General Terms and Conditions

§ 1 Scope of Application

(1) These Terms apply to all contracts between 4BetterDevices and its clients ("Client") for (a) regulatory, clinical and quality consulting services ("Consulting Services") and (b) the use of the Evidence software, including its browser extension, its Microsoft Word integration and related services ("Software"). Consulting Services and Software are together the "Services".

(2) 4BetterDevices contracts exclusively with businesses, legal entities under public law and special funds under public law. By concluding a contract, the Client confirms that it acts in the exercise of its commercial or independent professional activity. No Services are provided to consumers, and no statutory right of withdrawal applies.

(3) These Terms apply exclusively. General terms and conditions of the Client, including terms printed on purchase orders, supplier registration forms or order confirmations, do not apply, even if 4BetterDevices does not expressly object to them or performs the Services without reservation. They apply only if 4BetterDevices expressly accepts them in writing.

(4) Each contract is governed by the version of these Terms in force on the date the Order Form is signed. That version applies for the entire term of the contract. Every version carries a version number and a date and remains available at its own permanent web address.

(5) These Terms also apply to all future contracts with the Client for Services of the same kind, in the version in force at the time of each contract, without 4BetterDevices having to refer to them again.

§ 2 Subject Matter of the Contract

(1) The specific Services, their scope, term and fees are set out in the order form, offer or service agreement signed by both parties ("Order Form"). The Order Form, its annexes and these Terms together form the "Agreement".

(2) Consulting Services cover in particular, but not limited to, regulatory strategy, technical documentation, clinical evaluation, post market clinical follow up, state of the art and literature reviews, quality management support and support in market access procedures for medical devices and related products, under Regulation (EU) 2017/745 (MDR), Regulation (EU) 2017/746 (IVDR) and other applicable regulatory frameworks.

(3) Unless the Order Form expressly provides otherwise in writing, Consulting Services are services, and 4BetterDevices owes the performance of the agreed services, not a specific result or work. In particular, 4BetterDevices does not owe or guarantee the issue of a CE certificate, any approval, clearance or acceptance by a notified body, competent authority, the US Food and Drug Administration or any other authority, or the duration of their procedures. These decisions are taken by third parties outside the control of 4BetterDevices.

(4) The Client remains the legal manufacturer or the responsible economic operator of its products. It remains solely responsible for their regulatory compliance, for all regulatory decisions and for all documents it signs or submits to notified bodies and authorities. 4BetterDevices does not take over the Client's legal obligations or the role of the person responsible for regulatory compliance under Article 15 MDR or IVDR, unless the Order Form expressly provides so.

(5) The Software is made available as software as a service over the internet. Its functions are described in the Order Form and in the current product description. The use of the Software is governed by § 10 to § 12.

§ 3 Conclusion of the Contract and Order of Precedence

(1) The presentation of the Services on the website, in brochures, newsletters, social media or product demonstrations does not constitute a binding offer.

(2) Offers of 4BetterDevices are valid for the period stated in them, and otherwise for thirty (30) days from their date.

(3) The contract is concluded when both parties sign the Order Form, including by electronic signature. It is also concluded when 4BetterDevices, after receiving the Client's order, starts performing the Consulting Services or grants access to the Software.

(4) In case of contradictions, the following order of precedence applies: (a) the Order Form, including the special agreements set out in it; (b) other annexes to the Order Form; (c) these Terms; (d) the statutory provisions. A special agreement in the Order Form prevails over these Terms only to the extent that it expressly deviates from them.

(5) Purchase orders, purchase order numbers and similar documents that the Client issues for its internal or accounting purposes do not modify the Agreement, even if they contain other terms.

(6) If 4BetterDevices cannot provide an ordered Service, it informs the Client without delay. If the Service cannot be provided at all, 4BetterDevices refunds without delay any fees already paid for it.

(7) Users of the Software confirm these Terms in the Software when they first log in and whenever a new version applies to the Client. This confirmation does not create a separate contract; the Client's rights and obligations remain governed by the Agreement. Where the Software is used without a signed Order Form, in particular in the Demo Environment, the contract is concluded when the user accepts these Terms in the Software on behalf of the Client.

