Master Subscription Agreement

This Agreement (“Agreement”) is a legal agreement between you, either an individual or an entity, (hereafter referred to as “You”, “Your” or the “Licensee”) and Ingress One Limited (hereafter referred to either as “the Company”, “we”, “us” or “our”) whose registered office is at 73 Lankers Drive, Harrow, HA2 7PA in respect of the provision by us, and the installation, operation and/or use by You, of the software product(s), services, associated online or offline materials and documentation (hereafter referred to collectively as “the Services”).

By placing an Order Form with us, or by clicking the “I ACCEPT” button displayed as part of the online ordering process, you agree to, and undertake to abide by, the Terms and Conditions (hereafter “the Terms”) set out below and including any materials available on our website incorporated by reference herein, including but not limited to our Privacy and Security Policies and our usage guides and policies, as may be updated by us from time to time and at any time as provided herein.

PLEASE NOTE:

(a) If you are entering into this Agreement on behalf of a Company or other legal entity, you represent that you have the authority to bind such entity to this Agreement and these Terms in which case the terms “You” or “Your” shall refer to such entity. If you do not have such authority, or if You do not agree with these Terms, You must select the “I DECLINE” button and You may not use the Services.

(b) If You register for a Free Trial of the Services, the applicable provisions of this Agreement wil also govern Your use of the Services during the Free Trial period.

(c) You may not access the Services if You are our direct competitor, except with our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Terms of Use

Section 1: Definitions

In this Agreement, the following words and expressions shall have the stated meanings:

“Documentation” means the product specifications, price lists, service level specifications and any implementation, operations or usage guides and policies, as published by us from time to time in respect of the Services as may be updated from time to time by us as provided herein.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us, including any addenda and supplements thereto agreed by us.

“Services” means the products and services that are ordered by You under an Order Form or provided to You under a free trial, and made available online by us, as described in the Documentation.

“User” means an individual who is authorized by You to use the Services, for whom You have purchased a subscription (or in the case of any Services provided by us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.

“Your Data” means electronic data and information submitted by You or a User to us and held and/or used by us for the purpose of the provision or operation of the Services or any part thereof.

Section 2: Our Provision of the Services.

2.1 We will:

(a) make the Services available to You pursuant to this Agreement and the applicable Order Form(s) and the applicable Documentation for the applicable period(s) of time set out therein;

(b) provide our standard support for the Services to You at no additional charge, and/or upgraded levels of support if purchased in accordance with the applicable Documentation;

(c) use our commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except we shall have no liability to You or any User for: (i) planned downtime (of which we shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than one involving our employees), internet or mobile network or service provider limitations, failure or delay, the use of any software not provided by us, or denial of service attack.

2.2 Please note that we do not warrant that: (a) the operation of the Software will be uninterrupted or error-free; or (b) the Services will meet Your particular requirements, whether or not those requirements have been made known to us. You warrant that You have tested the Service’s suitability prior to the placement of an Order Form or purchase of a subscription. Acceptance by us of any Order submitted by You is deemed to take place on payment by You to us of the applicable fee(s)
therefor

2.3 We will be responsible for the performance of our personnel (including our employees and contractors) and their compliance with our obligations under this Agreement, except as otherwise specified herein.

2.4 Nominated Contacts: In order for us to provide and support the Services effectively, You shall nominate one or two persons to be the point of the contact for You (“Contact”) for any Support requested and received. Support will only be provided to the Contact and You must ensure that the Contact is a competent and knowledgeable user of the Services.

2.5 Beta Services. From time to time, we may make Beta Services available to You at no charge. You may choose to try such Beta Services or not in Your sole discretion. Beta Services are intended for evaluation purposes and not for production or commercial use, may not be supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, our reservation of rights and Your obligations concerning the Services, shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one month from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. We will have no liability to You for any harm or damage arising out of or in connection with a Beta Service

Section 3: Free Trials

3.1 If You register for a free trial, we will make one or more Services available to You on a trial basisfree of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) the start date of any paid-for Service subscriptions ordered by You for such Service(s), or (c) termination by Us in our sole discretion.

3.2 Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

3.3 ANY OF YOUR DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMISATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE APPLICABLE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMISATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL. IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST. NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

Section 4: Licence

4.1 Subject to the terms of this Agreement and payment of all applicable fees (the “Fees”), we hereby grant You a non-exclusive, non-transferable licence worldwide right to install and use the Services solely for your own internal business purposes. All rights not expressly granted to you are reserved by us and our licensors.

4.2 Where the Licensee is an entity, its employees, agents and subcontractors will be covered under this Agreement.

4.3 Unless otherwise provided in the applicable Order Form or Documentation: (a) the Services are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

4.4 Usage Limits. Where the Services are subject to usage limits, including, for example, the quantities specified in an Order Form and/or in applicable Documentation, unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Services may not be accessed or used by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) exceptas set forth in an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Services.

