COSMO CONSULT LICENSING GmbH and the licensee are hereinafter referred to collectively as the "Parties" or individually as "Party".

Version: 1.2|Last updated: 15/01/2018

Table of Contents
1. Scope of application
2. Temporary Grant of License, Audit Rights, Termination
3. Obligations upon termination of contract
4. Warranty rights, limitation of liability
5. Confidentiality
6. Changes to the contract software, achieving interoperability
7. Closing provisions

1. Scope of application
1.1 The licensor is the COSMO CONSULT Licensing GmbH, Rütistrasse 16, 8952 Schlieren, Switzerland.
1.2 The following EULA applies to all software programs of the COSMO CONSULT Licensing GmbH (hereinafter "COSMO CONSULT") including the COSMO CONSULT group consisting of the associated companies of COSMO CONSULT; these programs include new versions (upgrades, updates, service packs or hotfixes), industry solutions and add-ons (hereinafter "contract software").
1.3 Any contradictory general terms and conditions of the licensee shall not apply.
1.4 The contract software together with documentation and accompanying documents, is copyrighted. Contrary-to-contract use, in particular any distribution, wired or wireless communication to the public, including making publicly available, transmission, modification and reproduction are illegal and will be prosecuted under criminal and civil law.
1.5 COSMO CONSULT, the companies of the COSMO CONSULT group and authorized dealers are entitled to distribute the contract software on the basis of this EULA.

2. Temporary Grant of License, Audit Rights, Termination
2.1 Starting with payment of the agreed compensation to the respective partner, COSMO CONSULT grants the licensee the non-exclusive, non-transferable right to use the contract software for its own business purposes for the contractually fixed term of the software subscription. Depending on the agreement this includes, either
2.1.1 the installation, loading and running of the contract software on a single server of the licensee and the making of a reasonable number of backup copies; or
2.1.2 the right to access the licensed software through online access.
2.2 Except as provided for in paragraph 2.1.1, 2.8 and 6.1.1, the licensee is not authorized to redistribute the contract software, depict it wired or wireless in public or make publicly available, transfer it to third parties, grant sublicenses, rent it, lease it or otherwise to make it available to third parties, neither subject to payment nor free of charge.
2.3 The number and type of licenses to the contract software, in particular the maximum number of employees of the licensee authorized to use the licensed software (hereinafter "named users"), are set out in the purchase order or contract concluded with the partner.
2.4 The licensee's right of use under nos. 2.1 to 2.3 ends automatically at the end of the contract period of the software subscription without the need for any further notice.
2.5 COSMO CONSULT retains all rights to the contract software.
2.6 If the licensee wants to use the licensed software beyond the agreed number and type of licenses (for example, for a higher number of named users), it will notify the partner immediately in writing and make a contractual arrangement with it for this. As far as the respective partners have not agreed otherwise, the licensee is obliged to remunerate COSMO CONSULT for any use of contract software beyond the originally agreed number and type of licenses in accordance with the current price list of COSMO CONSULT; further claims of COSMO CONSULT remain unaffected.
2.7 As long as the licensee uses the contract software, COSMO CONSULT is entitled to have the proper licensing confirmed by a financial auditor of its choice. The contractor shall allow this auditor access to its business premises, its books of account, its systems and all documents and data necessary services for the audit and shall provide all information necessary in this context. 2.8 In the terms of this EULA those companies are considered to be affiliated companies in which the licensee is involved directly or indirectly to the amount of at least 50%, or who hold at least a 50% direct or indirect involvement in the licensee, or enterprises that are held at least 50% directly or indirectly by the same owner as the licensee. Affiliated companies, like the licensee, are entitled to the use of contract software for the respective contract period of the software subscription and software maintenance under this EULA. An increase in the permissible number of named users is not entailed by this. The licensee shall ensure that its aforementioned affiliated companies fulfill all obligations under this EULA.
2.9 COSMO CONSULT is entitled to extraordinary termination of this EULA if the licensee violates this EULA and does not remedy this breach despite warning.

3. Obligations upon termination of contract Upon termination of this EULA and / or the contract period of the software subscription and software maintenance, the licensee undertakes to return and to delete from his systems the original media and all copies of the licensed software, including documentation and accompanying documents. The complete return and deletion must be confirmed to COSMO CONSULT in writing. If the licensee uses the licensed software via online access in accordance with no. 2.1.2, the respective partner has the right to terminate the online access to the licensed software upon termination of this EULA and / or the contract period of the software subscription.

