1.1 General. These General Terms and Conditions (Terms) are valid and applicable to all Online Services provided by Emilian Ltd, Spinnereistrasse 12, 8135 Langnau am Albis (Emilian), to its
customers (the Customer, collectively referred to as the Parties).
1.2 Purchase Order. The agreement between Emilian and Customer (the Agreement) will be concluded by an individual ordering document (the Purchase Order) made by and between
Emilian and Customer (as identified on the Purchase Order) or in another form that may be evidenced by text and upon delivery of Online Services by Emilian.
1.3 Relation of Terms and Purchase Order. The Terms apply to and are incorporated by reference into the Purchase Order and set forth the terms and conditions under which Emilian will provide Customer with access to certain web-based software applications in relation with its platform for Insurance Intermediaries according to the Purchase Order (the Software).
1.4 Expansion of Online Services. The Terms also apply to any subsequent expansion of the Online Services commissioned or the degree of use of an Online Service already commissioned.
1.5 Limitation. All duties of Emilian under the Terms apply only in relation to the commissioned Online Services and their functionalities.
1.6 Deviations. Deviating or supplementary terms of business of Customer only apply if they have been expressly accepted in writing by Emilian. The provision of services without reservation by Emilian does not constitute acceptance of the terms of business of Customer.
1.7 Prevailing Language. The English language version of these Terms shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.
In these Terms, capitalized terms shall have the following meanings:
2.1 Agreement shall have the meaning attributed to it in section 1.2 above.
2.2 Broker Cockpit or BRC shall have the meaning attributed to it in section 2.13 below.
2.3 Confidential Information means non-public information that either Party may obtain from the other or have access to by virtue of this Agreement, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, all code, inventions, algorithms, business concepts, workflow, business and technical information, the terms and pricing under this Agreement, and all information clearly identified
as confidential.
2.4 Content means software (including machine images), applications, online service, feature, technology, data, text, audio, video, images or other content.
2.5 Customer shall have the meaning attributed to it in section 1.1 above.
2.6 Effective Date means the date on which Emilian and Customer have signed the Purchase Order (or the date of the last signature by any Party).
2.7 Fee(s) means the amount to be paid for the Online Services and the access to the Software as detailed and the Purchase Order.
2.8 Gross Written Premiums or GWP are the total revenue from a contract expected to be received by an insurer before deductions for reinsurance or ceding commissions.
2.9 Insurance Intermediaries has the meaning as described in the applicable insurance policies laws and shall include, irrespective of their designation, persons who offer or conclude insurance contracts in the interest of insurance companies or other
persons.
2.10 Intellectual Property means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence at the date hereof or created in the future. Rights regarding Intellectual Property shall be referred to as Intellectual Property Rights.
2.11 License shall have the meaning attributed to it in section 3.1 below.
2.12 Non-execution shall have the meaning attributed to it in section 10.2 below.
2.13 Online Service(s) means the provision of access to theSoftware, including the relevant offline components via Emilian's internet page https://emiliangroup.outsystemscloud.com/Intermediary_UI/Login, emilian.outsystemsenterprise.com or other internet pages of Emilian. This includes but is not limited to access to a control module for underwriters (the Underwriting Cockpit or UWC), a control module for insurance intermediaries (the Broker Cockpit or BRC) and a repository for comparing and purchasing insurance policies (the Wallet).
2.15 Personal data has the meaning as described in the applicable data protection laws and shall include, without limitation, any data or information (regardless of the medium in which it is contained and whether alone or in combination) that relates to an identified or identifiable natural person.
2.16 Platform Fee(s) means the monthly or annual amount as set forth in the Purchase Order compensating the provision of Online Services by Emilian.
2.17 Purchase Order shall have the meaning attributed to it in section 1.2 above.
2.18 Referral Fee means a variable Fee of a percentage based on commissions of customers referred to Customer by Emilian
2.19 Software shall have the meaning attributed to it in section1.3 above.
2.20 Support means any Software support services provided by Emilian subcontracted third parties as detailed in these Terms and the Agreement.
2.21 Term refers to the period of time for which Customer has acquired the License from Emilian as defined in the applicablePurchase Order.
2.22 Terms shall have the meaning attributed to it in section 1.1above.
2.23 Underwriting Cockpit shall have the meaning attributed to it in section 2.13 above.
2.24 Update means a modification to the Software made by Emilian and provided to Customer subject to the terms and conditions of this Agreement. Updates shall not include any
version, option, or future products provided by Emilian not included in the Purchase Order.
