TISA SOFTWARE – TERMS & CONDITIONS
These Terms & Conditions (“Terms“) are binding for all Customers using the Software provided by TISA. By accessing or using any TISA Software, you acknowledge and agree to comply with these Terms. If you do not accept these Terms, you are not permitted to use the Software.
TISA offers a range of Software with varying features, rights, obligations, and restrictions, depending on the specific features chosen by the Customer as outlined in the Agreement. Unless expressly stated otherwise, these Terms apply to all Software.
§ 1
Definitions
| “Agreement” | the Software License Agreement, including the appendices, as amended or supplemented from time to time; |
| “Business Day” | shall mean each day from Monday to Friday during Working Hours, with the exception of bank holidays in Poland and/or Switzerland; |
| “Confidential Information” | as described in § 16.1; |
| “Content” | any data, information, material, or media uploaded, published, shared, transmitted, stored, or otherwise used by the Customer within the Platform. Content encompasses all materials generated by the Customer or third parties acting on the Customer’s behalf, as well as any content derived from or incorporated into the Platform through Customer activities; |
| “Customer IP” | as described in § 11.4; |
| “Description of Services” | as described in § 2.7; |
| “Documentation” | the technical documents and user guides related to the Software developed by TISA and licensed to the Customer t available at:https://guide.tisagroup.ch/ |
| “Platform” | refers to a dedicated, customizable online environment provided to the Customer, managed and administered by the Customer using the Software (Smart Stride or Smart Umpire) in accordance with the terms of the Agreement.
|
| “SaaS” | as described in § 2.2; |
| “Streaming Specifications” | as described in § 3.2; |
| “Intellectual Property Rights” | any patents, trademarks, rights in designs, copyrights (including rights in computer software), rights in know-how or confidential information or rights in statistics, information or other data (in whatsoever form or format, whether collated or recorded in a database or otherwise), database rights (including any sui generis or other rights), any other legal and beneficial intellectual property rights (whether registered or not, and including any applications for registration) or any rights or forms of protection of a similar nature or having equivalent or similar effect to any others which subsist anywhere in the world; |
| “Software” | the software described in Agreement, developed by TISA and licensed to the Customer in accordance with the Agreement; |
| “Terms” | these Terms & Conditions which form an integral part of the Agreement.; |
| “Working Hours” | shall mean 8 hours from 09:00 and 17:00 CET, during a Business Day. |
All terms defined in the Agreement shall have the same meaning when used in these Terms & Conditions, unless expressly stated otherwise.
§ 2
LICENSE
1. TISA grants the Customer a non-exclusive, non-transferable, and non-sublicensable, limited license to access and use the specific Software indicated in the Agreement. This license is valid for the duration of the Agreement, provided the Customer is not in default of any payments and complies fully with these Terms.
2. The license provided by TISA grants the Customer the right to use the Software solely as a service (“SaaS“). This license allows the Customer to access and interact with the Sofware through an online interface provided by TISA (cloud infrastructure), without any transfer of ownership or rights to the underlying Software code or infrastructure. The Customer is not permitted to download, install, or host the Software independently, unless explicitly agreed in writing by TISA.
3. The Customer is granted access to the Software exclusively through the means and methods provided by TISA. The availability of certain features, functionalities, and customization options may vary depending on the specific features and the subscription plan selected by the Customer. TISA reserves the right to modify, update, or discontinue any part of the Software, provided such changes do not materially diminish the agreed functionalities during the term of the active subscription.
4. TISA may offer options and modules as expansions to the Software subject to additional charges. The Customer is not obliged to purchase these options and/or modules. This does not apply to an update or new version of the Software, which will be delivered by TISA without any additional charges.
5. The Agreement does not include the costs or execution of content migration, testing, or any custom developments. Such services, if requested by the Customer, shall be subject to additional fees and separate written arrangements. Unless expressly agreed otherwise in writing, all activities related to content migration, testing, and custom developments shall remain subject to the provisions of these Terms & Conditions.
