General Terms and Conditions (for an individual order or a subscription agreement) Scope of Application All offers, deliveries and services of Symanto Research GmbH & Co. KG (hereinafter “Symanto”) shall be based on these General Terms and Conditions in their valid version at the time of contract conclusion. The General Terms and Conditions are applicable if the client is not a consumer as defined within the meaning of the BGB (German Civil Code). A consumer is every natural person who enters into a legal transaction for a purpose that is not connected with his commercial or self-employed professional activity (§ 13 BGB). On the basis of these GTC, Symanto grants the client a simple, non-exclusive right of use limited for the agreed duration of the user contract. The right of use is limited to the service described below. A transfer of rights to the software or the source code is not subject of this contract. As part of the software, data storage on central servers is made available, on which the data generated and processed by the software can be saved during the duration of the contractual relationship. Archiving the data according to storage periods under commercial and tax law is not included in the scope of services. Services (1) Symanto puts the analysis results at the disposal of the client. (2) Analysis results can be made available in the following forms: - interactive dashboard - data exports (files) - integration of data in client-own systems, such as for example CRM systems (3) The analyses evaluate natural language text sources such as social media platforms and/or texts provided by the client and supply, among others: - sentiment information (positive/negative association to certain text elements, such as defined product features) - consumer profiles (psychographic attributes representing the character, opinion and needs of a person) - overview of historic and current topics dominating the contents of the source texts - segments on profiles or texts based on psychographic and thematic characteristics If the client provides Symanto with text data of his clients (e.g. of client communication (CRM), access tokens for Facebook, client-owned forums/blogs and therein contained texts or contents of other client sources), the client explicitly ensures that he obtained the permission of his clients for the transmission and processing of the data in compliance with the applicable data protection regulations. (4) The analyses refer to data from a time frame agreed upon with the client. (5) Raw data are the basis for the high-quality data analytics proposed by Symanto. Data analysis is conducted on the basis of the availability of sufficient relevant raw data. (6) The relevant data volume available in social media varies from topic to topic and can vary over time. (7) Symanto shall not be liable for low case figures which occur due to data protection regulations of social media platforms or errors or non-availability of social media APIs. (8) All analytical values specific to the precision of metrics, recall and accuracy are expectation values and, depending on the source of the data and the topic of the analysis, may deviate upwards or downwards. (9) Symanto stands for high data protection standards. Symanto offers his clients the possibility of sending analysis results encrypted and password protected. Please contact us, if you want to install secure communication. Availability (1) For technical reasons, Symanto cannot guarantee a permanent total availability. Availability can be temporarily limited - especially due to necessary maintenance and repair work. (2) The dashboard and technical connections to client-owned systems (APIs) have an average availability of 99 % per month. The availability of the dashboard and the APIs at the transfer point to the internet are substantial. The availability is calculated according to the following formula: availability = (total time - total down time) / total time * 100 %. (3) For the calculation of the total down time, the following times are not considered: a) Times of non-availability which are due to internet failures or other circumstances for which Symanto is not responsible, such as, in particular, force majeure, war, labor disputes or natural disasters; b) Times of non-availability due to regular maintenance work on technical systems. Symanto tries hard to carry out such maintenance work between 21.00 and 04.00 hours. c) Times of unscheduled maintenance work which are absolutely necessary for the rectification of faults; if possible, the client will be informed by a notice on the customer portal or via a newsletter. d) Times of non-availability due to faults which fall within the responsibility of the client. d) Times of failures of the Microsoft computer center. (4) Symanto reserves the right to make changes in order to adapt the system to the state-of-the-art and in order to optimize the system. In case such a modification results in an important value reduction of the services to which the client is entitled, the client can apply to continue to receive the previous scope of services as long as possible. If this is not possible, the client may choose to demand a cost reduction that corresponds to the value reduction or to terminate the user contract without observing a notice period. The right to termination can be done in writing within a period of 2 weeks after the implementation of the change. Conclusion of contract The contract with the client is concluded via a written order confirmation by Symanto. Obligation of the client to cooperate (1)The client is responsible for creating and maintaining in his domain the technical conditions necessary to access the dashboard, in particular with regard to the used hardware and operating system software, the connection to the internet and the current browser software. Symanto indicates accordingly on the customer portal or via the newsletter which browser or technology are currently supported. (2)In case of further development specific to the dashboard system, the client is responsible, after having been informed by Symanto, to implement the necessary adjustment measures to the IT infrastructure he uses. (3)Integration in client-owned systems can generate additional efforts which have to be borne by the client. All necessary works carried out by Symanto must be agreed upon in a