License Terms and Conditionsfor Software Rental
Version: 12.10.2017
These License Terms and Conditions apply to the provision to the customer (hereinafter referred to as: "Licensee") of standard
software of Bosch Rexroth AG, Zum Eisengiesser 1, 97816 Lohr am Main, www.boschrexroth.de (hereinafter referred to as:"Licensor") for use for a limited time period subject to a charge. Separate license terms apply to different types of provisionof software for use. General terms and conditions of the Licensee do not apply, they are explicitly rejected.
1.

Definitions

2.

1.1.

Affiliated Enterprise: Every legal entity which is controlled
by the Licensee, which controls the Licensee or which is
jointly-controlled together with a Licensee. Control isdeemed to exist where more than fifty percent (50 %) of
the capital shares or voting rights is held or where thecorporate management and policy are controlled either
directly or indirectly on the basis of capital shares, by virtue of agreements or in any other way.

1.2.

Backup Copy: A copy of software which is produced incase the original software is damaged or inadvertently
deleted.

1.3.

Bugfix: Error correction.

1.4.

Commencement of the License: The date agreed forcommencement of the rental contract.

1.5.

Confidential Information: Software inclusive of the sourcecode (except for Open Source Software components)and other materials marked by the Licensor as being“confidential” or which are otherwise to be considered asconfidential.

1.6.

Documentation: All the information required to be able towork with the software as intended.

1.7.

FOSS: Open Source Software and third party software
under a royalty-free license.

1.8.

License Data: In the order documents, possibly a type
key named as an order item of its own or a material number and license type in conjunction with the catalogue details valid at the time of the order and with the license
sheet or device pass [Gerätepass] provided.

1.9.

License Type: Determines the scope and type of the software use and the number of users, see sub-sec. 4.2.

1.10. Patch: A correction supplied to close security gaps orremedy errors including add-ons of functions.
1.11. Target Hardware: A device on which the software will be
installed.
1.12. Test Version: A trial version of software with restrictedfunctionality and / or restricted runtime.
1.13. Underlicensing: Use of the software in a manner exceeding the agreed scope and type of use agreed.
1.14. Update: A new version of the software containing improvements to the program or new and/or changed functionalities.
1.15. Upgrade: Renewal of the software version with considerably expanded function.
1.16. Workaround: A procedure circumventing a known malfunction of the software.
1.17. Year of Contract: The first twelve (12) months startingfrom the beginning of the license in accordance with thecontract and every successive twelve-month period.

Software2.1. The subject matter of these Terms and Conditions of License is the granting of the rights of use to the Licensor’sStandard Software for a limited period of time subject to acharge (hereinafter referred to as: "Software"). The Software description follows from the License Data and theDocumentation which will be made available to the Licensee on request prior to entering into the contract.
2.2. The Software comprises the executable program code andthe corresponding Documentation in electronic form. Subject to the provisions of sub-sec. 2.3., the source code does
not form part of the subject matter of the contract.
2.3. The Software can possibly contain FOSS. The Licensee
will be provided with an up-to-date list of the FOSS contained and of the FOSS license terms respectively applicable on request prior to entering into the contract or when
the Software is delivered at the latest.
2.4. Insofar as software products of third party providers which
are not covered by FOSS are also provided together with
the Software, such products may solely be used in connection with the Software. Special terms and conditions of use
can possibly apply in this respect which the Licensee will
be advised of in an appropriate form.
2.5. The Licensor has the right to take technical measures toprotect the Software against any unauthorized use, e.g. bymeans of program locks. The Licensee may not remove
such protective mechanisms from the Software or workaround them. It can be necessary to apply for a license key
to activate the Software after installation and if the Software and/or hardware environment is changed.
3.

