HSO Innovation AG SaaS Customer Terms
These HSO Innovation AG SaaS Customer Terms (“SaaS Terms”) form the basis for the HSO Innovation AG Customer Agreement (“Agreement”) governing a HSO Innovation AG Software Solution as a Service Product (hereafter the “Software Solution”), supplied to Customer or Licensee (“Customer”) by HSO Innovation AG (“HSONN”) or an HSO Innovation Partner (“Partner“).
The Agreement consists of:
- These SaaS Terms
- The Customer Order Form
By installing, having installed, or using the Software Solution and service, Customer accepts these SaaS Terms. If Customer does not accept them, do not install, have installed or use the Software Solution. If Customer complies with these SaaS Terms, Customer has the rights as described below in Section 3. If an individual uses the Software Solution on behalf of a company or other legal entity, that individual represents that he or she has the authority to bind that entity to the use of the Software Solution.
SECTION 1 Scope of these HSO Innovation AG Customer Terms
HSONN holds and controls certain software programs entitled the “Software Solution”. The Software Solution includes proprietary rights in certain valuable trade names, trademarks and computer programs. The provisions of these SaaS Terms apply to the provision of the Software Solution by or via HSO Innovation AG, a limited liability company with statutory seat in Zurich, Switzerland, registered with the chamber of commerce (Handelsregister) Zürich under number CH-020.3.912.757-2, of services under the name or in the field of Software as a Service (hereinafter: the SaaS). In this respect, the SaaS entails a service by which HSONN makes the Software Solution available to the Customer remotely through the Internet or another data network, and maintains this availability remotely, without providing a physical carrier with the software concerned to the Customer.
SECTION 2 Definitions
Terms defined in this Section 2, and parenthetically elsewhere, shall throughout these SaaS Terms have the meanings here and there provided. Defined terms may be used in the singular or plural. The words below are agreed to mean as follows:
(a) “Agreement” shall mean these SaaS terms and the Customer Order Form
(b) “Customer Order Form” shall mean a form provided by Partner and/or HSONN on which Customer places and orders the Software Solution to HSONN and defines the Term of the Subscription License and Invoice Schedule. Orders are not binding until accepted by HSONN.
(c) “Customer” shall mean the legal entity who has entered into this Agreement to use the Software Solution for its own use.
(d) “Customer Data” means data, including all text, sound, video, or image files, and software, that are provided to HSONN and/or Microsoft by Customer or on Customer’s our behalf while using the Software Solution.
(e) “HSONN” means HSO Innovation AG, a Switzerland based company, and its affiliates.
(f) “Instance” means an image of Software Solution that is created by executing the Software Solution’s setup or install procedure or by duplicating such an Instance.
(g) “LCS” means Lifecycle Services. LCS is a Microsoft application management portal that provides tools and services for managing the application lifecycle of your Microsoft Dynamics 365 for Finance and Operations implementations in the cloud and on-premises. LCS features, such as software deployment and patching are used by HSONN to help support on-premises deployments of the Software.
(h) “Partner” means an entity who has executed a Partner Agreement with HSONN and is authorized to sell the Software Solution to Customer.
(i) “Software Solution” and “Software Solution and service” shall mean one or more software products owned by HSONN and/or third-party software products (of which HSONN has obtained the right of making it available to the Customer) provided under this Agreement as a service (SaaS). The specific Software Solution may be specified in the Customer Order Form or a separate agreement between Customer and Partner and/or HSONN.
(j) “Subscription” and “Subscription License” means the right to use the Software Solution as a service on a term basis, for one or more Units.
(k) “Temporary” or “Evaluation” or “Not for Resale” (further NFR) (Subscription) License grants Customer a non-exclusive and non-transferable license for limited Term to use the Software Solution for merging, testing and/or evaluation purposes and use the Documentation in connection with use of the Software Solution.
(l) “Term” means the duration of a Subscription (e.g. 30 days or 12 months).
(m) “Units” means a metric for a particular subscription license (e.g. licensed named user seats, devices).
