General Terms and Conditions of Business
‍BLUE SHIELD SECURITY GMBH (FN 444120v)

1.1. These Terms of Use/Service (hereinafter referredto as TOS) apply to all business relationships between BLUE SHIELD Security GmbH, Kornstraße 7A, 4060 Leonding, Austria (hereinafter referred to as BLUESHIELD) and the CLIENT and are the basis for legal transactions, offers,the provision of products of any kind and of other SERVICES by BLUE SHIELD.
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1.2. BLUE SHIELD provides its services exclusively on the basis of these TOS, so that deviating conditions, such as those posed by the CLIENT, are automatically rejected by BLUE SHIELD. The present TOS apply to all business relationships, including future ones, even if they are no longer specifically referred to in individual cases. Any use of a SERVICE of BLUESHIELD is prohibited without the unconditional consent to these TOS.
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1.3. A “CLIENT” is a person or company that makes use of the services of BLUE SHIELD Security GmbH against payment or for no charge. BLUE SHIELD provides its SERVICES exclusively to entrepreneurs within the meaning of §1 paragraph 2 KSchG. The CLIENT declares to enter into the business relationship with BLUE SHIELD as an entrepreneur in the operation of their business and to use the service only as such.
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1.4. The person accepting these TOS onbehalf of a legal entity or other company declares and, by accepting these TOS,guarantees that they:
a)  havefull legal authority to bind the Subject Company to these TOS
b)  haveread and understood these TOS
c)  agreeto these TOS on behalf of the represented company and thus form the basis    of the business relationship with BLUE SHIELD.

2.1. BLUE SHIELD provides its CLIENTS with paid or unpaid domain name system (DNS)-related online services (SERVICE), other related or unrelated IT support, services and consulting services, and delivers self-developed or third-party developed SOFTWARE PRODUCTS (SERVICES,SOFTWARE PRODUCTS and other services collectively referred to as SERVICES).
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2.2. The creation or maintenance of the personnel, technical or economic conditions for the proper use of the SERVICES by theCLIENT is not part of the services to be provided by BLUE SHIELD. The CLIENT must ensure this on their own.
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2.3. BLUE SHIELD is entitled to modify, update or improve SERVICES. BLUE SHIELD also makes use of third-party services (e.g. use of third-party software or databases) in the provision of the SERVICES and is free to replace these third parties or their services with other providers or other services without further notice. Resulting changes - whether of an optical, technical or other nature - do not entitle the CLIENT to terminate the contract, unless a related significant disadvantage for the CLIENT is proven.

3.1. Offers made by BLUE SHIELD or one of its sales partners are subject to change. The CLIENT is thus invited without obligation to submit an offer to conclude a contract (ORDER) to BLUE SHIELD or its sales partner. The CLIENT remains bound by this ORDER for 14 days.
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3.2. A contract with BLUESHIELD is legally binding as listed below, whereby in each case the customer also expressly or conclusively accepts these TOS:
a)  Formal acceptance of an ORDER by BLUE SHIELD,
b)  Start of service provision by BLUE SHIELD based on an ORDER,
c)  Purchase of a software/service package from an authorized distributor of BLUE SHIELD, in which at least one SERVICE of BLUE SHIELD is included as agreed,
d)  lawful acquisition of a SERVICE or SOFTWARE PRODUCT from an authorized third party,
e)  downloading or installing an applicable BLUE SHIELD SOFTWARE PRODUCT, or by
f) commencement of use of any BLUE SHIELD SERVICE, regardless of the manner in which such use occurs.

4.1. BLUE SHIELD has the right to unilaterally change, modify, supplement or update the present TOS (REVISION). For this purpose, BLUESHIELD shall inform the CLIENT of the REVISION at least 1 (one) month in advance by e-mail, letter, notification on the CLIENT'S account management page(dashboard) and/or by publication on BLUE SHIELD'S homepage
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4.2. If a significant CHANGE is made that has a noticeable effect on the existing business relationship, the affected CLIENT has the right to file an objection with BLUE SHIELD within 1 (one) month of first becoming aware of the change. In the event of a timely objection, the REVISION shall remain out of consideration for the affected business relationship until the expiration of the respective current contract term, unless BLUE SHIELD terminates the contract affected by the objection in accordance with Section 10.1.5. In this case, the OVERRIDING shall remain out of consideration until the expiry of the notice period.

