End-User License Agreement

Version: V.01.01.00 Date of publication: 17.01.2025 This End-user License Agreement (“EULA” or the “Agreement”) applies between THE GREEN BRIDGE Ing. GmbH, in the following TGB d.d. (“THE GREEN BRIDGE”, “TGB”, “Company”, “We”) and you (the “Licenses”, “End-user”, “you”), whereas you accept all these terms and conditions for licensing TGB product(s) hereunder, which may include associated software components, media, printed materials, and “online” or electronical documentation (collectively, the “Software Product”). 1. Introduction 1.1 Acceptance By using the Software product in any manner, you are bound by this Agreement, as well as any terms incorporated by reference in this Agreement. If you are accepting this Agreement on behalf of a company, organization, government, or other legal entity, you represent and warrant that (i) you are authorized to do so, (ii) the entity agrees to be legally bound by this Agreement, and (iii) neither you nor the entity are barred from using the Software product or accepting this Agreement under the laws of the applicable jurisdiction. This Agreement is enforceable against you and any entity that obtained the Software product and, on whose behalf, they were used. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT WISH TO BE BOUND TO THIS AGREEMENT DO NOT USE THE SOFTWARE PRODUCT. 1.2. Scope This Agreement governs your use of the Software product. Except as otherwise specified, this Agreement does not apply to Third-Party Products, which are governed by their own terms and conditions. 1.3. Contracting entity “TGB” means the TGB entity with which you are entering into this Agreement. If you have previously entered into an agreement with a TGB entity, then “TGB” means that entity. If you have not previously entered into an agreement with a TGB entity, then “TGB” means the entity identified in the following: Company: THE GREEN BRIDGE Ing. GmbH (Acronym: TGB) Represented by: Prof. Dr. Roman Brylka Contact: Telephone: +49.8171.481 6223 – 1 E-Mail: info@the-green-bridge.com Registered Entry: Register: Commercial Register Register Location: Munich Register number: HRB 269129 Company ID: 6629997000 VAT ID: DE346828685 Seat of incorporation: Germany 2. Definitions and interpretation 2.1. Capitalized terms have the meaning as defined below in this Agreement and here: “Business Partner” means a legal entity or individual that requires access to the Software product in connection with Licensee’s internal business operations, such as suppliers, distributors or customers of Licensee. “Confidential Information” means, with respect to Licensee: Licensee’s marketing and business plans and/or financial information, and with respect to TGB: (A) the Software product and other TGB materials, including without limitation the following information regarding the Software product: (i) computer software codes, programming techniques and programming concepts, methods of processing, system designs embodied in the Software product; (ii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Software product; and (B) product offerings, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies. In addition, Confidential Information of either TGB or Licensee (the party disclosing such information being the “Disclosing Party”) includes information which the Disclosing Party protects against unrestricted disclosure to others that (i) the Disclosing Party or its representatives identifies as confidential at the time of disclosure; or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure; including, without limitation, information from, about or concerning any third party that is disclosed under this Agreement. “Designated User/s” means the identified quantity of users, including employees, internal or external collaborators and other business partners of the End-user/ Licensee that are agreed upon in EULA Order Form or otherwise approved by the parties as appropriate for Use of the Software product. “Effective date” means the effective date set out in this Agreement or EULA Order Form as “Effective date”. In the event that the Licensee has not concluded an EULA Order Form with TGB or the Effective date is not set out in this Agreement, the Effective date should mean the date that the Software product is made available by TGB to Licensee in accordance with required steps, as described on TGB’s Website. “EULA” means this “End-user License Agreement” executed between TGB and Licensee for the purchase of License to use the Software product as well as any terms incorporated by reference in this Agreement. “EULA Order Form” means the “EULA Order Form” that is executed between TGB and Licensee and is incorporated by reference to this Agreement and governed by the terms of this Agreement. “Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired. “Keycode” means a password protected member account, generated by TGB, which grants the Licensee access to the Software product. “Licensee” means the end-user who is further identified in this Agreement as the “End-User”, to whom this Agreement, as well as any terms incorporated by reference in this Agreement, apply. ”Party” or “Parties” mean Licensee and/or TGB. “Software product” means either: (i) TGB World Platform, TGB Maps Platform and TGB Cloud Services. (ii) TGB Products available from TGB World Platform, TGB Maps Platform and TGB Cloud Services. (iii) other Software products offered by TGB and agreed upon between the parties in EULA Order Form. depending on which Software product the Licensee has purchased under this Agreement and EULA Order