ONEiO - SaaS MASTER TERMS

Dated: May 28, 2024

THESE TERMS GOVERN YOUR ONEiO SAAS SUBSCRIPTION AND USE OF OUR SAAS SERVICE.

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

BY ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR EXECUTING A SAAS SUBSCRIPTION ORDER THAT REFERENCES THESE TERMS, YOU AGREE TO THESE TERMS.

IF YOU ARE ACCEPTING THESE TERMS 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 THESE TERMS AND MAY NOT USE THE SERVICES.

1. DEFINITIONS
a) "Affiliate" means any entity that directly or indirectly controls is controlled by or is under common control with You. "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) "Billing Period" means the period for which you agree to prepay fees under a Subscription Order, which will be the same or shorter than the Subscription Term.
c) Customer” refers to the entity that is represented by the Subscription Owner. Customer can be a person or an entity.
d) “Customer Data” refers to the electronic data either uploaded or submitted by integration counterparties, or anyone else on their behalf, to the Service for transmission.
e) ”Endpoint” means a uni- or bi-directional connection to an application or a system. A single Endpoint can be used in multiple integrations.
f) ”Endpoint Type” means a productized set of an application or system-specific functionalities that mirror the technical features and functionalities required for uni- or bi-directional connection with a particular system (E.g., Salesforce).
g) ”Flat-Rate Integration” means an Integration which is set not to consume the Message Quota of the Subscription. Flat-Rate Integration can relay messages in both QA and Production environments. Flat-Rate Integrations are meant for “human-initiated” messaging only. The maximum throughput of a default Flat-Rate integration is one message per second. The throughput can be adjusted if needed. All Subscription Plans do not provide an option to set the Integration to a Flat-Rate.
h) ”Flat-Rate Tenant” means a Tenant which is set not to consume the Message Quota of the Subscription. Flat-Rate Tenants can relay messages in both QA and Production environments. Flat-Rate Tenants are meant for “human-initiated” messaging only. The maximum throughput in a default Flat-Rate Tenant is one message per second. The throughput can be adjusted if needed. All Subscription Plans do not provide an option to use Flat-Rate Tenants.
i) “Integration” means an arrangement for processing communication between two endpoints through the Service. (Even if source and target endpoints are the same, this is still an Integration.) Integration is active when the first routing rule has been activated between its Endpoints.
j) ”Initiation Date” means the date (and time) when a Subscription or Flat-Rate Tenant is made available to the Customer or a Flat-Rate integration is activated in the Service, either by the user in the User Interface, or by ONEiO Customer Representative, at the request of the User.
k) ”Message” means a message received by the Service (pull or push) AND relayed to another endpoint. If an inbound message is routed to several endpoints, it is considered several messages (e.g., an inbound message routed to three endpoints is considered three messages). A visible synchronous response is NOT a message unless it is routed. A message not routed or handled with a drop or process-only rule is NOT a message. All actions (e.g., attachment handling, value lookups, etc.) within the relaying of a message are considered to be part of that single message.
l) ”Message Quota” means the number of messages that can be used in the Subscription in a Message Quota Period without additional cost. Messages in all environments consume the Message Quota unless relayed through a Flat-Rate Integration or Flat-Rate Tenant, as defined below. The amount of Message Quota may vary depending on the Subscription Plan selected.
m) “Message Quota Period” is the period that the Message Quota can be used. Message Quota Periods vary with different Subscription Plans. See “Plan Specific Terms” in “ONEiO SaaS Service Description” for details.
n) ”Message Quota Top-Up” means an addition to the Message Quota. Depending on the Subscription Plan selected, the Subscription Owner may or may not control, whether Message Quota Top-Up is applied automatically or not. See “Plan Specific Terms” in “ONEiO SaaS Service Description” for details. When Message Quota Top-Up is applied, the full amount of the Message Quota Top-up Fee is charged, regardless of the amount of the Message Quota Top-Up consumed within the Message Quota Period. One or more Message Quota Top-Ups can be applied within a Message Quota Period. A corresponding amount of Message Quota Top-Up Fees will be charged with the Subscription.
o) ”Message Quota Top-up Fee” means the amount charged once a Message Quota Top-Up is applied. Depending on the Subscription Plan selected, this will be invoiced afterwards or charged automatically.
p) “Subscription Order” means the ordering document or online order specifying the Services to be provided hereunder, including any addenda and supplements to it, that is issued by You to Us. By issuing a Subscription Order hereunder, an Affiliate agrees to be bound by the terms of the Subscription as if it were an original party hereto.
q) “Service” refers to ONEiO’s cloud-based integration service as described in the Service Description, as it will be amended from time to time.
r) “Service Description” refers to ONEiO SaaS Service Description published by Us, as it will be amended from time to time.
s) ”Service Provider Endpoint Type” means an endpoint type created for a Service Provider Plan (See Service Description, Plan Specific Terms). It is a set of functionalities that mirror the technical features and functionalities for uni- or bi-directional connection to the Service Provider’s system.
t) “Subscription” means the license to use the Service for a given period in accordance with the terms of the Subscription. The terms of the Subscription are set forth in the relevant Subscription Order, accepted by us, and in this ONEiO SaaS Master Terms.
u) “Subscription Fee” refers to a recurring fee in accordance with the Subscription Order.
v) ”Subscription Owner” refers to a person appointed to be accountable for acting as the operational administrator of the Subscription.
w) ”Subscription Plan” means the type of Subscription described in the Service Description.
x) “Subscription Term” commences on the Initiation Date.
y) ”User Interface” or ”User Console” means a browser-based tool used to configure and view the subscription’s components.
z) ”Tenant” means a separate and isolated object available in a Service Provider Plan. It is used for integrating service providers’ end customers. Tenants have individual configuration and user access management. Only Integrations with Service Provider Endpoint Type as source or target are allowed in a Tenant. Tenant is active when it is available in the User Interface.
aa) “We,” “Us,” or “Our” means Oneio Cloud Corporation or our Affiliates.
bb) bb) “You” or “Your” means the Customer and Affiliates of the Customer, having executed a Subscription Order.

