Terms and Conditions Supply Chain Add-in / Log-hub Platform

1. Usage rights and restrictions

1.1 Grant of Rights

Log-hub AG grants to Customer a non-exclusive, non-transferable and world-wide right to use Supply Chain Add-in / Log-hub Platform. Permitted uses and restrictions of Supply Chain Add-in / Log-hub Platform also apply to Cloud Materials and Documentation.

1.2 Authorized Users

Access credentials for Supply Chain Add-in / Log-hub Platform may not be used by more than one individual user.

1.3 Acceptable Use Policy

With respect to Supply Chain Add-in / Log-hub Platform, Customer will not:

(a) disassemble, decompile, reverse-engineer, copy, translate or make derivative works,

(b) transmit any content or data that is unlawful or infringes any intellectual property rights, or

1.4 Verification of Use

Log-hub AG may monitor use to verify compliance with the Agreement.

1.5 Suspension of Supply Chain Add-in / Log-hub Platform

Log-hub AG may suspend use of Supply Chain Add-in / Log-hub Platform if continued use may result in material harm to the Supply Chain Add-in / Log-hub Platform or its users. Log-hub AG will promptly notify Customer of the suspension. Log-hub AG will limit the suspension in time and scope as reasonably possible under the circumstances.

1.6 Third Party Web Services

Supply Chain Add-in / Log-hub Platform may include integrations with web services made available by third parties (other than Log-hub AG) that are accessed through Supply Chain Add-in / Log-hub Platform and subject to terms and conditions with those third parties. These third party web services are not part of Supply Chain Add-in / Log-hub Platform and the Agreement does not apply to them.

2. Log-hub AG Responsibilities

2.1 Provisioning

Log-hub AG provides access to Supply Chain Add-in / Log-hub Platform as described in the Agreement.

2.2 Support

Log-hub AG provides technical support for Supply Chain Add-in / Log-hub Platform for paid subscriptions. In case of technical problems please contact support@log-hub.com. Log-hub AG will react within the first 48 hours.

2.3 Security

Log-hub AG uses reasonable security technologies in providing the Supply Chain Add-in / Log-hub Platform. As a data processor, Log-hub AG will implement technical and organizational measures to secure data processed in the Supply Chain Add-in / Log-hub Platform.

2.4 Modifications

Supply Chain Add-in / Log-hub Platform and Log-hub AG Policies may be modified by Log-hub AG. Log-hub AG will inform Customer of modifications by email. The information will be delivered by email if the modification is not solely an enhancement. Modifications may include optional new features for Supply Chain Add-in / Log-hub Platform, which Customer may use subject to the then-current Supplement and Documentation. All features flagged by “beta” can be changed without any further notice.

2.5 Analyses

Log-hub AG may create internal analyses utilizing, in part, Customer Data and information derived from Customer’s use of Supply Chain Add-in / Log-hub Platform. Analyses will anonymize and aggregate information.

3. Data

3.1 Account Data

Log-hub AG saves account data that are requested in the sign-up process. These data can be edited in the account page that can be accessed via the user menu. After the termination of the contract, the user account and the corresponding account data can be deleted.

3.2 Project Data

Customer is responsible for the Project Data and entering it into Supply Chain Add-in / Log-hub Platform. Customer grants to Log-hub AG a nonexclusive right to process Project Data solely to provide and support Supply Chain Add-in / Log-hub Platform. If the user decides to save data, it is stored in the Microsoft Azure regions West Europe / North Europe. The data will be directly removed from our storage account and cannot be restored if it is deleted by the user. After deletion of the user account all related data will be deleted without any option to restore the data.

3.3 Tracking Data

The tracking data is stored in the region of the selected data center for 97 days. After this period, the tracking data will be deleted. Log-hub AG is not replicating the tracking data between different data center regions.

3.4 Security

Log-hub AG will maintain security of high industry standards for its Authorized Users’ use of Supply Chain Add-in / Log-hub Platform.

4. Using the APIs

4.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferrable, non-assignable, revocable license during the Duration to: (i) use the APIs and Developer Documentation solely to develop, test, run, operate, and support your Application; (ii) to allow end users to use your integration of the APIs within your Application; (iii) to display the Content accessed through the APIs within your Application and (iv) as otherwise expressly authorized by us in writing.

4.2 Ownership

As between you and Log-hub, we and our affiliates own all rights, title, and interest in and to the APIs, Content, and Developer Documentation and all associated elements, components, and executables. Subject to the foregoing, you own all rights, title, and interest in and to your application. You have no right to distribute or allow access to the stand-alone APIs. Except as expressly provided in these Terms, neither party grants, nor shall the other party acquire, any right, title or interest (including any implied license) in or to any property of the first party or its affiliates under these Terms. All rights not expressly granted in these Terms are withheld.

4.3 Copyright

Log-hub will not assert copyright over content generated by the API for you or your end users.

4.4 Usage Limits

There are 1.000 API requests per named PRO user and month included in the PRO subscription. The API’s will return an error message if the usage limit is exceeded. You can exceed the usage limits for the Log-hub APIs by:

· Sending too many requests per month

· Sending requests too fast. There must be at least 15 seconds between two API requests.

4.5 API Results

While Log-hub attempts to convey accurate results, the results contained may contain errors. Log-hub disclaims any and all liability for the adequacy, completeness, timeliness or accuracy of information and results and disclaims liability for errors or omissions in the information.

