EULA - End-User License Agreement of AtroCore GmbH

Version: 2026-03-13

1. Preamble

1.1. This Agreement applies to all proprietary standard software (hereinafter: Software) provided by AtroCore GmbH (hereinafter: Licensor) to the Licensee in return for payment, including all paid modules, extensions, and add-ons.

1.2. This Agreement governs the relationship between the Licensee and the Licensor exclusively in a business-to-business (B2B) context. The Software is designed and offered solely for commercial and professional use by legal entities (companies, partnerships, and other organizations). This Agreement is not available to consumers (natural persons acting outside the scope of a commercial or professional activity). Consumer protection laws of any jurisdiction, including but not limited to the EU Consumer Rights Directive 2011/83/EU, §§ 312 ff. BGB, the UK Consumer Rights Act 2015, or any equivalent national legislation, do not apply. The statutory right of withdrawal for consumers (EU Consumer Rights Directive 2011/83/EU, § 312g BGB) does not apply. Any person purporting to enter this Agreement as a consumer has no valid license and must immediately cease use of the Software.

1.2.1. Licensor contracts exclusively with business customers (Unternehmer within the meaning of § 14 BGB or equivalent under applicable law). By accepting this Agreement, the signatory represents and warrants that they have full authority to legally bind the Licensee as a legal entity, and that the Licensee is acting in a commercial or professional capacity.

1.3. This Agreement sets the terms, rights, restrictions, and obligations governing use of the Software.

1.4. The Licensor delivers the Software as source code, except during evaluation periods as specified in Section 12.3. Licensee acknowledges that the source code constitutes confidential and proprietary information of the Licensor, subject to the confidentiality obligations in Section 10.

1.5. By downloading, installing, paying for, or using the Software, the Licensee unconditionally accepts all terms of this Agreement and confirms that it is acting as a legal entity in a commercial or professional capacity. If you are a natural person or consumer, you are not authorized to use, purchase, or rent the Software and must immediately cease any use. If the Licensee does not agree to these terms, it must not download, install, or use the Software and is not entitled to any refund of any amounts already paid.

2. License Grant

2.1. Subject to full payment and continued compliance with this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software solely as specified herein.

2.2. Permitted Use – Licensee may:

Run the Software on Licensee's own server or on a server hosted by Licensor, subject to the environment limits in Section 2.5;
Publish the Software's output to Licensee's employees, contractors, and direct customers within the scope of the single licensed project;
Modify the source code solely for internal use within that single project (see 2.6);
Make one (1) back-up copy for archival purposes.

2.3. Restrictions – Licensee may not, under any circumstances:

Sell, resell, redistribute, sublicense, rent, lease, lend, assign, transfer, or otherwise make available the Software or any portion thereof to any third party, including affiliated and related entities without a separate license;
Use the Software as part of a Software-as-a-Service (SaaS) offering, managed service, hosted service, or any arrangement whereby the Software's functionality is made available to third parties over a network without those parties receiving a licensed copy of the Software, unless a separate written agreement with Licensor expressly permits this;
Use the Software for more than one (1) project or within more than one (1) company, including affiliated companies or group entities, without a separate license for each;
Use the Software to develop a competing product or service.

2.4. Single Project / Single Entity – Each license covers exactly one project and one legal entity. Use by subsidiaries, affiliates, holding companies, or related entities requires a separate license agreement with Licensor, as further specified in Section 2.3. Licensee must notify Licensor in writing within thirty (30) days of the effective date of any corporate restructuring, merger, or acquisition that could result in expanded use of the Software.

2.5. Environments – Licensee may operate the Software in up to four (4) environments for the single licensed project, such as development, testing, staging, and production. Of these, no more than one (1) environment may be a productive environment — meaning an environment in which the Software is actively used for live business operations, processes real business data, or is accessible to end users outside of Licensee's internal technical team. Any additional environments beyond four (4), or any additional productive environment, require a separate written agreement with Licensor.

2.6. Source Code Modifications – Modifications to the source code are permitted for internal use only within the licensed project. Licensee may not publish, share, distribute, or sublicense any modifications. Licensor bears no support or warranty obligations for modified code. Any modifications made by Licensee shall not affect Licensor's ownership of the original Software; Licensee hereby grants Licensor a perpetual, irrevocable, worldwide, royalty-free license to any modifications made by Licensee to the Software, solely in connection with the development, maintenance, and improvement of the Software.

