A. Data Controller

EDGITAL GmbH 
Alfredstrasse 236 
D-45133 Essen 

info@hochtief.de

B. Data Protection Officer

You may contact the Data Protection Officer at datenschutz@hochtief.de or by mail at the address given above, with the reference ‘data protection’.

C. Purposes andlegalgrounds for processing 

As part of our activities, we process personal data of various data subjects (e.g. website and app users, customers, contractual partners) to the extent permitted by law. Information on the purposes and legal bases as well as details of each processing, classified according to processing context, are given further below.

D. Recipients

Depending on the specific processing situation, your personal data will not only be processed by the controller, but also by third parties. Potential recipients include, in particular, processors (e.g. web hosting, software providers, and other technical service providers) as well as third-party providers of online services and content. Please refer to the information on the respective processing for further details. 

E. Transferto third countries 

We generally process your personal data only within the EU. You will be informed separately about possible third-country transfers during the respective processing operation. 

If a transfer is based on an adequacy decision pursuant to Art. 45 of the EU GDPR, you will find an overview of existing EU adequacy decisions at this link (https://commission.europa.eu/law/law-topic/data-protection/international-dimension-data-protection/… 
If a transfer is based on the EU Commission’s standard data protection clauses pursuant to Art. 46(2)(c) of the GDPR, you will find the related implementing decision containing the contractual clauses at this link (https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX:32021D0914&locale=de). 

F. Duration of storage

Personal data will be stored for as long as is required for the purpose, as we are legally obliged, or as other legal grounds justify further processing. Personal data is deleted as soon as the purpose of the processing no longer applies or another ground for deletion pursuant to Art. 17(1) of the GDPR arises (e.g. the withdrawal of consent) and no exception to the obligation to delete pursuant to Art. 17(3) of the GDPR applies. Data in a user account is usually stored for as long as the relevant project continues and the customer requires access. When a user account is deleted, all personal data is removed. Following a deletion request, the user account will be retained in a locked form for 30 days until final deletion. Internal reference IDs (e.g. creator ID) may be retained in existing objects. These can no longer be linked to a specific person, once the user account has been deleted.

G. Datasubjectrights 

As a data subject, you have the following rights: 

• Right of access (Art. 15 GDPR) 

• Right to rectification (Art. 16 GDPR) 

• Right to erasure (Art. 17 GDPR) 

• Right to restriction of processing (Art. 18 GDPR) 

• Right to data portability (Art. 20 GDPR)

H. Right to object (Article 21 GDPR)

You have the right to object at any time, on grounds relating to your particular situation, to the processing of your personal data carried out on the basis of Art. 6(1)(f) of the GDPR. We will then no longer process your personal data, unless there are compelling legitimate grounds for doing so which override your interests, or the processing serves to assert, exercise or defend legal claims. 

You may object to the processing of your data for direct marketing purposes and any associated profiling without giving reasons.

I. Right tolodge acomplaint with a supervisory authority 

You have the right to lodge a complaint with a data protection supervisory authority in accordance with Art. 77 of the GDPR.

J. Withdrawal of consent

In accordance with Art. 7(3), first sentence, of the GDPR, you have the right to withdraw consent given for data processing pursuant to Art. 6(1), first sentence, point (a) of the GDPR or Art. 9(2), point (a) of the GDPR at any time with future effect, without formalities (e.g. by email or phone). The lawfulness of the processing prior to withdrawal remains unaffected.

K. Obligation to provide

You are not obliged to provide your personal data. 

If the legal basis for the respective processing is Art. 6(1)(b) of the GDPR, your personal data is required for the performance or the conclusion of a contract. Without your personal data, the conclusion and performance of the contract will not be possible in these instances. 

If personal data is not provided in cases of processing pursuant to Art. 6(1)(a) of the GDPR (consent) or Art. 6(1)(f) of the GDPR (balancing of interests), it will not be possible to use the relevant services and offers.

L. Automateddecision-makingin individual cases, including profiling 

A solely automated decision-making in individual cases, including profiling, does not take place.

M. Processing operations

a. Provision of thewebsite or (web)app ‘Datahub’ 

• Purpose of processing: Provision, functionality, and optimisation of the website, information security, contract performance. 

• Legal basis: Art. 6(1)(b) and (f) of the GDPR 

• Legitimate interests: Communication and interaction with contractual partners, provision of various data in the context of contract performance, integrity of digital systems (IT security) 

• Data categories: Connection data (e.g. IP address, time of connection), usage data (e.g. access times) 

• Data recipients: IT service providers 

• Intended transfer to third countries: no

b. Contact and communication

• Purpose of processing: Customer and user support 

• Legal basis: Art. 6(1)(b) and (f) of the GDPR 

• Legitimate interests: User support 

• Data categories: Master data, contact details, content data (from emails), usage data (e.g. contact history) and connection data (e.g. IP address) 

• Data recipients: IT service providers 

• Intended transfer to third countries: no 

c. Useraccount

• Purpose of processing: Creation and maintenance of a user account 

• Legal basis: Art. 6(1)(b) and (f) of the GDPR 

• Legitimate interest: Optimised provision of the user account environment 

• Data categories: Master data, contact details, email address, connection data, content data, usage data 

• Data recipients: IT service providers 

• Intended transfer to third countries: no 

d. Documentation and storage 

• Purpose of processing: Legal matters and compliance 

• Legal basis: Art. 6(1)(b) and (f) of the GDPR  

• Data categories: Master data, contact details, connection data, content data 

• Data recipients: IT service providers, authorities and public bodies, legal and tax advisers, if applicable 

• Intended transfer to third countries: no 

e. Content Delivery Network (CDN) and data hosting 

• Purpose of processing : Provision of content of the (web-)app 

• Legal basis: Art. 6(1)(b) and (f) of the GDPR  

• Legitimate interests: Proper provision of content data in the (web) app (e.g. maps and evaluations for customers). 

• Data categories: Connection data, content data, login data 

• Data recipients: IT service providers 

• Intended transfer to a third country: In individual cases, the USA (adequacy decision and additional standard contractual clauses) 

f. Crashreporting, technical logging 

• Purpose of processing: Ensuring functionality and integrity of the application (mobile and browser), troubleshooting 

• Legal basis: Art. 6(1)(b) and (f) of the GDPR  

• Legitimate interests: Maintaining app functionality, error-checking and troubleshooting 

• Data categories: Connection data, content data, device ID, information about the app version used, operating system (Android version, iOS version) and display data such as screen resolution 

• Data recipients: IT service providers 

• Intended transfer to third countries: no 

• Storage duration: App logs are stored for 31 days 

1. Microsoft Clarity (cookie-based)

• Purpose of processing: Ensuring functionality of the app, identifying potential for optimisation  

• Legal basis: Art. 6(1)(b) and (f) of the GDPR  

• Data categories: Access times, IP addresses, cursor/scroll movements 

• Data recipients: IT service providers 

• Intended third-country transfer: In individual cases, the USA (adequacy decision and additional standard contractual clauses between data exporter and data recipient). 

h. Openstreetmap(map retrieval) 

• Purpose of processing: Provision of map material through download (‘tiles’) 

• Legal basis: Art. 6(1)(b) and (f) of the GDPR  

• Legitimate interest, if applicable: Optimised provision of map services 

• Data categories: IP address 

• Data recipients: IT service providers 

• Intended transfer to third countries : In individual cases, the USA (adequacy decision and additional standard contractual clauses between data exporter and data recipient) 

 i. Functionality of the App (Provision via app stores)• Purpose of processing: Functionality of the App
• Legal basis: Art. 6(1)(b) and (f) of the GDPR
• Legitimate interests: Image capture with geolocation in the context of contract performance
• Data categories: Connection data (e.g. IP address, time of connection), usage data, Image data (including for condition assessment) with positional data for location referencing
• Data recipients: IT service providers
• Intended transfer to third countries: no

A. Verantwortlicher 

EDGITAL GmbH 

Alfredstraße 236 

45133 Essen 

info@hochtief.de 

B. Datenschutzbeauftragter 

Den Datenschutz erreichen Sie unter datenschutz@hochtief.de oder postalisch unter der oben angegebenen Adresse mit dem Zusatz „Datenschutz“. 

C. Zwecke und Rechtsgrundlagen der Verarbeitung 

Im Rahmen unserer Tätigkeit verarbeiten wir personenbezogene Daten unterschiedlicher Betroffener (z.B. Webseiten- und Appnutzer, Kunden, Vertragspartner) soweit dies gesetzlich zulässig ist. Über Zwecke und Rechtsgrundlagen sowie weitere Einzelheiten der jeweiligen Verarbeitung informieren wir Sie geordnet nach den unterschiedlichen Verarbeitungssituationen im unteren Teil dieser Datenschutzinformationen. 

D. Empfänger 

Abhängig von der jeweiligen Verarbeitungssituation werden Ihre personenbezogenen Daten nicht nur durch den Verantwortlichen, sondern auch durch Dritte verarbeitet. Zu den möglichen Empfängern gehören insbesondere Auftragsverarbeiter (z.B. Webhosting, Softwareanbieter und andere technische Dienstleister) sowie Drittanbieter von Online-Diensten und Inhalten. Einzelheiten entnehmen Sie ggf. den Hinweisen zur jeweiligen Verarbeitung. 

E. Drittlandübermittlung 

Wir verarbeiten Ihre personenbezogenen Daten grundsätzlich nur innerhalb der EU. Über mögliche Drittlandtransfers werden Sie ggf. gesondert beim jeweiligen Verarbeitungsvorgang informiert. 

Wird eine Übermittlung auf einen Angemessenheitsbeschluss gem. Art. 45 DSGVO gestützt, finden Sie eine Übersicht der bestehenden EU-Angemessenheitsbeschlüsse der unter diesem Link (https://commission.europa.eu/law/law-topic/data-protection/international-dimension-data-protection/adequacy-decisions_en?prefLang=de)  

Wird eine Übermittlung auf Standarddatenschutzklauseln der EU-Kommission gem. Art. 46 Abs. 2 lit. c DSGVO gestützt, finden Sie den entsprechenden Durchführungsbeschluss, der die Vertragsklauseln enthält, unter diesem Link (https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX:32021D0914&locale=de)  

F. Speicherdauer 

Personenbezogene Daten werden so lange gespeichert, wie es der Zweck erfordert, wir gesetzlich zur Aufbewahrung verpflichtet sind, oder andere rechtliche Gründe die weitere Verarbeitung rechtfertigen. Personenbezogene Daten werden gelöscht, sobald der Zweck der Verarbeitung entfällt oder ein anderer Löschgrund gem. Art. 17 Abs. 1 DSGVO vorliegt (z.B. der Widerruf einer erteilten Einwilligung) und keine Ausnahme von der Löschpflicht gem. Art. 17 Abs. 3 DSGVO greift. Daten in einem Benutzeraccount werden in der Regel so lange gespeichert, wie das jeweilige Projekt dauert und der Kunde den entsprechenden Zugang benötigt. Wird ein Benutzerkonto gelöscht, werden alle unmittelbar personenbezogenen Daten entfernt. Das Benutzerkonto wird nach Löschungsaufforderung aus technischen Gründen 30 Tage in gesperrter Form aufbewahrt, bis eine endgültige Löschung erfolgt. Dabei können in bereits bestehenden Objekten interne Referenzkennungen (z. B. Ersteller-ID) erhalten bleiben. Diese können nach Löschung des Benutzerkontos nicht mehr auf eine Person bezogen werden. 

