1. Parties

wyrd.io AG, a stock corporation formed under the laws of Switzerland, with company number CH-320.3.097.564-2 (“wyrd”, “we”, “our” or “us”), is the provider of the talent management software and related services (the “Services”) made available on wyrd.io (the “Website”) and app.wyrd.io (the “Application”).

These Terms of Service (the “Terms”) are made between (1) wyrd and (2) the entity that you represent (the “Customer”).

2. Acceptance of these ToS and scope of Services
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2.1. Acceptance of ToS. Customer
may enter into a contractual relationship with wyrd by signing an individual offer issued by us defining the scope of the Services granted (“Order Form”) and referencing these ToS (together “the Agreement").

2.2 Authority
wyrd offers the Services on a business-to-business basis only. By signing the Order Form or providing payment details in the customer account, the Customer representative has all necessary legal authority to enter into and fully perform the Agreement.

‍2.3 Scope
‍The subject matter of these ToS is the provision of the Services to the extent selected by Customer for the Term (as defined in the Order Form), together with the granting of rights required for this use in accordance with section 3 of the ToS.

2.4 Start date.
Customer may use the Services from the date indicated either (i) on the date specified in the applicable Order Form or (ii) if no such date is specified, the date You have added complete payment details to Customer account, or (iii) another date as agreed between the Parties (together each the “Effective Date”).
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3. Services provided by wyrd
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3.1. Right of use
For the entire duration of the Agreement, wyrd shall provide to Customer  a limited, non-exclusive, non-transferable right to access, use, and benefit from the portion of the wyrd Services as defined in the Order Form, in accordance with the provisions of the Agreement ("Right of use"). Customer is not entitled to further rights associated with the wyrd Services, such as ownership, copyright, patent, trademark, or other usage rights not explicitly granted under the Agreement.The wyrd Platform shall be operated by wyrd using the infrastructure of a trusted cloud hosting provider. Customer shall be responsible for the internet connection to access and use the wyrd Services and ensure that the hardware and software required for this purpose are in place (e.g., PC, network connection, browser).

Customer has no right to a copy and thus has no right to a backup copy of the source code of the wyrd Platform. All rights in the wyrd Services over and above the Right of Use defined under the Agreement remain entirely with wyrd.

3.2. Restrictions
Customer and Users shall not, directly or indirectly (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to operate the wyrd Platform or any software, Documentation or data related to the wyrd Services; (ii) access or use the wyrd Services for purposes of competitive analysis or development; (iii) copy, modify, translate, or create derivative works based on the specifications of the wyrd Platform (except to the extent expressly permitted by wyrd or authorized within the wyrd Services); (iv) remove, delete, alter, or obscure any proprietary notices or labels; (v) damage, disrupt, or impede the performance of the wyrd Services or of any Third-Party Products and Services in whole or in part; or (vi) bypass or breach any security devices or measures implemented by wyrd in connection with the performance of the wyrd Services.Customer shall exclusively use the wyrd Services for their internal business purpose. They shall be solely responsible for the accuracy, integrity, and legality of Customer Data and the use of the wyrd Platform by any User, including maintaining and updating Customer Data uploaded and available on the wyrd Platform. In particular, Customer shall be responsible that any User will (i) abstain from uploading, transmitting, supporting, storing, inciting, promoting, or otherwise making available on the wyrd Platform (a) any Customer Data that is or could reasonably be viewed as unlawful (including the infringement of third parties intellectual property rights), racist, hostile, violent, discriminatory (including relating to race, religion, sex, sexual orientation, age, disability, ancestry or national origin), harmful, harassing, defamatory, vulgar, obscene or otherwise objectionable, (b) any Customer Data which contains libelous material, harmful code, software viruses, worms, Trojan horses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of the wyrd Services, or (c) any Sensitive Personal Data and; (ii) not share User’s login credentials among Customer Personnel. If any User breaches the terms of this section, wyrd shall have the right to immediately remove the respective User’s Customer Data and/or suspend the User’s account

3.3. Operations
wyrd shall take appropriate measures in accordance with the industry standards for similar products and services to make it possible for the Users to use the wyrd Services as interruption-free as possible. wyrd cannot guarantee the availability of the wyrd Services at all times and the absence of any other disruptions and interruptions to the functioning of the wyrd Platform but shall perform the wyrd Services in accordance with the applicable Service Level Package. Customer shall notify wyrd of any disruptions to the wyrd Platform without delay and provide information and details regarding the circumstances of the issue. wyrd shall remedy such disruption in accordance with the resolution time in the applicable Service Level Package. wyrd is entitled to circumvent the disruption to the wyrd Platform by means of a workaround solution if the cause of the disruption itself is only to be remedied with inappropriate expenses and the usability of the wyrd Services under this workaround solution is not significantly negatively affected.

