Definitions

1.1 "GTC" are defined in Section 2.1

1.2 "Modifications" are defined in Section 4.4

1.3 "Analytics" are defined in Section 6.5

1.4 "Application" is defined in Section 2.1

1.5 "Contract Form" is defined in Section 3.3

1.6 "Documentation" means the then-current documentation provided by Beam, in writing or electronically, including the Statement of Work, regarding the features, functions and use of the Application and/or the Hosted Environment

1.7 "Receiving Party" is defined in Section 12.1.2."

1.8 New Rights" are defined in Section 6.1."

1.9 Action" means both a doing and an omission.

1.10 "Force Majeure" is defined in Section 11.3.

1.11 "Customers" are defined in Section 3.1.

1.12 "Disclosing Party" is defined in Section 12.1.2.

1.13 "Parties" means the Customer and Beam.

1.14 "Representative" is defined in Section 12.1.5.

1.15 "SaaS" means Software as a Service.

1.16 "Services" are defined in Section 3.3.

1.17 "Contract" is defined in Section 2.3.

1.18 "Contract Form" is defined in Section 3.3.

1.19 "Confidential Information" is defined in Section 12.1.2.

1.20 "Pre-Existing Components" are defined in Section 6.1.2

1.21 “Erfüllungsgehilfen” are defined in Section 11.1.

1.22 “BGB” is defined in Section 10.1.

1.23 “DPA” is defined in Section 12.2

Scope, order of precedence of contractual documents

2.1 These General Terms and Conditions ("GTC") shall apply to the SaaS Services provided by Beam AI Inc., 447 Broadway, 10013 New York, US ("Beam") and to any further Services agreed upon between Beam and the Customer. SaaS Services include software solution(s) offered via the Internet ("Application").

2.2 The Customer's general terms and conditions shall not apply in connection with the provision of Services by Beam, even if Beam does not expressly object to them. In particular, general terms and conditions shall not become part of the Contract even if Beam begins to provide the service without objecting to any general terms and conditions referred to by the Customer.

2.3 The following order of precedence of the individual contractual documents (collectively, the "Contract") shall apply:the contract form the service schedule; the data processing agreement regarding processing of personal data (if agreed),these GTC.In the event of any contradictions or inconsistencies, the documents listed first in the order of precedence take precedence over those listed next in the order of precedence. If documents are listed at the same level, the more recent document takes precedence over the older document.

Service description, commissioning

3.1 Beam offers applications that enable companies and corporate groups ("Customers") to collect personal data and personally identifiable information, to manage such data, to implement data protection requirements and to automate relevant processes with the aim of increasing legal compliance and security in the handling of such data.

3.2 Additional Services besides the provision of the Application as SaaS service shall be provided by Beam only insofar as they are expressly agreed upon. Such additional Services shall be provided as general services, not work services, unless expressly agreed otherwise.

3.3 The characteristics and functionality of the Services to be provided by Beam are specified in the contract form of Beam ("Contract Form") and the documents referred to in the Contract Form, including the service schedule and these GTC. "Services" means all consulting, configuration, implementation, deployment, operation, hosting and support services provided by Beam in relation to the agreed Application. Beam shall not be obliged to provide any Services or performance features not stipulated in the Contract.

3.4 The order for the provision of the Application and other Services is made via the Contract Form.

Provision, operation and support of the Application

4.1 The provision of the Application shall be deemed to have taken place as soon as Beam provides the Customer with web-based access to the Application.

4.2 The support times, the average availability of the Application and the other service levels are stipulated in the agreed service schedule. If the customer opts for an application managed by him (on-premise), the functionality and scope are based solely on the development status at the time of delivery.  

4.3 System notifications and information from Beam relating to the operation, hosting or support of the Application may also be made available within the Application as well as transmitted to the Customer in electronic form.

4.4 Beam shall be entitled at any time to further develop, restrict or reduce the functionalities of the Application ("Modifications"). Beam shall inform the Customer about Modifications within a reasonable period of time. Modifications shall be communicated to the Customer either by e-mail, within the Application or by any other means of communication chosen by Beam. If, as a result of the Modification, the Application cannot be used by the Customer for the contractually agreed or assumed purposes, or can only be used by the Customer with severe restrictions, the Customer shall have a special right of termination. A restriction is deemed to be severe if the Application is no longer suitable for the purposes of the Customer which have been recognizable for Beam and have become the basis of the Contract. The Customer shall exercise the special right of termination within [one (1) month] after becoming aware of the planned Modification by written declaration to Beam. In this case, the contractual relationship shall end on the day on which the Modification comes into effect, at the earliest, however, upon receipt of the notice of termination by Beam. The special termination shall not become effective if Beam refrains from implementing the Modification to the Application.

