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Addendum E

Governing Law, Jurisdiction and Geo-Specific Terms

EMEA

Germany, Austria and Switzerland (“DACH”). If Customer’s geographic address on an Order is in DACH, the following terms apply:

  • Governing Law and Venue (Germany and Austria). The Agreement shall be governed by and construed in accordance with the laws of Germany without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction and venue of Munich, Germany.
  • Governing Law and Venue (Switzerland). The Agreement shall be governed by and construed in accordance with the laws of Switzerland without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction and venue of Zürich, Switzerland.
  • Clarification under Section 3 (Restrictions on Use). The reproduction of the source code for the Software or any relevant portion of the Hosted Services, or a reverse engineering of the object code or any translation of the form of software, is only allowed as far as required under mandatory law, in particular transposition of the EU Directive 2009/24/EC, and only provided that the following conditions are met: (i) the mentioned acts are performed by the Customer or by another person having a right to use a copy of the Software or use the Hosted Services, as applicable, or on their behalf by a person authorized to do so; (ii) the information necessary to achieve interoperability has not previously been readily available to the persons referred to in the foregoing subsection (i); (iii) these acts are confined to the parts of the Software or Hosted Services, as applicable, which are necessary to achieve interoperability; and (iv) the code obtained by these acts must not be used for any goals other than to achieve the interoperability of the independently created computer program and not be given to others, except when necessary for the interoperability of the independently created computer program.
  • Clarification on warranty period under Section 6 (Disclaimer of Warranties). In the event Customer has any warranty rights under the Agreement or statutory law, the warranty period shall be twelve months.
  • The Limitation of Liability clause in Section 9 (Limitation of Liability) is replaced with the following:
    1. Sitecore is liable to Customer for losses and other damages without limitation to the extent such losses or damages arise out of (i) the infringement of life, limb or health or (ii) are based on intentional or negligent breach of duties by Sitecore or its statutory representatives or vicarious agents.
    2. For losses and other damages based on a breach of duty involving slight negligence (leicht fahrlässige Pflichtverletzung) by Sitecore or its legal representatives or vicarious agents, Sitecore is liable only in cases where a material duty is breached, which fulfillment is required for the proper ordinary performance of the entire Agreement which the Customer can and should regularly rely on. Liability for breach of such a material contractual duty involving slight negligence (leicht fahrlässige Pflichtverletzung) shall be limited to the typical, foreseeable losses and damages, as of the Effective Date. The limitations under this Section 9(b) do not apply to the circumstances set out in Section 9(a)(i).
    3. The parties agree that Sitecore’s liability as described in Section 9(b) based on a breach of duty involving slight negligence will be limited to the amount individually negotiated by the parties and set forth in the applicable Order.
    4. The limitations on liability agreed in Section 9(b) shall also apply for the benefit of Sitecore's statutory representatives and vicarious agents.
    5. The limitations of liability stipulated in Section 9(b) shall not apply to losses and damages:
      1. based upon a defect in quality or title fraudulently concealed by Sitecore; or
      2. based upon the violation of an explicit guarantee (garantierte Beschaffenheit) made by Sitecore for the respective quality.
    6. Any further liability of Sitecore for compensatory damages pursuant to the German Product Liability Act, the Austrian Product Liability Act or Swiss Product Liability Act, as applicable, shall remain unaffected by the limitations on liability agreed herein.
  • Software Warranty in Section 2(a) of Addendum B is replaced with the following: the Software provided to Customer under an Order will comply with the Documentation during the Subscription Term. The Software shall be deemed to be free of any defect in quality if the Software, upon delivery to Customer, complies with the technical specifications in the respective Documentation (“Agreed Quality”). In the event any such Software does not operate according to the Documentation, Customer will provide notice of such defects as incidents pursuant to the terms of the maintenance and Support program and Sitecore shall provide the Support as set forth in the Support program to resolve the defect of the Software or to provide a workaround (but where Customer shall, at no cost to Sitecore, assist Sitecore to a reasonable extent in the detection and correction of defects and in particular, Customer shall provide Sitecore with a sufficient description of the reported defect and describe the respective circumstances under which the reported defect arose).

