License Terms for the Use of Cloud Solutions (EULA) Version 1.1 Release 15.08.2019 1 General, Definitions 1.1 These General Terms and Conditions of awisto business solutions GmbH, Mittlerer Pfad 4, 70499 Stuttgart, Germany, as of 11.07.2019, for the use of cloud solutions (hereinafter referred to as "License Conditions") shall apply exclusively to such contracts which awisto business solutions GmbH, Mittlerer Pfad 4, 70499 Stuttgart, Germany (hereinafter referred to as "awisto") concludes with companies, merchants, legal entities under public law or public special funds. 1.2 General terms and conditions of the customer shall not become part of the contractual relationship unless awisto expressly agrees to their inclusion. This need for consent applies in any case, even if awisto performs the services without reservation while being aware of the customer's general terms and conditions. 1.3 The following definitions shall apply to these license terms: 1.4 “Customer" is the company, merchant, legal entity under public law or public special fund with which awisto enters into the present contractual relationship. 1.5 "Cloud solution" is a cloud-based software solution from awisto, which the customer installs on his Microsoft system. The cloud solution accesses the awisto system via an Internet connection within the scope of its contractual and intended use. 1.6 "Employees" are all employees (with and without employee status), organs and representatives of awisto. 1.7 "System" is the technical and organizational infrastructure which is necessary for the operation of the cloud solution. 1.8 "Contracting party" is awisto or the customer. 1.9 "Contracting parties" are awisto and the customer. 1.10 "Working day" is any calendar day which is not Saturday, Sunday, 24.12. and 31.12. of a calendar year or a legal holiday valid in the Federal Republic of Germany or the Federal State of Baden-Württemberg. 2 Subject matter of the contract, conclusion of the contract 2.1 awisto makes the cloud solution available to the customer for use for the agreed duration. Customer is entitled to use the cloud solution for the agreed duration. 2.2 awisto maintains, operates, maintains and maintains the system. The customer does not get access to the system. awisto maintains and maintains the cloud solution. 2.3 The cloud solution may only be used with one Microsoft Dynamics 365 instance; use on another instance requires additional licensing. 2.4 awisto grants the customer a test phase for the use of the cloud solution of a maximum of 4 weeks. During the test phase the customer is not entitled to use the cloud solution productively. 2.5 The current version of the general service description of the cloud solution is available on the awisto website. Further documentation is not owed by awisto. 3 Remuneration claims 3.1 The use of the cloud solution shall be remunerated by the customer. 3.2 All daily rates, hourly rates, prices, remunerations and fees stated by awisto are exclusive of VAT and duties. 3.3 Prices to be paid by the customer are payable in advance. 3.4 In the event of a delay in payment by the customer, awisto is particularly entitled to block or restrict the use of the cloud solution for the customer in whole or in part for the duration of the delay. 3.5 Services provided by awisto within the scope of legal and/or contractual warranty claims of the customer are always free of charge. 4 Duties of awisto 4.1 If contractual services can be implemented in different technical ways and/or with different technical means, awisto shall decide on kind and means at its own discretion. Such a decision must take into account the interests of the customer to a reasonable extent and be reasonable for the customer. 4.2 awisto shall not be obliged to examine the compatibility of the content requirements made by the customer for the services to be provided by awisto with applicable legal provisions, in particular competition law, data protection law and consumer protection law provisions, as well as infringements of patent law. The responsibility for this lies and remains with the customer. Nevertheless, awisto shall notify the customer of any breaches of law as soon as awisto becomes aware of such breaches and such notification does not constitute a breach of duty on the part of awisto. 4.3 awisto hereby expressly points out that the use of the software in accordance with the contract may necessitate subsequent licensing of third-party software. Any additional costs incurred as a result of any necessary subsequent licensing of third-party software shall be borne by customer. 4.4 awisto's consulting obligations towards the customer shall only exist to the extent expressly agreed. 4.5 All time specifications refer to the time zone Berlin, Central European Time (CET/MEZ) under consideration of summer and winter time. 4.6 Services provided by awisto shall only be deemed to be guaranteed to the extent that the word "guarantee" or "guaranteed" is expressly used in connection therewith. 4.7 awisto owes exclusively the performance of the services, which are expressly described and agreed upon. 4.8 Services agreed in service level agreements, support contracts, maintenance contracts are not guaranteed and do not constitute guarantees. 4.9 The place of performance is the registered office of awisto. 4.10 All time and date specifications do not represent fixed dates, unless they are expressly designated as "fixed dates" or "fixed dates". 4.11 awisto is entitled to change and/or adapt the cloud solution within the scope of maintenance, support and regular further development, in particular due to general improvements and adaptation to changed legal framework conditions, by means of patches, updates, upgrades and new releases, as far as these changes or adaptations are technically necessary and/or security gaps in the cloud solution are closed and/or the cloud solution is functionally and/or technically improved and/or the existing functionalities are not restricted. Such changes and adaptations are only permissible in any case if they take into account the interests of the customer to a reasonable extent and are reasonable for the customer. 4.12 awisto is not responsible for the functionality and performance of the customer system, nor for the services of communication and transmission systems of third parties which, due to the internet-specific peculiarities, participate in the transmission of the data, but were not selected by awisto and whose behaviour cannot be influenced by awisto either. 4.13 awisto is not obliged to store data and information which the customer imports, stores and/or uses into the software within the framework of the execution of the contract and the use of the software, within the framework of the termination of the contractual relationship or at a later point in time, and/or to hand them over to the customer. 