Licence agreement

PLEASE READ THIS AGREEMENT CAREFULLY. YOU WILL BE DEEMED TO HAVE ACCEPTED THIS AGREEMENT IF YOU: 1) DOWNLOAD THE APP OR USE, INSTALL OR OTHERWISE EXPLOIT RELUTION ON THE WEB; OR 2) CLICK ON THE "I ACCEPT" OR SIMILAR BUTTON ASSOCIATED WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT DOWNLOAD THE APP, USE RELUTION ON THE WEB, INSTALL OR USE IT, OR DELETE IT FROM YOUR DEVICE.

This Relution License Agreement (this "Agreement") contains the terms and conditions that govern your access to and use of Relution ("Relution") as a SaaS offering or server software installed in your environment (as defined below) and constitutes an agreement between Relution GmbH ("Relution", "we", "us" or "our") and you or the entity you represent ("you"). This Agreement becomes effective when you click an "I Accept" button or checkbox presented with these Terms, or earlier when you use any of the Relution Products (the "Effective Date"). You represent to us that you are legally able to enter into contracts (e.g. that you are not a minor). If you are entering into this Agreement on behalf of a company, such as the company you work for, you represent to us that you are authorised to legally bind those companies. Please refer to clause 15 for the meaning of certain defined terms used in this Agreement.

1. Use of Relution

1.1 General

You may access and use Relution in accordance with this Agreement. Different service level agreements may apply to particular editions of Relution. You must comply with all laws, rules and regulations affecting your use of Relution, including the Special Terms and Conditions, Relution's Terms and Conditions and the other policies defined in Section 15.

1.2 Your Account

To access Relution as an Offer, you must create a Relution Account with a valid email address. You may only create one Account per email address. You are responsible for all activities that occur under your Account, whether the activities are undertaken by you, your employees, or third parties (including your contractors or agents), and we and our affiliates are not responsible for any unauthorized access to your Account except to the extent that it results from a breach of this Agreement by us. You must notify us immediately if you believe that unauthorised third parties are using your Account or if your Account information is lost or stolen. You may terminate your Account and this Agreement at any time subject to the terms of Section 8. Similarly, we may delete unpaid, unused or accounts with multiple used email addresses at our discretion.

1.3 Technical Support

If, as a Freemium Customer, you require support for the Services beyond the support we generally provide free of charge to users of our Services, you may sign up at any time for another paid edition of Relution. Non-defect support is generally not offered free of charge. For this purpose, you can request a quotation for a corresponding contingent via sales@relution.io. Support is provided exclusively via our helpdesk (helpdesk.relution.io).

1.4 Third Party Content

Third party content, such as software applications provided by third parties, may be provided to you directly by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or reviewed third-party content, your use of third-party content is at your own risk. For an overview of the 3rd party licenses used (especially FOSS), please visit the Relution Portal. By accepting this agreement and using Relution, you accept the relevant licence terms.

2. Changes

2.1 To Relution

We may, from time to time, modify, discontinue, phase out, or change or remove any feature or functionality of Relution. We will notify you of any material change or discontinuation of Relution. This may also occur at very short notice if third parties cease to support or provide their services.

2.2 To the APIs

We may from time to time modify, discontinue or phase out any of Relution's APIs, but we will use commercially reasonable efforts to continue to support the previous versions of any modified, discontinued or phased-out API for a period of 3 months after the modification, discontinuation or phase-out (unless (a) doing so creates a security risk or intellectual property issues, (b) it creates an economic or technical hardship, or (c) it is necessary to comply with laws or requirements of governmental authorities).

2.3 Service Level Agreements

We may modify, discontinue or amend Service Level Agreements from time to time in accordance with clause 13.

3. PRIVACY

Relution takes the privacy of its customers very seriously. Please read the Privacy Policy carefully as it governs the collection, use and disclosure of your personal information with Relution. Relution generally has no interest in processing or storing personal data. However, should this be necessary in exceptional circumstances, the parties will enter into a contract for processing (GCP) in accordance with the GDPR.

4. SECURITY

4.1 Relution Security

Without prejudice to clause 10 or your obligations under clause 5.2, we will take reasonable and appropriate steps to help you protect your content against accidental or unlawful loss, access or disclosure.

