Americas Software Subscription License Agreement

PARTIES:

(1) End User (“Customer”)

(2) Secude IT Security, LLC, having its principal place of business at 160 East 84th Street, Suite 5E, New York NY 10028 ("Licensor"/ "Vendor"/”Secude”)

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This Agreement sets out the terms that have been agreed upon between the parties that certain software is licensed to Licensee (as defined below) by Licensor. By using the software provided to you by Secude, you are agreeing to the terms outlined herein. Please be sure to read all terms carefully before installing or using the software.

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TERMS AGREED:

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1. DEFINITIONS AND INTERPRETATION

In this Agreement:

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1. 1.1 "Agreement" means this software subscription license agreement, including any order and following Exhibits provided at contract execution, which form an integral part of this Agreement, including:
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Exhibit 1 - The Software

Exhibit 2 – Terms of Maintenance

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• 1.1.1 "Business Day" means a day (other than a Saturday, Sunday or legal or bank holiday) on which banks are generally open for business in New York.
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• 1.2 "Confidential Information" means all information and documents of the respective other party that is labelled as confidential or are to be regarded as confidential, as in particular information about the content and execution of this Agreement, including without limitation fees, prices, and Documentation.  
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• 1.2.1 "Control" means with respect to any entity, the legal, beneficial, or equitable ownership, directly or indirectly, of fifty percent (50%) and one share of such entity's voting rights.
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• 1.3 "Documentation" means all material in paper or electronic format required for the efficient use, operation and understanding of the Software, including without limitation user manuals.
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• 1.3.1 "Effective Date" means the date set out either on the signature page of this Agreement, if included, or the execution of a Purchase Order referencing these terms.
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• 1.4 "Fees" mean Subscription Fees, Fees for feature or change request, and other fees payable under this Agreement.
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• 1.5 "Intellectual Property Rights" means all intellectual property rights, including, without limitation, copyright, patents, trademarks, know-how, trade secrets and other proprietary rights, whether registered or not, arising anywhere in the world.
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• 1.6 "Licensee" or “Customer” means company purchasing software and whose employees are using said software.
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• 1.6.1 "Licensor" or “Vendor” or “Secude” means Secude IT Security, LLC.
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• 1.7 "Maintenance Fees" means the fees payable for the Software Maintenance as set out in Exhibit 2. Unless otherwise explicitly agreed, Maintenance Fees are covered by and included into the Subscription Fees.
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• 1.8 "Order" means an order or sub-agreement executed under this Agreement with the terms of this Agreement.
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• 1.9 "Products" means the Software and any related services.
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• 1.10 "Software" means the computer software program or programs described in Exhibit 1 and/or in any Order licensed by Licensor to Customer under this Agreement and delivered in machine readable, object code form, and all copies and versions thereof as well as all Documentation. If updates, upgrades or new versions of the Software, or any portion thereof, are distributed to Customer, such update, upgrade, or newest version shall also be included within the term "Software".
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• 1.11 "Software Maintenance" means the maintenance and support services described in Exhibit 2.
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• 1.12 "Subscription Commencement Date" means the day following the installation of the Software in Customer’s environment.
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• 1.13 "Subscription Fee" means the fees payable for subscription licenses under the terms of this Agreement as outlined in an associated quote. Unless otherwise explicitly agreed, Maintenance Fees are covered by and included into the Subscription Fees.
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• 1.13.1 "Subscription Period" means a 12-month-period starting on the Subscription Commencement Date or an anniversary thereof unless otherwise explicitly agreed in the applicable Order.  
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The singular shall include the plural and vice versa.  

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2. ORDER OF PRECEDENCE

Conflicts between the body of this Agreement and the Exhibits shall be resolved as follows:  The clauses of this Agreement shall prevail over the Exhibits; Exhibits shall prevail over other Exhibits in numerical order.  

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The clauses of the body of this Agreement and the Exhibits shall prevail over any Order unless the parties have explicitly stated in the Order an intention to deviate from a provision of the body of this Agreement or its Exhibits.

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3. Case Study and use of Customer Logo

Licensee agrees to collaborate with Licensor on developing joint marketing material, such as case-study, testimonials, social mentions or press releases. Any marketing content will be mutually decided and agreed upon.

