Adeya’s General Terms and Conditions

1. General Terms and Conditions
These general terms and conditions for (GTC) form together with any signed contract, order form or subscription form referencing these GTC (Order Form), and any schedule thereto (Schedule) a legal agreement (Agreement) between ADEYA SA (CHE-113.723.189), rue Saint-Louis 2, 1110 Morges (Adeya) and any customer of Adeya mentioned in an Order Form (Customer, and together with Adeya, the Parties) in relation to the access to, and use of, the Adeya application available without limitation on public stores (the Application).

1.1 In General
These GTC govern Customer’s rights and obligations with respect to the use of the Application, with the functionalities and modules as specified in the Order Form, and the content displayed on the Application (the Content), including such Content generated through Customer’s use of thereof (the Licensed Products).

1.2 Scope
These GTC do not govern any services Adeya may provide with respect to the Licensed Products under one or more separate agreements, such as support and/or consulting services. If, within the frame of such services, Adeya provides or helps Customer to generate any Content useable in connection with the Application, subject to express agreement to the contrary, such Content shall, however, automatically become part of the Licensed Products governed hereunder.

1.3 Acceptance
By subscribing for the use of the Application, Customer expressly agrees to be bound by the terms hereof. For the avoidance of doubt, any subscription for the use of the Application and/or use of the Licensed Products by any of Customer's employees, agents or representatives, on behalf of Customer, is deemed as acceptance of the terms of these GTC by Customer. If you are subscribing for the use of the Application or using any Licensed Products on behalf of a legal entity, you represent and warrant that you are duly authorised to do so.


2. Right to Access and Use

2.1 In General
Subject to Customer’s compliance with all terms and conditions of these GTC, in particular, subject to its payment of the applicable Fees in accordance with Section 9, Adeya grants to Customer, during the Term, a revocable, non-exclusive and non-transferable right to access and use the Licensed Products, strictly in accordance the documentation provided by Adeya, on its own behalf and for its own benefit.

2.2 Restrictions
Customer shall use the Licensed Products through its own employees, agents and/or duly authorised representatives only having a need to access the Licensed Products (the Authorised Users) and for its own business purposes, and shall take appropriate steps to ensure compliance with the GTC by such Authorised Users. Customer is expressly prohibited from using the Licensed Products on behalf or for the benefit of any third-parties, or to sublicense the Licensed Products to any third parties, without Adeya’s express prior written consent.

2.3 No Delivery
The Licensed Products are provided as a SaaS offering (Software as a Service). Therefore, Adeya shall only grant to Customer a right to access and use the Licensed Products and shall not deliver any copy of the Licensed Products.

3. Credentials

3.1 User Access
The Licensed Products are provided with a limited number of user credentials or accesses as specified in the Order Form, which credentials shall be used by Authorized Users strictly on behalf and for the benefit of Customer.

3.2 Confidentiality
Customer shall be fully responsible for the confidentiality of any user credentials or accesses issued by Adeya and immediately inform Adeya of any loss or unauthorized disclosure of such user credentials or accesses, which shall then be deactivated and replaced by Adeya. Adeya may charge an appropriate fee for the replacement of any user credentials or access. Customer shall further immediately notify Adeya if any named user for whom Adeya has issued user credentials quits Customer’s organization, if and as applicable.

3.3 List
Customer shall maintain an up-to-date list of its Authorized Users, which shall promptly be made available to Adeya upon request.

4. Availability and Maintenance

4.1 Availability of Licensed Products
Adeya shall use reasonable endeavours to maintain the availability of the Licensed Products.

4.2 Maintenance Services
As part of the providing of the Licensed Products, Adeya shall continuously seek to identify and attempt to resolve problems which may negatively affect the proper functioning and availability of the Licensed Products (the Maintenance Services). Such Maintenance Services comprise repairs (rectification of faults and errors to restore functionality) and servicing (maintenance to maintain functionality). Further development, adaptation or improvement of the Licensed Products (evolutive maintenance), as well as Support Services (as per Section 4.4), do not form part of the Maintenance Services.

