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      Terms of Service

      Version: 1.0.

      Effective as of 01.10.2024.

      These Terms of Service (“Terms”) govern the use of Services provided by likeMagic AG, located at Memphispark, Wallisellenstrasse 57, CH-8600 Dübendorf, Switzerland (“likeMagic”). These Terms, together with any documents incorporated herein by reference and any applicable Order Form (collectively, the “Agreement”), constitute a binding agreement between likeMagic and the entity or individual placing an order for or accessing any Services (the “Customer”). The Agreement is effective on the earlier of (a) the date the Customer initially accesses any Services, or (b) the date the first Order Form is signed (the “Effective Date”).

      1. DEFINITIONS

      Other than the terms defined in the body of this Agreement, these terms have the following meaning:

      “Affiliate”

      means any entity under the control of a Party where “control” means ownership of or the right to direct greater than 50% of the voting securities of such entity.

      “Beta Offerings“

      mean pre-release services, features, or functions identified as alpha, beta, preview, early access, or words or phrases with similar meanings.

      “Customer Data”

      means any data of any type that is submitted to the Services by or on behalf of the Customer, including without limitation data submitted, uploaded, or imported to the Services by the Customer.

      “Documentation”

      means the technical user documentation provided with the Services, available at https://resources.likemagic.tech/en/knowledge-base, as well as any other related documentation provided to the Customer by likeMagic through other means.

      “Hotel”

      means any hotel, hostel, or similar establishment operated by the Customer, where the Customer uses the Services.

      “Intellectual Property Rights”

      include all valid patents, trademarks, copyrights, trade secrets, moral rights, feedback, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such rights arise under the laws of any state, country, or other jurisdiction.

      “Laws”

      mean all applicable local, state, federal, and international laws, regulations, and conventions.

      “Live Room”

      means a room within a Hotel that is active and available for reservation or occupancy and is managed through the likeMagic Platform.

      “likeMagic Platform”

      means a software-based hotel management solution designed to manage, process, and analyze lodging operations in hotel facilities. It includes core features developed by likeMagic, as well as specific features licensed by likeMagic from third parties.

      “Order Form”

      means a document that outlines the details of the Services to be provided by likeMagic to the Customer, signed by authorized representatives of each Party.

      “Party”

      means either likeMagic or the Customer; the “Parties” both likeMagic and the Customer.

      “Services”

       

      mean the likeMagic Platform, including any products, services, support, or software provided by likeMagic to the Customer.

      “Subscription Term”

       

      means the period of one (1) year during which the Customer is entitled to access and use the likeMagic Platform.

      “Taxes”

      mean any sales, use, GST (Goods and Services Tax), value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of likeMagic.

       

      2. SERVICES
          2.1  Provision of Services. likeMagic agrees to provide the Customer with the Services specified in the Order Form, and the Customer agrees to pay the fees for the Services as specified in the Order Form. The Services may be used by the Customer only in connection with the operation of the Hotel or Hotels specified in the Order Form.

          2.2  likeMagic Platform. The likeMagic Platform is provided on a subscription basis. The Subscription Term begins upon the provision of login credentials to the likeMagic Platform for the Customer, at which point the Customer becomes obligated to commence payment for the likeMagic Platform. The Customer will pay fees according to the billing cycle specified in the Order Form (e.g., monthly, quarterly, annually).

          2.3  Service Level Agreement. The Services will be available, and likeMagic will provide support, as outlined in the Service Level Agreement available at https://resources.likemagic.tech/en/knowledge-base/service-level-agreement. The Service Level Agreement is incorporated by reference into these Terms and constitutes an integral part of this Agreement.

          2.4  Changes to Services. As part of the ongoing development of the Services, likeMagic may, at its sole discretion and at any time, add, change, discontinue, or otherwise modify any elements and features of the Services. likeMagic agrees to provide the Customer with prior notice (before implementation) of changes that will have, or are likely to have, a material impact on the functionality of the Services. If likeMagic develops new modules for the likeMagic Platform or thoroughly revises existing modules and adds new functions, the Customer will have the right, but not the obligation, to purchase access to these new modules or upgrades upon payment of fees (and any applicable setup costs) that will be set in advance.

