DOCUSNAP LICENSE AND SERVICE AGREEMENT

Status: April 2024

§1 Object of the contract

1.1 The subject matter of the contract is:

a. the provision of the Docusnap software (hereinafter referred to as “Software”) by the company 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”) and

b. in the case of the conclusion of a service agreement within the scope of the purchase option for the software (§ 1.3), the further development of the software and the provision of support services by the licensor to the licensee in accordance with this agreement.

1.2 Docusnap is a computer program for the inventory, documentation and analysis of IT infrastructures.

1.3 The software is provided either on a permanent (purchase option) or temporary (rental option) basis.

1.4 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.

1.5 The exact service description of the software is available at https://www.docusnap.com/buy.

1.6 The demo version of the software allows you to use the software for a limited period of time for the purpose of testing the software.

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§2 License calculation and scope

2.1 The basis for calculating the license is the sum of all network sizes that are recorded with the software. Network size is the sum of all systems (workstations and servers) in a network. This includes Windows (server and desktop operating systems), Linux, Mac OS/X systems, Unix and thin clients. Both virtualized and physical systems are counted. Mobile devices (smartphones, tablets) and SNMP systems such as routers, printers, switches and other active network participants are excluded from the calculation.

2.2 When using the software, the software compares the licensed number of systems with the actual systems to be inventoried. In addition, a comparison is made with the existing active computer accounts in the Active Directory Services (ADS). If the number of systems to be inventoried or the existing computer accounts exceeds the license size, the software will only function to a limited extent.

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§3 Conclusion of contract

3.1 When placing an order in the Licensor's webshop, the Licensee submits a binding offer to conclude a purchase agreement (purchase option) or to conclude a rental agreement (rental option). The contract is concluded upon acceptance of the offer by the licensor in the form of an order confirmation by e-mail. This also applies to the conclusion of the service contract, which must be concluded at the same time as the purchase option.

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§4 Remuneration

4.1 The purchase price or rental fee for the software is calculated on the Licensor's website using a license calculator depending on the sum of all network sizes in accordance with § 2.1 and displayed in the web store during the ordering process.

4.2 The remuneration for the service contract per calendar year is 19% of the net list price of the software plus the applicable statutory VAT. This applies irrespective of whether and how often services are used under this contract. The remuneration shall be paid in advance.

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§5 Contract term for rental option and service contract

5.1 The rental contract and the service contract are each concluded for an unlimited period. The respective contract can be terminated by either party at any time to the end of the billing period in the customer portal. Notice of termination may also be given in text form (Section 126b BGB, e.g. by email).

5.2 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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§6 Docusnap service contract

6.1 The Software can only be purchased under the purchase option in conjunction with a Docusnap service contract of the Licensor. In the case of the rental option, the further development and support of the Software shall be remunerated with the rental fee.

6.2 The Licensor shall provide the following services (Services) under the Service Agreement outside the existing statutory and contractual warranty rights, which shall remain unaffected:a. the further development of the Software (§ 10) and b. the provision of support services and the maintenance of a service desk (§ 11).

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§7 Download und Installation

7.1 The software can be downloaded by the licensee from the licensor's website www.docusnap.com. The Licensee must ensure that it permanently saves the downloaded installation file in a suitable form for any subsequent reinstallation.

7.2 Unless otherwise agreed, the software shall be installed by the licensee.

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§8 Interoperability and impact on systems or networks

8.1 The software and the updates have 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 and the updates are tested by qualified IT personnel before use in productive systems and system environments, in particular with regard to interoperability with other computer programs, the effects on systems and networks. The Licensor shall not be liable for failures resulting from non-compliance with this obligation.

8.2 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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§9 Rights of use

9.1 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 unlimited in time in the case of the purchase option and limited in time to the duration of the rental period in the case of the rental option.

9.2 The licensee can only use the software if he activates the software via the Internet after installation. To do so, the Licensee must enter an activation code, which he will receive from the Licensor by e-mail. If there is no Internet connection, the Licensor also offers the option of offline activation. At the end of the rental period, the software will be deactivated by the licensor.

9.3 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 undue delay, the licensee is not entitled to decompile the software.

9.4 The Licensee is not entitled to sublicense, sell, rent, lend or lease the Software or any part of the Software itself or through a third party; b. to modify the Software in whole or in part or to create derivative works based on the Software in whole or in part; 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 changed. The same applies to the suppression of the screen display of such features.

9.5 The granting of the above rights of use shall be subject to the condition precedent that the purchase price is paid in full or the rent is paid in full. Until this time, the licensor agrees to the use of the software in accordance with the above conditions.

9.6 The above paragraphs apply accordingly to the provision of updates.

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§10 Further development of the software

10.1 The Licensor shall make further developments of the Software available for download free of charge for the duration of an existing service contract or, in the case of the rental option, for the duration of the contract term in the form of updates. The updates improve the software, add functions and adapt it to the state of the art. Software version upgrades (e.g. from Docusnap 12 to Docusnap 13) are also included. The updates are covered by the Docusnap service contract in terms of time if the date of the first possible download of the update is within the contractual term of the Docusnap service contract. There is no entitlement to customer-specific further development.

