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SUBSCRIPTION TERMS AND CONDITIONS
Version: October 2025
These Subscription Terms and Conditions (the “Terms”) govern each subscription to the Solution purchased by the customer entity identified in the applicable Order Form (“Customer”) from the provider entity specified therein (“Provider”), provided that the Order Form expressly references these Terms. Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” In the event of any contradiction or discrepancy between the provisions of the Terms and the terms of the Order Form the latter shall prevail. Customer’s terms and conditions of purchase shall not apply.
1.1 Access to the Solution. Subject to and conditioned on Customer’s payment of the fees outlined in an applicable Order Form, Provider will for the duration specified in the applicable Order Form:
(i) make the Solutions to which Customer has subscribed, available via direct secured download pursuant to the Scope set forth in the respective Order Form. Provider additionally will deliver by email or other electronic systems to Customer any license key, necessary to operate the Solution. The delivery of the license key represents the delivery of the Solution to Customer which Customer recognizes as such.
(ii) provide Customer with support and maintenance for the Solutions, within the limits specified in these Terms or an applicable Order Form. Customer shall collaborate with Provider in good faith by providing all information that Provider may deem to be of use for Provider’s performance of maintenance and support services.
1.2 Modifications to the Solutions. Customer acknowledges and accepts that the Solution may evolve over time, with functionality being added or removed periodically, provided that the Provider does not materially degrade the primary core functionality of the Solution.
1.3 Customer Responsibility. It is the responsibility of Customer to install the Solution, and to procure, and maintain the hardware (e.g., database server systems, networks, application server systems, or Customer systems) required for the installation and proper operation of the Solution as set forth in the Documentation or the applicable Order Form, and for receiving support and maintenance with these Terms and the applicable Order Form.
1.4 Solution Use Restrictions. Customer agrees to operate the Solutions in accordance with the instructions given by Provider in the Documentation, and not to:
(i) use the Solution in violation of applicable laws (including without limitation applicable Export Control Regulations).
(ii) interfere with or disrupt the Solution, to the extent Provider operates them for Customer, which includes, without limitation, the accessing of systems or networks connected to the Solution in an unauthorized manner.
(iii) grant access to the Solution to anyone other than users and Affiliates or use the Solution outside of the Scope authorized under the Order Form.
(iv) copy, modify, or distribute any part of the Solution beyond the Scope of the rights granted under the Order Form.
(v) modify, reverse engineer, disassemble, or decompile any part of the Solution.
(vi) use the Solution to develop a competitive product or service.
(vii) use the Solution to send chain letters, advertising messages, denial of service attacks, or for any purpose other than their intended use.
(viii) conduct load tests, penetration tests, or other similar verifications on the Solution without Provider’s prior consent in writing signed by an authorized representative of Provider.
(ix) use the Solutions to train an automatic learning algorithm.
2.1 Subscription Term. Unless otherwise specified in the Order Form, each Order Form and each Solution subscription shall become effective on the effective date specified in the Order Form and shall remain in effect for a term of thirty-six (36) months. Each Order Form and Solution subscription shall automatically renew for successive terms of the same duration as the initial term, unless either Party provides written notice of termination at least three (3) months prior to the expiration of the then-current term.
2.2 Termination. An Order Form may be terminated by either Party, effective on written notice to the other Party, if the other Party materially breaches these Terms or terms of the Order Form and such breach remains uncured 90 days after the non-breaching Party provides the breaching Party with written notice of such breach. Additionally, an Order Form may be terminated by Provider, effective on written notice to Customer, (i) if Customer fails to pay any amount when due under the respective Order Form, where such failure continues more than 30 days after Provider’s delivery of written notice thereof, (ii) if Customer is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property, (iii) if Customer no longer meets the ethical and compliance standards outlined in the Provider’s Responsible Sales Policy, as referenced herein, (iv) if it becomes unlawful for Provider to continue performing its obligations under an Order Form due to Export Control Regulations, (v) if there is a change in the political situation of the country in which the Solution is used, or (vi) if Customer breaches its obligations under Export Control Regulations Section hereof, including, without limitation, if Customer uses the Solution for a purpose other than the one for which the relevant order was placed, the Customer has not obtained the necessary license to export the Solution, or the Customer has not provided or updated the applicable end user certificate.
