1 Object of the agreement
1.1 These software license terms and maintenance conditions (hereinafter referred to as “Terms and Conditions”) govern the conclusion, content and execution of individual contracts (hereinafter referred to as “Product Order Forms”) for the use and maintenance of standard software programs of ADTELLIGENCE GmbH, Elisabethstrasse 1, D-68165 Mannheim (hereinafter referred to as “ADTELLIGENCE”). With the present Terms and Conditions no rights of use to a specific standard software program or rights to maintenance of said programs are granted.
1.2 Terms and conditions of the End User which are contrary to or deviate from our Terms and Conditions are not recognized and their validity is contradicted. They shall only apply if and insofar as ADTELLIGENCE GmbH has expressly agreed to them in writing.
1.3 The rights of use to a contractual standard software program together with the corresponding user manual and the right to standard software maintenance are granted upon mutual signing of a Product Order Form. In case of deviations between the Product Order Form and these Terms and Conditions, the wording of the Product Order Form shall have priority.
1.4 Other services, such as advising on the selection of the standard software, installation, implementation, instruction or training, are not subject to these Terms and Conditions. When ADTELLIGENCE offers said services, they are subject to other terms and conditions and will be agreed separately in writing.
1.5 The End User is not granted a right of sale or other right of distribution on the basis of the Terms and Conditions set forth herein or on the basis of a Product Order Form concluded with reference to the Terms and Conditions set forth herein.
2 Definitions
2.1 “Standard Software” means the standard software programs from ADTELLIGENCE in addition to the corresponding user manual listed in the Product Order Form.
2.2 “System environment” describes the hardware and standard software requirements that are required for the contractual use of the standard software.
2.3 “URL” is the abbreviation for “Uniform Resource Locator” and identifies and locates a resource such as a website with the aid of the access method to be used. The restrictions on the use of the standard software refer in principle to one or several URLs and are specified in the relevant Product Order Form.
2.4 “Releases” are all generally available updates of standard software programs, which ADTELLIGENCE numbers consecutively by either increasing the number to the left or the right of the decimal point of the previous standard software version.
2.5 „Go Live“ means that the system is ready for operation and the end user can access the system. If ADTELLIGENCE asks the end user to appoint a contact person who should be holder of the account, and the end user does not do so, go live shall be deemed to have occurred one week after the request.
2.6 „Production rollout“ is the state in which the system is actively measuring and providing data.
2.7 „Server Calls“ are accesses to the server, irrespective of their kind, i.e. whether they are direct accesses, accesses via API or in any other way.
3 Scope of the rights of use to the standard software, termination and renewal of fixed-term licenses
3.1 Each Product Order Form signed by both parties upon payment of the license fees specified therein grants for a period agreed in the Product Order Form a separate license to use the standard software copies in the object code listed together with the corresponding user manual. ADTELLIGENCE thus grants the End User a non-exclusive license to use the standard software listed in the Product Order Form for the URL specified in the Product Order Form or other types of use described therein in accordance with the present Terms and Conditions. Each license for a copy of the standard software commences on the “license start” defined in the relevant Product Order Form.
3.2 The content of the Product Order Form is determined by the following in the order below:
(1) the agreements in the Product Order Form and
(2) the present Terms and Conditions.
3.3 Each copy of the standard software comprises a digital copy as well as a copy of the corresponding user manual in form of a printable PDF document. An additional printed user manual shall not be supplied.
3.4 The standard software is provided to the End User only for own internal purposes and for processing internal data of the End User. Any use extending beyond this, such as the use of standard software to provide data processing services, the supplying or making available to third persons, against payment or free of charge, of the standard software or parts thereof –even if this is done on the computers owned by the End User–, the relinquishment of control over these computers to third parties (facility management) or the installation of standard software at a third party (outsourcing), requires express, separate written agreement.
3.5 Unless expressly agreed otherwise in the Product Order Form, the use of standard software is limited to using the features of the standard software for the URL specified in the Product Order Form. The use of the standard software beyond the agreed scope (e.g. additional URLs) or for types of usage described in the Product Order Form other than specified in the relevant Product Order Form(s) shall only be permitted after both parties have signed a corresponding new Product Order Form and the relevant fees in accordance with the ADTELLIGENCE price list valid at that time have been paid. The same shall apply when the standard software –with the consent of ADTELLIGENCE– is to be used by third parties or as part of a third-party service offered to End Users. In this case, the End User agrees to ensure that all restrictions applicable to the End User are also applied to the use for the third party approved by the End User.
