Unify End User License Agreements

Version 4.0 as of 1st February 2019

1. Definitions

1.1 “Affiliate” shall mean any entity which directly or indirectly controls, is controlled by or is under common control with Unify or Customer, respectively; „control‟ as used herein shall mean the possession of the power to direct, or cause the direction of, the management and the policies of an entity, whether through ownership of a majority of the voting rights or by contract or otherwise.

1.2 “Agreement” means the separate agreement under which Customer obtained the Software from Unify or a third par- ty eligible to sell Unify Software, e.g. a Unify Partner.

1.3 “Base Software” means – as opposed to Single User Software – Software installed on a server computer, the so-called “host”, which is accessed by Clients in order to make use of the functionalities of the Base Software.

1.4 “Client” means a clearly identifiable entity which can access a server computer and one or more of the Product Instance(s). Clients can be, for example and depending on the specific product, users, agents, devices, identities or communication channels. The number and type of Cli- ents authorized to use the Product Instance(s) on a par- ticular server computer is defined in the Agreement.

1.5 “Client Access License” or “CAL” means a License that allows a specific number of Client(s) to access and use the Base Software. Depending on the product, a CAL co- vers at least one (1) Client but may also cover a defined number of Clients (by example and without limitation, 20, 25, 100 Clients) or permit an unlimited number of Clients to access the Base Software.

1.6 “Customer” means the party acquiring a copy of the Software, who is neither a Unify Partner nor an Affiliate of Unify.

1.7 “Documentation” means the technical and/or functional descriptions provided along with the Software. Documen- tation may be provided in electronic form or online, e.g. via the Internet.

Documentation may also include, by ex- ample and without limitation, a description of performance characteristics, special features, hardware and software requirements, installation requirements, conditions of use and end user manuals.

1.8 “Firmware” means Single User Software which is embed- ded into the microcontroller of an electronic device (e.g. a telephone-handset).

1.9 “Freeware” means a computer program which may be used without payment or other compensation (for exam- ple, by advertising). Freeware may be subject to proprie- tary license terms imposed by the Freeware vendor, which, by example and without limitation, may limit the right to distribute or redistribute the Freeware. Freeware may have functional limitations which a commercial version does not have. In general, the Freeware vendor does not deliver source code of the Freeware.

1.10 “License” means the right to use a particular computer program. A license may be perpetual (i.e. it is granted permanently) and is usually granted in exchange for a one-time license fee, or it may be time-limited i.e. it is granted only for the term of a subscription arrangement, and usually in exchange for a recurring license fee. The exact kind and scope of the License acquired by Custom- er is further defined in the Agreement.

1.11 “Open Source Software” or “OSS” means a computer program licensed under an OSS License which is availa- ble either (a) in source code form only, or (b) where the source code is delivered together with the object code (executable) or (c) where the source code can be ob- tained for free (handling fee/ shipping costs may apply).

1.12 “Product Instance” means one installed copy of the Base Software.

1.13 “Product Instance License Key” or “License Key” means the license key defining the maximum number of CALs assigned to a specific Product Instance.

1.14 “Single User Software” is Software intended for use by a single user on a single device, which is not to be used as a server, such as a desktop PC, notebook, smartphone, etc.

1.15 “Software” means, collectively, the computer program, files and the media (if any) provided to Customer under the Agreement resp. this EULA, including all Updates, Upgrades, corrections, modified

versions, supplements and copies of the Software, if applicable. The Software comprises of computer programs from Unify and from third party suppliers, in executable (object code) form, and includes the Documentation. Open Source Software or Freeware delivered together with the Software is in- cluded in the definition of “Software”, but for them, the re- spective Open Source Licenses or license terms imposed by the vendor of the Freeware take precedence over this EULA.

1.16 “Update” means a release of the Software which primarily addresses bug fixes and, only if necessary, contains mi- nor functional improvements (e.g. additional drivers). Uni- fy may elect at its sole discretion to publish an Update as a full release which allows for a complete installation, or a partial release which implements only the changed code (e.g. a service pack). In any case, an Upgrade requires an existing and properly licensed installation of the Soft- ware. Typically, an Update is identified by an increase in the minor release number, within the major version num- ber (e.g. “Version 1.2” instead of “Version 1.1”).

1.17 “Upgrade” means a release of the Software which adds new and/or extended functionality and, if necessary, contains bug fixes for older versions. In general, an Upgrade is a full release which allows for a complete installation. In any case, an Upgrade requires an existing and properly licensed, (set of,) eligible, older version(s) of the Software that is to be upgraded. Typically, an Upgrade is identified by an increase in the major version number (e.g. “Version 2.0” instead of “Version 1.2”).

1.18 “Unify” means, unless explicitly indicated otherwise in the Agreement, Unify Software and Solutions GmbH & Co. KG, Germany.

1.19 “Unify Partner” means distributors, resellers, VARs, OEMs and other channel partners authorized by Unify to market the products and services of Unify.

2. General License Terms

2.1 Customer is granted a License to use the Software on the basis of this EULA and only within the scope and terms of the Agreement.

2.2 The Software is protected by copyright laws and interna- tional copyright treaties as well as other laws and conven- tions related to intellectual property. In relation to the Cus- tomer, the intellectual property rights to the Software re- main exclusively with Unify or,

where applicable, with Uni- fy’s suppliers, the licensors of the OSS or the vendors of the Freeware.

2.3 Customer shall only install and use the Software if Cus- tomer accepts all licensing terms. Without limitation to any obligation of Unify under the OSS Licenses, and unless explicitly agreed otherwise, Software shall only be deliv- ered and licensed in object code form i.e. executable, machine-readable form.

2.4 Unless explicitly otherwise provided for in the Agreement, Customer shall have a non-exclusive right to use the Software, subject to the provisions of Section 3, to handle Customer’s own internal business purposes and those of Customer’s Affiliates. The use or operation of the Soft- ware by third parties is permitted if done solely under the control of the Customer and for Customer’s own internal business purposes (e.g. hosting, outsourcing). Within this scope, Customer may also, to a reasonable extent, re- produce or copy the Software. All other rights, in particu- lar the right to distribute, translate, modify, re-arrange or publicly broadcast the Software, remain with Unify. Customer may not decompile or disassemble the Soft- ware, extract any parts of the Software, carry out reverse engineering or otherwise attempt to derive the source code of the Software unless within mandatory statutory laws. Prior to any action within mandatory statutory laws, Customer must provide written notice to Unify, requiring that Unify provides the necessary information and docu- ments to achieve the contractually agreed functionality or interoperability with other computer programs.

