General terms and conditions with customer information

General Terms and Conditions with customer information

Scope
Subject
Contract Conclusion
Upgrades and Modules
Remuneration
Provision of Software
Granting of Usage Rights
Cooperation Obligations of the Licensee
Rights of Third Parties and Indemnification
Warranty
Liability
Usage Data
Miscellaneous

1. Scope

1.1. These Terms and Conditions (hereinafter referred to as “T&Cs”) of exocad GmbH (hereinafter referred to as “Licensor” or “exocad”) apply to all contracts that a contractor (hereinafter referred to as “Licensee”) concludes with the Licensor regarding the software products displayed by the Licensor in his online shop (hereinafter referred to as “Software”). The inclusion of the Licensee’s own conditions is hereby objected to, unless otherwise agreed explicitly and in writing.

1.2. A contractor in these T&Cs is a natural or legal person or a partnership with legal capacity that acts to exercise its commercial or freelance professional activity in concluding a legal transaction.

1.3. In order to conclude a contract under these T&Cs, the Licensee must already own a Core Version of the Software, having acquired it from one of the approved distributors of the Licensor.

2. Subject

2.1. The subject of the contract is the provision of the Software offered by the Licensor to the Licensee in electronic form including the granting of certain usage rights which are governed in more detail in these T&Cs.

2.2. The Licensee does not acquire intellectual property of the Software. The source code of the Software is not part of the Software provided. The Software shall be supplied only in executable object code.

2.3. The respective product description in the online shop of the Licensor is definitive for the properties of the Software provided by the Licensor. (The Software Specifications can be downloaded here.) The Licensor does not owe any additional properties of the Software.

2.4. Installation is not part of the contract. The Licensor refers to the installation instructions in this regard. This applies in particular to the hardware and software environment in which the Software is used. On request, the Licensor shall offer the Licensee a free installation service for the upgrade.

2.5. Unless otherwise stated in the product description of the Licensor, the Licensee shall not receive any additional support services, such as upgrades of the Software version acquired or individual application support from the Licensor.

2.6. The Software acquired can only be used together with a valid Core Version license, which is activated using a USB Dongle. These T&Cs apply exclusively for the new Software acquired. The Core Version (and any other software) that the Licensee has acquired from one of the distributors of the Licensor is subject exclusively to the licensing conditions agreed with this distributor.

3. Contract Conclusion

3.1. The Software products described in the online shop of the Licensor do not represent binding offers on the part of the Licensor, but serve the submission of a binding offer by the Licensee.

3.2. The Licensee can submit the offer via the online order form integrated into the online shop of the Licensor. Having placed the selected Software in the virtual shopping cart and passed through the electronic order process, by clicking the button to complete the order process (“Order and Pay”), the Licensee submits a binding contractual offer related to the Software contained in the shopping cart.

3.3. The Licensor can accept the offer from the Licensee within five days by

- transmitting to the Licensor an order confirmation in written or text (fax or email) form, where receipt of the order confirmation by the Licensee is definitive, or
- by providing the ordered Software to the Licensee, where receipt by the Licensee is definitive, or
- by requesting payment from the Licensee after submission of his order.

3.4. Where more than one of the options above applies, the contract shall take effect at the point at which the first option occurs. Should the Licensor fail to accept the offer of the Licensee within the aforementioned period, this shall be considered rejection of the offer, with the consequence that the Licensee is no longer bound to his declaration of intent.

3.5. Where the payment type “PayPal Express” is selected, payment is processed by the payment services provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter referred to as “PayPal”). This is subject to the PayPal Conditions of Use, which can be seen at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full, or – where the customer does not have a PayPal account – subject to the conditions for payment without a PayPal account, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full . Should the customer select “PayPal Express” as the payment type during the online order process, he issues a payment order to PayPal by clicking the button that completes the order process. In this case, in contrast to Section 2.3, the Licensor declares his acceptance of the customer’s offer at the time at which the customer triggers the payment process by clicking the button to complete the order process.

3.6. The period for offer acceptance begins on the day after the offer is sent by the Licensee and ends at the end of the fifth day after the offer is sent.

3.7. When an offer is submitted using the Licensor’s online order form, the contract text is saved by the Licensor after contract conclusion and transmitted to the Licensee once his order has been sent in text form (e.g. email, fax or mail). The Licensor does not provide access to the contract text beyond this. Where the Licensee has set up a user account in the Licensor’s online shop before sending his order, the order data shall be archived on the Licensor’s website and can be accessed by the Licensee free of charge via his password-protected user account and upon entry of the relevant login data.

