Terms&Conditions

21 February 2025

1. Applicability

Except as otherwise agreed, the following Terms and Conditions of Use (“Terms and Conditions”) apply to all subscriptions of the VUSE XR HUB services (the “Service”) as defined in the relevant Schedule and provided by VUSE XR GmbH (“VUSE XR)”, Germany, and its Affiliates.

2. Definitions

2.1 “Affiliate” means any legal entity to which VUSE XR GmbH or Customer is affiliated within the meaning of the German Stock Corporation Act (AktG), section 15. Any legal entity will be considered an Affiliate as long as that requirement is fulfilled.

2.2 “Authorized User” means any individual at Customer or Customer's Affiliates.

2.3 “Confidential Information" means all information which the disclosing party protects against unrestricted disclosure to others that is designated as confidential and/or internal and/or proprietary at the time of disclosure or should reasonably be understood to be confidential at the time of disclosure given the nature of the information and/or the circumstances surrounding its disclosure.

2.4“Customer Data” means any content, materials, data and personal data that Authorized Users enter into the production system of the Service or derive from its use of and store in the Service.

2.5 “Documentation” means VUSE XR’s then-current technical and functional documentation relating to the Service.

2.6 “IP Rights” (“Intellectual Property Rights”) means patents of any type or other title to or right in an invention, copyright, right of authorship, mark, design or other industrial right, and all rights to exploit or use it.

2.7 “Point of Transfer” means the router gateway of the VUSE XR’s data center.

2.8 “Schedule” means the order form or contract between VUSE XR and Customer for Services.

2.9 “Subscription Term” means the initial subscription term and if applicable any renewal subscription term of the Schedule.

2.10 “Taxes” means all transactional taxes, levies and similar charges (and any related interest and penalties) such as federal, state or local sales tax, value added tax, goods and services tax, use tax, property tax, excise tax, service tax or similar taxes.

2.11 “Usage Metric” means the standard of measurement for determining the permitted use and calculating the fees due for the Service as set forth in a Schedule.

3. Service Provisioning

3.1 VUSE XR will provide the Customer with use of the latest version of the Service with the functionality and service quality described in the Schedule and the respective documentation of the Service.

3.2 If the Customer is provided with free-of-charge Services, VUSE XR shall provide no support for this Service and has no obligation to provide any particular service level.

3.3 VUSE XR may, without being obliged to do so, modify, update or further develop the Service at any time and, in particular, adapt it due to changes in the regulatory framework and applicable laws, technical developments or to improve the cyber security, provided that VUSE XR does not materially degrade the core functionality of the Service during the Subscription Term. VUSE XR will inform Customer without undue delay about such modifications or changes. If the Customer's legitimate interests are significantly impaired by any material changes of Service qualities or functionalities, the Customer may terminate the Service with a one months’ notice period.

4. Grant of Rights, Restrictions

4.1 For the Subscription Term, VUSE XR grants to Customer a non-exclusive and non-transferable right to use the Service (including its implementation and configuration), Materials and Documentation solely for running Customer’s and its Affiliates’ internal business operations in accordance with this Terms and Conditions.

4.2 Customer may permit Authorized Users to use the Service within the contractually agreed scope described in the Schedule. Usage is limited in particular to the Usage Metrics and volumes stated in the Schedule. Access credentials for the Service may not be shared or used by more than one individual at a time but may be transferred from one individual to another if the original user is no longer permitted to use the Service. Customer is responsible for the acts and omissions of its Authorized Users, Affiliates, and Business Partners as for its own acts and omissions. Customer is otherwise not allowed to make any available to third parties.

4.3 Customer shall not:

(a) copy, translate, disassemble, decompile, make derivative works, reverse engineer or modify the Service (except as permitted by mandatory law);

(b) use the Service in breach of applicable law, in particular Customer will not enter, store or transfer any content or data on or via the Service that is unlawful or infringes any IP Rights;

(c ) circumvent or endanger the operation or security of the Service; or

(d) remove VUSE XR's copyright notices.

4.4 If (i) if there are facts indicating that the continued use of the Service is in breach of the Termes and Conditions by the Authorized Users, or a third party using their access data may result in material harm to the Service, its users, other VUSE XR customers, or the rights of third parties, in such a way that immediate action is required to avoid damages, or (ii) as required by mandatory applicable law, VUSE XR can temporarily limit or suspend Customer’s use to the Service to prevent damages.

