paragon semvox / GTC


– hereinafter referred to as “paragon semvox” –


The subject of this contract is the granting of rights of use regarding the geni:OS and platforms from paragon semvox to the CUSTOMER.

geni:OS, is a modular platform based on Java or C for the development of natural speech dialog systems. The foundation of geni:OS or semvox.VI is made up of AI technologies, which make it possible to implement intelligent solutions on embedded IT systems.

geni:OS, consist of the following modules, which must be licensed separately:

geni:OS SDK (workbench for developing geni:OS speech dialog systems and geni:OS libraries) – hereinafter “geni:OS”

geni:OS Runtime (libraries for the integration of geni:OS in devices or applications) – hereinafter “geni:OS RUNTIME“ SDK (API for developing speech dialog systems and libraries) – hereinafter “ ” Runtime (libraries for the integration of in devices or applications) – hereinafter “ RUNTIME“

Services such as consultation, installation, instruction, training, individual adjustment of geni:OS or, support or other services are not part of these license terms and conditions. Such services are to be ordered separately from paragon semvox.


  1. Scope of these GTC 

These license terms and conditions (hereinafter called “GTC”) regulate the licensing of geni:OS or SDK and/or the geni:OS or RUNTIME to the CUSTOMER. Unless agreed otherwise, only these GTC apply to the licensing of geni:OS or and to pre-contractual obligations in business dealings. The customer’s contractual conditions will not become the content of the contract, even if paragon semvox does not expressly object to them.

1.2.     paragon semvox only licenses geni:OS or to commercially acting CUSTOMERS.

1.3.     Even if this is not referenced again when concluding similar contracts, these GTC exclusively apply in their version accessible at when the CUSTOMER makes the declaration, unless the contract partners agree otherwise in writing.

1.4.     §§433 ff. German Civil Code apply in addition.

  1. Contract conclusion

2.1.     Offers from paragon semvox are subject to change without notice and are non-binding, unless an offer has been designated as binding in writing. A contractual obligation shall only come about through a contract signed by both parties or through an order confirmation by paragon semvox, or if paragon semvox begins to provide the contractual services after the order is placed.

2.2.     paragon semvox is bound to contractual offers for four weeks. Acceptance after that by the CUSTOMER is considered a new offer. Separate contracts are to be concluded regarding software maintenance as well as the setup and installation of software.

  1. Contractual object, scope of services

The subject matter of these GTC is exclusively the licensing of geni:OS or SDK and/or geni:OS or RUNTIME, i.e. the granting of rights of use for the modules of the geni:OS or platform according to section 4 and 5 of these GTC. The contractual object is determined by the designation from the order confirmation issued by paragon semvox to the CUSTOMER.

3.2.     The CUSTOMER shall check prior to the contract conclusion that the specification of the licensed geni:OS or modules meet its requirements and needs. The customer knows the key functional characteristics and conditions of geni:OS or modules.

3.3.     The contract signed by both parties or the order confirmation or offer from paragon semvox are decisive for the scope, type and quality of deliveries and services. Other information, product sheets, statements from employees or requirements of the CUSTOMER will only become part of the contract if the contract partners agree on this in writing or paragon semvox has confirmed them in writing. Subsequent changes to the scope of services require a written agreement or written confirmation by paragon semvox.

3.4.     Product descriptions, representations, test programs, etc. are service descriptions, but not guarantees.

3.5      The CUSTOMER receives the licensed geni:OS or modules as a download from paragon semvox.

3.6.     The CUSTOMER has no claim to being given the source text of the licensed geni:OS or modules.

3.7.     geni:OS or is legally protected. The copyright, patent rights, trademark rights and all other ancillary copyrights to geni:OS or as well as to other objects that paragon semvox provides or makes accessible to the CUSTOMER in the context of the contract initiation and implementation belong exclusively to paragon semvox in the contractual partner relationship. If third parties are entitled to rights, paragon semvox has the corresponding rights of exploitation.

