General Terms and Conditions of emonitor AG

emonitor AG, Zurich, ( hereafter “emonitor”) provides services for real estate companies and develops and distributes its own software applications.

1. scope of application

1.1 These GTC are an integrated part of all contractual relations between emonitor and its clients or customers (hereafter “client”).

1.2 These GTC shall apply without limitation. General terms and conditions of the client shall only be accepted if emonitor has expressly agreed to their application in writing.

1.3 These GTC shall govern all relations between emonitor and its clients. Acceptance of these GTC shall be given by using the relevant services and products of emonitor. Any provisions which are supplementary to or deviate from these GTC shall only apply if both parties have accepted them in writing.

1.4 If one or more provisions of these GTC should prove to be invalid or void in whole or in part, the contracting parties shall replace such provisions with new provisions that come as close as possible to their economic purpose. All other provisions of these GTC remain unaffected. The same applies to any loopholes in these GTC.

1.5. emonitor expressly reserves the right to make additions and/or changes to these GTC at any time. New T&Cs will also take immediate effect for existing contractual relationships.

2. due diligence, business secrecy

2.1. emonitor undertakes to perform the tasks assigned to it carefully, conscientiously and in accordance with instructions. emonitor shall safeguard the legitimate interests of the client in good faith and, in particular, shall protect the client’s trade secret where it has been granted access.

3. copyright

3.1 emonitor shall retain the copyright to the works created by emonitor (websites, design, graphic drafts and sketches, texts, images, photographs, analyses, codes, sounds, animations, etc.). emonitor shall hold these rights in accordance with the provisions of the Federal Act on Copyright and Related Rights of 9 October 1992. emonitor shall be entitled to designate the authorship of its works in a form to be determined by it.

3.2 The scope of permitted use of the software created by emonitor shall be determined by a separate agreement or, in the absence thereof, by emonitor’s offer.

3.3 The works created by emonitor may be used exclusively within the scope of the agreed upon order. Similarly, order documents or parts thereof handed over to the client may only be used within the scope of the agreed order. Unless otherwise agreed upon, the client’s use of emonitor’s work shall be limited to a single use of the content, time and geography of the work created by emonitor. The client shall not be granted the right to edit the works created by emonitor. The client shall obtain emonitor’s permission for any use and any use outside the scope of the order. The client shall not be entitled to make changes to the works created by emonitor without the consent of emonitor. Any use or modification of emonitor’s works beyond the scope of the order shall result in the payment of a penalty according to section 3.4 below.

3.4 Any unlawful use of emonitor’s copyrighted works, concepts and analyses shall oblige the client to pay a penalty of 80% of the order volume, but at least CHF 20,000, per use. emonitor expressly reserves the right to claim further damages. Payment of the penalty shall not invalidate the prohibition of use. Any further use is subject to payment of the above-mentioned contractual penalty and obliges the customer to pay damages.

3.5 The use of copyrighted works and of concepts and ideas of emonitor brought to the attention of the client during presentations or workshops requires the written consent of emonitor. The provisions in sections 3.1 – 3.4 above shall apply mutatis mutandis.

3.6. emonitor shall be entitled to use the works and services developed for the client for self-promotion. Any competitive prices shall be the exclusive property of emonitor.

4. DATA BACKUP

4.1 The client is solely responsible for backing up his data. emonitor AG recommends its clients to back up data on a regular basis. emonitor provides the client with suitable third-party tools for this purpose, without assuming any warranty for their functionality.

4.2 In the case of hosting services (cf. para. 2.2), emonitor AG will, as an additional protection, back up the client’s databases, files and e-mails daily and keep them for seven (7) days as a rule. At the request of the client and for an additional fee emonitor shall make the data stored by emonitor available to the client, if available. emonitor cannot guarantee the client the recovery of the complete data, however.

4.3 Excluded from the restoration of data according to clause 4.2 are in any case emails which are stored by the spam filter in the special memory for spam email. This memory will not be backed up, but deleted regularly. emonitor does not guarantee the backup of the data stored on its server and draws the attention of its clients to the fact that the backup of the data takes place at different times and therefore a possible loss of data cannot be excluded in individual cases. In exceptional cases it is also possible that emonitor cannot back up data for individual days for technical reasons, e.g. due to maintenance work or system malfunctions.

5. liability

5.1 The liability of emonitor for its own actions is excluded to the extent permitted by law. In addition, emonitor shall not be liable for defects in goods and services supplied by third parties, nor for damages resulting from such defects.

