These License Terms (hereinafter also referred to as “License” or “Terms”) are an agreement between You (either an individual or an entity, hereinafter in the License Terms referred to as "You", "Your" or “Licensee”) and MGT-COMMERCE for the use of MGT-COMMERCE’s CloudPanel software as defined below.

BY CLICKING THE ACCEPTANCE BUTTON THAT FOLLOWS THESE TERMS OR OTHERWISE INDICATING YOUR APPROVAL YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ACCEPTING THE TERMS ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU DECLARE THAT YOU ARE AUTHORIZED TO DO SO.

1. DEFINITIONS.

In these Terms, the following terms in capitals shall have the meaning assigned to them.

1.1 MGT-COMMERCE means MGT-COMMERCE GmbH, Mendelssohnstrasse 27, 10405 Berlin, Germany. E-Mail: contact@cloudpanel.io

1.2. The term "CloudPanel" (hereinafter mainly referred to as the “Software”) means MGT-COMMERCE’s control panel for easy administration and managing of dedicated servers and cloud servers. The term "CloudPanel" also includes any updates and supplements as well as support services for CloudPanel, unless agreed otherwise.

1.3. The term "Documentation" means the user manual published by MGT-COMMERCE for the use of the Software.

1.4. The "License Term" shall have the meaning as set out below. Unless otherwise defined in these Terms, or specified before accepting these Terms, the "License Term" shall be perpetual.

1.5. The term "Server" means the operating system, virtual machine or hardware, for which the CloudPanel is intended and/or on which CloudPanel is used.

1.6. The term "User Account" means the registered user account necessary for getting access to CloudPanel.

2. SCOPE AND SUBJECT MATTER.

2.1. These Terms, as effective at the time of acceptance by the Licensee, shall apply to the relationship between MGT-COMMERCE and the Licensee regarding Licensee´s use of the Software.

2.2. Any conflicting, deviating or supplementary general terms and conditions of the Licensee do not apply, unless MGT-COMMERCE expressly approves to their applicability in writing.

2.3. MGT-COMMERCE may amend these Terms at any time, provided there are compelling grounds that make this necessary – in particular, a change in the legal situation or rulings from the highest judicial authority, technical changes or advancements, loopholes in the Terms, changes in market conditions or other grounds of equivalent magnitude – and provided that such amendments do not unfairly disadvantage the Licensee. Amendments to the Terms shall be communicated to Licensee in writing or via email at least three (3) weeks before they take effect. Said amendments shall take effect if (i) the Licensee does not raise any objections, in writing or via email, within a period of three (3) weeks (commencing from the point at which the amendment notification is received) and (ii) MGT-COMMERCE has advised the Licensee of his/her right to object and the legal consequences of a lack of objection in the amendment notification.

2.4. Notwithstanding the foregoing, MGT-COMMERCE may, in the case of a Software license provided free of charge, at all times amend these Terms, revoke them or replace them with other terms. MGT-COMMERCE is also entitled to make new services or software products available free of charge or subject to a charge.

3. INTELLECTUAL PROPERTY RIGHTS.

3.1. The Software and any authorized copies that the Licensee makes, as well as the Documentation, are the intellectual property of and are owned by MGT-COMMERCE. The structure, organization, and source code of the Software are the valuable trade secrets and confidential information of MGT-COMMERCE and its suppliers. The Software is protected by law, including but not limited to the copyright laws of Germany and other countries, and by international treaty provisions.

3.2. Except as expressly stated herein, these Terms do not grant the Licensee any intellectual property rights in the Software. All rights not expressly granted are reserved by MGT-COMMERCE. The Software is licensed and not sold.

4. ACTIVATION OF SOFTWARE AND USER ACCOUNT.

To activate the Software it is necessary to create an User Account with Your name, e-mail address, password and the respective Server ID. The transfer or assignment of the User Account is prohibited without the express consent of MGT-COMMERCE.

5. GRANTED LICENSE.

5.1. Under the condition that (i) the Licensee is using an authorized version of the Software, and (ii) is holding a valid User Account, MGT-COMMERCE grants Licensee a limited, non-exclusive, non-sublicensable and non-transferable license during the License Term to use the Software within the scope of the Software’s functionality described in the Documentation available on MGT-COMMERCE’s dedicated website provided that the Licensee complies with all technical requirements, restrictions and terms of use specified in these Terms.

