• you fail to make a due payment within thirty (30) days of the receipt of a written reminder (Mahnung);
• you stop your payments due to a petition for the commencement of insolvency proceedings being filed against your assets, or if insolvency proceedings are opened against your assets, or if the opening of insolvency proceedings is rejected due to a lack of assets;
• if we are forced to do so in order to comply with Applicable Laws
• if we are ordered to do so by a competent court or authority or
• if you are otherwise in material breach of your obligations under the Agreement and fail to remedy the breach without undue delay but no later than thirty (30) days after receipt of a written reminder (Mahnung), unless a reminder is not necessary according to section 323 para 2 BGB.

• there will be no infringement of an embargo imposed by the Federal Republic of Germany and/or the European Union and/or the United States of America and/ or the United Nations by such transfer or export/re-export, by brokering of agreements concerning those Goods, works or services or by provision of other economic resources in connection with those Goods, works or services, also considering the limitations of domestic business and prohibitions of by-passing those embargos;
• such Goods, works and services are not intended for use in connection with armaments, nuclear technology or weapons, if and to the extent such use is subject to prohibition or authorization, unless the you have obtained the required authorization;
• you are at all times in compliance with the regulations of all applicable “Sanctioned Party Lists” or “Denied Persons Lists” or similar lists of the Federal Republic of Germany, the European Union and the United States of America concerning the trading with entities, persons and organizations listed therein.

• You must have subscribed to a free Service Package, which will then, for the term of the trial, be upgraded to have the advanced functionalities that are usually only available in the paid-for Service Packages.
• We do not charge you for the trial, but the Service Level Agreement and in particular the commitments to pay Service Level Credits do not apply.
• Once your trial period nears its end, we may contact you to ask if you would like to purchase a paid-for Service Package.
• In the event you elect to upgrade to a paid-for Service Package, all of your existing Iridion Users and their Iridion User Data will be migrated and available under the new Service Package.
• In the event you do not want to purchase a paid-for Service Package, upon expiry of the trial term your Iridion tenacy will be downgraded again to the reduced set of functionalities available in the free Service Package, and all user accounts the exceed the included number of named users will be disabled.
• We may elect to cease offering new trials at any time.

The capitalized terms used in the TOS and the documents referenced therein are defined as follows:

“Acceptable Use Policy” means the rules and regulations that describe what we deem to be acceptable use of Iridion, what not, and what will happen if there is a violation of the AUP.

“Agreement” means, collectively, terms and conditions under which you are granted access to Iridion and all other documents referenced therein. The Agreement consists of the Terms of Service, together with the Service Description, Fees and Payment Terms, the Service Level Agreement, these Definitions, the Acceptable Use Policy, the Data Privacy Statement and, where applicable, the Data Processing Agreement and the End User License Agreement (EULA).

“Agreement Value” means the total amount of the recurring Fees you actually paid to us under the Agreement in the twelve (12) month period preceding the event that leads to liability or, if the term of the Agreement has been less than twelve (12) months, the total amount of the recurring Fees that would have been paid had the Agreement continued for twelve (12) months, calculated as per the median amount of the Fees that were already paid to Web Arts until the relevant event.

“Applicable Export Control Laws” means any national and international foreign trade and customs requirements or any embargos or other sanctions such as anti-terrorism-laws, denied persons lists or similar stipulated by the Federal Republic of Germany, the European Union, the United States of America and other applicable national export laws, e.g. from the country/jurisdiction where you or a Iridion User have its place of business. Applicable Export control Laws are a subset of Applicable Laws.

“Applicable Laws” means and includes all laws, statutes, regulations, directions, guidelines and codes of conduct of any governmental, regulatory or supervisory body of competent jurisdiction and any orders of any administration, regulator, supervisory authority, court or other tribunal of competent jurisdiction which are applicable to this agreement, you, us or to the performance of either your or our obligations under this agreement.

“Business Day” means the days of the week during which most businesses are operating, usually Monday to Friday except local public holidays or bank holidays. In order to determine the timeliness of a notice, the schedule of Business Days applicable to the receiving party shall prevail, while the timeliness of an action shall be determined by the schedule of Business Days applicable to the party obliged to take the action.

“Iridion” means, collectively, all “Iridion”, “Iridion by Web Arts” or similarly branded products and services provided by us to you in connection with Iridion, as further described in the Agreement.

“Iridion Support Portal” means a web based form of support from which the different forms of support provided by Web Arts can be accessed. The exact scope of the support is determined by the applicable service package.

