This Software Service Agreement (the “Agreement” or “Software Service Agreement”) is entered into by and between „Client“ (Client Company Name) Client Address Country and Cobrainer GmbH (the „Supplier“), Lothstrasse 5, 80335 Munich, Germany. Client and Supplier together, the „Parties“. Now, Therefore, the parties agree as follows: Definitions and Construction The definitions and the construction set forth in Schedule 1 “Definitions and Construction” shall apply to the interpretation and construction of this Agreement. Agenda 1. Grant of Rights 2. Ownership 3. Data and Output Rights 4. Delivery 5. Testing 6. Further License Details 7. Warranty Claims 8. Fees and Payment 9. Confidentiality 10. Governance 11. Liability 12. Insurance 13. Term and Termination 14. References 15. General Provisions Schedule 1 – Definitions and Construction Schedule 2 – Licensed Software Service 1. Grant of Rights Supplier hereby grants to the Client a non-exclusive, non-assignable, worldwide right to Use the Licensed Software Service for the license term as specified in section 13. Term and Termination and in Schedule 2 – Licensed Software Service and Pricing for the benefit of expertise management, search and matching functionalities within the Client’s staffing solution. The Client shall not modify, translate, reverse engineer, decrypt, decompile, disassemble, create derivative works based on, or otherwise attempt to discover the Licensed Software Service source code or underlying ideas or algorithms unless such modifications or other actions are provided for or permitted by the applicable law or this Agreement. The Client shall have the right to employ a third party (e.g. by way of outsourcing) to Use the Licensed Software Service or for purposes of performing other types of outsourcing services that require the Use of the Licensed Software Service within the Client’s staffing solution, provided that such third party shall solely be permitted to Use the Licensed Software Service as is permitted to the Client pursuant to this Agreement. For the avoidance of doubt, if the Client acquires the control of, or merges with, a third party, the acquired or merged entity, as the case may be, shall be entitled to Use the Licensed Software Service as described in this section. If the Client sells, or otherwise disposes of its interests, in a Client Group Company, or a business line of Client or a Client Group Company, that Uses the Licensed Software Service as permitted under this Agreement, such former Client Group Company may acquire the further right to Use the Software Service from Supplier by conclusion of a separate Software Service agreement with the Supplier. Upon the request of the Client, the Supplier shall provide the Client with records of Software Service utilization and received maintenance service requests by the Client and such other information as is reasonably available to the Supplier to assist the Client in determining its utilization of the Software Services. Supplier will assist the Client to allow the Client’s compliance of the provided Licensed Software Service with the terms and conditions of this Agreement. If there is any strong evidence of a compliance issue under this Agreement notified by the Supplier in writing, the Client and the Supplier shall mutually agree at reasonable terms to review and assess the Licensed Software Service to be in line with the terms and conditions of this Agreement. 2. Ownership The Client acknowledges that, as between the Client and Supplier, Supplier is the exclusive owner of all right, title and interest in and to the Licensed Software Service. The Client shall have no right with respect to the Licensed Software Service except as provided in this Agreement. 3. Data and Output Rights Supplier acknowledges that, as between the Client and the Supplier, any Client Data processed, excluding public domain expertise data, which is replicable from public domain sources, any Client reports and output generated by or on behalf of the Client as a result of the Use of the Licensed Software Service shall be exclusively owned by the Client respectively. 4. Delivery The Licensed Software Service shall be made available to the Client without undue delay upon the delivery date, mutually agreed upon in writing. 5. Testing The Licensed Software Service may be subject to such functionality tests, performance tests, capacity tests, security tests, or any other tests as deemed necessary and performed by the Client to validate that the Licensed Software Service meets all of the Requirements, provided, however, that the Client is under no obligation to examine the Licensed Software Service for the existence of any other defect (Sachmangel). In the event that the Licensed Software Service does not meet the Requirements or that it does not comply with the mutually agreed upon testing metrics, the Client shall notify Supplier in reasonable detail thereof, and Supplier shall promptly (unverzüglich), at its own cost and in no event later than two (2) weeks after having received such notice, deliver the corrected Licensed