Common use of Obligations of Licensor Clause in Contracts

Obligations of Licensor. 2.1 Licensor does not warrant that availability of the Software, its functions and/or Licensor’s servers will be uninterrupted or always error-free. Clause 2.10 shall apply. 2.2 Licensor shall make the Software available to Licensee in an executable form (object code) for download on the Internet. 2.3 Licenseeis not entitled to the sourcecodeof the Software or parts thereof. 2.4 Licensee may accessthe user manual available via ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇/system- 2.5 Unless explicitly stated herein, Licensor shall not be responsible for installing the Software on Licensee’s infrastructure and/or assisting in suchprocess. 2.6 Licensor is not obliged to provide any consulting, parameterization, customizing, migration, training, programming or other Licensee-specific project services (collectively referred to as“Services”) unlessexplicitly agreedupon by the Parties in writing. 2.7 In order to start and use the Software, Licensee must arrange for a sufficiently powerful Internet connection between Licensee’s IT-systems and Licensor’s server in order to verify the license of the Licensee and to use the Cloud Services. Depending on the type of license, Internet accessfor license verification may be necessary every 24 hours. During this 24-hour period, Internet access solely is necessaryfor useof the Cloud Services. 2.8 Licensor shall be entitled to usethe Software on its own IT-systems and third-party systems– provided that these third-party systemsare controlled by or exclusively assigned to Licensee and/or Licensee’s agents/employees – and may freely subcontractobligations underthis ▇▇▇▇. 2.9 Licensor shall be responsible for the availability of the server(s) necessaryto allow Licensee to use the Software up to a suitable connection point to the Internet that Licensor shall determine ("Service Delivery Point" ). The license provided by this ▇▇▇▇ does not include further Internet connection to the access point of the Licensee. 2.10 Licensor shall use commercially reasonableefforts to maintain the availability of the licensing server(s) for 99% per calendar month (“Agreed Availability”). The licensing server shall be deemed available if accessible and correctly responding when contactedfrom the Service Delivery Point (“Availability”). Non-availability due to force majeure and other reasonsoutside of the responsibility of Licensor and Scheduled Downtimes (seeSec. 2. 1) are not taken into account for the calculation of the Availability if Scheduled Downtimes (1) are announcedto Licensee by e- mail without unduedelay but at least 48 hours prior to commencement(if Licensee has not waived such announcements) and (2) are scheduled for Saturdays, Sundays or public holidays (at Licensor's place of business), and (3) do not exceed a maximum of eight hours per calendarmonth. If in any given calendar month, the Availability falls short of the Agreed Availability for reasonsimputable to Licensor, Licensor will, upon Licensee’s request, to be made within three months of the end of the respective calendar month, offer a discount on recurring fees, which, during the term of this ▇▇▇▇, shall be offset against future recurring fees and only in the event of termination be payable in cash. Such discount shall be 1/720 of the monthly license fee per seatfor every hour and licensed seat that could not be used due to unavailability of the license server but in no casemore than Licensee hasactually paid for the licensed seatthat could not be usedfor the respective month. The discount shall fully settle any reduction right under Sec.536 of the GermanCivil Code. Claims in damagesas referred to in Sec.9 below; Licensor’s obligation to resolve the Non-Conformity under Sec. 7 shall remain unaffected. The foregoing shall not be deemedan express warranty, guaranteeor guaranteeof properties. 2. 1 In order to carry out updates, configuration changesand certain maintenancework, it is necessaryto take the licensing server out of operation for a specific period of time (“Scheduled Downtimes”). Scheduled Downtimes are communicated by Licensor via its website and communicated to Licensee via e-mail (unless Licensee hasopted out from this information). In caseLicenseehasopted out from receiving such information via e-mail, communication of Scheduled Downtimes via Licensor’s website shall be deemedsufficient. Licensee is usually given notice of Scheduled Downtimes two weeks in advance. In urgent and exceptional cases, it may be necessaryto arrange a Scheduled Downtime on shorter notice, e.g. in case of severe unexpected network traffic on the server like DoS/DDoS attacks or (attempted)unlawful intrusion of a third party on the server. 2.12 Licensor cannot guarantee the same feature set of the Software for all supported Underlying Software solutions and their versions basedon the differences between the Underlying Software solutions itself. Therefore, the feature set of the Software can differ betweenthe Underlying Software solutions and their versions. A specific feature is only contractually agreedif Licensor has specified it as available for the respective combination of version of the Software and version of the Underlying Software. 2.13 Licensor strives to regularly – usually every threemonths – publish new versions of the Softwarewith new functionality (“Upgrades”), but shall not beobliged to do so. Any Upgrades provided are compatible only with the versions of Underlying Software being communicated by Licensor ascompatible at the time the Upgradeis made available for download; Licensee therefore is made aware that upgraded Software maybe usedonly with theseversions of the Underlying Software. 2.14 Licensor will strive to provide the Licensee advance notice of any Update or Upgrade that may require changes to the Licensee’s hardware or software environment. 2.15 To the maximum extent permitted by applicable law and except as provided otherwisein the ▇▇▇▇, Licensor is providing the Software“as is” without warranty of any kind including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty or representation about the results from the use of the Software. Secs. 7 and 9 apply.