2.3 Effect of Termination. Upon expiration or termination of an Order Form, the Customer shall immediately cease using the affected Solution and shall, upon request, confirm in writing to the Provider that such cessation has occurred.
3.1 Subscription Pricing. Unless otherwise specified in the applicable Order Form, the price for the Solution subscription shall be stated in U.S. dollars, and excludes any federal, state, or local taxes, duties, levies, or other charges, including but not limited to sales, use, or value-added taxes, arising from the commercial transactions executed under each Order Form or the Customer’s use of the Solution (collectively, the “Taxes”). Customer shall be solely responsible for the payment of all such Taxes, unless Provider is required by applicable law to collect or remit them. In such case, the Provider shall invoice the Customer for such Taxes, in addition to the price for the Solution subscription, at the applicable rate in effect as of the date of invoicing, unless the Customer provides the Provider with a valid tax exemption certificate issued by the appropriate taxing authority. In the event that the Solution subscription is limited to a certain Territory and the Parties agree to expand the Scope to a new Territory, any additional costs incurred by Provider to comply with regulations applicable in the new Territory shall be Customer’s responsibility.
3.2 Price Adjustment. Provider may change the fees upon renewal of an Order Form in its sole discretion, provided that Provider gives Customer reasonable notice of any such fee change prior to the end of the Order Form term. Notwithstanding the aforesaid, the fee for any Solution subscription shall in any case increase in accordance with the following formula on an annual basis, and without the need for additional notice:
Revised Fee = P0 x (CPI1/CPI0)
Where P0 means the fee applicable in the last year of the Solution subscription (reference price), CPI1 means the latest U.S-CPI index published on the revision date, and CPI0 means the latest U.S-CPI index published on the first day of the respective (renewed) Solution subscription.
3.3 Payment. The Customer agrees to pay the fees specified in the Order Form in accordance with the payment frequency and due dates set forth therein. Unless otherwise specified in the Order Form, each subscription to a Solution shall be invoiced annually upfront and shall be non-reducible and non-refundable irrespective of Customer’s use of the Solution. Payments for invoices are due within thirty (30) days of the invoice date in full and without any deductions or discounts, and shall be made by bank transfer.
3.4 Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available to Provider, Provider may charge interest on the past due amount at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law. Interest will be calculated monthly and Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payment of amounts due or related interest, including attorneys’ fees, court costs, and collection agency fees. If failure to make any payment when due continues for seven days following written notice thereof, Provider may disable Customer’s use of the Solution.
4.1 Provider Intellectual Property. Customer acknowledges and agrees that (i) the Solution, and the Documentation are licensed, not sold, to Customer by Provider and Customer does not have under or in connection with the Terms or the Order Form any ownership interest in the Solution, the Documentation, or in any related Intellectual Property Rights; (ii) Provider and its licensors are the sole and exclusive owners of all right, title, and interest in and to the Solution, and the Documentation, including all Intellectual Property Rights relating thereto, subject only to the limited license granted to Customer under the Terms and the Order Form; and except for the limited rights and licenses expressly granted under the Order Form, nothing in the Terms or the Order Form grants, by implication, waiver, estoppel or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Solution, or the Documentation.
4.2 Solution License. Subject to Customer’s payment of the fees specified in the Order Form, the Provider grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Solution identified in the applicable Order Form, for the duration specified therein, for Customer’s internal purposes, and solely in accordance with the Terms and the applicable Order Form. The license is limited to the Scope outlined in the Order Form.
4.4 Customer Intellectual Property. As between Customer and Provider, Customer retains any Intellectual Property Rights in and to the Customer Data. Customer grants to Provider and Provider’s subcontractors used to provide the Solution, a non-exclusive, sublicensable, royalty-free, worldwide license to access, use, host, copy, transmit and display Customer Data, for the sole purpose of providing the Solution, limited to the term of an applicable Order Form. Notwithstanding the aforesaid, Provider may use any Usage Data for its own purposes, such as the operation and improvement of the Solution, and the development of new products and services.