  1. CUSTOMER rights in the context of a geni:OS or SDK license

In the context of the geni:OS or semvox.VI SDK license, the CUSTOMER receives the simple indefinite right to use the version of geni:OS or semvox.VI SDK current at the time of delivery company-wide on an unlimited number of IT systems as follows (corporate lifetime license):

The CUSTOMER is entitled to use the geni:OS or SDK to process its own data, even in its own company for its own purposes, especially to develop new applications based on geni:OS or All data processing devices (e.g. Clients, mobile devices, server systems) onto which components or development results from geni:OS or SDK are fully or partially, temporarily or permanently copied or adopted must be located in the CUSTOMER’s business premises or must be in their possession.

Together with the acquisition of one or more geni:OS or SDK licenses, the CUSTOMER receives a single, simple unlimited right to use a usable geni:OS or RUNTIME license in the sense of section 5 of these license terms and conditions. The supplied geni:OS or RUNTIME license may only be used by the CUSTOMER for testing and evaluation purposes.

If the CUSTOMER does not acquire any geni:OS or RUNTIME licenses for productive operation as per section 5, the CUSOTMER may only operate a single geni:OS or RUNTIME test and evaluation installation on a CPU socket in the context of the corporate lifetime geni:OS or SDK license – regardless of on how many IT systems the CUSTOMER has installed the geni:OS or SDK.

Without purchasing at least one RUNTIME intended for productive operation, the CUSTOMER is entitled to commercially use the development results of geni:OS or SDK, to pass them on to third parties, to offer them, to advertise them, to sell them or make them accessible.

The licensing of geni:OS or SDK is done by paragon semvox upon payment of the license fee specified in the offer. There is no claim against paragon semvox for the granting of a geni:OS or SDK license, unless paragon semvox has submitted a corresponding offer.

  1. CUSTOMER rights in the context of a geni:OS or RUNTIME license

In the context of a geni:OS or RUNTIME license, the CUSTOMER receives the simple indefinite right for the geni:OS or version current at the time of delivery of geni:OS or

to productively use geni:OS or for the integration of geni:OS or libraries in applications, development results of the geni:OS or SDK or devices (hardware) (productive use).

to commercially use, pass on to third parties, to offer, to advertise, to sell or make publicly accessible applications, development results of geni:OS or SDK or devices (hardware) that are developed using the geni:OS or SDK.

5.2. One geni:OS or RUNTIME license is required per CPU socket.

5.3 The license fees per geni:OS or RUNTIME license are based on the paragon semvox offer.

  1. General rules relating to the right of use

6.1.     The CUSTOMER may create the backup copies of geni:OS or required for a safe operation. The backup copies must be stored safely. Copyright notices, trademarks and product labels may not be deleted, changed or suppressed. Copies of geni:OS or that are no longer needed are to be deleted or destroyed by the CUSTOMER. The geni:OS or user manual and other documents handed over by paragon semvox may only be copied by the CUSTOMER for internal business purposes.

6.2.     The CUSTOMER is only entitled to pass on geni:OS or or parts thereof to a third party in accordance with the following rules and after performing the following processes:

Only on a single data carrier geni:OS or

The CUSTOMER deletes all other copies of geni:OS or (regardless of which state), especially on data carriers and in read-only or working memory. The CUSTOMER finally gives up the use. The customer is obligated to perform these processes before passing on the data carrier to the third party and to immediately confirm the destruction in writing to paragon semvox and to inform paragon semvox unprompted of the transfer in text form.

The transfer to the third party is permanent, i.e. without a claim to return or option to repurchase.

The third party is obligated in writing to paragon semvox that it will comply with these license terms and conditions towards paragon semvox.

The CUSTOMER shall impose all obligations from these license terms and conditions in relation to paragon semvox upon the third party.

The transfer of rights of use on the part of the CUSTOMER to the third party is first effective upon approval from paragon semvox. paragon semvox is obligated to immediately approve this if there are no important reasons (e.g. protection of competition) opposing the transfer. If there is no response from paragon semvox within 14 calendar days, the approval is considered granted.

