LEBIT BUSINESS APPS SOFTWARE LICENCE AGREEMENT (" Agreement" ) IMPORTANT: These license terms (agreement) are an agreement between LeBit Software & Consult GmbH and you. Please read these terms carefully. Except as otherwise expressly specified, this agreement applies to all of the LeBit Software products, which includes the media on which you received it, if any. It also applies to any LEBIT Software -updates, -supplements, -Cloud-Based services, and -support services By installing, having installed, subscribing to, or using the software, you accept this agreement (including any modifications made to it from time to time). If you do not accept this agreement, do not install, have installed, subscribe to, or use the software. If an individual enters into this agreement on behalf of a legal entity, that individual represents that he or she has the authority to bind that entity to this agreement. 1. Software Licence (i) You shall acquire only a non-exclusive, non-transferable licence (" Software Licence" ) for the number of people stated on licence certificate or on the upgrade certificate to use the Software. The Software shall at all times remain the sole property of LEBIT or the relevant third party licensor. (ii) Such licence shall only be transferable with the prior written consent of LEBIT to be granted at its absolute discretion and provided that (a) you shall de-install the Software from your workstations, servers orde cloud enviroments, and (b) the transferee agrees to be bound by this Agreement. (iii) You shall use the Software solely for your internal business use and for the benefit of no other person or entity. (iv) You shall not rent, lease, sub-licence or lend the Software to any person or use the Software for commercial time-sharing or service bureau use. (v) The software may require a key to run or access it. A key may only be used to run or access the particular version of the software for which it was issued. You are responsible for the use of keys assigned to you. You must not duplicate or share the keys with third parties. (vi) Servers on which the software is installed may periodically provide information to verify that the software is properly licensed and that the term has not expired. This information includes the customer identifier, product name, license serial number, product version number, and usage data. Aggregated data may be used to evaluate the effectiveness of our validation features. By using the software, you consent to the transmission of the information described in this paragraph. (vii) Certain features in the software may connect to LEBIT or third party service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. For more information about these features, see the software documentation. By using these features, you consent to the transmission of this information. 1. Computer Information. Certain features in the software use Internet protocols, which is sent to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser, name and version of the software you are using, and the language code of the device where you installed the software. LEBIT uses this information to make the Cloud-Based services available to you. Some of these features include, but are not limited to, features in the software can retrieve related content from LEBIT and provide it to you. To provide the content, these features send to LEBIT the type of operating system, name and version of the software you are using, and the type of browser and language code of the device where you installed the software. 2. Customer information. LEBIT may collect data about usage of the software, including, but not limited to Customer information, User information and transaction type. Customer information may be kept for historical reasons, but any personal information will be deleted after termination of this agreement or on request. 3. Customer Data. Information stored in the in the software by the customer must comply with local data privacy legislation and it is the customer responsible to ensure compliance. 4. Use of Information. LEBIT may use the device information, error reports, and malware reports to improve our software and services. We may also share it with others, such as hardware and software vendors. They may use the information to improve how their products run with LEBIT products. 5. Misuse of Cloud-Based Services. You may not use these services in any way that could harm them or impair anyone elses use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means. 