General Terms and Conditions of Business for the Sale of Standard Software and free of charge transfer of Standard Software of Jedox AG, Registered Office in 79098 Freiburg, Germany (as of February 2014) I. Introductory Provisions 1. General, Scope of Contract 1.1 Offers and deliveries of Jedox AG ("Jedox"), present or future, made in relation to the persons or entities listed in clause 1.2 herein take place solely on the basis of the present General Terms and Conditions of Jedox ("General Terms"). Jedox does not recognize any of General Terms and Conditions of customers, regardless if these conditions are contrary to, diverging from or otherwise different than the General Terms of Jedox. 1.2 The General Terms apply solely to persons or entities who, upon the conclusion of the contract, are acting in the performance of their corporate or self-employed commercial activities, as commercial customers. 2. Subject of Contract, Conclusion of Contract 2.1 The details and information given on Jedox's homepage and in Jedox product catalogues become a legally effective part of any contract only if the contract makes express reference to such details and information. 2.2 The content of any contractual relationship and the scope of delivery are governed solely by written confirmation of order of Jedox; however, in the event of a binding offer on part of Jedox and its acceptance within the specified period, the contractual relationship is governed by the written offer of Jedox. Collateral agreements, verbal statements given by any employees or agents as well as changes or amendments to confirmed contracts (including changes to the products) must be confirmed by Jedox in writing to be effective; such written confirmation provided via fax or email shall be sufficient. 3. Product Descriptions, Offer and Quotation Documents, Reservation of Right to Make Modifications 3.1 Product descriptions on Jedox's homepage, with test programs, in catalogues, brochures, etc. do not create any warranty as to quality, nature or description of any Jedox product. 3.2 Jedox reserves the right to ownership of and title over, copyrights and intellectual or industrial property rights (including the right to register any such rights) in all Jedox's offer and quotation documents, in particular in test programs, illustrations and cost estimates. The documents listed above must be immediately returned to Jedox at Jedox's request if an offer by Jedox is not accepted. 3.3 Test programs provided by Jedox on a temporary basis and free of charge are considered to be on loan, and in particular liability and liability for faulty product are governed by the legal provisions related to lent goods. 3.4 Jedox reserves the right to make technical changes and modifications, provided that the usual use of the products or such use provided for under the contract, is not significantly or detrimentally impaired and the customer may reasonably be expected to accept such changes. II. Conditions for the sale of Standard Software and free of charge use of Standard Software 4. Delivery Period 4.1 Delivery periods are only binding if Jedox expressly confirmed them in writing. 4.2 Delivery of Jedox standard software (= service provision) is handled through electronic transmission of the license key to the email address provided by customer on the order document (quotation). Alternatively, customer may request to receive license key by fax or letter. The respective, current version of Jedox standard software can be downloaded from Jedox's website. 4.3 In case of delay in delivery, the delivery period shall be duly extended in the event of force majeure and any and all unforeseeable impediments that may occur after the conclusion of the contract and for which Jedox is not responsible, provided that such impediments have an effect on the provision of the service owed. This shall apply even if these delaying circumstances occur at upstream suppliers of Jedox. Jedox will inform the customer as soon as possible of any such impediments. If the impediment persists for longer than three months, or if it is established that it shall persist for longer than three months, Jedox as well as the customer may rescind the contract. 4.4 If Jedox is in default of delivery due to simple negligence, Jedox's liability for damages due to the delay in delivery, which may be claimed in addition to the delivery, shall be limited to 0.75% of the value of the delivery for every full week of default, up to a maximum of 5% of the total value of the delivery. If the customer claims damages instead of the delivery in the said cases, this claim shall be limited to 15% of the total value of the delivery. The limitation of liability according to the above sentences 1 and 2 shall not apply in the event of default due to intent or gross negligence or in the event of injury to life, body or health or in the case of a transaction that depends on the compliance with a fixed date. 5. Prices Unless agreed otherwise, the prices shown in Jedox's current list of prices and conditions plus statutory value added / sales tax and shipping costs apply. 