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ONEiO - Master Subscription Agreement

Dated: Feb 2nd, 2020

ONEiO MASTER SUBSCRIPTION AGREEMENT

THIS AGREEMENT GOVERNS YOUR SUBSCRIPTION AND USE OF OUR SERVICE.

IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICE, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

This Agreement shall form an integral part of any agreement entered into by Us for the provision of the Service, as hereunder defined.

1. DEFINITIONS

a) "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting rights of the subject.

b) “Customer Data” refers the electronic data uploaded or submitted by either of the integration counterparties, or anyone else on their behalf, to the Service for transmission.

c) “Service” refers to ONEiO’s cloud-based integration service as described in the ONEiO Service Description, from time to time.

d) “Service Description” refers to the description of the Service published by Us, as it will be amended from time to time.

e) “Integration” means an arrangement for processing communication between two service management systems through ONEiO’s cloud service. Each Integration is comprised of two endpoints.

f) “Order” means the ordering document or online order specifying the Services to be provided hereunder, including any addenda and supplements thereto, that is issued by You to Us. By issuing an Order hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

g) “Subscription” means the license to use the Service for a given period in accordance with the terms of the Subscription.

h) “Subscription Agreement” or “Subscription” refers collectively to the terms set forth in the relevant Order which is accepted by Us and to this Master Subscription Agreement. Subscription Agreement may cover one or more Subscriptions.

i) “Subscription Fee” refers to recurring fee and other payment payable in accordance with the Subscription Agreement or as set forth in ONEiO’s price list from time to time.

j) “Subscription Term” commences when the trial period ends, or when the Service, or relevant part thereof, has been placed at Your disposal, as per Your Order, or as a result of your action.

k) “We,” “Us” or “Our” means ONEiO Cloud Corporation, or our Affiliates.

l) “You” or “Your” means the customer or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have executed an Order.

 

2. FREE TRIAL

2.1. If You register on Our website or otherwise in writing for a free trial, We will make one or more parts of the Service available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) the start date of any Subscriptions ordered by You for such Service(s), or (c) termination by Us in Our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

2.2. ANY DATA YOU ENTER INTO THE SERVICE, AND ANY CUSTOMIZATION OR CONFIGUATION MADE TO THE SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY DELETED, UNLESS YOU SUBSCRIBE TO THE SAME SERVICE AS THE ONE COVERED BY THE TRIAL, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. IF YOU SUBSCRIBE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD AS SOME OF YOUR DATA MAY BE PERMANENTLY LOST.

NOTWITHSTANDING SECTIONS 8, 9 and 10 (REPRESENTATIONS AND WARRANTIES, INDEMNIFICATIONS AND LIMITATIONS OF LIABILITY), DURING THE FREE TRIAL THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY.

2.3. Please review the applicable Service Description during the trial period so that You become familiar with the features and functions of the Service before You make Your subscription.

3. SUBSCRIPTION

3.1. INVOICING AND TERMS OF PAYMENT Each Subscription Term and Flat Rate Integration Subscription shall be invoiced separately (Initial Term and Renewal Term, as hereinafter defined). Subscription Fee and each Flat Rate Integration shall be invoiced annually, unless otherwise agreed in the Subscription. The billing period commences on the first day of the relevant Subscription Term.

Invoices shall be issued to You at a billing address shown herein, upon commencing of each billing period. Each invoice shall itemize the Services and subscription period(s) invoiced. For a more detailed description of the billing method see ONEiO Service Description.

3.2. PAYMENT All Fees and other amounts stated in the Subscription and payable herein shall be paid in full by You, in the currency stated in the Subscription, within thirty (30) days after the date of Our invoice to the bank account specified on the invoice. Any undisputed amounts not paid when due bear interest at a rate of 1% per month or the legal maximum interest rate (‘Statutory Interest’), whichever is less.

