Terms of Service

These terms of service (the “TOS”) govern the mutual rights and obligations of xhost.ch GmbH, 3400 Burgdorf, Switzerland (the “xhost.ch”), and the individual or entity electronically accepting these TOS (the “Customer”) regarding the access and use of xhost.ch software ‘Multicraft’ (the “Software”) and any related updates, supplements, and services (together the “Services”).

The Customer may order a subscription for access and use of the Services at any time via the xhost.ch website https://www.multicraft.org/ (the “Website”). The Customer’s subscription order shall be deemed binding on the Customer until accepted or rejected by xhost.ch.

An agreement for a subscription, subject to the terms and conditions of these TOS, to access and use the Services (the “Subscription”) is entered into and becomes effective upon the earlier of (i) xhost.ch accepting a subscription order from the Customer by sending the Customer a confirmation e-mail containing the acceptance and the Software license key (the “Confirmation Email”), (ii) the Customer otherwise being granted access to the Services, or (iii) the Customer accessing or using the Services (the “Effective Date”).

xhost.ch reserves the unilateral right to refuse any subscription order.

Unless otherwise agreed in writing, the Subscription shall commence on the Effective Date and continue for a period of one (1) month (the “Subscription Term”).

The Subscription Term will automatically renew for successive one (1) month terms (the “Renewal Term”), unless either party provides written notice one (1) months prior to the expiration of the Subscription Term or relevant Renewal Term. The Customer acknowledges and agrees that any Renewal Term is subject to the TOS in effect at the time of such renewal of the Subscription.

xhost.ch may terminate the Subscription at any time without notice and without any obligation to provide any form of compensation to the Customer:

• if the Customer breaches any material provision of these TOS (including, but not limited to, sections 5, 6, and 7);
• in the event of a change of control of the Customer. For purposes of these TOS, the term “control” means the ownership, directly or indirectly, of more than fifty (50) percent of the voting securities or other ownership interest of an entity, or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise; and/or
• if bankruptcy, insolvency, debt restructuring, debt enforcement or similar proceedings are commenced against the Customer or a petition for the commencement of such proceedings has been filed.

In the event of a termination of the Subscription pursuant to section 3.3, xhost.ch may, at its sole discretion:

• suspend the provision of the Services to the Customer (including, but not limited to, access and use of the Software);
• refrain from refunding the Subscription Fee (as defined in section 7) on a pro rata basis; and/or
• exercise any other remedy and legal actions available under this Subscription and/or applicable law.

The scope of Services is determined by the type of Services and their corresponding description as provided on the Website at the time when the Customer places an order for a subscription pursuant to section 2.

xhost.ch may, from time to time, develop new modules, versions, functionalities, or features to the Services (each the “Upgrade”). Upgrades are generally included in the Subscription, except if xhost.ch indicate otherwise (the “Excluded Upgrade”). For the avoidance of doubt, Excluded Upgrades may include new features, modules, or offerings that are excluded from Upgrades at the sole discretion of xhost.ch, but shall not include security patches and updates that are required for the Services to function substantially as described on the Website.

xhost.ch reserves the right to unilaterally change the scope of services at any time and at its sole discretion. The revised scope of Services shall be effective and binding under the terms and conditions set forth in section 14.1.

Before ordering a subscription, the Customer must ensure that the Software functions properly by installing and testing the free version of the Software available on the Website. The Customer is not entitled to any refunds and/or compensation for damages arising from inadequate performance or malfunction of the Software, which could have been anticipated by the Customer through the proper and diligent fulfillment of its obligations pursuant to this section.

The Customer is responsible for any hardware and software components on its end (including, but not limited to, programs, licensing, and configuration).

The Customer is entitled to manual support in the form of one (1) email, which the Customer must redeem within the first month after receipt of the Confirmation Email by sending a support request via email to info@multicraft.org and attaching the Confirmation Email as proof of purchase.

