Terms and Conditions Definitions Unless otherwise specifically provided in this Agreement, defined terms used in this Agreement shall have the meaning ascribed to them in Schedule 1. Scope of the Services and Functionalities Subject to the terms and conditions of this Agreement, Magnolia shall grant to the Customer the right to use the Platform (the “Platform Services”) and the Magnolia Software, as specified in the Subscription Package, including the metrics and features, i.e. the “Service Units”, for the duration of the Subscription Term pursuant to the terms and conditions of this Agreement and the Service Level Agreement attached hereto as Schedule 2. Magnolia shall further provide, during the duration of the Subscription Term and on a Best Efforts basis, services to support and maintain the Platform excluding any Customer-Delivered Features (“Platform Support”) and to support and maintain the Software (“Product Support”; collectively with the Platform Support the “Support Services”) to the Customer under the terms and conditions of this Agreement and as further described in the Service Level Agreement. During the Subscription Term, Customers may activate additional upgrades to the Magnolia Services not included in the Subscription Package (e.g. purchase of additional Service Units and/or other services) through the Cockpit under pricing conditions specified in the Cockpit. Without prejudice to the provisions pertaining to Customer-Delivered Features the availability of the Customer’s Web Application on the Platform may be affected by third party service providers, who are chosen by Magnolia with the necessary level of care and regularly screened for their reliability. The Customer herewith states their understanding that the Customer’s Web Application may be subject to the availability and performance of the services provided by said third parties and potentially further subject to the scheduled downtimes and maintenance times of services provided by third parties. The functionality and availability of the Customer’s Web Application depends on and is subject to the Customer’s adherence of the then current Documentation, the Quality Requirements and further guidelines provided by Magnolia regarding the use of the Magnolia Services and the use, customization, adaptation, implementation and/or deployment of the Magnolia Software(together the “Quality Requirements”) which may be updated by Magnolia from time to time. Customers may appoint a Certified Magnolia Partner for the implementation of its Web Application project and the management of its Web Application. The Certified Magnolia Partner may use the Magnolia Services and the Licenses granted pursuant to this Agreement on behalf of and to the benefit of the Customer, provided that (a) Customer informs Magnolia beforehand in writing (email notification to info@magnolia-cms.com being sufficient), (b) Customer ensures that any Certified Magnolia Partner agrees to abide by and fully complies with the terms and conditions of this Agreement and the Developer Requirements, (c) such use does not result in an unauthorized overuse of the Magnolia Services, (d) such use is only for Customer’s direct beneficial business purposes, and (e) Customer remains fully liable for any acts or omissions by the contractor with regard to this Agreement. Grant of License Subject to the terms and conditions of this Agreement, Magnolia grants to Customer a worldwide, non-exclusive, temporary, non-transferable, non-assignable, non-sub licensable license to use the Magnolia Software and the Documentation for the purposes pursuant to this Agreement. Unless otherwise provided in this Agreement, the Magnolia Software may be only used on the Platform and is strictly limited to the usage in accordance with the Subscription Package and this Agreement (“Platform License”). Customers may for the Subscription Term install and use the Magnolia Software on a Non-Production Instance outside the Platform for testing and development purposes only (“Development License”; collectively with the Platform License the “Licenses”). Any further use is prohibited. Customer may for the Subscription Term make a reasonable number of copies of the Magnolia Software and Documentation for archival purposes and as otherwise reasonably necessary to exercise Customer’s rights hereunder, provided that all copyright and restricted right notices contained thereon are reproduced in such copies. The Licenses granted shall include all updates or upgrades of the Magnolia Software which are released during the Subscription Term. Notwithstanding the foregoing, Magnolia shall have no obligation to release any updates or upgrades of the Magnolia Software. If one or more Affiliate(s) of the Customer are explicitly mentioned within the Subscription Package, under the terms and conditions of this Agreement, the Customer is entitled to sublicense the use of the Magnolia Software, the Modified Versions, if any, and the Documentation to its Affiliates mentioned in the Subscription Package, provided that, (i) the Customer is responsible for ensuring that any and all Affiliates agree to and uphold the terms and conditions of this Agreement and is liable for any breach thereof by an Affiliate, and (ii) any use by an Affiliate(s) does not result in an increase of the number of License usage instances. For the avoidance of doubt, the source code of the Magnolia Software may not be disclosed to any such Affiliate and they shall further not be permitted to modify the source code in accordance with Section 3.3. Subject to the terms and conditions of this Agreement, Customers may modify the source code of the Magnolia Software (each a “Modified Version”). Unless otherwise stipulated in this Agreement, Customers may use Modified Versions, subject to the same terms and conditions applying to the Magnolia Software. The Customer shall not independently program, use or sell software having the same features as the Magnolia Software or portions thereof and handling the same problems and tasks on the basis of the concept of the Magnolia Software or portions thereof, or re-implement the Magnolia Software or portions thereof. The Magnolia Software may contain third-party software and/or may be distributed together with third-party software that may be subject to other terms and conditions. Such third-party software and the applicable licenses are described at www.magnolia-cms.com/thirdparty and in a file in the root of the distribution file structure of the Magnolia Software named “NOTICES.TXT”. Customers shall not use the Magnolia Software in connection with any other software (including software by Magnolia) not duly licensed. Furthermore, during the Subscription Term, Customers shall not use Magnolia CMS Community Edition or a Trial Version for any purpose other than non-commercial research. Customers shall not transfer data between Magnolia Software and (i) any other software (including software by Magnolia) not duly licensed, (ii) a Magnolia CMS Community Edition or (iii) Trial Version. Customers shall not remove or alter any copyright, trademark or proprietary notice contained in the Magnolia Software and the Documentation. Customer shall not use the Magnolia Software on the behalf of, or for the benefit of, third parties, nor allow any third party to use (except as pursuant to Section 3.2 of this Agreement), rent, lease, lend, sublicense, grant rights to, assign, or transfer the Magnolia Software. Further the Customer shall not provide use of the Magnolia Software in a computer service business or third-party outsourcing facility, irrespective of whether such usage is based on the original or any Modified Version of the Magnolia Software. Customers shall not use the Magnolia Software, or perform or allow the transfer of, export, or re-export of the Magnolia Software, in violation of any applicable export control laws or regulations administered by any governmental authority. The Magnolia Software is not designed, manufactured or intended for the use as online control equipment in hazardous environments requiring redundant failsafe performance, in particular in regards to, but not limited to, the operation of aircraft navigation or communication systems, air traffic control, of direct life supporting machines, of weapon systems, of nuclear, chemical or biological manufacturing facilities, or of any other production site in which a failure of the Magnolia Software could lead directly or indirectly to death, personal injury or severe physical or environmental damage. The use of the Magnolia Software for such purposes is not permitted. Customer Obligations and Responsibilities The Customer shall (i) provide Magnolia with all the necessary cooperation in relation to this Agreement and access to such information as may be required by Magnolia in order to provide the Magnolia Services; (ii) inform Magnolia at least 5 Business Days in advance of any Traffic Spike; (iii) inform Magnolia of any security issue relating to the Magnolia Services as soon as possible but no later than 24 hours upon knowledge of said security issue; (iv) upgrade the Magnolia Software in accordance with Magnolia’s instructions and within the applicable time periods, whereby the then deployed version in production shall be updated before it has reached its end of life as set out in the release notes; (v) deploy security updates in accordance with Magnolia’s instructions as soon as