General Terms And Conditions

1. Terms and Conditions

1. 1- These General Terms and Conditions (hereinafter: GTC) apply to all contracts concluded between us, the company ComplyMarket UG (haftungsbeschränkt), Managing Director with power of representation: Dr. Mohamed Kassem, 44 Tal, 80331 Munich, Germany, telephone: +49 (0) 1637819457, e-mail: info@complymarket.com, (hereinafter we or ComplyMarket) and you as our customer (hereinafter Customer).

2. 2- These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognise terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

3. 3- Individual agreements made with the customer in individual cases (including ancillary agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements. The customer's general terms and conditions shall not apply unless expressly agreed otherwise. ornare sem.

4. 4- All agreements made between you and us in connection with the contract arise in particular from these Terms and Conditions of Sale, our written order confirmation and our declaration of acceptance.

5. 5- The version of the GTC valid at the time of conclusion of the contract shall apply.

6. 6- These Terms and Conditions of Sale shall also apply to all future transactions with the customer, insofar as they are legal transactions of a related nature.

7. 7- ComplyMarket has the right to amend the Legal Terms at any time, provided that it notifies the Client of such amendments. The then amended Legal Terms will apply to all Contracts after receipt of the notice.

2. Subject matter of the contract

We provide information technology services and consultancy, in particular software solutions in the area of product compliance and sustainability, as well as consultancy in this area and advisory and brokerage services in the area of product compliance in the EU. We help suppliers, manufacturers and importers understand product compliance requirements and find compliant materials, components and products through an online portal that allows our customers to post materials, components and products only after we have informed them of the compliance requirements. To this end, we offer the following services in particular:

• Verification that products are EU compliant and save manufacturers and importers the effort of testing.
• Intelligent system for checking the collected evidence of conformity.
• Artificial intelligence-based system for determining product requirements.
• Consultancy services on product conformity requirements.
• Customised software solution for supply chain chemical management and chemical compliance.

3. Conclusion of contract

(1) The presentation and advertising of articles and services on our website do not constitute a binding offer to conclude a contract.

(2) By submitting an order via the website by clicking the button "order subject to payment", you place a legally binding order. You are bound to the order for a period of two (2) weeks after placing the order; your right to revoke your order, if any, remains unaffected.

(3) We will immediately confirm receipt of your order placed via our website by e-mail. Such an e-mail does not constitute a binding acceptance of the order unless, in addition to the confirmation of receipt, the acceptance is declared at the same time.

(4) In addition, a contract can also be concluded individually by offer and acceptance via e-mail, telephone or other means of communication. We submit a non-binding offer to the customer for the desired service, which the customer can accept by making a declaration to us. This constitutes an offer to conclude a contract on the part of the customer, which we can accept by means of a separate declaration.

(5) A contract is only concluded when we accept your order by means of a declaration of acceptance. With the order confirmation or in a separate e-mail, but at the latest upon delivery of the goods or performance of the service, we will send you the text of the contract consisting of the order, GTC and order confirmation on a durable data medium.

(6) The contract shall be concluded in English.

4. Time of performance

(1) Performance times stated by us shall be calculated - if expressly agreed as binding - from the date of our order confirmation, subject to prior payment of the price (except in the case of purchase on account). Dates stated unilaterally by the customer (e.g. in an order) are deemed to be requested delivery dates. This also applies if ComplyMarket does not expressly object to the delivery dates stated by the Client. Only mutually agreed delivery dates shall be deemed binding.

(2) If no capacities are available for the services at the time of the customer's order, we shall inform the customer of this immediately in the order confirmation. If the service cannot be provided on a permanent basis, we shall be free to refrain from issuing a declaration of acceptance. In this case, a contract shall not be concluded. If the service specified by the customer in the order is only temporarily unavailable, we shall also inform the customer of this immediately in the order confirmation.

(3) Binding delivery dates are automatically postponed by a reasonable grace period if:

• the customer or third parties attributable to him do not fulfil their obligations to cooperate in due time
• Other obstacles (e.g. force majeure, power failure, etc.) occur for which ComplyMarket is not responsible.

5. Execution of the contract

(1) The place of deployment of the deployed persons shall be agreed between ComplyMarket and the Client. The place of deployment is usually one of ComplyMarket's locations or at the Client's premises.

