1. Preamble

1.1 The object of this license agreement is the granting of a license right to the software (the "software product" or "source code") by the licensor to the licensee in return for payment.

1.2 The delivery of the software product and the user documentation takes place online at the beginning of the contract or by delivery of a data storage medium.

2. Granting of license

2.1 For the duration of this License Agreement, Licensor grants Licensee a geographically unlimited, non-exclusive and non-transferable right to use the Software Product in accordance with the terms and conditions of this License Agreement. Any other rights of exploitation and utilization not covered by this License Agreement, as well as copyrights and other industrial property rights to the Software Product, are the exclusive property of Licensor.

3. Scope of use

3.1 The right of use of the licensee includes the operation of the software product for the purposes of his company by a single installation of the software product. The scope of use shall include support in accordance with the customary local scope, a forum for communication and regular updates and improvements. However, the Licensee has no right to such updates and improvements.

3.2 The creation of copies of the software product is not permitted, unless this is mandatory by law. In particular, the creation of copies (i) for backup purposes or (ii) insofar as this is necessary for the use of the software product and the achievement of the purpose of the contract is permitted. Permitted copies must be deleted or destroyed immediately as soon as the existence of such a copy is no longer necessary for the Licensee.

3.3 The licensee is not permitted to remove or change copyright notices, serial numbers or other notices serving to identify the software product or to make them unrecognizable or illegible in any other way. In particular, the Licensee is prohibited from publishing the Licensor's source code (e.g. via source code management tools) or selling, lending or otherwise exploiting the Licensor's source code to third parties. The Licensee is prohibited from copying the user documentation (or parts thereof) and from making it available to third parties.

3.4 The licensee is allowed to use this purchased license to implement only one project (=one domain). In the event that a further project is to be implemented, the licensee must acquire a further license against payment. For this purpose, the licensor also has the right to inspect the licensee's books, which can also be asserted by authorized third parties. The project created by the software product may be published subject to the provisions of Section 6.4 of this Agreement.

4. License fees, terms of payment

4.1 The monthly license fee (the "License Fee") is understood to be plus the legally applicable sales tax and is due for payment for the first time on the day of conclusion of this License Agreement. There is a free trial version with limited functionality. This Trial License grants the Licensee the exclusive right to use the Software for internal testing and evaluation purposes. Within the scope of the trial license, the source code may not be made publicly available, exploited or used for software projects that are publicly accessible.

4.2 Furthermore, the licence fee, plus the legally applicable value added tax, is due for payment in advance within 7 (seven) working days after the end of each contractual month. If a Licensee, for whatever reason, dissolves, suspends, terminates, etc. the present Agreement and purchases a license again at a later date, the Licensee shall pay the monthly installments that lie between the termination and resumption of the license in order to be entitled to the updates and improvements. The relevant payment must also be made in advance.

4.3 All payments by the licensee to the licensor are to be made free of bank fees and charges by irrevocable transfer to the licensor's bank account at Bank Seiermärkische Sparkasse with IBAN AT64 AT64 2081 5000 0605 4209, BIC STSPAT2GXXX, if no online payment is made.

4.4 In the event of a delay in payment by the Licensee, the Licensee is obliged to pay interest on arrears at a rate of 9.2% pa above the respective base interest rate.

4.5 The licensee is not authorized to exercise set-off.

5. Warranty, liability

5.1 The licensor guarantees that the software product corresponds to the usually required specifications and is suitable for use without defects and ensures the functionality and operational readiness of the software product for the duration of the license agreement. Any warranty beyond this is excluded.

5.2 The source code can be modified by the licensee and adapted to the needs of his Software-as-a-Service project, however, the warranty is then excluded for all source code parts modified by the licensee and no support is provided.

5.3 If a malfunction or deviation is due to circumstances not attributable to the licensor, such as improper handling, use of unsuitable hardware or operating errors, warranty claims of the licensee are excluded in this respect.

5.4 Warranty claims of the licensee expire by limitation within 12 months from delivery of the software product.

5.5 The licenser guarantees that the software product is free of (protective) rights of third parties which would prevent free and unrestricted use by the licensee and indemnifies and holds the licensee harmless against any claims made by third parties for a period of 2 years from delivery.

5.6 The warranty promises or indemnifications provided for in this Section 5 are excluded if a defect or an infringement of the (protective) rights of third parties was caused by conduct on the part of the Licensor going beyond the contractual use or the unauthorized modification or processing of the software product by the Licensor.