“Confidential Information” means all information and data, which a Party has received orally, in writing, electronically or otherwise from or on behalf of the other Party in connection with the Agreement, including all business, commercial and technical information and data, unless, according to the judgment of a prudent business man, such information and data cannot be considered as being of confidential nature.

“Customer”, also referred to as “you”, means you, your business or organization who is party to the Agreement.

“Customer Contact” is a person within your business or organization who is assigned to be our primary contact and who has the authority to act on behalf of your business or organization in respect of all day-to- day activities relating to Iridion. This person must be named during the registration process, will also be the first Iridion User created in your Iridion Tenancy, and will therefore also (initially) hold the role of the Iridion Tenancy Administrator.

“Customer IT Policies” means the rules and regulations governing the use of your IT-Systems, e.g. your acceptable use policies.

“Documentation” means the technical and/or functional descriptions that are provided or made available along with Iridion. The Documentation will in general be provided online and includes, among other things, the description of performance characteristics, features or hardware and software requirements. If and to the extent required by the respective rights holder, the Documentation also comprises of the Open Source License texts or the special license conditions of a Freeware vendor or other commercial third party vendor of software.

“Defect” means a reproducible failure of Iridion to comply with the specification of Iridion as described in the Service Description.

“End User License Agreement” or “EULA” means a set of license terms and conditions for the use of software by end users. Depending on the context, the terms of a EULA may override the Terms of Service.

“Effective Date” means the date on which the Agreement comes into force, as further described in the Terms of Service.

“EU Data Protection Requirements” means the EU Data Protection Directive 95/46/EC, or any directive or regulation replacing it.

“Feedback” is defined in the Terms of Service.

“Fees” means the fees and prices for Iridion, as indicated in the Fees and Payment Terms.

“Force Majeure Event” means any event beyond the reasonable control of a Party, including (i) damage to or destruction or compulsory purchase (Enteignung) of the premises or other property belonging to the affected Party, (ii) fire, explosion, accident, lightning damage, electromagnetic interference; (iii) storm, earthquake, hurricane, tornado, flood, volcanic eruption or other natural disaster; (iv) war, threat of war, act of terrorism, insurrection, rebellion, riot or other civil unrest; (v) epidemics, pandemics, quarantine restrictions or other public health restrictions or advisories; (vi) strikes or lockouts or other labour interruptions; (vii) disruption to transport services; (viii) sanctions, embargoes or lack of materials, supplies or utilities, breaking off of diplomatic relations; (ix) the failure of any applicable governmental authority to issue any licenses or approvals, or the suspension, termination or revocation of any licenses or approvals, required for the operation of the affected Party’s business or the performance of services, or any other circumstance as a result of which performance by the affected party is prevented by law; or (x) on our side, the occurrence of any of the aforementioned events to one of our subcontractors or suppliers which result in their delay or failure to perform.

“Freeware” means a computer program which may be used without payment or other compensation (for example, by advertising). Freeware may be subject to special license conditions of the vendor, which, for example, may limit the right to distribute or redistribute the Freeware. Freeware may have functional limitations which a commercial version does not have. In general, the vendor of a freeware does not grant access to the source code of the freeware.

“Intellectual Property Rights” means copyrights (including moral rights), patents, protected designs, registered designs, design rights, utility models, trademarks, service marks, business secrets, know-how, database rights, personal rights, company or business names, domain names and other rights of a similar type, in any country or jurisdiction, including all registrations, applications for registration, rights to apply for registration and licenses for or relating to such rights.

“Iridion Portal” means the website where you log in to Iridion and where subscriptions to Iridion are entered into.

“Iridion User” means, collectively, the different kind of user accounts linked to a particular customer.

• “Iridion Full User” is a Iridion User account which can make use of the full functionality of Iridion, as compared to other accounts that have only limited functionality.
• “Iridion Guest User” means temporary accounts for users outside your business or organization, to whom you want to provide access to your Iridion Tenancy, at your responsibility and cost.
• “Iridion Cross Tenancy User” means an Iridion User created in another Iridion Tenancy and under another customer account, who is added to a Workspace of your Iridion Tenancy. Once the Iridion User from the other Iridion Tenancy has accepted the invitation, they have full access to the content of the specified Workspace, but they cannot access any other of your Workspaces. An Iridion Cross Tenancy User does not count against the number of Iridion User accounts you subscribed to.

You are responsible for all activities of your Iridion Users, of their compliance with the Agreement and in particular their compliance with the Acceptable Use Policy. Specifically, the term Iridion User comprises of the following kinds of users:

“Iridion User Administrator” is an Iridion User who has been granted access to the user management console for a particular Iridion Tenancy. The Iridion Administrator may create Iridion Users and may grant other Iridion Users access to the user management console, too to, thereby making them also a Iridion User Administrator. The first Iridion User that is automatically created upon signup will be made an Iridion User Administrator. We recommend that you use special care when selecting and storing the password for the account of the Iridion User Administrator.