4.3 Maintenance Windows
Adeya shall inform reasonably in advance Customer if Maintenance Services have to be performed.

4.4 Additional Services
Adeya may agree to provide additional support Services to Customer for the Licensed Products (the Support Services), further customization and/or development services for the Licensed Products, as well as other services, subject to the Parties entering into an ad hoc agreement (which shall not be governed by these GTC) pertaining to such services and payment by customers of the applicable fees).

5. Customer’s Obligations

5.1 Payment of Fees
Customer shall pay the Fees as indicated in the Order Form or by any other appropriate means (e.g. pricing schedules provided to Customer by Adeya) (the Fees), in accordance with the payment terms set forth in Section 9.

5.2 Proper Use
Customer shall – and shall cause its Authorised Users to – comply at all times with all laws and regulations applicable to the use of the Licensed Products, as well as the conditions and limitation of any license or other right granted, as set out in the Agreement or as otherwise specified in writing by Adeya. In particular, Customer or the Authorised Users shall not, without the prior consent of Adeya, and either during or after the Term: (i) abuse the Licensed Products for any illegal purposes (ii) republish or redistribute any Content or material from the Licensed Products; (iii) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Application or of its infrastructure; (iv) make any alteration to the Licensed Products, or insert any malicious software into the Application or its infrastructure ; (v) access the Application's code, attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Application or its infrastructure (vi) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise
commercially exploit, or otherwise make the Licensed Products or any part of their infrastructure available to any third party.

5.3 Export Control
Customer shall not, without Adeya’s prior written consent (i) use the Licensed Products (or any part thereof) or any products, goods or commodities using them for military or similar purposes, or (ii) transfer the Licensed Products (or any part thereof) or any products, goods or commodities using them in a location or in a manner that at the time of use or export requires an authorisation, a license or any other governmental approval, without first obtaining such written authorisation or approval from the competent authority in accordance with applicable law.

5.4 Terms of Use and Privacy Policy
Access to, and use of, the Application is subject to prior acceptance of the privacy policy and the Application's terms of use, in their form available from time to time on the Application (End-user Documentation). Customer shall comply – and shall cause its Authorised Users to comply – with the End-user Documentation. Customer shall further comply with any additional guidelines which may be issued by Adeya in relation to the use of the Licensed Products from time to time.

5.5 Licenses and Authorisation
Customer shall maintain all permits and licenses that are required for it to use the Licensed Products.

5.6 SPoC
Customer shall make available to Adeya a reliable single point of contact (the SPoC) to manage and implement the contractual relationship with Adeya, to provide feedback and up-to-date information on Customer’s business, as may be required by Adeya for providing the Licensed Products and/or services and to ensure effective communication in support of a successful collaboration.

6. Customer Materials

6.1 Customer Materials
Customer shall provide Adeya with all of the documents, information and data required in the Order Form or any subscription form, or as otherwise reasonably required by Adeya (Customer Materials).

6.2 Ownership
As between the Parties, Customer Materials is and shall remain the sole and exclusive property of Customer. Nothing herein shall be construed or interpreted as a transfer of ownership in any Customer Materials to Adeya.

6.3 Use of Customer Materials
Customer grants to Adeya a global, royalty-free, irrevocable, nonexclusive license to use the Customer Materials for the sole and exclusive purpose of providing the Licensed Products and/or other services, including a license to collect, process, store, generate, modify, and transfer the Customer Materials to third parties only to the extent necessary to provide the Licensed Products and/or other related services, as well as to train algorithms using Customer Materials, only to the extent necessary to provide or improve the Licensed Products.

6.4 Warranty
Customer warrants that (i) it has valid grounds and, if required, it has obtained all authorizations and consents for the processing of any Customer Materials within the frame of these GTC and (ii) Customer Materials do not infringe on any law or regulation, these GTC, or any third party rights.

6.5 Return of Customer Materials
Upon termination of expiry of the Agreement, Adeya shall, within reasonable time following a written request by Customer, provide Customer with a final extract of the Customer Materials and permanently delete any copies of such Customer Materials still under its control. In any case, Adeya shall be allowed to permanently delete Customer Materials 60 days after termination or expiry of the Agreement.