2.25 Usage Data have the meaning attributed to it in section 12.4 below.
2.26 User means an individual authorized by Customer to access the Software via integration in Customer's internet page or via a link to another internet page provided by Customer through the assignment of a credential.
2.27 UWP shall have the meaning attributed to it in section 2.13 above.
2.28 Volume-based Fee means a variable Fee of a percentage on commissions earned or the volume of GWP for new and/or recurring customers through use of the Online Services as specified in the Purchase Order.
2.29 Wallet shall have the meaning attributed to it in section 2.13 above.
3.1 License. Subject to the terms and conditions of this Agreement, Emilian hereby grants Customer a limited, nonexclusive, non-transferable, unless otherwise provided non-sublicenseable, revocable license, solely, to use the Online Services and/or the Software made available through the integration into Customer's internet page, (the License).
3.2 Use of Online Services. Customer may use the Online Services and/or the Software only in accordance with this Agreement. Customer agrees not to use or permit use of the Online Services and/or the Software, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including Customer’s Content and third party Content, namely by Users, for any purpose that may (i) menace or harass any person or cause damage or injury to any person or property, (ii) involve the publication of any material that is false, defamatory, harassing or obscene, (iii) violate privacy rights or promote bigotry, racism,
hatred or harm, (iv) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (v) constitute an infringement of intellectual property or other proprietary rights, or (vi) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Emilian under this Agreement, Emilian reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions, including the removal or disablement of access to such material. Emilian shall have no liability to Customer in the event that Emilian takes such action. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Customer Content. Customer agrees to defend and indemnify Emilian against any claim arising out of a violation of Customer’s obligations under this Section.
3.3 Customer's Account. Upon conclusion of this Agreement, Customer will receive credentials for the License that will allow it to create an account in relation to the Online Services and/or the Software and access to it. Customer will be issued one or more credentials in accordance with the Purchase Order (collectively, Keys) for accessing the Online Services and/or the Software and managing its account. Access may not always be available. Customer may not sell, transfer, sublicense or otherwise disclose your Keys to any other party or use them with any third party application(s), technology, website(s) or property. Customer is responsible for maintaining the secrecy and security of its Keys. Customer is fully responsible for all activities that occur using its Keys, regardless of whether such activities are undertaken by Customer or a third party. Customer shall notify Emilian immediately if it has a suspicion that its Keys have been compromised or misappropriated in any way, including, without limitation, by a third party.
3.4 User Accounts. Customer may grant its customers a limited, non-exclusive, non-transferable, non-sublicenseable, revocable sublicense, limited to accessing the parts of the Software that are intended for Users.
3.5 Feedback. The purpose of the License is the evaluation of the Online Services and/or the Software which (i) facilitate activities around the sales process of insurance products, (ii)
support portfolio management and (iii) offer a wallet to the Users. In furtherance of this purpose, Customer shall provide feedback to Emilian concerning the functionality and performance of the Online Services and/or the Software from time to time as reasonablyrequested by Emilian, including, without limitation, identifying potential errors and improvements. Such feedback will be in a manner convenient to Customer and will be subject to reasonable availability of Customer or its personnel. Feedback and other information which is provided by Customer to Emilian in connection with the Online Services and/or the Software or this Agreement may be used by Emilian to improve or enhance its products and, accordingly, Emilian shall have a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise
exploit such feedback and information without restriction.
3.6 Support. Emilian uses its best efforts to provide Customer with Support within reasonable time upon Customer's notification regarding faults and Updates from time to time as a courtesy. Accordingly, there is no service level availability commitment of any
sort applicable to the Online Services and/or the Software.
4.1 Permits and Approvals. It’s the sole obligation of Customer to obtain all necessary permits and approvals from third parties or authorities to conduct business relating to the use of the Online Services.
4.2 FINMA Registration. Customer shall be listed in the public register of Insurance Intermediaries of the Swiss Financial Market Supervisory Authority FINMA throughout the Term.
4.3 Insurance-Related Regulation. Customer must comply with all laws and regulations applicable to its operations as an Insurance Intermediary, in particular with the provisions of the Insurance Oversight Act of 17 December 2004 (Versicherungsaufsichtsgesetz) and the Insurance Policies Act of 2 April 1908 (Versicherungsvertragsgesetz).
