FORM OF END USER LICENSE AGREEMENT ITVT GMBH SOFTWARE LICENSE AGREEMENT IMPORTANT: THIS SOFTWARE LICENSE AGREEMENT (“LICENSE AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN CLIENT AND ITVT GMBH. READ IT CAREFULLY BEFORE USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION, LIABILITY DISCLAIMERS AND SUPPORT INFORMATION. BY INSTALLING AND USING THE SOFTWARE, CLIENT IS CONFIRMING ITS ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO BE BOUND BY THESE TERMS, CLIENT MUST UNINSTALL THE SOFTWARE FROM ALL COMPUTERS. 1. Definitions a. “ITVT GmbH” means IT Vision Technology GmbH and its licensors, if any. b. “Software” means only the ITVT GmbH software program(s) supplied by ITVT GmbH herewith or as downloaded from the ITVT GmbH web site or any other site (e.g. Microsoft Dynamics Marketplace, Pinpoint, ITVT GmbH partner websites etc.), and corresponding documentation, associated media, printed materials, and online or electronic documentation. c. “Client” means the company that has purchased the Software (whether through a ITVT GmbH Reseller Partner or directly from ITVT GmbH for use with their production installation of Microsoft Dynamics 365 Customer Engagement. d. “Partner” means the authorized ITVT GmbH Reseller Partner from whom Client has purchased the Software. 2. License Grants a. Client may install the Software on Microsoft Dynamics Customer Engagement server computers or Microsoft Cloud that have Windows operating systems which are compatible with Microsoft Dynamics 365 Customer Engagement; provided, however, that, notwithstanding anything contrary contained herein, Client may not use the Software for more than one production installation/instance of Microsoft Dynamics 365 Customer Engagement. b. Client agrees that ITVT GmbH may audit its use of the Software for compliance with these terms at any time, upon reasonable notice. Online checks will be done continuously by the software itself. c. Client’s license rights under this License Agreement are non-exclusive. 3. License Restrictions a. Client may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. b. Client may not sell, rent, lease, or sublicense the Software. c. Client may not modify the Software or create derivative works based upon the Software. d. Client may not export the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder. e. In the event that Client fails to comply with this License Agreement, ITVT GmbH may terminate the license and Client must destroy all copies of the Software (with all other rights of both parties and all other provisions of this License Agreement surviving any such termination). 4. Ownership The foregoing license gives Client limited license to use the Software. ITVT GmbH and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this License Agreement, including Federal and International Copyrights, are reserved by ITVT GmbH and its suppliers. 5. Intellectual property and indemnification a. All intellectual property rights relating to the Software, Services, Documentation and (the contents of) the website/websites of ITVT GmbH are held exclusively by ITVT GmbH and/or the Third Parties. If ITVT GmbH develops Software on behalf of the Client, the intellectual property rights thereto accrue to ITVT GmbH. The Client acknowledges these rights and guarantees that it will refrain from any breach thereof. b. The Client receives a non-exclusive and non-transferable right of use only for the duration of the Contract, all this under the condition of full compliance by the Client of its obligations under the Contract, this License Agreement and any applicable Additional Conditions of Use. Unless otherwise agreed, the Client may use the Software and Services provided only in and for the purpose of its own business or organization for the use intended in the Contract. Any other use, including the provision of the Software and Services to Third Parties, is not permitted without the prior permission of ITVT GmbH. c. Any reports, models, designs, plans, programs, source codes and object codes, specifications, recommendations, calculations and drawings created in the context of the performance of the Contract by ITVT GmbH, shall remain the property of ITVT GmbH at all times, irrespective of whether these have been provided to the Client or to Third Parties. These may not be reproduced, made public or disclosed to any Third Parties by the Client without the prior permission of ITVT GmbH. d. ITVT GmbH indemnifies the Client against any legal claim of a Third Party that is based on the allegation that the Software of ITVT GmbH infringes a right of intellectual property applicable in Germany, under the condition that the Client (a) informs ITVT