Master Subscription Agreement

This Master Subscription Agreement governs CUSTOMER’s purchase and use of Subscription Services and Professional Services as indicated in relevant Order Form(s), Exhibit(s), amendment(s), addendum(a), appendix(ces), annex(es), or other document(s) that reference to Master Subscription Agreement. This Master Subscription Agreement shall become effective as of the date of signing of the first Agreement and continue until all Agreements have expired or have otherwise been terminated.

1. DefinitionsThe following capitalized terms in this Master Subscription Agreement have the meanings attributed to them below:
   “Agreement” means this Master Subscription Agreement, as well as DPA, Exhibit(s) (or other similar documents) and respective Order Form(s), including any addenda, appendices, annexes and/or subsequent amendments, governing the provision of applicable SaaS Solution and associated Subscription Services and, if applicable, Professional Services ordered by CUSTOMER.
   “Affiliate” means contracting party’s (i.e., either SYNCRON or CUSTOMER) affiliated company which: (a) is controlled, directly or indirectly, by contracting party; (b) controls, directly or indirectly, the contracting party; or (c) is under common control with the contracting party, whereby “control” means the possession by virtue of ownership, directly or indirectly, of more than fifty percent (50%) of the shares or voting rights.
   “Annual SaaS Fee” means a subscription fee for provision of Subscription Services due for a given annual period of Subscription Term, to be paid by CUSTOMER to SYNCRON according to the conditions specified by Agreement.
   “CUSTOMER Data” means all electronic data or information submitted by CUSTOMER or Users to SaaS Solution. CUSTOMER Data does not include (i) any component of Subscription Services or material provided by or on behalf of SYNCRON; and (ii) technical data not directly or indirectly related to CUSTOMER’s business, Users or CUSTOMER’s use of Subscription Services.
   “Documentation” means standard documentation, as updated from time to time by SYNCRON, in electronic format describing Subscription Services and provided together with Subscription Services, supporting the use thereof, which includes a user guide released in English language version only.
   “Exhibit” means a document describing Subscription Services and Service Level Agreement applicable to a SaaS Solution subscribed under applicable Order Form, as well as description of Professional Services (applicable if Professional Services are provided by SYNCRON).
   “Index” means the SCB Labour Cost Index for non-manual workers in private sector, industrial classification NACE Rev. 2- J (information and communication companies) currently published at www.scb.se.
   “Initial Start Date” means the date of signing of the first Order Form under an applicable Agreement by both parties, or another date, as specified in such Order Form.
   “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
   “Order Form” means the document specifying commercial terms of the Subscription Services and/or Professional Services ordered by CUSTOMER and provided by SYNCRON under Agreement.
   “Partner” means an entity whose details may be specified in Order Form (if applicable) responsible for providing first line support and/or Professional Services to CUSTOMER, or any other consultancy services.
   “Professional Services” mean consultancy services provided by SYNCRON (or, if applicable, by Partner) during the term of Agreement, associated with the implementation of SaaS Solution. Such consultancy services will be provided at a reasonable level of skill, care and experience.
   “Professional Services Fee” means a fee for Professional Services with the scope and limitations listed in applicable Order Form and Exhibit, applicable if Professional Services are provided by SYNCRON.
   “Release” means a new version of SaaS Solution.
   “Restricted Jurisdiction” means those countries or territories targeted by country-wide or territory-wide Sanctions Laws that extensively and comprehensively restrict activities with the target country or territory and its government, and include, but are not limited to, Sanctions Laws targeting Iran, Cuba, North Korea, Crimea and Syria.
   “Restricted Person” means persons, entities or other parties that are (a) located, domiciled, resident or incorporated in any Restricted Jurisdiction; (b) specifically designated or listed under Sanctions Laws; or (c) owned or controlled by, or acting on behalf of, persons, entities or other parties specified in (a) or (b).
   “SaaS Solution” means the online, web-based applications and platform provided by SYNCRON as described in applicable Order Form(s), applicable Exhibit and Documentation, including associated offline components and Third-Party Applications and Services contracted by SYNCRON, interoperating with SaaS Solution. SaaS Solution excludes Third-Party Applications and Services not contracted by SYNCRON.
   “Sanctions Authority” means: (a) the United States; (b) the United Nations Security Council; (c) the European Union; (d) European Union member states; (e) the United Kingdom; or (f) the respective governmental institutions of any of the foregoing including, without limitation, OFAC, the U.S. Department of Commerce, the U.S. Department of State, any other agency of the U.S. government, and Her Majesty’s Treasury.
   “Sanctions Laws” means economic or financial sanctions, restrictive measures, trade embargoes or export control laws imposed, administered, or enforced from time to time by any Sanctions Authority.
   “Service Limitations” means applicable technical and commercial limitations of Subscription Services specified in applicable Order Form(s) and Exhibit(s) or other applicable documentation, which define the scope and parameters of Subscription Services to be provided by SYNCRON under Agreement.
   “Subscription Services” means SaaS Solution in a given Subscription Services Edition, Upgrades, Support, and other add-on services, ordered by CUSTOMER in the scope set out in applicable Order Form(s).
   “Subscription Term” means the term of applicable Agreement, commencing on Initial Start Date and ending the number of years thereafter specified in applicable Order Form, unless terminated earlier or renewed in accordance with the terms stipulated hereunder.