7. Adeya Intellectual Property

7.1 Licensed Products
As between Adeya and Customer, Adeya shall remain the sole owner of all rights, title and interest, registered or not, whether arising from Swiss or any other national or international legislation, in copyright, databases, trademark, domain names, designs and patents of invention, know-how, confidentiality and/or business secrets, and all other intellectual property or similar proprietary rights of whatever nature (Intellectual Property Rights) in and to the Licensed
Products, the Application and other services provided in connection therewith, except only for Customer Materials. Nothing in these GTC shall operate any assignment or transfer of any Intellectual Property Rights to Customer.

7.2 Notice of Infringement
Should Customer become aware of any infringement or imminent risk of any infringement of any Intellectual Property Rights pertaining to the Licensed Products, Customer shall immediately inform Adeya and provide all useful information on such infringement or risk of infringement. Adeya shall have the exclusive power to decide on any action to be taken with respect to such infringement or risk of infringement. Customer shall, at its own costs, provide Adeya with all reasonable assistance required by Adeya to protect its Intellectual Property Rights, in accordance with its instructions.

7.3 Intellectual Property Rights Infringement
In the event that Adeya is enjoined from providing the Licensed Products due to any third-party Intellectual Property Rights claims and such injunction is not dissolved within thirty (30) calendar days, or in the event that Customer is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any third-party Intellectual Property Rights due to the use of the Licensed Products as permitted hereunder, then Adeya shall, at its expense: (a) obtain for Customer the right to continue using such Licensed Products; (b) replace or modify such Licensed Products so that they do not infringe upon or misappropriate such Intellectual Property Rights and are free to be used by Customer; or, (c) in the event that Adeya is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Adeya may terminate the Agreement, with immediate effect, reimbursing Customer any prepaid Fees for the period during which the latter is thus unable to use the Licensed Products, as its sole and exclusive remedy.

7.4 Relief
Customer expressly acknowledges that any infringement of Adeya’s Intellectual Property Rights will cause irreparable harm to Adeya, for which monetary damages alone would be inadequate, and that Adeya may thus seek injunctive relief or any other remedy available at law in any jurisdiction, in case of such infringement.

8. Third-Party Content

8.1 In General
The Licensed Products may contain Content and/or software components incorporated into the Licensed Products or provided therewith, developed, distributed and/or licensed by third parties (Third-Party Content). Such Third-Party Content shall be licensed, and Customer shall use such Third-Party Content under, and strictly in accordance with, the applicable terms and conditions by the respective third-party. Adeya shall use its best efforts to identify any Third-Party
Content in the documentation of the Licensed Products.

8.2 OSS
Nothing in these GTC shall restrict, limit or otherwise affect any rights or obligations that Customer may have, or conditions to which Customer may be subject, under any applicable open source license to any open source software which may be incorporated in and/or provided with the Licensed Products.

9. Financial Terms

9.1 Payment
Subscription Fees shall be due and payable in advance, on a yearly basis, and non-refundable in case of termination. Payment of any other additional Fees will be in accordance with the Order Form.

9.2 Taxes and Currency
Fees and rates indicated by Adeya shall be exclusive of all taxes (in particular, VAT) if and as applicable.

9.3 Disbursement
Payment of the Fees shall be made by wire transfer to Adeya’s bank account, as indicated from time to time to Customer.

9.4 Suspension of Services
The continued use of the Licensed Products by Customer is subject to the timely payment of all the Fees. Adeya may temporarily suspend any right to access or use any Licensed Product and/or any user credentials issued to Customer, if applicable, if Customer is in default for payment of any Fees due.

9.5 Changes
Changes of the Fees and/or the subscription models, if applicable, shall become effective as of the next Renewal Term, subject to a prior written notice of 1 month by Adeya.

10. Data Protection

10.1 Usage Data
For the purpose of providing the Licensed Products and/or related services, Adeya may collect and process data or information (i) collected, processed, developed, produced or obtained from cookies or other tracking and analytics technology present on the Application (including any data related to user traffic), (ii) relating to Customer’s or Authorised Users’ access to and use the Licensed Products, including notably the number and duration of visits to the Content, and (iii) provided that reasonable effort is taken to suppress any reference to Customer, any inputs of Authorised Users (including forms filled) (Usage Data). Adeya reserves the right to process anonymised Usage Data for analytical or statistical purposes.