4.2 Technical Security

We are committed to protecting your privacy and continually update technical and organisational security measures to protect the information you provide to us. These measures are designed to prevent unauthorised access, unlawful deletion or manipulation and accidental loss of data to the best of our ability.

5. Your obligations

5.1 Your Content

You are solely responsible for the creation, content, operation, maintenance and use of Your Content. In particular, you are solely responsible for:

(a) the technical operation of Your Content, including ensuring that the invocation of each Service is compatible with the then applicable APIs for such Services;

(b) the compatibility of Your Content with relevant policies and the law;

(c) any claims in relation to Your Content; and

(d) the proper handling of notifications made to you (or your affiliates) by persons claiming that your content infringes their rights.

(e) not to upload files or Content to Relution that contain viruses or malicious computer code.

5.2 Security and Backup

You are responsible for the proper configuration and use of Relution by trained personnel and must take your own measures to ensure adequate security, protection and backup of your Content and infrastructure, which may include the use of encryption technologies to protect your Content from unauthorised access and regular archiving. We would like to point out that data loss can occur at any time, e.g. in the event of technical defects or incorrect configuration. Since this can also result in, for example, a reset to factory settings or even the exclusion of access to the respective end device, you are obliged to also ensure backups of the managed end devices. The Relution credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other company or person, except that you may disclose the private keys to your agents and contractors working on your behalf. New versions of Relution (in particular patches and updates) must be tested immediately by you on a suitable environment when operating on your own infrastructure and installed in the production system after successful testing.

5.3 Infringements by end users

If you permit, support or encourage another person or entity to take certain actions in connection with this Agreement, your Content or your use of Relution, those actions will be imputed to you. You are responsible for the use of Your Content and Relution by End Users. You must ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are in accordance with this Agreement. As soon as you become aware of any breach by an End User of your obligations under this Agreement, you must immediately terminate that End User's access to your Content and Relution.

5.4 Support of end Users

You are responsible for providing customer service to End Users (to the extent owed). We will not provide support or services to End Users unless we have entered into a separate agreement with you or an End User requiring us to provide support or services.

6. Fees and Payment

6.1 Service Fees

We charge fees and charges annually in advance. We may also invoice you at more frequent intervals for fees incurred if we suspect your account is fraudulent or there is a risk of non-payment. You must reimburse us for the fees and charges incurred by you for using Relution as described on the Relution website using one of the payment methods we accept. All amounts under this Agreement are payable without deduction or withholding. Fees and charges for new Services or new features of a Service will apply as soon as we post updated fees and charges on the Relution Website, unless we notify you otherwise. We may increase fees and charges for existing Services or introduce new fees and charges with at least 30 days' notice. We may charge you interest on all late payments at the rate of 1.5% per month (or the highest rate permitted by law, if lower).

6.2 Taxes

All fees and charges payable by you are plus applicable taxes and duties, including VAT and applicable sales taxes. You must provide us with any information we may reasonably request to determine whether we are required to collect VAT from you, including your VAT registration number. If you are legally exempt from all sales, use or similar transaction taxes, you are responsible for providing us with legally valid tax exemption notices for each taxing authority. We will apply the tax exemption notices to the charges thereafter incurred under your Account from the date of receipt of the relevant notices. If any deduction or withholding is required by law, you must notify us and reimburse us for the additional amount necessary to make the net amount we receive, after deduction and withholding, equal to the amount we would have received if no deduction or withholding had been required. You will provide us with additional documentation to prove that the amounts deducted and withheld have been paid to the relevant tax authority.

7. Temporary Suspension

7.1 General

We may immediately suspend all or any part of your right to access or use, or that of end users with respect to Relution, upon notice to you, if we determine that:

(a) your or any End User's use of or registration for Relution (i) poses a security risk to Relution or any third party, (ii) may adversely affect Relution or another Relution customer's systems or content, (iii) may expose us, our affiliates or any third party to liability, or (iv) may be fraudulent;

(b) you or any End User are in breach of this Agreement, including if you are more than 15 days in arrears with your payment obligations; or

(c) you have ceased trading, you have made an assignment for the benefit of creditors or similar disposition of your assets, or you have become the subject of any bankruptcy, reorganisation, liquidation, dissolution or similar proceeding.

