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General Terms and Conditions for Cognigy License Agreements
1 Definitions "Concurrent Sessions" means the number of simultaneous calls
“Agreement” means an Order Form, these General Terms and (which take place at the same time) that the Cognigy Voice Gateway
Conditions (“Conditions”), Exhibit A and any other Exhibit, schedule, Managed Service can handle.
addendum or amendment to the foregoing, whether attached or “Conversation” means a Session with one (1) User on a Channel on
incorporated by reference. one (1) calendar day with a maximum of 50 User Inputs per
“Billing Period” means the period for which Conversations have been Conversation.
pre-purchased and invoiced. “Fees” means the Fees (Service Fees, Overage Fees and Support
“Cognigy.AI” means the Cognigy Conversational AI platform product. Fees) determined in the Order Form in connection with e.g. the number
of Conversations carried out per Billing Period or other measurement
“Cognigy.AI Dedicated Package“ means a license to operate one (1) units.
Cognigy AI installation on one (1) cluster (Kubernetes) with all
microservices needed to run Cognigy.AI in unlimited scaling. There is “Included Concurrent Voice Gateway Sessions” means the number
no limit to the number of conversational agents, projects or flows, but of simultaneous calls (which take place at the same time) that are
limited to the Committed Conversations imposed by the Agreement. included in the Cognigy Voice Gateway Managed Service under this
Additional limitations may be imposed by the Agreement. The license Agreement. Surplus sessions will be charged as Overage Concurrent
includes Standard Support. Voice Gateway Sessions up to the number of Maximum Concurrent
Voice Gateway Sessions, after which additional sessions will be
“Cognigy.AI Dedicated (non-production)“ means a license to rejected.
operate one (1) Cognigy AI installation on one (1) cluster (Kubernetes)
with all microservices needed to run Cognigy.AI in unlimited scaling for “Included Speech-to-Text (STT) Minutes” means the number of
non-production environments, meaning environments which are either minutes for which the Cognigy Voice Gateway Managed Service can
a development, testing or failover environment. Conversations are not convert speech audio to text via the described Cloud Service (e.g.
counted on non-production installations. The license includes Standard provided by Microsoft Azure or Google Cloud, hereinafter “Cloud
Support. Service Provider”). If the number of Included Speech-to-Text (STT)
Minutes is exceeded in a given calendar month, additional and
“Cognigy.AI Dedicated Setup” means installing Cognigy.AI on a corresponding quantities of Included Speech-to-Text (STT) Minutes in
dedicated infrastructure, either provided by Licensee, Licensor or a units of 60,000 Included Speech-to-Text (STT) Minutes each are
third party. payable by Licensee. With regard to Licensee’s rights and obligations
“Cognigy.AI SaaS Service” means a multi-Tenant instance of the respective Cloud Service Provider’s general terms and conditions
Cognigy.AI, hosted and maintained by Licensor. The service includes apply.
Standard Support. “Included Text-to-Speech (TTS) Characters” means the number of
“Cognigy.AI SaaS Package“ means access for the Licensee to one characters for which the Cognigy Voice Gateway Managed Service can
(1) Tenant on the Cognigy.AI SaaS Service, which includes an convert text to speech audio via the described Cloud Service (e.g.
unlimited number of users, projects and virtual agents, but limited to provided by Microsoft Azure or Google Cloud, hereinafter “Cloud
the Committed Conversations imposed by the Agreement. Additional Service Provider”). If the number of Included Text-to-Speech (TTS)
limitations may be imposed by the Agreement. Characters is exceeded in a given calendar month, additional and
corresponding quantities of Included Text-to-Speech (TTS) Characters
“Cognigy.AI SaaS Setup” means provisioning access to the in units of 10,000,000 Included Text-to-Speech (TTS) each are payable
Cognigy.AI SaaS Service for Licensee. by Licensee. With regard to Licensee’s rights and obligations the
“Cognigy.AI Private Cloud SaaS Service” means a single-Tenant respective Cloud Service Provider’s general terms and conditions
instance of Cognigy.AI, hosted and maintained by Licensor and apply.
dedicated to the exclusive use of Licensee. The service includes “Licensor” shall be defined as Cognigy GmbH, Düsseldorf, Germany.
Standard Support. “Maximum Concurrent Voice Gateway Sessions Capacity” means
“Cognigy.AI Private Cloud SaaS Package“ means access for the the maximum number of simultaneous calls the Cognigy Voice
Licensee to a Cognigy.AI Private Cloud SaaS Service, which includes Gateway Managed Service licensed under this Agreement can handle.
an unlimited number of users, projects and virtual agents, but limited to
the Committed Conversations imposed by the Agreement. Additional “Order Form” shall mean Cognigy’s standard form, entered into
limitations may be imposed by the Agreement. between the parties, which incorporates these Conditions, including
“Cognigy.AI Private Cloud SaaS Setup” means provisioning the special conditions for ordering the Cognigy Products or any other
private cloud environments and providing access to the Cognigy.AI document approved and accepted by Cognigy for any such purpose.
