1. Unless otherwise agreed in writing, these terms of use for Zehnder myZehnder SSP (hereinafter "Terms") of [Zehnder Group International AG] or any of its Affiliates(hereinafter referred to as “Zehnder”) shall apply to all relationships in which Zehnder provides Cloud Services including support, as well as consulting or support services. They apply to precontractual relations accordingly.

1. “Affiliate” when used with reference to any Party, means any other person which controls, is controlled by or is under common control with such Party – in the case of Zehnder the group of companies below and Controlled by its ultimate publicly listed parent company Zehnder Group Ltd. A person shall be deemed to control another person if such person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise.
2. “Authorized User” (or “Customer”) means any person who correctly registers at myZehnder SSP.
3. “Cloud Materials” mean any materials provided by Zehnder to Customer before or in the course of performance in connection with the myZehnder SSP, including the materials produced delivering support for Customer. Cloud Materials include materials created in cooperation with Customer, but do not include the Customer Data, Customer Confidential Information or the MyZehnder SSP.
4. “Cloud Service” means the myZehnder SSP service provided by Zehnder to any Authorized User based on these Terms.
5. “Confidential Information” means all information which Zehnder or Customer protect against unrestricted disclosure to others or that are deemed confidential according to the circumstances of their disclosure or their content. In any case, the following information is considered to be Confidential Information of Customer: the Customer Data, Customer marketing and business requirements, and/ or Customer financial information; and Confidential Information of Zehnder: the Cloud Service and information regarding Zehnder research and development, product offerings, pricing and availability, as well as all Zehnder software, programs, tools, data or other materials that Zehnder makes available to Customer. Confidential Information shall not include information which:
   
   a) is disclosed with the Disclosing’s Party prior written consent;
   b) is already in the public domain or public knowledge at the time of receipt by the Receiving Party or comes into the public domain other than through a breach of the
       terms of this Agreement by the Receiving Party or by any recipient to whom disclosure of Confidential Information by the Receiving Party is permitted;
   c) is already lawfully known to the Receiving Party (as evidenced by its written records) as of the date of disclosure hereunder;
   d) is acquired independently from a third party that represents that it has the right to disseminate such information at the time it is acquired by the Receiving Party;
   e) is independently developed by the Receiving Party without use of the information received from the Disclosing Party; or
   f) is required to be disclosed under applicable law including rules of any applicable Stock Exchange or by a governmental order, decree, regulation or rule, or by any
      governmental agency or authority binding upon the Receiving Party; provided that, as soon as practicable and if permitted by law, such Receiving Party gives prior
      written notice to such Disclosing Party that such disclosure is required and consults with such Disclosing Party so it may seek a protective order or other appropriate
      remedy and/or waive compliance with the provisions of this Agreement.
6. “Customer Data” means any content, materials, data, personal data and information that Authorized Users enter into the production system of myZehnder SSP or derive from its use of and store in the myZehnder SSP (e. g. Customer-specific reports). Customer Data and its derivatives will not include Zehnder’s Confidential Information.
7. “Export Laws” means all applicable import, export control and sanctions laws, including without limitation, the laws of the USA, the EU, UK, Switzerland and Germany.
8. “myZehnder SSP” means a web-based solution to place requests provided and supported by Zehnder.

1. Customer may register an account and use the MyZehnder SSP [without remuneration and according to these Terms] on any computer or mobile device with the only purpose of using the services granted by Zehnder within the MyZehnder SSP (such as Reporting Claims, Asking Questions or submit Requests for Ordering a Service.
2. Unless otherwise provided in these Terms, multiple users may use the MyZehnder SSP.
3. For duration of registration Zehnder grants to Customer a non-exclusive, non-transferable right to use the MyZehnder SSP. Customer may use the MyZehnder SSP worldwide, except Customer shall not use the MyZehnder SSP from countries where such use is prohibited by Export Laws.
4. Customer may permit Authorized Users to use the Cloud Service within the contractually agreed scope. Customer is responsible for the acts and omissions of its Authorized Users, Affiliates, and Business Partners as for its own acts and omissions and shall oblige them to adhere to the contractual provisions for the use of the MyZehnder SSP. Customer is otherwise not allowed to sublicense, license, sell, lease, rent or otherwise make MyZehnder SSP available to third parties.
5. Acceptable Use Policy: When using the Cloud Service, Customer shall not: (a) copy, translate, disassemble, decompile, reverse engineer, or otherwise modify, in full or in part, or make any derivative works of the MyZehnder SSP, (except to the extent permitted by mandatory law); (b) use the Cloud Service in breach of applicable law, in particular Customer will not transmit any content or data that is unlawful or infringes any intellectual property rights of third parties; (c) circumvent or endanger the operation or security of the MyZehnder SSP.
6. Zehnder can temporarily limit or suspend Customer’s access (in particular user names and passwords) to the MyZehnder SSP to prevent damages, if it is sufficiently probable that the continued use of the MyZehnder SSP in breach of the Terms by Customer, the Authorized Users, or a third party using Customer’s access data may result in harm to the MyZehnder SSP, other Zehnder customers, or the rights of third parties in such a way that immediate action is required to avoid damages. Zehnder will notify Customer of the limitation or suspension to the extent necessary and in due course. If circumstances allow, Customer shall be informed in advance in writing or by email. Zehnder will limit the suspension or limitation in time and scope as reasonably possible under the circumstances.
7. The MyZehnder SSP may include integrations with web services made available by Zehnder-Partners or third party providers on external websites that are accessed through the MyZehnder SSP and subject to terms and conditions with those third parties. Zehnder shall provide only technical access to the content of such integrated websites. The content of such websites is the sole responsibility of these third parties.
8. The Cloud Service may include on-premise components that can be downloaded and installed (including updates) by Customer. The Zehnder referenced in section 3.2 of these Cloud GTC does not apply to these components.

