End User License Agreement (EULA) SNC/readytouse CRM basic Please read the following TERMS OF USE and END USER LICENSE AGREEMENT carefully BEFORE installing and/or using this software. The use of the software is only permitted within the limits of the terms below. By installing our software products, you declare that you have read and understood the terms below and will observe them while using our software products. IF YOU DO NOT ACCEPT THE TERMS BELOW, YOU ARE NOT PERMITTED TO INSTALL AND/OR USE THE SOFTWARE. 1. Scope of application This End User Licence Agreement ("agreement") shall apply between SIEVERS-SNC Computer & Software GmbH & Co. KG, Hans-Wunderlich-Straße 8, 49078 Osnabrück, Germany ("SIEVERS-SNC"), and the end user ("licensee") using the software product SNC/readytouse CRM basic ("software") in their company. Any other agreements that have been concluded between SIEVERS-SNC and the licensee concerning the acquisition and use of the software shall remain unaffected. 2. Property rights In relation to the licensee, SIEVERS-SNC is entitled to all intellectual property rights, including copyrights and industrial property rights, to the programme and any accompanying materials. In relation to SIEVERS-SNC, the licensee retains all property rights to their data stored in the programme. 3. Rights of installation and use (licence) Subject to compliance with these Terms of Use and End User Licence Agreement, SIEVERS-SNC grants the licensee the personal, non-exclusive and non-transferrable right to install and use the software in their company without any limitation in respect of time. Following the free trial period, this right is granted subject to the suspensive condition that the respective user fees payable are settled in full. The licensee must be an entrepreneur within the meaning of Sec. 14 BGB [German Civil Code]. 4. Registration of the licensee with Microsoft The rights to use the software pursuant to Section 3 are granted subject to prior registration of the licensee with Microsoft AppSource. The registration is carried out by the licensee. Microsoft informs SIEVERS-SNC about the download of the software. 5. Restrictions The software is an add-on for Microsoft Dynamics 365. The licensee is obliged to acquire the right to use Microsoft Dynamics 365 from their Microsoft partner or SIEVERS-SNC. The functions of the free trial version of the software end one (1) month following the download. Without obtaining the prior consent of SIEVERS-SNC, the licensee is not entitled to rent, lease, lend or distribute the software or part thereof and the rights of use grated to them, including, but not limited to, provision of the software to others by sharing access to a single computer or a computer network or by releasing access information, or to offer the software to third parties as part of commercial software hosting services. The right to use the software in a network does not include the right to transfer the software to other companies for use. The use of the software by group companies affiliated to the licensee requires the written approval of SIEVERS-SNC. Furthermore, the licensee is not entitled to remove or circumvent the existing protective mechanisms of the software designed to prevent unauthorised use, unless this is necessary to ensure trouble-free operation. Copyright notices, serial numbers and any other features serving to identify the software must not be removed or altered either. The same applies to suppressing the display of corresponding features on the screen. Furthermore, the licensee is not entitled to alter or decompile the software, unless this is necessary to eliminate a defect. The burden of proof lies with the licensee. If SIEVERS-SNC enhances or replaces the software in the course of effecting cure, the licensee shall have the same rights in respect of this subsequently provided software as in respect of the previously provided software. If the enhancement or replacement entails that the licensee receives more than one – not necessarily complete – software product, they must delete the surplus software, destroy any existing data carriers and confirm both to SIEVERS-SNC upon request. The rights to use the surplus software will expire four weeks after starting to use the new software. 6. Payment obligation SIEVERS-SNC makes available the software to the licensee as a trial version for the period of one (1) month. During this period, the installation and/or use of the software is not subject to payment. The trial period commences on the date of the software download. If the licensee intends to continue using the software after the end of the free trial period, this is subject to payment of a corresponding licence fee. To this end, SIEVERS-SNC will provide the licensee with contact details for requesting a corresponding offer at the end of the free trial period. If the licensee accepts the offer, they will receive the required licence key after payment of the remuneration. 7. Overuse, audit The installation and use of the software is limited in scope to one server installation of Microsoft Dynamics 365 with the agreed maximum number of users (active USERS). Any installation and/or use beyond the contractually agreed scope, in particular simultaneous use of the software on more servers and/or by more users than permitted by the licence key, constitutes a breach of contract. In this case, the licensee is obliged to inform SIEVERS-SNC about the overuse without delay. In the event of overuse, the parties will try to reach an agreement on the extension of the rights of use. Without such agreement, the licensee is not permitted to overuse the software. For the period of overuse, i.e. until conclusion of such an agreement or cessation of overuse, the licensee is obliged to pay compensation for the overuse in accordance with the price list of SIEVERS-SNC. If the licensee fails to inform SIEVERS-SNC about the overuse, but there are indications of such overuse, SIEVERS-SNC is entitled to carry out a licence audit of the licensee to check whether the actual use of the software exceeds the contractually agreed scope of use. This audit must be carried out by an expert who is bound to maintain confidentiality, including towards SIEVERS-SNC, and is not bound by the instructions given by SIEVERS-SNC. The results of the audit will only be transferred to SIEVERS-SNC in the event of actual overuse. The audit must be announced in writing 4 weeks in advance, stating the auditor's identity and qualifications. The licensee is entitled to reject the expert for good cause, which may need to be specified in detail. Prior to the audit, the licensee shall take appropriate measures for data backup and data protection to prevent personal data from being disclosed to the expert during the audit. The licensee is obliged to provide the expert with the information necessary to carry out the audit and make available the contractual software ready for