Use Case Platform - Terms of Use

These “UCP Terms of Use” are an agreement between the organization you are entering into these UCP Terms of Use on behalf (hereinafter: “Customer”) and appliedAI Institute for Europe gGmbH, Freddie-Mercury-Straße 5, 80797 Munich, Germany (hereinafter: “appliedAI Institute” together with the Customer the “Partners” or individually a “Partner”) entered into by signing up to the UCP via the URL https://ucp.appliedai-institut.... You represent that you have legal authority to enter into these UCP Terms of Use on behalf of Customer.

Definitions
1. "Account" means the user account(s) provided to the Customer by appliedAI Institute for access to the UCP.
2. "Confidential Information" means know-how, work results and other information of commercial value, in particular technical or commercial information, intentions, experience, findings, designs, documents, tasks and business transactions, which become known to the Partners as a result of the cooperation under these Terms of Use.
3. "Property Right" means copyrights, ancillary copyrights, granted patents, utility models and design or corresponding property right applications as well as other industrial property rights.
4. "Customer Content" is all content, data or other information that the Customer uploads to the UCP or transfers to appliedAI Institute in connection with the use of the UCP.
5. "UCP" means the "AI Use Case Platform" application from appliedAI Institute that appliedAI Institute makes available to the Customer under the URL https://ucp.appliedai-institut....
Provision of the UCP
1. appliedAI Institute provides the Customer with the UCP for use under these Terms of Use. The scope of functions is laid down in Annex 1 (Service Description).
2. The offer is aimed exclusively at traders within the meaning of § 14 German Civil Code (BGB). Consumers within the meaning of § 13 German Civil Code (BGB) cannot be contractual partners of these Terms of Use.
3. The Customer acknowledges that, based on the current state of the art, it is impossible to produce software completely free of errors. appliedAI Institute therefore does not owe the UCP to be completely free of errors, but only the freedom from such errors that significantly restrict the use of the UCP.
4. Unless certain requirements or functionalities have been expressly agreed separately between appliedAI Institute and the Customer, the Customer has no right to certain functionalities of the UCP.
5. To protect the UCP and the Customer's data, appliedAI Institute uses commercially reasonable physical, logical and technical measures at its own discretion. However, attacks on security or security incidents in connection with the UCP, such as unauthorized access to the Customer's account, cannot be excluded.
6. appliedAI Institute may use the assistance of third parties and/or have the UCP developed or operated in whole or in part by a third party.
Access to the UCP
1. Access to the UCP is granted to Customer via the access data provided by appliedAI Institute to the Customer.
2. The Customer undertakes to secure the access data (in particular combination of email and password) against access and misuse by unauthorized third parties in a technical and organizational manner. The Customer is fully responsible for maintaining the confidentiality and security of its access data and bears sole responsibility for all activities that take place under its accounts, insofar as these activities were authorized by the Customer or were not authorized by the Customer but could have been prevented by the Customer if due care had been exercised.
3. If the Customer becomes aware or suspects that (i) a third party has obtained the password to log in to the UCP or (ii) activities not authorized by the Customer are being carried out on the UCP in the name of the Customer, the Customer is obliged to change the password of its users immediately and to inform appliedAI Institute of this without delay.
4. Customer will (i) use the UCP only in accordance with these Terms of Use and with applicable laws, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the UCP and its data, (iii) not interfere with the integrity and availability of the UCP, related systems and infrastructure of appliedAI Institute and third party data contained therein, (iv) not conduct or facilitate a denial of service attack, and (v) not attempt to gain unauthorized access to the UCP or related systems or networks.
Customer Content
1. appliedAI Institute assumes no responsibility for Customer Content and does not check Customer Content for completeness or accuracy. Customer is solely responsible for the accuracy, quality, integrity and legality of its Customer Content and for the means by which it acquired its Customer Content.
2. The Customer is prohibited from uploading or otherwise making available Customer Content that (i) violates the rights of third parties, (ii) leads or may lead to a violation of applicable law, (iii) impairs or is likely to impair the security of the UCP or (iv) impairs the performance of the UCP more than insignificantly.
3. In the event of a breach of the above paragraph, the Customer is obliged (i) to notify appliedAI Institute of the breach immediately, (ii) to delete the affected Customer Content on the UCP immediately and (iii) to indemnify appliedAI Institute against all claims asserted against appliedAI Institute as a result and to bear the resulting costs (including reasonable costs for legal defense).
