General Terms
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1 Scope and international applicability
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1.1 These software licensing and services terms ("General Terms") apply to
    any Software and/or Services (as defined below) which axes4 GmbH, with
    its registered offices at Frauentalweg 117, 8045 Zurich, Switzerland, or
    axes4 Deutschland GmbH, with its registered offices at Mirabeauweg 4,
    DE-72072 Tübingen, Germany licenses or provides to you (the Customer as
    defined below).

1.2 If the Customer orders and procures the licenses and/or Services from
    axes4 GmbH, Switzerland, the Agreement (as defined below) is governed by,
    and shall be construed in accordance with, the substantive laws of
    Switzerland to the exclusion of the conflict of laws rules set forth in
    Swiss international private law, and any dispute arising out of or in
    connection with this Agreement, exclusively resolved by the ordinary
    courts of the City of Zurich, Switzerland (see Section 14.11 below).

1.3 If the Customer orders and procures the licenses and/or Services from
    axes4 Deutschland GmbH, Germany, the Agreement (as defined below) is
    governed by, and shall be construed in accordance with, the substantive
    laws of Germany to the exclusion of the Vienna UN Convention on the
    International Sale of Goods (CISG), and any dispute arising out of or in
    connection with this Agreement, exclusively resolved by the ordinary
    courts of the City of Tübingen, Germany (see Section 14.12 below).

1.4 In the Agreement (as defined below), unless otherwise specified or
    inconsistent with the context, the definitions set out in Section 15 shall
    apply.

1.5 The following documents constitute an integral part of the Agreement,
    and, in case of conflict, the following order of precedence shall apply,
    and for documents of the same level of hierarchy, the more recent versions
    will take precedence over older versions:

    i)   the Offer of axes4 (if any);
    ii)  annexes to the Offer or other documents referred to in the Offer
         (if any);
    iii) these General Terms;

1.6 Other general terms and conditions of the Parties, or terms and
    conditions and offers of resellers shall not apply.

1.7 Any order placed by the Customer shall only be deemed to be accepted upon
    axes4 written acceptance of such order. The requirement of written form of
    the Offer and/or axes4's acceptance is also satisfied by communication
    methods provided electronically, by fax or e-mail or electronic
    communication methods for handling purchasing transactions, including
    web-based applications or declarations transmitted via an order management
    tool.

1.8 If the Software and/or Services are licensed or provided via the
    Internet, the Customer accepts these General Terms by using the Software
    and/or Services.

1.9 The Software and/or Services of axes4 are aimed at both Consumers and
    Traders. Section 14 only applies to Consumers.


2 Eligible Software, Licenses and Services
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a) In general
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2.1 Subject matter of the Agreement is the provision of the Software and/or
    the provision of Services (if any) as further described in the Offer or
    on axes4's website. The Software is provided in an executable code
    (machine readable) format or in a cloud deployment model (software as a
    service) as further indicated in the Offer. The source code of the
    Software is not provided and not part of the Agreement.

2.2 Only the Software and/or Service Documentation provided by axes4 are
    relevant for the quality and properties of the respective Software and/or
    Service. In particular, the Customer cannot derive any qualities or
    properties deviating from the Documentation from depiction of the Software
    and/or Services in public statements or in the advertising of the axes4,
    its employees or sales partners, unless the axes4 has expressly confirmed
    this in writing.

2.3 The Customer has informed itself about the essential functional features
    of the Software and/or Services and bears the risk that the product meets
    the Customer's requirements and needs.

2.4 In case of the provision of the Software as a Service, axes4 operates the
    Software and provides the functionalities of the Software as a Service
    (SaaS) and the Customer is aware that axes4 uses dynamic platforms of
    third-party sources (such as Google, AWS, Microsoft), which may be
    exchanged from time to time. Further, the Customer will not receive and
    has no entitlement to receive a copy of the Software.

2.5 The Offer sets out under which license model the Software is licensed to
    the Customer. Such license model may include:

    i)   Personal license: Under this license model a single Authorized User
         is entitled to use the Software in accordance with the Agreement. The
         Authorized User in the personal license model is required to obtain
         an axes4 ID, amongst other reasons to enable axes4 to verify the
         validity of the end-user license.

    ii)  Team license: The team license entitles a defined number of
         Authorized Users to use the Software in accordance with the
         Agreement. In this case, the Customer defines the Authorized Users.
         The end-user license in respect to an Authorized User may be
         transferred to a new Authorized User (within the organization of the
         Customer) but adhering to a minimum term of thirty (30) days of such
         end-user license.

    iii) Flat license model: Under the flat license model, the number of
         Authorized Users is limited to the number of employees of the
         Customer or the number of users within a domain or any other model
         as so set forth in the Offer. The Offer will define such number or a
         bandwidth.