SECTION 3 Usage rights and limitations
(a) Upon HSONN’s acceptance of the Customer Order Form and for the duration of the term, Customer has the nonexclusive, non-assignable (save as permitted herein), royalty-free, worldwide limited right to use the services solely for its internal business operations and subject to the terms of this Agreement and the Customer Order Form. In doing so the Customer shall comply with any technical limitations in the Software Solution that only allow the Customer to use it. The Customer is not granted any rights to copy, modify, decompile or distribute the software as included in the SaaS. Customer may allow its users to use the services for this purpose and Customer is responsible for its users’ compliance.
(b) Ownership and restrictions. Customer retains all ownership and intellectual property rights in and to its data. HSONN retains all ownership and intellectual property rights to the Software Solution and the services.
(c) The Software Solution may contain Microsoft programs or components. If separate license terms accompany those components, the license terms with those components apply to your use of the components instead of these license terms.
(d) HSONN Software Solution are computer Software, designed to be an add-on to Microsoft Dynamics 365 or other Microsoft Software. Hence the Software Solution shall only function in cooperation with a Microsoft license and in accordance with the Microsoft Online Service Terms (OST). In order to be able to use the Software Solution you shall ensure to have a valid Microsoft license in place. The Microsoft license and the Software Solution license may have a different duration. If the Microsoft license is terminated this does not automatically also terminate the Software Solution license and vice versa.
(e) Customer may make multiple Instances of the Software Solution for backup, development, and testing purposes, so long as such Instances are not used in a Production environment. Instances for backup, development and testing are for Customer internal business purposes only.
SECTION 4 Intellectual property rights – infringement
(a) Intellectual Property Rights. All present intellectual property rights including copyright and industrial rights in the Software Solution and services and in particular to its software, databases, equipment or other materials developed or provided under the Customer Order Form, such as analyses, designs, documentation, reports, offers, as well as preparatory materials in that regard are the sole property of HSONN, its licensors or its suppliers. This Agreement does not in any way purport to transfer any such rights to Customer in any respect. The Customer shall only acquire the rights of use expressly granted in these terms or by law. Any other or more extensive right of the Customer to reproduce or to modify software, databases or other materials and- to the extent prescribed by law – reverse-engineering, shall be excluded. A granted right of use to the Customer shall always be non-exclusive and non-transferable (save as permitted herein) to third parties.
(b) The Customer shall not be allowed to remove or modify any designation concerning the confidential nature or concerning copyrights, trademarks, business names or other intellectual or industrial property rights from the software or databases.
(c) HSONN shall be allowed to take technical measures to protect the software in the SaaS or with a view to agreed restrictions in the duration of the right to use the software and/or the SaaS. The Customer shall not be allowed to remove or evade such a technical measure. In this respect, HSONN adheres to the Microsoft Corporation Online Services Terms (“OST”) as made available by Microsoft Corporation from time to time on its website.
(d) Infringement. Customer shall notify HSONN and/or Partner as soon as practicable after Customer becomes aware of: (i) any actual, threatened or suspected infringement of any intellectual property (including know-how) in respect of the Software Solution, any related material or of any breach of confidence relating to any of the foregoing; (ii) any claim brought against Customer alleging that its use of the Software Solution, any related material any intellectual property or other rights belonging to or alleged to belong to the claimant. Customer shall allow HSONN full control of the defence regarding any such alleged infringement. Customer shall not make any representation on behalf of HSONN to the claimant regarding the alleged infringement. Customer shall not make any statement to the claimant regarding any possible settlement nor shall Customer settle or attempt to settle the alleged infringement on his or on HSONN’s behalf. Failure to comply by Customer of this Section 4 (d) will annul HSONN’s responsibility as set out herein.
(e) If Customer requests HSONN or Partner to create a Customer specific modification to the Software Solution, HSONN reserves the right to, at some point in time, integrate (part of) this modification or equivalent functionality into a new version of the Software Solution. HSONN nor Partner will be obliged to pay you any restitution or compensation for said modification.
