General Terms and Conditions from delphai by AtomLeap GmbH

1. General, Scope of Application 
1.1. These General Terms and Conditions are applicable to all present and future business relations between delphai by AtomLeap GmbH (“we” or “delphai”) and its Customers (“Customer”). Customers within the meaning of the General Terms and Conditions are exclusively companies in the sense of the German Civil Code, i.e., natural or legal persons or partnerships with legal status who act in pursuance of commercial or self-employed activity. 
1.2. delphai objects to any counter confirmation, counter-offer, or other references by the Customer to its General Terms and Conditions; general terms and conditions which differ to, conflict with, and/or supplement these General Terms and Conditions — even if delphai is aware of them — do not become part of any contract unless their validity has been expressly agreed in writing. 
1.3. delphai reserves the right to change these General Terms and Conditions at any time with effect for the future. In such a case, delphai will inform the Customer with reasonable notice in advance of the intended change and provide him/her with the opportunity to object. The changes will become effective if the Customer does not declare his objection within three weeks of notice. In case of an objection, delphai is entitled to terminate the underlying contract.

2. Conclusion of Contract
2.1. The offers made by delphai are not binding and subject to change, unless stated otherwise. Subjects of any contract are the services according to the service description valid at the time of the conclusion of the contract. delphai reserves the right to make technical changes and improvements to the services within reasonable limits. 
2.2. A contract between delphai and the Customer may be concluded on the basis of an individual order using the Order Form provided for this purpose. In such a case, the contract is enacted by both parties signing the Order Form with the content regulated therein. It is sufficient for this purpose that both parties sign the corresponding Order Form independently and send a scan or copy of the signed contract to the other party. 
2.3. A contract may also be concluded by using the registration process on delphai’s online self-service portal. In this case, the registration by the Customer constitutes an offer to conclude a contract under the conditions specified therein, whereas a binding contract is then concluded with an email by delphai, expressly confirming the conclusion of the contract. Prior to such an explicit confirmation, delphai may refuse a registration and/or a conclusion of a contract at any time and without giving reasons.   
2.4. The Customer is aware and agrees that all contractual declarations by delphai may be sent via email to the email address last provided by the Customer.  

3. Services, Scope of Service
3.1. delphai operates a database, containing data on around 12 million companies worldwide, including but not limited to the following information: the name of the company, the website, the date of foundation, the headquarters, a description of the company, funding, and revenue data, employee count, similar companies, and categorized news mentions. 
3.2. After conclusion of a contract, delphai grants the Customer access to the database and the information contained within, depending on the license model booked via Order Form or delphai’s self-service portal (“chosen package”). The database is accessed via the software available at app.delphai.com. 
3.3. The Customer may extend (upgrade) the chosen package via a new Order Form or in his/her user account at any time, if delphai does not reject the intended upgrade. An upgrade of the chosen package leads to a new start of the current term. A downgrade is only possible from the beginning of the next term. 
3.4. delphai is entitled to change the range of services (database content, structure of the database, and Customer interface, etc.) if and insofar as this does not significantly affect the fulfillment of the purpose according to section 3.1 of the General Terms and Conditions and the chosen package. The changes must be necessary with regard to the topicality of the service offer, in particular, the software used, the visual presentation, the usability, the availability, or the offered contents for delphai in order to guarantee the functionality or the competitiveness of the database offer. The Customer will be informed about corresponding changes by delphai.

4. Data Quality, Data Integrity                
4.1. We collect data from many different sources and even though we strive to provide market and company data with great care and to the best of our knowledge, we cannot guarantee that the data is true, that it is collected correctly, or is entirely factual.
4.2. Our database is subject to constant automated expansion and modification. It is not technically possible to always check the individual data records. If incorrect data is reported to us, we will try to correct them within a reasonable period of time. Due to the very large amount of data in the database, however, we cannot make any commitment regarding the correction of the data. We, therefore, assume no responsibility or liability with respect to the accuracy of the Output Data.

5. Availability 
5.1. delphai owes the availability of the database only at the transfer point, namely the router outlet of delphai’s data center. By availability, the parties understand the technical usability of the database at the transfer point for use by the Customer by means of the software. 
5.2. delphai will provide an annual average general availability of 98.9% of the operating time (Availability = (total time - total downtime) / total time * 100), whereas the following times are not considered when calculating the total downtime: 
5.2.1. Periods of unavailability which are due to internet disturbances which cannot be influenced by delphai or other circumstances for which delphai is not responsible, in particular an epidemic or pandemic (such as COVID-19) or force majeure;
5.2.2. Times of unavailability due to planned maintenance work on the database or the software;
5.2.3. Times due to mandatory unscheduled maintenance work required to eliminate malfunctions; the Customer will be informed electronically in advance if possible (e.g., by email, on the website);
5.2.4. Periods of unavailability due to the fact that the technical prerequisites to be provided by the Customer for access to the database are temporarily not met, for example in the event of malfunctions in the Customer's hardware. 
5.3. The general availability KPIs from 5.2. do not apply to products and services which are in pre-release stage (including closed and open beta testing phases, PoCs, etc.) and haven’t yet been officially released.   

