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Terms of Use
Terms of use Quantagonia Software
(June 1, 2024)
Quantagonia GmbH, Foellerweg 37, 61352 Bad Homburg, Germany ("QUANTAGONIA") allows customers and prospective customers ("Customer") to use innovative software (the "Software") under the following conditions. All services are provided on the basis of a separate agreement. The following terms and conditions alone constitute the license terms for the use of the Software. These terms of use shall apply exclusively to the provision of the Software. General terms and conditions of the customer that conflict with, deviate from or supplement these terms and conditions of use shall only become part of the contract if and to the extent that their validity is expressly agreed in writing. This requirement of consent shall apply in any case, for example even if QUANTAGONIA performs the service to the Customer without reservation or does not explicitly object to the validity of the Customer's General Terms and Conditions of Business in the knowledge of the Customer's General Terms and Conditions of Business or in the knowledge that the Customer desires the validity of its General Terms and Conditions of Business.
1) Service description
a) QUANTAGONIA provides the Software, depending on the individual contractual arrangement, either for access via the Internet (the data case is sent and processed on a server) or for use "on premise" (the data case is processed on a local computer).
b) QUANTAGONIA is free in the way of providing the Software.
c) Unless otherwise agreed in individual contracts, QUANTAGONIA is entitled to modify the Software at any time at its sole discretion. This includes not only updates to ensure functionality and security, but also, in particular, changes to the scope of functions.
d) All costs of use, with the exception of the customer's individual connection costs to the Software, are included in the remuneration agreed upon in the individual contract.
2) Technical framework / handling of data
a) QUANTAGONIA ensures that a connection to the Software is only possible via an encrypted connection (transport encryption).
b) Data transmitted by the Customer ("Raw Data") may not contain any personal data. QUANTAGONIA does not process any personal data.
c) All Raw Data becomes part of the Software's training pool permanently, even after the end of the contract period. The Customer retains the option to preclude the inclusion of their Raw Data in the Software's training pool by activating a specific setting while using the Software.
d) QUANTAGONIA also ensures that the Raw Data of the Software is stored in a secured manner. If QUANTAGONIA uses the services of third parties to provide its services, third parties will also have access to the data to the extent necessary. In this respect, QUANTAGONIA will contractually ensure the confidential treatment of the data.
e) QUANTAGONIA provides for an availability of the Software of 98% on an annual average. The calculation of availability does not take into account maintenance breaks of usual extent, which will be communicated to the customer at least 48 hours in advance. QUANTAGONIA will respond to failure reports at the latest on the next business day (Monday to Friday, excluding public holidays in Germany).
f) If the customer's access is a test access, which is defined in the individual contract, a minimum availability is not provided.
3) Rights and obligations of the customer
a) The Customer expressly acknowledges QUANTAGONIA's sole intellectual property and exclusive rights of use to the intellectual property rights used by QUANTAGONIA (including trademarks, designs, registered designs, utility models, patents, copyrights, etc.) and will not engage in any activities, directly or indirectly, that could negatively affect such intellectual property rights.
b) The customer has the right to access the Software during the contractually agreed term under the present terms of use via the Internet or, if this has been expressly agreed, locally, and to make full use of the services thus provided. Evaluations ("Results") created with the Software may be used by the Customer in any unrestricted manner. A change of the Results is only permitted with explicit identification, i.e. the customer may not use changed Results if the impression is given that they are direct Results of QUANTAGONIA's Software. Further rights of use do not exist.
c) If the customer creates benchmarks, these may only be used for own, internal research purposes. Apart from that, benchmarks are to be treated confidentially and, in particular, may not be published without QUANTAGONIA's written consent.
d) The customer shall treat access data strictly confidential. Any disclosure to third parties is forbidden without QUANTAGONIA's written consent. The customer is liable for any damages resulting from a breach of this obligation.
e) Unless the legal requirements of § 69e UrhG are met, the customer is prohibited from any decompilation of the Software and any reverse engineering.
4) Third party rights
a) QUANTAGONIA shall provide the Services free of any third party rights that are in conflict with this Agreement. In case third parties assert conflicting claims, the contracting parties shall inform each other thereof without undue delay.
b) QUANTAGONIA has to eliminate negative effects of third party rights on its contractual obligations at its own discretion within a reasonable period of time. For example, this may be done by taking a license or by an equivalent and reasonable adaptation of the Software for the Customer.
