Terms and conditions

1.    Subject of the contract – Software as a Service (SaaS)

1. Imnoo provides SaaS services in the field of business software that it makes available to its customers via the Internet.
2. The subject of these terms of use is:
   1. access to Imnoo software by the customer and
   2. the storage (data hosting) and analysis of customer data by Imnoo.

2.    Software

1. The following services (“software”) are covered by these terms of use:
   1. Imnoo Starter
   2. Imnoo Basic
   3. Imnoo Pro
   4. Imnoo Enterprise

Imnoo can make documentation on the software or individual components (“documentation”) accessible to the customer on its website or otherwise.

2. The current range of functions results from the description of services on the Imnoo website. Imnoo is constantly developing the software and will improve it if possible through patches, updates and upgrades. The customer acknowledges and acknowledges that Imnoo can stop the improvement and further development at any time and that he has no right to patches, updates or upgrades.
3. Imnoo can offer the customer various additional packages (“add-ons”) in addition to the software in accordance with section 2.1. Such add-ons can, in particular, enable integration into third-party software. If access rights are required for the use of such an add-on, by ordering the add-on the customer expressly agrees to grant all necessary access rights.
4. Imnoo can provide the customer with an interface for communication with third party software (“API”). Regardless of any assurances to the contrary, Imnoo has the right to partially or completely prevent access to this interface at any time for an important reason. An important reason exists in particular if competitors or for Imnoo competitors migrate data in an inappropriate manner via the interface or the infrastructure is overloaded by inquiries via this interface.
5. The customer acknowledges and acknowledges that Imnoo can reduce the range of functions, add-ons and APIs in accordance with Section 7.3 or only make certain functions that were previously made available free of charge accessible against additional payment.
6. Imnoo can, at its own discretion, make additional software, functionalities or add-ons available to customers free of charge or against additional payment.

3.    Right to use the software

1. Imnoo grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the latest version of the Software via the Internet and any documentation in accordance with these Terms of Use by an agreed number of individualized users (“Users”) for the duration of his/her subscription and subject to compliance with these Terms of Use, in particular payment of the fee.
2. For this purpose, Imnoo stores the software on a server and provides the customer with a login screen, which allows users to register with their details and generate a login with their own access data (e.g. e-mail and password).
3. The number of authorized users for the respective software is determined by the subscription that the customer has purchased from Imnoo via its website or by other agreement.
4. The customer is not entitled to have the same login used by different users and must instruct the users accordingly. He/She must inform Imnoo immediately of any unauthorized use of logins or other attacks on security. In such cases, Imnoo will immediately block the login and let the concerned user generate a new one in agreement with the customer.
5. Imnoo reserves all rights not expressly granted to the customer in these Terms of Use. The customer may only use the software and documentation in the manner permitted by these Terms of Use and, in particular, may not attempt to determine the program logic of the software or its source code. He/She may not reproduce, edit or adapt the software or documentation or create second-hand works. He/She may not store the software or its components except where this is indispensable for use in accordance with these Terms of Use (e.g. temporary storage of parts of the software in the random access memory). He/She may also not enable or instruct third parties to perform any action not permitted to him/her under these Terms of Use. Furthermore, the customer shall not be entitled to make this software available to third parties, whether for payment or free of charge, or to grant them access to it. The Customer shall be liable for any damage or loss incurred by Imnoo as a result of a breach of its obligations under this clause 3.5.

4.    Data-Hosting

1. Within the scope of and for the use of the software according to clauses 2 and 3 above, Imnoo provides the customer with storage space on a server for the storage of his data. Imnoo will inform the customer if the storage space is insufficient for storing the data. If the customer does not subsequently expand the booked storage space, possibly for a fee, data exceeding the available storage space will no longer be stored.
2. Imnoo ensures that the stored data can be accessed via the Internet within the scope of the technical possibilities.
3. The customer shall not be entitled to transfer the storage space to a third party for use in part or in full, whether for payment or free of charge. The customer undertakes not to store any content on the storage space, the storage, publication or use of which violates applicable law or industrial property rights or agreements with third parties. Imnoo is entitled to block the storage space immediately if there are reasonable grounds to suspect that the customer has violated its obligations under this clause 4.3 or that a violation is imminent. Reasonable suspicion exists in particular if courts, authorities or other third parties inform Imnoo of such a violation. Imnoo will immediately inform the customer about the suspension and the reason for it. The block is to be lifted as soon as the suspicion has been fully dispelled. The Customer undertakes to indemnify Imnoo against all claims by third parties based on the data stored by the customer and to reimburse Imnoo for all costs incurred by Imnoo as a result of such possible infringements.
4. The customer is responsible for securing his/her data against loss or damage. The customer acknowledges and accepts that he/she should make regular backups of his/her data in order to minimize the corresponding risks. In order to provide additional protection for the customer, Imnoo undertakes to take appropriate and reasonable precautions against loss or damage to the data stored with it and to prevent unauthorized access to the customer’s data by third parties. To this end, Imnoo will make regular backups, check the customer’s data for viruses and install firewalls.
5. The customer retains sole rights to the data stored by him/her and can demand that Imnoo surrender some or all of his/her stored data during the term of his subscription. The data will be provided in the format stored by the customer by making it accessible via the Internet. The customer has no right to the software suitable or necessary for the use or exploitation of the stored data.
6. If the contract is terminated, the customer shall be entitled to demand the surrender of his data under the provisions of Section 4.5 above for a period of one month from the end of the contract. Imnoo is not obliged to store the Customer’s data beyond this period. If, after the one-month period has expired, a customer requests the surrender of data and such data is still available, Imnoo will surrender the data to the customer after payment of the actual costs incurred for this.
7. The data stored by the customer will not be passed on under any circumstances and cannot be viewed by third parties. The Customer acknowledges and accepts that Imnoo may, subject to the confidentiality provisions set out in Clause 12, analyze the stored data (such as inquiries, names, number of parts produced, geometry, cost calculations, etc.) and use it to improve its services and develop new products. Any data resulting from such analyses in anonymized form, such as statistical trend analysis, are the property of Imnoo and are at its free disposal. The customer acknowledges and accepts that he/she has no rights to such data.

