TAPIO ECOSYSTEM
TERMS AND CONDITIONS OF USE FOR INTELLIDIVIDE

1. GENERAL
   
   
   1. These Terms and Conditions of Use for intelliDivide from HOMAG GmbH, Homagstr. 3-5, 72296 Schopfloch, Germany ("we", "us") set out the special conditions that apply to the licensing and use of the services provided on the tapio ecosystem ("tapio") by us for our customers ("customer(s), "you").
   2. In addition to these Terms and Conditions of Use, the use of tapio is also subject to the TAPIO ECOSYSTEM General Terms and Conditions of Use ("Platform Terms and Conditions of Use") agreed between tapio GmbH and the customer; this applies even if not expressly reiterated in relation to individual topics. In the event of conflict between the provisions of the Platform Terms and Conditions of Use and the provisions of these Terms and Conditions of Use, the provisions of the Platform Terms and Conditions of Use take priority over these Terms and Conditions of Use; this priority applies only to provisions relating to the use of tapio.
2. REGISTRATION
   
   To use intelliDivide, you must first register on tapio as an authorized service user. If the service in question relates to specific machines or plants, the service right of use applies only to those machines and plants that the customer uses for itself and its affiliated companies to process its own internal business transactions ("Authorized Machines"). The use of services for machines and systems of third parties (in particular by registration of foreign machinery/equipment in the Admin Portal) is expressly prohibited.



3. INFORMATION REQUIREMENTS
   
   All service users wishing to use intelliDivide are required by tapio GmbH to register by providing a name and email address; users must also give consent to their personal data being processed. The relevant customer administrator can then grant users the rights to use the intelliDivide service. The service may only be used by entering the access details obtained as outlined above.



4. SCOPE OF SERVICES
   
   
   1. The functional scope of intelliDivide is detailed in the intelliDivide product description that is available in the tapio shop (https://store.tapio.one).
   2. intelliDivide can be used as a web application on end devices with a current internet browser.
   3. The specific scope of use (e.g. maximum number of machines and/or users) is detailed in the product description. At the end of the initially agreed term, the period of use will be extended automatically by the additional term selected at the time of purchase.
   4. In addition, the nature, content, scope and limits of the right of use for intelliDivide are detailed in the product description.
   5. intelliDivide uses the AutoPanelSizer and AutoNester software in some instances. Fraunhofer-Gesellschaft e.V., Hansastraße 27c, 80686 Munich, Germany, holds all copyrights to the AutoPanelSizer and the AutoNester software. The AutoPanelSizer and the AutoNester software was developed by employees of the Fraunhofer Institute for Algorithms and Scientific Computing SCAI, Schloss Birlinghoven, 53754 Sankt Augustin, Germany.
5. DATA USE, DATA PROTECTION
   
   
   1. The service is hosted by HOMAG GmbH on a professionally secured cloud infrastructure that is regularly audited and certified in line with market-standard IT security protocols. To provide the service, data is collected from tapio and transferred to us. The data is primarily your user name, contact data of the user, machine data (master data, process data) and algorithms of the partners required for provision of the service. To optimize the service and to further develop the machines and processes, the data is used anonymously/under a pseudonym. Further information about our data use and data protection policies can be found at:https://www.homag.com/en/company/policy/.
   2. Data processing by tapio GmbH is subject to the data protection provisions of the Platform Terms and Conditions of Use and to the platform's own data protection policies, which can be found at:https://www.tapio.one/en/policy.
6. FEES
   
   
   1. The level of fees payable by the customer is based on the intelliDivide fee model and the prices applicable at the time of the order.
   2. All prices are subject to addition of the statutory sales tax applicable at the time.
   3. Unless otherwise agreed, payment of the fees owed will be due within 30 (thirty) days of receipt of the invoice.
   4. The customer may only assert a right of retention or right of set-off if the rights or claims that the customer is asserting in this regard have been legally established or are undisputed.
   5. intelliDivide is sold by tapio GmbH as a commercial agent of HOMAG GmbH. HOMAG GmbH authorizes tapio GmbH to sell the app on its behalf to all customers registered on the portal.
   6. tapio GmbH will invoice you for the fees and collect payment thereof in its own name. The partner authorizes tapio GmbH to collect the payments.
7. RESPONSIBILITIES OF THE CUSTOMER
   
