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End User License Agreement (EULA)

emproof GmbH | Version 1.0 | March 23, 2026

2. Scope, Order of Precedence of Contractual Documents

2.1   This End User License Agreement ("EULA") shall apply to all consulting, configuration, implementation, provisioning, operation, hosting, and support services provided by emproof GmbH, Hattinger Strasse 44, 44789 Bochum, Germany ("emproof") in connection with the software solutions offered by emproof ("Services"). The Services offered by emproof include, in particular, software solutions provided as an On-Premise solution or as an internet-based SaaS solution for the respectively agreed term ("Emproof Software Solution").

2.2   This EULA governs the legal relationship between emproof and the Customer. This EULA and the service offerings of emproof are directed exclusively at (i) entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), (ii) legal entities under public law, and (iii) special funds under public law. Consumers within the meaning of Section 13 BGB are excluded from these terms. The offerings and services of emproof may only be used for commercial, business, or independent professional purposes.

2.3   The Customer's general terms and conditions shall not apply in connection with the provision of services by emproof, even if emproof does not expressly object to them. General terms and conditions of the Customer shall not become part of the Agreement even if emproof commences performance without objecting to any general terms and conditions referenced by the Customer.

2.4   The following order of precedence shall apply to the individual contractual documents (collectively, the "Agreement"):

  • the Order Form;
  • the Service Specification;
  • the confidentiality agreement (if agreed);
  • the data processing agreement (if agreed); and
  • this EULA.

2.5   In the event of conflicts or inconsistencies, documents listed higher in the order of precedence shall prevail over those listed lower. For documents listed at the same level, the more recent document shall prevail over the older document.

3. Service Description, Engagement

3.1   emproof shall provide the Emproof Software Solution described in the Order Form and Service Specification in the agreed deployment model (SaaS or On-Premise).

3.2   emproof shall only be obligated to provide additional services beyond the provision of the Emproof Software Solution in the agreed deployment model to the extent expressly agreed. Such additional services shall be rendered as professional services unless expressly agreed otherwise.

3.3   The characteristics and functionality of the Services to be provided by emproof shall be determined by the proposal signed by the Customer from emproof ("Order Form") and the documents referenced therein, including the Service Specification and this EULA. emproof shall not be obligated to provide services or features not expressly specified.

3.4   The engagement for the provision of the Emproof Software Solution in the agreed deployment model and of other Services shall be effected through the Order Form.

3.5   Service offerings presented on any websites of emproof for the provision of the Emproof Software Solution and the rendering of other Services do not constitute legally binding offers.

4. Provision, Operation and Support of the Emproof Software Solution

4.1   Delivery of the Emproof Software Solution shall be deemed completed:

  • for a deployment in a cloud environment provided by emproof (SaaS deployment model): upon emproof providing the Customer with web-based access to the Emproof Software Solution including any necessary access credentials;
  • for an On-Premise deployment (On-Premise deployment model): upon emproof transmitting to the Customer the access credentials for the download area and, to the extent required for the specific Emproof Software Solution, the license key.

4.2   The time of delivery of the Emproof Software Solution shall be as set forth in the Order Form. Unless expressly agreed otherwise, delivery shall occur within a reasonable period.

4.3   Installation and implementation services shall only be provided by emproof to the extent expressly agreed in the Order Form or Service Specification (applicable to the On-Premise deployment model).

4.4   New versions of the Emproof Software Solution (e.g., updates, patches, hotfixes) shall be made available to the Customer for download to the extent the Emproof Software Solution is operated on infrastructure provided by the Customer (applicable to the On-Premise deployment model). To the extent the Emproof Software Solution is operated in a cloud environment provided by emproof, any new versions shall be deployed by emproof.

4.5   emproof shall only be obligated to provide support services for the versions of the respective Emproof Software Solution listed in the Service Specification.

4.6   Support hours, the average availability of the Emproof Software Solution to the extent hosted by emproof (applicable to the SaaS deployment model), and other service levels shall be as set forth in the agreed Service Specification.

4.7   System notifications and information from emproof relating to the operation, hosting, or support of the Emproof Software Solution by emproof may be made available within the Emproof Software Solution as well as transmitted to the Customer in electronic form.

4.8   emproof shall be entitled at any time to further develop, restrict, or reduce the functionalities of the Emproof Software Solution ("Changes"). emproof shall notify the Customer of Changes with reasonable advance notice. Changes shall be communicated to the Customer by email, within the Emproof Software Solution, or through any other communication channel chosen by emproof. If a Change renders the Emproof Software Solution unusable or usable only with material limitations for the contractually agreed or intended purposes, the Customer shall have a special right of termination. A limitation shall be deemed material if the Emproof Software Solution is no longer suitable for the purposes of the Customer that were recognizably the basis of the Agreement for emproof. The Customer must exercise the special right of termination within one (1) month of becoming aware of the planned Change by written notice or email to emproof. The Agreement shall terminate on the date the Change takes effect, but no earlier than upon receipt of the termination notice by emproof. The special termination shall not become effective if emproof refrains from implementing the Change.