6. Terms of Payment, Customer's Ability to Pay, Value Added Tax for deliveries abroad 6.1 Unless agreed otherwise, Jedox's invoices shall be due for payment in full without deductions or set-offs within 30 days of the date of invoice. Payment is deemed to have been made from the point at which Jedox obtained unrestricted access to the amount ("Receipt of Payment"). 6.2 Checks shall be accepted if agreed between the parties and shall be considered to be payment only once they have been unconditionally credited to Jedox. Any costs and expenses incurred thereby, in particular, bank, discount and other expenses, inclusive of any value added tax thereon, shall be paid by the customer and shall be immediately due for payment. 6.3 Set-offs or reductions of the amount payable for counter claims or retention of payment with the effect of a set-off by the customer is only permitted if the legal claims are recognised by Jedox, uncontested and due for decision by a court or recognized by force of law. 6.4 From the commencement of the default, Jedox may demand interest of 8% p.a. above the current base interest rate. The parties reserve the right to prove and claim that the damages actually incurred were significantly higher or lower. Jedox's right to demand default interest amounting to four percentage points p.a. over the respective base interest rate, at least 5% p.a., from the due date in the case of a mutual commercial transaction remains unaffected. 6.5 If after the conclusion of the specific contract, it becomes apparent that the payment claim of Jedox will be endangered by the inability of customer to perform, Jedox shall be entitled to refuse its performance under the contract, including performance any preparatory acts. The right to refuse performance shall cease to exist once payment has been made or customer provides security for payment. Jedox can set a reasonable time limit for provision of such security. After expiration of such reasonable time limit, Jedox may rescind the contract. 6.6 For international deliveries within the European Union, customer shall furnish its VAT identification number which is used for income tax purposes in the importing country prior to the contractual delivery date. In the event that such VAT information is not provided or is provided incompletely, Jedox reserves the right to charge the applicable value-added tax to customer. 7. Customer's Rights related to the Software 7.1.1 If Jedox delivers standard software to the customer against payment of a one-off charge for any length of time, the customer shall receive the non-exclusive right, unlimited in duration, to duplicate the software to the extent such duplication is necessary for loading, viewing, running, transferring or saving the software contemporaneously on one (1) server for the simultaneous use by the maximum number of users as agreed in the contract ("Agreed Use"). The customer agrees to abide by the provisions relating to Agreed Use and agrees not to make the software available to additional users. Special, separate licenses can be purchased for test, backup or development systems. 7.1.2 To the extent that the standard software transferred free of charge has been licensed as Open Source software, the rights and obligations of the customer shall be those provided in the Open Source license which the software is licensed under. The relevant Open Source license agreement is included in the software. 7.1.3 To the extent that the software transferred free of charge is not Open Source software ("Freeware"), the customer shall have the non-exclusive, non-transferable right, not limited in time, to duplicate the software to the extent necessary to load, demonstrate, run, transfer or save the software ("Agreed Use"). The Customer shall only use the software according to this Agreed Use. The Customer is not permitted under any circumstances, without Jedox's written consent, to sell the software or to transfer the software to third parties free of charge. 7.2 The customer has the right to decompile, edit or duplicate the software to the extent that this is necessary to establish the interoperability of the software with other programs or to eliminate errors or bugs in the software. This applies, however, only where Jedox failed upon request to make the relevant, necessary information accessible to the customer within an appropriate time period. The customer is not entitled to decompile, translate, edit, arrange or rework the software in any other manner beyond the above authorization. 7.3 The operation of the software by third party businesses due to outsourcing requires Jedox's prior consent. 7.4 The customer is not entitled to generate copies or partial copies of the software on other media. This does not apply to the generation of a backup copy. The customer shall mark the backup copy with the words "Backup Copy". 7.5 The customer is entitled to sell software purchased from Jedox to third parties only if: a) it fully gives up the use of the software and destroys any existing copies of the software; b) it notifies Jedox of the name and address of such third party; and c) such third party gives to Jedox its consent to be bound by these General Terms in writing. If the customer violates this clause, customer shall owe Jedox a contractual penalty of half the amount that the third party would have had to pay under Jedox's current list of prices and conditions to obtain the software from Jedox, or half the purchase price agreed with the customer, whichever is greater. 