TeamViewer
End-User License Agreement

If the place of purchase or your main seat or residence is located outside the USA, South America, or Canada, our contractual agreement shall be subject to the provisions of the End User License Agreement under A.

If the place of purchase or your main seat or residence is located in the USA, South America, or Canada, our contractual agreement shall be subject to the provisions of the End User License Agreement under B.

The original of End User License Agreement is drawn in the German language. In the countries Germany, Austria and Switzerland the German version shall prevail over the English version. In all other countries the English Version shall prevail. All other translations shall solely serve for a better understanding.

A.

Section 1
General provisions


1. General content of the contract


1.1.

Parties and subject matter. The provisions of this End User License Agreement (EULA) shall govern the relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen, Germany (“TeamViewer”) and its customers (“Customer”) with respect to the licensing by TeamViewer of certain of its software and the provision by TeamViewer of certain services. Accordingly, subject to the terms and conditions of this EULA, TeamViewer may provide Customer with (i) certain software that enables the remote maintenance of computers and the performance of online meetings including diverse features. The Software is installed on computers of the Customer as well as Software that may be accessed and used via browser and apps for mobile terminals (e.g. iOS, Android) (collectively “Software”), (ii) servers for the establishment of encrypted connections (handshake) and for the forwarding of data packets (routing) in connection with the use of the Software (“Server Services”) and (iii) related support services (“Support Services”). The Server Services and the Support Services are collectively referred to herein as “Services”.

1.2.

Regulation sections. Sec. 1 of this EULA contains the general provisions, sec. 2 shall apply to any temporary (i.e. subscription based) term licenses to use Software while sec. 3 shall apply to any perpetual Software licenses.

1.3.

Formation and content of the contract. A paid contract pursuant to this EULA shall be formed, if (i) the Customer consummates the web-based order process on the TeamViewer website (www.teamviewer.com) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” or similarly named button, or if (ii) the Customer and TeamViewer sign a written order form, or if (iii) the Customer orders by phone and receives an order confirmation by e-mail. Details regarding the contract (e.g. selected Software, scope of functions, term, Services, etc.), are set forth in the options selected by the Customer and in the specifications provided by TeamViewer during the ordering process, or respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Contract”). A free-of-charge Contract in accordance with the provisions of this EULA between TeamViewer and the user shall be formed through the installation of a free-of-charge-version of the Software (“Freemium Software”).

1.4.

Freemium Software. This EULA shall also apply for the use Freemium Software accordingly.

1.5.

No deviating provisions. This Contract, including all Orders hereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, even if the purchase order or similar instrument is accepted by TeamViewer.

1.6.

Electronic commerce obligations. Sections 312i para. 1 nos. 1, 2 and 3 as well as sec. 312i para. 1 sentence 2 German Civil Code (“BGB”), which specify certain obligations of TeamViewer in the case of electronic commerce contracts, shall herewith be excluded.

1.7.

Test period. If the Order provides for a test period, the Customer may terminate this Contract (and its Order) for the Software within seven (7) calendar days of the conclusion of the Contract. In such case Customer shall be provided with a refund of any prepaid, unused fees (if any) paid to TeamViewer for the applicable Software that is subject to the test period.



2. Product specification and activation of the Software


2.1.

Product specification. The functions of the Software and a description of any Services are set forth and described in the product description available in the TeamViewer web shop and on the applicable Order (“Product Specification”). Only this Product Specification shall be relevant to the contractually agreed quality and features of the Software and the Server Services; any other oral or written statements of TeamViewer shall not be relevant. Some features and functions of the Software or Services provided by TeamViewer may include or depend on certain third party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited.

2.2.

No guarantees. In case of doubt, guarantees regarding the quality or features made by TeamViewer shall only be interpreted as such if they have been made in writing (including a signature) and are labelled “guarantee”.

2.3.

Provision and activation. TeamViewer shall provide the Software to the Customer for electronic download.

2.4.

Activation. After completing the Order the Customer shall receive (i) a license key or (ii) an activation link for the activation of the license. Once the license has been activated, the rights of use and functionalities in accordance with the Contract shall be available to the Customer.



3. Software rights of use


3.1.

Non-exclusive right of use. TeamViewer herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customers computers within the limits of the scope of use specified in the Order and this EULA. Notwithstanding the aforesaid, Customer shall be entitled to sublicense the Software in accordance with scope of Software functions (channel grouping).

3.2.

Term of use. In case of a term or subscription based license (“Subscription”), the rights of use granted under this Contract shall be limited in time to the term specified in the applicable Order (cf. section 11).

3.3.

Scope of use for fee-based licenses of the Software. Fee-based licenses of the Software – Subscription as well as Lifetime – are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Contract. If the Customer obtains the right to use the Software for commercial use, then the Customer shall be entitled to use the Software for the Customer's own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

3.4.

Scope of use for Freemium-Software. The use of the Freemium-Software is solely permitted for the user’s own, private, non-commercial purposes (e.g. free computer support for a spouse/partner). The use of the Freemium-Software for the exercise of the user’s own trade or profession or the use for purposes for which the user directly or indirectly receives compensation (team work with colleagues, free support provided to third parties which have bought software of the user) does not qualify as private use.

3.5.

Unauthorized use. Any use of the Software exceeding the contractually agreed scope of usage is expressly prohibited.

3.6.

Source code. The rights of use granted shall not include any rights to the source code of the Software.

3.7.

Modification and decompilation. The rights granted pursuant to this Contract shall not include any rights to the modification or decompilation of the Software. This shall not affect the Customer's statutory rights, in particular pursuant to sec. 69e of the German Copyright Act (UrhG).

3.8.

Markings. Markings of the Software, in particular, copyright notices, brands, serial number or similar must not be removed, modified or rendered illegible.

3.9.

Provision to third parties. The Customer shall not be entitled to give or provide the Software to third parties beyond the intended use; in particular, the Customer shall not be entitled to sell the Software. This does not affect 3.1 sentence 2.

3.10.

Reservation of rights. As between the parties, TeamViewer retains all right, title and interest in and to the Software (and any updates thereto provided by TeamViewer) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

3.11.

Right to audit and self-declaration. TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use.



4. Server Services and other services provided by TeamViewer


4.1.

Server Services. For the establishment of encrypted remote communication connections between different users of the Software, the Software must respectively first of all communicate with servers of TeamViewer (so-called “handshake”). In addition, it may be necessary for the transmission of data in the context of a session (e.g. online meeting or remote maintenance) that encrypted data packets be forwarded by servers of TeamViewer (so-called “routing”). Such handshake and routing are made available in connection with TeamViewer’s Server Services.

(i)

Subject matter. TeamViewer is willing to provide Customer with the respective Server Services. The Server Services may be unavailable from time to time due to technical difficulties or due to causes beyond the reasonable control of TeamViewer. The Internet connection between the Customer and the data center as well as the required hardware and software (e.g. PC, operating system) shall not be included in the services provided by TeamViewer and shall be Customer’s responsibility. The respective costs shall be borne by Customer. In case of Freemium-Software, the user has no claim to demand the provision of the Server Services and TeamViewer may in its sole discretion discontinue or modify the Server Services at any time.

(ii)

Term. In case of a subscription term license, the Server Services may be provided during the limited term of the Customer’s subscription to the Software.

4.2.

Installation, configuration. The Customer shall be solely responsible for the installation and configuration of the Software. TeamViewer is not responsible for any installation or configuration.

4.3.

Support. TeamViewer’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services. This shall not affect any statutory warranty claims of the Customer.

4.4.

Documentation. TeamViewer shall provide a PDF manual retrievable online in German and English. Any further languages may be offered by TeamViewer on a voluntary basis, at TeamViewer’s sole discretion. The documentation is available under link. As between the parties, TeamViewer retains all right, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

4.5.

Minor updates. TeamViewer may, at its sole discretion, elect to provide Customer with free minor updates of the Software for download. Minor updates may be marked by TeamViewer - in its sole discretion - by a change in the number behind the main version number (e.g. version XX.1, XX.2). Minor updates may include the correction of errors as well as minor improvements of functions (e.g. optimizations in the program execution speed). TeamViewer shall have no obligation to provide minor updates to Customer; provided, however, that if TeamViewer does elect to provide minor updates to Customer then the Customer shall be obligated to integrate the current update of the Software at its own cost into the then current version of the Software in use by Customer. This shall not affect any warranty claims of the Customer. All rights of use set forth herein that are applicable to the Software shall also apply to all minor updates.

4.6.

Major updates. Major updates of the Software are new versions of the Software, usually comprising more extensive modifications of the functions. Major updates may be marked by TeamViewer - in its sole discretion - by a change of the main version number (e.g. version XX, YY). TeamViewer shall not be obligated to provide any major updates to Customer. In the event that TeamViewer elects to provide any major updates to Customer, TeamViewer may require the Customer to pay an additional fee for use of such major updates to the extent Customer elects to license such major update. The Customer is not obligated use any major update.

4.7.

Programming interfaces. At TeamViewer’s discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of TeamViewer. TeamViewer may change or switch off APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of this Contract shall not apply to any such Third-party Software and TeamViewer shall have no liability for any Third-party Software.

4.8.

Telephone conference number. If, in the context of its services, TeamViewer provides a telephone conference number for dialing in as an alternative to the audio conference function of the Software, the provider of the respective telecommunication service (and not TeamViewer) shall be the owner of the telephone connection of the respective number. The use of the telephone conference number shall be subject to a separate fee and is not included in the user fee pursuant to this Contract. If applicable, the invoicing shall be performed by the telephone provider of the participant.

4.9.

Changes to the services. TeamViewer may change the Software in the context of updates as well as the Server Services (including the system requirements) for good cause. Such a good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changed technical framework conditions (new encryption standards), or (iii) the protection of the system security.



5. Obligations and duties of the Customer


5.1.

Lawful usage. The Customer shall use the Software and the Server Services only in accordance with the provisions of this Contract and in accordance with applicable laws and regulations in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions.

5.2.

Export controls and economic sanctions. Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.

Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

Item 5.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

Restricted Party means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Cuba, Iran, North Korea, Sudan and Syria.

Sanctions means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3.

System requirements. The requirements for the Customer's software and hardware are specified in the manuals and the Product Specification (cf. sec. 2.1 and 4.4). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these requirements.



6. Confidentiality and data protection


6.1.

Confidentiality. The products offered by TeamViewer, including the Software and all manuals and documentation provided by TeamViewer, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed TeamViewer’s Confidential Information. Customer will not disclose TeamViewer’s Confidential Information to any third party and will use TeamViewer’s Confidential Information only in accordance to this Contract.

6.2.

Data protection. TeamViewer strictly complies with applicable data protection law. TeamViewer collects, processes and uses data of Customer for the implementation and processing of the contractual relation with Customer, in particular for successfully establishing connections via the Internet. Data of Customer is not shared with third party advertisers without prior written consent. Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that any non-personal or anonymous data collected may be sent to any of the worldwide offices or affiliates of TeamViewer. Details about collection, processing, and use of personal data by TeamViewer are described in the Data Protection Policy available for download under link.



7. Limitation of liability


7.1.

Exclusion in certain cases. TeamViewer shall be liable for damages in accordance with the statutory provisions, if such damages

(i)

have been caused by TeamViewer intentionally or grossly negligently, or

(ii)

have been caused by TeamViewer by slight negligence and are due to breaches of duty which jeopardize the fulfillment of the purpose of this Contract, or due to a breach of duties the fulfillment of which would make the proper performance of this Contract possible in the first place and in the fulfillment of which the Customer may trust (breach of material obligations).

Any further liability of TeamViewer shall be excluded irrespective of the legal basis, unless TeamViewer is mandatorily liable in accordance with the law, in particular due to injury to life, body or health of an individual, due to the provision of an express warranty, fraudulent concealment of a defect or due to the provisions of the German Product Liability Act.

7.2.

Limitation of the amount. In the case of sec. 7.1 sentence 1 (ii) (slightly negligent breach of material obligations), TeamViewer shall only be subject to limited liability for damages that can be typically expected in the case of a contract of this type.