   “Support” means support services described in Exhibit.
   “SYNCRON” means SYNCRON contracting party (as specified in applicable Order Form) and, as relevant, all its Affiliates engaged in provision of Subscription Services and, if applicable, Professional Services, and assisting in the performance of Agreement.
   “Third-Party Applications and Services” means online, web-based applications and offline software products as well as services that are provided by third parties and are identified as third-party applications or services.
   “Upgrades” means services aimed at installation of a new Release, as described in Exhibit.
   “Users” mean individuals who are authorized by CUSTOMER or CUSTOMER’s Affiliates to use Subscription Services and who have been supplied with user identifications and passwords by CUSTOMER (or by SYNCRON at CUSTOMER’s request). Users may include but are not limited to CUSTOMER’s or CUSTOMER’s Affiliates’ Support Users (as defined in Exhibit), employees, consultants, contractors, dealers, and agents; or third parties with which CUSTOMER transacts business.
2. Provision of Subscription Services and Professional Services
   1. Provision of Subscription Services: SYNCRON will make Subscription Services available to CUSTOMER pursuant to Agreement during Subscription Term.
      Subscription Services are made available at a fixed Annual SaaS Fee. CUSTOMER agrees that CUSTOMER’s purchase of Subscription Services hereunder is not contingent on delivery of any future functionalities or features.
   2. Users: User must be identified by a unique e-mail address and a username, and two or more persons may not use Subscription Services as the same User. If User is not an employee of CUSTOMER, use of Subscription Services will be allowed only if User is under confidentiality obligations with CUSTOMER at least as restrictive as those in this Agreement and is accessing or using Subscription Services solely to support CUSTOMER’s, CUSTOMER Affiliates’ and their Users’ internal business purposes.
   3. Professional Services provided by SYNCRON: If ordered by CUSTOMER, SYNCRON will provide Professional Services to CUSTOMER associated with the implementation and use of SaaS Solution. The scope of Professional Services, if provided by SYNCRON, is specified in Exhibit and the Professional Services Fees are set forth in applicable Order Form. The standard hourly rates for Professional Services provided by SYNCRON are set forth in Order Form.
      If CUSTOMER decides that Professional Services are to be provided by Partner, it will solely between CUSTOMER and Partner to regulate the terms, fees and scope of delivery of Professional Services; for which SYNCRON assumes neither responsibility nor liability.
   4. Applicability to further Agreements: The terms specified in this Master Subscription Agreement will apply to any further agreement signed by the parties and refer to this Master Subscription Agreement, which will then constitute a separate Agreement.
3. Use of the Subscription Services
   1. SYNCRON’S Responsibilities: SYNCRON (i) hereby grants CUSTOMER a right to access and use SaaS Solution in accordance with the Documentation and this Agreement solely for CUSTOMER’s business purposes and subject to the Service Limitations set forth in the applicable Order Form; (ii) will provide Support (if applicable – via Partner) to CUSTOMER within the scope set forth in Exhibit; (iii) will use commercially reasonable efforts to make SaaS Solution available in accordance with Exhibit; and (iv) will provide Subscription Services only in accordance with applicable laws and government regulations applicable to SYNCRON’s provision of Subscription Services and Professional Services to its customers generally (i.e. regardless of CUSTOMER’s particular use of Subscription Services or Professional Services) and subject to CUSTOMER’s use of Subscription Services in accordance with Agreement, Documentation and applicable Order Form.
      If Professional Services are ordered by CUSTOMER, such consultancy (expert) services will be provided at a reasonable level of skill, care and experience.
      SYNCRON is not responsible for Partner’s failure to implement the SaaS Solution.
   2. CUSTOMER’S Responsibilities: CUSTOMER may access and use Subscription Services subject to the Service Limitations set forth in the applicable Order Form. CUSTOMER will: (i) be responsible for Users’ compliance with this Agreement or any breach by a User of this Agreement; (ii) be solely responsible for the accuracy, quality, integrity and legality of CUSTOMER Data and of the means by which CUSTOMER acquired CUSTOMER Data; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of Subscription Services, and promptly notify SYNCRON of any actual or suspected unauthorized access or use; (iv) use Subscription Services in accordance with: (A) Documentation and (B) the Service Limitations as outlined in applicable Order Form; and (v) shall comply with all applicable laws, rules and regulations with respect to CUSTOMER use of Subscription Services and CUSTOMER activities related to this Agreement.
      CUSTOMER is responsible for informing SYNCRON which accounts of any authorized User who no longer needs access to SaaS Solution or is no longer employed or engaged by CUSTOMER needs to be disabled.
      CUSTOMER’s access to the Internet is not subject to Agreement. CUSTOMER will be solely responsible for the correct operation of its Internet access including the transmission and its hardware.
      SaaS Solution does not make and are not intended to make automatic decisions on behalf of CUSTOMER. CUSTOMER will be ultimately responsible for making any decisions or taking any actions associated with the use of SaaS Solution.
4. Third-Party Applications and Services
   1. SYNCRON’s Responsibility: CUSTOMER acknowledges that SYNCRON may allow providers of Third-Party Applications and Services to access CUSTOMER Data as required for the interoperation of such ‘Third-Party Applications and Services’ with Subscription Services.
