Agreement on the licensing of the PARTS-PUBLISHER Offline viewer programs This Agreement is reached between you, the user of the software (Customer), and Docware GmbH, Kaiserstr. 30, D-90763 Fürth. Please read through the Agreement carefully. By declaring your approval at the end of the text, you will be agreeing to all the terms and conditions contained in the Agreement. If you do not agree to the terms and conditions of this Agreement, then you should turn the License Agreement down in the places provided. You will not then be able to use the programs. This Agreement contains the terms and conditions under which you will be granted a license to use the programs. This Agreement is a License Agreement and not a sales contract. The name of the Customer is deposited in the licence key, created by Docware. Therefore the name of the Customer appears when starting and closing the program. 1 License Terms, Scope of Usage of the PARTS-PUBLISHER Offline viewer programs: The customer obtains the following rights which are described in more detail below upon purchase of the programs. 1.1 Within the framework of PARTS-PUBLISHER software the following definition of the software licence relates solely to the PARTS-PUBLISHER Offline viewer programs 1.2 For a definite period Customer shall be granted the non-transferable, non-exclusive right in the PARTS-PUBLISHER Offline Viewer programs specified below, entitling it to use the programs provided by Docware in the manner described below. Customer is not entitled to put the programs at the disposal of third parties or to use them for third parties. 1.3 Viewer Programs: 1.3.1 Offline viewer programs: 1.3.1.1 Offline viewer programs are programs which enable completed offline catalogues to be read electronically, with or without the installation of, for example, CD or DVD data carriers. 1.4 External Programs: External programs may be integrated in the programs supplied by Docware. Customer shall be granted - likewise for a limited period - a simple, non-exclusive and non-transferable usufructuary right in such programs. The usufructuary right only entitles Customer to use such external programs for a certain purpose, i.e. for the same purpose as Docware's Offline viewer programs. Any other usage of these programs is strictly prohibited. Violations shall lead to the overall license being immediately terminated without notice. 1.5 For test versions, sample copies and programs provided by Docware free of charge, the terms given in the above paragraph shall apply until such time as Customer acquires a license for a commercial full version of the product concerned. The program provided is either for a limited period, or only functions for a restricted quantity of data, or only has restricted functions. Docware licenses the software "as viewed" exclusively for demonstration purposes. If the test version, sample copy or software provided free of charge is a version for a limited period, then the program will no longer function after a certain period (e.g. 15, 30 or 45 days) has lapsed after the installation date (which date shall determine when the time block is activated). On expiry of this period the below license shall terminate, unless it is renewed by Docware when a commercial full version license is bought. If the test version, sample copy or software provided free of charge involves a version for a limited quantity of data, then the program is limited and restricted to processing a given quantity of data (e.g. 300 or 500 data sets). The limit on the data quantity can be increased when a commercial full version license is bought from Docware. At the end of a fixed period, such test versions, sample copies and software provided free of charge will no longer function. At its own risk Customer may access data or data sets drawn up with a test version, a sample copy or software provided free of charge or a related product. Docware excludes all and any guarantees and warranties, and vis-à-vis Customer it restricts its liability for test versions, sample copies and software provided free of charge to gross negligence and intent. 1.6 Docware GmbH may revoke the license granted to Customer for important cause. Important cause for revoking a license shall be in particular if the data and programs provided for usage are used either for other purposes or for purposes not in accordance with the contract. Claims going beyond this shall remain unaffected. 1.7 All the rights in the programs and the documentation - either the original or a copy - shall remain with Docware. Docware's prior written approval is required for assignments of rights and obligations created under this agreement, in particular passing a program or program records on to third parties. Letting out the program is prohibited. 1.8 Making copies or other reproductions of programs or records which have been provided is exclusively permitted for internal use for back-up and archiving purposes. Customer must clearly indicate to third parties on the back-up copies and archive copies that the data carriers and the programs they contain originate from Docware. 1.9 Customer shall treat all the information about the programs, the methods and procedures used, and the records involving the licensed programs confidentially, and it shall take all necessary precautions to prevent unauthorised third-party access to the programs. 1.10 Customer shall be liable vis-à-vis Docware for damage caused by improper usage of the programs,in particular unauthorised disclosure of the programs or records to third parties.It is prohibited to create or improve a catalogue system resembling to the Parts-Publisher system by using the catalogue produced with the Parts-Publisher system or by analysing the structures created with theParts-Publisher system. 1.11 For each instance of infringement of the above duties, a contractual penalty of EUR 25,000 shall be due, with the defence of continuation in a related context being ruled out. Docware remains entitled to also claim damages amounting to the license fee. Customer is free to prove that the damage caused to Docware is equivalent to less than one license fee, or that no damage at all has been caused. 