‘Software as a Service’ Terms and Conditions

These ‘Software as a Service’ Terms and Conditions, including all online terms whose links are cited herein and fully incorporated by reference, (“SaaS Terms”) apply to the agreement entered into between the Customer (as identified on the Order Form) and the Service Provider (as identified on the Order Form) (“Master Agreement”) and set forth the terms and conditions under which Service Provider will provide the Customer with access to certain applications as set forth on the Order Form (“Application(s)”) and user documentation that Service Provider makes generally available in hard copy or electronic form to its general customer base in conjunction with the subscription of such Applications (“Documentation”). The Applications and the Documentation will hereinafter collectively be referred to as the “Software.” 

1. SUBSCRIPTION GRANT AND RIGHT OF USE
   • Subscription Grant.  Subject to all limitations and restrictions contained herein and the Order Form, Service Provider grants Customer a subscription, software as a service (‘SaaS’), nonexclusive, and nontransferable right to access and operate the object code form of Applications (and use its Documentation) as hosted by Service Provider as described in the Order Form (“Use”) and solely to perform those functions described in the Documentation. For clarity, an “Application” means Service Provider’s proprietary cloud service software that is specifically subscribed to Customer pursuant to an Order Form. 
   • Use. Customer will have a limited right to Use the Application solely for its internal business purposes, to perform the functions described in the Documentation. Customer shall not allow any website that is not fully owned by Customer to frame, syndicate, distribute, replicate, or copy any portion of Customer’s web site that provides direct or indirect access to the Application. Customer shall not allow any website, that is not fully owned by Customer, to frame, syndicate, distribute, replicate, or copy any portion of Customer’s web site that provides direct or indirect access to the Software. 
   • Subscription Type. The license model usage metrics for the Software are set forth in the Order Form (“Usage Metrics”). Usage is limited to the Usage Metrics and volumes stated in the Order Form. Access credentials for the Software may not be used by more than one individual, but may be transferred from one individual to another if the original user is no longer permitted to use the Software. 
   • Additional Restrictions.  In no event will Customer: (1) transmit any content or data that is unlawful or infringes any intellectual property rights; (2) circumvent or endanger the operation or security of the Application; (3) disassemble, decompile, or reverse engineer the Application or Confidential Information (as defined herein) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Application from a machine- readable form into a human-readable form; (ii) disassembling or decompiling the Application by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Application’s operation and creating the original source code or any approximation thereof by, for example, studying the Application’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Application that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof will be deemed Confidential Information subject to the requirements of these SaaS Terms. Customer may use Service Provider’s Confidential Information solely in connection with the Application and pursuant to the terms of these SaaS Terms. 
   • Authorized Users.  Unless otherwise specifically provided in the Order Form, “Authorized Users” will only consist of: (i) employees, agents or representatives of Customer, Customer’s Affiliates and/or Customer’s and Customer’s Affiliates’ Business Partners whom Customer, or Customer’s Affiliates, grants access authorization to, and (ii) subject to Section 5 (Confidentiality), third party contractors of Customer, Customer’s Affiliates, and/or Customer’s or Customer’s Affiliates’ Business Partners who do not compete with Service Provider (“Permitted Contractors”). Customer is fully liable for the acts and omissions of Authorized Users under these SaaS Terms and applicable Order Form.  “Business Partner” means a legal entity that requires use of an Application in connection with Customer’s and its Affiliates’ internal business operations. These may include customers, distributors, service providers and/or suppliers of Customer. 
   • Customer License Grant.  Customer grants to Service Provider a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute Customer Data as is reasonable or necessary for Service Provider to perform or provide the Application. “Customer Data” means any content, materials, data and information that Authorized Users enter into the production system of an Application or that Customer derives from its use of and stores in the Application (e.g. Customer-specific reports).
2. PAYMENT
   • Fees. Unless otherwise provided in the Order Form, Service Provider may invoice Customer for all license fees, other fees, and charges due thereunder immediately following the Order Form Effective Date. 
   • Payment Due Date.  All invoices shall be payable by Customer in the currency  as stated on the Order Form and payment will also bedue according to payment terms on the Order Form. Notwithstanding any provision to the contrary, any and all payments required to be made hereunder shall be timely made, and no payments to Service Provider will be withheld, delayed, reduced or refunded if Service Provider’s inability to meet any schedule or delivery requirements is caused by Customer’s failure to provide certain of its facilities, computer resources, software programs, project management activities, personnel, and business information as are required to perform any of Service Provider’s obligations hereunder. Invoices will be sent by electronic delivery unless Customer requests otherwise; in which case, additional fees will apply. 
   • Purchase Orders. Customer may provide Service Provider with a valid purchase order, upon execution of a Order Form. Notwithstanding anything to the contrary herein, purchase orders are to be used solely for Customer’s accounting purposes and any terms and conditions contained therein will be deemed null and void with respect to the parties’ relationship and this License Agreement. Any such purchase order provided to Service Provider will in no way relieve Customer of any obligation entered into pursuant to this License Agreement including, but not limited to, its obligation to pay Service Provider in a timely fashion. 
   • Late Payment. Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less. 
   • Invoice Dispute Resolution. Without limiting any rights or obligations under the License Agreement, including Section 2.4 above, the following steps will be taken if an invoice becomes past due. Service Provider’s accounts receivable and Customer’s accounts payable representatives shall use all reasonable efforts to facilitate immediate payment of the invoice. In the event Service Provider does not receive a commitment for prompt payment, each party shall escalate the matter to Service Provider’s Vice President of Sales or designated financial officer and Customer’s Vice President (the “Final Escalation”) for investigation and resolution. Notwithstanding anything to the contrary, the initial contact with Customer’s Vice President pursuant to such Final Escalation will constitute “notice of default” pursuant to Section 10.2. 
   • Taxes. The subscription, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse Service Provider and hold Service Provider harmless for all sales, use, VAT, excise, property or other taxes or levies which Service Provider is required to collect or remit to applicable tax authorities. This provision does not apply to Service Provider’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Service Provider with a valid tax exemption certificate. The Customer will pay all import duties, levies or imposts, and all goods and services sales, use, value added or property taxes of any nature, assessed upon or with respect to the SaaS Terms. If the Customer is required by law to make any deduction or to withhold from any sum payable to the Service Provider by the Customer hereunder, then the sum payable by the Customer upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, the Service Provider receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount the Service Provider would have received and retained in the absence of such required deduction or withholding. If the Customer is required by law to make any such deduction or withholding, the Customer shall promptly effect payment thereof to the applicable tax authorities. The Customer shall also promptly provide the Service Provider with official tax receipts or other evidence issued by the applicable tax authorities sufficient to enable the Service Provider to support a claim (if applicable) for income tax credits in the Service Provider’s applicable taxable country. 
3. HOSTING
   • Service Availability. Service Provider will use reasonable efforts to achieve Service Provider’s availability goals described in the ‘Service Level Addendum for SaaS’ attached hereto and incorporated by reference as Exhibit A. 
   • Support Services. Upon payment of the relevant fees on the applicable Order Form, Customer may receive certain support services for the Application pursuant to the ‘Support Addendum for SaaS’ attached hereto and incorporated by reference as Exhibit B.
4. OWNERSHIP
   • Reservation of  Rights. By signing the Order Form, Customer irrevocably acknowledges that, subject to the rights granted herein, Customer has no ownership interest in the Software or Service Provider materials provided to Customer. Service Provider will own all right, title, and interest in such Software and Service Provider materials, subject to any limitations associated with intellectual property rights of third parties. Service Provider reserves all rights not specifically granted herein. 
   • Marks and and Publicity.  Service Provider and Customer trademarks, trade names, service marks, and logos, whether or not registered (“Marks”), are the sole and exclusive property of the respective owning party, which owns all right, title and interest therein. Service Provider may: (i) use the Customer’s name and/or logo within product literature, press release(s), social media, and other marketing materials; (ii) Order Form the Customer’s statements in one or more press releases; and/or (iii) make such other use of the Customer’s name and/or logo  as   may   be   agreed   between   the   parties. Additionally, Service Provider may include Customer’s name and/or logo within its list of customers for general promotional purposes. Service Provider shall comply with Customer’s trademark use guidelines as such are communicated to the Service Provider in writing and Service Provider shall use the Customer’s Marks in a manner which is consistent with industry practice. Neither party grants to the other any title, interest or other right in any Marks except as provided in this Section. 
5. CONFIDENTIALITY
   • Definition. “Confidential Information” includes all information marked pursuant to this Section and disclosed by either party, before or after the Order Form Term Start Date (as identified on the Order Form), and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information. For clarity, the term ‘Confidential Information’ does not include any personally identifiable information. 
   • Confidentiality of Software.  All Confidential Information in tangible form will be marked as “Confidential” or the like or, if intangible (e.g., orally disclosed), will be designated as being confidential at the time of disclosure and will be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed Service Provider Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials furnished by Service Provider; (ii) the oral and visual information relating to the Application; and (iii) these SaaS Terms. 
   • Exceptions. Without granting any right or license, the obligations of the parties hereunder will not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party will be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts. 

