AgdaPkt 2020-12-21 Amended Joint SA PFA

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6.E. - Page 200 of 272 1. Lteverciti (7) Any claims for damages of Customer based on Defects are subject to the limitations of liability agreed in § 11 below. (8) Cleverciti shall not be liable if Customer or a third party acting on Customers behalf has modified or changed the Hardware or Application or has interfered with the network connection, the power supply or the operation of the software backend, unless Customer can prove that the occurred Defects cannot be attributed to this. (9) For the avoidance of doubt, Cleverciti shall not be liable in the event of any acts of vandalism affecting the Hardware. (10) Any statutory fault -independent liability of Cleverciti for initial Defects shall be excluded. Any claims for damages of the Customer with regard to Defects shall be subject to the limitations of liability set out in (11) Any potential rights for Customer to rebate the fees shall be limited to right to re-claim overpaid fees on the basis of the provisions on unjust enrichment. (12) Any claims for Defects are subject to a limitation period of 12 months from the statutory start of the limitation period. The foregoing shall not apply in the cases of unlimited liability as set out in § 11 Fehler! Verweisquelle konnte nicht gefunden werden., where the statutory provisions of statute of limitation shall apply without limitation. Customers right to claim damages within the limits of § 11 remains unaffected. § 11 Limitation of Liability Please see individual agreement in the Offer. § 12 Term /Termination (1) The Agreement shall come into effect upon Customers acceptance of the Offer. The initial term of the Services is set out in the Offer. The term starts on the System Activation Date. The term shall automatically renew for additional 12 months, if neither Party terminates the Agreement with a 3 months notice period to the end of the then current term. (2) In the event Cleverciti starts invoicing the Annual Services Fee earlier than on the actual System Activation Date due to a delay on the part of the Customer(see § 6 (4)), the term will be extended by this period. (3) The Parties right to terminate the Agreement for cause shall remain unaffected. (4) The termination needs to be declared in writing in order to be valid § 13 Confidentiality (1) Each Party ("Receiving Partr) agrees not to disclose to any third parties - during the term of this Agreement and at all times after termination of the Agreement - any Confidential Information that it may come to know by or from the other Party ("Disclosing Part!!') during the performance of this Agreement. If disclosure is essential, the Receiving Party will, prior to any such disclosure, obtain from such third parties duly binding agreements to maintain in confidence the disclosed Confidential Information to at least the same extent as the Receiving Party is so bound to the Disclosing Party hereunder. (2) Each Party shall ensure that its employees, agents and advisers comply with the obligations in this clause as if they were the relevant party. (3) This clause will survive termination (for whatever reason) of this Agreement. § 14 Publications (1) Both parties agree to timely and comprehensively inform each other about any planned publications concerning the joint project, in order to ensure the protection of their respective legal interests. (2) Unless otherwise agreed, Cleverciti shall be entitled to use Customers name and logo as reference customer on Cleverciti's website as well as in Cleverciti's customer presentations. (3) In the case of publication the parties shall comply with the mutually used trademark and copyright notices. § 15 Governing Law and Jurisdiction (1) The Agreement, and all negotiations and any legal agreements prepared in connection with it, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be explicitly excluded. (2) Each Party agrees that the courts of Munich, Germany shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement, and any legal agreements prepared in connection with the Agreement or its subject matter or formation. Cleverciti shall at its discretion be entitled to assert its own claims at Customer's place of venue. § 16 Miscellaneous (1) Customers right of retention shall be excluded, unless it can be based on undisputed claims or claims finally asserted by a court and is based in the same contractual relationship as Cleverciti's claim. (2) Customers right to set-off counterclaims shall be excluded, unless it concerns undisputed claims or claims finally asserted by a court. (3) Should certain provisions of these Terms or any additional individual agreements be invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties shall be obliged to replace the invalid provision with such other valid provision as comes closes to the economic purpose of the invalid provisions. (4) Amendments or supplements to the Agreement shall be made in writing, including this written form requirement which can only be changed in writing. General Terms and Conditions for the Sale of Hardware and the Provision of Parking Management Services - End of Document - Page 4 of 4 193 354