Subscriber agreement

Last update: January 01, 2020

This Subscriber Agreement (the “Agreement”) is between controlex GmbH as the brand owner of GroupLotse (“GroupLotse”) and the company that agrees to be bound by the terms of this Agreement (“Customer”). This contract comes into force

• at the time the Customer clicks a button to indicate acceptance of the terms of this Agreement,
• when the customer fills in and receives an order form or a similar form which refers to this contract or which otherwise incorporates this contract, or
• with Customer's use of the Service, whichever occurs first (the “Effective Time”). If this contract is entered into on behalf of a company, that company shall be deemed to be the customer and the person acting on behalf of the company represents that they have the authority to bind that company by this contract.

GroupLotse makes the service purchased on the basis of an order form available to the customer in accordance with this contract during the relevant subscription period. The Service includes the features and functionality applicable to the version of the Service ordered by Customer. GroupLotse may update the content, features and user interface of the Service from time to time at its sole discretion.

Customer has a non-exclusive, non-sublicensable, non-transferable (except as expressly permitted in this Agreement) right to access and use the Service pursuant to this Agreement during the applicable Subscription Term solely for Customer's internal business purposes and subject to the restrictions set out in the order form.

The customer will

1. not provide or use the Service for the benefit of any person other than Customer and its affiliated companies,
2. rent, sublicense, resell, assign, transfer, distribute, time-share, or otherwise exploit the Service;
3. reverse engineer, copy, modify, adapt, hack or otherwise attempt to gain unauthorized access to the Service or any systems or networks connected to the Service;
4. access the Service, Documentation or Confidential Information of GroupLotse in order to build a competitive product or service,
5. modify or remove, or permit any third party to modify or remove, any proprietary trademark or copyright notice contained in, identified or placed on the Service;
6. allow subscriptions to be shared or used by more than a single user (except that subscriptions may be reassigned to new users to replace people who stop using the service for any reason, whether due to termination or otherwise change of employment or function) or
7. not access or use the Service in the following ways:
   • to send or store infringing, obscene, threatening or otherwise unlawful material, including material that violates the informational self-determination rights of third parties,
   • in violation of applicable laws,
   • knowingly or intentionally sending or storing any material that contains any software virus, worm, Trojan horse or other harmful computer code, file or script; or
   • in a way that violates the integrity or performance of the Service (or the data contained therein).

GroupLotse will implement and maintain administrative, organizational and technical security measures designed to protect, confidentiality and integrity of customer data. Should the Customer Data include personal data as defined in EU Regulation 2016/679 (General Data Protection Regulation or “GDPR”) and/or should such Customer Data be transferred outside of the European Economic Area or Switzerland to a country which, in the opinion of the European Commission does not provide an adequate level of protection for Personal Data, the terms of GroupLotse's Data Processing Addendum shall apply to the processing of such Personal Data and shall be incorporated into this Agreement upon execution of the Data Processing Addendum by Customer and its submission to GroupLotse in accordance with its terms. GroupLotse's Data Processing Addendum is available at grouplotse.com/datenverarbeitung.

Customer acknowledges that it retains administrative control over who it allows access to Customer Data stored on the Service. The customer is responsible for ensuring the security of the account and password.

Customer is responsible for using the Service and for complying with this Agreement. Customer is solely responsible for the accuracy, quality, legality, reliability and adequacy of all Customer Data. Customer shall ensure that it has the right to transmit the relevant Customer Data to GroupLotse so that GroupLotse and its service providers may lawfully use, process and transmit the Customer Data in accordance with this Agreement on Customer's behalf. Customer will notify GroupLotse immediately upon becoming aware of any unauthorized use or access to Customer's account or the Service.

GroupLotse reserves the right to suspend a customer's account if the

1. violates this Agreement or GroupLotse's Terms of Use, or
2. uses the Service in a way that GroupLotse reasonably believes could create a security risk, disrupt the use of the Service by others, or cause GroupLotse to be liable.

Customer must install or enable third party services for use in connection with the Service, such as online applications, to run in connection with Customer's use of the Service (“Third Party Services”). Customer's purchase and use of such third-party services is the sole responsibility of Customer and such third-party provider. Customer acknowledges that providers of such Third Party Services may gain access to Customer Data by interacting with and supporting the Service. To the extent Customer consents to the access or transmission of Customer Data through such third-party service, GroupLotse shall not be responsible for the use, disclosure, modification, or deletion of such Customer Data or for any acts or omissions on the part of the third-party provider or its service.

