TERMS AND CONDITIONS (SaaS)

1. Definitions

“Agreement” means these Terms and Conditions together with any applicable Order Form.

“Customer” means the entity entering into the Agreement with Korasoft.

“Korasoft” means Korasoft GmbH, Germany.

“Software” means the cloud-based software application provided by Korasoft.

“Service” means the provision of access to the Software via the internet (Software-as-a-Service).

“Order Form” means any document, online order, or agreement specifying commercial terms such as fees, subscription term, and scope.

“Authorized Users” means employees or contractors of the Customer authorized to use the Service.

“Subscription Term” means the duration of the Customer’s right to use the Service as defined in the Order Form.

“Fees” means the subscription fees payable by the Customer as set out in the Order Form.

“Customer Data” means all data submitted to the Service by or on behalf of the Customer.

2. Scope of Service

Korasoft provides the Service as a cloud-based solution. The Customer is granted access to the Software via the internet during the Subscription Term.

Korasoft may update, modify, or enhance the Service, provided that its core functionality is not materially reduced.

Optional Services

Korasoft may offer optional services such as training or consulting (“Optional Services”).

Optional Services are not part of the standard Service and shall only be provided if separately agreed between the parties.

Korasoft does not owe any specific outcome or success.

3. Access and Use Rights

Korasoft grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its internal business purposes during the Subscription Term.

The Customer shall not:

•reverse engineer or attempt to derive source code,

•provide access to unauthorized third parties,

•use the Service for unlawful purposes,

•interfere with the operation or security of the Service.

4. Customer Obligations

The Customer is responsible for:

•ensuring compliance of Authorized Users,

•safeguarding access credentials,

•lawful use of the Service and Customer Data.

5. Fees and Payment

Fees and payment terms are defined in the applicable Order Form.

Unless otherwise specified:

•Fees are charged annually in advance,

•Fees are non-refundable and not dependent on actual usage.

All Fees are exclusive of applicable taxes. The Customer is responsible for any applicable taxes.

Korasoft may adjust Fees for renewal terms with prior notice.

6. Support and Updates

The Service includes updates, maintenance, and reasonable technical support.

Any additional services require a separate agreement.

7. Intellectual Property

All intellectual property rights in the Software and Service remain with Korasoft.

The Customer retains all rights to Customer Data.

8. Confidentiality

Each party shall keep confidential all non-public information of the other party and use it only for purposes of this Agreement.

This obligation shall survive termination of the Agreement.

9. Data Processing

9.1 Roles

To the extent Korasoft processes personal data in connection with the Service, the Customer acts as controller and Korasoft as processor.

9.2 Scope of Processing

Korasoft shall process personal data only for the purpose of providing the Service and in accordance with the Customer’s documented instructions.

9.3 Compliance

Each party shall comply with applicable data protection laws, including the GDPR.

9.4 Confidentiality

Korasoft shall ensure that persons authorized to process personal data are bound by confidentiality obligations.

9.5 Security Measures

Korasoft shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.

9.6 Subprocessors

Korasoft may engage subprocessors. Korasoft shall ensure that subprocessors are bound by data protection obligations equivalent to those set out in this Section.

9.7 Assistance

Korasoft shall, taking into account the nature of processing, provide reasonable assistance to the Customer in fulfilling its obligations under applicable data protection law.

9.8 Data Subject Rights

Korasoft shall support the Customer in responding to requests from data subjects where required.

9.9 Personal Data Breaches

Korasoft shall notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Data.

9.10 Deletion and Return

Upon termination of the Agreement, Korasoft shall delete or return personal data, unless retention is required by law.

9.11 International Transfers

Where personal data is transferred outside the European Economic Area, appropriate safeguards shall be implemented in accordance with applicable law.

10. Security

Korasoft implements appropriate technical and organizational measures to protect the Service and Customer Data against unauthorized access, loss, or alteration.

Such measures may include access controls, encryption, and system monitoring.

11. Service Availability

Korasoft strives to ensure high availability of the Service. However, no specific level of availability is owed unless explicitly agreed in a separate service level agreement (SLA).

The availability of the Service may be affected by scheduled or unscheduled maintenance, as well as circumstances beyond Korasoft’s control, including but not limited to third-party systems, cloud infrastructure, and telecommunications services.

To the extent permitted by applicable law, Korasoft shall not be responsible for disruptions or outages caused by such external factors.

12. Warranty

Korasoft warrants that the Service will substantially conform to the core functionalities described in the then-current product description.

13. Limitation of Liability

To the maximum extent permitted by applicable law, Korasoft shall be liable:

(a)without limitation for damages caused by willful misconduct or gross negligence;

(b)in cases of slight negligence, only for the breach of essential contractual obligations (cardinal obligations), and limited to the foreseeable damage typical for this type of agreement.

Except as set out above, Korasoft’s total aggregate liability arising out of or in connection with this Agreement, regardless of the legal basis, shall be limited to the total fees paid by Customer under this Agreement in the twelve (12) months preceding the event giving rise to the claim, capped at EUR 50,000.

The above limitation shall apply regardless of the number of claims.

Korasoft shall not be liable for: (a) loss of profit;

(b)indirect or consequential damages;

(c)loss of data, to the extent such loss could have been avoided by appropriate data backup measures by the Customer.

The above limitations of liability shall not apply to: (a) damages resulting from injury to life, body or health;

(b)liability under applicable product liability laws;

(c)any liability that cannot be excluded or limited under applicable law.

14. Term and Termination

The Agreement applies for the Subscription Term defined in the Order Form. Subscriptions renew automatically unless terminated as specified in the Order Form.

Either party may terminate for material breach not cured within thirty (30) days after notice.

Korasoft may suspend access to the Service if the Customer materially breaches this Agreement.

15. Force Majeure

Neither party shall be liable for delays or failures due to events beyond reasonable control.

16. Miscellaneous

This Agreement constitutes the entire agreement between the parties.

Should any provision of this Agreement be or become invalid, the validity of the remaining provisions shall remain unaffected.

This Agreement shall be governed by the laws of the Federal Republic of Germany.

To the extent permitted by law, and if the Customer is a merchant (Kaufmann), the exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Stuttgart, Germany.