General Terms and Conditions
1. The Parties and Subject Matter
1.1. THE PARTIES. xorlab AG, a Swiss corporation with its place of business at Binzmühlestrasse 170d, 8050 Zurich, Switzerland (“xorlab”, “We”, “Our”, “Us”) provides professional services in the field of email attack simulations as further specified in the applicable Purchase Order (the “Services”). The Customer as set out in the applicable Purchase Order (“You” or “Your”) wishes to be granted with such Services in order to evaluate the effectiveness of its email security systems (filter, anti-virus, etc.) against current attack methods.
1.2. TECHNICAL REQUIREMENTS. You agree that the Services to be provided under the Agreement between You and Us (each a “Party” and together the “Parties”) are subject to certain technical requirements on Your side which have been discussed and in the applicable Purchase Order agreed by the Parties and that We may not be in a position to provide the Services to You if You do not comply with such technical requirements.
2. The Agreement
2.1. THE AGREEMENT. The Agreement between the Parties consists of the following parts: (i) These general terms and conditions (the “General Terms and Conditions”), (ii) the definitions as set out in the schedule, and (iii) the purchase orders(s) that are agreed between the Parties in writing (the “Purchase Orders”).
2.2. HIERARCHY. In case of discrepancies between provisions of the Agreement, these General Terms and Conditions including the schedule shall prevail over any Purchase Order, unless explicitly otherwise provided in such Purchase Order.
2.3. EXECUTION OF A PURCHASE ORDER. By executing a Purchase Order that references to the Agreement, You agree to the terms of the Agreement. If the individual accepting the Agreement is accepting on behalf of a company or another legal entity, such individual represents and warrants that it has the authority to bind such legal entity to the Agreement.
2.4. ENTIRE AGREEMENT. The Agreement constitutes the entire legal relationship between the Parties concerning the subject matter of the Agreement as well as any rights and obligations, acts and omissions of the Parties connected with the Agreement.
2.5. INTERPRETATION. In the Agreement, unless the context requires otherwise, (i) the headings are inserted for ease of reference only and shall not affect the construction or interpretation of the Agreement, (ii) references to one gender include all genders and (iii) words in the singular shall include the plural and vice versa.
2.6. DEFINITIONS. Capitalized terms in the Agreement will have the meaning given in the Schedule and such capitalized terms may be used in the singular or in the plural, as the context requires.
3. Provision of Services by Us
3.1. THE SERVICES. The Services to be provided by Us are described in the applicable Purchase Order(s) and other parts of the Agreement.
3.2. ADDITIONAL SERVICES. Subject to and under the conditions of the Agreement, You may purchase Additional Services that We will provide to You pursuant to the applicable Purchase Order. Additional Services may be subject to additional terms as specified by Us and shall be Services for the purposes of the Agreement.
3.3. PROVISION OF SERVICES. We will render the Services with due care and shall always comply with the applicable Swiss laws and other rules the Parties may agree in the applicable Purchase Order. You acknowledge and accept that: (i) notwithstanding any other provision of the Agreement We provide the Services on a reasonable effort basis only, unless explicitly otherwise provided in the respective Purchase Order; and (ii) the remedies of You in case of one or several violations of the Agreement by Us in providing the Services hereunder are limited to the right to terminate the applicable Purchase Order with immediate effect according to section 13.4 below and to claim for damages in accordance with the Agreement if the respective requirements are fulfilled.
3.4. INFORMATION DUTY. We shall promptly inform You on the progress of the Services upon Your request.
3.5. DOCUMENTATION. In the event no fixed price is agreed We shall document properly the time spent and the material used in connection with the performance of the Services in an activity report which shall be disclosed to You together with the invoice concerning the Services.
3.6. MILESTONES. The milestones as agreed in the applicable Purchase Order, if any, are not binding, but estimations only.
3.7. COMPLETION OF THE SERVICES. We shall inform You within five calendar days after the completion of the Services.
3.8. THIRD PARTIES. We are entitled to consult third parties (including but not limited to sub-processors) in order to perform Our obligations under the Agreement without Your consent (the “Third Party”), provided that (i) We notify You of any change of a Third Parties and (ii) We ensure that each Third Party enters into a non-disclosure agreement with similar provisions than those set out in the Agreement. Any Third Party set out in the Agreement shall be deemed to be accepted by You.