Obligations of Licensor. 2.1 Licensor does not warrant that availability of the Software, its functions and/or Licensor’s servers will be uninterrupted or always error-free. Clause 2.10 shall apply. 2.2 Licensor shall make the Software available to Licensee in an executable form (object code) for download on the Internet. 2.3 Licenseeis Licensee is not entitled to the sourcecodeof source code of the Software or parts thereof. 2.4 Licensee may accessthe access the user manual available via ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇/system-/system- requirements/. The technical requirements and specifications set forth therein shall at all times be observed by Licensee. No other documentation shall be due unless explicitly agreed upon in writing. 2.5 Unless explicitly stated herein, Licensor shall not be responsible for installing the Software on Licensee’s infrastructure and/or assisting in suchprocesssuch process. 2.6 Licensor is not obliged to provide any consulting, parameterization, customizing, migration, training, programming or other Licensee-specific project services (collectively referred to as“Servicesas “Services”) unlessexplicitly agreedupon unless explicitly agreed upon by the Parties in writing. 2.7 In order to start and use the Software, Licensee must arrange for a sufficiently powerful Internet connection between Licensee’s IT-systems and Licensor’s server in order to verify the license of the Licensee and to use the Cloud Services. Depending on the type of license, Internet accessfor access for license verification may be necessary every 24 hours. During this 24-24 hour period, Internet access solely is necessaryfor useof necessary for use of the Cloud Services. 2.8 Licensor shall be entitled to usethe use the Software on its own IT-systems and third-party systemssystems – provided that these third-third party systemsare systems are controlled by or exclusively assigned to Licensee and/or Licensee’s agents/employees – and may freely subcontractobligations underthis subcontract obligations under this ▇▇▇▇. 2.9 Licensor shall be responsible for the availability of the server(s) necessaryto necessary to allow Licensee to use the Software up to a suitable connection point to the Internet that Licensor shall determine ("Service Delivery Point" "). The license provided by this ▇▇▇▇ does not include further Internet connection to the access point of the Licensee. 2.10 Licensor shall use commercially reasonableefforts reasonable efforts to maintain the availability of the licensing server(s) for 99% per calendar month (“Agreed Availability”). The licensing server shall be deemed available if accessible and correctly responding when contactedfrom contacted from the Service Delivery Point (“Availability”). Non-availability due to force majeure and other reasonsoutside reasons outside of the responsibility of Licensor and Scheduled Downtimes (seeSecsee Sec. 2. 12.11) are not taken into account for the calculation of the Availability if Scheduled Downtimes (1) are announcedto announced to Licensee by e- e-mail without unduedelay undue delay but at least 48 hours prior to commencement(if commencement (if Licensee has not waived such announcements) and (2) are scheduled for Saturdays, Sundays or public holidays (at Licensor's place of business), and (3) do not exceed a maximum of eight hours per calendarmonthcalendar month. If in any given calendar month, the Availability falls short of the Agreed Availability for reasonsimputable reasons imputable to Licensor, Licensor will, upon Licensee’s request, to be