General License and Terms of Use for the Application azuma nori
This translation is NOT legally binding and a working translation only. Legally binding and relevant, particularly in case of any discrepancies, is solely the German text.
These License and Terms of Use Agreement (hereinafter "Agreement") is entered into between azuma healthtech GmbH ("azuma") and your organization (hereinafter "Customer" or "you") as of the Effective Date (as defined below). The person accepting these Terms on behalf of the Customer represents that he or she has the authority to bind the Customer to this Agreement. If the person does not have such authority or does not agree to the terms of this Agreement, that person may not accept these Terms and may not use a Free Trial.
1. Scope of Application
1.1.
azuma offers the Customer the opportunity to use the application provided within the scope of a free-of-charge Free mode with limited functionality or within the scope of chargeable usage models against payment of the respectively agreed usage fees. The application is licensed to you in accordance with the following terms and the license agreement.
1.2.
These General License and Terms of Use Agreements govern the contractually time-limited use of the application.
1.3.
nori is an AI-supported application for the automated analysis and review of source code for compliance with defined technical and regulatory requirements. The review is controlled by the application developed by azuma and carried out using artificial intelligence based on the review logic developed by azuma. Depending on the selected review module, the subject matter of the review is individual provisions of various guidelines and standards. The review results are generated with AI support and serve exclusively to support the Customer.
1.4.
azuma may from time to time make changes to the terms of this Terms of Use Agreement. In this case, azuma will notify the Customer in text form with a notice period of 4 weeks. Unless otherwise stated, the amended terms shall take effect immediately, and the Customer's continued use of the Services and the application confirms acceptance of the amendments. If the Customer does not wish to accept the amended terms, the Customer must cease using the Services and the application.
2. Provision
2.1.
azuma provides the Customer with the application, in the respective current version, for download and local installation on the Customer's end devices. Use of the application requires successful registration and login via a valid DOA account as well as the purchase of a corresponding license for the application or the respective review module, or use within the scope of a free trial version offered by azuma. In addition, use requires a valid license for a Large Language Model (LLM) supported by azuma. The provision of the LLM is not subject matter of these Terms of Use.
Subject to compliance with these Terms of Use and applicable law, the Customer receives, for the duration of the agreed license term or trial version, the simple, non-exclusive, non-transferable and non-sublicensable right to locally install and use the application within the scope of the agreed license scope and the activated review modules.
2.2.
The scope of performance and characteristics of the application follow from the Product Data Sheet, which is updated in the event of changes. The application may be automatically updated by azuma from time to time. These updates may take the form of bug fixes, new functions or new versions. You agree to receive such updates as part of your use of the application. azuma endeavors to implement the development of new functions as well as the further development of azuma nori in a manner that is as backward-compatible as possible. Changes to existing functions used in the Customer's application products are made only if they are necessary for troubleshooting, security improvement, performance optimization, or compliance with legal or technical standards. In such cases, affected customers will be informed immediately.
2.3.
The Customer is responsible for acquiring and maintaining a valid license for a Large Language Model (LLM) supported by azuma for the entire period of use and for complying with the license and terms of use of the respective LLM provider.
2.4.
The number of accesses and thus application users per Customer is governed by the contractual agreement underlying the provision or by the additional terms of use.
2.5.
azuma remains the sole owner of all rights, including all intellectual property rights and claims in connection with the application. Except as stated in these Terms, azuma grants the Customer no rights to copyrights, trade secrets, trademarks or other rights with respect to the components in the application.
2.6.
The Customer grants azuma the free of charge, temporally, spatially and substantively unrestricted right to use the Customer as a reference customer with the customer logo (to be provided by the Customer), including naming the customer name, for advertising purposes in both print and electronic media.
2.7.
The results of the reviews performed (Findings) are stored locally on the Customer's systems. After expiry of the license term, the results generated up to that point generally remain in the Customer's local folder structure, provided they are not deleted by the Customer or the application, including the associated data, is uninstalled. The Customer is solely responsible for backing up, exporting or otherwise retaining the results and other data, insofar as the Customer wishes to continue using them after termination of the license or uninstallation of the application. azuma does not store or back up the review results. After termination of the license, azuma is not able to provide the Customer with locally stored data or review results again or to restore them.