§ 4 Prices

(1) All prices are net prices in euros, exclusive of value added tax, which is charged in addition at the statutory rate. For Clients established in another EU Member State, the reverse charge procedure applies where its legal conditions are met; the Client provides its valid VAT identification number for this purpose. For Clients established outside the European Union, no German value added tax is charged where the place of supply is at the Client's seat; the Client provides evidence of its business status on request.

(2) The fees for the Services are set out in the Order Form. Services outside the scope of the Order Form are additional services. They are performed only if the parties agree on them in writing, including their fees.

(3) Unless the Order Form provides otherwise, the prices do not include travel time, travel and accommodation expenses, translations, fees of notified bodies or authorities, the purchase of scientific literature or database access, laboratory testing, new clinical or performance studies, registration submissions, responses to questions of notified bodies or authorities, updates to deliverables after delivery (§ 8 (6)), or other third party costs. Third party costs are charged at cost. Services on site are charged at the day rate stated in the Order Form, and otherwise at EUR 1,500 per day, plus travel and accommodation expenses. Travel requires the Client's prior approval.

(4) Software fees are based on the licenses and the number of users purchased, not on actual use. They are payable for the full term, regardless of the extent to which the Client uses the Software.

(5) For any renewal, the prices in force at the date of the renewal apply. 4BetterDevices informs the Client of a price change at least sixty (60) days before the renewal date.

§ 5 Payment Terms

(1) Unless the Order Form provides otherwise: (a) Software fees are invoiced in advance for each billing period; (b) fixed, package and milestone prices for Consulting Services are invoiced according to the payment schedule in the Order Form; (c) time based fees are invoiced monthly in arrears.

(2) Invoices are due for payment without deduction within the payment term stated in the Order Form. If the Order Form states none, invoices are due within thirty (30) days of the invoice date.

(3) Payments are made by the payment method stated in the Order Form. Charges of banks and payment providers are borne by the Client, and the invoiced amount must be received in full. The Client agrees to receive invoices electronically.

(4) The Client may only set off claims that are undisputed or established by a final court decision. It may only exercise a right of retention for claims arising from the same contractual relationship.

(5) Fees paid are not refundable, except where these Terms expressly provide otherwise or the law requires a refund.

§ 6 Term and Termination

(1) The Agreement is concluded for the fixed term stated in the Order Form. If the Order Form states no term, Consulting Services run until the agreed services are completed, and the Software license runs for twelve (12) months from its start date.

(2) The Software license ends on expiry of its term, unless the parties renew it in writing or the Order Form provides for automatic renewal. Upon expiry, 4BetterDevices may deactivate the Client's accounts and access keys.

(3) Ordinary termination by the Client before the end of the fixed term is excluded. To the extent legally permissible, this also applies to the right of termination under § 627 BGB. If the Client stops using the Services or ends the cooperation early, the fees for the full term remain payable.

(4) The right of either party to terminate for good cause remains unaffected. Good cause exists in particular if the other party commits a material breach of the Agreement and does not remedy it within fourteen (14) days of receiving written notice. For 4BetterDevices, good cause also exists if (a) the Client is in default of payment for more than thirty (30) days; (b) insolvency proceedings are applied for or opened over the Client's assets; (c) the Client breaches § 10 (3) or § 12; or (d) control over the Client passes to a competitor of 4BetterDevices.

(5) If 4BetterDevices terminates for good cause for which the Client is responsible, 4BetterDevices may claim the fees for the remaining fixed term as damages, less the expenses it saves. The Client may prove that the damage was lower.

(6) Notice of termination must be given in writing; an email with a signed document attached is sufficient.

(7) The Client may export its Client Content and Outputs at any time while it has access to the Software, and is responsible for doing so before the license ends. No export is possible after the end of the license. Upon the end of the license, the Client must stop using the Software, and 4BetterDevices deletes the Client Content within a reasonable period, unless the law requires it to retain it.

(8) Upon termination of Consulting Services, the services performed up to the termination date are invoiced. Work in progress is handed over to the Client once all invoices due have been paid.

§ 7 Default and Suspension

(1) Deadlines and timelines for Consulting Services do not start before (a) any agreed advance payment has been received and (b) all documents, data, access and cooperation required from the Client have been fully provided. Delays caused by the Client, by notified bodies, authorities or other third parties extend agreed deadlines by the length of the delay plus a reasonable period to resume the work.