(2) Insofar as services are to be provided by ComplyMarket on the Client's premises and special regulations applicable there (e.g. access regulations, safety regulations, etc.) are to be observed, the Client is obliged to inform ComplyMarket in good time about such regulations and their content.

(3) Work on the Client's IT systems, including the analysis and rectification of errors or defects in ComplyMarket's services, shall be carried out remotely unless there are compelling reasons preventing this.

(4) ComplyMarket is entitled to use third parties for the performance of the agreed service, provided that the interests of the Client do not conflict with this.

6. Payment modalities

(1) All prices stated on our website or agreed individually are exclusive of the applicable statutory value added tax.

(2) Payments are due within 15 working days after invoicing without deduction if payment on account has been agreed. If payment is made directly via the website, it shall be due and payable immediately after the order has been placed using the payment methods offered there.

(3) In case of late payment ComplyMarket is entitled to charge default interest in the amount of 9 percentage points above the respective base interest rate and a flat fee of up to 50.00 Euro. In addition, ComplyMarket may temporarily suspend the provision of its services until payment is made in full. We will inform the Client of this without delay. The Customer's obligation to pay default interest does not preclude us from claiming further damages for default.

(4) ComplyMarket is entitled to adjust the agreed remuneration of a continuing obligation with effect vis-à-vis the Client for the first time after the expiry of the initial term. ComplyMarket will notify the Client of a change in remuneration in writing at least three months in advance. In case of an increase of the remuneration by more than 5%, the Client is entitled to terminate the respective continuing obligation with a notice period of three months after receipt of the request for increase as of the end of the current calculation period.

7. Duties to cooperate

(1) The Client is obliged to reasonably cooperate in the provision of ComplyMarket's services. The Client will create all agreed prerequisites for the provision of ComplyMarket's services in a timely manner and provide us with the necessary documents.

(2) The customer's obligations to cooperate include, but are not limited to, the following:

• The customer undertakes to name legal contact persons and to notify any changes. The legal contact person must be authorised to conclude transactions and sign legally binding documents on behalf of the Client. ComplyMarket may send all notices and information concerning ComplyMarket's services to this contact person. Upon receipt by the recipient, these statements are deemed to have been received by the Client.
• The Client shall ensure that competent and decision-making persons are available on the agreed dates to enable ComplyMarket to carry out the work.
• The Client shall provide the persons employed by ComplyMarket with suitable workplaces for on-site work. workplaces for the work on site.
• The Client grants ComplyMarket the right and the possibility to use the Client's or third party's systems and data and enables access to these on the Client's network and via remote access, insofar as this is necessary for the provision of services by ComplyMarket and there is no important reason to the contrary.
• If the provision of services requires access to and use of internal customer information, documents or other records, the customer shall provide such information, documents or records in an appropriate format.
• The Client is obliged to report faults and/or defects in ComplyMarket's services in accordance with the requirements set out in the terms and conditions for software maintenance and support.
• The customer shall familiarise himself with the essential functional features of the software and shall bear the risk that the software does not meet his requirements.
• The customer may only use the software to the customary extent specified in the service description.
• The customer is responsible for providing a functional and sufficiently dimensioned hardware and software environment. The information on the requirements for the system environment is not tailored to a specific customer and only provides a rough indication of the necessary dimensioning of the system environment for the operation of the software within the usual framework. The required resources are essentially dependent on the type and scope of the subsequent actual use of the software by the customer. It may also be necessary to update the system environment for the operation of new versions due to changed system requirements within the scope of software maintenance.
• The customer will thoroughly test the software before productive use to ensure that it is free of defects and can be used in the existing system environment.
• The customer shall take reasonable precautions in the event that the software does not work properly in whole or in part, e.g. by regularly checking the results.
• The Client shall inform ComplyMarket without delay if third parties assert property rights (e.g. copyrights or patent rights) to the Software.

8. Warranty for defects

(1) We shall be liable for defects in accordance with the statutory provisions applicable in this respect.

(2) The limitation period for any warranty claims of the Customer against ComplyMarket due to material defects is one year from the statutory commencement of the limitation period.

(3) ComplyMarket only warrants for defects in the software created by ComplyMarket. No warranty is given for defects in third party software that ComplyMarket delivers to the Client free of charge or otherwise makes available free of charge.

(4) ComplyMarket fulfils the contractual obligations with the diligence of a prudent businessman. Unless expressly agreed, we do not assume any liability for a certain success or the correctness of the information.