2.6 An Authorized User may be a person or a machine who or which use the
    Software and/or Service on premise or via SaaS.

2.7 Certain Services are provided via the Internet. In such case, the
    relevant access point to the Service may include further terms and
    conditions on the access and use of such Service.

b) Grant of License and Terms of Use
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2.8 Subject to the payment of the fees (if any) and the terms and conditions
    of the Agreement, including the restrictions applicable to the license
    model set forth in clause 2.5, to and during the Term, axes4 grants to
    the Customer a non-exclusive, non-transferable, non-assignable, not
    sub-licensable, revocable license to use the Software and/or Service for
    the purpose described in the Offer.

2.9 The Customer shall not (directly or indirectly):

    i)    copy or reproduce the Software except as permitted under this
          Agreement;
    ii)   exceed the subscribed quantities, users or other measures of the
          Software as set out in the Offer;
    iii)  assign, sell, resell, sublicense, rent, lease, distribute or
          otherwise transfer the rights granted to the Customer under the
          Agreement to any third party except as expressly set forth herein;
    iv)   modify, reverse engineer or disassemble the Software;
    v)    except to the limited extent applicable laws specifically prohibit
          such restriction, decompile, attempt to derive the source code or
          underlying ideas or algorithms of any part of the Software, attempt
          to recreate the Software;
    vi)   create, translate or otherwise prepare derivative works based upon
          the Software;
    vii)  interfere with or disrupt the integrity or performance of Software;
    viii) attempt to gain unauthorized access to the Software; and
    ix)   use the Software in a manner that infringes on the Intellectual
          Property rights or privacy rights of any third party, or to store
          or transfer unlawful data.

c) Basic Support Services
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2.10 During the License Term, the Customer is entitled to request the axes4
     Basic Support Services. These Basic Support Services include:

     i)   the use of axes4 knowledge base available under
          https://support.axes4.com/.
     ii)  to send support request via the axes4 ticketing system, either via
          email to support@axes4.com or via the web form under
          https://support.axes4.com/hc/de/requests/new.
     iii) to use the axes4 Community to get assistance from other users.

2.11 If the Customer is entitled to use the Software and/or Services for free
     (e.g. via the website of axes4), then the Customer is not entitled to
     the Basic Support Services.

2.12 axes4 endeavours to respond to requests within three (3) working days
     and to provide a solution or work-around within four (4) to thirty (30)
     working days. However, axes4 does not provide a warranty, guarantee or
     covenant regarding the response time or time to solve the problem.

2.13 The communication with axes4 is in English or German.

d) Optional and mandatory Extended Support Services
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2.14 The Customer is entitled to receive the Extended Support Services set
     out below in case the License granted includes twenty (20) or more
     end-user licenses. If the Customer is entitled to use the Software and/or
     Services for free (e.g. via the website of axes4), then the Customer is
     not entitled to the Extended Support Services.

2.15 The Customer is obliged to procure the Extended Support Services set out
     below in case the License granted includes hundred (100) or more end-user
     licenses.

2.16 The Extended Support Services include:

     i)   prioritized handling and processing of Customer's support requests.
          On business days of axes4, axes4 endeavours to provide an answer,
          solution or work-around within 24 hours.
     ii)  prioritized support provided by a developer of the relevant
          Software. On business days of axes4 and if required, axes4
          endeavours to organize a web-meeting within 24 hours.
     iii) individual update-management
     iv)  organization at short-term of hands-on-web-sessions. On business
          days of axes4 and if required, axes4 endeavours to organize the
          hands-on-web-session on the same day.

2.17 The fees for the Extended Support Services amount to 20% of the license
     fee (basic fee plus usage-based fee, net; any discount rebate or similar
     granted in respect of the license fee is not considered for the
     calculation of the fees for the Extended Support Services).

2.18 axes4 endeavours to respond to requests within one (1) working days and
     to provide a solution or work-around within two (2) to five (5) working
     days. However, axes4 does not provide a warranty, guarantee or covenant
     regarding the response time or time to solve the problem.

2.19 The communication with axes4 is in English or German.

e) Additional Services, Training and Consulting
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2.20 The Agreement governs the provision of Additional Services (if any),
     mainly in the area of information technology by axes4. axes4 shall
     provide the Additional Services with diligence, with reasonable efforts
     and in a workmanlike manner.