4. Warranty rights, limitation of liability Any warranty rights or liability claims are exclusively vis-à-vis the respective partner of the licensee and determined by the contract or purchase order concluded with them separately.

5. Confidentiality
5.1 Both parties agree that the contract software contains confidential information of COSMO CONSULT. The licensee agrees to carefully protect the contract software, including accompanying documents, any backups made and any other information marked or designated confidential by COSMO CONSULT that are made available to him under this contract from unauthorized access by third parties. This includes in particular all information made accessible that goes beyond the external appearance of the contract software and the mere listing of its functionality as well as the methods and the procedures used by COSMO CONSULT.
5.2 The obligation of confidentiality shall not apply to confidential information that
• was already public knowledge at the time of disclosure or was subsequently made public without any non-compliance with the above provisions being partly responsible for this;
• was disclosed by COSMO CONSULT expressly on a non-confidential basis;
• was in the lawful possession of the licensee prior to the disclosure;
• was later disclosed by a third party without breach of any obligation of confidentiality.
The burden of proof for the existence of the above exceptions shall be borne by the licensee.

6. Changes to the contract software, achieving interoperability
6.1 The change, adaptation, decompilation, disassembly and reassembly and any other alteration of the contract software and the copies of the obtained results by the licensee are not permitted unless COSMO CONSULT gives prior written approval or the licensee is entitled to do so in accordance with the following provisions:
6.1.1 The approval of COSMO CONSULT is not required, if duplication of the code and translation of its code form are indispensable to obtain the information necessary to achieve the interoperability of an independently created computer program with other programs, provided that the following conditions are met:
• the actions are conducted by the licensee or by another for person, who is duly authorized to use a copy piece of the contract software, or on their behalf by an authorized person for this;
• necessary information to achieve interoperability are not made readily available to the persons referred in paragraph 6.1.1;
• the acts are confined to the parts of the original contract software that are necessary to achieve interoperability.
6.1.2 For actions according to paragraph 6.1.1 obtained information not allowed
• to be used for purposes other than to achieve the interoperability of the independently created computer program,
• to be disclosed to third parties, unless that disclosure is necessary for the interoperability of the independently created computer program,
• to be used for the development, production or commercialization of a computer program substantially similar in its expression, or for any other act which infringes copyright.
6.1.3 Paragraph 6.1.1 and 6.1.2 are to be construed as their application neither affected the normal analysis of the licensed software nor violated the legitimate interests of COSMO CONSULT unacceptably.
6.2 If the licensee otherwise desires changes, modifications, alterations or adaptations of the contract software, the relevant partner will offer these on the basis of a separate purchase order or a separate contract.
6.3 Except as otherwise provided, all further developments of the contract software are at least also to be provided to COSMO CONSULT. COSMO CONSULT is entitled to integrate such further developments including documentation and to use and exploit them in the source and object code perpetually, irrevocably, worldwide and freely transferable to third parties for all kinds of use and exploitation including yet unknown types of use. In particular, this includes the right to reproduce them in any way, distribute, perform and transfer them via cable or wirelessly, make them available for use of third parties and utilise them fully in every conceivable way as well as the right, at its sole discretion to edit, develop, modify, decompile and reshape them in every way and modify them in any other way and use and exploit the results created thereby in the same manner. The licensee receives a non-exclusive right thereto if this has been agreed in the purchase order or the separate contract.

7. Closing provisions
7.1 All changes and additions to this EULA must be in writing to be effective. This also applies for the cancellation of this written form provision. Oral subsidiary agreements are not valid.
7.2 If any provision of this EULA is or becomes invalid, the remaining provisions of this EULA shall remain valid. The parties agree to replace the invalid provision by a valid provision which best approximates the economic intention of the parties. The same applies in the event of a gap in this EULA.
7.3 This EULA is governed exclusively by German law to the exclusion the UN-Convention on Contract for the International Sale of Goods (CISG).
7.4 The place of jurisdiction for all legal disputes arising from or in connection with this EULA is, to the extent permitted, Berlin.