Private Cloud SaaS Service to Licensee. “Overage Concurrent Voice Gateway Sessions” are calculated on a
daily basis as the number of simultaneous calls above the Included
„Cognigy Voice Gateway Managed Service” means the provision
Concurrent Voice Gateway Sessions and are charged as per the
and operation of a Cognigy Voice Gateway to connect Cognigy.AI with Overage Concurrent Voice Gateway Session price.
phone lines and contact center solutions. A description of the managed
“Overage Conversations” means Conversations which fall outside
service can be found at http://www.cognigy.com/vgmanagedservice. the Committed Conversations. (e.g. if 150,000 Committed
“Cognigy Product” is used for all provisions that apply to both Conversations are purchased for a given Billing Period, but 170,000
“Dedicated Product” and “SaaS-Service”. Conversations are processed by the installation in the given Billing
“Committed Conversations” means the total number of Period, 20,000 Conversations would be Overage Conversations).
Conversations which are included in the purchased license per Billing „Permitted Usage” means the management of the current and future
Period (e.g. 12 times the Committed Monthly Conversations for an conversational artificial intelligences of Licensee, which may only be
annual license). The Committed Conversations can be used freely used for the direct business of licensee and no third party.
within the Billing Period. Unused Conversations are not carried over to “Platform Fee” includes access to Standard Support and Cognigy’s
the subsequent Billing Period but expire. customer success program.
“Committed Monthly Conversations” means the number of “SaaS-Service” means the Cognigy.AI SaaS Service, Cognigy.AI
Conversations which are included in the purchased license per month. Private Cloud SaaS Service or Cognigy Voice Gateway Managed
“Dedicated Product” means Cognigy.AI or any future Cognigy Service or any future Cognigy Product provided to Licensee as
Product (not SaaS) provided to Licensee, which may be installed on a “Software as a Service” (SaaS) including any future Upgrades and
dedicated infrastructure, either provided by Licensee or a third party Patches, as those terms are defined in Section 6 of the Conditions, that
including any future Upgrades and Patches (as those terms are defined Licensee may receive in accordance with the terms of the Agreement.
in Section 6 of the Conditions), that Licensee may receive in With regard to the Cognigy.AI SaaS Service and Cognigy.AI Private
accordance with the terms of the Agreement. Cloud SaaS Service the Service Level Terms defined in Exhibit B
“Channel” means a way of interacting with a virtual agent, represented apply.
in Cognigy.AI as an Endpoint Resource (e.g. Webchat, Facebook “Session” means a virtual agent session, tracked by a session ID on
Messenger, REST or Voice Gateway, etc). the Cognigy Products.
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„Solution Architect Services“ means the delivery of 8 hours of and without violation of any confidentiality restriction contained
consulting services by a senior Cognigy solution architect, for example herein; or (e) is approved by the Disclosing Party for disclosure
to help with configuration of a Cognigy Product. Travel cost is invoiced without restriction, in a written document executed by a duly
separately. authorized officer of the Disclosing Party. Recipient shall hold the
“Standard Support”, „Extended Support“ and “Premium Support” Confidential Information received from the Disclosing Party in strict
are Support Options for Cognigy.AI Products and defined in Exhibit A. confidence and shall not, directly or indirectly, disclose it, except
as expressly permitted herein. Recipient shall promptly notify the
“Tenant” is a group of Users of Licensee, who share a common Disclosing Party upon learning of any misappropriation or misuse
access with specific privileges to the Cognigy.AI SaaS Service and of Confidential Information disclosed hereunder. Notwithstanding
Cognigy.AI Private Cloud SaaS Service. the foregoing, Recipient shall be permitted to disclose Confidential
“User” means a unique user, tracked by a user ID on the Cognigy Information pursuant to a judicial or governmental order, provided
Product. that Recipient provides the Disclosing Party reasonable prior
“User Input” is defined as a message (text and/or data) received by notice, and assistance, to contest such order.