2.21 axes4 will provide those Additional Services described in the Offer,
     subject to and in compliance with the terms and conditions of this
     Agreement. The terms and conditions of this Agreement shall apply to all
     such Services. When providing the Additional Services on-site in premises
     of the Customer, axes4 and its employees undertake to respect the
     operational instructions of the Customer within the scope of this
     Agreement, particularly safety requirements, working time arrangements
     and house rules if and to the extent the applicability of such
     requirements, working time arrangements and house rules has been agreed
     in advance.

2.22 The communication with axes4 is in English or German.

2.23 Training will be provided according to the Offer. Section 6.7 applies.

2.24 For consultancy Services. Packages may be agreed in the Offer, such
     consultancy packages will have to be used within one (1) year as of the
     date of the confirmation of the Offer. The Customer will have to use a
     minimum amount of one (1) hour of consultancy from such consultancy
     packages every three (3) months. axes4 will invoice such minimum amount
     even if the Services are not used. Consultancy Services will include
     (but is not limited to) the efforts based on the time needed to review
     and identify solutions to a Customer's query. Time is charged in 15
     minutes increments and will be rounded up to such increments.


3 Design Authority and Standardization
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3.1 Within its sphere of responsibility, it is axes4's sole discretion to
    decide on IT and telecommunication architecture, processes, hardware and
    software versions etc. (design authority). In order to provide a high
    standard of Services in a cost-effective manner, axes4 deploys and
    supports a set of standard software, applications, network configurations,
    operating systems, cloud platforms, infrastructure and hardware components
    for use amongst all of its customers.

3.2 Cloud Computing - Dynamic Platforms - Technology Selection: axes4 may
    deploy, in its provision of the Services, including the license
    verification system, third party's platforms, and therefore the following
    measures may be required in order to improve and maintain the technical
    standardization and compatibility of the systems: (a) implementation and
    use of axes4's selected standard technologies and configurations,
    (b) implementation of uniform procedures and systems for the deployment of
    technology, and (c) support and maintenance limited to axes4's standard
    technology and then-current release deployment. Each Party is responsible
    for maintaining the compatibility of its own technology with the platforms
    and interfaces.


4 Subcontracting
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axes4 shall be entitled to provide the Services, in whole or in part, through
subcontractors. Customer may reject a subcontractor only with good reason.
axes4's engagement of any subcontractors will not relieve, waive or diminish
any obligation axes4 may have under the Agreement unless otherwise agreed with
Customer.


5 Customer's obligations
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5.1 Customer shall, at its own cost and expense, perform its obligations,
    fulfil its cooperation obligations, which can reasonably be expected to be
    required by axes4 and to perform the Services or have been specifically
    identified in the Agreement or in writing.

5.2 Customer shall observe the information provided by axes4 regarding the
    installation and operation of the Software, in particular hardware and
    software requirements.

5.3 Customer is responsible that the Authorised Users comply with this
    Agreement.

5.4 In general, Customer's obligations to co-operate include, but are not
    limited to:

    i)   Customer shall immediately inform axes4 of any and all situations
         which have the potential to have a materially negative impact on the
         provision of the Services;
    ii)  with respect to its sphere of responsibility and obligations under
         the Agreement, Customer will adhere to principles of proper data
         processing. Such principles shall include, in particular, regular
         saving of data, implementation of virus protection, backup copies,
         the adherence to data protection provisions as well as the adherence
         to standards of data protection;
    iii) Customer shall provide axes4 access to its business facilities,
         relevant IT systems and sites if required to perform the Services;
    iv)  Customer shall be responsible that the content uploaded to any
         platform is procured, sufficiently licensed and used in accordance
         with the license terms and conditions of third-party owners;
    v)   Customer shall inform axes4 in writing as soon as practicable if
         Customer realizes that a cooperation obligation cannot be fulfilled
         or cannot be fulfilled in a proper or timely manner. Any consequences
         arising from the non-provision or not due provision of cooperation
         obligations (e.g. delays, additional efforts and expenditure, damages
         etc.) will be borne by Customer.


6 Financial Terms
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6.1 The license fee is set out in and calculated as set forth in the Offer.

6.2 If not agreed otherwise in the Offer, the charges for the Support
    Services are in accordance with clause 2.17. During the initial term the
    license fee and the charges for the Support Services are fixed, subject to
    other agreement in the Offer.