5.1 Duty of Confidentiality. Each Party acknowledges that during the performance of the Order Forms, it may obtain Confidential Information from the other Party. Each Party agrees to secure and protect the other Party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such Party’s own Confidential Information (but in no event less than reasonable care). The receiving Party must not (i) use the Confidential Information of the disclosing Party other than as necessary to fulfill the receiving Party’s obligations or to exercise the receiving Party’s rights under the Terms or the Order Form, (ii) disclose Confidential Information of the disclosing Party to any person or entity other than its Representatives who need to know it to fulfill the receiving Party’s rights and fulfill its obligations under the Terms and the Order Form and who are subject to confidentiality obligations at least as stringent as the obligations set forth in these Terms and the Order Form. The disclosing Party shall remain responsible for any third party’s compliance with the confidentiality obligations set forth in this clause. The confidentiality obligations will survive for three (3) years after the termination or expiration of the Order Form.
5.2 Exclusions and Exceptions. a) The confidentiality obligations set forth herein shall not apply to Confidential Information that the receiving Party can demonstrate by written or other documentary records: (i) was or becomes generally known by the public other than by the receiving Party’s or any of its Representatives’ noncompliance with these Terms and the Order Form; (ii) was rightfully known to the receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the receiving Party in connection with the Terms and the Order Form; (iii) was or is received by the receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by the receiving Party without reference to or use of any Confidential Information. b) Nothing in the Agreement shall prevent the receiving Party from disclosing Confidential Information to the extent the receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction.
The Parties undertake to comply with the applicable legislation concerning data protection, in particular, Regulation (EU) 2016/679 of the European Parliament, to the extent applicable (hereinafter the “Applicable Regulations”). Customer specifically undertakes to ensure that Customer Data containing personal data has been collected in compliance with the Applicable Regulations, including in particular (i) obtaining the prior consent of the data subjects where applicable, (ii) ensuring the traceability of such consent, and (iii) in any case, providing prior information to data subjects.
7.1 Compliance with Export Control Regulations. The Parties represent and warrant that they will comply with all Export Control Regulations.
7.2 Customer as Importer. Customer is considered the importer of the Solution for the purposes of Export Control Regulations and is solely responsible for ensuring compliance with applicable local laws and regulations, as well as verifying that the Solution is not prohibited for sale in its country of importation. Provider will not be held liable for any non-compliance with the legislation of the importation country. Customer shall provide Provider in a timely manner with any documentation necessary to obtain the permits or licenses required for Provider to export the Solution.
7.3 Documentation. Customer shall obtain and provide to Provider in a timely manner and at its own expense, all regulatory authorizations and approvals necessary or desirable under applicable Export Control Regulations in connection with the sale of the Solution, including without limitation any end user certificates as required. Provider may suspend delivery of the Solution to the Customer without incurring any liability whatsoever until its receipt of any certificates, licenses, permits or other documents required under applicable Export Control Regulations.
7.4 Additional Customer Obligations. Customer shall not
(i) export or re-export the Solution or any technical data related to the Solution to any country prohibited under the export regulations of the United States, the European Union, or any other applicable jurisdiction, without the prior written consent of Provider,
(ii) use the Solution or make them available to any individual or entity in connection with terrorist activities or any activities that violate sanctions imposed by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council (UNSC), the European Union, or any other body with the authority to enforce economic sanctions,
(iii) to the extent that the Territory for the use of the Solution is restricted in the applicable Order Form, export or re-export the Solution outside such Territory in accordance with the applicable export license. Customer represents and warrants that neither the Customer and its Affiliates nor their respective directors and officers are subject to sanctions imposed by the aforementioned bodies.
7.5 No Re-Export to Russia. a) Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or to Belarus or for use in the Russian Federation or in Belarus any goods supplied under or in connection with these Terms that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 and/or of Article 8 septies of Council Regulation (EC) No 765/2006 reexport.
b) Customer shall make best efforts to ensure that the purpose of Section 7.5 a) is not frustrated by any third parties further down the commercial chain, including by possible resellers.
c) Customer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of Section 7.5 a).
d) Any violation of Sections 7.5 a) – c) shall constitute a material breach, and Provider shall be entitled to seek appropriate remedies.
e) Customer shall immediately inform the Provider of any problems in applying Sections 7.5 a) – c), including any relevant activities by third parties that could frustrate the purpose of Sections 7.5 a). Customer shall make available to Provider information concerning compliance with the obligations under Sections 7.5 a) – c) within two weeks of the simple request for such information.
