deepc GmbH, Blumenstraße 28, 80331 Munich, Germany (“deepc”) offers to its business partners on its website https://www.deepc.ai/ (“Website”) the possibility to enter a restricted area where the user of the Website (the “User”) can access (i) general information about deepc’s product offerings, (ii) specific information (in graphic and dashboard format) for certain categories of authorised Users in accordance with their quality (i.e. customers, distributors or suppliers) as well as (iii) interactive functionalities (“deepcOS Hub”). By registering and selecting the confirm button on the relevant Website area, the User confirms its agreement with the following terms terms and conditions for the Use of deepcOS Hub (“T&C”)
1. Conclusion and Subject of the Agreement
1.1 The Agreement shall be deemed concluded once the User has selected the respective confirmation checkbox on the Website and deepc has granted access to the deepcOS Hub.
1.2 User may print and download the T&C by using the respective functions of the used browser before accepting. deepc shall not be obliged to make the Agreement available independent of the registration process.
1.3 The Agreement shall be concluded in English.
1.4 Subject of the Agreement is the use of the deepcOS Hub by the User for accessing information and functionalities for which deepc has granted access to the relevant restricted area (the “Purpose”).
2. Restricted Use
2.1 The deepcOS Hub is an application made available to User free of charge exclusively for the Purpose. It serves exclusively to illustrate the functionality and certain performance measures of deepcOS and allows in for certain described functionalities an interaction and content upload. DEEPCOS HUB IS EXPRESSLY NOT INTENDED TO BE USED FOR MEDICAL OR DIAGNOSTIC PURPOSES AND/OR REGULATORY MATTERS AND MUST NOT BE USED BY THE USER FOR SUCH PURPOSES.
2.2 By entering into this Agreement, the User warrants that it will not use the deepcOS Hub other than in accordance with its Purpose in particular not for medical, diagnostic, regulatory or business purposes.
3. User Content
3.1 If User uploads any content to deepcOS Hub ( “User Content”), User shall be responsible for such content he uploads.
3.2 deepc shall not be obliged to review the User Content with regard to suitability, viruses, or possible infringements.
3.3 Unless otherwise agreed in a separate agreement, such as a specific license agreement, User grants deepc a non-exclusive, worldwide license for the term of the Agreement to store and process the User Content.
3.4 User shall ensure that the User Content does not infringe any statutory provisions and/or third parties’ rights, including, but not limited to, (i) intellectual property rights, (ii) personality rights, (iii) unfair competition law, (iv) data protection law, and/or (v) criminal law.
3.5 User shall ensure that the User Content does not contain any viruses or other harmful components that may affect the deepcOS Hub, deepc and/or third parties in any way.
3.6 In the event that the User infringes the obligation set out in sections 3.4 and/or 3.5 (i) deepc shall be entitled to (a) request the immediate removal of infringing content, (b) remove the infringing content itself if reasonably necessary and/or (c) terminate the Agreement with immediate effect, and (iii) the User shall indemnify and hold harmless deepc of any claims arising from this infringement.
4. Rights of Use
4.1 deepc grants User for the duration of this Agreement, a non-exclusive, non-transferable, non-sublicensable right to use the deepcOS Hub only for the Purpose in accordance with the terms of this Agreement. This right of use is territorially limited to retrievals from the country of the User's registered office.
4.2 deepc remains the sole owner or licensee of all intellectual property rights to the deepcOS Hub, including intellectual property rights to (a) underlying deepcOS Hub programs, systems, data bases, tools, runtimes, graphics, icons, and sound recordings; (b) deepc's trademarks, logos, logotypes, and work titles; and (c) tables, dashboards, statistics, data bases and graphics shown on deepcOS Hub.
4.3 User is not entitled or authorized to do the following without deepc's prior express written consent (a) accessing and using the deepcOS Hub in a manner contrary to the provisions of this Agreement and for other the the Purposes, or providing any kind of support for such uses; (b) transfer and/or sublicense any rights granted in the deepcOS Hub (or parts of it) pursuant to this section; (c) translate, adapt, arrange or otherwise modify the deepcOS Hub (or parts of it); (d) decompile, disassemble or reverse engineer the deepcOS Hub (or parts of it); (e) bypassing technical limitations; (f) commercial use of the deepcOS Hub; (g) accessing or attempting to access the source code of the deepcOS Hub; (h) extract or reuse the deepcOS Hub databases; or (i) renting, leasing or otherwise commercially disposing of the deepcOS Hub to third parties.
