If the place of acquisition or your (main) place of residence are outside the USA, South America, or Canada, the provisions of our End User License Agreement under clause A shall apply to our contractual relationship.

If the place of acquisition or your (main) place of residence are in the USA, South America, or Canada, the provisions of our End User License Agreement under clause B shall apply to our contractual relationship.

The original of End User License Agreement is drawn in the German language. In the countries Germany, Austria and Switzerland the German version shall prevail over the English version. In all other countries the English Version shall prevail. All other translations shall solely serve for a better understanding.

A.

1. Contents and formation of the Agreement

1.1. Parties and subject matter.
The provisions of the present End User License Agreement (EULA) shall regulate the legal relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen / Germany ("TeamViewer") and its customers ("Customer") in respect of the provision of a standard software and the rendering of associated services. ITbrain is comprised of various independent modules (each module a "Software"). They may also be used separately. In addition, TeamViewer provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software ("Server Services"). The use of ITbrain requires in any event a free full version of TeamViewer. However, ITbrain is neither part of the TeamViewer license, nor is the corresponding TeamViewer license part of the ITbrain license or of its modules. If the Customer wishes to use ITbrain, a paid-up ITbrain license as well as a full version of TeamViewer are required. Customers of ITbrain may use the free version of the TeamViewer license for the purpose of using ITbrain. In so doing, the Customer must accept the EULA of the full version of TeamViewer. The use of ITbrain and of its modules therefore shall require acceptance of the provisions of this EULA as well as the EULA of the full version of TeamViewer. This EULA shall furthermore apply accordingly to associated software, which may be used via the browser, and to apps for mobile terminals (e.g. iOS, Android) ("Apps") as well as to the features and functions comprised in the software. The same shall apply to support services, which to a varying extent, depending on the stipulated service contents, may also become the subject matter of the Agreement. In detail, the following modules are available:

(i)

ITbrain Monitoring & Asset Management (cf. https://www.itbrain.com/services/assetmanagement/)

(ii)

ITbrain Anti Malware (cf. https://www.itbrain.com/services/anti-malware/)

(iii)

ITbrain Backup (cf. https://www.itbrain.com/services/backup/)

1.2. Formation and contents of the Agreement.
A contract for valuable consideration pursuant to the present EULA shall be formed if (i) the Customer goes through the web-based order process on the ITbrain website (www.itbrain.com), ultimately clicking the “Purchase” / “Order” / “Subscribe” or similarly named button, or if (ii) the Customer and TeamViewer sign a written order form, or if (iii) the Customer orders by phone and receives an order confirmation by e-mail. Details about the Agreement (e.g. selected software, range of functions, term) shall follow from the options selected by the Customer and the information by TeamViewer during the order process or on the order form or in the order confirmation e-mail (hereinafter together "Order", these EULA and the Order hereinafter together "Agreement").

1.3. This EULA also applies to the use of the Software during the test phase.

1.4. No deviating regulations.
The application of provisions different from or in excess to these EULA shall be excluded. This shall apply in particular to the Customer's general terms and conditions, even if TeamViewer accepts an Order from the Customer, in which the Customer refers to its general terms and conditions and/or if they are attached to a contractual document of the Customer and if TeamViewer does not object.

1.5. Obligations in electronic commerce.
Sections 312i para. 1 no.1, 2 and 3 as well as section 312i para. 1 sentence 2 BGB, which provide for certain obligations in the part of TeamViewer in electronic commerce contracts, shall herewith be excluded.

1.6. Test phase.
If the Order provides for a test phase, the Customer may within seven (7) calendar days from conclusion of the contract terminate or rescind the Agreement without notice with immediate effect. In this case, the Customer shall be refunded any already paid user fee or respectively, the purchase price.

2. Performance specifications and software activation

2.1. Performance specification.
The software's functions shall follow from the product description available in the webshop and in particular from the range of functions specified in the Order ("Performance Specification"). The contractually stipulated properties of the software and server services shall be conclusively determined by the Performance Specification, and not by verbal or written statements made by TeamViewer in the lead-up to the conclusion of the Agreement. Individual functionalities of TeamViewer services depend on third-party products and services, which may change. This may require TeamViewer to adapt or limit its services accordingly.

2.2. No guarantees.
In case of doubt, warranties and representations of properties by TeamViewer shall be interpreted as such only if made in writing (and signed) and identified as "guarantee". TeamViewer shall in particular not warrant that the specifications contained in our software, including its modules, meet the Customer's needs, that the software, including its modules, can be operated without interruptions or faults. TeamViewer shall furthermore not warrant that it will be possible at all times to successfully perform data backups.

2.3. Provision and activation.
TeamViewer shall provide the software for online retrieval (download) by the Customer.

2.4. Activation.
Following completion of the Order, the Customer in case of fee-based use of TeamViewer shall be provided with a license key, which the Customer shall enter into the software. After entering the license key, the Customer shall have the rights of use and functionalities of the paid-up version pursuant to this Agreement.

3. Rights of use to the software

3.1. Non-exclusive right of use.
TeamViewer herewith grants the Customer the non-exclusive, worldwide (pursuant to applicable export control regulations; unless, the Customer in the order process is explicitly granted a right of use restricted to a specific territory), temporary, non-transferable and non-sublicensable right to install, run and use the software on computers to the extent of the scope of use specified in the Order and the present EULA.

3.2. Term of use
The rights of use granted under this Agreement shall be limited to the term of the Agreement (see clause 10).

3.3 Scope of use.
The scope of the granted rights and the permitted scope of use (e.g. number of end points and storage capacity) shall follow from the order and this EULA.

(i)

Scope of use. The Software is available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Agreement. The Customer shall be entitled to use the Software for the Customer's own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

(ii)

Scope of use based on service packages. The Customer may use the Software only in accordance with his ordered service packages. "Service packages" shall mean the modules individually assembled by the Customer in accordance with the features specified in the Order (such as end points, storage capacity).

The Order may indicate further restrictions of the permitted scope of use

3.4. Prohibition of excessive use.
Any use of the software in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. In such case, TeamViewer shall retain the right to prohibit any use of the software. TeamViewer shall in such case notify the Customer in advance by e-mail that the software will be locked.