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Licensee grants Licensor permission to use its name in Licensor’s marketing materials and to publish its name, trademark and/or logo on Licensor’s website, solely for the purpose of identifying Client as a Licensor client.

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4. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, Licensor grants and Licensee accepts a nonexclusive, non-sublicensable and non-transferable right to use the Software for a limited period.

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The licensing of the Software to Customer shall be governed by the terms and conditions of this Agreement. No other terms and conditions whether set out in invoices, quotations, end user license agreements, click-through agreements or other standard form documentation will apply to the licensing of the Software.

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The Product may be ordered and used under the terms of the Agreement by Customer and any legal entity under Control of Customer. The Product may be provided by Licensor or any other legal entity under Control of Licensor.  

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5. SCOPE OF LICENSE

Customer shall be permitted to copy the Software to the extent that copying is necessary for the contractual use of the software. The contractual use includes the installation, loading, displaying, and running of the installed Software by Customer as well as for back-up and archival storage purposes without any additional Fees.

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Customer may make such copies of the Documentation as are appropriate for the contractual use of the Software in accordance with the terms of this Agreement or as are necessary for back-up and archival storage purposes without any additional Fees.

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Customer shall not copy or reproduce the Software or Documentation unless expressly authorized in this Agreement. Customer agrees to use no more copies of the Software, and portions thereof, than Customer has licensed from Licensor under this Agreement, and for which Customer pays Licensor the Fees in accordance with the payment terms in this Agreement.

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6. PRICE AND PAYMENT

The Fees payable under this Agreement, and the principles for the discount applicable to Customer under this Agreement, are set out in the associated quote.

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Invoices shall be paid within fourteen (14) days after Customer receives an invoice from Licensor. Past due payments shall be subject to an annual interest charge of 6%.

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Licensor invoices shall always include Customer purchase order number contract/quote reference and Customer contact name. Invoices shall be sent to customer contact as defined by customer and agreed by licensor.  

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Questions regarding payments, reminders and statements shall be addressed to provided customer contact.

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Individual cost items shall be clearly specified. The applicable Subscription Period shall be clearly specified.  

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Prices quoted are exclusive of associated taxes which shall be payable in addition by Customer where applicable unless licensor provides appropriate tax-exempt documentation.

The prices agreed in this Agreement shall be fixed for the duration of the first year following the Effective Date. Thereafter, Licensor shall have the right to change the prices agreed in this Agreement annually in line with the changes of the US Consumer Price Index (CPI). Licensor shall give Customer notice of changes to the agreed prices as listed in the associated quote ninety (90) days in advance to take effect on the following anniversary date of this Agreement.  

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Licensor shall further have the right to change the prices agreed in this Agreement when providing an Upgrade to Customer as defined in Exhibit 2. Licensor shall give Customer written notice of the Upgrade ninety (90) days before implementation of the Upgrade. In the event the price increase exceeds ten percent (10%), Customer shall have the right to terminate the Agreement prior to the next anniversary of the Agreement and within sixty (60) days of receipt of the written notice (right to terminate the Agreement due to Upgrade).  

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7. DELIVERY AND DISTRIBUTION

Licensor shall, unless otherwise agreed, deliver the Software to Licensee within two (2) Business Days after the Effective Date. Licensor has fulfilled the obligation to deliver the Software as soon as Customer is provided with the possibility to download the Software. Licensor shall not be obliged to provide Customer with a copy of the Software on a physical data carrier.

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8. REPORTING OBLIGATIONS AND AUDIT RIGHTS

During the term of this Agreement, Customer shall permanently report to Licensor all information that is necessary to calculate Fees payable to Licensor. In particular, Customer shall without limitation immediately notify Licensor of any increase in the number of users or the tier (as defined in associated quote).  

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With at least sixty (60) days’ prior written notice, Licensor may audit or mandate an external firm to audit Customer’s use of the Software is compliant with this Agreement.  

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Any such audit should, to the extent possible and reasonable, be performed remotely and not unreasonably interfere with Customer’s business.

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Customer will provide Licensor with access to all relevant records necessary to conduct the audit.  

If an audit reveals non-compliance, Customer shall reimburse Licensor by paying twice (2) the amount of Fees that the detected actual use, based upon the prices agreed between the parties under this Agreement. In addition, Customer shall execute an Order for additional subscription licenses going forward.  