9. Liability

(1) Claims of the customer for damages are excluded. Excluded from this are claims for damages by the customer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty on our part, on the part of its legal representatives or vicarious agents or on the Product Liability Act. Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract. ComplyMarket does not guarantee and is expressly not liable for the accuracy or authenticity of the evidence provided by Seller. We only check their existence, not their authenticity, accuracy and completeness.

(2) In the event of a breach of material contractual obligations, we shall only be liable for the foreseeable damage typical for the contract if such damage was caused by simple negligence, unless the customer's claims for damages are based on injury to life, body or health.

(3) The restrictions of paragraphs 1 and 2 shall also apply in favour of our legal representatives and vicarious agents if claims are asserted directly against them.

(4) The limitations of liability resulting from paragraphs 1 and 2 do not apply insofar as we have fraudulently concealed the defect or have assumed a guarantee for the quality of the item. The same applies insofar as we and the customer have reached an agreement on the quality of the item. The provisions of the Product Liability Act shall remain unaffected.

(5) ComplyMarket's maximum aggregate liability in contract, tort (including negligence and breach of statutory duty) or otherwise for any breach of these Terms and Conditions or any matter arising out of or in connection with the Services to be provided by ComplyMarket - including free services - shall be limited to the amount of remuneration owed by the Client to ComplyMarket for the Services provided under the relevant Project.

10. Special conditions for suppliers/manufacturers

(1) The service:

• For suppliers of materials, components and products, the service provides the opportunity to promote their products and be reached by quality buyers.
• Provider account: ComplyMarket will set up an account for the Supplier's use of the Service on ComplyMarket.com ("Account"). The Supplier will receive a temporary password to log into the Account and is obliged to replace this password with a new password when logging in for the first time. The Supplier undertakes to keep the access data, such as login data, passwords and other data required to access the Service strictly confidential and not to disclose such data to third parties without ComplyMarket's prior written consent.
• Use of the service by the provider: The supplier is given the opportunity to promote its products and applications by posting information to the publicly searchable database of materials, components and products that is part of the service in order to generate sales leads and gain market intelligence,
• to be included in the search behaviour of potential buyers: In order for the Provider's information to be included in the Database, the Provider shall make available all information about its products and applications via the relevant functions offered as part of the Service in its account or, if another form of transmission has been agreed between the Parties, in the form and formats so agreed.
• Responsibilities of the provider: ComplyMarket does not verify the information provided by the Supplier before it is published, but reserves the right to take information offline and remove it if there are reasonable grounds to suspect that it may be inaccurate. The Supplier represents and warrants that all information provided as part of the Service, in particular information about materials, components and products and their properties, is accurate and up to date and that it will keep such information up to date during the Term. In the course of the Service, the Supplier may receive or have access to personal data from third parties, including but not limited to Buyer data. The Supplier represents and warrants (i) that it will treat any Buyer Personal Data it receives or accesses as part of the Service in accordance with its contractual obligations and applicable law and (ii) that it will only use such Personal Data for the purpose for which the Supplier received or accessed the data from ComplyMarket or the Data Subject.

(2) Rights:

• Licence: By providing data, text, logos and other images (still or moving), including but not limited to data about materials, components and products and their names, characteristics and sources (collectively, the "Data"), to ComplyMarket for use in connection with the Service, Supplier grants ComplyMarket a worldwide, perpetual, non-exclusive, transferable and sub-licensable (including through multiple tiers) licence to the Data and all rights (including but not limited to copyrights and their related rights, trademarks, design rights, database rights, patents, trade secrets, etc.), to ComplyMarket), to ComplyMarket to make the Data available to its customers for a fee or free of charge in printed and electronic form, on storage media of any kind and via communication networks (including but not limited to the Internet), via browsers and specialised software applications on desktop and mobile systems, to combine it with other data or works of ComplyMarket or third parties and to incorporate it into databases which are the sole property of ComplyMarket and/or its licensees. The Supplier represents and warrants that (i) it owns the rights granted in the Data, (ii) it is entitled to grant such rights to ComplyMarket, and (iii) the rights granted are free from third party rights and other encumbrances that may affect the use of the Data under this Licence.
• Reference to the supplier: ComplyMarket shall have the right, but no obligation to the Supplier, to publicly and privately (i) refer to the Supplier as the source of the data provided by the Supplier and (ii) refer to the Supplier and the cooperation between the parties in marketing materials, components and products (online and offline), in both cases (i) and (ii) also by using the name and trademarks of the Supplier.
• rights to databases: The Supplier has no rights to the databases created by ComplyMarket and/or its licensees, not even to the extent that these databases were created in whole or in part from the data provided by the Supplier under the contract The Supplier itself is responsible for backing up the data. There will be no surrender by ComplyMarket.