Software Service to the Client. The corrected Licensed Software Service shall then be subject to the same test procedure by the Client as if it were the original Licensed Software Service, provided, however, that Supplier shall have no more than two (2) attempts to correct the Licensed Software Service. If after such two (2) attempts the relevant Requirements have not been met, the Client may, in its entire discretion, (i) have Supplier continue to correct the Licensed Software Service, (ii) reduce the License Fee as appropriate to reflect the deficiency in the Licensed Software Service, or (iii) finally reject the Licensed Software Service and rescind this Agreement. The Client’s right to Use the Licensed Software Service includes the non-exclusive, non-assignable, non-transferable, and non-sublicensable, worldwide right to Use the Licensed Software Service exclusively for non-commercial testing environment purposes. 6. Further License Details The Client’s right to Use the Licensed Software Service as specified in Schedule 2 – Licensed Software Service shall be limited to expertise management, search and matching functionalities within the Client’s staffing solution and shall not be subject to (i) any restriction to the number of users, (ii) or any restrictions or limitations to the number of requests sent to the Software Service. 7. Warranty Claims The Supplier hereby warrants to the Client that the Licensed Software Service does and will conform at any time with the following characteristics (Beschaffenheits- und Haltbarkeitsgarantie): a) The Licensed Software Service does and will meet the functional requirements specified in Schedule 3 – Software Service specification (the “Requirements”) (on request). The Requirements shall constitute the specifically agreed characteristics (vereinbarte Beschaffenheit) of the unmodified Licensed Software Service made available by the Supplier. b) The Licensed Software Service does not contain any viruses, Trojan horses, worms, disabling devices or other computer instructions that can or were designed to threaten, infect, corrupt, damage, destroy, defraud, disrupt, disable, alter or shut down any software (including the Licensed Software Service), data or processing environment. With regard to any defects in quality (Sachmangel) identified in the course of the Client’s testing of the Licensed Software Service pursuant to section 5. Testing, the statutory provisions on warranty claims (gesetzliche Mängelansprüche) shall apply as specified in this section. Supplier shall remedy any defects (Sachmängel) arising during the warranty period, as defined by the statutory provisions on warranty claims, after receipt of a notification of such defect from the Client. Where Supplier fails to remedy a defect either by repairing or replacing the defective Licensed Software Service within a reasonable period of time specified in a corresponding written notice from the Client or otherwise mutually agreed between the Parties (Nacherfüllung) after two (2) attempts to repair or replace the Licensed Software Service (zwei Nachbesserungsversuche), the Client shall be entitled to the remedies available to it under the statutory provisions. Any compensation of damages incurred by the Client in connection with a defect shall be borne by Supplier. The Supplier warrants that Supplier is the owner of all right, title and interest in and to the Licensed Software Service and has the right to grant to the Client the rights on the Licensed Software Service granted hereunder (including that the Licensed Software Service is free of any third-party rights that could interfere with the right to Use the Licensed Software Service). The Supplier shall defend, indemnify and hold harmless the Client from and against any claims, demands, actions, damages or other liabilities, losses, cost and expenses (including reasonable attorneys’ fees) arising out of a Third-Party Claim based on the Licensed Software Service. The Client will promptly (unverzüglich) notify Supplier if any Third-Party Claim is asserted for which the Client will be seeking indemnification under this section provided that the Clients failure to provide such notice shall not excuse Supplier from its obligations under this section. The right to assume and coordinate the defense of such a Third-Party Claim will be with the Supplier, provided that the Client may, at its own cost, participate in such defense with its own counsel. The Client is not permitted to settle the matter as long as the Supplier is in compliance with its obligations under this section, unless (i) Supplier consents thereto (such consent shall not to be unreasonably withheld, delayed or qualified), or (ii) such settlement includes release of Supplier from liability under the relevant Third-Party Claim. In the event that the Clients Use of any part of the Licensed Software Service is restricted by reason of any Third Party Claim, the Supplier shall promptly (unverzüglich), at its own cost, (i) obtain for the Client the right to continue to use the relevant item, (ii) modify the relevant item so as to render it non-infringing (provided that Supplier’s modifications shall not affect the Client’s intended use or the performance of such item), or (iii) replace the relevant item by equally suitable, non-infringing alternatives. If any such restriction of the Use of the Licensed Software Service is not removed by Supplier’s actions under this section, then the Client shall be entitled to the remedies available to it under the statutory provisions and this Agreement. 