5. Place and Time of Performance

5.1   To the extent the Emproof Software Solution is operated on infrastructure provided by emproof (applicable to the SaaS deployment model), the place of performance for the provision of the Emproof Software Solution shall be the location of the servers through which the Emproof Software Solution is operated. In all other respects, emproof shall render the contractual Services at the registered office of emproof unless expressly agreed otherwise.

5.2   To the extent dates for implementation or completion are agreed, such dates shall only be binding on emproof if they are expressly designated in writing as binding. Otherwise, such dates shall serve as planning estimates for emproof.

6. Intellectual Property, License Rights

6.1 Ownership, Customer Data

6.1.1   emproof shall remain the owner of all intellectual property rights in and to the Emproof Software Solution and the results of other Services. All intellectual property rights associated with, embodied in, or resulting therefrom ("New IP Rights") shall vest exclusively in emproof. This shall also apply where such New IP Rights are based on suggestions, specifications, feedback, requirements, ideas, contributions, comments, or other input from the Customer, users, or third parties.

6.1.2   Customer data processed through the Emproof Software Solution shall not constitute New IP Rights ("Customer Data"). Customer Data includes in particular software artifacts provided by the Customer such as binary files, configuration files, source code files, customer-specific mapping files, and cryptographic keys. Unless expressly agreed otherwise in writing on an exceptional basis, all rights in and to such Customer Data shall vest exclusively in the Customer as between the Customer and emproof.

6.1.3   Under no circumstances shall the Customer receive exclusive rights of use in Pre-Existing Components. "Pre-Existing Components" means, in addition to the Emproof Software Solution, all components of software developments or other work products that emproof or a third party developed before and/or independently of the Agreement. emproof or the relevant third party shall remain the sole owner of the Pre-Existing Components.

6.2 License for the Emproof Software Solution

6.2.1   emproof hereby grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Emproof Software Solution and related developments by emproof for the Customer's own internal business purposes for the term of the Agreement in the agreed deployment model. Further specifications shall be as set forth in the agreed Order Form and Service Specification. The Customer shall comply with the agreed license scope, which may provide for limited use of the license with respect to authorized users and/or areas of use of the Emproof Software Solution. The right of use shall arise upon payment of the first fee due.

6.2.2   Reproduction of the Emproof Software Solution shall only be permitted to the extent necessary for the agreed use. All other rights, in particular the right to distribute, including rental, modification, and making publicly available the Emproof Software Solution, shall remain exclusively with emproof.

6.2.3   To the extent the Customer operates the Emproof Software Solution on its own infrastructure (applicable to the On-Premise deployment model), the Customer may create necessary backup copies of the Emproof Software Solution operated on its own infrastructure. If the backup copy is made on a portable storage medium (e.g., external hard drive, DVD, etc.), the storage medium shall be labeled as a backup copy and marked with a copyright notice to the extent technically feasible.

6.2.4   Decompilation and any acts aimed at reconstructing the various stages of creation of the Emproof Software Solution, including reverse engineering and any modifications, shall only be permitted in cases mandatorily required under Section 69e of the German Copyright Act (UrhG) or under other applicable national laws pursuing a comparable protective purpose. If third parties are engaged to perform such acts, the Customer must, prior to their engagement, provide emproof with a written declaration from the respective third party committing directly to emproof to comply with the provisions of this Section 6.2.

6.2.5   In the event the agreed license scope is exceeded, emproof shall be entitled to demand additional compensation in accordance with the provisions of the Order Form. If the respective Order Form does not provide for compensation in cases of exceeding the license scope granted therein, emproof may demand additional compensation proportional to the license fee agreed between the Parties relative to the agreed license scope. Further claims for damages shall remain unaffected.

6.2.6   The Customer shall not alter, remove, or take any actions that suppress the display of copyright notices, copy protection or comparable protection mechanisms, serial numbers, or other identifiers of the Emproof Software Solution.