3.5. Source code.
The granted rights of use shall not comprise any rights to the software's source code.

3.6. Conversions and decompilation.
The rights granted under this Agreement shall not comprise any rights to editing or decompiling the software. The Customer's statutory rights, including without limitation pursuant to section 69e of the [German] of the Copyright Act (UrhG) shall remain unaffected.

3.7. Markings.
Markings of the software, including without limitation copyright notices, trademarks, serial numbers etc. may not be removed, modified or concealed.

3.8. Transfer to third parties.
The Customer shall not be entitled to transfer or provide the software to third parties in excess of the intended use, in particular not to dispose of or license the software.

3.9. Reservation of rights.
Unless the Customer has been explicitly granted rights of use to the software, any and all rights to the software shall remain with TeamViewer.

3.10. Program locks.
TeamViewer shall have the right, but not the duty to technically configure the software and the server services in such a way that it is impossible to exceed the permitted scope of use.

4. Server services and other services by TeamViewer

4.1 Server services.
To establish encrypted telecommunications connections between different users of the software, the software first has to communicate with TeamViewer servers (so-called "handshake"). In addition, the transmission of data in the context of using the software may require that encrypted data packages are forwarded by TeamViewer servers (so-called "routing").

(i)

Subject matter. TeamViewer is willing to provide the Customer with the relevant server services. In so doing it is not possible to rule out that the server services might be interrupted due to technical difficulties. The Internet connection between the Customer and the data center and the relevant required hardware and software (e.g. PC, operating system) shall not constitute part of TeamViewer's services. The resulting costs shall be borne by the Customer.

(ii)

Term. In case of subscriptions, the provision of server services may be limited to the term of the Agreement.

4.2. Installation, setup.
The Customer shall install and configure the software himself. The above services shall not be owed by TeamViewer.

4.3. Support.
TeamViewer shall owe support only to the extent that this has been explicitly stipulated. Any additional provided support may be modified or terminated by TeamViewer at any time. The Customer's statutory warranty claims shall remain unaffected. If compensation has been stipulated for support services, such compensation shall not relate to satisfaction of the Customer's statutory warranty claims.

4.4. Documentation.
TeamViewer shall provide a user manual in pdf in German and in English, which may be retrieved online. Additional languages may be offered by TeamViewer on a voluntary basis, but shall not be contractually owed. The documentation may be retrieved under https://www.itbrain.com/support/documents/. As has been stipulated by the Parties, all rights, claims, and benefits under such documentation shall remain with TeamViewer, as well as the rights to all copies, modifications and derived versions thereof, including without limitation to patent rights, copyrights, business secrets, trademark rights and any other intellectual property rights.

4.5. Minor updates.
TeamViewer may at its own discretion provide free minor software updates for download. Minor updates shall be identified by TeamViewer by changing the digit after the main version number (e.g. version XX.1, XX.2). Minor updates may comprise bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations). There shall be no duty to provide minor updates. The Customer's warranty claims shall remain unaffected. The Customer shall be required at his own expense to input the respective current software update of the main version used by him. The rights of use according to the software as such shall apply accordingly to minor updates (clause 3).

4.6. Programming interfaces.
At the discretion of TeamViewer, the software or server services may provide programming interfaces or other software interfaces ("API"), which applications of third parties or of the Customer ("Third-Party Software") may use to communicate with the software or with the servers of TeamViewer. TeamViewer may at any time modify or shut down APIs. There shall be no claim to retaining existing APIs. The respective provider shall be responsible for the Third-Party Software. The provisions of this Agreement shall not apply to Third-Party Software.

4.7. Changes to services.
TeamViewer may modify the software as part of updates and server services (including system requirements) for good cause. Such good cause shall include without limitation if the modification is required because of (i) a necessary adjustment to a new legal situation or case law, (ii) changed technical framework conditions (new encryption standards) or (iii) safeguarding of the system security.

5. Customer's duties and obligations

5.1 Lawful use.
The Customer shall use the software and the server services only within the context of the provisions of this Agreement and pursuant to applicable statutory provisions and shall not infringe any third-party rights when using the above. When using the above, he shall in particular comply with the data protection and export control regulations.

5.2. Export controls and economic sanctions
Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons. Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

Clause 5.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

Restricted Party means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Cuba, Iran, North Korea, Sudan and Syria.

Sanctions means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3. System requirements.
The requirements of the Customer's software and hardware are set forth in the user manuals and in the performance specification (see clause 2.1 and 4.4). Before using the software, the Customer shall familiarize himself with the system requirements and shall use the software in line with them.

6. Confidentiality and data protection

6.1 Confidentiality.
The products offered for purchase comprise essential components (e.g. algorithms and logic), which constitute both confidential information and business secrets. Any disclosure of such information and business secrets by the Customer is therefore prohibited. They are furthermore protected in particular by U.S., EU and international patent and copyright laws.

6.2. Data protection.
TeamViewer strictly complies with the applicable data protection laws. TeamViewer shall collect, process, and use Customer data for execution and implementation of the contractual relationship with the Customer, including without limitation for the successful establishment of Internet-based connections. Customer data shall not be disclosed to third-party advertisers without prior approval. Non-personal or anonymous data may be collected automatically in order to improve functionality and handling of the products. The Customer acknowledges and agrees that the collected non-personal or anonymous data may be transmitted for processing to any branches, subsidiaries or affiliates worldwide. For a detailed description regarding collection, processing, and use of personal data by TeamViewer refer to the Privacy Statement under https://www.itbrain.com/privacy/.

7. Limitation of liability

7.1 Exclusion in specific cases.
TeamViewer shall be liable for damages within the scope of statutory provisions to the extent that such damage

(i)

was caused with intention or gross negligence on the part of TeamViewer or

(ii)

with slight negligence on the part of TeamViewer and is due to any material breach of duty, jeopardizing realization of the purpose of this Agreement, or due to the breach of obligations, which must be satisfied to allow for the due performance of this Agreement, and where the Customer may rely on their compliance (cardinal duties), or

(iii)

which are due to injury to life, limb, or health of any person, assumption of an explicit warranty, malicious concealment of a defect or any provision of the [German] Product Liability Act.

