SOFTWARE LICENSE AGREEMENT
Provider
Splitbot GmbH, Seelandstr. 1 Geb. 6, 23569 Lübeck, represented by the managing directors: Tadeusz Nikitin and Carolina Wehrmann
1. PREAMBLE
The Provider aims to support its customers in process optimization and automation. To this end, the Provider has developed the software product “Kosmo”. “Kosmo” is an artificial intelligence-based software product that serves as a chatbot.
Kosmo is intended to eliminate time-consuming searches and make all internal information accessible in one place. Kosmo supports the customer in daily tasks by answering questions. As a basis for this, the customer can connect Kosmo to various information sources, such as PDF files, websites, or knowledge databases (via API). The customer segments for “Kosmo” include administrations (such as associations and public municipalities), liberal professions (such as law firms, tax consulting firms, real estate agents), small businesses, and trades (such as small car repair shops, painting businesses). The use of Splitbot is exclusively aimed at entrepreneurs within the meaning of § 14 BGB.
The customer is willing and ready to take a step towards the digitalization of business processes and has decided to use “Kosmo” as part of this.
Against this background, the contracting parties conclude the
2. SUBJECT MATTER OF THE AGREEMENT
(1) The subject matter of the agreement is the remunerated grant of the right to use the software product “Kosmo” (hereinafter “Software” or “Kosmo”), limited to the duration of the agreement, including user documentation.
(2) The scope of application and the specific functional scope of the Software, as well as the technical and organizational requirements for its use (e.g., the required bandwidth of the remote data connection), are further defined in Annex 1 (“Software Specifications”).
(3) The specific functional scope of the Software and the scope of services provided by the Provider differ depending on the model chosen by the customer. The models are described on the website www.splitbot.de before the conclusion of the agreement and may be supplemented by offers. The model contents shall become part of this agreement.
(4) The customer’s access to the internet is not part of this contractual relationship. The customer bears sole responsibility for the functionality of their internet access, including transmission paths, as well as the functionality of their own computer and the servers on which Kosmo is operated.
(5) The provision of storage space is not subject to this agreement and depends on the model chosen.
(6) The use of the Software is exclusively intended for entrepreneurs within the meaning of § 14 BGB. The agreement therefore expressly does not apply to consumers within the meaning of § 13 BGB.
3. RIGHTS AND OBLIGATIONS OF THE PROVIDER
(1) The Software will not be physically transferred to the customer.
(2) The Provider shall provide the customer with access to the Software for the duration of this agreement for use via a browser over the internet or via an app. The Provider shall make the user documentation available to the customer in the form of FAQs and videos at www.docs.splitbot.de.
(3) Customization or extension of the Software tailored to the specific needs of the customer is not owed; however, it can be agreed upon separately.
(4) The Provider is free to provide a more current version of the Software than the one made available for use at the start of the agreement. The Provider shall notify the customer of the changes in good time before their implementation. The customer has no claim to a newer version than the originally provided and agreed-upon version of the Software.
(5) If the Provider has developed significant new features or upgrades for the Software, it will offer them to the customer, informing them of the associated additional costs.
(6) The Provider is entitled to discontinue older versions of the Software. Any backward compatibility is not owed.
(7) The Provider will make the Software available at the agreed router output of the data center where the server is located (“transfer point”). The Software remains on the Provider’s server. The Provider is entitled to redefine the transfer point if this is necessary for smooth access to the services owed by it. The customer’s obligations to cooperate according to Section 6 (Customer’s Obligations to Cooperate) also apply to the newly defined transfer point.
(8) The Provider will take measures in accordance with recognized technical standards to protect the customer’s data from loss and to prevent unauthorized third-party access to the customer’s data. However, the Provider assumes no safekeeping or custodial duties regarding the customer’s data. The customer is responsible for adequately securing this data.
(9) The access data required for the use of the Software for identification and authentication must be transmitted to the customer.
4. RIGHTS AND OBLIGATIONS OF THE CUSTOMER
(1) The customer shall set up the app on their end devices independently, unless the contracting parties have agreed otherwise.
(2) The customer must protect and store the access data transmitted to them for identification and authentication from third-party access in accordance with the state of the art and also obliges their employees to comply with this duty. The customer will ensure that use occurs only to the extent contractually agreed. Unauthorized access must be reported to the Provider without delay.
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Splitbot GmbH
Seelandstr. 1 Geb. 6, 23569 Lübeck
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(3) The customer is obliged not to provide any data for the Software whose use violates applicable law, official orders, third-party rights, or agreements with third parties.
