By signing the Proposal or purchasing process with Index Infotech (North America) Inc or the Affiliate of Index Infotech (North America) Inc that is named in such Proposal or online flow (together with its Affiliates, “Index Infotech (North America) Inc”), or by accessing or using any Services, such company (“Client”) agrees to be bound by the terms and conditions set forth in this end user license agreement (“Agreement”). Additional defined terms are set forth in Section 10 below.

1. FINANCIAL TERMS.
1.1 Fees and Payment Terms.

Fees for the licensed Services are as specified in the applicable Proposal and, unless stated otherwise therein, are denominated and payable in United States Dollars (USD). Fees are due within thirty (30) days of the invoice date or agreed in the Proposal. Fees for renewal periods, subject to Section 3.5, shall be billed at Index Infotech’s then-current prices. Index Infotech is not responsible for any payment terms that are not expressly stated in this Agreement or the applicable Proposal.

1.2 Suspension for Non-Payment.

In the event any fees not reasonably under dispute remain due and owing by Client more than sixty (60) days after the invoice date, Index Infotech may, without limiting any of its other rights and remedies: (i) suspend, terminate or otherwise limit Client’s access to, or use of, all or any part of the Services, and (ii) require full payment of the overdue amount, and any other outstanding amounts, prior to further performance by Index Infotech.

1.3 Taxes.

Unless otherwise specified in a Proposal, the fees for the Services do not include taxes. The client is responsible for and agrees to pay any country, territorial, residential, federal, state and/or local sales, use, excise, value added, services and other applicable taxes arising out of the Services, other than taxes based on Index Infotech’s net income. Clients shall pay or reimburse Index Infotech for any such taxes and Index Infotech may add any such taxes to invoices submitted to Client. The client shall gross any payments to compensate for any withholding taxes payable. If Client is tax-exempt, Client must provide Index Infotech a copy of its tax exempt certificate prior to  execution of the Proposal. Client is responsible for any liability or expense incurred by Index Infotech due to Client’s failure or delay in paying taxes.

2. TERM AND TERMINATION
2.1 Agreement Term.

The term of this Agreement commences on the Effective Date and shall continue in full force and effect until the expiration or termination of all outstanding Proposals (“Term”), unless otherwise terminated earlier as provided hereunder.

2.2 Termination.

Either party may terminate this Agreement, including all Proposals, immediately upon written notice in the event: (i) that the other party commits a non-remediable, material breach of the Agreement, or if the other party fails to cure any remediable material breach, or provide a written plan of cure acceptable to the non-breaching party, within thirty (30) days of initial written notice of such breach; (ii) of institution of bankruptcy, receivership, legal insolvency, reorganization, or other similar proceedings by or against the other party under Applicable Law, if any such proceedings have not been dismissed or discharged within thirty (30) days after they are instituted; or of the legal insolvency of, making of an assignment for the benefit of creditors of, the admittance of any involuntary debts as they mature by, or the institution of any reorganization arrangement or other readjustment of debt plan of either party; or (iii) the other party ceases or threatens to cease to carry on business or becomes unable to pay its debts. Where a party has a right to terminate the Agreement, the terminating party may, at its discretion, terminate the Agreement in whole or only terminate the applicable Proposal. Proposal that are not terminated shall continue in full force and effect under this Agreement.

2.3 Actions Following Termination or Expiration.

Client acknowledges and agrees that Index Infotech has no obligation to maintain Client Data for more than thirty (30) days following termination or expiration of this Agreement. For the avoidance of doubt, Client may access Client Data during the Term on a self-service basis via the SaaS Services or Software. Upon any expiration or termination of this Agreement or an applicable Proposal: (i) Client shall promptly cease all use of the Services described thereunder; (ii) shall either securely destroy or securely transfer, at Index Infotech’s sole discretion, all Software that is under a term-based license and, if Index Infotech terminates due to Client’s material breach, all Software that is under a perpetual license, including in each case all copies (except to the extent storage of any data is required by Applicable Law) and shall upon written request certify its compliance with the foregoing to Index Infotech in writing; and (iii) provided that Index Infotech does not terminate due to Client’s material breach, Client may, no later than thirty (30) days following expiration or termination of the Agreement, request in writing a copy of Client Data stored in the SaaS Services in a format mutually acceptable to the parties and for a mutually agreed fee.