possible but no later than twenty (20) days; (vi) comply with all applicable laws and regulations in regards to its activities under this Agreement; (vii) comply with all relevant Quality Requirements (including the Customer-Delivered Feature Requirements in particular for those features which the Customer has opted out in the Subscription Package); (viii) be responsible for Authorized Users compliance with this Agreement; (ix) ensure that its network and systems comply with the relevant specifications which may be provided by Magnolia from time to time; (x) be solely responsible for procuring and maintaining its network connections and telecommunications links from the Customer’s systems to Magnolia's data centers; and (xi) provide Magnolia with a minimum of five (5) Business Days’ notice of any load or vulnerability tests that the Customer intends to perform on the Web Application(s). Before making any notices with regard to a deviation of the Platform Availability from the Service Levels pursuant to the Service Level Agreement, the Customer shall adhere to the following protocol (“Analysis Protocol”): (i) The Customer shall check in the Cockpit whether the Platform Services are actually affected; (ii) if the Platform Services are shown as fully or sufficiently functional, the Customer shall conduct a full analysis of the root cause of the disruption and notify Magnolia of the findings (via Magnolia’s helpdesk); (iii) If, after the root cause analysis, the Customer is still of the opinion that the Platform Availability is affected by factors for which Magnolia is responsible under this Agreement, the Customer has the duty to notify Magnolia and describe the error pattern in sufficient detail (via Magnolia’s helpdesk). If neither the Quality Requirements nor the aforementioned Analysis Protocol is adhered to, the error shall be deemed to be caused by a root cause for which Magnolia is not responsible. In particular, the Service Levels under the Service Level Agreement shall not be deemed to be negatively affected. In the event the Customer does not deploy security updates according to Section 4.1, Magnolia may either (i) deploy such updates of its own accord under the full exclusion of any liability for any related damages, including but not limited to loss of data, or (ii) suspend the Magnolia Services according to Section 6. In relation to the Authorized Users, the Customer shall ensure that (i) the maximum number of Admins which the Customers authorizes access and use of the Cockpit shall not exceed the number described in the Subscription Package; (ii) the Customer shall not permit or suffer any Admin account to be used by more than one individual Authorized User; and (iii) each Authorized User shall keep a secure password for their use of the Magnolia Services, the required password shall be changed at a minimum once per month and each Authorized User shall be required to keep their password confidential. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Magnolia Services that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or (vi) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Magnolia reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to the Service which may include disabling of public Instances of the Customer’s Subscription Package or removal of the material that breaches the provision of this Section. The Customer shall not (i) make any Service or Magnolia Software available to, or use any Service or Magnolia Software for the benefit of, anyone other than Customer unless otherwise stipulated in this Agreement, (ii) sell, resell, license, sublicense, distribute, rent or lease any Service or Magnolia Software, or include any Service or Magnolia Software in an outsourcing offer, (iii) permit direct or indirect access to or use of any Service or content in a way that circumvents a contractual usage limit, (iv) copy a Service or any part, feature, function or user interface thereof, (v) frame or mirror any part of any Service or Magnolia Software other than as permitted in the Documentation, (vi) access any Service or Magnolia Software in order to build a competitive product or service, or (vii) reverse engineer any Service (to the extent such restriction is permitted by law). Obligations of Magnolia The scope of Section 2 shall not apply to the extent of any non-conformance which is caused by use of the Magnolia Services contrary to Magnolia's instructions, or modification or alteration of the Magnolia Services by any party other than Magnolia or Magnolia's duly authorized contractors or agents. If the Magnolia Services do not conform with the foregoing undertaking, Magnolia will, at its expense, use Best Efforts to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in Section 2. Notwithstanding the foregoing, Magnolia (i) does not warrant that the Customer's use of the Magnolia Services will be uninterrupted or error-free; or that the Magnolia Services, Documentation and/or the information obtained by the Customer through the Magnolia Services will meet the Customer's requirements; (ii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Magnolia Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; (iii) does not guarantee the Magnolia Services in case of Unplanned Traffic Spikes or if the Customer exceeds the values defined in the Subscription Package; and (iv) may change the infrastructure to provide the Magnolia Services from time to time which may require Magnolia to interrupt the Magnolia Services; apart from emergencies, Magnolia will inform the Customer of such a change duly in advance as further defined in the Documentation; Magnolia is not obliged to continue providing the Magnolia Services during any such interruption. Temporary Suspension Magnolia may upon prior notice to the Customer immediately suspend the Customer’s or any Authorized User’s right to access or use any portion or all of the Magnolia Services if Magnolia determines the Customer’s or an Authorized User’s use of or registration for the Magnolia Services (a) poses a security risk to the Magnolia Services or any third party, (b) may adversely impact the Magnolia Services or the systems or content of any other Magnolia customer, (c) may subject Magnolia, its Affiliates, or any third party to liability, or (d) may be fraudulent; (e) the Customer is, or any Authorized User is, in breach of this Agreement, including if the Customer is delinquent on its payment obligations for more than fifteen (15) Business Days; or (f) the Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. If Magnolia suspends the Customer’s right to access or use of any portion or to all of the Magnolia Services, the Customer shall remain responsible for all Subscription Fees. Magnolia will not erase any Customer Data as a result of the Customer’s suspension, unless otherwise expressly specified within this Agreement. Magnolia’s right to suspend the Customer’s or any Authorized User’s right to access or use of the Magnolia Services is in addition to Magnolia’s right to terminate this Agreement pursuant to Section 15.2. Fees and Payment Terms The Customer shall pay the Subscription Fees to Magnolia in accordance with this Section 7. The Subscription Fees for a one (1) year period shall be invoiced at the beginning of each one (1)-year period of this Agreement (i.e. at the beginning of the Initial Term and thereafter at the anniversary of each Renewal Term). Each invoice shall be due thirty (30) days after its dispatch via email to the B-PoC (the “Due Date”). The Customer may not set off any potential claims against the invoiced fees. On expiry of the Due Date the Customer will be automatically in default (without any formal reminder). Interest shall accrue on such due amounts at an annual rate equal to 5% (five percent) commencing on the due date and continuing until fully paid. If additional Magnolia Services or Service Units are added by the Customer during the Subscription Term (including under Section 2.3) or if the Magnolia Services are used by the Customer beyond the restrictions of the current Subscription Package, the Fees relating to such additional Magnolia Services and/or Service Units will be billed with a separate invoice in accordance with the current item price list for Service Units. Any fee specified in this Agreement or in any promotional document, in particular any description on Magnolia’s official internet platform, does not include any tax (e.g. value-added tax), custom duties or similar taxes and charges that may be assessed directly or indirectly by governmental authorities of any jurisdiction with regard to the granted license and/or the provision of the Magnolia Services. Magnolia reserves the right to review the Customer’s usage of the Service. If it is established, based upon such review, that the value of the Subscription Package (including, but not limited to, the Included Traffic, the Included Data Storage Space and any additional Traffic and/or Data Storage Space package, if any) are exceeded on a regular basis, the Parties shall negotiate in good faith an amendment of the Subscription Package and Fees for the future use in consideration of the Customer’s needs. Magnolia reserves the right to retroactively charge on a monthly basis for the excess use of the Magnolia Services by the Customer in the past. Magnolia shall have the same right if values of the Subscription Package (including but not limited to the Included