5.1 In order to purchase, use or access certain SERVICES, a valid Blue Shield account is required. The user name and password for the account are the responsibility of the CLIENT and must be treated confidentially. The CLIENT is obligated to take special care in keeping the access data secret and is liable for all activities taking place under the account that are not demonstrably attributable to BLUE SHIELD.

6.1. Types of SERVICES
BLUE SHIELD generally offers its SERVICES against payment. Exceptionally, if expressly agreed, SERVICES can also be provided free of charge for a limited period of time (free TRIAL PERIOD). The SERVICES can be obtained from BLUE SHIELD itself, a BLUE SHIELD representative or an authorized sales partner.

BLUE SHIELD will make every effort to constantly provide the SERVICES as agreed. A completely error-free or uninterrupted SERVICE or SOFTWARE PRODUCT cannot be guaranteed for technical reasons. Accordingly, an annual average availability of 99% (ninety-nine percent) of the SERVICES or SOFTWARE PRODUCTS is agreed to be owed. Planned maintenance work that leads to necessary downtime shall be deemed available if it has been communicated at least 48 (forty-eight) hours in advance and does not last longer than 48 (forty-eight) hours.

The use of the BLUE SHIELD SERVICES may only take place within the scope of these TOS, the terms of use/service applicable to the respective SERVICE and the individual agreement deviating therefrom. Any use deviating from this is strictly prohibited.

6.2 Granting of Licenses
Upon conclusion of the contract, BLUE SHIELD grants the CLIENT the non-transferable, non-sublicensable and non-exclusive right to use the corresponding SERVICE and/or the SOFTWARE PRODUCT including the associated documentation only to the extent agreed.
This applies:
a) for the duration of the applicable license period of the SERVICE / the SOFTWARE PRODUCT or the free TRIAL PERIOD;
b) for the number of licenses purchased; and
c) only for the agreed number of user seats (SEAT), locations (LOCATION) and/or customer access points (AP(s)).

6.3 Partner NFR licenses
BLUE SHIELD may offer Not-For-Resale Licenses (NFR Licenses) to Authorized BLUE SHIELD Distributors. The term of these NFR Licenses will be set forth in a click-to-accept agreement or other terms and conditions provided by BLUE SHIELD and executed by the Authorized BLUE SHIELD Distributor.

6.4 Free TRIAL PERIOD
BLUE SHIELD reserves the right to provide CLIENTS with SERVICES and SOFTWARE PRODUCTS free of charge for testing purposes for a limited period of time on an exceptional and one-time basis. Unless otherwise specified in the individual agreement, this TRIAL PERIOD shall be 1 month from the first use of services. If the TRIAL PERIOD is not terminated by the CLIENT or BLUE SHIELD in due time (see section 10.2.), it shall automatically be converted into a chargeable service provision based on these TOS.

7.1. The CLIENT acknowledges and agrees that the SERVICES and other services (e.g. SOFTWARE PRODUCTS) provided by BLUE SHIELD constitute valuable assets, proprietary information and intellectual property of BLUE SHIELD and its licensors, including third parties. BLUE SHIELD or its licensors are entitled to all intellectual property rights, in particular copyrights and patent rights, to the agreed SERVICES including associated documentation, and the CLIENT is granted temporary rights of use only to the extent absolutely necessary and only if expressly agreed.
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7.2. If the CLIENT is provided with a service, in particular a program, whose rights holder is a third party, the granting of any rights of use shall be governed by the license provisions of the respective rights holder.

8.1. For the provision of the SERVICES by BLUE SHIELD, the customer owes corresponding fees payable to BLUE SHIELD, except during a free TRIAL PERIOD. Subject to a stipulation in the individual agreement, an appropriate fee based on the fee usually charged by BLUE SHIELD shall be agreed upon. It is irrelevant if the actual use falls short of the agreed scope of services. An increase in use and the associated unilateral extension of the license by the CLIENT shall result in a corresponding additional charge.
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8.2. BLUE SHIELD will issue an invoice to the CLIENT at the beginning of the contractual term and after the beginning of each renewal term.
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8.3. All amounts owed hereunder are net in EURO(unless otherwise stated) and are due for payment without charges or deductions immediately upon receipt of the invoice. Payment shall be made by irrevocable credit to the bank account of BLUE SHIELD within 30 (thirty) days.
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8.4. In the event of delayed payment, BLUE SHIELD is entitled to charge reminder fees in the amount of a flat rate of € 40.00 plusVAT for the preparation of a reminder as well as interest on arrears in the amount of 9.2% (nine-point-two percent) above the respective base interest rate (§ 456 UGB). BLUE SHIELD expressly reserves the right to assert appropriate extra judicial or judicial enforcement and collection measures.
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8.5. In the event of default, BLUE SHIELD reserves the right, after prior notice and setting a 14-day grace period, to temporarily suspend performance until all overdue amounts have been paid or - without prejudice to BLUE SHIELD'S claims for damages - to withdraw from the contract entirely. Reference is made to the possibility of a functional failure (item10.5.).
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8.6. The CLIENT is not entitled to assert rights of retention or to set off counterclaims unless BLUE SHIELD has expressly acknowledged such counterclaims in writing or they have been established by a legally binding execution title (e.g. court judgment).

