General Terms and Conditions (GTC)

Bitforge AG
Zeughausstrasse 39
8004 Zurich

(hereinafter referred to as "Bitforge")

Concerning: yago and yago.cloud (work contract)

Edition: Version 1.2, February 22, 2023

A Introduction

1 Scope of these General Terms and Conditions (GTC)

Bitforge operates a webshop for the purpose of advertising services for the production of 3D models and augmented reality (AR) services. On the webshop, customers can book a pricing package for the production of 3D models or for the generation of an HTML tag and a QR code for the integration of AR functionalities in a website and other services. The present General Terms and Conditions (GTC) apply to the development service provided by Bitforge to the customer in the area of Augmented Reality, the Content Management, AR-View Reporting, the Augmented Reality 3D models and regulate the rights and obligations between the parties, unless an individual agreement has been made. These GTC shall apply upon conclusion of a pricing package Free, Starter, Lite, Pro and Premium.

• The LITE pricing package includes:
• Create 1 project
• Upload up to 20 models
• Model management with yago CMS
• AR-View reporting
• SEO optimized models
  

The PRO pricing package includes:

• Create up to 5 projects
• Upload up to 100 models
• Model management with yago CMS
• AR-View reporting
• SEO optimized models
  

The PREMIUM pricing package includes:

• Create up to 10 projects
• Upload up to 250 models
• Model management with yago CMS
• AR-View reporting
• SEO optimized models

The ENTERPRISE pricing package includes services that are negotiated on a case-by-case basis.

B Basics

2 Basics of the contract for work and services for the production of augmented reality 3D models

In the case of contracts for the production of augmented reality 3D models or the production of the possibility to use an augmented reality 3D model, Bitforge owes the customer a success in the sense of a perfectly visualized and functioning 3D model for implementation on e.g. the customer's homepage at an approximately determined date. Only after a 3D model has been created by Bitforge or the use of a 3D model has been made possible, an AR-View Reporting (this is a simple determination of the views without further details) is created.

The pricing model for the production of simple (low detail products, such as vases or standard tables, etc.) 3D models is as follows:

• CHF 299.- per model
  

Bitforge has the right to decide whether it is a simple or complex 3D model. If it is not a simple 3D model, Bitforge has the right to send an offer to the customer within 72 hours.

In case of complex models, a contract for modeling of a 3D model is concluded with the acceptance of Bitforge's offer by the customer. The offer shall specify the following:

• Remuneration
• Date of performance

3 Change of the scope of services

At any time during the provision of services, the customer may specify the agreed services or propose a change in the agreed services. This will usually entail cost consequences. Bitforge will subsequently inform the customer as soon as possible whether the change is possible and what effects it will have on the contract, in particular on deadlines and costs. Silence on the part of Bitforge shall not be considered as consent without cost consequences for the customer. Bitforge's consent shall be given in writing, stating any additional costs and changes in deadlines within a reasonable period of time. The expenses for the clarification of the change or specification can be charged by Bitforge and can lead to delays in the project depending on the extent.

4 Binding performance dates

The dates agreed upon in the individual contract for the performance of the service and, if applicable, for the delivery of work results are considered to be indicative. They can only be changed by agreement of both parties. If one party is unable to meet a deadline or fails to meet its obligations to cooperate, the other party shall not be obliged to meet the subsequent deadlines if it is no longer able to do so due to these circumstances. In this case, the other party undertakes to communicate a new deadline for the subsequent dates as soon as possible.

C Remuneration and payment modalities

5 Type of remuneration

The remuneration for the content management, AR-View reporting and the creation of 3D models is designed as a lump sum remuneration on the homepage of Bitforge. The term of the lump sum compensation is also defined on the homepage of Bitforge. The prices offered on the Bitforge homepage at the conclusion of the pricing package apply.

The type of payment is for simple 3D models flat rate between CHF 209.- and CHF 299.- and depends on the ordered number of 3D models. This is a fixed price with discount.