7.2 Effect of Suspension

If we suspend all or any part of your right to access or use Relution, the following will apply:

(a) You will remain responsible for all fees and charges incurred up to the date of suspension;

(b) You will remain responsible for all applicable fees and charges for all Relution Content to which you continue to have access, applicable data storage fees and charges, and fees and charges for orders in process that are completed after the date of suspension;

(c) You will not be eligible to receive service credits under the Service Level Agreements for the duration of the suspension; and

(d) We will not delete Your Content as a result of the suspension, except as otherwise provided in this Agreement. Our right to suspend your right to access or use Relution is in addition to our right to terminate this Agreement pursuant to Section 8.2.

8. TERM; TERMINATION

8.1 TERM

The term of this Agreement will commence on the Effective Date and continue until terminated by you or us in accordance with Section 8.2.

8.2 TERMINATION

(a) Ordinary Termination: You may terminate this Agreement without cause by: (i) providing us with written notice of termination; and (ii) closing your Account for any Services for which we provide an Account closure procedure. We may terminate this Agreement without cause upon 30 days' notice. The term of the Relution License or Maintenance Agreement may have a different notice period, which must be given.

(b) Extraordinary Termination:

(i) By either party: Either party may terminate this Agreement for cause upon 30 days' notice to the other party in the event of a material default or material breach of this Agreement by the other party, unless the breaching party cures the material default or material breach within the 30-day notice period.

(ii) By Us: We may also terminate this Agreement effective immediately with respect to You (A) for cause if any act or omission by You or any End User results in a suspension under Section 7. 1, (B) if our relationship with a third party that provides software or other technology that we use to provide Relution or any material part thereof expires, is terminated, or requires us to change the manner in which we provide the software or other technology as part of the Services, (C) if we believe that providing the Services constitutes a material breach of the Agreement, or (D) if we are unable to perform our obligations under the Agreement, that providing the Services could cause a substantial economic or technical hardship or a substantial security risk to us, (D) in order to comply with the law or the requirements of governmental authorities, or (E) if we determine that the use of Relution by you or an End User or our provision of any Service to you or an End User has become impractical or impracticable for legal or regulatory reasons.

8.3 EFFECT OF TERMINATION

(a) In General: Upon the effective date of any termination of this Agreement.

(i) your rights under this Agreement will terminate immediately;

(ii) you will remain responsible for all fees and charges incurred by you up to the date of termination, including fees and charges for orders in process that are completed after the termination date;

(iii) you will return all Relution Content or, if requested by us to do so, destroy all Relution Content in your possession; and

(iv) clauses 5, 6.2, 7, 9 (other than the licence granted to you under clause 9.4), 10, 11, 12, 13 and 14 will continue to apply in accordance with their terms.

(b) Termination Support: Except in the event that we terminate your use of the Relution pursuant to Section 8.2(b), for a period of 30 days after a termination becomes effective:

(i) we will not delete your Content as a result of the termination;

(ii) you will not be able to get back your Content stored on the Services unless you have paid all charges for any post-contractual use of Relution and any other amounts due; and

(iii) we will provide you with the same post-contractual data migration support that we regularly provide to all customers.

Any additional termination support provided by us must be agreed separately between you and us.

9. PROPRIETARY RIGHTS

9.1 YOUR CONTENT

As between you and us, you or your licensors are entitled to all rights, title and interest in and to your Content. Except as provided in this Section 9, we do not obtain any rights from you or your licensors under this Agreement in Your Content, including any related Intellectual Property Rights. You agree that we may use Your Content to provide Relution to you and all end users. We may publish your content to provide Relution to you or all end users, or to comply with governmental or regulatory requests (including subpoenas or court orders).

9.2 REQUIRED RIGHTS

You represent and warrant to us that:

(a) you or your licensors have all right, title and interest in and to your Content and your Contributions;

(b) you hold all necessary rights in Your Content and Your Submissions to grant the rights under this Agreement; and

(c) none of Your Content, Your Contributions or the use of Your Content, Your Contributions or Relution by End Users violates any law or Relution's policies.