6. fee

6.1 emonitor’s fees shall be calculated on the basis of hourly rates or a fixed amount agreed upon. Depending on the type of service and software use, a modular combination of the above fee models may be agreed upon. The details are set out in a separate agreement or, in the absence of such an agreement, in the offer.

6.2. emonitor will notify the client of any additional work required. The additional expenditure will be shown in the invoice.

6.3. emonitor shall not provide any advance services free of charge. emonitor shall be entitled to charge a fee for the preparation of proposals and concepts. The fee shall be based on a separate agreement or, in the absence of such an agreement, on the terms of the offer. In the absence of both an agreement and a quotation, the fee shall be calculated on the basis of emonitor’s hourly rate.

6.4 If an order is reduced in scope or cancelled, emonitor shall be entitled to the fee for the work performed up to that time. In addition, emonitor shall have the right:

or

A placed order will be implemented by emonitor within the time frame offered. Revocation is not possible and shall be fully compensated in any case.

a) to reimbursement of expenses and advance payments made by third parties; b) to compensation for all damages resulting from the reduction or cancellation; c) to use their previous work elsewhere in the event of cancellation of the order.
6.5 The Client shall pay invoices for services rendered, work performed or the use of software made available by the due date stated in the invoice or within the payment period specified. If no due date or payment period is specified, a payment period of 30 days from the date of the invoice shall apply. Upon expiration of the payment period or expiration date, the client shall automatically be in default, i.e. even without a reminder. emonitor reserves the right to charge default interest of 6% p.a. In addition, the client shall be liable for any additional reminder or collection costs as well as for any further damages. emonitor shall also be entitled to stop work in progress immediately if the client is in default.

6.6 Quotations made by emonitor and all other fees and prices are exclusive of VAT and any other taxes or fees owed by law.

6.7 The client shall under no circumstances be entitled to withhold any payments or claims. A set-off may only be made against claims that have been legally established or that emonitor has expressly acknowledged in writing by means of a credit note.

7 . Retention of title

7.1. emonitor retains title to all products created in the course of the performance of the agreement until full payment has been received.

8 . Termination of the cooperation

8.1 Individual orders expire upon their fulfilment. Contracts in a permanent relationship may be terminated by either party by giving six months’ notice in each case to the end of a calendar month, with simultaneous settlement of all expenses (fixed costs, fees, etc.) charged or chargeable up to the ordinary termination of the contract, unless otherwise agreed. Each party is entitled to withdraw from the contract immediately if the other party is obviously insolvent, ceases its business activities or another important reason arises, the existence of which would make it unreasonable to expect the parties to continue the contract.

9.data and documents

9.1. emonitor shall keep the data and documents it has prepared for the client for the production of works or other services for ten years after termination of the cooperation against reimbursement of costs. The obligation to store data when using software provided is regulated in the separate licence agreement.

10 . Conclusion of contract

10.1 Only offers expressly designated as such shall be deemed offers. The agreement shall come into existence when emonitor receives the client’s written order confirmation (by mail, email or fax). Until receipt of the order confirmation the offer may be revoked by emonitor at any time.

10.2 Any changes made by the client to the offer issued by emonitor shall only be valid if emonitor expressly confirms them in writing.

10.3 The agreement shall be concluded between emonitor and the client. If the client acts in the name and on behalf of a third party, he shall be fully responsible to emonitor for all obligations set forth in these terms and conditions and indirectly imposed on the third party.

11. content

11.1 In connection with the content provided by the client, the client warrants that all legal provisions and other legal barriers or obligations under private, public or criminal law in his home country, in the country where emonitor has its registered office (Zurich, Switzerland), are complied with. In particular, the client assures that no rights of third parties (name rights, copyrights, other intellectual property rights, data protection rights, stock exchange legislation, etc.) have been or will be infringed. Accordingly, the client shall be responsible for content made available to emonitor and shall be fully liable for any violation of the above provisions. In addition, the client shall indemnify emonitor against any claims of third parties arising from illegal content. The client shall in any case be obliged to bear all judicial and extrajudicial costs incurred in connection with claims of third parties or in other proceedings and litigation and shall indemnify emonitor in full.

11.2. emonitor may at any time and without giving reasons reject illegal or indecent material or material violating public or private law, or stop the implementation of such material immediately and without consulting the client, without further consequences for the remuneration of the order.