use. 8. Liability for material and legal defects Technical data, specifications and performance specifications in public statements, in particular in advertising media, shall not constitute warranted characteristics. The description of the software, which is provided on the website of SIEVERS-SNC, and any potential additional agreements shall be authoritative for the functions of the software. During the free trial period, SIEVERS-SNC shall only be liable for material and legal defects if SIEVERS-SNC has fraudulently conceived a material and/or legal defect of the software. Claims for defects shall expire within twelve months, unless the defect has been fraudulently concealed. Any further liability or warranty of freedom from material and legal defects during the free trial period shall be excluded. During the fee-based use of the software, SIEVERS-SNC is liable to ensure that the software is consistent with the performance specifications. The strict liability of SIEVERS-SNC for initial material defects shall be excluded. Any existing statutory rights of reduction of the licensee shall remain unaffected by this Section 8. The enforcement of claims for defects is conditional upon the defects being reported to SIEVERS-SNC in text form within one week after they are first detected. Cure will be effected, at SIEVERS-SNC's option, by either remedying the defect or delivering defect-free software. The delivery can also be made in such a way that SIEVERS-SNC provides the licensee with a new software version which has the contractually agreed quality and does not unreasonably affect the licensee regarding the use of the software, as compared to the quality agreed herein. As long as the licensee has not fully paid the remuneration due under this agreement and has no legitimate interest in retaining the outstanding remuneration, SIEVERS-SNC is entitled to refuse to effect cure. SIEVERS-SNC shall not be liable in cases where the licensee has made changes to the services provided by SIEVERS-SNC, unless these changes had no influence on the occurrence of the defect. SIEVERS-SNC shall also not be liable for the suitability of the software in respect of the licensee's IT systems, except for Microsoft Dynamics 365. Lastly, SIEVERS-SNC shall not be liable for the suitability of the software in respect of the requirements of the licensee's business operations. The licensee shall support SIEVERS-SNC in identifying and remedying the defect and shall grant access to the documents that reveal the exact circumstances surrounding the occurrence of the defects without delay. Before asserting any claims for cure, the licensee must check by exercising the due care whether a defect for which such claims can be asserted is present. If a claimed defect does not fall under the obligation to effect cure (pseudo-defect), the licensee may be charged for the services for verification and defect elimination provided by SIEVERS-SNC at the applicable remuneration rates of SIEVERS-SNC, plus any expenses incurred, unless the licensee would not have been able to recognise the pseudo-defect even by exercising all due care. The place of performance for cure is the place of business of SIEVERS-SNC. Cure may be effected by transferring the software by means of telecommunication, unless transfer by means of telecommunication is unreasonable for the licensee, for example for reasons of IT security. 9. Other liability SIEVERS-SNC shall be liable for wilful intent and gross negligence. In the event of slight negligence, SIEVERS-SNC shall only be liable for breach of an essential contractual obligation (material obligation), the discharge of which is an essential prerequisite for the proper performance of the contract and the discharge of which the licensee may rely upon as a matter of course, as well as for damage arising from injury to life, limb or health. The liability under the Product Liability Act shall remain unaffected. SIEVERS-SNC is obliged to exercise due and proper care, as is customary in the industry. When establishing whether SIEVERS-SNC is at fault, it shall be taken into account that, according to the current state of technology, it is technically not possible to develop completely error-free software. The liability in the event of slight negligence shall be limited in terms of amount to the foreseeable damage the occurrence of which must be typically expected. If the licensee is using a free trial version of the software, the liability of SIEVERS-SNC shall be limited to wilful intent and gross negligence. SIEVERS-SNC shall not be liable for loss of data and/or programmes to the extent that the loss is attributable to the licensee's failure to create data backups, thereby ensuring that any lost data can be recovered with reasonable effort. The foregoing regulations shall also apply in favour of the vicarious agents of SIEVERS-SNC. 10. Termination for cause Both SIEVERS-SNC and the licensee are entitled to terminate this agreement for cause. A cause is deemed to exist, in particular, if the licensee violates the restrictions set forth in Section 5 of this agreement. 11. Data protection Of the information and documents that are provided by the licensee in connection with the user relationship concerning the software and are necessary for this purpose, SIEVERS-SNC processes personal data (names, addresses) in order to be able to use them to the necessary extent for the performance and fulfilment of the contract (e.g. licensing). Due to the comprehensive information obligations incumbent upon SIEVERS-SNC pursuant to Art. 13 and Art 14 of the General Data Protection Regulation, SIEVERS-SNC makes reference to the link "Privacy Policy" at https://www.sievers-group.com/crm-basic-privacy, where all information obligations can be found at any time. Upon request, this information can also be made available in paper form. If the licensee commissions SIEVERS-SNC to carry out fault analyses on the software, including by means of remote maintenance, it cannot be ruled out that SIEVERS-SNC obtains knowledge of the licensee's data stored in Microsoft Dynamics 365. The licensee is obliged to point out if SIEVERS-SNC can also obtain knowledge of personal data. In this case, the parties will enter into a data processing agreement pursuant to Art. 28 of the General Data Protection Act before starting the fault analysis. 12. Applicable law, place of jurisdiction, miscellaneous This contract is subject to German law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded. The place of jurisdiction and place of performance shall be Osnabrück. Any modifications and amendments to this contract must be made in writing. Should individual provisions of this contract be found invalid or unenforceable, in whole or in part, the validity of the remaining contractual provisions shall not be affected. The same applies in the event that the contract turns out to contain any gaps or omissions. As of: 04/10/2019