.

GENERAL TERMS-AGREEMENT OF THE SOFTWARE AS A SERVICE-AGREEMENT (the "GT Agreement") is attached as a schedule to this certain SaaS Agreement (the "SaaS Agreement", and, together with the GT Agreement, the "Agreements") dated among

  1. FOEX GmbH , an Austrian limited liability company, with its seat in Perchtoldsdorf, and its business address Aspettenstraße 48, 2380 Perchtoldsdorf, Austria, registered with the Regional Court of Wiener Neustadt (Landesgericht Wiener Neustadt) under FN 380949w ("FOEX"); and
  2. Client
ART. I - DEFINITIONS

§1.1 Capitalized terms used herein have the meaning assigned thereto in Schedule § 1.1 or assigned to them in the SaaS Agreement.

ART. II - SOFTWARE AS A SERVICE

§2.1 License Grant

(a)FOEX hereby grants to Client and Client hereby accepts a non-exclusive, non-perpetual, terminable, and non-transferable right, except as provided for in § 12.3, to permit a number of its developers (“Authorized Users") equal to the Number of Subscriptions purchased by Client in accordance with the SaaS Agreement to access and use the Software in the Territory for its internal use, in accordance with the terms of the Agreements and pursuant to the identified Metrics, during the term of the Agreements, as set forth in more detail in Schedule § 2.1(a). Client's rights under the Agreements will automatically terminate upon expiration of or termination of the Agreements.

(b)Client agrees that its subscriptions hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by FOEX regarding future functionality of features of the Software.

(c) With respect to Authorized Users, Client undertakes that

i. The maximum number of developers of Client that it allows to access and use the Software and the Documentation shall not exceed the Number of Subscriptions; provided that Client shall enable FOEX to audit compliance with this § 2.1(c)i at any time upon FOEX's request;

ii. In case FOEX provided to Client a password for an Authorized User for use of the Software and Documentation, it will keep, and cause each Authorized User to keep, such password secure; and

iii. Authorized Users shall not be permitted to share any designated subscriptions for their use of the Software and Documentation with other Authorized Users, unless subscriptions are being reassigned from an Authorized User to another Authorized User.

§2.2 Additional Purchases

(a) Client may, from time to time during any Payment Period, purchase additional Subscriptions by written notice to FOEX. Upon receipt of such notice, FOEX shall promptly confirm in the then-current Number of Subscriptions by providing a new version of the SaaS Agreement per email and on the Website, that becomes a part of the Agreements.

(b) Client may use the additional Subscriptions to access and use the Software according to § 2.1(a) after the receipt of a confirmation of FOEX.

§2.3 Object Code. The computer programs comprising the Software will be supplied in the form of a software download only. This download contains the necessary installation routines to setup the software on a target system.

ART. III - FEES AND EXPENSES

§3.1 Payment Terms. In exchange for FOEX's provision of the Software as a Service in accordance with Schedule § 2.1(a), Client shall pay the SaaS Fee plus VAT, if applicable, in advance on the first day of the first calendar month following the date hereof, and shall thereafter become due upon completion of each Payment Period.

§3.2 FOEX may change the SaaS Fee from time to time (the "New Fees") and provide Client the latest version on FOEX's Website. FOEX shall notify Client of the New Fees per email. The New Fees become part of the Agreements after the expiration of the then current Term.

§3.3 Unauthorized Use of Software. If any fault or problem is found under investigation to be due to unauthorized use of the Software, Client shall pay FOEX all reasonable costs and expenses incurred by FOEX in consequence of such investigation, calculated on a time and materials basis at FOEX's then prevailing rates.

ART. IV - SOFTWARE SUPPORT AND MAINTENANCE

§4.1 Basic Support. Subject to § 4.2, FOEX shall provide to Client the maintenance and support services in the Forum, as it pertains to the Software. FOEX shall use reasonable efforts to diligently answer any Client questions in the Forum, but Client shall have no right to rely on any advice obtained in this way (the “Basic Support”).

§4.2 Additional Support and Maintenance Services.

(a) Notwithstanding § 4.1, Client shall be entitled to purchase Maintenance Credits according to the terms and conditions set forth on the Website.

