1. The Agreement
1.3. The Agreement is entered into by and between Onedot AG, a Swiss corporation with its place of business in Schlieren, Switzerland on one part (“Onedot”) and the individual and/or legal entity designated as “Customer” in the registration process according to Section 2 below on the other part (the “Customer”). Onedot and the Customer are sometimes referred to in the Agreement as a “Party” or collectively as “Parties”.
1.4. The Agreement constitutes the entire legal relationship between the Parties with respect to the website www.onedot.com, other websites and mobile applications with similar contents provided by Onedot (together the „Platform“) as well as any rights and obligations, acts and omissions of the Parties connected therewith. The services provided by Onedot on the Platform are sometimes referred to in the Agreement as the “Services”.
1.5. In the Agreement, unless the context requires otherwise, (i) the headings are inserted for ease of reference only and shall not affect the construction or interpretation of the Agreement; (ii) references to one gender include all genders; (iii) words in the singular shall include the plural and vice versa; and (iv) any reference in these Terms of Service to a “Section” shall be deemed to be a reference to a Section of these Terms of Service.
1.6. The Terms of Service are available on the Platform. The Customer has the possibility to create a file of the Terms of Service which can be printed out and saved at any time.
1.7. Any information or promises on the Platform are provided for information purposes only and are not binding to Onedot unless explicitly provided otherwise in the Agreement with regard to a specific case.
2. Registration of the Customer
2.1. The Customer must be registered with Onedot if he wants to have the possibility to use the Platform and to be provided with the Services. Onedot can reject the Customer’s request for registration in its free discretion. Only Customers with a valid registration are authorised to visit all parts of the Platform.
2.2. The registration process is described on the Platform. The respective descriptions of the Platform form an integral part to the Agreement.
2.3. The individual that is registering for a legal entity personally represents and warrants that (i) he has all rights, power and authority to enter into the Agreement and (ii) he is entitled to do so.
2.4. In the course of the registration process the Customer agrees on a Plan (as defined below).
2.5. The Customer represents and warrants that (i) all data provided by the Customer for registration is accurate, non-misleading and complete; (ii) any changes in the registration data will be reported to Onedot by the Customer within 5 days upon the occurrence of the change; and (iii) the Customer, unless a legal entity, is at least eighteen years old at the time of registration.
2.6. Each account that the Customer opens for himself or a legal entity shall be personal and may not be transferred to any other individual or legal entity without the express authorisation of Onedot.
2.7. The Customer shall choose a password upon registration and is obliged to keep the password secret unless disclosure is required by law. The account, username and password are solely for the Customer’s personal use and the Customer may not permit anyone else to use his account, user name or password.
2.8. The Customer shall be responsible for maintaining the security of Customer’s access password. He agrees to make every reasonable effort to prevent unauthorised third parties from accessing the Services and shall use no less than industry standards security precautions in connection with its use of the Services and content obtained therefrom.
2.9. The Customer acknowledges that Onedot shall have the right to disable the Customer’s password and access to the Platform immediately upon termination or expiration of the Agreement for any reason.
3.1. Plans according to the Agreement may only be agreed between the Parties via Customer’s account in the course of the registration process and/or thereafter. They shall form an integral part of the Agreement.
3.2. A Plan may include, but may not limited to information on the Initial Term (as defined below), the Fees (all as defined below), the SLA (as defined below) and the scope of the license.
3.3. The Customer may change or extend Plans (e.g. in order to upgrade or downgrade the Services according to the Plan) only to the extent provided on the Platform.
4.1. Onedot particularly provides Services in order to integrate, transform and classify data. The Services to be provided and the different license models to be granted by Onedot under the Agreement are described in the applicable Plan and on the Platform. The respective descriptions of the Platform form an integral part to the Agreement.
4.2. Subject to the terms and conditions of the Agreement and the applicable Plan, Onedot hereby grants to the Customer a non-transferable and nonexclusive right to access and use the Platform and the Services provided by Onedot according to the Agreement and the applicable Plan and to authorise Customer’s employees, agents, and contractors as defined in the respective Plan, if any (each, an “End User” and collectively, the “End Users”), to use the Platform and the Services during the term of the Agreement.
4.3. The scope of the license granted to the Customer and its End Users, if any, under the Agreement is further described in the applicable Plan.