5. Service Availability

5.1 Unless otherwise agreed, VUSE XR will maintain an average monthly system availability for the production system of the Service as defined in the Schedule (the “SLA”). In the event of VUSE XR’s breach of the applicable SLA Customer may claim a service credit as detailed in the Schedule. The credit will be applied to a future invoice for the Cloud Service or Customer may request a refund for the credit if no future invoice is due. Service credits paid will be offset against any damages claims and any claims for wasted expenditures.

5.2 In the event VUSE XR fails to meet the SLA for 6 consecutive months, or at a system availability level at the Point of Transfer of less than 95% for 3 calendar months, Customer may terminate its subscription for the affected Service with a one months’ notice period.

6.Customer Data

6.1 Customer is responsible for the Customer Data and entering it into the Service. Customer grants to VUSE XR (including its Affiliates and subcontractors) a non-exclusive right to process and use Customer Data to provide and support the Service and as set out in the Agreement (including, without limitation, preparing backup copies and performing penetration tests).

6.2 Customer will process all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws.

6.3 Customer will maintain reasonable security standards for its Authorized Users’ use of the Service. Customer will not conduct or authorize penetration tests of the Cloud Service without advance approval from VUSE XR.

6.4 Customer is solely responsible for determining the suitability of the Service for Customer’s business processes and for complying with all applicable legal provisions regarding Customer Data and its use of the Service.

6.5 During the Subscription Term, Customer can access its Customer Data at any time.

6.6 Three months after expiry of the Subscription Term, VUSE XR is entitled to delete the Customer Data remaining on servers hosting the Service, unless applicable law requires retention. Retained data is subject to the confidentiality provisions.

7. Service Fees and Taxes

7.1 Customer shall pay fees as stated in the Schedule. The recurring fee agreed in the Schedule applies for the Initial Subscription Term of the Services; the fee applicable for a Renewal Term corresponds to the fees for the preceding Initial or Renewal Term, unless VUSE XR increases the fees with two months’ notice of the fee adjustment to Customer.

7.2 The fee change is deemed to be agreed by the parties, if the Services are renewed automatically for the renewal period unless Customer, by giving written notice at least one month prior to the expiration date of the preceding contractual term, terminates the Schedule with effect from the expiration of the relevant Subscription Term.

7.3 Customer is entitled to offset only claims that are uncontested or ordered by a court of law and to withhold payment or retain possession only to secure claims that are uncontested or ordered by a court of law.

7.4 All fees are subject to applicable Taxes, which will be charged in addition to fees in the Schedule.

8. Term and Termination

8.1 Each subscription runs for the initial Subscription Term defined in the Schedule. At the end of the initial Subscription Term, it automatically renews by the renewals (Renewal Type) defined therein (each a “Renewal Term”), unless the subscription is terminated with a 3 months’ notice period by the parties.

8.2 Ordinary termination is excluded during the initial Subscription Term or any Renewal Term. Customer may terminate an Order Form by giving notice at least one month in advance of the expiration of the respective Subscription Term (initial or renewal).

8.3 The right of either party to terminate the subscription without notice for good cause remains unaffected.

8.4 Upon termination of the subscription, Customer’s right to use the Service and all VUSE XR Confidential Information will end.

9. Warranties

9.1 VUSE XR warrants, for the Subscription Term, that the Service is in conformity with the specifications of the Schedule and the Documentation and that the Service, where used by Customer as contractually agreed, does not infringe any third-party right. No-fault liability as provided in the German Civil Code, section 536a (1) Alt. 1 for any non-conformities that existed at commencement date of the subscription shall be excluded.

9.2 VUSE XR shall remedy defects in the Service by providing Customer with either a Service, that is free of defects or, at its discretion, by curing the defects or to provide a workaround as a reasonable way to avoid the effect of the defect.

9.3 Customer must give notice of defects to VUSE XR without delay and with a detailed description of the respective defects and its implications.

9.4 Customer shall inform VUSE XR without undue delay of any claims asserted against it by third parties due to the contractual use of the Service and shall grant VUSE XR all necessary powers of attorney and authorizations to defend against the claims. The Provider warrants that the software does not infringe any third-party rights.

9.5 Customer warrants that the content and data stored in or processed by the Service and its use and provision by VUSE XR does not violate applicable laws, official orders, third-party rights or agreements with third parties. The Customer shall indemnify and hold harmless VUSE XR against all damages finally awarded against VUSE XR, its Affiliates and subcontractors with respect to these claims, and against all costs and expenses related to or arising out of such claims incurred by VUSE XR.

