General Terms and Conditions of Blocksport AG

1Provision of Services

1.1The Service Provider shall perform and provide the Services with a standard of care, skill, and diligence consistent with best practices in the Service Provider’s industry.

1.2Service Provider may subcontract a portion of the Services to third parties («Support Providers»). However, the Service Provider shall remain fully responsible to the Client for the provision of the Services.

1.3The Service Provider shall act as an independent contractor. If deemed necessary by the Service Provider, the Client shall assign appropriately qualified personnel to oversee the use and implementation of the Services and/or Technology.

1.4Client agrees to promptly provide the Service Provider (or cause others to provide) with Client Information, resources, and assistance that the Service Provider reasonably requires to perform the Services. Client Information shall be accurate and complete in all material respects. The Service Provider will rely on Client Information and shall have no obligation to verify it.

1.5The Parties shall immediately notify each other of any circumstances within their respective areas that may jeopardize or have the potential to jeopardize contractual performance.

1.6All Services are intended for Client’s use in accordance with the applicable SOW under which they are provided.

1.7The Service Provider shall inform the Client about improvements and further developments that make a change to the Services appear appropriate for technical or economic reasons.

2Warranty

2.1The Service Provider warrants that the Services and/or the Technology supplied by it under any applicable SOW shall possess the agreed-upon properties, as well as those properties which the Client may reasonably expect in accordance with prevailing industry standards at the time the applicable SOW is executed.

2.2The Service Provider warrants that it shall not infringe upon any third-party IP Rights with the provision of its Services and/or Technology. The Client warrants that it shall not infringe upon any third-party IP Rights with the Client Information it provides to the Service Provider.

2.3The Service Provider shall indemnify, defend, and hold harmless the Client against any third-party claims alleging infringement of IP Rights arising from the Services and/or Technology, at the Service Provider’s own expense and risk. The Client shall promptly notify the Service Provider in writing of any such claims and, to the extent permitted by applicable law, cooperate in the defense or settlement of such claims. The Service Provider shall bear the court costs, legal fees, and other reasonable expenses incurred by the Client in connection with such claims, as well as any damages or settlement amounts awarded, provided that the infringement of IP Rights is not attributable to the Client’s misuse of the Services in violation of the Agreement.

2.4In the event of an action for infringement of IP Rights or the application of any precautionary measures, the Service Provider, at its own expense and discretion, may either secure for the Client the right to continue using the Services and/or Technology without liability for IP Rights infringement or modify or replace the Services and/or Technology with alternatives that meet the contractual requirements to an equivalent extent. If such options are not feasible, the Service Provider shall refund the fees paid for the affected Services and/or Technology, less a proportionate deduction for the Client’s prior use of the Services and/or Technology. If the remaining Services and/or Technology are rendered unusable due to third-party IP Rights, the Client may demand a full refund of all fees paid and terminate the Agreement.

3Default

3.1The Parties shall be deemed in default without further notice in the event of failure to meet the deadlines agreed upon in the applicable SOW. In cases of other deadlines, a reminder shall be issued, and a reasonable grace period granted.

3.2If the Service Provider is in default, and the performance of the Services remains incomplete even after the expiration of a reasonable grace period set by the Client to the Service Provider, the Client may, at its discretion:

a)Demand subsequent performance of the Services by the Service Provider and, if the Service Provider is at fault, seek compensation for damages resulting from non-performance as per the Agreement;

b)Waive subsequent performance of the Services and, if the Service Provider is at fault, claim compensation for damages resulting from non-performance.

3.3If the Client is in default of payment, the Service Provider shall besides its right to suspend the Services and/or the Technology be entitled to statutory default interest.

4Intellectual Property Rights

Mutual settlements

4.1The Parties agree that the Client grants, and the Service Provider receives, the right to use Client’s IP Rights for its Services for the duration of any applicable SOW («License»). This License shall encompass the use of the mutually agreed trademarks of the Client.

4.2Subject to the limited licenses granted herein, the Service Provider shall retain all rights, title, and interest in and to the Technology, the Services, and other deliverables provided under any applicable SOW, including all modifications, improvements, upgrades, derivative works, and feedback related to them, and the IP Rights therein.

Rights to individual technology

4.3The exclusive rights to individual technology produced by the Service Provider specifically for the Client, including source code, program descriptions and documentation, regardless of whether these are in written or machine-readable form, shall pass to the Client upon creation or upon fulfillment of the terms and conditions of the applicable SOW.

4.4Both Parties shall remain entitled to use and dispose of ideas, procedures and methods that are not legally protected. The individual technology documentation (documented source code including overview, data and functional model as well as functional description) and the other documents must be handed over to the Client.

Rights to Technology

4.5The IP Rights to the Technology shall remain with the Service Provider or third parties. If the rights belong to third parties, the Service Provider guarantees that it possesses the necessary rights of use and distribution.

4.6The Client shall acquire a non-exclusive right to use and utilize the Technology to the extent agreed upon in the applicable SOW.

