Terms & Conditions as of April 1st, 2021

Cloudfarms Customer Referral Campaign

1. Scope

1.1. These terms & conditions govern the Cloudfarms ApS (Horsens, Denmark) and Cloudfarms a.s. (Bratislava, Slovakia) („Cloudfarms“) Customer Referral Campaign (“Campaign”) which allows participating customers in Denmark to refer the Cloudfarms pig management system for sows software module (“Cloudfarms Software”) to potential new customers in Denmark who are not a current customer of Cloudfarms and have not been a customer previously (“Potential Customers”). By participating in the Campaign you (“You” or “Customer”) agree to these terms & conditions.

1.2. The Campaign is open exclusively for existing customers with a paid subscription of the Cloudfarms Software. The Campaign is not open for affiliates or employees of Cloudfarms. Both the Customer and the Potential Customers being referred must have their place of business in Denmark.

1.3. The Campaign is limited until 31 December 2021. Referrals which were made until that date by the Potential Customer activating the link will still be considered, even if the subscription is concluded with the new Customer after that date.

1.4. The Campaign is offered by Cloudfarms at its discretion. Cloudfarms is entitled at any time to amend or end the Campaign. This shall not affect commission (see Sec. 3) which was already earned by the Customer at the time of the cancellation. In case of a cancellation or amendments to the Campaign, the terms at the time the commission would become due apply, even if the referral occurred before the amendment or cancellation. Cloudfarms shall announce amendments or a cancellation of the Campaign via the Cloudfarms Software.

2. The Campaign

2.1. The purpose of the Campaign is to provide an incentive for existing customers of the Cloudfarms Software to refer the Cloudfarms Software to Potential Customers who have not yet subscribed to the Cloudfarms Software. The Campaign only applies to the Cloudfarms pig management system for sows software module and not to other modules.

2.2. In order to participate in the Campaign, the Customer is invited to fill out and submit the form provided within the Cloudfarms Software. Cloudfarms will then create a custom link with which Cloudfarms can identify the Customer in case of referrals. The link will be made available to the Customer and can be passed on by the Customer to Potential Customers electronically.

2.3. When a Potential Customer activates the link, the Potential Customer will be routed to an application site where the Potential Customer can complete an application form to request a demo of the Cloudfarms Software from the Cloudfarms support team. At the same time, Cloudfarms will be informed that the Potential Customer was referred to Cloudfarms by the Customer.

3. Commission

3.1. In the event that the Potential Customer subscribes to the Cloudfarms Software on a paid subscription within six (6) months after the link was activated by such Potential Customer, the Customer shall receive a commission (“Commission”) for the referral.

3.2. The Commission consists of a voucher for the Customer which grants a discount to his own paid subscription of the Cloudfarms Software. The discount shall be calculated as follows: Customer gets a one-time discount on his yearly subscription of the Cloudfarms Software. The one-time discount granted to the Customer is calculated as follows: three Danish Krones (3 DKK) for each booked sow under the Potential Customer’s initial subscription which the Potential Customer concluded within six (6) months after the link was activated by such Potential Customer. The one-time discount granted to the Customer is described by the formula [One-time discount to Customer] = 3 DKK x [Number of booked sows under the Potential Customer’s initial subscription]. The Commission cannot be greater than the subscription fee of the Customer for the Cloudfarms Software for the period which follows the period in which Cloudfarms receives payment by the Potential Customer.

3.3. Subscription to the Cloudfarms software on a free test account does not qualify for Commission. Upgrades from an existing Cloudfarms account or the ordering of additional services also do not qualify for Commission. Commission is further not due if the Customer passed on a link to a Potential Customer and the Potential Customer subscribes to the Cloudfarms Software at any point in time without activating the link, thus without informing Cloudfarms of the referral or if the subscription with the Potential Customer is concluded more than six (6) months after the referral link was activated by such Potential Customer.

3.4. The Commission shall become due as soon as the Potential Customer pays its subscription. The discount shall apply to the subscription period of the Customer which follows the period in which Cloudfarms receives payment by the Potential Customer.

3.5. The Commission for multiple Potential Customers referred by the Customer will be added until the combined discounts reach the yearly subscription fee of the Customer for Cloudfarms Software.

3.6. The Commission shall not be due if the subscription to the Cloudfarms Software by the Potential Customer is contested or deemed invalid from the outset. The Commission is however due if the subscription is cancelled.

3.7. There is no guarantee that the Potential Customer will subscribe to the Cloudfarms Software and the Customer does not have any claims if no subscription is concluded.

3.8. The Commission is not transferrable or convertible. In particular, the Commission will not be paid out in cash. In the event that the Customer does not renew his subscription or cancels his subscription so that the voucher cannot be redeemed, the Commission is forfeited.

4. Referrals

4.1. The Customer shall observe the applicable laws at his own responsibility. The Customer shall: (i) ensure that he has obtained prior consent of any Potential Customer before contacting such Potential Customer and passing on the link; (ii) not randomly pass on the link, especially to private consumers or person who have obviously no interest in the Cloudfarms Software; (iii) not make false representations about the Cloudfarms Software; (iv) be open about the fact that the Customer is receiving a commission in the event the Potential Customer subscribes to the Cloudfarms Software; (v) not apply pressure or otherwise coerce Potential Customers to subscribe to the Cloudfarms Software against their will; (vi) not act as or pretend to be an affiliate or representative of Cloudfarms; (vii) not conspire with other parties with the intent of wrongly claiming Commission; (vii) not in other ways act contrary to applicable laws in connection with the Campaign.

4.2. Cloudfarms shall not be responsible for the conduct of the Customer with respect to referrals. Customer shall indemnify and hold harmless Cloudfarms, its directors, employees and agents against any claims, costs or damages resulting from claims by third parties or authoritative actions resulting from the conduct of Customer, including reasonable legal fees.

5. Liability

5.1. Cloudfarms shall be liable for damages – irrespective of the legal grounds – within the scope of culpability in the event of intent and gross negligence. In the event of a simple negligent breach of material contractual obligations (obligations the fulfilment of which is a prerequisite for the proper performance of the contract and the observance of which the contractual partner regularly relies on and may rely on), Cloudfarm’s liability shall, however, be limited to compensation for typical, foreseeable damage; in the event of a simple negligent breach of non-material contractual obligations, Cloudfarm’s liability shall be excluded.

5.2. The limitations of liability according to the preceding paragraph shall not apply

a) in the case of damage resulting from injury to life, limb or health due to a negligent breach of duty by Cloudfarms or an intentional or negligent breach of duty by a legal representative or vicarious agent of Cloudfarms,

b) insofar as Cloudfarms has fraudulently concealed a defect,

c) insofar as Cloudfarms has assumed a guarantee for the quality of a Product,

d) for claims under the Product Liability Act.

6. Miscellaneous

6.1. Claims or rights under the Campaign are not transferrable without the prior written consent of Cloudfarms.

6.2. The contractual relationship shall be governed by the laws of Switzerland without reference to any rules of conflict of laws and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980.

6.3. Any dispute, controversy or claim arising out of, or in relation to, this Agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one. The seat of the arbitration shall be Zurich, Switzerland. The arbitral proceedings shall be conducted in English language.

6.4. If any provision of this agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this agreement will remain in effect. The parties shall replace the void provision by a provision which has, to extent possible, the same economic effect as the clause to be replaced.