10.2 Customer Personal Data
If the provision of the Licensed Products or other related services implies the processing by Adeya of (i) any personal data forwarded by Customer or of Customer's Authorised Users (Customer Personal Data), in particular as part of Customer Materials, or (ii) personal data relating to Usage Data (Usage Personal Data); Adeya and Customer shall fully comply with their respective obligations under applicable data protection laws and regulations.

10.3. Customer Data
Adeya shall process Customer Personal Data, as data processor of Customer, acting as data controller, and the Parties shall comply with the terms of the Data Protection Annex to these GTC.

10.4 Usage Personal Data
Adeya shall process Usage Personal Data as sole data controller thereof. Adeya shall suppress any reference to identified individuals from Usage Data. Usage Data may be transferred to and processed on servers located outside of its jurisdiction. Requests, investigations, or actions relating to Usage Personal Data shall be addressed by Adeya only.

11. Confidentiality

11.1 Definition
Confidential Information shall mean any information disclosed by either Party (as the context requires, the Disclosing Party) to the other (as the context requires, the Receiving Party), either directly or indirectly, in writing, orally, or by inspection of tangible objects that is designated as “confidential”, “proprietary”, or some similar designation or can reasonably be considered of confidential nature. Confidential Information includes the content of the Agreement, (but not the fact that the Parties are collaborating), all information about the Disclosing Party’s business and operations, and more generally all information relating to or owned or controlled by the Disclosing Party of which the Receiving Party shall acquire knowledge in the performance of their agreement. The Licensed Products and other services shall be deemed Confidential Information and the property of Adeya only, Adeya acting as Disclosing Party in relation to such data. Confidential Information shall not, however, include any information which: (i) was made public without restriction prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known without restriction after disclosure by
the Disclosing Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files, records, and/or other competent evidence immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by the Receiving Party’s records.

11.2 Obligation of Confidentiality
The Receiving Party shall not, and shall cause its employees and representatives not to (a) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential Information of the Disclosing Party, except to its employees, agents, or subcontractors having a legitimate need to know such Confidential Information for the performance of the Receiving Party’s obligations under the Agreement (and only to such extent), and/or (b) use, reproduce, or copy any Confidential Information of the Disclosing Party, except as necessary to perform its obligations hereunder.

11.3 Ownership
All Confidential Information shall remain the Disclosing Party’s property and all documents, electronic media, and other tangible items or portions thereof, which contain Confidential Information of the Disclosing Party will be delivered to the Disclosing Party promptly upon the Disclosing Party’s written request.

11.4 Cooperation and Assistance
Each Party shall use its best efforts to assist the other Party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each Party shall advise the other Party immediately in the event either Party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to breach confidentiality and each Party shall cooperate with the other Party in seeking injunctive or other equitable relief against any such person.

11.5 Compliance
Nothing contained in the Agreement shall prevent Adeya or Customer from complying with applicable laws. The Receiving Party may disclose Confidential Information of the Disclosing Party in connection with subpoenas, court orders, other legal processes, or as otherwise required by law, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the Confidential Information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement.

11.6 Reliefs
Customer acknowledges that breach of its obligation of confidentiality may give rise to irreparable harm to Adeya, which might not be adequately compensated in the form of monetary damages. Accordingly, Adeya may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, in contract or at law.

12. Advertising and Publicity
Adeya may refer to Customer as a customer of Adeya for the Licensed Products and/or the Application and Customer grants to Adeya a limited license to use its name, logos and trademarks for the sole purpose of referring to it within the frame of its marketing activities.

13. Limited Warranty

13.1 As-Is
The Licensed Products and any related services are provided AS IS and AS AVAILABLE. To the maximum extent permitted by applicable law, Adeya disclaims all warranties with respect to the Licensed Products or other services, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, quiet enjoyment and noninfringement of third-party rights.

