‍1.      DEFINITIONS
(a)    “Default” means either party (i) becomes the subject of a voluntary  or involuntary petition in bankruptcy or any voluntary or involuntary  proceeding relating to insolvency, receivership, liquidation or composition  for the benefit of creditors or (ii) is subject to a petition in bankruptcy  that is dismissed for lack of assets, or (iii) materially breaches this  Agreement and such material breach is incapable of cure or is not cured  within thirty (30) days of non-breaching party providing notice of default. In  particular, Subscriber would materially breaches the Agreement, and coac may  terminate the Agreement according to point (iii) above, if invoiced charges  owed by Subscriber are in part or in full thirty (30) or more days overdue, coac  has issued a payment notice and Subscriber has not fully paid the charges  within another thirty (30) days after the payment notice.
(b)    “Disbursement”  means any expenditures made by coac that are not Subscription Fees or Service  Fees and will be billed to Subscriber as an additional charge. coac will  obtain the prior consent of Subscriber before incurring any Disbursement in  an amount greater than one hundred Euros (€100).
(c)     “Kickoff Call Date” means the date of  the first cross-organizational meeting between coac and Subscriber in which  the parties outline the project scope and assign roles and responsibilities.
‍(d)    “Order” means a purchase commitment mutually agreed upon  between coac and Subscriber subject to the terms and conditions of this  Agreement.
‍(e)    “User” means a respondent participating in  any research, survey, study or any other means or form of questionnaire administered  through the Solution.
‍(f)     “Product Safety Data” means all data  stored in SAP EH&S or found on a safety data sheet and does not exclude  aggregated, anonymized data.
(g)    “Proprietary Information” (i) for coac,  means the Solution and related documentation, and all current and future  product and pricing information, business practices, maintenance procedures,  services and support, method, strategies, plans and information identified or  reasonably identifiable as confidential and proprietary and (ii) for Subscriber, means any Source System Data, Supporting Information and  information identified or reasonably identifiable as confidential and  proprietary, and (iii) excludes information which: (a) becomes publically  available through no act or failure of the receiving party, (b) was or is  rightfully acquired prior to receipt from the disclosing party, (c) becomes  independently available to the receiving party without breach of this  Agreement as evidenced by relevant business records, or (d) the receiving party  is lawfully required to disclose to any governmental agency or is otherwise  required to disclose by law, provided however that before making such  disclosure, the receiving party will give the disclosing party adequate  opportunity to interpose an objection and/or take action to assure  confidential handling of such information.
‍(h)    “Service(s)” means any professional services described in the  Order.
‍(i)     “Service Fees” means the agreed upon Service fees in an Order.
‍(j)     “Solution” means the technology platform and services  offered, and owned or licensed by coac, including all standard upgrades and  updates thereto that coac generally implements for all subscribers, but  excludes any Services and custom product enhancements and offerings that are  not part of a standard release and that coac markets as an additional charge.
‍(k)    “Subscription” means a time-based, non-exclusive, nontransferable  right to access the Solution online in exchange for payment of the  Subscription Fees and in accordance with this Agreement and the Order.
‍(l)     “Subscription Fees” means the agreed upon Subscription fees in an  Order.
‍(m)   “Subscription Term” commences on the Kickoff Call Date and may be  terminated (i) by either party providing six (6) months prior written notice  of termination or (ii) upon Default.
(n)   “Supporting  Information” means all copy, graphic images, registered company logos,  names and trademarks supplied by Subscriber and required for the operation of  the Portal. 

‍2.      SUBSCRIPTION  AND GRANT OF RIGHT TO USE
‍Subject to the terms and conditions of this  Agreement, coac hereby grants Subscriber a right to access and use the Solution as set forth in the Order for the Subscription Term. Except only for  the limited right to use granted in the preceding sentence, coac reserves  title, ownership and all rights and interests, including intellectual  property rights and trade secrets in the Solution. Subscriber will not  directly or indirectly resell or grant access to the Solution and will not  attempt to access, download, copy, decompile, reverse engineer, modify, or  derive source code or other elements of the Solution, including any software,  nor prepare translations or derivative works based upon, distribute, subscribe, rent, lease, sell or otherwise commercially exploit the Solution.  Subject to the terms of this Agreement, Subscriber may allow its third party  contractors to access the Solution solely for the benefit of Subscriber;  provided, however, Subscriber remains responsible for any breach of this  Agreement. Any other use of the Solution by any other entity is forbidden and  a violation of this Agreement including use of the Solution by any of  Subscriber’s corporate affiliates or subsidiaries. Subscriber will not tamper  with the security of the Solution or attempt to probe, scan or test for  vulnerabilities in the Solution, or breach the security measures in the  Solution without proper written authorization from coac. 