2.7. No Derivative Works – Licensee may not create standalone derivative works based on the Software, or use the Software as a basis for any other software product.

2.8. Audit Right – Licensor reserves the right, upon reasonable written notice of at least ten (10) business days, to audit Licensee's use of the Software to verify compliance with this Agreement. Licensee shall provide Licensor with reasonable access and cooperation. Costs of the audit shall be borne by Licensee if a material breach is found.

3. Term & Termination

3.1. Purchase licenses are perpetual, subject to full payment and continued compliance with this Agreement.

3.2. Rental licenses are subscription-based. The minimum contract term is three (3) months. Cancellation requires written notice of at least one (1) month to the end of a calendar quarter.

3.3. Licensor may terminate this Agreement and all licenses granted hereunder as follows:

3.3.1. Immediate termination without cure period – Licensor may terminate with immediate effect and without refund in the event of:

A material breach by Licensee, including but not limited to: unauthorized sublicensing or redistribution of the Software (Section 2.3), use of the Software beyond the licensed scope (Sections 2.4, 2.5), violation of confidentiality obligations (Section 10), use of the Software after the Evaluation Period without a valid license (Section 12.4), commencement of productive use without a valid DPA where required (Section 14.1), or non-payment as specified in Section 4.1;
Licensee becoming insolvent, being subject to insolvency proceedings, or ceasing business operations;
Payment remaining overdue by more than fourteen (14) days following a written payment reminder.

3.3.2. Termination with cure period – For breaches of this Agreement not listed in Section 3.3.1, Licensor shall provide Licensee with written notice specifying the breach in reasonable detail. If Licensee fails to fully cure the breach within fourteen (14) days of receiving such notice, Licensor may terminate this Agreement with immediate effect. Examples of breaches subject to a cure period include failure to notify Licensor of a corporate restructuring within the required period (Section 2.4) or failure to confirm deletion of Software copies within the required period (Section 3.5).

3.3.3. Where Licensee disputes in good faith whether a breach has occurred, Licensee must notify Licensor in writing within five (5) business days of receiving a termination or cure notice, setting out the basis of the dispute in reasonable detail. Upon receipt of such notice, Licensor shall not action termination for a further fourteen (14) days while the dispute is being assessed in good faith by both parties. If the parties cannot resolve the dispute within that fourteen (14) day period, either party may refer the matter to senior management representatives of each party for a further five (5) business days of escalated discussion, after which Licensor may proceed with termination. Raising a dispute does not relieve Licensee of its obligation to remedy the alleged breach during the dispute period.

3.3.4. Termination under this Section 3.3 does not affect any other rights or remedies available to Licensor under this Agreement or applicable law.

3.4. Licensor may terminate rental licenses only for convenience by providing thirty (30) days' written notice. In such case, Licensee is entitled to a pro-rata refund of any pre-paid rental fees for the remaining period after the effective termination date, in accordance with Section 11. Perpetual purchase licenses may not be terminated by Licensor for convenience.

3.5. Upon termination for any reason, Licensee must immediately cease all use of the Software and permanently delete all copies, including back-ups, from all systems. Licensee shall confirm deletion in writing within five (5) business days of termination.

3.6. Sections 2.3, 2.7, 7, 9, 10, 11, 13, 14, and 16 survive termination.

4. Fee and Payment

4.1. In consideration of the license granted under Section 2, Licensee shall pay Licensor the applicable license fee as stated in the invoice. Non-payment constitutes a material breach of this Agreement under Section 3.3.1.

4.2. All fees are stated net, excluding VAT and any applicable taxes, which shall be borne solely by Licensee. This Agreement is deemed concluded upon receipt of the first payment.

4.3. Rental – License fees are calculated monthly and invoiced quarterly in advance. Payment is due within fourteen (14) days of invoice date. Consequences of non-payment are set out in Sections 4.6 and 3.3.1.

4.4. Purchase – The full license fee is due upon invoicing. Until full payment is received, the license granted under Section 2 shall not take effect and Licensee shall have no right to use the Software.

4.5. Licensor may adjust rental pricing annually, effective at the start of the next billing period, with thirty (30) days' prior written notice, subject to the following:

4.5.1. Standard increases – Price increases of up to 5% per year take effect automatically unless Licensee notifies Licensor in writing of termination within thirty (30) days of receiving notice of the increase.