Place and time of performance

5.1 The place of performance for the provision of the Application shall be the location of the servers operating the Application. In all other respects, Beam shall provide the contractual Services at the registered office of Beam or its subsidiaries.

5.2 Insofar as dates for implementation or completion are agreed, these dates shall only be binding for Beam if they are expressly designated as binding in writing. Otherwise, the dates shall serve as planning parameters for Beam.

‍Intellectual property, rights of use

6.1 Material property

• 6.1.1 Beam shall remain the owner of all intellectual property rights in the Application and the results of other Services. All intellectual property rights associated with or embodied in or resulting from the Application ("New Rights") shall belong exclusively to Beam. This shall also apply if New Rights are based on suggestions, specifications, feedback, requirements, ideas, contributions, comments or other input of the Customer, the users or third-parties. New Rights do not include data of the Customer that is processed via the Applications. Unless otherwise agreed, in relation to Beam, the Customer shall exclusively be entitled to all rights in and in relation to the aforementioned Customer data.

• 6.1.2 Under no circumstances shall the Customer be granted exclusive rights of use to pre-existing components. "Pre-Existing Components" shall mean, in addition to the Application, all components of software developments or other work results developed by Beam or a third-party prior to and/or independently of the Contract. Beam or the third-party shall remain the sole material owner of the Pre-Existing Components.

6.2 License for the Application

• 6.2.1 Beam grants the Customer the non-exclusive right to use the Application and related developments of Beam for its own business purposes for the duration of the Contract. Further specifications result from the agreed Contract Form and service schedule. The Customer shall comply with the agreed scope of the license, that may stipulate a limited use of the license with regard to the users authorized to use and/or areas of use of the Application. The right of use shall arise upon payment of the first fee due.

• 6.2.2 In the event that the agreed scope of the license is exceeded, Beam shall be entitled to demand additional remuneration in accordance with the provisions of the Contract Form. If no remuneration has been agreed in the respective Contract Form for cases where the scope of the license granted in the Contract Form is exceeded, Beam shall be entitled to demand an additional remuneration which shall be based on the license fee agreed between the Parties in proportion to the agreed scope of the license. Any further claims for damages shall remain unaffected.

• 6.2.3 The Customer is not allowed to copy, translate, disassemble, decompile, reverse engineer or otherwise modify any Application, in whole or in part, or create derivative works therefrom; provided that the Documentation may be copied for internal use to the extent necessary use an Application in a way that violates applicable law, in particular the transmission of information and data that is illegal or infringes the intellectual property rights of third-parties jeopardize or circumvent the operation or security of the Application. The Customer is liable for the actions of users to whom Customer has provided access to the Application as for its own actions.

6.3 Results of other Services

• 6.3.1 With regard to other results of Beam Services, the Customer shall be granted the non-exclusive and permanent right to use these results for Customer’s own business purposes.

6.4 Analytics data

• 6.4.1 Subject to the conditions set forth in this section, Beam may create anonymized analytics with aggregated data for which (in part) data of the Customer and information resulting from the use of the Application by the Customer and the users are used (“Analytics”). The data is anonymized and aggregated for the Analytics so that it is impossible to draw conclusions about individual companies or natural persons. The Analytics data is used for [product enhancements, resource and support enhancements, product performance improvements, security and data integrity reviews, new product creation, marketing purposes, and benchmarking ]. The Analytics and the process of anonymization are carried out in accordance with the regulations of the General Data Protection Regulation.

Remuneration and billing modalities

7.1 License fees

• 7.1.1 The ongoing fees are billed in advance by calendar month, unless otherwise agreed. If a service begins or ends within a billing period, the relevant billing period will be billed on a pro rata basis.

• 7.1.2 Services remunerated on a time and material basis shall be invoiced in arrears by calendar month, unless otherwise agreed.