Cognigy.AI from a User or system. 2.4 Restrictions on Use:
2 License Grant: Except as expressly authorized by Licensor in writing, Licensee
Subject to proper payment of the agreed Fees and subject to the terms shall not copy, in whole or in part, the Cognigy Products or
of the respective Order Form, Licensor (i) provides Licensee the SaaS- documentation, or modify, disassemble, decompress, reverse
Service or (ii) grants Licensee a non-exclusive, non-transferable, non- compile, reverse assemble, reverse engineer, access Cognigy.AI
sub-licensable license for the duration of the Agreement (as defined in containers or translate any portion of the Cognigy Products, or
the Order Form), to use the Dedicated Product in supported attempt to obtain the source code for the Cognigy Products.
configurations as described in the documentation, in compliance with
all applicable law, exclusively for the Permitted Usage, subject to the Licensee shall not rent, lease, lend, distribute or license the
Agreement. Except as expressly authorized by the Agreement, no Cognigy Products, or create Derivative Works of the Cognigy
other entity or person, including any other present or future subsidiary Products. Licensee may not process PCI (i.e. Payment Card
or affiliate of Licensee or any entity or person owning any interest in Industry) relevant data by using Cognigy Products.
Licensee at present or in the future, shall have any right to use the 2.5 Derivative Works:
Cognigy Product under the Agreement “Derivative Works” as used herein means any software program
2.1 License Key: (whether in source code or object code), and all copies thereof,
Licensee will be provided a License Key (Dedicated Product) or developed by or on behalf of Licensee based on or derived from
login details (SaaS-Service) that give Licensee access to the any part of the Cognigy Products, including without limitation any
Cognigy Products. revision, modification, enhancement, translation (including
compilation or recapitulation by computer), abridgment,
2.2 Ownership of data and Intellectual Property Rights: condensation, expansion, or any other form in which the Cognigy
Licensee shall own all right, title and interest in and to “Licensee Products may be recast, transformed or adapted, and that, if
Data”. “Licensee Data” includes non-public data provided by prepared without Licensor's authorization, would constitute a
Licensee to Licensor to enable the provision of the SaaS-Services. patent, copyright or trade secret infringement of the Cognigy
Ownership of the Cognigy Products, and all worldwide rights, title Products, or would otherwise constitute an unauthorized use of
and interest in and to the Intellectual Property associated with the Licensor’s Confidential Information. In the event any such
Cognigy Products shall remain solely and exclusively with Licensor Derivative Works are created, Licensor shall own all right, title, and
or if applicable with third parties that license modules included with interest in and to such Derivative Works. If, under the operation of
the Cognigy Products or some of Cognigy Products. Licensee shall local law or otherwise, Licensee or such third party comes to have
retain intact all applicable Licensor copyright, patent and/or any rights associated with such Derivative Works, Licensee hereby
trademark notices on and in all copies of the Cognigy Products. All and shall automatically assign all such rights to Licensor for no
rights, title, and interest in Cognigy Products not expressly granted additional consideration. For avoidance of doubt, Licensor shall
to Licensee in the Agreement are reserved by Licensor. claim no intellectual property interest or legal interest of any kind in
“Intellectual Property” as used in these Conditions means any and any code created by Licensee to facilitate its authorized use of the
all patents, copyrights, trademarks, service marks and trade Cognigy Products so long as the creation of such code does not
names (registered and unregistered), trade secrets, know-how, constitute a Derivative Work or violate any other provision of these
inventions, licenses and all other proprietary rights throughout the Conditions. For the avoidance of doubt, any code that Licensee
world related to the authorship, origin, design, utility, process, creates exclusively for its own use that relies on an Application
manufacture, programming, functionality and operation of Cognigy Programming Interface (API) published by Licensor or code that
Products and its Derivative Works. extends, expands or modifies the functionality of the Cognigy
Licensee is obliged to integrate the notice "powered by Cognigy.AI" Products, regardless of the fact that the code depends on files that
on each of his web chats in a clearly visible manner. With regard Licensor wrote, shall be the exclusive intellectual property of the
to „Cognigy Voice Gateway Managed Service”, this only applies if Licensee; Licensor shall retain all legal interest in its API, but shall
"Webchat Widget" is also licensed from Cognigy at the same time. claim no legal interest in any such code.