The Customer commits to use the Services properly. In particular, the Customer is obligated to:

• ensure compliance with these TOS, applicable laws and regulations, and to promptly terminate any noncompliant use of the Services;
• provide xhost.ch with the necessary information regarding technical systems;
• immediately notify xhost.ch of any apparent defects or damage to the Services and to take all reasonable measures to enable the identification of defects and damage and their causes or to facilitate and expedite the elimination of the defect;
• reimburse xhost.ch for expenses incurred through the inspection of its infrastructure if and insofar as the inspection reveals that the Customer has caused the fault through wilful intent or gross negligence, or the fault lay within its area of responsibility and, as a result of gross negligence, the Customer had not recognised this; and
• notify xhost.ch within seven (7) calendar days of the following:
  • any change in the Customer’s company details (including any change in the personal details of the persons to whom the Subscription relates);
  • any circumstances that allow xhost.ch to terminate the Subscription in accordance with section 3.3.

The Customer is responsible for the way the Services are used, in particular for all web content of the Customer and third parties that is displayed on the Customer’s servers/applications or other means on which the Services can be used. In particular, the Customer shall:

• not offer or refer to content containing illegal or immoral material, nor create links to such content offered by third parties;
• comply with applicable laws prohibiting the dissemination of illegal, immoral, or harmful content to minors, and ensure, through the careful use of passwords and other appropriate measures, that content likely to corrupt the morals of children or adolescents or harm their welfare does not come to the attention of persons protected by these laws;
• not infringe intellectual property rights;
• not use xhost.ch to cause damage or annoyance to third parties, including unauthorized access to third-party systems (hacking), spreading viruses of any kind, or the unsolicited sending of emails (spamming, junk mail); and
• ensure that scripts and programs used on servers administered by xhost.ch do not contain errors or are not so resource intensive as to potentially interrupt the provision of Services by xhost.ch.

It is the sole responsibility of the Customer to check that the content on the servers administered by the Software complies with legal requirements and to inform xhost.ch immediately of any illegal use.

Subject to these TOS, during the Subscription Term and Renewal Term, xhost.ch grants the Customer the limited, non-exclusive, non-transferrable, and nonsublicensable right to access and use the Services for the purpose set forth in these TOS.

Except for the rights expressly stated in these TOS and provided for by applicable law, the Customer does not acquire any further rights. In particular, the Customer and any third party on the Customer’s behalf is expressly prohibited from engaging in any activities that involve decompiling, disassembling, reverse engineering, or otherwise attempting to derive the source code or inner workings of the Software, including any efforts to edit, modify, or correct errors, without obtaining prior written consent from xhost.ch.

For the avoidance of doubt, the Software is made available for use and/or download solely for use by the Customer. Any reproduction or redistribution of the Software is expressly prohibited and may result in severe civil and criminal penalties. Additionally, any copying or reproduction of the Software to any other server or location for further reproduction or redistribution is expressly prohibited.

All rights, title, and interest, including but not limited to, intellectual property rights, in and to the Services made available to the Customer under these TOS belong exclusively to xhost.ch and/or its suppliers.

In consideration for the Subscription, the Customer agrees to pay an initial and recurring monthly subscription fee in the amount of the then-current subscription rate as set forth on the Website (the “Subscription Fee”).

Unless otherwise agreed between the parties, the Subscription Fees shall be paid in full by the Customer within thirty (30) calendar days of the date of the respective invoice, without any deduction.

If the Customer is in payment default of any payment (full or partial), xhost.ch may charge interest on late payment at a rate of 5 percent per annum without further notice.

xhost.ch reserves the right to unilaterally modify the subscription rates at any time and at its sole discretion. The revised subscription rates shall be effective and binding under the terms and conditions set forth in section 14.1.

xhost.ch may offset its claims against counterclaims of the Customer. The Customer is not entitled to offset a counterclaim against xhost.ch, unless expressly authorised in writing by xhost.ch.

The Customer agrees to waive the assertion of any rights of retention against xhost.ch.

The Customer may not transfer or assign any rights and/or obligations to third parties, unless expressly authorised in writing by xhost.ch.

xhost.ch is entitled to transfer the Subscription with the Customer or any rights and/or obligations resulting therefrom to another xhost.ch group company or a third party without the Customer’s consent.

xhost.ch provides the Services “as is”. To the maximum extent permitted by applicable law, xhost.ch expressly disclaims all representations and warranties of any kind, whether express or implied, with respect to the Services, including, but not limited to, all warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

To the extent permitted by applicable law, xhost.ch does not warrant that the Services will meet the Customer’s specific requirements and expectations, will be uninterrupted, timely, secure, error-free, accurate, complete, and/or reliable.