6. The Customer acknowledges that it has thoroughly reviewed and familiarized itself with the technical conditions, functionalities, and pricing of the Software prior to entering into the Agreement. The Customer acknowledges that the Software is provided ‘as is’ and understands that any guarantees or warranties are limited to those expressly outlined in these Terms.
7. TISA agrees to provide the SaaS in accordance with the specifications set forth inhttps://guide.tisagroup.ch/user-manual (the “Description of Services”).
8. The Software and Documentation may only be used by authorized users in accordance with this Agreement. The Customer is liable for any breaches by its authorized users.
9. Unless provided for as functionality of the Software and for recovery and backup purposes, the Customer will not:
a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display or transmit all or any portion of the Software in any form or media or by any means;
b) obtain the Software in the source language or all or any part of the logical or engineering documents related to the Software;
c) reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party except the authorized users.
§ 3
SMART STRIDE
1. TISA provides the Smart Stride Software, customized to meet the specific technological needs of the Customer. The Platform, incorporating Smart Stride, is a technological tool intended to support the Customer’s audiovisual activities.
2. The provision of SaaS for the Smart Stride is conditional upon the Customer supplying an appropriate signal consistent with the minimum requirements as described in https://guide.tisagroup.ch/user-manual (the “Streaming Specifications”). The Customer is responsible for ensuring that all hardware, software, and network configurations meet the required specifications.
3. Customer independently shapes the catalog of Content on the Platform and is responsible for all content available on the Platform, advertisements or other transmissions posted on the Smart Stride Platform. TISA acts solely as a software provider. The Customer is fully responsible for ensuring that its use of the Platform complies with all applicable laws and regulations.
§ 4
CONTENT
1. Customer acknowledges that it is solely responsible for the Content and that any reliance upon any Content shall be at the Customer’s sole risk.
2. TISA does not verify, represent or endorse the correctness, accuracy or reliability of any Content. TISA expressly waives any and all liability for the Content or uploading, expressing, sharing, processing, dissemination, transmission, disclosure or other use (“Use”) of Content thereof in or in connection with the Software.
3. The Customer hereby warrants and represents that:
a) All Content Used in or in relation to the Software complies with all applicable laws and regulations and is consistent with all third party’s rights.
b) The Customer will not, and warrants that its representatives will not publish, post, upload, record, link to, or otherwise distribute or transmit any Content that:
- Infringes or violates, or would infringe or violate, any copyright, patent, trademark, service mark, trade name, trade secret, domain name or other Intellectual Property Rights or proprietary right of TISA or any third party;
- Infringes or violates any rights of publicity or privacy of any third party;
- Promotes, solicits, comprises or contains abusive, defamatory, excessively violent, harassing, inappropriate, indecent, lascivious, lewd, obscene, pornographic, profane, threatening, vulgar or otherwise inappropriate, objectionable or unlawful material;
- Contains corrupted files, trojan horses, viruses, worms or any other similar data, programs or software that may damage, expropriate, intercept or interfere with any data, information, property or system of any third party or that may damage or
- interfere with the Software; or
- Attempts to mislead others about the Customer’s or any of its representatives’ identity or the origin of any message or other communication, impersonates or otherwise misrepresents the Customer’s or any of its representatives’ affiliation with TISA or any other third party, or is otherwise false or misleading.
4. Customer shall take all measures required to hinder and prevent illegal Use of Content, including but not limited to shutting down any Content unlawful materials or any other Content not permitted under these Agreement. If any such Content is submitted, TISA may remove such Content from the Platform.
5. TISA acknowledges and agrees that all Intellectual Property Rights in connection with the Content are vested in Customer TISA processes the Content only to the extent necessary to make the Content available on the Platform.
§ 5
CONTENT DELIVERY AND TERRITORIAL PROTECTION
1. Customer is responsible for producing and delivering the Content in the manner and format specified in the Description of Services.
