General SaaS Terms and Conditions

1. SAAS SUBSCRIPTION AND SERVICES TERMS AND CONDITIONS

These SaaS Subscription and Services Terms and Conditions (“Terms”) shall govern all SaaS Products and Professional Services (as defined in these Terms) rendered either directly to Customer (as defined in these Terms) or rendered indirectly via Partner to Partner Customers (as defined in these Terms).

These Terms are entered into as of the date in the Partner Quotation (as defined in these Terms) or the date of the Customer Subscription (together “Subscription Form”) (“Terms” and “Subscription Form” together “Agreement”) (“Effective Date”) by and between Reist and Partner or Customer as the case may be, each a “Party” and both the “Parties.”

Capitalized terms used herein are defined in the “Definitions and Interpretation” section of these Terms.

WHEREAS, the Partner for Partner Customers or the Customer as the case may be wish to purchase certain SaaS Products and Professional Services as stated in the Subscription Form pursuant to these Terms.

NOW, THEREFORE, the Parties agree as follows:

1.1. Definitions and Interpretation

The following definitions apply in this Agreement:

“Affiliate” means a company controlling, controlled by, or under common control with Customer (an entity will be deemed to have control if it owns at least 50% or more of another entity or by way of management control). For good order’s sake the term “Affiliates” only applies to Customer and not Partner and Partner Customers.

“Applicable Data Protection Laws” means the Swiss Data Protection Act and the EU General Data Protection Regulation (2016/679) (“GDPR”) (where applicable), in each case as amended, consolidated, re-enacted or replaced from time to time and only if and insofar as they apply.

“Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Partner, Partner Customers or Customer as the case may be to use the SaaS Products solely for the internal use of Partner, Partner Customers or Customer and its Affiliates as the case may be, subject to the provisions of this Agreement.

“Confidential Information” means all information provided by the disclosing Party to the receiving Party concerning the disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the disclosing Party at the time of disclosure.

“Customer” means the legal entity listed on the Subscription Form subscribing to the Saas Subscription Products and Professional Services.

“Customer Data” means all data and/or content uploaded to the SaaS Products by Partner Customers or Customer (including where applicable Authorized Users) as the case may be, and in all data derived from it.

“Customer Subscription” Reist’s quote accepted by Customer via Customer’s purchase order or other ordering document submitted to Reist to order Reist’s SaaS Products and/or Professional Services, which references the SaaS Products, pricing, payment terms, quantities, expiration date and other applicable terms set forth in an applicable Reist quote or ordering document.

“Customer Intellectual Property” means Intellectual Property of Partner Customers or Customer or any of its Affiliates as the case may be.

“Documentation” means the user guides, installation documents, and specifications for the SaaS Products that are made available from time to time by Reist in electronic or tangible form, including the documentation located therein under the ‘Security’ section for the relevant SaaS Products, but excluding any sales or marketing materials.

“Indirect Taxes” means value added, goods and services tax or other similar types of indirect taxes on turnover and/or revenues, duties, customs or tariffs (however designated, levied or based and whether foreign or domestic, federal, state or province).

“Intellectual Property” means a Party’s proprietary material, technology, or processes (excluding the SaaS Products and Documentation), including services, software tools, proprietary framework and methodology, hardware designs, algorithms, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned or licensed by a third party) and any derivatives, improvements, enhancements or extensions of such Intellectual Property conceived, reduced to practice, or developed.

“Notice” means any notice or other communication required or permitted under this Agreement.

“Partner” means the business partner that on behalf of Partner Customers subscribes to the SaaS Products and Professional Services.

“Partner Customers” means the Partner’s customers for which the Partner subscribes to the SaaS Products and Professional Services.

“Partner Quotation” means Reist’s quote accepted by Partner via the Partner’s purchase order or other ordering document submitted to Reist to order Reist’s SaaS Products and/or Professional Services, which references the SaaS Products, pricing, payment terms, quantities, expiration date and other applicable terms set forth in an applicable Reist quote or ordering document.