4.4. The Customer may have the possibility to agree on a service level agreement (“SLA”) in the course of the registration process and thereafter via the Platform. The SLA may particularly define the processing response time, the processing location of the Customer Data (as defined below), the processed data volumes and the extent of the support.
4.5. The Customer acknowledges and accepts that (i) notwithstanding any other provision of the Agreement and particularly the SLA, if any, Onedot provides the Services on a reasonable effort basis only, unless explicitly otherwise provided in the respective Plan, and (ii) the only remedies of the Customer in case of one or several violations of the SLA, if any, are set out in Section 9.3 below. Any other liabilities and remedies of the Customer, particularly claims for damages, are excluded.
4.6. The Customer is responsible for, represents and warrants that its End Users comply with all of the terms and conditions in the Agreement.
4.7. The Customer is solely responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access, or otherwise use the Platform and the Services, including, without limitation, computers, computer operating systems, internet access, and web browsers.
4.8. The Platform may contain links to other websites. These websites are not under the control of Onedot and Onedot is not responsible for the contents thereof.
4.9. If the Customer’s database exceeds the specified size as set out in the applicable Plan, uploading new data and processing data is not possible anymore (after some contingency limit).
4.10. If at any time Onedot determines that Customer’s data volume (the “Database Volume”) has exceeded the maximum data volume listed in the applicable Plan, if any, Onedot may charge the Customer according to the then current price list for the time and the extent the maximum data volume has been exceeded.
4.11. The Platform and/or the Services may be temporarily unavailable from time to time for scheduled maintenance, unscheduled emergency maintenance, or due to other causes beyond Onedot’s reasonable control. Onedot shall use reasonable efforts to provide notice to the Customer of any scheduled unavailability of the Services.
4.12. The Customer shall be responsible, represent and warrant that he takes all necessary steps which are required that neither the Customer nor Onedot violates the applicable laws, including but not limited to the applicable data protection laws, due to the provision of the Services by Onedot according to the Agreement. Such steps may include, but may not be limited to (i) make the website of the Customer compliant in connection with the Services to be rendered by Onedot according to the Agreement, (ii) inform the concerned individuals and legal entities about the ways and the extent of Onedot’s data analysis and data improvement and/or (iii) even obtain informed consent of such individuals or legal entities.
5. Limitations of Use and Remedies
5.1. The Customer shall use the Services only for its own internal business operations.
5.2. Except expressly provided in the Agreement, Customer shall not: (i) download, store, reproduce, transmit, display, distribute or take screen shot of any part of the Platform; (ii) sell, rent, lease or make otherwise available or permit access to the Platform to any third party; (iii) use or attempt to use any deep-link, scraper, robot, spider, data mining, computer code or any other device, tool or program to access, acquire or monitor any part of the Platform; (iv) violate the security of the Platform or attempt to gain unauthorised access to the Platform; (v) provide on the Platform any information or use the Platform or parts thereof in any manner that infringes or violates the rights of Onedot or any third party, the applicable laws or regulations; (vi) to refrain from performing any action which may impair the operability of the Platform; (vii) use the Platform in any manner that is unlawful or harms Onedot (including but not limited to the brand of Onedot) or the users of the Platform; or (viii) remove any proprietary notices or labels from the Platform or the Services.
5.3. Onedot’s Code of Conduct, if any, shall form an integral part to the Agreement and be binding for the Customer.
5.4. Onedot reserves the right to investigate complaints or reported violations of the Agreement and to take any action it deems appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, email addresses, usage history, posted materials, IP addresses and traffic information.
6. Changes to the Services and Discontinuance
6.1. Onedot may, without notice to the Customer, update or otherwise modify the Services in its sole discretion at any time, including without limitation providing updates or modifying features or functionality, or removing features or functionality (collectively, “Updates”). The Agreement applies to all such Updates.
6.2. Onedot may, without notice to the Customer, discontinue the Platform or the Services temporarily or permanently at any time. In the event Onedot discontinues the Platform or the Services, Onedot will either (at Onedot’s option): (i) terminate the Platform and/or the provision of the discontinued Services and refund the Customer pro-rata for the Fees prepaid by the Customer with respect to the discontinued Platform and/or the Services that would otherwise have been provided to the Customer; or (ii) continue to provide the Platform and the Services to the Customer through the end of the term of the Agreement, provided that the applicable fees for such period have been paid to Onedot.