(4) Before providing data to Kosmo and processing it with the Software, the customer will check the data for viruses or other harmful components and will use state-of-the-art measures for this purpose (e.g., antivirus programs). On their own end devices (computers, tablets, smartphones), they will use an up-to-date version of an antivirus program.
(5) The customer is responsible for regularly performing adequate data backups.
(6) The customer undertakes to establish and maintain the necessary remote data connection between the transfer point defined by the Provider and the customer’s IT system for the use of the Software and the associated service offerings.
(7) The contractual use of the Software requires that the hardware and software used by the customer, including workstations, routers, data communication means, etc., comply with the minimum technical requirements for the use of the Software (cf. Annex 1). The configuration of the customer’s IT system required for the use of the Software is the customer’s responsibility; however, the Provider offers to support them in this for a fee based on a separate agreement.
(8) If the Provider discontinues older versions of the Software in accordance with Section 2 Para. 6, the customer is obliged to update the Software they use to the current version at the time of discontinuation.
(9) The customer remains the owner of the data stored on the Provider’s servers or the servers of a data center commissioned by the Provider and can demand their return at any time.
5. GRANT OF RIGHTS
(1) Rights to the Software. The customer receives a simple (non-exclusive), non-sublicensable, and non-transferable right, limited to the duration of the agreement, to use the current version of the Software for the contractually defined scope of services according to the respective booked model, by accessing it via the internet using a browser in accordance with the contractual provisions. The customer may only use the Software within the scope of their own business activities through their own personnel. The customer is not permitted any further use of the Software. If the Provider discontinues the operation of older versions of the Software in accordance with Section 2 Para. 6 of this agreement, the usage rights granted to the customer for the Software shall also expire to that extent.
(2) Rights to customer data. To the extent necessary for the contractual use of the Software,
a) the customer shall grant the Provider the right to read, reproduce, edit, capture the content of
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and analyze, as well as categorize and store the data stored by the Provider for the customer in a disaster recovery data center for data backup purposes.
b) the Provider is permitted to make changes to the structure of the data and the data format; the same applies to the elimination of disruptions.
c) the Provider is permitted, for the purpose of AI-supported processing and editing of the data, to read the content of the data and to process and edit it for analysis, training, and evaluation purposes, as well as to edit the metadata of the customer’s data.
6. SUPPORT
The Provider sets up a support service for customer inquiries regarding Software functions. Inquiries can be made via the support hotline specified on the Provider’s website (www.splitbot.de) during the times indicated there or by email. Inquiries will be processed in the order of their receipt.
7. CUSTOMER’S OBLIGATIONS TO COOPERATE
(1) When describing, narrowing down, identifying, and reporting disruptions, the customer must follow the instructions provided by the Provider. If necessary, the customer must use the Provider’s checklists.
(2) The customer must specify their disruption reports and questions as precisely as possible. For this purpose, they must, if necessary, rely on competent employees.
8. REMUNERATION
(1) For each commenced calendar month, the customer shall pay the Provider the flat fee for the model chosen by the customer. The specific remuneration results from the model description, which can be viewed on the website www.splitbot.de, or from the specific offer.
(2) The remuneration is calculated in monthly increments and is due in advance on the first (1st) business day of each calendar month.
(3) Invoicing takes place monthly. The customer will authorize the Provider to collect the remuneration via direct debit and ensure sufficient funds in their bank account.
(4) All prices are exclusive of the respective applicable statutory value-added tax.
(5) The Provider reserves the right to adjust the prices of the models. Likewise, the Provider is entitled to make price adjustments when the scope of services is expanded within the framework of new major versions of the Software for the respective model.
(6) The Provider shall inform the customer of changes to the remuneration four weeks before the change takes effect, in electronic form or text form, with a reference to the right of termination according to sentence 2. If the increase in remuneration is more than 10%, the customer may extraordinarily terminate the contractual relationship.
9. SERVICE LEVEL AGREEMENT (SLA)
The following provisions regulate the availability of the Software as well as response and resolution times. The client’s working hours are defined as follows: Monday to Friday, from 8 AM to 4 PM each day.
9.1. AVAILABILITY
(1) The contractor guarantees an availability of the IT services agreed in the main contract of 90% (“Availability”) per month.
(2) The period during which the contractor offers the client the owed IT services is 24/7 (“agreed availability time”).
