General Terms and Conditions for the Systemorph Cloud

Version: 2023 August 1st

Applicability

1. Systemorph AG, a corporation organized and existing under the laws of Switzerland (Canton of Zurich), having the company identification number CHE-282.912.173 (“Systemorph” or “Company” or “we”, “us”, “our”), is a software and IT-services company founded in 2011.
2. These present General Terms and Conditions for the Systemorph Cloud (“GTC” or “Agreement”) shall govern the mutual rights and obligations of Systemorph and the company or person (“Customer” or “you”, “your”) regarding the use of the agreed Systemorph Cloud (SMC) Service under the respective SMC Project Plan chosen by Customer.
3. This Agreement takes effect when the Customer clicks the corresponding “I Accept” button and/or check box presented with these terms when creating an Account (“Effective Date”).
4. No conflicting or other conditions, especially Customer’s general terms and conditions, form any part of the GTC.

Definitions

Customer Account

1. To access the SMC Service, Customer must first create and maintain a valid Account during the term of the Agreement, associated with a valid email address and phone number. You can only create one Account per email address.
2. All data entered by the Customer for the Account is considered Account Data and will be handled by Systemorph according to its Privacy Policy.
3. To enter into the Agreement, you must be of legal age. By accepting these GTC and entering into the Agreement, you expressly confirm that you are of legal age.
4. If you are entering into this Agreement by creating an Account on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you are authorized to bind that entity to this Agreement, in which case “Customer,” “you,” or “your” will also refer to that entity (otherwise, such terms refer to you as an individual). If you do not have authority to bind your entity or do not agree with any provision of this Agreement, you must create a personal Account (not on behalf of a company), or you must not accept this Agreement and must not use the SMC Service.
5. Even if you create an Account on behalf of a Company, you agree to be bound jointly and severally with the company and remain responsible for complying with the terms of this Agreement.

SMC Service

1. Subject to the terms and conditions contained in this Agreement, Systemorph grants to you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the SMC Service during the term of this Agreement and in accordance with this Agreement.
2. The SMC Service provides a platform service where the Customer can create Projects in which they are able to write and execute code, and to present the result in an interactive manner. For a detailed description of what the SMC Service includes, please see the overview of the SMC Service.
3. Customer may use Projects on the SMC Service only to the extent of the SMC Project Plan chosen by the Customer, which may be limited in relation to the documented functionalities as outlined under Section 4.2.
4. The Customer may create one or several Projects on the SMC. A Project contains Customer Content and all necessary configurations for execution and access control. Inside the Project, the SMC provides the ability to execute valid code and to present its results in accordance with the Agreement, in particular the agreed SMC Service functionality.
5. Third-Party Content may be used by the Customer at its own volition, for example through inclusion of packages in the code inside a Project, respecting however the restrictions included in this Agreement (in particular Sections 6 and 7). Third-Party Content is governed by this Agreement, and, if applicable, separate terms and conditions accompanying such Third-Party content, which terms and conditions may include separate fees and charges.
6. The SMC makes use of other services provided by subcontractors to provide its SMC functionality to the Customer. Systemorph shall be entitled to include subcontractors for the provision of the SMC Service, at its own discretion and for its own account.
7. Systemorph may perform analyses making use of Technical Information on the usage of the SMC Service, as detailed under this Section. The analysis is for the following purposes: a) improving the SMC Service, especially usability aspects, features, interfaces b) improving the allocation of resources and improvement of support c) assist internal resource planning d) training and development of AI/ML algorithms e) improving and controlling the security features of the SMC Service f) identification of trends and development in the domain h) generation of indices and benchmarks i) provide personalized information to the users of the SMC to improve their experience on the SMC. In addition, Systemorph’s Privacy Policy applies to Technical Information that includes Personal Data.