(3) Compensation:

• Supplier shall indemnify, defend and hold harmless ComplyMarket and the Buyers and their respective directors, officers and employees, including their successors, heirs and assigns, against any and all liability, damages, losses or costs, including reasonable attorneys' fees and costs, arising in connection with any third party claim arising out of or related to:
• data provided and/or published by the Supplier through the Service, or the use thereof by the Buyer, which violates any law or infringes or misuses any intellectual property right (including but not limited to copyright and its related rights, trademarks, design rights, database rights, patents, trade secrets, etc.). ) );
• Data provided and/or published by the Provider through the Service is inaccurate or misleading;
• unauthorised use of the service through the supplier's account; and
• any alleged or actual breach of the supplier's obligations under the contract.

11. Special conditions for buyers

(1) The service:

• ComplyMarket database and platform for materials, components and products: Through its internet platform ComplyMarket.com ("Service"), the core of which is a searchable database of materials, components and products, ComplyMarket helps buyers interested in materials to search, evaluate and source materials, components and products for their projects by aggregating and making available third-party data on those materials, components and products.
• Data sources: The data on the properties, applications and sources of materials, components and products displayed through the Service is provided by third parties, including suppliers. ComplyMarket does not verify this data for accuracy, but will remove it if it determines that the data is inaccurate. The source of data relating to specific materials, components and products will be displayed within the Service. If "ComplyMarket" is indicated as the source, the relevant data has been compiled by ComplyMarket from several third-party sources, in which case ComplyMarket will provide detailed information on the sources upon written request by the Buyer. Accordingly, any liability for their accuracy is excluded.
• the account of the buyer: The Buyer has the option to create an account for the Buyer's use of the Service with ComplyMarket.com ("Account"), which Account is required for the use of certain features of the Service. The Buyer undertakes to keep access data, such as login details, passwords and other data required to access the Service, strictly confidential and not to disclose such data to third parties without ComplyMarket's prior written consent.
• Use of the Service by the Buyer: The Buyer must be at least eighteen (18) years of age or older if local law requires a different minimum age for use of the Service. The Buyer may use the Service to locate, evaluate and procure materials, components and products and to learn about certain potential uses suggested by third parties, including Suppliers. However, the Buyer may not rely solely on the information provided by the Service when carrying out projects based on materials, components and products. The Buyer is solely responsible for ensuring that specific materials, components and products, are suitable and safe for the purposes or use cases intended or anticipated by the Buyer and comply with all applicable legal, regulatory and industry requirements. ComplyMarket has no ability or obligation to verify any third party information provided through the Service or to verify or analyse the Buyer's purposes.
• Responsibilities of the buyer: The Buyer shall ensure that (i) all information submitted under the Service is accurate and up to date and that it keeps such information up to date during the Term and (ii) it treats all third party personal data, including but not limited to Supplier data, received under the Service in accordance with its contractual obligations and applicable law. ComplyMarket does not verify the information provided by the Buyer, but reserves the right to take information offline and remove it if it reasonably suspects that it may be inaccurate. In such a case, ComplyMarket has the right to terminate the Buyer's use of the Service for cause and with immediate effect.

(2) Quality, availability, changes and interruptions

• The Service will be continuously updated and developed over time. ComplyMarket may change the Service without prior notice, provided that the change is reasonable taking into account the interests of the Buyer. In particular, a change is not unreasonable for the Buyer if it is necessary to adapt the Service to changed circumstances with regard to technological developments, market requirements, changes in applicable law and in the case of new features, functions or services added to the Service. Therefore, the Buyer is granted a right of use only for the current version of the Service. If a change of the Service is not reasonable for the Purchaser, the Purchaser has the right to terminate the contract with immediate effect. Further claims of the Buyer against ComplyMarket due to changes of the Service within the scope of this clause 4.2 do not exist.