1.12 In the event of any violation of the cardinal duties laid down in the above provisions, Docware shall be entitled to immediately terminate the license without notice. From such time onwards, Customer shall no longer be entitled to continue operating the programs. If any of the above provisions is or becomes invalid, then it shall be substituted by another provision approximating the business purpose of the invalid provision as nearly as possible. 2 Performance Not Included: 2.1 As a matter of principle, the delivery shall not include the installation of the software at Customer's place of business. Thus the installation is not included in the software license. 2.2 Recording master data and similar preliminary tasks, or the delivery of any data carriers such as may be required, are likewise not included in the scope of performance. Insofar as such tasks have to be performed by Docware, they must be ordered separately and shall be subsequently charged in accordance with Docware's price list for services in force at the time when the services are rendered. 2.3 At Customer's request, Docware shall render the following services on the terms in force at the time, depending on the possibilities open to it: System analysis, system generation, making parameters, installation, instruction, support via data transmission and by telephone, advice on correcting faults after the guarantee period has expired. In the event of such services being rendered, Customer shall remain responsible for the overall performance and supervision of the work during which it is assisted by Docware's staff. If Docware writes programs on its own responsibility, this shall not count as support as defined in this provision. Services pursuant to Item 1.1 shall be individually recorded and invoiced. They must be confirmed by Customer in writing in each case. The prices shall depend on the respective price list in force at the time when performance is rendered. 3 Default, Impossibility, Rescission: 3.1 If we default in providing any item, and if we are guilty of gross negligence or intent in respect of such default, then we shall compensate Customer for all and any damage thus caused to it. In the event of slight negligence only, all Customer's claims shall be excluded. 3.2 In the event of non-delivery by our own suppliers, both parties shall be entitled to rescind the contract. 3.3 We are entitled to rescind the contract for the following reasons: 3.3.1 If it emerges - contrary to that which was assumed prior to conclusion of the contract - that Customer is not credit-worthy. Lack of credit-worthiness shall be assumed in the event of the protest of a bill or cheque, if Customer ceases making payments, or if an attempt to levy execution on the Customer is unsuccessful. This need not necessarily involve the relations between ourselves and Customer. 3.3.2 If it emerges that Customer has made false statements about its credit-worthiness, and if such statements are of major significance for the conclusion of the contract. 3.3.3 If goods subject to reservation of title are transferred other than during the course of Customer's normal business operations, in particular by way of assignment of security or attachment. Exceptions to this shall only be made if we have agreed to such transfer in writing. 3.3.4 We may also rescind the contract if after conclusion of the contract circumstances of import to the implementation of the contract occur without our being able to influence them, such that our performance becomes impossible or is made difficult to the extent that we cannot reasonably be expected to perform (e.g. non-delivery by our own suppliers for which we are not responsible, or delivery only under more difficult circumstances). 3.3.5 Finally, we are also entitled to rescind the contract if Customer violates a cardinal duty, in particular if it is guilty of failing to perform its obligation to observe care in respect of the handling of the goods subject to reservation of title. 3.3.6 In all other respects our right of rescission and Customer's right of rescission shall be governed by the statutory regulations. 4 Guarantee: Customer is aware that as technology currently stands, errors in programs and hardware cannot be ruled out. 4.1 Guarantee as follows: 4.1.1 For a newly produced item paid for by the customer - 12 months; for used items or free items or items licensed for testing, no guarantee shall be assumed. The guarantee period shall commence on the passing of risk to the Customer. 4.1.2 Customer must immediately inspect the programs and the hardware supplied for defects, and notify us in writing about any obvious defects within two weeks; otherwise guarantee claims may not be asserted. Punctually sending such notification shall suffice in order to meet the deadline. Hidden defects which only become apparent in the course of time must be reported by Customer without delay within the deadlines given above. 4.1.3 We shall only acknowledge complaints about defects if they are lodged in writing. Complaints made to field staff or other third parties shall not be deemed complaints made within the required period or in the required form. 4.1.4 Sending the programs and hardware back to us such as may be required in the event of a defect is only allowed with our prior consent. We are not obliged to accept items which are sent back without our consent. 4.1.5 In the event that a substitute delivery is made following a justified complaint about a defect, the provisions on delivery periods shall apply accordingly. We are to be given a reasonable period of at least three weeks in order to remedy defects by way of subsequent improvement or substitute delivery. 