Legal Center
Terms of Use of OKOMO
Terms of Use OKOMO AG
Status August 2023
Preamble
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the Terms then you may not access the Service. OKOMO may unilaterally modify these Terms of Use or its policies at any time and will notify Customer via the email address on file in the Account (as defined below) or via a pop-up on the Website, as determined by OKOMO in its sole discretion. Such changes will become effective on the Update Date. In the event that such changes are not required by law and Customer disagrees therewith, Customer shall notify OKOMO in writing of its objection within ten (10) days of receipt of the notice provided pursuant to this provision. Any use of the Services after the update date shall be deemed to constitute Customer’s consent to such updates to the Terms of Use and/or the Policies, as applicable.
Capitalized terms used herein shall have the meanings assigned to them in Section 1. Definitions.
1. Definitions
1.1. The definitions and rules of interpretation in this clause apply in these conditions
“Account” means the account established by OKOMO and associated with Customer and the Services provided to Customer under the Agreement.
“Administrator” means the person(s) of Customer’s organization who is provided by OKOMO’s systems with appropriate rights in relation to the Services; who is responsible for the administration and management of the Accounts; and who has access to certain related functionality.
“Affiliate” means any entity existing from time to time that is directly or indirectly controlled by, directly or indirectly controls, or is under common control with, the applicable entity.
"Agreement" means the contractual agreement entered between the Customer and OKOMO made of these Terms, the Order Form and other policies of OKOMO available at www.okomo.com/en/legal when a Purchase is made.
“AUP” means the Appropriate Use Policy for the Services available at www.okomo.com/en/legal.
“Communication Channel” means Customer’s websites, applications or other offerings owned and operated by (or for the benefit of) Customer and through which Customer uses the Services to interact with End Users.
"Confidential Information" means proprietary information, such as code, inventions, know-how, business, technical and financial information, disclosed or made available to OKOMO or Customer during the term of the Agreement, provided that it is marked as confidential at the time of disclosure or should reasonably be known to be confidential or proprietary based on the nature of the information disclosed and the circumstances of disclosure.
“Customer” means, in the case of an individual accepting the Agreement on his or her own behalf, such individual, or, in the case of an individual accepting the Agreement on behalf of a company or other legal entity or legal community, the company or other legal entity or legal community on whose behalf such individual accepts the Agreement, and Affiliates of such company or legal entity or legal community (so long as they remain Affiliates) that have completed Purchases and/or Order Forms.
“Customer Data” means the content of the credentials, text messages, shared files and/or other communications stored or processed through the Services under the Agreement.
“Customer Property” means Customer’s websites, apps or other offerings that are owned and operated by (or for the benefit of) Customer and through which Customer uses the Services to communicate between Users and/or End Users.
"Disclosing Party" means the party (Customer or OKOMO), sharing Confidential Information with the other party (Customer or OKOMO).
“Documentation” means all technical user documentation provided to Customer in connection with the Services.
“End User” means a stakeholder group associated with Customer and/or its Users that uses the Services and communicates with Customer and/or its Users through the Services.
“Fees” means, collectively, variable and fixed usage fees and all other applicable fees and charges in connection with the Services that are invoiced by OKOMO to the Customer or withheld from Processed Revenue.
“Intellectual Property” means all intellectual property and technology, regardless of form, including without limitation: (a) published and unpublished copyrighted works; (b) inventions and discoveries, including but not limited to business methods, compositions of matter, methods and processes, and new uses for any of the foregoing; (c) words, names, symbols, devices, designs and other designations, and combinations of the foregoing, used to identify or distinguish a business, good, group, product or service or to indicate a form of certification; (d) information that is not generally known or readily ascertainable by appropriate means, whether tangible or intangible; and (e) computer programs, operating systems, applications, firmware and other code, including all source code, object code, application programming interfaces, data files, databases, logs, specifications and other documentation thereof.
“License” means any of the licenses provided to Customer, the features of which may be listed on the Website and which Customer may select by executing the Order Form. Free trial versions shall also be considered a License in this context.
