Licensing conditions for DaIM ® Licensor: Indevo GmbH, Sildemower Weg 12, 18059 Rostock, Germany 1. General Indevo GmbH (hereinafter referred to as "Indevo") has developed the modular app DaIM ®, hereinafter referred to as "App". This App, which is copyrighted in favor of Indevo, is a Microsoft-based "Dynamics 365 for Customer Engagement & PowerApps" application. DaIM supports the implementation of standards-based requirements according to the International Organization for Standardization (ISO) defined High Level Structure for quality, environmental, information security, occupational health and safety, and energy management systems (Q-HSE-E & I for short). The following terms of use apply exclusively to entrepreneurs in the sense of § 14 of the German Civil Code (BGB). 2. Performance obligations of Indevo 2.01 Subject Matter of the Contract These license terms apply in their current version to DaIM ® in all its versions and releases, including improvements and modifications for which Indevo has granted a license. The source code of DaIM ® is not subject matter of the contract and will not be handed over. Enhancements and evaluations performed by Licensee are not subject matter of this Agreement. 2.02 Use Indevo provides DaIM ® to the License for use via the Microsoft Power Platform of the Licensee's respective client. The Licensee thus receives the technical possibility and authorization to use DaIM ® in its own environment. The licensee is also entitled to authorize persons external to the company, e.g. consultants, auditors, suppliers, to use DaIM ®, provided that they are not in competition with Indevo. In direct competition are companies whose products or services can be considered comparable, interchangeable or substitutable with Indevo's goods or services due to their characteristics, price range and intended use. 2.03 Languages Indevo provides user documentation in German and English in electronic form within DaIM ®. This documentation contains more detailed instructions and provisions for the use of DaIM ®. 2.04 Exclusion of services The transfer of Indevo's contractual services is the integration of the App into an environment of the Licensee's Microsoft Power Platform. The connection of the Licensee to the Internet, the maintenance of the network connection as well as the procurement and provision of the hardware and Microsoft licenses required on the side of the Licensee are not part of Indevo's obligations. 2.05 Availability The availability of DaIM ® is determined by the availability of the Licensee's environment in which DaIM ® has been installed. Interruptions and limitations of the availability are subject to the maintenance and update policies of the licensee or Microsoft. In order to ensure availability through updates, updates will take place outside of business hours, unless intervention is required for reasons that cannot be postponed. If maintenance work is required during peak hours and DaIM ® is therefore not available, Indevo will inform Licensee about this in due time, if possible. Indevo is not responsible for internet/network related downtimes during which DaIM ® is not available due to technical or other problems beyond Indevo's control (e.g. force majeure, fault of third parties, etc.). 2.06 Security The licensee is responsible for the security of DaIM ® and the respective environment. This also applies to the protection against unauthorized access to the data of the licensee and against the transmission of harmful data, especially viruses. The Licensee shall be solely responsible for compliance with retention periods under commercial and tax law. The Licensee shall be responsible for data backup. 2.07 Updates Indevo takes over the maintenance of DaIM ® (updates or upgrades) within the scope of the concluded maintenance agreement. 2.08 Customer Service Indevo supports the licensee in case of disruptions of the contractual use of DaIM ®. The Licensee can make use of the customer service from Monday to Friday (except on national holidays) from 08:00 a.m. to 6:00 p.m. by telephone or e-mail. The contact details will be provided to the Licensee's contact persons upon conclusion of the contract. Indevo will answer customer service inquiries within the scope of its operational and personnel capacities at short notice. Indevo will process requests of the Licensee via remote access, as far as the respective problem allows this. Support will be provided in German and English. 2.09 Additional Services Unless expressly agreed in writing, Indevo does not owe any additional services. In particular, Indevo is not obligated to provide installation, setup, consulting, customization and/or training services, to connect third party systems via connectors or to create and provide individual programming or additional programs. Indevo may, however, provide these services by written agreement with Licensee against separate remuneration. All rights to contents in the services and the documentation are exclusively reserved to Indevo. 3. Obligations of the licensee 3.01 Technical Availability The Licensee shall ensure that the users of DaIM ® have an Internet connection and suitable software and hardware equipment or configuration, including the Microsoft Power Platform, in accordance with the provisions of this Agreement. The operation and maintenance of these technical requirements are the sole responsibility of the Licensee. 