4. appliedAI Institute is entitled at any time to delete or block Customer Content or other data uploaded or posted by the Customer to the UCP which, in the opinion of appliedAI Institute, may violate the rights of third parties, these Terms of Use and/or other laws. appliedAI Institute will inform the Customer of such deletion or blocking in an appropriate manner. appliedAI Institute will apply and enforce the deletion or blocking of Customer Content in a careful, objective and proportionate manner, taking into account the rights and legitimate interests of all parties involved and the fundamental rights of Customers enshrined in the Charter of Fundamental Rights of the European Union, such as the right to freedom of expression, freedom and pluralism of the media and other fundamental rights and freedoms. appliedAI Institute, however, has no corresponding contractual obligation to monitor, delete or block Customer Content.
Obligations of the Customer to cooperate
1. The Customer shall provide the necessary and appropriate cooperation and supplies as a primary performance obligation. The Customer acknowledges that the fulfillment of these Terms of Use by appliedAI Institute depends on the provision of this cooperation to a large extent.
2. The Customer shall in particular (i) truthfully and completely provide all information and data about or in connection with the UCP, including such when concluding these Terms of Use, and always keep them up to date, (ii) carefully check all information provided for correctness, (iii) inform appliedAI Institute and take further necessary measures if violations of these Terms of Use by a party or third parties appear possible.
3. The Customer requires appropriate hardware and software as well as internet access to use the UCP. A description of the technical requirements to be met by the Customer in order to use the UCP can be found in Annex 1 (Service Description). appliedAI Institute may adapt these technical requirements to the current state of the art if necessary. appliedAI Institute shall inform the Customer of such adjustments in good time.
4. appliedAI Institute is not responsible for any consequences resulting from non-performance, improper performance and/or late performance of cooperation or provision by the Customer. Any agreed dates and deadlines shall be postponed in accordance with the duration of such a delay, plus a reasonable period of time for the proper continuation of the work concerned.
Changes to the UCP and these Terms of Use
1. The UCP is subject to continuous further development in order to take into account the technical progress and to make improvements. appliedAI Institute may continuously develop the UCP and adapt it accordingly, provided that this does not result in an overall deterioration compared to the previous scope of functions. In particular, appliedAI Institute is entitled to adapt the UCP to technical progress or changed legal requirements. This also includes the extension, restriction or modification of individual functionalities including the design, operating method, technical specifications and systems of or for the UCP. appliedAI Institute shall notify the Customer of any intended, significant changes to the UCP with reasonable advance notice.
2. If the Customer cannot reasonably be expected to adhere to the Terms of Use as a result of the amendment pursuant to § 6(1), it may terminate them within four (4) weeks of becoming aware of them.
3. Furthermore, these Terms of Use may be amended by appliedAI Institute insofar as this is necessary to eliminate not insignificant difficulties in the UCP due to regulatory gaps or other legal necessities arising after the conclusion of the Terms of Use. This may be the case in particular if laws or case law regarding the validity of provisions of these Terms of Use change.
Granting of rights
1. All Property Rights to the UCP shall remain with appliedAI Institute, unless otherwise stipulated below. The UCP is not physically provided to the Customer. In particular, the Customer does not receive any source code.
2. appliedAI Institute grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the UCP in accordance with these Terms of Use for the duration of these Terms of Use.
3. The Customer grants appliedAI Institute a free, non-exclusive right of use to Customer Content and any Property Rights of the Customer that appliedAI Institute requires for the duration and purpose of the performance of these Terms of Use.
4. The Customer is not entitled to use the UCP to any greater extent than explicitly permitted under these Terms of Use. In particular, the Customer is not entitled to (i) make the UCP accessible to third parties, (ii) make modifications to the UCP, (iii) grant sublicenses for the UCP, (iv) create derivative works based on the UCP, or (v) access the UCP in order to (a) create a competing product or (b) copy features, functions or graphics of the UCP.
Compliance
1. The Partners will take care of compliance with their legal obligations (including tax obligations) on their own responsibility. appliedAI Institute is in particular not responsible for the Customer's compliance with industry-specific, legal or regulatory requirements. The Customer shall check the suitability of the UCP for use in accordance with the industry-specific, legal and regulatory requirements applicable to the Customer.
2. In order to implement these Terms of Use and to improve the product, appliedAI Institute reserves the right to record and evaluate user behavior in pseudonymized form when using the UCP.
3. Should the violation of these Terms of Use, of legal obligations and/or duties, in each case by the Customer, result in damages or other disadvantages for appliedAI Institute, the Customer shall compensate for these damages or indemnify appliedAI Institute against claims by third parties.
Confidentiality
1. The Partners undertake to treat Confidential Information confidentially, to protect it from access by third parties by means of appropriate confidentiality measures and to use it only for the purposes of these Terms of Use.
2. The confidentiality obligation does not apply if and to the extent that the Confidential Information in question demonstrably

