General Terms and Conditions
emax digital Software and Managed Services
As of: 28 July 2026
English working translation — not legally binding. In case of discrepancy, the German version prevails.
Part A – General Provisions
A.1 Scope and Applicability of the Terms and Conditions
A.1.1 These General Terms and Conditions of emax digital GmbH, Balanstraße 73, Building 7, 81541 Munich ("emax digital") for emax digital Managed Services and the emax digital Software (hereinafter the "Terms") contain general provisions governing the cooperation between the parties as well as the license terms (provisions on the transfer of usage rights to the SOFTWARE), which shall apply to each individual order placed by the customer with emax digital. The individual orders will be governed by the parties in individual agreements.
A.1.2 Provisions in the individual agreements that deviate from or supplement these Terms shall take precedence over the provisions of these Terms.
A.1.3 Multiple products or services of emax digital may be bundled in a single individual agreement. If individual products or services are ordered separately, this generally requires separate individual agreements, each with its own term and termination options. If additional products or services are ordered after conclusion of the agreement, this generally requires an additional individual agreement. The same applies to the separate booking of different modules of emax digital products.
A.1.4 The services and offers of emax digital are directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB).
A.2 Definitions
A.2.1 "PROVISION" means the point in time from which the USER first gains access to the SOFTWARE.
A.2.2 "CHANGE" means any change, addition, extension or other deviation agreed between the parties from the scope of the Managed Services provided by emax digital to the customer as agreed at the conclusion of the agreement; the customer's requests for adjustments to the SOFTWARE provided by emax digital (feature requests) or customer-specific development work do not constitute a mere CHANGE.
A.2.3 "DATA" means data that is read out, processed, generated and/or otherwise processed for the USER by means of the SOFTWARE.
A.2.4 "DOCUMENTATION" means the user manual for the USER, consisting of the electronic and written user aids, specifications and descriptions published by emax digital (e.g. via an online help center).
A.2.5 "HANDOVER POINT" means the interface from emax digital's data center to data networks that are not legally attributable to emax digital, in particular the internet (e.g. https://app.emax-digital.com/).
A.2.6 "EMPLOYEES" means all employees of emax digital and all subcontractors, their employees or other agents engaged by emax digital to carry out the relevant order. These persons are obligated to maintain confidentiality and to comply with data protection regulations.
A.2.7 "USER" means the customer of emax digital, to whom emax digital has contractually granted the rights described herein to use the SOFTWARE, as well as the users activated by the customer for use of the SOFTWARE in accordance with these Terms.
A.2.8 "BUGFIX" means a program version developed to correct or work around technical errors in the SOFTWARE, which is made available to the USER by emax digital. The aim of a BUGFIX is to provide an error correction as quickly as possible.
A.2.9 "SOFTWARE" means the emax digital software in its respective current version, which is provided exclusively online via the website https://app.emax-digital.com.
A.2.10 "SUPPORT SERVICES" means all services to support the USER under Part C of these Terms.
A.2.11 "SYSTEM REQUIREMENTS" means the technical requirements necessary to operate the SOFTWARE. An internet connection is required to use the SOFTWARE; for an optimal user experience, emax digital recommends a current version of Chrome or Firefox. Access to Amazon Vendor Central, Seller Central, Amazon Ads accounts and AMC instances is granted directly by Amazon. emax digital has no influence over the granting, restriction or withdrawal of such access. Missing or withdrawn Amazon access does not constitute a defect of the SOFTWARE.
A.2.12 "TECHNICAL ERROR" means that the services or performance made available to the USER are unavailable or that the SOFTWARE delivers incorrect results. Delays or errors in Amazon's interfaces or data do not constitute a TECHNICAL ERROR of the SOFTWARE.
A.2.13 "AVAILABILITY" means the availability of the SOFTWARE at the HANDOVER POINT, scaled to monthly availability less announced MAINTENANCE WORK.
A.2.14 "CONCLUSION OF THE AGREEMENT" means the point in time at which the customer and emax digital submit their declarations of intent to conclude the agreement in written form or in an advanced electronic form within the meaning of Art. 26 of the eIDAS Regulation (e.g. via AdobeSign or DocuSign).
