Cloud Services Agreement (SaaS) Preamble
HydroMapper GmbH, Veritaskai 8, 21079 Hamburg, Germany – hereinafter referred to as "HydroMapper" or "Provider" – develops, sells, and manages a cloud platform (hereinafter "InfraCloud" or "Software") for the digital asset management of structures. This cloud services agreement governs the rights and obligations between HydroMapper and the customers of HydroMapper's SaaS services. HydroMapper provides its SaaS services solely on the basis of this cloud services agreement.​​

1 Subject Matter of the Contract
1.1 The subject of the contract is the paid and temporally limited granting of the use of the InfraCloud platform in the customer's company over the Internet, as well as the provision of storage space on the Provider's servers. For this purpose, the customer is granted the right to use the software for viewing and managing the visualizations of his constructions as described below. 

1.2 In the InfraCloud, structures can be displayed vividly and in three dimensions both underwater and above water with information about their condition and damages. To this end, the status of the structures can be depicted in the form of a full-scale model (so-called "digital twin") based on specific models (such as 3D models, digital orthophotos, digital landscape models) and used in particular for damage visualization and as a basis for repair planning. This representation and use of the models utilizing the InfraCloud is the subject of this contract. Initially, point clouds of the structures are to be generated, for example using laser scanning, 360° photo captures, or photogrammetry. These can then be combined with additional information such as drawings or other recordings. From this, a model of the structures is calculated, which can be displayed in the InfraCloud. This preliminary measurement and creation of point clouds are not covered by this agreement and are the subject of separate agreements.

1.3 The Provider may also grant the customer the option to upload self-created measurements of structures compliant with the InfraCloud to the InfraCloud in order to process them there with the software. This requires an appropriate measurement by the customer using the quality parameters provided by HydroMapper following proper training. These measurements are also the subject of separate agreements.
1.4 In the context of using the InfraCloud, different functionalities may be possible at various functionality levels. Details are provided in the InfraCloud price list (hereinafter "Price List") in its current version. Additionally, separate AI tools that depend on usage may be bookable for the InfraCloud if described in the Price List.​​

2 Provider Services; Software and Storage Space
2.1 The Provider grants the customer the use of the latest version of the software for the agreed number of authorized users over the Internet via browser access.

2.2 The Provider ensures the functionality and availability of the software during the term of the contractual relationship and will maintain it in a condition suitable for contractual use. The functional scope available to the customer is derived from the selected rate in the valid Price List at the time of concluding the contract or from the individual agreement between HydroMapper and the customer.

2.3 The goal of the InfraCloud is to provide the best possible impression of the condition of the respective structure. The accuracy and quality depend significantly on the data obtained from the measurement. Both the data collection itself and the technical post-processing of measurement data (e.g., "post-processing" or meshing) are not the subject of this contract.

2.4 The customer can increase or decrease the number of authorized users of the software as needed according to the conditions mentioned in the Price List. The Provider will promptly provide the customer, after the conclusion of the contract, with access data in electronic form for the corresponding number of authorized users or the customer can authorize these users themselves for the respective project. If the customer provides users with access to the software within the permissible scope outlined in Appendix 1, he must also require these users to comply with the obligations existing under this agreement and is liable to the Provider for violations by the users.

2.5 The Provider will send the customer a user manual in electronic form after the conclusion of the contract. The user manual is also accessible at any time during the use of the software and can be downloaded in a common format.

2.6 The Provider may, without being obligated to do so, update or further develop the software at any time and may adjust it particularly due to changes in legal conditions, technical developments, or to improve IT security. The Provider will adequately consider the legitimate interests of the customer and inform the customer in good time about necessary updates. In the case of a substantial impairment of the legitimate interests of the customer, the customer has a special right of termination.

2.7 The Provider is not obliged to adapt to the individual needs or IT environment of the customer.

2.8 The Provider will inform the customer about any maintenance-related limitations in good time. Maintenance will be carried out regularly outside of usual business hours unless, for compelling reasons, maintenance must occur at a different time.

2.9 The Provider provides the customer with storage space on its servers for the storage of data and for the purposes of using the software in accordance with the Price List or an individual offer. The Provider will ensure the accessibility of the data within the context of the use of the software. The customer can increase or decrease the storage volume as needed according to the conditions specified in the Price List or in an individual offer.

