The following SOFTWARE EXCHANGE Portal terms and conditions govern the use of the Avaloq SOFTWARE EXCHANGE Portal, which Avaloq Licence AG, Schwerzistrasse 6, 8807 Freienbach, Switzerland, (hereinafter referred to as "Avaloq") may make available to users (hereinafter referred to as "Users" or individually also as " User") for their use.
The SOFTWARE EXCHANGE Portal terms and conditions are in addition to Avaloq's general terms and conditions for the use of Avaloq's Websites (available at [https://avaloq.com/legal-notice]) and prevail in case of inconsistencies.
(a) General Terms
- By registering on the Avaloq SOFTWARE EXCHANGE Portal, Users expressly confirm that they have viewed and read the following SOFTWARE EXCHANGE Portal terms and conditions (hereinafter referred to as "Terms and Conditions"), are bound by them and will comply with them at all times. If someone registers on the Avaloq SOFTWARE EXCHANGE Portal not as an individual but on behalf of its company, then “User” encompasses both the individual and the company and the individual binds as well the company to these Terms and Conditions. Users also confirm that Avaloq has the right to amend these Terms and Conditions from time to time at its own discretion. The revised Terms and Conditions are valid for all Users as soon as they are announced on the Avaloq SOFTWARE EXCHANGE Portal. Users are required to check periodically for amendments to the Terms and Conditions.
(ii) Registration Process
- Users can only access the Avaloq SOFTWARE EXCHANGE Portal if they are registered in Avaloq portal database and once they have verified their identity. The credentials to be used are the User ID and the personal password chosen following the standard procedure to be an Avaloq Software Exchange Portal user. To initiate this procedure the User has to go to the portal login registration page to fill-in the credentials in an authentication page. The credentials will be thereafter provided by e-mail with the possibility to freely change the password subject to Avaloq Password Policy. Upon successful authentication, Users access the Avaloq SOFTWARE EXCHANGE Portal.
- Avaloq may supplement or amend the above verification procedure at any time. In particular, Avaloq may introduce additional or other security levels such as access cards, secure ID cards, certificates, etc.
(iii) Use Restrictions
- Commercial, off-topic and any not expressly authorized use of the Avaloq SOFTWARE EXCHANGE Portal are not permitted. Users may not abuse the Avaloq SOFTWARE EXCHANGE Portal to obtain orders or transact business; this also applies to the direct or indirect marketing of products, transactions, traders, websites, services, competitions or events of any kind. The Avaloq SOFTWARE EXCHANGE Portal may not be used to provide information, material, products or services in remuneration for something else.
(iv) Availability and Security
- Avaloq strives to achieve a high level of availability for the Avaloq SOFTWARE EXCHANGE Portal. Avaloq may interrupt or suspend the Avaloq SOFTWARE EXCHANGE Portal at any time and without incurring any liability. Advance notice of foreseeable interruptions will be given wherever possible.
- Avaloq implements appropriate security measures for the Avaloq SOFTWARE EXCHANGE Portal. Users acknowledge that despite all Avaloq's related efforts, it cannot be assumed that the Avaloq SOFTWARE EXCHANGE Portal is secure and error-free.
(v) Intellectual Property
- The Avaloq SOFTWARE EXCHANGE Portal and all elements and materials contained therein including but not limited their design, structure, selection, coordination, expression, "look and feel" and arrangement are owned, controlled or licensed by Avaloq or its licensors and may be protected by copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. As between Users and Avaloq, Avaloq (or its licensor as the case may be) own all rights, title, and interest, including all intellectual property rights, in and to the Avaloq SOFTWARE EXCHANGE Portal and all elements and materials contained therein. Except as expressly provided herein, Avaloq does not grant to Users any right, title, or interest therein, and no part of the Avaloq SOFTWARE EXCHANGE Portal and elements and materials may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way without Avaloq's express prior written consent.
(vi) No Warranty and Exclusion of Liability
- The Avaloq SOFTWARE EXCHANGE Portal and all materials included therein (including without limitation Reference Materials as defined below) are provided “as is” and “with all faults”. Avaloq and its third party licensors disclaim, to the maximum extent permitted by law, expressly all warranties, representations and guarantees, whether express, implied or statutory, including, without limitation (i) warranties of merchantability and fitness for a particular purpose, title, non-infringement; (ii) any warranties, representations or guarantees with respect to the quality, reliability and accuracy, currency or completeness of the Avaloq SOFTWARE EXCHANGE Portal or all elements and materials contained therein, or (iii) that the use of the Avaloq SOFTWARE EXCHANGE Portal will be secure, timely, error-free, uninterrupted, free from other failures or will meet a User's requirements or expectations.
- Avaloq 's liability for losses or damages is excluded to the maximum extent permitted by law. Notwithstanding the generality of this exclusion: Avaloq will not be liable for (i) any reliance on information or data contained in the Avaloq SOFTWARE EXCHANGE Portal under any circumstances, (ii) any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business or loss of goodwill or business, costs of delay, claims of third parties or (iii) any actual, direct, special, indirect, incidental, consequential or punitive damages, (iv) whether in contract, tort or any other legal theory and even if it has been advised of the possibility of such damages or loss. In any event Avaloq’s entire aggregate liability will be limited to one thousand Swiss Francs (CHF 1'000).
