Terms of Use – Systrion AG

A. General Provisions

I. Definitions

ADMIN USER means the USER set up by Systrion for Customer after conclusion of the Agreement for the administration of SOFTWARE PRODUCTS and, in particular, Customer's other USERS.
The Systrion DATA POOL is a GS1 GDSN data pool. It is certified by GS1 GDSN, Inc., and is part of the GS1 Global Data Synchronization Network (GS1 GDSN) and linked to the GS1 Global Registry for the exchange of GS1 standardized data. Systrion provides data synchronization services according to the GS1 GDSN standard.
EXTENSIONS means the packages of SCALING PARAMETERS and functionalities that can be added to SERVICE PACKAGES.
GLN - Global Location Number - means a unique designation assigned by GS1 to a Customer location, e.g., company headquarters or loading ramp. If Customer does not have a GLN, i.e., is not a GS1 Customer, GLN means, in the context of SOFTWARE PRODUCTS, an organizational unit of Customer.
GTIN - Global Trade Item Number - means a unique designation of a product assigned by GS1. For products that are not published to the GS1 GDSN, GTIN means a packaging hierarchy element.
CORE USAGE HOURS are Monday to Friday from 07.00 a.m. - 07.00 p.m. CE(S)T/ME(S)Z.
SERVICE PACKAGE means a package of functionalities, SCALING PARAMETERS, or available EXTENSIONS of SOFTWARE PRODUCTS. The available PERFORMANCE PACKAGES, e.g., Free, Basic, Pro, and Enterprise, are shown on the product website.
MINIMUM CONTRACT TERM: The minimum contract term is one year (12 months) from the agreed start date of use.
PRODUCT DATA means any content that defines a product, describes its appearance, functions, or characteristics, and is entered into the SOFTWARE PRODUCTS through a Customer account assigned to Customer, or is otherwise made available to the GS1 GDSN data pool.
OFF-PEAK HOURS are Monday to Friday 19:00 – to 7:00 CE(S)T/ME(S)Z, as well as weekends and public holidays at Systrion's headquarters.
SOFTWARE PRODUCTS means Systrion's SaaS solutions.
SOFTWARE APPLICATION DATA means data created or managed using the SOFTWARE PRODUCTS, e.g., the PRODUCT DATA in the Systrion DATA POOL or Systrion PIM.
SCALING PARAMETERS means the limiting parameters for a SERVICE PACKAGE that define the scope of use for the SOFTWARE PRODUCTS, such as the number of USERS, GTINs, import and export channels, and storage space used.
SUPPORT HOURS are 09.00 am - 06.00 pm CE(S)T/ME(S)Z, excluding public holidays at Systrion's headquarters.
USER means a user authorized by Customer to use the SOFTWARE PRODUCTS. Each USER must correlate to a natural person. The creation of generic user accounts is not permitted. USERS shall be created and managed by Customer on its own responsibility.
AVAILABILITY means the Customer's ability to use the functionalities of the SOFTWARE PRODUCTS and the SOFTWARE APPLICATION DATA at the service delivery point.

II. Applicability

Use of the SOFTWARE PRODUCTS is reserved exclusively for Customers who are companies within the meaning of § 14 of the German Civil Code (Bürgerliches Gesetzbuch, "BGB"). Systrion does not enter into contracts with consumers within the meaning of § 13 of the German Civil Code.
Any applicability of conflicting terms and conditions of Customer is hereby excluded, whether or not Systrion expressly objects to such terms and conditions.
Systrion shall have the right to modify these Terms of Use. Systrion shall make such modifications only for important reasons, including, without limitation, any changes in statutory or case law or any other, equivalent reasons, provided that such modifications shall result in no disadvantages for Customer in violation of the principle of good faith and fair dealing. Systrion shall notify Customer of any modified terms and conditions at least three months prior to their effective date. Unless Customer objects to the applicability of new Terms of Use within six months from receipt of notification, Customer shall be deemed to have agreed to and accepted the modified Terms of Use. Systrion shall specifically advise Customer of the significance of the six-month deadline.

III. Conclusion of Agreement, Contract Term

A binding Agreement shall result from Customer's successful completion of the booking process on a product website or from Customer's acceptance of an offer specifically prepared for Customer. The Agreement shall have the agreed MINIMUM CONTRACT TERM, which shall commence on the agreed start date of use, and shall be automatically renewed in increments of 12 months, unless it is terminated by either party. Each party may terminate the Agreement upon three months' prior notice to take effect at the end of a contract year, for the first time as of the end of the MINIMUM CONTRACT TERM.
Product descriptions, illustrations, test programs, etc., are performance specifications, but shall not be construed as guarantees or warranted qualities. Any guarantee requires a written declaration from Systrion's management board.
The right of each party to terminate the Agreement for good cause shall remain unaffected thereby. Good cause shall be present, in particular, if Customer is late with payment, in the case of annual payment, for more than two months or, in the case of monthly payment, with two monthly payments.
Any notices of termination shall be in written, signed form.