Delivery, delivery periods, default

3.1. Unless otherwise agreed and in accordance with the provisions below, the Software shall be delivered in the version which is current at the time of delivery. If the Software
is provided on a data medium, this might not contain theversion which is current at the time of delivery. In this casethe current version shall be supplied in retrospect. The delivery and passing of risk of the Software shall be effected
at the Licensor’s election and, unless otherwise agreed, either by virtue of handing it over to the carrier for dispatch
free of charge to the Licensee or by virtue of making theSoftware available as a download and transmitting the information necessary for the download. The Licensor shall
supply a replacement if the Software or the data medium
is damaged or destroyed during the term of the contract.
The Licensor can require a refund of its copying and dispatch costs insofar as the damage/destruction was culpably caused by the Licensee. Sentences 1-3 of this subsec. 3.1. shall apply accordingly to supplies in the context
of supplementary performance pursuant to sub-sec. 9.5.
3.2. The precondition for the commencement of and compliance with the delivery periods agreed is for the collaborative duties to have been performed, in particular the timely
receipt of all documents, permits, examinations, approvals

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License Terms and Conditions for Software Rental of Bosch Rexroth AG
to be provided by the Licensee, and compliance with thepayment terms agreed, in particular with payment of any
advance payments agreed.
3.3. If delivery periods are not met due to force majeure or toother events for which the Licensor is not responsible, e.g.
war, terrorist attacks, import and export restrictions, governmental orders, the agreed delivery periods shall be extended appropriately by the period of duration of the impediment. This also applies to industrial action affecting the
Licensor.
4.

Rights of use

4.1. With effect from the Commencement of the License the Licensee shall be granted the non-exclusive right to use theSoftware for a limited period of time in accordance with thefollowing provisions and in compliance with the stipulationsof the Documentation. The permissible commercial use covers the installation, loading to the working memory, display and execution of the Software and the intended useof the Software by the Licensee for its own business purposes. The use is only permitted in the countries of destination agreed. In the absence of an explicit agreement, thisis the country in which the Licensee has its registered office.
4.2. The Licensor distinguishes between the following License
Types, the details of which derive from the License Data:a.)

In the case of a single user / workstation license, theLicensee has the right to use the Software on one
single Target Hardware device.

b.)

In the context of a network / server/ copy or floating
license, the Licensee may install the Software on a
network server or on any number of Target Hardware
devices which are integrated into the local network.
In this case the Software may only be used simultaneously on a specific number of Target Hardware devices or workstations.

c.)

In the event of a volume / multiple / multiple-user license, the Licensee has the right to use a specificnumber of individual licenses.

d.)Under a corporate license, the Software may be usedwithin the Licensee’s enterprise at the establishments
agreed.

4.3. The Licensee may use the Software only for the purpose
named in sub-sec. 4.1. In particular, the following is only
permitted if the Licensor has given its prior consent in writing: (i) the operation of a computer center for third partiesor (ii) the temporary provision of the Software to third parties (e.g. as Application Service Providing, Software as aService or Cloud Service) or (iii) the use of the Software fortraining individuals who are not employees of the Licensee.
4.4. Duplications of the Software are only permitted insofar as
this is necessary for the contractual use. The Licensee
may make Backup Copies of the Software in accordancewith the state of the art to the extent necessary. Backup
Copies shall be marked as such and marked with the copyright notice of the original Software insofar as this is possible. The use of the Backup Copy is only permitted if thecopy of the Software originally provided by the Licensor
has deteriorated or perished. The Licensee is also subject
to these Terms and Conditions of License in respect of theuse of the Backup Copy.
4.5. Without the prior consent of the Licensor in writing, the Licensee is not entitled to distribute the Software or to other-wise transfer it or make it available to third parties (including rental, lease, loan or sub-licensing). The Licensee maytransfer the Software from one device (Target Hardware)or workstation to another device (Target Hardware) or toanother workstation, if it is ensured at all times that the
Software can only be used in accordance with the scopeagreed under the respective license model.
4.6. The Licensee is not entitled, subject to sub-sec. 2.3., toedit, change, reverse engineer, decompile or disassemble
the program code of the Software or parts thereof or to otherwise establish the source code or to create derivative
works based on the Software. The mandatory, obligatory
provisions of secs. 69d, 69e German Copyright Act (UrhG)
shall remain unaffected by this, however.
4.7. The Licensee may not commission third parties who arecompetitors of the Licensor to conduct measures which arein accordance with sub-sec. 4.6. unless the Licensee
proves that the danger of disclosing important businessand trade secrets of the Licensor (in particular functions
and design of the Software) is ruled out.
4.8. If the Licensor provides the Licensee with Upgrades, Updates, Patches or Bug Fixes in connection with supplementary performance or maintenance, these shall also be
subject to these License Terms except to the extent thatthey form the subject matter of a separate agreement. Afterinstallation of the new Software version, the Licensee’s
rights to the previous version shall end after a one (1)month transition phase.
4.9. All further rights to the Software not explicitly granted, inparticular also including all the rights to the trade mark, thebusiness secrets or to other intellectual property in the
Software, shall remain with the Licensor. Designations of
the Software, in particular copyright notices, trademarks,
serial numbers and the like may not be removed, changed
or otherwise rendered illegible.
5.

