license terms

IDAT LICENSE TERMS

Effective: August 21st, 2026

These License Terms (hereinafter also referred to as the “License Agreement”) apply to software products developed by IDAT GmbH, Pfnorstraße 10, 64293 Darmstadt (the “Licensor,” also referred to as “IDAT” in the General Terms and Conditions), as well as to software products distributed by the Licensor, and take effect upon delivery of the software products (the “Effective Date”) by the Licensor between you as the Licensee (the “Licensee,” also referred to as the “Customer” in the underlying General Terms and Conditions) and the Licensor. The Licensor and the Licensee are each a “Party” to this License Agreement and are collectively referred to as the “Parties.” The Licensor reserves the right to apply these license terms retroactively to the continued licensing of its products starting from the following licensing period (also the “Effective Date”), provided that it has made these license terms available to the Licensee in writing prior to the start of the new licensing period and the Licensee continues to use the license without termination. In all other respects, the provision regarding amendments in the IDAT General Terms and Conditions applies accordingly, in particular the notice period specified therein and the Licensee’s right to object.

The Licensor is an IT company engaged in the development, sale, and resale of software solutions for the construction industry. In this capacity, it also acts as an authorized reseller of third-party software products, some of which constitute integral components of the Licensor’s solutions.

The Licensee is a manufacturing company or a skilled trades business and intends to use the Licensor’s software for its business purposes and manufacturing processes.

This License Agreement (including its current and future appendices) is based on the offer negotiated between the parties, as well as the General Terms and Conditions of IDAT GmbH in their currently valid versions, which together constitute integral parts of this License Agreement and form the contractual basis for the business relationship between the parties.

1. Right of Use (License)

1.1. Temporary Rights of Use (Subscription Licenses) In the event that the offer provides for the grant of temporary rights of use (subscription licenses) to software products of the Licensor or its own licensors, the Licensor grants the Licensee, effective as of the contract date, a simple, limited, time-limited, non-exclusive, and non-transferable right of use to the software products specified in detail in the offer (the “Software”) along with user documentation.

1.2. Perpetual Use Rights (Purchase Licenses) In the event that the offer provides for the grant of permanent rights of use (purchase licenses) to software products of the Licensor or its own licensors, the Licensor grants the Licensee, effective as of the contract date, a simple, limited, permanent, non-exclusive, and non-transferable right of use to the software specified in the offer, together with user documentation.

1.3. In the cases described in Sections 1.1 and 1.2, the Licensee is authorized, in accordance with the signed offer, to use the software for a limited number of installations or for a limited number of users during the licensing period for its own commercial purposes. In no event may the number of installations or users exceed the number specified in the offer without the corresponding license being extended.

1.4. The software is deemed to be in use by the Licensee as soon as it is transferred to the Licensee with a valid license key. Use of the software on a server is not permitted for the purpose of making the software’s functionalities accessible to third parties (e.g., in the form of “Software as a Service (SaaS)”). This does not apply to authorized use by affiliated companies as defined in Sections 15 et seq. of the German Stock Corporation Act (AktG), provided that such use remains within the agreed-upon user and installation limits and is expressly included in the offer. Likewise, the granted license does not include any right to resell, sublicense, or distribute the software or the license itself.

1.5. The software is made available to the licensee under this agreement exclusively in object code.

1.6. The software may be based in part on third-party software that is lawfully used and licensed for this purpose (“white-labeling”), as well as on the Licensor’s own technical developments and adaptations. Upon request, the Licensor shall provide the Licensee with a list of components, including the applicable third-party license terms. In the event of a conflict, mandatory third-party terms shall take precedence. For open-source components, the relevant license texts and, if applicable, source code will be provided upon request. Unless otherwise specified in the offer, the granted right of use is geographically limited to a specific territory. Otherwise, the right of use applies worldwide. In this regard, Section 12 (Export) of the IDAT Terms and Conditions must be observed.