6.3 For the provision of the Additional Services, Customer will pay to axes4
    the fees set out and calculated in accordance with the Offer and axes4's
    expenses. Unless otherwise agreed: If fees have not been agreed for
    provision of the Additional Services, Customer shall pay axes4 on a time
    and material basis in accordance with axes4's then-current standard and
    customary professional service fees as set out in the Offer. In the event
    a third party is involved with the provision of the Additional Services,
    Customer will pay such third-party then-current standard fees. If axes4
    provides Additional Services on a time and material basis, axes4 shall
    submit with the invoice a record of its performance. The record will
    report the efforts.

6.4 Invoicing and payment plans will be agreed in the Offer. Unless otherwise
    agreed, invoicing shall be as follows:

    i)   the license fee is to be paid before the beginning of each License
         Term (section 8);
    ii)  for recurring charges on a monthly basis;
    iii) for one-off charges (other than the license fee), on the basis of
         30% upon signature of the Offer, 70% in accordance with percentage
         of completion as the project proceeds (on a monthly basis);
    iv)  charges on a time and material basis will be invoiced on a regular
         basis, e.g. monthly at the end of each calendar month following the
         provision of the Services in such month.

6.5 Invoices are due upon receipt and payment shall be released within thirty
    (30) calendar days of the date of receipt of the invoice in the currency
    indicated in the invoice.

6.7 Training Services are subject to the following terms:

    i)   If an agreed Training session is cancelled by the Customer 14 days
         before the date of the Training session or later (subject to the
         clauses below), axes4 will charge 25% of the quote for the agreed
         Training session;
    ii)  If an agreed Training session is cancelled by the Customer 7 days
         before the date of the Training session or later (subject to the
         clauses below), axes4 will charge 75% of the quote for the agreed
         Training session;
    iii) If an agreed Training session is cancelled by the Customer 48 hours
         before the start of the Training session or later, axes4 will charge
         100% of the quote for the agreed Training session;
    iv)  If an agreed Training session for a training in person is cancelled
         by the Customer 14 days before the date of the Training session or
         later, axes4 will charge in addition to the fees set out in
         subsections (i) to (iii) 100% of the expenses;

6.8 If an agreed bespoke or tailored Training session is cancelled by the
    Customer 14 days before the date of the Training session or later, axes4
    will charge in addition to the above fees set out in subsections (i) to
    (iii) for the time to develop the agenda and learning outcomes proposal as
    well as slide preparation.


7 Intellectual Property Rights
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7.1 The Software, the original and any copies thereof, including translations,
    compilations, partial copies, modifications, and updates, are the property
    of axes4.

7.2 Customer recognizes that axes4 regards the Software as its proprietary
    information and as confidential trade secrets of great value. Customer
    agrees not to provide or to otherwise make available in any form the
    Software, or any portion thereof, to any person other than Authorized
    Users of Customer without the prior written consent of axes4.

7.3 Customer further agrees to treat the Software with at least the same
    degree of care with which Customer treats its own confidential information
    and in no event with less care than is reasonably required to protect the
    confidentiality of the Software.


8 Term and Termination
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8.1 The Agreement comes into effect with the acceptance of the Offer and
    these General Terms by both Parties.

8.2 The provision of the Additional Services hereunder shall commence on the
    date set out in the Offer.

8.3 The provision of the SaaS-Services (if any) shall commence on the date
    the access is granted to the Customer, and the license granted (if any)
    under the Agreement shall commence on the date the license key is provided
    by axes4 to the Customer, in each case the beginning of the License Term.

8.4 This Agreement and the License Term will continue, as of the beginning of
    the License Term, in effect for an initial term of twelve (12) months,
    save as provided otherwise in the Offer. If so set out in the Offer and
    following such initial term and any renewal term, this Agreement and the
    License Term (save as provided otherwise in the Offer) does not
    automatically renew, unless the Customer chooses auto renewal (online
    shop). In all other cases, this Agreement expires after the initial term.

8.5 Each Party may terminate, immediately and without legal intervention upon
    written notice to the other Party, this Agreement:

    i)   for important reason if the other Party breaches its essential
         contractual obligations under this Agreement in a material and
         persistent manner in spite of two written notices granting each such
         other Party a reasonable cure period of at least 30 days in order to
         remedy such breach;
    ii)  in the event that the other Party becomes insolvent or unable to pay
         its debts as they mature, or ceases to so pay, or makes an assignment
         for the benefit of its creditors;
    iii) in the event that bankruptcy or insolvency proceedings under
         bankruptcy or insolvency code or similar law, whether voluntary or
         involuntary are properly commenced by or against the other Party;
    iv)  in the event that a trustee or receiver is appointed for the other
         Party for any or all of such other Party's property; or
    v)   in the event that the other Party is dissolved or liquidated.