1. Zehnder provides the MyZehnder SSP as a free add-on service to its Customer and will use reasonable care while providing the Cloud Service. Zehnder is not obliged to perform additional services or provide additional service features and has no obligation to provide any particular service level. Zehnder may cease providing access to such MyZehnder SSP at any time. This Section supersedes any conflicting term in these Terms.
2. Zehnder will implement and maintain appropriate technical and organizational measures to protect the personal data processed by Zehnder as part of the MyZehnder SSP in compliance with applicable data protection law.
3. The features of the MyZehnder SSP and the Zehnder Policies may be enhanced and may be adapted by Zehnder to reflect technical advances and to allow for the MyZehnder SSP’s continuing compliance with applicable mandatory law (“Continuous Modification”).
4. Zehnder may create analyses utilizing, in part, Customer Data and information derived from Customer’s use of the MyZehnder SSP, as set forth below (“Analyses”). Analyses and Customer Data may be used for the following purposes:
   
   (a) product improvement (in particular, product features and functionality, workflows and user interfaces) and development of new Zehnder products and services,
   (b) improving resource allocation and support,
   (c) internal demand planning,
   (d) training and developing machine learning algorithms,
   (e) improving product performance,
   (f) verification of security and data integrity
   (g) identification of industry trends and developments, creation of indices and anonymous benchmarking
   (h) Marketing purposes….

1. Customer is responsible for the content of the Customer Data and entering it into the MyZehnder SSP. Customer grants to Zehnder a nonexclusive right to process Customer Data for the sole purpose of and only to the extent necessary for Zehnder to provide and support the MyZehnder SSP (including without limitation preparing backup copies or performing penetration tests); (ii) to verify Customer’s compliance with the provisions set forth.
2. Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data protection law.
3. Customer shall maintain appropriate security standards for use of the MyZehnder SSP. Customer will not conduct or authorize penetration tests of the MyZehnder SSP without advance approval from Zehnder. Customer is solely responsible for determining the suitability of the MyZehnder SSP for Customer’s business processes and for complying with all applicable legal provisions regarding Customer Data and its use of the MyZehnder SSP.
4. While being registered Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations and prerequisites.

1. If Customer follows the instructions and the MyZehnder SSP is properly used, the MyZehnder SSP will perform substantially as can be expected as long as Zehnder is willing to offer the MyZehnder SSP. It is in Zehnder’s sole discretion to stop providing the MyZehnder SSP.
2. Zehnder warrants that MyZehnder SSP where used by Customer as described in these Terns does not infringe any third-party rights.
3. This limited warranty does not cover problems caused by Customer’s acts (or failures to act), the acts of others (including but not limited to IT security attacks maliciously executed through the MyZehnder SSP by bad actors), or events beyond the reasonable control of Zehnder.
4. Zehnder will remedy any defects as to quality and defect in title in reasonable time, if Zehnder is willing to keep providing MyZehnder SSP.
5. This limited warranty is the only direct warranty from Zehnder. Zehnder does not give any other express warranties, guarantees or conditions.
6. This limited warranty does not limit any consumer rights you might have under the applicable mandatory law.

1. Any liability of Zehnder related to the performance of the Cloud Service is excluded to the extent permitted by law. In particular, there is no liability for direct or indirect or consequential damages (e.g. loss of production, loss of business, lost profits, third party claims etc.) resulting from the use, malfunction or performance failure of the Products delivered by us.
2. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our executive bodies, legal representatives, employees, staff and vicarious agents.

1. Customer may only use the MyZehnder SSP to the extent described above. Zehnder shall retain ownership, title and control of all patents, rights to, in an from inventions, copyright and neighbouring and related rights as well as moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights to, in and from designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world ("Intellectual Property Rights") in relation to MyZehnder SSP.
2. Customer retains all rights in and related to the Customer Data.

1. Amendments and additions to the agreement have to be made in writing.
2. Legally relevant declarations and notifications of the Authorized Users to Zehnder with regard to the business relationship (e.g. setting of deadlines, notification of defects, declarations of withdrawal or reduction) shall be made in writing via mail to our postal address. The written form requirement can also be met by electronically transmitted signatures (such as DocuSign).
3. Customer shall comply with Export Laws in performance of these Terms.
4. Swiss law shall apply exclusively, to the exclusion of the conflict of laws provisions of private international law, to the extent legally permissible. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11.4.1980 is excluded.
5. Subject to mandatory places of jurisdiction according to applicable law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from or in connection with these Terms or their validity shall be Aarau, Switzerland. However, we shall also be entitled to assert claims at the registered office of the Contractual Partner.
6. These Terms can be changed by Zehnder at any time.
    

Zehnder Group International AG