13.2 Exclusions
In particular, Adeya does neither represent nor warrant that the Licensed Products or related services shall meet Customer’s requirements, that the operation of the Application will be uninterrupted or error-free, that the Content will be error-free, that any errors in the Licensed Products will be corrected, that it will ensure continued compatibility of the Licensed Products with any third-party products, even if they were compatible at any given moment, that the Licensed Products will always be available and remain available unchanged or that certain subscription models for the Licensed Products available at any given moment will remain available for renewal at the end of the applicable subscription period. The use of the Licensed Products is entirely at Customer’s own risk, and Adeya expressly disclaims any warranties regarding Customer’s use thereof and/or any decisions taken by Customer based on the insights gained from its use of the Licensed Products.

14. Limited Liability

14.1 Limited Liability
Adeya’s liability under the Agreement, whether in contract, tort or any other theory of liability, shall be excluded to the maximum extent permitted under applicable law.

14.2 Disclaimer
In particular, without prejudice to the generality of the foregoing, to the extent permitted under applicable law, Adeya disclaims any liability for simple negligence as well as for any damages or losses, whether foreseen or foreseeable, or whether Adeya has been advised of the risk thereof, related to the loss of use, interruption of business, loss of actual or anticipated profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill, loss of reputation, loss of, damage to or corruption of data, or any other indirect, special, incidental, exemplary, or consequential damages or losses of any kind, regardless of the form of action, whether in contract, tort, strict liability or otherwise.

14.3 Limited Amount
In no event, Adeya’s total liability during any period of 12 months shall exceed the amount of the Fees actually paid by Customer during the 12 months preceding the events giving rise to Customer’s claims.

14.4 Auxiliaries
The exclusions and limitations under this Section 12 shall extend to Adeya’s directors, officers, employees, agents, representatives and auxiliaries.

15. Indemnification

15.1 Indemnification
Customer shall defend, hold harmless from, and indemnify Adeya, its directors, officers, employees and auxiliaries, as well as its service providers and subcontractors, from and against all liability, loss, cost, damage or expense, including reasonable attorney's fees, resulting from (i) Customer’s use of the Licensed Products other than as permitted under these GTC and strictly in accordance with any documentation provided for the Licensed Products; or (ii) Adeya's use of any Customer Materials as permitted hereunder.

15.2 Indemnification Procedures
In case of any claims or proceedings made against Adeya, its directors, officers, employees or auxiliaries in relation to Customer’s use of the Licensed Products, Adeya shall (i) inform Customer without undue delay; and (ii) allow Customer to assist Adeya in the defense and settlement of such claims or proceedings with a counsel of its choosing and at its own expense, if and as permitted under applicable procedural rules.

16. Term and Termination

16.1 Entry into Force
These GTC shall enter into force upon any of the following events, whichever occurs first: Customer’s subscription for the use of the Application or first use of the Licensed Products.

16.2 Term
The GTC shall remain in effect for the initial term indicated in the Order Form or by any other appropriate means by Adeya, as applicable, and in the absence of a term specified, for an initial duration of 1 year, subject to non-renewal or termination in accordance with this Section 16 (the Initial Term).

16.3 Renewal
Subscriptions shall be automatically renewed upon expiry of the Initial Term, or then current renewed term (each a Renewed Term, and together with the Initial Term, the Term), for consecutive Renewed Term of the same duration as the Initial Term, subject to prior written notice of non-renewal (including by e-mail) by either Party with a 1 month prior notice.

16.4 Termination for Cause
Adeya may terminate the Agreement with immediate effect, in case of any material breach by Customer, provided that, if Customer’s breach may be cured, at Adeya’s sole judgement, Adeya shall first give Customer 20 calendar days’ prior notice written notice (including by e-mail) to cure such breach at Adeya’s entire satisfaction. Adeya may further terminate the Agreement, in case of any infringement of third party rights or risk of infringement of such rights, through Customer’s use of the Licensed Products.

16.5 Effects of Termination
Upon non-renewal or termination of the Agreement, and in addition to the consequences described elsewhere in the GTC:
a) Adeya shall stop providing and Customer shall stop using the Licensed Products and the Application;
b) all rights to use and access granted to Customer hereunder (inter alia under Section 2.1) shall cease. All access to the Licensed Products and credentials shall be deactivated and suppressed;
c) Customer shall permanently delete any part of the Licensed Products stored or installed on its IT systems, if any;
d) Confidential Information shall be returned to the Disclosing Party and/or permanently deleted from any support of the Receiving Party, at the Disclosing Party's option, and Receiving Party shall cease using the Confidential Information; and
e) all Fees already paid by Customer shall remain acquired to Adeya and are not reimbursable to Customer. Customer shall immediately pay all outstanding amounts due to Adeya.

