i-doit License and User Agreement (Subscription version)

§ 1 Definitions

“Software”: the (i) software files of the i-doit product programme, (ii) the relevant documentation and (iii) all updates, upgrades and add-ons.

“Software Core”: all files stored by the software’s installation routine in the programme directory “i-doit” (or in the root directory defined by the user during installation) and its sub-directories.

“Client”: an organisational unit within the system that is completed from the point of view of data technology and that has separate master records and an independent batch of Tables/Views, which is monitored and controlled through parameters.

“Instance”: One instance corresponds to operation of the i-doit software on one single, suitable computer system. It is irrelevant here whether the software is used on a virtual or physical system. Use on an integrated network (Cluster) is also admissible in the sense of one instance, provided this network functions externally as a singular system.

“Affiliated companies”: These are affiliated companies according to sections 15 ff. AktG (German stock Company Act).

“Subscription”: The annual fee for the right of use, calculated according to number of objects.

“synetics”: synetics Gesellschaft für Systemintegration mbH, Humboldtstrasse 101, 40237 Düsseldorf, Federal Republic of Germany; contract partner and author.

“User”: User of the i-doit subscription according to the order form.

“Order form”: Basis for concluding this use and license agreement. Contains information on the purchaser, quantity and the term of the subscription.

§ 2 Copyright

The software is protected by copyright. synetics reserves all rights, unless you are expressly granted certain rights to the software in this agreement.

§ 3 License

With regular payment of the subscription fee, synetics grants you the non-exclusive right to use the software for your commercial purposes and those of your affiliates with no time limitation. You are also entitled to create a suitable number of backup copies of the software, provided these copies are not installed on systems.

§ 4 Restrictions

(1)Use of the i-doit software is restricted to one (1) instance.

(2)A current subscription agreement is required for using the i-doit software subject to the terms of the subscription.

(3)The software contains software products from third-party manufacturers. These third-party products are subject to additional license terms, for further details see
http://www.i-doit.com/license/other

(4)You are not entitled to modify, adapt or translate the software core, nor extract or use parts thereof for any other purposes.

(5)Every copy of the software admissible pursuant to this license must show the synetics copyright and patent markings that are on the licensed software.

(6)You are not entitled to rent out, lend, sub-license or transfer the software to any third party. You are, however, entitled to transfer this license and/or and sub-license the software to affiliated companies. In the event of any such sub-licensing, the permitted overall number of instances must also not be exceeded.

(7)Software made available for testing and demonstration purposes (“test software”) may not be used in productive systems.

(8)You may use the software only in conformity with applicable statutory regulations, and specifically collect, use or process personal data only in line with the applicable laws on data protection.

§ 5 Cancellation

(1)synetics is entitled to cancel this license agreement if you completely fail to fulfil the provisions under article 4, and when this breach of contract has not been remedied within ten (10) days of receipt of notification from synetics indicating the infringement.

(2)The above does not prejudice synetics’ right to claim for damages.

§ 6 ights in the case of faults

(1)synetics provides the user with the software free of material defects and defects in title. This, however, does not include faults that lead to only insignificant reductions in potential use of the software. Function impairments resulting from the hardware and software environment provided by the customer or from incorrect operation, external and damaging data, faults in computer networks or other reasons relating to the area of risk of the customer, shall not be considered defects in the sense of the first sentence.

(2)synetics does not provide warranty on any software that has been changed by the user, unless the user can prove that the change is not related to the fault being reported.

(3)synetics provides warranty for defects in the form of subsequent performance, namely by removal of the fault or new delivery at synetics’ own discretion. The subsequent performance can be provided specifically in the form of a new program release level or by synetics describing ways of avoiding the effects of the fault. A new program release level will have to be accepted by the user even if this necessitates reasonable additional adjustment effort for him.

(4)The characteristics of the software pursuant to the agreement will be determined exclusively according to the specifications of the documentation in the version valid at the time this license agreement is concluded.

(5)The period of limitations for claims is 12 months of delivery of the software (readiness for download).

(6)Test software is supplied with all rights in the event of faults being excluded.

§7 Examination and information

(1)The Software contains an object counter. The user undertakes as part of his subscription to forward these data (manually) to synetics once every six months.

(2)synetics reserves the right to carry out audits at the premises of the user to verify whether a subscription with sufficient scope has been taken out.

§ 8 Liability

(1)synetics and the holder of rights are liable, independent of the legal ground, for damage arising due to some culpable violation of some significant contractual obligation for which they are responsible such that achievement of the purpose of the agreement is jeopardised. Liability is restricted to typical damage from such agreements that the user should have taken into account when signing the agreement due to the circumstances known to him at that point in time. Liability shall, however, in no case exceed the amount of the subscription price. There shall be no liability for loss of profit or missed savings, indirect damage and consequential damage.

(2)The limitations on liability mentioned in paragraph (1) do not apply to damage due to malice aforethought, gross negligence or the absence of promised characteristics or for any claims based on product liability law (Produkthaftungsgesetz).

§ 9 Place of performance and legal venue

(1)Place of performance for the Vendor is Düsseldorf.

(2)Legal venue for all disputes arising from or in connection with this agreement is Düsseldorf.

§ 10 Applicable law

All claims arising from this agreement or in connection with its execution are subject to the law of the Federal Republic of Germany.

§ 11 Concluding provisions

(1)Any amendments, supplements and ancillary agreements must be in writing.

(2)The effectiveness of the entire agreement shall not be prejudiced by any ineffectiveness of certain individual provisions. To replace any void or ineffective provision the parties shall agree on a new regulation that comes as close as possible to the purpose of the void or ineffective provision.

(3)The German language version is authoritative for interpretation of this license agreement.

Version 1.20, March 2010