IV. Fees and Payment Terms

As consideration for provision of the selected SERVICE PACKAGE, Customer shall pay a fee via the agreed payment method. This fee shall be due in the full amount, even if Customer does not use all functionalities of the SOFTWARE PRODUCTS included in the selected SERVICE PACKAGE or uses the SOFTWARE PRODUCTS to a lesser extent than permitted by the SCALING PARAMETERS included in the selected SERVICE PACKAGE. If Customer's use exceeds the agreed SCALING PARAMETERS of a SERVICE PACKAGE, Systrion shall bill Customer for such excess use as of the beginning of the next month until the end of the selected billing period.
The amount of the fee depends on the SERVICE PACKAGE selected by Customer, the SCALING PARAMETERS included in the SERVICE PACKAGE, any added EXTENSIONS, and the selected billing period. The fee shall be due in advance at the beginning of each billing period. At the beginning of each billing period, Systrion shall send a bill to Customer at the email address provided by Customer.
The SCALING PARAMETER GTIN on which billing is based, i.e., the unique triplet comprising the information provider GLN, target market, and GTIN, is counted at 0:00 CE(S)T on the first of each month.
If the Agreement is renewed in accordance with Section A. III (1) because it has not been terminated by either party, the fee for the new contract year shall be governed by the price lists as amended from time to time. In the event of any price changes, Systrion shall notify Customer thereof in a timely manner and advise Customer of its right to terminate the Agreement.
If Customer receives any services that are not included in the fee provided for in subsection (1) and that are subject to a separate one-time fee (for example, consulting services), Systrion shall bill Customer for such services after they have been rendered. Payment shall be due 15 days from the billing date.
In the event of Customer's failure to make payment when due, Systrion shall have the right to suspend its services until Customer has made all outstanding payments to Systrion. The exercise of this right to refuse performance shall not release Customer - not even on a prorated basis - from its obligation to pay the agreed fee.
Customer shall have no right to offset, or right to refuse performance based upon, any counterclaims, unless Customer's counterclaims have been established by a final and conclusive court judgment or Systrion has acknowledged liability for such counterclaims.
Any objections to bills must be made in writing within 15 days from receipt. Any failure to object to a bill in a timely manner shall be deemed approval. Any rights or claims Customer may have under applicable law if objections made after the above deadline shall remain unaffected thereby.
All prices are exclusive of value-added tax (VAT) at the legal rate.

V. Cooperation of Customer

Customer agrees not to use the agreed services in breach of the Agreement or in violation of applicable law, either directly or through third parties.
Customer agrees to report any malfunctions and/or defects to Systrion without undue delay, describing the problem in reasonable detail.
Customer shall ensure, within its own work environment, that a working Internet connection of sufficient capacity is available.
Cooperation is a material contractual obligation of Customer's. If Customer fails to comply with its cooperation obligations, or fails to do so fully and in a timely manner, Systrion's own obligation to render performance shall be suspended, without thereby placing Systrion in default (Verzug) or resulting in any other breach by Systrion.

VI. License of Rights by Customer

To the extent that any content stored on the servers for Customer involves content of Customer that is protected under the German Copyright Act (Urhebergesetz) (whether as a work, collective work, database work, software program, photograph, database, or based upon any related neighboring rights, or based upon any rights derived from the aforementioned rights), the German Art Copyright (Kunsturhebergesetz), the German Trademark Act (Markengesetz), or by any other intellectual property rights (hereinafter "Protected Content"), Customer hereby licenses to Systrion, for the contract term of this Agreement, a nontransferable, nonexclusive right to reproduce such Protected Content on the web servers for the purposes of this Agreement.

VII. Third-Party Services

Systrion uses services of Microsoft and other third-party providers in connection with the operation of SOFTWARE PRODUCTS. Such services include, without limitation, cloud-based data storage for PRODUCT DATA, as well as hosting services, system security services, Internet services, and/or other service elements. The cloud normally used by Systrion is operated in Europe.
If the use of third-party services involves a transfer of personal data (such as names or addresses of individuals), Systrion shall make such a transfer only if and to the extent that this is necessary to provide agreed services in accordance with the Agreement and is permitted under applicable law.