(2) If the Client does not pay within the payment term, it is in default without further reminder. Late payment interest is charged at nine (9) percentage points above the base rate of the European Central Bank (§ 288 (2) BGB), unless the Order Form provides otherwise. Further claims remain reserved.

(3) If the Client is in default with any payment, 4BetterDevices may, after written notice with a period of at least seven (7) days, suspend the Consulting Services and access to the Software until all amounts due have been paid. Fees remain payable during the suspension, and agreed deadlines are extended accordingly.

(4) If the fees are payable in installments and the Client is in default with an installment for more than thirty (30) days, all remaining fees for the term become due immediately.

§ 8 Performance of Consulting Services

(1) 4BetterDevices performs the Consulting Services with due professional care, according to the state of the art recognized at the time of performance.

(2) 4BetterDevices determines the method, organization, place and time of performance and the personnel assigned, taking the Client's legitimate interests into account. It may replace personnel at any time. The personnel of 4BetterDevices is not integrated into the Client's organization and is not subject to the Client's instructions.

(3) 4BetterDevices may perform the Consulting Services through its affiliated companies and through qualified subcontractors. 4BetterDevices remains responsible for them as for its own conduct.

(4) Meetings and workshops, including the kick off workshop, take place remotely by video conference, unless the Order Form provides for meetings on site.

(5) Each deliverable includes the number of review rounds stated in the Order Form, and otherwise two (2) consolidated rounds of Client comments. Correction of a material defect attributable to 4BetterDevices does not count towards this limit. Further review rounds are additional services under § 4 (2).

(6) Deliverables are based on the information, documents and data provided by the Client and on the laws, standards, guidance and scientific literature available at the date of delivery. 4BetterDevices is not obliged to update a deliverable after delivery to reflect later changes, unless the Order Form provides so.

(7) The Client reviews each deliverable and notifies material defects in writing within ten (10) working days of delivery. If it does not, the deliverable is deemed accepted. Where the Order Form provides for milestone payments, the invoice for a milestone may be issued upon acceptance or deemed acceptance of its deliverables. Use of the deliverable, including its submission to a notified body or authority, also constitutes acceptance. Minor defects do not entitle the Client to refuse acceptance. 4BetterDevices remedies defects by correction or new delivery at its choice.

(8) If 4BetterDevices is prevented from performing the Consulting Services for reasons attributable to the Client, in particular a lack of cooperation under § 9, it retains its claim to the agreed fees, less the expenses it saves.

§ 9 Cooperation Obligations of the Client

(1) The Client provides, free of charge, in full and in good time, all information, documents, data, files, device samples and system access that 4BetterDevices needs to perform the Services. It appoints a competent contact person who can take decisions or obtain them without delay.

(2) The Client is responsible for the accuracy, completeness and currency of the information and documents it provides. 4BetterDevices may rely on them and is not obliged to verify them, unless errors are obvious.

(3) The Client reviews all deliverables and decides on their use. The final approval, signature and submission of any document to a notified body or authority remain with the Client.

(4) The Client informs 4BetterDevices without delay of any circumstance that may affect the Services, in particular communications from notified bodies or authorities, design or labeling changes, incidents and field safety corrective actions.

(5) If the Client does not fulfill these obligations, or not in time, § 7 (1) and § 8 (8) apply, and any resulting additional work is an additional service under § 4 (2).

§ 10 Evidence Software: License and Use

(1) For the term of the license and subject to payment of the fees, 4BetterDevices grants the Client a nonexclusive, nontransferable right, which may not be sublicensed, to access and use the Software over the internet for its internal business purposes, within the scope set out in the Order Form (number of users, modules, instances). The Client receives no copy of the source code.

(2) Each user license is granted for one named individual. Login credentials are personal and must be kept confidential; they may not be shared. Users must be employees or individual contractors acting for the Client. The Client is responsible for all activities carried out under its accounts and informs 4BetterDevices without delay of any suspected misuse.

(3) The Client shall not (a) modify, reverse engineer, decompile or disassemble the Software; (b) rent, lease, lend, sell, sublicense or otherwise make the Software available to third parties; (c) circumvent technical protection or usage limits; (d) extract data from the Software by automated means beyond its normal export functions; (e) use the Software to develop a competing product; or (f) use the Software for an unlawful purpose or upload malicious code.