(b)Client may use the Maintenance Credits as set forth in Schedule § 4.2(b).

(c)FOEX may change the prices of the Additional Support and Maintenance Services (the "New Prices") from time to time and provide Client the latest version on FOEX's Website. FOEX shall notify Client of the New Prices per email. The New Prices become part of the Agreements after the expiration of the then current Term.

§4.3 Exclusions. The Software Support and Maintenance Service according to this ART. IV shall not include the diagnosis and rectification of any fault resulting from:

(a) Modification of the Software without FOEX's approval;

(b) Accident, neglect, misuse, failure of electrical power, air conditioning, static electricity, humidity control, transportation, or causes other than ordinary use; or

(c) The Software being serviced or maintained by other than FOEX personnel without the prior written consent of FOEX.

ART. V - PROPRIETARY RIGHTS

§5.1 Ownership. Client acknowledges and agrees that the Agreements grants Client no title or right of ownership in or to the Software, or any component thereof, or to any associated materials including, but not limited to any Documentation, or intellectual property. Client shall not, at any time, take or cause any action, which would be inconsistent with or tend to impair the rights of FOEX or any of its licensors. FOEX acknowledges and agrees that the Agreements grants FOEX no title or right of ownership in or to Client's data, documentation or intellectual property.

§5.2 Copyright and Trademark. Client will not acquire any title, copyright or other proprietary rights to or interest in the Software, or any portion thereof. All works of authorship shall be the exclusive property of FOEX and/or Third Parties, as the case may be. FOEX shall have and retain sole ownership of any and all FOEX trademarks, including the goodwill pertaining thereto. Client shall not remove or alter any of FOEX's proprietary or copyright notices, trademarks or logos.

ART. VI - CLIENT'S RESPONSIBILITIES

§6.1 Certain Obligations . Client shall

(a)use the Software as authorized, in accordance with FOEX's operating instructions and the Documentation, with suitable operating supplies;

(b)ensure that the Software is only used in a proper manner by trained developers;

(c)co-operate to a reasonable extent with FOEX's personnel in the diagnosis, investigation and correction of any fault in the Software;

(d)to the best of its ability, make available to FOEX, free of charge, all information, facilities and services reasonably required by FOEX to enable it to perform the Software Support and Maintenance Service;

(e)provide, at no charge to FOEX, adequate access to Client's staff, the Software and other resources as reasonably required to perform remedial maintenance service. Client shall obtain and provide FOEX access to, and use of, any machines, attachments, features or other equipment which, in the opinion of FOEX, are necessary to enable the performance of the services; and

(f)notify FOEX promptly to all Software faults and/or failures via email or other means designated by FOEX.

§6.2 Certain Prohibitions . Client shall not

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties,

i. and except to the extent expressly permitted under the Agreements, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means, other than copying or framing on Client's own intranets or otherwise for its own internal business purposes; or

ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all of any part of the Software;

(b) access all or any part of the Software and Documentation in order to build a product or service that competes with the Software and/or Documentation or to copy any features, functions or graphics or the Software;

(c) except as provided for in § 12.3, license, sell, resell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Software and/or Documentation available to any third party except the Authorized Users;

(d) attempt to obtain, or assist third parties in obtaining, access to the Software or Documentation, other than as provided under ART. II

(e) use the Software to store, transmit or process infringing, libelous, or otherwise unlawful or tortious material, or to store, transmit or process material in violation of third party-rights;

(f) use the Software to store or transmit Virus(es);

(g) interfere with or disrupt the integrity or performance of the Software or third party-data contained therein; or

(h) attempt to gain unauthorized access to the Software or its related systems or networks.

§6.3 Limitation On Reverse Engineering, Decompilation, And Disassembly. Client may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation.

§6.4 Unauthorized Access. Client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Software or Documentation and notify FOEX promptly of any such unauthorized access or use.