   
   1. The customer is responsible for the provision and maintenance of the system requirements as detailed in the product description and in the Platform Terms and Conditions of Use.
   2. intelliDivide may only be used by authorized users and in compliance with these Terms and Conditions of Use and the Platform Terms and Conditions of Use.
8. TERM, TERMINATION
   
   
   1. Unless otherwise explicitly specified in the product description, intelliDivide cannot be terminated before the end of the initially agreed term. The customer is entitled to terminate the intelliDivide service no later than 3 (three) days prior to the end of each automatically extended term. Notice of termination must be submitted athttps://store.tapio.one using the function provided.
   2. The remaining provisions of the Platform Terms and Conditions of Use, including the right to terminate early for good cause, are unaffected.
9. QUALITY AND AVAILABILITY
   
   
   1. 9.1 The content and quality of intelliDivide as well as the nature and scope of the services to be provided by us in connection with intelliDivide are based exclusively on the relevant product description and these Terms and Conditions of Use. Unless the relevant product description or these Terms and Conditions of Use include provisions to the contrary, the following apply:
      1. We will take appropriate measures and safety precautions to prevent our services from causing harmful effects to the user environment of the customer and to ensure adequate data security.
      2. Information about our services that appears on web pages, in applications (e.g. mobile apps) and in catalogs, general product descriptions, data sheets, plans and drawings, in particular in relation to availability, functionality, performance data, etc., is legally binding only if the product-specific terms and conditions make explicit reference to this information or if we have provided some other means of explicit written confirmation.
      3. Unless otherwise explicitly agreed in writing, intelliDivide does not include any customer-specific services, such as case-specific data analyses, that go beyond the standard functionality of intelliDivide.
      4. We have no influence over the quality of the data created and collected in customer environments, in particular in relation to the operation of machines and plants. Prior to the automated analysis of the raw data, there is no separate review of the data formats, the content or the scope, nor of the quality, completeness, reliability and/or the accuracy of the raw data.
      5. The software and algorithms used for the analysis of the raw data produce the analysis on the basis of specific methods, which may be revised at any time. The resulting data analyses and the results displayed to the customer are determined in large part by the configurations of the machines and plants in question and by the settings selected by the customer. Analysis processes completed on this basis are, like any scientific method, subject to inherent restrictions and as such it is not possible to determine fully binding best practices. intelliDivide is intended solely as a support or as an aid; it does not replace independent review and/or the critical decision-making on the part of the customer and its authorized users about whether, and if so which, organizational and technical measures are required with regard to the use and operation of machines and plants and with regard to the production processes of the customer. Specifically, we do not conduct a statutory review to determine whether any measures planned by customers on the basis of our services are legally permissible, e.g. under the terms of data protection legislation or employment legislation. The customer has sole responsibility for its use of intelliDivide.
   2. We strive to improve intelliDivide on a continuous basis. It may be necessary from time to time to implement version updates for intelliDivide. This usually takes place automatically, without first obtaining the consent of the customer and without explicitly making the customer aware of the update. The customer's rights of use for the service are unaffected.
   3. Certain availability features and service levels will apply only insofar as they form part of the relevant service description.
   4. We accept no responsibility for any malfunction of the tapio platform; the Platform Terms and Conditions of Use apply in this instance.
   5. 9.5 We accept no responsibility for any malfunction of intelliDivide that
      1. can be attributed to causes outside of our control (e.g. natural disasters, wars, terrorist attacks, riots, labor disputes, government measures, network or device failures, including those at the location of the customer or between the location of the customer and the data center used by tapio);
      2. is due to the use of services, hardware or software that were not provided by us or are not explicitly approved by us, including problems associated with insufficient bandwidth or software, or third-party services;
      3. is caused by the customer's use of intelliDivide after we have instructed the customer to modify the use of intelliDivide and the customer has failed to modify its use of the service as instructed;
      4. is caused by unauthorized action (including incorrect entries) or failure to take a required action on the part of the customer or its employees, representatives, contracting partners or suppliers, or by other people who have gained access to intelliDivide, or that is caused in any other way by failure on the part of the customer to comply with the appropriate safety procedures;
      5. is caused by the customer's failure to observe the required configurations or by using intelliDivide in a manner that is not compatible with the features and functions of intelliDivide (e.g. attempts to carry out operations that are not supported) or does not correspond to the support information published by us.
10. SUPPORT
    