Form, as well as corresponding online electronic documentation, associated media and printed materials, including the source code (where applicable), example programs and the documentation, licensed to the Licensee under this Agreement. Software product does not include Third-Party products. “Subscription” means the subscription-based model of Software product purchase with automatically renewal at the end of each subscription period, as determined in this Agreement or EULA Order Form. “Third-Party product” means any third-party information, website, product, service, or materials referenced in, accessible through, or provided in connection with, the Website or Software product. “Use” means to, directly or indirectly, activate the processing capabilities of the Software product, install, execute, access, employ the Software product, or display information resulting from such capabilities. "Use Tracking" means TGB’s possibility to track, monitor, collect and analyse Licensee’s Use of the Software product, as determined in this Agreement. "Website" means TGB website located at www.the-green-bridge.com (including all associated internet country codes), together with all TGB websites and webpages accessible there. 2.2. The use of the singular in capitalized terms also includes the plural and vice versa. The use of either gender in capitalized terms also includes others. The headings, paragraphs and highlights in this Agreement are intended for convenience only and do not affect the very interpretation of this Agreement and have no legal or contractual effect. This Agreement will be interpreted without application of any strict construction in favor of or against you or TGB. 3. Grant of License Software product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All of TGB’s Intellectual Property Rights are and shall remain the exclusive property of TGB respectively. The Software product is licensed, not sold. TGB is willing to grant the Licensee a right to use Software product pursuant to this Agreement and/or EULA Order Form. 3.1. License Subject to Licensee’s compliance with this Agreement and/or EULA Order Form, TGB grants to Licensee a non-exclusive, non-transferable, subscription-based license to Use the Software product at specified site(s) to run Licensee’s internal business intelligence operations, unless terminated in accordance with this Agreement. 3.2. License use TGB may generate and make available to the Licensee a Keycode that will allow the Licensee/s Designated users to access and Use the Software product. The license to Use the Software product is embedded into the Keycode and Software product itself and is valid for Designated users (i.e. quantity of Licensee’s Designated users as agreed upon in EULA Order Form or as selected by the Licensee). Licensee agrees that the Use of Software product will only be made available for Designated users and installed on devices in direct possession of the Licensee. Licensee must comply with all applicable laws and regulations regarding the Use of Software product, including domestic and international export legislation that applies to the Software product. The use of the Software product may be permitted to Licensee’s Business Partners only through screen access, solely in conjunction with Licensee’s Use, and may not be used to run any of Business Partner’s business operations. Licensee is permitted to back up data in accordance with good information technology practice and for this purpose to create the necessary backup copies of the Software product. Backup copies on transportable discs or other media devices must be determined as backup copies and bear the same copyright and authorship notice as the original media devices, unless technically infeasible. 3.3. Embedding It is technically possible to add automation and embed the Software product’s functionality into another products or service. Adding or embedding the Software product’s functionality is compliant with this Agreement, if: (i) the added automation or embedding does not exceed the quantity of agreed upon Designated users; (ii) the added automation or embedding is conducted in accordance with Software product’s Use restrictions under this Agreement or EULA Order Form. 3.4. Trial use TGB may allow End-users to Use the Software product in object-code form only, for a determined trial period and solely for the purpose of allowing End-users to evaluate the Software product. By applying for a trial use, fulfilling the trail use form, clicking the “I agree” button or otherwise accessing or Using the Software product, End-users are bound by this Agreement as well as any terms incorporated by reference in this Agreement and confirm that they have read and understood this Agreement. The trial use shall commence on the date the Software product is made available by TGB to End- users and will automatically terminate upon expiration of the determined trial period. Upon expiration or termination of the trial use, the granted license for Software product shall immediately terminate and the End-user shall irretrievably destroy the Software product. 