DOCUSNAP365 LICENSE AGREEMENT

Status: April 2024

§1 Subject matter of the contract

1.1 The subject matter of the Agreement is the provision of the software Docusnap365 (hereinafter referred to as “Software”) by Docusnap GmbH, Franz-Larcher-Str. 4, D-83088 Kiefersfelden, (hereinafter referred to as “Licensor”) to the user of the Software (hereinafter referred to as “Licensee”). Docusnap365 is a Software-as-a-Service (SaaS) for the inventory, documentation and analysis of IT infrastructures.

1.2 Docusnap365 consists of a SaaS application at docusnap365.com and the Docusnap Enterprise Gateway (hereinafter: DEG), which is installed by Licensee in its network and exchanges data between Licensee's system and the SaaS application docusnap365.com. The service description and the system requirements can be viewed on the docs365.docusnap.com website.

1.3 The Licensor's offer is aimed exclusively at commercial customers and public corporations. The customer assures that he is not a consumer within the meaning of § 13 BGB.

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§2 Conclusion of contract

2.1. Der Lizenznehmer gibt bei einer Bestellung im Webshop der Lizenzgeberin ein verbindliches Angebot auf Abschluss eines Mietvertrages ab. Der Vertrag kommt zustande durch Annahme des Angebots durch die Lizenzgeberin in Form einer Bestellbestätigung per E-Mail oder durch die Bereitstellung des Zugangs zur Software.

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§3 Vergütung

3.1 The software is billed according to use (pay-per-use).

3.2 The basis for calculating the remuneration is the sum of all objects that are recorded with the software. An object is any element that is inventoried, documented and analyzed with the software. A list of all objects subject to licensing can be viewed at https://www.docusnap.com/en/legal/docusnap365-licensed-objects/.

3.3 Upon conclusion of the contract, the licensee rents the software with a specified maximum number of objects that are available to him for the duration of the contract term. Payment is to be made in advance for the selected billing period. During the billing period, an upgrade to a higher number of objects is possible at any time in the future. The difference up to the end of the current billing period will be invoiced at the time of the upgrade. A downgrade to a lower number of objects will only take effect at the end of the current billing period.

3.4 The licensee can extend the software with add-ons that are available to him for the duration of the contract term. During the billing period, an upgrade to a higher add-on is possible at any time in the future. The difference up to the end of the current billing period will be invoiced at the time of the upgrade. A downgrade to a lower add-on will only take effect at the end of the current billing period.

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§4 Duration of contract

4.1 The rental agreement is concluded for an indefinite period. It can be terminated by either party at any time to the end of the billing period. Notice of termination may also be given in text form (Section 126b BGB, e.g. by e-mail).

4.2 The possibility of extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist if the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination date, taking into account all circumstances of the individual case and weighing the interests of both parties. This is particularly the case if the insolvency administrator refuses to enter into this agreement in the event that insolvency proceedings are opened against the licensee's assets.

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§5 Download and installation of the Docusnap Enterprise Gateway (DEG)

5.1 The Docusnap Enterprise Gateway can be downloaded by Licensee in its docusnap365.com account.

5.2 Unless otherwise agreed, the software shall be installed by the Licensee. The Licensee is advised that the Software will only function properly if the DEG is running on its system; the Licensee must ensure this on its own responsibility.

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§6 Obligations of the licensee

6.1 The Licensee shall protect and store its access data to the Software in accordance with the state of the art against access by third parties.

6.2 The licensee shall ensure that the software is only used to the extent contractually agreed. The Licensor must be notified immediately of any unauthorized access.

6.3 The Licensee undertakes and warrants not to store any data in the Software whose use violates applicable law, official orders, third-party rights or agreements with third parties and in this respect indemnifies the Licensor against all third-party claims.

6.4 The Licensee shall check the data for viruses or other harmful components before storing them in the software and shall use state-of-the-art measures (e.g. virus protection programs) for this purpose.