GmbH promptly In Writing about the existence and contents of the legal claim; and (b) leaves the handling of the matter, including effecting any settlements, fully to ITVT GmbH. The Client will, for that purpose, give ITVT GmbH the necessary powers of attorney, information and cooperation so that ITVT GmbH can defend itself against these legal claims, if necessary in the name of the Client. This obligation for indemnification lapses if the stated infringement is connected to changes that the Client has made or has had Third Parties make to the Services. If it has been irrevocably established at law that the Software of ITVT GmbH infringes any right of intellectual property belonging to a Third Party, or if in the opinion of ITVT GmbH there is a reasonable chance that such an infringement occurs, ITVT GmbH will ensure as best as possible that the Client can continue to use, undisturbed, the supplied Software or functionally equivalent Software, for example by adjusting the parts constituting an infringement or by acquiring a right of use for the Client. If ITVT GmbH, at its sole discretion, cannot ensure that the Client can continue to use the supplied goods undisturbed or can only do so in a way that is (financially) unreasonably onerous for ITVT GmbH, ITVT GmbH shall take back the supplied goods and credit the acquisition costs minus a reasonable payment for use. ITVT GmbH shall only make a decision in this connection after consultation with the Client. Any other or further liability or obligation to indemnify of ITVT GmbH due to infringement of rights of intellectual property of Third Parties is excluded. e. The Client realises that ITVT GmbH makes Software of Third Parties available over which ITVT GmbH has or had no control or influence in the creation and/or adaptation thereof. Any indemnification of ITVT GmbH therefore does not apply to Software of Third Parties. 6. LIMITED WARRANTY & WARRANTY DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE (INCLUDING ANY EMBEDDED SOFTWARE) AND ALL SERVICES ARE PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND ITVT GMBH SOLUTION DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ITVT GMBH DOES NOT WARRANT THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE SOFTWARE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE BINDING ON ITVT GMBH. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. FURTHER, YOU (CLIENT) ACKNOWLEDGE THAT NEITHER YOU NOR ANY OF YOUR REPRESENTATIVES HAVE RELIED ON ANY REPRESENTATIONS MADE BY ITVT GMBH OR ANY ITVT GMBH REPRESENTATIVE IN RELATION TO THE SOFTWARE AND/OR DOCUMENTATION EXCEPT FOR THOSE EXPRESSLY STATED IN THIS AGREEMENT. YOU (CLIENT) FURTHER ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE CONTROL, OPERATION AND SECURITY OF YOUR NETWORK, INCLUDING WITHOUT LIMITATION ANY INTERNET TRANSACTIONS AND COMMUNICATIONS CARRIED OUT USING ITS NETWORK WITH THIRD PARTIES, WHETHER MADE THROUGH ACCESS TO OR USE OF THE SOFTWARE OR NOT. 7. LIMITATION OF LIABILITY a. NEITHER ITVT GMBH NOR ITS SUPPLIERS SHALL BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ITVT GMBH OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. b. ITVT GMBH TOTAL LIABILITY TO CLIENT FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $50 OR THE AMOUNT PAID BY CLIENT FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE. c. (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CLIENT AND CLIENT MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. d. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS LICENSE AGREEMENT. 8. Maintenance, Support and New Releases Customers that purchase an ITVT GmbH product are entitled to support and new releases (does not include upgrades to newer Microsoft Dynamics Customer Engagement versions) of the purchased product for one year from the time of purchase of the first product licenses. Subsequent purchases of additional licenses of the same product fall under the terms of the initial purchase. After one year from initial purchase, Client may purchase annual software maintenance at 21% of the actual list price of the software. In all cases where an additional year of maintenance is purchased, the term of that maintenance will commence as of the expiration date of the original maintenance period. For example, an organization that purchases ITVT GmbH products on January 1, 2019 and waits to renew support until February 2020 will receive support through December 31, 2020; one year starting from the expiration of the original term. If Software is purchased by Client through an authorized ITVT GmbH Reseller partner (“Partner”) and Client pays annual support fees, Partner is responsible for providing support for Software and