Terms of use

These Terms of Use for schedulR Basic (Terms of Use) constitute a legally binding agreement made between you, whether personally or on behalf of a legal entity, (Customer) and Interaction Partners AG (Interaction Partners; we) concerning Customer’s access and use of the free of charge basic version of the Events and News modules of Interaction Partners’ investor relations platform "schedulR" (schedulR Basic) by corporate and investor customers. By clicking to accept these Terms of Use or by using schedulR Basic, you agree to bind Customer to these Terms of Use. If you do not have the full legal authority to bind Customer to these Terms of Use, please do not click to accept these Terms of Use.

1. Purpose and Scope

1.1. These Terms of Use set out the terms and conditions on which Interaction Partners makes schedulR Basic available to Customer and on which Customer may access and use schedulR Basic.

1.2. These Terms of Use do not apply to the access and use of the full version of the schedulR investor relations platform, which Interaction Partners makes available to corporate customers on the terms of a separate schedulR Services Agreement. The full version of schedulR implements the investor relations CRM module and extended functionality of the Events and News modules. If Customer is a corporate customer and decides to use the full version of schedulR, Customer may request a commercial offer from Interaction Partners, and the terms of the schedulR Services Agreement will govern Customer’s access to and use of schedulR.

2. schedulR Basic

2.1. schedulR Basic consists of elements of the Events and News modules of the schedulR platform. Interaction Partners makes available schedulR Basic for access and use as a web application accessible through websites operated by Interaction Partners (Website). Access and use of schedulR Basic require Customer’s prior registration and acceptance of these Terms of Use.

2.2. The events functionality of schedulR Basic allows corporate customers (Corporates), partners of Interaction Partners, such as investor relations firms and stock exchange operators – e.g. SIX Swiss Exchange AG – (Partners) and Interaction Partners to advertise investor relations events to investor customers (Investors) and to invite Investors to events. It also allows Investors to ask for or accept invitations to such events. The news functionality of schedulR Basic allows Corporates to send corporate news to Investors or to make corporate news available within schedulR Basic for retrieval and re-distribution by Partners – e.g. SIX Swiss Exchange AG.

2.3. Customer agrees that Interaction Partners may modify or withdraw schedulR Basic (or any part thereof) at any time. Modifications of schedulR Basic will replace previous versions of schedulR Basic.

2.4. Interaction Partners may engage subcontractors such as web and application hosting providers or other third parties to provide schedulR Basic or any part thereof. Interaction Partners shall be responsible for their performance, subject to these Terms of Use.

3. Customer’s Right of Use

3.1. Interaction Partners grants Customer a limited, non-exclusive, non-transferable and revocable right to access and use schedulR Basic for Customer’s own business purposes in accordance with the purposes and intended use of schedulR Basic, and strictly in compliance with these Terms of Use (Right of Use).

3.2. At any time, the Right of Use relates to Customer’s access to and use of the most current version of schedulR Basic made available to Customer on the Website.

4. Use Restrictions

4.1. Copyright and other intellectual property laws protect the schedulR platform (including schedulR Basic). Interaction Partners reserves all rights not expressly granted under these Terms of Use. Nothing in these Terms of Use shall be construed to grant Customer any right to access and use the full version of the schedulR platform, or to impair, preclude or prohibit Interaction Partners from continuing to develop, use or commercialize the schedulR platform.

4.2. Customer shall not, and shall not permit any third parties to rent, lease, lend, resell, or transfer schedulR Basic or any part thereof; modify or create derivative works based on schedulR Basic; disassemble, decompile or reverse engineer schedulR Basic; or work around technical limitations of schedulR Basic or security measures incorporated therein; except (in each case) to the extent applicable law permits Customer to do so.

5. Limited Warranty

5.1. Interaction Partners warrants that the version of schedulR Basic made available on the Website at any time will perform substantially as described on the Website.

