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Legal Notice
DALIM SOFTWARE GmbH
Strassburger Strasse 6
77694 Kehl, Germany
t. +49 7851 91 96 0
f. +49 7851 73 75 6

m. info@dalim.com

Managing Directors:

Dr. Carol Werlé (CEO)
Chairman of the board:
Charles S. Blanchard
Responsible for the content:
Dr. Carol Werlé

VAT-Nr.: DE 195 290 616
Registered Office: Kehl
Court of Registration:
Amtsgericht Freiburg, HRB 371620
DALIM SOFTWARE UK
Unit 13 The Courtyard
Timothy’s Bridge Road
Stratford-upon-Avon
Warwickshire
CV37 9NP
United Kingdom

Managing Director:
Colin Price
t. +44 7786 021 715
m. colin.price@dalim.com

Company registered Number:
12876338
VAT Registration Number:
357846257

Content of this Web site

The content of this Web site is prepared with the utmost care. However, DALIM SOFTWARE GmbH, hereafter referred to as DALIM SOFTWARE, accepts no liability for the accuracy, completeness and up-to-date status of the content provided. The content of the Web site is utilized at the user’s own risk.

 

Availability of the Web site

As far as possible, DALIM SOFTWARE endeavors to maintain uninterrupted accessibility of the Web site. Despite all care, however, the possibility of downtimes cannot be ruled out. DALIM SOFTWARE reserves the right to modify or add content at any time.

 

Links

This Web site contains links to third-party Web sites (“external links”). These Web sites are subject to the liability of the respective operators. When first creating the external links, DALIM SOFTWARE examined the third-party content for any violations of law. No violations of law were apparent at that time. DALIM SOFTWARE has no influence whatsoever on the current and future structure and content of the linked sites. The inclusion of external links does not mean that DALIM SOFTWARE agrees with the content behind the reference or link. DALIM SOFTWARE cannot be expected to constantly monitor these external links in the absence of specific indications of violations of law. However, if violations of law come to our attention, such external links are deleted without delay.

 

No contractual relationship

Utilization of the DALIM SOFTWARE Web site does not establish any contractual relationship whatsoever between the user and DALIM SOFTWARE. In this respect, neither do any contractual or quasi-contractual claims whatsoever arise against DALIM SOFTWARE.

The content published on this Web site is subject to German law on industrial property and copyright protection. Any exploitation not permitted under German law on industrial property and copyright protection requires prior, written consent of DALIM SOFTWARE. This particularly applies to duplication, editing, translation, storage, processing and/or reproduction of content in databases or other electronic media and systems. Third-party content and rights are indicated as such in this context.

 

Unauthorized duplication or dissemination of individual items of content or complete pages is not permitted. Only the production of copies and downloads for personal, private and non-commercial use is permitted.

 

Exceptions to this basic rule are expressly indicated by the term “Download” or “RSS Feed” and stored with the corresponding function, e.g. in the Support area, in the Press section or in the Product Information.

 

Links to the DALIM SOFTWARE Web site are welcome at any time and do not require the consent of DALIM SOFTWARE. Display of this Web site in third-party frames is only permissible by consent.

DALIM PRIVACY POLICY

Last Updated: 17 April 2024

This Privacy Policy explains how DALIM SOFTWARE GmbH and its subsidiaries and affiliated companies (“Dalim,” “we,” or “us”) collects, uses, and discloses information about you. This Privacy Policy applies when you use our websites, mobile applications, and other online products and services that link to this Privacy Policy (collectively, our “Services”), contact our customer service team, engage with us on social media, or otherwise interact with us. Please note that this policy does not apply to personal data that we process for or on behalf of our customers or that we otherwise act as a data processor for as the term is defined under applicable law. 

We may change this Privacy Policy from time to time. If we make changes, we will notify you by revising the date at the top of this policy and, in some cases, we may provide you with additional notice (such as adding a statement to our website or sending you a notification). We encourage you to review this Privacy Policy regularly to stay informed about our information practices and the choices available to you.

CONTENTS

  • Collection of Information
  • Use of Information
  • Sharing of Information
  • Advertising and Analytics 
  • Transfer of Information to the United States and Other Countries
  • Your Choices
  • Additional Disclosures for Individuals in Europe
  • Contact Us

 

COLLECTION OF INFORMATION

Information You Provide to Us

We collect information you provide directly to us. For example, you share information directly with us when you create an account, fill out a form, make a purchase, communicate with us via third-party platforms, participate in a contest or promotion, request customer support, or otherwise communicate with us. The types of personal information we may collect include your name, email address, phone number, credit card and other payment information, and any other information you choose to provide.

Information We Collect Automatically When You Interact with Us

When you access or use our Services or otherwise transact business with us, we automatically collect certain information, including:

  • Transactional Information: When you make a purchase, we collect information about the transaction, such as product details, purchase price, and the date of the transaction.
  • Device and Usage Information: We collect information about how you access our Services, including data about the device and network you use, such as your hardware model, operating system version, mobile network, IP address, unique device identifiers, browser type, and app version. We also collect information about your activity on our Services, such as access times, pages viewed, links clicked, and the page you visited before navigating to our Services.
  • Information Collected by Cookies and Similar Tracking Technologies: We (and our service providers) use tracking technologies, such as cookies and web beacons, to collect information about you. Cookies are small data files stored on your hard drive or in device memory that help us improve our Services and your experience, see which areas and features of our Services are popular, and count visits. Web beacons (also known as “pixel tags” or “clear GIFs”) are electronic images that we use on our Services and in our emails to help deliver cookies, count visits, and understand usage and campaign effectiveness. For more information about cookies and how to disable them, see the Your Choices section below.

Information We Collect from Other Sources

We obtain information from third-party sources. For example, we may collect information about you from data analytics providers, publicly available sources, purchased contact lists, and social media companies.

Information We Derive

We may derive information or draw inferences about you based on the information we collect. For example, we may make inferences about your location based on your IP address. 