G. Betroffenenrechte 

Als betroffene Person der Datenverarbeitung haben Sie folgende Rechte: 

• Recht auf Auskunft (Art. 15 DSGVO) 

• Recht auf Berichtigung (Art. 16 DSGVO) 

• Recht auf Löschung (Art. 17 DSGVO) 

• Recht auf Einschränkung der Verarbeitung (Art. 18 DSGVO) 

• Recht auf Datenübertragbarkeit (Art. 20 DSGVO) 

H. Widerspruchsrecht (Art. 21 DSGVO) 

Sie haben das Recht, aus Gründen, die sich aus Ihrer besonderen Situation ergeben, jederzeit gegen die Verarbeitung Ihrer personenbezogenen Daten, die aufgrund von Art. 6 Abs. 1 S. 1 lit. f DSGVO erfolgt, Widerspruch einzulegen. Wir verarbeiten Ihre personenbezogenen Daten dann nicht mehr, es sei denn es liegen zwingende schutzwürdige Gründe vor, die Ihre Schutzinteressen überwiegen, oder die Verarbeitung dient der Geltendmachung, Ausübung oder Verteidigung von Rechtsansprüchen.  

Einer Verarbeitung Ihrer Daten zu Zwecken der Direktwerbung sowie des damit ggf. verbundenen Profilings können Sie ohne Angabe von Gründen widersprechen. 

I. Beschwerderecht bei einer Aufsichtsbehörde 

Sie haben das Recht auf Beschwerde bei einer Datenschutzaufsichtsbehörde gem. Art. 77 DSGVO. 

J. Widerruf einer Einwilligung 

Sie haben gem. Art. 7 Abs. 3 S. 1 DSGVO das Recht, eine zur Datenverarbeitung gem. Art. 6 Abs. 1 S. 1 lit. a DSGVO oder Art. 9 Abs. 2 lit. a DSGVO erteilte Einwilligung jederzeit mit Wirkung für die Zukunft formlos (z.B. per E-Mail, telefonisch) zu widerrufen. Die Rechtmäßigkeit der Verarbeitung bis zum Widerruf wird davon nicht berührt. 

K. Verpflichtung zur Bereitstellung 

Sie sind nicht zur Bereitstellung Ihrer personenbezogenen Daten verpflichtet.  

Ist die Rechtsgrundlage der jeweiligen Verarbeitung Art. 6 Abs. 1 S. 1 lit. b DSGVO, sind Ihre personenbezogenen Daten zu einer Vertragserfüllung oder einem Vertragsschluss erforderlich. Ohne Bereitstellung Ihrer personenbezogenen Daten ist der Vertragsschluss und dessen Erfüllung in diesen Fällen nicht möglich. 

Werden die personenbezogenen Daten in den Fällen einer Verarbeitung gem. Art. 6 Abs. 1 S. 1 lit. a DSGVO (Einwilligung) oder Art. 6 Abs. 1 S. 1 lit. f DSGVO (Interessenabwägung) nicht zur Verfügung gestellt, ist eine Nutzung der jeweiligen Dienste und Angebote nicht möglich. 

L. Automatisierte Entscheidungen im Einzelfall einschließlich Profiling 

Automatisierte Entscheidungen im Einzelfall einschließlich Profiling erfolgen nicht. 

M. Verarbeitungsvorgänge 

Bereitstellung der Website, bzw. (Web-)App „Datahub“ 

i. Verarbeitungszweck: Bereitstellung, Funktionsfähigkeit und Optimierung der Website, Informationssicherheit, Vertragsdurchführung. 

ii. Rechtsgrundlage: Art. 6 Abs. 1 S. 1 lit. f DSGVO, Art. 6 Abs. 1 S. 1 lit. b DSGVO 

iii. Ggf. Berechtigte Interessen: Kommunikation und Interaktion mit Vertragspartnern, Bereitstellung diverser Daten im Rahmen der Vertragsdurchführung, Integrität digitaler Systeme (IT-Sicherheit) 

iv. Datenkategorien: Verbindungsdaten (z.B. IP-Adresse, Zeitpunkt der Verbindung), Nutzungsdaten (z.B. Zugriffszeiten) 

v. Datenempfänger: IT-Dienstleister 

vi. Beabsichtigte Drittlandübermittlung: nein 

b. Kontaktaufnahme und Kommunikation 

i. Verarbeitungszweck: Kunden- und Nutzerbetreuung 

ii. Rechtsgrundlage: Art. 6 Abs. 1 S. 1 lit. f DSGVO 

iii. Ggf. Berechtigte Interessen: Nutzerbetreuung 

iv. Datenkategorien: Stammdaten, Kontaktdaten, Inhaltsdaten (von E-Mails), Nutzungsdaten (z.B. Kontakthistorie) und ggf. Verbindungsdaten (z.B. IP-Adresse) 

v. Datenempfänger: IT-Dienstleister 

vi. Beabsichtigte Drittlandübermittlung: nein 

c. Nutzerkonto 

i. Verarbeitungszweck: Einrichtung und Erhaltung eines Nutzerkontos 

ii. Rechtsgrundlage: Art. 6 Abs. 1 S. 1 lit. b, f DSGVO 

iii. Ggf. berechtigtes Interesse: Optimierte Bereitstellung der Benutzerkontenumgebung 

iv. Datenkategorien: ggf. Stammdaten, ggf. Kontaktdaten, E-Mail-Adresse, Verbindungsdaten, Inhaltsdaten, Nutzungsdaten 

v. Datenempfänger: IT-Dienstleister 

vi. Beabsichtigte Drittlandübermittlung: nein 

d. Dokumentation und Aufbewahrung 

i. Verarbeitungszweck: Rechtsangelegenheiten und Compliance 

ii. Rechtsgrundlage: Art. 6 Abs. 1 S. 1 lit. c DSGVO 

iii. Datenkategorien: Stammdaten, Kontaktdaten, Verbindungsdaten, Inhaltsdaten 

iv. Datenempfänger: IT-Dienstleister, ggf. Behörden und öffentliche Stellen, Rechts- und Steuerberater 

v. Beabsichtigte Drittlandübermittlung: nein 

e. Content-Delivery-Network (CDN) und Datenhosting 

i. Verarbeitungszweck: Bereitstellung der Inhalte der (Web-)App 

ii. Rechtsgrundlage: Art. 6 Abs. 1 S. 1 lit. b, f DSGVO 

iii. Ggf. berechtigte Interessen: Ordnungsgemäße Bereitstellung von Inhaltsdaten in der (Web-)App (z.B. Kartenmaterial und Auswertungen für die Kunden). 

iv. Datenkategorien: Verbindungsdaten, Inhaltsdaten, Login-Daten  

v. Datenempfänger: IT-Dienstleister 

vi. Beabsichtigte Drittlandübermittlung: Im Einzelfall USA (Angemessenheitsbeschluss sowie zusätzliche Standardvertragsklauseln). 

f. Crash Reporting, technisches Logging 

i. Verarbeitungszweck: Sicherstellung der Funktionsfähigkeit und Integrität der Anwendung (mobil und Browser), Fehlerbehebung 

ii. Rechtsgrundlage: Art. 6 Abs. 1 S. 1 lit. f DSGVO 

iii. Ggf. berechtigte Interessen: Erhaltung der Funktionsfähigkeit der App, Fehlerprüfung und Fehlerbehebung 

iv. Datenkategorien: Verbindungsdaten, Inhaltsdaten, Geräte-ID, ggf. Informationen über verwendete App-Version, Betriebssystem (Android-Version, iOS-Version) und Darstellungsdaten wie Auflösung des Bildschirms 

v. Datenempfänger: IT-Dienstleister 

vi. Beabsichtigte Drittlandübermittlung: nein 

vii. Speicherdauer: App-Logs werden 31 Tage gespeichert. 

g. Microsoft Clarity (cookiebasiert) 

i. Verarbeitungszweck: Sicherstellung der Funktionsfähigkeit der App, Erkennung von Optimierungspotenzial 

ii. Rechtsgrundlage: Art. 6 Abs. 1 S. 1 lit. a DSGVO 

iii. Datenkategorien: Zugriffzeiten, IP-Adressen, Cursor/Scrollbewegungen 

iv. Datenempfänger: IT-Dienstleister 

v. Beabsichtigte Drittlandübermittlung: Im Einzelfall USA (Angemessenheitsbeschluss sowie zusätzliche Standardvertragsklauseln zwischen Datenexporteur und Datenempfänger). 

h. Openstreetmap (Kartenabruf) 

i. Verarbeitungszweck: Bereitstellung von Kartenmaterial durch Download („Tiles“) 

ii. Rechtsgrundlage: Art. 6 Abs. 1 S. 1 lit. b DSGVO 

iii. Ggf. berechtigtes Interesse: Optimierte Bereitstellung der Kartendienste 

iv. Datenkategorien: IP-Adresse 

v. Datenempfänger: IT-Dienstleister 

vi. Drittlandübermittlung: Im Einzelfall USA (Angemessenheitsbeschluss sowie zusätzliche Standardvertragsklauseln zwischen Datenexporteur und Datenempfänger). 

i. Funktionsfähigkeit der App (Bereitstellung via App-Stores)
i. Verarbeitungszweck: Funktionsfähigkeit der App
ii. Rechtsgrundlage: Art. 6 Abs. 1 S. 1 lit. b, f DSGVO, Art. 6 Abs. 1 S. 1 lit. b, f DSGVO
iii. Berechtigte Interessen: Aufnahme von Bildern mit Positionen im Rahmen der Vertragsdurchführung
iv. Datenkategorien: Verbindungsdaten (z.B. IP Adresse, Zeitpunkt der Verbindung), Nutzungsdaten, Bilddaten (u.a. für die Zustandserfassung) mit Positionsdaten zur Verortung
v. Datenempfänger: IT Dienstleister
vi. Beabsichtigte Drittlandübermittlung: nein

Last Updated: 01.05.2026

This Master Software-as-a-Service Agreement (collectively, together with all related Addenda and “Order Forms” (as defined below in Section 1), this “Agreement”) is entered into by and between  EDGITAL GmbH (“Provider”), the entity identified as the customer in the applicable Order Form (“Customer”).

By executing an Order Form that references this Agreement, Customer agrees to be bound by the terms and conditions of this Agreement, and such Order Form is hereby incorporated into this Agreement by reference.

NOW, THEREFORE, for good and valid consideration, and intending to be legally bound, Provider and Customer do hereby agree as follows:

1. DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement.  For purposes of the foregoing, “control” means ownership or the power to dispose of greater than fifty percent (50%) of any outstanding voting class of equity securities or interests in the subject entity.

“Customer Input” means (i) materials, information and data that is input into the Products by Customer and/or its Users; and (ii) data or business logic supplied by Customer, if any, in relation to the use, configuration, or implementation of the Products.