4.5 If You exceed a contractual usage limit, we may work with You in good faith to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services promptly upon our request, and/or pay any invoice for excess usage in accordance with our Pricing Schedule applicable at that time.

Section 5: Your Responsibilities.

5.1 You will (a) be responsible for Your own and Users’ activities when using the Services and for compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorised access or use, (d) use the Services only in accordance with this Agreement, Documentation, Order Forms and all and any applicable laws and government regulations including those related to data privacy, international communications and the transmission of technical or personal data, and (e) comply with terms of service of any third party software or applications with which You use the Services or Content.

5.2 You will not: (a) make the Services available to, or use the Services for the benefit of, anyone other than You or Users, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include the Services in a service bureau or outsourcing offering, (c) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material
in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code (including but not limited to code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses), (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorised access to the Services or our related systems or networks, (g) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit, or use any of the Services to access or use any of our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) copy the Services or any part, feature, function or user interface thereof, (i) frame or mirror any part of the Services, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (j) access the Services in order to build a competitive product or service or to benchmark with any third party product or service, or (k) reverse engineer the Services or any part(s) thereof (to the extent such restriction is permitted by law).

5.3 Any use of the Services or any part thereof in breach of this Agreement, Documentation or Order Forms, by You or Users that in our judgement threatens the security, integrity or availability of the Services, may result in our immediate suspension of the Services. However, where circumstances allow, we will endeavour to provide You with notice and an opportunity to remedy any such violation or threat prior to such suspension but we are under no obligation so to do.

5.1 You will (a) be responsible for Your own and Users’ activities when using the Services and for compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorised access or use, (d) use the Services only in accordance with this Agreement, Documentation, Order Forms and all and any applicable laws and government regulations including those related to data privacy, international communications and the transmission of technical or personal data, and (e) comply with terms of service of any third party software or applications with which You use the Services or Content.

Section 6. Protection of Your Data.

6.1 We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by our personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing.

6.2 Where Your use of the Services includes the processing of personal data (as described in the EU Data Protection Directive 95/46/EC) within the European Economic Area (EEA), except in respect of any usage during a Free Trial, our data processing terms as set out in Documentation shall apply to such processing, and are hereby incorporated by reference.

Section 7. Fees and Payment

7.1 Fees. You will pay all applicable fees specified in Order Forms or, when not referenced in an Order Form, as set out in our Documentation applicable at that time. Except as otherwise specified herein or in an Order Form,(i) fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

7.2. Invoicing and Payment.
(a) You will provide us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. If You provide credit card information to us, You authorise us to charge such credit card for all purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form or if no billing frequency is stated on the applicable Order Form, as stated in our Documentation current at that time.

(b) If the Order Form specifies that payment will be by a method other than a credit card, we will invoice You in advance and otherwise in accordance with the relevant Order Form.

(c) Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.

7.3. Overdue Charges. If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) we may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 7.2 above.

7.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for the Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized us to charge to Your credit card), we may, without limiting our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the provision of the Services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, we will give You at least 10 days’ prior notice that Your account is overdue before suspending services to You.

7.5. Payment Disputes. We will not exercise our rights under Sections 7.3 or 7.4 above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

7.6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which You are responsible under this Section 7.6, we will invoice You and You will pay that amount
unless You provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.7 Future Functionality. You agree that Your purchases of the Services are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

Section 8: Intellectual Property Rights

8.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, we and our licensor's reserve all of our/their right, title and interest in and to the Services, including all of our/their copyright, patents, trade marks and all other related intellectual or industrial property rights therein. No rights are granted to You hereunder other than as expressly set forth herein.

8.2 You grant us and our contractors a worldwide, limited-term license to host, copy, transmit and display Your Data as reasonably necessary for us to provide the Services in accordance with this Agreement.

Section 9: Confidentiality

9.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

9.2 For the purposes of this Section 9, Your Confidential Information includes Your Data; Our Confidential Information includes the Services; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party to the other.

9.3 Notwithstanding the foregoing provisions of this Section 9, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

9.4. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.

9.5 Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its legal counsel or accountants will remain responsible for such legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to any third party to the extent necessary to perform our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.

9.6. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information

Section 10: Representations and Warranties.

10.1 Each party represents that it has validly entered into this Agreement and has the legal power to do so.

10.2. Our Warranties. We warrant that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) we will not materially decrease the overall functionality of the Services.

10.3 For any breach of a warranty set out in Section 10.2 above, Your exclusive remedies are those described in the Section13 below subject to the provisions of Section 12 below.

10.4. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY.

Section 11: Mutual Indemnification

11.1. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the Services or any part thereof infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by us in writing of, a Claim Against You, provided You (a) promptly give us written notice of the Claim Against You, (b) give us sole control of the defence and settlement of the Claim Against You (except that we may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give us all reasonable assistance, at our expense. If we receive information about an infringement or misappropriation claim related to the Services, we may in our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching our warranties in this Agreement, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions.

