Software maintenance and servicing

1. Scope of the maintenance conditions

1. The eyebase installation in question will contain the programs, program components, and modules listed in the offer, which are maintained and supported by the manufacturer, supplier, or commissioned third-party companies.
2. The software maintenance services relate to a program unit. This is the case if the program is installed and used on the "required system environment" at the user's location or, alternatively, hosted by eyebase and in accordance with the offer.
3. Software maintenance and support always applies to all licensed modules. If the user purchases an additional program or program module after concluding the software Maintenance agreement, the maintenance agreement is automatically extended to this program, with the corresponding maintenance fee being charged.
4. Certain obligations of CMB do not apply to eyebase modules that are designated as third-party products

2. Start, duration, and termination of maintenance

1. Commencement and duration
   It shall take effect on the first calendar day of the month following installation and shall be concluded for an indefinite period.
   Termination
2. Both the customer and the supplier may terminate the software maintenance and servicing with 3 months' notice to the end of a calendar year by means of an email with confirmation of receipt, for the first time at the end of the calendar year following the start date specified in section 2.1.
   Termination for good cause

3. Both the customer and the supplier may terminate the agreement for good cause with immediate effect by sending an email with confirmation of receipt. Good cause shall include, in particular

   
   • A serious breach of duty by a contracting party which is not remedied despite a reasonable grace period.
   • The openingof Omposition or bankruptcy
   Proceedings against the assets of a contracting party or the rejection of the opening of bankruptcy proceedings due to a lack of assets to cover costs
   • non-payment of maintenance invoices and other invoices issued by eyebase, despite a reminder with a grace period of 14 days

3. Scope and implementation of software maintenance

1. Free advice and information
   Within the scope of this contract, eyebase will be available to the customer from Monday to Friday (except public holidays)between 9:30 a.m. and 5:00 p.m. by telephoneat the telephone number provided for advice on the use of. 

   The eyebase installation and information, but not for advice /information regarding hardware, software programs other than those listed in section 1.1, and any peripherals used in connection with the eyebase installation (e.g., printers, Internet, etc.). Consultations regarding topics not specific to DAM (e.g., color profiles, file types, rights management, etc.) are also not covered by the eyebase software maintenance contract.

2. Information about eyebase functions that are described in the manual or have been taught in training sessions will be recorded and billed as training or consulting tickets.

4. Adjustments and improvements

1. Content of adjustments and improvements eyebase provides the customer with new versions in the sense of follow-up versions of eyebase. These include changes to adapt to relevant influencing factors as well as new functions and features, provided that such changes are within the scope of the program's technical capabilities.
   Such modified / adapted eyebase versions are considered follow-up versions. For certain adjustments, it may be necessary to update the operating system or network operating system to the version required by eyebase, which is generally the responsibility of the customer, unless eyebase is hosted by the manufacturer.
2. For adaptations and improvements
   eyebase alone decides whether and when a subsequent version is necessary. However, eyebase shall make reasonable efforts to adapt the program accordingly within a reasonable time after changes to relevant influencing factors. Software maintenance services shall be provided at the customer's discretion by sending a standard data carrier (e.g., email, screenshot, etc.) containing the subsequent version or by making it available on/via the Internet. If remote maintenance is possible, the software maintenance services to be provided by eyebase will be provided electronically. It is expressly pointed out that some services can only be provided if appropriately competent personnel of the licensee are present on site.
3. Correction of suspected errors
   Errors are defined as deviations from the service description / documentation for the latest program version.
   If the customer suspects errors in eyebase, they must immediately inform the manufacturer or supplier in writing and send the necessary documents together with the input and output data on a standard data carrier (e.g., email, screenshot, etc.) or by providing them on/via the Internet and a description of the possible error to the supplier. The supplier shall analyze the documents and the data carriers and, at its own discretion, make the necessary corrections to eyebase or take other measures that the supplier deems appropriate to avoid and/or prevent such errors and, at its own discretion, send the customer the correction and / or a list of the measures to betaken by the customer or a follow-up program version. The manufacturer shall respond to the error description within 1 working day of receiving the error report and clarify a) what type of error it is and b) when the error will be corrected. In any case, the manufacturer shall immediately begin troubleshooting in the event of errors that hinder work (so-called "critical errors"); other errors (so-called
   "cosmetic errors") shall be corrected as soon as possible in consultation with the customer.
   If eyebase determines that suspected errors are due to input errors or improper use of the software or use that is not permitted under the license agreement, the customer shall pay a reasonable fee for the personnel and computer time spent investigating the suspected errors and the associated expenses
   The manufacturer may require the customer to prove suspected errors using their (current) version of eyebase.
   The manufacturer shall notify the customer in writing of any significant errors discovered by it or by third parties that could potentially affect the customer.
4. Effect of new versions
   Each subsequent version or new version of eyebase is automatically subject to the applicable software license agreement.
   The manufacturer's declaration of readiness to deliver a new version shall terminate the customer's entitlement to software maintenance for the previous version.
5. Restoring eyebase
   The manufacturer will restore an eyebase installation on standard data carriers(e.g., CD-ROM) or by providing it on the Internet if it has been damaged as a result of operating errors, program or hardware errors. However, the customer's data or data carriers will not be restored, and the customer must therefore back up their data stored on data carriers by making backup copies.
6. Adaptation/improvement of documentation or eyebase
   The manufacturer shall provide the customer with information on eyebase or additions to the user documentation insofar as eyebase is improved, supplemented, or adapted to relevant influencing factors.
   (This is usually done via the Internet.)
7. Retraining
   The supplier shall provide expert personnel for the refresher training requested by the customer at the hourly rates applicable to training courses.
8. Time and place of provision of software maintenance services
   The manufacturer shall provide the software maintenance services with in a reasonable period of time. They shall be provided during normal working hours (weekdays from 9 a.m. to 5 p.m.) and at the manufacturer's offices or, if necessary, by a subcontractor commissioned by the manufacturer.
    

