INNEO Solutions GmbH (“INNEO”, “we” or “us”) provides access to the NeoSpace® Essentials platform, which allow a user (“customer(s)”, “user” or “you”) to process, upload, download, publish and share 3D models.

All elements of the NeoSpace® Essentials platform are referred to herein as “services” or “software” and may be modified from time to time in our sole discretion.

By using the Services, you agree to be bound by these Terms of Use (the “Agreement”), which we may update from time to time. Your continued use of the Services constitutes your acceptance of such changes.

PLEASE READ THIS AGREEMENT CAREFULLY AND CHECK THESE TERMS OF USE PERIODICALLY FOR CHANGES. IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MAY NOT USE THE SERVICES.

Our Privacy Policy, which explains how we use your personal information, is located at https://www.inneo.de/de/datenschutz.html and is considered part of this Agreement. By using the Services, you agree that your information may be collected and used in accordance with our Privacy Policy and this Agreement.

1 Object of Contract

1. These provisions include the general regulations and license terms for the renting (Subscription) of “Standard Software” NeoSpace® Essentials that apply to each contract.

2. The Services and offers of INNEO are aimed exclusively at entrepreneurs i. S. d. § 14 BGB.

2 Contract elements and definitions

1. These Terms of INNEO Solution GmbH, Rindelbacher Straße. 42, 73479 Ellwangen, apply exclusively. Terms of the customer do not apply.

2. Definitions

3 Subscription

1. INNEO leased to the customer for the term of this Agreement, the designated on behalf “software”. Rent is only the latest, released by the INNEO for the customer, release version of the “software” and it is the previous version.

2. The customer will be left to be the usability of the “software” and the necessary rights to use the “software” for the respective term and the foreseen in the individual contract purpose. If no agreement is purpose indicated on the form, the following applies: The customer will use the program for the evaluation of own and other data. He is not entitled to grant third parties rights to sublet or further sublicensing.

3. The functions of the “software” are derived from the documentation. The documentation also is the “environment” section.

4. The “software” is updated for the duration of the contractual relationship and further developed. Changes in the environment are covered by the lease, as far as changes in the operating system platform contained in the terms of reference (so e.g. Microsoft Windows 7, 8 etc.) are affected. If the customer opts for the introduction of a new operating system (so e.g. Microsoft Windows 7), as he has from the lease not claim that will also be appointed to “software” that they can run on the new operating system.

5. If an INNEO new release of “software” providers thereby changing their operating, they provide the customer with updated documentation.

4 Remuneration

1. The amount of compensation for Subscription is derived from the respective order and is payable annually. The amounts mentioned there are net amounts.

2. Ongoing charges apply from the moment the availability of all services is offered.

3. INNEO reserves the right to assert retention rights against the customer in the event of payment arrears from the same contract. In the case of arrears, the customer can by phone and/or mails be advised of the shutdown of the systems in the event of non-payment.

4. INNEO is entitled to raise the remuneration height with a term of two months at the and of the least term by an adequate amount by a written explanation if the customer does not contradict within four weeks after the access of the rise in writing. In this case, INNEO may discontinue the contract at the intended time on the price change.

5 Warranty

1. The correction of defects is initially at the option of INNEO by free repair or replacement. Termination of the customer in accordance with § 543 paragraph 2 sentence 1 no. 1 BGB for not granting the contractual use is only permissible when the INNEO was given sufficient opportunity to remedy the defect and he failed. A failure of the remedial measures can be only be assumed, if it is impossible, if it is refused by INNEO or unreasonable delayed, if reasonable doubts as to the success or if there is any other reason it is unreasonable for the customer.

2. The customer is obliged to the seller to report defects in the software immediately (§ 536c BGB). He will take account of the evidence of INNEO for problem analysis as part of it is reasonable and all of its present, necessary for the elimination of the defect, forward information to INNEO.

3. Warranty claims expire twelve months from the date in which the customer has reported the existence of a defect or from the date in which the customer should have become aware and reported knowledge without gross negligence on the circumstances of the defect. This does not apply in cases where the customer wants to assert that the lack grossly negligently or intentionally or as a result of injury has arisen regarding a guarantee. Claims for rectification shall expire from the moment the user had the knowledge of the harmful event.

6 Liability

1. Liability for negligently caused damages and compensation claims is limited to the amount of the peripheral, being the risk that existed for the clients entering into the respective treaty and INNEO was recognizable. The claims expire twelve months from the date on which the customer knew the defects or without gross disregard of care necessary in ought to have known. With regard to claims for damages arising from an injury to life, limb and/or health and/or the violation of a guarantee and/or have been grossly negligent or Intentional units caused, the statutory provisions shall remain unaffected. The claim under the Product Liability Act remains unaffected.

2. The compatibility of programs to existing hardware as well as software configurations of the client is only to the respective expressly in the offer or in the release notes mentioned “system environment” guaranteed. INNEO basically assumes lo liability for the compatibility of the “software” to other hardware or software configurations of the customers that have been changed after the order by the customer. Neither a liability for the compatibility of systems is guaranteed that max is taken concurrently with the performance of INNEO the customer by other suppliers in operation. Deviations must be agreed upon separately. If the customer changes without the consent of INNEO required for the proper function of the “software” and/or hardware “system environment” after installation or acceptance, the customer bears the burden of proving that the damage was not caused by the change of the “environment” has been. The same applies if the customer has changed the product supplied itself.

7 User Content

1. When using the services, the customer is allowed to upload certain user generated content. This content is currently defined by 3D data, therefore so-called 3D models (spatially arranged points, surfaces, materials, textures, colours, movements, etc. )

2. The customer remains the owner of this user content at all times and INNEO does not request ownership of the generated content by the customer.