“Professional Services” means the implementation, consulting, training, and similar professional services performed with respect to the SaaS Products which may be purchased by Customer, if applicable.

“Reist” means Reist Telecom AG, Operations Center, PO Box, 8058 Zurich Airport, Switzerland.

“Subscription Form” means collectively Customer Subscription and Partner Quotation.

“SaaS Products” means the software-as-a-service products specified in the Subscription Form as further described in the Documentation (including any updates and upgrades to the SaaS Products provided by Reist in its sole discretion).

“Subscription Term” means the period of time during which Partner or Customer as the case may be is subscribed to the SaaS Products, as specified in the Subscription Form and which shall begin upon delivery of the SaaS Products. Furthermore, Subscription Term also means the Initial Term and any Renewal Term (if any).

“Support Services” means the technical support services for the SaaS Products provided by Reist to Partner Customers or Customer as the case may be as part of an active SaaS Products subscription.

2. ACCESS AND USE

2.1. Access and Use

Subject to payment of all applicable fees set forth in the Subscription Form and the provisions of the Agreement, Reist hereby grants Partner, Partner Customers or Customer and its Affiliates, as the case may be, during the Subscription Term, a non-exclusive, non-transferable right to access and use (and permit Authorized Users to access and use) the SaaS Products and applicable Documentation solely for Partner, Partner Customers’ or Customer’s and its Affiliates’ as the case may be internal business purposes in accordance with the Documentation and in the quantity specified in the applicable Subscription Form.

2.2. Access and Use Restrictions

Partner, Partner Customers or Customer as the case may be, shall not (directly or indirectly): (a) copy or reproduce the SaaS Products or the Documentation except as permitted under the Agreement; (b) exceed the subscribed quantities, users or other entitlement measures of the SaaS Products as set forth in the applicable Subscription Form; (c) remove or destroy any copyright or trademark placed on or contained in the SaaS Products, Documentation or Reist Intellectual Property; (d) assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to Partner, Partner Customers or Customer and its Affiliates as the case may be under the Agreement to any third party except as expressly set forth herein; (e) modify, reverse engineer or disassemble the SaaS Products; (f) except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the SaaS Products, attempt to recreate the SaaS Products or use the SaaS Products for any competitive or benchmark purposes; (g) create, translate or otherwise prepare derivative works based upon the SaaS Products, Documentation or Reist Intellectual Property; (h) interfere with or disrupt the integrity or performance of the SaaS Products by violating the terms of the Agreement or the applicable Subscription Form; (i) attempt to gain unauthorized access to the SaaS Products or its related systems or networks, or perform unauthorized penetrating testing on the SaaS Products; (j) use the SaaS Products in a manner that infringes on the Intellectual Property rights or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data. If Partner, Partner Customers or Customer as the case may be uses the SaaS Products in a manner that is outside or in violation of the provisions of the Agreement and/or the Documentation, then Partner, Partner Customers or Customer as the case may be will cooperate with Reist to address any applicable burden on the SaaS Products.

2.3. Login Access to the SaaS products

Partner, Partner Customers or Customer as the case may be is solely responsible for ensuring: (i) that only appropriate Authorized Users have access to the SaaS Products; (ii) that such Authorized Users have been trained in proper use of the SaaS Products; and (iii) proper usage of passwords, tokens and access procedures with respect to logging into the SaaS Products. Reist reserves the right to refuse registration of, or to cancel, login IDs that violate the provisions set forth in the Agreement, in which case Reist will promptly inform Partner, Partner Customers or Customer as the case may be in writing of such refusal or cancellation. In addition to the rights set forth in the Agreement, Reist may suspend Partner’s, Partner Customers’ or Customer’s as the case may be access and use of the SaaS Products, if there is risk to the security of the SaaS Products. Reist will promptly reinstate Partner’s, Partner Customers’ or Customer’s as the case may be access and use once the issue has been resolved.