(4) The Software accesses third party databases and services, such as bibliographic databases. 4BetterDevices has no control over their availability, content or terms of use. The Client complies with the terms of use of these sources. A change or interruption of a third party source does not constitute a defect of the Software.

(5) 4BetterDevices may update and further develop the Software, including its features, interfaces and underlying artificial intelligence models, provided that the essential functions agreed in the Order Form remain available and the change is reasonable for the Client. Updates are subject to these Terms.

(6) Unless the Order Form provides for a service level, 4BetterDevices makes reasonable efforts to keep the Software available but does not guarantee uninterrupted availability. Planned maintenance is announced in advance where possible. Support is provided by email on working days in North Rhine Westphalia, from 9:00 to 17:00 German time. Use of the Software requires a current version of Google Chrome and the Evidence browser extension. The Client is responsible for its own IT environment and internet connection.

(7) 4BetterDevices remedies reproducible material defects of the Software within a reasonable period, by correction, workaround or update at its choice. The Client reports defects without delay, with a description that allows them to be reproduced. The Client may only terminate because of a defect after the remedy has failed.

(8) 4BetterDevices may, at its discretion, provide a demonstration or trial environment free of charge ("Demo Environment") for evaluation, demonstration, proof of concept or training. The Demo Environment is provided as is, without service level, support or data retention commitments. The Client is solely responsible for any data it enters there; 4BetterDevices strongly advises against entering real, confidential or personal data. 4BetterDevices may limit, modify or end access to the Demo Environment at any time without notice. For the Demo Environment, 4BetterDevices is liable only for intent and gross negligence, and § 15 (1) remains unaffected.

(9) If the Client breaches paragraph (3), or if its use endangers the security or operation of the Software, 4BetterDevices may temporarily suspend the affected access to the extent necessary and informs the Client without delay.

§ 11 Artificial Intelligence Outputs

(1)Suggestions only. All outputs generated by the Software with the help of artificial intelligence, including literature screening suggestions, data extraction results, study classifications, summaries and meta analytical suggestions ("AI Outputs"), are informational suggestions intended to accelerate and support the work of qualified human professionals. They do not constitute and shall not be relied upon as regulatory, clinical, legal, scientific or professional advice.

(2)Mandatory human review and decision. The Client and its users must independently review, validate and confirm all AI Outputs before any decision, submission, report or action is taken in reliance on them. Every decision made using or informed by the Software is and remains a human decision, made by a qualified user. 4BetterDevices assumes no responsibility for any decision made by the Client or its users.

(3)Regulatory use. Where the Software is used to support regulatory submissions, clinical evaluation reports, post market clinical follow up documentation, systematic reviews or any other regulated activity under the MDR, the IVDR, US FDA regulations or equivalent rules, the Client and its users remain solely responsible for the accuracy, completeness and regulatory compliance of all outputs, submissions and documents produced.

(4)Accuracy limitation. The accuracy of AI Outputs depends on the quality of the input provided by the Client and on the data used to train the underlying models. 4BetterDevices does not warrant that AI Outputs are accurate, complete or free of errors. The Client bears the risk associated with the use of AI Outputs.

(5)No liability for AI Outputs. Subject to § 15 (1), 4BetterDevices is not liable for any loss, damage, regulatory sanction, claim or expense, including professional liability or regulatory non compliance, arising from the Client's or a user's reliance on, use of, or failure to independently verify any AI Output.

(6)Model updates. 4BetterDevices may update, retrain, replace or modify the artificial intelligence models underlying the Software at any time. Where such changes are material, 4BetterDevices makes commercially reasonable efforts to give at least thirty (30) days notice.

(7)No training on Client Content. 4BetterDevices does not use Client Content to train artificial intelligence models and contractually prohibits its artificial intelligence service providers from doing so.

(8)Use in Consulting Services. Where 4BetterDevices uses the Software or other artificial intelligence tools to perform Consulting Services, its personnel reviews the results before delivery. The responsibility for deliverables is governed by § 8 and § 15.

§ 12 Client Content and Client Provided Literature

(1) "Client Content" means any document, file, text, data or other material, including PDF documents and scientific articles, that the Client or its users upload to, import into or process through the Software, or send to 4BetterDevices by any channel, including the browser extension and email, in connection with the Services. "Output" means any extraction, table, report or other result, including any PDF file, generated by the Software from Client Content.

