End User License Terms

DEFINITIONS

For the purpose of these System One End User License Terms the following terms shall be defined as follows:

“BGB” means the German Civil Code.

“Confidential Information” means business, technical or financial information relating to the business of System One or You. Confidential Information of System One includes but is not limited to non-public information regarding features, functionality and performance of the Services. Confidential Information of You includes Customer Data.

“Content” means the content of all data and any other material displayed, posted, uploaded, stored, exchanged or transmitted on or through the Services by or on behalf of You or Users.

“Customer Data” means non-public data provided by You to System One to enable the provision of the Services or during the use of the Services.

“Documentation” means the Services description located at https://www.systemonesoftware.com/ or otherwise communicated to You by System One, as it may be updated from time to time.

“Effective Date” means the date specified as such in the Order.

“External User” means any individual that an Internal User grants access to certain parts of the Services in accordance with these Terms and the Order.

“Initial Service Term” means the initial term of the Services Contract as specified in the Order.

“Internal User” means Your personnel who are employed by You or otherwise provide services to You.

“License” means the right and license to access and use the Services as further specified in Clause 3.1.

“Maintenance” or “Maintain” means System One’s obligations with regard to the Services related to error resolution, bug fixes and the provision of updates and upgrades made generally commercially available by System One in its sole discretion.

“Order” means each ordering document or any online, e-mail or in-app ordering process that references these Terms.

“Professional Services” means additional professional services provided by System One as further specified in Clause 10.

“Prohibited Data” means the data further specified in Clause 4.1(G).

“Renewal Service Term” means the term immediately following the renewal of the Initial Service Term pursuant to Clause 15.1. The period of each Renewal Service Term corresponds with the period of the Initial Service Term, unless agreed otherwise in writing.

“Services” means the System One platform offered as software-as-a-service and System One’s related websites, spaces, services and applications.

“Service Fees” means the fees described in the Order for the Services and Professional Services in accordance with the terms therein.

“Service Capacity” means the capacity for Your use of the Services as set forth in the Order.

“Services Contract” means the services contract concluded by way of an Order incorporating these Terms.

“Support” means System One’s obligations to respond to support requests of You and of Internal Users with regard to the Services by documenting and troubleshooting issues and providing technical and non-technical assistance.

“System One” means System One SaaS GmbH, Helmerdingstraße 4, 10245 Berlin, Germany.

“Terms” means these System One End User License Terms.

“Trial Use” means the use of the Services as part of a trial evaluation as further specified in Clause 5.

“User” means any individual using the Services, including any External User and any Internal User.

“You” means System One’s customers which are business owners (Unternehmer) within the meaning of § 14 BGB to whom System One provides access to its Services.

GENERAL | SCOPE

1. These Terms apply to all contracts between System One and You and shall govern each Order. Any Order shall form a separate Services Contract with respect to the Services under that Order.

2. These Terms shall also apply as a framework agreement for future contracts with You, without System One being required to refer to them in each individual case. These Terms shall be deemed to be confirmed by You at the latest when System One provides the Services.

3. These Terms apply to the exclusion of all others. Different, conflicting or supplementary standard terms of business of You shall only become part of the contract if and to the extent that System One has consented to their application in writing.

4. Individual agreements made in writing with You in specific cases (including ancillary agreements, supplementary agreements and amendments) shall take priority over these Terms.

5. Where these Terms mention the terms ‘written’, ‘in writing’, ‘written form’ or similar, this shall refer to ‘in writing’ in the sense of § 126 BGB.

6. References herein to the application of statutory provisions shall be for clarification purposes only. Consequently, statutory provisions shall apply even without such clarification provided that they are not directly amended by or expressly excluded in these Terms.

LICENSE GRANT

1. Subject to the terms and conditions of the Services Contract, System One grants to You, during the Initial Service Term and any Renewal Service Term, a non-exclusive, non-transferable, non-sublicensable world-wide License to access and use the Services as designated in the Order for internal business purposes only. The number of Licenses is stated in the Order. The Services are offered as prescribed by the Documentation.

2. You may permit Internal Users to use the Services and make certain parts of the Services available to External Users provided that (A) You have obtained a License for each Internal User; (B) You shall procure that any Users comply with these Terms and You shall remain responsible and liable towards System One for all acts and omissions of any Users; and (C) the Services are used solely for the benefit of You.