          2.5  Suspension of Services. Without limiting likeMagic's termination or other rights hereunder, likeMagic reserves the right to suspend the Customer's access to the applicable Services, in whole or in part, without incurring liability to the Customer: (a) if the Customer's invoice is fifteen (15) days or more overdue; (b) for the Customer's breach of Sections 3.1 (Restrictions) or 3.2 (Responsibilities ); or (c) to prevent harm to other customers or third parties, or (d) to preserve the security, availability, or integrity of the Services or data. Unless this Agreement has been terminated, likeMagic will restore the Customer's access to the Services promptly after the Customer has resolved the issue requiring suspension.

          2.6  Enhancement of Services. likeMagic may analyze the Customer’s use of the Services to improve, enhance, and optimize the performance of the Services. For this purpose, likeMagic may (a) collect and analyze the data derived from the Customer Data and process such data in an aggregated and anonymized form during or after the Subscription Term, and (b) make such aggregated and anonymized data available via industry trend reports. For clarity, this section does not give likeMagic the right to identify the Customer as the source of any aggregated anonymous data.

          2.7  LikeMagic APIs. If likeMagic makes access to any APIs available as part of the Services, likeMagic may monitor the Customer's usage of such APIs and limit the number of calls or requests the Customer may make if likeMagic believes that the Customer's usage is in breach of this Agreement or may negatively affect the security, operability, or integrity of the Services (or otherwise impose liability on likeMagic).

          2.8  Guest Agreements. The likeMagic Platform in the Hotel, or Hotels as applicable, shall be operated, and lodging orders with guests shall be processed independently by the Customer and under the Customer's sole responsibility. Any orders and agreements with hotel guests for accommodation services shall be created solely between the Customer and the hotel guests during the operation of the likeMagic Platform (the “Guest Agreements”). likeMagic shall not assume liability for Guest Agreements, transactions, or hotel guests' interactions with the Customer or third parties on the likeMagic Platform. The Customer shall defend, indemnify, and hold harmless likeMagic from any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the accommodation services provided by the Customer to the hotel guests, including any cancellations or refunds.

          2.9  Free Trial. If the Customer receives free access or a trial to the likeMagic Platform (“Trial Subscription”), the Customer may use the likeMagic Platform in accordance with the terms and conditions of this Agreement for a trial period determined by likeMagic (“Trial Period”). If likeMagic does not specify the length of the Trial Period, the default Trial Period shall be thirty (30) days. Trial Subscriptions are permitted solely for the Customer's use to determine whether to purchase a paid subscription to the likeMagic Platform. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If the Customer does not enter into a paid Subscription Term, this Agreement and the Customer's right to access and use the Services will terminate at the end of the Trial Period. likeMagic has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LIKEMAGIC WILL HAVE NO WARRANTY, LIABILITY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

          2.10  Beta Offerings. From time to time, likeMagic may make Beta Offerings available to the Customer. The Customer may elect to try such Beta Offerings at its sole discretion and sole risk. The Customer acknowledges and consents that: (a) likeMagic may discontinue Beta Offerings at any time at its sole discretion and may never make them generally available; (b) Beta Offerings may not be supported, and they may be modified at any time without notice, potentially leading to system disruptions, data loss, or other unexpected challenges; (c) Beta Offerings might be subject to supplementary terms and conditions; (d) Beta Offerings are provided "as is" without any warranties, either express or implied; (e) to the fullest extent allowed by applicable law, likeMagic disclaims all warranties, conditions, and liability to the Customer regarding the Beta Offerings; (f) Beta Offerings are not considered “Services” under this Agreement; however, all restrictions, ownership rights, and Customer obligations concerning the Services shall apply; (g) likeMagic may gather data from the Beta Offerings’ usage to enhance its functionality and quality.

       

      3. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES

          3.1  Restrictions. The Customer will not (and will not permit any third party to): (a) transfer, resell, lease, rent, or license the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to likeMagic); (d) copy, modify, or create derivative works from the Services or any Documentation; (e) remove or obscure any proprietary notices within the Services or on reports/data generated by the Services; or (f) publicly disclose information regarding the performance of the Services.