5. Fees and taxes

5.1 Fees and Payment

Customer will pay fees as stated in the invoice. After prior written notice, Log-hub AG may suspend Customer’s use of Supply Chain Add-in / Log-hub Platform until payment is made. Customer cannot withhold, reduce or set-off fees owed nor reduce Usage Metrics during the Subscription Term. All Order Forms are non-cancellable and fees non-refundable.

5.2 Taxes

Fees and other charges imposed under the invoice will not include taxes, all of which will be for Customer’s account. Customer is responsible for all taxes, other than Log-hub AG’s income and payroll taxes.

6. Plan and termination

6.1 Plan

The Subscription Plan is as stated in the invoice.

6.2 Termination

The Termination depends on the plan:

6.2.1 Free Plan

The Free Plan is free of charge without any time restriction and can be cancelled by the customer any time.

6.2.2 Pro Plan (Monthly Subscription)

The Pro Plan (Monthly Subscription) runs for 1 month. Contract will be automatically extended for one more month if not terminate until the end date of the subscription. If the customer canceled the subscription, the account is automatically changed to a Free Plan at the end of the subscription.

6.2.3 Pro Plan (Quarterly Subscription)

The Pro Plan (Quarterly Subscription) runs for 3 months. Contract will be automatically extended for one more quarter if not terminate 1 month before the end date of the subscription. If the customer canceled the subscription, the account is automatically changed to a Free Plan at the end of the subscription.

6.2.4 Pro Plan (Yearly Subscription)

The Pro Plan (Yearly Subscription) runs for 12 months. Contract will be automatically extended for one more year if not terminate 3 months before the end date of the subscription. If the customer canceled the subscription, the account is automatically changed to a Free Plan at the end of the subscription.

6.3 Plan for Project Add-On on Log-hub Platform

For using a project Add-on on the Log-hub Platform a valid Pro Subscription described above is required. Additionally, the fee for the Add-on must be paid on top of the Pro Subscription. All conditions are defined by the selected Pro Subscription.

6.4 Refund and Payments

Fees are non-refundable. The amount in the invoice will be monthly charged from the provided credit card.

7. Warranties

7.1 Good Industry Practices

Log-hub AG warrants that it will provide the Supply Chain Add-in / Log-hub Platform:

(a) in substantial conformance with the Documentation; and

(b) with the degree of skill and care reasonably expected from a skilled and experienced global

supplier of services substantially similar to the nature and complexity of Supply Chain Add-in / Log-hub Platform.

7.2 System Availability

Log-hub AG warrants to maintain an average monthly system availability for the production system of Supply Chain Add-in / Log-hub Platform.

7.3 Disclaimer

Except as expressly provided in the Agreement, neither Log-hub AG nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of Log-hub AG or product roadmaps in obtaining subscriptions for any Supply Chain Add-in / Log-hub Platform.

8. Limitation of liability

In no event shall Log-hub AG, nor any of its officers, directors and employees, shall be held liable for anything arising out of or in any way connected with your use of Supply Chain Add-in / Log-hub Platform whether such liability is under contract. Log-hub AG, including its officers, directors and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of Supply Chain Add-in / Log-hub Platform.

9. Intellectual property rights

9.1 Log-hub AG Ownership

Log-hub AG owns all intellectual property rights in and related to Supply Chain Add-in / Log-hub Platform, Documentation, design contributions, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Customer are reserved to Log-hub AG.

9.2 Customer Ownership

Customer retains all rights in and related to the Project Data. Log-hub AG may use Customer-provided trademarks solely to provide and support Supply Chain Add-in / Log-hub Platform.

9.3 Non-Assertion of Rights

Customer covenants, on behalf of itself and its successors and assigns, not to assert against Log-hub AG, any rights, or any claims of any rights, in Supply Chain Add-in / Log-hub Platform.

10. Confidentiality

10.1 Use of Confidential Information

(a) The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in Section 10. Customer will not disclose the Agreement or the pricing to any third party.

(b) Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 10.

(c) In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.

10.2 Exceptions

The restrictions on use or disclosure of Confidential Information will not apply to any Confidential

Information that:

(a) is independently developed by the receiving party without reference to the disclosing party’s

Confidential Information,

(b) is generally available to the public without breach of the Agreement by the receiving party,

(d) the disclosing party agrees in writing is free of confidentiality restrictions.

11. Miscellaneous

11.1 Severability

If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.

11.2 No Waiver

A waiver of any breach of the Agreement is not deemed a waiver of any other breach.

11.3 Electronic Signature

Electronic signatures that comply with applicable law are deemed original signatures.

11.3 Assignment

Without Log-hub AG’s prior written consent, customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party.

11.4 Governing Law & Jurisdiction

These Terms will be governed by and interpreted in accordance with the laws of the State of Switzerland, and you submit to the non-exclusive jurisdiction of the state and federal courts located in Switzerland for the resolution of any disputes.

11.5 Entire Agreement

The Agreement constitutes the complete and exclusive statement of the agreement between Log-hub AG and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties, except as permitted under Section 2.4. An Agreement will prevail over terms and conditions of any Customer-issued purchase order, which will have no force and effect, even if Log-hub AG accepts or does not otherwise reject the purchase order.