“Documentation” means any training or user manuals and other documentation for the Products and/or Services which Provider in its sole discretion chooses to make available to Customer from time to time.

“Fee” or “Fees” shall mean fees charged for Services and Products as set forth in the applicable Order Form(s)

“Initial Services Term” shall mean one (1) year, except as otherwise specified in an Order Form.

“Order Form” means any written or electronic document mutually agreed to by Provider and Customer (including by exchange of emails) for the provision of Products and/or Services by Provider to Customer. Each Order Form must be executed by authorized representatives of both parties and shall evidence Customer’s acceptance of this Agreement. Order Forms shall be deemed incorporated herein by reference.

“Output” means the materials, information and data produced by any Products, including those produced as a result of processing Customer Inputs.

“Products” means the Provider’s software-as-a-service platform, as well as those other Provider proprietary cloud-based and mobile app-based platforms, including artificial intelligence-based solutions, algorithms,  and tools licensed by Customer as set forth in one or more Order Forms, as well as any updates, modifications, customizations or improvements thereto as Provider may provide to Customer from time to time.  

“Renewal Services Term” shall mean an additional Services Term beyond the Initial Services Term for which an Order Form is renewed.

“Services” means the hosting and provision of access to the Products to Customer via the Internet as software-as-a-service in accordance with the terms of the applicable Order Form(s) and this Agreement. References to the “Services” in this Agreement shall include the Services and the Support Services (as defined below).

“Services Term” shall mean the Initial Services Term, together with the Renewal Services Terms, if any.

“Support Services” shall have the meaning set forth in the Support Services Addendum attached as Addendum A hereto.

“User(s)” means Customer’s employees, independent contractors, and/or agents who use any of the Products or Services.

2. LICENSE; SERVICES; CUSTOMER RESPONSIBILITIES
   • License; Provision of Services. Subject to the terms and limitations set forth in this Agreement, and provided that Provider has received timely payment of all Fees owed under this Agreement, Provider hereby grants Customer a limited, non-transferable and non-sublicensable (except in connection with a permitted assignment of this Agreement), revocable (in connection with termination of this Agreement or the relevant Order Form(s)), worldwide license to access and use the Products and Services, solely for Customer’s internal business purposes during the Services Term and solely in accordance with the terms of this Agreement, the relevant Order Form(s), and the Documentation. Customer shall remain responsible and liable for any use or misuse of the Product(s) exceeding the scope of the foregoing license rights, including, without limitation, for any damages or other harm to third parties resulting therefrom. If an Order Form specifies a maximum number of Users, seats, licenses, or similar restrictions, then Customer may not use the Products in a manner that exceeds such restrictions.  From time to time, upon Provider’s reasonable written request, Customer shall certify in writing as to its compliance with the terms of this Agreement and any Order Form(s), including, without limitation, Customer’s compliance with any restrictions on Customer’s maximum number of Users, seats, or licenses.  Provider shall make the Services available to Customer pursuant to this Agreement and the applicable Order Form(s). Customer, on behalf of itself and its Users, and hereby acknowledges and agrees that its (and its Users’) use of the Product(s) and Services, shall at all times be subject to Provider’s Terms of Service Smart Mobile App and Data Hub (the “Terms of Service”), as set forth at (https://edgital.io/privacy-policy-datenschutzerklaerung-edgital/), which is incorporated by reference herein.  Provider shall notify Customer in writing in the event Provider makes any changes to the Terms of Service.  
   • Customer Responsibilities. Customer shall (i) be solely responsible for the provision of the necessary resources, as set forth in the Order Form, for Provider to perform its Services or to provide its Products, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services or the Products, and notify Provider in writing promptly of any such unauthorized access or use, (iii) use the Services or the Products only for Customer’s internal business purposes and not for service bureau use or time-sharing, and (iv) be solely responsible for all acts, omissions, and activities of its Users, including their compliance with this Agreement, the Terms of Service, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation. Customer shall not (or permit any other person to) (A) sell, resell, license, rent or lease the Services or any of the Products, (B) use the Products or Services to transmit infringing, libelous, or otherwise unlawful or tortious material, or to violate third-party privacy rights, or (C) interfere with or disrupt the integrity or performance of the Services, any of the Products, or any third-party data contained therein. 
   • Customer hereby understands and agrees that Provider may utilize subcontractors to perform and deliver the Products and Services, provided that Provider shall at all times remain responsible for such subcontractors to the same nature and extent that Provider is responsible for its own performance of the Products and Services hereunder.
3. CUSTOMER MATERIALS; THIRD PARTIES
   • License to Customer Input: By executing this Agreement Customer hereby grants to Provider a royalty-free, worldwide, non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicensable (except to authorized contractors and resellers as Provider deems necessary to provide the Products and Services), limited license to use, reproduce, modify, transmit, distribute and display the Customer Input in connection with the provision of the Services and the Products. Customer shall remain responsible and liable for the Customer Input (as provided to Provider), as well as for Customer’s systems, applications, and websites, including, without limitation, for any damages or other harm to third parties resulting therefrom.
   • AI Learning Data. Customer further acknowledges and agrees that the Products may incorporate machine learning and artificial intelligence technology, and as such, the license granted in Section 3.1 (License to Customer Input) shall expressly include the right for Provider to use anonymized Customer Inputs for Provider’s own business purposes, including quality assurance, testing, developing, training, and improving the analytics algorithms and other functionality and features of the Products and of other Provider products and services for the benefit of Provider and Provider’s customer base (“AI Learning Data”). Provider will use commercially reasonable efforts to ensure that its use of AI Learning Data does not identify Customer to any other user of the Products.
   • Inappropriate Content and Communications. Provider may, in its sole discretion and upon notice to Customer, remove or disable access to content, materials and/or data from the Products, or suspend the ability of individual Users to access the Products, if Provider believes in good faith that such content, materials and/or data, or the activities of the affected Users, as applicable, are infringing or violate applicable law or third-party rights, or threaten legal, operational or reputational harm to Provider, its systems or customers, or to third parties.
   • Third Parties. The Products may integrate with third-party systems, tools, applications, and websites (“Third-Party Tools”).  Customer understands and agrees that Provider does not control, and has no responsibility for, any such Third-Party Tools, or any changes thereto.  Provider is not responsible for any breach or other loss of data processed by a Third-Party Tool or any other system that is not operated and controlled exclusively by Provider.  Customer further understands and agrees that Provider does not control, and has no responsibility for, any of Customer’s own systems, applications, or websites, or any changes thereto.    
   • Personal Data. To the extent that any Customer Input contains and/or consists of material or information constituting personally identifiable information that is regulated under any applicable law or regulation (collectively, “Personal Data”), Customer shall (a) limit the upload or disclosure of any Personal Data only to the minimum amount necessary for Customer to use the Product(s), and (b) ensure that its usage and disclosure of Personal Data is at all times compliant with all applicable laws and regulations.  
4. FEES AND PAYMENT
   • Customer Fees. Provider’s Fees shall be specified in the applicable Order Form(s). Provider will invoice Customer for the Fees for the Initial Services Term and for each Renewal Services Term as provided in the relevant Order Form. All Fees, payments, and deposits are non-refundable (except as expressly provided otherwise in this Agreement).  Customer shall pay all amounts due under this Agreement to Provider in U.S. dollars within thirty (30) days from the date of invoice, unless specified otherwise in an Order Form.  Provider may charge interest on overdue amounts at the rate of one and one-half percent (1.5%) per month or the highest lawful rate, whichever is less. Provider may also temporarily suspend provision of any Services if any Fees or other amounts owed under this Agreement are overdue and are not paid in full within seven (7) days after Provider sends written or e-mail notice of the delinquency to Customer.
   • Billing Disputes. Customer must provide Provider with written notice of any disputed charges within fifteen (15) days after the invoice date or shall be deemed to have waived its right to dispute charges.  If a dispute is submitted on or before the due date for the applicable invoice, Customer agrees to pay the invoiced amount minus the disputed amount on or before the due date.  The dispute notice shall set forth in reasonable detail the information concerning the disputed charges and reasons for the dispute.
   • Ordering Services. An Order Form will be binding on both parties when accepted by Provider and signed by an authorized representative of each party, and execution of an Order Form by Customer constitutes Customer’s acceptance of this Agreement. No additional or different terms in any Customer purchase order or similar document shall modify the terms of this Agreement.
   • Suspension of Service. If any charge owing by Customer is thirty (30) days or more overdue, Provider may, without limiting its other rights and remedies, suspend Services or disallow the use of the Products until such amounts are paid in full. Provider may charge interest on overdue amounts at the rate of one and one-half percent (1.5%) per month or the highest lawful rate, whichever is less. In the event that Provider must utilize a collection agency or institute legal proceedings to collect any fees or other amounts due under this Agreement, Customer shall be liable for all reasonable attorneys’ fees, agency costs and other costs associated therewith.
   • Unless otherwise stated, Provider’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, „Taxes„). Customer is responsible for paying all Taxes associated with its purchases of Services or Products hereunder. If Provider has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.  However, Provider is solely responsible for Taxes assessable against it based on its income, property and employees.
   • Customer agrees to keep accurate and complete records from which Customer’s compliance with this Agreement, including without limitation all of the sums payable to Provider, can be readily determined, and will make available all relevant information and copies of details or reporting related to such records for Provider’s (or its authorized agent’s) inspection upon Provider’s reasonable request.
5. PROPRIETARY RIGHTS
   • Reservation of Rights. The Products and Services furnished under this Agreement are licensed, not sold, to Customer. Subject to the limited rights expressly granted hereunder, as between Customer and Provider, Provider hereby expressly reserves all rights, title and interest in and to (i) the Services and Products, (ii) all related software and hardware, applications, modules, code (including source and object code), and instructions, processing systems and techniques, inputs and outputs, methodologies and technical information, Documentation and training materials, (iii) all Output and any other deliverables created by Provider or the Products (including in connection with any Services provided to Customer), and (iv) any customizations, improvements, modifications or derivative works of or to the foregoing, including all related intellectual property rights (collectively, the “Provider Intellectual Property”). The Customer acknowledges that it receives no right, title or interest to the Provider Intellectual Property except for the limited rights provided within this Agreement. Provider also retains title to any and all copies made of any embodiments or features of the Provider Intellectual Property, and upon any termination of this Agreement or the applicable Order Form, all such copies must be returned to Provider or destroyed, at Provider’s instruction. For the avoidance of doubt, nothing in this Agreement or any Order Form shall be construed to restrict or prevent Provider from developing, offering, licensing, or otherwise providing to any third party any software, products, or services that are similar to or competitive with the Provider Intellectual Property or any portion thereof, whether for itself or for other customers, anywhere in the world.
   • Customer agrees not to contest Provider’s title and intellectual property rights in or to the Provider Intellectual Property, and Customer shall not copy or emulate any features or functionality of the Products or Services.
   • Feedback and Usage Data. All feedback, suggestions, improvements, and similar information relating to the Products or Services and provided by Customer or its Users to Provider shall be the sole property of Provider which may freely use them without any obligation to obtain consent or pay compensation. For the avoidance of doubt, however, as between Customer and Provider, Customer shall own the Customer Inputs. Provider may use AI Learning Data as set forth in Section 3.2 (AI Learning Data), and Provider may collect and use usage and performance data derived from the AI Learning Data and from usage of the Products for research and to improve Provider’s Products and Services (“Usage Data”). Provider may also de-identify Usage Data so that it does not identify Customer or any individual, and aggregate such de-identified Usage Data with other subscribers’ de-identified data and license and disclose the aggregated, non-Customer-specific data in the form of case studies, other marketing and industry communications, and insights.
   • Customer shall not (i) permit any third party to access any Products or Output except as permitted herein, (ii) modify or create derivative works based on the Provider Intellectual Property or merge it with any other products or services, (iii) copy, frame or mirror any part or content of the Provider Intellectual Property, (iv) reverse engineer the Provider Intellectual Property, or (v) access the Services, the Products, the Output, or the Provider Intellectual Property in order to (a) build a competitive product or service or for any benchmarking purposes, (b) copy any features, functions or graphics of the Provider Intellectual Property, or (c) use the Services, the Products or the Provider Intellectual Property other than as set forth in Section 2 (License; Services; Customer Responsibilities). Customer may use the Products and Output only for its internal organizational purposes and may not provide outsourcing, service bureau, application service provider or similar services to third parties.
   • Restricted Rights. The Products, Services, and any related information are commercial computer software and commercial computer software documentation, and, as specified in FAR 12.212 or DFARS 227.7202, and their successors, as applicable, the U.S. federal government’s rights to use, reproduce or disclose such software, documentation and other information are restricted in accordance with the terms and conditions of this Agreement. Use, duplication, or disclosure by the U.S. federal government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (b)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.
   • Cooperation and Intended Use. The parties agree to cooperate with one another as reasonably necessary to set up and activate Customer’s instance of the Products and Services. Failures or delays in providing Provider with any requested cooperation and/or information may impact the availability and performance of the Products and Services. Customer acknowledges that the Products and Services are intended solely for the purposes specified in this Agreement and/or the Documentation and for no other purpose.  Provider shall have no liability whatsoever for any injuries, losses, or damages arising from the use of the Products and Services, or any components or modifications thereof, for any other purpose, including any use in providing or making decisions relating to health care, credit, insurance, employment, criminal justice, or governmental assistance.  Customer shall remain responsible and liable for Customer’s operation of its own business and affairs (including with respect to any actions or decisions undertaken by Customer based on its use of the Products or Services), including, without limitation, for any damages or other harm to third parties resulting therefrom.  
6. CONFIDENTIALITY
   • Confidential Information. As used herein, „Confidential Information“ means all information disclosed by a party („Disclosing Party„) to the other party („Receiving Party„), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business research, procedures and costs, financial data, distribution methods, marketing data, methods, plans and efforts, the identities and terms of engagements with actual and prospective suppliers or customers, personnel information, and information received from third parties subject to obligations of non-disclosure or non-use.  Confidential Information of Provider shall include the Provider Intellectual Property, the results of benchmark and other tests run by either party with respect to the Products and Services, Provider’s pricing for the Products and Services, and the terms and conditions of this Agreement, the Documentation and all Order Forms. Notwithstanding the foregoing, the Receiving Party shall have no obligation of confidentiality with respect to any information which the Receiving Party can demonstrate by written documentation: (a) is already known to the Receiving Party at the time of disclosure; (b) is or subsequently becomes publicly available through no wrongful act of the Receiving Party or its employees or contractors; (c) is disclosed or provided to the Receiving Party by a third party without restriction and without having violated any confidentiality obligation owed to the disclosing party; or (d) is developed independently by the Receiving Party without use of or access to the disclosing party’s Confidential Information.
   • Protection of Confidential Information. The Receiving Party agrees not to permit access to or to disclose the Disclosing Party’s Confidential Information, except to the Receiving Party’s authorized employees and contractors who are bound by confidentiality agreements with terms no less restrictive than those of this Section 6 (Confidentiality) and who need to use or have access to the Disclosing Party’s Confidential Information for the purposes contemplated by this Agreement.  Any Confidential Information of the Disclosing Party shall be used by the Receiving Party only to perform its obligations or exercise its rights under this Agreement. A Receiving Party shall (i) use at least the same degree of care in protecting the Disclosing Party’s Confidential Information as such Receiving Party generally exercises in protecting its own most valuable proprietary information; (ii) inform its employees and contractors having access to the Disclosing Party’s Confidential Information of its confidential nature; and (iii) be responsible for the acts and omissions of its employees and contractors having access to the disclosing party’s Confidential Information. In no event shall a Receiving Party use less than a commercially reasonable degree of care in protecting the Disclosing Party’s Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have agreed to confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
   • Compelled Disclosure. In addition, either party may disclose Confidential Information of the other to the extent required by law or a judicial or regulatory order; provided, however, that the party subject to the requirement furnishes the other party with as much advance written notice as possible under the circumstances and cooperates with its efforts to obtain a suitable protective order. If such an order is not obtained, or the party owning the information waives the non-disclosure obligation, the other party may disclose that portion of the Confidential Information which, based on the advice of counsel, is subject to the judicial, legal or regulatory disclosure requirement.  Each party shall promptly notify the other of any suspected unauthorized access, use, disclosure, alteration or loss of the other party’s Confidential Information of which it becomes aware and shall cooperate with such other party’s reasonable requests in connection with investigating and remediating any such incident.

7. WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
   • Mutual Warranties. Each party represents and warrants that (i) it has been duly authorized under applicable corporate laws to enter into this Agreement, and (ii) it will comply with all applicable laws in its performance hereunder. 
   • Provider Performance Warranty. Provider warrants that (i) it shall perform all Services in a professional, workmanlike manner; (ii) all Products shall materially conform materially to functional specifications as described in their then current Documentation during each Services Term (the “Functional Warranty”); and (iii) Provider will use commercially reasonable efforts, including commercially available virus scanning software, designed to ensure that the Products, as delivered by Provider, will be free of any destructive devices such as Trojan horses, worms, or viruses commonly known within the software industry at the time of delivery.
   • Customer Warranty. Customer warrants that (i) Customer’s use of the Products and Services, and Customer’s provision of any Customer Input (including but not limited to any Personal Data) to Provider hereunder in connection therewith, is in compliance with Customer’s privacy policies and all applicable legal and regulatory requirements; (ii) the Customer Inputs do not infringe or violate the rights of any third party, including, without limitation, any intellectual property or other proprietary rights, or any applicable law or regulation; (iii) Customer has obtained all permissions and consents from Users and as required for Customer’s usage of the Products, and Customer will provide Provider with evidence of any required permission or consent upon request; (vi) Customer will use commercially reasonable efforts, including commercially available virus scanning software, designed to ensure that the Customer Inputs will not contain viruses, spyware, malware or other harmful code; and (v) Customer’s and its Users’ use of the Products and Services will be in compliance with the Terms of Service.
   • Provider Product Warranty Remedies. As Customer’s sole and exclusive remedy, and Provider’s sole liability, for any breach of the Functional Warranty, Provider shall take reasonable steps to correct or repair the Products so that they materially conform to the applicable Documentation.
   • Exclusions to Functional Warranty. Provider shall not be obligated to remedy any failure or defect in the Products that cannot be adequately repeated. The Functional Warranty does not apply to any failure or defect in the Products that results from (i) Customer’s failure to maintain the proper production environment to access and use the Products or Services (including any failure to maintain the systems and applications required by the Documentation or as specified in an Order Form) or failure to cooperate in the setup and implementation of the Products or Services as required by Section 3.2 (AI Learning Data) above; (ii) use of the Products or Services in a manner or for a purpose not expressly permitted in this Agreement or the Documentation; (iii) failures or improper use or configuration of Customer or third-party hardware, software, equipment or networks, or incorrect or invalid data submitted by Customer or Users; (iv) new data or functionality entered dynamically or through formal release process by Customer or third parties; or (v) an event described in Section 12.8 (Force Majeure) below.
8. INDEMNIFICATION
   • Indemnification by Provider. Provider shall indemnify, defend, and hold harmless Customer and its employees, agents, and representatives, from and against any claim, demand, suit, or proceeding (each, a „Claim„) made or brought against Customer by a third party, and any out-of-pocket costs, damages, fines, penalties, expenses, and fees (including reasonable attorneys’ fees) (collectively, “Costs”) incurred by Customer in connection therewith, alleging that the Products or Services, as used in accordance with this Agreement, infringe or misappropriate a United States patent, copyright, trademark, or other intellectual property right of a third party. Notwithstanding the foregoing, Provider shall not be responsible to the extent that any alleged infringement or misappropriation arises from (i) the Customer Input or Customer’s systems, applications, websites, or any other content, information, instructions or specifications provided by Customer; (ii) modification or alteration of the Products or Services by Customer or its agents, if the infringement would not have occurred but for the modification or alteration; (iii) the Customer Inputs, or any other content, information, instructions or specifications provided by Customer; (iv) use of the Products or Services by other than authorized Users, (v) use of the Products or Services in combination with other business processes, products, devices, software, services or components which were not furnished to Customer by Provider or included with the Products or Services, if the infringement would not have occurred but for the combination; or (vi) use of the Products or Services for a purpose other than that for which they were designed or in violation of this Agreement. Should any Products or Services become, or in Provider’s opinion likely to become, the subject of a claim of infringement or misappropriation, Provider shall, at its option and expense either: (i) procure for Customer the right to continue to use the Products or Services; or (ii) replace or modify the infringing Products or Services to make their use non-infringing without loss of substantial functionality. Notwithstanding the foregoing, if Provider, in its sole discretion, determines that neither of the said options is available to it on commercially reasonable terms, Provider, at its option, may terminate the provision or Customer’s use of the allegedly infringing Products or Services, in which event Provider shall refund to Customer a prorated portion of the annual Fee paid by Customer for the applicable Products or Services during the then-current Services Term. The infringement indemnification remedies provided herein shall be Provider’s sole liability, and Customer’s sole and exclusive remedy, for any claims or allegations relating to intellectual property infringement or misappropriation.
   • Indemnification Procedure. The indemnification obligations of each indemnifying party in this Section 8 (Indemnification) will be dependent on the indemnified party: (a) providing the indemnifying party with prompt written notice of a Claim; (b) permitting the indemnifying party to exclusively control the defense and settlement of the Claim (provided, however, that the indemnified party may, at its sole expense, participate in such defense using counsel of its choice); (c) providing the indemnifying party with reasonable information and assistance for the defense or settlement of the action, at the indemnifying party’s expense; and (d) using all commercially reasonable efforts to mitigate any loss, damage or costs related to the Claim. An indemnifying party may not enter into a settlement or compromise of any Claim that would impose an obligation upon an indemnified party, without the indemnified party’s prior written approval, which shall not be unreasonably withheld.
9. LIMITATION OF WARRANTY AND LIABILITY
   • Warranty Limitations.
     1. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7 (WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS,” AND PROVIDER MAKES AND CUSTOMER RECEIVES NO OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND PROVIDER SPECIFICALLY DISCLAIMS AND EXCLUDES ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, SECURITY, OR UNINTERRUPTED OR ERROR-FREE OPERATION, ACCURACY OR COMPLETENESS, INCLUDING ACCURACY, RELIABILITY, REVENUE POTENTIAL, LEGAL AND REGULATORY COMPLIANCE, OR FREEDOM FROM BIAS; ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; OR STATUTORY REMEDY. PROVIDER SHALL HAVE NO LIABILITY ARISING FROM DECISIONS MADE OR ACTIONS TAKEN BY CUSTOMER BASED ON CUSTOMER’S USE OF OR RELIANCE ON THE PRODUCTS OR THE OUTPUTS, ALL OF WHICH IS ENTIRELY AT CUSTOMER’S OWN RISK. NO STATEMENT WHETHER MADE BY PROVIDER’S EMPLOYEES, AGENTS OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY PROVIDER FOR ANY PURPOSE OR TO GIVE RISE TO ANY LIABILITY ON THE PART OF PROVIDER. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR COMPLYING WITH ANY LAWS, RULES, AND, REGULATIONS APPLICABLE TO ITS USE OF PRODUCTS, SERVICES AND/OR THE OUTPUTS, AND PROVIDER SHALL HAVE NO LIABILITY ARISING FROM DECISIONS MADE OR ACTIONS TAKEN BY CUSTOMER BASED ON CUSTOMER’S USE OF OR RELIANCE ON PRODUCTS, SERVICES AND/OR THE OUTPUTS, ALL OF WHICH IS UNDERTAKEN ENTIRELY AT CUSTOMER’S OWN RISK.
     2. THE SAFETY OF USERS AND THE SAFETY OF OTHERS IS PARAMOUNT. THE PRODUCTS AND SERVICES ARE NOT INTENDED TO BE ACCESSED, VIEWED, MANIPULATED, OR INTERACTED WITH BY ANY USER WHILE SUCH USER IS DRIVING OR OTHERWISE OPERATING A MOTOR VEHICLE. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USERS COMPLY WITH THE FOLLOWING REQUIREMENTS: (I) USERS WILL NOT OPEN, VIEW, INTERACT WITH, OR OTHERWISE USE THE PRODUCTS OR SERVICES WHILE DRIVING OR OPERATING A VEHICLE IN MOTION; (II) ANY IMAGE CAPTURE OR DATA COLLECTION FUNCTIONALITY IS DESIGNED TO OPERATE PASSIVELY AND AUTOMATICALLY, WITHOUT REQUIRING ANY USER INTERACTION WHILE A VEHICLE IS IN OPERATION; (III) USERS ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE TRAFFIC LAWS, DISTRACTED DRIVING LAWS, AND SAFETY REGULATIONS; AND (IV) THE PRODUCTS AND SERVICES DO NOT REPLACE ANY USER’S DUTY TO OPERATE A VEHICLE SAFELY, REMAIN ALERT TO ROAD CONDITIONS, OR EXERCISE REASONABLE CARE AND JUDGMENT AT ALL TIMES. THE CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF THE PRODUCTS AND SERVICES BY ITS USERS IN OR AROUND A VEHICLE AND IS RESPONSIBLE FOR IMPLEMENTING AND ENFORCING APPROPRIATE POLICIES, TRAINING, AND CONTROLS TO PREVENT PROHIBITED USE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ACCIDENTS, INJURIES, DEATH, PROPERTY DAMAGE, TRAFFIC CITATIONS, OR OTHER LOSSES ARISING OUT OF OR RELATING TO A USER’S USE OF THE PRODUCTS OR SERVICES WHILE DRIVING, INCLUDING ANY FAILURE BY THE CUSTOMER TO ENFORCE THE FOREGOING RESTRICTIONS. THE PRODUCTS AND SERVICES MUST NOT BE USED BY ANY USER WHILE OPERATING A VEHICLE. THE CUSTOMER SHALL ENSURE THAT USERS ACCESS OR INTERACT WITH THE PRODUCTS AND SERVICES ONLY WHEN THE VEHICLE IS SAFELY PARKED AND NOT IN OPERATION. ANY USE OF THE PRODUCTS AND SERVICES BY USERS WHILE DRIVING IS STRICTLY PROHIBITED AND MAY BE DANGEROUS AND UNLAWFUL.
   • Exclusion of Consequential and Related Damages. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, A PARTY’S INTENTIONAL BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 (CONFIDENTIALITY), OR A BREACH BY CUSTOMER OF ANY LICENSE RESTRICTIONS IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF DATA OR USE OF DATA, LOSS OF GOODWILL OR REPUTATION, OR INTERRUPTION OF BUSINESS OR OPERATIONS, EVEN IF SUCH PARTY OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
   • Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, A PARTY’S INTENTIONAL BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 (CONFIDENTIALITY), OR A BREACH BY CUSTOMER OF ANY LICENSE RESTRICTIONS IN THIS AGREEMENT, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, FOR ANY AND ALL CLAIMS, AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER UNDER THE ORDER FORM TO WHICH THE CLAIM RELATES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE LATEST CLAIM.
   • Material Part of Agreement. Customer agrees that the exclusions and limitations of liability in this Section 9 are a material inducement and consideration for Provider to enter into this Agreement and provide the Products and Services at their current pricing. Accordingly, such provisions shall be enforced as written even if a remedy fails of its essential purpose.
10. TERM AND TERMINATION
    • Term of Agreement. This Agreement will begin on the effective date set forth on an applicable Order Form and will continue unless terminated as described herein. Each Order Form will begin on the effective date set forth in the Order Form and will continue for the Initial Services Term.  At the end of the Initial Services Term, each Order Form will automatically renew for successive additional Renewal Services Terms of the same duration as the Initial Services Term, at Provider’s then-current pricing for such Services, unless either party notifies the other of its intent not to renew the Order Form at least thirty (30) days prior to the end of the Initial Services Term or Renewal Services Term, as applicable. An Order Form may specify a different license term for particular Products, and any such term shall apply to the use of those Products.