In the case of complex 3D models, the amount of remuneration is agreed upon in the respective individual contract. Only a remuneration according to expenditure and without cost ceiling comes into question.

Bitforge will invoice remuneration on a time and material basis after fulfillment of the contract. Upon express request, the customer shall receive a lump-sum report on the services rendered.

Services at a fixed price will be invoiced by Bitforge directly after conclusion of the contract. The agreed fixed price finally covers all expenses of Bitforge for the production of the 3D model.

D Rights, Guarantees and Liability

6 Rights to the service and work result

The copyrights to the developed 3D models remain with Bitforge. The customer receives an unlimited right of use. All rights remain with Bitforge until full payment has been made. The customer grants Bitforge the right to use and evaluate the created 3D models as desired.

7 Warranty of title

Bitforge ensures that it and its employees, auxiliary persons and subcontractors do not violate any rights of third parties in the course of their work. If, nevertheless, Bitforge is sued for infringement of Swiss or in Switzerland recognized patents, copyrights or other immaterial rights by possession and/or use of the 3D models and AR-View reporting created by Bitforge, the customer is obliged to notify Bitforge immediately. Bitforge has the right to take over the litigation at its own expense and / or to make changes at its own expense in order to eliminate the infringement or to acquire the corresponding rights. In this case, the contracting parties are mutually obligated to provide each other, free of charge and upon first request, with all information that may serve to defend against the lawsuit.

If the customer is prohibited by court or other official order - even in proceedings in which Bitforge is not itself a litigant - from unrestricted use of the 3D models developed by Bitforge due to alleged or existing rights of third parties, Bitforge shall not be liable for claims for damages or other claims against payment resulting from the restricted or impossible use.

For acknowledgement of claims, withdrawal of possible counterclaims, judicial and extrajudicial settlement, the party acting towards the third party (Bitforge or the customer) shall obtain the consent of the other party in writing, provided that the other party is at least indirectly affected. Consent may not be withheld if the continuation of the dispute with the third party cannot reasonably be expected of the party wishing to terminate the agreement in good faith, taking into account all the circumstances.

Bitforge's liability under the title of warranty of title is limited to the obligations mentioned in this clause and is limited to a maximum of 15% of the concrete order volume affected by the warranty of title. Any further liability, in particular for consequential damages to the customer or third parties, is excluded.

Bitforge shall be released from the above obligations if a claim under property rights is based on the fact that the result of the services rendered has been modified by the customer or by third parties not commissioned by Bitforge, or that its use takes place under conditions of use other than those specified.

8 Warranty

After delivery of the work, the customer shall, as soon as is practicable in the ordinary course of business, inspect its condition and notify Bitforge of any defects. If the customer fails to do so, the work shall be deemed approved on the seventh day after delivery.

If the delivered work is expressly or tacitly approved by the customer, Bitforge shall be released from the warranty obligation, unless the defects were not recognizable during the acceptance and proper inspection or were intentionally concealed. Bitforge is liable for such defects for a maximum of two years from the date of acceptance.

In the event of occurrence and notification of a defect within the agreed period of time, the customer shall have the exclusive right to rectification of the defect instead of the warranty claims under the Swiss Code of Obligations. The right to rectification is excluded if this results in unreasonable costs for Bitforge in relation to the remuneration claim for the service. Unreasonable costs are understood to mean that the creation of the 3D model is no longer profitable for Bitforge. In this case, the customer must declare the reduction or cancellation in accordance with the provisions applicable by law. The customer's right of set-off is excluded.

9 Liability

Bitforge shall be liable for damages resulting from the present contractual relationship at most in accordance with the following principles, if Bitforge is at fault:

1. If a fixed price for the service is agreed in the individual contract: Up to a maximum of 20% of the fixed price or cost target;
2. If compensation is agreed in the individual contract only according to expenditure: Up to a maximum of 20% of the amount of Bitforge's remuneration claim, which has effectively arisen in total up to the occurrence of the damage.