7.6 The customer is not under any circumstances whatsoever entitled to permanently or temporarily rent, lease or otherwise make the software available to third parties. The customer's employees are not third parties for the purposes of this General Terms, as long as they use the software within their relationship of employment existing and according to the contract. 7.7 Upon request, and if there is a justified reason to inquire, the customer will allow Jedox or a third party acting on behalf of Jedox to investigate if the use of the software is within the restrictions and granted rights by Jedox. The customer will support Jedox in this investigation to its best abilities. 8. Lack of Conformity of the Goods or Documentation with Contract, Notice of Defects, Warranty 8.1. To the extent that Jedox transfers standard software, unlimited in time, against payment of a one-time fee, the following applies: 8. 1.1 If the purchase is a commercial transaction for both parties, the customer shall, if this is customary according to the ordinary business operations, inspect the product without delay and report any and all defects in writing, indicating the type and scope of the defect. The report must be received by Jedox within eight working days of the delivery in the case of obvious defects or within eight working days of the discovery in the case of concealed defects. If the report does not fulfil said requirements, the product will be deemed approved. 8.1.2 If, after the customer has given notice of lack of conformity, no actual lack of conformity of the product is found, the customer shall reimburse Jedox for the costs and expenses Jedox incurred in connection with the examination and inspection of the goods, provided that the unjustified report of defects is attributable to the fault of the customer. 8.1.3 Rights due to defects in quality can only arise if the product has a defect in quality at the time of transfer of risk. No rights due to defects in quality shall arise in the case of improper use or treatment of the product, unsuitable environment or operating conditions, defects caused by changes performed by the customer, insufficient maintenance, etc. 8.1.4 Subject to the provisions of clause 8.1.3, the customer may, at Jedox's discretion, demand supplementary performance in the form of elimination of the defect (rectification) or delivery of a product without any defects (replacement). The expenses required for the supplementary performance shall be borne by the customer if they are higher due to the fact that the product has been transported to a location other than the delivery address of the customer, unless the transport corresponds to its intended use. If Jedox is unwilling or unable to provide rectification/replacement, especially if such is unduly delayed for reasons for which Jedox is responsible, the customer shall, at its own discretion, be entitled to rescind the contract or reduce the purchase price if it cannot be expected to accept further supplementary performance attempts. In the case of a minor defect, the rescission of the contract by the customer is subject to Jedox's approval. 8.1.5 Once the customer exercises its right to rescind the contract, its right to use the licensed software shall end. In such case, the customer shall remove the software from all storage media and destroy all copies of the software and notify Jedox of this in writing. 8.1.6 Subject to sentence 2 of this paragraph, the statute of limitation period for claims due to defects in quality is one year. In the event of injury to life, body or health for which Jedox is responsible and in cases of intent and gross negligence, the statute of limitation period for claims due to defects in quality is two years. 8.1.7 Jedox's liability for defects of the goods shall be subject to the limits specified in clause 10. 8.2 In case of the granting of the use of software free of charge in accordance with clause 7.1.2 and 7.1.3, the rights of the customer with regards to flaws of the product as such are determined in accordance with the legal provisions regulating gifts. 9. Legal defects 9.1 In as far as Jedox transfers Standard Software for payment of a one-time flat fee, the following applies: 9.1.1 If the product is encumbered by a legal defect, the customer may demand a method of using the product that is not subject to any legal objection or provision of an equivalent product free of such defects. Jedox retains the right to determine which alternative product this may be. 9.1.2 The customer agrees to notify Jedox without delay and in writing if any third parties assert industrial or intellectual property rights (e.g. copyright or patent rights) in the product against customer. The customer authorises Jedox to pursue the dispute with the third party on behalf of customer. For as long as Jedox makes use of such authorisation, the customer shall not be permitted to acknowledge any such third party claims without the consent of Jedox; Jedox shall defend against such third party claims at its own expense and indemnify the customer in relation to all costs arising from such defense to the extent that such cost do not arise from of the customer's breach of obligations (e.g. use of the product in violation of the contract). 