Subject of the Agreement Neural Technologies provides standard software for the processing of usage data and transactions that for example originate in the field of telecommunication, utility, media and entertainment. If separately agreed upon, the software shall be augmented with new functions. Furthermore, Neural Technologies supplies maintenance and servicing for the provided programs. This part of the terms and conditions of business regulates the general terms so as to avoid repetition thereof. The general terms encompass regulations that are regularly applicable in Neural Technologies’ other standardized agreements as well as the license agreement, namely regulations regarding the granting of rights of use to the software. Terms & Conditions Subject of the License Agreement The software specified in the respective offer is the version current upon conclusion of the agreement and subject of this license agreement. This license agreement shall apply to all versions of the software product, including full versions, upgrades and updates. The Client does not have the right to alter, remove or circumvent any property rights references, including copyright notices, marks, serial numbers, license codes or security mechanisms attached to the software products, including the documentation. Limitation of the Rights of Use License Subject to your compliance with these Terms, Neural Technologies grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license. Any rights not expressly granted herein are reserved by Neural Technology and its licensors. License Grant for Documentation: The documentation that accompanies the Software is licensed for internal, non-commercial reference purposes only. License Grant for Rating and Charging. You may use the Product to process data which is yours and which is directly linked to your business in one market (usually one country). This, for example implies, that you may not use this license to process data from your subsidiaries in other markets which are not directly required for your business in your market. You may not rent, lease, assign or otherwise transfer the Product or any copy of it, or use or make available the Product in or as a time-sharing, outsourcing, service bureau, hosting, application service provider or managed service provider environment. You may not use or make available the Product pursuant to a public or open source license. There may be other grants or restrictions, which may be covered by an agreement, which supersedes this license agreement License Grant for patches, pre-release (beta), tryout, starter, evaluation, product-sampler, templates, or not-for-resale (NFR) copies of the Software: This Software may not be used in a productive environment or to contribute to any intended profit generating activity without Neural Technologies’ explicit prior written consent. Excepting that not otherwise stipulated in this license agreement, the Client does not have the right to alter, process, translate, port, reverse develop, disassemble, decompile or otherwise interfere with the software product for the purpose of ascertaining the source code, unless these actions are not expressly permitted by mandatory statutory law. If the Client requires additional information to the specifications provided in the documentation to enable the interoperability of the software products with independently developed other computer programs, the Client shall initially request such information from Neural Technologies. Neural Technologies reserves the right to make this information available to the Client. The rights of use to the program versions that are technically replaced by updates or upgrades within the scope of a maintenance agreement shall expire within two weeks upon productive use of the provided program by the Client. Restrictions - You may not distribute the product or its features or templates which you had to purchase from Neural Technologies. - You may not distribute the product or its features or templates along with your modifications for use other licensees of the Software. - You may not sell, resell, license, rent, lease, lend, or otherwise transfer the product or its features or templates. - You may not copy or post the product or its features or templates available through Internet-based services on any network computer or broadcast it in any media. - You may not distribute the product or its features or templates available via Internet-based services as part of any product or service. Ownership The Services and all rights therein are and shall remain Neural Technologies’ property or the property of Neural Technologies’ licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Neural Technologies’ company names, logos, product and service names, trademarks or services marks or those of Neural Technologies’ licensors. CUSTOMIZATION The goal of this Section is the customization of the standard software requested by the Client. Generally, the customization is provided by simply making use of the customizations alternatives of the software, however, subject to the order it may also require the programming of new functions (Customizing) or the development of software, such as interfaces or reports. The customization process consists of three phases. In the first phase, the final version of the requirement specification drawn up. Requirement Specification The requirement specification serves as the basis for the development of an offer and roughly comprehends the business goals of the Client and the methods for the technical achievement thereof. Functional Specification A functional specification (which may also be designated as “Detailed Specification”) shall be drawn up if so agreed upon, which shall stipulate the planning process for the development phase as well as describe the functional requirements in more detail. Customization The software shall be customized in accordance with the functional specification. Upon completion thereof the acceptance shall take place and upon acceptance the elements of the software customized for the Client shall be put into operation. Change Management The Client has right to request an alteration of the requirement specification after it has been accepted with a reasonable change implementation effort to be paid to Neural Technologies. The change is to be documented in writing in respect to the requirements and the scope of the change. Neural Technologies shall make the Client an offer and thereby state the time period for the execution, the planned dates and the effects on the whole project. The project team shall document the Client’s decision. Agreed upon changes to the functional requirement shall be recording in writing or in text form. The Client only has the one-time right to request that the services for the completion of the software are interrupted until the necessary decision on the adjustment of the functional requirement has been reached. Should the Parties