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CUSTOMER TERMS

Customer Terms

Thank you for choosing greenpass („greenpass“)!

I.  CUSTOMER OR USER?

§ 1.1  Who is the “Customer”?

(a)  "Customer"

i. is the organization you represent by agreeing to these terms (the "Customer Terms"); or
ii. is yourself if you are not formally affiliated with an organization and agree to the Customer Terms.

 

(b)If you created an account (the "Customer Account") and subscribed to a plan through your corporate email domain, your organization is the Customer. The Customer may change and reassign permissions related to the Account, including your own permissions, and exercise any other rights under the Customer Terms. If the Customer chooses to replace you as the representative with authority to manage the Customer Account with another individual, we will notify you following such decision, and you agree to take any actions reasonably requested by us or the Customer to facilitate the transfer of authority to the new Customer representative.

§ 1.2 As Customer.  If you are the Customer, these Customer Terms describe your rights and obligations when using the services provided on our website www.greenpass.io and all its subdomains (the "Website"), including all components and features associated with such services (the "greenpass Services"). You acknowledge that you have read and understood the Customer Terms and agree to be bound by the Customer Terms and the obligations contained therein.

§ 1.3 As "User". If you participate as a “User” in a workspace set up by or for a Customer, the terms of use govern your access to and use of the greenpass Services (the “Terms of Use”).

§ 1.4 "We," "our," and "us." "We," "our," and "us" refer to the person named in Section 15.1 (together with the Customer, the "Parties").

In a nutshell

If you register on behalf of someone else, such as your employer, then your employer is the "customer", and these Customer Terms bind your employer, not you.

Users must agree to our User Terms separately.

II.  OUR AGREEMENT WITH YOU

§ 2.1  The contract.

(a) 

These Customer Terms form part of a binding contract between us and the Customer (the "Contract"). All
i. General User Codes on our website, if any;
ii. Order Forms (as defined below); and
iii. Provisions in a Customer-Specific Addendum applicable to the Customer,
as amended from time to time, are incorporated into these Customer Terms and, together with them, form part of the Contract.

(b)  Customer further agrees to comply with the most recent version of the Privacy Policy listed below, which is incorporated herein by reference. If Customer accesses the greenpass Services or continues to provide access to Authorized Users (as defined below) after being notified of a change to the Privacy Policy, Customer acknowledges that Customer has read, understood, and agrees to be bound by the then-current Privacy Policy.

§ 2.2  Other agreements and rankings.

(a) Unless otherwise expressly agreed in this Agreement or in writing between the parties, this Agreement contains all terms and conditions applicable between the Customer and us and supersedes all prior or oral agreements between the Customer and us.

(b) Notwithstanding Section 2.2(a), certain aspects of the Customer's use of the greenpass Services may be subject to additional agreements. Upon receiving an offer for such use, the Customer will be informed of any additional terms and conditions and may accept them in order to use the Additional Services, which will then be incorporated into the Agreement by reference. Some of the additional terms and conditions are set out on our website.

(c) In the event of a conflict between the various components of the Agreement, the following shall prevail in descending order of priority:

i. any provisions in a Customer-Specific Addendum applicable to the Customer;
ii. any Order Form (as defined below);
iii. these Customer Terms; and
iv. the User Code, if any.

§ 2.3  Your agreement on behalf of the customer.  Through

(a) creation of a workspace, i.e. an online digital space in which a group of logged-in users can access the greenpass services (the “Workspace”); 

(b) inviting users to the workspace; or 

(c)  use or authorization of the use of the Workspace after notification of a change to these Customer Terms,

you confirm your understanding of the then-current Agreement and agree to the Agreement on behalf of the Customer. Please ensure that you have the necessary authority to enter into the Agreement on behalf of the Customer before proceeding. We reserve the right to request further information or documentation from the Customer to confirm your authority and to cancel the Customer's Registration (as defined below) if, in our sole discretion, we find such information or documentation to be insufficient.

§ 2.4  Validity and changes.

(a) As our business evolves, these Customer Terms may also need to be amended. We will notify the customer before any material changes take effect.

(b) The customer can view the current version of the customer terms and conditions at any time at www.greenpass.io/customer-terms.