1.7. The software is provided electronically by transmitting the license key and/or making a download available; the transfer of risk and the place of performance are the licensor’s registered office at the time of provision. Minor defects entitle the Licensee to accept the software with reservation; the rights arising from defects remain unaffected. In the case of electronic delivery, there is no transfer of risk under property law; in all other respects, the statutory provisions apply.

1.8. Upon request, the Licensor may offer the Licensee the option to convert existing, temporary usage rights (3-month or 12-month subscription licenses) for certain software products within a period of 24 months from the date of transfer to the Licensee (see Section 1.4) into permanent usage rights (purchase licenses), so that the relevant provisions regarding purchase licenses apply from the date of conversion (“Subsequent License Conversion”). Upon request, the Licensor will prepare a corresponding conversion offer in accordance with the conversion terms described in more detail in Section 2 of this Agreement. Conversion after the expiration of this 24-month period is excluded. Such a “Retroactive License Conversion” is not available for all license or software product types.

1.9. Alternatively, the Licensor may also offer the Licensee the option of a “subscription purchase” of licenses, provided that this was expressly agreed upon in the offer at the beginning of the license term and is available for the respective license or software product type. A subscription purchase allows the Licensee to license the corresponding IDAT software products on a monthly basis for a minimum term of 36 months from the date of delivery, under subscription purchase terms. Upon expiration of this minimum term and upon receipt of the final monthly license fee payment from the licensee, the relevant subscription licenses automatically convert to perpetual usage rights (purchase licenses), so that from that point on, only annual maintenance fees in accordance with the then-current IDAT price list will apply, provided the licensee wishes to continue receiving software maintenance services. Such a subscription purchase is not available for all license or software product types.

2. License Fees

2.1. The software specified in the offer and the appendices to this license agreement becomes available for use upon its delivery to the licensee (see Section1.4 ), at which point license fees become due and payable to the licensor. Depending on the terms of the offer, these fees are either recurring monthly, quarterly, or annually (subscription licenses) or one-time payments (purchase licenses). Likewise, if agreed upon, the maintenance fees also listed in the offer become due or, in the case of subscription licenses, are already included in the subscription license fees.

2.2. In the event of a “retroactive license conversion” as described and agreed upon in Section 1.8 of this License Agreement, “Retroactive License Conversion” of subscription licenses into purchase licenses within 24 months of the transfer of the licenses to the Licensee, the Licensor shall credit 60% of the subscription license fees paid to it up to that point toward the license purchase price then due. Both the resulting license purchase price and the credited subscription license fees will be itemized by the Licensor in the respective conversion offer, along with the subsequent recurring fees for support and maintenance services provided by the Licensor. A “retroactive license conversion” of 1-month subscription licenses is generally not possible.

2.3. In the case of a subscription purchase as described in Section 1.9 of this License Agreement, the software usage rights previously granted as monthly subscription licenses convert into perpetual usage rights upon expiration of the defined 36-month term, so that no recurring license fees are subsequently owed for these licenses, but a separate maintenance agreement is required for the continued receipt of support and maintenance services. Full reference is made to the additional terms and conditions of Section 1.9.

2.4. Unless otherwise specified in the offer, payment of all license fees and maintenance fees is governed by the General Terms and Conditions of IDAT GmbH in their currently valid version.

3. Technical Support and Maintenance of the Software

3.1. The Licensor shall provide the Licensee with first-level technical support for the Software, covering both in-house developed and third-party components of the Software, in accordance with the “Technical Support” appendix to this License Agreement, provided that the Licensee has paid the maintenance fee specified for this purpose in the offer to the Licensor.

In the case of subscription licenses, the recurring license fee specified in the offer already includes the corresponding maintenance fee for the right to receive support and maintenance services during the license term. Provided that and as long as the Licensee continues to pay this recurring license fee, the Licensee is entitled to submit support requests regarding the software and to receive the maintenance services (e.g., updates, upgrades) described in the appendix to this License Agreement from the Licensor.

