This translation is NOT legally binding and a working translation only. Legally binding and relevant, particularly in case of any discrepancies, is solely the German text.
General License and Terms of Use for SaaS Product azuma doa
This License and Terms of Use Agreement (hereinafter "Agreement") is entered into between azuma healthtech GmbH ("azuma") and your organization (hereinafter "Customer" or "you") as of the Effective Date (as defined below). The person accepting this Agreement on behalf of the Client represents that he or she has the authority to bind the Client to this Agreement. If the person does not have such authority or does not agree to the terms of this Agreement, that person may not accept this Agreement and may not use a Free Trial.
1. Scope of Application
1.1.
azuma offers the Client the opportunity to use the software provided against payment of monthly usage fees. The software is licensed to you in accordance with the following conditions and the license agreement.
1.2.
These General License and Usage Agreements govern the contractually limited use of the software in the form of SaaS (Software as a Service).
1.3.
The software is a Full Service Identiy Provider solution. It is integrated as a software module into an existing software solution of the customer. The end user of the software has a contractual relationship with the customer. The end user must accept azuma's terms of use. Otherwise it is not possible to use the Full Servicy Identity Provider. The azuma Account is used independently of the contractual relationship between the Client and the End User, i.e. termination of the contractual relationship between the Client and the End User does not automatically lead to the deletion of the azuma End User Account.
1.4.
azuma may from time to time make changes to the terms of this User Agreement. In this case, azuma will notify the Client in text form with a notice period of 4 weeks. Unless otherwise stated, the amended terms shall take effect immediately and the Client's continued use of the Services and Software shall confirm acceptance of the amendments. If the Customer does not wish to accept the amended Terms, the Customer must cease using the Services and Software.
2 Provision
2.1.
azuma shall provide the Client with the latest version of the software on a server located in Europe for access by the Client via the World Wide Web. Subject to compliance with these Terms of Use and applicable law, you may access the software provided by azuma for which you have received a license. Your licenses expire at the end of the term specified in your order document or upon termination. You agree that your decision to use Software is not contingent on the provision of any future functionality or features or dependent on any oral or written public comments we may have made about future functionality or features.
2.2.
The scope of services and characteristics of the Software are set out in the product data sheet, which is updated when changes are made. The Software may be automatically updated by azuma from time to time. These updates may take the form of bug fixes, new functions or new versions. You agree to receive such updates as part of your use of the Software.
2.3.
The Software is generally integrated into the Customer's software products. azuma is therefore only responsible for the licensed software module. azuma assumes no responsibility for other services and software provided by the Customer to the end customer.
2.4.
The number of accesses and thus software users per Client is determined by the contractual agreement on which the provision is based or the Additional Terms of Use.
2.5.
azuma remains the sole owner of all rights, property rights and claims in connection with the Software. Except as stated in the Terms, azuma does not grant the Client any rights to copyrights, trade secrets, trademarks or other rights in relation to the components in the Software.
2.6.
The Client grants azuma the right, free of charge and unrestricted in terms of time, space and content, to use the Client as a reference client with a client logo (to be provided by the Client), including the Client's name, for advertising purposes in print and electronic media.
2.7.
At the end of your license term, azuma will use commercially reasonable efforts to enable you to transfer your content from the Services. End user data will not be transferred. The transfer must be completed within 30 days of the effective date of termination or the end of your license term. At the end of this 30-day transition period, azuma reserves the right to delete your content.
2.8.
After the end of the contract, the customer can have their client deleted by sending a deletion request in text form to azuma.
3. Permitted Use
3.1.
Subject to full monthly payment of the contractually agreed usage fee due, the Customer shall receive the simple, non-exclusive, non-sublicensable (with the exception of the Customer's end customers) and non-transferable right to use the Software, limited to the term of this Agreement.
3.2.
The purpose of use of the software is described in the product data sheet.
3.3.
Unless otherwise agreed, the software shall not be transferred to the Customer. The Customer may only use the software for its own business activities.
3.4.
The Customer may not modify the software or examine it by means of "reverse engineering", decompile it, break it down into its components and/or use it as the basis for creating its own software programs.
3.5.
The client may not carry out any attacks or load tests with the software or otherwise accept that the performance of the software is impaired. Upon request, azuma can provide load tests that it has carried out itself.
3.6.
The client is liable for ensuring that the software is not used for unlawful purposes (in particular GDPR) or purposes that violate official regulations or requirements, or that corresponding data, in particular, is not created and/or stored on the server or locally.
3.7.
azuma grants access to the DEV environment free of charge. If the Client is granted access to the software for testing purposes, this access is subject to these Terms of Use. At any time before or during the free trial period, azuma may, at its sole discretion, terminate the free access without prior notice and without any liability to the Client, to the extent permitted by applicable law, for any reason, including to prevent misuse of the free trial access. After expiry of the free trial period, which is determined individually by azuma and the Client, you can only continue to use the Software by registering for a paid subscription. During the free trial period, no express or implied warranties apply to the software. The software is provided "as is" with all faults. There is no obligation to provide technical or other support.