7.1. The Customer shall pay to Onedot the fees indicated in the applicable Plan (hereinafter the “Fees”), if any, as they become due plus all related taxes for the Platform and the Services provided by Onedot under the Agreement.
7.2. The Fees shall be paid in Swiss Francs unless otherwise agreed in the applicable Plan.
7.3. The due dates and the means of payment are indicated in the applicable Plan. The Fees shall be due in advance unless otherwise provided in the applicable Plan.
7.4. The Customer shall be in default without any reminder from Onedot. Default interest shall be 5% p.a.
7.5. All Fees are non-refundable. There are no refunds or credits for unused periods.
7.6. Onedot may suspend or terminate any or all of the Services provided to the Customer if Customer’s account has been delinquent for thirty (30) days, provided that such right shall not exist with respect to amounts subject to a good faith dispute. In the event Customer disputes any amounts stated in an invoice from Onedot, the Customer must notify Onedot in writing of such disputed amounts within thirty (30) days after receipt of the applicable invoice. Such notice shall contain the amount disputed and the basis for Customer’s objection. The Parties will work together in good faith to resolve the dispute as soon as reasonably practicable.
7.7. Fees for the Services after the Initial Term or then current Renewal Term of the respective Plan may be changed by Onedot at any time upon notice to the Customer, which change(s) will be effective as of commencement of the immediately following Renewal Term of the respective Plan.
8. Reservation of Rights
8.1. The Customer acknowledges and agrees that, as between the Customer and Onedot, Onedot is the sole and exclusive owner of all rights, title and interest in and to the Platform and the Services and any information developed or collected by Onedot in connection with its operation of the Services (other than Customer Data, as defined below), including but not limited to all ideas, inventions, inferences, discoveries, developments, formats and processes, and all copyrights, patent rights and other intellectual property and proprietary rights therein and thereto.
8.2. Any rights not expressly granted to the Customer herein are reserved by Onedot. All suggestions, enhancement requests, feedback, recommendations or other input provided by the Customer or any other party relating to the Services shall be owned by Onedot, and the Customer hereby does and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership rights.
8.3. The Customer owns any data, information or material originated by the Customer that the Customer submits or provides in the course of the registration and using the Services (the “Customer Data”).
8.4. The Customer shall be solely responsible for the accuracy, quality, content and legality of Customer Data, the means by which the Customer Data is acquired and the transfer of the Customer Data outside of the Services.
8.5. Onedot acquires no right, title or interest in or to Customer Data under the Agreement except to the limited extent necessary to perform the Services for the Customer or other customers which includes the internal use of the Customer Data and the provision of the Customer Data to its service providers (provided that such service providers shall be obliged to keep the Customer Data confidential), but excludes any provision of Customer Data to other third Parties unless explicitly provided in Section 12 below (the “Limited License”).
8.6. The Limited License shall be and remain valid notwithstanding any other provision of the Agreement and shall particularly survive any expiration or termination of any Plan and the Agreement. The use of Customer Data by Onedot shall not be limited due to Section 12 below provided that Onedot complies with Section 8.5 above.
9. Limited Warranty
9.1. Onedot warrants to the Customer that it will make commercially reasonable efforts to (i) provide the Services substantially in accordance with the description of the Services on its Platform and the respective Plan and (ii) to comply with the SLA, if any, as agreed in the respective Plan.
9.2. In the event Onedot breaches the foregoing warranty and the Customer provides Onedot with written notice of such breach, Customer’s sole remedy and Onedot’s sole obligation shall be one of the following options, such option to be selected by Onedot in its sole discretion: (i) to the extent practicable, Onedot may fix the Services and correct any defect or error, provided that Onedot agrees that such defect or error is correctable; or (ii) Onedot may terminate Customer’s use of the Services and issue a refund to the Customer in an amount equal to the fees pre-paid by the Customer (if any) for Services not received.
9.3. In the event Onedot breaches the foregoing warranty concerning the SLA, if any, at least 3 times in a calendar month and the Customer provides Onedot with written notice of such breaches, Customer’s sole remedy in addition to the remedy set out in Section 9.2 above shall be the right to terminate the respective Plan with immediate effect in accordance with Section 14.7 below.