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Costs of the audit shall be carried by Licensor, unless non-compliance of the use by Customer exceeds the agreed use by 5%, in which case Customer shall carry all costs of the audit.  

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9. SOFTWARE MAINTENANCE

Licensor shall provide Customer with Software Maintenance.  

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Terms of Software Maintenance, particularly the scope of the services provided, shall be regulated by the provisions of Exhibit 2.

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10. EDUCATION AND TRAINING

Licensor shall, during the term of this Agreement, make available to Customer on Customer's written request adequate training for use of the Software. Such training services shall be provided at a reasonable level of skill, care, and experience.

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Such services could include scheduled classes, on-site education, and customized education in accordance with terms and conditions for education agreed to by the parties. Training services shall be provided at the prices listed in an associated quote.

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Customer shall be permitted to use and reuse any training materials and presentations provided by Licensor, or parts thereof, for further internal training purposes.  

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11. CONSULTANCY SERVICES

Licensor shall, during the term of this Agreement, make available to Customer on Customer's written request consultancy services related to the Software.  

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Such consultancy services shall be provided at the prices listed in the quote.

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12. WARRANTIES AND REMEDIES; LIMITATION OF LIABILITY

Licensor warrants that the Product will conform to the Documentation and the specifications set out in Exhibit 1. Licensor shall at its own expense restore conformity upon timely notification at its discretion by replacement or repair, if Customer has promptly given to Licensor written notice of such non-conformity. If Licensor is unable to rectify non-compliance within three (3) months, Customer shall be entitled to terminate the Agreement with immediate effect and Licensor shall refund to Customer the Fees paid for the ongoing Subscription Period on a pro rata basis. Any further claims by Customer (including the right to reduce the Fees or to claim damages) are expressly excluded.

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In the event, Customer notifies Licensor of any claim by a third party that the Product or use of the Product infringes any third-party's Intellectual Property Rights, and such infringement is established or acknowledged by Licensor, Licensor shall, at its own expense and option either:  

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1. Procure for Customer the right to continue the use of the delivered Product;

2. Replace the same with a non-infringing product of equivalent function and performance;

3. Modify the delivered Product so that it becomes non-infringing without materially detracting from function or performance; or

4. If none of the above-mentioned measures proves successful terminate the Agreement and refund the aggregate amount of Fees and other remuneration paid hereunder during the then ongoing Subscription Period.

Customer shall provide Licensor with all reasonable assistance in defending against such third-party claims and permit Licensor complete control of the defence or settlement of such claim.

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Licensor shall not be liable to Customer for any loss of profits, special, indirect, consequential, or incidental damages, even if it has been advised of the possibility of such damages.

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Licensor's liability to Customer shall be limited to monetary damages and its liability per event or series of connected events shall not exceed the amount of Fees paid to Licensor in respect of Customer's use of the respective Products.

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Licensor shall not be liable for delays or non-performance due to civil disobedience, acts of God, casualty or accident, war, labor disputes, government actions, or other similar causes or occurrences beyond its control ("Force Majeure").

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Nothing in this Agreement shall limit liability that cannot be excluded under applicable law. This Clause 12 states the exclusive remedies available to Customer. Any further claims by Customer (including the right to reduce the Fees or to claim damages) are expressly excluded.

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13. PROPRIETARY RIGHTS

Customer acknowledges that the Intellectual Property Rights in the Software are owned or licensed by Licensor and further that Customer has no rights in the Software and Documentation except those expressly granted by this Agreement.

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Customer agrees that it will not, at any time during or after termination of this Agreement, save as expressly permitted by this Agreement: (i) sell, assign, lease, distribute, or otherwise transfer the Software; (ii) copy or reproduce the Software; or (iii) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, except to the extent permitted by applicable legislation.

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Licensor acknowledges that all rights in Customer’s data shall remain the sole property of Customer. Nothing in this Agreement, Customer’s use of the Software nor Licensor’s provision of services gives Licensor any rights to Customer’s data except to access and use the same for the sole purpose of performing its obligations as per this Agreement. Licensor is explicitly prohibited to use Customer data for any other purpose, including but not limited to aggregation with other Customer’s data, without the express prior written permission from Customer.