2. SUBSCRIPTION
2.1. INVOICING AND TERMS OF PAYMENT Each Subscription as well as Flat-Rate Integration and Flat-Rate Tenant shall be invoiced separately. Subscription Fee and each Flat-Rate Integration or Flat-rate Tenant shall be invoiced annually unless otherwise agreed in the Subscription Order. The Billing Period commences on the Initiation Date.
Invoices shall be issued to You at a billing address shown herein upon commencing of each Billing Period. Each invoice shall itemize the Subscription and Subscription Term (s) invoiced. For a more detailed billing method, see ONEiO SaaS Service Description.
If Your payment process requires a purchase order (“PO”) or PO-number to be submitted with Our invoice to You, it is Your responsibility to provide Us with a valid PO at least one week before the commencement of the next Billing Period. If We have not received your PO by the commencement of the next Billing Period, We will send You our invoice anyway. It is Your responsibility to submit the correct purchase order for Your invoice processing and payment.
If the payment of Our invoice is late for any reason that is not Our responsibility, the provisions of the second chapter of Section 2.2 below shall be applied.
2.2. PAYMENT All Subscription 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 Order, 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 seven 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.
2.3. TAX Subscription Fees exclude taxes, duties, tariffs, and similar assessments. You 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 where You have provided your VAT identification number.
Tax-exempt customers must provide a certificate of exemption before Subscription. If You are required to withhold any taxes, You must advise Us of this in writing before subscribing to the Service, and timely remit the withholding taxes to the authority, and deliver Us proof of remittance within 60- days of remittance.
2.4. CUSTOMER SAFEGUARDS You shall be responsible for: (i) protecting usernames and passwords and preventing and notifying Us of any 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, or Your Affiliate’s 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 Terms.
2.5. 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.
2.6. RESPONSIBILITY FOR DATA You are responsible for and hold Us harmless of any claims concerning the Customer Data or the use thereof.
2.7. 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.