4. Application Data
4.1.
All data that is created or generated during the term of the contract through the permitted use of the software provided by azuma by the end user (customer of the Client) is application data.
4.2.
azuma is entitled to process all collected and stored data in accordance with (data protection) law. The processing of personal data is carried out on the basis of Art. 6 para. 1 lit. b GDPR. This data is processed as part of the fulfillment of the contract, among other things to ensure trouble-free operation. azuma is also entitled to evaluate all collected and stored application data that is not personal. This is done in particular for the purpose of customer support, billing and optimization of the application.
4.3.
Application data generated in the course of a trial version may be deleted after the end of the trial access. In this respect, there is no right of surrender.
4.4.
azuma backs up the application data on the server several times a day at regular intervals.
4.5.
azuma does not access application data from the customer application.
5 Deletion of Data
End user accounts are not deleted upon termination of this license agreement. Only the customer's client data will be deleted. The deletion must either be requested by the customer in text form or an automatic deletion can take place after at least. 180 days.
6 Technical requirements for access
The requirements are based on the respective system requirements, which are specified in the product data sheet.
azuma takes technical measures to ensure that unauthorized systems cannot access the end user's data. The client must ensure that no unauthorized technical access by third parties is possible by handling clients/access tokens correctly.
7. Intellectual Property
7.1.
The customer shall not be entitled to any rights that are not expressly granted to the customer.
7.2.
This License Agreement does not grant any property rights/intellectual property rights or comparable rights to the Software. All intellectual property rights remain with azuma even with the acquisition of a license in accordance with this license agreement. In particular, the Client is not entitled to use the software beyond the agreed scope or to allow third parties to use it or make it accessible to third parties without written permission from azuma. In particular, it is not permitted to reproduce, sell or transfer the software to third parties for a limited period of time, especially not to rent or lend it.
7.3.
azuma uses software products from third party manufacturers (open source software). Click here for more information.
8. Feedback
azuma reserves the right to agree a free, worldwide, transferable, sub-licensable, irrevocable and perpetual license with the end user to use or incorporate end user feedback into its products and services. azuma is not obliged to use the feedback and the end user is not obliged to provide the feedback.
This is done by integrating survey tools into the software or by evaluating the functionalities or as part of a technical evaluation of the end customer's behavior. The end customer will be informed of this in the terms of use for end users.
9. Legal Consequences of Violations
9.1.
If the Client violates one of the provisions of these license terms, this entitles azuma to extraordinary termination if the Client does not remedy the legal violation within 30 days of being requested to do so.
9.2.
If a user with a contractually provided access violates the permitted use from the End User Terms of Use (e.g. use of an account by several users), azuma will re-license the use and reserves the right to block the end user account.
10 Availability
The availability of the software is at least 99% on an annual average, based on twenty-four hours a day and seven days a week. Excluded from the availability are downtimes due to maintenance and software care, in particular planned unavailability, as well as times in which the software cannot be accessed due to technical or other problems that are beyond azuma's control (e.g. force majeure, fault of third parties, etc.).
11. Obligations of the Customer
11.1.
The client shall ensure that the software is used exclusively within the scope of the permitted use in accordance with No. 3 and shall protect this permitted use with suitable and necessary measures. The Client shall inform azuma immediately if it suspects that access may be used by unauthorized persons.
11.2.
The Client is responsible for all activities carried out under its and its end users' logins for the Service. Customer shall use the Service in accordance with this Agreement, the applicable Order Forms, the Documentation and all applicable laws and shall not:
(i) copy, rent, sell, lease, distribute, pledge, assign or otherwise transfer or encumber the Service or any portion thereof or make it available to anyone other than its users;
(ii) send or store infringing or unlawful material in connection with the Service;
(iii) send or store malicious code to the Service;
(iv) attempt to provide unauthorized access to the Service or the data contained therein or interfere with its integrity or performance;
(v) modify, copy or create derivative works of the Service or any part thereof;
(vi) access the Service to create a competing product or service or copy its features or user interface;
(vii) delete, alter, amend or fail to reproduce azuma's name and any copyright or other notices that appear in or on the Service or that are requested by azuma at any time.
11.3.
The Client shall notify azuma in text form of any impairments to the use of the software that he/she believes should be remedied by azuma. In the report, the Client shall describe the existing impairment of use as specifically as possible, in particular the conditions under which it occurs, symptoms and effects.
11.4.
The client shall ensure that all third party rights are observed when handling the software and the data it contains or is created. This also includes ensuring that the necessary attention is paid to data protection when using the software and that all necessary consents for data processing are obtained.
