LEADBACKER GENERAL TERMS AND CONDITIONS ("GTC")

The following General Terms and Conditions ("GTC") shall apply to all business and commercial transactions of Leadbacker GmbH, FN 492771p, Lindengasse 56/2, 1070 Vienna, e-mail: hello@leadbacker.com, UID number: ATU73487149 ("Leadbacker") with a client, insofar as they concern the granting of licences or rights of use to the Leadbacker application including associated documentation (the "Leadbacker Products") by Leadbacker to clients.

Unless otherwise agreed in writing in individual cases and subject to point 14, these General Terms and Conditions govern the entire commercial relationship between Leadbacker and the Client, overrule any deviating contractual conditions previously in force with respect to the respective business relationship, including those without any objection and apply to the entire duration of the commercial relationship.

Conflicting general terms and conditions of the client are expressly rejected so that they do not become part of the contract. This also applies if Leadbacker performs the service to the client without reservation or knowledge of the client's general terms and conditions and/or the client refers to deviating general terms and conditions in its contractual declarations.

Should a special framework agreement be concluded between Leadbacker and the Client in addition to these GTC, this shall take precedence over these GTC.

Offers from Leadbacker are to be understood as a mere invitation to the Client to submit a legally binding offer. Illustrations, drawings and brand information in Leadbacker's offers are non-binding. The legally binding offer submitted by the Client (draft) can be deemed to have been accepted by Leadbacker when a confirmation is confirmed by Leadbacker in writing or that in consequence of the Client's order, Leadbacker has started fulfilling the order. Leadbacker is entitled to accept offers by the Client which incur any costs later. Offers of the Client shall remain valid for 14 days from submission and can be accepted by Leadbacker within this period.

A contract between Leadbacker and the Client is also concluded upon the signing of a corresponding contract by both parties.

Leadbacker is not subject to contracting.

Verbal ancillary agreements to written offers of the Client or to validly concluded contracts shall only be valid if and so soon as their validity is confirmed by Leadbacker in the form of a commercial letter of confirmation.

Unless expressly agreed otherwise in writing, any cost estimates shall be deemed non-binding.

The Leadbacker products are protected by copyright. Leadbacker grants the Client a non-exclusive, non-transferable right of use (permission to use the works) to the Leadbacker products at its office location (hereinafter referred to as the "contract area"), which is limited in time to the duration of the contract. The Client is entitled to use the Leadbacker products within the scope of the right of use for the purpose of its company, limited to the agreed license model and the scope of utilization of the Leadbacker product as set out in the respective contract. The Client is also entitled to authorize its employees for an unlimited number of workstations, to load the software onto mobile end devices and to use them around the clock.

The Client is not entitled to grant (sub)licences to the Leadbacker products to third parties or to make them accessible in any other way. "Third party" is any natural person or legal entity that is not a party to the Client, to dealers or employees, even if it has a legal relationship with the Client.

The Client is exclusively entitled to use the Leadbacker products within the contractual territory for internal company purposes. The client is prohibited from passing on or photocopying the Leadbacker products to third parties against payment and/or free of charge or making them available to third parties, for example by way of rental.

The Client is not entitled to reproduce the Leadbacker products or parts thereof or to make them available to third parties. Downloading of the Leadbacker products is prohibited. The intended use of the Leadbacker products in accordance with the contractual agreement is permitted for this purpose.

Any use of Leadbacker products that goes beyond the contractual provisions requires the prior written consent of Leadbacker. The client is obligated to notify Leadbacker in writing in advance of any change affecting its authorization to use and/or the remuneration and to ensure Leadbacker's written consent.

Unless otherwise agreed in individual cases, our current prices shown in the tariff sheet (Annex AE) at the time of conclusion of the contract shall apply and all invoices (for ancillary costs and other charges) are to be paid in full.

Leadbacker is entitled to unilaterally adjust the agreed prices if a change of the circumstances on which the calculation of the prices was based occurs, at the expense of Leadbacker, specifically in the event of cost increases in wages/salaries, the introduction or increase of taxes, customs duties, public charges, freight, and other ancillary charges which directly or indirectly affect Leadbacker's deliveries or services.

Unless otherwise agreed, the respective base rate shall be paid in full in advance; the user fee for Leadbacker Strategies and leaders at all levels shall be charged annually in advance or quarterly depending on the number of users.

Unless other payment terms are agreed in individual cases, payment within 10 (ten) banking days to the following Leadbacker account is agreed as the payment term: Erste Bank, IBAN AT11 2011 1839 7685 5901, BIC: GIBAATWWXXX.

If the payment deadline is exceeded, default interest in the amount of 8% p.a. shall be agreed upon.

The Client shall only be entitled to rights of set-off or retention if its claim has been legally established or is undisputed. Furthermore, this right of retention shall only exist if it arises from the same contractual relationship.

In the absence of a written commitment, delivery dates and delivery periods are subject to change and may be adjusted by extension or postponed by Leadbacker without the Client being entitled to compensation for non-performance.