    • Termination for Cause. Either party may immediately terminate this Agreement upon written notice to the other in the event that: (a) the other party breaches any material term of this Agreement and such breach is not cured within thirty (30) days after written notice from the terminating party; or (b) upon the other party’s dissolution, liquidation, composition, or recapitalization with creditors, assignment for the benefit of creditors, or the appointment of a receiver, trustee, custodian, or similar agent for the party’s business or property. In the event that Provider terminates this Agreement for a material or willful breach, all outstanding invoices (with the exception of disputed amounts pursuant to Section 4.2 (Billing Disputes), which may be withheld until rectified by the parties), and any additional amounts due under Section 10.3 (Effect of Termination) below or as set forth in any Order Form, shall immediately become due and payable.  Provider shall also have the right to suspend the Services for non-payment as provided in Section 4.4 (Suspension of Service) above.  Finally, Provider may suspend Customer’s access to the Products or Services if Customer fails to comply with the representations and warranties set forth in Section 7.3 (Customer Warranty), or if Provider reasonably believes in good faith that a Customer Input or Customer’s use of the Products or Services could cause civil, criminal, financial or reputational harm to Provider; provided that, unless immediate action is necessary to prevent civil or criminal liability, Provider will provide Customer with twenty-four (24) hours’ prior notice (email sufficing) of any such suspension or disablement, during which Customer may remove the Customer Input at issue, and Provider shall work with Customer in good faith to resolve the issue.  Provider will restore Customer’s access to the Products, Services, and/or the relevant Customer Input following Customer’s remediation of the issue to Provider’s reasonable satisfaction
    • Effect of Termination. Upon any non-renewal of an Order Form under Section 10.1 (Term of Agreement), or any expiration or termination of this Agreement under Section 10.2 (Termination for Cause), all licenses granted under the un-renewed Order Form and/or this Agreement (as applicable) shall automatically terminate, and Customer agrees to return to Provider or destroy (at Provider’s instruction) all copies of the Documentation in its possession and, if requested by Provider, provide written certification from an authorized officer of Customer to that effect.  Upon termination, regardless of the reason for such termination, Customer shall pay Provider for all Services rendered prior to the effective date of termination, and reimburse Provider for any third party expenses that could not be cancelled and which were incurred by Provider for Customer’s benefit; Customer shall pay such Fees and expenses within thirty (30) days of the date of Provider’s invoice.  In the event that Provider terminates this Agreement under Section 10.2  (Termination for Cause) due to Customer’s uncured material breach, then in addition to the amounts set forth in subsection (b) of the preceding sentence, Customer shall also pay Provider the remainder of the Fees that would have been paid to Provider under this Agreement during the remainder of the Services Term but for the termination
    • In addition to those provisions which by their nature are intended to survive any termination or expiration of this Agreement or any license granted hereunder (including this Section 10.4), Sections 3.2 (AI Learning Data), 4 (Fees and Payment), 5 (Proprietary Rights), 6 (Confidentiality), 8 (Indemnification) and 9 (Limitation of Warranty and Liability) of this Agreement shall specifically survive such termination or expiration.
11. SECURITY
    • Information Security. Provider will implement industry standard security precautions, which are intended to prevent unauthorized access to the Products and Services. Customer will ensure that the Customer Input does not contain any (i) Personal Data or sensitive information within the meaning of applicable laws, or (ii) destructive devices such as Trojan horses, worms, or viruses. Customer acknowledges that, notwithstanding such security precautions, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and gain access to the Products and Services.
    • Security Breach Response. Provider shall notify Customer without undue delay of any breach of security of the Products and Services that is confirmed by Provider and which results in the unauthorized access, acquisition, use, loss, destruction, compromise, or disclosure of any Customer Input or Customer Confidential Information (a “Security Breach”). In the event of a Security Breach: (i) upon Customer’s reasonable written request, Provider shall make available to Customer details of the Security Breach that are reasonably available to Provider; (ii) Provider shall use commercially reasonable efforts to mitigate and remediate the effects of the Security Breach; and (iii) Provider shall reasonably cooperate with Customer, upon Customer’s written request, in connection with any investigation of the Security Breach that Customer is required to conduct pursuant to applicable laws or regulations.
12. GENERAL PROVISIONS
    • Relationship of the Parties. The parties to this Agreement are independent contractors and nothing in this Agreement shall be deemed to create a joint venture, partnership, or agency relationship between the parties.
    • No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
    • All notices or requests required to be given under this Agreement and all other communications related to this Agreement shall be in writing and shall be deemed to have been duly given if delivered by personal delivery, overnight mail or by certified or registered mail, return receipt requested, and shall be deemed given upon receipt.  Notices shall be sent to the respective address of each party set forth in the applicable Order Form. All notices hereunder shall be effective when received by the party receiving notice.  Either party may change such address by written notice issued and delivered as above.
    • If one party fails to enforce a provision of this Agreement, it shall not be precluded from enforcing the same provision at another time. 
    • If any provision of this Agreement is deemed unenforceable or invalid by law or by a court decision, the provision shall be changed and interpreted, if possible, to accomplish the intent of the provision within the constraints of the law.  Only that provision that is deemed unenforceable or invalid, and not the entire Agreement, shall be invalidated.
    • Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party; provided, however, that each party may assign this Agreement without consent to (i) an Affiliate, or (ii) a successor (by merger, consolidation, purchase of assets or otherwise) to substantially all of the assigning party’s assets or business to which this Agreement relates.
    • Governing Law; Attorneys’ Fees. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed in all respects by the laws of the state in which Customer is located, without giving effect to principles of conflicts of laws. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. Any controversy or dispute arising under or related to this Agreement shall be adjudicated in the state and federal courts in and for the state in which Customer is located (including their applicable appellate courts), and each party consents to the exercise of jurisdiction and venue by such courts; provided, however, that either party may seek temporary or emergency injunctive relief in any court of competent jurisdiction to protect and preserve its rights in its intellectual property and Confidential Information. In the event of an action or proceeding by either party to enforce or exercise its rights under this Agreement, the prevailing party shall be entitled to be reimbursed for its reasonable attorneys’ fees and out-of-pocket legal costs in addition to other relief. 
    • Force Majeure. Neither party shall be liable to the other, following notice thereof, for any failure or delay in the performance of its obligations (except for Customer’s payment obligations hereunder) for any cause that is beyond the reasonable control of such party, including, without limitation, acts of God, shortages of supplies, labor or materials, strikes and other labor disputes, storms, floods, acts of war or terrorism, third-party hacking and other criminal or malicious activities, failures of third-party hardware, software or networks, utility brown-outs, failures of telecommunications or the Internet, quarantine or stay-at-home or shelter-in-place orders, pandemics, epidemics, outbreak of disease or public health crises, and actions by a governmental authority (such as changes in government codes, ordinances, laws, rules, regulations, or restrictions) (collectively, “Force Majeure Events”). For the avoidance of doubt, Force Majeure Events do not include economic hardship, changes in market conditions, and/or insufficiency of funds, including to the extent caused by or resulting from any of the circumstances described in this section.
    • Injunctive Relief. Each party acknowledges that its breach of Sections 2 (License; Services; Customer Responsibilities), 5 (Proprietary Rights) or 6 (Confidentiality) of this Agreement will cause the other party immediate and irreparable damage for which recovery of money damages would be inadequate. Therefore, each party agrees that the other party shall be entitled to injunctive relief to protect its rights under Sections 2 (License; Services; Customer Responsibilities), 5 (Proprietary Rights) or 6 (Confidentiality) of this Agreement (in addition to any other remedies available to said party) without the necessity of posting bond.
    • Entire Agreement Conflicts. This Agreement, including any Order Forms entered into hereunder, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The Agreement may only be changed in a writing signed by authorized representatives of each party.
    • No modifications to the Agreement shall be valid unless made in writing and signed by a duly authorized representative of Customer and by Provider, and neither the acquiescence in any performance at variance to the provisions of this Agreement nor the failure to exercise any right or enforce any obligation hereunder shall be deemed a modification of this Agreement.
    • Order of Precedence. In the event of any inconsistencies between the main body of this Agreement and any Addendum or Order Form, the conflict shall be resolved in the following order of priority: (1) Order Form, (2) Addendum, and (3) the main body of this Agreement.
    • No Draftsman’s Presumption. The parties acknowledge that each party had the opportunity to engage counsel in connection with drafting, reviewing and negotiating this Agreement and that, accordingly, no draftsman’s presumption or similar rule of construction shall be applied to construe this Agreement in favor of or against either party.
    • Attribution. Each party hereby grants to the other party a royalty free, non‑exclusive license during the Services Term of this Agreement to use its trademarks, service marks and other proprietary indicia of the other party to establish a customer or vendor (as applicable) list on its website and in its marketing materials. Each party will comply with the other party’s reasonable written requests as to the usage, display and presentation of such trademarks, service marks or other proprietary indicia.  Except as expressly provided above, neither party may use the other party’s trade or service marks or reference the other party in any publicity or marketing materials without such other party’s prior written consent.
    • Export Compliance. Regardless of whether Customer is a US-based entity, Customer shall not export or re-export any of the Products or Services (in whole or in part) to any country without ensuring that such export complies with the Export Administration Regulations of the U.S. Department of Commerce, or any other agency of the U.S. Government, or similar laws governing the export of software or products of any other government having jurisdiction over such export, re-export, or use, pursuant to any applicable statute, regulation, or governmental order. In addition, Customer shall not permit access to or use of the Provider Intellectual Property by anyone on the U.S. Commerce Department’s Table of Denial Orders or the U.S. Treasury Department’s list of Specially Designated Nationals. Customer agrees to remain at all times in full compliance with U.S. Government export policy and regulations and failure of such compliance shall constitute a material breach of this Agreement.
    • Insurance. During the term, Edgital agrees to maintain insurance with reputable insurers to cover its own risks and liabilities and those of its personnel.

