DOCUSNAP365 LICENSE AGREEMENT

Status: August 2026

§1 Subject of the contract

1.1 The Subject of the Contract is the provision of the Docusnap365 Software (hereinafter referred to as “Software”) by Docusnap GmbH, Franz-Larcher-Str. 4, D-83088 Kiefersfelden (hereinafter referred to as the “Licensor”) to the user of the Software (hereinafter referred to as the “Licensee”). Docusnap365 is a Software-as-a-Service (SaaS) solution for the inventory, documentation, and analysis of IT infrastructures.

1.2 Docusnap365 consists of a SaaS application available at docusnap365.com and the Docusnap Enterprise Gateway (hereinafter: DEG), which is installed by the Licensee on its network and exchanges data between the Licensee’s system and the SaaS application at docusnap365.com. The service description and system requirements are available on the websites , https://docs365.docusnap.com, and . The functions are definitively determined by this service description.

1.3 The Licensor's offer is intended exclusively for commercial customers and public-law entities. The Licensee represents that he or she is not a consumer as defined in § 13 of the German Civil Code (BGB).

§2 Conclusion of Contract

2.1 When placing an order with the Licensor, the Licensee submits a binding offer to enter into a rental agreement. The contract is concluded upon the Licensor’s acceptance of the offer in the form of an order confirmation via email or by providing access to the software.

2.2 The Licensee’s general terms and conditions shall not apply, even if the Licensor has not specifically objected to their validity. Any differing or conflicting terms and conditions shall apply only if the Licensor has expressly acknowledged them, at a minimum in writing.

§3 Remuneration

3.1 The basis for calculating the remuneration is the total number of objects that can be recorded using the software. An “object” is any element that is inventoried, documented, and analyzed using the software. A list of all objects subject to licensing can be viewed at https://www.docusnap.com/legal/docusnap365-lizenzpflichtige-objekte.

3.2 Upon conclusion of the contract, the licensee leases the software with a specified maximum number of objects, which are available to the licensee for the duration of the contract term. Payment is due in advance for the selected billing period. During the billing period, an upgrade to a higher number of objects for the future is possible at any time. The difference in cost through the end of the current billing period will be invoiced at the time of the upgrade. A downgrade to a lower number of objects will not take effect until the end of the current billing period.

§4 Protective Measures in the Event of Payment Difficulties and Insolvency

4.1 Advance Payments and Security Deposits. The Licensor is entitled to require advance payments for the provision of its services or to demand the provision of appropriate security deposits, particularly if facts come to light that call into question the Licensee’s creditworthiness or if the Licensee defaults on payment obligations. Acceptable forms of security include, in particular, bank guarantees, sureties, or security provided on first demand. The amount of the security shall not exceed the anticipated loss and shall be released at the Licensee’s request once the purpose of the security no longer applies.

4.2 Restriction of Functionalities; Right of Termination in the Event of Default. In the event of default by the Licensee, the Licensor is entitled, without prejudice to its statutory rights, to restrict its services following prior notice with a 14-day notice period and/or to terminate the contract extraordinarily after issuing a reminder.

4.3 Right to Terminate in the Event of Insolvency Proceedings. If the Licensee files a petition to open insolvency proceedings concerning its assets, or if such a petition is filed against the Licensee, the Licensor is entitled to terminate the contract without observing a notice period. This also applies if the Licensee suspends payments or if facts come to light that indicate the Licensee’s imminent insolvency and would make the continuation of the contractual relationship unreasonable for the Licensor.

4.4 Right of Retention Regarding Data and Systems. In the event of late payment or reasonable doubts regarding the Licensee’s solvency, the Licensor is entitled to withhold the release of data that was processed or stored in connection with the performance of the Agreement until all outstanding claims have been settled. The Licensee remains obligated to pay the agreed-upon compensation for the period during which the services are not available to it due to the right of retention.

4.5 Special Provisions in the Event of Insolvency. In the event that insolvency proceedings are initiated against the Licensee’s assets, the Licensor is entitled to make further performance of the contract contingent upon the provision of appropriate security by the insolvency administrator. In this case, the Licensor is not obligated to provide services that are not recognized as liabilities of the estate. To the extent that services have already been provided but have not yet been paid for, the Licensor may make the release of the processed data contingent upon the settlement of the outstanding claims.

