[{"id":"fecb471c-c5ad-4b07-853f-3be619cba9fd","order":1,"text":"SOFTWARE AS A SERVICE AND SOFTWARE LICENSE AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"d8ba8aa2-957f-4d5a-b0ec-e8a2fda8f337","order":2,"text":"This Software as a Service and Software License Agreement (this \"Agreement\") is made and entered into as of [Effective date] (the \"Effective Date\") by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"9f3ed5a9-fa3b-4156-95ab-a3bb45a317a1","order":3,"text":"[Provider legal name], a corporation organized and existing under the laws of the State of [State], having its principal place of business at [Full address] (the \"Provider\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"4bc68166-e6ab-4751-bd7d-2b37ddd84985","order":4,"text":"[Customer legal name], a corporation organized and existing under the laws of the State of [State], having its principal place of business at [Full address] (the \"Customer\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"374a7ccf-18bc-4912-b33c-b685523c9d20","order":5,"text":"Provider and Customer are referred to in this Agreement individually as a \"Party\" and collectively as the \"Parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5cd1c9e4-6dbd-4de2-bc55-fe2e6472b381","order":6,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true},{"id":"1d8deaa0-5009-45b6-ad49-0df4f9f04078","order":7,"text":"WHEREAS, Provider develops, licenses, supplies and supports the software product commercially known as [Product name], together with its Documentation and related services;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"40cc4ea0-1f18-432a-964e-fdc62bf5d5e1","order":8,"text":"WHEREAS, the Software is more particularly described as follows: [Short description of the software and its principal functions];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e819e96e-0839-400c-9312-c9b8be48918e","order":9,"text":"WHEREAS, Customer wishes to obtain, and Provider is willing to grant, the right to use the Software on the terms and subject to the conditions set out in this Agreement;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9b495ad5-ca4e-4861-99ba-2887f7f6f4c3","order":10,"text":"WHEREAS, each Party has had the opportunity to review this Agreement and to seek independent legal advice with respect to its terms;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4a5a951e-a6da-45f3-ad0d-6fdb083c7b71","order":11,"text":"NOW, THEREFORE, in consideration of the mutual covenants and promises set out below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"6dfe5297-8ee1-4fb1-9eab-4fe1ef9312b0","order":12,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S01"},{"id":"ad2d02a9-9aae-4fac-a3bc-15909c804887","order":13,"text":"In this Agreement, including its recitals and Exhibit A, the following capitalized terms have the meanings given to them below. Other capitalized terms have the meanings given to them where they are first defined in the body of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7b073cb0-b783-482b-b53c-9a38b4bfd4e2","order":14,"text":"\"Affiliate\" means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where \"control\" means the ownership of more than fifty percent (50%) of the voting securities of, or the power to direct the management and policies of, that entity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8d32da54-8a88-4a3f-aa27-a05e701fd891","order":15,"text":"\"Authorized User\" means an individual employee, contractor or agent of Customer or of a Customer Affiliate who is authorized by Customer to access and use the Software and to whom unique access credentials have been issued.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"26454ce6-9a14-4fa1-ba38-7879cc2e5901","order":16,"text":"\"Customer Data\" means all data, content, files, records and materials that Customer or any Authorized User submits to, stores in, transmits through, or generates by means of the Software, including any Personal Information contained in that data, but excluding Usage Data.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"97d5380d-62c8-4c96-b77d-b5e944e29966","order":17,"text":"\"Documentation\" means the user guides, technical specifications, operating manuals and online help files for the Software that Provider makes generally available to its customers, as updated from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"25021aaf-b40c-4717-98d6-ed8374dd238a","order":18,"text":"\"Fees\" means the subscription fees, license fees, support fees, professional services fees and all other amounts payable by Customer under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6eac1d19-2e56-45f0-919c-43647427acb5","order":19,"text":"\"Order Details\" means the commercial particulars of the Parties' order set out in Exhibit A, which forms an integral part of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0fadcfc3-2342-4bd3-94c4-bc68f3f2beb9","order":20,"text":"\"Personal Information\" means information that identifies, relates to, describes, or is reasonably capable of being associated with an identified or identifiable natural person or household, as that term, or an equivalent term such as \"personal data\" or \"personally identifiable information\", is defined under applicable privacy laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"33a24e46-f26f-43b3-bdbe-4da01b23a6bb","order":21,"text":"\"Provider Materials\" means the Software, the Documentation and any pre-existing or generally applicable tools, libraries, frameworks, methodologies, templates, know-how, components and materials used or supplied by Provider in connection with this Agreement, together with all modifications, enhancements and derivative works of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f1ba20f5-3eec-447f-992d-7d9a8be28619","order":22,"text":"\"Security Incident\" means any confirmed unauthorized access to, or unauthorized acquisition, disclosure, alteration, loss or destruction of, Customer Data while in Provider's custody or control.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e98f97e6-f262-461d-96e0-7d42f77638fc","order":23,"text":"\"Software\" means the software product identified in the recitals, supplied in object code form only, together with the Documentation and all Updates, and, where the Software is supplied as a hosted service, the service by which Provider makes that software available to Customer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2650c164-be3b-4f38-91ab-b9a3e4e87cc2","order":24,"text":"\"Subscription Term\" means the period beginning on the Effective Date and ending on the expiry or termination of this Agreement, comprising the Initial Term and any renewal or extension of it agreed or effected under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"76b570b4-d66d-44db-8207-3cd00b16da54","order":25,"text":"\"Support\" means the technical support and maintenance services described in the Section entitled \"Support and Maintenance\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"25575bbb-eb41-4a9c-99ce-ea48d3683166","order":26,"text":"\"Updates\" means the error corrections, patches, bug fixes, enhancements and new releases of the Software that Provider makes generally available to its supported customers at no additional charge.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"56f61468-c453-44ee-ba9c-8199bd6898e7","order":27,"text":"\"Usage Data\" means technical, statistical and performance data arising from the operation of the Software that does not identify Customer, any Authorized User, any natural person or any Customer Data.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"89c827e2-9aba-4909-b009-bc3aac8aecf0","order":28,"text":"2. GRANT OF RIGHTS AND PERMITTED USE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S02"},{"id":"71d0b3d2-a774-4fb0-bbac-0d1969328c97","order":29,"text":"The Software is supplied to Customer as a cloud-hosted subscription service.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"afda719d-c98e-4842-a5fe-1e6332d4c3b5","order":30,"text":"Subject to Customer's continuing compliance with this Agreement and to payment of all Fees when due, Provider grants to Customer, for the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software and the Documentation solely for Customer's own internal business purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dfdba867-8303-4575-9a0a-21b54575d29b","order":31,"text":"Hosted access. Provider will make the Software available to Customer as a cloud-hosted service accessible over the internet using the credentials issued to Authorized Users. Provider retains sole control over the hosting infrastructure and the operation of the service, and may modify or improve it from time to time, provided that no modification made during a term materially degrades its core functionality or the security safeguards applicable to Customer Data.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"a cloud-hosted subscription service","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}]},{"id":"43c7d97e-6883-4dce-9c07-a41badfbe8ab","order":32,"text":"Installed software. Provider grants Customer a license to install and execute the object code of the Software on servers, workstations or devices owned or controlled by Customer, in the quantities and at the locations set out in Exhibit A. Customer may make a reasonable number of copies of the Software solely for archival, disaster-recovery and non-productive testing purposes, provided that every copy reproduces all copyright, trademark and other proprietary notices contained in the original.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"software licensed for installation on Customer systems","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}]},{"id":"d929c688-125d-4d69-9f65-acd19f141358","order":33,"text":"Use of the Software is limited to [Number] Authorized Users. Customer may reallocate a subscription from one individual to another where the first individual ceases to require access, but subscriptions may not be shared or used concurrently by more than one individual. Additional Authorized Users may be added at Provider's then-current rates, charged pro rata for the remainder of the then-current term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6edc9cad-c47e-4d67-9a3c-9d4cbac95744","order":34,"text":"Customer is responsible for all acts and omissions of its Authorized Users and of its Affiliates in connection with the Software as if they were its own. Any use of the Software by a Customer Affiliate is subject to this Agreement, and Customer remains jointly and severally liable for that use.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4c39d61c-cf2a-4d0a-b097-bc5b1dc497c0","order":35,"text":"Except for the rights expressly granted in this Agreement, no right, title, license or interest in or to the Software, the Documentation or any related intellectual property is granted to Customer, whether by implication, estoppel or otherwise. The Software is licensed and made available for use, not sold.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c3afb10e-d8d7-4e24-9c8e-6522c685fc59","order":36,"text":"3. RESTRICTIONS ON USE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S03"},{"id":"a5637c5a-6e33-400d-a2b5-0d796dec3e74","order":37,"text":"Customer shall not, and shall not permit any Authorized User or third party to, copy, modify, translate or create derivative works of the Software; reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Software, except to the extent that this restriction is expressly prohibited by applicable law and then only after prior written notice to Provider; or rent, lease, lend, sell, sublicense, assign, distribute, publish, time-share or otherwise make the Software available to any third party, including in any service-bureau, outsourcing or managed-service capacity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca492833-bb11-4fb3-a82a-1ca5427510be","order":38,"text":"Customer shall not remove, alter or obscure any proprietary notice, label, watermark or mark contained in or displayed by the Software; use the Software to develop, or to assist any third party in developing, a product or service that competes with the Software; conduct or publish any benchmark or competitive performance test of the Software without Provider's prior written consent; or introduce any virus, worm, trojan, ransomware or other malicious code into the Software or the systems on which it operates.