In the event that You fail to pay any undisputed invoice when due, in addition to any other rights reserved hereunder, We reserve the right, upon 7 days’ prior written notice, to suspend or limit Our performance until all past due sums are paid. You shall also reimburse Us for direct costs incurred by Us in collecting undisputed late payments.

3.3. TAX Fees exclude taxes, duties, tariffs and similar assessments. Your agree to bear and pay all such charges imposed on Your use of the Service, excluding taxes on Our income. All amounts are exclusive of any VAT or other consumption taxes (collectively, “VAT”) and where VAT is chargeable, it will be payable by You. We may consider that You are established in the country for which You have provided VAT identification number. Tax-exempt customers must provide a certificate of exemption prior to Subscription. If You are required to withhold any taxes, You must advise Us of this in writing prior to subscribing to the Service and timely remit the withholding taxes to the authority, and deliver Us proof of remittance within 60- days of remittance.

3.4. PARTNER ORDERS In case You order the Service from Our reseller, You acknowledge and agree that Your use of the Service is governed in addition to the terms of this Agreement by your agreement with Our reseller, which agreement sets forth the price and payment terms of Your Subscription. You acknowledge further that in case You acquire technical support from Our reseller, We are under no obligation to provide technical support directly to You.

In case You order the Service from Our reseller, You agree that if (a) We are notified by Reseller of Your failure to pay amounts due to Reseller with respect to Your subscription to the Service; or (b) Reseller fails to pay any amounts due to Us pursuant to the Reseller Agreement with respect to Your subscription to the Service, We are entitled to suspend or terminate Your subscription to the Service, upon 7 days’ prior written notice, without any liability to You with respect to such suspension or termination.

3.5. CUSTOMER SAFEGUARDS You shall be responsible for: (i) protecting user names and passwords and preventing and notifying Us of unauthorized use; (ii) all Customer Data transmitted to the Service by You or Your integration counterparty; and (iii) using the Service lawfully, in compliance with the Agreement for Your own service management purposes and not for any other purposes.

If You exceed Your permitted use of the Service, You will purchase additional Subscriptions, or take other steps reasonably requested by Us. We may review Your use of the Service, and You shall provide reasonable assistance, to verify Your compliance with the Agreement.

3.6. CONTROL OF THE SYSTEM We are entitled to control Your and Your Integration counterparty’s use of the Service and give instructions thereof to the extent and in the manner this is regarded necessary at Our discretion to ensure that the quality of the Service can be maintained. We are not responsible for any delays caused by You or Your Integration counterparty.

3.7. RESPONSIBILITY FOR DATA You are responsible for and hold Us harmless of any claims concerning the Customer Data, or the use thereof.

3.8. NO RESELLING The Service is provided solely for Your own use. You are not entitled to provide or convey any features or elements of the Service in any form or manner to any third party, including Your Integration counterparty, other than what is clearly described in the Subscription. Notwithstanding the foregoing, You shall have the right to authorize external consultants and/or partners to operate the Service for and on behalf of You.

4. SUPPORT

4.1. SUPPORT During the Subscription Term, We shall resolve problems causing the Service not to conform to the Documentation (‘Technical Support’). Our Technical Support does not include: implementation services, configuration services, help desk or integration services carried out by You or a third party (e.g. Our reseller). Prior to submission of any Support request, You are encouraged to consult the official Service Description and specifications at oneio.cloud or any successor site

(“Documentation”) to determine if the support issue has been addressed.

4.2. UPGRADES Upgradeis a modification to the Service for repair or enhancement. We shall determine how and when to develop and release Upgrades. All repair Upgrades are provided to You at no additional fee during the Subscription Term. We may at Our sole discretion provide any new functionality as an enhancement Upgrade or as part of a new optional service for a separate fee.

