(i) Cloud Services.  Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of the Agreement, including but not limited to payment of any Fees set forth on the applicable Order Form, Supplier hereby grants to Customer a limited, non-exclusive, non-transferable (except in compliance with Section 12) right to access and use the Cloud Services set forth in the applicable Order Form, during the Term, solely for use by Authorized Users in the Territory, in a manner that does not exceed the Usage Metrics stated in an Order Form, for use in connection with its internal business purposes.  All rights not expressly granted to Customer hereunder are reserved by Supplier. Customer acknowledges that internal controls in the Cloud Services do not necessarily restrict usage and deployment of the Cloud Services to comply with the Usage Metrics set forth in an Order Form.  Customer is responsible for its Authorized Users’ compliance with the Agreement and shall be liable to Supplier for the actions of its Authorized Users.

(ii) Software.  Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of the Agreement, including but not limited to payment of any Fees set forth on the applicable Order Form, Supplier hereby grants to Customer, for use in connection with its internal business purposes, a limited, non-exclusive, non-transferable (except in compliance with Section 12) license to use  the compiled or object-code version (not source code) of the Software set forth in the applicable Order Form, during the Term, solely for use by Authorized Users in the Territory and in a manner that does not exceed the Usage Metrics stated in an Order Form.  All other duplication and reproduction of the Software is expressly prohibited without Supplier’s prior written authorization. All rights not expressly granted to Customer hereunder are reserved by Supplier. Customer acknowledges that the Software may require activation by way of an activation key on initial installation and from time to time based on certain events, including, without limitation, Updates on which the Software is installed. Customer acknowledges that the activation keys and internal controls in the Software do not necessarily restrict usage and deployment of the Software to comply with the Usage Metrics set forth in an Order Form.  For any Software that is installed on Customer’s infrastructure, including any cloud infrastructure that is managed or controlled by Customer, Customer is responsible for securing access to the Software and Customer’s infrastructure.  Any guidance provided by Supplier Personnel with respect to the security of the Software or Customer’ infrastructure is for informational purposes only, unless any such guidance is explicitly defined in the scope of an SOW.

(iii) Product Specific Terms.  To the extent an Order Form or these GTCs incorporate any appendices, addenda, or other supplementary terms which set out terms and conditions that apply only to specific Products (“Product Specific Terms” or “PSTs”), any such PSTs shall apply only to the extent that a Product that is listed in the PSTs is purchased by Customer.

(iv) Third-Party Authorized Users.

(I) Some Products may allow one principal Customer (the “Payee”) to purchase multiple accounts for “Team Member Users” that are part of their broader organization (“Team Products”).

(II) Unless otherwise specified herein, the Payee will maintain ownership of all prospects and Customer Data in their account, including any agent data, website name or other information. Those Team Member Users who are not employees of Customer shall be considered a Service Provider as defined in Section 2(a)(ii)(B) above. Payee will promptly notify Customer of the identity of each Team Member User on Payee’s account. A Team Member User may purchase additional Products directly from Customer, in which case that Team Member User must execute its own separate agreement with Customer.  Only those additional Products that a Team Member User purchases directly from Customer will be governed by that separate agreement.  Otherwise, a Team Member User’s use of Products purchased by Customer shall continue to be governed by this Agreement.  Customers who execute these GTCs as a Payee and Customers who execute separate GTCs as a Team Member User each acknowledge that they share an instance of the Team Products, through which they will have access to each other’s Customer Data.  Payee and Team Member Users each agree that Customer cannot be held liable for any acts or omissions of each other that may result from each other’s access to the shared instance of the Team Products.

(III) As part of the written agreement requirement set forth in Section 2(a)(ii)(B)(i) above, Payee must have Team Member Users acknowledge and agree that Payee has the right to use Team Member User performance data that is accessible by Payee through the Team Products and that the Payee may terminate his/her access to the Team Product at any time.

