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                        Software License Stipulations On Premise of
              Maas Holding GmbH, Egartenstr. 7/1 D-70794 Filderstadt, Germany
                                  (named hereafter “MAAS”)
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§1  Subject matter of the contract
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1) MAAS grants the Customer a non-transferable, non-exclusive right to the use of the
   software designated in the license certificate, subject to the following conditions.

   If, on conclusion of this agreement, the Customer acquires from MAAS further software
   products which exceed the quota listed in the license/service certifications, MAAS
   includes these in the respective license/service certifications and sends this to the
   Customer with reference to the change. The new license/service certifications replace the
   previous license/service certifications in each case. The new licensed software becomes
   the subject of preventive maintenance and support. The Customer can reject an inclusion
   of the new licensed software in the software support care, in writing, within four weeks
   following receipt of the new license/support care certifications.

2) The permitted use includes the storage of the licensed software, the execution of the
   programs, as well as the processing of the data inventories. Further user rights of the
   Customer do not exist. The generation of backup copies, the testing and examining of the
   programs, as well as any decompilation, are permissible only in as far as this is
   absolutely necessary, based on legal specifications The copying of the data storage media
   as such - also for different locations - is permissible; meanwhile the use of the copied
   data storage media is permissible only within the framework of the license certificate,
   therefore only in the case where the Customer has acquired a license in this respect. In
   case of the manufacture of such copies, the Customer is obliged to inform of the number,
   creation date, safekeeping location / area of application and the storage medium employed
   in each case, on request, in writing. All rights to these copies remain with MAAS.

3) The Customer is obliged not to change any protection notes included in the licensed
   software, such as e.g. copyright notices and other reservations of rights, and is obliged
   to transfer these over completely into the copies of the licensed software created.

4) Should the software made accessible by the Customer be in-part so-called free or
   open-source software, the software, insofar as it involves standalone free or open-source
   software will be made available to the Customer free of charge.

   Any guarantee and liability for freely provided or open-source software is excluded.

5) The Customer is not entitled to transfer the rights designated here to third parties, or
   to concede these corresponding rights of use subject to payment or free of charge.

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§2  Software specification and scope of performance
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The type and scope of the mutual performances are regulated by the following conditions in
the stated order of priority:

-  the license certificate

-  the conditions of this contract

-  general standard terms and conditions for hardware and software and software licenses of
   MAAS.

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§3  Effective life of the license agreement
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The granting of the rights of use designated under § 1 is implemented for an indefinite
time. The license automatically loses its effectiveness without needing notice to quit if
the Customer violates any stipulation of this contract. In case of termination, the Customer
is obliged to destroy the software, as well as all copies of the software, within 60 days.

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§4  Obligation to take care
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The Customer shall safeguard the supplied data storage media secure location which is
protected against inadmissible access by third parties, as well as instruct their employees
emphatically to compliance with the existing contract conditions, as well as make reference
to the copyright.

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§5  New versions
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1.  MAAS informs the Customers about the availability of fixes, service packs (individual or
    collective error corrections, new features) and new versions (releases) of the licensed
    software. The Customer has the option of ordering the fixes, service packs and new
    versions.

2.  If the Customer receives corrections or new versions of the licensed software, then he
    has to delete the preceding version of the licensed software completely from his IT
    system, within two months following receipt of the corresponding materials, and either
    destroy all generated copies or return them to MAAS.

3.  MAAS reserves the right to carry out error trouble-shooting by means of the delivery of
    updated software versions or current software versions. MAAS reserves the right to give
    notice to quit maintenance and service for obsolete software versions with a period of
    notice of three months to the end of the month.

4.  The version currently marketed in each case, with the current revision level, is
    considered as up-to-date software. Provided that the Customer desires an error
    correction on the older software version, he is obliged to update.

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§6  License compensation
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The license compensation is included in the costs to the software and/or the ongoing capital
expenditure for the purchase, and is itemized in the license certificate according to the
individual components.