ADDENDUM A

SUPPORT SERVICES AND SERVICE LEVEL AGREEMENT

This Addendum A, along with the terms of this Agreement into which it is incorporated by reference, will govern the support for the Services provided by Provider to Customer (collectively, “Support Services”), as well as service levels for the Services.

1. Support Services. The Services include Provider’s standard Customer Support Services as described in this Section 1 (Support Services).  Customer may purchase enhanced Support Services separately at Provider’s then current rates. All Support Services will be provided remotely.

1.1       Support Requests.  Provider will respond within a reasonable time to Support Services requests receiving during Provider’s scheduled support hours, which are available upon request.  Provider will use commercially reasonable efforts to diagnose, and develop a workaround or fix for, defects or technical errors in the Services within a reasonable time.  To report a defect or technical error, Customer shall submit to Provider, via Provider’s support ticketing system or helpdesk operator, a clear description of the problem and error message(s), information regarding the systems and operating system on which the Services are being used, and any other data that Provider may reasonably need and request in order to attempt to reproduce the conditions under which the error occurred.

1.2       Updates.  Provider shall deploy in Customer’s instance all updates for the particular Services licensed by Customer as and when such updates are made generally commercially available by Provider to Customers receiving Support Services for such Services. However, Provider shall not be required to provide any new services or other substantial additional functionality unless this is licensed separately pursuant to a mutually executed Order Form. Provider cannot guarantee the frequency at which updates will be provided.

2. Services Availability. Provider shall use commercially reasonable efforts make the Services available for ninety eight percent (98%) of the time during each calendar month (“Service Level Target”), except for Excluded Downtime (as defined in the next paragraph), which shall not be counted in calculating whether the Service Level Target has been achieved. Provider will use reasonable efforts to: (a) schedule downtime for routine maintenance of the Services between the hours of 12:00 AM and 7:00 AM US Eastern Time; and (b) give Customer at least one (1) week prior notice of all scheduled outages of the Services. Occasionally, emergency maintenance to apply security patches or other critical updates in order to prevent a security breach or service interruption may be required. Whenever feasible for Provider, Provider will give at least twenty (24) hours’ notice by email or through the applicable Services to Customer if Customer will be affected by the update.

The obligations in this Section 2 (Services Availability) shall not apply to any downtime or other failures to the extent caused by acts or omissions of Customer, its agents, employees, contractors, or any other person using a User’s credentials; a Force Majeure Event; the factors described in Section 12.4 (Exclusions to Functional Warranty) of the Agreement; the unavailability of any third party data source(s); malfunctions in Customer’s own Internet server(s), network, or equipment, or third-party software, hardware, system, network, facilities, or services not owned by Provider; scheduled system maintenance and emergency maintenance; or Provider’s suspension of Customer’s access to the Services in accordance with the Agreement (collectively, “Excluded Downtime”).  If Provider fails to achieve the Service Level Target in accordance with this Addendum in a particular calendar month, then Customer shall be entitled to receive a credit against future Fees payable by Customer, as calculated on a monthly basis, in accordance with the table below:

Customer must request any credit for failure to achieve the Service Level Target within thirty (30) days after the end of the calendar month in which the failure occurred, or such credit will be waived.  All requests for credits are subject to verification by Provider.  The credits specified above shall be Customer’s sole and exclusive remedy, and Provider’s sole liability, for Provider’s failure to comply with the Service Level Target or its other obligations in this Section 2 (Services Availability), and shall not exceed, in the aggregate (regardless of the number of outages or failures during each calendar month), 30% of the Fees payable by Customer as calculated on a monthly basis.

3. Duties of Customer. Customer agrees to cooperate with Provider to the extent necessary for Provider to perform its Support Services. Such cooperation shall include, but not be limited to, providing Provider with all information reasonably requested and needed by Provider personnel to complete the Support Services.
4. Limitations. Provider will be responsible only for supporting the Services and not for supporting Customer’s own software or any third party software. Provider may, upon reasonable notice, cease providing Support Services or limit the availability of such Services to Customers who, in Provider’s reasonable judgment, are abusing the Customer support system. By way of example and not by way of limitation, such abuse may include excessive requests for assistance unrelated to errors in the Services or lack of cooperation with the reasonable requests of Provider personnel for error documentation. In addition, Provider shall have no obligation to provide fixes for any bug, error or defect that is caused, in whole or in part, by any of the circumstances described in the exclusions set forth in Section 7.5 (Exclusions to Functional Warranty) of the Agreement.

Last Updated: 01.05.2026

Welcome to the EDGITAL Mobile App and Data Hub (“EDGITAL”)!

Thank you for using the Smart Mobile App (the “App”) and the Data Hub („Data Hub„). The App and Data Hub together are collectively referred to herein as the „Software.“ These Terms of Service for the Smart Mobile App and Data Hub (the “Terms of Service”) hereby supplement the Master Software-as-a-Service Agreement, or other applicable written agreement in place (the “SaaS Agreement”) between EDGITAL GmbH („EDGITAL”) and the entity identified as the customer in the SaaS Agreement that incorporates these Terms of Service by reference (“Customer”), and the customer’s end-users (such end-users, collectively with Customer, the “User”) governing use of the App and the Data Hub. If the individual agreeing to these Terms of Service is entering into these Terms of Service on behalf of its employer, organization, or other legal entity (collectively, “Entity”), the individual represents and warrants that it has all necessary rights and the legal authority to bind such Entity to these Terms of Service. If the individual does not have such authority, the individual must not use the Software. These Terms of Service do not govern any additional services, such as the installation, setup, commissioning, customization, implementation, etc., of the Software, all of which are solely subject to the terms of the SaaS Agreement. These Terms of Service and the SaaS Agreement are hereinafter collectively referred to as the “Agreement.”

By accessing or using the Software, you intend and agree to be legally bound by these Terms of Service. If additional terms or conditions are available with or applicable to the relevant Software, then those additional terms become part of the Customer’s agreement with EDGITAL if the Customer uses that Software.

THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THESE TERMS OF SERVICE LIMIT EDGITAL’S LIABILITY AND THAT THE CUSTOMER IS RELEASING EDGITAL FROM VARIOUS CLAIMS IN SECTIONS 5 AND 6 BELOW. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THESE TERMS OF SERVICE AND THE SAAS AGREEMENT, THESE TERMS OF SERVICE SHALL PREVAIL SOLELY WITH RESPECT TO CUSTOMER’S USE OF THE APP AND DATA HUB, AND IN ALL OTHER RESPECTS THE SAAS AGREEMENT SHALL PREVAIL.