“Iridion Workspace” refers to a workspace within Iridion assigned to a particular project, comprising of a number of items (messages, files, video, etc.) and content and tools provided by Iridion, which is shared between and viewable by all Iridion Users of that Workspace.

“Iridion User Contact Data” is defined in detail in the Data Privacy Statement.

“Iridion User Data” is defined in detail in the Data Privacy Statement.

“Iridion Support Data” is defined in detail in the Data Privacy Statement.

“Iridion Tenancy” means the logically separated segment or domain on the Iridion platform that is dedicated to your organization and your Iridion Users.

“Iridion Usage Data” is defined in detail in the Data Privacy Statement.

“Open Source Software” or “OSS” means a computer program which is, in principle, available at no costs, licensed under an Open Source License and that is available either (a) in source code form only, or (b) in (executable) object code form and the source code is delivered together with the executable code.

“Open Source License” or “OSS License” means license terms to a computer program that grant the user, beyond the right to use the computer program without license fee or royalty, rights of use which are usually reserved for the owner of the copyright to the computer program, such as the right to analyse the computer program as desired, to edit it, to merge it with other computer programs or to derive their own computer programs thereof, and to distribute the results to third parties (for the purpose of this paragraph, collectively referred to as “Work”). In turn, such license terms require that at least one of the following conditions is met: (a) the source code or design information regarding the Work must be made available; (b) the right to create derivative works regarding the Work must be granted; (c) a royalty-free license to any third party to use the intellectual property rights of the party embodied in the Work or (d) to identify the owner of the copyright to the unmodified Open Source Software. Open Source Licenses are, by example and without limitation, any version of the GNU General Public License (GPL) or the GNU Lesser General Public License (LGPL) or the Affero General Public License (AGPL) or similar open-source licenses, “free” licenses, and the general licenses to these as “public domain”.

“Party” refers to either you or us, and “Parties” to you and us, collectively.

“Personal Data” means individual elements of information concerning the personal or material circumstances of an identified or identifiable natural person, as defined by Applicable Laws.

“Professional Services” are individual, custom services rendered by us under terms negotiated separately from the Agreement. In the context of Iridion and depending on availability and technical feasibility, Professional Services might be used to establish individual interfaces between Iridion and other IT systems, or other consulting concerning the use of Iridion.

“Service Levels” means the service performance metrics with corresponding service level objectives for the provision of Iridion.

“Service Package” means the subscription plan to which you are subscribed. Depending on your Service Package, your use of Iridion may be subject to certain limitations, or include the use of additional functionalities not available to subscribers of other kinds of Service Packages.

“Standard” means any technical specification that is distributed, published, or otherwise made available by any consortium, standards organization, special interest group, or like entity, for the purpose of widespread industry adoption.

“Terms of Service” means the core terms and conditions under which we make Iridion available. It is part of the Agreement.

“Web Arts”, also referred to as “we”, means the legal entity with whom you enter into the Agreement. Unless specified explicitly otherwise, the contracting entity is Web Arts AG, Seifgrundstraße 2, 61348 Bad Homburg v. d. Ho?he, Germany.

“User Help Desk” or UHD is a special helpdesk service that provides dedicated support for Iridion.

Acceptable Use Policy for Iridion

Version 1.0, as of 15th March 2016

1. Introduction

At Web Arts, we want that you, your organization and your Iridion Users (hereinafter collectively referred to as “you”) and everyone else who uses Iridion enjoys a productive and disruption-free use of Iridion. This Acceptable Use Policy defines, which kinds of use of Iridion and which Iridion User Data is permitted and which is not. All use of Iridion is subject to this Acceptable Use Policy.
By accepting the Terms of Service, you have accepted this Acceptable Use Policy. If you do not or no longer want to accept this Acceptable Use Policy, cease to use Iridion. Ceasing to use Iridion does not, however, imply that the Agreement between you and Web Arts is terminated. If you want to terminate, a separate notice is required, and you must observe the applicable notice periods, as described in the Terms of Service. In the event of any conflicts between this Acceptable Use Policy (in particular its enforcement) and the Terms of Service, the Terms of Service shall control.
You may have your own acceptable use policy or similar framework of rules and regulations governing the use of your IT-systems (“Customer IT Policies”). You are free to subject your Iridion Users to such Customer IT Policies and enforce such Customer IT Policies internally, but we cannot address individual Customer IT Policies within Iridion. You agree and accept that the provision of Iridion to you shall solely be governed and determined by this Acceptable Use Policy.

