General Terms and Conditions of Business for Software Products and IT Services

Riege Software International [USA] Corp.

I. General Provisions for all Products and Services

The following General Terms and Conditions ("GTC") apply to any and all software products and IT services provided to the customer by Riege Software International [USA] Corp. ("RIEGE").

1. Scope of Application

1.1 The GTC applies to the initial contracts, products and services provided to customer by RIEGE and shall apply to all future contracts, products and services provided to customer, even if RIEGE does not send the customer another copy of the text of the GTC with a future quote or order confirmation.

1.2 RIEGE provides products and services on the basis of the relevant quote.

2. Conclusion and Subject Matter of the Contract

2.1 Quotes issued by RIEGE are non-binding. An order placed by the customer in reference to a quote only constitutes an offer to enter into a contract which the customer must uphold for 2 weeks from the receipt of the customer's order by RIEGE. A contract is not formed until RIEGE accepts the customer's contract offer by issuing a written order confirmation or by providing, or beginning to provide, the requested product or service.

2.2 Only an authorized representative of RIEGE is empowered to act upon behalf of and/or contractually obligate RIEGE in any way. No power of agency is granted on the basis of apparent authority or agency by estoppel.

3. Cooperation Policies, Deadlines

3.1 RIEGE may require the cooperation of its customers in order to perform its contractual obligations. The customer is therefore obligated to reasonably support RIEGE as needed wherever the customer has the means do to so, even if this has not been specifically stipulated.

3.2 The customer will immediately provide RIEGE with any and all information and documentation that RIEGE may require in order to provide the product or service, including, without limitation, information on devices, data, programs and program components that are intended to interoperate with RIEGE software. The customer must provide RIEGE with necessary information on the intended use of the software, its procedural and business goals and priorities, and any other requirements in its domain.

3.3 In particular, the customer will create all necessary conditions within its operating environment free of charge so RIEGE is able to execute the order properly. In particular, the customer will

a) provide adequate workrooms, including all necessary work equipment, for RIEGE employees;

b) supply – on time, free of charge and in the stipulated condition – any infrastructure, hardware and/or software that it is required to supply in order for RIEGE to provide products or services. The customer warrants and represents that it is authorized to supply the items in correspondence with the purpose of each order;

c) supply RIEGE free of charge with all the fully operational equipment that it reasonably requires to provide products or services, such as power supplies, telecommunication links and data transmission lines (e.g. remote access for rendering performance);

d) name a person whom RIEGE employees can contact during stipulated working hours and authorize the contact person to make any declarations that serve as interim decisions needed for the continued fulfilment of the order; and

e) give RIEGE employees access to the information they need to perform their work within a reasonable period at all times, and furnish them with any and all required documentation in a timely fashion.

3.4 If the products and services provided by RIEGE consist of supplying and/or installing software, the customer will

a) provide RIEGE with unobstructed access to the data processing unit on which the licensed software will be used as soon as RIEGE begins work;

b) provide adequate computing time (including operating), test data and data acquisition capacity in a timely fashion;

c) test the software for operability immediately upon receipt and notify RIEGE of any defects immediately;

d) take suitable measures if the software does not operate as contracted, including, without limitation, workarounds, data backups, ongoing output monitoring and, in case of faults, by providing a detailed description of the fault pattern. It must be possible to reconstruct data from machine-readable data material with a reasonable amount of effort.

3.5 The customer will pay for any expenditure that is incurred because RIEGE is required to redo work or because work is delayed as a result of incorrect, retroactively corrected or incomplete information provided by the customer.

3.6 Performance deadlines or periods not explicitly stipulated as binding are always understood to be non-binding.

4. Changes in Products and Services, Enhancements (Change Requests)

4.1 If work is done on implementation concepts and software, the customer may request changes or enhancements to the subject matter in writing ("change request") until the time of delivery. RIEGE will assess the feasibility of the change request if it can reasonably be expected to perform the change with its current operational resources. Any stipulated completion period for customization and development work will initially be extended by the time required for the assessment. Where possible, RIEGE will state, from its point of view, how the change request will affect the project subject matter, how they may affect the deadlines and how much time RIEGE will require in order to submit a detailed quote, including costs and deadlines, to perform the change request.

4.2 If RIEGE submits such a quote within a reasonable period, the customer is free to decide whether to accept the quote. The customer must notify RIEGE of its decision in writing within ten calendar days of receiving the quote from RIEGE. The quote will be deemed to be declined if the customer fails to provide an answer within this period.