VIII. Force majeure

If a party is unable to perform its contractual obligations as a result of any force majeure, such party shall not be liable for any failure to meet agreed deadlines. If as a result of any force majeure a party cannot perform its contractual obligations, in whole or in part, such party shall notify the other party thereof without undue delay, describing, to the extent possible at that time, the relevant circumstances and the obligations which it is unable to perform or to perform as agreed.
Force majeure shall mean circumstances which, even in the exercise of reasonable care, are unforeseeable for and not within the control of the affected party and which make proper performance of its contractual obligations substantially more difficult or impossible or otherwise make performance unduly burdensome for the affected party. Under no circumstances shall a lack of financial resources qualify as force majeure.

IX. Liability

Any liability for compensatory damages or reliance damages, whatever their legal basis, shall be subject to the following:

Systrion shall be subject to unlimited liability for any damages caused willfully or grossly negligently by its legal representatives or managers.
Any liability of Systrion for damages caused willfully or grossly negligently by its agents shall be limited to typical damages that were reasonably foreseeable when the Agreement was concluded. Subsection (5) shall remain unaffected thereby.
In the event of any breach of material contractual obligations due to ordinary negligence by Systrion, Systrion's liability for damages likewise shall be limited to typical, reasonably foreseeable damages. In all other cases involving ordinary negligence, liability for damages shall be excluded. A contractual obligation is material if compliance with this obligation is a prerequisite for the performance of the contract as a whole and if the customer may reasonably rely on compliance with this obligation.
The parties mutually assume that, in the cases of subsection (2) and (3), typical damages that were reasonably foreseeable at the time the Agreement was concluded will not exceed, for any given loss event, an amount three times the net monthly fee and, in any given contract year, an amount equal to six times the net monthly fee.
Any liability for personal injuries, i.e., harm to life, limb, or health, shall be governed by applicable law. Any liability attaching by operation of law, such as liability under the German Product Liability Act (Produkthaftungsgesetz), shall remain unaffected thereby.
All claims under this Section shall be subject to a limitation period of one year; the beginning of the limitation period shall be governed by § 199 para. 1 of the German Civil Code (BGB). This shall not apply in cases involving liability for personal injuries caused by willful or grossly negligent actions or omissions or in cases involving liability that attaches by operation of law, e.g., in accordance with the German Product Liability Act (Produkthaftungsgesetz).
Systrion assumes no liability for any infringement of third-party rights by Customer, if and to the extent that such infringement results from Customer's use of any rights licensed under this Agreement in excess of the agreed scope. In such case, Customer shall upon first demand indemnify and hold harmless Systrion from and against any and all such third-party claims.

X. Naming Customer as a Reference

Customer hereby agrees that Systrion may name Customer for advertising purposes, in press publications and in print ads, and may name Customer as a reference on its website. For this purpose Systrion may also use Customer's logo.

XI. Data Protection and Confidentiality

The Parties shall comply with all applicable data protection laws.
If Systrion collects, processes, or uses any personal data as a processor of Customer, the parties shall enter into a data processing agreement in compliance with applicable law (Art. 28 of the General Data Protection Regulation (GDPR)).
The Parties shall keep confidential any confidential information as well as any business and trade secrets they may receive in connection with the Agreement, including, without limitation, by not disclosing such confidential information to any third parties or by using such confidential information for any purposes other than the agreed purposes.
Confidential information means any information which a reasonable third party would consider worth protecting or which are designated as confidential; this may also include information that is acquired during an oral presentation or discussion. Confidential information may be used exclusively for the purpose of performing the obligations arising from the Agreement. The duty of confidentiality shall not apply to information which is already lawfully known to the parties or which is required outside the scope of the Agreement without any breach of a duty of confidentiality.

XII. Miscellaneous

All notices of Customer in connection with the Agreement shall be in written, unsigned form (Textform) and transmitted to contracts@systrion.com.
All rights and obligations arising from this Agreement shall be subject to the laws of the Federal Republic of Germany, with the exception of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of performance for all obligations arising from the Agreement or these Terms of Use shall be Hamburg, Germany. Venue and jurisdiction for any and all disputes arising from or in connection with the Agreement or these Terms of Use shall be in the courts of Hamburg, Germany.

XIII. Severability Clause

If any provision should, for any reasons other than the statutory provisions governing the lawfulness of general terms and conditions (§§ 305 – 310 of the German Civil Code (BGB)), be or become invalid, void, or unenforceable, in whole or in part, the remaining provisions shall remain unaffected thereby, unless performance of the Agreement would – also in consideration of the following provisions – result in undue hardship for either party. The same shall apply if it is discovered after the Agreement is concluded that a provision has been inadvertently omitted.
Any provisions that are invalid, void, or unenforceable for reasons other than the statutory provisions governing the validity of general terms and conditions or that have been inadvertently omitted shall be replaced by the Parties with such valid provision as best approximates the legal and economic effect of the original provision and as most closely reflects the purpose of the Agreement as a whole.