2.5 Neither the Software itself nor the right to use the Soft- ware may, without the prior written consent of Unify, be rented-out or leased-out, borrowed-out, sub-licensed or, subject to the provisions of Section 2.7, be assigned or otherwise be made available to third parties. The Soft- ware may not be duplicated or copied, either in part or in whole, unless expressly permitted under the Agreement or if statutory law allows for backup copies.

2.6 If the media provided to Customer contains Software for different products, Customer may only use the Software that is the subject of the Agreement. Unbundling or re- packaging of the Software for sale or re-sale or the modi- fication of such media is not permitted.

2.7 If the Software was provided to Customer under a perpet- ual License, any resale of the Software and the transfer of the right to use the Software are only permitted, if the Software and the use rights are transferred exactly in the manner and configuration as they were provided to the Customer. The Software may only be transferred to a third party in its entirety and complete with all associated material and CALs. A temporary transfer is prohibited. A partial assignment of the Software to a third party or a transfer of the same Software to multiple third parties is prohibited, unless explicitly permitted by law.

2.8 In any event of a permitted transfer of the Software, Customer shall ensure and demonstrate in writing upon Unify’s request, that

· the third party agreed to accept this EULA and to fully comply with the terms of this EULA;

· the Software, all serial number(s), CALs and all other material that was supplied along with the Software, in- cluding pre-installed material, and all copies, Updates, Upgrades and prior versions, was transferred to the third party;

· Customer retained no copies, including backups;

· Unify was informed of the transfer, the identity of the transferee and the transferred Software, including the relevant serial numbers, and the re-assignment of the serial numbers registered in Unify’s systems was ar- ranged with Unify.

2.9 Upon the transfer of the Software to the third party, all rights of the Customer to use the Software shall expire. Any such transfer does not automatically include a trans- fer or assignment of warranty claims or of any mainte- nance or service agreements that may be in effect be- tween Customer and Unify. If Customer acquired the Software from a Unify Partner, individual or different ar- rangements may apply for Customer’s warranty claims or with regard to any maintenance or service agreements concluded with the Unify Partner.

2.10 Customer may create a reasonable number of backup copies of the Software. Customer shall not remove any alphanumeric identification characters, trademarks and copyright notices which may be present in the Software or on the media, and will copy the Software unaltered.

2.11 Provided that the Software requires activation, e.g. by applying a Product Instance License Key, Customer shall activate the Software within thirty (30) days of the day of installation. Only then will the installation be technically complete. The necessary information must be entered by Customer in the manner described in the installation sequence. If changes have been made to the hardware, it may be necessary to reactivate the Software. In the event the activation does not take place within said period, the Software may become disabled for further use. To acti- vate the Software again, a valid activation code is re- quired, which can be requested from Unify or a Unify Partner upon proof of authorization. Individual arrange- ments on acceptance made in the Agreement shall be unaffected hereby.

2.12 Every supplementary program code (e.g. patch, Update) which is made available to the Customer under warranty or as part of a software maintenance contract or other service agreement, and all extensions of the License, e.g. additional CALs, shall be deemed an integral part of the respective Software and be subject to these License Terms, unless otherwise agreed in the individual case.

2.13 Upon the installation of an Upgrade- or migration-version of the Software, the right to use the preceding version shall expire. Existing copies, including backup copies, shall either be destroyed, which is to be evidenced by Customer upon request, or be returned to Unify or the relevant Unify Partner, unless Customer proves that the preceeding version is required to meet statutory docu- ment retention and documentation requirements, which cannot be fulfilled with the Upgrade- or migration-version of the Software.

2.14 Unify may terminate the License and the use rights grant- ed to Customer hereunder in writing, in whole or in part, with immediate effect if the Customer is in material breach of the license terms.

2.15 For Firmware the provisions of these License Terms shall apply analogously, but Firmware may only be used or be passed on to third parties together with the respective ac- companying hardware for which it was released.

3. Open Source Software, Freeware and third-party software components

3.1 Some parts of the Software, including third-party software components, Freeware or OSS, may be fully or in part subject to

licensing terms of the respective vendor, or to OSS Licenses. Such licensing terms shall take prece- dence over this EULA. These licensing terms will be de- livered with each program, usually as a separate html file. Upon Customer’s request, Unify will provide the applica- ble license terms prior to entering into the Agreement. For Unify Software provided under this EULA, Unify has inte- grated any Open Source Software, Freeware and third- party software components in compliance with their appli- cable license terms.

3.2 Insofar as the OSS Licenses provide for the provision of source code, Unify will make it available either (a) by in- cluding it in the Software delivery or (b) on Unify’s website and in any case (c) send it on media upon Customer’s re- quest, against applicable handling/shipping costs.

3.3 Any OSS and Freeware are licensed royalty-free i.e., no fees are charged for the provision of the OSS and the Freeware and for exercising the licensed rights.

4. Customer’s usage rights

4.1 License for Base Software A License for a Base Software entitles Customer to a sin- gle installation on a server computer. Depending on the respective Software, a CAL must be acquired for each Client that accesses the Product Instance(s).

4.2 License for Single User Software A License for a Single User Software entitles Customer to a single installation of the Software on a single computer. In addition, Customer may install a copy of the Software on a server computer within Customer’s internal network, solely for the purpose of downloading and installing the Software onto other single computers attached to Cus- tomer’s internal network and provided that the Single Us- er Software allows such an installation routine. Depending on the Agreement, the number of Licenses for Single Us- er Software acquired by Customer may also determine the maximum permissible number of installations. Any other use of Single User Software in a network is not permitted.

5. Delivery

Unless agreed otherwise in the Agreement, delivery of the Software will be made, at Unify’s or the relevant Unify partner’s discretion, by sending the Software on media or pre-installed on a device (e.g. server computer) to the agreed delivery address (physical delivery),

or by making the Software available for download (electronic delivery).