2.4. Reist and the Third Party Software License

Subject to full and final payment for the SaaS Products and Professional Services according to the provisions of the Agreement, Reist grants Partner, Partner Customers or Customer and its Affiliates as the case may be, a non-exclusive, non-transferable, non-assignable license to use (and to permit their Authorized Users to use) solely for Partner, Partner Customers or Customer’s and its Affiliates’ as the case may be internal use any Intellectual Property provided by Reist to Partner, Partner Customers or Customer as the case may be as a result of, or otherwise incorporated into, the Professional Services (excluding the SaaS Products).

Moreover, the Partner, Partner Customers or Customer as the case may be might be required to obtain third party licenses either directly or via Reist in order to use the SaaS Products and/or Professional Services as set out in the Subscription Form.

2.5. Support

As part of its provision of the SaaS Products, Reist shall make available Support Services as set out in the Subscription Form.

2.6. Mobile Applications

Partner, Partner Customers or Customer as the case may be acknowledges and agrees that the SaaS Products may not properly operate should any Authorized User fail to promptly download and install all available updates for the mobile applications that may be required for the use of certain SaaS Products, and that Reist is not liable for any damages caused by a failure to update mobile applications accordingly.

3. PAYMENT AND TAXES

3.1. Payment Terms

Partner, Partner Customers or Customer as the case may be shall pay all invoices within thirty (30) days of date of invoice or as agreed otherwise in the Subscription Form, without any deduction or set-off. Any amounts arising in relation to the Agreement not paid when due will be subject to a total late charge of four percent (5 %) per annum on the unpaid balance. Without prejudice to Partner’s, Partner Customers’ or Customer’s as the case may be rights set out elsewhere in the Agreement, all SaaS Products fees are payable in advance. Reist may invoice: (a) for purchases of SaaS Products, upon delivery; and (b) for Professional Services (if applicable), according to the nature of the Professional Services: or (iii) as otherwise set forth in the applicable Subscription Form.

3.2. Taxes

The fees and charges covered by the Agreement are exclusive of any Indirect Taxes imposed or levied on the SaaS Products and Professional Services. Unless otherwise agreed between the Parties, Partner, Partner Customers or Customer as the case may be will be liable for compliance with reporting and payment of such Indirect Taxes in its tax jurisdiction. Reist shall include the Indirect Taxes on its invoice to Partner, Partner Customers or Customer as the case may be and remit such Indirect Taxes collected to the relevant authority if required by applicable law.

4. RIGHTS IN INTELLECTUAL PROPERTY

4.1. Intellectual Property

Except for the rights granted in the Agreement, all rights, title, and interest in and to the SaaS Products, Documentation, and Reist Intellectual Property are hereby reserved by Reist, its Affiliates or licensors. Except as provided for herein, all rights, title, and interest in and to Partner, Partner Customers or Customer as the case may be Intellectual Property are hereby reserved by Partner, Partner Customers or Customer, its Affiliates or licensors as the case may be. Nothing in the Agreement shall transfer ownership of any Intellectual Property rights from one Party to the other. Partner, Partner Customers or Customer as the case may be shall not prohibit or enjoin Reist at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing Professional Services, including using information publicly known or made available or that could reasonably be acquired in similar work performed for another customer of Reist, in each case excluding Confidential Information.

4.2. Customer Data

Partner, Partner Customers or Customer as the case may be owns all right, title and interest in all Customer Data. Nothing in the Agreement shall be construed to grant Reist any rights in Customer Data beyond those expressly provided herein. Partner, Partner Customers or Customer as the case may be shall make sure that Reist and its Affiliates do not have access to Customer Data. Further details are specified in the Data Processing Agreement attached to the Agreement as Appendix 1 (“DPA”) where applicable to Partner, Partner Customers or Customer as the case may be.

5. CONFIDENTIALITY

5.1. Confidentiality Information

The Parties acknowledge that each Party and its Affiliates may disclose certain valuable confidential and proprietary information to the other Party. The receiving Party may only use the disclosing Party’s Confidential Information to fulfil the purposes of the Agreement. The receiving Party will protect the disclosing Party’s Confidential Information by using at least the same degree of care as the receiving Party uses to protect its own Confidential Information (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information to its (and its Affiliates’) employees, advisors, consultants and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein. This section 5 supersedes any and all prior or contemporaneous understandings and agreements, whether written or oral, between the Parties with respect to Confidential Information and is a complete and exclusive statement thereof. Additionally, the obligations set forth in section 6.3 apply to Customer Data.

