EULA

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

2.1 Subject to the Customer purchasing the Services in accordance with this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services during the Term, unless earlier terminated in accordance with this Agreement, solely for the Customer’s internal business operations (the “License”). You may allow Your Authorised Users to use the Services for this purpose, and You are responsible for their compliance with this Agreement and Your order.

2.2 In relation to the Authorised Users, the Customer undertakes that:

• (a) each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed no less frequently than every 3 months and that each Authorised User shall keep their password confidential;
• (b) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time;
• (c) it shall permit the Supplier or the Supplier’s designated auditor to audit the use of the Services in order to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
• (d) if any of the audits referred to in clause 2.2(c) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such password. All the consequences connected with such a revealed password belong solely to the Customer and never the Supplier.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any Material during the course of its use of the Services that:

• (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• (b) facilitates illegal activity;
• (c) depicts sexually explicit images;
• (d) promotes unlawful violence;
• (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• (f) is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any Material that breaches the provisions of this clause.

2.4 The Customer shall not:

• (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
  • (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
  • (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
• (b) access all or any part of the Services in order to build a product or service which competes with the Services; or
• (c) use the Services to provide services to third parties; or
• (d) licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or
• (e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause; or
• (f) introduce or permit the introduction of any Virus into the Supplier’s network and information systems.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3.1 The Service Specifications describe and govern the Services. During the Term, we may update the Services and Service Specifications (with the exception of the Data Processing Agreement as described below) to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of third party content (as defined below). GI Global updates to the Services or Service Specifications will not materially reduce the level of performance, functionality, security or availability of the Services during the Term of Your order.

3.2 You may not, and may not cause or permit others to:

• (a) use the Services to harass any person; cause damage or injury to any person or property; publish any Material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations, so that the Services could be potentially directly/indirectly alleged of any illegal or reputationally damaging action;
• (b) perform or disclose any benchmarking or availability testing of the Services; and
• (c) perform or disclose any performance or vulnerability testing of the Services without GI Global’s prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Services;

((a) through (c) collectively, the “Acceptable Use Policy”).

3.3 In addition to other rights that we have in this Agreement and Your order, we have the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include removing or disabling access to Material that violates the policy.

3.4 In addition to the case where there is a violation of the Acceptable Use Policy, we may suspend Your or Your Authorised Users’ access to, or use of, the Services if we believe that:

• (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; or
• (b) You or Your Authorised Users are accessing or using the Services to commit an illegal act;

When reasonably practicable and lawfully permitted, we will provide You with advance notice of any such suspension. We will use reasonable efforts to re-establish the Services promptly after we determine that the issue causing the suspension has been resolved. During any suspension period, we will make Your Content (as it existed on the suspension date) available to You. Any suspension under this Section shall not excuse You from Your obligation to make payments under this Agreement.

4.1 The Supplier shall, during the Term, provide the Services to the Customer on and subject to the terms of this Agreement.

4.2 The Supplier shall use commercially reasonable endeavours to make the Software available 24 hours a day, seven days a week, except for:

• (a) planned maintenance, or
• (b) unscheduled maintenance required to repair urgent matters, which can occur during peak usage if the Supplier deems necessary.

5.1. Both Parties agree to abide by the terms of the Privacy Policy and any Data Processing Agreement agreed between the Parties based on existing data privacy regulations and best practice.

5.2 In order to protect Your Content provided to GI Global as part of the provision of the Services, we will comply with the applicable administrative, physical, technical and other safeguards, and other applicable aspects of system and content management.

5.4 Subject to clauses 5.2 and 5.3, You hereby give us consent to collect and exchange data, including any Personal Data, with our sub-contractors.

• (a) the relevant GI Global privacy policies applicable to the Services, available at www.generationimpact.tech; and
• (b) the applicable version of the Data Processing Agreement for GI Global Services (the “Data Processing Agreement”), unless stated otherwise in Your order. The version of the Data Processing Agreement applicable to Your order (a) is available at www.generationimpact.tech and is incorporated herein by reference, and (b) will remain in force during the Term of Your order. In the event of any conflict between the terms of the Data Processing Agreement and the terms of the Service Specifications (including any applicable GI Global privacy policies), the terms of the Data Processing Agreement shall take precedence.