2.3 Confidential Information: 2.6 Third Party Use and Rights:
The term “Confidential Information” shall include any information, Licensee may authorize third parties to assist Licensee in the
whether tangible or intangible, including, but not limited to, management, editing, and hosting of content created by use of the
techniques, discoveries, inventions, ideas, processes, software (in Cognigy Products, provided that: (1) such activities are within the
source or object code form), designs, technology, technical scope of the activities Licensee is itself authorized to perform under
specifications, flow charts, procedures, formulas, concepts, any the Agreement; (2) such third party’s acts are primarily for the direct
financial data, and all business and marketing plans and or indirect benefit of Licensee; and (3) such third parties are not
information, in each case which is maintained in confidence by the charged a fee by Licensee for such activities. Licensee is
disclosing party (“Disclosing Party”) and disclosed to the other prohibited from using the Cognigy Products as an Application
party (“Recipient”) hereunder. The failure by the Disclosing Party Software Provider or in any time-sharing or other commercial
to designate any tangible or intangible information as Confidential arrangement of any kind that makes the Cognigy Products
Information shall not give Recipient the right to treat such available to third parties primarily for the third party’s own uses.
information as free from the restrictions imposed by these Except as expressly stated herein, no third party has any rights
Conditions if the circumstances would lead a reasonable person to under the Agreement. Licensee is fully liable for any unauthorized
believe that such information is Confidential Information. use of the Cognigy Products by third parties caused by any acts or
Confidential Information does not include information which omissions of Licensee.
Recipient documents (a) is now, or hereafter becomes, through no
act or failure to act on the part of Recipient, generally known or 3 Warranties:
available to the public; (b) was rightfully in Recipient’s possession 3.1 Licensor’s Warranty:
prior to disclosure by the Disclosing Party; (c) becomes rightfully Licensor warrants that the Cognigy Products provided to Licensee
known to Recipient, without restriction, from a source other than will work according to the documentation listed at
the Disclosing Party and without any breach of duty to the https://www.cognigy.com/productdescription during the Term (as
Disclosing Party; (d) is developed independently by Recipient that term is defined in Section 7.1 below and in the Order Form).
without use of or reference to any of the Confidential Information The Cognigy Products shall be deemed to be free of any defect in
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quality, if the Cognigy Products (including Upgrades and Patches be, infringing, Licensor will have the option, at its expense, to: (i) modify
provided according to Section 6 below), comply with the such Cognigy Products to be non-infringing; (ii) obtain for Licensee a
description of functions in the documentation (Agreed Quality). In license to continue using such Cognigy Products; or (iii) if Licensor
the event any such Cognigy Products do not operate according to determines in its reasonable discretion that the Cognigy Products may
the documentation, Licensee will provide notice of such defects as neither be so modified using reasonable efforts nor so licensed on
incidents without delay and Licensor shall resolve the defect of the reasonable terms, terminate Licensee’s license for the infringing
Cognigy Products or to provide a workaround. Other warranty Cognigy Products. This paragraph states Licensor’s entire liability and
services are explicitly excluded. Licensee’s exclusive remedy for intellectual property right infringement.
Licensee shall, at no extra charge, assist Licensor to a reasonable
extent in the detection and correction of defects of the Cognigy 5 Limitation of Liability:
Products. In particular, Licensee shall provide Licensor with a 5.1 Should Licensor be obliged to pay compensatory damages or
sufficient description of the reported defect and describe the reimburse expenses, Licensor shall be subject to unlimited liability
respective circumstances under which the reported defect arose. only:
3.2 Virus/Malicious Code: - for loss or damage to the extent arising out of the
Licensor and Licensee warrant that they will use generally infringement of life, limb or health based on intentional or
accepted virus and malicious code detection software programs to negligent breach of duties by Licensor or an intentional or
test any electronic files, including electronic communications, prior negligent breach of duties by a statutory representative or
to any delivery or upon receiving such communications and that vicarious agent of Licensor; and
the parties will continue to take such steps with respect to - for other loss or damage, to the extent such damage is
exchanging electronic files and communications pursuant to the based on the intentional or grossly negligent breach of a
Agreement. In the event either party detects any computer virus or duty by Licensor or its statutory representatives or vicarious
malicious code it shall immediately notify the other party and where agents.
possible shall promptly provide revised replacement files.
5.2 For loss or damage based on a breach of duty involving slight
negligence by Licensor or its legal representatives, officers or
3.3 Licensee’s Warranty:
agents for whom Licensor is vicariously liable, Licensor shall be
The following applies to Licensees of SaaS-Services only: liable for compensation of damage or expenses only in those cases
Licensee represents, covenants, and warrants that Licensee will where a material duty is breached that is of particular importance
use the SaaS-Services only in compliance with the Agreement and for achieving the purpose of the Agreement, as the case may be.
all applicable laws and regulations. Licensee hereby agrees to Liability for breach of a material contractual duty involving slight
indemnify and hold harmless Licensor against any damages, negligence shall be limited to the typical, foreseeable losses and
losses, liabilities, settlements and expenses (including without damages, as of the Effective Date. The parties agree that
limitation costs and reasonable attorneys’ fees) in connection with Licensor’ s liability as described in this paragraph 5.2 of this
any claim or action that arises from an alleged violation of the Section 5 based on a breach of duty involving slight negligence will
foregoing or otherwise from Licensee’s use of SaaS-Services. be limited to a total of EUR 10.000 or as indicated on the Order
Although Licensor has no obligation to monitor Licensee’s use of Form.
the Services, Licensor may do so and may prohibit any use of the
5.3 The limitations on liability agreed in paragraph 5.2 of this Section 5
Services it believes may be (or alleged to be) in violation of the
shall also apply for the benefit of Licensor's statutory
foregoing.
representatives and vicarious agents.