4.4 Internet Access. Customer shall be responsible for providing adequate internet access.
4.5 Responsibility for User Accounts. Customer shall be responsible for all activities that take place within the scope of its account or its Users' accounts and shall be held liable for all
employees and third parties which, with or without the Client's knowledge but on account of negligent or wilful behavior by Customer have access to the Online Services and/or the Software from its systems and/or using its Key.
5.1 Fees. Customer will pay to Emilian, without deduction, the fees set forth in the applicable Purchase Order, e.g. the Platform Fee, the Volume-based Fee and the Referral Fee. Fees listed in a Purchase Order are exclusive of all applicable sales taxes. Customer will pay or reimburse Emilian for all applicable taxes, duties, or any similar assessments imposed by applicable law incurred on the Purchase Order (except for Emilian's income taxes) and such taxes, duties, or any similar assessments shall be charged at the appropriate rate by Emilian in addition to its stated fees and shall be shown separately on the relevant invoice.
5.2 Adjustment. Emilian may adjust the level of the Fees by giving three months' written prior notice to the end of the current Term.
5.3 Payment. All fees herein are payable to Emilian and due within the term and in accordance with the currency defined in the applicable Purchase Order. Except as otherwise stated in these Terms, all Purchase Orders are non-cancelable and, upon payment, all payments are non-refundable.
5.4 Overdue Payments. Undisputed overdue payments shall bear interest at the maximum rate allowed under applicable law. Customer acknowledges and accepts that the non-payment of any undisputed fees within the term defined in the applicable Purchase Order constitutes a material breach of this Agreement and that Emilian shall have the right to: (i) upon 30 (thirty) days prior written notice, suspend Customer’s right to access or use any portion or all
of the Online Services and/or the Software until all such due and undisputed amounts and respective interests have been paid; and/or (ii) exercise its right to terminate the Agreement under Section 8 below.
Emilian retains all right, title, and interest in and to the Online Services and/or the Software and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights.-Customer is not granted any rights to any trademarks or service marks of Emilian. Customer hereby makes all assignments and waivers necessary to accomplish the foregoing ownership. Customer shall assist Emilian to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend
any rights assigned. Nothing in this Agreement shall be interpreted to grant (by implication or otherwise) any license or rights to Customer except as expressly stated herein. Customer hereby grants a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Online Services and/or the Software any suggestions, enhancement requests, recommendations or other feedback provided by Customer to Emilian, relating to the operation of the Online Services and/or the Software. Emilian retains all rights not expressly granted to Customer in this Agreement.
7.1 Use and Disclosure. During this Agreement and for a period of 5 (five) years following its termination, each Party shall hold in confidence and not use for any purposes unrelated to this Agreement or disclose to any third party (except the Party’s employees, agents or contractors who have a need to know and who are subject to confidentiality obligations at least as restrictive as those herein) any Confidential Information of the other Party. Each Party agrees to take all reasonable steps to ensure that the Confidential Information is not disclosed or distributed by its employees, contractors or agents in violation of these Terms.
7.2 Permitted Disclosures. Either Party may disclose Confidential Information of the other Party either (i) in response to a valid order by a court or other governmental or regulatory body, (ii) as otherwise required by law, or (iii) as necessary to establish the rights of either Party under this Agreement; provided such Party promptly notifies the other Party of such request and allows it the opportunity to object or to seek a protective order.
7.3 Non-Confidential Information. The Parties shall not be obligated under this clause with respect to Confidential Information that: (i) is or becomes a part of the public domain through no act or omission of the receiving Party; (ii) was in the receiving Party’s lawful possession without restriction prior to the disclosure and had not been obtained by the receiving Party either directly or indirectly from the disclosing Party; (iii) is lawfully disclosed to the receiving
Party by a third party without restriction on the disclosure; or (iv) is independently developed by the receiving Party without access to the Confidential Information.
7.4 Destruction or Return. Except as otherwise authorized or required in furtherance of the purposes of this Agreement, promptly upon a request by the disclosing Party, the receiving Party will destroy (and so certify it in writing) or return to the disclosing Party all Confidential Information and all documents or media containing any such Confidential Information and all copies or extracts thereof.