4.3. OWNERSHIP; GRANT OF RIGHTS As between Us and You, all rights, title, and interest in and to all intellectual property rights in the Service and Documentation are owned exclusively by Us. Except as provided in this Agreement, We shall not grant You any rights, express or implied, or ownership in the Service, Documentation or any intellectual property rights. We shall have a royalty-free, worldwide, non- exclusive, transferable, sub-licensable, irrevocable, perpetual right to use or incorporate into the Service, Documentation and related services any suggestions, enhancements, recommendations or other feedback provided by You or Your users relating to the Service, Documentation or related As between Us and You, all rights, title and interest in and to all Customer Data is owned exclusively by You, and as such, we shall not make any use of any such Customer Data for any purpose other than operating the Service.

4.4. RESTRICTIONS You shall not (or permit others to): (i) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, or time share the Service or Documentation or make it available to a third party; (ii) create derivative works based on the Service or Documentation; (iii) disassemble, reverse engineer or decompile the Service, save to the extent permitted by law; (iv) use our Confidential Information gained through the Service or Documentation in order to build a competing product or service; (v) use or send viruses or other harmful computer code; (vi) interfere with the integrity of the Service or its data; or (vii) use or distribute material protected by copyright or other intellectual property right (including the right of publicity and/or privacy) without first obtaining the permission of the owner.

4.5. ENGLISH All support will be provided in the English language unless agreed otherwise.

5. SERVICE LEVEL COMMITMENT

5.1. DEFINITIONS

Service Period means the time when the Service is available at the interface of the general network. Service Period of the System is 24/7/365.

Cut-off Period means the period during which the Service has not been available in the production environment at the interface of the general network.

Availability Rate is calculated for each integration and for each full calendar month by applying the Service Period and Cut-off Period(s) rounded off to full minutes. Availability Rate is calculated as follows: Availability Rate = (Service Period – Cut off Period) / Service Period x100.

5.2. COMPENSATIONS You are entitled to compensation if Your Availability Rate falls below the thresholds set forth in the table below for reasons attributable to Us. Compensation is calculated for each Calendar Month on the bases of the Service Fee allocated to the relevant integration and Calendar Compensation shall be applied by deducting the compensation from Your next Service Fee payment.

Availability Rate

Compensation

Less than 99,9 %

3 %

Less than 99,0 %

5 %

Less than 98,0 %

10 %

Less than 97,0 %

20 %

Less than 95,0 %

40 %

6. TERM AND TERMINATION

6.1. TERM OF SUBSCRIPTION AGREEMENT This Subscription Agreement commences on the first day of the Subscription Term and continues until services hereunder have expired or have been terminated. The initial Subscription Term shall be 12 months, or a longer period specified in the applicable Subscription (“Initial Subscription Term”). Except as otherwise specified in the applicable Subscription, the subscription will automatically renew for additional periods equal to the expiring Subscription Term or one year, whichever is shorter (“Subscription Renewal Term”), unless You give Us a notice of non-renewal at least 30 days before the end of the relevant Subscription Term, or unless We give You a notice of non-renewal at least 90 days before the end of the relevant Subscription Term. Except as expressly provided in the applicable Subscription, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal.

6.2. TERM OF INTEGRATION SUBSCRIPTION The initial term of each Integration Subscription shall be twelve (12) months (“Initial Integration Subscription Term”). Except as otherwise specified in a Subscription, each Integration Subscription will automatically renew for additional periods equal to the agreed billing period (“Integration Subscription Renewal Term”), until You give Us a no less than 30 days written notice of termination, or until we give you a no less than three (3) months written notice of termination. Except as expressly otherwise provided in the applicable Subscription, renewal of promotional or one-time priced Integration Subscriptions will be at Our applicable list price in effect at the time of the applicable renewal.

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

6.4. REFUND OR PAYMENT UPON TERMINATION If this Agreement is terminated, We will refund You any prepaid fees covering the remainder of the term after the effective date of termination of the terminated Integration Subscription. If this Agreement is terminated by Us in accordance with Section 6.3, You will pay any unpaid fees earned by Us at such time covering the then effective Subscription. In no event will termination relieve You of Your obligation to pay any Fees payable to Us for the period prior to the effective date of termination other than termination by You for cause as described in Section 6.3.