4.4 User shall ensure to (a) use the deepcOS Hub (or parts of it) exclusively for the Purpose; (b) use the deepcOS Hub exclusively in accordance with the provisions of this Agreement; (c) do not use the deepcOS Hub (or parts of it) in a manner that violates applicable law and/or the rights of other end users or third parties; or (d) do not take any action that impairs or disrupts the integrity or performance of the deepcOS Hub (or parts of it)
4.5 User will take reasonable precautions to ensure that the process by which User accesses and uses the deepcOS Hub does not expose User to the risk of viruses, malware, or other impairments to security with User's IT system. User shall be solely responsible for the security of its own information security system and internet access, in particular for the implementation of state-of-the-art malware and protection against any loss of data to protect its system.
4.6 User is responsible for all actions performed via its user accounts within deepcOS Hub, even if the action in question was not authorized or intended by User. User shall bear sole liability for all damages caused by the use of its user accounts by User or any third parties.
4.7 User will indemnify deepc against all claims by third parties (and the resulting legal costs) based on a breach of contractual provisions by User or in the event of a complaint a third party that the content or data provided by User infringes the intellectual property rights of others (e.g. copyrights and ancillary copyrights, patents, trademarks, company logos, etc.) or other rights (e.g. personal rights, rights to one's own image, data protection regulations, etc.) or applicable legal regulations.
4.8 deepc retains ownership in all intellectual property rights in and to the deepcOS Hub, the technology contained and any documentation. If deepcOS Hub contains third party software it remains in the ownership of the respective third party.
5. Availability
deepc shall use its best efforts to make the deepcOS Hub available to Users for an average of 95% during a calendar year. Scheduled maintenance work of which the User is informed at least one week in advance, unforeseen maintenance work not caused by deepc, and other times in which the deepcOS Hub is not available and which is not caused by deepc intentionally or with gross negligence, shall be deemed availability times.
6. Term and Termination, Account
6.1 The Agreement may be terminated by either Party at any time.
6.2 Any termination notice must be made in writing or by e-mail.
6.2 Upon termination of this Agreement User shall no longer be entitled to use the deepcOS Hub.
7. Data Protection
7.1 The Parties shall comply with all applicable data protection provisions.
7.2 User acknowledges and agrees to deepc’s website data privacy policy.
8. Warranty, Liability
8.1 Any information provided on deepcOS Hub is made available "as such" and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, accuracy, completeness or correctness.
8.2 If the deepcOS Hub has a defect, deepc shall only compensate the User for the damage resulting from the defect insofar as deepc has fraudulently concealed the defect (section 600 of the German Civil Code (Bürgerliches Gesetzbuch)). In all other respects, the User shall not be entitled to any rights for defects of the deepcOS Hub.
8.2 deepc shall be liable in accordance with the statutory provisions exclusively (i) in case of intent and gross negligence (section 599 of the German Civil Code (Bürgerliches Gesetzbuch)), (ii) if deepc has fraudulently concealed a defect (section 600 of the German Civil Code (Bürgerliches Gesetzbuch)), and (iii) in the event of slightly negligent injury to life, body or health.
8.3 The limitations of liability resulting from section 8.2 shall also apply to breaches of duty by or in favor of persons for whose fault deepc is responsible in accordance with the statutory provisions.
8.4 Liability under the Product Liability Act (if applicable) shall remain unaffected.
9. Final Provisions
9.1 The Agreement shall be governed exclusively by German law, excluding international uniform law, in particular the UN Convention on the International Sale of Goods (CISG), and excluding private international law. The exclusive place of jurisdiction for all disputes arising directly or indirectly from or in connection with this agreement or the use of the deepcOS Hub shall be Munich.
9.2 Amendments and supplements to the Agreement including this provision must be made in writing to be effective.
9.3 Should any provision of the Agreement be or become invalid, ineffective or unenforceable in whole or in part, or should a provision which is necessary in itself not be included, the validity and enforceability of all other provisions shall not be affected thereof. In place of the void, ineffective or unenforceable provision or in order to fill the loophole, a legally permissible provision shall be inserted which corresponds as far as possible to what the Parties intended or would have agreed upon in terms of the meaning and purpose of this Agreement if they had recognized the ineffectiveness or the loophole. The Parties explicitly intend that this severability clause does not result in a mere reversal of the burden of proof, but that Section 139 of the German Civil Code (Bürgerliches Gesetzbuch) is inapplicable in total.