    
    1. In the event of technical problems and questions relating to the use of intelliDivide, the customer can access the hotline service at the specified times using the contact details provided to the customer.
11. CHANGES
    
    
    1. We are entitled at any time to change these Terms and Conditions of Use and the product-specific terms and conditions ("changes"). These changes may include, in particular, regular technical and functional updates; however, we are not obliged to make such changes.
    2. We will inform the customer of material changes in an appropriate form and with appropriate notice. Material changes include, in particular, changes that have a noticeable impact on the availability, functionality or quality of intelliDivide or on the contractual relationship.
    3. If the change results in a considerable deterioration in the availability, functional scope or quality of intelliDivide for the customer, the customer will have a special right of termination. The special right of termination must be asserted in writing and must be received by us within 15 (fifteen) working days of receipt by the customer of the information about the change.
    4. Changes to these Terms and Conditions of Use or to the product-specific terms and conditions will become effective unless we receive a written objection from the client, addressed to the contact details given below, within 30 (thirty) days of receipt by the customer of the information about the change. In the event of an objection from the customer, we have a special right of termination in relation to all contractual relationships that are affected by the customer's refusal to accept the change. The customer will explicitly be made aware of this consequence upon communication of the change(s).
12. CONFIDENTIALITY
    
    
    1. Each contracting partner undertakes to treat confidential information relating to the other party with the same care they would apply to their own operational and commercial secrets with similar significance, and at a minimum to apply the appropriate technical and organizational measures to ensure confidentiality; this includes, among other things, ensuring adequate protection against unauthorized access and misuse.
    2. Confidential information includes all operational and commercial secrets of the contracting partners and all physical or verbal information and data, such as technical or commercial data (in particular, raw data and service data), analyses based on that data, development plans, plans relating to product development and product design, information about hardware, databases or about any software, source codes and algorithms used or produced, as well as documents or knowledge that the contracting partners exchange in connection with the customer's use of tapio and that have been marked as "confidential" or similar in the case of written or other physical data, or that must be considered as confidential based on their nature.
    3. If the receiving contracting partner is responsible for any unauthorized access, unauthorized use, illegal copying, unauthorized sharing or any other unauthorized action in relation to the confidential information of the sending contract partner, or if it becomes aware of any such infringements, the receiving contracting partner must immediately inform the sending contracting partner of said infringements in text form and shall immediately take all necessary actions and bear all necessary costs to rectify the infringement in question.
    4. The obligation to maintain secrecy does not apply to confidential information that
       1. was legally known to the receiving contracting partner without being subject to a secrecy obligation prior to the information being shared with them;
       2. is available or will be available in the public domain independently of any actions by the receiving contracting partner, unless said confidential information is not currently considered to be in the public domain because only parts of it are or will be publicly accessible;
       3. was communicated to or shared with the receiving contracting partner by a third party legally and with no obligation to maintain secrecy, provided that, to the best of the receiving contracting partner's knowledge, the third party has not infringed its own obligation to maintain secrecy by sharing the information;
       4. was developed by the receiving contracting partner independently and without recourse to confidential information, or constitutes one of the exceptions detailed in sections 12.4.1 to 12.4.3 or 12.4.6;
       5. must be disclosed under the terms of mandatory regulatory or judicial orders or binding legal provisions, provided that the other contracting partner has been informed in writing of the disclosure; or
       6. has been explicitly exempted from the obligation to maintain secrecy by the sending contracting partner.
    5. Any contracting partner that is invoking an exception must prove the existence of the relevant conditions.
13. WARRANTY, INDEMNITY
    