3.02 Data backup Licensee is responsible for regularly backing up its data. 3.03 Access authorization The provision and administration of the necessary Microsoft licenses is the responsibility of the Licensee. The organization's own access authorizations are used for identification and authentication. As soon as Licensee has indications that the usage and access authorizations have been illegally obtained by a third party or could be misused, Licensee shall inform Indevo immediately. Indevo will obtain the required system administrator access on Licensee's DaIM ® environment free of charge for the term of the Agreement. 3.04 Violation of Third Party Rights The licensee shall not use DaIM ® or allow it to be used improperly in any way, in particular shall not transmit any content with illegal content and shall not post any data or content that violates legal provisions, infringes third party property rights or copyrights or other rights of third parties. The Licensee is responsible for the data and content provided by him. Indevo does not check the contents for correctness. The licensee will refrain from any attempt to retrieve information or data unauthorized by himself or by unauthorized third parties or to interfere or allow interference with the managed solution DaIM ®. 3.05 Malfunctions Malfunctions are to be reported immediately by telephone, or by e-mail, stating the detailed nature of the malfunction. Licensee shall support Indevo in troubleshooting to a reasonable extent free of charge. In particular, he will provide all necessary documents, data, etc. that Indevo needs to analyze and eliminate the defects. 3.06 Unjustified Notification of Defects If after or during the examination of a defect by Indevo it turns out that the defect does not fall within Indevo's area of responsibility, Licensee may be charged the costs for the expenses incurred for the defect analysis according to the applicable hourly rates. This also applies if the licensee repeatedly makes unjustified, unfounded error reports which, after examination by Indevo, turn out not to exist. This does not apply if the Licensee could not recognize that the malfunction does not exist or does not fall within Indevo's area of responsibility, even if the Licensee had exercised the required diligence. 3.07 Breach of obligations In the event of a serious breach by Licensee of its obligations under this Agreement as well as in the event of repeated breaches, Indevo shall be entitled, at its discretion, to temporarily discontinue Licensee's use of the contractual Services in whole or in part or to terminate the contractual relationship for good cause and without notice. Expenses incurred by Indevo as a result of the aforementioned measures may be charged to Licensee at the prices applicable at Indevo from time to time. If Licensee is responsible for the infringement, Licensee shall further be obligated to compensate Indevo for any resulting damage. Further claims of Indevo remain unaffected. 4 Remuneration 4.01 Provision Fees The remuneration for the use of DaIM ® according to this contract is regulated in the offer. It consists of one-time and ongoing fees for the provision of DaIM ®. Insofar as Indevo provides further services not expressly mentioned herein, the respective prices valid at Indevo shall apply. 4.02 Terms of Payment Unless otherwise agreed, the ongoing fees shall be payable annually in advance upon receipt of the invoice by Licensee within 14 days without deduction. Unless otherwise agreed, other payments shall be made after the respective service has been rendered and the Licenses has received the invoice. 4.03 Price changes In order to compensate for increased personnel and other costs, Indevo has the right to change the prices and remunerations for the contractual services. However, such a price change is permitted at the earliest at the end of the minimum term and only once per contract year. Indevo will notify the Licensee of the change in writing at least six weeks before it takes effect. In case the Licensee does not accept the price increase, he is entitled to terminate the contract as a whole with a notice period of one month to the end of the calendar month if the price increase amounts to more than 10% of the previous price. In the event of termination, the prices which have not been increased up to the effective date of the termination shall apply. 5. contract period, termination 5.01 Minimum contract term Unless otherwise agreed, the minimum contract term shall be three (3) years ("Minimum Contract Term") and shall commence on the day DaIM ® is made available for operation. 5.02 Extension If the contract is not duly terminated at the end of the contract term, the contract shall be automatically extended by one (1) year at a time. 5.03 Period of notice Subject to the above provisions, the contractual relationship may be terminated by either party at the earliest at the end of the minimum term. In this case, the notice period shall be three (3) months to the end of the minimum term. After expiry of the minimum term, the contract may be terminated subject to the above provisions with a notice period of three (3) months to the end of a contractual year. 5.04 Changes of Services Indevo may change the scope of functions at any time in a way that is reasonable for the Licensee. The change is reasonable in particular if it becomes necessary for an important reason, such as functional disruption , improvement of performance, as described in the offer and the user documentation, continue to be substantially fulfilled. Indevo will notify Licensee of the change in writing or by e-mail at least six weeks prior to the effective date, unless there are compelling technical or legal reasons to the contrary. 