Customer acknowledges and agrees that in the course of the Agreement, wyrd may contact Customer or its Users to participate in research and development activities, including but not limited to using the feedback on current and future functionalities of the wyrd Services in an aggregate and anonymous form. Customer and Users may provide feedback to wyrd about the wyrd Services (e.g., technical support input, suggestions, or enhancement requests) and generate usage analytics (e.g., non-identifiable technical data and metadata from the usage of the wyrd Services). wyrd shall have the right to use any suggestion, enhancement request, recommendation, idea, or other feedback provided by Customer or its Users and compile statistical and other information related to the performance, operation, and use of the wyrd Services for (i) security and operations management; (ii) the improvement of the wyrd Services; and (iii) research and development purposes or other business purposes. Customer assigns to wyrd all right, title, and interest to the feedback and any ideas or suggestions contained in it.
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4. Fees and payment terms
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4.1. Fees and invoicing
For the use of the wyrd Services during the entire duration of the Agreement, Customer shall owe wyrd the Fees, which shall be paid in advance in accordance with the terms of the Agreement. Customer shall provide wyrd with complete and accurate billing contact information, including a valid email address. wyrd’s invoices shall be due for payment with a payment term of twenty (20) days strictly net from the invoice date, except for Fees subject to a reasonable and good faith dispute. Unless otherwise specified in the Order Form, all Fees are non-refundable and no refunds shall be issued for Customer’s partial use or non-use of the wyrd Services. wyrd reserves the right to adjust the prices of the applicable Fees at the beginning of each Extension Period.

4.2. Payment default
Customer shall be in default after the expiration of this payment term. wyrd is entitled to apply a default interest rate in the amount of five percent (5 %) p.a. calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law.Except for Fees subject to a reasonable and good faith dispute, if an invoice remains unpaid for more than twenty (20) days after the expiry of the payment term and wyrd has provided at least ten (10) days' written notice to Customer, wyrd may suspend access to the wyrd Platform until such payment deficiency is resolved and/or extraordinarily terminate the Agreement pursuant to section 13.2 ("Extraordinary Termination"), without liability to Customer. wyrd shall promptly restore access once the reason for default ceases. The non-payment of the Fees constitutes a material breach of the Agreement; thus, the remedial measures outlined in this section shall not be interpreted as constituting a limitation of Customer’s liability under the Agreement.

4.3. Taxes
The Fees do not include any taxes, such as local, state, provincial, federal, or foreign taxes, withholding taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes, or similar taxes (collectively "Taxes"). If applicable, Customer is responsible for all Taxes other than any taxes imposed on wyrd’s income.

If Customer is based in Switzerland, the value-added tax will be paid by wyrd directly to the competent authority. Therefore, in such a case, Customer shall pay the amount corresponding to the value-added tax to wyrd. If the Customer is based outside Switzerland, and if applicable, the reverse charge mechanism shall apply with regard to the value-added tax.

5. Intellectual property
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5.1. Intellectual property of Customer
Customer shall own and retain all right, title, and interest in and to Customer Data uploaded into the wyrd Platform, as well as any other Customer Data created or developed in connection with the use of the wyrd Platform by Customer and its Users. For the entire duration of the Agreement, Customer grants wyrd a non-exclusive, worldwide, royalty-free, non-transferable, irrevocable right to use Customer Data as necessary or useful to enforce its rights under the Agreement and to perform the wyrd Services and all related obligations, including but not limited to (i) delivering, monitoring, enhancing, and improving the wyrd Services in accordance with this Agreement or where required or authorised by law, and (ii) delivering and providing customer support services.This section shall survive any termination or expiration of the Agreement.