9.3 LICENSE TO RELUTION

As between you and us, we or our affiliates or licensors own and reserve all right, title and interest in and to Relution. We grant to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use, during the Term and upon payment of a claim: (i) access and use the Services solely in accordance with this Agreement; and (ii) reproduce and use the Relution Content solely in connection with your permitted use of the Services. Except for the rights under this Section 9.4, you do not obtain from us or our licensors any rights in Relution under this Agreement, including any related Intellectual Property Rights. Portions of the Relution Content may be made available to you under a separate license, such as the "Apache Software License" or other open source licenses. In the event of any conflict between this Agreement and any Separate Licence, the Separate Licence shall prevail with respect to the Relution Content in question.

9.4 LICENSE RESTRICTIONS

Neither you nor any end user may use Relution in any manner or for any purposes not expressly permitted by this Agreement. Neither you nor any end user may, (a) modify, alter, tamper with, repair, or otherwise create derivative works of the software included in Relution (except to the extent that the software included in Relution is provided to you under a separate license that expressly permits the creation of derivative works), (b) use Relution, including any content such as API interfaces, for any other purpose not expressly permitted by this Agreement, or (c) modify, alter, tamper with, repair, or otherwise create derivative works of the software included in Relution. (b) reverse engineer, disassemble or decompile Relution, including all content, including but not limited to API interfaces, or use any other process or method to obtain the source code of the software and components included in Relution, (c) use or access Relution in a manner designed to avoid incurring fees or to exceed usage limits or quotas, or (d) resell or sublicense Relution or attempt to do any of the foregoing (a) through (d). All licenses granted to you under this Agreement are conditioned upon your continuing compliance with this Agreement, and will terminate immediately and automatically if you fail to comply with any term or condition of this Agreement. During the Term and beyond, you will not, and will not authorise, assist or encourage any third party to, claim patent infringement or other infringement of any Intellectual Property Rights relating to Relution that you have used against us or our affiliates, customers, vendors, business partners or licensors. You may only use the Relution Marks with written consent and in accordance with the Trademark Policy.

9.5 PROPOSALS

If you submit Proposals to us or our Affiliates, we will retain all right, title and interest in and to such Proposals, even if you have marked the Proposals as confidential. We and our affiliates shall be entitled to use the Proposals without restriction of any kind. You hereby irrevocably assign to us all right, title and interest in and to the Proposals and agree to provide us with all assistance we may require to document, perfect and defend our rights in the Proposals.

10. INDEMNIFICATION

10.1 Generally

You will defend, indemnify and hold us, our affiliates and licensors, and their respective employees, officers, directors and agents harmless from and against any claim(s), damages, loss(s), liability, cost or expense (including reasonable attorneys' fees) arising out of or in connection with any third party claim relating to: (a) Your use or any End User's use of Relution (including any activity under Your Relution Account and any use by Your employees and staff); (b) any breach of this Agreement or violation of applicable law by You or any End User; (c) Your Content or the combination of Your Content with any other application, content or process, including any claim of alleged infringement or misappropriation of a third party's rights by Your Content or by the use, development, design, production, promotion or marketing of Your Content; or (d) a dispute between You and an End User. If we or our affiliates are required to respond to a third party subpoena or other compelling court order or proceeding as described above, you must reimburse us for both reasonable attorneys' fees and our employees' and contractors' time, at our then-current hourly rates, spent responding to the third party subpoena or other compelling court order or proceeding.

10.2 PROCEDURE

We will notify you promptly of a claim under clause 10.1. However, if we fail to do so, your obligations under clause 10.1 will be limited only to the extent that our failure has prejudiced your ability to defend the claim. You may: (a) retain counsel of your choice (subject to our written consent) to defend any claim; and (b) satisfy the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may at any time assume control of the defence or settlement negotiations in respect of the claim.

11. EXCLUSIONS

RELUTION'S SOFTWARE FEATURES ARE PROVIDED ON AN "AS IS" BASIS. WE, OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO RELUTION OR ANY THIRD PARTY CONTENT, INCLUDING THAT RELUTION OR ANY THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR ANY THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR AFFILIATES AND OUR LICENSORS HEREBY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY ORDINARY COURSE OF DEALING OR USAGE OF TRADE.

