General order conditions of SMART ZEBRA GmbH dated April 1, 2019

(“General Order Conditions”)

1. Scope

The following general terms and conditions apply to all legal transactions by SmartZebra GmbH — hereinafter referred to as client — relating to the use of the online platform operated by the client.
Insofar as there are individual contractual regulations which deviate from or contradict the provisions of these terms and conditions, the individual contractual regulations take precedence. The following regulations also apply to established contractual relationships with and for third parties in exceptional cases.

The client's contact details are as follows:
Address: Siemens-Halske-Ring 2, 03046 Cottbus, Germany
Email: info (@)
Managing Director: Peter Schmitz
Register entry: HRB 12914 (Cottbus District Court)
Seat of the company: Cottbus
Telephone: (0355) 86688153

2. Subject matter of contract
The client provides the user with the tools published on the online platform operated by the client. The specific scope of services depends on the service description of the respective tool at the time the contract is concluded or the order is placed. Any further consultation is expressly not agreed upon, but must be concluded separately between the contracting parties. This also applies to any support via email or telephone. This can be changed or adjusted at any time. Unless expressly agreed, updating the tools to new legal regulations or new data is a voluntary service by the contractor, which can be discontinued at any time. If the contracting parties separately agree on cooperation in accordance with specific, individual contractual agreements, these shall take precedence.

3. Conclusion of contract and right of withdrawal
The contract begins and ends at the individually agreed time. Access to the respective tools is only possible after logging in using a login name and password using a web browser.

The contract is concluded with confirmation by email from the contractor. The necessary registration by the client represents an offer to conclude a contract with the contractor. The following registration message does not represent the conclusion of a contract but only a confirmation of registration.

The period of use of the respective online tools is granted in accordance with the service description and may vary accordingly depending on the tool. Use beyond the respective agreed period of use is not possible. In addition, the contractor is not obliged to retroactively update the respective tools. Unless otherwise expressly agreed, any number of inquiries can be made and evaluations prepared for the duration of the agreed use.

Consumers have the right to cancel this contract within 14 days without giving reasons. The cancellation period is 14 days from the day the contract is concluded. In order to exercise the right of withdrawal, the client must inform the contractor by means of a clear statement (e.g. by sent letter or email) that he intends to cancel the concluded contract. This deadline is met if the client sends this decision to the contractor before the cancellation period has expired. The revocation must be sent to the contractor's postal address in accordance with section 1. or the email address info (@) given there.

If the client is an entrepreneur within the meaning of Section 14 of the German Civil Code and acts in the exercise of his commercial and independent activity when concluding the contract, the right of withdrawal does not exist.

If there is a revocation of the contract, the client will repay the payments made by the contractor and received by the client for this contractual relationship to the client within a period of 14 days.

In the knowledge of these regulations, the client expressly agreed that the contractor will begin to perform the services offered before expiry of the cancellation period.

4. Usage fee and invoicing
The fee for using the application depends on the terms of use of the respective tool, in particular the scope of the applications, the available data and the duration of use. This is due in full in advance upon conclusion of the contract. The contractor will issue an invoice in accordance with legal regulations.

The client will provide the contractor with all information necessary for contract execution and invoicing (company, billing address, sales tax ID, commercial information) upon conclusion of the contract. If these are not provided, the contractor is entitled to terminate the contractual relationship immediately.

A general offsetting of claims from contractor and client is excluded and is only possible in the case of legally recognized and undisputed claims after an individual contractual agreement.

5. Use of online tools provided by the contractor and transfer restriction
The user is entitled to access the online tools using a conventional web browser and an Internet connection. The scope of use in terms of content and time depends on the corresponding terms of use of the respective application and these General Terms and Conditions of Order. Other rights, in particular to use certain software applications, hardware and the necessary Internet connections, are not linked to the user agreement.

The use of applications and data is subject to this contract. Any further use, in particular the transfer of data to third parties, in particular copying, transfer for use by third parties and reproduction, even in excerpts, is prohibited. It is also not permitted to transfer access or data to third parties. In the event of misuse, the contractor is allowed to block access immediately.
The client is obliged to keep the access data, in particular the password, secret and to protect them from unauthorised use by third parties. Only the client, including the persons working for the client, are entitled to use. The contractor is responsible for compliance with the confidentiality of the access data by the persons working for the client. The contractor is liable for any damage caused by misuse, provided that he is responsible for this.