5) Liability
a) Unless otherwise provided in these Terms and Conditions including the following provisions, QUANTAGONIA shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
b) QUANTAGONIA is liable for damages based on intent and gross negligence. QUANTAGONIA's liability for damages caused by QUANTAGONIA itself or in an attributable manner by legal representatives or vicarious agents neither intentionally nor by gross negligence, irrespective of the legal ground, is excluded, subject to statutory limitations of liability (e.g. diligence in own affairs, insignificant breaches of duty), unless the damage results from injury to life, body or health or from the breach of a fundamental contractual obligation (obligation, the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely).
c) Claims for damages due to the simple negligent breach of an essential contractual obligation are limited to the compensation of the contract-typical or reasonably foreseeable damage. Indirect damage and consequential damage resulting from defects in the Software shall also only be compensable insofar as such damage is typically to be expected when using the Software as intended.
d) QUANTAGONIA is not liable for impossibility of performance or for delays in performance, as far as they are caused by force majeure or other events, which were not foreseeable at the time of conclusion of the contract and for which QUANTAGONIA is not responsible.
e) The above limitations of liability do not apply to claims under the German Product Liability Act (Produkthaftungsgesetz) and do not apply if QUANTAGONIA has fraudulently concealed a defect, for which the Customer is obliged to provide evidence, or if QUANTAGONIA has assumed an express written guaranty for the quality and function of the Software.
f) The above exclusions and limitations of liability shall apply to the same extent in favor of QUANTAGONIA's officers, legal representatives, employees and other vicarious agents.
g) Due to a breach of duty which does not consist in a defect, the Customer may only rescind or terminate the contract if QUANTAGONIA is responsible for the breach of duty. A free right of termination of the customer (especially according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
6) Data Privacy
The Customer will not transmit any personal data to QUANTAGONIA and QUANTAGONIA will not process any personal data.
7) Secrecy
a) The contractual partners shall treat all information, data and documents which they receive from or become aware of via the contractual partner as strictly confidential, at least with the same care as their own information of the same kind. The obligations shall apply in particular to Software and data. They shall remain in force permanently even after termination of the contract.
b) Information and documents may only be used for purposes of the execution of the contract or for purely internal purposes of QUANTAGONIA, especially for further training of the Software. They may only be disclosed to such employees, subcontractors and experts who need to know them for the fulfillment of the aforementioned purposes. Employees, subcontractors and specialists shall be obligated in writing directly for the benefit of the contractual partner to maintain secrecy in accordance with these rules at the request of the contractual partner. The respective contractual partner may request a copy of the declaration of obligation.
c) The duty of confidentiality shall not apply to information and documents which are or become public knowledge without breach of this confidentiality obligation by the receiving party, or which the receiving contracting party has received from third parties authorized to disclose them to the general public. Whoever invokes these exceptions shall bear the burden of proof.
8) Final provisions
a) Place of performance for all obligations of QUANTAGONIA is the seat of registered office of QUANTAGONIA.
b) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. For all disputes arising from and in connection with the contract, the courts at the seat of QUANTAGONIA's registered office shall have jurisdiction.
c) Should any provision of this contract be or become invalid in whole or in part, or should the contract be incomplete, the remaining content of the contract shall not be affected. The invalid provision shall replaced by a provision which comes as close as possible in economic terms to the meaning and purpose of the invalid provision in a legally effective manner.
(June 1, 2024)
Quantagonia GmbH, Foellerweg 37, 61352 Bad Homburg, Germany ("QUANTAGONIA") allows customers and prospective customers ("Customer") to use innovative software (the "Software") under the following conditions. All services are provided on the basis of a separate agreement. The following terms and conditions alone constitute the license terms for the use of the Software. These terms of use shall apply exclusively to the provision of the Software. General terms and conditions of the customer that conflict with, deviate from or supplement these terms and conditions of use shall only become part of the contract if and to the extent that their validity is expressly agreed in writing. This requirement of consent shall apply in any case, for example even if QUANTAGONIA performs the service to the Customer without reservation or does not explicitly object to the validity of the Customer's General Terms and Conditions of Business in the knowledge of the Customer's General Terms and Conditions of Business or in the knowledge that the Customer desires the validity of its General Terms and Conditions of Business.
1) Service description
a) QUANTAGONIA provides the Software, depending on the individual contractual arrangement, either for access via the Internet (the data case is sent and processed on a server) or for use "on premise" (the data case is processed on a local computer).
b) QUANTAGONIA is free in the way of providing the Software.
c) Unless otherwise agreed in individual contracts, QUANTAGONIA is entitled to modify the Software at any time at its sole discretion. This includes not only updates to ensure functionality and security, but also, in particular, changes to the scope of functions.
d) All costs of use, with the exception of the customer's individual connection costs to the Software, are included in the remuneration agreed upon in the individual contract.
2) Technical framework / handling of data
a) QUANTAGONIA ensures that a connection to the Software is only possible via an encrypted connection (transport encryption).
b) Data transmitted by the Customer ("Raw Data") may not contain any personal data. QUANTAGONIA does not process any personal data.
c) All Raw Data becomes part of the Software's training pool permanently, even after the end of the contract period. The Customer retains the option to preclude the inclusion of their Raw Data in the Software's training pool by activating a specific setting while using the Software.
d) QUANTAGONIA also ensures that the Raw Data of the Software is stored in a secured manner. If QUANTAGONIA uses the services of third parties to provide its services, third parties will also have access to the data to the extent necessary. In this respect, QUANTAGONIA will contractually ensure the confidential treatment of the data.
e) QUANTAGONIA provides for an availability of the Software of 98% on an annual average. The calculation of availability does not take into account maintenance breaks of usual extent, which will be communicated to the customer at least 48 hours in advance. QUANTAGONIA will respond to failure reports at the latest on the next business day (Monday to Friday, excluding public holidays in Germany).
f) If the customer's access is a test access, which is defined in the individual contract, a minimum availability is not provided.