(c)Material changes to the Customer Terms will become effective on the date specified in our notice pursuant to Section 2.4(a). All other changes will become effective upon posting of the change. If the Customer or any of its Authorized Users (as defined below) accesses or uses the greenpass Services after the effective date, the Customer will be deemed to have accepted the revised Customer Terms.

In a nutshell

In addition to these Customer Terms, there is a Privacy Policy and possibly some other documents that the customer must be aware of when using the greenpass services.

It is also very important that the person creating an account for the customer is authorized to do so on the customer's behalf. Make sure you have this authorization!

III.  SUBSCRIPTIONS

§ 3.1  Order subscriptions.

(a)  A subscription entitles the Customer to access the greenpass services (the “greenpass Subscription”).

(b)  A greenpass subscription can be purchased via the webshop, accessible via the website (the “Webshop”), or by agreement between the customer and us in the form of a form (the “Order Form”).

(c) The greenpass subscription begins upon receipt of the order in the webshop or the order form and lasts, subject to earlier termination, for the period specified in the "Subscription" section of the customer account (as defined below) or in the order form.

(d) These customer terms and conditions also come into effect when the greenpass subscription begins, when we accept the registration and notify the customer accordingly

(e)A greenpass subscription may apply to a single Authorized User or a group of Authorized Users, as specified in the Customer Account (as defined below) or in the Order Form. We sometimes enter into other types of ordering arrangements, but this must be agreed upon in advance in an Order Form.

§ 3.2  Registration and decision for a greenpass subscription. We may publish information about our future product plans. Our public statements regarding these product plans reflect intent, but you should not base your decision to register on them. If the customer decides to register or purchase a greenpass subscription, that decision should be based on the features or functionality we have actually made available at the time of that decision, not on the availability of future features or functionality.

§ 3.3  Select beta testers. Occasionally, we may be looking for beta testers to help us test our new features. These features will be labeled "beta" or "pre-release" or similar terms (each, a "Beta Product"). Beta Products are provided "as is," notwithstanding anything to the contrary in the Agreement, and any warranties or contractual obligations we may have in the Agreement will not apply.

§ 3.4  Feedback is welcome. The more suggestions our customers provide, the better the greenpass services become. When the customer provides us with feedback or suggestions, there is a possibility that we may use them. Therefore, the customer grants us, for itself, all authorized users, and other customer personnel, an unlimited, irrevocable, perpetual, sublicensable, royalty-free, and transferable license to use such feedback or suggestions for any purpose, without obligation or compensation to the customer, any authorized user, or other customer personnel.

§ 3.5  Third-party products

(a) The greenpass Services may contain a platform that third parties use to develop applications and software that may complement the use of the greenpass Services (the "Third-Party Products"). We may also provide an application in which third-party products are available for retrieval. These are not our products, and we therefore do not warrant or support these products in these cases. The customer decides whether to use certain third-party products; therefore, such use is determined solely by the relationship between the customer and the respective third party. This disclaimer of warranty also applies to files created or processed by us. Neither oral nor written information received by the customer from us shall constitute a warranty from us in this regard.

(b)  If we believe there is a breach of contract that can be remedied simply by the customer disabling a third-party product, we will in most cases request the customer to take direct action rather than intervening ourselves. However, we may take such action as we deem appropriate if the customer fails to take appropriate action themselves or if we believe there is a risk of harm to us, the greenpass Services, Authorized Users, or other third parties.       

In a nutshell

The customer can use the greenpass services after creating a customer account and a workspace. The scope of the greenpass services is determined by the customer account or the order form that the customer signs.

It is important to note that we are not responsible for things that are not part of the greenpass services, such as features we are testing in beta or add-ons provided by third parties.

IV.  WORKSPACE

§ 4.1  Registering a customer account.  After purchasing a greenpass subscription, the Customer may access the greenpass Services by creating a Customer account on the Website ("Register" and "Registration"). Registration becomes effective and these Customer Terms and Conditions take effect upon our acceptance of the Registration and notification to the Customer.

§ 4.2  Authorization of users by the customer.

(a)  Subject to an active greenpass subscription pursuant to Art. III, users designated by the Customer (the “Authorized Users”) may be authorized to access the greenpass Services via the Workspace and import content and information into the Workspace (the “Workspace Data”).

(b) Each Authorized User

i. must agree to the User Terms to activate their account (the "User Account");
ii. must not share User Account access information with anyone else; and
iii. must comply with all authentication requirements established by us.