(b) Restrictions. Customer shall not, and shall not permit any other person to, access or use the Software or Cloud Services except as expressly permitted by the Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as the Agreement expressly permits: (i) subject to any non-waivable rights Customer may enjoy under applicable law, decompile, disassemble, reverse engineer, or otherwise attempt to derive the Software’s or Cloud Services’ source code; (ii) modify, enhance, change the data structures for or create derivative works from, the Software or Cloud Services, (iii) rent, lease, sell, sublicense or otherwise transfer the Software or Cloud Services to third parties; (iv) make the Software or Cloud Services available in any form to any person other than Authorized Users who require such access; (v) input, upload, transmit, or otherwise provide to or through the Software or Cloud Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any virus, worm, malware, ransomware, or other malicious computer code (“Harmful Code”); (vi) access or use the Software or Cloud Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Rights or other right of any third party, or that violates any applicable law; (vii) access or use the Software or Cloud Services for purposes of competitive analysis of the Software or Cloud Services or to develop competing products; (viii) access or use the Software or Cloud Services to distribute (or facilitate the distribution of) Customer Data that contains, or links to, material that could be considered unlawful, harmful, threatening, defamatory, obscene, harassing, or is otherwise objectionable to Supplier; (ix) access or use the Software or Cloud Services to facilitate spam, excessive or unlawfully sourced data transfers, or engage in activity that results in spam warnings from industry spam monitors, (x) remove any product identification, copyright or other notices from the Products; (xi) use the Products for timesharing, service bureau or hosting purposes or otherwise use, resell, sublicense, distribute or transfer or allow others to use the Products to or for the benefit of third parties (except as expressly permitted hereunder); (xii) use the output or other information generated by the Products for any purpose other than as contemplated by this Agreement; (xiii) attempt to circumvent or otherwise interfere with the intended operation of the Products; or (xiv) attempt to compromise the security on the Supplier servers by any means including, but not limited to: (A) attempting to gain access to restricted information on the Supplier servers; (B) attempting to disable, cripple or modify Supplier servers or any service running on a Supplier server; or (C) attempting to access information in other customer accounts. Supplier reserves the right to prosecute any person or entity attempting to compromise the security of the Supplier servers to the fullest extent allowed by applicable law. In the event that Customer becomes aware of any access or use of the Products in a manner that is not permitted by the Agreement, Customer shall notify Supplier and make best efforts to stop or mitigate the non-permitted use.

(c) Software Updates.  Supplier may provide Updates to the Software and Documentation. Customer agrees to install all Updates to the Software made available by Supplier within ninety (90) days following such availability. If Customer fails to install any such Update, Supplier reserves the right to suspend all implementation, training, and Support Services until Customer installs such Update.  Support Services for Software that has not been updated within ninety (90) days following the availability of such Update may be subject to additional Support Services Fees.  Supplier is not liable to Customer for any damages that result from, or could have been avoided but for, Customer’s failure to install Updates.   Updates are provided at no additional cost to only those Customers that are current on their Support Services Fees.  Supplier may offer to Customer for license, either under or separately from the Agreement, programs which provide new functionality or materially expand the function of the Software (“New Products”).  New Products are not Updates and may be subject to additional Fees.  Supplier shall, in its sole discretion, resolve any ambiguity with regard to whether any given program is an Update or a New Product. 

(d) New Products. Supplier may offer to Customer for license, either under or separately from this Agreement, upgrades or programs which provide new functionality or materially expand the function of the Products.

(e) Changes.  Supplier reserves the right, in its sole discretion, to make any changes to the Software or Cloud Services it deems necessary or useful to: (i) maintain or enhance: (A) the quality or delivery of Supplier’s services to its customers; (B) the competitive strength of or market for Supplier’s Products; or (C) the cost efficiency or performance of the Software or Cloud Services; or (ii) to comply with applicable law.

(f) Evaluation Licenses.  During the Term, Supplier may provide Software or Cloud Services to Customer on a free trial or evaluation basis (an “Evaluation License”), as indicated either in (i) an Order Form, or (ii) some other communication to Customer which incorporates these GTCs by reference, in which case the Customer’s use of the Evaluation License shall be deemed acceptance of these GTCs.  Evaluation Licenses are subject to the terms and conditions of the Agreement, except, notwithstanding any other provision in the Agreement, ALL EVALUATION LICENSES ARE PROVIDED BY SUPPLIER AS IS WITHOUT ANY INDEMNIFICATION, SUPPORT, OR WARRANTY OF ANY KIND, AND WITHOUT ANY LIABILITY TO CUSTOMER WHATSOEVER OR ANY LIMITATIONS ON CUSTOMER’S LIABILITY TO SUPPLIER.  At the end of the Evaluation License Term, the Evaluation License will convert to a prospective twelve (12) month Initial Term for the Software or Cloud Services, subject to the same Usage Metrics allotted during the Evaluation License and at Supplier’s then-current list Fees for the Software or Cloud Services, which shall be invoiced immediately, unless, prior to the end of the Evaluation Term, Customer either enters into a different arrangement with Supplier, as memorialized in an Order Form, or notifies Supplier of its intent to opt out of any such Evaluation License conversion.