(2) The Client is solely responsible for all Client Content, including its selection, origin, content, accuracy, completeness, lawfulness and format. It ensures that Client Content is free of viruses, malware or other harmful code. 4BetterDevices does not review, verify or monitor Client Content.

(3) Where the Client purchases or otherwise obtains scientific articles and other publications from publishers, databases or other content providers and transmits them to 4BetterDevices, the Client remains solely responsible for obtaining them in accordance with the terms and licenses of these providers.

(4) The Client represents and warrants that (a) it owns or holds all rights, licenses, authorizations and consents necessary to share Client Content with 4BetterDevices and to have it processed through the Software and by 4BetterDevices as a service provider acting on its behalf, including the rights granted by publishers, authors and database providers for scientific articles and other works protected by copyright; (b) Client Content complies with § 17 (1); and (c) Client Content does not infringe any intellectual property right, trade secret, confidentiality obligation or other right of a third party and is not otherwise unlawful.

(5) The Client grants 4BetterDevices, free of charge, on a nonexclusive basis and for the term of the Agreement, the right to host, store, copy and process Client Content solely to provide the Services and perform the Agreement. 4BetterDevices processes Client Content exclusively on behalf of and on the instruction of the Client. This right does not include any publication, distribution, sublicensing or resale of Client Content.

(6) Outputs are produced by automated means, including artificial intelligence, and may contain errors or omissions. The Client has each Output verified by qualified personnel before any use; § 11 applies.

(7) If 4BetterDevices has reasonable grounds to believe that Client Content is unlawful or infringes the rights of a third party, it may block or remove that Client Content and, where necessary, suspend the Client's access to the Software, without liability towards the Client. 4BetterDevices informs the Client without undue delay.

(8) This § 12 also applies to Client Content that the Client transmitted to 4BetterDevices before signing the Order Form in connection with the Services.

§ 13 Intellectual Property and Rights of Use

(1) The Software and all intellectual property rights in it, including all modifications, enhancements, derivative works and upgrades, as well as the trademark "Evidence", remain the sole and exclusive property of 4BetterDevices. The Client acquires no rights in the Software other than those expressly granted in these Terms.

(2) Upon full payment of the fees for a deliverable of the Consulting Services, 4BetterDevices grants the Client a nonexclusive, perpetual, irrevocable, transferable and worldwide right to use that deliverable for any purpose, including to reproduce, modify, translate, publish and disclose it. Until full payment, the Client may use deliverables only to review them.

(3) 4BetterDevices retains all rights in its methods, templates, search strategies, tools and general expertise, including those used to create deliverables, and may continue to use them freely, without disclosing the Client's Confidential Information.

(4) Training materials, guides, templates, webinars and similar content made available by 4BetterDevices may be used by the Client for its internal purposes during the term of the Agreement only. They may not be passed on to third parties or reproduced beyond this purpose.

(5) If the Client provides suggestions, ideas or feedback about the Services ("Feedback"), it grants 4BetterDevices a free of charge, perpetual, irrevocable and unrestricted right to use and exploit the Feedback for any purpose.

(6) 4BetterDevices may use technical and usage data relating to the Software, in anonymized and aggregated form that does not contain Client Content, to operate, secure and improve the Software.

§ 14 Confidentiality

(1) "Confidential Information" means all information that a party discloses to the other in connection with the Agreement and that is marked as confidential or is obviously confidential by its nature, including technical documentation, product and clinical data, business information, prices, the contents of the Order Form, and the Software and its documentation. Deliverables handed over to the Client are not Confidential Information of 4BetterDevices.

(2) Confidential Information does not include information that (a) is or becomes public without a breach of this § 14; (b) was lawfully in the receiving party's possession before disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction; or (d) is developed independently by the receiving party. A party may disclose Confidential Information where the law, a court or an authority requires it, after informing the other party where legally permitted.

(3) Each party uses the other party's Confidential Information only to perform the Agreement and discloses it only to its employees, affiliated companies, subcontractors and professional advisers who need it for that purpose and are bound by equivalent confidentiality obligations. Each party protects the other party's Confidential Information with at least the care it applies to its own, and at least with reasonable care.