8.1 Term of Agreement. Unless provided otherwise in the Purchase Order and unless terminated earlier pursuant to sections 8.2 or 8.3 below, (i) the Agreement commences on the Effective Date and and, in case the Term is extended automatically, upon expiry of the original Term, (ii) the Term shall be one year, and (iii) the Term shall be automatically extended by one year, provided that the Agreement is not terminated by either the Customer or Emilian with a notice period of 60 days prior to the expiry of the Term. A withdrawal of the Customer from the Agreement based on art. 377 Code of Obligations is excluded.
8.2 Termination for Cause. Either Party will have the right to terminate this Agreement immediately upon written notice at any time if the other Party is in material breach of any warranty, term, condition or covenant of this Agreement and fails to cure that
breach within 30 (thirty) days after written notice of that breach.
8.3 Termination for Insolvency. Either Party may terminate the Agreement immediately if the other Party becomes insolvent and the entity licensed and authorised by the applicable law to act in relation to such insolvent Party does not personally guarantee the
future payment of any due Fees.
8.4 Effect of Termination. (i) Access. Upon termination, the Online Services shall be automatically canceled, and Customer shall no longer have access to the Software. (ii) Copy of Customer’s data. Subject to the payment of any due Fees payable under the Agreement, Customer is entitled to a copy of a set of its data within 30 (thirty) days of the Agreement’s effective date of termination. (iii) Fees. If Emilian terminates this Agreement pursuant to sections 8.2 or 8.3 above, Emilian shall invoice Customer all amounts that have accrued for the terminated items prior to such termination, which were not previously invoiced, as well as all sums remaining unpaid under this Agreement. Customer will pay such invoices in accordance with the terms of this Agreement. In the event Customer terminates this Agreement pursuant to sections 8.2 or 8.3 above, Emilian shall refund Customer any prepaid Fees covering the remainder of the Term, from the effective date of termination In no event will termination relieve Customer of the obligation to pay any Fees due to Emilian under this Agreement. (iv) Damages. Neither Party is liable to the other Party for any damages incurred by the other Party or any third parties as a result of the termination in conformity with this Section 8. (v) Other Remedies. Termination or expiration is not an exclusive remedy and all other remedies will be available whether or not termination occurs.
Emilian does not promise that the Online Services and/or the Software will be uninterrupted, error-free, or completely secure. Customer acknowledges that there are risks inherent in internet connectivity that could result in the loss of Customer’s privacy, Confidential Information and/or Content. Emilian has no obligation to provide security other than as stated in this Agreement. To the extent permitted by the Governing Law according to section 12.1, the Online Services and/or the Software are provided "as is", without warranty of any kind. In particular, Emilian does not guarantee or warrant that the Online Services and/or the Software
will perform error-free, timely, secure or uninterrupted or that Emilian will be able to correct any Online Services and/or Software errors. Furthermore, Emilian does not guarantee or warrant that the results that may be obtained from the use of the Online Services and/or Software will be accurate or reliable. There are no express
or implied warranties or conditions, including warranties of merchantability, satisfactory quality and fitness for a particular purpose or non infringement.
10.1 Parties Limitation of Liability. To the maximum extent permitted by the Governing Law according to section 12.1 below, in no event shall either Party be liable to the other for incidental, indirect, special, punitive or consequential damages (including without limitation loss of profits, goodwill, data or data use) arising from the Agreement, whether under theory of contract, tort or otherwise, even if a party has been advised of the possibility of such damages, further, Emilian will not be responsible for any compensation reimbursement, or damages arising in connection with (i) Customer's inability to use the Online Services and/or the Software, including as a result of any termination or suspension of the Agreement or Customer's use of Access to the Online Services and/or the Software or, any unanticipated or unscheduled downtime of all or a portion of the Online Services and/or the Software for any reason, including as a result of power outages, system failures or other interruptions; (ii) the cost of procurement of substitute goods or services; (iii) any investments, expenditures, or commitments by Customer in connection with the Agreement or Customer's use of or access to Online Services and/or the Software; (iv) any unauthorized access to, alteration of or the deletion, destruction, damage, loss or failure to store any of Customer's content or other data, or (v) for any reason beyond its control, as may be the case.