8.1 Provider Warranty. Provider represents and warrants to Customer that (i) Provider has the right to grant to Customer the rights and licenses under the Order Form, and (ii) for the duration of the Order Form term, the respective Solution will substantially conform in all material respects to the specifications made in the Documentation, when operated, and used as recommended in the Documentation and in accordance with the Terms and Order Form.
8.2 Customer Warranty. Customer represents and warrants to Provider that, to the extent Customer provides Customer Data to Provider in connection with the Solution, (i) Customer has obtained all necessary approvals and owns or otherwise has and will have all necessary and sufficient rights relating to Customer Data to enable Provider to provide the Solution, (ii) Customer Data is lawful, does not and will not violate public order or morality, and does not expose the Provider to any civil or criminal liability, (iii) Customer Data does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, any privacy, confidentiality or other rights of any third party, or violate any applicable laws, and (iv) Customer will use the Solution in compliance with the Terms, the Order Form and applicable law.
8.3 Disclaimer. EXCEPT FOR THE LIMITED EXPRESS WARRANTIES SET FORTH IN THESE TERMS, THE SOLUTION IS PROVIDED “AS IS,” AND “AS AVAILABLE”. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SOLUTION AND RESULTS OF THE USE THEREOF WILL MEET CUSTOMER’S OR OTHER PERSONS’ REQUIREMENTS, SPECIFICATIONS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PROVIDER SHALL HAVE NO RESPONSIBILITY FOR ANY CUSTOMER DATA.
8.4 Remedies. If the Solution fails to materially comply with the warranty set forth herein, Provider shall at its sole discretion, either (i) repair or replace the nonconforming part of the Solution or (ii) if Provider determines such remedies to be impracticable, allow Customer to exercise its termination rights hereunder. The remedies set forth in this Section shall only apply, if Customer promptly provides written notice of the warranty claim, and if as of the date of such notice is in compliance with all Terms and the applicable Order Form (including the payment of all fees then due). NOTWITHSTANING PROVIDER’S INDEMNIFICATION OBLIGATIONS HEREUDNER, THE FOREGOING CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND PROVIDER’S SOLE LIABILITY WITH RESPECT TO THE PROVIDER’S EXPRESS WARRANTIES.
9.1 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Provider, its Affiliates, licensors, and their respective officers, directors, employees, agents, permitted successors and assigns from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”), resulting from any claim, suit, action, or proceeding (“Claim”) by a third party arising out of, related to or in connection with Customer Data or other materials or technology provided by Customer, or directed by Customer to be used, installed, or combined with the Solution or Documentation, or a use of the Solutions or Documentation by or on behalf of Customer, or any of its Affiliates that is outside the purpose, Scope or manner of use authorized by the Terms, Order Form or the Documentation, or in any manner contrary to Provider’s instructions.
9.2 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors and permitted assigns from and against any and all Losses resulting from Claims by a third party related to an allegation that the Solution or Documentation, or any use of the Solution or Documentation in accordance with the Terms and Order Form, infringes or misappropriates such third party’s Intellectual Property Rights. This Section 9.2 does not apply to the extent that the alleged infringement arises from (i) Customer Data, input data or customization data provided by the Customer for the operation of the Solution, (ii) a third-party software, which is included in the Solution, or the use of software, hardware, operating systems, or other products not supplied or controlled by Provider, (iii) any modification or alteration of the Solution other than by Provider, or the use of outdated versions of the Solution, (iv) Customer’s continued use of the Solution after Provider notifies Customer to discontinue use because of an infringement claim, (v) negligence or willful misconduct by or on behalf of the Customer, (vi) a breach of the Terms or Order Form by Customer, or (vii) a third party’s or any users’ acts or omissions.