5.4          Ownership of Confidential Information.  Nothing in these SaaS Terms will be construed to convey any title or ownership rights to the Software or other Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Service Provider’s Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in these SaaS Terms. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information. 

• Non-Disclosure. Each party agrees at all times to use all reasonable efforts, but in any case no less than the efforts that each party uses in the protection of its own Confidential Information of like value, to protect Confidential Information belonging to the other Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors who: (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section. 
• Injunctive Relief.  Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party will be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section. 
• Suggestions/Improvements to Software.  Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other Service Provider materials provided to Customer will be owned by Service Provider, and Customer hereby agrees to assign any such rights to Service Provider. Nothing in these SaaS Terms will preclude Service Provider from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Service Provider in the performance of services hereunder.

6. WARRANTY
   • No Malicious Code.  To the knowledge of Service Provider, the Application does not contain any malicious code, program, or other internal component (e.g. computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, or alter the Application, or which could reveal, damage, destroy, or alter any data or other information accessed through or processed by the Application in any manner. This warranty will be considered part of and covered under the provisions of these SaaS Terms. Customer must: (i) notify Service Provider promptly in writing of any nonconformance under this warranty; (ii) provide Service Provider with reasonable opportunity to remedy any nonconformance under the provisions of these SaaS Terms; and (iii) provide reasonable assistance in identifying and remedying any nonconformance. 
   • Authorized Representative.  Customer and Service Provider warrant that each has the right to enter into these SaaS Terms and that these SaaS Terms and the Order Forms executed hereunder will be executed by an authorized representative of each entity. 
   • Services Warranty Service Provider warrants that all services performed hereunder shall be performed in a workmanlike and professional manner. 
   • Disclaimer of  Warranties. ANY AND ALL OF SOFTWARE, SERVICES, CONFIDENTIAL INFORMATION AND ANY OTHER TECHNOLOGY OR MATERIALS PROVIDED BY SERVICE PROVIDER TO THE CUSTOMER ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION 6 OF THESE SAAS TERMS. SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NEITHER SERVICE PROVIDER (NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS OR LICENSORS) WARRANTS OR REPRESENTS THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER’S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY. 
   • Modifications. Notwithstanding anything to the contrary in this Section, any and all warranties under these SaaS Terms are VOID if Customer has made changes to the Software or has permitted any changes to be made other than by or with the express, written approval of Service Provider. 
7. INDEMNIFICATION