6.5. DATA MANAGEMENT UPON TERMINATION At any time during the Subscription Term you can get access to the Customer Data retained in the Service and you can retrieve the configuration data of your integration from the Service. During the Subscription Term You can also amend or delete at your discretion any of the user rights provided by you to the Service. Following the end of the Subscription Term, we shall retain a copy of your Customer Data and the configuration data, (which you have not deleted form your account) for no longer than 30 days. During this 30-day period we shall use commercially reasonable efforts to reactivate your Subscription, if you so request or to provide such Customer Data or configuration data to you in a mutually-agreeable format. We shall delete all such data in Our systems within 45 days from the end of the Integration Subscription Term.

6.6. SURVIVING PROVISIONS The sections titled “Subscription,” “Confidentiality and Non-Use,” “Representations and Warranties,” “Indemnification,” “Limitations of Liability,” “Refund or Payment upon Termination,” “Data Management upon Termination,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.

7. CONFIDENTIALITY AND NON-USE

7.1. CONFIDENTIAL INFORMATION Confidential information means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure: including, without limitation, each party’s respective business plans and processes; financial and employee data; proprietary technology and product information and designs; Customer Data; and the terms of the Subscription Agreement. Without limitation, Our prices and discounts are Our Confidential Information. Without limitation, Customer Data is Your (and Your Integration counterparty’s) Confidential Information.

7.2. Confidential Information (excluding Customer Data, which shall always constitute Your Confidential Information) excludes information that: (i) is or becomes generally known to the public; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is received from a third party without breach of any obligation to the Disclosing Party; (iv) was independently developed by the Receiving Party; or (v) is Service usage metrics in an aggregated form and not attributable to the Disclosing Party or any other individual or company.

7.3. PROTECTION The Receiving Party shall (i) not disclose and shall use the same degree of care to protect the Disclosing Party’s Confidential Information against unauthorized disclosure that it uses to protect its own Confidential Information (but in any event no less than reasonable care); and (ii) not use Confidential Information except to the extent necessary to receive or provide the Service and/ or related services under this Agreement. To the extent necessary under this Agreement, each party may disclose Confidential Information of the other party to employees or subcontractors who are bound by written obligations of confidentiality and non-disclosure at least as protective as those set forth herein

7.4. In the event of a court order or government regulation is compelling disclosure of any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice thereof, and shall reasonably cooperate with the other party to seek confidential or other protective treatment but is permitted to disclose such Confidential Information. Each party’s obligations set forth in this Section 7 shall remain in effect for a period of three (3) years after termination of the Agreement. Each party will promptly return to the other party all Confidential Information of the other party in its possession or control upon request from the Disclosing Party.

8. REPRESENTATIONS AND WARRANTIES

8.1. We represent and warrant that the Service will be performed in a professional and workmanlike manner in accordance with accepted industry standards and practices, and in compliance with all applicable laws, rules and regulations. Service will comply with all material requirements set forth in the applicable Subscription and will conform to all requirements and/or specifications set forth herein. If We fail to comply with the foregoing warranty, We shall re-perform the Service in full conformance with the warranty requirements set forth in this Section, and if We are unable to do so then You may terminate the Service and receive a refund of any prepaid amounts for unperformed Service.

8.2. THIS SECTION REPRESENTS OUR SOLE OBLIGATION AND YOUR SOLE REMEDY WITH RESPECT TO THE WARRANTY SET FORTH IN THIS AGREEMENT.