12. Limitation of Liability

NEITHER WE NOR OUR AFFILIATES OR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDEMNIFICATION, REIMBURSEMENT OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, FAULTY INSTALLATION, CONFIGURATION AND ADMINISTRATION, INCLUDING AS A RESULT OF (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO RELUTION, (II) OUR DISCONTINUATION OF ANY OR ALL RELUTION FEATURES AND CONTENT, OR (III) WITHOUT LIMITING ANY OBLIGATION UNDER THE SLAS (SERVICE LEVEL AGREEMENTS), ANY UNFORESEEN OR UNANNOUNCED DOWNTIME OF ALL OR ANY PART OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURE OR OTHER INTERRUPTIONS; (B) PROCUREMENT COSTS FOR SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENT, EXPENSE OR OBLIGATION BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO RELUTION; OR (D) ANY UNAUTHORISED ACCESS TO, ALTERATION, DELETION, DESTRUCTION, DAMAGE OR LOSS OF YOUR CONTENT OR OTHER DATA OR FAILURE TO STORE YOUR CONTENT OR DATA. IN ANY EVENT, OUR ENTIRE LIABILITY AND THAT OF OUR AFFILIATES AND OUR LICENSORS IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU HAVE EFFECTIVELY PAID TO US UNDER THIS AGREEMENT FOR THE SERVICES UPON WHICH THE CLAIM IS BASED DURING THE 12 MONTHS PRECEDING THE CLAIM.

APP STORE DISCLAIMER. THIS AGREEMENT IS BETWEEN YOU AND RELUTION AND NOT ANY OTHER ENTITY SUCH AS GOOGLE, INC. OR APPLE, INC. OR MICROSOFT INC. OR ANY OTHER THIRD PARTY THROUGH WHICH YOU OBTAIN A MOBILE APPLICATION OR THE APP (COLLECTIVELY AND INDIVIDUALLY, "THIRD PARTY APP STORES"), AND IN NO EVENT SHALL ANY THIRD PARTY APP STORE BE OBLIGATED TO PROVIDE MAINTENANCE OR SUPPORT FOR THE APP, ANY WARRANTY PROVIDED IN THIS AGREEMENT, OR ANY COMPENSATION FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE APP. YOU ARE BOUND BY ALL APPLICABLE TERMS AND CONDITIONS SET FORTH WITH RESPECT TO SUCH THIRD PARTY APP STORES. IN THE CASE OF AN APP DOWNLOADED FROM APPLE'S APP STORE, THE LICENSE HEREIN FOR THE APP IS ONLY TO USE THE APP TO PERFORM THE WARRANTIES SET FORTH HEREIN. YOU MUST CONTACT RELUTION, AND NOT THE THIRD-PARTY APP STORES, IF YOU CLAIM THAT THE APP DOES NOT COMPLY WITH APPLICABLE LEGAL OR REGULATORY REQUIREMENTS, OR IF YOU MAKE A CLAIM UNDER CONSUMER PROTECTION, PRIVACY OR SIMILAR LAWS. THIRD-PARTY APP STORES AND THEIR SUBSIDIARIES ARE THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT AND HAVE THE RIGHT TO ENFORCE THIS AGREEMENT AGAINST YOU.

13. Changes to this Agreement

We may modify this Agreement (including any policies) at any time by posting a modified version on the Relution Site or otherwise notifying you in accordance with Section 14.6, provided, however, that we provide at least 30 days' notice of any adverse changes to Service Level Agreements in accordance with Section 14.6. After the 30-day notice period with respect to adverse changes to the Service Level Agreements, the changed terms will become effective upon their publication or, if we notify you by notice, as specified in the notice. By continuing to use Relution after any amendment to this Agreement becomes effective, you agree to be bound by the amended terms. It is your responsibility to check the Relution site periodically for changes to this Agreement. We last modified this Agreement on the date shown at the end of this Agreement.