3. This agreement applies to all generated content, the customer has published on our website during the whole running time.

4. The customer is solely responsible for ensuring that all user content that the customer sends to the services complies with applicable laws and third party rights, including but not limited to intellectual property rights, privacy rights and publicity rights.

5. The customer agrees that all information contained in its user content may be used in accordance with our Privacy Policy:

6. INNEO always has the right to accept or reject certain user content at its sole discretion.

7. The services may offer functions with which the customer can invite third parties to use or at least view his uploaded data, e.g. by sending a model link from NeoSpace® Essentials to a recipient. The customer is fully responsible for ensuring that the recipient information is correct and INNEO advises that such data or data links are only made available to third parties if a confidentiality agreement or similar agreement exists with them.

8. INNEO is not liable for data distributed by the customer and, as a consequence of such distribution, has no influence on any further distribution by third parties.

9. In particular, but not only after termination of the agreement, INNEO is entitled and able to delete all user generated content of the customer.

8 License conditions

1. The object of this license conditions, the transmission and limiting the possibilities of use of the designated on behalf “Standard Software” in effect at the time the contract is concluded the current version. These license terms apply to all versions of the “Standard Software”, including full versions, upgrades and updates.

2. The “users” are left to the simple, necessary for the fulfilment of the contract rights of reproduction. Those rights are limited in duration to the duration of the contract. With the end of the term of the right to use the standard software expires. The customers agree to the end of the term to remove all copies of the standard software and delete them.

3. These license terms govern unless otherwise, the “user” is not entitled to change the default software, edit, translate, port, reverse engineer, disassemble, decompile or by other interventions in the standard software whose source code determine, unless this is due to mandatory statutory provisions (§§ 69d paragraph 2 and 3; 69e UrhG) expressly permitted.

9 Obligations of the “user”

1. To his arrangement by order called duties are main achievement duties. If the customer meets the obligations that are not in the contract, INNEO is not obligated to provide the service and may explain the immediate termination of the contract after a previous ex-reminder. INNEO is not in default if the customer does not provide the incumbent services.

2. If the use of the rented “software” cause interference, so the customer INNEO of these disorders will be informed immediately. In any event, a failure notification by the customer must include the following information:

• Customer ID,

• Customer Name,

• Place of performance (street, number, postcode and place),

• Description of the fault (sporadically or permanently).

1. The customer has to constantly call for the duration of the contract for delivery of a legally binding statements officer including alternates. Also, for the duration of the contractual relationship, ever a technically competent partner along with deputies appointed.

10 Force Majeure

If INNEO prevented from fulfilling its obligations due to the occurrence of unforeseeable, exceptional circumstances, they cannot avert despite all reasonable care, e.g. with malfunctions by Trojans, virus attacks, official interventions, energy supply difficulties, strike or lockout was, it that these circumstances occur in the area of INNEO or the area of their suppliers, be extended if the power is not permanently impossible, the deadline for the provision of the service to a reasonable extent, but at most to the period of eight weeks. Must a benefit exclude even after the expiry of the said period for the same uninterrupted continuous event of force majeure, it is deemed impossible. INNEO is then released from their obligations. The customer’s right to cancel the contract/rescind the contract if otherwise arise unreasonable disadvantages him remains unaffected.

11 Term and Termination

1. The beginning and duration of the contract result from the “order”. If commissioned otherwise agreed, the following applies: The contract is concluded for an initial period of one year. Unless announces one of the parties in writing two months before the respective end of the term, the agreement is tacitly renewed for a period of one year.

2. The right of each Party to terminate the contract for an important reason extraordinarily and without notice remains unaffected. An important reason for INNEO particular in any case before, in the

12 Data Protection

1. INNEO may collect IP addresses or unique device IDs to verify issued software licenses. In addition, 3D data uploaded by customers are mapped to IP addresses, license keys or device IDs.

2. INNEO observes the legal data protection regulations. For further information see the privacy statement (https://www.inneo.de/de/datenschutz.html ).

3. The customer agrees that INNEO is based on the legal provisions necessary for data collection, processes and uses.

4. For the contract settlement, INNEO may collect process abs use the personal data required for it (inventory data). This includes the name, address and the customer or its end customer phone number, also it is necessary to participate in the direct debit account information.

5. The customer always has the right to obtain information about the scope and content of the data stored by him, personally.

6. Anonymized usage data and error logs are processed for quality assurance and to ensure the service.

13 Confidentiality

1. The contractual relationship between the parties is based on mutual trust. The Parties shall secure to each other that they then all information, documents and data, which have been brought by the other party notice or passes under the cooperation communicated to them, and during the term of this contract and two years are marked as “secret” or declared (“confidential information”), as entrusted to them to treat trade secrets and not disclose to third parties or exploit. This does not apply, unless these information, documents and data.

1. At the request to delete both parties on termination of cooperation all confidential information will be permanently or returned to the other Party. Upon request from any party, the cancellation must be confirmed in writing. The obligations under this section to confidentiality and data protection shall survive the termination of this Framework Agreement or completion of this Agreement shall.

1. These provisions shall apply to the full extent for all employed “staff” INNEO.

14 Other Provisions

1. Where is “user” a merchant in terms of the Commercial Code, Legal entity under public law or public special assets, is agreed for all disputes arising in connection with the accomplishment of these contractual, the courts at the seat of INNEO; INNEO is without prejudice to also be entitled to bring an action before the court, which is the seat of the “user” in charge.

2. Performance is the headquarters of INNEO.

3. If any provisions of this contract are or become invalid, this shall have the remaining contract not.

4. Changes and additions to this contract must be written.