6.2.7   Unless expressly agreed otherwise in the Agreement, the Customer shall not be permitted to:

  • copy, translate, disassemble, decompile, reverse engineer, or otherwise modify the Emproof Software Solution in whole or in part, or create derivative works thereof;
  • use the Emproof Software Solution in a manner that violates applicable law, in particular the transmission of information and data that is unlawful or infringes third-party intellectual property rights;
  • compromise or circumvent the operation or security of the Emproof Software Solution;
  • use devices, equipment, software, or data, or take measures of any kind that result or could result in changes to the physical or logical structure of the Emproof Software Solution, systems or services of emproof, or the networks of its upstream suppliers.

6.2.8   If emproof provides the Customer with a newer version of the Emproof Software Solution (e.g., updates, patches, hotfixes), the Customer shall be granted the same rights of use as in the previous version unless expressly agreed otherwise. The right of use with respect to the older version shall expire once the Customer is able to use the newer version. In the case of the On-Premise deployment model, the right of use with respect to the older version shall expire once the Customer installs the new version.

6.2.9   The Customer shall be liable for the conduct of users to whom it has granted access to the Emproof Software Solution as if such conduct were its own.

6.3 Results of Other Services

6.3.1   With respect to other results of emproof Services, the Customer shall receive a non-exclusive, perpetual right to use such results for its own internal business purposes unless expressly agreed otherwise.

6.4 Analytics Data

6.4.1   emproof may, subject to the conditions set forth in this section, create anonymized analyses using aggregated data that is (in part) derived from information arising from the Customer's and users' use of the Emproof Software Solution ("Analyses"). The data shall be anonymized and aggregated for the Analyses such that identification of individual companies or natural persons is excluded. The analytics data shall be used for product improvements, resource optimization, support enhancements, product performance improvements, security and data integrity reviews, benchmarking, and creation of new products. The Analyses and the anonymization process shall, to the extent personal data is involved, be carried out in compliance with the provisions of the General Data Protection Regulation (GDPR).

6.4.2   SaaS Deployment Model: Where the Emproof Software Solution is operated in the cloud environment provided by emproof (SaaS deployment model), the collection and processing of analytics data as described in Section 6.4.1 above shall form part of the contractually agreed service provision.

6.4.3   On-Premise Deployment Model: Where the Emproof Software Solution is operated on infrastructure provided by the Customer (On-Premise deployment model), the Customer may deactivate the collection and transmission of analytics data to emproof. emproof shall communicate details regarding the deactivation option through a communication channel chosen by emproof. The Customer may also inquire with emproof at any time about how to use the deactivation option.

7. Restriction of Use of the Emproof Software Solution

7.1   emproof shall be entitled to restrict, in whole or in part, and/or to temporarily or permanently block or prohibit the use of the Emproof Software Solution, regardless of whether it is operated in the cloud environment provided by emproof or On-Premise at the Customer's site, if:

  • the Customer or a person within its area of responsibility materially breaches contractual provisions;
  • the security, integrity, or functionality of the Emproof Software Solution, Customer Data, or system infrastructure is immediately threatened; and/or
  • mandatory statutory requirements or governmental/judicial orders require such action.

7.2   The nature and extent of measures under Section 7.1 shall be determined by the respective deployment model of the Emproof Software Solution (cloud or On-Premise) and shall be limited to the extent necessary. In the SaaS deployment model, the restriction of use may be implemented directly through the cloud environment provided by emproof. In the On-Premise deployment model, the restriction of use may be implemented through technical protection mechanisms, such as a license file controlling the validity period of the granted usage rights. emproof reserves the right to specify the detailed design of such technical mechanisms by way of an update to this EULA pursuant to Section 19.1.

7.3   emproof shall notify the Customer in advance of any restriction of use, to the extent legally and technically possible and reasonable, and shall grant the Customer an opportunity to respond.

7.4   To the extent the Customer is responsible for the circumstance giving rise to a measure under Section 7.1, the Customer shall bear any costs incurred for reactivation of the Emproof Software Solution.

8. Fees and Billing

8.1 License Fees

8.1.1   The specific contract term, billing interval, and amount of the recurring fees shall be as set forth in the respective Order Form. Unless otherwise provided in the Order Form, the recurring fees shall be invoiced annually in advance.

8.1.2   The first billing interval shall commence on the date of delivery of the Emproof Software Solution; subsequent billing intervals shall follow without interruption.

8.2 Fees for Other Services

8.2.1   If additional Services are engaged, billing shall generally be rendered partly in advance and partly upon completion of the services, unless the Parties agree otherwise. For Services billed exclusively on a time-and-materials basis, billing shall occur monthly in arrears.

8.2.2   Prices stated for other Services shall be non-binding cost estimates unless fixed prices are expressly agreed. Fixed prices shall only be binding to the extent the assumptions agreed between the Parties are met.