(4) The obligations under this § 14 apply during the term of the Agreement and for five (5) years after its end. Trade secrets remain protected for as long as they qualify as trade secrets under the law.

(5) Upon request after the end of the Agreement, each party returns or deletes the other party's Confidential Information, except where the law requires retention and except for copies in automatic backups, which remain subject to this § 14.

(6) A separate non disclosure agreement between the parties remains in force. If it conflicts with this § 14, the separate agreement prevails.

§ 15 Liability

(1) 4BetterDevices is liable without limitation (a) for intent; (b) for gross negligence of its legal representatives and executive employees; (c) for injury to life, body or health; (d) under the German Product Liability Act; (e) for defects it has fraudulently concealed; and (f) under any guarantee it has expressly given.

(2) In all other cases, including gross negligence of its other employees and agents, 4BetterDevices is liable only if it breaches an obligation whose fulfillment makes the proper performance of the Agreement possible in the first place and on whose fulfillment the Client may regularly rely (material obligation). In that case, its liability is limited to the damage that was typical and foreseeable when the Agreement was concluded. Otherwise, its liability is excluded.

(3) In the cases of paragraph (2), the total liability of 4BetterDevices for all claims in a contract year is further limited to the total fees actually paid by the Client under the Agreement in the twelve (12) months preceding the event giving rise to the claim.

(4) Strict liability for defects of the Software that already existed when the Agreement was concluded (§ 536a (1) BGB) is excluded.

(5) Liability for loss of data is limited to the cost of restoring it that would have arisen if the Client had regularly exported and backed up its data in a manner appropriate to the risk.

(6) 4BetterDevices is not liable for decisions of notified bodies, authorities or other third parties, for the duration of their procedures, or for damage resulting from incorrect, incomplete or late information provided by the Client. The Client uses all deliverables, Outputs and AI Outputs in its own professional responsibility.

(7) Paragraphs (2) to (6) do not apply in the cases of paragraph (1). The limitations of this § 15 also apply to the personal liability of the bodies, employees, representatives, subcontractors and affiliated companies of 4BetterDevices.

(8) The Client must notify 4BetterDevices in writing of any claim for damages within three (3) months after becoming aware of the damage; otherwise the claim is excluded. Claims against 4BetterDevices expire one (1) year after the start of the statutory limitation period. This paragraph does not apply in the cases of paragraph (1).

(9) The limitations of liability in these Terms do not apply to the Client's obligations under § 12 and § 16 (2).

§ 16 Indemnification

(1) Subject to § 15, 4BetterDevices indemnifies the Client against claims of third parties alleging that the Software, as provided by 4BetterDevices and used in accordance with the Agreement, infringes their intellectual property rights. 4BetterDevices may, at its choice and expense, modify the Software so that it no longer infringes, obtain the necessary rights, or terminate the license and refund the fees paid in advance for the remaining term. This indemnity does not apply where the claim results from Client Content, from a modification of the Software not made by 4BetterDevices, or from a combination with products or data not supplied by 4BetterDevices.

(2) The Client indemnifies 4BetterDevices, its affiliated companies, directors, employees and subcontractors against all claims of third parties, including publishers, right holders, data subjects and supervisory authorities, and against all resulting damages, losses, costs and expenses, including reasonable legal fees and, to the extent permitted by law, fines, arising out of or related to (a) any Client Content; (b) any breach of § 10 (3) or § 12; (c) any use of Outputs or AI Outputs by the Client; or (d) any violation of applicable law by the Client. This does not apply where and to the extent the Client is not responsible for the breach.

(3) The indemnified party informs the other party in writing without delay of any claim, gives it reasonable assistance at its expense, and allows it to conduct the defense. No settlement binding the indemnified party may be concluded without its prior written consent.

§ 17 Data Protection

(1) The Services are not intended for the processing of personal data on behalf of the Client. The Client shall not upload to the Software or send to 4BetterDevices any personal data within the meaning of Regulation (EU) 2016/679 (GDPR), in particular patient or other health data. Names and affiliations of authors contained in published scientific literature are excepted.

(2) If Client Content nevertheless contains personal data, this is a breach of the Agreement for which the Client is solely responsible under § 12 and § 16 (2). 4BetterDevices may delete such data or return it to the Client.