4.3 If announced in RIEGE's response to the change request, RIEGE may charge a fee for assessing the change request and preparing the necessary documentation. This fee will generally be based on the time required unless otherwise stipulated by the parties. The fee will be calculated on the basis of RIEGE's then-valid price list.

5. Software Licenses

5.1 Upon full payment of the stipulated remuneration, RIEGE will grant the customer a non-exclusive, perpetual license to use the subject software for the customer's own purposes by loading, partially loading, displaying, running, transferring or storing the software at its company. The license is only granted for the data processing unit(s), designated users, number of users, and number of copies specified in the quote. The customer may create and store a backup or archival copy of the software within the scope of the intended use of the software.

5.2 The customer may interface the licensed software with other computer programs. The software may only be decompiled into other code forms within the limits set out by law. Decompilation may only be delegated to third parties if RIEGE is unwilling to ensure the requested interoperability for a reasonable remuneration after the expiration of a reasonable consideration period.

5.3 Identifiers, brands, trademark symbols or other proprietary marks on data storage media and user documentation supplied by RIEGE may not be removed and must be applied unchanged to any copies of machine-readable data storage media created by the customer.

5.4 The customer may permanently transfer the software license granted hereunder, including the user documentation, to a third party provided that it relinquishes its own license and the third party agrees in writing to assume the customer's obligations under this contract, including, without limitation, with respect to the license. The customer must notify RIEGE of the transfer and name the third party immediately. In case of a transfer, the customer must deliver any and all software copies, including any existing backup or archival copies, to the third party or destroy any copies not delivered to the third party. The customer's license to the software expires at the time of the transfer.

5.5 In all other regards, the customer has no right of duplication or distribution, no right of transfer or sublicensing to third parties, and no right of editing and modification including the use, duplication or distribution of the edited or modified items.

5.6 If the customer orders products and services that require open source software, the customer will obtain the open source software and required licenses in its own name and on its own account and provide them to RIEGE.

5.7 The above stipulations in this section 5 apply analogously to all enhancements (upgrades, releases, new versions, etc.) that RIEGE may develop for the customer under the contract (including, without limitation, software maintenance contracts).

6. Remuneration, Terms of Payment

6.1 The customer must pay the stipulated remuneration. If no remuneration has been set for a product or service provided by RIEGE, the remuneration will be determined by RIEGE's prices, daily rates and/or hourly rates set out in the general price list or the latest update as of the effective contract date. Unless otherwise stipulated, the remuneration is charged ex works from RIEGE's principal place of business.

6.2 The remuneration is quoted without any value-added tax which may be required by law or any country-specific duties and levies which may be required for deliveries abroad. Travel expenses are charged in addition to the stipulated remuneration. Travel time is deemed to be working time.

6.3 If the stipulated remuneration is based on actual work performed, the customer must make installment payments if requested to do so by RIEGE. In these cases and in the case of a final invoice against which instalment payments are credited, the remuneration must be paid immediately without discount upon invoicing unless the contracting parties have stipulated payment on certain dates.

6.4 All amounts owed to RIEGE become due immediately if the customer fails to comply with payment periods and deadlines without cause or if the customer's financial circumstances worsen considerably.

6.5 If a payment made by the customer fails to cover all the amounts that it owes to RIEGE, the payment will be applied first to pending liabilities which have not been adjudged to be legally enforceable and last to liabilities adjudged to be legally enforceable; in each of these cases, the payment will be applied in chronological order, starting with older liabilities and moving toward more recent ones.

6.6 The customer may only set off remuneration amounts against claims that are undisputed or upheld by final and absolute judgment. The customer may only exercise a right of retention in cases where such claims are undisputed or upheld by final and absolute judgment.

7. Third-Party Claims

If one party supplies the other party with infrastructure, hardware and/or software (including customer-supplied items) and third parties take action against the supplied party for property right infringement as a result, the supplying party will indemnify the supplied party from any justified third-party claims at its own expense. The supplied party must reasonably support the supplying party and furnish any and all information required and requested to defend against the claim. The supplied party may only make an acknowledgement or settle with the third party if the supplying party gives its consent.

8. Warranty

8.1 Customer claims for defective goods will only be accepted if the customer has properly complied with its duties to examine the goods and immediately provide written notice of any defect. If the customer fails to provide proper and timely notice of defects, the customer can no longer claim defects based on circumstances that it should have reported to RIEGE unless RIEGE acted with an intent to deceive.