Remuneration for the license

5.1. The remuneration agreed in a separate document, otherwise the remuneration set out in the Licensor’s price list
valid at the respective time, plus value added tax, is payable for the temporary provision and use of the Software inaccordance with the scope of use defined in sec. 4 above.
Unless otherwise agreed, the remuneration is due in advance for the Year of contract beginning at the Commencement of the License.
5.2. The Licensor has the right to increase the remuneration forthe license for the first time after expiry of one Year of Contract by giving three (3) months’ advance notice in writing
to expire at the end of a Year of Contract, however by up
to an amount not exceeding the amount of the Licensor’s
list prices generally valid at the time of the notification. The
fees respectively adjusted may not be further increased
until, at the earliest, upon expiry of a further Year of Contract since the last price adjustment. When the fees are adjusted, the Licensee has the right to give six (6) weeks’ notice of termination to become effective on the effective dateof the price adjustment, insofar as the increase exceeds
ten percent (10%) of the last remuneration applicable forthe license.
5.3. Unless otherwise agreed in writing, all of the Licensor’s invoices are payable at the latest thirty (30) days after thereceipt and due date thereof, without any deduction, by
cashless transfer to a bank account notified by the Licensor.

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License Terms and Conditions for Software Rental of Bosch Rexroth AG
6.

Duties of the Licensee to collaborate and provide information

6.1. The Licensee is responsible for its hardware and softwareenvironments being compliant with the system requirements of the Software; in case of doubt the Licensee shallobtain advice from the Licensor or specialist third parties
before entering into the contract.
6.2. The Licensee is responsible for the Installation of the Software. The Licensor may conduct the Installation at the Licensee’s request in return for remuneration to be agreed
separately.
6.3. When using the Software, the Licensee is obliged to comply with the duty of care necessary for the usage.
6.4. The Licensee shall comply with the instructions provided
by the Licensor for the operation of the Software.
6.5. The Licensee shall advise the Licensor without undue delay of possible errors in the Software. In this connection,
the Licensee shall provide all the information necessary at
the Licensor’s request. The Licensee shall permit the Licensor to access the Software in order to search for andrectify the error; at the Licensor’s election this may either
be by direct access and/or remote access. This is regulated in more detail in sub-sec. 9.5.
6.6. The Licensee is obliged to take suitable measures to protect the Software against access by unauthorized third parties, in particular to store all the copies of the Software in a
protected place.
6.7. The Licensor has the right to examine whether the Software is being used in compliance with the rights of use
granted. To this effect the Licensor may require the Licensee to provide information, in particular on the period oftime and extent of the use of the Software, and it may inspect the books and written records and the hardware andsoftware of the Licensee insofar as they reveal any details
regarding the period of time and extent of the Software use.
To this effect the Licensor shall be permitted to enter thebusiness premises of the Licensee during normal working
hours after advance notice of at least two (2) weeks. The
Licensee shall ensure to a reasonable degree that the audit can be conducted by the Licensor and shall collaboratein the audit. The Licensor shall use all the information obtained during the audit only for the purpose of verifying thelegality of the license use. The Licensee may demand thatthe on-site audit be conducted by an agent of the Licensor
who is subject to professional secrecy. The costs of theaudit will be borne by the Licensor unless the audit should
reveal that the Licensee is Underlicensed. In such a casethe Licensee shall bear the costs of the audit. In the eventof the Licensee being Underlicensed, the Licensee shall be
additionally obliged to repay the unpaid remuneration on
the basis of the list prices generally applicable to comparable services at the time of the audit plus a flat rate claim
for damages of ten percent (10 %) of the value of the Underlicensing. In addition, the Licensee shall discontinue
any Underlicensing without undue delay. The Licensee remains entitled to prove that the damage was lower.
6.8. The Licensee is obliged to take reasonable precautions incase the Software does not work properly either altogether
or in part (e.g. by means of daily data backup, failure diagnosis, regular monitoring of the data processing results).
The Licensor can assume that all the data of the Licensee
which it can come into contact with are secured, unless as
the Licensee explicitly indicates otherwise in advance.

