Terms of Service (Nexigon Cloud)

"Account" means a user profile for accessing the Service.

"Organization" means a shared workspace within the Service.

"Customer Organization" means the Organization for which Business Enrollment has been completed by or on behalf of Customer.

"Authorized Accounts" means the Accounts that are members of the Customer Organization.

"Organization Administrators" means Authorized Accounts with privileges to manage the Customer Organization, as indicated in the Service.

"Customer Data" means data submitted to the Service in connection with the Customer Organization.

"Subscription" means Customer's right to access and use the Service for a specified period, as set out in an Order, subject to the terms and limitations of the applicable Subscription Plan.

"Subscription Plan" means a plan as set forth in Exhibit A (Subscription Plans), specifying the features, limits, Subscription Period, Billing Period, and other terms applicable to a Subscription.

"Subscription Period" means the recurring period for which a Subscription is concluded, as specified in the Subscription Plan.

"Billing Period" means the recurring interval for invoicing, as specified in the Order or the applicable Subscription Plan, which may differ from the Subscription Period.

"Order" means Customer's order for a Subscription, specifying the Subscription Plan and other commercial terms.

"Subscription Fee" means the recurring fee charged for the Subscription as specified in the Order.

"Usage Fees" means fees based on consumption of resources beyond those included in the Subscription, as measured by Supplier's systems.

"Charges" means all fees payable by Customer, including Subscription Fees and Usage Fees.

"Documentation" means the user guides, technical documentation, and other materials provided by Supplier describing the functionality and use of the Service.

"Business Day" means any day other than a Saturday, Sunday, or public holiday officially observed in the city of Frankfurt am Main, Germany.

"Affiliate" means an entity that controls, is controlled by, or is under common control with a Party, where "control" means the direct or indirect ownership of more than fifty percent (50%) of the voting securities or equivalent interests.

"Party" means either Supplier or Customer, and "Parties" means both collectively.

Unless explicitly stated otherwise, any reference to "writing" or "written" shall include email.

The ToS apply exclusively to the Service accessed through the Sites or as otherwise agreed in writing with Supplier. The ToS do not apply to any other services, products, or offerings negotiated or contracted directly with Silitics GmbH under separate agreements, including without limitation dedicated instances of Nexigon or other enterprise arrangements.

Customer's general terms and conditions of business shall not apply to the relationship between the Parties, even if Supplier did not expressly object to them. By entering into the Agreement and accessing the Service, Customer waives the application of any conflicting terms. Customer's terms shall only apply if expressly accepted by Supplier in writing.

The ToS become legally binding upon completion of the Business Enrollment process by or on behalf of Customer, forming a binding legal agreement ("Agreement") between Customer and Supplier. Business Enrollment includes providing business details and payment information through the Sites and may be completed for a new Organization or for an existing Organization governed by the ToU.

The individual completing Business Enrollment represents and warrants that:

Customer authorizes all Organization Administrators, including any existing at the time of Business Enrollment, to place Orders, manage Subscriptions, and act on behalf of Customer in connection with the Service. Customer is bound by all actions taken by its Organization Administrators.

Following Business Enrollment and prior to placing an Order, Customer may access the Service under Free Use as set forth in Section 5 (Free Use and Evaluation).

Prices, descriptions, and other information displayed on the Sites constitute an invitation to submit Orders and do not constitute binding offers by Supplier.

Organization Administrators may place Orders for Subscriptions through the Sites.

Supplier accepts an Order by:

Supplier reserves the right to reject any Order at its sole discretion. If an Order is rejected after payment has been processed, Supplier shall arrange for a full refund.

Upon acceptance of the Order, a binding contract for the provisioning of the Service ("Contract") is formed. The Contract consists of the ToS, the accepted Order, and any other documents expressly incorporated by reference therein.

Supplier may offer Customer access to the Service free of charge for evaluation purposes ("Free Use"). Free Use is provided as-is and may be modified or terminated at any time without notice. If a specific duration has been agreed, such duration shall be a maximum unless otherwise specified, and Supplier may terminate Free Use upon 30 days' prior notice.

Warranty and liability for Free Use are excluded except for intent and gross negligence.

Upon expiration or termination of Free Use, data submitted during the Free Use period may be deleted after a grace period of ten (10) days. Supplier is not liable for any resulting data loss.

Supplier may contact Customer during or after Free Use to gather feedback, discuss the Service, or present commercial offerings.