Subject to this clause, TeamViewer shall be liable for restoring data, for data losses and for the corruption of data only if the Customer has regularly created backup copies and has ensured that it is possible to reconstruct the data from such backup copies with reasonable effort. In such case, the liability of TeamViewer shall be limited to the typical foreseeable damage. Any further liability for data losses shall be excluded. Subject to this clause, TeamViewer shall furthermore not be liable for any damage incurred by the Customer or a third party because the software and its modules do not recognize all malware or third-party programs or fails to notify the Customer. TeamViewer shall not be liable for events of force majeure, which make it considerably more difficult to perform its contractual performance or which temporarily impede the due performance of the Agreement or make it impossible. Force majeure shall include any circumstances unrelated to the intention and influence of the contracting parties, such as acts of God, government actions, blockades, war and other military conflicts, mobilization, civil commotion, terrorist attacks, strikes, lockouts, and other labor conflicts, confiscation, embargoes or other facts, which are unforeseeable, serious and due to no fault on the part of the contracting parties, and which occur after conclusion of this Agreement. Moreover, any liability on the part of TeamViewer shall be excluded regardless of the legal grounds.

7.2. Limitation of the amount.
In case of clause 7.1 sentence 1 (ii) (slightly negligent infringement of cardinal duties), TeamViewer shall only have a limited liability for the typically foreseeable damage under an Agreement of this type.

7.3. Limitation.
Unless a short term has been stipulated and subject to clause 7.1 sentence 1 (i), (ii) and (iii), the client's claims for damages shall lapse after one year. The term shall commence at the end of the year in which the claim has arisen and the client has become aware of the circumstances giving rise to the claim and of the person who is the debtor or could have become aware in the absence of gross negligence.

7.4. Employees and agents of TeamViewer.
The limitations of liability in clause 7.1 through 7.3 shall also apply in case of claims against employees and agents of TeamViewer.

8. User fee, price changes, and default in payment

8.1. User fee.
For the rights of use to the software and the provisions of the server services during the term of the Agreement, the Customer shall owe TeamViewer the recurring user fee set forth in the Order, unless the Order specifies use free of charge.

8.2. Due date.
Unless otherwise specified in the Order, the user fee shall be due upon invoicing.

8.3. Changes to the scope of use.
The ordered scope of use or the service package may be expanded at any time; reductions of the service package or of the scope of use shall be possible only with effect from the end of the initial or a renewal term (see clause 10.1). If the ordered scope of use is expanded within the initial or a renewal term, additional fees shall be charged on a prorated basis. The prices pursuant to the respective applicable TeamViewer price list shall apply to the additional scope of use.

8.4. Invoicing.
Unless specified otherwise in the Order, TeamViewer shall charge the user fee upon commencement of the Agreement and thereafter upon commencement of each renewal period. Invoices shall be issued (i) online by e-mail to the e-mail address provided by the Customer or (ii) - if created - by uploading it to the Customer's TeamViewer account and corresponding e-mail notification of the Customer. The Customer shall be entitled to have the invoice sent by post only if the Customer requests the invoice from TeamViewer and pays the respective remuneration pursuant to the current TeamViewer price list.

8.5. Payment types.
Invoice amounts may be paid by credit card. Additional payment types (e.g. SEPA direct debit or check) shall follow from the information provided during the order process. If the Customer chooses PayPal direct debit as payment method, if provided, the Customer may cancel such direct debit through his PayPal profile. Such cancellation must be made no later than one day prior to the next debit date.

8.6. Prices, fees, and taxes.
The Customer shall be required to pay any prices and fees specified in the Order to TeamViewer pursuant to the stipulated payment terms. Prices shall in principle not include any sales, excise, value added or any other tax (including applicable withholding tax); the Customer shall be responsible for paying tax. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

8.7. Price changes.
TeamViewer shall be entitled to increase the user fee in a reasonable manner with effect from the end of an initial term or a renewal term. TeamViewer shall announce the increase at least 28 calendar days beforehand. The Customer may object to the increase within 14 calendar days of the announcement, in which case the Agreement shall be terminated at the end of the respective Initial Term or Renewal Term (c.f. clause 10.1). If the Customer does not object, this shall be considered approval of the increase. TeamViewer shall notify the Customer in the announcement about such effect of his silence.

8.8 Default in payment.
The occurrence of default in payment and default interest shall be governed by statutory provisions, including without limitation sections 286 and 288 BGB. In addition, the following provisions shall apply:

(i)

Dunning fee. In case of a second reminder, TeamViewer shall be entitled to charge a reasonable dunning fee.

(ii)

Locking in case of default in payment. If the Customer is in default in payment of the user fee, TeamViewer shall be entitled to temporarily suspend server services ("Locking"). However, TeamViewer shall threaten any Locking reasonably in advance, e.g. by e-mail or notice in the software. There shall be no Locking or it shall be lifted once the Customer has made full payment. While locked, various modules cannot be utilized in accordance with the service package. During Locking, the Customer shall remain obligated to pay the user fee.

(iii)

Termination in case of default in payment. TeamViewer may terminate the Agreement for cause if the Customer defaults on the payment of the user fee and fails to cure the breach within fifteen (15) days of receiving notice from TeamViewer. Termination is in addition to (and not in lieu of) any other rights and remedies available to TeamViewer hereunder or at law.

9. Warranty for defects

9.1. Freedom from defects and condition.
TeamViewer shall provide the software free from any defects in quality or title and throughout the term of the Agreement shall maintain it in a condition suitable for contractual use.

9.2. Maintenance obligation.
The obligation to maintain the software shall not comprise adapting the software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or maintaining the compatibility of ITbrain with full versions of TeamViewer, which TeamViewer no longer supports.