3.5. Support A licensee may request and TGB may provide support services related to the Software product (“support services”). All support services shall be considered as a part of the Software product and are subject to this Agreement and EULA Order Form. Support services are charged in accordance with TGB’s price list and agreed upon in EULA Order Form. 3.6. Use restrictions Except as permitted and non-excludable under applicable law, this Agreement or EULA Order Form, the Licensee will not, directly or indirectly (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of / or included in the Software product, documentation or data related to the Software product; (ii) modify, translate or create derivative works based on Software product; (iii) copy (except for archival purposes or in accordance with this Agreement distribute, lease, pledge, assign, sublicense or otherwise transfer or encumber rights to the Software product; (iv) distribute or publish Keycodes; (v) Use the Software product for timesharing or service bureau purposes or otherwise for the benefit of a third party; (vi) or remove any proprietary notices, labels; (vii) make any Use of or perform any acts with respect to Software product other than as expressly permitted in accordance with this Agreement or EULA Order Form. 3.6.1 Restrictions Against Misusing the Services. (a) No Scraping. Customer will not export, extract, or otherwise scrape TGB Cloud, TGB Cloud APIs and TGB Maps Content for use outside the Services except as expressly permitted under Specific Terms. For example, Customer will not: (i) pre-fetch, index, store, reshare, or rehost the Content outside the services; (ii) bulk download OAS codes or its metadata, TGB map polygons or other content provide by the Platforms (iii) copy and save business names, addresses, or user reviews. (b) No Caching. Customer will not cache TGB Cloud, TGB Cloud APIs and TGB Maps Content except as expressly permitted under the Maps Service Specific Terms. (c) No Re-Creating of Products and Services. Customer will not use the Services to create a product or service with features that are substantially similar to or that re-create the features of another TGB’s product or service. A customer’s product or service must contain substantial, independent value and features beyond TGB’s products or services. For example, a Customer will not: (i) re-distribute or re-create the TGB Cloud APIs, Open Areaseals and their metadata and TGB Store Kits or pass them off as if they were Customer’s services; (ii) use the TGB World Services and products to create a substitute for the TGB Maps Core Services. (d) No Use in Customer Application Directed To Children. Customer will not use the TGB World Services in a Customer Application that would be deemed to be a “Web site or online service directed to children” under the Children’s Online Privacy Protection Act (COPPA). 3.7. Use Audit TGB shall be permitted to audit the Use of Software product by the Licensee in its sole discretion, which may include on-site and/or remote audits. A licensee shall reasonably cooperate in the conduct of such audits. In the event an audit reveals that the Licensee underpaid license fees and or TGB’s support services, the Licensee shall pay such underpaid fees based on TGB’s price list and terms and conditions in effect at the time of the audit. In the event an audit reveals that the Licensee has Used the Software product in excess (i.e. has exceeded the agreed upon quantity of Designated users in EULA Order Form or as selected by Licensee), the Licensee shall pay such excess Use of Software product based on TGB’s price list and terms and conditions in effect at the time of the audit, and shall execute an additional EULA Order Form to affect the required licensing of any excess Use of Software product. TGB may delegate or request internal / external collaborators or other business partner to perform such an audit. 3.8. Use Tracking Licensee acknowledges that TGB may collect information on Licensee’s Use of the Software product, including Personal Information, and may use such Personal information: (i) to modify, improve, or enhance the Software product or Licensee’s ability to access and Use the Software product ; (ii) to provide the Licensee with better support services, including understanding of the Use of Software product; (iii) to maintain and promote contact with the Licensee, including managing relationships and marketing; (iv) to ensure compliance with applicable legislation; (v) for the purposes of legitimate interests pursued by TGB in accordance with applicable legislation, except where such interests are overridden by the interests of fundamental rights and freedoms of the Licensee; or (vi) for a secondary purpose where it is closely related, such as storing, deleting or anonymizing Personal information and statistical, historical or scientific research. Use Tracking is subject to Confidentiality obligations under this Agreement and TGB does not track, monitor, collect or analyze any Confidential Information of the Licensee used or input for visualization in the Software product. Use Tracking is turned on by default and the Licensee may contact TGB’s support team to opt-out of Use Tracking, whereas the Licensee cannot opt-out of Use Tracking for the purpose of modifying, improving, or enhancing the Software product for or Licensee’s ability to access and Use the Software product. 