General Terms and Conditions for Usage and Licensing for the rental provision of standard software of CRMFIRST GmbH to licensees (Status: 01.04.2019) PREAMBLE These General Terms and Conditions for Usage and Licensing refer to the use of software products of CRMFIRST GmbH (hereinafter “CRMFIRST”). The licensee is granted the right to use one of the software products for a certain amount of time on the basis of an offer by CRMFIRST. The usage can be cloud-based or on-premises. However, if the usage is cloud-based, no hosting services will be provided by CRMFIRST within the framework of this contract. § 1 Definitions (1) “Software” refers to the standard software provided by CRMFIRST in the object code including the documentation in accordance with the offer. (2) “Confidential information” is all information and documents of the respective other party acquired before and during the term of the contract which are marked as confidential or which by their nature can be deemed confidential, particularly but not exclusively information about operational processes, business relationships and know-how. (3) The “customer” or “licensee” is the contract partner of CRMFIRST who, within the meaning of § 14 of the German Civil Code (BGB) must be a business owner. Contracts will not be concluded with consumers within the meaning of § 13 BGB. § 2 Purpose of the contract (1) The purpose of the contract is the rental provision of software alongside granting of the rights necessary for its use in accordance with the contract set out in § 3. (2) CRMFIRST provides the licensee during the term of the contract with a copy of the contractual software in digital form on a suitable data carrier as well as a version of the related documentation. In the event that the software is protected by license key, the customer receives the license key exclusively for the use of the software for which an offer was made to him by CRMFIRST. (3) The owed quality of the software is based conclusively on the offer documents. (4) Installation and configuration services are not part of this contract. They can, however, be added separately to the purpose of the contract with a written agreement. § 3 Granting of rights and transfer to third parties (1) On full payment of the remuneration pursuant to § 4 of these terms and conditions, the licensee receives the non-exclusive, non-transferrable and non-sublicensable right limited in time to the term of the contract for the use of the software to the extent conclusively described in these terms and conditions and in the offer. (2) The contractual usage includes the installation as well as the loading, displaying and playing of the installed software. Type and extent of the usage are otherwise determined by the offer. (3) The licensee is entitled to create a backup copy of the data carrier given to him. The backup copy must be clearly labeled as a “backup copy” and must carry a copyright notice of the manufacturer (backup copy). After expiry of the term of the contract or otherwise termination of the contract, all backup copies must be verifiably destroyed or handed back to CRMFIRST on request. (4) In addition, the licensee is only entitled to duplicate, process or otherwise change the software if this is legally permitted. (5) The licensee is not permitted to give the software or the backup copy to third parties either for payment or free of charge, permanently or temporarily. (6) If the licensee infringes upon any of the above conditions, all of the usage rights granted within the framework of these terms and conditions immediately become invalid and revert automatically to CRMFIRST. In this case, the licensee shall immediately and entirely cease use of the software, verifiably delete all copies of the software installed on his systems, and delete any back-up copy or return it to CRMFIRST. § 4 Remuneration and due date (1) The remuneration for the use of the software is based on the respective offer by CRMFIRST. If nothing else is agreed in the offer, the due date is counted as of conclusion of the contract. (2) All remunerations are quoted net of the statutory value-added tax. § 5 Protection of the software The licensee is obliged to take suitable measures to protect the software from unauthorized access by third parties and, in particular, to keep all copies of the software in a protected place. § 6 Term of the contract and termination (1) The contact runs for the term agreed respectively between the parties, and can be terminated after the end of the agreed minimum term by either party with notice of six (6) weeks to the end of a month. Premature termination during the minimum term of the contract is not possible. (2) The contract can also be terminated without notice by either party for an important reason. An important reason that would entitle CRMFIRST to serve notice of termination lies in particular but not exclusively in a violation where the licensee using the software beyond the extent agreed in the offer and does not cease to do so within a reasonable period of grace set by CRMFIRST. (3) Notice of termination is valid in writing only. (4) In the event of termination, the licensee shall immediately cease use of the software, verifiably remove all copies of the program from his computers, and immediately return any backup copies created on request by CRMFIRST or destroy them. § 7 Guarantee (1) CRMFIRST provides the software “as is” insofar as nothing else is agreed in the offer. CRMFIRST will maintain the software during the term of the contract in the contractually agreed condition. This does not include the obligation to adapt the software to changed usage requirements of the licensee. CRMFIRST accepts no liability for the trouble-free operation of the software if the regulations in the documentation are not observed or if they infringe upon provisions of this agreement. The licensee is obliged to inform CRMFIRST of any faults in the software or other defects immediately on discovering them. (2) Insofar as liability for defects is not excluded, the following applies: a. At its own discretion, CRMFIRST can rectify