7.3.

Limitation of liability in case of Freemium-Software. In deviation from sec. 7.1 and 7.2, TeamViewer's liability for damages caused during a provision and use of Freemium-Software the provisions on lending (sec. 598 et seq. BGB), shall take precedence, i.e., in particular, the provisions that TeamViewer’s liability for defects shall be limited to fraud in accordance with sec. 600 BGB, that liability in accordance with sec. 599 BGB shall be limited to intent and gross negligence and that the shortened limitation period of six months in accordance with sec. 606 BGB shall apply.

7.4.

Employees and agents of TeamViewer. The limitations of liability pursuant to sec. 7.1 to 7.3 shall also apply to claims against employees or agents of TeamViewer.



8. Final provisions


8.1.

Changes to the General Terms and Conditions. TeamViewer shall be entitled to amend this EULA upon no less than six (6) weeks prior notice to Customer. Unless customer notifies TeamViewer in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from TeamViewer then the amendment shall be deemed accepted by Customer. If, on the other hand, Customer notifies TeamViewer in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from TeamViewer then the Contract shall be continued under the existing terms without giving effect to such amendment.

8.2.

Communication via email. Unless otherwise specified in this Contract, any notifications and declarations in connection with this Contract may also be made by email. To this end, TeamViewer may use the email address the Customer provided upon registration or in the TeamViewer account. The Customer shall check his emails regularly and, if necessary, update the email address. TeamViewer’s contact information is available under link.

8.3.

Applicable law. This Contract and any disputes in connection with it shall be exclusively governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.

8.4.

Place of jurisdiction. The exclusive place of jurisdiction shall be Stuttgart, Germany. TeamViewer shall still be entitled to file a suit at the Customer's domicile.

8.5.

Severability. If any provision of this Contract is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this Contract shall remain in full force and effect.

8.6.

Exclusive application. This EULA shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.



Section 2
Supplementary provisions regarding subscription


9. User fee, price changes and late payment in case of subscription


9.1.

User fee. During the term of the Contract, the Customer shall pay TeamViewer the recurring user fee specified in the Order for the rights of use to the Software and the provision of the Services.

9.2.

Due date. Unless otherwise specified in the Order, the price shall be due upon invoicing.

9.3.

Changes of the scope of use. Customer shall have the right at any time to increase the ordered scope of use or to switch to a higher service package by entering into additional Order. Any reduction in use or a switch to a lower package, however, shall only be available at the expiration of the then applicable term (cf. sec. 11.1). In the case of an increase of the scope of use during the Initial Term or a Renewal Term, the additional fees shall be invoiced on a pro rata basis based on TeamViewer's then current applicable price lists.

9.4.

Invoicing. Unless otherwise specified in the Order, TeamViewer shall invoice the user fee at the beginning of the Contract and subsequently at the beginning of each Renewal Term. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) - if such an account has been created - through an upload into the Customer's TeamViewer account and the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from TeamViewer and pays the respective fee specified in TeamViewer’s applicable price list.

9.5.

Payment methods. The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check) can be selected during the ordering process. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date.

9.6.

Prices, fees, and tax. The Customer shall be required to pay all prices and charges specified in the Order according to the stipulated payment terms to TeamViewer. Such prices do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all such taxes. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

9.7.

Price changes. TeamViewer shall be entitled to reasonably increase the user fee effective as of the end of the Initial Term (usually 12 months) or any Renewal Term. TeamViewer must announce the increase at least 28 calendar days beforehand. The Customer may object to the increase within 14 calendar days of the announcement, in which case the Contract shall be terminated at the end of the respective Initial Term or Renewal Term. If the Customer does not object, this shall be deemed as his consent to the increase. TeamViewer shall inform the Customer in its notification about this effect of non-objection.

9.8.

Late payment. The statutory provisions, in particular sections 286 and 288 BGB, shall apply to the occurrence of default and default interest. In addition, the following provisions shall apply:

(i)

Reminder fee. In the case of a second payment reminder, TeamViewer shall be entitled to charge a suitable reminder fee.

(ii)

Suspension in case of default. If the Customer defaults on the payment of the user fee, TeamViewer shall be entitled to suspend the Server Services temporarily (“Suspension”). However, TeamViewer shall warn the Customer of the Suspension reasonably in advance, e.g. via email or notifications in the Software. The Suspension shall not take place or respectively be stopped once the Customer has made his payment in full. During the Suspension period, no connections can be established from and to the installations of the Customer's Software. The Customer’s obligation to pay the user fee shall continue in effect during the Suspension period.

(iii)

Termination in case of default. TeamViewer may terminate the Contract for cause if the Customer defaults on the payment of the user fee and fails to cure the breach within fifteen (15) days of receiving notice from TeamViewer. Termination is in addition to (and not in lieu of) any other rights and remedies available to TeamViewer hereunder or at law.



10. Warranty claims (warranty) in case of subscription


10.1.

Freedom from defects, quality and features. TeamViewer shall provide the Software free from any defects in quality and title and maintain it in a condition suitable for the contractual use during the term of the Contract.

10.2.

Obligation to preserve. The obligation to preserve the Software does not include the adaptation of the Software to new operating systems or new operating system versions, the adaptation to the scope of functions of competing products or the establishment of compatibility with new data formats or major updates (main version) of TeamViewer of other participants which are no longer supported by TeamViewer.

10.3.

Elimination of errors and defects. The Customer shall report any errors and defects in the Software or the Server Services preferably via the web portal provided by TeamViewer under link and shall, as far as this is possible and can be reasonably expected, explain the circumstances of the occurrence of the errors/ defects more detail (e.g. screenshots, protocol data). TeamViewer shall eliminate errors/defects within a reasonable period of time. TeamViewer will be able to eliminate errors/defects in the form of updates and patches as long as the contractual scope of function is retained and the transfer does not lead to significant disadvantages. Installation expenses shall be borne by the Customer. In addition, TeamViewer shall be entitled to show the Customer temporary ways for circumventing the errors/defects and eliminate the errors/defects at a later point in time through the adaptation of the Software or the Server Services, if the Customer can reasonably be expected to accept such a temporary solution.

10.4.

Termination. A termination by the Customer in accordance with sec. 543 para. 2 sentence 1 no. 1 BGB due to the non-permission of the use in conformity with the Contract shall only be admissible if TeamViewer had been given sufficient opportunities to eliminate the error/shortcoming and has failed to do so or the subsequent performance was unsuccessful.

10.5.

Initial impossibility. The strict liability for initial defects in accordance with sec. 536a para. 1, alternative 1 BGB shall be excluded. This shall not affect any fault-based liability.

10.6.

Limitation period. Warranty claims shall expire within twelve (12) months. This shall not apply to warranty claims for which TeamViewer is inevitably liable in accordance with the law (e.g. in case of fraud, cf. section 7.1 sentence 2).

10.7.

Statutory provisions. In addition, the statutory provisions regarding warranty claims shall apply subject to section 7.



11. Terms and termination in case of subscription


11.1.

Term and ordinary termination. Unless otherwise specified in the Order, the following shall apply

(i)

in the case of the provision of the Software for a fee: If the Order, the Contract has an initial term of twelve (12) months (“Initial Term") it shall subsequently be renewed automatically for additional periods of twelve (12) month (each a “Renewal Term”), unless either party notifies the other party no less than twenty eight (28) days (“Notice Period”) prior to the end of the Initial Term or any Renewal Term that it has elected not to renew the Contract. If the Contract has an initial term of one month ("Initial Term") it shall subsequently be renewed automatically for additional periods of one month (each a “Renewal Term"), unless either party notifies the other party no less than fourteen (14) days ("Notice Period") prior to the end if the Initial Term or any Renewal Term that it has elected not to renew the Contract.

(ii)

in the case of a provision of the Software free of charge: The Contract shall enter into effect upon its conclusion, be concluded for a limited time and either Party may terminate it at any time without giving reasons.

11.2.

Termination for Breach. This shall not affect the right to a termination for good cause. Section 9.8.(iii) shall apply to TeamViewer’s termination right in case of late payment.

11.3.

Termination notice. The termination must be made in writing (signed letter, telefax) or in text form (e.g. email). The Customer shall address its termination notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany or respectively to sales. TeamViewer may also terminate a Contract by means of a respective notification within the Software.

11.4.

Consequences of the termination of the Contract. Upon the termination or expiration of the Contract, the Customer shall delete the Software from its computers and refrain from any further use of the Software. Upon the termination or expiration of the Contract, the Customer shall no longer have access to the data stored by Customer in the Software, the TeamViewer account and the TeamViewer Management Console. The Customer shall be solely responsible for exporting the data - as far as possible - prior to the termination or expiration of the term of the Contract by means of the Software functions and to store it for further use. TeamViewer shall not be obligated to any further release of data. Upon the termination or expiration of the Contract, TeamViewer shall delete the Customer data, unless TeamViewer is obligated by law to store it. If a deletion is only possible with unreasonable efforts (e.g. in backups), TeamViewer shall be entitled to lock the data. This shall not affect TeamViewer’s right to use data in accordance with section 6.2.



Section 3
Supplementary provisions regarding perpetual licenses


12. Price and late payment in case of a perpetual license


12.1.

Price. The Customer shall pay TeamViewer the price specified in the Order.

12.2.

Due date. Unless otherwise specified, the price shall be due upon invoicing.

12.3.

Invoicing. Unless otherwise specified, TeamViewer shall invoice the fee immediately upon the parties entering into the Contract. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) - if such an account has been created - through an upload into the Customer's TeamViewer account and the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from TeamViewer and pays the respective fee specified in TeamViewers then current applicable price list.

12.4.

Payment methods. The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check) may be offered by TeamViewer as well. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date.

12.5.

Prices, fees, and tax. The Customer shall be required to pay all prices and charges specified in the Order according to the stipulated payment terms to TeamViewer. Such prices do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all such taxes. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

12.6.

Late payment. Sections 9.8.(i), 9.8.(ii) and 9.8.(iii) above shall also apply to any perpetual licenses to the Software.



13. Warranty claims (warranty) in case of perpetual licence


13.1.

Freedom from defects and quality. TeamViewer shall provide the Software free from any defects in quality and title.

13.2.

Elimination of errors and defects. The Customer shall report any errors and defects in the Software or the Server Services preferably via the web portal provided by TeamViewer under link and shall, as far as this is possible and can be reasonably expected, explain the circumstances of the occurrence of the errors/defects in more detail (e.g. screenshots, protocol data). TeamViewer shall eliminate errors/defects within a reasonable period of time. TeamViewer may eliminate errors/defects in the form of updates and patches as long as the contractual scope of function is retained and the transfer does not lead to significant disadvantages. Installation expenses shall be borne by the Customer. In addition, TeamViewer shall be entitled to show the Customer temporary ways for circumventing the errors/defects and may eliminate the errors/defects at a later point in time through the adaptation of the Software or the Server Services, if the Customer can reasonably be expected to accept such a temporary solution. The Customer may assert rescission and reduction rights only if the subsequent performance was unsuccessful.

13.3.

Obligation to preserve. The obligation to preserve the Software does not include the adaptation of the Software to new operating systems or new operating system versions, the adaptation to the scope of functions of competing products or the establishment of compatibility with new data formats or major updates (main version) of TeamViewer of other participants which are no longer supported by TeamViewer. Section 4.1. (ii) sentence 2 applies accordingly.

13.4.

Limitation period. Warranty claims shall expire within twelve (12) months from provision of the Software for download. This shall not apply to warranty claims for which TeamViewer is inevitably liable in accordance with the law (e.g. in case of fraud, cf. section 7.1 sentence 2).

13.5.

Inspection and notification obligation. Section 377 German Commercial Code shall apply.

13.6.

Statutory provisions. In addition, the statutory provisions regarding warranty claims shall apply subject to section 7.



B.

Section 1
General provisions


1. General content of the contract


1.1.