4.5.2. Increases due to Substantial New Functionality – Where a price increase exceeds 5% and is directly attributable to the addition of Substantial New Functionality to the Software (hereinafter: Feature-Driven Increase), such increase may exceed the 5% threshold without requiring Licensee's written consent, provided that: (i) Licensor specifies in the notice, at Licensor's reasonable discretion, the new functionality that justifies the increase with reasonable detail; (ii) the increase does not exceed 25% in any single annual adjustment; and (iii) Licensee retains the right to terminate the Agreement in writing within thirty (30) days of receiving such notice if it does not wish to accept the new pricing. If Licensee does not terminate within this period, the Feature-Driven Increase is deemed accepted.

4.5.3. For the purposes of this Agreement, "Substantial New Functionality" means one or more new features or capabilities added to the Software that: (i) materially expand the documented feature set of the module beyond its scope at the time the Licensee's current license was concluded; (ii) provide meaningful additional business value to the Licensee, such as new integration capabilities, new automation features, new data processing functions, or new output channels; and (iii) are documented in Licensor's official release notes. The addition of bug fixes, performance improvements, security patches, or minor UI changes does not constitute Substantial New Functionality, whether individually or in combination.

4.5.4. Price increases exceeding 25% per year, or increases not attributable to a standard adjustment or Substantial New Functionality as defined in Section 4.5.3, require Licensee's prior written consent.

4.5.5. Feature-Driven Increases may not be applied in more than two (2) consecutive annual periods without Licensee's prior written consent.

4.6. Where payment remains overdue by more than fourteen (14) days following a written payment reminder, overdue amounts shall accrue interest at the statutory rate applicable under German law (§ 288 BGB) from the original due date. Following the expiry of the fourteen (14) day reminder period, Licensor additionally reserves the right to suspend access to the Software until full payment is received.

4.7. Licensee may not withhold or offset payments against any counterclaims unless such counterclaims are undisputed or have been established by a final court judgment or arbitration award.

5. Support

5.1. Licensor provides limited free support (hereinafter: Basic Support) as follows:

Purchase: 12 months from delivery;
Rental: for the duration of the active subscription.

5.2. Basic Support covers:

Assistance with documented usage questions related to installation and configuration, but not the performance of installation or configuration services (see Sections 5.4 and 5.4.1);
Reproducible unexpected behavior (defects) of the unmodified Software;
Questions related to the documented functionality of the Software.

5.3. Basic Support is provided exclusively via email. No telephone or hotline support is provided. Licensor aims to respond within five (5) business days but does not guarantee any specific response time or resolution time.

5.4. The following are expressly excluded from Basic Support at no charge:

Support for Software that has been modified by Licensee or a third party;
Support for integrations with third-party software not provided by Licensor;
Installation and configuration services of any kind — including initial setup, server configuration, environment configuration, module activation, connection to third-party systems, and any other configuration tasks — regardless of whether the Software is purchased or rented;
Training and consulting;
Support for environments where Licensor's other required Software is not properly installed or configured.

5.4.1. For the avoidance of doubt: neither the purchase nor the rental of the Software includes any installation, setup, or configuration services. These services are available exclusively as Additional Services under Section 6 and are subject to separate agreement and billing at Licensor's standard rates.

5.5. Service levels, guaranteed response times, and extended support are available exclusively under a separate Software Maintenance and Support Agreement (SMSA).

6. Additional Services

6.1. Services not covered under Section 5, including but not limited to training, consulting, custom programming, implementation, configuration, on-site support, and extended support, are additional services subject to separate agreement and billing.

6.2. The General Terms and Conditions (GTC) of Licensor apply to all additional services. In the event of a conflict, the GTC prevail over this Agreement with respect to additional services only.

7. Defect Claims

7.1. Licensee must examine the Software within ten (10) business days of delivery and report any obvious defects in writing within that period. The examination period begins only once the Software is in a functional state in the intended environment. Failure to report within this period constitutes acceptance of the Software as delivered, and Licensee waives all claims based on defects discoverable during such examination.

7.2. Hidden defects must be reported in writing within ten (10) business days of discovery, and in any event no later than the end of the warranty period under Section 7.7.

7.3. Defect notifications must include a comprehensible description of the error symptoms, steps to reproduce the defect, and supporting materials (screenshots, logs, recordings) in a form reasonably specified by Licensor from time to time, such as via Licensor's support ticket system. Defect reports that cannot be reproduced by Licensor shall be deemed invalid.