          3.2  Responsibilities. The Customer agrees that it will: (a) use the Services only in compliance with the Agreement, Documentation and all applicable Laws, (b) cooperate with likeMagic, at no additional costs, to set up and timely provide the Services, (c) obtain and maintain, at its own expense, any equipment and ancillary services needed for the operation of the Services (for example, internet connection, laptops, operating systems), as further specified in the hotel and infrastructure requirements within the Documentation, (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify likeMagic promptly of any such unauthorized access or use, (f) not use the Services for illegal purposes or in violation of this Agreement.

          3.3  Permitted Users. The Customer may permit its employees, contractors, Affiliates, or hotel guests to access the Services, provided the Customer remains responsible for their compliance with all the terms and conditions of this Agreement. Any such use of the Services shall be to the sole benefit of the Customer.

          3.4  Customer´s Feedback. If the Customer provides likeMagic with any reports of defects, feedback and/or suggests modifications (“Feedback”), likeMagic shall have the right to use such Feedback, including incorporating such Feedback into its Services, without any obligation to the Customer.

       

      4. FEES
         4.1  Fees. The Customer agrees to pay likeMagic the fees as agreed upon in the applicable Order Form, or as later communicated by likeMagic pursuant to Section 4.4 (Changes to Fees). Unless expressly stated otherwise in the Agreement, all fees are non-refundable. The Customer will pay all fees in the currency and billing cycle agreed upon in the applicable Order Form.

         4.2  Fees for the likeMagic Platform. The fees for the likeMagic Platform are calculated based on the number of Live Rooms multiplied by the price per room. The number of Live Rooms may change during the Subscription Term. If the Customer has prepaid for the Subscription Term (or any portion thereof) and the number of Live Rooms increases, the Customer agrees to pay for the additional Live Rooms for the remainder of the pre-paid period. If there is no prepayment, likeMagic will charge based on the updated number of Live Rooms, with any changes becoming effective immediately.

          4.3  Minimum Fees for the likeMagic Platform. The Order Form will specify a minimum fee for the use of the likeMagic Platform. If, at any time, the fees calculated as per Section  4.2 (Fees for the likeMagic Platform) fall below this minimum platform fee, the Customer is obligated to pay the minimum platform fee for that billing period. The minimum platform fee is determined on a per-production environment basis and applies regardless of any fluctuations in the number of Live Rooms.

          4.4  Changes to Fees. likeMagic may unilaterally modify the fees agreed upon in the Order Form at any time during the Subscription Term, provided that the Customer is given at least 30 days' prior notice. If the Customer disagrees with the amended fees, the Customer may terminate the Agreement, with the termination taking effect on the day the new fees come into effect, as specified in the notification.

          4.5  Invoices. Invoices will be issued electronically and sent to the Customer's billing email address specified in the Order Form (or to any other email address that the Customer may notify likeMagic of for this purpose). The invoice for the setup and implementation of the likeMagic Platform will be issued by likeMagic after the signing of the Order Form. Full payment for all invoices is due and payable within fifteen (15) days from the date of the invoice unless otherwise designated in an applicable Order Form. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due.

          4.6  Taxes. The Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If the Customer is required by Laws to withhold any Taxes from Customer's payment, the fees payable by the Customer will be increased as necessary so that after making any required withholdings, likeMagic receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made.

          4.7  No Right of Offset. Neither Party shall have the right to offset any claims, demands, or liabilities it may have against the other Party, whether arising under this Agreement or otherwise, against any amounts owed to the other Party. Each Party agrees to pay any amounts due to the other Party without any deductions or offsets of any kind.

         4.8  Messaging. The Customer agrees to pay to likeMagic: (a) the targeted contact fee for messaging services, which include any communication channels used by the Customer to contact its existing or prospective hotel guests, or any other persons, through the likeMagic Platform – primarily, but not limited to, SMS, email, and WhatsApp; the targeted contact fee is payable on a per-targeted contact basis; and (b) the applicable fees for WhatsApp and SMS messaging services, according to the actual pricing of the respective service providers.

       

      5. TERM AND TERMINATION

          5.1  Term. This Agreement is effective as of the Effective Date and will expire upon the expiration or termination of the Subscription Term (or Subscription Terms, if the Customer uses the likeMagic Platform in multiple Hotels).