ART. VII - PROPRIETARY RIGHTS

§7.1 Term. the Agreements shall commence upon execution hereof and shall continue for 12 months (the "Initial Term"). Upon expiration of the Initial Term or any Renewal Term (as defined below), the Agreements shall automatically renew for another term of 12 months (a "Renewal Term" and, together with the Initial Term, a "Term"), unless terminated in accordance with § 7.2(a)

§7.2 Termination

(a) Either Party may terminate the Agreements by providing written notice to the other Party of not less than three months prior to the end of the then current Term (such date, the "Due Date"). For avoidance of doubt, termination shall be effective at the expiration of the then current Term.

(b) If Client receives a notification of New Fees or New Prices between the Due Date and the end of the then current Term, Client may, at Client's option, terminate the Agreements after reception of the notification of New Fees or New Prices by providing written notice to FOEX until the last day of the following month.

(c) In addition to such other rights and remedies as may be available in law or in equity, should either Party commit a material breach of its obligations hereunder, the other party may, at its option, terminate the Agreements upon 60 days' written notice of desire to terminate, which notice shall identify and describe the basis for such termination. If, prior to expiration of such period, the defaulting party cures such default, termination shall not take place.


IN EACH CASE OF § 7.2(a) to § 7.2(c), THE DATE SUCH TERMINATION BECOMES EFFECTIVE, THE "TERMINATION DATE".


§7.3 Survival. Any rights and obligations which by their nature extend beyond the term of the Agreements, whether the Agreements is terminated after the Initial Term or any Renewal Term, shall survive and continue after any expiration or termination and shall bind the Parties and their legal representatives, successors, heirs and assigns, where assignment is expressly permitted.

§7.4 Use after Termination. Upon termination of the Agreements for any reason, Client may use the Software as received until the Termination Date.

ART. VIII - CONFIDENTIALITY

§8.1 Trade Secrets of FOEX. The Software and Documentation together with all other data and materials supplied by FOEX to Client in machine-readable form or otherwise pursuant to the Agreements are the property and confidential and proprietary trade secrets of FOEX and/or Third Parties and remain so even after delivery to Client.

§8.2 Confidentiality Obligation. FOEX and Client shall advise all their employees, developers, agents or contractors that they are bound by the confidentiality terms of the Agreements. Further, each Party agrees that during the performance of the Agreements it may receive information relating to the other Party that is not generally known or that is of a proprietary nature (“Confidential Information”). Each Party agrees not to use or disclose any Confidential Information except for the purpose of meeting its obligations under the Agreements, and will not use Confidential Information for any other purpose whatsoever. Confidential Information shall not include any information that is

(a) generally known or available to the public;

(b) already known at the time of receiving the Confidential Information through no wrongful act of the other Party;

(c) furnished by a third party with the right to do so; or

(d) independently developed.

In the event that either Party is required to disclose Confidential Information relating to the other Party to a court or government agency, it shall, prior to disclosure, and as soon as practicable, notify the other Party and allow it an adequate opportunity to object to the disclosure order or take other action to preserve the confidentiality of the information.

§8.3 Damages as Remedy. Client acknowledges that FOEX's offering is unique and valuable and has been developed or otherwise acquired by FOEX at great expense, and that any unauthorized disclosure or use of Software or any component thereof, would cause FOEX irreparable injury and loss, for which damages would be an inadequate remedy.

§8.4 No Encumbrances. Client agrees to keep all property of FOEX, tangible and intangible, free and clear of all claims, liens and encumbrances.

ART. IX - INDEMNITY

§9.1 Each Party agrees to defend, indemnify and hold harmless the other Party from and against any losses, damages, liabilities and expenses resulting from any claims made by any third party which arise from or are in any way related to such indemnifying party's breach of their respective obligations, actions and/or omissions hereunder.

ART. X - LIMITED WARRANTIES

§10.1 Authorization. Each Party represents and warrants that it has the right, power and authority to enter into the Agreements and to perform all of its obligations hereunder.

§10.2 Performance of Services. FOEX represents and warrants that services performed under the Agreements will be performed in a good and workmanlike manner, using generally accepted industry standards, by trained and skilled personnel and will substantially conform to the specifications; provided, however, that FOEX shall not be liable for violation of any applicable law, rule or regulation or any third party claim associated with client content provided to FOEX by Client.

