1 Scope of the Terms and Conditions, Contract Language, Codes of Conduct

1. The following General Terms and Conditions, as amended from time to time and in the version valid at the time the contract is concluded,
   apply to contracts between customers (hereinafter “Customer(s)”) and the provider Niermann Holding GmbH regarding the paid use of the
   VR Speech Trainer software. Where individual provisions relate only to paid services, they are marked accordingly. However, the agreements
   made between the provider and the customer in the service descriptions during the ordering process generally take precedence over these
   General Terms and Conditions.
2. These Terms and Conditions apply equally to consumers within the meaning of Section 13 of the German Civil Code (BGB) and entrepreneurs
   within the meaning of Section 14 BGB, unless they are expressly addressed only to one of these categories of customers. The provider may not
   rely on clauses in these Terms and Conditions insofar as they deviate to the detriment of the consumer from the provisions of Sections
   327–327s BGB. If there is a conflict between the clauses of these Terms and Conditions and the aforementioned provisions, the relevant
   clauses shall, in case of doubt, apply only to entrepreneurs.
3. The provider does not recognize any terms and conditions of the customer that deviate from or conflict with these Terms and Conditions,
   unless the provider has expressly agreed to them. Performance of the services shall not be deemed such consent.
4. The contract language is German.
5. The provider is not subject to any specific codes of conduct.

2 Conclusion of the Contract, Correction of Input Errors, Storage of the Contract Text

1. A contract for the paid use of the app is concluded when the customer completes the registration and ordering process within the installed app
   by clicking the button “order with obligation to pay” (binding offer) and the provider expressly accepts the order by email (binding acceptance).
   In a further email, the customer receives access to register for the software.
2. The customer can correct input errors during the ordering process only before clicking the order button.
3. We store the order information (contract text), and it can be requested from us via email.

3 Subject Matter of the Contract, Scope of Services

1. The services available through the software result from the service descriptions displayed during the ordering process as well as the content/features
   available in the current version of the software.
2. The provider makes the software available to the customer for use in the respective current version for the duration of the contractual relationship,
   insofar as this version corresponds to a tested state of the art. This limitation does not apply to consumers if the provider is required to provide
   updates pursuant to Section 327f BGB, even if these do not yet correspond to a tested state of the art. Section 4 of these Terms and Conditions
   (Changes to the Software) remains unaffected.
3. Access to the functions, content, personalized settings, and data of the software is provided via the internet.
4. The software operating the app is hosted and operated on servers of the contractually connected third-party provider Hetzner Online GmbH.
5. The provider only warrants compatibility of the software and its functions with the hardware described on the website www.vr-speech.com.
   Operation also requires a current browser; officially, the current Chrome version is supported. However, the provider does not owe any further
   interoperability or integrability of the software, its functions, and data with/into any further system or hardware/software environment of the
   customer (e.g. third-party software and hardware, external devices, networks, printers, etc.).
6. The provider only warrants the general and average suitability of the software for promoting certain purposes and goals of the user, but not the
   achievement of such goals solely through use of the software.
7. Furthermore, the provider does not warrant any minimum quality of the content beyond sentence 1, such as its technical correctness according to
   the current or latest state of science, its completeness, or its timeliness. The provider may make changes, additions, and updates to the content
   of the software at its own discretion.
8. The provider’s service obligations under this contract regarding use of the software do not include any further services of the provider, insofar
   as these go beyond the mere maintenance of the software’s usability (e.g. defect remediation) and other ancillary contractual obligations.
9. Use of the software is permitted for the users or user groups defined in the contract. The scope of functions available to the respective user
   depends on the scope of the individually agreed access rights.
10. If the customer is contractually permitted to allow additional users to use the software, the provider does not grant such third parties any
    independent claim to performance against the provider.

