Licensing terms and conditions of W. GESSMANN GmbH for the supply of standard software

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1 Licensing terms and conditions of W. GESSMANN GmbH for the supply of standard software IMPORTANT: Please read these terms and conditions carefully before installing and using the software. W. GESSMANN GmbH (hereinafter "GESSMANN") will only give you permission to use the software if you have fully accepted these license terms and conditions. Therefore, as part of the installation of the software you must agree to these licensing terms and conditions. 1. Scope 1.1 These licensing terms and conditions apply to all the contractual relationships between GESSMANN and its suppliers or contractual customers in which GESSMANN allows any supplier or contractual customer (hereinafter jointly also referred to as the "Customer"; all parties hereinafter also referred to jointly as the "Parties") to use the following standard software in commercial transactions: a) Software for suppliers for the purposes of testing building groups (hereinafter the "Test Software"); b) Software for contractual customers for configuring and setting parameters for controllers (Schaltgeräte) (hereinafter the "Configuration Software") (hereinafter also referred to jointly as the "Products"). 1.2 Any conflicting or supplemental terms and conditions, in particular, general terms and conditions of the Customer, shall not form part of the contract, even if GESSMANN concludes a contract without expressly objecting to such terms and conditions. 2. Subject matter of the contract 2.1 GESSMANN allows the Customer to use the Products in accordance with the provisions of these licensing terms and conditions as follows: a) GESSMANN allows the supplier to use the Test Software stipulated in 1.1.a free of charge for the duration of the contractual or supplier relationship between GESSMANN and the respective supplier. As a general rule, all of the following provisions that relate specifically to the Test Software or to the Products generally shall apply to the Test Software. Those provisions shall not apply that expressly relate to the Configuration Software, that exclude the Test Software from their scope of application or that are incompatible with the purpose and scope of the free usage of the Test Software. b) GESSMANN allows the contractual customer to use the Configuration Software stipulated in 1.1.b in return for payment for an unlimited period of time, in accordance with the respective individual order. The individual order shall in particular set out in detail the content and scope of the services, payment information and, if necessary, information relating to when the software will be supplied. In addition, the following provisions that relate to the Products generally or specifically to the Configuration Software shall apply to the Configuration Software. 2.2 GESSMANN is not obliged to provide the source code. W. Gessmann GmbH, Eppinger Str. 221, D Leingarten - 1 -

2 3. Supplying the Products 3.1 GESSMANN will make the Products available for downloading from the registered user area of its homepage (dl.gessmann.com). If GESSMANN considers user documentation relevant and holds such for the Products or will hold such in the future, this shall also be made available for downloading from the registered user area. 3.2 The Products are technical software. Once the Products have been downloaded, the Customer is obliged to have such installed without undue delay by the appropriate specialists and to test the Products functionality. Subsequent usage should also be carried out by qualified specialists. Information on the minimum system requirements shall also be made available for downloading from the registered user area provided GESSMANN considers such to be relevant in individual cases. 3.3 The Customer shall notify GESSMANN in writing of any errors and other defects without undue delay, in the case of hidden defects immediately upon detection. 3.4 GESSMANN is not obliged to update and further develop the Products (hereinafter "Updates" and "Upgrades"). If the Customer receives in individual cases Updates or Upgrades from GESSMANN - the Customer will be informed of such via - these licensing terms and conditions shall apply to those Updates or Upgrades. The Customer is obliged to install these Updates and Upgrades. GESSMANN will generally provide Updates and Upgrades free of charge. If Updates or Upgrades for the Configuration Software are developed and supplied by GESSMANN upon request by the Customer, the sum payable for such by the Customer shall be taken from the individual order. 4. Rights of use 4.1 The Products together with any user documentation provided are protected by law. Any rights, in particular copyrights, the rights to inventions as well as intellectual property rights (technische Schutzrechte) to the Products as well as to any other objects or information that GESSMANN provides or makes available to the Customer as part of or in connection with the usage of the Products shall belong to GESSMANN, even if the Products have been adjusted to meet the Customer's requirements. If the Products contain third party software or data from third parties, GESSMANN shall have the necessary rights to license such and grant rights of use to the Customer. 4.2 The following shall apply to the Test Software for suppliers: a) GESSMANN shall grant the supplier a simple, geographically unlimited and nontransferrable right of use to the Test Software which is limited to the term of the respective contractual or supplier relationship; the supplier is not entitled to the right to sub-licence. b) The supplier shall not be entitled to sell the Test Software to third parties or to pass on such software either in return for payment or free of charge. 4.3 The following shall apply to the Configuration Software for contractual customers: a) GESSMANN shall grant the contractual customer a simple, temporally and geographically unlimited right of use to the Configuration Software; the Customer is W. Gessmann GmbH, Eppinger Str. 221, D Leingarten - 2 -

