END-USER LICENCE AGREEMENT (EULA)

NAVAX Group 
IMPORTANT – PLEASE READ CAREFULLY! THIS END-USER LICENSE AGREEMENT IS A LEGALLY EFFECTIVE AGREEMENT BETWEEN A COMPANY OF THE NAVAX GROUP (CONSISTING OF THE NAVAX CONSULTING GMBH, THE NAVAX PROJEKT GMBH, THE 4RELATION CONSULTING GMBH, THE NAVAX GMBH (GERMANY) AND THE NAVAX GMBH (SWITZERLAND), HEREINAFTER CALLED „NAVAX“, AND YOU – THE END-USER (HEREINAFTER REFERRED TO AS “LICENSEE“). YOU AGREE THAT THIS EULA, AS EVERY WRITTEN AGREEMENT, WHICH IS SIGNED BY YOU, IS EXECUTABLE. THIS EULA APPLIES TO THE USE OF NAVAX SOFTWARE, INCLUDING INTERNET BASED SERVICES, AND TO ALL CONTENTS AND CONTENT PROGRAMS („SOFTWARE“), TO PERTINENT MEDIA, PRINTED MATERIALS AND DOCUMENTATION. BY OPENING OF THE SOFTWARE PRODUCT, BY EXECUTING THE LICENSING PROCESS OR THROUGH DOWNLOADING, INSTALLING, ACCESSING, RESPECTIVELY, USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE TO AGREE TO BE BOUND BY THE PROVISIONS OF THIS EULA. 
 
1. LICENSES Subject to the payment of the prescribed/valid license fees and the acceptance of the license through the licensee in accordance with the provisions of this EULA, NAVAX guarantees the licensee a nonexclusive and non-transferrable license for unlimited time for the use of the software product and the accompanying documentation according to the license key from NAVAX.  The licensee agrees that the software product is not sold but simply licensed according to the authorization code, which means that the licensee is not owner of the software product, or part of the software product, or other software from third parties integrated into the software product.  The licensee is only allowed to use the software product according to the provisions of this EULA. 
 
2. LIMITED WARRANTY NAVAX warrants to the licensee that the software product (including software from third parties) runs as stated in the supplied documentation. NAVAX does not give any contractual or legal warranties (including any warranty of merchantability or fitness for a particular purpose or warranties of noninfringement of rights. NAVAX does not warrant that the software product meets the requirements of the licensee or that it runs in connection with hardware or software selected by the licensee or that it runs securely, faultlessly and without trouble. Therefore, NAVAX disclaims any liability according to this EULA. It is the licensee’s responsibility to determine, whether the software product meets the requirements of the licensee. NAVAX assures to the licensee that the software product does not infringe any copyrights, patent rights or other laws on intellectual property at delivery/download, according to Austrian law. 
 
3. LIMITATION OF LIABILITY NAVAX shall (in no event) be liable for any loss or damage, including damages due to lost profits, operating faults, any kind of data loss, production failure, consequential damages or other damages arising from the use or inability to use the software, even if NAVAX was informed about the possibility of such, regardless of the legal reason under which the claim for damages is brought.  Should the licensee assert a claim that the software product caused damage due to NAVAX’s gross negligence, then the licensee shall bear the burden of proof for the alleged gross negligence. In no case does the total liability of NAVAX for all damages exceed the amount that the licensee actually paid for the software. 
4. DURATION AND COMPLETION This EULA shall enter into force with the first use of the software through the licensee and shall continue until it is terminated. NAVAX 
can immediately terminate this agreement, in case of any failure of the licensee to comply with the terms of this EULA. In case of such termination through NAVAX, the licensee is obligated to return the software to NAVAX and to remove all software copies from the systems of the licensee, to discontinue use of the software product and to destroy the software product, including all supplied documentation. The termination does not release the licensee from any liabilities or obligations (e.g., fees having accrued) still to be paid. A breach by licensee will irrevocably harm NAVAX, and NAVAX shall be entitled to injunctive and/or other equitable relief, in addition to other remedies afforded by law. 
 
5. PROPERTY RIGHTS AND LIMITATIONS Right of disposal, right to ownership and intellectual property rights to the software product remain with NAVAX. The licensee acknowledges those rights and will not jeopardize or limit such or in any other way interfere with the right of ownership or any other rights from NAVAX regarding the software product. The licensee shall not distribute or forward the software product to third parties, and said software may not be copied, translated, changed, decompiled, dissembled or modified, as a whole or partially.  The licensee is not allowed to lease or rent the software product or parts of the software product to third parties, without obtaining the prior express written permission from NAVAX. 
 
6. NO WARRANTIES NAVAX does neither guarantee that the software operates without interruption, nor that it will be free of defects or that all discovered defects/malfunctions will be corrected. All software and documentation will be delivered without any warranties (expressed or implied by law). NAVAX does not guarantee its markability or suitability for a particular purpose. NAVAX does not warrant that the software product is subjected to an update or an upgrade. 
 
7. NO WAIVER The failure of either party to enforce any rights according to this agreement, or to take action against the other party in the event of any breach hereunder, shall not be a waiver by that party as to subsequent actions, in the event of future breaches. 
 
8. DEPOSIT AGREEMENT At the request of the licensee, an independent software deposit contract (ESCROW AGREEMENT) can be built. For this, the Parties will set up a stand-alone contract. The costs for the deposit, contract drafting, accumulating services, etc. are borne by the licensee. 
 
9. GOVERNING LAW AND JURISDICTION This agreement shall be governed exclusively according to Austrian law, to the exclusion of its conflict of law provisions and the UN Sales Convention (CISG). The legal venue shall be the Commercial Court in Vienna. 
 
10. FINAL PROVISIONS Should any term of this agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. The term being void or unenforceable shall be replaced by an economically and legally valid term that is closest to the meaning of the original term. Every agreement, modification or supplement made to this EULA is deemed to be ineffective and is valid upon written form and express prior approval through NAVAX only.