(c) The Customer must:

i. keep all access and login information secure and confidential and ensure that unauthorized persons cannot access and use the greenpass Services; and
ii. inform its Authorized Users of all Customer policies and practices relevant to the use of the greenpass Services, in particular regarding the handling of Workspace Data pursuant to Art. VI.

§ 4.3  Compliance with the contract.

(a) The Customer must

i. comply with the Agreement itself; and
ii. ensure that its Authorized Users comply with the Agreement and the Terms of Use.

(b)  We may monitor behavior for compliance with the terms and conditions, but we are not obligated to do so.

(c)  The Customer must ensure that all Authorized Users are over 16 years of age.

§ 4.4  Customer assurances. The customer guarantees that he

(a) has legally concluded this contract and is authorized to conclude it;

(b)  is responsible for the conduct of its Authorized Users and their compliance with this Agreement and the Terms of Use; and

(c)  has all necessary rights to the workspace data.

§ 4.5  Platform and software protection. The Customer shall not permit any person, including Authorized Users,

(a)  to store, distribute, transmit, upload or retrieve any viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature when accessing or using the greenpass Services;

(b) when accessing or using the greenpass Services, store, distribute, transmit, upload, or retrieve any material that:

i. is unlawful, harmful, threatening, defamatory, obscene, abusive, harassing, or racially or ethnically offensive;
ii. facilitates illegal activities;
iii. displays sexually explicit images;
iv. promotes or glorifies unlawful violence;
v. is discriminatory based on race, gender, color, religious beliefs, sexual orientation, or disability; or
vi. is otherwise illegal or causes damage or injury to persons or property;

(c) Unless expressly permitted in 

i. writing by the Agreement or mandatory applicable law, attempt to copy, modify, reproduce, create derivative works from, frame, reverse engineer, republish, download, display, transmit, or distribute the greenpass Services, in whole or in part, in any form, in any medium or by any means; or

ii. decompile, reverse compile, disassemble, reverse engineer, or otherwise reduce to a human-perceivable form, in whole or in part.

(d) access the greenpass Services to develop a product or offer services that compete with the greenpass Services; 

(e)  use greenpass services to provide services to third parties not expressly mentioned in the contract;

(f) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the greenpass Services or otherwise make them available to any third party, other than Authorized Users;

(g)  attempt to provide access to the greenpass Services to third parties or assist them in obtaining access, unless this is provided for in the Agreement;

(h)  to violate or encourage the violation of the legal rights of others;

(i)  interfere with the use of the greenpass Services by other customers, authorized resellers, or other users authorized by us or devices through which the greenpass Services are provided;

(j) disable, interfere with, or circumvent any component of the greenpass Services;

(k) create, distribute, publish or promote unsolicited bulk email, advertising or other solicitations (“spam”);

(l) to grant other unauthorized persons access to or use of the greenpass Services or to grant access to or use of software contained in the greenpass Services, or, if the Customer becomes aware of such unauthorized access or use, not to inform us immediately; and

(m)  that its networks and systems violate the specifications provided by us from time to time.

In a nutshell

The customer decides which individuals may access the greenpass services as "Authorized Users."

The customer must comply with these Customer Terms, and each authorized user must comply with the Terms of Use. Furthermore, the customer and authorized users must comply with all laws and promise us that all data they upload to the greenpass services is legal in all respects.

V.  WHO OWNS THE WORKSPACE DATA AND OTHER INTELLECTUAL PROPERTY

§ 5.1  What belongs to us belongs to us.

(a) All of our trademarks, service marks, trade names, logos, domain names, and all other features of our brand (the "Trademark Features") are our property or the property of our licensors. The Customer Terms do not grant the Customer any rights to use our Trademark Features for any commercial or non-commercial purpose.

(b) We are and will continue to own the greenpass Services and all related intellectual property rights, including, without limitation, the underlying source code and all image, sound, and video recordings. We may make software components available as part of the greenpass Services through app stores or other means.

§ 5.2 What's yours is yours.

(a) Unless otherwise provided in the Agreement, nothing in this document constitutes a transfer of any right, title or interest, including without limitation any patents, copyrights, trademarks or other rights in Customer's Workspace Data to us.

(b) The Customer hereby grants us a limited license to use Workspace Data for the purpose of continuously improving the greenpass Services. The Customer may revoke this license at any time by providing us with written notice.

