These General Terms and Conditions of Contract apply to the use of the SOFTWARE "Lissi Agent" (hereinafter referred to as "SOFTWARE"), which is provided by NEOSFER GmbH (hereinafter referred to as "NEOSFER"), as a SOFTWARE-as-a-Service service via the Internet for use, as well as to the user relationship between the user and NEOSFER, i.e. the respective SOFTWARE USE CONTRACT.
2.1 NEOSFER enables users to conclude this SOFTWARE USE CONTRACT on the website operated by NEOSFER with regard to the SOFTWARE and its web-based use.
2.2 The customer makes a legally binding offer to conclude the contract for the use of the SOFTWARE on the website by clicking on the field "Register and conclude legally binding contract" in accordance with the specifications made on the website as well as the regulations in these General Terms and Conditions.
2.3 The contract according to the offer made by the customer is concluded by acceptance on the part of NEOSFER, which NEOSFER declares by means of a confirmation transmitted online. There is no obligation on the part of NEOSFER to declare a corresponding acceptance. NEOSFER can only declare an acceptance to the user within 48 hours after submission of the user's offer, otherwise it is considered as an offer, which would have to be accepted by the user.
3.1 The subject of this SOFTWARE USE CONTRACT is the granting of rights of use for the duration of the SOFTWARE USE CONTRACT for use via the internet/access via a browser or APIs of the SOFTWARE of NEOSFER to the user according to the contractually agreed contents. A physical transfer of the SOFTWARE to the user does not take place.
3.2 The SOFTWARE is an application for issuing and verifying verifiable credentials developed by NEOSFER or its legal predecessor.
3.3 The SOFTWARE and the possibility to use it are provided by making the SOFTWARE available on servers of a third party (hereinafter: "THIRD PARTY PROVIDER"), the choice of which is not limited by NEOSFER and which can also be changed by NEOSFER during the term of a SOFTWARE USE CONTRACT. For the use of the SOFTWARE NEOSFER provides the user, in addition to the actual SOFTWARE, with storage space to the contractually agreed extent on the servers of the THIRD PARTY PROVIDER.
3.4 The SOFTWARE is software in the development stage (so-called "beta version"). For this reason, use of the SOFTWARE is only permitted outside of productive environments, which excludes both direct use in productive environments and indirect connection to such productive environments.
In addition, the LICENSEE must take into account with regard to the use of the SOFTWARE permitted to him, i.e. in particular with regard to the use in internal test environments, that it concerns a software which has not yet been tested and is in a development stage, for which it is particularly necessary to avoid the occurrence of damage in the event that the SOFTWARE does not function or functions incorrectly by taking suitable precautions and safety measures.
3.5 As far as the user uses the internet and needs internet access in connection with the initiation and conclusion of the contract as well as for the use of the SOFTWARE and all activities and services in connection with it, this is exclusively his responsibility as well as all costs caused by this (including costs of telecommunication services) which have to be borne by the user. In particular, these are not compensated by the fee for the use of the SOFTWARE.
3.6 NEOSFER does not owe an adaptation of the SOFTWARE, especially to the individual needs or the IT environment of the user.
3.7 The user has no claim to a further development of the SOFTWARE or - should it be further developed - to a transfer/granting of rights of use regarding the further developed SOFTWARE. In particular, NEOSFER's obligation to perform does not include any updates or releases published or appearing with regard to the SOFTWARE, irrespective of their content, insofar as these are not already an integral part of the SOFTWARE.
3.8 NEOSFER may, however, update and further develop the SOFTWARE at any time and adapt it in particular due to a changed legal situation, technical developments or to improve IT security. As far as a further development of the SOFTWARE is provided to the user instead of the previous version of the SOFTWARE and this has been made known to the user, the user is obliged to exclusively use the further developed version of the SOFTWARE instead of the previous version.
3.9 In addition to the use of the SOFTWARE (in object code), the user shall be given access to an online documentation.
3.10 Other services, in particular advice on the selection of the SOFTWARE, information on the functionality and the operation/use of the SOFTWARE, support in the use of the SOFTWARE, as well as the provision of other support and assistance, are not owed by NEOSFER, unless these are expressly agreed between the parties, for example within the framework of the contractual service specification on the website.
3.11 NEOSFER is not responsible for the user having a suitable system environment for the SOFTWARE and also otherwise being able to use the SOFTWARE.
3.7 The user has no claim to a further development of the SOFTWARE or - should it be further developed - to a transfer/granting of rights of use regarding the further developed SOFTWARE. In particular, NEOSFER's obligation to perform does not include any updates or releases published or appearing with regard to the SOFTWARE, irrespective of their content, insofar as these are not already an integral part of the SOFTWARE.
3.8 NEOSFER may, however, update and further develop the SOFTWARE at any time and adapt it in particular due to a changed legal situation, technical developments or to improve IT security. As far as a further development of the SOFTWARE is provided to the user instead of the previous version of the SOFTWARE and this has been made known to the user, the user is obliged to exclusively use the further developed version of the SOFTWARE instead of the previous version.