8.3 Price Adjustments

8.3.1   emproof shall be entitled to adjust the recurring fees and other compensation rates in accordance with the following principles:

8.3.2   emproof may adjust compensation rates with a notice period of two (2) months, effective as of the beginning of the calendar year, by written adjustment notice or email to the Customer to a reasonable extent to compensate for cost increases and functional enhancements.

8.3.3   An adjustment of the compensation rates shall, in case of doubt, be deemed reasonable if the then-current agreed compensation rates are increased by no more than 5.00%.

8.3.4   If the adjustment is not reasonable, the Customer shall have a right to object. If the Customer does not exercise the right to object in writing within one (1) month of receipt of the adjustment notice, the new compensation rates shall be deemed agreed. If the Customer exercises the right to object in a timely manner, emproof shall have the right to terminate the Agreement within one (1) month of receipt of the objection.

8.4 Billing Terms

8.4.1   All prices quoted by emproof or set forth in the Agreement are denominated in Euros (EUR) and exclusive of value-added tax (VAT). To the extent a VAT obligation exists, the applicable statutory VAT rate at the time of invoicing shall be added to the stated net price.

8.4.2   All fees shall be due and payable within fourteen (14) days of the invoice date. Upon expiration of the payment period, the Customer shall be in default. emproof may, from the date of default, claim default interest at the then-applicable statutory default interest rate. At the time of preparation of this EULA, the default interest rate is 9 percentage points above the respective base rate.

8.4.3   The Customer may only set off against undisputed or legally established claims and may only assert a right of retention based on undisputed or legally established claims.

8.4.4   Any wire transfer fees, bank charges, or other payment-related costs incurred in connection with the payment of fees shall be borne by the Customer and shall not be assumed by emproof. This shall also apply to fees resulting from international payment instructions, intermediary banks, or the selection of specific payment methods.

8.4.5   If, after execution of the Agreement, circumstances become apparent that materially impair the Customer's creditworthiness or give rise to justified doubts regarding the Customer's ability and/or willingness to perform, or if the Customer culpably defaults on payment, emproof shall be entitled, regardless of any payment terms, to demand advance payment of all outstanding amounts for the remaining contract term. If the Customer fails to comply with such demand within a reasonable period set by emproof, emproof may declare all outstanding claims immediately due and payable and/or suspend performance until advance payment is made.

9. Customer Cooperation Obligations

9.1   The Customer's general cooperation obligations are set forth below. Additional cooperation obligations may arise from the Order Form, the Service Specification, and individual agreements between emproof and the Customer.

9.2   The Customer shall cooperate to the extent necessary for the fulfillment of the contractual obligations at no charge, including by providing personnel, IT systems, and telecommunications facilities as may be required. The Customer shall provide emproof with all information, data, content, and documents necessary for the performance of the Services.

9.3   The Customer shall inform itself and remain informed about the material functional features of the Emproof Software Solution as well as its technical requirements (e.g., hardware requirements, operating systems, supported browser versions, interfaces).

9.4   The Customer shall be responsible for ensuring that its IT systems meet the technical requirements and are kept up to date.

9.5   The Customer shall be solely responsible for its IT infrastructure, including its installation and operation. The Customer shall bear all costs required for the installation and operation of its IT infrastructure.

9.6   The Customer shall promptly install new versions of the Emproof Software Solution made available by emproof (applicable to the On-Premise deployment model).

9.7   The Customer shall thoroughly test the Emproof Software Solution and new versions thereof for proper operation before commencing productive use. The Customer shall take reasonable precautions in the event the Emproof Software Solution does not operate or does not operate properly (e.g., through data backup, fault diagnosis, regular verification of results). Unless expressly agreed otherwise in writing, all persons deployed by emproof in the course of service provision may assume that all data to which they may have access has been backed up.

9.8   The Customer shall bear the risk that the Emproof Software Solution and other Services meet its requirements and are suitable for its business purposes. The Customer shall be solely responsible for ensuring that the Services of emproof comply with the statutory and regulatory requirements applicable to the Customer.

9.9   If the Customer uses software not provided by emproof, the Customer shall ensure that it holds all necessary usage rights to such software used in connection with the Services of emproof.

9.10   The Customer shall keep access credentials for any administrator or other user accounts confidential and shall not make them accessible to third parties. The Customer shall be responsible for all actions taken under a user account in connection with the access credentials, unless the Customer can demonstrate that the user was only able to access the Customer's credentials due to a breach of contract by emproof. The Customer shall be responsible to emproof for the conduct of users.

9.11   The Customer shall be responsible for ensuring that the information and content uploaded to the Emproof Software Solution is accurate and free from any malicious software such as viruses, worms, trojans, etc. The Customer shall be liable for any damage caused by erroneous information and content. The Customer warrants that the uploading of information and content is in compliance with applicable laws.