7.4. Licensor shall remedy confirmed defects at its sole discretion by repair or replacement. Licensor is entitled to at least two (2) attempts at remedy before any further claims arise.

7.5. If a reported defect cannot be reproduced or is found not to be a defect in the Software, Licensor shall notify Licensee before commencing detailed investigation and provide an estimate of the investigation costs based on Licensor's then-current published hourly rate. Licensee may withdraw the defect report within two (2) business days of receiving such estimate at no charge. If Licensee does not withdraw the report within this period, investigation proceeds and all costs incurred shall be borne in full by Licensee at Licensor's then-current published hourly rate.

7.6. Defects caused by Licensee's modifications, third-party integrations, incompatible infrastructure, or improper use shall be remedied exclusively at Licensee's expense at Licensor's then-current published hourly rate.

7.7. The warranty period is twelve (12) months from delivery. After expiry of the warranty period, all defect claims are excluded.

7.8. Defect claims are excluded in full if the Software has been modified by Licensee or a third party.

7.9. Except as set out in this Section, the Software is provided "AS IS" without warranties of any kind. Licensor expressly disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, to the fullest extent permitted by applicable law.

8. Updates

8.1. Rental – Hotfixes, patches, updates, and upgrades are provided continuously for the duration of an active subscription.

8.2. Purchase – Updates are included free of charge for the first twelve (12) months after purchase.

8.3. After the initial 12-month period, Licensee may purchase an additional 12-month update package for 25% of the then-current purchase price, provided that update packages have been purchased consecutively without any lapsed period since the initial 12-month free update period. Update packages must be renewed consecutively; lapsed coverage cannot be reinstated retroactively.

8.4. Licensor may, at its sole discretion, change, add, or remove features in any update. No specific feature set is guaranteed to be maintained across versions. Such changes do not constitute a defect or basis for refund. Licensee is strongly advised to review release notes before applying updates in productive environments.

9. Limitation of Liability

9.1. To the maximum extent permitted by applicable law, Licensor's total aggregate liability to Licensee under or in connection with this Agreement shall not exceed the total fees actually paid by Licensee to Licensor in the three (3) months immediately preceding the event giving rise to the claim, with a minimum floor of €10,000. This cap applies to all claims in aggregate, regardless of legal theory, except as set out in Section 9.3. For data loss claims specifically, Section 9.4 applies.

9.2. Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, business interruption, or reputational harm, regardless of whether Licensor was advised of the possibility of such damages and regardless of the legal theory. This exclusion applies globally and to the fullest extent permitted under the laws of any applicable jurisdiction. Liability for loss or corruption of data is governed exclusively by Section 9.4 and is not covered by this Section 9.2.

9.2.1. Where mandatory applicable law in a specific jurisdiction prohibits the exclusion of certain damages (e.g., death or personal injury caused by negligence under English law, or equivalent mandatory provisions), such exclusion shall be limited only to the minimum extent required by that mandatory law, and all other exclusions and limitations in this Section 9 shall remain in full force.

9.3. The limitations in Sections 9.1 and 9.2 do not apply in cases of intentional misconduct or gross negligence by Licensor, or to liability that cannot be excluded under mandatory applicable law. For data loss specifically, Section 9.4.2 governs the interaction between this carve-out and the data loss exclusion.

9.4. Exclusion of Liability for Data Loss – To the maximum extent permitted by applicable law, Licensor shall not be liable for any loss, corruption, destruction, or unavailability of data, including but not limited to:

Loss of product data, digital assets, or content stored in or processed by the Software;
Loss resulting from software errors, bugs, crashes, or failed updates;
Loss resulting from inadequate or absent backups;
Loss resulting from third-party integrations, infrastructure failures, or Force Majeure Events (as defined in Section 15.1);
Loss resulting from any act or omission of Licensor, its employees, agents, or subcontractors in cases of ordinary negligence.

9.4.1. Licensee is solely and exclusively responsible for maintaining adequate, regular, and verified data backups at all times. The implementation and operation of a proper backup and recovery strategy is a prerequisite for using the Software. Where data loss occurs and Licensee has maintained proper backups, any liability of Licensor for the cost of data restoration is limited to the amount specified in Section 9.1.

9.4.2. The exclusion of data loss liability in Section 9.4 applies to the fullest extent permitted by applicable law, including in cases of ordinary negligence. In cases of intentional misconduct or gross negligence by Licensor, liability for data loss is not excluded in its entirety but remains subject to the cap set out in Section 9.1.