5.2. In the event of a breach of the warranty pursuant to Section 5.1, Customer’ sole remedy shall be to request, by contacting the helpdesk made available by Interaction Partners that Interaction Partners remove the failure identified and documented by Customer. Customer may contact the helpdesk at support@schedulr.ch. In order to remove the failure, Interaction Partners may correct or replace the part of schedulR Basic that causes the failure or replace the current version of schedulR Basic with a new version.

5.3. Interaction Partners warrants that it has the right to grant the Right of Use granted in these Terms of Use, and that Customer shall have the right to access and use schedulR Basic in accordance with these Terms of Use. In the event of a breach of this warranty, Interaction Partners’ sole obligation shall be, at Interaction Partner’s choice, (i) to procure additional rights to grant the Right of Use to Customer, or (ii) to replace or modify the part of schedulR Basic that causes the breach. If neither of the foregoing is a commercially reasonable means to allow Customer to continue to access and use schedulR Basic, Interaction Partners may withdraw schedulR Basic immediately.

5.4. The preceding warranties (Sections 5.15.3) are the exclusive warranties that Interaction Partners provides in relation to schedulR Basic; they expire upon expiry of the Term for any reason. Interaction Partners expressly excludes all other warranties, representations, guarantees and remedies of any kind, whether express, implied, statutory or otherwise regarding schedulR Basic. Interaction Partners does not warrant uninterrupted or failure-free availability of schedulR Basic, or that Interaction Partners will remove all failures. In addition, Interaction Partners disclaims any warranties of merchantability and fitness of schedulR Basic for a particular purpose that is not in accordance with the purpose referred to on the Website, or any conditions of satisfactory quality or that schedulR Basic meets Customer’s requirements. The foregoing exclusions and disclaimers shall apply to the maximum extent permitted by applicable law.

6. Limitation of Liability

6.1. Interaction Partners’ liability for any damages, whether derived from torts or breaches of contract (Damages) in connection with Customer’s access and use of schedulR Basic shall be limited to the amount of CHF 10,000 (or equivalent) per calendar year. The foregoing limitation shall not apply to Damages caused by unlawful intent or gross negligence.

6.2. To the maximum extent permitted by law, Interaction Partners shall not be liable, in any event, to Customer and its directors, officers, employees, shareholders, affiliates, suppliers, contractors, agents and representatives for any consequential or indirect damages, including without limitation lost profits, loss of use, cost of procurement of substitute goods or services or for any indirect, or punitive or other non-compensatory damages.

6.3. Solely Corporates or, as applicable, Partners are responsible for Customer Contributions made available to Investors (or Partners) by any means in connection with their use of schedulR Basic. Corporates remain responsible for compliance with the laws and regulations that apply to them as listed issuers (including in relation to corporate news communication). Interaction Partners will not check the accuracy, completeness or suitability of Customer Contributions and shall not be obligated to do so. None of the Customer Contributions constitute an offer, a solicitation of an offer or a recommendation by Interaction Partners to buy investment products or enter into transactions of any kind. The Customer Contributions cannot replace consultation with a financial or other independent professional advisor. Interaction Partners disclaims all liability for damages or losses incurred by Investors’ relying on Customer Contributions.

7. Customer Contributions

7.1. schedulR Basic may allow Customer (as Corporate, Investor or Partner) to post, display, transmit, perform, publish, distribute, or otherwise make available text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material, including without limitation information about events, corporate news, or Corporate profiles or Investor profiles created and made available on schedulR Basic (collectively Customer Contributions).

7.2. Customer represents and warrants that, (i) the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of its Customer Contributions do not and will not infringe the proprietary rights, including but not limited to copyright, trademark or personality rights of any third party; and (ii) Customer is the creator and owner of or has the necessary licenses, rights, consents, releases, and permissions to use and to authorize other customers or Interaction Partners and its Partners to use the Customer Contributions in any manner contemplated by the Website or these Terms of Use; (iii) and that the Customer Contributions will not infringe the privacy rights of any third party or (iv) any other applicable law or regulation.

8. Data Protection

8.1. Customer and Interaction Partners shall be individually and separately responsible for complying with data protection laws that apply to their respective processing of personal data in connection with these Terms of Use and their use of schedulR Basic.