“License Term” means, collectively, the initial duration of the license and any renewed duration of a License.
"OKOMO" means OKOMO AG, a Swiss corporation with its registered office in 8832 Wollerau (Switzerland) registered in the Schwyz Commercial Register under company identification number CHE-328.837. 288.
“OKOMO App” means any mobile application or desktop client software included in the Services and provided by OKOMO.
“OKOMO Code” means a specific JavaScript code (software development kits (SDKs) or other code) for the use of the Services in the Communication Channel provided by OKOMO.
“OKOMO Pay” means the collection by OKOMO of the Processed Revenue from End User on behalf of the Customer in exchange for a Fee.
“Order Form” means the document in the form of a quotation or online form between Customer and OKOMO that offsets certain fees, selected licenses, Services, terms and other material terms.
"Privacy Policy" means the privacy policy implemented by OKOMO in providing the Services and available at www.okomo.com/en/privacy-policy.
"Processed Revenue" means the revenue collected by OKOMO on behalf of Customer from the End User through Services.
“Purchase” means an order for Services of OKOMO materialized in an Order Form issued by OKOMO and signed physically or electronically by the Customer.
"Receiving Party" means the party (Customer or OKOMO), receiving Confidential Information from the other party (Customer or OKOMO).
“Services” means all online communication services provided by OKOMO to Customer as software as a service applications, including but not limited to meeting booking (calendar), written chat, direct file transfer, audio and video calling, the collection of revenue by OKOMO on behalf of Customer, consulting and advisory services, including all enhancements, modifications, extensions, bug fixes, updates, upgrades and versions.
“Start Date” means the date on which Services are owed to Customer by OKOMO.
"Terms" refers to these Terms of Use.
“Trial License” means a free access or trial, demo or evaluation license of the Services
"Trial Term" means the duration of a Trial License provided to Customer during which Customer may use the Services for no or limited Fees.
"Update date" means ten (10) days after notification to Customer of an update to the Terms.
“User” means Customer, an employee, consultant or contractor of Customer, Affiliates and their employees and contractors, or any other person using the Services through Customer’s Account, without any specific administrative or management rights of the Account being associated therewith.
“Website” means the website that is accessible via okomo.com.
1.2. Use of singular and plural
Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
2. Services of OKOMO
2.1. Description of the Services
OKOMO provides, for commercial purposes only, a cloud-based live communication solution that enables Users to interact with End Users via a variety of communication channels (audio, video, chat, screen broadcast and appointment setting) within and by means of Communication Channel. Customer may customize and adapt the Services to the extent provided by OKOMO, export Customer Data and usage reports from the Services, and use purpose-built integrations to certain third-party platforms, if any.
The Services also include the OKOMO Code used in the Customer’s Communication Channel to use and enable the Services.
If activated by Customer, OKOMO may collect Processed Revenue from End Users on behalf of Customer. This service is referred to as OKOMO Pay. Customer will be able to define commercial offers sold to End Users via Services (e.g. offers for services provided by a User to an End User through online communication channels). OKOMO will collect the payment from the End User for said offers and transfer the revenues to Customer, withholding a service Fee as set forth in the Order Form.
2.2. Provision of the Services
Each of the Services is provided on a subscription basis for a fixed duration specified on the Order Form (each, the License Term). OKOMO may also provide consulting and advisory Services which the Customer may purchase in connection with the Services via the Order Form and which will subsequently be provided by OKOMO.
2.3. Access to the Services
Customer may access and use the Services for its own commercial purposes only and may access and make the Services available to Users in accordance with the terms and conditions of the Agreement and the usage restrictions set forth in the applicable Order Form. The Customer is prohibited from disclosing logins and/or passwords to third parties or making them available to third parties who are not Users.
Customer will not allow any License to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Services, and/or the Documentation.
Each User shall keep a secure password for his or her use of the Services and the Documentation and each User shall keep his or her password confidential.