2.8.
After the end of the contract, the Customer may have its DOA account deleted by submitting a deletion request to azuma in text form.
3. Permitted Use
3.1.
Subject to full payment of the contractually agreed usage fee or within the scope of a free trial version provided by azuma, the Customer receives the simple, non-exclusive, non-transferable and non-sublicensable right, limited to the term of the license or the trial version, to install and use the application in accordance with these Terms of Use.
3.2.
The purpose of use of the application as well as the scope of the available review modules and functions result from the Product Data Sheet, the respective performance description.
3.3.
azuma provides the Customer with the application exclusively for local installation and use on the end devices designated by the Customer. The Customer is entitled to use the application exclusively for its own business purposes and exclusively within the scope of the acquired license or the activated review modules. No further granting of rights is made, in particular with respect to the source code of the application, its program structure, the review mechanisms, the review logic, the algorithms or other components of the application. The Customer's rights to the source code it submits for review remain unaffected.
3.4.
The Customer may not modify, edit or reproduce the application, in whole or in part, insofar as this is not legally permitted. In particular, the Customer is prohibited from examining, decompiling, disassembling or otherwise reverse engineering the application or individual components in order to determine the source code of the application, its program structure, algorithms, review mechanisms, review logic, control mechanisms or other technical functionalities, or to use these, in whole or in part, as a basis for the development of its own software, review modules, review procedures or comparable products or services.
3.5.
The Customer may not take any measures that are likely to impair the security, integrity or functionality of the application or of azuma's authentication and licensing services. In particular, unauthorized manipulation attempts, circumvention of technical protective measures or automated attacks on the application or the DOA account are impermissible.
3.6.
The Customer is responsible for ensuring that the application is used exclusively in accordance with applicable statutory provisions and regulatory requirements. The Customer bears responsibility for ensuring that use of the application, in particular the processing of the source code and other data submitted for review, is lawful.
3.7.
If azuma provides the Customer with a free trial version (FREE mode) of the application, use is exclusively for testing and evaluation purposes and is likewise subject to these Terms of Use. The scope of the available functions, review modules and review criteria is determined by azuma and may be limited compared to the paid version. azuma is entitled to restrict or terminate free access at any time following prior notice, insofar as this is legally permissible or necessary to prevent abusive use. After expiry of the trial period, further use of the application is only possible within the scope of a valid license. During use of the free trial version, the application is provided "as is". There is no entitlement to freedom from defects, particular functions, technical support or the provision of updates.
4. Application Data
4.1.
Application data within the meaning of these Terms of Use is all data arising in connection with the use of the application. This includes, in particular, data of the DOA account, license and authentication data as well as - insofar as technically necessary - log and diagnostic data. The source code provided by the Customer for review and the review results (Findings) generated therefrom generally remain on the Customer's systems and are stored locally.
4.2.
azuma processes only the application data required for the provision of the application, authentication via the DOA account, license management, error analysis and the provision of support services. Insofar as personal data is processed in this context, this is done in accordance with the applicable data protection provisions. azuma generally does not process the source code submitted by the Customer or the locally stored review results in the on-premise solution.
4.3.
azuma does not back up the source code submitted by the Customer or the locally stored review results. Backing up this data is the sole responsibility of the Customer.
4.4.
azuma generally does not access the source code submitted by the Customer for review or the locally stored review results. Access only occurs to the extent that the Customer expressly instigates it in an individual case or a statutory obligation exists to do so.
5. Deletion of Data
The deletion of personal data is governed by the provisions of azuma's privacy policy and may be requested by the Customer in accordance with the requirements described therein.
6. Technical Requirements for Access
The requirements are governed by the respective system requirements specified in the Product Data Sheet.
azuma takes appropriate technical and organizational measures to protect the authentication and licensing services provided by azuma against unauthorized access. The Customer is responsible for keeping its access data to the DOA account secure and for protecting the locally installed application and the data stored on its systems against unauthorized access through suitable security measures.