      SYNCRON is entitled to engage sub-contractors and sub-suppliers in delivering Subscription Services and Professional Services (if applicable) and to disclose CUSTOMER Data to them, to the extent it is necessary to provide Subscription Services and Professional Services (if applicable) under Agreement. SYNCRON undertakes to conclude confidentiality agreements and, if applicable, data processing agreements with its sub-contractors and sub-suppliers, which are not less stringent than SYNCRON’s confidentiality and, if applicable, data processing undertakings towards CUSTOMER resulting from Agreement.
   2. CUSTOMER’s Responsibility: Any acquisition or engagement done by CUSTOMER involving Third-Party Applications and Services, including, but not limited to, implementation, customization or any other consulting services, and any exchange of data between CUSTOMER and that third-party provider, is solely between CUSTOMER and the applicable third-party provider. SYNCRON does not warrant or support Third-Party Applications and Services not contracted by SYNCRON.
      If CUSTOMER installs or enables Third-Party Applications and Services for use with Subscription Services, SYNCRON will not be responsible for any disclosure, modification or deletion of CUSTOMER Data resulting therefrom.
5. Fees and Payment Terms
   1. Fees: CUSTOMER will pay all fees specified in the applicable Order Form(s) or otherwise in the Agreement by the due dates and in the currency specified therein. Payment obligations will be made without any setoffs and fees paid are non-refundable except as provided hereinafter. Unless otherwise set forth in applicable Order Form(s), fees pertaining to Subscription Services are based on yearly periods that begin on Initial Start Date and each yearly anniversary thereof.
   2. Invoicing and Payment: SYNCRON will invoice CUSTOMER for Subscription Services yearly in advance. Annual SaaS Fee and additional Annual SaaS Fees (if applicable) will become due for payment to SYNCRON on or prior to the date of each anniversary of Initial Start Date.
      (If applicable) SYNCRON will (as specified in Order Form) invoice CUSTOMER for Professional Services either as Professional Services are delivered or as a fixed fee upon Initial Start Date.
      Invoiced fees are due net 30 days from the invoice date, subject to Section 5.7.
      In case of late payment or if an audit discovers that CUSTOMER has underpaid SYNCRON, CUSTOMER will pay the amount due plus interest from the date the payment was due. The interest rate will be the lower of 2 percent per month or the highest interest rate allowed by applicable law.
      All invoices will be delivered electronically and/or via using the notification addresses stated in applicable Order Form. Any changes in that contact addresses will be immediately notified by e-mail to the other party of the Agreement. CUSTOMER is responsible for providing SYNCRON with complete and accurate billing and contact information (to the address: financese@syncron.com) and for notifying SYNCRON in case of any changes to such information.
      In the event CUSTOMER instructs SYNCRON to invoice another entity from CUSTOMER’s group for the Subscription Services and/or Professional Services provided under this Agreement, SYNCRON will address invoices to an entity indicated by CUSTOMER. However, in any case CUSTOMER will remain fully responsible for such payments under this Agreement which must be made in a timely manner and in accordance with the terms of this Agreement.
   3. Increased Use of Subscription Services: Any increases to the scope of use of Subscription Services will be subject to additional fees as set forth in applicable Order Form. CUSTOMER may increase Service Limitations or otherwise increase the scope of use of Subscription Services by signing a new Order Form. If a respective Order Form is not signed and an increased use of the Subscription Services is identified, SYNCRON will charge CUSTOMER for any increased use of Subscription Services at SYNCRON’s then-current rates, prorated for the remainder of the then-current Subscription Term.
   4. Indexation: SYNCRON is at all times entitled to adjust all fees upwards annually on the basis of the inflation rate for the last available 12-month period, expressed in the Index.
   5. Suspension of Services and Acceleration: If any amount owing by CUSTOMER under Agreement or any other agreement between SYNCRON and CUSTOMER is 30 or more days overdue, SYNCRON may, without limiting SYNCRON’s other rights and remedies, accelerate CUSTOMER’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and SYNCRON may, upon providing a 14-day e-mail notice, suspend all SYNCRON’s services to CUSTOMER until such amounts are paid in full.
   6. Taxes: Unless otherwise stated, SYNCRON’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). CUSTOMER is responsible for paying all Taxes associated with CUSTOMER’s payment obligations under Agreement and will pay, reimburse and indemnify SYNCRON for any Taxes paid or payable by SYNCRON. SYNCRON is solely responsible for taxes assessable against it based on SYNCRON’s income, property, and employees.
   7. Purchase Orders (or similar): In case a purchase order or any other similar document is required by CUSTOMER in order for an invoice to be paid, CUSTOMER is obliged to timely issue such purchase order, provide such purchase order and its number to financese@syncron.com, and/or take any other action required under its internal company procedures to ensure that the invoices issued by SYNCRON hereunder are paid by due dates specified in Section 5.2 of this Master Subscription Agreement. Such purchase order (or similar) will in no event cause payment due date to be extended.
      In the event a purchase order (or similar) is not issued by CUSTOMER on time, SYNCRON remains entitled to invoice CUSTOMER for the due amounts under this Agreement and charge interest as from the payment due date.
      Purchase orders or other similar documents, issued by CUSTOMER, will in no event supersede, modify, supplement the terms and conditions of Agreement or become part of Agreement. Any such document will not become binding on SYNCRON and will have no legal effect.
6. Proprietary Rights
