Terms

1. Scope, Definitions

The provider develops and markets software, and provides services in the areas of IT, marketing and distribution.

The provider and the customer conclude an agreement about the purchase of one or more software products, or about a maintenance agreement, or about other products or services.

The subject of the agreement is precisely defined in the provider‘s offer to the customer.

The customer declares that he acts as an entrepreneur. An entrepreneur is a natural person, or a juristic person, or a corporate body, who is performing business or self-employed professional activities when involved in legal acts.

2. License

If the customer purchases from the provider a software product manufactured by the provider, the provider grants the customer the timely unrestricted, non-exclusive right to use the licensed software product to the extent the purchased license model allows it.

The provider‘s license models provide for a licensing scheme based on the amount of servers, or on the amount of users, or on the amount of mail boxes, or on other criteria. Details are subject to the respective license model, chosen by the customer.

The copying and archiving of the software product solely for purposes of the customer‘s own data protection is allowed. All copyrights and other intellectual property rights of the software product, and of updates, documentation etc. remain with the provider.

The program or parts of it - with the exception laid down in the following paragraph 4 - may neither against payment nor free of charge be disseminated, licensed, rented, changed, translated, adapted or published. The software product or parts of it may not be disassembled, decompiled, or otherwise be retransformed into a general readable format. §§ 69d and 69e of the German Copyright Act, UrhG, remain unaffected.

If the customer acts as distributor, reseller, merchant, or other service provider, who distributes the software product to end users, the customer has to explicitly declare this in the course of the order process, and name the concrete end user as end-licensee. Provided for this, the customer has the right to assign the software product according to the applicable license model fully and permanently to the named end user. The customer instantly has to delete all copies of the software product from the used hardware including external data carriers. The end user has to declare his agreement to these license conditions.

3. Maintenance

If the customer concludes a maintenance agreement with the provider, maintenance fees are subject to relevant license model. The maintenance agreement includes software updates and support services.

In case updates of the software products are released during the term of the maintenance agreement, the provider delivers those updates free of charge to the customer. Though, there is no obligation of the provider to release software updates.

The provider delivers support services primarily through email services. The customer receives the respective contact details after the conclusion of the maintenance agreement. For regular maintenance customers, support services are free of charge.

4. Other Services, Consulting

Other provider services need to be paid separately by the customer and include in particular:

- Changes to software products that are not subject to maintenance services according to Number 3) of this agreement, in particular adjustment to new products and services and adaptation to customer related changes in his course of operations;

- Software adjustment to changed hardware and/or software surrounding of the customer, including new program versions (e.g. releases, updates/upgrades) of third party software used on the system;

- Clearance of malfunctions, which have occurred due to inappropriate system operation by the customer, an act of God, intervention of third parties, or other reasons not related to the provider;

- Other software adjustments, supplements, and enhancements on the customer‘s request;

- General consulting services, charged on the basis of hourly rates.

5. Fees and Payment

All provider fees are exclusive of the relevant German V.A.T. The customer needs to pay V.A.T. to the extent required by German law, in addition to the indicated provider fees.

The amount of provider fees is subject to the provider‘s offer to the customer. In his offer, the provider explicitly lists potential delivery fees, which need to be paid by the customer.

Provider fees are due for payment within 14 days after invoice issuing. Is the customer in default with the payment of provider fees, and a provider‘s reminder remains without effect, the customer is obliged to pay on the open debt an interest rate of 10% above the base rate, calculated from the date of default entry. The customer‘s obligation to pay default interest does not affect the provider‘s right to claim further default damages.