5.05 Objection In case of significant changes in Indevo's offer, Licensee may object to the changes in writing or by email within a period of two weeks from receipt of the change notification. If Licensee does not object, the changes and amendments shall become part of the contract. Indevo will point this out to the Licensee in the change notice. If Licensee objects to the amendment in due time, Indevo may terminate the contract with due notice at the next possible point in time. 5.06 Right of Termination The right to terminate for good cause remains unaffected. An important reason for termination exists in particular if: - a contractual partner breaches material obligations or repeatedly breaches non-material obligations under the contract and does not remedy the breach within a reasonable period of time even after being requested to do so by the other contractual partner, or - one of the contracting parties cannot reasonably be expected to adhere to the contract due to force majeure, or - insolvency proceedings have been instituted against the assets of the other contracting party or such proceedings are imminent. Notice of termination shall be given in writing. 5.07 Force Majeure Indevo shall be released from its obligation to perform under this contract if and to the extent that the failure to perform is due to the occurrence of circumstances of force majeure after the conclusion of the contract. Circumstances of force majeure are e.g. wars, strikes, riots, expropriation, storms, floods and other natural disasters as well as other circumstances beyond Indevo's control (in particular water ingress, power failures and interruption or destruction of data-carrying lines). 5.08 Change of Microsoft Services Indevo is released from the obligation to perform under this contract if Microsoft discontinues the service of the Power Platform or components relevant for DaIM ®. In this case the contract runs until the end of the contract period. 5.09 Termination of the contractual relationship In the event of termination of the contractual relationship, for whatever reason, the contracting parties are obliged to wind up the contractual relationship in an orderly manner. 6. Liability 6.01 General The contracting parties shall be liable without limitation for intent and gross negligence. 6.02 Notice of Defects Licensee shall immediately notify Indevo of any defects that have occurred in writing or by e-mail. The deadlines for rectification of defects shall be reasonably agreed upon. 6.03 Material Defects A material defect shall only exist if DaIM ® does not have the contractually agreed quality or is not suitable for the contractually presumed use. The contractual quality of DaIM ® results in particular from the provisions of this contract and the specifications in the user documentation and the offer. Insignificant deviations do not constitute a defect. Insignificant deviations are not those which affect the stored data in such a way that an expedient economically meaningful use of essential parts of DaIM ® is not possible or only possible to a very limited extent. In case of doubt, a mere slowing down of the program flow is to be regarded as an insignificant deviation. Malfunctions resulting from improper operation of DaIM ® by the licensee, in particular from non-compliance with usage requirements or instructions in accordance with the documentation provided, do not constitute a defect. 6.04 Remedy of Defects If the Services to be provided by Indevo under this Agreement are defective, Indevo shall, upon receipt of a written notice of defect from Licensee, within a reasonable period of time, at its option either remedy the defect, provide the Services again or circumvent the defect in such a way that Licensee is able to use DaIM ® in accordance with the Agreement. Indevo shall have at least two attempts to do so. 6.05 Termination If the defect-free performance fails more than twice for reasons for which Indevo is responsible, even within a reasonable period of time set by Licensee (at least 30 days), Licensee may terminate the contract without notice or claim a price reduction. The termination without notice is only possible as long as it is a defect that prevents the operation of DaIM ®, which significantly restricts the use of DaIM ® or several minor defects as a whole make the use of DaIM ® unreasonable for the licensee. The right of reduction is limited to the amount of the remuneration due for the defective part of the service. 6.06 Liability for damages Indevo shall only be liable for slight negligence in case of breach of an essential contractual obligation (cardinal obligation) as well as in case of damage resulting from injury to life, body or health. In the event of a slightly negligent breach of cardinal obligations, however, the obligation to pay compensation shall be limited to the foreseeable damage typical for the contract, however, to a maximum amount of € 25,000 per damage event. Indevo shall not be liable for lack of economic success, loss of profit, indirect damages, consequential harm caused by a defect and claims of third parties with the exception of claims for infringement of third party intellectual property rights according to Section 7.067.06. 6.07 Data backup In the event of a loss of data for which Indevo is responsible, Indevo shall be liable exclusively for the costs of copying and restoring the data backup created by Licensee. 