9.4. The foregoing states Customer’s sole and exclusive remedies, and Onedot’s entire liability, for breach of the warranties provided under the Agreement. Customer agrees that it shall have no remedy under this Section for claims made after termination or expiration of the Agreement.
9.5. The Services may include software under license from third parties. Such third parties do not (i) make any representations or warranties with respect to the Platform or Services, (ii) assume any liabilities regarding the Customer’s use of Platform or the Services, or (iii) agree to or assume any obligation to provide support or information related to the Platform or the Services.
9.6. WITH THE EXCEPTION OF THE FOREGOING LIMITED WARRANTY, THE PLATFORM AND THE SERVICES CONNECTED THEREWITH ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORTS IS WITH THE CUSTOMER. WITH THE EXCEPTION OF THE FOREGOING LIMITED WARRANTY, ONEDOT DOES NOT MAKE, EXPRESS OR IMPLIED, AND DISCLAIMS ANY AND ALL WARRANTY CONNECTED WITH THE PLATFORM AND/OR THE SERVICES.
9.7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ONEDOT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES: (I) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ERROR-FREE ACCESS TO THE PLATTFORM OR USE THEREOF; (II) OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE OF THE PLATTFORM; (III) THAT THE OPERATION OR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR (IV) THAT THE QUALITY OF THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.
9.8. CUSTOMER ACKNOWLEDGES THAT NEITHER ONEDOT NOR ITS THIRD PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ONEDOT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
9.9. THE CUSTOMER REPRESENTS AND WARRANTS THAT (i) IT HAS all necessary power and authorisation to accept the AGREEMENT; (II) THE AGREEMENT IS legal, valid, binding and enforceable against the Customer; (iii) the Customer’s acceptance of the terms and conditions of the agreement will not violate any law, rule, regulation or order, or any agreement, binding the Customer; and (iv) THE CUSTOMER WILL OBSERVE ALL APPLICABLE LAWS AND THE PROVISIONS OF THE AGREEMENT.
9.10. the customer further represents and warrants that (i) he will not directly or indirectly provide access to the platform or the Services to any person (including any natural person or government or private entity) that is located in or is a national of any embargoed or highly restricted country under the Swiss laws or the United States Export Regulations; and (II) he is not located in, under the control of, or a national or resident of any such country or on any such list.
10. Limitation of Liability
10.1. UNLESS EXPLICITLY OTHERWISE PROVIDED IN THE AGREEMENT, (I) THE LIABILITY OF EACH PARTY UNDER OR IN CONNECTION WITH THE PLATFORM, THE SERVICES AND THE AGREEMENT SHALL BE LIMITED TO THE EXTENT POSSIBLE BY THE GOVERNING LAW, AND (II) EACH PARTY SHALL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOT BE LIABLE UNDER OR CONNECTED WITH THE AGREEMENT, STRICT LIABILITY OR ANY OTHER THEORY.
10.2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ONEDOT SHALL NOT BE LIABLE FOR: (I) FOR ERROR OR INTERRUPTION OF USE OF THE PLATFORM, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (II) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (III) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
10.3. THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL NOT APPLY TO THE CUSTOMER’S INDEMNIFICATION.
11.1. The Customer shall indemnify, defend and hold harmless Onedot, to the fullest extent permitted by law, against any cause of action, all liabilities, losses, costs or expenses (including reasonable fees and expenses of legal counsel) with respect to any claim by third parties arising out of the Customers’ failure to perform its obligations under the Agreement.
11.2. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying party has full control and authority over the defence, except that: (i) any settlement requiring the Party seeking indemnification to admit liability or to pay any money will require that Party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (ii) the other Party may join in the defence with its own counsel at its own expense. The indemnities above are the only remedy under the Agreement.
12. Confidentiality Obligation
12.1. For purposes of the Agreement, “Confidential Information” means information disclosed by one Party to the other Party under the Agreement that is marked as confidential or would normally be considered confidential under the circumstances.