3 not entitled to the right to sub-licence. b) The contractual customer shall only be entitled to permanently sell or pass on the Configuration Software for free including any user documentation to third parties by finally waiving its own use in full on condition that the name and address of the third party be provided to GESSMANN, that the third party declares to the contractual customer that it agrees that these licensing terms and conditions will continue to apply and that it is obliged towards GESSMANN to comply with these licensing terms and conditions. The contractual customer shall not pass on the Configuration Software to third parties if there are reasonable grounds for suspecting that the third party will breach these licensing terms and conditions. In the event that Software is passed on, the contractual customer must supply the third party with the Configuration Software together with any copies including backup copies or destroy the copies that are not supplied. As a consequence of the passing on of such software, the Customer's right to use the Configuration Software shall cease to exist. 4.4 The right of use shall entitle the Customer to install and use the Products on a single workstation in accordance with the number of single user licences (hereinafter "Single User Licence") purchased or supplied free of charge. 4.5 The Customer is entitled to make a backup copy of the Products provided this is necessary to backup any future usage and the copy is made by a person who is entitled to use the Products. Any other reproductions, which also include output of the program code to a printer as well as photocopying the existing user documentation, if any, may not be made by the Customer, unless these are absolutely necessary to ensure the proper use of the Products, including correcting errors. 4.6 Furthermore, the Customer is not entitled to rent, lease or pass on the Products or copies of the Products in any other way either permanently or temporarily to third parties, unless GESSMANN has expressly agreed in writing that such be supplied. 5. Changes to the Software 5.1 The Customer is not permitted to change or modify the Products, unless these changes or modifications are made to rectify an error and GESSMANN is behind schedule with the rectification of this error or refuses to rectify such. 5.2 The Customer is only permitted to modify the program code (decompiling and reengineering) by way of exception and in compliance with the statutory provisions, provided this is necessary to maintain the information required to enable interoperability with other programs. The Customer is in any case initially obliged to request the required information that the Customer wishes to gain access to by modifying the program code from GESSMANN and to give GESSMANN the opportunity to supply the necessary information within a reasonable period of time. If the aforesaid information is not provided by GESSMANN within the set reasonable deadline and if, as a result, the Customer is entitled to modify the program code by way of exception, the Customer is obliged to treat the information that it has gained access to as confidential. 5.3 Any removal of the copy protection or similar protective routine measures is only permitted if this protection mechanism affects or hinders uninterrupted product usage. The Customer shall bear the burden of proof that the uninterrupted usage was affected or hindered by the protection mechanism. 5.4 Copyright notices, serial numbers and other features that serve the purpose of identifying W. Gessmann GmbH, Eppinger Str. 221, D Leingarten - 3 -