3.8. Before bindingly submitting the order via the Licensor’s online order form, the Licensee can detect potential entry errors by reading the information displayed on the screen carefully. The zoom function in the browser, which can be used to enlarge the display on the screen, is an effective technical means to improve the detection of entry errors. In the electronic order process, the Licensee can correct his entries repeatedly using the usual keyboard and mouse functions until he clicks the button that completes the order process.

3.9. German is the only language available for contract conclusion.

3.10. Order processing and contact are usually conducted via email and automated order processing. The Licensee shall ensure that the email address he enters for order processing is correct, so that the emails sent by the Licensor can be received under this address. In particular, if using spam filters, the Licensee shall ensure that all emails sent by the Licensor can be delivered.

4. Upgrades and Modules

4.1. A licensee who purchases an upgrade/software package is responsible for compliance with the legal provisions in the country where the software is used. In case of doubt please contact us via contact form.

4.2. Upgrades shall be delivered to the Licensee under an Upgrade Contract. This contract is also subject to these T&Cs and in particular Section 4, which takes precedence over the other provisions of these T&Cs. An Upgrade Contract is concluded either automatically upon purchase of a new Core Version license (Section 4.3) or through separate contract conclusion for an existing Core Version license without active Upgrade Contract (Section 4.4). The fees related to an Upgrade Contract are governed by Sections 5.10-5.12. An Upgrade Contract for a specific license always includes both the Core Version and all activated associated Modules. It is not possible to purchase individual upgrades (releases) or an Upgrade Contract for individual Modules.

4.3. When purchasing a new Core Version license, the Licensee is entitled to use available upgrades for this individual Core Version license and any activated Modules free of charge in the first year after Initial Activation of the respective Core Version license (initial term). After expiration of this initial term, the Upgrade Contract shall become fee-bearing in accordance with Section 4.5 and Sections 5.10-5.12.

4.4. At any time during the term of a Core Version license, the Licensee is also free to conclude a fee-bearing Upgrade Contract for this Core Version license (including Modules) for a specific term determined at contract conclusion (1 year). During the term of this Upgrade Contract, the Licensee is entitled to use all available upgrades.

4.5. The Upgrade Contract can be terminated by the Licensee giving notice to exocad of one (1) month to the end of the initial term (as defined in Sections 4.3 and 4.4). If the Upgrade Contract is not terminated, it is extended automatically by one (1) further year in each case and can then be terminated by the Licensee giving notice to the Licensor of one (1) month to the end of each one-year (1) term. This does not affect the right to terminate an Upgrade Contract for an important reason. An Upgrade Contract also expires automatically upon termination of the respective Core Version license in accordance with these T&Cs.

4.6. From the time of termination onwards, the Licensee is no longer entitled to receive Upgrades (this does not affect Upgrades that have already been installed/received). The Licensee is not entitled to partial reimbursement of the fees paid for the term of the Upgrade Contract in which notice of termination was given.

4.7. The Modules offered by exocad during the Contract Term can be purchased for every valid Core Version and are subject to a separate order by the Licensee. The Licensee is entitled to use the Modules purchased for the respective Core Version in accordance with the provisions of these T&Cs. The fees for such Modules apply in accordance with Sections 5.10-5.12.

4.8. Modules can only be purchased for a Core Version License if the respective Core Version license has a valid and active Upgrade Contract on the day of the order. Modules that have been activated cannot be deactivated later.

5. Remuneration

5.1. For the provision of the Software and the granting of the required usage rights, the Licensor shall receive a flat rate licensing fee, the amount of which shall depend on the respective product description.

5.2. Prices stated by the Licensor are total prices and include the statutory sales tax.

5.3. In the case of payments in countries outside the European Union, further costs may apply in individual cases. The Licensor is not liable for these costs; they shall be borne by the Licensee. These costs include, for example, costs for money transfers by banks (e.g. transfer or conversion fees).

5.4. Various payment options are available to the Licensee and are stated in the Licensor’s online shop.

5.5. Bürgel ConCheck RealTime: The payment services provider used in the webshop transmits personal data on the Licensee collected as part of this contractual relationship for the application for, execution of and termination of this business relationship, as well as data regarding non-contractual or fraudulent behavior, to CRIF Bürgel GmbH, Radlkoferstraße 2, 81373 München.

