§ 1 General, Scope

(1) These General Terms and Conditions of Business and Licensing (hereinafter referred to as "General Licensing Conditions") of SR Software GmbH & Co.KG (hereinafter referred to as "S|R") have as their object the right to use the S|R computer software, the user manual and other associated written material, hereinafter collectively referred to as "Basic Software". In addition, these General Terms and Conditions of Licensing contain provisions on any "Additional Services" that are provided to the user of the Basic Software free of charge and voluntarily and without giving rise to a legal claim on the part of the customer for the duration of the license period, unless separate terms and conditions of use are agreed for these Additional Services in each case. Any "extensions" to the basic software for the integration and optimization of certain service tools will be provided by S|R for a fee. These are also subject to these General License Terms and apply to the contract between the parties, unless independent terms of use are agreed for these in each case.

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(2) Unless reference is made to the individual components, the services designated under (1), such as basic software, additional services and extensions, fall under the overall term "S|R Programs".

(3) S|R points out that according to the state of the art it is not possible to create computer software in such a way that it works error-free in all applications and combinations. Therefore, the subject of this contract is only a program that is basically usable in the sense of the program description and the documentation. S|R points out that an Internet connection is indispensable for the proper use of the basic software together with the associated additional services and extensions.

(4) S|R distributes the S|R programs via software dealers, as well as in direct sales. All claims arising from this contract are always to be asserted against the respective distributor as the contact person. Obligations from a contract are to be fulfilled towards the respective contractual partner.

(5) With the inclusion of these General License Terms, S|R expressly and unequivocally clarifies that these have sole validity with regard to the present contractual relationship. General terms and conditions of the Customer, including those that regulate items not mentioned in these General Terms and Conditions, are not recognized by S|R and are hereby expressly contradicted, unless S|R has expressly agreed to their validity in writing. Should the customer's terms and conditions regulate items to which the following GTC are silent, only the relevant dispositive law shall apply and in no case a condition of the customer deviating from this shall apply. These GTC shall also apply if S|R carries out the delivery to the customer without reservation in the knowledge that the customer's conditions are contrary to or deviate from these GTC.

(6) Furthermore, these license terms, as well as the sales offer itself, are directed exclusively to commercial customers, i.e. entrepreneurs. An entrepreneur is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity (§ 14 BGB). The statutory provisions on business transactions between traders and consumers thus do not apply without exception.

§ 2 Granting of license

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(1) Provided that you have agreed to these General License Terms, have proven the license acquisition at S|R by registration and have paid the agreed license fee to your contractual partner in accordance with the contract, S|R grants you the non-exclusive and non-transferable (with the exception of the following provisions) license to install and use the Basic Software on your compatible computer, not exceeding the maximum number of computers included in the scope of the license. This maximum number of computers is determined at the time you purchase the base software. During the Evaluation Period (as defined below), the Base Software may be installed and used by only one user and on only one computer.

(2) To exercise this right of use, both a previous registration and the full payment of the contractually agreed license fee to your contractual partner are required. The registration takes place once before the first use and is kept afterwards by S|R for the proof of the personal legitimation. The aforementioned transfer of rights of use is therefore made to you under the condition precedent that you have registered the license acquisition with S|R and have paid the agreed license remuneration to your contractual partner. The registration card to be filled in will be presented to you by S|R together with these General License Terms prior to the conclusion of the contract and will be confirmed by you by the acknowledgement of receipt signed separately on the registration card. S|R will provide you with a form for this purpose, which must be signed and returned to S|R by mail or fax. The contact information will be stored at S|R for internal purposes and will not be disclosed to third parties. You accept that during the 30-day period between installation and the successful completion of registration, the software is initially only a test version, as regulated in § 7 of this contract (hereinafter referred to as the "evaluation period"). S|R is entitled to refrain from switching from the test version to a contractual version of the Software or from issuing an activation code if, despite successful registration, you are unable to prove that payment of the license fee has been made to your contractual partner. In this case, S|R is entitled to block your access to affected S|R programs.