3. SERVICES
3.1 Services.

Index Infotech will provide Client with the applicable Services identified in the Proposal. In the event of a conflict between the terms of this Agreement and the terms of the Proposal, the terms of the Proposal shall control.

3.2 SaaS Services.

SaaS Services are included in an Proposal, subject to the terms of this Agreement and the applicable Proposal (including any License Metrics outlined therein), Index Infotech grants to Client, during the Order Term (defined below), a limited, revocable, non-exclusive, non-transferable, non sublicensable license to: access and use: (i) such SaaS Services, Documentation, and any accompanying software provided by Index Infotech, including any APIs or SDKs, on a subscription basis for Client’s internal business purposes; and (ii) any Professional Services deliverables solely in connection with the SaaS Services referenced in the applicable Proposal.

3.3 Software.

Subject to the terms of this Agreement and any applicable Proposal (including any License Metrics outlined therein), Index Infotech grants to Client one or more of the following. (i)Term License. If Software is included in a Proposal under a term-based license, during the Order Term (defined below), a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install, run and use such Software and Documentation on a subscription basis, solely as enabled by the license keys, for Client’s internal business purposes. (ii) Software Maintenance. If Maintenance is included in a Proposal, Maintenance during the Order Term (defined below). If ordered, Maintenance must be ordered for all applicable License Metrics used by Client. Unless otherwise specified in a Proposal, Client may only use Software object code in a single production environment. Client acknowledges that all Software is licensed and not sold, and that Client is responsible for all activity in Client’s account.

3.4 Professional Services.

If Professional Services are included in a Proposal, subject to the terms of this Agreement and any applicable Proposal Index Infotech grants to Client during the Order Term (defined below), a limited, revocable, nonexclusive, non transferable, non-sublicensable license to use Professional Services solely in connection with the applicable Services referenced in the applicable Proposal.

3.5 Services Term.

The term for the SaaS Services (including Support), term-based Software, and/or Maintenance commences on the date specified in the applicable Proposal and shall continue for the initial term set forth therein (“Initial Term”) and, following the Initial Term, shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term,” and together with the Initial Term, the “Order Term”) at Index Infotech’s then-current prices, unless either party gives written notice to the other party at least ninety (90) days prior to the end of the then-current Order Term of its intention not to renew such Services. The term for Professional Services and the commencement date for Software under a perpetual license shall be as set forth in the applicable Proposal. Clients may purchase additional License Metrics or Services under an expansion Proposal at Index Infotech’s then- current prices, and the term for such License Metrics or Services will run concurrent with, and be prorated for the remainder of, the Order Term.

3.6 Access.

The Services may be accessed by Client’s (a) employees and (b) consultants, contractors and agents who are not competitors of Index Infotech and used to manage the License Metrics specified in the applicable Proposal. Each user must have a need for such access, be bound by confidentiality restrictions materially consistent with those set forth herein and comply with the terms of this Agreement. The client shall be responsible for any act or omission by its employees, consultants, contractors and/or agents that use the Services, notifying Index Infotech of any actual or suspected violation, and reasonably cooperating with any investigation by Index Infotech or remedial measures reasonably required by Index Infotech considering such matter.