Changes

1. Systemorph reserves the right, at its sole discretion, to improve, enhance or otherwise modify the SMC Service at any time during the Agreement. With regard to modifications of the SMC Service that in Systemorph’s opinion are material changes, Systemorph will notify the Customer of the modification to the SMC Service at least 30 days prior to the modification taking effect by posting a notice on the SMC Service portal (e.g., on the releases notes page or by direct notification) or sending an email to the email address specified in the Account Data of Customer. Customer's continued use of the SMC Service after those 30 days constitutes agreement to those modified version of the SMC Service. For any other modifications of the SMC Service, the continued use of the SMC Service constitutes agreement to the modification of the SMC Service. The possibility of termination of the Agreement by the Customer in accordance with Section 15.2 remains reserved.
2. The SMC Service as online cloud service consists of several components, which may be modified in general or individually. SMC Modules as part of the SMC Service in particular are documented inside the SMC Service in dedicated documentation projects. Changes to the SMC Modules are described in detail inside those projects. Each SMC Module is versioned, and the Customer can choose which available version of an SMC Module to use by specifying an exact version number. Migration instructions to migrate between available versions are also provided. As far as different versions are made available by Systemorph, there is no obligation to use the latest available version, so the Customer can migrate to new versions at their own pace. Older versions of the SMC Service or SMC Modules may become unsupported and unavailable for use. Such modifications of the SMC Service are also communicated in accordance with Section 5.1.
3. Systemorph also reserves the right, at its sole discretion, to change the content of the Agreement during the Agreement. Changes to the Agreement (including Annexes), that in Systemorph’s opinion are material changes (as in particular are changes to the SMC Service Plan Fees), will be announced to Customer at least 30 days prior to the change taking effect, or with a reasonable shorter notice period for any other changes of the Agreement, either by posting directly a notice on the SMC Service portal inside https://portal.systemorph.cloud or sending an email to the email address specified in the Account Data of Customer. By continuing to use the SMC Service after the 30 days period or the relevant notice period, the Customer agrees to the changed Agreement. The possibility of termination of the Agreement by the Customer in accordance with Section 15.2 remains reserved.

Customer Content

1. Responsibility. You may create or upload Customer Content while using the SMC Service. You are solely responsible for the content, and for any harm resulting from, any Customer Content that you post, upload, link to or otherwise make available via the SMC Service, regardless of the form of that Customer Content. We are not responsible for any shared or public display or misuse of your Customer Content. You ensure that all Customer Content you author or upload in Projects accessible by your Account will not violate any applicable law or regulations, including the Agreement. You are solely responsible for ensuring that you have all necessary rights and licenses to the Customer Content that allow you to use the Customer Content in the SMC Service. The Customer is solely responsible for the development, content, operation, maintenance, and use of any Customer Content.
2. Removal of Customer Content. We have the right to refuse or remove any Customer Content that, in our sole discretion, violates any laws or this Agreement.
3. Ownership of Customer Content. You retain ownership of and responsibility for your Customer Content. You will not post content that you did not create yourself or that you do not own the rights or licenses to.
4. License Grant. Because you retain ownership of and responsibility for your Customer Content, we need you to grant us — and other SMC Customers — certain legal permissions, as listed in the following Sections (a) and (b). These license grants apply to your Customer Content. If you upload Customer Content that already comes with a license granting Systemorph the permissions we need to run our SMC Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in the following Sections (a) and (b). The licenses you grant to us will end when you remove your Customer Content from our servers unless another SMC Customer has copied or cloned it.
   1. License Grant to Systemorph. We need the legal right to do things like host your Customer Content, publish it, and share it according to your Project settings. You grant us and our legal successors the right to store, archive, parse, and display your Customer Content, and make incidental copies, as necessary to provide the SMC Service, including improving the SMC Service over time. This license includes the right to do things like copy it to our database and make backups; show it to you and other SMC Customers as you define through sharing; parse it into a search index or otherwise analyze it on our servers; share it with other SMC customers; and perform it, in case your Customer Content is something like music or video. This license does not grant Systemorph the right to sell your Customer Content. It also does not grant Systemorph the right to otherwise distribute or use your Customer Content outside our provision of the SMC Service.
   2. License Grant to other SMC customers. Any Customer Content you post in a Shared Project (including a Public Project), including issues, comments, and contributions to other SMC customers’ Shared Projects, may be viewed by others. By sharing your Project with other customers (Shared Project) or make it available publicly (Public Project), you agree to allow others to view and clone your Projects (this means that others may make their own copies of you Customer Content from your Projects in Projects they control). If and as far as you set your Projects to be viewed shared or publicly, you grant selected or all SMC customers a nonexclusive, worldwide license to use, display, and perform your Customer Content through the SMC Service and to reproduce your Customer Content solely on the SMC as permitted through SMC Service's functionality (for example, through cloning). Systemorph provides the security measures necessary to warrant that the Customer Content is only shared to other Customers and Projects as specified in the settings of the given Project.
5. Access and Deletion of Customer Content. As long as your Account is active and the Agreement is in place with you, you can access your Customer Content for your Account and all Projects accessible by your Account during the term and availability of the SMC Service in accordance with the Agreement. You may export, retrieve and delete your Customer Content at any time based on the available functionalities of the SMC Service. Systemorph will not export or delete any Customer Content except as specified in Sections 14 and 15.
6. Customer Content as defined under Section 2 is under the sole responsibility of you, the Customer, as well as all processing, manipulation and management thereof. The SMC Service provides means to you to perform many kinds of processing and modification.