4 the program may not be changed or removed. 6. Quality defects 6.1 The Products are suitable for the agreed usage or, in the event no contractual condition was agreed, for normal usage. They meet the criterion for practical compatibility and are of a quality typical for this type of software. GESSMANN shall not be liable if the Products do not meet the Customer s special requirements. The Customer shall be solely responsible for choice, installation and usage as well as for the results thereby intended. GESSMANN shall also not be liable for any defects if the Products are changed without authorisation or otherwise incorrectly used in a way improper or contrary to these licensing terms and conditions. 6.2 In accordance with clauses 3.2 and 3.3, the Customer is obliged to test the Configuration Software once it has been downloaded to ensure it is functional and to report any defects in writing without undue delay. If this duty is not fulfilled, the Configuration Software shall be deemed approved with regard to these defects. 6.3 In the event of a material defect (Sachmangel), GESSMANN shall be entitled to remedy such defect within a reasonable period of time upon receipt of the appropriate written notification from the contractual customer; GESSMANN can choose to either remedy the defect (remedy) (Nachbesserung), deliver Configuration Software that is free from defects (subsequent delivery) (Nachlieferung) or propose solutions that would guarantee that the Configuration Software is functional, despite the defect. The contractual customer shall bear the burden of proof regarding the existence of a defect from the date of receipt of the Configuration Software. 6.4 The contractual customer shall procure to assist GESSMANN in remedying the defect to the Configuration Software insofar as is possible, in particular with regard to providing the necessary information to remedy the defect and, if necessary, provide error logs. GESSMANN may also choose to remedy the defect by providing remote maintenance services, as defined in clause 10 of these licensing terms and conditions. The contractual customer shall ensure it has the necessary technical requirements and upon prior notification with a reasonable period of notice, shall allow GESSMANN access to the respective single workstation and, if necessary, to its computer systems. 6.5 If subsequent performance (Nacherfüllung) with regard to a defect in the Configuration Software under clause 6.3 finally fails, is finally refused by GESSMANN or is unreasonable for the contractual customer, the contractual customer shall, without prejudice to any claims for reimbursement of expenses or damages, be entitled to withdraw from the contract or adequately reduce the fees payable in accordance with the statutory provisions. Subsequent performance shall be deemed to have failed if after two attempts of subsequent performance have been made with regard to the same defect the defect has still not been remedied or the functionality of the Configuration Software has not otherwise been guaranteed. 6.6 Without prejudice to any claims for reimbursement of expenses or damages under clause 8 of these licensing terms and conditions, GESSMAMM shall not assume any guarantee or liability towards the supplier for errors in the Test Software, unless GESSMANN has fraudulently concealed (arglistig verschweigen) the error in the Test Software. In this case, clauses 6.2 to 6.5 shall apply accordingly. W. Gessmann GmbH, Eppinger Str. 221, D Leingarten - 4 -

