Neo Commerce offers companies the opportunity to digitally map product consulting, among other things, through their software in return for payment of usage fees.
(a)Provision of the software "Neocom" (hereinafter referred to as "Software") for use via the Internet and\
(b)Granting of storage space on the servers of Neo Commerce.
The application of the customer's terms and conditions is explicitly excluded.
Neo Commerce provides the software in the respective current version on a server, to access by the customer through the World Wide Web. For this purpose, Neo Commerce sets up the software on a server that is accessible to the customer via the Internet.
The current scope of functions of the Software can be found in its current performance description on the website of Neo Commerce at www.neocom.ai.
The number of accesses and thus software users (Named User) per customer is based on the contractual agreement underlying the provision. The Customer shall generate a "User ID" and password itself for access to the use of the SaaS Services, which are required for further use of the SaaS Services. The Customer is obliged to keep the "User ID" and password secret and not to make them accessible to third parties.
If the access is provided for test purposes and free of charge, Neo Commerce may withdraw it at any time without prior notice.
Access data provided shall be changed immediately to data known only to the user. The customer is obligated to provide the correct and complete data of the intended user of the access requested during registration.
The transfer point for software and application data pursuant to clause 4 shall be the router exit of the data center in which Neo Commerce operates the software.
The requirements shall be based on the respective system requirements, which Neo Commerce and the customer shall agree upon prior to provision. The customer shall be solely responsible for the prerequisites of the provision and necessary configuration of the required hardware and software (e.g. an Internet-capable computer with Internet connection and permissible current browser) on the part of the customer as well as for the telecommunication connection between the customer and the data center in which Neo Commerce operates the software up to the transfer point.
Neo Commerce provides the customer with a defined amount of storage space on a server for storing its data.
Neo Commerce shall ensure that the stored data can be accessed via the Internet.
The customer is not entitled to transfer this storage space to a third party for use, in part or in full, against payment or free of charge.
The customer undertakes not to store any content on the storage space whose provision, publication or use violates applicable law, official requirements or rights of or agreements with third parties.
Neo Commerce is obliged to take appropriate precautions against data loss and to prevent unauthorized access of third parties to the customer's data. For this purpose, Neo Commerce will make daily backups, check the customer's data for viruses and install firewalls according to the state of the art.
Upon termination of the contractual relationship, Neo Commerce shall surrender to the customer, at the customer's request, all data stored on the storage space allocated to the customer. The surrender of the data is done by sending it via a data network. The customer has no claim to receive also the software suitable for the use of the data.
Neo Commerce is permitted to involve subcontractors when granting storage space. The use of subcontractors does not release Neo Commerce from its sole obligation to the customer to fully perform the contract.
Upon provision of the Software in accordance with Section 2, the Customer shall receive the non-exclusive, non-sublicensable and non-transferable right to use the Software, which right shall be revocable in the event of default or non-payment of the usage fee due, and shall be limited to the term of this Agreement. The software shall not be transferred to the customer.
The customer may only use the software for his own business activities. The customer is not entitled to use the software beyond the agreed scope or to have it used by third parties without the prior written permission of Neo Commerce. In particular, it is not permitted to sell the software or to make it accessible to third parties or to let third parties use it, especially not to rent or lend it.
The customer may only reproduce the software to the extent that this is covered by the intended use of the software according to the respective current service description. Necessary duplication includes loading the software into the main memory on the server of Neo Commerce, but not the even temporary installation or storage of the software on data carriers (such as hard disks or similar) of the hardware used by the customer.
Access provided for testing purposes may not be used for own or third party commercial purposes.
The customer may not use the software for purposes that violate the law or official regulations or requirements and may not misuse the software to the detriment of Neo Commerce or its other customers; in particular, the customer may not carry out any attacks or load tests while condoning that the software's performance may be impaired.
Software provided for testing purposes is subject to the same permitted use.
The contents stored by the customer on the storage space designated for him may be protected by copyright and data protection laws. The customer hereby grants Neo Commerce the right to make the contents stored on the server accessible to the customer upon the customer's queries via the Internet and, in particular, to reproduce and transmit them for this purpose and to be able to reproduce them for the purpose of data backup.
The Customer shall ensure that the Software is used exclusively within the scope of permitted use pursuant to Section 5 and shall protect such permitted use by taking suitable and necessary measures. This applies in particular to the use of each access by only one person (Named User). The Customer shall be obliged to prevent unauthorized access by third parties to the protected areas of the Software by taking suitable precautions. For this purpose, the customer shall, to the extent necessary, instruct its employees to comply with copyright law. The customer will inform Neo Commerce immediately if he suspects that the access can be used by unauthorized persons.
The customer shall report any impairment of use of the software that the customer believes Neo Commerce should remedy to Neo Commerce in text form. In the notification, the customer shall describe the existing impairment of use as concretely as possible, in particular the conditions under which it occurs, symptoms and effects. Ideally, the customer shall combine this with meaningful screenshots.
