TeamViewer
End-User License Agreement

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:

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.

2.1.

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.

3.1.

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:

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.

4.1.

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.

5.1.

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.

6.1.

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.

7.1.

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

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.

8.1.

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.

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.

10.1.

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.

11.1.

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.

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:

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.

2.1.

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.

3.1.

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:

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.

4.1.

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.

5.1.

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.

6.1.

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.

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.

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.

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.

11.1.

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.

12.1.

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.

2.1

Compliance with Applicable Laws. The obligations of TeamViewer shall arise from this Agreement and the applicable laws. The applicable laws shall particularly include the German Federal Data Protection Act (Bundesdatenschutzgesetz - "BDSG") and the General Data Protection Regulation ("GDPR").

2.2

Processing on Instructions Only. TeamViewer shall only process personal data within the scope of this Section C and on documented instructions from the Customer mutually agreed by the parties in the EULA and the Performance Specification. Customer may issue additional instructions to the extent required in order to comply with the applicable data protection laws, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which TeamViewer is subject; in such a case, TeamViewer shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. TeamViewer shall ensure that this also applies for any persons granted access to personal data.

2.3

Obligation of Confidentiality. TeamViewer shall ensure and provide verification upon request that those persons authorized to process personal data have committed themselves to confidentiality, unless they are subject to a statutory obligation of confidentiality.

2.4

Security Measures Pursuant to Art. 32 GDPR

2.5

Engagement of Additional Processors. The obligations of TeamViewer when engaging additional processors ("Subcontractors") are regulated in clause 3.

2.6

Assistance with Safeguarding the Rights of Data Subjects. TeamViewer shall assist the Customer by appropriate technical and organizational measures, insofar as this is possible, in fulfilling its obligations to respond to rights to rectification, deletion or blocking according to the BDSG or requests for exercising the data subject’s rights laid down in Chapter III of the GDPR. If a data subject should directly contact TeamViewer for the purposes of exercising the data subject’s rights, TeamViewer shall forward this request to the Customer without delay. All costs incurred insofar shall be born by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law.

2.7

Assistance with Ensuring Compliance with Art. 32 – 36 GDPR. Taking into account the nature of processing and the information available to TeamViewer, TeamViewer shall assist the Customer in ensuring compliance with the obligations pursuant to Art. 32 – 36 GDPR, in particular with respect to the security of the processing, data protection impact assessments and consultation of supervisory authorities. All costs incurred insofar shall be born by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law. TeamViewer shall provide the Customer with the information required for the preparation of the list of processing operations.

2.8

Deletion and Return at the End of Processing. At the choice of the Customer, TeamViewer shall delete or return the personal data that is the object of the commissioned data processing, unless the law of the European Union or a Member State to which TeamViewer is subject requires storage of the personal data.

2.9

Information to Demonstrate Compliance with Data Protection Obligations and Inspections. TeamViewer shall make available to the Customer all information necessary to demonstrate compliance with the obligations resulting from clauses 2 and 3. In the event of any failure to provide such information or audit reports, TeamViewer will regularly, at least every 18 months, make available certificates of regular audits by a recognized auditor. TeamViewer allows for and contributes to additional audits, including inspections, conducted by the Customer or another auditor mandated by the Customer; the costs for such additional audits shall be born by the Customer except in case TeamViewer’s certificate gives substantial rise to concerns of non-compliance.

2.10

Obligation to Notify Doubts About Instructions. TeamViewer shall immediately inform the Customer if, in its opinion, the execution of an instruction could infringe any applicable data protection laws.

2.11

Obligation to Notify Breaches. If TeamViewer detects any breaches of applicable data protection laws, this Agreement, instructions of the Customer relating to the data processing, or instructions of the data protection officer, TeamViewer shall notify the Customer without undue delay.

2.12

Designation of a Data Protection Officer. TeamViewer has designated a data protection officer.

2.13

Disclosure or Publication of Appropriate or Suitable Safeguards for Transfers to a Third Country. TeamViewer agrees to disclose or publish information on the appropriate or suitable safeguards that have been used to make a transfer to a third country to the extent that this is required under Art. 13(1) f) or 14(1) f) of the GDPR in order to inform the data subject.

3.1

Subcontractors Engaged Upon Conclusion of the Agreement. TeamViewer has engaged a number of Subcontractors, and a list is available upon request.The Customer shall treat the list of Subcontractors as a confidential business secret and shall not disclose it to third parties.

3.2

Additional Subcontractors. If TeamViewer would like to engage additional or different Subcontractors to render the contractually agreed services, such Subcontractors shall be selected using the due care required by law. TeamViewer shall give the data exporter prior notice of the appointment of any new Subcontractors 15 days in advance. The Customer may object against the instruction of the new Subcontractors on reasonable grounds. In case an understanding cannot be reached, TeamViewer is entitled to terminate the EULA with 2 weeks notice.

3.3

Obligations of Subcontractors

1.

Object. The object of the data processing arises from the EULA.

2.

Duration. The duration of the data processing shall depend on the term of the EULA.

3.

Nature and Purpose of the Processing. TeamViewer shall process all personal data solely for the purposes of enabling the use of the products and services provided under the EULA and according to documented instructions on behalf of the Customer.

4.

Type of Personal Data. The following types of personal data shall be processed:

4.1

Customer Information

4.2

User Information. Personally identifiable information collected and processed to enable product operation functionality ie remote connections, depends on the TeamViewer application used as summarised in Table 1.

4.3

Mobile Applications also use location information as defined by the network provider.

4.4

Location is an approximate city derived from IP address, based on connection to Internet Service Provider.

4.5

If dial-in selected as audio option, telephone number displays to identify participant. If caller ID is blocked by caller, this displays “Anonymous”.

4.6

Session or Blizz Meeting recordings are stored on customer device or own network and not held by TeamViewer.

4.7

For users participating in remote connections using a webapp rather than native application a subset of the above applies.

4.8

ITbrain provides remote backup functionality. TeamViewer has no access to this content and its maintenance remains under the control of the customer.

5.

Categories of Data Subjects. The following categories of data subjects are affected by the processing:

5.1

Customers - a person identified as owning a product licence(s) or a person identified as primary contact within a commercial organisation owning a product licence(s)

5.2

Users - a person who uses a TeamViewer product