In a nutshell

The customer agrees to respect our intellectual property rights in the greenpass services, and we do not claim any rights to the customer's intellectual property.

However, we may use workspace data to provide and improve the greenpass services.

VI.  HOW WE HANDLE WORKSPACE DATA

§ 6.1  Customer responsibilities.  The customer is responsible for

(a)  the content of Workspace Data and the manner in which the Customer or its Authorized Users use the greenpass Services to store or process Workspace Data;

(b)  the legality, reliability, integrity, accuracy and quality of Workspace Data and the lawfulness of the transfer and processing of Workspace Data under the Contract; and

(c) any use, disclosure, modification, or deletion of Workspace Data transferred to, shared with, or accessed by third-party products. If a third-party product is enabled for a customer's workspace, the customer should be aware of Workspace Data shared with third parties and consider the purposes for which the third party accesses the Workspace Data.

§ 6.2 Customer instructions.

(a)  We will not use or process Workspace Data without Customer's prior written instructions; provided, however, that "prior written instructions" includes the use of the greenpass Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Agreement and the improvement of the greenpass Services.

(b)  The Customer, but not individual Authorized Users, may provide us with additional instructions regarding the handling of Workspace Data, unless such instructions prevent us from fulfilling our obligations under this Agreement. Such instructions may result in the retrieval, use, disclosure, modification, or deletion of some or all Workspace Data.

§ 6.3  Sharing workspace data with third parties.

(a) We will comply with our confidentiality obligations under Article XI with respect to Workspace Data.

(b) Before we share Workspace Data with a member of the greenpass family (as defined below), we will ensure that that individual, at a minimum, follows appropriate data practices to ensure the confidentiality and security of Workspace Data and prevent access by unauthorized persons.

§ 6.4  Workspace data security.

(a) Protecting workspace data is our top priority, so we will maintain administrative, physical, and technical safeguards no less than those described in our security precautions at www.greenpass.io/de/datenschutz. These safeguards include measures to prevent unauthorized access, use, alteration, deletion, and disclosure of workspace data by our personnel.

(b) The Customer, not us, is solely responsible for the appropriate security, protection, and backup of Workspace Data when it is in the possession or control of the Customer or its agents, particularly when using the Customer's own infrastructure or that of a third party. We are not responsible for the handling of Workspace Data by the Customer's Authorized Users, third-party products, or infrastructure providers. This is the Customer's responsibility.

§ 6.5  Portability of workspace data.  We may, during the term of a greenpass subscription, permit the Customer to export or share certain Workspace Data located in our system or otherwise in our possession or control from the greenpass Services; provided, however, that the Customer acknowledges and agrees that the ability to export or share Workspace Data may not be available at all or may be partially available depending on the greenpass subscription selected and the data retention, sharing, or invitation settings enabled.

§ 6.6  Deletion of workspace data.

(a)  Upon termination of a greenpass subscription, we are under no obligation to retain or provide to the Customer any Workspace Data residing in our system or otherwise in our possession or control and will therefore, unless prohibited by law, delete such data upon termination of the greenpass subscription.

(b) If we believe there is a breach of contract that can be remedied by the Customer removing certain Workspace Data, we will, in most cases, request the Customer to take action rather than intervening ourselves. However, we may directly intervene and take such action as we deem appropriate if:

i. the Customer fails to take appropriate action despite being requested to do so; or
we believe there is a reasonable risk of harm to us, the greenpass Services, the Authorized Users, or other third parties.

In a nutshell

The Customer or its Authorized Users may not upload or create any illegal content on the greenpass Services. The Customer is responsible for how Authorized Users handle their data.

We use the Customer's data solely to provide the greenpass Services and store it securely. When our relationship ends, we will delete this data.

VII.  OTHER PROMISES WE MAKE ABOUT GREENPASS SERVICES

§ 7.1  Provision of greenpass services. We will provide the greenpass Services to Customer and its Authorized Users as described in the Agreement, in compliance with all applicable laws and the Agreement.

§ 7.2  Availability of greenpass services.

(a)  We will always make commercially reasonable efforts to make the greenpass Services available 24 hours a day, 7 days a week, except during scheduled downtimes. We expect scheduled downtimes to occur infrequently and will endeavor to provide advance notice to the customer.