3. SERVICE LEVEL COMMITMENT
3.1. DEFINITIONS
Service Period means the time when the Service is available at the interface of the public network. The Service Period of the System is 24/7/365.
The Cut-Off Period is when the Service has not been available in the production environment at the public network interface.
Availability Rate is calculated for each Integration and entire calendar month by applying the Service Period and Cut-Off Period(s) rounded off to whole minutes. Availability Rate is calculated as follows: Availability Rate = (Service Period – Cut-Off Period) / Service Period x 100.
3.2. COMPENSATIONS You are entitled to compensation if Your Availability Rate falls below the thresholds outlined in the table below for reasons attributable to Us. Compensation is calculated for each Calendar Month based on the Subscription Fee allocated to the relevant integration. The compensation shall be applied by deducting the compensation from Your next Subscription 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 %

4. TERM AND TERMINATION
4.1. TERM OF SUBSCRIPTION AGREEMENT Subscription commences on the Initiation Date and continues until terminated or expired. For applicable Subscription Term and termination please see the relevant Plan Specific terms in the ONEiO SaaS Service Description.
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.
4.2. TERM OF INTEGRATION AND TENANT The Subscription Term and Billing Period of each Integration and Tenant commences on the Initiation Date and continues until terminated or expired. For applicable Subscription Term and termination please see the relevant Plan Specific terms in the ONEiO SaaS Service Description.
Renewal of promotional or one-time priced Integration or Tenant will be at Our applicable list price in effect at the time of the applicable renewal.
4.3. TERMINATION FOR CAUSE Each party may terminate the Subscription for cause (i) upon 30 days of 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.
4.4. REFUND OR PAYMENT UPON TERMINATION If the Subscription is terminated in accordance with Section 4.3 by You, We will refund You any Subscription Fees covering the remainder of the term after the effective date of termination of the terminated Subscription. If we terminate the Subscription in accordance with Section 4.3, You will pay any unpaid Subscription Fees earned by Us at a time covering the then-effective Subscription. In no event will termination relieve You of Your obligation to pay any Subscription Fees payable to Us for the period prior to the effective termination date other than termination by You for cause as described in Section 4.3.
4.5. DATA MANAGEMENT UPON TERMINATION At any time during the Subscription Term, you can access the Customer Data retained in the Service and 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 from 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 30 days from the end of the Integration Subscription Term.
4.6. SURVIVING PROVISIONS Articles 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 the Subscription.

5. CONFIDENTIALITY AND NON-USE
5.1. 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. Without limitation, Our prices are Our Confidential Information. Without limitation, Customer Data is Your (and Your Integration counterparty’s) Confidential Information.
5.2. 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.
5.3. 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 these Terms. To the extent necessary under these Terms, each party may disclose Confidential Information of the other party to employees or subcontractors bound by written obligations of confidentiality and non-disclosure at least as protective as those set forth herein.
5.4. 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 outlined in this Article 5 shall remain in effect for three (3) years after termination of the Subscription. Each party will promptly return all Confidential Information of the other party in its possession or control upon request from the Disclosing Party.

6. REPRESENTATIONS AND WARRANTIES
6.1. We represent and warrant that the Service will be performed professionally and skillfully 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 in the appropriate Subscription and will conform to all requirements and/or specifications herein. If We fail to comply with the foregoing warranty, We shall re-perform the Service in full conformance with the warranty requirements outlined in this Section. If We are unable to do so, then You may terminate the Service and receive a refund of any prepaid amounts for unperformed Service.

6.2. NO HIGH-RISK USE Service must not be used for controlling modes of human mass transportation, to control power, production or chemical facilities, to controlling healthcare, finance, or defense systems, or to any other similar scenario (collectively, “High-Risk Use”). We disclaim any express or implied warranty of fitness for High-Risk Use. High-Risk Use does not include utilization of the Service for administrative purposes, to transmit engineering and/or configuration data, or other such communication, the failure of which would not result in death, injury, or severe physical, financial, or environmental damage.
6.3. 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.
6.4. THIS ARTICLE 6 REPRESENTS OUR SOLE OBLIGATION AND YOUR SOLE REMEDY WITH RESPECT TO THE WARRANTY OUTLINED IN THESE TERMS.