§10.3 No Violations. To the knowledge of FOEX, the Software does not violate any applicable law, rule or regulation or any third party, including any patent, trademark, trade name, copyright, trade secret or other intellectual property right. FOEX shall defend Client in connection with a claim that the use of the Software by Client as permitted under the Agreements constitutes a patent or copyright infringement and shall indemnify and hold Client harmless against any damages finally awarded, after all appeals and excluding any damages not attributable to FOEX, in connection with any such claim, but only to the extent that.

(a) the action relates to a patent or copyright enforceable in the Territory;

(b) the action relates solely to the Software; and

(c) the Software has not been altered or modified by or on behalf of Client.

§10.4 Enjoinder. In the event that Client's use of the Software is enjoined, FOEX shall, at its expense do one of the following:

(a) procure for Client the right to continue using the Software;

(b) substitute suitable Software; or

(c) modify the Software so that it becomes non-infringing.

If any of the foregoing options are not commercially practicable, FOEX may elect to provide a pro-rata refund to Client of any pre-paid SaaS Fees. FOEX shall have no liability or obligation to defend or indemnify Client with respect to any infringement of a third party intellectual property right, or claim thereof, based upon the combination, operation or use of any item of equipment or software supplied hereunder with equipment or software not supplied by FOEX, or in a manner for which Client was not authorized, or for any claim based upon alteration or modification, without FOEX's written approval, of any Software supplied pursuant to the Agreements.

§10.5 THE WARRANTIES MADE IN THE AGREEMENTS ARE THE ONLY WARRANTIES MADE BY FOEX WITH RESPECT TO PRODUCTS AND SERVICES PROVIDED HEREUNDER. CLIENT AGREES THAT THE EXPRESS OBLIGATIONS AND WARRANTIES MADE BY FOEX IN THE AGREEMENTS ARE IN LIEU OF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, TO THE EXCLUSION OF ANY OTHER WARRANTY, CONDITION, TERM, UNDERTAKING OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, RELATING TO ANYTHING SUPPLIED OR SERVICES PROVIDED UNDER OR IN CONNECTION WITH THE AGREEMENTS INCLUDING, WITHOUT LIMITATION, AS TO THE CONDITION, QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR THE PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FOEX DOES NOT WARRANT THE FUNCTIONING OF ANYTHING SUPPLIED OR SERVICES PERFORMED HEREUNDER WITH SOFTWARE NOT SUPPLIED BY FOEX, OR THAT THE OPERATION OF ANYTHING SUPPLIED OR SERVICES PERFORMED HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE.

§10.6 CLIENT AGREES THAT IF CLIENT HAS RECEIVED ANY WARRANTIES WITH REGARD TO ANYTHING SUPPLIED OR SERVICES PERFORMED HEREUNDER, THEN THOSE WARRANTIES ARE PROVIDED SOLELY BY FOEX AND DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, ANY THIRD PARTIES, EXCEPT AS OTHERWISE SPECIFIED IN ANY END-USER LICENSE AGREEMENT PROVIDED BY A THIRD PARTY. FURTHERMORE, ANY SUPPORT TO BE PROVIDED PURSUANT TO THE AGREEMENTS SHALL BE PROVIDED EXCLUSIVELY BY FOEX, UNLESS OTHERWISE SPECIFICALLY AGREED TO BY FOEX IN WRITING.

ART. XI - LIMITATION OF LIABILITY

§11.1 EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IN RESPECT OF ALL CLAIMS, WHETHER IN CONTRACT, DELICT OR TORT, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CLIENT WITHIN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT THAT IS THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE FOLLOWING:

(a) THE PARTY'S OBLIGATIONS RELATING TO INDEMNIFICATION, CONFIDENTIALITY AND INTELLECTUAL PROPERTY;

(b) CLIENT'S PAYMENT OBLIGATIONS;

(c)DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT; AND

(d) DAMAGES ARISING FROM PERSONAL INJURY OR DEATH.

§11.2 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSES OF ANY KIND WHATEVER AND HOWEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT, DELICT, INCLUDING NEGLIGENCE, OR OTHERWISE, LOSS OF PRODUCTION, LOSS OF OR CORRUPTION OF DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME, LOSS OF GOODWILL, LOSS OF ANTICIPATED PROFITS OR ANTICIPATED SAVINGS, EVEN IF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THEIR POSSIBILITY. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. FOR THE PURPOSES OF THIS ARTICLE, LOSS INCLUDES A PARTIAL LOSS OR REDUCTION IN VALUE AS WELL AS A COMPLETE OR TOTAL LOSS.