5.2. Intellectual property of wyrd
wyrd shall own and retain all right, title, and interest, including, any intellectual property rights, without limitation, in and to (i) the wyrd Services; (ii) any software, applications, inventions, or other technology developed in connection with wyrd Services; (iii) the name, logo or other marks of wyrd ("wyrd Marks"); (iv) all Documentation; and (v) all modifications, enhancements, improvements, derivative works, and upgrades related to any of the foregoing. For the avoidance of doubt, the intellectual property of wyrd shall not include any Customer Data.Customer agrees that it will not use or register any mark, business name, domain name, or social media account name which incorporates in whole or in part the wyrd Marks.This section shall survive any termination or expiration of the Agreement.
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6. Data protection

Both Parties acknowledge and commit that the use and processing of Customer Data that contain personal data ("Customer Personal Data") are in accordance with any relevant applicable data protection law, including but not limited to the Federal Act on Data Protection ("FADP") and the EU General Data Protection Regulation ("GDPR").

wyrd shall process Customer Personal Data solely on behalf of and according to the instructions of Customer exclusively to fulfill its contractual obligations to provide the wyrd Services and shall not sell any Customer Personal Data to third parties. Customer Personal Data is handled in accordance with wyrd's Privacy Policy (wyrd.io/privacy). Customer remains responsible for the lawfulness of the collection, processing, and use of Customer Personal Data in accordance with any applicable data protection law.

7. Publicity
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For the entire duration of the Agreement, Customer grants wyrd permission to use Customer's name and logo for marketing and sales purposes in accordance with Customer’s brand guidelines. wyrd shall only use Customer’s name and logo for its own marketing and sales activities and will under no circumstances sell Customer Data to third parties for their marketing purposes. Any further reference rights agreed between Customer and wyrd shall be specified in the Agreement.

8. Indemnification

8.1. Customer’s indemnification
Customer shall defend, indemnify, and hold harmless wyrd, its employees, and sub-contractors against any and all damages, losses, liabilities, settlements, and expenses (including without limitation legal expenses and attorneys’ fees) suffered or incurred in connection with any third-party claim or action that might arise from (i) the unlawful use of the wyrd Services by Customer and/or, with the consent of Customer, by third parties; (ii) any actual or alleged breach of data protection laws or intellectual property rights by Customer; or (iii) other legal disputes associated with the use of the wyrd Services by Customer  contrary to the Permitted Use or in breach of the terms of the Agreement. In the assertion of relevant third-party claims associated with any of the above-mentioned indemnification obligations ("Claims"), wyrd shall notify Customer in writing without delay and shall give Customer reasonable assistance and the opportunity to assume sole control over defense and settlement of the same. In the event wyrd determines or reasonably suspects that a Claim may be well grounded, wyrd is entitled, in its sole discretion, to suspend access to the wyrd Platform for Customer and its Users with prior written notice (email sufficing). wyrd will restore access to the wyrd Platform immediately after the Claim has been resolved or the grounds for suspicion have ceased to exist. Any compensation claims against and liability of wyrd asserted by Customer as a result of the suspension of the wyrd Platform are excluded.

8.2. wyrd's indemnification
wyrd shall defend, indemnify, and hold harmless Customer from liability to third parties resulting from the misappropriation of any trade secret or infringement by the wyrd Services of any intellectual property right, including but not limited to any patent or any copyright, provided wyrd is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. wyrd will not be responsible for any settlement it does not approve in writing.The foregoing obligations shall not apply with respect to portions or components of the wyrd Services (i) not supplied directly by wyrd, including but not limited to any Third-Party Products and Services; (ii) made in whole or in part in accordance with Customer specifications; (iii) modified by Customer, Customer’s Affiliate or Customer’s Personnel after delivery by wyrd; (iv) where Customer fails to cease any activity in violation of the provisions of the Agreement or applicable law after being notified thereof or after being informed of reasonable modifications that would have avoided a violation; If the wyrd Services are held by a court of competent jurisdiction to be or are believed by wyrd to be infringing, wyrd may, at its option and expense (i) replace or modify the wyrd Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (ii) obtain for Customer a license to continue using the wyrd Service; or (iii) if neither of the foregoing is commercially practicable, terminate the Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused Fees for the wyrd Service.

9. Liability
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Notwithstanding anything to the contrary, wyrd, and sub-contractors shall not be responsible or liable with respect to any subject matter of the Agreement under any contract, negligence, strict liability, or other theory (i) for error or interruption of use or for any loss, alteration, destruction, damage, corruption, or recovery of Customer Data; (ii) for any indirect, exemplary, incidental, punitive, special or consequential damages, including but not limited to cost of procurement of substitute goods, services or technology or loss of business; (iii) for damages caused by Force Majeure; or (iv) for any amounts that, together with amounts associated with all other claims, exceed the agreed amount of the Fee paid or payable by Customer in the previous twelve (12) months since the first claim arose, in each case, whether or not wyrd has been advised of the possibility of such damages.