2. The Customer is responsible for managing and maintaining any Content uploaded to the Software. TISA does not provide backup or archiving services unless specifically agreed upon in writing.
3. TISA provides the tools necessary for the Customer to enable geoblocking if required. In such a case, TISA will enable geo-blocking of access to the Content, preventing access to recipients/end-users within the territories specified by the Customer.
§ 6
SOFTWARE CUSTOMIZATION
1. The Customer receives the Software “as is” under the license granted in accordance with the Agreement. Any customized modifications requested by the Customer shall be performed by TISA only upon prior written agreement between the Parties and shall be subject to additional fees. The Customer shall bear the full cost of such modifications, which will be agreed upon in a separate order and must be paid in advance before implementation.
2. No guarantee is made regarding the feasibility or implementation timeline of customizations and/or further developments that extend beyond the scope defined in the Agreement. Any such modifications require both an additional contractual agreement and an adjustment to the fees outlined in this Agreement.
3.All Intellectual Property Rights, including ownership and copyright, to any modifications or customized developments shall remain the exclusive property of TISA. The Customer is granted a non-exclusive, non-transferable, limited license to use the customized developments solely for the intended application within the scope of this Agreement.
§ 7
REMUNERATION
1. The prices and payment schedule are determined in accordance with the Agreement.
2. The license fee for the use of the Software and any applicable third-party software is due upon the conclusion of the Agreement or, at the latest, upon the first use of the Software. The license fee is billed monthly based on usage.
3. TISA reserves the right to increase fees at any time subject to a 3-month notification period due to licensing requirements for additional modules or customized modifications or as a result of rising costs of software components used under this Agreement, or due to other cost increases related to the Software, including but not limited to inflation, cloud service provider costs, or other operational expenses.
4. Invoices issued by TISA are payable within the payment term specified in the Agreement. In case of non-payment, TISA reserves the right to terminate the Agreement after providing notice to the Customer, as stipulated in the Terms.
5. All prices are quoted net and do not include any applicable taxes, duties, or similar charges. Services performed in Switzerland are subject to Swiss VAT, unless exempted by the applicable Swiss VAT regulations. For exported services, if conditions for VAT exemption are met, no Swiss VAT will be applied. The Customer is solely responsible for all applicable taxes, duties, and levies in its jurisdiction, including VAT, withholding tax, or other charges. Should withholding tax or other deductions be required by local law, the Customer shall gross up the payment to ensure that TISA receives the full amount due, net of any such withholdings.
6. The Customer may offset any claims against TISA only with prior written or email approval from TISA
7. TISA represents and warrants that:
a) TISA conducts business activity in Switzerland, and is entered into the register of business entities in Baar under the number CH-170.3.043.062-9, tax identification number CHE-167.994.884;
b) tax residency of TISA is located in Switzerland.
§ 8
WARRANTIES
1. TISA warrants that, for as long as the Agreement remains valid and in effect, the Software will perform in accordance with the functionalities and specifications described in the Description of Services. The warranty applies only if the Customer is not in default of any payments and complies fully with these Terms.
2. If the Agreement is terminated or expires for any reason, the warranty shall immediately cease to apply, and the Customer shall no longer have the right to access or use the Software. In such cases, TISA will generate a copy of the data and retain it for a period of up to one hundred and eighty (180) days from the effective date of termination or expiration of the Agreement.
3. Upon the Customer’s request and within the retention period, TISA may assist with the export or transfer of Customer-related data as part of an additional paid service, subject to a separate work order. Unless otherwise agreed by the Parties, TISA is not obligated to retain or provide access to the database. After the retention period, TISA reserves the right to permanently delete all stored data.
4. The warranty shall not apply and shall be unenforceable as a result of:
a) failure or malfunctioning of the Customer’s equipment or operating system adopted by the Customer; or
b) the Customer’s failure to follow written operating rules provided to the Customer before the failure or malfunction for which technical assistance is required; or
c) any modification made by the Customer to the Software or to procedures for use of the Software pursuant to the Documentation, unless authorized by TISA; or
d) any gross negligence or lack of care by the Customer or its personnel in the ongoing maintenance and management of the equipment used to host or access the Software; or
e) force majeure in connection with the use of the Software.
