XLT - License Agreement

1. License
Subject to the terms and conditions set forth in these Terms and Conditions,
XCEPTANCE hereby grants to the Licensee, under all Intellectual Property
Rights owned by or licensable by XCEPTANCE, including any existing or future
related patents owned or licensable by XCEPTANCE, a worldwide, perpetual,
non-exclusive, non-transferable (except as specifically set forth herein),
non-sublicensable right and license to use Xceptance LoadTest XLT ("Software")
in object code form subject to the restrictions as specified under clause 5.
The foregoing includes any and all documentation (to be provided in both
electronic and hardcopy form) that pertains to the Software. Further, such
rights are granted to the Licensee provided that the Licensee will not breach
any obligations as set forth in these Terms.

2. Updates
XCEPTANCE may offer the Licensee product updates for the Software ("Updates").
As long as XCEPTANCE does not provide the Licensee with specific license terms
and conditions for the Updates, these present terms and conditions apply to all
Updates provided by XCEPTANCE. "Updates" means (i) new releases of the Software
or Documentation and (ii) modifications, revisions or enhancements to the

That Updates may contain product features that are different from the features
of the Software that the Licensee has received before. With the use of an
Update, the Licensee confirms acceptance of the respective changes to the
product features. XCEPTANCE will describe all changes that are effective to the
product features with regard to the forgoing version of the Software.

3. Ownership
As between the Licensee and XCEPTANCE, XCEPTANCE owns all rights, titles and
interests in and to the Software. Other than as expressly set forth in these
Terms, no license or other rights in or to the Software are granted to the
Licensee, and all such licenses and rights are hereby expressly reserved.
Licensee is obliged to accept XCEPTANCE's ownership of copyright in the
Software and will not remove any copyright notice or other proprietary notices.

4. License Fees 
The Software is licensed at no costs. XCEPTANCE reserves the right to change
the pricing for the licensing of the Software at any time.

5. Restrictions 
Licensee is not permitted to 

- Modify the Software;
- Share the Software with third parties;
- Offer the Software for download, sell or otherwise share with or distribute
  the Software to third parties;
- Incorporate the Software into a product or a software service model, including
  but not limited to cloud computing model, SaaS or hosting solutions, except
  for non-commercial purposes, e.g. for the company's internal usage.

6. Confidentiality
Each party will maintain in confidence all Confidential Information (as defined
below) disclosed by the other party hereto. The receiving party (the
"Recipient") agrees that it will not use, disclose or grant use of such
Confidential Information except as expressly authorized by the disclosing party
("Discloser") hereunder. Recipient hereby agrees to use at least the same
standard of care as it uses to protect its own confidential information of a
similar nature, but not less than a reasonable degree of care, to ensure that
its employees, agents or consultants do not disclose or make any unauthorized
use of such Confidential Information. "Confidential Information" means any
confidential or proprietary information, source code, plans or any other
information relating to any research project, work in process, future
development, scientific, engineering, manufacturing, marketing or business plan
or financial or personnel matter relating to Discloser, its present or future
products, sales, suppliers, Licensees, employees, investors or business,
identified by Discloser as Confidential Information, whether in oral, written,
graphic or electronic form. If disclosed in written, graphic or electronic
form, the information must be marked as confidential. If disclosed in oral
form, such Confidential Information must be reduced to writing and marked as
Confidential Information within 30 days following disclosure. The parties agree
that (i) the material commercial terms of these Terms and (ii) the Software,
except for in uses expressly permitted hereunder, will also be considered
Confidential Information of XCEPTANCE.

The obligations of confidentiality contained in this section will not apply to
the extent that it can be established by Recipient by competent, documented
proof that such Confidential Information: (a) was already known to Recipient,
other than under an obligation of confidentiality, at the time of disclosure by
the Discloser; (b) was generally available to the public or otherwise part of
the public domain at the time of its disclosure to Recipient; (c) became
generally available to the public or otherwise part of the public domain after
its disclosure and other than through any act or omission of Recipient in
breach of these Terms; (d) was disclosed to Recipient, other than under an
obligation of confidentiality, by a third party who had no obligation not to
disclose such information to others; or (e) was developed independently by
Recipient without reference to or use of the Confidential Information of

Each party will promptly return all Confidential Information to the other party
or destroy upon written request from the Discloser.

7. Limited Warranties

8. Limitations of Liability
XCEPTANCE shall be liable for damage caused by it or its employees with intent
or gross negligence. XCEPTANCE shall neither be liable for indirect damage, nor
consequential harm caused by a defect, nor a loss of profits.

9. Marketing
XCEPTANCE and Licensee agree that XCEPTANCE may issue a press release within 60
days upon the provision of the Software to the Licensee. Upon Licensee's
request, Licensee will have prior approval of press release, but agrees not to
unreasonably withhold or delay that approval. Licensee agrees to be a reference
for XCEPTANCE to potential XCEPTANCE Licensees upon XCEPTANCE's reasonable
request. XCEPTANCE and Licensee agree that they may engage in mutually
beneficial marketing activities. XCEPTANCE is permitted to use the name and the
trademarks of the Licensee when XCEPTANCE is citing the Licensee as a reference
in conjunction with any marketing activities.

10. General
The relationship of XCEPTANCE and Licensee governed by these Terms is
that of independent contractors. These Terms will be governed by and construed
exclusively under the laws of Germany. The place of jurisdiction will be
the location of the party that has been sued. Any notice required or permitted
to be given under these Terms will be delivered by registered or certified mail
or overnight courier, postage prepaid, to the address of the other party set
forth on the cover page hereto. Except for payment obligations, nonperformance
of either party will be excused to the extent that performance is rendered
impossible by any reason where failure to perform is beyond the reasonable
control of the non-performing party.

Licensee agrees that its rights and obligations under these Terms may not be
transferred or assigned directly or indirectly without the prior written
consent of XCEPTANCE except that it has already been permitted by these Terms
or the transfer is part of a merger with another company or the acquisition of
the Licensee by a third party. In case of a permitted transfer of rights, the
Licensee ensures that the third party will agree to these terms and conditions.

Only these Terms shall apply. Terms and conditions of the party receiving the
Software are not valid, even if not explicitly stated by XCEPTANCE. Additions
or modifications to these Terms must be made in writing and enter into effect
only when signed by both parties.

Should one or more provisions of these Terms be or become invalid, then this
shall not affect the validity of the remaining provisions. The invalid clause
shall then be replaced by the parties by a valid clause that comes as close as
possible, in its economic purpose, to the original intent of the invalid