This Software License Agreement (“Agreement”) is entered into by and between ACAR Learning Technologies GmbH, Switzerland (“Licensor”) and [Licensee Name] (“Licensee”), collectively referred to as the “Parties.”

Recitals WHEREAS, Licensor has developed ROOM MANAGER, a software solution for room management (“Software”), and wishes to grant a license to the Licensee under the terms and conditions set forth in this Agreement and the existing Terms and Conditions of ACAR Learning Technologies GmbH;

WHEREAS Licensee desires to obtain, and Licensor agrees to grant, a license to use the Software subject to the terms and conditions set forth in this Agreement and the existing Terms and Conditions of ACAR GmbH.

1. Grant of License

Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Software solely for Licensee’s internal business operations, subject to the terms and conditions of this Agreement and the existing Terms and Conditions of ACAR GmbH.

2. License Restrictions

The licensee shall not modify, distribute, sublicense, create derivative works from, or reverse engineer the Software, except as expressly permitted in writing by the Licensor.

3. License Structure and Deployment Requirements

The Room Manager License is structured based on the client’s Microsoft 365 tenant level, applicable per SharePoint site collection. It is mandatory for each client’s Microsoft 365 tenant to be individually licensed. Furthermore, each SharePoint site collection where the Room Manager solution is deployed requires a separate and unique Room Manager license. This stipulation ensures that each deployment is properly licensed in accordance with its specific usage within the client’s organizational structure, maintaining compliance and integrity of the licensing agreement.

4. Client Obligations for Microsoft Licensing and Third-Party Solutions Integration

The client bears the responsibility for compliance with Microsoft Licensing agreements and any third-party solutions integrated into the Room Manager. It is imperative that the client ensures adherence to all Microsoft Licensing requirements and terms when utilizing Microsoft products within the Room Manager solution. Additionally, when incorporating third-party solutions, the client is obligated to abide by the licensing terms and conditions stipulated by the respective third-party providers. This obligation emphasizes the client’s commitment to maintaining proper licensing and compliance in conjunction with the Room Manager, safeguarding the integrity of all integrated technologies and solutions

5. Intellectual Property Rights

All intellectual property rights in the Software and any related documentation are and shall remain the exclusive property of the Licensor. Licensee is granted no rights or licenses therein, other than the rights expressly granted in this Agreement.

6. Third-Party Components

Licensee acknowledges that the Software may include third-party components and that the Licensee is solely responsible for the acquisition and licensing of such components. Licensee is also responsible for any support related to third-party components.

7. Warranties and Disclaimers

The Software is provided “as is,” and the Licensor disclaims all other warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

8. Limitation of Liability

The licensor’s liability under this Agreement shall be limited to the amount paid by Licensee for the Software. In no event shall Licensor be liable for any indirect, special, incidental, or consequential damages arising out of or related to this Agreement.

9. Term and Termination

This Agreement shall commence on the Effective Date and continue until terminated by either party in accordance with the existing Terms and Conditions of ACAR GmbH.

10. General Provisions

This Agreement, together with the existing Terms and Conditions of ACAR GmbH, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings regarding such subject matter.

11. Acknowledgment

Licensee acknowledges that they have read and understood this Agreement, the existing Terms and Conditions of ACAR GmbH, and agree to be bound by their terms and conditions. The Licensee affirms that they have had the opportunity to seek legal counsel with respect to this Agreement and the Terms and Conditions.

IN WITNESS WHEREOF, the Parties have executed this Software License Agreement as of the Effective Date.

Licensor: ACAR Learning Technologies GmbH, Switzerland

By: ___________________________ Name: Title: Date:

Licensee: [Licensee Name]

By: ___________________________ Name: Title: Date: