Evaluation License Agreement

1. Preamble

Pondore GmbH,
Brückengasse 8/6.4, 1060 Vienna, Austria
(hereinafter the "LICENSOR"), offers a SaaS tool for collaborative decision-making (hereinafter the "SOFTWARE"). The LICENSOR wishes to make the SOFTWARE available free of charge to business partners (or their employees) (hereinafter the "TESTER") for the purpose of evaluation.

The purpose of this business relationship is the evaluation of the SOFTWARE on a trial basis.

This Evaluation License Agreement is based on the assumption that the TESTER is an entrepreneur within the meaning of Section 1(1)(1) of the Austrian Consumer Protection Act (KSchG).

For the sake of readability, gender-specific differentiation has been omitted. This is without any intent to discriminate.

The business and contractual language is German.

2. Scope

This Evaluation License Agreement defines and governs the procurement, use, and exploitation of the SOFTWARE as well as the associated business and administrative activities when the TESTER uses the SOFTWARE free of charge for the purpose of evaluating the SOFTWARE. If the TESTER enters into a paid contract, a separate SaaS agreement shall apply.

3. Usage Requirements

The TESTER is obligated to provide truthful, comprehensive, and correct information in the course of the business relationship and to keep such information up to date at all times. The TESTER must treat all data confidentially (this applies in particular to login credentials and passwords). If the TESTER suspects misuse by third parties, the TESTER must notify the LICENSOR immediately.

The TESTER must refrain from any actions that may endanger or impair the technical functionality of the SOFTWARE (including cyber attacks). Such conduct will be subject to criminal prosecution.

The TESTER must take reasonable precautions to protect the SOFTWARE from unauthorized access by third parties. The TESTER must inform its employees or persons in employee-like positions that the creation of copies beyond the scope of this Evaluation License Agreement is not permitted.

The TESTER is responsible for setting up the necessary infrastructure to ensure proper operation of the SOFTWARE. The LICENSOR is not obligated to provide any further information or advice in this regard.

It is the TESTER's responsibility to verify the compatibility (i.e. the ability to interact with the TESTER's existing software and hardware infrastructure) and the functional scope of the SOFTWARE prior to any paid use.

4. Copyright

The LICENSOR grants the TESTER a non-exclusive usage permission (Werknutzungsbewilligung within the meaning of Section 24(1), first sentence, of the Austrian Copyright Act (UrhG)), limited in time, content, and territory, for the purposes of the business relationship. The purpose of this business relationship is the evaluation of the SOFTWARE on a trial basis. The exclusive right to use and exploit the SOFTWARE (Werknutzungsrecht within the meaning of Section 24(1), second sentence, UrhG) remains with the LICENSOR in all cases.

Should a jointly created work (within the meaning of Section 11 UrhG) or a joint work product arise in the course of the evaluation process, it shall be assumed, unless expressly agreed otherwise, that the LICENSOR alone is entitled to the commercial exploitation and use of such work or work product in its entirety.

The TESTER is permitted to use the SOFTWARE exclusively for the evaluation purposes intended by the LICENSOR.

Sub-licensing or further licensing is only permitted with the express consent of the LICENSOR.

The right to decompile the SOFTWARE is excluded.

Markings on the SOFTWARE, in particular copyright notices, trademarks, serial numbers, or similar identifiers, may not be removed, altered, or rendered illegible.

Disclosure of the source code of the SOFTWARE is not owed. Likewise, neither a user manual nor the provision of training is owed.

5. Audit Clause

The LICENSOR has the right to verify compliance with the license-compliant use of the SOFTWARE. Independently of this, the LICENSOR may require the TESTER to provide proof that the SOFTWARE is being used in compliance with the license. Inquiries relating to license-compliant use of the SOFTWARE must be answered truthfully.

The LICENSOR is entitled to verify the TESTER's license-compliant use of the SOFTWARE on-site at any time, subject to at least 14 days' prior notice (license audit). The LICENSOR may engage an auditor or attorney bound by confidentiality for this purpose. The LICENSOR shall respect the TESTER's trade and business secrets as well as data protection interests to the greatest extent possible. The audit shall be conducted during regular business hours with due regard for the TESTER's ongoing operations. Each party shall bear its own costs incurred in this context. The TESTER is obligated to provide the LICENSOR with the information required for this purpose and to cooperate with the LICENSOR during the license audit. Otherwise, the LICENSOR is entitled to withhold its services. This is without prejudice to any further legal claims.