4. Your Cooperation Obligations
4.1. YOUR MATERIALS. You agree to provide us with access to Your Materials as reasonably necessary for Our provision of the Services. If You do not provide us with timely access to Your Materials, Our performance of Services will be excused until You do so. You retain Your rights in Your Materials, subject to Our ownership of Our technology underlying Your Materials. We will use Your Materials solely for purposes of performing the Services, and other obligation under the Agreement. You represent and warrant that You have all necessary rights in Your Materials to provide them to us for such purposes.
4.2. DUTY TO CO-OPERATE. You shall co-operate with and support Us in performing the Services, and provide any assistance or information as may reasonably be required by Us.
5. Change Requests
5.1. Each of the Parties may ask for change requests in writing (the “Change Request”). In case of a Change Request of You, We shall advise You within 30 calendar days after receipt of the Change Request in writing as to whether or not We are prepared to perform the Change Request and on what terms. You shall then decide within another 30 days as to whether or not the Change Request is to be accomplished.
5.2. Additional Services due to a Change Request shall normally be agreed in a Purchase Order. They shall in any case be agreed in writing and form and integral part of the Agreement. Unless agreed otherwise in writing, We shall continue Our normal scheduled work whilst a proposed Change Request is under review.
6. Fees and Payment
6.1. FEES. You shall pay to Us the fees indicated in the applicable Purchase Order (the “Fees”) as they become due plus all related taxes for the Services to be provided by Us under the Agreement. You shall pay additionally for any Services provided to You by Us that are not covered by the fixed Fees set out in an applicable Purchase Order, provided that such Services have been requested by You (the “Additional Fees”).
6.2. TAXES. The Fees and Additional Fees shall not include VAT, sales tax, or any other taxes which have to be paid by You additionally according to the applicable laws, if any and applicable.
6.3. PAYMENT. You will pay all Fees and Additional Fees in accordance with the applicable Purchase Order by the due dates and in the currency specified in the applicable Purchase Order. If a PO number is required in order for an invoice to be paid, then You must provide such PO number to Us. For Services provided at any non-xorlab location, unless otherwise specified in the applicable Purchase Order, You will reimburse Us for Our pre-approved travel, lodging and meal expenses, which We may charge as incurred. All amounts are non-refundable, non-cancelable and non-creditable unless specifically otherwise provided in the Agreement. You agree that We may bill Your credit card or similar in the context of renewals, additional users, and other services to be provided under the Agreement, and for expenses, and unpaid Fees, as applicable.
6.4. LATE PAYMENT. Without prejudice to any other rights We may have, We shall be entitled to charge You interest at the rate of 5% per annum on any overdue Fees or Additional Fees from the due date until the date of receipt of payment by Us. We may fully or partly suspend or terminate the provision of the Services unless all Fees and Additional Fees are paid timely.
7. Warranties and Disclaimers
7.1. MUTUAL WARRANTIES. Each Party represents and warrants that it has the legal power and authority to enter into the Agreement.
7.2. OUR WARRANTIES. We warrant, for Your benefit only, that We will make commercially reasonable efforts to: (i) provide the Services substantially in accordance with the description of the Agreement and the Documentation, and (ii) provide the Services with due care, skill and ability and in accordance with applicable laws and regulations.
7.3. WARRANTY REMEDIES. In the event that We breach the foregoing warranties and You provide Us with written notice of such breach, Your sole remedy and Our sole obligation shall be one of the following options, such option to be selected by Us in Our sole discretion: (i) to the extent practicable, We may correct any defect or error, provided that such defect or error is correctable; or (ii) We may terminate the applicable Purchase Order and provide You with a pro rata refund of any prepaid, unused Fees for the concerned Services.
7.4. LIMITATIONS. Your rights according to the foregoing provision will be invalid: (i) unless You make a claim within thirty (30) days of the date on which You first noticed the non-conformity, or (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment. The foregoing states Your sole and exclusive remedies, and Our entire liability, for breach of the warranties provided under the Agreement. Any other remedies of You under this section 7 are explicitly excluded.
7.5. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, ALL SERVICES ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY.
7.6. SERVICES DISCLAIMER. You acknowledge that (i) You have been informed by Us about the different attack types and methods which are potentially part of Our Services and that (ii) You have been informed by Us about the potential risks for You arising thereof, (iii) You fully accept the provision of Services by Us and are aware of the potential risks connected therewith and (iv) any liability of Us regarding the Services is excluded to the extent legally possible, provided that we provide the penetration testing and other Services in an ethical manner, and adhering industry practices.