5.2. Exceptions

Information will not be deemed Confidential Information if it: (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of the Agreement by the receiving Party; or (iv) is independently developed by the receiving Party without use of or reliance upon the disclosing Party’s Confidential Information and the receiving Party can provide evidence to that effect. The receiving Party may disclose Confidential Information pursuant to the requirements of a court, governmental agency or by operation of law but shall (to the extent permissible by law) limit such disclosure to only the information requested and give the disclosing Party prior written notice sufficient to permit the disclosing Party to contest such disclosure.

5.3. Advertising and Publicity

Neither Party shall make or permit to be made any public announcement concerning the existence, subject matter or terms of the Agreement or the relationship between the Parties without the prior written consent of the other Party.

6. SECURITY AND PROCESSING OF PERSONAL DATA

6.1. Customer Data Content

As between Reist and Partner, Partner Customers or Customer as the case may be, Partner, Partner Customers or Customer as the case may be is solely responsible for: (i) the content, quality and accuracy of Customer Data as made available by Partner, Partner Customers or Customer and by Authorized Users as the case may be; (ii) providing notice to Authorized Users with regards to how Customer Data will be collected and used for the purpose of the SaaS Products, except for those cases where Reist acts as the responsible data controller – in those cases Reist shall solely be responsible and liable (e.g. section 4.3 above); (iii) having a valid legal basis for processing Customer Data and for sharing Customer Data with Reist (to the extent applicable); and (iv) the Customer Data as made available by Partner, Partner Customers or Customer as the case may be complying with applicable laws and regulations including (where applicable) Applicable Data Protection Laws.

6.2. Data Protection Laws

The Parties shall comply with their respective obligations under the Applicable Data Protection Laws. The Parties shall comply with the DPA as set out in Appendix 1. If there is a conflict between the provisions of the Agreement and DPA, the provisions of the DPA shall prevail.

6.3. Security of Customer Data

Should Reist have access to Customer Data, it shall: (i) ensure that is has in place appropriate administrative, physical and technical measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties as being set forth in the DPA; (ii) have measures in place designed to protect the security and confidentiality of Customer Data; and (iii) access and use the Customer Data solely to perform its obligations in accordance with the terms of the Agreement, and as otherwise expressly permitted in the Agreement. Reist shall not diminish its security controls with respect to Customer Data during a particular Subscription Term.

7. WARRANTIES

7.1. Limited SaaS Products Warranty

During the applicable Subscription Term, Reist warrants that:

the SaaS Products will perform in material conformity with the Documentation,
the core functionalities of the SaaS Products will not aversely deviate in any material aspects from the functionalities included in the Documentation as of the date of the Agreement; and
Reist will use industry standard measures designed to prevent, detect, contain and terminate viruses, worms, Trojan horses or other unintended malicious or destructive code in the SaaS Products

The foregoing warranties are void to the extent that the failure of the SaaS Products has resulted from error or misuse of the SaaS Products (including use not in accordance with the Documentation) by Partner, Partner Customers or Customer or the Authorized User as the case may be or by a third party (where such third party obtains access to the SaaS Products as a result of Partner’s, Partner Customers’ or Customer’s as the case may be failure to meet the standards set out in the Agreement).
Partner, Partner Customers or Customer as the case may be shall be required to report any breach of warranty to Reist within a period of thirty (30) days of the date on which the incident giving rise to the claim became known to Partner, Partner Customers or Customer as the case may be.