Licensee shall be responsible for obtaining and maintaining any 5.4 The limitations of liability stipulated in paragraph 5.2 of this Section
equipment and ancillary services needed to connect to, access or 5 shall not apply to losses and damages:
otherwise use the SaaS-Services, including, without limitation, - based upon a defect in quality or title fraudulently concealed
modems, hardware, servers, software, operating systems, by Licensor; or
networking, web servers and the like (collectively, “Equipment”).
- based upon the violation of an explicit guarantee made by
Licensee shall also be responsible for maintaining the security of
Licensor for the respective quality.
the Equipment, Licensee account, passwords (including but not
limited to administrative and user passwords) and files, and for all 5.5 Any further liability of Licensor for compensatory damages
uses of Licensee account or the Equipment with or without pursuant to the Product Liability Act shall remain unaffected by the
Licensee’s knowledge or consent. limitations on liability agreed herein.
4 Indemnity for Third Party Intellectual Property Claims: 6 Upgrades and Patches of Cognigy Products:
If any third-party claim based upon alleged infringement of an “Patch” as used in the Agreement means a specific, targeted fix to a
intellectual property right is asserted against Licensee by virtue of discrete problem in the use or functionality of the Cognigy Products that
Licensee’s use of the Cognigy Products, Licensor will indemnify Licensor in its sole discretion defines to constitute a “Patch” and may
Licensee in investigation of such claims and in defense of such claims from time to time provide to Licensee. “Upgrade” as used in the
or in settlement thereof, which shall include payment of any costs and Agreement means a new version of some or all of the Cognigy
damages finally awarded by the relevant court or agreed upon in Products, or an improvement in the use or functionality of the Cognigy
settlement, provided that Licensor shall have received from Licensee Products more substantial than a Patch, that Licensor in its sole
prompt notice of said claim after the assertion thereof, and further discretion defines to constitute an “Upgrade” and may from time to time
provided that Licensor shall have the exclusive right, if it so chooses, provide to Licensees. Licensee expressly acknowledges that Upgrades
to control and direct the investigation and the defense or the settlement and Patches may change functionality of the Cognigy Products and
of such claim and further provided that Licensor shall receive, at no integration with other systems and may not work with some or all of the
charge to Licensor, reasonable cooperation and assistance from Cognigy Products modules or be backward compatible with earlier
Licensee in defending or settling the claim. Notwithstanding the versions of Cognigy Products. Installation of Patches and Upgrades is
foregoing, Licensor shall have no obligation or liability for any claim of the choice and responsibility of Licensee. SaaS-Services: On major
infringement arising out of or in connection with: (i) use of a superseded releases, which are not backwards compatible Licensor shall give
version of the Cognigy Products or associated documentation if the Licensee parallel access to a new major version installation. The
infringement would have been avoided by the use of a current version Licensee may then migrate their Virtual Agents. Dedicated Product: On
release of such Cognigy Products or documentation; (ii) the major release which are not backwards compatible Licensor shall give
combination, operation or use of the Cognigy Products with any Licensee a second Dedicated Product license for the new version and
software, hardware or other materials not furnished by Licensor if the Licensee may set up a parallel installation for migration purposes.
infringement would have been avoided by not combining, operating or Alternatively, Licensee may use Licensor’s SaaS environment for
using such Cognigy Products with such other software, hardware or migration.