8.6 In the event of termination, Customer will discontinue the use of the
    Software and Customer shall take back Customer data sets. axes4 is
    entitled to destroy any data sets 30 days after termination of this
    Agreement.

8.7 The provisions of sections 6, 7, 10, 11, 12, 14 and 15 shall survive any
    termination of this Agreement.


9 Service Levels and Warranty Disclaimer
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9.1 axes4 provides, and Customer accepts, the Services "as is". The provision
    of the Services is provided with reasonable efforts.

9.2 axes4 provides no warranties as to the function or use of the Software
    and Services, whether express implied, or statutory, including without
    limitation, any implied warranties of merchantability or fitness for
    particular purpose. axes4 does not warrant that the functions contained in
    the Software will meet Customer's requirements or that the operation of
    the Software will be uninterrupted or error free.


10 Indemnity
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10.1 axes4 will defend at its own expense any action brought against Customer
     to the extent it is based on a claim that the Software used within the
     scope of the license granted hereunder infringe a Swiss and/or EU patent,
     copyright or other proprietary right of a third party.

10.2 Subject to the limitation of liability set forth in section 11, axes4
     will pay any costs, damages or attorney fees finally awarded against
     Customer in such action which are attributable to such claim, provided
     axes4 is promptly notified in writing of such claim, may control the
     defense and/or settlement of such claim, and is provided with all
     requested assistance, information and authority.

10.3 In the event that the Software becomes, or in axes4's opinion is likely
     to become, the subject of a claim of infringement of a patent, copyright
     or trade secret, axes4 may at its option either secure Customer's right
     to continue using the Software, replace or modify the Software to make
     them not infringing, or provide Customer with a refund of the license fee
     for the period paid in advance during which the software is rendered
     unusable due to patent infringement (e.g. for the remainder of the
     license period).

10.4 axes4 shall have no liability for any claim of patent, copyright or
     trade secret infringement based on the use of the Software in any form
     other than the original, unmodified form provided to Customer or the use
     of a combination of the Software with hardware, software or data not
     supplied by axes4 where the used Software alone in their original,
     unmodified form would not constitute an infringement. The foregoing states
     axes4's entire liability for infringement or claims of infringement of
     patents, copyrights or other intellectual property right.


11 Limitation of Liability
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11.1 axes4 is liable without limitation in the event of willful misconduct or
     gross negligence.

11.2 axes4 is liable for the slightly negligent breach of essential
     contractual obligations (cardinal obligations) to the foreseeable damage
     typical for the contract. Cardinal obligations are those whose breach
     jeopardizes the achievement of the purpose of the contract or whose
     fulfilment makes the proper execution of the contract possible in the
     first place and on whose compliance the contractual partner may regularly
     rely. Otherwise, axes4 is not liable for slightly negligent breaches of
     duty.

11.3 axes4 shall not be liable for any damages caused by software errors
     arising from the Software or software not developed by axes4; nor shall
     axes4 be liable for damages caused by malware.

11.4 The above limitations of liability shall not apply in the event of
     injury to life, limb or health, for a defect following the assumption of
     a guarantee for the quality of a product and in the event of fraudulently
     concealed defects. Liability under the Act on Liability for Defective
     Products and other mandatory law remains unaffected.

11.5 Insofar as the liability of axes4 is excluded or limited, this also
     applies to the personal liability of representatives and vicarious agents
     of axes4.


12 Data Protection and Confidentiality
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12.1 Both Parties will comply with all applicable requirements of the Data
     Protection Legislation. This clause is in addition to, and does not
     relieve, remove or replace, a party's obligations under the Data
     Protection Legislation.

12.2 The Parties acknowledge that for the purposes of the Data Protection
     Legislation, in relation to any Personal Data comprised within the
     Customer Data, the Customer is the controller and axes4 is the processor.
     Such Customer Data shall only be processed by axes4 in accordance with
     the terms of axes4 privacy notice, which is available on request and
     incorporated into the terms of this Agreement (Privacy Policy).

12.3 The Parties commit to the applicable statutory provisions on data
     protection, in particular the obligation regarding data secrecy and
     adherence to technical and organizational measures. Customer is
     responsible towards third parties and axes4 that the information and
     personal data contained in any document or data set provided to axes4 can
     be transferred to, disclosed to and processed by axes4. Some of axes4's
     Services allow the Customer to submit and/or upload documents to axes4's
     website. Customer shall avoid transfer documents which include sensitive
     personal data and/or special categories of personal data, including
     personal data about criminal convictions and offenses.

