License Agreement

ATTENTION! PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THE LICENSE
AGREEMENT BEFORE INSTALLING THE SOFTWARE.

Please note: This translation is for the reader’s convenience only. In case of a conflict between the German and
the English wording, the German wording overrules the English wording.

By continuing the installation or using the software on this platform, you (also referred to as the “Licensee”
hereafter) agree to conclude a License Agreement between you and visionapp AG (also referred to as “visionapp”
hereafter), a company located at Am Helfmann-Park 2, 65760 Eschborn, Germany. You hereby agree and
acknowledge to be bound by the following terms and conditions of usage. This applies regardless of whether the
software was acquired by paying a license fee, is to be used on a leasing basis, or obtained free of charge as
freeware. In addition, if expressly so stipulated, freeware may be subject to alternative licensing schemes
complementing the present license terms.

If you do not agree to be bound by the terms of this License Agreement, cancel the installation and remove the

installation program from your computer or server. This does not entitle to a refund of the purchase price, nor to
a redefinition of the contract, nor to an extraordinary notice of cancelation, nor to any damages. In this case you

will have no right to use the software. The present license and usage terms complement the general terms and

conditions of visionapp AG and shall take precedence over the latter in case of doubt.

License Agreement

Section 1 - Object of Agreement

1. visionapp grants to Licensee a non-exclusive, transferable and permanent license to use the software
subject to the terms and conditions of this Agreement unless no other conditions have been expressly
agreed upon in a separate agreement.

2. If the parties have agreed that the software is subject of a lease agreement the usage rights will be granted
for a limited period of time (Lease Term). visionapp shall grant to Licensee a non-exclusive, non-
transferable, limited to the duration of the contract and terminable license to use the software within the
agreed system environment subject of the terms and conditions of this Agreement. Upon termination of the
leasing contract, the Licensee shall delete the software, destroy all backup copies and return the licensed
material (data carrier and documentation) to the Licensor.

3. The Licensee has the right to use the software according to the present License Agreement as well as the
licensing information provided in the invoice document. The Licensee has the right to install the software for
the number of licenses and licensing type specified. Besides the licenses for the production environment,
the Licensee shall also provide evidence of the licenses for test and acceptance environments, if such
licenses are used are kept and used in parallel to and simultaneously with productive environments.
4. If the Licensee intends to use the software for a larger number of licenses than set forth under Section 1,
paragraph 3, the Licensee needs to acquire or lease the appropriate number of additional licenses from
either visionapp or a sales partner. The extended usage rights become effective upon complete payment of
the additional license fees. Freeware may be used on any number of PCs and servers, unless expressly
excluded on an individual basis.

5. Under certain circumstances, the Licensor is providing for the possibility to conclude a “Volume Agreement”
with visionapp. In that case, a detailed list or description of the parts authorized for use has to be
countersigned by the Licensor and attached to the License Agreement. Upon request by visionapp, the
Licensee shall provide written information that the software is used in accordance with the Agreement. This
notification shall include all data and details required for verification (e.g. software modules used, actual
number of users, installation sites, types of computers, servers or platforms used).

6. For backup purposes, the Licensee shall be entitled to archive one copy of every set of data media and, in
case of corporate licenses, one copy for each unit of application. Copies of the software made in the course
of regular backups shall constitute part of the authorized use.

7. The Licensee shall be obliged to take appropriate technical and organizational measures to ensure that the
use of the software in accordance with its intended purpose is guaranteed. Section 1, para. 5 applies
accordingly.

8. The software license shall be purchased or rented from a source duly authorized to sell or rent the same.
Through the purchase, the Licensee acquires the right to transfer the License to a third party. If the
Licensee exercises this right, he shall impose on such third party his contractual obligations under the
present License Agreement. In the event of such a transfer, the rights of use of the Licensee shall expire.
All existing copies of the software shall be deleted or returned to visionapp. The previous Licensee is no
longer entitled to use the software.

Section 2 - Copyrights and Restrictions of Use

1. The software, including the backup material, including the documentation (manuals) is subject to copyright
protection.

2. Beyond the use explicitly granted to the Licensee in the present document, any kind of distribution, hiring
out, leasing, sub-licensing, copying, translation, recompiling of transferred program code into other code
form (decompiling) as well as other kinds of decoding of different production steps of the software (reverse-
engineering) and of all documentation are inadmissible and require the explicit approval of visionapp.

3. The Licensee's usage rights are limited to those rights set forth in this Agreement. visionapp reserves with
respect to the software the right to distribute against remuneration or gratuitous, to demonstrate, to exhibit
and to publish. Unless otherwise agreed this also applies to the right to arrange and to reproduce. visionapp
is the sole and exclusive owner of all trademarks and all other industrial property rights.

