Scope of application and amendments

These Terms of Use govern the user relationship established between the customer and Ayyah AG with regard to the services offered by Ayyah at ayyah.com. The use of the services requires a computer with Internet access and an up-to-date browser.

Ayyah reserves the right to change the General Terms and Conditions, services or prices with a notice period of at least 30 days before they become effective. In the event of significant changes to the detriment of the customer, the customer shall have the right to demand the restoration of the old status within a reasonable period of time. If it is not possible for Ayyah to restore the old situation, the customer shall have the right to terminate this agreement subject to a six-month notice period. Until expiry of the notice period, the originally agreed prices shall remain applicable.

Rights and obligations of the parties

Ayyah shall provide the software within the scope of this agreement and the customer shall pay the agreed license fee. The customer undertakes to use the software only within the agreed scope.

Contract period

The contract shall commence with the scheduled activation of the Software. The term is 12 months, unless otherwise agreed. The contract term is tacitly extended by one year without notice. Written notice of termination may be given by either party up to six months before the end of the contract period.

Article pools, which are rented in addition to the existing license for a fee, can be terminated at the end of each month with a notice period of 30 days.

In the event of late payment, Ayyah shall be entitled to prevent the use of the software without incurring any damages. There is no right of termination due to lack of availability of the software.

Liability

Use is at the user's own risk. Ayyah accepts no liability for direct or indirect damages arising from the use of the software or due to technical faults to the customer or a third party. Any liability of Ayyah and persons for whom Ayyah is responsible shall in any case be limited to intent and gross negligence. Should Ayyah nevertheless become liable for damages, the liability for damages shall be limited to the amount of an annual license fee. Short interruptions of a few hours are possible and do not justify any claims. Any claim for reduction or rescission is excluded. Ayyah shall endeavor to make improvements as quickly as possible. Ayyah may interrupt the use of the software for maintenance work after consultation with the customer.

Ayyah AG accepts no liability for the loss of the password or user name by the customer; in this respect, the customer is solely responsible for the appropriate storage of the current login details.

Data protection

Ayyah undertakes to protect the legitimate interests of the customer and to treat all information and data of the customer as strictly confidential or, in the event of transmission, to ensure that they are protected. It is agreed that business secrets will not be disclosed beyond the scope of the cooperation. The data will only be recorded and processed on a dedicated server in a data center to the extent necessary. They will be deleted at the end of the contract period.

Access to the online tool can be analyzed anonymously in order to improve the tool.

More information on data protection can be found in the privacy policy.

Copyright, rights of use and exploitation

Unless otherwise agreed, the client is granted a non-exclusive license (without the right to grant sublicenses) for the duration of the contract upon full payment of the remuneration in accordance with the contract.

The customer acknowledges that all copyrights, rights of use and exploitation rights to the online tool are held exclusively by Ayyah AG.

Further provisions

Written form
Amendments and additions to this contract, including the waiver of the written form requirement, must be made in writing. This does not apply to extensions to the scope of services by the customer by email/fax, provided they have been confirmed by Ayyah.

Transfer
Ayyah shall be entitled to transfer the contractual relationship or individual rights and obligations arising therefrom to third parties without the consent of the customer.

Partial invalidity
The invalidity of individual provisions of the license agreement shall not affect the legal validity of the remainder of the agreement.

Applicable law and place of jurisdiction
Swiss law shall apply exclusively. The place of jurisdiction for any disputes in connection with this contract is Zurich.

Zurich, March 2012