9.3 Indemnification Procedure. The Party seeking indemnification (“Indemnitee”) shall promptly, but no later than 20 days after becoming aware of the Claim, notify in writing the Party against whom indemnification is sought (“Indemnitor”) of the Claim for which Indemnitee believes it is entitled to be indemnified pursuant to Sections 9.1 or 9.2. The Indemnitee shall cooperate with the Indemnitor. The Indemnitor shall promptly assume control of the defense and investigation of such Claim and shall employ counsel of its choice to handle and defend Indemnitee, at the Indemnitor’s sole cost and expense. The Indemnitor shall not settle any Claim without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee shall provide all reasonable assistance to Indemnitor in the defense of such Claim, and may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. If the Indemnitor fails or refuses to assume control of the defense of such Claim, the Indemnitee shall have the right to defend against such Claim, including settling such Claim after giving notice to the Indemnitor. The rights under Sections 9.1 and 9.2 shall be conditioned upon the Indemnitee’s performance of its obligations under this Section 9.3.
9.4 Sole Remedy. NOTWITHSTANDING SECTION 8 HEREOF, THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOLUTION OR DOCUMENTATION INFRINGES, OR MISAPPROPRIATESANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10.1 Exclusion of Liability. a) EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, NEITHER PROVIDER, NOR ITS AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES, SHALL BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGE, OR LIABILITY ARISING FROM OR RELATED TO (i) ANY FAILURE IN THE QUALITY, AVAILABILITY, OR RELIABILITY OF TELECOMMUNICATIONS NETWORKS, INCLUDING WITHOUT LIMITATION THOSE PROVIDED BY A THIRD-PARTY INTERNET SERVICE PROVIDER, EVEN IF SUCH PROVIDER WAS RECOMMENDED BY THE PROVIDER, (ii) THE USE OF THE SOLUTION IN COMBINATION WITH ANY SOFTWARE NOT PROVIDED OR CONTROLLED BY THE PROVIDER EXCEPT AS AUTHORIZED IN THE DOCUMENTATION, (ii) ERRORS IN ANY SOFTWARE, OPERATING SYSTEM, OR HARDWARE NOT CONTROLLED BY THE PROVIDER, (iii) ANY FAULT, NEGLIGENCE, OMISSION, OR BREACH BY THE CUSTOMER, INCLUDING THE TRANSMISSION OF INACCURATE OR INCOMPLETE INFORMATION, (iv) FAILURE TO FOLLOW REASONABLE ADVICE OR RECOMMENDATIONS PROVIDED BY THE PROVIDER, OR FORCE MAJEURE EVENTS AS, (v) NEGLIGENCE OR OMISSIONS OF THIRD PARTIES OVER WHICH THE PROVIDER HAS NO CONTROL, (vi) CUSTOMER DATA.
(b) EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, NEITHER PARTY (INCLUDING THEIR AFFILIATES) WILL BE LIABLE TO THE OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS), ARISING OUT OF OR RELATING TO THE TERMS OR ANY ORDER FORM, EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES THAT COULD NOT REASONABLY HAVE BEEN FORESEEN AT THE TIME THE RELEVANT ORDER FORM WAS EXECUTED.
10.2 Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY (INCLUDING THEIR AFFILIATES) ARISING OUT OF OR RELATED TO ANY ORDER FORM UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), EXCEED 100% OF THE ANNUAL FEES ACTUALLY PAID BY CUSTOMER UNDER AN ORDER FORM.
10.3 Exceptions. The exclusions and limitations of liability in these Terms and any Order Form, including without limitation in this Section 10, shall not apply to (i) death, or bodily injury caused by either Party, (ii) either Party’s gross negligence, willful or intentional misconduct, fraud, or fraudulent misrepresentation, as well as the payment obligations outlined in Section 3, and any breaches thereof, and (iii) any liability that cannot be limited or excluded under applicable law. The limitation of liability in Section 10.2 shall additionally not apply to the indemnification obligations outlined Section 9.
10.4 Miscellaneous. a) The Parties agree to take all reasonable steps to mitigate their respective damages in the event of any claim, whether arising from breach of contract, tort, or any other legal theory.
b) No legal action may be initiated against the Provider for any claim or cause of action whatsoever after the expiration of one (1) year from the date on which the event giving rise to the claim or cause of action occurs, including but not limited to the date on which the Customer first becomes aware, or reasonably should have become aware, of the facts giving rise to the claim, regardless of when the Order Form is terminated.
c) The Parties acknowledge that the terms set forth in Section 10 are a fundamental factor in their decision to enter into the Order Form. They further agree that the any fees due under the applicable Order Form are based on the allocation of risk between the Parties, as reflected in this Section 10.