discover that the functional specification is deficient after the functional specification has been accepted, however, it not be evident, which Party is responsible for this deficiency, then the punctual completion of the software shall have priority over other interests of the Parties. It is recommended that the Parties agree on a modus operandi whereby the Client shall without prejudice pay Neural Technologies 50 % of the possible additional fees that Neural Technologies could invoice in addition to the other agreed upon fees, and Neural Technologies shall without prejudice be obligated to provide the additional services regardless of Neural Technologies’ possible entitlement to additional fees and shall therefore waive the assertion of any rights of retention. Notwithstanding such an agreement, both Parties shall have the right to assert further claims against the other Party upon the complete acceptance of the system Anyway costs: If the functional specification is deficient, then the Client is responsible for such costs that would have been incurred even if an altered functional description had been initially agreed upon in the functional specification. In such an event Neural Technologies shall only carry the costs incurred by the alteration of the functional specification itself. All changes to the project consequential to the request of the Client to alter or extend the initially agreed upon scope of the services shall be ordered and remunerated separately. Changes in the System Environment during Execution Neural Technologies shall develop the functional specification for one specific system environment, that shall be agreed upon with the Client. The necessary system requirements shall be specified in the Annex “System Requirements”. Alterations to the system requirements can seriously impair the functionality of the software. Neural Technologies therefore expressly declares that an impairment of the functionality that is determined in a system environment that has been altered by the Client after the requirements specification or detailed specification as applicable has been accepted can only be asserted as a warranty or liability claim. The Client must prove that the interference with the functionality was not caused by the change to the system environment. Changes to the system environment during the execution of the project, which the Client believes to be essential, must be coordinated with Neural Technologies without fail. Under certain conditions they will prompt a change request with costs. Disclaimers; Limitation of Liability; Indemnity. DISCLAIMER Reservations The rights of use to the delivered software are not granted to the Client until complete payment of all outstanding debt accrued upon delivery of the goods within the scope of this contractual relationship. If the Client pays with a check or a bill of exchanges, this reservation of rights shall be retained until redemption thereof. The rights of use shall only be granted upon complete payment by the Client. Should Neural Technologies assert its reserved rights, the Client’s rights to continue to use the software shall expire unless Neural Technologies notifies the Client otherwise. In this event, the Client must delete all copies of the program. Neural Technologies disclaims all representations and warranties, express, implied or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In addition, Neural Technologies make no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the services or any services or goods requested through the use of the services, or that the services will be uninterrupted or error-free. Neural Technologies do not guarantee the quality, suitability, safety or ability of third-party providers. You agree that the entire risk arising out of your use of the services, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law. The productive use of the system before the system has been accepted is at the Client’s own risk. The Client is obligated to secure data in reasonable intervals. The data must be secured in accordance with the current and established state of technology. Neural Technologies shall not be liable for damages, particularly such as loss of data, defects or damages that are incurred because the Client cannot productively use the software, if the damages are caused through the omission of the Client to secure the software and the data processed therewith in reasonable intervals using the respectively current and established state of technology. Neural Technologies’ liability for the recovery of data and software shall be limited to those costs that would be necessary if the data had been secured in an acceptable manner. Neural Technologies shall principally not be liable for the compatibility of the software to other hardware and software configurations of the Client that are altered by the Client after the order was placed. Likewise, the liability for the interoperability of systems that are put into operation through another supplier within the same time period that Neural Technologies provides the Client with its services shall not be warranted. Deviations are to be agreed upon separately. If the Client changes the system environment without Neural Technologies’ consent after the installation is completed or acceptance declared, the Client shall carry the burden of proof that the damages were not incurred due to this change. Limitation of liability Neural technologies should not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury or property damage related to, in connection with, or otherwise resulting from any use of the services, even if neural technologies has been advised of the possibility of such damages. Neural technologies shall not be liable for any damages, liability or losses arising out of: (i) your use of or reliance on the services or your inability to access or use the services; or (ii) any transaction or relationship between you and any third party provider, even if neural technologies has been advised of the possibility of such damages. Neural technologies shall not be liable for delay or failure in performance resulting from causes beyond neural technologies reasonable control. Neural technologies services may be used by you to request and schedule charging or vendor services with third party providers, but you agree that Neural technologies has no responsibility or liability to you related to any charging or vendor services provided to you by third party providers other than as expressly set forth in these terms. The limitations and disclaimer in this section 2 do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law. Indemnity You agree to indemnify and hold Neural Technologies and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Neural Technologies use of your Neural Technologies Content; or (iv) your violation of the rights of any third party, including Third Party Providers Notice Neural Technologies