License terms of

eSteps Information Technologies GmbH

1. AGREEMENT

1.1. The parties have entered into an agreement (hereinafter referred to as the „Agreement“) based on a separate document, which specifies (i) the identity of the Licensee, (ii) the specific product falling within the scope of these License Terms, (iii) the specific modules/apps for which the Licensee is licensed, and (iv) the Licensee’s fees.

1.2. The purchased license may only be cancelled or terminated under the terms and conditions set forth in these License Terms. Termination of these License Terms does not apply to licenses for other products purchased separately, such as a license for Microsoft products.

2. LICENSE

2.1. eSteps Informationstechnologien GmbH (hereinafter referred to as „eSteps GmbH“) grants the Licensee a non-transferable and non-exclusive right to use (license to) the product specified in the Agreement (the specific modules/apps for which the Licensee may be licensed at any time, hereinafter referred to as the „Product“).

2.2. The Licensee’s use of the Product is subject to the Licensee’s acceptance of these License Terms. Upon installation or otherwise commencing use of the Product, the Licensee shall be deemed to have fully accepted this Agreement.

2.3. The ongoing license covers (i) the latest version of the Product at the time of conclusion of the Agreement, (ii) which grants the Licensee access to and the right to use new versions of the Product against ongoing payment.

2.4. The right of use applies only to the product itself and therefore does not include the required Microsoft licenses. The licensee is free to acquire licenses for Microsoft products from third parties or based on a separate agreement with eSteps GmbH.

3. SCOPE OF THE RIGHT OF USE

3.1 The Licensee is granted the right to use the Product in accordance with these License Terms for the following users:

A. Internal use by persons employed by the Licensee in the course of the Licensee’s work.

B. External users, including consultants to the Licensee; but only within the scope of the work performed with the Licensee’s data and on behalf of the Licensee.

3.2. The Licensee is liable for all external persons who may have access to the Product in accordance with Section 3.1 B of these License Terms.

3.3. By installing, subscribing to, or using the Product, the Licensee accepts these Terms (including any modifications made at any time). If the Licensee does not accept the Terms, the Licensee may not install, subscribe to, or use the Product.

3.4. License model. The product is licensed based on the following model:

3.4.1. Subscription licensing model. With this model, you license the product on a per-user basis for a limited period of time, which is further described in your agreement with your partner.

3.4.1.1. If your license expires or is terminated, your right to use the Product will immediately cease. Continued use of the Product thereafter may expose you to liability for intellectual property infringement, which could result in substantial damages or lawsuits.

4. STANDARD PRODUCT AND MODIFICATIONS

4.1. The Product is a standard product. It is the Licensee’s responsibility to ensure that the Product meets the Licensee’s specific needs and requirements. eSteps GmbH maintains a log that clearly defines the most recently delivered and approved version of the Product.

4.2. eSteps GmbH’s obligations under these License Terms require that the Licensee ensure that new versions are always installed.

4.3. The product is a standard product for the Microsoft Dynamics 365 Business Central online solution. If the product is used as an on-premises solution, eSteps GmbH is not obligated to provide ongoing maintenance for the product. Changes to the most recently delivered and approved version of the product may be made at the licensee’s own risk. Any analyses, modifications, or other consulting assistance, if any, that may be required due to changes to (i) the licensee’s own IT environment, (ii) changes to Microsoft products, (iii) changes in the licensee’s usage, or (iv) the installation of new product versions and releases will therefore be performed by eSteps GmbH for the licensee against a fee based on the time spent. A separate fee will be charged for support in migrating modifications and adaptations in the licensee’s own IT environment to new versions of Microsoft products or the product, regardless of whether these changes were previously made by eSteps GmbH, third parties, or the licensee.

5. STANDARD PRODUCT SUBSCRIPTION

5.1. The maintenance of the license is tied to the maintenance of a product subscription. An extension of the scope of the license terms will result in a corresponding extension of the product subscription. The price of the product subscription is specified in the agreement and is subject to annual adjustment. If the licensee defaults on payments or terminates the subscription, the license will be terminated.

5.2. A product subscription entitles the Licensee to receive and install product updates. Such updates may include bug fixes, new/improved features, adjustments to applicable laws and accounting principles, etc. The Licensee is entitled to use the updates as they are released. A product subscription entitles the Licensee to use the updates subject to these License Terms.

It is the licensee’s responsibility to install and implement the updates. eSteps GmbH will support the licensee in return for a fee based on the time spent.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. eSteps GmbH is the owner of the copyright and other intellectual property rights in the Product. The Product is subject to copyright law and international treaties on intellectual property rights.

6.2. Due to eSteps GmbH’s intellectual property rights, the Licensee may only use the Product under the terms and conditions described herein. The Licensee may not donate, lend, loan, lease, sell, pledge, or otherwise transfer the Product or the rights thereto. The Licensee may not permit third parties to use or dispose of the Product except in full compliance with Section 3.1, Letter B.

6.3 The Licensee is not entitled to remove any form of trademarks, company names, copyright notices or other references to the Product or the creators of the Product.

6.4. Any violation of eSteps GmbH’s intellectual property rights, including reckless handling of the Software by the Licensee that enables infringements of eSteps GmbH’s intellectual property rights by third parties, shall be deemed a material breach of these License Terms, entitling eSteps GmbH to terminate the License with immediate effect, see Section 11.1 of the License Terms.

7. REVERSE DEVELOPMENT

7.1. The Licensee is not entitled to reverse engineer (convert the product from object to source code), disassemble or decompile the Program, unless, and in this case only to the extent that the Licensee’s right to such actions arises from the essential legal provisions and after having informed eSteps GmbH.