12. Data protection/ Confidentiality

(1) The contracting parties undertake to keep secret all business and trade secrets or information designated as confidential which they receive or become aware of from the respective other party during the performance of the contract, also beyond the end of the contract, and to oblige the respective employees accordingly. Information and documents may not be made accessible to third parties who are not involved in the performance of the contract. The parties shall protect the subject matter of the contract as if it were their own documents worthy of protection. Each party may require the other to document the nature and scope of the organisational measures taken for this purpose.

(2) Information and documents which are generally known and accessible at the time of disclosure or which were already known to the receiving party at the time of disclosure or which were lawfully made accessible to it by third parties shall be exempt from the duty of confidentiality.

(3) The Customer is hereby informed that ComplyMarket collects, stores, processes and, if necessary, passes on to third parties its data to the extent necessary for the performance of the contract and on the basis of the provisions of data protection law (see also Data Protection Declaration).

(4) If and to the extent that the Client processes personal data on IT systems for which ComplyMarket is technically responsible, the Client must agree to the applicable data protection terms and conditions (commissioned processing) or conclude a separate contract for commissioned data processing with ComplyMarket.

(5) Unless otherwise agreed, both contractual partners may name the other as a reference contractual partner and use its logo on their website or on printed matter for marketing purposes.

13. Licensed products

In the case of contracts with IT services, in particular but not conclusively software solutions, our license conditions shall also apply.

14. Final provisions

(1) Contracts between us and the customers shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The statutory provisions on the restriction of the choice of law and the applicability of mandatory provisions remain unaffected.

(2) If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of performance and jurisdiction for all disputes arising from contractual relationships between the Customer and us is the registered office of ComplyMarket.

(3) The contract shall remain binding in its remaining parts even if individual points are legally invalid. The ineffective points shall be replaced by the statutory provisions, if any. Insofar as this would represent an unreasonable hardship for one of the contracting parties, the contract shall, however, become ineffective as a whole.

(4) All data, text, logos and other images (still or moving), including but not limited to data on materials, components and products and their names, characteristics and sources (collectively the "Data"), are the sole property of ComplyMarket, its suppliers and/or their respective licensors. The Client has no right to the databases created by ComplyMarket and/or its licensees.

License Conditions

I. Conditions For The Acquisition And Use Of Software

1. Applicability

These licence conditions apply to the permanent transfer of the software to the customer and the use thereof by the customer.

2. Scope of services

• ComplyMarket provides the Client with the Software, including the application documentation contained in the Software, subject to the terms of use set out in these Terms and in the Offer. The source code of the Software and a transfer of the same to the Client is not subject matter of the contract.
• The agreed quality of the software results exclusively from the performance description for the software contained in the offer. ComplyMarket shall not be liable for any further quality. In particular, such an obligation does not arise from other warranties of the Software in public statements by ComplyMarket, employees of ComplyMarket or distribution partners.
• Insofar as employees or distributors of ComplyMarket give guarantees prior to the conclusion of the contract, these are only deemed to be accepted by ComplyMarket if they have been confirmed by ComplyMarket's management.

3. Provision of the software

Any transfer of the Software by the Client without the consent of ComplyMarket is prohibited, unless permitted by mandatory law. In the event of a permitted transfer of the Software, the following shall apply:

• The software must be transferred in its entirety and the customer's own use of the software must cease completely. A temporary or partial transfer of the software to third parties, whether against payment or free of charge, is prohibited.
• The customer shall surrender to the third party all copies of the programme, including any existing backup copies. Any copies not handed over shall be destroyed.
• Installations of the Software at the Client's premises shall be deleted and the deletion shall be confirmed to ComplyMarket.
• The Client is obliged to inform ComplyMarket of the name and full address of the third party.
• The Client undertakes to ensure that the third party accepts the licence conditions and the agreed choice of law of ComplyMarket as well as the place of jurisdiction.
• The third party is not entitled to use and/or transfer the software to a greater extent than the customer was entitled to prior to the transfer.
• The Client undertakes to ensure that the same duties of care and information in relation to the Software apply to the third party as apply to the Client vis-à-vis ComplyMarket.
• The customer may not transfer the software to a third party if there is reasonable suspicion that the third party will violate the terms of the contract.
• If the Client violates these provisions, the Client shall be liable for all resulting damages, without prejudice to any further claims of ComplyMarket against ComplyMarket.

4. Permitted scope of use

(1) With the purchase of a licence, ComplyMarket grants the Customer a non-exclusive, simple, perpetual and non-transferable right to use the software within the scope of use specified below and in the offer.