9.3. Defect removal.
The Customer shall preferentially report defects of the software or of the server services through the webshop provided by TeamViewer under https://www.itbrain.com/support/contacts/ and to the extent possible and reasonable, shall explain the particular circumstances under which the fault occurred (e.g. screenshots, log data). TeamViewer shall remove defects within a reasonable period of time. TeamViewer may remove defects in the form of updates and patches if the contractual range of functions is maintained and if the transfer does not result in significant disadvantages. The Customer shall bear the costs of installation. TeamViewer shall furthermore be entitled to temporarily instruct the Customer about options to bypass a defect and to remove the defect subsequently by adapting the software or server services if this can reasonably be expected from the Customer.

9.4. Termination.
Termination by the Customer pursuant to section 543 para. 2 sentence 1 no. 1 BGB because of the failure to provide contractual use shall be permitted only if TeamViewer has been given adequate opportunities to remove the defect and if this has failed.

9.5. Initial impossibility.
Strict liability for initial defects pursuant to section 536a para. 1, 1st alt. 1 BGB shall be excluded. Fault-based liability shall remain unaffected.

9.6. Limitation.
Warranty claims shall lapse after twelve months. This shall not apply in case of warranty claims subject to mandatory statutory liability on the part of TeamViewer (e.g. in case of malice, cf. clause 7.1 sentence 1).

9.7. Statutory provisions.
Moreover, subject to clause 7, the statutory provisions regarding warranty for defects shall apply.

10. Term and termination

10.1. Term and ordinary termination
Unless specified otherwise in the Order, the following shall apply: If the Agreement has a term of twelve (12) months ("Initial Term"), the Agreement shall commence upon conclusion (cf. clause 1.2) and subsequently shall be renewed automatically for a further twelve (12) months at a time ("Renewal Term"), unless the Agreement is terminated by either party with 28 days’ notice ("Notice Period") effective from the end of the Initial or a Renewal Term. If the Agreement has a term of one (1) month ("Initial Term"), the Agreement shall commence upon conclusion (cf. clause 1.2) and subsequently shall be renewed automatically for a further month at a time ("Renewal Term"), unless the Agreement is terminated by either party with 14 days’ notice ("Notice Period") effective from the end of the Initial or a Renewal Term.

10.2. Extraordinary termination.
The right to terminate for good cause shall remain unaffected. The termination right of TeamViewer in case of default in payment shall be subject to clause 8.8.(iii).

10.3. Termination notice.
Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany, or to sales@teamviewer.com to terminate the Agreement. TeamViewer may also terminate an Agreement by way of a corresponding notice in the software.

10.4. Consequences of termination.
Upon expiry of the term of the Agreement, the Customer shall refrain from any further use of the software. Following termination of the Agreement, the Customer shall no longer be able to access the data stored by him in the software, and in the ITbrain account or the TeamViewer Management Console. The above shall apply in particular to data stored by the Customer in the ITbrain Backup module. The Customer shall be responsible for exporting the data prior to the end of the term of the Agreement using the software's functions and to store them for further use. TeamViewer shall not be required to surrender the data in any other way. Upon termination of the Agreement, TeamViewer shall delete the Customer data unless TeamViewer is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Agreement or in the context of performance of the Agreement is possible only with unreasonable effort, TeamViewer shall be entitled to lock such data.

11. General provisions

11.1. Amendments to the general terms and conditions.
TeamViewer shall in principle be entitled to amend these EULA at any time. TeamViewer shall notify the Customer about the planned change and the contents of the new EULA no later than six weeks before the effective date. Such amendment shall be deemed approved, unless the Customer objects vis-à-vis TeamViewer within 15 days from receipt of such information. TeamViewer shall notify the Customer in the amendment notice about such effect of his silence. If the Customer objects to the amendment, the Agreement shall continue on the existing conditions.

11.2. Communication by e-mail.
Unless stipulated otherwise in this Agreement, any and all notifications and statements in connection with this Agreement may also be made by e-mail. To this end, TeamViewer may use the e-mail address provided by the Customer upon registration or in the TeamViewer account. The Customer shall retrieve them regularly and to the extent necessary, shall provide the respective current e-mail address. TeamViewer contact data are available under https://www.itbrain.com/support/contacts/.

11.3. Applicable law.
This Agreement and any disputes in connection with it shall be exclusively governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.

11.4. Place of jurisdiction.
The exclusive place of jurisdiction shall be Stuttgart, Germany. TeamViewer shall still be entitled to file a suit at the Customer's domicile.

11.5. Severability.
If individual provisions of this Agreement are or become unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with what the Parties would have stipulated in good faith according to the originally intended purposes from an economic perspective. The same shall apply in case of any gaps.

11.6. Exclusive application.
This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by TeamViewer and shall have no legal effect, unless TeamViewer explicitly agrees to them in advance in writing.

B.

1. Contents and formation of the Agreement

1.1. Parties and subject matter.
The provisions of the present End User License Agreement (EULA) shall regulate the legal relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen / Germany ("TeamViewer") and its customers ("Customer") in respect of the provision of a standard software and the rendering of associated services. According to the product description, the software provided by TeamViewer allows for the remote maintenance of computers and for holding online meetings and shall be installed on the Customer's computers ("Software"). In addition, TeamViewer provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software ("Server Services"). The use of ITbrain requires in any event a free full version of TeamViewer. However, ITbrain is neither part of the TeamViewer license, nor is the corresponding TeamViewer license part of the ITbrain license or of its modules. If the Customer wishes to use ITbrain, a paid-up ITbrain license as well as a full version of TeamViewer are required. Customers of ITbrain may use the free version of the TeamViewer license for the purpose of using ITbrain. In so doing, the Customer must accept the EULA of the full version of TeamViewer. The use of ITbrain and of its modules therefore shall require acceptance of the provisions of this EULA as well as the EULA of the full version of TeamViewer. This EULA shall furthermore apply accordingly to associated software, which may be used via the browser, to apps for mobile terminals (e.g. iOS, Android) ("Apps") as well as to the features and functions comprised in the Software. The same shall apply to support services, which to a varying extent, depending on the stipulated service contents, may also become the subject matter of the Agreement. In detail, the following modules are available:

(i)

ITbrain Monitoring & Asset Management (cf. https://www.itbrain.com/services/assetmanagement/)

(ii)

ITbrain Anti Malware (cf. https://www.itbrain.com/services/anti-malware/)

(iii)

ITbrain Backup (cf. https://www.itbrain.com/services/backup/)

1.2. Formation and contents of the Agreement.
A contract for valuable consideration pursuant to the present EULA shall be formed if (i) the Customer goes through the web-based order process on the ITbrain website ((www.itbrain.com)), ultimately clicking the “Purchase” / “Order” / “Subscribe” or similarly named button, or if (ii) the Customer and TeamViewer sign a written order form, or if (iii) the Customer orders by phone and receives an order confirmation by e-mail. Details about the Agreement (e.g. selected software, range of functions, term) shall follow from the options selected by the Customer and the information by TeamViewer during the order process or on the order form or in the order confirmation e-mail (hereinafter together "Order", these EULA and the Order hereinafter together "Agreement").