USE OF INFORMATION

We use the information we collect to deliver the products and services you request. We also use the information we collect to:

  • Provide, maintain, and improve our products and services; 
  • Process transactions and send you related information, including confirmations, receipts, invoices, and customer experience surveys;
  • Personalize and improve your experience on our Services;
  • Send you technical notices, security alerts, and support and administrative messages; 
  • Respond to your comments and questions and provide customer service;
  • Communicate with you about products, services, and events offered by Dalim and others and provide news and information that we think will interest you (see the Your Choices section below for information about how to opt out of these communications at any time);
  • Monitor and analyze trends, usage, and activities in connection with our Services; 
  • Personalize the advertisements you see on third-party platforms and websites (for more information, see the Advertising and Analytics section below);
  • Facilitate contests, sweepstakes, and promotions and process and deliver entries and rewards; 
  • Detect, investigate, and prevent security incidents and other malicious, deceptive, fraudulent, or illegal activity and protect the rights and property of Dalim and others;
  • Debug to identify and repair errors in our Services; 
  • Comply with our legal and financial obligations; and
  • Carry out any other purpose described to you at the time the information was collected.

 

SHARING OF INFORMATION

We share personal information in the following circumstances or as otherwise described in this policy: 

  • We share personal information with vendors, service providers, and consultants that need access to personal information in order to perform services for us, such as companies that assist us with web hosting, payment processing, customer service, and marketing and advertising.
  • If you choose to use integrations we offer on our Services, we may share certain information with the integration partners. 
  • We may disclose personal information if we believe that disclosure is in accordance with, or required by, any applicable law or legal process, including lawful requests by public authorities to meet national security or law enforcement requirements.
  • We may share personal information if we believe that your actions are inconsistent with our user agreements or policies, if we believe that you have violated the law, or if we believe it is necessary to protect the rights, property, and safety of Dalim, our users, the public, or others.
  • We share personal information with our lawyers and other professional advisors where necessary to obtain advice or otherwise protect and manage our business interests.
  • We may share personal information in connection with, or during negotiations concerning, any merger, sale of company assets, financing, or acquisition of all or a portion of our business by another company. 
  • Personal information is shared between and among Dalim and our current and future parents, affiliates, and subsidiaries and other companies under common control and ownership.
  • We share personal information with your consent or at your direction.

We also share aggregated or de-identified information that cannot reasonably be used to identify you. 

 

ADVERTISING AND ANALYTICS 

We allow others to provide analytics services and serve advertisements on our behalf across the web. These entities may use cookies, web beacons, device identifiers, and other technologies to collect information about your use of our Services and other websites and applications, including your IP address, web browser, mobile network information, pages viewed, time spent on pages, links clicked, and conversion information. This information may be used by Dalim and others to, among other things, analyze and track data, determine the popularity of certain content, deliver advertising and content targeted to your interests on our Services and other websites, and better understand your online activity. For more information about interest-based ads, or to opt out of having your web browsing information used for behavioral advertising purposes, please visit www.aboutads.info/choices or http://www.youronlinechoices.eu/ if you are in the EEA.  

We also work with third parties to serve ads to you as part of customized campaigns on third-party platforms (such as Facebook and Instagram). As part of these ad campaigns, we or the third-party platforms may convert information about you, such as your email address and phone number, into a unique value that can be matched with a user account on these platforms to allow us to learn about your interests and serve you advertising that is customized to your interests. Note that the third-party platforms may offer you choices about whether you see these types of customized ads.

 

TRANSFER OF INFORMATION TO THE UNITED STATES AND OTHER COUNTRIES

Dalim is headquartered in the Federal Republic of Germany, and we also have operations and service providers in the United Kingdom, the United States and other countries. Therefore, we and our service providers may transfer your personal information to, or store or access it in, jurisdictions that may not provide levels of data protection that are equivalent to those of your home jurisdiction. We will take steps to ensure that your personal information receives an adequate level of protection in the jurisdictions in which we process it.

 

YOUR CHOICES

Account Information

You may update and correct certain account information at any time by logging into your account, emailing us at info@dalim.com.

Cookies

Most web browsers are set to accept cookies by default. If you prefer, you can usually adjust your browser settings to remove or reject browser cookies. Please note that removing or rejecting cookies could affect the availability and functionality of our Services.

Communications Preferences

You may opt out of receiving promotional emails from Dalim by following the instructions in those communications. If you opt out, we may still send you non-promotional emails, such as those about your account or our ongoing business relations.

Mobile Push Notifications

With your consent, we may send push notifications to your mobile device. You can deactivate these messages at any time by changing the notification settings on your mobile device.

 

ADDITIONAL DISCLOSURES FOR INDIVIDUALS IN EUROPE

If you are located in the European Economic Area (EEA), the United Kingdom, or Switzerland, you have certain rights and protections under the law regarding the processing of your personal data, and this section applies to you.

Legal Basis for Processing

When we process your personal data, we will do so in reliance on the following lawful bases:

  • To perform our responsibilities under our contract with you (e.g., processing payments for and providing the products and services you requested). 
  • When we have a legitimate interest in processing your personal data to operate our business or protect our interests (e.g., to provide, maintain, and improve our products and services, conduct data analytics, and communicate with you).
  • To comply with our legal obligations (e.g., to maintain a record of your consents and track those who have opted out of marketing communications).
  • When we have your consent to do so (e.g., when you opt in to receive marketing communications from us). When consent is the legal basis for our processing your personal data, you may withdraw such consent at any time.

Data Retention

We store personal data for as long as necessary to carry out the purposes for which we originally collected it and for other legitimate business purposes, including to meet our legal, regulatory, or other compliance obligations.

Data Subject Requests 

Subject to certain limitations, you have the right to request access to the personal data we hold about you and to receive your data in a portable format, the right to ask that your personal data be corrected or erased, and the right to object to, or request that we restrict, certain processing. If you would like to exercise any of these rights, please contact us at info@dalim.com. 

 

Questions or Complaints

If you have a concern about our processing of personal data that we are not able to resolve, you have the right to lodge a complaint with the Data Protection Authority where you reside. Contact details for your Data Protection Authority can be found using the links below:

For individuals in the EEA: https://edpb.europa.eu/about-edpb/board/members_en 

For individuals in the UK: https://ico.org.uk/global/contact-us/ 

For individuals in Switzerland: https://www.edoeb.admin.ch/edoeb/en/home/the-fdpic/contact.html

CONTACT US

If you have any questions about this Privacy Policy, please contact us at info@dalim.com or you can reach us at 

Dalim Software GmbH

Straßburger Straße, 6

77694 Kehl

Deutschland

Phone: +49785191960

 

The authoritative law of the Federal Republic of Germany applies exclusively.

