GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF THIRD PARTY SOFTWARE Status: November2016 1 I 3 § 1 Scope of validity The provision of third party software (henceforth: Software) by the company b.telligent GmbH & Co. KG, Walter-Gropius-Straße 17, 80807 Munich (“b.telligent”) occurs on the basis of the following General Terms and Conditions for the provision of third party software as well as possible licence conditions or other agreements with the manufacturer of the software. Furthermore, differing or supplementary conditions on the part of the customer have no application, even if they are not expressly contradicted. § 2 Delivery of the software (1) In the absence of any other written agreements, the contents and scope of the deliveries and services owing from b.telligent and the precise designation of the software are detailed in the offer presented by b.telligent. The offer also details whether the software is provided for a temporary or unlimited period of time. (2) The customer acquires any hardware or software which is necessary for the operation of the software at their own costs. b.telligent is only responsible for the installation subsequent to the appropriate agreement and remuneration. (3) Delivery and service dates are non-binding. b.telligent is only in default if the service is due, the customer has issued b.telligent with an appropriate extension period in writing to no avail and b.telligent is responsible for the delay. (4) The start of a delivery period presupposes the timely and proper fulfilment of the obligations of the customer. We reserve the right to object to the non-fulfilment of the contract. (5) In cases of minor negligence, the customer is not permitted to claim damages due to delays in delivery or service. (6) If the customer is in default of acceptance or culpably breaches any of its other duties of cooperation, b.telligent will be entitled to claim compensation for the losses incurred as a result. We reserve the right to further claims. § 3 Prices and payment (1) In the absence of any other written agreements, the remuneration for the provision of the software (purchase price/rental) is detailed in the corresponding offer presented by b.telligent. (2) All prices are exclusive of the otherwise valid rate of value added tax. (3) The payment is to be made by the customer within 14 days following the receipt of the invoice with no discounts. In the case of cashless payment, the date on which the sum is credited to the bank account of b.telligent is authoritative for the timeliness. The customer is responsible for paying any transaction fees. (4) The customer is responsible for paying all duties, fees and taxes which arise from the conclusion of the contract and use of the software at the cost of the customer. (5) In the event of a default in payment, b.telligent is permitted to charge the customer default interest totalling 9 percentage points above the currently applicable base rate of interest per year. Further claims remain unaffected. (6) The customer is only entitled to offsetting and retention rights if its claim is determined to be undisputed or legally valid. § 4 Retention of title with software purchase contracts (1) In the case of the purchasing of software, the software remains owned by b.telligent until the full payment of all receivables, including those due in the future, from the delivery contract. b.telligent is permitted to repossess the software if the customer infringes the contract. (2) Until they have assumed ownership of the software, the customer is obliged to handle it with care. As long as ownership has not transferred, the customer must notify b.telligent immediately in writing if the delivered item has been seized or is subject to other interventions by third parties. If the third party is not in a position to reimburse b.telligent the judicial and extra-judicial costs of a claim, the customer is liable for the loss incurred by b.telligent. (3) The customer is entitled to resell the goods which are subject to retention of title within the normal course of business, unless specified otherwise in the licence conditions or in another agreement with the manufacturer. The receivables of the customer from the resale of the goods which are subject to retention of title are transferred to b.telligent by the customer immediately as per the sum total of the value of the invoice agreed with b.telligent (including value added tax). This act of transfer applies irrespectively of whether the software has been resold before or after processing. The customer remains entitled to collect the receivables after the act of transfer as long as they abide by their payment conditions from earnings received, are not in arrears and, in particular, no application for the initiation of insolvency proceedings has been filed against the customer, or a stoppage of payments has been initiated. § 5 IP rights (1) All patents and rights of ownership, copyright and industrial property rights (“IP rights”) to the software provided and its documentation remain held by b.telligent and their licensing agents. The customer is not permitted to change or to copy the software (apart from the creation of backup copies), to change the software for use on incompatible hardware, to decompile the software, to edit it in any other way or to reveal the source code, unless the software, its updates or new versions are