Traffic, the Included Data Storage Space and any additional Traffic and/or Data Storage Space package, if any) have been exceeded. In any case of excessive use by the Customer, Magnolia will allocate and provide the resources needed to continue its Magnolia Services without prior approval from the Customer. Fees associated with such additional allocation and provisioning will be charged retroactively and on a monthly basis. Warranty and Remedies Magnolia warrants to the Customer that (i) the Magnolia Software will perform substantially as described in the Documentation if used within the Platform and (ii) any Magnolia Service provided under this Agreement will be performed with reasonable skill and care and in a professional manner consistent with normal industry practices and in accordance with the Service Level Agreement. Non-substantial variations of the Magnolia Software from the Documentation remain reserved. Magnolia does not warrant that the performance of the and the Magnolia Services will be uninterrupted or error-free. Any non-conformance which is caused by: (i) the non-compliance with any relevant Quality Requirements, (ii) any Customer-Delivered Feature (iii) a Customized Software, and/or (iv) any Pre-Release Version, are excluded from the warranty provided according to this Section. If the Magnolia Software does not perform as warranted in Section 8.1, subject to mandatory law, the Customer’s sole and exclusive right and remedy shall be to (a) demand repair or replacement of the non-conforming Magnolia Software or (b) terminate this Agreement, in the event of a material breach by Magnolia, pursuant to Section 15.2. If a Service was not rendered as warranted in Section 8.1, the Customer’s rights and remedies set forth in the Service Level Agreement shall apply exclusively. MAGNOLIA MAKES NO, AND HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL OTHER, (a) REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MAGNOLIA SERVICES AND THE MAGNOLIA SOFTWARE, EXPLICIT OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, ELIGIBILITY FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR (b) REMEDIES, EXCEPT AS EXPRESSLY SET FORTH ABOVE. Under no circumstances shall Magnolia be obliged to remedy a defect and/or be liable in any form, if a) the defect has not been reported in accordance with the Service Level Agreement, or b) the Customer is not able to reproduce the defect using a standard version of the Magnolia Software which is officially supported by Magnolia at that time and operated within the Platform or in connection with an updated Certified Stack. Liability Subject to Section 9.2, Magnolia, its Affiliates, officers, directors, employees, agents, consultants or suppliers shall have no liability for any direct, indirect damages, or losses suffered in connection with this Agreement. Magnolia shall further not be held liable for any loss of use, interruption of business, loss of goodwill, lost profits, loss or corruption of data, loss of anticipating savings, or any indirect, special, incidental, or consequential damages of any kind regardless of the form of the claim, whether in contract, equity, tort (including negligence), product liability, or otherwise, even if the Customer has been advised of the possibility of such damages. The exclusions and limitation of liability set out in Section 9.1 do not apply to: (i) liability arising from death or injury to persons, willful intent or gross negligence, or (ii) any other liability which cannot be excluded or limited by law. Magnolia shall neither be liable for any loss of functionality caused directly or indirectly by willful or negligent acts and/or omissions of the Customer and/or any person for whom the Customer is responsible, including but not limited to non-compliance with the Quality Requirements. The Customer acknowledges that, in entering into this Agreement, the Customer has not relied upon any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement and (if they have relied on any representations, whether written or oral, not expressly set out in this Agreement) that the Customer shall have no remedy in respect of such representations and (in either case) Magnolia shall in any circumstances hold no liability other than in accordance with the express terms of this Agreement. Force Majeure Neither Party shall be liable to the other Party for any default, to the extent the default is wholly or materially caused, whether directly or indirectly, by circumstances beyond the Party’s reasonable control, such as fire, flood, other natural disasters, general strike, governmental action, embargos, epidemics, pandemics or communication line failures ( “Force Majeure”), provided the affected Party notifies the other Party in writing of the Force Majeure event within a reasonable time after its occurrence. In the event the affected Party’s delay or non-performance as a result of Force Majeure continues for a period of more than sixty (60) days, either Party shall have the right to terminate this Agreement with immediate effect. Intellectual Property Rights The Customer acknowledges that all Intellectual Property Rights to the Magnolia Software, the Magnolia Services and the Documentation is owned by Magnolia and/or the respective licensors. Except as expressly stated herein, this Agreement does not transfer or grant the Customer any Intellectual Property Right in respect of the Magnolia Software, Magnolia Services or Documentation. Magnolia will retain all rights to and titles in any copy, modification, enhancement, improvement, development, adaptation of, or derivative work from the Magnolia Software, the Magnolia Services, the Documentation and any other work created by Magnolia under or in connection with this Agreement. The Customer hereby irrevocably assigns all rights to and titles in any Intellectual Property Rights relating to Modified Versions to Magnolia. Magnolia hereby agrees to grant a license to the Customer to use such Modified Versions for the duration and subject to the terms and conditions of this Agreement. As an exception, all rights and titles relating to independently running software modules that were exclusively developed by Customer and/or a Certified Magnolia Partner for Customer are excluded from this provision and therefore belong to Customer and/or such a Certified Magnolia Partner. To the extent certain jurisdictions do not provide for the assignability of the rights relating to Modified Versions of Intellectual Property Rights, the Customer hereby grants to Magnolia a worldwide, irrevocable, exclusive, transferable and sub-licensable, royalty-free, unlimited and unrestricted license to use, modify, develop and exploit such Modified Versions, Intellectual Property Rights and related rights. Notwithstanding the aforesaid, Customer shall be entitled to use such Modified Versions during the Subscription Term, subject to the terms and conditions of this Agreement. Magnolia shall have, for the term of this Agreement, a non-transferable, non-exclusive license to reproduce and display the Customer’s logos, trademarks, trade names and similar identifying marks on Magnolia’s official internet platform, in press releases and in other Magnolia marketing materials as a reference for users of the Service. INDEMNIFICATION Customer shall, at its expense, indemnify, hold harmless and reimburse Magnolia and any director, officer, agent, sub-contractor or employee of Magnolia (collectively, the “Magnolia Indemnified Parties”) against any and all damages, losses, liabilities, claims, costs, charges, fines, penalties and expenses sustained or incurred by any of the Magnolia Indemnified Parties in connection with or arising as a result of the negligence of Customer or any party acting on behalf of Customer other than Magnolia or any breach of this Agreement (including but not limited to the Quality Requirements) by Customer or misrepresentation made or given by Customer under this Agreement. Magnolia shall, at its expense: defend, or at its option settle, any claim brought against Customer by an unaffiliated third party alleging that Customer’s use, during the Subscription Term, of the Magnolia Services and/or Magnolia Software infringed such party’s Intellectual Property Rights registered as of the Effective Date, or any copyright or trademark of such party, enforceable in the jurisdiction of Customer’s use of the Magnolia Services, or made unlawful use of such party’s trade secret (each, an “IP Infringement Claim”) and indemnify Customer against and pay (i) any settlement of such IP Infringement Claim consented to by Magnolia or (ii) any damages finally awarded by a court of competent jurisdiction to such third party as relief or remedy in such IP Infringement Claim. Magnolia shall have no obligation to Customer under Section 12.2 to the extent any IP Infringement Claim or resulting award is based upon or results from: Customer’s use of Magnolia Services and/or Magnolia Software in a country that is not a contracting state to the Patent Cooperation Treaty (PCT); Modified Versions or other modification of the Magnolia Software; the combination, operation, or use of the Magnolia Services and/or Magnolia Software with any other products, software (either open source or proprietary) services or equipment not provided by Magnolia or branded as Magnolia products or services, where there would be no IP Infringement Claim but for such