Software License Agreement of Netcloud AG
1 Scope of the Agreement
1.1. This Software License Agreement governs the terms of use for software developed by Netcloud AG, Wülflingerstrasse 5, 8672 Seuzach, Switzerland (hereinafter referred to as the "Licensor") and provided to the customer and the customer’s affiliated companies (hereinafter referred to as the"Licensee") either for a fee or free of charge.
1.2. Affiliated companies, within the meaning of this agreement, are legally independent companies that are in a majority ownership relationship with each other, majority-owned or majority-holding companies, dependent and controlling companies, or companies that are parties to a corporate agreement.
2 Ownership and Copyrights
2.1. All rights to the software remain the exclusive property of the Licensor. The software may only be used within the intended scope of the licensed applications.
2.2. If the software components include elements from various manufacturers, the copyright for those components remains with the respective creator.
2.3. The agreed license is strictly between the Licensor and the Licensee and does not permit sublicensing to third parties by the Licensee. The Licensee agrees not to copy or otherwise make the software accessible to third parties in any form.
2.4. The Licensee is generally not permitted to transfer or provide the software to third parties, whether for payment or free of charge. Transfer of license rights and sublicensing are only permitted with the prior consent of the Licensor.
2.5. Except for the usage rights expressly stated in this agreement or required by law, the Licensee acquires no rights to the software or user documentation. The Licensee is not permitted to alter, develop, convert, decompile, or edit the software (including correcting errors) without the Licensor’s consent. Translation, adaptation, arrangement, or other modifications of the software generally require consent unless they fall under intended use. If defects occur, the Licensee can first grant the Licensor, in writing, the opportunity to rectify them before making any changes, extensions or modifications.
2.6. All copyrights, trademarks, or other intellectual property rights within the software, or which are used in association with it, remain the sole property of the Licensor.
3 Scope of Services
3.1. The Licensor grants the Licensee a non-transferable and non-exclusive right to use the software and user documentation in accordance with the system requirements and usage conditions specified in the agreement. Payment of the license fee only covers the usage rights.
3.2. Delivery of the software and user documentation will take place as agreed upon by the parties. Selection, installation, and commissioning of the software are the sole responsibility of the Licensee.
3.3. The right to use the software requires a valid subscription or license. If the license agreement is terminated, the Licensee's right to use all software from the Licensor ends.
3.4. Upon termination of the contractual relationship, the Licensee is obliged to delete the software and all copies of the software and user documentation without being asked, unless legal retention obligations exist. This also applies to previous versions of the software and the documentation.
Unless otherwise agreed, the Licensee is not entitled to a refund of license fees already paid upon termination of the contract, regardless of the reason.
3.5. The Licensor reserves the right to technically block the software if the contractual relationship ends.
3.6. Additional services such as training, troubleshooting in application or integration, or further development of the software are subject to additional charges.
4 Support and Maintenance
4.1. The provision of support and maintenance services by the Licensor is defined in the individual agreement.
4.2. If no support and maintenance agreement exists, troubleshooting will be carried out on behalf of the Licensee based on the applicable hourly rates.
5 Liability
5.1. A defect within the meaning of this agreement exists only if the software does not fulfill its usual intended use or lacks those properties typical for software of its kind and expected by the Licensee.
5.2. The Licensor is not liable for defects caused by improper use, modification, or processing of the software by the Licensee, or by using the software with other programs or devices with which it is not compatible.
5.3. The Licensor is only liable for intent and gross negligence. Liability is limited to the contract value, with a maximum cap of one million Swiss francs, for direct damages suffered by the Licensee due to a serious software error for which the Licensor is proven to be at fault. Liability is also limited to typical and foreseeable contractual damages. Any further liability, especially for slight negligence, indirect damages, or consequential damages such as loss of profits, increased expenses or personnel costs on the part of the Licensee, unrealized savings, claims by third parties, or data loss, as well as damages due to delayed performance or liability for auxiliary persons, is expressly excluded to the extent permitted by law.
6 Place of Jurisdiction and Applicable Law
6.1. The place of jurisdiction is Winterthur.
6.2. The legal relationship is governed exclusively by Swiss law, excluding the Vienna Convention on Contracts for the International Sale of Goods (CISG).
6.3. If parts of this license agreement or of individual contracts or amendments are or become void or legally ineffective, the remaining parts and provisions remain in force. The void or ineffective parts are to be interpreted in such away that the overall intent of the agreement is preserved.
7 Adjustments to the Software License Agreement
7.1. The Licensor reserves the right to amend this Software License Agreement at any time. Amendments will be announced at least 30 days before they take effect via the Licensor’s website.
7.2. The Licensee has the right to object to the changes within 30 days of the announcement of such amendments. In case of objection, the original contractual terms remain in effect. If the Licensee objects to the new contractual terms, the Licensor has the right to terminate the agreement extraordinarily with 30 days' notice.
7.3. If the Licensee does not object within 30 days after receiving the announcement, the changes shall be deemed accepted and become part of the contract.
Netcloud AG, August 2025
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