8.2 The limitation period for claims for defects expires one year after delivery (for standard software) or acceptance (for implementation concepts or for software customization, development and installation).

8.3 A defect is present if the subject software and documentation does not have the contractually stipulated quality or is not fit for the contractually stipulated purpose. The contractually stipulated quality is described in the quote or RIEGE's implementation concept. The customer must notify RIEGE in writing immediately upon discovering any defects and describe the defect pattern.

8.4 RIEGE is entitled to a reasonable period for curing the defect. RIEGE can cure the defect by, at its option, repairing the defective product or service or replacing it with a non-defective one. Instructions provided by RIEGE for a reasonable workaround are considered a sufficient cure. The contracting parties agree that it generally takes more than two attempts to cure a defect due to the scope and complexity of software programming. The contract may not be terminated if the value or the fitness of the implementation concept is impaired only insignificantly or if the customer is in default of accepting performance or is mainly responsible for the defect. The obligation to provide a cure does not apply if the delivered, customized or developed software is not used in the intended environmental conditions unless the customer proves that the defect cannot be attributed to using the software in non-intended conditions.

8.5 If a notice of defects is unjustified, the customer must bear the costs incurred by RIEGE as a result of the notice of defects if the customer has culpably misjudged the absence of the defect.

9. Term of Contract, Termination

9.1 Agreements on the customization, development, installation and licensing of software and implementation concepts as well as consulting and training services may only be dissolved in accordance with statutory regulations.

9.2 A contract for software maintenance or service commences on the stipulated date and runs for at least 12 months. The contract renews annually unless one of the contracting parties terminates it as of the expiration date with three months' notice. The right of termination may also be exercised with respect to a part of the contract for individual software components provided that this is reasonable for the other contracting party and the parts can be separated functionally. The above termination provision does not affect the right to terminate this contract for good cause without notice. Good cause for termination by RIEGE includes, without limitation,

- if RIEGE is unable to perform due to a third party's failure to supply new program versions through no fault of RIEGE even though RIEGE has made all reasonable efforts to procure the new program versions;

- if the customer has tampered with, or caused third parties to tamper with, the software being maintained;

- if the customer has requested modifications and enhancements to software being maintained by RIEGE, and these modifications and enhancements change the products and services provided by RIEGE, including, without limitation, increasing costs and administrative effort;

- if the customer refuses to accept a new release; or

- if the customer is more than two months in arrears on a payment or fails to pay two (not necessarily subsequent) invoices on time.

The termination must be given in written form.

10 Liability

10.1 In case of losses arising from mortal or physical injury or health impairment, the liability of the parties shall be unlimited.

10.2 A contracting party is only liable, irrespective of the legal grounds, for itself and for agents for whom it is vicariously liable if a material contractual obligation was culpably violated in a way that jeopardizes the purpose of the contract or if the damage is attributable to wilful misconduct or gross negligence. A material contractual obligation is an obligation whose satisfaction is essential to the proper performance of the contract and upon whose satisfaction the contracting party may consistently rely. If the culpable violation of such a material contractual obligation is not based on wilful misconduct or gross negligence, the basis and amount of liability will be limited to the damages which are typical for the contract and reasonably foreseeable at the time that the contract was concluded.

10.3 RIEGE will be liable for restoring data only if the customer has taken adequate precautions, including, without limitation, backing up all the data daily, in order to ensure that the data can be reconstructed from machine-readable data material with reasonable effort.

10.4 Any liability disclaimer or limitation under these provisions also applies to the personal liability of the respective party's directors, officers, employees, representatives and subcontractors.

10.5 The contracting parties are not liable for a breach of the contract or any orders placed under the contract if the breach is the result of force majeure, including, without limitation, war, civil war, natural disasters, acts of terrorism, strikes (not lockouts) or embargoes. For the purposes of this section, strikes are not considered to be force majeure if the strike was caused by the illegal acts of the contracting party. If one of the parties is prevented from performing its contractual obligations due to force majeure, this will not be considered a breach of contract and the deadlines stipulated in or on account of the contract will be extended appropriately for the duration of the hindrance. Upon the occurrence of a force majeure event, the affected party will notify the other party in writing immediately of the nature of the event, the time and date of its occurrence, and the expected impact of the event on its ability to perform its contractual obligations.

11. Limitation Period

The limitation period expires one year from the start of the statutory commencement of the limitation period, unless a longer limitation period is required by law.