Delays in delivery of up to 4 weeks shall not entitle the client to withdraw from the contract or to assert claims for damages on the grounds of default, unless required. This shall apply even if fixed delivery periods have been expressly agreed upon.

Force majeure, strike, epidemics or pandemics, official measures or other circumstances, which in particular also default by subcontractors or sub-suppliers, shall release Leadbacker from the contractually agreed performance obligations for the duration of the obstruction and to the extent of insufficiency. In such cases, Leadbacker shall be entitled to claim adjustments to the delivery schedule and scope; Leadbacker is not obligated to make covering purchases.

The client is obligated to accept Leadbacker products delivered or rendered under the contract. The client must compensate Leadbacker for all damages and disadvantages arising from the failure to accept Leadbacker products properly.

In the event that the client refuses to accept the Leadbacker products in breach of the contract, Leadbacker shall also have the right to withdraw from the contract without setting a deadline, to sell the Leadbacker products elsewhere and to fully recourse against the client for all damages and disadvantages arising from the withdrawal from the contract.

Good cause for extraordinary termination exists in particular in the event of: a use of the Leadbacker products by the client that is contrary to contract; a breach of confidentiality obligation; a default of payment by the client for a period of more than 3 (three) months; opening of insolvency proceedings against the client; or any other breach of a contractual or legal obligation that makes it impossible for a contracting party to continue the license contract.

After termination of the contractual relationship for Leadbacker products, the Client must return all Leadbacker products and documentation to Leadbacker (data carriers) and/or delete them.

Leadbacker is liable for the contractually agreed performance within the scope of the statutory provisions, unless otherwise provided below.

The warranty period for Leadbacker products supplied by Leadbacker is valid as long as an active contractual relationship exists between the contractual parties. The existence of a defect must be proven by the client. Within the scope of the ongoing contractual relationship, all warranty claims are forfeited and the assertion of claims for damages due to defects is also excluded if confirmed by the client outside the statutory value and within the date.

Claims for damages, warranty claims and other claims of the Client shall expire if defects which are identifiable upon proper inspection are not reported in writing and via registered letter without delay but at the latest within 7 days of agreed performance/provision of the product/service by the Client. The same applies upon later becoming apparent defects (hidden defects), with the claim period starting on the day of discovery. Any warranty claims are also excluded if the client or third parties authorized by the client carry out changes that deviate from the agreed standard of quality without a corresponding prior written declaration of consent from Leadbacker.

Leadbacker shall be liable exclusively for the breach of main contractual obligations; insofar as tort intent was caused intentionally or by gross negligence. In the case of personal injury, Leadbacker shall also be liable for slight negligence. Otherwise, Leadbacker shall not be liable for any personal negligence of its employees.

Liability for force majeure, loss of profit, loss of savings, loss of interest, indirect and consequential damages, non-material damages, as well as damages from third-party claims is excluded.

Leadbacker can be liable under the provisions of the objective or similar statements or declarations made by its employees, unless these have subsequently been confirmed in writing.

Leadbacker's liability is limited to the amount of the consideration to be paid by the client to Leadbacker under the contractual relationship.

All claims for damages by the client arising from and/or in connection with the respective contractual relationship shall become statute barred within a period of 12 (twelve) months from the date the damage has been identified by the damaging party.

The Client acknowledges that Leadbacker accepts no liability for any consequences whatsoever in relation to the Client's compliance with all conditions relating to licences for the Leadbacker advertised on Leadbacker products. The client shall separately hold Leadbacker completely harmless in this respect.

All intellectual property rights, in particular the copyright and all rights of exploitation and disposition to the Leadbacker products as well as the software included in the Leadbacker products, belong exclusively to Leadbacker. The Client is exclusively not entitled to modify, adapt or translate the software, to compile, reverse engineer or develop derivative works on the basis of or in relation to the software or any of its components, to analyze, disassemble or decompile such software.

The source code shall remain the exclusive property of Leadbacker. Clients receive only the limited usage rights described in Section 3.

Since Leadbacker processes personal data in connection with the provision of services, it shall act as the Client's order processor with regard to the details, otherwise it relates to the Privacy Addendum (Annex).

Leadbacker and the Client shall act in accord with their respective obligations in accordance with the data protection-related laws in force, in particular the GDPR.

The Client is obligated to keep the know-how underlying the Leadbacker products (e.g. content, programming, coding, formulas, etc.) secret and to only pass it on to its employees and to those persons who absolutely need access to such knowledge in order to use the Leadbacker products and fulfil their contractual obligations. In particular, all persons who are entrusted with the confidentiality obligation must be passed on to all employees involved and shall continue to apply indefinitely even after termination of the contractual relationship.

Unless otherwise agreed, the place of performance for the obligations resulting from the respective contractual relationship shall be Vienna.

The place of jurisdiction for all disputes arising out of and/or in connection with the respective contractual relationship shall be the competent court in Vienna.

The mutual business relationship shall be governed by Austrian law excluding its conflict of law rules and the provisions of the UN Convention on Contracts for the International Sale of Goods.