5.5 Subject to clauses 5.2 and 5.3, You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal Data) as part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, and (c) any use by You or Your Authorised Users of the Services in a manner that is inconsistent with the Terms of this Agreement. To the extent You disclose or transmit Your Content to a third party, we are no longer responsible for the security, integrity or confidentiality of such content outside of GI Global control.

5.6 Unless otherwise specified in Your order (including in the Service Specifications), Your Content may not include any sensitive or special data that imposes specific data security or data protection obligations on GI Global in addition to or different from those specified in the Service Specifications.

6.1 The Customer acknowledges that the Services may enable or assist it to access the software content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services. You acknowledge and agree that we are not responsible for, and have no obligation to control, monitor, or correct, third party content. We disclaim all liabilities arising from or related to third party content.

6.2 You acknowledge that: (i) the nature, type, quality and availability of third party content may change at any time during the Term of your Order, and (ii) features of the Services that interoperate with third party services depend on the continuing availability of such third parties’ respective application programming interfaces (“APIs”). We may need to update, change or modify the Services under this Agreement as a result of a change in, or unavailability of, such third party content, third party services or APIs. If any third party ceases to make its third party content or APIs available on reasonable terms for the Services, as determined by us in our sole discretion, we may cease providing access to the affected third party content or third party services without any liability to You. Any changes to third party content, third party services or APIs, including their unavailability, during the Term Of your Order does not affect Your obligations under this Agreement or the applicable order, and You will not be entitled to any refund, credit or other compensation due to any such changes.

6.3 The Supplier may subcontract all or part of its obligations under this Agreement and/or use the services of third-party providers to deliver GI Global Tech. To the fullest extent permitted by law, GI Global disclaims all liability for the acts or omissions of subcontractors and/or third-party providers, including, but not limited to, Bluehost or other cloud services providers.

6.4 You acknowledge that we will use the data from third-party audits (e.g. Generation female and Intertek), compliancechecks and/or reporting for potential business intelligence reporting, analysis and analytical reporting. Your and your third-party information in this regard is considered authorised.

7.1 The Supplier represents that it has validly entered into this Agreement and that it has the power and authority to do so. Furthermore, the Supplier undertakes that the Services will be performed substantially in accordance with this Agreement, the information contained on the Site and with reasonable skill and care in all material respects as described in the Service Specifications (the “Services Warranty”). If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services).

7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.

7.3 The Supplier:

• (a) does not warrant that:
• • (i) the Customer’s use of the Services will be uninterrupted or error-free; or
  • (ii) that the Services, and/or the information obtained by the Customer through the Services will meet the Customer’s requirements or expectations; or
  • (iii) the Software or the Services will be free from Vulnerabilities or Viruses or any other potential damages.
• (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4 To the extent not prohibited by law, for any breach of the Services Warranty, your exclusive remedy and our entire liability shall be the correction of the deficient Services that caused the breach of warranty, or, if we cannot substantially correct the deficiency in a commercially reasonable manner, you may end the deficient Services and we will refund to you the fees for the terminated Services that you pre-paid to us for the period following the effective date of termination.

7.5 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

7.6 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

8.1 The Customer shall:

• (a) provide the Supplier with:
• • (i) all necessary co-operation in relation to this Agreement; and
  • (ii) all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
• (b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
• (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
• (d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
• (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
• (f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
• (g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

8.2 The Customer warrants that it has satisfied itself as to the suitability of the Services in advance of the execution of this Agreement. The Customer confirms that it meets its expectations and it is fit for the purposed that it has been procured for. The Customer furthermore represents that it has validly entered into this Agreement and that it has the power and authority to do so.

9.1 The Customer shall pay the Fees to the Supplier for the Services in accordance with the Plan selected in the Order Form. Once placed, Your order is non-cancellable and the sums paid non- refundable, except as provided in this Agreement or Your order.

9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete contact and billing details and, ensure that a payment of the Fees is made by bank transfer to an account indicated by the Supplier without undue delay.

9.3 If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier (e.g. interest rate on late payments starting from the date in which any invoice will become due until the date of actual payment), the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

9.4 All amounts and fees stated or referred to in this Agreement:

• (a) shall be payable in CHF;
• (b) are non-cancellable and non-refundable;
• (c) are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate, or imposed by applicable law that we must pay based on the Services You ordered, except for taxes based on our incomes.