(a) Support Services.

(b) Professional Services.

(a) Fees.  Customer will pay all fees for Products as set out in an Order Form or SOW (the “Fees”) in accordance with the Agreement and any additional terms set out in, and in the currency specified in, an Order Form or SOW.  Except as otherwise expressly permitted by the Agreement, payment obligations are non-cancellable and Fees paid are non-refundable.  Fees are subject to annual increase beginning on the first anniversary of the Effective Date.  Fees may also be subject to increase if (i) there is an increase in license fees for Embedded Third-Party Content (as hereinafter defined), (ii) Customer requests an increase in Usage Metrics, Product upgrades, or new Products, or (iii) Customer otherwise agrees to Fee fluctuations in an Order Form.  Quantities purchased cannot be decreased during any given Initial Term or Renewal Term. 

(b) Credit Card Payments. In the event Supplier permits Customer to pay by credit card in its sole discretion, Customer hereby authorizes Supplier to debit Customer credit card for any and all Fees owed by Customer under this Agreement, including any credit card fees as permitted by law, and Customer will keep such credit card as Customer registers with Supplier for this purpose in effect and in good standing and with available open credit sufficient to cover any such amounts arising under this Agreement. If for any reason the credit card that Supplier has on file for Customer becomes, in Supplier’s understanding or judgment, cancelled, invalid, insufficient, non-authorized, frozen, unavailable, unreliable or for any reason unusable or ineffective for prompt payment to Supplier, Customer will immediately provide Supplier with a replacement credit card and related information; all authorizations under this Agreement (including, without limitation, any given at the time of an Order Form, any renewal or any such replacement) will apply to any such replacement credit card(s). In addition, if Supplier requests that Customer products a back-up credit card, then Customer will immediately provide Supplier with a back-up credit card and related information; all authorizations under this Agreement (including, without limitation, any given at the time of Order Form or any renewal or upon updating a credit card or providing a back-up credit card) will apply to any such back-up credit card(s) and Supplier may debit the primary or any back-up credit card in its discretion, to the extent necessary to satisfy such amounts as are then due from Customer under this Agreement. Customer authorizes Supplier, its Affiliates, and Personnel to have access to, use, store and communicate Customer credit card information, contact information and all other data identifying or pertaining to Customer but only insofar as is reasonably related to the performance, enforcement or administration of this Agreement or Customer account or provision or administration of any Product. Customer shall undertake any additional actions reasonably requested by Supplier to implement the foregoing automated fee payment process. Supplier reserves the right to invoice, bill or otherwise request or demand payment from Customer in any other lawful method, in which case Customer will make payment of such invoice, bill or other demand or request as soon as possible but in no event later than within ten (10) business days after Customer’s receipt of same. 

(c) Expenses. All travel and expenses necessitated by the provision of any Product by Supplier hereunder will be reimbursed by Customer to Supplier, provided that the necessity of such travel and expenses is generally agreed to by the Parties.  The Parties may, but are not required, to document any such agreement in the form of a travel or expense budget in an Order Form or SOW.

(d) Invoicing and Payment. Fees will be invoiced as set forth in the Order Form or SOW.  All invoices are due within thirty (30) days of receipt by Customer, with no right to set-off, and overdue accounts will be subject to interest at a rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and may also be subject to any collection costs actually incurred by Supplier, including reasonable attorneys’ fees, court costs, and collection agency fees.  If Supplier offers to accept payment by Credit Card, as indicated in an invoice, Order Form, or SOW, then Customer hereby authorizes Supplier to use a third party to process payments in accordance with the schedule and/or frequency set forth in an invoice, Order Form, or SOW, and consents to the disclosure of Customer payment information to such third party.

(e) Past Due Amounts; Administrative Fees. In the event that payment is over 90 days past due, the total value of the Agreement for the then-current Term will become due and payable immediately and may be turned over a collection agency if not paid in full immediately. Customer will be responsible for all reasonable expenses (including attorneys’ fees, court costs, and collection agency fees) incurred by Supplier in collecting such amounts and for the remainder of the amounts due. In the event of any attempted credit card charge back or dispute resolved in favor of Supplier, Supplier reserves the right to charge Customer twenty-five dollars ($25.00).  Customer is responsible for and shall immediately reimburse Supplier for (if Supplier has paid same) all chargebacks, penalties and other related charges, assessments and costs asserted by any credit card company, bank, payment processor or other organization involved in the payment process (“CC Assessments”) unless the sole cause of the CC Assessment was Supplier’s breach of this Agreement or violation of applicable law.