6. Warranty and Liability of Unify

6.1 The Documentation alone is decisive for the required quality and functionality of the Software. Unify is not liable for any other condition of the Software. In particular, Unify does not represent or warrant that (a) the Software works together in a selection or configuration that was not solely and freely determined by Unify, (b) that it will run uninter- rupted or error free, or (c) that all Software errors can be eliminated.

6.2 Warranty claims and other liability claims and / or claims for the refund of expenses against Unify will only be available to Customer if they have been agreed to in an Agreement that was directly concluded between Unify and the Customer. If Customer acquired the Software through a Unify Partner, the claims of the Customer are determined by the Agreement concluded with the Unify Partner.

7. Export Control and Customs Regulations

7.1 All Products, including but not limited to items / commodi- ties (“Items”) (goods/hardware, software and technologies and/or Services) may be subject to export laws and regu- lations and/or to national, foreign and international regula- tions. Compliance with applicable rules and regulations must be ensured at all times.

7.2 Unify will perform all necessary and appropriate proce- dures for requesting required export authorizations for deliveries to Customer, provided Unify will be the legal Ex- porter of Record for the deliveries. Customer will provide assistance, required documentation and certificates re- quested by Unify to obtain required authorizations or to review, ensure and document compliance with applicable laws and regulations.

7.3 Should required authorizations not be granted, granted with delay, granted with a reduced scope, be revoked or not renewed, Unify shall take no liability. Such events shall be considered as a Force Majeure event.

7.4 Customer shall obtain in due time all required import licenses required for the Items imported from Unify. Unify will, on request, provide reasonable assistance and documentation in support of the import licensing process.

7.5 Customer is aware that Items supplied under Export licenses are provided for a specific end use and End User and may be

subject to specific provisos and conditions. Customer will respect the contents of the applicable gov- ernmental licenses and authorizations and the certificates signed in the licensing process. Customer will not sell, transfer or make otherwise available items delivered un- der Export Licenses to any End User, end use or destina- tion deviating from the contents of the Export License un- less such action was authorized by the competent au- thority issuing the original export authorization.

7.6 Customer will only transfer, export or re-export Items received from Unify to reliable partners. Customer will en- sure that Items are not made available in any way to par- ties, destinations and End Uses under embargo, excluded from business or otherwise under relevant sanctions by Germany, the European Union, the USA or the United Nations.

7.7 Customer will not re-export any controlled technical in- formation / technology under this contract.

7.8 Customer shall indemnify and hold harmless Unify from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompli- ance with export control regulations by Customer.

8. Evaluation License Terms

8.1 The terms of this Section apply in the event Customer obtained the Software for evaluation purposes, and take precedence over the rest of the EULA. Any provision of Software for evaluation purposes shall be temporary only.

8.2 Customer may use the Software only for testing and evaluation purposes, and only for the evaluation period agreed with Unify or the Unify Partner from whom the copy of the Software was obtained. Customer may termi- nate the evaluation period prior to expiry at any time by destroying all copies of the Software or by returning them to Unify or the Unify Partner.

8.3 Any right to use the Software shall expire automatically upon (a) the Customer not complying with the terms of this EULA and (b) expiry of the evaluation period. Cus- tomer acknowledges that some products come with time- limited license keys and will automatically disable themselves upon expiry of the evaluation period.

8.4 Unless otherwise agreed, Customer is not entitled to receive any form of support from Unify or the Unify Part- ner during the evaluation period.

8.5 Customer may, at any time during the evaluation period, upgrade to a regular version. Details of the upgrade shall be arranged with Unify or the Unify-Partner.

8.6 Notwithstanding mandatory statutory rights, Evaluation copies of Software obtained from Unify are provided “as is” without any warranty. Customer uses the Software during the evaluation phase at its own risk, expense and liability. Unify does not provide any warranty for the per- formance or the results arising from the use of the Soft- ware or the accompanying material.

8.7 Except for mandatory statutory laws, any claims of Cus- tomer for damages or compensation, regardless of their legal basis, and in particular claims arising from produc- tion stoppage, loss of profit, loss of information and data or subsequent damage are excluded.

9. General terms

9.1 Customer agrees to be bound by the terms of this EULA and acknowledges that Customer is entering into a legally binding contract by one or more of the following methods: a) executing this EULA, b) clicking to accept or agree where this option is made available to Customer or c) by actually using the Software. Customer should print or save a copy of this EULA for Customer’s records. If Cus- tomer does not agree with any part of this EULA, Cus- tomer is not authorized to access or use the Software.

9.2 This EULA cannot be modified except in writing. This also applies to any waiver of this written form requirement. If individual terms of this EULA are found to be legally inef- fective or impracticable on legal grounds, the remaining terms shall not be affected thereby.

9.3 These License Terms are governed by substantive Ger- man law under exclusion of the conflict of laws provisions and of the UN Convention on Contracts for the International Sale of Goods (CISG). Place of jurisdiction shall be Munich.

Additional End User License Agreements For Unify Cloud Services

Version 3.0, effective January 2019

1. Definitions

In addition to terms defined elsewhere in the Agreement, the following definitions apply:

1.1 “ Subsidiary ” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with Unify or Customer, respectively; as used herein, “control” means the possession of the power to direct or determine the direction of the management and policies of an entity whether this is achieved through the possession of a majority of the voting rights, by contract or otherwise.

1.2 “ Agreement ” means the separate agreement (e.g. the software license agreement) under which Customer obtained the Software from Unify or a Unify Partner.

1.3 “ Base Software ” means – with respect to single-user Software – the Software installed on a server (“host”), which is accessed by Clients to use the functionality of the Base Software.

1.4 “ Client ” means a clearly identifiable entity that can access a server and one or more Product Instances of the Core Software hosted by it. Clients can be, for example, and, depending on the specific product, users, agents, devices, identities or communication channels. The number and type of Clients authorized to use one or more Product Instances on a specific server is defined in the Agreement.

1.5 “ Client Access License ” or “ CAL ” means a License that allows a specified number of Clients to access and use the Base Software. Depending on the product, the CAL covers at least one (1) Client but may also cover a defined number of Clients (for illustrative purposes and without limitation, 20, 25, 100 Clients) or allow an unlimited number of Clients to access the Basic software.

1.6 “ Customer ” means the party purchasing a copy of the Software, which is neither a Partner nor an Affiliate of Unify.