9.5 The Supplier shall be entitled to increase the Fees annually.

9.6 Optional services, such as extra capacity, are available on the Services (any such services, an “Upgrade”). Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual period as indicated. Upgrade fees are not refundable.

10.1 The Supplier or its licensors retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of the Supplier under this Agreement. The Supplier represents and warrants that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

10.2 Where applicable, the Customer or its licensors retain all ownership and intellectual property rights in and to its Content. The Customer represents and warrants that it has and at all times will have the right and power to use in connection with GI Tech any and all hardware, software, or other technologies, including without limitation, any Material, and any programming content, owned, contributed or supplied by the Customer.

10.3 The Customer acknowledges and agrees that nothing in this Agreement grants the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.

10.4 You may have access to third party content through use of the Services. Unless otherwise stated in Your order, all ownership and intellectual property rights in and to third party content and the use of such content is governed by separate third party terms between You and the third party, which, in its turn, must be in line with the relevant clauses of this chapter.

10.5 You grant us the right to host, use, process, display and transmit Your Content and Your data to provide the Services pursuant to and in accordance with this Agreement and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to Your Content required by GI Global to perform the Services. You also bear sole responsibility for all alleged breaches, incorrectness and integrity breaches which You may face from Your contragents, clients and similar.

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. Confidential Information shall be limited to the terms and pricing under this Agreement and Your order, Your Content residing in the Services, and all information clearly identified as confidential at the time of disclosure. A party’s Confidential Information shall not be deemed to include information that:

• (a) is or becomes publicly known other than through any act or omission of the receiving party;
• (b) was in the other party’s lawful possession before the disclosure;
• (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
• (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2 Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

11.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. We will protect the confidentiality of Your Content residing in the Services in accordance with the GI Global security practices defined as part of the Service Specifications applicable to Your order.

11.4 Each Party may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement, and each party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, are part of the Supplier’s Confidential Information.

11.6 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.7 The above provisions of this clause 11 shall survive termination of this Agreement, however arising.

12.1 The Supplier shall defend, indemnify and hold the Customer harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) which may be awarded to any third party in respect of any claim or action against the Customer arising from the breach by the Supplier of clause 10.1 above, provided that:

• (a) the Supplier is given prompt notice in writing of any such claim;
• (b) all measures of defense and negotiations of settlement shall be subject to the Supplier’s sole discretion;
• (c) such indemnity shall only be applicable in the event of a final decision by a court of competent jurisdiction from which no appeal exists and shall be limited to the total amount of the Fees received by the Supplier under this Agreement; and
• (d) this indemnity shall not cover any alleged infringement caused within the framework of clause 12.4 below.

12.2 The Customer shall indemnify and hold the Supplier harmless against any damages (including reasonable attorney’s fees and costs) which may be awarded to any third party in respect of any claim or action against the Supplier arising out of or in connection with the Customer’s use of the Services, or from the breach by the Customer of any representation and warranty set forth in clause 10.2 above, provided that:

• (a) the Customer is given prompt notice of any such claim;
• (b) the Supplier provides reasonable co-operation to the Customer in the defense and settlement of such claim, at the Customer’s expense; and
• (c) the Customer is given sole authority to defend or settle the claim.

12.3 In the defense or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

• (a) a modification of the Services by anyone other than the Supplier; or
• (b) the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or
• (c) the Customer’s use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

13.1 Except as expressly and specifically provided in this Agreement:

• (a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier shall under no condition be anyhow responsible for any content created or edited by Customer or Authorised Users or for any potential implications of such content being made available by Authorised Users on the GI Tech platform. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction. Furthermore, the Supplier shall have no liability for any issues/problems/outcomes related to the performance, operation or security of the Services that arise from your Content or third party content or Services provided by third parties;
• (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
• (c) the Services are provided to the Customer on an “as is” basis.

13.2 Nothing in this Agreement excludes the liability of either Party:

• 1- (a) for death or personal injury caused by the Supplier’s negligence; or
• 2- (b) for fraud or fraudulent misrepresentation.

13.3 Subject to clause 13.1 and clause 13.2:

• (a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
• (b) the Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall not exceed the total amounts actually paid under the Order Form for the Services giving rise to the liability during the twelve (12) months immediately preceding the event giving rise to such liability.”. It is however agreed and understood that for any damage caused by GI Global with gross negligence, its liability towards You shall be unlimited.