detailed description of services and cost regulation. The client is committed to cooperate to the necessary extent as to integrating his systems and providing the technical support and documentation necessary to access the data that are being or will be analyzed. This regulation shall also be applied in the framework of technical further developments or in case of maintenance work that arises within the scope of services performed by Symanto for the client. (4)The client shall account for delays due to missing technical support or documentation. The same applies in case the client does not provide access to the data that is necessary for the implementation of the process. (5)The client is obligated to take all necessary precautions to secure his systems, in particular to use the current security settings of the browser and current protection mechanisms against malware. (6) For the preparation of client segments and similar reference classes, the client is obligated to comment bindingly and immediately as to the reference classes proposed by Symanto. If the client does not respond within 7 calendar days after receiving the inquiry, the reference classes shall be deemed to be approved. In case of such an inquiry, Symanto shall specifically draw the client’s attention to the significance of remaining silent. The client is committed to being available for the validation of example classification results. 6. Payment terms and prices (1) The fees to be paid by the client and the due dates are calculated in accordance with attachment 1. (7) The fees agreed upon in the contract (including costs in accordance with § 5(3)) include all services and expenses provided by Symanto for the performance of the contract. (3) The client pays separate fees for all services and expenses provided by Symanto at the request of the client after the conclusion of the contract. Prior to providing additional services, Symanto shall inform the client as to the resulting additional costs. (4) Other additional services and expenses for which Symanto is not responsible, must be paid by the client. (5) The client is entitled to offset payment only in the case of an undisputed claim or with a claim that is legally confirmed, unless the counterclaim has originated from the same contract. (6) The client may exercise a right of retention only if it arises from the same contract. 7. Warranty and liability (1) Symanto’s liability and the client’s claims for defects shall be governed by the legal provisions unless otherwise stated below. (2) Warranty claims shall only exist in the case of obvious defects, if the client provides written notification within three weeks after the corresponding analysis results have been made available. In the case of hidden defects, the period of notice becomes effective from the moment the defect becomes known, at the latest, however, up to two months after the corresponding analysis results have been made available. The warranty period starts when the analysis result has been made available and lasts for one year. (3) Symanto does not guarantee that the information supplied by them will be used by the client in a specific commercial way. (4) Symanto is not liable for damages arising from or in connection with the client’s interpretation of the supplied information. The liability in accordance with no. (5) and (6) remains unaffected. (5) Damage compensation claims of the client against Symanto or their legal representative or their performing or vicarious agents shall arise only from culpable injury to life, body or health, breach of an essential contractual obligation or by deliberate or negligent breach of duty by Symanto, their legal representative or performing agent or by fraudulent concealment of a defect in the provided information. (6) In the event of damage resulting from negligent breach of essential contractual obligations, Symanto shall be liable only for typical contractual, foreseeable damage. The amount of the damages shall be limited to the total amount of the agreed net remuneration. No compensation shall be provided for indirect damages and unforeseeable subsequent damages. 8. Exclusivity Symanto does not grant the client exclusivity of specific services, research objects or research methods. The agreement of exclusivity shall expressly require a written agreement. 9. Copyrights / intellectual property rights All copyrights, trademarks and other proprietary rights in the research methodology, the used program components, research concepts, procedures and methodologies remain with Symanto. 10. Use of information The information made available by Symanto to the client under this contract is for internal use only. Symanto’s approval is required for a complete or partial disclosure of the information to a third party or for its publication. This applies also for the use of analysis results in machine learning processes by the client or by companies commissioned by the client. 11. Basic research (1) Symanto shall be entitled to apply the methodical and scientific experiences gained from the execution of the contract to its basis research. (2) Any possible publication must not contain the name of the client nor other indication revealing the client’s name or company or his circumstances. (3) If the client has given his expressed approval, it is possible to deviate in whole or in parts from paragraph 11 (2). 12.Termination in case of a subscription agreement (1) Both parties can terminate the subscription agreement by giving 4 weeks’ notice, not earlier than 3 months after the conclusion of the contract. Unless otherwise agreed, the subscription shall automatically be renewed for another 12 months in the absence of termination. (2) The right to withdraw from the contract for serious reasons remains unaffected. (3) Each termination must be in writing. 13. Final provisions (1) Symanto reserves the right to change the GTC at any time and without giving reasons. (2) The place of performance and jurisdiction, if the parties are commercial entities, shall be Symanto’s place of business. (3) The contractual relationship between Symanto and the client is governed by the law of the Federal Republic of Germany, unless expressly agreed otherwise in writing. (4) For the purposes of these GTC, the written form requirement shall also be deemed complied with by fax and e-mail communication.