# General software license terms (EN) ## Axians IT Solutions GmbH // As of July 2020 V.2.0 ### § 1 preamble The following software license terms regulate the scope of usage rights, as well as the rights and obligations of the contracting parties with regard to software. You are also agreed to use the service, in particular downloading the program or upgrading, updates or patches, without the express consent of the customer. The customer's license conditions do not apply even if Axians IT Solutions GmbH does not expressly contradict them and carries out the service or the provision of the software. Deviations and additions to these conditions are only effective with express written confirmation. Individual contractual agreements always have priority. ### § 2 Subject of the granting of rights a) The licensee acquires from Axians IT Solutions GmbH, IT Solutions Software and the associated application documentation. The exact description of the software can be found in the service description. For software from manufacturers other than the licensor, in addition to the provisions of these software license terms, the license terms of the manufacturer apply, which in the event of deviations always take precedence over these software license terms. The source code of the software is not part of the object of the contract. ### § 3 scope of the right of use a) Axians IT Solutions GmbH grants the licensee a simple, temporally and spatially unlimited right to use the object in accordance with. § 2 according to the following conditions. b) In particular, a data center operation for third parties or the temporary provision of the software (e.g. as Application Service Providing) for other companies or the use of the software to train people who are not employees of the licensee or affiliated companies are only allowed prior written consent of Axians IT Solutions GmbH permitted. Commercial subletting is generally prohibited. All rights of use that have not been expressly transferred, in particular sales, rental, hire, leasing, translation or publication remain with Axians IT Solutions GmbH. The licensee has the right to have the software operated by third parties. In these cases, the use of the software remains restricted to the licensee. He will oblige third parties to ensure that unauthorized third parties have no access to the software. c) Duplication of the software is only permitted insofar as this is necessary for the contractual use. The licensee is permitted to copy the software for backup copies according to the rules of technology to the extent necessary. d) If Axians IT Solutions GmbH provides the licensee with supplements (e.g. upgrades, updates, patches, application documentation) to replace the previously transferred contractual items ("Aitsoftware"), these are also subject to these conditions. e) Reproduction for third parties or revision of the application documentation is not permitted - subject to § 4 (insofar as the documentation is integrated in the software). f) The granting of rights is postponed until the time of the complete Purchase price payment. ### § 4 Distribution and changes to the software the subject of the contract requires the written consent of Axians IT Solutions GmbH. This gives consent if (i) the licensee assures Axians IT Solutions GmbH in writing that he has passed on all original copies of the contractual objects to the third party and deleted all copies he has made himself, and (ii) the third party has given his written consent to Axians IT Solutions GmbH explained with the terms of use and disclosure agreed here. c) The licensee is fundamentally not authorized to make changes of any kind to the software without the prior consent of Axians IT Solutions GmbH. He is responsible for changes, extensions and other changes to the software in the sense of of § 69 c No. 2 UrhG is only authorized to the extent that the law permits it. However, Axians IT Solutions GmbH would like to point out to the licensee that even minor changes to the software can lead to significant and unforeseeable disruptions in the software process and possibly the system environment. The entrepreneur bears the exclusive risk for this. d) The licensee is only entitled to decompile the software and to reverse engineer within the limits of § 69 e UrhG and only if Axians IT Solutions GmbH does not provide the necessary data and / or information after a written request within a reasonable period of time Has. ### § 5 Protection of software and application documentation a) Unless the licensee is expressly granted rights under these conditions, all rights to the contractual object (and all copies made by the licensee) - in particular the copyright, the rights to or to inventions, as well as technical property rights, belong exclusively to Axians IT Solutions GmbH. This also applies to processing of the contractual items by Axians IT Solutions GmbH. The licensee's ownership of the respective data carriers of such copies remains unaffected. b) The licensee is not authorized to remove or circumvent the existing protection mechanisms of the software against unauthorized use. c) The licensee is obliged to prevent unauthorized access by third parties to