4 Changes to the Software

1. If the customer is a consumer within the meaning of Section 13 BGB, the provider is only entitled to make changes to the software that go beyond
   what is necessary to maintain conformity pursuant to Section 327e(2) and (3) BGB and Section 327f BGB, provided that no additional costs arise for
   the customer and such changes are required due to a new or improved technical environment, increased user numbers, to remedy critical errors, or
   for other important reasons. The provider will inform the customer in advance about the changes and the reasons for them. The provider is not
   obliged to make changes pursuant to sentence 1.
2. The provider may only make a change to the software that impairs the consumer’s ability to access the software or the usability of the software for
   the consumer if the provider has additionally informed the consumer on a durable medium within a reasonable period before the time of the change.
   The information will include details of the characteristics and timing of the change and the consumer’s rights pursuant to Section 327r(3) and (4) BGB.
3. Paragraph 2 above does not apply if the impairment of accessibility or usability is only insignificant.

5 Further Services of the Provider, Service Level

1. The provider provides the customer with the computing capacity and storage space required for unrestricted contractual use, as well as the storage
   space required for data generated by the customer through use of the software and/or required for use of the software. The provider has no custody
   or safekeeping obligations with regard to such customer data unless agreed in other contracts between the parties or required under statutory data
   protection and/or data security law.
2. The transfer point for the software and application data is the router output of the provider’s data center or that of its commissioned hosting provider.
   Beyond the provider’s own communications network, the provider cannot influence data traffic, and forwarding of information is not owed. The provider
   assumes no responsibility for the success of access to the software unless exclusively the network operated by the provider, including interfaces to
   third-party networks, is used. The provider is not responsible for the condition of the hardware and software required on the customer’s side or for
   the telecommunications connection between the customer and the provider up to the transfer point.
3. The servers—and thus access to the app—are available 24 hours a day, seven days a week, with an availability of 99% on a monthly average. Excluded
   from this are downtimes due to maintenance work and software updates, as well as disruptions to server availability via the internet that are based on
   technical or other problems beyond the provider’s control (force majeure, network overload, fault of third parties, etc.). The provider is nevertheless
   liable for unavailability of services even above the minimum availability defined in sentence 1 if the provider is responsible for it.
4. The minimum availability specified in Clause 4 may change on the part of the hosting provider without the provider having any possibility of influence
   preventing this and may fall below the minimum availability required according to the prevailing legal opinion. The provider is objectively and
   technically prevented from guaranteeing higher availability to the customer than the hosting provider. The customer acknowledges this circumstance and
   waives asserting claims and rights against the provider due to insufficient minimum availability, provided that the provider does not fall below the
   hosting provider’s current minimum availability. However, if availability falls below 97% on a monthly average, the provider’s remuneration shall be
   reduced in proportion to the downtime, but by at least 15%.
5. For the purpose of carrying out maintenance work and updates pursuant to paragraph 3, the provider is entitled to interrupt server availability from
   Monday to Sunday between 0:00 and 24:00 for a total of 10 hours per calendar month.
6. The app and the application data are backed up regularly, at least daily. Backups are retained for 30 days and then overwritten by current backups.
   The customer is responsible for compliance with retention obligations under commercial and tax law.
7. The customer may request from the provider in writing at any time the provision of a complete copy of the data generated by the customer via the app
   or uploaded to it, at the provider’s discretion on common data carriers or via data transmission. If the customer requests data provision more than
   once per year, the customer must pay the provider an expense allowance of €99.00.

