Trial License Agreement

ISA Informationssysteme GmbH – after referred to as licensor – has all ownership, copyright and comparable rights to the software program known as “ISA Dialog Manager”.

The licensee plans to test the programs or program modules supplied by the licensor in order to get to know the functionality of the ISA Dialog Manager. For this purpose, the licensee should be authorized to use the programs supplied by the licensor on certain hardware in a restricted manner.

For these reasons, the Licensee and the Licensor agree as follows:

As used herein, the term “Program” means the software program known as “ISA Dialog Manager” or any separable program module developed and licensed by Licensor.

Unless expressly stated otherwise in this Agreement, the term “Program” also includes the Runtime Program and any documentation associated with the Program.

The term “runtime program” used in this contract refers to the ISA Dialog Manager runtime library in binary form, which, when integrated into the application software, results in an executable program with a graphical user interface.

“Application Program” means the enhanced application software developed by Licensee. The resulting software, which consists of the application program and the runtime program embedded therein, is called an “application package”.

“Configuration” means the combination of hardware, operating system and toolkit selected during download on which the Licensee is authorized to use the Program.

The license fees depend on the term of the contract, the number of users, the type of usage rights and the configuration. The licensor calculates the license fees according to the currently valid licensor price list.

The licensor hereby grants the licensee a non-exclusive, non-transferable and time-limited license to test the program in machine code form on the configuration specified during download. Licensee may use this trial license for testing purposes only. The development of executable application programs and application packages is excluded.

The licensee undertakes not to carry out any decompiling of the programs or to have them carried out by third parties.

The licensee is not authorized to transfer, assign or sublicense the rights of use granted to him without the prior written consent of the licensor.

With this contract, the licensee acquires exclusive rights to use the programs for the duration of the validity of this contract. The licensor remains the sole owner of the programs delivered at all times.

All copies of the Program, Runtime Program and related documentation provided to Licensee pursuant to this Agreement may not be reproduced without the express written consent of Licensor.

Licensor warrants to Licensee that it, the Licensor, has the right and authority to enter into the agreements contained in this Agreement.

If the licensed programs violate other rights, the licensor is entitled, at his own discretion and at his own expense, to change the programs so that these rights are no longer violated, or to obtain a license for the licensee to continue using the programs.

The licensor assumes no liability or warranty for so-called test licenses and pre-production releases of programs (alpha or beta releases) that are delivered at the licensee's request or made available for test purposes.

The licensor's assurance of features of the program must always be in writing.

The term of the contract is 60 days from the download of the program, unless the licensee and licensor have mutually agreed on a different term.

This Agreement may be terminated by Licensee. Licensor may terminate this Agreement or any license covered hereunder if Licensee breaches the terms of the Agreement and fails to cure the breach within 10 days upon written notice.

If the contract or a license belonging to this contract expires or is terminated, the licensee undertakes to terminate the use of all programs covered by this license. All rights granted by this contract expire.

Upon termination of the Agreement, for whatever reason, the Licensee must delete all components of the Program subject to the License.

If the licensor provides technical services at the request of the licensee, the terms of this agreement also apply to these services and to any changes or information to the programs thereby made available to the licensee, unless otherwise agreed.

A license is obtained by downloading the program from the licensor's website.

The program is delivered by the Licensor to the Licensee by electronic transfer of the program files via the internet. The Licensee installs the program himself.

The test license agreed in this contract is free of charge. However, the licensee undertakes to pay for additional support services used (such as software provision, installation, documentation, training and hotline).

All fees mentioned in this contract or in the price list are net prices in euros plus VAT. All fees must be paid net within 14 days of the invoice date. If this deadline is exceeded, additional late payment interest will be charged for the overdue period. In this case, the licensor will also invoice the licensee for all other resulting costs (including any administrative, legal and court costs that may arise).

By entering into force of this contract, both contracting parties can gain access to confidential information of the other contracting party. All such information must be clearly marked as confidential and is hereinafter referred to as “Confidential Information”.

Both contractual partners agree that they will not make any of the contractual partner's confidential information available to any third party for the duration of this contract and for a period of two years after its expiry. Both parties agree to use the Confidential Information solely to fulfill this Agreement and to ensure that it is not disclosed to any other person or the public.

The laws of the Federal Republic of Germany apply to this contract. The place of performance for all services from this contract is Stuttgart, the registered office of the licensor. The licensor is also entitled to assert claims at the court responsible for the licensee's registered office.

If one of the provisions of this contract is or becomes invalid, the remaining provisions will remain in force unchanged. The ineffective provision will be replaced by an effective one that is as close as possible to the ineffective one in terms of its economic impact. If one of the provisions of this contract is broken by a contractual partner, the remaining provisions remain in force unchanged.

Changes, additions and additional agreements must be made in writing to be valid. Oral promises made by representatives of the licensor only bind the licensor if they are confirmed in writing by the licensor's management or an authorized person.

This Agreement contains all agreements between the parties and supersedes all prior agreements regarding the programs and licenses discussed herein.