9.1 The term of the contract is 3 (three) years, unless expressly agreed otherwise in writing in the individual agreement.

9.2 The original or already extended contract term for the relevant service provided under the continuing obligation shall be automatically extended by a further extension period (PERIOD), unless one of the Parties objects to the contract extension in writing no later than 3 (three) months before the end of the respective term.

9.3 Conditions of extension
The term of the PERIOD shall be equal to the term of the currently expiring Contract, but shall be at least 1 (one) year. The fee for the PERIOD corresponds to the current prices for the corresponding SERVICES of BLUE SHIELD in the 6th (sixth) month before the end of the respective term. Applicable are the TOS of BLUE SHIELD in the version current in the 6th (sixth) month before the end of the respective term. The other conditions correspond to those of the currently expiring contract.

10.1. Ordinary / Extraordinary Termination
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10.1.1. The ordinary termination of the contracts is ruled out for both parties, unless otherwise agreed.
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10.1.2. For good cause, the contractual relationship may be terminated in writing at any time by the respective party concerned after fruitlessly setting a reasonable, at least 14 (fourteen) day grace period for improvement, with immediate effect (extraordinary termination).
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10.1.3. An important reason that entitles BLUE SHIELD to extraordinary termination is - beyond the violation of essential contractual provisions by the CLIENT - the circumstance that fundamental changes in the applicable legal or technical standards occur through no fault of BLUE SHIELD and it becomes unreasonable for BLUE SHIELD to provide the SERVICES as agreed or a case of force majeure occurs that prevents BLUE SHIELD from providing the services.
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10.1.4. If the agreed fee is not paid on time, BLUE SHIELD is entitled to terminate the contract and cease its SERVICES, subject to a reasonable grace period of 14 days.

10.1.5. If the CLIENT objects to the changes to these TOS in accordance with item 4, BLUE SHIELD has the right to terminate the business relationship within 3 (three) months of becoming aware of the objection, subject to a 3 (three) month notice period to the last day of the month.
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10.2. Termination of a free trial
A free TRIAL PERIOD may, notwithstanding clause 10.1, be terminated at any time up to the last day of the TRIAL PERIOD without cause by either party with immediate effect by written notice. Any liability for the premature termination of the TRIAL PERIOD is mutually excluded.
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10.3. Suspension
BLUE SHIELD reserves the right to suspend performance in whole or in part if deemed appropriate due to actual or suspected violations of this Agreement, or if BLUE SHIELD reasonably concludes that a Service is being used for illegal (including but not limited to intellectual property infringing) activities, is being used outside the scope of the license (e.g.: used for more seats, locations, or APs than agreed upon), or is otherwise causing immediate, substantial, and continuing harm to BLUE SHIELD or third parties. CLIENT agrees that BLUE SHIELD shall not be liable to CLIENT or any third party for any suspension of performance under the circumstances described in this section.

10.4. Handover obligation
The CLIENT must return all documentation, SOFTWARE PRODUCTS, devices or other physical objects as well as duplicates provided to the CLIENT by BLUE SHIELD or a sales partner to BLUE SHIELD within 14 (fourteen) days after termination of the contract without being requested to do so. A right of retention is ruled out.
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10.5. Functional failure of the CLIENT’S DNS-related system
The CLIENT acknowledges that the discontinuation of the SERVICES by BLUE SHIELD - in particular the domain name system (DNS)-related online service (SERVICE) - may result in a complete functional failure of the CLIENT'S Internet-related system for technical reasons. BLUE SHIELD shall be indemnified in this regard. The CLIENT shall ensure that the grace period granted in conjunction with the violation of a contractual obligation (item 10.1.2.) is used for improvement and at the same time that appropriate precautions are taken by the CLIENT for the discontinuation of the SERVICES. In the event that the CLIENT does not make an improvement within the granted grace period, the CLIENT shall be granted an additional period of 7 (seven) days to make arrangements for the discontinuation of the SERVICE exclusively upon written request of the CLIENT to BLUE SHIELD.