Parties and subject matter. The provisions of this End User License Agreement (EULA) shall govern the relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen, Germany (“TeamViewer”) and its customers (“Customer”) with respect to the licensing by TeamViewer of certain of its software and the provision by TeamViewer of certain services. Accordingly, subject to the terms and conditions of this EULA, TeamViewer may provide Customer with (i) certain software that enables the remote maintenance of computers and the performance of online meetings including diverse features. The Software is installed on computers of the Customer as well as Software that may be accessed and used via a browser and apps for mobile terminals (e.g. iOS, Android) (collectively, “Software”), (ii) servers for the establishment of encrypted connections (handshake) and for the forwarding of data packets (routing) in connection with the use of the Software (“Server Services”), and (iii) related support services (“Support Services”). The Server Services and the Support Services are collectively referred to herein as “Services”.

1.2.

Regulation sections. Sec. 1 of this EULA contains the general provisions, sec. 2 shall apply to any temporary (i.e. subscription based) term licenses to use Software while sec. 3 shall apply to any perpetual Software licenses.

1.3.

Formation and content of the contract. A paid contract pursuant to this EULA shall be formed, if (i) the Customer consummates the web-based order process on the TeamViewer website (www.teamviewer.com) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” or similarly named button, or if (ii) the Customer and TeamViewer sign a written order form, or if (iii) the Customer orders by phone and receives an order confirmation by e-mail. Details regarding the contract (e.g. selected Software, scope of functions, term, Services, etc.), will be set forth in the options selected by the Customer from the specifications provided by TeamViewer during the ordering process, respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Contract”). A free-of-charge Contract in accordance with the provisions of this EULA between TeamViewer and the user shall be formed through the installation of a free-of-charge-version of the Software (“Freemium Software”).

1.4.

Freemium Software. This EULA shall also apply for the use of Freemium Software accordingly.

1.5.

No deviating provisions. This Contract, including all Orders hereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, even if the purchase order or similar instrument is accepted by TeamViewer.

1.6.

Test period. If the Order provides for a test period, the Customer may terminate this Contract and its Order for the Software within seven (7) calendar days of the conclusion of the Contract. In such case Customer shall be provided with a refund of any prepaid, unused fees (if any) paid to TeamViewer for the applicable Software that is subject to the test period.



2. Product specification and activation of the Software


2.1.

Product specification. The functions of the Software and a description of any Services are set forth and described in the product description available in the TeamViewer web shop and on the applicable Order (“Product Specification”). Some features and functions of the Software and Services provided by TeamViewer may include or depend on certain third party products and services all of which may be subject to change by such third parties. Accordingly, such features and functions may be modified or limited by TeamViewer.

2.2.

Provision and activation. TeamViewer shall provide the Software to the Customer for electronic download.

2.3.

Activation. After completing the Order the Customer shall receive (i) a license key, or (ii) an activation link for the activation of the license. Once the license key has been entered or activated, the rights of use and functionalities in accordance with the Contract shall be available to the Customer.



3. Software rights of use


3.1.

Non-exclusive right of use. TeamViewer herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customer’s computers within the limits of the scope of use specified in the Order and this EULA. Notwithstanding the aforesaid, Customer shall be entitled to sublicense the Software in accordance with scope of Software functions (channel grouping).

3.2.

Term of use. In case of a term or subscription based license (“Subscription”), the rights of use granted under this Contract shall be limited in time to the term specified in the applicable Order (cf. sec. 12).

3.3.

Scope of use for fee-based licenses of the Software Fee-based licenses of the Software – Subscription as well as Lifetime – are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Contract. If the Customer obtains the right to use the Software for commercial use, then the Customer shall be entitled to use the Software for the Customer's own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

3.4.

Scope of use for Freemium-Software. The use of the Freemium-Software is solely permitted for the user’s own, private, non-commercial purposes (e.g. free computer support for a spouse/partner). The use of the Freemium-Software for the exercise of the user’s own trade or profession or the use for purposes for which the user directly or indirectly receives compensation (team work with colleagues, free support provided to third parties which have bought software of the user) does not qualify as private use.

3.5.

Unauthorized use. Any use of the Software exceeding the contractually agreed scope of usage expressly prohibited.

3.6.

Source code. The rights of use granted shall not include any rights to the source code of the Software

3.7.

Restrictions. Customer will not and will not allow a third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to derive, analyze or use any source code or underlying ideas or algorithms related to the Software by any means whatsoever, except and only to the minimal extent the provisions of this Section are expressly prohibited by applicable statutory law, (ii) except as expressly set forth herein - cf. 3.1 sentence 2 - provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software to or for the benefit of third parties, (iii) modify the Software or create any derivative works of the Software or (iv) remove any product identification, copyright or other notices in the Software or on any Software. Customer agrees to hold in confidence, not disclose, and not use the Software except as expressly permitted herein. Customer recognizes and agrees that there is no adequate remedy at law for a breach of this Section 3.6 and that such breach would irreparably harm TeamViewer for which monetary damages would not be an adequate remedy and that TeamViewer is entitled, in addition to its other rights and remedies, to equitable relief.

3.8.

Reservation of rights. As between the parties, TeamViewer retains all right, title and interest in and to the Software (and any updates thereto provided by TeamViewer) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

3.9.

Right to audit and self-declaration. TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use.



4. Server Services and other services provided by TeamViewer


4.1.

Server Services. For the establishment of encrypted remote communication connections between different users of the Software, the Software must respectively first of all communicate with servers of TeamViewer (so-called “handshake”). In addition, it may be necessary for the transmission of data in the context of a session (e.g. online meeting or remote maintenance) that encrypted data packets be forwarded by servers of TeamViewer (so-called “routing”). Such handshake and routing are made available in connection with TeamViewer’s Server Services.

(i)

Subject matter. TeamViewer is willing to provide Customer with the Server Services. The Server Services may be unavailable from time to time due to technical difficulties or due to causes beyond the reasonable control of TeamViewer. The Internet connection between the Customer and the data center as well as the required hardware and software (e.g. PC, operating system) shall not be included in the services provided by TeamViewer and shall be Customer’s responsibility. The respective costs shall be borne by the Customer. In case of Freemium-Software, the user has no claim to demand the provision of the Server Services and TeamViewer may in its sole discretion discontinue or modify the Server Services at any time.

(ii)

Term. In case of a Subscription term license, the Server Services may be provided during the limited term of the Customer’s Subscription to the Software.

4.2.

Installation, configuration. The Customer shall be solely responsible for the installation and configuration of the Software. TeamViewer is not responsible for any installation or configuration.

4.3.

Support. TeamViewer’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services.

4.4.

Documentation. TeamViewer shall provide a PDF manual retrievable online in German and English. Any further languages may be offered by TeamViewer on a voluntary basis, at TeamViewer’s sole discretion. The documentation is available under link. As between the parties, TeamViewer retains all right, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

4.5.

Minor updates. TeamViewer may, at its sole discretion, elect to provide Customer with free minor updates of the Software for download. Minor updates may be marked by TeamViewer - in its sole discretion - by a change in the number behind the main version number (e.g. version XX.1, XX.2). Minor updates may include the correction of errors as well as minor improvements of functions (e.g. optimizations in the program execution speed). TeamViewer shall have no obligation to provide minor updates to Customer; provided, however, that if TeamViewer does elect to provide minor updates to Customer then the Customer shall be obligated to integrate the current update of the Software at its own cost into the then current version of the Software in use by Customer. All rights of use set forth herein that are applicable to the Software shall also apply to all minor updates.

4.6.

Major updates. Major updates of the Software are new versions of the Software, usually comprising more extensive modifications of the functions. Major updates may be marked by TeamViewer - in its sole discretion - by a change of the main version number (e.g. version XX, YY). TeamViewer shall not be obligated to provide any major updates to Customer. In the event that TeamViewer elects to provide any major updates to Customer, TeamViewer may require the Customer to pay an additional fee for use of such major updates to the extent Customer elects to license such major update. The Customer is not obligated use any major update.

4.7.

Programming interfaces. At TeamViewer’s discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of TeamViewer. TeamViewer may change or switch off APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of this Contract shall not apply to any such Third-party Software and TeamViewer shall have no liability for any Third-party Software.

4.8.

Telephone conference number. If, in the context of its services, TeamViewer provides a telephone conference number for dialing in as an alternative to the audio conference function of the Software, the provider of the respective telecommunication service (and not TeamViewer), shall be the owner of the telephone connection of the respective number. The use of the telephone conference number shall be subject to a separate fee and is not included in the user fee pursuant to this Contract. If applicable, the invoicing shall be performed by the telephone provider of the participant.

4.9.

Changes to the services. TeamViewer may change the Software in the context of updates as well as the Server Services (including the system requirements) for good cause. Such a good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changes to applicable technical framework conditions (new encryption standards), or (iii) the protection of the system security.



5. Obligations and duties of the Customer


5.1.

Lawful usage. The Customer shall use the Software and the Server Services only in accordance with the provisions of this Contract and in accordance with applicable laws and regulations and shall not infringe any third-party rights in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions.

5.2.

Export controls and economic sanctions. Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.

Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

Item 5.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

Restricted Party means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Cuba, Iran, North Korea, Sudan and Syria.

Sanctions means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3.

U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is deemed to be commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 "Commercial Computer Licensed Software - Restricted Rights" and DFARS 227.7202, “Rights in Commercial Computer Licensed Software or Commercial Computer Licensed Software Documentation”, as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government shall be solely in accordance with the terms of this Contract.

5.4.

System requirements. The requirements for the Customer's software and hardware are specified in the manuals and the Product Specification (cf. sec. 2.1 and 4.4). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these requirements.



6. Confidentiality and data protection


6.1.

Confidentiality. The products offered by TeamViewer, including the Software and all manuals and documentation provided by TeamViewer, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed TeamViewer’s Confidential Information. Customer will not disclose TeamViewer’s Confidential Information to any third party and will use TeamViewer’s Confidential Information only in accordance with this Contract.

6.2.

Data protection. TeamViewer strictly complies with applicable data protection law. TeamViewer collects, processes and uses data of Customer for the implementation and processing of the contractual relation with Customer, in particular for successfully establishing connections via the Internet. Data of Customer is not shared with third party advertisers without prior written consent. Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that any non-personal or anonymous data collected may be sent to any of the worldwide offices or affiliates of TeamViewer. Details about collection, processing, and use of personal data by TeamViewer are described in the Data Protection Policy available for download under link.



7. Limitation of liability.


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS BE LIABLE TO CUSTOMER FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS CONTRACT, EVEN IF TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS HAS BEEN ADVISED SUCH DAMAGES MIGHT OCCUR. IN NO CASE SHALL TEAMVIEWER’S LIABILITY EXCEED THE FEES CUSTOMER PAID FOR THE SOFTWARE OR SERVICES GIVING RISE TO THE CLAIM DURING THE SIX MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT TEAMVIEWER’S LIABILITY TO CUSTOMER FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW. THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS EULA WILL APPLY REGARDLESS OF WHETHER OR NOT CUSTOMER ACCEPTS THE SOFTWARE, SERVICES OR ANY UPDATES.



8. Indemnification


8.1.

Indemnification by Customer. Customer shall indemnify, defend and hold TeamViewer, its affiliates, officers, directors, shareholders, employees, agents and assigns harmless from and against any and all liabilities, losses, costs, expenses, settlement amounts, and damages (including reasonable attorneys' fees) incurred by TeamViewer arising out of any suit or proceeding by a third party arising from Customer’s use of the Software or Customer's breach of any representation, warranty, covenant or obligation of Customer under this Contract.

8.2.

Process. TeamViewer shall promptly notify the other party in writing of any action for which TeamViewer believes it is entitled to be indemnified pursuant to Section 8.1, as applicable. If TeamViewer is named a party in any judicial, administrative or other proceeding arising out of or in connection of any breach of any provision of this EULA, a negligent or wrongful act, and/or a violation of any applicable law, TeamViewer will have the option at any time to either.

(i)

undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case the Customer will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants, and other professionals or

(ii)

to hand over its defense to the indemnifying party, in which case the indemnifying party will provide qualified attorneys, consultants, and other appropriate professionals to represent the party seeking interests at the Customer’s expense. TeamViewer will have the sole right and discretion to settle, compromise or otherwise resolve any and all claims, causes of actions, liabilities or damages against it, notwithstanding that TeamViewer may have tendered its defense to the Customer. Any such resolution will not relieve the party of its obligation to indemnify the other party under this Section 8.