• 7.1.3 Beam shall be entitled to adjust the current fees and other rates of remuneration in compliance with the following principles: a. Beam shall be entitled to change remuneration rates to a reasonable extent with a notice period of two (2) months with effect from January 1 of a calendar year by means of a written adjustment notification to the Customer in order to compensate for cost increases and functional expansions. b. In case of doubt, the adjustment of the remuneration rates shall be reasonable if the currently agreed remuneration rates are not increased by more than 5%. c. If the adjustment is not reasonable, the Customer shall have a right of objection. If the Customer does not exercise the right of objection in writing within four (4) weeks after receipt of the notice of adjustment, the new rates of remuneration shall be deemed agreed. If the Customer exercises the right of objection in due time, Beam shall have the option to terminate the Contract within four (4) weeks after receipt of the objection.

7.2 Remuneration for other Services

• 7.2.1 If additional Services are commissioned, invoicing shall generally take place after the Services have been rendered, unless the Parties agree otherwise. Services that are billed on the basis of time and effort shall be billed monthly in arrears.

7.3 Billing modalities

• 7.3.1 All prices quoted by Beam or listed in the Contract are stated without value added tax. If VAT is payable, the statutory VAT applicable at the time of delivery shall be added to the net price shown.

• 7.3.2 All remunerations shall be due for payment within seven (7) days after invoicing. After expiry of the payment period, the Customer shall be in default. Beam shall be entitled to charge interest on arrears from the date of default in the amount of the applicable default interest rate.

• 7.3.3 Beam shall, at its own discretion, provide the Customer with the invoice by mail or transmit the invoices to the Customer electronically (e.g. in PDF format via e-mail). The Customer agrees to electronic billing.

• 7.3.4 The Customer may only offset uncontested or legally established claims and may only base a right of retention on uncontested or legally established claims.

Cooperation obligations of the Customer

8.1 The general obligations of the Customer to cooperate are listed below. Further obligations of the Customer to cooperate may result from the Contract Form and individual agreements between Beam and the Customer.

8.2 The Customer shall cooperate in the performance of the contractual obligations to the extent necessary and free of charge. In particular, the Customer shall provide Beam with all information, data, contents and documents required for the performance of the Services, which Beam requires for the execution of the Contract.

8.3 The Customer shall inform itself and keep itself informed about the essential functional features of the Application as well as its technical requirements (e.g. with regard to hardware requirements, operating systems, supported browser versions, interfaces). The Customer shall be responsible for ensuring that the Customer's IT systems meet the technical requirements and are up to date. Beam shall not assume any responsibility for the correct display and functioning of the Application if the user uses an Internet browser which is not supported by the Application or which is not up to date.

8.4 The Customer is solely responsible for its IT infrastructure. In particular for its installation and operation. The Customer shall bear all expenses required for the installation and operation of its IT infrastructure itself.

8.5 The Customer shall bear the risk that the Applications as well as the associated Services meet its requirements and can be used for its economic purposes. The Customer shall be verify that the way in which Beam applies the relevant legal and official regulations applicable to the Customer also corresponds to the interpretation and legal opinion of the Customer. 

8.6 If the Customer uses software which is not provided by Beam, the Customer shall ensure that it has all rights of use to such software which it uses in connection with the Services of Beam.

8.7 The Customer shall treat its access data to its user account as confidential and shall not make them accessible to third-parties. The Customer shall be responsible for any actions carried out under a user account in connection with the password of the respective user. The Customer shall be liable to Beam for actions of the users.

8.8 The Customer shall take reasonable precautions in the event that the Application does not function or does not function properly. In this context, the Customer shall regularly perform data backup checks. The Customer is solely responsible for the regular and complete backup of its business-relevant data and documents.

8.9 The Customer is responsible for ensuring that the information and documents posted by him in the Applications are correct and free of any malware such as viruses, worms, Trojans, etc.. The Customer is liable for any damage caused by incorrect information and documents. The Customer is responsible for ensuring that the information and documents are uploaded in accordance with the applicable legal provisions.

8.10 If files are uploaded, the Customer must ensure that the file format, file name and file size are supported by the Application. Beam is not responsible for the success of the upload of the respective file.

8.11 All content provided by the Customer must not contain any harassment, insults, disparagement, unlawful threats, defamatory criticism or untrue statements of fact. Other violations of the rights of third-parties are also prohibited, as is the provision of criminal or otherwise unlawful, discriminatory, racist, violent glorifying or youth-endangering content. If users act contrary to these provisions, Beam is entitled to terminate the Contract extraordinarily or to temporarily deactivate or block the user account.