YOUR SAFETY AND THE SAFETY OF OTHERS IS PARAMOUNT. THE SOFTWARE IS NOT INTENDED TO BE ACCESSED, VIEWED, MANIPULATED, OR INTERACTED WITH WHILE YOU ARE DRIVING OR OTHERWISE OPERATING A MOTOR VEHICLE. BY USING THE SOFTWARE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (I) YOU WILL NOT OPEN, VIEW, INTERACT WITH, OR OTHERWISE USE THE SOFTWARE WHILE DRIVING OR OPERATING A VEHICLE IN MOTION, (II) ANY IMAGE CAPTURE OR DATA COLLECTION FUNCTIONALITY IS DESIGNED TO OPERATE PASSIVELY AND AUTOMATICALLY, WITHOUT REQUIRING ANY USER INTERACTION WHILE THE VEHICLE IS IN OPERATION, (III) YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE TRAFFIC LAWS, DISTRACTED DRIVING LAWS, AND SAFETY REGULATIONS, AND (IV) THE SOFTWARE DOES NOT REPLACE YOUR DUTY TO OPERATE YOUR VEHICLE SAFELY, REMAIN ALERT TO ROAD CONDITIONS, OR EXERCISE REASONABLE CARE AND JUDGMENT AT ALL TIMES. YOU ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE IN OR AROUND A VEHICLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDGITAL EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ACCIDENTS, INJURIES, DEATH, PROPERTY DAMAGE, TRAFFIC CITATIONS, OR OTHER LOSSES ARISING OUT OF OR RELATING TO THE USE OF THE SOFTWARE WHILE DRIVING. THE SOFTWARE MUST NOT BE USED WHILE OPERATING A VEHICLE. IF YOU CHOOSE TO ACCESS OR INTERACT WITH THE SOFTWARE, YOU MUST DO SO ONLY WHEN THE VEHICLE IS SAFELY PARKED AND NOT IN OPERATION. ANY USE OF THE SOFTWARE WHILE DRIVING IS AT YOUR SOLE RISK AND MAY BE DANGEROUS AND UNLAWFUL.

1. Services provided by EDGITAL
   • Subject to the terms and limitations set forth in these Terms of Service, EDGITAL authorizes the Customer to use the Software for the Term (as defined below in Section 12.2) of these Terms of Service.
   • The detailed scope of the services provided under these Terms of Service is specified in the offer that is accepted by the Customer through signature.
   • Once the Agreement has been executed, the Customer can install and download the App from the respective app store by accessing the link provided by EDGITAL to each Customer and logging in with their user-account specific access data.
   • The Customer can also access the Data Hub via the link provided by EDGITAL to the Customer by logging in with their account credentials following the execution of the Agreement. The Data Hub is accessible remotely via the internet.
   • The Software is designed to be used by the Customer for artificial intelligence-supported road condition monitoring. By using the Software, the Customer acknowledges and agrees that a classification or evaluation of road conditions carried out by the Software only represents non-binding assistance for the assessment of road conditions. The Software is dependent and reliant on the accuracy and quality of data entered into the Software by the Customer (in particular photographs of roads). In addition, the Customer further acknowledges and agrees that the classification or assessment made by the Software may change during the Term of these Terms of Service. ACCORDINGLY, EDIGTAL DOES NOT PROVIDE ANY WARRANTY OF ABSOLUTE ACCURACY. THE CUSTOMER IS SOLELY RESPONSIBLE FOR CAREFULLY REVIEWING THE EVALUATIONS PRODUCED BY THE SOFTWARE PRIOR TO TAKING ANY MEASURES BASED ON THE EVALUATIONS. THEREFORE, NOTWITHSTANDING ANYTHING TO THE CONTRARY, CUSTOMER UNDERSTANDS AND AGREES THAT EDGITAL HAS NO RESPONSIBILITY OR LIABILITY TO CLIENT FOR THE CUSTOMER’S USE OF EVALUATIONS PRODUCED BY THE SOFTWARE, AND/OR FOR ANY ACTIONS OR DECISIONS UNDERTAKEN BY CUSTOMER WHICH RELY, IN WHOLE OR IN PART, UPON SUCH EVALUATIONS.
   • An internet connection with sufficient bandwidth and connection quality is required to use the Software. The Customer is exclusively responsible for obtaining, using, and maintaining such internet connection, and EDGITAL has no responsibility or liability to Customer in connection therewith, including without limitations for any failures of such internet connection.
   • The Customer acknowledges that provision of the Software is not entirely free from interruption. Interruptions in the provision and availability of the Software may occur due to maintenance work.
   • The use of the App relies on the specific configuration of the Customer’s mobile device and requires a valid contract with the applicable app store of the mobile device used. A failure to comply with these obligations may result in restricted access or inability to use the App, and EDGITAL shall have no responsibility or liability for any such restriction.
2. Payment
   • Payment terms are set forth in the SaaS Agreement.
3. License
   • EDGITAL grants the Customer a non-exclusive, non-transferable and non-sublicensable right to access and use the Software for its own internal business purposes, subject to the restrictions set out in these Terms of Service and in the SaaS Agreement, limited in time to the duration of the Term of these Terms of Service and the agreed License Scope. Any rights of use that are not expressly granted to the Customer in these Terms of Service remain solely with EDGITAL.
   • The Customer acknowledges and agrees that it is authorized to use the Software by a maximum number of 25 users. In addition to the Customer and its employees, users may also be contractors of the Customer and employees of the contractor, as long as they are not competitors of EDGITAL, and the use is exclusively in the interest of the Customer.
   • Except as otherwise permitted by these Terms or Service or authorized by EDGITAL in writing, the Customer may not duplicate, modify, distribute, sell, or lease any part of the App, unless it is necessary in order to install or run the App.
   • The Customer may not copy, modify, decompile, disassemble, reverse-engineer, sell or lease any part of the Software, unless this is expressly permitted by applicable law or EDGITAL has granted written permission. The Customer is prohibited from removing any copyright notices, trademarks or other references to existing copyrights or exclusive rights of use from the Software.
   • Unless expressly agreed otherwise, the Customer may not transfer the Software to third parties for either permanent or temporary use. In particular, the Customer is prohibited from renting, lending, selling, publicly reproducing or making the Software publicly accessible.
   • All rights of use granted to the Customer are subject to full timely payment of all amounts owed to EDGITAL under the Agreement. EDGITAL reserves the right to revoke the provisional rights of use at any time without notice until EDGITAL has received full payment.
   • All rights, title and interest in and to the Software (e.g. patent rights, trademarks, copyrights, and other intellectual property rights) remain exclusively with EDGITAL and are not transferred to the Customer by these Terms of Service, except for the limited license rights expressly granted by EDGITAL in these Terms of Service. The Customer is not granted the right to receive the source code and/or the development documentation.
   • These Terms of Service shall apply to all copies of the Software made by the Customer or on its behalf and, to any Software updates (these ensure the continued usability of the Software without delivering new functionalities), upgrades (these provide – exclusively or additionally – new functionalities for the Software), patches (small software packages for the, sometimes only temporary, correction of errors contained in the Software) or releases (new consolidated software versions in which previous updates are incorporated), which are delivered to the Customer by EDGITAL or, with the consent of EDGITAL, by a third party.

4. Further obligations of the Customer
   • The Customer represents and warrants that it has all necessary rights and consents to provide and store the data within the Software, and the data does not infringe or violate the rights of any third party, including, without limitation, any intellectual property or other proprietary rights, or any applicable law or regulation.
   • The Customer also represents and warrants that it will not provide or store any data within the Software that could endanger the Software or EDGITAL’s data center or data network or those of third parties (e.g. malware, computer viruses).
   • In the event of a violation of Sections 4.1 or 4.2 of these Terms of Service, EDGITAL may remove and/or block access to the unlawful data.
5. Warranties, Disclaimers and Maintenance
   • OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OF SERVICE, NEITHER EDGITAL NOR ITS LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SOFTWARE. FOR EXAMPLE, EDGITAL DOES NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SOFTWARE, THE SPECIFIC FUNCTIONS OF THE SOFTWARE, OR THE RELIABILITY OR AVAILABILITY OF THE SOFTWARE, OR THE ABILITY OF THE SOFTWARE TO MEET THE CUSTOMER’S NEEDS. EDGITAL ALSO DOES NOT MAKE ANY WARRANTIES OR COMMITMENT RELATING TO NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS IN CONNECTION WITH THE SOFTWARE. EDGITAL PROVIDES THE SOFTWARE AND ALL INFORMATION PROVIDED THROUGH THE SOFTWARE “AS-IS.”
   • SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, EDGITAL DISCLAIMS ALL WARRANTIES.
   • THE CUSTOMER AND CUSTOMER’S HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS EDGITAL, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND EDGITAL AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT THE CUSTOMER MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SOFTWARE. THE CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO THE CUSTOMER, AND THE CUSTOMER WAIVES ITS RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. THE CUSTOMER UNDERSTANDS THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY AGREEING TO THESE TERMS OF SERVICE AND THIS WAIVER, THE CUSTOMER ASSUMES ALL RISK ARISING FROM YET UNKNOWN CLAIMS.
   • The use of the App requires the Customer to properly set up its mobile device, any user accounts provided by the mobile device for the installation of the App (e.g. Apple ID, iCloud accounts, etc.) and, if applicable, setting up an authorization concept. The Customer acknowledges and agrees that the operation of the mobile devices is the sole responsibility of the Customer, including keeping the mobile devices up to date with the latest operating system at all times.
   • The Customer is required to immediately install any updates of the App provided by EDGITAL. Any failure to install updates may result in malfunctions, and EDGITAL assumes no responsibility or liability for any such issues.
   • The Customer acknowledges that access to the Data Hub is dependent on the Customer maintaining a properly functioning and uninterrupted internet connection, for which the Customer is solely responsible. This condition applies to the App in cases where the Customer intends to upload images to the Data Hub or install updates to the App.
   • The Customer is solely responsible for checking the Software immediately after gaining access and testing it to ensure it has the essential basic functionalities. The Customer must notify EDGITAL in writing immediately of any detected malfunctions or errors.

EDGITAL does not warrant for any errors arising from the Customer’s non-compliance with operating instructions, modifications or extensions, or any other interference with the Software’s functionality. Additionally, in no event is EDGITAL responsible for any errors or issues resulting from data transmission issues due to an insufficient or inadequate internet connection to EDGITAL’s servers.

6. Limitations of liability
   • TO THE EXTENT NOT PROHIBITED BY LAW, EDGITAL (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
   • TO THE EXTENT NOT PROHIBITED BY LAW, THE TOTAL LIABILITY OF EDGITAL (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, FOR ANY AND ALL CLAIMS UNDER THESE TERMS OF SERVICE OR RELATING TO THE CUSTOMER’S USE OF THE SOFTWARE, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT THE CUSTOMER PAID EDGITAL TO USE THE SOFTWARE (OR, IF EDGITAL CHOOSES, TO SUPPLY THE CUSTOMER THE SOFTWARE AGAIN).
   • IN ALL CASES RELATING TO PROVIDING THE CUSTOMER THE SOFTWARE, EDGITAL (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO EVENTS OUTSIDE OF EDGITAL’S REASONABLE CONTROL, SUCH AS WARS, CRIMINAL ACTIVITIES, STORMS, DELAYS (INCLUDING, BUT NOT LIMITED TO, DELAYS SHIPPING THE PRODUCTS, OR FAILURES OR DELAYS OF COMMON CARRIERS), PUBLIC HEALTH EMERGENCY, NATURAL DISASTERS, ACTS OF GOVERNMENT, SUPPLY INTERRUPTIONS, OR TELECOMMUNICATION OR INTERNET FAILURES.
7. Rights of third parties

Except as may be otherwise expressly set forth herein, there are no intended third party beneficiaries to this Agreement. 

