Terms for the Licensing of ORBIS Software Products for Use in the Cloud of a Cloud Service Provider: ORBIS provides the Client ORBIS software products for use in the cloud of a cloud service provider. The object of this Agreement is based on the underlying contract and the respective product certificate. § 1 Object 1.1 The following Agreement governs the provision of ORBIS software (hereafter “Product”) in the Microsoft cloud by ORBIS. The Client can remotely access the Product hosted by Microsoft and use it under the terms of this Agreement exclusively for the Client’s internal business transactions. To this end, ORBIS provides the Product for the Client’s use. The Product is described in the relevant product description. Furthermore, the product description and product documentation are conclusively authoritative regarding properties. ORBIS is otherwise not responsible for any other properties or for freedom from defects. The Client is informed of the features of the Product and bears the risk that the same meets the Client’s needs. 1.2 The Client is solely responsible for obtaining adequate rights of use and licenses for third-party software used/purchased by the Client. 1.3 The Client is responsible for testing the Product for deficiencies and practicability in a specific situation before commencing live use of the Product. 1.4 The Client acknowledges that the Product, along with any user documentation and other documents, including future versions, is protected by copyright, and contains trade secrets and is the property of ORBIS/the respective developer. § 2 Right of Use 2.1 ORBIS grants the Client a nonexclusive, nontransferable right to use the licensed Product as intended for its own purposes for the stipulated duration. 2.2 The amount of usage fee is based on the extent of use. The extent of use of the Product corresponds to the extent of use of the cloud service provider’s services. Should the Client wish to increase the stipulated extent of use, the Client must pay the additional charge specified in the ORBIS price list valid at that time. 2.3 The Client is not entitled to use the Product beyond the use permitted under this Agreement, or to allow third parties to use the Product or to make the Product accessible to third parties. Specifically, the Client is not authorized to reproduce, resell or temporarily transfer, in particular lease or lend, sublicense, license, outsource, or otherwise provide to third parties the Product or parts thereof. 2.4 For each incident in which the Client is responsible for facilitating the use of the Product by third parties or unauthorized users, the Client must immediately pay a penalty in the amount of three times the annual licensing fee. ORBIS reserves the right to claim damages. In such cases, the penalty will be deduced from the claim. 2.5 In the event of an unauthorized transfer of use, the Client must immediately provide to ORBIS all information necessary to file claims against the user, specifically the user’s name and address. 2.6 Should the contractual use of the Product be hindered by third-party property rights through no fault of ORBIS, ORBIS is entitled to deny the services affected by such property rights. ORBIS will immediately notify the Client of such denial and allow the Client adequate access to the Client’s data. In such a case, the Client is not obliged to pay for this access. Other claims or rights of the Client remain unaffected. 2.7 ORBIS is entitled to survey use of the Product (at minimum once per year, including on-site and/or remote surveys). The Client grants appropriate access to such systems as permits a survey of the extent of the Client’s use of the cloud service provider’s services. The Client will reasonably cooperate with the conducting of such surveys. Any non-contractual use discovered during a survey entitles ORBIS to charge the Client for the cost of the survey. Should any use beyond the scope of this Agreement be discovered during a survey or through other means, an agreement with ORBIS on the additional purchase must be concluded effective as of the date usage was exceeded. ORBIS reserves the right to file claims for damages. 2.8 ORBIS is entitled to terminate use of the Product for the unlawful violation by the Client or an authorized user of one of the major obligations set forth in this Agreement, specifically including for violation of the obligations stipulated in Section 4. Use will only be restored once the violation of the relevant major obligation has been permanently remedied/the danger of recurrence is minimized through submission to ORBIS of an adequate cease-and-desist declaration subject to penalty. In such case, the Client remains obliged to pay the monthly fees. § 3 Information and Privacy 3.1 The Client is responsible for entering the Client’s information in the service as well as for managing the information provided. The Client agrees to collect, manage and handle all Client information in accordance with all applicable privacy laws, rules and regulations. 3.2 Should the Client collect, process or use personal information, or have the same done by ORBIS, the Client warrants that the Client is authorized to do so under applicable, specifically privacy laws and indemnifies ORBIS against third-party claims in the event of a violation. 