4. Payment terms 4.1. Fees and payment TGB will invoice and Licensee will pay in advance monthly or annual fees for Use of Software product during the duration of Subscription as set forth in EULA Order Form or in accordance with the subscription rate the Licensee has selected. Fees shall include the price of the Software product Use for Designated users (i.e. quantity of Licensee’s Designated users as agreed upon in EULA Order Form or as selected by Licensee). Unless otherwise specified in EULA Order Form, Licensee shall pay the fees in advance upon receipt of invoice or payment by credit card, if enabled by TGB. Payment by credit card shall be subject to the conditions separately agreed upon between TGB and the payment provider. TGB will not modify the fees charged to Licensee during each Subscription year (i.e. during a period of one year), unless otherwise specified in EULA Order Form. Upon the expiration of each Subscription year (i.e. at the beginning of each renewal term), TGB may increase annual fees by an amount that does not exceed 5% of the fees the Licensee has selected or as set forth in EULA Order Form, unless otherwise specified in EULA Order Form. Licensee acknowledges that the annual fees are subject to change in accordance with this Agreement and agrees to pay applicable annual fees in advance, unless this Agreement and/or EULA Order Form is terminated. 4.2. Taxes All withholdings, value added tax (“VAT”), Sales and other taxes or other contributions required by applicable legislation, if any, resulting from the payments made to TGB pursuant to this Agreement will be the sole responsibility of Licensee, and Licensee will be responsible for paying any such VAT, sales, use, excise and other taxes relating to its receipt of the Software Product this Agreement. A failure on TGB’s part to invoice Licensee for any applicable taxes does not relieve Licensee of the liability to pay such taxes, and Licensee must pay to the applicable taxing authority any such taxes which may be due as a result of your purchase. 4.3. Currency conversion In the event that a currency conversion takes place, Licensee agrees that it will be completed at the transaction exchange rate set for the relevant currency exchange. The transaction exchange rate is adjusted regularly and includes a currency conversion spread applied and retained by payment providers on the base exchange rate to form the rate applicable to Licensee’s conversion. 5. Terms 5.1. Term This Agreement, jointly with rights and obligations arising hereunder, shall become effective as of the Effective date and shall continue in effect thereafter unless this Agreement or EULA Order Form are terminated. The Software product will be made available for Use to the Licensee for the duration of Subscription as determined in EULA Order Form or as selected by the Licensee. This Agreement will automatically terminate upon the termination of EULA Order Form. This Agreement can also be terminated, without prejudice to rights hereunder, in accordance with the following: (i) the Licensee may terminate this Agreement for any reason, but only after payment of all fees then due and owing to TGB, with a written notice with at least a 30-day notice period; (ii) TGB may immediately terminate this Agreement, jointly with a termination of EULA Order Form, in the event of Licensee’s material breach of any provisions of this Agreement, including Licensee’s failure to pay any fees due and owed to TGB, Licensee’s bankruptcy, insolvency or other assignment for the benefit of creditors. For the avoidance of any doubt, termination of this Agreement shall strictly apply to all Software product under this Agreement and/or EULA Order Form, their appendices, and other binding documents. Partial terminations of this Agreement by Licensee shall not be permitted in respect of any part of this Agreement and/or EULA Order Form, their appendices, and other binding documents. Termination of this Agreement results in automatic termination of EULA Order Form. 5.2. Effect of Termination Upon termination of this Agreement by either party for any reason or expiration of Licensee’s Subscription: (i) TGB will cease to make available the Use of Software product and the Licensee will cease Use of all Software products; (ii) Licensee shall irretrievably destroy or upon TGB’s request deliver to TGB all copies of the documentation and Confidential Information in every form, except to the extent it is legally required to keep it for a longer period in which case such return or destruction shall occur at the end of such period; (iii) upon request, Licensee shall be entitled to a refund for any months that the Software product was not used, but paid in advance, unless in the event of Licensee’s material breach of any provisions of this Agreement, including Licensee’s failure to pay any fees due and owed to TGB, Licensee’s bankruptcy, insolvency or other assignment for the benefit of creditors; and (iv) any fees owed to TGB will immediately become due and payable in full (i.e. termination shall not relieve Licensee from its obligation to pay fees that remain unpaid). All sections of this Agreement that expressly provide for survival, or by their nature should survive, will survive termination of this Agreement, including, without limitation, confidentiality, indemnification, warranty disclaimers, and limitations of liability. 6. Intellectual Property Rights 6.1. TGB's Intellectual property rights All rights not expressly granted by TGB to Licensee in this Agreement are hereby reserved by TGB. There are no implied rights save to the extent rights cannot be excluded by applicable legislation. A licensee may not use, imitate, or copy, in whole or in part, any TGB trademark, service mark, logo, or other branding without, in each instance, TGB’s prior written consent, in TGB’s discretion. As between the parties, the Software product, including, without limitation, any and all application programming interfaces, software, documentation, images, video, content, logos, page headers, custom graphics, design and user interface elements, scripts, and other materials contained therein or provided in connection therewith, and all modifications, enhancements, and updates thereto, as well as all Intellectual Property Rights associated with any of these materials are owned by TGB. A licensee has no right or license in/or to the TGB’s Intellectual Property Rights other than the right to Use the Software product, in compliance with this Agreement, during the Subscription. 