4.2 If there is a defect that has been thus ascertained and duly reported, then the purchaser shall have the following rights: 4.2.1 In the event of defects, the purchaser shall first of all have the right to demand from us subsequent performance. We shall render subsequent performance by remedying the defect or making a new delivery, at our option. We may also provide temporary circumvention of the defect, provided such circumvention does not impair Customer's handling of the program to an unreasonable extent. Whether to deliver a new item or remedy the defect shall be decided at our own discretion. 4.2.2 Furthermore, if two attempts at subsequent performance fail we have the right to make another attempt at subsequent performance within a reasonable period, the nature of which performance shall again be at our option. Only when the third attempt at subsequent performance fails shall the purchaser be entitled to rescind the contract or to reduce the purchase price because of the defect. 4.3 The purchaser may only demand damages or the refunding of wasted expenses in cases of grossly negligent or wilful violation of our obligation to supply items free of defects. The purchaser must prove the reason for and the amount of the damage caused. The same applies to its wasted expenses. 4.4 The onus of proof for defects shall lie with the purchaser. 4.5 If Customer receives substandard installation instructions, then we shall only be under obligation to supply installation instructions without any mistakes, but only if the mistake in the installation instructions would impede proper installation. 4.6 Customer's claims to damages for defects shall become statute-barred one year after delivery of the programs. This shall not apply if we are guilty of gross negligence or in the event of attributable injury to human life or limb or health hazards. 4.7 The guarantee shall not apply to defects that are caused because Customer allowed tasks to be carried out by persons not authorised by ourselves or by the manufacturer of the programs or hardware, or because the contractual objects have been altered or extended by Customer itself, unless Customer proves that such alterations and extensions are not the cause of the defect. If the defect reported by Customer cannot be found when a check is made, then Customer shall bear the cost of the check if it is a merchant. 4.8 In the event of any defects, we shall repair the contractual object at our headquarters or at Customer's place of business, at our option. If there is any defect which can only be repaired on the spot at Customer's place of business, then we shall only pay the costs thus incurred as far as the place where the object was intended to be used on the date of conclusion of the contract. If nothing has been agreed and if nothing ensues from the circumstances, then we shall only be obliged to repair the object at Customer's place of business. Customer shall bear any extra costs incurred by the fact that Customer has taken the object to a place other than that where installation was originally planned. 4.9 If any claims are imposed on Customer due to the objects delivered or licensed hereunder infringing any protective rights in Germany, then we shall refund to Customer all the costs and damages ordered res judicata, provided we are notified in writing without delay about any such claims and given all the necessary information by Customer, provided Customer performs it general obligations to cooperate, provided we can take the final decision on whether to ward off or settle the claim, and provided we are guilty of the infringement of the protective rights. If it is established res judicata that further usage of the contractual objects infringes third-party protective rights in Germany, or if we are of the opinion that there is a risk of action being brought for the protection of protective rights, then at our own expense and at our own option - as long as liability does not lapse - we may procure for Customer the right to continue using the objects, or exchange them or alter them in such a manner that they do not constitute an infringement, or take back the contractual objects and refund their value to Customer, deducting compensation for the usage made of them so far. Compensation for usage shall be calculated on the basis of the assumed depreciation period of 3 years, such that 1/36 of the price has to be paid for each month of usage. 4.10 We shall only be liable for damage ensuing from defects in the objects if such liability is due to at least grossly negligent violation of duty on our part or on the part of our legal representative or on the part of a party assisting us in performing our obligations. The above limitation shall expressly not apply if a grossly negligent violation of duty on our part or on the part of our legal representative or on the part of a party assisting us in performing our obligations creates liability for losses resulting from injury to human life or limb or health hazards. Insofar as we have assumed a guarantee to the effect that the transferred object will have certain characteristics over a fixed period, the above provisions on the obligations to inspect the object and lodge complaints and the clause on the number of attempts at subsequent performance shall not apply. 4.11 No guarantee is assumed for support work. 4.12 Docware shall not give any guarantee for programs or hardware provided on trial which Customer has taken on after testing their usability. 4.13 Handling of external guarantees: Guarantees are promises of performance given to Customer by the manufacturer. They do not therefore create any obligation on our part. Customer itself is therefore under obligation to ensure at its own expense that the conditions for asserting claims under the guarantee are met. We are prepared to carry out the aforementioned tasks at Customer's request. For this, separate services must be ordered by Customer at cost. 5 Liability for All Other Violations of Duty: 5.1 Notwithstanding the provisions on guarantee and other specific arrangements made hereunder, the following shall apply in cases where we violate duty: We shall be liable for unlimited damages on behalf of our employees and those assisting us in performing our obligations, also for slight negligence, in the event of injury to human life or limb or health hazards. Beyond this we shall only be liable to the following extent:Customer must grant us a reasonable period for subsequent performance in order to rectify the violation of duty, which period may not be less than three weeks. Only after the period for subsequent performance has expired to no avail may Customer rescind the contract and/or demand compensation. 