Definitions

  • “Activation Code” means the activation codes, passwords, or other credentials provided to you for activation of the Software and Services.
  • “Agreement” means these Terms and Conditions (“Ts&Cs”), all SOWs and Subscription Orders.
  • “Authorized Reseller” means an entity appointed by Dalim to process orders from end customers, or a reseller of Software and Services to end customers.
  • “Claim” means a claim, action, enforcement proceeding, or legal proceeding filed against a party.
  • “Confidential Information” means non-public or proprietary information about a disclosing party’s business related to technical, commercial, financial, employee, or planning information that is disclosed by the disclosing party to the other party in connection with the Agreement, and is (a) identified in writing as confidential at the time of disclosure, whether in printed, textual, graphic, or electronic form; or (b) disclosed in non-tangible form, identified as confidential at the time of disclosure, summarized in a writing labeled as “confidential”, and delivered to the receiving party within 15 days after disclosure. Any Dalim Technology, Non-Production Software and the terms and conditions of the Agreement will be deemed Confidential Information of Dalim without any marking or further designation. “Confidential Information” does not include information that: (i) has become public knowledge through no fault of the receiving party; (ii) was known to the receiving party, free of any confidentiality obligations, before its disclosure by the disclosing party; (iii) becomes known to the receiving party, free of any confidentiality obligations, from a source other than the disclosing party; or (iv) is independently developed by the receiving party without use of Confidential Information.
  • “Customer Data” means any material, such as audio, video, text, or images, including Personal Data as defined in the Data Processing Addendum, that is imported into the Hosted Services by or on behalf of Customer in connection with Customer’s use of the Software and Services.
  • “Dalim” means DALIM SOFTWARE GmbH, with offices located at Strassburger Strasse 6, 77694 Kehl, Germany and any affiliate of Dalim to which any rights or obligations under the Agreement are transferred or delegated.
  • “Dalim Technology” means technology owned by or licensed to Dalim by a third party (including the Software and Services, software tools, algorithms, software (in source and object forms), user interface designs, architecture, toolkits, plug-ins, objects and Documentation, network designs, processes, know-how, methodologies, trade secrets, and any related intellectual property rights throughout the world), and suggestions made to Dalim that are incorporated into any of the foregoing (which will be deemed assigned to Dalim), as well as any of the derivatives, modifications, improvements, enhancements, or extensions of the above, whenever developed.
  • “Deliverables” means the materials expressly listed in a SOW and that are developed and provided to Customer by Dalim in performing the Professional Services.
  • “Documentation” means explanatory materials, technical usage and product descriptions of the Software and Services in printed or electronic form provided by Dalim. which may be updated from time to time.
  • “End User” means any person or entity to whom you provide access and use of the Software and Services, including any of you or your customer’s employees, officers, contractors or agents.
  • “Fees” mean any fees charged to you for the Software and Services.
  • “Hosted Services” means the technology services hosted by or on behalf of Dalim, as described and listed in the Subscription Order.
  • “Pre-Existing Work” means (a) any inventions or developments made by you prior to the date of the Agreement or wholly outside of the Agreement; and (b) any improvements you make thereto.
  • “Professional Services” means any implementation, configuration, advisory or other consulting or professional services as set out in the Subscription Order and described in one or more SOWs signed by the parties.
  • “Software” means the Dalim software in object code format that is deployed by or on behalf of Customer on hardware designated by Customer, as described and listed in the Subscription Order.
  • “Software and Services” means the Software, Hosted Services, or Professional Services, as set out in the Subscription Order.
  • “SOW” means a statement of work to be duly signed by the parties that describes the Professional Services to be performed and any Deliverables to be provided by Dalim.
  • “Subscription Order” means a confirmation email or other printed or electronic notice issued by Dalim or an Authorized Reseller to you confirming the Software and Services (including the features and functions, duration of licensed use, number of copies, number of computers or processors and other usage limits) and any Professional Services purchased by you and described in more detail in an SOW.
  • “Subscription Term” is the length of your subscription to the Software and Services as set forth in the applicable Subscription Order.
  • “Update” means any bug fix, patch, new version or other improvement to the Software and Services provided by Dalim.
  • “You”, “you” or “Customer” means the individual or entity identified in the Subscription Order as “Customer” or otherwise identified • in the Subscription Order as the end user customer. Any reference to “You” also includes your End Users.

 

License Grants

Subject to your compliance with the Agreement and provided Customer purchases the respective Software and Services, Dalim grants you a limited, non-transferable, non-exclusive license during the Subscription Term:

  • to install and use the Software in accordance with the Documentation on computers solely for you or your End Users’ internal business operations, for the platforms and quantities set out in your Subscription Order;
  • to permit End Users to access the Software and Hosted Services, through the applicable interfaces solely for you or your End Users’ internal business operations and in accordance with the Documentation. Unless otherwise specifically limited in the Subscription Order or by the Activation Code, End User login IDs and passwords will be provided to Customer in a quantity mutually agreed upon by Customer and Dalim. Customer must not share its login IDs and passwords and is responsible for unauthorized access to its login IDs and passwords. Customer must not allow the use of the same login ID simultaneously by two or more End Users; and,
  • to make and distribute copies of the Documentation for use by End Users in connection with use of the Software and Services in accordance with the Agreement, but no more than the amount reasonably necessary. Any permitted copy of the Documentation must contain the same copyright and other proprietary notices that appear in the Documentation.

 

Delivery; Use Limitations.