          5.2  Subscription Term and Renewal. The Subscription Term begins when login credentials for the likeMagic Platform are provided to the Customer. If the Customer uses the likeMagic Platform in multiple Hotels (all of which must be specified in the Order Form), each Hotel will have its own Subscription Term. The Subscription Term will automatically renew for the same period unless either Party provides written notice of termination to the other at least thirty (30) days prior to the expiration of the then-current Subscription Term. The Agreement may be terminated for convenience (without cause) only with effect at the end of the Subscription Term, as specified in this Section

          5.3  Termination for Specific Hotel Events. The Customer may terminate the Agreement with immediate effect if any of the following occurs: (a) the Hotel is sold to a third party, (b) the Hotel ceases its operations and is closed down, or (c) the Hotel comes under the management of a third party associated with a brand other than the Customer’s. If the Customer uses the likeMagic Platform in multiple Hotels (each of which must be expressly identified in the Order Form), the termination of this Agreement shall be limited to the specific Hotel where the qualifying event has occurred and shall not affect the Agreement with respect to any other Hotels covered under it.

          5.4  Termination for Material Breach. Either Party may terminate the Agreement if the other Party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice. If the Customer terminates the Agreement due to likeMagic’s uncured material breach, likeMagic will refund any prepaid fees covering the remainder of the Subscription Term after the effective date of termination. If the Agreement is terminated by likeMagic due to the Customer’s uncured material breach, the Customer agrees that it shall remain responsible for all outstanding fees payable to likeMagic for the Subscription Term, and likeMagic may declare all such fees immediately due and payable.

          5.5  Termination Due to Bankruptcy or Insolvency. Either Party may terminate the Agreement if the other Party seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that Party (and not dismissed within sixty (60) days thereafter).

          5.6  Effect of Termination. Upon the expiration or termination of this Agreement, or upon the termination of the Agreement with respect to a specific Hotel (a) the Customer must immediately cease all use of and access to the Services related to the terminated Hotel and delete (or, at likeMagic's request, return) all copies of the Documentation, all passwords or access codes, and any other Confidential Information belonging to likeMagic that is in their possession for that specific Hotel, and (b) likeMagic will (at Customer's election made before the expiration or termination of the Agreement) delete or return to Customer all Customer Data unless likeMagic is legally obliged to retain it.

          5.7  Survival. Notwithstanding any termination or expiration of the Agreement, any clauses herein that are intended or required to survive, including but not limited to provisions relating to confidentiality and data protection, limitation of liability, representations and warranties, fees shall continue in full force and effect and shall be binding upon the Parties.

       

      6. INTELLECTUAL PROPERTY RIGHTS
          6.1  Customer Access and Usage Rights. The Customer is granted a worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable right—upon payment—to use and access the likeMagic Platform during the Subscription Term. This usage right applies solely to the Hotel or Hotels specified in the Order Form and for the Customer's own purposes.

          6.2  Intellectual Property Rights. The Customer agrees that likeMagic, along with its suppliers and licensors, retains all rights, title, and interest (including all Intellectual Property Rights) in and to the Services, all Documentation, and all related and underlying technology and documentation, as well as any derivative works, modifications, or improvements of any of the foregoing, including and any feedback or suggestions the Customer provides regarding the Services. The Customer acknowledges that no ownership rights are transferred to them under this Agreement. Further, the Customer acknowledges that the Services are offered as an on-line, hosted solution, and that the Customer has no right to obtain a copy of any of the Services.

          6.3  White-label Solution. The likeMagic Platform is provided as a white-label solution. Accordingly, the user interfaces for the Hotel's website and the web application for guest access and interaction must be defined by the Customer. If the Parties agree in the Order Form that the implementation of the likeMagic Platform will be carried out by likeMagic, the Customer is required to provide all necessary templates to likeMagic (particularly images, text, and design) in accordance with likeMagic's specifications. The Customer is responsible for ensuring that the design elements provided do not infringe upon any third-party rights, and the Customer shall defend, indemnify, and hold harmless likeMagic from any third-party claims in this regard.

       

      7. WARRANTY DISCLAIMER  
          7.1  Warranty Disclaimer. Unless explicitly stated otherwise in the Agreement, all Services, likemagic Platform, support are provided "as is" and "as available" (subject to likemagic's obligations in the Service Level Agreement). likemagic and its Affiliates disclaim all other warranties, conditions, guarantees, or undertakings, whether express or implied, statutory or otherwise, including but not limited to warranties of merchantability, quality, title, fitness for a particular purpose, or non-infringement. likemagic does not warrant that Customer's use of the Services will be uninterrupted or error-free, or that it will meet its needs. likemagic shall not be liable for delays, interruptions, services failures or other problems inherent in use of the internet and electronic communications, third-party solutions, or other systems outside the reasonable control of likemagic. Parties also exclude the application of business practices.

