LANCOM Management Cloud (PUBLIC / PRIVATE)

Channel License Agreement (CLA)

Status: 03.01.2019 [Version: V 3.0]

Terminology:

Administrators: Representatives of organizations or end users who act in their own name for
their respective organizations or in the case of self-employment or private use
(short form: (ADMINs). See also -> ORGA-ADMIN -> PROJEKT-ADMIN

Provider: In the case of a PUBLIC Cloud, LANCOM Systems GmbH (hereinafter:

LANCOM), based in 52146 Wuerselen, Germany; in case of a PRIVATE Cloud
the operator of the LMC (i.e. either an organization or the end user itself).

End users: Users, provided that they are the administrator (s) for their project.

Customers: License holder of LANCOM

LMC: LANCOM Management Cloud

Users: Persons and companies who have a user account for registration at the LMC or
who have received an invitation to create a user account and have accepted the
invitation after acknowledgement and confirmation of these terms of use.

Organization: Legal or natural persons to whom LANCOM has given the right to create an
organizational account (ORGA account) or for whom LANCOM Systems has
created one such. Typical organizations are: System houses / Retailers /
Service providers / End users.

ORGA-Account: The access to the LMC, which is provided by LANCOM to an organization,

managed by the ORGA admins.

ORGA-ADMIN: The person responsible for the use of the LMC and execution of the contract
within an organization.

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PRIVATE Cloud: Model of the LMC, which is operated on an infrastructure provided by the
organization or the end user

Projects: Cloud solutions created within an organization for an end user and licensed for
this, regularly managed by a PROJEKT admin

PROJECT-ADMIN: Responsible person within a project.

PUBLIC Cloud: Model of the LMC, which is operated on systems provided by LANCOM.

Partner companies: Contract partner of LANCOM, who in individual cases look after the rights and
obligations from these terms of use for the user.

1. Introduction

This document specifies the license terms of the LANCOM Systems GmbH (LANCOM) for the use of the
LANCOM Management Cloud (LMC) in the licensing variant "Channel License Agreement (CLA)" by
the customer. The following license terms apply both to the licensing of the PUBLIC version of the LMC
provided by LANCOM and to the licensing of private entities of the LMC. In addition, the terms of use for
organizations and end users as well as the conditions for users of the LMC apply.

2. Prerequisite for using the LANCOM Management Cloud

2.1 Use of the LMC requires licensing. Licensing is based on the licensing of all devices connected to an
LMC project. A licensor must be established for licensing by the customer (hereinafter: ORGA-ADMIN or
PROJECT-ADMIN).

2.2 LANCOM provides all agreed services and guarantees exclusively within the scope of correctly and
fully licensed LMC projects.

2.3 The customer will be granted exclusive rights of use for the duration of the licensing of a project. No
further rights are acquired.

2.4 Organizational owners may transfer the right of use to the respective project owners (e.g. end
customers).

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3. License Procedure "Channel License Agreement (CLA)"

3.1 The licensing in the CLA takes place "Up-Front" at the device level or functional level within the
respective projects. All corresponding devices/functions are provided within a runtime (e.g. 1, 3 or 5 years).
The devices/functions to be licensed are divided into different license categories. The licensee is
responsible for the acquisition of the license required for the hardware or software.

3.2 Licenses are transferred via license key. A key can also contain several licenses of a category.

3.3 License keys are basically linked to a project with an unique project ID and cannot be moved between
LMC projects.

3.4 License keys can be ordered from LANCOM sales partners (distributors or retailers/system houses),
specifying the respective LMC project number and an email address to which the licenses have to be sent.
A current list of LANCOM sales partners is available at www.lancom-systems.com. The license keys are
delivered directly by LANCOM to the email address transmitted during the ordering process.

3.5 License keys are specifically issued for a particular LMC project. It is not possible to use it in other
projects or to transfer. The customer must ensure that the ordering party submits the correct and complete
LMC project ID to the distribution when placing the order. Otherwise, licensing is not possible. Exceptions
to this can be TEST or DEMO license keys, which can also be created independent of the project.

3.6 After receiving the license key, this is imported by an LMC project administrator into the license pool
of the respective project, whereby these license conditions are accepted. The import is only once available.

3.7 Returning license keys is only possible if they have not yet been imported into the license pool of a
project.

3.8 Licenses, which are located in the license pool, do not expire unless the corresponding project is
deleted.

3.9 The individual devices / functions are supplied with licenses from the license pool. The moment a
license is taken out of the pool, it becomes invalid and its corresponding validity is transmitted within a few
days to the respective device / function.

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3.10 After assigning to a device / function, the license day counter starts counting down. A device or a
function is licensed as long as the day counter shows 0 or more days of license time.

3.11 Licensed devices / functions of a category can be matched to one another with regard to their runtime.
At request of the project administrator, the remaining time of selected devices is added and distributed
evenly to all devices.