  • Delivery. Unless stated otherwise on the Subscription Order, (a) Software is deemed to be delivered and accepted by Customer on the earlier of the date the Software is installed or the Activation Code is provided by Dalim and (b) Hosted Services are deemed to be delivered and accepted on the Subscription Term start date.
  • Subscription Term. The Subscription Term will be as agreed by you and Dalim as described in a Subscription Order. Each Subscription Term will automatically renew on the timeframe set forth in the Subscription Order for a subsequent Subscription Term of the same duration and at the then-current subscription Fees unless you elect not to renew the applicable subscription in accordance with Section 6 (Payments; Renewals; Cancellation). The Subscription Term is subject to early termination in accordance with the terms of the Agreement. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Dalim or its Authorized Resellers regarding future functionality or features.
  • Limitations. Except as permitted in the Agreement, you will not and you will ensure that your End Users will not: (a) modify, adapt, alter, translate, or create derivative works from the Software and Services; (b) copy, use, distribute, republish, download, display, transmit, sell, host, sublicense, lease, rent, loan, or otherwise transfer the Software and Services to any third party; (c) use the Software and Services for any purpose other than your and your customers’ internal business purposes, or offer, use, or permit the use of the Software and Services in a computer service business, third party outsourcing service, on a membership or subscription basis, on a service bureau basis, as part of any time-sharing or ASP service, or service bureau arrangement, or on behalf of any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code in any Dalim Technology except to the extent permitted by applicable law notwithstanding this provision; (e) tamper with, or attempt to circumvent or disable, any security feature or licensing control function of the Software and Services, including without limitation the Activation Code; (f) remove or modify any program markings or any notice of Dalim’s or its licensors’ proprietary rights; (g) attempt to interact with the operating system underlying the Hosted Services; (h) use the Software and Services a manner that would cause a material risk to the security or operations of Dalim or any of its customers, or to the continued normal operation of other Dalim customers; or (i) unbundle any components of the Software for use on different computers as the Software is designed and provided to you for use as a single product. No distribution of any Software or Services is permitted under the Agreement.
  • Responsibility for End Users. Prior to permitting your End Users to access and use the Software and Services, you will require them to acknowledge that they are required to comply with the Agreement, and you will ensure that you and your End Users comply with the Agreement. You will be responsible for all activity conducted through your account (regardless if authorized) and the acts and omissions of your End Users. You must promptly notify Dalim about any possible misuse of the Software and Services (including any Activation Codes), known or suspected unauthorized access of the Software and Services (including any Activation Codes) or any security incident related to the Software and Services.

 

Service Levels and Updates

  • Service Levels and Updates. During the Subscription Term, Dalim will provide (a) the Software and Services in accordance with the service level agreement (“SLA”) located at www.dalim.com/legal-notice/ and (b) Updates to the Software and Services that Dalim makes generally available to users of the Software and Services; provided that you accept and agree to any additional terms provided by Dalim in connection with such Updates.
  • Other Terms. You agree that (a) if you purchased the applicable Software and Services or renewal from an Authorized Reseller, then you will contact such Authorized Reseller rather than Dalim to report problems and to obtain assistance with troubleshooting and resolving any errors, defects, malfunctions, problems or other issues relating to the Software and Services, (b) in order to be entitled to the SLA, you will purchase, maintain and pay all amounts due for the applicable Software and Services, (c) upon Dalim’s request, you will cooperate with Dalim to verify and replicate any reported problems with the Software and Services and provide Dalim with reasonable access to all necessary personnel to answer questions regarding problems reported by you, (d) you will promptly implement all Updates provided by Dalim, and (e) you are responsible for archiving your Customer Data to mitigate against losses that may be caused by Software and Services errors.
  • Updates to Software and Hosted Services. Dalim reserves the right to modify the functionality or features or release a new version of the Software and Hosted Services from time to time, provided no modifications materially degrade the functionality, features or performance of the Software or Hosted Services.

 

Professional Services

  • Professional Services. Dalim will use commercially reasonable efforts to provide the Professional Services and develop the Deliverables specified in one or more SOWs. Such services may include: (a) technical assistance related to the configuration of Software and Services by Dalim based on you or your End Users’ requirements; and (b) training regarding the use, maintenance and support of the Software and Services. The Fees for Professional Services are set forth in the applicable SOW.
  • SOWs and Changes. Each SOW is incorporated into and governed by the Agreement. Either party may, at any time, request a change to the scope of the Deliverables and/or Professional Services, and the parties will reasonably cooperate with the other in the evaluation of any requested change. Dalim will not take any action to implement any change to a SOW prior to the parties’ execution of a change order to such SOW (including any changes to the applicable Fees to be charged in connection with such change order).
  • Ownership. Dalim owns all right, title and interest (including all intellectual property rights) in and to all Deliverables, except for any of your Pre-Existing Works. To the extent that you participate in the creation or modification of any Dalim Technology or Deliverables, you hereby waive and assign to Dalim all rights, title and interest (including all intellectual property rights) in and to the Deliverables (other than your Pre-Existing Works) and Dalim Technology. Unless otherwise stated in the Subscription Order, upon delivery and without limiting or modifying any license granted to you for the Software or Hosted Services, during the Subscription Term, Dalim hereby grants you and your End Users a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely for you and your End Users’ internal business purposes, subject to the terms and conditions of the Agreement.
  • Pre-Existing Work. To the extent any of your Pre-Existing Work is embodied in any Deliverables, you hereby grant Dalim a non-exclusive, worldwide, perpetual, irrevocable, fully paid up license to (a) use, make, have made, sell, offer to sell, reproduce, perform, display, distribute, and import such Pre-Existing Work, (b) adapt, modify, and create derivative works of such Pre-Existing Work, and (c) sublicense the foregoing rights, solely to provide the Software and Services to you, your customers and your End Users.
  • Employment Taxes and Obligations. Dalim is responsible for all taxes and any employment obligations arising from its employment of personnel and contractors to perform the Professional Services.
  • Warranty. Dalim warrants the Professional Services will be performed in a professional and workmanlike manner. You must notify Dalim in writing of any breach of this warranty within 90 days of delivery of such Professional Service. To the extent permitted by law, your sole and exclusive remedy for breach of this warranty and Dalim’s sole liability under or in connection with this warranty will be re-performance of the relevant Professional Service.
  • Use of Subcontractors. You agree that Dalim may use subcontractors in the performance of the Professional Services. Where Dalim subcontracts any of its obligations concerning the Professional Services, Dalim will not be relieved of its obligations to you under the Agreement.

 

Customer Data.