Paragraph 6 shall apply accordingly.
3.6 If a license for fixed-term provision of standard software is not terminated by the end of the first period or the expiry of any renewal period, the respective provision period is extended by one (1) year, the relevant license fees for the corresponding renewal period determined by the valid price list of ADTELLIGENCE after the 90th calendar day preceding the respective renewal. For each renewal period paragraphs 3.6, 3.7 and 6 apply accordingly.
3.7 Subject to any differing provisions in the Product Order Form, a fixed-term license may always only be terminated subject to a notice period of two (2) months before the expiry of the agreed duration of use. The right to extraordinary termination for good cause remains unaffected.
3.8 For ADTELLIGENCE, good cause for early termination of a fixed-term license shall be deemed to exist, in particular, if
(1) the End User repeatedly infringes upon the agreed rights of use despite being warned,
(2) the End User violates the confidentiality provisions,
(3) insolvency proceedings over the assets of the End User are initiated or rejected due a lack of sufficient assets, or
(4) the End User is in default of payment of all or part of the license fee for more than one month.
3.9 Any termination of a fixed-term license must be made in writing.
3.10 Upon expiration of a fixed-term license, regardless of cause in law, the End User is obliged to cease the use of standard software and completely delete or destroy all copies and partial copies of the standard software and to confirm the deletion or destruction vis-à-vis ADTELLIGENCE in writing. The only exception is the right to keep archive copies for internal archiving purposes as required.
4 Right to information
The End User shall keep a proper record of the use of the standard software, in particular the installation locations. The End User grants ADTELLIGENCE the right to verify whether the standard software is used in conformance with the contract and if the present Terms and Conditions as well as the Product Order Forms concluded on this basis are observed. Insofar as required for this purpose, ADTELLIGENCE may demand that the End User, at the option of ADTELLIGENCE, either grants ADTELLIGENCE or an auditor or certified accountant appointed by ADTELLIGENCE access during normal business hours to the business premises of the End User and the books, records, electronic databases relevant for this audit as well as to the computers of the End User. In this process, the End User shall fully inform ADTELLIGENCE or the third party entrusted with the audit and instruct his employees to provide information. ADTELLIGENCE shall bear the costs of the audit, unless the audit reveals a significant infringement of contract.
5 Payment terms and set-off
5.1 In case of permanent provision of the standard software, the license fees will be charged as a one-time payment unless otherwise agreed in the Product Order Form.
5.2 If the parties have agreed a fixed-term provision of the standard software, recurring license fees are payable during the entire duration of use. The respective calculation periods are stated in the respective Product Order Form.
5.3 The End User shall pay to ADTELLIGENCE the amounts stated in the relevant Product Order Form within fourteen (10) calendar days after the invoice date, plus the current statutory sales tax.
5.4 Claims of ADTELLIGENCE shall only be set off against undisputed or legally established counterclaims, unless the claims are resulting from defects or are related to project completion.
5.5 If not specified in the order form ADTELLIGENCE has the right to increase the subscription and service fees of up to 15% p.a.
5.6 If, contrary to the standard, the payment method in the order form has been adjusted from annual to shorter cycles, the subscribription fee an/or licence fee and M&S will increase by 20%, if not defined in the order form.
6 Assignment, transfer, distribution
6.1 Without the prior written consent of ADTELLIGENCE, the right of the End User to use the standard software in accordance with the present Terms and Conditions cannot be transferred, sublicensed, or otherwise assigned to any third party.
6.2 Approval of the transfer of acquired license for the permanent use of the standard software may only be denied for important reason. An important reason exists in particular if the End User is in default or in arrears with the payment of the license and maintenance fees agreed in the respective Product Order Forms at the time of sale or transfer of the rights. The consent of ADTELLIGENCE furthermore presupposes that all originals and copies of the transferred standard software were either destroyed by the End User or handed over to the transferee; exempted from this is the right of the End User to keep the necessary number of archive copies for internal archival purposes. The End User shall inform ADTELLIGENCE in writing within one (1) month after such transfer of the name of the receiving company and company address.