made within three months of the end of the respective calendar month, offer a discount on recurring fees, which, during the term of this ▇▇▇▇, shall be offset against future recurring fees and only in the event of termination be payable in cash. Such discount shall be 1/720 of the monthly license fee per seatfor seat for every hour and licensed seat that could not be used due to unavailability of the license server but in no casemore case more than Licensee hasactually has actually paid for the licensed seatthat seat that could not be usedfor used for the respective month. The discount shall fully settle any reduction right under Sec.536 Sec. 536 of the GermanCivil German Civil Code. Claims in damagesas damages as referred to in Sec.9 Sec. 9 below; Licensor’s obligation to resolve the Non-Conformity under Sec. 7 shall remain unaffected. The foregoing shall not be deemedan deemed an express warranty, guaranteeor guaranteeof guarantee or guarantee of properties. 2. 1 2.11 In order to carry out updates, configuration changesand changes and certain maintenanceworkmaintenance work, it is necessaryto necessary to take the licensing server out of operation for a specific period of time (“Scheduled Downtimes”). Scheduled Downtimes are communicated by Licensor via its website and communicated to Licensee via e-mail (unless Licensee hasopted has opted out from this information). In caseLicenseehasopted case Licensee has opted out from receiving such information via e-e- mail, communication of Scheduled Downtimes via Licensor’s website shall be deemedsufficientdeemed sufficient. Licensee is usually given notice of Scheduled Downtimes two weeks in advance. In urgent and exceptional cases, it may be necessaryto necessary to arrange a Scheduled Downtime on shorter notice, e.g. in case of severe unexpected network traffic on the server like DoS/DDoS attacks or (attempted)unlawful attempted) unlawful intrusion of a third party on the server. 2.12 Licensor cannot guarantee the same feature set of the Software for all supported Underlying Software solutions and their versions basedon based on the differences between the Underlying Software solutions itself. Therefore, the feature set of the Software can differ betweenthe between the Underlying Software solutions and their versions. A specific feature is only contractually agreedif agreed if Licensor has specified it as available for the respective combination of version of the Software and version of the Underlying Software. 2.13 Licensor strives to regularly – usually every threemonths three months – publish new versions of the Softwarewith Software with new functionality (“Upgrades”), but shall not beobliged be obliged to do so. Any Upgrades provided are compatible only with the versions of Underlying Software being communicated by Licensor ascompatible as compatible at the time the Upgradeis Upgrade is made available for download; Licensee therefore is made aware that upgraded Software maybe usedonly may be used only with theseversions these versions of the Underlying Software. 2.14 Licensor will strive to provide the Licensee advance notice of any Update or Upgrade that may require changes to the Licensee’s hardware or software environment. 2.15 To the maximum extent permitted by applicable law and except as provided otherwisein otherwise in the ▇▇▇▇, Licensor is providing the Software“as Software “as is” without warranty of any kind including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty or representation about the results from the use of the Software. Secs. 7 and 9 apply.

