Terms of Use for the Numarics Mobile/Web App

1. Introduction

Numarics AG with a registered office in Zurich (hereinafter Numarics or the Licensor) offers its customers the use of a SaaS solution called NUMARICS MOBILE/WEB APP (hereinafter the SaaS Solution).

The SaaS Solution is made available over the Internet (whether via web application or by means of using the Numarics Mobile App). The data stored by the Customers when using the SaaS Solution shall be stored in the third-party cloud used for this purpose by Numarics (hereinafter the Cloud).

Numarics therefore grants the Customers the license to the SaaS Solution described in these Terms of Use (as amended from time to time) (hereinafter the License or the Right of Use).

By accepting these Terms of Use or by using the SaaS Solution, the Customer (hereinafter the Customer or the Licensee; Numarics and the Customer hereinafter together the Parties) agrees to these contractual provisions without reservation. 

2. Subject Matter of the Contract

The SaaS Solution is based on various intellectual property rights (intellectual property rights hereinafter also include (protected or unprotected) know-how; together hereinafter the “intellectual property rights”) of the Licensor and, if necessary, also partly on licenses of third parties. It is made available within the scope of various Numarics products (cf. for the current Numarics offer https://numarics.com).

The subject matter of the right of use is the SaaS Solution as well as the cloud storage space (the SaaS Solution as well as the cloud storage space together hereinafter the Contractual Objects or the SaaS Solution).

3. Provision of the SaaS Solution - Registration and Creation of User Account

Numarics provides the SaaS to the customer for the duration of this contract via the Internet against payment. 

The use of the SaaS solution requires the prior registration and creation of a user account on https://numarics.com by the customer. Cf. also the General Terms and Conditions of Numarics in their respective valid version.

The licensor does not assume any responsibility for the functionality of the contractual objects on the hardware used by the licensee. 

4. Rights of Use 

For the duration of the contract, the licensor grants the customer a non-exclusive, non-sublicensable and non-transferable license to use the SaaS solution as intended (cf. in particular the product description on https://numarics.com).

With the exception of the rights of use specified in this agreement, the licensee does not acquire any rights to the SaaS solution; in particular, the customer may not reproduce or edit the SaaS solution (unless this is expressly agreed in writing). In particular, it is prohibited to install the SaaS Solution, even temporarily, or to store it on data carriers (such as hard disks, etc.); the only exception to this prohibition is the loading of the SaaS Solution in the working memory required for its use.

The customer is not entitled to make the SaaS solution available to third parties (against payment or free of charge) for use. Any form of making the SaaS Solution available to third parties is expressly prohibited for the Customer. The customer undertakes to structure any contractual relationships with third parties in such a way that non-contractual use of the SaaS solution by third parties is effectively prevented.

5. Cloud Storage

Numarics provides the customer with a defined storage space in the cloud for the storage of his data (or provides for such). If the storage space is not sufficient for storing the data, Numarics shall inform the customer in due time. Unless the customer subsequently orders additional storage space for a fee, data that exceeds the available storage space will no longer be stored.

The customer is not entitled to transfer this storage space to a third party (partially or completely, against payment or free of charge) for use.

The customer undertakes not to store any content on the storage space whose provision, publication and use violate applicable law or agreements with third parties.

The Licensor is obligated to take (or have taken) appropriate and reasonable precautions against data loss and to prevent unauthorized access by third parties to the Customer's data within the bounds of reasonableness and technical possibilities. For this purpose, the Licensor shall make (or have made) regular backups, check the Customer's data for viruses and install firewalls.

6. Updates / Upgrades of the SaaS Solution

The Licensor shall (without being obligated to do so) continuously develop the SaaS Solution and shall make it available at its own discretion (without or against additional payment) by means of updates and upgrades of the SaaS Solution.

7. Intellectual Property Rights to the Contractual Objects 

All intellectual property rights to the subject matter of the Agreement shall remain the property of the Licensor.

8. Impairment / Interruptions / Maintenance 

Numarics continuously monitors the functionality of the SaaS solution and eliminates SaaS errors within the scope of reasonableness and according to the technical possibilities. An error exists in particular if the SaaS solution does not fulfill the functions specified in the product description, delivers incorrect results or does not function properly in any other way and the use of the SaaS solution is impossible or significantly restricted as a result.

Maintenance of the SaaS solution is generally performed on weekdays from 08:00- 17:30. 

Adjustments, changes and additions to the subjects of the contract as well as measures serving to determine and remedy malfunctions will only lead to a temporary interruption or impairment of accessibility if this is required for technical reasons. The Licensor will notify the Customer (as far as possible) in good time and will (have) such work carried out as soon as possible.

9. Support

Numarics will answer customer inquiries (via e-mail or telephone) regarding the SaaS Solution within the business hours published on the website https://numarics.com as soon as possible after receipt of the respective question by telephone or in writing.