1.7 “ Documentation ” means the technical and/or functional descriptions provided with the Software. The Documentation can be made available in electronic format or online, e.g. trough Internet. The Documentation may also include, among other things, a description of performance characteristics, special features, hardware and software requirements, installation requirements, terms of use and end user manuals. To the extent required by the relevant Freeware provider or OSS Licensor, the Documentation also includes the applicable license terms for the relevant Freeware or OSS Licenses.

1.8 “ Firmware ” means single-user Software incorporated into the microcontroller of an electronic device (e.g. a telephone handset).

1.9 “ Freeware ” means a computer program that you can use without payment or other consideration (for example, through advertising). The Freeware may be subject to proprietary license terms established by the provider of the Freeware which, for example, may limit the right to distribute or redistribute it. Freeware may present functional limitations that are not present in a commercial version. Unlike what happens with Open Source Software, the supplier usually does not deliver the source code together with Freeware.

1.10 “ License ” means the right to use a particular computer program. A license may be granted permanently for the legal term of copyright protection and in exchange for a one-time license payment, or it may be limited in time for the duration of a subscription that requires payment of a periodic fee. Further definition of the exact type and scope of the License purchased by the Customer is contained in the Agreement.

1.11 “ License Terms ” or “ EULA ” (End User License Agreement) means this document.

1.12 “ Open Source License ” or “ OSS License ” means the license conditions for a program which, in addition to the right to use it without any license fee or royalty, grant the user rights of use that are normally reserved to the owner of copyright, e.g. the right to modify the program, to combine it with others, or to distribute the program or a modified version of it, and which require that at least one of the following conditions be met: (a) it must be made available to all, either generally or upon request, the source code or design information for the initial or modified program; (b) you must

be granted the right to create derivative works of the initial or modified Program; (c) everyone must be granted, either generally or upon request, a license to use the intellectual property rights included in the Program, free of royalties or license fees, (d) the copyright owner must be identified for the unmodified program (attribution notice). By this definition, OSS Licenses are, for example, the GNU General Public License (GPL) family of licenses, the Berkeley Software Distribution (BSD) family of licenses, and “public domain” licenses.

1.13 “ Open Source Software ” or “ OSS ” means a program licensed under an OSS License (a) that is available only in source code form, or (b) in which the source code is delivered with the object code (executable) or (c) where you can obtain the source code for free (handling fees/shipping costs may apply).

1.14 “ Product Instance ” means an installed copy of the Base Software.

1.15 “ Product Instance License Code ” or “ License Code ” means the license code that establishes the maximum number of CALs assigned to a given Product Instance.

1.16 “ Single-user Software ” is Software intended to be used by a single user on a single device, which is not intended to be used as a server, such as a desktop, notebook, smartphone, etc.

1.17 “ Software ” means, together, the program, files and media (if any) provided to you under this EULA, and including, if so provided, all Updates, Upgrades, fixes, modified versions , supplements and copies of the Software. The Software may be a program from Unify or a third-party vendor and is generally provided only in executable (object code) form. For purposes of this EULA, the relevant Documentation is deemed to be an integral part of the Software. Open Source Software or Freeware delivered together with the Software are, in principle, included in this definition of “Software” but, for them, the respective Open Source Licenses or license terms imposed by the provider of the Freeware prevail over this EULA.

1.18 " Update " means a release of the Software that mainly deals with bug fixes and, only if necessary, contains minor functional improvements (e.g. additional drivers). At its sole discretion, Unify may choose to publish an Update as a full release that provides a full installation, or as a partial release that implements only modified code (e.g., a service pack). However, an Upgrade requires

an installation of existing, properly licensed Software. Typically, an Update is indicated by increasing the minor release number within the version with the largest number (e.g. “Version 1.2” instead of “Version 1.1”).

1.19 “ Upgrade ” means a release of the Software that adds new and/or expanded functionality and, if necessary, contains bug fixes from previous versions. Generally speaking, an Upgrade is a complete release that involves a total installation. However, an Upgrade requires a prior, eligible, existing and properly licensed (set of) versions of the Software to be upgraded. Typically, an Update is indicated by increasing the major version number (e.g. “Version 2.0” instead of “Version 1.2”).

1.20 “ Unify ” means the Unify entity designated in the Agreement.

1.21 “ Unify Partners ” means distributors, resellers, VARs, OEMs and other channel partners that Unify has authorized to market its products and services.

2. General conditions of the License

2.1 The Customer is granted a License to use the Software on the basis of these EULAs and only under the Agreement on the terms contained therein.

2.2 The Software is protected by copyright laws and international copyright treaties as well as other laws and conventions dealing with intellectual property. As between Customer, the intellectual property rights in the Software remain solely with Unify or, as applicable, Unify's suppliers, OSS licensors or Freeware suppliers.

2.3 Customer will only install and use the Software if it accepts all license terms, including the OSS Licenses and the license terms of the Freeware Providers. In case of non-acceptance of these conditions, the Customer may not install or use the Software in question. In this case and unless otherwise indicated in the Contract, the Customer may, to the exclusion of any other claims, withdraw from the Contract in relation to the Software. The Software and Documentation must then be returned to Unify or the Unify Partner from which Customer obtained them. The Customer may withdraw only in relation to the Software. In cases where returning the Software is technically impossible, e.g. in the case of downloaded Software, Customer must convincingly and in writing confirm that the Software has not been installed and will not be used.

2.4 Without limiting any of Unify's obligations under the OSS Licenses, and unless expressly stated otherwise, the Software will be delivered and licensed in object code form, which is an executable, machine-readable form. Customer is not entitled to delivery of the source code for the object code in question.

2.5 Unless otherwise expressly provided in the Agreement, the Customer will have a non-exclusive right to use the Software, without prejudice to the provisions of Article 3, to manage the internal business purposes of the Customer and those of its Affiliates. The use or operation of the Software by third parties is permitted if performed exclusively under the control of the Customer and for the latter's internal business purposes (e.g. hosting, outsourcing). Within this scope, the Customer is also permitted, to a reasonable extent, to reproduce or copy the Software; while, all other rights remain with Unify, especially the right to distribute, translate, modify, rearrange or publicly broadcast the Software.

Except for Open Source Software, Customer may not decompile or disassemble the Software, extract parts of it, reverse engineer or otherwise attempt to obtain the source code. The right of the Customer to reverse engineer or decompile the Software according to statutory law / mandatory legal provision, in particular if it is necessary to achieve the contractually established functionality or interoperability of the Software with other programs, is not affected thereby.