17. Miscellaneous

17.1 Independent Contractors
The Parties acknowledge and agree that they shall be considered as independent contractors with no authority to contract for the other or in any way to bind or to commit the other or in a way to bind or to commit the other to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of the other. Under no circumstances shall either Party, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of the other. Neither Party shall not pay any contributions to social security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship.

17.2 Subcontractors
Adeya may use subcontractors for the providing of the Licensed Products and related services, including, without limitation, for the hosting and maintenance of the Application or the infrastructure on which the Application is hosted. Adeya’s use of subcontractors shall not relieve Adeya of any of its duties or obligations hereunder, which shall be imposed on subcontractors. Customer acknowledges that it shall have no direct claim whatsoever against Adeya's subcontractors in connection with their actions or omission pertaining to the providing of the Licensed Products.

17.3 Force Majeure
Neither Party shall be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control, such as natural catastrophes, war, strikes, black-outs, Internet failure, or similar events. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed Party. However, the delayed Party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. The delayed Party must notify the other Party promptly upon the occurrence of any such event, or performance by the delayed Party will not be considered excused pursuant to this Section, and inform the other Party of its plans to resume performance.

17.4 Amendment
The Order Form may be amended only by written instrument signed by both Parties. Adeya reserves the right to amend these GTC by written notice to Customer at least 1 month prior to the end of the Initial Term or any Renewal Term, in which case Customer's sole remedy shall be to terminate the Agreement in accordance with Section 16.3. In the absence of termination, such amendments shall become effective as of the beginning of the Renewal Term.

17.5 Entire Agreement
The Agreement, its Data Protection Annex and the documents mentioned in Section 5.4 GTC constitute the entire agreement between the Parties and supersede any and all previous representations, understandings, or agreements between them, as to the subject matter hereof.

17.6 Hierarchy
Unless otherwise expressly agreed in writing, in the event of a conflict or contradiction between the provisions of the GTC and those of any other contractual documents such as an Order Form, any Schedule, or the End-user Documentation, the GTC shall take precedence.

17.7 Severability
If any provision of the Agreement is held to be invalid or unenforceable for any reason, the Parties hereby agree to replace such provision with a valid and fully enforceable provision reflecting the original intent of the Parties to the fullest extent possible. In any event, all other provisions of the Agreement shall remain valid and enforceable to the fullest extent possible.

17.8 No Waiver
The failure of either Party at any time to require performance by the other Party of its obligations hereunder shall in no way affect that Party’s right to fully enforce the other Party’s obligations thereafter.

17.9 Assignment
Neither Party shall assign and transfer any or all of its rights and obligations hereunder, in whole or in part, to any third party without the other Party’s prior written consent; provided however, that Adeya may assign and transfer all of its rights and obligations hereunder to any third party acquiring all or substantially all of its business related to the Application or Licensed Products, without Customer’s consent.

17.10 No Third Party Beneficiaries
Except pursuant to Section 15 GTC, this Agreement shall be binding and inure solely to the benefit of the Parties (and their respective lawful successors and assigns). Nothing in the Agreement is intended to or shall confer upon any third party any rights, benefits or remedies of any nature whatsoever under or by reason of these GTC or any Order Form.

18. Governing Law and Jurisdiction

18.1 Governing Law
The Agreement and/or any use of the Licensed Products shall be governed by and construed in accordance with Swiss substantive law, at the exclusion of its conflict of laws provisions.

18.2 Jurisdiction
Any dispute or controversy arising out of or in relation to the Agreement and/or Customer’s use of the Licensed Products shall be subject to the exclusive jurisdiction of the competent courts of the registered seat of Adeya. Notwithstanding the preceding, nothing in these GTC shall prevent Adeya from seeking injunctive relief or any other remedy available at law in any jurisdiction in case of any infringement of its Intellectual Property Rights.