6.3 The transfer, sublicensing and passing on of temporary rights of use to the standard software is excluded.
7 Protection of the standard software
7.1 Without prejudice to the rights of use to the standard software granted under Section 3, ADTELLIGENCE retains all rights thereto, including all copies created by the End User. Neither by these Terms and Conditions nor by the Product Order Form shall the title to the standard software be transferred to the End User; instead, it shall always remain the property of ADTELLIGENCE. The End User’s ownership of machine-readable data carriers, data repositories and data processing equipment shall not be affected by this.
7.2 Without the prior written consent of ADTELLIGENCE, the End User shall not in whole or in part copy the standard software or have it copied, unless such reproduction is required for the contractual use described in the Product Order Form. In addition, the End User may create the required copies for backup and archive purposes. All copies must bear the same proprietary notices (e.g. copyright notice, trademark) as the original.
7.3 The right to modify, translate, process or otherwise change the standard software remains the exclusive right of ADTELLIGENCE. The End User shall only be granted the right to perform such actions necessary for the use of the standard software in accordance with its intended purpose, including the correction of defects, if ADTELLIGENCE does not offer to remedy defects at the usual market conditions or if the offered remedy of defects fails due to the same or a directly related defect. The rights of the End User under Section 69d para. 1 UrhG (Copyright Act) shall otherwise remain unaffected.
7.4 The End User shall neither by disassembly, decompilation, reverse engineering nor any other method attempt to obtain or discover the source code of the standard software. If the information necessary to achieve interoperability with an independently created computer program is not freely obtainable in another way, prior to a decompilation in accordance with Section 69e UrhG the End User shall give ADTELLIGENCE the opportunity via an appropriate request to provide the information necessary for the interaction of the relevant programs. The rights of the End User under Section 69e UrhG (Copyright Act) shall otherwise remain unaffected.
7.5 The End User agrees to neither himself nor through third parties authorized by him modify or otherwise alter the standard software without prior written permission by ADTELLIGENCE, unless the modification is required for the contractual use of the standard software described in the Product Order Form, including the necessary remedying of defects. ADTELLIGENCE is not responsible for the changes made on the basis of this clause 7.5, and disclaims any liability for the same.
7.6 The End User acknowledges that the standard software contains trade secrets of ADTELLIGENCE and that the unauthorized disclosure may cause a significant economic loss for ADTELLIGENCE. To protect these trade secrets the End User will use the licensed standard software only for personal, internal and contractual use and prevent unauthorized access and use by third parties. The End User is liable to ADTELLIGENCE for infringement of all obligations set out in paragraphs 7.1 to 7.5, unless
(1) the standard software is generally available now or at a later point in time without violation of these Terms and Conditions,
(2) trade secrets have become known to the End User prior to submitting to the confidentiality agreement and receipt of the standard software,
(3) the trade secrets or contractual standard software are disclosed by the End User with the prior written consent of an executive officer or Managing Director of ADTELLIGENCE, or
(4) the End User has obtained the trade secrets or the contractual standard software in a lawful manner from a third party without infringement of these Terms and Conditions or of accompanying duties of confidentiality.
7.7 The above provisions under 7.1 to 7.6 will survive any termination of a Product Order Form.
8 Intellectual property rights of third parties
8.1 Should the contractual use of the standard software lead to third parties asserting claims due to infringement of intellectual property rights against the End User, the claims of the End User are governed by the provisions of paragraphs 0, 0, and 11.
8.2 The End User shall
(1) immediately notify ADTELLIGENCE in writing of the assertion of a claim against him for infringement of copyrights or intellectual property rights, and
(2) permit ADTELLIGENCE to carry out all necessary defense measures and settlement negotiations, and
(3) provide ADTELLIGENCE with all reasonable assistance in the defense or settlement of the claim.