6. Grant of Rights of Use, Blocking of Database Access 
6.1. Upon execution of this agreement, delphai grants the Customer the non-exclusive, non-transferable, and non-sublicensable right to use the services during the term of this agreement, insofar as this is necessary to use the services according to the respective Order Form or, if applicable, the respective order placed via the self-service portal. The right of use shall expire if  the Customer defaults on any payments. Neither the provided database nor the provided software are transferred to the Customer. 
6.2. An automated query by scripts, by bypassing the software or the search mask by search software, or comparable measures are not permitted. 
6.3. If delphai makes new versions, updates, upgrades, or other new deliveries with regard to the database or the software during the term of the contract, the above provisions shall also apply to these. 
6.4. The Customer is not entitled to any rights that are not expressly granted to the Customer. In particular, the Customer is not entitled to use the database beyond the agreed use or to have it used by third parties or to make the database accessible to third parties. In particular, the Customer is not permitted to duplicate, distribute, or publicly reproduce any part of the database, which is substantial in nature or scope. The repeated and systematic duplication, distribution, or public reproduction of parts of the database, which are insignificant in terms of their type or scope is equivalent to the duplication, distribution or public reproduction of a part of the database which is significant in terms of its type or scope, if these actions run counter to a normal evaluation of the database or unreasonably impair the legitimate interests of delphai. 
6.5. If the Customer violates the regulations according to the above paragraphs (including those from clause 7) for reasons for which he/she is responsible, delphai can block the Customer's access to the database if the violation can be demonstrably remedied by this. 
6.6. The Customer is liable to delphai for violations of the agreed type of use in accordance with the statutory provisions.

7. Obligations of the Customer, Duty to Cooperate
7.1. The use of the database requires registration. The Customer is obliged to provide the data requested during registration correctly and completely. The Customer shall keep the access identification assigned to him/her and his/her chosen password protected from access by third parties. The access data must be protected by appropriate and customary measures. The Customer shall inform delphai immediately if there is any suspicion that the access data and/or passwords may have become known to unauthorized persons. 
7.2. It is expressly forbidden for the Customer to pass on his/her access data to third parties and/or to provide third parties with access to the services of delphai in any other way. In case of a violation, the Customer is obliged to compensate delphai for the resulting damage and to pay the usage fee for the third party that would have been incurred in case of a regular conclusion of a contract between delphai and the third party. 
7.3. The Customer shall furthermore fulfill all duties and obligations, which are necessary for the execution of the agreement. He/she shall in particular: 
7.3.1. Comply with the restrictions/obligations with regard to the rights of use according to section 6, in particular:
7.3.1.1 Not to retrieve or have retrieved any information or data which is not granted within the agreement without authorization;
7.3.1.2 Not to misuse the exchange of electronic messages possible within the scope of the contractual relationship and/or by using the database for the unsolicited sending of messages and information to third parties for advertising purposes;
7.3.1.3 Ensure that he/she respects all rights of third parties to material used by him/her (e.g., when transmitting texts/data of third parties to delphai's server).

8. Remuneration, Payments 
8.1. The Customer shall pay a fee to delphai for access and use of the software and database as shown in the applicable Order Form and/or delphai’s price list valid at the time of the conclusion or the extension of the contract as set forth in 11.2. All prices are net prices, unless stated otherwise. 
8.2. The remuneration shall be paid in advance for the whole term of the contract (prepayment). Notwithstanding the foregoing, the Customer shall be entitled to conduct monthly payments by credit card if the Customer has booked only a “core package” according to the service description by delphai. 
8.3. If the Customer upgrades to a new package during the term, the Customer shall be required to pay the difference between the prepayment of the current package and the prepayment of the upgraded package. Additional attributions will be invoiced separately. 
8.4. Bank transfer is available as a payment method. The invoice amount stated on the invoice is due upon receipt of the invoice and is payable within 20 working days. 
8.5. If the Customer’s payments are considerably delayed, delphai reserves the right to suspend the provision of any further services, in particular the Customer’s access to the services, at the expense of the Customer until all due payments have been made. In the event of suspended services, the Customer is nevertheless obliged to pay the agreed fees until the point of suspension. In case of a suspension of the services, the term set out in section 8 of this agreement or in the Order Form shall be extended for the respective time of the suspension. After having set the Customer a reasonable deadline and expiration of that deadline, delphai has the right to terminate this agreement with immediate effect. 

9. Defect Rights of the Customer
9.1. delphai will remedy technical defects of the database system within a reasonable period of time. The responsibility of delphai extends only to the transfer point of the systems operated by him/her to the internet, but not to the Customer's systems and data transmission lines beyond the transfer point. 
9.2. delphai applies the usual care for the selection and maintenance of the database. However, the completeness, correctness, and integrity of the database data cannot be guaranteed (see also section 4). 
9.3. It is the Customer's responsibility to report any defects, faults, or damage immediately.