9.1.3 For damages resulting from legal defects of the products, the liability of Jedox shall be subject to the limits specified in clause 10. 9.2 In case of the granting of the software free of charge in accordance with clause 7.1.2 and 7.1.3, the rights of the customer with regards to legal defects are determined in accordance with the legal provisions regulating gifts. 10. Limitation of Liability 10.1 In as far as Jedox transfers Standard Software for payment of a one-time flat fee, the following applies: 10.1.1 Jedox shall be liable in accordance with the regulations of the German Product Liability Act (ProdHaftG) and in cases of inability and impossibility for which Jedox is responsible. Moreover, Jedox shall be liable for damages according to the statutory provisions in cases of intent, gross negligence, if Jedox provided a guarantee and in the event of injury to life, body or health for which Jedox is responsible. Apart from this, if Jedox, through simple negligence, breaches a duty whose fulfilment is essential to the proper performance of the contract and on whose fulfilment the customer may rely or a duty whose breach endangers the achievement of the purpose of the contract, Jedox's compensation duty shall be limited to the typical foreseeable damage; clause 4.3 concerning the limitation of liability in the event of late delivery remains unaffected. In all other cases of liability, compensation claims due to the breach of a duty from an obligation and due to tort are excluded, so that Jedox is not liable for lost profit or other monetary damage incurred by the customer. 10.1.2 If the customer failed to make backup copies in order to protect itself from loss of data, Jedox's liability in cases of simple negligence shall be limited to the recovery expenses that would have been incurred if backups had been made. 10.1.3 If Jedox's liability is excluded or limited due to the aforesaid provision, this shall also apply to the personal liability of Jedox's employees, staff members, representatives, and agents. 10.2 In case of a transfer of software free of charge in accordance with clause 7.1.2 and 7.1.3, Jedox is only liable for intent or gross negligence. 11. Reservation of Ownership Rights The ownership of the products and the rights under clause 7 shall pass to the customer only after payment in full of the purchase price as specified in clause 6.1. III. Concluding Provisions 12. Compliance Audit of Contract Terms Jedox may audit the records and IT-Systems of Licensee to ensure compliance with the contractual terms and conditions. Jedox may also commission a third party to perform such audits. Jedox will notify Licensee in writing at least ten (10) business days prior to any such audit. Any such audit will be conducted during Licensee's regular business hours at Licensee's offices and will not interfere unreasonably with Licensee's business activities. 13. Confidentiality 13.1 The parties hereto each undertake to treat in strict confidence all items (e.g. software, documentation, information) received from or that become known via the other party before the conclusion of or in the performance of the contract and that are protected by law, that include business or operational secrets or that are described as being confidential - during and beyond the term of the contract - unless they become known to the public without infringement of the duty to maintain confidentiality. The parties shall keep and safeguard all such items such that third parties are completely denied access to them. 13.2 The customer agrees that it shall make the contractual products available only to those of its employees and other third parties that require such access to perform their respective tasks. The customer agrees to instruct such persons on the need to maintain secrecy and confidentiality with respect to such items. 13.3 Jedox shall process customer's data required for the transaction in accordance with any pertinent data protection laws and regulations. 14. Place of Performance, Jurisdiction, Governing Law 14.1 Unless specifically agreed otherwise, the place of performance is Freiburg i. Breisgau, Germany. 14.2 These General Terms and all legal relationships between Jedox and the customer shall be governed by the law of the Federal Republic of Germany, under exclusion of the UN Convention on the International Sale of Goods (CISG). 14.3 If the customer is a merchant as defined in the German Commercial Code (HGB), an entity under public law or a fund under public law, the courts at the location of the registered office of Jedox in Germany shall have jurisdiction over all rights and obligations of the parties from all kinds of transactions, including disputes concerning bills of exchange and cheques. The same shall apply if the customer does not have a general domestic place of jurisdiction, if he moves his domicile or habitual place of residence abroad or if his domicile or habitual place of residence is not known when an action is filed.