Standard Business Terms

§1 PREAMBLE

All services are carried out by ZeyOS, Inc., 720 UNIVERSITY AVE PALO ALTO, CA 94301, USA or its subsidiaries and partners (hereinafter either both entities together or each of them separately are titled as "ZEYOS") solely on the basis of these Standard Business Terms. Diverging Standard Business Terms of any client shall not apply, even if their consideration has not been expressly been refuted by ZEYOS. By concluding or initiating a contract with ZEYOS or by using one of ZEYOS’s websites (e.g. www.zeyos.com, www.zeyconnect.com) you as a natural or legal entity agree to these Standard Business Terms (SBT). These Standard Business Terms constitute the conditions of a contract between you or the organization you represent (hereinafter "Client") and ZEYOS.

ZEYOS reserves the right to supplement or change these Standard Business Terms in the future. By continuing to use the services offered by ZEYOS, you automatically accept the latest version of the Standard Business Terms of ZEYOS. In case of a change of these SBT, we will send you the latest version of the ZEYOS SBT to the e-mail address supplied by you. The notification of change is considered as received as soon as it is sent out by ZEYOS. The current version of the ZEYOS SBT is also always available on this website: http://www.zeyos.com/sbt/.


§2 DEFINITIONS

(1.) "Software Products" include computer software, application modules, media, printed material, as well as documentation. A Software Product furthermore includes all Updates, extensions and add-ons for the originally delivered or subscribed Software Product.

(2.) "Subscriptions" comprehend all hosting services, especially the renting and operation of Software Products, as well as the processing and storage of data.

(3.) An "Upgrade" describes the enrichment of an existing Software Product or Subscription with additional features and characteristics. These are in particular (i.) additional functions and application modules, (ii.) an increased number of user accounts or (iii.) an increased amount of traffic or storage. Similarly, a "Downgrade" describes the depreciation of existing features and characteristics.

(4.) An "Update" comprehends a collection of changes in order to decrease the number or errors or increase the functionality of an existing Software Product or Subscription.

(5.) "Services" enclose any services performed by ZEYOS or one of ZEYOS’s affiliates.


§2 PROVISION OF SERVICES

(1.) ZEYOS undertakes to provide the services set out in this SBT for the Client at the agreed-upon quality and deadlines.

(2.) Free-of-charge services and/or products provided by ZEYOS may be terminated at any time without prior notification. The Client cannot demand the continuing of the free-of-charge services and/or products. Also, no claims for refund or damages derive from this.

(3.) ZEYOS will prepare all offers and perform all services on the basis of a written requirement specification created by the Client. The accuracy of the offer is always dependant on the precision of the written requirement specification by the Client. ZEYOS cannot confirm any possible price or time deviations, in particular if type and scope of the respective project change during its term.

(4.) All services provided by ZEYOS require the Client's approval within four weeks from the date of full delivery. If the Client does not make a declaration of approval of the service within the four-week period, the delivered services (particularly software) will automatically be deemed approved starting from the end date of this period, without an of official declaration of approval on the part of the Client. The Client can prevent this automatic approval by notifying ZEYOS in time and in writing of any errors contradicting the approval of the services. If the Client uses individual programs in live operations within the four weeks period after delivery, the service is deemed approved in any case. Errors, if any, i.e. deviations from the performance specification agreed in writing, are to be notified to ZEYOS immediately in writing and with a detailed description by the Client in order to ensure the rectification of the error. In case of any major errors, which have been reported in writing, i.e. errors due to which commencement or continuation of live operation is not possible, a new approval becomes necessary after the repair of the errors. The Client may not refuse the approval of services (particularly software) due to minor errors.

(5.) When ordering products and services, in particular Software Products and Subscriptions, the Client confirms their awareness of the ordered programs' scope of performance by virtue of their order.

(6.) Should it become apparent, during the realization of the order, that the realization according to the performance specification is actually or legally impossible, ZEYOS will notify the Client immediately. Should the Client fail to change the performance specification accordingly or fail to establish preconditions for the realization of the order, ZEYOS may decline the realization. Should the impossibility of realization be the result of neglect or subsequent changes to the performance specification by the Client, ZEYOS has the right to withdraw from the Agreement. The Client must compensate ZEYOS for any costs and expenses incurred for this operation up to that date, as well as any dismantling costs.

(7.) The shipment of program carriers, documentation and performance specifications shall be at the expense and risk of the Client. Additional training and elucidation requested by the Client will be billed separately. Insurance will be taken out only at the written request of the Client.


§3 PRICES AND BILLING

(1.) ZEYOS is entitled to immediately charge for services provided. This also applies to partial deliveries or the realization in stages of orders that include several units or services.

(2.) Unless otherwise agreed in writing, ZEYOS are remunerated for the expenditure of work for the services provided at the following rates:
80.00 Euros plus statutory VAT per hour for technical support services;
100.00 Euros plus statutory VAT per hour for programming services;
120.00 Euros plus statutory VAT per hour for consulting services;

(3.) The services described above are defined as follows:
"Technical support services" include service and maintenance of existing ZEYOS Products, but exclude their modification or expansion;
"Programming services" include the technical implementation of new functions and the modification of a technical configuration, but exclude the planning or conception of these functions;
"Consulting services" include all services related to project planning, the analysis of business processes and the conception of new functions.

(4.) The costs for travel, per diem and overnight accommodation costs shall be invoiced separately to the Client according to the valid respective rates. Transit time is to be considered as work time.