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§11 Support and service desk

11.1 The Licensor shall advise and support the Licensee in the event of problems with the Software by telephone or other means of remote communication in accordance with the following paragraphs if the Licensee has an existing service contract or the rental option.

11.2 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.

11.3 The Licensee shall describe any problems with the application or use of the Software in as much detail as possible, describing the symptoms of the problem, the conditions of use, previous instructions for the Software, the number of workstations affected, a description of the system and hardware environment, including any third-party software used.

11.4 Any report must be made immediately after discovery of the problem. The obligations to cooperate set out in § 13.11.5 shall apply. The Support and Service Desk shall assist the Licensee in resolving the problems listed in paragraph 3. The Support and Service Desk shall provide services within the scope of solving individual problems. Support and the service desk do not provide training.

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§12 Services not owed

12.1 Unless otherwise agreed in individual cases, the Licensee is not entitled to the following services:

a. The adaptation of the software to stands used by other users or distributed by the licensee.

b. The adaptation of the software to a changed hardware or software environment, including adaptation to changed operating systems.

c. The adaptation of the software to legal or other sovereign requirements.

d. The correction of errors caused by the licensee or third parties, including malfunctions caused by third-party software.

e. The installation of the software supplied under this contract.

f. Instruction and training of software users.

12.2 The list in paragraph 1 is not exhaustive. It cannot be concluded from the lack of mention of services that these services are the subject of the licensor's contractual obligations.

12.3 The Licensor agrees to provide any services that are not owed under this Agreement on the basis of a separate agreement in return for separate remuneration.

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§13 Obligations of the licensee to cooperate

13.1 A prerequisite for the provision of the services under this Agreement is the use of the Software in its current version by the Licensee. In addition, the Licensee must meet the applicable system requirements, which can be viewed on the Licensor's website www.docusnap.com.

13.2 The Licensee shall support the Licensor in every respect in the performance of the services under this Agreement and in particular provide information for troubleshooting (EventLog, DocusnapLog, remote analysis option), from which the more detailed circumstances of the occurrence of the problem can be derived. If the Licensee is obliged to provide services that require access to the Licensee's IT system by means of remote data transmission, the Licensee shall provide access to the Software via the Internet. Access shall be via an encrypted connection.

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§14 Liability for material defects and defects of title

14.1 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, and the supplementary agreements made in this regard.

14.2 The Licensor warrants the functionality of the Software only within the scope of the applicable system requirements, which can be viewed on the website www.docusnap.com.

14.3 Purchase option

a. In the case of the purchase option, claims for defects shall lapse within a period of twelve months from initial activation. This also applies to the provision of updates, beginning with the provision of the update, if a service contract no longer exists at the time of the defect.

b. Subsequent performance shall be effected exclusively by remedying the defect. The defect is usually remedied by providing an update.

c. As long as the Licensee has not yet paid the remuneration due under this Agreement in full and has no legitimate interest in withholding the outstanding remuneration, the Licensor shall be entitled to refuse subsequent performance.

14.4 Rental option

a. 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.

b. 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.

c. Die verschuldensunabhängige Haftung für anfängliche Mängel gemäß § 536a Abs. 1 BGB wird ausgeschlossen. Die Haftung der Lizenzgeberin für Verschulden bleibt unberührt.

14.5 Demo version Warranty rights are excluded for the demo version.

14.6 The Licensee shall support the Licensor in the determination and elimination of defects and, in particular, provide error information (EventLog, DocusnapLog, remote analysis option) from which the more detailed circumstances of the occurrence of the error can be derived.

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§15 Liability

15.1 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 performance 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.

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

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

15.4 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.

15.5 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 carry out daily data backups and thereby ensure that lost data can be restored with reasonable effort.

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

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§16 Data protection

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

16.2 When the software is activated via the Internet, an activation key is transmitted via the Internet and stored. This activation key is used to verify the licensee's rights of use.

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§17 Amendment of the license agreement for the rental option and the service contract

17.1 The Licensor reserves the right to amend this License Agreement for the rental option and the Service Agreement at any time, subject to a reasonable notice period of at least six weeks. The announcement shall be made by sending the amended agreement in text form to the Licensee, stating the date from which the amendment is to take effect.

17.2 If the Licensee does not object to the amended agreement within four weeks of receipt of the notification, at least in text form (Section 126b BGB), the amended agreement shall be deemed accepted.17.3 If the Licensee objects in due time in accordance with the above paragraph, both parties shall have the right to terminate the agreement at the time at which the amendment to the amended agreement comes into force. The Licensor shall reimburse the Licensee for any rent or remuneration already paid for the service agreement in the future.

§18 Final provisions

18.1 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.

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

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

18.4 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.

18.5 The exclusive place of jurisdiction for all legal disputes arising from or in connection with this Agreement shall be the court having subject-matter jurisdiction 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.