Customer may access a trial version of the Service (“Trial Subscription”) subject to the terms of this Agreement and notwithstanding anything to the contrary in this Agreement, subject to the following additional terms:

1. GroupLotse has the right to terminate a trial subscription at any time and for any reason,
2. GroupLotse provides the Service “as is” and makes no warranties of any kind (express or implied) with respect to the Service during the trial period and
3. GroupLotse has no obligation to indemnify the customer.

GroupLotse guarantees that during the respective subscription period

1. the Service is provided substantially in accordance with the applicable Documentation and
2. GroupLotse will not significantly limit the functionality of the Service.

The customer guarantees that

1. this contract is legally enforceable and binding on him and
2. the transfer and processing of customer data is lawful under the contract.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROFESSIONAL SERVICES, THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION THEREOF ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OR GUARANTEES OF ANY KIND AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT GROUPLOTSE DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. GROUPLOTSE SHALL NOT BE RESPONSIBLE AND EXCLUDES ANY LIABILITY FOR ANY DELAYS, NON-DELIVERY, INTERCEPTION OF DATA, ALTERATION OF DATA OR ANY OTHER DAMAGE RESULTING FROM CIRCUMSTANCES OUT OF GROUPLOTSE'S CONTROL, INCLUDING THAT RESULTING FROM USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTER DEVICES , TRANSMISSION OF ELECTRONIC COMMUNICATIONS VIA THE INTERNET OR OTHER NETWORKS AND CONSULTING THIRD PARTY HOSTING SERVICE PROVIDERS RESULTING PROBLEMS.

The customer's subscription fees are specified in the respective order form and depend on the version of the service purchased. Customer will pay all fees when due and is responsible for providing complete and accurate billing information to GroupLotse. If such Fees are paid by credit card or other electronic means, Customer authorizes GroupLotse to bill such Fees using Customer's chosen method of payment. Payment obligations are non-cancellable and fees paid are non-refundable, except as otherwise provided in this Agreement. GroupLotse reserves the right to block the customer's account and all other rights available to it in the event that the customer defaults in paying the subscription fees. Blocking does not release the customer from the obligation to pay any amounts due.

Customer agrees that its subscription will automatically renew annually (“Renewal Date”). Customer authorizes GroupLotse to automatically bill Customer for the applicable Fees on or after the renewal date, unless the subscription is terminated or canceled in accordance with this Agreement. Customer must cancel their subscription prior to the renewal date to avoid being billed for subscription fees for the next period. The customer can cancel their subscription online at any time by going to their account settings and following the instructions. If Customer elects to cancel their subscription during the Subscription Term, Customer may use the Service until the end of the then-current Subscription Term, but will not receive a refund for the most recently (or earlier) charged Fees.

Subscription fees are for annual periods beginning at the time of subscription and annually thereafter. GroupLotse reserves the right to change the fee rates and/or billable amount structure for the Service at any time and will provide Customer with at least twenty (20) days prior notice of such changes by providing notice in accordance with Section XI D below. GroupLotse may charge Customer the then-current prices for the relevant Subscription if Customer changes their subscription plan.

The fees charged to the customer are exclusive of taxes. Except for taxes on GroupLotse's net profit, Customer is responsible for all taxes incurred in connection with this Agreement, including but not limited to sales, use, excise, value added tax, goods and services tax, excise duty and other similar taxes or duties . If payment for the Service is subject to withholding tax in any state, Customer shall reimburse GroupLotse for such withholding tax.

Customer agrees that orders under this Agreement will not include the delivery of any future Program Components or functionality, nor any Program Components or functionality mentioned in any oral or written public or private statement by GroupLotse. GroupLotse may release improvements and other program components and functionalities at its discretion. Certain program components and functionalities may only be accessible with certain versions of the service.