10.2 Reasonable Efforts. Emilian only accepts best efforts obligations, which consist in using all the reasonable means at its disposal to provide access to its internet pages, the Online Services and/or the Software. Emilian does not, therefore, accept any liability if its internet pages, the Online Services and/or the Software is not accessible, hence making it impossible to conclude or execute transactions and transfers of data, or in the event of failure to execute, or partial, erroneous or late execution of a transaction or transfer of data (collectively Non-execution), when this results from a technical fault including transmission problems beyond the Emilians reasonable control, including (i) technical faults at Emilian's partners, (ii) disconnection of the line or other means of communication, (ii) breakdown of Emilian's equipment, (iv) unforeseeable software defects, intensive traffic on the internet page, the Online Services and/or the Software and overload of Emilian's systems and phone lines and (v) power cuts.
10.3 Suspension of Online Services. Emilian may without notice, intentionally suspend access to its internet pages, the Online Services and/or the Software or certain parts thereof, including in the following cases: (i) in order to prevent or remedy any defect or breakdown of its equipment, the software order communication equipment, (ii) if Emilian deems fit, including, without restriction, in the event of attempted unauthorised access or (iii) in order to carry out maintenance of, or improvements to internet pages, the Online Services and/or the Software.
10.4 Information regarding Suspension. Where reasonably possible, Emilian shall endeavour to inform Customer of planned suspensions of service in due time. Emilian cannot be held liable for loss that may arise from such suspension of the Online Services.
10.5 Liability for Associated Third Parties. Emilian may, in order to provide Online Services, call upon the services of an associated third party. Emilian is only liable vis-à-vis Customer if and insofar as this associated third party is liable towards Emilian, other than in the event of serious misconduct on the part of Emilian in selecting, instructing or monitoring its associated third parties.
10.6 Emilian's Aggregate Liability. In any event and except in cases of gross negligence and wilful misconduct, Emilian's liability shall be limited to 20% of the amount of the Fee owed by Customer for the current billing period.
10.7 Indemnification. Customer shall indemnify and hold harmless Emilian for (i) his/her breach of the Terms, including the Privacy Policy; (ii) claims by third parties for damages caused by Customer through use of the Online Services and/or the Software and a breach of its obligations under insurance-related rules and regulations according to section 4.3 above; (iii) claims by third parties for infringement of intellectual property rights caused by Customer through use of the Online Services and/or the Software.
11.1 General. In the event Emilian has access to Personal Data through the execution of this Agreement, it shall act as Customer’s data processor for the processing thereof. Emilian shall act in compliance with the applicable data protection regulations. The processing of data shall be carried out in accordance with Emilian's Privacy Policy, available at https://emilian.io/legal-notice, incorporated herein by reference, which the parties hereto agree to be binding upon them and that, within its scope, shall prevail over the Agreement..
11.2 Processing of Data. Within the limits of the legal provisions applicable with regard to data protection Emilian is authorised to store and process, by computer or any other means, Customer's data, including but not limited to data of its Users according to section 11.6 below, of which it is aware, including in order to fulfil its obligations of diligence, to execute all transactions and to manage or administer Customer's account.
11.3 Information regarding Emilian. Customer hereby authorizes Emilian to send him/her information regarding its business activities, including information regarding other products or
services, e.g. in the form of a newsletter or letter. If Customer no longer wishes to receive such information from Emilian, he/she can unsubscribe from them at any time by sending an e-mail to the address set forth in section 12.6 below.
11.4 Customer's Rights. Customer is entitled to request to consult the data that concerns him/her and to have inaccurate data corrected by sending an e-mail to the address set forth in
section 12.6 below.
11.5 Customer's Duties. Customer shall comply with the applicable data protection laws when processing personal data in connection with the Agreement and when transferring it to Emilian. In particular, Customer shall ensure that personal data transferred to Emilian is collected lawfully and that Customer is authorized to transfer this personal data to Emilian. Customer shall fulfil all duties to inform its customers and or other persons concerned and, if necessary, obtain their consent for the transfer of Personal Data to Emilian and the processing by Emilian. In the event of violations of this section 11.5, Customer shall indemnify and hold harmless
Emilian against all damages and claims of third parties in connection with the processing of Personal Data by Emilian.
11.6 Data Processing by Emilian. Insofar as Customer provides Emilian with Personal Data which Emilian processes as an third party according to the applicable data protection law, Customer is the sole responsible party vis-à-vis Emilian and, if applicable, its customers within the meaning of the applicable data protection law. In addition to the other provisions of this section 11, the following provisions apply:
11.6.1 Emilian processes the Personal Data made available to
it by Customer for processing during the term of the Agreement in order to provide Online Services and processes this personal data for this purpose on its systems or on the systems of subcontractors on behalf of Customer.