• Service Provider Indemnity.  Service Provider will defend at its expense any cause of action brought against Customer, to the extent that such cause of action is based on a claim that the Application, as hosted by Service Provider to Customer, infringes a United States patent, copyright, or trade secret of a third party. Service Provider will pay those costs and damages finally awarded against Customer pursuant to any such claim or paid in settlement of any such claim if such settlement was approved in advance by Service Provider. Customer may retain its own counsel at Customer’s own expense. 
• No Liability.  Service Provider will have no liability for any claim of infringement based on: (i) Software which has been modified by parties other than Service Provider where the infringement claim would not have occurred in the absence of such modification; (ii) Customer’s use of the Software in conjunction with data or third party software where use with such data or third party software gave rise to the infringement claim; or (iii) Customer’s use of the Software outside the permitted scope of these SaaS Terms. 
• Remedies. Should the Software become, or in Service Provider’s opinion is likely to become, the subject of a claim of infringement, Service Provider may, at its option, (i) obtain the right for Customer to continue using the Software, (ii) replace or modify the Software so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (iii) if neither of the foregoing options is commercially reasonable, terminate the access and Use of the Software. Upon such termination, Customer shall cease accessing the Software and Service Provider will refund to Customer, as Customer’s sole remedy for such subscription termination, the  subscription fees paid by Customer for   the terminated license for the past twelve (12) months. THIS SECTION 7 STATES THE ENTIRE LIABILITY OF SERVICE PROVIDER WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE APPLICATION. 

• Customer Indemnity.  Customer  agrees  to  defend,  indemnify, and hold Service Provider and its officers, directors, employees, consultants, and agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees), and settlement amounts incurred in connection with any claim arising from or relating to Customer’s: (i) breach of any of its obligations set forth in Section 10 (Customer Obligations); (ii) Customer’s gross negligence or willful misconduct; (iii) actual or alleged use of the Application in violation of these SaaS Terms or applicable law by Customer or any Authorized Users; (iv) any actual or alleged infringement or misappropriation of third party intellectual property rights arising from data provided to Service Provider by the Customer or otherwise inputted into the Application, whether by the Customer, an Authorized User or otherwise including Customer Work Product (as defined below); and/or (v) any violation by Customer or its Authorized Users, of any terms, conditions, agreements or policies of any third party service provider. “Customer Work Product” means that data and those forms developed or acquired by Customer for internal business purposes independent from Service Provider or the Application. 
• Indemnification Procedures.  Each indemnifying party’s obligations as set forth in this Section are subject to the other party: (i) giving the indemnifying party prompt written notice of any such claim or the possibility thereof; (ii) giving the indemnifying party sole control over the defense and settlement of any such claim; and (iii) providing full cooperation in good faith in the defense of any such claim. 

8. LIMITATION OF LIABILITY

8.1.         Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SERVICE PROVIDER BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED FIVE TIMES (5X)  AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES. 

8.2.      Disclaimer of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SERVICE PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL. 

8.3          THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. 

9. TERM AND TERMINATION

9.1.         Subscription Term. The term of these SaaS Terms will continue until the termination of the last Order Form. Subject to the termination rights herein, the term shall automatically renew for the same term period as the term indicated within the then-current Order Form at Service Provider’s then-current rates, unless either Party notifies the other Party in writing of its intent not to renew at least sixty (60) days prior to the expiration of the then-current term. 

• Termination by Service Provider.  These SaaS Terms and any rights created hereunder may be terminated by Service Provider: (i) if Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern. 
• Termination by Customer.  These SaaS Terms may be terminated by Customer on ninety (90) days written notice to Service Provider if Service Provider fails to perform any material obligation required of it hereunder, and such failure is not cured within ninety (90) days from Service Provider’s receipt of Customer’s notice or a longer period if Service Provider is working diligently towards a cure.. This License Agreement may be terminated by Customer by giving prior written notice to Service Provider if Service Provider fails to perform any material  obligation  required  of  it  hereunder,  and  such failure is not cured within thirty (30) days from Service Provider’s receipt of Customer’s notice to cure such non- performance of material obligation. Such notice will describe, in detail, Service Provider’s alleged non- performance and will describe, in detail, the steps Customer believes Service Provider must take to remedy such alleged non-performance. 
• Effect of Termination.  Upon termination of these SaaS Terms, Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein. 
• Other Remedies.  Termination of SaaS Terms will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under these SaaS Terms, including, but not limited to, any Order Form. 