a defect by immediate elimination, workaround or provision of an update or by suggesting a workaround solution that is reasonable for the customer. b. In the case of verified legal defects, CRMFIRST shall honor the guarantee by subsequent fulfillment by giving the customer a legally flawless usage option to the software subject to the contract or, at its discretion, to replaced or altered equivalent software. c. If CRMFIRST does not successfully eliminate the defects within a reasonable period of time, the customer can grant CRMFIRST a period of grace. After expiry of the period of grace, the customer can demand a reasonable reduction in the remuneration. d. If the reduction reaches in two successive months or in two months of a quarter an amount corresponding to the remuneration to be paid monthly, the customer can terminate the contract without notice. e. If CRMFIRST is responsible for the defect – subject to the legal requirements – as well as the right to reduction and/or termination, the customer can also demand compensation for damages. (3) The above guarantee rights do not apply if the customer (a) makes changes or has changes made to the rented software without the consent of CRMFIRST, (b) uses the rented software for anything other than its intended purpose or (c) uses the rented software in a manner other than that permitted by this agreement. § 8 Liability and exemption (1) CRMFIRST only assumes unlimited liability in the case of intent or gross negligence, for injury to life, limb or health subject to the stipulations of the Product Liability Act and to the extent of a guarantee assumed by CRMFIRST in the offer. (2) In the case of light negligence regarding an obligation whose fulfillment enables the proper implementation of the contract and on which the contract partner regularly depends and can depend (cardinal obligation), the liability of CRMFIRST is limited in terms of the amount to the damage which is predictable and typical in terms of the actual transaction. (3) CRMFIRST assumes no further liability. In particular, there is no liability on the part of CRMFIRST for initial defects insofar as the conditions of paragraphs 1 and 2 are not fulfilled. (4) The preceding liability limitation also applies for the personal liability of the employees, representatives, organs or other vicarious agents of CRMFIRST. § 9 Confidentiality (1) The parties agree to maintain secrecy regarding confidential information. This obligation continues even aftr the contract is terminated. (2) This obligation does not include confidential information a) that was verifiably known to the licensee on conclusion of the contract or was made known to the licensee later by a third party without violation of any confidentiality agreement, legal stipulations or official rulings; b) which is publicly known at the time of conclusion of the contract or is made publicly known afterwards insofar as this is not based on a violation of a confidentiality obligation; c) which must be disclosed on the basis of legal obligations or by order of a court or an authority. Insofar as permitted and within reason, the licensee will immediately inform CRMFIRST accordingly. (3) The parties will only allow consultants and auditors access to confidential information if they are obliged to professional secrecy or were first obliged to secrecy in writing. Furthermore, the parties will only disclose confidential information to employees that are necessary for the implementation of the contract with CRMFIRST. Such employees must also be obliged to secrecy subject to labor law for the time after they withdraw from the company. (4) Neither of the parties will advertise with products, company or brand names of the respective other party or give a customer reference without prior written consent. § 10 Data privacy (1) Insofar as a contract for processing pursuant to Art. 28 EU General Data Protection Regulations (GDPR) is necessary, the parties will endeavor to conclude such an agreement. (2) If the customer refuses to conclude or culpably delays such an agreement, the customer shall be liable for all damages incurred by CRMFIRST and shall exempt CRMFIRST from any claims of third parties. If the customer refuses to conclude a contract for processing, CRMFIRST has a special right of termination for all services and contractual relationships affected by this.  § 11 Miscellaneous (1) The licensee may only transfer rights or obligations from or in connection with these terms and conditions to third parties with the written consent of CRMFIRST. (2) Offsetting is only possible with regard to undisputed or legally established claims of CRMFIRST. (3) Without prior written consent and notwithstanding § 354a of the German Commercial Code (HGB) the licensee cannot assign or transfer contractual rights and obligations to third parties. (4) Amendments or additions to this contract shall be effective in writing only. This also applies to changes or amendments to this written form clause. (5) General terms and conditions of the licensee shall not apply unless their validity has been explicitly agreed in writing. (6) The contractual relationship is subject exclusively to German law with exclusion of the United Nations Convention on the International Sale of Goods (CISG) dated 11.4.1980. (7) The parties are aware that the software may be subject to export and import restrictions. In particular, there may be authorization requirements, or the use of the software or associated technologies may be subject to restrictions abroad. The licensee will observe the applicable export and import control regulations of the Federal Republic of Germany, the European Union and the Unite States of America as well as all other relevant regulations. Contract fulfillment of CRMFIRST is subject to the reservation that fulfillment is not subject to any obstacles based on national and international export/import law or in contravention of any other legal stipulations. (8) Place of fulfillment and exclusive place of jurisdiction is Frankfurt am Main. For more information go to : www.crmfirst.de/procontracts