combination or use of the Magnolia Services and/or Magnolia Software other than in accordance with the terms and conditions of this Agreement, including but not limited to the use of the Magnolia Services and/or Magnolia Software other than in accordance with Quality Requirements. If the Magnolia Services and/or the Magnolia Services are, or in Magnolia ’s reasonable opinion are likely to become, the subject of an IP Infringement Claim and/or an injunction as the result of an IP Infringement Claim, Magnolia may, at its expense and option: obtain the right for Customer to continue to use the applicable Magnolia Services; modify the relevant Magnolia Services to make them non-infringing, but substantially functionally equivalent; or in the event that neither (a) or (b) are, in Magnolia’s reasonable judgment, commercially reasonable options, terminate Customer’s right to use the relevant Magnolia Service(s), and, at Customer’s written request, terminate all affected Orders and promptly refund to Customer any unused pre-paid Fees paid by Customer to Magnolia under such terminated Orders. THE FOREGOING PROVISIONS OF SECTIONS 12.2 TO 12.4 STATE THE ENTIRE LIABILITY AND SOLE AND EXCLUSIVE OBLIGATIONS OF MAGNOLIA, AND THE SOLE AND EXCLUSIVE RIGHTS AND REMEDIES OF CUSTOMER (INCLUDING ITS EMPLOYEES, AGENTS AND SUBCONTRACTORS), WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, OR TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT, OR MISAPPROPRIATION OF ANY TRADE SECRET, BY ANY MAGNOLIA SERVICE(S). A Party seeking indemnification under this Section shall: promptly notify the other Party of the claim in accordance with Section 11 (provided a notification delay will not abrogate the other Party’s obligations under this Section 8, except to the extent that the other Party is materially prejudiced thereby); give the other Party sole control of the defense and settlement of the claim (to the extent possible under applicable law; to the extent no full authority and control can be granted, the indemnified Party shall involve the other Party by fully informing the other Party of any communication from opposing party, their counsel, and any court, arbitrator, mediator or other similar entity, and by submitting to the other Party for prior approval any statement, brief, submission or filing, written or otherwise, to any of the aforementioned), provided that the other Party shall not enter into any settlement or compromise with respect to the foregoing without the prior written consent of the applicable indemnified Party provided as Notice (which consent will not be unreasonably withheld or delayed), unless such settlement or compromise is limited to the other Party’s payment of monetary damages and (for the avoidance of doubt) does not obligate the indemnified Party to any affirmative obligation, including any admission of wrongdoing; and provide, at the other Party’s expense for reasonable out-of-pocket expenses, the assistance, information and authority reasonably requested by the other Party in the defense and settlement of the claim. Confidentiality The Parties expressly agree that the content of this Agreement, the source code of the Magnolia Software and any further data and know-how, of which a Party may become aware during the performance of this Agreement (the “Recipient Party” or “Disclosing Party”), directly, indirectly, in writing, orally, electronically or by any other means, are strictly confidential and/or proprietary in nature (the “Confidential Information”), unless the respective information (i) is in the public domain at the time of disclosure or is legitimately received via a third party; (ii) becomes generally available to the public, other than as a result of disclosure in violation of the terms of this Agreement or a disclosure by the Disclosing Party, triggered by a breach of this confidentiality obligation by the Recipient Party; (iii) is rightfully obtained by the Recipient Party through authorized disclosure by a third party; or (iv) was already in the Recipient Party’s legitimate possession, without an obligation of confidentiality, prior to receipt from the Disclosing Party as evidenced by the records of the Recipient Party prior to disclosure. The Parties hereby undertake to: keep any Confidential Information strictly classified and not to disclose it to third parties, (i) except to Affiliated and/or representatives for purposes in accordance with this Agreement with a need for the knowledge of such Confidential Information, and who are bound by confidentiality obligations as restrictive as the ones stipulated herein, and (ii) unless a disclosure is requested by mandatory rules of law, provided that all possible measures to limit the disclosure and to safeguard confidential treatment are taken; use Confidential Information only in accordance with the terms and conditions of this Agreement; use all reasonable care to protect the Disclosing Party’s Confidential Information and to prevent any dissemination of such information to the same extent that it protects its own confidential information, which in no event will be less than the safeguards a reasonably prudent business person would exercise in similar circumstances; and immediately notify the Disclosing Party, if the Recipient Party becomes aware of any unauthorized use or disclosure of the Confidential Information. Upon written request of the Disclosing Party, unless use or knowledge of Confidential Information is reasonably necessary for the performance of this Agreement, or in the event of termination of this Agreement, the Recipient Party shall promptly destroy or, if expressly requested to do so by the Disclosing Party, return all written, electronically or otherwise stored documents, files and copies thereof containing Confidential Information. This shall include memoranda, notes, and any and all other writings which have been prepared by the Recipient Party and are based on or reflect Confidential Information. Upon request of the Disclosing Party, Recipient Party shall confirm the deletion according to this Section, in writing. Notwithstanding the foregoing, the Recipient Party may keep Confidential Information if requested to do so under mandatory rules of law (e.g. accounting requirements). Each Party may disclose Confidential Information to an Affiliate or third parties, provided that such disclosure is necessary for the purpose of performing its obligations under this Agreement and that the Affiliate or third party is bound by obligations as strict as the ones stipulated in this Section 12. The above provisions of this Section 12 shall survive termination of this Agreement for as long as such information remains proprietary or confidential. Customer Data The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer consents to Magnolia’s use of the Customer Data to provide the Magnolia Services under this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Magnolia to use Best Efforts to restore the lost or damaged Customer Data from the latest back-up of such Customer Data available to Magnolia. Magnolia shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party. Customer Personal Data Magnolia does not seek or require, and Customer shall use commercially reasonable efforts not to provide Magnolia with, access to (or the means to access) personal data for which the Customer is responsible (“Customer Personal Data”) (other than such personal data relating to Customer personnel that is obtained by Magnolia in the ordinary course of maintaining its business relationship with Customer). If Magnolia is nonetheless granted access to, or acquires the means to access, Customer Personal Data, and the Parties have not entered into a Data Processing Agreement pursuant to Section 15.2 then (i) Magnolia shall promptly notify Customer; and (ii) shall promptly and securely return all such Customer Personal Data as are in its possession or under its control to Customer, and Customer and Magnolia shall cooperate to terminate such access. Each Party shall comply with all applicable data protection laws. If Magnolia processes any Customer Personal Data on the Customer's behalf when performing its obligations under this Agreement, the Parties will enter into a Data Processing Agreement (Schedule 5) and to the extent required by the applicable data protection laws and regulations, into an agreement based on the EU standard contractual clauses (with adaptations to comply with Swiss law if necessary). Term and Termination This Agreement shall commence on the Effective Date and shall continue for the Initial Term and, thereafter, this Agreement shall be automatically renewed for successive fixed periods of twelve (12) months (each a “Renewal Period”), unless (a) either Party notifies the other Party of termination, in writing, at least sixty (60) days prior to the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this Agreement. Without affecting any other right or remedy available, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if (a) the other Party fails to pay any amount due under this Agreement on the Due Date for payment and remains in default no less than sixty (60) days after being notified in writing to make such payment; (b) the other Party commits a material breach of any other term of this Agreement and the breach incurred is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after the written request of the remediation efforts; (c) any