5.    Support

1. Support requests are answered during the business hours published on the website and can be made as follows:
   1. In some cases, a request can be started directly from the software via usersnap, which automatically generates a ticket.
   2. Via E-Mail: partner@imnoo.com
   3. Via phone: +41 (0)44 542 11 24
2. For each request, the customer should provide as detailed a description of the event as possible. In case of a bug, screenshots can significantly reduce the processing time.
3. Administrative requests can be made through the same channels.
4. One ticket is opened for each request.

6.    Accessibility of the software

1. Adjustments, changes and additions to software as well as measures which serve to identify and rectify malfunctions will only lead to a temporary interruption or impairment of accessibility if this is necessary for technical reasons.
2. Maintenance of the software is generally carried out between Monday to Friday, 08:00- 17:00 hours (CET). In the event of serious errors – the use of SaaS services is no longer possible or significantly restricted – maintenance is usually carried out within 2 hours of the customer becoming aware or notifying us. If possible, Imnoo will inform the customer about the maintenance work in good time.
3. Our public holidays are based on the official holidays of the Canton of Zurich. The target value for the availability of the software is 99.5% on an annual average.

7.    Remuneration

1. The customer undertakes to pay Imnoo for the use of the software and data hosting the fee agreed upon in accordance with his/her subscription plus VAT at the statutory rate.
2. Imnoo will regularly send the customer statements of account for the contractually owed payment to the billing address provided. Subscriptions with a term of two month will be invoiced monthly for the previous term. Subscriptions with a term of 12 months will be invoiced annually in advance.
3. Imnoo has the right to adjust the fees and service content by written notice to the customer or publication on the website at the next possible termination date. Reasons for such a change in services are in particular technical progress and the adaptation or further development of the software. If the customer does not want to continue the agreement at the changed prices, he is entitled to an extraordinary, written notice of termination with a period of notice of 14 days to the date of change. If Imnoo’s software offers the possibility to do so, the termination may also be effected via its software.

8.    Further obligations of the customer

1. The customer is obligated to take appropriate precautions to prevent unauthorized access to the software by third parties. For this purpose, the customer shall, if necessary, inform his employees of the compliance with copyright law. In particular, the customer shall instruct his employees not to make any copies of the software, to treat their logins confidentially and not to pass them on to third parties.
2. The customer acknowledges and accepts that he/her himself/herself is responsible for entering and maintaining the data required for the use of the software.
3. The customer is obliged to check his data and information for viruses or other harmful components before input and to use state-of-the-art virus protection programs for this purpose.
4. The customer must take all measures that Imnoo deems necessary to maintain or improve the security of data, software and network connections.

9.    Gewährleistung

1. Imnoo warrants that the software will function substantially in accordance with these Terms of Use. There is no warranty beyond this.
2. The customer acknowledges that no software is error-free. Imnoo continuously monitors the functionality of the software and remedies software errors as far as technically possible. An error is deemed to exist if the software does not fulfill the functions specified in the performance description, produces incorrect results or otherwise does not function properly, so that the use of the software is impossible or significantly restricted.

10. Liability

1. Any liability of Imnoo for direct damages is excluded to the extent permitted by law. Furthermore, Imnoo is not liable for indirect damages or losses, especially not for lost profits or loss of data.
2. For damages for which liability cannot be excluded by law, Imnoo’s liability shall not exceed the amount paid by the Customer concerned within the last twelve months as compensation under this contract.