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14. CONFIDENTIALITY

The parties shall keep Confidential Information of the other party strictly confidential and shall protect Confidential Information by taking appropriate technical and organizational precautions. This obligation shall continue to apply after the expiration or termination of this Agreement without limit of time.

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15. PERSONAL DATA

Each party shall comply with its respective obligations under applicable data protection and privacy laws to the extent that, in connection with this Agreement and the provision of the obligations under this Agreement, a party processes (i.e. collects, stores, transfers, etc.) personal data. To this provision, ‘Personal Data means any information relating to an identified or identifiable natural person, including but not limited to (i) Licensor’s staff and/or contractors, (ii) Customer’s staff and/or contractors, (iii) as well as external individual parties.  

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Upon becoming aware of a security incident, Licensor shall inform Customer without undue delay and shall provide all such timely information and cooperation as Customer may reasonably require for Customer to fulfill its data breach reporting obligations under (and in accordance with the timescales required by) applicable data protection law.  

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16. EXPORT RESTRICTION LAWS

Both parties shall comply with any export and international trade control laws and regulations as applicable to the export, import, and/or end-use of the Products under this Agreement.  

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17. TERM AND TERMINATION

This Agreement shall have a term commencing on the Effective Date and, unless terminated in accordance with the terms of this Agreement, continuing in effect for a period specified in an associated quote. Thereafter it shall be automatically renewed for further periods of one year unless terminated by either party giving not less than three (3) months' written notice to the other party to expire on an anniversary of the Effective Date. Termination of this Agreement shall not affect existing Orders, which shall continue to be in force unless otherwise specified under this Agreement and for which the terms and conditions of this Agreement shall apply.

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Any Order shall have a term commencing on the Subscription Commencement Date and, unless terminated in accordance with the terms of this Agreement continuing for a Subscription Period. Thereafter, the Order shall be automatically renewed one Subscription Period at a time unless terminated by either party giving not less than one (1) months' written notice to the other party to expire at the end of the Subscription Period.

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Customer shall have a right - at its discretion - to renew and/or terminate subscription licenses for all licenses of a Software or only a selected (by Customer) subset of the licenses. The Fees are reduced proportionally if only a subset of the licenses is renewed.

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Each party shall be entitled to terminate the Agreement and all Orders immediately for cause:

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• If the other party commits a material breach of the Agreement, and, provided the breach is capable of remedy, such material breach has not been remedied within 30-days of receipt of a written notice from the non-breaching party to do so, or, if a remedial plan has been agreed, within the time agreed in the approved remedial plan;

• If the other party commits a material breach of the Agreement which is not capable of remedy;

• If (i) the other party ceases to carry on business; or (ii) the other party ceases to be able to pay its debts as they become due; or (iii) any step is undertaken in bankruptcy, insolvency, winding up, debt enforcement, composition or corporate reorganization proceedings against the other party; or (iv) the whole or part of the other party’s assets, operations or business is seized or placed under embargo or administration; or (f) payments by the other party are suspended under applicable insolvency protection procedures; or

• To the extent otherwise expressly set out in the Agreement.

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Provisions of this Agreement which either are expressed to survive its expiry or termination or from their nature or context it is natural that they are to survive such termination (including without limitation the provisions of Clauses 13 (“Proprietary rights”), 14 (“Confidentiality”), 16 (“Export restriction laws”), 17 (“Term and Termination” to the extent applicable) and 18 (“Disputes; Governing law and Jurisdiction”)), shall remain in full force and effect notwithstanding expiry or termination.

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Should any Order be terminated for any reason by either party in accordance with this Agreement (except due to Customer’s material breach), Customer shall be entitled to receive a refund of already paid Fees related to terminated Orders from the date of termination and shall be freed from all obligation towards Licensor to pay any future Fees for such Orders. In case of such termination of an Order, Customer shall also have the right to terminate Orders for other Products if the value of such Products for Customer is dependent on the availability of the terminated Product.  

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With termination of this Agreement, Customers rights to use Software and Documentation shall terminate. Customer may continue to use the Software for a maximum period of six (6) months after termination of the Agreement for the purpose of unencrypting Customers data to restore the accessibility of the data without using the Software.