10. Liability 
10.1. delphai is liable for damages, regardless of the legal basis, within the framework of the statutory provisions, only in accordance with the following clauses 10.2 to 10.4. Any further liability is excluded. 
10.2. delphai is liable without limitation for damages resulting from injury to life, body, or health, as well as for damages based on intent or gross negligence of delphai or one of his legal representatives or vicarious agents, as well as for damages resulting from non-compliance with a guarantee or warranted characteristic given by delphai or from fraudulently concealed defects. 
10.3. In case of a negligent violation of essential contractual obligations by delphai, the liability is limited to the typically occurring, foreseeable damage. Essential contractual obligations are obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely. Such liability shall be limited to the amount payable by the Customer in the 12 months preceding the event leading to the liability or EUR 100,000.00 aggregate, whichever is higher. 
10.4. Liability in accordance with the Product Liability Act (Produkthaftungsgesetz) remains unaffected. The strict liability according to section 536a para. 1 German Civil Code (BGB) for defects that already existed at the time of conclusion of the contract is excluded.

11. Term and Termination
11.1. The contract between delphai and the Customer is concluded for a period of twelve (12) months, it is not stipulated otherwise in the Order Form or delphai’s online self-service portal. 
11.2. The contract is automatically extended for the same period if it is not terminated by one of the parties with a notice period of twelve (12) weeks to the end of the contract. The last day on which notice of termination could have been given prior to the extension shall be relevant for determining the new price pursuant to clause 8.1. 
11.3. The right to terminate the contract for good cause remains unaffected.
11.4. Terminations must be made in writing to be effective. 

12. Data protection, data security
12.1. The parties shall observe the applicable data protection regulations, in particular those valid in Germany and the EU, and shall oblige their employees deployed in connection with the contract and its execution to maintain data secrecy.
12.2. The provisions on data protection in the operation of delphai's web portal result from the currently valid version of the data protection declaration, available at https://www.delphai.com/privacy-policy/. In addition, information on any data collection or data processing procedures by delphai is provided by means of separate declarations. 
12.3. delphai is entitled to provide all provided contents with technical protection measures to prevent unauthorized use according to these contractual conditions. 
12.4. The Customer is responsible to obtain and maintain valid consents from all their end-users, as may be necessary under applicable law (including data protection or data processing laws and regulations) to process their personal data in the manners and for the purposes set forth in this agreement.

13. Intellectual property rights
13.1. All existing intellectual property rights to the database and the software remain unaffected. The Customer acknowledges that the database is a database work (Datenbankwerk) produced by delphai or a database (Sections 4 para. 2, 87a para. 1 German Copyright Act (UrhG)); the software itself is protected as intellectual property and is subject to the protection of sections 69a et seq. German Copyright Act. 
13.2. Trademarks, company logos, other marks or protective notices, copyright notices, serial numbers as well as other features serving for identification may not be removed or changed either in electronic format or in printouts. 
13.3. The Customer is permitted to present the data obtained within the scope of clauses 8.3 and 8.4 together with the word/figurative trademark delphai. Any further use of the protected trademarks, logos, names, or other business marks of delphai as well as companies affiliated with delphai according to sections 15 et seq. German Stock Corporation Act (AktG), is only permitted with the express written consent of delphai.

14. Reverse engineering
14.1. The database, the software as well as the algorithms used by delphai are trade secrets according to section 2 no. 1 of the German Trade Secret Protection Act (GeschGehG). 
14.2. Neither the database nor the software or the algorithms used by delphai may be obtained by observing, examining, dismantling, and/or testing a product or object ("reverse engineering"). This shall not apply to publicly available information. 

15. Final provisions 
15.1. These contractual conditions are subject exclusively to German law, excluding the UN Convention on Contracts for the International Sale of Goods. 
15.2. If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction is in Berlin. 
15.3. The parties are not entitled to transfer, pledge, or otherwise encumber claims or other rights arising from this participation agreement without the consent of the other parties. 
15.4. Changes, additions, or the cancellation of this agreement including the amendment of this section 15 must be made in writing (within the meaning of section 126 German Civil Code), unless another form is mandatory. 
15.5. If any provision of this agreement is or becomes invalid or unenforceable in whole or in part, the validity of the remaining provisions of this agreement shall not be affected. The same shall apply if a gap should become apparent in this agreement. In place of the invalid or unenforceable provision or to fill the gap, an appropriate provision shall apply which, as far as legally possible, comes as close as possible to what the parties intended or would have intended according to the meaning and purpose of this agreement if they had considered the point when concluding the agreement or when subsequently adding a provision. This shall also apply if the invalidity of a provision is based, for example, on a scope of performance or time (period or deadline) provided for in this agreement; in such cases, a legally permissible scope of performance or time (period or deadline) which comes as close as possible to what was intended shall take the place of what was agreed. It is the express will of the parties that this severability clause does not result in a mere reversal of the burden of proof, but that section 139 German Civil Code as a whole is waived.