Customer agrees to pay all Charges accrued for the Service in accordance with the pricing and payment terms specified in the Order or as otherwise indicated on the Sites.

The Charges and any rates or fees are exclusive of value added tax (VAT) or any similar tax, levy, impost, duty, charge, or fee. Customer shall pay any such applicable sums in addition to the Charges or other payments at the rate and in the manner prescribed by law from time to time.

Customer shall provide complete and accurate billing information, including legal business name, address, tax identification number, and payment information. Customer shall promptly update such information if it changes.

Payment shall be made by the methods specified in the Order or during the checkout process. Supplier utilizes third-party payment processors. Customer authorizes Supplier and its payment processors to charge the designated payment method for all applicable Charges.

All Charges are non-refundable, except in the following circumstances:

To request a refund under Section 6.5, Customer must submit a claim within fifteen (15) days from the date of the charge in question, accompanied by documentation sufficient to substantiate the alleged billing error. Supplier's systems of record shall be authoritative for all billing matters.

Invoices are due within ten (10) days of the invoice date, unless otherwise specified.

If Customer fails to pay any Charges when due:

Prices are fixed for the duration of a Subscription Period. Supplier may notify Customer of price changes at any time. Price changes become effective at the start of the first Renewal Period that is at least six (6) weeks after the notice, or at a later date specified in the notice. If Customer does not terminate the Contract in accordance with Section 20.2 prior to the price change becoming effective, the price change shall be deemed accepted by Customer.

Upon formation of the Contract, Customer receives a Subscription as per the Order.

The initial term of the Contract is the Subscription Period specified in the Order. The Contract shall automatically renew for successive Subscription Periods of the same duration (each a "Renewal Period") unless terminated by either Party as per Section 20 (Term and Termination).

Customer agrees to pay the Subscription Fee in advance at the beginning of each Subscription Period.

Upgrades and downgrades of Subscriptions, including changes to Subscription Plans or device allocations, are subject to Supplier's discretion. Customer shall contact Supplier to discuss available options.

Customer agrees to pay Usage Fees as specified in the applicable Subscription Plan.

Usage Fees are billed in arrears and in accordance with the Billing Period as per the Subscription Plan.

Supplier's systems of record are authoritative for all usage measurement and billing matters.

The Service may allow Customer to configure usage limits ("Custom Limits"). Slight exceedance of Custom Limits may occur for technical reasons; Customer shall pay for such exceedance as Usage Fees. If Customer changes Custom Limits during a Billing Period, any usage already accrued shall be charged and such changes may not take immediate effect for technical reasons.

Customer shall:

Customer is responsible for its Authorized Accounts' compliance with the ToU and the ToS. Customer is responsible for all activities under the Customer Organization and liable for any breaches by Authorized Accounts as if committed by Customer itself.

Access credentials are personal to each Authorized Account and shall not be shared.

The Service and all related intellectual property rights are and remain the exclusive property of Supplier and its licensors. Nothing in the ToS or the Contract transfers any ownership rights.

Upon formation of the Agreement, Supplier grants to Customer a non-exclusive, non-transferable, limited license to access and use the Service in accordance with the ToS and any Contract. The license is solely for Customer's own internal business purposes; use of the Service with devices sold or provided by Customer to third parties is considered an internal business purpose, provided that such third parties do not directly access the Service. Customer shall not resell, sublicense, or redistribute the Service without Supplier's express permission.

By providing feedback regarding the Service, Customer grants Supplier a non-exclusive, perpetual, worldwide right to use such feedback to improve the Service without compensation.

Supplier may provide complementary open-source software components for use with the Service. Customer's use of such components is governed by the applicable open-source license, including any warranty disclaimers and liability limitations contained therein.

Supplier may carry out maintenance, updates, and other operational activities at any time without notice; such activities may cause minor disruptions. If planned activities are reasonably expected to cause significant disruption, Supplier shall endeavor to provide advance notice, but may perform such activities without prior notice where necessary to safeguard the Service.

Supplier may modify the Service at any time. Modifications that materially reduce the functionality included in Customer's Subscription Plan require three (3) months' prior written notice, effective as of the end of a Subscription Period. If Customer does not terminate the Contract in accordance with Section 20 (Term and Termination) within such notice period, the modifications shall be deemed accepted by Customer.

Supplier may offer certain features as "Preview". Preview features are provided as-is, may be modified or discontinued at any time, and may be transitioned to paid features without prior notice.