8.12 If the Customer fails to comply or fails to properly comply with required obligations to cooperate, the obligation of Beam to provide Services shall lapse to the respective extent and for the respective period of time during which the provision of Services by Beam is dependent on the prior performance of the Customer's obligations to cooperate.  Beam shall be entitled to demand compensation for any additional expenses incurred due to a missing or delayed act of cooperation.

Assertion of industrial property rights by third-parties

9.1 If a third-party claims that the use of the Application infringes the property rights of a third-party, the Customer shall immediately inform Beam thereof in writing and in detail. If the Customer discontinues the use of the Application in order to mitigate damages or for other reasons, the Customer shall inform the third-party that the discontinuation of use does not constitute an acknowledgement of the alleged infringement of property rights.

9.2 The Parties will assist each other to the best of their ability to defend their rights against the third-party and to defend against the alleged infringement or to enter into a commercially reasonable settlement.

‍Warranty

10.1 Unless otherwise expressly agreed in writing, the provision of Services (in particular development, customizing and implementation services, consulting, training and data export services) shall be governed by the law relating to contracts for services pursuant to Sections 611 et seq. of the German Civil Code (“BGB”). If a service is not provided in accordance with the Contract and if Beam is responsible for this, Beam shall be obliged to provide the service in accordance with the Contract within a reasonable period of time without any additional costs for the Customer. The prerequisite for this is a written complaint by the Customer.

10.2 All information on the Services shall not constitute a guarantee for the quality of the Services, unless a guarantee has been expressly agreed in writing. A certain quality of the Services cannot be derived from advertising materials or public statements if their specific content has not been expressly confirmed by Beam in writing.

10.3 The following warranty provisions shall apply to the provision of the Application in deviation from the aforementioned Section 10.1

• 10.3.1 Malfunctions shall be notified in writing, by comprehensibly describing the defective mode of operation, as far as possible substantiated by records or other documents illustrating the defects. The notice of defect must allow the reproduction of the defect. The Customer's statutory obligations to inspect and give notice of defects shall remain unaffected.

• 10.3.2 Beam does not assume any warranty for the correct display and functioning of the Application if the Customer uses a web browser which Beam does not support or which is not up to date.

• 10.3.3 A material defect shall only exist if the Application deviates in essential parts from its documentation or contractually agreed nature.

• 10.3.4 In the event of a material defect, Beam shall be entitled to remedy the defect by providing a new version or an update within the scope of Beam' version, update and upgrade planning. The remedy of the defect may also consist in Beam showing the Customer reasonable possibilities to avoid the effects of the defect.

• 10.3.5 In the event of defects of title, Beam shall, at its own discretion, either (i) procure for the Customer the right to use the Service as agreed or (ii) modify the Service a way that the allegation of infringement is invalidated, but the contractual use of the Customer is not unreasonably impaired thereby.

• 10.3.6 A right to perform self-help remedies, in particular according to Section 536a paragraph 2 BGB, does not exist.

• 10.3.7 The warranty is excluded if the malfunctions are due to the fact that a. the Customer or the users authorized by the Customer have used the Application improperly; whereby improper use shall be deemed to exist, in particular, if the service is not used in accordance with an existing documentation. b. the Customer has not performed cooperation obligations or has not performed them in a timely manner.

• 10.3.8 If Beam renders Services for troubleshooting or correcting malfunctions without being obliged to do so, Beam shall be entitled to demand an expense-related remuneration to a reasonable extent. This shall apply in particular if a reported material defect cannot be reproduced or if the warranty is excluded pursuant to Section 10.3.7 or if it subsequently turns out that there was no defect.

10.4 Warranty claims of the Customer become barred by limitation within one year. In this case, the limitation period begins with the transfer of the defective object of performance. In contrast, the statutory limitation period shall apply if the defect was caused intentionally or by gross negligence, if an injury to life, limb or health has occurred because of a defect caused by slight negligence or if a guarantee has been assumed for the quality of the contractual performance.

10.5 Any liability for damages and wasted expenditures shall be governed exclusively by Section 11.

Liability

11.1 Customer’s liability

• 11.1.1The Customer is liable for intent and negligence. The Customer shall be liable for the conduct of its employees (persons employed in performing a contractual obligation for whom the employer Is vicariously liable), corporate agents, users and representatives in the same way as for its own conduct.