5.2 Customer may only demand compensation in cases of grossly negligent or wilful violation of duty on our part. In all events, compensation shall be restricted to the amount of the purchase price. 5.3 If Customer is solely or largely responsible for circumstances which would justify its rescission of the contract, or if the circumstance justifying rescission occurs during Customer's default in acceptance, then rescission shall be excluded. If Customer is a business, then the following shall apply: 5.3.1 Customer may only demand compensation in cases of grossly negligent or wilful violation of duty on our part. Compensation in lieu of performance (in the event of non-performance, German Civil Code § 280 (3) in conjunction with § 281) and damages for delay (German Civil Code § 280 (2) in conjunction with § 286) shall be limited to negative interest. Compensation for non-performance or for performance not duly rendered (German Civil Code § 282) shall be restricted to the amount of the purchase price. Compensation in lieu of performance when the obligation to render performance is ruled out (impossibility) is excluded. In all events, compensation is limited to EUR 25,000 per claim, and to two claims per year. 5.3.2 Our liability for deception and under the law on product liability shall remain unaffected. 5.4 Customer must assume joint responsibility in the event of e.g. insufficient cooperation (e.g. also insufficient reports on defects, organisational errors, or insufficient back-ups). We shall be liable for the recovery of data only insofar as Customer has taken normal and adequate precautions for data saving, and has at the same time made sure that the data and programs in machine-readable form can be reconstructed with reasonable effort. In particular, before each of the above tasks, Customer is under obligation to make a back-up and to check and document the success of the saving of data. If Customer has failed to do this, then it is under obligation to tell our member of staff so before any work commences. If our members of staff make the back-up and check its success, then Customer shall pay the cost for this. The costs shall be charged in accordance with our price list in force at the time. 5.5 Procurement Risk We shall not assume any procurement risk for articles which have been ordered and cannot be supplied at once. The assumption of any guarantees whatsoever is excluded, unless an express written agreement to this effect has been reached with Customer. The above limitations of liability shall not apply to foreseeable damage caused due to the violation of cardinal duties. In any such event, however, we shall only be liable insofar as the damage was predictable. We shall not assume any liability for unforeseeable excess risks. 5.6 The above limitation shall also expressly not apply if a culpable violation of duty on our part or on the part of our legal representatives or on the part of a party assisting us in performing our obligations causes liability for losses resulting from injury to life and limb or health hazards. 6 Export Regulations: If Customer intends to export programs or hardware supplied by Docware - insofar as it is entitled to do so under the contract - then Customer must comply with the export regulations in force in the Federal Republic of Germany. Customer shall make available to Docware all the information and statements which Docware in turn requires for complying with domestic export regulations. 7 General Notes: 7.1 If Docware receives confidential records from Customer which are marked as such, then Docware shall instruct its employees to treat such documents confidentially. The same applies to Customer. 7.2 Supplementing this Agreement, Docware's General Terms of Business shall apply. They shall be sent to Customer on request. 7.3 Agreements diverging from or in addition to the above provisions shall only be effective if recorded in a written supplement to this Agreement referring to the altered clauses. 7.4 If one or any of the above provisions is invalid, the remaining terms shall remain unaffected. Docware and Customer shall be under obligation in any such case to substitute an ineffective clause with a valid one approximating the ineffective one as nearly as possible in business terms. If the Agreement inadvertently contains a gap, then Docware and Customer shall be under obligation to bridge it with an arrangement approximating as nearly as possible the business objective of the overall Agreement. 7.5 If Customer is a registered merchant, a legal entity under public law, or a special public law trust, or if Customer's registered headquarters are abroad, then sole venue for all and any disputes arising from the contractual relationship or about its effectiveness shall be the location of Customer's place of business or of Docware's place of business in Fuerth, at Docware's option. 7.6 This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Federal Republic of Germany. CISG is expressly excluded. The place of all and any disputes arising from the contractual relationship or about its effectiveness shall be the location of Customer's place of business or of Docware's place of business in Fuerth, defined by the claimant. The language shall be English. © Docware GmbH, Kaiserstrasse 30, 90763 Fürth, Telephone +49 911/9 77 59-0, Fax +49 911/9 77 59-99, E-mail: info@docware.de, Internet: http://www.docware.de Subject to change without notice 11.12.2013