Master Services and Software License Agreement

(ISO/IEC 27001-Aligned, Global)

This Master Services and Software License Agreement (“Agreement”) is entered into between:

Arianim GmbH
A company incorporated in Switzerland
Registered address: Basel, Switzerland
(“Licensor” or “Arianim”)

and

Customer
Identified in the corresponding Order Form or Software License Confirmation
(“Customer” or “Licensee”)

IMPORTANT: BY INSTALLING, COPYING, ACCESSING OR OTHERWISE USING THE UDO SOFTWARE, LICENSEE ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE THE SOFTWARE.

1. Scope

This Agreement governs the provision of services by Arianim GmbH and the licensing of the UDO Software, a client-based productivity and documentation tool for SAP PI/PO systems. It applies globally and incorporates information security measures aligned with ISO/IEC 27001.

2. Grant of License

Licensor grants Licensee a limited, non-exclusive, non-transferable license to install and use the UDO Software solely for internal business operations. The license is bound to the SAP installation number(s) and system ID(s) embedded in the license key and is valid until the expiry date encoded therein.
This license permits usage on multiple client systems within Licensee’s organization by authorized employees, agents, or contractors acting on Licensee’s behalf and under its control.

3. Ownership and Intellectual Property

The UDO Software is licensed, not sold. All rights, title, and interest, including all associated intellectual property rights, remain the exclusive property of Arianim GmbH. No ownership rights are conferred to Licensee under this Agreement.

4. License Restrictions

Except as required by mandatory law, Licensee may not:

  • Assign, sublicense, distribute, lease, rent, or transfer the Software to third parties without Arianim GmbH’s prior written approval.
  • Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software.
  • Bypass or tamper with license validation, encryption, expiry date enforcement, or system ID restrictions.
  • Use the Software in a manner that violates applicable laws or undermines data security protocols.

5. Open Source and Third-Party Components

The UDO Software may include or rely on third-party software components, including open-source libraries or tools, that are licensed under their own applicable open-source or third-party license terms (“Third-Party Software”).
Use of such components is governed solely by the terms of the respective licenses, and not by this Agreement.
To the extent required by such licenses, Arianim GmbH makes available the applicable license texts, attributions, and source code upon request.
A full list of incorporated Third-Party Software and their corresponding licenses is available upon request and will be provided in accordance with applicable obligations.
Nothing in this Agreement limits Licensee’s rights under, or grants Licensee rights that supersede, the license terms of any such Third-Party Software.

6. Information Security (ISO/IEC 27001 Compliance)

Arianim GmbH has implemented and maintains an Information Security Management System (ISMS) in accordance with ISO/IEC 27001. Specifically:

  • All data handled within the Software is processed and stored in alignment with principles of confidentiality, integrity, and availability.
  • Access controls, encryption, audit logging, and secure software development practices are in place.
  • Arianim GmbH conducts regular risk assessments, staff training, and internal audits to protect customer and operational data.
    Licensee is responsible for ensuring its environment meets appropriate security standards and for notifying Arianim GmbH promptly in the event of any suspected security breach related to the Software.

7. Data Privacy

Arianim GmbH adheres to the Swiss Federal Act on Data Protection (FADP) and the General Data Protection Regulation (GDPR), where applicable.
Arianim GmbH does not disclose, share, or sell Licensee’s personal or system-related data, except to trusted service providers bound by confidentiality agreements or as required by law.
Any data shared with Arianim GmbH during licensing, support, or troubleshooting will be handled in accordance with documented ISMS policies.

8. Confidentiality

Both parties agree to maintain the confidentiality of non-public information shared during the course of this Agreement.
Confidential information includes, but is not limited to, license keys, customer system details, and any source code or documentation marked as confidential.
Confidentiality obligations survive for 5 years post-termination, or indefinitely for trade secrets.

9. Services and Support

Arianim may provide onboarding, consulting, or support services, as specified in individual Statements of Work (SOWs) or agreements.
During the license term, Licensee is entitled to updates and patches. Future upgrades may be subject to separate terms.

10. Incident Response and Breach Notification

Arianim maintains a formal incident response plan. In case of a data breach impacting Licensee’s environment:

  • Arianim will inform Licensee without undue delay, along with details of the nature and scope of the incident.
  • Arianim will coordinate mitigation efforts, supply remedial updates, and support Licensee communication obligations (e.g., to regulators, if required).

11. Audit and Compliance

Upon written request, and under a suitable NDA, Arianim will provide a summary of its current information security controls and the status of its ISO/IEC 27001 certification process.

12. Warranty

  • Evaluation Use: No warranties are provided for evaluation or non-commercial versions.
  • Subscription Use: For active, paid licenses, Arianim GmbH warrants that the Software will materially conform to its documentation. Defects reported during the subscription period will be addressed via corrective updates. If unresolved, Licensee may terminate the Agreement or request a proportional refund.
    This warranty does not cover misuse, unauthorized modification, or operation in unsupported environments.

13. Limitation of Liability

To the maximum extent permitted by law:

  • Arianim GmbH disclaims liability for indirect, incidental, or consequential damages, including loss of data, revenue, or business opportunity.
  • Arianim’s total aggregate liability shall not exceed the amount paid by the Licensee for the Software during the 12 months preceding the claim, unless arising from gross negligence or willful misconduct.

14. Taxes and Export Compliance

Swiss VAT applies to Swiss and Liechtenstein customers. Licensee is responsible for other local taxes.
Licensee agrees to comply with all applicable export laws and regulations, including those of the United States and the EU.

15. Updates and Upgrades

During the active license period, Licensee is entitled to receive all patches, bug fixes, and feature updates applicable to the licensed version.
Arianim reserves the right to introduce future versions under separate terms or pricing.

16. Termination

This Agreement may be terminated:

  • By either party for material breach, with 30 days’ notice and opportunity to cure.
  • Immediately, by Arianim, if the Licensee violates license or security restrictions.
  • Automatically, upon license expiration.
    Upon termination, Licensee must uninstall and cease all use of the Software and delete all copies.

17. Relationship of the Parties

Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, or employment relationship.

18. Severability

If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force.
The invalid clause shall be replaced with a valid provision that best reflects its original intent.

19. Governing Law and Jurisdiction

This Agreement is governed by Swiss law, without reference to conflict of laws principles.
The exclusive jurisdiction for all disputes shall be the courts of Basel-City, Switzerland.
The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

20. Acceptance

This Agreement is accepted upon the earlier of:

  • Installation or use of the Software;
  • Execution of an Order Form referencing this Agreement;
  • Continued use of the Software following receipt of this Agreement.

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