9.5. Licensee acknowledges that the Software is a complex product and that minor defects do not constitute grounds for termination, price reduction, or damages. For the purposes of this Agreement, a "minor defect" means a defect that does not prevent or materially impair the core documented functionality of the Software, including but not limited to cosmetic issues, non-critical UI inconsistencies, or reduced performance that does not affect the primary use of the Software.

10. Intellectual Property & Confidentiality

10.1. Licensor warrants that, to its knowledge, the Software does not infringe third-party intellectual property rights. If a third-party claim arises, Licensor may, at its option, modify the Software to remove the infringement, obtain a license, or terminate this Agreement with a pro-rata refund of pre-paid rental fees, in accordance with Section 11. No refund applies to purchase licenses upon such termination.

10.2. All intellectual property rights in and to the Software, including all original code, remain exclusively with Licensor. Licensee obtains no ownership rights whatsoever. With respect to modifications made by Licensee, Licensor is granted a perpetual, irrevocable, worldwide, royalty-free license as set out in Section 2.6.

10.3. Licensee shall treat the source code and all technical documentation as strictly confidential. Licensee shall implement appropriate technical and organizational measures to prevent unauthorized access, use, or disclosure of the source code.

10.4. Confidentiality obligations survive termination of this Agreement for a period of five (5) years.

11. No Refunds

11.1. As the Software is delivered as an intangible digital good and access is granted immediately upon payment, Licensee is not entitled to any refund, rebate, compensation, or restitution in the following circumstances:

Licensee's decision not to use the Software;
Licensee's technical environment being incompatible;
Licensee's dissatisfaction with features or functionality;
Termination by Licensee before the end of a rental period for reasons other than Licensor's uncured material breach;
Termination by Licensor for convenience under Section 3.4 (rental only; pro-rata refund of pre-paid fees applies in that case);
Termination due to a Force Majeure Event under Section 15.3 (pro-rata refund of pre-paid rental fees applies; no refund for purchase licenses).

11.2. Where Licensee terminates this Agreement due to Licensor's material breach that Licensor has failed to cure within thirty (30) days of written notice, Licensee shall be entitled to a pro-rata refund of pre-paid rental fees for the remaining period. No refund applies to purchase licenses except as required by mandatory applicable law or as provided under Section 7 following exhaustion of all defect remedies.

11.3. Notwithstanding Section 11.1, Licensee retains statutory rights to a remedy in the event of a confirmed, unremedied material defect for which all remedies under Section 7 have been exhausted. This Agreement does not exclude or limit mandatory statutory rights that cannot be waived under applicable law.

12. Pre-Purchase Software Evaluation

12.1. This Section governs the optional provision of a free evaluation copy of the Software exclusively for the purpose of pre-purchase assessment, prior to any payment being made. It does not apply to, and confers no rights in connection with, any paid license. The Evaluation Period is entirely separate from and does not form part of, or create any conditions upon, any subsequent paid license. In particular, completion or expiry of an Evaluation Period does not entitle Licensee to return the Software or claim a refund under any paid license subsequently concluded.

12.2. Licensor may, at its sole discretion, provide a free evaluation copy of the Software for a period of thirty (30) days (hereinafter: Evaluation Period), unless a different period is agreed in writing. Once an Evaluation Period has been granted in writing, it may not be shortened by Licensor without Licensee's prior written consent.

12.3. During the Evaluation Period, the Software may only be used internally to assess whether it meets Licensee's requirements. No productive, commercial, or third-party use is permitted.

12.4. Evaluation copies are provided as object code only; source code is not provided during evaluation. This constitutes an express exception to Section 1.4.

12.5. Upon expiry of the Evaluation Period, Licensee must immediately cease use and permanently delete all copies in accordance with Section 3.5. Continued use after the Evaluation Period without a valid paid license constitutes a material breach under Section 3.3.1 and entitles Licensor to claim liquidated damages equivalent to three (3) times the standard annual license fee for the Software in question, in addition to any other available remedies.

13. Indemnification

13.1. Licensee shall defend, indemnify, and hold harmless Licensor and its employees, officers, and affiliates from and against any and all third-party claims, damages, losses, costs, and expenses (including reasonable legal fees) directly and primarily caused by:

Licensee's use of the Software in material violation of this Agreement;
Any modification of the Software by Licensee or third parties engaged by Licensee;
Any integration of the Software with third-party software by Licensee, where such integration is the direct and primary cause of the claim;
Any breach of Licensee's confidentiality obligations under Section 10.