  • Ownership. Customer owns (or where applicable, will ensure it has a valid license to) the Customer Data.
  • Permitted Use. Dalim will collect and process Customer Data in connection with the provision of the Software and Services. Customer grants Dalim a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sub-license, index, store, and display Customer Data for the purposes of, and Customer further instructs Dalim to process Customer Data: (a) to the extent necessary to perform its obligations or enforce its rights under the Agreement, including in the provision of the Software and Services and (b) where required or authorized by law. As a part of providing the Software and Services, Dalim reserves the right to: (i) disclose Customer Data to its service providers to the extent required to provide the Software and Services and where required by applicable law or court order; (ii) process Customer Data in order to create de-identified and aggregated Customer Data such that it can no longer be associated with a natural person (“Aggregated Data”); and (iii) copy, modify and use Customer Data solely for internal operations and functions, including, but not limited to, operational analytics, improvement of the Software and Services (including training the machine learning algorithm to better perform and provide the Software and Services), detecting data security incidents, protect against fraudulent or other illegal activities, reporting, internal financial reporting and analysis, audit functions and archival purposes. Aggregated Data will be the sole property of Dalim and not considered Customer Data.
  • Responsibility. Customer is responsible for ensuring that all Customer Data complies with all applicable laws and regulations. Customer will provide all legally required notices and obtain all legally required consent, as required under applicable law, including applicable data protection law to ensure that Customer and Dalim may use, disclose, and otherwise process Customer Data, including Personal Data, as required to provide the Software and Services, in accordance with the Agreement without violating any applicable laws, including by providing notice of a privacy policy that accurately describes how Customer collects, uses and discloses information from the sources of Customer Data, as applicable, including with respect to Dalim’s provision of the Software and Services. Without limiting the foregoing, Customer will ensure that Customer’s privacy policy discloses that information from such sources may be shared with Dalim, including as described in Sections 6.2 and 6.3. Customer’s privacy policy will apply to all of Customer’s interactions with the sources of Customer Data. Customer must not use the Software and Services in (a) violation of any applicable law, or in connection with unlawful material (such as material that violates any obscenity, defamation, harassment, privacy, or intellectual property laws); or (b) a manner that would cause a material risk to the security or operations of Dalim or any of its customers, or to the continued normal operation of other Dalim customers. Customer will take reasonable steps to identify and promptly remove any Customer Data that violates the foregoing requirements (“Unlawful Content”), in accordance with applicable laws and regulations. If there is Unlawful Content, Dalim may suspend the Hosted Services or remove the Unlawful Content.
  • Consumer Generated Content. If content generated by consumers of Customer is uploaded to the Hosted Services, the following terms apply: (a) Dalim has no obligation to review Customer Data or other customer generated content uploaded to the Hosted Services, but Dalim may screen for illegal, fraudulent, or other abusive content or behavior to protect itself, its customers, and the Services (including the Hosted Services); and (b) Dalim may access or disclose information about Customer, its End Users, or Customer’s use of the Hosted Services when it is required by law.
  • Usage Analytics. You agree that Dalim (and third parties acting on behalf of or authorized by Dalim) may collect, store and analyze information about the status, use and operation of the Software and Services, including information collected through connection established between servers operated by or on behalf of Dalim and the Software and Services through the Internet (“Usage Data”). Usage Data will be anonymized or aggregated and will not identify you. Usage Data will be the sole property of Dalim and not be considered Customer Data. Dalim may use Usage Data to develop, modify, improve, support, and operate its Software and Services, including as necessary to verify your compliance with the Agreement.
  • Data Processing Addendum (“DPA”). Where Dalim Processes Personal Data for or on behalf of Customer in providing the Software and Services under the Agreement, Dalim will Process Personal Data in accordance with the DPA and Customer’s instructions set forth herein.

 

Payments; Automatic Renewals; Cancellation.

  • If you order the Software and Services from an Authorized Reseller, payment terms are agreed between you and the Authorized Reseller and any failure to pay amounts owed to the Authorized Reseller will constitute a breach by you of the Agreement. You will pay the applicable Fees and other amounts payable with respect to any Software and Services purchased by you and any renewals of any of the foregoing, all of which are nonrefundable except as set forth in this section. You will be charged, in one lump sum, the annual rate stated in the Subscription Order, plus applicable taxes.
  • Payments. Unless otherwise specified in your Subscription Order, (a) you will pay all Fees within 30 days of the date of Dalim’s invoice and (b) all payments due under the Agreement will be made: (i) by direct debit or bank wire transfer, in immediately available funds to an account designated by Dalim and (ii) in U.S. Dollars if your primary place of business is the United States or in Euros if your primary place of business is in the European Economic Area (EEA) or otherwise outside of the United States. You authorize Dalim to store your payment method(s) and to automatically charge your payment method(s) upon renewal of the Subscription Term until you cancel in accordance with the Agreement. If your primary payment method fails, you authorize Dalim to charge any other payment method you have provided. If you have not provided Dalim with a backup payment method(s) and you fail to provide payment, or if all payment methods you have provided to Dalim fail, Dalim may suspend your subscription. You may edit your payment information anytime by emailing Dalim at accounts@dalim.com. If the applicable VAT or GST rate (or other included tax or duty) changes during the Subscription Term, Dalim will accordingly adjust the tax-inclusive price for the Software and Services mid-term on your next billing date.
  • Automatic Renewal and Price Increases. Unless otherwise specified in your Subscription Order, your Subscription Term will automatically renew unless you cancel the subscription prior to the renewal date. Dalim may change the Fees each annual renewal term, and Dalim will notify you of any rate change with the option to cancel. If you do not agree to the price changes, you must stop using the Software and Services and cancel your subscription by sending an email to accounts@dalim.com. If you do not cancel in accordance with the Agreement, your subscription for the Software and Services will automatically renew at the then-current price and for the same duration as the initial Subscription Term, and Dalim will charge your on-file payment method on the first day of the renewal of the Subscription Term.
  • Cancellation. You may cancel your subscription anytime by sending an email to accounts@dalim.com. If you cancel within 14 days of the initial Subscription Order, you’ll be fully refunded. If you cancel after 14 days, your payment is non-refundable, and the Software and Services will continue until the end of the Subscription Term.
  • EEA Customers. For EEA customers, your bank may require you to authenticate your initial purchase using a password, a one-time code sent to your mobile number, or biometric recognition. When you authenticate, you also authorize Dalim to charge your payment method for your additional purchases without providing Dalim further payment information or other instructions (i.e., Dalim will initiate future payments independently). Such additional purchases may occur when Dalim automatically charges your payment method in connection with a recurring subscription or when you add or change Software and Services.

 

Proprietary Rights.

  • Ownership. The Software and Services are licensed not sold. As between Dalim and you, Dalim owns all right, title and interest in and to the Dalim Technology. You do not acquire any ownership of, or any ownership interest in, any Dalim Technology under the Agreement. There are no implied licenses. You do not acquire any other rights in or to any Dalim Technology under the Agreement other than the license rights to the Software and Services expressly granted in the Agreement. Dalim reserves all other rights not expressly granted in the Agreement
  • Customer Reference. Customer hereby grants Dalim right to identify Customer as Dalim’s customer by using Customer’s name, trade name, or other brand features (such as Customer’s trademark(s) or servicemark(s)) on Dalim’s website, marketing and promotional materials or otherwise by public announcements. Customer may revoke such right at any time by contacting legal@dalim.com.

