Amendment to Microsoft Azure Marketplace Standard Contract (updated March 2019)

Notwithstanding the terms of the Microsoft Azure Marketplace Standard Contract (updated March 2019), the following provisions apply to the purchase of Mnestix from XITASO GmbH ("XITASO"):

  1. Applicable Law: The contract and all legal relationships in connection with it are exclusively governed by the laws of the Federal Republic of Germany, excluding international private law and the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction is Augsburg, as far as legally permissible.
  2. Contracting party/customer: Subject to further verification by XITASO, only companies with their registered office within the EU or the EEA may conclude this contract.
  3. Conclusion of the contract: The customer makes an offer to XITASO to conclude a contract by contacting XITASO and asking for the Secret (Container Registry Secret). XITASO examines the request of the customer and reserves the right to reject the offer. The contract between the customer and XITASO is only concluded when XITASO accepts the customer's offer by providing the Secret to the customer.   
  4. Use of rights:
    1. XITASO is exclusively entitled to all rights of use and exploitation of the software, which is provided for use under this contract or which is created by support services.
    2. XITASO grants the customer the non-exclusive (simple), content, time and territorial limited as well as non-transferable right of use for the customer's business purposes for the software Mnestix mentioned and requested by the customer and for all work results that arise in the context of customer-specific adjustments and/or the support services - conditional on the payment of all invoices. The right of use cannot be sublicensed and may not be resold. In time, the right of use is limited to the term of this contract - the test version - until the date on which the contractual relationship is terminated.
    3. The right of use extends to all currently known types of use. A transfer of the software or work results to affiliated companies of the customer is prohibited. The right of use does not include any other duplication, distribution or making available to the public. The customer is not entitled to edit or redesign the software and/or to exploit it in edited or redesigned form. The use of the software in parts is also not permitted.
    4. The customer grants XITASO the right to reproduce the data created by the customer when using the software solution to the extent necessary to fulfill the contractual obligations. The same applies to files loaded by the customer into the cloud storage. In the event of disruptions, XITASO is entitled to make necessary changes to the format and structuring of data.
  5. Mnestix is intended at the current state exclusively for use in a test environment. It is not suitable for use in the customer's productive environment. Offers that include Mnestix have various dependencies on third party components. Due to these dependencies, delays in service delivery and migration to the upcoming current standard based on an open source software under MIT license, which is currently being developed by IDTA, may occur without XITASO being able to influence this or being responsible for this. According to XITASO's current knowledge, this new standard is expected to be available at the end of 2022, so XITASO expects to be able to implement the conversion of Mnestix to this new standard as of that date. This change will make it necessary to adjust the agreed conditions between the customer and XITASO, which will be represented by a change agreement between the parties or a follow-up offer by XITASO./li>
  6. The costs depend on the scope of services and will be communicated to the customer separately by XITASO.