9. Final provisions


9.1.

Changes to the General Terms and Conditions. TeamViewer shall be entitled to amend this Contract upon no less than six (6) weeks prior notice to Customer. Unless Customer notifies TeamViewer in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from TeamViewer then the amendment shall be deemed accepted by Customer. If, on the other hand, Customer notifies TeamViewer in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from TeamViewer then the Contract shall be continued under the existing terms without giving effect to such amendment.

9.2.

Communication via email. Unless otherwise specified in this Contract, any notifications and declarations in connection with this Contract may also be made by email. To this end, TeamViewer may use the email address the Customer provided upon registration or in the TeamViewer account. The Customer shall be responsible for checking its emails regularly and, if necessary, updating its email address. TeamViewer’s contact information is available under link.

9.3.

Governing Law; Severability; Waiver. This Contract will be governed by the laws of the State of New York, United States of America. Such governing laws are exclusive of any provisions of the United Nations Convention on Contracts for Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law. If any provision of this Contract is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this Contract shall remain in full force and effect. A waiver of any breach or default under this Contract shall not constitute a waiver of any other subsequent breach or default.

9.4.

Place of jurisdiction. TeamViewer and Customer unconditionally and irrevocably consent to the exclusive jurisdiction of the federal and/or state courts located in New York County, New York with respect to any action, suit or proceeding arising out of or relating to this Contract or the transactions contemplated hereby and the parties waive any objection with respect to such courts for the purpose of any such action, suit or proceeding.

9.5.

Exclusive application. This EULA shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.



Section 2
Supplementary provisions regarding subscriptions


10. User fee, price changes and late payment in case of subscription


10.1.

User fee. During the term of the Contract, the Customer shall pay to TeamViewer the recurring user fee specified in the Order for the rights of use to the Software and the provision of the Services.

10.2.

Due date. Unless otherwise specified in the Order, all fees shall be due in advance and be paid on a monthly basis.

10.3.

Changes of the scope of use. Customer shall have the right at any time to increase the ordered scope of use or to switch to a higher service package by entering into an additional Order. Any reduction in use or a switch to a lower package, however, shall only be available at the expiration of the then applicable term (cf. sec. 12.1). In the case of an increase of the scope of use during the Initial Term or a Renewal Term, the additional fees shall be invoiced on a pro rata basis based on TeamViewer's then current applicable price lists.

10.4.

Invoicing. Unless otherwise specified in the Order, TeamViewer shall invoice the user fee at the beginning of the Contract and subsequently at the beginning of each Renewal Term. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) - if such an account has been created - through an upload into the Customer's TeamViewer account and the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from TeamViewer and pays the respective fee specified in TeamViewer’s applicable price list.

10.5.

Payment methods. The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check) can be selected during the ordering process. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date.

10.6.

Prices, fees, and tax. The Customer shall be required to pay all prices and charges specified in the Order according to the stipulated payment terms to TeamViewer. Such prices do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all such taxes. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order.

10.7.

Price changes. TeamViewer shall be entitled to increase the user fee effective as of the end of the Initial Term (usually 12 months) or any Renewal Term by providing Customer with no less than sixty (60) days prior notice of such price increase.

10.8.

Late payment.

(i)

Interest Charge. TeamViewer may charge Customer a finance charge in an amount equal to the lesser of one and one-half percent (1.50%) per month or the maximum legal interest rate allowed by law on all undisputed balances for which payment has not been timely received.

(ii)

Suspension in case of default. If the Customer defaults on the payment of the user fee, TeamViewer shall be entitled to suspend the Server Services temporarily (“Suspension”). However, TeamViewer shall warn the Customer of the Suspension reasonably in advance, e.g. via email or notifications in the Software. During the Suspension period, no connections can be established from and to the installations of the Customer's Software. The Customer’s obligation to pay the user fee shall continue in effect during the Suspension period.

(iii)

Termination in case of default. TeamViewer may terminate the Contract if the Customer defaults on the payment of the user fee and fails to cure the breach within fifteen (15) days of receiving notice from TeamViewer. Termination is in addition to (and not in lieu of) any other rights and remedies available to TeamViewer hereunder or at law or in equity.



11. Warranty claims (warranty) in case of subscription


11.1.

Warranty. TeamViewer warrants that during the term of any Subscription, the Software and Server Services will conform, in all material respects, with the applicable Product Specification. TeamViewer does not warrant that it will be able to correct all reported defects or that use of the Software and Server Services will be uninterrupted or error free. TeamViewer makes no warranty regarding features or services provided by third parties. For any breach of the above warranty, TeamViewer will, at no additional cost to Customer, provide remedial services necessary to enable the Software and Server Services to conform to the warranty. Customer will provide TeamViewer with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. Such re-performance shall be Customer’s exclusive remedy and TeamViewer’s sole liability for any breach of said warranty. If, however, after repeated efforts, TeamViewer is unable to remedy such defect in any Software or Server Services, then Customer’s sole remedy and TeamViewer’s entire liability shall be to terminate the Contract in which case TeamViewer will refund to Customer any prepaid, unused amounts (if any) previously paid by Customer to TeamViewer for the Software and Server Services applicable to unexpired portion of the remainder of the term of the Subscription. The above warranty specifically excludes defects resulting from accident, abuse, unauthorized repair, modifications or enhancements, or misapplication. THE FOREGOING IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR TEAMVIEWER’S BREACH OF THIS WARRANTY.

11.2.

Obligation to preserve. The obligation to preserve the Software does not include the adaptation of the Software to new operating systems or new operating system versions, the adaptation to the scope of functions of competing products or the establishment of compatibility with new data formats or major updates (main version) of TeamViewer of other participants which are no longer supported by TeamViewer.

11.3.

No warranty for Freemium-Software. If TeamViewer provides Freemium-Software the Freemium-Software and the related Server Services are provided “AS IS” without warranty of any kind.

11.4.

Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH IN SECTION 10 ABOVE ARE CUSTOMER’S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TEAMVIEWER MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE OR ANY SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.



12. Terms and termination in case of subscription


12.1.

Term and ordinary termination. Unless otherwise specified in the Order, the following shall apply

(i)

in the case of the provision of the Software for a fee: If the Contract has an initial term of twelve (12) months (“Initial Term") it shall subsequently be renewed automatically for additional periods of twelve (12) months (each a “Renewal Term”), unless either party notifies the other party no less than twenty eight (28) days (“Notice Period”) prior to the end of the Initial Term or any Renewal Term that it has elected not to renew the Contract. If the Contract has an initial term of (1) one month (“Initial Term”) it shall subsequently be renewed automatically for additional periods of one month (each a “Renewal Term”) unless either party notifies the other party no less than fourteen (14) days (“Notice Period”) prior to the end of the Initial Term or any Renewal Term that it has elected not to renew the Contract.

(ii)

in the case of a provision of the Software free of charge: The Contract shall enter into effect upon conclusion, be concluded for a limited time and either Party may terminate the Contract at any time and for any reason upon notice to the other Party.

12.2.

Termination for Breach. Either Party may terminate this Contract in the event of a material breach of this Contract by the other party that is not cured within thirty (30) days of written notice thereof from the other party (provided that Customer shall only have fifteen (15) days to cure any payment breach).

12.3.

Termination notice. The termination must be made in writing (signed letter, telefax) or in text form (e.g. email). The Customer shall address its termination notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany or respectively to sales. TeamViewer may also terminate a Contract by means of a respective notification within the Software.

12.4.

Consequences of the termination of the Contract. Upon the termination or expiration of the Contract, the Customer shall delete the Software from its computers and refrain from any further use of the Software. Upon the termination or expiration of the Contract, the Customer shall no longer have access to the data stored by Customer in the Software, the TeamViewer account and the TeamViewer Management Console. The Customer shall be solely responsible for exporting the data - as far as possible - prior to the termination or expiration of the term of the Contract by means of the Software functions and to store it for further use. TeamViewer shall not be obligated to any further release of data. Upon the termination or expiration of the Contract, TeamViewer shall delete the Customer data, unless TeamViewer is obligated by law to store it. If a deletion is only possible with unreasonable efforts (e.g. in backups), TeamViewer shall be entitled to lock the data. This shall not affect TeamViewer’s right to use data in accordance with section 6.2.



Section 3
Supplementary provisions regarding perpetual licenses


13. Price and late payment in case of a perpetual license


13.1.

Price. The Customer shall pay TeamViewer the price specified in the Order.

13.2.

Due date. Unless otherwise specified in the Order, the price shall be due upon invoicing.

13.3.

Invoicing. Unless otherwise specified, TeamViewer shall invoice the fee immediately upon the parties entering into the Contract. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) - if such an account has been created - through an upload into the Customer's TeamViewer account and the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from TeamViewer and pays the respective fee specified in TeamViewer’s then current applicable price list.

13.4.

Payment methods. The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check) may be offered by TeamViewer as well. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date.

13.5.

Prices, fees, and tax. The Customer shall be required to pay all prices and charges specified in the Order according to the stipulated payment terms to TeamViewer. Such prices do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax); and Customer is responsible for the payment of any and all taxes. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified in the Order, unless another payment period was agreed.

13.6.

Late payment. Sections 10.8.(i), 10.8.(ii) and 10.8.(iii) above shall also apply to any perpetual licenses to the Software.



14. Warranty claims (warranty) in case of a perpetual license


14.1.

Warranty. TeamViewer warrants that the Software, as delivered by TeamViewer and when used in accordance with the Documentation, will substantially conform to the applicable Product Specification for a period of ninety (90) days from delivery. If the Software does not comply with this warranty and such non-compliance is reported by Customer to TeamViewer within the ninety (90) day warranty period, TeamViewer will do one of the following, selected at TeamViewer’s reasonable discretion: either (i) repair the Software, (ii) replace the Software with software of substantially the same functionality, or (iii) terminate the Contract and refund the relevant fees paid for such non-compliant Software. The above warranty specifically excludes defects resulting from accident, abuse, unauthorized repair, modifications or enhancements, or misapplication. THE FOREGOING IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR TEAMVIEWER’S BREACH OF THIS WARRANTY.

14.2.

Obligation to preserve. The obligation to preserve the Software does not include the adaptation of the Software to new operating systems or new operating system versions, the adaptation to the scope of functions of competing products or the establishment of compatibility with new data formats or major updates (main version) of TeamViewer of other participants which are no longer supported by TeamViewer.

14.3.

Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH IN SECTION 14 ABOVE ARE CUSTOMER’S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TEAMVIEWER MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE OR ANY SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.



If the place of acquisition or your (main) place of residence is outside the USA, South America, or Canada, the provisions of our End User License Agreement under Section A shall apply to our contractual relationship.

If the place of acquisition or your (main) place of residence is in the USA, South America, or Canada, the provisions of our End User License Agreement under Section B shall apply to our contractual relationship.

The original of this End User License Agreement is drawn in the German language. If the place of acquisition or your (main) residence is in Germany, Austria or Switzerland, the German version shall prevail over the English version. In all other countries, the English Version shall prevail over the local version (if any). All other translations (if any) shall solely serve for a better understanding.

A.

Section 1
General provisions


1. General content of the contract


1.1.

Parties and subject matter. The provisions of the present End User License Agreement (“EULA” or “Agreement”) shall regulate the legal relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen / Germany ("TeamViewer") and its customers or users (hereinafter collectively "Customer") in respect of the provision of a standard software (“TeamViewer IoT” or “Software”) and the rendering of associated services. TeamViewer IoT is comprised of independent modules. They may also be used separately.