9.6 Services provided free of charge provided “AS IS” without a warranty of any kind and VUSE XR shall only remedy any defects which it fraudulently concealed from the Customer.

10. Limitation of Liability

10.1 VUSE XR is liable in contract, tort, or otherwise for loss or frustrated expenditure subject always as follows:

(a)In cases of intent, VUSE XR’s liability extends to the full loss; in cases of gross negligence, liability is limited to the amount of foreseeable loss that would have been prevented through the exercise of due care; in cases of absence of a warranted quality, liability is limited to the amount of foreseeable loss that would have been prevented by the presence of the warranted quality.

(b)In all other cases, VUSE XR is not liable except for breach of a major obligation (Kardinalpflicht) and only – for all incidents - up to the fees paid in the contract year for the Service

(c )All claims against VUSE XR in contract, tort, or otherwise for loss or wasted anticipatory expenditure are barred after a period of one year. That period begins at the point in time specified in the German Civil Code, section 199 (1)). The foregoing provisions in this section notwithstanding, the time bar comes into effect not later than five years after the claim arises.

(d)For Services provided free of charge all liability shall be excluded.

10.2 The limitations of sections 10.1(a) through 10.1(c) will not apply to liability for intent or gross negligence, liability for personal injury, or liability under the German Product Liability Act.

11. IP-Rights

11.1 Customer may only use the Services and Documentation to the extent agreed upon. As between Customer and VUSE XR, all IP Rights therein, that are not expressly granted to Customer, are reserved to VUSE XR, their Affiliates or licensors, including without limitation, those IP Rights, which were created to address a requirement of or in collaboration with Customer.

11.2 Except as stated otherwise in the Agreement, Customer retains all rights in and related to the Customer Data as between Customer and VUSE XR.

12. Confidentiality

12.1 With respect to any Confidential Information of the disclosing party obtained prior to and in the course of the performance of the Agreement, the receiving party shall

a) maintain forever all Confidential Information in confidence, taking steps to protect the Confidential Information substantially similar to those steps that the receiving party takes to protect its own Confidential Information, which shall not be less than a reasonable standard of care;

b) disclose or reveal any Confidential Information to any third party only to the extent this is necessary to enable the receiving party to exercise its rights or perform its obligations under the Agreement, and who is under obligations of confidentiality substantially similar to those in section 11;

c) where technically feasible. retain any and all confidential, internal, or proprietary notices or legends which appear on the original and on any reproductions.

12.2 The receiving party may disclose the disclosing party's Confidential Information to the extent legally required; provided, that the receiving party required to make such a disclosure uses reasonable efforts to give the disclosing party reasonable prior notice of such required disclosure (to the extent legally permitted) and provides reasonable assistance in contesting the required disclosure, at the request and cost of the disclosing party. The receiving party shall use commercially reasonable efforts to disclose only that portion of the Confidential Information which is legally requested to be disclosed and shall request that all Confidential Information that is so disclosed is accorded confidential treatment.

12.3 The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:

a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information;

b) has become generally known or available to the public through no act or omission by the receiving party;

c) at the time of disclosure, was known to the receiving party free of confidentiality restrictions;

d) is lawfully acquired free of restriction by the receiving party from a third party having the right to furnish such Confidential Information, or

e) the disclosing party agrees in writing is free of confidentiality restrictions.

12.4 Upon the disclosing party's request, the receiving party shall promptly destroy or return the disclosing party's Confidential Information, including copies and reproductions of it, unless applicable law requires its retention. In this case, the Confidential Information shall continue to be subject to section 11.

12.5 Neither party shall use the name of the other party in publicity, advertising or similar activities without the other party’s prior written consent.

13. MISCELLANEOUS

13.1 Amendments and additions to the Agreement and any contractually relevant notices as well as notices influencing a legal relation, such as termination notices, reminders, or notices to set time limits, shall be in writing.

13.2 Without VUSE XR’s prior written consent, subject to the provisions of the German Commercial Code (HGB) section 354a respectively, Customer may not assign, delegate or otherwise transfer the service agreement (or any of its rights or obligations) to any third parties. VUSE XR may assign the Agreement to VUSE XR GmbH or any of its Affiliates.

13.3 The Agreement and any claims (including any non-contractual claims) arising out of or in connection with this Agreement will be governed by the laws of Germany.

13.4 If Customer is a merchant, a legal entity under public law, or separate fund under public law, the sole place of jurisdiction for all differences arising out of or in connection with the Agreement shall be Freiburg im Breisgau.