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(3) You receive the basic software, which is made available to you in accordance with the provisions of these General License Terms, for use that is not limited in time. At the time of its delivery, the Basic Software will have an update for the then-current "Subscription Period". A subscription period begins on November 1 of each calendar year and ends on October 31 of the following year. The customer receives the right to use this update for the respective current subscription period. Upon termination of the subscription period, the right of use with regard to the update also ends.

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(4)Furthermore, S|R may, at its own discretion, provide additional services free of charge, such as certain functions like the service tool for binding settings or interfaces. Such additional services can be used until the release of a new version of the software at the latest. The Customer has no legal claim to the provision or maintenance of such additional services free of charge.
S|R expressly points out that certain functions or interfaces are only temporarily available and are not included in the S|R support. S|R is not liable for services of third parties that are commissioned by the customer to provide and use these additional services. S|R assumes no liability for transmission errors or for errors or consequential damages resulting from the use of the additional services, whether during or after the expiration of the transfer to the customer.
(5) If an interface is provided to you as a free additional service and you make use of it, S|R points out to you as a precaution that the use of the interface may be subject to its own terms of use, which are to be confirmed via activation.

(6) S|R assumes no liability for the functionality of extensions and all related technical possibilities that only indirectly relate to the use of the S|R programs.

(7) Besides additional services of S|R, specific extensions of the basic software are possible, for example the CheckIn terminal. These additional program functions are made available to you by S|R exclusively for a fee and are covered by these license terms, unless otherwise agreed, . These extensions will be invoiced annually on the basis of an activation fee and an annual usage fee. S|R reserves the right to use additional license terms for these extensions, which you must confirm separately.

(8) You as a customer receive a limited right of use to additional services and extensions. In the absence of an agreement to the contrary between the parties, this right of use shall also be limited in time to the subscription period current at the time of the respective order. Upon termination of this subscription period, the right to use additional services and extensions shall also end.

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(9) You are entitled to install the S|R programs on a file server, for example for use on your intranet, and to download and install them from there on the maximum number of computers within this network specified in the license. Any other network use is prohibited; this includes, but is not limited to, direct use or use of the S|R Programs via commands, data or instructions from or to a computer that is not part of your internal network, use for Internet or web hosting services, and use by a user who is not authorized to use the S|R Programs under a valid license from S|R.

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(10) However, the number of users accessing the S|R Program through a network or terminal server may not exceed the maximum number of users included in the license scope. S|R makes no representations or warranties about the performance of the S|R Program in a terminal server environment.

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§ 3 Ownership

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This Agreement grants you only the right to use the S|R Programs as intended. The copyright and all related rights in the S|R Programs shall remain with S|R. However, notwithstanding such rights in the Programs, all documents, files, stylesheets, generated program code (this includes unrestricted source code), and schemas that you create or generate using the S|R Programs are owned by you in accordance with the related documentation and the terms of this License Agreement.

§ 4 Reproduction Rights, Processing Rights

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(1) You may reproduce the S|R Programs to the extent that the particular reproduction is necessary for their use. Necessary duplications include their installation as well as loading them into the working memory.

(2) In addition, you may make a duplication for backup purposes. However, only one backup copy may be made and kept at any one time. This backup copy must be marked as such of the basic software provided.(3) You may not make any further copies, which also include outputting the program code to a printer and photocopying the manual.
(4) All processing rights beyond the intended processing of the S|R programs and the purposes intended with them are excluded.