6 Commencement, Term and End of the Usage Relationship

1. The usage relationship begins on the day the customer’s access to the software is set up.
2. The contract ends automatically upon expiry of the contract term selected in the contract and cannot be terminated ordinarily before that time. The
   right to extraordinary termination for good cause and any special termination rights under this contract or by law remain unaffected.
3. For consumers, Section 327p BGB applies exclusively with regard to termination of the contract.
4. A termination notice is effective only if made in text form.
5. The provider shall make available to the customer the application data generated and stored by the customer without undue delay after the end of the
   contractual relationship, provided the customer requests it. Provision shall be made, at the customer’s option, via free download. The provider shall
   delete the application data no later than 6 months after the end of the contract if the customer has not requested provision by then and the provider
   has offered provision to the customer in writing at least twice without success. Under these conditions, failure to request provision shall be deemed
   consent to deletion of the data. Upon contract termination, the provider will again specifically point out the significance of the customer’s conduct.
   Deviating from the above rules, for consumers the provider’s obligation to provide data supplied or created by the customer is governed exclusively by
   Section 327p(3) BGB.

7 Remuneration

1. The usage fee is payable in advance.
2. The customer shall be in default of payment without the need for an additional reminder 30 days after receipt of the invoice pursuant to Section 286(3) BGB.
   In this case, the provider is entitled to withhold contractual services until the invoice has been settled. The right to block access also exists as a milder
   measure if the provider has the right to extraordinary termination. Section 320(2) BGB and the assertion of further claims due to delay remain unaffected.
3. Set-off is permitted only against undisputed claims or claims that have been finally adjudicated. This does not apply if a claim based on defective performance
   by the provider is set off against the provider’s remuneration claim.
4. The customer may assert a right of retention only if it is based on the same contractual relationship.

8 Methods of Payment

1. The following payment methods are available at your choice:
   (a) Payment via the third-party provider PayPal (debit/credit card)
   (b) Credit card
   (c) Payment by invoice via Klarna
   If we charge fees for any of these payment methods, these will be shown separately before you submit your order. Further information on payment
   methods can be found in the information provided during the ordering process.
2. By selecting a payment method processed via a third-party provider (e.g. PayPal), you accept the rules and terms set by that provider also with
   effect for the contractual relationship with us.
3. We are not obliged to process payment using the payment method you have chosen. If we or a third-party provider reject the payment method for
   legitimate reasons, you remain obliged to make payment by selecting another payment method. We will inform you in good time in such case. A
   legitimate reason for rejecting a payment method includes, in particular, insufficient creditworthiness. If you had selected a free payment method,
   it will be ensured that the alternative payment method is also available free of charge.

9 Obligations and Duties of the Customer

1. The provider enables the customer to access the software via a suitable authentication method (e.g. username and password). The access data provided
   to the customer and authorized users must be changed without delay to usernames and passwords known only to them, kept confidential, and protected
   against unauthorized access by third parties. Access to the software may only be used by the customer/authorized users. If there is reason to believe
   that unauthorized third parties have obtained or will obtain knowledge of the access data, the provider must be informed without delay. The customer is
   liable for third-party use in accordance with statutory provisions.
2. The customer is solely responsible for the content of the data uploaded to the software by the customer and/or other authorized users or generated by
   the software. The provider does not review such data. In particular, the provider is not obliged to check content for potential legal violations without
   cause. The customer is liable to ensure that the software is not used for racist, discriminatory, pornographic, youth-endangering, politically extremist,
   third-party-rights-infringing, or otherwise unlawful purposes, or in violation of official regulations or requirements, and that no corresponding data,
   in particular application data, is created and/or stored on the server(s).
3. The customer shall not access or cause to be accessed any information or data without authorization, nor interfere or cause interference with programs
   operated by the provider or hosting provider, nor unlawfully penetrate or promote unlawful penetration into the provider’s or hosting provider’s data networks.
4. Before uploading data and information into the app, the customer shall check them for viruses and use virus protection programs corresponding to the state of the art.
5. The customer shall indemnify the provider against third-party claims arising from unlawful use of the app within the meaning of Clauses 9.1–9.4 by the customer
   or arising from other disputes caused by the customer in connection with use of the app. This also includes indemnification/reimbursement of the costs of necessary
   legal defense by the provider against third-party claims.
6. If the customer breaches obligations under Clauses 9.1–9.4, the provider may block the customer’s access to the app or the application data if the breach can
   demonstrably be remedied by doing so.
7. The customer shall notify the provider without delay of defects in the services owed by the provider under this contract. If, due to failure or delay in notification,
   the provider was unable to remedy the defect, the customer is not entitled to reduce the rental fees in whole or in part, claim compensation for damage caused by the
   defect, or terminate the contract extraordinarily due to the defect without observing a notice period. The customer must demonstrate that they are not responsible for
   the failure to notify. This notification obligation and the associated exclusion of claims and termination rights do not apply if the customer concludes the contract
   as a consumer within the meaning of Section 13 BGB.
8. If the customer unlawfully breaches Clause 9.2, the provider is entitled to delete the affected data/application data. In the event of an unlawful breach by other users,
   the customer must, upon request, provide without delay information required to assert claims against the user, in particular the user’s name and address.
9. The right to extraordinary termination due to any breaches of duty by the customer remains unaffected.
10. The customer is not entitled to assign claims and/or transfer rights under this contract unless the provider has expressly agreed to the assignment or transfer in writing.