   1. SYNCRON’S Rights: Subject to the limited rights expressly granted hereunder, SYNCRON reserves all rights, title and interest in and to Subscription Services and its contents and Professional Services, including all related intellectual property rights. No rights are granted to CUSTOMER hereunder other than as expressly set forth herein.
      CUSTOMER hereby grants to SYNCRON a non-exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into Subscription Services any suggestions, enhancement requests, recommendations or other feedback provided by CUSTOMER, including Users, relating to the operation of Subscription Services.
      CUSTOMER hereby grants SYNCRON a non-exclusive, royalty-free, worldwide, transferable, sublicensable, limited-term license to use the Customer trademarks, service marks, and logos as required to provide the Subscription Services.
   2. Restrictions: CUSTOMER will not: (i) permit any third party to access Subscription Services except as permitted in Agreement; (ii) create derivative works based on Subscription Services; (iii) copy, download, frame or mirror any part or content of Subscription Services and/or Documentation, other than copying, downloading or framing on CUSTOMER’s own intranets or otherwise for CUSTOMER’s own internal business purposes; (iv) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Subscription Services, or otherwise derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Subscription Services, (v) access Subscription Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of Subscription Services; (vi) make Subscription Services (or any part of them) available to anyone other than Users; (vii) sell, resell, rent, lease or otherwise distribute Subscription Services or use the Subscription Services and/or Documentation to provide services to third parties in any manner not directly related to the purposes for which the Agreement between SYNCRON and CUSTOMER was concluded, including but not limited to reselling or transferring the rights to use the Subscription Services to any third party; (viii) use Subscription Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights; (ix) other than as expressly set out in the Agreement, use or permit any third party to use the Subscription Services for any purpose; (x) use Subscription Services to store or transmit Malicious Code; (xi) interfere with or disrupt the integrity, operation or performance of Subscription Services or third-party data contained therein; (xii) attempt to gain, or assist third parties in gaining, unauthorized access to Subscription Services or their related systems or networks; or (xiii) access or use Subscription Services in any manner or for any purposes which violate the applicable laws, rules and regulations.
      CUSTOMER will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of SYNCRON or its licensors in the SaaS Solution or Documentation or any copies thereof.
   3. Ownership of CUSTOMER Data: As between SYNCRON and CUSTOMER, CUSTOMER exclusively owns all rights, title and interest in and to all CUSTOMER Data.
      CUSTOMER grants SYNCRON, its Affiliates, and its applicable partners, suppliers and contractors, a worldwide and non-exclusive right to store, use, copy and transmit CUSTOMER Data to the extent necessary to provide, maintain and ensure proper operation of SaaS Solution and associated Third-Party Applications and Services.
7. Confidentiality
   1. Confidential Information: “Confidential Information” means all confidential information disclosed by SYNCRON or CUSTOMER (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, in writing or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. CUSTOMER’s Confidential Information includes CUSTOMER Data; SYNCRON’s Confidential Information includes, but is not limited to Subscription Services (including all enhancements and improvements thereto), Documentation and Professional Services; and Confidential Information of each party includes the terms and conditions of Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, intellectual property as well as business processes disclosed by such party. However, Confidential Information (other than CUSTOMER Data) does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party, (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party, (iii) is received from a third party without breach of any obligation owed to Disclosing Party, or (iv) was independently developed by Receiving Party. The existence of Agreement and the fact of cooperation between the parties may be disclosed by either party.
   2. Protection of Confidential Information: Except as otherwise permitted in writing by Disclosing Party, (i) Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of Disclosing Party for any purpose outside the scope of Agreement, and (ii) Receiving Party will limit access to Confidential Information of Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with Agreement and who are subject to confidentiality obligations with Receiving Party containing protections no less stringent than those herein.
   3. Protection of CUSTOMER Data: Without limiting the above, SYNCRON will maintain appropriate technical and organizational security measures for protection of confidentiality, integrity and availability of CUSTOMER Data. Security measures are set forth in Security Appendix (Schedule 2 to the Data Processing Addendum) published on EazyStock website: https://www.eazystock.com/data-processing-addendum/#schedule-2. SYNCRON employees, agents, subcontractors or Partner (if engaged by the CUSTOMER) may be engaged in delivery of Subscription Services and Professional Services and will have access to CUSTOMER Data, so far as it is necessary to perform SYNCRON’s contractual obligations arising from Agreement. SYNCRON will not (a) modify CUSTOMER Data (unless on CUSTOMER’s request), (b) disclose CUSTOMER Data except as compelled by law in accordance with Section 7.4 or as permitted by Section 4.1 or as permitted in writing or otherwise communicated by CUSTOMER (it shall however not apply to Partner’s right to access or use CUSTOMER’s Data as stipulated above), or (c) access CUSTOMER Data except as set forth in Agreement, in particular to provide Subscription Services and Professional Services, prevent or address service or technical problems, or at CUSTOMER’s request in connection with customer support matters.