8. Limitation of Liability
8.1. CONSEQUENTIAL DAMAGES WAIVER. NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
8.2. LIABILITY CAP. EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL IN NO EVENT EXCEED 20% OF THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THE APPLICABLE PURCHASE ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
8.3. NATURE OF CLAIMS. The Parties agree that the waivers and limitations specified in this section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose.
9. Indemnification
9.1. OUR INDEMNIFICATION OBLIGATION. Subject to section 9.3 below, We will defend and indemnify You within the liability limitations as set out in the Agreement from any and all claims, demands, suits or proceedings (“Claims”) brought against You by a third party alleging that the Services, as provided by Us to You under the Agreement, infringes any patent, copyright, or trademark or misappropriates any trade secret of any third party (each, an “Infringement Claim”). We will indemnify You within the liability limitations as set out in the Agreement for all damages, costs, reasonable attorneys’ fees finally awarded by a curt of competent jurisdiction or paid to a third party in accordance with a settlement agreement signed by Us, in connection with an Infringement Claim. In the event of any such Infringement Claim, We may, at Our option: (i) obtain the right to permit You to continue using the concerned Services, (ii) modify or replace the relevant portion(s) of the concerned Services with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate the Agreement or the applicable Purchase Order as to the infringing Service and provide you with a pro rata refund of any prepaid, unused Fees for such infringing Service. Notwithstanding the foregoing, We will have no liability for any Infringement Claim of any kind to the extent that it results from: (i) modifications to the Service made by a party other than Us, (ii) the combination of the Services with other products, processes or technologies (where the infringement would have been avoided but for such combination), or (iii) Your use of the Services other than in accordance with the Documentation or the Agreement. The indemnification obligations set forth in this section 9.1 are Our sole and exclusive obligations, and Your sole and exclusive remedies, with respect to infringement or misappropriation of third-party intellectual property rights of any kind.
9.2. YOUR INDEMNIFICATION OBLIGATION. Subject to section 9.3 below, You will defend and indemnify Us within the liability limitations as set out in the Agreement from any and all Claims brought against Us by a third party alleging a violation of a third party’s rights arising from Your Data or Material. You will indemnify Us within the liability limitations as set out in the Agreement for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or paid to a third party in accordance with a settlement agreement signed by You, in connection with such Claims.
9.3 INDEMNITY REQUIREMENTS. The Party seeking indemnity under this section 9 (the "Indemnitee") must give the other party (the "Indemnitor") the following: (i) prompt written notice of any Claim for which the Indemnitee intends to seek indemnity, (ii) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the Claim, at the Indemnitor's sole expense, and (iii) sole control over the defense and settlement of the Claim, provided that the Indemnitee may participate in the defense of the Claim at its sole expense.
10. Security, Data Privacy and Rights in Your Data
10.1. NO ACCESS TO PERSONAL DATA. We do not collect or otherwise process any personal data about You unless you provide us with such personal data. The terms personal data and process shall for the purposes of the Agreement be interpreted according to the applicable data protection laws.
10.2. YOUR DATA. Any data provided to Us by You in connection with the Services or any data We collect or otherwise process in the context of the Agreement shall be and remain Your Data (“Your Data”). You retain all right, title and interest in and to Your Data. Subject to the Agreement, and solely to the extent necessary to provide the Services to You, You grant us a worldwide, non-exclusive license to access, use, process, copy, distribute, perform, export, display and otherwise process Your Data to the extent necessary to perform Our obligations under the Agreement for the term of the Agreement.
10.3. SECURITY. We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure.
10.4. YOUR DATA COMPLIANCE OBLIGATIONS. You and Your use of Our Services, and We, and Our provision of the Services must always comply with the Agreement and all applicable laws. You represent and warrant that: (i) You have obtained all necessary rights and permissions which allows us to perform the Services under the Agreement and (ii) Your Data and Our use according to the Agreement thereof will not violate any applicable laws, any third-party intellectual property, privacy, publicity or other rights, and any of Your or third-party policies or terms governing Your Data.
11. Confidentiality
11.1 CONFIDENTIAL INFORMATION. Except as otherwise set forth in the Agreement, each Party agrees that all code, inventions, know-how and business, Materials, technical and financial information disclosed to the other Party (the “Receiving Party”) by the disclosing party, including but not limited to an Affiliate of such disclosing party (the "Disclosing Party") constitute the confidential property of the Disclosing Party (the “Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our Services and other technology and any performance information relating to the Services shall be deemed Our Confidential Information without any marking or further designation.