5 7. Third party property rights 7.1 The Customer shall inform GESSMANN in writing without undue delay if a third party makes a claim against the Customer due to an infringement of industrial property rights (gewerbliche Schutzrechte) (trademarks, patents, etc.) or copyrights in connection with the Products. 7.2 The Customer shall grant GESSMANN the power to conduct disputes with third parties on its own, provided this is allowed and/or is possible. GESSMANN will at its own discretion and at its own expense either fulfil or reject the claims or settle such disputes by compromise. The Customer shall grant GESSMANN the necessary powers of attorney in each individual case. If it is not legally permissible and/or is not possible to grant the sole authority to conduct disputes with the third party on its own, the Customer shall conduct the disputes according to the instructions received from GESSMANN. GESSMANN shall insofar indemnify and hold the Customer harmless against any costs and damages. The aforesaid provisions shall apply irrespective of when the limitation period in clause 9 begins. 7.3 If the usage of the Configuration Software is impaired by third party property rights (Schutzrechte), GESSMANN shall within a reasonable period of time after the receipt of a property right infringement notice (Schutzrechtsbeanstandung) either obtain the rights of use from the third party or change or replace the Configuration Software in a reasonable manner so that the Software no longer falls under the protective area of the third party rights. 7.4 If GESSMANN cannot remedy the impairment caused by third party rights within a reasonable period of time or if due to other reasons and giving due consideration to the interests of both Parties such right is justified, the contractual customer shall be entitled, without prejudice to any claims for reimbursement of expenses or damages, to withdraw from the contract or adequately reduce the fees payable. 7.5 GESSMANN shall only be liable for impairments caused by third party rights if the contractual customer has used the Configuration Software properly and according to these licensing terms and conditions. Improper usage shall, in particular, be deemed if the Configuration Software has been changed by the Customer without authorisation or has been linked with data or other programs that have not been provided by GESSMANN and if this results in third party claims. If in these cases claims are made against GESSMANN, the Customer shall indemnify and hold GESSMANN harmless against such claims. 7.6 Clauses 7.3, 7.4 and 7.5 shall only apply accordingly to the Test Software if GESSMANN has fraudulently concealed (arglistig verschweigen) a defect in title (Rechtsmangel). The supplier shall indemnify and hold GESSMANN harmless against any claims by third parties and shall reimburse GESSMANN for any necessary legal costs incurred if and insofar as the Customer has used the Test Software without authorisation or otherwise incorrectly in a way improper or contrary to these licensing terms and conditions, as defined in 7.5, and if this results in third party claims. 8. Liability 8.1 GESSMANN shall only be liable for damages or compensation for wasted expenditure for whatever reason and on whatever legal basis in the event of: a) wilful misconduct (Vorsatz) or lack of a quality (Fehlen einer Beschaffenheit) that GESSMANN has guaranteed, in the full amount, W. Gessmann GmbH, Eppinger Str. 221, D Leingarten - 5 -

6 b) gross negligence (grobe Fahrlässigkeit) in the amount of the typical and foreseeable damage that was intended to be prevented by the breached duty, c) all other cases [i.e. slight negligence (leichte Fahrlässigkeit)] only if a material contractual obligation is breached and if the attainment of the contractual goal is at risk, and then only in the amount of the typical and foreseeable damage. 8.2 As part of the supply of the Test Software, GESSMANN shall only be liable under clauses 8.1.a and 8.1.b; GESSMANN's liability is excluded in the event of slight negligence (leichte Fahrlässigkeit). 8.3 The limitation of liability under clause 8.1 shall not apply to liability for personal injury and liability under the German Product Liability Act (Produkthaftungsgesetz). 8.4 The option of claiming contributory negligence (Einwand des Mitverschuldens) shall remain open to GESSMANN. This shall, in particular, apply to errors in installation, improper usage of the Products or usage in a way contrary to these licensing terms and conditions, insufficient backups and/or insufficient defending against malicious software as well as unwillingness to take action to minimise damage. 8.5 The Customer shall notify GESSMANN of any damage in writing without undue delay so that GESSMAN, if necessary also together with the Customer, can take action early to minimise damage. 9. Limitation 9.1 The limitation period for claims by the Customer shall be: a) in the event of a material defect (Sachmangel), provided no case of fraud (Arglist) occurs, one year from delivery of the Products; b) in the event of a defect in title (Rechtsmangel) from delivery of the Configuration Software, and in the event of claims for reimbursement of expenses or damages that are not based on material defects (Sachmängel) or defects in title (Rechtsmängel) from the point in time in which the Customer learned of the circumstances that caused the claim or would have learned of such without gross negligence (grobe Fahrlässigkeit), two years, provided the statutory limitation period set out in clause 9.2 of these licensing terms and conditions does not apply. 9.2 The statutory limitation period shall apply to all claims for reimbursement of expenses or damages due to wilful misconduct (Vorsatz), gross negligence (grobe Fahrlässigkeit), fraud (Arglist), personal injury and defects in title (Rechtsmangel), as defined by Sec. 438 (1) no. 1a German Civil Code (BGB). 10. Remote maintenance services 10.1 In the event of a software problem, as a voluntary service, GESSMANN shall offer the Customer remote maintenance services. The content and scope of remote maintenance services shall be at the sole discretion of GESSMANN. The Customer is not entitled to receive remote maintenance services In order to receive remote maintenance services, the Customer shall effect and use the W. Gessmann GmbH, Eppinger Str. 221, D Leingarten - 6 -

