AgdaPkt 2020-12-21 Amended Joint SA PFA

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6.E. - Page 197 of 272 UP",orcitl General Terms and Conditions for the Sale of Hardware and the Provision of Parking Management Services PREAMBLE: Cleverciti Systems GmbH, Hofmannstr. 54, 81379 Munich ("Cleverciti") offers hardware for parking management solutions and related services. Customer as identified in the respective offer ("Customer") intends in accordance with Clevercitis offer to order hardware and related services for a parking space management system for use at the location specified in the offer. These General Terms and Conditions ("Terms') govern all services agreed upon between Cleverciti and Customer, unless explicitly agreed otherwise in the offer. Cleverciti and Customer are for the purpose of these Terms hereinafter also individually referred to as "Party" and collectively as "Parties'. § 1 Definitions The following defined terms shall have the meaning assigned to them in this § 1, unless otherwise agreed by the Parties: (1) "Agreement" means, in the order of precedence, (i) the Offer, (ii) these Terms and (iii)the Product Specifications. (2) "Application(sY to the extent offered means an independent application software (e.g. a mobile app to navigate drivers) as described in the Offer and/or the Product Specifications. (3) "Confidential Information' means non-public information disclosed by one Party to the other in any form that: (i) is designated as "Confidential"; (ii) a reasonable person knows or reasonably should understand to be confidential; or (iii) includes either Partys know-how, intellectual property, trade or business secrets and information relating to its business, technology, finances or other affairs under the Agreement, including the negotiated terms of the Agreement; and which is not independently developed by the other Party without reference to the other Party's Confidential Information or otherwise known to the other Party on a non -confidential basis prior to disclosure. (4) "Hardware' means the ClevercitiSensors, ClevercitiCards and/or other hardware described in the Offer and the Product Specifications which is used as part of an on-site parking space management system, including the operating software installed on the hardware. (5) "Offer" the offer issued by Cleverciti to the Customer regarding the Products provided by Cleverciti, which has been accepted by the Customer. (6) "Products' means Hardware, Applications and/or Services provided by Cleverciti as described in the respective Offer and the Product Specifications. (7) "Product Specifications" means Clevercitis descriptions and specifications regarding the Products as contained in or attached to the Offer or provided by Cleverciti upon Customer's request. (8) "Services' means any services to be provided by Cleverciti according to an Offer in addition to the delivery of the Hardware and as described in the offer and the Product Specifications, e.g. operating the Hardware, remote maintenance of the Hardware, set-up services, generating data for analytics and other defined use cases. (9) "System Activation Date' means the date of acceptance of the services according to §9 (2). § 2 References / Order of Precedence (1) References to legal requirements, annexes or other documents shall apply to the then current version of the relevant legal requirements, annexes or other documents, unless explicitly agreed otherwise. (2) Any deviating terms and conditions of Customer shall not apply, including if and to the extent they are contained or referred to in an order or other document of Customer and Cleverciti does not explicitly object to their applicability. § 3 Subject of the Agreement (1) Cleverciti shall sell and deliver the Hardware and Services to Customer. (2) Unless agreed otherwise, Cleverciti shall operate the Productvia its software backend, which has been installed on Clevercitis servers, and in which Cleverciti processes and prepares data collected via the Hardware for Customer. In this context no software is conveyed to Customer. If explicitly agreed in the Offer, Cleverciti shall operate the Hardware via an installation of its software backend on Customers servers. In this case, Cleverciti grants Customer such usage rights as may be required for the installation; Customer shall not obtain any exceeding usage rights for its own use of the software backend. Only Cleverciti shall be allowed to access the software backend and operate the Hardware via the software backend. (3) If agreed in the Offer, Cleverciti shall provide Customer with an application (app) during the term of the Agreement and shall grant Customer the corresponding usage rights to the Application as specified in§4. (4) Browser Chrome or Internet Explorer as well as a functioning internet connection on Customer's side are strictly required system -wise in order to access Cleverciti's services. It is not part of the Services to establish a functioning internet connection or provide Browser Chrome or Internet Explorer. (5) The agreed quality of the Hardware shall be exclusively specified in the Offer and the Product Specifications, the functionality descriptions contained therein as well as the specification of the contractual use specified in the Offer. (6) The technical data, specifications, descriptions of functionalities and possible uses as well as other information contained in the Product Specifications shall be understood exclusively as a description of the quality of the Hardware and not as an independent guarantee or a guarantee on the quality or the durability of the Hardware. (7) Statements of Cleverciti regarding the subject of the Agreement shall only be considered independent declarations of guarantee or a guarantee on the quality or durability within the legal meaning of these terms if these are made in writing by Clevercitis management and explicitly and literally referred to as independent guarantee, guarantee on the quality or guarantee on the durability. (8) Customer shall owe Cleverciti the remuneration agreed in the Offer for the Products agreed in the Offer. Customer shall pay the remuneration in accordance with the payment terms specified in § 6 of these Terms. General Terms and Conditions for the Sale of Hardware and the Provision of Parking Management Services Page 1 of 4 190 351