7.2. Limited SaaS-Product Remedies

Subject to Section 9, and to the extent permitted by the applicable laws Reist’s sole and exclusive liability, and Partner, Partner Customers or Customer’s as the case may be sole and exclusive remedy, for breach of the warranty in Section 7.1(a) above shall be for Reist to, at its expense, correct any correctable nonconformity within thirty (30) days of the date that notice of the breach was provided; and, if Reist fails to correct the breach within such cure period, Partner, Partner Customers or Customer as the case may be may terminate the affected Subscription Form and, in such event, Reist shall provide Partner, Partner Customers or Customer as the case may be with a pro-rata refund of any unused pre-paid fees paid for the period following notification to Reist of the occurrence of the nonconformity as calculated on a daily basis for the affected SaaS Products. Partner, Partner Customers or Customer as the case may be may, at its choice, terminate with immediate effect or subject to a notice period no longer than 6 months or as specified in the Subscription Form.
With respect to Reist’s breach of Sections 7.1(b) and 7.1(c), Partner, Partner Customers or Customer as the case may be is entitled to assert damages claims regarding a breach by Reist in accordance with Section 8.

7.3. Professional Services Warranty

Reist warrants that:

it is competent and possesses the necessary expertise and financial resources to perform the Professional Services;
the Professional Services will be performed in a professional and workmanlike manner, consistent with applicable industry standards;
all personnel performing Professional Services shall have suitable training, education, experience, know-how and skill to perform the relevant Professional Services in a competent manner

Partner, Partner Customers or Customer as the case may be, shall notify Reist in writing of any claims under the foregoing Professional Services warranties within ten (10) business days following Reist’s provision of the defective Professional Services.

7.4. Compliance with Law

Each Party shall comply with all applicable, laws and regulations in connection with the performance of its obligations and the exercise of its rights under the Agreement.

7.5. Disclaimer

Any and all warranties, expressed, incorporated or implied are limited to the extent and period mentioned in the Agreement. To the maximum extent allowed by applicable law, Reist disclaims (and disclaims on behalf of its licensors) all other warranties, conditions and other terms, whether express or implied or incorporated into the Agreement by statute or otherwise, including the implied conditions and warranties of merchantability and fitness for a particular purpose. Reist will have no liability for delays, failures or losses attributable or related in any way to the use or implementation of third-party software or services not provided by Reist.

8. INDEMNIFICATION AND REMEDIES

8.1. Infringement Indemnity

Reist shall defend and indemnify Partner, Partner Customers or Customer and/or its Affiliates and their officers, directors and employees as the case may be against all third-party claims, suits and proceedings resulting from the violation, misappropriation, or infringement of such third party’s patent, copyright, trademark or trade secret caused by Partner’s, Partner Customers’ or Customer’s as the case may be use of the SaaS Products in accordance with the Agreement and the Documentation, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).

8.2. Process

Reist’s defense and indemnification obligations herein will become effective upon, and are subject to: (a) Partner’s, Partner Customers’ or Customer’s as the case may be prompt notification to Reist of any claims in writing; and (b) Partner, Partner Customers or Customer as the case may be providing Reist with full and complete control, authority and information for the defense of the claim, provided that Reist will have no authority to enter into any settlement or admission of Partner, Partner Customers or Customer’s as the case may be wrongdoing on behalf of Partner, Partner Customers or Customer as the case may be without Partner’s, Partner Customers’ or Customer’s as the case may be prior written consent (not to be unreasonably withheld). At Reist’s request, Partner, Partner Customers or Customer as the case may be shall reasonably cooperate with Reist in defending or settling any claim.

8.3. Exclusions

The above Reist obligations to defend and indemnify will not apply in the event that a claim arises from: (a) use of the SaaS Products not in accordance with the Documentation and the Agreement; (b) use of the SaaS Products in violation of applicable laws; (c) any modification, alteration or conversion of the SaaS Products not created or approved in writing by Reist; (d) any combination or use of the SaaS Products with any computer, hardware, software, data or service not required by the Documentation; or (e) Partner, Partner Customers or Customer’s as the case may be gross negligence or willful misconduct.