The legal basis for this transmission is Article 6 Paragraph 1 Clause b and Article 6 Paragraph 1 Clause f of the General Data Protection Regulation. Transmission on the basis of Article 6 Paragraph 1 Clause f GDPR is only permitted where this is required in order to protect the legitimate interests of the contractual partner or of third parties and where the interests or basic rights and freedoms or the affected person, which require the protection of personal data, do not prevail. Data exchange with CRIF Bürgel GmbH also serves to fulfill statutory obligations to conduct credit checks on customers (§ 505a and 506 of the German Civil Code).

CRIF Bürgel GmbH processes the data contained and also uses it for the purpose of profile formation (scoring), in order to give its contractual partners in the European Economic Area, in Switzerland and, if applicable, in further third countries (where there is an adequacy decision from the European Commission) information, such as on the assessment of creditworthiness of natural persons. Further information on the activities of CRIF Bürgel GmbH can be found in the CRIF Bürgel information sheet or online at www.crifbuergel.de/de/datenschutz.

5.6. If advance payment via bank transfer is planned, payment is due immediately after contract conclusion, unless the parties have agreed on a later deadline.

5.7. Where the payment type “PayPal” is selected, payment is processed by the payment services provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg. This is subject to the PayPal Conditions of Use, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full .

5.8. Where payment by invoice is selected, payment is processed by the payment services provider Novalnet AG, Gutenbergstr. 2, D-85737 Ismaning (hereinafter referred to as “Novalnet”). The purchase price is due once the goods have been delivered and invoiced. In this case, the purchase price is due within 14 (fourteen) days of receipt of the invoice without deduction, unless otherwise agreed. The Licensor retains the right to offer payment by invoice only up to a certain order volume and to reject this payment type where the stated order volume is exceeded. In this case, the Licensor shall inform the Licensee of such a payment limitation in his payment information in the online shop. Furthermore, where payment by invoice is selected, the Licensor retains the right to conduct a credit check and to reject this payment type where the result of this credit check is negative.

5.9. Where payment by direct debit is selected, payment is processed by the payment services provider Novalnet AG, Gutenbergstr. 2, D-85737 Ismaning (hereinafter referred to as “Novalnet”). In this case, payment is conducted by collection from the bank account of the Licensee where the Licensee has granted the Licensor a SEPA mandate in advance. The purchase price shall be debited from the bank account of the Licensee one banking day after completion of the order by Novalnet under the following creditor ID: DE53ZZZ00000004253. The period for pre-notification is reduced to one day. Where the direct debit fails due to lack of funds or provision of incorrect bank details, or where the Licensee objects to the withdrawal although he is not entitled to do so, the Licensee shall bear the fees incurred for the negative booking operation by the respective bank, where he is liable for such.

5.10. At the time of purchase, each Core Version and Module license is subject to the exocad price list applicable to Core Version and Module licenses. Each Upgrade Contract concluded automatically with the purchase of a new Core Version License (Section 4.3) is free of charge for the first year after Initial Activation. If the Upgrade Contract is not terminated in accordance with Section 4.4, it shall be extended for a fee in accordance with the price list applicable at the time that the extension comes into effect. Each Upgrade Contract concluded for a Core Version license that has already been activated (Section 4.2) is subject to the price list applicable at the time of conclusion of the Upgrade Contract.

5.11. With regard to ongoing Upgrade Contracts, the Licensor is entitled to adjust his price list during the Contract Term provided that he provides advance notice of four (4) weeks to the Licensee. In this case, the Licensor shall grant the Licensee the right to object to the adjustment of the license fees until the new fees apply. Where the Licensee does not object to the license fee adjustment, the adjustment shall be considered approved by the Licensee for the Upgrade Contracts affected. Where the Licensee objects within the term stated above, the Upgrade Contracts affected shall expire at the end of the current term in each case and cannot be extended. exocad shall inform the Licensee of this right to object, of the consequences, and of the aforementioned notice of fee adjustment. This right of objection shall not affect the right to termination of an Upgrade Contract in accordance with Section 4.5.

5.12. The license fees are due with the order of each Core Version or Module license. The fees for an Upgrade Contract are due with the conclusion of such Upgrade Contract and/or upon any respective extension date in accordance with Section 4.5. The fees will be invoiced by exocad when due. Monthly collective invoicing may be applied by exocad when deemed reasonable. The respective fees are payable by the Licensee within 14 days after receipt of the respective invoice from exocad. Any bank and transaction costs shall be borne by the Licensee.