2. Definitions

Capitalized terms used herein have the meaning stated in Definitions, unless they are explicitly
defined otherwise.

3. Iridion User Content you may see on the Iridion

Iridion may be used all over the world and by people from many different backgrounds, cultures and jurisdictions. You understand and acknowledge that when using Iridion, you may be exposed to visual, written or audible communications, files, documents, videos, recordings, and any other material (“Iridion User Data”) that you may consider being inaccurate, offensive, indecent, or objectionable. Subject to any mandatory statutory liability of ours with respect to such Iridion User Data, we are not liable for any damages you allege to incur as a result of such Iridion User Data.

4. Your liability for Iridion User Data

You are responsible for all Iridion User Data that you upload, publish, display, link to or otherwise make available (“Publish”) on Iridion in connection with your Iridion User account(s). You are also responsible for any interaction you make with other Iridion Users. Your organization has this responsibility with respect to the Iridion User Data of all of its Iridion Users.
We do not take any responsibility and assume no liability for any Iridion User Data that you or your fellow Iridion Users post, or which other third parties send to you through Iridion. Without limitation to our general obligation to provide Iridion in a manner that is compliant with Applicable Laws, in particular data protection laws, you understand and agree that any loss or damage of any kind that occurs as a result of the use of any Iridion User Data that you willingly send, upload, download, stream, post, transmit, display, publish or otherwise make available or access through your use of Iridion is solely your responsibility.
You acknowledge that we have no control, and are not responsible for, the privacy of any Iridion User Data that you or someone else among your Iridion Users have willingly shared with others. You will always use proper caution when giving out any Personal Data or sensitive information to others.

5. Iridion User Data that is not acceptable

You agree not to upload, post, email, store, transmit, or otherwise make available through Iridion any Iridion User Data that

When determining if Iridion User Data is not acceptable, we will take into account if the relevant Iridion User Data is available only to you or your fellow Iridion Users or if it is made widely available.

6. Uses and practices that are not acceptable

You will not, and will not allow or instigate third parties to, use Iridion

We reserve the right to take similar practices into account in order to determine if a particular behaviour is not an acceptable use of Iridion.

7. Subpoenas, warrants, and/or orders

We will comply with and respond to valid (as we will determine in our sole discretion) subpoenas, warrants, and/or orders issued by a court or an authority received in relation to Iridion User Data, without liability to you. If permitted by Applicable Laws, we will first forward such subpoenas, warrants, and/or orders to you so that you may respond. However, we may comply and respond without informing you if we are not permitted to do so and/or if by not responding at once we might infringe Applicable Laws.

8. Reporting Violations of the Acceptable Use Policy

We will not generally monitor Iridion User Data. Reports of alleged violations of the Acceptable Use Policy should be sent to our user helpdesk. Reports should include as much information as possible, in particular your name and contact information, the place inside Iridion where the violation took place, and a description of the alleged violation. Unless otherwise required by Applicable Laws, we assume no general duty to respond to alleged violations. We will review all verified reports and will take such actions as it deems appropriate in our sole discretion.

9. How we resolve violations of the Acceptable Use Policy

It is our goal to mitigate any interruptions of your use of Iridion while at the same time we want to swiftly resolve potential violations of this Acceptable Use Policy. Our staff is dedicated to working with you in resolving potential violations.
We may block or remove any Iridion User Data if so required by Applicable Law, e.g. when we receive a take-down order from a court. We shall also follow any blocking or removal requirements issued by you. If a request for blocking or removal comes from a third party, we will, where legally feasible, first consult with you through the Customer Contact. You accept and acknowledge that in some countries Applicable Law may require us to access your account, and inspect and possibly remove the Iridion User Data stored therein without first consulting with you.
The following description is provided for informational purposes only and should be seen as a framework of processes with respect to resolving potential violations. Timing for resolution differs according to the degree of the violation, the nature of the violation, involvement of law enforcement, involvement of third party litigation, or other related factors.

