Patalyze GmbH, Stadionstr. 6, 85716 Unterschleißheim, Germany (“Patalyze”) specialises in services for patent related insights, and provides its online services at patalyze.com.

Customer wishes to utilize Patalyze’s services for business purposes. In order to allow Customer to make use of the services, Customer is granted access to the Patalyze Services in accordance with and to the extent of these Terms and Conditions.

These Patalyze Terms and Conditions (“Terms and Conditions”) are available at https://www.patalyze.com/terms-of-conditions/v0.1 and can be downloaded and printed by the Customer. Patalyze does not save this agreement text after conclusion of the contract.

Customer represents to us that the Customer is lawfully able to enter into contracts and, the individual entering into these Terms and Conditions for an entity, has legal authority to bind that entity. These Business Terms also refer to and incorporate the Service Specification, Credit Terms, Privacy Terms and any other guidelines or policies Patalyze may provide in writing and any ordering document signed in representation of the Customer and Patalyze or Patalyze webpage that Customer uses to purchase the Services (collectively, the “Agreement”).

1. Definitions

1.1 “Agreement“ refers to the agreement between Customer and Patalyze concerning the subscription to and the use of Patalyze’s Services in accordance with these Terms and Conditions.

1.2 “Business Days” are Monday through Friday, excluding public holidays in Bavaria, Germany.

1.3 “Documents” shall have the meaning as set out in the definition for “Number of Documents”.

1.4 “Input” refers to any input data (texts, documents, patent reference numbers, search queries etc.) sent by

Customer to the Services as specified in the Service Specification in order to have it processed by the

infrastructure operated by Patalyze.

1.5 “Customer” refers to the entity ordering or subscribing to the Patalyze Services as the contracting party

of Patalyze.

1.6 “Number of Documents” refers to the number of patent documents the User selects in a request for matching with product documentation, and which is successfully mapped to the product documentation. For the avoidance of doubt, a mapping is considered to be successful if at least one independent claim with at least one claim feature was extracted from the document and the Patalyze Service searched in the Documents for matching product features. The mapping is considered to be successful, even if the Patalyze Service does eventually not identify any product feature matching any claim feature.

1.7 “Users” refers to the users of Customer’s access to the Services for internal purposes of Customer, e.g., Customer’s employees, employees of affiliated companies (pursuant to Sections 15 et seq. AktG), freelance collaborators or Customer’s service providers.

1.8 “Order Button” refers to the button in the online ordering process clearly marked to finalize the ordering process (e.g., with the inscription "Buy now", or similar).

1.9 “Output” refers to any data that that has been generated by processing Input using the Services.

1.10 “Services” refers to the entirety of the Patalyze services offered by Patalyze in accordance with the

2 Subject of the Agreement

2.1 Subject to these Terms and Conditions and the Service Specification, Patalyze provides Customer with access to the Services in accordance with the Service Specification for the term of this Agreement.

2.2 Customers receiving services specified at contract conclusion as being subject to charges will pay Patalyze the agreed remuneration as indicated during the online purchase process or in the order form.

3 Services of Patalyze

3.1 General

3.1.1 Patalyze provides Customer with access to the Services within the term and scope of this Agreement, including the Service Specification.

3.1.2. Patalyze will process and store Customer Content in accordance with our Privacy Terms. We will only use Customer Content as necessary to provide you with the Services, comply with applicable law, and enforce OpenAI Policies. We will not use Customer Content to develop or improve the Services. Patalyze will only temporarily store Customer Content on its servers to the extent technically required to provide its

Services. Any further storage of Customer Content will only be carried out at Customer’s request, e.g. by using storage features of MatchPro. For the avoidance of doubt, Patalyze shall be entitled to create and retain access logs and meta data of the Customer Content for billing, security and statistical purposes. Such access logs and meta data shall not contain any Customer Content. However, access logs and meta data may

contain relevance scores, number of Documents, meta data of API Requests such as time of the API Request and size of the transmitted Customer Content. Patalyze will not use the Customer Content for improving their Service, unless the Customer agrees in writing.