other materials; (iii) any modification of the Cognigy Products not
expressly authorized or instructed by Licensor; or (iv) any breach by To the extent that operation of the Cognigy Products is affected by
Licensee of the Agreement, if the infringement would have been problems in standard software, including, but not limited to, Node.JS,
avoided by Licensee not breaching the Agreement. Licensee may MongoDB, RabbitMQ and ReactJS, then Licensee shall install updates
participate at its own expense using counsel of its choice in the defense to such standard software per Licensor’s specifications in order to
or settlement of claims that Licensor is obligated to defend or settle resolve these issues. Licensor has no control over such standard
hereunder. In the event the Cognigy Products is held by a court of software and cannot assure that problems with such standard software
competent jurisdiction to be, or is reasonably believed by Licensor to will be corrected, or that such corrections will be made in a timely
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manner. For the avoidance of doubt, the then-current standard agreement between the parties regarding the subject matter hereof and
software required for use of the Cognigy Products as set forth in the supersedes all prior or contemporaneous agreements, understandings and
documentation is generally not affected by Upgrades or Patches, and communications, whether written or oral, and furthermore may be amended
to the extent it is affected, the instructions for the installation of the only by a written document signed by both parties. Any term or condition
applicable Upgrade or Patch will note such changes. not specifically authorized by these Conditions or the Agreement concluded
hereunder, which are included in any Licensee invoice, Order Form or other
Under the Agreement Licensor shall support any minor version (e.g. document rendered pursuant to the Agreement is of no force or effect
4.x) for 18 months after it was declared by Licensor to be superseded unless the specific term or condition has been previously agreed to by the
(i.e. version 4.1, 4.2 and so on will be supported for 18 months periods parties in writing in a separate agreement. No action by Licensor (including,
after a newer minor or major version has been released). without limitation, receipt of payment of any such invoice, or acceptance of
7 Term and Termination: any purchase order, in whole or in part) shall be construed as making any
such term or condition binding on Licensor.
7.1 Term:
The Agreement commences on first day of the period agreed in the 12 License Reports and Audit:
Order Form and remains in effect for the period agreed in the Order The following applies to Licensees of Dedicated Products only:
Form (“Term”). The Agreement shall thereafter automatically Licensee shall configure their Dedicated Products in a way to automatically
renew for the same term unless one of the parties terminates the report licensing relevant information (e.g. Conversation counts) to Licensor.
Agreement at least 60 calendar days prior to the end of the term. This information shall be anonymized and not include any customer data.
If such automatic transmission of Conversation counts is not possible,
In addition to any other remedies it may have, either party may also Licensee shall maintain accurate records of its use (including any
terminate the Agreement upon thirty (30) days’ notice, if the other discontinued use) of the Cognigy Products and shall provide these records
party materially breaches any of the terms or conditions of the to Licensor unrequested monthly. If the records are not timely produced, or
Agreement and does not cure such breach within thirty (30) days if Licensor has reasonable grounds to question their accuracy, Licensor
after receipt of written notice of such breach from the non- may engage, at its expense, an independent auditor to audit Licensee’s
breaching party. In the event of termination in accordance with this use of the Cognigy Products. The auditor shall not interfere unreasonably
section or for cause by Licensee, Licensor will refund any Fees with Licensee’s normal business operations, but Licensee shall reasonably
pre-paid by Licensee, pro-rated for the remainder of Licensee’s cooperate with efforts to conduct the audit, including providing the auditor,
Term after the effective date of termination. in a timely fashion, all relevant information regarding its use of the Cognigy
Products. If such audit determines any unauthorized use of the Cognigy
The right to terminate for cause remains unaffected. Products, Licensor shall invoice Licensee (i) for all such unauthorized use
in accordance with Licensor’s then-current retail prices, computed from the
Termination must always be in writing. date the excess usage commenced. If this invoice exceeds 5% of
previously paid license fees, Licensee shall pay the expense of the audit.
7.2 Effect Upon Termination: Licensee shall pay all invoices authorized by this section within 30 days
from receipt.
Upon termination of the Agreement, for any reason, the license
granted under the Agreement will also terminate, and Licensee 13 Data Protection:
shall immediately cease all use of the Cognigy Products provided Both parties ensure compliance with all applicable laws on data protection
to Licensee under the Agreement and delete all copies of the and privacy, including the European Union General Data Protection
Cognigy Products including Documentation in its possession or Regulation (Regulation (EU) 2016/679) and applicable national laws, in
control. Upon Licensor’s request Licensee shall then certify that each case as amended from time to time and including succeeding legal
such use has ceased and that the Cognigy Products have been instruments. Licensor entrust only employees with the handling of personal
erased, destroyed or otherwise made inoperable by any user in the data (in the meaning of Article 4 no. 1 GDPR, “Personal Data”) who have
future. Further, upon termination of the Agreement, those been trained to comply with data protection and privacy regulations and are
provisions of the Conditions which by their nature are intended to bound to keeping data secret. If and to the extent Licensor collects, stores,
survive, including without limitation Sections 2.2 (Intellectual processes or otherwise uses or gets access to personal data of employees,
Property Rights), 2.31.3 (Confidential Information), 0 (Term and applicants, consumers, customers or business partners on behalf of
Termination), and 8 (Payment Terms and Offsetting), will survive Licensee, the parties shall conclude an agreement on data processing on
termination of the Agreement. behalf of Licensee. In case an agreement on data processing is concluded
between the Parties, the provisions set out in this data processing
8 Payment Terms and Offsetting:
agreement shall prevail the Conditions.