is generally known or becomes generally known through no fault of the receiving Partner;
has been or will be lawfully obtained by the receiving Partner from a third party without the imposition of a confidentiality obligation;
was already lawfully known to the receiving Partner or was or will be demonstrably developed by the receiving Partner independently of the cooperation;
must be disclosed as a result of a court or official order, whereby the Partner requested to disclose is obligated to inform the Partner concerned immediately in writing before disclosure, to the extent permissible, so that the latter has the opportunity to take legal action against the order, and otherwise the disclosure must be made only to the extent required by the order; or
has been released by Partners in writing and the Partner(s) has/have waived compliance with the confidentiality obligation.

The Partners shall ensure that their employees and other third parties involved in the cooperation also maintain the confidentiality described above. Third parties do not include professional consultants of the Partners who are bound to confidentiality by professional codes of conduct or by law and who are involved in the establishment, assessment or performance of the cooperation within the scope of the Terms of Use on behalf of a Partner.
Confidentiality and purpose limitation also apply to such Confidential Information that a company affiliated with a Partner discloses directly to the other Partner or to a company affiliated with this Partner. The Partners shall ensure that the companies affiliated with them also keep such Confidential Information secret and use it for a specific purpose.
The Partners are prohibited from obtaining the other Partner's business secrets by observing, examining, dismantling or testing the other Partner's products without the written consent of the other Partner.

Data protection

appliedAI Institute processes the Customer's personal data within the scope of the UCP offer exclusively in accordance with the Data Processing Agreement attached in Annex 2 (Data Processing Agreement).

Warranty
1. appliedAI Institute warrants that the UCP essentially has the functionalities, properties and performance features agreed in these Terms of Use. appliedAI Institute does not guarantee or warrant any specific properties of the UCP.
2. Insofar as the use of the UCP in accordance with the Terms of Use by the Customer infringes the Property Rights of third parties and corresponding claims are asserted against the Customer by holders of Property Rights, the Customer must inform appliedAI Institute of this immediately in writing. appliedAI Institute shall, at its own discretion and expense, (i) procure the necessary right of use for the Customer, (ii) modify the service in such a way that it can be used without legal errors, (iii) or, if appliedAI Institute cannot achieve any other remedy with reasonable effort or if this is unreasonable, continue to provide the UCP while deactivating the affected functionalities in return for a reasonable reduction in the agreed remuneration.
3. The Customer must report any errors and defects in the UCP to appliedAI Institute immediately after becoming aware of them and describe the error symptoms in detail.
Liability

Liability is governed by § 599 BGB (German Civil Code).

Term, termination
1. These Terms of Use come into force upon conclusion. Either party may terminate these Terms of Use by giving three months' notice to the end of a calendar quarter.
2. The right to terminate for good cause remains unaffected. Good cause is in particular a material breach of these Terms of Use which is not remedied despite a written warning with a reasonable period of notice.
3. Any termination must be made in text form.
Final provisions
1. Rights and obligations arising from these Terms of Use may only be transferred to third parties or assigned for exercise with the prior written consent of the other party. Affiliated companies are excluded from this.
2. The Customer may only declare a right of retention or a right to refuse performance or a set-off if the counterclaim has been judicially determined or is not disputed by appliedAI Institute.
3. Amendments and additions to these Terms of Use must be made in writing to be effective. The same applies to the waiver of the written form requirement. Verbal collateral agreements do not exist.
4. Should individual provisions of the Terms of Use be or become invalid, agreements shall be made that come as close as possible to the intended purpose, while the validity of the remaining provisions shall not be affected.
5. These Terms of Use shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the conflict of law rules of private international law and excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention). The exclusive place of jurisdiction is Munich.
6. These Terms of Use supersede all oral or written agreements made between the parties prior to their signing relating to the subject matter of these Terms of Use.