10. Consequences of violations

We may, at our option and without liability, permanently or temporarily suspend the account of an Iridion User or otherwise refuse to permit access to Iridion, if we determine that the Iridion User account is used contrary to this Acceptable Use Policy or the Terms of Service. We will provide you, your organization’s Customer Contact with notice of improper usage before suspension or termination of the relevant Iridion User account, unless due to the nature of the usage it is essential to act as quickly as possible to prevent damage. In particular but without limitation, we may do so if we become aware of any of the following prohibited actions:

11. Changes to this Acceptable Use Policy

We encourage you to periodically review this Acceptable Use Policy. We may occasionally update this Acceptable Use Policy to reflect customer feedback, changes in Iridion, and updates to Applicable Laws. Prior to making such changes effective, we will notify you and your organization in advance through the Customer Contact and the Iridion Administrator by posting a notice on the Iridion login page. We will provide a link under which you can review the updated statement. Depending on your or your organization’s settings, we may instead, or in addition, send a notification email, and/or post a message inside Iridion. These notification(s) will be made independent of, and do not in

Data Privacy Statement for Iridion

Version 1.0, as of 15th March 2016

1. Scope

We are committed to protect the privacy of everyone who uses Iridion. This Data Privacy Statement applies to the Personal Data collected by us through your use of Iridion. It does not apply to any other of our online- or offline-provided products, sites, or services.
You or your organization may also have entered into the separate Data Processing Agreement. That Data Processing Agreement is complemented by this Data Privacy Statement. In the event of any conflicts, the Data Processing Agreement will take precedence over this Data Privacy Agreement.
If you have questions concerning the Data Privacy Statement, the Data Processing Agreement or any other contractual or legal aspect of your use of Iridion, please first contact the person(s) within your organization responsible for Iridion, or your organizations’ data protection officer. You can always contact our data protection officer, too. You will find the contact details at https://www.iridion.com/legal-notice/

2. Definitions

Capitalized terms used herein have the meaning stated in Definitions, unless they are explicitly
defined otherwise.

3. Iridion Tenancies

The IT infrastructure hosting Iridion is organized into logically separated segments for each customer, the Iridion Tenancies. Your organization’s Iridion Tenancy is created during the signup process and all Iridion Users assigned by your organization are part of that Iridion Tenancy. Your Iridion Guest Users will temporarily become part of, and have access to, some of the material inside your Iridion Tenancy, as controlled by you.
Your organization has administrative control of its Iridion Tenancy though the Iridion Administrator. We strongly recommend that you implement additional organisational measures in addition to those described in this document to internally limit access to the Iridion Administrator’s account to authorized persons only.

4. Data handled by us through Iridion

4.1

“Personal Data” as used herein refers to individual elements of information that are related to, or relatable, to a person, such as you. When you use Iridion, different kinds of Personal Data are submitted to, collected by and stored inside the IT infrastructure that hosts Iridion. We want you to understand what kinds of Personal Data we collect, store and process, and for which purposes. Typically, Personal Data is included with Iridion User Data, Iridion User Contact Data, Iridion Usage Data, and Iridion Support Data.

4.2

“Iridion User Data” is all information that you submit to Iridion, receive through Iridion or generate though your use of Iridion. Iridion User Data may be part of your messages, documents, spreadsheets or other content of your Workspaces. We assume that all such Iridion User Data is submitted to Iridion with your consent. We make no claim of ownership to any of your Iridion User Data, but all Iridion User Data must comply with the Acceptable Use Policy.

4.3

“Iridion User Contact Data” is contact information about a particular Iridion User, including name, address, phone number, email and other information that such Iridion User enters into its profile or which we may collect through that Iridion User’s use of Iridion. In some cases, Iridion User Contact Data may also be submitted to Iridion through your organizations use of Iridion’s administrative facilities, e.g. during setup phase. We assume that all such Iridion User Contact Data is submitted to Iridion with your consent.
We use Iridion User Contact Data for the purpose of fulfilling the Agreement, to complete the transactions requested by you or your organization, and to detect and prevent fraud or abuse, e.g. to contact you to determine if there is a violation of the Acceptable Use Policy.

4.4

“Iridion Usage Data” is information about you and your fellow Iridion User’s use of Iridion, and about the general use of the IT infrastructure used to provide Iridion. Iridion Usage Data includes, for example, information about the number of active Iridion Users, IP-addresses from where the Iridion Users log in, activity of the Iridion Users, used bandwidth, used storage space or CPU capacity, timestamps, and the like, and the data derived therefrom by means of analytics, e.g. trends in the usage of Iridion. Some Iridion Usage Data contains Personal Data.
We use Iridion Usage Data to better operate and constantly improve Iridion and to optimize the underlying IT-infrastructure. We may also use Iridion Usage Data to detect and prevent fraud, abuse and incidents or patterns or trends that may be relevant for Iridion’s stability and security, e.g. attempts to penetrate the security of Iridion or a denial-of-service attack against Iridion.
Sometimes we will compile Iridion Usage Data into an aggregated form or perform analytics of Iridion Usage Data resulting in a very summarized and abstract form, so that it can no longer be related to a natural person. We may make such data available to other customers, suppliers, or third parties, e.g. to determine availability, system load, correct sizing, or for marketing purposes. This data is neither used to identify you or other Iridion Users, nor to create any directly person-related or pseudonymized user profiles.