(3) The period from the occurrence of IT service unavailability within the agreed availability time until the end of the unavailability is defined as unplanned downtime (“unplanned downtime”). When determining availability or the availability rate, such downtimes are not taken into account if they
a) are not attributable to the contractor, in particular impairments based on failures and/or malfunctions of technical systems and/or network components outside the contractor’s area of responsibility; in particular
– failures caused by incoming IT attacks. This does not apply if the contractor is obliged to use antivirus programs and these did not comply with the state of the art at the time of the IT attack;
– failures caused by improper use of software or hardware by the client;
b) are maintenance work agreed with the client or unforeseeably necessary and not attributable to the contractor.
(4) By agreement, the contractor performs maintenance work on weekends or on weekdays from 4 PM onwards.
(5) The client is obliged to immediately notify the contractor’s contact person of any recognizable disruptions to IT services, availability restrictions, or availability failures.
9.2. RESPONSE AND RESOLUTION TIMES
(1) The contractor will eliminate disruptions to IT services, availability restrictions, or availability failures occurring during the term of the main contract based on the following regulations.
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Splitbot GmbH
Seelandstr. 1 Geb. 6, 23569 Lübeck
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(2) Occurring disruptions are divided by the client, at their reasonable discretion and considering the contractor’s interests, into the following categories:
a) Critical errors: Disruptions that cause a failure of the entire Software or essential parts thereof, making its use completely or almost completely impossible. The impairment of the client’s operational processes is so significant that immediate remedy is indispensable.
b) Important errors: Disruptions that impair Software use to such an extent that meaningful Software use is not possible or only with disproportionate effort.
c) Simple errors: Other disruptions that do not impair Software use or only insignificantly.
(3) The contractor responds to a disruption report from the client within the following response times (“Response Time”):
a) For critical errors: Within one hour of receiving the report,
b) For important errors: Within two hours of receiving the report,
c) For simple errors: Within one business day of receiving the report,
(4) The response time begins upon receipt of the client’s report by the contractor, provided it is received within the contractor’s working hours defined in Section 9; otherwise, the period begins at the start of the defined working hours of the next business day. Business days are Monday to Friday. The response time is met by the contractor if they inform the client of their initial assessment for problem resolution within the period specified in Para. 3.
(5) The contractor will inform the client of an estimated timeframe within which the disruption will be resolved. However, the advised timeframe is not binding.
(6) It is at the contractor’s dutiful discretion which means they use to resolve a disruption. Should the contractor determine that they cannot successfully resolve the disruption within the advised timeframe, they must immediately inform the client of the additional time required for disruption resolution.
9.3. PROVISION OF A HOTLINE
(1) The contractor supports and advises the client regarding disruption resolution by telephone or other means of remote communication.
By Phone: 0451 599 830 90
By Email: support@splitbot.de
(2) The hotline is available to the client from Monday to Friday (excluding public holidays at the contractor’s registered office) between 8:00 AM and 4:00 PM. During this time window, the contractor will also answer client inquiries received by email.
(3) For each client inquiry, the contractor assigns a processing number (“Ticket”). For this purpose, the contractor uses an electronic
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ticketing system that allows for continuous traceability of the processing status of the tickets.
(4) The client must always report non-compliance with availability to the contractor via the contact options listed in Para. 1. The client must describe the problems as precisely as possible.
9.4. REMUNERATION
(1) Compliance with the Service Levels defined in this section (Section 9) will not be remunerated separately.
(2) In individual cases, the Provider may invoice the customer for IT services rendered if the customer has reported a disruption and the reported disruption occurred outside the Provider’s area of responsibility. This does not apply if the customer, when exercising the required diligence, could not have recognized that the disruption did not occur within the Provider’s area of responsibility. The Provider is entitled to commission third parties from its own corporate group to provide such IT services.
10. WARRANTY
(1) Regarding the granting of the right to use the software, the warranty provisions of tenancy law (Sections 535 et seq. BGB) apply.
(2) The customer must notify the provider of any defects without undue delay.
(3) The warranty for only insignificant reductions in the suitability of the service is excluded. Liability without fault pursuant to Section 536a (1) BGB for defects that already existed at the time of contract conclusion is excluded.
(4) The customer has no warranty claims:
a) for defects caused by non-compliance with the terms of use provided for the software and specified in the application documentation,
b) in case of incorrect operation by the customer,
c) in case of the use of hardware, software, or other equipment that is not suitable for the use of the software (cf. Annex 1)
d) if the customer does not report a defect without undue delay and the provider was unable to remedy the defect due to the failure to report it without undue delay, or
e) if the customer was aware of the defect at the time of contract conclusion and did not reserve their rights.