6.5 When using the API interface, the Licensee must observe the documentation at docs365.docusnap.com.

6.6 The licensee must use the software within the scope of this license agreement and refrain from doing anything that jeopardizes the availability and security of the software; in particular, the licensee may only access the software to the extent that this is necessary to fulfil the purpose of the contract. This also applies in particular to access to the software via the API interface.

6.7 In the event of a breach by the Licensee of the obligations under § 6.2, 6.3, 6.4, 6.5 and 6.6, the Licensor shall be entitled to take appropriate measures to protect the Software, in particular to remove unlawful data and temporarily block access to the Software. The Licensee must be informed immediately.

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§7 Interoperability and impact on systems or networks

7.1 The Software has been developed and tested by the Licensor to the best of its knowledge and belief. Nevertheless, the Licensor cannot simulate all possible system and software environments and test the software for appropriate and permanent compatibility. The licensee must ensure that the software is tested by qualified IT personnel before use, in particular with regard to interoperability with other computer programs and the effects on systems and networks. The Licensor shall not be liable for failures resulting from non-compliance with this obligation. This obligation also applies to updates of the software.

7.2 The Licensee must notify the Licensor immediately if any abnormalities occur in the use of the Software, in particular in the event of incompatibilities and negative effects on systems and networks.

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§8 Rights of use

8.1 The licensee has the non-exclusive, non-transferable right to use the software within the scope of the following terms of use. The above right of use is limited in time to the duration of the contract.

8.2 The software may not be passed on to third parties or decompiled (i.e. translated back into the source code) without the consent of the licensor, unless this is expressly permitted by this license agreement or by law. If reverse engineering, decompilation or disassembly (hereinafter referred to as “decompilation”) is required in order to achieve interoperability with other computer programs, he must contact the licensor before decompiling the software and request that the licensor provide the information required to achieve such interoperability. If the licensor provides this information regarding interoperability without culpable delay, the licensee is not entitled to decompile the software.

8.3 The Licensee is not entitled, either itself or through a third party, to

a. sublicense, sell, rent, lend or lease the Software or any part of the Software;

b. modify the Software in whole or in part or create derivative works based in whole or in part on the Software;

c. to remove or circumvent the existing protection mechanisms of the software against unauthorized use, unless this is necessary to achieve trouble-free use. Copyright notices, serial numbers and other features serving to identify the software may also not be removed or altered. The same applies to the suppression of the screen display of such features.

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§9 Further development of the software and support

9.1 The Software is continuously developed and updated. The Licensor provides updates for the Docusnap Enterprise Gateway, which are installed automatically via the update function. The Licensor may introduce new functions with the further development. The functions available at the time of the conclusion of the contract remain in place. There is no entitlement to customer-specific further development. The functions and the visual appearance of the software may change with further development; the functions in accordance with the service description (§ 1.2) at the time of the conclusion of the contract remain unaffected.

9.2 A service desk shall be available to the Licensee on working days (Monday - Friday with the exception of public holidays at the Licensor's registered office and December 24 and 31) between 8:00 a.m. and 5:00 p.m. CET/CEST (UTC+1/UTC+2). During this time, the Licensor will also answer problem reports and inquiries received from the Licensee by e-mail.

9.3 The Licensee shall describe problems with the application or use of the Software in as much detail as possible, describing the symptoms of the problem and the previous instructions for the Software. The Support and Service Desk shall provide services within the scope of solving individual problems. Support and the service desk do not provide training. The Licensee shall support the Licensor in every respect in the performance of the services under this Agreement and, in particular, shall provide information for problem solving, from which the more detailed circumstances of the occurrence of the problem can be derived. Insofar as the Licensor is obliged to provide services which require access to the Licensee's IT system by means of remote data transmission, the Licensee must enable the corresponding access to the software via the Internet. Access shall be via an encrypted connection.

§10 Availability

10.1 The Licensor guarantees an overall availability of the Software of at least 99% per year. Maintenance times totaling 4 hours per month shall not be taken into account in the overall availability; these shall be announced to the licensee in the customer portal with a notice period of 2 weeks. Periods during which the licensee is responsible for the non-availability of the software are also not taken into account.