14. MISCELLANEOUS

14.1 CONFIDENTIALITY AND ADVERTISING

You may use Relution Confidential Information only in connection with your use of Relution as permitted in this Agreement. You may not disclose Relution Confidential Information during the Term or for a period of 5 years after termination. You must take all reasonable steps to prevent the disclosure, dissemination or unauthorised use of Relution's Confidential Information, including, at a minimum, such steps as you take to protect your own Confidential Information of a similar nature. You may not make any press release or other public communication in connection with this Agreement or your use of Relution. You will not misrepresent or embellish the relationship between us and you (including by explicitly or implicitly expressing that we support, promote, endorse or contribute to you or your business activities), and will not explicitly or implicitly assert any relationship or affiliation between us and you and/or any other person or entity, except as expressly permitted by this Agreement.

14.2 FORCE MAJEURE

We and our Affiliates shall not be liable for any delay or failure to perform this Agreement if the delay or failure is due to any cause beyond our reasonable control, including acts of God, labour disputes or other operational disruptions, systemic electrical, telecommunications, or other network failures, earthquakes, thunderstorms or other acts of nature, blockades, embargoes, riots, acts and orders of governments, acts of terrorism or war.

14.3 INDEPENDENT CONTRACTORS; NON-EXCLUSIVE RIGHT

You and we are independent contractors, and neither party or its respective affiliates is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right to (a) develop, or have developed for them, products, services, concepts, systems or techniques similar to or competitive with products, services, concepts, systems or techniques developed or conceived by the other party; and (b) support third party developers or system integrators offering products or services competitive with the other party's products or services.

14.4 NO BENEFIT TO THIRD PARTIES

This Agreement does not create any third party beneficiary rights for any person or entity that is not a party to this Agreement.

14.5 COMPLIANCE WITH IMPORT AND EXPORT REGULATIONS

In connection with this Agreement, each party must comply with all applicable import, re-import, export and re-export control laws and regulations, including country-specific and economic sanctions programmes. It is clarified that you are only responsible for compliance with such regulations with respect to the manner in which you use Relution, including your transmission and processing of your Content, the making available of your Content to end users, and the Relution Region in which the foregoing takes place.

14.6 Notice

(a) To You: We may provide notice to You pursuant to this Agreement by: (i) posting a notice on the Relution Site or in Relution; or (ii) sending a message to the email address then on file for your Account. Notices we give by posting on the Relution Site will be effective upon posting and notices we give by email will be effective when we send the email. You are responsible for keeping your email address up to date. You will be treated as having received an email sent to the email address then on file for your account, regardless of whether you actually received that email.

(b) To Us: To notify us under this Agreement, you must contact Relution as follows: (i) ticket at the helpdesk (helpdesk.relution.io); or (ii) by personal delivery, overnight courier or registered mail to Relution GmbH, Daimlerstrasse 133, D-70372 Stuttgart, Germany. We may update the helpdesk URL or address for notices to us by posting a notice on the Relution website. Notifications sent by personal delivery are effective immediately. Notifications sent by overnight courier will be effective the next business day after they are sent. Notices sent by registered mail will be effective three business days after mailing.

14.7 TRANSFER

You will not transfer or assign this Agreement, or delegate or sub-license your rights under this Agreement, without our prior written consent. Any transfer or assignment in breach of this clause 14.7 will be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

14.8 No WAIVER

Our failure to enforce any provision of this Agreement shall not constitute a present or future waiver of such provision or limit our right to enforce such provision at a later date. Any waiver of rights by us must be in writing to be effective.

14.9 SEVERABILITY

If any part of this Agreement is held to be invalid or unenforceable, the remaining parts of this Agreement shall remain valid and in force. Ineffective or unenforceable portions shall be construed in a manner that most closely approximates the original intent and effect of the provision. If such an interpretation is not possible, the invalid or unenforceable part shall be severed from the remainder of the agreement; the remaining parts of the agreement shall remain valid and in force.