2.4. OKOMO apps
To the extent that OKOMO provides OKOMO Apps for use with the Services, OKOMO grants to Customer, subject to all of the terms and conditions of the Agreement, a limited, non-transferable, non-sublicensable, non-exclusive license for the purposes of the Agreement to use the object code form of the OKOMO Apps internally during the applicable License Term, but only in connection with Customer’s use of the Services and in accordance with the Documentation and the Agreement. The License shall automatically terminate upon termination (whether ordinary or early) of the Agreement.
2.5. Provision of OKOMO Code
Subject to all terms and conditions of the Agreement, OKOMO grants Customer a limited, non-transferable, non-sublicensable, non-exclusive license for the purposes of the Agreement to copy the OKOMO Code, as provided by OKOMO, onto Customer Property solely in support of Customer’s use of the Services and in accordance with the Documentation and the Agreement. Customer must implement the OKOMO Code on Customer Property to enable the functionality of the Services. Customer will implement all OKOMO Code in strict accordance with the Documentation and other instructions provided by OKOMO. Customer acknowledges that any changes made to Customer Property after the initial implementation of the OKOMO Code may cause the Services to cease to function or to function improperly, and that OKOMO shall have no liability for the effects of any such changes made by Customer. The License will automatically terminate upon termination (regular or early) of the Agreement.
2.6. General limitations of the Services
The Customer is prohibited from: i) making the Services available or accessible to third parties, whether in return for payment or free of charge unless explicitly agreed by OKOMO as part of a distribution arrangement; ii) use the Services to provide any product or service to any third party or incorporate the Services into any product or service for any third party (subject to OKOMO’s separate prior written consent); iii) reconstruct, decompile, disassemble or otherwise similarly attempt to generate or obtain the source code of the Services or any non-public APIs of the Services; iv) copy, modify or create derivative works of the Services or the Documentation; v) remove or obscure any proprietary or other notices contained in the Services (including, without limitation, the designation “Powered by OKOMO” which may appear on Customer Property as part of the provision of the Services or references to reports or data generated by the Services); and vi) publicly disseminate information about the scope of Services and details of the Services.
2.7. Free Trial Licenses
If Customer receives a Trial License, then Customer may use the Services in accordance with the terms of the Agreement for a term as OKOMO may grant. Trial Licenses are permitted solely for Customer’s use in determining whether to purchase a paid license for the Services. Trial Licenses may not include all of the features and functionality accessible as part of a paid License. If Customer does not enter into a paid License, the Agreement and Customer’s right to access and use the Services will terminate at the end of the Trial Term. OKOMO has the right to terminate a trial License at any time without notice or cause. Notwithstanding anything to the contrary in the Agreement, OKOMO shall have no liability, warranty, indemnification, support or other obligations with respect to the provision, availability and operation of the trial License.
2.8. Payment Processing Service Provider
Payment processing services for Customer are provided by Payrexx and are subject to Payrexx’s terms for Merchants available at www.payrexx.com/en/legal/. By using the Processed Revenue Service of OKOMO, Customer agrees to be bound by the Payrexx services agreement, as the same may be modified by Payrexx from time to time. As a condition of OKOMO enabling payment processing services through Payrexx, Customer agrees to provide OKOMO accurate and complete information about Customer and its business, and authorize OKOMO to share it and transaction information related to the use of the Services with Payrexx.
3. Customer obligations and Customer Data
3.1. Customer obligations
Customer is obliged to pay the agreed Fees to OKOMO for the use of the Services.
Customer is solely responsible for the accuracy, content and legality of all Customer Data used by them or the Users and End Users in the context of the use of the Services. Customer is responsible for ensuring that it or the Users or End Users have all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated by the Agreement and that such data does not violate (i) any third party intellectual property or (ii) any applicable laws or (iii) any terms of use, privacy policies or other agreements governing Customer’s properties or accounts on third party platforms. Customer shall indemnify OKOMO for any claims arising from such violations.
Customer is obliged to make the AUP available to Users and End Users in a suitable, downloadable form before they use the Services for the first time and to ensure that Users and End Users comply with them. Customer is fully liable to OKOMO for any violations of the AUP or the Agreement by the Users and End Users. OKOMO also reserves the right to suspend the provision of the Services without compensation or to block or delete access to any or all Accounts, in whole or temporarily, if the use of the Services by the Customer (or the Users or End Users) violates the Agreement or the provisions of the AUP.
3.2. Data Protection
The Privacy Policy applies to the processing of personal data by OKOMO in the course of providing the Services. In the event of any contradictions between the Privacy Policy and the Terms of Use, the latter shall prevail.
Customer shall provide the End User access to its own privacy policy disclosing Customer’s use of OKOMO as a third party tracking technology to collect data about individuals as described in the Agreement. Customer’s privacy policy must disclose how and for what purposes data collected will be used or shared with OKOMO as part of the Services. Customer must also provide clear and comprehensive information to individuals about the storage and access of cookies or other information on individuals’ devices when such activities occur in connection with the Services and in accordance with applicable laws. For clarification: in the relationship between the Customer and OKOMO, the Customer is solely responsible for obtaining the necessary authorizations and consents from the individuals in accordance with all applicable laws. OKOMO recommends that the Customer include in its privacy policy a link to OKOMO's privacy statement available at www.okomo.com/en/privacystatement.
3.3. Rights to Customer Data
As between the parties, Customer retains all right, title and interest (including all intellectual property rights) in and to the Customer Data as provided to OKOMO. Subject to the terms and conditions of the Agreement, Customer hereby grants OKOMO a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works from, and display the Customer Data to the extent necessary to provide the Services to Customer. This right expires when the Customer deletes the Customer Data.
3.4. Storage of Customer Data
OKOMO does not offer an archiving service. OKOMO only agrees not to delete Customer Data prior to the end of the Customer’s respective License Term, reserving in any case the right to delete Customer Data that contradicts the Agreement, that of the AUP or any applicable law. OKOMO expressly disclaims any other obligations with respect to storage.
4. Security
OKOMO undertakes to take reasonable technical and organizational measures to prevent unauthorized access, use, modification or disclosure of Customer Data. However, OKOMO shall not be liable for any damages resulting from transmission errors, unauthorized access by third parties or other causes beyond OKOMO’s control.
5. Third-party platforms and integrations
The Services may support integrations with certain third-party platforms. In order for the Services to communicate and connect with such third-party platforms, Customer may be required to enter third-party platform credentials in order for the Services to access and receive relevant information from such third-party platforms. By enabling use of the Services with a third-party platform, Customer authorizes OKOMO to access Customer’s accounts with such third-party platform for the purposes described in the Agreement. Customer is solely responsible for complying with all relevant terms and conditions of the third-party platforms and maintaining appropriate accounts with the third-party platform providers in good standing. Customer accepts and agrees that OKOMO shall have no liability for third party platforms or Customer Data exported to a third-party platform. OKOMO does not guarantee that the Services will maintain integrations with third party platforms, and OKOMO may disable the Services’ integrations with third party platforms at any time with or without notice to Customer unless otherwise explicitly stipulated in the Agreement.
6. Ownership and Use
The Agreement constitutes a license agreement for access and use of the Services. Customer acknowledges that it is granted only a right to use the Services and that, notwithstanding the use of the words “purchase,” “sale,” or similar terms in the Agreement, no ownership rights are transferred to Customer. To that extent, Customer acknowledges that OKOMO retains all intangible property rights (including all patent, copyright and trademark rights) and all other intangible assets (know-how, data other than Customer Data, trade secrets) in and to the Services and all Documentation, the consulting Services and any related and underlying technology and documentation, and any derivative works, modifications or enhancements to the foregoing, including the incorporation of feedback.
Further, Customer acknowledges that the Services are offered as a hosted online solution and that Customer has no right to receive a copy of the Services, except for the OKOMO Code and the OKOMO Apps in the format provided by OKOMO.