B. Software as a Service (SaaS)

I. Provision of SOFTWARE PRODUCTS

Beginning on the start date of use, Systrion shall hold available in the cloud the SOFTWARE PRODUCTS as well as the agreed volume of storage space for data generated by Customer in the course of using the SOFTWARE PRODUCTS and/or for data required for using the SOFTWARE PRODUCTS, in accordance with the following provisions.
Systrion hereby licenses to Customer the right to use the SOFTWARE PRODUCTS in accordance with the selected SERVICE PACKAGE as amended from time to time, including the functionalities and SCALING PARAMETERS specified in the SERVICE PACKAGE and any booked EXTENSIONS.
Systrion shall track the extent to which the SCALING PARAMETERS are used and inform Customer thereof via the SOFTWARE PRODUCTS. If Customer wishes to use any SCALING PARAMETERS or functionalities beyond the scope included in a selected SERVICE PACKAGE, Customer must either upgrade to a higher SERVICE PACKAGE or - if available as part of Customer's current SERVICE PACKAGE - add EXTENSIONS to the extent needed. Any such upgrade to a higher SERVICE PACKAGE or higher SCALING PARAMETERS shall be valid at least until the end of the current contract year and shall be automatically renewed or may be terminated as provided in Section A.III.(1).
The user documentation for the SOFTWARE PRODUCTS shall be supplied in German and English and exclusively in digital form.
The SOFTWARE PRODUCTS and SOFTWARE APPLICATION DATA shall be backed up by Systrion. Systrion shall ensure that data is backed up in such a way that, in the event of any error or malfunction, data can be restored to the status at the end of the previous day.
The service delivery point for the SOFTWARE PRODUCTS and SOFTWARE APPLICATION DATA shall be the router output port of the data center used by Systrion. Systrion assumes no responsibility for the condition of the required hardware or software at Customer's end or for the telecommunications connection between Customer and the service delivery point.
The SOFTWARE PRODUCTS can only be accessed via an Internet connection using an up-to-date version of a standard browser.

II. Availability

Systrion shall make commercially reasonable efforts to ensure AVAILABILITY of the SOFTWARE PRODUCTS for 99.9% of the monthly operating time.
The SOFTWARE PRODUCTS shall be deemed available even during periods in which:
1. malfunctions occur in parts of the technical infrastructure required for running the SOFTWARE PRODUCTS that are not to be provided by Systrion or any of its agents, such as availability bottlenecks in data transmission lines up to the service delivery point or power failures outside Systrion's servers;
2. malfunctions or other events occur that are not (in part) caused by Systrion or any of its agents, for example, if an agreed permitted load of the SOFTWARE PRODUCTS is exceeded; or
3. there is only an insignificant reduction in the suitability of the SOFTWARE PRODUCTS for the agreed use.
Systrion shall have the right to maintain the SOFTWARE PRODUCTS and/or servers, to install patches, updates, upgrades, and new functionalities, and to carry out data backups or other work at any time. Systrion shall make reasonable efforts to perform such work only during OFF-PEAK HOURS.

III. Support

Systrion shall provide 2nd level support, which accepts pre-qualified problem reports from Customer.
Customer shall first analyze any problems that may arise and make an initial assessment. If it becomes apparent that the problem has to do with the SOFTWARE PRODUCTS or any other areas for which Systrion is responsible, Customer shall create a support ticket.
Support tickets shall in each case be generated using the support portal made available by Systrion.
Systrion shall immediately start solving the problems during SUPPORT HOURS and inform Customer of the progress or solution via the support ticket.
If Systrion discovers that tickets are being created carelessly without any basis, it may refuse to process such tickets or bill Customer for such tickets after prior notice.

IV. Licensed Rights

Customer may only use the SOFTWARE PRODUCTS and related documentation for its own business purposes and within the scope of the selected SERVICE PACKAGE.
For purposes of such use, Systrion hereby licenses to Customer a nonexclusive, nonsublicensable and nontransferable right to use the SOFTWARE PRODUCTS and related documentation for the contract term of the Agreement. Customer is not authorized to transfer the SOFTWARE PRODUCTS or user documentation to any third parties. In particular, Customer is not permitted to sell, lease, rent, or otherwise sublicense the SOFTWARE PRODUCTS or to publicly display the SOFTWARE PRODUCTS or make the SOFTWARE PRODUCTS publicly available. Any exceptions are subject to prior agreement as provided in Section B.V.
If Systrion creates any new versions, updates, upgrades, or other new products related to the SOFTWARE PRODUCTS during the contract term, the above rights shall also apply to such new products.