1.3. This EULA also applies to the use of the Software during the test phase.

1.4. No deviating regulations.
The application of provisions different from or in excess to these EULA shall be excluded. This shall apply in particular to the Customer's general terms and conditions, even if TeamViewer accepts an Order from the Customer, in which the Customer refers to its general terms and conditions and/or if they are attached to a contractual document of the Customer and if TeamViewer does not object.

1.5. Test phase.
If the Order provides for a test phase, the Customer may within seven (7) calendar days from conclusion of the contract terminate or rescind the Agreement without notice with immediate effect. In this case, the Customer shall be refunded any already paid user fee or respectively, the purchase price.

2. Performance specifications and Software activation

2.1. Performance specification.
The Software's functions shall follow from the product description available in the webshop and in particular from the range of functions specified in the Order ("Performance Specification"). The contractually stipulated properties of the Software and server services shall be conclusively determined by the Performance Specification, and not by verbal or written statements made by TeamViewer in the lead-up to the conclusion of the Agreement. Individual functionalities of TeamViewer services depend on third-party products and services, which may change. This may require TeamViewer to adapt or limit its services accordingly.

2.2. Provision and activation.
TeamViewer shall provide the Software for online retrieval (download) by the Customer. TeamViewer shall in particular not warrant that the specifications contained in our Software, including its modules, meet the Customer's needs, that the Software, including its modules can be operated without interruptions or faults. TeamViewer shall furthermore not warrant that it will be possible at all times to successfully perform data backups.

2.3. Activation.
Following completion of the Order, the Customer in case of fee-based use of TeamViewer shall be provided with a license key, which the Customer shall enter into the Software. After entering the license key, the Customer shall have the rights of use and the functionalities of the paid-up version pursuant to this Agreement.

3. Rights of use to the Software

3.1. Non-exclusive right of use.
TeamViewer herewith grants the Customer the non-exclusive, worldwide (pursuant to applicable export control regulations; unless, the Customer in the order process is explicitly granted a right of use restricted to a specific territory), temporary, non-transferable and non-sublicensable right to install, run and use the Software on computers to the extent of the scope of use specified in the Order and the present EULA.

3.2. Term of use.
The rights of use granted under this Agreement shall be limited to the term of the Agreement (see clause 11).

3.3 Scope of use.
The scope of the granted rights and the permitted scope of use (e.g. number of end points and storage capacity) shall follow from the order and this EULA.

(i)

Scope of use. The Software is available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Agreement. The Customer shall be entitled to use the Software for the Customer's own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

(ii)

Scope of use based on service packages. The Customer may use the Software only in accordance with his ordered service packages. "Service packages" shall mean the modules individually assembled by the Customer in accordance with the features specified in the Order (such as end points, storage capacity).

The Order may indicate further restrictions of the permitted scope of use

3.4. Prohibition of excessive use.
Any use of the Software in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. In such case, TeamViewer shall retain the right to prohibit any use of the Software. TeamViewer shall in such case notify the Customer in advance by e-mail that the Software will be locked.

3.5. Source code.
The granted rights of use shall not comprise any rights to the Software's source code.

3.6. Restrictions.
The Customer shall not do or procure any third parties to do any of the following: (i) decompile, reverse engineer, or disassemble in any way source codes or underlying ideas or algorithms in connection with the Software or in any other way try to derive, analyze, or use the above, except and only to the extent that the provisions of the preceding paragraph are explicitly prohibited by law, (ii) except to the extent that this is explicitly stipulated in the present Agreement - cf. 3.1 sentence 2 - provide, lease, let, use for time share or service office purposes, as well as in any other way use or grant the use of the Software for the benefit of third parties, (iii) modify the Software or create derivative forms of the Software or (iv) remove product markings, copyright notices, or any other notices on this or any other Software. The Customer undertakes to treat the Software in confidence, not to disclose or use it, unless this is explicitly permitted in this Agreement. The Customer acknowledges and agrees that there will be no adequate remedies in the event of a breach of this paragraph 3.6 and that any such breach of the above obligations would cause irredeemable damage to TeamViewer, where financial compensation would not constitute adequate indemnification, and that TeamViewer in addition to its other rights and remedies may assert claims to other remedies or interlocutory relief.

3.7. Reservation of rights.
Inter partes, TeamViewer shall retain any and all rights and claims to the Software (and to the Software updates provided by TeamViewer) as well as to any copies, modifications, and derived versions of the Software, including without limitation any and all patent and copyrights, rights to business secrets and trademarks as well as any other protective or intellectual property rights.

3.8. Program locks.
TeamViewer shall have the right, but not the duty to technically configure the Software and the server services in such a way that it is impossible to exceed the permitted scope of use.

4. Server services and other services by TeamViewer

4.1 Server services.
To establish encrypted telecommunications connections between different users of the Software, the Software first has to communicate with TeamViewer servers (so-called "handshake"). In addition, the transmission of data in the context of a section (e.g. online meeting or remote maintenance) may require that encrypted data packages are forwarded by TeamViewer servers (so-called "routing").

(i)

Subject matter. TeamViewer is willing to provide the Customer with the relevant server services. In so doing it is not possible to rule out that the server services might be interrupted due to technical difficulties. The Internet connection between the Customer and the data center and the relevant required hardware and software (e.g. PC, operating system) shall not constitute part of TeamViewer's services. The resulting costs shall be borne by the Customer.

