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APPENDIX 1 - DEFINITIONS

The definitions of certain capitalized terms used in this contract are set forth below. Other terms are defined in the body of the contract, its appendices or an order dorm.

“Business Days” means Monday to Friday, excluding public holidays in the place where the contracting Dexter entity is incorporated (and a “Business Hour” means any hour on such days in such time zones between 9 a.m. and 5 p.m.).

"Change" has the meaning defined in Section 7.1.

“Confidential Information” has the in Section 10.1 defined meaning.

“Contract term” means the duration of an order form for the software, excluding trial periods and pilot phases, beginning on the start date.

“Critical Incidents” means incidents that cause degradation or failure of production capabilities via Dexter's integrations and for which there is no workaround. It does not cover development issues or issues in staging environments. It also excludes incidents that can be caused and resolved by the customer, such as incorrect payload formatting (HTTP status code 422) or incidents in the customer's setup of the software (HTTP status code 424).

"customer" means a person or entity that accepts and agrees to the terms and conditions of the contract, as of the earlier of such person or entity signing an order form referencing this contract or using the services.

“Customer data” means all data transmitted by the customer to Dexter, which may consist of, but not limited to, user login information and personal information such as names, email addresses and telephone numbers.

“Data processing agreement” means the data processing agreement, which forms an integral part of the contract.

“defects” means any irregularities, malfunctions or deviations from expected performance or behavior within a software system or service. This term covers a range of issues, from minor disruptions to major disruptions, categorized as critical incidents, incidents and non-critical incidents.

"Dexter IP" has the in Section 6.3 defined meaning.

"Documentation" means the written or online user manuals, help files, specification sheets or other documentation relating to the service provided by Dexter.

“downtime” means the total number of minutes during a calendar month that a particular component of the software is unavailable, excluding any excluded downtime. A minute is considered unavailable for a particular component if all continuous attempts by Dexter's monitoring system to write to that component during that minute fail. Partial minutes of unavailability are not counted as downtime.

“Emergency Downtime” means repairing, maintaining, upgrading, updating, supporting, testing or implementing a system other than scheduled maintenance.

"Excluded Downtime" means all minutes of downtime in a given month of the contract term resulting in whole or in part from any of the following reasons:

  • Dexter or the customer carry out planned maintenance work;

  • Termination of the contract;

  • Suspension due to overdue payments;

  • Factors beyond Dexter's reasonable control, including force majeure or Internet access or related problems;

  • any acts or omissions by the customer or a third party on behalf of the customer;

  • Use of the software by the customer in a manner that does not comply with Dexter's documentation or instructions;

  • Acts of persons who obtain unauthorized access to or use the software due to customer's failure to control security and access to the software;

  • Acts or omissions of customer or its employees, agents, contractors or suppliers, or anyone who gains access to the software through customer's credentials or equipment.

„Feedback“ has that in section 6.2 defined meaning.

"Force majeure" means circumstances beyond the reasonable control of either party, including but not limited to: strikes, lockouts or other labor disputes; failure or interruption of any utility service or transport or telecommunications network (including the Internet); acts of God, war, riot, civil unrest, malicious damage; compliance with any law or governmental order, rule, regulation or direction; Accident, failure of systems or machines; Fire, flood, storm or other adverse weather conditions.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (General Data Protection Regulation).

“Intellectual Property” means all rights of the following types which exist or may be created under the laws of any jurisdiction, whether or not recognized as intellectual property rights:

  • Rights relating to works of authorship, including exclusive exploitation rights, copyright (including rights in software (including source code and executable or object code) and databases) and moral rights;

  • Trademarks, logos, trade dress, company names, Internet domain names and trade and brand name rights, works introductions and similar rights (whether registered or not);

  • Rights to trade secrets in any form (including customer lists, marketing methods, supplier lists, APIs, methodologies, network configurations and architectures, processes, protocols, schemata, specifications, subprograms, techniques, user interfaces);

  • Patents and industrial property rights (utility models), findings and inventions;

  • design rights (whether registered or not);

  • other intellectual property rights (including licenses); and

  • Rights relating to applications, registrations, renewals, extensions, combinations, divisions, continuations and republications of and requests for the foregoing rights.

"Incident" means a problem resulting from the software not functioning substantially as specified in the documentation."Component(s)" collectively means the specific functions of the software as set out in the documentation.

“Insignificant defect” means any defect for which the customer and/or Dexter can always use a workaround to remedy this defect, which as a result does not affect the core functions of the Software.

“Non-critical incident” means incidents that limit the use of the software and require troubleshooting. This includes partial loss of software functionality but excludes failures of production decision-making capabilities as defined under critical incidents.

“Order form” means any ordering document executed in writing between the parties for the purchase of a subscription to the software. Upon execution of the order form, the terms and conditions of this contract are incorporated herein by reference.

“Pilot Phase” means the test period defined in the order form during which the customer can test the software.

“Professional Services” has the meaning defined in Section 1.2.

“Scheduled maintenance” means any repair, maintenance or update of the software that interrupts the use of the software. Dexter will notify the customer at least 48 hours before carrying out such maintenance work.

„Software“ has the meaning defined in Section 1.2.

“Start date” means the specific day specified in the order form on which the subscription becomes active and the customer is generally granted access to the software.

"Subscription" has the in Section 2.1 defined meaning.

“Support and maintenance services” means the in Appendix 2 services described in more detail.

“Support request” means a question or request from the customer through the ticket system (via email to support@getdexter.co) that is classified as less critical, for example because the customer's operations within the software are only minimally affected, a workaround exists that minimizes the impact on the customer's operations, or the customer has a request for a new or expanded feature. A request will be processed as a support request if it concerns the functionality of the software.

"term" has the meaning defined in Section 9.

"Ticket System" means that the customer can send incident inquiries and support requests in English by email to: support@getdexter.co

“Usage data” means aggregated and anonymized data derived from the customer data and/or use of the services. Usage data does not consist of personal data (as defined in the Data Processing Agreement).

"User" means individuals or companies to whom the customer grants access data to use the service.

“VAT” means all applicable national, federal, state and local sales, use, value-added, excise and other similar taxes, fees and surcharges which are legally or customarily borne by the purchaser of goods or services.