5.2. Upon the expiration or termination of the License Term, some or all of the Software may cease to operate without prior notice.

6. LICENSE RESTRICTIONS.

6.1. Licensee is not permitted to modify the Software (i) except as necessary to configure the Software using the menus, filters, options and tools provided for such purposes and contained in the Software, and (ii) to modify the Documentation, except as necessary to produce and adapt manuals and/or other documentation for Licensee’s internal business purposes.

6.2. Licensee shall not (i) reverse engineer, decompile, or disassemble the Software, (ii) rent, lease, lend or transfer the Software, or (iii) host the Software for third parties without the express written consent of MGT-COMMERCE. The Software is licensed as a single integral Software; its component parts may not be separated for use on more than one Servers. The Software may include copy protection technology to prevent the unauthorized copying of the Software. It is illegal to make unauthorized copies of the Software other than backups or to circumvent any copy protection technology included in the Software.

6.3. The Software shall under no circumstances resell the Software or otherwise enable third parties to use the Software for a fee without the prior written permission of MGT-COMMERCE.

6.4. All provisions within this Section 6 are subject to the extent that the Licensee has the right by applicable law to decompile the Software in order to obtain information necessary to render the Software’s interoperability with other software; the same applies to reverse engineering, decompilation, and disassembly of the Software, if and to the extent that it is expressly permitted by applicable law (such as, for instance, according to Sections 69d, 69e German Copyright Act (UrhG)).

6.5. The Software may also include some software components that are licensed (or sublicensed) under the GNU General Public License (GPL) or other similar free software licenses which, among other rights, permit the Licensee to copy, modify and redistribute certain programs, or portions thereof, and have access to the source code ("Open-Source Software"). If any Open-Source Software licenses require that MGT-COMMERCE provides rights to use, copy or modify an Open-Source Software component that are broader than the rights granted in these Terms, then these rights shall take precedence over the rights and restrictions herein.

7. LICENSEE’s OBLIGATIONS.

7.1. While using the Software, the Licensee agrees to comply will all applicable laws, rules and regulations. In all cases, the Licensee may only use the Software according to the anticipated use of the Software.

7.2. The Licensee shall in particular not

(i). modify, distort, block, abnormally burden, disrupt, slow down and/or hinder the normal functioning of all or part of the Software, or its accessibility to other users, or the functioning of, or attempt to do any of the above;

(ii). transmit any virus, trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data in relation to the use of the Software, and/or organize, participate in or be involved in any way in an attack on MGT-COMMERCE’s servers and/or the Software and/or those of its service providers and partners;

(iii). in relation to the use of the Software promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, or try to access other user’s system without prior consent;

(iv). make inappropriate use of the help service or the claim buttons or send untruthful reports to members of MGT-COMMERCE’s personnel.

7.3. MGT-COMMERCE reserves the right to deny access to the Software if there is evidence that the License is using technology which is affecting the functionality or security of the Software and/or is restricting MGT-COMMERCE´s ability to verify the Licensee´s access rights, and/or is restricting MGT-COMMERCE´s ability to prevent unauthorized use. In particular, MGT-COMMERCE may deny access, if the Software is being accessed from an IP-address listed in a publicly available blacklist or if the Licensee is using browser software enabling the Licensee to remain anonymous and/or preventing MGT-COMMERCE from monitoring the usage of the Platform (e.g. Tor-Browser). Prior to blocking the Licensee´s access to the Software, MGT-COMMERCE shall inform the Licensee of the intended blocking and grant the Licensee a reasonable period of time to correct the problem; this does not apply in exigent circumstances.

7.4. The Licensee shall promptly inform MGT-COMMERCE if the Licensee becomes aware of any misuse of access data or passwords. In the case of a misuse, MGT-COMMERCE has the right to suspend the access to the Software until the facts and circumstances have been cleared up and the misuse has been ended. The Licensee is liable for any misuse for which the Licensee is responsible.

8. DATA PRIVACY.

8.1. MGT-COMMERCE strictly complies with all applicable data protection laws. To the extent permitted by applicable laws, the Software may collect usage information to support the integrity of features and enhance the quality of the Software. Such usage information may contain personal data when it is reasonably needed for providing necessary services to the Licensee, or when the Licensee consents to providing such information.