Before doing so, Customer must provide Unify with written notice requesting that Unify provide the information and documents necessary to achieve contractually established functionality or interoperability with other programs within a reasonable period of time. Only after the fruitless expiration of this period does the Customer have the right to reverse engineer or decompile the Software within the limits permitted by legal provisions.

2.6 Neither the Software itself nor the right to use it may, without the prior written consent of Unify, be rented, leased or loaned, sub-licensed or, without prejudice to the provisions of Article 2.8, be assigned or returned otherwise available to third parties. The Software may not be duplicated or copied, in whole or in part, unless expressly permitted in accordance with the Agreement or

where the making of backup copies is permitted by law. At its sole discretion, Unify will be free to grant its consent.

2.7 In the event that the media supplied to the Customer contain the Software for different products, the Customer may only use the Software for which he has purchased the rights of use. You may not disassemble or reassemble the Software for sale or resale, or to modify such media or to make any copy thereof.

2.8 If the Software has been provided to the Customer under a Perpetual License, for the resale of the Software and the assignment of its right of use it is necessary that the Customer transfers the Software and the rights of use exactly in the manner and according to the configuration in who purchased them. The Software may only be transferred to a third party in its entirety and with all associated materials and CALs. No temporary relocation is permitted. The transfer of parts of the Software to a third party or the transfer of copies of the same Software to multiple third parties is prohibited.

2.9 For any permitted resale of the Software, Customer will warrant and, upon request by Unify, provide evidence in writing, that

· the third party has agreed to accept and fully comply with this EULA;

· the Software, all serial numbers, CALs and all materials provided with the Software, including pre-installed materials, and all copies, Updates and Upgrades and prior versions of the Software in Customer's possession are been transferred to the third party;

· the Customer has not retained any copies, including backups;

· Unify has been notified of the assignment, the identity of the assignee and the assigned Software, including serial numbers and

· related license codes, directly or through the Unify Partner e

· The reassignment of serial numbers and license keys to the third party who purchased the Software was arranged with Unify.

2.10 Upon transfer of the Software to a third party, all of the Customer's rights to use the Software will expire. Any such transfer does not automatically include a transfer or assignment of warranty claims or any support or maintenance agreements that may exist between Customer and Unify. If Customer purchased the Software

from a Unify Partner, different or individual agreements may apply to Customer's warranty claims or in connection with any support or maintenance agreements entered into with the Unify Partner.

2.11 The Customer may create an appropriate number of backup copies of the Software. Customer will not delete any alphanumeric identifiers, trademark notices and copyright notices that may appear in the Software or on the media and will copy the Software without making any modifications. Customer will record the whereabouts of all copies for Unify to review upon request.

2.12 If activation of the Software is required, e.g. using a Product Instance License Key, Customer will activate the Software within thirty (30) days of installation. Only then will the installation be technically complete. The necessary information must be entered by the Customer according to the methods described in the Software installation sequence. If changes have been made to the hardware, it may be necessary to reactivate the Software. In case of failure to activate within the indicated period, the Software may be disabled for subsequent use. To activate the Software again, a valid activation code is required which can be requested from Unify or the Unify Partner by providing proof of authorization to do so. The individual acceptance agreements set out in the Agreement will remain unchanged.

2.13 Any additional program code (e.g. patches, Updates) that is made available to the Customer under warranty or as part of the software maintenance contract or other support contract, and all extensions to the License, e.g. additional CALs will be deemed an integral part of the relevant Software and will be subject to these License Terms, unless otherwise agreed in each case.

2.14 Upon installation of an Upgrade or Migration version of the Software, the right of use for the previous version will expire. Existing copies, including backup copies, may be destroyed, with evidence provided to Customer if requested, or returned to Unify or the Unify Partner, unless Customer demonstrates that the previous version is necessary to satisfy the requirements established by law regarding the conservation of documents and documentation that the Upgrade or migration version of the Software does not allow to satisfy. In any case, when the software is transferred to a third party, this option to keep this version expires permanently.

2.15 Unify may terminate the License and usage rights granted to Customer under this Agreement, in whole or in part, for cause if Customer is responsible for a significant breach of the License Terms, in particular within the scope of the License and thereby infringing Unify's rights in the Software so as to make it unreasonable for Unify to enforce the grant of rights under this Agreement, provided that Customer does not cure the infringement within thirty (30) days from receipt of the relevant communication sent by Unify. This will in no way affect Unify's right to seek legal recourse for such violations, in particular to seek injunctive relief.

2.16 The provisions contained in these License Conditions also apply to the Firmware, but the Firmware can only be used or transferred to third parties together with the relevant hardware accompanying it for which it was released.

3. Open Source Software, Freeware and Third Party Software Components

3.1 Some parts of the Software, including third party software components, Freeware or OSS may be subject in whole or in part to the license terms of the relevant supplier, or to OSS Licenses. Before entering into the Agreement, the Customer may obtain from Unify or the Unify Partner a copy of the license terms.

These license terms will prevail over this EULA and will be displayed during the installation process or included in the Documentation.

3.2 Some OSS or Freeware licenses may provide additional limitations or exclusions of warranties and liabilities. Unify must notify Customer of any such limitations or exclusions, whether or not they operate under the law applicable to the Agreement. Unify advises the Customer to be aware of the limitations or exclusions contained in such OSS or Freeware licenses and, if in doubt, to consult a professional for legal advice in this regard.

3.3 To the extent that the OSS Licenses provide for the provision of source code, Unify may (a) make it available by including it in the delivery of the Software, i.e. on the medium, on a separate medium, by download or on the device, or (b) making it available on the Unify website and, in any case, (c) sending it on a medium, at the Customer's request, in exchange for reimbursement of handling/shipping costs. Unify will ensure that (b) and (c) for a particular version of the Software are available for at least three (3)

years, calculated from the date on which the sale of the version in question ends as per the product life cycle policy of Unify.

3.4 OSS and Freeware are licensed without royalties, i.e. there is no cost for providing the OSS and Freeware and for exercising the rights covered by the licence. Reimbursement may be required for costs incurred by Unify in providing the OSS source code on media.