9.12   If files are imported into the Emproof Software Solution, the Customer shall ensure that the file format, file name, and file size are supported by the Emproof Software Solution. emproof shall not be responsible for the success of the import of any file.

9.13   The Customer shall be solely responsible for holding all necessary rights to use its own or third-party content in connection with the use of the Emproof Software Solution and for ensuring that such use complies with all applicable laws. emproof shall have no obligation to review the content provided by the Customer for potential infringements. If emproof becomes aware of infringements or violations of statutory provisions or third-party rights, emproof shall be entitled to block or remove such content in whole or in part without prior notice.

9.14   All content imported by the Customer must not contain harassment, insults, defamation, unlawful threats, abusive criticism, or false statements of fact. Other violations of third-party rights are also prohibited, as is the uploading of criminal, unlawful, discriminatory, racist, violence-glorifying, or youth-endangering content.

9.15   The Customer shall notify emproof without undue delay in writing, in accordance with Section 19.2, of any changes to relevant personal or company data (including changes to name or designation, legal form, address, telephone number, or email address).

9.16   If the Customer fails to fulfill required cooperation obligations or fails to do so properly, emproof's obligation to provide Services shall be suspended to the respective extent and for the respective period during which emproof's performance depends on the prior fulfillment of the Customer's cooperation obligations. emproof shall be entitled to demand reimbursement of any additional costs incurred as a result of a missing or delayed cooperation act by the Customer.

10. Usage-Based Fees and Audit Rights of emproof

10.1 General

10.1.1   If the Customer determines at any time that an insufficient number of licenses has been procured, the Customer shall be obligated to inform emproof accordingly. The Customer shall then be obligated either to ensure that the Emproof Software Solution is henceforth used in accordance with the agreed license terms, or to procure the necessary number of additional licenses by separate agreement.

10.1.2   Further claims of emproof shall remain unaffected by the provisions of this Section 10.

10.2 Reporting Obligations of the Customer

10.2.1   To the extent usage-based, per-unit, and/or device-based fees (e.g., royalties for systems protected by emproof) are agreed in the Order Form, the Customer shall, without being requested, submit to emproof a complete, comprehensible, and written report on the billing-relevant metrics no later than the tenth (10th) business day after the end of the billing interval defined in the Order Form.

10.2.2   If the Customer fails to comply with the reporting obligation under Section 10.2.1 or fails to do so in a timely manner, emproof shall be entitled to provisionally estimate and invoice the owed fees based on historical data or realistic assumptions at its reasonable discretion.

10.3 Audit Rights of emproof

10.3.1   emproof shall be entitled to verify the accuracy of the reports submitted by the Customer under Section 10.2.1 no more than once per calendar year, either itself or through an independent auditor (e.g., certified public accountant) engaged by emproof and bound by professional confidentiality obligations, on site at the Customer's premises or on the IT infrastructure used by the Customer for the operation of the Emproof Software Solution.

10.3.2   On-site audits shall be announced with reasonable advance notice and conducted during normal business hours.

10.3.3   Independently of the audit right under Section 10.3.1, emproof shall be entitled to verify the actual use of the Emproof Software Solution at reasonable intervals. As a general rule, verification of actual use shall be conducted through self-disclosures by the Customer, who shall use the metering tools provided by emproof (if available). To the extent the Customer refuses self-disclosure, the self-disclosure does not yield meaningful results, and/or there are indications of a rights infringement by the Customer, emproof or an independent auditor engaged by emproof and bound by professional confidentiality obligations may conduct a corresponding audit of the actual use of the Emproof Software Solution on site at the Customer's premises.

10.3.4   The Customer shall support emproof or the respective auditor to a reasonable extent in conducting any audits, in particular by granting access to the IT systems to the extent necessary for the audit.

10.3.5   If an audit under this Section 10.3 reveals an underbilling to the detriment of emproof, the Customer shall in any event be obligated to pay the outstanding fees together with default interest at the then-applicable statutory default interest rate from the time of the under-licensing to emproof.

10.3.6   The costs of audits conducted at emproof's initiative under this Section 10.3 shall be borne by emproof, provided the Customer is adequately licensed and no infringement has been established. The Customer shall bear the reasonable costs of the respective audit if (i) the audit reveals an underbilling of more than five percent (5%) to the detriment of emproof; and/or (ii) an infringement by the Customer is established (e.g., removal of copyright notices or circumvention of protection mechanisms of the Emproof Software Solution).

