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Terms of use

These schedulR 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 “schedulR” platform and related services (schedulR). By clicking to accept these Terms of Use or by using schedulR, 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

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

2. schedulR

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

2.2. schedulR is a platform that connects listed companies with investors. It 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 their respective events (Investors, Corporates and Partners are also individually or collectively referred to herein as Customers). It also allows Investors to ask for or accept invitations to such events. The information provided on the Website further specifies the purposes and intended use of schedulR. Customer agrees that Interaction Partner may modify such information at any time.

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

2.4. Interaction Partners may engage subcontractors such as web and application hosting providers or other third parties to provide schedulR 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 for Customer’s own business purposes in accordance with the purposes and intended use of schedulR, 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 made available to Customer on the Website.

4. Use Restrictions

4.1. Copyright and other intellectual property laws protect schedulR. Interaction Partners reserves all rights not expressly granted under these Terms of Use. Nothing in these Terms of Use shall be construed to impair, preclude or prohibit Interaction Partners from continuing to develop, use or commercialize schedulR.

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

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

5. Term and Termination

5.1. These Terms of Use shall be effective as of the date Customer clicks to accept the Terms of Use of Use and shall remain in force and effect while Customer uses schedulR or until Interaction Partners revokes Customer’s Right of Use pursuant to Clauses 4.3. or 7.3. or withdraws schedulR in accordance with Clause 2.3. (Term).

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

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

6. Limited Warranty

6.1. Interaction Partners warrants that the version of schedulR made available on the Website at any time will perform substantially as described on the Website. At any time during Customer’s access and use of schedulR, this warranty refers to the version of schedulR currently made available on the Website.

6.2. In the event of a breach of the warranty pursuant to Section 6.1., 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 that causes the failure or replace the current version of schedulR with a new version.

6.3. 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 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 that causes the breach. If neither of the foregoing is a suitable means to allow Customer to continue to access and use schedulR, Interaction Partners may withdraw schedulR immediately.

6.4. The preceding warranties (Sections 6.1.–6.3.) are the exclusive warranties that Interaction Partners provides in relation to schedulR; 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. Interaction Partners does not warrant uninterrupted or failure-free availability of schedulR, or that Interaction Partners will remove all failures. In addition, Interaction Partners disclaims any warranties of merchantability and fitness of schedulR 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 meets Customer’s requirements. The foregoing exclusions and disclaimers shall apply to the maximum extent permitted by applicable law.

7. Customer Contributions

7.1. schedulR may allow Customer (as Corporate, Investor or Partner) to post, display, transmit, perform, publish, distribute, or otherwise process posted, displayed, transmitted, performed, published, stored, distributed or make available text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material, including without limitation information about events, or Corporate profiles or Investor profiles created and made available on schedulR (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 the 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.

7.3. Interaction Partners may suspend or limit Customer’s access to and use of schedulR during any breach of Customers representations and warranties set out in Clause 7.2.. Further, Interaction Partner reserves the right to revoke Customer’s Right of Use in the event of Customer’s continued breach of Customers representations and warranties set out in Clause 7.2., provided Customer fails to remedy such breach within ten (10) days of receipt of Interaction Partners’ non-compliance notice.

8. Indemnification by Customer

Customer agrees to diligently defend, and to hold harmless and indemnify Interaction Partners, and it 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 7. (Customer Contributions).

9. Limitation of Liability

9.1. 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 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 willful misconduct or gross negligence.

9.2. 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.

9.3. Solely Corporates or, as applicable, Partners are responsible for Customer Contributions made available to Investors by any means in connection with their use of schedulR. Interaction Partners will not check the accuracy or completeness 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.

10. Miscellaneous Terms

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

10.2. 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.

10.3. 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.

10.4. 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.

10.5. 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.

10.6. 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.

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

Version: 4 November, 2020.