3.1.3 Patalyze will only access the Customer Content in the event and to the extent required to carry out a

diagnosis and to solve technical issues which may eventually compromise the availability of the Services. To

the extent required for the purposes mentioned above and in derogation from Section

3.1.4 Patalyze may, in exceptional cases, automatically store Customer Content for a maximum period of 72 hours in case certain error patterns occur during the processing of the Customer Content or improvement request. The Customer Content will be stored in an encrypted form for the duration of the debugging process and will be automatically deleted afterwards. The access to the cryptographic keys for the decryption of the Customer Contents will only be granted in individual cases in the context of a logged process for selected employees of Patalyze who are bound to secrecy and after the access has been approved by the company management. The Customer Contents stored for debugging purposes will not be linked to any individual Customer.

3.1.5 Patalyze is free to provide customers with additional functions in alpha or beta versions on a test basis ("Test Functions"). These Test Functions are marked as such or as alpha or beta. Test Functions are not the subject of this Agreement. Patalyze may make them available voluntarily to all or individual customers and the Customer is not obliged to make any payment for the use of Test Functions. Test Functions are intended for test use by the Customer and evaluation by Patalyze. They are not final products or features and may contain bugs or other inaccuracies. Patalyze can change, adapt or discontinue the Test Functions at any time.

3.1.6 Further services, including but not limited to consulting, individual development, or implementation or

training services, shall only be provided by Patalyze upon express written agreement.

3.1.7 Patalyze is entitled to subcontract third parties to fulfil its contractual duties in whole or in part.

3.1.8 Customer may grant Users access to the Services in its sole discretion. However, Customer shall be fully liable for any use of the Services by Users and shall ensure that Users are aware of and respect any and all restrictions for the use of Services set out in this Agreement. Customer shall promptly notify Patalyze of any suspected or alleged violation of this Agreement and shall cooperate with Patalyze with respect to investigation of such violations as well as to any action by Patalyze to enforce this Agreement.

3.2 Changes to the Services

3.2.1 Patalyze can modify and change the Services and their range of functions beyond what is necessary to maintain the Services in conformity with this Agreement if a valid reason requires these modifications. There is a valid reason if the modifications are necessary (i) to ensure compliance with changes in relevant legislation or case law, (ii) to implement changes to the technical requirements, e.g., a new technical environment or other operational reasons, or (iii) to adapt the Services to changing market conditions, such as increased user numbers, or if the modifications or changes are beneficial to Customer, e.g., to make the Services more user-friendly or improve their security.

3.2.2 Modifications to the Services and their range of functions in accordance with Section 3.2.1 are made without additional costs to Customer.

3.2.3 If a modification relates exclusively to time-critical security updates, extensions of functions, only insignificant components of the Services (such as design or presentation changes) and if it is not a Negative Change within the meaning of Section 3.2.4, Patalyze will inform Customer about the modification within the

customer account in a clear and comprehensible manner. In all other cases, Patalyze will inform Customer of the respective modification to the Service in a clear and comprehensible manner at least two (2) months in advance by means of a message by e-mail (“Change Notice”). The Change Notice contains the features and the time of the modification as well as – in case of Negative Changes – the rights of Customer and legal

consequences of his silence as described in Sections 3.2.4 and 3.2.5 below.

3.2.4 If a modification impacts Customer’s ability to access or use the Services in more than a minor way (“Negative Change”), Customer has the right to terminate the Agreement free of charge with a notice period of 30 days. To exercise the right of termination, the customer should contact Patalyze via the contact form (available at https://support.patalyze.com/requests/new) and state the reason for the termination. The

period begins with the receipt of the Change Notice by Customer. If the modification is made after Customer has received the Change Notice, the period shall only start to run once the modification has been made. The right to terminate the Agreement does not apply if the accessibility or usability of the Services without the modification is maintained free of charge.

3.2.5 Negative Changes to the Services are deemed to have been approved if Customer does not object to them by exercising his right of termination in accordance with Section 3.2.4. Patalyze will specifically draw Customer’s attention to this legal consequence in the Change Notice.

3.2.6 These Terms and Conditions shall apply mutatis mutandis to any modifications and to the Services in their modified state.

