Terms
and conditions—VAIDR Online

See also the German Version

1 Scope of Application

The present General Terms and Conditions (“GTC”) are applicable to all contracts concerning the use of TRI Thinking Research Instruments GmbH (“TRI”)’s cloud services and any associated services (“Services”) between TRI, located at Große Freiheit 77, 22767 Hamburg, and business entities as defined in § 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law (“Customer”) TRI’s services and the data and results derived from them are exclusively intended for research and development purposes. They may not be used in other areas, in particular in medical diagnostics.

2 Form and Exclusivity

(1) Any legally significant declarations and notifications by Customer concerning the contract must be submitted in writing. For the purpose of these GTC, “written form” encompasses both physical documentation and electronic communication methods such as email or fax. Statutory form requirements and additional evidence, especially in cases of doubt regarding
the declarant’s legitimacy, remain unaffected.

(2) These GTC hold exclusive applicability. Any differing, conflicting, or supplementary general terms and conditions, including Customer’s purchase conditions, do not apply unless TRI
has expressly agreed to them in writing. Furthermore, these General Terms and Conditions remain in effect even if TRI proceeds with the contractually agreed services despite being aware of the customer’s conditions.

(3) These Terms also apply to all future transactions with Customer, provided they are of a related nature.

(4) TRI reserves the right to amend these Terms for the future. Such amendments will automatically become part of the ongoing business relationship upon their effective date unless Customer objects within one month after receiving notification of the amendment. TRI will explicitly inform Customer of this consequence when notifying them of the changes.

(5) Individual agreements made with Customer (including subsidiary agreements, supplements, and modifications) shall always take precedence over the present GTC. Written contracts or written confirmations from TRI shall serve as the authoritative source regarding the content of such agreements, subject to proof to the contrary.

3 Conclusion of Contract

(1) All offers are non-binding. A contract is only concluded through written confirmation of the order by TRI or upon the execution of the agreed services for Customer.

(2) Any subsidiary agreements and modifications to the agreed services must be confirmed in writing by TRI.

(3) The content, nature, and scope of the services owed by TRI are determined, unless otherwise agreed, by the respective contracts.

(4) Customer may not transfer their contractual rights to third parties or authorize them to exercise such rights without TRI’s express consent. § 354a HGB remains unaffected.
4 Customer’s Duties of Cooperation

(1) The security of the data transmitted by Customer is ensured, inter alia through secure access credentials (usernames, passwords). Customer is responsible for keeping these credentials confidential and will notify TRI immediately if credentials are compromised eg. due to Customer’s errors, security breaches, or by Customer’s employees leaving the company.

(2) Data entered into TRI’s systems are protected through redundant storage. Customer is responsible for regularly backing up their data entered into TRI’s systems to prevent loss due
to software errors or hardware failures. TRI will assist if needed.

(3) Customer must provide TRI with all information necessary for performing the agreed services promptly. They will promptly inform TRI of any events or changes that could affect the agreed services.

(4) Customer must fulfill their duties of cooperation carefully and with appropriate quality. TRI is not obligated to verify Customer’s contributions or the accuracy of information provided by Customer. Upon request, Customer will confirm the accuracy of their information in writing.

(5) If Customer fails to fulfill their contractual cooperation obligations by the mutually agreed deadlines or within a reasonable deadline set by TRI, and if TRI informs the Customer accordingly, Customer shall reimburse TRI for any additional costs incurred from the time of receipt of the notification. These costs shall be based on the remuneration rates agreed upon in the contract, or if not specified for fixed-price orders, on the current standard remuneration rates of TRI.

5 Prices and Payment

(1) Prices are exclusive of applicable VAT. TRI’s current price list applies.

(2) Unless otherwise agreed, payments for the entire contract term are due in full upon transmission of access credentials. If the service period starts later (eg. due to a trial period), TRI’s invoices are payable within 14 days after TRI informs Customer of the start of the term. In the case of an extension of an existing term, payment becomes due on the first day of the extension.

(3) Unless otherwise agreed, Customer is required to make payments for the agreed services to TRI within 14 days, without deductions, via bank transfer to TRI’s specified bank account as indicated in the order confirmation. The receipt of payment in TRI’s business account shall determine compliance with the deadline.