12.4 The use of Confidential Information is limited to the use necessary under
     or in connection with the Agreement.

12.5 The confidentiality obligation set forth in this section shall not apply
     to information in reference to which the receiving Party can demonstrate
     the following:

     i)   that the relevant information is lawfully obtained by the receiving
          Party from a third party who has the right to disclose it and who
          provides it without restriction as to use or disclosure, or
     ii)  that the relevant information was known by the receiving Party prior
          to receiving such information from the disclosing Party and without
          restriction as to use or disclosure; or
     iii) that the relevant information is nor or thereafter generally known
          or available to the public, through no act or omission on the part
          of the receiving Party or in violation of the obligations of the
          Agreement, or
     iv)  that the relevant information is developed independently by the
          receiving Party without access to any Confidential Information of
          the disclosing Party, or
     v)   that the relevant information constitutes technologies, ideas,
          know-how and/or concepts of third parties (e.g. third party
          know-how) which this third party lawfully disclosed to the other
          Party, even if this third party technologies, ideas, know-how and/or
          concepts incidentally coincides with Confidential Information.

12.6 The confidentiality obligations in this section 12 will not restrict a
     Party from disclosing the other Party's Confidential Information under
     the following conditions:

     i)   to the extent that the relevant Confidential Information must be
          disclosed due to applicable mandatory statutory provisions,
          applicable mandatory law or regulations, or are required by court or
          government instructions, or which must be disclosed to the assignee
          in case of assignment of claims to enable assignee to enforce a
          claim if necessary, provided that the Party required to make any
          such disclosure uses reasonable efforts to give the other Party
          reasonable advance notice of such required disclosure in order to
          enable the other Party to prevent or limit such disclosure; or
     ii)  to the extent that one Party provides the relevant Confidential
          Information to third parties for the purpose of protecting its
          interests, provided such third parties are obliged to maintain
          secrecy under their professional rules.

12.7 The obligations of confidentiality set forth in this section shall be
     effective throughout the term of the Agreement and shall survive
     termination or continuation of the Agreement for a further five (5)
     years, subject to applicable mandatory law (such as data protection)
     which may provide for a longer period of or timely unlimited
     confidentiality.


13 Special Provisions for Consumers only
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a) Expiry of the right of cancellation
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13.1 Please note that Consumer's ("you/your") statutory right of cancellation
     for our digital products expires prematurely when you confirm the
     following checkbox:

     "I expressly agree that axes4 will begin with the service specified in
     the order before the cancellation period expires. I am aware that by
     giving this consent, I lose my right of cancellation upon commencement
     of the execution of the contract (provision of the download)."

     In this case, you have the right to cancel the contract within fourteen
     days (14) only in justified cases.

b) Right of cancellation
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13.2 In all other cases, you have the right to cancel a contract within
     fourteen days without giving any reason.

13.3 The cancellation period is fourteen days from the day the contract is
     concluded.

13.4 To exercise the right to cancel, you must inform us (axes4 Deutschland
     GmbH, Mirabeauweg 4, DE-72072 Tübingen, Germany) of your decision to
     cancel this contract by a clear statement (e.g. a letter sent by post or
     e-mail to office@axes4.com). You can use the sample form below, but this
     is not mandatory.

13.5 To meet the cancellation deadline, it is sufficient for you to send your
     notification of exercising your right of cancellation before the
     cancellation period expires.

c) Consequences of cancellation
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13.6 If you withdraw from a contract, we shall reimburse to you all payments
     received from you, including (if applicable) the costs of delivery (with
     the exception of the supplementary costs resulting from your choice of a
     type of delivery other than the least expensive type of standard delivery
     offered by us), without undue delay and in any event not later than 14
     days from the day on which we are informed about your decision to
     withdraw from the contract. For this repayment, we will use the same
     means of payment that you used for the original transaction, unless
     expressly agreed otherwise with you; in no case will you be charged any
     fees for this repayment.

d) Sample form
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If you wish to cancel the contract, you can, for example, fill in the form
below with your information and send it to us (e-mail is sufficient):

     axes4 Deutschland GmbH
     Mirabeauweg 4
     DE-72072 Tübingen
     E-mail: office@axes4.com

     I hereby cancel the contract concluded by me for the purchase of the
     following products

     Ordered on [...] or received on [...]