(ii)

Term. In case of subscriptions, the provision of server services may be limited to the term of the Agreement.

4.2. Installation, setup.
The Customer shall install and configure the Software himself. The above services shall not be owed by TeamViewer.

4.3. Support.
TeamViewer shall owe support only to the extent that this has been explicitly stipulated. Any additional provided support may be modified or terminated by TeamViewer at any time. The Customer's statutory warranty claims shall remain unaffected. If compensation has been stipulated for support services, such compensation shall not relate to satisfaction of the Customer's statutory warranty claims.

4.4. Documentation.
TeamViewer shall provide a user manual in pdf in German and in English, which may be retrieved online. Additional languages may be offered by TeamViewer on a voluntary basis, but shall not be contractually owed. The documentation may be retrieved from https://www.itbrain.com/support/documents/. As has been stipulated by the Parties, all rights, claims, and benefits under such documentation shall remain with TeamViewer, as well as the rights to all copies, modifications and derived versions thereof, including without limitation to patent rights, copyrights, business secrets, trademark rights and any other intellectual property rights.

4.5. Minor updates.
TeamViewer may at its own discretion provide free minor Software updates for download. Minor updates shall be identified by TeamViewer by changing the digit after the main version number (e.g. version XX.1, XX.2). Minor updates may comprise bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations). There shall be no duty to provide minor updates. The Customer's warranty claims shall remain unaffected. The Customer shall be required at his own expense to input the respective current Software update of the main version used by him. The rights of use according to the Software as such shall apply accordingly to minor updates (clause 3).

4.6. Programming interfaces.
At the discretion of TeamViewer, the Software or server services may provide programming interfaces or other Software interfaces ("API"), which applications of third parties or of the Customer ("Third-Party Software") may use to communicate with the Software or with the servers of TeamViewer. TeamViewer may at any time modify or shut down APIs. There shall be no claim to retaining existing APIs. The respective provider shall be responsible for the Third-Party Software. The provisions of this Agreement shall not apply to Third-Party Software.

4.7. Changes to services.
TeamViewer may modify the Software as part of updates and server services (including system requirements) for good cause. Such good cause shall include without limitation if the modification is required because of (i) a necessary adjustment to a new legal situation or case law, (ii) changed technical framework conditions (new encryption standards) or (iii) safeguarding of the system security.

5. Customer's duties and obligations

5.1 Lawful use.
The Customer shall use the Software and the server services only within the context of the provisions of this Agreement and pursuant to applicable statutory provisions and shall not infringe any third-party rights when using the above. When using the above, he shall in particular comply with the data protection and export control regulations. If the Customer has booked the ITbrain Backup module and if he is a covered entity, a business associate or a representative of a covered entity or of a business associate (pursuant to the definition of these terms in 45 C.F.R § 160.103), the Customer agrees not to use any component, function, or other facility of ITbrain Backup in order to create, receive, manage, or transmit any "protected health information" of any kind (pursuant to the definition of this term in 45 C.F.R § 160.103) or to use ITbrain Backup in any way resulting in TeamViewer becoming his business associate or a third party's business associate.

5.2. Export controls and economic sanctions.
Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons. Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

Clause 5.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

Restricted Party means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Cuba, Iran, North Korea, Sudan and Syria.

Sanctions means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3. Restricted right of the U.S. Government.
The Software shall be deemed commercial computer software within the meaning of FAR 12.212 and shall be subject to restricted rights within the meaning of FAR Section 52.227-19 “Commercial Computer Licensed Software – Restricted Rights” or respectively, DFARS 227.7202, “Rights in Commercial Computer Licensed Software or Commercial Computer Licensed Software Documentation” as well as successor regulations, if any. Any use, modification, reproduction version, presentation, notification, or disclosure of the Software by the U.S. Government shall be made exclusively pursuant to the provisions of this Agreement.

5.4. System requirements.
The requirements of the Customer's software and hardware are set forth in the user manuals and in the performance specification (see clause 2.1 and 4.4). Before using the Software, the Customer shall familiarize himself with the system requirements and shall use the Software in line with them.

6. Confidentiality and data protection

6.1 Confidentiality.
The products offered for acquisition, including the Software and any and all manuals and documentation provided by TeamViewer comprise essential components (e.g. algorithms and logic), which constitute confidential information and business secrets and which are deemed confidential information of TeamViewer. The Customer shall not disclose any confidential information of TeamViewer to third parties and shall use confidential information of TeamViewer only in accordance with this Agreement.

6.2. Data protection.
TeamViewer strictly complies with applicable data protection laws. TeamViewer shall collect, process, and use Customer data for execution and implementation of the contractual relationship with the Customer, including without limitation for the successful establishment of Internet-based connections. Customer data shall not be disclosed to third-party advertisers without prior approval. Non-personal or anonymous data may be collected automatically in order to improve functionality and handling of the products. The Customer acknowledges and agrees that the collected non-personal or anonymous data may be transmitted for processing to any branches, subsidiaries or affiliates worldwide. For a detailed description regarding collection, processing, and use of personal data by TeamViewer refer to the Privacy Statement under https://www.itbrain.com/privacy/.