11.3. emonitor shall not be obliged to return or retain any material produced by or sent to client, such as images, data carriers or other documents or data, to client.

12 . Liability

12.1. emonitor disclaims any liability for interruptions in the operation of websites or provided web applications, for whatever reason.

12.2 Any claims against emonitor for defects in services or works are expressly and completely excluded. In particular, emonitor shall not be liable for consequential damages such as loss of profit etc. of the client or third parties.

13 . Extraordinary termination of contract

13.1. emonitor has the right to dissolve the agreement with the client at any time and without notice:

a) bankruptcy or obvious insolvency of client. emonitor may also terminate the agreement with client without notice if it becomes apparent by other means that client will no longer be able to meet its payment obligations, and if client fails to advance the costs for the next term of the agreement or to provide appropriate security before the end of the term;
b) Outstanding payments of the customer after expiry of a 10-day grace period;
c) cessation of the business activity of the customer;
e) the occurrence of an important reason, the existence of which makes it unreasonable to expect emonitor to continue the contract.

Additional terms and conditions for the hosting service of emonitor

I General

The following provisions govern the hosting service of customer websites. The hosting service of provided software is defined in the corresponding user contract with the customer.

In the context of hosting services, emonitor will provide the client with storage space and server services on an infrastructure connected to the Internet to the extent chosen by the client.

The calculation of the services is based on average use of emonitor’s resources. The provided resources (in particular storage space, traffic, CPU/RAM usage) may only be used for the proper operation of the client’s website.

1.1 emonitor is entitled to take appropriate measures with regard to resource-intensive uses by the customer or users of the customer’s website (e.g. uploading/downloading of sound, video, streaming, games, high-resolution images and graphics beyond the ordinary operation, high number of simultaneous accesses to the website, excessive storage of files, in particular, the use of the customer’s website in a way which is not compatible with the normal operation of the website). Catching Files, on the server, excessive hard disk access (read and/or write), etc.), to set limits on resource consumption at any time and at its own discretion and to restrict the provision of the service to the customer accordingly.


2.1 emonitor also reserves the right to block the client’s user account or access to the client’s website if the client’s user behaviour or the behaviour of the users of the client’s website (e.g. high number of simultaneous accesses to the client’s website with DDoS attacks) in any way impairs the operational behaviour of the service or the client’s website. emonitor will inform the client (as far as possible within the scope of operational resources and due to the specific circumstances) in advance or immediately afterwards about the necessary or effected blocking.

2.2 Within the limits of its operational resources, emonitor will endeavour to provide the services around the clock without interruption and without disruption. Maintenance work, troubleshooting, expansion of services, measures to protect the infrastructure of emonitor, etc. may require temporary interruptions of operation. The client will be informed of such interruptions in good time, if the circumstances make this possible.

2.3 Domain name services emonitor offers clients services for the administration, registration or transfer of domain names. By using the domain name services the customer accepts the General Terms and Conditions for Domain Names in addition to these GTC.

2.4 Applications and additional services of emonitor and third parties

2.5 emonitor offers the customer applications and other additional services of emonitor or third parties via the emonitor Control Panel. By using the application or the additional service, the customer additionally accepts the licence terms, terms and conditions, terms of use and/or the conditions of emonitor or of the third party provider applicable to the respective applications or additional services and/or the conditions of emonitor or of the third party provider described on the respective offer page or in emonitor Control Panel.

2.6 emonitor may restrict the use of applications and/or remove individual applications from the offer at any time and without prior notice. The customer further acknowledges and agrees that there is no claim to support services by emonitor with regard to the applications and that he is solely responsible for the backup of his data in connection with the use of the applications.

3. RIGHTS AND DUTIES OF THE CUSTOMER
3.1 General information

3.1.1 The customer is entitled to use the services and products as intended and lawful and undertakes to comply with these GTC and any instructions of emonitor, in particular with regard to maintenance, updating or deletion of software.

3.1.2 When ordering, registering and using the services, the client is obliged to provide truthful information.

3.1.3 The client undertakes to choose passwords appropriately, to store them carefully and to protect them from access by third parties. The customer is fully responsible for the use of the passwords. If the client detects misuse of his account, he shall immediately inform emonitor in writing (by e-mail with subsequent confirmation of receipt by emonitor).