LICENSE RESTRICTIONS

1. You shall not (and shall not permit any third party, including any User, to) directly or indirectly: (A) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, make any external commercial use of, outsource, use on a timeshare or service bureau basis, or use in an application service provider or managed service provider environment, or otherwise generate income from the Services; (B) copy the Services onto any public or distributed network; (C) decompile, reverse engineer or disassemble any portion of the Services, or otherwise attempt to discover any source code, object code or underlying structure, ideas, know-how or algorithms or other operational mechanisms of the Services, in each case, unless permitted by mandatory statutory law; (D) modify, adapt, translate or create derivative works based on all or any part of the Services (except to the extent expressly permitted by System One or authorized within the Services); (E) modify any proprietary rights notices that appear in the Services or components thereof; (F) use any Services in violation of any applicable laws and regulations (including any export laws, restrictions, national security controls and regulations) or outside of the license scope set forth in Clause 3; (G) configure the Services to collect the following Prohibited Data: (i) any data that is defined as sensitive personal data or ‘special categories of data’ within the meaning of the EU General Data Protection Regulation or any applicable national data protection law or regulation; (ii) passwords or other authentication credentials; (iii) any payment or other financial data, biometric data or genetic data; or (iv) any data relating to a person under the age of 16 years ; or (H) use the Services to (i) store, download or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malware; or (ii) engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity; (iii) interfere with or disrupt the integrity or performance of third party systems, or the services or data contained therein; (iv) attempt to gain unauthorized access to the Services or System One’s systems or networks; or (v) perform, or engage any third party to perform, authenticated or unauthenticated penetration testing, vulnerability assessments or other security assessments.

2. The Services may only be used by You as prescribed in the Documentation.

3. Although System One has no obligation to monitor Your use of the Services, System One may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

TRIAL USE

1. System One may grant You access to the Services for Trial Use, in which case the License is granted for a period of fourteen (14) days unless agreed otherwise. System One shall have the right to downgrade, limit or otherwise modify the Services provided for Trial Use at any time without notice, and no guarantee, indemnity, Maintenance or Support obligations of System One shall apply to Trial Use. System One has the right to immediately revoke and terminate any Trial Use at any time.

YOUR RESPONSIBILITIES

1. You represent and warrant that You and Users shall use the Services only in full compliance with all applicable laws and regulations.

2. You shall be responsible for obtaining and maintaining any technology (including equipment and ancillary services) to use the Services and You shall ensure to maintain the security of such technology, Your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Your account or such technology with or without Your knowledge or consent.

3. You shall be solely responsible for any Content. System One cannot control the information submitted by You or Users during the use of the Services and cannot guarantee the accuracy of any information submitted. System One may, without notice or liability, investigate any complaints or suspected violations of the Contract that come to its attention and may take any action that it believes is appropriate, including, but not limited to, rejecting, refusing to post, or removing any Content, or other data, or restricting, suspending, or terminating Your or any User’s access to the Services.

4. You shall keep the information in Your account up to date and correct. You shall notify System One promptly of any unauthorized use of any password or account or any other known or suspected breach of security or misuse of the Services.

SETUP ASSISTANCE

1. As part of the setup process You shall be entitled to request from System One (a) reasonable assistance to set up Your account; (b) reasonable initial training for Internal Users; and (c) creation of up to three custom templates (usually one (1) contract, one (1) invoice and one (1) itinerary ) to be used by You in connection with the Services, it being understood that (i) System One shall not be liable for the correctness, completeness, integrity and accuracy of any information provided by You to System One for such purpose; and (ii) the provision of custom templates shall not constitute any legal, tax or other advice and any due diligence is Your sole responsibility.

MAINTENANCE AND SUPPORT

1. Subject to Your payment of the Service Fees set forth in the applicable Order, System One shall provide Maintenance and Support to You and to Internal Users for the Services to the extent specified in the Order.

2. Support is provided via e-mail through support@systemonesoftware.com and the online support center at https://systemonesoftware.com/support from Monday to Friday 9:00 am to 5:00 pm (CET), excluding public holidays in the State of Berlin, Germany and the timeframe between December, 23rd and January, 2nd of each calendar year.