4.7Depending on the terms of the applicable SOW, the right to use the Technology shall be granted for either a definite or indefinite period (until termination).

4.8If the Technology provided by the Service Provider includes open-source software, the Service Provider shall explicitly disclose this and, in the event of subsequent changes to the Technology, specify the license terms under which the open-source software is made available to the Client.

5Maintenance

5.1Maintenance includes the correction of errors, adaptation, and further development of the Technology.

5.2If faults occur, the Service Provider shall participate in the search for the cause of the fault at the request of the Client, even if the fault occurs when several systems or components interact. If the Service Provider proves that the fault was not caused by the Technology maintained or serviced by it, these Services shall be remunerated separately.

5.3Where possible, the Service Provider shall, at the request of the Client and for a fee to be agreed in advance, also rectify faults that are attributable to circumstances for which the Client or third parties are responsible, if capable.

6Limitations

6.1As part of the Parties’ commercial arrangements, the Parties have mutually agreed the following limitations of liability (which also apply to others for whom Services are provided under this Agreement):

a)Neither Party will be responsible for any amount with respect to loss of profit, data or goodwill, or any other consequential, incidental, indirect, exemplary, punitive or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

b)Client (and any others for whom Services are provided) may not recover from Service Provider, in contract or tort, under statute or otherwise, aggregate damages in excess of the fees actually paid for the Services under the respective SOW during the twelve months preceding the date of the event giving rise to the loss. This cap is an aggregate cap across all claims under the respective SOW.

6.2The limitations set out in Sections 6.1(a) and 6.1(b) above will not apply to losses or damages caused by either’s Party gross negligence or willful misconduct or to the extent prohibited by applicable law.

7Confidentiality, Data Protection & Security

7.1Except as otherwise permitted by this Agreement, neither Party may disclose to third parties any information provided by or on behalf of the other Party that ought reasonably to be treated as confidential. Either Party may, however, disclose such information to the extent that it:

a)is or becomes public other than through a breach of this Agreement;

b)is subsequently received by the recipient from a third party who, to the recipient’s knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information;

c)was known to the recipient at the time of disclosure or is thereafter created independently;

d)is disclosed as necessary to enforce the recipient’s rights under this Agreement; or

e)must be disclosed under applicable law or legal process.

7.2Advertising and publications about project-specific Services require the prior written consent of the Client, as does the naming of the Client as a reference.

7.3Service Provider uses Support Providers who may have access to Client Information in connection with the delivery of Services. Service Provider shall be responsible for any use or disclosure of Client Information by Support Providers to the same extent as if Service Provider had engaged in the conduct itself.

7.4Client agrees that Client Information, including Personal Data, may be processed by Service Provider and its Support Providers in various jurisdictions in which they operate. Client Information, including any Personal Data, will be processed in accordance with applicable law, and appropriate technical and organizational security measures will be implemented to protect it.

7.5If Client requires Service Provider to access or use Client or third-party systems or devices, Service Provider shall have no responsibility for the confidentiality, security or data protection controls of such systems or devices or for their performance or compliance with Client requirements or applicable law.

7.6To facilitate the performance of the Services, Service Provider may provide access to, or otherwise make available, technology-enabled collaboration tools and platforms to Client personnel or third parties acting on Client’s behalf or at Client’s request. Client shall be responsible for all such persons’ compliance with the terms applicable to the use of such tools and platforms.

7.7The Service Provider is obliged to inform the Client immediately if it has knowledge or suspicion that information which it processes for the Client has been or could be exposed to unauthorized access, passed on to unauthorized third parties, lost or damaged, or otherwise processed in violation of the law or the Agreement. The Service Provider must also immediately take the immediate measures necessary to secure the data and to prevent or minimize possible adverse consequences.

8Force Majeure

Neither Party shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond such Party’s reasonable control.

9Governing Law and Dispute Resolution

9.1This Agreement, and any non-contractual matters or obligations arising out of it or the Services, shall be governed by and construed in accordance with the laws of Switzerland, excluding any conflict of law rules.

9.2Both Parties undertake to endeavor in good faith to reach an amicable settlement in the event of differences of opinion. If, despite the efforts of the Parties, no amicable agreement can be reached, any dispute relating to this Agreement or the Services and/or the Technology shall be subject to the exclusive jurisdiction of the ordinary courts at the registered office of the Service Provider.

10Miscellaneous

10.1This Agreement constitutes the entire agreement between the Parties as to the Services and the other matters it covers, and supersedes all prior agreements, understandings, and representations with respect thereto, including any previously agreed confidentiality agreements.

10.2Each Party may execute this Agreement, as well as any modifications to it, by electronic means, and each Party may sign a different copy of the same document. Both Parties must agree in writing to modify this Agreement.

10.3If any provision of this Agreement (in whole or part) is held to be illegal, invalid, or otherwise unenforceable, the other provisions shall remain in full force and effect.

10.4Rights and obligations arising from the Agreement may not be assigned, transferred, or pledged to third parties without the prior written consent of the other Party.

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GTC of Blocksport AG – Edition March 2024