step, application, order, proceeding or appointment is taken or made by or in respect of the other Party, for distress, execution, composition or arrangement with creditors, winding up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if the other Party is unable to pay its debts or if any event occurs which, under the applicable law of any jurisdiction to which it is subject, has an effect similar to that of any of the events referred to in this Section 15.2. Effects of Termination Upon termination of this Agreement, (i) the Magnolia Services and Licenses and any other rights granted to the Customer under this Agreement will terminate automatically and (ii) Customer shall immediately cease to use the Magnolia Software and any other IP Rights of Magnolia and shall, at its own expense, delete the Magnolia Software from its IT systems and destroy any copy thereof, except for a reasonable number of copies of the Magnolia Software and Documentation solely for archival purposes. During one year following the termination of this Agreement, the Customer shall not use Magnolia CMS Community Edition or a Trial Version for any purpose other than non-commercial research and/or testing. If the Customer, after termination of this Agreement, proceeds to use a Trial Version or Magnolia CMS Community Edition, this Agreement shall be automatically renewed for a period of one year. The provisions of this Agreement that by sense or content must remain in force after termination in order to achieve the intended purpose, shall survive the termination of this Agreement. The termination of this Agreement shall be without prejudice to the Parties’ accrued rights hereunder. Notices and Points of Contact Except as otherwise provided in this Agreement, each Party must provide notices, requests, and other communications to the other Party in writing by (a) certified mail, hand delivery or delivery by a reputable overnight carrier service (b) facsimile with receipt of a “transmission ok” acknowledgement, or (c) email with an acknowledgment of receipt by the other Party, in each case addressed to the contacts indicated on the cover page of this Agreement. Customers shall appoint a B-PoC and at least one S-PoC during the entire Subscription Term. If a License Key is required pursuant to the applicable license terms in Section 3, the Customer shall further appoint a L-PoC. The Customer shall, in written form, notify Magnolia of any change in the aforementioned points of contact without undue delay. Miscellaneous This Agreement (including any schedules and annexes) shall supersede all prior oral and written agreements, letters or other communications or understandings of the Parties relating hereto and shall constitute the entire agreement between the Parties. If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail. Neither Party may, or may purport to, assign, transfer, charge or otherwise deal with all or any of its rights or obligations under this Agreement in whole or in part, nor grant, declare, create or dispose of any right or interest in it without the prior written consent of the other Party which shall not be withheld without good reason. An amendment of any of the provisions of this Agreement is only valid in writing or in electronic form (such as Skribble, DocuSign or AdobeSign, or a form which contains an electronic scan of the signature) and if signed by each Party or the Parties’ authorized representatives. Any provision contained in this Agreement may only be waived by a document signed by the Party waiving such provision. Should any part or provision of this Agreement be held to be invalid or unenforceable by any competent arbitral tribunal, court, governmental or administrative authority having jurisdiction, the remaining provisions of this Agreement shall remain valid. In this case, Parties shall endeavor to negotiate a substitute provision that best reflects the economic intentions of the Parties which is enforceable, and shall execute all agreements and documents to the benefit of this Agreement. Magnolia may delegate or subcontract duties and/or obligations under this Agreement to third parties. If a third party, according to the terms and conditions of this Agreement, is allowed to use the Magnolia Software and/or the Magnolia Services, such third party shall not be entitled to enforce any rights or benefits of this Agreement against Magnolia. Schedule 1 – Definitions Unless otherwise specifically provided in this Agreement, the following terms shall have the following meanings: Admins: means those employees, agents and independent contractors of the Customer who are solely authorized to use the Cockpit which can be accessed as part of the Magnolia Services. Affiliate: means any legal entity or person which directly or indirectly exercises Control over another legal entity or person, or is under the Control of a legal entity or person, or is under the common Control of the same legal entity or person. Agreement: means this Master Services Agreement, all schedules, amendments, and any other attachments thereto. Authorized Users: means those employees, agents and independent contractors of the Customer who are authorized to use the Magnolia Services including Admins. Availability: means the uptime availability of the Platform not including the time during Maintenance Windows or Force Majeure Events. Availability Requirement means the target Availability, measured in a monthly average, to be met by the Platform, subject to the terms and conditions of this Agreement. B-PoC means the individual appointed by the Customer as the point of contact for billing. Best Efforts: means efforts which are commercially reasonable and may be reasonably expected by the Customer in accordance with industry standards. Business Day: means a day other than a Saturday, Sunday or public holiday in Switzerland when banks in the Canton where Magnolia has its registered office are open for business. Business Hours: means business hours: 9.00 am to 5.00 pm CET, each Business Day. [Time Zone] Certified Magnolia Partner: means a third party provider which is approved as a Magnolia Partner by Magnolia. Certified Stack means a specific configuration of IT-components defined and described by Magnolia that are working with Magnolia Software and the Jackrabbit repository. Such configurations will be identified by Magnolia upon request of the Customer. Furthermore, Magnolia may announce such Certified Stacks on its official internet platform http://www.magnolia-cms.com/. During this Agreement, Magnolia may change the composition of the Certified Stack (e.g. updated versions or change of software), provided that such change is necessary as a result of a third party provider’s cessation of its support for a component of the Certified Stack. Reference within this Agreement to a Certified Stack shall always be to the most current update or change of the Certified Stack. Cockpit: means an online application which is a part of the Magnolia Services and described in the Documentation under https://documentation.magnolia-cms.com/display/DOCS/Cockpit. Confidential Information: is defined within Section 12.1. Control: means the (beneficial) ownership of more than fifty-percent (50%) of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company. Customer Data: means the data inputted to the Platform and/or the Website by the Customer, Authorized Users, or Magnolia on the Customer's behalf for the purpose of using the Magnolia Services or facilitating the Customer's use of the Magnolia Services. Customer-Delivered Features means (i) features which the Customer uses instead of the features offered by Magnolia (as opted out from the Subscription Package) and (ii) the Frontend Hosting. Customer-Delivered Feature Requirements means the requirements specified by Magnolia in Schedule 3. Customized Magnolia Software means (i) an extension of the Magnolia Software and/or (ii) a Modified Version. Data Storage Space: means the available disk space for the content and its metadata per Instance. Disruption is defined within part A of the Service Level Agreement Documentation: means the documentation made available online to the Customer by Magnolia via https://docs.magnolia-cms.com/product-docs/Magnolia-Cloud.html or such other web address which are to be notified by Magnolia to the Customer from time to time which set out a description of the Magnolia Services and the user instructions for the Magnolia Services, as amended by Magnolia from time to time. Notwithstanding the aforementioned, Magnolia shall not amend the Documentation in a way which materially reduces the functionality and/or the features of the Magnolia Software, to the detriment of the Customer. Reference to Documentation within this Agreement shall always be to the most current update or change of the Documentation and with regard to Magnolia Software contained in the Subscription Package. Due Date: is the date defined within Section 7.2. Effective Date: is defined within the Key Terms. Emergency Situation Emergency situations have a critical business impact and affect the services the Customer is providing to its end customers. E.g., public instances on live environment are down or a critical security issue occurred, the Web Application does not respond, is down and not reachable Fallback Instance means a fall back instance which is automatically started up during a period of high load, traffic or other resource