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c367fd65-13b5-447e-a326-7301f95168a6","order":39,"text":"Customer shall not use the Software in violation of any applicable law, in a manner that infringes or misappropriates the rights of any third party, to transmit unsolicited commercial communications, or to store or transmit material that is unlawful, defamatory, harassing or obscene. Customer shall not exceed the number of Authorized Users or any other usage limit set out in Exhibit A, nor circumvent or attempt to circumvent any technical limitation, license key, usage metering or access control of the Software.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2fe483e7-9ea2-4f0a-9cad-3541813b24f0","order":40,"text":"Provider may, on not less than ten (10) business days' written notice and not more than once in any twelve-month period, audit Customer's use of the Software in order to verify compliance with this Agreement. Audits will be conducted during normal business hours and in a manner that does not unreasonably interfere with Customer's operations. If an audit reveals unlicensed use, Customer shall promptly pay the Fees applicable to that use, together with interest as provided in this Agreement and, where the underpayment exceeds five percent (5%) of the Fees properly due, the reasonable costs of the audit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8a1f61d8-6ed1-48f9-b205-b8147d1b57be","order":41,"text":"Any use of the Software outside the scope of the rights expressly granted constitutes a material breach of this Agreement and an infringement of Provider's intellectual property rights, for which damages alone may be an inadequate remedy. Provider is entitled to seek injunctive relief, specific performance and any other equitable remedy in respect of a breach or threatened breach of this Section, without the necessity of posting a bond or proving actual damages, in addition to every other remedy available to it at law or in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"755a2270-9587-4938-ad83-a13a85682b85","order":42,"text":"4. DELIVERY, ACCESS AND CUSTOMER RESPONSIBILITIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S04"},{"id":"300c06f9-ee7d-439c-a7ec-89183385a29b","order":43,"text":"Provider will make the Software available to Customer, and will deliver the access credentials, connection instructions and any installation media, license keys or download links reasonably required, within [Number] business days after the later of the Effective Date and receipt of the first payment due under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"47d3a1ba-d33f-4a3f-b000-f783b0f5fe94","order":44,"text":"Customer is responsible for procuring and maintaining the equipment, operating systems, browsers, network connectivity, third-party software and other items required to access and use the Software, and for the security and configuration of its own systems and networks.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b8cfa09-ad62-4488-a70b-3f9ae3a00fb3","order":45,"text":"Customer is responsible for maintaining the confidentiality of all credentials issued to it and to its Authorized Users, for all activity conducted through those credentials, and for notifying Provider promptly of any known or suspected unauthorized access to or use of the Software.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a8d14536-af2f-4127-8210-fc22a190d865","order":46,"text":"Customer shall designate at least one administrator to act as its principal contact for account administration and support requests, and shall cooperate reasonably with Provider, including by providing timely access to the information, personnel, systems and approvals that Provider reasonably requires in order to perform its obligations. Provider is relieved of its obligations to the extent that it is prevented from performing them by Customer's failure to cooperate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5c867c66-e79f-478c-94ff-d20eb489466a","order":47,"text":"5. FREE TRIAL OR PILOT PERIOD","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"6fe04346-706c-4abc-bcc3-fe213520a64b","value":"yes","type":"add","operator":"="}],"sectionNum":"S05"},{"id":"46acac5d-a53c-41b2-a33b-5dba49e6ba1d","order":48,"text":"Provider will make the Software available to Customer without charge for an evaluation period of [Number] days beginning on the Effective Date (the \"Trial Period\"), so that Customer may assess whether the Software meets its requirements.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6fe04346-706c-4abc-bcc3-fe213520a64b","value":"yes","type":"add","operator":"="}]},{"id":"cf767cf2-307c-4c68-ba3d-159bc67a8e7c","order":49,"text":"Notwithstanding any other provision of this Agreement, during the Trial Period the Software is provided \"AS IS\" and \"AS AVAILABLE\", without any warranty, service level commitment, indemnity or support obligation of any kind, and Provider's aggregate liability arising out of or relating to the Trial Period shall not exceed one hundred US dollars ($100).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6fe04346-706c-4abc-bcc3-fe213520a64b","value":"yes","type":"add","operator":"="}]},{"id":"1449893a-93db-4cd1-8e84-0318bda2ba5a","order":50,"text":"Unless Customer notifies Provider in writing before the end of the Trial Period that it does not wish to proceed, the paid Subscription Term will begin automatically on the day immediately following the last day of the Trial Period, and the Fees will become payable in accordance with the Section entitled \"Fees, Invoicing, Taxes and Late Payment\". Provider will remind Customer of this consequence, and of the applicable Fees, at least seven (7) days before the end of the Trial Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6fe04346-706c-4abc-bcc3-fe213520a64b","value":"yes","type":"add","operator":"="}]},{"id":"2baf779c-e717-4e59-96ed-a50499b89346","order":51,"text":"If Customer does not proceed to a paid subscription, Provider may permanently delete any Customer Data entered during the Trial Period thirty (30) days after the end of that period, and Customer is responsible for exporting any data it wishes to retain before that date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6fe04346-706c-4abc-bcc3-fe213520a64b","value":"yes","type":"add","operator":"="}]},{"id":"17385ebf-0998-4c88-9cf9-2caff8889852","order":52,"text":"6. PROFESSIONAL SERVICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"f44695e2-317c-4944-8070-8e56823ac181","value":"yes","type":"add","operator":"="}],"sectionNum":"S06"},{"id":"4af6e767-98fc-4a66-971e-bfd38a3e688e","order":53,"text":"Provider will perform the implementation, configuration, integration, data-migration and training services described as follows: [Description of the professional services to be performed]. Provider will perform those services in a professional and workmanlike manner, using personnel with the skills and experience reasonably required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f44695e2-317c-4944-8070-8e56823ac181","value":"yes","type":"add","operator":"="}]},{"id":"408dcfb6-c08d-4fff-ac73-b54729fd546a","order":54,"text":"Professional services are charged as follows: [Fees, rate or fixed price for the professional services]. Unless otherwise agreed in writing, professional services are invoiced monthly in arrears, and reasonable travel and out-of-pocket expenses approved in advance by Customer are reimbursed at cost against supporting documentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f44695e2-317c-4944-8070-8e56823ac181","value":"yes","type":"add","operator":"="}]},{"id":"60915592-cb9e-4403-aa6f-111d8e1ee117","order":55,"text":"Any change to the scope, timetable or price of the professional services must be recorded in a written change order signed by both Parties before the change is implemented. Provider is not obliged to commence work outside the agreed scope until a change order has been signed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f44695e2-317c-4944-8070-8e56823ac181","value":"yes","type":"add","operator":"="}]},{"id":"32cafaea-18e8-4997-94e7-aacc8c43dce8","order":56,"text":"Customer shall review each deliverable within ten (10) business days after it is submitted and shall either accept it or notify Provider in writing of the respects in which it fails to conform to the agreed specification. Provider will correct any notified non-conformity and resubmit the deliverable. A deliverable that is not rejected within that period is deemed accepted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f44695e2-317c-4944-8070-8e56823ac181","value":"yes","type":"add","operator":"="}]},{"id":"b70f0ce5-8a97-49b4-a16a-9040c739472e","order":57,"text":"Subject to payment in full of the applicable fees, Provider assigns to Customer all right, title and interest in and to those deliverables that are created specifically for Customer and that do not incorporate Provider Materials, which remain the exclusive property of Provider. To the extent that Provider Materials are embedded in a deliverable, Provider grants Customer a perpetual, non-exclusive, non-transferable license to use them as part of that deliverable for its internal business purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f44695e2-317c-4944-8070-8e56823ac181","value":"yes","type":"add","operator":"="}]},{"id":"9f9c1900-ea2a-42a8-836f-ae6ef30d060b","order":58,"text":"7. SUPPORT AND MAINTENANCE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S07"},{"id":"a0987fc1-bbc0-4ba8-ac76-cd08a3774490","order":59,"text":"Provider will provide Support in respect of the Software during its standard support hours, being [Support hours and time zone], excluding public holidays. Support requests must be submitted through the following channel: [Support email address, portal or telephone number].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8e52a1a5-eeac-4c0c-9fff-b09572e17562","order":60,"text":"Provider will use commercially reasonable efforts to acknowledge each support request within four (4) business hours of receipt during support hours. Provider will apply continuous commercially reasonable efforts to an issue that renders the Software substantially unusable and for which no workaround exists, will respond within one (1) business day to an issue that materially impairs a significant function of the Software, and will respond within three (3) business days to all other issues, including questions, configuration assistance and cosmetic defects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"11877744-fbbb-445f-aed3-f4a3dd0535bf","order":61,"text":"Support includes the diagnosis and correction of reproducible errors, the supply of Updates, and reasonable assistance with the configuration and operation of the Software. Support does not include the correction of errors caused by misuse of the Software, by modification of the Software by any person other than Provider, by use of the Software with hardware or software not approved by Provider, or by Customer's failure to implement an Update made available to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3880c715-d99a-41ae-a985-8fafbf04b92a","order":62,"text":"Provider will make Updates available to Customer at no additional charge as and when they are released to its supported customers generally. New modules, separately priced options and major new products are not included in the Fees and may be licensed separately.