The customer itself is responsible for entering and maintaining its data and information required to use the SaaS services. The customer shall ensure that its own backups of its application data are made at reasonable intervals. The obligation to perform calendar-day backups by Neo Commerce remains unaffected.
The customer is obliged to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.
Neo Commerce is entitled to immediately block the storage space if there is a reasonable suspicion that the stored data is illegal and/or infringes the rights of third parties. A reasonable suspicion for an illegality and/or a violation of rights exists in particular if courts, authorities and/or other third parties inform Neo Commerce thereof. Neo Commerce has to inform the customer immediately about the blocking and the reason for it. The block shall be lifted as soon as the suspicion is invalidated.
If a user violates the permissible use according to clauses 4 or 5 with a contractually provided access and does not stop the violation within ten working days after written warning by Neo Commerce, Neo Commerce may terminate the contract extraordinarily and without observing a notice period.
In the event that services of Neo Commerce are used by unauthorized third parties using the customer's access data, the customer shall be liable for any fees incurred as a result within the scope of liability under civil law until receipt of the customer's order to change the access data or notification of the loss or theft, provided that the customer is at fault for the access of the unauthorized third party.
We reserve the right to claim damages in excess thereof; in this case, the contractual penalty shall be offset against the claim for damages.
If the customer collects, processes or uses personal data, he warrants that he is entitled to do so in accordance with the applicable provisions, in particular the provisions of data protection law, and in the event of a violation he shall indemnify Neo Commerce against claims of third parties.
If a user of the customer violates the rights of third parties with a contractually provided access, the customer shall indemnify Neo Commerce against all claims of third parties in this respect upon first request.
Claims for damages against Neo Commerce are excluded regardless of the legal ground, unless Neo Commerce, its legal representatives or vicarious agents have acted intentionally or with gross negligence. Neo Commerce shall only be liable for slight negligence if one of the essential contractual obligations has been violated by Neo Commerce, its legal representatives or executives or vicarious agents. Neo Commerce shall only be liable for foreseeable damages, the occurrence of which must typically be expected. Material contractual obligations are those obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfillment of which the customer may rely.
Neo Commerce shall not be liable for the loss of data insofar as the damage is due to the fact that the customer has failed to perform data backups and thereby ensure that lost data can be restored with reasonable effort.
Neo Commerce shall be liable without limitation for damages caused intentionally or negligently by Neo Commerce, its legal representatives or vicarious agents resulting in injury to life, body or health.
Availability is 99.5% on an annual average, based on twenty-four hours a day, seven days a week. Excluded from the availability are downtimes due to maintenance and software maintenance, in particular planned unavailability, as well as times in which the software cannot be accessed due to technical or other problems that are beyond the control of Neo Commerce (e.g. force majeure, fault of third parties, etc.).
Neo Commerce shall remedy any defects in the software reported by the customer within a reasonable period of time in accordance with the technical possibilities. A defect is deemed to exist if the software does not fulfill the functions specified in the service description, delivers faulty results or does not function properly in any other way, so that the use of the software is impossible or significantly restricted.
Neo Commerce will answer inquiries of the customer regarding the application of the contractual software and the further SaaS services within the usual business hours after receipt of the respective question by telephone or in text form.
Adjustments, changes and additions to the SaaS services that are the subject of the contract, as well as measures that serve to determine and remedy malfunctions, will only lead to a temporary interruption or impairment of accessibility if this is necessary for technical reasons.
The usage fee and scope of usage (number of users and scope of functionality) are contractually agreed or are based on Neo Commerce's offer.
If months are only calculated on a pro-rata basis, each calendar day is calculated at 1/365 of the usage fee for one year.
Other services such as user support or training require separate contractual agreement and shall be remunerated separately accordingly.
All remuneration shall be owed plus value added tax at the statutory rate applicable from time to time and shall be payable in advance for the respective agreed billing period.
The customer shall comply with the applicable data protection provisions when using the software. In this respect, Neo Commerce is not the responsible party within the meaning of Art. 4 No. 7 DS-GVO.
The contracting parties agree that separately in a contract for commissioned processing, in particular, the subject and duration of the processing, the type and purpose of the processing, the type of personal data, the categories of data subjects and the obligations and rights of the Customer existing within the framework of the commissioned processing shall be specified.
Neo Commerce is entitled to use the name and logo of the customer for marketing purposes, in consultation with the customer also quotes and other content.
Amendments, supplements and additions to this contract shall only be valid if agreed in writing between the contracting parties. This also applies to the amendment of this contractual provision.
Should any provision of this contract be or become invalid, this shall not affect the validity of the remainder of the contract. The invalid provision shall be deemed to be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same shall apply in the event of a gap in the contract.
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