usage in the production environment running Magnolia Software. Feature Release means a Major Release other than an LTS Release. There may be multiple Feature Releases provided by Magnolia in between LTS Releases. Frontend Hosting means the hosting of the customers frontend on the Platform. Included Data Storage Space: is defined within the Subscription Package in the Key Terms. Included Traffic: is defined within the Subscription Package in the Key Terms. Initial Term: means the initial term of this Agreement as set out in the Key Terms. Instance: means an instance of the Magnolia Software (either an author or a public instance) as provided for in the Subscription Package. Intellectual Property Rights (IP Rights): means all patents, utility models, know-how, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks, business names and domain names, rights to designs, rights to computer software, database rights, rights to use, and all other intellectual property rights, in each case whether registered or unregistered. IP Infringement Claim is defined in Section 12.2. Key Terms: means the key terms of this Agreement as set out on the cover page(s) of this Agreement under “Key Terms” including but not limited to the Initial Term and the Effective Date, as amended from time to time. L-PoC means the individual, appointed by the Customer, who is exclusively entitled and responsible to receive License Key(s) for the Customer, if any. Licensed Instances means a specific number of instances, running on a physical server, virtual machine or cloud based service such as container, pod or in any other kind of package, on which Magnolia Software may be installed and run as specified in the Subscription Package. License Key means a string of characters enabling the usage of a Magnolia CMS Enterprise Edition. Light Dev Module: means a file and folder-based to define every Magnolia item which can be configured in YAML – such as apps, content types, templates, dialogs, themes, and others. It can also contain a lightweight YAML-based module descriptor and web resources such as css and javascript files. LTS Release means a long term supported Major Release of the Magnolia Software. Magnolia Product Features means the product features provided by Magnolia in accordance with the Agreement with the exception of Managed Search. Magnolia Service(s) means the Platform Service, the Platform Support and the Product Support and any other service contained in the Subscription Package. Magnolia Software: means the (online) software applications contained within the Subscription Package such as the DX Core and any additional Add-on Packs and/or feature, with the exclusion of Managed Search and any third party software. During this Agreement, Magnolia may provide new versions of the Software (including Minor and Major Releases) including new features and bug fixes. Maintenance Windows means the time during maintenance windows for the implementation of updates or upgrades of the Magnolia Software or other modifications and maintenance of the Platform and scheduled downtimes, all in accordance with this Agreement. Major and Minor Release: means any release of the Magnolia Software which is identified by a sequential increase in three-sequence identifiers of the Release number including LTS and Feature Releases. Main pattern for numbering the releases is major.major.minor, whereby any change in the two first numbers indicates a specific Major Release and any change of the last number identifies the Minor Release. As an example: in version 5.5.6, the first two numbers identify the Major Release (5.5) and the last number identifies the Minor Release (5.5.6). Managed Search hosting means the hosting of the customers Solr application on the Platform. Managed Services means the operation of the Platform by Magnolia as further described in the Subscription Package and the Service Level Agreement. Mean Time to Notify (MTTN) is defined within part A of the Service Level Agreement. Mean Time to Recovery (MTTR) is defined within part A of the Service Level Agreement. Modified Version is defined within Section 3.3. MTTR Service Credits is defined within part B of the Service Level Agreement. Non-Production Instance means an Instance which is not connected to any production environment and cannot be used to process data or content from Production Instances (e.g. developer or test computers/servers). Out-of-scope Services is defined within part A of the Service Level Agreement. Performance: means the performance of the Website during Availability. Performance Requirement: means the target Performance of the Website measured in a monthly average, subject to the terms and conditions of this Agreement. Platform: means the combination of processing, disk, network, software and other resources provided by Magnolia under this Agreement that together comprise a runnable and reasonably safe environment for the hosting of the Magnolia Software, as listed within the Subscription Package. Platform Availability Service Credits is defined with part B of the Service Level Agreement. Platform Service Access Point (PSAP) is defined within part A of the Service Level Agreement. Platform Services is defined within Section 2.1. Platform Support is defined within Section 2.2. Pre-Release Versions means Magnolia Software which is not (yet) officially released or tested. Pre-release Versions may contain bugs and cause errors. Customers may use Pre-release Versions under the terms and conditions of this Agreement for the Magnolia Software but are under no obligation to do so. Magnolia shall not be liable for any errors or damages resulting from use of such Pre-release Versions. Pre-release Versions are identified as such by Magnolia and are generally not included in official DX Core Releases. Production Instance means an Instance which runs Magnolia Software and processes production data. Product Support: means the services to maintain and support the Magnolia Software in its standard version, with the exclusion of issues particularly related to a specific project of the Customer. Quality Requirements means the (i) current Documentation, (ii) the Customer-Delivered Feature Requirements, (iv) Developer Requirements and (v) other best practice guidelines provided by Magnolia regarding the use of the Magnolia Services and/or the use, customization, adaptation, implementation and/or deployment of the Magnolia Software from time to time as defined in Section 2.5. The guidelines may also include Customer-specific requirements and recommendations resulting from incident reports, root cause analyses and other “post-mortem” information notified to the Customer by logs, alerts, e-mail or in writing. Renewal Period: means the period defined within Section 16.1. Repository Support means consultancy relating to the bringing of a corrupted repository back to a consistent state (e.g. data rescue because of a lack of proper backup or other repository malfunctions etc.). Response Time means the period of time starting with the Customer’s Support Request and as set forth in the applicable Service Level Agreement during which Magnolia will initiate support to the Customer. S-PoC(s) means the individual(s) appointed by the Customer who are, on behalf of the Customer, entitled to request Product Support and/or Repository Support pursuant to the applicable SLA. The total number of S-PoCs accepted by Magnolia is defined by the applicable Service Level. Second Level Domains: means the below the Top Level Domains in the domain name hierarchy are the Second Level Domains. These are the names directly to the left of .com, .net, or other Top Level Domains. As an example: in the domain magnolia-cms.com “magnolia-cms” is the Second Level Domain. Service Credits is defined within part B of the Service Level Agreement. Service Level Agreement or SLA means the service level agreement attached as a Schedule to this Agreement. Service Level means the service level as agreed upon within the Key Terms and described within the Service Level Agreement. Service Request is defined within part A of the Service Level Agreement. Service Unit(s) is defined in Section 2.1. Subscription Fees: means the subscription fees payable by the Customer to Magnolia for the Subscription Package. Subscription Package: means the subscription package purchased by the Customer as set out on the cover page of this Agreement under “Subscription Package” which contain the Magnolia Services ordered by the Customer with a specification of the Magnolia Product Features and may be restricted by Included Traffic, Included Data Storage Space, any additional Traffic and/or Data Storage packages, the number of concurrent Authorized Users, the number of Websites, software editions, number of Instances or Servers and the number of Admins. Subscription Term: means the Initial Term together with any subsequent Renewal Periods, if any. Support Request: means the Customer’s description in text form of an error comprised of the following: (i) detailed description of the system configuration; (ii) detailed description of the different operational steps that have been performed raising the support case; (iii) detailed description of the operation(s) that has/have not been performed properly by the Service; (iv) detailed description of such operation’s factual result; (v) description of the result expected by the Customer. Support Services is defined within Section 