SECTION 5 Product support and product lifecycle support
(a) HSONN does not guarantee that the Software Solution made available and held in the context of the SaaS is free of errors and functions without interruption. HSONN shall make reasonable efforts to have bugs in the HSONN software be fixed within a reasonable time if and insofar as Customer has provided to HSONN a detailed, written description of the interruption and circumstances under which the bugs occurred, the foregoing in line with the then applicable Microsoft Online Services Consolidated SLA (“Microsoft SLA”), as made available by Microsoft Corporation from time to time on its website. HSONN shall provide a copy thereof upon request of the Customer. Where there are grounds for doing so, HSONN may postpone the fixing of bugs until a new version of the software is put into operation. HSONN shall make available new versions of the HSONN Software from time to time. More information is available under the URL: https://www.hso.com/innovation/support/
(b) HSONN has the right to charge the repair costs to Customer at its standard rates if HSONN can demonstrate, after repairing the error, that the cause of the error cannot be attributed to HSONN for one of the following reasons:
• The error was caused by Customer or a third party acting on behalf of Customer, or by Software changes carried out by Customer without HSONN consent or authorization.
• The error was caused by Software or hardware that was not supplied by HSONN.
• The error was caused by Microsoft software or by Third Party Software, and Microsoft or the third party in question has announced not to repair the error within the current version of the software.
(c) These SaaS Terms also apply to any updates or hotfixes of the Software Solution, even if these SaaS Terms were not supplied (again) when the update or hotfix was provided to Customer.
(d) Backward compatibility of (new) versions of the Software Solution with any related Software Solution is not warranted. HSONN shall use best endeavors to ensure the most recent version of the Software Solution is compatible with the most recent version of Microsoft Software. However, since HSONN potentially must update its Software Solution after new versions of Microsoft Software have become available, there may be some delay in availability of compatible versions of the Software Solution. HSONN cannot be held accountable in any way for such delay temporarily preventing any update of Microsoft Software.
(e) HSONN does not guarantee that defects in the Microsoft software or in other third-party software shall be fixed. Such software shall be supported and maintained in accordance with the relevant third-party maintenance and support terms as may be applicable from time to time. More information on the applicable Microsoft Corporation maintenance and support terms for Microsoft Dynamics 365 is available under the following URL’s:
(f) HSONN is entitled to install temporary solutions, program bypasses or problem-avoiding limitations in the software and/or the SaaS. If the software was developed on the instructions of the Customer, HSONN may charge for the costs of fixing to the Customer in accordance with HSONN’s usual rates.
(g) Based on the information provided by HSONN concerning measures to prevent and limit the effects of malfunctions, defects in the SaaS, corruption or loss of data or other incidents, the Customer shall identify and list the risks to its organization and take additional measures if necessary. HSONN declares that it is prepared to provide assistance, at the Customer’s request, to the extent reasonable and according to the financial and other conditions set by HSONN, with respect to further measures to be taken by the Customer. HSONN is never obliged to recover data that has been corrupted or lost.
(h) For the Software Solution of HSONN, HSONN makes available non-free web-based support and helpdesk services and is Customer’s point of contact and reference in respect of queries, complaints and technical support. Web-based support and helpdesk service are available under the URL: https://www.hso.com/innovation/support/. More information on these non-free services can be found here: https://www.hso.com/innovation/help-desk-support-services/
(i) HSONN provides lifecycle support for Software Solution as defined in the Lifecycle Support section under the URL: https://www.hso.com/innovation/lifecycle-support/. HSONN strives to follow the Microsoft Dynamics 365 lifecycle policy as mentioned in Section 5 (b).
(j) If Customer purchased the Software Solution through Partner, then Partner is Customer’s first point of contact and reference in respect of queries, complaints and technical support and will render as much assistance as practically possible.