3.7 Client Data and Compliance.

(i) Client Compliance. Client shall comply with Applicable Law in connection with its use of the Services, including, without limitation, by providing notice to its employees, consultants, contractors and agents in its privacy policy or as it otherwise determines about how data will be used and shared with Index Infotech as a downstream processor, and obtaining and maintaining valid consent for Index Infotech to process data in connection with the Services, in each case before providing any data to Index Infotech
(ii) Client Data Obligations. Client acknowledges that Client, not Index Infotech, is solely responsible for Client Data and for monitoring the content of Client’s and its users’ data transmitted through the SaaS Services and/or Software. Index Infotech may use third-party service providers to place cookies, tags or similar functionality in the SaaS Services and/or Software to compile metrics and analytics to help improve the Services, and which are covered by the third party’s privacy policy. Client shall ensure that its users do not provide unlawful, obscene, offensive or fraudulent content or data or violate Applicable Law and agrees that Index Infotech may remove Client content or data that violates this restriction without notice to Client. Clients will not share personal data with Index Infotech that is defined as sensitive personal data under Applicable Law, such as personal health information, financial information or biometric data, or other similar data that requires additional protections under Applicable Law.
(iii) Index Infotech (North America) Inc Data Obligations. Index Infotech will maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of Client Data. Safeguards include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Client Data (other than by Client or its users).

3.8 Acceptable Use.

Client shall use the Services solely as authorized in this Agreement and agrees it will not, and will not cause or allow any other party to: (i) modify, copy, decompile, disassemble, reverse engineer, attempt to derive any object code or source code from, or misappropriate, all or any portion of Index Infotech’s Services or any Index Infotech Intellectual Property; (ii) sell, resell, distribute, lease, rent, sublicense, or provide on a “service bureau” basis, all or any portion of the Services or any Index Infotech Intellectual Property, or provide unauthorized access to the Services, to any third party; (iii) use the Services to store or transmit any malicious code; including, any computer virus, worm, time bomb or Trojan horse; (iv) interfere with or disrupt the integrity or performance of the Services or Index Infotech’s networks or operations; (v) violate the intellectual property, privacy or personal rights of others; (vi) use the Services beyond the License Metrics; or (vii) use or permit, enable or assist any third party to use, the Services to create competing products or services or violate this Agreement. If Client violates this Section 3.9, Index Infotech may suspend, terminate or otherwise limit Client’s access to, or use of, all or any part of the Services without notice, penalty or any refund of fees.

3.9 Audit and Usage.

During the Order Term and for one (1) year following termination of the Agreement, Index Infotech may, no more than twice per year, audit the Client’s use of the Services to review compliance with this Agreement. Client understands that certain SaaS Services and Software include a License Metric management component to track usage and agrees not to impede or disable its operation. Index Infotech reserves the right to monitor and enforce License Metrics, including, but not limited to, the right to charge then-current prices for overage. Client shall maintain and make available to Index Infotech upon written request records sufficient to permit Index Infotech or its independent auditor to verify Client’s compliance with the terms of this Agreement. Index Infotech shall ensure any auditor is bound by confidentiality restrictions materially consistent with those set forth herein. Audits shall take place during Client’s regular business hours and no more frequently than annually; provided, that, if an audit reveals noncompliance by Client with this Agreement: (i) Client shall promptly pay Index Infotech for any fees owed to Index Infotech during the period of noncompliance; (ii) if Client has exceeded the License Metrics by five percent (5%) or more and/or there is any material noncompliance by Client with this Agreement, Client shall and reimburse Index Infotech for the reasonable cost of the audit, (iii) Client shall promptly cure any such noncompliance; and (iv) Index Infotech reserves the right to re audit Client’s compliance once during each of the next four (4) quarters in the Term. Enforcement by Index Infotech of any of its rights set forth herein do not constitute a waiver of its other rights under the Agreement.