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After termination of the Agreement and unencrypting Customers data, but not later than six (6) months after termination of this Agreement, Customer shall delete every copy of the Software. Customer shall promptly provide written confirmation to Licensor confirming deletion of all copies of the Software.  

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18. DISPUTES; GOVERNING LAW AND JURISDICTION  

This Agreement (and all non-contractual or other obligations arising out of or in connection with it) shall be governed by Swiss substantive law without regard to its conflict of law provisions.  The UN Convention on Contracts for the International Sale of Goods or any enactment thereof shall not apply.  

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The parties shall use reasonable efforts to settle amicably any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof.  If the parties fail to reach a settlement, any dispute, controversy, or claim arising out of, or in relation to, this Agreement, including regarding the validity, invalidity, breach or termination thereof, shall be finally resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be one. The seat of the arbitration shall be Zurich. The arbitral proceedings shall be conducted in English. The expedited procedure shall apply. Either party may enforce the award of the arbitral tribunal before any competent authority. The parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause (including any information disclosed during such proceedings as well as any decision or award that is made or declared during such proceedings) will be kept strictly confidential.

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Notwithstanding the preceding paragraph, the parties may agree, at any time, to submit the dispute to mediation in accordance with the Swiss Rules of Commercial Mediation of the Swiss Chambers’ Arbitration Institution.

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19. ESCROW

Licensor shall, if requested by Licensee, deposit and maintain one copy of the source code of the current version of the Software with an Escrow Agent on its standard terms. This Escrow agreement and its related costs are not part of this agreement nor covered by the quote or supporting commercial proposal.

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20. GENERAL

This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Customers general terms and conditions shall not apply.

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This Agreement may only be amended by written agreement of the parties, signed by duly authorized representatives of the parties.

Notices sent under this Agreement shall be validly served if sent by email to the recipient party as provided during PO placement.

Any notice shall be treated as having been served on confirmation of email delivery.

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The provisions of this Agreement shall be construed to be valid and enforceable according to applicable laws. Should any provision hereof be unenforceable or invalid according to applicable laws, it shall only be unenforceable or void to the extent of such unenforceability or invalidity and shall for the remaining be replaced by a valid and enforceable provision which shall satisfy the legal and economic meaning/result of the ineffective provision. The remaining provisions of this Agreement remain binding and in full force. The same shall apply to any gap in this Agreement.

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No waiver of a breach or failure to enforce a right by either party shall constitute a waiver of a subsequent breach.

The subject headings of the clauses of this Agreement are included for the purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

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The relationship of the parties under this Agreement is that of independent contractors. No partnership, agency, or joint venture is created by the signing or execution of this Agreement.

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21. ELECTRONIC EXECUTION

This Agreement and any other documents relating to this Agreement, and any amendments or supplements thereto or mutually agreed cancellation thereof, shall be treated as a handwritten original delivered in person, to the extent that they are executed (i) using an electronic signature (such as DocuSign, Skribble or Adobe Sign, whether or not the electronic signature is issued by a provider recognized or accredited under applicable law) or (ii) by email delivery of a hand-signed PDF.

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Exhibit 1

The Software

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1. Solution Overview

Secude is an established global security solutions provider that extends Microsoft Purview Information Protection (MPIP) for CAD and SAP users. With a focus on making the business process for data protection efficient and automated with little or no user interaction, Secude’s goal is to provide ease of use solutions while minimizing the cost of rollout and operations. Secude has several distinct product lines as described below.

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2. HaloCAD

HaloCAD extends Microsoft Purview Information Protection (MPIP) to CAD files, including complex multi-CAD integrations, securing sensitive data without affecting the end-user experience. HaloCAD automatically applies MPIP authorization tags to CAD files at the point of origin, ensuring sensitive data is encrypted outside of your IT perimeter and only accessible by authorized users. HaloCAD’s lifelong access control secures your priceless CAD files inside and outside your IT perimeter. HaloCAD protects sensitive IP data when shared with external partners across the production chain, so you can collaborate with peace of mind.

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A detailed description of all deliverables and services shall be provided in an associated Statement of Work (SOW).

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1. 2.1 HaloCAD Add-On for <CAD Application>

This is the Add-on for the corresponding CAD Application. It can be used standalone or in combination with HaloCAD for PLM or HaloSHARE. The HaloCAD Add-on can read labeled/protected files, enforce the corresponding privileges, control menu options, and change MPIP labels. There is no automation available here as setting labels happens manually.

