StateMonitor Maintenance Terms and Conditions: Digital Shop Floor (Version: August 2021)
The following terms and conditions apply to all software maintenanceand support services provided by DR. JOHANNES HEIDENHAIN
GmbH (hereinafter referred to as "HEIDENHAIN" or "the service
provider") in order to maintain the software products (hereinafterreferred to as "contractual software") specified in a quotation or
agreement under these terms and conditions.
Any conditions stipulated by the contractual partner (hereinafterreferred to as "the customer") will not become terms of the agreement,even if they are not expressly excluded by HEIDENHAIN.

individual features in the context of a full version. Explicitly to bementioned in this context:• External reporting database,• Structure of the internal database,• Structure of the outward-bound interfaces, in particular of theexternal reporting database,• Properties of the user interface,• Properties for possibilities of backing up the configuration anddata,• Login procedures, etc.

1. General terminology

2.4 All versions are approved and released only for specific operating
systems. The customer must take this into account when updating or
upgrading the version.

"Day" means a period of twenty-four (24) hours ending at midnight.
"Month" means one (1) calendar month.
"Workday" means each day on which commercial banks in theGerman federal state of Bavaria are open to the general public forbusiness.
"Year" means a period of 365 days.
"Contractual software" means the software that is specified in thequotation or agreement and for which software maintenance andsupport are to be provided.
"Options" are as described in the quotation or agreement.
"Update version" is an improved software version within the major
version stated in the quotation without significant changes to thefunctionality.
"Upgrade version" is a new software version within the stated major
version, including modifications of the functions without significant
changes to the overall functionality. New upgrade versions can enable
the provision of new software options.
"Major version" is a new software version that includes significant
changes above and beyond those of an update version or upgradeversion, and is usually designated by a version number with a higher
initial number.
"Software maintenance and support services" are the services
described below regarding the software maintenance and support,
particularly the services described in sections 2 and 3.
2. Software maintenance
Maintenance of the software comprises updates and upgrades withthe following scope:
2.1 Updates
The service provider makes updates available. Provision of updates
comprises service releases for and updating of the contractual
software. Updates will be made available in electronic format. Accessto the files is granted to a main contact person named in advance by
the customer and, if necessary, to his deputy. The provision of updates
can also be integrated in the annual upgrade version.
2.2 Upgrades
The service provider shall provide upgrade versions of the contractual
software for the current major version at least once a year, provided
that such major version has not been discontinued.
The provision of upgrades comprises the updating of the contractual
software for full versions and service releases that are publishedduring the validity period of the upgrade entitlement. Upgrades will bemade available in electronic format. Access to the files is granted to amain contact person and, if necessary, to his deputy. Upgrades can
include improved functionality as well as changed parameters. It must
therefore be considered that different system requirements may apply
to new upgrade versions; the compatibility of each upgrade must be
assessed and ensured by the customer on his own responsibility
before installation.
2.3 Technological changes, for example of the hardware, operating
system, or standards, as well as economic considerations, may leadto changes in all product features as well as to the omission of

2.5 Maintenance of the software explicitly does not include new
major versions; it only includes upgrades and updates within a major
version (e.g., version 1.2.X to version 1.3, but not, e.g., version 1.3 toversion 2.0). The transition to a new major version can be offered asa separate service, if desired.
3. Support
The service provider will make telephone support ("Helpline")available to the customer during the following regular business hours(CET) in German and English:
Monday – Thursday 8:00 a.m. – 12:00 p.m. and 1:00 p.m. – 4:30 p.m.
Friday		
8:00 a.m. – 12:00 p.m. and 1:00 p.m. – 3:00 p.m.
Telephone number for the Helpline:			+49 8669 31-3107
On legal holidays the Helpline may not be available at all, or only to alimited extent. The holiday regulations of the German federal state ofBavaria shall apply. Written queries can be sent by e-mail to thefollowing address:			3107@heidenhain.de
An error reported by telephone or in writing must include at least thefollowing items:• Detailed description of the error (including its reproducibility, if
possible)• Log files• Version of the software• Information about the software versions of the controls
Written queries will be processed during the business hours statedabove. The customer will receive an answer as soon as possible.
The Helpline is staffed by well-trained and competent staff. While
processing the query, the service provider shall endeavor to the bestof his knowledge and belief to do what is technically and economicallyreasonable for him in order to find a solution for the customer. For
issues that require a specialist, the Helpline will consult with thespecialist as appropriate.
Some customer support queries can only be fulfilled throughfundamentals training, consultations, or development services —such actions are not part of this agreement. The implementation of
additional functionalities is also not part of this agreement.
4. Exclusions
The following items are not included in the scope of these services:• General support of the customer on-site is not part of thesemaintenance terms and conditions. On-site services can be offered separately.
• Corrections of malfunctions that are not attributable to the contractual software but rather to external influences, operating or
configuration errors, hardware or software from third-party suppliers or their interfaces. If requested by the customer, the service provider will also endeavor to correct such malfunctions
within the scope of his abilities on the basis of a separate agreement and against remuneration.

