1. Usage of GK CloudPOS for Training Purposes

1. 1. GK Software will provide Partner with temporary access to one or more GK POS clients provided in a cloud for training purposes. Further Details on the respective Training are specified in the respective Training Order Form.
   2. For the purposes and for the duration of the Training, GK Software grants access to and use of the GK CloudPOS in accordance with the terms and conditions of this Agreement to the Authorized Users designated by the Partner. GK Software will provide the information how to download the GK CloudPOS and how to get access directly to the Authorized Users.
   3. The Partner must ensure that access to and use of the GK CloudPOS is restricted to Authorized Users only. Partner and Authorized Users must keep their access credentials secure and confidential. The access credentials for each Authorized User account is only permitted to be used by the specific Authorized User holding the account; a disclosure to third-parties or Representatives of the Partner who are not the account holding Authorized User is strictly forbidden. In the event that unauthorized third parties use Partner’s or Authorized User’s access credentials, Partner shall be liable for any resulting losses or damages.
   4. GK Software, at its sole discretion, has the right to cancel, discontinue or change the usage of GK CloudPOS under exclusion of any liability. If, in the opinion of GK Software, Partner Representatives (including Authorized Users) do not fulfil the requirements and obligations stipulated in this Agreement or elsewhere, GK Software has the right to refuse or exclude the Partner and/or Partner Representatives (including Authorized Users) from the access to and/or use of the GK CloudPOS and to terminate this Agreement with immediate effect without further liability.

2. Temporary License

1. 1. For the duration of the Training referred to in the Training Order Form / Statement of Work, GK Software grants to the Partner a non-transferable, non-sublicensable, revocable and non-exclusive and limited right to access and use the GK CloudPOS solely for non-productive and non-commercial purposes (internal purposes, specifically only for training, internal testing, evaluating, and creating an integration in accordance with this Agreement and any instructions or other guidelines provided by GK Software hereunder (whether in writing electronically, orally, digitally embodied or in any other form). The rights granted to the Partner herein are granted by GK Software under the condition that Partner will refrain from using the integration externally – neither commercially, non-commercially, productively or non-productively – and in particular will refrain from using, selling, promoting and offering the Integration or making it available otherwise to end-customer or any other interested parties, unless both Parties enter into a separate commercial agreement. The use of the GK CloudPOS for other than training purposes, such as third party demonstration or production purposes, is strictly prohibited.
   2. Upon termination of the respective Training GK Software will terminate the Partner’s access and use of the GK CloudPOS. The Partner shall promptly return to GK Software or destroy any of the downloaded software, including all copies or reproductions thereof or based thereon (whether in tangible or intangible form) in Partner’s possession or in the possession of any of Partner Representatives (including Authorized Users). At the request of GK Software, the Partner will furnish a certificate signed by an officer of the Partner, certifying that any downloaded Software not returned has been destroyed.
   3. Any further access to and use of the GK CloudPOS for purposes other than those stipulated herein is not permitted. In particular the Partner shall not be entitled (i) to license, sell, lease, rent, outsource or otherwise transfer or make available or grant access to the downloaded Software to third parties, (ii) to copy, duplicate, translate, decompile, reverse-engineer or modify, enhance or create substantially derived forms of the downloaded Software or commission third parties to do so. The Partner shall not remove notices and notations that refer to Intellectual Property Rights by GK Software or a third party.
   4. The Partner is obligated to ensure compliance of the Temporary License terms as stipulated in this Agreement by any of Partner’s Representatives (including Authorized Users).

3. Costs and Expenses

1. 1. For the use of GK CloudPOS in accordance with this Agreement, no remuneration is agreed beyond that agreed in the Training Order Form / Statement of Work.
   2. All costs and expenses relating to or arising directly or indirectly out of Partner’s or Partner Representatives’ (including Authorized Users’) usage of GK CloudPOS are the sole cost and responsibility of the Partner. Additional services (e.g. additional Support) require a separate written agreement and will only be provided by GK Software against additional remuneration.

4. Term

1. 1. The Agreement is valid for the duration of the Training referred to in the Training Order Form / Statement of Work and ends without notice of termination as the Training ends.

5. Further Provisions

1. 1. The use of GK CloudPOS for Training under this Agreement is not subject to the Partner’s license agreement or any other agreement between Partner and GK Software.
   2. Under this Agreement GK CloudPOS is provided without a warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. GK Software assumes no responsibility of any kind for errors or omissions in the GK CloudPOS.
   3. The Partner is obligated to ensure compliance of the obligations, terms, conditions, and limitations within this Agreement by any of Company’s Representatives (including Authorized Users). In cases of violation by the Partner, the Partner shall be liable to the full extent and shall indemnify GK Software from all liabilities (including GK Software’s relevant attorneys’ fees and expenses) to third parties.
   4. Modifications and amendments to this Agreement must be made in written form to be effective. Oral subsidiary agreements shall not be effective. This also applies to the cancellation or repeal of this provision.
   5. Should one or several of the provisions of this Agreement be or become legally ineffective, the validity of the remaining provisions shall not be affected thereby. In such case, the Parties to the Agreement shall undertake to agree to replace the ineffective provision with a legally admissible provision that comes as close as possible to the actually intended purpose of the legally ineffective provision.