§11.3 NOTWITHSTANDING ANY OTHER PROVISIONS OF THE AGREEMENTS, FOEX'S LIABILITY FOR DEATH, PERSONAL INJURY OR PHYSICAL DAMAGE TO PROPERTY CAUSED BY ITS NEGLIGENCE OR THAT OF ITS SERVANTS OR AGENTS SHALL BE LIMITED TO EUR 100,000 IN RESPECT OF EACH SUCH EVENT.

§11.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO THIRD PARTY WHOSE PRODUCTS OR SERVICES ARE PROVIDED HEREUNDER BY FOEX SHALL HAVE ANY LIABILITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

ART. XII - MISCELLANEOUS

§12.1 Publicity. Client hereby grants FOEX permission to distribute press releases upon the Agreements. Such publicity may appear in business or trade publications, FOEX publications, and/or on the FOEX web site. Client will provide FOEX with a company logo for use in such published materials. Any published material will be subject to Client's consent to both content and timing, such consent not to be unreasonably withheld or delayed; provided, however, that Client grants FOEX the right to include Client's name in FOEX's published client list without the need for Client's consent. Notwithstanding anything to the contrary, to the extent that FOEX may have a legal obligation to announce any material contracts, Client agrees that FOEX will announce the execution of the Agreements, without the need for Client's consent.

§12.2 Non-Hiring. During the term of the Agreements, and for a period of 12 months after termination hereof, Client shall refrain from directly or indirectly, knowingly solicit, hire or otherwise retain, as an employee, consultant or independent contractor, any employee of FOEX, within one year of the employee leaving the employ of FOEX, unless previously agreed in writing by FOEX.

§12.3 Assignment. Client shall not have the right to assign or transfer, in whole or in part, the Agreements, without FOEX's prior written consent, which shall not be unreasonably withheld, except in the event of the sale of all or substantially all of Client's assets or shares by way of merger or acquisition, in which case FOEX's consent shall not be required. Client acknowledges that in the event of the transfer of any third party licenses, Client and/or its assignee may be required to pay license fees to such third party(ies).

§12.4 Entire Agreement. The Agreements comprises the entire agreement between the Parties relating to the subject matter hereof. The Agreements supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of the Agreements. The Agreements may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage, or custom shall be deemed to amend or modify the Agreements. In the event of any inconsistencies between the Agreements and any schedules hereto, the schedules shall prevail.

§12.5 Independent Contractors. The relationship of the Parties hereunder shall be that of independent contractors. Nothing in the Agreements shall be construed to constitute a partnership between or joint venture of the Parties, nor shall either Party be deemed the agent of the other Party or have the right to bind the other Party in any way without the prior written consent of such Party, except as specifically provided in the Agreements.

§12.6 Waiver. No term or provision of the Agreements shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the Party that has given such waiver or excused such breach.

§12.7 Governing Law. The Agreements shall be governed by and construed in accordance with the law of Austria. Exclusive jurisdiction for any action arising out of or in conjunction with the Agreements shall be in the courts of Austria.

§12.8 Force Majeure. In the event that either Party hereto shall be delayed or hindered or prevented from the performance of any act required hereunder, other than a payment obligation, by reason of strikes, lock-outs, labor troubles, inability to procure materials or services, failure of power, riots, insurrection, war or other reasons of a like nature not the fault of the party delayed in performing work or doing acts required under the terms of the Agreements, such Party shall immediately provide notice to the other Party of such delay, and performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

§12.9 Notices. Any notice, request or other communication to be given under the Agreements may be delivered or sent by certified mail, registered mail, or courier, or by e-mail or facsimile transmission to the other party to be delivered at its address appearing in the Agreements, or in the event that another address is notified in writing to the other Party in accordance with this § 12.9, then to that other address; provided that a paper copy of any communication which is sent by e-mail or facsimile transmission is also sent by certified mail, registered mail, or courier, within one business day of the e-mail or facsimile transmission having been sent. Any such notice or document shall be deemed to have been delivered:

(a) if delivered personally, at the time of delivery;

(b) if mailed, by certified or registered mail, at 10:00 a.m. on the second business day after it was mailed; or

(c) if sent by e-mail or facsimile transmission, on the Business Day when dispatched; provided that a paper copy was also sent in accordance with the provision above and provided that any notice which was dispatched or delivered or deemed to be delivered on a day which is not a business day, or after 4:00 P.M. (local time of recipient), shall be treated as delivered on the next business day.