   4. Compelled Disclosure: Receiving Party may disclose Confidential Information of Disclosing Party if it is compelled by law to do so, provided that Receiving Party gives Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest the disclosure. If Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which Disclosing Party is a party, and Disclosing Party is not contesting the disclosure, Disclosing Party will reimburse Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
8. Warranties and Disclaimers
   1. SYNCRON’S Warranties: SYNCRON warrants that (i) SaaS Solution will perform substantially in accordance with Documentation and SLA, and (ii) the functionality of SaaS Solution will not be materially decreased during Subscription Term. If CUSTOMER decides that Professional Services are to be provided by Partner, the warranties apply provided that the SaaS Solution is properly implemented by Partner.
      In the event of any breach of either of the warranties above, (a) SYNCRON will correct the non-conforming portion of SaaS Solution in accordance with Exhibit at no additional charge to CUSTOMER, or (b) in the event SYNCRON is unable to correct in accordance with Exhibit, those deficiencies materially affecting CUSTOMER’s use of the SaaS Solution, SYNCRON will, upon CUSTOMER’s written request, refund CUSTOMER amounts paid that are attributable to such defective portion of SaaS Solution from the date SYNCRON received such request until a work-around or alternative approach that achieves substantially the same result or functionality is made. CUSTOMER will notify SYNCRON in writing within thirty (30) days of identifying the material deficiency.
      In case the breach of warranty constitutes a material breach of Agreement, instead of pursuing measures specified above, CUSTOMER may elect to terminate Agreement in accordance with Section 11.3 (Early Termination) and Section 11.4 (Refund or Payment upon Termination) below.
      THE REMEDIES SET FORTH HEREIN ARE CUSTOMER’S SOLE REMEDY AND SYNCRON’S SOLE LIABILITY FOR BREACH OF THE WARRANTIES ABOVE.
   2. CUSTOMER Warranties: CUSTOMER represents and warrants that any Customer Data will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be infringing, libelous, containing tortuous material, violating third-party privacy rights; or otherwise unlawful and (d) otherwise violate the rights of a third party.
   3. Mutual Warranties: Each party represents and warrants that (i) it has the legal power to enter into Agreement, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).
   4. DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
      THE SAAS SOLUTION IS PROVIDED “AS IS” AND SYNCRON DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SAAS SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE.
9. Indemnification
   1. Indemnification by SYNCRONS: YNCRON warrants that the use of SaaS Solution in accordance with the terms of Agreement does not, to the best of SYNCRON’s current knowledge, violate the intellectual property rights of any third party. SYNCRON will, subject to the limitations set out in Section 10.2, indemnify, defend and hold harmless CUSTOMER from and against any claim made or brought against CUSTOMER by a third party alleging that the provision or use of SaaS Solution infringes any third party’s intellectual property rights and will indemnify CUSTOMER for any damages finally awarded against, and for reasonable attorney’s fees incurred by CUSTOMER in connection with any such claim. CUSTOMER will (a) promptly give SYNCRON a written notice of such claim; b) give SYNCRON sole control of the defense or settlement of such claim (provided that SYNCRON may not settle any claim unless the settlement unconditionally releases CUSTOMER of all liability), and (c) provide all reasonable assistance to SYNCRON in defending against such claim. If any portion of SaaS Solution becomes, or in SYNCRON’s opinion is likely to become, the subject of a claim of infringement, or if an infringement is established or acknowledged following legal proceedings and/or negotiations , SYNCRON will, at its sole and exclusive option either: procure for CUSTOMER the right to continue the use of SaaS Solution, replace the infringing part of SaaS Solution with a non-infringing part of equivalent function and performance, or modify SaaS Solution so that they become non-infringing without materially detracting from function or performance. If none of the aforementioned measures proves successful to obtain on commercially reasonable terms in spite of SYNCRON using its commercially reasonable efforts, or any modification has materially detracted, from the functionality or performance of SaaS Solution, SYNCRON may terminate the Agreement and completely uninstall SaaS Solution and refund CUSTOMER any prepaid fees covering the remainder of the applicable Subscription Term after the effective date of termination.
      Notwithstanding the foregoing, SYNCRON will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of SaaS Solution not in accordance with this Agreement or as specified in the Documentation; (ii) any use of SaaS Solution in combination with other products, equipment, software or data not supplied by SYNCRON; or (iii) any modification of SaaS Solution by any person other than SYNCRON or its authorized agents.
   2. Indemnification by CUSTOMER: CUSTOMER will, subject to the limitations set out in Section 10.2, indemnify, defend and hold harmless SYNCRON against any claim made or brought against SYNCRON by a third party alleging that (i) CUSTOMER Data, (ii) CUSTOMER’s use of CUSTOMER Data in SaaS Solution, (iii) CUSTOMER’s use of SaaS Solution in violation of Agreement, or (iv) Third-Party Applications and Services installed or enabled by CUSTOMER for use or interoperation with SaaS Solution, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and will indemnify SYNCRON for any damages finally awarded against, and for reasonable attorney’s fees incurred by SYNCRON in connection with any such claim. SYNCRON will (a) promptly give CUSTOMER written notice of the claim; (b) give CUSTOMER sole control of the defense and settlement of the claim (provided that CUSTOMER may not settle any claim unless the settlement unconditionally releases SYNCRON of all liability); and (c) provide all reasonable assistance to CUSTOMER in defending against such claim.