3.1.4 The client shall not be entitled to make a service purchased by him available to third parties (free of charge or for a fee). If emonitor finds out that the services purchased by the client are not used by the client but by a third party, emonitor shall be entitled to suspend the provision of the service in question until this defect has been remedied. In such a case, the customer remains obliged to pay in full the remuneration due for this service.

3.1.5 The client undertakes to keep the applications and software used by him (both server-side and client-side) technically up-to-date, to maintain them regularly and to carry out regular updates. The customer also undertakes to delete from the server any applications and software which he no longer needs and uses.

3.1.6 The client shall immediately notify emonitor of any malfunctions and interruptions of the services he is using and shall support emonitor as far as possible in remedying the malfunction. The client shall bear the costs for the containment and correction of malfunctions by emonitor if the client has requested the investigation and the cause of the malfunction is due to the behaviour of the client or the equipment used by the client or to the behaviour of users of the client’s website. Responsibility of client for content.

3.2.1 Client shall be responsible for the content of the information (language, images, sounds, computer programs, databases, audio/video files, etc.) which client (and third parties communicating with client) has transmitted or edited, distributed or made available for retrieval by emonitor. The client shall also be responsible for references (especially links) to such information. emonitor shall not be obliged to monitor the content made available by the client.

3.2.2 The client shall be obliged to make available only admissible contents when using the products and services of emonitor. In particular, inadmissible shall be content that violates rights of emonitor or third parties, in particular intellectual property rights in the strict sense (e.g. copyrights or trademarks) or personal rights, provisions of the German Unfair Competition Act (UWG), including the client’s obligation to provide an imprint in accordance with Art. 3 para. 1 lit. s UWG, or violate or jeopardize the business reputation; in addition, all content that fulfills criminal offences (namely in the areas of pornography, depiction of violence, racism, business secrets, defamation and fraud) is inadmissible (hereinafter collectively “Inadmissible Content”). When using hosting services, the customer also undertakes to comply with the user guidelines for hosting services.

3.2.3 emonitor reserves the right to inspect the content made available by the customer using the hosting services after receipt of a notice in the sense of the Code of Conduct – Hosting (hereinafter “CCH”) or by order of courts and authorities. emonitor remains entitled to carry out spot checks even without the existence of a notice.

3.2.4 Any disputes between co-owners of an account or the client and third parties regarding the use of the account or the content distributed through the account or the client’s website shall be exclusively the responsibility of the co-owners of the account or the client. If emonitor receives enquiries/complaints from individual co-owners of accounts or third parties regarding an account or regarding content provided via an account or the client’s website, emonitor will forward the enquiry/complaint to the other co-owner(s) or the client for settlement. The right of emonitor to disclose the identity of the customer to third parties at the request of courts or authorities is reserved (see section 9.2).

3.2.5 Third party complaints will be forwarded in accordance with the Notice and Notice procedure described in the CCH (hereinafter “Notice and Notice Procedure”). The customer is obliged to inform himself about the Notice and Notice procedure as well as the Notice and Takedown procedure as described in the CCH (hereinafter “Notice and Takedown procedure”). The CCH can be viewed at https://www. emonitor AG.ch/docs/CCH-DE.pdf

3.2.6 emonitor is entitled to block access to the client’s website in whole or in part and to discontinue the hosting services (i) if the requirements of the notice-and-tackdown procedure are met, (ii) if emonitor is requested to do so by a court or governmental authority, or (iii) if emonitor itself might otherwise become legally responsible or liable to prosecution, or (iv) if a sample of concrete indications or suspicion of a violation of the user guidelines or the making available of prohibited content (cf. 3.2.2). emonitor also reserves the right to reject e-mails containing viruses.

3.2.7 emonitor is entitled to charge the client for expenses incurred in connection with measures according to section 3.2.3- 3.2.6. emonitor reserves the right to claim further damages. emonitor may require the client to provide a security deposit to cover the expenses and further damages as a precaution. If this security is not paid or if the client does not comply with the requests made in connection with the measures taken, emonitor may suspend the services or terminate the agreement with the client without notice.

DATA SECURITY
4.1 The client is solely responsible for backing up his data. emonitor recommends its clients to back up data on a regular basis. emonitor provides the client with suitable third-party tools for this purpose, without assuming any warranty for their functionality.

4.2 In the case of hosting services (cf. para. 2.2), emonitor will, as an additional protection, back up the client’s databases, files and e-mails daily and keep them for seven (7) days as a rule. At the request of the client and for an additional fee emonitor shall make the data stored by emonitor available to the client, if available. emonitor cannot guarantee the client the recovery of the complete data, however.