6.9. The Licensee shall bear the disadvantages and more farreaching additional costs incurred by the Licensor as a result of a violation of the aforementioned collaboration andinformation duties.
7.

Term and Termination

7.1. The permitted use of the Software shall apply for the termof contract agreed which derives from the License Data.
7.2. Except to the extent otherwise agreed, the contract shallbe concluded for a fixed term of one Year of Contract. It
shall be extended by a respective term of one additionalYear of Contract unless terminated by giving three months’
notice prior to expiry of the term.
7.3. The contract may be terminated by either party for cause
without compliance with a period of notice. Cause shall bedeemed to exist in particular if (i.) the Licensee violates
rights of use of the Licensor by using the Software over
and above the scope permitted under these License Terms
and Conditions and fails to discontinue the violation withina reasonable period of time following a warning by the Licensor; (ii.) the Licensee is in arrears with two consecutive
payments of remuneration for the license pursuant to subsec. 5.1. or with a not inconsiderable part of this remuneration for two successive time periods or is in arrears in aperiod of time covering more than two time periods with apayment corresponding to the remuneration for two time
periods; (iii.) there is a significant deterioration in the financial circumstances of the Licensee or if this is impending
and as a result the performance of a payment obligation to
the Licensor is in jeopardy or (iv.) the criteria for insolvency
or over-indebtedness have been met by the Licensee. In
the first case (sub-sec. 7.3. i.), the Licensee has no entitlement to a refund of the license remuneration already paid.
The Licensor reserves the right to claim additional damages.
7.4. Statutory rights and claims shall not be restricted by theprovisions contained in sec. 7.
8.

End of contract

When the Licensee’s right of use ends (e.g. by virtue of theend of the contract term, notice of termination or supply ofa replacement), the Licensee shall delete or destroy all thedata media, copies of the Software including the Backup
Copies pursuant to sub-sec. 4.4. and the Documentation
provided for use and confirm this to the Licensor in writing
upon request. The same shall apply in the event of a replacement being supplied (sub-sec. 4.8.) for the previous
Software versions.
9.

Warranty

9.1. Only the description of the Software provided by the Licensor prior to concluding the contract or agreed in a separate
document, e.g. in the Documentation, is decisive for thequality of the Software. The details provided therein aresolely to be understood as performance descriptions andnot as guarantees. A guarantee is only given if it has been
explicitly specified as such in writing by the Licensor before
the contract is entered into. Further quality is not owed,
and, in particular, it does not derive from public statements
or advertising of the Licensor or its distribution partners.
The Licensor is not obliged to provide support services that
go beyond liability for defects. Furthermore, in the context
of the maintenance obligation, the Licensor is not obliged
to adapt the Software to changes in operating conditions

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License Terms and Conditions for Software Rental of Bosch Rexroth AG
or to technical and functional developments such aschanges to the IT environment.
9.2. The Licensor does not provide a warranty for errors in the
Softwarea.)Caused by faulty application on the part of the Licensee that could have been avoided if the Documentation had been carefully consulted; this also applies inthe event of inexistent or insufficient backup
measures pursuant to sub-sec. 6.8. which would
have avoided data loss;b.)

Due to virus contamination or to other external influences for which the Licensor is not responsible suchas fire, accidents, power failure etc.;c.)Caused by the Software being used in an operating
environment which is different from that approved by
the Licensor or due to faults in the hardware, the operating system or to the software of other manufacturers;d.)Caused by the Software having been modified by the
Licensee or third parties without autorization.

