Party in this context shall be returned to the disclosing Party or irretrievably destroyed at the latter's instruction. Electronic data shall be completely deleted. No rights of retention may be asserted in this respect. Destruction shall be confirmed in writing to the disclosing Party upon request. Statutory retention obligations remain unaffected by this Section 11.7.

11.8 Both Parties undertake to inform the other Party without undue delay in the event of a breach of the obligations set out herein or if there are indications of such a breach and to cooperate in limiting any damage. Notwithstanding the foregoing, in the event of a breach of the provisions of this Section 11.8, AIDERA shall have the right to demand from the Customer that the employee acting in breach of duty no longer be employed in the performance of the Agreement.

11.9 The duty of confidentiality ends three (3) years after termination of the Agreement.

12.1 The Parties shall comply with the relevant statutory provisions on the protection of personal data, in particular the GDPR and the Federal Data Protection Act (Bundesdatenschutzgesetz).

12.2 The Customer is obligated to obtain all required consents of its employees or third parties necessary for their use of the Services.

12.3 The Customer shall disclose to AIDERA all relevant facts of which AIDERA requires knowledge for reasons of data protection.

12.4 If AIDERA processes personal data on behalf of the Customer as the controller (order processing within the meaning of Art. 28 GDPR), the Parties shall conclude the AIDERA Data Processing Agreement.

13.1 As agreed, AIDERA may provide the Customer with the possibility to test, preview, try the AIDERA SaaS Offering for the purpose of a proof-of-concept to evaluate whether the functionalities and capabilities of the AIDERA SaaS Offering meet the general business requirements of the Customer without having to pay any fees, for example in a Pilot Phase (such offering hereinafter "Evaluation Offering").

13.2 AIDERA provides the Customer access to the Evaluation Offering solely for these Evaluation Purposes. The Evaluation Offering may be accessed, tested and evaluated solely by the Customer and its employees.

13.3 The Customer may only use the Evaluation Offering internally and may not use the Evaluation Offering to provide services to any third-party, or in any production environment or otherwise make commercial use of the Evaluation Offering. For purposes hereof, "Commercial Use" includes, without limitation, using the Evaluation Offering on commercial, production environments; providing, or offering to provide, any service using the Evaluation Offering; receiving compensation from others with respect to use of the Evaluation Offering; hosting, or offering to host, the Evaluation Offering, on any basis; receiving compensation for any service that uses the Evaluation Offering, including support services. Company shall have the right to determine, in its sole discretion, whether a use is to be regarded a Commercial Use or internal, non-Commercial Use.

13.4 The Customer shall use any Evaluation Offering only with test or anonymized data and not with live Customer Data.

13.5 Any Evaluation Offering ist not subject to any agreed service levels and support services are provided solely upon AIDERA's discretion.

13.6 AIDERA may limit, suspend or end an Evaluation Offering at any time.

13.7 For all Evaluation Offerings (including the Pilot Phase), AIDERA is liable only for intent and gross negligence, in line with mandatory statutory provisions.

14.1 Term and termination are stipulated in the Service Order.

14.2 The right of both Parties to terminate the Agreement without notice for cause remains unaffected.

14.3 AIDERA may in particular terminate the Agreement for cause if:

14.4 Notice of termination shall be given in writing, email being considered sufficient.

14.5 In case of a termination by the Customer, such termination shall be sent to sebastian@aidera.tech.

14.6 In the event of premature termination of the Agreement by AIDERA for cause for which the Customer is responsible, AIDERA's claim for compensation shall include, in addition to any gross remuneration and Service Fees and other amounts still outstanding, the net remuneration and Service Fees still outstanding for the agreed term. The offsetting of saved expenses and other termination-related benefits shall be based on the statutory provisions. AIDERA's claim shall become due when the termination takes effect. Further claims for damages by AIDERA remain unaffected.

14.7 Upon termination of the Agreement the SaaS License and any other rights of the Customer to the Service, in particular the AIDERA SaaS Offering shall end.

14.8 Upon expiration of the Agreement or its termination the Customer shall not be entitled to any separation compensation or damages of any kind, including compensation, reimbursement, or damages for loss of prospective, goodwill or loss thereof, or expenditures, investments, leases, or any type of commitment made in reliance on the existence of the Agreement including, but not limited to advertising and promotion costs, costs of supplies, termination of employees, employee salaries and other such costs and expenses.