2.10 The Provider will take measures that meet the state of the art to protect the data. However, the Provider has no duty of safekeeping or custody with regard to the data. The customer is responsible for adequate data security.  

3 Scope of Use and Rights       
3.1 There will be no physical transfer of the software to the customer.

3.2 The customer receives simple, i.e., non-sublicensable and non-transferable, time-limited rights to the current version of the software for viewing and managing the representation of his constructions for the contractually agreed number of users, allowing the software to be used via access through a browser in accordance with the contractual regulations.​

3.3 The customer may only use the software within the scope of his own business activity through his own personnel. Any further use of the software by the customer is not permitted.

3.4 Fair use: Excessive or abusive use of the InfraCloud is not permitted. The Provider reserves the right to warn the customer in the event of excessive or abusive use. In the case of continued excessive or abusive use, HydroMapper reserves the right to charge the customer for the costs incurred by HydroMapper and to exclude him from using the InfraCloud.
 
4 Support 
The Provider establishes a support service for inquiries from the customer regarding functions of the software. The contact details can be obtained from the individual customer offer. Inquiries will generally be processed in the order of their receipt.
 
5 Service Levels; Troubleshooting
5.1 The Provider grants a total availability of the platform services during its regular working hours of at least 97.5%. The minimum availability refers to the working hours from Monday to Friday from 9:00 AM to 5:00 PM CET (excluding nationwide holidays) and is calculated on a calendar-week basis. Up to four deviations from this regulation per calendar year are considered permissible, provided that no single downtime exceeds two working days. Such deviations do not constitute a violation of this agreement. The assurance of total availability does not apply during the alpha and beta phases of the InfraCloud.

5.2 For the purposes of this agreement, the platform is considered available if there is an uninterrupted connection between the servers on which the software is hosted and the handoff point to the Internet, and the customer can successfully log in and access the software. Outages of the AWS infrastructure or AWS services are not taken into account when calculating minimum availability. The validity of the availability evidence is based on the measuring instruments used by the Provider in the data center.

5.3 The customer must promptly report disturbances to the contact details mentioned in the individual customer offer. Disturbance reports can be sent via email at any time. Telephone reports are only possible during service hours – Monday to Friday from 9:00 AM to 5:00 PM CET (excluding nationwide holidays). The Provider will resolve disturbances as quickly as possible. However, due to the different types and possible causes of disturbances, no blanket or guaranteed troubleshooting times can be guaranteed. In the case of a disturbance, the Provider will regularly inform the customer about the progress of the troubleshooting measures. Processing of a correctly received disturbance report begins no later than four hours during service hours.
 
6 Customer Obligations 
6.1 The customer must protect and safeguard the access data transmitted to him against unauthorized access by third parties according to the state of the art. The customer will ensure that the use is only made within the contractually agreed scope. Unauthorized access must be reported to the Provider immediately.

6.2 The customer is obligated not to store any data on the provided storage space whose use violates applicable law, official orders, rights of third parties, or agreements with third parties.

6.3 The customer will check the data for viruses or other harmful components before storage or use in the software and will apply measures appropriate to the state of the art (e.g., antivirus programs).

6.4 The customer is responsible for regularly making adequate data backups.​​

7 Warranty 
7.1 Regarding the granting of software use and the provision of storage space, the warranty provisions of rental law (§§ 535 ff. BGB) apply.

7.2 The customer must promptly report any defects to the Provider.

7.3 Warranty for only minor reductions in the suitability of the service is excluded. Liability independent of fault pursuant to § 536a (1) BGB for defects that already existed at the time of the conclusion of the contract is excluded.
 
8 Liability
8.1 The parties are liable without limitation in cases of intent, gross negligence, and in cases of culpable injury to life, body, or health.

8.2 Without prejudice to the cases of unlimited liability according to § 8 (1), the Provider is only liable for slightly negligent breaches of essential contractual obligations, i.e., obligations whose fulfillment enables the proper execution of the contract or the breach of which endangers the achievement of the contract's purpose and on whose compliance the other party may regularly rely, limited to the foreseeable, typical contractual damage at the time of conclusion of the contract.