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§ 5 Multiple Uses and Network Usage

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(1) You may use the S|R Programs on any hardware available to you within the scope of the license granted to you. However, if you change the hardware, you must delete the S|R programs from the mass memory of the hardware previously used. Simultaneous storage, keeping in stock or use on more than one hardware is not permitted, unless this is expressly agreed otherwise in the contract. (2) The use of the licensed S|R programs within a network or other multi-station computer system is not permitted if this creates the possibility of simultaneous multiple use of the S|R programs without a corresponding license. If you wish to use the S|R programs within a network or other multi-station computer systems, you must prevent simultaneous multiple use by means of access protection mechanisms or pay a special network fee, the amount of which is determined by the number of users connected to the computer system.
(3) The network fee to be paid in the individual case will be communicated to you by S|R immediately as soon as you have notified S|R in writing of the planned network use including the number of connected users. The address of S|R can be found in the user manual. Use in such a network or multi-station computer system is not permitted until the network fee has been paid in full.
(4) If your conduct or the actual circumstances have given rise to reasonable suspicion with regard to the aforementioned multiple use, you are fully obligated to provide S|R with information. In the event of corresponding proof of unauthorized multiple use, you shall be liable for damages in the full statutory amount.

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§ 6 Decompilation and Program Modifications

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(1) The customer may not make any changes to the S|R programs unless these are necessary for the intended use. A change or reworking is permissible if it is necessary for the elimination of a defect and the respective distributor is in default with the correction of the defect, refuses the elimination of the defect without justification or is unable to eliminate the defect without delay for other reasons attributable to his area of responsibility.

(2) The customer may not commission any third parties who are competitors of the respective sales partner with measures according to Paragraph 1, unless the customer proves that the risk of disclosure of important trade and business secrets of the respective sales partner (in particular of functions and design of the program) is excluded.

(3) Decompilation of the Program shall only be permissible if the prerequisites and conditions specified in Section 69 e (1) UrhG are met. The information thus obtained may not be used or disclosed contrary to the requirements of Section 69 e (2) UrhG.

(4) You may not under any circumstances remove or alter copyright notices, serial numbers or other features serving to identify the software.

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§ 7 Unlock Codes, Upgrades and Updates

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Before you purchase S|R Programs or as part of your registration for the thirty (30) day evaluation period, you will receive an evaluation unlock code. If you subsequently decide to purchase the base software, additional services or enhancements from S|R or an authorized distributor, you will receive an unrestricted unlock code on the condition that the contractually agreed license fee has been paid in full to your contractual partner. With this unlock code you can activate the basic software after the evaluation period. You may not grant any licenses to activation codes and you may not reproduce or distribute activation codes without the express written consent of S|R. If the Base Software for which you have purchased a license is an upgrade or update, it will replace all or part of the previous version of the licensed Base Software, depending on the scope of the upgrade or update. The applicable Upgrade or Update and its associated Unlock Code do not grant a second license to the Base Software, and you may not use the Upgrade or Update in addition to the Base Software it replaces. You agree that the use of any Upgrade or Update will terminate your right to use any prior version of the Base Software (or any portion thereof)

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§ 8 Warranty

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Claims for defects in the Basic Software must be made to the respective dealer who sold you the Basic Software.

(1) Defects in the basic software supplied, including the manuals and other documents, shall be remedied within a warranty period of twelve months from delivery after the customer has notified us accordingly. In principle, the right of choice of the distributor or, in the case of direct purchase, of the manufacturer applies with regard to the elimination of defects through free rectification or replacement delivery.

(2) If the defect cannot be remedied within a reasonable period of time or if the rectification of the defect or replacement delivery is to be regarded as having failed for other reasons, you as the customer may, at your option, demand a reduction of the remuneration (abatement) or the rescission of the contract (withdrawal). A failure of the rectification or replacement delivery is only to be assumed if the respective seller was given sufficient opportunity to rectify or replace, if it is impossible, if it is refused or unreasonably delayed by the seller, if there are reasonable doubts regarding the prospects of success or if there is an unreasonableness for other reasons.

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(3) The Seller reserves the right to remedy the claimed defect twice by way of subsequent performance. Only if both attempts to remedy the defect are unsuccessful, the assertion of other warranty rights (damages, rescission) is possible, but only to the extent set out here.

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(4) An Internet connection is required in each case for the rectification of defects. It shall be ensured that an active and permanent Internet connection is guaranteed during the rectification of defects, whether by remote maintenance or in direct customer contact.