8. Fees and Payment In consideration of the license granted under section “Grant of Rights” and further detailed in Schedule 2 – Licensed Software Service, the Client shall pay to Supplier a monthly license fee as further specified in Schedule 2 – Licensed Software Service (the “License Fee”) (pricing details on request) and subject to any other rights under this Agreement. The License Fee shall include a monthly base license component as well as a pay-per-user license component billed monthly as defined in Schedule 2 – Licensed Software Service (pricing details on request) . All fees due under this Agreement will be due on the Effective Date of this Agreement and will be payable in arrears on a monthly basis within thirty (30) Business Days following receipt by the Client of a corresponding invoice issued by the Supplier. The Client will pay all amounts indicated in such invoices to a bank account, which Supplier specifies in writing to the Client. For the avoidance of doubt, the payment of an invoice by the Client does not constitute a waiver of any objections the Client may have with respect to the correctness of such invoice or the underlying performance obligation of the Supplier. All payments described in this section are expressed exclusive of VAT. If VAT is chargeable under this Agreement, such VAT will be payable by the Client in addition to the relevant payment obligation, provided that the Client has received from Supplier an appropriate and valid VAT invoice complying with the requirements under the applicable VAT law. However, in such case, both the Client and Supplier will use all reasonable efforts to obtain credit for, or recovery or refund of, these amounts. In the event that the Client is required to deduct or withhold for or on account of Supplier Taxes from a payment under this Agreement, the Client’s payment obligation shall not increase. However, the Client shall notify the Supplier thereof and shall make such payment to the competent fiscal authority on account of the Supplier. Where the Client does not pay a correct invoice as of the respective due date, Supplier may ask the Client to pay interest on the outstanding amount, starting as of the day following the relevant due date and ending on the day of actual payment, at the rate of 1% above the base rate (Basiszinssatz), as amended from time to time. The Supplier may not set-off any claims against claims of the Client, except where such claims have either been determined by a final ruling or expressly acknowledged by the Client in writing. For the avoidance of doubt, this section and Schedule 2 – Licensed Software Service provide an exhaustive description of all payment obligations of the Client towards the Supplier in connection with this Agreement and the Use of the Licensed Software Service specified in Schedule 2 – Licensed Software Service (pricing and payment details on request). The Client shall not be responsible for the payment of any fees, charges or expenses that are not expressly identified in this Agreement or the respective corresponding Professional Services Agreement as the Client’s responsibility. The prices for the License Fees under this section and Schedule 2 – Licensed Software Service and the License Fees for any subsequently acquired Licensed Software Service each as specified in Schedule 2 – Licensed Software Service (the “Current Fees”) shall be agreed for a period of three (3) calendar years following the Effective Date (pricing details on request). 9. Confidentiality The parties acknowledge that they have received and will receive confidential information in whatever form in connection with this Agreement related to and including trade and business secrets and business information regarding the business, financial situation, products and prospects, processes and methodologies, customers and employees and other documentation (to the extent such other documentation is indicated as confidential or a reasonable person would consider such other documentation as confidential) of the other party (the “Confidential Information”). Confidential Information does not comprise any information: (i) which becomes generally available to the public other than as a result of a breach of this section, (ii) which is received from a third party, provided that the third party is not bound by an obligation of confidentiality with respect to such information (and the receiving party is aware or made aware by the other party of this fact), (iii) which was legally in a party’s possession without obligations of confidentiality prior to such information being furnished as