10.2 Overall availability is defined as the Licensee's access to the SaaS web portal and the Licensee's ability to use the main functions of the Software.

10.3 Any unavailability must be reported to the Licensor without delay.

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§11 Liability for material and legal defects

11.1 Technical data, specifications and performance data in public statements, in particular in advertising material, are not quality specifications. The functionality of software is based on the service description, which can be viewed on the Licensor's website at docs365.docusnap.com, and the supplementary agreements made in this regard.

11.2 The Licensor warrants the functionality of the Software only within the framework of the applicable system requirements that can be viewed on the docs365.docusnap.com website.

11.3 The Licensor warrants that the contractually agreed quality of the software will be maintained during the term of the contract and that no rights of third parties conflict with the contractual use of the software. The licensor shall remedy any material defects and defects of title in the software within a reasonable period of time.

11.4 The Licensee is obliged to notify the Licensor in writing of any defects in the Software immediately after their discovery. In the case of material defects, this shall be done by describing the time of occurrence of the defects and the more detailed circumstances.

11.5 Strict liability for initial defects pursuant to Section 536a (1) BGB is excluded. The Licensor's liability for fault shall remain unaffected.

11.6 Warranty rights for defects in the demo version are excluded.

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§12 Liability

12.1 The Licensor shall be liable regardless of fault only in the event of intent, gross negligence or negligent breach of material contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely. The Licensor shall be liable without limitation for damages resulting from injury to life, body or health. In the case of the demo version, the Licensor shall only be liable for intent and gross negligence; there shall be no liability for simple negligence.

12.2 In the event of simple negligence, the Licensor's liability shall be limited per claim to the foreseeable damage typical for the contract.

12.3 Liability under the Product Liability Act remains unaffected by the above paragraphs.

12.4 The Licensor owes the care customary in the industry. When determining whether the Licensor is at fault, the Licensee and the Licensor agree that software cannot be created without technical errors.

12.5 The Licensor shall not be liable for the loss of data and/or programs to the extent that the damage is due to the Licensee's failure to perform daily data backups and thereby ensure that lost data can be restored with reasonable effort. The Licensor shall also not be liable if the loss of data is due to incorrect operation of the API interface.

12.6 The above provisions shall also apply in favor of the licensor's vicarious agents.

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§13 Data protection and confidentiality

13.1 The Licensor undertakes to comply with the applicable data protection laws, in particular the General Data Protection Regulation (DSGVO) and the Federal Data Protection Act (BDSG).

13.2 As part of the improvement of the software, telemetry data on the use of the software is processed. The legal basis is the legitimate interest (Art. 6 para. 1 sentence 1 lit. f GDPR). Further information, including on the right to object, can be found in the data protection information at https://www.docusnap.com/en/legal/privacy-policy/.

13.3 Upon request, the Licensor shall offer the Licensee a contract for commissioned processing in accordance with Art. 28 para. 3 DSGVO.

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§14 Amendment of the License Agreement

14.1 The Licensor reserves the right to amend this License Agreement at any time subject to a reasonable notice period of at least six weeks. The announcement shall be made by sending the amended License Agreement to the Licensee in text form, stating the date from which the amendment is to come into force.

14.2 If the Licensee does not object to the amended License Agreement in writing or text form within four weeks of receipt of the announcement, the amended License Agreement shall be deemed accepted.

14.3 In the event of a timely objection by the Licensee in accordance with the above paragraph, both parties shall have the right to terminate the contract at the time at which the amendment to the license agreement comes into force. The Licensor shall refund to the Licensee any rent already paid for the future.

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§15 Final provisions

15.1 Should individual provisions of this contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties hereby agree that the invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any loopholes in the agreement.

15.2 A right of retention can only be asserted on the basis of counterclaims arising from the respective contractual relationship.

15.3 The contracting parties may only offset claims that have been legally established or are undisputed.

15.4 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

15.5 The exclusive place of jurisdiction for all legal disputes arising from or in connection with this contract shall be the competent court for the Licensor's registered office, provided that the Licensee is a merchant, a legal entity under public law or a special fund under public law.