(5) The customer shall grant the provider a reasonable amount of time and opportunity to remedy the defect. For this purpose, the provider’s employees and agents shall be granted free access to the customer’s systems, to the extent necessary.
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Seelandstr. 1 Geb. 6, 23569 Lübeck
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(6) The customer’s right to terminate due to non-granting of use according to Section 543 (2) sentence 1 no. 1 BGB is excluded, unless the restoration of contractual use is to be considered as failed.
(7) Insofar as the service offerings related to the use of the software are pure services (e.g., support services), the provider is liable for defects in these services according to the rules of service contract law (Sections 611 et seq. BGB).
11. LIABILITY
(1) The contracting parties are liable to each other without limitation:
a) in case of malice, intent, or gross negligence;
b) within the scope of a guarantee expressly assumed by them;
c) for damages resulting from injury to life, body, or health;
d) for the breach of essential contractual obligations, i.e., obligations whose fulfillment is essential for the proper execution of this contract or whose breach jeopardizes the achievement of the contract’s purpose and on whose observance the contracting parties regularly rely and may rely, but limited to the damage reasonably foreseeable at the time of contract conclusion;
e) according to the provisions of the Product Liability Act.
(2) Otherwise, any liability of the contracting parties is excluded.
(3) The above liability rules apply mutatis mutandis to the conduct of and claims against employees, legal representatives, organs, and vicarious agents of the contracting parties.
(4) Liability for data loss is limited to the typical restoration effort that would have occurred with regular and risk-appropriate creation of backup copies.
12. INDEMNIFICATION IN CASE OF THIRD-PARTY INFRINGEMENT BY THE CUSTOMER
The customer warrants that the content and data transmitted to the provider and processed on the provider’s servers, as well as their use and provision by the provider, do not violate applicable law, official orders, third-party rights, or agreements with third parties. The customer shall indemnify the provider upon first request from claims asserted by third parties due to a violation of this clause.
13. FORCE MAJEURE
(1) To the extent and for as long as a case of force majeure exists, the parties are temporarily released from their performance obligations.
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(2) Force majeure is an event external to the business, caused externally by elemental forces of nature or by actions of third parties, which is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically tolerable means, even with the utmost care reasonably to be expected given the circumstances, and is not to be accepted due to its frequency.
(3) The parties may terminate this contract if an event of force majeure lasts longer than 6 months and an amicable contract adjustment cannot be achieved.
14. CONTRACT TERM, TERMINATION AND MODEL CHANGE
(1) The contract is concluded electronically via the website after registration on www.splitbot.de. It comes into effect upon clicking the “Conclude contract now with payment obligation” button and is concluded for an indefinite period. The contract can be terminated by the customer with a notice period of 1 month to the end of the month. The provider can terminate the contract with a notice period of 3 months to the end of the month. The right to extraordinary termination for good cause remains unaffected for the contracting parties.
(2) The termination of the contract by the customer also takes place electronically via the website www.splitbot.de within the respective customer account by clicking the “Terminate contract” button. The provider’s declaration of termination is made in text form, e.g., by declaration via email.
(3) A model change is only possible upon request. From the change, the contract then continues with the altered scope of services. Any resulting additional or reduced remuneration will be calculated proportionally and, if applicable, reimbursed.
15. DATA DELETION UPON CONTRACT TERMINATION
(1) In the event of contract termination, the provider will delete the data assigned to the customer within 30 days after the electronic dispatch of a termination confirmation.
(2) The customer alone is responsible for observing the commercial and tax law retention periods.
(3) Rights of retention and the statutory landlord’s lien according to Section 562 BGB in favor of the provider regarding the customer’s data are excluded.
(4) Any use of the software after termination of the contractual relationship is impermissible.
16. FINAL PROVISIONS
(1) Choice of Law and Jurisdiction. This contract is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising from or in connection with this contract is Lübeck.
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(2) Annexes. The annexes to this contract are an integral part of this contract.
(3) General Terms and Conditions. The customer’s general terms and conditions do not apply to this contract. This also applies if such terms are not expressly objected to.
(4) Severability Clause. Should one or more provisions of this contract be or become invalid, the validity of the remaining provisions shall not be affected thereby. In place of the invalid clause, the statutory provisions shall apply, where available.