4. INTELLECTUAL PROPERTY
4.1 Index Infotech Intellectual Property.

All rights not expressly licensed to Client under this Agreement are reserved exclusively by Index Infotech, including, without limitation, all ownership, title and proprietary rights in and to Index Infotech Intellectual Property. “Index Infotech (North America) Inc Intellectual Property” includes, without limitation, the Services (including any materials, deliverables or code provided as part of the Services) and all inventions, software, technology, patent rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service marks, methodologies, know-how, tools, models, templates, source code, object code, algorithms, user interfaces and screen designs, and information, metrics, analytics and data generated or processed by Index Infotech or Index Infotech’s software or systems, whether pre existing or created after the Effective Date, and whether developed by Index Infotech or a third party, including any modifications, enhancements and derivatives thereof (including without limitation, metrics, data, analytics and other information generated or processed by such Services).

4.2 Client Intellectual Property.

Except for any rights expressly granted to Index Infotech (North America) Inc under this Agreement, Client shall retain all rights in and to any of its intellectual property provided to Index Infotech, including all rights to its technologies, trade secrets, know-how and other intellectual property created by Client, including any modifications, enhancements and derivatives thereof (“Client Intellectual Property”). Client Intellectual Property specifically excludes Index Infotech Intellectual Property. Client’s intellectual property includes Client Data; provided, that, Client grants Index Infotech the right and access to compile, combine, and use aggregated or anonymized Client Data for Index Infotech’s legitimate business purposes, including to improve Index Infotech’s products and services, without further obligation to Client and acknowledges and agrees that Index Infotech shall be sole owner of any Index Infotech Intellectual Property that results from such use.

5. CONFIDENTIALITY
5.1 Defined.

Each party (“Disclosing Party”) agrees that, in the course of this Agreement, it may, directly or indirectly, expose or provide the other party (“Receiving Party”) with Disclosing Party’s confidential or proprietary information, including, but not limited to: the terms and conditions of this Agreement, all trade secrets, inventions (whether or not patentable), intellectual property, software, computer programs, source code, object code, scripts, algorithms, features and modes of operation, techniques, processes, software design and architecture, design and function specifications, analysis and performance information, results of testing and benchmarking, documentation, details about products and services, product roadmaps, business plans, customer lists and customer-related information, financial information, proposals, budgets, as well as names and expertise of, and information relating to, vendors, employees, consultants, customers, partners, and prospects, know-how, ideas, and technical, business, pricing, financial and marketing information and strategies, and any other information that designated as confidential in writing or that Receiving Party reasonably should know is confidential or proprietary to Disclosing Party (“Confidential Information”). For the avoidance of doubt, Index Infotech Intellectual Property constitutes Confidential Information of Index Infotech and Client Intellectual Property constitutes Confidential Information of Client. Upon termination or expiration of this Agreement and upon Disclosing Party’s written request, Receiving Party shall return or destroy (with such destruction certified in writing) Disclosing Party’s Confidential Information in its possession.

5.2 Non-Disclosure.

The Receiving Party will protect Disclosing Party’s Confidential Information from unauthorized disclosure and will use the same degree of care that it uses to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. Receiving Party will only use Confidential Information as permitted under this Agreement and, except as otherwise expressly permitted herein, shall not disclose Disclosing Party’s Confidential Information to any person or entity other than Receiving Party’s officers, employees, consultants, accountants and legal advisors who have a reasonable need access to such Confidential Information and have agreed to be bound by confidentiality or professional responsibility obligations that are no less restrictive than the confidentiality restrictions set forth in this Agreement.

5.3 Exceptions.

Confidential Information shall not include information that Receiving Party can reasonably establish: (i) is or becomes generally known or available to the public through no fault of Receiving Party; (ii) was legally in Receiving Party’s possession before receipt from Disclosing Party; (iii) is lawfully obtained from a third party who is not under any confidentiality obligations and has the right to disclose; or (iv) has been independently developed by Receiving Party without use of Disclosing Party’s Confidential Information. Further, Receiving Party may disclose Disclosing Party’s Confidential Information if it is compelled by law to do so, provided that Receiving Party gives Disclosing Party prior notice (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest such disclosure.