4.5

“Iridion Support Data” is information we collect when you submit a service request. Iridion Support Data may include information about your hardware/software environment when the Incident occurred, time/date, username or other authentication information, content of the Conversation, data resulting from diagnostics, system and registry data, error-tracking log files, screenshots and other details related to the Incident.
We will use Iridion Support Data solely to provide support, e.g. via online chat/conversation, phone, email, or other. With your permission, we may remotely access to temporarily control your client system. With your permission, online chat sessions or conversations, phone conversations, or remote access sessions with our support staff may be then recorded and/or monitored.

5. Personal Data about the Customer Contact and the Iridion Tenancy Administrator

Your organisation appointed a Customer Contact to act as a single point of contact to us, and an Iridion Administrator who has access to the administrative functions of your Iridion Tenancy.
We will occasionally contact the Customer Contact and the Iridion Administrator to provide information about new subscriptions, billing and important operational information about Iridion, e.g. planned downtimes or security incidents, or to resolve violations of the Acceptable Use Policy. Usually, this will be done through email, but if the case at hand requires immediate action, we may use other channels of information, e.g. instant messages, telephone or texting.

6. Cookies

We may use cookies on certain pages of the Iridion Portal. Cookies make using the Internet, and services such as Iridion that are delivered via the Internet, easier. Among other things, we use cookies to save your preferences to let Iridion remember that you’ve registered, or to enable the “Automatic Login” functionality. This allows us to speed up your future activities at the Iridion Portal, and you will have to enter registration information less frequently. We may also use cookies to deliver content tailored to your interest. If your browser is set to reject cookies, or if your browser notifies you that you are about to receive a cookie and you reject it, then your use of the Iridion Portal, or Iridion altogether, may not be as efficient or as enjoyable as it would be if the cookie were enabled. We will only use information collected with cookies on an aggregated basis without the use of any information that personally identifies you.
To learn more about the general manner of how we use cookies and similar technologies on our public websites, and to learn more about controlling cookies, please see the Cookie Policy at www.iridion.de .

7. Web Local Storage

Iridion uses “Web Local Storage” which is a technology supported by most modern web browsers that allows web applications to store data on your computer. It is similar to cookies, but more structured. This data is subject to the same security measures as cookies are, e.g. data stored by one web-site is not accessible to other web-sites. Iridion might use your browser’s Web Local Storage functionality to provide a local cache for frequently accessed data in order to improve the speed of use and to reduce network traffic. This local data is encrypted and it will never be transmitted back to the servers providing Iridion.

8. Disclosure of your Personal Data

We will not disclose Iridion User Data, Iridion User Contact Data, Iridion Usage Data or Iridion Support Data to third parties, unless permitted by law or except as you direct, or as described in the Agreement, the Data Processing Agreement or this Data Privacy Statement. We will use such data only to the extent necessary for the performance of our contractual duties.
We occasionally contract with third parties to supply us with services and products such as customer support, data management, and IT infrastructure services. We may provide these third parties with access to Iridion User Data, Iridion User Contact Data, Iridion Usage Data or Iridion Support Data, or store such data with them or let them process it to the extent necessary for them to render their services or deliver their products. These third parties are required to maintain the confidentiality of the data and are prohibited from using it for any purpose other than that for which they are engaged by us. To the extent Personal Data is affected, we make any necessary arrangements that are required by Applicable Laws for a legally compliant collection, storing or processing or transfer of Personal Data by or to these third parties.
In order to fulfil the Agreement, we may share the contact data given to us during the signup-process with third parties for purposes of fraud prevention, export control clearance or other legally required checks, or in order to process payment transactions. We do not share any of your data with advertisers.
We will not disclose your data to a third party (including law enforcement, other government entity, or civil litigant and excluding our subcontractors, see above) except as you or your organization direct us or unless we are required to do so by Applicable Laws. In the event a third party requires us to hand over your data, and if permitted by Applicable Laws, we will first inform the third party to request the data directly from you or your organization. As part of that process, we may provide the contact information of the Customer Contact to the third party. If we should be forced by Applicable Laws to hand over your data to the third party or grant access to it, we will use commercially reasonable efforts to notify you in advance, provided this is not prohibited by Applicable Laws.