10 Rights of Use in the Software, Rights in Application Data and Media Content

1. The customer receives a simple (non-sublicensable and non-transferable) right to use the software, limited to the term of this contract, in accordance with the following provisions.
2. The customer may use the software only within the intended purpose resulting from its functions for the customer’s purposes. Rights not expressly granted to the customer here are not granted.
   In particular, the customer is not entitled to use the software beyond the agreed use, allow third parties to use it, or make the software or its content accessible to third parties.
   In particular, it is not permitted to reproduce, sell, imitate, or provide the software for temporary use, especially not to rent or lend it.
3. For each case in which the customer culpably enables use of the software by unauthorized third parties, the customer shall pay a contractual penalty immediately due in the amount of the
   monthly usage fee for each commenced month of third-party use. The right to claim damages remains reserved; in this case, the contractual penalty shall be credited against the damages claim.
4. The customer grants the provider the right to reproduce the data to be stored for the customer insofar as this is necessary for providing the services owed under this contract. The provider
   is also entitled to keep the data in a disaster recovery data center. For troubleshooting, the provider is also entitled to make changes to the structure of the data or the data format.
5. The customer grants the provider the rights of use required to fulfill the contract in other content and media uploaded into the app or connected with it, insofar as such content is protected
   by statutory intellectual property rights. The customer warrants that they are entitled to grant such rights on the basis of their own rights. If the provider is claimed against by third parties
   due to alleged infringements of rights in such content, the customer shall indemnify the provider against such claims, including necessary legal enforcement costs.
6. If and insofar as, during the term of this contract—especially through compilation of application data—through activities of the customer permitted under this contract on the manufacturer’s server(s),
   a database, databases, a database work, or database rights arise, all rights thereto shall belong to the customer. The customer shall remain the owner of the databases/database works even after
   termination of the contract.

11 Liability for Defects

The following provisions apply to consumers and entrepreneurs:

1. The provider shall provide the software to the customer in a condition suitable for contractual use and shall maintain it in this condition during the rental period.
2. Strict liability of the provider pursuant to Section 536a(1), 1st alternative BGB for defects that already existed at the time the contract was concluded is excluded. This also applies to
   defects in subsequent patches, upgrades, and updates of the software if they were already present at the time of installation.

The following provisions apply exclusively to consumers within the meaning of Section 13 BGB:

1. A consumer’s rights in the event that the software is not provided are governed exclusively by Sections 327b and 327c BGB.
2. The provider shall make the software available free of material and legal defects within the meaning of Sections 327e to 327g BGB. If the software is defective, the consumer shall have the
   rights pursuant to Sections 327i et seq. BGB. Agreements deviating from these provisions to the detriment of the consumer are not permitted pursuant to Section 327s BGB.