SECTION 6 Maintenance time and service level agreement, services of third parties
(a) If and insofar as HSONN, when providing the SaaS, uses software and/or services from third parties, the terms and conditions of such third parties shall apply in the relationship between HSONN and the Customer with respect to such software and/or services instead of the provisions herein insofar as these differ from those third-party terms and conditions. HSONN shall mention on the Customer Order Form the applicable URL where these third-party terms and conditions are made available.
(b) Depending on the specific Software Solution and service provided under this Agreement, HSONN may provide the service and/or host Customer Data with or via the Microsoft Online Services according to the OST as referred to in section 4 under c and/or the Microsoft Online Services Consolidated SLA (“Microsoft SLA”) as referred to in section 5 under a.
(c) Depending on the specific Software Solution it may be deployed via LCS. Customer shall have an LCS portal in place to be able to install the Software and to receive any updates. HSONN needs to know which Customer users need to have access to the Software Solutions, so it can be downloaded into their LCS portal
(d) If and insofar as, for whatever reason, the terms of third parties referred to above are deemed not to apply or are declared inapplicable in the relationship between the Customer and HSONN, the provisions of the conditions herein apply in full.
SECTION 7 Confidential information
(a) The parties shall keep confidential all data, facts and events that come to their knowledge in relation to the order form and of which they know or should know that public disclosure negatively impacts the interests of the other party. Information shall, in any event, be deemed confidential in the event such confidentiality is indicated by the disclosing party in writing. The Customer Order Form shall be considered confidential. The Customer Data shall be considered confidential.
(b) The parties shall only use any confidential information for the purpose and during the period for which such information is made available.
(c) The parties shall not be obliged to keep confidential any information that is available to the public, that the receiving party already had in its position without any illegal act, that is independently developed by the receiving party or that was received from a third party without any illegal act. The parties may use any experience, know-how and techniques that they have gained in relation to the order form and the order forms without limitation unless explicitly stated otherwise.
SECTION 8 Customer Data
(a) The ability to access and extract Customer data produced as a result of using the HSONN Software Solution will first and foremost be organized by Microsoft in accordance with the Microsoft Online Service Terms. This equally applies to the terms and conditions for retaining Customer data. Microsoft commits to implementing, maintaining and following appropriate technical and organizational measures intended to protect your Customer Data against accidental, unauthorized or unlawful access, disclosure, alteration, loss, or destruction. HSONN can neither be held accountable nor liable in this respect.
(b) Use of Customer Data. Customer Data will be used only to provide Customer the Software Solution and services including purposes compatible with providing those services. HSONN will not use the Customer Data or derive information from it for any advertising or similar commercial purposes. Customer retains all right, title and interest in the Customer Data. HSONN acquires no rights in Customer Data, other than the rights required by HSONN to provide the Software Solution and services.
(c) The SaaS may imply that Customer makes available to HSONN any personal data for the purpose of processing within or outside of the European Economic Area (further EEA). HSONN shall only process any personal data following Customer’s explicit order.
(d) If the data is processed within a country within the EEA, the parties shall adhere to the rules and regulations following the EU General Data Protection Regulation (hereinafter: “GDPR”). In such event, the parties shall conclude a separate data processing agreement. HSONN shall comply with the obligations of a processor set forth in the GDPR and the Customer shall comply with the obligations of a controller set forth in the GDPR. HSONN shall support Customer in complying with its obligations to third parties based on the GDPR. The costs of such support shall be invoiced at the HSONN standard rates.
(e) If the data is processed within a country outside the EEA, the parties shall adhere to the privacy laws of that respective country, whereby the Customer shall be considered controller and HSONN processor. The parties shall conclude a separate data processing agreement to that effect.
(f) Customer Responsibilities. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of its data. Customer agrees to provide any notices and obtain any consents related to its use and HSONN’s provision of the Software Solution and services, including those related to the collection, use, processing, transfer and disclosure of personal information.
(g) Customer agrees to provide notification to the individual users of the Software Solution that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities and agree to obtain the users’ consent for the same.