The exclusions and limitations set forth above shall not apply to any claim, damages, or other liabilities arising out of or related to the death and/or personal injury of a person, fraud, gross negligence, and/or willful misconduct.

10. Warranties
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10.1. wyrd's warranties
wyrd warrants that:
- it has the right and authority to enter into and to carry out the obligations contemplated in the Agreement.
- wyrd either owns or has all rights, title, and interest to the wyrd Services.
- upon delivery of the wyrd Platform, wyrd will not knowingly introduce any virus, worm, back door, Trojan horse, time bombs, software locks, or similar harmful, destructive, or disruptive code and follow industry standards to prevent the introduction of the aforementioned into the wyrd Platform.
- during the entire duration of the Agreement, wyrd will maintain the insurance coverage in accordance with these ToCs.

Except as set forth above, the wyrd Services are provided “as is”. wyrd makes no other warranties, expressed or implied, and hereby disclaims all implied warranties, including any warranty of merchantability, fitness for a particular purpose, as well as any warranty of the wyrd Platform with specific hardware, software, and browser compatibility, and that the wyrd Platform will remain free of any virus, worm, back door, Trojan horse, time bombs, software locks, or similar harmful, destructive, or disruptive code, or will run interruption or error-free. The wyrd Services do not replace the need for Customer to maintain regular data backups or redundant data archives. wyrd also makes no representation or warranties of any kind for Third-Party Products and Services.

10.2. Customer's warranties
Customer warrants that:
- it has the right and authority to enter into and perform its obligations under the Agreement.
- during the entire duration of the Agreement, Customer, including its Affiliates and Customer’s Personnel, will comply with the obligations under the Agreement and will not use the wyrd Services other than in compliance with the Permitted Use.
- Customer Data does not and will not misappropriate, or otherwise violate any intellectual property right or other rights of any third party.
- at the time of entering into the Agreement, Customer is not insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver (or other insolvency practitioner), petition for winding-up, or exercise any other rights over or against its asset.
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11. Insurance
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During the term of the Agreement, wyrd shall maintain sufficient insurance coverage to meet its obligations towards Customer and the governing law. wyrd will maintain the insurance policy at its sole cost and expense. This insurance coverage shall at least encompass a worker’s compensation liability coverage, comprehensive general liability coverage, including contractual liability for bodily injury, including death and property damage, and professional liability coverage.

Neither the existence of nor the assent by Customer to the types or limits of insurance carried by wyrd shall be deemed as a waiver or release of wyrd’s liability or obligations under the Agreement.

12. Term and Termination
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12.1. Term and ordinary termination
The Agreement is concluded for the Basic Period set forth between wyrd and Customer. It shall thereafter extend automatically for subsequent terms (each an Extension Period) unless a Party gives notice of termination to the other Party no later than sixty (30) days before the expiration of the Basic Period or an Extension Period. The termination shall become effective on the first calendar day following the expiration of the Basic Period or an Extension Period.

12.2. Extraordinary termination
Either Party may extraordinarily terminate the Agreement for good cause at any time and with immediate effect. Good cause entitling a Party to extraordinary termination shall include:
- if a Party materially breaches its contractual obligations insofar as the breach was not cured by the breaching Party within twenty (20) days following the prior written warning by the other Party;
- if insolvency proceedings are instituted against the other Party;
- or for wyrd, if Customer defaults on the payment of Fees and the Fees are not paid within thirty (30) days after written notice by wyrd.

13.3. Customer data at the end of the agreement
After expiration of the Agreement and upon written request by Customer, wyrd shall provide to Customer a copy of Customer Data on a customary data carrier or by electronic transfer in a format agreed between Customer and wyrd.

Ninety (90) days after the effective date of the expiration of the Agreement or upon Customer's request already prior to this date, wyrd shall delete all Customer Data except as otherwise required under statutory retention obligations.

wyrd is not obligated to provide Customer Data to Customer in deviation to these provisions (in particular relating to time, format, or migration). Any deviating provision of Customer Data shall require the prior written consent of wyrd as well as separate remuneration by Customer.