12.2. Without limiting the foregoing, Confidential information shall include: (i) with respect to Onedot, the software of the Platform, the Services, the principles (including, but not limited to, software development or design) upon which they are based, the manner by which they operate, and any improved software object functionality and performance derived from the Customer’s use of the Services; (ii) with respect to the Customer, the Customer Data provided under the Agreement; and (iii) with respect to both Parties, any information that relates to research, product plans, products, services, clients, markets, developments, inventions, designs, drawings, engineering, marketing or finances of the disclosing Party.
12.3. Notwithstanding the foregoing, Confidential Information does not include information that: (i) the recipient of the Confidential Information already knew; (ii) becomes public through no fault of the recipient; (iii) was independently developed by the recipient; or (iv) was rightfully given to the recipient by another party.
12.4. Each Party will: (i) protect the other Party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information, but in no event less than reasonable care; and (ii) not disclose the Confidential Information, except to affiliates, employees, agents and professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential.
12.5. Each Party (and any affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfil obligations under the Agreement, while using reasonable care to protect it.
12.6. Each Party is responsible for any actions of its affiliates, employees and agents in violation of this Section 12.
12.7. Notwithstanding the foregoing, each Party may disclose the other Party’s Confidential Information when required by law but only after it, if legally permissible: (i) uses commercially reasonable efforts to notify the other Party; and (ii) gives the other Party the chance to challenge the disclosure.
12.8. Each Party’s obligations regarding the Confidential Information of the other Party shall continue for a period of ten (10) years after the expiration or termination of the Agreement.
13. Data Protection
13.1. Each Party shall comply with all applicable legal provisions regarding data protection. In particular, Onedot shall not provide or otherwise disclose any personal data of the Customer to any third party without authorisation unless provided otherwise in the Agreement.
14. Term and Termination
14.1. The Agreement shall take effect with the acceptance of the Customers’ request for registration by Onedot (the “Effective Date”).
14.2. The Agreement shall, unless earlier terminated as set forth below, remain in effect until the last Plan has been terminated or expired.
14.3. Each Plan shall remain in effect, unless earlier terminated as set forth below, through the initial term designated in the applicable Plan (the “Initial Term”) and be part of the Agreement.
14.4. Unless otherwise stated in the applicable Plan and subject to Section 14.5 below, the Initial Term and each subsequent Renewal Term of the respective Plan shall automatically renew for successive one (1) year periods (each a “Renewal Term”) unless either Party notifies the other of its intent not to renew, which notice must be provided at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term of the respective Plan.
14.5. In case the Plan does not include an Initial Term, but other limitations such as a maximal amount of processing of data, the Initial Term shall expire at the time the agreed limitation is reached (the “Expiration Time”) and the term of the respective Plan will not renew, but be terminated at the Expiration Term unless the Plan is extended as set out on the Platform.
14.6. Each Party may notwithstanding the foregoing provisions terminate the Agreement (and each Plan) at any time with immediate effect in the following events:
if bankruptcy or similar events occur, including but not limited to the case of the appointment of a receiver, custodian, trustee, conservator, administrator or liquidator or any other officer with similar powers for a Party; in case of ceasing of business, winding up or liquidation of a Party saves for the purposes of corporate reconstruction.
14.7. Each Party may notwithstanding the foregoing provisions terminate the concerned Plan at any time with immediate effect in the following events:
in case the other Party is in material default regarding its obligations under the concerned Plan and has not cured such material default within ten days after receipt of a written notice of the other Party;
In the event Onedot breaches the warranty according to Section 9.3 above concerning the SLA, if any, at least 3 times in a calendar month and the Customer provides Onedot with written notice of such breaches.
14.8. Upon termination or expiration of the Agreement, (i) Customer’s right to access and use the Platform and the Services shall immediately terminate; (ii) any suspension or termination pursuant to this Section shall not relieve the Customer of its payment obligations; (iii) all Fees will become immediately due and payable; (iv) each Party shall destroy all tangible manifestations of the Confidential Information and not use the Confidential Information for any purpose.
14.9. Customer hereby acknowledges and agrees that Onedot has no obligation to retain Customer Data and that the Customer Data may be irretrievably deleted and destroyed within thirty (30) days after the termination or expiration of the Agreement or the respective Plan.