4 Availability

4.1 Patalyze shall provide an annual average of 95% uptime availability for the fee-based Services. The availability calculation excludes any downtime for planned maintenance work as well as service interruptions which are beyond Patalyze’s control, including but not limited to short-term and undue increase in the number of requests by Customer which requires an unplanned increase in system capacity.

4.2 Subject to the exceptions in Section 4.1, availability shall be calculated as the number of hours the services of the Services are functional, divided by the total number of hours within the respective calendar year.

4.3 Unavoidable downtime due to planned maintenance work shall be electronically notified to Customer in good time in advance (e.g., by e-mail).

5 Conclusion of the contract

5.1 In order to conclude a contract regarding Patalyze’s services under this Agreement it is required to provide an e-mail address and a password and then entering a billing address and payment information. After that, a summary of the order will be displayed for review. When Customer, after agreeing to these Terms and Conditions and the Service Specification, clicks on the Order Button, he makes a binding offer to conclude a contract ("Application for Contracting"). Until clicking on the Order Button, the Customer can cancel the order process at any time or change the information provided by deleting, adding or correcting the information provided in the various fields or by closing his web browser or tab.

5.2 Patalyze reserves the right to reject Customer requests to conclude a contract. In this event, Patalyze will display a respective message during the buying process, at latest when Customer has clicked the Order Button. In particular, Patalyze rejects contracts with customers providing patent related software.

5.3 The Application for Contracting is accepted and the contract is concluded if, after clicking on the Order Button, the then following page is successfully loaded and an order number is provided.

5.4 Furthermore, in derogation of Sections 5.1 to 5.3, the contract concerning the Services offered by Patalyze can be entered into by other means of distance communication (e.g., e-mail). In this case, Patalyze will provide the Customer with these Terms and Conditions and the Service Specification before entering into the contract, which will be entered into either as soon as Patalyze expressly confirms the conclusion of the contract or by putting the Services at Customer’s disposal.

5.5 Patalyze shall provide its Services immediately after conclusion of the Agreement.

5.6 The Agreement can be concluded in English or German language.

6 Confidentiality

6.1 “Confidential Information” means any business, technical or financial information, materials, or other
subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as
confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential
under the circumstances. For the avoidance of doubt, Confidential Information includes Customer Content.
Recipient agrees it will: (a) only use Discloser's Confidential Information to exercise its rights and fulfill its
obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and
(c) not disclose the Confidential Information to any third party except as expressly permitted in this
Agreement.

6.2 The obligations in Section 6.1 do not apply to any information that (a) is or becomes generally available to
the public through no fault of Recipient, (b) was in Recipient’s possession or known by it prior to receipt from
Discloser, (c) was rightfully disclosed to Recipient without restriction by a third party, or (d) was
independently developed without use of Discloser’s Confidential Information. Recipient may disclose
Confidential Information only to its employees, contractors, and agents who have a need to know and who
are bound by confidentiality obligations at least as restrictive as those of this Agreement. Recipient will be
responsible for any breach of this Section 6 by its employees, contractors, and agents. Recipient may
disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable
efforts to notify Discloser in advance.

7 Copyright and Intellectual Property

7.1 Patalyze grants Customer a non-exclusive, non-transferable, non-sublicensable worldwide right to use

the Services for its internal intended purpose for the term and within the scope of this Agreement, subject to

the authorised number of Users.

7.2 All rights regarding the Customer Content (Input and Output) remain with Customer. However, Customer

grants Patalyze the non-exclusive worldwide right to use the Customer Content solely in order to provide

Patalyze’s Services to Customer. In particular, Customer grants to Patalyze the right to temporarily store,

modify, process, translate, improve and transmit the Input, and to sublicense the foregoing rights to its

subcontractors, to the extent required to provide the Services set out in this Agreement.

7.3 Patalyze does not assume any copyright to the Output made by Customer using the Services. In the event

that the Output made by Customer using the Services is deemed to be protected under copyright laws to the

benefit of Patalyze, Patalyze grants to Customer, upon creation of such Output, all exclusive, transferable,

sublicensable, worldwide perpetual rights to use the Output without limitation and for any existing or future

types of use, including without limitation the right to modify the Output and to create derivative works.

