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Tentris GmbH
END USER LICENSE AGREEMENT
Tentris Beta

IMPORTANT: READ THIS END USER LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE ACCEPTING THIS EULA BELOW

This Agreement is by and between Tentris GmbH, Obernstraße 50, 33602 Bielefeld, Germany, ("Tentris") and you, on behalf of yourself and any business entity for whom you are acting (collectively "You" or "Your" or "Licensee"). Tentris may provide the Software (as defined below) from any of its affiliates (collectively, "Us," "Our," "We," or "Tentris"). Tentris and Licensee may each hereinafter be referred to individually as a "Party" or collectively as the "Parties". By clicking the button that asks You to confirm Your agreement with Our EULA, You, on behalf of yourself and any business entity for whom You are acting, expressly consent and agree to be legally bound by all of the terms and conditions of this EULA. The individual accepting this EULA for a business entity affirms to be authorized by the business entity to accept the terms and conditions of this EULA on its behalf. If You do not agree to all of the terms and conditions of this Agreement, (1) You should NOT click the button that asks You to confirm Your agreement with Our EULA and (2) You may not use the Software. If You do not accept the terms of this EULA, you do not have a license to, and are prohibited from using, the Software, in which case You are not permitted to download, install, copy or otherwise use the Software (or any portion thereof). If You have already downloaded or installed the Software, You must immediately remove and delete the Software from Your system and destroy all copies. If You and Tentris have entered into a separate, written agreement for the Software, then the terms of this Agreement shall apply, unless explicitly excluded. This EULA consists of the terms and conditions set forth below and any attachments, addenda, exhibits, quotes, and order forms referencing this EULA. It shall exclusively apply for the Product. Licensee`s general terms and conditions (or similar) shall not apply, even if they are attached to requests for an offer, orders, declarations of acceptance, etc., and regardless of whether or not Tentris expressly objects to them in any individual case. They shall only apply insofar as they have been explicitly accepted by Tentris in writing.

1. Definitions

The following definitions shall apply:

1.1.

"Software" means the "Tentris Beta" of the Tentris Database Software and clients and drivers provided by Tentris as well as any modification, error correction, patch, bug fix etc. that Tentris makes in any form whatsoever ("Product"). It means all proprietary and/or open-source software which may be part of the Product, which may change from time to time. Tentris shall not provide any form of support or maintenance for the Software.

1.2.

"License" means the authorized use of the Software in accordance with the terms and conditions stipulated in this EULA.

1.3.

"Licensee" means the company that has accepted the terms and conditions set forth in this EULA and subsequently acquired a License from Tentris by download.

2. License and Restrictions

2.1.

Tentris hereby grants to Licensee a nonexclusive, non-sublicensable, non-transferable, royalty-free and revocable license to use the Software.Tentris retains ownership of the Software, and each copy thereof, which are protected by German copyright law and international treaty provisions, as set out below. This license grants you certain rights to use the Software; it is not a sale. No rights are granted to any Software which you have not purchased. This right of use is limited in time.

2.2.

Licensee may not use the Software in a way that circumvents any contractual usage limits or other limitations relating to the use of the Software set forth in this EULA, reverse engineer, disassemble, modify, translate, make any attempt to discover the source code of the Software in whole or in part, distribute, publish, assign, sublicense, sell, bargain, convey, transfer, pledge, lease or grant any further rights to use the Software, modify or create derivative work-based Software in whole or in part, tamper with, alter, disable or circumvent the Software's built-in license verification and enforcement capabilities, remove of alter any trademark, copyright, logo or other proprietary notices in the Software, or use the Software in breach of applicable laws, this EULA, and other instructions and terms stated in the Software or otherwise notified by Tentris, disclose the license key in any way.

2.3.

If Licensee wishes to publish any Benchmarking Information whether for academic, commercial or any other reason, then Licensee may apply to Tentris to do so. "Benchmarking Information" means any data, analysis or opinion expressed in any form whatsoever, including graphical, tabular or textual, that relates or purports to relate to any test, evaluation, analysis or assessment of the performance of the Licensed Product whether the Licensed Product is named or kept anonymous and whether it is compared with any other software or not. Licensee shall contact Tentris at least thirty (30) days in advance of any publication, presentation or article referencing the Software. In the event that Licensee fails to receive approval from Tentris regarding said use or representation of the Software, Licensee shall not use the name of Tentris, the name of the Software or any other information that identifies Tentris or the Software in the publication or presentation.

2.4.

Without consent of Tentris, the Licensee is not allowed to change, edit or copy the provided Software to an extent that is not in accordance with the designated use of Section 69d of the German Copyright Act (hereinafter "UrhG"). Each copy must reproduce all copyright and other proprietary rights notices on or in the Software. A decompilation is only permitted in accordance with the provisions of Section 69e UrhG (German law).

2.5.