required in order to bring about inter-operability with an independently manufactured computer programme and the customer has requested the manufacturer to provide the information in writing, but the manufacturer has failed to respond to this request. The aforementioned actions are also permitted for the rectification of faults by the customer itself. (2) The software is subject to the appropriate licensing conditions or other contractual conditions of the manufacturer. The customer undertakes to comply with these licensing conditions or other contractual conditions. The customer further undertakes not to infringe any third party industrial property rights, and to install all upgrades and more recent versions of the software and documentation within a period of one year following their publication. (3) b.telligent undertakes to defend the customer against claims due to breaches of IP rights by third parties for which b.telligent is responsible and to absolve the customer in terms of the limits of liability agreed in clause 7. This only applies, however, if the customer (a) informs b.telligent in writing about apparent breaches of IP rights without delay (b) allows b.telligent to take the lead in all negotiations and processes, and provides b.telligent with the appropriate support at the same time (b.telligent will reimburse the customer appropriately for their expenses), and (c) allows b.telligent to modify or replace the software or parts thereof in order to prevent the continued breaching of IP rights, whereby the modification or the replacement may only have a negligible impact on the agreed quality of the software. (4) If a breaching of IP rights in terms of clause 5.3 is asserted or is likely to occur in the opinion of b.telligent, then on the basis of its own decision and at its own cost b.telligent is permitted to either secure the continued right of use for the customer, or to modify or replace the software in order to prevent any resulting breaching of IP rights. (5) The exemption according to clause 5.3 does not apply to claims or proceedings which relate to any of the following situations: (a) the use of the software in connection with or in the context of other equipment, third party software or other third party services which are not provided by b.telligent; (b) any unauthorised change to the software (c) contents, designs or specifications provided by the customer or on its behalf; or (d) any use of the software which infringes the contractual provisions. (6) The customer will exempt b.telligent from all claims, damage and expenses which arise on the grounds of or in the context of one of the factors named in clause 5.5 (a) to (d) and which are attributable toGENERAL TERMS AND CONDITIONS FOR THE PROVISION OF THIRD PARTY SOFTWARE Status: November2016 2 I 3 the customer or the users. Furthermore, following its receipt of written notification from b.telligent, the customer will also refrain from all activities which have led to a claim or proceedings pursuant to clause 5.5. § 6 Warranty (1) The warranty rights of the customer require that the customer complies properly with their obligation to examination and provide notification of defects according to § 377 HGB (German Commercial Code). (2) b.telligent is unable to guarantee that the functions of the software will fulfil the customers’ requirements or that the software products will work in combination, as per the choices made by the customer. Installation and configuration services will only be owed by b.telligent if they are agreed to in writing. (3) Claims for defects do not exist in the following cases: minor deviations from the agreed quality, minor impairments of usability, natural wear and tear, or damage which arises because the customer or third parties change the software or install, maintain, repair or use the software inappropriately, or expose the software to environmental conditions which do not correspond to the manufacturers’ requirements. (4) In the event of a defect, b.telligent will initially determine whether repair or replacement is appropriate. If b.telligent is unable to carry out the repair or replacement, if it is associated with disproportionate costs, or if b.telligent fails to rectify the defect within an appropriate grace period which is specified in writing, the customer is entitled to a payment discount or to withdraw from the contract. (5) Insofar as an alleged defect cannot be classified as a warranty obligation on the part of b.telligent following a corresponding examination, b.telligent may charge the customer for any costs that arise in connection with the verification and elimination of faults at the rates applicable in each case. (6) Warranty claims become time-barred in 12 months subsequent to the transfer of risk. The statutory limitation period applies to claims for damage in cases of intent and gross negligence, as well as to the loss of life, physical injury or damage to health caused by an intentional or negligent breaching of obligations on the part of b.telligent. (7) In the case of the temporary provision of software (software rental), throughout the duration of the provision, b.telligent is obliged to ensure that the software given to the customer is maintained in a contractually appropriate state, i.e. it is maintained in accordance with the documentation which was valid upon the receipt of the individual order. This