Unless otherwise specified in the respective offer, payments for purchase licenses (perpetual usage rights) include support and maintenance services provided by the Licensor for a period of 12 consecutive months, beginning upon delivery to the Licensee (see Section 1.4). However, this does not apply, in particular, to modules and programs for which the delivery of a program version that has already been replaced was agreed upon. Support and maintenance services for older versions must be ordered separately and paid for separately. The same applies in the event that support and maintenance services have not been renewed. In such cases, these services must then be paid for separately to the Licensor at the rates applicable at that time.

Support and maintenance periods for purchased licenses are automatically extended for an additional 12 months, subject to a fee, upon their expiration date, unless they have been terminated in writing (email, mail, fax) to the Licensor at least 2 months prior to their expiration date. At the time of renewal, the Licensor is entitled to receive payment of the maintenance fee in advance for the coming 12 months.

3.2. The Licensor provides support and maintenance services for third-party components to the extent technically feasible. If the Licensor cannot adequately respond to a request for technical support regarding a third-party component, it will escalate the request to the respective third-party provider for resolution. Upon request, the Licensee’s contact information may be provided to the third-party provider to enable a direct response to the inquiry between the third-party provider and the Licensee. Such disclosure is made on the basis of a data processing agreement pursuant to Art. 28 of the GDPR and/or for the purpose of fulfilling the contract (Art. 6(1)(b)/(f) of the GDPR). Since the Licensor may be dependent on information from the respective third-party provider with regard to support for third-party components, response times may vary accordingly. Full reference is made to the “Technical Support” appendix, which is attached to this License Agreement as an integral part thereof.

3.3. Subject to availability, the Licensor shall provide the Licensee with updates, upgrades, bug fixes, and revisions to the Software that it releases during the licensing period, within the scope of an ongoing maintenance period. However, the Licensor is under no obligation to offer such updates, upgrades, or general revisions. During the active maintenance or subscription period, the Licensor will, however, provide security and bug-fix updates. Feature upgrades are provided in accordance with product policy. As discussed in the “Technical Support” appendix to these license terms, support services include the provision of hotfixes and bug fixes; however, the provision of updates and upgrades falls under the scope of maintenance services and is not considered part of technical support. However, to the extent that the Licensor releases updates, upgrades, bug fixes, and revisions, the Licensee is required to incorporate these into its installation to ensure ongoing support and the security of the systems in use, as well as to enable the Licensor to provide technical support. The Licensee shall implement security patches immediately, no later than within 10 business days. Non-critical updates shall be implemented within a reasonable period (e.g., 60 days). Liability is excluded only to the extent that damage is causally attributable to the failure to implement such updates. Statutory liability for willful misconduct and gross negligence, as well as for damages resulting from injury to life, limb, or health, remains unaffected.

4. Professional Services

Additional development services provided by the Licensor that exceed the licensing or service provisions described in the order may be separately agreed upon as additional services (“Professional Services”) following a corresponding request by the Licensee and billed on a time-and-materials basis. The special provisions applicable to Professional Services are set forth in the “Professional Services” appendix to this Agreement and are also based on the General Terms and Conditions of IDAT GmbH. Any subsequent orders for Professional Services are likewise based on these provisions and will be invoiced to and provided to the Licensee on the basis of a separate offer and, if applicable, a statement of work.

5. Term of the Agreement

The term of this License Agreement begins on the effective date defined on page 1 of this Agreement and remains in effect for the parties until the expiration of the last software license granted under this Agreement and the General Terms and Conditions (the “Term”).

Unless otherwise specified between the parties in the offer, subscription licenses have, in accordance with the Licensor’s underlying General Terms and Conditions, a product-dependent minimum licensing period of either one, three, or twelve months from the date of delivery to the Licensee (see Section 1.4), which automatically renews itself for the same period on each expiration date until the licenses are terminated.

With regard to purchase licenses, the term of this License Agreement is indefinite. This License Agreement and the licensor’s underlying General Terms and Conditions remain in effect between the parties as long as the software covered by this agreement is used by the licensee. Even an interim, temporary, or permanent cessation of use by the licensee does not render the provisions of this license agreement null and void and does not release the parties from their respective contractual obligations.