(h) Customer Data Retention and Extraction. At all times during the Term of the subscription, Customer will have the ability to access and extract Customer Data. Except for free trials, HSONN will retain Customer Data in a limited function account for 90 days after expiration or termination of the Subscription so that Customer may extract the data. After the 90-day retention period ends, HSONN and/or Microsoft will delete the Customer Data.
SECTION 9 Limitation of Warranty and Liability – Disclaimer
(a) Warranty. HSONN confirms and warrants that it is the owner of and/or controls all intellectual property rights and any other rights to the Software Solution necessary to perform and administer this Agreement.
(b) Limited Warranty. The Software Solution is provided “as is” with all faults and, to the fullest extent permitted by law, HSONN makes no other warranties or representations than described above and accepts no other conditions in relation to the Software Solution. The Software Solution is complex computer software. Its performance will vary depending on the Microsoft Azure platform, Software Solution interactions, the configuration of the Software Solution, and other factors. The Software Solution is neither fault tolerant nor free from errors, conflicts, or interruptions. HSONN does not give any further representation, warranty or undertaking as to the effectiveness, performance, quality, merchantability, durability or fitness for any purpose of the Software Solution or any related material or documentation or services, or that the Software Solution, or any related material or documentation or services supplied by HSONN is free from any defect or error.
(c) HSONN’s total liability due to an attributable failure in the performance of an obligation under the Customer Order Form or on any other legal basis whatsoever, expressly including each and every failure to fulfill a warranty obligation agreed with the Customer, shall be limited to compensation for direct loss up to a maximum of the price stipulated for the order form or related quotation concerned (excluding VAT, discounts and third-party costs). If the Customer Order Form mainly concerns a continuing performance obligation with a term of more than one year, the price stipulated for that Customer Order Form shall be set at the total amount of the payments (excluding VAT, discounts and third-party costs) stipulated for one year. HSONN’s total liability for direct loss, on any legal basis whatsoever, shall never amount to more than 12 months subscription fees.
(d) Direct damages shall consist exclusively of the following:
(1) Damages to equipment and software of the other party;
(2) Reasonable costs incurred to bring the performance in compliance with the Customer Order Form (such costs shall not be compensated in the event the order form is terminated);
(3) Reasonable costs made in order to prevent or restrict the damage, including taking emergency measures. Cost of personnel shall not be deemed reasonable costs to prevent or restrict damage;
(4) Reasonable costs to repair the damage;
(5) Reasonable costs to determine the damage.
(e) Each party’s liability for indirect damages, including without limitation, consequential damages, lost profits, lost savings, loss of data and business interruption and other damage that is not listed above is excluded.
(f) Save for the provisions expressly laid down in these terms and/or order forms to which these terms apply, HSONN does not accept any other obligations, nor does it provide any guarantees with that the services will reach Customer’s aim or result set. The provisions of this article and all other limitations and exclusions of liability referred to in these terms shall also apply for the benefit of all natural persons and legal entities that HSONN engages in the performance of the Customer Order Form.
(g) HSONN makes no warranties or representations, including but not limited to, any express or implied warranties with regard to the quality, functionality, performance, security and/or (data) availability of the Microsoft Online Services including Microsoft Azure.
(h) HSONN has tested its Software Solution to be able to function properly in combination with Microsoft Software. HSONN, however, shall not be liable for, any quality, functionality, performance, security and/or (data-) availability issues that occur with Software Solution in case Microsoft Software and/or Microsoft Online Services should demonstrably be malfunctioning and the impact of this malfunctioning is demonstrably influencing the Software Solution. HSONN shall neither be accountable nor liable for not being able to meet any agreed service levels as a result of such malfunctioning.
SECTION 10 Commencement of the SaaS, Subscription Renewal, Term, Termination and Payment
(a) As stated in section 3 (a) of this Agreement, the Subscription shall commence on the date that the Customer Order Form has been accepted by HSONN. The SaaS is provided by HSONN on a subscription- and fixed-term basis as further specified in the Customer Order Form. The provision of the SaaS shall commence on the date as specified in the Customer Order Form. The term shall automatically be extended for successive periods of twelve (12) months, unless either party terminates the subscription in writing observing a notice period of 90 days prior to the end of the term. HSONN may receive either directly from Customer or through Partner, Customer’s written notification that Customer does not wish to renew. Otherwise, Customer agrees to pay renewal charges.