11. Term and termination

1. The contractual relationship begins when Imnoo confirms the customer’s registration.
2. The term of this contract is determined by the subscription that the customer has taken out with Imnoo via its website or by other agreement.
3. At the end of the term, subscriptions are automatically renewed for the same term unless one of the parties terminates the subscription in writing with a two-month notice period at the end of the term. If Imnoo offers the possibility to do so in its software, both parties can also terminate the contract via their software.
4. Irrespective of the aforementioned notice periods, the parties may terminate the contract at any time without notice for good cause. An important reason exists in particular:
   1. if the customer goes bankrupt or the bankruptcy proceedings are suspended due to lack of assets;
   2. if the customer is in arrears with payment obligations arising from this contractual relationship to the extent of at least one month’s remuneration and he has been unsuccessfully reminded by setting a grace period of two weeks and threatening to terminate the contract;
   3. if the customer culpably violates legal regulations in the course of its use or encroaches on copyrights, industrial property rights or rights to a name of third parties;
   4. if the customer uses the software for the purpose of promoting criminal, unlawful and ethically questionable activities.
5. If the customer terminates this contract without notice, he/she is not entitled to a full or partial refund of payments already made.
6. The rights of Imnoo to its remuneration and claims for damages existing at the time of termination are not affected by the termination.

12. Confidentiality

1. The parties undertake to maintain secrecy about all confidential processes, in particular business or trade secrets of the other party, which have come to their knowledge in the course of the preparation, execution and fulfilment of this contract and not to pass on this information to outside third parties without the authorisation of the other party. This shall apply to any unauthorized third party, unless the disclosure of information is necessary for the proper performance of the contractual obligations.
2. Unless the customer has declined this in writing, Imnoo is entitled to name the customer publicly as a reference and to use general information about the agreed contract in a suitable manner for marketing and sales purposes and to disclose it to third parties.

13. Protection of personal data

1. The parties agree that the data entered into the software by the customer is primarily business data and does not, or only occasionally, include personal data within the meaning of the applicable data protection legislation. Where personal data is entered, the customer hereby warrants that he/she has taken all necessary measures, in particular to obtain any necessary consent, to allow this, especially in view of Imnoo’s use of tools from certain third party providers, which are listed in the current version of the Privacy Policy www.imnoo.com/datenschutz. Subject to Clause 2, Imnoo will use personal data entered by the customer only as required to fulfill its contractual obligations and will process personal data only as the customer himself/herself would be entitled to do.
2. Imnoo is authorized to store and evaluate user data for operational purposes (especially market research) in accordance with the legal provisions. The customer expressly agrees to this and guarantees that he/she has taken all necessary measures, in particular to obtain any necessary consents, to allow this.

14. Datensicherheit

1. Imnoo takes appropriate technical and organizational measures to ensure data security.
2. Personal data and business-critical data are stored in a secure environment (protection by firewall, password protection, encryption, etc.)

15. Intellectual property rights

1. Customer acknowledges that Imnoo remains the owner of the software, documentation and all designs, texts, graphics, illustrations, drawings, calculations and other content (all together “Content”) used therein and on the website or otherwise, and all related rights, in particular the relevant copyrights and industrial property rights. All content created during the term of the subscription, including content created on behalf of the customer, belongs to Imnoo, and the customer hereby irrevocably assigns to Imnoo all rights to such content, and to any rights it may have in such content, without reservation or compensation.
2. The name “Imnoo” is protected by trademark law and its use by the customer is prohibited without the prior written consent of Imnoo.

16. Announcements and Notification

1. All announcements must be sent to the addresses indicated as contacts at the time of the customer’s registration or on Imnoo’s website, unless a stricter form is required by this contract or by law. Announcements from Imnoo to the e-mail address provided by the customer during registration shall be deemed to be written notices.
2. The contracting parties are obliged to notify the other contracting party of changes of address (including e-mail) without delay, failing which, notifications sent to the last address notified in writing shall be deemed to have been received with legal effect.

17. Further conditions

1. In the event that individual clauses of the present agreement are wholly or partially invalid, invalid provisions shall be reinterpreted, supplemented or replaced in such a way that the economic purpose and will of the parties is achieved by the invalid provision. The same applies in the event that there are gaps in this agreement.
2. These terms and conditions, including any annexes thereto, constitute the complete agreement between the parties regarding the subject matter of the contract and supersede any prior or other agreements.
3. The parties agree that they do not intend to enter into any joint venture, simple partnership or other social connection with this agreement, but will act as independent contracting parties.

18. Choice of law and place of jurisdiction

1. The parties agree that all legal relationships arising from this contractual relationship shall be governed by substantive Swiss law, excluding the Vienna Convention on the International Sale of Goods (CISG).
2. For all disputes arising from or in connection with this contract, the exclusive place of jurisdiction is Glattbrugg – Zurich.

The software made available on Imnoo.com is a service provided by:

Imnoo AG
Sandackerstrasse 4
CH-8454 Buchberg
HR-Nummer: CH-290.3.019.127-9
Mehrwertsteuernummer (UID): CHE-247.894.719 MWST

If you have any questions, please feel free to contact us by e-mail (info@imnoo.com) or by phone (+41 44 542 11 24).

Bank Information:
CHF: Schaffhauser Kantonalbank, IBAN CH97 0078 2008 2438 8310 2
EUR: Schaffhauser Kantonalbank, IBAN CH70 0078 2008 2438 8310 3
BIC (SWIFT): SHKBCH2SXXX
Clearing no.: 782