6. Contractual Structure

6.1. The contractual relationship between the parties is based on the following complementary documents:

Offer o License Agreement and Annexes o IDAT GmbH’s General Terms and Conditions o

The principle of specificity applies here, meaning that in the event of any discrepancies, the offer takes precedence over the License Agreement, and the License Agreement, in turn, takes precedence over the General Terms and Conditions. The three aforementioned contractual components constitute the entire contractual relationship between the parties. Unless expressly stated in writing in the Offer, no collateral agreements have been made. However, individually negotiated collateral agreements shall take precedence provided they are in writing and legally validly signed by both parties. This exclusion applies exclusively to the Licensee’s pre-formulated terms and conditions of purchase.

6.2. By signing the offer and/or the license agreement, the Licensee expressly acknowledges the General Terms and Conditions of IDAT GmbH as an integral part of the contract.

6.3. By signing this agreement, the signatories confirm that they are legally or under individual agreements authorized to make legally binding declarations of intent for and on behalf of the participating companies. In case of doubt, the parties shall immediately seek authorization in accordance with § 177 of the German Civil Code (BGB).

End of License Terms

Appendices: - Technical Support - Professional Services

APPENDIX TECHNICAL SUPPORT

1. The special provisions set forth in this Appendix regarding the provision of technical support refer in their entirety to the underlying IDAT License Agreement (the “License Agreement”) and to the General Terms and Conditions of IDAT GmbH (the “GTC”).

2. Pursuant to Section 3 of the License Agreement, the Licensor shall provide the Licensee with first- level technical support, provided that the Licensee has paid the Licensor the applicable maintenance fee (see, in particular, Section 5.5 of the IDAT Terms and Conditions). The provision of support services is governed primarily by the terms of the offer, the License Agreement, and the IDAT Terms and Conditions, unless otherwise explicitly agreed in writing. In the absence of a valid maintenance agreement or an active maintenance period, support and maintenance services provided by the Licensor must be paid for separately at the then-applicable rates.

3. The Licensee may contact the Licensor’s technical support via email atwww.idat.de/support for specific issues, and support is available during the Licensor’s regular business hours (Mon–Fri 9:00 a.m.–5:00 p.m., excluding public holidays in Hesse and Germany). Once a request has been submitted to the Licensor’s technical support, the Licensor will confirm receipt of the request as soon as possible via email or, if necessary, by phone, and will then work toward resolving the request. The processing time may vary depending on the technical complexity of the request and also depends on whether a third-party provider must be consulted to address the request.

4. The licensee will initially assign a priority level to each support request according to the following matrix, which may then be adjusted by the licensor during the course of the support service, if necessary.

Urgency Level Description

Level 1 A key component of the software or the software itself is not functioning or is unresponsive, making it impossible to use and preventing dependent production processes from being executed. Level 2 The software itself is functioning and/or responding to input, but a component or functionality is unavailable, preventing certain processes from being executed. The software exhibits abnormal behavior by producing incorrect results. Level 3 The software is functioning properly, but there are questions regarding its application, use, setup, or installation, etc.

Depending on the selected urgency level—which may be adjusted by the licensor as necessary—the licensor will then take the necessary measures and allocate resources to resolve the request. As soon as the licensor provides a solution or a workaround for the described problem, the request will be formally closed or, if necessary, the priority will be reclassified by the licensor via email.

5. If the licensee does not agree with the handling, closure, or reclassification of the submitted request, the licensee may escalate the matter tosupport-eskalation@idat.de .