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a7e795ee-ffbc-4b99-9642-b650714ff953","order":63,"text":"Where the Software is installed on Customer systems, Provider supports the then-current major version and the immediately preceding major version. Customer shall install Updates within a reasonable period after they are made available, and Provider has no obligation to support a version that has reached the end of its published support life.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"software licensed for installation on Customer systems","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}]},{"id":"93f4ff94-1607-47a7-a8d0-1c0f4dea438f","order":64,"text":"8. SERVICE CHANGES, BETA FEATURES AND THIRD-PARTY INTEGRATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S08"},{"id":"d1896df5-e742-4c21-84ee-8f8424200299","order":65,"text":"Provider may modify, enhance or discontinue individual features of the Software from time to time. Provider shall not, during a term, discontinue or materially reduce a feature or interface that Customer is then using, nor make any change that materially degrades the functionality, performance, security or interoperability of the Software, without giving Customer at least ninety (90) days' prior written notice. If such a change materially and adversely affects Customer's use of the Software and Provider does not restore materially equivalent functionality within thirty (30) days after receiving written notice from Customer, Customer may terminate the affected subscription on written notice and Provider shall refund the pro-rata portion of any prepaid Fees attributable to the period after the effective date of that termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f28909d-cff3-4c90-892b-dbd5c76f3615","order":66,"text":"Provider may make beta, pilot, preview, evaluation or early-access features available to Customer, identified as such. Those features are optional, are provided \"AS IS\" and \"AS AVAILABLE\" without any warranty, indemnity, support obligation or service level commitment, may be modified or withdrawn at any time, and may be subject to additional terms notified to Customer before use. Customer uses them at its own discretion and risk and shall not submit regulated or otherwise highly sensitive data to them without Provider's prior written agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce38a68d-45b0-4720-ad77-2f7c1d2d94a5","order":67,"text":"The Software may interoperate with third-party applications, data sources, marketplaces or services selected or enabled by Customer. Provider does not control those services and makes no warranty in respect of them. By enabling an integration, Customer authorizes Provider to exchange Customer Data with the relevant third-party service to the extent necessary to operate the integration, and the third party's own terms and privacy practices govern that party's processing. The modification, suspension or discontinuation of a third-party service by its provider is not a breach of this Agreement, but Provider shall notify Customer as soon as reasonably practicable of any such event of which it becomes aware and that materially affects Customer's use of the Software.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"919f012d-c4c1-41a9-a802-00dca26c5b70","order":68,"text":"Provider shall not embed in the Software, and shall not use, any code, routine, key, device or other mechanism capable of disabling, erasing, locking or otherwise impairing the operation of the Software or Customer's access to Customer Data, whether automatically on the passage of time or by remote command. Provider's sole means of interrupting Customer's access to the Software are the suspension and termination rights expressly set out in this Agreement, exercised in accordance with the notice requirements applicable to them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5ef6e4a6-62f8-44b3-8ee8-c199b5b583c5","order":69,"text":"9. SERVICE LEVEL COMMITMENT AND SERVICE CREDITS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"a cloud-hosted subscription service","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}],"sectionNum":"S09"},{"id":"335c0df6-bd7f-4569-9ee4-e675f429c7c3","order":70,"text":"Provider will use commercially reasonable efforts to make the hosted Software available at least [99.9] percent of the time during each calendar month, measured as the total number of minutes in the month less Excluded Downtime, divided by the total number of minutes in that month and expressed as a percentage (the \"Monthly Uptime Percentage\"), where \"Excluded Downtime\" has the meaning given to it immediately below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"a cloud-hosted subscription service","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}]},{"id":"7ad56dd1-55a2-433b-a2d7-7543e87a4f77","order":71,"text":"\"Excluded Downtime\" means unavailability caused by scheduled maintenance notified at least twenty-four (24) hours in advance; emergency maintenance reasonably required to preserve the security or integrity of the Software; a force majeure event; failures of Customer equipment, software, configuration or network connectivity; acts or omissions of Customer or its Authorized Users, including any breach of this Agreement; or the failure of a third-party service or infrastructure outside Provider's reasonable control. Provider will use reasonable efforts to schedule planned maintenance within the following window: [Maintenance window, for example Sundays 02:00 to 06:00 Eastern Time].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"a cloud-hosted subscription service","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}]},{"id":"14669839-0e86-48a0-89e4-d9a1ce34d91b","order":72,"text":"If the Monthly Uptime Percentage falls below the committed level in any calendar month, Customer is entitled, on written request, to a service credit equal to [10] percent of the Fees attributable to the affected Software for that month for each full percentage point by which the committed level was not met, subject to an aggregate maximum of one hundred percent (100%) of those monthly Fees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"a cloud-hosted subscription service","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}]},{"id":"4b8252ad-2680-43c1-84fb-90a6edc2053a","order":73,"text":"A claim for a service credit must be submitted in writing within thirty (30) days after the end of the calendar month to which it relates, together with the information reasonably required to verify the claim. Service credits are applied against the next invoice issued to Customer, are not redeemable for cash, and, except for Customer's termination right set out immediately below, constitute Customer's sole and exclusive remedy for any failure to meet the availability commitment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"a cloud-hosted subscription service","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}]},{"id":"a871b547-4a46-4c07-8dd8-ee88330a423e","order":74,"text":"If Provider fails to meet the committed availability in three (3) consecutive calendar months, or in any four (4) calendar months within a rolling twelve-month period, Customer may terminate the affected subscription for cause on thirty (30) days' written notice given within thirty (30) days after the end of the last such month, and Provider will refund the pro-rata portion of any prepaid Fees attributable to the period after the effective date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"a cloud-hosted subscription service","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}]},{"id":"2f7940fe-075e-4f42-9baa-74f32f5dcf2c","order":75,"text":"Provider will maintain a status page or equivalent notification mechanism reporting current availability and incidents, and will provide Customer, on request, with a written root-cause analysis of any incident that caused more than four (4) consecutive hours of unavailability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"a cloud-hosted subscription service","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}]},{"id":"741e0e76-b04d-47a0-8695-b1d422329e1b","order":76,"text":"10. FEES, INVOICING, TAXES AND LATE PAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S10"},{"id":"f33ecdc9-9683-40c6-91dd-2ab1be498c22","order":77,"text":"In consideration of the rights granted and the services provided under this Agreement, Customer shall pay Provider fees of $[Amount] (US dollars), payable annually in advance, together with the fees for any additional Authorized Users, modules, professional services or other items ordered by Customer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c585d56-38ba-4d0a-8cfe-228a216d8827","order":78,"text":"Unless otherwise stated on the invoice, invoices are payable within [Number] days of the invoice date, in US dollars, in immediately available funds, and without set-off, deduction or counterclaim.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bdfb3e7f-0f3e-48c6-8957-36208c2d8779","order":79,"text":"Any amount not paid when due bears interest from the due date until the date of actual payment at the lesser of [1.5] percent per month and the maximum rate permitted by applicable law. Customer shall also reimburse Provider for all reasonable costs of collection, including reasonable attorneys' fees and court costs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b9b04486-46d6-453c-a71e-42ca464d80e4","order":80,"text":"If any undisputed amount remains unpaid more than fifteen (15) days after Provider has given written notice of non-payment, Provider may suspend Customer's access to the Software until all amounts due have been paid in full. A suspension under this paragraph does not relieve Customer of its obligation to pay the Fees, which continue to accrue during the suspension.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ee3c1ec-74b5-4818-918d-a5afa49974d9","order":81,"text":"Customer may withhold payment of an invoiced amount that it disputes in good faith, provided that it notifies Provider in writing of the basis of the dispute within fifteen (15) days of the invoice date and pays all undisputed amounts when due. The Parties shall use good faith efforts to resolve any invoice dispute promptly and, pending resolution, Provider shall not suspend the Software on account of the disputed amount alone.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5e43b321-a0f8-4d8d-9458-284f9a3821d6","order":82,"text":"All Fees are exclusive of sales, use, excise, value added, goods and services and similar taxes, levies and duties. Customer is responsible for all such amounts, other than taxes based on Provider's net income. Where Customer is required by law to withhold or deduct any amount from a payment, it shall increase the sum payable so that Provider receives the amount it would have received had no withholding or deduction been required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5e00110f-5666-42a3-9c03-4ffa695d9981","order":83,"text":"Except where this Agreement expressly provides otherwise, all Fees are non-refundable and all payment obligations are non-cancellable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"57507df9-5a79-47e8-9456-38ffe1982f94","order":84,"text":"Provider may adjust the Fees with effect from the commencement of any renewal or extension of the term by giving written notice at least sixty (60) days before the end of the then-current term. Any increase notified in that way may not exceed [Number] percent of the Fees payable for the expiring term, unless Customer expressly agrees in writing to a greater increase.