6. INDEMNIFICATION
6.1 Index Infotech Indemnification.

Subject to Section 6.3 below, Index Infotech will defend and pay the defense costs of, indemnify and hold Client harmless from and against all damages, costs and expenses (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction, or those damages, costs and expenses agreed to by the parties in a monetary settlement of such action, for any Claim brought against Client by a third party alleging that the SaaS Services or Software, when used in accordance with this Agreement, infringe such third party’s registered patents, copyrights or trademarks as of the Effective Date. Index Infotech has no indemnification obligation to the extent any Claim results from: (i) Partner Software, (ii) the combination, operation, or use of the SaaS Services or Software with Client or third-party software or data, or (iii) Client’s breach of this Agreement. In the event of an infringement Claim, Index Infotech shall have the option, in its discretion, to: (i) procure for Client the right to continue using the SaaS Services or Software; (ii) replace or modify the SaaS Services or Software with substantially equivalent services or replacement services that are not infringing; or (iii) if options (i) or (ii) are not commercially feasible, terminate the affected SaaS Services or Software and Client’s rights thereto and provide Client a refund of (a) any pre-paid but unused fees for subscription Services related to the remainder of the then current Order Term; and/or (b) fees paid for perpetual Software calculated on a five (5) year, straight line depreciated basis. This Section states Index Infotech’s entire liability to Client, and Client’s sole remedy for any Claim of infringement.

6.2 Client Indemnification.

Subject to Section 6.3 below, Client will defend and pay the defense costs of, indemnify and hold Index Infotech harmless from and against all damages, costs and expenses (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction, or those damages, costs and expenses agreed to by the parties in a monetary settlement of such action, for: (i) any Claim brought against Index Infotech by a third party alleging that the Client Data, any Client intellectual property, or any other content provided to Index Infotech, or Client’s use of the SaaS Services or Software in violation of the terms and conditions of this Agreement, infringes such third party’s intellectual property, privacy or other personal rights; or (ii) Client’s breach of Section 3.8 or 3.9. This Section states Client’s entire liability to Index Infotech, and Index Infotech’s sole remedy for any Claim for indemnification.

6.3 Indemnification Procedure.

The indemnification obligations hereunder are conditioned on the indemnified party: (i) giving prompt written notice of any Claim of which it becomes aware to the indemnifying party; (ii) giving the indemnifying party sole control of the defense and settlement of the Claim; provided that the indemnifying party may not settle any Claim in a manner adverse to the indemnified party or which imposes any financial obligation on the indemnified party without the indemnified party’s prior written consent; and (iii) providing the indemnifying party, at the indemnifying party’s cost, with all reasonable information and assistance relating to the Claim and reasonably cooperates with the indemnifying party’s counsel. The indemnified party may participate at its own expense in the defense of any such Claim, provided that such participation is not disruptive to the indemnifying party’s defense of the Claim. “Claim” as used herein means any action, suit or proceeding brought by a third party against an indemnified party in respect of any allegation for which indemnity may be sought.

7. WARRANTIES; DISCLAIMER
7.1 Warranties.

Each party represents and warrants to the other that: (a) the signatory signing on its behalf has the right to sign this Agreement; (b) this Agreement does not and shall not conflict with any other agreement entered into by it; and (c) it owns (or has been duly licensed to use) all rights in the Client Data (with respect to Client) or the SaaS Services or Software (with respect to Index Infotech) required in order to grant the licenses set forth herein. Index Infotech warrants that: (i) the SaaS Services shall perform in material conformance with the applicable Documentation during the Order Term; (ii) the Software shall perform in material conformance with the applicable Documentation during the first ninety (90) days of the Initial Term; and (iii) it shall not intentionally introduce into the Software, at delivery, or the SaaS Services any malicious code (i.e., any virus, Trojan horse, worm, back-door, “time-bomb,” deactivation or other code designed to permit unauthorized access to and/or control of Client’s internal network or Client Data). Except in the case of fraudulent misrepresentation, in the event of breach of any of the warranties contained in this Agreement, the sole and exclusive liability of the breaching party shall be to use commercially reasonable efforts to promptly correct such breach.