5. The Customer will bear the cost of any technical assistance provided by TISA to the Customer in response to any of the foregoing at (a) through (d) above. To the extent the Agreement is valid and in existence, the Terms shall govern the management and operation of the Software.
6. Except as expressly provided in these Terms, TISA makes no other warranties, whether express or implied, regarding the Software. TISA disclaims all implied warranties, including those of merchantability and fitness for a particular purpose.TISA is not liable for any damages arising from the use or performance of the Software, except as required by law or expressly stated in the warranty. TISA is not bound by any broader or inconsistent warranties made in separate agreements between the Customer and third parties.
§ 9
OBLIGATIONS AND ACKNOWLEDGEMENTS OF THE CUSTOMER
1. The Customer expressly acknowledges that TISA entered into the Agreement in consideration of the following circumstances:
a) the Customer is aware of the essential functional characteristics of the Software;
b) the Customer has accepted that the Software may be not “error-free” with the proviso that TISA undertakes to act with due care to eliminate any errors that may arise in the course of using the Software; and
c) TISA has given to the Customer limited warranties in relation to the Software, as specified in the Terms;
d) The Customer has reviewed and verified all applicable legal requirements under the governing law and agrees to comply with such requirements when using the Software.
2. Notwithstanding anything to the contrary in this Agreement, unless provided for by a separate Agreement, the Customer is responsible for:
a) the supervision, administration and control of the use of the Software and for the correct application of any standard procedures to be followed in connection with the use of the Software, if any, provided by TISA;
b) utilizing the Software exclusively for the purpose defined in the Agreement and only for the duration of the Agreement;
c) ensuring access to the Software is only granted to employees who have been trained to use the Software;
d) ensuring that the use of the Software complies with all applicable laws and regulations in the jurisdiction(s) where the Software is used.
§ 10
OTHER STATEMENTS AND ASSURANCES
1. Each Party represents and warrants to the other Party that, as of the date of this Agreement and throughout the term of this Agreement:
a) is a duly incorporated entity and has existed continuously since its establishment;
b) has all authority and capacity to enter into this Agreement, and once signed, this Agreement shall constitute its legal, valid and binding obligation enforceable in accordance with the terms of this Agreement;
c) has and shall have full right, title and authority to assume and perform all duties, obligations, contractual provisions, assurances, representations and agreements contemplated to be performed under this Agreement, material during the term of this Agreement;
d) has not and will not enter into any agreement with any third party that is in conflict with the provisions of this Agreement;
e) its execution and performance of this Agreement shall not violate any rights of third parties;
f) shall be responsible for payment of all fees for legal and professional services rendered to it in connection with the preparation and execution of this Agreement;
2. The Customer represents and warrants that, as of the signing of the Agreement and throughout the term of this Agreement:
a) the Customer holds all necessary rights, licenses, and permissions to exploit the rights of each Content in connection with the Content presented on the Software;
b) the Customer shall be solely responsible for the Content presented on the Platform, including but not limited to the creation, accuracy, legality, and appropriateness of such Content;
c) the Customer shall assume full responsibility towards end-users who use the Platform to access the Content, including addressing any inquiries, concerns, or disputes related to the Content;
d) the Customer shall be responsible for any and all financial settlements, obligations, or liabilities arising from the exploitation of the rights of the Content and the provision of Content on the Platform;
e) the Customer ensures compliance with all legal requirements in the markets where the technological tools provided as part of the Software will be used to present the Content. This includes, but is not limited to, compliance with consumer protection laws, media laws, and data protection regulations applicable in such markets.