4.14 If a third party asserts claims against the customer and/or awisto due to legal violations of the customer within the scope of the use of the cloud solution, in particular due to criminal offences or violations of intellectual property, awisto is entitled to block or restrict the customer's use of the cloud solution as long as the asserted claim has not been legally rejected by a court or the third party has bindingly waived its claims. In the event of such a suspension or restriction of the usability of the cloud solution, awisto has the right to terminate the contract extraordinarily. In this case, the payment made by the customer in advance will not be refunded. 5 Service Level Agreement 5.1 awisto provides the customer with the software on his system via an internet connection at 99.0% per calendar year. The thus admissible non-availability of the software in the amount of 1.0% per calendar year is only available for unplanned, unforeseeable and not arbitrarily scheduled failures (impairments of accessibility, functionality or operability). If an intentional or grossly negligent violation of contractual and/or legal obligations of awisto is at least partly responsible for an availability restriction, the resulting non-availability of the software is not permitted. 5.2 Excluded from the availability of the above paragraph 5.1 are planned, announced interruptions due to necessary maintenance and updates, provided that a. they are due to necessary technical or urgent security reasons, b. these are not carried out on working days between 9:00 am and 7:00 pm. Interruptions on working days between 9:00 a.m. and 7:00 p.m. are permitted provided that awisto gives written notice at least five working days in advance and c. the execution of the respective maintenance, the installation of the respective update or the execution of the respective repair is not exclusively necessary due to a circumstance which is based on an intentional or negligent violation of contractual or legal obligations by awisto. 6 Obligations of the customer 6.1 The customer is obliged to protect the access data assigned to him or his users, in particular user and access authorisations as well as identification and authentication backups, from access by unauthorised third parties and not to pass them on to unauthorised users and/or third parties. 6.2 The customer is obliged to inform awisto immediately of any defects or gaps in the provision of services as soon as he becomes aware of them or can take them into normal business operation. 6.3 The customer is further obliged to refrain from doing so, a. to use functions or processes of the cloud solution contrary to the terms of the contract or the intended use, to have them used or to support such use, b. to provide itself or third parties with access to data not intended for it, c. to penetrate or use the data networks, servers, programs and program parts or other system components of awisto without authorization. 6.4 In the event of termination of the contractual relationship, the customer is obliged to ensure that the data and information he enters into the software are saved and available on his system. 7 Support 7.1 The customer is entitled to contact awisto support in the following cases: a. Questions about billing b. access and deployment questions c. reporting of malfunctions, operational restrictions and functional impairments of the cloud solution and/or the system. 7.2 Each report or question to support is a single request. 7.3 Questions to the support and their processing by the support shall be made in German or English. 7.4 Support is available on weekdays from 9:00 a.m. to 5:00 p.m. ("Support Times"). The acceptance and processing of enquiries shall take place exclusively within these support times. 7.5 The customer shall contact the support via support@awisto.de or other appropriate means provided by awisto. 8 Training, education awisto offers training and education services on request of the customer. In particular, these can help to enable the customer's employees entrusted with the use of the cloud solution to use and deploy the cloud solution in accordance with the contract and the intended purpose. 9 Term, termination 9.1 The contractual relationship shall run for a period of 12 months. If neither party terminates the contract, the contract period will be extended by a further 12 months, whereby the prices published on the awisto website at the beginning of the extension period apply for the respective follow-up period. 9.2 Each contracting party has the right to terminate the contract at any time with a notice period of 4 (four) weeks to the end of the respective contract period. 9.3 The right of each contracting party to terminate the contract for good cause remains unaffected. 9.4 The customer is obliged to cease using the cloud solution in its entirety at the latest at the time of termination of the contractual relationship. 10 Liability, damages 10.1 awisto is liable without limitation for intent, gross negligence, for injury to life, limb or health, according to the regulations of the Product Liability Act as well as to the extent of a guarantee assumed by awisto. 10.2 If awisto violates an essential obligation due to slight negligence, awisto's liability shall be limited to the amount of damages typical for the contract and foreseeable for awisto at the time of conclusion of the contract. Essential obligations are those whose fulfillment makes the proper execution of the contract possible and whose violation endangers the achievement of the purpose of the contract and on whose fulfillment the customer regularly relies. 10.3 The strict liability of awisto for defects which already exist at the time of conclusion of the contract (§ 536 a BGB) is excluded. The liability regulations according to preceding clauses 10.1 and 10.2 remain unaffected. 10.4 Any other liability for damages on the part of awisto is excluded, regardless of the legal grounds. 10.5 The above limitation of liability also applies to the personal liability of awisto's employees, organs and representatives. 10.6 awisto is only liable for the loss or damage of data and programs and their restoration insofar as this loss could not have been avoided by appropriate precautionary measures, in particular the daily making of backup copies and at most up to the amount of the actual restoration effort. 11 Final provisions 11.1 The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980. 11.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Stuttgart (Germany). awisto shall also have the right to sue the customer at the customer's place of business. 11.3 The contractual language is German. In case of parallel use of other languages and inconsistencies between different language versions, the German wording of the respective provisions shall be decisive. 11.4 Should any provision of these license terms be or become invalid, all other provisions shall remain unaffected.