The loss or use of the access data and content of the website or applications by unauthorised third parties must be reported to the contractor by the client immediately after becoming aware of them.

The use of the results obtained through the platform and tools provided is limited to the client's internal area. It represents a simple, irrevocable, spatially and temporally unlimited right of use for the benefit of the client. After transfer of ownership to the client, it may be modified, adapted and further processed, including saving, copying and printing for internal purposes, provided that this does not conflict with a direct and separately agreed transfer restriction or copyright. Transfer to third parties is permitted insofar as this is carried out as part of business advice by the original client, confidential treatment and internal use by the third party are ensured and, as a result of the transfer, no claims can be made from possible damage by third parties or other persons and by the original client against Smart Zebra arising from the transfer and use of the results. Liability due to intentional breach of duty is not excluded as a result.

Publication or reference to publicly available sources, e.g. on websites, accessible brochures and expert reports, is excluded and requires the express written permission of the contractor beforehand.

The use of the tools provided by the contractor and the resulting results is the only

6. Obligations of the user
Access to the website and the respective applications is via web browse, in particular Google Chrome or Internet Explorer. The contractor will provide information on the technical requirements upon request.

The user is responsible for creating the technical requirements to ensure access. In addition to the necessary end devices (e.g. computers), this also includes the necessary software and hardware as well as the Internet access required for use. Data backup is also the responsibility of the user.
Furthermore, the client is obliged to make necessary adjustments to hardware and software after being informed by the contractor.
Furthermore, the client is obliged to comply with the requirements of the Federal Office for Information Security with regard to the selection of the type of browser, the scope of virus protection and regular data backup.

If the contractor uses cookies, these must be accepted by the client's web browser. The client is responsible for the technical settings for this.

7. Content changes and unavailability of applications and the website
The operator SmartZebra is responsible for the technical and editorial content, the external data provided, and the design (e.g. user interface) of the website. The operator is entitled to change, adapt and replace them at any time.

Furthermore, the contractor can adapt all applications and functionalities to the latest technical standards and continuously develop them without the client's consent being required. The client is responsible for making adjustments to the respective hardware and software.
The contractor will inform the client about this.

The online tool is accessed via a web browser, in particular the Google Chrome or Internet Explorer browser. In doing so, the client will take into account technical changes to the respective browsers through regular updates to the website and applications. However, there is no legal claim to this. Furthermore, there is no obligation to establish compatibility for other web browsers and to provide them for all versions of the Google Chrome or Internet Explorer browsers.

Furthermore, the operator is entitled to make changes and maintenance at any time. This may result in temporary interruptions in the availability of data, applications and/or the entire website. There is no legal claim for the maintenance period. Restricted use up to and including unavailability of data, applications or the entire website due to technical or content updates and maintenance therefore does not give rise to any claim for compensation or warranty. If the use of the website or of applications or databases is restricted by property rights in favor of third parties, the operator of the website is entitled to restrict the services affected by this up to completely restricting use. The operator will immediately inform the affected users and correct the payment to the extent of the restriction.

8. Warranty
The online tools provided by the contractor are developed and maintained with the greatest possible care. However, SMART ZEBRA GmbH cannot guarantee that the products are suitable and correct for the clients' specific needs. The client selects the products on his own responsibility and uses them on his own responsibility. Liability for incorrect use of the products is excluded. A warranty is further excluded if a defect is due to circumstances for which the client is responsible, in particular if he breaches his obligations to cooperate.

If data originating from third-party providers is used as part of the online tools, liability with regard to timeliness, completeness, accuracy and suitability is excluded, provided that the contractor was not aware of the inaccuracy or due to gross negligence or wilful failure to provide due to gross negligence or intent.

The platform's online tools only serve as a guide and are in no way a substitute for expert advice. If necessary, the client must therefore obtain expert advice before using the products. If the customer fails to do so and damage is incurred as a result, the contractor's liability for this is excluded.