(f) Taxes.  Each Party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under the Agreement.  All Fees payable by Customer are exclusive of taxes or duties that Supplier is required to collect and pay on Customer’s behalf, including, without limitation, VAT, Service Tax, GST, HST, QST, excise taxes, sales and transactions, and gross receipts tax (“Indirect Taxes”), except where applicable law requires otherwise. Supplier may charge and Customer will pay applicable Indirect Taxes that Supplier is legally obligated or authorized to collect from Customer. Customer will provide such information to Supplier as reasonably required to determine whether Supplier is obligated to collect Indirect Taxes from Customer. Supplier will not collect, and Customer will not pay, any Indirect Tax for which Customer furnishes Supplier a properly completed exemption certificate or a direct payment permit certificate for which Supplier may claim an available exemption from such Indirect Tax, which must be provided to Supplier at least five (5) business days prior to the due date of the applicable Supplier invoice.  All payments made by Customer to Supplier under the Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, Customer will pay such additional amounts as are necessary so that the net amount received by Supplier is equal to the amount then due and payable under the Order Form or SOW. Supplier will provide Customer with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under the Agreement. If Supplier pays any costs or expenses incurred in relation to any import duties, customs, formalities, permissions or other requirements, then Customer shall promptly reimburse Supplier for all such amounts in full.

(g) Disputes.  Any invoice disputes must be initiated by Customer in good faith and in writing within thirty (30) days following the date of the applicable invoice, after which time the invoice shall be deemed to be accepted by Customer. If Customer initiates a dispute with regard to a particular invoice, any undisputed amounts charged on such invoice will continue to be due and payable. Supplier and Customer agree to use reasonable efforts to address and attempt to resolve any invoice dispute within thirty (30) days after Supplier’s receipt of Customer’s notice to Supplier regarding such dispute.

(i) Customer will be the owner of the copyrights with respect to text, images, domain names (when registered by Customer), and all other content that Customer authors and publishes using the Products or otherwise provides to Customer for use in advertising (“Customer Content”). Customer unconditionally represents and warrants that they are the owner, assignee or authorized user of any and all copyrights or trademarks with respect to the Customer Content. This includes, without limitation, text, images, photographs and graphic designs. Customer is not responsible for verifying Customer ownership of such rights. Customer does not review any of these materials before they appear on websites or in email or text.

(ii) Customer acknowledges and agree that they have retained a copy of all Customer Content, and hereby release Customer and any third parties involved in the creation or delivery of any advertisement, the display of any Customer Content, or the provision of any Product from any and all liability for loss of, or damage to, the copy(ies) of Customer Content or content that Customer inputs, stores, or transmits in connection with use of any Product. Customer understands that content or provision thereof is not confidential.

(iii) Customer warrants the Customer Content will not: (A) infringe on any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights; (B) violate any law or regulation, including without limitation those governing export control; (C) be defamatory or trade libelous; (D) be pornographic or obscene or contain any nudity or other sexual materials; (E) contain viruses, Trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; (F) contain material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable or offensive; (G) contain content promoting or encouraging a raffle, contest, game, or pyramid scheme requiring payment of a fee by participants; (H) contain hate propaganda or fraudulent material or activity; (I) contain any property owner information, including but not limited to name and phone number, and for sale by owner listing information; or (J) contain confidential information or trade secrets of Customer or of any third party.

(iv) Customer hereby grants a perpetual, worldwide, royalty-free, limited, non-exclusive right, authorization, and license for Customer to copy, store, reproduce, modify, edit, distribute, create derivative works of, and display the Customer Content.

(i) Compliance with Applicable Laws. Customer will comply with all applicable anti-spam and data privacy laws as necessary for it to meet its obligations under the Agreement. Upon request by Supplier, Customer will provide reasonable assistance to Supplier in order for Supplier to meet Supplier’s obligations under any such laws that are applicable to Supplier.  To the extent that any such assistance is necessary due to a breach of the Agreement by Customer, Customer shall bear the costs associated with any such assistance; otherwise, Supplier shall compensate Customer for any such assistance. 