6.08 Product Liability Any liability of Indevo for warranties and for claims based on the Product Liability Act remains unaffected. 7 Data Protection and Confidentiality 7.01 Obligation Both contracting parties shall observe the applicable data protection regulations, in particular those valid in Germany, and shall oblige their employees employed in connection with the contract to maintain data secrecy, unless they are already under a general obligation to do so. 7.02 Exemption If Licensee collects, processes or uses personal data itself or through Indevo, it warrants that it is entitled to do so in accordance with the applicable provisions, in particular the provisions of data protection law, and shall indemnify Indevo against all claims of third parties in the event of a violation. 7.03 Authority to Dispose Licensee is solely entitled with regard to the right of disposal and ownership of all Licensee-specific data (entered data, processed, stored data, issued data). Indevo does not exercise any control over the data and content stored for the Licensee with regard to a legal admissibility of the collection, processing and/or use; this responsibility is solely assumed by the Licensee. 7.04 Confidential Information The Parties shall treat as confidential and use only for the performance of this Agreement all documents, information and data received by them for the performance of this Agreement which are confidential or are designated to them as confidential. Confidential information includes, but is not limited to, the following: • Technical and non-technical information in any form, technical specifications, all source code, object code, queries, reports and dashboards, printed reports, flowcharts, drawings or sketches, models, know-how, processes and workflows, algorithms, databases, formulas in any form, and any notes, memoranda or records, regardless of who creates such work or on what media it is stored • Product and marketing plans, licensee lists, financial information or projections, business policies or practices, regardless of the type of media on which they are stored • quotations or other commercial proposals and pricing information prepared solely for Buyer and/or provided to Buyer by Supplier; and • any excerpt, summary, report, analysis, material preceding the development of any of the foregoing and any derivative works thereof. 7.05 Third Parties Involved The Parties shall impose a corresponding obligation on their employees and involved third parties, esp. subcontractors, affected by this Agreement. These obligations shall remain in force even after termination of this contract, for whatever reason, for a further two years, calculated from the end of the contract. 7.06 Industrial property rights of third parties Insofar as Licensee is held liable for an infringement of industrial property rights and copyrights of third parties due to the contractual use of the Services provided by Indevo, Indevo shall indemnify Licensee against such claims under the following conditions: • Licensee shall notify Indevo in writing without undue delay as soon as it becomes aware of the claims asserted against it, and • Licensee grants Indevo control over all defense actions and settlement negotiations. In particular, Licensee shall not make any judicial or extrajudicial acknowledgement of any claims of the third party, and • Licensee shall provide Indevo with reasonable assistance in defending or settling the claims. In addition to the indemnification obligation under the preceding clause, Indevo shall only be liable to Licensee for damages due to the infringement of third party intellectual property rights if Indevo is at fault for the infringement. Licensee's rights under this clause do not exist if the infringement of third party intellectual property rights results from Licensee having made a modification to the contractual services that was not approved by Indevo in writing within the scope of this Agreement or in any other way, having used the contractual services in a way other than for the purpose of this Agreement, having combined them with hardware or other software that does not comply with the requirements specified or referred to in this Agreement or having disregarded data protection regulations. 8. final provisions 8.01 Place of jurisdiction The contract is subject to the law of the Federal Republic of Germany. Place of performance and jurisdiction is the registered office of the Licensor. However, Indevo is also entitled to file suit at Licensee's place of business. 8.02 Amendments Amendments and supplements to this contract must be made in writing to be effective. They must be designated as such. This shall also apply to any amendment to the written form agreement. No verbal collateral agreements have been made. 8.03 Contradiction In the event of contradictions between these Terms of Use and the Offer, the Offer shall prevail. 8.04 Language The contractual language is German. Translations into other languages are for convenience only and are not legally binding. 8.05 Severability clause Should any provision be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall be obliged, within the scope of what is reasonable and in good faith, to replace the invalid provision with a permissible provision that is equivalent to it in terms of economic success, provided that this does not result in any significant change to the content of the contract.