This Agreement begins on the Effective Date and will continue until all subscriptions granted under this Agreement have expired or been terminated. Either party may terminate this Agreement if the other party:

1. commits a breach of any material obligation of this Agreement and fails to remedy the circumstances in breach within twenty (20) days of receipt of written notice from the non-defaulting party, except that upon notice in the event of a breach of Section IC (“Restrictions on Use”) a termination takes effect, or
2. goes out of business or has filed for bankruptcy over its assets and the application is not dismissed within sixty (60) days. Upon expiration or termination of this Agreement for any reason, all subscriptions and all other rights granted to Customer under this Agreement will terminate immediately and GroupLotse may immediately deactivate the account associated with the Agreement. In no event shall termination relieve Customer of its obligation to pay any accrued or due Fees. The following sections will survive expiration or termination of this Agreement: Sections IC (“Usage Restrictions”), II (“Warranties”), III A (“Subscription Fees”), III D (“Taxes”), IV (“Term and Termination”), V (“Confidentiality”), VI (“Intellectual Property”), VII (“Indemnification”), VIII (“Liability”), IX (“Export Compliance”), X (“Use Outside the United States of America”), XI (“Miscellaneous”) and XII (“Definitions”).

In the course of the performance of this Agreement, either party may disclose to the other information which is not generally known to the public and which at the time of disclosure is marked as either proprietary or confidential or which can reasonably be expected to be understood by the receiving party ("Confidential Information"). Confidential information includes but is not limited to the Service, one or more order form(s) signed by the parties, customer data, results, business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial data and fee structures, business processes, methods and models as well as technical documentation. Confidential information does not include any information that

1. is or becomes publicly available without breach of this contract by the receiving party,
2. were already known to the receiving party prior to the disclosure by the disclosing party,
3. is or has been independently developed by the Receiving Party without the use of Confidential Information of the Disclosing Party or
4. is or has been lawfully received by the receiving party from a third party without an obligation of confidentiality.

Except to the extent otherwise expressly permitted under this Agreement, with the express prior written consent of the Disclosing Party, or as required by mandatory law, the Receiving Party will not disclose, transmit, or otherwise disseminate any Confidential Information of the Disclosing Party. The Receiving Party will treat the Confidential Information received from the Disclosing Party with the same care and prudence as it treats its own Confidential Information, but in no event less than what is objectively required. The Receiving Party may disclose the Disclosing Party's Confidential Information to its employees, affiliates, consultants, subcontractors, agents or advisers ("Representatives") who have a need to have access to the Confidential Information for the purpose of performing this Agreement and only to those persons who are obligated to maintain the confidentiality of such Confidential Information, if doing so would not cause the level of protection set forth in the terms contained in this Agreement to be lessened. Either party may disclose the terms of this Agreement to prospective parties to a bona fide fundraising, acquisition or similar transaction solely for purposes of the proposed transaction, if the prospective party is subject to written confidentiality obligations and usage restrictions no less protective than those set forth herein obligations contained in the contract.

The Receiving Party acknowledges that statutory remedies for a breach of this Section V may be inadequate and that the Disclosing Party shall be entitled, in addition to any other remedies it may have, to seek equitable relief, including but not limited to injunctive relief (without the requirement to impose any warranty or other security, and without any similar obligation and without proof of actual damage) to prevent breach or threatened breach of this Section V by the receiving party or any of its representatives and to enforce the terms and provisions of this Section V, each in addition to other remedies to which the disclosing party is entitled by law or in good faith.

Customer agrees not to use the Service to send or store Personal Information that is subject to specific regulatory or contractual processing requirements (e.g., payment card industry data security standards or privacy laws), including but not limited to: credit card information, credit card numbers and magnetic stripe information, social security numbers, driver's license numbers, Passport numbers, government-issued identification numbers, health information, biometric data, financial account data, personally identifiable information collected from children under the age of 13 or from online offerings directed to children, and real-time geo-location data that can be used to identify an individual , or special categories of personal information that are considered “sensitive” under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical hey beliefs).

Customer owns all rights to Customer Confidential Information and Customer Data, including all related intellectual property rights. Customer grants GroupLotse and GroupLotse's authorized third party service providers a worldwide, non-exclusive license to host, copy, access, process, transmit and display Customer Data for the following purposes:

1. maintain, provide and improve the service and perform this contract,
2. prevent or manage technical or security issues and resolve support requests, or
3. at the direction or request of the customer or with the written permission of the customer.

GroupLotse owns and will own all rights - including all associated intellectual property rights - in its Confidential Information, the Results and the Service, including improvements, customizations or modifications thereof. If Customer purchases Professional Services pursuant to this Agreement, GroupLotse grants Customer a non-sublicensable, nonexclusive license to use all reports and other materials developed by GroupLotse as a result of the Professional Services (“Results”), each solely in connection with the Authorized Agent Customer's use of the Service and in accordance with this Agreement.

