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Tentris GmbH
END USER LICENSE AGREEMENT
TentrisDB (Non-Commercial Version)

IMPORTANT: READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE USING THESOFTWARE.

This EULA is by and between Tentris GmbH, Obernstraße 50,33602 Bielefeld, Germany (“Tentris”), and you — whether an individual using theSoftware for your own private, academic, educational, scientific, evaluation orresearch purposes, or a business entity for whom you are acting (collectively“You”, “Your” or “Licensee”). Tentris may provide the Software (as definedbelow) from any of its affiliates (collectively, “Us”, “Our” or “We”). Tentrisand Licensee may each hereinafter be referred to individually as a “Party” orcollectively as the “Parties”.

By downloading, installing or using the Software, Youexpressly consent and agree to be legally bound by all of the terms andconditions of this EULA. If Licensee is a business entity, the individualaccepting this EULA affirms to be authorized by that business entity to do soon its behalf.

If You do not agree to all of the terms and conditions ofthis EULA, You may not download, install, copy or otherwise use the Software(or any portion thereof). If You do not accept the terms of this EULA, You donot have a License to, and are prohibited from, using the Software. If You havealready downloaded or installed the Software, You must immediately remove anddelete the Software from Your system and destroy all copies. If You and Tentrishave entered into a separate written agreement for the Software, the terms ofthat separate agreement shall prevail over this EULA, unless that separateagreement expressly provides otherwise. This EULA consists of the terms andconditions set forth below and any attachments, addenda or exhibits referencingthis EULA, and shall exclusively apply to the Software. Any general terms andconditions of Licensee shall not apply, even if Tentris has not expresslyobjected to them, unless Tentris has expressly agreed to their applicability inwriting.

1. Definitions

The following definitions shall apply:

1.1.

“Benchmarking Information” means any data, analysisor opinion, in any form, that relates to any test, evaluation or assessment ofthe performance of the Software, whether or not the Software is named andwhether or not it is compared with other software.

1.2.

“Content” means all data and content that Licensee enters oruploads using the Software.

1.3.

“Feedback” means suggestions, comments, bug and test reportsand other feedback that Licensee provides to Tentris regarding the Software.

1.4.

“License” means the non-exclusive,non-sublicensable, non-transferable, royalty-free and revocable right grantedto Licensee under this EULA to use the Software solely for Non-Commercial Usein accordance with the terms and conditions of this EULA.

1.5.

“Non-Commercial Use” means use of the Software solely forprivate, academic, educational, scientific, evaluation or research purposes,and expressly excludes any use (i) by or on behalf of a for-profit entity in connectionwith its business operations, (ii) in a production environment, (iii) toprovide services to any third party for a fee or other consideration, or (iv)that otherwise generates, or is intended to generate, revenue or othercommercial advantage for Licensee or any third party.

1.6.

“Software” means the non-commercial version of “TentrisDB”,the graph database software and clients and drivers provided by Tentris, aswell as any modification, error correction, patch, bug fix, etc. that Tentrismakes in any form whatsoever. The Software may be distributed together withcertain Third Party Components; such Third Party Components are not part of theSoftware for purposes of the License granted in Section 2.1 and are licensedseparately under their own terms.

1.7.

“Third Party Components” means software, code orrelated materials from third parties, including “open source” or “freeware”software, that is distributed with, or otherwise made use of by, the Software.

2. License and Restrictions

2.1.

Tentris hereby grants to Licensee a non-exclusive,non-sublicensable, non-transferable, royalty-free and revocable License to usethe Software solely for Non-Commercial Use. Tentris retains ownership of theSoftware, and each copy thereof, which are protected by German copyright lawand international treaty provisions. This License grants Licensee certainrights to use the Software; it is not a sale. No rights are granted to anySoftware, or for any use, beyond Non-Commercial Use as defined in this EULA.

2.2.

Licensee may not: use the Software in a way that circumventsany usage limits or other limitations set forth in this EULA; reverse engineer,disassemble, modify, translate, or attempt to discover the source code of theSoftware in whole or in part; grant any further rights to use the Software;create derivative works based on the Software in whole or in part; tamper with,alter, disable or circumvent any built-in usage restrictions or technicalprotection measures of the Software; remove or alter any trademark, copyright,logo or other proprietary notice in the Software; or otherwise use the Softwarein breach of applicable law, this EULA, or other instructions notified byTentris.

2.3.

Licensee may publish Benchmarking Information freely,provided that neither Tentris nor the Software is named, identified orotherwise made reasonably identifiable in the publication or presentation. IfLicensee wishes to publish Benchmarking Information in which Tentris or theSoftware is named or identifiable, Licensee shall contact Tentris at leastthirty (30) days in advance and may do so only with Tentris’s prior approval.