A.2.15 "INCIDENT" means a situation reported by the USER in which support is required and the cause has not yet been conclusively clarified. emax digital prioritizes reported INCIDENTS internally according to their impact on the customer's business operations.
A.2.16 "MAINTENANCE WORK" means periods during which, as a result of maintenance or repair work, the contractual services are not available, or only available to a limited extent, to the USER at the HANDOVER POINT. emax digital will announce plannable MAINTENANCE WORK in good time, generally via a banner or notice within the SOFTWARE.
A.3 Subject Matter of the Agreement, CHANGES and Other Changes to Services
A.3.1 The subject matter of the agreement is exclusively the products and services specified in the individual agreement, with the properties, characteristics, purposes and possible uses set out in the service description and the DOCUMENTATION. Representations in demo programs, product or project descriptions, including on the internet, expressly do not constitute descriptions of the owed condition of the product or service.
A.3.2 The customer may request a CHANGE to the services (Managed Services) provided by emax digital even after CONCLUSION OF THE AGREEMENT ("CHANGE REQUEST"), unless this is unreasonable for emax digital. The CHANGE REQUEST must be documented in writing. emax digital will then submit an offer to the customer (costs, schedule, effects on the remaining performance of services). If the customer accepts emax digital's offer, the CHANGE becomes part of the agreement; if the customer rejects emax digital's offer, the existing terms continue unchanged.
A.3.3 The customer may not request changes to the functional scope of the SOFTWARE itself by way of a CHANGE REQUEST. Notwithstanding this, such feature requests may be submitted by any USER. The inclusion of a feature request in the roadmap for further development of the SOFTWARE, and its implementation, are at emax digital's discretion. Customer-specific development work (custom development) requires a separate individual agreement between the parties.
A.3.4 emax digital is entitled to further develop the SOFTWARE technically and to add new functionalities (features). The functionality of the SOFTWARE agreed in the individual agreement shall not be restricted as a result. emax digital will support the customer in introducing new functionalities to a reasonable extent, insofar as this is necessary for their contractual use.
A.3.5 emax digital may offer the USER, at no additional cost, further functionalities of the SOFTWARE that are still under development (beta modules). Such modules will only be made available with the customer's prior consent and do not give rise to any ongoing claim by the customer to their use or availability. emax digital reserves the right to modify and/or disable beta modules at any time.
A.4 emax digital EMPLOYEES
A.4.1 The specific service obligations of emax digital arise from the individual agreement and, where applicable, its annexes.
A.4.2 emax digital undertakes to use only qualified and reliable EMPLOYEES to provide the services it owes. The selection and assignment of EMPLOYEES is generally at emax digital's discretion. The customer's notification obligations and rights of objection regarding the use of subcontractors, in particular under Art. 28(3) GDPR, remain unaffected. The provision of services, onboarding and task-related training of EMPLOYEES take place under the responsible direction of emax digital. EMPLOYEES are subject disciplinarily exclusively to the instructions of emax digital.
A.4.3 Technical supervision of the EMPLOYEES is the sole responsibility of emax digital.
A.4.4 The selection, assignment and replacement of emax digital's own personnel deployed are the sole responsibility of emax digital. The customer has no claim to the deployment or continued activity of specific individuals. emax digital may, at its reasonable discretion, take into account the customer's wishes regarding the replacement of individual personnel, but is not obligated to do so.
A.4.5 To the extent emax digital provides services on behalf of the customer within the scope of Amazon Marketing Cloud ("AMC"), emax digital shall ensure that only appropriately trained EMPLOYEES access the customer's AMC instance and that use of the AMC complies with Amazon's terms of use. The AMC platform itself is operated by, and is the responsibility of, Amazon.
A.5 Customer's Duties to Cooperate
A.5.1 The duties to cooperate specified in the individual agreement and, where applicable, its annexes and/or in these Terms are material duties to cooperate on the part of the customer, necessary for emax digital's performance of the agreement. If the customer fails to fulfil these duties as agreed, emax digital will not be able to properly render its services and may, after prior warning, terminate the affected individual agreement without notice. emax digital shall not be in default for as long as the customer fails to fulfil its duties to cooperate. Without prejudice to the foregoing provisions, the general duties to cooperate set out in Sections A.5.2 to A.5.7 shall apply.