8 Obligations of Customer

8.1 General

8.1.1 Patalyze owns all right, title, and interest in and to the Services. customer only receives rights to use the Services as explicitly granted in this Agreement. Customer will not, and will not permit Users to:

(a) use the Services or Output in a manner that violates any applicable laws;

(b) use the Services or Output in a manner that infringes, misappropriates, or otherwise violates any third party’s rights;

(c) reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Services, algorithms, and systems of the Services (except to the extent these restrictions are contrary to applicable law);

(d) interfere with, disrupt, or create an undue burden on the Service;

(e) trick, defraud, or mislead Patalyze or Users, especially in any attempt to learn sensitive account information such as user passwords, or attempt to impersonate another user or person or use the username of another user, or attempt to bypass any measures of the services designed to prevent or restrict access to the services, or any portion of the Services;

(f) circumvent, disable, or otherwise interfere with security-related features of the Service, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Service and/or the content contained therein;

(g) make improper use of Patalyze’s support services or submit false reports of abuse or misconduct;

(h) Engage in unauthorized framing of or linking to the Service;

(i) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Service or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Service;

(j) delete the copyright or other proprietary rights notice from any content;

(k) upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms");

(m) systematically retrieve data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Patalyze, or attempt to download a substantial subset of the patent data collection stored in the database of the Service or the databases of Patalyze’s suppliers. A substantial subset of the patent data is defined as more than 50,000 patent documents.

8.1.2 Customer may use the Services solely for the purpose agreed between the Parties. In particular, Customer may not, and will not allow third parties (including Users) to use the Services, Output created using the Services, Documentation or other data, information or service provided by Patalyze unless after expressly authorised by Patalyze in written form

a) in connection with or for the purpose of operating critical infrastructure such as electrical power stations, military or defence equipment, medical appliances or other equipment whose failure or impairment would result in unforeseeable economical or physical damages, including but not limited to critical infrastructure in terms of the European Directive 2008/114/EC;

b) for any illegal activities, including development of any applications infringing any third-party rights or any other applicable laws or regulations;

c) for spamming or any other unsolicited advertising;

d) to perform benchmark or other capacity testing of Patalyze’s technical infrastructure;

e) to create a similar product, service or API whose primary purpose is to provide patent related insights, including but not limited to search of patent documents, processing technical product documentation, mapping patent documents to product documentation, search of prior art documents, assistance in drafting of patent documents, or checking validity of patents;

f) to develop, market or train an algorithm related to patent related insights;

g) to transmit any data to Patalyze which may not be transmitted to or processed by Patalyze due to data protection laws, contractual or statutory confidentiality obligations, export restrictions or other statutory provisions or third-party rights.

8.1.3 Customer is obligated to keep the access credentials provided by Patalyze secure and undertakes not to disclose them to any third parties unless required for the contractually intended and permitted use of the Services. Customer is responsible for all activities that occur under Customer’s account, including the activities of any User who is provisioned with an account under the Customer’s account. Customer is not entitled to repackage or resell access credentials or its access to the Services to any third parties unless expressly agreed upon otherwise. Customer is not permitted share individual login credentials between multiple Users on an account. Customer must provide accurate and up-to-date account information. Customer will promptly notify Patalyze if Customer becomes aware of any unauthorized access to or use of Customer’s account or Patalyze’s Services.

8.1.4 Customer is obligated to observe all legal requirements for the collection, processing and use of data which is transmitted to Patalayze and processed by Patalyze for Customer in connection with the Services under this Agreement. Customer guarantees not to collect, process or use any personal data in connection with the Services without the express consent of the data subject or sufficient other legal authorisation.

8.1.5 Customer shall indemnify Patalyze from any and all third-party claims including the necessary expenses for legal defence, asserted against Patalyze due to a culpable violation of this Agreement by Customer. If third parties should assert such claims against Patalyze, Patalyze shall inform Customer about the asserted claims without undue delay and leave the defence at the discretion of Customer or undertake it in cooperation with Customer. Patalyze shall not settle or recognise claims of third parties without Customer’s consent which shall not be unreasonably withheld or delayed. Patalyze shall be entitled to request a reasonable advance for the incurred legal defence expenses to be anticipated. The indemnification shall accordingly apply to fines or other regulatory or judicial orders and claims.