(4) If the customer fails to make payment within the specified period as outlined in § 5 paragraph 3 sentence 1, they shall be considered in default. During the default period, interest shall accrue on the outstanding invoice amount at the applicable statutory default interest rate. TRI reserves the right to pursue further damages resulting from the delay.

(5) The customer may only offset counterclaims that have been legally established, are undisputed, or have been acknowledged by TRI. Furthermore, the customer is only entitled to exercise a right of retention to the extent that their counterclaim arises from the same contractual relationship.

6 Service Period and Termination

(1) Unless otherwise agreed, the service period begins upon the transmission of access credentials, or, if access credentials have already been submitted, the moment TRI notifies Customer of the start of the term. Customer may challenge the start of the term within 7 days of the notice.

(2) The term period is defined in the respective contracts.

(3) The contract may be terminated by either party without notice for significant reasons. One such significant reason allowing TRI to terminate the contract is the customer’s use of TRI’s services beyond what is permitted under the contract.

(4) Termination must be made in writing.

(5) TRI reserves the right to prevent access to its services after the contract ends.

(6) Following the expiration of the contract period, Customer can commission TRI to collect all data transmitted by Customer and generated through the use of TRI’s services and transfer
them to Customer. Failure to commission this data transfer within one week after the end of the contract constitutes consent of the deletion of the data.

7 Warranty and Liability

(1) Unless otherwise specified in these General Terms and Conditions, TRI’s liability for breach of contractual and non-contractual obligations, as well as within the scope of liability
for intent and gross negligence, is governed by statutory provisions. In cases of slight negligence, TRI’s liability is limited, subject to statutory limitations (e.g., care in its own affairs), to: (i) damages resulting from injury to life, body, or health, and (ii) damages resulting from the breach of a fundamental contractual obligation. A contractual obligation is fundamental if its fulfillment is necessary for the proper execution of the contract and upon which the contractual partner regularly relies. However, TRI’s liability in such cases is limited to compensation for foreseeable and contract-typical damages.

(2) In the event of data and productivity loss due to malfunction or failure of the provided services, TRI’s liability is limited to e 3,000.00 per quarter. Damages must be individually
documented. Either party may terminate the contract immediately for cause in the event of such damages. In the case of justified termination for cause, Customer will receive a pro-rata
refund of the advance payment for the remaining term.

8 Confidentiality

(1) Customer and TRI agree to keep all business secrets of the other party that become known to them in during the term of the contract confidential during and after the collaboration
period. This includes contract terms, such as usage fees.

(2) The parties also agree to maintain confidentiality about other operational processes and business transactions that become known to them during the contract period, regardless of
whether they qualify as business secrets. Special confidentiality agreements and statutory provisions on confidentiality remain unaffected.

(3) TRI reserves the right to name Customer as a reference to third parties. Customer may object to this.

9 Transfer of Rights

All transferred image data, associated metadata, and derived data stored on TRI’s systems, including trained machine learning models, remain the property of Customer. TRI will not
copy or use this data for its purposes without Customer’s explicit consent.

10 Data Protection

(1) All processing of personal data of Customer is carried out in accordance with the provisions of the EU General Data Protection Regulation (GDPR) and the German Federal Data
Protection Act (BDSG).

(2) Further information on the handling of Customer’s data, as well as the type, scope, and purpose of data collection and use, can be found on TRI’s website:
<a href="https://www.vaidr.de/datenschutz/">https://www.vaidr.de/datenschutz/</a>.

(3) Customer must comply with the relevant data protection regulations as stipulated in Section 10 paragraph 1 sentence 1 and agrees not to store personal data on TRI’s systems (e.g., by entering such data in metadata or comment form fields). Customer will organize their internal processes to ensure compliance with data protection requirements.

11 Final Provisions

(1) These Terms and all other legal relationships between TRI and Customer are governed by the law of the Federal Republic of Germany, excluding international uniform law, particularly
the UN Sales Convention.

(2) The place of performance and exclusive jurisdiction for all disputes arising from or in connection with this contract is TRI’s registered office in Hamburg, Germany.

(3) If any provision of these General Terms and Conditions is or becomes wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The
same applies if these General Terms and Conditions contain a gap. In place of the ineffective or unenforceable provision, or to fill the gap, a provision shall be deemed to be agreed
upon which is suitable for achieving the economic purpose of the omitted provision as far as possible.

Unless agreed otherwise, the German version of these GTC, available here, is authoritative and this English translation is provided only for convenience.

Effective date: January 2025