The Subscription includes support for issue resolution with the Service, provided through the channels specified on the Sites ("Support Services"). Response and resolution times are on a reasonable-efforts basis, unless otherwise specified in the Subscription Plan.

Additional services such as training, configuration, data migration, custom development, or integration services, are expressly beyond the scope of "Support Services" and may be provided under separate agreements (subject to availability and additional charges).

Supplier may suspend the provisioning of the Service, in whole or in part, with immediate effect, without prior notice, and without liability to Customer if:

During any period of suspension:

Supplier shall resume the Service as soon as practicable following resolution of the relevant issue.

Suspension shall not be deemed termination of the Contract.

Supplier warrants that it has the right to grant the licenses under the ToS and that Customer's use of the Service as permitted will not infringe any third-party intellectual property rights.

Supplier shall provide the Service with reasonable availability. Insignificant reductions in utility or minor deviations from the Subscription Plan do not constitute a defect. Specific availability commitments, if any, are set forth in the Subscription Plan.

In the event of a defect that materially impairs use of the Service, Supplier shall remedy the defect within a reasonable period. Supplier may, at its discretion, remedy defects by repair, workaround, or new version. Customer shall notify Supplier of defects without undue delay and provide reasonable assistance in identifying and resolving defects.

In the event of a material defect that is not remedied within a reasonable period, Customer may reduce the Subscription Fee proportionately for the duration of the impairment (§ 536 BGB). Usage Fees for consumed resources are not subject to reduction.

Strict liability for defects existing at contract conclusion (§ 536a Abs. 1 Alt. 1 BGB) is excluded. Fault-based liability remains unaffected as per Section 15 (Limitation of Liability).

Customer's right to remedy defects itself and to demand reimbursement of expenses (§ 536a Abs. 2 BGB) is excluded unless Supplier is in default with rectification or rectification has failed.

Customer may only terminate the Contract for failure to grant use (§ 543 Abs. 2 S. 1 Nr. 1 BGB) if Supplier has been given reasonable opportunity to remedy the defect and rectification has failed. The right to terminate for cause remains unaffected.

Claims for defects become time-barred twelve (12) months after the start of the statutory limitation period, unless fraudulently concealed. This does not apply to claims for injury to life, body, or health, or from intent or gross negligence.

The Service is a complex IT solution subject to continuous development that cannot be guaranteed to operate uninterrupted or error-free. Modifications, interruptions for maintenance, or transient errors do not constitute defects.

Supplier is fully liable for damages caused by intent or gross negligence, for injury to life, body, or health, and under mandatory product liability.

For slight negligence, Supplier is only liable for breach of essential contractual obligations whose fulfillment is necessary to receive the contractual benefit. In such cases, liability is limited to foreseeable, typically occurring damage.

Except for claims arising under Section 15.1, Supplier's aggregate liability arising out of or in connection with the ToS or the Contract shall not exceed twelve (12) months of Subscription Fees.

To the extent permitted by law, liability is excluded for:

Customer retains ownership of Customer Data. User Data submitted by Authorized Accounts to the Service in connection with the Customer Organization constitutes Customer Data. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data, and for ensuring it does not infringe any third-party rights.

Customer grants Supplier a non-exclusive, worldwide, royalty-free license to use, process, store, and display Customer Data as necessary to provide, improve, and support the Service. Supplier may use Customer Data to generate aggregated, anonymized statistics that do not identify Customer.

The Service is designed for machine data, telemetry, and device logs. Personal data of Authorized Accounts is handled pursuant to the ToU. Customer shall not submit personal data of third parties or regulated data (e.g., health, financial, minors) unless Customer has obtained all necessary consents and entered into appropriate data processing arrangements with Supplier.

The Service does not replace proper backup and archival systems. Customer is responsible for maintaining independent backups of Customer Data.

Supplier may delete Customer Data that is or is reasonably believed to be illegal, infringing, or in violation of the ToS. Supplier is not liable for any resulting data loss.

Upon termination of the Contract, Customer has ten (10) days to export Customer Data. After this period, Supplier shall delete all Customer Data unless retention is required by law or to fulfill outstanding legal obligations (e.g., billing, usage records). Supplier is not liable for deletion in accordance with this clause.

The Parties acknowledge that they are separate and independent data controllers regarding Customer's and Authorized Accounts' registration, billing information, and contact data. Each Party shall implement appropriate technical and organizational measures to protect such data in accordance with applicable data protection laws.