During the term of the respective Order Form and for a period of 6 months thereafter, Provider may, by providing reasonable advance notice, conduct at Provider’s cost an audit of Customer’s compliance with the terms of these Terms, and the applicable Order Form. Provider may appoint at Provider’s sole discretion an independent auditor, provided such independent auditor agrees to enter into a confidentiality agreement with terms reasonably acceptable for Customer. Customer agrees to fully cooperate with the appointed auditor in connection with such audits and will provide auditor access to such properties, systems, records, documents and personnel as auditor may reasonably request for such purpose. Customer shall promptly reimburse Provider for any amounts which the audit discloses were not paid by Customer but were or would have been due under the terms of the respective Order Form. The applicable rate for any amounts due will be Provider’s then current undiscounted standard tariff, not the rate or commercial discounts negotiated by the Customer, and will be in addition to the damages that Provider is entitled to claim from the Customer for the loss suffered. Furthermore, if the audit reveals that any amount is owed by Customer, Customer shall reimburse Provider for the reasonable costs of the audit.
12.1 Applicable Law. a) These Terms and the Order Form shall be governed by and construed in accordance with the Laws of the State of New York, without regard to its principles regarding conflicts of law. Notwithstanding Section 12.1b), all disputes arising out of or relating to the Terms and any Order Form will be brought in the federal or state courts located New York City, New York, and the Parties consent and submit to jurisdiction in such courts. THE PARTIES AND THEIR AFFILIATES WAIVE ALL RIGHTS TO TRIAL BY A JURY. The Terms and the Order Form shall not be governed by or construed by the Uniform Computer Information Transactions Act or the United Nation Convention on Contracts for the International Sale of Goods.
b) In the event of any dispute arising out of or relating to the existence, interpretation, performance, or validity of these Terms or the Order Form, the Parties agree to first attempt to resolve the dispute through a reconciliation procedure before initiating any legal proceedings. To initiate the reconciliation procedure, the Parties will meet promptly after receiving written notice detailing the disagreement. Each Party will designate appropriate representatives to facilitate the process. If the reconciliation procedure is successful, the Parties agree to execute a confidential settlement agreement. If the dispute is not resolved through the reconciliation procedure, either Party may proceed with legal action in accordance with Section 12.1a).
12.2 Assignment. Neither Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations under these Terms or the Order Form, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other Party’s prior written consent. Notwithstanding the aforesaid, no such prior written consent shall be required for the assignment, or transfer of any rights or obligations to an Affiliate that is able to satisfy the obligations of the assigning Party under this Agreement, provided such Affiliate is not a competitor of the other Party. No assignment, delegation, or transfer will relieve the assigning Party of any of its obligations or performance under these Terms or the Order Form. Any purported assignment, delegation, or transfer in violation of this Section is void. The Terms and the Order Form is binding on and inures to the benefit of the Parties hereto and their respective successors and permitted assigns.
12.3 Compliance and Corporate Responsibility. Each Party agrees to comply with applicable regulations regarding the protection of human rights, corporate social responsibility, labor laws, and anti-corruption laws. Customer will furthermore comply with Provider’s Responsible Sales Policy, which is available on Provider’s website.
12.4 Independent Contractor. Provider will perform its obligations as an independent contractor of Customer, and neither these Terms nor the Order Form shall be construed to create a partnership, joint venture, agency or employment relationship between Provider and Customer. Provider’s personnel remains under Provider’s exclusive authority and control at all times. As the employer, Provider is responsible for the administrative, accounting, and social management of its employees involved in the performance under the Order Form.
12.5 Notices. Any notice, request, consent, claim, demand, waiver, or other communication under the Terms and the Order Form have legal effect only if in writing and addressed to a Party as indicated in the Order Form. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the second day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
12.6 Waiver. No waiver by any Party of any of the provisions these Terms or the Order Form will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Terms or the Order Form, neither a failure to exercise or a delay in exercising, nor any single or partial exercise of any right, remedy, power, or privilege arising from the Terms or the Order Form will preclude the initial or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.