Confidential Information, or (iv) which is developed by either party independently without access to Confidential Information of the other party. The parties agree that all Confidential Information will be used only for the purpose of exercising any rights or complying with any obligations under this Agreement. The receiving party of each item of Confidential Information will use reasonable efforts, taking into account the materiality and proprietary nature of the particular Confidential Information, to protect such Confidential Information from unauthorized use or disclosure (intentional, inadvertent or otherwise) and, in any event, will exercise at least the same reasonable level of care to avoid any such unauthorized use or disclosure as it uses to protect its own information of a like nature. Notwithstanding any of the foregoing, each party may disclose Confidential Information to third parties with the prior written consent of the other party, and each party will be free to disclose Confidential Information without the consent of the other party: a) to any regulatory or other governmental authority or any court of competent jurisdiction, or as otherwise required by law, provided that such party shall inform the other party in order to enable the other party to take precautionary actions; and b) to their directors, personnel, attorneys, consultants and agents on a need-to-know basis in connection with their duties as long as such persons are advised of the confidential nature of such information and their obligation to protect it as confidential and are bound by confidentiality undertakings consistent with this section. If this Agreement terminates for any reason, the receiving party of each item of Confidential Information, including documents, contracts, records or properties, will return it to the disclosing party thereof or, in the receiving party’s discretion, destroy it and provide a certification to the disclosing party that all such Confidential Information has been returned or destroyed immediately after termination, except to the extent that the retention of any Confidential Information is expressly permitted by any other written agreement between the parties or required pursuant to mandatory legal or regulatory requirements. 10. Governance The Client and Supplier will each appoint an individual as the primary interface with regard to all matters and communications arising under or in connection with this Agreement (each, a “Relationship Manager”). Each Relationship Manager is entitled to make any business- and license-related decisions and declarations in relation to this Agreement. Each party will also appoint substitute Relationship Managers who can exercise the authority of the Relationship Managers in their absence. Neither the Client nor Supplier have any responsibility for monitoring whether the other side’s Relationship Manager has complied with any applicable internal approval procedures for binding the respective party. One side’s Relationship Manager can delegate authority for a specific matter or for categories of matters to another person by informing the other side’s Relationship Manager in writing; the delegation of authority may only be cancelled by written notification to the other Relationship Manager. The names of the current Relationship Managers and their substitutes including any limitations of their authority are set forth in Schedule 6 "Contact Specification". Any dispute between the parties arising out of or in connection with this Agreement or an arbitration in accordance with this Agreement shall be dealt with in accordance with the dispute resolution procedure set forth in this section (the “Dispute Resolution Procedure”). Each party must notify the Relationship Manager of the other party of a dispute, without undue delay after becoming aware of it, in a written report specifying the nature of the dispute, the amount involved, and any other facts pertinent to the dispute (the “Dispute Report”). Such dispute shall then be considered by the Relationship Managers of the Client and the Supplier within two (2) weeks of the receipt of a Dispute Report. If the parties resolve a Dispute in accordance with this section, the parties will record the resolution in writing. If, for any reason, the parties cannot resolve a Dispute within four (4) weeks after a Dispute Report has been submitted to either of them, the parties may continue to attempt to resolve such Dispute, or either party may at any time thereafter initiate legal proceedings. Nothing contained in this section shall prevent the parties from seeking protection by a preliminary court order (einstweiliger Rechtsschutz). Compliance with the Dispute Resolution Procedure does not waive any substantive rights or remedies under this Agreement. 