7.2 Partner Software.

Client acknowledges that certain SaaS Services or Software may incorporate Partner Software, that Index Infotech may add and/or substitute functionally equivalent products for any Partner Software, and that Index Infotech makes no warranty with respect to any Partner Software.

7.3 Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: (I) ANY WARRANTY THAT THE SERVICES ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION; (II) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; AND (III) ANY WARRANTY ARISING FROM COURSE OF DEALING. INDEX INFOTECH IS NOT RESPONSIBLE FOR ANY BREACH OF WARRANTY CAUSED BY CLIENT’S FAILURE TO COMPLY WITH DOCUMENTATION OR COMBINATION OR USE OF THE SOFTWARE WITH ANY ITEMS NOT APPROVED BY INDEX INFOTECH IN WRITING.

8. LIMITATION OF LIABILITY
8.1 Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL LIABILITY (INCLUDING ANY ATTORNEYS’ FEES AWARDED UNDER THE AGREEMENT) TO THE OTHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS SHALL NOT APPLY TO THE CLIENT’S OBLIGATIONS TO PAY INDEX INFOTECH ANY AMOUNTS SET FORTH UNDER SECTION 1, EACH PARTY’S OBLIGATION IN SECTION 6 TO INDEMNIFY THE OTHER PARTY FOR THIRD PARTY INFRINGEMENT CLAIMS, OR A PARTY’S INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

8.2 Exclusion of Indirect Damages.

TO THE FULLEST EXTEND PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE), OR COST OF REPLACEMENT, WHETHER OR NOT A PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, WHERE LEGALLY REQUIRED, NEITHER PARTY EXCLUDES OR LIMITS LIABILITY TO THE OTHER PARTY FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE, OR FOR INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

9. GENERAL PROVISIONS
9.1 Force Majeure.

Neither party shall be liable to the other for any delay or failure in the performance of this Agreement or for loss or damage of any nature whatsoever suffered by the other party due to disruption or unavailability of communication or hosting facilities, utility or Internet service provider failure, denial of service attacks, acts of war, acts of terrorism, pandemic events, acts of God, acts of vandalism, lightning, fire, strike, unavailability of energy sources or any other causes beyond the party’s reasonable control.

9.2 Assignment.

Neither party may assign the Agreement, in whole or in part, without the other party’s prior written consent (which shall not be unreasonably withheld); provided, that, either party may assign this Agreement in its entirety (including all Proposals) upon written notice to the other party (but without the other party’s consent) to its Affiliate or in connection with a Change of Control; provided further, that the entity to whom the Agreement will be assigned is not a direct competitor of the non-assigning party. Change of Control” means (i) the sale of all or substantially all the stock or assets to another entity; (ii) any merger, consolidation, or acquisition of a party; or (iii) a change in ownership of more than 50% of the voting capital stock of a party in one or more related transactions.

9.3 Notice of U.S. Government Restricted Rights.

If Client is the U.S. Government, or contracts on behalf of the U.S. Government with U.S. Government federal funding, notice is given that the SaaS Services and/or Software are commercial computer software and documentation developed exclusively at private expense and are furnished as follows: “U.S. GOVERNMENT RESTRICTED RIGHTS. Software and the Protected Rights delivered subject to the FAR 52.227-19. All use, duplication and disclosure of the Software and/or the Protected Rights by or on behalf of the U.S. Government shall be subject to this Agreement and the restrictions contained in FAR 52.227-19, Commercial Computer Software License – (December 2007).”