‍3.      PROVISION OF SERVICES
‍coac will provide the Services as set forth in the  Order and in accordance with Section 6 of the Agreement (including the  Annexes) for the Subscription Term, provided Subscriber has paid and  continues to pay the Service Fees.  For the avoidance of doubt, the Services to be  provided by coac do not include an obligation of coac to ensure that the Solution is compatible with Subscriber’s computer systems or any Internet  technology. Certain minimum system requirements are required to use and  access the Solution, and such minimum system requirements are available through coac’s online support and help pages of the Solution. Furthermore,  the Services to be provided by coac do not include an obligation to ensure  the minimum system requirements at Subscriber's computer systems. Subscriber and the Participant, as the case may be, are responsible to ensure their  computer systems meet the minimum system requirements.  The Services to be provided by coac do also not  include an obligation of coac to ensure the functioning of the Internet. Subscriber is responsible to ensure that any relevant  person will agree to participate in the activities conducted by Subscriber  using the Solution, or that any Participant will maintain the confidentiality  of any information provided to such person. coac is not responsible for the  veracity of Participant Data.  coac shall not in any way be responsible for  failures, errors, and malfunctions to the extent caused by (a) Subscriber’s  misuse or faulty operation of the Solution; (b) Subscriber’s non-compliance  with the AUP; (c) Subscriber’s use of the Solution in combination with  software or equipment not expressly approved by coac; or (d) the failure of  Subscriber’s internal systems to meet coac’s minimum specifications in effect  at the time of occurrence.  coac’s ability to provide the Services is dependent  upon the cooperation of and assistance from Subscriber. Additional services  requested by Subscriber beyond the Services described in the Order may be  provided by coac, at coac’s then-prevailing rates. The Services do not  include any legal advice from coac. Furthermore, coac does not draft any  legal documents, including but not limited to, any privacy policy, terms of  use and sweepstakes or incentives rules and regulations for any clients, and  any samples of documents that coac may provide or refer to are purely for  exemplary and illustrative purposes. Legal compliance and drafting of any  legal documents shall be the sole responsibility of Subscriber.
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‍4.      FEES AND PAYMENT
‍(a)    Fees. Subscriber will pay all  Subscription Fees, Service Fees, Disbursements and any other fees  (collectively, “Fees”) specified  in the Order. Except as otherwise set out herein or in an Order (i) Fees are based upon Subscription and Services purchased and not actual usage and (ii)  quantities purchased cannot be decreased during the Subscription Term without  the mutual consent of the parties.
(b)    Invoicing and Payment. coac will  charge the customer the fees monthly starting from the Kickoff Call date with retroactive effect. Invoiced charges are due net 30 days from receipt of the  invoice. Subscriber  is responsible for providing complete and accurate billing and contact  information to coac and notifying coac of any changes to such information. If  any invoiced amount is not received by coac by the due date, without limiting  coac’s rights or remedies, those charges may accrue late interest at the rate  of 8 percentage points over the base rate of the outstanding balance per  year. If any amount owing by Subscriber is thirty (30) or more days overdue,  coac may, without limiting its other rights and remedies, suspend all  services to Subscriber until such amounts are paid in full.(c)    Taxes. Fees  do not include any taxes, levies, duties or similar governmental assessments  of any nature, including, for example, value-added, sales, use or withholding  taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”).  Subscriber is responsible for paying and reimbursing coac for all Taxes  associated with the Fees, except taxes on coac’s income. If coac has the  legal obligation to pay or collect Taxes for which Subscriber is responsible, coac will invoice Subscriber and Subscriber will pay  that amount unless Subscriber provides coac  with a valid tax exemption certificate authorized by the appropriate taxing  authority. For clarity, coac is solely responsible for taxes assessable  against coac based on its income, property and employees. If Subscriber  believes it is obligated to withhold for taxes or charges in Subscriber’s jurisdiction, Subscriber shall comply and remit such taxes, provide coac with  evidence of withholding and gross up payments to insure that coac receives  the full amounts invoiced to Subscriber; in that case, coac shall work with Subscriber in good faith to help recoup withheld amounts and pass on any  recouped amounts beyond amounts actually invoiced to Subscriber. 
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‍5.      PRICE ADJUSTMENTS
‍Fees under any Order are subject to periodic price adjustments, but not within one year of the Kickoff Call Date. Such price  adjustments shall not occur more frequently than once every calendar year and  shall take immediate effect following the provision of ninety (90) days prior  written notice of the adjustment, except that any Services for which coac has  provided a custom quote which shall be completed at the rates in effect at  the time Subscriber requested the Services up to the expiration date of the  custom quote. To the extent that Subscriber does not agree with the price  adjustment, Subscriber may terminate the relevant Order within thirty (30)  days following receipt of the written notice of the adjustment.
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‍6.      SERVICE  LEVEL AGREEMENT, TECHNICAL SUPPORT AND ACCEPTABLE USE POLICY
‍The Service Level Agreement for the Solution is attached  as Annex 1. Technical Support for the Solution is specified in Annex 2. The  Acceptable Use Policy for the Solution is set out in Annex 3. Subscriber shall designate a primary support contact  (“Designated Support Contact”) who  will act as the conduit for all requests from Subscriber to coac relating to  matters of use of and troubleshooting with respect to the Solution. Before  assuming responsibilities, the Designated Support Contact shall complete  training in the use of the Solution as prescribed by coac. 