Customer Responsibilities

1. Accounts. Except to the extent caused by Systemorph’s breach of this Agreement, the Customer is responsible for all activities that occur under its account, regardless of whether the activities are authorized by the Customer or undertaken by the Customer or other third parties (including contractors, agents or other users). Systemorph in particular is not responsible for any unauthorized access to the Customer’s Account.
2. Log-In credentials and other keys. SMC log-in credentials and keys generated by the SMC are for the Customer’s internal use only and must not be sold, transferred or sublicensed to any other entity or person.
3. Compliance/Usage Restrictions. The Customer must comply with the terms of the Agreement and all applicable laws, rules and regulations applicable when using the SMC Service. The SMC Service must, in particular, not be used for dissemination of information and images with illegal content by any Customer. The following things are especially, but not exclusively, prohibited:
   1. Calls for violence;
   2. Racial discrimination;
   3. Guidance or incitement to criminal conduct;
   4. Unauthorized gambling;
   5. Defamatory statements about third parties or infringing publications;
   6. Information that infringes copyrights, related rights or other intellectual property rights of third parties;
   7. Using the SMC Service to damage or harass third parties, in particular to penetrate unauthorized third-party systems (hacking), spreading viruses of any kind or sending unsolicited emails (spamming, junk mail and the like);
   8. Transmit content that may be harmful to minors;
   9. The operation of so-called download sites;
   10. Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email, or use the Service to violate the legal rights (such as rights of privacy and publicity) of others;
   11. The operation of websites with copyrighted content is prohibited, unless the Customer uploading such content is in possession of valid licenses, which allow him to provide such content. Such licenses must be provided to Systemorph upon request. Systemorph reserves the right to terminate such content at its sole discretion and terminate the Agreement without notice, with no refund of any payments already made;
   12. Search networks for open ports (accesses) of foreign computer systems;
   13. Code and services (such as proxy, news, mail, and web server services) to cause unintentional replication of data (Dupes, Mail Relaying);
   14. Fake mail and news headers as well as IP addresses;
   15. Download pages or pages that trigger high traffic;
   16. Download / sync folders or folders that trigger high traffic;
   17. Reverse engineer, decompile, disassemble or otherwise attempt to extract any unpublished source code of the SMC Service including all its components (except as permitted by mandatory applicable law);
   18. To copy the SMC Service or parts of, except where such copying is incidental to normal use of the SMC Service;
   19. To rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the SMC Service nor permit the SMC Service or any part of it to be combined with, or become incorporated in, any other programs or services;
   20. Engage in cryptocurrency mining without Systemorph’s prior written approval.
4. Penetration Tests, Suitability. Customer will not conduct penetration tests of the SMC without advance approval from Systemorph. Customer is solely responsible for determining the suitability of the SMC for Customer’s processes and for complying with all applicable legal provisions regarding Customer Content and its use of the SMC.
5. Trial Period. Customer will not do production level calculations and analysis during the trial period. Production level means processing and generation of derived business information that is being used by the Customer to conduct its business or regular work. During the trial period only testing and trial calculations and analyses must be performed.