8.3.  EXCEPT FOR THE FOREGOING EXPRESS LIMITED WARRANTY, THE SERVICE IS PROVIDED AS-IS, WITH TO THE EXTENT PERMITTED BY LAW, NO OTHER WARRANTY WHATSOEVER, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

9. INDEMNIFICATION

9.1. CLAIMS We shall: (i) defend and indemnify You, Your officers, directors, authorized users, customers and employees against any third party suit, claim, action or demand (“Claim”) alleging that the Service as used in accordance with this Agreement infringes any law, patent, copyright, or trademark or other intellectual property of a third party; and (ii) pay any court-ordered award of damages or settlement amount, and reasonable attorney fees, arising from such Claim. If any portion of the Service becomes the subject of an infringement Claim, We may: (a) obtain permission for Your continued use of the Service; (b) replace or modify the Service to avoid infringement, such update or replacement having substantially similar capabilities; or, if the foregoing (a) and (b) are not available on commercially reasonable terms, (c) terminate Your use of the Service, or the affected part thereof upon 30- days’ written notice, and refund the pro rata portion of prepaid Fees covering the remainder of the Subscription Term after the date of termination.

9.2. Notwithstanding the above, We shall have no liability for any Claim to the extent it is arising from: (i) any use of the Service which exceeds the scope of the Service granted to You, or due to the content of Customer Data; (ii) the use of the Service by You which is not in compliance with applicable laws; (iii) use of the Service after We notify You in writing to discontinue use; or (iv) modifications to Service made or provided other than by Us; or (v) use of the Service in combination with any software, application or service made or provided other than by Us.

9.3. YOUR OBLIGATION You shall: (i) defend Us, Our officers, directors and employees against any third party Claim alleging that the Customer Data infringes any law, patent, copyright, or trademark of a third party; and (ii) pay any and all damages and expenses associated with any such claim, including without limitation court-ordered award of damages or settlement amount, and reasonable attorney fees, arising from such Claim.

9.4. PROCESS The foregoing indemnity obligations are subject to the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, the indemnified party giving the indemnifying party sole control of the defence thereof and any related settlement negotiations, and the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defence.

9.5. THIS SECTION 9 STATES EACH PARTY’S ENTIRE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDY FOR THIRD PARTY INFRINGEMENT, CLAIMS AND ACTIONS.

10. LIMITATIONS OF LIABILITY

10.1. YOUR RESULTS You assume sole responsibility for results obtained from use of the Service and any conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information or instructions provided by You to Us in connection with the Service, or any actions taken by Us at Your direction.

10.2. LIMITATION IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY TOGETHER WITH ALL OF OUR RESPECTIVE AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICE GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT EITHER PARTY’S LIABILITY ARISING OUT OF GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT OR YOUR AND YOUR AFFILIATES’ OBLIGATIONS TO PAY THE FEES.

10.3. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. GENERAL PROVISIONS

11.1. ASSIGNMENT Neither party may assign its rights or obligations, whether by operation of law or otherwise, without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, either party may (i) in connection with a merger, reorganization, or sale of all or substantially all of the assets or equity of such party, assign this Agreement in its entirety to such party’s successor without the other party’s consent; and (ii) assign this Agreement in its entirety (or in part) to any company, partnership or other legal entity which from time to time directly or indirectly Controls, is Controlled by or is under the common Control with such party, where ‘Control’ means the legal power to direct or cause the direction of the general management of the company, partnership or other legal entity. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.2. NOTICES Except as otherwise provided herein, all notices shall be in writing and deemed given upon:

(i) personal delivery, (ii) when received by the addressee, if sent by a nationally recognized overnight courier (receipt requested), or (iii) the first business day after sending by confirmed email; provided that

e-mail shall not be sufficient for notices of termination or a Claim, unless receipt thereof is confirmed by the recipient. Notices shall be sent to address set forth on the applicable Subscription, or to the address that a party has notified to be party's address for the purposes of this Section.

11.3. GOVERNING LAW This Agreement shall be interpreted and construed in accordance with the laws of the country stated in the table below, without regard to conflict of law principles.

 

 

You are domiciled in:

Governing Law:

Venue of Arbitration:

A

England, Scotland, Wales, Ireland, Northern Ireland, Canada, Australia.

England and Wales

London

B

USA

New York, USA

New York, NY

C

Any other country than listed above at A or B.