A.5.2 INCIDENTS must be reported without delay by email to support@emax-digital.com or via the Contact Us form (https://app.emax-digital.com/help-pages/bug-report). A fault report should include: name and customer account/login, description of the INCIDENT, time of occurrence, reproducibility, impact, and screenshots where applicable. The customer shall support emax digital to the best of its ability in the analysis of the error.
A.5.3 The customer shall designate a person with legally binding signing authority and a technical point of contact (with authorization for SP-API/Ads-API/AMC approval), each with a deputy.
A.5.4 The customer is obligated to establish the SYSTEM REQUIREMENTS, to maintain them throughout the term of the agreement and, where applicable, to adjust them upon notice from emax digital, insofar as this is reasonable for the customer.
A.5.5 The customer is obligated to protect the software from access by unauthorized third parties by suitable measures. In particular, the customer is obligated to keep any access credentials provided to it confidential from unauthorized third parties and to store them securely against access by unauthorized third parties, so that misuse of the access credentials by third parties is impossible. The personal password must be changed at regular intervals, and immediately in the event of suspected compromise. Third parties who use the customer's internet connection or computer with the customer's knowledge and consent are not authorized to change the password. The customer is obligated to inform all USERS of the duties of care described above in relation to use of the SOFTWARE and to ensure, by suitable measures, that USERS comply with them.
A.5.6 If the customer or a USER culpably breaches the obligations imposed on it under Section A.5.5, the customer shall be obligated to cease any further breaches, to compensate emax digital for damage already incurred and still to be incurred, and to indemnify and hold emax digital harmless from third-party claims for damages and reimbursement of expenses caused by the breach. The indemnification obligation also includes the obligation to fully indemnify emax digital against costs of legal defense (court and attorney's fees, etc.). Other claims of emax digital, in particular to suspend the content and/or access of the affected USERS and to terminate the agreement for cause, remain unaffected.
A.5.7 When using beta modules, the customer is obligated to provide emax digital with feedback on errors and potential improvements.
A.6 Fees and Payment Terms
A.6.1 The amount of the fee is set out in the individual agreement. emax digital reserves the right to adjust the fee by up to 5% per annum as of 1 January of each year based on general cost developments. Changes will be communicated to the customer in text form at least six weeks before they take effect. The customer may request that emax digital reduce the fee if the customer can demonstrate that the relevant costs have decreased. In the event of an increase, the customer shall have a special right of termination effective as of the date the increase takes effect.
A.6.2 All prices are net prices plus applicable value added tax.
A.6.3 Due date of usage fees:
- Modules without an Amazon API connection (e.g. Market Insights): from PROVISION (first user access).
- Modules with an Amazon API connection: at the latest from successful API connection by the customer. If the connection is not established due to the customer's lack of cooperation, the fee shall become due from the point in time at which the connection would have been possible had the customer cooperated as required under the agreement.
A.6.4 Managed Services are generally invoiced monthly in arrears. For retainer arrangements, annual advance payment may also be agreed in the individual agreement.
A.6.5 Media budgets (in particular Amazon DSP) must be paid in full in advance. Amounts actually spent are continuously offset against the advance payment.
A.6.6 For self-service offerings, billing may be processed via a payment service provider. The subscription terms displayed during the order process take precedence over these Terms.
A.6.7 Invoices are payable within 14 days of receipt without deduction.
A.6.8 If the customer fails to meet its payment obligations on time, emax digital may, without prejudice to further claims for damages, charge the customer default damages in the amount of the statutory default interest. If the customer fails to meet its payment obligations despite a reminder setting a reasonable grace period, emax digital is entitled, without prejudice to the rights under sentence 1, to suspend work on all projects being carried out on the customer's behalf, to withdraw from the relevant agreement, and to invoice the customer for all costs incurred up to that point.