2.4.

Without Tentris’s consent, Licensee is not allowed tochange, edit or copy the Software to an extent that is not in accordance withthe designated use permitted under § 69d of the German Copyright Act (“UrhG”).Each copy must reproduce all copyright and other proprietary rights notices onor in the Software. Decompilation is only permitted in accordance with § 69eUrhG.

2.5.

The Software shall not be sold, rented, sublicensedor otherwise distributed in tangible or intangible form, and use by or forthird parties (e.g. outsourcing or application service providing) is notpermitted. Licensee shall use the Software exclusively for Non-Commercial Use,and shall not use the Software, or any output or data generated through itsuse, in connection with any commercial, revenue-generating or business purpose,including offering the Software or any output thereof as, or as part of, aproduct or service to third parties. A Licensee who wishes to use the Softwarefor commercial purposes must first obtain a separate commercial license fromTentris.

2.6.

Any breach of the restrictions in this Section 2will be a violation of this EULA and entitles Tentris to immediately terminatethe License and/or this EULA.

3. Third-Party Software

3.1.

Tentris may make drivers available under separatelicense terms. With respect to such drivers, those separate license terms shallprevail over this EULA in the event of any conflict.

3.2.

Third Party Components may be licensed under additional orother license terms accompanying such Third Party Components, and Licenseeagrees that those terms govern their use. Nothing in this EULA grants Licenseerights that supersede the license terms accompanying any Third PartyComponents.

4. Proprietary and Ownership Rights; Data Rights

4.1.

The Software is the sole and exclusive property of Tentrisand/or its third-party suppliers, including all improvements, modifications andenhancements, and all copyright, trademark, patent, trade secret, database andother intellectual property rights inherent therein. This EULA does notconstitute a sale of the Software, and no title or proprietary rights to theSoftware are transferred to Licensee. Tentris is the exclusive owner of allrights in any copy, translation, modification, adaptation or derivation of theSoftware.

4.2.

Licensee warrants that Licensee is the owner of, orhas obtained applicable permission to use, all Content. Tentris is notresponsible for, and gives no assurances regarding, the accuracy, quality,integrity, legality, reliability or usefulness of the Content.

4.3.

Tentris collects Usage Data from Licensee’s use of theSoftware, including through third-party analytics services. Tentris uses UsageData only to develop, improve, support and operate its products and services,and is the sole owner of any Usage Data collected. Tentris will not share UsageData except in an aggregated, anonymized manner.

4.4.

Licensee may provide Feedback to Tentris. Feedback does not,absent a separate written agreement, create any confidentiality obligation forTentris. Tentris is free to use, disclose, reproduce or otherwise distributeFeedback without restriction or obligation of any kind.

5. Confidentiality

5.1.

Licensee shall keep confidential any non-publicinformation received from Tentris in connection with the Software that ismarked as confidential or that a reasonable person would understand to beconfidential (e.g. unreleased features or internal technical documentation),and shall not disclose it to third parties without Tentris’s prior writtenconsent, except as required by law.

6. Data Protection, Data Processing

6.1.

The Software may be downloaded and installed byLicensee without any registration, account creation, or submission of personalor business contact details to Tentris. To the extent Tentris processes anydata of Licensee in connection with the download or use of the Software (e.g.technical data transmitted automatically upon download), Tentris does so withdue consideration of the applicable data protection regulations.

6.2.

Licensee acknowledges that, to the extent any Contentincludes personal data, Licensee determines the purposes and means of thatprocessing and is therefore the controller under the GDPR or other applicabledata protection law. Because the Software is installed and operated entirelywithin Licensee’s own infrastructure and Tentris does not host, receive orotherwise have access to the Content (see Section 6.1), Tentris does not act asa controller or processor of the Content.

7. Warranty and Limitation of Liability

7.1.

Tentris shall be liable without limitation (i) in case ofintent and gross negligence, (ii) in case of injuries to life, body or health,(iii) pursuant to the German Product Liability Act, or (iv) under any guaranteeexpressly granted by Tentris.

7.2.

In all other cases, Tentris shall be liable only for thebreach of a material contractual obligation (Kardinalpflicht), i.e. anobligation whose fulfillment is essential for the proper performance of thisEULA and on whose compliance Licensee may typically rely; in such cases,liability shall be limited to the damage that was typically foreseeable at thetime this EULA was entered into. Any further liability for ordinary negligenceis excluded.

7.3.