(2) In the case of SaaS, ComplyMarket grants the Client the following during the term of the Agreement:

• The non-exclusive rights of use required for the agreed use of the software
• the non-exclusive right to install the Client Software on the required number of computers and to use it to access the functionalities of the Software via the Internet

(3) The software consists of a server component and a client component. The following applies:

• When purchasing a licence, the customer may only install the server component on the number of servers specified in the offer. Unless a specific number of servers has been agreed, installation is only permitted on one server.
• The Client may only use the Client Component for the number of natural persons, i.e. users, specified in the Offer.
• Users are created via the user administration of the software. In this case, the users must be entered by name (named-user licence model).

(4) The customer may only use the software to conduct its own internal business transactions and the internal business transactions of its group companies (affiliated companies). A group company (affiliated company) within the meaning of these provisions is any legal entity belonging to a party (subsidiary), to which a party belongs (parent company) or which belongs to the same owner as a party (sister company). For the purposes of this definition, "owned" means controlling more than 50% of the shares in an entity.

• The following is prohibited without the prior written consent of ComplyMarket:
• to make the software temporarily available to companies other than the group companies (e.g. as application service providing (ASP) or SaaS)
• The use of the software for the training of persons who are not employees of the customer or its group companies is generally prohibited.

(5) Duplication of the software is only permitted to the extent that this is necessary for use in accordance with the contract. The customer may make backup copies of the software to the extent necessary. Backup copies on portable data carriers shall be marked as such and provided with a copyright notice in favour of ComplyMarket.

(6) The Customer is not entitled to make any changes, extensions or other adaptations to the Software, unless it is permitted to do so by mandatory law. The Client is only entitled to correct errors itself or have them corrected by third parties if ComplyMarket is unwilling or unable to correct such software errors reported by the Client.

(7) The Customer is not entitled to decompile the Software unless this is permitted by mandatory law. This only applies if ComplyMarket has not provided the data required to establish interoperability with other hardware or software after a corresponding request with a reasonable period of time.

(8) If ComplyMarket makes a new version of the Software available to the Client, this new version shall also be subject to these Licence Terms. The rights of use to the older version expire with the productive use of the new version, but no later than four weeks after the first use for test purposes.

(9) Insofar as ComplyMarket provides the Client with software or performs other services for the Client that are protected by copyright or otherwise, the Client shall receive the same rights of use to which it is entitled in respect of the ComplyMarket software.

(10) The aforementioned granting of rights is subject to full payment of the agreed remuneration. The customer is entitled to use the software exclusively for test purposes for the period from provision until payment for the service.

5. Diagnostics

For operational monitoring, product improvement and error analysis, the software transmits diagnostic data to ComplyMarket via a secure connection as standard. Personal data is only transmitted in pseudonymised form (see also privacy policy).

6. Open Source Software

(1) The software consists of software created by ComplyMarket itself as well as open source software.

(2) The granting of rights by ComplyMarket to the Customer (see § 4) expressly does not include open source software. Open Source Software is provided to the Customer exclusively on the basis of and subject to the terms and conditions of the respective Open Source Licences.

7. Software protection and audit right

(1) The customer is obliged to store the software carefully in order to prevent misuse.

(2) Copyright notices, serial numbers and other features of the software serving to identify the programme may not be removed or changed. The same applies to suppression of the screen display of corresponding features.

(3) Upon request, the Client shall inform ComplyMarket of the installations and copies of the Software made by it and their whereabouts.

(4) The customer shall ensure that the software stored on data carriers, memories or other hardware is completely and permanently deleted beforehand:

• He transfers the data carriers, memory or other hardware on which the software is stored in whole or in part to third parties.
• He relinquishes direct possession of the data carriers, memory or other hardware on which the software is stored in whole or in part.

(5) ComplyMarket is entitled to remotely audit the use of the Software once a year.

(6) In exceptional cases, ComplyMarket may carry out on-site inspections if:

• The client refuses to allow remote verification
• the inspection by remote access does not provide meaningful results, or
• There is evidence that the client is in breach of contract.

(7) The Client will reasonably cooperate with ComplyMarket in carrying out the reviews. On-site reviews will be announced by ComplyMarket four weeks in advance.

(8) The costs of the inspection shall be borne by the Client if the inspection reveals use not in accordance with the contract. ComplyMarket may transfer the right of inspection to third parties.