7. Limitation of liability

TO THE EXTENT PERMITTED BY LAW, TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES SHALL UNDER NO CIRCUMSTANCES BE LIABLE VIS-À-VIS THE CUSTOMER FOR (i) THE COSTS OF ACQUIRING REPLACEMENT GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS OR LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOST REVENUES, LOST ORDERS, LOST GOODWILL, OR THE FAILURE TO REALIZE EXPECTED SAVINGS OR THE LOSS OF WORKING TIME OF MANAGEMENT OR STAFF, OR (ii) SPECIAL, INCIDENTAL, OR INDIRECT DAMAGE OCCURRING DIRECTLY OR INDIRECTLY DUE TO THIS AGREEMENT, EVEN IF TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES WERE NOTIFIED ABOUT THE POSSIBILITY THAT SUCH DAMAGE MIGHT OCCUR. THE LIABILITY OF TEAMVIEWER SHALL UNDER NO CIRCUMSTANCES EXCEED THE CHARGES, WHICH HAVE IN FACT BEEN PAID BY THE CUSTOMER WITHIN A PERIOD OF SIX (6) MONTHS FOR THE SOFTWARE OR SERVICE PRIOR TO OCCURRENCE OF THE EVENT GIVING RISE TO THE DAMAGE. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF TEAMVIEWER VIS-À-VIS THE CUSTOMER FOR CULPABLY CAUSING DEATH OR BODILY INJURY OR ANY OTHER LIABILITY, WHERE EXCLUSION OR LIMITATION IS PROHIBITED BY LAW. THE EXCLUSIONS OR LIMITATIONS OF LIABILITY STIPULATED IN THIS EULA SHALL APPLY REGARDLESS OF WHETHER OR NOT THE CUSTOMER ACCEPTS THE SOFTWARE, SERVICES, OR UPDATES.

8. Indemnification

8.1. Indemnification by the Customer.
The Customer undertakes to indemnify and hold TeamViewer, any affiliates, managing directors, directors, partners, contractors or licensors of TeamViewer harmless for and against any and all direct and indirect damage, costs, and expenses (including any and all attorneys' fees and legal costs) which are incurred by TeamViewer because of complaints, claims, demands, penalty payments, or any other third-party procedures or regulatory charges, conditions, or penalty payments, and which are based on a breach of this EULA by the Customer or on any use of the Software in breach of the law or contrary to any duties.

8.2. Indemnification procedure.
TeamViewer shall notify the Customer in due time in writing about any complaints, demands, penalty payments or other third-party procedures or respectively, about any regulatory charges, conditions, or penalty payments. In such case, TeamViewer may decide at its own discretion if TeamViewer (i) will assume or procure legal representation or respectively, defense and if the Customer will bear the costs, or (ii) if it will assign legal representation or defense to the Customer. If TeamViewer assigns legal representation or respectively, defense to the Customer, the Customer shall at his own expense select an appropriately qualified lawyer and other representatives of his choice for legal representation. In any case, TeamViewer shall retain the right to enter into a settlement with the third party or to arrange for other compensation. The above shall apply even if TeamViewer has assigned legal representation or respectively, defense to the Customer. The Customer shall be obligated to indemnify and hold TeamViewer harmless, irrespective of whether or not TeamViewer has settled with the third party and regardless of the decision made by TeamViewer pursuant to this clause.

9. User fee, price changes, and default in payment

9.1. User fee.
For the rights of use to the Software and the provisions of the server services during the term of the Agreement, the Customer shall owe TeamViewer the recurring user fee set forth in the Order, unless the Order specifies use free of charge.

9.2. Due date.
Unless otherwise specified in the Order, the user fee shall be due upon invoicing.

9.3. Changes to the scope of use.
The ordered scope of use or the service package may be expanded at any time; reductions of the service package or of the scope of use shall be possible only with effect from the end of the initial or a renewal term (see clause 11.1). If the ordered scope of use is expanded within the initial or a renewal term, additional fees shall be charged on a prorated basis. The prices pursuant to the respective applicable TeamViewer price list shall apply to the additional scope of use.

9.4. Invoicing.
Unless specified otherwise in the Order, TeamViewer shall charge the user fee upon commencement of the Agreement and thereafter upon commencement of each renewal period. Invoices shall be issued (i) online by e-mail to the e-mail address provided by the Customer or (ii) - if created - by uploading it to the Customer's TeamViewer account and corresponding e-mail notification of the Customer. The Customer shall be entitled to have the invoice sent by post only if the Customer requests the invoice from TeamViewer and pays the respective remuneration pursuant to the current TeamViewer price list.

9.5. Payment types.
Invoice amounts may be paid by credit card. Additional payment types (e.g. SEPA direct debit or check) shall follow from the Order. If the Customer chooses PayPal direct debit as payment method, if provided, the Customer may cancel such direct debit through his PayPal profile. Such cancellation must be made no later than one day prior to the next debit date.

9.6. Prices, fees, and taxes.
The Customer shall be required to pay any prices and fees specified in the Order to TeamViewer pursuant to the stipulated payment terms. Prices shall in principle not include any sales, excise, value added or any other tax (including applicable withholding tax); you shall be responsible for paying tax. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

9.7. Price changes.
TeamViewer shall be entitled to increase the user fee, i.e. at the end of the initial term (usually 12 months) or at the end of the renewal term. The Customer shall be notified accordingly no later than sixty days prior to the increase of the user fee.

9.8 Default in payment.

(i)

Default interest. On any undisputed user fee, which has not been paid on time, TeamViewer may charge the Customer default interest in an amount equivalent to the lower of one-and-a-half percent (1.50%) per month or the maximum interest rate permitted by law.

(ii)

Locking in case of default in payment. If the Customer is in default in payment of the user fee, TeamViewer shall be entitled to temporarily suspend server services ("Locking"). However, TeamViewer shall threaten any Locking reasonably in advance, e.g. by e-mail or notice in the Software. While locked, the services of the various modules cannot be utilized. During Locking, the Customer shall remain obligated to pay the user fee.

(iii)

Termination in case of default in payment. TeamViewer may terminate the Agreement if the Customer is in default with payment of the user fee and fails to remedy such default within fifteen (15) days from receipt of a corresponding notification from TeamViewer. The option to terminate shall exist in addition to (and not instead of) any other rights and remedies due to TeamViewer under this Agreement or under law or equity.

10. Warranty for defects

10.1. Warranty, no guarantee.
TeamViewer undertakes to ensure that during the term of a subscription, the Software as well as the server services shall in every material respect comply with the respective product description. However, TeamViewer shall under no circumstances vouch to be able to remove any reported defects or that use of the Software and the server services will be uninterrupted or without any faults. TeamViewer shall furthermore not represent any properties or third-party services. In the event of a breach of any obligations under sentence 1, TeamViewer shall without additional costs for the Customer perform any subsequent improvements which are necessary for the Software and server services to comply with the assumed obligations. The Customer shall give TeamViewer adequate opportunity to remove any breach of duty and shall provide support for the removal of defects. However, in this regard, the claim to subsequent improvement shall be the Customer's sole claim in the event of a breach of duty on the part of TeamViewer within the meaning of sentence 1. However, if TeamViewer after several attempts is unable to remove the defect of a Software or server service and if it therefore is unable to remove the breach of duty according to sentence 1, the Customer shall only be entitled to terminate the Agreement. In this case, TeamViewer shall compensate the Customer in advance for any amounts paid by the Customer to TeamViewer for the Software and server services for the remaining part of the term of the subscription. Any obligation on the part of TeamViewer about any kind of remedy in the event of defects resulting from accident, abuse, unauthorized repairs, modifications, or expansions or in case of improper use shall be excluded. THE ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE CLAIM ON THE PART OF THE CUSTOMER IN CASE OF ANY BREACH OF DUTY UNDER THIS PROVISION.

10.2. Maintenance obligation.
The obligation to maintain the Software shall not comprise adapting the Software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or a full version of TeamViewer, which TeamViewer no longer supports.

10.3. DISCLAIMER OF WARRANTY, GUARANTEE, LIABILITY. TO THE EXTENT PERMITTED BY LAW, THE WARRANTY AND LIABILITY CLAIMS SET FORTH IN PARAGRAPH 10 ABOVE SHALL CONSTITUTE THE CUSTOMER'S EXCLUSIVE CLAIMS AND SHALL APPLY INSTEAD OF ANY OTHER EXPLICIT OR IMPLICIT CLAIMS, INCLUDING WITHOUT LIMITATION ANY IMPLIED CLAIMS WITH A VIEW TO MARKETABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TEAMVIEWER SHALL NOT VOUCH FOR THE SOFTWARE OR THE SERVICES MEETING THE CUSTOMER'S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR THE SERVICES, INCLUDING THE SERVER SERVICES, WILL BE UNINTERRUPTED OR WITHOUT DEFECTS. THE CUSTOMER MAY HAVE OTHER RIGHTS, WHICH MAY VARY DEPENDING ON THE STATE OR COUNTRY.

11. Term and termination

11.1. Term and ordinary termination.
Unless otherwise specified in the Order, the following shall apply: If the Agreement has a term of twelve (12) months ("Initial Term"), the Agreement shall commence upon conclusion (cf. clause 1.2) and subsequently shall be renewed automatically for a further twelve (12) months at a time ("Renewal Term"), unless the Agreement is terminated by either party with 28 days’ notice ("Notice Period") effective from the end of the Initial or a Renewal Term. If the Agreement has a term of one (1) month ("Initial Term"), the Agreement shall commence upon conclusion (cf. clause 1.2) and subsequently shall be renewed automatically for a further month at a time ("Renewal Term"), unless the Agreement is terminated by either party with 14 days’ notice ("Notice Period") effective from the end of the Initial or a Renewal Term.

11.2. Termination because of breach of a contractual duty.
Either Party may terminate the Agreement in case of a major breach of a contractual duty by the respective other Party, unless the relevant breach of duty has been remedied within thirty (30) days from written notification (whereby the Customer shall be given only fifteen (15) days to remove any failure / default of payment).

11.3. Termination notice.
Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany, or to sales@teamviewer.com to terminate. TeamViewer may also terminate an Agreement by way of a corresponding notice in the Software.

11.4. Consequences of termination.
Upon expiry of the term of the Agreement, the Customer shall refrain from any further use of the Software. Following termination of the Agreement, the Customer shall no longer be able to access the data stored by him in the Software, and in the ITbrain account or the TeamViewer Management Console. The above shall apply in particular to data stored by the Customer in the ITbrain Backup module. The Customer shall be responsible for exporting the data prior to the end of the term of the Agreement using the Software's functions and to store them for further use. TeamViewer shall not be required to surrender the data in any other way. Upon termination of the Agreement, TeamViewer shall delete the Customer data unless TeamViewer is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Agreement or in the context of performance of the Agreement is possible only with unreasonable effort, TeamViewer shall be entitled to lock such data.

12. General provisions

12.1. Amendments to the general terms and conditions.
TeamViewer shall in principle be entitled to amend these EULA. TeamViewer shall notify the Customer about the planned change and the contents of the new EULA no later than six weeks before the effective date. Such amendment shall be deemed approved, unless the Customer objects vis-à-vis TeamViewer within 15 days from receipt of such information. TeamViewer shall notify the Customer in the amendment notice about such effect of his silence. If the Customer objects to the amendment, the Agreement shall continue on the existing conditions.

12.2. Communication by e-mail.
Unless stipulated otherwise in this Agreement, any and all notifications and statements in connection with this Agreement may also be made by e-mail. To this end, TeamViewer may use the e-mail address provided by the Customer upon registration or in the TeamViewer account. The Customer shall retrieve them regularly and to the extent necessary, shall provide the respective current e-mail address. TeamViewer contact data are available under https://www.itbrain.com/support/contacts/.

12.3. Applicable law, severability, waiver.
The contractual relationship between TeamViewer and the Customer shall be governed by the laws of the State of New York, United States of America. Applicable law shall not include the provisions of the United Nations Convention on Contracts for the International Sale of Goods, including amendments, if any, or conflict of law rules. If a provision of this Agreement is found to be invalid or unenforceable as a whole or in part, the relevant provision shall be enforced to the extent permitted. The remaining provisions of the Agreement shall remain in force and effect. The waiver of asserting a breach of duty, including without limitation in case of default, shall not be deemed a waiver of asserting subsequent breaches of duty, in particular in the event of default.

12.4. Place of jurisdiction.
TeamViewer and the Customer shall unconditionally and irrevocably agree to the exclusive jurisdiction of the federal and state courts in New York County, New York, for any processes, complaints, or litigation resulting from or in connection with this Agreement or the transactions contemplated in it. TeamViewer and the Customer herewith waive any objection to such courts for the purpose of conducting such processes, complaints, or litigation.

12.5. Exclusive application.
This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by TeamViewer and shall have no legal effect, unless TeamViewer explicitly agrees to them in advance in writing.

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