12. Non-Disclosure

12.1 Unless otherwise stipulated, each contracting party will treat any information (including documentation, samples etc.) disclosed to it by the other party as a trade secret, use such information solely for the purpose of the contract, and refrain from disclosing it to any third parties. This obligation does not apply if the information

- was in the public domain prior to its receipt or

- entered the public domain after its receipt without any responsibility of the receiving party or

- was made available to the receiving party at any time by a third party who, to the receiving party's best knowledge, was fully entitled to do so or

- was known or independently developed by the receiving party prior to receiving it or

- is made available by RIEGE to a third party for the purpose of providing its product or service and RIEGE has bound this third party to confidentiality as set out in this non-disclosure agreement,

- is made available to a consultant of a contracting party who is professionally bound to secrecy (tax accountant, auditor, attorney) for the purpose of providing counsel to the party or

- must be disclosed by force of law or pursuant to a final and definite decision made by a court or government agency. The receiving party must notify the disclosing party immediately upon learning of such a reason.

12.2 The contracting parties will exercise the same care in keeping the information confidential as they do with respect to their own trade secrets. They agree to bind their employees accordingly if the employees can become privy to the information.

12.3 All rights to the information remain with the disclosing party. Irrespective of the term of the contract, the non-disclosure obligation set out herein will survive for an additional three years after receiving the information.

II. Special Provisions for Specific Products and Services

The following provisions apply to the specific products and services provided by RIEGE under the contract:

1. Preparation of the Implementation Concept

1.1. RIEGE develops implementation concepts in the form of written documentation as part of its quotes. The concept is intended to provide a technical basis for creating, customizing software and/or parameterizing software.

1.2 The implementation concept analyzes, evaluates and documents the customer's requirements. It describes the functions and tasks that must be performed by the software in order to reach the customer's goals as well as the work processes, interfaces, interoperation of functions as well as information required by and to be generated for the customer.

1.3 The contents of the implementation concept constitute a guarantee of certain characteristics only where stated explicitly in writing. Performance deadlines or periods are non-binding unless RIEGE has explicitly agreed to them as binding.

1.4 If the implementation concept essentially conforms to the agreement, the customer must accept it in writing immediately, but no later than within four weeks of receipt. RIEGE must cure any material non-conformities with contractual requirements within a reasonable period, after which RIEGE will re-present the implementation concept to the customer for acceptance. The customer may issue a conditional acceptance in which it reserves its rights until a defect has been cured.

1.5 If the customer fails to accept the implementation concept, but does not give reasons for its non-acceptance, RIEGE may set a reasonable deadline for acceptance. The implementation concept will be deemed to be accepted by this deadline if the customer does not specify the reasons for refusing acceptance in writing by the deadline.

1.6 RIEGE grants the customer a non-exclusive and non-transferrable right to use the implementation concept prepared for the customer's business as a basis for developing and/or customizing its software. This is without prejudice to RIEGE's right to develop implementation concepts with comparable design criteria for third parties.

2. Consultation and Training Services

2.1 RIEGE provides consulting and / or training to the customer in accordance with the quote or its service price list.

2.2 RIEGE reserves the right to cancel training if participation is insufficient, if total enrollment does not meet a minimum threshold or if the instructor falls ill, in which case RIEGE will be required to refund any fees that have already been paid. Participants have no further rights or remedies. Participants may not withdraw from the contract if instructors are switched. Training enrollments are generally made in writing and are considered binding. The training fee is due immediately without discount. The invoice contains all the costs associated with the training.

2.3 Unless otherwise stipulated, enrollment can only be canceled free of charge up to ten working days prior to the start of training. The cancellation must be made by fax or in written form (valid as of the postmark date or fax receipt). If the cancellation is made five to nine business days prior to the first day of class, 50 % of the entire training fee will be charged; the entire training fee will be charged if the cancellation is made within four business days of the first day of class. The full training fee will be due if an enrolled participant cancels on the first day of class or fails to show up for class. Participants have no right to a reduced training fee if they do not attend individual training units, leave class early, or stop attending class early.

2.4 If the services are not provided at all or as contracted and the customer complains about the services in writing, RIEGE must provide the services as contracted within a reasonable period.

3. Standard Software Licensing

3.1 RIEGE licenses standard software (hereinafter "software") to the customer in machine code with user documentation. The scope of performance and functionality of the licensed software is determined by the RIEGE product description in force at the time of the conclusion of the contract.