Obligations of Licensor. 2.1 Licensor does not warrant that availability of the Software, its functions and/or Licensor’s servers Software will be uninterrupted or always error-free. Clause 2.10 shall apply. 2.2 Licensor shall make the Software available to Licensee in an executable form (object code) for the Underlying Software. Licensor shall deliver the Software to Licensee by making it available for download on the Internet. 2.3 Licenseeis Licensee is not entitled to the sourcecodeof source code of the Software or parts thereofSoftware. 2.4 Licensee may accessthe access the user manual available via ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇/system-/knowledgebase/. No other documentation shall be due unless explicitly agreed upon in writing. 2.5 Unless explicitly stated herein, Licensor Licensee shall not be responsible for installing install the Software on Licensee’s infrastructure and/or assisting in suchprocessSoftware. 2.6 Licensor is not obliged to provide any consulting, parameterization, customizing, migration, training, programming or other Licensee-specific project services (collectively referred to as“Servicesas “Services”) unlessexplicitly agreedupon unless explicitly agreed upon by the Parties in writing. 2.7 In order to start and use the Software, Licensee must arrange for a sufficiently powerful Internet connection between Licensee’s IT-systems and Licensor’s server in order to verify the license of the Licensee and to use the Cloud Services. Depending on the type of license, Internet accessfor access for license verification may be necessary every 24 hours. During this 24-24 hour period, Internet access solely is necessaryfor useof necessary for use of the Cloud Services. 2.8 Licensor shall be entitled to usethe Software on use its own IT-systems and third-party systems– provided that these third-party systemsare controlled by or exclusively assigned to Licensee and/or Licensee’s agents/employees – systems and may freely subcontractobligations underthis subcontract obligations under this ▇▇▇▇. 2.9 Licensor shall be responsible for the availability of the server(s) necessaryto allow Licensee to use the Software server up to a suitable connection point to the Internet that Licensor shall determine ("Service Delivery Point" "). The license provided by this ▇▇▇▇ does not include further Internet connection to of the access point of the Licensee. 2.10 Licensor shall use commercially reasonableefforts reasonable efforts to maintain the availability of the licensing server(s) server for 99% per calendar month (“Agreed Availability”). The licensing server shall be deemed available if accessible and correctly responding when contactedfrom contacted from the Service Delivery Point (“Availability”). Non-availability due to force majeure and other reasonsoutside reasons outside of the responsibility of Licensor and Scheduled Downtimes (seeSecsee sec. 2. 12.12) are not taken into account for the calculation of the Availability if Scheduled Downtimes (1) are announcedto announced to Licensee by e- e-mail without unduedelay but at least 48 hours prior to commencement(if commencement (if Licensee has not waived such announcements) and (2) are scheduled for Saturdays, concern Saturdays or Sundays or public holidays (at Licensor's place of business), and but for (3) do not exceed a maximum of eight hours per calendarmonthcalendar month. If in any given calendar month, the Availability falls short of the Agreed Availability for reasonsimputable reasons imputable to Licensor, Licensor will, upon on Licensee’s request, request to be made within three months of the end of the respective calendar month, offer a discount on recurring fees, which, during the term of this ▇▇▇▇Agreement, shall be offset against future recurring fees and only in the event of termination be payable in cash. Such discount shall be 1/720 of the monthly license fee per seatfor seat for every hour and licensed seat that could not be used due to unavailability of the license server but in no casemore case more than Licensee hasactually has actually paid for the licensed seatthat seat that could not be usedfor used for the respective month. The discount shall fully settle any reduction right under Sec.536 Sec. 536 of the GermanCivil German Civil Code. Claims in damagesas damages as referred to in Sec.9 below; Sec. 9 below as well as Licensor’s obligation to resolve the Non-Non- Conformity under Sec. 7 shall remain unaffected. The foregoing shall not be deemedan deemed an express warranty, guaranteeor guaranteeof guarantee or guarantee of properties. 2. 1 2.11 In order to carry out updates, configuration changesand changes and certain maintenanceworkmaintenance work, it is necessaryto necessary to take the licensing server out of operation for a specific period of time time, which (“Scheduled Downtimes”). Scheduled Downtimes are communicated by Licensor via its website and communicated to Licensee via e-mail (unless Licensee hasopted has opted out from this information). In caseLicenseehasopted out from receiving such information via e-mail, communication of Scheduled Downtimes via Licensor’s website shall be deemedsufficient. Licensee is usually given notice of Scheduled Downtimes two weeks in advance. In urgent and exceptional cases, it may be necessaryto necessary to arrange a Scheduled Downtime on shorter notice, e.g. in case of severe unexpected network traffic on the server like DoS/DDoS attacks or (attempted)unlawful attempted) unlawful intrusion of a third party on the server. 2.12 Licensor cannot guarantee the same feature set of the Software for all supported Underlying Software solutions and their versions basedon based on the differences between the Underlying Software solutions itself. Therefore, the feature set of the Software software can differ betweenthe Underlying between the underlying Software solutions Solutions and their versions. A specific feature is only contractually agreedif owed if Licensor has specified it as available for the respective combination of version of the Software and version of the Underlying Software. 2.13 Licensor strives to regularly – usually every threemonths three months – publish new versions of the Softwarewith Software with new functionality (“Upgrades”), but shall not beobliged be obliged to do so. Any Upgrades provided are compatible only with the versions of Underlying Software being communicated by Licensor ascompatible at the time the Upgradeis made available for download; Licensee therefore is made aware that upgraded Software maybe usedonly with theseversions of the Underlying Software. 2.14 Licensor will strive to provide the Licensee advance notice of any Update or Upgrade that may require changes to the Licensee’s hardware or software environment. 2.15 To the maximum extent permitted by applicable law and except as provided otherwisein otherwise in the ▇▇▇▇, Licensor is providing the Software“as Software “as is” without warranty of any kind including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty or representation about the results from the use of the Software. Secs. 7 and 9 apply.

