QUADIENT CXM AG of Oberer Gansbach 1, 9050 Appenzell, Switzerland, the owner, Licensor and developer of the QUADIENT software products (“QUADIENT” or “Licensor”) provides web-based learning materials and courses for its software products.

Your use of the course content provided therein by QUADIENT ("QUADIENT Courses") is conditioned upon your acceptance, without modification, of all terms and conditions of this Agreement, the general QUADIENT  Community Portal Web site Terms and Conditions and the general terms and conditions associated with the payment services provider, both of which are incorporated herein by reference (collectively, "General Terms"). QUADIENT reserves any rights not expressly granted under these terms and conditions.

In consideration of the recitals and the mutual covenants and conditions set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. License.

1.1.    QUADIENT develops, produces and makes available to registered Users, for a specified commercial fee, various courses related to the QUADIENT Software Products. QUADIENT makes such QUADIENT Courses available to Users via the QUADIENT Education Portal web site https://education.QUADIENT.com .

QUADIENT grants User a limited, non-exclusive, non-transferable, non-assignable, time-defined license ("License") to access and use the QUADIENT e-learning course software program for the sole benefit of the User. User may not reproduce, republish, distribute, display or otherwise make available to any third party, for commercial or non-commercial purposes, the licensed QUADIENT Course(s) covered by the terms of this Agreement.

1.2.    User shall have the right to use the QUADIENT Course(s) only as specifically provided herein and, User will not otherwise distribute or release any QUADIENT Course, or any part thereof, for reproduction by any person or entity, including any User affiliates, not approved in writing by QUADIENT. User shall not relicense or sublicense any QUADIENT Course(s) or offer or make QUADIENT Course(s) available to subscribers of any User or third party product. User further agrees not to use any device, software or routine to bypass any software or hardware that restricts misuse of QUADIENT Course(s), to interfere with or attempt to interfere with the proper working of the these courses or to take any action that imposes an unreasonable or disproportionately large load on the site.

2. Ownership.

QUADIENT is the author and copyright owner of the QUADIENT Course(s). QUADIENT is the author of and owns all the rights to the current and updated content of each QUADIENT Course(s), including Copyright, published in any medium, print or electronic. The content of QUADIENT Course(s) includes the substantive text as well as any QUADIENT developed or created format, design, recorded commentaries, videos and simulations and other materials relating to the QUADIENT Course(s) text and materials. User shall not remove any original copyright or other notices placed on the QUADIENT Courses(s) by QUADIENT.

3. Term and termination.

By ordering and purchasing this product, you agree to the termination agreement as outlined herein. The purchase of the e-learning course can be cancelled by written notice to QUADIENT within ten (10) days from submitting the respective order to QUADIENT, provided that you have not yet enrolled for a course. As soon as you have enrolled for a QUADIENT e-learning course, you are not entitled to a refund of the price paid for the e-learning course product anymore.

Provided that User submitted payment for the respective QUADIENT e-learning course to QUADIENT, User shall be entitled to access and use the QUADIENT e-learning course for a term of one year, counted from the date of purchase.

4. Limited Warranty.

4.1.         QUADIENT Publication. THE QUADIENT COURSE(S) ARE PROVIDED "AS IS", "AS AVAILABLE", "WITH ALL FAULTS" AND WITHOUT WARRANTY OF ANY KIND. WITHOUT IN ANY WAY LIMITING THE FOREGOING, QUADIENT DOES NOT WARRANT: 1) UNINTERRUPTED USE, CONTINUED AVAILABILITY OR UNINTERRUPTED, TIMELY OR ACCURATE OPERATION OF; OR 2) THE USE OR OPERATION OF THE QUADIENT COURSE(S). ALL REPRESENTATIONS, WARRANTIES, ENDORSEMENTS AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT AND ANY IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF FITNESS FOR PURPOSE AND MERCHANTABILITY AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY SPECIFICALLY DISCLAIMED.

4.2.         Regulatory. QUADIENT and its affiliates make no warranties or other representations that the User's use of any QUADIENT Course will satisfy the User's expectations.

5. Limitation of Liability.

Limited Liability. While further subject to the conditions found elsewhere in this Agreement, User's sole remedies for loss or damage caused by partial or total nonperformance or failure of the QUADIENT Course(s) as provided under this Agreement, or any other damages, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, shall be the User's termination of the Agreement. Neither QUADIENT nor its subsidiaries and each of their officers, directors, employees and agents shall be liable in contract, tort or otherwise (including, but not limited to, negligence or breach of statutory duty) for any losses whatsoever arising from any delay in supplying any QUADIENT Course(s) or in correcting inaccurate or erroneous information, or for any technical or other omissions, inaccuracies or errors in the QUADIENT Course(s), however same arise. USER HEREBY WAIVES ANY RIGHT TO CLAIM INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR REVENUES, LOSS OF THE USE OF USER'S NETWORK, DEVICES AND/OR SOFTWARE, LOSS OR CORRUPTION OF DATA, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT SERVICES, DOWNTIME COSTS OR THE CLAIMS OF END USER'S CUSTOMERS FOR SUCH DAMAGES.

7. Miscellaneous.

6.1.         Amendment. QUADIENT, in its sole discretion, may amend these terms and conditions from time to time. Any such amendments will be published on this Web site. Your continued use of the System signifies your acceptance of the amended terms and conditions of use.

6.2.         Governing Law. This Agreement shall be deemed to have been made in Switzerland. Each party shall comply with, and this Agreement shall be construed and enforced in accordance with and the validity and performance hereof shall be governed by the Swiss laws, without reference to principles of conflicts of law thereof as well as explicitly excluding the U.N. Convention of Contracts for the Sale of International Goods, which shall not apply. Place of jurisdiction shall be Appenzell, Canton Appenzell-Innerhoden, Switzerland.

6.3.         Survival. The terms and conditions of this Agreement, that are by their context intended to survive the performance of the Parties shall so survive the completion of performance, cancellation or termination of this Agreement.

Agreement, that are by their context intended to survive the performance of the Parties shall so survive the completion of performance, cancellation or termination of this Agreement.

By participating in and using QUADIENT Course(s), I certify that I have read and understand all of the terms set forth above and intend to form a binding agreement with QUADIENT on those terms. If I am accepting this agreement on behalf of an organization, I certify that I have the authority of that organization to enter into this agreement.

QUADIENT CXM AG

Appenzell, July 1, 2020