   3. EXCLUSIVE REMEDY: THIS SECTION 9 STATES THE INDEMNIFYING PARTY’S SOLE LIABILITY TO, AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR ANY TYPE OF CLAIM DESCRIBED IN THIS SECTION 9.
10. Limitation of Liability
    1. Limitation of Liability: EXCEPT FOR PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 AND CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S MAXIMUM AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS ARISING OUT OF OR RELATED TO THE AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, WILL BE LIMITED TO 100 PERCENT OF THE RECURRING FEES PAID OR PAYABLE BY CUSTOMER FOR THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO A CLAIM.
       FOR BREACH OF CONFIDENTIALITY, SECURITY OR PRIVACY OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING DATA PROCESSING ADDENDUM) AS WELL AS FOR CUSTOMER’S BREACH OF SECTION 6.2, EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS, WILL BE LIMITED TO 200 PERCENT OF THE RECURRING FEES PAID OR PAYABLE BY CUSTOMER FOR THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO A CLAIM.
    2. Exclusion of Liability: IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY OR IS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER’S PAYMENT OBLIGATIONS REMAIN UNAFFECTED.
       IF APPLICABLE, IT IS FURTHER UNDERSTOOD BETWEEN THE PARTIES THAT SYNCRON ASSUMES NO LIABILITY TO CUSTOMER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, ARISING FROM (I) PARTNER’S FAILURE TO IMPLEMENT THE SAAS SOLUTION, OR (II) PROVISION OF PROFESSIONAL (CONSULTANCY) OR SUPPORT BY PARTNER, OR (III) PARTNER’S ACCESS TO OR USAGE OF CUSTOMER DATA.
       SYNCRON’S LIABILITY FOR THE LOSS OR CORRUPTION OF DATA WILL BE RESTRICTED TO THE TYPICAL RESTORATION EXPENSES THAT WOULD HAVE OCCURRED IN CASE OF REGULAR AND APPROPRIATE IMPLEMENTATION OF SAFETY COPIES. CUSTOMER ALONE WILL BE RESPONSIBLE FOR KEEPING SAFETY COPIES OF CUSTOMER DATA.
       NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR DAMAGES ARISING OUT OF ITS FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
    3. CUSTOMER ACKNOWLEDGEMENT: CUSTOMER ACKNOWLEDGES THAT SYNCRON HAS SET ITS FEES, AND ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE LIMITATION OF LIABILITY IN THIS SECTION 10, THE DISCLAIMER OF WARRANTIES IN SECTION 8.4 AND THE LIMITED REMEDIES IN THE AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
    4. Force Majeure: Neither party will be deemed in default or breach of this Agreement or liable for any loss or damages or otherwise responsible for delays or failure in performance (except for payment of money) due to causes or occurrences beyond its control including, but not limited to, civil disobedience, casualty or accident, war, labor disputes, acts of terrorism, government actions, electric or electronic breakdowns, failure by Internet providers or failure of any third party hardware, software or services (“Force Majeure Event”). If either party is affected by a Force Majeure Event, it will as soon as reasonably practical notify the other party in writing and will take commercially reasonable steps to mitigate the effect of a Force Majeure Event.
11. Term and Termination
    1. Subscription Term: Agreement becomes effective on the Initial Start Date and continues until the end of Subscription Term.
    2. Renewal and Revision of Fees: Subscription Term identified on the applicable Order Form will automatically renew for additional periods of one (1) year, unless either party gives the other a written notice of non-renewal at least three (3) months before the end of Subscription Term. Without prejudice to Sections 5.3 and 5.4, the fees during any renewal term will be the same as that during the prior term for the same scope of Subscription Services unless SYNCRON has given CUSTOMER written notice of a pricing increase at least four (4) months before the end of such prior term, in which case the pricing increase will be effective upon renewal and thereafter.
    3. Early Termination: A party may terminate the applicable Agreement: (i) upon a thirty (30) days’ written notice to the other party of a material breach of Agreement 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 (“Early Termination”). No other termination for any other reason is allowed according to Agreement.
    4. Refund or Payment Upon Early Termination: Upon Early Termination by CUSTOMER, SYNCRON will refund CUSTOMER any prepaid fees covering the remainder of Subscription Term after the effective date of termination. Upon Early Termination by SYNCRON, CUSTOMER will pay any unpaid fees covering the remainder of Subscription Term after the effective date of termination. In no event will any termination relieve CUSTOMER of the obligation to pay any fees payable to SYNCRON for the period prior to the effective date of termination.
    5. Return of CUSTOMER Data: Upon written request by CUSTOMER made within thirty (30) days after the effective date of termination of Agreement, SYNCRON will make a file with CUSTOMER Data available to CUSTOMER for download. After such 30-day period, SYNCRON will have no obligation to maintain or provide CUSTOMER Data and will thereafter, unless legally prohibited, delete or destroy all of CUSTOMER Data in SYNCRON’s systems or otherwise in SYNCRON’s possession or under SYNCRON’s control. If applicable, request to Partner to return CUSTOMER’S Data shall be made directly to Partner. SYNCRON assumes no responsibility that Partner returns CUSTOMER’S Data.
    6. Surviving Provisions: Section 5 (Fees and Payment Terms), 6 (Proprietary Rights), 7 (Confidentiality), 8.4 (Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon Termination), 11.5 (Return of CUSTOMER Data), and 12 (Miscellaneous) will survive any termination or expiration of Agreement.
12. Miscellaneous
    1. Sanctions and Export Control Compliance: Each party will comply with any and all applicable Sanctions Laws (including export controls) in, respectively, providing and using SaaS Solution. Each party represents that it is not a Restricted Person. CUSTOMER will not permit access or use of SaaS Solution by or make SaaS Solution available to (a) Restricted Persons, or (b) Users in Restricted Jurisdiction, in a manner that will result in a violation of Sanctions Laws (including export controls).