11. Third-Party Intellectual Property Claims

11.1   If a third party asserts that the use of the Emproof Software Solution infringes third-party intellectual property rights, the Customer shall notify emproof thereof without undue delay in writing and in comprehensive detail. If the Customer ceases use of the Emproof Software Solution for damage mitigation or other reasons, the Customer shall inform the third party that such cessation of use does not constitute an acknowledgment of the alleged infringement.

11.2   The Parties shall use their best efforts to mutually support each other in defending their rights against the third party and in contesting the alleged infringement or reaching a commercially reasonable settlement.

12. Open Source Software

12.1   emproof reserves the right to use components in the Software Solution that are licensed under free and open source software licenses ("OSS Licenses") ("OSS Components"). emproof shall provide the Customer with a list of OSS Components upon request.

12.2   Usage rights in the OSS Components shall be granted to the Customer directly by the respective rights holders. The OSS Licenses of the respective rights holders of the OSS Components shall apply. The Customer shall be obligated to comply with the respective OSS license terms. emproof shall assume neither warranty nor liability for the OSS Components as such.

12.3   To the extent emproof assumes support, warranty, liability, and/or indemnification obligations toward the Customer under the Agreement, such obligations shall apply exclusively as between emproof and the Customer.

13. Warranty

13.1   Unless expressly agreed otherwise in writing, the law applicable to service contracts (Dienstvertragsrecht) shall apply to the rendering of Services (in particular development, customization, and implementation services, consulting, training, and data export services). If a service is not rendered in conformity with the Agreement and emproof is responsible therefor, emproof shall be obligated to render the service in conformity with the Agreement within a reasonable period at no additional cost to the Customer. A written notice of defect by the Customer shall be required.

13.2   All statements regarding the services do not constitute guarantees of the quality of the services unless a guarantee has been expressly agreed in writing. A specific quality of the services cannot be derived from advertising materials or public statements unless their specific content has been expressly confirmed in writing by emproof.

13.3   The following warranty provisions shall apply to the Emproof Software Solution, notwithstanding the foregoing Section 13.1:

  • Defects shall be reported by means of a comprehensible description of the defective functionality, supported to the extent possible by records or other documentation illustrating the defects, in text form. The defect notice must enable reproduction of the error. Statutory inspection and notification obligations of the Customer shall remain unaffected.
  • emproof shall not warrant the correct display and functionality of the Emproof Software Solution if the Customer fails to comply with the technical requirements necessary for proper functionality (e.g., hardware requirements, operating systems, supported browser versions, interfaces, etc.).
  • A material defect shall only exist if the Emproof Software Solution materially deviates from the Documentation or contractually agreed specifications.
  • In the event of a material defect, emproof shall be entitled to remedy the defect by providing a new version or update within the framework of emproof's version, update, and upgrade planning. The remedy may also consist of emproof demonstrating to the Customer reasonable ways to work around the effects of the defect.
  • In the case of legal defects, emproof shall, at its option, either (i) procure for the Customer the right to use the service as agreed, or (ii) modify the service such that the infringement allegation is refuted without unreasonably impairing the Customer's contractual use.
  • A right of self-help shall not exist.
  • The agreed response and remedy times for the resolution of defects shall be as set forth in the Service Specification.
  • The warranty shall be excluded if the defects are attributable to:
    • the Customer or its authorized users having used the Emproof Software Solution improperly, with improper use existing in particular if the service was not used in accordance with existing Documentation of the Emproof Software Solution;
    • the Customer having failed to perform or timely perform required cooperation acts.
  • If emproof performs services in connection with troubleshooting or defect resolution without being obligated to do so, emproof may charge a reasonable time-and-materials-based fee therefor. This shall apply in particular if a reported material defect cannot be reproduced, the warranty is excluded under Section 13.3(h), or it subsequently becomes apparent that no defect existed.

13.4   Warranty claims of the Customer shall be subject to a limitation period of one year. The limitation period shall commence upon delivery of the defective item. The statutory limitation period shall apply, however, if the defect was caused intentionally or through gross negligence, if a simply negligently caused defect resulted in injury to life, body, or health, or if a guarantee for the quality of the contractual performance was assumed.

13.5   Liability for damages and reimbursement of futile expenditures shall be governed exclusively by Section 14.

14. Liability

14.1 Liability of emproof

14.1.1   emproof shall be liable without limitation for intent and gross negligence. In all other respects, the limitations set forth in Sections 14.1.2 through 14.1.7 shall apply.

14.1.2   emproof shall be liable for the negligent breach of obligations whose fulfillment is essential for the proper performance of the Agreement, whose breach jeopardizes the attainment of the purpose of the Agreement, and on whose compliance the Customer may regularly rely. In the latter case, however, emproof shall only be liable for the foreseeable, contract-typical damage. emproof shall not be liable for the negligent breach of obligations other than those referred to in the preceding sentences.