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(5) For warranty rights with regard to additional tools subject to a charge, the above shall apply accordingly, unless otherwise agreed for these additional services.

(6) For the free additional services, any warranty is excluded in principle and without exception.

§ 9 Liability and rights of third parties

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(1) Insofar as nothing to the contrary results from the following provisions, any further claims on your part - regardless of the legal grounds - are excluded. In particular, S|R is not liable for lost profits or other financial losses asserted by you. Exclusion also applies in particular to claims for culpa in contrahendo, breach of collateral duties and producer's liability according to § 823 BGB. This exclusion of liability does not apply if the breach of duty is based on intent or gross negligence, unless the breach of duty is based on the breach of a cardinal obligation. Cardinal obligations are those obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely.

(2) If S|R negligently breaches a material contractual obligation, S|R's liability to pay compensation for property damage is limited to the compensation provided by S|R's product liability insurance as well as to such damage that was foreseeable at the time of the conclusion of the contract, or that lies outside the scope of software defect liability that cannot be excluded according to the state of the art. The above exclusions and limitations of liability shall not apply to claims under the Product Liability Act or due to initial inability or due to impossibility for which we are responsible as well as to injuries to life, body and health. Insofar as liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

(3) The calculation of the ski binding release value is not a cardinal obligation, so that S|R assumes no liability for a possible incorrect calculation. The calculation of the ski binding release value is made on the basis of the given customer data and must in principle be checked by the person who makes the binding adjustment on the basis of the valid regulations. Any liability of S|R or the seller for damages or resulting consequential damages that occur due to an incorrect ski binding release value is therefore excluded.

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(4) S|R will indemnify, defend and hold you harmless from and against, or settle, any and all claims, suits or proceedings brought against you by third parties alleging that the content of the Software infringes any copyright or violates any intellectual or other property right protected by the laws of the Federal Republic of Germany (collectively, "Claims"). However, unless expressly provided otherwise, this shall only occur to the extent that the relevant Claim arises directly from the use of the Software and subject to the limitations set forth in Section 5 of this Agreement. S|R shall be notified of any claim within ten (10) business days after you are first notified thereof. In addition, you shall reasonably cooperate with S|R in the defense of any such claim and assist S|R in doing so without incurring any costs. The right to make decisions with respect to such claims shall be vested solely in S|R (including, without limitation, the selection of legal counsel and the right to settle on your behalf on such terms as S|R deems appropriate). You may retain legal counsel at your own expense and participate in any procedural or settlement negotiations. S|R shall be liable for the damages, costs and attorneys' fees you are obligated to pay (or are obligated to pay as a result of a settlement) in connection with any such claim, up to an aggregate maximum of the purchase price of the Software, to the extent such damages, costs and attorneys' fees are not paid by insurance or a third party. If the Software is or becomes subject to claims of copyright infringement, or if its use is enjoined, or if in the opinion of S|R's legal counsel it is likely that such a circumstance will occur, S|R will attempt to effect a settlement by using commercially reasonable efforts to modify the Software or to obtain a license to continue using the Software. If, in the opinion of S|R's legal counsel, it is not possible to settle the pending or previously presented claim or injunction prohibiting use of the Software by reasonable modification or acquisition of a license, S|R may terminate this License Agreement without adverse consequence to S|R and refund to you on a pro rata basis any fees already paid to S|R. EXCEPT AS PROVIDED ABOVE, S|R SHALL NOT BE LIABLE FOR ANY CLAIMS RELATING TO COPYRIGHT INFRINGEMENTS. This liability obligation does not apply to copyright infringement resulting solely from elements or other actions contributed by the customer.

§ 10 Duty of examination and notification

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(1) As a customer, you are obliged to immediately test the S|R programs for functionality and compatibility with your operating system. Obvious defects are to be reported in writing to the respective dealer within two weeks after delivery.

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(2) S|R does not guarantee that the S|R programs meet the requirements of the purchaser or that they work together with other programs or products selected by the purchaser that go beyond the contractual use of the basic software.

