1. General 1.1 Object of these terms and conditions of licensing The following terms and conditions shall apply for the provision and utilisation of the industry solution aXon Upsell Pharma & Medizintechnik by aXon Gesellschaft für Informationssysteme mbH including any updates. This software is based on Microsoft Dynamics 365 customer engagenemt or for sales. They shall not apply for any additional services such as installation, integration and adaptation of the software. With installation or usage of aXon Upsell Pharma & Medizintechnik you accept these terms and conditions. 1.2 Confidentiality and Data Protection The parties of the contract mutually agree to treat all information and documentation as well as materials (in particular software and stored data) with no expiration as confidential or secret, as long and to the extent that it is not proven public knowledge. Such confidential information, which is characterized by a contractor as confidential or secret, must also be treated as a business or trade secret. Also, the contractual parties guarantee that all their employees, representatives, or agents that they engage to fulfill this contract shall treat such information as confidential. Excluded by this regulation is the legitimate request for information by official agencies, such as supervisory authorities, law enforcement agencies or courts. In accordance with this contract, aXon will process relevant personal data in strict accordance with the German federal data protection act. The regulations in this paragraph shall remain valid even after the expiration of this contract. 1.3 Reference The customer grants aXon the right for mentioning the customer’s company name and company logo for marketing purposes. The customer agrees to become an aXon reference customer on the condition that they are satisfied with the software. Becoming a reference customer starts with a customer satisfaction call. A quote of the customer satisfaction call will be published on the aXon website along with the scustomer’s company name and company logo. The content will be approved by the customer prior to publishing. Furthermore, aXon’s Marketing Team is entitiled to create a reference story with the customer. Additionally, aXon may ask the customer whether he would agree to be contacted by a prospect or different customer. Such calls would be advised and scheduled between aXon and the customer. In case the customer is not satisfied with the software, it can be disagreed any time. 1.4 Modifications, Supplementary Agreements, and Severability clause Amendments to this agreement must be made in writing. Verbal agreements are not seen as valid. If any provision or provisions of this contract shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In the place of the invalid or unenforceable provision, a reasonable provision shall apply which insofar as legally possible comes closest to fulfilling the original intention of the parties to the contract had they considered this point upon conclusion of the contract. The preceding provisions apply accordingly in the case that the contract is incomplete. 2. License The software will be or was provided to you following the software license contract as a Subscription license (The licensing shall be for a limited period. After expiration of this period your usage rights shall end with immediate effect.). 3. Licensing 3.1 Licensing aXon Upsell Pharma & Medizintechnik shall be licensed per user within one Microsoft CRM D365 CRM organization. The number of users using the particular functions either in part or in whole is relevant. • The number of users to be licensed can be less than the amount of Microsoft Dynamics CRM Users. You are responsible for a proper licensing of the software. Discrepancies between billed and actual usage shall be reported to aXon. 3.2 Requirements for Operation For operating aXon Upsell Pharma & Medizintechnik, minimum one user license with administrator rights is required in the D365 CRM tenant. This Microsoft CRM user license is used for aXon Upsell Pharma & Medizintechnik to perform functions and operations. It can be used contemporaneously by customers for other purposes. 4. Utilization rights You shall have the right to produce necessary backup copies of the software, and to use copies on test systems. You shall have the right to adjust the software to your needs. However, aXon shall not be responsible for issues that might occur as a result of these adjustments and shall not be responsible to provide support for these adjustments. The utilisation rights shall also be valid for companies associated with you in accordance with the definition in sections 15 et seq. AktG (German Companies Act). The utilisation rights shall only be valid in the country of destination agreed according with the software license contract. If a separate agreement has not been entered into, the utilisation rights shall only be valid for the territory of the Federal Republic of Germany. 5. Forwarding/transfer to third parties You may only transfer a perpetual license to a third party in a uniform manner, and only if the third party completely and finally ceases to use it himself/herself. The temporary or partial transfer of utilisation to a third party free of charge is not permitted. The forwarding of the software to a third party requires a written approval by aXon. This approval will not be refused if (i) you have confirmed in writing that all existing copies have been forwarded to such third party and that any existing backup copies have been deleted and (ii) if the third party has declared in writing towards aXon his/her approval of the terms and conditions of licensing as agreed herein. Certain fees may apply forwarding the license to a third party. Upon transfer to the third party, all of your utilisation rights shall cease to apply. You are not permitted to transfer a subscription license to a third party independent of the kind and manner or duration. 