8. Termination of the right to use the software

Upon termination of the Customer's right to use the Software, the Customer shall return the Software to ComplyMarket and delete all copies made of the Software, unless the Customer is required by law to retain them for a longer period. The Client shall convince ComplyMarket of the deletion.

II. Conditions For Software Leasing

1. Scope of application

These licence conditions apply to the permanent transfer of the software to the customer and the use thereof by the customer.

2. Scope of services

(4) ComplyMarket provides the Client with the Software, including the application documentation contained in the Software, for the agreed rental period in accordance with the terms of use set out in these Terms and in the Offer. The source code of the Software and a transfer of the same to the Client is not subject matter of the contract.

(5) The agreed quality of the software results exclusively from the performance description for the software contained in the offer. ComplyMarket shall not be liable for any further quality. In particular, such an obligation does not arise from other warranties of the Software in public statements by ComplyMarket, employees of ComplyMarket or distribution partners.

(6) Insofar as employees or distributors of ComplyMarket give guarantees prior to the conclusion of the contract, these are only deemed to be accepted by ComplyMarket if they have been confirmed by ComplyMarket's management.

(7) ComplyMarket provides software maintenance and support to the Client during the term of the contract. The scope of the services to be provided is set out in the Terms and Conditions for Software Maintenance and Support.

(8) The provisions on remedying defects set out in clause 12 of the GTC also apply to software rental. Clause 12.1 Elimination of defects in the case of licence purchase shall not apply.

3. Rights of use

The permissible scope of use by the customer and all other rights and obligations of the parties in relation to the software shall be governed by the terms and conditions for the acquisition and use of software.

4. Duties of Cooperation of the Client

The customer is obliged to regularly back up the data in his access. The data backups must be stored in such a way that it is possible to restore the backed-up data.

5. Remuneration

(1) A recurring fee is agreed for the software rental.

(2) This fee and the payment modalities (deadlines) are specified in the offer.

(3) If ComplyMarket and the Client agree on subsequent extensions of the scope of use, the remuneration shall be increased by the amount agreed for this purpose.

6. Term and termination

(1) The contract for the provision of software begins with the provision of the software and has a minimum term of twelve months. Thereafter, it shall be automatically extended by a further twelve months.

(2) The point in time at which ComplyMarket provides the Customer with a download link containing a licence key or, in the case of commissioning, the point in time at which ComplyMarket installs the software on the Customer's QA system is deemed to be the point in time at which the software is transferred to the Customer.

(3) If extensions to the scope of use of the software are agreed during a current contract, the term and notice period of the current contract shall also apply to these extensions.

(5) The right of each contracting party to extraordinary termination for good cause shall remain unaffected.

(6) The contract may only be terminated in its entirety. Partial terminations, e.g. for individual modules, apps or similar, are not permitted.

III. Conditions For Software As A Service

1. Scope of application

These terms and conditions apply to ComplyMarket's SaaS services. These include:

• Temporary transfer of the software
• Provision of the cloud servers, including the required storage space
• The technical operation of the server components of the software.

The client can thus use the functionalities of the software by means of online access via the installed client software on the client's premises.

2. Scope of services

(1) ComplyMarket grants the Client the right to use the Software via the Internet for the agreed contractual term. For this purpose, the ComplyMarket Software is installed on a server, technically operated and connected to the Internet in such a way that the Customer can access it via an encrypted connection. In addition, ComplyMarket will provide the necessary storage space for the Client's data.

(2) The client software and access data required for access and use of the software shall be made available to the customer in a timely manner.

(3) The agreed quality of the software results from the performance description contained in the offer. ComplyMarket is not liable for any further quality. In particular, such an obligation does not arise from other warranties of the Software in public statements by ComplyMarket, employees of ComplyMarket or distribution partners.

(4) Insofar as employees or distributors of ComplyMarket give guarantees prior to the conclusion of the contract, these shall only be deemed to be accepted by ComplyMarket if they have been confirmed by ComplyMarket's management.

(5) ComplyMarket provides software maintenance and support to the Client during the term of the contract. The scope of the services to be provided is set out in the Terms and Conditions for Software Maintenance and Support.

(6) ComplyMarket will perform a daily backup of the Client's data. The backup will be kept for a period of 30 days at a time.

3. Rights of use

The permissible scope of use by the customer and all other rights and obligations of the parties with regard to the software are governed by the terms and conditions for the acquisition and use of the software.