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• The Add-On is developed using technical partnership with the corresponding vendor.

• Resides inside the CAD application workspace.  

• Displays labels as a drop-down list based on access level.

• Responsible for applying the appropriate permissions – view, edit, copy, print, and export.

• Is delivered as standard Microsoft setup and with appropriate licensing.

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2. 2.2 HaloCAD Reader Add-on for <CAD Application>

This is the free standalone Add-on for the corresponding CAD Application. HaloCAD Reader can read protected files and always enforce “read only” privileges. Labels cannot be set or changed. CAD files cannot be edited.

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Architecture

Supported Versions

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Secude software and this license agreement includes support for the corresponding software versions following the n-2 support scheme, where “n” is the currently available release.  

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3. HaloCORE

Secude HaloCORE is a modular solution for the protection of supported sensitive data and intellectual property as well as personally identifiable information, which are exported from SAP. All modules use the HaloENGINE for automated classification of downloads and data transfers. Predefined templates facilitate the creation of the rules. HaloCORE consists of the following modules:

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Monitor

Complete transparency over SAP exports and “firefighter activities”; automated implementation of compliance guidelines for SAP data exports with context-based classification; alerting of compliance breaches; closing of detection gaps in SAP Access Control Governance, Risk, and Compliance (GRC).

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Data Stream Intelligence

Monitoring and classification of different types of data streams between SAP systems and the connected satellite systems (e. g. RFC, IDOC). Thus, enterprises gain insights into the “invisible“ SAP application activities and significantly reduce their IT security risk.

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Block

Recognizing and preventing sensitive SAP data from being leaked and used in a manner that is in breach of the rules; control of unlawful data use with a context-based classification.

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Protect

Encrypting SAP data exports with Microsoft Purview Information Protection (MPIP/RMS) and sharing these across the company; integration of completely customizable and safety-related classification features.

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Architecture

4. HaloSHARE

HaloSHARE is implemented as a Windows service. This Windows service monitors a particular folder configured for MPIP labeling/protection. Whenever a file is copied to the configured folder, it will apply the configured MPIP label to the files in the folder. If the replication to the “outbox” folder (for external sharing) is configured, it will copy the labelled/protected files to the outbox folder. HaloSHARE is connected to the Azure tenant of Customer and has access to the Microsoft Purview Information Protection Service.

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Architecture

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System Requirements

• Windows Server (2012, 2016, 2019) with proper Windows updates.

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5. Manuals, Guides and Operating Procedures

Secude will provide, together with the software, the following manuals and guides:

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• Installation Manual
• System Requirements Description

• Architecture Overview

• Installation Procedures for all Components

• Testing Procedures
• Troubleshooting Procedures

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• Release Notes

• New Features

• Known Issues

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6. Requirements - Microsoft Purview

Secude is seamlessly integrated with Microsoft Purview Information Protection. For this integration, the following Microsoft frameworks were included in the product.

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• Microsoft Authentication Library (MSAL)

• Microsoft Information Protection SDK (MIP SDK

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Secude uses MPIP unified labels with encryption to protect associated files.

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To use the Microsoft Purview Information Protection Service, it must be licensed from Microsoft. The corresponding Microsoft licenses are not included in the Secude licenses.

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See:  

https://learn.microsoft.com/en-us/office365/servicedescriptions/azure-information-protection

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• It is recommended to run a MPIP development and test environment (e.g., for User Acceptance Testing)

• The Secude Software must be registered as a new app in the Azure Portal.

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Exhibit 2

Terms of Maintenance

1. DEFINITIONS AND INTERPRETATION

The term “Software Maintenance” is used by the parties to refer to support for Customer by Vendor regarding the usage of the Software on the operating system described in the Agreement. Support by Vendor consists of written responses to questions on the functionality of the Software, error analysis and debugging as well as the provisioning of updates with programming corrections. Software maintenance in form of the corresponding updated or upgraded software files will be provided under the terms of this Agreement without separate compensation.

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The term “Update” is understood by the parties to mean the bundling of one or more programming corrections and minor functional improvements provided in electronic form or on data storage media. Updates in form of corresponding updated license files will be provided under the terms of this Agreement without separate compensation.