10. CUSTOMER OBLIGATIONS

• Customer agrees that no employees of Service Provider will be required to individually sign any agreement in order to perform any services hereunder including, but not limited to, access agreements, security agreements, facilities agreements or individual confidentiality agreements 
• Customer agrees to comply with all applicable laws, regulations, and ordinances relating to these SaaS Customer shall ensure that each Web site for which the Application is engaged contains or is linked to a privacy policy that governs its data collection and use practices. 
• The Customer shall be obliged to keep the login names and the passwords required for the use of the Application confidential, to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions, and to instruct its Authorized Users to observe copyright Personal access data must be changed at regular intervals. 
• Before entering Customer Data and information, the Customer shall be obliged to check the same for viruses or other harmful components and to use state of the art anti-virus programs for this In addition, the Customer itself shall be responsible for the entry and the maintenance of its data. Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws. Customer will maintain reasonable security standards for its Authorized Users’ use of the Software. Customer will not conduct or authorize penetration tests of the Software without advance approval from Service Provider 
• Service Provider has the right (but not the obligation) to suspend access to the Application or remove any data or content transmitted via the Application without liability (i) if Service Provider reasonably believes that the Application is being used in violation of these SaaS Terms or applicable law, (ii) if continued use may result in material harm to the Application or its users; (iii) if requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that Service Provider shall use commercially reasonable efforts to notify Customer prior to suspending the access to the Application as permitted under these SaaS Terms, or (iv) as otherwise specified in these SaaS Information on Service Provider’s servers may be unavailable to Customer during a suspension of access to the Software. Service Provider will use commercially reasonable efforts to give Customer at least twelve (12) hours’ notice of a suspension unless Service Provider determines in its commercially reasonable judgment that a suspension on shorter or contemporaneous notice is necessary to protect Service Provider or its customers. Service Provider will limit a suspension or limitation in time and scope as reasonably possible under the circumstances. 

11. INSURANCE 

• Insurance. Each Party shall, and shall ensure that their respective Affiliates shall, take out and maintain such types and amounts of liability insurance to cover liabilities related to its activities under this Agreement as is normal and customary in the Service Provider’s industry generally for similarly situated companies, and shall upon request provide to the other Party evidence of such insurance coverage. Such insurance coverage shall remain in effect throughout the Term. 
• Insurance Requirement: Service Provider will keep in force and effect during the Term of this Agreement, at Service Provider’s own cost and expense, the following insurance policies, with a respectable insurer: 

(i) Commercial general liability insurance with a general aggregate limit (other than products/completed operations) of at least Two Million Dollars ($2,000,000); at least One Million Dollars ($1,000,000) personal and advertising injury limit; at least One Million Dollars ($1,000,000) premises and operations limit; at least One Million Dollars ($1,000,000) each occurrence limit; 

(ii) Workers’ compensation coverage as required by law in all states in which work will be performed, together with employer liability coverage with limits of not less than Five Hundred Thousand ($500,000) per occurrence; (iii) automobile liability insurance coverage with a combined single limit of at least One Million Dollars ($1,000,000); (iv) Errors and Omissions insurance coverage with One Million Dollars ($1,000,000) per occurrence and aggregate liability limits; and (v) umbrella/excess liability insurance with a per occurrence and general aggregate limit of at least Two Million Dollars ($2,000,000) 

12. MISCELLANEOUS 

• • Assignment. Customer may not assign these SaaS Terms or otherwise transfer any right created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Service Provider. Any purported assignment of these SaaS Terms, or any rights in violation of this Section will be deemed void. Service Provider may assign these SaaS Terms, sub-contract or otherwise transfer any right or obligation under these SaaS Terms to a third party without the Customer’s prior written consent. 
  • Foreign Nationals.  Customer acknowledges that Service Provider employs foreign nationals, and that these foreign national employees will work, on Service Provider’s behalf, to perform its obligations and services hereunder.  Notwithstanding anything to the contrary contained herein, Service Provider will not employ any individual or entity located in any country or territory listed on the list of sanctioned or ineligible parties maintained by the U.S. or Canadian government, including, but not limited to the Specially Designated Nationals and Blocked Persons List, BIS’s Entity or Denied Persons list, or the US Department of State’s Debarred Parties list. Generally speaking, Service Provider currently utilizes personnel in France, Australia, Germany, Canada and USA, provided this may change from time to time in accordance with this Section. 
  • Affiliates and Third Parties.  At the direction and sole discretion of Service Provider, affiliates of Service Provider (the “Service Provider Affiliates”) may perform certain tasks related to Service Provider’s obligations and rights under the Order Form and the Master Agreement, including, but not limited to, invoicing, payment, technical support, project management and/or sales support. Service Provider will have the right to use third parties, including offshore entities who employ foreign nationals, as well as employees and contractors of Service Provider Affiliates and subsidiaries, who may also be foreign nationals (collectively, “Subcontractors”) in the performance of its obligations hereunder and, for purposes of these SaaS Terms, all references to Service Provider or its employees will be deemed to include such Subcontractors. Service Provider will have the right to disclose Customer Confidential Information to such third parties provided such third parties are subject to confidentiality obligations similar to those between Service Provider and Customer. 
  • Third Party Web Services and Components. The Application may include integrations with web services made available by third parties (other than Service Provider Affiliates) that are accessed through the Application and subject to terms and conditions with those third parties. These third party web services are not part of the Application and the Agreement does not apply to them. The Software may contain or be accompanied by certain third-party components created and separately subscribed to Customer by third parties. CONSEQUENTLY, SERVICE PROVIDER’S PROVISION OF THIRD-PARTY COMPONENTS TO CUSTOMER IS ON “AS IS” BASIS WITHOUT WARRANTY FROM SERVICE PROVIDER OF ANY KIND. SERVICE PROVIDER DISCLAIMS ALL WARRANTIES AND INDEMNITIES WITH RESPECT TO THE THIRD-PARTY COMPONENTS, EXPRESS OR IMPLIED, AND ASSUMES NO LIABILITY WITH RESPECT TO THE THIRD-PARTY COMPONENTS. 
  • Mobile Access to Cloud Service. If applicable, Authorized Users may access certain Applications through mobile applications obtained from third-party websites such as Android or Apple app store. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of this Agreement. 
  • Access to Customer Data.

11.6.1    During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case Service Provider and Customer will find a reasonable method to allow Customer access to Customer Data. 