(b) The customer can contact us for customer support inquiries as follows:

i. For reporting problems and incidents: [support@greenpass.io]
ii. Other customer support is available via the contact details provided in the customer account.

§ 7.3  The greenpass family.  We may use our employees, those of our affiliates, and third-party providers (the "greenpass family") to exercise our rights and fulfill our contractual obligations. We are responsible for ensuring that the greenpass family complies with our contractual obligations.

§ 7.4    Third-party infrastructure. Notwithstanding anything to the contrary in the Agreement, if the use of the greenpass Services is carried out using the Customer's own IT infrastructure or that of a third party (each an "Infrastructure Service") through a "cloud service" or a platform provider (an "Infrastructure Provider"), the following applies:

(a) The use of and access to the greenpass services and the website is only granted if we have access to the infrastructure service of an infrastructure provider;

(b) Any failure, disruption, delay or unavailability of any infrastructure service shall be treated as a Force Majeure for the purposes of the Contract;

(c) The Customer agrees to provide us with such information and cooperation as we may require to fulfill our obligations to the Infrastructure Provider and will indemnify and hold us, our Affiliates and the Infrastructure Provider harmless, immediately upon first written request, from any and all damages arising from or related to the Customer's failure to comply with this Section 7.4; and

(d)  The customer is responsible for the security of the infrastructure services.

In a nutshell

We undertake to provide the greenpass services in compliance with all applicable laws and not to use data that the customer uploads to the workspace for purposes other than those agreed upon in the contract.

We will do our best to keep the greenpass services available at all times and without interruption, but may, for example, depend on the customer's own infrastructure.

We are entitled to delete all workspace data when a greenpass subscription ends, unless we are legally prohibited from doing so.

VIII.  WARRANTY

§ 8.1   Exclusion of warranty. Subject to other provisions of this Agreement, the greenpass Services, all related components, and information are provided solely "as available" without warranty of any kind. This includes, but is not limited to, the disclaimer of any warranties of merchantability, title, fitness for a particular purpose, viability, functionality, usability, and non-infringement. Customer acknowledges that we do not guarantee that the greenpass Services will operate uninterrupted, timely, secure, or error-free.

§ 8.2  Changes to greenpass services.  We may change, modify, add, or remove portions of the greenpass Services at any time at our sole discretion.

IX.  OUR LIABILITY

§ 9.1   Remedies for problems or dissatisfaction.Unless otherwise expressly agreed in the Agreement, the Customer acknowledges and agrees that the sole and exclusive remedy for resolving any problem or dissatisfaction with the greenpass Services is to discontinue using them.

§ 9.2   Fraud and personal injury.  Subject to Section 9.3, nothing in the Customer Terms shall release us from our liability for fraud, fraudulent misrepresentation, death or personal injury resulting from our gross negligence and, where required by law, ordinary negligence.

§ 9.3   Limitation of liability. We, our officers, owners, employees, agents, subsidiaries, affiliates, successors, suppliers or licensors shall not be liable for

(a) any incidental, indirect, punitive, special or consequential damages, including but not limited to damages including loss of data, revenue and/or profits, costs or expenses, including costs and expenses, whether foreseeable or unforeseeable, that may arise out of or in connection with the Customer Terms;

(b) any loss of use, loss of data, loss of profits or any damage to equipment where the Customer could have prevented such damage by following our recommendation to update their equipment or applications or where such damage occurs as a result of the Customer improperly following our instructions or the Customer being unable to implement the system requirements recommended by us, in each case as published on our website or otherwise communicated to the Customer;

(c) any action taken or omitted, or any damage suffered as a result of such action or omission, in reliance on any notice, instruction, consent, certificate, affidavit, declaration or other paper or document which we reasonably believed to be genuine and to have been produced or signed by the respective parties or their representatives;

(d) any delay in the performance or failure to perform our obligations under the Customer Terms where such delay or failure is primarily due to events, circumstances, or causes beyond our reasonable control, including, without limitation, Force Majeure, or is more closely related to the acts or omissions of the Customer. In such circumstances, the performance period shall be extended by the period by which performance of the obligation was delayed or within which the obligation could not be performed;

(e) any damages caused by:

i. our slight negligence;
ii. intentional, reckless, negligent, or other statements, acts, or omissions of persons other than us, an affiliated company, our or their respective subcontractors under the Contract, or a consultant; or
iii. failure by the Customer to mitigate damages where the damages could have been reasonably mitigated; and

(f) an amount that is higher than the sum of all payments made by the customer to us in connection with the contract during the last 12 months before the claim is brought before the competent court.

