End User License Agreement

Preamble

We, Smart Industries GmbH, offer a software solution ("Software") for automated document extraction, data management and process automation. With the help of artificial intelligence, document workflows are automated and simplified. Data can be extracted from documents, combined or transformed as desired, and stored in a database. The databases can then be accessed when creating new documents.
This End User License Agreement ("EULA" or "Agreement") is concluded between you as a user (hereinafter referred to as "User" or "you") and Smart Industries GmbH (hereinafter referred to as "zoolo" or "we") as provider and governs the use of the Software.

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1. Subject matter of the contract

The subject of the contract is the paid use of the software zoolo for the duration of the contract period at the agreed remuneration according to our current price list communicated with you. The software is provided as a web application. The essential service component of the software is the creation, administration and maintenance of databases and the extraction of information from documents. The booked software package (number of licenses, contract period, remuneration) shall be deemed to be agreed upon in accordance with your agreement with us.

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2. Registration

In order to use the software, you must register on our website by providing your email address, name and organization.

With the successful registration you will receive a user account. You are obliged to treat your password confidentially and to take the necessary care to ensure that third parties do not have access to it. Passing on access to third parties is expressly prohibited. You are solely responsible for ensuring that your access data is not used unlawfully by third parties. As soon as you suspect that your access data has been lost, stolen or in any other way it appears that your account has been used by third parties, you are obliged to inform us immediately and to change your password.

While using the software as a web application, you are permanently logged in until you actively log out or the corresponding browser cookies are deleted. You are aware that there is a risk that third parties may access your account and all personal data stored therein, provided they have a registered terminal device at their disposal. You are also aware that a logged-in terminal device may exchange data in the background even without its active use, which may use and possibly affect your data volume. We therefore recommend that you actively log out after the end of any use.

We reserve the right to claim damages in the event that you culpably allow unauthorized third parties to use the software. In the event of unauthorized transfer of use to third parties, we may demand that you immediately provide us with all information required to assert claims against the third party.

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3. Rights of use

This agreement grants the user the revocable, simple, spatially unrestricted, non-transferable right, limited in time to the term of the agreement, to use the software for the intended purpose. Any further use requires our express written consent. This applies in particular to the duplication, distribution, processing or sublicensing of the software. This right of use refers exclusively to the current status and scope of the software provided by zoolo during the term of the contract.

The user instructs zoolo to continuously develop its services, e.g. by analyzing all data transmitted by the user with the help of algorithms. For this purpose, the user grants zoolo the right to use the data.

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4. Maintenance, support, availability

Zoolo always ensures the minimum expected availability of 99.5% of the software. Nevertheless, it may be necessary to temporarily suspend the availability of the software for maintenance purposes. We will, if possible, inform you well in advance about maintenance time windows and arrange them in such a way that the disruptions are as minimal as possible according to our Service Level Agreement(https://zoolo.io/sla).

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5. Rights and duties

You are obliged to provide correct and complete information when registering and to inform zoolo immediately of any changes to your registration data. You are not entitled to make your user account available to a third party or to use the software for purposes other than intended.

You are solely responsible for the content you create within the software and are obligated to back up the content on a regular basis. You must ensure that the content does not infringe the rights of third parties. In particular, you are responsible for ensuring that your content complies with third-party property rights (including competition, labeling, name and copyright laws) and with applicable laws. Furthermore, you undertake not to post any content that

1. contain illegal or immoral material, in particular information that incites hatred, incites to commit criminal acts or glorifies or trivializes violence, is pornographic or sexually offensive, is likely to seriously endanger the morals of children or adolescents, contains pornographic or obscene material, or

Are likely to deny, insult, threaten, defame or violate the personal rights of others.

We may partially or completely block your access to the Software if you violate your contractual obligations.

Upon termination of the contract, all content may be deleted by us. You will no longer have access to the content after the termination of the user contract.

zoolo and its vicarious agents are to be indemnified in full and upon first request against all claims of third parties and any costs which are based on a use of the Software by you in violation of the law and/or the contract or which occur with your approval or which result in particular from data protection law, copyright law or other legal disputes which are connected with the use of the Software by you. If you recognize or must recognize that such a violation is imminent, you are obliged to inform zoolo immediately.

6. Term and termination

This contract begins with the signing by both parties, unless otherwise agreed. The contract duration results from the booked package.

The contract is automatically renewed for the agreed period unless written notice of termination is given 1 month prior to expiration.

The right to extraordinary termination for good cause shall remain unaffected. Good cause shall exist in particular if the other party persistently breaches material contractual obligations and fails to remedy the breach within the specified period despite a warning with a reasonable deadline, or if the other party suffers a material deterioration in its financial position or its financial position is at risk.

Cancellations must be made in writing.

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7. Compensation

The remuneration for the use of the software results from the agreement in the booked package.

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8. Liability

In accordance with the statutory provisions, zoolo is liable for damages resulting from injury to life, body or health that are based on an intentional or negligent breach of duty as well as for other damages that are based on an intentional or grossly negligent breach of duty as well as malice. In addition, zoolo is liable for damages covered by liability under mandatory statutory provisions, such as the Product Liability Act, as well as in the case of the assumption of guarantees.

zoolo is liable for such damages which are not covered by point 8 paragraph 1 and which are caused by simple or slight negligence, as far as this negligence concerns the violation of contractual obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and on whose compliance you may regularly rely (so-called cardinal obligations). In this case, zoolo's liability is limited to the foreseeable damages typical for the contract.

The above provisions shall also apply in favor of zoolo's employees, representatives and vicarious agents.

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9. Publicity

Unless otherwise stated, zoolo may use the company name and your logo to identify you as a zoolo customer on zoolo's website and other marketing materials.

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10. Data protection

Both contractual partners are obliged to comply with the statutory data protection provisions, in particular the General Data Protection Regulation (DSGVO), in order to protect personal data.

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11. Final provisions

The relations between the parties shall be governed by the law applicable in the Federal Republic of Germany to the exclusion of all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. The contractual language is German.

We are entitled to transfer all rights and obligations falling within the scope of this EULA in whole or in part to a third party with discharging effect. You hereby already agree to such a transfer of contract. In the event that we make use of this transfer option, you shall be entitled to terminate your contract without notice.

The exclusive place of jurisdiction for all disputes arising from this contract is zoolo's place of business.

All amendments or supplements to the EULA must be made in writing. The written form requirement shall also apply to the waiver of the written form requirement itself.

You are not entitled to set off claims against claims of zoolo, unless these are legally established or undisputed.

If any provision of the EULA is invalid (e.g. illegal or otherwise unenforceable), such invalidity shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a mutually agreed legally valid provision that has a similar and valid economic and legal effect. The same applies to any gaps or omissions in the EULA.

zoolo is a product of Smart Industries GmbH
Brienner Str. 56
80333 Munich
Germany

Phone: +49 89 / 210 936 52
Email: info@zoolo.io
Internet: https://zoolo.io