8.1.6 In the event that Customer uses Third-Party Applications to access the Services, Customer shall comply with the acceptable use policies set out by the vendor of the Third-Party Application if applicable.

8.1.7 Customer is only permitted to use the Services in compliance with applicable laws. This also includes export control laws and regulations.

8.1.8 Customer shall not be allowed to access and control Patalyze’s Service through automated procedures which may cause an increased number (exceeding usual human behaviour) of requests to Patalyze’s Service.

9 Remuneration

9.1 Customer agrees to pay all fees charged to Customer’s account (“Fees”) according to the prices and terms on the Pricing Page, or as otherwise stated in an Order Form . Price changes on the Pricing Page will be effective immediately for all price decreases or changes made for legal reasons. All other price changes will be effective 14 days after they are posted. Patalyze has the right to correct pricing errors or mistakes even after issuing an invoice or receiving payment.

9.2 Fees are due upon invoice issuance, unless otherwise agreed in an Order Form. Payments are nonrefundable except as provided in this Agreement. All amounts shall be paid in full in the currency indicated on the invoice. The Customer shall bear all bank and transfer charges as well as any currency conversion costs (if any).

9.3 Documents selected for mapping by the service shall be billable in terms of Section 9.1 if successfully mapped as described in 1.6.

9.4 All amounts are understood to include VAT, unless expressely specified as “netto” or “net”.

9.5 Unless there is no different legal requirement, all invoices shall be made available to the Customer exclusively in a digital format (e.g., as PDF files sent by e-mail to the invoice e-mail address indicated by the Customer or available for download by the Customer on the website in the customer account).

9.6 For Services with a fixed base remuneration (e.g. subscription), the remuneration is due at the beginning of each billing period. Customer may need to prepay for Services through the purchase of Paid Credits or Patalyze may provide customer with Free Credits. All Credits are subject to the Credit Terms.

9.7 If the Customer chooses to pay by credit card or SEPA direct debit for Services with a variable remuneration, Patalyze reserves the right to debit advance payments in the course of the billing period. A first advance payment is due as soon as the number of Credits for mapping a set of documents selected for mapping has exceeded the Customer’s Credit balance. The basic price of a subscription is due at the activation of a subscription and the basic price for the new billing period, as well as any outstanding usage-dependent payments, is due on the end date of the running billing period. Unless agreed differently, the Customer will receive a monthly invoice.

9.8 If Patalyze is not able to debit the due advance payment in accordance with Section 9.7, Patalyze will block the access of the Customer to the Services. As soon as the debit is successful, Patalyze will immediately restore the access.

9.9 Patalyze reserves the right to block the access to the Services if the Customer has not paid any due Fee after having been sent a written notification by Patalyze (a notification sent by e-mail will suffice). If the Customer pays all outstanding claims, Patalyze will without any delay, but at the latest within three (3) Business Days after the receipt of the entire payment by Patalyze, restore the access of the Customer. Depending on the selected payment method, the following will apply additionally:

9.9.1 In case payments are made by invoice, Patalyze will inform the Customer of the impending blocking after the due date and will request payment from the Customer. In case the payment is not made within a term of three (3) subsequent Business Days, Patalyze will be entitled to block the access of the Customer. After the blocking, Patalyze will send another payment request to the Customer in order to restore access.

9.9.2 In case Patalyze is not able to debit the due payment for payments made by credit card or SEPA direct debit, Patalyze will ask the Customer to update the agreed payment method or to provide a new payment method and will inform the Customer of the impending blocking. In case the debit continues to fail after the notification, Patalyze is entitled to block access to the Services. After the blocking, Patalyze will send another request to the Customer to provide a new payment method in order to restore access .

