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SOFTWARE AS A SERVICE TRIAL AGREEMENT ####This Software as a Service Trial Agreement (“Agreement”) is between you (“You” or “Customer”) and Bucher + Suter AG, a Swiss corporation with its principal place of business at Arastrasse 6, CH-3048 Worblaufen, Switzerland (“b+s”). b+s and You are each a “Party” and together the “Parties” to this Agreement. BY CLICKING ON THE “ACCEPT” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS (“TERMS”). IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT CLICK THE “ACCEPT” BUTTON. THESE TERMS APPLY IN ADDITION TO ANY OTHER TERMS AND CONDITIONS YOU MAY HAVE ACCEPTED PREVIOUSLY WITH B+S OR ITS SUBSIDIARIES REGARDING THE SUBJECT MATTER. IN CASE OF CONTRADICTIONS BETWEEN THESE TERMS AND THE PREVIOUSLY ACCEPTED TERMS, THE PREVIOUSLY ACCEPTED TERMS PREVAIL. ####1.1. Definitions ##“Accepted Offer”: a b+s offer document specifying the SaaS, the number of Users, the support, the fees and the term, accepted by Customer in writing. ##“Customer”: an end user who uses the Software within the scope of its internal business operations (not a reseller).##“Documentation”: the SaaS and Support descriptions made available online to Customer alongside with the SaaS.##“Software as a Service” or “SaaS”: the b+s subscription service of giving a Customer electronic access to a b+s software application. No b+s software license is granted to Customer. ##“Trial”: a period of thirty (30) days during which b+s may, in its sole discretion, make the SaaS available to Customer free of charge (up to a maximum of five (5) Users).##“User”: an individual for whom Customer has purchased a subscription to use the SaaS. ####1.2. Trial. During the Trial, support will be provided in the sole discretion of b+s. Unless b+s receives an Accepted Offer from Customer before expiry of the Trial, the SaaS will automatically end at the end of the Trial. ####1.3. Provision of SaaS. The SaaS may, in the sole discretion of b+s, be provided through b+s’ website or through the website of a third party. ####1.4. Availability of SaaS. b+s will use commercially reasonable efforts to provide the SaaS to Customer 24 hours a day, 7 days a week, except for (i) reasonable periods of maintenance works; (ii) Force Majeure; and (iii) any other reasons beyond b+s’ control. ####1.5. Customer Obligations. Customer undertakes to: (i) only use the SaaS for its internal business operations in accordance with its intended use; and (ii) not to exceed the number of subscribed Users.####1.6. Customer Data. In case the SaaS are provided through the website of a third party, Customer understands and agrees that Customer’s registration information and any other Customer data submitted by Customer to the third party’s systems may be used by such third party in accordance with the respective service agreement between Customer and such third party and / or the privacy policy as displayed on the third party’s website. b+s will not access, share, process, transmit or otherwise use Customer’s registration information and any other Customer data except for the purpose of performing its obligations under the Trial or an Accepted Offer, preventing and solving service or technical problems, or as required by law. ####1.7. Warranty. SAAS AND SUPPORT ARE PROVIDED “AS IS”, EXCLUSIVE OF ANY WARRANTY.####1.8. Limitation of Liability. IN NO EVENT WILL B+S BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, LOSS OF USE, AND LOSS OF PRODUCTION ARISING FROM OR IN ANY WAY CONNECTED TO THE SAAS, THE DOCUMENTATION AND THE SUPPORT, EVEN IF SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT B+S HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE TOTAL LIABILITY OF B+S FOR ANY AND ALL CLAIMS RELATING TO OR ARISING UNDER AN ACCEPTED ORDER WILL BE LIMITED TO THE SUM OF PAYMENTS MADE BY CUSTOMER TO B+S UNDER SUCH ORDER. THIS LIMITATION OF LIABILITY WILL APPLY TO ALL LEGAL THEORIES, INCLUDING BREACH OF CONTRACT, TORT AND STRICT LIABILITY, WHETHER FOR NEGLIGENCE OR OTHERWISE. ####1.9. Severability. In the event that any of the provisions of this Agreement shall be or become invalid or unenforceable, the validity of the remaining provisions will not be affected. An invalid or unenforceable provision shall be replaced by a provision that corresponds to the intention of the invalid or unenforceable provisions as closely as possible.####1.10. Assignment. Customer may not assign this Agreement or any of its rights or obligations without the express prior written consent of b+s. ####1.11. Force Majeure. b+s shall not be responsible for any failure or delay in the performance of this Agreement due to any cause beyond its reasonable control, such as acts of God, war, strikes, natural disasters or governmental orders.####1.12. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of Switzerland without giving effect to the conflict of law principles thereof or the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980.####1.13. Jurisdiction. Any dispute arising out of or in connection with this Agreement shall exclusively be submitted to the ordinary courts at b+s' domicile. The Parties expressly waive any objection or defense based on the lack of jurisdiction or venue (including without limitation a plea for forum non conveniens). Notwithstanding the foregoing, b+s may seek injunctive relief in any court of competent jurisdiction.