‍7.      Collection  and Protection of Personal Information
‍(a)    Subscriber as data controller is responsible for compliance with all data privacy, data protection and data security laws applicable to Subscriber. If and to the extent required by law,  as determined by Subscriber, Subscriber shall obtain the prior consent of  each Participant to the collection, processing, use and disclosure of the  Participant Data in compliance with all applicable laws in the jurisdiction  of Subscriber and/or the Participants.
(b)    The relevant obligations under applicable  data privacy, data protection and data security laws of the parties with  respect to personal data of Subscriber to which coac may have access to are  more closely described in Annex 4, Data Processing Agreement.
(c)     Customer will not upload into the  Solution or otherwise submit or make accessible to coac any financial account  identifiers (e.g. credit card numbers or bank account numbers) or “sensitive  personal data” (as defined by applicable data protection laws). The same  applies to other types of data that are subject to specific or elevated data protection requirements or special professional obligations (e.g., duty of  confidentiality), unless to the extent that coac has expressly agreed in the  relevant Order that it can comply with such requirements. Should Customer contravene its obligations under this section 7d, then Customer shall  indemnify and hold harmless coac and its affiliates, subsidiaries, licensors,  agents, directors and employees from and against any loss, damage and  expenses incurred as a result thereof (including, without limitation, fines  levied by competent data protection authorities and damages payable to data  subjects). 

‍8.      INTELLECTUAL PROPERTY RIGHTS
‍The  Solution and all related intellectual property rights are the exclusive property of coac. All right, title and interest in and to the Solution, any  modifications, improvements, translations, or derivatives thereof, even if  unauthorized, and all applicable rights in patents, copyrights, trade  secrets, trademarks and all intellectual property rights in the Solution  remain exclusively with coac, including any modifications or improvements  made thereto at the suggestion of, or with input from, Subscriber. All rights  not granted to Subscriber in this Agreement are reserved to coac. No ownership of the Solution passes to Subscriber. coac may make changes to the  Solution which do not materially impact the functionality or use of the  Solution at any time without notice. coac may make changes to the Solution which may have a material impact on the functionality or the use of the  Solution only with prior notice. To the extent that Subscriber does not agree  with the change, Subscriber may terminate the relevant Order within thirty (30) days following receipt of notice of the change. Except as otherwise  expressly provided, coac grants no express or implied right under coac  patents, copyrights, trademarks, or other intellectual property rights.
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‍9.      CONFIDENTIALITY
‍Each party will maintain the confidentiality of, and  will not disclose or use any Proprietary Information of the other, without the  prior express written consent of the party to whom the Proprietary  Information belongs (the “Owner”), except as permitted by this Agreement. Each party agrees that it:(a)    will limit access to the Proprietary Information of the Owner only to those of its employees, consultants or  agents who require access to the Proprietary Information for contract  performance; and(b)    will ensure that those persons are bound  by confidentiality obligations to the Owner no less strict than those set out  in this Agreement.