3.12 Licensed devices may also be moved to other projects of the same organization or parked in the
organization. They retain the respective remaining term of the license. If a device is parked in the
organization, the remaining time does not decrease any further.

3.13 An existing time remaining can be released from a device. In this case, a new key with the respective
category and remaining time is generated in the license pool. The license contained herein may then be
assigned to another device.

3.14 Within a service operation (device replacement), the remaining time can be transferred from one
device to another (assuming the same license category).

4. Use of no or no more licensed devices

4.1 The LMC may only be used with correct and complete licensing.

4.2 Devices or functions which do not have valid licensing cannot be used via the LMC.

4.3 If functions in the respective devices are licensed directly or indirectly through the LMC, these functions
will be deactivated immediately or at a later time after the license has expired.

4.4 Independent of that, all devices outside the LMC can be used separately without the use of LMC
functions.

5. Other regulations

5.1 If the customer violates the provisions of this CLA or contrary to essential terms of use, LANCOM shall
be entitled not to issue additional license keys for existing projects or to restrict the right to create projects.
This is particularly true but not exclusively if:

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- the customer projects are not properly licensed,

- the customer is in default with respect to the license key already delivered or

- the customer carries out or permits an improper use

LANCOM will first notify the customer of the above measures and give him the opportunity to stop the
disapproving behaviour. This does not apply in case of danger in delay or blatant violations.

6. Liability

6.1 No liability is accepted for instances of ordinary negligence. Otherwise, the liability of LANCOM for
damage caused by its negligence is limited to that damage typically anticipated in connection with the
contractual relationship in question (typical foreseeable damage). This also applies to ordinary negligent
breaches of duty on the part of legal representatives, executive managers and ordinary vicarious agents.

6.2 Liability according to Section 536a (1) German Civil Code (Bürgerliches Gesetzbuch, "BGB") is
excluded (liability for guarantees in lease arrangements).

6.3 Liability is not accepted in the event that the license is not adequate in scope and/or for the misuse
and/or non-designated use of the LMC.

6.4 Services or guarantees are not confirmed by TEST or DEMO licenses (for test purposes).

6.5 The aforementioned disclaimers do not apply to instances of death or personal injury, or in cases of
deceitfulness. The liability of LANCOM remains unaffected for breaches of warranties, or for other claims
under the product liability laws.

6.6 The contracting parties shall not be liable to each other for breach of contractual obligations insofar as
their breach is due to force majeure. In particular, “force majeure” shall mean external attacks on IT
systems, which, according to the current state of the art, cannot be prevented with technically and
economically reasonable efforts, as well as power outages and the failure of telecommunications lines
outside the responsibility of the parties. As long as a force majeure event continues, the party obliged to
provide the services shall be exempt from its obligation, provided that it has taken all reasonable measures
to resume the provision of services.

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7. Non-conforming use, Damages

In the event of unauthorised use of a contractual service in the area of responsibility of the organization,
the organization shall pay, in each case, compensation in the amount of the remuneration that would have
been incurred for the contractual use within the minimum contract period applicable to this service. Proof
that the organization is not responsible for the unauthorised use remains reserved to the organization. The
provider remains entitled to claim further damages.

8. Validity of the General Terms and Conditions

The following supplementary documents also apply:

● the Terms and Conditions of LANCOM Systems GmbH

● the Terms of Use of LANCOM Systems GmbH for organizations and end customers
● the Terms of Use of the LANCOM Systems GmbH for users of the LANCOM Management Cloud
● the Private LMC Agreement of LANCOM Systems GmbH (if applicable)

9. Applicable Law and Jurisdiction

This agreement shall be governed by the laws of the Federal Republic of Germany. Any disputes between
the parties relating to the validity, interpretation or implementation of the agreement shall be settled by the
competent commercial court of Aachen.

10. Final provisions

10.1 Subsequent changes may be necessary for structural, technical, organisational or legal reasons, as
well as for the further development of the LMC. LANCOM reserves the right to make changes to the terms
of the licence, terms of use or data privacy at any time. Conditions shall take effect for a project upon their
first confirmation when new license keys are imported.

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10.2 If any of the individual provisions of this Agreement are wholly or partially unenforceable, the
remainder of the Agreement will nevertheless remain valid. Any unenforceable provisions will be replaced
by the contractual partners, such that the intended economic purpose pursued by way of this Agreement
is achieved insofar as possible. The preceding provision will also apply to any gaps in the provisions of
this contract not intended by the contractual partners.

10.3 Amendments or additions as well as terminations to this Agreement or any other relevant declarations
pr other notices to terminate the contract must be made in writing in accordance with Section 126 BGB.
Otherwise "text form” pursuant to Section 126 b BGB (e.g. fax and email) will suffice, wherever this
Agreement demands the written form. This applies equally to the nullification of requirement of the written
form.

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