11.2 The above defence and indemnification obligations do not apply to the extent a Claim Against You arises from Your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.

11.3 Indemnification by You. You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that any of Your Data infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Services in violation of the Agreement, the Documentation, Order Form or applicable law (each a “Claim Against Us”), and You will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a settlement approved by You in writing of, a Claim Against Us, provided we (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defence and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases us of all liability), and (c) give You all reasonable assistance, at Your expense.

11.4. Exclusive Remedy. This Section 11 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 11.

Section 12: Limitation of Liability

12.1. Limitation of Liability
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT

12.2 Exclusion of Consequential and Related Damages.
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12.3 Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by negligence, fraudulent misrepresentation or anything else which cannot be excluded or limited at law

Section 13: Term and Termination

13.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.

13.2 Term of Purchased Subscriptions. The term of each subscription for the Services shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per unit pricing during any renewal term will increase by up to 7% above the applicable pricing in the prior term, unless we provide You notice of different pricing at least 60 days prior to the applicable renewal term.

13.3 Except as expressly provided in the applicable Order Form or otherwise specifically agreed between You and us, renewal of promotional or one-time priced subscriptions will be at our applicable list price in effect at the time of the applicable renewal.

13,4 Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

13.5 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

13.6 Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 13.5 above as a result of a material breach by us, we will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by us in accordance with Section 13.5, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to us for the period prior to the effective date of termination.

13.7. Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, we will make any of Your Data that we hold within our systems used to provide the Services available to You for export or download as provided in the Documentation. After such 30-day period, we will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in our systems or otherwise in our possession or control, unless legally prohibited.

13.8 On expiry or termination of this Agreement, You shall cease all use of the Services and shall promptly return or, at the option of us, destroy all copies of the Services (including any Documentation) in Your possession or control.

13.9 Surviving Provisions. All terms which by their nature (including but not limited to Sections 2, 5, 7, 8. 9, 10, 11 and 12 hereof) should survive termination or expiration of this Agreement, shall survive.

Section 14: Force Majeure

Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties.

Section 15: No Waiver

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of the party under this Agreement. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. Notwithstanding the foregoing, any Software downloaded from this site is governed separately by the Progress Software License Agreement.

Section 16: Severabilty

If it is held under any enactment or rule of law that any provision of this Agreement is void or otherwise ineffective in whole or in part then any other part and the other terms and conditions of this Agreement shall continue in full force and effect.

Section 17: Publicity

We may, without Your prior written consent show on our website(s) and in customer presentations that we are providing the Services to You but so that we may not without Your prior written consent use Your name in any paid advertising.

Section 18: Entire Agreement

18.1 This Agreement is the complete and exclusive statement of the agreement between the parties which supersedes all proposals or prior agreements oral or written save any expressly agreed terms that have been signed by an authorised representative of each party and save as expressly set out in this Agreement all representations, conditions or warranties express or implied statutory or otherwise are excluded, to the maximum extent permitted by law

18.2 The parties agree that any term or condition stated in any purchase order or in any other of Your documentation (excluding Order Forms) submitted by You to us is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

Section 19: Updates

We reserve the right to update these Terms or any Documentation from time to time and at any time. If we do so, the updated version will be effective immediately, and the current Terms are available to view on our website. You are responsible for regularly reviewing these Terms so that you are aware of any changes to them and you will be bound by the new policy upon your continued use of the Services. No other variation to these Terms shall be effective unless in writing and signed by an authorised representative on behalf of us.

Section 20: Notices

20.1 We may give any notice required in these Terms to You by means of a general notice on the Service, electronic mail to Your e-mail address on record in our account information, or by written communication sent by first class mail or pre-paid post to Your address on record in our account information.

20.2 Communications shall be deemed to have been received as follows: (a) if sent by post - three business days after posting; (b) if delivered by hand - on the day of delivery, if delivered at least two hours before the close of business hours on a business day, and otherwise on the next business day; (c) if sent by email - upon receipt of an acknowledgement email confirming the receipt of the emailmessage, if received at least two hours before the close of business hours on a business day, and otherwise on the next business day. An automatic reply shall not be deemed as the acknowledgement of an email message

20.3 In this Section 20, “business hours” means between the hours of 09.00 and 17:30 GMT.

Section 21: Third Party Rights

21.1 The parties do not intend that any term of this Agreement or any Order Form shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a
party to this Agreement.

21.2 The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

Section 22: Governing Law and Jurisdiction

This Agreement and these Terms shall be governed by and construed in accordance with English law and You agree to submit to the exclusive jurisdiction of the English Courts without regard to choice or conflicts of law rules. If any provision(s) of the Agreement or these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties (as reflected in the provision(s)) and all
other provisions shall remain in full force and effect.

Section 23: Export Compliance

The Services (and any software or other technology comprised therein) we make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S. embargoed country

Section 24: Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably delayed or withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.