Regulations of using the IRIS Multi Energy System § 1 Subject Matter of the Regulations The Regulations determine conditions of making available by the Contractor, by means of the telecommunication network, the IRIS Multi Energy System, hereinafter referred to as the System, as well as conditions of use of the System by the Client. § 2 Definitions The following notions, written in capital letters in italics, will be referred to in the content of this Agreement in the following meaning: 1. Source Code – technically documented set of System instructions which, after placing on a carrier recognizable by digital machines and automatic translation to the return code results in the fact that they are capable to perform functions according to the System's utility documentation. 2. Client – ……….. 3. The Contractor – EBICOM Sp. z o.o. 4. Agreement – agreement no. …………… concluded between the Client and the Contractor. § 3 Statements from Parties 1. The Contractor declares that the scope of the Contractor's basic activities includes creating IT systems supporting company management as well as providing related services. 2. The Client states that he has become familiar with scope of functions implemented by the System whose list is Appendix no. … to the Contract. 3. The Client hereby states that he meets minimum technical requirements for a user of the System, which have been defined in Appendix no. … to the Contract. §4 Subject made available 1. The subject made available is the System, its new versions, Modifications, as well as any of its updates and other Changes along with the System's utility documentation, prepared in an electronic form. Detailed functional scope of the System is stipulated in appendix no. …. 2. The Contractor makes the System available to the Client against payment, for definite time, indicated in the Contract, for the maximum number of … (in words: … thousand) Power Collection Points, with restricted possibility of using the System to conduct business activity. 3. The System, its New versions, Modifications, as well as any of its Updates and other Changes, along with the System's utility documentation constitute an object of copyright of the Contractor as well as third parties, and this right is subject to protection on the terms provided in the Act of 4 February 1994 on copyright and related rights. 4. The source code and the structure the System's databases are and contain the Contractor's business secret and shall not be made available. §5 Contractor's obligations 1. The Contractor guarantees that the System is free from any legal defects, in particular: The Contractor is entitled to exclusive proprietary copyright to the System and this right is not limited by third party rights. The Contractor guarantees that elements and technologies used for performance of the subject matter of the present agreement, and not being property of the Contractor are free of legal defects, which means that they have been used in accordance with intention of concluded dealer's, license and other agreements concluded between the Contractor and their legal owners, in particular, they will not prejudice the copyrights third parties, regulations of the Act of 16 April 1993 on counteracting unfair competition (Journal of Laws 03.153.1503 consolidated version as amended), are free from prohibited borrowings and there are no other circumstances that could expose the Client to liability towards third parties. The Contractor shall be obliged to protect the Client and indemnify him with regard third party claims related to the violation of copyright, both proprietary and personal, any other claims related to the subject of this agreement, and also in relation to claims or liability of the Client under non-compliance of any statements or assurances of the Contractor. The Contractor shall pay the Client the amount corresponding to the above mentioned claims within 14 days from a demand for pay by the Client. 2. The Contractor guarantees that the System will operate according to the provided documentation, while in the case when the documentation's requirements are not met, the Contractor will immediately restore the required functionality. Obligations of the Contractor to provide the System's availability level agreed between the Parties are contained in Appendix no. 2 to the Agreement. §6 Scope of making the System available Obtaining access to the System shall authorize the Client to: 1. use the System installed on servers made available by the Contractor, outside the Client's registered office and organizational units, to which the Client has access via telecommunication connections, 2. use the system in order to process the Client's data for the needs of business activities conducted by him, 3. increase the number of users is possible when using the System after prior agreeing between the Parties on the terms of cooperation. 4. grant, under the rights, access to the System to Cooperating Entities subject to prior written permission of the Contractor. The Contractor can refuse consent in the case of submitting reservations, related to the possibility of violating the Contractor's legal interest by the fact of making the System available to a given Cooperating Entity. §7 Client's obligations 1. The Client is obliged to refrain from: 1.1. undertaking or enabling activities aimed at learning the Source Code or the System's database structures through its display, observation and testing, in particular in order to learn the System's idea and principles, unless this is an element of authorized activities necessary during the System's operation; 1.2. decompiling, replaying, reproducing or modifying the Source Code, including the System's database structure in full or in part; 1.3. independent creation by the Client, without prior written consent from the Contractor, application software that would modify data stored in the System; 1.4. delivering any unlawful content to the System. 2. The Client is obliged to undertake any reasonable steps to protect the System against access of unauthorized persons. 3. The Client is not entitled to: 3.1. sale, distribution, transfer in settlement, rental, leasing, giving up free of charge, sharing or other disposal for the benefit of a third party of access to the System or the utility documentation in full or in part; 3.2. sharing, including temporary sharing of the System or the utility documentation in full or in part to third parties except for entities specified in §6, passage 4 of this Appendix; § 8 Documentation The Client has the right to download, from the System, the System's utility documentation of the Client and make it available on positions related to using the Software; § 9 Exclusion of liability The Contractor is not responsible for loss of the System, loss of data, lost profits and other damage resulting in connection with using the System as a result of: 1. circumstances resulting from exclusive fault on the part of the Client; 2. interference in the System's Source Code by any persons, acting on behalf of the Client, or to whom the Client granted access to the System 3. action a computer virus introduced by the users; §10 Fees Under making the System available the Client will pay remuneration to the Contractor in the amount and on terms specified in the Agreement and Appendix no. … to the Contract. §11 Complaints The Client shall be entitled to report any reservations as to functioning of the System being the subject made available, according to the terms specified in Appendix no. … to the Main Agreement. §12 Expiry of access to the System 1. In the case of a gross breach of the provisions and conditions of these Regulations by the Client, in the scope of obligations specified in §7 item 1.1 to 1.3 and item 3 of these Regulations, the Contractor shall call upon the Client to cease the violations within 30 days from the date of receipt of the call, and in the case of its ineffective expiry, he shall call upon the Client to cease the violations within subsequent 30 days, and in the case of an ineffective expiration of the term specified in the second call, he shall be authorized to terminate the contract with immediate effect. 2. In the case of Contract termination due to the Client's violation of these Regulations or for other reasons defined in the Contract, access to the System shall expire and the Client shall be obliged to cease its operation, and to return to the Contractor all copies of the System's utility documentation. For the Client For the Contractor …………………………………………………………………………… …………………………………………………………………………… …………………………………………………………………………… ……………………………………………………………………………