A.6.9 The customer is only entitled to set off claims to the extent that the underlying counterclaim has been finally established by a court or is undisputed. The customer's right of set-off is furthermore not excluded or restricted to the extent that the claims asserted for set-off are based on costs for remedying defects or completing performance. The exercise of a right of retention not based on a right arising from this contractual relationship is excluded.
A.7 Liability
A.7.1 With the exception of liability (a) under the German Product Liability Act (ProdHaftG); (b) for injury to life, body or health; (c) for intent or gross negligence; and/or (d) for breach of a guarantee as to quality, the liability of emax digital is limited or excluded as follows.
A.7.2 In cases of negligence, emax digital is liable only for breach of material contractual obligations, i.e. obligations the fulfilment of which is a precondition for the proper performance of the individual agreement including these Terms in the first place, and on the observance of which the customer may regularly rely. In such cases, emax digital's liability is limited to the foreseeable damage typical for this type of agreement.
A.7.3 Liability for defects in beta modules is excluded, unless a case under Section A.7.1 applies or emax digital has fraudulently concealed a defect.
A.7.4 For agreements for the provision of the software, the following applies: strict liability for defects that already existed on the day performance began (§ 536a(1) alt. 1 BGB) is excluded, unless the defect relates to an expressly warranted characteristic or quality, or emax digital has fraudulently concealed the defect.
A.7.5 Recommendations, analyses and other outputs of the AI assistant Emma, provided as part of the SOFTWARE, are non-binding, and emax digital does not warrant the factual accuracy, completeness, timeliness or usability of the outputs, unless expressly agreed otherwise. Liability of emax digital for damage incurred by the customer as a result of using or not using the outputs is excluded, subject to Sections A.7.1 and A.7.2.
A.7.6 Except in the cases referred to in Section A.7.1, claims shall become time-barred 12 months from the moment at which the customer became aware of the circumstances giving rise to liability, or would have become aware of them but for gross negligence. The customer shall be responsible for the knowledge, or grossly negligent lack of knowledge, of its USERS.
A.7.7 For damage arising from injury to body, life or health, from guarantees given, and for damage caused by gross negligence or intent, the statutory limitation periods apply.
A.7.8 The above liability provisions also apply to the personal liability of emax digital's employees, representatives and officers.
A.8 Confidentiality, Data Protection and IT/Cyber Security
A.8.1 The parties shall treat all information and documents disclosed to them by the other party, or which came to their knowledge in the course of the cooperation, and which are marked or declared as "confidential" ("Confidential Information"), as confidential during the business relationship and for two years after its termination. This shall not apply for as long as, and to the extent that, such information, documents and data
- were already known to the parties beforehand without any obligation of confidentiality, or
- are or become generally known through no fault of either party, or
- are lawfully disclosed to a party by a third party without breach of any confidentiality obligation, or have been released in writing for disclosure by the disclosing company, or
- must be disclosed pursuant to statutory or regulatory provisions or an unappealable court decision, provided the disclosing party promptly notifies the other party of this requirement and limits the scope of disclosure as far as possible.
A.8.2 Upon request, Confidential Information will be deleted or returned upon termination of the cooperation; deletion shall be confirmed in writing upon request.
A.8.3 If the parties have entered into a separate confidentiality agreement governing the treatment of Confidential Information, that agreement shall take precedence over the provisions of this Section A.8.
A.8.4 emax digital provides information on data processing online (https://www.emax-digital.com/en/privacy-policy).
A.8.5 To the extent emax digital processes personal data on behalf of the customer, the parties shall enter into a data processing agreement (DPA) pursuant to Art. 28 GDPR.
A.8.6 NIS-2/DORA/KRITIS: If the customer falls within the scope of the NIS-2 Directive or comparable requirements, it shall inform emax digital no later than at CONCLUSION OF THE AGREEMENT. Any supplementary requirements shall, where applicable, be agreed between the parties in the individual agreement; any additional effort resulting from this may be separately compensated.
A.9 Force Majeure, Restrictions on the Customer's Business Relationship with Amazon
A.9.1 In the event of unforeseeable, unavoidable events (e.g. operational disruptions, governmental intervention, strikes), the performance period shall be extended by a reasonable period, up to a maximum of eight weeks.