3. System One shall use reasonable efforts consistent with prevailing industry standards to Maintain the Services in a manner which minimizes errors and interruptions in the Services.

4. You may notify System One of any errors via support@systemonesoftware.com. In the event of errors of the Services leading to a material reduction of the usability of the Services, System One shall be required to use commercially reasonable efforts to rectify the defect within a reasonable period.

5. If System One’s analysis shows that an error notified by You has actually not occurred or is not attributable to the Services, System One may charge You for the costs demonstrably incurred by System One in connection with such analysis.

6. The fees for Maintenance and Support are included in the Service Fees.

AVAILABILITY OF THE SERVICES

1. Subject to Your payment of the Service Fees set forth in the applicable Order, System One shall make the Services available to You in accordance with this Clause 9.

2. System One shall use reasonable endeavors to ensure, that the Services are available to You over the internet, however no less than 98% per year (based on twenty-four (24) hours a day and seven (7) days a week) excluding any temporary unavailability for scheduled or for unscheduled Maintenance, either by System One or by third-party providers, or unavailability for causes beyond System One’s reasonable control. System One shall use reasonable efforts to provide advance notice in writing of any scheduled service disruption.

3. You are aware and acknowledges that Your access to the internet cannot be guaranteed and that System One shall never be liable for deficiencies in Your own internet connections or equipment.

PROFESSIONAL SERVICES

1. Subject to these Terms hereof (including payment of any applicable Service Fees set forth in the Order), System One shall provide additional Professional Services if and to the extent described in an Order.

2. The Professional Services shall constitute services pursuant to § 611 BGB unless explicitly agreed otherwise by the Parties in the Order. The Professional Services shall be rendered on a one-time fee or a time and materials basis. If the Professional Services purchased have been consumed, System One shall stop the Professional Services until additional Professional Services have been purchased.

3. You shall reimburse System One for travel and other expenses (at cost) incurred in connection with the Professional Services (if any).

CONFIDENTIALITY | CUSTOMER DATA

1. You and System One understand that they have or may disclose to each other certain Confidential Information. You and System One shall take reasonable precautions to protect each other’s Confidential Information, and not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. This shall not apply with respect to any information that You or System One respectively can document (A) is or becomes generally available to the public; or (B) was in Your or System One’s respective possession or known by them prior to receipt; or (C) was rightfully disclosed to You or System One respectively without restriction by a third party; or (D) was independently developed without use of any Confidential Information; or (E) is required to be disclosed by law.

2. Notwithstanding anything to the contrary, System One shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Customer Data and data derived therefrom), and System One shall be free (during and after the term hereof) to (A) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other System One offerings, and (B) disclose such data solely in aggregate or other de-identified form in connection with its business.

PROPRIETARY RIGHTS | TRADE NAMES AND LOGOS | FEEDBACK

1. System One reserves the right to implement new versions and upgrades of the Services including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice.

2. You agree that System One may refer to You by Your trade names and logos, and may briefly describe Your business, in System One’s marketing materials and website.

3. You and Internal Users may from time to time provide System One with suggestions for new features or functionalities of the Services. System One shall be free to determine whether or not to implement any such features or functionalities. You grant to System One, without charge, the fully paid-up, perpetual, sublicensable right to exploit such feedback for any purpose.

4. System One and its suppliers own and shall retain all proprietary rights, including all copyright, database rights, patent, trade secret, trademark and all other intellectual property rights and technical solutions, in and to the Services. You acknowledge that the rights granted under the Services Contract do not provide You with title to or ownership of the Services.

5. You shall retain all right, title and interest in and to the Customer Data and any Content, as well as any data that is based on or derived from the Customer Data and any Content. You grant to System One a non-exclusive, non-transferable, non-sublicensable world-wide right and license to use the Customer Data and any Content solely in connection with providing the Services. System One shall have no liability for the Customer Data and any Content.

DATA PROTECTION

1. You and System One shall at all times comply with the requirements of any applicable privacy and data protection legislation. In particular, where reasonably required by You, System One shall enter into a written data processing agreement with You.

PAYMENT OF FEES

1. System One reserves the right to change the Service Fees for the following Renewal Service Term (a) at any time, if due to changes in the applicable Consumer Price Index, or (b) at least sixty (60) days (in case of monthly subscriptions, two (2) weeks) prior to the end of the Initial Service Term or the end of the then current Renewal Service Term, if due to any other reason reasonably determined by System One.