List of Annexes

Annex 1 Service Description

Annex 2 Data Processing Agreement

Annex 1 - Service Description

Functions
1. The UCP has the following functions:

User registration and onboarding;
AI Use Case Library which hosts published AI use cases. These AI use cases are open to the public without user registration;
Search engine for AI use case database, including filtering, sorting and full text search;
Panel My AI Use Cases where registered user can manage his/her drafts and published AI use cases;
AI use case creation process from information input and able to submit for review;
Ability, for a registered user, to manage drafts and publish AI use cases along with support for attachments, external links, company information, technical and business data about implementation;
Panel My Favorites allow users to view AI use cases which are marked as favorites;
Enabling opportunity to contact author of a specific AI use case via Use Case Platform by sending a message via contact AI use case owner button in each use case detailed page;
Internal review process, for users who have the role as reviewers, which will ensure high quality of published AI use cases;
Communication mechanism to engage users, including profile management such as registration, AI use cases review process, notifications of connection request between users;
Panel for admin users who can manage content of the AI Use Case Platform if the need arises.

Availability
1. The UCP is a cloud-based application. All data is hosted in EU data centers.
2. appliedAI Institute warrants an availability of the UCP from Monday to Friday (from 8:00 a.m. to 8:00 p.m.) of 95% on an annual average (calculated in minute intervals). The demarcation point at which availability is measured is the WAN-directed router output of the data center used to operate the UCP. All interruption times listed in § 2(3) shall be deducted from the target availability when calculating the availability. Availability means the ability to use the essential main functions of the UCP.
3. The UCP services are not provided without interruption. appliedAI Institute may carry out planned and unplanned maintenance. The UCP will not be available during scheduled or unscheduled maintenance. In addition, security and capacity problems as well as incidents beyond the control of appliedAI Institute (e.g. force majeure) may lead to short-term disruptions or temporary suspension of the UCP. Likewise, appliedAI Institute may deactivate the UCP or individual accesses for security reasons (e.g. if this is necessary to remedy security gaps) or to prevent violations of these Terms of Use.
Languages

The UCP is only available in English.

Technical requirements
1. Web browsers and browser versions that are supported and regularly tested:
  1. Chrome >= 90
  2. Safari (macOS) >= 14
  3. Edge >= 91
2. The web browser must have JavaScript enabled.
3. The minimum supported screen resolution is 1280×768 pixels.
4. A stable internet connection is required.