Except as otherwise expressly agreed, all fees and charges are due and
payable within thirty (30) calendar days of receipt of Cognigy’s invoice. 14 Insurance:
Should the date of receipt of the respective invoice be uncertain, invoice Licensor shall maintain adequate insurance cover with a reputable insurer
amounts shall be due and payable within thirty (30) calendar days from in relation to Licensor’s risks under the Agreement. Licensor shall at
delivery of the respective Cognigy Products. Unless otherwise indicated, Licensee’s request from time to time furnish such evidence as Licensee
all fees quoted by Cognigy or set forth in the Agreement are in Euros may reasonably request to demonstrate that such insurance cover has
excluding VAT. Licensee may offset counterclaims against claims of been maintained in force with such insurer, including copies of any policy
Cognigy only if such counterclaims are undisputed or have been confirmed documentation by Licensor.
by a final and conclusive court judgment.
15 Publicity:
9 Severability:
Licensor is allowed to use Licensee’s or any of its affiliate’s, division’s or
If any provision of these Conditions, or the Agreement concluded brand’s name or logo or refer to any of them directly or indirectly in any
hereunder, is adjudicated to be unenforceable, such provision shall be media release, public announcement including any promotional or
deemed changed and interpreted to accomplish the objectives of such marketing materials, web sites, customer lists, referral lists or business
provision to the greatest extent possible under applicable law and the presentations without the prior written consent of Licensee.
remaining provisions shall continue in full force and effect.
16 Governing Law:
10 Assignment:
These Conditions, and the Agreement concluded hereunder, will be
Licensee may not assign the Agreement. Licensor may assign the governed by and interpreted in accordance with the laws of the Federal
Agreement to a successor (whether by merger, a sale of all or a significant Republic of Germany, with the exception of the Laws of Conflicts. The U.N.
portion of its assets, a sale of a controlling interest of its capital stock, or Convention on Contracts for the International Sale of Goods are also
otherwise) or affiliate that agrees to assume Licensor’s obligations hereby made expressly inapplicable.
thereunder. Any assignment or transfer in violation of this Section 10 shall
be void and of no force or effect. 17 Place of Jurisdiction:
The exclusive place of jurisdiction for any and all disputes under and in
connection with these Conditions and under and in connection with the
11 Entire Agreement:
Agreement concluded hereunder shall be the courts of the registered office
These Conditions, the Agreement concluded hereunder, and any the Licensor.
attachment that is expressly incorporated therein, constitutes the entire
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EXHIBIT A
COGNIGY SUPPORT PROGRAM TERMS
Licensor shall provide the following Support to Licensee for the licensed Cognigy.AI Products:
Support Access: Licensor provides a ticketing system to support Licensor’s customers. The support system is operated by a skilled Licensor technical
team with product expertise. Support Tickets can be opened 24x7.
Support Tickets. Incidents and questions should be reported through the Cognigy user interface as documented here: https://docs.cognigy.com/docs/get-
help-report-problems
Where applicable, tickets should include the following resources:
• Description of the issue and steps to reproduce
• Error message
• Screenshot of the Cognigy console
• Package export of the flow and its dependencies
• Copy or screenshot of log files
Licensee will work with Company support personnel during the investigation of Support Tickets, as reasonably needed and in a timely manner. Company
does not require and Licensee shall not provide access to any personally identifiable information for purposes of the Agreement.
Cognigy Help Center: Licensor’s Help Center is a collection of tutorials and articles and includes an active online community of Licensor’s Users. This
forum offers a wealth of shared experiences among the many Cognigy certified developers worldwide, with fresh and historical insight available 24x7.
Access via https://support.cognigy.com
Documentation Library: Licensor’s online documentation includes technical and user documentation and API reference documents. The documentation
covers a range of Licensor’s topics, API details, troubleshooting techniques, relevant conceptual articles, tutorials, external integration examples and
more.
(Optional) Cognigy Extended Support Program
Extended Support includes Standard Support from 9am to 6pm CET between Monday and Friday, with access to Licensor’s phone support only in
emergencies which impact the operation of the system in a significant way with a guaranteed response time of 2 hours or less.
(Optional) Cognigy Premium Support Program
Premium Support includes Standard Support 24 hours per day, 7 days per week with access to Licensor’s phone support
only in emergencies which impact the operation of the system in a significant way with a guaranteed response time of 1 hour or less.