11.6.2    Before the Subscription Term expires, if available, Customer may use Service Provider’s self-service export tools (as available in an Application) to perform a final export of Customer Data from the Application. Alternatively, Customer may request data export through a support ticket. 

11.6.3    At the end of the Agreement, Service Provider will delete the Customer Data remaining on servers hosting the Application unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement. 

11.6.4    In the event of third party legal proceedings relating to the Customer Data, Service Provider will cooperate with Customer and comply with applicable law (both at Customer’s expense) with respect to handling of the Customer Data. 

• Technical Data. Customer shall not provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10. Customer shall certify that all information provided to Service Provider has been reviewed and scrubbed so that all technical data and other sensitive information relevant to Customer’s ITAR regulated project has been removed and the information provided is only relevant to bug reports on Service Provider products. 
• Compliance with Laws.  Both parties agree to comply with all applicable laws, regulations, and ordinances relating to such party’s performance under these SaaS Terms. 
• Export Laws. Customer agrees that all Service Provider offerings are subject to Canadian and/or U.S. export control laws and regulations, including the Export Control Reform Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the regulations of the Office of Foreign Assets Control (“OFAC”), the Bureau of Industry and Security, and the Department of State, and similar restrictions under Canadian and/or U.S. law, executive order, regulation, or rule (collectively, the “Export Laws”). Customer agrees to comply with all applicable Export Laws in connection with Customer’s use of the Service Provider offerings.  Customer further agrees that, unless permitted by the Export Laws, it will not allow goods and services that Customer offers through its use of the Service Provider offerings to be used by or for the benefit of any person in any jurisdiction that is the subject of an export embargo or similar restrictions under the Export Laws of any other Canadian and/or U.S. law, executive order, regulation, or rule, Currently such jurisdictions are Cuba, Iran, North Korea, Libya, Iraq, Taliban controlled Afghanistan, the territory of Crimea the Donetsk and Luhansk oblasts of Ukraine, Russia, Belarus and Syria, which jurisdictions may change from time to time. Further, Service Provider may refuse to provide the Service Provider offerings and/or any other services to the Customer, to any jurisdiction, or to any other person where the Service Provider reasonably believes that the provision of the Service Provider offerings or other services to any jurisdiction or person is prohibited by U.S. or other applicable law, executive order, regulation or rule, including but not limited to the Export Laws.  Such a refusal will not be considered a breach of this Agreement and, in the event that Customer or the jurisdiction in which it is incorporated, is domesticated or operates becomes subject to Canadian or U.S. laws which prohibit the provision of goods, services, technology or other items to Customer or such jurisdiction, this Agreement will automatically terminate. Service Provider may ascertain the jurisdiction and/or identity of the person receiving the Service Provider offerings, by any means of its choosing, including but not limited to an Internet Protocol (“IP”) address look-up technology that is designed to identify the location of the IP address and to block IP addresses located in certain territories. 
• Survival. The provisions set forth in Sections 2, 4, 5, 6.4, 8, 9.3, 9.4 and 11 of these SaaS Terms will survive termination or expiration of these SaaS Terms and any applicable license hereunder. 
• Notices.  Any notice required under these SaaS Terms shall be given in writing and will be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on the Order Form or to such other address as the parties may designate in writing. Any notice of material breach will clearly define the breach including the specific contractual obligation that has been breached. 

• Force Majeure.  Service Provider will not be liable to Customer for any delay or failure of Service Provider to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Service Provider. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Customer in providing required resources or support or performing any other requirements hereunder. 
• Restricted  Rights. Use of the Software by or for the United States Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Customer shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Software, when accessed by the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such access. 
• Privacy. Obligations with respect to personally identifiable information (if any) are set forth in the ‘Data Processing Addendum’ located at https://www.voxco.com/data-processing-agreement/ . 
• Entire  Agreement.  These SaaS Terms together with the documents referenced herein constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein. All terms respecting the subject matter of the SaaS Terms and contained in purchase orders, invoices, acknowledgments, shipping instructions, or other forms exchanged between the parties will be void and of no effect. 
• Modifications. The parties agree that these SaaS Terms cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party. 
  • Non-solicitation. During the term of these SaaS Terms and for a period of two (2) years thereafter, Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee or Subcontractor of Service Provider without the prior written consent of Service Provider. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or Subcontractor of Service Provider for a period of one (1) year from such former employee’s or Subcontractor’s last date of service with Service Violation of this provision will entitle Service Provider to liquidated damages against Customer equal to two hundred percent (200%) of the solicited person’s gross annual compensation. 
• Headings. Headings are for reference purposes only, have no substantive effect, and will not enter into the interpretation hereof. 
• No Waiver.  No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy. 
• Severability and Reformation.  Each provision of these SaaS Terms is a separately enforceable provision. If any provision of these SaaS Terms is determined to be or becomes unenforceable or illegal, such provision will be reformed to the minimum extent necessary in order for these SaaS Terms to remain in effect in accordance with its terms as modified by such reformation. 
• Independent Contractor.  Service Provider is an independent contractor and nothing in these SaaS Terms will be deemed to make Service Provider an agent, employee, partner, or joint venturer of Customer. Neither party will have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever. 
• Governing Law; Venue. The laws of the province of Quebec, Canada and the federal Laws of Canada applicable therein, govern the interpretation of these SaaS Terms, regardless of conflict of laws The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these SaaS Terms. The parties agree that the courts of the District of Montreal, Province of Quebec, Canada will have exclusive jurisdiction for the adjudication of any and all disputes or controversies arising under, out of, or relating directly or indirectly to these SaaS Terms and waive any objections to the assertion or exercise of jurisdiction by such courts, including any objection based on forum non conveniens. Mediation will be held in the District of Montreal, Province of Quebec, Canada. 