14.10 APPLICABLE LAW; JURISDICTION

This Agreement and any dispute of any kind arising between you and us shall be governed by the laws of the Federal Republic of Germany, without regard to its conflict of law provisions. Any dispute relating in any way to the Relution or this Agreement in which a party asserts a total claim of 10,000 Euros or more shall be decided by the competent court in Stuttgart, Germany. You consent to the exclusive jurisdiction and venue of such courts. We shall be entitled to seek injunctive or other relief based on any actual or alleged infringement of the Intellectual Property Rights or other proprietary rights of us, our affiliates or any third party in any state, federal or national court having jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

14.11 SEVERABILITY CLAUSE

This Agreement contains the policies and constitutes the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, agreements, understandings or agreements, written or oral, between you and us relating to the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and privacy provisions in Sections 3 and 4 of this Agreement contain our conclusive obligation and that of our affiliates with respect to the security, privacy and confidentiality of your Content. We will not be bound by, and we expressly object to, any term, condition or other provision that is different from or in addition to the terms of this Agreement (whether or not such term, condition or other provision would materially alter this Agreement) that is transmitted by you as part of an order, acknowledgement of receipt, acceptance, confirmation, notice or other document. If the terms of this document are inconsistent with the terms of any policy, the terms of that document will prevail, except that the Terms of Service will prevail over this document.

14.12 Language

IF THIS AGREEMENT IS TRANSLATED INTO A LANGUAGE OTHER THAN GERMAN, IN THE EVENT OF ANY DISCREPANCIES OR INCORRECT TRANSLATIONS, THE GERMAN VERSION ALONE SHALL PREVAIL.

15. DEFINITIONS

"General Terms and Conditions" means the GTC's currently available at www.relution.io or contained in the Quotation, Individual/Framework Agreement, as updated by us from time to time.

"Special Conditions" means all retrievable terms and conditions such as, without limitation, the Product & Service Description, Service Level Agreement, Special Conditions for the Provision of Standard Software and Software Maintenance and other terms and conditions, as updated by us from time to time.

"API" means the application program interface.

"Relution Confidential Information" means any non-public information disclosed by us, our affiliates, business partners, our or their respective employees, contractors or agents and marked as confidential or reasonably expected to be confidential by its nature or the circumstances of its disclosure. Confidential information of Relution includes, but is not limited to:
(a) non-public information relating to our technology, customers, business plans, marketing and promotional activities, finances and other business matters, or such information of our affiliates or business partners; (b) information of third parties that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Relution Confidential Information does not include information that (i) is or becomes publicly known without breach of this Agreement; (ii) was already known to you, as evidenced by documentation, at the time you received it from us; (iii) was obtained by you from a third party who did not obtain or disclose such information through a wrongful or tortious act; or (iv) was independently developed by you, as evidenced by documentation, without reference to Relution Confidential Information.

"Relution Content" means content that we or any of our affiliates make available in connection with the Services or on the Relution Site to enable access to and use of the Services, including WSDLs, documentation, sample code, software libraries, command line tools and other related technology. Relution Content does not include the Services.

"Relution Marks" means trademarks, service marks, service or trade names, logos or other marks of Relution and its affiliates that we may provide to you in connection with this Agreement.

"Relution Site" means www.relution.io and any subsequent or related site so designated by us.

"Content" means software (including so-called machine images), data, text, sound, video, images or other content.

"Documentation" means the development guide, implementation manual, user guide, quick reference guide, and other technical manuals, retrievable within the Software, as such documentation may be updated by us from time to time.

"End User" means any individual or entity who, directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Relution using Your Account.
The term "End User" does not include individuals or entities who access or use Services or any Content under their own Relution Account rather than through your Account.

"Policies" means any restrictions described in the Relution Content and on the Relution Website and any other policies or terms contained or referenced in this Agreement. Policies are not whitepapers or other marketing materials referenced on the Relution Site.

"Service" means any web service provided by us or our affiliates, including the web services further described in the Terms of Service.

"Service Level Agreement" means any service level agreement we provide in connection with the Services and post on the Relution Site, as updated by us from time to time.

"Relution" means the Services (including associated APIs), the Relution Content, the Relution Marks, the Relution Site, and any other product(s) or service(s) provided by us under this Agreement. The term Relution does not include Third Party Content.

"Proposals" means any proposed enhancement to Relution that we receive from you.

"Term" means the term of this Agreement as set out in clause 8.1.

"Your Contributions" means Content you post or otherwise submit to Developer Forums, Sample Code Repositories, Public Data Repositories, or similar community-oriented areas of the Relution Site or Services.

Status May 2023