Customer may submit feedback to OKOMO from time to time. OKOMO may freely use or exploit all feedback in connection with the Services.
7. License Term, Fees, Payments and Refunds
7.1. License Term and Renewals
Unless otherwise agreed, the License Term shall be twelve (12) months. Unless otherwise specified on the Order Form, each License Term shall automatically renew for an additional twelve (12) months unless either party gives written or electronic notice of termination by email at least thirty (30) days prior to the expiration of the current License Term. OKOMO shall notify Customer of the automatic renewal of the License or Services within a reasonable period of time prior to the expiration of the License Term.
7.2. Fees, payments and consequences of default
All fees are set forth in the applicable Order Form and are payable by Customer within thirty (30) days from the date of invoice, unless otherwise agreed in the applicable Order Form or directly withheld from the Processed Revenue before transmission to Customer.
Thereafter, the Customer shall be in default without further notice. If payment is not made within a further period of thirty (30) days, OKOMO shall without prejudice to any other rights and remedies of OKOMO:
- be entitled to terminate the Agreement without notice and cease to provide the Services or suspend the provision of the Services (and all related services) until the Fees have been paid in full,
- accrue interest on a daily basis on such due amounts at an annual rate equal to 5% commencing on the due date and continuing until fully paid,
- seek reimbursement of all costs incurred by OKOMO in collecting any late payments or interest, including legal fees, court costs and collection agency fees.
7.3. No Fee refund
In case of provision of an OKOMO Pay Service by OKOMO to the Customer, there shall be no refunds of the invoiced Fee to the Customer should the Customer decide to reimburse the End User for any reason whatsoever.
8. Term and termination
8.1. Fixed Term and Automatic Renewal
The Agreement shall be effective on the Start Date and shall terminate on the date of expiration of the License Term or termination of all License Terms. Unless otherwise specified on the Order Form, the License Term will automatically renew for twelve (12) months unless either party gives written or electronic notice of termination by email at least thirty (30) days prior to the expiration of the current License Term.
8.2. Early Termination for Cause
Either party may terminate the Agreement (including any related Purchases) without notice if the other party (a) fails to cure a material breach of the Agreement within thirty (30) days after written notice (except for the non-payment of fees which is not subject to the thirty (30) days’ notice pursuant to clause 7.2 of these Terms); (b) ceases to operate without a successor; or (c) seeks protection under any bankruptcy, receivership, trust, creditors’ agreement, arrangement or similar proceeding, or if any such proceeding is commenced against such party (and not dismissed within sixty (60) days thereafter).
In addition, OKOMO may terminate the Agreement without compensation and without notice if OKOMO determines (in its sole discretion) that a Customer or User or End User has breached the AUP.
8.3. Effect of Termination
Upon expiration or termination of the Agreement, Customer shall immediately cease all use of and access to all Services and delete (or, upon OKOMO’s first request, return) all copies of the Documentation, all OKOMO access codes, and all other OKOMO confidential information in its possession. Unless the Agreement has been terminated due to a breach by Customer, Customer may retain and use internally copies of all usage reports prepared by OKOMO prior to termination and exported by Customer as part of the Services. Customer acknowledges that after termination, Customer shall have no further access to Customer Data entered into the Services and that OKOMO may at any time delete such data stored by OKOMO that Customer has not requested to be released within 30 days.
Unless an exclusive remedy is specified, the exercise of any remedy by either party under the Agreement, including termination, shall be without prejudice to any other remedy it may have under the Agreement, by law or otherwise.
8.4. Survival of Individual Clauses
The following clauses shall survive termination of the Agreement without restriction or limitation: 2.6 (General Limitations on Services), 3.4 (Retention of Customer Data), 6 (Proprietary Rights and Usage), 7.2 (Fees, Payments and Consequences of Default), 9 (Scope of Liability), 12 (Indemnification), 13 (Confidentiality Agreement) and 15 (Miscellaneous).