§12.10 Severability. If any provision of the Agreements is held invalid or unenforceable by any court or agency of competent jurisdiction, the Parties shall mutually agree on an alternate, legally valid and enforceable provision. The remainder of the Agreements shall nevertheless continue in full force and effect to the extent that continued operation under the Agreements without the invalid or unenforceable provision is consistent with the intent of the parties as expressed in the Agreements.

§12.11 Currency. All references to currency in the Agreements or any Related Agreement shall be deemed to be in Euros, unless otherwise stipulated.

§12.12 Taxes. Client shall pay any federal, state, county or local sales, property, investment, use and/or other applicable taxes arising out of Client's acquisition of the services of FOEX under the Agreements, except any taxes on FOEX's income, whenever imposed. Upon request of FOEX, Client shall obtain and provide to FOEX any certificate of exemption or similar document required to exempt Client from any such tax liability. In the event that

(a) any taxes are paid by FOEX on behalf of Client;

(b) FOEX has received payment therefore from Client; and

(c) it is thereafter determined that Client may be entitled to a refund of any such taxes, or a portion thereof,

then FOEX shall file the appropriate documents to receive such refund at Client's request, and FOEX shall pay such refund to Client upon receipt of such refund.

§12.13 Execution in Counterparts. The Agreements may be executed in several counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.

Schedule § 1.1 - DEFINITIONS
Additional Support and Maintenance Additional Support and Maintenance Services means the services provided by FOEX pursuant to Schedule § 4.2(b)
Documentation Documentation means all user manuals and other documentation relating to the Software and supplied by FOEX to Client whether provided in electronic form or otherwise, including training manuals, program listings, data models, flow charts, logic diagrams, functional specifications, instructions, etc.
Forum Forum means a public online forum provided and pursued by FOEX and accessible under http://forum.tryFOEXnow.com.
Metrics Metrics means the various measurements used for pricing of the Software as a Service as set forth in the SaaS Agreement.
Software Software has the meaning assigned thereto in Schedule § 2.1(a)
Software as a Service Software as a Service means the services provided by FOEX pursuant to this GT Agreement in exchange for the SaaS Fees, including (i) Client's access to the Software; (ii) the licenses granted by FOEX in respect of the Software as set forth in Schedule § 2.1(a), and (iii) the Basic Support, the whole as set forth herein.
Subscriptions Subscriptions means all of the subscriptions for the Software as a Service purchased by Client from time to time.
Territory Territory means all countries.
Third Party Third Party means a supplier whose software is licensed for distribution by FOEX to be sublicensed by FOEX to its clients and/or a supplier subcontracted by FOEX to provide services.
Third Party Software Third Party Software means all software owned by a Third Party, but licensed for distribution by FOEX as part of the Software as a Service.
Virus Virus means any thing or device, including any software, code, file or program, which may (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data, whether by re-arranging, altering or erasing the program or data in whole or in part or otherwise, or (iii) adversely affect the user experience, including worms, trojan horses, malicious code, files, scripts, agents, or programmed viruses or other similar things or devices.
Website www.tryfoexnow.com
Schedule § 2.1(a) - SCOPE OF CLIENT'S RIGHT OF USE

The Software as a Service provided by FOEX to Client shall comprise any and all licenses, currently existing or hereinafter developed by FOEX in the future with respect to FOEX's Software (the "Software").