• Dispute Resolution.

Negotiations. Where there is a dispute, controversy, or claim arising under, out of, or relating to these SaaS Terms, the aggrieved party shall notify the other party in writing of the nature of such dispute with as much detail as possible about the alleged deficient performance of the other party. A representative from senior management of each of the parties shall meet in person or communicate by telephone within five (5) business days of the date of the written notification in order to reach an agreement about the nature of the alleged deficiency and the corrective action to be taken by the respective parties. 

Mediation. Any dispute, controversy, or claim arising under, out of, or relating to these SaaS Terms and any subsequent amendments of these SaaS Terms, including,  without  limitation,  its   formation,   validity, binding effect, interpretation, performance, breach, or termination, as well as non-contractual claims, and any claims with respect to the validity of this mediation agreement (hereinafter the “Dispute”), shall be submitted to mediation in accordance with the then- current WIPO Mediation Rules. The language to be used in the mediation will be English. 

Opportunity to Cure. Notwithstanding anything contained hereunder, Customer agrees and acknowledges that no dispute resolution or litigation will be pursued by Customer for any breach of these SaaS Terms until and unless Service Provider has had an opportunity to cure any alleged breach. Customer agrees to provide Service Provider with a detailed description of any alleged failure and a description of the steps that Customer understands must be taken by Service Provider to resolve the failure. Service Provider shall have sixty (60) days from Service Provider’s receipt of Customer’s notice to complete the cure. 

Injunctive Relief. The parties agree that it will not be inconsistent with their duty to mediate to seek injunctive or other interim relief from a competent court. The parties, in addition to all other available remedies, shall each have the right to initiate an action in any court of competent jurisdiction in order to request injunctive or other interim relief with respect to a violation of intellectual property rights or confidentiality obligations. The choice of venue does not prevent a party from seeking injunctive or any interim relief in any appropriate jurisdiction. 

• Country-Specific Terms. The country-specific provisions described in the ‘Country-Specific Terms Addendum’ located at https://www.voxco.com/country-specific-terms-addendum/  replace or supplement the equivalent provisions above as noted therein where the Customer is located in one of the countries identified in the Country-Specific Terms Addendum and, in any case, where the law of the jurisdiction listed in the Country-Specific Terms Addendum gets applied. 

EXHIBIT A – SERVICE LEVEL ADDENDUM FOR SAAS 

This Service Level Addendum for SaaS (“Service Level Addendum”) applies to the agreement entered into by and between the Customer (as identified on the Order Form) and the Service Provider (as identified on the Order Form) (“Master Agreement”). Capitalized terms used but not defined in this document have the meanings assigned to them elsewhere in the Master Agreement. 

1. Definitions. The following definitions apply to this Addendum.

“Downtime” means the time in which any service is not capable of being accessed or used by the Customer, as monitored by Service Provider.

“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.

“Exclusion from Downtime” The following are not counted as Downtime for the purpose of calculating Monthly Uptime Percentage:

• Service unavailability caused by Service Provider’s current schedule of monthly planned maintenance windows of the platform used to provide the applicable service and possible ad-hoc scheduled maintenance (Service Provider will endeavor to provide seven (7) days’ advance notice of service-affecting ad-hoc scheduled maintenance); or

• Service unavailability caused by events outside of the direct control of Service Provider or its subcontractor(s), including any force majeure event, the failure or unavailability of Customer systems, the Internet, and the failure of any other technology or equipment used to connect to or access the service.

2. Service Provider SLA. During the term of the applicable SaaS Subscription Agreement between Customer and Service Provider for the services listed on the Order Form, Service Provider will use reasonable efforts to achieve a Monthly Uptime Percentage of at least 99.5% for any calendar month (the “Service Provider SLA”). If Service Provider does not meet the

Service Provider SLA, and so long as Customer’s account with Service Provider is current, Customer will be eligible to receive the credits described below. These credits are Customer’s 

exclusive remedy (and Service Provider’s sole liability) with respect to Service Provider’s inability to meet the Service Provider SLA requirements. Service Provider explicitly disclaims all other remedies, whether in law or equity.

3. Service Credits. Credits are issued as a financial reimbursement if Service Provider does not meet the Service Provider SLA for a particular month of the ordered term. Upon approval of a claim Service Provider will provide the applicable remedy set forth below:

4. Maximum Credit. The maximum credit available to Customer if Service Provider is unable to meet the Service Provider SLA is up to twenty percent (20%) of the monthly fees for the month of the occurrence. Any credit will be applied to fees due from Customer for the service and will not be paid to Customer as a refund. All claims for credit are subject to review and verification by Service Provider, and all credits will be based on Service Provider’s measurement of its performance of the service and will be final.

5. Claim Procedure. To receive a service credit for Service Provider’s failure to meet the Service Provider SLA in a particular calendar month, Customer must submit a claim via the Customer support portal within thirty (30) days of the end of the month during which the Service Provider did not meet the Service Provider SLA, and include the following information:

• Customer name and account number;
• the name of the service to which the claim relates;
• the name, email address, and telephone number of the Customer’s designated contact; and
• information supporting each claim of Downtime, including date, time, and a description of the incident and affected service, all of which must fall within the calendar month for which the claim is being submitted.

EXHIBIT B – SUPPORT ADDENDUM FOR SAAS

The following support terms (“Support Terms”) are hereby incorporated into the Master Agreement and agreed to by the Parties. Capitalized terms used but not defined in this document have the meanings assigned to them in the Master Agreement.