Tentris does not provide any form of support ormaintenance for the Software. Tentris disclaims all warranties, express,statutory or implied, including the implied warranties of merchantability andfitness for a particular purpose, and the statutory warranties for defects asto quality (Sachmangel) or title (Rechtsmangel). Tentris further disclaims anywarranty that (a) the Software will meet Licensee’s requirements or beconstantly available, uninterrupted, timely, secure or error-free; (b) resultsobtained from use of the Software will be effective, accurate or reliable; (c)the quality of the Software will meet Licensee’s expectations; or (d) anyerrors or defects will be corrected.

8. Term and Termination

8.1.

This EULA continues to apply until the earlier of:(a) Licensee terminates it at any time by uninstalling and deleting all copiesof the Software in Licensee’s possession or control; or (b) Tentris terminatesit. Tentris may terminate this EULA and revoke the License granted hereunder atany time and for any reason, including Licensee’s breach of this EULA, inTentris’s sole discretion, effective upon Tentris publishing notice of suchtermination on its website or otherwise making the Software generallyunavailable for download — given that Tentris does not collect Licensee’scontact details in connection with the download of the Software. Upon any suchtermination, Licensee must uninstall and delete all copies of the Software inLicensee’s possession or control, and, upon request, provide writtencertification (signed by an authorized representative, if Licensee is anentity) that it has done so.

9. Compliance with Applicable Laws

9.1.

Licensee shall use the Software only for lawfulpurposes and in conformance with this EULA, and shall not use the Software inany manner that violates the rights of any third party. Licensee is solelyresponsible for compliance with all applicable laws, including applicableexport, import and data protection laws and regulations relating to theContent.

10. Final Provisions

10.1.

Tentris reserves the right at any time to alter thefeatures, specifications, capabilities, functions, release dates or generalavailability of the Software, provided that any such change does not materiallydegrade the core functionality of the License granted to Licensee under Section2.1.

10.2.

If any provision of this EULA is found to be invalid orunenforceable by any court, such provision shall be ineffective only to theextent it contravenes applicable law, without invalidating the remainingprovisions. The invalid provision shall be replaced by a valid provision thatmost closely reflects the economic and business intention of the Parties at thetime this EULA was concluded.

10.3.

In the event of any controversy or claim arising out of orin connection with this EULA, Tentris and Licensee agree to first consult andnegotiate with each other, in recognition of their mutual interests, to attemptto reach an amicable solution. Without prejudice to either Party’s right toseek injunctive relief from a court of competent jurisdiction, both Partiesshall attempt to find an amicable settlement for at least sixty (60) days afterthe controversy or claim arises before bringing it to a competent court.

10.4.

This EULA is solely governed by the laws of the FederalRepublic of Germany, without regard to conflict-of-law provisions of anyjurisdiction, and excluding the United Nations Convention on the InternationalSale of Goods (CISG).

10.5.

References to statutory provisions in this EULA arefor clarification only. Statutory provisions apply even without suchreferences, unless modified or expressly excluded in this EULA.

10.6.

Without prejudice to Section 10.3 above, anydisputes arising out of or in connection with this EULA will be subject to theexclusive jurisdiction of the courts of Bielefeld, Germany, where Licensee is amerchant (Kaufmann), a legal person under public law or a special fund underpublic law, or has no general place of jurisdiction in Germany. Where Licenseeis a consumer, the statutory places of jurisdiction apply and this Section 10.6does not restrict them.

10.7.

The failure of either Party to enforce any right orprovision of this EULA will not constitute a waiver of that right or provisionunless acknowledged and agreed to by that Party in writing.

10.8.

No joint venture, partnership, employment or agencyrelationship exists between the Parties as a result of this EULA.

10.9.

This EULA and the rights and obligations hereundermay not be assigned by either Party, whether by operation of law or otherwise,without the other Party’s prior written consent, which will not be unreasonablywithheld. Either Party may, however, assign this EULA in its entirety, withoutthe other Party’s consent, in connection with a merger, acquisition,reorganization, or sale of substantially all of its assets, provided this doesnot involve a competitor of the other Party, and shall give the other Partywritten notice of any such assignment. This EULA will bind and inure to thebenefit of the Parties and their permitted successors and assigns; anyassignment in violation of this Section 10.9 shall be void ab initio.

10.10.

Headings used in this EULA are for convenience onlyand shall not be used to construe its meaning or intent.

10.11.

This EULA is made in the English language. The Englishlanguage version shall prevail over any translation, except that where a Germantranslation of a word or phrase appears in the text of this EULA, that Germantranslation shall prevail.

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