‍10.    WARRANTIES  RELATING TO PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY
‍(a)   Subscriber Warranty. Subscriber  warrants that any Proprietary Information provided pursuant to this Agreement  does not infringe, violate or misappropriate the intellectual property rights  of any third parties.
(b)    coac Warranty. coac warrants that  the Solution does not infringe, violate or misappropriate the intellectual property rights of any third parties.
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‍10.    Warranty Rights in case of a Defect
‍(a)    In case coac does not  provide the Services as described in this Agreement, Subscriber shall have  the Warranty Rights as further specified in Annex 1.
(b)   The liability of coac  for defects that existed at the time when the Agreement was concluded  ("pre-contractual defects" or "anfängliche Mängel")  regardless of fault pursuant to Section 536(a) 1st para., 1st sentence, Alt.  1 German Civil Code is excluded.
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‍11.    INDEMNIFICATION
‍(a)    coac Indemnification. coac will  defend Subscriber against any claim, demand, suit or proceeding made or brought against Subscriber by a third party alleging that the Subscription to  the Solution in accordance with this Agreement infringes, violates or  misappropriates such third party’s intellectual property rights (a “Claim  Against Subscriber”), and will indemnify Subscriber from any damages,  attorney fees and costs finally awarded against Subscriber as a result of, or  for amounts paid by Subscriber under a court-approved settlement of, a Claim  Against Subscriber, provided Subscriber (i) promptly gives coac written  notice of the Claim Against Subscriber, (ii) gives coac sole control of the  defense and settlement of the Claim Against Subscriber (except that coac may  not settle any Claim Against Subscriber unless it unconditionally releases  Subscriber of all liability), and (iii) gives coac all reasonable assistance,  at coac expense. If coac receives information about an infringement,  violation or misappropriation claim related to the Solution Subscription,  coac may in its sole discretion and at no cost to Subscriber (i) modify the  Solution so that it no longer infringes, violates or misappropriates third  party intellectual property rights, (ii) obtain a license for Subscriber’s  continued use of the Solution in accordance with this Agreement, or (iii)  terminate Subscription upon thirty (30) days’ written notice and refund  Subscriber any prepaid fees covering the remainder of the Subscription Term.  The above defense and indemnification obligations do not apply to the extent  a Claim Against Subscriber arises from Subscriber’s breach of this Agreement.
(b)    Subscriber Indemnification. Subscriber will defend coac against any claim, demand, suit or proceeding  made or brought against coac by a third party resulting from (i) the use of  any coac service or product by Subscriber in violation of this Agreement  which was culpably caused by Subscriber; (ii) the use of any material  supplied by Subscriber to coac, including Supporting Information, that  infringes on the proprietary rights of a third party, or constitutes a  copyright infringement, which was culpably caused by Subscriber; and (iii)  any violation of any law culpably caused by Subscriber and relating to  defamation or the right to privacy, arising out of or relating to any use of  the Solution (a “Claim Against coac”), and will indemnify coac from any  damages, attorney fees and costs finally awarded against coac as a result of, or for any amounts paid by coac under a court-approved settlement of, a Claim Against coac, provided coac (i) promptly gives Subscriber written notice of  the Claim Against coac, (ii) gives Subscriber sole control of the defense and  settlement of the Claim Against coac (except that Subscriber may not settle  any Claim Against coac unless it unconditionally releases coac of all  liability), and (iii) gives Subscriber all reasonable assistance, at  Subscriber expense. 

12.    LIMITATION OF LIABILITY                                                                                    
(a)    coac's  liability for damages caused by slight negligence, irrespective of its le-gal  ground, shall be limited as follows:(i)      coac  shall be liable up to the amount of the foreseeable damages typical for this  type of contract due to a breach of material contractual obligations;(ii)     coac  shall not be liable due to a slightly negligent breach of any other duty of  care applicable.
‍(b)   The  aforesaid limitations of liability shall not apply to any mandatory statutory  liability, in particular to liability under the German Product Liability Act  (Produkthaftungsgesetz), and  liability for culpably caused injuries of life, body or health. In addition,  such limitations of liability shall not apply if and to the extent coac has  assumed a specific guarantee.
(c)    The  parties agree that the foreseeable damages typical for this type of contract  under sub-section (a) (i) above shall be limited to the yearly Fees actually  paid by Subscriber in the contract year in which the event giving raise to  the damages occurred.
(d)   Sub-sections  (a) and (b) shall apply accordingly to coac' liability for futile expenses (vergebliche Aufwendungen).
(e)   Subscriber  shall be obliged to take adequate measures to avert and reduce damages. 

13.    TERM AND TERMINATION
‍The Agreement will be in effect from the Effective  Date and shall remain in full force until the expiry of the Subscription Term  (“Termination”). Upon Termination:(a)    the Subscription will immediately cease  and each of the parties will return to the other or destroy all Proprietary  Information belonging to such other party;(b)    all Fees will be payable in full up to the  effective date of Termination; and (c)     Subscriber will be refunded any pre-paid unused Fees for any calendar month remaining in the Term after the effective  date of Termination (excludes any partial months).All Subscriber Proprietary Information collected and  stored through the Solution will be available to Subscriber for export or  download for a period of thirty (30) days after effective date of  Termination. After such thirty (30) day period, coac will have no obligation  to maintain or provide Subscriber Proprietary Information, and will  thereafter delete or destroy all copies of Subscriber Proprietary Information  on coac systems or otherwise in coac’s possession or control. 