§ 11
INTELLECTUAL PROPERTY RIGHTS
1. The Customer acknowledges that it has no right, title, or interest in the Software, including all any and all improvements, enhancements, upgrades, maintenance releases or updates, new facilities and any amendments or modifications thereof, and related Documentation, except to the extent of the non-exclusive, non-transferable license granted in this Agreement.
2. The Software is the copyrighted, proprietary, and confidential property of TISA, and all right, title and interest in and to the Software, and the Intellectual Property Rights thereof, including but not limited to all patent, copyright, trademark, trade secret and derivative rights related to the Software are owned by, belong to and remain with TISA, and not Customer.
3. Customer agrees not to knowingly take any action, including the application, prosecution, registration or enforcement of a trademark, copyright or patent that could in any way preclude TISA from continuing to develop, use or commercialize the Software or the functions, methods, routines or algorithms performed in the Software or any updates thereto. Nothing in this Agreement will be construed to impair, preclude or prohibit TISA from doing so, even if suggestions, specifications and the like, made by Customer, are incorporated into the Software, and the Customer hereby presently assigns all such suggestions, specifications and the like to TISA.
4. Customer retains exclusive ownership of any Content, whether in existence at the execution date of the Agreement or compiled thereafter in the course of using the Software. Customer hereby grants to TISA a non-exclusive, transferable, license to use, reproduce, display, and distribute the Content, Customer’s trademarks, service marks, and other associated designations related to the Content (collectively referred to as “Customer IP”) solely for the purpose of fulfilling the obligations set forth in the Agreement and to use such Customer IP within the scope related to the Platform. The license granted herein shall be limited to the extent necessary for TISA to perform its obligations under the Agreement. TISA shall not use the Customer IP for any purpose other than the fulfillment of the Agreement.
5. If Customer informs TISA about any claims of third parties against the Customer regarding the subject of the Agreement, TISA will provide all the necessary assistance to resolve the dispute. The Parties will not take any actions that would be aimed at reaching a settlement, or could constitute recognition of the claims of a third party, without prior settlement with the other Party.
6. If a justified claim by a third party related to a legal defect in the Software is reported (or the information about the infringement justifies the need to take the necessary actions before the claim is raised), TISA is entitled to immediately modify Software submitted to the Customer so far, or replacing them with at least equivalent quality, content and functionality as the original elements.
§ 12
INDEMNIFICATION
1. The Customer agrees to indemnify, defend, and hold TISA harmless from any and all damages, claims, costs, losses, and expenses, including legal fees, arising from third-party claims that the Content (including data, information, or Intellectual Property Rights provided by the Customer or licensed from third parties) infringes upon third-party Intellectual Property Rights. The Customer is solely responsible for ensuring that its use of the Platform complies with all applicable laws and regulations, including media, consumer protection, and data protection laws. TISA shall not be liable for non-compliance resulting from the Customer’s actions, omissions, or Content. The Customer further agrees to indemnify TISA for claims arising from a breach of this Agreement, unauthorized use of the Customer’s login information due to the Customer’s negligence, non-compliance with applicable laws, and any recordings made by the Customer of other Platform users.
2. TISA shall indemnify and hold the Customer harmless against direct damages, to the extent that a court of competent jurisdiction determines that the Software infringes a third-party Intellectual Property Right.
3. The obligation to indemnify under this section applies only if: (a) the indemnified party promptly notifies the indemnifying party in writing of any claim, demand, action, or suit, no later than 10 business days after receipt of such notice, (b) the indemnifying party is granted full control over the defense or settlement of the claim, with the cooperation of the indemnified party, (c) the indemnifying party acts reasonably and with due care when negotiating any settlement.
4. Notwithstanding the above, TISA shall have no responsibility for claims arising from:
a) modifications of the Software / Platform by the Customer or any third party;
b) combination or use of the Software / Platform with the Customer or third-party hardware or software not supplied by TISA if such claim would not have arisen for such combinations or use;
c) TISA’s modification of the Software / Platform in compliance with specifications provided by the Customer;
d) use of other than the latest version of the Software provided to the Customer by TISA if the use of the latest version would have avoided the infringement; or
e) use of the Platform outside the scope or in breach of this Agreement.