14.10. Termination or expiration of the Agreement shall not relieve either Party of its respective obligations to the other hereunder that arose prior to the effective date of termination. Notwithstanding anything herein to the contrary, all sections of the Agreement that, by their nature, should survive termination or expiration of the Agreement will survive, including without limitation, accrued rights to payment, use restrictions, ownership, indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
15. Force Majeure
15.1. No Party shall be liable to the other if performance of any of its obligations hereunder is prevented, hindered, or delayed by the occurrence of circumstances beyond its control, which circumstances shall include, but shall not be limited to, any act of God, act of any government or other statutory undertaking, industrial dispute beyond the area of control of such Party, fire, explosion, accident and power failure, always provided (i) they constitute a force majeure event, i.e., are beyond the control of the Party invoking it, and (ii) they are not the result of the failure of such Party to perform any of its obligations under the Agreement.
15.2. Following the occurrence of any such event the Party thereby affected shall notify the other Party in due time of such occurrence and such Party shall use its reasonable endeavours to overcome or to minimise the adverse effects thereof.
15.3. Performance of the affected and related obligations shall be postponed for a period equal to the time lost by reason of the delay. If as a result of force majeure a Party is rendered definitely unable to perform, or if the period of force majeure has lasted longer than three months or as soon as it is reasonably clear that it will last longer than three months, the other Party may, with immediate effect, terminate the Agreement in writing.
16.1. Each Party will pay any taxes now or hereafter imposed by law on the respective Party unless otherwise provided by the Agreement.
17. Modifications of the Agreement
17.1. Amendments or other modifications to the provisions of the Agreement may be implemented by Onedot at any time and at its absolute discretion (the “Modifications”).
17.2. Such Modifications are displayed in the Customer’s account or published otherwise on the Platform before coming into effect.
17.3. The Customer must confirm these Modifications and the modified Agreement in his account. The Agreement is terminated if the Customer fails to confirm the Modifications and the modified Agreement.
17.4. This Section 17, and particularly the foregoing provision, shall not be applicable to Changes of Services and other Updates according to Section 6 above.
18.1. The Customer may submit all notices to Onedot using the contact form provided on the Platform. Onedot may send notices to the Customer by email, fax or mail to the addresses given in the Customer’s current contact data in his account. A written notice in the sense of the Agreement (including but not limited to a notice of termination) shall include a notice by email, fax and mail.
18.2. Except as otherwise provided in this Agreement, the Parties agree that, in the event of any disputed or unresolved claim, debt or obligation, any and all rights to set-off and/or rights to retain funds are expressly waived.
18.3. The Parties hereto are and remain independent parties. It is not the Parties’ intent to create and the Agreement does not create the formation of a partnership, joint venture or similar relationship between the Parties.
18.4. The Customer shall not assign or transfer any of its rights and obligations under the Agreement without Onedot’s prior written consent. Onedot may assign or transfer its rights and obligations under the Agreement without the Customer’s consent.
18.5. No amendment or modification of the Agreement shall be valid or binding on the Parties unless made in writing. This shall also apply to the foregoing sentence.
18.6. Should any provision of the Agreement be invalid or unenforceable, the remaining provisions shall be valid. In the place of an invalid provision, a valid provision is presumed to be agreed upon by the Parties, which comes economically closest to the one actually agreed upon.
18.7. Failure or neglect by Onedot to enforce any of the provisions of the Agreement shall not be construed or deemed to be a waiver of Onedot’s rights nor shall this affect the validity of the whole or any part of the Agreement, nor prejudice Onedot’s rights to take subsequent action.
18.8. ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT SHALL BE GOVERNED BY SUBSTANTIVE SWISS LAW EXCLUDING THE CONFLICT OF LAW RULES AND THE LAWS IN TREATIES INCLUDING BUT NOT LIMITED TO THE UNIFORM LAW ON PURCHASES (VIENNA TREATY).
18.9. ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT SHALL BE SOLELY AND FINALLY SETTLED BY A COURT OF ARBITRATION CONSISTING OF ONE ARBITRATOR IN ACCORDANCE WITH THE SWISS RULES OF INTERNATIONAL ARBITRATION OF THE SWISS CHAMBER OF COMMERCE. THE PLACE OF ARBITRATION SHALL BE ZURICH. THE COURT OF ARBITRATION SHALL CONDUCT THE PROCEEDINGS AND ALL AWARDS SHALL BE RENDERED IN THE ENGLISH LANGUAGE.
Version dated September 23, 2017