8.3 If claims have been asserted or are expected against the End User pursuant to paragraph 8.1 and if ADTELLIGENCE is liable for said claims, ADTELLIGENCE shall either
(1) obtain the right for the End User to continue using the product concerned in conformance with the contract, or
(2) as far as reasonable for the End User, modify the product or replace the product with a compatible, functionally equivalent product so that it does not cause infringement of intellectual property rights and nonetheless corresponds to the contractual use, or
(3) if neither the measures under paragraphs (1) or (2) are feasible for ADTELLIGENCE with a reasonable effort, the End User shall cease using the standard software, delete all copies listed in the Product Order Form and return the standard software to ADTELLIGENCE. In addition, ADTELLIGENCE shall reimburse the End User for the license fees paid for such standard software on a pro-rata basis for
– standard software provided permanently based on a customary utilization period of 5 years,
– standard software provided for a fixed term based on the agreed and remaining license term of termination of use.
With the withdrawal of the standard software, the End User must, at the option of ADTELLIGENCE, either return the copies of the relevant standard software listed in the Product Order Form to ADTELLIGENCE or confirm in writing their destruction/deletion.
8.4 The liability of ADTELLIGENCE for claims directed against the End User arising from alleged infringement of copyrights or intellectual property rights of third parties shall be excluded if these
(1) are based on a modification of the standard software by anyone other than ADTELLIGENCE, or
(2) are based on programs or data provided by the End User.
9 Agreed nominal quality of the standard software
The parties agree that the standard software must have the qualities documented in writing in the user manual valid at the time of signing the corresponding Product Order Form and made available to the End User as well as, if applicable, in the specifications attached to the Product Order Form. On request, ADTELLIGENCE will make available for inspection by the End User the corresponding user manual prior to signing the relevant Product Order Form.
10 Claims for defects and their limitation period in the case of permanent provision of the standard software and standard software maintenance
10.1 The limitation period regarding claims for defects in the case of a permanent provision of the standard software and standard software maintenance starts with the delivery of the standard software or the new release or workaround and is limited to (12) months if ADTELLIGENCE has not maliciously concealed or caused the defect willfully or by gross negligence or has assumed a guarantee for the relevant qualities of the standard software, or a cardinal obligation is infringed upon. Cardinal obligations are those obligations whose fulfillment enables the proper execution of the contract and the fulfillment and the observance of which the End User regularly relies upon and is entitled to rely upon. The aforementioned twelve-month period of limitation also does not apply if ADTELLIGENCE is liable under the Product Liability Act or is liable for damages arising from loss of life and injury to body or health.
10.2 The End User agrees to participate in the localization of defects. The End User will especially make available to ADTELLIGENCE verifiable documents that provide information about the nature of the defect, how it manifests, what impact it has, and under what circumstances it occurs.
10.3 Liability for material defects and defects of title are excluded if the End User or a third party within his area of responsibility has made modifications to the standard software which were not previously expressly authorized in writing by ADTELLIGENCE. Liability for material defects and defects of title shall not be excluded if the End User is able to prove that the modifications undertaken by him or third parties within his area of responsibility are in no way connected with the defect that has occurred and that such modifications do not significantly hinder analysis and remedying of the defect. This does not imply consent of ADTELLIGENCE to such modifications.
10.4 Liability for material defects and defects of title does not extend to defects caused by deviations from the operating conditions prescribed for the standard software and set forth in the supplied user manual.
10.5 In case of withdrawal from an individual contract, the End User shall agree to a setoff against the usage derived therefrom. The setoff is based on a customary duration of use of 5 years. The End User may make a deduction for the loss of use as a result of the defect which led to the withdrawal from the individual contract.
11 Claims for defects in the case of limited-term provision of the standard software
11.1 For the liability of ADTELLIGENCE for material defects and defects in title in the case of limited-term provision of the standard software, paragraphs 10.2 and 10.4 shall apply accordingly.
11.2 The parties agree that any termination by the End User due to the failure to grant use according to Section 543 BGB (German Civil Code) is only permitted if the offered remedy of the defect fails due to the same or a directly related defect.