§ 13
LIMITATION OF LIABILITY
1. TISA is not liable for any damages or losses arising from the Customer’s inability to use the Platform, access data or Content, or due to interruptions, delays, or unauthorized access. TISA is not responsible for business interruptions, data loss, costs of alternative services, or issues caused by the Customer, authorized third parties, or end users.
2. TISA makes no guarantees and assumes no responsibility for services provided by third parties, including compatibility with the Platform. The Customer agrees not to hold TISA liable for issues arising from third-party services.
3. TISA is not liable for issues arising from the use of materials, including Content, provided by the Customer. TISA assumes the Customer has obtained all necessary permissions for such use. If third-party claims arise, the Customer shall indemnify TISA, defend against such claims, and compensate TISA for any resulting damages.
4. TISA’s maximum liability to the Customer for any claims, damages, or losses of any kind arising out of or in connection with the Agreement shall not exceed 40% of the total net amount actually paid by the Customer to TISA under this Agreement for the six (6) months preceding the date on which such liability first arose. Notwithstanding the above, TISA’s total aggregate liability to the Customer for all claims arising within a single calendar year, regardless of the number of incidents or claims, shall not exceed ten thousand Swiss francs (CHF 10,000) under any circumstances.
5. Nothing in this Agreement limits or excludes liability for fraud or willful misconduct.
§14
MAINTENANCE AND SUPPORT
1. Except if agreed otherwise with the Customer, TISA shall, to the extent reasonably possible, provide support services for the Software to the Customer during Working Hours.
2. TISA will update and upgrade Software from time to time to maintain at a minimum, parity with its generally available TISA Software, and in all events make the best available version of the Software available to Customer for use as well as provide continued support of legacy versions of the Software.
§15
TERM AND TERMINATION
1. The Agreement is effective from the date of execution of the Agreement and remains in force for the term specified in the Agreement.
2.The Agreement will automatically renew for the term specified in the Agreement unless either party provides written notice of termination at least sixty (60) days before the end of the current term.
3. In the event of non-payment, TISA reserves the right to disable access to the Software and provide the Customer with notice to remedy the non-payment within thirty (30) days. If the required payment is not made within this 30-day period, the Agreement shall automatically terminate without further notice.
4. Either party may terminate this Agreement with immediate effect by providing notice if the other party commits a material breach of this Agreement and fails to remedy such breach within ten (10) Business Days of receiving written notice. A material breach is defined as a violation of an essential provision of this Agreement that undermines its purpose or substantially deprives the non-breaching party of the benefits of the Agreement.
5. Upon expiration of this Agreement:
a) The Customer must immediately cease using the Software and destroy all copies of the Software and Documentation in its possession.
b) TISA will provide the Customer with an option to export data from the Platform before deactivating the Platform, unless otherwise agreed.
c) The Customer shall, within one (1) month upon TISA’s request, provide a confirmation letter signed by an authorized representative certifying compliance with the termination provisions of this section.
6. The Customer acknowledges that the Software may contain code that automatically disables its further use upon the termination or expiration of this Agreement or in the event of non-payment. TISA is expressly permitted to use such disabling code under this Agreement.
7. TISA may suspend the Customer’s access to the Software if payment is not received by the due date. Access will remain suspended until full payment is received. The suspension of access does not relieve the Customer of its obligation to pay outstanding fees or affect TISA’s right to terminate the Agreement for non-payment.
§16
CONFIDENTIALITY
1. Each Party will maintain as confidential and will not disclose to third parties, during the term of this Agreement and for a period of five (5) years after the expiration or the termination of this Agreement, for any reason whatsoever, any of the following information (“Confidential Information”) that comes into either of the Party’s possession as a result of its dealings with the other Party in connection with the subject matter of this Agreement:
a) any information or document related to the Software and to the Documentation;
b) information or documents relating to the Customer’s specific use of the Software, to the extent the Customer considers such information as confidential, such as any Data; and
c) any other information disclosed in written, graphic or other tangible form marked as “Proprietary,” “Restricted” or “Confidential.”