§ 9.4   Expiry of claims for damages. The customer must notify us of any defects in writing within 14 days of becoming aware of them and, if no agreement can be reached, file a lawsuit within two months of becoming aware of them, otherwise any potential claim for damages will be forfeited.

§ 9.5   Malware and third-party products.

(a)  We do not guarantee that the greenpass services are free of malware or other harmful components.

(b)  Furthermore, we make no representations, warranties, or endorsements, and assume no responsibility for,

i. third-party applications or their content;
ii. user content;
iii. devices or third-party products; or
iv. third-party services provided by third parties through us.

(c) We are neither responsible nor liable for transactions between the customer and third parties

§ 9.6  Compliance with official orders. We are expressly authorized to comply with any order, judgment, or decree of any court or other authority provided for in the Contract. In the event of compliance with any order, judgment, or decree, we shall not be liable to the Customer or any other person for such compliance, notwithstanding that such order, judgment, or decree is subsequently reversed, modified, or rescinded.

§ 9.7   Internet.

(a) The customer understands that the use of the greenpass services involves the use of the internet. Since the internet is an unregulated public network over which we exercise no control, we are not responsible for the operation and maintenance of any servers and their connection to the internet for the use of the greenpass services.

(b)  We do not guarantee that uploads, downloads, or transmissions from us to the customer will be uninterrupted or error-free.

(c) We assume no liability for the accuracy, reliability, privacy, security, authenticity or completeness of any data transmitted over the Internet, or for any intrusion, virus interference, loss of communication, loss or corruption of data or any other errors or events caused or permitted by the Internet.

§ 9.8   The Customer is solely responsible for providing itself and its Authorized Users with high-speed internet service to access and use the greenpass Services.

X.  CUSTOMER LIABILITY

§ 10.1   The customer shall indemnify us against any costs incurred by us as a result of any claims, actions or proceedings against us and our affiliates, as well as our and their officers, directors, employees and contractors, to the extent that these arise from

(a) breaches of contract;

(b) violations of laws or regulations; or
(c) infringements or unauthorized uses of intellectual property or other rights

by the Customer, any of the Customer's affiliates or their respective officers, directors, employees, subcontractors or agents.

§ 10.2  The customer shall pay to the third party any amount awarded as compensation by the competent court as a result of the legal assertion of one of the claims referred to in Section 10.1, or agreed upon as part of an out-of-court settlement. Payment of compensation by the customer requires that we immediately notify the customer of the existence of any of the above-mentioned claims.

XI.  CONFIDENTIALITY

§ 11.1   Confidential information. Each party (the "Disclosing Party") may disclose Confidential Information (as defined below) to the other party (the "Receiving Party") in connection with the Agreement. "Confidential Information" means all information that, by its nature and the circumstances of disclosure, should be considered confidential, including order forms, non-public business, product, technology, and marketing information, and Customer workspace data. If anything is marked "Confidential," this is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that

(a)  are or become generally available to the public without breach of any obligation owed to the Disclosing Party;

(b)  was known to the Receiving Party prior to disclosure by the Disclosing Party without breaching any obligation owed to the Disclosing Party;

(c) received from a third party without breaching any obligation to the Disclosing Party; or

(d) were developed by the Receiving Party itself.

§ 11.2  Protection and use of confidential information.  The Receiving Party will

(a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information and limit access to Confidential Information to those employees, affiliates and contractors who need to know such information in connection with the Agreement and, at the request of the Disclosing Party, have the aforementioned persons sign a declaration of undertaking;

(b)  not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and

(c)  not apply for any intellectual property rights for the Confidential Information.

Notwithstanding the foregoing, a Party may share Confidential Information with financial and legal advisors subject to confidentiality obligations at least as restrictive as the provisions regarding Confidential Information contained in the Agreement.

§ 11.3  Compulsory access or compulsory disclosure. Notwithstanding anything to the contrary in the Agreement, the Receiving Party may access or disclose Confidential Information of the Disclosing Party if required to do so by law, provided, however, that the Receiving Party has informed the Disclosing Party

(a) to the extent permitted by law, informed in advance of the compulsory access or compulsory disclosure; and

(b) provide reasonable assistance at the Disclosing Party's expense if the Disclosing Party wishes to contest the compelled access or disclosure.