Obligations of Licensor. 2.1 Licensor does not warrant that availability of the Software, its functions and/or Licensor’s servers will be uninterrupted or always error-free. Clause 2.10 shall apply. 2.2 Licensor shall make the Software available to Licensee in an executable form (object code) for download on the Internet. 2.3 Licenseeis Licensee is not entitled to the sourcecodeof source code of the Software or parts thereof. 2.4 Licensee may accessthe access the user manual available via ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇/system- 2.5 Unless explicitly stated herein, Licensor shall not be responsible for installing the Software on Licensee’s infrastructure and/or assisting in suchprocesssuch process. 2.6 Licensor is not obliged to provide any consulting, parameterization, customizing, migration, training, programming or other Licensee-specific project services (collectively referred to as“Servicesas “Services”) unlessexplicitly agreedupon unless explicitly agreed upon by the Parties in writing. 2.7 In order to start and use the Software, Licensee must arrange for a sufficiently powerful Internet connection between Licensee’s IT-systems and Licensor’s server in order to verify the license of the Licensee and to use the Cloud Services. Depending on the type of license, Internet accessfor access for license verification may be necessary every 24 hours. During this 24-hour period, Internet access solely is necessaryfor useof necessary for use of the Cloud Services. 2.8 Licensor shall be entitled to usethe use the Software on its own IT-systems and third-party systemssystems – provided that these third-party systemsare systems are controlled by or exclusively assigned to Licensee and/or Licensee’s agents/employees – and may freely subcontractobligations underthis subcontract obligations under this ▇▇▇▇. 2.9 Licensor shall be responsible for the availability of the server(s) necessaryto necessary to allow Licensee to use the Software up to a suitable connection point to the Internet that Licensor shall determine ("Service Delivery Point" "). The license provided by this ▇▇▇▇ does not include further Internet connection to the access point of the Licensee. 2.10 Licensor shall use commercially reasonableefforts reasonable efforts to maintain the availability of the licensing server(s) for 99% per calendar month (“Agreed Availability”). The licensing server shall be deemed available if accessible and correctly responding when contactedfrom contacted from the Service Delivery Point (“Availability”). Non-availability due to force majeure and other reasonsoutside reasons outside of the responsibility of Licensor and Scheduled Downtimes (seeSecsee Sec. 2. 12.11) are not taken into account for the calculation of the Availability if Scheduled Downtimes (1) are announcedto announced to Licensee by e- mail without unduedelay undue delay but at least 48 hours prior to commencement(if commencement (if Licensee has not waived such announcements) and (2) are scheduled for Saturdays, Sundays or public holidays (at Licensor's place of business), and (3) do not exceed a maximum of eight hours per calendarmonthcalendar month. If in any given calendar month, the Availability falls short of the Agreed Availability for reasonsimputable reasons imputable to Licensor, Licensor will, upon Licensee’s request, to be made within three months of the end of the respective calendar month, offer a discount on recurring fees, which, during the term of this ▇▇▇▇, shall be offset against future recurring fees and only in the event of termination be payable in cash. Such discount shall be 1/720 of the monthly license fee per seatfor seat for every hour and licensed seat that could not be used due to unavailability of the license server but in no casemore case more than Licensee hasactually has actually paid for the licensed seatthat seat that could not be usedfor used for the respective month. The discount shall fully settle any reduction right under Sec.536 Sec. 536 of the GermanCivil German Civil Code. Claims in damagesas damages as referred to in Sec.9 Sec. 9 below; Licensor’s obligation to resolve the Non-Conformity under Sec. 7 shall remain unaffected. The foregoing shall not be deemedan deemed an express warranty, guaranteeor guaranteeof guarantee or guarantee of properties. 2. 