may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Neural Technologies at info@neuralt.com Contact Us If you have any questions about our Terms and Conditions, do not hesitate to contact us. Definitions “Software”, “Product(s)” or “Program(s)” means (a) all of the information upon which this agreement is concluded, including but not limited to (i) Neural Technologies or third party software files and other computer information; (ii) sample configurations, such as (“Factories”, “Templates” or “BotPacs”); (iii) related explanatory written materials and files (“Documentation”); and (b) any modified versions and copies of, and upgrades, updates and additions to, such information, provided to you by Neural Technologies at any time, to the extent not provided under a separate agreement (collectively, “Updates” and/or “Upgrades”). Customized software / configured software: any type of configuration or customization of software that is provided to the Client within the scope of this contractual relationship. This type of customization is typically achieved by configuration of a “Factory” and therefore includes the Factory configuration but excludes any pre-packaged BotPacs as sold by Neural Technologies and its partners. System environment: The term System Environment denotes the specific hardware and software required to run the Neural Technologies provided software. The requirements listed in the offer, the order confirmation or agreement shall determine the specific system environment. Classification of Defects (Errors): Defects shall be mutually classified by the Parties into the category of an operational impediment, an operational interference, an operational limitation, or other defect. Error class 1: An operational impediment is given if the use of the maintained program is not possible due to malfunctions, incorrect output or incorrect response times. Error class 2: An operational interference is given if the use of the maintained program is severely limited and the malfunctions cannot be circumvented through acceptable procedural measures. Error class 3: An operational limitation is given if the use of the program is limited, but the Client is able to compensate this limitation through his own efforts on short notice, however, the operational use of the program is limited by the existence of the defect to such an extent that it is not reasonable for the Client to tolerate the defect until the next release is delivered. Error class 4: Insignificant other defects are defects that do not have a substantial effect on the use of the software. Such defects shall be eliminated within the scope of the normal development of the software in a next release. „BotPac” describes a standard software module in the respective current version of the BotPac upon conclusion of the respective agreement that the functionally supplements the standard software. “Factory” or “Template” means any type of configuration or modification of the Product which can be achieved by changing parameters or openBSL scripts such as is intended to be modifiable by the End User in regard to the Product’s architecture and design and as described in the Documentation. “Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by Neural Technologies. In the case of Software this means one running instance. Each additional instance running on either the same or a separate Computer must be covered by an additional license. The license may not be made available to other users through application server technology (ASP), for example Citrix®, remote access technology, or other technical possibilities such that this one license can be used by other users. Each additional installation on a separate Computer must be covered by an additional license. In the case of Optimus Platform Interactive this means one installation on one PC for use of one user (one seat license). In the case of Optimus Platform Server this means one installation on one supported operating system platform. Under the license you may not concurrently instantiate and run more than one Factory Controller. Each additional concurrently instantiated Factory Controller must be covered by an additional license. In the case of Optimus File Collector this means one installation of the graphical user interface (GUI) on one PC and one instance of the Collector Server instantiated and running on one supported operating system platform. In the case of Optimus Platform BotPacs, this means one defined BotPac used and instantiated in the context of one Factory on one Optimus Platform Server. You may use the BotPac multiple times within the context of the same Factory. Each additional use of the BotPac within the context of another Factory which is run in parallel to this Factory must be covered by an additional license. In the case of Optimus Web Framework this means one installation on one supported operating system platform. Under the license you may not concurrently instantiate and run more than one web server with Optimus Web Framework. Each additional concurrently instantiated Optimus Web Framework must be covered by an additional license. The number of users concurrently accessing the Optimus Web Framework is not limited by the license. “CPU” means a single central processing unit within a computer. In the case of multi-core CPUs, each core represents a single CPU. “Internal Network” means a private, proprietary network resource accessible only by employees and individual contractors (i.e. temporary employees) of a specific corporation or similar business entity. Internal Network does not include the Internet or any other network community open to the public, including but not limited to membership or subscription driven groups, associations and similar organizations. “Subsidiary”, “affiliated company” or “subcontractor” denotes a legal entity of which within the scope of this Agreement 50% or more of the voting shares are held or – if there are no voting shares – the power of decision is held or controlled directly or indirectly through a different legal or natural person. The documentation consists of the electronic and written user help, specifications and descriptions supplied by Neural Technologies. The software products are delivered in electronic form or on original data carriers. “Update” means bug fixes and perhaps some functional enhancements to the software identified by a change in at least the second, third or fourth digit of the software’s four level version numbering scheme. “Upgrade” means regular new features and/or functional enhancements to the software as are necessary to ensure that the software remains a state-of-the-art, competitive and reliable product conforming to the highest professional standards and up-to-date methods which are applicable in the sector, or new functionalities that are available for the software. Upgrades are identified by a change in at least the first digit of the software’s four level version numbering scheme.