V. Use by Third Parties

Only in exceptional cases and under the following conditions shall Customer have the right to provide user names or user passwords to third parties, i.e., persons who are not employees of Customer or Systrion, in order to provide such third parties with direct access to the SOFTWARE PRODUCTS:
1. The third party must have a business relationship with Customer (e.g., a supplier), and the purpose of allowing the third party to use the SOFTWARE PRODUCTS must be to shorten business processes, e.g., the direct input of data; and
2. Systrion shall receive prior written notification of the name, address, and contact details of the third party; and
3. Customer shall document to Systrion that the third party has agreed to comply with Customer's duties and incidental contractual obligations under this Agreement, including, without limitation, with Systrion's requirements for security, confidentiality, data protection, and careful use of the SOFTWARE PRODUCTS, storage space, and SOFTWARE APPLICATION DATA; and
4. Customer shall be liable for any damages caused by the third party's use of the SOFTWARE PRODUCTS, access software, storage space, and/or SOFTWARE APPLICATION DATA in breach of the Agreement and/or the third party's improper use of the SOFTWARE PRODUCTS, access software, storage space, and/or SOFTWARE APPLICATION DATA; and
5. Customer shall indemnify and hold harmless Systrion from and against any and all claims brought by the third party in connection with the third party's use of the SOFTWARE PRODUCTS, access software, storage space, and/or SOFTWARE APPLICATION DATA; and
6. Customer shall acquire appropriate licenses for the third-party user.
For each case in which Customer wrongfully allows a third party to use the SOFTWARE PRODUCTS in violation of the provisions of subsection (1), Customer shall pay a contractual penalty in the amount of the agreed monthly fee or 1/12 of the annual fee, which shall be due immediately. Systrion reserves the right to seek compensatory damages; in such case, the contractual penalty shall be credited against the claim for compensatory damages.

VI. Obligations of Customer

Customer shall take necessary precautions to prevent any use of the SOFTWARE PRODUCTS by any unauthorized parties. Access to the SOFTWARE PRODUCTS shall be encrypted using exclusively the HTTPS protocol. Passwords must meet Systrion's security requirements. Customer shall notify Systrion without undue delay as soon as Customer discovers that access data have been acquired by any unauthorized third parties.
Customer, with the help of the ADMIN USER, shall administrate the USERS authorized to use the SOFTWARE PRODUCTS. Customer is responsible for the proper conduct of USERS as well as for deleting any USERS who are no longer authorized (e.g., when employees of Customer leave the company).
Customer warrants that Customer shall store no content in the storage space subject to this Agreement and upload no content to the Internet whose provision, publication, or use would violate any criminal laws, copyrights, trademarks or other marks, any privacy or publicity rights, or any regulatory requirements. In the event of any wrongful breach of this obligation by Customer, Customer shall refrain from any further breach, compensate Systrion for any damages that have or will be incurred, and indemnify and hold harmless Systrion from and against any and all claims for compensatory damages and claims for reimbursement by third parties resulting from the breach. The indemnity obligation shall also include the obligation to fully indemnify Systrion against any costs of legal defense (court costs and attorneys' fees, etc.). Any other rights or claims Systrion may have, including, without limitation, any right to block content and any right to terminate the Agreement for good cause, shall remain unaffected thereby.
Customer shall be personally and exclusively responsible for the accuracy, currency, and validity of SOFTWARE APPLICATION DATA used by Customer, including, without limitation, data processed, stored, and/or generated by Customer with the help of the SOFTWARE PRODUCTS. The same shall apply to the correct use and/or transfer of data to third parties. Consequently, Customer shall review data prior to, during, and after input and develop appropriate business processes for this review.

VII. Security Measures

Systrion may take necessary and reasonable measures to ensure compliance with Customer's contractual obligations and the security of SOFTWARE PRODUCTS. In particular, Systrion may require Customer to change system passwords, provide additional authorization information, and, if Customer's use of or access to SOFTWARE PRODUCTS poses a security risk, restrict or terminate Customer's access to the system.
Customer shall use all passwords and access data for accessing SOFTWARE PRODUCTS solely for the permitted purpose as agreed, keep all such all passwords and access data confidential, and report any misuse, including any misuse of Customer's customer account, to Technical Support without undue delay.
Customer shall neither violate nor encourage any violations of implemented security measures. Customer shall refrain from using any company ID, passwords, or other information of third parties for Customer's own access to SOFTWARE PRODUCTS. Customer is not authorized to access SOFTWARE PRODUCTS to perform security tests or to input or store any data with HTML or script code or with HTML or script fragments.