       

      8. PRIVACY AND DATA PROTECTION

          8.1  Data Processing Agreement. The Parties agree that the Data Processing Agreement available at https://resources.likemagic.tech/en/knowledge-base/dpa shall apply to the processing of personal data in connection with the Customer's use of the Services. The Data Processing Agreement is incorporated by reference into these Terms and constitutes an integral part of this Agreement.

          8.2  Rights in Customer Data. As between the Parties, the Customer will retain all rights, title, and interest (including all Intellectual Property Rights) in and to the Customer Data as provided to likeMagic. The Customer is solely responsible for the accuracy, content, and legality of all Customer Data.

       

      9. THIRD-PARTY INTEGRATIONS
          9.1  likeMagic enables Customers to integrate the likeMagic Platform with third-party solutions. A current list of these integrations is available at https://resources.likemagic.tech/en/knowledge-base/3rd-party-integration. The Customer acknowledges and agrees that (a) likeMagic only enables integration with third-party solutions and has no responsibility or liability for any third-party solution, including how such third-party solutions use or process Customer Data once it has been exported to them, (b) Customer reviewed and agreed to the terms and conditions under which the third party provider provides its third-party solution to the Customer, (c) Customer has a direct relationship with the third party provider while using the integration, (d) the Customer is solely responsible for payment of any fees arising from its use of third-party solutions, (e) the Customer consents to and instructs likeMagic to transfer data to, or receive data from, a third-party provider (if required to effect an Integration), (f) likeMagic is not responsible for the setup of any third-party products that the Customer may choose to integrate with the likeMagic Platform (g) Customer will defend and indemnify likeMagic against all liabilities, damages, losses, costs, fees (including reasonable attorney´s fees), and expenses to the extent arising from (i) the Customer’s misuse of an integration, or (ii) violation of terms of the third party provider.

          9.2  The Customer acknowledges and agrees that likeMagic reserves the right to disable any third-party integration if: (a) a third-party solution or third-party integration poses a security risk to likeMagic; (b) a third-party provider fails to comply with the terms specified by likeMagic for the functioning of integrations, as imposed on third-party providers; (c) in the event that a new version of the API is made available, and the Customer fails to update to the new version within the timeframe specified by likeMagic, despite receiving notice from likeMagic, likeMagic may, at its discretion, disable the prior version of the API, (d) a third-party provider or third-party solution fails to meet any applicable legal or regulatory requirements, (e) a third-party provider or third-party solution ceases its operations, (f) likeMagic, in its sole discretion, determines that the continuation of the integration may adversely affect its Services, operations, or reputation.

       

      10. LIMITATION OF REMEDIES AND DAMAGES

          10.1  The liability of likeMagic and its Affiliates shall be limited to damages caused by unlawful intent and gross negligence

          10.2  likeMagic's liability shall be limited to the amount of the annual fee that the Customer pays to likeMagic.

          10.3  Any liability on the part of likeMagic and its Affiliates for other and additional claims and losses, particularly claims for compensation for indirect or consequential damages, lost profits, loss of use, unrealized savings, and loss of earnings, operations, or production—regardless of their legal basis—shall be explicitly excluded.

          10.4  Under no circumstances shall likeMagic be liable for illegal content in the data recorded and saved on the likeMagic Platform by users or for the improper use of likeMagic Platform by users.

          10.5  This limitation of liability shall apply regardless of the legal basis for the liability. However, this limitation is subject to mandatory legal liability as specified in Article 100, paragraph 1 of the Swiss Code of Obligations.

       

      11. CONFIDENTIAL INFORMATION

      Each Party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing Party (the “Disclosing Party”) constitute the confidential property of the Disclosing Party (the “Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any performance information relating to the Services, and the terms and conditions of this Agreement will be deemed Confidential Information of likeMagic without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including the likeMagic's Affiliates and the subcontractors, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 11 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 11. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. This confidentiality obligation applies for 3 years after the lapse of all Subscription Terms.