6.2. Licensee’s Intellectual Property Rights TGB does not claim Intellectual Property Rights and Licensee retains all rights in and related to the Licensee’s data. TGB may use the Licensee provided trademarks solely for the purpose of providing and supporting Software product. Licensee represents and warrants that, for all such data provided, Licensee owns or otherwise controls all necessary rights to do so and to meet your obligations under this Agreement. To the extent permitted by applicable legislation, TGB takes no responsibility and assumes no liability for any data provided by Licensee or any third party. 7. End User Terms and Privacy Policy. If you develop a TGB Cloud API Implementation for use by other users, you must: 1. display to the users of your TGB Cloud API Implementation the link to TGB’s EULA Terms of Service as presented through the Service or described in the API Documentations; 2. explicitly state in your TGB Cloud API Implementation terms of use that, by using your API Implementation, your users are agreeing to be bound by the TGB’s EULA Terms of Service; and 3. protect the privacy and legal rights of those users.  Your privacy policy: You must make publicly available, and must abide by, an appropriate privacy policy in your TGB Cloud API Implementation. In particular, if your TGB Cloud API Implementation enables you or any party to gain access to information about users of the API(s), including personally identifiable information (such as usernames) or non-personally identifiable usage information (such as location), your privacy policy must describe your use and retention of this information.  Geolocation privacy: Your TGB Cloud API Implementation must notify the user in advance of the type(s) of data that you intend to collect from the user or the user’s device. Your TGB Cloud API Implementation must not obtain or cache any user’s location in any manner except with the user's prior consent. Your TGB Cloud API Implementation must let the user revoke the user's consent at any time.  If your TGB Cloud API Implementation provides TGB with geolocation data, that geolocation data must not enable TGB to identify an individual user. For example, if your TGB Cloud API Implementation sends TGB Your Content, and Your Content includes geolocation data, Your Content must also not include unique device identifiers associated with individual users.  If you intend to obtain the user’s location and use it with any other data provider's data, you must disclose this fact to the user. 4. TGB’s Privacy Policy: Your privacy policy must notify users that you are using the TGB Cloud APIs and incorporate by reference TGB’s Privacy Policy by including a link to TGB’s then-current Privacy Policy. 5. Cookies: As noted in the Documentation, certain Maps API(s) store and access cookies and other information on end users’ devices. If you use any of these cookie-enabled Maps API(s) in your Maps API Implementation, then for end users in the European Union, you must comply with the EU User Consent Policy. 6. Attribution: Content provided to you through the Services, APIs or Software may contain the Brand Features of TGB, its strategic partners, or other third-party rights holders of content that TGB indexes. When TGB provides those Brand Features or other attribution through the Services, APIs or Software, you must display such attribution as provided (or as described in the Product Documentation) and must not delete or alter the attribution. You understand and agree that TGB has the sole right and discretion to determine whether your attribution(s) are in compliance with the above requirements. 7. API Restrictions 7.1 General API Restrictions The following restrictions apply generally to all TGB Services, Products, Software and Platforms including APIs as Products available on Platforms. You will not: 1. Sublicense a TGB’s API for use by a third party. Consequently, you will not create an API client that functions substantially the same as the TGB APIs and offer it for use by third parties. 2. Perform an action with the intent of introducing to TGB Services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature. 3. Defame, abuse, harass, stalk, or threaten others. 4. Interfere with or disrupt the TGB’s APIs or the servers or networks providing the TGB’s APIs. 5. Promote or facilitate unlawful online services or disruptive commercial messages or advertisements using TGBs APIs. 6. Reverse engineer or attempt to extract the source code from any TGB API or any related software, except to the extent that this restriction is expressly prohibited by applicable law. 7. Use the TGB APIs for any activities where the use or failure of the TGB APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems). 8. Use the TGB APIs to process or store any data that is subject to the International Traffic in Arms Regulations or similar Regulations maintained in the European Union. 9. Remove, obscure, or alter any TGB terms of service, or any links to or notices of those terms 7.2 Restrictions on your TGB API Implementations. 