1. Definitions. The following definitions apply to this Addendum.

“Issue” means a failure of the “Application” (as described in the Order Form) to substantially conform to the functional specifications set forth in the Documentation.

“Response Time” means the time period in which the assigned support resource (or support system) shall provide Customer with an initial technical response as a result of an Issue reported by Customer.

“Support” means the support services to be provided by the Service Provider to the Customer in accordance with this Addendum. Affiliates may not contact Service Provider for Support.

“Term” means the duration set forth in the Order Form.

2. Support Services.

2.1          Description. Technical Support Services are provided for Issues that are reproducible on the software version available on the SaaS Software Application. All information regarding how to contact support and help desk accessibility periods are published below.

2.2          “Support” Defined. Support consists of assistance provided to customers via the Internet with respect to use of the Application and to resolve Issues. Support cases are tracked and managed through access to a call management system operated by Service Provider’s support center (the “Customer Support Portal”).

2.3          Severity Classification and Response Time Goals. Issues are classified by Service Provider according to severity of impact on the use of the Application, according to the chart in Table A below and are processed based on the case severity levels described in Table A below.  When submitting a case, Customer will be asked to indicate the severity of the case for initial response in accordance with the severity definitions described in Table A below. When the case is received, Service Provider support specialists will be allowed to change the severity level if, in their discretion, the issue does not conform to the definition for the suggested severity and will notify Customer of such change. All disputes regarding severity classification will be resolved by Service Provider in its sole discretion.  Service Provider will respond to Support Services requests and endeavour to provide workarounds or fixes in accordance with the target timeframes described in Table A. Service Provider will oversee the escalation process described at below to aid in the tracking and resolution of outstanding issues that have not been resolved within a reasonable timeframe.

2.4          Technical Contacts.  Customer’s technical contacts must be trained on the Software in order to help resolve system issues and to assist Service Provider in analyzing and resolving technical Support Service requests. When submitting a technical Support Service request, Customer’s technical contact must have a good understanding of the problem encountered and an ability to reproduce the problem in order to assist Service

Provider in diagnosing and triaging the problem.

3. Obligations of Customer.

3.1          Contacting Service Provider Support. Service Provider’s support teams can be reached via the following means:

1. Service Provider Customer Portal. The Service Provider Customer Portal enables Customers to view their cases and interact with the Service Provider Support team in an online Portal environment. Customers who have been provided access to this Portal should use it as their primary means to contact Service Provider Support.
2. Via email ticketing system to Service Provider Support (support@voxco.com). The Service Provider Support team can also be contacted via email using the support@voxco.com email address. When you submit a request via email, an acknowledgement email reply, with a case number, will automatically be sent to you by Service Provider to confirm receipt of your request. Note: If the matter is of high severity, please clearly state so in the email subject line to ensure your urgent request is treated in priority order.
3. Via Telephone – in case of emergency/high severity. Should you have a critical or urgent support need, you can reach Service Provider Support via phone at the one of the support centers listed below (Support Locations).

3.2  Best Practice For Reaching Service Provider Support.  In order to ensure you receive the quickest response to your support request, please follow these best practice guidelines:

1. Place your support request using the recognized support channels: either via the Customer portal or official support email address.
2. Clearly indicate the nature of your request, the product it concerns, the severity of the issue and provide the relevant details about your request.
3. To avoid unnecessary duplication of cases (and any ensuing confusion), if you subsequently provide additional information about your request, please do so by using the original email string (i.e. add your comments to the “automated acknowledgement email” you received, rather than starting a new email).
4. For high severity issues/situations, create a case request via the portal or email and also please call the Service Provider Support team to receive immediate support.

3.3  Support Offices – Phone Numbers.  You can reach the regional Service Provider support offices at the phone numbers listed below.

                North America office (Montreal): 

                Local (Montreal): +1 514 312-9255

                Toll-free (from North America): +1 844-342-9255

                Australia office:  +61 (0)2 9746 5896

                France office:  +33 0800 10 30 40

                Germany office:  +49 621 875 577

                UK office:  +44 1992 892 684

3.4  Support Offices – Support Hours.  The local Service Provider Support offices are available to provide help during the following times (expect during Holiday times, see below):

1. North America office local support hours:

Monday to Friday regular hours: 08:30 – 20:00 (New York time)

Monday to Friday extended hours: 20:00 – 23:00 (New York time)*

Saturday extended hours: 09:00 – 17:00 (New York time)*

2. Europe offices local support hours:

                Monday to Thursday: 09:00 – 18:00 (Paris time)

                Friday: 09:00 – 17:00 (Paris time)

3. Australia office local support hours:

                Monday to Friday: 08:30 – 17:00 (Sydney time)

*Support during extended hours is available to treat high severity (1 & 2) incidents for CUSTOMER whose maintenance contract includes Extended Coverage.

3.5  Support Offices – Closed/Limited Support during holidays. The local Service Provider support teams are unavailable on the following holidays:

1. North America office – local support not available on:

Christmas – December 24 as of 12:00 pm, & December 25

New Year’s Day – December 31 as of 12:00pm  & January 1

On other Canadian and US holidays – support will be provided for normal and extended support hours. However, case handling may be limited to high severity (1 & 2) cases.

2. France office – local support not available on:

                                All France public holidays

3. Germany office – local support not available on:

                                All German public holidays

4. Australia office – local support not available on:

                                All New South Wales (NSW) public holidays

3.6 Case Escalation. Our Service Provider front line technical support experts are your first point of contact when requesting help with usability questions and solutions to incidents. They aim to ensure your support needs are fully addressed and resolved to your satisfaction. On occasion, your assigned support specialist may be unable to provide the required help for a specific issue/case.  In such a situation, your case may be escalated to other Service Provider team members in order to obtain additional help in achieving prompt resolution of the case/issue.  Below outlined is the Case Escalation Process followed at Service Provider.