    2. Notices: Except as otherwise specified in Agreement, all notices, permissions and approvals hereunder will be in writing. They will be deemed to have been given upon: (i) personal delivery, (ii) the first business day after receipt of a mail, or (iii) the first business day after sending by e-mail. However, notices of non-renewal of the Subscription Term, notices of Early Termination or notices of indemnifiable claim, if provided by e-mail, require providing the other party with a document signed by an authorized representative of one party (in electronic format (digital/e-signature) or in a form of a scan of hand-signed paper document) to be valid. Notices to CUSTOMER will be addressed to the system administrator designated by CUSTOMER for CUSTOMER relevant SaaS Solution account, and in the case of billing-related notices, to the relevant billing contact designated by CUSTOMER. Notices to SYNCRON will be addressed to SYNCRON’s Legal Department (address: ul. Twarda 4, 00-105 Warsaw, Poland), e-mail: legal@syncron.com.
    3. Personal Data: Should SYNCRON collect, store and process CUSTOMER’s personal data as part of SaaS Solution, it will be deemed do so only on behalf of CUSTOMER and on CUSTOMER’s instructions, as a data processor, for purpose of performing its contractual undertakings arising from this Agreement. Processing of personal data under Agreement is governed by the terms set out in the Data Processing Addendum (“DPA”) available on EazyStock website: https://www.eazystock.com/legal/data-processing-addendum/. DPA constitutes an integral part of Agreement, is hereby incorporated to it by reference and is deemed valid without the necessity to put parties’ written signatures in the body of DPA. Either party’s acceptance of Agreement constitutes the party’s agreement to DPA, its schedules (including EU Standard Contractual Clauses, if applicable) and appendices.
    4. Marketing Activities: CUSTOMER agrees to the following marketing assistance:
       a) the development and joint issuance of one (1) news-oriented press release; and
       b) CUSTOMER grants approval to SYNCRON to use CUSTOMER’s company logo in marketing collateral and at SYNCRON’s web site.
       CUSTOMER and SYNCRON will mutually review and approve all marketing materials prior to publication and/or issuance.
    5. Personnel: The parties are not entitled to recruit or try to recruit employees, contractors or consultants that are or have been involved in any way in any project realized under applicable Agreement, during the term of Agreement or twelve (12) months after its termination or expiration. Notwithstanding the foregoing, the parties hereby acknowledge and agree that the restrictions of this subsection shall not apply to the hiring by either party of any individual who, not being specifically solicited or targeted, responds to a general recruitment advertisement of the other party.
    6. 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.
    7. Waiver and Cumulative Remedies: No failure or delay by either party in exercising any right under Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
    8. Severability: If any provision of Agreement is found to be illegal, invalid or unenforceable, the provision will be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of Agreement will remain in effect.
    9. Assignment: Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, SYNCRON may without the consent of CUSTOMER assign its rights and obligations to (i) SYNCRON’s Affiliate and (ii) a third party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. The terms of the Agreement will be binding upon the parties and their respective successors and permitted assigns.
    10. Amendments: Agreement may only be amended by a written agreement between the parties, setting out a clear intention of the parties to amend the terms and conditions of Agreement and signed by the requisite number of authorized signatories of each party.
    11. Entire Agreement: This Master Subscription Agreement, including all Order Forms, Exhibits and addenda, appendices, and annexes hereto contains all the terms and conditions agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. In the event of a conflict between an Order Form, Master Subscription Agreement, and an Exhibit, the order of precedence is as set out in this provision in descending order of control. No representation, undertaking or promise will be taken to have been given or implied from anything said or written in negotiations between the parties prior to Agreement. Neither party will have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies are those for breach of contract as provided in Agreement.
    12. Governing Law: Agreement is governed by and construed in accordance with the substantive laws of Sweden.
    13. Disputes: The parties will use reasonable efforts to settle amicably any disputes which may arise out of or in connection with Agreement. If the parties fail to reach a settlement, such dispute will be finally settled by arbitration in accordance with the Rules of Arbitration of the Stockholm Chamber of Commerce. The arbitration proceedings will be held in Stockholm. The language of the arbitration proceedings will be English. Either party may enforce the award of the arbitral tribunal before any competent court.
        The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
    14. Independent ContractorsSYNCRON’s relationship to CUSTOMER is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have and will not represent to any third party that it has, any authority to act on behalf of the other party.
    15. Counterparts: This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
    16. Binding Force: This MSA, forming integral part of the Agreement, shall be deemed valid, effective and binding upon the Parties solely by the fact of its incorporation by reference in an applicable Order Form or other similar document. Both Parties acceptance of the Order Form (or similar document) containing a reference to this MSA constitutes acceptance of this MSA and its appendices (if applicable), without the necessity to put parties’ written signatures in the body of the MSA and its appendices (if applicable).