VIII. Legal Recordkeeping Obligations

Customer is solely responsible for compliance with recordkeeping obligations under applicable commercial and tax laws and for compliance with any other obligations arising from laws, regulations, or guidelines to which Customer is subject as a commercial enterprise.

IX. Warranty

Systrion agrees to provide the SOFTWARE PRODUCTS for Customer's use free of any defects in quality and defects in title.
The warranty provisions of landlord-tenant law (§§ 535 et seq. of the German Civil Code (BGB) shall apply. Any strict liability under § 536a (1) of the German Civil Code (BGB) for defects already present when the Agreement was concluded is hereby excluded.
Any warranty coverage for only insignificant reductions in the suitability of services rendered is excluded.
If it turns out that a defect reported by Customer does not actually exist or is not attributable to the SOFTWARE PRODUCTS (apparent defect), Systrion shall have the right to bill Customer for services rendered in connection with the analysis and other processing of the apparent defect based upon the current price list as well as for expenses incurred; unless Customer reasonably could not have recognized the apparent defect even in the exercise of reasonable care.

X. Blocking of Access, Claim for Damages, Termination for Good Cause, Contractual Penalty

If Customer breaches any provisions of Section B.VI or B.VII for reasons for which Customer is legally responsible, Systrion may, after prior written notice to Customer, block Customer's access to the SOFTWARE PRODUCTS or SOFTWARE APPLICATION DATA, provided that the breach can be remedied thereby. Prior written notice shall not be required if
1. Systrion cannot reasonably be expected to wait because a delay in blocking access would result in imminent danger, for example, because the breach of contract fundamentally jeopardizes the operation of the SOFTWARE PRODUCTS (e.g., in the event of system access by third parties for which Customer is responsible), and/or
2. Systrion has a legal obligation to block access, and/or
3. if blocking access immediately appears reasonable and appropriate after weighing all circumstances in consideration of the nature, severity, and consequences of the breach, and/or
4. if the unlawfulness of the breach is readily apparent to Customer and Customer obviously could not expect Systrion to approve.
In the event of Customer's continued or repeated breach of the provisions of Section B.VI or B.VII despite a written warning from Systrion, Systrion may terminate the Agreement for good cause without notice, provided that Customer is legally responsible for the continued or repeated breach. A warning also shall not be required if termination without notice appears reasonable and appropriate after weighing all circumstances in consideration of the nature, severity, and consequences of the breach, or if the unlawfulness of the breach is readily apparent to Customer and Customer obviously could not expect Systrion to approve.

XI. Termination

At termination of the Agreement, Systrion shall make the SOFTWARE APPLICATION DATA stored by Customer available to Customer within a reasonable time period by download in a then-standard data format.
Alternatively, Systrion shall at Customer's request make all SOFTWARE APPLICATION DATA stored by Customer available to a third party designated by Customer on a standard data carrier or by remote data transmission.
At termination of the Agreement, Systrion shall at Customer's request cooperate with a third party to wind up the Agreement as instructed by Customer. This cooperation shall be limited to the following:
1. transmission of the SOFTWARE APPLICATION DATA stored by Customer, and/or
2. transmission of any other data related to Customer as instructed by Customer.

This cooperation shall be compensated separately on a time and materials basis. In addition, Customer shall reimburse Systrion for all necessary, documented expenses incurred by Systrion in connection therewith.

C. Special Provisions for Use of the Systrion DATA POOL

I. Acceptance of GS1 GDSN Terms of Participation

Only authorized USERS of Systrion DATA POOLS have access to the GS1 GDSN. By using the Systrion DATA POOL, Customer agrees to and accepts the GS1 GDSN Terms of Participation of GS1 GDSN, Inc., as last revised, which are binding for all users worldwide, and Customer shall comply with the GS1 Standards at all times (see https://www.gs1.org/docs/gdsn/support/GDSN-Terms-of-Participation-non-US_EN.pdf). GS1 GDSN, Inc. may modify the Terms of Participation with regard to access and service level standards, user guidelines, technical functionalities, training and education guidelines, as well as training and education standards, and adapt other standards and guidelines, or issue modifications, changes, improvements, new versions, and releases.
GS1 GDSN updates, as revised from time to time, are hereby incorporated by reference into the Agreement and are available at https://www.gs1.org/standards/gdsn. Systrion has no obligation to provide information about updates on a case-by-case basis.
Updated GS1 GDSN provisions take effect automatically after a period of 120 days from their publication.