9. Scope of liability
OKOMO provides its Services carefully and professionally, but cannot guarantee in particular the uninterrupted availability and faultlessness of its Website or Services or their marketability. To the fullest extent permitted by law, OKOMO disclaims all liability, including without limitation, for any direct or indirect damages, including without limitation, damages in tort, loss of profits, loss of enjoyment, loss of data, or other intangible losses (even if OKOMO has been advised of the possibility of such damages) arising from the unavailability or inability to use the Services or the Website, any unauthorized access to alteration or loss of Customer Data, the disclosure or use of such data by third parties, any statements or behaviour of any third party on or in connection with the Services, any information and results available on the Website and any sites related to it and any documents posted on the Website, any other cause related to the Services or the Website.
Without prejudice to the limitations above, in a case of liability, regardless of the basis of liability, OKOMO’s liability is limited to the amount of the license fees paid by the Customer in the last 12 months before the damage occurred.
Neither party shall be liable to the other for any delay or failure in performing any obligation under the Agreement (other than non-payment of fees pursuant to clause 7.2 of these Terms) if the delay or failure is due to unforeseen events occurring after the signing of the Agreement and beyond the reasonable control of the respective party, such as. e.g., strike, blockade, war, pandemic, acts of terrorism, riot, natural disaster, failure or impairment of power supply or telecommunications or data networks or services, or denial of a license by a governmental authority.
10. Consulting Services
OKOMO will provide professional consulting and advisory Services if purchased in the applicable Order Form. Unless they are provided on a fixed-price basis, Customer will pay OKOMO at the hourly rates set forth in the Order Form for any services provided in excess thereof. Customer shall reimburse OKOMO for reasonable travel and lodging expenses. Customer may use anything provided as part of the consulting Services in support of Customer’s authorized use of the Services and subject to the terms regarding Customer’s rights to use the Services set forth in Section 2 (“OKOMO Services”). However, in doing so, OKOMO shall retain all right, title and interest in and to such work product, code or deliverables and any derivatives, enhancements or modifications thereof created by OKOMO (or its designees).
11. Indemnification
OKOMO will have no responsibility over the nature, quality or compliance of activities provided over the by Customer through the Service. Customer hereby agrees to indemnify and hold harmless OKOMO against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of the Service. Although OKOMO has no obligation to monitor Customer's use of the Service, OKOMO may do so and may prohibit any use of the Service it believes may be (or alleged to be) in violation of the foregoing.
Customer agrees to indemnify and hold OKOMO harmless from any claim or demand made by any third party arising out of Customer’s use of the Services, connection to the Site, breach of the Agreement, or infringement of the rights of other users of the Services. Such indemnification shall include payment of reasonable legal expenses incurred in defending against any such claim. The Customer shall defend any such claim at OKOMO’s first request and at its own cost and risk.
OKOMO shall, as soon as reasonably practicable, (i) notify Customer of such claim, (ii) permit Customer, in its sole discretion, to defend against such claim to the extent not inconsistent with OKOMO’s own legitimate interests, and (iii) agree to settle such claim out of court or in court to the extent not inconsistent with OKOMO’s own legitimate interests in its reasonable judgment.
12. Confidentiality Statement
Each party agrees that all proprietary information, such as code, inventions, know-how, business, technical and financial information, disclosed or made available to it by the Disclosing Party during the term of the Agreement shall constitute Confidential Information of the Disclosing Party, provided that it is marked as confidential at the time of disclosure or should reasonably be known by the Receiving Party to be confidential or proprietary based on the nature of the information disclosed and the circumstances of disclosure (“Confidential Information”). Any OKOMO technology, performance information relating to a Service and the terms of the Agreement shall be deemed to be Confidential Information of OKOMO without any marking or further designation. Except as expressly permitted in the Agreement, Receiving Party shall (1) keep Confidential Information confidential and not disclose it to any third party and (2) not use Confidential Information for any purpose other than the performance of its obligations and exercise of its rights under the Agreement. The Receiving Party shall have the right to disclose Confidential Information to its employees, agents, contractors and other representatives who have a legitimate need to know it provided that such representatives are bound by confidentiality obligations that protect the Disclosing Party no less than this Section 12 and that the Receiving Party remains responsible for such representatives’ compliance with the terms of this Section 12. The Receiving Party’s confidentiality obligations shall not apply to information that (i) was lawfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become publicly known through no fault of the Receiving Party; (iii) was lawfully obtained by the Receiving Party from a third party without breach of a confidentiality obligation; or (iv) was independently developed by employees of the Receiving Party who did not have access to such information. The Receiving Party shall be responsible for proving the existence of any circumstance under (i)-(iv). Receiving Party may make disclosures to the extent required by law or court order, provided that Receiving Party notifies Disclosing Party in advance and cooperates in all efforts to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy and, therefore, upon such disclosure by the Receiving Party, the Disclosing Party shall be entitled to seek equitable remedies in addition to any other remedies to which it may be entitled at law.
