End-User Access and Use Agreement

PLEASE READ CAREFULLY ACCESSING AND USING THE ZOXS CHECK APPLICATION:

This end user access agreement (the "Agreement") is a legal agreement between you ("you") and ZOXS GmbH whose registered address is Wesel, Nordrhein-Westfalen 46485 Germany (referred to herein as "(Sub-)Licensor" or "We" or "Us" or "Our").

As used herein the term "you" also applies to any legal entity or individual on whose behalf you are entering into this Agreement.

The software application provided in this Agreement as a mobile diagnostics solution, including the underlying application, any computer software and digital assets, the data supplied with it, the associated media, printed materials, purchase information (individually and together the "Application").

• COMPATIBILITY AND THIS AGREEMENT: THE APPLICATION MUST BE OPERATED ON A COMPATIBLE MOBILE, TELEPHONE OR HANDHELD DEVICE WITH THE APPROPRIATE SPECIFICATIONS (THE "DEVICE"). YOU SHOULD CHECK THAT YOUR DEVICE IS COMPATIBLE WITH THE FEATURES OF THE APPLICATION BEFORE YOU ACCCESS, DOWNLOAD AND/OR USE THE APPLICATION. BY CLICKING ON THE "I AGREE" BUTTON YOU AGREE TO THE TERMS OF THIS AGREEMENT.
• ELIGIBILITY: THE APPLICATION IS ONLY AVAILABLE FOR USE BY USERS WHO ARE OVER THE AGE OF 18. You agree to notify Us immediately of any unauthorised use of your account information or any other breach of security.

2. Use TERM
   • The "Use Term" shall begin on the date of your first access and/or use of the Application and shall last for the period of Application made available to you, such to our sole discretion
   • The Application may automatically deactivate and become non-operational at the end of the Use Term.

3. GRANT AND SCOPE OF LICENCE
   • The Application is provided to you for the Use Term only and not sold. In consideration of you agreeing to the terms of this Agreement, We and/or the Licensor hereby grants to you a revocable, non-exclusive, non-transferable usage right to use the Application during the Use Term subject to this Agreement. We reserve all other rights. You may receive and use any free supplementary software updates for the Application incorporating "patches" and corrections of errors as may be provided by us and/or the Licensor from time to time. You may install access and use the Application for your private or internal business purposes on any Device where you have the appropriate authorisation from the owner of the Device, or you are the owner of the Device.

4. INTELLECTUAL PROPERTY RIGHTS
   • All intellectual property rights in the Application throughout the world are owned by the Licensor, the rights in this Application are provided for temporary use only (not sold) to you, and you have no rights in, or to, the Application other than the right to use it in accordance with the terms of this Agreement. You have no right to have access to the Application in source code form or in unlocked coding from Us.

5. ACCEPTABLE USE AND COMPATIBILITY
   • The Application may not be free of bugs or errors.
   • In order for the Application to operate fully, the Device on which it is used may need to be connected to certain wireless and/or communication-based technologies. There may be delays, limitations and other problems inherent in the use of the internet and electronic communication. Licensor is not responsible for any delays, failures or other damage resulting from such problems.
   • The battery life of your Device may diminish more quickly when using the Application.
   • Use of the Application may result in loss of the information stored on your Device.
   • Internet transmissions are never completely private or secure. Any message or information you send using the Application may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
   • We may not be able to provide certain Features of the Application in relation to a particular Device in certain circumstances, including but not limited to where the Device is powered off, out of battery or out of GPS / cell tower range.
   • You agree to:
     • only operate the Application in a safe and secure environment.
     • not access the Application when operating a vehicle.
     • observe traffic laws at all times; and
     • not use the Application when operating heavy machinery or engage in any activity that poses a risk to the health and safety of you or others when operating the Application.
   • By using the Application, you consent to Us collecting and using anonymised information about the Device and related software, hardware and peripherals for services that are internet-based or wireless to improve Our products and to provide the Application to you.

6. Personal data

7.1.      You agree that we may collect user information regarding the use of the Application as needed for providing the Features and collect (anonymous) technical user data to enable error fixing, product development and other analysis.  Any personal data, if processed will only be processed in accordance with the privacy policy available at https://www.zoxs.de/datenschutz.html and the EU GDPR as applicable to you as an EU data subject.