9. Accessing, Correcting and Deleting Your Information

Between us and you, you are responsible for all Iridion Users you sign up to Iridion and all Iridion User Data they generate. The management of the Personal Data of these Iridion Users is a task that is handled by you, e.g. by making use of the administrative facilities of Iridion available to the Iridion Administrator. We will generally forward requests from individual Iridion Users to your organization and obtain consent before responding to such requests, unless Applicable Law requires immediate action by us.
You may access, correct or delete Personal Data stored within Iridion by using the tools provided within Iridion (for example, editing your profile information) or through the administration console with the help of your organizations’ Iridion Administrator, or, depending on your Service Package, by contacting our service desk. Changes you make to your information take immediate effect on your Iridion Tenancy. All Iridion User Contact Data and Iridion User Data will be kept in secure storage and are included in our standard data backup process.

10. Security

We have implemented appropriate technical and organizational measures, internal controls, and information security routines intended to protect your Personal Data against accidental loss, destruction, or alteration; unauthorized disclosure or access; or unlawful destruction. The specific arrangements about the security measures are part of the Data Processing Agreement in place between you and us.

11. Data Location

Your Personal Data stored in Iridion, is stored and processed in Germany. We will make any necessary arrangements as required by Applicable Laws for a legally compliant transfer, or processing, of Personal Data.

12. Changes to this Privacy Statement

We may occasionally update this Data Privacy Statement to reflect customer feedback, changes in Iridion, and updates to Applicable Laws. Prior to making such changes effective, we will notify you in advance by posting a notice on the Iridion login page. We will provide a link under which you can review the updated statement. Depending on your or your organization’s settings, we may instead, or in addition, send a notification email, and/or post a message inside Iridion. These notification(s) will be made independent of, and do not intend to limit, any notification procedure agreed with your organization in the Agreement. We encourage you to periodically review this Data Privacy Statement to learn how we are protecting your data. Unless required or permitted by Applicable Law, such changes only apply to Personal Data collected from the date the change becomes effective.

13. How to Contact Us

We welcome your comments. If you have questions about Iridion, our privacy and security commitments, please contact us through one of the channels listed at https://www.iridion.com/legal- notice.

14. Data Protection Officer

You may address any concern about our use of your Personal Data to our Data Protection Officer. You may also send any inquiries about information on our use of your Personal Data, as well as requests for the blocking or deletion or correction of your Personal Data, to the Data Protection Officer. The Data Protection Officer can be contacted by e-mail: datenschutz@iridion.de.

Fees and Payment Terms for Iridion

Version 1.0, as of 15th March 2016

1. Fees & Pricing plan

1.1 Monthly Fees

a) Service Packages
Iridion is available in the following packages and corresponding monthly fees:

2. Invoices

2.1

Fees with a fixed amount will be invoiced and charged per calendar month and in advance. They will be adjusted pro rata temporis for the remainder of the calendar month in which you sign up for Iridion and for the calendar month in which your subscription ends. We will endeavour to arrange and process individually arranged billing cycles, if required. Please note that in this case we will continue to use a calendar month as a basis for the calculation of the service levels as per the Service Level Agreement. This may result in Service Level Credits being credited to your invoice a month later.

2.2

If your use of Iridion exceeds the limits of any included consumption volume, e.g. storage capacity, additional fees may apply, as set forth above. Such costs will be clearly stated before the cost occurs and our then current list prices shall apply.

2.3

We may charge you separately for any service or item or functionality that is not within the scope of the Service Description, e.g. Professional Services. In these cases, our then current list prices for such services or items or functionalities shall apply. Where such services are charged on a time/material basis, they are calculated based on working time, travel and waiting time expended. Where hourly or monthly rates are billed, each hour or month started is billed using a pro-rated billing rate. For services provided outside of our normal working hours, surcharges apply. We may also charge you for ancillary costs, e.g. costs for necessary travel and lodging. You may, at any time before ordering additional services, ask us for the current list prices and the working hours applicable to your location.

2.4

All invoices for Iridion will automatically be sent via email to the email address you specified. Emailed invoices are deemed to have been received by you on the date that they were sent to you. A paper copy can be sent upon request, but this will not postpone the date of receipt.

3. Payment terms

3.1

You agree that we may charge you through the payment instrument that you specified when you signed up for Iridion (e.g. credit card, direct debit to your account, etc.) to charge all amounts that become due while you use Iridion, including any recurring charges. You must make sure that the payment instrument you specified is valid and chargeable by us whenever fees become due.

3.2

Generally, all amounts are payable and due ten (10) days from the date of our invoice, without offsets or deductions of any kind. Payment must be made in the currency indicated on the invoice.

3.3

If you have submitted a credit card as the payment instrument, the credit card may be also charged at the date of our invoice.