13. Co-Marketing
Upon first request by OKOMO, Customer agrees to the issuance of a joint press release regarding the use of the Services to be issued on a mutually agreed upon date or the 90th day of the Start Date, whichever is earlier. Customer also agrees to participate in other appropriate marketing activities that promote the benefits of the Services to other potential customers, and that Customer’s name or company and logo may be used on OKOMO’s website and in OKOMO’s promotional materials. The Customer further agrees that OKOMO may identify the Customer as a customer of OKOMO.
14. Miscellaneous
14.1. Assignment
The Agreement shall bind and inure to the benefit of the permitted successors and assigns of each party. Neither party may assign the Agreement or the entire contractual relationship to any other party without the prior written consent, except that either party may assign the rights and obligations under the Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any transfer or assignment of the Agreement, except as expressly authorized in this Section 14.1, shall be void.
14.2. Severability Clause
If any provision of the Agreement is found to be invalid or illegal in whole or in part, the validity of the remaining provisions shall not be affected thereby. In this case, the provision in question shall be replaced by a valid provision that is as economically equivalent as possible. In the event of loopholes, the above provision shall apply accordingly.
14.3. Additions and waivers
Except as otherwise provided in the Agreement, any amendments and supplements thereto, including this sentence, shall require the written consent of all parties in order to be valid (which consent may be given electronically, e.g. by confirmation in an e-mail or other form verifiable by text). No waiver may be inferred from any conduct or failure to enforce or exercise any rights under the Agreement. No waiver shall be effective unless signed in writing by the party asserting the waiver. No provision outside of the Agreement shall supersede the terms of the Agreement, and any such document referring to the Agreement is for administrative purposes only and shall have no legal effect.
14.4. Communications
Notices between the parties for which the Agreement requires writing shall be in writing by mail or electronically by email. Notices to OKOMO shall be sent to OKOMO AG, Sihleggstrasse 23, 8832 Wollerau, Switzerland or electronically to legal@okomo.com. Notices to the Customer shall be sent to the address and/or e-mail address provided by the Customer in the account.
14.5. Entire agreement
The Agreement constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all prior written and oral agreements and communications with respect to the subject matter hereof. Customer acknowledges that the Services are online products on a subscription basis and that OKOMO may make changes to the Services and update or unilaterally modify related Documentation to improve the Customer experience.
14.6. Subcontractors
OKOMO shall be entitled to use the Services of and permit subcontractors to exercise the rights granted to OKOMO to provide the Services under the Agreement, provided that OKOMO shall remain responsible for (i) such subcontractor’s compliance with the terms of the Agreement and (ii) the overall performance of the Services in accordance with the Agreement.
14.7. Independent Contracting Parties
The parties to the Agreement are independent contractors. No relationship of partnership, joint venture, employment, franchise, agency or simple partnership is hereby created between the parties. Neither party shall have the authority to bind the other party or to incur any obligation on behalf of the other party without the prior written consent of the other party.
15. Applicable law and place of jurisdiction
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by Swiss substantive law (excluding the Vienna Sales Convention (CISG) and its conflict of law provisions).
Any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of Zurich, Switzerland