     Your name

     Your address

     Your signature (only for notification on paper)

     Date

e) Expiry of the right of cancellation
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The right of cancellation for products expires in accordance with Section 356
(5) German Civil Code (BGB) if the Consumer agrees that axes4 begins execution
of the contract before the expiry of the cancellation period and if the
Consumer has confirmed its knowledge that Consumer loses its right of
cancellation by giving their consent at the beginning of the execution of the
contract (Section 13 a).


14 Miscellaneous
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a) Assignment and transfer of Agreement
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14.1 Neither Party may assign, transfer, create a charge over or otherwise
     dispose of the Agreement, or any of its rights or obligations hereunder,
     in whole or in part, by operation of law nor otherwise, without the prior
     written consent of the other Party. Any attempt to assign the Agreement,
     without such consent, will be null and of no effect.

14.2 Notwithstanding the foregoing, either Party may, without notice and
     without consent, assign, transfer or otherwise dispose of its claims for
     payment.

b) Severability clause
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14.3 If any of the provisions of the Agreement are held to be invalid or
     unenforceable, such invalidity or unenforceability shall not invalidate
     or render unenforceable the other provisions of the Agreement. The
     invalid or unenforceable provision shall be deemed replaced by a valid
     provision, which reaches as closely as possible the economic goal of the
     invalid or unenforceable provision.

c) Communications between Parties
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14.4 All formal communications between the Parties shall only be valid if
     made in written form. The use and exchange of scans is considered as
     being in written form.

14.5 Non-formal communication, e.g. in respect of the management of the
     account, including renewal or termination, may also be exchanged by
     e-mail.

d) Execution of the Agreement, Modifications and Supplements
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14.6 The Agreement is executed if the Customer accepts axes4's Offer. Any
     modifications of or supplements to the Agreement shall be made in writing
     and signed by both Parties. This shall also apply to any modification of
     this Agreement on written form. Such signature requirement is deemed to
     be satisfied if the Agreement (i) is signed by hand, (ii) is signed by
     the means of a digital signature based on a qualified or advanced digital
     certificate, or (iii) if the Agreement has been accepted via the webstore
     of axes4.

14.7 axes4 reserves the right to amend these General Terms at any time with
     effect for the future, insofar as this amendment is necessary due to
     changes in legislation or case law or other significant changes to the
     underlying conditions.

14.8 axes4 shall inform the Customer of the amendment to the General Terms by
     e-mail at least six weeks before they are scheduled to take effect. The
     Customer is entitled to object to the changes no later than two weeks
     before the changes are scheduled to take effect.

14.9 If the Customer does not object at all or does not object in due time
     (text form suffices), this shall be deemed to constitute the customer's
     consent to the amendment of the General Terms and the new provisions
     shall enter into force for the Customer at the time they are scheduled to
     take effect. This shall not apply to amendments that modify the essential
     contractual obligations in their core and/or significantly impair the
     equivalence between service and remuneration.

14.10 If the Customer objects to the change to these General Terms in due
      time, axes4 has the choice of continuing the contractual relationship
      with the Customer affected by the change, with the old provision
      continuing to apply, or terminating it without notice on the date on
      which the planned changes take effect.

e) Applicable law and Jurisdiction
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14.11 If the Customer procures the licenses and/or Services from axes4 GmbH,
      Switzerland, and therefore enters into the Agreement with axes4 GmbH,
      Frauentalweg 117, 8045 Zurich, Switzerland:

      i)  the Agreement is governed by, and shall be construed in accordance
          with, the substantive laws of Switzerland to the exclusion of the
          conflict of laws rules set forth in Swiss international private law.
          The provisions of the Vienna Convention (United Nations Convention
          on Contracts for the International Sale of Goods, signed in Vienna
          on 11.04.1980) shall not apply.
      ii) Any dispute arising out of or in connection with this Agreement,
          including disputes on its conclusion, binding effect, amendment and
          termination, shall be exclusively resolved by the ordinary courts of
          the City of Zurich, Switzerland (and, if permitted, by the
          Commercial Court of the Canton of Zurich (Handelsgericht des Kantons
          Zürich), venue being Zurich 1.

14.12 If the Customer procures the licenses and/or Services from axes4 GmbH,
      Switzerland, and therefore enters into the Agreement with axes4
      Deutschland GmbH, Mirabeauweg 4, DE-72072 Tübingen, Germany:

      i)   the Agreement is governed by, and shall be construed in accordance
           with, the substantive laws of Germany. The provisions of the CISG
           shall not apply.
      ii)  If the Customer is a Trader, any dispute arising out of or in
           connection with this Agreement, including disputes on its
           conclusion, binding effect, amendment and termination, shall be
           exclusively resolved by the ordinary courts of the City of
           Tübingen, Germany.
      iii) If the Customer is a Consumer and the Customer is domiciled outside
           the territory of Germany, axes4 registered office in Tübingen
           shall be the exclusive place of jurisdiction for all disputes
           arising from this Agreement.