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0c726a37-6da3-4cc1-b2b6-53381a724ff8","order":85,"text":"11. TERM, AUTOMATIC RENEWAL AND CANCELLATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S11"},{"id":"9f383e13-e669-44e6-8871-c6031e893960","order":86,"text":"This Agreement commences on the Effective Date and continues for an initial term of [Number] months (the \"Initial Term\"), unless terminated earlier in accordance with its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d434e46-ed30-4157-9258-f22f71e432e9","order":87,"text":"Where a Trial Period applies under the Section entitled \"Free Trial or Pilot Period\", the Initial Term begins on the day immediately following the last day of the Trial Period, no Fees accrue in respect of the Trial Period, and the Effective Date continues to govern the remaining provisions of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6fe04346-706c-4abc-bcc3-fe213520a64b","value":"yes","type":"add","operator":"="}]},{"id":"956ce3dc-5a9d-4c0b-8e51-e8cc3222a85b","order":88,"text":"Automatic renewal. At the end of the Initial Term, and at the end of each subsequent renewal term, this Agreement renews automatically for a further term of [Number] months (each a \"Renewal Term\"), on the same terms except as to any Fees adjusted in accordance with this Agreement, unless either Party gives the other written notice of non-renewal at least [Number] days before the end of the then-current term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5a8d0255-f64f-44ee-9e26-f9de841ae25a","value":"auto","type":"add","operator":"="}]},{"id":"c3904998-3f0f-457f-8c58-987b8c1ee121","order":89,"text":"Clear and conspicuous disclosure. Customer acknowledges and agrees that the automatic renewal terms, the length of each Renewal Term, the Fees that will apply on renewal and the procedure for canceling have been presented to it clearly and conspicuously, in visual proximity to the request for its assent, before it entered into this Agreement, and that Customer has affirmatively accepted those terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5a8d0255-f64f-44ee-9e26-f9de841ae25a","value":"auto","type":"add","operator":"="}]},{"id":"819a29af-bc7c-4fda-8f7a-b5e397df1f8e","order":90,"text":"Renewal reminder. Provider will send a renewal reminder to Customer at [Customer notice email] not less than thirty (30) days and not more than sixty (60) days before the end of the then-current term and, in any event, before the last date on which Customer may give notice of non-renewal under this Section. The reminder will state the date on which the renewal takes effect, the length of the Renewal Term, the Fees that will apply and clear and conspicuous instructions describing how Customer may cancel the renewal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5a8d0255-f64f-44ee-9e26-f9de841ae25a","value":"auto","type":"add","operator":"="}]},{"id":"fd4a0d79-ffcf-4ce8-ab31-8a19a78d2b23","order":91,"text":"Cancellation. Customer may cancel the automatic renewal at any time before the end of the then-current term, without charge or penalty, by giving written notice in accordance with the Section entitled \"Notices\" or by using any online cancellation mechanism that Provider makes available. Where Customer subscribed through an online or electronic process, Provider will make available a cost-effective, timely and easy-to-use online cancellation mechanism that is at least as simple to use as the mechanism by which Customer subscribed. Provider will acknowledge each cancellation in writing within five (5) business days of receipt.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5a8d0255-f64f-44ee-9e26-f9de841ae25a","value":"auto","type":"add","operator":"="}]},{"id":"19848939-88d9-438a-880f-49e724b0c446","order":92,"text":"Changes to renewal terms. If the Fees or any other material term applicable to a Renewal Term differ from those applicable to the expiring term, Provider will disclose the change clearly and conspicuously in the renewal reminder, and the change will take effect only if Customer has been given a reasonable opportunity to cancel before the renewal date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5a8d0255-f64f-44ee-9e26-f9de841ae25a","value":"auto","type":"add","operator":"="}]},{"id":"1a0cbcf3-7dee-4a60-b9c7-aa8a063bafa4","order":93,"text":"Compliance with automatic renewal statutes. The Parties intend the automatic renewal provisions of this Agreement to comply with all applicable automatic renewal laws, including Cal. Bus. & Prof. Code § 17600 et seq., N.Y. Gen. Bus. Law § 527-a, 815 ILCS 601 and comparable statutes of other states, together with the federal Restore Online Shoppers' Confidence Act where applicable. If any provision of this Section conflicts with a mandatory requirement of an applicable automatic renewal law, that requirement prevails and the remaining provisions continue in full force and effect. Nothing in this Agreement operates as a waiver of any right that may not lawfully be waived.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5a8d0255-f64f-44ee-9e26-f9de841ae25a","value":"auto","type":"add","operator":"="}]},{"id":"c68d30c6-99a3-4d35-85a5-052cc08f4a41","order":94,"text":"No automatic renewal. This Agreement expires automatically at the end of the Initial Term and does not renew unless the Parties agree in writing to extend or renew it. Provider will notify Customer of the forthcoming expiry at least [Number] days before the end of the Initial Term, and the Parties will discuss in good faith, without obligation, whether to enter into a further term. Any continued use of the Software after expiry without a written renewal is unauthorized, and Customer shall pay for that use at Provider's then-current list rates without prejudice to Provider's other rights and remedies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5a8d0255-f64f-44ee-9e26-f9de841ae25a","value":"fixed","type":"add","operator":"="}]},{"id":"8d16e76c-4186-4e06-b50a-a3e599237836","order":95,"text":"12. SUSPENSION AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S12"},{"id":"9923d06f-6edf-42ee-bdd6-8b7ac2e60e23","order":96,"text":"Either Party may terminate this Agreement with immediate effect by written notice if the other Party commits a material breach of this Agreement and fails to cure that breach within thirty (30) days after receiving written notice describing it in reasonable detail.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"98039075-6469-434e-8332-7754a69754ee","order":97,"text":"Provider may terminate this Agreement with immediate effect by written notice if Customer fails to pay any undisputed amount within fifteen (15) days after receiving written notice of non-payment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7d56b113-76a1-42e7-a32a-7fbf1e18eb7f","order":98,"text":"Either Party may terminate this Agreement with immediate effect by written notice if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver, administrator or trustee appointed over a substantial part of its assets, ceases to carry on business, or becomes the subject of bankruptcy or similar proceedings that are not dismissed within sixty (60) days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"da9627bf-d58d-460f-b6a8-aec16007d7b2","order":99,"text":"Provider may suspend access to the Software, in whole or in part, on notice to Customer where continued access presents a material security risk, where suspension is required by law or by an order of a competent authority, or where Customer's use materially threatens the security, integrity or availability of the Software for Provider or its other customers. Provider will limit any such suspension to the extent and duration reasonably necessary and will restore access promptly once the cause has been resolved.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"48e56f4a-a34c-4769-b017-b4426c931fb1","order":100,"text":"On expiry or termination for any reason, all rights granted to Customer cease, Customer shall immediately stop using the Software, and all Fees accrued up to the effective date of termination become immediately due and payable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"83325dcb-4be6-4e79-9ac3-f5b3f2cd05c2","order":101,"text":"Where the Software has been installed on Customer systems, Customer shall, within thirty (30) days after the effective date of expiry or termination, uninstall and destroy all copies of the Software in its possession or control and, if requested by Provider, certify that destruction in writing signed by an officer of Customer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"software licensed for installation on Customer systems","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}]},{"id":"126d4037-8cc7-4673-beba-9e4473d34a66","order":102,"text":"Transition assistance. On Customer's written request made before, or within thirty (30) days after, the effective date of expiry or termination for any reason other than Provider's termination for Customer's non-payment, Provider shall provide reasonable transition assistance for a period of up to ninety (90) days. That assistance includes continued access to the Software on the terms of this Agreement at the Fees then applicable, the export of Customer Data in a commonly used, machine-readable format together with a description of its structure, and reasonable cooperation with any successor supplier designated by Customer. Assistance going beyond the export of Customer Data is chargeable at Provider's then-current professional services rates.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bcc98d80-ca10-49ec-9283-ba10165ec67f","order":103,"text":"For a period of thirty (30) days after the effective date of expiry or termination, or, where transition assistance is being provided under this Section, until the end of that assistance if later, Provider will make Customer Data available to Customer for export in a commonly used, machine-readable electronic format. After that period, Provider may delete Customer Data and will delete it within ninety (90) days of the end of that period, except to the extent that retention is required by applicable law or that the data is contained in routine backup media, which will be deleted in accordance with Provider's documented retention schedule and remains subject to the confidentiality and security obligations of this Agreement for as long as it is retained.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eb7309d5-0e79-460b-a997-80af1ef1e9d0","order":104,"text":"On Customer's written request, Provider shall certify in writing, signed by an officer of Provider, that Customer Data has been deleted in accordance with this Section, identifying any copy retained under a legal obligation and the basis and period of that retention.