(2) Defects that are not obvious must be reported to the responsible distributor, or in the case of direct purchase of S|R directly to the manufacturer, within two weeks of their discovery.

(3) The defects, in particular the symptoms that have occurred, must be described as precisely as possible.

(4) In the event of a breach of the duty to examine and give notice of defects, the basic software shall be deemed to have been approved in view of the defect in question in accordance with Section 377 (2) of the German Commercial Code.

§ 11 Written form

All agreements that involve a change, addition or concretization of these license conditions, as well as special assurances and arrangements, require the mutual and express agreement between the parties. Communication via e-mail or fax shall be sufficient to comply with this requirement.

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§ 12 Choice of law

The parties agree with regard to all legal relations arising from this contractual relationship that the law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

§ 13 Jurisdiction

If you are a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the respective registered office of S|R shall be decisive as the place of jurisdiction for all disputes arising in the course of the performance of this contractual relationship and shall be deemed to have been agreed to this extent.

§ 14 Severability clause

Should any of these provisions of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions. Rather, the contracting parties shall cooperate to replace the invalid provision with a legally permissible and effective provision that is suitable to achieve the success intended by the invalid provision. If this fails, the invalid provision shall be replaced by the statutory provision. The foregoing shall apply mutatis mutandis to the filling of contractual gaps.

As of August 2018

left;">§ 3 Ownership

This Agreement grants you only the right to use the S|R Programs as intended. The copyright and all related rights in the S|R Programs shall remain with S|R. However, notwithstanding such rights in the Programs, all documents, files, stylesheets, generated program code (this includes unrestricted source code), and schemas that you create or generate using the S|R Programs are owned by you in accordance with the related documentation and the terms of this License Agreement.

§ 4 Reproduction Rights, Editing Rights

(1) You may reproduce the S|R Programs to the extent that the particular reproduction is necessary for their use. Necessary duplications include their installation as well as their loading into the working memory.

(2) In addition, you may make a duplication for backup purposes. However, only one backup copy may be made and kept at a time. This backup copy must be marked as such of the basic software provided.(3) You may not make further copies, which also include outputting the program code to a printer and photocopying the manual.
(4) All editing rights beyond the intended editing of the S|R programs and the purposes intended with them are excluded.

§ 5 Multiple Uses and Network Use

(1) You may use the S|R programs within the scope of the license granted to you on any hardware available to you. However, if you change the hardware, you must delete the S|R programs from the mass memory of the hardware previously used. Simultaneous storage, stocking or use on more than one hardware is not permitted, unless this is expressly agreed otherwise in the contract.
(2) The use of the S|R programs within a network or other multi-station computer system is not permitted if this creates the possibility of simultaneous multiple use of the S|R programs without a corresponding license. If you wish to use the S|R programs within a network or other multi-station computer systems, you must prevent simultaneous multiple use by means of access protection mechanisms or pay a special network fee, the amount of which is determined by the number of users connected to the computer system.
(3) The network fee to be paid in the individual case will be communicated to you by S|R immediately as soon as you have notified S|R in writing of the planned network use including the number of connected users. The address of S|R can be found in the user manual. Use in such a network or multi-station computer system is only permitted after the network fee has been paid in full.
(4) If your conduct or the actual circumstances have given rise to reasonable suspicion with regard to the aforementioned multiple use, you are fully obligated to provide S|R with information. In the event of corresponding proof of unauthorized multiple use, you are liable for damages in the full statutory amount.

§ 6 Decompilation and Program Modifications

(1) The customer may not make any modifications to the S|R programs unless these are necessary for the intended use. A change or reworking is permissible if it is necessary for the elimination of a defect and the respective distribution partner is in default with the correction of the defect, refuses the elimination of the defect without justification or is unable to eliminate the defect immediately for other reasons attributable to his area of responsibility.

(2) The customer may not entrust measures according to para. 1 to third parties who are competitors of the respective distribution partner, unless he can prove that the risk of disclosure of important trade and business secrets of the respective distribution partner (in particular of functions and design of the program) is excluded.