 

Confidentiality.

  • No Use or Disclosure. The receiving party will only use Confidential Information for the purposes of or as permitted under the Agreement and will not reproduce, disseminate, or disclose Confidential Information to any person, except to its employees and authorized representatives (i.e., temporary employees, consultants, and contractors) who need to know the Confidential Information for the purposes of the Agreement and are bound by confidentiality obligations at least as restrictive as those in this Section 9 (Confidentiality).
  • Protection of Information. The receiving party will treat Confidential Information with the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care.
  • Permitted Disclosure. The receiving party may disclose Confidential Information: (a) as approved in a writing signed by the disclosing party; (b) as necessary to comply with any law or valid order of a court or other governmental body; or (c) as necessary to establish the rights of either party, but in the case of (b) and (c), only if the receiving party promptly notifies the disclosing party of the details of the required disclosure and gives the disclosing party all assistance reasonably required by the disclosing party to enable the disclosing party to take available steps to prevent the disclosure or to ensure that disclosure occurs subject to an appropriate obligation of confidence.
  • Responsibility for Representatives and Affiliates. For the purpose of this Section 9 (Confidentiality) and the definition of “Confidential Information”, a reference to a party means a party and its affiliates. The receiving party is responsible for ensuring that its representatives and affiliates fully comply with the obligations of the receiving party under this section.

 

Warranties

  • Limited Warranty and Remedy for Software. To the extent permitted by applicable law, Dalim warrants to you that the Software will perform substantially in accordance with the Documentation for a period of 90 days following installation of the Software or the date Dalim provides you with the Software Activation Code, whichever is sooner. You must make any warranty claims to Dalim within this 90-day period. To the maximum extent permitted by applicable law, Dalim’s and its suppliers’ sole liability and your sole and exclusive remedy under or in connection with this warranty will be, at Dalim’s option, (a) repair or replacement of the Software, or (b) return of the Software and refund of the Fees paid by you for the Software. The warranty in this Section 10.1 will not apply, and Dalim will have no responsibility or liability, if (i) the Software is not used in accordance with the Agreement or the Documentation, (ii) the Software or any part thereof is modified by anyone other than Dalim, (iii) a malfunction is caused by any equipment or software not provided by Dalim, or (iv) a malfunction is caused by any open source software included with or in the Software (collectively, the “Exclusions”). Any replacement Software will be warranted for the remainder of the original warranty period, if any.
  • Limited Warranty and Remedy for Hosted Services. To the extent permitted by applicable law, Dalim warrants that the Hosted Services, as made available to you, will substantially conform to the applicable Documentation during the Subscription Term. You must notify Dalim of a claim under this warranty within 90 days of the date on which the condition giving rise to the claim first appeared. To the extent permitted by law, your sole and exclusive remedy and Dalim’s sole liability under or in connection with this warranty will be termination of the applicable Hosted Service and a refund of any pre-paid unused Fees paid by you for the applicable Hosted Service.
  • Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR THE EXPRESS WARRANTIES IN THE AGREEMENT, THE SOFTWARE AND SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” BASIS. Dalim, ITS AFFILIATES AND THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM AND MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING REPRESENTATIONS, GUARANTEES OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR ACCURACY, OR ANY IMPLIED WARRANTIES ARISING BY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, OR ANY WARRANTIES THAT THE SOFTWARE AND SERVICES OR DELIVERABLES WILL BE FREE OF ERRORS, BUGS, VIRUSES OR DEFECTS. IN ADDITION, DALIM DOES NOT WARRANT THAT THE SOFTWARE AND SERVICES, OR ANY NETWORK, EQUIPMENT OR SYSTEM ON WHICH THE SOFTWARE AND SERVICES ARE USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. YOU acknowledge that (a) neither Dalim, its affiliates nor its third-party providers controls YOUR equipment or the transfer of data over communications facilities (including the Internet); (b) the Software and Services may be subject to limitations, interruptions, delays, cancellations, and other problems inherent in the use of the communications facilities; and (c) YOU ARE fully responsible to install appropriate security updates and patches. Dalim, its affiliates, and its third-party providers are not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage resulting from these problems. To the extent that Dalim may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted pursuant to such law.

 

Indemnification

  • Third Party Claims.

    (a) Generally. Dalim will defend, at its expense, any third-party Claim against you during the Subscription Term to the extent the Claim alleges that the Software or Hosted Services directly infringes any United States or German patent or copyright or that Dalim has misappropriated the third-party’s trade secret (“Infringement Claim”). Dalim will pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Dalim).

    (b) Exclusions. Dalim will have no liability for any Infringement Claim that arises from any: (i) use of the Software and Services in violation of the Agreement, (ii) the Exclusions, (iii) modification of the Software and Services by anyone other than Dalim, (iv) failure by you to install the latest updated version of the Software and Services as requested by Dalim to avoid infringement, or (v) third-party products, services, hardware, software, or other materials, or combination of these with the Software and Services, if the Software and Services would not be infringing without this combination.

    (c) Conditions. Dalim’s obligations for any Infringement Claim are conditioned on: (i) your prompt written notice to Dalim of the Infringement Claim, (ii) your giving to Dalim the right to solely control and conduct the defense and any settlement of the Infringement Claim, (iii) your full and timely cooperation with Dalim and your provision of all assistance reasonably requested by Dalim, and (iv) you refraining from making admissions about the Infringement Claim without Dalim’s prior written consent.

    (d) Settlement and Defense. In the defense or settlement of any Infringement Claims, Dalim may, at its sole option and expense: (i) procure for you the right to continue using the Software and Services under the terms of the Agreement, (ii) replace or modify the allegedly infringing Software and Services to avoid the infringement, or (iii)  terminate your license and access to the Software and Services (or its infringing part) and refund to you any prepaid unused Fees as of the date of termination covering the remainder of the applicable Subscription Term. THE REMEDIES IN THIS SECTION 11.1 (THIRD PARTY CLAIMS) STATE YOUR SOLE AND EXCLUSIVE REMEDIES AND DALIM’S SOLE LIABILITY REGARDING THE SUBJECT MATTER GIVING RISE TO ANY INFRINGEMENT CLAIMS.