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"90c0c5c8-4efe-4962-bef3-36f076bbf07b","order":105,"text":"If Customer terminates this Agreement for Provider's uncured material breach, Provider will refund the pro-rata portion of any prepaid Fees attributable to the period after the effective date of termination. If Provider terminates this Agreement for Customer's material breach, no refund of any kind is due and all Fees for the remainder of the then-current term become immediately due and payable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e99af7f7-4411-4e16-8cdf-6a0255ab934c","order":106,"text":"Survival. Every provision of this Agreement that by its nature is intended to survive expiry or termination does so, including the provisions relating to accrued Fees, restrictions on use, intellectual property, confidentiality, data protection and security, warranties and disclaimers, indemnification, limitation of liability, governing law and dispute resolution, notices and these provisions on the effects of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a51b2379-13b7-43c1-88f6-2061ee4f7416","order":107,"text":"13. CUSTOMER DATA, PRIVACY AND DATA PROTECTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S13"},{"id":"f3e6d97e-52fe-44bc-9e7b-d1086c544846","order":108,"text":"As between the Parties, Customer retains all right, title and interest in and to Customer Data. Customer grants Provider a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, store and otherwise process Customer Data solely to the extent necessary to provide, secure, support and improve the Software, to perform its obligations under this Agreement and to comply with applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64a89f42-0115-4b4e-ad31-5138e3934906","order":109,"text":"Provider shall not sell, rent, share or otherwise disclose Customer Data to any third party, and shall not use Customer Data for its own commercial purposes, except that Provider may disclose Customer Data to subprocessors that are bound by written obligations no less protective than those set out in this Agreement, and may disclose Customer Data where required by law, provided that, unless legally prohibited, Provider gives Customer prior notice and reasonable assistance in seeking protective relief. Provider remains responsible for the acts and omissions of its subprocessors as if they were its own.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0d69e135-25d5-4599-a9cc-c6389c8c9093","order":110,"text":"Customer Data is hosted and processed in the following location or region: [Hosting location or region, for example the continental United States]. Provider will not transfer Customer Data outside that location or region without giving Customer reasonable prior notice and putting in place appropriate contractual and technical safeguards.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac61fdba-7f68-4d96-89be-acb0ea4eccf7","order":111,"text":"Provider may generate and use Usage Data to operate, secure, analyze, benchmark and improve its products and services, provided that Usage Data is maintained in aggregated or de-identified form, is never re-identified, and is never disclosed in a manner that identifies Customer, an Authorized User or any natural person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"edf54b08-1305-4a20-9c52-53703d84c6e0","order":112,"text":"Provider shall not use Customer Data to train, fine-tune, validate or otherwise develop any machine learning or artificial intelligence model that is made available to any other customer or to any third party, and shall not permit any subprocessor or third-party model provider to do so. Provider may process Customer Data by means of machine learning features operated within the Software for Customer's own benefit, provided that neither the resulting model nor its output is made available to any other customer or third party. Any other use of Customer Data for the development or training of models requires Customer's prior written consent, which Customer may withhold in its absolute discretion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ff0c057-cee6-4e83-9ede-ae9fba52779c","order":113,"text":"Provider shall maintain an up-to-date list of the subprocessors that process Customer Data and shall make that list available to Customer on request. Provider shall give Customer at least thirty (30) days' prior written notice before engaging a new subprocessor. If Customer reasonably objects to a new subprocessor on data protection or security grounds within that period, the Parties shall discuss the objection in good faith and, if it is not resolved, Customer may terminate the affected subscription without penalty and receive a refund of the pro-rata portion of any prepaid Fees attributable to the period after the effective date of that termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e44b326f-2f81-45e2-a0cd-891b3b274908","order":114,"text":"The Parties acknowledge that Customer Data is not anticipated to include Personal Information. Customer shall not upload or transmit Personal Information through the Software without Provider's prior written agreement and the execution of a written data processing addendum, and Customer is solely responsible for any Personal Information that it nevertheless submits.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"db9cf65b-5a09-4ecd-837f-465aed96287f","value":"none","type":"add","operator":"="}]},{"id":"2d549ce9-42be-439d-a632-7884ba71d696","order":115,"text":"The Parties acknowledge that Customer Data includes Personal Information. In processing that Personal Information, Provider acts solely as a service provider or processor on behalf of Customer, which is the business or controller. Provider shall process Personal Information only on Customer's documented instructions and only for the limited and specified purpose of performing the services under this Agreement; shall not retain, use, sell, share or disclose Personal Information for any other purpose or outside the direct business relationship between the Parties; shall not combine Personal Information with personal information received from any other source except as permitted by applicable law; and certifies that it understands these restrictions and will comply with them, as required by the California Consumer Privacy Act as amended by the California Privacy Rights Act and by comparable state privacy statutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"db9cf65b-5a09-4ecd-837f-465aed96287f","value":"standard","type":"add","operator":"="},{"field":"db9cf65b-5a09-4ecd-837f-465aed96287f","value":"regulated","type":"add","operator":"="}]},{"id":"b39d23eb-5476-48f0-ad0c-a4251c8eddb7","order":116,"text":"Provider shall assist Customer, at Customer's reasonable cost where material effort is required, in responding to verifiable consumer requests to access, correct, delete, port or limit the use of Personal Information, in conducting data protection assessments, and in demonstrating compliance with applicable privacy laws. Provider shall make available to Customer, no more than once in any twelve-month period and on reasonable notice, the information reasonably necessary to verify Provider's compliance with this Section, which may be satisfied by the provision of a current third-party audit report or certification. Provider shall impose these obligations on each subprocessor that processes Personal Information, and shall notify Customer if it determines that it can no longer meet them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"db9cf65b-5a09-4ecd-837f-465aed96287f","value":"standard","type":"add","operator":"="},{"field":"db9cf65b-5a09-4ecd-837f-465aed96287f","value":"regulated","type":"add","operator":"="}]},{"id":"1decce8b-c1cc-4f50-8fd5-1981c50f2b12","order":117,"text":"The Parties acknowledge that Customer Data may include information subject to sector-specific regulation, such as protected health information under the Health Insurance Portability and Accountability Act, non-public personal information under the Gramm-Leach-Bliley Act, or information subject to comparable federal or state requirements. Before any such information is submitted to the Software, the Parties shall execute the additional agreement required by the applicable law, including a business associate agreement where protected health information is involved. In the event of a conflict between such an additional agreement and this Agreement with respect to the regulated information, the additional agreement prevails, and Provider shall implement the administrative, physical and technical safeguards required by the applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"db9cf65b-5a09-4ecd-837f-465aed96287f","value":"regulated","type":"add","operator":"="}]},{"id":"5a7f068d-6312-4578-b4e0-03890717fa62","order":118,"text":"Provider shall notify Customer of any Security Incident affecting Customer Data without undue delay and in any event within seventy-two (72) hours after becoming aware of it, shall provide the information reasonably required for Customer to comply with its own notification obligations, shall investigate the incident and take reasonable remedial measures, and shall keep Customer informed of material developments. Provider shall not make any public statement identifying Customer in connection with a Security Incident without Customer's prior written consent, unless required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"21664a89-ecd1-42bb-83e0-c0a420da0a0d","order":119,"text":"Customer represents and warrants that it has all rights, consents and lawful bases necessary to submit Customer Data to the Software and to authorize its processing by Provider as contemplated by this Agreement, and that its instructions to Provider will not cause Provider to violate any applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5cb3e806-24d1-4667-bf79-64a5a0cd6b47","order":120,"text":"14. INFORMATION SECURITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S14"},{"id":"89dff4af-20e8-42bc-abe5-de1c4a98e986","order":121,"text":"Provider shall implement and maintain a written information security program containing administrative, physical and technical safeguards that are appropriate to the nature and sensitivity of Customer Data and that are consistent with generally accepted industry standards, including encryption of Customer Data in transit and at rest using industry-standard algorithms, role-based access controls granted on a least-privilege basis, multi-factor authentication for administrative access, secure software development practices, network segmentation, logging and monitoring, timely patch and vulnerability management, background screening of personnel with access to Customer Data where permitted by law, periodic security awareness training, and a documented incident response plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a23140d7-a065-4c26-8977-135ccc147a1a","order":122,"text":"Provider shall, at least once in each twelve-month period, obtain an independent third-party assessment of its security control environment, such as a SOC 2 Type II report or ISO/IEC 27001 certification, and shall make a copy of the report or certificate available to Customer on request, subject to confidentiality obligations. Provider shall also conduct periodic penetration testing of the hosted Software and shall remediate material findings within a reasonable period, having regard to their severity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5432d2b6-049e-43f8-a872-62ffe4ab9395","order":123,"text":"For the hosted Software, Provider shall back up Customer Data at least once every twenty-four (24) hours, shall store backups in a geographically separate facility, shall test its restoration procedures at least annually, and shall maintain a documented business continuity and disaster recovery plan providing for a recovery point objective of twenty-four (24) hours and a recovery time objective of forty-eight (48) hours.