Customer acknowledges that the Service is designed exclusively for the processing of non-personal machine and telemetry data. Customer shall not use the Service to store, process, or transmit personal data (as defined by Article 4 of the General Data Protection Regulation) of third parties, employees, or end users within the Service's data payloads, unless:

If Customer requires the processing of personal data within the Service, Customer must contact Supplier to discuss appropriate arrangements, which may include the purchase of a dedicated instance of Nexigon or execution of a DPA.

If personal data is submitted to the Service in connection with the Customer Organization in violation of Section 17.2, Customer shall indemnify and hold Supplier harmless from any resulting third-party claims, regulatory fines, or other liabilities. Supplier reserves the right to delete such data or suspend the Service.

Customer agrees to indemnify and hold Supplier harmless from and against any and all damages, costs, losses, liabilities, demands, and expenses (including legal fees) arising from Customer's culpable conduct in connection with:

Supplier agrees to indemnify and hold Customer harmless from and against any and all damages, costs, losses, liabilities, demands, and expenses (including legal fees) arising from Supplier's culpable conduct in connection with:

Subject to Section 15 (Limitation of Liability), Supplier's aggregate liability under the indemnities in Section 18.2 shall not exceed an amount equal to twice the total Charges paid by Customer during the twelve (12) months preceding the event giving rise to the indemnity claim.

To benefit from any indemnity under this Section 18 (Indemnification), the indemnified Party must:

If Supplier determines that the Service is or is likely to be subject to an infringement claim, Supplier may, at its sole discretion and expense:

Supplier may identify Customer as a user of the Service, including by using Customer's name and logo, in marketing materials. Customer may object to such use at any time by written notice to Supplier, whereupon Supplier shall remove the reference within a reasonable period.

The Contract remains in effect for the duration of the Subscription Period and any Renewal Periods. The Agreement terminates automatically upon termination of the Contract. If no Contract is in effect, either Party may terminate the Agreement at any time without notice, subject to any agreed Free Use period as per Section 5 (Free Use and Evaluation).

Termination of the Contract for Convenience:

Termination of the Contract for Cause:

Effects of Termination: Upon termination of the Contract:

Provisions that by their nature should survive termination shall survive.

Supplier may freely assign or transfer the Agreement, the Contract, or any of its rights or obligations hereunder without Customer's consent upon ten (10) days' notice.

Customer may not assign its rights or obligations under the Contract without Supplier's prior written consent. Any attempted assignment without such consent shall be null and void.

Notwithstanding the foregoing, either Party may assign the Contract without the other Party's consent:

The Agreement and any Contract, together with documents expressly incorporated by reference, constitute the entire agreement between the Parties and supersede all prior agreements and discussions relating to their subject matter.

Supplier may modify the ToS at any time. If a Contract is in effect, Supplier shall provide at least three (3) months' notice; modifications become effective at the end of the then-current Subscription Period. If no Contract is in effect, modifications become effective with ten (10) days' prior notice. If Customer does not terminate in accordance with Section 20 (Term and Termination) within the notice period, the modifications are deemed accepted. Supplier shall explicitly inform Customer of the right to object and the consequences of silence in the notification.

The ToS and the Contract shall be governed exclusively by the laws of the Federal Republic of Germany, without giving effect to conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

If Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the ToS shall be the competent courts in Frankfurt am Main, Germany. Supplier retains the right to bring proceedings in the courts of Customer's place of residence or any other court of competent jurisdiction.

If any provision of the ToS is held invalid or unenforceable, the Parties shall agree on a provision that most closely reflects the intent and purpose of the invalid provision. The remainder shall continue in full force and effect as modified by such adjustment.

Failure to enforce any provision of the ToS shall not constitute a waiver thereof. Any waiver shall be effective only if in writing and signed by Supplier.

Neither Party shall be liable for delays or failures resulting from events beyond its reasonable control ("Force Majeure"), including acts of God, war, terrorism, civil unrest, government action, labor disputes, fire, flood, epidemic, pandemic, or failure of telecommunications or internet services, provided that the affected Party provides prompt notice and uses reasonable efforts to mitigate the effects. If a Force Majeure event continues for more than sixty (60) days, either Party may terminate the Contract without liability.

Nothing in the ToS shall create a partnership, joint venture, agency, or employment relationship between the Parties.

Notices to Customer may be made via email to Organization Administrators or by posting on the Sites. Notices to Supplier must be sent to legal@silitics.com.