6.3.     In the case of a violation of the CUSTOMER against the regulations of section 6.1 and 6.2, the CUSTOMER owes paragon semvox a contractual penalty in the amount of half of the amount that the third party would have had to pay according to the then-current price list for the transferred geni:OS or section RUNTIME licenses at paragon semvox, but at least half of the procurement price.

6.4.     The CUSTOMER may decompile the interface information of geni:OS or only in within the bounds of § 69e UrhG [German Copyright Act] and only if the CUSTOMER informs paragon semvox in writing of its intension and has asked for a transfer of the required interface information with a notice period of at least two weeks. Section 15 applies to all knowledge and information that the CUSTOMER receives regarding geni:OS or in the context of decompiling. Before involving any third parties, the CUSTOMER shall supply paragon semvox with a written declaration from the third party that said third party is directly committed to paragon semvox to comply with these license terms and conditions.

6.5.     All other acts of exploitation, especially the renting, lending and distribution in physical or non-physical form, use of geni:OS or and for third parties (e.g. through outsourcing, data center activities, application service providing) are not allowed without the prior written consent of paragon semvox.

6.6.     Contractual objects, documents, suggestions, test programs, etc. from paragon semvox made accessible to the CUSTOMER before or after the contract conclusion are considered intellectual property and may not be used in any way without the written consent of paragon semvox and must be kept secret as per section 15.

  1. Time of performance, delays, place of performance

7.1.     Information about the times of delivery and performance are not binding, unless they are designated in writing as binding by paragon semvox.

7.2.     Delivery and performance periods are extended by the period in which the CUSTOMER is in default of payment from the contract and by the period in which paragon semvox is prevented from delivery or performance for reasons for which it is not responsible, and by a reasonable start-up period after the end of the cause of the prevention. These circumstances also include force majeure and labor disputes. Periods are also considered extended by the period in which the CUSTOMER does not cooperate in violation of the contract, e.g. does not provide information, does not create access, does not deliver a supply or does not provide employees.

7.3.     If the contractual partners subsequently agree on other or additional services that affect the agreed periods, then these periods extend by a reasonable period of time.

7.4.     Reminders and setting deadlines by the CUSTOMER must be in the written form to be effective. A grace period must be reasonable. A period of less than two weeks is only appropriate if there is a special need for urgency.

7.5      The place of performance for services is the place where the service is to be rendered. Incidentally, the headquarters of paragon semvox is the place of performance for all services from and in connection with this contract.

  1. Contractual obligation and contract termination

8.1.     Any termination of the further exchange of services (e.g. In case of withdrawal, termination for an important reason, claims for compensation instead of the service) must always be threatened by the CUSTOMER naming the reason and granting a reasonable time period for rectification (normally at least two weeks) and can only be declared within two weeks after the expiration of the time limit. The deadline can be omitted in legally mandated cases (see § 323 para. 2 German Civil Code). If the CUSTOMER is wholly or largely responsible for the fault, it cannot demand rescission.

8.2.     All declarations in this context require the written form to be effective.

  1. Remuneration, payment

9.1.     The agreed remuneration is due immediately and without delay after delivery the delivery of geni:OS or and receipt of the invoice by the CUSTOMER.

9.2.     Unless agreed otherwise, the respective price and conditions list of paragon semvox applies.

9.3.     Travel expenses, out-of-pocket expenses, accessories, shipping costs and telecommunication costs are also to be remunerated at cost. Additional services requested by the CUSTOMER (e.g. consultation and support during the program installation), are to be invoice to paragon semvox according to the current price list.

9.4.     All prices are net, plus VAT.

9.5.     The CUSTOMER can only settle claims that are undisputed by paragon semvox or that are legally established. Except in the area of § 354 a HGB [German Commercial Code], the CUSTOMER can only assign claims from this contract to third parties with the prior written consent of paragon semvox. The CUSTOMER is only entitled to a right of retention or the plea of an unfulfilled contract within this contractual relationship.