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"a cloud-hosted subscription service","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}]},{"id":"6bfad0c7-9927-475c-b1a1-9a88c29cfbc6","order":124,"text":"Provider shall promptly correct any material deficiency in its security controls that is identified by an audit, assessment or Security Incident, and shall not materially degrade the security safeguards applicable to Customer Data during the Subscription Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ffb50875-47ff-4e06-a90f-ff1a17d1b4d8","order":125,"text":"15. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S15"},{"id":"64451676-98a2-43a6-b55a-ea2d1bf25193","order":126,"text":"\"Confidential Information\" means all non-public information disclosed by one Party (the \"Disclosing Party\") to the other (the \"Receiving Party\"), whether orally, in writing or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. The Software, the Documentation, Provider's security information, product roadmaps and pricing are Confidential Information of Provider. Customer Data is Confidential Information of Customer. The terms of this Agreement are the Confidential Information of both Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"405dbd2e-475e-419f-8313-e83af35a80ac","order":127,"text":"Confidential Information does not include information that the Receiving Party can demonstrate is or becomes publicly available without breach of this Agreement; was lawfully known to it without restriction before disclosure; is lawfully received from a third party without restriction and without breach of any obligation of confidence; or was independently developed by it without use of or reference to the Disclosing Party's Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dc7491b6-33cc-4598-b6a6-65c867d13c9b","order":128,"text":"The Receiving Party shall use the Disclosing Party's Confidential Information solely for the purposes of this Agreement, shall protect it using at least the degree of care that it uses to protect its own confidential information of a similar nature and in no event less than a reasonable degree of care, and shall disclose it only to those of its employees, Affiliates, professional advisers and subcontractors who need to know it for those purposes and who are bound by confidentiality obligations no less protective than those set out in this Section. The Receiving Party remains responsible for any breach by the persons to whom it discloses Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2a87688d-93bc-41b5-b2aa-c59f218b9e4a","order":129,"text":"If the Receiving Party is required by law, regulation or an order of a competent authority to disclose Confidential Information, it may do so provided that, unless legally prohibited, it gives the Disclosing Party prompt written notice, discloses only that part of the Confidential Information that it is legally required to disclose, and provides reasonable assistance, at the Disclosing Party's expense, in seeking a protective order or other confidential treatment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6dec8026-b645-45b5-8cdd-04849523c602","order":130,"text":"The obligations of this Section continue for the Subscription Term and for five (5) years after its expiry or termination and, in respect of any information that constitutes a trade secret under applicable law, for so long as that information remains a trade secret. On request following expiry or termination, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information, subject to any legal retention requirement and to routine backup media that cannot reasonably be isolated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d965b918-8353-4128-9633-2a0c42f3528e","order":131,"text":"The Parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the Disclosing Party is entitled to seek injunctive and other equitable relief without the necessity of posting a bond, in addition to any other remedy available to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"81608ddd-8185-4368-8e10-46bf29985cbc","order":132,"text":"16. INTELLECTUAL PROPERTY AND FEEDBACK","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S16"},{"id":"a1bb8104-fcb7-4fa6-9865-5ee0e8c80e5d","order":133,"text":"Provider, or its licensors, owns and retains all right, title and interest in and to the Software, the Documentation, all Updates, all Provider Materials and all intellectual property rights in or relating to them, including all copyrights, patents, trade secrets, trademarks and other proprietary rights, together with all modifications, enhancements and derivative works of them however created. This Agreement transfers no ownership interest of any kind to Customer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cfaf20d0-2e5e-4129-9097-d9745f481723","order":134,"text":"Customer, or its licensors, owns and retains all right, title and interest in and to Customer Data and to Customer's own trademarks, trade names and business materials.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"896e4c1b-0a23-4aa6-ab24-e10f1ff02d75","order":135,"text":"If Customer or any Authorized User provides Provider with suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Software, Provider may use and exploit that feedback for any purpose without restriction, obligation of confidence, attribution or compensation, and Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to do so. Provider shall not identify Customer as the source of feedback without Customer's consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2ff48b3e-66e2-4ac9-bf93-48e54c883ad2","order":136,"text":"The Software may incorporate third-party or open-source components that are licensed under their own terms, which are identified in the Documentation or in a notices file made available with the Software. Those terms govern the use of those components and, to the extent that they conflict with this Agreement in respect of those components, they prevail. Provider remains responsible for its obligations under this Agreement notwithstanding the inclusion of such components.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"20364e0e-3994-4968-8067-868ddc467adc","order":137,"text":"The Parties acknowledge that this Agreement constitutes a license of rights to \"intellectual property\" within the meaning of Section 101 of the United States Bankruptcy Code, and that Customer, as licensee, retains and may fully exercise all of its rights and elections under Section 365(n) of that Code. If Provider, or a trustee or other person acting on its behalf, rejects this Agreement in a proceeding under that Code, Customer may elect to retain its rights under this Agreement for the remainder of the term and for any extension of it, and Provider shall, on Customer's written request, deliver to Customer every embodiment of the licensed intellectual property then held by Provider or by any escrow agent appointed under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fa701a33-736d-4115-9d4d-33337fae3bad","order":138,"text":"Source code escrow. At Customer's written request and at Customer's cost, Provider shall deposit the source code of the Software, together with the build instructions, tools and technical documentation reasonably required to compile and maintain it, with an independent escrow agent of recognized standing under a three-party escrow agreement, shall keep the deposit current with each major release, and shall permit periodic verification of the deposit. The escrow agreement shall provide for release of the deposit to Customer if Provider ceases to carry on business, becomes subject to insolvency proceedings that are not dismissed within sixty (60) days, or persistently fails to provide the Support required by this Agreement. On release, Customer may use the source code solely to maintain, correct and support the Software for its own internal business purposes, subject to the confidentiality obligations of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"software licensed for installation on Customer systems","type":"add","operator":"="},{"field":"3f37edd7-eaca-4599-a8a1-901a798adaf4","value":"both a cloud-hosted subscription service and software licensed for installation on Customer systems","type":"add","operator":"="}]},{"id":"3d72cf2b-c0d1-44ec-844a-6a6703b767df","order":139,"text":"Neither Party acquires any right to use the name, logo or trademarks of the other except as expressly permitted by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7e1e77e2-9b62-4b43-b155-96a489ee81f5","order":140,"text":"17. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S17"},{"id":"402432e8-a08f-4afb-9c84-b975bbc4c319","order":141,"text":"Each Party represents and warrants to the other that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that it has full power and authority to enter into and perform this Agreement; that this Agreement has been duly authorized and executed by it and constitutes its legal, valid and binding obligation; and that its entry into and performance of this Agreement does not and will not conflict with any other agreement or obligation binding on it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"13f8e9f5-6290-485d-8d34-f98bfa1963f4","order":142,"text":"Provider represents and warrants that it owns or has the lawful right to license the Software and to grant the rights granted under this Agreement; that, during the Subscription Term, the Software will perform materially in accordance with the Documentation; that any professional services will be performed in a professional and workmanlike manner by suitably qualified personnel; that it will not knowingly introduce into the Software any virus, worm, trojan, time bomb, disabling device or other malicious code; and that it will comply with all laws applicable to its provision of the Software.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7e028448-5f36-41ea-96f7-8c0eaec51a89","order":143,"text":"Provider further warrants that the Software substantially conforms to the Web Content Accessibility Guidelines version 2.1 at level AA and, where applicable to Customer, to the requirements of Section 508 of the Rehabilitation Act. Provider shall make available to Customer, on request, a current accessibility conformance report in the Voluntary Product Accessibility Template format, and shall remediate material non-conformities within a reasonable period after being notified of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d747391a-92ff-449d-a950-1aa44cdd89eb","order":144,"text":"Customer's exclusive remedy, and Provider's entire liability, for breach of the warranty that the Software will perform materially in accordance with the Documentation is that Provider will, at its option and at no charge, use commercially reasonable efforts to correct the non-conformity, provide a reasonable workaround, or, if it is unable to do so within a reasonable period after receiving written notice of the non-conformity, terminate the affected subscription and refund the pro-rata portion of any prepaid Fees attributable to the period after the effective date of that termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1628391c-e58f-41e1-bb91-1db9e2f1cb05","order":145,"text":"Customer represents and warrants that it has all rights and consents necessary in respect of Customer Data, that it will use the Software in compliance with all applicable laws, and that it will not use the Software for any purpose or in any manner prohibited by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4c01a50c-1c53-4e20-a9bb-0afef3e919ea","order":146,"text":"EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SOFTWARE, THE DOCUMENTATION AND ALL RELATED SERVICES ARE PROVIDED \"AS IS\" AND \"AS AVAILABLE\", AND PROVIDER HEREBY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR OPERATE IN COMBINATION WITH ANY PARTICULAR HARDWARE OR SOFTWARE.