5.7 The licensor is only liable for damages caused intentionally or by gross negligence and is limited to the amount of the license fees paid. Liability of the licensor for slight negligence or loss of profit is excluded to the extent permitted by law. Furthermore, the licensor does not assume any liability for consequential harm caused by a defect or indirect damage such as loss of data.

6. Term of contract, termination

6.1 This license agreement comes into force upon mutual signing of the contract and is concluded for an indefinite period.

6.2 The Licensee is entitled to terminate this License Agreement in writing at the end of each calendar month with one month's notice.

6.3 Irrespective of this, the contracting parties are entitled to extraordinary termination of this license agreement for good cause. Such good cause shall be deemed to exist in particular if

i. a party persistently breaches an obligation incumbent upon it under this License Agreement despite a written reminder and the fruitless expiry of a reasonable period of time;

ii. the licensee is insolvent or overindebted;

iii. an insolvency petition is filed against the assets of one of the contracting parties or such proceedings are dismissed for lack of assets to cover costs; or

iv. the licensee's company is sold in whole or in part to a (group) company which or whose members are in direct or indirect competition with the licensor, the licensee acquires an interest in such (group) company (directly or indirectly) or other rights of use are granted to such (group) company

6.4 After termination of this license agreement the licensee is obliged to immediately cease further use of the software product (in any form). The licensee must destroy the software product and any copies thereof, or irretrievably delete it from his systems and notify the licensor of this procedure. Provided that the Licensee has paid 6 monthly license fees, the Licensee may publish the product that was created with the help of the source code. Updates will no longer be made available after the termination date. Updates are subject to a monthly license payment.

If the licensee terminates the present contract for whatever reason within 6 months after payment of the first license installment, he is prohibited from publishing the product developed with the source code in any way whatsoever.

7. Confidentiality

7.1 The contracting parties undertake to maintain confidentiality with regard to the business secrets or other information worthy of protection of the other contracting party, which they have come to know from or in connection with this licence agreement, insofar as these are not generally known or were already known to the respective contracting party before the mutual conclusion of the contract or insofar as the contracting party is legally obliged to disclose this information or its disclosure is necessary in the course of legal proceedings in order to protect the own interests of this contracting party. In the event of a breach of this confidentiality obligation, the breaching contractual party undertakes to pay the other party a penalty for breach of contract in the amount of EUR 10,000.00, which is not subject to judicial mitigation.

8. Announcements

8.1 All communications pursuant to this License Agreement shall be made in writing by each Party or its duly authorized representative and shall be delivered to the addressee by registered mail or courier service with acknowledgement of receipt. Notices shall be sent to the addresses indicated on the cover page of this License Agreement or to an address separately notified by either party. For support requests, contact the support team by e-mail at the e-mail address [email protected].

9. Final Clauses

9.1 The nature and scope of the services owed by both parties to the contract are conclusively regulated by this license agreement. Any previous (written or verbal) agreements and arrangements between the parties with regard to the subject matter of this License Agreement are hereby superseded, with the exception of a possible confidentiality agreement. General terms and conditions of the Licensee shall not apply.

9.2 The invalidity or ineffectiveness of individual provisions of this license agreement shall not affect the validity of the remaining provisions of the agreement. In place of the void or ineffective provision, a provision shall be agreed upon that most closely approximates the economic sense and purpose of the void or ineffective provision. The latter shall apply analogously if a gap in the contract becomes apparent during the execution of this license agreement.

9.3 Amendments or supplements to this license agreement must be made in writing and signed by all parties to the agreement. This also applies to the cancellation of this written form requirement.

9.4 This license agreement is subject to Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods and the referral norms of international private law.

9.5 Place of fulfilment is the registered office of the licensee. For all disputes arising from or in connection with this license agreement, the court in Graz with jurisdiction over the subject matter shall have exclusive jurisdiction.

9.6 The Licensor is entitled to transfer rights and obligations arising from or in connection with this License Agreement in whole or in part with debt-discharging effect to affiliated companies or third parties. Any transfer of rights and obligations from or in connection with this License Agreement by the Licensee requires the prior written consent of the Licensor.

9.7 The licensor is entitled to refer to the licensee on all advertising material and in all advertising measures, without the licensee being entitled to any compensation. The licensor is entitled to refer to the licensee (name and company logo) on his own website and in other advertising material. The licensee may revoke his reference designation at any time. However, existing advertising material including the reference designation must not be destroyed after revocation.

9.8 All attachments to this License Agreement are integral parts thereof as if they were included in this License Agreement.