6. Provision of Software

6.1. The Licensor shall provide the Licensee with a digital copy of the Software to download via the internet. To this end, the Licensor shall provide the Licensee with a link via email, which the Licensee can use to initiate the download of the digital copy and save the copy in a location of his choice. Alternatively, provision can take the form of sending a license key by mail or through automatic activation by the Licensor. The decision regarding this is at exocad’s discretion.

6.2. Definitive for adherence to any delivery deadlines is the time at which the software is provided and accessible online and the Licensee is informed thereof.

7. Granting of Usage Rights

7.1. On the condition that the Licensee has acquired a valid license of the basic version of the Software from a sales partner of the Licensor, has activated this license and maintains it, the Licensor shall grant the Licensee a non-exclusive, non-transferable, non-sublicensable, open-ended, limited license to install, store, load, execute, configure and display the Software on his computer with his USB Dongle (which the Licensee receives from the distributor of the basic Software); this applies exclusively for internal business processes, e.g. for the creation of tooth restorations. The license is granted as a per seat license, not as a concurrent or floating license. This means that each license is limited to one end user and one computer. In particular, the use of the Software in connection with the operation of a computer center for third parties (e.g. with remote access per TeamViewer) as well as publishing, copying (except where required in accordance with this Section), leasing, lending, or any other form of (temporary) making available of the Software to third parties (e.g. as application service providing or as desktop-as-a-service) are not permitted. The commercial distribution or provision of the Software by the Licensee is strictly prohibited. The Licensee is not entitled to transfer or grant rights granted in Section 7 to third parties and/or to legally or commercially affiliated companies (cf. §15 German Shares Act).

7.2. Except as expressly permitted hereunder, the Licensee is not entitled to make any modifications or enhancements to the Software, or to create any derivative work based on the Software or to configure the Software to create new applications or new material functionality not provided by the Software or contemplated by the relevant Performance Specifications. § 69d of the German Copyright Act (Urheberrechtsgesetz) remains unaffected.

7.3. Unless explicitly permitted in § 69e of the German Copyright Act (Urheberrechtsgesetz), the Licensee is not entitled to decompile, disassemble, reverse engineer or otherwise attempt to reconstruct or discover the source code or underlying programming sequences, methodologies and techniques of the Software.

7.4. The Licensee is forbidden to remove and/or modify any copy protection.

7.5. The Licensee undertakes to take appropriate technical and organizational measures to ensure proper use of the Software.

7.6. In accordance with § 158 Para. 1 BGB, the granting of rights shall only take effect once the Licensee has paid the fee owed in full.

7.7. Should the Licensee severely violate the agreed usage rights, the Licensor can terminate the granting of the usage rights to the Software concerned for cause. This requires the Licensor to provide a warning with an appropriate deadline, which is not met.

7.8. In the case of termination of the basic license for the Software acquired from the distributor, the licenses to the Software granted under these T&Cs shall also end.

7.9. In case of termination, the Licensee undertakes to delete all existing copies of the Software and to confirm this to the Licensor in text form.

7.10. The other statutory and contractual provisions remain unaffected.

7.11. The License of the End User shall expire automatically and immediately without further notice if (i) mandatory usage of the USB Dongle is circumvented, (ii) existing USB Dongle protection is impaired, circumvented or tampered with (e.g. by making copies of the USB Dongle, or its contained license data), (iii) the Software or the USB Dongle is used on any computer other than the computer for which the Software or USB Dongle was successfully activated, (iv) the connection between the computer where the Software is running and the License Server is blocked, circumvented, impaired or tampered with or (v) any attempt, preparation or support measure for any of the above actions is undertaken. Any potential claims of exocad regarding compensation for fictitious license fees or any further claims, including damage claims exceeding fictitious license fees, shall remain unaffected.

8. Cooperation Obligations of the Licensee

8.1. The Licensee shall inform himself about the significant functional features of the Software and shall bear the risk of whether these correspond to his needs and desires. Setting up a functional hardware and software environment for the Software that is of sufficient size given the additional load of the Software is the sole responsibility of the Licensee.

8.2. The Licensee shall follow the instructions given by the Licensor for the installation and operation of the Software.

8.3. The Licensor recommends that the Licensee take appropriate precautions in case the Software does not work properly in whole or in part (e.g. through daily data backups, error diagnosis, regular checking of data processing results) and conduct suitable data backup before installing the Software.