maintenance obligation does not include adapting the software to changed conditions of use or technical and functional developments such as changes to the IT environment, and in particular, changes to the hardware or to the operating system, adaptations to the functional scope of competitor products, or providing compatibility with new data formats. (8) The customer must inform b.telligent of any defects to the software without delay. The extraordinary termination of the contract due to failure to grant use (§ 543 para. 2 no. 1 of the German Civil Code [BGB]) is excluded insofar as the attempt to remedy a defect is not seen to have failed in terms of § 6 (4). (9) The liability without fault of b.telligent for defects which already exist upon conclusion of the contract is excluded. § 7 Duration of software rental contracts (1) The duration of the rental of software is agreed in the offer. In the event of the lack of such an agreement, the duration is based on either the licence conditions or other agreements with the manufacturer. (2) Following the end of the contract, the customer is obliged to return or destroy both the data carriers it has received from b.telligent and any backup copies it has created, to uninstall the software, and to delete any visible remnants of the software from its systems. If requested by b.telligent, the customer is also obliged to confirm that it has carried out the above duties in writing. § 8 Liability (1) b.telligent is liable for intent, gross negligence and the assumption of a guarantee of condition and durability as well as the fraudulent nondisclosure of a defect according to the legal conditions. (2) In cases of ordinary negligence, b.telligent is only liable without limitation for the loss of life, physical injury or damage to health. In all other cases, b.telligent is only liable in cases of ordinary negligence for the breach of a cardinal obligation and for foreseeable damage typically occurring under this type of contract. A cardinal obligation is to be understood to be a key contractual obligation, the fulfilment of which enables the proper completion of the contract, and the observance of which the customer ordinarily expects. (3) If no liability of b.telligent for damage due to negligence can be found according to the above clauses 8.1 to 8.2, b.telligent will not be liable for any such damage. (4) b.telligent cannot be held liable for the loss of data and/or programs if damage should arise because the customer has neglected to carry out data backups - unless, according to this agreement, the backups were the responsibility of b.telligent - and to therefore ensure that any data which is lost can be recovered at reasonable cost. (5) The liability according to the provisions of the German Product Liability law remains unaffected. (6) The limitation of liability set out above applies to the manufacturer of the software and to the possible sales partners of b.telligent accordingly. § 9 Customer obligations (1) The customer is not permitted to use the software either directly or indirectly for purposes which are unlawful or prohibited according to any applicable law, to this contract, or to the contract agreed between the customer and the manufacturer. (2) The customer is not permitted to use the software for purposes in which the failure or malfunctioning of the software could lead to the death or serious injury of a person or to damage to either property or the environment. The customer is not permitted to use, or to allow any other person to use, the software in connection with the transportation of people by air or by other methods of transport, with nuclear or chemical plants, or with medical equipment used for life-preserving purposes. (3) The customer will take appropriate security precautions surrounding the access to and use of the software. § 10 Export and import (1) The software is intended for use in, and is to remain in, the country of delivery agreed with the customer. If the customer intends to export contractual products, it is obliged to comply with the American (USA), European and national export regulations. (2) Every delivery of the software to third parties by the customer, whether with or without the knowledge of b.telligent, must also include the provision of the export licensing conditions. The customer will be fully liable should they fail to comply with the relevant conditions. § 11 Final conditions (1) Verbal side agreements are invalid. Side agreements, changes and supplementations to this contract require the written form. The same applies to the rescinding of the written form. (2) If any individual provisions of this contract are or should become wholly or partially unworkable, this will not affect the effectiveness of the remaining provisions. The ineffective provision will be replaced by a new provision which corresponds to the economic purpose of the ineffective condition as far as possible. The same applies to any contractual omissions. (3) The laws of the Federal Republic of Germany apply, under exclusion of the UN Convention on the International Sale of Movable Goods (CISG).GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF THIRD PARTY SOFTWARE Status: November2016 3 I 3 (4) The place of fulfilment and the exclusive legal venue for any legal disputes which may arise from or in the context of this contract is the location of the registered office of b.telligent.