8. Data protection

The Customer hereby consents to EDGITAL’s processing of their personal data as necessary to utilize all features and functionalities of the Software.

9. Information on the processing of machine data and the relevant rights of the Customer
   • The Software and/or the mobile device on which the Software is installed (collectively, „Data-Generating Device„) may generate Product Data (as defined below) and Connected Service Data (as defined below) from the Customer’s use of the Software during operation and in idle state.

„Product Data“ means data generated by the use of a connected product designed by the manufacturer to be accessible by a contractor, data owner or third party via an electronic communication service, physical connection or on-device access.

„Connected Service Data“ is data that represents the digitization of Customer actions or processes in connection with the networked product and is intentionally recorded by the Customer or generated as a by-product of the Customer’s action during the provision of a connected service by the provider.

In particular, the following types of Product data and Connected Service Data are generated in connection with the Customer’s use of the Software:

• Data on the performance, operation, use and condition of the Data-Generating Device (in particular on efficiency, productivity, operation, availability, maintenance requirements, status and any malfunctions);
• Data on the environment of the Data-Generating Device; and
• Data on the objects under investigation, such as roads or paths (including their condition and properties).

Product Data and Connectivity Service Data are collectively referred to herein as „Machine Data.„

• The Machine Data will be transmitted to EDGITAL, stored by EDGITAL for a time period of at least 24 months and used in particular for the following business purposes:

• Improving the functionality of networked products and connected services;
• development of new products or services,
• troubleshooting;
• product monitoring;
• provision of optimized product updates and service/product information for the Customer and third parties;
• determination of benchmarks and optimization potentials;
• developing, manufacturing, automating, improving, monitoring and/or maintaining equipment, software, cloud-based solutions, processes and services;
• creating and further developing algorithms, statistical analyses and artificial intelligence solutions;
• supporting marketing and sales activities;
• generation of Derived Data (as defined below); and
• aggregation of data with the aim of using the resulting Derived Data and making it available to third parties.

„Derived Data“ means (i) any data or information derived from the Machine Data, including, but not limited to, statistical or other analytical data derived using algorithms or the application of proprietary software, (ii) any data or information derived using sensor fusion or other similar means or methods, and (iii) any data where the Machine Data is aggregated with other data (provided that such aggregated data does not identify the machine data), derived by means of sensor fusion or other similar means or methods, and (iii) any data where the Machine Data is aggregated with other data (provided that such aggregated data does not identify the machine data of the data-Generating Device or allow a third party to derive such data from an aggregated data set).

• EDGITAL may share the Machine Data internally to EDGITAL’s affiliated entities in accordance with applicable law for the above purposes.
• During the Term of the Agreement, the Customer may access the Machine Data and the metadata required for its use via the Data Hub and export it at any time. Until the end of the third month following termination or expiration of the Agreement, the Customer may request a copy of the Machine Data provided or generated by it.
• The Customer may send data transfer requests and other inquiries regarding the processing of Machine Data (e.g. with regard to the desired termination of data transfers) by sending an e-mail to kontakt@edgital.io.
• EDGITAL is under no obligation to grant Customer any access to Machine Data or provide such data if doing this (i) would lead to the disclosure of a trade secret, (ii) could compromise the security of the Data-Collecting Device (including embedded software), or (iii) would lead to the disclosure of data on the testing of new products or processes that are not yet on the market.
• To the extent that EDGITAL provides the Customer with Machine Data or Derived Data, EDGITAL does not provide any warranty, guarantee or similar assurance with regard to such data. EDGITAL also does not warrant or guarantee that the Machine Data or Derived Data provided to the Customer will serve the purposes pursued by the Customer, unless expressly agreed otherwise.
• EDGITAL will delete the stored Machine Data following the expiration of the 24 month retention period.

10. Granting EDGITAL a license to machine data by the Customer
    • The Customer grants EDGITAL an irrevocable, perpetual, worldwide, non-exclusive, transferable and sublicensable right to collect, process, analyze, store, aggregate and/or otherwise use Machine Data for one or more of the business purposes mentioned in Section2. EDGITAL has the right to access all Machine Data that can be transmitted by the Data-Generating Device at any time without prior notification and without the Customer’s consent.
    • EDGITAL expressly reserves all rights, title, and interest in and to Derived Data.
11. Confidentiality, prohibition of service use by third parties
    • All information provided by one party to the other party in connection with the Software or the services to be provided under the Agreement and which is expressly marked in writing as confidential or is identifiable as a trade secret under the circumstances (collectively, the „Information„) may only be used for the purposes of these Terms of Service and must be protected by the recipient against unauthorized access in the same way as the recipient would treat its own confidential information of the same or similar importance. In each case, Information must be treated with appropriate care. Information includes, but is not limited to, data, software, license keys, passwords, customer information, product and marketing information, product plans, designs, beta versions and documentation. The obligation to maintain confidentiality or to restrict the use of the Information does not apply to information that (i) is in the public domain, (ii) was accessed prior to disclosure or (iii) was received from third parties without any confidentiality obligation, or (iv) was independently developed without access or use of the respective Information. The Customer acknowledges that the Software and the software by means of which EDGITAL operates the Software are the intellectual property of EDGITAL, for which EDGITAL has invested considerable resources and incurred significant costs in their design and development. The Customer acknowledges that the Software, includes, without limitation, Information, even if they are not expressly marked in writing as confidential or proprietary. However, Machine Data shall not be deemed to be Information within the meaning of these Terms of Service, unless it is expressly designated as such.
    • Unless expressly agreed otherwise, the Customer cannot allow third parties to access the Software at any time. In particular, the Customer is not permitted to make the Software access data available to third parties, whether for a fee or free of charge, nor to make it publicly accessible. In addition, the Customer is required to keep the access data (e.g. passwords, user IDs, etc.) strictly confidential and to store this information in a secure location to prevent access by third parties. The Customer must notify EDGITAL immediately in writing (e-mail sufficing) upon becoming aware of unauthorized access to or use of the Software data.
12. Term and Termination
    • EDGITAL is constantly changing and improving the Software. EDGITAL may add or remove functionalities or features, and EDGITAL may suspend or stop the Software altogether, at any time, without any notice or liability. EDGITAL may also stop providing Software to the Customer, or add or create new limits to the SOFTWARE, at any time.
    • The term of these Terms of Service will commence on the Effective Date set forth in the SaaS Agreement and continue until terminated as permitted in these Terms of Service (collectively, the “Term”). If the Storage of Image Data and Results module is included within the License Scope, then, following the expiration or earlier termination of the Agreement, these Terms of Service shall continue to apply to any use of such module by Customer occurring after termination. EDGITAL is constantly changing and improving the Software. EDGITAL may add or remove functionalities or features, and EDGITAL may suspend or stop the Software altogether, at any time, without any notice or liability. EDGITAL may also stop providing Software to the Customer, or add or create new limits to the SOFTWARE, at any time.
    • Termination of the Agreement (for whatever reason) shall have no effect on those provisions of these Terms of Service that are intended to survive termination of the Agreement. In particular, sections regarding confidentiality, warranties, limitation of liability, indemnification, and rights of use to Machine Data shall continue to apply even after termination of the Agreement.
13. Changes to the Terms of Service
    • EDGITAL may modify these Terms of Service or any additional terms that apply to the Software for any reason, for example, to reflect changes to the law or changes to the Software. The Customer should look at the Terms of Service regularly and the “Last Updated” date at the beginning of these Terms of Service. EDGITAL will use reasonable efforts to give the Customer notice of these modifications, such as posting notice of modifications to these Terms of Service on this web page or mobile application, through the Software, or via email. By continuing to use the Software after EDGITAL makes these modifications, the Customer agrees that it will be subject to the modified Terms of Service. If the Customer does not agree to the modified Terms of Service for the Software, the Customer should discontinue its use of that Software.
14. General Provisions
    • These Terms of Service control the relationship between EDGITAL and the Customer. They do not create any third-party beneficiary rights (except in the limited case of Section 14.5). If the Customer does not comply with these Terms of Service, and EDGITAL does not take action right away, this doesn’t mean that EDGITAL is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.
    • These Terms of Service and any claim, controversy or dispute arising under or related to these Terms of Service shall be governed in all respects by the laws of the state in which Customer is located, without giving effect to principles of conflicts of laws. The United Nations Convention for the International Sale of Goods shall not apply to these Terms of Service. Any controversy or dispute arising under or related to these Terms of Service shall be adjudicated in the state and federal courts in and for the state in which Customer is located (including their applicable appellate courts), and each party consents to the exercise of jurisdiction and venue by such courts; provided, however, that either party may seek temporary or emergency injunctive relief in any court of competent jurisdiction to protect and preserve its rights in its intellectual property and Information. In the event of an action or proceeding by either party to enforce or exercise its rights under these Terms of Service, the prevailing party shall be entitled to be reimbursed for its reasonable attorneys’ fees and out-of-pocket legal costs in addition to other relief.
    • The Customer may not assign or delegate its rights or obligations relating to these Terms of Service or its account for the Software without EDGITAL’s prior written consent. EDGITAL may assign these terms or assign or delegate any of our rights or obligations at any time.
    • If there is a conflict between these Terms of Service and any additional terms for the Software, the additional terms will control for that conflict.
    • The Customer agrees that in addition to these Terms of Service, the Customer’s use of the App is subject to the usage rules set forth in Apple’s App Store terms of service, if the Customer downloads EDGITAL’s app from the App Store, or in Google’s Play terms of service, if the Customer downloads the app from Google Play, or any other third party platform, developer or distributor end-user license agreement and/or terms and conditions by which the Customer agrees to be bound when it downloads the App or otherwise accesses the Software. Without limiting the generality of the foregoing, if the Customer downloaded the App from Apple, the Customer and EDGITAL acknowledge and agree to the following: This agreement is concluded between the Customer and EDGITAL only, and not with Apple Inc. (“Apple”). The App downloaded from Apple may only be used on Apple hardware products. EDGITAL, not Apple, is solely responsible for the app and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support SOFTWARE with respect to the app. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the app, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be EDGITAL’s sole responsibility. EDGITAL, not Apple, is responsible for addressing any claims by the Customer or any third party relating to the app or the Customer’s possession and/or use of the app, including, but not limited to: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third-party claim that the app or the Customer’s possession and use of the app infringes that third party’s intellectual property rights, Apple will have no responsibility for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. The Customer represents and warrants that (i) the Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) the Customer is not listed on any U.S. Government list of prohibited or restricted parties. Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and upon the Customer’s acceptance of the terms and conditions of the agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the agreement against the Customer as a third-party beneficiary thereof.