(3) If a specific project requires the processing of personal data, the parties must first conclude a separate written data processing agreement. No personal data may be transmitted before it is signed.

(4) 4BetterDevices processes the contact data of the Client's employees and users as controller, solely to perform the Agreement, administer user accounts, invoice and secure the Software. Details are set out in the privacy policy of 4BetterDevices at https://checksmate.chino.io/company/291/policies/external/83fabdbf-84b5-49eb-998a-02f21e2c11f2. The Client informs its employees and users accordingly.

§ 18 Reference Customer

4BetterDevices may name the Client as a reference customer, using its company name and logo and stating the type of Services provided, on its website, in presentations and in other marketing materials, in a customary manner and in compliance with any trademark guidelines provided by the Client. Product details, results and other Confidential Information are not disclosed without the Client's consent. The Client may object at any time by email with effect for the future.

§ 19 Force Majeure

(1) Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, in particular natural disasters, epidemics, war, terrorism, government measures, strikes outside its own business, failures of public networks, cyberattacks despite appropriate security measures, and failures of third party hosting or database providers not caused by the affected party. This does not apply to payment obligations.

(2) The affected party informs the other party without delay. Deadlines are extended by the duration of the event plus a reasonable period to resume performance. If the event lasts more than three (3) months, either party may terminate the affected Services in writing.

§ 20 Notices

(1) Notices under the Agreement are sent by email to the addresses stated in the Order Form, with a delivery receipt or another proof of delivery that the sender keeps. Where these Terms require written form, an email is sufficient unless § 6 (6) provides otherwise.

(2) A notice is deemed received at the date and time shown on the proof of delivery. A notice delivered after 18:00 or on a day that is not a working day at the recipient's place of business is deemed received on the next working day.

(3) Each party may change its notice address by notifying the other party in accordance with this § 20.

§ 21 Governing Law and Place of Jurisdiction

(1) The Agreement is governed by the laws of the Federal Republic of Germany.

(2) The parties first try to settle any dispute through good faith negotiations. If the Client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising out of or in connection with the Agreement is Bonn, Germany. 4BetterDevices may also bring an action at the Client's registered seat.

(3) If the Client has its registered seat outside the European Union, the European Economic Area and Switzerland, all disputes are instead finally settled under the Arbitration Rules of the German Arbitration Institute (DIS) by a sole arbitrator, without recourse to the ordinary courts. The seat of arbitration is Bonn and the language of the proceedings is English. Interim relief from state courts remains available.

(4) The language of the Agreement is English. Translations are provided for convenience only; the English version prevails.

§ 22 Final Provisions

(1) Amendments and additions to the Agreement must be made in writing; an electronic signature is sufficient.

(2) 4BetterDevices may publish new versions of these Terms for future contracts. For a running contract, 4BetterDevices may amend these Terms only where this is required by changes in law or case law, by security requirements or by new features of the Software, and only if the balance between the parties' obligations is not changed to the Client's disadvantage. 4BetterDevices notifies the Client of the amendment by email at least six (6) weeks before it takes effect. The amendment is deemed accepted if the Client does not object in writing before that date; 4BetterDevices points this out in the notification. If the Client objects, the previous version continues to apply, and 4BetterDevices may terminate the affected Software license with effect from the date the amendment would have taken effect.

(3) The Client may assign the Agreement or rights under it only with the prior written consent of 4BetterDevices. 4BetterDevices may assign the Agreement to an affiliated company or to a legal successor.

(4) The Client informs 4BetterDevices without delay of any change of control over the Client.

(5) The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other.

(6) The Client complies with all applicable export control and sanctions laws when using the Services.

(7) The Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior agreements, proposals and understandings on that subject matter.

(8) The Order Form may be signed electronically and in counterparts, each of which is an original and which together form one instrument. Electronic signatures and the electronic storage of the Agreement have the same validity as signatures and documents on paper.

(9) If a provision of the Agreement is or becomes invalid, the validity of the remaining provisions is not affected. The statutory provisions apply in place of the invalid provision.

(10) The place of performance for all obligations under the Agreement is Bonn, Germany.

(11) 4BetterDevices stores the signed Order Form. All versions of these Terms remain available on the website of 4BetterDevices and are sent to the Client by email on request.