14.9 AIDERA shall make the Customer Data stored on the Server available to the Customer for download in a standard market format for fourteen (14) days from the date of termination of the Agreement. After expiration of this period, AIDERA shall delete any Customer Data still on the Server.

15.1 "Professional Services" means services performed by AIDERA or its commissioned subcontractors for the Customer under the Agreement, including consulting, implementation, customization, integrations and training.

15.2 AIDERA shall perform Professional Services only if expressly agreed between the Parties. Unless otherwise agreed:

16.1 The Customer agrees that AIDERA may use the Customer's name and Customer's marks such as names, logos and trademarks) to identify the Customer as a user of the Service in websites, decks, proposals, customer lists, advertising and similar disclosures. The Customer grants AIDERA a non-exclusive, worldwide, royalty-free license to use the Customer's Marks for these purposes during the contractual term. AIDERA may issue a press release and publish a case study about the Service, subject to the Customer's prior review for factual accuracy without undue delay. The Customer agrees to act as a reasonable reference account.

16.2 The Customer shall not make any representations, warranties or public statements about the Service except those consistent with the rights, licenses, product description provided by AIDERA. The Customer shall not publish benchmarks or performance claims about the Service without AIDERA's prior written consent.

17.1 Customer may act as a referrer and introduce third parties to AIDERA as referral leads (each a "Referral Lead"). Customer acts independently and has no authority to bind AIDERA or make promises or warranties on its behalf. Participation is non-exclusive and AIDERA may work with other referrers and pursue prospects on its own.

17.2 A Referral Lead qualifies as a "Qualified Referral" only if all of the following conditions are met:

17.3 For each Qualified Referral that concludes a paid subscription Customer is entitled to a referral fee equal to ten per cent (10%) of the First Year Annual Contract Value. "First Year Annual Contract Value" means the net recurring subscription fees for the first subscription year after the Pilot Phase or any other form of trial. The following are not part of the basis of calculation: (i) VAT and other taxes; (ii) credits discounts chargebacks and refunds; (iii) overage or usage based charges; (iv) professional or implementation services; (v) support upsells training ; and (vi) hardware and any other non-recurring fees.

17.4 If the Qualified Referral Lead is billed annually the Referral Fee is payable only after AIDERA has actually received the annual prepayment toward the First Year Annual Contract Value. If the Qualified Referral Lead is billed monthly the Referral Fee accrues month by month. A first payout for months one (1) to six (6) is due only after the Qualified Referral Lead has fully paid the first six (6) monthly invoices. A second payout for months seven (7) to twelve (12) is due only to the extent the corresponding monthly payments for the first subscription year are actually received by AIDERA.

17.5 AIDERA may modify or discontinue the referral program set forth in this Section with prospective effect by written notice at any time. Changes do not affect referral fees already earned for Qualified Referrals that signed before the effective date of the change.

18.1 Should individual provisions of the Agreement be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Invalid provisions shall be replaced first and foremost by provisions that most closely correspond to the invalid provisions in a legally effective manner. The same applies to any loopholes.

18.2 For the purpose of fulfilling the Agreement, AIDERA may use other service providers.

18.3 Unless otherwise agreed in the Agreement, the Customer may only transfer rights and obligations arising from the Agreement to third parties with the prior written consent of AIDERA.

18.4 The Parties are independent of each other. There is no AIDERA, joint venture or comparable legal relationship between the Parties. Neither Party is authorized to represent the other Party in legal transactions. Each Party is only authorized to instruct, supervise and issue instructions to its own personnel. The employees of one Party are at no time integrated into the operational and work organization of the other Party.

18.5 Amendments or additions to the Agreement – including this written form clause – and its Annexes shall be made in writing to be effective.

18.6 Wherever the Agreement requires "in writing" or "written notice," text form (Textform, § 126b German Civil Code) is sufficient. Notices may be given by email to the Parties' designated notice addresses.

18.7 The exclusive place of jurisdiction for all disputes arising from or in connection with the Agreement shall be Munich. AIDERA is also entitled to take legal action at the Customer's place of business or any other competent court.

18.8 The law of the Federal Republic of Germany shall apply, with the exception of its provisions on the choice of law, which would lead to the application of another legal system. The application of the UN Convention on Agreements for the International Sale of Goods is excluded.