2. Following notice in text form under § 126b BGB (simple email sufficient), System One shall be entitled to suspend Your access to the Services if payments are not received within fourteen thirty (14) days of the due date in accordance with § 320 BGB.

3. Where a monthly billing model is agreed upon, Your subscription shall automatically update at the beginning of every billing cycle to reflect the current number of Licenses present in Your System One account.

4. In the event Your System One account contains more Licenses than You had initially ordered for the then-current Initial Service Term or Renewal Service Term, You shall also be charged for these additional Licenses for the remainder of the then-current term whether or not the number of current Licenses in Your System One account should decrease thereafter.

5. The minimum number of Licenses that You may order for a Renewal Service Term shall correspond to the maximum number of Licenses contained in Your System One account during the Initial Service Term or Renewal Service Term immediately preceding the relevant Renewal Term.

6. All Service Fees are exclusive of, and You shall pay, all taxes, duties, and assessments, however designated, which are levied or imposed upon such Service Fees.

7. You shall pay System One the Service Fees. If Your use of the Services exceeds the Service Capacity or otherwise requires the payment of additional fees per the terms of the Services Contract, You shall be billed for such usage and You agree to pay the additional fees in the manner provided herein.

TERM | TERMINATION

1. Neither You nor System One shall be entitled to terminate the Services Contract for convenience with effect prior to the end of the Initial Service Term or any Renewal Service Term (Ausschluss der ordentlichen Kündi­gung). Your and System One’s right to immediately terminate the Services Contract for good cause (außerordentliche Kündigung aus wichtigem Grund) shall remain unaffected. Such good cause shall in particular exist, if (A) a party commits a material breach of the Services Contract, and such breach has not been cured within thirty (30) days after receipt of written notice thereof; (B) You are in default of payment by more than forty-five (45) days; (C) You breach the use restrictions under Clause 4; or (D) You cease Your due payments or suffer a significant deterioration in Your asset situation.

2. Upon termination of the Services Contract or lapse of its Initial Term or Renewal Service Term taking effect, System One will suspend Your access to the Services and delete any Content (if any) in the possession of System One after a period of thirty (30) days. You shall be solely responsible for extracting all such Content before any suspension. Upon Your request and as part of the Professional Services, System One may choose to extract and/or manipulate Your Content against an additional Service Fee.

3. Subject to earlier termination as provided below, the Services Contract begins on the Effective Date and shall remain in effect for the Initial Service Term. The Initial Service Term shall automatically and continuously renew for additional Renewal Service Terms, unless either party requests termination at least thirty (30) days (in case of monthly subscriptions, seven (7) days) prior to the end of then-current term.

LIMITED WARRANTY

1. System One warrants (gewährleistet) that the Services will, in all ma­terial respects, conform to the functionality described in then-current Documentation for the applicable Services version. In case of a breach of this warranty System One shall be required to use commercially reasonable efforts to modify the Services to conform in all material respects to the Do­cu­mentation, and if System One is unable to materially restore such functionality within thirty (30) days from the date of written notice of said breach, You shall be en­titled to terminate the Services Contract upon written notice and receive a pro-rata refund of the unused Services Fees which have been paid in advance (if any) for unused access to the Services. You must notify System One in writing of any warranty breaches and You must have installed and configured the Services in accordance with the Documentation to be eligible for the foregoing remedy. System One is not liable for the existence of initial errors (anfängliche Mängel) under § 536a BGB. Your claims for damages for a breach of this warranty are subject to the limitations set forth in Clause 18.

2. Under no circumstances shall You be entitled to obtain the source code of the Services.

3. You have checked that the specification of the Services as described in the Documentation meets Your needs and wishes. You are aware of the essential functionalities and features of the Services. The extent, nature and quality of the goods and services to be delivered by System One are determined by these Terms, the Order and the Documentation. Any other information only forms part of the Services Contract if You and System One explicitly so agree in writing or if System One explicitly so confirms in writing. Product descriptions, illustrations, test programs, etc. represent mere service specifications but do not constitute guarantees (Garantien) or agreements on certain specifications (Beschaffenheitsvereinba­rungen). In order to be valid, an agreement on a guarantee requires the written confirmation from a director of System One.

