Terms and conditions for licensing and use of NETservice
IN ADDITION TO THE DMG MORI TERMS AND
CONDITIONS THE FOLLOWING CONDITIONS FOR THE
DELIVERY AND USE OF THE NETSERVICE SHALL APPLY.
1. Contractual basis
1.1 The following conditions shall govern the contractual relationshipbetween the Supplier and the Customer regarding the delivery,deployment, licensing and use of the NETservice, Software (hereinafterreferred to as “NETservice” or “Software”).
1.2 The Customer declares acknowledgement to and accepts thefollowing conditions by installing, copying, downloading the Software or
any other use of NETservice. General Terms and Conditions of theCustomer shall not become part of any Contract.
1.3 No variation to these Conditions shall be binding unless agreed inwriting by the Supplier.

2. Services, Subject Matter of the Services

2.1 With regard to the machine tool delivery including the deliverable of
IoTconnector specified in the confirmation of order (hereinafter referred
to as “machine”), the Supplier renders services via telephone comprising
online-access communication between the machine and the Supplier´sdata processing tools.
2.2 In detail – subject to the specified scope of services in theconfirmation of order – the following services will be rendered(hereinafter referred to as “Remote Services”).
_Enabling a remote-access the machine for NETservice;_Start and Release of the remote access by the Customer
upon request by the DMG MORI Service;_Access to the machine control via remote access;_Enabling an error-diagnosis by using Chat, Video (optional) andwhite board function;_Troubleshooting;_Software-Updates for the machine, including machine control(to the extent feasible and possible via remote access);_Additional services as provided in the confirmation of order.

4.2 The Customer shall, at its own expense, obtain any necessary permits
and licenses to install the Software respectively for the use of theSoftware (hereinafter referred to “Permits”). It should be denoted that incase that until the moment of the commissioning of the machine not all
Permits had been obtained by the Customer, this may cause follow-up
costs. In this case, the Customer shall not obtain an enforceable right toreceive installation services, to install and/or use the NETservice
including Remote-Services.

5. Licensing5.1 The supplier grants to the Customer a nonexclusive, nontransferable,
subject to the contractual agreements either perpetual or non-perpetual
license – limited to the provisions of these terms – to install, access anduse the Software for the purpose of processing Customer´s own internalbusiness (“License”).
5.2 Any license, which is granted under these terms, is limited to the useof Concurrent Users. Any usage of the Software outside the scope of theapplicable License rights constitutes an infringement of the intellectual
property rights of the Supplier and is to be considered a material breachof the contractual relationship between Supplier and Customer.
“Concurrent User” means that access to the Software at any given
moment is limited to the maximum number of machines for which
licenses have been validly acquired according to the specifications in theconfirmation of order. Unless otherwise agreed and specified in theconfirmation of order it is understood, that per one machine one
NETservice Software can be used.
5.3 With a granting of the License no title to or ownership in theSoftware, is transferred to the Customer. Title to the Software, and allapplicable copyrights, trade secrets and other intellectual property rights
inherent in the Software (including know-how) or intellectual property
rights to the Software remain with the Supplier or third parties fromwhom the Supplier has obtained the right to license the Software.
Supplier reserves all rights in the Software not explicitly granted herein.

5.4 Customer may copy the Software as reasonably required inconjunction with the Customer´s permitted use under these terms andfor back-up purposes. Customer shall retain and reproduce all copy-rightor proprietary notices in their exact form on all copies (including partialcopies) of the Software made by the Customer. The original and all
2.3 The maintenance of the machine, any computer hardware ormachine control hardware shall not be a subject matter of the services to complete and partial copies of the Software, including any intellectual
property rights inherent in the Software, will remain the sole property of
be rendered by the Supplier and is not due under these NETservice
the Supplier.
Terms.

3. Technical prerequisites for the use ofNETservice-Software

6. Confidentiality

Supplier is obliged to keep confidential all information relating to theCustomer´s trade secrets, business, organization and organizational
Remote-Services and use of NETservice is subject to the fulfillment of the processes (including know-how), which may become known to him
following technical prerequisites by the Customer:
during the performance of the performances relating to NETservice_Duly installed NETservice-Software License (e.g. VPN Client or onboard) (hereinafter “Confidential Information”). Supplier shall keep strictly andas specified in the confirmation of order, _Integration of the machine inconfidential not disclose any such Confidential Information to third
the Customer´s overall IT-Network with due access to the world wideparties and shall use such Confidential Information only for the purposes
web;contemplated by these terms and to the extent required for the_Compliance with any of the technical parameter as set out in theperformance and use of the NETservice. The Supplier acknowledges, that
NETservice Checklist (hereinafter referred as “Technical Requirements”). any Confidential Information and data disclosed to him shall be handledwith diligent care according to the respective mandatory´s laws of the4. Delivery, Installation of Netservice
country of use including any data protection laws and data privacy laws.
4.1 The installation of the NETservice shall only be conducted with theassistance of the Customer´s IT-Department respectively Customer´s IT7. Remuneration
Representatives. The Supplier’s duty to deliver and install NETservice isAfter the expiration of the warranty period for the machine, the free ofsubject to the fulfillment of all technical prerequisites. In particular thecharge period for NETservice will end. The responsible DMG MORITechnical Requirements as set out in the NETservice Checklist have to be Service Company will send and offer to extend the NETservice function.
completely filled out.