11.6.2 Subject to mandatory legal provisions, Emilian processes the personal data exclusively for the execution of the Agreement, only for the purposes and only in accordance with the
documented instructions of Customer. Customer's instructions result primarily from the Agreement and from the way in which Customer uses the Online Services of Emilian.
11.6.3 Emilian informs Customer immediately if it comes to the conclusion that an instruction from Customer regarding the processing of Personal Data could violate the applicable data
protection law.
11.6.4 Emilian ensures that all persons who are authorized to process Personal Data undertake to maintain confidentiality if they are not subject to an appropriate statutory confidentiality
obligation.
11.6.5 Emilian implements appropriate technical and organizational measures to protect the Personal Data which comply with the requirements of the applicable data protection law.
11.6.6 Emilian supports Customer, to the extent reasonably possible, by means of appropriate technical and organizational measures in fulfilling its duty to inform towards its customers or
other persons concerned that it is bound to under the applicable data protection law and answers Customer's inquiries regarding the rights of its customers or other persons concerned.
11.6.7 Emilian supports Customer, to the extent reasonably possible, in the fulfilment of its further obligations that it is bound to under the applicable data protection law, e.g. in connection with the notification of a data protection violation or the performance of
a data protection follow-up assessment, and Emilian informs Customer immediately of a data protection violation within Emilian's area of responsibility.
11.6.8 Emilian may outsource the processing of Personal Data to support partners, e.g. for the operation, development and maintenance of the IT systems used for the provision of services. Customer hereby agrees to such outsourcing. An up-to-date list of the subcontracted processors engaged by Emilian can be viewed on https://emilian.io/legal-notice. Emilian will inform Customer in a suitable manner about changes to the list. If Customer does not object to such a change within 15 (fifteen) days (or in urgent cases within a shorter period specified by Emilian), Customer's consent to the change is deemed to have been given. If Customer objects to a change notified by Emilian in due time, Emilian may, at its discretion, either waive implementation of the change not accepted by Customer or terminate the contract with Customer with immediate effect.
11.6.9 Emilian provides Customer with all information that Customer reasonably requires in order to adequately document Emilian's compliance with the provisions of this section 11.6. Where this is absolutely necessary under the applicable data protection law and the information provided by Emilian alone is not sufficient, Emilian permits Customer to carry out an inspection to the extent absolutely necessary under the law at its own expense.
12.1 Governing Law. These Terms and all related documents are governed by, and construed in accordance with, the laws of Switzerland, without regard to the conflict of laws provisions
thereof or the United Nations Convention on Contracts for the International Sale of Goods.
12.2 Jurisdiction. Any dispute arising out of or in relation to these Terms shall be submitted to the exclusive jurisdiction of the courts of the canton of Zurich.
12.3 Compliance with Laws. Customer agrees that Customer’s use of the Online Services an/or the Software will comply with all applicable laws, including without limitation all applicable anticorruption laws, anti-money laundering laws, antitrust laws, economic sanctions laws, export control laws, insurance oversight and insurance policies, data protection and data privacy laws. Emilian shall have the right to terminate this Agreement, without notice and without liability, for any perceived or actual breach of this clause.
12.4 Usage Data. The Parties hereby agree that Emilian and any company that is a part of its group of companies may collect and use data related with the use of the Online Services an/or the Software by Customer (Usage Data) for statistical purposes, to improve the Online Services and/or the Software and for compliance audits. The confidentiality obligation set forth in section 7 above shall apply hereto. Customer shall have the right to cancel the collection of Usage Data during the execution of this Agreement by providing written notice to Emilian.
12.5 Modifications. Emilian reserves the right to modify these Terms without prior notice. Notification of modifications shall be provided via the internet, by mail or any other appropriate means. The modified terms shall be deemed to have been accepted as soon as Customer accesses or uses the Online Services after they
have been published.
12.6 Contact. Emilian is going to be a company limited by shares, to be incorporated under the laws of Switzerland, with its seat in Langnau am Albis and may be contacted by post at Spinnereistrasse 12, 8135 Langnau or e-mail at info@emilian.io.
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