(5.) Payment on the agreed-upon dates is an essential condition for delivery and for fulfilment of the Agreement by ZEYOS. Failure on the part of the Client to comply with the agreed payment schedule entitles ZEYOS to discontinue current work and to withdraw from the Agreement. All costs connected therewith as well as loss of profit are to be borne by the Client. In case of delayed payment, interest on payment in arrears will be charged at customary bank rates.

(6.) If a minimum term is agreed upon then the respective contract will automatically be renewed at the end of its duration for another term equal to the original contract period, unless it has been properly cancelled beforehand. The general cancellation period is three months in advance of maturity.


§4 ADJUSTMENT OF PRICES AND SERVICES

(1.) ZEYOS reserves the right to amend or discontinue running services and/or products without prior notice at any time, if there has not been agreed in writing a running time or specific deadline with the Client, and if the Client has not made any payment yet for the period after the change or discontinuation.

(2.) Prices for all running services and/or products may be changed after a notice period of 30 calendar days. Notification via e-mail or fax is deemed sufficient.

(3.) ZEYOS is not liable for damages that might result from price changes or the amendment or discontinuation of services.


§5 WARRANTY

(1.) ZEYOS guarantees that the Software Product is capable of performing the functions which are stated in the manual, provided that the Software Product is being used with the required hard- and/or software components. Minor deviations from the description of the manual justify no warranty claim.

(2.) ZEYOS does not provide any warranty for Products which are labelled or declared (a.) "pre-production", (b.) "demo", (c.) "prototype", (d.) "sample", (e.) "alpha", (f.) "beta" or (g.) "free".

(3.) Update, Upgrades and Downgrades may in some cases alter the character and functionality of the original product. Such changes give no reason for any warranty claims.

(4.) If the services provided by ZEYOS does not comply with the requirements stated in the Client’s written requirement specification, ZEYOS can rectify the shortcomings as a first step. The rectification can be chosen by ZEYOS to constitute (a.) an exchange for the damaged product, (b.) a remedy or (c.) a refund of the frees paid.

(5.) This warranty shall not apply if the Client extends or modifies services provided by ZEYOS, in particular Software Products or Subscriptions.

(6.) Should extensions or modifications of services already provided or Software Products already delivered be subject of this agreement, the warranty shall also cover the extensions or modifications. The warranty for the original service does not thereby again come into effect.

(7.) In any case, the warranty is limited to a period of no more than 12 months – for businesses pursuant to § 14 BGB (German Civil Code) – and 24 months – for consumers pursuant to § 14 BGB (German Civil Code) – starting from the date of delivery of the defective item.


§6 LIMITATION OF LIABILITY

ZEYOS is only liable for damages insofar as intent or gross negligence can be proven, within the framework of statutory regulations. Liability is excluded in case of slight negligence, insofar as no contractual obligation, the fulfilment of which determines the functioning of the contract in the first place, is violated; in this case the liability is limited to the compensation of the foreseeable and typical damage. The liability for damages from the injury of life, limb or health, and according to product liability law remains untouched by the aforementioned limitations of liability and disclaimers.


§7 COPYRIGHT

(1.) ZEYOS and their suppliers reserve the right of ownership and copyright for all products and their components, including, but not limited to, images, photos, animations, video, audio, music, texts and applets and any other included contents or services. (hereinafter "The Proprietary Information")

(2.) In case of an individual development project, ZEYOS will grant a non-exclusive, unlimited, non-transferable simple rights of use for all Proprietary Information connected with this project. The extent of this license and the Proprietary Information included in this license is defined by the original project specification created by ZEYOS.

(3.) In the process of realizing an individual development project, ZEYOS may use or develop software libraries or general components. ZEYOS may reuse such Proprietary Information in the future and will not grant any exclusive rights over such assets. Proprietary Information usually reside in a subdirectory called "lib", "res", "inc", "external" or "assets" inside the project’s source code repository.

(4.) ZEYOS may use Proprietary Information developed by third parties, such as icons, software libraries or interfaces. ZEYOS can make no guarantees regarding any licensing conditions of such components and must not violate the component’s licensing agreement.


§8 NOTE ON COMPONENTS BY OTHER MANUFACTURERS

Services provided by ZEYOS might be based on technology and components made by third-party developers. ZEYOS cannot assume liability for the fault tolerance or availability of those technologies and components or for malfunctions and failures.


§9 FINAL PROVISIONS

(1.) ZEYOS reserves any rights not expressly granted herein.

(2.) For Agreements with traders, the place of performance and court of jurisdiction for both parties is the District Court of Munich II, Germany. The Laws of the Federal Republic of Germany shall apply to all legal relationships between ZEYOS and the Client.

(3.) In case of doubt, this Agreement remains binding with respect to its remaining parts, even if individual provisions are legally ineffective or unenforceable. Invalid or unenforceable provisions are to be replaced by provisions that correspond as far as possible to the commercial purpose of the Agreement.

(4.) The Client notifies ZEYOS without delay of any change of the Client's name or designation under which they are administrated in the provider's business documents, as well as any change of address.

(5.) Any assignment of rights or transfer of obligations arising from this Agreement requires ZEYOS's written consent.

(6.) This Agreement is subject to the German law, in particular the UrhG (Copyright Act), BGB (Civil Code) and HGB (Commercial Code). The provisions of the Vienna UN Convention on Contracts for the International Sale of Goods shall not apply.

(7.) Alterations and additions to the Agreement between ZEYOS and the Client must be made in writing in order to be effective. This also applies to the written form requirement. Oral additional agreements are deemed invalid.


Last change: 2015-07-10

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