  1. CUSTOMER obligations

10.1. The CUSTOMER is obligated to immediately have every paragon semvox geni:OS or module expertly examined from delivery or from the time it is made accessible in accordance with the commercial law provisions (§ 377 HGB) and to object to recognizable defects in writing, specifying the fault in detail. The CUSTOMER generally tests every geni:OS or module for usable in the specific situation before starting productive use. This also applies to programs that the CUSTOMER receives from paragon semvox in the context of the warranty or a maintenance contract.

10.2. The CUSTOMER shall take appropriate precautions for the case that geni:OS or is fully or partially not working properly (e.g. through data backup, fault diagnosis, regular responsibility to ensure the functional capability of its IT systems when using geni:OS or

  1. Material defects

11.1. geni:OS or has the agreed property and is suitable for the contractually presumed use, or, in the absence of an agreement, for the usual use. geni:OS or meets the criterion of practical suitability and has the usual quality for this type of software. However geni:OS or is not free of errors. A functional impairment of geni:OS or resulting from hardware defects, environmental conditions, incorrect operation or similar is not a fault. An insignificant reduction in quality is not taken into consideration.

11.2. In case of material defects, paragon semvox may first provide subsequent performance. The subsequent performance occurs at paragon semvox’s choice by rectifying the defect, by delivering a geni:OS or version not containing errors, or by paragon semvox providing options for avoiding the effects of the defect (workaround). At least three improvement attempts are to be accepted to rectify a defect. A new program of equal value or the equivalent preceding program version without the error is to be accepted by the CUSTOMER if this is reasonable for the CUSTOMER.

11.3. The CUSTOMER shall support paragon semvox in the fault analysis and rectification of defects, in particular by specifically describing the occurring problems, comprehensively informing paragon semvox and giving paragon semvox the time and opportunity necessary to rectify the defect. paragon semvox may perform the defect rectification on site or at its premises, depending on their decision. paragon semvox may also provide services via remote maintenance. The CUSTOMER shall ensure the required technical prerequisites at its own costs and grant paragon semvox electronic access to the geni:OS or installation following the corresponding prior announcement.

11.4 paragon semvox does not owe any warranty if the CUSTOMER has changed geni:OS or, has used it outside of the prescribed environment or operated it incorrectly. paragon semvox may demand a reimbursement of expenses if no defect is found and the CUSTOMER had at least claimed a notice of defect negligently. The burden of proof for the non-existence of negligence lies with the CUSTOMER.

11.5. If paragon semvox ultimately rejects the subsequent performance or ultimately fails here, or is unreasonable to the CUSTOMER, the CUSTOMER may either withdraw from the contract or appropriately reduce the remuneration and demand additional claims for compensation or reimbursement of expenses. The claims shall fall under the statute of limitations as per section 13.

  1. Defects of title

12.1 paragon semvox ensures that the contractual use of geni:OS or by the CUSTOMER does not conflict with the rights of third parties. In case of defects of title, paragon semvox guarantees that they will grant the CUSTOMER a legally flawless option to use geni:OS or or equivalent software at the CUSTOMER’s discretion.

12.2. The CUSTOMER shall inform paragon semvox immediately in writing if the third parties claim industrial property rights (e.g. copyrights or patent rights) to the software. The CUSTOMER grants paragon semvox the power to deal with third parties on its own. If paragon semvox uses this authorization, the CUSTOMER may not recognize the third party’s claims without the consent of paragon semvox. paragon semvox then wards off the third party’s claims at its own expense and indemnifies the CUSTOMER of all costs associated with defending against these claims, provided these are not based on the CUSTOMER’s behavior contrary to obligations (e.g. non-contractually compliant use of geni:OS or

12.3. Sections 11.2, 11.4 and 11.5 apply accordingly.

  1. Limitation period

13.1. The statutory period of limitation

for claims to purchase price reimbursement from withdrawal or reduction is one year from delivery of the software, but for properly notified defects is not less than three months from submission of the effective declaration of withdrawal or reduction

is one year for other claims from physical defects, two years for claims from defects of title, if the defects of title are not in a third party’s right

is two years for claims to damage compensation or replacement of wasted expenses not based on physical defects or defects of title; The period begins from the time when the CUSTOMER received knowledge of the circumstances justifying the claim or should have become aware of the circumstances without gross negligence.