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"acf16eb3-559f-4d1a-a65d-80160ccb829f","order":147,"text":"18. INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S18"},{"id":"fe94c0bb-64f6-4b24-8b92-e1adafb30ab5","order":148,"text":"Provider shall defend Customer, its Affiliates and their respective officers, directors and employees against any third-party claim alleging that the Software, as supplied by Provider and used in accordance with this Agreement, infringes or misappropriates any United States patent, copyright, trademark or trade secret, and shall indemnify them against all damages, costs and reasonable attorneys' fees finally awarded against them or agreed in settlement in respect of such a claim.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"01830101-f319-4ed8-be84-ccb257bb495c","order":149,"text":"If the Software becomes, or in Provider's reasonable opinion is likely to become, the subject of an infringement claim, Provider may, at its option and expense, procure for Customer the right to continue using the Software, replace or modify the Software so that it becomes non-infringing while remaining materially equivalent in functionality, or, if neither option is reasonably available on commercially reasonable terms, terminate the affected subscription on written notice and refund the pro-rata portion of any prepaid Fees attributable to the period after the effective date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ecf10ceb-2311-4ad9-85dd-c61b5d1290d9","order":150,"text":"Provider has no obligation in respect of any claim to the extent that it arises from Customer Data; from any modification of the Software by any person other than Provider; from the combination or use of the Software with any product, data or process not supplied or authorized by Provider, where the claim would have been avoided but for that combination or use; from Customer's use of the Software after Provider has notified it to cease such use and provided a non-infringing alternative; or from any use of the Software in breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9a47d498-46d1-41f8-90ef-cb28b4d400fb","order":151,"text":"Customer shall defend Provider, its Affiliates and their respective officers, directors and employees against any third-party claim arising out of Customer Data, out of Customer's use of the Software in breach of this Agreement or in violation of applicable law, or out of any allegation that Customer Data infringes the rights of, or has caused harm to, a third party, and shall indemnify them against all damages, costs and reasonable attorneys' fees finally awarded or agreed in settlement in respect of such a claim.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a20e11ea-2a8c-416b-88e3-eb5c3e7de2f2","order":152,"text":"The indemnities in this Section are conditional on the indemnified Party giving the indemnifying Party prompt written notice of the claim, granting it sole control of the defense and settlement of the claim, and providing reasonable cooperation at the indemnifying Party's expense. A delay in giving notice relieves the indemnifying Party only to the extent that it is materially prejudiced by the delay. The indemnifying Party may not settle a claim in a manner that imposes any non-indemnified liability, admission of wrongdoing or ongoing obligation on the indemnified Party without that Party's prior written consent, which may not be unreasonably withheld. The indemnified Party may participate in the defense at its own expense with counsel of its choice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e367d4e-5229-4c69-aa37-6703670e3730","order":153,"text":"This Section states each Party's entire liability and each Party's exclusive remedy in respect of third-party claims of infringement or misappropriation of intellectual property rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cc3816f9-fb38-4d8d-9d7c-61595d117d09","order":154,"text":"19. LIMITATION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S19"},{"id":"49668ce9-dac1-4daf-8b6b-c90e4e7af06d","order":155,"text":"For the purposes of this Section, \"Excluded Claims\" means a Party's indemnification obligations under this Agreement, a breach of the confidentiality obligations of this Agreement, a breach by Customer of the restrictions on use or of Provider's intellectual property rights, Customer's obligation to pay Fees accrued and payable, and liability arising from gross negligence, willful misconduct or fraud.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b85e8716-fcfe-4705-b46e-ad7dd7e945a6","order":156,"text":"For the purposes of this Section, \"Enhanced Cap Claims\" means claims against Provider arising from a Security Incident, or from a breach by Provider of its obligations relating to the protection, privacy or security of Customer Data. Notwithstanding that Customer Data also constitutes Confidential Information of Customer, the Enhanced Cap Claims are subject to the enhanced limit set out below and are not treated as Excluded Claims. This does not affect claims arising from gross negligence, willful misconduct or fraud, which remain Excluded Claims and are not subject to any limit under this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7a49e020-3acc-4800-93d6-13dc4e62860f","order":157,"text":"EXCEPT IN RESPECT OF THE EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, ANTICIPATED SAVINGS, GOODWILL, BUSINESS OPPORTUNITY OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4977ef79-108d-42c0-bed5-181b8d55c556","order":158,"text":"EXCEPT IN RESPECT OF THE EXCLUDED CLAIMS, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"50497fe7-e9d7-4d4e-9f2e-a448e1d17ee9","value":"fees12","type":"add","operator":"="}]},{"id":"6221ec48-ceab-4769-8d38-43f1bea12ddb","order":159,"text":"EXCEPT IN RESPECT OF THE EXCLUDED CLAIMS, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED $[Amount] (US dollars).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"50497fe7-e9d7-4d4e-9f2e-a448e1d17ee9","value":"fixed","type":"add","operator":"="}]},{"id":"6dec4b8e-27f4-4149-933c-1995e476a72d","order":160,"text":"EXCEPT IN RESPECT OF THE EXCLUDED CLAIMS, THE TOTAL AGGREGATE LIABILITY OF PROVIDER FOR THE ENHANCED CAP CLAIMS SHALL NOT EXCEED [Multiplier] TIMES THE AMOUNT OF THE GENERAL LIMIT SET OUT IMMEDIATELY ABOVE. THAT ENHANCED LIMIT APPLIES IN PLACE OF, AND NOT IN ADDITION TO, THE GENERAL LIMIT IN RESPECT OF THOSE CLAIMS.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ab5eca14-7617-421c-bc02-8aa108d9fe69","order":161,"text":"The limitations and exclusions in this Section apply to the maximum extent permitted by applicable law, apply notwithstanding the failure of the essential purpose of any limited remedy, and reflect an agreed allocation of risk between the Parties that is reflected in the level of the Fees. Some jurisdictions do not allow the exclusion or limitation of certain damages, so that in those jurisdictions each Party's liability is limited to the maximum extent permitted by law. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence or for any other liability that may not lawfully be excluded or limited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"690617f8-0300-4619-ad68-8d21b71a551a","order":162,"text":"To the fullest extent permitted by applicable law, no claim arising out of or relating to this Agreement, other than a claim for non-payment, may be brought by either Party more than one (1) year after the date on which the cause of action accrued. Where applicable law does not permit that period to be shortened by agreement, the shortest period permitted by that law applies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"faff3842-7479-4ba0-8f66-988b0a20c349","order":163,"text":"20. INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S20"},{"id":"89a30c25-e0bb-4c20-957e-c54960cfd7b4","order":164,"text":"Provider shall maintain in force, at its own cost and with insurers of recognized financial standing, commercial general liability insurance, professional liability insurance including technology errors and omissions and cyber liability cover, each with limits of not less than two million US dollars ($2,000,000) for each claim and in the aggregate, together with workers' compensation insurance in the amounts required by applicable law. Provider shall furnish certificates of insurance on Customer's reasonable request and shall give Customer notice of any cancellation or material adverse change in cover. The maintenance of insurance does not limit Provider's liability under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8007e322-e8e9-4854-a281-c1c8338a6074","order":165,"text":"Provider shall cause its commercial general liability policy to name Customer as an additional insured in respect of liabilities arising out of Provider's performance under this Agreement, shall procure that its policies respond as primary insurance and without contribution from any insurance maintained by Customer, and shall obtain from its insurers a waiver of subrogation in favor of Customer, in each case to the extent available on commercially reasonable terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0c8dc4fd-46fb-4933-83fc-5e16dcd9dba3","order":166,"text":"21. COMPLIANCE WITH LAWS, EXPORT CONTROL AND ANTI-CORRUPTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S21"},{"id":"398c8def-cbf6-49b2-83d4-7ddaccfda14e","order":167,"text":"Each Party shall comply with all federal, state and local laws, regulations and orders applicable to its performance under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"de0f18e3-0e6f-4013-8bda-4677c826198c","order":168,"text":"The Software and any related technical data may be subject to United States export control and economic sanctions laws, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control. Customer shall not export, re-export, transfer or make the Software available, directly or indirectly, to any country, entity or person subject to embargo or listed on a restricted-party list, or for any prohibited end use, and represents that it is not itself such an entity or person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cef3b975-7386-49c2-b378-063d91f67fd5","order":169,"text":"Neither Party, nor any person acting on its behalf, shall offer, promise, give, request or accept any payment or other advantage in violation of the Foreign Corrupt Practices Act or any other applicable anti-bribery or anti-corruption law. Each Party shall maintain accurate books and records and adequate internal controls with respect to its performance under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a335e4dc-eb81-4520-b097-66bee02ac8ca","order":170,"text":"United States Government end users. The Software is \"commercial computer software\" and the Documentation is \"commercial computer software documentation\" as those terms are used in the Federal Acquisition Regulation and its supplements. Any use, duplication or disclosure by or on behalf of the United States Government is subject solely to the terms of this Agreement, and any provision inconsistent with federal procurement regulations is unenforceable only to the extent of that inconsistency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"83f2abf4-d00b-4622-b0d7-be220921fe05","order":171,"text":"22. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S22"},{"id":"1fc0ac8b-2507-447e-aae2-67f9cefe391d","order":172,"text":"Neither Party is liable for any delay in or failure of performance, other than an obligation to pay money, to the extent that the delay or failure is caused by an event beyond its reasonable control, including an act of God, flood, fire, earthquake, epidemic or pandemic, war, terrorism, civil unrest, governmental action, embargo, labor dispute not involving its own workforce, or failure of the public internet, a utility or a telecommunications provider. The affected Party shall notify the other promptly, shall use commercially reasonable efforts to mitigate the effect of the event, and shall resume performance as soon as reasonably practicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f4ff3b2-c878-4895-9935-43fd1c406c3d","order":173,"text":"If a force majeure event prevents a Party from performing a material obligation for more than thirty (30) consecutive days, the other Party may terminate this Agreement on written notice, and Provider shall refund the pro-rata portion of any prepaid Fees attributable to the period after the effective date of that termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"714e36c3-d609-4fca-ba09-eaf8fd1e6d91","order":174,"text":"23. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S23"},{"id":"489be36c-6c1a-4e3f-ad7d-c3b2a011c5e1","order":175,"text":"This Agreement, and any dispute or claim arising out of or in connection with it, is governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d7ebbb97-7e64-4f55-8226-3bd3842e6fa3","order":176,"text":"Before commencing any proceedings, the Parties shall attempt in good faith to resolve any dispute by negotiation. The dispute shall be escalated by written notice to a senior executive of each Party, and those executives shall confer within fifteen (15) business days of the notice. If the dispute is not resolved within thirty (30) days of the notice, either Party may proceed as set out below. This paragraph does not prevent either Party from seeking urgent injunctive or equitable relief at any time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4afc4502-cbdd-4a57-a816-ae0740364cde","order":177,"text":"Binding arbitration. Any dispute arising out of or relating to this Agreement that is not resolved by negotiation shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, before a single arbitrator with experience in technology contracts, seated in [City, State]. The language of the arbitration shall be English, the award shall be reasoned and in writing, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award the prevailing Party its reasonable attorneys' fees and costs, but may not award punitive or exemplary damages except where an applicable statute mandates them. Each Party waives any right to bring or participate in a class, collective, consolidated or representative proceeding, and all disputes shall be arbitrated on an individual basis only. If applicable law prohibits the waiver of a class, collective or representative proceeding in respect of a particular claim, that waiver does not apply to that claim, which shall be brought exclusively in a court of competent jurisdiction while all remaining claims continue to be arbitrated, and the invalidity of the waiver in respect of one claim does not affect the validity of this arbitration agreement as a whole. Notwithstanding this paragraph, either Party may apply to a court of competent jurisdiction for injunctive or other equitable relief to protect its intellectual property or Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"acaeab6b-3d8d-4555-b27c-309f19e9b5b1","value":"arbitration","type":"add","operator":"="}]},{"id":"c4d32bd1-2086-4420-9a2e-4d3337078fc2","order":178,"text":"Exclusive jurisdiction. The state and federal courts located in [City, State] have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. Each Party irrevocably submits to the personal jurisdiction of those courts, waives any objection based on venue or forum non conveniens, and agrees that the prevailing Party in any proceeding is entitled to recover its reasonable attorneys' fees and costs. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"acaeab6b-3d8d-4555-b27c-309f19e9b5b1","value":"courts","type":"add","operator":"="}]},{"id":"b3d17662-1d8c-422a-9959-ed0446eca42b","order":179,"text":"24. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S24"},{"id":"cafbf5b9-6e40-4b45-9ae0-2afbdd77d774","order":180,"text":"Every notice under this Agreement must be in writing and is validly given if delivered by hand, sent by nationally recognized overnight courier, sent by certified or registered mail with postage prepaid and return receipt requested, or sent by email with confirmation of transmission, in each case to the address of the receiving Party set out below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"36177375-2e39-40a2-b5a9-74c50852d52f","order":181,"text":"Notices to Provider: [Full address], marked for the attention of the Legal Department, with a copy by email to [Provider notice email].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"38085ba9-2021-4156-93cc-92a3edd8f90a","order":182,"text":"Notices to Customer: [Full address], marked for the attention of the Legal Department, with a copy by email to [Customer notice email].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae9cf3af-0f59-4d97-bbad-1e88c0d12337","order":183,"text":"A notice is deemed received on delivery if delivered by hand or courier, three (3) business days after posting if sent by mail, and on the business day following transmission if sent by email. Either Party may change its address for notices by giving notice in accordance with this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4dc1c60d-ba21-430f-bfdc-3d838d57103e","order":184,"text":"25. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S25"},{"id":"20fe3efb-7ec7-4748-990d-d35aab2e77b0","order":185,"text":"Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign it without consent, on written notice, to an Affiliate or to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity, provided that the assignee assumes all obligations under this Agreement and is not a direct competitor of the other Party. Any purported assignment in breach of this paragraph is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1891b489-4eaa-424b-93a8-0d9a5a216a99","order":186,"text":"Subcontracting. Provider may engage subcontractors and subprocessors to perform its obligations, provided that it remains fully responsible for their performance and for their compliance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a62c1e62-337a-43f0-a4d7-4bc96a815e2c","order":187,"text":"Independent contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship, and neither Party has authority to bind the other.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18a36b57-99eb-4a1f-98dc-6a23a58b0922","order":188,"text":"No third-party beneficiaries. Except for the indemnified persons expressly identified in this Agreement, this Agreement confers no right or remedy on any person who is not a Party to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8d0e812e-17ee-4987-82f1-82d44e3f7fda","order":189,"text":"Publicity and customer references. Provider may identify Customer as a customer, and use Customer's name and logo, in its customer lists, on its website and in its sales materials, in each case in accordance with any brand guidelines that Customer provides and subject to Customer's right to withdraw that permission at any time on written notice. Any other public announcement referring to this Agreement requires the prior written consent of both Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"022707c2-025b-44fe-a0ec-f9e0374d30b4","value":"yes","type":"add","operator":"="}]},{"id":"606de230-081d-4717-ae99-3d4d3786bf7e","order":190,"text":"Publicity and customer references. Neither Party may use the name, logo or trademarks of the other Party, or refer to the other Party as a customer or supplier, in any advertising, press release, customer list or other public communication without the prior written consent of that Party in each instance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"022707c2-025b-44fe-a0ec-f9e0374d30b4","value":"no","type":"add","operator":"="}]},{"id":"ec118fe9-7c95-46f4-95f6-bf8746583fd8","order":191,"text":"Non-solicitation. During the Subscription Term and for twelve (12) months afterwards, neither Party shall knowingly solicit for employment any employee of the other Party who has been directly involved in the performance of this Agreement, except by means of a general advertisement or recruitment campaign not specifically directed at that person. This paragraph applies only to the extent permitted by the law governing this Agreement, and is of no effect where that law prohibits or restricts such an undertaking.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b683ad59-aa56-4dc5-978f-cbaede9d738c","order":192,"text":"Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable while preserving the Parties' intent, or, if modification is not possible, severed, and the remaining provisions continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5a762030-176b-4af4-a841-f7183f4dc578","order":193,"text":"Waiver. No failure or delay by a Party in exercising any right or remedy operates as a waiver of it, and no single or partial exercise prevents any further exercise. A waiver is effective only if given in writing and signed by the waiving Party, and applies only to the specific instance for which it is given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"573654ba-3b04-4c88-b368-5b15cb7dfce2","order":194,"text":"Entire agreement and precedence. This Agreement, together with Exhibit A setting out the Order Details and any addendum expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous proposals, negotiations, representations and agreements, whether written or oral. In the event of a conflict, this Agreement prevails over Exhibit A unless Exhibit A expressly states that it amends a specified provision of this Agreement and is signed by both Parties. Any pre-printed or additional terms contained in a purchase order or similar document issued by Customer are of no effect. Each Party acknowledges that it has not relied on any statement or representation not expressly set out in this Agreement, save that nothing in this Agreement limits liability for fraudulent misrepresentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"441295f9-fe29-4b45-a952-4e5f3aabbe15","order":195,"text":"Amendment. No amendment or variation of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a02dafba-db5b-4a59-a166-b7c6546e9e44","order":196,"text":"Counterparts and electronic signature. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures transmitted electronically, and electronic signatures affixed by means of a recognized electronic signature service, have the same effect as manuscript signatures, and the Parties consent to the use of electronic records and signatures under the Electronic Signatures in Global and National Commerce Act and comparable state law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a97344b9-e1db-492c-9548-6acb1362e0a8","order":197,"text":"Interpretation. Headings are for convenience only and do not affect interpretation, except that a reference in this Agreement to a Section by its heading identifies that Section for all purposes. The words \"including\" and \"include\" are to be read as if followed by \"without limitation\". References to a statute include that statute as amended or replaced from time to time. No rule of construction requiring interpretation against the drafting Party applies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"87e0e77a-6304-4761-a598-a3a1c2cc63be","order":198,"text":"IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"marginTop":"24"},{"id":"57b1d94a-4e38-436d-a20f-f2ec2fd18baf","order":199,"text":"PROVIDER: [Provider legal name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"537eee0c-18fc-411e-a72d-b4627efae386","order":200,"text":"By: 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