8.2. schedulR Basic is a social network of Investors, Corporates and Partners. The entries and profiles of Investors or Corporates made available on schedulR Basic encompass personal data about individual investors or Investors’ and Corporates’ users of schedulR Basic, including information on investment preferences, events that an Investor plans to attend or has attended in the past, and any contact data of Investors, Customers or their respective users. The data subjects provide some of the personal data themselves when using schedulR. Further, Investors, Customers, Partners, Interaction Partners or their respective users enter personal data when using schedulR. Lastly, Interaction Partner receives or collects certain personal data stored and made available on schedulR Basic. Customer acknowledges and accepts that Interaction Partners will use schedulR Basic for its own purposes and is a separate controller in relation to the processing of the aforementioned types of personal data when making available or using schedulR. Please see Investor Partners’ Privacy Policy for details.

9. Suspension, Limitation or Revocation of Right of Use

9.1. Interaction Partners may suspend or limit Customer’s access to and use of schedulR Basic during any breach of Clauses 4.1, 4.2 or 7.2. Further, Interaction Partners reserves the right to revoke Customer’s Right of Use in the event of Customer’s continued breach of Clauses 4.1, 4.2 or 7.2, provided Customer fails to remedy such breach within ten (10) days of receipt of Interaction Partners’ non-compliance notice.

9.2. If Interaction Partners suspends, limits or revokes Customer’s Right of Use for any reason, Customer is prohibited from registering or creating a new user account.

10. Indemnification by Customer

Customer agrees to diligently defend, and to hold harmless and indemnify Interaction Partners, and its directors, officers, employees, shareholders, affiliates, suppliers, contractors, agents and representatives from and against any and all liability, claims lawsuits, losses, demands, damages, costs and expenses, including without limitation attorney’s fees and costs (Losses), arising directly or indirectly from any breach of Customer’s obligations arising from these Terms of Use, including but not limited to Clause 4. (Use Restrictions) and Clause 7 (Customer Contributions).

11. Term and Termination

11.1. These Terms of Use shall be effective as of the date Customer clicks to accept the Terms of Use and shall remain in force and effect while Customer uses schedulR Basic or until Interaction Partners revokes Customer’s Right of Use pursuant to Clause 9.1, or withdraws schedulR Basic in accordance with Clause 2.3 (Term).

11.2. Upon expiry of the Term for any reason, the Rights of Use granted under these Terms of Use expire, and Customer shall cease accessing or using schedulR Basic.

12. Miscellaneous Terms

12.1. Interaction Partners may change these Terms of Use at any time and will notify Customer if it does. Customer’s continued use of schedulR Basic means that Customer agrees to the changes.

12.2. These Terms of Use shall be exclusively governed by and construed in accordance with the laws of Switzerland. Its conflicts of laws rules and the provisions of the U.N. Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

12.3. All disputes arising out of or in connection with these Terms of Use shall be resolved exclusively by the ordinary courts in Zug, Switzerland, without prejudice to Interaction Partners’ right to bring such dispute before a court, which would otherwise have jurisdiction absent this provision.

12.4. Interaction Partners’ failure to exercise, or delay in exercising any right, power or remedy in connection with these Terms of Use shall not in any way constitute a waiver thereof. Any express waiver of any breach of these Terms of Use shall not be deemed a waiver of any subsequent breach.

12.5. If one or more provisions of these Terms of Use should be or become invalid or unenforceable, or should an unintended gap become evident in the implementation thereof, this shall not affect the validity of the remaining provisions. Interaction Partners and Customer shall replace the invalid or unenforceable provision or, respectively, fill the unintended gap with a legally valid and enforceable provision matching the economic purpose of the original provision as closely as possible.

12.6. Interaction Partners and Customer are independent contractors and nothing in these Terms of Use shall be construed as creating a joint venture, employment or agency relationship between Interaction Partners and Customer.

12.7. Customer agrees that it shall not assign these Terms of Use either in whole or in part to any third party.

Version: March 18, 2022.