11.5.
Any use of the Service that violates this Agreement, the Documentation or the Order Forms and, in azuma's judgment, jeopardizes the security, integrity or availability of the Service may result in the immediate suspension of the Client's access to the Service by azuma; however, azuma will use commercially reasonable efforts under the circumstances to notify the Client and provide the Client with an opportunity to cure the violation or jeopardy prior to such suspension.
12 Obligations of the End User
The obligations of the end user are described in the User Agreement for end users.
These consist, among other things, of creating a separate user account for each user of the end user. The customer undertakes to inform the end user of this.
13. Usage Fee
13.1.
The usage fee and scope of use (number of end users or users of the end user and scope of functionality) are contractually agreed or are based on azuma's offer.
13.2.
If azuma is used for more than one of the Client's applications, billing shall be per application.
13.3.
Other services such as user support or training shall require a separate contractual agreement.
13.4.
All fees are subject to VAT at the applicable statutory rate and are payable in advance for the agreed billing period.
14. Exclusion of Warranty
Unless otherwise specified in these Terms of Use or other additional terms, the Software is provided "as is". To the extent permitted by law, azuma disclaims all express and implied warranties, including the implied warranties of non-infringement, merchantability and fitness for a particular purpose. azuma assumes no liability in connection with the content of the Client's services. azuma further disclaims any warranty that
(A) the software will meet your requirements or will be available on an uninterrupted, timely, secure and error-free basis;
(B) the results obtained from the use of the software will be effective, accurate or reliable;
(C) the quality of the software will meet your expectations; or
(D) any errors or defects in the software will be corrected.
15. Limitation of Liability
15.1.
Unless otherwise specified in additional terms and conditions, azuma shall not be liable to the Client or any third party for any special, incidental, indirect or consequential damages of any kind and regardless of the cause, including any loss or damage
(A) resulting from loss of use, loss of data, loss of reputation, loss of revenue or loss of profit;
(B) resulting from any other claim relating to your use of or access to the Services or Software.
In the event of gross negligence, willful misconduct by azuma or its employees or death or personal injury, azuma's liability shall not be limited or excluded by any provision contained in these Terms.
15.2.
azuma's total liability in respect of matters arising in connection with the Terms shall be limited to the greater of
(A) EUR 5,000 or
(B) the total amount paid by you for access to Software during the three month period prior to the event giving rise to the liability.
15.3.
These Terms govern azuma's entire liability and your exclusive remedy with respect to access to and use of Software.
16. Termination
16.1.
Either party may terminate this License and User Agreement by giving three months' notice to the end of a month, unless otherwise agreed.
16.2.
Unless otherwise stipulated in an additional agreement, azuma may terminate or suspend your right to use and access the Services or Software at any time if
a) you breach a material contractual obligation (or act in a way that shows that you do not intend to or are unable to fulfill the contractual obligation).
b) you fail to pay any fees for the Software on time.
c) this is necessary for azuma for legal reasons (e.g. if the provision of the Software to you is or becomes illegal).
16.3.
Upon expiration or termination of this License and Use Agreement, the Software may cease to function in whole or in part without prior notice.
17. Data Protection
Both azuma and the Client shall comply with the applicable data protection regulations during and in connection with the execution of this contract.
azuma will process personal data on behalf of the Client as part of the provision of services. For this purpose, the parties agree to the provisions of the Data Processing Agreement (DPA), which must be approved separately. The current version of the DPA can be accessed at any time via the above link.
18. Usage of Data
If the client transmits data to azuma for the purpose of order fulfillment, it is agreed that azuma has the right to use and exploit this data. This data processing serves the purposes of product optimization and development of new services.
19 Miscellaneous
19.1 Assignment.
You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without azuma's written consent. Any such attempt is invalid. azuma may assign its rights under this User Agreement to a third party.
19.2 Partial Invalidity.
If any provision of these Terms of Use is found to be invalid, ineffective or unenforceable for any reason, the remaining provisions shall remain in full force and effect. The invalid, ineffective or unenforceable provision shall be replaced by a valid provision that comes as close as possible to the legal and economic intent of the invalid, ineffective or unenforceable provision.
19.3 Force Majeure.
Neither party shall be liable to the other for any delay or failure to perform any obligation (other than your payment obligations to azuma) under the Terms if the delay or failure is due to unforeseen events occurring after the effective date of the Terms and which are beyond the reasonable control of the parties, such as strikes, blockades, wars, terrorism, riots, natural disasters, refusal of authorization by the government or other governmental authorities, provided that such event prevents or delays the affected party from performing its obligations and such party is unable to prevent or remedy the force majeure at reasonable cost.
19.4.
This User Agreement shall be governed by German law. The place of jurisdiction is Munich.