4.3 Excluded from the restoration of data according to clause 4.2 are in any case emails which are stored by the spam filter in the special memory for spam email. This memory will not be backed up, but deleted regularly. emonitor does not guarantee the backup of the data stored on its server and draws the attention of its clients to the fact that the backup of the data takes place at different times and therefore a possible loss of data cannot be excluded in individual cases. In exceptional cases it is also possible that emonitor cannot back up data for individual days due to technical reasons, e.g. maintenance work or system malfunctions.

WARRANTY
6.1 emonitor endeavours to provide the hosting service carefully and professionally. However, emonitor cannot guarantee that the client’s website will be available on the internet without interruption and that the data requested by the client will be transmitted correctly and without delay via the internet. emonitor further does not guarantee that the services provided by emonitor and any third parties used will enable the client to achieve the economic or other purpose intended by the client.

6.2 Reports of failure of the hosting service by the client shall contain a written (registered letter or e-mail with subsequent acknowledgement of receipt by emonitor) notice of defects with a comprehensible description of the claimed defects. The client shall also grant emonitor a reasonable grace period of at least 30 days to remedy the defects specified in the notice of defects. If the grace period is not granted, the client shall be entitled to terminate the agreement immediately. emonitor will refund to the client any remuneration already paid pro rata for the period during which the client no longer uses the service due to the termination. Any further compensation is excluded subject to section 7 of these GTC.

6.3 The installation and use of the applications provided in emonitor Control Panel (cf. section 2.4) shall be at the client’s own responsibility and risk. emonitor does not give any warranty in this respect. In particular, emonitor does not give any assurance or guarantee for the completeness, accuracy, durability, reliability, functionality, marketability, quality, suitability for a certain purpose or for certain results, absence of defects or similar with regard to the applications.

7. LIABILITY OF EMONITOR
7.1 emonitor shall be liable to the client without limitation for direct and proven damages caused by unlawful intent or gross negligence on the part of emonitor.

7.2 emonitor’s liability for medium or ordinary negligence shall be limited to the amount of CHF 10’000.00 per calendar year.

7.3 Liability for slight negligence as well as for indirect or consequential damages is expressly excluded. Consequential damages shall include, in particular, loss of profit, loss of production, damage to reputation, and damage from loss of data.

7.4 Any liability for damages caused by third parties misusing or tampering with emonitor’s communication infrastructure or the client’s website is also excluded. This does not include, but is not limited to, interference by computer viruses or DDoS attacks, changes by hackers and unauthorized sending of e-mails. The exclusion of liability also includes damages incurred by the client as a result of measures taken by emonitor necessary to prevent such interference by third parties (e.g. blocking access to the client’s website to protect emonitor’s infrastructure and other clients’ websites from DDoS attacks).

7.5 The above exclusions and limitations of emonitor’s liability shall not apply in case of injury to life, body or health or in case of mandatory legal regulations, including the provisions of the Product Liability Act.

LIABILITY OF THE CLIENT
Client shall be liable to emonitor without limitation for damages caused by unlawful intent or gross negligence. The client’s liability for slight negligence is expressly excluded.

CONFIDENTIALITY AND DATA PROTECTION
9.1 emonitor and client mutually agree to maintain confidentiality of all information and data not generally known to emonitor and client, which become accessible to them during the preparation and execution of the agreement. This obligation shall remain in force even after termination of the agreement as long as a legitimate interest exists.

9.2 emonitor and the client shall ensure data protection and data security within their respective sphere of influence. emonitor shall take appropriate organisational and technical measures to protect personal data against unauthorised processing. For certain services it may be necessary to disclose personal data to third parties in Switzerland or abroad (for example, when accessing applications operated by third parties). In addition, emonitor reserves the right to make personal data available to authorities or third parties where it is legally obliged to do so. emonitor may also inform clients about ongoing developments and new services of emonitor itself and of emonitor’s partners. The customer may declare in the control panel at any time that he does not wish to receive such information. emonitor shall keep personal data only to the extent and for the time necessary to provide the services or if emonitor is obliged to do so by law.

10. INTELLECTUAL PROPERTY
10.1 For the duration of the contract, customers are granted the non-transferable, non-exclusive right to use and exploit the service.