A.9.2 If the event continues beyond this extension, performance shall be deemed impossible.
A.9.3 Changes to the customer's business relationship with Amazon (in particular termination of the Vendor program, suspension of accounts or API access) do not constitute an event of force majeure in relation to emax digital and do not entitle the customer to terminate the agreement.
A.10 Miscellaneous Provisions
A.10.1 If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, Munich is agreed as the place of jurisdiction for all disputes arising in connection with the performance of this contractual relationship; this is without prejudice to emax digital's right to also bring an action before the court having jurisdiction over the customer's registered office.
A.10.2 German law applies exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) and the rules of private international law.
A.10.3 For customers based outside the EU, supplementary provisions (third-country transfers, SCCs, tax matters) may be agreed in a separate annex to the individual agreement.
A.10.4 The parties undertake to comply with all applicable laws and regulations in performing this agreement, in particular those relating to combating corruption and bribery, export control, and economic sanctions. Each party will promptly inform the other party if it becomes aware of a breach of the foregoing obligations. A material breach of this Section entitles the other party to terminate the affected individual agreement for cause.
A.10.5 These Terms and the provisions of the relevant individual agreement contain the entire agreement between the parties. The customer's own terms and conditions shall not become part of the agreement, even if emax digital does not expressly object to a standard reference to their applicability. Should individual provisions of these Terms be or become invalid or unenforceable, this shall not affect the remainder of the agreement.
A.10.6 Amendments and supplements to an individual agreement require written form or advanced electronic form within the meaning of Art. 26 of the eIDAS Regulation (e.g. AdobeSign or DocuSign). Statements by representatives are only binding in text form with the consent of management.
A.10.7 emax digital is entitled to amend or supplement these Terms with effect for the future. Amendments are only permissible to the extent that they (a) are necessary to adapt to changes in the law, case law or regulatory requirements; (b) serve to close subsequently arising gaps in the provisions; (c) are prompted by technical developments of the SOFTWARE or changes to the IT infrastructure and make it necessary to adapt the Terms to the changed technical state; or (d) are purely editorial or clarifying in nature, without changing the substantive content of the provisions. An amendment is excluded to the extent that it shifts the contractual balance between emax digital's services and the agreed remuneration to the customer's detriment, or restricts the principal obligations or material rights of the customer agreed in the individual agreement. emax digital will notify the customer of intended amendments in text form at least 15 days before they take effect and will draw the customer's attention to the changes and to its right of objection. The amendments shall be deemed approved if the customer does not object in text form within 15 days of receipt of the notification. In the amendment notice, emax digital will specifically draw the customer's attention to the significance of the 15-day period and the legal consequences of remaining silent. If the customer objects in time, the existing Terms shall continue to apply unchanged; the right of either party to terminate the affected individual agreement by ordinary notice remains unaffected.
A.10.8 Each party may make internal and sales-related use of the fact of the cooperation without the other's consent. Naming the customer by name in public materials (case studies, website, social media, etc.) of emax digital requires the customer's prior consent in text form.
A.10.9 Rights and obligations arising from individual agreements may only be transferred to third parties with emax digital's written consent. § 354a of the German Commercial Code (HGB) remains unaffected.
Part B – Provision of the SOFTWARE (SaaS)
B.1 Provision as Software-as-a-Service (SaaS)
B.1.1 emax digital grants the USER, for the term of the agreement, use of the SOFTWARE in its respective current version via the internet by way of a SaaS model. The granting of usage rights is governed by Part D.
B.1.2 emax digital provides the necessary IT infrastructure and the agreed storage space in the data center. The customer shall provide internet access and a suitable browser.
B.1.3 The customer receives the number of access rights specified in the individual agreement. USERS may not be competitors of emax digital or their employees.
B.1.4 The SOFTWARE accesses the following data sources:
- Data from the Amazon trading platform via the Amazon accounts connected by the customer (Vendor Central, Seller Central, Amazon Ads, AMC).
- Publicly accessible content from Amazon websites via commissioned third-party service providers (web scraping).