3.3 It is hereby established that the Client retains responsibility for the data both under this Agreement and under privacy law. The Client holds exclusive rights of ownership and disposal of all Client-specific information (entered, processed, stored, output information). ORBIS will not review any information being stored for the Client for the legality of its collection, processing and use; the Client is solely responsible for such review. ORBIS is only authorized to process and/or use Client-specific information exclusively at the Client’s instruction (e.g., to comply with erasure and blocking requirements) and in accordance with this Agreement; specifically, ORBIS is prohibited from making Client-specific information accessible to third parties in any manner without the Client’s prior written consent. This also applies if and to the extent Client-specific information is altered or added. However, ORBIS is authorized to the extent permitted by privacy laws to process and use the Client’s information during the term of this Agreement (e.g., billing information for the invoicing of services). 3.4 ORBIS takes the technical and organizational precautions and measures for which it is responsible according to GDPR. The Client generally is not entitled to request access to the software application, server, operating software and other system components of the Product. The access rights of the Client’s data protection officer remain unaffected by the foregoing following written notification of inspection of compliance with the requirements according to GDPR, and ORBIS’ other legal and contractual handling of personal information as part of the operation of the Product under this Agreement. § 4 Client Duties and Obligations The Client is responsible for the connection to use the Product, including the Internet connection. The Client will fulfill the duties required of the Client for the performance of this Agreement. Specifically, the Client will: • Ensure no commercial property rights and copyrights are violated (e.g., when entering third-party text and information to the ORBIS Product). • Obtain the required consent of each person concerned provided the Client collects, processes or uses personal information as part of the use of the Product, and no statutory authorization applies. • Not misuse the Product or allow the Product to be misused, specifically not transmit any content that violates the law, official regulations or third-party rights. • Refrain from accessing or having a third party access information without authorization, accessing or having a third party access programs run by ORBIS, or infiltrating ORBIS data networks without authorization. • Indemnify ORBIS against all third-party claims based on illegal use of the Product by the Client or with the Client’s consent, or arising specifically from privacy, copyright or other legal disputes associated with the use of the Product. The Client is required to immediately notify ORBIS should the Client learn or be in a position to recognize there is a risk of such violation occurring. • Reimburse ORBIS for the expenses incurred from processing a submitted trouble ticket if a review reveals no issue with the ORBIS Product and the Client could have resolved the matter through reasonable troubleshooting. § 5 Fees, Payments 5.1 All prices are subject to VAT. 5.2 The licensing fee is to be paid monthly in advance following provision of the Product. To avoid misunderstanding, it is expressly stated that the Client is not entitled to demand a reduction in fees due or to reduce the number of users/the volume during the stipulated term. 5.3 The Client may only dispute ORBIS invoices within one month of receipt. 5.4 Default of payment on the part of the Client entitles ORBIS to deny use of the Product. The Client remains obliged to pay the stipulated fees. ORBIS reserves the right to file additional claims for nonpayment as well as its legal rights. 5.5 ORBIS is entitled to reasonably increase standard or listed fees for the contractual services to offset personnel and other cost increases. ORBIS will notify the Client of such increases in writing or via e-mail; these increases do not apply for the periods already paid by the Client. Should the increase exceed 5% of the current fee, the Client is entitled to terminate the Agreement in full with a notice of one month given at the end of the calendar month; should the Client exercise this right of termination, services will be billed at the original rate until the final termination of the Agreement. § 6 Term 6.1 The Agreement enters into force upon signing by both parties and has an indefinite term. The Agreement can be terminated with a notice of four weeks given at the end of the month. However, under ordinary termination, the Agreement ends at the earliest on expiration of the stipulated term of the last order. The stipulated term is stated in each order/certificate of license. The termination of an order does not affect other, ongoing orders. 6.2 The right to termination for cause remains unaffected. The Client does not have the right to terminate the Agreement without notice if contractual use of the Product is, in part or in full, not provided in a timely manner or such use is revoked (Section 543, subsection 2, number 1, German Civil Code). § 7 Remedy Agreements 7.1 The Product is provided on Microsoft servers and is subject to all the limitations inherent to this environment, such as limitation of availability. The Client acknowledges this fact. Therefore, the Client is not entitled to any claims against ORBIS arising from such interruption in service/unavailability of service. 7.2 ORBIS does not monitor the transmission of data via telecommunications infrastructure, including the Internet. ORBIS offers no warranty for the secure use of the Product/that the security technologies used will prevent any intrusion by third parties. 7.3 Should defects occur during contractual use, the Client must report these along with all information necessary to trace the defect, in writing if requested by ORBIS. Only employees tasked and trained as system administrators are authorized to report defects. Claims against ORBIS require the defect to be reproducible or identifiable through system-generated outputs. The Client is required to reasonably assist ORBIS in the remedy of the defects. 