11. Liability While there is no limitation of the liability of either party to the other with regard to claims for damages (Schadensersatzansprüche) caused by gross negligence (grobe Fahrlässigkeit) or willful misconduct (Vorsatz) of the other party, the liability of each party to the other party arising in connection with this Agreement with regard to claims for damages (Schadensersatzansprüche) caused by ordinary negligence (einfache Fahrlässigkeit) shall be limited in the aggregate across this Agreement and any Professional Services Agreement to 200% (two hundred percent) of the aggregate of (i) the License Fee to be paid by the Client for the twelve (12) months immediately preceding the beginning of the month, in which the damaging event (Schadensereignis) has occurred, provided that the damaging event has occurred after the first anniversary of a license agreement. If the damaging event has occurred prior to the first anniversary of a license agreement, the fees payable shall be limited in the aggregate to 200% of all fees payed including the month, in which the damaging event (Schadensereignis) has occurred. Exceptions; The limitations on liability shall not apply: a) with regard to claims for damages (Schadensersatzansprüche) based upon personal injury, damage to tangible property or product liability; b) with regard to Supplier’s guaranty pursuant to section “Warranty Claims”; c) with regard to Supplier’s indemnification obligation pursuant to section “Warranty Claims”; and d) to the extent such limitations are not permitted by applicable law. e) to Intellectual Property Claims; and f) to Data Protection Claims. 12. Insurance Supplier shall at all times during the term of this Agreement maintain appropriate commercial liability insurance coverage to cover potential claims for damages. Upon the Client’s request, Supplier will provide the Client with a certificate of such liability insurance. The parties will inform each other about current and future insurance policies, which provide coverage in excess of the limitations on liability set forth in section “Liability”. 13. Term and Termination Subject to the section 15. General Provisions, this Agreement shall be effective as of the Effective Date and shall continue until four (4) months from the Effective Date specified in Schedule 2 – Licensed Software Service and Pricing (the “Implementation Term”) unless, with at least thirty (30) days prior written notice within the Implementation Term, the Client notifies the Supplier of its decision to terminate this Agreement. After the Implementation Term this Agreement shall automatically renew for additional twelve (12) month periods (each, a “Production Term”) unless, at least two (2) months prior to the end of any subsequent Production Term, the Client notifies the Supplier in writing of its decision not to renew this Agreement. The Supplier may only terminate the Software Service Agreement to the end of the Implementation Term with three (3) months prior notice or to the end of any subsequent Production Term, at least with eight (8) months prior notice or for Cause. Either Party may terminate this Agreement at any time for cause (Kündigung aus wichtigem Grund) by giving written notice to the respective other party as of the date specified in such notice, if: a) such other party materially breaches any provision of this Agreement and the breach has not been cured within thirty (30) days after such other party has been notified of the breach; b) such other party materially breaches any provision of this Agreement and the breach is not capable of being cured; or c) such other party (i) becomes insolvent, (ii) files for bankruptcy, (iii) enters into liquidation, (iv) becomes subject to an administration order or a receiver is appointed over all or any of its assets, or (v) takes or undergoes any similar action as a result of a debt. In addition, the Client may terminate this Agreement, in full or in part, by giving written notice as of the date specified in such notice, if the Supplier: a) is in breach of the Warranty Claims for an ongoing period of three (3) months or more; b) is subject to a change of control (i.e., an acquisition by an entity, other than an entity that is an affiliate of Supplier as of the Effective Date, whereby such entity would obtain, directly or indirectly, more than seventy-five percent (75%) of all voting interest in the Supplier or otherwise the power to cause the direction of management of Supplier in whole or in part); or c) is subject to a segregation of assets leading to a separation of any of its existing business units, unless such separation would have no material adverse effect on the performance of this Agreement. Termination of this Agreement shall not release either party from any liability or claim, which at the date of termination has already accrued to the respective other party, provided that the Client shall only be responsible for payments due to Supplier with respect to the period ending on the date of termination. Any provisions of this Agreement that can reasonably be interpreted as being intended to survive the termination of this Agreement (including intellectual properties, confidentiality and data protection) will survive the termination of this Agreement. 