12.7 Equitable Relief. Each Party acknowledges that a breach by a Party of the Sections 1.4, 4, or 5 may cause the non-breaching Party irreparable damages, for which an award of damages may not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in the Terms to the contrary.
12.8 Entire Agreement. These Terms, together with any other documents incorporated herein by reference, any exhibits, attachments and appendices, as well as the Order Forms, constitute the sole and entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Statements or representations made by either Party during negotiations shall not be binding unless expressly incorporated into the Terms, its exhibits, attachments or appendices, or the Order Forms. Any terms in Customer’s purchase order that conflict with the Terms, its exhibits, attachments or appendices, or the Order Forms shall be deemed null and void. In the event of any inconsistency between the statements made in these Terms, the exhibits, attachments and appendices, any Order Forms, and any other documents incorporated herein by reference, the following order of precedence in descending order governs: (i) any Order Forms, (ii) the exhibits, attachments and appendices to these Terms, (iii) these Terms, (iv) any other documents incorporated herein by reference.
“Affiliate” means any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, either Party. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies, whether through, without limitation, the ownership of more than 50% of the voting securities, by contract, or otherwise.
“Confidential Information” means any information disclosed by a Party that is either explicitly designated as confidential or that, due to its nature and the circumstances of its disclosure, should reasonably be understood to be confidential. The Provider’s Confidential Information includes all technical and performance-related information regarding the Solution, any non-public documentation provided by the Provider, as well as the terms and conditions of the any Order Form.
“Customer Data” means the documents, information, content, or other data that have been provided by Customer to Provider for processing in connection with the Solution, excluding Usage Data.
“Documentation” means, when applicable, the set of instructions, operating manuals, and technical literature detailing the functionalities and usage guidelines for each Solution provided by the Provider.
“Export Control Regulation” means all applicable national and international laws and regulations, licenses and authorizations applicable to national security and strategic interest, as well as all sanctions or economic restrictions, the export, import, re-export, re-import or transfer of the Solution, their components, technical data and technology.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Order Form” means a written document signed by the authorized representative of Customer and Provider or their respective Affiliates referencing these Terms, and summarizing the Provider’s Solution offering and its associated pricing; the rights and obligations of the Parties outlined in the Terms are considered to be incorporated into the Order Form.
“Solution” or “Services” means the software product Customer subscribes to as described in the Order Form, including the associated Documentation, which is hosted, managed, and maintained by Provider, and made available to Customer over the internet or other network.
“Scope” means the limits associated with the deployment or provision of the Solution, and may include, but is not limited to, limitations with respect to time, Territory, volume, or users.
“Territory” means the geographic area where the Customer is authorized to use the Solution, as specified in the Order Form.
“Usage Data” means non-identifiable data or metadata associated solely with the access, usage or interactions of the Solutions by Users.
EXHIBIT – SPECIFIC CONDITIONS FOR SINEQUA ES
The terms and conditions in this Exhibit apply with respect to the Sinequa ES On-Prem Solution if made available to Customer under an applicable Order Form.
The license metrics for the Solution shall have the meanings set forth in this Exhibit, except where alternative definitions are applicable to a particular market as specified in an applicable Order Form. The definitions in this Exhibit are intended to provide a general framework and shall apply only in the absence of such market-specific or Customer-specific terms. Capitalized terms used in this Exhibit, or an applicable Order Form shall have the meanings assigned in this Section 1 and shall apply equally to the singular and plural forms.
2.1 Delivery. Provider shall electronically deliver to Customer, and Customer shall download, the SINEQUA ES via direct secured download through https://download.sinequa.com. It is the responsibility of Customer to install the Solution. Provider will deliver by email or other electronic systems to Customer the license key required to operate the Solution. The delivery of the license key represents the delivery of the Solution to Customer which Customer recognizes and accepts as such.
2.2 Support and Maintenance. If so provided for in an applicable Order Form governing Customer’s subscription to Provider’s Solution, SINEQUA ES, Customer shall be entitled to receive the support and maintenance services outlined in the SINEQUA ES Support and Maintenance Exhibit.