11.1 Unless and until otherwise expressly agreed in writing with BLUE SHIELD or permitted by relevant statutory provisions, the CLIENT shall refrain from the following:

a) downloading, using, installing, modifying, displaying, reproducing, distributing or disclosing the SERVICE or SOFTWARE PRODUCTS (even if merged with other materials as a compilation);
b) using the SERVICES for any unlawful, infringing, defamatory or fraudulent purpose;
c) interfering with the use of the SERVICE by other authorized users or attempt to render any BLUE SHIELD service unusable;
d) selling, licensing, renting, leasing or otherwise transferring the SERVICE or any SOFTWARE PRODUCT (in whole or in part) to any third party;
e) to rename the SERVICE or to set up or mirror the SERVICE or a SOFTWARE PRODUCT on another server or terminal device;
f) publishing the results of benchmark tests concerning the performance of the SERVICE;
g) translating, reverse engineering, decompiling, disassembling or creating derivative works based on the SERVICE or the SOFTWARE PRODUCT;
h) using the SERVICE or SOFTWARE PRODUCTS for the benefit of third parties (e.g., in an ASP, managed security services, outsourcing, time-sharing, or service bureau relationship) or providing user authentication information and/or password to them;
i) Removing, altering or concealing any copyright notices, proprietary notices, labels, logos or trademarks on the SERVICE or SOFTWARE PRODUCT;
j) Disabling or circumventing any access control, authentication process or security procedure established with respect to the SERVICE or SOFTWARE PRODUCT;
k) collecting information or content from the website through which the SERVICE is provided, in particular by using automated means.

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11.2. In particular, the CLIENT is obligated to:
a) ascertain the suitability of the SERVICE and the SOFTWARE PRODUCTS for its specific purposes;
b) create the necessary hardware and software environment for the use of the SOFTWARE PRODUCTS and SERVICES;
c) observe and strictly comply with the operating instructions and directives of BLUE SHIELD;
d) immediately notify BLUE SHIELD in writing of any faults that occur and to support it in the search for and elimination of faults within the scope of what is reasonable. This includes, in particular, submitting written defect reports to BLUE SHIELD, naming a knowledgeable employee with sufficient authority, providing requested information and logs, and, if necessary, granting access to the affected IT system;
e) perform regular, if possible daily, data backups and properly maintain and service the hardware and software environment.

12.1. Warranty limitations
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12.1.1. Due to the constant development of new techniques for penetrating and attacking files, networks and endpoints, BLUE SHIELD cannot guarantee that the SERVICE or SOFTWARE PRODUCTS will provide absolute security. BLUE SHIELD warrants that the SERVICES are free of defects and usable according to the state of the art at the time of performance, without satisfying all conceivable application conditions. The warranty is essentially limited to successful adaptation of the implemented IT security measures. BLUE SHIELD therefore specifically does not warrant that the SERVICE or the SOFTWARE PRODUCTS will protect the CLIENT'S files, networks or your endpoints from any malware, viruses or malicious attacks by third parties.
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12.1.2. BLUE SHIELD does not provide any warranty for malfunctions, errors or damage resulting from incorrect installation, improper use, modified hardware or software components, interfaces, parameters, use of incompatible or defective data carriers. Any warranty is void if changes are made by the CLIENT or third parties to the CLIENT'S system without consultation and prior compatibility testing by BLUE SHIELD.
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12.1.3. If the SERVICES of BLUE SHIELD are defective, the CLIENT is obligated to inform BLUE SHIELD immediately in writing. BLUE SHIELD shall remedy any defects found in the SERVICES within a reasonable period of time and free of charge. If an improvement has still not been made after 20 (twenty) working days, the CLIENT has the right to withdraw from the contract to the extent that defective SERVICES are affected and these defects are material. If the defects are not substantial, the CLIENT shall only be entitled to a reasonable price reduction.
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12.1.4. The presumption of defectiveness according to § 924 ABGB is excluded by mutual agreement of the parties.
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12.1.5. The period of limitation for warranty claims on movable property is shortened to 1 (one) year in a departure from § 933 ABGB.
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12.2. Liability limitations

