Terms of Use1

Terms of Use

1. Scope

1.1. Use of these web pages offered by SCAILE Technologies GmbH and/or its subsidiaries and subsidiary brands ("NextNurse") is only permitted based on these conditions. These General Terms of Use can be supplemented, modified or replaced by additional conditions, e.g. for the purchase of products and/or services, in individual cases. By logging in or, if a separate login is not required, by starting use, the validity of these Terms of Use is accepted in their respective version.

1.2. If the user uses the NextNurse website as or for a business, i.e., in exercising a commercial or independent professional activity, or for a public corporation, § 312i Abs. 1 S. 1 Nr. 1 - 3 of the German Civil Code does not apply.

1.3. For web offers aimed at businesses or public corporations, the respective company or corporation is represented by the user and must ascribe the actions and knowledge of the user.

2. Services

2.1. NextNurse provides certain information and software, possibly along with documentation, for retrieval or download on the NextNurse website.

2.2. NextNurse is entitled to discontinue the operation of the NextNurse website wholly or partly at any time. Due to the nature of the internet and computer systems, NextNurse makes no guarantee for the uninterrupted availability of the NextNurse website.

3. Registration, Password

3.1. Some pages of the NextNurse website may be password-protected. Access to these pages is only possible for registered users in the interest of business security. There is no entitlement to registration by NextNurse. NextNurse reserves the right, in particular, to subject even previously freely accessible websites to registration obligations. NextNurse is entitled at any time to revoke access authorization by blocking access data without needing to give reasons, especially if the user:

- provided false information for registration,

- breached these conditions or their duty of care in handling the access data,

- breached applicable law in accessing or using the NextNurse website or

- has not used the NextNurse website for an extended period.

3.2. If registration is provided, the user is obliged to provide truthful information for registration and to notify NextNurse without delay (if provided: online) of any subsequent changes. The user will ensure that emails sent to the address provided by them are received.

3.3. After registration, the user will receive a username and password (hereinafter also: "user data"). The user will change the password provided by NextNurse during the first access to one known only to them. The user data allows the user to view, change their data or, if applicable, revoke or expand given consents to data processing.

3.4. The user ensures that their user data is not accessible to third parties and is liable for all orders and other activities conducted under their user data. The user must leave the password-protected area after each use. If the user becomes aware that third parties are abusing the user data, they are obliged to notify NextNurse in writing without delay, possibly by simple email in advance.

3.5. After receipt of the notification pursuant to clause 3.4, NextNurse will block access to the password-protected area with this user data. The lifting of the block is only possible after a separate application by the user to NextNurse or after new registration.

3.6. The user can demand the deletion of their registration in writing at any time, provided that the deletion does not conflict with the processing of ongoing contractual relationships. NextNurse will then delete all user data and all other stored personal data as soon as they are no longer needed.

4. Rights of Use to Information, Software and Documentation

4.1. Use of the information, software and documentation provided on the NextNurse website is subject to these conditions or, in the case of updates to information, software or documentation, to the agreements already made with NextNurse and applicable license conditions. Separately agreed license conditions, e.g. when downloading software, take precedence over these conditions.

4.2. NextNurse grants the user a non-exclusive and non-transferable right to use the information, software and documentation made available on the NextNurse website to the extent agreed upon or, if nothing is agreed upon, as it corresponds to the purpose pursued by NextNurse in provision and transfer.

4.3. Software is provided free of charge in machine-readable form. There is no claim to provide the source code. Excluded are source codes of open source software, whose license terms, which take precedence over these conditions, prescribe the provision of the source code. In that case, NextNurse will provide the source code against reimbursement of costs.

4.4. Neither the information, software nor documentation may be distributed, rented or otherwise made available by the user to third parties at any time. Unless essential legal regulations allow otherwise, the user may not modify, reverse engineer or translate the software or its documentation, nor may they extract parts. The user may create a backup copy of the software if it is necessary for securing future use based on these terms of use.

4.5. The information, software and documentation are protected by copyright laws and international copyright treaties as well as other laws and agreements concerning intellectual property. The user will respect these rights, especially by not removing alphanumeric identifiers, marks nor copyright notices from either the information, software, documentation or any copies thereof.

4.6. Sections 69a ff of the German Copyright Act remain otherwise unaffected.

5. Intellectual Property

5.1. Notwithstanding the specific provisions in clause 4 of these terms of use, information, brand names and other content from the NextNurse website may not be modified, copied, reproduced, sold, rented, used, supplemented or otherwise exploited without the prior written permission of NextNurse.

5.2. Beyond the rights of use or other rights expressly granted herein, the user is not granted any further rights of any kind, in particular to the company name and to industrial property rights such as patents, registered designs or trademarks, nor is NextNurse obliged to grant such rights.

5.3. To the extent the user leaves ideas and suggestions on the NextNurse websites, NextNurse is free to use them for the development, improvement and sale of its products and services free of charge.