14. References If after completion both parties deem the implementation of the Software Service successful with regards to the scope defined in Schedule 3 – Software Service specification, the Client may agree, at its own discretion, to provide a reference statement and to grant Supplier the rights to reference the Client on the Supplier’s website and in marketing materials. 15. General Provisions Each party shall bear its own costs and expenses connected with the preparation, execution and consummation of this Agreement (including the costs of its legal and other advisors). Any amendment of or supplement to this Agreement must be in writing to be valid. Written form in the meaning of this Section requires a formal document containing the respective amendment or supplement with a statement that the respective document is intended to amend or supplement this Agreement and which document is duly signed by authorized representatives of the parties. Each party shall perform its obligations in compliance with all relevant legislation, executive orders, regulations, codes, permits, certificates, approvals and regulatory requirements, each as applicable to it and as amended from time to time. Additional purchases of a Licensed Software Service shall generally be completed by way of Orders issued by the Client on the basis of offers submitted by Supplier. Orders shall only be placed in writing or electronically. All notices to be given or other communications to be made pursuant to this Agreement shall be valid only if made in writing (including encrypted mail or facsimile transmission) to the other party at the following addresses: a) if to the Client, to the addressee: [Client representative name], [Client Company Name], [Address] [Phone] [Email] b) if to Supplier, to the addressee: Hanns-Bertin Aderhold, Cobrainer GmbH Munich Office, Lothstrasse 5, 80335 München Phone: +49 176 831 244 37, Email: hanns@cobrainer.com or to such other person or address as either party shall specify by notice in writing to the other party in accordance with this section. This Agreement shall not be construed as creating any joint venture, partnership, agency or fiduciary relationship among the parties, and neither party shall have the power to bind or obligate the other. The Client and Supplier will each be responsible for the direction, supervision and compensation of its own personnel. Invalid Provisions; If a provision of this Agreement should be or become invalid or not contain a necessary regulation the validity of the other provisions of this Agreement shall not be affected thereby. The invalid provision shall be replaced and the gap be filled by a legally valid arrangement which corresponds as closely as possible to the intentions of the parties or what would have been the intention of the parties according to the aims of this Agreement if they had recognized the gap. This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject-matter hereof. Neither party’s general terms and conditions shall apply, irrespective of whether stated in any document sent to the other party, such as an Order, unless expressly approved and countersigned by authorized representatives of the parties. No party may assign this Agreement or any portion hereof, by operation of law or otherwise, without obtaining the prior written consent of the other parties. This Agreement shall be governed by and construed in accordance with the substantive laws (Sachrecht) of the Federal Republic of Germany. Exclusive venue for any judicial proceeding brought against any of the parties to this Agreement or any dispute arising out of this Agreement is the District Court (Landgericht) of Munich. Prior to initiating any proceedings, the parties must have complied with the Dispute Resolution Procedure. Signatories Cobrainer GmbH Represented by Hanns-Bertin Aderhold, Managing Partner To accept this Agreement: Client Represented by Name, Position   Schedule 1 – Definitions and Construction Definitions In this Agreement, unless the context requires otherwise, terms with initial capital letter(s) shall have the following meaning: “Agreement” is defined in the preface. “Business Day” shall mean a day on which banks are open in Munich, Germany for the conduct of regular banking business. “Client Data” shall mean all data and information (i) submitted to Supplier by or on behalf of the Client, (ii) produced by the Client when Using the Licensed Software Service to process Client’s input data, or (iii) utilizing Confidential Information of the Client. “Confidential Information” is defined in section Confidentiality. “Dispute Report”, “Dispute Resolution Procedure”, “Dispute” is defined in section “Governance”. “Documentation” shall mean any and all printed or electronic manuals, documentation, and other supporting materials relating to the Licensed Software Service. The Documentation shall be in English, unless otherwise agreed between the parties. “Effective Date” shall mean the date, when this agreement is signed by the last party to sign it. “Identity Provider”, “IDP” means the system entity setup within the Clients System that creates, maintains, and manages user identity information, authentication