  • Other Claims. You will, at your expense, defend any third-party Claim against Dalim, including any related damages, losses, liabilities, costs, and expenses, to the extent it arises from or relates to: (a) you or your End Users’ unauthorized use of the Software and Services, including any use of the Software and Services other than as permitted under the Agreement and with respect to any Unlawful Content, (b) your failure to comply with the applicable data privacy and protection laws and your obligations relating to Customer Data contained in the Agreement, including your violation of Section 6.3, or (c) your Customer Data. You will pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by you). Section 12 (Limitation of Liability) does not apply to your liability or obligations under this section.

 

Limitation of Liability.

  • NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES; LOSS OR CORRUPTION OF DATA; LOSS OF PROFITS; LOSS OF REPUTATION, USE OR REVENUE; OR INTERRUPTION OF BUSINESS.
  • THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY FOR EACH AND ALL CLAIMS (INDIVIDUALLY AND TOGETHER) UNDER OR RELATING TO THE AGREEMENT OR ITS SUBJECT MATTER IS LIMITED TO AN AMOUNT EQUAL TO THE AGGREGATE OF THE FEES PAYABLE BY YOU UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS BEFORE THE INCIDENT GIVING RISE TO THE INITIAL CLAIM.
  • Sections 12.1 and 12.2 (Limitation of Liability): (a) apply regardless of the form or source of Claim or loss, whether the Claim or loss was foreseeable, and whether a Party has been advised of the possibility of the Claim or loss; and (b) do not apply to you or your End User’s use of any Software and Services (or other Dalim Technology used in conjunction with the Software and Services) beyond the scope of any license granted under the Agreement, your obligations under Section 11.2 (Other Claims), or your failure to pay any amounts owing to Dalim under the Agreement.

 

Additional Terms.

  • Non-Production Software. If the Software and Services have been identified by Dalim as non-production software e.g., “Beta” or “Demonstration” software (collectively, “Non-Production Software”), then the provisions of this section apply and supersede any other conflicting terms in the Agreement. For Non-Production Software, in lieu of the license rights described in Section 2 (License Grants) in the Ts&Cs and subject to your compliance with these Ts&Cs (including without limitation Section 3.3), Dalim grants you a royalty-free, non-transferable, non-exclusive limited license to use the Non-Production Software solely for testing and customer demonstration purposes and only for the period and fees (as applicable) set forth in your Subscription Order. Dalim has no obligation to you to further develop or publicly release the Non-Production Software. You may not use the Non-Production Software in any commercial or production environment. The Non-Production Software may contain errors or other problems that could cause system or other failures and data loss. Non-Production Software is provided to you “AS IS” and Dalim disclaims any warranty or liability obligations to you of any kind. The SLA does not apply to any Non-Production Software. Although no warranty is provided for Non-Production Software, the period from the issuance of your Subscription Order for Non-Production Software through the date on which purchase a production version of the Software and Services will be applied against (and will reduce by an equal number of days) the warranty period applicable to the production version of the Software and Services. Any information about the Non-Production Software gathered by you from its use shall be used solely for testing and customer demonstration purposes and shall not be provided to any third parties. If you fail to destroy the Non-Production Software after the license period has expired, Dalim may, at its discretion, invoice you in an amount equal to the list price for the relevant Software and Services and you will pay such invoice in accordance with the payment terms in the Agreement. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, DALIM’S AND ITS AFFILIATES’ AND SUPPLIERS’ ENTIRE LIABILITY UNDER THE AGREEMENT RELATED TO OR IN CONNECTION WITH NON-PRODUCTION SOFTWARE IS LIMITED TO FIFTY ($50) U.S. DOLLARS OR THE EQUIVALENT IN LOCAL CURRENCY.
  • “Free” or “Open-Source” Software. The Software and Services may include components (including, without limitation, programs, applications, tools, utilities, libraries, and other programming code) that are made available from third parties under a free or open source software licensing model (“FOSS Code”). FOSS Code components included with the Software and Services are redistributed by Dalim under the terms of the applicable FOSS Code license for such component. Your receipt of FOSS Code components from Dalim under the Agreement neither enlarges nor curtails your rights or obligations defined by the FOSS Code license applicable to the FOSS Code component. Copies of the FOSS Code licenses for FOSS Code components included with Software and Services are included with or referenced in the Documentation.

 

Third Party Hardware and Services.

As between you and Dalim and except for any hardware or services provided Dalim or its suppliers in connection with any hosting of the Hosted Services, you are solely responsible for (a) installation, configuration, integration, testing and operation of the Software and Services, (b) obtaining, provisioning and maintaining any and all computers, mobile devices, other equipment or hardware, software (including operating systems and updates), internet and other network connectivity, electrical supply, and appropriate facilities and environmental conditions, all in conformance with any system requirements or other specifications specified in the Documentation, and (c) obtaining, provisioning and maintaining any third party services necessary for use or operation of the Software and Services, or any features or functions of the Software and Services.

 

Compliance and Audit Rights.

Dalim may, at its expense, and no more than once every twelve (12) months, appoint its own personnel or an independent third party (or both) to verify that Customer’s use, installation, or deployment of the Software and Services (or other Dalim Technology used in conjunction with the Software and Services) comply with the terms of the Agreement. Any such verification shall be conducted upon seven (7) business days’ prior notice, during regular business hours at Customer’s offices and will not unreasonably interfere with Customer’s business activities. Both Dalim and its auditors will execute a commercially reasonable non-disclosure agreement with Customer before proceeding with the verification. If such verification shows that Customer (or its End Users) are deploying, installing or using the Software and Services (or other Dalim Technology used in conjunction with the Software and Services) (a) beyond the quantity that was legitimately licensed; or (b) in any way not permitted under the Agreement, so that additional fees apply, Customer will pay the additional license fees within thirty (30) days of invoice date. If use, deployment, or installation exceeds five percent (5%) of what is permitted under the Agreement, Customer will pay Dalim’s reasonable costs of conducting the verification, in addition to paying the additional fees.

 

Termination; Suspension.