4. Customer Usage Rights

4.1 Base Software License: With a Base Software License the Customer is entitled to a single installation on one server. Depending on the relevant Software, a CAL must be purchased for each Client that accesses the product Instances.

4.2 Single-user Software License: With a single-user Software License, Customer is entitled to a single installation of the Software on a single computer. Additionally, Customer may install one copy of the Software on a server on its internal network, solely for the purpose of downloading and installing the Software on other individual computers connected to its internal network, and provided that this installation routine is permitted by the single-user Software. Depending on the Agreement, the number of single-user Software Licenses purchased by Customer may also establish the maximum number of installations permitted. Any other use of the Software as a single user over a network is prohibited.

5. Delivery

5.1 Unless otherwise agreed in the Agreement, delivery of the Software will be carried out, as chosen, in their sole discretion, by Unify or the relevant Unify Partner, by sending the Software on media or by pre-installing it on a device (for example e.g. server) to the agreed delivery address (physical delivery), or by making the Software available for download by the Customer via an online portal or app store (electronic delivery).

5.2 In order to determine compliance with the delivery dates and for the transfer of risk, in the case of physical delivery the date and time in which Unify transfers the medium or device to the shipper are decisive while, for electronic delivery, the date on which the Software was made available for download is valid, communicating this to the Customer.

5.3 Certain Unify products may be made available under a Software-as-a-Service (SaaS) delivery and licensing model with the product centrally hosted and provided to Customer on a subscription

basis. These products do not include any physical delivery. No usage rights are granted beyond the right to use the applicable SaaS product.

6. Unify Warranty and Responsibility

6.1 Only the Documentation is decisive for the necessary quality and functionality of the Software. Unify is not responsible for any other condition of the Software. In particular, Unify does not represent or warrant (a) that the Software will function in combination with a selection or configuration that has not been solely and freely determined by Unify, (b) that it will run without errors or interruptions, or (c) that it is possible to eliminate all errors in the Software. A technical error in the Software will be considered a Defect only if it causes the software not to conform to the necessary quality and functionality as established by the Documentation.

6.2 Warranty claims and other claims and/or requests for reimbursement of expenses against Unify will only be available to the Customer if they have been agreed in an Agreement that has been entered into directly between Unify and the Customer. If Customer purchased the Software through a Unify Partner, Customer's requirements are set forth in the Unify Partner Agreement. This does not limit Customer's claims under applicable product liability law.

7. Compliance with Export Control and Customs Regulations

7.1 All products, including but not limited to items/goods (“Items”) (goods/hardware, software and technology and/or services) may be subject to export laws and regulations and/or domestic, foreign and international regulations . The Parties acknowledge that violations of such laws and regulations are prohibited and that compliance with applicable rules and regulations, in particular but not limited to export laws, rules, restrictions or regulations of the Federal Republic of Germany, the European Union or the United States of America, must be guaranteed at all times.

7.2 Unify will carry out all necessary and appropriate procedures to apply for the export authorizations required for deliveries to the CUSTOMER, provided that Unify is the legal exporter of record for the deliveries. CUSTOMER will provide assistance, required documentation and certificates required by Unify to obtain required

permits or to review, ensure and document compliance with applicable laws and regulations.

7.3 In case of failure to grant the requested authorizations, granted with delay, granted for a reduced purpose, revoked or not renewed, Unify will not be liable to the Customer. Such events must be considered as a force majeure event.

7.4 Customer must obtain in due course all necessary import codes required for items imported by Unify. Unify will, upon request, provide reasonable assistance and documentation to support the import licensing process. Customer understands that Items supplied under Export License are supplied for a specific User and End User and may be subject to specific terms and conditions. Customer will comply with the contents of applicable government licenses and authorizations and certificates signed in the licensing process (for example, End User Certificates-EUC). Customer will not sell, transfer or render otherwise available items delivered under Export License to any End User, end use or destination that deviates from the contents of the Export License unless such action has been authorized by the competent authority issuing the original export authorization.

7.5 Customer will only transfer, export or re-export items received from Unify to reliable partners. Customer will ensure that the Items are not made available in any way to parties, destinations and End Uses embargoed, barred from commercial activities or otherwise under relevant sanctions by Germany, the European Union, the United States or the United Nations .

7.6 Customer will not re-export any technical information/technology controlled under this Agreement.

7.7 If the items are exported directly to a country outside the EU under the Customer's responsibility, the Customer guarantees direct export from the EU or the country of dispatch without undue delay no later than thirty (30) days from delivery of the items to the Customer or its designated freight forwarder and during the period of validity of the export authorization applicable to the individual export. The customer designates only reliable forwarders (for example: AEO certified) who participate in AES (Automated Export System – an automated process for the European Union). The customer guarantees the correct closure of the respective customs procedure upon exit from the European Union or from the shipping

country. In the event of non-compliance, Customer will be responsible for any additional costs – freight and otherwise – and charges imposed on Unify by the national tax administration.

7.8 Shipments cannot be diverted to destinations other than those indicated in the shipping documentation. This documentation cannot be removed or replaced before the shipment has reached its originally declared destination.

7.9 In the event of re-export of Items by Customer and unless Unify is the legally defined Record Exporter, Customer will be responsible for the overall export process. Customer shall bear all export control related costs for such re-export.

7.10 For the avoidance of doubt and subject to the terms and conditions of this Agreement, Customer transfers Items delivered by Unify or works and services (including all types of technical support) performed by Unify to third parties worldwide, CUSTOMER is the only one to comply with all applicable national, community and international regulations regarding import, export and re-export, if any.

7.11 Customer shall indemnify and hold Unify harmless from and against any and all claims, proceedings, actions, fines, losses, costs and damages arising out of or relating to any failure to comply with export control regulations by Customer, and Customer shall compensate Unify for all resulting losses and expenses.

7.12 The Customer warrants that the Items shall not be used for the design, development or production of any nuclear, military, ballistic, biological or chemical weapon. The customer undertakes to immediately inform Unify in the event of a violation of the aforementioned regulations and/or an investigation conducted by competent national authorities.

7.13 If due to circumstances attributable to the Customer, Unify is questioned by judicial or administrative authorities, the Customer will be held responsible and may be required to compensate Unify for damages caused.

7.14 Unify cannot be held responsible for any regulatory developments, including, but not limited to, revoked authorizations.