The limitation period enters into force at the latest upon expiry of the maximum periods determined in § 199 BGB.

13.2. In case of damages and expense reimbursement from intention, gross negligence, guarantee, fraudulent intent, however, the statutory periods of limitation always apply.

  1. Start and end of the CUSTOMER’s rights

14.1. The ownership of the delivered items and the rights of use are first transferred to the CUSTOMER upon complete payment of the contractual remuneration. Prior to this, the CUSTOMER only has a provisional right of use under the law of obligations and that can be revoked pursuant to section 14.2.

14.2 paragon semvox may terminate the granted rights of use 4 for good reason under the prerequisites of section 8. A good reason exists in particular if paragon semvox cannot be expected to continue to adhere to the contract, especially if the CUSTOMER does not pay the remuneration or significantly violates these license terms and conditions.

14.3. If the CUSTOMER’s rights of use do not arise or if they end, paragon semvox may request the customer return the objects that were handed over or may request the written assurance that they are destroyed, and also the deletion and destruction of all copies of the objects and the written assurance that this has happened.

  1. Secrecy and data protection

15.1. The contractual partners are committed to treat with confidentiality all objects (e.g. software, documents) received from the other contractual partner before or during the contract implementation or made known to them that are legally protected or that contain trade or business secrets or are marked as confidential, also beyond the end of the contract, unless they are publicly known without violating the duty of confidentiality. The CUSTOMER shall only make the contractual objects accessible to the employees and other third parties who require access to perform their official tasks. The CUSTOMER shall instruct these people about the need to maintain confidentiality of the objects.

  1. Liability

16.1. The CUSTOMER’s claims to damages, costs or reimbursement of expenses against paragon semvox are based on these provisions disregarding the legal nature of the claim.

16.2. Regardless of the legal reasons, paragon semvox’s liability is excluded, unless the cause for damage is based on intent and/or gross negligence of paragon semvox or the employees, representatives or vicarious agents of paragon semvox. If the liability of paragon semvox is excluded or restricted, this also applies to the personal liability: of employees, representatives or vicarious agents of paragon semvox.

16.3. paragon semvox is liable as per the statutory provisions for damage from injury to life, body or health, which is based on an intentional, grossly negligent or negligent breach of duty by paragon semvox or a legal representative or vicarious agent of paragon semvox.

16.4. If paragon semvox at least negligently violates a key contractual obligation, i.e. an obligation whose compliance is particularly important to achieving the contractual purpose (key contractual obligation or cardinal obligation), the liability is limited to the typically resulting damage, i.e. to such damage that must typically be expected in the context of the contract.

16.5. paragon semvox’s liability remains unaffected according to the Product Liability Act (§ 14 ProdHG). The same applies to fraudulent concealment of defects and/or upon assumption of guarantees for the property of the solution by paragon semvox.

  1. Final provisions  

17.1. Ancillary agreements must be in the written form.

17.2. The law of the Federal Republic of Germany apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

17.3. If the CUSTOMER is a merchant, legal entity under public law or public-legal special asset, the exclusive place of jurisdiction for all disputes arising from this contract is the place of business of place of jurisdiction at 66121 Saarbrücken.

17.4. The same applies if the CUSTOMER is an entrepreneur in the sense of § 14 BGB and does not have a general place of jurisdiction in Germany or place of residence or habitual dwelling at the time the action is brought.

17.5. paragon semvox’s authority to appeal to a court at another legal place of jurisdiction shall remain unaffected.