2. Intellectual Property Rights (i) You acknowledge that all copyright, patents and other intellectual property rights of whatever nature in the Software shall remain vested solely in LEBIT or the relevant third party licensor. You undertake to take all reasonable precautions to maintain the confidentiality of such Software, and all know-how and trade secrets incorporated therein and not to copy the Software other than as required by the installation procedure for use of the Software subject to the terms of this licence (keeping the original(s) solely for backup or archival purposes) and otherwise not to copy or duplicate or permit the copying or duplication of the Software by any means, save for making backups in accordance with normal business practice and otherwise as permitted by law. (ii) LeBit grants consent to you to extend and/or change the functionality of the Software only by use of Developement Tools, which Microsoft as manufacturer oft he base system release for developement. LeBit is not responsible for any extensions or changes to the functionality of the Software you may make, nor for any effect such extensions or changes may have on the functionality of the Software or any other software programs. (iii) You otherwise undertake not to alter, develop, adapt, modify or customise the whole or any part of the Software in any way, nor disassemble, decompile or reverse engineer or otherwise attempt to derive the source code of, the Software without the prior written consent of LEBIT, save as permitted by law. (iv) Where LEBIT grants consent to you to alter, develop, adapt, modify or customise the whole or any part of the Software in any way the intellectual property rights in such alterations, developments, adaptations, modifications, customisations and any new features, functionality, or performance provided by the Software as a result (" Changes" ) shall be the sole and exclusive property of LEBIT and you shall obtain no rights, title or interest in or to such Changes. (v) You acknowledge that some elements of the Software may be owned by a third party and agree that where this is the case, such third party shall obtain the benefit of this Agreement. 3. Usage of the Software (i) During the term of the license agreement, the license holder will have the user right to the Product for the following users: 1. Internal users employed by the license holder. The number of internal users is defined by the number of internal useres in the base Microsoft-product. 2. External users, including the license holders advisers, however solely for the purpose of gaining access to process the license holders data. 3. If the Product is to be used in multiple persons within the same group, the license holder must order an additional license per VAT or IRS number. 4. Beyond the situations mentioned above, the user right does not include other persons, including other legal persons. Subsidiaries and other affiliated companies are not covered by the license, unless otherwise agreed upon with LEBIT or the license holders Microsoft Partner. 5. The license holder is responsible for the external persons, who have access to the Product, in accordance with the license agreement. (ii) You re not allowed to use the software for 1. Business Process Outsourcing: You may not use the software to provide business process outsourcing services to your clients or customers. You may however acquire a special BPO license to support your clients. For details contract LEBIT. 2. Distribution as your product: You may not ? alter any copyright, trademark or Product names in the Product; ? use LEBIT programs names or in a way that suggests your programs come from or are endorsed by LEBIT; ? modify or distribute the source code of any product (iii) The software is licensed, not sold. This agreement only gives you some rights to use the software. LEBIT reserves all other rights. Unless applicable law or a separate written contract with LEBIT gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may only use the software for your internal business purposes. You may not 1. work around any technical limitations in the software; 2. reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation; 3. circumvent the validation functions of the software; 4. publish the software for others to copy; 5. rent, lease or lend the software; or 6. use the software for commercial software hosting services. (iv) Your rights to use the software may be revoked if you do not comply with the terms of this agreement. Rights to access the software do not give you any right to implement LEBIT BUSINESS APPS. 4. Limited Warranty and Limitation of Liability (i) Save as expressly provided in this Agreement, the Software is provided "as is" without any warranty of any kind, either express or implied, including but not limited to implied warranties of merchantability, satisfactory quality and fitness for a particular purpose. (ii) LEBIT shall be under no liability in respect of any defect arising from normal wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow LEBIT' instructions (whether oral or in writing), or misuse or alteration or repair of the Software without LEBIT' approval. (iii) LEBIT shall be under no liability in respect of any third party software provided under this Agreement. (iv) LEBIT accepts no liability for errors or omissions in its quotations, price lists, instructions, training materials and other literature, whether in printed or electronic form. (v) LEBIT does not exclude or limit its liability to you in respect of death or personal injury, which it cannot exclude or limit by law. (vi) LEBIT will not be liable to you for any loss or damage additional to that set out in clause 3 (v) above (including costs or expenses