In detail, the following modules are available:

(i)

TeamViewer IoT Monitoring (cf. https://community.teamviewer.com/t5/IoT-Knowledge-Base/What-is-TeamViewer-IoT/ta-p/17084)

(ii)

TeamViewer IoT Remote Control (cf. https://community.teamviewer.com/t5/IoT-Knowledge-Base/What-is-TeamViewer-IoT/ta-p/17084)

In addition, TeamViewer provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software ("Server Services"). This EULA shall furthermore apply accordingly to associated software, which may be used via the browser, and to apps for mobile terminals (e.g. iOS, Android) ("Apps") as well as to the features and functions comprised in the software. The same shall apply to support services (“Support Services”), which to a varying extent, depending on the stipulated service contents, may also become the subject matter of the Agreement. For the avoidance of doubt, notwithstanding the use of terms like purchase or similar, the Software is licensed, not sold.

1.2.

Conclusion and contents of the Agreement. A contract pursuant to this EULA shall be formed, if (i) the Customer consummates the web-based order or download process on the TeamViewer website if available or respectively start using the IoT dashboard) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” / “I accept” / “Download TeamViewer IoT” or similarly named button, or, if (ii) the Customer and TeamViewer sign a written order form, or, if (iii) the Customer orders by phone and receives an order confirmation by e-mail, or if (iv) the Customer installs or uses the free version of the Software (“Freemium Software”) or a trial license (“Trial License”), or (v) if the Customer is provisioning devices and accepts the EULA via a command line interface. In case of (i), (iv) and (v), the Customer herewith waives the receipt of a notification of acceptance by TeamViewer in accordance with Section 151 of the German Civil Code. This EULA shall apply accordingly for the Freemium Software and Trial Licenses of the Software.

Details regarding the contract (e.g. selected Software, scope of functions, term, services, etc.), are set forth in the options selected by the Customer and in the specifications provided by TeamViewer during the ordering process or in case of a Freemium Software or Trial License Contract prior to the usage of the registration for the IoT dashboard, or respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Contract”).

1.3.

No deviating provisions. This Contract, including all Orders hereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, even if the purchase order or similar instrument is accepted by TeamViewer.

1.4.

Obligations in electronic commerce. To the extent permitted by applicable law, Section 312i para. 1 no.1, 2 and 3 as well as Section 312i para. 1 sentence 2 BGB, which provide for certain obligations in the part of TeamViewer in electronic commerce, shall herewith be excluded.



2. Product specification and activation of the Software


2.1.

Product specification. The functions of the Software and a description of any services are set forth and described in the product description available on the TeamViewer website (c.f. www.teamviewer.com/iot and the on the applicable Order (“Product Specification”). Only this Product Specification shall be relevant to the contractually agreed quality and features of the Software and the Server Services; any other oral or written statements of TeamViewer shall not be relevant. Some features and functions of the Software or Services provided by TeamViewer may include or depend on certain third party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited.

2.2.

No guarantees. In case of doubt, guarantees regarding the quality or features made by TeamViewer shall only be interpreted as such if they have been made in writing (including a signature) and are labelled “guarantee”.

2.3.

Provision and activation. TeamViewer shall provide the Software to the Customer for electronic download or as a cloud service, as the case may be. After completing the Order in the event of fee-based subscription license, the Customer gets access to the Software. The rights of use and functionalities in accordance with the Contract shall then be available to the Customer.



3. Software rights of use


3.1.

Non-exclusive right of use. TeamViewer herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customers computers within the limits of the scope of use specified in the Order and this EULA.

3.2.

Scope of use of the trial license. TeamViewer may offer a trial license (“Trial License”) for a limited period of time. If TeamViewer elects to offer a Trial License, the Trial License is limited:

(i)

in time to the term of the respective trial period (“Trial Period”) as stipulated in the Order or respectively on the TeamViewer IoT website, and;

(ii)

in the scope of use up to 10 devices per account created,
and,
up to 50,000 messages per device per month (“Fair Usage Restrictions”).

The Customer acknowledges and agrees that a Trial License might be converted in a fee-based license after the Trial Period dependent on the chosen functionality, in which case TeamViewer will notify the Customer hereof prior to the end of the Trial Period.

3.3.

Scope of use for fee-based subscription licenses of the Software. Fee-based subscription licenses of the Software are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. functions) shall be set forth in the Order. If the Customer obtains a fee-based license, then the Customer shall be entitled to use the Software for the Customer's own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall be deemed an affiliated enterprise in the meaning of Section 15 German Stock Cooperation Act (AktG).

3.4.

Scope of use for Freemium-Software. The use of the Freemium-Software is permitted for the user’s own, private, non-commercial purposes (or if the Customer is a business/entrepreneur is dependent on the chosen functionality of the Software. In any case, the permitted scope of use for the Freemium Software shall be subject to the Fair Usage Restrictions as set out in Section 3.2 above.

3.5.

Prohibition of excessive use. Any use of the Software in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. An excessive use in case of a Trial License or Freemium Software shall include without limitation if the Customer uses the Trial License or the Freemium Software in excess of the Fair Usage Restrictions set out in Section 3.2. TeamViewer reserves the right to deactivate a Trial License or the Freemium Software or block connections made by a Trial License or the Freemium Software if the Customer is in breach of the Fair Usage Restrictions. In addition, TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use.

3.6.

Source code and restrictions. The Customer shall not do or procure any third parties to do any of the following: (i) decompile, reverse engineer, or disassemble in any way source codes or underlying ideas or algorithms in connection with the Software or in any other way try to derive, analyze, or use the above, except and only to the extent that the provisions of the preceding paragraph are explicitly prohibited by law, (ii) except to the extent that this is explicitly stipulated in the present Agreement - cf. Section 3.3 - provide, lease, let, use for time share or service office purposes, as well as in any other way use or grant the use of the Software for the benefit of third parties, (iii) modify the Software or create derivative forms of the Software or (iv) remove product markings, copyright notices, or any other notices on this or any other Software. The rights of use granted shall not include any rights to the source code of the Software. This shall not affect the Customer's statutory rights, in particular pursuant to sec. 69e of the German Copyright Act (UrhG). Markings of the Software, in particular, copyright notices, brands, serial number or similar must not be removed, modified or rendered illegible The Customer undertakes to treat the Software in confidence, not to disclose or use it, unless this is explicitly permitted in this Agreement. The Customer acknowledges and agrees that there will be no adequate remedies in the event of a breach of this Section 3.6 and that any such breach of the above obligations would cause irredeemable damage to TeamViewer, where financial compensation would not constitute adequate indemnification, and that TeamViewer in addition to its other rights and remedies may assert claims to other remedies or interlocutory relief.

3.7.

Provision to third parties. The Customer shall not be entitled to give or provide the Software to third parties beyond the intended use; in particular, the Customer shall not be entitled to sell the Software. The foregoing does not affect the right of an Affiliate to use the Software in accordance with Section 3.3 of this Contract.

3.8.

Reservation of rights. As between the parties, TeamViewer retains all right, title and interest in and to the Software (and any updates thereto provided by TeamViewer) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

3.9.

Right to audit and self-declaration. TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use. Customer acknowledges and agrees that TeamViewer reserves the right without any liability whatsoever to electronically disable the Software or cease any Services in the event that TeamViewer receives knowledge or has reason to believe that (i) the use of the Software or parts thereof by the Customer is in breach of any applicable law, or, (ii) if the Customer is engaged in any fraudulent or criminal activity.



4. Server Services and other services provided by TeamViewer


4.1.

Server Services. For the establishment of encrypted connections between different devices, the Software must respectively first of all communicate with servers of TeamViewer (so-called “handshake”). In addition, it may be necessary for the transmission of data that encrypted data packets be forwarded by servers of TeamViewer (so-called “routing”). Such handshake and routing are made available in connection with TeamViewer’s Server Services.

TeamViewer is willing to provide Customer with the respective Server Services. The Server Services may be unavailable from time to time due to technical difficulties or due to causes beyond the reasonable control of TeamViewer. The Internet connection between the Customer and the data center as well as the required hardware and software (e.g. PC, operating system) shall not be included in the services provided by TeamViewer and shall be Customer’s responsibility. The respective costs shall be borne by Customer. In case of Freemium-Software or a Trial License, the user has no claim to demand the provision of the Server Services and TeamViewer may in its sole discretion discontinue or modify the Server Services at any time. For fee-based subscription licenses, the Server Services will be provided during the limited term of the Customer’s subscription to the Software.

4.2.

Installation, configuration. The Customer shall be solely responsible for the installation and configuration of the Software. TeamViewer is not responsible for any installation or configuration.

4.3.

Support. TeamViewer’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services. In case of Freemium Software or a Trial License, the Customer shall not be entitled to any Support Services. This shall not affect any statutory warranty claims of the Customer.

4.4.

Documentation. TeamViewer shall provide a description of the functionalities in electronic format online in English. Any further languages may be offered by TeamViewer on a voluntary basis, at TeamViewer’s sole discretion. The documentation is available under https://community.teamviewer.com/t5/IoT-Knowledge-Base/tkb-p/IoT_Knowledge_Base. As between the parties, TeamViewer retains all rights, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

4.5.

Updates. TeamViewer may at its own discretion provide free Software updates for download. Updates may comprise of bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations) or new functions. There shall be no obligation to provide updates. The Customer's warranty claims shall remain unaffected. The Customer shall be required to (i) regularly, but no less than once every month, verify if new updates of the Software are available, and, (ii) at his own expense to input the respective current Software update. Moreover, the Customer acknowledges and agrees that it might be required to install security-critical updates promptly on notification by TeamViewer. The rights of use according to the Software as such shall apply accordingly to updates (section 2).

4.6.

Programming interfaces. At TeamViewer’s discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of TeamViewer. TeamViewer may change switch off APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of this Contract shall not apply to any such Third-party Software and TeamViewer shall have no liability for any Third-party Software.

4.7.

Changes to the services. TeamViewer may change the Software in the context of updates as well as the Server Services (including the system requirements) for good cause. Such a good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changed technical framework conditions ( e.g. new encryption standards), or (iii) the protection of the system security.



5. Obligations and duties of the Customer


5.1.

Lawful usage. The Customer shall use the Software and the Server Services only in accordance with the provisions of this Contract and in accordance with applicable laws and regulations in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions.

5.2.

Export controls and economic sanctions. Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.

Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

This Section shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

“Restricted Party” means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Crimea, Cuba, Iran, North Korea, Sudan and Syria.

“Sanctions” means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3.

System requirements. The requirements for the Customer's software and hardware are specified in the manuals and the Product Specification (cf. sec. 2.1 and 4.4). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these requirements.



6. Confidentiality and data protection


6.1.

Confidentiality. The products offered by TeamViewer, including the Software and all manuals and documentation provided by TeamViewer, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed TeamViewer’s Confidential Information. Customer will not disclose TeamViewer’s Confidential Information to any third party and will use TeamViewer’s Confidential Information only in accordance with this Contract.

6.2.

Data protection. TeamViewer strictly complies with applicable data protection law. TeamViewer collects, processes and uses data of Customer for the implementation and processing of the contractual relation with Customer, in particular for successfully establishing connections via the Internet. Data of Customer is not shared with third party advertisers without prior written consent. Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that any non-personal or anonymous data collected may be sent to any of the worldwide offices or affiliates of TeamViewer. For Details about collection, processing, and use of personal data by TeamViewer are described in the Data Protection Policy available for download under https://www.teamviewer.com/privacy-policy/.

6.3.

Data visualization and monitoring. The Customer acknowledges and agrees, that if data visualization or monitoring services are included in the Contract, it is a prerequisite that TeamViewer will process and aggregate such data. The Customer further acknowledges and agrees that the results of such monitoring and visualization services is dependent on the quality of the forwarded data and that such services might not always work error-free. The Customer represents and warrants to TeamViewer that it has the legal right to forward involved data to TeamViewer. Moreover, TeamViewer might provide certain notification and alerting services. Customer acknowledges and agrees that such notification and alerting services might not always work error-free and that consequently false positive alerts might occur.



7. Limitation of liability


7.1.

Exclusion in certain cases. TeamViewer shall be liable for damages within the scope of statutory provisions to the extent that such damage

(i)

was caused with intention or gross negligence on the part of TeamViewer, or,

(ii)

with slight negligence on the part of TeamViewer and is due to any material breach of duty, jeopardizing realization of the purpose of this Agreement, or due to the breach of obligations, which must be satisfied to allow for the due performance of this Agreement, and where the Customer may rely on their compliance (cardinal duties), or,

(iii)

which are due to injury to life, limb, or health of any person, assumption of an explicit warranty, malicious concealment of a defect or any provision of the German Product Liability Act.