GroupLotse welcomes feedback from its customers on the service and professional performance. If Customer provides GroupLotse with any feedback or suggestions regarding the Service or Professional Deliverables (“Feedback”), GroupLotse may use, disclose, reproduce, sublicense or otherwise distribute and exploit the Feedback without restriction or obligation to Customer, provided that GroupLotse does not identify the customer as the source of this feedback.

Customer will defend GroupLotse, GroupLotse's affiliates and their employees, officers and directors (collectively, “GroupLotse Indemnified Parties”) against claims, suits and demands by third parties arising from allegations that Customer Data, unauthorized use of the Service by Customer or any processing of Data by GroupLotse in accordance with Customer's instructions infringes any third party's intellectual property right or right to informational self-determination (“GroupLotse Enforcement Law”), and Customer will indemnify GroupLotse's indemnified parties against all damages, reasonable attorneys' fees and costs, arising out of any enforcement action against GroupLotse, or any amounts paid by GroupLotse Released Parties pursuant to any Customer-approved enforcement settlement against GroupLotse.

GroupLotse will defend Customer, Customer's affiliates and their employees, officers and directors (collectively, “Customer Indemnified Parties”) against third party claims, suits and demands alleging unauthorized use of the Service by customer infringes any copyright, trade secret, patent or trademark right of that third party (“Customer Enforcement”), and GroupLotse will indemnify the Customer indemnified parties against all damages, reasonable attorneys' fees and costs incurred as a result of the Customer's enforcement, or indemnify all amounts paid by the Customer Released Parties pursuant to a GroupLotse-approved enforcement settlement against Customer if the enforcement against Customer is not based on:

1. Customer's use of the Service in any manner other than as permitted under this Agreement; or
2. using the Service in a modified form or in combination with any product, service, content or data not provided by GroupLotse to the Customer.

Should the Service become, or in GroupLotse's reasonable opinion likely to become, the subject of an infringement claim, GroupLotse may, in its sole discretion:

1. obtain the right for the Customer to continue using the Service at GroupLotse's expense,
2. provide a non-infringing functionally equivalent substitute; or
3. modify the Service so that it is no longer infringing. If GroupLotse determines, in its sole and reasonable judgment, that none of the foregoing options are commercially reasonable, GroupLotse may suspend or terminate Customer's use of the Service; in this event, GroupLotse's sole liability (in addition to its obligations under Section VII B) shall be to provide the Customer with a pro rata refund of any Fees already paid for the remaining portion of the Subscription Term. Sections VII B and VII C conclusively state GroupLotse's sole liability and the Customer Released Parties' exclusive remedy for claims of infringement.

The party seeking indemnification will provide the indemnifying party with prompt notice of the existence of an indemnifiable claim and will promptly provide the indemnifying party with all information and assistance reasonably required and otherwise cooperate fully with the indemnifying party to defend the claim party cooperate. Failure to provide prompt notice will not constitute a waiver of either party's right to indemnification and will only waive the indemnifying party's obligations to the extent that the indemnifying party's rights are materially affected by the failure to provide notice or the delay in notice. The indemnifying party has full control over and authority to defend the claim; provided, however, that any settlement requiring the indemnified party to admit liability or make a financial payment requires the indemnified party's prior written consent, which indemnified party shall not unreasonably withhold or delay consent.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION VII (“INDEMNIFICATION”), ANY PARTY OR ITS AFFILIATES' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, INTELLIGENCE, NEGLIGENCE OR OTHER LIABILITY CAUSES), SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE FIRST EVENT GIVING RISE TO A LIABILITY.

IN NO EVENT SHALL EACH PARTIES OR THEIR AFFILIATES HAVE ANY LIABILITY TO THE OTHER FOR ANY LOSS OF PROFITS OR REVENUE OR LOSS OF USE OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE CAUSE OF LIABILITY, WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The provisions of this Section VIII divide the risks of this Agreement between the parties and the parties have relied on the foregoing limitations in determining whether to enter into this Agreement.

The Service may be subject to export laws and regulations of the Federal Republic of Germany and other jurisdictions. The customer declares that he is not named on any prohibited list of the federal government. Customer will not use the Service to export, re-export, transfer, or provide, directly or indirectly, any regulated item or information to any person outside of the Federal Republic of Germany in connection with this Agreement without first complying with all export control laws and regulations imposed by the federal government and any country or organization of nations in whose jurisdiction Customer operates or does business.