In the event of disruptions to data access, data may be missing or outdated. Content is visualized without verification of accuracy or completeness. emax digital is not responsible for decisions made by the USER on the basis thereof.
B.1.5 emax digital owes a best-efforts obligation to retrieve DATA within the scope of AVAILABILITY. emax digital assumes no responsibility for the reachability of destination addresses outside the emax digital network.
B.1.6 emax digital owes a best-efforts obligation to achieve high AVAILABILITY. A specific level of AVAILABILITY is not owed unless otherwise agreed in the individual agreement. Plannable MAINTENANCE WORK will be announced in good time.
B.1.7 emax digital is entitled to suspend accounts in the event of a reasonable suspicion of unlawful content, security-relevant risks, abusive use or breaches of the agreement, as well as in the event of a regulatory order. Where suspension is required due to a regulatory order or there is otherwise imminent danger, emax digital will inform the customer of the breach in advance and give it the opportunity to remedy the breach within a reasonable period. The customer will, notwithstanding this, be informed of the reason for and extent of any suspension, to the extent legally permissible.
B.2 Term and Termination
B.2.1 The agreement is concluded for a term of twelve (12) months from CONCLUSION OF THE AGREEMENT. The agreement is automatically extended by a further twelve (12) months each time, unless either party terminates the agreement giving three (3) months' notice to the end of the relevant term. Receipt of the notice of termination by the other party is decisive for compliance with the notice period.
B.2.2 The agreement may furthermore be terminated in writing by either party without notice for good cause.
B.2.3 Good cause exists for emax digital in particular in the following cases: default in payment of the agreed monthly fees for two consecutive due dates, or payment arrears totalling two monthly fees.
B.2.4 Good cause exists for both parties in particular in the following cases: insolvency, out-of-court settlement negotiations by a party with its creditors to avert insolvency proceedings, or continued material breach of duty despite a written warning setting a 30-day period to remedy the breach.
B.2.5 Termination requires text form.
B.2.6 If several modules are bundled in one individual agreement, termination shall, in case of doubt, apply to the entire individual agreement. Separately booked modules (see Section A.1.3) may be terminated separately.
B.2.7 Upon the agreement taking effect as terminated, emax digital is entitled and obligated to deactivate all access by the customer and USERS to the SOFTWARE and to disconnect existing API connections. This does not affect the customer's right to continue using, without time limitation and even after the end of the agreement, DATA that it has downloaded from the SOFTWARE during the term of the agreement in the form of lists, data sheets or comparable exports, in accordance with the agreement.
B.3 Maintenance and Further Development
B.3.1 emax digital warrants the contractually agreed condition of the SOFTWARE and that no third-party rights stand in the way of its contractual use. The provisions on retrievability under Section B.1.5 are governed by the law of service agreements (Dienstvertragsrecht).
B.3.2 emax digital will remedy any material or legal defects in the SOFTWARE within a reasonable period. The customer's duties to cooperate remain unaffected. If third parties assert claims that conflict with the contractual use of the software, the customer shall notify emax digital without delay. The customer hereby authorizes emax digital to conduct the dispute with the third party, in and out of court, on its own. emax digital is obligated to defend against such claims at its own expense and to indemnify the customer against all costs and damages associated with defending against the claims, insofar as these are not attributable to the customer's own breach of duty.
B.4 Granting of Rights by the Customer
B.4.1 The customer grants emax digital the non-transferable, non-exclusive right, limited in time to the term of the agreement, to reproduce the DATA on servers and in the form of backup copies, to the extent necessary for the purposes of performing the agreement.
B.4.2 The customer grants emax digital the non-transferable, worldwide, non-exclusive right, limited in time to the term of the agreement, to make the DATA accessible exclusively to authorized USERS.
B.5 AI Assistant Emma
B.5.1 emax digital provides USERS with the AI-powered assistant "Emma". Emma accesses exclusively data sources connected by the customer (SP-API, Amazon Ads, AMC, as well as public Amazon content via web scraping through third-party service providers).
B.5.2 Emma is based on large language models (LLMs) from various third-party providers. emax digital selects the models at its own discretion and may exchange, supplement or replace them. A change of model must not materially impair the contractually owed functionality and quality of the SOFTWARE (Section A.3.4). Multiple models may be used in parallel.