11.3 The right to reduction in accordance with Section 536 BGB (German Civil Code) is excluded.
11.4 Liability for material defects and defects of title are excluded if the End User or a third party within his area of responsibility has made modifications to the standard software which were not previously expressly authorized in writing by ADTELLIGENCE. Liability for material defects and defects in title shall not be excluded if the End User is authorized to make modifications, especially in the case of exercising the right to remedy the defects himself pursuant to Section 536a para. 2 BGB (German Civil Code) and is able to prove that the modifications undertaken by him or third parties within his area of responsibility are in no way connected with the defect that has occurred and that such modifications do not significantly hinder analysis and remedying of the defect. This does not imply consent of ADTELLIGENCE to such modifications.
11.5 In the event of termination of the contract for important reason, the End User shall permit a pro-rata setoff for the usage derived based on the agreed license term.
12 Limitation of liability for damages and reimbursement of expenses
12.1 ADTELLIGENCE shall be liable in respect of intention, malice or gross negligence, in the absence of quality guaranteed by ADTELLIGENCE as well as damages resulting from loss of life, bodily harm or damage to the health of a person, according to the legal regulations.
12.2 In case of slight negligence ADTELLIGENCE is liable only if an essential contractual obligation (cardinal obligation, see definition in paragraph 10.1) is infringed upon.
12.3 Any further liability of ADTELLIGENCE under the Product Liability Act remains unaffected.
12.4 Any claims asserted against ADTELLIGENCE by reason of liability shall take reasonable account of contributory fault on the part of the End User, in particular in the case of inadequate reporting of defects or inadequate data protection. Inadequate data security is particularly in evidence if and when the End User has failed to take protective measures by integrating suitable state-of-the-art security measures against outside interference and in particular to guard against computer viruses and other phenomena that could jeopardize individual data or an entire database.
12.5 For a limited-term provision of standard software the strict liability of ADTELLIGENCE is excluded pursuant to Section 536a para. 1 BGB (German Civil Code) for defects which are already present at the time of concluding the contract.
13 Third-party applications
The standard software from ADTELLIGENCE may access third-party applications, especially application programming interfaces (APIs). Third-party applications are currently provided by Google, Amazon, Twitter, and Facebook. Except as may be otherwise expressly specified in a Product Order Form, ADTELLIGENCE shall not guarantee or be liable for the functionality or future availability of such third-party applications. ADTELLIGENCE expressly reserves the right to add or remove third-party applications or adapt the standard software to other third-party applications.
The provision of our services can include the use of third-party services, including, but not limited to, external providers of Large Language Models (LLMs) such as OpenAI ChatGPT, Anthropic, and others. The client acknowledges and accepts that the use of such third-party services is beyond our control, and we do not assume any liability for errors, interruptions, data loss, or other issues that can result from the use of these services.
(1) Disclaimer of Liability: The contractor assumes no liability for damages or losses resulting from the use of third-party services, including, but not limited to, Large Language Models (LLMs) provided by external providers. The client shall indemnify the contractor against any third-party claims arising from the use of these services.
(2) Additional Costs and Fees: The use of third-party services, particularly external providers of Large Language Models (LLMs) such as OpenAI ChatGPT and Anthropic, can incur additional costs. The client agrees to bear these costs, including an additional service fee of 10% of the incurred third-party fees to cover handling expenses. These additional fees will be invoiced separately to the client.
14 Standard software maintenance
14.1 For a limited-term provision of standard software the standard software maintenance is part of the standard software provision and starts and ends at the same time as the former. During the entire term of the limited-term provision the End User is thus entitled to standard software maintenance for the standard software designated in the Product Order Form without incurring an additional fee.
14.2 For a permanent provision of standard software the parties shall conclude a standard software maintenance contract at the commencement of the relevant provision of the standard software. Unless otherwise expressly stated in the Product Order Form, the standard software maintenance in these cases begins with the “license start” set forth in the Product Order Form and is concluded for a period of 1 year (maintenance period) from the commencement of the standard software maintenance. Thereafter and after each subsequent maintenance period this standard software maintenance contract is automatically renewed for another year based on the maintenance fees of the ADTELLIGENCE price list valid at the time, unless one of the parties terminates the standard software maintenance contract in writing at least 3 months before the end of the corresponding maintenance period. The relevant maintenance fees are specified in the corresponding Product Order Form and are due in advance in each case at the beginning of a maintenance period. In case of an extension of the rights of use to the licensed standard software pursuant to paragraph 3.5, the then applicable higher maintenance fees are payable at the beginning of the extension of the rights of use.