9.3. In respect of Software products which the Licensee or athird party has expanded via an interface designated forthis purpose by the Licensor, the Licensor shall be liable
only for defects occurring up to the interface.
9.4. The Licensee is obliged to notify the Licensor of defects in
the Software without undue delay after discovery thereof.
In the event of defects as to quality, this shall be done bydescribing the time when the defects occurred and themore detailed circumstances. If the Licensor undertakes
an error analysis at the Licensee’s request and if it transpires that there is no defect which the Licensor is obliged
to remedy, the Licensor has the right to charge the Licensee for the expenses incurred based on the respectively
applicable hourly rates of the Licensor.
9.5. Defects in the Software shall be rectified by the Licensor
within a reasonable period of time (supplementary performance). This shall be done at the election of the Licensor
by rectifying the defect by means of an Update/ Patch/Bug
Fix/Upgrade or by supplying defect-free Software or indicating a Workaround, the latter insofar as this is reasonable for the Licensee taking account of the impacts of thedefect and the circumstances of the Workaround solution
indicated. In addition, sec. 10 shall apply to claims for damages for fault-based liability.
10. Liability

damage typical of the type of contract and foreseeable, resulting from violations of duty by the Licensor corresponds
to the amount of remuneration paid by the Licensee in theYear of Contract of the event causing the damage, but notexceeding EUR 100,000. If the maximum amount of liability is not reached in one Year of Contract, the maximum
amount of liability shall not increase in the following Yearof Contract.
10.3. Further liability of the Licensor is excluded, subject to provisions in these License Terms and Conditions explicitly
providing otherwise. In particular, the Licensor has no liability for initial defects, except insofar as the preconditionof sub-sec. 10.1 or 10.2. has been met. The Licensor is notliable for damage incurred by the Licensee due to a failure
to secure data in accordance with sub-sec. 6.8.
10.4. It is partially possible for the Software to be used to influence or control an electronic system. Such actions cancause injury to life or limb or property damage. The Software shall therefore solely be operated by qualified specialist personnel. The Licensor does not assume any liability for damage caused by incorrect operation or by use
other than the designated use.
10.5. Joint fault by the Licensee must be taken into consideration.
10.6. The foregoing restrictions of liability shall also apply to thepersonal liability of the employees, representatives and/ororgans of the Licensor. They shall also apply to the liabilityof the Licensor with regard to compensation for wasted expenditure and to indemnification obligations.
11. Third party rights
11.1. During the term of contract, the Licensor warrants in accordance with the provisions below that the Software does
not infringe any third party rights:a.)

If third parties should bring a claim for an infringementof their rights against the Licensee, the Licensor shallindemnify the Licensee from and against all claims fordamages resulting therefrom established by a final
and non-appealable court judgment and for which the
Licensor is responsible, including court costs and thecosts of legal defense which are eligible for refund
pursuant to the provisions of the German Code ofCivil Procedure [Zivilprozessordnung]. The Licensor
shall support the Licensee during the judicial and extrajudicial settlement of such disputes with third parties.

b.)

If (i) a final judgment is returned against the Licenseeor (ii) an interim injunction is served on the Licensee
enjoining the Licensee from using the Software or atleast part of it, the Licensor shall, in order to cure theinfringement of rights, at its discretion either obtain for
the Licensee the right to continue to use the Softwareor replace or modify the Software whilst upholding theagreed functionalities or, if neither of the alternatives
named is realizable by the Licensor subject to reasonable conditions, terminate the Licensee’s rights to
the Software in writing. Insofar as is reasonable forthe Licensee, the termination shall only be effected tothe extent that is necessary to prevent the infringement of the rights.