Annex 2 - Data Processing Agreement

Object/scope of the assignment
1. The cooperation between the Partners in accordance with the Terms of Use entails that appliedAI Institute receives access to personal data of the Customer.
2. The processing of this personal data by appliedAI Institute takes place exclusively in the manner, scope and purpose specified in Appendix I (Details of processing). The duration of the processing corresponds to the term of the Terms of Use.
3. The provisions of this DPA apply to all activities that are related to the Terms of Use and in which appliedAI Institute and its employees or persons commissioned by appliedAI Institute come into contact with personal data originating from the Customer or collected for the Customer.
4. "Customer Content" is all content, data or other information that the Customer uploads to the UCP or transfers to appliedAI Institute in connection with the use of the UCP.
Rights and obligations of the Customer
1. The Customer is the controller and appliedAI Institute is the processor within the meaning of the GDPR.
2. The Customer has the right to request all necessary information from appliedAI Institute to prove compliance with the obligations set out in Art. 28 GDPR and to carry out inspections – including on-site inspections – at appliedAI Institute either itself or through third parties commissioned by it ("Audit"). The Customer is entitled to conduct an audit once per calendar year ("Regular Audit"). The costs incurred by the Partners in the course of conducting the Regular Audit shall be borne by the Partners themselves. In addition, the Customer may conduct Audits if it has justified reasons to assume that the processing by appliedAI Institute violates applicable data protection law ("Extraordinary Audits"). The costs for Extraordinary Audits shall be borne by the Customer.
Obligations of appliedAI Institute
1. appliedAI Institute will only process the personal data on documented instructions from the Customer – including with regard to the transfer of personal data to a third country or an international organization – unless it is required to do so by Union or Member State law to which appliedAI Institute is subject; in such a case, appliedAI Institute will notify the Customer of these legal requirements prior to processing, unless the law in question prohibits such notification on grounds of important public interest.
2. If appliedAI Institute is of the opinion that an instructed processing violates data protection regulations or other laws, appliedAI Institute shall inform the Customer immediately and may stop the processing until the Customer changes or confirms the instruction. If the Customer confirms the instruction and appliedAI Institute continues to believe that the processing is unlawful, appliedAI Institute shall be entitled to an extraordinary right of termination.
3. appliedAI Institute is obliged to observe the statutory provisions on data protection and not to disclose the information obtained from the Customer to third parties or expose it to their access. Documents and data must be secured against unauthorized access, taking into account the state of the art.
4. Furthermore, appliedAI Institute shall oblige all persons entrusted by it with the processing and fulfillment of this DPA to maintain confidentiality in writing (obligation of confidentiality, Art. 28 para. 3 lit. b GDPR) and ensure compliance with this obligation with due care. At the request of the Customer, appliedAI Institute shall provide the Customer with evidence of the obligation of these persons in writing or in electronic form.
5. appliedAI Institute will design its internal organization in such a way that it meets the special requirements of data protection. It undertakes to take the technical and organizational measures listed in Appendix III for the appropriate protection of Customer data in accordance with Art. 32 GDPR and to maintain them for the duration of the processing of Customer data.
6. appliedAI Institute reserves the right to change the technical and organizational measures taken, whereby it ensures that the contractually agreed level of protection is not undercut.
7. With regard to the type of processing, appliedAI Institute shall support the Customer as far as possible with appropriate technical and organizational measures to comply with its obligation to respond to requests to exercise the rights of data subjects referred to in Chapter III GDPR and to comply with the obligations set out in Articles 32 to 36 GDPR. If a data subject asserts rights against appliedAI Institute to which he or she is entitled vis-à-vis the Customer under the GDPR, appliedAI Institute will forward the data subject's request to the Customer.
Subcontractor
1. The Customer approves the subcontractors listed in Appendix II. appliedAI Institute is entitled at any time to replace the subcontractors listed there with other subcontractors or to commission new subcontractors. For this purpose, appliedAI Institute shall inform the Customer of the intention to commission a new subcontractor. If the Customer does not object within 30 days after notification of the assignment, the assignment shall be deemed approved by the Customer. If the Customer objects, the Partners shall attempt to reach an agreement regarding the assignment of the subcontractor so that the Customer withdraws its objection. If the Customer maintains its objection, appliedAI Institute is entitled to an extraordinary right of termination regarding this DPA and the Terms of Use.
2. If appliedAI Institute uses the services of another processor to carry out certain processing activities on behalf of the Customer, the same data protection obligations as set out in this DPA shall be imposed on this other processor by way of a contract, in particular providing sufficient guarantees that the appropriate technical and organizational measures are implemented in such a way that the processing is carried out in accordance with the requirements of the GDPR.
3. If the other processor fails to comply with its data protection obligations, the first processor shall be liable to the Customer for compliance with the obligations of that other processor.
Term and termination
1. The term of this DPA corresponds to the term of the Terms of Use. If the Terms of Use can be terminated by ordinary notice, the provisions on ordinary termination shall apply accordingly. In case of doubt, termination of the Terms of Use shall also be deemed termination of this DPA and termination of this DPA shall be deemed termination of the Terms of Use.
2. Upon completion of the provision of the processing services, appliedAI Institute shall, at Customer's option, either delete all personal data that is the subject of this DPA or return it to Customer and delete the existing copies, unless there is an obligation to store the personal data under Union or Member State law. If appliedAI Institute incurs costs for the return of the data that exceed the costs of deleting the data, the Customer shall reimburse appliedAI Institute for these costs.
Final provisions
1. Amendments and supplements to this DPA must be made in writing. This also applies to any waiver of this formal requirement.
2. In case of doubt, the provisions of this DPA shall take precedence over the provisions of the Terms of Use. Should individual provisions of this DPA prove to be invalid or unenforceable in whole or in part or become invalid or unenforceable as a result of changes in legislation after the conclusion of the contract, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes as close as possible to the meaning and purpose of the invalid provision.
3. This DPA is subject to German law. The exclusive place of jurisdiction is the registered office of appliedAI Institute.
4. The liability provisions in § 12 of the Terms of Use apply accordingly to this Annex 2.