11.2 Liability of Beam

• 11.2.1 Beam shall be liable without limitation for intent and gross negligence. In all other respects, the limitations stipulated in Sections 11.2.2 to 11.2.7 shall apply.

• 11.2.2 Beam shall be liable for the negligent breach of obligations the fulfilment of which is essential for the proper performance of the Contract, the breach of which endangers the achievement of the purpose of the Contract and the observance of which the Customer may regularly rely on. In the latter case, however, Beam shall only be liable for the foreseeable damage typical for the Contract. Beam shall not be liable for the negligent breach of obligations other than those mentioned in the preceding sentences.

• 11.2.3 The liability for damages and reimbursement of wasted expenditures shall be limited per case of breach to the contract value of one contract year or EUR 25,000.00, whichever maximum sum is lower. If, however, the term of the Contract is less than one year, liability shall be limited to the remuneration paid by the Customer, unless the remuneration paid is higher than the liability sum expressly quantified hereinabove. In the event of several cases of breaches in one contract year, the liability of Beam 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 remuneration paid or to EUR 50,000.00, whichever maximum sum is lower.

• 11.2.4 Loss of profit shall not be reimbursed by Beam. In the event of data loss, Beam shall only reimburse the costs of recovery up to the amount that would have been incurred for the recovery of the data if it had been properly and regularly backed up.

• 11.2.5 The strict liability for defects already existing at the time of conclusion of the Contract pursuant to Section 536a para. 1 BGB is excluded.

• 11.2.6 Insofar as liability is excluded or limited according to this section, this exclusion or limitation shall also apply to the personal liability of the employees, “Erfüllungsgehilfen” and corporate agents of Beam and all subcontractors of Beam.

• 11.2.7 The exclusions of liability pursuant to this Section 11.2 shall not apply in the event of injury to life, body and health or insofar as Beam has assumed a guarantee. Liability under the Product Liability Act shall remain unaffected.

11.3 Force Majeure

• 11.3.1 Neither Party shall be liable to the other Party for any failure or delay in its performance under the Contract due to Force Majeure. "Force Majeure" means any circumstances beyond the reasonable control of either Party, including but not limited to war, terrorist attacks, natural disasters, pandemics (including but not limited to COVID-19 and new mutations), accidents, industrial action; acts of third-parties or official measures or measures by the public authorities and/or courts to the extent that these are not based on fault of the Party whose performance fails to take place or is delayed.The circumstances existing at the time of signing the Contract due to the Corona Pandemic shall not be deemed to be an event of Force Majeure within the meaning of this Section 11.3. The Parties undertake, in the event of an intensification of measures to combat the Corona pandemic after the conclusion of the Contract, to keep the impairments to the provision of Services caused thereby as low as possible. The respective Party shall only be released from the performance of its obligations due to intensification of measures in connection with the Corona Pandemic to the extent that the performance of the service is objectively impaired or impossible.

11.4 Limitation

• 11.4.1 In the event of liability due to intent, gross negligence, personal injury or under the Product Liability Act, the statutory limitation periods shall apply. Otherwise, all claims for damage or reimbursement of futile expenses of the claimant in case of contractual and non-contractual liability shall be subject to a limitation period of one year. The limitation period shall commence at the time when the claimant has knowledge or at least reasonably ought to have had knowledge of the other Party's breach of duty (negligent lack of knowledge). However, it shall commence at the latest upon expiry of five (5) years from the date on which the claim arose.

  
  

Confidentiality and data protection

12.1 Protection of Confidential Information

• 12.1.1 The Receiving Party may use Confidential Information of the Disclosing Party only for the performance of contractual obligations or - to the extent necessary for this purpose - for the utilization of contractual Services.

• 12.1.2 "Confidential Information" means information as defined in the sentence 2, which is disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") or otherwise becomes known to the Receiving Party in the course of the project, irrespective of whether disclosed directly or indirectly in writing, orally or through the viewing of items before or after the signing of the Contract, and whether or not it is the subject of intellectual property. Confidential Information includes (i) prices and terms under this Contract, 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 process, source code, (v) any other information designated as confidential or obviously identifiable as Confidential Information of the Disclosing Party.

• 12.1.3 However, Confidential Information shall not include any information that the Receiving Party can demonstrate (i) was publicly known and generally available prior to the time of disclosure by the Disclosing Party, (ii) becomes publicly known and generally available after disclosure by the Disclosing Party to the Receiving Party without any action or inaction by the Receiving Party, (iii) was already in the Receiving Party's possession at the time of disclosure by the Disclosing Party, (iv) was obtained by the Receiving Party from a third-party without breach of a confidentiality obligation, or (v) was independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.