6. The Licensor’s technical support is limited to providing the Licensee with technical assistance regarding the ordered and delivered software components and functionalities. Customizations, further developments, migrations, update installations, and general developments (e.g., feature requests) are not covered by technical support and may, if applicable, be agreed upon separately with the Licensor as Professional Services (see Appendix: Professional Services). The setup, maintenance, upkeep, and repair of the Licensee’s underlying technical infrastructure are also expressly excluded from the Licensor’s support services, and are the sole responsibility of the Licensee, who must ensure, at its own expense and under its own responsibility, that its technical infrastructure always meets or exceeds the minimum requirements of the software products. 7. Before and during the provision of technical support, the Licensee shall ensure that all data has been properly stored and backed up (e.g., through separate backups). The Licensor bears no obligation to back up data prior to the commencement of support services. During the provision of technical support, it may become necessary to shut down the system. The Licensee shall ensure that this does not disrupt production processes. The Licensor’s liability is governed by the general liability clause, pursuant to which there is no limitation of liability for willful misconduct or gross negligence, nor for damages resulting from injury to life, body, or health. In cases of simple negligence, however, liability is limited to foreseeable damages typical for this type of contract in the event of a breach of material obligations.

8. Unless and to the extent otherwise specified in this Appendix or in a corresponding offer, the provisions of the License Agreement and the IDAT Terms and Conditions apply in full to the provision of technical support. By signing the License Agreement, the parties expressly agree to the provisions of this Appendix and the IDAT Terms and Conditions as integral parts of the contractual relationship between the parties.

APPENDIX PROFESSIONAL SERVICES

The special provisions set forth in this Appendix regarding the provision of Professional Services refer in their entirety to an underlying offer, the IDAT License Agreement (the “License Agreement”), and the General Terms and Conditions of IDAT GmbH, which constitute integral parts of the business relationship between the parties.

1. Additional Services

In addition to the licensing of the software by the Licensor under the License Agreement, it is also possible to commission further customized services (“hereinafter ‘Professional Services’”) from the Licensor by means of an order or a separate, written offer (also referred to in this Appendix as the “Service Offer”) together with a detailed scope of work (the “Scope of Work”). When providing Professional Services, the Licensor is bound by the specifications and objectives set forth in the corresponding Service Offer and its Service Description and will base its performance on these to an economically reasonable extent. The Licensor shall provide Professional Services with the diligence of a prudent businessperson in accordance with the generally accepted rules of the art at the time the services are provided. This does not constitute a warranty or guarantee of quality in the legal sense.

To agree on Professional Services, the parties shall draft and sign a Statement of Work based on the Service Proposal, which details the objectives, expectations, timeline, and costs of the Professional Services. Without a signed Service Proposal and Statement of Work, the Licensor is under no obligation to provide Professional Services. For this reason, the information, specifications, and scope of services detailed in the Service Offer and its Statement of Work regarding the configuration or implementation of deliverables are binding on the parties. It is the Licensee’s responsibility to clearly communicate all necessary and expected functionalities in advance so that they are noted in the Statement of Work. The Licensor is obligated only to provide the specifications and functionalities listed in the Statement of Work. Any expectations of the Licensee beyond this are under no circumstances part of the contract or part of the services owed. Deadlines associated with the submission of specifications must be strictly adhered to by the Licensee in order not to delay the delivery of the deliverables.

Every service offering or service description for Professional Services automatically refers to the special provisions of this appendix, the underlying license agreement, and the General Terms and Conditions of IDAT GmbH, unless expressly agreed otherwise in the service offering.

2. Changes to Services

If, during the provision of Professional Services, changes or extensions to the Professional Services to be provided and the associated service fees are agreed upon, these shall be set forth in detail in an addendum to the Service Offer and incorporated into it upon mutual signature. Service fees for services already provided by the Licensor that may thereby become obsolete shall not be refunded.

3. Expanded Obligations of the Licensee to Cooperate

In addition to the Licensee’s general obligations to cooperate as set forth in the License Agreement and the IDAT General Terms and Conditions, further specific obligations to cooperate shall apply in the event that the Licensor provides Professional Services; these obligations are intended to enable the Licensor to provide Professional Services to the agreed-upon extent and within the agreed-upon timeframe. In addition to the (free- of-charge) provision of equipment, data, computer systems, testing facilities, and workstations, this may also include the assignment of specialized employees of the Licensee whose specific expertise is necessary to achieve the objectives. The Licensor shall not be liable for the poor performance or non-performance of the Professional Services resulting from a breach of the Licensee’s obligations to cooperate.