The Software shall not be sold, rented, subleased or otherwise distributed in tangible or intangible form. The use by and for third parties (e.g., by outsourcing, application service providing) is not permitted.

2.6.

Any breach of the restrictions herein will be in violation of this EULA and grant Tentris the right to immediately terminate the applicable Software license and/or this EULA.

3. Third-party software

3.1.

For drivers, Tentris may define deviating license conditions, which shall take precedence over this EULA.

3.2.

Software, code or related materials from third parties, including, without limitation, "open source" or "freeware" software that is distributed, provided with, or otherwise made use of by the Software ("Third Party Components") may be licensed under additional or other license terms that accompany such Third Party Components, and Licensee acknowledges and agrees that these accompanying license terms govern their use. Nothing in this EULA grants Licensee rights that supersede the license terms that accompany any Third Party Components.

4. Proprietary and ownership rights, data rights

4.1.

The Software is the sole and exclusive property of Tentris and/or its third-party suppliers (if applicable), including all improvements, modifications, and enhancements to the Software, and all copyright, trademark, patent, trade secret, database, and other intellectual property and proprietary rights inherent therein or belonging thereto. This EULA does not constitute a sale of the Software and no title or proprietary rights to the Software are transferred to Licensee under this EULA. Tentris is the exclusive owner of all rights in any copy, translation, modification, adaptation, or derivation of the Software, including any improvement or developments thereof suggested by the Licensee.

4.2.

Licensee warrants that Licensee is the owner of, or has obtained applicable permission to have and use, all the data and content that Licensee enters or uploads using the Software (collectively, "Content"). The Licensee acknowledges that Tentris is not responsible for and does not give any assurances to the Licensee regarding the accuracy, quality, integrity, legality, reliability, appropriateness, validity, value, usefulness, or copyright of the Content.

4.3.

Tentris collects statistical data, trends, and usage information from use of the Software by the Licensee, including through the use of the services of third parties providing analytics services for additional technical feedback ("Usage Data"). Tentris uses the Usage Data only to develop, improve, support, and operate its products and services during and after the term of this EULA and Tentris is the sole and exclusive owner of any collected Usage Data. Tentris will not share any Usage Data except in an aggregated, anonymized manner.

4.4.

The Licensee may provide suggestions, comments, bug and test reports and other feedback ("Feedback") to Tentris. Feedback will not, absent a separate written agreement, create any confidentiality obligation for Tentris. The Licensee acknowledges that Tentris will be free to use, disclose, reproduce, or otherwise distribute Feedback without obligation or restriction of any kind on account of intellectual property rights or otherwise.

5. Confidentiality

5.1.

The Licensee hereby agrees to treat all information, including but not limited to Software, documents, presentations, etc. as confidential, of which the Licensee became aware or received from Tentris prior to the conclusion of or during the term of the EULA which are protected by law, which evidently contain business or company secrets or are marked as confidential, notwithstanding the expiration of the EULA, unless such information is publicly known in the absence of a breach of this confidentiality obligation ("Confidential Information"). The Licensee hereby agrees to store and secure all Confidential Information in a manner as to prevent any unauthorized access by third parties.

5.2.

The Licensee will make Confidential Information available only to those employees (including employees of their affiliates), subcontractors and third parties who require access to perform the obligations under this Agreement ("Need to Know Persons"). The Licensee shall instruct these persons regarding the confidentiality of the objects and documents in question and have written agreements in place which ensure the observance of this confidentiality obligation. Access to third parties shall not be permitted except with the express written consent of Tentris.

5.3.

Licensee may not disclose any benchmarking or results of evaluating the Software without Tentris´s prior written consent.

6. Registration, Data Protection, Data Processing

6.1.

Licensee is required to complete the registration process prior to getting access to the Software, to fill in all required information, consent to data processing and email communication. Tentris processes the necessary data of the Licensee relevant for business transactions with due consideration of the applicable data protection regulations.

6.2.

The Licensee acknowledges and agrees that the Licensee is the controller of the Content, including any personal identifiable information therein. The Licensee acknowledges that Tentris specifically disclaims that it is a "data controller" and agrees that Tentris is not acting as a "data controller" of any of the Content under any data protection laws in which such definition of "data controller" or similar capacity may be found.

6.3.

The Content may be transferred to, and processed in, the United States or any other country in which Tentris, its affiliates or subcontractors maintain facilities. The Licensee appoints Tentris to perform any transfer of Content to any such country and to process it in compliance with the terms of this EULA.

7. Limitation of Liability and Exclusion

7.1.

Tentris shall not be liable irrespective of the legal grounds except as expressly set forth as follows: Tentris shall be liable without limitations (i) in case of intent and gross negligence, (ii) in case of injuries to life, body and health, (iii) pursuant to the terms of German Product Liability Act, or (iv) under a guarantee granted by Tentris.

7.2.