1 2.11 In order to carry out updates, configuration changesand changes and certain maintenanceworkmaintenance work, it is necessaryto necessary to take the licensing server out of operation for a specific period of time (“Scheduled Downtimes”). Scheduled Downtimes are communicated by Licensor via its website and communicated to Licensee via e-mail (unless Licensee hasopted has opted out from this information). In caseLicenseehasopted case Licensee has opted out from receiving such information via e-mail, communication of Scheduled Downtimes via Licensor’s website shall be deemedsufficientdeemed sufficient. Licensee is usually given notice of Scheduled Downtimes two weeks in advance. In urgent and exceptional cases, it may be necessaryto necessary to arrange a Scheduled Downtime on shorter notice, e.g. in case of severe unexpected network traffic on the server like DoS/DDoS attacks or (attempted)unlawful attempted) unlawful intrusion of a third party on the server. 2.12 Licensor cannot guarantee the same feature set of the Software for all supported Underlying Software solutions and their versions basedon based on the differences between the Underlying Software solutions itself. Therefore, the feature set of the Software can differ betweenthe between the Underlying Software solutions and their versions. A specific feature is only contractually agreedif agreed if Licensor has specified it as available for the respective combination of version of the Software and version of the Underlying Software. 2.13 Licensor strives to regularly – usually every threemonths three months – publish new versions of the Softwarewith Software with new functionality (“Upgrades”), but shall not beobliged be obliged to do so. Any Upgrades provided are compatible only with the versions of Underlying Software being communicated by Licensor ascompatible as compatible at the time the Upgradeis Upgrade is made available for download; Licensee therefore is made aware that upgraded Software maybe usedonly may be used only with theseversions these versions of the Underlying Software. 2.14 Licensor will strive to provide the Licensee advance notice of any Update or Upgrade that may require changes to the Licensee’s hardware or software environment. 2.15 To the maximum extent permitted by applicable law and except as provided otherwisein otherwise in the ▇▇▇▇, Licensor is providing the Software“as Software “as is” without warranty of any kind including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty or representation about the results from the use of the Software. Secs. 7 and 9 apply.

Obligations of Licensor. 2.1 Licensor does not warrant that availability of the Software, its functions and/or Licensor’s servers Software will be uninterrupted or always error-free. Clause 2.10 shall apply. 2.2 Licensor shall make the Software available to Licensee in an executable form (object code) for the Underlying Software. Licensor shall deliver the Software to Licensee by making it available for download on the Internet. 2.3 Licenseeis Licensee is not entitled to the sourcecodeof source code of the Software or parts thereofSoftware. 2.4 Licensee may accessthe access the user manual available via ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇/system-/knowledgebase/. No other documentation shall be due unless explicitly agreed upon in writing. 2.5 Unless explicitly stated herein, Licensor Licensee shall not be responsible for installing install the Software on Licensee’s infrastructure and/or assisting in suchprocessSoftware. 2.6 Licensor is not obliged to provide any consulting, parameterization, customizing, migration, training, programming or other Licensee-specific project services (collectively referred to as“Servicesas “Services”) unlessexplicitly agreedupon unless explicitly agreed upon by the Parties in writing. 2.7 In order to start and use the Software, Licensee must arrange for a sufficiently powerful Internet connection between Licensee’s IT-systems and Licensor’s server in order to verify the license of the Licensee and to use the Cloud Services. Depending on the type of license, Internet accessfor access for license verification may be necessary every 24 hours. During this 24-24 hour period, Internet access solely is necessaryfor useof necessary for use of the Cloud Services. 2.8 Licensor shall be entitled to usethe Software on use its own IT-systems and third-party systems– provided that these third-party systemsare controlled by or exclusively assigned to Licensee and/or Licensee’s agents/employees – systems and may freely subcontractobligations underthis subcontract obligations under this ▇▇▇▇. 2.9 Licensor shall be responsible for the availability of the server(s) necessaryto allow Licensee to use the Software server up to a suitable connection point to the Internet that Licensor shall determine ("Service Delivery Point" "). The license provided by this ▇▇▇▇ does not include further Internet connection to of the access point of the Licensee. 