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The term “Upgrade” is understood by the parties to mean the bundling of multiple programming corrections and extensive functional improvements and/or modifications.

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The term “Response Time” is understood by the parties to mean the time commencing upon receipt of the error report through the software service tool and ending with a reaction by Vendor. For such purposes, only periods during the Service Times will be considered.

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The term “Service Times” is understood by the parties to refer to times during which Customer has claim to services by Vendor. Service Times for standard maintenance are Monday - Friday between 9am and 5pm EST, excluding legal holidays in the US. Service Times for 24/7 maintenance are 24 hours, 7 days, 365 days in all regions and including legal holidays.  

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The term “Workaround” is understood by the parties to mean a solution that enables Customer to compensate for the disruption in partial functionality of its Software. Circumvention enables Customer to achieve functionally similar work results as could have been achieved without the loss of the functionality with only minor limitations. It is possible that the amount of work needed for the Work-around is slightly higher than the amount of work needed for unrestricted operations.

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Customer shall have the option, exercisable in writing at least 90 days prior to the annual payment due date, to select between 24/7 service times for maintenance or standard service times for maintenance for the upcoming term.

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2. Scope of Services

Vendor provides Customer “Software Maintenance” based on the current state of technology as of the conclusion of the Agreement. Services are limited solely to the use of products in the listed versions in connection with the respective operating system described in the Release Notes.

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Vendor is authorized to refuse to provide “Software Maintenance” in the event it is to be provided for software versions that do not represent the last or second last version at the respective point in time.  

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Vendor provides the following services in accordance with the terms of this Agreement:

• Vendor analyzes all questions and problems submitted electronically (email or Web portal) indicating the software maintenance and maintenance contract number.

• In the case of problems that cannot be reproduced by Vendor, Vendor will assist Customer in determining the cause of the error.

• Vendor will fix errors within a reasonable period - provided Vendor is able to do so at all.

• Vendor will provide Customer with software updates in electronic form.

• Vendor provides Customer a software service tool as online ticketing portal (support.Secude.com).  

• Vendor will define priorities as follows based on contents/description of the inquiry:

Based on these priorities, the following response times and escalation steps are defined. The response times describe the period up to which Customer is "proactively" informed about the status of his request.

• The response times related to the escalation steps determine the point in time at which the department head / management team member is informed in the event a response has not yet been submitted by Vendor. A solution may also represent a work-around which reduces the priority of the error report.  Key:  h = hour, d = workday

• Vendor will provide Customer an access code that enables Customer to access a special download area containing the current version of Vendor’s software.  

• On-site or other Customer-specific services are not covered by this Agreement. If Customer desires analysis and solution of the problem on-site, a separate agreement will need to be concluded on a case-by-case basis.  

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3. DELIMITATIONS OF SCOPE

• Web sessions with training character and product demos about innovations.

• Installation and Configuration Services of the products. All efforts, services, consulting etc., that exceed the mere provision of the new software files or answering the support tickets are extra charges and can be purchased via Vendor’s consulting and professional service team, requiring a dedicated commercial proposal and purchase order.

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4. CUSTOMER OBLIGATIONS

• Customer is required to provide Vendor the name of a contact person who is authorized to request services to be provided under the Agreement.

• Customer will provide, electronically (email or Web portal), notice of defects in the software in understandable and detailed form, including a reference to the applicable update and software maintenance contract number, including a description of observable information needed for recognition of the error and its analysis. In this context, the steps that led to the error must be described, if applicable, including examples and copies of the files concerned and the appearance and effects of the error. Customer is to present its error notices and questions as precisely as possible. It is required to make competent employees available.

• Within the limits of what is reasonable, Customer is required to implement a work around or final solution provided by Vendor that simplifies the determination of the error and its cause, in particular Customer will follow the reasonable instructions of Vendor to the extent this is necessary for the description, limitation, determination, and reporting of the error.

• Vendor will conduct tests required to correct the error using its own hardware and software at its own cost. Subject to Customer’s prior consent which Customer will not refuse to give without good reason, Customer will provide Vendor software and hardware, including peripherals, reasonably needed for such tests at its own expense.

• Customer is responsible for the backup of its data in an orderly manner.

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