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14. Confidentiality
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As used herein, "Confidential Information" means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include, but is not limited to, Customer Data, the wyrd Services, the terms and conditions of the Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, business processes, workshop content and any other information expressly referenced as confidential in these ToS. However, Confidential Information shall not include any information that (i) was publicly available at the time of disclosure or that becomes publicly available other than by a breach of this provision by Receiving Party; (ii) was previously known by Receiving Party without access to the Confidential Information; (iii) Receiving Party rightfully obtains from a third party without restrictions on use and disclosure; (iv) is independently developed by Receiving Party without the use of the Confidential Information; or (v) is released from confidentiality by prior written consent of Disclosing Party.

Receiving Party shall maintain the confidential nature of the Confidential Information by taking at least the same degree of care that it uses to protect the confidentiality of its own Confidential Information from unauthorised use, access, and disclosure, but in no event less than reasonable care. Receiving Party may disclose the Confidential Information to its own employees or the employees of its Affiliates, independent contractors, or sub-contractors only on a need-to-know basis and only to the extent they are under confidentiality obligations no less stringent than those contained in this section. If Receiving Party is compelled by law, or a judicial, government, or agency order to disclose Confidential Information, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and shall comply with any applicable protective order or equivalent that applies to such disclosure.

Receiving Party shall be liable to Disclosing Party for any breach of Receiving Party’s confidentiality obligations and for any breach by any person or entity to whom Receiving Party is permitted to disclose the Confidential Information. The Parties agree that remedies at law might be inadequate to protect Disclosing Party in the event of any actual or threatened breach of the provisions of this Agreement and that Disclosing Party shall be entitled to equitable relief, including in the form of injunctions and orders for specific performance (in each case, without the proof of actual damages), in addition to all other remedies available to Disclosing Party at law or in equity as a remedy for any such breach or threatened breach.

This section replaces and supersedes any confidentiality agreement entered into and between the Parties previously to the signature of the Agreement. The confidentiality obligations in this section shall continue to endure even after termination of the contractual relationship to the extent there is justified interest therein.


15. Final provisions
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15.1. Offsetting and assignments of claims
‍The offsetting of each Party’s claims against the other Party’s counterclaims shall require the prior written consent of both Parties. Any deduction or set-off of any payment of the Fees by Customer is expressly prohibited.

Except as explicitly provided in the Agreement, Customer is not entitled, to assign any of its rights or obligations hereunder to third parties, in whole or in part, including to any Affiliates.

15.2. Place of performance
‍The place of performance shall be the registered office of wyrd in St. Gallen, Switzerland.

15.3. Severability clause
‍Should single provisions of the Agreement be invalid or incomplete or should performance be impossible, this shall not negatively affect the validity of the remaining provisions of the Agreement. Invalid provisions shall be replaced by an admissible, valid provision that is as close as possible to the content of the original in terms of its intent.
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15.4. Miscellaneous
The Agreement, its attachments (e.g. Order Form), any amendments, and supplements, as well as all side and subsequent agreements, shall be set out in writing and signed by both Parties to be valid. These formal requirements may only be waived by means of a written agreement.The Parties agree that signatures sent by electronic means (scanned and sent via e-mail or signed by electronic signature service) shall be deemed original signatures. The Parties consent to conducting business via electronic transactions and recognise the validity, enforceability, and admissibility of any electronic signature created in connection with this Agreement.

The Customer acknowledges and agrees that wyrd might from time to time update these ToS. wyrd will make reasonable efforts to notify Customer of such updates before their entry into force. Any updated version of the ToS shall replace the prior version and be binding upon the Parties from the beginning of the following applicable Extension Period.

16. Applicable law and place of jurisdiction
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The contractual relationship between wyrd and Customer, including the Agreement, is governed by the laws of Switzerland, under the exclusion of its conflict of law provisions and any national or international treaties or agreements legally valid at the time of entry into force of the Agreement or a dispute (e.g., United Nations Convention on Contracts for the International Sale of Goods (CISG) or the Hague Convention on Purchases).
In the event of any differences of opinion in connection with the contractual relationship between Customer and wyrd, including the Agreement, the Parties agree to make efforts to settle the dispute by amicable means in good faith. If despite the joint efforts of the Parties, no agreement can be made by amicable means, the place of jurisdiction for all disputes, differences of opinion, or claims arising from or in connection with the contractual relationship between wyrd and Customer, including its validity, invalidity, violation, or dissolution, shall exclusively be the courts of St. Gallen, Switzerland. Irrespective thereof, wyrd is entitled to sue Customer at its general place of jurisdiction.

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