10.2 All rights to existing intellectual property or intellectual property arising during the performance of the contract with regard to the services of emonitor AG (e.g. programmes, templates, data, control panels) shall remain with emonitor or with the third parties used by emonitor.

DURATION AND TERMINATION OF THE CONTRACT
11.1 Duration general

These General Terms and Conditions shall apply throughout the entire period of use of services by the customer.

11.2 Hosting service contract

11.2.1 The agreement between emonitor and the client regarding hosting services (cf. section 2.2) shall become effective upon delivery of the contractual documentation by emonitor to the email address provided by the client for contract-relevant notifications, upon confirmation of the customised offer by the client or upon use of the services by the client, and shall be valid for the duration chosen in the client’s order or in the customised offer (6, 12 or 24 months). The contract can be terminated by either party with 30 days’ notice to the end of the agreed contract period. Termination shall be made in writing by registered mail with subsequent acknowledgement of receipt. emonitor may also terminate the agreement by sending an e-mail to the e-mail address provided by the client for communications relevant to the agreement. If the agreement is not terminated in due time, it will be automatically extended for the agreed term of the agreement.

11.2.2 Cancellation policy: The client may cancel his order for hosting services within 30 days without giving reasons in writing (registered letter, , e-mail with subsequent confirmation of receipt by emonitor). The period shall commence upon receipt of this cancellation policy. To comply with the cancellation period, it is sufficient to send the cancellation in time. The revocation has to be sent to info@emonitor.com. As sender the customer has to use the contact e-mail address reported to emonitor. In his e-mail the client shall include the contractual documents delivered by emonitor as an attachment. The right of withdrawal shall only apply to orders placed via the website of emonitor and only for hosting services without customer specification.

11.2.3 If the client violates any contractual provisions (including the user guidelines for hosting services), misuses services for illegal purposes, makes inadmissible contents accessible, or if emonitor is threatened with damage to its reputation, emonitor shall be entitled at its own discretion to deactivate the client’s website without delay and/or to terminate the contract without notice. The client shall owe emonitor the fees due until the regular termination of the agreement, as well as compensation for all additional costs incurred in connection with the termination without notice.

11.4 After termination of the agreement, emonitor shall be entitled to delete the client’s data. The client is responsible for the timely backup of his data.

12. CHANGES TO THE TERMS OF THE CONTRACT
12.1 emonitor shall endeavor to maintain its infrastructure at a current standard which meets the security requirements and technical standards customary in the industry. The client agrees that new technical developments, security requirements and/or changes in the range of services offered by emonitor’s contractual partners or the open source software used by emonitor may lead to an extension or limitation of the range of services offered and may also have an influence on the price development.

12.2 emonitor therefore expressly reserves the right to change the terms of the agreement, including these GTC, at any time. Changes to the GTCs will be made available on emonitor’s website and will come into force upon their publication. In the case of hosting service contracts, emonitor shall notify the client in writing by e-mail of any price increases or service limitations to the detriment of the client during the contract period. If the client does not accept the changes, he has the option to notify emonitor in writing within 30 days of receipt of the notification by registered letter or fax with confirmation of transmission and to terminate the contract at the end of the month. Without written notice within this period, the changes will be deemed to be accepted by the client.

FURTHER PROVISIONS
13.1 For customers with a hosting service contract, contract-relevant notifications, such as in particular the announcement of price changes by e-mail, are sent to the owner e-mail address defined by the customer in the control panel. The customer shall be responsible for ensuring that the customer data stored in the control panel (billing and administrative contact as well as technical contact) are up-to-date, complete and correct throughout the duration of the contract. emonitor shall not be obliged to observe customer data other than those stored in the control panel or to make its own investigations with a view to correcting such data. emonitor shall, however, be entitled to correct or delete entries in the control panel which are obviously incorrect or violate the rights of third parties.

13.2 Rights and obligations under the hosting service agreement may only be transferred to third parties with the written consent of the other party. Excluded from this provision is the transfer of the contract from emonitor to a legal successor or affiliated company.

I V. FINAL PROVISIONS

1 7 . Applicable law, place of jurisdiction

17.1 These GTC and all business relations between emonitor and the client based thereon shall be governed by Swiss law. The United Nations Convention on Contracts for the International Sale of Goods (CISG; Vienna Sales Convention) is explicitly excluded.

17.2 The place of jurisdiction for all disputes between emonitor and the client shall be emonitor’s registered office.

Zurich, July 2017