If the End User has not concluded a valid standard software maintenance contract for the standard software listed in the corresponding Product Order Form for the entire period as of the license start and if for this standard software a new standard software maintenance contract is concluded at a later date, the maintenance fee of the first maintenance period of the new standard software maintenance contract shall amount to the sum of all maintenance fees for all maintenance periods that have elapsed since the license start without a valid standard software maintenance contract (if applicable, on a pro-rata basis) plus the relevant maintenance fee valid at the beginning of the new maintenance period.
14.3 If the End User is entitled to standard software maintenance services in accordance with paragraphs 14.1 or 14.2, respectively, he shall be provided with the following services:
(1) Delivery of patches or workarounds for deviations reported by the End User from the nominal quality defined in paragraph 0 (“Error messages”) in compliance with the response times set out in paragraph 14.4;
(2) Delivery of new releases generally issued by ADTELLIGENCE as part of the standard software maintenance for the corresponding standard software;
(3) Support hotline by telephone or via other electronic services from Monday to Friday between 9:00 a.m. and 5:00 p.m. (CET), in each case excluding public holidays, at the site of ADTELLIGENCE, provided by the ADTELLIGENCE help desk.
(4) The End User shall immediately notify ADTELLIGENCE of any defects using the form prescribed by ADTELLIGENCE and also specify how the defect manifests, what impact it has, and under what circumstances it occurs. ADTELLIGENCE will then begin with the analysis and elimination of the reproducible defect in the standard software or designate a workaround for temporary bridging the defect. If the defect is due to circumstances for which the End User or any third party is responsible, the End User is obliged to reimburse the services rendered by ADTELLIGENCE for said performance in accordance with the current price list of ADTELLIGENCE.
14.4 Response times
ADTELLIGENCE will respond to the End User’s error messages taking into account the allocation of the reported error to one of the following error categories within the times specified therein:
Error category 1: A defect falling into error category 1 exists when it is impossible to use the standard software or if said use is severely restricted, and, consequently, the productive use of the standard software cannot be continued and End Users are faced with the possibility of high economic losses or damages resulting from system downtime or restricted use. This defect can also not be worked around by reasonable organizational or technical tools.
Error category 2: A defect falling into error category 2 exists when essential functions of the standard software are diminished, do not work in the intended manner and the productive use can only be continued to a limited extent regarding the affected function, without being able to work around this defect using reasonable organizational or technical tools. The adverse effects may lead to significant economic loss or damage for the end user.
Error category 3: A defect falling into error category 3 exists when the standard software can be used with minor restrictions, possibly by using reasonable organizational or technical tools, so that all essential and most other functions are usable. This results in no or only a negligible restriction on the productive use of the standard software.
The classification into the relevant error categories shall be undertaken by ADTELLIGENCE. If individual disruptions cannot be allocated to an error category, it is classified as a defect in the next lower error category.
Response times are
Error category 1: 120 minutes
Error category 2: 240 minutes
For error category 3 ADTELLIGENCE shall start remedying the error no later than during the course of the next business day.
Calculation of the respective response time commences with receipt of the error message at ADTELLIGENCE (e-mail or phone call) until a trouble ticket is issued (assignment of a unique ticket number to the End User) by ADTELLIGENCE.
Response times only apply to regular business hours from 9:00 a.m. to 5:00 p.m. (CET). In case of defects that are reported outside of these hours, the response time is calculated only from 9:00 a.m. of the next business day.
14.5 The materials or the standard software provided to the End User as part of the standard software maintenance are subject to the same terms of use and confidentiality provisions as the standard software originally provided.
14.6 The End User shall designate a contact person as well as a representative vis-à-vis ADTELLIGENCE who is exclusively entitled to use the services described under paragraph 14.3 (3). The End User shall ensure that the designated contact person is sufficiently trained so that said individual is a suitable contact for ADTELLIGENCE with regard to handling any problems that occur with the licensed standard software.