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§7  Delivery and uploading
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1.  MAAS supplies the software in a status ready for uploading. MAAS uploads the individual
    software modules, insofar as this is arranged within the framework of the license
    certificate, onto the IT-system or device as contractually agreed and informs of the end
    of the upload.

    The delivery of manuals and documentation, over and above the written material / program
    description delivered with the software and the user prompting implemented in the
    software and/or on-line help, or an instruction, is owed only in the case where this has
    been arranged explicitly in writing between the parties.

    In the case of such an explicit agreement, the requirements regarding content, language
    and scope of a manual to be explicitly supplied and/or documentation are not affected,
    and the delivery of a brief instruction is sufficient, unless the parties have arranged
    further specifications in writing.

    The delivery of operating instructions in the English language is admissible if the
    subject matter of the contract is not yet completely localized for the respective
    market. The same applies when the subject matter of the contract is generally available
    in an English-speaking version only.

2.  The Customer is obliged to establish the stipulated application prerequisites, such as
    e.g. minimum requirements on systems, appliances and programs, required memory capacity
    and CPU times by the beginning of the upload work, and during the upload and operation.

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§8  Support and personnel training
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1.  MAAS supports the Customer in the use of the software with the instruction of the
    employees of the Customer in the use of the software and hardware, as well as with the
    removal of those defects which are covered by the guarantee. These performances are to
    be compensated separately.

2.  On request by the Customer, MAAS will repeat or intensify the instruction. The
    additional instruction time is to be compensated separately.

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§9  Conditions and terms of payment
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1.  The compensation for the individual prices results from the respective license
    certificates. All payments are due within 14 days following receipt of bill. All prices
    are understood plus the VAT-tax valid in each case.

2.  Any offset or retention is permissible only with claims of the Customer which are not in
    dispute or which have been determined as legally-binding.

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§10  Duties to provide information
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The Customer is obliged, independently of the value of the software provided, to notify MAAS,
in writing, of the removal of a copy protection or a similar protection routine from the
program code. The Customer must describe as exactly as possible the disturbance in the
program use necessary for such a program modification to be allowed. The transfer obligation
includes a detailed representation of the malfunction symptoms which have occurred, the
reason for malfunction, as well as in particular a detailed description of the program
modification carried out.

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§11  Reservation of ownership / copyright
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1.  Property rights and copyrights to all worksheets, data storage media and programs, which
    were provided or developed by MAAS for the implementation of this contract, remain with
    MAAS.

2.  In case of indebted payment arrearages of the Customer, as well as in case of any
    significant violation of care and duty obligations, the assertion of the reservation of
    ownership shall not be considered as retirement from the contract by MAAS, unless MAAS
    informs the user of this explicitly

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§12  Liability
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MAAS is not liable for claims or complaints which arise from the following:

-  any change to the software not carried out by MAAS

-  the utilization of the software in combination with another product, which has not been
   provided by MAAS for combination with the software or
   
-  the use of the software in a manner for which it was not planned.

-  faults of the telephone lines to their server in case of power failures, and in case of
   failures of servers which are not within their sphere of influence.

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§13  Place of performance/place of jurisdiction
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Filderstadt is place of performance and place of jurisdiction. The entire contractual
relationship is subject to the laws of the Federal Republic of Germany exclusively.

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§14  Clause concerning written form
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1.  Changes and extensions to this contract must be designated as such, and require the
    written form and signature through both contracting parties. Any deviations from these
    stipulations may also be in writing only. The same applies for any possible secondary
    agreements.

2.  No verbal agreements have been concluded.

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§15  Severability clause
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1.  If any stipulations of this contract should be, or should become, ineffective,
    completely or in part, then the validity of the remaining stipulations of this contract
    is not affected by this. A replacement regulation is made effective in place of the
    ineffective stipulation which comes closest to the objective targeted by the ineffective
    stipulation.

2.  The same applies if, in case of implementation of the contract, any gap becomes apparent
    requiring a regulation / extension.
   
© Maas Holding GmbH, Filderstadt, Germany, January 2013
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