INDEMNITY

1. Without prejudice to any other liability of You under contract or statutory law, You shall defend, indemnify and hold harmless, at Your expense, System One and its Affiliates, its suppliers and resellers against any third party claim to the extent such claim arises from or is made in connection with Your breach of Clause 4 or otherwise from Your use of the Services, and You shall pay all costs and damages finally awarded against System One by a court of competent jurisdiction as a result of any such claim.

2. In connection with any claim for indemnity under this Clause 17, System One must promptly provide You with notice of any claim that System One believes is within the scope of the obligation to indemnify, provided, however, that the failure to provide such notice shall not relieve You of Your obligations under this Clause 17, except to the extent that such failure materially prejudices Your defense of such claim. System One may, at its own expense, assist in the defense if it so chooses, but You shall control the defense and all negotiations related to the settlement of any such claim. Any such settlement intended to bind System One shall not be final without System One’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

3. System One agrees at its expense to defend You against (or, at System One’s option, settle) any third-party claim to the extent such claim alleges that the Services infringe or misappropriate any patent, copyright, trademark or trade secret of a third party, and System One shall pay all costs and damages finally awarded against You by a court of competent jurisdiction as a result of any such claim. In the event that the use of the Services is, or in System One’s sole opinion is likely to become, subject to such a claim, System One, at its option and expense, may (A) replace the applicable Services with functionally equivalent non-infringing technology; (B) obtain a license for Your continued use of the applicable Service; or (C) (partially) terminate the relevant Service Contract and provide a pro-rata refund of the Service Fees that have been paid in advance for the applicable Services (beginning on the date of termination). The foregoing indemnity obligation of System One shall not apply: (i) if the Services are modified by You or Your agent; (ii) if the Services are combined with other non-System One products, applications, or processes, but solely to the extent the alleged infringement is caused by such combination; or (iii) to any unauthorized use of the Services. The foregoing shall be Your sole remedy with respect to any claim of infringement of third party intellectual property rights.

LIMITATION OF LIABILITY

1. System One shall be unrestrictedly liable for (A) injury to life, body or health caused by System One, its legal representatives (gesetzliche Vertreter) or assistants in performance (Erfüllungsgehilfen); (B) damage caused intentionally (vorsätzlich) or with gross negligence (grob fahrlässig) by System One, its legal representatives or executive staff; (C) damage caused intentionally by System One’s assistants in performance not mentioned in (B); (D) damage resulting from the absence of any guaranteed (garantiert) characteristics; and (E) claims under the German Product Liability Act (Produkthaftungsgesetz).

2. System One shall be liable for damage resulting from the breach of its primary obligations (Kardinalpflichten) hereunder by System One, its legal representatives, senior executives or assistants in performance. Primary obligations are such basic duties which form the essence of the Services Contract, which were decisive for the conclusion of the Services Contract and on the performance of which You may rely. If the breach of such primary obligation was caused (A) through simple negligence by System One, its legal representatives or executive staff; or (B) through simple or gross negligence by System One’s assistants in performance not mentioned in (A), then System One’s ensuing liability shall be limited to the amount which was foreseeable by System One at the time the respective Service was performed.

3. Subject always to Clauses 18.1 and 18.2, System One shall not be liable for damage resulting from the breach of non-primary obligations through (A) simple negligence of System One, its legal representatives or executive staff or (B) simple or gross negligence of System One’s assistants in performance not mentioned in (A).

4. System One shall not be liable for any loss, damage or harm suffered by You that is directly or indirectly caused by Your unauthorized use of the Services to process Prohibited Data.

5. System One shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular backup measures been taken by You.

6. Subject always to Clause 18.1, the total liability of System One arising out of or in connection with the Services Contract, whether in contract or tort or otherwise shall in no circumstances exceed a sum equal to 100 % of the total Service Fees paid (plus Service Fees payable) by You in the twelve (12) months immediately preceding the event which gave rise to the liability.

7. Any other liability of System One not covered by this Clause 18 is excluded on the merits.

SECURITY

1. You shall ensure that User identities, passwords, and equivalent obtained by You in conjunction with registration for the Services are stored and used in a secure manner and cannot be accessed and thereby used by third parties. You shall be liable for any unauthorized use of the Services.