3.9 In addition to the use of the SOFTWARE (in object code), the user shall be given access to an online documentation.
3.10 Other services, in particular advice on the selection of the SOFTWARE, information on the functionality and the operation/use of the SOFTWARE, support in the use of the SOFTWARE, as well as the provision of other support and assistance, are not owed by NEOSFER, unless these are expressly agreed between the parties, for example within the framework of the contractual service specification on the website.
3.11 NEOSFER is not responsible for the user having a suitable system environment for the SOFTWARE and also otherwise being able to use the SOFTWARE.
4.1 NEOSFER hereby grants to the user the simple, non-exclusive, limited in time to the duration of the SOFTWARE USE CONTRACT, spatially unrestricted, non-transferable right to use the SOFTWARE in accordance with these General Terms and Conditions.
4.2 The right of use does not include the right to copy, process or decompile the SOFTWARE, unless this is expressly permitted by these General Terms and Conditions or other provisions of the SOFTWARE USE CONTRACT (which must be in writing), unless this is necessary for the contractual use or unless the granting of these rights is mandatory by law. Accordingly
4.2.1 decompilation of the SOFTWARE is permitted under the conditions of § 69e para. 1 nos. 1 to 3 German Act on Copyright and related Rights “Urheberrechtsgesetz”. and within the framework of § 69e para. 2 nos. 1 to 3 of the German Act on Copyright and related Rights “Urheberrechtsgesetz”.
4.2.2 allows a modification of the SOFTWARE to maintain or restore the agreed functionality of the SOFTWARE.
4.2.3 a duplication of the SOFTWARE is permitted if this is done on the computer system in the direct possession of the user in order to fulfil the purpose of use or if a duplication is necessary for loading, displaying, running, transferring and storing the SOFTWARE or if a backup copy of the SOFTWARE is made by a person authorised to do so according to § 69d para. 2 German Act on Copyright and related Rights “Urheberrechtsgesetz”.
4.3 The right to use and exploit the SOFTWARE is limited to a use within the scope of the user's own original business activity, which excludes in particular the use of the SOFTWARE by or for (non-personal) third party(ies). Third parties are in particular all companies which are not identical to the user, i.e. also companies affiliated to the user.
4.4 The user is not permitted to use the SOFTWARE in any way not expressly permitted by this SOFTWARE USE CONTRACT.
5.1 NEOSFER provides the user after conclusion of the SOFTWARE USE CONTRACT with all information necessary for access to the SOFTWARE including user name and password. The user is obliged to keep the access information transmitted to him secret, to change the password before the first use and to make it available only to those persons who are entitled to use the SOFTWARE by virtue of this SOFTWARE USE CONTRACT The user is prohibited from using circumvention devices to bypass the access control services provided for the use of the SOFTWARE as well as the servers of the THIRD PARTY PROVIDER or to take other measures to use them (without permission). In the event of a change of ownership of a device from which access to the SOFTWARE and/or the servers of the THIRD PARTY was taken using access information, the user shall ensure that all information and data are uninstalled/deleted from the device in order to ensure that the new owner of the device does not gain access to the access information of the former user.
5.2 The use of the SOFTWARE as well as the storage space according to the rights granted with this contract is limited to the term of the SOFTWARE USE CONTRACT. Any further use on the part of the user does not lead to an implicit or any other kind of extension of this SOFTWARE USE CONTRACT.
5.3 Upon request of the user NEOSFER will inform the user about the THIRD PARTY PROVIDER and where the THIRD PARTY PROVIDER operates the respective servers. If NEOSFER subsequently becomes aware of changes in the corresponding "status quo" compared to the one communicated to the user, it will inform the user accordingly.
5.4 The use of the storage space on the server of the THIRD PARTY PROVIDER is only granted to those persons who are allowed to use the SOFTWARE according to the SOFTWARE USE CONTRACT.
5.5 The user is obliged to store and save only contents and files necessary for the use of the SOFTWARE on the server of the THIRD PARTY PROVIDER. In this context, the user is not only obliged to ensure - in particular by using state-of-the-art anti-virus programs - that all data and files do not contain any viruses or other harmful components. The user must also ensure that no illegal contents and data are used or stored on the storage space when using the SOFTWARE and that the user observes the data protection regulations and laws incumbent upon him when using the SOFTWARE and the storage space. In this respect, the user is solely responsible for compliance with data protection laws and for obtaining any declarations of consent with regard to the data used by him in the use of the SOFTWARE.
5.6 The user remains the owner of the data stored on the servers of the THIRD PARTY.
5.7 The user is solely responsible for ensuring that sufficiently up-to-date (security) copies are made of the data and files which he stores on the servers of the THIRD PARTY PROVIDER, so that in the event of loss of the data stored on the server of the provider or used in the use of the SOFTWARE, there will be no damage on the part of the user. In particular, the user is also obligated to back up all data in good time before the end of the contract term, which he subsequently wishes to continue to have available. The user is aware that NEOSFER is entitled immediately after the end of the SOFTWARE USE CONTRACT to delete all data and files stored by the user on the server of the THIRD PARTY in an unrecoverable way and that NEOSFER will also make use of this right without further warnings to the user.