14.1.3   Liability for damages and reimbursement of futile expenditures shall be limited per incident to the contract value of one contract year. If, however, the contract term is less than one year, liability shall be limited to the fees paid by the Customer. In the case of multiple incidents in one contract year, emproof's liability shall be limited to twice the contract value of one contract year or, if the contract term is less than one year, to twice the fees paid.

14.1.4   Lost profits shall not be compensated by emproof. In the case of data loss, emproof shall only reimburse the costs of restoration up to the amount that would have been incurred for restoration if the data had been properly and regularly backed up.

14.1.5   Strict liability for defects already existing at the time of contract conclusion pursuant to Section 536a(1), first alternative, BGB is excluded.

14.1.6   To the extent liability is excluded or limited under this section, such exclusion or limitation shall also apply to the personal liability of emproof's employees, vicarious agents, and corporate officers, as well as all subcontractors of emproof.

14.1.7   The liability exclusions under this Section 14.1 shall not apply in cases of injury to life, body, or health, or to the extent emproof has assumed a guarantee. Liability under the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.

14.2 Force Majeure

14.2.1   Neither Party shall be liable to the other Party for any failure or delay in its performance under the Agreement attributable to Force Majeure. "Force Majeure" means all circumstances beyond a Party's reasonable control, including in particular war, terrorist attacks, natural disasters, pandemics, accidents, industrial action; acts of third parties or official, governmental, and/or judicial measures, to the extent these are not attributable to the fault of the Party whose performance fails or is delayed.

14.3 Limitation Period

14.3.1   In cases of liability for intent, gross negligence, personal injury, or under the German Product Liability Act, the statutory limitation periods shall apply. Otherwise, a limitation period of one year shall apply to all claims for damages or reimbursement of futile expenditures of the claimant in contractual and extra-contractual liability. The limitation period shall commence at the time the claimant becomes aware, or should have become aware (negligent lack of awareness), of the other Party's breach of duty. It shall commence, however, no later than upon expiration of five (5) years from the date the claim arose.

15. Confidentiality

15.1   The Receiving Party may only use Confidential Information of the Disclosing Party for the purpose of fulfilling contractual obligations or, to the extent necessary, for the purpose of exercising rights under the Agreement.

15.2   "Confidential Information" means information as described in sentence 2 that is disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") or of which the Receiving Party otherwise becomes aware in the course of the project, regardless of whether it was disclosed directly or indirectly, in writing, orally, or by inspection of objects, before or after the execution of the Agreement, and regardless of whether it is the subject of intellectual property rights. Confidential Information includes (i) prices and terms under this Agreement, marketing strategies, financial information or projections, sales estimates, and business plans, (ii) plans for products or services, (iii) inventions, new designs, processes, formulas, or technologies, (iv) work in progress, source code, (v) all other information designated as confidential or obviously recognizable as Confidential Information of the Disclosing Party.

15.3   Confidential Information shall not include information with respect to which the Receiving Party can demonstrate that it (i) was publicly known and generally accessible prior to the time of disclosure by the Disclosing Party, (ii) becomes publicly known and generally accessible after disclosure by the Disclosing Party without any act or omission of the Receiving Party, (iii) was already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party, (iv) was obtained by the Receiving Party from a third party without breach of any confidentiality obligation, or (v) was independently developed by the Receiving Party without reference to or use of the Confidential Information of the Disclosing Party.

15.4   In the event Confidential Information must be disclosed pursuant to a governmental or judicial order or a statutory obligation, the Receiving Party may only disclose such Confidential Information as is necessary to fulfill the obligation and shall notify the Disclosing Party thereof without undue delay to the extent legally permissible. The Parties shall, to the extent legally possible, mutually support each other in avoiding such disclosure.

15.5   The Receiving Party shall treat all Confidential Information in strict confidence and shall exercise a reasonable degree of care, but no less than the degree of care it exercises to protect its own Confidential Information. Each Party shall be responsible for any breach of this Agreement by its managing directors, senior executives, employees, agents, or representatives ("Representatives"), regardless of whether the respective Representatives were authorized to receive such information under this Agreement.

15.6   The Receiving Party may only disclose Confidential Information to third parties to the extent strictly necessary for the purposes set forth in Section 15.1. Disclosure shall only be permissible if the respective third party is either subject to statutory confidentiality obligations (e.g., attorneys, auditors, or other professionals bound by legal privilege) or if confidentiality obligations at least equivalent to the level of protection of this Section 15 have been imposed on such third party prior to disclosure.