8.4. The Licensee undertakes to inform the Licensor immediately of any errors or glitches found in the Software.

8.5. The Licensee shall comply with all applicable regulatory requirements for the subject medical software or software module. That includes, but is not reduced to, local regulatory regulations for the operation of medical devices, and regulatory clearance status in the country of destination. Licensee shall bear all respective costs. The Licensor publishes a list of medical software applications, respective versions, and the status of according regulatory clearances, on the website of the Licensor.

9. Rights of Third Parties and Indemnification

9.1. In the event that any third party asserts a claim against the Licensee or Licensor with regard to the Software, the Licensor shall have the right but not the obligation to fight this claim off or to settle the dispute on its own costs and at its own discretion. exocad may in particular, either (i) procure for the Licensee the right to continue using the Software; (ii) replace or modify the potentially violating parts of the Software to exclude any violation of the law; (iii) reduce the scope of functionality of the Software to exclude any violation of the law; or (iv) terminate the license.

The Licensee shall inform the Licensor of any claim asserted against the Licensee by third parties and on request shall provide reasonable assistance to the Licensor in defending against such.

9.2. The Licensee shall indemnify the Licensor from all claims, costs, expenses, damage and losses (including reasonable attorney’s fees) suffered or incurred by the Licensor in connection with the use of the Software that violates the conditions of use set out in these T&Cs.

10. Warranty

10.1. Before operative use of the Software, the Licensee shall test the Software for functionality regarding the intended use.

10.2. Unless otherwise agreed, the Bug Fixes published by exocad shall be made available to the Licensee for all valid Core Version licenses free of charge (where the Licensee is entitled to receive Upgrades).

10.3. exocad assumes no liability where the Software is used outside the Intended Purpose of the Performance Specifications. exocad assumes no liability for any defects or third party claims relating to Combined Products except where such liability can be evidenced to be based on the Software itself, exactly as it was delivered by exocad to Licensees.

10.4. exocad assumes no liability for any damages incurred by the Licensee due to the Licensee’s use of IT systems which do not comply with up-to-date security standards or technical devices or computers being infected by viruses, worms, Trojan horses or other malware except where such infection can be evidenced to be based on the Software itself, exactly as it was delivered by exocad to the Licensee.

10.5. A material defect shall be applicable if the Software contains faults which cancel or significantly reduce its suitability to meet the purposes of the contract. A defect shall especially be applicable if the Software provided does not meet the functions stated in the Performance Specifications, meaning that use of the Software provided is impossible or is not insignificantly restricted. exocad explicitly advises the Licensees that it is not yet technically possible to develop complex software products which are completely free of technical problems. It is therefore agreed that the quality of the Software is not such that no defects whatsoever may occur but merely that no defects may occur which limit the usability of the Contract Software to an extent which is not insignificant. exocad does not give any explicit or implied warranty (Gewährleistung) for fitness or usability of the Software beyond its Intended Purpose. The Licensee shall not rely on any fitness or usability of the Software other than for the Intended Purpose. A defect shall also not apply if the usability of the Contract Software is impaired due to insufficient technical protection measures applied to the Licensee’s technical devices or computers or infection of those with viruses, worms, Trojan horses or other malware. exocad cannot warrant usability on insecure or infected devices. It is the sole responsibility of the Licensee to provide and maintain up-to-date and market standard IT systems and IT security measures.

10.6. All claims based on material defects whose object is not compensation for damages or reimbursement of expenses are subject to the following provisions.

10.7. In cases where defects are fraudulently concealed or where a guarantee of quality (Beschaffenheitsgarantie) has been assumed, the Licensee’s rights and the limitation period for such rights are based exclusively on the statutory provisions.

10.8. exocad is not liable for claims related to (i) the Software having been used for purposes other than the Intended Purpose, (ii) the Licensee having continued to use the Software after having been informed in writing by exocad that it should cease to do so, (iii) use of the Software with other software or hardware products, programs or data outside exocad’s specifications, (iv) alteration or modification of the Software without the modifications or alterations being carried out by exocad, (v) any natural person or legal entity other than the Licensee having used the Software in violation of the terms of this contract, (vi) defects which should have been identified by the Licensee in the course of testing the Software in accordance with Section 1.

10.9. The Licensee shall report any defects that occur immediately after their discovery in writing to exocad via contact form.

10.10. Defects which the Licensee raises with exocad shall be remedied by exocad where possible. exocad shall have the right to choose whether to remedy the defect or deliver new, non-defective software. The Licensee shall assist during this period of subsequent performance by providing the necessary information and documents and any other reasonable support.