8.4. Remedies

If the SaaS Products becomes, or Reist reasonably determines that the SaaS Products is likely to become, subject to a claim of infringement for which Reist must indemnify Partner, Partner Customers or Customer as the case may be as described above, Reist may at its option and expense: (a) procure for Partner, Partner Customers or Customer as the case may be the right to continue to access and use the SaaS Products; (b) replace or modify the SaaS Products so that it becomes non-infringing without causing a material adverse effect on the functionality provided by the infringing SaaS Products; or (c) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the affected Subscription Form and provide Partner, Partner Customers or Customer as the case may be with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a daily basis for the affected SaaS Product.

8.5. Exclusive Remedy

This Section 8 states the sole liability of Reist and the exclusive remedy of Partner, Partner Customers or Customer as the case may be with respect to any indemnification claims arising out of or related to the Agreement. For the avoidance of doubt, Partner, Partner Customers or Customer as the case may be is entitled to assert damages claims regarding a breach by Reist of any other provision of the Agreement, in accordance with Section 8.

9. LIMITATION OF LIABILITY

9.1. Maximum Liability

In no event will either Party’s maximum aggregate liability arising out of or related to the Agreement exceed the higher of (i) the total amount paid or payable to Reist under the Agreement during the twelve (12) month period preceding the date of initial claim, or (ii) CHF 50’000.00.

9.2. Excluded Damages

To the maximum extent permitted under applicable law and subject at all times to Sections 9.1 and 9.3, neither Party will have any liability to the other Party for any loss of profits or revenues, loss of goodwill, third party failure (e.g. Internet service provider ceases to provide/interrups services), or for any indirect or consequential damages arising out of, or in connection with the Agreement, however caused, whether in contract, tort or any other legal theory (“Indirect Damages”), unless such Indirect Damages are the typical and foreseeable consequence of a Party’s breach of a material obligation under the Agreement.

9.3. No Limitations

The Agreement is not intended to and will not be construed as excluding or limiting any liability which cannot be limited or excluded by applicable law, including liability for: (a) death or bodily injury caused by a Party’s negligence; or (b) gross negligence, willful misconduct, or fraud.

10. PROFESSIONAL SERVICES

If Partner, Partner Customers or Customer as the case may be purchases Professional Services, this section titled “Professional Services” will apply.

10.1. Performance; Personnel

Reist will perform the Professional Services on a time and materials and non-exclusive basis, or as otherwise detailed in the relevant Subscription Form. Partner, Partner Customers or Customer as the case may be will provide reasonable support, services, material, facilities and other items necessary to enable Reist to perform the Professional Services as set forth in the applicable Subscription Form. Reist retains the right to determine the use and mix of its personnel in order to maintain the necessary and proper progress of the performance of the Professional Services, and to replace or reassign such personnel during the term hereof; provided, however, that Reist will, subject to scheduling and staffing considerations, make reasonable efforts to honor Partner’s, Partner Customers’ or Customer’s as the case may be good faith written request for specific or replacement individuals acceptable to Partner, Partner Customers or Customer as the case may be.

10.2. Expenses

If the Parties agree that on-site Professional Services are required, Partner, Partner Customers or Customer as the case may be shall reimburse Reist for the actual and reasonable costs incurred by Reist in performing the Professional Services hereunder, including travel, lodging and food.

10.3. Rates and Cancellation

Subject to Partner’s, Partner Customers’ or Customer’s as the case may be prior written approval, Professional Services performed outside of business hours, overnight, during the weekend, or on a national holiday will be charged at double the rates set forth in Reist’s then-current applicable pricelist. Reist may invoice Partner, Partner Customers or Customer as the case may be for Professional Service days in whole day or partial day increments. If Partner, Partner Customers or Customer as the case may be cannot accept invoices for partial Professional Service days, as noted on the applicable Subscription Form, Reist may invoice Partner, Partner Customers’ or Customer as the case may be in advance for all Professional Services herein upon receipt of Subscription Form. Cancellation charges for Professional Services will be as set forth in the applicable Subscription Form.