Possible further support of the customer (incl. compensation) is carried out according to a separate agreement of the parties

10. Duties and responsibilities of the customer

A. Remuneration and payment modalities

The fee (plus VAT) to be paid for the rights of use granted in this contract is based on the product selection made by the customer and the corresponding agreement with Numarics.

For payment modalities, etc., see the General Terms and Conditions of Numarics in their currently valid version. The fee is to be paid monthly by setting up a standing order, unless otherwise agreed. 

B. Responsibility for data used by the customer and security precautions

The customer himself is responsible for entering and updating his data and information required to use the SaaS solution.

The customer is obliged to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.

The customer is obliged to prevent unauthorized access to the SaaS solution by third parties by taking appropriate precautions. For this purpose, Customer shall, to the extent necessary, instruct its employees to comply with copyright law. In particular,the Customer shall instruct its employees not to make any copies of the SaaS Solution or to disclose any access data to third parties.

The customer shall take suitable and reasonable measures within the scope of the technical possibilities which are necessary (from the point of view and at the discretion of the licensor) to maintain or improve the security of the data, the SaaS solution and the network connections. 

11. Warranty / Liability

Numarics warrants the functionality and operational readiness of the SaaS Solution in accordance with the provisions in these Terms of Use, if used in accordance with the contract. However, the licensee acknowledges that malfunctions of the SaaS solution cannot be completely excluded, even with the greatest care, and that the uninterrupted functionality of the SaaS solution cannot be guaranteed.

Any further warranty of the licensor is expressly excluded.

The customer is obligated to indemnify Numarics from all claims of third parties, which are based on the data stored by him, and to reimburse Numarics for all costs, which Numarics incurs due to possible infringements of rights.

Numarics is entitled to immediately restrict the storage space if there is a justified suspicion that the stored data are illegal and/or violate the rights of third parties. A justified suspicion for an illegality and/or an infringement of rights exists in particular if courts, authorities and/or other third parties inform the licensor thereof. The Licensor shall notify the customer of the removal and the reason for it without delay. The restriction shall be lifted as soon as the suspicion has been fully rebutted.

Within the scope of the legal regulations Numarics excludes any liability towards the customer (or any third party) especially for the fulfillment of its contractual and non-contractual obligations and for the loss of data and loss of profit (including for negligence). This exclusion of liability also applies to the damage caused directly or indirectly by the use of the SaaS solution.

Third-party web/cloud tools are also partially used as part of the SaaS solution. Cf. also the General Terms and Conditions of Numarics in their respective valid version. 

For the sake of completeness, it is again pointed out that with reference to these third-party providers, their own terms of use shall apply. Within the scope of the legal provisions, Numarics excludes any liability in this respect.

In addition, the provisions of the General Terms and Conditions of Numarics, as amended from time to time, shall apply with regard to warranty and liability.

12. Duration and termination of the contract

The term of this contract corresponds to the term of the product ordered by the customer and the corresponding term agreed between the customer and Numarics. See also the General Terms and Conditions of Numarics in their respective valid version.

Upon termination of this contract, all rights granted to the customer according to this contract expire.

13. Changes to these Terms of Use

Numarics reserves the right to adapt these Terms of Use at any time. Numarics shall inform the customer in a suitable manner in advance about changes to these Terms of Use. If the changes are disadvantageous for the customer, he can terminate the contract concluded with Numarics under these terms of use in writing up to ten (10) calendar days before the change comes into force on this date. If he fails to do so, he accepts the changes, in particular also with reference to orders already in progress. The amended Terms of Use shall also be made available online at https://numarics.com (in the user account).

14. Varia

A. Applicable law, place of jurisdiction

These Terms of Use and all legal relationships arising from this contractual relationship shall be governed by substantive Swiss law, excluding the (non-mandatory) conflict of laws rules and the Vienna Sales Convention (CISG).

The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms of Use as well as legal relationships arising from this contractual relationship is the city of Zurich, whereby Numarics is free to take legal action against the customer at his domicile or before any other competent court.

B. Secrecy, data protection etc.

With reference to secrecy, data protection, etc., the relevant provisions in the General Terms and Conditions of Numarics shall apply in their respective valid version.

C. Severability Clause

If any provisions of these Terms of Use are or become void or ineffective in whole or in part or contain loopholes, this shall not affect the validity of the remaining provisions, unless this would be unreasonable for one of the parties. In such a case, the parties undertake to replace or supplement this void, invalid or missing provision with a valid provision that comes as close as possible to the hypothetical intention of the parties and the original meaning and purpose of the omitted or missing provision.

D. Supplementary applicability of the General Terms and Conditions of Numarics

Insofar as not otherwise regulated in this contract, the General Terms and Conditions of Numarics shall apply (in addition) to these Terms and Conditions of Use in their currently valid version.

© Numarics AG, as of March 1, 2021

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