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6.E. - Page 198 of 272 <br />1 <br />Ltevere-iti <br />§ 4 Rights to Data and Usage Rights for the Application <br />(1) Customer shall in no event be entitled to access the software <br />backend (as described in § 3 (1)) used to provide the Services or interfere <br />with its operation. <br />(2) Customer shall obtain non-exclusive perpetual and territorially <br />unlimited rights to use for its own purposes any data generated by <br />Cleverciti for Customer within the scope of the Services ("Data'). <br />Customer is allowed to make the Data available to end customers (e.g. <br />drivers) via displays and mobile apps. For the avoidance of doubt, <br />Cleverciti is entitled to use the Data for its own purposes without any <br />restriction regarding time, territory or scope, in particular for analyzing <br />and improving its products. <br />(3) Customer shall not be entitled to amend, translate, re-engineer, <br />decompile, disassemble or otherwise modify, develop or prepare <br />derivative works of or attempt to do so or permit a third party to do so <br />with regard to the Application or Hardware, unless Customer is entitled <br />to do so on the basis of mandatory copyright laws on a case-by-case <br />basis. <br />(4) Customer shall not be entitled to interfere with the operation of the <br />Hardware, the Application or the Services or isolate the operating <br />software installed on the Hardware. Customer shall not be entitled to <br />interfere with the network connection or power supply required to <br />operate the Hardware, the Application or Services, except if explicitly <br />instructed by Cleverciti. <br />(5) If and to the extent Cleverciti provides any Application to Customer, <br />Cleverciti grants to Customer, for the term of the Agreement and for the <br />sole purpose of using the Services provided by Cleverciti a simple (non- <br />exclusive), non -transferable, non-sublicensable right to use the <br />Application in connection with the Hardware. Customer shall be entitled <br />to enable end users of the parking spaces detected by the Hardware to <br />use the Application for this purpose. Upon termination of the Agreement <br />Customers rights to use any Application shall end. In this case Customer <br />shall be obliged to de -install all installations of Software or other <br />Cleverciti software programs within Customers possession and destroy <br />all copies thereof as applicable and confirm this in writing upon <br />Cleverciti s request. <br />§ 5 Retention of Title on Hardware <br />Cleverciti shall retain title in all items (as specified in the Offer) delivered <br />by Cleverciti until Customer has paid in total any main and ancillary <br />claims, including future and conditional claims, resulting from Cleverciti s <br />contractually agreed delivery of Hardware. <br />§ 6 Payment Terms <br />(1) Payment for each delivery of the Products shall be made in Euros <br />via bank transfer into the account of Cleverciti as per the respective <br />invoice. VAT will be added if applicable. <br />(2) All payments shall be subject to an invoice issued by Cleverciti. <br />The invoice shall state as a minimum the following: <br />- Offer or Purchase Order number; <br />- Designation of the account into which payments shall be <br />made; <br />- Description of the Products delivered; <br />- Total price; <br />- Relevant taxes (where applicable). <br />(3) Payments for each delivery of the Products shall be made no later <br />than 30 days following Customer's receipt of the invoice, unless <br />otherwise agreed under § 6 (4). <br />(4) The following payment terms shall apply: <br />a) Hardware: 100% of the hardware claim due after delivery. <br />Payable 30 days after delivery. <br />b) Planning and project management costs: due on acceptance <br />of the Offer. <br />c) Set-up, installation and integration services: due after <br />completion of the respective Services. <br />d) Annual fees for regular operational Service ("Annual Services <br />Fee") for the first year of the term (i.e. the first 12 months as <br />of the System Activation Date): (i) 25% of the Annual Services <br />Fee upon Customers acceptance of the Offer; and (ii) 75% of <br />the Annual Services Fee upon the System Activation Date. In <br />the event of partial acceptance (see § 9 ), item (ii) shall apply <br />on a pro rata basis. <br />e) In deviation from the foregoing: In the event the System <br />Activation Date occurs later than planned in the Offer and <br />this is due to a delay on the part of the Customer, Customer <br />shall owe the remaining 75 % of the Annual Service Fee <br />already as of such date on which the System Activation Date <br />would have occurred if there had not been a delay on the part <br />of the Customer. <br />f) Annual Services Fee for subsequent years: As of the second <br />year, Customer shall owe the Annual Services Fees annually <br />in advance at the start of the first month of each year. <br />g) In case of successive activation of individual parking spaces <br />or ClevercitiCards, invoicing can be made on a pro rata basis. <br />§ 7 Cooperation Duties of the Customer <br />(1) Upon Customer's acceptance of the Offer, Customer shall appoint <br />a project leader as responsible contact person for Cleverciti. The project <br />leader shall at the least be authorised to make all technical, financial and <br />legal decisions within the scope of the Offer. <br />(2) Unless agreed otherwise in the Offer, Customer shall have the <br />following cooperation and performance obligations: <br />a) Providing 24/7 power supply in accordance with Cleverciti s <br />specifications; <br />b) Providing a 24/7 connectivity network(e.g. Wifi, LTE, Ethernet <br />cable) in accordance with Cleverciti s specifications; <br />c) Preparing installation locations in accordance with <br />Clevercitis specifications, including obtaining required <br />permits for fastening, installation and blocking (also in case <br />of replacement of Hardware); <br />d) Temporary storage of the Hardware until installation and a <br />small inventory in case the Hardware is defective and needs <br />to be replaced; <br />e) Annual cleaning of the sensors as part of the cleaning of the <br />lighting; <br />f) Charge batteries of ClevercitiCard as needed <br />g) Access to location during normal office hours <br />h) Providing any information which Cleverciti requires in order <br />to provide its Services in accordance with the Agreement; <br />i) Cooperating in technical test and trial runs during normal <br />working hours; cooperating in remedying disruptions if and <br />General Terms and Conditions for the Sale of Hardware and the Provision of Parking Management Services Page 2 of 4 191 <br />352 <br />