the software and the documentation by taking suitable precautions. He must keep the original data media and the backup copy, if any, in a location that is protected against unauthorized access by third parties. His employees must be made aware of compliance with these delivery terms and the provisions of copyright law. ### § 6 additional use The licensee is only entitled to use the software that goes beyond the usage rights granted in these terms and conditions with the prior written consent of Axians IT Solutions GmbH. Axians IT Solutions GmbH reserves the right to incorporate mechanisms in or in connection with the software in order to track usage once a year in accordance with the agreed parameters. The support required by the licensee as part of the measurement is fully covered by the license [fee]. In the event of additional use without consent (in particular if a larger number of users or devices or functions are used at the same time than agreed), Axians IT Solutions GmbH is entitled to the amount accruing for further use in accordance with to invoice the price list of Axians IT Solutions GmbH valid at that time. Further claims for damages remain unaffected. ### § 7 End of right to use the contractual objects In all cases of termination of his usage authorization (e.g. by withdrawal), the licensee immediately releases all deliveries of the contractual items and deletes all copies, unless he is legally obliged to keep them longer. At the request of Axians IT Solutions GmbH, the licensee gives a declaration of deletion. ### § 8 control rights Axians IT Solutions GmbH has the right to control the software provided for the licensee, including the installation, in accordance with the Axians IT Solutions GmbH standard procedure. The checks take place at the licensee. Axians IT Solutions GmbH may control the intended use of the software in accordance with these software license terms and any other agreements to an appropriate extent during the business or office hours of the licensee. The licensee must tolerate one inspection per year free of charge. ### § 9 duty of cooperation and information of the licensee a) The licensee has informed himself about the essential functional features of the software and has received advice from Axians IT Solutions GmbH employees or competent third parties prior to the conclusion of the contract. b) It is the responsibility of the licensee to set up a functional hardware and software environment for the contractual object, which is also sufficiently dimensioned taking into account the additional burden of the contractual object. c) With regard to all deliveries and services of the seller, the licensee assumes an obligation to examine and give notice of defects in accordance with section 377 of the German Commercial Code (HGB). d) The licensee observes the instructions given by Axians IT Solutions GmbH for the installation and operation of the software. e) Insofar as Axians IT Solutions GmbH is responsible for further performance obligations beyond the provision of the contractual object, the licensee shall cooperate in this to the extent necessary free of charge, for example by provides qualified employees, work rooms, hardware and software, data and telecommunications equipment. f) The licensee grants Axians IT Solutions GmbH access to the contractual object directly on site and by remote data transmission via secured VPN for troubleshooting. g) The licensee takes reasonable precautions in the event that the software does not work properly in whole or in part (e.g. through daily data backup, regular review of the data processing results). h) Unless the licensee expressly points this out in advance, Axians IT Solutions GmbH can assume that all data of the licensee with which it or the object of the contract can come into contact are secured. i) The licensee bears disadvantages, additional costs and damages from a violation of these obligations. ### § 10 delivery and performance time a) In the absence of any other agreement, the software is delivered in the current version upon delivery. b) Axians IT Solutions GmbH effects the delivery by either installing (i) installing the software and application documentation at the licensee, or (ii) leaving it to the licensee on machine-readable data carrier or (iii) in a network (Inter - or intranet, LAN) available and notifies the client. c) For the compliance with delivery dates and the transfer of risk, the point at which the Axians IT Solutions GmbH hands over the software and application documentation is decisive for physical dispatch, otherwise the time at which the software and application documentation is made available online and this is communicated to the client becomes. If the software or the application documentation is damaged or destroyed after the transfer of risk, Axians IT Solutions GmbH will provide replacement for reimbursement of the effort. ### § 11 material and legal defects; other performance disorders; Statute of limitations a) The customer will report defects immediately, stating the information known to them and useful for their detection via the medium specified by Axians IT Solutions GmbH (including hotline, online support system). As