II. Cooperation Obligations

Customer warrants to use PRODUCT DATA exclusively in accordance with applicable law, the GS1 GDSN Terms of Use, the authorizations, consents, and terms and conditions for the content that have been issued or imposed upon third parties in accordance with the GS1 GDSN Terms of Use, and in accordance with these Terms of Use. This shall also apply to any other third-party content Customer retrieves from the GS1 GDSN via the Systrion DATA POOL.
Except with the written consent of the data owner, Customer shall not disclose, disseminate, transfer, or otherwise make available to any third parties any data from the GS1 GDSN.

III. Defects in Title

If third parties bring any claims against Customer for infringement of their intellectual property rights as a result of the agreed use of the Systrion DATA POOL, Systrion shall defend Customer, subject to the limitations of liability in Section A.IX, and indemnify and hold harmless Customer from and against any and all resulting damages (including, without limitation, any compensatory damages, penalties, fines, costs, expenses, and reasonable attorneys' fees). This shall not apply to any claims brought against Customer in connection with services of Systrion that are based on designs, specifications, or other binding instructions from Customer.
Customer shall notify Systrion without undue delay of any third-party claim, provide Systrion with cooperation, information and assistance, and give Systrion sole control and authority to litigate, mediate, or settle the dispute.

IV. PRODUCT DATA of Customer

Customer and its licensors are the sole owners/rightsholders of and shall bear sole responsibility for their PRODUCT DATA.
Customer and its licensors hold all rights to their PRODUCT DATA. Customer hereby acknowledges that the Systrion DATA POOL is part of the GS1 GDSN and therefore a platform on which Customer can publish PRODUCT DATA for access by third parties. Therefore, Customer hereby licenses to Systrion the non-exclusive, worldwide right to reproduce, display, store, use, and transfer such PRODUCT DATA to other GS1 GDSN users in accordance with these Terms and Conditions.
Customer shall ensure that its PRODUCT DATA are in compliance with the requirements of GS1 GDSN, Inc., accurate, complete, and up-to-date, infringe no intellectual property rights or privacy or publicity rights of any third parties, and violate no other laws. Customer warrants that its PRODUCT DATA are not defamatory, damaging to the business of any third party, threatening, harassing, or otherwise objectionable, and contain no viruses, worms, time bombs, Trojan horses, or other, similar malicious software code.
If Systrion knows or reasonably suspects that any PRODUCT DATA do not meet these requirements, Systrion shall notify Customer thereof without undue delay and may stop receiving, storing, and distributing such PRODUCT DATA until the matter has been resolved in the interests of other GS1 GDSN participants.
In the event of any allegation that PRODUCT DATA or their distribution or use in accordance with this Agreement infringe the intellectual property rights of any third party, Customer shall defend, and indemnify and hold harmless, Systrion from and against any and all damages, including, without limitation, any third-party claims for compensatory damages, fines, penalties, costs, and expenses, including reasonable attorneys' fees incurred for the defense of such claims. Systrion shall fully notify Customer without undue delay and in writing of any third-party claim, provide Customer with all cooperation, information, and assistance in connection with the matter, and give Customer sole control and authority to litigate, mediate, or settle the dispute.
Customer hereby authorizes Systrion to compile, use, or distribute to third parties aggregated information regarding Customer's use of or access to the Systrion DATA POOL or regarding content Customer has entered into the Systrion DATA POOL. However, such aggregated information may only include information about use of PRODUCT DATA in the narrower sense, i.e., it may not, for example, include personal data or mention specific products or trading partners of Customer. Provided that Systrion has obtained Customer's prior written consent, such aggregated information may also include information that Customer has consented to disclose.

V. Image and Document URLs

If Customer decides to make any images and documents available to the GS1 GDSN by publishing URLs via the Systrion DATA POOL, Customer shall take into account that such URLs will be available to the public. Customer further shall take into account that any participant who is able to identify such URLs will have access to all associated content and will be able to view and download such content.

VI. Defects in title to PRODUCT DATA

Customer hereby acknowledges and consents that Systrion grants no rights and makes no representations or warranties with respect to any third-party content retrieved by Customer from the GS1 GDSN via the Systrion DATAPOOL. Such third-party content is disseminated by the third party and not by Systrion, so that Customer bears sole responsibility for verifying that such third-party PRODUCT DATA are accurate and complete.
Customer shall defend, and indemnify and hold harmless, Systrion from and against any and all damages (including, without limitation, any claims for compensatory damages, penalties, fines, costs, expenses, and reasonable attorneys' fees) incurred by Systrion as a result of any third-party claims that PRODUCT DATA, their distribution, or their use by the Systrion DATA POOL violate the aforementioned requirements for PRODUCT DATA.
Systrion shall notify Customer of any third-party claims without undue delay, provide Customer with all cooperation, information, and assistance, and give Customer sole control and authority to litigate, mediate, or settle the dispute.