12.2.1. BLUE SHIELD is liable for property damage and financial loss exclusively in the event of gross negligence or intent on the part of BLUE SHIELD or its vicarious agents. Liability for property damage and financial loss caused by gross negligence is limited to a total of 1/6 (one sixth) of the agreed fee; liability for property damage and financial loss caused intentionally is unlimited. BLUE SHIELD'S liability is also limited to foreseeable damages.
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12.2.2. Excluded from liability are cases of force majeure and restrictions/interruptions of use during maintenance, further development, updating or troubleshooting measures. BLUE SHIELD is also not liable if the malfunction occurs with the software or hardware environment or in the area of the Internet (provider, network problems, etc.). The CLIENT therefore expressly has no claim to uninterrupted accessibility of the SERVICES to be provided by BLUE SHIELD at all times.
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12.2.3. Compensation for indirect, consequential or incidental damages, in particular also consequential damages caused by defects, pure financial losses, lost profits and damages of third parties is ruled out.
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12.2.4. The responsibility for sufficient data backup lies with the CLIENT. BLUE SHIELD is not liable for the loss of data and information to the extent that it could have been restored through daily proper state-of-the-art data backup.
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12.2.5. The limitation periods of claims for compensation against BLUE SHIELD shall each be reduced to 1/3 (one third) of the statutory limitation period.

13.1. The SERVICE and SOFTWARE PRODUCTS are subject to export control laws and regulations. The CLIENT shall comply with these laws and regulations for the use, export, re-export and transfer of the SERVICE and SOFTWARE PRODUCT, as well as any required permits, authorizations or licenses, and shall indemnify BLUE SHIELD in this regard. In particular, the CLIENT is prohibited from using or having used the SERVICES of BLUE SHIELD from a country boycotted by the European Union.
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13.2. BLUE SHIELD may disclose information about the use of the SERVICE if required to do so pursuant to a valid order of a court or governmental authority. In this case, BLUE SHIELD will notify the CLIENT in writing of the obligation so that CLIENT may attempt to object to or limit the disclosure unless applicable law prohibits the notice.

The CLIENT agrees that BLUE SHIELD may use the business relationship entered into with the CLIENT for advertising purposes and name the CLIENT as a reference customer. BLUE SHIELD is therefore granted the non-transferable, non-sublicensable and non-exclusive right for the duration of the business relationship and 2 (two) years thereafter to use the name, logo and any other company mark of the CLIENT in order to publicly announce worldwide on the website of BLUE SHIELD, on the Internet, in print media or through other advertising media that BLUE SHIELD has been commissioned by the specific CLIENT to provide SERVICES. The CLIENT waives any remuneration for this, however, no costs may be incurred by the CLIENT as a result.

15.1. Any disposition of rights and obligations arising from the contractual relationship between BLUE SHIELD and the CLIENT, in particular the transfer of licenses, requires the prior written consent of BLUE SHIELD in order to be valid. The lawful transfer or disposal requires in any case that BLUE SHIELD is informed of this in advance and that all rights and obligations arising from this contractual relationship are transferred to the legal successor.
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15.2. Notifications from BLUE SHIELD to the CLIENT, such as general information, invoices, receipts, contract amendments, etc., shall be sent by mail or e-mail to the address last disclosed to BLUE SHIELD, by making them available via the CLIENT'S account management page or by posting them on BLUE SHIELD'S website. Notifications from the CLIENT to BLUE SHIELD shall be sent to office@blue-shield.at or to BLUE SHIELD'S business address as shown in the Company Register. The CLIENT bears the risk of delivery.
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15.3. The place of service is the registered office of BLUE SHIELD.
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15.4. Austrian law shall apply exclusively, whereby the applicability of the UN Convention on Contracts for the International Sale of Goods and the international reference standards are excluded. The exclusive place of jurisdiction for disputes arising from a contract concluded on the basis of these TOS, including disputes regarding its existence or non-existence, as well as disputes arising from its termination, shall be the competent court for Leonding. BLUE SHIELD shall have the exclusive right to choose the court with subject-matter jurisdiction for the CLIENT'S registered office instead of the court with subject-matter jurisdiction in Linz.
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15.5. In the event of a conflict, the contents of the following contractual bases shall take precedence over each other in order of appearance:
1. written individual agreement
2. special terms of use applicable to the specific SERVICE/SOFTWARE PRODUCT
3. the present TOS
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15.6. Amendments or supplements to the contract or further agreements must be made in writing to be valid. This also applies to the cancellation of this formal requirement. Should individual provisions of these TOS be or become wholly or partially void, invalid, voidable, unenforceable or incomplete, the remaining provisions shall remain unaffected. Ineffective provisions shall be replaced, by mutual agreement, with ones that come as close as possible to the desired economic conditions.
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Leonding, 19.11.2020