1. No use beyond transaction limits and usage policies. If your TGB Cloud Service API Implementation generates a high volume of transactions, TGB reserves the right to set transaction limits, as described in the APIs Documentation here. TGB also reserves the right to set other usage policies in the Documentation from time to time. If you want to engage in use outside these transaction limits or usage policies, you can purchase more usage capacity or API Upgradations through the API subscriptions available, or you can contact the TGB sales team for licensing options to address your needs. TGB may decline your request, or condition acceptance of your agreement to additional terms and/or charges for that use. 2. No creation of a substitute service. You will not use the Service to create API Implementation that is a substitute for, or substantially similar service to, TGB Cloud Services APIs or the Services. 8. Indemnification Licensee will defend, indemnify, and hold TGB and its suppliers or affiliates, and the respective directors, officers, employees and agents of each, harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to your breach of / incompliance with this Agreement, EULA Order Form, or use by Licensee or any third party (authorized, permitted or enabled by Licensee) of the Software product, except to the extent the foregoing directly result from TGB’s own gross negligence or willful misconduct. TGB reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee. 9. Warranty TGB hereby represents and warrants that a properly licensed Software product will perform substantially as described by TGB. TGB furthermore represents and warrants that it has the power and authority to grant the rights and licenses granted to Licensee under this Agreement. 9.1. Disclaimer The Software product is licensed to Licensee on an "as is”, “as available” and “with all faults” basis. TGB on behalf of its licensors, suppliers and affiliates, disclaims all other warranties, express or implied, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement with regards to the Software product, to the extent permitted under applicable legislation. TGB does not warrant that the Software product will satisfy Licensee’s requirements or that it will operate without defect or error. TGB gives no warranties, guarantees, or conditions about (i) the ability of the Software product to perform without limitation, restriction or interruption in any given environment, (ii) the accuracy, completeness, or content of the Software product, (iii) the accuracy, completeness, or content of any linked sites, and / or (iv) Third-party products, and TGB assumes no liability or responsibility therewith, to the extent permitted under applicable legislation. 10. Liability TGB shall be liable for intentional conduct, gross negligence, as well as, in situations where TGB is liable according to mandatory and/or statutory legislation. In cases of slight negligence that do not represent a breach of material contractual obligations, the fulfilment of which facilitates the performance of this Agreement, TGB will not be liable. 10.1. Limitations of Liability TGB will not be responsible under this Agreement (i) if the Software product is not used in accordance with this Agreement and/or EULA Order Form; (ii) if the liability is caused by Licensee; (iii) if the Software product is used in conjunction with any Third-Party products for which the Licensee lacks sufficient rights from the Third-Party for such use; or (iv) for any Licensee’s activities not permitted under this Agreement or EULA Order Form. 10.2. Aggregate Liability TGB will in no event be liable in aggregate amount or in excess of the total fees / payments received by TGB from Licensee for the Software product licenses during the 12-month period immediately preceding the event resulting in such liability. TGB will not be liable in any amount for special, incidental, consequential, or indirect damages, loss of good will or profits, work stoppage, data loss, computer failure or malfunction, legal fees, court costs, interest or exemplary or punitive damages. 11. Confidentiality 11.1. Use of Confidential Information Confidential Information must not be used or reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the Disclosing Party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the Disclosing Party, the party receiving the Confidential Information (“Receiving Party”) shall: (i) keep the Confidential Information strictly confidential and not disclose such information to any person within or outside its organization, except as permitted according this Agreement; (ii) prevent disclosure of Confidential Information to any third party, using at least the same degree of care one usually employs in own affairs of similar character, whereas the parties shall limit internal dissemination of Confidential Information within its own organization to individuals on a “need to know basis“, provided that there is a clear understanding by such individuals of their obligation to maintain the confidential status of such information and restriction of its use solely to the purpose specified herein, (iii) not use the Confidential Information for any purpose other than the purpose of Using the Software product, without the prior written consent of the disclosing Party; (iv) keep all documents in hardcopy or electronic form prepared or obtained in connection with the Software product safe and separate from other documents, and not to make them available to any person, except to those employees, who are bound to an equivalent confidentiality obligation; (v) make only such copies of Confidential Information as strictly necessary for the purpose of Using Software product; (vi) not keep any copies and, at the request of the disclosing Party, destroy or hand over all documents and data obtained or prepared in connection with this Agreement or EULA Order Form; (vii) notify the disclosing Party immediately, if Confidential Information has been disclosed to or is in the possession of a third party. The obligation of confidentiality shall continue to remain in force for a period of 5 (five) years after the last disclosure, and, with respect to trade secrets, for so long as such trade secrets are protected under applicable legislation. 