3.7 Types of Escalation.  Service Provider recognizes two types of escalation, which are not mutually exclusive. Either one or both may be applicable to a given situation. Functional Escalation refers to the process of assigning a case from one functional team to another team based on the skills required to resolve the incident or case.  Hierarchical Escalation refers to the process of involving a more senior Service Provider team member in the case to help support its resolution. At Service Provider, this could mean oversight by one of the following: the Director of Support, your assigned Project Manager, your Account Manager and/or, in extreme cases, someone from the Service Provider management team (VPs & CEO).

3.8  Steps in Requesting Escalation.  Before escalating a case, please be sure you have: 1) created a case through the proper channels and 2) have also contacted Support for help.   Should your case/issue require escalation, your technical support specialist will request the appropriate escalation on your behalf.  However, if you are not satisfied by the speed or type of escalation, Service Provider entitles you to personally request escalation from other individuals at Service Provider. To escalate a case, please address your request incrementally in the following fashion:

Step 1: Ask the specialist assigned to your case/incident to escalate the issue.

Step 2: Reach out to a Support Director:

                                North America: Denis.Michaud@voxco.com

                                Europe: Sebastien.Mattei@voxco.com

Step 3: (if one has been assigned to you): reach out to your Service Provider Project Manager.

Step 4: Reach out to your Account Manager/Sales Manager

3.9 Remote Connection. If appropriate, Customer will cooperate with Service Provider to allow and enable Service Provider to perform Support via remote connection using standard, commercially available remote control software. Customer will be solely responsible for instituting and maintaining proper security safeguards to protect Customer’s systems and data.

1. Updates. Customer acknowledges and agrees that SaaS updates provided by Service Provider pursuant to this Addendum may, in Service Provider’s sole discretion, require additional training of Customer’s personnel. Such training will be performed in accordance with Section 6.
2. Disclaimer. Service Provider will not be responsible to provide Support, updates, or any other maintenance and support to the extent that Issues arise because Customer: (a) misuses, improperly uses, mis-configures, alters, or damages the Application; (b) uses the Application with any hardware or software not recommended by Service Provider; (c) uses the Application at any unauthorized location; (d) fails to install an update to the Application if such update would have resolved the Issue; or (e) otherwise uses the Application in a manner not in accordance with the Master Agreement.

4. Additional Professional Services.

4.1  Scope. Customer may purchase supplemental professional services for an additional fee. Fees related to such services will be set forth in a statement of work signed by both parties. If no fee is stated, then services will be provided at Service Provider’s standard rate for equivalent services in effect at the time the statement of work is executed. For clarity, if any services are explicitly included in the Support Level selected by Customer, then such services do not require payment of an additional fee.

1. a) On-Site Services. Customer may purchase on-site Support.

1. b) Training. Customer may purchase training services with respect to the Application.

1. c) Consulting. Customer may purchase consulting services related to defects caused by Issues other than the Application.

4.2          Out of Pocket Expenses. Customer shall pay all reasonable out-of-pocket expenses incurred by Service Provider, including costs for meals, lodging, and travel related to these additional services. 

Table A – Support Case Severity Levels

EXHIBIT C – TCPA

1. Customer is required to use the software and/or the services from Voxco in full compliance with all applicable laws and regulations, including without limitation, all state, federal and international: (1) Do- Not-Call list prohibitions; (2) consumer cancellation rights; (3) mandatory disclosures; (4) cell phone messaging restrictions; (5) internal DNC/opt-out rules; and all other applicable laws and regulations. By making any use of the software and services, Customer expressly warrants that Customer is and shall continue to act in full compliance with the law.

2. Customer agrees that Customer has read and understands the FTC’s Telemarketing Sales Rule (“TSR”) and the FCC’s Telephone Consumer Protection Act (“TCPA”), and all other applicable laws and regulations. Customer understands that in some cases, applicable state and local restrictions are more restrictive  than  the  federal rules. Customer should review these rules with Customer’s own legal counsel to ensure that Customer understands and complies. Voxco will not assume any liability if Customer is ever held liable for any law violation.

3. Customer will purchase and timely scrub against a national list of wireless numbers and numbers ported from landlines to cell phones. Customer agrees that Voxco is not responsible for ensuring that Customer does not transmit messages to cell phones in violation of the cell consent rules.

4. Customer agrees to create and enforce its own internal safe harbor and Do Not Call policies and procedures in full compliance with the law.

5. Customer agrees to indemnify, defend and hold harmless Voxco along with its owners, members, directors, officers, agents, employees, contractors, consultants and vendors from and against any and all claims, suits, fines, costs, expenses, judgments and fees, including reasonable attorney’s fees, court costs and expenses, arising out of a claim alleging any violation by Customer of the law, including the Telephone Consumer Protection Act (TCPA) based on the Customer’s conduct or negligence. Customer will promptly indemnify, defend or settle, any such third-party claim, demand, lawsuit, investigation or proceeding brought against Voxco. Voxco will: (i) promptly notify Customer of such claim, (ii) provide Customer with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) Customer will advise Voxco regarding the defense and settlement of such claim, subject to Voxco’s approval of any such settlement, which approval will not be unreasonably withheld.

6. Customer warrants and represents that all present and future marketing practices used by their organization are in compliance with the Telephone Consumer Protection Act as defined under 47 U.S.C. Section 2227 (http://www.fcc.gov/ccd/consumernews/tcpa.html). No legal advice or counsel is given, or shall be deemed to have been given, by Voxco.