Any further liability for data losses shall be excluded. Moreover, any liability on the part of TeamViewer shall be excluded regardless of the legal grounds.

7.2.

Limitation of the amount. In the case of sec. 7.1 sentence 1 (ii) (slightly negligent breach of material obligations), TeamViewer shall only be subject to limited liability for damages that can be typically expected in the case of a contract of this type.

7.3.

Limitation of liability in case of Trial License or Freemium-Software. In deviation from sec. 7.1 and 7.2, in case TeamViewer provided Freemium-Software to a Customer, the provisions on lending (sec. 598 et seq. BGB), shall take precedence, i.e., in particular, the provisions that TeamViewer’s liability for defects shall be limited to fraudulently concealment of defects in accordance with Section 600 BGB and the liability of TeamViewer shall be limited to intent and gross negligence in accordance with Section 599 BGB and that the shortened limitation period of six months in accordance with sec. 606 BGB shall apply.

7.4.

Employees and agents of TeamViewer. The limitations of liability pursuant to sec. 7.1 to 7.3 shall also apply to claims against employees or agents of TeamViewer.



8. User fee, price changes, and default in payment


8.1.

User fee. For the rights of use to the software and the provisions of the server services during the term of the Agreement, the Customer shall owe TeamViewer the user fee set forth in the Order, unless the Order specifies use free of charge.

8.2.

Due date. Unless specified otherwise in the Order, the user fee shall be due and payable monthly in advance. In case of annual licenses monthly payment is excluded except otherwise agreed on an individual basis.

8.3.

Changes to the scope of use. The ordered scope of use or the service package may be expanded at any time; reductions of the service package or of the scope of use shall be possible only with effect from the end of the initial or a renewal term (see clause 11.1). If the ordered scope of use is expanded within the initial or a renewal term, additional fees shall be charged on a prorated basis. The prices pursuant to the respective applicable TeamViewer price list shall apply to the additional scope of use.

8.4.

Invoicing. Unless specified otherwise in the Order, TeamViewer shall charge the user fee upon commencement of the Agreement and thereafter upon commencement of each renewal period. Invoices shall be issued (i) online by e-mail to the e-mail address provided by the Customer or (ii) - if created - by uploading it to the Customer's TeamViewer account and corresponding e-mail notification of the Customer. The Customer shall be entitled to have the invoice sent by post only if the Customer requests the invoice from TeamViewer and pays the respective remuneration pursuant to the current TeamViewer price list.

8.5.

Payment methods. Invoice amounts may be paid by credit card. Additional payment types (e.g. direct debit or check) can be selected during the ordering process if available. If the Customer chooses PayPal direct debit as payment method, if provided, the Customer may cancel such direct debit through his PayPal profile. Such cancellation must be made no later than one day prior to the next debit date.

8.6.

Prices, fees, and taxes. The Customer shall be required to pay any prices and fees specified in the Order to TeamViewer pursuant to the stipulated payment terms. Generally prices shall not include any sales, excise, value added or any other tax (including applicable withholding tax); the Customer shall be responsible for paying tax all such taxes except those taxes which are imposed on the net income attributable to TeamViewer. Should TeamViewer be liable to any sales, excise, value added or any other tax under local jurisdiction, such tax shall be added on top of the sales price and be charged to the Customer. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed in the Order.

8.7.

Price changes. TeamViewer shall be entitled to increase the user fee in a reasonable manner with effect from the end of an initial term or a renewal term. TeamViewer shall announce the increase in advance with a notice period at least equal to that required for convenience termination by TeamViewer. The Customer may object to the increase; in such case, the Agreement shall terminate upon the increase taking effect. If the Customer does not object, this shall be considered approval of the increase. TeamViewer shall notify the Customer in the announcement about such effect of his silence.

8.8.

Default in payment. The occurrence of default in payment and default interest shall be governed by statutory provisions, including without limitation sections 286 and 288 BGB.

(i)

Dunning fee. In case of a second reminder, TeamViewer shall be entitled to charge a reasonable dunning fee.

(ii)

Locking in case of default in payment. If the Customer is in default in payment of the user fee, TeamViewer shall be entitled to temporarily suspend server services ("Locking"). However, TeamViewer shall threaten any Locking reasonably in advance, e.g. by e-mail or notice in the software. There shall be no Locking or it shall be lifted once the Customer has made full payment. While locked, various modules cannot be utilized in accordance with the service package. During Locking, the Customer shall remain obligated to pay the user fee.

(iii)

Termination in case of default in payment. TeamViewer shall be entitled to extraordinary termination of the Agreement if the Customer (i) fails to pay the user fee on two consecutive payment dates or is in default with payment of a significant portion of the user fee or (ii) is in default with payment of the user fee in an amount equivalent to the user fee for two months for a period covering more than two payment dates.



9. Warranty for defects


9.1.

Freedom from defects and condition. TeamViewer shall provide the software free from any defects in quality or title and throughout the term of the Agreement shall maintain it in a condition suitable for contractual use.

9.2.

Maintenance obligation. The obligation to maintain the software shall not comprise adapting the software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or maintaining the compatibility of the Software with other TeamViewer products.

9.3.

Remedy of Defects. The Customer shall preferentially report defects of the software or of the server services by filing a web formular or sending an email to TeamViewer. The Customer to the extent possible and reasonable, shall explain the particular circumstances under which the fault occurred (e.g. screenshots, log data). TeamViewer shall remove defects within a reasonable period of time. TeamViewer may remove defects in the form of updates and patches if the contractual range of functions is maintained and if the transfer does not result in significant disadvantages. The Customer shall bear the costs of installation. TeamViewer shall furthermore be entitled to temporarily instruct the Customer about options to bypass a defect and to remove the defect subsequently by adapting the software or server services if this can reasonably be expected from the Customer.

9.4.

Termination. Termination by the Customer pursuant to section 543 para. 2 sentence 1 no. 1 BGB because of the failure to provide contractual use shall be permitted only if TeamViewer has been given adequate opportunities to remove the defect and if this has failed.

9.5.

Initial impossibility. Strict liability for initial defects pursuant to section 536a para. 1, 1st alt. 1 BGB shall be excluded. Fault-based liability shall remain unaffected.

9.6.

Limitation. If the Customer is an Entrepreneur, warranty claims shall lapse after twelve months. This shall not apply in case of warranty claims subject to mandatory statutory liability on the part of TeamViewer (e.g. in case of malice, cf. clause 7.1 sentence 2).

9.7.

Statutory provisions. Moreover, subject to clause 7, the statutory provisions regarding warranty for defects shall apply.



10. Term and termination


10.1.

Term and convenience termination. Unless specified otherwise in the Order, the following shall apply if the software is provided against consideration: If the Agreement has a term of twelve (12) months ("Initial Term"), the Agreement shall commence upon conclusion (cf. clause 1.3) and subsequently shall be renewed automatically for a further twelve (12) months at a time ("Renewal Term"), unless the Agreement is terminated by either party with 30 days’ notice ("Notice Period") effective from the end of the Initial or a Renewal Term. If the Agreement has a term of one (1) month ("Initial Term"), the Agreement shall commence upon conclusion (cf. clause 1.3) and subsequently shall be renewed automatically for a further month at a time ("Renewal Term"), unless the Agreement is terminated by either party with 14 days’ notice ("Notice Period") effective from the end of the Initial or a Renewal Term.

10.2.

Extraordinary termination. The right to terminate for good cause shall remain unaffected. The termination right of TeamViewer in case of default in payment shall be subject to clause 9.8 (iii).

10.3.

Termination notice. Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany, or to sales@teamviewer.com to terminate the Agreement. TeamViewer may also terminate an Agreement by way of a corresponding notice in the software.

10.4.

Consequences of termination. Upon expiry of the term of the Agreement, the Customer shall refrain from any further use of the software. Following termination of the Agreement, the Customer shall no longer be able to access the data stored by him in the Software. The Customer shall be responsible for exporting the data prior to the end of the term of the Agreement using the Software's functions and to store them for further use. TeamViewer shall not be obligated to any further release of data, unless the Customer has a right to receive such data under applicable law. Upon termination of the Agreement, TeamViewer shall delete the Customer data unless TeamViewer is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Agreement or in the context of performance of the Agreement is possible only with unreasonable effort, TeamViewer shall be entitled to lock such data. The foregoing shall not affect TeamViewer’s right to use data in accordance with section 6.2.



11. General provisions


11.1.

Amendments and changes to the general terms and conditions. TeamViewer shall in principle be entitled to amend these EULA at any time. TeamViewer shall notify the Customer about the planned change and the contents of the new EULA no later than six weeks before the effective date. Such amendment shall be deemed approved, unless the Customer objects vis-à-vis TeamViewer within 15 days from receipt of such information. TeamViewer shall notify the Customer in the amendment notice about such effect of his silence. If the Customer objects to the amendment, the Agreement shall continue on the existing conditions.

11.2.

Communication by e-mail. Unless stipulated otherwise in this Agreement, any and all notifications and statements in connection with this Agreement may also be made by e-mail. To this end, TeamViewer may use the e-mail address provided by the Customer upon registration or in the TeamViewer account. The Customer shall retrieve them regularly and to the extent necessary, shall provide the respective current e-mail address. TeamViewer contact data are available under https://www.teamviewer.com/support/contact

11.3.

Applicable law. This Contract and any disputes in connection with it shall be exclusively governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.

11.4.

Venue. If the Customer is a merchant, a legal entity under public law or a special fund under public law, exclusive venue shall be the seat of TeamViewer. In such case, TeamViewer shall remain entitled to take legal action at the Customer's seat.

11.5.

Severability. If individual provisions of this Agreement are or become unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with what the Parties would have stipulated in good faith according to the originally intended purposes from an economic perspective. The same shall apply in case of any gaps.

11.6.

Exclusive application. This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by TeamViewer and shall have no legal effect, unless TeamViewer explicitly agrees to them in advance in writing. In the event that this EULA is translated in any other language, the English version shall prevail.



B.

Section 1
General provisions


1. General content of the contract


1.1.

Parties and subject matter. The provisions of the present End User License Agreement (“EULA” or “Agreement”) shall regulate the legal relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen / Germany ("TeamViewer") and its customers or users (hereinafter collectively "Customer") in respect of the provision of a standard software (“TeamViewer IoT”) and the rendering of associated services. TeamViewer IoT is comprised of various independent modules (each module a "Software"). They may also be used separately.

In detail, the following modules are available:

(i)

TeamViewer IoT Monitoring (cf. https://community.teamviewer.com/t5/IoT-Knowledge-Base/What-is-TeamViewer-IoT/ta-p/17084)

(ii)

TeamViewer IoT Remote Control (cf. https://community.teamviewer.com/t5/IoT-Knowledge-Base/What-is-TeamViewer-IoT/ta-p/17084)

In addition, TeamViewer provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software ("Server Services"). This EULA shall furthermore apply accordingly to associated software, which may be used via the browser, and to apps for mobile terminals (e.g. iOS, Android) ("Apps") as well as to the features and functions comprised in the software. The same shall apply to support services (“Support Services”), which to a varying extent, depending on the stipulated service contents, may also become the subject matter of the Agreement. For the avoidance of doubt, notwithstanding the use of terms like purchase or similar, the Software is licensed, not sold.

1.2.

Conclusion and contents of the Agreement.A contract pursuant to this EULA shall be formed, if (i) the Customer consummates the web-based order or download process on the TeamViewer website if available or respectively start using the IoT IoT dashboard) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” / “I accept” / “Download TeamViewer IoT” or similarly named button, or, if (ii) the Customer and TeamViewer sign a written order form, or, if (iii) the Customer orders by phone and receives an order confirmation by e-mail, or if (iv) the Customer installs or uses the free version of the Software (“Freemium Software”) or a trial license (“Trial License”), or (v) if the Customer is provisioning devices and accepts the EULA via a command line interface. In case of (i), (iv) and (v) a, the Customer herewith waives the receipt of a notification of acceptance by TeamViewer. This EULA shall apply accordingly for the Freemium Software and Trial Licenses of the Software.