Finland

Helsinki

11.4. SETTLEMENT OF DISPUTES All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The Emergency Arbitrator Provisions shall not apply. The place of arbitration shall be the city stated in the table above in Section 11.3. The language of the arbitration proceedings shall be English.

Notwithstanding the preceding sentence in this Section 11.4, claims for non-payment of monetary charges may be resolved in the courts of respondent’s place of domicile if the respondent does not contest its payment obligation.

The award of arbitration shall be final and binding upon both parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in an action to enforce this Agreement shall be entitled to the costs of bringing the claim and to reasonable attorneys’ and experts’ fees and expenses. Notwithstanding the foregoing, either Party may also seek and obtain appropriate relief in any court of competent jurisdiction for claims regarding either party's intellectual property rights and Confidential Information.

11.5. FORCE MAJEURE Neither party shall be liable for delay and damage caused by an impediment beyond the party’s control and which the party could not have reasonably taken into account at the time of conclusion of the Agreement and whose consequences the party could not reasonably have avoided or overcome. Such force majeure events shall include, if not proven otherwise, inter alia, war or insurrection, natural catastrophe, interruptions in general data communication or supply of electricity, import or export embargo.

Strike, lockout, boycott and other similar industrial action shall also a force majeure event, if not proven otherwise, when the party concerned is the target to such an action. A force majeure event suffered by a subcontractor of a party shall also be considered a force majeure event in relation to the party, if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time.

Each party shall without delay inform the other party in writing of a force majeure event and of the termination thereof. The party suffering a force majeure event shall use reasonable efforts to mitigate against the effects of such force majeure event. If a force majeure event continues for a continuous period of 10 days or more, the other party may terminate this Agreement on written notice to the party suffering a force majeure.

11.6. PROTECTION OF CUSTOMER DATA We shall maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in compliance with the General Data Protection Regulation and other applicable privacy laws and, in addition, as described in the Documentation. These safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Our personnel except (a) to provide the Service, including to prevent or address service or technical problems, (b) as compelled by law, or (c) as You expressly request or permit Us to do in writing.

Except with respect to a Free Trial, to the extent that We process any Personal Data contained in the Customer Data, on Your behalf, in the provision of the Service, the terms of the ONEiO Data Processing Addendum, which is hereby incorporated by reference, shall apply and the parties agree to comply with such terms.

11.7. ENTIRE AGREEMENT This Agreement is the entire agreement between You and Us regarding Your use of the Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Any term or condition stated in Your purchase order or in any other of Your order documentation, or in any of Our invoices or other order documentation, in conflict with the provisions of this Agreement is void.

11.8. APPENDICES AND ORDER OF PRECEDENCE In the event of any inconsistency between various provisions and documents which comprice this Agreement the hierarchy shall be 1) the Subscription agreement, 2) this Master Subscription Agreement with the DPA; and 3) the annexes and appendices of the Subscription Agreement in their numerical order.

11.9. UPDATES AND AMENDMENTS We are entitled to amend the Service including the provisions of the Subscription Agreement from time to time so long as such amendment applies equally to all of Our subscribers and/or customers, or the relevant subset thereof. We shall notify (“Change Notice”) You at least 45 days prior to implementation of any change to the Service that is likely to decrease the value of the Service to You. If You object such change within 30 days from the Change Notice, We shall postpone the implementation of the change to You for no less than 120 days from the Change Notice, if that is technically and commercially feasible.

Subscription is deemed to be renewed at the commencement of each billing period, unless terminated in accordance with this Agreement.

11.10. RELATIONSHIP OF THE PARTIES The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Neither party shall have any right or authority to assume or create any obligation of any kind, expressed or implied, in the name of or on behalf of the other Party.

11.11. THIRD-PARTY BENEFICIARIES There are no third-party beneficiaries under this Agreement.

11.12. WAIVER No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

11.13. SEVERABILITY If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

11.14. SUBCONTRACTING We may at any time subcontract or delegate any or all of Our obligations under this Agreement to a third party. However, We shall remain liable to You for any and all services provided by such third party.

__________________________________

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