2.10 Licensor shall use commercially reasonableefforts reasonable efforts to maintain the availability of the licensing server(s) server for 99% per calendar month (“Agreed Availability”). The licensing server shall be deemed available if accessible and correctly responding when contactedfrom contacted from the Service Delivery Point (“Availability”). Non-availability due to force majeure and other reasonsoutside reasons outside of the responsibility of Licensor and Scheduled Downtimes (seeSecsee sec. 2. 12.12) are not taken into account for the calculation of the Availability if Scheduled Downtimes (1) are announcedto announced to Licensee by e- e-mail without unduedelay but at least 48 hours prior to commencement(if commencement (if Licensee has not waived such announcements) and (2) are scheduled for Saturdays, concern Saturdays or Sundays or public holidays (at Licensor's place of business), and but for (3) do not exceed a maximum of eight hours per calendarmonthcalendar month. If in any given calendar month, the Availability falls short of the Agreed Availability for reasonsimputable reasons imputable to Licensor, Licensor will, upon on Licensee’s request, request to be made within three months of the end of the respective calendar month, offer a discount on recurring fees, which, during the term of this ▇▇▇▇Agreement, shall be offset against future recurring fees and only in the event of termination be payable in cash. Such discount shall be 1/720 of the monthly license fee per seatfor seat for every hour and licensed seat that could not be used due to unavailability of the license server but in no casemore case more than Licensee hasactually has actually paid for the licensed seatthat seat that could not be usedfor used for the respective month. The This discount shall fully settle be in full settlement of any reduction right under Sec.536 of the GermanCivil Codeclaim by Licensee, including for a refund or fee reduction, in connection with any shortfall in Agreed Availability. Claims in damagesas damages as referred to in Sec.9 below; Sec. 9 below as well as Licensor’s obligation to resolve the Non-Conformity under Sec. 7 shall remain unaffected. The foregoing shall not be deemedan deemed an express warranty, guaranteeor guaranteeof guarantee or guarantee of properties. 2. 1 2.11 In order to carry out updates, configuration changesand changes and certain maintenanceworkmaintenance work, it is necessaryto necessary to take the licensing server out of operation for a specific period of time time, which (“Scheduled Downtimes”). Scheduled Downtimes are communicated by Licensor via its website and communicated to Licensee via e-mail (unless Licensee hasopted has opted out from this information). In caseLicenseehasopted out from receiving such information via e-mail, communication of Scheduled Downtimes via Licensor’s website shall be deemedsufficient. Licensee is usually given notice of Scheduled Downtimes two weeks in advance. In urgent and exceptional cases, it may be necessaryto necessary to arrange a Scheduled Downtime on shorter notice, e.g. in case of severe unexpected network traffic on the server like DoS/DDoS attacks or (attempted)unlawful attempted) unlawful intrusion of a third party on the server. 2.12 Licensor cannot guarantee the same feature set of the Software for all supported Underlying Software solutions and their versions basedon based on the differences between the Underlying Software solutions itself. Therefore, the feature set of the Software software can differ betweenthe Underlying between the underlying Software solutions Solutions and their versions. A specific feature is only contractually agreedif owed if Licensor has specified it as available for the respective combination of version of the Software and version of the Underlying Software. 2.13 Licensor strives to regularly – usually every threemonths three months – publish new versions of the Softwarewith Software with new functionality (“Upgrades”), but shall not beobliged be obliged to do so. Any Upgrades provided are compatible only with the versions of Underlying Software being communicated by Licensor ascompatible at the time the Upgradeis made available for download; Licensee therefore is made aware that upgraded Software maybe usedonly with theseversions of the Underlying Software. 2.14 Licensor will strive to provide the Licensee advance notice of any Update or Upgrade that may require changes to the Licensee’s hardware or software environment. 2.15 To the maximum extent permitted by applicable law and except as provided otherwisein otherwise in the ▇▇▇▇, Licensor is providing the Software“as Software “as is” without warranty of any kind including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty or representation about the results from the use of the Software. Secs. 7 and 9 apply.