§ 11.4  Reimbursement of costs by the disclosing party. The Disclosing Party shall reimburse the Receiving Party for reasonable costs incurred by the Receiving Party in connection with

(a) the compilation of and provision of access to Confidential Information arise if the Receiving Party is legally compelled to access or disclose the Disclosing Party's Confidential Information; and

(b)  Assisting the Disclosing Party in obtaining an injunction or confidential treatment of the Confidential Information.

§ 11.5  Further information. Please read the Data Request Policy to learn how to make requests to disclose workspace data and how we handle those requests.

XII.  THIS IS HOW WE GET PAID

§ 12.1  Fees.

(a)  The fees incurred for the use of the greenpass services under a paid greenpass subscription (the "Fees") must be paid using a payment method specified in the order form or in the customer account under "Subscription".

(b)  Unless expressly agreed otherwise in the Agreement, fees are payable at the beginning of the applicable period. If we agree to invoice the Customer by email, full payment must be received within 30 days of the invoice date.

(c)  Payment obligations are non-cancellable, and unless expressly stated in the Agreement, fees paid are non-refundable. In the event that the Customer switches to a different, lower-priced greenpass subscription, the Customer remains responsible for all unpaid fees under the previous greenpass subscription, and the greenpass Services will be deemed fully performed and provided upon expiration of the term of the original greenpass subscription.

§ 12.2  Taxes. The fees are exclusive of any taxes, duties, tariffs, or similar governmental assessments of any kind, including, for example, value-added, sales, use, or withholding taxes that may be imposed by any jurisdiction (collectively, the "Taxes"). The Customer is responsible for paying all taxes associated with your purchases, except for taxes based on our net income. If a payment for the greenpass Services is subject to withholding by a government, the Customer will reimburse us for such withholding.

§ 12.3  Currency exchange and transfer fees. The customer must pay all exchange and transfer fees so that we receive the full invoice amount in euros.  

§ 12.4  Complete preservation. The receipt and/or posting by us of any payment less than the invoiced amount for any reason shall not be deemed a waiver of the remaining balance until such waiver is expressly made or confirmed by us in writing.

§ 12.5  On Bill. Without prejudice to any other rights, we may offset the Customer’s liability to us against the Customer’s liability to us.

§ 12.6  Overdue payments.

(a) If the Customer fails to pay the Fees by the due date, we reserve the right to suspend the Customer's and all Authorized Users' access to the greenpass Services through the Workspace until the Customer has paid the Fees that are due and payable.

(b)  If any payment due and payable under the Contract is not paid in full on or by the due date, we may, without prejudice to our other rights and remedies, charge interest from the due date at the rate of 8% per annum, accruing daily.

In a nutshell

If we charge a fee for the customer's access to the greenpass services, it is because the customer has subscribed to a specific plan online or such a fee is normally payable in advance, unless we agree to invoice the customer via email with individual terms and conditions.

All stated fees are exclusive of applicable taxes, and late payments may result in the suspension of the customer's access to the greenpass services.

XIII.  CONTRACT DURATION AND TERMINATION

§ 13.1  General provisions.

(a) This Agreement will remain in effect until all greenpass subscriptions ordered under this Agreement expire or are canceled, or the Agreement itself is terminated. Termination of this Agreement will terminate all greenpass subscriptions and agreements in order forms.

§ 13.2    Termination of the contract for good cause.      

(a)  We or the Customer may terminate the Agreement upon written notice to the other party if the other party breaches one or more provisions of this Agreement and such breach is not remedied within 30 days from the date of notice to the breaching party.

(b)  We may also terminate the Agreement immediately upon written notice to the Customer if we have reason to believe that the greenpass Services are being used by the Customer or its Authorized Users in violation of applicable law. The Customer is responsible for its Authorized Users, including any violations of this Agreement caused by its Authorized Users.

(c)  Any termination of the Agreement under this Section 13.2 shall be legally effective for all parties.

§ 13.3  greenpass subscriptions.       

(a)  Length of time. Unless expressly agreed otherwise, greenpass subscriptions have an unlimited term, but at least a term of a year.