11. TERM AND TERMINATION

11.1. Term

The Agreement will be effective upon the Effective Date and shall remain in force for one (1) year or two (2) years as the case may be and as set out in the Subscription Form. The Agreement shall automatically renew for further one (1) year periods, unless terminated by either Party pursuant to this section.

11.2. Termination for cause

Either Party may terminate the Agreement in writing subject to a notice period of up to six (6) months as per the end of the then-current subscription term as set out in the Subscription Form. For cause immediately upon notice to the other Party if the other Party: (i) materially breaches the Agreement and, if a breach by its nature can be remedied, fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party; or (ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business.

Reist reserves the right to suspend the applicable Professional Services or Partner’s. Partner Customers’ or Customer’s as the case may be access to the applicable SaaS Products upon 30 days’ written notice to Partner, Partner Customers or Customer as the case may be if: (a) an invoice is more than sixty (60) days past due; or (b) if there is an uncured material breach of the Agreement. Reist will promptly reinstate Partner’s, Partner Customers’ or Customer’s as the case may be access and use of the SaaS Products/provision of the Professional Services once the issue has been resolved.

11.3. Effects of Termination/Expiration

Upon termination or expiration of an applicable Subscription Term: (i) Partner, Partner Customers or Customer as the case may be will have no further right to access or use the SaaS Products; and (ii) each Party shall within thirty (30) days after written request return or destroy any tangible Confidential Information of the other Party within its possession or control that is not contained on the SaaS Products. Any Customer Data contained on the SaaS Products will be deleted within sixty (60) days of termination/expiration of Partner’s, Partner Customers’ or Customer’s as the case may be Subscription Term. Partner, Partner Customers or Customer as the case may be acknowledges that it is responsible for exporting any Customer Data to which Partner, Partner Customers or Customer as the case may be desires continued access after termination/expiration, and Reist shall have no liability for any failure of Partner, Partner Customers or Customer as the case may be to retrieve such Customer Data and no obligation to store or retain any such Customer Data after such sixty (60) day period. Following termination of the SaaS Products, Reist may immediately deactivate Partner’s, Partner Customers’ or Customer’s as the case may be account. Any accrued rights and obligations will survive termination.

12. MISCELLANEOUS

12.1. Assignment

Neither Party may assign any of its rights or obligations under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under this Agreement to a successor in interest in relation to all or substantially all of its business in the event of a merger or acquisition or to an Affiliate, upon written notice to the other Party.

12.2. Force Majeure

Neither Party will be liable to the other Party for any delay or failure to perform which is due to the following circumstances, to the extent that the circumstances and their effects were unforeseeable at the time of entering into the relevant obligation: fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, general lockout, transportation delay, war, acts of God, general strikes, or other unforeseeable causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.

12.3. Governing Law and Jurisdiction

The Agreement, Subscription Form and its Appendices shall be governed by and construed exclusively in accordance with the substantive laws of Switzerland, without its rules on conflict of laws. Application of the UN Convention on Contracts for the International Sale of Goods shall be excluded. The courts at the registered seat of Reist shall have exclusive jurisdiction.

12.4. Entire Agreement, Precedence, Execution, and Modification

The Agreement supersedes all prior agreements and representations between the Parties regarding the subject matter of this Agreement. In the event that provisions in these Terms are in contradiction to the provisions in the Subscription Form, the provisions of the Subscription Form shall prevail. The general provisions referenced by either Party in any Subscription Form issued by Partner, Partner Customers or Customer as the case may be will be of no force or effect, even if the Subscription Form is accepted by Reist. No counterpart shall be effective until each Party has executed and delivered at least one counterpart. This Agreement may not be amended other than by a written instrument specifically intended for this sole purpose and signed by the authorized representatives of both Parties.

12.5. Severability and Waiver

This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Should any term or provision of this Agreement be declared void or unenforceable by any court of competent jurisdiction, the Parties intend that a substitute provision will be added to this Agreement that, to the greatest extent possible, achieves the intended commercial result of the original provision. The failure of either Party to enforce any rights granted to it hereunder or to take action against the other Party in the event of any breach hereunder will not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.