5. Services not included in the scope of software maintenance

1. The following services are not included in the scope of software maintenance and can therefore only be provided

   By separate agreement and for a separate fee:
   • Installation of eyebase
   • Recovery of lost or corrupted data
   •Services relating to the system software or those necessitated by changes to the hardware or system software
   • Consulting services for changes to the hardware or software environment on the installation environment
   • The elimination of errors caused by the customer
   • Handling of errors and problems not related to eyebase (e.g., printer settings, network problems, problems in the underlying program components of other manufacturers over which eyebase has no control, etc.)
   • Integration of customer-specific data (such as reports, data imports)
   • Losses and damage caused directly or indirectly by actions or omissions during operation at the customer's premises
   • Assistance with data archiving and / or backup or other consulting services of a training nature

6. Fee

1. Assessment basis and amount
   The basis for calculating the software maintenance fee is the fee invoiced by eyebase for the licensing of the programs and modules offered at the time of purchase. In the case of prices agreed that deviate from list prices, the list prices shall apply as the basis. The software maintenance fee amounts to 20% net per annum of the fee for the licenses of individual programs or program packages.
2. Billing
   The software maintenance fee is invoiced pro rata in the first year from delivery until the end of the calendar year and thereafter for one year in advance. Invoices are due 10daysafterreceiptwithoutdeduction.Intheeventoflate payment, default interest of 8% p.a. shall be payable. As long as the software maintenance fee has not been paid, eyebase shall be entitled to suspend and refuse all maintenance services under this agreement and to terminate the agreement prematurely in accordance with clause 2.3.
    

7. Obligations oft he user

1. The customer must
   • follow the operating instructions provided by eyebase and all other instructions and ensure that eyebase is only used by appropriately trained personnel;
   • inform their employees of new program versions or supplemented user documentation;
   • have all software maintenance work carried out only by eyebase or its agents;
   • immediately report all malfunctions(errors)by telephone (with subsequent written confirmation) or in writing, provide all documents necessary for the description and diagnosis of the errors (system software logs, user software logs, records of inputs and outputs on the clients) and data carriers, and provide eyebase with all information about the nature and origin of the errors;
   • to provide eyebase with the program and datamedia, information, and documents that are appropriate for the fulfillment of the software maintenance obligations;
   • make regular backup copies of all data(for installations at the customer's premises);
   • only install and use eyebase and subsequent versions on the "required system environment" at the operating locations.
   • in the case of online maintenance, to ensure smooth access(i.e., functional server, correctly configured access and access software).

8. Confidentiality

1. The customer and the manufacturer undertake to treat as confidential and secret all facts, information, and data relating to this contract, its content, and its fulfillment, as well as the technical and other "know-how" necessary for its fulfillment, which are neither public nor generally accessible. In case of doubt, all facts, information, and data shall be considered confidential and secret.
   The confidentiality obligation shall continue to apply even after the contractual relationship has ended.
   Any use of data or its disclosure to third parties for purposes other than the fulfillment of obligations or the exercise of rights arising from this contractual relationship is prohibited.
   The contractor is not entitled to derive any rights to this information and data solely from knowledge of the client's facts and data. The contractor shall take all appropriate precautions to protect and securely store all data and information relating to this contract, as well as any trade and business secrets of the client that may become known to them in connection with the performance and execution of the contract.
   The contractor is obliged to comply with the statutory data protection provisions and to ensure the secure and re e use of data. In particular, the contractor shall only use suitable employees and vicarious agents for this purpose.
   The contractor shall indemnify and hold the client harmless in this regard.
   The contractor shall oblige its employees and vicarious agents involved in contract-related tasks to maintain confidentiality in a suitable and verifiable manner and shall also make them aware of their obligations under data protection regulations.
2. In the case of online maintenance, the contractor shall store the online access data with particular care and shall be liable for any damage caused by unauthorized access by third parties.

9. Documents

1. The customer and the manufacturer may only make sections, excerpts, or copies-even partial copies--of manuals, documents, descriptions, programs, etc., which they have received from the other party, in whatever form, if and to the extent that this is necessary for the fulfillment of this contract and permitted under this contract.
2. The customer and the manufacturer shall store all items listed in Section 8.1 carefully and ensure that their contents are not disclosed to unauthorized persons. They acknowledge the exclusive ownership of the other contracting party and shall hand them over to the other party upon termination of the contract and shall have no right of retention.
    

10. General provisions

• Amendments and additions to these provisions - including any waiver of this provision - must be made in writing.
• In all other respects, all provisions of copyright law for computer programs shall apply.
• All disputes arising from or in connection with this contract shall be settled exclusively by the court in Munich with jurisdiction over commercial matters.
• If provisions are not regulated in this agreement, there rspective general terms and conditions of the supplier shall apply.