Client may request support by contacting Partner directly. Partner may contact ITVT GmbH to request support as needed. If Software is purchased by Client directly from ITVT GmbH, Client may contact ITVT GmbH directly to receive support. In this case, support is provided to one administrative contact per licensing organization and is limited to assistance troubleshooting errors in the ITVT GmbH applications related to installation or proper functioning of the application. ITVT GmbH provides detailed product installation guides, users guides and videos on our web site at each product’s individual home page. ITVT GmbH provides product support and resources through support@itvt.de. ITVT GmbH reserves the right to stop support, upgrades and/or enhancements to Software at any time and without reason. In the event ITVT GmbH decides to stop support, upgrades and/or enhancements Client will be entitled to a refund on any remaining amount paid by Client for support of Software. Remaining amount will be determined on a pro-rated basis based on number of days of support remaining. Support will not be provided for customized versions of ITVT GmbH products whether customized by ITVT GmbH or the end client. Users of customized versions of ITVT GmbH product may purchase support and receive all new releases. However, ITVT GmbH does not guarantee that new releases will work with customized versions nor will ITVT GmbH modify its products to do so without an additional services charge. 9. Basis of Bargain The Warranty Disclaimer, Exclusive Remedies, Limited Liability and Support/Upgrade/Enhancement set forth above are fundamental elements of the basis of the agreement between ITVT GmbH and Client. ITVT GmbH would not be able to provide the Software on an economic basis without such limitations. Such Warranty Disclaimer, Exclusive Remedies, Limited Liability Support/Upgrade/Enhancement inure to the benefit of ITVT GmbH Solutions' licensors. 10. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND This Software and the documentation are provided with “RESTRICTED RIGHTS” applicable to private and public licenses alike. Without limiting the foregoing, use, duplication, or disclosure by the US Government is subject to restrictions as set forth in this License Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a)(1995), DFARS 252.227-7013(c)(1)(ii)(OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19 or FAR 52.227-14 as applicable. Manufacturer: ITVT GmbH, Pforzheimer Str. 9, 71229 Leonberg, Germany. 11. (Outside of the USA) Consumer End Users Only The limitations or exclusions of warranties and liability contained in this License Agreement do not affect or prejudice the statutory rights of a consumer (i.e., a person acquiring goods otherwise than in the course of a business). The limitations or exclusions of warranties, remedies or liability contained in this License Agreement shall apply to Client only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where Client is located. 12. Transferability Licenses of ITVT GmbH products may only be used by the licensing organization. They may not be transferred, re-sold or otherwise assigned to another organization. 13. General This License Agreement shall be governed by the internal laws GERMANY, without giving effect to principles of conflict of laws. Client hereby consents to the exclusive jurisdiction and venue of the state courts sitting in GERMANY to resolve any disputes arising under this License Agreement. In each case this License Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods. This License Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. Client agrees that any varying or additional terms contained in any purchase order or other written notification or document issued by Client in relation to the Software licensed hereunder shall be of no effect. The failure or delay of ITVT GmbH Solutions to exercise any of its rights under this License Agreement or upon any breach of this License Agreement shall not be deemed a waiver of those rights or of the breach. No ITVT GmbH Solutions dealer, agent or employee is authorized to make any amendment to this License Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. All questions concerning this License Agreement shall be directed to: ITVT GmbH, Pforzheimer Str. 9, 71229 Leonberg, Germany. ITVT GmbH and other trademarks contained in the Software are trademarks or registered trademarks of ITVT GmbH. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. Client may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This License Agreement does not authorize Client to use ITVT GmbH's or its licensors' names or any of their respective trademarks.