To the maximum extent permitted by applicable law, the liability of xhost.ch is excluded.

If applicable law does not permit the limitation of liability set forth in this section, to the maximum extent permitted by applicable law, in no event shall either party be liable to the other for any special, consequential, indirect, or similar damages, including but not limited to, lost profits, revenue, business opportunity, data, or goodwill, service interruption, computer or system damage, or the cost of procurement of substitute services of any kind whatsoever, arising out of the use or inability to use the Services or otherwise in connection with these TOS, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory. To the maximum extent permitted by applicable law, in no event shall the aggregate liability of the parties arising out of the use or inability to use the Services or otherwise in connection with these TOS exceed the amounts paid or to be paid by the Customer to xhost.ch for the Services for the applicable Subscription Term or Renewal Term.

The Customer agrees to indemnify, defend, and hold xhost.ch harmless from and against any and all judgments, losses, damages, liabilities, costs, claims, and expenses (including reasonable legal fees) arising out of or in any way related to (i) the Customer’s breach of these TOS; (ii) the Customer’s violation of any applicable laws, rules, and regulations; or (iii) the Customer’s gross negligence or wilful misconduct.

The Customer shall immediately notify xhost.ch in writing of any claims asserted by third parties and authorize xhost.ch to conduct the defense, including the conclusion of a settlement. The Customer shall provide xhost.ch with reasonable, timely and appropriate support.

Any warranty of xhost.ch towards the Customer in case of actual or alleged claims of third parties is excluded.

The privacy policy is available on the Website and forms an integral part of these TOS.

With a Subscription, the Customer declares its agreement with the privacy policy and the use of the Customer’s personal data by xhost.ch as described therein.

The parties commit to keep confidential all information of the other party, which is either confidential or designated as confidential and, in particular, to not make it accessible to unauthorized third parties. In particular, the content of contracts, including attachments, is considered confidential. The parties shall also treat the business relationship as confidential. Mentions in references or press releases must be agreed in writing between the parties.

xhost.ch is entitled to disclose Customer addresses to third parties, in particular criminal authorities, in the case of justified suspicion of criminal acts.

The Services are subject to export control laws of various countries. The Customer agrees that it will not submit the Services to any government agency for licensing consideration or other regulatory approval without the prior written consent of xhost.ch, and will not export the Services to countries, persons, or entities prohibited by such laws.

The Customer is responsible for complying with all applicable government regulations of the country in which the Customer is registered and any foreign countries with respect to the Customer’s use of the Services.

The Customer will not engage in any activity that would cause xhost.ch to be in violation of such export control laws and regulations.

xhost.ch reserves the right to unilaterally amend these TOS, including but not limited to, any related Services and subscription rates (the “Amendments”), at any time and at its sole discretion. Amendments shall be effective immediately upon notice to the Customer by email or posting on the Website, whichever occurs first. The Customer may object to the Amendments within thirty (30) calendar days after notification or publication of the Amendments, whichever occurs first, by notifying xhost.ch by email (revocation@multicraft.org). If the Customer objects within the specified period, the Customer may terminate the Subscription at the end of the respective Subscription Term or Renewal Term. If the Customer does not object and/or continues to use the Services after this period, the Amendments shall apply.

These TOS and the Subscription agreed hereunder constitute the entire understanding and agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, whether oral or written. Any general terms and conditions of the Customer shall not apply.

Any amendment suggested by the Customer to the TOS and the Subscription shall only apply if the Customer submits them in writing and xhost.ch expressly recognises them in writing as an integral part of these TOS or the Subscription.

If any provision of these TOS is held to be invalid, illegal, or unenforceable under the applicable law, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The parties and their successors undertake to replace the invalid provision or parts thereof by new provisions which will approximate as closely as possible the economic result intended by the parties.

The waiver by either party of a breach of any provision of these TOS shall not operate or be construed as a waiver of any other or subsequent breach.

To the extent permitted by applicable law, the exclusive place of jurisdiction for all disputes arising from or in connection with these TOS and/or the Subscription shall be the registered legal seat of xhost.ch.

These TOS and the Subscription shall be governed by and construed in accordance with substantive Swiss law, excluding any laws of conflict and excluding any international conventions (e.g., UN Convention on Contracts for the International Sale of Goods dated April 11, 1980).