10.11. In case exocad does not rectify by means as exocad sees fit at its own discretion (e.g. by providing an Upgrade, workaround or other assistance) a defect for which exocad is responsible and which does not only temporarily and/or immaterially impair the general ability to be used for the Intended Purpose of the Software as soon as appropriate, usually by the next scheduled Upgrade, the license fees payable by the Licensee shall be reduced during the material impairment in appropriate relation to the extent the usability is impaired. This does not affect the Licensee’s right to compensation in accordance with Section 11.

10.12. If exocad can prove that the defect in question was not one it was obliged to rectify according to the provisions of this Section, exocad can demand reimbursement at its normal rates for the time and effort expended in rectifying the defect.

10.13. Claims under this Section do not apply if the Licensee modifies or causes a third party to modify the Software without exocad’s consent, unless the Licensee can prove that the defects in question were not caused by the modifications made by the Licensee or the third party.

10.14. All claims of the Licensee against exocad in accordance with this Section shall become statute-barred after one (1) year from delivery.

10.15. The Parties agree that, under this contract, exocad does not give any guarantee for the characteristics of the products, services or goods (Beschaffenheitsgarantie oder sonstige Garantie) that could lead to unlimited liability irrespective of fault (verschuldensunabhängig) under German law. The mere use of words such as “warrant”, “ensure”, “guarantee” or similar words must not be interpreted to create such liability. Rather, such words shall be interpreted to create a binding legal obligation within the contractually agreed warranty (Gewährleistung) and liability (Haftung) provisions.

11. Liability

11.1. For claims regarding compensation for damages or reimbursement for expenses (Aufwendungsersatz), exocad shall only be liable to the Licensee in line with the following provisions. This applies to all such claims, regardless of their legal grounds, and in particular those arising as a result of breach of contract, defects or tort.

11.2. Unless expressly stipulated otherwise under compulsory legal provisions, exocad shall only be liable for negligently and intentionally incurred damages according to the following provisions.

11.3. In cases of damage, product liability claims, fraudulently concealed defects, damage to life, bodily injury or damage to health, or other cases of compulsory statutory liability caused deliberately or through gross negligence by exocad or its statutory representatives or agents, exocad’s liability shall be governed exclusively by the statutory provisions.

11.4. In cases of other damage caused by gross negligence, exocad shall only be liable where this is based on violation of a significant contractual obligation of exocad. In this case, liability is limited to the amount that exocad could have expected at the time of contract conclusion.

11.5. All claims against exocad under this Section are time-barred two (2) years after they arise.

11.6. exocad is free to raise objection for contributory negligence (Mitverschulden) of the Licensee.

12. Usage Data

12.1. By activating or using the Software, the Licensee recognizes that anonymous user statistics and USB Dongle series-specific online access information (e.g. IP addresses, PC hardware identification, driver/software versions and signatures) can be recorded in the software in order to improve the software experience, to protect software licenses, for software upgrades and for software recall inspections. In order to support the anonymity of the patient, the Licensee must work in a correctly configured environment of the Software (e.g. non-identifiable naming of patient design cases/files).

13. Final Provisions

13.1. The law of the Federal Republic of Germany to the exclusion of its provisions regarding the conflict of laws and of the United Nations Convention on Contracts for the International Sale of Goods shall apply to all legal relationships of the Parties.

13.2. The T&Cs are exhaustive in their regulation of the Licensee’s use of the Software. All prior understandings or agreements in this regard are superseded by these T&Cs. No supplements to these T&Cs have been entered into verbally. All amendments to, additions to and cancellations of contractual provisions must be made in writing, just as this requirement itself can only be rescinded in writing.

13.3. Should any provision of these T&Cs be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. The Parties shall in this case endeavor to replace the invalid provision by a legally effective provision which corresponds as far as possible to the original intention in legal and commercial terms. If the Parties have not reached an agreement on the replacement within three (3) months after the invalidity became apparent, both Parties are entitled to terminate the T&Cs with a wind-up period of three (3) further months. The same shall apply if a gap exists or arises and if other circumstances occur which are fundamental at least in the opinion of one Party for the continued existence of the T&Cs which were previously not expressly addressed in this contract.

13.4. The exclusive place of jurisdiction for all disputes arising from and in connection with this Agreement is exocad’s registered office. However, exocad is always entitled to call on the court at the registered office of the Licensee.

exocad GmbH
Dated: March 1, 2019