B.5.3 Emma may optionally conduct web research from publicly accessible sources. This function may be enabled or disabled by emax digital. emax digital selects the sources used with reasonable care customary in the trade. No warranty is given as to the completeness, timeliness or accuracy of this content.
B.5.4 Emma does not make autonomous decisions and does not carry out independent actions in customer systems. All outputs and recommendations are non-binding; the decision on implementation rests solely with the customer (see Section A.7.5).
B.5.5 Customer data is not used to train AI models, including by the third-party providers used. The processing of personal data is governed by the DPA and the privacy policy.
B.5.6 Emma is designed as a supporting analysis and recommendation tool. No fully automated decisions within the meaning of Art. 22 GDPR take place.
B.5.7 The customer is entitled to use and further process the outputs generated by Emma (e.g. analyses, recommendations, texts) in its own business operations. No further usage rights are granted to third parties in respect of the outputs. emax digital does not assert any rights of its own in the generated outputs, to the extent such rights arise.
Part C – Support Services and emax Managed Services
C.1 Subject Matter of Support Services
C.1.1 emax digital provides SUPPORT SERVICES for the respective current version of the SOFTWARE (in addition to the warranty).
C.1.2 SUPPORT SERVICES are provided in accordance with the latest proven technology. Customer-specific requirements are taken into account to the extent communicated and accepted by emax digital.
C.1.3 Further specifications (e.g. remote access) are set out in the service description of the individual agreement.
C.2 Services in the Event of Incidents
C.2.1 TECHNICAL ERRORS that are properly reported will be remedied by BUGFIXES.
C.2.2 emax digital will endeavor to resolve INCIDENTS as quickly as possible. In the event of significant impact, a workaround will be provided where possible. Improvement suggestions and incidents with minor impact will be taken into account as part of regular product development.
C.2.3 emax digital will keep the USER continuously informed of the status and success of the resolution.
C.2.4 The USER shall confirm the successful resolution of an INCIDENT without delay. If no confirmation is given within ten business days of the notification of resolution, confirmation shall be deemed to have been given by implication, provided emax digital points out the consequences and the USER does not assert a material defect within a further five business days. The ticket will then be closed.
C.3 emax Managed Services
C.3.1 emax digital shall render its services with care and in accordance with the state of the art applicable at the relevant time in the field covered by the relevant individual agreement, unless otherwise agreed.
C.3.2 emax digital only owes consulting services to the extent expressly commissioned.
C.3.3 emax digital determines the place and time of performance itself; timing and technical requirements from the individual agreement will be taken into account.
C.3.4 The customer does not acquire any rights to intellectual property of emax digital or third parties used by emax digital in rendering its services.
Part D – License Terms
D.1 Subject Matter of the License Terms
D.1.1 The subject matter of these license terms is the granting of usage rights to the SOFTWARE in the form current at CONCLUSION OF THE AGREEMENT, as well as to all further developments and BUGFIXES.
D.2 Scope of the Grant of Rights
D.2.1 Subject to full payment of the respectively agreed remuneration, the USER receives a simple, non-transferable, non-sublicensable right of use, for the term of the agreement, to use the SOFTWARE in its own business operations via a browser. Competitors of emax digital (and their employees) are excluded from use.
D.2.2 Content provided by the SOFTWARE (e.g. dashboards, lists, reports, Excel/CSV exports, images, screenshots) may be used internally and further processed in the customer's own business operations. Disclosure to third parties is only permitted within the scope of customary internal reporting within the corporate group or to directly involved external persons. Disclosure to competitors of emax digital is excluded.
D.2.3 The USER's statutory mandatory rights remain unaffected.
D.2.4 Beyond this, the USER is not entitled to reproduce or otherwise use the SOFTWARE.
D.2.5 Access rights may not be transferred, sold, leased or sublicensed to third parties.
D.2.6 In the event of breaches of the foregoing provisions, all usage rights shall become immediately invalid. emax digital is entitled to immediately suspend all of the customer's access, without the customer being entitled to any claim for damages in this respect.
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