3.4

If you authorized us to make a recurring charge to your credit card, we may charge the outstanding amounts automatically and upon the respective due date to your card, usually every month. One-time payments shall, however, be charged as soon as they become due as per the invoice.

3.5

If you authorized us to make a direct debit to your account, we may charge the outstanding amounts automatically and upon the respective due date. One-time payments shall, however, be charged to your account no earlier than five (5) working days after receipt of the invoice. You are responsible to ensure that there are sufficient funds in your account at the due date(s) and if not, you shall compensate us for any cost or loss resulting from that.
If your bank account is with a bank located in the Single Euro Payments Area (SEPA), you may be asked to provide a SEPA mandate to authorize us to debit your account. You agree that the advance notice period before the account is debited is one (1) day.

3.6

Except as expressly set forth otherwise in this Agreement, all your payments are non-cancellable and non-refundable. This also applies to any prepaid amounts if we terminate the Agreement for a good cause attributable (vertreten mu?ssen) to you.

4. Disputes and late charges

4.1

If you believe that your invoice is incorrect, you must contact us in writing within sixty (60) days of the date of the invoice showing the amount in question to be eligible to receive an adjustment or credit. This period of time may be adjusted as per the SEPA mandate, where applicable.

4.2

You may only offset or withhold payments if we have expressly agreed to this in writing, or if your claims are undisputed by us, or if they are finally established by a competent court or authority. Please note that if you simply stop paying our invoices, we may suspend your access to Iridion for non- payment of undisputed fees.

4.3

We may charge you interest at the then current, highest permissible statutory rate for businesses on any monthly payment that is not being reasonably disputed by you and that is not received when due. If legal enforcement or third party collection efforts are necessary, you shall pay all reasonable legal fees and costs incurred by us, subject to statutory limitations thereof.

5. Taxes

The Fees are exclusive of all taxes, levies, or duties. You are solely responsible for payment of all such taxes, levies, or duties, excluding only the taxes based solely on our income.
If we have a legal obligation to pay or collect taxes to taxing authorities for which you are responsible, the appropriate amount shall be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

6. Changes to Fees

6.1

We may at any time adjust the Fees, provided that such adjustment reflects objectively justified changes in our costs for personnel, material, hosting, third-party provided services for Iridion or other costs factors. In this case, we will provide you with thirty (30) days prior notice by sending an email to your Customer Contact. If a minimum term was agreed, we shall only increase the Fees once the first twelve (12) months of such a minimum term have expired.

6.2

If you do not want to accept the adjustment, you may extraordinarily terminate (außerordentliche Ku?ndigung) your subscription to Iridion with effect as of the date the adjustment becomes effective. In this case, you will send us a written notice, e.g. through the Customer Contact.
If the change to the Fees is mandatory for us because of Applicable Laws, e.g. due to a change in taxes, we will still inform you of the changes, but you will not have the right for extraordinary termination.

6.3

We may, at any time, add features and functionalities to Iridion that we may make available only for additional fees.

Service Level Agreement for Iridion

Version 1.0, as of 15 March 2016

1. Definitions

In addition to the terms defined elsewhere in the Agreement, the following definitions apply:

2. Availability of Iridion

2.1 General

We will use commercially reasonable efforts to provide Iridion with 99.9% Availability, except for Downtimes within the scope of the following exclusions:
a) Scheduled Maintenance
This is Downtime scheduled in advance to install bug-fixes, updates, and to conduct other maintenance work. Scheduled Maintenance will, in general, be done outside times of peak use of Iridion. You will be notified about Scheduled Maintenance in text-form at least two (2) days in advance.
b) Emergency Maintenance
In urgent cases, Downtime may be scheduled immediately if it is required to prevent or avoid damages, or to install bug-fixes which cannot be delayed until the next Scheduled Maintenance period, e.g. a security fix for a vulnerability that is considered to be “high”. We will attempt to notify you, but a shorter notice period than for Scheduled Maintenance may apply.
c) Availability Exceptions
These are Downtimes caused by:

Also excluded are any downtimes affecting Iridion User accounts that were not subject to a paid-for Service Package, such as free Service Packages and trial uses.

3. Support for Iridion Users

3.1 We provide the following support to Iridion Users:

Service requests to the User Help Desk can be submitted by using the internal chat functionality, or
by e-mail.

4 Payment

The settlement of the website via credit card takes place:

HUELLEMANN & STRAUSS ONLINESERVICES S.à r.l.
1, Place du Marché
L-6755 Grevenmacher
R.C.S. Luxembourg B 144133
E-Mail: info @ hso-services.com

CEO:
Heiko Strauß
Ramona Spies