far as is reasonable, he must take measures to make it easier to identify the defects and their causes. b) According to the following conditions, Axians IT Solutions GmbH guarantees the agreed quality of the contractual object and that the license holder's use of the contractual object does not conflict with any third party rights. c) The licensee and Axians IT Solutions GmbH agree that it is not possible to develop software programs so that they are error-free for all application conditions. d) In the event of legal defects, Axians IT Solutions GmbH initially provides warranty through supplementary performance. For this purpose, it provides the licensee with a legally flawless possibility of using the delivered contractual objects or on exchanged or changed equivalent contractual objects. Axians IT Solutions GmbH is entitled to make the supplementary performance dependent on whether the licensee has paid at least a reasonable part of the remuneration. e) Axians IT Solutions GmbH can remedy a material defect of your choice by immediate elimination, bypassing or new delivery. The correction of defects also includes the delivery of a printed or printable correction instruction for the documentation, insofar as this is necessary. f) If two attempts at supplementary performance fail, the licensee is entitled to set a reasonable grace period to remedy the defect. In doing so, he must expressly point out in writing that he reserves the right to withdraw from the contract and / or to claim damages if the contract fails again. g) Axians IT Solutions GmbH pays compensation or reimbursement of unsuccessful expenses due to a defect within the limits specified in § 12 of these conditions. After the expiry of the period set in f), the licensor may request that the licensee exercise his rights resulting from the expiry of the period within two weeks of receiving the request. After the deadline, the right to choose passes to the licensor. h) If Axians IT Solutions GmbH provides troubleshooting or troubleshooting without being obliged to do so, it can demand remuneration for this in accordance with the agreed rates. This applies in particular if a defect cannot be proven or cannot be attributed to Axians IT Solutions GmbH. The additional effort of Axians IT Solutions GmbH, which arises from the fact that the licensee has not properly fulfilled his obligations, must also be paid for. i) If third parties assert claims that prevent the licensee from exercising the contractually granted usage rights, the licensee shall inform Axians IT Solutions GmbH immediately in writing and comprehensively. He hereby authorizes Axians IT Solutions GmbH to take legal action against third parties alone and out of court. If the purchaser is sued, he agrees with Axians IT Solutions GmbH and only carries out process actions, in particular acknowledgments and comparisons, with their consent. j) The licensee can only derive rights from other breaches of duty by Axians IT Solutions GmbH if he notifies Axians IT Solutions GmbH in writing and has granted it a grace period to remedy the situation. This does not apply if a remedy is not considered according to the type of breach of duty. The limits set out in § 12 of these conditions apply to damages or reimbursement of futile expenses. k) The limitation period for all warranty claims is one year and begins with the delivery or provision (as well as notification of the licensee thereof) of the contractual objects; the same period applies to other claims of any kind against Axians IT Solutions GmbH. In the event of intent or gross negligence on the part of Axians IT Solutions GmbH, fraudulent concealment of the defect, personal injury or legal defects in the sense of of section 438 (1) no. 1a BGB, as well as with guarantees (§ 444 BGB), the statutory limitation periods apply, as well as for claims under the Product Liability Act. The licensee will be happy to report a defect before the warranty period expires. § 11a), the deadline of the reported defect will be delayed if Axians IT Solutions GmbH, in agreement with the licensee, checks or subsequently fulfills the existence of the defect. The warranty period is suspended until Axians IT Solutions GmbH informs the licensee of the result of its inspection, declares that the supplementary performance has ended or refuses to continue the supplementary performance. ### § 12 liability Axians IT Solutions GmbH is liable for damages and the reimbursement of futile expenses in accordance with the following provisions: In full height, a) in the event of willful and grossly negligent causation of damage and in the absence of a condition for which a guarantee has been assumed; b) in the event of willful or negligent injury to life, limb or health; c) according to the Product Liability Act. In addition, liability is limited to 30% of the remuneration for the damage-causing performance and, in addition, to a maximum of EUR 100,000 per claim, in total to EUR 250,000 from the contract concerned. ### 13 Securing the licensee in the event of bankruptcy of Axians IT Solutions GmbH At the request and at the expense of the licensee, Axians IT Solutions GmbH concludes a deposit agreement in favor of