4.6 Relationship to Other Provisions: The foregoing provisions shall take precedence over any conflicting agreements, unless such agreements expressly provide otherwise in writing. The Licensor’s statutory rights of retention and termination remain unaffected.

§5 Term of the Agreement

5.1 The rental agreement is concluded for an indefinite term. It may be terminated by either party at any time via the customer portal, effective at the end of the billing period.

5.2 The right to terminate the contract for cause remains unaffected. Good cause exists if, considering all circumstances of the individual case and weighing the interests of both Parties, continuation of the contractual relationship until completion of the work cannot reasonably be expected of the terminating party.

§6 Downloading and Installing the Docusnap Enterprise Gateway (DEG)

6.1 The Licensee may download the Docusnap Enterprise Gateway to their Docusnap365 account.

6.2 Unless otherwise agreed, the Software shall be installed by the Licensee. The Licensee is advised that the software will function properly only if the DEG is running on their system; it is the Licensee’s responsibility to ensure this. The Licensee is responsible for installing updates, including security patches. The Licensee is obligated to always use the latest version of the DEG.

§7 Obligations of the Licensee

7.1 The Licensee must protect and safeguard their access credentials for the software from unauthorized access by third parties in accordance with state-of-the-art security practices. The same applies to the Personal Access Token (PAT) for accessing the API. The Licensee agrees to immediately change or regenerate the access credentials and the PAT in the event of loss. A new PAT can be generated within the software, causing the old PAT to become invalid. The Licensee agrees to choose a secure password and to use reasonable security measures (e.g., two-factor authentication).

7.2 The Licensee shall ensure that the software is used only to the extent contractually agreed upon. Any unauthorized access must be reported to the Licensor immediately.

7.3 The Licensee is obligated and warrants not to store any data in the software whose use violates applicable law, official orders, the rights of third parties, or agreements with third parties, and hereby indemnifies the Licensor against all claims by third parties in this regard.

7.4 The Licensee shall scan the data for viruses or other malicious components before storing it in the Software and shall use state-of-the-art measures (e.g., antivirus programs) for this purpose.

7.5 The Licensee must strictly adhere to the maximum limits and the documentation available at https://docs365.docusnap.com. The API interface may be used exclusively for its intended purpose. In the event of misuse, the Licensor is entitled to block access to the API interface or to take other appropriate measures.

7.6 The Licensee must use the software in accordance with this license agreement and refrain from any actions that jeopardize the availability and security of the software; in particular, the Licensee is allowed to access the software only to the extent necessary to fulfill the purpose of the agreement. This applies in particular to access to the software via the API interface.

7.7 In the event of a breach by the Licensee of the obligations set forth in Sections 7.2, 7.3, 7.4, 7.5, and 7.6, the Licensor is entitled to take appropriate measures to protect the Software and to restrict and/or block access to the Software. The Licensee must be notified immediately.

§8 Interoperability and Its Impact on Systems or Networks

8.1 The software was developed and tested by the Licensor to the best of its knowledge and belief. Nevertheless, the Licensor cannot simulate all possible system and software environments or test the software for full and ongoing compatibility. The Licensee must ensure that the software is tested by qualified IT personnel prior to use, particularly with regard to interoperability with other computer programs and the effects on systems and networks. The Licensor shall not be liable for failures resulting from a failure to comply with this obligation. This obligation also applies to software updates.

8.2 The Licensee must immediately notify the Licensor if any issues arise during the use of the Software, particularly in the event of incompatibilities or adverse effects on systems and networks.

§9 Rights of use

9.1 The Licensee has the non-exclusive, non-transferable right to use the Software within the scope of this License Agreement and to the extent licensed pursuant to §3.1 . The right of use described above is limited in time to the term of the contract.

9.2 The software may not be transferred to third parties, decompiled, disassembled, or reverse engineered without the licensor’s consent, unless expressly permitted by this license agreement or by law. If reverse engineering, decompilation, or disassembly (hereinafter referred to as “decompilation”) is necessary to achieve interoperability with other computer programs, the Licensee must contact the Licensor prior to decompiling the software and request that the Licensor provide the information necessary to achieve such interoperability. If the Licensor provides this information regarding interoperability without undue delay, the Licensee is not entitled to decompile the Software.