3) Rights and obligations of the customer
a) The Customer expressly acknowledges QUANTAGONIA's sole intellectual property and exclusive rights of use to the intellectual property rights used by QUANTAGONIA (including trademarks, designs, registered designs, utility models, patents, copyrights, etc.) and will not engage in any activities, directly or indirectly, that could negatively affect such intellectual property rights.
b) The customer has the right to access the Software during the contractually agreed term under the present terms of use via the Internet or, if this has been expressly agreed, locally, and to make full use of the services thus provided. Evaluations ("Results") created with the Software may be used by the Customer in any unrestricted manner. A change of the Results is only permitted with explicit identification, i.e. the customer may not use changed Results if the impression is given that they are direct Results of QUANTAGONIA's Software. Further rights of use do not exist.
c) If the customer creates benchmarks, these may only be used for own, internal research purposes. Apart from that, benchmarks are to be treated confidentially and, in particular, may not be published without QUANTAGONIA's written consent.
d) The customer shall treat access data strictly confidential. Any disclosure to third parties is forbidden without QUANTAGONIA's written consent. The customer is liable for any damages resulting from a breach of this obligation.
e) Unless the legal requirements of § 69e UrhG are met, the customer is prohibited from any decompilation of the Software and any reverse engineering.
4) Third party rights
a) QUANTAGONIA shall provide the Services free of any third party rights that are in conflict with this Agreement. In case third parties assert conflicting claims, the contracting parties shall inform each other thereof without undue delay.
b) QUANTAGONIA has to eliminate negative effects of third party rights on its contractual obligations at its own discretion within a reasonable period of time. For example, this may be done by taking a license or by an equivalent and reasonable adaptation of the Software for the Customer.
5) Liability
a) Unless otherwise provided in these Terms and Conditions including the following provisions, QUANTAGONIA shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
b) QUANTAGONIA is liable for damages based on intent and gross negligence. QUANTAGONIA's liability for damages caused by QUANTAGONIA itself or in an attributable manner by legal representatives or vicarious agents neither intentionally nor by gross negligence, irrespective of the legal ground, is excluded, subject to statutory limitations of liability (e.g. diligence in own affairs, insignificant breaches of duty), unless the damage results from injury to life, body or health or from the breach of a fundamental contractual obligation (obligation, the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely).
c) Claims for damages due to the simple negligent breach of an essential contractual obligation are limited to the compensation of the contract-typical or reasonably foreseeable damage. Indirect damage and consequential damage resulting from defects in the Software shall also only be compensable insofar as such damage is typically to be expected when using the Software as intended.
d) QUANTAGONIA is not liable for impossibility of performance or for delays in performance, as far as they are caused by force majeure or other events, which were not foreseeable at the time of conclusion of the contract and for which QUANTAGONIA is not responsible.
e) The above limitations of liability do not apply to claims under the German Product Liability Act (Produkthaftungsgesetz) and do not apply if QUANTAGONIA has fraudulently concealed a defect, for which the Customer is obliged to provide evidence, or if QUANTAGONIA has assumed an express written guaranty for the quality and function of the Software.
f) The above exclusions and limitations of liability shall apply to the same extent in favor of QUANTAGONIA's officers, legal representatives, employees and other vicarious agents.
g) Due to a breach of duty which does not consist in a defect, the Customer may only rescind or terminate the contract if QUANTAGONIA is responsible for the breach of duty. A free right of termination of the customer (especially according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
6) Data Privacy
The Customer will not transmit any personal data to QUANTAGONIA and QUANTAGONIA will not process any personal data.
7) Secrecy
a) The contractual partners shall treat all information, data and documents which they receive from or become aware of via the contractual partner as strictly confidential, at least with the same care as their own information of the same kind. The obligations shall apply in particular to Software and data. They shall remain in force permanently even after termination of the contract.
b) Information and documents may only be used for purposes of the execution of the contract or for purely internal purposes of QUANTAGONIA, especially for further training of the Software. They may only be disclosed to such employees, subcontractors and experts who need to know them for the fulfillment of the aforementioned purposes. Employees, subcontractors and specialists shall be obligated in writing directly for the benefit of the contractual partner to maintain secrecy in accordance with these rules at the request of the contractual partner. The respective contractual partner may request a copy of the declaration of obligation.
c) The duty of confidentiality shall not apply to information and documents which are or become public knowledge without breach of this confidentiality obligation by the receiving party, or which the receiving contracting party has received from third parties authorized to disclose them to the general public. Whoever invokes these exceptions shall bear the burden of proof.
8) Final provisions
a) Place of performance for all obligations of QUANTAGONIA is the seat of registered office of QUANTAGONIA.
b) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. For all disputes arising from and in connection with the contract, the courts at the seat of QUANTAGONIA's registered office shall have jurisdiction.
c) Should any provision of this contract be or become invalid in whole or in part, or should the contract be incomplete, the remaining content of the contract shall not be affected. The invalid provision shall replaced by a provision which comes as close as possible in economic terms to the meaning and purpose of the invalid provision in a legally effective manner.