(b) Automatic renewal. Unless otherwise specified in the Agreement,

i. all greenpass subscriptions will automatically renew for the term of the previous greenpass subscription, whichever is shorter; and
ii. the price per unit upon automatic renewal will remain the same as that of the immediately preceding greenpass subscription

(c)  Non-renewal. Either party may notify the other party of non-renewal by giving notice 3 months before the expiry of the term of a greenpass subscription in order to prevent the automatic renewal of a greenpass subscription.

§ 13.4  Termination of greenpass subscriptions by us. We may terminate any greenpass subscription at any time for cause, effective immediately, upon notice. In any event, this shall apply subject to any termination restrictions set forth in the Agreement.

§ 13.5  Termination of greenpass subscriptions by the customer.

(a)  The customer may terminate any greenpass subscription at any time for good cause with immediate effect by giving notice. This applies in any case subject to any termination restrictions specified in the contract.

In a nutshell

The contract is valid as long as a greenpass subscription remains active. There are various ways to cancel a greenpass subscription.

XIV.  SOME FINAL POINTS

§ 14.1    Reference. The customer grants us the right to use the customer's company name and logo for marketing or advertising purposes on our website and on other public or private platforms. The customer may revoke this right at any time by notifying us in writing.

§ 14.2   No legal services. Neither the provision of the greenpass services nor the creation of the contract and related instructions constitute

(a) Legal advice or legal services; or

(b)  medical advice

§ 14.3  Place of jurisdiction. For all disputes arising from the contract, the court with jurisdiction over the subject matter in Vienna shall have exclusive jurisdiction

§ 14.4   Applicable law. These Terms and Conditions, including Sections 14.1 and 14.4, are governed by Austrian law, excluding the provisions of international private law and its conflict of law rules, as well as the UN Convention on Contracts for the International Sale of Goods.

§ 14.5  Transfer of rights and obligations.

(a) The Customer may not transfer or sublicense its rights under this Agreement to any third party without our prior written consent.

(b)  We may assign our obligations and rights under the Agreement, in whole or in part, to any person without the Customer's consent, including any terms incorporated herein by reference, including to an affiliate or in connection with a corporate reorganization, acquisition, merger, or sale of all or substantially all of our assets. Furthermore, we may delegate any of our obligations under the Agreement.

§ 14.6  Messages.

(a)  Account-related information (e.g., invoices, changes to password or payment methods, and similar notifications) are only available in electronic form, e.g., as emails to the customer's email address.

(b) All notices, requests, explanations, or requests ("notify," "request," the "Notice" or the "Request") required or permitted under the Agreement must be given in writing to the addresses set forth in the Legal Notice on our website or in the Customer Account, provided that:

i. the notice or request shall be deemed delivered and effective only upon actual receipt; and
ii. in the case of us as the notifying or requesting party, posting on our website, including the Customer Account website, and any other form of notification to the Customer specified on the Customer's Customer Account shall be sufficient to constitute effective notice.

§ 14.7  Severability clause.The provisions of the Agreement are severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions of the Agreement. Should any provision of the Agreement, or its application to any person or circumstance, be invalid or unenforceable,

(a)  to the extent that it is valid or enforceable, it shall be replaced with a reasonable and equitable provision that achieves, as nearly as possible, the intent and purpose of the invalid or unenforceable provision; and

(b) neither the validity or enforceability of the remainder of the contract and the application of its provisions to other persons or circumstances, nor the validity, enforceability or application of the remaining provisions of the contract under any other jurisdiction is affected.

§ 14.8  Continued validity after contract end. The provisions contained herein, which by their nature must continue to apply after the end of the contract in order to carry out the intention of the contracting parties, shall also apply after expiration of the term, termination or otherwise for a period of time that is reasonable under the circumstances.

§ 14.9  Headings. The section headings are for convenience only and do not limit or affect the meaning of the provisions.

§ 14.10  Gender-fair language. For reasons of readability, the masculine form is used for personal names, but the feminine form is always also meant.

In a nutshell

If everything goes wrong, the things described in this section will happen. In addition, other legal rules are presented here.

XV.  CONTACT INFORMATION

§ 15.1   The services are provided by greenpass GmbH, Leopold-Ungar-Platz 2/4/423, 1190 Vienna, Austria.

§ 15.2  If you have any questions, you can contact us using the contact details provided in the imprint on our website.