• Control options that are necessary for correct use are not part ofthese terms and conditions (e.g., HEIDENHAIN DNC, etc.).
• Adaptation of software to the customer's requirements. Suchservices can be offered separately.
• Errors, malfunctions, etc., due to StateMonitor having been operated over the Internet (virus, etc.).
• Support for third-party software• Functionality of interfaces to third-party software (e.g., changes
to the data model structure), also but not only in reference tosystem requirements• Training courses, workshops, seminars, or other obligations thatare above and beyond the obligations of these maintenanceterms and conditions.
Services that are not included in the scope of services under 2.ff must
be rendered by the service provider only if there is a separate
agreement that covers them. These services will be invoiced basedon the time spent on them in accordance with the valid price list plus
travel costs and expenses. Likewise, expenses incurred as a result of
the reporting of malfunctions that are due to an excluded circumstancewill also be invoiced.
5. Cooperative obligations of the customer / prerequisites
The customer himself shall install the update or upgrade version of thecontractual software furnished by the service provider, unless aseparate agreement to this effect exists. The service provider will
maintain only the newest and updated or upgraded version of thecontractual software. The customer will adopt new upgrade versions
for practical use within three (3) months after delivery. Upon expirationof this period, the obligation to maintain the previous version ends
without reduction of the annual fee.
The customer shall install, ready for operation, new versions of thirdparty software required for the use of new upgrade versions of thecontractual software at his own expense. Furthermore, the customer
ensures the compatibility of his own system.
The service provider may also provide his services through the
Helpline, by remote data transmission (e.g., via Webex), or on-site at
the customer's premises. The customer shall provide the technicalrequirements and useful support services (such as remote datatransmission equipment and programs, access, computing power,
useful information, and documentation) at his own expense in eachcase.
The customer shall notify the service provider in writing of a contact
person who shall exercise the customer's rights and obligations under
the agreement on maintenance support services.
The customer shall ensure that errors in the system for which thecustomer is responsible have been excluded in advance and that thesystem requirements have been met.
The customer shall immediately inspect the services performed by theservice provider upon receipt and shall immediately give notice of any
deficiencies that arise. Deficiencies that cannot be detected in thecourse of a proper inspection must be reported to the service provider
immediately after discovery.
6. Further support
Unless otherwise specified, any information, knowledge, advice,method, process, or procedure is provided or transmitted by theservice provider to the customer on an "as is" basis and a "use at yourown risk" basis without express authorization or implied guarantees orwarranties. The service provider shall not be liable for any errors oromissions contained therein.
7. Warranty on software maintenance and support services
Warranty claims of any kind, provided there are any, shall not extend
beyond the period of six (6) months.
If it turns out during the investigation of a defect notified by thecustomer or in the course of the rectification work that the notificationof defects was unjustified, the service provider may demand
remuneration for the investigation and/or repair work in the amount of
the applicable hourly rates. The hourly rates are based on the
HEIDENHAIN Service Conditions, which can be viewed at https://www.heidenhain.com/terms-of-business.
Excluded from the warranty are any defects that are due to the factthat the customer has disregarded the specifications of the service
provider, e.g., by installing the software in an Internet environment or
by disregarding the system requirements.
8. Liability
8.1 The service provider is liable without limitation only for intent andgross negligence.
8.2 The service provider shall only be liable for simple negligence —except in the case of injury to life, limb, or health — if essential
contractual obligations (cardinal obligations) are violated.
8.3 Liability for indirect and unforeseeable damage, loss of production
and use, loss of profit, loss of savings, as well as financial losses dueto third party claims is excluded in the case of simple negligence —except in the case of injury to life, limb, or health.
8.4 Any further liability than stipulated herein is excluded — regardlessof the legal nature of the asserted claim. However, the above
limitations or exclusions of liability shall not apply to no-fault liability
prescribed by law (e.g., under the German Product Liability Act) or to
liability under a no-fault guarantee.
8.5 Insofar as liability is excluded or limited, the same also applies tothe personal liability of the employees, representatives, bodies, or
agents of the service provider.
9a. IP rights
All materials and all notes, recordings, drawings, designs, inventions,improvements, developments, discoveries, and trade secrets
conceived, made, or discovered by the service provider's employees
in or in connection with the performance of software maintenance andsupport services with respect to the service provider's equipment,
software and/or services and all intellectual property rights thereinshall be the sole and exclusive property of the service provider. The
service provider shall be permitted to use any information, suggestions,or ideas provided by the customer and relating to the service provider'sequipment, software and/or services without compensation or fee tothe customer.
9b. Licenses and rights to and in respect of software provided
for useWith regard to the updates and upgrade versions, precedence will
be given to the StateMonitor Software Terms and Conditions inaccordance with the license agreement on the use of the contractual
software in the version valid at the time of the conclusion of thelicense agreement.
See the StateMonitor Software Terms and Conditions at: https://www.heidenhain.com/terms-of-business
The StateMonitor Software Terms and Conditions regarding theuse of the contractual software remain expressly unaffected.
The customer must not make any copies of updates or upgradeversions, or transfer the updates or upgrade versions or the right tomake copies thereof to any third party, or export the updates or
upgrade versions without the service provider's prior writtenconsent. The customer acknowledges that the contractual software
as well as updates and upgrade versions contain trade secrets ofthe service provider, and in order to protect such trade secrets, thecustomer agrees not to disassemble, decompile, or reverse
engineer.