3.2 The software can be run in the hardware and software environment specified by RIEGE in the contract or product description. The quote or product description defines the intended environmental conditions. Any additional agreements, e.g. on interoperability with other programs or networking options, depend on the customer's specific situation and must be agreed upon separately.

3.3 The technical data and descriptions in the product description are no guarantee of certain characteristics unless RIEGE has explicitly identified the description as a guarantee of certain characteristics.

3.4 The customer receives a copy of the software on the machine-readable data storage medium described in the contract and a copy of the user documentation. The user documentation is delivered to the customer in hard copy or on a machine-readable data storage medium; it may be delivered on the same storage medium on which the software copy is stored. If required by the customer, the delivery is made on a machine-readable data storage medium provided by the customer at its expense. It may also be delivered as a download.

3.5 Any additional services to be provided by RIEGE, e.g. the installation of the software on the customer's hardware, orientation and training must be agreed and remunerated separately. Software maintenance, customer-specific software customizations and maintenance of customer-specific customizations are only included in the products and services provided by RIEGE if they have been offered in writing by RIEGE and ordered by the customer.

4. Standard Software Maintenance

4.1 RIEGE maintains the standard software described in the quote, including relevant user documentation where applicable. Software maintenance is intended to maintain the functionality of the software but does not guarantee that the software will always work without errors or interruptions.

4.2 A separate software license contract can cover the licensing of new program versions (hereinafter "version") that offer performance and functional enhancements by reprogramming significant portions of the software for a fee, including the option to use new technologies where applicable.

5. Software Development, Customization and Installation

5.1 The type and scope of the products and services provided by RIEGE during software development, customization and installation is described either in RIEGE's quote or in the implementation concept that RIEGE has developed for the customer on the basis of these terms and conditions.

5.2 If the products and services are functional, RIEGE will provide the deliverable to the customer in the stipulated form and notify the customer in writing that it is functional. Acceptance of RIEGE's products and services requires the passage of a functional test that must be initiated within two weeks of receiving the notification and completed within another two weeks. If the deliverable essentially conforms to the contract, the customer must formally declare acceptance. However, acceptance is deemed to have taken place if the customer fails to declare acceptance within a specified, reasonable period despite not having discovered and justifiably reported to RIEGE a large number of simple defects or any defects that would prevent and/or significantly handicap the operation of the software.

5.3 The contracting parties can stipulate, in writing, acceptance criteria that must be met during the functional test, and the software is deemed to have failed the functional test if it fails to meet these criteria.

5.4 RIEGE must cure any material non-conformities with contractual requirements within a reasonable period. Material non-conformities with contractual requirements exist if an error in parts of the program processes causes significant malfunctions that render software components unusable, or if a persistent error in the software process renders the system inoperable or causes system components to fail and thereby disrupts all of the customer's work processes. RIEGE will then re-present the deliverable to the customer for acceptance.

5.5 The customer may issue a conditional acceptance in which it reserves its rights until a defect has been cured. In this case, the above provision applies analogously to material non-conformities in respect of which the customer has reserved its rights.

5.6 If different products and services are scheduled to be functional on different dates, the functional test will be limited to the appropriate products and services. The acceptance of the final set of products and services will include a functional test of all the products and services to verify that they work together as contracted.

III. Final Provisions

1. Any quote issued by RIEGE, including amendments thereto, forms an integral part of this contract.

2. The place of performance for the products and services provided by RIEGE is RIEGE's principal place of business. The place of jurisdiction for any and all disputes under this contract is the court that has jurisdiction over RIEGE's principal place of business.

3. Any side agreements, modifications and amendments to this contract must be made in written form. This written form requirement can only be waived by written agreement.

4. The contractual relationships of the contracting parties are subject to the laws of the State of Connecticut (USA).

5. If this contract contains an omission or a provision is or becomes invalid in whole or in part, this will not affect the validity of the remaining provisions hereof. The missing or invalid provision is deemed to be replaced by a provision that most closely approximates the commercial purpose of the missing or invalid provision originally intended by the contracting parties. The contract will be invalid in its entirety, however, if adhering to it would constitute an unreasonable hardship for either of the contracting parties even after taking into consideration the intended modification.

6. RIEGE may assign or transfer all or part of its rights and obligations hereunder (i) to its Group parent company, (ii) to an affiliate, (iii) in connection with the sale of the business associated with the products or services supplied to the customer, or (iv) in connection with the sale of all or substantially all of the assets associated with the business that supplied the products or services to the customer. The customer may transfer all or part its rights and obligations hereunder only with the written consent of RIEGE.

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