Security, Personal Data of Customer, Regions

1. Security. Systemorph will implement reasonable and appropriate measures designed to secure Customer Content, Account Data and Technical Information against accidental or unlawful loss, access or disclosure, based on the technical capabilities and protection mechanisms of the underlying systems, esp. Microsoft Azure. Further details can be found under the Systemorph Security Measures.
2. Processing of Personal Data controlled by Customer. Should Systemorph process Personal Data of the Customer as processor within the scope of the permissible use of Personal Data by the Customer within the SMC Service, the Data Processing Agreement (DPA) shall apply. Customer is obliged to store all of its Personal Data to be processed by Systemorph outside the SMC Service. Systemorph allows the Customer only to access such Personal Data from the SMC directly over an encrypted network connection, using executable notebook code, but strictly limited for processing purposes, to generate data derivates (statistics, aggregations, etc). No reports or other outputs must be generated on the SMC Service that contain Personal Data.
3. Microsoft Azure Regions. The applicable Microsoft Azure Regions for a Project within the SMC Service determine the region in which a Project or part of a Project will be running, i.e. where code is being executed and data being processed. The applicable Microsoft Azure Region is either specified in the SMC Service by Systemorph within the European Union or Switzerland, or - if and as far as this possibility is provided by Systemorph - can be chosen by the Customer based on the regions made available by Systemorph in the SMC Service on a Project basis. By using or choosing such Microsoft Azure Region and running the Project in that region, you give your consent to the processing of Customer Content in the that specific region including any applicable terms and restrictions given by Microsoft. If the Customer uses Personal Data in Projects on the SMC Service in accordance with the foregoing provisions, the Customer is in addition obliged to select for such Projects only data centers (as provided according to the MS Azure Regions) located within the European Union or Switzerland, which are available for selection for the SMC Service. Systemorph disclaims any liability and responsibility if the Customer uses Personal Data on the SMC Service in violation of the above terms and conditions.

Prices and Payment

1. Customer shall pay fees on a per-Project basis as agreed according to the chosen SMC Project Plan for the given Project and this Agreement (“SMC Project Plan Fees”), see Systemorph Plans.
2. The fees are charged in advance as valid for the SMC Project Plan applicable. If a recurring payment for an SMC Project Plan Fee is not paid, Systemorph may set the corresponding Project to edit-only mode, such that execution of code is no longer possible.
3. Systemorph reserves the right to adjust the SMC Project Plan Fees anytime during the Agreement for the future provisioning of the SMC Service. Systemorph may in particular adjust its SMC Project Plan Fees for executing code on the underlying Azure infrastructure if the Microsoft Azure fees for the corresponding infrastructure are changed by Microsoft. Any adjustment of the SMC Project Plan Fees shall be made in accordance with the change procedure pursuant to Section 5.3 above.
4. All Fees are exclusive of value added tax (VAT) and other applicable taxes, which will be charged at the current rate at the time of invoice.
5. All invoices are issued in CHF. Any fees not paid when due shall accrue interest at the applicable statutory interest rate.

Warranties and Disclaimers

1. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
2. The SMC Service agreed is provided “as is”. Except to the extent prohibited by mandatory law, or to the extent and statutory rights apply that cannot be excluded, limited or waived, Systemorph and our subcontractors and licensors (a) make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the SMC Service, and (b) disclaim all warranties, including any implied or express warranties (i) of merchantability, satisfactory quality, fitness for particular purpose, non-infringement, or quiet enjoyment, (ii) arising out of any course of dealing or usage of trade, (iii) that the SMC Service will be uninterrupted, error free or free of harmful components, and (iv) that any Content will be secure or not otherwise lost or altered.

Limitation of Liability

1. Any liability by Systemorph, or the personnel or the subcontractors of Systemorph in connection with the scope of this Agreement for whatever reasons, whether in contract or tort, is, to the extent permitted by applicable law, excluded.
2. In particular, any liability by Systemorph, or the personnel or the subcontractors of Systemorph for indirect damage or consequential damage, loss of profit, unrealized savings, additional costs for Customer, third-party claims, damage to reputation, etc. is excluded to the extent permitted by applicable law.