4. The usage rights that are subject to this Agreement are limited to the object code. The Licensee shall not
acquire any rights as to the source code of the software related to the system. The Licensee acknowledges
that the source code is and shall remain in the sole ownership of visionapp.
Section 3 - Special Conditions for Evaluation, and Demonstration Versions

1. The evaluation or demonstration versions of the software supplied by visionapp shall constitute versions of
the software distributed solely for evaluation and demonstration purposes and shall in all cases also be
subject to the conditions of this License Agreement.

2. Any products needed from third-party manufacturers for evaluation purposes must be licensed separately.

3. Evaluation and demonstration versions are versions of the software with limited rights of use. visionapp
shall grant the Licensee a non-exclusive, non-transferable license of use of these versions for a limited
period. The license to use the evaluation and demonstration versions shall in all instances be limited to the
period of time required to test the suitability of the software. Unless a special written declaration of the
contrary is provided by visionapp, such period of time shall be limited in case of doubt to one month.
visionapp shall be entitled to prohibit the use of evaluation and demonstration versions at any time without
stating reasons and to change the license or the authorization procedure in whole or in part.

Section 4 – Special conditions for Freeware Versions

1. Freeware is not supported by visionapp under any standard support program or service.
2. The software is provided without any warranty of any kind, express or implied, including but not limited to
the warranties of merchantability, fitness for a particular purpose and non-infringement for any claim,
damages or other liability, whether in an action of contract, tort or otherwise, arising from, out or in
connection with the software or the use or other dealings in the software.

Section 5 - Termination

1. In case the Licensee breaches Section 1 and/or Section 2 of this Agreement or if he is violating export
control regulations, all usage rights with respect to the software will immediately expire, without notice and
without the necessity of terminating this Agreement with a termination letter. In this event the Licensee
shall be obliged at the discretion of visionapp to either return the complete software to visionapp or to
delete the original software.

2. If the Licensee breaches any term or condition of this Agreement all of rights that have been granted under
this Agreement, especially the right to use the software, will expire automatically.

3. All other statutory rules remain unaffected.

Section 6 - Warranty

1. For software purchased or used under a leasing contract visionapp warrants that the software and the other
license material show all quality features that are subject to this Agreement. Unless ruled explicitly
otherwise, all special agreements with respect to certain features of the software and the other license
material are not quality and maintainability guarantees in the sense of section 443 of the German Civil Code
(Bürgerliches Gesetzbuch - BGB) (Beschaffenheits- und Haltbarkeitsgarantie). On the contrary, all quality
features refer to the product condition in the sense of section 437 and onward of the German Civil Code.
Warranty rights under section 437 and onward of the German Civil Code and section 536 and onward of the
German Civil Code are modified as described below. Warranty claims cannot be made on any software or
other licensed material modified by the Licensee unless the Licensee can prove that the modification were
not the cause of the fault.

2. If there is a defect in the software supplied, the remedy is at first limited to restitution in kind in the form of
rectification (Nacherfüllung), by choice of defect correction or circumvention of the defect or substitute
delivery.

3. In case the attempts of rectification (Nacherfüllung) fail after a reasonable time has passed or if visionapp is
not able to correct within reasonable time a significant difference in quality, resp. divergence in the product
specification or to circumvent the defect in a way that the software is usable for the Licensee, or, in case
the fault correction for visionapp is unreasonably cost intensive or if any reasonable period of time for
performance or post-performance has passed without result, the Licensee at his absolute discretion has the
right to request a reduction in the license price (diminution - Minderung), or to declare withdrawal from the
contract. However, the right to withdraw from the contract is excluded, if there is only a minor defect.
Where software is leased (Section 1 para. 2), the option of immediate contract termination shall replace the
option of withdrawal from the contract.

4. The right of the Licensee to request damages according to legal provisions remains unaffected by foregoing
regulations, but is modified in Section 7.

5. In case a third party claims the infringement of rights against the Licensee, the Licensee will immediately
inform visionapp about the claim. visionapp will take care of the defense against such claims. The Licensee
will support visionapp reasonably through their efforts of defense.

6. visionapp does not warrant or guarantee that the software works with third-party products, except where
the documentation of the visionapp software expressly confirms that it will work with the specific third-party
software. This confirmation is explicitly limited to the specific version on the platform described
(hardware/operating system version).