7. INDEMNIFICATION
7.1. 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 these Terms 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 Subscription Fees covering the remainder of the Subscription Term after the date of termination.
7.2. 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.
7.3. 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 court-ordered limitation award of damages or settlement amount, and reasonable attorney fees, arising from such Claim.
7.4. 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 defense thereof and any related settlement negotiations, and the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defense.
7.5. THIS ARTICLE 7 STATES EACH PARTY’S ENTIRE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDY FOR THIRD-PARTY INFRINGEMENT, CLAIMS, AND ACTIONS.

8. LIMITATIONS OF LIABILITY
8.1. YOUR RESULTS You assume sole responsibility for results obtained from the 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.
8.2. LIMITATION IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY TOGETHER WITH ALL OF OUR RESPECTIVE AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS 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 SUBSCRIPTION FEES.
8.3. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS 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.

8.4. LIMITATIONS PERIOD Except for claims arising out of Section 2.2 above, neither party may bring an action arising out of or in connection with this Agreement more than one (1) year after the cause of action has accrued.

9. GENERAL PROVISIONS
9.1. ASSIGNMENT Neither party may assign its rights or obligations under a Subscription, 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 its Subscription in its entirety to such party’s successor without the other party’s consent; and (ii) assign its Subscription in its entirety (or in part) to its Affiliate. These Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
9.2. 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 the recipient confirms receipt thereof. Notices shall be sent to the address set forth on the applicable Subscription or to the address that a party has notified to be the party's address for this Section.
9.3. GOVERNING LAW These Terms 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.

9.4. SETTLEMENT OF DISPUTES All disputes arising out of or in connection with these Terms shall be 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 9.3. The language of the arbitration proceedings shall be English.
Notwithstanding the preceding paragraph in this Section 9.4, claims for non-payment of monetary charges may be resolved in the courts of the 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 these Terms 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.
9.5. 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 Subscription 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 be a force majeure event, if not proven otherwise, when the party concerned is the target of 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.
Without delay, each party shall inform the other party in writing of a force majeure event and the termination. The party suffering a force majeure event shall use reasonable efforts to mitigate against the effects of such a force majeure event. If a force majeure event continues for ten days or more, the other party may terminate the Subscription on written notice to the party suffering a force majeure.
9.6. PROTECTION OF CUSTOMER DATA We shall maintain administrative, physical, and technical safeguards for the 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 ONEiO Data Processing Agreement. 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 concerning 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 Agreement, which is hereby incorporated by reference, shall apply and the parties agree to comply with such terms.
9.7. UPDATES AND AMENDMENTS We are entitled to amend the Service, including the terms of the Subscription, 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 to such change within 30 days from the Change Notice, We shall postpone the implementation of the change to You for up to 120 days from the Change Notice if that is technically and commercially feasible.
No amendment to these Terms, other than by the Change Notice referred to above, shall be effective, unless made by a written instrument properly signed by both parties, which is expressly amending certain provisions of these Terms.
9.8. 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 services.
As between Us and You, all rights, title, and interest in and to all Customer Data are 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.
9.9. RELATIONSHIP OF THE PARTIES The parties are independent contractors. Nothing in these Terms 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.
9.10. THIRD-PARTY BENEFICIARIES The Subscription shall not provide or create any third-party beneficiary rights.
9.11. WAIVER No failure or delay by either party in exercising any right under these terms will constitute a waiver of that right.
9.12. SEVERABILITY If any provision of these terms 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 these terms will remain in effect.
9.13. SUBCONTRACTING We may at any time subcontract or delegate any or all of Our obligations under the Subscription to a third party. However, We shall remain liable to You for any and all services provided by such third party.