6. Defects of material and defects of title aXon warrants that the software, at the time of transfer of the risk and if used as intended, has the contractually agreed characteristics. The software shall be deemed to be defective if it deviates from the agreed characteristics to a more than insignificant extent and/or if it infringes upon third party property rights in the Federal Republic of Germany or in the country of destination expressly agreed between the parties. With the provision of updates, the liability for defects is limited to the new features of the updates towards the actual present version. In case of defects, aXon shall fulfil his warranty obligations by providing rectification. aXon shall have the right to, at his option, either provide you with a new version of the software which is free of defects, or to eliminate the defect. A defect shall also be deemed to have been eliminated if aXon demonstrates to you reasonable possibilities of avoiding the consequences of the defect. Warranty claims must be asserted to aXon in writing and should include as detailed a description as possible of the symptoms occurred. You shall provide reasonable support to aXon in the elimination of the defect, and shall in particular comply with the measures and suggestions by aXon for the purpose of eliminating the defect. Should two attempts at rectification fail, you shall have the right to set an adequate period of grace for the elimination of the defect. In this context you shall expressly declare in writing that you reserve the right to withdraw from the contract and/or to claim damages should rectification fail again. Guarantees assumed by aXon must be provided in writing in order to be valid. The warranty period shall be 6 months from the date of deliver, unless agreed otherwise. 7. Liability 1) In all events of contractual and non-contractual liability aXon shall render indemnity solely within the scope of the following limitation 1. a) In the event of intentional acts or gross negligence the full amount as well as with absence of a condition which was guaranteed by aXon. 2. b) In other events of a negligent breach of essential contractual obligations only. In this case aXon shall only be liable for damage which is foreseeable. In this case the liability is limited to the sum of EUR 50,000.00 per event, and to a total sum of not more than EUR 100,000.00. 2) The limitation of liability with definition in section (1) shall not apply to liability for personal damage nor to liability under the Produkthaftungsgesetz (German product liability act). 3) Liability according to for consequential damage, such as loss of profits and indirect damage shall be excluded. 4) In no case will the liability exceed the purchase price of the software or the value of aXon’s liability insurance. 5) In the event aXon is found to be culpable for the loss of data, aXon’s liability is limited to the expenses for the copying of the back-up copies and for the reconstruction of data which would be lost also in case of regularly back-ups. The customer shall be responsible for making back-up copies. The customer is obliged to make back-up copies of their data at least once a day. Failure to comply with this obligation is deemed to be contributory negligence. 8. Property rights Unless you have expressly been granted specific rights, all rights to the contractual software, in particular copyrights, trademark and other property rights, shall rest exclusively with aXon. 9. Updates (Enhancement Plan) Should aXon, within the framework of enhancement or servicing work, provide you with amendments or a new edition of the industry solution aXon Upsell Pharma & Medizintechnik (updates, upgrade) which replaces the previously provided software, such amendments or new editions shall be subject to the present terms and conditions without an additional agreement being required. Shipment shall usually be by remote data transfer. aXon reserves the right to decide on the operational surroundings in which the updates may be used, and, if necessary, to change the permitted hardware and software prerequisites or configurations for updates. Modifications of the system requirements or the operational surroundings for updates are usually necessary in order to adapt the software to the continuous technological developments, thus ensuring that the software products are kept on a state-of-the-art level. In such cases, it is your obligation to create the system conditions required in order to use the updates. Updates are always compatible with the computer programmes pursuant to No. 1 of these terms and conditions for licenses. For updates, this compatibility does, however, not comprise potential configurations and programming adaptations implemented in order to adapt the computer programme to the Licensee’s requirements. The creation of this compatibility shall be the object of a separate agreement to be concluded if necessary. Services regarding installation, training in the application of the updates and consultancy services are not comprised in the scope of performance, and can be ordered separately. Updates for a perpetual license may be terminated upon 6 months’ notice with effect as per the expiry of the update period specified in the invoice for the previous year. However, the termination shall be effective earliest with expiry of the contractual agreed update period. The right to receive updates for a subscription license shall expire with expiry of the license. 10. Expiry of utilisation rights, termination for cause If your utilisation right expires, you shall delete all copies and versions, unless you are obligated by law to store them for a longer period of time. No. 4 above shall remain unaffected. Should you materially infringe upon the agreed utilisation rights or upon aXon‘s property rights, aXon shall have the right to terminate the utilisation rights to the software for cause. This requires an unsuccessful reminder with setting an adequate period of grace. 11. Governing law, place of jurisdiction, partial invalidity The governing law shall be the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Paderborn, Germany, has been agreed as the place of jurisdiction. Should one or several of the provisions above be invalid, whether entirely or in part, this shall not affect the validity of the remaining provisions.