(b) Subscription License fees shall be paid before the beginning of a (renewed) license term. In case of your termination of a Subscription License as a result of a material breach by HSONN, the remainder of the paid Subscription License fees from termination date until the end of the term will be refunded.
(c) The Customer shall promptly ensure that it has the facilities required to use the SaaS. HSONN shall only provide the SaaS on the instructions of the Customer. The Customer may not allow third parties to make use of the SaaS as provided by HSONN.
(d) The Customer shall owe the payment specified in the Customer Order Form or related Quotation. In the absence of an agreed payment schedule, all amounts that relate to the SaaS provided by HSONN shall be payable each calendar month in advance. Subject to changes in cost factors affecting subscription license fees, including wages and/or prices, HSONN reserves the right to modify the subscription license fees with 30 days’ notice.
(e) HSONN may change the content or scope of the SaaS delivery model. If such changes result in a change in the Customer’s current procedures, HSONN shall inform the Customer about the matter as soon as possible and the costs of this change shall be borne by the Customer. The Customer may, in this case, give notice of termination of the contract, which termination shall then take effect on the date on which the change takes effect, unless the change is related to changes in relevant legislation or other instructions issued by competent bodies, or HSONN bears the costs of the change. HSONN may continue to provide The SaaS using a new or modified version of the software. HSONN is not obliged to maintain, modify or add certain features or functionalities of the service or Software Solution specifically for the Customer.
(f) Customer is required to keep records (including proof of purchase) relating to the Software Solution in use under this Agreement. HSONN and/or Partner has the right to verify compliance with this Agreement and the applicable licenses, at HSONN’s expense. This right to verify compliance expires three (3) years after the applicable licenses have been terminated regardless of the cause of termination. Customer agrees to provide reasonable cooperation in the event of a compliance audit.
(g) Instead of automatically checking the versioning and licensing of the Software Solution Customer uses, HSONN or Partner may ask Customer to run an Access and Usage Report. Upon request, Customer must run the Access and Usage Report using the latest version of the Usage Report Tool. Such request shall not be done within one a year starting from the date you first licensed the Software Solution. Customer shall share the results of the Access and Usage Report with HSONN or Partner.
(h) HSONN may temporarily put all or part of the SaaS out of operation for preventive, corrective or adaptive maintenance or other forms of service, especially in the event Microsoft Corporation performs or announces to perform such preventive, corrective or adaptive maintenance. HSONN shall endeavor to allow the period during which the service is out of operation not to last longer than necessary and shall endeavor that this period occurs outside office hours unless this is not possible due to the then applicable Microsoft Corporation’s service windows. HSONN is never obliged to provide a physical carrier to the Customer that contains the software provided to and held by the Customer in the context of the SaaS.
(i) In addition to any other rights and remedies at law, HSONN shall be entitled to terminate this Agreement forthwith by giving written notice if:
(1) Customer commits any breach of this Agreement and if the breach is capable of remedy, fail to remedy it within 30 days after being given a written notice containing full particulars of the breach and requiring it to be remedied; or
(2) Customer becomes directly or indirectly involved, in the design, development, manufacture and/or distribution of any products which compete directly with the Software Solution.
(3) Customer breaches HSONN’s intellectual property rights.
(4) In the event, of bankruptcy or moratorium of payment of Customer.
(5) In the event Customer is liquidated or ceasing its business.
(j) Obligations Surviving Termination. Notwithstanding any expiration or termination of this Agreement and any exercise of rights by Customer or Partner under a separate agreement hereunder, the following rights and obligations shall survive any such termination or exercise of rights necessary to permit their complete fulfillment or discharge:
(1) HSONN’s right (or Partner’s right if applicable) to receive or recover, and Customer’s obligation to pay any fees or other sums payable which are vested in, accrued or accruable at the time of termination or exercise of such rights.