(3) Decompilation of the program is only permitted if the prerequisites and conditions specified in Section 69 e (1) UrhG are met. The information obtained in this way may not be used or passed on contrary to the requirements of Section 69 e (2) UrhG.

(4) You may not remove or change copyright notices, serial numbers or other features serving to identify the software under any circumstances.

§ 7 Unlock Codes, Upgrades and Updates

Before you purchase S|R Programs or as part of your registration for the evaluation period of thirty (30) days, you will receive an evaluation unlock code. If you subsequently decide to purchase the base software, additional services or enhancements from S|R or an authorized distributor, you will receive an unrestricted unlock code on the condition that the contractually agreed license fee has been paid in full to your contractual partner. With this unlock code you can activate the basic software after the evaluation period. You may not grant any licenses to activation codes and you may not reproduce or distribute activation codes without the express written consent of S|R. If the Base Software for which you have purchased a license is an upgrade or update, it will replace all or part of the previous version of the licensed Base Software, depending on the scope of the upgrade or update. The applicable Upgrade or Update and its associated Unlock Code do not grant a second license to the Base Software, and you may not use the Upgrade or Update in addition to the Base Software it replaces. You agree that the use of any Upgrade or Update will terminate your right to use any prior version of the Base Software (or any portion of the Software).

§ 8 Warranty

Claims for defects in the Base Software must be made to the applicable dealer who sold you the Base Software.

(1) Defects in the basic software supplied, including the manuals and other documents, shall be remedied within a warranty period of twelve months from delivery after the customer has notified us accordingly. In principle, the right of choice of the distributor or, in the case of direct purchase, of the manufacturer applies with regard to the elimination of defects by means of free rectification or replacement delivery.

(2) If the defect cannot be rectified within a reasonable period of time or if the rectification or replacement delivery is to be regarded as having failed for other reasons, you as the customer may, at your discretion, demand a reduction of the remuneration (abatement) or the rescission of the contract (withdrawal). A failure of the rectification or replacement delivery is only to be assumed if the respective seller was given sufficient opportunity to rectify or replace the defect, if it is impossible, if it is refused or unreasonably delayed by the seller, if there are reasonable doubts regarding the prospects of success or if there is an unreasonableness for other reasons.

(3) The seller reserves the right to rectify the claimed defect twice by way of subsequent performance. Only if both attempts to remedy the defect are unsuccessful, the assertion of other warranty rights (damages, rescission) is possible, but only to the extent set out here.

(4) For the removal of the defects, an Internet connection is required in each case. It must be ensured that an active and permanent Internet connection is guaranteed during the rectification of defects, whether by remote maintenance or in direct customer contact.

(5) For warranty rights with regard to additional tools subject to a charge, the above statements shall apply accordingly, unless otherwise agreed for these additional services.

(6) For the free additional services, any warranty is excluded in principle and without exception.

§ 9 Liability and rights of third parties

(1) Unless otherwise stated in the following provisions, further claims from your side - regardless of the legal grounds - are excluded. In particular, S|R shall not be liable for any loss of profit or other financial losses asserted by you. Exclusion also applies in particular to claims for culpa in contrahendo, breach of collateral duties and producer's liability according to § 823 BGB. This exclusion of liability does not apply if the breach of duty is based on intent or gross negligence, unless the breach of duty is based on the breach of a cardinal obligation. Cardinal obligations are those obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely.

(2) If S|R negligently breaches a material contractual obligation, S|R's liability to pay compensation for property damage is limited to the compensation provided by S|R's product liability insurance as well as to such damage that was foreseeable at the time of the conclusion of the contract, or that lies outside the scope of software defect liability that cannot be excluded according to the state of the art. The above exclusions and limitations of liability shall not apply to claims under the Product Liability Act or due to initial inability or due to impossibility for which we are responsible as well as to injuries to life, body and health. Insofar as liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

(3) The calculation of the ski binding release value is not a cardinal obligation, so S|R assumes no liability for a possible incorrect calculation. The calculation of the ski binding release value is made on the basis of the given customer data and must in principle be checked by the person who makes the binding adjustment on the basis of the valid regulations. Any liability of S|R or the seller due to damages or resulting consequential damages that occur due to an incorrect ski binding release value is therefore excluded.