Details regarding the contract (e.g. selected Software, scope of functions, term, services, etc.), are set forth in the options selected by the Customer and in the specifications provided by TeamViewer during the ordering process or in case of a Freemium Software or Trial License Contract prior to the registration for the IoT dashboard], or respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Contract”).

1.3.

No deviating provisions. This Contract, including all Orders hereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, even if the purchase order or similar instrument is accepted by TeamViewer.



2. Product specification and activation of the Software


2.1.

Product specification. The functions of the Software and a description of any services are set forth and described in the product description available on the TeamViewer websitewww.teamviewer.com/iot and on the applicable Order (“Product Specification”). Only this Product Specification shall be relevant to the contractually agreed quality and features of the Software and the Server Services; any other oral or written statements of TeamViewer shall not be relevant. Some features and functions of the Software or Services provided by TeamViewer may include or depend on certain third party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited.

2.2.

No guarantees. In case of doubt, guarantees regarding the quality or features made by TeamViewer shall only be interpreted as such if they have been made in writing (including a signature) and are labelled “guarantee”.

2.3.

Provision and activation. TeamViewer shall provide the Software to the Customer for electronic download or as a cloud service, as the case may be. After completing the Order in the event of fee-based subscription license, the Customer shall receive (i) a license key, or (ii) an activation link for the activation of the license. Once the license has been activated, the rights of use and functionalities in accordance with the Contract shall be available to the Customer.



3. Software rights of use


3.1.

Non-exclusive right of use. TeamViewer herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customers computers within the limits of the scope of use specified in the Order and this EULA.

3.2.

Scope of use of the trial license. TeamViewer may offer a trial license (“Trial License”) for a limited period of time. If TeamViewer elects to offer a Trial License, the Trial License is limited:

(i)

in time to the term of the respective trial period (“Trial Period”) as stipulated in the Order, and;

(ii)

in the scope of use up to 10 devices per account created,
and,
up to 50,000 messages per device per month (“Fair Usage Restrictions”).

The Customer acknowledges and agrees that a Trial License might become a fee-based license after the Trial Period dependent on the chosen functionality. The Customer acknowledges and agrees that a Trial License might be converted in a fee-based license after the Trial Period dependent on the chosen functionality, in which case TeamViewer will notify the Customer hereof prior to the end of the Trial Period.

3.3.

Scope of use for fee-based licenses of the Software. Fee-based subscription licenses of the Software are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. functions) shall be set forth in the Order. If the Customer obtains a fee-based license, then the Customer shall be entitled to use the Software for the Customer's own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

3.4.

Scope of use for Freemium-Software. Without concluding an individual contract with TeamViewer the use of the Freemium-Software is permitted for the user’s own, private, but also commercial purposes for free. In any case, the permitted scope of use for the Freemium Software shall be subject to the Fair Usage Restrictions as set out in Section 3.2 above.

3.5.

Prohibition of excessive use. Any use of the Software in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. An excessive use in case of a Trial License or Freemium Software shall include without limitation if the Customer uses the Trial License or the Freemium Software in excess of the Fair Usage Restrictions set out in Section 3.2. TeamViewer reserves the right to deactivate a Trial License or the Freemium Software or block connections made by a Trial License or the Freemium Software if the Customer is in breach of the Fair Usage Restrictions. In addition, TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use.

3.6.

Source code and restrictions. Customer will not and will not allow a third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to derive, analyze or use any source code or underlying ideas or algorithms related to the Software by any means whatsoever, except and only to the minimal extent the provisions of this Section are expressly prohibited by applicable statutory law, (ii) except as expressly set forth herein - cf. 3.1 sentence 2 - provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software to or for the benefit of third parties, (iii) modify the Software or create any derivative works of the Software or (iv) remove any product identification, copyright or other notices in the Software or on any Software. Customer agrees to hold in confidence, not disclose, and not use the Software except as expressly permitted herein. Customer recognizes and agrees that there is no adequate remedy at law for a breach of this Section 3.6 and that such breach would irreparably harm TeamViewer for which monetary damages would not be an adequate remedy and that TeamViewer is entitled, in addition to its other rights and remedies, to equitable relief.

3.7.

Provision to third parties. The Customer shall not be entitled to give or provide the Software to third parties beyond the intended use; in particular, the Customer shall not be entitled to sell the Software. The foregoing does not affect the right of an Affiliate to use the Software in accordance with Section 3.3 of this Contract.

3.8.

Reservation of rights. As between the parties, TeamViewer retains all right, title and interest in and to the Software (and any updates thereto provided by TeamViewer) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

3.9.

Right to audit and self-declaration. TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use. Customer acknowledges and agrees that TeamViewer reserves the right without any liability whatsoever to electronically disable the Software or cease any Services in the event that TeamViewer receives knowledge or has reason to believe that (i) the use of the Software or parts thereof by the Customer is in breach of any applicable law, or, (ii) if the Customer is engaged in any fraudulent or criminal activity.



4. Server Services and other services provided by TeamViewer


4.1.

Server Services. For the establishment of encrypted connections between different devices, the Software must respectively first of all communicate with servers of TeamViewer (so-called “handshake”). In addition, it may be necessary for the transmission of data that encrypted data packets be forwarded by servers of TeamViewer (so-called “routing”). Such handshake and routing are made available in connection with TeamViewer’s Server Services.

TeamViewer is willing to provide Customer with the respective Server Services. The Server Services may be unavailable from time to time due to technical difficulties or due to causes beyond the reasonable control of TeamViewer. The Internet connection between the Customer and the data center as well as the required hardware and software (e.g. PC, operating system) shall not be included in the services provided by TeamViewer and shall be Customer’s responsibility. The respective costs shall be borne by Customer. In case of Freemium-Software or a Trial License, the user has no claim to demand the provision of the Server Services and TeamViewer may in its sole discretion discontinue or modify the Server Services at any time.

For fee based subscription licenses, the Server Services will be provided during the limited term of the Customer’s subscription to the Software.

4.2.

Installation, configuration. The Customer shall be solely responsible for the installation and configuration of the Software. TeamViewer is not responsible for any installation or configuration.

4.3.

Support. TeamViewer’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services. In case of Freemium Software, the Customer shall not be entitled to any Support Services. This shall not affect any statutory warranty claims of the Customer.

4.4.

Documentation. TeamViewer shall provide a description of the functionalities in electronic format in English. Any further languages may be offered by TeamViewer on a voluntary basis, at TeamViewer’s sole discretion. The documentation is available under https://community.teamviewer.com/t5/IoT-Knowledge-Base/tkb-p/IoT_Knowledge_Base. As between the parties, TeamViewer retains all right, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

4.5.

Updates. TeamViewer may at its own discretion provide free Software updates for download. Updates may comprise bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations) or new functions. There shall be no obligation to provide updates. The Customer's warranty claims shall remain unaffected. The Customer shall be required to (i) regularly, but no less than once every month, verify if new updates of the Software are available, and, (ii) at its own expense to input the respective current Software update. Moreover, the Customer acknowledges and agrees that it might be required to install security-critical updates promptly on notification by TeamViewer. The rights of use according to the Software as such shall apply accordingly to updates (section 2).

4.6.

Programming interfaces. At TeamViewer’s sole discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of TeamViewer. TeamViewer may change APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of this Contract shall not apply to any such Third-party Software and TeamViewer shall have no liability for any Third-party Software.

4.7.

Changes to the services. TeamViewer may change the Software in the context of updates as well as the Server Services (including the system requirements) for good cause. Such a good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changed technical framework conditions (new encryption standards), or (iii) the protection of the system security.



5. Obligations and duties of the Customer


5.1.

Lawful usage. The Customer shall use the Software and the Server Services only in accordance with the provisions of this Contract and in accordance with applicable laws and regulations in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions. If the Customer is a covered entity, a business associate or a representative of a covered entity or of a business associate (pursuant to the definition of these terms in 45 C.F.R § 160.103), the Customer agrees not to use any component, function, or other facility of the Software in order to create, receive, manage, or transmit any "protected health information" of any kind (pursuant to the definition of this term in 45 C.F.R § 160.103) or to use the Software in any way resulting in TeamViewer becoming his business associate or a third party's business associate.

5.2.

Export controls and economic sanctions. Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.

Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

This Section shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

“Restricted Party” means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Crimea, Cuba, Iran, North Korea, Sudan and Syria.

“Sanctions” means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3.

System requirements. The requirements for the Customer's software and hardware are specified in the manuals and the Product Specification (cf. sec. 2.1 and 4.4). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these requirements.



6. Confidentiality and data protection


6.1.

Confidentiality. The products offered by TeamViewer, including the Software and all manuals and documentation provided by TeamViewer, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed TeamViewer’s Confidential Information. Customer will not disclose TeamViewer’s Confidential Information to any third party and will use TeamViewer’s Confidential Information only in accordance with this Contract.

6.2.

Data protection. TeamViewer strictly complies with applicable data protection law. TeamViewer collects, processes and uses data of Customer for the implementation and processing of the contractual relation with Customer, in particular for successfully establishing connections via the Internet. Data of Customer is not shared with third party advertisers without prior written consent. Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that any non-personal or anonymous data collected may be sent to any of the worldwide offices or affiliates of TeamViewer. Details about collection, processing, and use of personal data by TeamViewer are described in the Data Protection Policy available for download under https://www.teamviewer.com/privacy-policy/.

6.3.

Data visualization and monitoring. The Customer acknowledges and agrees, that if data visualization or monitoring services are included in the Contract, it is a prerequisite that TeamViewer will process and aggregate such data. The Customer further acknowledges and agrees that the results of such monitoring and visualization services is dependent on the quality of the forwarded data and that such services might not always work error-free. The Customer represents and warrants to TeamViewer that it has the legal right to forward involved data to TeamViewer. Moreover, TeamViewer might provide certain notification and alerting services. Customer acknowledges and agrees that such notification and alerting services might not always work error-free and that consequently false positive alerts might occur.



7. LIMITATION OF LIABILITY.


TO THE EXTENT PERMITTED BY LAW, TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES SHALL UNDER NO CIRCUMSTANCES BE LIABLE VIS-À-VIS THE CUSTOMER FOR (i) THE COSTS OF ACQUIRING REPLACEMENT GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS OR LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOST REVENUES, LOST ORDERS, LOST GOODWILL, OR THE FAILURE TO REALIZE EXPECTED SAVINGS OR THE LOSS OF WORKING TIME OF MANAGEMENT OR STAFF, OR (ii) SPECIAL, INCIDENTAL, OR INDIRECT DAMAGE OCCURRING DIRECTLY OR INDIRECTLY DUE TO THIS AGREEMENT, EVEN IF TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES WERE NOTIFIED ABOUT THE POSSIBILITY THAT SUCH DAMAGE MIGHT OCCUR. THE LIABILITY OF TEAMVIEWER SHALL UNDER NO CIRCUMSTANCES EXCEED THE CHARGES, WHICH HAVE IN FACT BEEN PAID BY THE CUSTOMER WITHIN A PERIOD OF SIX (6) MONTHS FOR THE SOFTWARE OR SERVICE PRIOR TO OCCURRENCE OF THE EVENT GIVING RISE TO THE DAMAGE. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF TEAMVIEWER VIS-À-VIS THE CUSTOMER FOR CULPABLY CAUSING DEATH OR BODILY INJURY OR ANY OTHER LIABILITY, WHERE EXCLUSION OR LIMITATION IS PROHIBITED BY LAW. THE EXCLUSIONS OR LIMITATIONS OF LIABILITY STIPULATED IN THIS EULA SHALL APPLY REGARDLESS OF WHETHER OR NOT THE CUSTOMER ACCEPTS THE SOFTWARE, SERVICES, OR UPDATES.

8. Indemnification


8.1.