United Kingdom. If Customer’s geographic address on an Order is in the United Kingdom, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of England and Wales without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction and venue of London, England.

Ireland. If Customer’s geographic address on an Order is in Ireland, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of Ireland without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction and venue of Dublin, Ireland.

Belgium and Luxembourg. If Customer’s geographic address on an Order is in Belgium or Luxembourg, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of Belgium without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction and venue of Brussels, Belgium.

Netherlands. If Customer’s geographic address on an Order is in the Netherlands, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of the Netherlands without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction and venue of Amsterdam, the Netherlands.

France. If Customer’s geographic address on an Order is in France, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of France without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction and venue of Paris, France.

Italy. If Customer’s geographic address on an Order is in Italy, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of Italy without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction and venue of Milan, Italy.

Greece. If Customer’s geographic address on an Order is in Greece or Cyprus, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of Greece without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction and venue of Athens, Greece.

Spain and Portugal. If Customer’s geographic address on an Order is in Spain or Portugal, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of Spain without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction and venue of Madrid, Spain.

Sweden and Finland. If Customer’s geographic address on an Order is in Sweden or Finland, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of Sweden without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction and venue of Stockholm, Sweden.

Denmark, Norway and Rest of Europe. If Customer’s geographic address on an Order is in Denmark, Norway or European countries not covered by other geo-specific terms, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with Danish law without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction of the Maritime and Commercial Court (Sø- og Handelsretten), or secondarily Copenhagen City Court.

United Arab Emirates

United Arab Emirates (government). If Customer’s geographic address on an Order is in the United Arab Emirates and Customer is an UAE government entity, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates as applicable in Abu Dhabi. The ADGM Courts have exclusive jurisdiction to settle any dispute arising from or connected with the Agreement. The parties irrevocably submit to the jurisdiction of the ADGM Courts and waive any objection they may have to any Dispute being heard in the ADGM Courts on the grounds that it is an inconvenient forum (forum non conveniens). For the purposes of this Section, “ADGM Courts” means the Abu Dhabi Global Market Court of First Instance and Court of Appeal as established by Federal Decree No. 15 of 2013.

United Arab Emirates (non-government Dubai). If Customer’s geographic address on an Order is in Dubai, United Arab Emirates, and Customer is not an UAE government entity, the following terms apply

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (“DIFC- LCIA”). Any dispute, claim, difference, or controversy arising out of or in connection with the Agreement shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA (the “Rules”), which Rules are deemed to be incorporated by reference into this Section. The arbitral tribunal shall consist of one arbitrator. Within fifteen (15) days from the receipt by the DIFC-LCIA registrar of the response to the request for arbitration, the parties shall jointly nominate the arbitrator. In the event the parties fail to nominate the arbitrator within the aforementioned time limit, the LCIA Court shall, at the written request of the claimant(s) or respondent(s), make such appointment forthwith. The seat, or legal place of arbitration, shall be the Dubai International Financial Centre. The language used in the arbitral proceedings shall be English. For the purposes of arbitration pursuant to this Section, the parties waive any right to refer points of law or to appeal DIFC Courts or any other UAE courts and the arbitration award given by the arbitration tribunal shall remain final. For the purposes of this Section, “DIFC Courts” means the DIFC Court of First Instance and the DIFC Court of Appeal, as established under Article 3 of Dubai Law No. 12 of 2004 and pursuant to Dubai Law No. 9 of 2004.

United Arab Emirates (non-government Abu Dhabi). If Customer’s geographic address on an Order is in Abu Dhabi, United Arab Emirates, and Customer is not an UAE government entity, the following terms apply:

  • Governing Law and Venue.This Agreement shall be governed by and construed in accordance with the laws of the Abu Dhabi Global Market. The ADGM Courts have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement. The parties irrevocably submit to the jurisdiction of the ADGM Courts and waive any objection they may have to any Dispute being heard in the ADGM Courts on the grounds that it is an inconvenient forum (forum non conveniens). For the purposes of this Section, “ADGM Courts” means the Abu Dhabi Global Market Court of First Instance and Court of Appeal as established by Federal Decree No. 15 of 2013.