8. Warranties

Terms and conditions for licensing and use of NETservice
8.1 Customer shall immediately check the Software delivered and any
services rendered without undue delay to determine if they are incompliance with the specifications of the confirmation of order. The riskof any errors and/or defects, if any, shall pass to Customer upon issuanceof the relevant installation or with the beginning of using the Software,
unless they are functional defects and/or functional errors which haveoccurred or which were only possible to detect in the course of theservices rendered after the installation or which could only be detectedin the course of the services rendered.
8.2 Notices of defect and/or errors shall only be admissible, if given inwriting within one week of receipt of the respective service respectively
the determination of the defect and/or error, unless any statutory
provision is providing for a longer term.

the Supplier shall not be liable to the Customer by reason of any
representation, any implied warranty, condition or other term, any duty
at case law, statutory law or under express terms of the Contract, for any
consequential loss or damage (whether for loss of profit, production halt
or otherwise), costs, expenses or other claims for consequential
compensation whatsoever (and whether caused by the negligence of theSupplier, its employees or agents or otherwise) which arise out of or inconnection with license and delivery of the Software, the rendering ofservices (including Remote-Services) and/or their use, except if and tothe extent provided in these terms.

9.2 The aggregate liability of the Supplier for any claims arising out of orin connection with any license, delivery and use of the Software and therendering of services (including Remote-Services) shall not exceed theSupplier´s insurance cover which is in place to cover the claim/damage
8.3 The Supplier warrants, that the Software and services rendered are in which has occurred. If the Customer whishes to assess the level ofcompliance with the written products specifications applicable at theinsurance cover in order to ensure it is adequate, the Customer should
time of delivery and specified in the confirmation of order.
make a written request to Supplier for details of the insurance cover inplace at that time.
8.4 In a case of an error and/or defect, the supplier shall, either effectimprovement or a subsequent new delivery (“Subsequent9.3 The Supplier shall have the right to defer the date of licensing,Performance”). The Supplier may reject the selected type of Subsequent delivering and/or installing the Software respectively the rendering of
Performance or the entire Subsequent Performance if it will only beservices (including Remote-Services) or cancel the contractual
possible to carry out the same by incurring disproportionally andrelationship to the Customer without any liability to the Customer if theunreasonably high expenses. In case of a substitute delivery the Supplier Contractual Performances are prevented or hindered by any cause
shall bear the expenses necessary, therefore in particular any transport
whatsoever beyond the Supplier´s control and in particular but without
costs, to the extent that such costs are not increased by the fact thatprejudice to the generality of the forgoing by act of God, War (whether
substitute delivery is made to a location of the Software different fromdeclared or not), Government control, restrictions or
the one contractually agreed.
prohibitions by any Government act or mission whether local or national,
fire, flood, subsidence, epidemic, restraints, acts of strike or lock-out,
8.5 If the Supplier is not willing or unable to render Subsequent
force majeure, power cuts, world wide web constraints and or shortfalls
Performance or if such Subsequent Performance is delayed for longer
provided if the event in question continues for a continuous period inthan reasonable periods for reasons for which the Supplier is responsible, excess of 30 days, the Customer shall likewise be entitled to terminate
or if the Subsequent Performance fails for any other reason, thethe contractual relationship by written notice vis-á-vis Supplier.
Customer shall – within the scope of statutory provisions – be entitled toassert its rights to either rescind the contractual relationship with the10. Place of performance, applicable, jurisdiction,
Supplier to claim a price reduction or damages. Subsequent
miscellaneous
Performances shall be deemed failed for other reasons only if and when
10.1 These terms shall in all respects be construed and governed by law
three attempts for Subsequent Performance have been unsuccessful.
to the exclusion of the United Nation Sales Law Convention.
8.6 Any additional claims of the Customer, in particular claims fordamages including claims for lost profit, shall only exist to the extent as
specified under No. 9 below. The warranty period for any errors and/ordefects to the Software and performances related to the NETservice shallbe one year, beginning with the installation or use of the Software,
whatever incident is later.
8.7 The Supplier shall not be liable if an error or defect is caused byconduct of the Customer. This shall in particular, include – to the extent
causative – in inappropriate use, maintenance, repair or any otherunauthorized modification to the machine or the Software, which were
not carried out by the Supplier, or the use with hardware for which theSoftware is not licensed or in combination with other Software notlicensed or technically approved by the Supplier. This shall likewise apply
with regard to any incorrectness or incompleteness of the NETservice
Checklist, which should be provided until the moment of thecommissioning of the machine. Once again, it should be denoted, that inthis latter case follow – up costs might be accrued and may have to beborne by the Customer.

9. Liability [n/a in france, spain and italy]

9.1 Any warranties given by the Supplier in these Terms are in lieu of allother warranties or conditions expressed or implied by case law orstatute. Except in case of willful misconduct or omissions and/or conduct
in respect of death or personal injury caused by Supplier´s negligence,

10.2 Place of jurisdiction shall be at the competent court at the Supplier´splace of business. The Supplier shall be entitled to enforce any legalaction against the Customer at the Customer´s place of business.
10.3 These terms shall replace any previous versions regarding of usageof NETservice software.
10.4 While using the NETservice-Software the respective user may be
asked to disclose his personal data. Therefore and thereabout the user
will be informed about his rights to oppose and revoke when establishing
the connection.