14.   SUBCONTRACTING
‍(a)   Subject to any express restrictions  elsewhere in this Agreement, the Provider may subcontract any of its obligations under this Agreement [, providing that the Provider must give to  the Customer, promptly following the appointment of a subcontractor, a  written notice specifying the subcontracted obligations and identifying the subcontractor in question].
(b)    The Provider shall remain responsible to  the Customer for the performance of any subcontracted obligations.
(c)   Notwithstanding the provisions of this Clause  21 but subject to any other provision of this Agreement, the Customer  acknowledges and agrees that the Provider may subcontract [to any reputable  third party hosting business the hosting of the Platform and the provision of  services in relation to the support and maintenance of elements of the  Platform]. 

15.   Audit  Rights of Service Provider
‍Service Provider shall have no right to conduct an  on-premises audit of Subscriber’s compliance with the use of the Services. coac  is entitled to collect an examination of the use of the services via the  collection of metrics, e.g. the number of uses, data volume, computing power.  If the actual metric exceeds the allowable metric, the subscriber must, at  the sole option of the subscriber, within thirty (30) business days:
(a) reduce actual use to conform to the permitted metric, in which case Service  Provider shall not be entitled to additional service charges; or
(b) purchase  the appropriate adjustment at the rate set forth in Appendix A to conform to  the permitted metric. 

16.   INTERNAL HOSTING
‍(a) In case the service is hosted  on infrastructure of the subscriber or on infrastructure rented by the  subscriber, the subscriber also takes over the responsibility of securing the  protecting the infrastructure in order to the local compliance guidelines.
(b) In case the service is hosted  on infrastructure of the subscriber or on infrastructure rented by the  subscriber, the subscriber has to make sure that coac is always able to  access the environment for maintenance and monitoring. 

17.    GENERAL
‍(a)    Supporting Information and coac Link.  Subscriber will obtain all the necessary prior permissions and authorizations  for use of Supporting Information and will provide evidence of such  permissions and authorizations to coac.
(b)    Force Majeure. Neither party shall  be held responsible for any delay or failure in performance under this Agreement to the extent such delay or failure is caused by fire, flood,  strike, civil, governmental or military authority, act of God, inability to  obtain delivery of parts, supplies, labour conditions, earthquakes, acts of  terrorism or war, Internet or telecommunications failure or any other cause  beyond its control and without the fault or negligence of the delayed or nonperforming  party. In the event that a force majeure event affecting a party continues  for a period of longer than thirty (30) days, either party shall be entitled  to terminate this Agreement as of the date specified in written notice to the  other party to that effect.
(c)     Entire Agreement and Order of  Precedence. This Agreement is the entire agreement between coac and Subscriber regarding the Subscription, Solution and Services and supersedes all prior and contemporaneous agreements, proposals or representations,  written or oral, concerning its subject matter. No modification, amendment,  or waiver of any provision of this Agreement will be effective unless in  writing and signed by the party against whom the modification, amendment or  waiver is to be asserted. In the event of any conflict or inconsistency among  the following documents, the order of precedence shall be: (1) this Agreement  (2) an Order, and (3) any other documentation.
(d)    Assignment. Neither party may  assign this Agreement to a third party without the other party’s prior  written consent (not to be unreasonably withheld); provided, however, either  party may assign this Agreement in its entirety (including any Order),  without the other party’s consent to its affiliate or in connection with a merger,  acquisition, corporate reorganization, or sale of all or substantially all of  its assets. Notwithstanding the foregoing, if a party is acquired by, sells  substantially all of its assets to, or undergoes a change of control in favor  of, a direct competitor of the other party, then such other party may  terminate this Agreement upon written notice. Subject to the foregoing, this  Agreement will bind and inure to the benefit of the parties, their respective  successors and permitted assigns.
(e)    Governing Law. This Agreement and any disputes arising out of or relating to this Agreement shall be governed by the laws of Germany.
(f)     Relationship of the Parties. The  parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment  relationship between the parties.
(g)    Notice. The parties agree that  notices under this Agreement will be in writing and be delivered by personal delivery, email or by overnight or express courier service, addressed as set  out below or in such other manner as each party may advise the other in  accordance with this Section.
This Master Subscription Agreement