Notwithstanding the above, Tentris disclaims all warranties express, statutory or implied, including without limitation the implied warranties or conditions of merchantability and fitness for a particular purpose or the statutory warranties in case of defects as to quality (Sachmangel) or of defects of title (Rechtsmangel). Tentris further disclaims any warranty that (a) the Software will meet Licensee’s requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Software will be effective, accurate, or reliable; (c) the quality of the Software will meet Licensee’s expectations; or that (d) any errors or defects in the Software will be corrected.

8. Term and Termination

8.1.

This EULA will continue to apply until (a) the expiry date of the License Key (needs to be defined then) provided to Licensee by Tentris; or (b) Licensee terminates this EULA at any time by uninstalling and deleting all copies of the Software in Licensee‘s possession or control; or (c) we terminate this EULA. We may terminate this EULA at any time for any reason (including but not limited to Licensee‘s breach of this EULA in our sole discretion by providing Licensee with notice by email. If we notify Licensee of our termination, Licensee must uninstall and delete all copies of the Software in Licensee‘s possession or control. Upon request, Licensee (and if Licensee is an entity then such certification shall be signed by an authorized representative of Licensee‘s company) shall provide written certification that Licensee has uninstalled, deleted and ceased all usage of the Software immediately.

9 Compliance with laws; Export Regulations; U.S. Government Restrictions

9.1.

The Licensee shall use the Software only for lawful purposes and in conformance with this EULA. The Licensee shall not use the Software in any manner that violates the rights of any third party. The Licensee is solely responsible for compliance with all applicable laws, including all applicable export, import, and data protection laws and regulations relating to the Content.

9.2.

Licensee acknowledges that the Software may be subject to United States export laws, statutes and regulations and to export laws, statutes and regulations of other countries, and that Licensee will at all times comply with the provisions of such laws, statutes and regulations including any necessary or required licenses. Licensee shall not export or re-export or otherwise transmit, directly or indirectly, the Software or any direct products thereof into, or use the Software or any products thereof in, any country prohibited or restricted under United States export laws, statutes or regulations or any other applicable laws.

10 Final Revision

10.1.

Tentris reserves the right at any time to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

10.2.

Access to the Software shall not be resold, assigned, or otherwise transferred by Licensee to another person or entity without Tentris´s prior written consent.

10.3.

If any provision of this EULA is found to be invalid or unenforceable by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable laws without invalidating the remaining provisions of the EULA. The invalid or missing provision shall be replaced by such a valid provision that most closely reflects the economic and business intention of Tentris and Licensee at the time the EULA was concluded.

10.4.

In the event of any controversy or claim arising out of or in connection with this, Tentris and Licensee agree to consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory amicable solution. Notwithstanding either Party’s right to seek injunctive relief at a court of competent jurisdiction, both shall attempt to find an amicable settlement at least for a period of sixty (60) days upon occurrence of the controversy or claim, and Tentris and Licensee shall bring to the competent court of jurisdiction any controversy or claim only upon expiry of said settlement period.

10.5.

This EULA will be solely governed by the laws of the Federal Republic of Germany without regard to the choice or conflicts of law provisions of any jurisdiction, and with the exception of the United Nations Convention on the International Sale of Goods (CISG). International Private Law shall not apply to matters of jurisdiction.

10.6.

Any references to the application of statutory provisions in this EULA shall be for clarification purposes only. Even without such clarification, statutory provisions shall apply unless they are modified or expressly excluded in this EULA.

10.7.

Without prejudice to paragraph 4 above, any disputes arising out of or in connection with this EULA, regardless of cause and their legal foundation, will be subject to the exclusive jurisdiction of the courts located in Bielefeld, Germany ( Landgericht Bielefeld).

10.8.

The failure of either Tentris or Licensee to enforce any right or provision of this EULA will not constitute a waiver of such right or provision unless acknowledged and agreed to by that Party in writing.

11. Relationship of the Parties

No joint venture, partnership, employment, or agency relationship exists between the Parties as a result of the collaboration under this EULA.

12. Assignment; Change of Control

This EULA and the rights and obligations thereunder may not be assigned by either Party, whether by operation of law or otherwise, without the prior written consent of the other Party, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this EULA in its entirety, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a competitor of the other Party. In the event of an assignment as described in the preceding sentence, the assigning Party shall provide the other Party with written notice of the assignment. Neither Party may assign this EULA to a competitor of the other Party without that other Party’s consent. Subject to the foregoing, this EULA will bind and inure to the benefit of the Parties, their respective successors and permitted assigns. Any assignment in violation of this § 15(5) shall be deemed void ab initio. § 354a of the German Commercial Code (Handelsgesetzbuch, HGB) shall remain unaffected.

13. Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

14. Language

This EULA is made in the English language. For the avoidance of doubt, the English language version of this EULA shall prevail over any translation thereof. However, where a German translation of a word or phrase appears in the text of this EULA, the German translation of such word or phrase shall prevail.

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