• 12.1.4 In the event that Confidential Information is required to be disclosed due to an order by a public authority or a court or due to a legal obligation, the Receiving Party shall disclose only such Confidential Information that is necessary to comply with the obligation and shall promptly notify the Disclosing Party as soon as and to the extent permitted by law. The Parties shall assist each other, to the extent legally possible, in avoiding disclosure.

• 12.1.5 The Receiving Party shall treat all Confidential Information as strict confidential and shall exercise a reasonable degree of care, but not less than the degree of care it exercises to protect its own Confidential Information. The Receiving Party shall not disclose any Confidential Information received by it to any third-party (except as otherwise provided in this Contract). Each Party shall be responsible for any breach of this Contract by its managing directors, executive staff, employees, agents or representatives ("Representatives"), regardless of whether the respective Representatives were authorized to receive such information under this Contract.

12.2 Data protection

• Furthermore, the Parties undertake to comply with the DPA provided under https://beam.ai/legal/data-security with the applicable provisions of data protection law. If the Services provided under the Contract by Beam fall within the scope of the General Data Protection Regulation, the Parties shall conclude a separate data processing agreement (“DPA”), which Beam shall provide to the Customer.

12.3 Designation as cooperation partner

• The Parties may name the other Party in the press, product brochures, financial reports, in their respective websites and in information materials and indicate that a contractual relationship exists or existed between the Parties. Both Parties may revoke this authority at any time in writing vis-à-vis the other Party.

Term of the Contract and consequences of termination

13.1 The Contract shall run for the period indicated in the Contract Form.

13.2 The notice periods stipulated in the Contract Form shall apply. The extraordinary termination for good cause remains unaffected.

13.3 Notices of termination can be declared in writing or via e-mail.

13.4 In all cases of termination of the Contract - for whatever legal reason - the Customer is obliged to immediately stop using and accessing the Application.

13.5 Until the end of the Contract, the Customer shall be given the opportunity to export the Customer's data stored in the Application in a standard format. After the end of the Contract, Beam shall delete the data of the Customer remaining in the Application, unless their retention is required due to statutory provisions or for evidentiary purposes.

13.6 In the event that the Contract between the Parties is terminated - for whatever legal reason - those provisions shall continue to apply which, according to their meaning and purpose, would justify their continued Application even after termination of the mutual obligations to perform. This includes in particular the following regulatory areas of these GTC, Provisions on confidentiality and data protection, Provisions on liability, Provisions on remuneration and invoicing until full settlement of outstanding remuneration, Final Provisions.

Final provisions

14.1 Amendments to the GTC: Amendments to these GTC shall be offered to the Customer at least two (2) months before their proposed effective date in text form. The Customer's consent shall be deemed granted if it has not notified its refusal in writing before the proposed effective date of the amendments.  Beam shall refer to this approval effect in the notification. A change in the remuneration or other economic agreements from the Contract Form cannot be obtained via an amendment to these GTC.

14.2 Written form: With the exception of individual agreements, all declarations of intent relevant to the Contract and declarations for the exercise of rights to establish, alter or terminate a legal relationship as well as demands for payment and setting of deadlines must be in writing, unless otherwise provided in these GTC.  The written form also applies to the amendment and cancellation of this written form clause. The written form may also be met by an exchange of letters or by electronically transmitted signatures (fax, transmission of scanned signatures via e-mail).

14.3 Assignment: Without the consent of Beam, the Customer may neither assign nor transfer the Contract nor individual contractual rights or obligations to third-parties. Sentence 1 does not apply to monetary claims. Beam may assign the Contract to a company affiliated with Beam pursuant to Section 15 et seq. German Stock Corporation Act (“AktG”) or within the scope of a company sale in which the material economic assets are to be transferred to a purchaser.

14.4 Severability clause: Should one or more provisions of the Contract be or become ineffective for any reason whatsoever or should there be gaps in the provisions of this Contract, this shall not affect the validity of the remaining provisions of the Contract.

14.5 Choice of law and place of jurisdiction: The Contract shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The conflict of law provisions shall not apply. The courts at Berlin shall have exclusive jurisdiction.‍