2.2. Top Level Domain: means the domain at the highest level in the hierarchical domain name system of the internet. For all domains in lower levels, it is the last part of the domain name, that is, the last label of a fully qualified domain name. As an example: in the domain name www.magnolia-cms.com, the Top Level Domain is “.com” (or “.COM”, as domain names are not case-sensitive). Traffic: means the amount of data that is transferred from the Customer’s Website(s) within the scope of the Magnolia Services to the visitors in consideration of the amount of Website views and requests of visitors. Traffic Requirement means the target amount of Traffic once public instance of the Website is able to handle during Availability measured on a monthly basis, subject to the terms and conditions of this Agreement. Traffic Spike: means any growth in Traffic higher than fifty (50%) within an hour compared to the average Traffic (not constituting itself a Traffic Spike) during the same hour in the previous week (e.g. the Traffic in an hour 1 pm to 2 pm on a Wednesday is compared to the Traffic in the hour between 1 pm and 2 pm on the Wednesday in the previous week). If a traffic spike occurs within the first week after go live and there is no comparable data, we monitor the traffic spike over the next few days and take action if needed. Trouble Ticket is defined within part A of the Service Level Agreement. Unplanned Traffic Spike: means any traffic spike which was not communicated to Magnolia by the Customer five (5) days in advance and/or was not explicitly accepted by Magnolia in advance. Virus: means anything or any device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. Website: means a website which is hosted on the Platform or another server and can be accessed under a domain consisting of one Top Level and one Second Level Domain. Further Second Level Domains referring to the identical Website via redirect or alternate server name alias are not considered as additional Second Level Domains for the purpose of this definition. Web Application means any application managed through the Cockpit, including but not limited to a Website. Schedule 2 – Service Level Agreement Introduction This SLA further specifies the Services to be provided by Magnolia under the Agreement and the terms and conditions and Service Levels applicable thereto. This SLA consists of three parts: (i) part (A) applicable to the Platform Services and the Support Services, (ii) part (B) applicable to the Platform Services and Platform Support only, and (iii) part (C) applicable to Product Support only. Part A: General Scope of this SLA In-scope This SLA shall further specify the requirements of (i) the use of the Platform Service and (ii) the Platform Support, all according to the relevant Service Levels stated below, and the regulation of any additional terms for the provision of the Support Services. The Platform Services and Platform Support shall include (i) the provision of the Platform to the Customer, (ii) maintaining the Platform Availability and Platform Performance, and (iii) measures to reestablish temporary unavailability or loss in performance, all as further specified below. Product Support is limited to (i) the provision of services to maintain and support the Magnolia Software in its standard version and (ii) analysis of Customer’s support requests regarding issues with the Customer’s Web Application in order to assess the root cause of the technical issue in accordance with the Agreement. If the analysis of the root cause of a technical issue (with the Customer’s Web Application), following the Analysis Protocol, reveals that the technical issue was caused by the Platform, Magnolia shall provide Platform Support and, upon request by the Customer, repeat the provision of the Magnolia Software in its standard version. If the failure is not caused by the Platform, Customer’s support request will be considered out-of-scope. Product Support further includes bug-fixing and other services required for the removal of a software error (including providing a work-around until the error may be permanently removed). Support Services are provided during the term of the Agreement and according to a specific Support Level (SL 1, SL 2, or SL 3) as agreed upon. If Magnolia cannot provide the Support Services on their own, Magnolia will use Best Efforts to find a workaround or working solution in cooperation with the Customer. Out-of-scope Support of Customer-Delivered Features, Customer’s Web Application or of Customized Software is excluded from Support Services. For the avoidance of doubt, neither the Platform Services nor any Product Support or Platform Support shall include the deployment and maintenance of Customer-Delivered Features, Customized Software included in the Customer’s Web Application on the Platform (unless otherwise agreed upon separately); furthermore, neither the Platform Services nor any Product Support include support services for the Customer’s Web Application or Customized Software. The services described in this paragraph (the “Out-of-scope Services”) are the sole responsibility of the Customer. Magnolia is neither responsible nor liable for any Out-of-scope Services, unless otherwise agreed upon between the parties in writing. Without limiting the foregoing, Magnolia shall not be liable in any way for Customer-Delivered Features, Customized Software, and for any third-party applications or external service integration delivered or introduced by the Customer. Furthermore, Magnolia shall not be liable for the functionality of extensions, customizations and/or third-party applications or service integrations and/or any other implication on the Magnolia Services in connection with any non-compliance of the Customer with the terms of the Agreements and, in particular, the Quality Requirements.. In any of the aforementioned scenarios, the results of such extensions, customizations or third-party integrations, including, e.g., security issues, malfunction of the Web Application, or outages, shall remain the sole responsibility of the Customer and the Customer shall remain solely liable for any damages incurred by such actions (extensions, customizations, third-party integrations, etc.) taken by the Customer (or a third-party on behalf of the Customer). Support Services Conditions Magnolia will solely provide Support Services under the following conditions: Magnolia shall provide Support Services on a Best Efforts basis under the terms and conditions of this SLA and in particular according to the chosen Service Level. Support Services shall be provided online only (via HelpDesk), except in cases of emergency (if covered by the agreed-upon Service Level (SL 1, SL 2, or SL 3). Requests for Support Services may only be submitted in English and by the Customer’s Support Point of Contact (S-POC). Upon analysis of the received Support Request, Magnolia will notify the Customer whether the request is covered by this SLA. If the Support Request is not covered, Magnolia has the right to refuse to provide Support Services. The Customer is able to reproduce the defect using a standard version of a release of the Magnolia Software, which is officially supported by Magnolia at that time, and operated within the Platform or in connection with an updated Certified Stack. Customized Versions, Pre-Release Versions, Magnolia CMS Community Editions or Trial Versions are excluded. Bug-fixes for the Cockpit and Magnolia Software are only provided via a new Release of the Cockpit and Magnolia Software by Magnolia or, upon Magnolia’s sole discretion, a change in the Platform. Magnolia reserves the right, at its sole discretion, to change the procedure for the reporting of support cases. Magnolia will inform the Customer accordingly. Magnolia may use the Customer Data for test purposes and in order to improve the Magnolia Services (e.g. to validate the upgrade process). Customer has adhered and adheres to the Quality Requirements. If the pre-flight checks were successful and the following metrics have been met Cache hit ratio above 85% The 95% quantile of the response time metric is more than 500 ms during load and performance testing Definitions Term Definition Platform Service Access Point (PSAP) The Platform Service Access Point is on the load balancer. Should a CDN be provisioned by Magnolia, the PSAP is on the CDN’s endpoint facing the internet. The availability guaranteed during each interval and its performance is defined below at “Platform Availability and Performance”. Disruption A disruption is defined as a complete or strong decrease in the agreed quality of the Platform Services. Service Request Issued request over Magnolia’s Help Desk (see below) to engage support services provided by Magnolia as further specified in this SLA. Trouble Ticket A Trouble Ticket is an electronically created Disruption alert, used to track the detection, reporting, and resolution of a technical issue. Mean Time to Notify (MTTN) In case of disaster (i.e., outage of Platform or majority of Platform) Magnolia will notify the Customer as soon as possible on a Best Efforts basis. Magnolia will reach out to the Customer within two (2) hours (average) to inform about the disaster and recovery efforts. Until the Platform is fully functional again, Magnolia will notify the Customer - if reachable - every two (2) hours to inform about the status of the recovery efforts. Mean