2. Where it is suspected that any unauthorized person has become aware of a User identity and/or password, You shall immediately inform System One thereof and also change such User identity and/or password.

3. You shall be liable for losses or damage incurred by System One where You intentionally or negligently reveal a User identity/password to a third party or where a User identity and password otherwise become known to an unauthorized party, unless You notify System One immediately upon suspicion that such has occurred.

4. System One shall adopt reasonable measures to ensure that the security of the Services meet relevant industry standards. System One’s security measures are set forth in the System One Security Policy, which is available upon request.

NO SET-OFF | LIMITATION OF RIGHT OF RETENTION

1. You may only invoke a right to set-off and assert a right of retention to the extent that its claims have been (A) finally established by a court of law; (B) are uncontested; or (C) have been acknowledged by System One.

ASSIGNMENT | NOVATION

1. You may not assign (übertragen) the Services Contract without the prior written approval of System One and any purported assignment in breach of this Clause 21 shall be void. System One may at its discretion assign, transfer, subcontract or novate the Services Contract and/or any associated rights to assign the Services Contract in whole or in part.

2. You shall, at System One’s request, promptly, and in any event within fifteen (15) days, enter into a novation agreement in such form as System One shall reasonably specify in order to enable System One to exercise its rights pursuant to this Clause 21.

SEVERANCE

1. Should any provision of the Services Contract including the Order and these Terms be or become ineffective or invalid in whole or in part, the effectiveness and validity of the other provisions shall not be affected. Such ineffective or invalid provision shall be replaced by a provision which comes as close as legally possible to what the Parties would have agreed, pursuant to the meaning and purpose of the original provision and of the Services Contract if they had recognized the ineffectiveness or invalidity of the original provision. If the ineffectiveness or invalidity of a provision is based on the determination of a certain level of performance or a certain time (deadline or fixed date), such ineffective or invalid level or time shall be replaced by the level or time which comes as close as legally possible to the original level or time. The foregoing shall also apply to any possible omission in the Services Contract including the Order and these Terms that was not intended by the Parties. It is the express intention of the Parties that this savings clause does not just have the effect of shifting the burden of proof but that § 139 BGB is entirely dispensed with.

ENTIRE AGREEMENT | CHANGES

1. The Services Contract including the Order and these Terms represent the entire agreement between You and System One in respect of its subject matter and supersede and extinguish all prior negotiations, arrangements, understanding, course of dealings or agree­ments made between the Parties in relation to its subject matter, whether written or oral.

2. Valid amendments or supplements to these Terms must be made in writing explicitly referencing the Clauses of these Terms to be amended or supplemented. The same shall apply to any agreement to deviate from or cancel this requirement of written form.

3. System One may amend and/or update these Terms with future effect from time to time and as necessary for technical, economic or legal reasons. Any revision of these Terms shall be announced to You in text form (simple email shall suffice) no later than six (6) weeks before their proposed effective date. You may either approve or object to the revision before their proposed effective date. The revision shall be deemed approved by You, unless You object to the revision before their proposed effective date. System One shall expressly inform You thereof in the respective announcement.

GOVERNING LAW | JURISDICTION

1. The Services Contract and any issues, disputes or claims (whether contractual or non-contractual) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The United Nations Convention on Services Contracts for the International Sale of Goods (CISG) shall not apply.

2. The parties agree that the courts of Berlin (Germany) shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) that arises out of or in connection with the Services Contract or its subject matter or formation.

MISCELLANEOUS

1. The person signing or otherwise accepting the Order and these Terms for You represents that it is duly authorized by all necessary and appropriate corporate action to enter the Services Contract on behalf of You.

2. System One shall be entitled to retain subcontractors, including third party software suppliers, for the performance of any of its obligations in accordance with the Services Contract.

3. You shall only be entitled to offset with claims vis-à-vis System One’s claims or exercise a right of retention if the claims or the right of retention of You have been determined with legal effect or are not disputed by System One.

4. You shall not assign (abtreten) any of Your rights or obligations under any Order and these Terms without the prior written consent of System One.

5. No agency, partnership, joint venture, or employment is created as a result of the Services Contract and You do not have any authority of any kind to bind System One in any respect whatsoever.