9.9.3 In the event and to the extent that the Customer, in accordance with the applicable law, is obliged to withhold a certain amount related to taxes, duties, levies or similar (hereinafter referred to as the "Withholding Tax") from payment to Patalyze and remit to the respective tax authorities, the amount payable by the Customer to Patalyze will be increased by the amount due for the said Withholding Tax. Consequently, in each case, Patalyze shall obtain from the Customer an amount corresponding to the amount the Customer would have had to pay in case such Withholding Tax is not applied. The Customer is obliged to withhold the Withholding Tax in the appropriate amount and in accordance with the requirements of the applicable law and to pay the said amount to the competent tax authorities. The Customer is obliged to provide Patalyze with proof related to the proper withholding and corresponding payment of the due Withholding Tax. Patalyze will reasonably cooperate with the Customer in order to determine whether the said deduction or withholding of Withholding Tax from the Service provided by Patalyze is or was required. If this is the case, to the extent permitted by law, Patalyze will cooperate with the Customer in order to reduce the applicable Withholding Taxes and to assign to the Customer any claim for repayment of the Withholding Tax (if applicable).

9.9.4 To dispute an invoice, Customer must contact info@patalyze.com within thirty (30) days of issuance. Overdue undisputed amounts may be subject to a finance charge of 1.5% of the unpaid balance per month, and Patalyze may suspend the Services immediately after providing written notice of late payment.

10 Term and Termination of this Agreement

10.1 The Agreement is concluded for an indefinite period of time. Each Party may terminate the Agreement at any time with effect to the end of the current billing period.

10.2 If the Parties agree to a fixed term, the term shall be automatically extended by the agreed fixed term unless the Agreement is terminated.

10.3 The statutory right of termination for good cause remains unaffected.

10.4 In the event

• a) of a severe, persisting, imminent or repeated material breach of these Terms and Conditions, in particular an obligation set forth in Section 8 or

• b) Patalyze has factual indication of an unauthorized automated use of the Service,

Patalyze shall be entitled to temporarily suspend Customer’s access to the Services upon prior written notice (e-mail sufficient).

Notwithstanding further rights under this Agreement, Patalyze shall restore access within a reasonable period of time if the breach does not continue, is no longer imminent, or Customer has provided a binding statement that the breach will not be repeated. In the event of an act with fraudulent intent, Patalyze is entitled to suspend Customer's access to the Services immediately and indefinitely. Customer is informed in writing (e-mail is sufficient). The suspicion of fraudulent intent is sufficient. Fraudulent intent lies in particular in the following cases:

• a) The e-mail address used for registration does not exist or is obviously not valid;

• b) The address does not exist or is invalid;

• c) Customer has registered several times in order to use the service free of charge or receive free Credits, or Customer still has open payments from other contracts;

• d) Customer uses a fraudulent, lost, stolen or blocked/inadmissible means of payment;

• e) Customer has contested or demanded the return of a payment without informing Patalyze of a valid reason for contesting or demanding the return. The suspension of Customer’s access will be upheld until Customer informs Patalyze of a valid reason.

10.5 In case Customer utilizes Services in a way in which they were not intended to (e.g., accessing Services in an automated way) or allows more Users to utilize Services than agreed, Patalyze reserves the right to disable the access and cancel the Agreement with immediate effect. In this case, Customer will be refunded not consumed paid Credits and subscription fees already paid proportionally.

10.6 Patalyze may also terminate the Customer’s account if it has been inactive for over a year and the Customer has not paid for any usage. Patalyze will provide an advance notice to the Customer in this case.

11 Warranty ("Gewährleistung")

11.1 Patalyze only assumes the liability under chargeable subscriptions for the Services to the extent set out in the following provisions.

11.1.1 If the Services provided by Patalyze are defective, Patalyze shall provide an improved or new product of its choice within a reasonable time as of receiving a written complaint from Customer. If third-party software which Patalyze has licensed from third parties is being used, procurement of publicly available upgrades, updates or patches shall be deemed sufficient.

11.1.2 Customer may reduce the agreed remuneration by a suitable amount if for reasons attributable to Patalyze, the proper provision of Services is not assured within a reasonable period of time set by Customer. The right to reduction is limited to the part of the Services which is defective as compared to the monthly remuneration.

11.1.3 If the reduction as per Section 11.1.2 continues for two (2) consecutive months, or in two (2) months of a quarter, Customer may terminate the Agreement without notice.

11.1.4 Customer shall immediately inform Patalyze of any occurring defects in writing (e-mail to info@patalyze.com sufficient).