As of the date hereof, such licenses include the following:

  • FOEX Plugin Framework – for Development and Runtime
  • FOEX Developer Addon Browser Extension for Firefox and Google Chrome
  • Documentation and Demos
Schedule § 4.2(b) - ADDITIONAL SUPPORT AND MAINTENANCE SERVICES

1. Definitions.

1.1. “Error” means

1.1.1. any failure of the Software, or any portion thereof, to (i) comply with all applicable laws, (ii) meet the Functional Specifications, (iii) function and perform in conformance with the Documentation; or

1.1.2. any other occurrence that renders the Software unavailable for use or deficient in its operation.

1.2. “Functional Specifications” means the features, functionality, configuration and other specifications and requirements for the Software that are set forth in the Documentation.

1.3. “Permanent Correction” means a resolution of an Error that completely and permanently remedies such Error without any degradation of performance or loss of functionality.

1.4. “Severity 1 Error” means any Error that renders the Software or any material portion thereof inoperative, or materially impairs Client's use of the Software in a production environment.

1.5. “Severity 2 Error” means any Error that substantially impairs Client's use of one or more features or functions of the Software, which constitute less than a material portion thereof, in a production environment, or any Error occurring in a testing or other non-production environment that, if occurring in a production environment, would constitute a Severity 1 Error.

1.6. “Severity 3 Error” means any Error that has minimal impact on the performance or operation of the Software.

1.7. “Updates” means any Error correction, bug fix, patch, enhancement, update, upgrade, new version, release, revision or other modification to the Software provided or made available by FOEX to its licensees.

1.8. “Work Around” means a resolution, fix, or procedural change with respect to an Error that

1.8.1. remedies or circumvents such Error on a temporary basis pending a Permanent Correction;

1.8.2. causes the Software to operate without any loss of functionality or material degradation of performance; and

1.8.3. is reasonably acceptable to Client.

1.9. "Maintenance Credit" means a measuring unit for the cost of Maintenance Services. Client may purchase Maintenance Credits in accordance with § 4.2(a). The received Maintenance Credits are valid for a 12-month period. During this period Maintenance Credits may be used by Client as required for Maintenance Services. Maintenance Credits are non-assignable.

2. Maintenance Services. FOEX shall provide Client the following Maintenance Services:

2.1. Error Notification. Client may report any Error to FOEX through a post in the Forum

2.2. Error Response. If (i) Client purchased an additional SLA; and (ii) upon notification by Client of an Error; FOEX shall provide an initial response (the “Initial Response”), within the timeframes set forth in the chart in the SaaS Agreement. The Initial Response from FOEX shall include, as applicable

2.2.1. FOEX's acknowledgment or notification to Client of such Error;

2.2.2. the classification of such Error as either a Severity 1, 2, or 3 Error; and

2.2.2. FOEX's specific action plan for addressing and resolving the Error, including a good faith estimate on how long it will take FOEX to provide a Work Around and Permanent Correction and how many Maintenance Credits it will cost. Moreover, FOEX shall provide Client with updates to the status of FOEX's efforts (the “Status Updates”) in the Forum from time to time.

2.3. Technical Support. FOEX shall provide telephone, email and web-based technical support, troubleshooting, Error identification, isolation and remediation, and other assistance directly to Client and its users to support Client's use, deployment and validation of the Software every business day from 9:00 a.m. to 5:00 p.m. CET.

2.4. Software Updates. FOEX shall provide Client all Updates to the Software, including all related Documentation, to the extent and no later than when made generally available to FOEX's other customers. FOEX shall provide all Updates free of charge during each Term. FOEX shall provide Software Support and Maintenance Service for all Updates.

2.5. Back-Version Support. Client shall have the right to install, or not to install, any Update in its sole discretion; provided, however, that Client shall cooperate with FOEX to install applicable Work Arounds and Permanent Corrections. Subject to the foregoing, FOEX shall provide Additional Support and Maintenance Service to Client for the Software releases as set forth in Section "Back-Version Support" on the Website. The Section "Back-Version Support" of the Website becomes part of the Agreements thereafter.

3. "Use of Maintenance Credits". Client may use the Maintenance Credits for the different Maintenance Services defined in Section 2. Every Technical Support request, except an Error Notification, costs one Maintenance Credit. The respond on such a request shall include a good faith estimate on how long it will take FOEX to provide a Work Around and Permanent Correction and how many Maintenance Credits it will cost.