VII. Deletion of GTINs

Once GTINs have been successfully sent to the GS1 GDSN, Customer can no longer delete them. GTINs that have not been successfully sent to the GS1 GDSN can be deleted and also will not be charged.
In accordance with the GS1 GDSN deletion rules and GS1 GDSN document retention policy, data will be automatically deleted from the Systrion DATA POOL if they have a discontinued or canceled date, have been completely depublished, and the last data transfer occurred at least 12 months before the first day of the current month. This deletion likewise takes place on the first day of the month at 0:00 CE(S)T. This retention obligation shall not apply at termination of the Agreement (see Section XI).

VIII. Confidentiality

Customer shall maintain confidentiality with respect to all Confidential Information of any other GS1 GDSN participants, exercising at least the same degree of care as Customer exercises for its own, similarly sensitive information, however in no case less than reasonable care. Customer shall use Confidential Information of other GS1 GDSN participants only for purposes of exchanging information via the GS1 GDSN and shall not share or disclose Confidential Information with or to anyone. "Confidential Information" within the meaning of this clause means any information, including any third-party content, accessed by Customer via the Systrion DATA POOL which is either designated as "confidential" or the like or whose confidentiality necessarily follows from the circumstances of disclosure or from the nature of the information involved, regardless of whether the information is disclosed in writing, orally, electronically, or otherwise. Confidential Information shall not include information which can be shown was already in the public domain at the time of disclosure or which later becomes part of the public domain without any breach of the duty of confidentiality under this Section, which was already known to the recipient at the time of disclosure without any breach of a duty of confidentiality, or which is later disclosed to the recipient by a third party without any breach of a duty of confidentiality.
The duty of confidentiality shall not apply to a disclosure of Confidential Information to those employees and authorized representatives who need to know such Confidential Information for the performance of the Agreement and who are subject to a duty of confidentiality and restrictions on the use of Confidential Information that are at least as strict as the obligations included in these Terms of Use. Customer shall be responsible for ensuring compliance by any persons to whom Confidential Information is disclosed in accordance with this subsection.
If Customer has a legal obligation to disclose Confidential Information of another GS1 GDSN participant, the Customer shall make commercially reasonable efforts to notify the other party of this obligation prior to disclosure.
Customer shall not be liable for any damages resulting from a failure of the other GS1 GDSN participant to take reasonable precautions to protect against the occurrence of such damages. The same shall apply, mutatis mutandis, to any personal liability of Customer's employees, representatives, officers, and directors.
These confidentiality obligations shall remain in effect without change for a period of two years after the end of Customer's participation in the GS1 GDSN.

IX. No Anti-Competitive Activities

The Parties agree not to use the Systrion DATA POOL or GS1 GDSN to promote anti-competitive activities, including, without limitation, any improper exchange of sensitive information protected under unfair competition law, price fixing, market sharing, price signaling, market signaling, coordinated price fixing or group boycotts, or any other violations of applicable law.
Systrion provides no legal advice to Customer and cannot state with certainty whether Customer's use of or reliance upon the Systrion DATAPOOL will be in compliance with all applicable legal or regulatory requirements.

X. Trademark Protection

Customer shall not remove or otherwise alter any trademarks, service marks, or copyright or other proprietary notices on complete or partial copies of documents or any other materials provided to Customer by another GS1 GDSN participant. Nor shall Customer use any trademarks or service marks of other GS1 GDSN participants in any press releases or in any advertising, sales, marketing or other materials intended for the public, except with their prior written consent.

XI. Obligations after Termination of the Agreement

Customer shall discontinue all use of the Systrion DATA POOL at termination of the Agreement.
Customer hereby acknowledges that Systrion has the right to block Customer's access after termination of the Agreement. Systrion shall delete from the Systrion DATA POOL any Confidential Information entered by Customer.

XII. Supplementary Provisions

Customer shall not hold itself out as a GS1 GDSN certified data pool during the contract term of the Agreement.
Customer is aware and hereby acknowledges that certain software and technical data to which it receives access in connection with the Agreement may be subject to export controls under the laws and regulations of certain countries, and Customer agrees not to export or re-import such items, or any direct products thereof, and not to execute any transactions that would violate such laws or regulations.
Customer warrants that it currently maintains no registered office in the United States of America and shall notify Systrion without undue delay if Customer should open such a registered office in the future.

Last revised: January 2025