7.15 The Customer shall fulfill the obligations set out in this Clause 7 to the Customer Affiliates at all levels by integrating all the requirements set out in this clause, in all agreements signed with end Customers.

8. Evaluation License Conditions

8.1 The terms of this Section apply if Customer has obtained the Software for evaluation purposes and prevail over the remainder of the EULA. For evaluation purposes, the software will only be provided on a temporary basis.

8.2 The Customer may use the Software solely for testing and evaluation purposes, and only for the evaluation period agreed with Unify or the Unify Partner from which the copy of the Software was obtained. At any time, Customer may terminate the evaluation period prior to its expiration by destroying all copies of the Software or returning them to Unify or the Unify Partner.

8.3 Any rights to use the Software will automatically expire (a) if Customer fails to comply with the terms of this EULA and (b) upon expiration of the evaluation period. Customer acknowledges that some products are provided with time-limited license codes that will automatically disable upon expiration of the evaluation period.

8.4 Unless otherwise agreed, during the evaluation period, the Customer is not entitled to receive any form of assistance from Unify or the Unify Partner.

8.5 At any time during the evaluation period, the Customer can upgrade to the normal version; the details of which will be defined with Unify or the Unify Partner.

8.6 Evaluation copies of the Software obtained from Unify are provided "as is" and without any warranty. During the evaluation phase, the Customer uses the Software at its own risk, expense and responsibility. Unify and its suppliers make no warranty as to the performance or results of the use of the Software or any accompanying materials. Neither Unify nor its suppliers make any warranty that the proprietary rights of third parties are not infringed, or that the Software is merchantable or fit for any particular purpose. This does not limit Customers' rights established by law in the event of fraud or willful misconduct.

8.7 Any claims by the Customer for damages or compensation are excluded, regardless of their legal basis and, in particular, resulting from interruption of production, loss of profit, loss of information and data and consequential damages.

9. General conditions

9.1 If individual conditions of this EULA prove to be ineffective or unenforceable from a legal point of view, the validity of the other

license conditions will remain unaffected. The parties will agree to replace the ineffective or unenforceable condition with a condition that is as close in economic terms to the one replaced.

9.2 These License Terms are governed by the substantive law of the country/state governing the agreement and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

9.3 The competent court is that determined in the agreement, except in cases where the applicable law strictly establishes the jurisdiction of another court.

10. Consent to be bound

Customer agrees to be bound by the terms of this EULA and acknowledges that Customer is forming a legally binding contract by one or more of the following methods: a) by executing this EULA, b) by clicking to accept or agree where this option is made available to the customer or c) actually using the software. Customer must print or save a copy of this EULA for Customer's records. If Customer does not agree to any part of this EULA, Customer is not authorized to access or use the Software.

OpenScape Contact Center Dashboard

The program OpenScape Contact Center Extensions is the property of Copyright Unify Software and Solutions GmbH & Co. KG and protected by national and international copyrights.

IMPORTANT – please read carefully:

Read the terms and conditions of this end user license agreement/ end user license terms carefully. You obtain no rights other than those granted to You under this agreement. You will be asked to agree or disagree to these license terms. If You do not agree, the software will not be installed.

PART A: END USER SOFTWARE LICENSE AGREEMENT FOR THE OpenScape Contact Center Extensions

A1 LICENSE DURATION, UTILIZATION RIGHTS

A1.1 You are obliged to ensure, without temporal limitation, that the programs and the program documentation, including duplications thereof, as well as edited, supplemented or otherwise modified copies, are not made available to third-parties without the prior, written permission of Unify. Programs and program documentation may not be duplicated and programs not edited without the prior, written permission of Unify.

A1.2 You will not modify, translate, prepare derivate works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the licensed software. You will not remove any alphanumerical codes, trademarks or proprietary notices. In the event of permitted duplication, all copies made are to be identical to the original and provided with a consecutive number from which the program serial number can also be derived and records can be kept on the location of all copies. These records are to be made accessible to Unify upon request. This Evaluation License Agreement does not entitle You to any support.

A2 LIABILITY

UNIFY GRANTS You ACCESS TO THE PROGRAMS “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER.

THE USER BEARS THE UNLIMITED RISK FOR THE USE OF THE PROGRAM

UNIFY AND ITS SUPPLIERS CANNOT PROVIDE WARRANTY FOR THE PERFORMANCE OR RESULTS ARISING FROM THE USE OF THE PROGRAMS OR ACCOMPANYING MATERIAL. UNIFY AND ITS SUPPLIERS ACCEPT NEITHER EXPRESSLY NOR BY IMPLICATION ANY WARRANTY OR GUARANTEE THAT THIRD-PARTY PROPRIETARY RIGHTS ARE NOT INFRINGED UPON, NOR THAT THE PROGRAMS ARE MARKETABLE OR SUITABLE FOR ANY SPECIFIC PURPOSE.

Compensation claims, regardless of their legal basis, and in particular claims arising from production stoppage, loss of profit, loss of information and data or subsequent damage are ruled out, insofar as liability is not mandatory pursuant, for instance, to the product liability law or in cases of intent, gross negligence, in cases of danger to life, body or health, as a result of accepting a guarantee for the nature of a thing or the violation of major contract obligations. Compensation arising from a breach of fundamental contractual obligations shall, however, be restricted to foreseeable damages typical for the contract, insofar as intent or gross negligence, endangering of life, limb or health or the assurance of the absence of a deficiency do not apply. The aforementioned ruling is not associated with a change in the burden of proof to Your disadvantage.

A3 LICENSES, LEGAL VENUE

A3.1 The export of the software and documents can – as a result of their nature or their intended purpose for example – be subject to approval.

A3.2 With own exports, You commit to pay absolute attention to the export rules, relevant for products, of the EU or the EU-member states as well as the USA.

PART B: END USER LICENSE TERMS OpenScape Contact Center Extensions

I LICENSING OF SOFTWARE

I.1 The Software is not sold, but licensed to You in machine-readable form only. You are only authorized to use the Software if you have concluded a separate Software-Licensing-Contract

(“Contract”) with Unify, a Unify Local Company or an authorized dealer.

I.2 A claim to be handed the source code is excluded.

I.3 Unify and/or its licensors retain all rights and title to the intellectual property of the licensed Software including, but not limited to, all ideas. designs, concepts, object and source code, and functionalities pertaining thereto. The Software is protected by both copyright laws as well as international copyright treaties as well as by other laws and agreements that cover intellectual ownership. Usage of the Software is only permitted under these End User License Terms.