(4) S|R will indemnify and hold you harmless from and against any and all claims, suits or proceedings, or will settle any claim, suit or proceeding brought against you by any third party alleging that the content of the Software infringes any copyright or violates any intellectual or other property right protected by the laws of the Federal Republic of Germany (collectively, "Claims"). However, unless expressly provided otherwise, this shall only occur to the extent that the relevant Claim arises directly from the use of the Software and subject to the limitations set forth in Section 5 of this Agreement. S|R shall be notified of any claim within ten (10) business days after you are first notified thereof. In addition, you shall reasonably cooperate with S|R in the defense of any such claim and assist S|R in doing so without incurring any costs. The right to make decisions with respect to such claims shall be vested solely in S|R (including, without limitation, the selection of legal counsel and the right to settle on your behalf on such terms as S|R deems appropriate). You may retain legal counsel at your own expense and participate in any procedural or settlement negotiations. S|R shall be liable for the damages, costs and attorneys' fees you are obligated to pay (or are obligated to pay as a result of a settlement) in connection with any such claim, up to an aggregate maximum of the purchase price of the Software, to the extent such damages, costs and attorneys' fees are not paid by insurance or a third party. If the Software is or becomes subject to claims of copyright infringement, or if its use is enjoined, or if in the opinion of S|R's legal counsel it is likely that such a circumstance will occur, S|R will attempt to effect a settlement by using commercially reasonable efforts to modify the Software or to obtain a license to continue using the Software. If, in the opinion of S|R's legal counsel, it is not possible to settle the pending or previously presented claim or injunction prohibiting use of the Software by reasonable modification or acquisition of a license, S|R may terminate this License Agreement without adverse consequence to S|R and refund to you on a pro rata basis any fees already paid to S|R. EXCEPT AS PROVIDED ABOVE, S|R SHALL NOT BE LIABLE FOR ANY CLAIMS RELATING TO COPYRIGHT INFRINGEMENTS. This liability obligation does not apply to copyright infringement resulting solely from elements or other actions contributed by Customer.

§ 10 Duty of examination and notification

(1) As a customer, you are obliged to immediately analyze the S|R programs for their functionality and compatibility with your operating system. Obvious defects must be reported in writing to the respective dealer within two weeks after delivery.

(2) S|R does not guarantee that the S|R programs meet the requirements of the purchaser or work together with other programs or products selected by him, which go beyond the contractual use of the basic software.

(2) Defects that are not obvious must be reported to the responsible distributor, or in the case of direct purchase from S|R directly to the manufacturer, within two weeks of discovery.

(3) The defects, in particular the symptoms that have occurred, must be described as precisely as possible.

(4) In the event of a breach of the obligation to analyze and give notice of defects, the Basic Software shall be deemed to have been approved in view of the defect in question in accordance with Section 377 (2) of the German Commercial Code (HGB).

§ 11 Written form

All agreements that contain a change, addition or concretization of these license conditions, as well as special assurances and arrangements require the mutual and explicit agreement between the parties. For the observance of this requirement, communication via e-mail or fax is sufficient.

§ 12 Choice of Law

The parties agree with regard to all legal relations arising from this contractual relationship that the law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.

§ 13 Jurisdiction

If you are a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the respective registered office of S|R shall be decisive as the place of jurisdiction for all disputes arising in the course of the performance of this contractual relationship and shall be deemed agreed in this respect.

§ 14 Severability clause

Should any of these provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. Rather, the contracting parties shall cooperate to replace the invalid provision with a legally permissible and effective provision that is suitable to achieve the success intended by the invalid provision. If this fails, the invalid provision shall be replaced by the statutory provision. The foregoing shall apply mutatis mutandis to the filling of contractual gaps.