This limitation of liability applies only as far as the exclusion of liability is legally permissible. The exclusion of liability explicitly applies to slight negligence. The limitation does not apply to damages caused intentionally or by gross negligence.

Bitforge's liability for indirect damages and for claims of third parties against the customer or indirect consequences of data loss is fully excluded.

For consequential damages caused by Bitforge, such as loss of profit, the exclusion of liability for Bitforge applies up to and including slight negligence.

The liability of Bitforge for auxiliary persons (except for persons who are in an employment relationship with Bitforge) is fully excluded.

Also excluded is any liability of Bitforge for damages that occur because the customer does not fulfill his contractual obligations (in particular duties of cooperation and information) or does not have the necessary operating systems or 3rd party software from Apple, Google, etc.. Bitforge assumes no liability for all services to be provided by third parties, such as Google, Apple, etc., for the use of augmented reality 3D models. Bitforge also assumes no liability for the integration of the HTML tag and QR code on the home page of the customer, as long as the HTML tag and QR code would work with third parties or third parties, such as Google or Apple, etc. make the integration temporarily or fully impossible. The burden of proof for the lack of functionality with third parties or the permission of use by Google, Apple etc. shall be borne by the Purchaser.

E Rights and Duties of the Contracting Parties

10 Duties of Bitforge

Bitforge undertakes to perform all activities with all due care and in impeccable quality at the latest state of the art.

Bitforge undertakes to keep a lump-sum report of the time spent on the work. The reports will be made available to the customer upon request.

Bitforge undertakes to inform the customer about all relevant circumstances, which have a significant influence on the provision of the service. Hosting is not an obligation of Bitforge.

11 Duties of the customer

The customer supports Bitforge in the provision of the service mainly through timely and clear instructions, provision of the required information (in particular photo and the correct dimensions) in the resolution requested by Bitforge and at the right time. The customer shall ensure permanent access authorization of Bitforge to all components of the customer's computer system necessary for the fulfillment of the contractual obligation. If Bitforge is unable to provide AR-View Reporting due to reasons attributable to the customer or 3rd party services, the service is not owed.

The customer is obligated to inform Bitforge about all circumstances that may influence the provision of the service.

12 Rights of Bitforge

Bitforge may list the project as well as the name and logo of the customer on its own website. The customer grants Bitforge the right to use the created 3D models as it wishes, even if the name and logo of the customer is visible.

Bitforge is entitled to use auxiliary persons (subcontractors) for the fulfillment of the contract.

Unless otherwise expressly stipulated in the individual contract, Bitforge is entitled to use concepts, procedures, ideas and code snippets, which it has obtained in the performance of its services alone or together with the Customer, also in the performance of services for other customers.

13 Rights of the Customer

The customer has the right to request an update on the project progress from Bitforge at any time. This will be delivered in writing within a reasonable period of time. A period of 14 days is still considered reasonable.

The customer has no right to review and reject third parties employed by Bitforge. If the customer rejects a third party for good cause, the customer shall be liable for all additional expenses incurred by Bitforge.

Except as otherwise expressly provided in the Individual Agreement, Customer shall not be entitled to use any concepts, processes, ideas and code snippets obtained by Bitforge in the performance of its services alone or together with Bitforge also in the performance of services for customers of Customer.

F Final Provisions

14 Invalidity of provisions

Should individual provisions of these GTC prove to be void or invalid, this shall not affect the validity of the remaining provisions of these GTC. In such a case, the contracting parties shall adapt the GTC in such a way that the purpose intended by the void or ineffective part is achieved as far as possible.

15 Applicable Law / Place of Jurisdiction

The contractual relationship between Bitforge and the customer shall be governed exclusively by Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 and excluding the conflict of laws provisions of the Swiss Federal Act on Private International Law (IPRG). The place of jurisdiction for any disputes arising from these GTC's is the city of Zurich.