the licensee and stores the respective version of the source code that may be used by the licensee under this contract. ### § 14 confidentiality and data protection a) Without the express prior written consent of Axians IT Solutions GmbH, the licensee may not make the software or modifications thereof, nor the documentation thereof, or other confidential information from Axians IT Solutions GmbH, wholly or partly accessible to third parties. b) The licensee undertakes, about all data and information, that have become known to him in connection with the granting of rights of use, within the scope of the contract initiation and execution from the sphere of control of Axians IT Solutions GmbH, for an unlimited period of time and to use them only for the purpose of implementing the software in accordance with these conditions. The duty of confidentiality does not apply to information that - at the time of transmission by the contracting party, it was already evident or known to the other contracting party; - have become apparent after their transmission by the contractual partner through no fault of the other contractual party; - have been made accessible to the other party by the third party in an unlawful manner and without restriction with regard to confidentiality or exploitation after their transmission by the other party; - which have been developed by a contracting party independently, without using the contractual partner's trade secrets; - which must be published in accordance with the law, official order or court decision - provided that the publishing party informs the contracting party of this immediately and supports him in the defense against such orders or decisions - insofar as the contractual partner is permitted to use or disclose trade secrets on the basis of mandatory legal provisions or on the basis of this contract. c) The licensee will only make the subject of the contract accessible to employees and other third parties insofar as this is necessary to exercise the usage rights granted to him. He will instruct all persons to whom he grants access to the contractual object about the rights of Axians IT Solutions GmbH to the contractual object and the obligation to keep them confidential and only oblige these persons in writing to maintain confidentiality and use the information in accordance with a), insofar as the persons concerned are not obliged to maintain confidentiality at least to the above extent for other legal reasons. d) Axians IT Solutions GmbH complies with the rules of data protection, in particular if it is granted access to the operation or to hardware and software of the licensee. It ensures that its vicarious agents also comply with these provisions, in particular it commits them to data secrecy before starting their work. Axians IT Solutions GmbH does not intend to process or use personal data on behalf of the licensee. Rather, personal data is only transferred in exceptional cases as a by-product of the contractual services of Axians IT Solutions GmbH. The personal data are treated by Axians IT Solutions GmbH in accordance with the data protection regulations. ### § 15 installation, training, introductory support a) For the installation of the software, Axians IT Solutions GmbH refers to the installation instructions described in the application documentation, in particular to the hardware and software environment that the licensee must have. The software is installed on the basis of an agreement to be concluded separately and the applicable price lists. b) Introduction support and training is provided by Axians IT Solutions GmbH in accordance with the content and remuneration to be agreed in a separate project contract. ### § 16 reference customer list The licensee allows Axians IT Solutions GmbH to include his name in a list of reference customers. Axians IT Solutions GmbH may use the name for spoken and written advertising, also electronically, in restricted or publicly accessible media at any time and refer to the cooperation. However, Axians IT Solutions GmbH may only do this in an appropriate and reasonable manner for the licensee. The same applies to the illustration of the company logo I administration logo. ### § 17 declaration of consent The licensee agrees that Axians IT Solutions GmbH S and its affiliates save and store its business contact information, including names, business phone numbers and addresses, in all countries in which Axians IT Solutions GmbH and its affiliates do business may use. Such information can be managed and used within the framework of the existing business relationship and to contractors who act on behalf of Axians IT Solutions GmbH to promote, market and support products and services, and agents of Axians IT Solutions GmbH and its affiliates for the purpose joint business activities are passed on (e.g. processing orders, advertising campaigns, market research). ### § 18 final provisions a) The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is Ulm. If Axians IT Solutions GmbH sues, it is also entitled to choose the place of jurisdiction at the seat of the licensee. b) German law applies exclusively to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).