On behalf of CUSTOMER
Customer’s acceptance of the Order Form shall constitute its agreement to enter into and be bound by the terms of the Agreement (including this MSA, Exhibit and DPA).

On behalf of SYNCRON
Syncron’s acceptance of the Order Form shall constitute its agreement to enter into and be bound by the terms of the Agreement (including this MSA, Exhibit and DPA).

LOCAL TERMS AND CONDITIONS

The default governing law of the Agreement is the law of Sweden. If justified under circumstances and if explicitly specified in an Order Form, the Agreement may be made subject to a different law. In such case, below local terms and conditions will apply and modify the Master Subscription Agreement accordingly.

I. If the Agreement is made subject to the laws of United States (State of Georgia), the following changes to the Master Subscription Agreement shall apply:

I.A Section 1, Definitions
The following definition of “Index” shall apply:
“Index” means the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All items index, currently published by the US Department of Labor at http://www.bls.gov/news.release/cpi.toc.htm.

I.B. Section 12.2, Governing Law
The following wording of Section 12.2 shall apply:

12.12 Governing Law
Agreement is governed by and construed in accordance with the substantive laws of the State of Georgia, USA without regard to conflicts of law principles.

I.C. Section 12.3, Disputes
The following wording of Section 12.3 shall apply:

12.13 Disputes
The parties will use reasonable efforts to settle amicably any disputes which may arise out of or in connection with the Agreement.
All claims, disputes and other matters in question between the CUSTOMER and SYNCRON shall be submitted exclusively to binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules (the “Rules”). The number of arbitrators will be three, who will be chosen in accordance with the Rules. The arbitrators may come from anywhere in the United States, provided, however, that each one has experience in software as a service or technology contracts. The language of the arbitration will be English. The locale of the arbitration shall be (i) Atlanta, Georgia or (ii) via videoconference as required to allow the hearing to proceed as scheduled at the discretion of the arbitrator. Except as otherwise expressly set forth herein, each party waives any objection that it may have to the aforementioned choice of law or venue. The parties agree that (A) any dispute about the arbitral tribunal’s jurisdiction, either before or after initiation of the arbitration, and/or (B) any dispute about the arbitrability of any claim, counterclaim, or set off shall be brought solely and exclusively in a court of competent jurisdiction in the State of Georgia and each party submits to the exclusive jurisdiction of such court; an arbitral tribunal may not decide its own jurisdiction or the arbitrability of any matter in the event of any disagreement between the parties. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. Except as may be required by law, or to the extent required to compel arbitration, when required to enforce other rights or defend other proceedings in situations in which the fact of the award is a necessary element of the claim or defense, or to obtain interim relief or to enforce an award, neither party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the other party’s prior written consent. The parties may seek emergency or interim relief as provided by the Rules. The arbitrator is required to award to the prevailing party its reasonable attorneys’ fees and may award all costs, including the costs of the arbitrator and the AAA fees. Any award must be made in U.S. dollars and be subject to the terms of the Agreement. In addition to all rights provided under the Rules and law, each party agrees that any judgment rendered by the arbitrators may be enforced or executed against the assets of any such party in any jurisdiction pursuant to U.S. law or the New York Convention, as applicable. Notwithstanding the agreement to the procedures set forth in this Section, either party may seek equitable relief to enforce its rights, solely and exclusively in a court of competent jurisdiction in the State of Georgia, where damages would not provide adequate relief, and each party submits to the exclusive jurisdiction of such court.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

II. If the Agreement is made subject to the laws of United Kingdom, the following changes to the Master Subscription Agreement shall apply:

II.A Section 1, Definitions
The following definition of “Index” shall apply:
“Index” means the CPI – Consumer Price Index published by the Office for National Statistics.

II.B Section 10.1, Limitation of Liability
The following wording of Section 10.1 shall apply:

10.1 Limitation of Liability
CUSTOMER’S PARTICULAR ATTENTION IS DRAWN TO THIS CLAUSE 10.
EXCEPT FOR PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 AND CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S MAXIMUM AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS ARISING OUT OF OR RELATED TO THE AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, WILL BE LIMITED TO 100 PERCENT OF THE RECURRING FEES PAID OR PAYABLE BY CUSTOMER FOR THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO A CLAIM.
FOR BREACH OF CONFIDENTIALITY, SECURITY OR PRIVACY OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING DATA PROCESSING ADDENDUM) AS WELL AS FOR CUSTOMER’S BREACH OF SECTION 6.2, EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS, WILL BE LIMITED TO 200 PERCENT OF THE RECURRING FEES PAID OR PAYABLE BY CUSTOMER FOR THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO A CLAIM.

II.C Section 10.2, Exclusion of Liability
The following wording of Section 10.2 shall apply:

10.2 Exclusion of Liability
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY OR IS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER’S PAYMENT OBLIGATIONS REMAIN UNAFFECTED.
SYNCRON’S LIABILITY FOR THE LOSS OR CORRUPTION OF DATA WILL BE RESTRICTED TO THE TYPICAL RESTORATION EXPENSES THAT WOULD HAVE OCCURRED IN CASE OF REGULAR AND APPROPRIATE IMPLEMENTATION OF SAFETY COPIES. CUSTOMER ALONE WILL BE RESPONSIBLE FOR KEEPING SAFETY COPIES OF CUSTOMER DATA.
EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF SUBSCRIPTION SERVICES AND DOCUMENTATION BY CUSTOMER AND FOR CONCLUSIONS DRAWN FROM SUCH USE. SYNCRON SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED TO SYNCRON BY CUSTOMER IN CONNECTION WITH SUBSCRIPTION SERVICES, OR ANY ACTIONS TAKEN BY SYNCRON AT CUSTOMER’S DIRECTION.
NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR DAMAGES ARISING OUT OF ITS FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

II.D Section 12.12, Governing Law
The following wording of Section 12.12 shall apply:

12.12 Governing Law
Agreement is governed by and construed in accordance with the substantive laws of England.

II.E Section 12.13, Disputes
The following wording of Section 12.13 shall apply:

12.13 Disputes
The parties will use reasonable efforts to settle amicably any disputes which may arise out of or in connection with Agreement. If the parties fail to reach a settlement, such dispute will be referred to finally resolved by arbitration in accordance with the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause.
The arbitration proceedings will be held in London. The language of the arbitration proceedings will be English. Either party may enforce the award of the arbitral tribunal before any competent court.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

On behalf of CUSTOMER
Customer’s acceptance of these applicable Special Terms shall constitute its agreement to enter into and be bound by their terms.

On behalf of SYNCRON
Syncron’s acceptance of these applicable Special Terms shall constitute its agreement to enter into and be bound by their terms.

Master Subscription Agreement PDF