The service is operated by GroupLotse from its offices in the European Union / Federal Republic of Germany. Except as expressly provided in this Agreement, GroupLotse makes no representations that the Service is appropriate for use in any other jurisdiction. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with local laws. GroupLotse may offer services in other jurisdictions subject to different terms and conditions. In such cases, the terms and conditions governing those Non-EU Services will prevail over any conflicting provisions in this Agreement.

This contract and any disputes arising in connection with this contract are governed by the laws of the Federal Republic of Germany and each party acknowledges the jurisdiction and venue of the courts located in Duisburg. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

The parties agree that most disputes can be resolved without resort to judicial process. The parties agree to make every effort to resolve any Dispute immediately through discussions with one another before initiating any judicial proceeding or arbitration. If, after good faith negotiations, the parties are unable to resolve the dispute, the parties agree that any and all disputes arising out of or in any way related to this Agreement - including, but not limited to, its existence, its validity or termination - shall be settled under German law and exclusively by binding arbitration before a court of arbitration. The place of arbitration is Duisburg, Germany, unless otherwise agreed by the parties. The arbitration proceedings will be conducted in German. The arbitrator will provide a detailed written finding of fact and conclusion of law in support of any award. The parties further agree that the arbitration will be conducted solely in their capacity as individuals and not as a class or other representative action, and the parties expressly waive their right to file a class action or seek collective relief. If a court or arbitrator decides that the class action waiver set forth in this Agreement is void or unenforceable for any reason, or that class arbitration may be conducted, the portions of Section B. that order arbitration will be deemed void in its entirety and it is assumed that the parties have not agreed to settle any dispute by arbitration. Customer may opt out of the Arbitration and Class Action Waiver Provisions and thereby release itself from being bound by these Provisions by providing written notice to GroupLotse. Notice shall be given within thirty (30) days of the effective date of this Agreement between Customer and GroupLotse. If Customer opts out of arbitration, GroupLotse is also not obligated to resolve any dispute through arbitration. Notwithstanding the foregoing, either party shall be entitled to seek interim relief pursuant to Section VC (“Equitable Remedy”) above to address unauthorized use of the Service or intellectual property infringement. Any dispute, claim or controversy regarding the intellectual property rights of either party or any claim for unauthorized use of the Service shall not be subject to arbitration. The parties further agree that the party prevailing in any action or proceeding to enforce any right or provision hereunder, including any arbitration or judicial proceeding, shall be entitled to recover its reasonable costs and attorneys' fees.

GroupLotse may make general notices about the Service applicable to all Customers by email, text, in-app notices, or by posting on the GroupLotse website or through the Service itself, and such electronic notices shall be governed by any applicable law, that such notices must be in writing shall be deemed satisfied. Other notices must be given by email, registered mail, airmail or overnight courier to the parties' addresses set out in this Agreement or via an order form and shall be deemed to have been received upon receipt. Notices to GroupLotse must be sent to GroupLotse at legal@grouplotse.com with a copy to controlex GmbH – GroupLotse, Philosophenweg 31-33, 47051 Duisburg, Germany (attn. Legal Department).

GroupLotse may include Customer's name and logo in GroupLotse's online list of customers, as well as in printed and electronic marketing materials.

Customer may be invited to participate in the review and testing of pre-release versions, new beneficial tools and improvements to the Service, identified to Customer as “Alpha”, “Beta”, “Preview”, “Pre-Release”, “Early Access” or “Evaluation” products or services may be specified (collectively “Beta Testing” and the pre-release feature is the “Beta Product”). Customer acknowledges and understands that its participation in beta testing is not required and is at Customer's own risk and that Beta Products are made available “as is” without any warranties or guarantees (express or implied) of any kind and may be discontinued or changed at any time. Beta Products are for evaluation and testing purposes and are not intended for production use, do not include support, availability or security commitments, and may be subject to additional terms. GroupLotse assumes no liability for any impairment or damage arising out of or in connection with Beta Products. The Beta Products, including but not limited to Customer's evaluation of a Beta Product, is GroupLotse Confidential Information.

The parties are and shall be deemed to be independent entities with respect to all services rendered under this Agreement. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third party beneficiaries of this contract. Notwithstanding this Section, Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement.