11.2. Exceptions Obligation of confidentiality shall not apply and the Receiving Party shall have no confidentiality obligation with respect to information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is already known to the Receiving Party at the time of disclosure; (iii) is received by the Receiving Party from a Third-Party without similar restriction as to non-disclosure and without breach of this Agreement; (iv) has been or is independently developed by the Receiving Party; (v) is required to be disclosed by law, or by a requirement of a regulatory body or stock exchange, where disclosure shall not occur until, where reasonable practicable, the Receiving Party has notified the Disclosing Party of any possible disclosure and the Disclosing Party has been afforded the opportunity to review such disclosure and to attempt to prevent or limit any such disclosure. 12. Assignment Licensee may not assign its rights or obligations under this Agreement or EULA Order Form without the prior written consent of TGB, which TGB may refuse in its sole discretion. Any attempted assignment without prior written consent from TGB will be deemed null and void. In the event that TGB consents to an assignment, there will be a license assignment fee imposed by TGB in the amount set forth in EULA Order Form. TGB may assign its rights and/or obligations under this Agreement or EULA Order Form at any time. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 13. Changes TGB reserves the right, in its discretion, to change, modify, add to, or remove portions of this Agreement (collectively, “Changes”), at any time. TGB will notify you of Changes by sending an email to the address identified in your TGB account and by posting a revised version of the Agreement incorporating the Changes to its Website. Your continued use of the Software product following notice of the Changes (or posting of this Agreement incorporating the Changes in the event your email address is no longer valid, is blocked, or is otherwise not able to receive the notice) will mean that you accept and agree to the Changes. Such Changes will apply prospectively beginning on the date the Changes are posted to the Website. 14. Miscellaneous 14.1. Severability If any provision of this Agreement is found to be illegal, invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The illegal, invalid or unenforceable provision will be replaced by a valid and enforceable provision which approximates as closely as possible the intent of the invalid or unenforceable provision. This will also apply in the event of contractual gaps. 14.2. Entire Agreement This Agreement, jointly with any applicable EULA Order Form, constitutes the complete agreement between TGB and Licensee and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. 14.3. No waiver If either Party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof. 14.4. Notices All notices shall be in writing and shall be deemed duly given when delivered to the address identified in your TGB account or addresses set forth in EULA Order Form. Apart from any notice of termination or notice of material breach, which shall occur by exchange of letters in writing, the requirement of a written form (“in writing”) is met by exchange of letters or other written form, including email or other electronic means used by both parties. 14.5. Governing Law and Jurisdiction This Agreement and any claims arising out of or relating to this Agreement and its subject matter shall be governed by and construed under the laws of the Bundes Republic Deutschland, without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and German law, rules, and regulations, German law, rules, and regulations shall prevail and govern, and the parties hereby submit to the exclusive jurisdiction of the German Courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby expressly excluded. 14.6. Force Majeure Except for the payment obligations hereunder and as agreed upon in EULA Order Form, neither Party shall be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non- performance is caused by conditions beyond the reasonable control of the performing party that prevents either Party for fulfilling its obligations under this Agreement and which such Party cannot avoid or circumvent (“Force Majeure Event”). 14.7. Privacy Licensee acknowledges and agrees that for the purpose of this Agreement, TGB may collect, use, transfer and disclose personal data pertaining to Designated Users as well as any other employees and directors of the Licensee relevant for carrying out the intent of this Agreement. Such personal data may be collected from the Licensee or directly from the relevant individuals. The Parties acknowledge that with regard to such personal data processed hereunder, TGB shall be regarded as the Data Controller under the applicable General Data Protection Legislation. TGB shall process any such personal data in accordance with its privacy policies and practices, which will comply with all applicable requirements of the General Data Protection Legislation. END OF EULA