Time to Recovery (MTTR) In case of a Disruption or incident, Magnolia tries to resolve the Disruption or incident within a certain time frame referred to as “Mean Time to Recovery”. It starts with the confirmation of the Disruption or incident (from Magnolia) and ends with the proof (data measurements) that the target of the respective Platform Service Level has been reestablished and the Customer informed. Support Channels Online Self-service / Support Channels Magnolia Documentation https://documentation.magnolia-cms.com/ Magnolia Community https://wiki.magnolia-cms.com Magnolia Support https://jira.magnolia-cms.com/secure/CreateIssue.jspa?pid=10210 Magnolia Help Desk https://mgnl.io/cloud-helpdesk HelpDesk Emergency (24x7x365) Global: +41 265 39 11 37 Phone Product Support during Business Hours 09:00-17:00 CET EMEA: +41 615 39 10 64 AMERICAS: +12 059 527 666 Emergencies Product (24x7x365) EMEA: +41 615 39 10 64 AMERICAS: +12 059 527 666 Magnolia Help Desk manages all four types of tickets. Questions and tasks are dealt with on a Best Efforts basis as they are iterative processes that also rely on the Customer’s response times. Additional Services Charges Subject to the terms and conditions of this SLA, Magnolia will provide additional services upon Customer instruction on a time and material cost basis, the following hourly rates shall apply: Solution Architect EUR 250 Frontend Expert EUR 250 Consultant EUR 250 Dev/Ops Expert EUR 330 Part B: Platform Support and Platform Services Platform Support HelpDesk Emergency (24x7x365) Global: +41 265 39 11 37 Service Level SL 1 SL 2 SL 3 Help Desk Availability of Help Desk anytime (24/7) X X X Reaction Times Reaction times during service hours for incidents and service disruptions (Part of MTTN) high: 2h medium: 4h other: 6h high: 1h medium: 2h other: 4h high: 1h medium: 2h other: 4h Reaction time during service hours for service & change request (Part of MTTN) max. 24h max. 24h max. 24h MTTR for incident and Disruption high: 4h medium: 6h other: 8h high: 2h other: 4h high: 2h other: 4h Emergency Protocol* 24/7/365 24/7/365 24/7/365 Maintenance times at Magnolia’s discretion, prior notification guaranteed *only executed after root cause analysis has led to no conclusion and a rollback done by the Customer has failed. The scope of the Emergency Protocol is limited to bringing the Customer’s Website back online. Magnolia is not liable for any loss of data or work caused by the execution of the protocol. Platform incident categorization in priorities with defined response: Priority Incidents / Events high Emergency situations with critical business impact; affects the services the Customer is providing to its end customers. E.g., public instances on live environment are down or a critical security issue occurred, the Web Application does not respond, is down and not reachable medium Significant business impact affects services to manage, administrate and operate the Web Application. E.g., Authorized users cannot login to Cockpit other Minor issues slightly impairing the service experience for which no workarounds are available E.g., standard administration or development advice request, small bugs, request to add new Admin to the system etc. Minor issues which do not cause a service disruption or do not significantly impair the Service experience and for which workarounds are available E.g., error cause inconveniences but workarounds are available Platform Services and Service Credits Availability and Performance The requirements for the Platform Availability and Platform Performance are agreed as follows: Metric Commitment Interval Measurement Platform Availability Requirement 99.8 % monthly Successful HTTP responses (no response code in 5xx excl. 503). Platform Performance Requirement < 200 milliseconds 95th percentile / month HTTP roundtrip between application and PSAP Services Credits Customers are entitled to receive service credits for Magnolia’s non-compliance with the Platform Availability Requirement and the Platform Performance Requirement as set out below in this section (all such service credits together the “Service Credits”). In the event of Magnolia’s non-compliance with the MTTR according to this SLA, Magnolia shall credit the Customer’s account by an amount equal to one-percent (1%) of the annual Subscription Fees in case of a Disruption or several Disruptions resulting from the same root cause (the “MTTR Service Credits”). In the event Magnolia does not meet the Platform Availability Requirement, the Customer shall be entitled to the following Service Credits (the “Platform Availability Service Credits”): ten percent (10%) of the portion of the Subscription Fees relating to that month for each zero-point-one percent (0.1%) (or portion thereof) by which Magnolia fails to meet the Platform Availability Requirement. Platform Availability Requirement (per month) Platform Availability Service Credit (total) 99.8% 0 99.7% 10% x (yearly Subscription Fee / 12) 99.6% 20% x (yearly Subscription Fee / 12) 99.5% (and less) 30% x (yearly Subscription Fee / 12) In case of a Disruption and Magnolia’s non-compliance with the Platform Availability Requirement during the same period of time, the Customer shall be only entitled to the Platform Availability Service Credits (i.e. no double compensation). If Magnolia does not meet any requirement according to this SLA, the Service Credits shall be the only compensation the Customer is entitled to, provided that the requirements for the respective Service Credits are met. To the extent permitted by law, Magnolia hereby excludes any and all further liability in this regard and Customer shall not be entitled to any additional claims, compensations and/or damages. If, three (3) months in a row, the Platform Availability Requirement and/or the Platform Performance Requirement are not met and/or Disruptions occur, this will be deemed a material breach by Magnolia according to Section 15.2 of the Agreement. Part C: Service Levels for Product Support Services Phone Product Support during Business Hours 09:00-17:00 CET EMEA: +41 615 39 10 64 AMERICAS: +12 059 527 666 Emergencies Product (24x7x365) EMEA: +41 615 39 10 64 AMERICAS: +12 059 527 666 Service Level SL 1 SL 2 SL 3 Service Hours Regular office hours 09:00–17:00 Mon–Fri CET (public holidays excluded) X X X Emergency hours 17:00–09:00 Mon–Fri CET (public holidays excluded) — X X Emergency hours 00:00–24:00 Sat–Sun CET (public holidays excluded) — — X Response time during service hours 4h 4h 4h Support Channel Ticket and Bug Track support X X X Regular Phone support during office hours, incidents/year (max 1h per incident) — 4 6 Emergency Phone support during emergency hours, incidents/year (max 1h per incident). The scope of the Emergency Phone support is limited to bringing the Customer’s Website back online. All issue solving activities will be conducted during the next regular office hours. — 6 6 Remote connection by support team X X X Registered Support Point-of-Contacts (S-PoC) 2 4 6 Bug Fixing for DX Core Patch (code fix on GIT) X X X Deploy snapshots—build binary (jar) X X X Guaranteed bug fix integration (after delivered and tested fix) — X X The scope of the Emergency Phone support is limited to bringing the Customer’s Website back online. All further measures required to solve the issue will be conducted during the next Office Hours. Questions and tasks shall be dealt with on a Best Efforts basis. SCHEDULE 3: Customer-Delivered Feature Requirements Brings own CDN Traffic If the Customer provides his own CDN the Customer needs to contractually agree on the amount of traffic with the CDN provider. In this case it is the Customer’s responsibility to ensure that the domain of the website hosted on the Platform points to the CDN and that caching rules are applied correctly. If the domain and caching is not applied correctly, traffic hits the magnolia cms directly, which can lead to outages. The Customer is responsible for the configuration of the CDN provided by the Customer and Magnolia assumes no responsibility if a website is down due to misconfiguration of the CDN provided by the Customer. Domain & Certificates Domains of the website(s) hosted on the Platform need to be registered by the Customer and added to the CDN provided by the Customer. Security WAF, OWASP & DDoS protection and mitigation is delivered by the customers within their own CDN features. Domain and Certification management The domain of the website hosted on the Platform needs to point to the CDN provided by the Customer and certificates need to be registered on such CDN as well. If a certificate for a specific domain is expiring the Customer is responsible for renewing the certificate. The Customer is aware that an expiring certificate leads to an outage of the public facing website. Magnolia assumes no responsibility if a website is down due to the expiration of a certificate. Brings own CI/CD If a Customer brings his own CI/CD pipeline, the Customer needs to apply the blueprints delivered by Magnolia. Further the Customer needs to make sure that there is a docker registry in place. If the blueprints are not applied correctly, pipelines and deployments will fail, therefore customers need to do troubleshooting and maintenance of the pipelines. The Customer is responsible for the configuration and maintenance of the CI/CD pipelines and Magnolia disclaims all liability if deployments are failing.