9.3 The Licensee is not authorized, either on its own or through a third party, to:

a) to sublicense, sell, rent, lend, or lease the Software or any part of the Software;

b) to modify the Software, in whole or in part, or to create derivative works based entirely or partially on the Software;

c) to remove or circumvent the Software's existing protection mechanisms against unauthorized use, unless this is necessary to ensure uninterrupted use. Copyright notices, serial numbers and other features used for Software identification may not be removed or changed. The same shall apply if the display of such features on the screen is suppressed.

§10 Right to Audit

10.1 The Licensor is entitled to conduct audits to verify the Licensee’s use of the Software in accordance with the contract, as well as compliance with the contractual agreements, particularly with regard to proper licensing.

10.2 Audits may be conducted after prior notice is given with a reasonable lead time of at least four weeks. Audits must be conducted during the Licensee's normal business hours and must not unreasonably interfere with the Licensee's business operations.

10.3 The Licensee agrees to provide the information necessary to conduct the audit and to make available the necessary documents as well as access to the relevant systems and data. The scope of the documents and systems to be reviewed is limited to what is necessary to verify that they are being used in accordance with the contract and that the terms of the agreements are being complied with.

10.4 The audit is conducted by professionally qualified individuals designated by the Licensor. These individuals are required to maintain confidentiality regarding all information obtained during the audit. The Licensee may refuse to designate certain individuals for good cause.

10.5 The Licensor shall bear the costs of the audit, provided that the audit does not reveal any material breaches of contractual agreements. If any material violations are identified, the Licensee shall bear the audit costs.

10.6 The right to conduct an audit shall remain in effect for the duration of the contractual relationship and shall expire two years after the termination of the contract, unless statutory retention periods require a longer period of validity.

10.7 The results of the audit will be documented in writing and communicated to both Parties. If violations are detected, the Licensee must pay the fees for the excess licenses used, including for past periods.

§11 Software Development and Support

11.1 The software is continuously developed and updated. For the Docusnap Enterprise Gateway, the Licensor provides updates that are automatically installed via the update function. As part of this further development, the Licensor may introduce new features and/or modify and/or remove existing features. In the event that essential features are removed or modified, the Licensee shall have the right to terminate the contract for cause if continuing the contract would be unreasonable for the Licensee. There is no entitlement to customer-specific enhancements. As a result of further development, the functions and visual appearance of the software may change; however, the functions specified in the scope of services (§ 1.2) at the time the contract was concluded remain unaffected.

11.2 A service desk is available to the Licensee on business days (Monday through Friday, excluding public holidays at the Licensor’s headquarters and any non-business days ) between 8:00 a.m. and 5:00 p.m. CET/CEST (UTC+1/UTC+2) . During these hours, the Licensor will also respond to problem reports and inquiries received from the Licensee via email.

11.3 The Licensee shall describe any issues with the application or use of the software in as much detail as possible, including a description of the symptoms of the problem and the steps taken prior to the issue occurring. The Support and Service Desk provide services on a case-by-case basis to resolve specific issues. The Support and Service Desk do not provide training. The Licensee shall support the Licensor in every respect in the performance of the services under this Agreement and, in particular, shall provide information for troubleshooting that clarifies the specific circumstances under which the problem occurred. To the extent that the Licensor is obligated to provide services that require it to access the Licensee’s IT system via remote data transmission, the Licensee must enable the necessary access to the software via the Internet. Access shall be provided via an encrypted connection.

11.4 The Licensor is entitled to have support services provided by third Parties.

§12 Availability

12.1 The Licensor guarantees an overall availability of the software of at least 99% per year. Maintenance periods totaling 4 hours per month are not included in the calculation of overall availability. Likewise, periods during which the Licensee is responsible for the unavailability of the software are not included.

12.2 Overall availability is defined as the Licensee’s access to the SaaS web portal and the Licensee’s ability to use the Software’s main functions.

12.3 The parties nevertheless agree that the software is dependent on the availability of the Microsoft Azure cloud and the Internet. In the event of software unavailability due to disruptions in the Microsoft Azure cloud and/or the Internet, the Licensor makes no warranty regarding the availability of the software and shall not be liable.

12.4 Any unavailability must be reported to the Licensor immediately.

§13 Beta Features

If the Licensee uses beta features (features that the Licensor makes available on a trial basis), the Licensee agrees that the Licensor is not obligated to ensure the proper functioning of these features. Furthermore, there is no entitlement to the continued availability of these features.