Confidentiality

1. Obligations. The recipient Party will only use the disclosing Party's Confidential Information to exercise the recipient's rights and fulfil its obligations under the Agreement and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient Party may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors ("Delegates") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfil obligations under this Agreement.
2. The provisions regarding confidentiality in Section 12.1 shall not apply to information which: (i) is publicly available and/or was known to the receiving Party before the Agreement came into force or was published by the disclosing Party later, or (ii) was developed independently and autonomously by one Party without knowing or using similar information of the other Party; or (iii) was disclosed by a third party who is the beneficiary and is not subject to a duty of confidentiality; or (iv) must be disclosed due to statutory provisions or orders of government agencies, or (v) is disclosed to persons who are professionally committed to secrecy; or (vi) is disclosed in the course of due diligence processes to third parties who are potential interested parties and who in turn have undertaken to maintain confidentiality, or (vii) may be disclosed in accordance with Section 16.6.
3. The receiving Party’s confidentiality obligation pursuant to Section 12.1 shall be valid for a period of three (3) years after the date of disclosure, subject to any more extensive confidentiality obligations as may be provided by the applicable law.

Intellectual Property Rights, Licenses

1. Intellectual Property Rights. Systemorph and its licensors, vendors and agents, retain ownership of all intellectual property rights and all other proprietary rights related to the SMC Service.
2. Except as expressly stated in this Agreement, this Agreement does not grant to Customer any rights, implied or otherwise, to the SMC Service or any of the other's intellectual property.
3. The Customer may be obliged to Systemorph and any third party to accept and comply with the license terms applicable to any third-party software or service used by and on the SMC (e.g. Microsoft Azure) from time to time. The Customer’s obligation applies regardless of whether a license to the software being part of the SMC and any Customer Project on the SMC delivered by Systemorph (i) has been obtained by Systemorph to the effect that the Customer derives its limited right from Systemorph or (ii) has been obtained directly by the Customer.
4. If the Customer uses third party software inside a Customer Project, Systemorph will not be liable for the functionality of such software or its use in relation to the SMC. The license terms of any third parties may be disclosed by Systemorph at the Customer’s request if the software has been licensed to Systemorph. Systemorph is not liable for any changes to the license terms to be complied with by the Customer at any time.

Default / Temporary Suspension

1. If Systemorph becomes aware that Customer’s use of the SMC violates Section 7, Systemorph will notify Customer and request that Customer corrects the violation. If Customer fails to correct the violation within 24 hours of Systemorph’s request, then Systemorph may suspend all or part of Customer’s use of the SMC until the violation is corrected.
2. Notwithstanding Section 14.1, Systemorph may immediately suspend all or part of Customer’s use of the SMC Service, if (a) Systemorph reasonably believes Customer’s use of the SMC could adversely impact the SMC, other customer’s use of the SMC or the underlying sub-contractors used to provide the SMC; (b) there is suspected unauthorized third-party access to the SMC; (c) Systemorph reasonably believes that immediate suspension is required to comply with any applicable law and regulations; or (d) Customer is in breach of the restrictions in Section 7.3. Systemorph will lift any suspension when the circumstances giving rise to the suspension have been resolved. At Customer’s request, Systemorph will, unless prohibited by applicable law, notify Customer of the basis for the suspension as soon as is reasonably possible.
3. Trial Period. Systemorph may offer a trial period or trial plan for a Project, where paid features are made available to the Customer for a limited period of time at no cost. During the trial period, Systemorph may unilaterally suspend any activity on the given Project at its own discretion.
4. Continued failure of payment. Systemorph may set the corresponding Project to edit-only mode, such that execution of code is no longer possible (see Section 9.2). If the fees remain unpaid for 90 days, the Project is scheduled for deletion according to section 15.4
5. Any other suspension and termination rights of Systemorph in accordance with this Agreement remain reserved.