8. LIMITED 6-MONTH WARRANTY

8.1. eSteps GmbH’s liability for defects, including any repair obligations, expires if the respective defect is not asserted within 6 months of delivery.

8.2. If the Licensee proves within 6 months of receiving the Product that the Product does not function in accordance with the user documentation and that the deviation is a material defect of the Product (i.e. that one or more of the Licensee’s essential business functions cannot be performed because the respective defect makes the operation of the Product impossible), eSteps GmbH may, at its sole discretion:

A. provide a new version of the Product free of charge

B. correct the defect in the Product free of charge

C. refund the royalty actually paid by the licensee for the affected part of the product – but in a manner that ensures deduction of the value of the benefit derived by the licensee from the product during the same period, or

D. refund the entire royalty for the relevant period and revoke the license terms entirely.

The fulfillment of Section 8.1 by eSteps GmbH represents the entire spectrum of eSteps GmbH’s obligations to the Licensee in the event of product defects. The Licensee may therefore not make any further demands on eSteps GmbH in connection with defects.

9. DISCLAIMER AND LIMITATION OF LIABILITY

9.1. In no event shall eSteps GmbH be liable for indirect losses or consequential damages, regardless of the circumstances.

9.2. eSteps GmbH disclaims any liability for loss of anticipated profits, loss of data, corruption of registrations or data, or any other form of indirect, specifically documented accidental loss or consequential damage arising from or in connection with the Licensee’s use of the product. eSteps GmbH’s product liability is at all times limited to the essential provisions of applicable law.

9.3. eSteps GmbH’s total liability for any loss or damage arising out of or in connection with these License Terms or the use of the Product shall, under all circumstances, be limited to the license fee actually paid by the Licensee for the Product during the six months prior to the filing of a valid complaint.

10. EXCLUSION OF LIABILITY IN CONNECTION WITH FORCE MAJEURE ETC.

10.1. eSteps GmbH shall not be liable to the Licensee for circumstances beyond the control of eSteps GmbH that eSteps GmbH could not have considered, avoided, or overcome at the time of signing the Agreement.

10.2. Unforeseeable failures, delayed or non-deliveries, strikes, lockouts, lack of transport, official restrictions and similar circumstances release eSteps GmbH from liability.

11. INFRINGEMENT

11.1. eSteps GmbH is entitled to terminate these License Terms, including the Product Subscription, with immediate effect if the Licensee commits a material breach of these Terms.

11.2. The Licensee is entitled to terminate these License Terms immediately if eSteps GmbH commits a material breach of its obligations under these License Terms.

11.3. Termination shall be effective for the future. Any payments already made will not be refunded to the Licensee in connection with the termination.

12. TERM AND TERMINATION

12.1. The license and product subscription are valid for a term of one (1) or twelve (12) months, respectively, and are billed in advance. The term automatically renews for a new term of one (1) or twelve (12) months.

12.2. The Licensee may terminate the Product Subscription with one (1) month’s written notice at the end of a period or no later than the 10th of the month, and the Subscription shall expire at the end of the relevant period.

12.3. eSteps GmbH may terminate the License Terms at any time with two (2) months‘ notice.

12.4. Notwithstanding the provisions of Section 12.3, eSteps GmbH is entitled to terminate the product subscription with 6 months‘ notice if eSteps GmbH discontinues the development and provision of updates.

13. EXPIRY OF THE LICENSE AGREEMENT

13.1 If the License Agreement expires, for any reason whatsoever, the Licensee shall immediately and without compensation uninstall the Product and destroy all copies thereof.

14. PAYMENT

14.1. At the time of conclusion of the license agreement, the product subscription is payable to eSteps GmbH for one (1) or twelve (12) months in advance. If the license is not terminated (see Section 12 of the License Terms), the licensee will be invoiced for the upcoming period approximately 14 days before the end of the term.

15. LICENSE VALIDATION AND PRIVACY NOTICE

15.1. Servers on which the product is installed may periodically provide information to verify that the product is correctly licensed and that the term has not expired. This information includes the customer ID, product name, license serial number, product version number, and usage data. Aggregated data may be used to evaluate the effectiveness of eSteps GmbH’s validation routines and to improve the product and the service provided by eSteps GmbH to customers. By using the product, the licensee consents to the transmission of the information described in this paragraph. Upon expiration of the license terms, this customer data will be deleted.

16. TRIAL PERIOD

16.1. eSteps GmbH offers a 30-day trial period for the specified product. The trial period begins on the date the product is installed or used by the licensee.

16.2. The Licensee is granted a non-transferable and non-exclusive right to use the Product during the Trial Period. Use of the Product during the Trial Period is subject to the same terms and conditions as described in the full License Terms.

16.3. The Licensee may terminate the trial period at any time by uninstalling the Product and destroying all copies. eSteps GmbH reserves the right to terminate the trial period with immediate effect if the Licensee violates any of the terms of this Agreement.

16.4. After the trial period, the Licensee may choose to subscribe to the Product. If the Licensee chooses to subscribe, the terms and conditions described in the full License Terms will apply.

17. APPLICABLE LAW AND JURISDICTION

17.1. All disputes arising from this license agreement shall be governed by German law, which shall have jurisdiction in the first instance. Unless otherwise agreed by the parties, disputes shall be settled by the Iserlohn District Court.

17.2. Section 17.1 shall not prevent eSteps GmbH from applying for or obtaining an injunction or other extraordinary relief from the competent courts.