(2) Any rights or remedies of HSONN or Partner or Customer under this Agreement, with regards any cause of action or claim of a party, whether or not accrued at the time of termination, arising from the other party’s breach of or failure to perform any obligation under this Agreement.
(3) In addition to the rights and obligations which survive as expressly provided in this Agreement, the Articles and Schedules which by their nature should survive, including without limitation the provisions of this Agreement relating to confidentiality, shall survive and continue after any termination or expiration hereunder.
SECTION 11 Temporary License and Not for Resale Software Solution for Evaluation Purposes
(a) In case the (prospective) Customer has received the Software Solution with the license for a Temporary or Evaluation or Not for Resale (further NFR) release, then this section applies. To the extent that any provision in this section is in conflict with any other term or condition in this Agreement, this section shall supersede such other term(s) and condition(s) with respect to the Temporary, Evaluation or NFR Software, but only to the extent necessary to resolve the conflict.
(b) The Temporary or Evaluation or NFR Software Solution is provided to Customer “AS-IS”, and HSONN disclaims any warranty or liability obligations to Customer of any kind.
(c) Customer acknowledges that any research or development performed regarding the Temporary or Evaluation or NFR Software Solution or any product associated with them is done entirely at Customer’s own risk.
(d) If requested by HSONN or Partner, Customer will provide feedback to them regarding testing and use of the Temporary or Evaluation Software Solution, including error or bug reports.
(e) During the Term, HSONN grants to Customer a non-exclusive and non-transferable license to temporarily use the Software for merging, testing and evaluation purposes only and use the Documentation in connection with use of the Software. The license granted under this Agreement does not grant or transfer to Customer any right, whether proprietary or otherwise, other than those which are expressly granted herein. HSONN shall deliver to Customer, as soon as practicable one machine-readable copy of the Software Solution. It is not allowed to install this Software Solution on Customer’s Production Environment.
(f) A Temporary or Evaluation Software Solution License is valid for a limited Term, to be agreed with HSONN or Partner. If not specifically agreed separately, this period will be a maximum of 30 days from the date of installation of the Software Solution. Customer certifies that Customer will uninstall every copy of the Temporary or Evaluation Software from all Customer’s computer systems within 7 days after the Temporary or Evaluation Software Solution License has expired.
(g) The Temporary or Evaluation and NFR Software Solution will only be provided suitable to cooperate with the most recent version of Microsoft Software. No backward compatibility with previous versions of Microsoft Software is warranted.
SECTION 12 Miscellaneous
(a) Assignment. This Agreement is personal to Customer, Customer is not entitled to assign, mortgage, charge, or otherwise transfer or sub-license any rights under this Agreement, except with prior written approval.
(b) Severability. If any provision hereof is determined by a tribunal of competent jurisdiction to be illegal or unenforceable, it shall automatically be deemed conformed to the minimum requirements of law and, along with all other provisions hereof, shall thereupon be given full force and effect.
(c) Validity. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate the remainder of such provision or the remaining provisions of this Agreement that shall continue in full force and effect.
(d) The Customer Order Form, these terms and any non-contractual obligations relating to or arising out of the order form shall be governed by and construed in accordance with Dutch law. Any disputes that may arise between HSONN and Customer on the basis of the Customer Order Form, any other agreement and/or any non-contractual obligations relating to or arising out of the order form or any other agreement, shall be settled through arbitration in accordance with the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes (www.sgoa.org), without prejudice to the right of either of the parties to request an injunction in summary arbitral proceedings and without prejudice to the right of either of the parties to take precautionary legal measures.
(e) Notwithstanding the foregoing, the HSONN and/or Partner reserve the right to seek and obtain injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an arbitration award, or other order of similar import, including obtaining full payment of all fees and costs under this Agreement from any court of competent jurisdiction.
(f) Notices. If there are any questions regarding the Agreement, please contact:
HSO Innovation AG
3902 HP VEENENDAAL