4. Acceptance

The Licensor shall notify the Licensee in writing (including, for example, by email) of the completion of the respective Professional Services or their agreed-upon milestones and shall make the results of the services available to the Licensee for acceptance. As of the documented date of provision (“Delivery Date”), the Licensee is responsible for reviewing the delivered service results within a period of 14 calendar days and thoroughly verifying whether the objectives set forth in writing in the signed Service Offer and the Service Description have been met. If the service results meet the objectives set forth in the Service Description, the Licensee shall confirm acceptance in writing (e.g., via email) to the Licensor within the aforementioned period. In the event that, in the Licensee’s opinion, the targets set for the Professional Services have not been met, the Licensee is obligated to submit to the Licensor, within 14 calendar days of the delivery date, a detailed report of the defective or missing functionalities in the service results, with reference to the Service Description (“Defect Report”). To the extent that the defect report rightly refers to parts of the service results contained in the service offer and the service description, the Licensor shall then have an additional 14 calendar days to remedy the defective or missing functionalities of the service results. Following such subsequent delivery, the Licensee shall have an additional 7 calendar days to retest the corrected Service Results. This delivery and testing cycle shall be repeated until acceptance occurs. Acceptance may occur either through a written and signed acceptance protocol from the Licensee or automatically if the Licensee fails to submit a defect report within the aforementioned time limits. Such deemed acceptance presupposes that the deliverables are ready for acceptance and occurs only if no qualified error report regarding the agreed-upon specifications is received within the deadlines. Error reports or parts thereof that relate to performance results not required under the agreement do not trigger a new delivery and testing cycle or postpone acceptance.

Furthermore, the performance results shall be deemed accepted by the Licensee even without an express declaration of acceptance as soon as the Licensee uses the performance results for purposes other than mere testing (e.g., in its production environment).

5. Service Fees

The Licensee shall pay the Licensor the service fees for Professional Services listed and accepted in the corresponding Service Offer. Unless otherwise agreed in the Service Offer, 70% of the service fees are due in advance upon signing the order, and 30% upon acceptance (see Section 4 above). In addition, any reasonable travel expenses and other fees that have become necessary and are directly related to the provision of services shall be added. Unless expressly agreed otherwise in writing by the parties, the payment terms set forth in the IDAT General Terms and Conditions shall apply. All fees stated by the licensor are net fees, plus all applicable taxes and duties of any kind. Full reference is made to the underlying IDAT General Terms and Conditions.

6. Rights to Results of Services

Section 10 of the IDAT General Terms and Conditions generally also applies to the results of Professional Services. Unless otherwise expressly stipulated by the parties in the Service Offer, all intellectual property rights to the results of the services, developments, inventions, technology, and source code of the results of the services shall remain with the Licensor and its own licensors. The Licensee is granted only a limited right to use the results of the services in accordance with the provisions of the License Agreement.

7. Termination and Suspension

If the Licensee defaults on one or more of its obligations under the License Agreement or this Addendum, the Licensor is entitled to suspend the provision of Professional Services and the delivery of the corresponding deliverables until the breach has been remedied. , such a suspension does not constitute a delay in delivery on the part of the Licensor. Rather, all delivery deadlines are automatically extended by the duration of a permissible suspension, provided that the suspension is causally attributable to a breach of obligation by the Licensee. The Licensor shall immediately inform the Licensee of the suspension and any new deadlines.

Professional Services may be terminated by either party in writing (§ 126b BGB) during their provision. In the event of such termination by the Licensee, the Licensee shall pay the Licensor those portions of the service fees and expenses for services that have already been rendered as of the date of termination or for which extensive preparatory work has already been performed.

8. Reference to the License Agreement and General Terms and Conditions

Unless and to the extent otherwise specified in this Addendum or in a corresponding service offering, the provisions of the License Agreement and the IDAT Terms and Conditions shall apply in full to the provision of Professional Services. By signing the License Agreement, the parties expressly agree to the provisions of this Addendum and the IDAT Terms and Conditions as integral parts of the contractual relationship between the parties.