11.2. USE OF CONFIDENTIAL INFORMATION. Except as expressly authorized herein, the Receiving Party will (i) hold in confidence and not disclose any Confidential Information to third parties unless otherwise provided in the Agreement and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under the Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this section 11 and that the Receiving Party remains responsible for compliance by them with the terms of this section11.
11.3. EXCEPTIONS. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).
11.4. TERM OF CONFIDENTIALITY. Each Party’s obligations regarding the Confidential Information of the other Party shall continue for a period of ten years after the expiration or termination of the Agreement.
12. Intellectual Property Rights
12.1. INTELLECTUAL PROPERTY RIGHTS. Our Services and Deliverables are made available on a limited access basis only, and no ownership right is conveyed to You, irrespective of the use of terms such as “purchase” or “sale”. We and Our licensors have and retain all right, title and interest, including all intellectual property rights, in and to Our Services and Deliverables, provided that You are herewith granted a non-exclusive and eternal license to use the Deliverables without limitations.
12.2. FEEDBACK. From time to time, You may choose to submit Feedback to Us and herewith transfer any right, title and interest in such Feedback to Us. We may in connection with any of Our products and services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered Your Confidential Information, and nothing in the Agreement limits Our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. Do not provide Us with Feedback unless You agree with this section 12.2
13. Term and Termination
13.1. TERM OF THE AGREEMENT. The Agreement shall take effect at the Starting Date of the first Purchase Order and shall, unless earlier terminated as set forth below, remain in effect until the last Purchase Order has been terminated or expired.
13.2. TERM OF THE PURCHASE ORDERS. Each Purchase Order shall take effect at the Starting Date of such Purchase Order and shall, unless terminated as set forth below or provided otherwise in the Purchase Order, remain in effect until such Purchase Order has expired.
13.3. TERMINATION OF THE AGREEMENT. Each Party may notwithstanding the foregoing provisions terminate the Agreement (including but not limited to any Purchase Order) at any time with immediate effect upon occurrence of the following events concerning the other Party: (i) if bankruptcy or similar events occur, including but not limited to the case of the appointment of a receiver, custodian, trustee, conservator, administrator or liquidator or any other officer with similar powers for a Party; or (ii) in case of ceasing of business, winding up or liquidation of a Party saves for the purposes of corporate reconstruction.
13.4. TERMINATION OF PURCHASE ORDERS. Each Party may notwithstanding the foregoing provisions terminate the concerned Purchase Order at any time with immediate effect upon occurrence of the following events: (i) in case the other Party is in material default regarding its obligations under the concerned Purchase Order and has not cured such material default within thirty (30) days after receipt of a written notice of the other Party; (ii) or if a termination is explicitly allowed according to the Agreement.
13.5. Effects of Termination. Upon any expiration or termination of the Agreement, each of the Parties shall delete all Confidential Information or other materials of the Disclosing Party in the Receiving Party’s possession. The Receiving Parties will certify such deletion upon the Disclosing Party’s request. Any termination or expiration of the Agreement shall not relieve either Party of its respective obligations to the other hereunder that arose prior to the effective date of termination. Notwithstanding anything herein to the contrary, all sections of the Agreement that, by their nature, should survive termination or expiration of the Agreement will survive, including without limitation, accrued rights to payment, ownership, indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
14. Marketing Rights
14.1. PRESS RELEASES. You grant Us Your consent to publish press releases concerning the entry into the Agreement, provided that You will be given the opportunity to approve the content of such press releases.
14.2. USE OF NAME AND LOGO. Either Party may use the other Party's name and logo for its websites and inclusion in its customer or supplier lists and in its promotional, marketing and investment materials, without the prior consent of the other Party.
14.3. CASE STUDY. Where agreed in the applicable Purchase Order, You agree to support Us in producing a case study. In such a case You further agree to be available for a reasonable number of reference calls and potential customer visits and agree to a minimum of four (4) visits of potential customers per calendar year, unless otherwise provided in the applicable Purchase Order.
15. Miscellaneous
15.1. NOTICES. Any notice under the Agreement must be given in writing, including emails and other electronic messages. You may either provide notice to Us by post to xorlab AG, Binzmühlestrasse 170d, 8050 Zurich, Switzerland or by email to support@xorlab.ch. Your notices to us will be deemed given upon receipt or – in case of emails – upon reply or confirmation by email. Termination notices regarding the Agreement must notwithstanding the foregoing sentence be provided by letter.