Defects identified must be submitted by the client in writing by post or email by the client in writing in accordance with § 126 BGB by unequivocal description of the fault using the contact details provided above. These will be remedied by the contractor within a reasonable period of time. If it is not possible to correct the error within the period, the client may demand a reasonable reduction in the usage fee.

In addition, the legal warranty regulations apply.

9. Liability
In cases of intent or gross negligence, the contractor is liable in accordance with legal provisions. Liability for guarantees is irrespective of fault. For slight negligence, the service provider is exclusively liable in accordance with the provisions of the Product Liability Act, due to injury to life, body or health or due to the violation of essential contractual obligations. However, the claim for compensation for the slightly negligent breach of essential contractual obligations is limited to foreseeable damage typical of the contract, unless liability is due to injury to life, body or health. The service provider is liable to the same extent for the fault of vicarious agents and representatives.

The provision of the previous paragraph extends to compensation in addition to performance, compensation instead of performance and compensation due to futile expenses, irrespective of the legal basis, including liability due to defects, delay or impossibility.
Claims by third parties can only be derived from the contract concluded between contractor and client if these have been expressly agreed or result from mandatory legal regulations. Therefore, these order conditions also apply to these third parties. The contractor is also entitled to object to the third parties arising from the contractual relationship with the client.

The claim for compensation expires if an action is not filed within six months of the written rejection of compensation and the client has been informed of this consequence. This does not apply to claims for compensation that are due to intentional conduct or in the event of culpable injury to life, body or health. The right to assert the objection of limitation remains unaffected.

10. Confidentiality
Confidential information within the meaning of this agreement means all information (whether written, electronic, oral, digitally or in any other form) that is disclosed by the client to the contractor and marked as confidential. Confidential information includes, in particular, business relationships, business strategies, business plans, financial planning and personnel matters. Information that has already become public at the time of transmission to the client is considered non-confidential.

This obligation of confidentiality covers the period of the user agreement and also continues after the contractual relationship has ended. This confidentiality agreement is limited by a possible obligation on the part of the contractor to disclose the confidential information by order of a court, an order of an authority, or if there is a law.

The client undertakes to provide only the information that is necessary for the execution of the order. Confidential information must be marked separately. If this is not technically provided for, this must be done by sending a separate notification to the contractor's contact details listed under No. 1 of these general order conditions. In return, the contractor undertakes to treat all data provided by the client and the respective applications confidentially and to use only the necessary purposes for this order processing by the contractor's employees as part of order processing and ensuring technical functionality. In this respect, the client agrees to the use of this data in return. This also includes the unencrypted transmission of data by email, in particular contact details and unencrypted data as part of registration via the contact form available on the website or through automatic emails sent by the contractor.

Confidentiality also includes the transmission of data and storage of data by the contractor using external service providers.
The contractor currently uses the following external service providers to operate the platform:
STRATO AG, Pascalstraße 10, 10587 Berlin (server and email)
1blu AG, Stromstraße 1-5, 10555 Berlin (web hosting)

The contractor will take appropriate precautions to ensure confidentiality, which are suitable for ensuring this. The client also assures that it has read the privacy policy and the other information on data protection and confidentiality provided by the contractor on the homepage.

11. Termination
The duration of the respective contract corresponds to the terms specified in the product descriptions. For the 30-day products, the term expires automatically after 30 days. With a term of 12 months, the contract is automatically extended for a further 12 months unless the contract was terminated in writing with a period of 2 months before extension.

This does not affect the right to extraordinary termination, in particular if the continuation of the respective contractual relationship is unreasonable, taking into account all the circumstances of the individual case and weighing up the interests of both parties, until the agreed termination or until the expiry of the notice period. A warning is required before such termination, unless success is not to be expected or the relationship of trust is so permanently disrupted that immediate termination of the contract appears justified.

12. Applicable Law and Jurisdiction
The business relationship between the parties is governed exclusively by German law. The exclusive place of jurisdiction for all disputes arising directly or indirectly from this contract is Cottbus.

13. Contract components and written form requirement
Amendments to the contract or other legally relevant declarations relating to the contract must be made in writing to be effective. This also applies to a waiver of the written form requirement.

14. Information under the Consumer Dispute Resolution Act (§36 VSBG)
There is no obligation or willingness to participate in dispute resolution proceedings before a consumer arbitration board.