10.1. The Licensor shall be liable for damages in accordancewith the provisions of statute in the event of injury to lifeand limb, damage based on the Product Liability Act, fordamage caused by fraudulent conduct or intent by the Licensor and for damage caused by gross negligence of thestatutory representatives or managerial employees [leitende Angestellte] of the Licensor.
10.2. Without prejudice to the liability under sub-sec. 10.1, theLicensor shall be liable for damages in an amount limited
to the amount of foreseeable damage typical of the contract at the time when the contract was entered into fordamage caused by a violation of material contractual obligations through simple negligence and for damage causedby persons engaged in the performance of an obligation of
the Licensor [Erfüllungsgehilfen]. Material obligations are
obligations which, when performed, make the proper execution of the contract at all possible and which the Licensee may regularly rely on compliance with. The amount of

11.2. The claims of the Licensee under this sec. 11 are subject
to the condition that (i) the Licensee advises the Licensor
without undue delay of the third party claims brought, (ii)the Licensee provides the Licensor with a copy of all thecorrespondence in this respect with the claimant and thePage 4 of 5

License Terms and Conditions for Software Rental of Bosch Rexroth AG
courts and always without undue delay after receipt
thereof, (iii) the Licensee provides the Licensor with the information required to defend against the claim and (iv) the
Licensor reserves the exclusive right to control the conductof the lawsuit by the Licensee and the right to take the final
decision on entering into any judicial and extrajudicial settlements.
11.3. In the event that, in the opinion of the Licensor or a third
party, the Software infringes third party rights, the Licensor
has the right, at its own discretion taking the interests of
the Licensee into adequate consideration, to replace ormodify the Software whilst upholding the agreed functionalities in order to remedy the alleged or presumed infringement of rights.
12. Data use and data protection
12.1. The Licensor has the right to store, use, transfer and/or exploit all of the information contributed and generated by the
Licensee in connection with the Software, with the exception of personal or company-related data, for any purposesover and above the purpose of the contract, for instancefor statistical, analytical and internal purposes. This right isunlimited and irrevocable.
12.2. If personal data are processed, the Licensor shall comply
with the statutory data protection regulations. In this casethe details on the data collected and the respective processing thereof are set forth in the data protection statement.

and other work results required for the purpose of the supply and which derive from the Licensee’s sphere of influence.
14.4. The Software may not be used for the manufacture or development of rockets, chemical/biological or nuclear weapons.
15. General Provisions
15.1. The courts of Stuttgart, Germany, shall have exclusive jurisdiction and venue insofar as this is legally permissible.
The Licensor reserves the right, however, to take legal action at a court with jurisdiction at the registered office or
establishment of the Licensee.
15.2. The present Terms and Conditions of License and all
agreements in this respect between the Licensor and theLicensee shall be governed by German law excluding theconflict of laws provisions. The applicability of the UN Convention on Contracts for the International Sale of Goods is
explicitly excluded.
15.3. If a provision should be or become ineffective, the effectiveness of the remaining provisions shall not be affected
thereby. In this case the ineffective provision shall be replaced by a permissible provision approximating mostclosely the economic purpose of the original ineffective
provision. This shall apply accordingly to any omissions.
15.4. Alterations and supplements to these Terms and Conditions of License must be made in written form. Emails do
not comply with the written form requirement.

13. Confidentiality
13.1. The Licensee undertakes to treat Confidential Informationin confidence and not to disclose it to third parties unless
this is necessary in order to exercise the rights the Licensee is entitled to in accordance with these Terms and Conditions of License. In order to protect the Confidential Information the Licensee shall apply the same measure of care(but not less than a reasonable measure of care) as it applies to its own Confidential Information.

© Bosch Rexroth AG

13.2. The obligation of secrecy under sub-sec. 13.1. does not
apply to Confidential Information (i) which was already inthe lawful possession of the Licensee prior to being disclosed by the Licensor; (ii) which was or becomes publicknowledge without any violation of duty by the Licensee;(iii) which the Licensee lawfully received from third parties
without any secrecy obligations; (iv) which was disclosed
to third parties by the Licensor without any secrecy obligations; (v) which was developed by the Licensee itself; (vi)which has to be disclosed by law; or (vii) which is disclosedby the Licensee with the prior consent of the Licensor inwriting.
14. Export control
14.1. If termination of the contract is necessary in order to comply with legal regulations of national or international law,
the Licensor has the right to give notice of termination of
the contract with immediate effect unless the Licensor is
responsible for this.
14.2. In case of termination pursuant to sec. 14.1., the Licensee’s right to claim compensation or to claim further rights
because of the termination is excluded.
14.3. The Licensee undertakes to furnish all the information anddocuments that are required for the export or movement of
the products to be supplied in accordance with the contract

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