15.7   To the extent a separate confidentiality agreement has already been entered into between the Parties, the confidentiality provisions of this Section 15 shall apply in addition to such confidentiality agreement. In the event of a conflict with respect to a specific matter, the stricter provision shall prevail.

15.8   The obligations under this Section 15 shall survive for a period of two years following termination of the Agreement, regardless of the reason for termination.

16. Data Protection

16.1   The Parties shall furthermore comply with the applicable data protection laws. To the extent necessary, the Parties shall enter into any required data protection agreements, which emproof shall make available to the Customer for execution.

17. Designation as Cooperation Partner

17.1   The Parties may identify the other Party by name in the press, product brochures, financial reports, on their respective websites, and in informational materials, and may indicate that a contractual relationship exists or existed between the Parties. Either Party may revoke this authorization at any time in writing to the other Party.

18. Term and Consequences of Termination

18.1   The Agreement shall run for the term specified in the respective Order Form.

18.2   The notice periods for ordinary termination shall be as set forth in the Order Form. The right to extraordinary termination for cause shall remain unaffected.

18.3   Cause for extraordinary termination by emproof shall exist in particular if:

  • the Customer is in default of payment and fails to make full payment despite a written demand with a grace period of at least 14 days;
  • the Customer uses the Emproof Software Solution beyond the scope permitted under Section 6.2 and fails to remedy the violation within a reasonable period despite a request by emproof;
  • the Customer fails to fulfill the agreed cooperation obligations or fails to do so in conformity with the Agreement, and this materially impairs emproof's performance;
  • the Customer materially breaches the contractual provisions;
  • emproof is required by governmental orders or judicial decisions to cease performance; and/or
  • emproof is unable to continue performance for other important reasons.

18.4   In all cases of termination of the Agreement, regardless of the legal ground, the Customer shall be obligated to immediately cease use of and access to the Emproof Software Solution. To the extent the Emproof Software Solution is operated On-Premise by the Customer, the Customer shall in particular remove all installed copies of the Emproof Software Solution from its hardware, computers, or other devices, and shall, at emproof's election, promptly return or destroy any backup copies and provided documentation, or in the case of digital copies, promptly delete them.

18.5   The Customer shall have the opportunity, until the end of the Agreement, to export the Customer's data stored in the Emproof Software Solution in a standard format. After the end of the Agreement, emproof shall delete the Customer's data remaining in the Emproof Software Solution unless retention is required by mandatory statutory provisions or for evidentiary purposes.

18.6   In the event the Agreement is terminated between the Parties, regardless of the legal ground, those provisions shall survive that, by their nature and purpose, justify continued application beyond the termination of the mutual performance obligations. These include in particular the following subject areas of this EULA:

  • provisions on confidentiality and data protection;
  • provisions on liability;
  • provisions on fees and invoicing until full settlement of outstanding fees;
  • final provisions.

19. Miscellaneous Provisions

19.1 Amendments to the EULA

19.1.1   emproof may amend this EULA with effect for the future, provided that the amendments are reasonable for the Customer and do not substantially alter the contractual balance. emproof shall notify the Customer of the amendments in text form at least six (6) weeks before they take effect. If the Customer does not object in text form within six (6) weeks of receipt of the notification, the amendments shall be deemed accepted. emproof shall specifically draw the Customer's attention to this consequence in the notification.

19.1.2   In the event of a timely objection by the Customer, the Agreement shall continue under the previous terms. emproof reserves the right to terminate the Agreement with a notice period corresponding to the remaining minimum term, but no less than three (3) months, if the continued performance of the Agreement under the previous terms is unreasonable for emproof.

19.2 Written Form

19.2.1   Unless otherwise provided in this EULA, all notifications and declarations under this EULA shall be made in text form (e.g., by email). This shall also apply to the waiver of the text form requirement.

19.3 Assignment

19.3.1   The Customer may not assign or transfer its rights and obligations under the Agreement to third parties without the prior written consent of emproof. emproof may assign or transfer its rights and obligations under the Agreement to affiliated companies within the meaning of Sections 15 et seq. AktG without the Customer's consent.

19.4 Severability

19.4.1   Should any provision of this EULA be or become invalid or unenforceable, the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the economic purpose of the invalid or unenforceable provision. The same shall apply in the event of a gap in the Agreement.

19.5 Governing Law and Jurisdiction

19.5.1   This EULA and all disputes arising out of or in connection with this EULA shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules of German private international law.

19.5.2   The exclusive place of jurisdiction for all disputes arising out of or in connection with this EULA shall be Bochum, Germany.

emproof GmbH | Version 1.0 | March 23, 2026