8.3 Compensation for consequential damages – in particular lost profits, loss of earnings, unrecovered savings, or damages resulting from project delays – is excluded. The Provider is also not liable for damages arising from claims by third parties against the customer.

8.4 The above liability limitations do not apply to liability under the Product Liability Act and within the framework of guarantees expressly assumed in writing by one party.

8.5 § 8 applies correspondingly in favor of employees, legal representatives, and vicarious agents of the parties.
 
9 Legal Defects; Indemnification
9.1 The Provider ensures that the software does not infringe upon third-party rights. The Provider will indemnify the customer against all claims by third parties due to protection rights violations attributable to him in connection with the contractual use of the software and will reimburse the costs of reasonable legal proceedings. The customer will promptly inform the Provider of claims from third parties that they assert against him due to contractual use of the software and grant all necessary powers of attorney and authority to defend against such claims.

9.2 The customer assures that the contents and data stored on the Provider's servers, as well as their use and provision by the Provider, do not violate applicable law, official orders, rights of third parties, or agreements with third parties. The customer will indemnify the Provider against claims that third parties assert due to a violation of this clause upon first request. The customer is solely responsible for the data uploaded to the InfraCloud.
 
10 Compensation and Payment Terms 
10.1 The customer pays a usage-dependent fee to the Provider. The amount is determined according to the individually agreed offer or the Price List. The first billing period begins with the agreed start of use.

10.2 The fee to be paid will be adjusted in accordance with changes in the number of users or storage volume according to the conditions in the current Price List.

10.3 Invoicing takes place monthly or annually, depending on the individually agreed offer. The invoice is due for payment within 14 working days.​ 

11 Contract Term and Termination 
11.1 The contract becomes effective upon the Provider's explicit acceptance of the order. The minimum contract term is defined in the respective individual agreement with the customer. If no fixed term is agreed upon in the individual offer, the contract is automatically extended by one additional contract year unless one of the parties terminates it in writing with three (3) months' notice prior to the end of the respective term. Deviating agreed termination periods take precedence.

11.2 The right to terminate without notice for good cause remains unaffected. The termination must be in writing in any case.

11.3 During the term of the contract, the platform provides the customer with functions for downloading and exporting the data processed by him. The customer is responsible for the backup of his data. The Provider has no obligation to assist with the transfer or backup of the data.

11.4 The Provider will irretrievably delete all data of the customer remaining on its servers 30 days after the termination of the contractual relationship unless a different agreement exists between the parties. There is no right of retention or pledge on the data in favor of the Provider.   
 
12 Data Protection; Confidentiality
12.1 The parties will comply with the applicable data protection provisions that apply to them.

12.2 As a user of the software, the customer is the data protection responsible party, and HydroMapper is merely a data processor. A separate data processing agreement (DPA) is also concluded with this contract. The Provider will process the corresponding personal data solely according to the provisions outlined therein and according to the customer's instructions.

12.3 The parties commit to maintaining confidentiality regarding all confidential information (including trade secrets) that they become aware of in connection with this contract and its execution and not to disclose, pass on, or otherwise use such information to third parties. Confidential information includes information marked as confidential or whose confidentiality results from the circumstances, regardless of whether it has been communicated in written, electronic, embodied, or oral form. The confidentiality obligation does not apply to the extent that the disclosing party is obliged to disclose the confidential information by law or due to a legally binding decision by an authority or court. The parties commit to agreeing on the same clause with all employees and subcontractors.
 
13 Final Provisions
13.1 Should any individual provisions of this contract be ineffective or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties will replace such provisions with effective and enforceable provisions that come as close as possible to the meaning and economic purpose as well as the intention of the parties at the time of the conclusion of the contract. The same applies in the event of a contractual gap.

13.2 There are no verbal or written side agreements to this contract. Changes to this contract and its annexes require written form.

13.3 German law applies, excluding the conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention).

13.4 The exclusive jurisdiction for all disputes arising from or in connection with this contract is Hamburg.​

________________As of: 07/23/2025________________

​Previous versions of this SaaS contract will be stored here in the future.