7. Intellectual Property
7.1.
Rights not expressly granted to the Customer do not accrue to the Customer.
7.2.
This License Agreement grants no ownership rights/intellectual property rights or comparable rights to the application. All rights, in particular copyrights, related rights, trademark rights, trade secrets and other intellectual property rights to the application, its program structure, the source code of the application, the review mechanisms, review logic, algorithms, modules, documentation and other components remain exclusively with azuma or the respective rights holders.
In particular, the Customer is not entitled, without the prior written consent of azuma, to use the application beyond the contractually agreed scope, to make it accessible to third parties, to reproduce, distribute or sell it, to make it publicly accessible, or to make it available to third parties for use, whether for consideration or free of charge. The Customer's rights to its own source code remain unaffected.
7.3.
The application may contain or use software or software components from third-party manufacturers, in particular open source software. The respective license terms of the relevant rights holders apply in addition to these components. Use of an LLM required for the operation of the application is governed exclusively by the license and terms of use of the respective LLM provider. azuma is neither the provider nor the licensor of the LLM used by the Customer.
8. Legal Consequences of Violations
If the Customer violates any of the requirements of these license terms, azuma is entitled to extraordinary termination, should the Customer fail to remedy the legal violation within 30 days of being requested to do so.
9. Availability
The application is provided for local installation on the Customer's systems. Insofar as online services, in particular for authentication or license management, are required for use, azuma provides these within the scope of its technical and operational capabilities. Temporary restrictions, in particular due to maintenance work or technical disruptions, cannot be excluded. azuma assumes no responsibility for disruptions attributable to the Customer's IT infrastructure, the internet connection, or the LLM used by the Customer.
10. Obligations of the Customer
10.1.
The Customer is obligated to use the application exclusively within the scope of the license granted, these Terms of Use and applicable statutory provisions. In particular, the Customer must treat its access data to the DOA account confidentially and protect it against access by unauthorized third parties through suitable measures. If the Customer becomes aware of unauthorized access, or if there is a corresponding suspicion, the Customer must inform azuma without undue delay.
10.2.
The Customer is responsible for use of the application by its authorized users. In particular, the Customer undertakes to:
(i) use the application exclusively for its own business purposes and within the scope of the acquired license and the activated review modules; in particular, use of the application to provide services to third parties or on behalf of third parties is impermissible;
(ii) not reproduce, rent, lease, sell, make accessible to third parties or otherwise use the application beyond the contractually agreed scope;
(iii) not modify or manipulate the application or subject it to reverse engineering in violation of Section 3.4;
(iv) not take any measures that could impair the security or functionality of the application or of the authentication and licensing services;
(v) hold a valid license for a Large Language Model (LLM) supported by azuma and comply with its license terms;
(vi) not use the application to develop competing software, review modules or review procedures, or to replicate the review logic.
10.3.
The Customer shall report functional disruptions or impairments in use of the application to azuma without undue delay, in text form. The report should describe the disruption as precisely as possible, in particular its effects and the circumstances under which it occurs.
10.4.
The Customer is responsible for ensuring that it is authorized to use and have reviewed the source code submitted to the application. It shall ensure that all statutory provisions, in particular data protection, copyright and other third-party rights, are complied with when using the application. The Customer shall itself obtain any necessary consents or other legal bases.
10.5.
Any use that violates this Agreement, the documentation or the order forms and that, in azuma's assessment, endangers the security, integrity or availability of the application or of the authentication and licensing services, may result in immediate blocking of access via the DOA account or use of the application by azuma; however, azuma will, under the given circumstances, make all economically reasonable efforts to notify the Customer and give it the opportunity to remedy the violation or the risk before such a block is imposed.
11. Usage Fee
11.1.
The usage fee and scope of use are contractually agreed or are based on azuma's offer.
11.2.
Other services such as user support or training require a separate contractual agreement.