5.8 NEOSFER as well as the THIRD PARTY PROVIDER is allowed to interrupt the usability of the SOFTWARE as well as the accessibility of the servers if this is necessary or reasonable for maintenance, servicing, upgrade or care measures.
5.9 The use of the SOFTWARE as well as the storage space for the processing of data in the following GDPR categories is prohibited: special categories (Art. 9 GDPR), criminal convictions and offences (Art. 10 GDPR) as well as genetic data (in the sense of Art. 4 No. 13 GDPR).
When using the SOFTWARE as well as the storage space for testing purposes, the entry and storage of any type of personal data is prohibited.
6.1 The license fees for the granting of the rights granted by this SOFTWARE USE CONTRACT are specified in the context of the order process and the service provision on the website of NEOSFER according to the service contents chosen by the user. As far as the licence fees are not explicitly referred to another period of time, they are generally valid per month.
6.2 The licence fees are to be paid in full and without deduction within two weeks after invoicing.
6.3 If the user is in default of payment, interest shall be charged on the outstanding amount at a rate of 9 percentage points above the base interest rate applicable at the time. This shall not affect the assertion of further rights.
7.1 The SOFTWARE USE CONTRACT shall come into force upon its conclusion and shall be concluded for an indefinite period.
7.2 The SOFTWARE USE CONTRACT may be terminated by either party with a notice period of one month to the end of the month, unless a longer fixed term has been agreed.
7.3 The right to terminate without notice for good cause remains unaffected.
7.4 Termination must be in writing in all cases.
8.1 Without limiting the following regulations under § 9 to the disadvantage of the user, the warranty regulations of the rental law (§§ 535 ff. BGB) apply with regard to the granting of the use of the SOFTWARE as well as the provision of storage space.
8.2 The customer has to notify NEOSFER immediately of any defects in the SOFTWARE or in the storage space as well as any other breaches of duty on the part of NEOSFER.
8.3 The warranty for only insignificant reductions in the suitability of the performance is excluded. The liability without fault according to § 536a para. 1 BGB (German Civil Code) for defects which already existed at the time of conclusion of the contract is excluded.
9.1 NEOSFER is liable for damages according to this SOFTWARE USE CONTRACT only in accordance with the following provisions and only as far as the SOFTWARE is used by the user within the scope of the rights of use granted to him and is used in conformity with the contract.
9.2 NEOSFER is liable for damages caused by slight negligence if the infringing act attributable to NEOSFER is a violation of cardinal obligations, whereby cardinal obligations are the essential obligations which form the basis of this SOFTWARE USE CONTRACT, which were decisive for the conclusion of this SOFTWARE USE CONTRACT and on the fulfilment of which the user may rely.
Should NEOSFER have violated cardinal obligations only slightly negligently, the liability of NEOSFER is limited to the contractually agreed remuneration.
9.3 NEOSFER is also liable for the loss of data in any case only up to the amount which would have been incurred to restore the data if it had been backed up properly and regularly.
9.4 NEOSFER is liable in any case, i.e. without prejudice to other regulations of the SOFTWARE USE CONTRACT, without limitation for damages caused intentionally or by gross negligence as well as for damages resulting from injury to life, body or health by NEOSFER, its legal representatives or vicarious agents.
9.5 NEOSFER is liable for product liability damages according to the regulations of the Product Liability Act.
10.2 The parties will comply with the applicable data protection regulations.
10.1 The user is aware that both NEOSFER and the THIRD PARTY can potentially access the data stored on the THIRD PARTY's server. For this reason, with regard to the obligations under data protection law, it is necessary that the user informs NEOSFER immediately if personal data is stored there.
10.3 In order to enable the legally compliant behaviour of all parties involved, both NEOSFER and the user undertake to conclude all necessary contracts for the commissioned processing of personal data, not only between NEOSFER and the user but also - to the extent necessary - between the parties and the THIRD PARTY and other persons who may have access to the personal data stored there due to their activity in relation to the servers of the THIRD PARTY.
11.1 Amendments to the SOFTWARE USE CONTRACT must be made in writing to be effective. This also applies to the amendment of this written form requirement.
11.2 The SOFTWARE USE CONTRACT shall be governed by 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 April 11, 1980.
11.3 The parties agree that Frankfurt am Main (Germany) shall be the exclusive place of jurisdiction for all disputes arising from and in connection with concluded SOFTWARE USE CONTRACT and/or these General Terms and Conditions.
11.4 The invalidity of individual provisions of this SOFTWARE USE CONTRACT shall not affect the validity of the remaining provisions. In this case, the parties undertake to agree on effective provisions which economically come closest to the intended purpose of the invalid provisions. This applies accordingly to the closing of any loopholes in this SOFTWARE USE CONTRACT.
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Status of the General Terms of Contract: January 2023