§14 Liability for material and legal defects

14.1 Technical data, specifications and performance specifications in public statements, especially in advertising material, are not quality specifications. The functionality of the Software is governed by the specifications, which can be viewed on the Licensor’s website at https://docs365.docusnap.com, and by any supplementary agreements entered into in connection therewith.

14.2 The Licensor guarantees the functionality of the Software only within the scope of the applicable system requirements, which can be viewed on the website https://docs365.docusnap.com.

14.3 The Licensor warrants that the Software will maintain the contractually agreed-upon quality throughout the term of the agreement and that no third-party rights will interfere with the use of the Software in accordance with the agreement. The Licensor will remedy any material defects or defects of title in the Software within a reasonable period of time.

14.4 The Licensee is required to notify the Licensor in writing of any defects in the Software immediately upon their discovery. In the case of quality defects, this shall be done by describing the time of occurrence of the defects and the more detailed circumstances.

14.5 The strict liability for initial defects in accordance with §536a para. 1 BGB is excluded. The Licensor's liability for negligence remains unaffected.

14.6 Warranty rights for defects are excluded for the demo version and all other versions provided free of charge, as well as for beta features (§ 13).

§15 Liability

15.1 The Licensor shall be liable only in cases of willful misconduct, gross negligence, and negligent breach of essential contractual obligations, the fulfillment of which is essential for the proper performance of the contract and on the observance of which the contracting party may regularly rely (cardinal obligations). The Licensor bears unlimited liability for damages resulting from injury to life, limb, or health. With regard to the demo version, the Licensor is liable only in cases of willful misconduct and gross negligence; the Licensor is not liable for ordinary negligence.

15.2 In cases of simple negligence, the Licensor’s liability for each claim is limited to the foreseeable damages typical for this type of contract, up to a maximum of €500,000.

15.3 Liability under the Product Liability Act remains unaffected by the above provisions.

15.4 The Licensor is obligated to exercise the standard of care customary in the industry. In determining whether the Licensor is at fault, the Licensee and the Licensor agree that Software cannot be created without technical errors.

15.5 The Licensor is liable for data loss only if such loss is attributable to a breach of duty on its part and the Licensee is unable to restore the data by other means. The Licensor may restore data backups within a period of 30 days. The Licensor is not liable if the data loss is attributable to improper use of the API interface.

15.6 The Licensor is not liable for damages resulting from the Licensee’s failure to fulfill its obligations under Section 7, in particular for the Licensee’s failure to adequately secure its account.

15.7 The Licensor is not liable for third-party components and resources over which it has no control. This applies in particular to service disruptions in the Microsoft Azure cloud.

15.8 The foregoing provisions also apply for the benefit of the Licensor’s agents and officers.

15.9 Neither party shall be liable for any failure to perform or delay in performing its obligations under this Agreement to the extent that such failure or delay is attributable to an extraordinary, unforeseeable, and unavoidable event beyond its control (force majeure). Force majeure includes, in particular, acts by an enemy of the state, pandemics, epidemics, fires, floods, mobilization, wars, civil unrest, sabotage, accidents, uprisings, terrorism, blockades, embargoes, storms, explosions, strikes, lockouts, significant operational disruptions (e.g., power supply, the Internet, services provided by third Parties, in particular cloud providers), delayed or defective deliveries, acts or omissions by government agencies, and failures or delays on the part of third Parties or government agencies from whom permits, authorizations, licenses, concessions, or approvals must be obtained. Each party shall use reasonable efforts to minimize the duration and consequences of any failure or delay in performance resulting from an event of force majeure. In this case, the obligations are suspended until the force majeure and its consequences have been resolved. If the force majeure event continues for more than 90 consecutive days, both Parties are entitled to terminate the agreement with notice effective at the end of the month. In the event of force majeure, the Licensor is not obligated to have technicians work at times or in locations where their safety or health could be at risk.

§16 Statute of limitations

All claims by the Licensee, in particular claims for defects and claims for damages, are subject to a statute of limitations of twelve months from the statutory commencement of the limitation period, unless a shorter limitation period is provided by law. This does not apply to claims arising from intentional or grossly negligent breaches of duty, fraudulent misrepresentation, warranties assumed by the Licensor, or claims for damages resulting from injury to life, body, or health. Claims for damages arising from a breach of essential contractual obligations due to simple negligence (cardinal obligations, i.e., obligations whose fulfillment is essential for the proper performance of the contract and on whose fulfillment the contracting party may reasonably rely) are also excluded, insofar as such claims relate to damage that is typically foreseeable under the contract. In such cases, the statutory limitation periods apply.