15.2. RIGHT TO OFFSET. Except as otherwise provided in the Agreement, the Parties agree that, in the event of any disputed or unresolved claim, debt or obligation, any and all rights to set-off and/or rights to retain funds are expressly waived.
15.3. AMENDMENTS AND MODIFICATIONS. No amendment or modification of the Agreement shall be valid or binding on the Parties unless made in writing. This shall also apply to the foregoing sentence.
15.4. FORCE MAJEURE. Neither Party will be liable to the other for any delay or failure to perform any obligation under the Agreement (except for a failure to pay Fees) if the delay or failure is due to events which are beyond the reasonable control of such Party, such as a strike, blockade, war, pandemic, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
15.5. ASSIGNMENT. No Party shall assign its rights and obligations under the Agreement without the other Party's prior written consent.
15.6. SEVERABILITY; MODIFICATIONS; WAIVER. If any provision of the Agreement is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of the Agreement shall remain in full force and effect. Any amendments or other changes to the Agreement must be executed in writing, including emails and other electronic messages, by an authorized representative of each Party. A waiver of any breach or default under the Agreement shall not constitute a waiver of any other subsequent breach or default.
15.7. INDEPENDENT CONTRACTORS. The Parties are independent contractors. The Agreement will not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give either Party the express or implied right, power or authority to create any duty or obligation of the other Party.
16. Governing Law and Dispute Resolution
16.1. INFORMAL RESOLUTION. In the event of any controversy or claim arising out of or relating to the Agreement, the Parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both Parties. If the Parties do not reach settlement within a period of sixty days, either party may pursue relief as may be available under the Agreement pursuant to section 16.2 below. All negotiations pursuant to this section 16.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
16.2. GOVERNING LAW; JURISDICTION. The Agreement shall be governed by and construed in accordance with the laws of Switzerland. The governing laws are exclusive of any provisions of the United Nations Convention on Contracts for Sale of Goods, including any applicable amendments, and without regard to principles of conflicts of law. The courts of Zurich, Switzerland, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Agreement.
16.3. INJUNCTIVE RELIEF; ENFORCEMENT. Notwithstanding the provisions of sections 16.1 and 16.2 above, nothing in the Agreement will prevent the Parties from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
Schedule
Definitions
Unless otherwise defined in the Agreement, capitalized terms will have the meaning given below and such capitalized terms may be used in the singular or in the plural, as the context requires.
“Additional Fees” means the additional fees as set out in section 6.1 above.
“Additional Services” means additional paid support or other professional services related to the Service We provide to You under the Agreement as originally agreed in the applicable Purchase Order.
"Affiliate" means legal entities controlling, or under the control of, or under common control with, a third party or parties. The term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise, but, in any event, the holding of more than 50% of the votes of the ordinary share capital or the power to nominate a majority of the members of the board of directors of an entity shall be deemed to control such legal entity.
“Change Request” means the change request as further described in section 5 above.
“Claims” mean the claims as further described in section 9.1 above.
“Confidential Information” has the meaning set out in section 11.1 above.
“Customer” has the meaning set out on in section 1.1 above.
“Deliverables” means any materials, deliverables, modifications, derivative works or developments that We provide in connection with any Services.
“Disclosing Party” has the meaning set out in section 11.1 above.
“Documentation” means Our standard published documentation for the Services, currently located at docs.xorlab.com, release notes and technical manuals. Documentation may also be delivered in a text file or in printed form.
“Feedback” means comments, questions, ideas, suggestions or other feedback relating to the Services.
“Fees” are the fees as further defined in section 6.1 above.
“General Terms and Conditions” mean the general terms and conditions to which this schedule is attached.
“Indemnitee” has the meaning set out in section 9.3 above.
“Indemnitor” has the meaning set out in section 9.3 above.
“Intellectual Property Rights” means intellectual property rights including without limitation rights in patents, trademarks, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights.
“Materials” means materials, systems, or other resources provided by You to Us.
“Party” and “Parties” have the meaning set out in section 1.2 above.
“Purchase Order” has the meaning set out in section 2.1 above.
“Receiving Party” has the meaning set out in section 11.1 above.
“Services” means the services provided to You under the Agreement.
“Starting Date” shall be defined in the applicable Purchase Order and indicate the starting date regarding the provision of the Services by Us according to the applicable Purchase Order.
“Third Party” has the meaning set out in section 3.8 above.
“Your Data” means the data and information as further defined in section 10.2 above.
“xorlab” has the meaning set out in section 1.1 above.