(vii) Data Protection
- Avaloq's Data Protection Policy is available at [link] and is applied by Avaloq in relation to the Avaloq SOFTWARE EXCHANGE Portal and its use.
(viii) Content Sharing Content Sharing Content Sharing Suspension and Termination
- Avaloq reserves the right to block a User's access to the Avaloq SOFTWARE EXCHANGE Portal permanently or temporarily at any time without prior notice and without a need for giving any reasons.
- In addition, Avaloq may suspend or terminate the use of the Avaloq SOFTWARE EXCHANGE Portal by a User immediately if Avaloq believes that (i) a User has violated these Terms and Conditions, (ii) the use by a User is not in Avaloq's or the User's best interests, or (iii) if Avaloq ceases to offer Avaloq SOFTWARE EXCHANGE Portal or as required by laws
- Upon ten (10) days’ suspension or termination notice by Avaloq, a User must permanently delete all Avaloq confidential information and any other data which the User stored pursuant to its use of the Avaloq SOFTWARE EXCHANGE Portal and, at Avaloq's request, the User must confirm such deletion.
(ix) Law and Jurisdiction
- These Terms and Conditions and the use of the Avaloq SOFTWARE EXCHANGE Portal are governed by Swiss law. The Vienna Sale of Goods Act (United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on 11 April 1980) does not apply. The exclusive place of jurisdiction for any and all disputes arising out of or in connection with these Terms and Conditions or the use of the Avaloq SOFTWARE EXCHANGE Portal is Zurich.
(b) Particular additional terms and conditions for the Content Sharing Content on Avaloq's SOFTWARE EXCHANGE Portal
- The Avaloq SOFTWARE EXCHANGE Portal includes a content sharing function (hereinafter referred to as " Content Sharing"). The purpose of the Content Sharing is to encourage challenging debate and the exchange of information about Reference Materials, the Avaloq community and the Avaloq Banking System in a pleasant atmosphere. User contributions are intended to be purely informative in nature. Content that Avaloq deems to be inappropriate and disruptive may be removed at any time with or without notice.
- Anyone who verifies with a log-in is deemed in all instances to be authorised to use the related credentials and identity. Irrespective of a User's internal legal relationships and without conducting further checks on authorisation, Avaloq may store and process information that a verified User posts on the Content Sharing.
- Users are strictly forbidden from posting defamatory, insulting, indecent, threatening, offensive, damaging or illegal information or material and must use the Avaloq Content Sharingexclusively for exchanging information and not for illegal means. In particular, they must refrain from posting items that could be construed as vulgar, obscene, offensive, discriminatory or pornographic, from engaging in direct or indirect personal attacks, insults, harassment, threats or hate campaigns, from entering into discussions about or providing instructions on illegal activities, from breaching the statutory rights of others (including trademarks, copyright and privacy), from making disparaging or slanderous comments or false or inaccurate statements and from posting violent or insulting content. Attacks on other Users, persons or companies associated with Avaloq are not permitted.
- Spamming or flaming other Users is strictly forbidden. Quarrels and disputes have no place on the Content Sharing .
- Users must also refrain from making disruptive or provocative posts (e.g. from acting as so-called 'trolls' or 'shills') designed to anger other Users or provoke disputes and heated discussions. Users must not respond to posts in such a way that they anger others or put them under pressure.
- Users may not publish copyrighted or otherwise protected information, images, software, property, works or other material that is protected, confidential or subject to banking confidentiality without the consent of the rights owner, nor may they use words, logos or other marks that breach the trademarks, service marks, certification marks or other intellectual property rights of the owner of such marks without the consent of the rights owner.
- Users may not use the Content Sharing to breach competition or cartel law. In particular, they may not distribute information on prices, area or customer breakdowns that is not in the public domain, whether it relates to their own products and services, the products and services of third parties, or the products and services of Avaloq and its associated companies.
- If Users publish material, they guarantee and confirm that they possess the necessary rights to this material or have obtained publication consent from the rights owner, or that the material is license-free/in the public domain. By publishing, Users guarantee and ensure that they have full and unencumbered rights to publish this material, and that publication does not damage the rights or interests of others. Furthermore, Users who publish information grant Avaloq and the other Users of the Content Sharing the non-exclusive, worldwide and irrevocable permission to show, copy, publish, distribute, transmit, print, edit or make any other use of this information or material in any form and without having to pay the publishing User or a third party.
- Avaloq reserves the right to not publish or to delete posts as it sees fit. Avaloq may monitor the Content Sharing for inappropriate posts. Avaloq reserves all means of action and rights when Avaloq should learn of inappropriate, off-topic or unauthorized posts or any other unauthorized use of the Content Sharing – including, but not limited to, prohibited posts and types of use.
- Avaloq accepts no liability and responsibility for the opinions and information disseminated by Users on the Content Sharing . Avaloq provides no guarantee and/or warranty whatsoever in respect of the information posted on the Content Sharing . This applies even if such information comes from Avaloq or its employees. Under no circumstances can Avaloq be held liable for losses or damages arising through participation in the Content Sharing , the use or impact of information posted on the Content Sharing or in connection with the same.
All enquiries regarding personal data and/or registration, cancellation and/or other information relating to Avaloq, whether in connection with the Avaloq SOFTWARE EXCHANGE Portal or not, should be sent to email@example.com.