8.2. All further information about the processing of personal data are given in MGT-COMMERCE’s Privacy Policy

9. LICENSE TERM AND TERMINATION.

The granted License is effective from the moment of acceptance as described at the beginning of these Terms and shall remain in force until terminated according to its terms. As the current version of the Software is for free, MGT-COMMERCE and the Licensee may terminate this Agreement, at any time, for any reason. Termination by MGT-COMMERCE will be effective upon (i) notice to the Licensee or (ii) at the time of MGT-COMMERCE’s decision to discontinue offering and/or supporting the Software.

10. DISCLAIMER OF WARRANTIES FOR FREE VERSIONS OF THE SOFTWARE.

10.1. IF YOU ARE A LICENSEE SITUATED IN THE EUROPEAN UNION.

Subject to Section 11 of these Terms, You acknowledge and agree that the liability of MGT-COMMERCE for the Software is excluded except for in case of intent or gross negligence. A claim for damages arising from a legal defect or a defect in the Software is only permissible if MGT-COMMERCE fraudulently conceals such defect. Subject to any statutory claims You as the Licensee may have under law (which shall not be affected), MGT-COMMERCE is not obliged to provide any additional technical support to You without charge.

10.2. IF YOU ARE A LICENSEE SITUATED OUTSIDE THE EUROPEAN UNION.

DISCLAIMER OF WARRANTIES: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND MGT-COMMERCE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. MGT-COMMERCE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MGT-COMMERCE OR AN MGT-COMMERCE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, MGT-COMMERCE MAY CHOOSE TO REPLACE THE LICENSEE’S COPY OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY.

11.1. IF YOU ARE A LICENSEE SITUATED IN THE EUROPEAN UNION.

MGT-COMMERCE shall only be liable without restriction according to the statutory provisions for damages of the Licensee caused by intentional or gross negligent conduct of MGT-COMMERCE or its agents. The same applies to personal injury and damages according to the German Software Liability Act (ProdHaftG) or comparable laws in other jurisdictions that may apply. Otherwise, the liability of MGT-COMMERCE for damage claims – for whatever legal reason – is limited in accordance with the following conditions, unless otherwise provided by an explicit guarantee of MGT-COMMERCE:

(i). For damages caused by slight negligence, MGT-COMMERCE is only liable insofar as they cause damage to contractual obligations (cardinal obligations). Cardinal obligations are those contractual obligations which must be fulfilled in order to ensure orderly implementation of the contract and in whose observance the Licensee should be able to trust. Insofar as MGT-COMMERCE is responsible for simple negligence hereafter, the liability of MGT-COMMERCE is limited to the typically foreseeable losses.

(ii). The liability of MGT-COMMERCE for damages caused by loss of data lost by slight negligence is limited to the typical cost of restoration, which would have been incurred in case of regular and appropriate data backup and data protection by the Licensee.

(iii). The above liability limitations shall also apply to agents of MGT-COMMERCE.

11.2. IF YOU ARE A LICENSEE SITUATED OUTSIDE THE EUROPEAN UNION.

LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MGT-COMMERCE OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR DEFECT IN OR CAUSED BY THE SOFTWARE, INCLUDING BUT NOT LIMITED TO COMPROMISING THE SECURITY OF YOUR COMPUTER, SERVER, OPERATING SYSTEM OR FILES, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF MGT-COMMERCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, MGT-COMMERCE’S ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE – IF ANY - OR REPLACEMENT OF THE SOFTWARE WITH A SOFTWARAE OF COMPARABLE RETAIL VALUE, AS MGT-COMMERCE MAY ELECT IN ITS SOLE DISCRETION. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN PART OR WHOLE.

12. FINAL PROVISIONS.

12.1. Applicable Laws. Except as provided for below (Section 12.3), these Terms shall be governed by and construed in accordance the following laws, without reference to or application of conflicts of laws principles: The laws of Germany.

12.2. Jurisdiction. Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the Parties of these Terms agree that the courts of Berlin, Germany, shall have exclusive jurisdiction for all disputes under these Terms and the underlying contract, its execution and validity.

12.3. Notwithstanding the foregoing, if the mandatory laws or public policy of any country or territory in which these Terms are enforced or construed prohibit the application of the law specified herein, then the laws of such country or territory shall instead apply to the extent required by such mandatory laws or public policy. Similarly, if you are a consumer, the foregoing provisions under Section 12.1 shall not affect any mandatory right you may have to take action in your country of residence under the laws of that country.

12.4. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

12.5. Severability. If individual provisions of these Terms 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.

Berlin, July 2020