The license audit may also be conducted remotely.

6. Limitation of Provision Obligation

Since no paid version is owed, the LICENSOR is under no obligation whatsoever to make the SOFTWARE available. The LICENSOR reserves the right to discontinue or modify the SOFTWARE without prior notice.

7. Limitation of Liability and Warranty

Since no paid version is owed, all warranty and liability claims against the LICENSOR are excluded in full. This does not apply in the case of intentional damage.

In particular, the following applies:

• TESTERS may not upload illegal or copyrighted content. The LICENSOR assumes no liability whatsoever for such content. Likewise, the LICENSOR assumes no liability for data loss, downtime, or software defects.

8. Right to Amend the Evaluation License

The LICENSOR is entitled to amend this Evaluation License Agreement at any time. The LICENSOR shall inform the TESTER of such amendments by sending the amended Evaluation License Agreement to the contact details last provided by the TESTER. The TESTER has the right to object to the amendments. If the TESTER does not object within 14 days of notification of the amendments, tacit consent to the amended Evaluation License Agreement shall be assumed.

9. Data Protection and Protection of Trade and Business Secrets

The disclosure of data and information to the respective required business partners is permitted to the extent necessary for the performance of the contractual relationship (Art. 6(1)(b) GDPR). Otherwise, the LICENSOR and the TESTER are mutually obligated to maintain confidentiality regarding the circumstances and data related to the other party of which they become aware by virtue of the present business relationship, and in particular to observe data secrecy. These obligations of data and business secrecy shall also apply beyond the contractual relationship. The LICENSOR and the TESTER further undertake to instruct their employees and vicarious agents accordingly.

The contracting parties further undertake to adequately protect mutually disclosed trade and business secrets within the meaning of Section 26b(1)(3) of the Austrian Unfair Competition Act (UWG).

A breach of confidentiality obligations may (among other things) result in criminal and civil liability consequences.

It is noted that the source code programmed by the LICENSOR constitutes a trade and business secret within the meaning of Section 26b UWG.

The LICENSOR informs that the TESTER's data may be processed for advertising purposes based on legitimate interests (Art. 6(1)(f) GDPR). The TESTER is entitled to object to the processing of its data for advertising purposes (Art. 21(2) GDPR).

10. Reference Clause

The LICENSOR is entitled to indicate the existence of the business relationship with the TESTER by way of a reference on its website or business documents. The LICENSOR is entitled to use the TESTER's logo for this purpose. This right of reference shall also extend beyond the contractual relationship.

11. Participation in Evaluations

The TESTER undertakes, upon request by the LICENSOR, to provide the LICENSOR free of charge with reasonable feedback on the usability and performance of the SOFTWARE for the purpose of evaluation, and to communicate any improvement suggestions where applicable.

Security-relevant bugs or critical errors must be actively reported by the TESTER to the LICENSOR.

12. Duration of the Evaluation License Agreement

The contractual agreement with the TESTER is concluded for an indefinite period. It may be terminated by either party at any time without the need to provide reasons.

13. Blocking Access to the SOFTWARE

If the LICENSOR has reasonable grounds to believe that the TESTER, or any of its users, is using the SOFTWARE in an unlawful manner, the LICENSOR is entitled to block access to the SOFTWARE immediately and without prior notice. The right to pursue further legal remedies remains unaffected.

14. Jurisdiction and Applicable Law

This contractual relationship is governed by Austrian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) as well as conflict-of-law rules is excluded.

The exclusive place of jurisdiction is the court with subject-matter jurisdiction in Vienna (6th district), Austria.

15. Miscellaneous

Should any part of this Evaluation License Agreement be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of both contracting parties as discernible from the agreement.

Amendments to or supplements of this Evaluation License Agreement shall, without prejudice to the provisions of Section 8, only be valid if agreed upon and signed in writing.

The LICENSOR recommends that the TESTER save this license agreement permanently.

(June 2025)