10. Prices
The remuneration for the service offered by HEIDENHAIN is based on
the corresponding quotation.
Unless otherwise specified, the services will be invoiced per calendar
year in advance. All prices are subject to the applicable value addedtax.
If HEIDENHAIN changes the usual remuneration for the software
maintenance and support in accordance with the currently valid pricelist for new customers, then HEIDENHAIN may adjust the remunerationagreed upon in the quotation accordingly. HEIDENHAIN may change
the remuneration with a notice period of three (3) months by means ofan adjustment declaration in text form to the customer, but not morethan once per calendar year. HEIDENHAIN shall determine the priceadjustment, taking into account the currently valid price list for new
customers at its reasonable discretion (Section 315 of the German
Civil Code).
If the increase in remuneration is more than 10 % of the corresponding
amount for the previous contractual year, the customer may terminate
the contractual relationship extraordinarily with effect from the effective
date of the price increase. If the customer does not terminate theagreement before the price increase comes into effect, the priceincrease shall become binding on the date determined by
HEIDENHAIN.
11. Force majeure
Impediments to performance due to force majeure or due tounforeseen events for which HEIDENHAIN is not responsible, suchas strikes, governmental directives, epidemics, etc., shall release
HEIDENHAIN from the obligation to comply with the agreed
performance for the duration and to the extent of the effects.
12. Confidentiality clause
The service provider and the customer shall treat as confidential visà-vis third parties all information, business transactions, anddocuments that a contractual partner makes available in connection
with the agreement on software maintenance and support and thatare thereby designated as confidential or in respect of which aninterest in confidentiality is discernible ("confidential information")unless they have already become generally known in some other way.
This obligation shall remain in force for three (3) years after terminationof the agreement on software maintenance and support. The service
provider and the customer shall impose a corresponding obligation on
their employees affected by the agreement on software maintenanceand support. The service provider is entitled to disclose confidential
information to affiliated contractors and subcontractors to the extent
that they are obliged to maintain confidentiality equivalent to thisprovision.
13. Termination
Upon termination of the right to use the contractual software (license
agreement), the corresponding agreement on software maintenance          
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and support shall also terminate automatically with billing of the fullannual fee.
The agreement on software maintenance and support will beconcluded for a term of two (2) years unless otherwise agreed. It is
automatically renewed for another year, unless the agreement isterminated via written notice given at least three (3) months prior to
expiration.
This shall not affect the right of the parties to terminate the agreement
on software maintenance and support for good cause. Good cause ispresent in particular if• the customer is more than sixty (60) days in arrears with thepayment of the annual fee.
• IP rights have been violated.
• the software has been modified.
If the customer has not ordered software maintenance and support
from the service provider in whole or in part after the expiration of thewarranty period of the contractual software, then the customer may
enter into an agreement with the service provider for the future
provision of software maintenance and support services, provided
that the customer pays an amount equal to the maintenance fee thatwould have been incurred in the period during which the customer did
not use the software maintenance and support, plus a surcharge
determined by the service provider.
14. Miscellaneous
Unless otherwise expressly agreed, neither the customer nor theservice provider may assign their rights or obligations under thisagreement without the prior written consent of the respective otherparty.
During the term of the agreement on software maintenance andsupport and for one (1) year thereafter, the customer shall not solicit(directly or indirectly) any of the service provider's employees engaged
to perform any portion of these services without the consent of theservice provider. In the event of a breach of this obligation, thecustomer shall pay to the service provider a fee equal to 100 % of that
employee's annual compensation.
15 . Governing law and jurisdiction
These terms and the contractual relationship between the customer
and HEIDENHAIN are governed by the law of the Federal Republic of
Germany. The application of the United Nations Convention on
Contracts for the International Sale of Goods (CISG) is excluded. The
sole place of jurisdiction is Traunstein, Germany. However,
HEIDENHAIN is also permitted to choose the jurisdiction of thecustomer's place of business.
16. Final provisions
Should any provision in these terms be or become invalid, this shallnot affect the validity of the remaining provisions or agreements. Anychanges and modifications to these terms must be in writing. This also
applies to this written form requirement itself. A waiver of the written
form clause is permissible by way of an individual agreement.