13.2. The indemnification obligation in Section 13.1 does not apply to the extent that a claim arises from Licensor's own acts or omissions, including defects in the unmodified Software or Licensor's breach of this Agreement.

14. Data Protection

14.1. To the extent that the Software processes personal data on behalf of Licensee within the meaning of Art. 4(2) GDPR, Licensee acts as the data controller and Licensor as the data processor. In such cases, the parties are required to enter into a Data Processing Agreement (DPA) in accordance with Art. 28 GDPR prior to any productive use of the Software involving personal data. Productive use of the Software that involves processing of personal data may not commence until a valid DPA is in place. Licensor will provide a standard DPA upon written request. Commencement of productive use involving personal data without a valid DPA in place constitutes a material breach of this Agreement under Section 3.3.1.

14.2. Licensee is solely responsible for ensuring that its use of the Software complies with all applicable data protection laws, including but not limited to the GDPR (EU) 2016/679, the UK GDPR, the California Consumer Privacy Act (CCPA), and any other applicable national or regional data protection legislation. Licensor makes no representation that the Software is compliant with any specific data protection regime outside the EU, and Licensee must independently verify compliance requirements applicable in its jurisdiction.

15. Force Majeure

15.1. Licensor shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond Licensor's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action, cyberattacks, internet or infrastructure outages, epidemics, pandemics, or failures of third-party service providers (hereinafter: Force Majeure Event).

15.2. Licensor shall notify Licensee as soon as reasonably practicable upon becoming aware of a Force Majeure Event. Licensor's obligations shall be suspended for the duration of the Force Majeure Event.

15.3. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the Agreement upon written notice without liability, in accordance with Section 11. Licensee shall be entitled to a pro-rata refund of pre-paid rental fees for the affected period. No refund applies to purchase licenses upon termination due to a Force Majeure Event.

16. Final Clauses

16.1. Licensor reserves the right to modify the Software's features, specifications, release dates, and licensing terms at any time, subject to Section 4.5 with respect to rental pricing adjustments. Existing licenses are unaffected except as provided in Section 4.5.

16.2. Licensee consents to being identified as a customer of Licensor and agrees that Licensor may use Licensee's name, trade name, or trademark solely on Licensor's website and in Licensor's standard marketing materials (such as customer lists, case study references, and product presentations), but not in paid advertising, sponsored content, or press releases without Licensee's prior written consent. Licensee may withdraw its general consent under this Section in writing at any time with effect for the future; withdrawal does not require Licensor to remove or modify materials already published or distributed prior to receipt of the withdrawal notice.

16.3. This Agreement, together with any applicable invoice, DPA, and individually negotiated written addenda signed by both parties after the date of this Agreement, constitutes the entire agreement between the parties regarding the Software and supersedes all prior oral and written agreements, representations, or understandings. Written addenda signed by both parties after the date of this Agreement shall prevail over this Agreement to the extent of any conflict.

16.4. In the event of a conflict between this Agreement and any individually negotiated written agreement between the parties, the terms of the individually negotiated agreement shall prevail solely to the extent of the conflict.

16.5. This Agreement is governed exclusively by the laws of the Federal Republic of Germany, without reference to its conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded in its entirety. Where mandatory provisions of applicable law in Licensee's jurisdiction cannot be contractually waived (including overriding mandatory provisions within the meaning of Art. 9 of Regulation (EC) No 593/2008 (Rome I)), such provisions shall apply only to the minimum extent required, and German law shall govern all remaining matters.

16.5.1. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is the registered seat of AtroCore GmbH. Licensor additionally reserves the right to bring claims against Licensee before the courts of Licensee's place of business or registered seat.

16.5.2. Export Control – Licensee is solely responsible for ensuring that its use of the Software complies with all applicable export control laws and regulations, including but not limited to EU export regulations (EU Dual-Use Regulation 2021/821), the U.S. Export Administration Regulations (EAR), and any applicable sanctions regimes. Licensee warrants that it is not located in, operating from, or acting on behalf of any person or entity in a country subject to EU or UN sanctions. Licensor bears no liability for Licensee's non-compliance with export control obligations.

16.6. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

16.7. Amendments to this Agreement must be in writing and signed by both parties to be effective. This written form requirement may itself only be waived by a written instrument signed by both parties.

16.8. Licensee is responsible for retaining a valid copy of this Agreement for its own records.