Term and Termination

1. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 15.
2. Termination.
   1. Termination for convenience. The Customer may terminate this Agreement for any reason by providing Systemorph notice and closing the Customer Account for all SMC services for which Systemorph provides an account closing mechanism. Systemorph may terminate this Agreement for any reason by providing the Customer at least 30 days advance notice.
   2. Termination for cause. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the breaching party fails to cure the breach prior to the end of the notice period given. Systemorph may also terminate this Agreement immediately upon notice to the Customer if (i) Systemorph has the right to suspend the SMC Service as agreed under Section 14, (ii) if Systemorph’s relationship with a sub-contractor or third-party partner who provides software, services or technology we use to provide the SMC Service expires, terminates or requires us to change the way we provide the software or technology as part of the SMC, or (iii) in order to comply with the law or requests of governmental entities.
   3. Any termination by the Customer must be made directly via the corresponding functionality in the SMC. Systemorph will notify the Customer of any termination via email.
3. Effect of Termination.
   1. Upon the termination date of the Agreement, all the Customer’s rights under this Agreement immediately terminate. In particular the Customer’s access to the SMC Service and Projects shall cease, and the Customer’s right to use the SMC Service and Projects will end.
   2. The Customer remains responsible for all fees and charges incurred through the termination date. Any fees and charges already invoiced to and/or paid by Customer in advance shall be non-refundable.
   3. Systemorph shall remove all Account Data and Technical Information of Customer from its systems as per the termination date, unless the applicable mandatory law prohibits deletion. Before the Agreement terminates, Customer should either terminate all its Projects or make its Projects available and administered by another SMC Customer as provided by the corresponding features of the SMC Service and update the billing information so that another Customer is responsible for paying the incurring SMC Project Plan fees. Should the Customer not make use of these options before the termination of the Agreement, Systemorph is allowed to also delete all Customer Content from the corresponding SMC Service Projects within 24 hours after termination of the Agreement, unless the applicable mandatory law prohibits deletion.
4. Termination of Projects.
   1. Projects may be deleted in the SMC on request by the SMC Customers.
   2. Projects may also be initiated for deletion by Systemorph upon failure of payment according to Section 14.4.
   3. If the Project is terminated or requested for deletion, SMC Project Plan fees and other charges paid by Customer in advance shall be non-refundable.
   4. Systemorph will remove all Customer Content from the SMC Service corresponding to the deleted Project within 24 hours after Project deletion was initiated unless the applicable mandatory law prohibits deletion. Customer may export and retrieve its Customer Content in a standard procedure as provided by the SMC Service prior to the deletion date; export and retrieval are subject to technical limitations and prerequisites as documented in the SMC Service.

Final Provisions

1. Systemorph shall act at all times as an independent entity. Nothing in the Agreement shall be deemed to create or constitute a partnership, agency relationship or joint venture between the parties.
2. Customer may set off claims of Systemorph against its own claims only if such claims have been expressly acknowledged by Systemorph or finally adjudicated by a competent court.
3. Neither party shall be liable for any loss suffered by the other party or deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Systemorph or any of its sub-contractors or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the affected party notifies the other party of such an event and its expected duration.
4. These GTC (including any Annexes current) shall govern exclusively the rights and obligations between Systemorph and Customer in respect of the SMC provided to the Customer. There shall be no oral agreements.
5. Should any provision of the Agreement be or become void, ineffective or unenforceable in full or in part, the validity and enforceability of all the remaining provisions shall not be affected. The void, ineffective or unenforceable provision shall be regarded as replaced by the effective and enforceable provision that corresponds as closely as possible to the economic objective of the void, ineffective and unenforceable provision.
6. Systemorph may identify you as Systemorph customer in Systemorph’s promotional materials or for other advertising or marketing purposes according to its Privacy Policy, unless you notify Systemorph to stop doing so by sending an email to sales@systemorph.cloud.
7. The exclusive court of jurisdiction shall be the ordinary courts in Zürich-1, Switzerland.
8. This Agreement (including any Annexes) shall be governed by and construed in accordance with substantive laws of Switzerland excluding any conflict of law provisions (in particular but not limited to the Swiss Federal Statute on Private International Law (IPRG)) and the United Nations Convention on Contracts for the International Sale of Goods (CISG).