2.3 Third-Party Software. Sections 8.1 and 9.2 of the Terms only apply to the Solution developed by or for Provider and its Affiliates and do not apply to any third-party and open-source software that is provided to Customer along with the Solution as identified in the Documentation, even if packaged with the Solution.
Customer is entitled to receive certain support and maintenance services to address incidents, issues or problems with the Solution. To report an incident, an issue or a problem (“Anomaly”), an authorized user of the Solution may submit a request (“Support Request”) to Provider, by using the Support Request platform accessible at https://support.sinequa.com. Upon receipt of the Support Request, Provider will tag the Anomaly with the appropriate support priority level (“Anomaly Level”). By default, any Support Request will be assigned the Anomaly Level “Low” as defined in the table below.
In response to the submission of a Support Request, Provider will, if warranted and as determined by Provider in its sole discretion, issue a digital ticket (“Support Ticket”), provided the Support Request was submitted in accordance with this exhibit. Each Support Ticket will be assigned a tracking number and, if appropriate, a new Anomaly Level as determined by Provider. Provider will give notice to Customer in the event any modification to the Anomaly Level is made. Provider will use commercially reasonable efforts to process each Support Ticket according to the time frames set forth below.
The following chart outlines the support service level regarding the resolution of an Anomaly.
| Support Request Anomaly Level | Response Time | Fix or Workaround Time |
| Critical / Blocking The Solution cannot be used at all (all Users affected). |
within 1 business day | up to 5 business days under commercially reasonable efforts |
| High / Major Significant degradation of Solution’s performance (i.e. a large number of Users or business critical functions affected). |
within 3 business days | up to 10 business days under commercially reasonable efforts |
| Medium (a limited degradation of the Solution’s performance (i.e. a limited number of Users or functions affected, but business process can continue). |
within 4 business days | up to 30 business days under commercially reasonable efforts |
| Low / Minor (Small Degradation of Solution performance (business process can continue). |
within 10 business days | up to 3 months under commercially reasonable efforts |
The times indicated above correspond to regular business hours and days.
For the purposes hereof:
3.1 General. Provider expressly reserves the exclusive right to correct the Solution. Support is available on French business days and hours from 9 am to 6 pm. The support and maintenance services are available only to authorized users, who have undergone instructor-led training provided by Provider, or who have obtained a certification through Provider’s e-learning platform. Support Requests will be recorded in Provider’s support database for monitoring purposes. Provider may, from time to time and in its sole discretion, make available Major Releases or Minor Releases of the Solution. Such releases may include bug fixes, performance improvements, and new functionality. Any new modules, features, or components introduced in a release may require an additional license or fee unless they are necessary for the continued operation of the Solution as originally licensed to Customer.
3.2 Scope. The support and maintenance services will include the following:
3.3 Exclusions. The support and maintenance services will NOT include the following:
In the event the Customer requests Provider to perform any services as outlined before, such services shall be subject to Provider’s Professional Services rates applicable on the date of the request and will be provided only if feasible.
3.4 Supported Versions. Provider will provide support and maintenance services for the following Solution versions only:
To guarantee upward compatibility within the same Major Release, and to enable easy and transparent upgrades, Provider will only provide fixes on the latest Minor Release. (As an example, if the latest version is the 11.9.0.2076, then if a Customer is using for instance an 11.7 or the 11.8 and raises a bug, then the patch will be provided on an 11.9.0.abcd (abcd being > 2076). In case of an exception to this rule, a migration procedure will be provided by Provider.
For the purposes hereof:
4.1 Additional Provider Obligations. Provider will provide Customer with the necessary advice based on the prerequisites and conditions communicated by the Customer. Provider further agrees to perform the support and maintenance services in a professional and workmanlike manner, using expertise, knowledge, and experience in accordance with industry standards.
4.2 Customer Obligations. To make a Support Request, Customer’s authorized user shall provide the following information and data via Provider’s support request platform:
Customer agrees to ensure that its information system complies with the technical specifications and requirements outlined by Provider in the Documentation. Customer is furthermore responsible for performing all necessary data and information backups to protect against the risk of loss, destruction, or corruption of files or programs.