§17 Data protection

17.1 The Licensor agrees to comply with applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).

17.2 For customer service, support, and to improve the software, the Licensor uses telemetry software that collects information on which modules and features are used in Docusnap. As a general rule, no personal data (e.g., names or specific inventory data) is collected. Data collection takes place solely at the customer level, not at the user level. Therefore, no employee data is collected either. The telemetry function can be disabled in the software settings. Further information, including details on the right to object, is available in the privacy policy at https://www.docusnap.com/datenschutz/.

17.3 Upon execution of this Docusnap365 License Agreement, the Licensee and the Licensor simultaneously enter into the Data Processing Agreement attached hereto pursuant to Article 28 par. 3 of the GDPR.

§18 Confidentiality / Secrecy

18.1 The Parties mutually agree to treat as strictly confidential all information, documents, data, and findings (hereinafter collectively referred to as: “Confidential Information”) that has been designated as confidential or whose confidentiality is implied by the circumstances—regardless of the form of transmission (e.g., in writing, orally, or electronically)—to treat such information as strictly confidential, to use it solely for the performance of this Agreement, and not to disclose it to third Parties. This applies in particular to Confidential Information, which includes business, technical, financial, legal, and other information not available to the public, as well as information that has been designated as confidential or whose confidential nature is implied by the circumstances.

18.2 This obligation does not apply to information that (a) was already generally known or publicly available at the time of receipt, (b) becomes generally known or publicly available after receipt without a breach of this Agreement, (c) was already known to the respective receiving party prior to receipt without any confidentiality obligation, or (d) can be demonstrated to have been developed by the receiving party independently and without reference to the information received, (e) must be disclosed pursuant to an order by a government authority or court or due to statutory requirements, in which case the receiving party must, to the extent legally permissible and reasonable, notify the disclosing party in advance of the disclosure obligation so that the latter may take legal action. Mandatory legal disclosure obligations remain unaffected.

18.3 Each party agrees to take appropriate technical and organizational measures to protect the Confidential Information, at least in accordance with the state of the art. Upon termination of the Agreement, all Confidential Information received must be returned immediately upon request or—to the extent technically possible—deleted; this does not apply to the extent that statutory retention requirements preclude such action.

18.4 The confidentiality obligation shall remain in effect for a period of five years after the termination of the contract.

§19 Amendment of the License Agreement

19.1 The Licensor reserves the right to amend this license agreement at the end of the billing period, provided that reasonable notice of at least six weeks is given. Notice shall be given by sending the amended agreement in writing to the Licensee and shall be deemed to have been received when it is sent to the most recent email address on file in the customer portal.

19.2 If the Licensee does not object to the amended agreement within four weeks of receiving the notice—at a minimum by email to sales@docusnap.com—the amended agreement shall be deemed accepted.

19.3 A timely objection by the Licensee in accordance with the preceding paragraph shall be deemed a termination of the contract as of the end of the billing period.

§20 Price Adjustments

20.1 The Licensor is entitled to adjust the contractually agreed prices by up to 15% at the end of the billing period. The Licensor must notify the Licensee in writing of any intended price increase at least 60 days before the end of the billing period. The Licensee then has the option to terminate the contract by the end of the billing period, effective at the end of the billing period, either through the customer portal or by email to sales@docusnap.com. If the Licensee does not exercise its right to terminate the agreement, the price adjustment will take effect at the start of the new billing period.

20.2 The statutory provisions governing price adjustments, particularly in the event of a change in the basis of the transaction, remain unaffected.

§21 Final Provisions

21.1 Should individual provisions of the Parties' agreements be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. In this case, the Parties agree to replace the invalid term with a valid term which comes as close as possible to the economic purpose of the invalid term. The same applies to any gaps in the agreement.

21.2 A right of retention may only be asserted due to counterclaims arising from the respective contractual relationship..

21.3 The contracting Parties may only offset claims that have been legally established or are undisputed.

21.4 The laws of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) are applicable.

21.5 The exclusive venue for all legal disputes arising out of or in connection with this Agreement shall be the court having subject-matter jurisdiction over the Licensor’s place of business, provided that the Licensee is a merchant, a legal entity under public law, or a special fund under public law.

‍