1. Automarker.com – material-optimizing nesting of markers

Automarker.com is an Internet service by Assyst for the fully-automated, material-optimizing nesting of markers. As many markers as required can be calculated from popular CAD systems at the same time. If required, Automarker.com can also convert markers to established formats. The following are integrated:

• automatic nesting of pattern pieces (hereinafter “pieces”)
• output format same as upload format (Assyst, Gerber, Lectra, DXF)
• password-protected customer environment (SSL – Secure Socket Layer)
• retrieval of usage statistics
• E-Mail notification after completion of the laying jobs
• data sharing with the production partners
• “Automarker” support hotline
• half-price preliminary costing

2. Marker conversion as an add-on (laid or unlaid)

The following are integrated - creation of plot files:

• creation of cut files
• marker conversion in native CAD formats

3. Structured laying as an add-on

The following are integrated:

• Rubberband
• Bundle per Bundle
• Structured plaid and stripes marker

4. Autocost – order optimization as an add-on or stand-alone

Internet service by Assyst for order optimization. With Autocost the material requirements are calculated for production orders and preliminary costing orders.

§ 1 Rights of Use

1. These general terms and provisions of contract govern the use of the Internet services “Automarker.com.”
2. The company shall receive the non-exclusive right to use the Internet service for the duration of actual use, within the context of the license agreement and the provisions in this Agreement. The company shall receive access to the portal which the company shall independently set up and manage for the employees.
3. The Internet service, or access hereto, may not be made available to third parties, neither wholly nor partly (third parties are non-paid company staff).
4. The availability of the Internet service may be limited occasionally, due to technical reasons, e.g. necessary maintenance work.

§ 2 Rights

Brands, company logos, other distinguishing marks, trademark registration symbols, creators' or authors' notes, and all other features pertaining to the identification of the Internet service or individual elements thereof, may neither be removed nor modified, This also applies to printouts.

§ 3 Payment

1. Payment for the use of the Internet service is stipulated in the APPENDIX. Automarker “bulk order” is a fixed number of pieces (subscribed to in advance) shall be invoiced for a fixed sum on a monthly basis, if the monthly rate is at least 500 EUROS. Monthly amounts less than 500 EUROS are invoiced annually in advance to the customer. If parts have not been used at the end of the contract duration, this “under-usage” amount (to the maximum extent of 20% of the number of pieces) may be transferred to a subsequent “bulk order”; otherwise the unused number of pieces shall expire.
   If more pieces are used than the amount subscribed for (over-usage), these shall be included in a final invoice. The final invoice shall cover the remainder of the contract duration, in the amount of the past monthly basic flat rates.
   The “bulk order” can be unlimited or limited to 5,000 pieces per day.
   In the case of “Autocost”, a fixed sum on a monthly basis shall be invoiced.
   
2. The amounts are net amounts, i.e. they do not include legal VAT. With his signature, the customer confirms the selected payment and contract duration.
3. Invoices are payable without deduction within 14 days of the date of the invoice.
4. If the company is in default of payment, the outstanding amount shall bear interest at the rate of 9 percent over the then current basic rate of interest. This shall not affect any further rights.

§ 4 Term and Termination (versions)

1. The Agreement shall become valid when signed.
2. The duration of the Agreement shall be 12 months. Thereafter the Agreement shall be automatically renewed in each case for a further period of 12 months, at the same conditions, unless either party gives notice at least 3 months prior to the end of the current contractual period.
3. The right to termination for important reasons remains in force.

§ 5 Liability

1. Technical defects in the database shall be remedied by Assyst as soon as possible - however, the customer shall first provide Assyst with a comprehensible error description in writing If the error cannot be remedied within a reasonable period of time, the company may terminate the contract without notice by reason of material defect.
2. The customer’s right of termination for non-provision of use pursuant to § 543 of the German Civil Code [BGB] is excluded, unless the remedy or replacement is considered to have failed.
3. The right of the customer to demand damages (in the case of pertinent legal prerequisites in accordance with the provisions stipulated in § 6 below) shall remain unaffected.

§ 6 Limitation of liability

Assyst is only liable for damages within the framework of the pertinent legal provisions, as follows:

1. Assyst shall bear unlimited liability for damages arising from injury to life, body or health, and for damages arising from willful intent or gross negligence on the part of Assyst or on the part of one of its legal representatives or vicarious agents, as well as for damages which lie within the scope of protection of a guarantee or assurance given by Assyst.
2. Assyst shall bear only limited liability for the replacement of typical damages (foreseeable at the time the contract was concluded) caused by minor negligence of primary obligations on Assyst's part, or on the part of one of its legal representatives or vicarious agents.
3. Liability in accordance with the product liability law shall remain unaffected.
4. The above provisions also apply for the benefit of the employees and legal representatives or assistance in performance.

§ 7 Data protection, Confidentiality

1. The company is herewith advised that Assyst stores inventory and usage data in machine-readable format and processes this data within the framework of the contractual relationship. All data shall be treated as confidential and shall not be passed on, especially with regard to third parties.
2. The contracting parties shall undertake to treat any information (gained about, or from the other party) during contract execution in absolute confidence.

§ 8 Governing Law and Jurisdiction

1. The Parties agree that the law of the Federal Republic of Germany shall govern all legal matters pertaining to this Agreement and that UN sales laws are excluded.
2. Place of jurisdiction is Munich.

§ 9 Miscellaneous

1. The Agreement and its annexes (if any) contain all contractual agreements of the parties. No other written or oral agreements exist. Amendments or additions to the Agreement must be made in written form.
2. The legal invalidity of one provision shall not affect the validity of the remaining contractual provisions. The Parties agree that any invalid provision shall be replaced with a legally effective clause which comes closest to the economic and commercial effect of the original, and best matches the objective of this Agreement.

Assyst GmbH