15 Definitions
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15.1  "Additional Services" are those part of the Services set out in
      sub-section 2e).

15.2  "Agreement" shall mean the entire agreement of the Parties including,
      but not limited to, this General Terms, its Exhibits, supplements and
      amendments and the Offer.

15.3  "Authorised Users" means those employees and agents of the Customer and
      any subscribing organizations only, who are authorised by the Customer
      to use the Software. Subscribing organizations means, in addition to
      the Customer, those other organizations (if any) referred to within the
      Offer whose Authorised Users are permitted to use the Software.

15.4  "axes4" has the meaning given to it in clause 1.1.

15.5  "Basic Support Services" have the meaning set out in sub-section 2c).

15.6  "Confidential Information" shall mean any information identified as
      confidential and provided by one Party to the other pursuant to this
      Agreement. Each Party hereby identifies the following information as
      confidential: (i) all non-public information regarding the manner in
      which such Party conducts its business, the extent to which such Party's
      services and products are offered or used by customers, the costs to
      provide such services and products, or such Party's operational or
      financial plans and/or expectations; (ii) all non-public information
      regarding the technology, listings or protocols embodied in computer
      systems and programs owned by or licensed to such Party (other than
      computer systems and programs licensed to such Party by the other Party,
      which shall be confidential information of such other Party); (iii) all
      trade secrets and intellectual property rights owned by or licensed to
      such Party (other than trade secrets and intellectual property rights
      licensed to such Party by the other Party, which shall be confidential
      information of the other Party); and (iv) any information held by or
      concerning such Party which is not available to the public.

15.7  "Consumer" shall mean any natural person who licenses the Software from
      axes4 for purposes that cannot be attributed primarily to their
      commercial or independent professional activity.

15.8  "Customer" shall mean the natural or legal person licensing the Software
      from axes4 and/or procuring the Services, as noted in the Offer.

15.9  "Customer Data" shall mean the data, content and images inputted by the
      Customer, Authorised Users, or (if applicable) axes4 (or its
      subcontractors) on the Customer's behalf for the purpose of facilitating
      the Customer's use of the Software and Services.

15.10 "Data Protection Legislation" shall mean the Swiss Federal Act on Data
      Protection (FADP) of 19 June 1992 or any subsequent version of the FADP
      as well as the General Data Protection Regulation (GDPR) and the German
      Federal Data Protection Act (BDSG).

15.11 "Documentation" shall mean the operating manuals, user manuals or
      instructions, technical literature and other related materials (and
      whether in hard copy or electronic format) in connection with the use of
      the Software.

15.12 "Extended Support Services" have the meaning set out in sub-section 2d).

15.13 "General Terms" has the meaning given to it in clause 1.1.

15.14 "License Term" has the meaning given to it in section 8.

15.15 "Offer" shall mean the written offer, proposal or similar document
      provided by axes4 to the Customer and accepted by the Customer, or a
      separate written contract between the Parties for use of the Software
      and/or Services, provided by axes4 to the Customer, or, in case of
      using the Software and/or Services via axes4's website, the description
      on axes4's website. The requirement of written form of the Offer is also
      satisfied by communication methods provided electronically, by fax or
      e-mail or electronic communication methods for handling purchasing
      transactions, including web-based applications or declarations
      transmitted via an order management tool.

15.16 "Parties" shall mean axes4 and Customer.

15.17 "Party" shall mean axes4 or Customer, as the context may require.

15.18 "SaaS-Services" shall mean those part of the Services set out in
      section 2.

15.19 "Service" shall mean any or all of the Services offered and provided by
      axes4 under the Agreement to Customer. These may include the
      SaaS-Services, Basic Support Services, Support Services Standard and/or
      the Additional Services.

15.20 "Software" shall mean the axes4 software as further described in the
      Offer and shall include the Documentation, packaging and any
      enhancements, modifications, updates, bug fixes or releases to the
      Software that are made commercially generally available by axes4.

15.21 "Trader" shall mean any natural or legal person or a partnership with
      legal personality who or which, when licensing the Software from axes4,
      acts in exercise of their trade, business or profession. A partnership
      with legal personality is a partnership that has the capacity to acquire
      rights and to enter into obligations.

=============================================================================