  • Termination. If you materially breach the Agreement (including any payment obligations to Dalim or any Authorized Reseller), Dalim may give written notice describing the breach; if you fail to cure such breach within thirty (30) days of the notice date, Dalim may immediately terminate the Agreement, in whole or in part and You will not be entitled to any refunds of any prepaid Fees. Dalim may terminate the Agreement, in whole or in part, immediately upon written notice to you, if required by law or if you breach Section 3.3 (Limitations). In addition, Dalim may discontinue the Software and Services at any time, provided Dalim will refund Customer a pro-rata portion of any prepaid Fees that cover the remainder of the applicable Subscription Term after the effective date of termination.
  • Suspension. If Dalim reasonably determines that your deployment of the Hosted Services contains or creates a material risk to Dalim Technology, Dalim’s Confidential Information, the security or business operations of Dalim or any customer of Dalim, or to the continued normal operation of other Dalim customers, then Dalim may, at any time, upon written notice to you, immediately suspend your (and your End Users’) access, in whole or in part, to the Hosted Services, until such risk is resolved. Dalim will use commercially reasonable efforts to mitigate any such security or operational risk prior to suspension and only will look to such efforts as a final option to avoid such risks.
  • Effects of Termination. Upon expiration or termination of the Agreement or any Subscription Term for the Software and Services: (a) the license and associated rights for the Software and Services will automatically terminate; (b) you must, at your expense, remove and delete all copies of the Software; (c) you will be liable for any Fees for any Software and Services that are still in use or which remain active after termination or expiration of the Agreement. These Fees will be invoiced to you at the rate set out in the then-current Subscription Order; and (d) Customer Data stored within the Hosted Services will be available to you for thirty (30) days after the termination or expiration.
  • Survival. The termination or expiration of the Agreement will not affect any provisions of the Agreement which by their nature survive termination or expiration, including the provisions that deal with the following subject matters: definitions, payment obligations, confidentiality, proprietary rights, warranty disclaimer, limitation of liability, termination and suspension, compliance and audit rights, and the “Miscellaneous” section in the Agreement.

 

Miscellaneous

  • Transfer. You may not assign, voluntarily, by operation of law or otherwise, or transfer the Software and Services (except as permitted in Section 2 (License Grants)), or any of your rights or obligations under the Agreement without Dalim’s prior written consent. Subject to the foregoing, the Agreement shall be binding upon your permitted successors and assigns. Any purported assignment in violation of this section shall be null and void.
  • Compliance with Laws. You will use the Software and Services in a lawful manner and in accordance with all applicable laws, including, without limitation, export control laws. Additionally, you acknowledge that the Software and Services may be subject to the trade control laws and regulations of the United States and other national governments, and you will comply with them.
  • U.S. Government License Rights. All Software and Services provided to the U.S. government are provided with the commercial license rights and restrictions described in the Agreement. For US Government End Users: you acknowledge that Software and Services are “Commercial Item(s),” as that term is defined at 48 C.F.R. section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as the terms are used in 48 C.F.R. section 12.212 or 48 C.F.R. section 227.7202, as applicable. You agree, consistent with 48 C.F.R. section 12.212 or 48 C.F.R. sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government End Users (a) only as Commercial Items; and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of Germany and the United States.
  • Trademarks. This Agreement does not grant you any rights in connection with any trademarks, service marks, logos, or branding of Dalim or its affiliates or suppliers.
  • Governing Law; Arbitration to Resolve Disputes.

    (a) If your principal place of business is in the United States:

    (i) the Agreement is governed by and construed under the laws of the State of New York, without regard to any conflict of law rules or principles, except that the Federal Arbitration Act governs all provisions relating to arbitration and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods. You and Dalim irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in New York County, New York, for all disputes arising out of or relating to the Agreement that are heard in court (excluding arbitration); and

    (ii) any dispute arising under or relating to the Agreement will be finally resolved by arbitration conducted by one arbitrator in New York, New York, under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator for any dispute will be selected according to the Commercial Arbitration Rules of the American Arbitration Association and will have experience with software licenses and online hosting agreements. The arbitrator’s award will be final and binding, will identify a winning party, and may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in connection with any matter based upon or arising out of the Agreement in any forum having proper legal jurisdiction over such matter.

    (b) If your principal place of business is not in the United States:

    (i) the Agreement is governed by and construed under the laws of the Federal Republic of Germany and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods. You and Dalim irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Kehl, Germany, for all disputes arising out of or relating to the Agreement that are heard in court (excluding arbitration); and

    (ii) any dispute arising under or relating to the Agreement will be finally resolved by arbitration conducted by one arbitrator in Kehl, Germany, under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). The arbitrator’s award will be final and binding, will identify a winning party, and may be entered in any court having jurisdiction thereof. The fees and expenses of the arbitrator will be shared by the parties. The arbitration will be conducted in English, the governing language of the Agreement. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in connection with any matter based upon or arising out of the Agreement in any forum having proper legal jurisdiction over such matter (and the Emergency Arbitrator Provisions of the Rules will not apply in such an event).

  • Attorneys’ Fees. In any action or proceeding to enforce the Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees.
  • Severability. If any provision of the Agreement is held by an arbitrator or court of competent jurisdiction to be illegal or unenforceable, the provision will be modified so as to be enforceable to the maximum extent possible under applicable law in accordance with the original intent of the provision and the remainder of the Agreement will remain in full force and effect.
  • Entire Agreement; Waiver. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral, relating to the Software and Services and Support. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  • Purchase Orders. Any terms or conditions included in any purchase order or any other related documentation submitted by or on your behalf to Dalim (or any other party, such as an Authorized Reseller) do not form part of the Agreement and are void, unless otherwise expressly agreed in writing and signed by both you and Dalim.
  • Authorized Reseller Transactions. If you order Software and Services from an Authorized Reseller under an Subscription Order with the Authorized Reseller (“Customer Order”): (a) the terms of the Agreement apply to your use of the Software and Services; and (b) the Authorized Reseller is solely responsible for any variations or inconsistencies between the Customer Order and the order between the Authorized Reseller and Dalim for the transaction. If you do not accept the terms of the Agreement, then you must not use, or must immediately cease using, the relevant Software and Services.
  • Injunctive Relief. Actual or threatened breach of certain sections of the Agreement (such as, without limitation, provisions on intellectual property (including ownership), license, privacy, data protection and confidentiality) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Either party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.
  • Notices. Any notice given under the Agreement must be in writing by email or mail to the following addresses (or addresses notified in writing by either party): to Dalim at legal@dalim.com or Attn: Legal Notice, Strassburger Strasse 6, 77694 Kehl, Germany and to you: at your email address or bill to address stated on the Subscription Order.
  • No Agency. Nothing in the Agreement is intended to constitute a fiduciary relationship, agency, joint venture, partnership, or trust between the parties. No party has authority to bind the other party.
  • Order of Precedence. The Subscription Order will prevail over the Ts&Cs (to the extent of any inconsistency).