7 software tool provided in the registered user area. The remote maintenance services will then be carried out by GESSMANN via remote access. 11. Confidentiality 11.1 The Parties undertake to treat any confidential information, documentation, business secrets of the other Parties (hereinafter "Confidential Information") that they are or may become aware of before or as part of the supply of the Products or as a result of the contractual relations relating to the supply of the Products, also beyond the individual contractual relations, as confidential and shall not allow third parties access to such, unless: a) the information is already publically known and this has not infringed the confidentiality obligation; b) the other party has expressly consented to the disclosure in writing; c) the disclosure is legally necessary as a result of an official or court order or obligation to provide information. In this case, one Party will inform the other Party, to the extent permitted by law Confidential Information may only be disclosed to employees or other third parties who require access to such Confidential Information to carry out their duties. These persons must be informed that the information is confidential and that personal data must be protected Confidential Information shall, in particular, also include the content, functionality and design of the Software as well as details regarding the implementation of such. 12. Remuneration 12.1 The provision of the Test Software to the supplier shall be carried out free of charge The sum payable by the contractual customer for the provision of the Configuration Software shall be taken from the individual order. 13. Termination of contract and rights of use 13.1 Each party shall be entitled to terminate the contractual relationship for good cause (wichtiger Grund). A good cause (wichtiger Grund) for GESSMANN shall, in particular, be if the Customer does not pay the agreed sum despite the setting of a reasonable deadline or if the Customer significantly breaches clauses 4 or 5 of these licensing terms and conditions. The notice of termination must be given in writing (Schriftform) The supplier's rights to use to the Test Software shall end automatically when the respective supply contract with GESSMANN which forms the basis for the rights of use or the supplier relationship with GESSMANN ends Once the rights to use have been terminated the Customer shall delete or destroy the Products together with any copies of the Products within 30 days. The Customer shall inform GESSMANN without undue delay once the Products have been deleted or destroyed and if requested by GESSMANN provide confirmation in writing that such have W. Gessmann GmbH, Eppinger Str. 221, D Leingarten - 7 -

8 been deleted or destroyed. If GESSMANN has given its prior written consent the Customer shall be entitled to keep a copy of the Products for archiving purposes. 14. Set-off, right of retention and assignment 14.1 The Customer may only set off its own claims provided the claim is legally established, undisputed or acknowledged The Customer shall only be entitled to the right of retention or the right to object to nonperformance of the contract within the contractual relationship with GESSMANN The assignment of claims against GESSMANN - subject to the provisions of Sec. 354a German Commercial Code (HGB) - requires prior written consent from GESSMANN. 15. Final provisions 15.1 The legal relations between the Parties shall be governed by and construed in accordance with the laws of the Federal Republic of Germany under exclusion of the CISG Place of jurisdiction for all disputes arising out of or in connection with these licensing terms and conditions shall be Heilbronn, Germany. However, GESSMANN shall be entitled to file an action with the courts that have competent jurisdiction over the Customer's place of business Any changes and additions to these licensing terms and conditions must be made in writing to be valid (Schriftform). The same shall apply to the cancellation, modification or supplementation of the written form requirement Should one or more provisions of these licensing terms and conditions be or become invalid or void in whole or in part, this shall not affect the validity of the remaining provisions hereof. The Parties undertake to replace the invalid or void provision with such valid clause as comes closest to the economic purpose of the invalid or void provision. The same applies to any gaps in these licensing terms and conditions In the event of discrepancies the German version of these licensing terms and conditions shall prevail. (Status: August 2012) W. Gessmann GmbH, Eppinger Str. 221, D Leingarten - 8 -

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