9.4 Export.

The Services may be subject to export laws and regulations of the United States and other jurisdictions. Each of Index Infotech and Client represents that it is not on any U.S. government denied-party list. Client will not permit any of its users to access or use the Services in a U.S.-embargoed country or region or in violation of applicable export laws and regulations in the U.S. or any other applicable jurisdiction.

9.5 Anti-Corruption.

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement.

10. DEFINITIONS.

10.1. “Index Infotech (North America) Inc” means Index Infotech (North America) Inc, a Halifax company with a principal place of business at 600, Bedford Highway, Halifax, B3M 2L8, Nova Scotia, Canada.
10.2. “Affiliate” is an entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, a party. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, through membership, by contract or otherwise.
10.3. “Applicable Law” means all local, national and multinational laws, rules, regulations and governmental obligations that are applicable to a party as the context requires.
10.4. “Client Data” is any data that Client or its users provide, transfer or otherwise make available to Index Infotech (North America) Inc or its Services under this Agreement.
10.5. “Documentation” means user manuals, release notes, product documentation and other similar material for the SaaS Services or Software, as applicable, made available to Client by Index Infotech.
10.6. “Effective Date” means the start date set forth in the applicable Proposal.
10.7. “License Metrics” means any limits or restrictions on the license scope for the SaaS Services or software set forth herein or in an applicable Proposal, including, without limitation, any usage limitations, limitations based on the number of users, leases, documents, work orders, locations or reports, or limitations based on square footage.
10.8. “Maintenance” is support for Software, including Upgrades and Updates, and is subject to the Index Infotech Support Policy. For the avoidance of doubt, Maintenance expressly excludes Professional Services. Our client shall ensure that Index Infotech’s assigned technical personnel have all necessary remote access to the Software needed for Maintenance, as determined by Index Infotech in its reasonable discretion. Maintenance does not include support for: (i) Software altered or modified without Index Infotech’s prior written consent; (ii) Software that is incorrectly installed or implemented by Client or a third-party; (iii) any release for which Maintenance has been discontinued; (iv) Software used in breach of the Documentation or the Agreement; (v) errors or bugs that do not materially impair operation or that have been addressed in an Upgrade or Update; (vi) third-party systems or programs; or (vii) Client users that are not adequately trained.
10.9. “Proposal” is a mutually executed order form, statement of work, or similar ordering document signed by the parties under this Agreement, or, if Client contracts via an online flow, the order placed by Client during such online flow, and in each case including the commercial information and related terms described therein.
10.10. “Partner” is an Index Infotech-approved third-party vendor that may provide software or services under this Agreement in connection with Index Infotech’s Services.
10.11. “Partner Software” is software that is owned by a Partner and provided to Client by Index Infotech on a pass-through, reseller or OEM basis, and any applicable updates, upgrades, or documentation.
10.12. “Professional Services” are the professional consulting and technical services provided by Index Infotech or a Partner, and may include data conversion, implementation, site planning, configuration, integration, deployment, training, project management and assessment services.
10.13. “SaaS Services” is the hosted software provided to Client by Index Infotech and/or one or more of its Partners on a subscription basis, inclusive of Updates, as further described in a Proposal.
10.14. “Services” means, as applicable, the SaaS Services, Software, Maintenance, Support, and/or Professional Services.
10.15. “Software” means installed software provided to Client by Index Infotech in machine readable object code (not source code) and/or one or more of its Partners under a term-license or perpetual license, as further described in a Proposal.
10.16. “Support” is the provision of standard technical support for the SaaS Services described in the applicable Proposal and further detailed in the Index Infotech Support Policy. For the avoidance of doubt, SaaS Support excludes Professional Services.
10.17. “Upgrades” are new products, features or functionality related to the SaaS Services or Software, as applicable, for which Index Infotech charges its customers a separate fee.
10.18. “Updates” are error corrections, modifications, or security or product enhancements, or standard new releases, for the SaaS Services or Software, as applicable, that Index Infotech makes available to its customers at no additional cost.