7.2.      Please note that we generally do not seek to process any personal data in relation to the Application. As such we ask you to take all reasonable precautions to avoid (accidently) disclose any of your personal information when using the Application. Please read the instructions of the Application carefully before continuing.

7. LIABILITY
   • In the event that you are entering into this Agreement and using the Application for private business, we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
   • Our maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to one hundred euro (€100) for each claim. This does not apply to the types of loss set out in clause 13.5.
   • Nothing in this Agreement shall limit or exclude our liability for:
     • death or personal injury resulting from negligence.
     • fraud or fraudulent misrepresentation; and
     • any other liability which cannot be excluded or limited under relevant laws.
   • We are not responsible for:
     • unforeseeable losses, that is losses that could not have been contemplated by Us and you at the time of entering into this Agreement.
     • losses not caused by Our breach;
     • the actions or inactions of third parties including Our Partners.
     • any losses resulting from your failure to update the Application; or
     • failure to provide the Application or to meet Our obligations under this Agreement where such failure is due to events beyond Our control.
   • Where, pursuant to this clause 7, Our liability is excluded or limited, the latter shall also apply to the personal liability of our licensor(s), vendors, subcontractors, vicarious agents and third-party service providers, We do not warrant that the Application will be uninterrupted or error free.

8. TERMINATION
   • All licenses and/or usage and access rights granted to you in this Agreement depend on your or their continued compliance with this Agreement. We are entitled to immediately terminate all licenses and/or access if you or they do not comply with any term or condition of this Agreement, if due to such breach it cannot reasonably be expected from Us to continue the contractual relationship with you until the agreed end or until the expiry of a notice period.
   • With regard to free or free trial versions of the Application and notwithstanding any other provisions of this Agreement We reserve the right to suspend and/or terminate this Agreement and Your right to access and use the Application at any time, without notice and for any reason. You may terminate this Agreement at any time and for any reason by removing the Application from Your Device. We shall have no further responsibilities to you under this Agreement following its termination.
   • This Agreement shall terminate at the end of the Licence Term.

9. THIRD PARTY SOFTWARE
   • Certain portions of software code provided as a part of the Application may be subject to "open source" or "free software" licences ("Third Party Software"). The Third-Party Software is not subject to the terms and conditions of this Agreement. Instead, each item of Third-Party Software is licensed under the terms and conditions of the licence agreement that accompanies such Third-Party Software which may be set out in an appendix to this Agreement. Nothing in this Agreement limits your rights, or grants you rights that supersede the terms and conditions of, any applicable licence for the Third-Party Software, including any rights to copy, modify or distribute Third Party Software under the applicable licence.

10. EVENTS OUTSIDE THE LICENSOR'S CONTROL
    • The Licensor is released from the duty to perform any of its obligations under this Agreement in case such performance is impossible for the Licensor due to events outside Our reasonable control (Force Majeure Event).
    • The Licensor's performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and We will have an extension of time for performance for the duration of that period.

11. WAIVER
    • If We fail, at any time during the Licence Term, to insist upon strict performance of any of your obligations under this Agreement, or if We fail to exercise any of the rights or remedies to which We are entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

12. SEVERABILITY
    • If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid.

13. CONFIDENTIAL INFORMATION
    • The Application includes confidential information of the Licensor and all copyright; trademarks and all other intellectual property rights in and to the Application are and shall remain the sole and exclusive property of the Licensor. Nothing in this Agreement shall confer any rights in any trade name, business name or trademark of the Licensor on you. The provisions of this clause shall continue to operate after the termination of this Agreement.

14. ENTIRE AGREEMENT
    • This Agreement and any document expressly referred to in it constitute the whole agreement between Us and supersede any previous arrangement, understanding or agreement between Us, relating to the licensing of the Application.

15. LAW AND JURISDICTION
    • This Agreement, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Germany and submit to the exclusive jurisdiction of German courts.

In the event of a conflict between different translations of this Agreement the original English version will prevail.