    
    1. We warrant that the intelliDivide service provided to the customer will be of the agreed quality. We make no guarantees regarding the safe, uninterrupted or error-free operation of tapio and/or intelliDivide. Unless explicitly stated in the product description, we accept no liability for the suitability of our functions for a specific purpose.
    2. In the event of defects we will take the necessary measures to remedy the defects within a reasonable period of time. Furthermore, in the event of defects that existed at the time at which the intelliDivide agreement became legally effective, we will accept liability only where we are at fault.
    3. If a third party asserts claims against the customer on the basis of alleged infringement of their copyrights or their industrial property rights by intelliDivide for which we are responsible, we will exempt the customer from all damages and other costs legally imposed in court proceedings, insofar as we have been made aware of the assertion of such a claim immediately and in writing and information and appropriate support is provided. Furthermore, this exemption is subject to us being granted the authorization to defend or settle the asserted claim.
    4. Warranty and indemnity claims are excluded
       1. in the cases referred to in section 9.4, unless the customer can prove that the defect/infringement would have occurred even without the existence of the circumstances mentioned in said section;
       2. insofar as the infringement of the customer's duty to cooperate or the failure to provide immediate and detailed notification of the defect in text form cause or contribute to damage or result in rectification of the defect not being possible or no longer being possible; the conditions referred to in section 13.3 remain unaffected.
14. LIABILITY
    
    
    1. In the case of personal injury, we accept unlimited liability for damages resulting from malice and for all damages caused by the willful or gross negligence of our legal representatives or vicarious agents.
    2. In all other cases, our liability will be limited to breaches of key contractual obligations that are attributable to us and will be based on the merits of the case. Key contractual obligations are obligations that must be fulfilled in order to facilitate proper use and that customers must be able to rely on being fulfilled. Liability for a breach of key contractual obligations of this kind is limited to the damages typically estimable at the time of conclusion of the contract. The upper limit for typically estimable damages for intelliDivide will be the annual sum paid for intelliDivide.
    3. In all other cases, our liability for damages caused as a result of negligence, irrespective of legal basis, is excluded. This also applies in respect of any of our legal representatives, employees, vicarious agents and subcontractors to whom obligations were transferred.
    4. The limitations of liability detailed above do not apply in the case of provision by us of an explicit warranty or in the case of liability as defined by the ProdHaftG (Produkthaftungsgesetz — German Product Liability Act).
    5. The statute of limitations for claims for damages against us and our legal representatives, employees, vicarious agents and subcontractors will essentially be one year from the date the basis of the claims arises. The cases detailed in section 13.1 are excluded.
15. DECLARATIONS, NOTIFICATIONS
    
    
    1. Where declarations or notifications stipulated by these Terms and Conditions of Use require a text form, this may take the form of an email or input fields provided specifically for this purpose.
    2. Where declarations or notifications stipulated by the Terms and Conditions require exclusively the written form, such declarations or notifications must be signed by an authorized representative of the declaring contracting partner and submitted to the other contracting partner by post or fax.
    3. Special notifications and declarations for the customer will be addressed to the contact details provided when the customer registered on tapio, or to the customer's business address where the customer has not provided us with any other contact details. Notifications and declarations that concern all customers or multiple customers may also be published on our homepage or on the tapio platform as a customer notice.
    4. Declarations for us must be sent to the following address:
       
       HOMAG GmbH
       Homagstr. 3-5
       72296 Schopfloch
       info@homag.com
       
16. MISCELLANEOUS
    
    
    1. These Terms and Conditions of Use, together with the product description available athttps://store.tapio.one, including pricing information and the separate Platform Terms and Conditions of Use, form the complete agreement between us and the customer for the intelliDivide order.
    2. The customer's general terms and conditions of purchase will not apply.
    3. These Terms and Conditions of Use and their interpretation are subject to German Law. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. The sole place of jurisdiction for all disputes concerning rights and obligations defined by these Terms and Conditions of Use, including their effectiveness, is the location of our registered office.
    4. If individual provisions of these Terms and Conditions of Use are or become fully or partially invalid or unenforceable, the validity of the remaining provisions of these Terms and Conditions of Use will remain unaffected. The contracting partners shall replace the invalid or unenforceable provision immediately with a provision that reflects as closely as possible the legal and economic intent of the invalid or unenforceable provision. Until such time as the new provision is added, it will be considered as agreed. The above applies accordingly to the correction of any deficiencies with the contract.