11.3.
All fees are owed plus value-added tax at the respectively applicable statutory rate and are payable in advance for the respective agreed billing period.
12. Disclaimer of Warranty
Due to the way AI-supported systems function, it cannot be ruled out that review results may in individual cases be incomplete or incorrect. The review results constitute professional support and do not replace an independent review by the Customer.
13. Limitation of Liability
13.1.
Unless otherwise provided in these Terms of Use or supplementary agreements, azuma shall not be liable to the Customer or third parties for indirect damages, consequential damages or non-material damages, in particular for loss of use, data loss, loss of profit, loss of revenue or reputational damage arising in connection with the use of the application or the use of the review results provided. This does not apply insofar as azuma caused the damage intentionally or through gross negligence, in the event of injury to life, body or health, or insofar as liability is mandatorily prescribed by law.
13.2.
Responsibility for evaluating and using the review results in a specific application case lies with the Customer. azuma's liability for resulting damages exists only in accordance with Section 13.1.
13.3.
Insofar as legally permissible, azuma's liability per claim is limited to EUR 5,000 or the license fees paid by the Customer during the three months prior to the event giving rise to liability, whichever amount is higher. This limitation of liability does not apply to the cases referred to in Section 13.1.
13.4.
These Terms govern azuma's entire liability and your exclusive remedy with respect to access to and use of the application. The foregoing limitations of liability also apply for the benefit of azuma's legal representatives, employees, vicarious agents and other agents.
14. Termination
14.1.
Insofar as no fixed term has been agreed, either party may terminate this License and Terms of Use Agreement with seven (7) days' notice to the end of the respective contract period. If a fixed term of 25 days from conclusion of the contract has been agreed, the license ends upon expiry of this period, unless it is extended or another agreement is made.
14.2.
Unless otherwise provided in a supplementary agreement, azuma is entitled to temporarily suspend or terminate the usage license as well as access to the DOA account or individual license-dependent functions of the application if
a) the Customer violates a material contractual obligation (or acts in a manner that shows that it does not intend to, or is not able to, fulfil the contractual obligation);
b) the Customer fails to pay license fees due in a timely manner, as applicable;
c) this is necessary due to statutory or regulatory requirements.
14.3.
Upon expiry or termination of this License and Terms of Use Agreement, the Customer's right to use the application ends. Upon expiry of the license, individual or all license-dependent functions of the application will be deactivated.
15. Data Protection
Both azuma and the Customer shall comply with the applicable data protection provisions during and in connection with the performance of this Agreement.
Insofar as azuma processes personal data on behalf of the Customer within the scope of individual functions of the application, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR prior to the commencement of processing.
16. Use of Data
The source code provided by the Customer for review and the review results generated therefrom remain with the Customer. If the Customer voluntarily transmits data or source code to azuma in connection with support requests or error analysis, azuma processes this exclusively to handle the respective request, unless otherwise agreed. azuma does not acquire any rights of use, exploitation or other rights to this data. This data is not used for product optimization, development of new products, or any other purposes.
17. Miscellaneous
17.1. Assignment.
The Customer is not entitled to assign or otherwise transfer these Terms or its rights and obligations under these Terms, in whole or in part, without azuma's written consent. Any such attempt is void. azuma may assign its rights under this Terms of Use Agreement to a third party.
17.2. Severability.
Should any provision of this License and Terms of Use Agreement be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the applicable statutory provisions. The same applies to any gaps in the Agreement.
17.3. Force Majeure.
Neither party shall be liable to the other for any delay or failure to perform an obligation (except for your payment obligations to azuma) under these Terms if the delay or failure is due to unforeseen events occurring after these Terms take effect, which are beyond the reasonable control of the parties, such as strikes, blockades, wars, terrorism, unrest, natural disasters, refusal of approval by the government or other governmental authorities, provided that such an event prevents or delays the affected party from fulfilling its obligations and that party is not able to prevent or remove the force majeure event at reasonable cost.
17.4.
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with this License and Terms of Use Agreement is Munich.