11.1.5 Customer shall assist Patalyze in rectifying the defects free of charge, in particular by providing Patalyze with all required documents, data and other information required to analyse and correct the defects.

11.1.6 With respect to the provision of non-chargeable additional services, Patalyze shall be only liable for defects if Patalyze has maliciously concealed (“arglistig verschwiegen”) the defects.

12 Liability and Compensation

12.1 Patalyze is liable in accordance with the following provisions.

12.2 Patalyze is unlimitedly liable for deliberate acts and gross negligence by Patelyze as well as by its representative or vicarious agents, for bodily injury, death or harm to health, in accordance with the legal provisions of the German Product Liability Act (“Produkthaftungsgesetz”) as well as in the scope of a warranty expressly accepted by Patalyze.

12.3 In case of a slight negligence, Patalyze will only be liable in case of a breach of significant contractual obligations (“vertragswesentliche Pflichten”). In the said case, the liability of Patalyze will be limited to the typical and foreseeable damage at the time the contract has been entered into. A significant contractual obligation within the meaning of this section corresponds to an obligation the fulfilment of which permits the proper performance of the contract in the first place and on the fulfilment of which the other party regularly relies and may rely.

12.4 In the case of Section 12.3, Patalyze assumes no liability for lack of commercial success, lost profits, and indirect damages.

12.5 If Customer is an entrepreneur pursuant to Section 14 German Civil Code (“BGB”) the Parties agree that the typical and foreseeable damage per year within the meaning of Section 13.3 is limited to the amount paid by Customer to Patalyze for the Service during 12 months prior to the damage.

12.6 Any further liability by Patalyze will be excluded. The output is provided “as is” and for informational purposes only. No guarantee is given that the Output is free of errors or omissions. Any Output is no substitute for legal advice. Patalyze disclaims any and all liability for any direct, indirect, incidental, or consequential damages arising out of or in connection with the use of the Output.

12.7 The liability limitations mentioned above will apply accordingly to the employees, contractors and other vicarious agents of Patalyze.

13 Amendements

13.1 Patalyze can modify and adapt the present Terms and Conditions with effect for the future in the event there is any valid reason for the modification and if the said modifications are reasonable considering the interests of both contracting parties. A valid reason especially exists in case of a significant disruption of the equivalence relationship of the Agreement which had been unforeseeable for Patalyze at the date it entered into the Agreement, is required because of technical or legal modifications or in order to integrate new features which are additionally provided after having entered into the Agreement and which require contractual regulations. The modification of a major contractual obligation (“Hauptleistungspflicht”) shall be excluded.

13.2 Patalyze will submit the modified terms and conditions in text form to the Customer at least eight (8) weeks before they are planned to come into force and will make a separate reference to the new provisions and to the date of their entry. Patalyze will grant the Customer a reasonable duration of time of at least eight (8) weeks in order to make the declaration about whether the Customer accepts the amended terms and conditions for the further use of the Services. If no declaration is made within this period, which shall commence running from the receipt of the notification in text-form, the modified terms and conditions shall be deemed as stipulated. Patalyze shall separately advise Customer at the commencement of the notice period as to this legal consequence, i.e., the right of objection, the objection period, and the consequences of a failure to object. In case the Customer objects to the modification within the said period, the Agreement may be terminated by either party without notice in the event the adherence to the agreement is unreasonable after having weighted the interests of both parties.

14 Final Provisions

14.1 Terms and conditions of Customer shall not be part of this Agreement, unless Patalyze has expressly agreed in written form.

14.2 Amendments to this Agreement and any side agreements, including the Service Specification, the main body of this Agreement and any potential appendices, must be in written form. This also applies to a waiver of this written form clause.

14.3 Customer may only settle claims against Patalyze or claim a right of retention if its counter claim is uncontested, subject of a legally enforceable final judgment or the counter claim is in a mutual relationship to the respective affected claim.

14.4 This Agreement shall be exclusively governed by the law of the Federal Republic of Germany excluding CISG and conflict of law provisions.

14.5 The exclusive legal venue for all disputes resulting from or in connection with this Agreement is Munich.