The following provisions apply exclusively to entrepreneurs within the meaning of Section 14 BGB:

1. The limitation period for defect claims is one year.
2. The customer must notify the provider of defects without undue delay; see Clause 7 (7).
3. Termination by the customer pursuant to Section 543(2) sentence 1 no. 1 BGB due to non-granting of contractual use is permitted only if the provider has been given sufficient opportunity
   to remedy the defect and such remedy has failed. Remedy shall be deemed to have failed only if it is refused by the provider or delayed in an unreasonable manner, if there are justified doubts
   as to the prospects of success, or if unreasonableness for the customer exists for other reasons.

12 Limitations of Liability

1. The provider is liable without limitation in accordance with statutory provisions for damages resulting from injury to life, body, or health that are based on an intentional or negligent breach
   of duty or an intentional or negligent breach of duty by its vicarious agents.
2. Furthermore, the provider is liable without limitation in accordance with statutory provisions for other damages if these are based on the breach of a material contractual obligation. This is the
   case if the breach concerns an obligation whose fulfillment enables proper performance of the contract in the first place, whose breach jeopardizes achievement of the contract purpose, and on whose
   compliance the customer could typically rely. In the event of a breach of a material contractual obligation, liability is limited to the foreseeable damage typically occurring.
3. The provider is also liable to a limited extent for the absence or loss of a warranted characteristic or for non-compliance with a guarantee, as well as for claims under the Product Liability Act.
4. For all other breaches of duty, the provider is liable only in cases of intent and gross negligence. This applies without exception to all claims for damages, regardless of their legal nature, as
   well as to claims for reimbursement of expenses asserted in lieu of a damages claim.
5. The provider is not liable for the loss of data and/or programs insofar as the damage is based on the customer’s failure to carry out data backups and thereby ensure that lost data can be restored
   with reasonable effort.
6. Insofar as liability for damages is excluded or limited under the above provisions, this also applies with regard to the personal liability for damages of the provider’s employees, workers, staff,
   representatives, and vicarious agents.

13 Data Security, Data Protection, Processing on Behalf, Confidentiality

1. The parties shall comply with the applicable data protection provisions, in particular those valid in Germany, and shall oblige their employees used in connection with the contract and its
   performance to maintain data confidentiality, insofar as they are not already generally obliged accordingly.
2. The provider collects, processes, and uses personal data of third parties only on behalf of the customer if the customer introduces such data into the provider’s software and IT systems. As the
   controller/client pursuant to Art. 28 GDPR, the customer is responsible for compliance with data protection regulations. In such a case, the customer shall issue the provider a separate written
   instruction/order for processing on behalf in accordance with Art. 28(3) GDPR. In the event of contradictions between this contract and the agreement on processing on behalf, the latter shall
   take precedence.
3. The customer shall indemnify the provider against third-party claims if these are based on a breach of data protection provisions for compliance with which the customer, as the controller/client
   within the meaning of the above provision, is responsible.

14 Online Dispute Resolution, Consumer Dispute Settlement under the VSBG

1. Information on online dispute resolution: The EU Commission has created an internet platform for the online resolution of disputes (the “ODR platform”).
   The ODR platform serves as a contact point for out-of-court resolution of disputes concerning contractual obligations arising from online purchase contracts.
   The customer can access the ODR platform via the following link: http://ec.europa.eu/consumers/odr/
2. Notwithstanding our obligation to provide information pursuant to paragraph 1, we are neither obliged nor willing to participate in dispute settlement proceedings before a consumer arbitration board.

15 Miscellaneous

1. The application of the law of the Federal Republic of Germany is agreed, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. Exclusive place of jurisdiction and place of performance is the provider’s registered office in Grünwald if the customer is a merchant.
3. There are no ancillary agreements outside this contract and its annexes. Amendments and/or supplements to this contract, assurances of characteristics, and guarantees require text form to be effective.
4. Should any provision of these Terms and Conditions be or become invalid in whole or in part, or should the contract contain a gap, this shall not affect the validity of the remaining contractual provisions.