2. Each Party agrees that it will disclose Confidential Information only to those of its employees and contractors who need to know such information and who are bound by confidentiality obligations at least as protective as those set forth in this Section. Further, each Party agrees that it will treat Confidential Information with at least the same degree of care as it accords to its own confidential information.
3. Notwithstanding anything to the contrary in this Agreement, Confidential Information does not include:
a) information that was previously known to the Party before its receipt of such information from the other Party;
b) information developed by employees of a Party who have not had access to Confidential Information;
c) information that is rightfully obtained by a Party from a third party free of any obligation to keep it confidential; or
d) information that is or becomes information in the public domain, except such information that enters the public domain by virtue of any breach of this Agreement.
4. All tangible items embodying Confidential Information will be returned to the Party from which such Confidential Information originated immediately upon termination, for any reason whatsoever, of this Agreement. This § 12 will survive the termination or expiration of this Agreement.
5. The confidentiality obligations of this Agreement shall not apply if a Party is compelled by applicable law to disclose any Confidential Information. Such Party compelled to disclose Confidential Information, to the extent permitted by law, shall (a) promptly notify the other Party in writing of such requirement so that the other Party can seek a protective order or other remedy; and (b) provide reasonable assistance to the other Party in in opposing such disclosure or seeking a protective order or other limitations on disclosure.
§17
PROCESSING OF PERSONAL DATA
1. During the performance of this Agreement, both Parties shall comply with all applicable data protection laws. TISA may process personal data of users and other individuals accessing the Platform, either: as a data controller, in accordance with TISA’s Privacy Policy available on its official website, or as a data processor, in accordance with the terms of a separate Data Processing Agreement between the Parties.
§18
MARKETING AND PROMOTION
1. TISA may present the Customer as its client and use the Customer’s logo in promotional materials, including social media, website content, presentations, press releases, and other marketing formats. TISA will ensure that all materials portray the Customer in a positive and professional manner.
2. The Customer grants TISA the title of “Technology Partner” for the duration of this Agreement. TISA may use this title in its marketing materials, including social media, website content, presentations, and press releases.
3. The Platform will include a visible “Powered by TISA” designation in a mutually agreed format and placement.
4. Both Parties may issue press releases or public statements about the partnership and Platform content, subject to prior written approval from the other Party.
5. Upon request, the Customer will provide a written recommendation letter describing the cooperation and service quality, which TISA may use for promotional purposes.
6. Both Parties will actively promote the Platform using appropriate advertising and marketing methods to enhance the effectiveness of their collaboration.
§19
MISCELLANEOUS AND DISPUTE RESOLUTION
1. The Customer cannot assign or sub-license to any third party any rights granted to it under this Agreement, nor can the Customer make available to any third party the Software or the Documentation in any form or manner, including for non-commercial purposes.
2. Any dispute, controversy, or claim arising out of, or in relation to, this contract, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be one. The seat of the arbitration shall be Geneva. The arbitration proceedings shall be conducted online, unless otherwise agreed by the parties, and no physical presence of the parties or their representatives in Geneva shall be required. All hearings, submissions, and communications may take place via videoconference or other agreed remote means. The language of the arbitration shall be English.
3. The dispute will be decided on the basis of documentary evidence only. The Parties agree not to hold a hearing for witnesses or oral arguments and instead agree to submit all evidence in documentary form.
4. These Terms, together with the Agreement, constitute the entire agreement between the Parties, superseding all prior agreements, understandings, promises, warranties, and representations related to this subject matter. Any modifications to this Agreement must be made in writing and signed by both Parties. No waiver of any provision of this Agreement is valid unless it is in writing and signed by the Party against whom the waiver is to be enforced.