13.4 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.

14.1 This Agreement shall be for the Term and shall end on its expiry.

14.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

• (a) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
• (b) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts or any other insolvency or administration process commences;
• (c) the other Party breaches a material term of this Agreement, other than those specified in clause 14.3 below, and fails to correct the breach within 30 days of written specification of the breach. Except for non-payment of fees, the non-breaching party may agree in its sole discretion to extend the 30 days period for so long as the breaching party continues reasonable efforts to cure the breach. In this context, You agree that if You are in default under this Agreement, You may not use those Services ordered.
• (d) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
• (e) the other Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

14.3 The Supplier shall have the right to immediately terminate this Agreement, by giving written notice to the Customer in which event the granted licenses shall revert to GI Global, in the event that The Customer does any of the following:

• (a) breaches any of the provisions of this Agreement relating to reverse compilation, unauthorized modification or alteration of the Software;
• (b) fails to comply with the requirements set forth in clauses 2.1, 2.3 and 2.4;
• (c) fails to make timely payment of the fees due GI Global under this Agreement specified in clause 9 and the Order Form;
• (d) violates its obligations regarding confidentiality set forth in clause 11;
• (e) files a petition for bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if the Customer discontinues its business.

14.4 On termination of this Agreement for any reason:

• (a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;
• (b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
• (c) We will make Your Content (as it existed at the end of the Term of your Order) available for retrieval by You during a retrieval period set out in the Service Specifications. At the end of such retrieval period, and except as may be required by law, we will delete or otherwise render unrecoverable any of Your Content that remains in the Services. Our data deletion practices are described in more detail in the Service Specifications;
• (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

14.5 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.

15.1 We continuously monitor the Services to facilitate GI Global’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. GI Global monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. GI Global does not monitor, and does not address issues with, non- GI Global software provided by You or any of Your Authorised Users that is stored in, or run on or through, the Services. Information collected by GI Global monitoring tools (excluding Your Content) may also be used to assist in managing GI Global’s product and service portfolio, to help GI Global’s address deficiencies in its product and service offerings, and for license management purposes.

15.2 We may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). We may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or any individual. We retain all intellectual property rights in Service Analyses.

15.3 We may provide You with the ability to obtain certain GI Global software (as defined below) for use with the Services. If we provide GI Global software to You and do not specify separate terms for such software, then such GI Global software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use such Generation Impact software, subject to the terms of this Agreement and Your order (except for separately licensed elements of the GI Global software, which separately licensed elements are governed by the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Authorised Users to use the GI Global software for this purpose, and You are responsible for their compliance with the license terms. Your right to use any GI Global software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the GI Global software. Notwithstanding the foregoing, if GI Global software is licensed to You under separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of the GI Global software that is licensed under the separate terms is not restricted in any way by this Agreement.

16.1 Export laws and regulations of Switzerland and any other relevant local export laws and regulations apply to the Services. Such export laws govern use of the Services (including technical data) and any Services deliverables provided under this Agreement, and You and we each agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from the Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

16.2 You acknowledge that the Services are designed with capabilities for You and Your Authorised Users to access the Services without regard to geographic location and to transfer or otherwise move Your Content between the Services and other locations such as Authorised User workstations. You are solely responsible for the authorization and management of Authorised User accounts across geographic locations, as well as export control and geographic transfer of Your Content.

The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

If there is an inconsistency between any of the provisions of this Agreement and the policies, the provisions of this Agreement shall prevail.

Except as expressly provided in this Agreement, the Supplier shall be entitled to vary the terms of this Agreement.

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

22.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

22.2 If any provision or part-provision of this Agreement is deemed deleted under clause 22.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

24.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

24.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

25.1 We are an independent contractor and nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

25.2 Our business partners and other third parties, including any third parties with which the Services have integrations or that are retained by You to provide consulting services, implementation services or applications that interact with the Services, are independent of GI Global and are not GI Global’s agents. We are not liable for, bound by, or responsible for any problems with the Services or Your Content arising due to any acts of any such business partner or third party, unless the business partner or third party is providing Services as our subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as we would be responsible for our resources under this Agreement.

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

28.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this Agreement.

28.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Switzerland, without regard to conflict of law principles.