Appendix I: Description of the processing

Categories of data subjects whose personal data is processed:

Data subjects, whose personal data is processed in the UCP as Customer Content.

This may include in particular Customer personnel or personnel of Customer affiliates.

Categories of personal data that are processed:

Any Customer Content that constitutes personal data.

This may include, for example: Contact information shared within the use case page, contact information shared via the “Contact AI use case owner” function.

Sensitive data processed (if applicable) and restrictions or safeguards applied that take full account of the nature of the data and the risks involved, e.g. strict purpose limitation, access restrictions (including access only for employees who have undergone specific training), records of access to the data, restrictions on onward transfers or additional security measures:

No sensitive data is no sensitive data is processed.

Type of processing:

Collection, use, disclosure, storage, deletion

Purpose(s) for which the personal data are processed on behalf of the Customer:

The purposes of the order processing result from the Terms of Use and the services agreed therein.

Duration of processing:

The duration of the order processing depends on the duration of the Terms of Use.

Appendix II: List of sub-processors

The Customer has authorized the following subprocessors to process personal data for appliedAI Institute during the term of the Terms of Use:

ENTITY NAME

PURPOSE

HOSTING LOCATION

COUNTRY OF REGISTRATION

Microsoft Ireland Operations, Ltd. and its subprocessors, as identified in Microsoft’s list of subprocessors, available at

https://servicetrust.microsoft.com/DocumentPage/403b812e-3291-4398-ba73-101e8036ef3b or any successor location

Cloud infrastructure provider

Germany, Europe

Ireland, Europe.

STX Next S.A.

Software Service Provider.

Access to Customer Data (logs of application and infrastructure events, …) is strictly restricted to a few individuals for support and maintenance duties. Direct access to customer confidential data is restricted in productive environments.

No hosting, service provider

Poland, Europe.

Appendix III: Technical and organizational measures

Technical and operational measures of the cloud infrastructure provider Microsoft:

Microsoft’s technical and organizational measures are described in Appendix A (Security Measures), or any successor of this Appendix, of the Microsoft Products and Services Data Protection Addendum (DPA), currently available at https://www.microsoft.com/licensing/docs/view/Microsoft-Products-and-Services-Data-Protection-Addendum-DPA?lang=1&assetType=283 or any successor location.

Technical and operational measures of the service provider STX:

Protection against unauthorized access

The UCP uses password protection to ensure that only authorized users can access the UCP in accordance with Customer’s defined access policies.

If personnel of STX requires access to Customer Content, e.g., to perform support or maintenance activities, such access will only be granted to authorized STX personnel on a temporary and least-privilege basis as strictly necessary to perform such tasks. Any such access will be logged and STX will maintain these logs in an auditable format for a defined period.

Encryption

STX will ensure that Customer Content in transit will be encrypted end-to-end using HTTPS.

To safeguard data at rest, STX will use server-side encryption by Microsoft.

Network protection:

The database and direct access to the UCP are secured behind a firewall within a private network.

All traffic is routed through an Application Gateway (AppGw), which is provisioned on-demand with Azure Active Directory Application Proxy (AAI). STX also makes use of a web application firewall (WAF) on the AppGw.

Monitoring/logging:

STX uses monitoring and logging tools to continuously monitor and log the use of the UCP.

In particular, these tools ensure that STX gets alerted about unauthorized modifications to the UCP application settings. Further, they provide insights into user activity and potential security threats by monitoring API calls and user interactions with the UCP and sending alarms in case of suspicious activities.

Backups:

STX will create regular backups of Customer Content.