4. Availability

The availability of the system is based on the Service Level Agreement for support and hosting.

5. Duties of Cooperation of the Client

(1) The customer is obliged to create the system requirements for the provision of the SaaS services in his area. These include:

• Functionality of its Internet access including the transmission paths from and to the transfer point to the host system
• Installation of the client software required for access in its current version on sufficiently dimensioned computers

(2) The customer is responsible for protecting his access data from unauthorised access by third parties. The Client must change its access data immediately if it becomes aware that third parties have access to its access data. The Client is also obliged to inform ComplyMarket immediately if there are indications that its access data to the Software have been or are being misused by third parties.

(3) The Client is obliged to notify ComplyMarket of any disruption to the availability of the System. To the extent possible, the Client will provide details of the disruption so that ComplyMarket can investigate the cause and extent of the disruption.

6. Remuneration

(1) A recurring remuneration is agreed for SaaS.

(2) This fee and the payment modalities (deadlines) are indicated in the offer.

(3) If ComplyMarket and the Client agree on subsequent extensions of the scope of use, the remuneration shall be increased by the amount agreed for this purpose.

7. Term and termination

(2) The time of transfer of the client software and the access data to the customer shall be deemed to be the time of transfer of the software.

(3) If extensions to the scope of use of the software are agreed during a current contract, the term and notice period of the current contract shall also apply to these extensions.

(4) The contract can be terminated by either party at the earliest at the end of the minimum term with a notice period of three months.

(5) The right of each contracting party to extraordinary termination for good cause shall remain unaffected.

(6) The contract may only be terminated in its entirety. Partial terminations, e.g. for individual modules, apps or similar, are not permitted.

IV. CONDITIONS FOR SOFTWARE MAINTENANCE AND SUPPORT

Scope of application

These terms and conditions apply to the provision of software maintenance and support by ComplyMarket for the Software included in The ComplyMarket Offer.

Scope of services

(1) ComplyMarket will continue to develop the Software, fix bugs and provide the Client with new versions of the Software (minor and major releases) on a regular basis.

(2) The object of the software maintenance is always the respective current total stock of the software licensed by the customer, including any successive extensions of the licence stock.

(3) The hardware and software requirements announced with the release of ComplyMarket apply to the respective versions of the software. As the software evolves, the system requirements may be adjusted.

(4) Within the scope of the transfer of new versions of the Software, ComplyMarket is entitled to modify the Open Source Software used and to use further Open Source Software, provided that this does not or only insignificantly impair the Customer's contractually agreed possibilities of use of the Software. The newly used open source software may be subject to other open source licence conditions than those communicated at the time of the conclusion of the contract.

(5) In addition, ComplyMarket provides the Client with a support desk for support requests from Monday to Friday (except on public holidays applicable in Baden-Württemberg) between 9:00 am and 5:00 pm.

(6) The support includes:

• Answering individual application-specific and technical questions.
• Dealing with technical problems that are within the control of ComplyMarket or the Software.

(7) The support does not include:

• General management consulting and user training
• Support with the technical installation, functional set-up and operation of the software
• Enquiries about technical problems outside the control of ComplyMarket or the software, such as firewall configuration,

Management at operating system level, installation of third-party programmes

(8) The use of the support is limited to duly licensed users of the software and to the persons named as technical contacts.

(9) Unless otherwise agreed, the processing of support requests is governed by the Service Level Agreement for Support and Hosting.

3. Duties of Cooperation of the Client

(1) New versions of the software shall be made available in digital form. Unless expressly ordered, the customer undertakes to install and use the latest version of the software.

(2) The customer undertakes to carefully check whether a technical problem in his hardware or software environment can be ruled out as the cause before submitting a support request.

(3) The Client will provide ComplyMarket with all documentation and information required for support and assist ComplyMarket in further processing. This includes but is not limited to:

• Description of the fault or malfunction
• Time and duration of existence
• Number of users affected
• Description of the system and hardware environment
• Provide any other information necessary to process the request (e.g. log files, screenshots, Sankey diagrams, Umberto models, etc.).

4. Remuneration

(1) A recurring remuneration is agreed for the provision of software maintenance and support.

(2) This fee and the payment modalities (deadlines) are specified in the offer.

(3) If ComplyMarket and the Client agree on subsequent extensions of the scope of use of the Software, the remuneration shall be increased by the amount agreed for this purpose.