6. User Obligations

6.1. The user shall not, in using the NextNurse website:

- violate moral standards with their use;

- infringe industrial property or copyrights or other property rights;

- transmit content with viruses, so-called Trojans or other programs that could damage software;

- enter, store or send hyperlinks or content to which they are not entitled, particularly if these hyperlinks or contents breach confidentiality agreements or are unlawful; or

- distribute advertising or unsolicited emails (so-called "spam") or incorrect virus warnings, malfunction alerts or anything similar or encourage participation in lotteries, pyramid schemes, chain letters, pyramid games or similar actions.

6.2. NextNurse may suspend access to the NextNurse website at any time, particularly if the user violates their obligations under these conditions.

7. Hyperlinks

The NextNurse website may contain hyperlinks to third-party websites. NextNurse neither accepts responsibility for the content of these websites nor does NextNurse espouse these websites and their content as its own, as NextNurse does not control the linked information and is not responsible for the content and information provided there. Their use is at the user's own risk.

8. Liability for Material and Legal Defects

8.1. If information, software or documentation is provided free of charge, liability for material and legal defects in the information, software and documentation, particularly regarding their accuracy, absence of errors, absence of property right infringements by third parties, completeness and/or usability – except in cases of intentionality or fraud – is excluded.

8.2. The information on the NextNurse website may contain specifications or general descriptions of the technical possibilities of products, which in individual cases (e.g. due to product changes) may not always be present. The desired performance characteristics of the products must therefore be agreed upon in individual cases at the time of purchase.

9. Other Liability, Viruses

9.1. NextNurse's liability for material and legal defects is governed by the provisions in clause 8 of these terms of use. Otherwise, any liability of NextNurse is excluded, unless, for example, in accordance with the Product Liability Act, due to intent, gross negligence, injury to life, limb or health, due to the assumption of a quality guarantee, due to fraudulent concealment of a defect or due to breach of essential contractual obligations, liability is mandatory. However, the claim for damages for the breach of essential contractual obligations is limited to foreseeable damage typical of the contract, unless intent or gross negligence is present.

9.2. Although NextNurse endeavours to keep the NextNurse website free of viruses, NextNurse does not warrant the absence of viruses. Before downloading information, software and documentation, the user shall ensure for their own protection, as well as to prevent viruses on the NextNurse website, adequate security measures and virus scanners.

9.3. The shifting of the burden of proof to the disadvantage of the user is not associated with the preceding provisions in clauses 9.1 and 9.2.

10. Compliance with Export Control Regulations

10.1. When passing on the information, software and documentation provided by NextNurse to third parties, the user must comply with the applicable regulations of national and international (re-) export control law. In any case, when passing on such information, software and documentation, the user must observe the (re-) export control regulations of the Federal Republic of Germany, the European Union and the United States of America.

10.2. Before such transfer, the user will, in particular, examine and use appropriate measures to ensure that

- by such transfer to third parties or by providing other economic resources related to the information, software and documentation provided by NextNurse, they do not violate an embargo of the European Union, the United States of America and/or the United Nations - even taking into account potential restrictions on domestic transactions and potential circumvention prohibitions;

- such information, software and documentation provided by NextNurse is not intended for a prohibited or license-requiring armament, nuclear, or weapon technology use, unless the necessary permissions are available;

- the regulations of all relevant sanctions lists of the European Union and the United States of America concerning business transactions with the companies, persons, or organizations listed there are complied with.

10.3. If required for conducting export control audits by authorities or by NextNurse, the user will provide NextNurse with all information regarding the end recipient, end stay and purpose of the information, software and documentation provided by NextNurse and any export control restrictions applicable thereto upon request without delay.

10.4. The user shall fully indemnify NextNurse against all claims asserted by authorities or other third parties against NextNurse due to non-compliance with the above export control obligations by the user, and undertakes to reimburse NextNurse for all damages and expenses incurred in this context, unless the user is not responsible for the breach of duty. A reversal of the burden of proof is not associated with this.

10.5. The fulfilment of the contract by NextNurse is subject to the condition that there are no obstacles due to national or international foreign trade regulations, as well as no embargos and/or other sanctions.

11. Side Agreements, Jurisdiction, Applicable Law

11.1. Side agreements must be in writing.

11.2. The place of jurisdiction is Munich if the user is a merchant according to the German Commercial Code.

11.3. The individual pages of the NextNurse website are operated and managed by SCAILE Technologies GmbH and/or their subsidiaries. The pages consider the requirements of the respective country in which the responsible company is located. NextNurse assumes no responsibility that information, software and/or documentation from the NextNurse website may also be retrieved or downloaded at locations outside the respective country. If users access the NextNurse website from locations outside the respective country, they alone are responsible for compliance with the relevant legal provisions applicable in such country. Access to information, software and/or documentation on the NextNurse website from countries where such access is illegal is not permitted. In such cases and if the user wishes to enter into business relations with NextNurse, they should contact the NextNurse representatives in the respective country.

11.4. German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.