       

      12. PUBLICITY

      The Customer agrees that likeMagic may publicly identify them as a customer, including on likeMagic’s website and in its marketing materials. The Customer grants likeMagic a limited, non-exclusive, non-transferable right to use the Customer’s name, logos, and trademarks for this purpose. likeMagic agrees to adhere to any corporate identity guidelines provided by the Customer.

       

      13. MODIFICATIONS TO THESE TERMS

      likeMagic reserves the right to modify these Terms or any other documents incorporated by reference at any time. Any such modifications will be communicated to the Customer with no less than 30 days' prior notice, either via email or through the likeMagic Platform, unless a change is required by applicable law, in which case a shorter notice period may apply. If the Customer does not agree to the modifications, the Customer may terminate the Agreement effective on the date the modifications become effective.

       

      14. GOVERNING LAW; DISPUTE RESOLUTION.
          14.1  Governing Law. This Agreement is construed and governed by the Federal Laws of Switzerland, excluding its conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods.

          14.2  Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (the “Dispute”), the Parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining Party shall provide written notice to the other Party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (the “Initial Notice of Dispute”). If an Initial Notice of Dispute is being sent to likeMagic, it must be emailed to financials@likemagic.tech. Following receipt of the Initial Notice of Dispute, the Parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both Parties (“Direct Dispute Resolution”). If the Parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute may be submitted to court as set forth below.

          14.3  Litigation. Any dispute arising out of or in connection with the Agreement shall be under the exclusive jurisdiction of the ordinary courts of the Canton of Zurich, subject to legal remedies at the Swiss Federal Court. Zurich shall be the place of jurisdiction.

       

      15. GENERAL TERMS
          15.1  Subcontractors. likeMagic may use subcontractors to provide certain parts of the Services and shall be liable for their acts and omissions to the same extent as if likeMagic were performing the Services of each subcontractor directly under the terms of this Agreement.

          15.2  Deadline extension. Where likeMagic´s provision of any Services, or performance of any obligation set out in the Agreement, is prevented as a direct or indirect result of any act or omission by the Customer, then likeMagic shall be granted an extension to all affected deadlines equal to the length of delay caused by the relevant event.

          15.3  Assignment. This Agreement will bind and insure to the benefit of each Party's permitted successors and assigns. Neither Party may assign this Agreement without the advance written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such Party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.

          15.4  Severability. If any provision of this Agreement will be adjudged by any court to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

          15.5  Notice. Any notice or communication required or permitted under this Agreement must be in writing. Unless otherwise specified in these Terms, notices to the Customer will be sent to the email address specified by the Customer in the Order Form or any other email address provided by the Customer. Notices to likeMagic shall be sent via email to financials@likemagic.tech.

          15.6  No Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the Party claimed to have waived.

          15.7  Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

          15.8  Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such Party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. Each Party agrees to immediately inform the other Party with regards to the occurrence of a case of force majeure.

          15.9  Hardship. If continued performance has become excessively onerous due to an event beyond a Party’s reasonable control which it could not reasonably have been expected to have taken into account (a “Hardship”), the Parties will in good faith negotiate alternative terms which reasonably allow for the consequences of such event. The Parties expressly exclude the ability of a court to adapt, amend, or terminate the Agreement in case of Hardship, and assume such risk.

          15.10  Court Orders. Nothing in this Agreement prevents likeMagic from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but LikeMagic will use commercially reasonable efforts to notify the Customer where permitted to do so.

          15.11  Relationship of the Parties. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party's behalf without the other Party's prior written consent.

          15.12  Conflicting Terms. If there is a conflict between the documents that make up the Agreement, the documents will control in the following order: Order Form, Data Processing Agreement, Service Level Agreement, and these Terms.

          15.13  Export Control. In its use of the Services, the Customer agrees to comply with all export and import laws and regulations of the applicable jurisdictions. Without limiting the foregoing, (a) the Customer represents and warrants that it is not listed on any US, UK, or EU government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a US, UK, or EU government embargo or that has been designated by the US, UK, or EU government as a “terrorist supporting” country, (b) the Customer will not (and will not permit any of its users to) access or use the Services in violation of any US, UK, or EU export embargo, prohibition or restriction, and (iii) the Customer will not submit to the Services any information that is controlled under the U.S. International Traffic in Arms Regulations.

          15.14  Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.