GroupLotse shall not be liable for any delay or failure to perform any of its obligations under this Agreement to the extent caused by conditions beyond GroupLotse's reasonable control including, but not limited to, natural disasters, civil commotion, acts of terrorism or acts of war, industrial disputes, government action, disturbance or failure of the internet or utility service, failure of external hosting services and denial of service attacks (each a “Force Majeure Event”). GroupLotse is released from its obligations (or part thereof) in the event of force majeure and the fulfillment of said obligations (or part thereof) is hereby impeded. GroupLotse will notify the customer immediately and make reasonable efforts to mitigate the impact of the force majeure event.

The parties are and shall be deemed to be independent entities with respect to all services rendered under this Agreement. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third party beneficiaries of this contract. Notwithstanding this Section, Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement.

This Agreement and the rights and licenses granted hereunder may not be transferred or assigned by either party without the express written consent of the other party (which consent shall not be unreasonably withheld or delayed); provided, however, that either party may exercise its rights under this Agreement and any Order Forms hereunder upon written notice without the consent of the other party to an affiliate or successor in connection with a merger, acquisition, corporate reorganization or a sale of all or substantially all of its assets to the extent that no direct competitor of the other party is involved. All other cases of transfer of this contract are void. Subject to the foregoing, this Agreement shall bind and authorize the parties and their respective successors and permitted assigns.

GroupLotse may amend this Agreement from time to time by posting the amended version on its website. If, in GroupLose's sole discretion, the proposed changes are material, GroupLotse will provide Customer with notice in accordance with Section XI D at least twenty (20) days prior to the effective date of the changes made. By continuing to access or use the Service after the published effective date of changes to this Agreement, Customer agrees to the modified version of the Agreement.

This contract, including all appendices, appendices, supplements and order forms pursuant to this contract, constitutes the entire contract between and supersedes and supersedes all previous or contemporaneous statements, agreements and understandings, whether oral or written, regarding the subject matter of the entire contract. Neither party relies on or relies on any present or past representation or warranty of any kind, whether express or implied, with respect to the subject matter of this Agreement, other than the representations and warranties set forth in this Agreement. To the extent of any conflict or inconsistency between the terms of the Contract and any Order Form, the Contract shall control. Notwithstanding anything to the contrary that may be contained herein, any terms contained in any customer purchase order, vendor onboarding procedure, web portal or other customer ordering documentation are not incorporated into or form a part of this Agreement and all such terms are void . In the event of any conflict between this version of the Subscription Agreement and the English version of the Subscription Agreement available at https://asana.com/terms#subscriber-agreement, the English version will control.

This Agreement applies to you if:

1. you are a new customer or became a new customer on or after January 1, 2020;
2. you initiate a trial period of GroupLotse subject to this Agreement; or
3. You click a button that confirms your acceptance of the terms of this Agreement, or you fill out an order form or similar form that relates to or otherwise incorporates this Agreement.

“Affiliated Company” means a company which directly or indirectly controls, is controlled by or is under common control with the relevant company. “Control” as used in this definition means:

1. Ownership of more than 50 % of the voting rights of the relevant company,
2. To determine or cause the influence, direction of management and policies of a company, whether by ownership, contract or otherwise.

“Customer Data” means information submitted by a User through the Service, including all related communications, attachments, files, tasks, project names, team designations, distribution channels, conversations, and other similar content.

“Documentation” means the then-current online knowledge base entries made available through the “Help” category of the Service, as amended from time to time.

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, semiconductor topography rights, know-how and other trade secret rights and any other similar rights in intangible property, comparable manifestations thereof any place in the world.

“Enhancements” means new features, functions, improvements, upgrades, bug fixes and bug fixes for the Service that are made available by GroupLotse generally at no additional charge.

“Order Form” means an ordering document included in the interface of the Service or an online order completed between the Customer and GroupLotse (or Affiliates of both parties) specifying the Service or (if applicable) the professional services provided pursuant to be provided to this contract.

“Professional Services” means the services provided by GroupLotse as specified in the applicable Order Form.

“Service” means GroupLotse's software-as-a-service platform for digital group decision-making processes, including enhancements, specified in the relevant Order Form.

“Subscription” means access to the Service purchased by Customer.

“Subscription Term” means the period specified in the Order Form during which End Users may use or access the Service subject to the terms contained in this Agreement.