I.4 If freeware and/or Open Source Software (OSS) is embedded or used together with this software and if this freeware and/or OSS is delivered with the Unify software, You will find the necessary information about the used freeware and/or OSS including the respective freeware/OSS-License Terms in the file licenses_addon.pdf.

II DEFINITIONS

II.1 Software includes the entire contents of the files and data media supplied with this “Contract”. These include, among other things computer information and programs from Unify or third parties in object code and associated written explanatory material (documentation).

II.2 In addition, the term Software includes Updates, Upgrades, modified versions, supplements and copies of the Software licensed to You.

II.3 An Update is Software with the focus on bug fixing and if necessary, minor, functional supplements (e.g. additional drivers).

II.4 An Upgrade is a new version / functional expansion, if necessary with bug fixes for old versions, the licensing of which requires a valid license for a defined prior release.

II.5 Client Access License or CAL shall mean a software license for authorizing a Client to use the corresponding Server Software.

II.6 A Client employs the services of a server within a network. Depending on the type of functionalities which the Server Software provides, Clients may be, for example, users, agents, equipment, identities or communication channels, etc. The type of Clients and number of CALs are agreed to in the Contract.

II.7 A Single User Software is a program for installation on a single computer which is not a Server, such as a desktop personal computer, notebook, etc.

II.8 A Server Software is a program which is installed on a Server (host) and which Clients access to use the functionalities of the software product.

II.9 A Server is a physical hardware system capable of running Server Software. A hardware partition or a blade is considered to be a separate hardware system.

III RIGHTS OF USE

III.1 In return for payment as agreed to in the Contract, Unify grants You a non-exclusive, non-transferable, worldwide and limited right to use the software product for internal purposes. The right to use is limited to the agreed period of time, in the absence of such an agreement, the right to use shall be unlimited in time.

III.2 For Single User Software, You may install one copy of the respective software product on a single computer. In addition, You may install a copy of the respective Software on a file server in your own internal network solely to facilitate its distribution to other computers in your internal network up to an agreed number and to install it on them, provided that the specific software product supports such an installation routine. Any other use of Single User Software in a network is prohibited.

III.3 For Server Software, You may install a copy of the respective software product on a single Server, provided that the maximum permissible number of processors per server is not exceeded when using multi-processor servers.

III.4 A Client Access License for the corresponding Server Software is required for every Client that accesses the Server.

III.5 You may not decompile or disassemble the Software, remove any program parts, undertake reverse engineering or otherwise try to derive the source code, except as provided by mandatory law and except to the extent that Unify is legally required to permit such specific activity pursuant to any applicable open source license

III.6 You shall for an unlimited time period keep the Software including copies and documentation confidential. This obligation also applies to the Software in revised, expanded or altered versions.

III.7 You may not lease, lend, sell, sublicense the rights to the Software, transfer, give or assign it to third parties for use, copy the

Software or permit copying of the Software either in part or whole, except in the cases expressly permitted here.

III.8 You shall not make the Software accessible to third parties without prior written consent from Unify. Insofar as Unify, at its sole discretion, consents to passing on, this is on condition that – the third party agrees in writing to the obligations under Clauses I – III, and You transfer the serial number(s), Software and other Software or hardware supplied or packed with the Software or preinstalled on it, including all copies, Updates and earlier versions to this natural person or legal entity, – You do not retain any copies, including backups and other copies stored on a computer, and the recipient accepts the provisions of this contract and other provisions in accordance with which You have legally acquired the Software license, – You notify Unify of the name and address of the recipient of the Software, so that Unify can prepare new activations codes on recipient’s request.

III.9 You may backup data in accordance with the standards of technology and make the necessary backup copies of the Software.

III.10 You shall not remove alphanumeric identification characters, trademarks and copyright notices. With regard to authorized copying, You shall copy it unaltered, give all the copies a consecutive number from which all the Software serial numbers are also to be inferred and record the whereabouts of all copies which Unify may examine on request. Mandatory copyright provisions shall be unaffected.

III.11 Every supplementary program code (e.g. patch) which is made available to You as part of a service or under warranty shall be subject to the conditions of these End User License Terms, unless otherwise agreed to individually.

III.12 Upon delivery and installation of Upgrade or migration versions of Software, You shall have no further rights with regard to the replaced version. Existing copies shall either be destroyed by You with evidence provided or returned to Unify.

III.13 Provided that the Software requires activation, You shall activate the Software within 30 days of its initial installation, only then is the installation complete. The necessary information for this must be entered by You in the manner described in the installation sequence of the Software. After alterations have been made to the

hardware, it may be necessary to reactivate the Software. If activation does not take place within 30 days of initial installation, the Software may be disabled for further use upon expiry of this deadline. By entering a valid activation code which can be requested from Unify at any time upon proof of authorization, however, You have the option of activating the Software again.

IV LIMITED WARRANTY / LIABILITY OF Unify

IV.1 Unify makes no guarantee that the software functions satisfy Your demands, that software products interoperate as selected by You, that these will operate without interruption and without faults or that all software errors can be rectified.

IV.2 Warranty Claims and/or any other claims regardless of the legal ground, against Unify, a Unify Local Company, its vicarious agents or subcontractors are excluded. You are entitled only to those claims, which are agreed to in Your separate Software-Licensing-Contract (see above I.1) with Unify, a Unify Local Company or an authorized Dealer.

V DATA PROTECTION Where personal data will be stored or otherwise processed, Unify will take note of directions from You and take the necessary technical and organizational action to secure the data against misuse. These obligations remain in force even after the contract has ended.

VI EXPORT APPROVALS, GOVERNING LAW, PLACE OF JURISDICTION, LANGUAGE VI.1 The export of the software and documents can – as a result of their nature or their intended purpose for example – be subject to approval.

VI.2 You shall comply absolutely with the export rules, relevant for products, of the EU or the EU-member states as well as the USA.

VI.3 These End User License Terms are governed by German substantive law without reference to its conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, shall not apply. The place of jurisdiction shall be Munich, Germany.

VI.4 If there are any discrepancies between this translation of the End User License Terms and the German original version, the German version shall apply.

OpenScape Contact Center Remote Assistant