information, in certain cases authorization information, and which provides authentication services for users of the Cobrainer Talent Software Service. “Intellectual Property” shall mean any patents, utility models, designs, trademarks, copyrights (each of the foregoing, to the extent applicable, registered, applied for or unregistered), inventions whether or not patentable, database rights, know-how and all rights having equivalent or similar effect in any jurisdiction. “License Fee” is defined in section ”Fees and Payment”. “License Arbitrator” is defined in section “Grant of Rights” “Licensed Software Service”, “Cobrainer Talent Software Service”, “Cobrainer Talent Software Service”, “Software Service” means the Supplier’s software, which will be made accessible to and usable by the and which is described in Schedule 3 – Software Service specification (on request) and includes any Revisions, Documentation, binary code, and proprietary Cobrainer GmbH data that is not processed from Client’s Data Sources. “Order” shall mean any purchase order or similar document or agreement concerning the purchase of Licensed Software Service. “Professional Services Agreement” means the Supplier’s integration services specified in the corresponding Professional Services Agreement, defined in the preamble. “Relationship Manager” is defined in Schedule 6 “Contact Specification” (on request). “Requirements” Means the functional requirements specified in Schedule 3 – Software Service specification (on request). “Schedule” shall mean a schedule or annex to this Agreement. “Supplier” is defined in the preamble. “Taxes” shall mean all applicable taxes in accordance with the applicable law, especially subject to Section 3 (1) of the German Fiscal Code (Abgabenordnung). “Third Party Claim” means any claim of a third party in which the third party alleges that performing an obligation, or enjoying the benefit of such performance, under this Agreement, e.g., the Licensed Software, infringes its Intellectual Property or other rights. “Use” means to access, execute, or use the Licensed Software Service by any means specified in section “Grant of Rights”. “User” means a technical entity representing an individual with an employment or business relationship (i.e. an employee, a freelancer, a consultant etc.) towards the Client that has signed up as an authenticated user, using IDP credentials, to the Cobrainer Talent Software Service. “VAT” shall mean value added tax according to federal German value added tax (Umsatzsteuer nach Umsatzsteuergesetz). “Warranty Period” is defined in section “Warranty Claims”. Construction In this Agreement references: a) to any statute, enactment, order, statutory provision of statutory instrument or other similar instrument include a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under it or them all as from time to time amended, consolidated or re-enacted; b) to “include” or “includes” or “including” or “in particular” or “e.g.” shall mean “without limitation”; c) to persons shall include natural persons (natürliche Personen) and legal persons (juristische Personen) and shall include the permitted transferees and assigns of such persons; d) to the holder of any office or position of responsibility include references to such person as is from time to time appointed to exercise the functions of the holder; and e) to any service or other matter or item as described, listed or specified in this Agreement shall include references to such service or other matter or item as removed, replaced, amended or edited from time to time under the terms of this Agreement. A reference to this Agreement shall include the Schedules. A reference in a Schedule to a Section of this Agreement is a reference to such Section contained in the main body of this Agreement. The Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the main body of this Agreement. In the event of a conflict between the terms in the main body of this Agreement and those contained in a Schedule the terms set out in the Schedule shall prevail. Any reference to a Schedule contained in this Agreement shall be deemed a reference to that Schedule as amended from time to time. Where this Agreement contains a German term as a translation for an English term, the German term shall be binding for the interpretation of this Agreement. Schedule 2 – Licensed Software Service Licensed Software Service This Section sets forth the Licensed Software Service granted to the Client and the License Fees to be paid by the Client in accordance with the Agreement: The Software Service shall commence upon the Effective Date. Software Service Milestones a) Software Service Agreement milestone 1; The Effective Date; The date of the last party to sign this Agreement, the commencement date of the Software Service, and the commencement of the Implementation Term. b) Software Service Agreement milestone 2; The date four (4) months from the Effective Date, the completion the Implementation Term, and the commencement date of the initial twelve (12) month Production Term of the Software Service.