7.4 ORBIS will remedy defects within a reasonable time either through correction or provision of a new, defect-free version of the Product. The remedy can also consist of ORBIS providing the Client with reasonable options for avoiding the effects of the defect. 7.5 ORBIS guarantees verified defects of title through supplementary performance by providing the Client a legally unobjectionable right of use of the Product and, at ORBIS’ discretion, a replaced or modified, equivalent product. The Client is required to accept the new version of the Product, provided its contractual functionality is retained and its replacement is not unreasonable. 7.6 The urgency of an issue’s resolution is based on the degree of that issue’s hindrance to operations. 7.7 ORBIS may demand compensation for its expenses from undertaking to remedy defects unverified by the Client. 7.8 There is no strict liability for defects present on conclusion of the Agreement as described in Section 536a, subsection 1, German Civil Code. § 8 Liability and Limitation Period 8.1 ORBIS is liable without limitation under the law only for compensation of damages resulting from willful intent or gross negligence, including willful intent or gross negligence on the part of ORBIS’ legal representatives or agents. 8.2 ORBIS is liable for claims for damages, irrespective of legal basis, including those resulting from technical support for third-party products, and for claims for compensation of wasted expenditures that are based on slight negligence only in the event of a breach of an essential obligation (major obligation). A major obligation is one that is essential for the due performance of the Agreement and on the fulfillment of which the other party may ordinarily rely. 8.3 Liability for slight negligence pursuant to 8.2 is limited to the foreseeable, typical damages per incident. ORBIS is liable per incident up to the annual licensing fee for the Product during the use of which the damages occur, not to exceed €60,000.00. ORBIS is not liable for lost profits. 8.4 The Client may stipulate extended liability against a risk premium on conclusion of the Agreement. The limitations of liability pursuant to 8.2 and 8.3 do not apply insofar as damages are covered by ORBIS’ liability insurance and the insurance provider renders payment. ORBIS is required to maintain the coverage provided at the time this Agreement is concluded. 8.5 The limitations of liability pursuant to 8.2 and 8.3 do not apply in instances of accepted warranty claims, fraudulent concealment of defects, personal injury and liability under the Product Liability Act. 8.6 If the Client is entitled to withdraw from the Agreement and/or demand damages in lieu of performance, ORBIS may set a reasonable period for the Client to declare whether the Client is exercising these rights or wishes continued performance/supplementary performance. Upon expiration of this period without a declaration, the Client’s claim for performance is no longer valid. 8.7 The limitation period is 12 months from the onset of the statutory limitation period. This also applies to claims arising from withdrawal and reduction. Processing of a notice of defect and supplementary performance suspend the limitation period provided all legal requirements are met. The limitation period does not restart as a result. Other Client claims against ORBIS for damages and for compensation of wasted expenditures lapse after one year from the onset of the statutory limitation period. Reduction in the limitation period does not apply to liability in cases of willful intent, gross negligence, including on the part of legal representatives or agents, accepted warranty claims regarding the properties of the Product, personal injury, or liability under the Product Liability Act. § 9 Freedom from Third-Party Rights The following provisions apply in the event a third party asserts claims against the Client for violation of property rights through the use of the Product provided by ORBIS and such claims hinder or prohibit the use of the Product: The Client will notify ORBIS without delay as soon as the Client is attacked by a third party for any infringement of rights. ORBIS will immediately take appropriate steps for defense. Insofar as possible, any dispute, including any out-of-court settlement, will be either ceded to ORBIS or pursued only with ORBIS’ consent. The Client is required not to readily acknowledge alleged infringements. Should the Client cease the use of the developed software or other deliverables for mitigation or other exigent reasons, the Client is required to inform the third party that such cessation of use does not constitute acknowledgement of the alleged infringement. ORBIS will reimburse the Client for all necessary costs, specifically court and attorney costs resulting from defense, and damages incurred by the Client from a third-party claim. The Client will cede to ORBIS any claims for damages against the third party arising from wrongful warnings or prosecution of infringed property rights. § 10 Written Requirement, Place of Venue 10.1 The Agreement and amendments thereto shall require the written form. Waiver of this written requirement shall also require the written form. 10.2 This Agreement is subject exclusively to the laws of the Federal Republic of Germany. The terms of the UN CISG do not apply. 10.3 The place of venue is the registered office of ORBIS. Prior to any legal proceedings, the parties are required to attempt to settle a dispute out of court, with an expert third party arbitrating as needed, unless such attempt does not appear promising. 10.4 Our General Terms and Conditions apply exclusively; terms and conditions of the Client contradicting or supplementing these General Terms and Conditions and the other components of the Agreement are not part of the Agreement, even if included in a Client order and not expressly rejected by ORBIS.