relating to or arising out of such loss or damage) whether arising from contract, tort (including negligence), breach of statutory duty, contribution or otherwise, and whether or not you have been made aware of the possibility of such loss or damage:(a) indirect or consequential loss;(b) loss of revenue, business, profits, interest or anticipated savings; (c) loss of goodwill or reputation; (d) loss of or damage to records or data including, but not limited to, any costs of regenerating or restoring any lost or damaged records or data; (e) penalties, fines or other sanctions imposed by any governmental or other regulatory body; or (f) third party claims for loss or damage or other compensation. (vii) In respect of all loss or damage additional to that set out in Clauses 3 (v) and 3 (vi) above, the liability of LEBIT to you, whether in contract, tort (including negligence), breach of statutory duty, contribution or otherwise shall be subject to a limit of the price paid by you for the Software in respect of any event or series of connected events. 5. Microsoft Dynamics 365 Business Central and Dynamics NAV (i) The Microsoft Software License Terms govern your licensed use of Microsoft Dynamics 365 Business Central and Dynamics NAV, including the part of Microsoft Dynamics 365 Business Central and Dynamics NAV which enables the Software to function with Microsoft Dynamics 365 Business Central and Dynamics NAV, but not the Software itself. (ii) Microsoft is not responsible for the Software or any effect it may have on the functionality of Microsoft Dynamics 365 Business Central and Dynamics NAV, and/or accompanying software documentation for Microsoft Dynamics 365 Business Central and Dynamics NAV. (iii) In the event of a breach of this Agreement or where LEBIT can no longer provide appropriate support services to you for any reason, you will not have the right to receive copies of the Software and/or materials necessary to support the Software. (iv) Microsoft will be a third party beneficiary of this Agreement with respect to the matters in this clause and Microsoft will have the right to enforce this clause of the Agreement with you and verify your compliance of it. 6. Term and Termination (i) This Agreement and the Software Licence are effective until terminated. This Agreement and the Software Licence will terminate immediately if you fail to comply with any term or condition of this Agreement including, without limitation, failure to pay any sum owing to LEBIT. Upon such termination you agree, with immediate effect, to (a) cease using the Software, (b) de-install the Software from your workstations, servers ore cloud-enviromets and (c) (if applicable) destroy or return the CD containing the Software. (ii) The provisions of Clauses 2, 3, 4, 6 and this Clause 5 shall survive termination of this Agreement and the Software Licence, however and whenever occurring. 7. Pricing (i) LEBIT BUSINESS APPS pricing is based on current pricelists as described at http://www.lebit.net. LEBIT reserves the right to change the pricelist, including existing enhancement plans, indexation rates and subscriptions, with 3 months notice. 8. SUPPORT SERVICES (i) The usage rights for LEBIT BUSINESS APPS doesnt include support services. You can purchase suppoprt packages on Microsoft-AppSource ore at https://www.lebit.net/support. 9. APPLICABLE LAW (i) German law, disputes shall be decided at the Court of Berlin, unless the parties agree on another venue 6. Miscellaneous (i) The headings of the clauses in this Agreement are for convenience only and do not affect the interpretation of this Agreement. (ii) Any notice to be given by one party to the other shall be given in writing and shall be properly served if sent by pre-paid first class postage to the registered office or last known business address of the party to be served and shall be deemed to have been received on the second business day after posting or on the fifth business day if delivered internationally. (iii) No waiver by LEBIT of any breach of this Agreement by you shall be considered as a waiver of any subsequent breach of the same or any other provision. (iv) This Agreement sets forth the entire understanding and agreement between you and LEBIT and supersedes all prior agreements, whether written or oral, with respect to the Software, and may be amended only in writing, signed by you and LEBIT. (v) This Agreement shall be construed in accordance with English Law and the English Courts shall have exclusive jurisdiction in any dispute relating to this Agreement, save that LEBIT may, at its discretion, bring any proceedings against you in the courts of any other country where the remedies sought through such proceedings include injunctive relief. (vi) If any part of this Agreement shall be or become invalid or unenforceable in any way and to any extent by any existing or future rule of law, order, statute or regulation applicable thereto, then the same shall to the extent of such invalidity or unenforceability be deemed to have been deleted from this Agreement which shall remain in full force and effect as regards all other provisions.