Indemnification by the Customer. The Customer undertakes to indemnify and hold TeamViewer, any affiliates, managing directors, directors, partners, contractors or licensors of TeamViewer harmless for and against any and all direct and indirect damage, costs, and expenses (including any and all attorneys' fees and legal costs) which are incurred by TeamViewer because of complaints, claims, demands, penalty payments, or any other third-party procedures or regulatory charges, conditions, or penalty payments, and which are based on a breach of this EULA by the Customer or on any use of the Software in breach of applicable law.

8.2.

Indemnification procedure. TeamViewer shall promptly notify the other party in writing of any action for which TeamViewer believes it is entitled to be indemnified pursuant to Section 8.1, as applicable. If TeamViewer is named a party in any judicial, administrative or other proceeding arising out of or in connection of any breach of any provision of this EULA, a negligent or wrongful act, and/or a violation of any applicable law, TeamViewer will have the option at any time to either.

(i)

undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case the Customer will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants, and other professionals, or,

(ii)

to hand over its defense to the indemnifying party, in which case the indemnifying party will provide qualified attorneys, consultants, and other appropriate professionals to represent the party seeking interests at the Customer’s expense. TeamViewer will have the sole right and discretion to settle, compromise or otherwise resolve any and all claims, causes of actions, liabilities or damages against it, notwithstanding that TeamViewer may have tendered its defense to the Customer. Any such resolution will not relieve the party of its obligation to indemnify the other party under this Section 8.



9. User fee, price changes, and default in payment


9.1.

User fee. For the rights of use to the software and the provisions of the server services during the term of the Agreement, the Customer shall owe TeamViewer the user fee set forth in the Order, unless the Order specifies use free of charge.

9.2.

Due date. Unless specified otherwise in the Order, the user fee shall be due and payable monthly in advance. In case of annual licenses monthly payment is excluded except otherwise agreed on an individual basis.

9.3.

Changes to the scope of use. The ordered scope of use or the service package may be expanded at any time; reductions of the service package or of the scope of use shall be possible only with effect from the end of the initial or a renewal term (see clause 11.1). If the ordered scope of use is expanded within the initial or a renewal term, additional fees shall be charged on a prorated basis. The prices pursuant to the respective applicable TeamViewer price list shall apply to the additional scope of use.

9.4.

Invoicing. Unless specified otherwise in the Order, TeamViewer shall charge the user fee upon commencement of the Agreement and thereafter upon commencement of each renewal period. Invoices shall be issued (i) online by e-mail to the e-mail address provided by the Customer or (ii) - if created - by uploading it to the Customer's TeamViewer account and corresponding e-mail notification of the Customer. The Customer shall be entitled to have the invoice sent by post only if the Customer requests the invoice from TeamViewer and pays the respective remuneration pursuant to the current TeamViewer price list.

9.5.

Payment methods. Invoice amounts may be paid by credit card. Additional payment types (e.g. direct debit or check) can be selected during the ordering process if available. If the Customer chooses PayPal direct debit as payment method, if provided, the Customer may cancel such direct debit through his PayPal profile. Such cancellation must be made no later than one day prior to the next debit date.

9.6.

Prices, fees, and taxes. The Customer shall be required to pay any prices and fees specified in the Order to TeamViewer pursuant to the stipulated payment terms. Generally prices shall not include any sales, excise, value added or any other tax (including applicable withholding tax); the Customer shall be responsible for paying tax all such taxes except those taxes which are imposed on the net income attributable to TeamViewer. Should TeamViewer be liable to any sales, excise, value added or any other tax under local jurisdiction, such tax shall be added on top of the sales price and be charged to the Customer. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed in the Order.

9.7.

Price changes. TeamViewer shall be entitled to increase the user fee in a reasonable manner with effect from the end of an initial term or a renewal term. TeamViewer shall announce the increase in advance with a notice period at least equal to that required for convenience termination by TeamViewer. The Customer may object to the increase; in such case, the Agreement shall terminate upon the increase taking effect. If the Customer does not object, this shall be considered approval of the increase. TeamViewer shall notify the Customer in the announcement about such effect of his silence.

9.8.

Payment Default. The occurrence of default in payment and default interest shall be governed by statutory provisions, including without limitation sections 286 and 288 BGB.

(i)

Dunning fee. In case of a second reminder, TeamViewer shall be entitled to charge a reasonable dunning fee.

(ii)

Locking in case of default in payment. If the Customer is in default in payment of the user fee, TeamViewer shall be entitled to temporarily suspend server services ("Locking"). However, TeamViewer shall threaten any Locking reasonably in advance, e.g. by e-mail or notice in the software. There shall be no Locking or it shall be lifted once the Customer has made full payment. While locked, various modules cannot be utilized in accordance with the service package. During Locking, the Customer shall remain obligated to pay the user fee.

(iii)

Termination in case of default in payment. TeamViewer shall be entitled to extraordinary termination of the Agreement if the Customer (i) fails to pay the user fee on two consecutive payment dates or is in default with payment of a significant portion of the user fee or (ii) is in default with payment of the user fee in an amount equivalent to the user fee for two months for a period covering more than two payment dates.



10. Warranty for defects


10.1.

Warranty, no guarantee. TeamViewer undertakes to ensure that during the term of a subscription, the Software as well as the server services shall in every material respect comply with the respective product description. However, TeamViewer shall under no circumstances vouch to be able to remove any reported defects or that use of the Software and the server services will be uninterrupted or without any faults. TeamViewer shall furthermore not represent any properties or third-party services. In the event of a breach of any obligations under sentence 1, TeamViewer shall without additional costs for the Customer perform any subsequent improvements which are necessary for the Software and server services to comply with the assumed obligations. The Customer shall give TeamViewer adequate opportunity to remove any breach of duty and shall provide support for the removal of defects. However, in this regard, the claim to subsequent improvement shall be the Customer's sole claim in the event of a breach of duty on the part of TeamViewer within the meaning of sentence 1. However, if TeamViewer after several attempts is unable to remove the defect of a Software or server service and if it therefore is unable to remove the breach of duty according to sentence 1, the Customer shall only be entitled to terminate the Agreement. In this case, TeamViewer shall compensate the Customer in advance for any amounts paid by the Customer to TeamViewer for the Software and server services for the remaining part of the term of the subscription. Any obligation on the part of TeamViewer about any kind of remedy in the event of defects resulting from accident, abuse, unauthorized repairs, modifications, or expansions or in case of improper use shall be excluded.

THE ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE CLAIM ON THE PART OF THE CUSTOMER IN CASE OF ANY BREACH OF DUTY UNDER THIS PROVISION.

10.2.

Maintenance obligation. The obligation to maintain the Software shall not comprise adapting the Software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or a full version of TeamViewer, which TeamViewer no longer supports.

10.3.

DISCLAIMER OF WARRANTY, GUARANTEE, LIABILITY. TO THE EXTENT PERMITTED BY LAW, THE WARRANTY AND LIABILITY CLAIMS SET FORTH IN PARAGRAPH 10 ABOVE SHALL CONSTITUTE THE CUSTOMER'S EXCLUSIVE CLAIMS AND SHALL APPLY INSTEAD OF ANY OTHER EXPLICIT OR IMPLICIT CLAIMS, INCLUDING WITHOUT LIMITATION ANY IMPLIED CLAIMS WITH A VIEW TO MARKETABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TEAMVIEWER SHALL NOT VOUCH FOR THE SOFTWARE OR THE SERVICES MEETING THE CUSTOMER'S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR THE SERVICES, INCLUDING THE SERVER SERVICES, WILL BE UNINTERRUPTED OR WITHOUT DEFECTS. THE CUSTOMER MAY HAVE OTHER RIGHTS, WHICH MAY VARY DEPENDING ON THE STATE OR COUNTRY.



11. Term and termination


11.1.

Term and convenience termination. Unless specified otherwise in the Order, the following shall apply if the software is provided against consideration: If the Agreement has a term of twelve (12) months ("Initial Term"), the Agreement shall commence upon conclusion (cf. clause 1.3) and subsequently shall be renewed automatically for a further twelve (12) months at a time ("Renewal Term"), unless the Agreement is terminated by either party with 30 days’ notice ("Notice Period") effective from the end of the Initial or a Renewal Term. If the Agreement has a term of one (1) month ("Initial Term"), the Agreement shall commence upon conclusion (cf. clause 1.3) and subsequently shall be renewed automatically for a further month at a time ("Renewal Term"), unless the Agreement is terminated by either party with 14 days’ notice ("Notice Period") effective from the end of the Initial or a Renewal Term.

11.2.

Extraordinary termination. The right to terminate for good cause shall remain unaffected. The termination right of TeamViewer in case of default in payment shall be subject to clause 9.8.(iii).

11.3.

Termination notice. Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany, or to sales@teamviewer.com to terminate the Agreement. TeamViewer may also terminate an Agreement by way of a corresponding notice in the software.

11.4.

Consequences of termination. Upon expiry of the term of the Agreement, the Customer shall refrain from any further use of the software. Following termination of the Agreement, the Customer shall no longer be able to access the data stored by him in the Software. The Customer shall be responsible for exporting the data prior to the end of the term of the Agreement using the Software's functions and to store them for further use. TeamViewer shall not be obligated to any further release of data, unless the Customer has a right to receive such data under applicable law. Upon termination of the Agreement, TeamViewer shall delete the Customer data unless TeamViewer is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Agreement or in the context of performance of the Agreement is possible only with unreasonable effort, TeamViewer shall be entitled to lock such data. The foregoing shall not affect TeamViewer’s right to use data in accordance with section 6.2.



12. General provisions


12.1.

Amendments to the general terms and conditions. TeamViewer shall in principle be entitled to amend these EULA at any time. TeamViewer shall notify the Customer about the planned change and the contents of the new EULA no later than six weeks before the effective date. Such amendment shall be deemed approved, unless the Customer objects vis-à-vis TeamViewer within 15 days from receipt of such information. TeamViewer shall notify the Customer in the amendment notice about such effect of his silence. If the Customer objects to the amendment, the Agreement shall continue on the existing conditions.

12.2.

Communication by e-mail. Unless stipulated otherwise in this Agreement, any and all notifications and statements in connection with this Agreement may also be made by e-mail. To this end, TeamViewer may use the e-mail address provided by the Customer upon registration or in the TeamViewer account. The Customer shall retrieve them regularly and to the extent necessary, shall provide the respective current e-mail address. TeamViewer contact data are available under https://www.teamviewer.com/support/contact/.

12.3.

Applicable law. This Contract will be governed by the laws of the State of New York, United States of America. Such governing laws are exclusive of any provisions of the United Nations Convention on Contracts for Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law. If any provision of this Contract is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this Contract shall remain in full force and effect. A waiver of any breach or default under this Contract shall not constitute a waiver of any other subsequent breach or default.

12.4.

Place of jurisdiction. TeamViewer and Customer unconditionally and irrevocably consent to the exclusive jurisdiction of the federal and/or state courts located in New York County, New York with respect to any action, suit or proceeding arising out of or relating to this Contract or the transactions contemplated hereby and the parties waive any objection with respect to such courts for the purpose of any such action, suit or proceeding.

12.5.

Force Majeure. TeamViewer shall not be liable for events of force majeure, which make it considerably more difficult to perform its contractual performance or which temporarily impede the due performance of the Agreement or make it impossible. Force majeure shall include any circumstances unrelated to the intention and influence of the contracting parties, such as acts of God, government actions, blockades, war and other military conflicts, mobilization, civil commotion, terrorist attacks, strikes, lockouts, and other labor conflicts, confiscation, embargoes or other facts, which are unforeseeable, serious and due to no fault on the part of the contracting parties, and which occur after conclusion of this Agreement.

12.6.

Severability. If individual provisions of this Agreement are or become unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with what the Parties would have stipulated in good faith according to the originally intended purposes from an economic perspective. The same shall apply in case of any gaps.

12.7.

Exclusive application. This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by TeamViewer and shall have no legal effect, unless TeamViewer explicitly agrees to them in advance in writing. In the event that this EULA is translated in any other language, the English version shall prevail.