KSA and Rest of MEA. If Customer’s geographic address on an Order is in the Kingdom of Saudi Arabia or a Middle Eastern country or African country not covered by other geo-specific terms, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of England and Wales, without recourse to its conflict of laws principles. Any dispute arising under the Agreement shall be finally settled by arbitration conducted in accordance with the Arbitration Rules of the London Court of International Arbitration (LCIA) (the “Rules”), which Rules are deemed to be incorporated by reference into this clause, by one arbitrator appointed in accordance with such Rules. All arbitration proceedings shall be conducted in the English language and shall take place at in London, England. The arbitrator's award shall be the exclusive remedy between the parties regarding any claims, counterclaims, issues, or accountings presented or pled to the arbitrator; will be promptly paid free of any tax, deduction, or offset; and any costs, fees, or taxes incident to enforcing the award will, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The award issued by the arbitrator shall be final and binding upon the parties and judgment upon the award of the arbitration may be entered in the court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award or an order of enforcement, and the parties submit themselves to the jurisdiction of any such competent jurisdiction for the entry and enforcement of the award. Notwithstanding the foregoing, nothing in the arbitration clause shall prohibit a party from seeking interim measures from a competent court.

AMS

US, Mexico and South America. If Customer’s geographic address on an Order is in the US, Mexico or South America, the following terms apply:

  • Governing Law and Venue. The Agreement and any dispute, claim, action, suit, or proceeding arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of California without recourse to its conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the federal court for the Northern District of California located in San Francisco, California (or, if the federal court does not have jurisdiction over the action, then in the appropriate California state court located in San Francisco County, California) for the purpose of any action arising out of or relating to the Agreement brought by any party hereto.

Canada. If Customer’s geographic address on an Order is in Canada, the following terms apply:

  • Governing Law and Venue. The Agreement and any dispute, claim, action, suit, or proceeding arising out of or in connection with it shall be governed by and construed in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein, without recourse to its conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the courts of the Province of Ontario, in Toronto, Ontario, for the purpose of any action arising out of or relating to the Agreement brought by any party hereto.
  • Language. The parties have required that the Agreement and all documents and notices relating to the Agreement to be drawn up in the English language. Les parties aux présentes ont exigé que le présent Contrat et tous les autres documents ou avis afférents aux présents soient rédigés en langue anglaise.

APJ

Australia. If Customer’s geographic address on an Order is in Australia, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia, without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction of the courts of New South Wales.

New Zealand. If Customer’s geographic address on an Order is in New Zealand, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of New Zealand without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction of the courts of New Zealand.

Japan. If Customer’s geographic address on an Order is in Japan, the following terms apply:

  • Governing Law and Venue. Disputes or claims arising out of or in connection with this Agreement shall be governed by Japanese law. Disputes or claims that are not settled amicably shall be subject to the exclusive jurisdiction of the Tokyo District Court of Japan as the court of the first instance.

    本支払契約追加文書から またはこれに関連して生じた紛争または請求は、日本法に準拠するものとします。友好的に解決できない紛争または請求は、第一審について東京地方裁判所の専属的管轄により解決されるものとします

India. If Customer’s geographic address on an Order is in India, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of India without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction of the courts of New Delhi, India.

Malaysia. If Customer’s geographic address on an Order is in Malaysia, the following terms apply:

  • Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of Malaysia without recourse to its conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction of the courts of Malaysia.

Singapore and Rest of Asia Pacific. If Customer’s geographic address on an Order is in Singapore or any Asia Pacific country not covered by other geo-specific terms, the following terms apply:

  • Governing Law and Arbitration. The Agreement shall be governed by and construed in accordance with the laws of Singapore without recourse to its conflict of laws principles. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the “Rules”) for the time being in force, which Rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of a single arbitrator and the seat of the arbitration shall be Singapore.The language of the arbitration shall be English.