7. A defect does not exist, in case where defects in quality are caused by failure to comply with operating and
maintenance instructions and directions for use, modifications by Licensee or third parties, detrimental
effects by external influences, in particular through software or hardware which was not available or
installed at the time visionapp was delivering the software, or whose compatibility with the licensed
software has not been expressly confirmed.

8. Where software is purchased, warranty rights shall expire one year after receipt of the data carrier
containing the software and the documentation, provided the Licensee is an enterprise within the meaning
 of the law. Where software is leased, the contract can only be terminated for material breach of contract
("Kündigung aus wichtigem Grund") within two weeks after the final failure to correct the fault.

9. Where the Licensee is a merchant, the Licensee must examine the software immediately upon receipt of the
data carrier and the documentation and, if a fault is detected, inform visionapp without delay. If the
Licensee fails to inform visionapp, the software shall be considered to have been approved unless the fault
concerned is one that was not detectable during the examination. Where such a fault is detected at a later
date, visionapp must be informed immediately after the discovery, otherwise the software shall be
considered to have been approved, notwithstanding the fault.

Section 8 - Liability

1. To the extent permitted by law, any further claims and remedies other than those explicitly provided for
under the terms and conditions of this Agreement, irrespective of which nature, amount or legal basis, are
hereby expressly waived and excluded, in particular, without limitation, damages due to delay delivery
(sections 280 para. 2, 286 German Civil Code), due to the defect of the software or the other license
material, claims under pre-contractual fault (section 311 para. 2 and 3 of the German Civil Code), breach of
contract (Pflichtverletzung aus dem Schuldverhältnis) subsequent impossibility of performance
(nachträglicher Unmöglichkeit, § 283 German Civil Code) or other breaches of obligations in the sense of
section 280 para. 1 sentence 1, or claims due to an unlawful act (unerlaubte Handlung), unless visionapp
has acted with purpose or gross negligence. The aforementioned limitation of liability does not apply in all
cases of the breach of fundamental contractual obligations (cardinal obligations), in case of malicious
concealment of a defect or in case personal injury of life, of a body or of health. In case of liability of
visionapp, the liability is limited to the double license fee paid by the Licensee unless visionapp has acted
with purpose.

2. Visionapp assumes that in spite of such limitation the remaining liability is still sufficient to cover
foreseeable typical contractual damages.

3. In case of data loss or data deletion visionapp is only liable if the loss or deletion of data was caused on
purpose, with gross negligence or through a breach of essential contractual obligations and if the Licensee
has carried out in a reasonable extent data protection, so that the lost or deleted data can be reconstructed
with reasonable (financial) efforts from the data material that is held at the Licensee's disposal. The same
applies in case of malicious concealment of a defect.
Section 9 - Other Provisions

1. Modifications and complements of this Agreement must be done in writing, whereas the modification of this
clause must also be done in writing.

2. When introducing a new Major Release of the software, visionapp reserves the right to update the License
Terms as well as the licensing procedure in order to adapt to changed market conditions. In this case, the
previously applicable licensing scheme is transferred to the new licensing scheme and each Licensee is
provided with a migration offer. The Licensee may choose between accepting the new licensing scheme or
retaining the previous licensing scheme. A subsequent purchase of licenses under the previous licensing
scheme will be possible for a limited period of time only.

3. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,
then this Agreement, including all of the remaining terms, will remain in full force and effect as if such
invalid or unenforceable term had never been included. In case one or more of the provisions herein should
be void or become non-valid at law, the remainder of the present contract shall remain in force. If one or
more of the provisions of the present contract should contravene or come to contravene any provisions laid
down or to be introduced by some competent government organization, said latter provisions shall be
deemed to supersede the relevant provisions of the present contract. The same applies in case of any
omission in this Agreement.

4. Disagreement is construed to be governed by the laws of the Federal Republic of Germany. The unified UN
Sales of Goods Act (Convention of Contracts for International Sale of Goods from 11. April 1980, UN-
CITRAL-Kaufrecht) is not applicable.

5. The exclusive place of jurisdiction for all conflicts with respect to this agreement is Frankfurt am Main,
Federal Republic of Germany.

Appendix - Nomenclature

For the purpose of this Agreement, the following terms shall have the meaning stated below:

Licensee: Any legal entity or individual to whom a license has been granted to use the software
either under a purchase, rental, or leasing agreement.

Licensor: visionapp AG (hereinafter “visionapp”)

Major Release: Major version of a software, i.e. v1.0, v2.0 or v2006, v2008, etc.

Demonstration Version: A version of the program that is suitable for demonstration purposes only

Evaluation Version: Software for evaluation purposes that is limited in terms of functions and expiration

Freeware Version: Software for unlimited usage in terms of functions and expiration