Severity Levels and Target Response Times
Licensor shall categorize Support Tickets based on Licensee’s characterization of the Severity Level. Licensee will characterize the Severity Level
based on the business impact of the incident or question to Licensee using the Severity Levels described in Table 1 below. If Licensor disagrees with
Licensee’s characterization of the Severity Level, Licensor will notify Licensee and the parties will act in good faith to establish a Severity Level.
Licensor shall provide an update on the investigation, resolution or escalation of the Support Ticket within the response times set out in Table 1 based
on the Severity of the Support Ticket.
Table 1 - Severity Levels and Target Response Times
Target Response Times
Severity
Criteria
Level Standard Extended Premium
Support Support Support
Critical Meets all of the following criteria: 1 Business Day 2 hours 1 Hour
Impacts production endpoint environment; and (Issues must be (Issues must be (Issues must be
Involves a continuous or near continuous bot reported via reported via reported via
outage, or a performance issue that severely email) email and email and
inhibits usage of bots; and followed up via followed up via
No workaround available. telephone) telephone)
High Meets all of the following criteria: 2 Business Days 1 Business Day 2 hours
Impacts production flow authoring environment; (Issues must be
and reported via
email and
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Involves a continuous or near continuous outage, followed up via
or an issue that severely inhibits the ability of bot telephone)
developers to edit flows; and
No workaround available.
Medium Meets one of the following criteria: 3 Business Days 1 Business Day 1 Business Day
In production environment, causes intermittent
impact and does not critically affect business
operations; or
In production environment, impact of the problem
is alleviated by the availability of a workaround; or
In non-production environment, causes
immediate impact on development activity, such
as affecting upcoming project plans, or preventing
the development team from working on the
project.
Low Meets one of the following criteria: 5 Business Days 2 Business Days 2 Business Days
In production environment, causes minor or no
impact on business operations; or
In non-production environment, causes moderate
or minor impact on development activity.
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EXHIBIT B
COGNIGY SERVICE LEVEL TERMS
(only applicable to the Cognigy.AI SaaS Service and Cognigy.AI Private Cloud SaaS Service (both a “Service”))
The infrastructure of the Service is designed for normal use as defined below.
Normal Use:
The following service levels/availability are only valid for "Normal Use". "Normal Use” is a use of the Service for up to 10 received User Inputs per
second. Any usage in excess of Normal Use can lead to a severe degradation of service quality.
Restrictions on availability due to application errors (incorrectly configured flows, custom modules, custom code, externally connected systems, etc.)
and use in excess of Normal Use are excluded from the availability control and are not considered downtime, as these are the
responsibility/responsibility of Licensee.
Availability (The general accessibility of the cloud systems providing the Service to Licensee):
The availability of the Service in Normal Use (see above) may not be less than 99.9% p.a. on working days (Monday to Friday on weekdays) between
8 am and 8 pm (CET) (=high availability times) and 99.5% p.a. in the remaining time on a 7x24x365 basis. When calculating operating and downtimes
and thus availability, planned maintenance times, maintenance requested by Licensee and all downtime resulting from an interruption of third-party
affiliates or utilities (e.g. Microsoft Azure) or for any other reason outside Licensor's sphere of responsibility, are excluded. If the server response
times are consistently exceeded (defined in the " Definition Performance" section) in a contiguous period of 30 minutes of more than a factor of 2, the
services are considered unavailable (i.e. the measured response time must be at least twice as long as agreed for the entire 30 minutes). The formal
commencement of non-availability ("standstill") shall begin from the date on which Licensor is aware of the non-availability, at the latest with notification
by e-mail (support@cognigy.com) or telephone by Licensee, and ends, as soon as the Licensor has notified the removal of non-availability by email
to Licensee’s Support Email.
Definition Performance (The speed of server response times and interface availability):
The maximum server response time (ping against admin console) must not exceed two seconds. Response times less than one second should be
the rule.
Definition of Reaction Rime (The period during which Licensor must react in the event of a standstill):
Licensor will endeavor to start remediating any standstill immediately after it becomes aware of it.
Definition Recovery Time (The time period within which a standstill must be fixed):
The recovery time is 2 hours from the start of the standstill during high availability times and 4 hours outside of high availability times.
Definition of maintenance windows and downtimes (i.e. the time for how long the cloud system can be switched off for maintenance and with how
much lead time downtimes must be announced):
Planned Maintenance windows and other scheduled downtimes may be performed no more than once a month for two hours and with an
announcement via email address with a lead of at least one week at times outside of high availability times.
Maintenance work, which is necessary due to unpredictable external circumstances in order to maintain the operational safety of the agreed service,
can also be carried out outside the above-case maintenance windows. The announcement will be made immediately by e-mail to Licensee’s Support
Email.
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