14.7 The standard software maintenance services are provided exclusively for the current release of the standard software specified in the corresponding Product Order Forms, however, for a period of at least one year after issue of the relevant release. Standard software maintenance of releases other than the specified releases of the standard software is excluded.
14.8 The End User is not entitled to standard software maintenance services on site. If the End User desires such on-site service in a particular case even though the standard software maintenance services to be provided by ADTELLIGENCE could also be rendered via remote maintenance, this on-site service shall be agreed and paid separately. Decisive in this respect is the ADTELLIGENCE price list for services valid at the time of the performance.
14.9 For the standard software maintenance services, the provisions relating to liability for material defects and defects of title under paragraphs 0 or 11 and 12, respectively, shall apply. Defects in the standard software maintenance services do not affect the agreements governing the provision of standard software.
15 Remote maintenance
15.1 ADTELLIGENCE may render the standard software maintenance services and performance of remedying of defects owed according to paragraphs 9, 10 or 11, respectively, at its discretion wholly or in part by means of remote maintenance.
15.2 The End User agrees to establish the technical requirements for the provision of standard software maintenance services by way of remote maintenance. The End User shall in particular grant ADTELLIGENCE unhindered and reasonable access to the computer system of the End User on which the software is installed for the standard software maintenance as well as supply all information and documents necessary for the maintenance. The granting of access shall be performed regularly by dial-up or log-in via Internet/VPN or other remote transmission media. If the End User fails to comply with the request of ADTELLIGENCE within a reasonable period of time or if the remote maintenance cannot be performed for reasons for which the End User is responsible, the End User is obliged to pay the additional costs incurred for services on the basis of the ADTELLIGENCE price list valid at the time of performance.
16 Data protection, authorization for the use of anonymized data, and cooperation of End User
ADTELLIGENCE shall be entitled to use and, in particular, correlate in anonymized form the data generated by the End User’s potential customers, which allow conclusions to be drawn from the navigation and search behavior of potential customers so as to improve, in the interest of the End User, ADTELLIGENCE’s standard software provided to the End User on the basis of a separate agreement. In addition, ADTELLIGENCE is permitted to use the data routed through the End User’s system for the purpose of targeting or matching or data correlation analysis exclusively in anonymized form for machine learning for the purpose of an autonomous improvement of ADTELLIGENCE’s standard software provided to the End User on the basis of a separate agreement for further research and development of said standard software. For further development and machine learning, anonymized and pseudonymized datasets are used exclusively. In the event that ADTELLIGENCE does not have separate access to the End User’s system or does not host the system for the End User, the End User shall provide the aforementioned anonymized data to ADTELLIGENCE in another way.”Standard Software” means the standard software programs from ADTELLIGENCE in addition to the corresponding user manual listed in the Product Order Form.
System event data such as reporting data will automatically be deleted 36 months after its creation.
17 Subcontractors
ADTELLIGENCE is entitled to make use of the services of third parties to fulfill its contractual obligations in connection with the performance related to a Product Order Form.
18 References
ADTELLIGENCE is allowed to mention the name, the company and the brand of the End User for reference purposes on its website and in the context of other advertisement, such as in case studies. During the contract period, the permission can only be revoked by the End User due to an important reason.
19 Data privacy
Since the software stores and processes sensitive information, ADTELLIGENCE requests the End User to maintain maximum transparency towards its site visitors. This includes providing information about the use of the software in the Privacy Policy section of the website and that an opt-out option is made available. The End User can request more information from ADTELLIGENCE, a proposal is available for the wording of the Privacy Policy. To comply with data protection, ADTELIGENCE is willing to sign commissioned data processing contracts if necessary.
20 Other provisions
20.1 These Terms and Conditions including the respective Product Order Form are a complete rendering of the agreements between the contractual parties relating to the subject of the license. Earlier arrangements relating to the same subject matter of the agreement as well as verbal ancillary agreements or commitments are not valid.
20.2 These Terms and Conditions and all Product Order Forms concluded on their basis are subject to the laws of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sales of Goods. If this law refers to foreign legal systems, said referrals shall be ineffective. Exclusive jurisdiction for all disputes arising from and in conjunction with these Terms and Conditions or any Product Order Form concluded on their basis is the registered place of business of ADTELLIGENCE.