(ii) Data Privacy and Security.  Customer shall be responsible for securing all rights, consents and permissions to collect, use, and disclose to Supplier, or allow Supplier to collect, use, retain, and disclose, any Customer Data that Customer provides to Supplier or authorizes Supplier to collect in conjunction with the Agreement.  As may be required by applicable law, Customer is responsible for disclosing to its Personnel, End Users, and other Authorized Users that Supplier may receive and process Customer Data pertaining to its Personnel, End Users, and other Authorized Users for the purposes permitted by the Agreement.

(iii) Customer shall be responsible for (A) the integrity of the Customer Data, (B) the selection and implementation of controls to restrict access and use of the Software and Cloud Services to only Authorized Users, and (C) implementing all commercially reasonable measures to secure and protect the Customer Data from unauthorized access and loss, to the extent that it is possible for Customer to do so based on a given Product’s available features, functionality, configuration settings, or implementations methods.  The responsibilities of Customer set forth in this Section 7(a) are not shared with Supplier unless, and only to the extent that, any such responsibilities are expressly borne by Supplier pursuant to the Agreement.

(iv) Customer is solely responsible for ensuring that each password for Customer’s website is utilized only by Customer or, if applicable, by Customer’s authorized employees and agents. Company shall have no liability for any loss, claim, damage or other liability that may arise from the unauthorized use of a password. If a password is lost or stolen or if you have reason to believe that your website is no longer secure for any reason, it is your responsibility to notify Company of such loss or theft so that the password can be deactivated and a new password assigned.

(i) Compliance with Applicable Laws.  Supplier will comply with all applicable anti-spam and privacy laws as necessary for it to meet its obligations under the Agreement. Upon request by Customer, Supplier will provide reasonable assistance to Customer in order for Customer to meet Customer’s obligations under any such laws that are applicable to Customer.  To the extent that any such assistance is necessary due to a breach of this Agreement by Supplier, Supplier shall bear the costs associated with any such assistance; otherwise, Customer shall compensate Supplier for any such assistance. 

(ii) Data Privacy and Security.  Supplier’s Privacy Policy with respect to any Product is at the location set forth in the applicable PSTs.  If no such location is specified, or such Product is not subject to PSTs, then the applicable Privacy Policy is located at www.constellation1.com/privacy-policy/. Supplier’s Privacy Policy describes the extent to which Supplier will collect, use, share, or otherwise process the Personal Information it will collect from Customer’s Personnel, End Users, and other Authorized Users, and further provides any opt-out mechanisms available to Customer’s Personnel, End Users, and other Authorized Users.  Customer hereby acknowledges that it has read Supplier’s Privacy Policy and gives its consent for Supplier to collect, use, share, or otherwise process the Personal Information of Customer’s Personnel, End Users, and other Authorized Users in accordance with Supplier’s Privacy Policy.  Additional data privacy and security terms are as set forth in the applicable PSTs, or if no such additional terms are referenced, at /dpa/, such as those contained in a Data Processing Agreement or a Business Associate Agreement (the “Privacy Agreements”).  The Privacy Agreements shall apply to the extent that Supplier processes any data that is governed by the requisite Privacy Agreements, as determined in accordance with the terms of the Privacy Agreements. Supplier’s Privacy Policy and the Privacy Agreements may be updated by Supplier at any time as necessary to comply with changes to applicable law.  The Privacy Agreements can be further amended pursuant to the amendment process set forth in Section 15(g) of these GTCs.

(i) By virtue of the Agreement, the parties may have access to the other Party’s “Confidential Information”, which shall mean any information disclosed under the Agreement that (A) if tangible, is clearly marked as “Confidential” or with a similar designation; (B) if intangible, is identified as “Confidential” by discloser at the time of disclosure and confirmed in writing to recipient as being confidential; or (C) from the relevant circumstances should reasonably be known by recipient to be confidential (e.g. pricing, non-public Personal Information, Products, etc.). Confidential Information does not include any portion of the information that recipient can prove (V) was rightfully known to recipient before receipt from discloser; (W) was generally known to the public on the date the Agreement takes effect; (X) becomes generally known to the public after the Agreement takes effect, through no fault of recipient; (Y) was received by recipient from a third party without breach of any obligation owed to discloser; or (Z) was independently developed by recipient without breach of the Agreement.

(ii) The Parties will hold each other’s Confidential Information in confidence and will treat it with the same degree of care with which it would treat its own Confidential Information of a like nature, and in no case less than a reasonable degree of care. With respect to all Confidential Information other than Products and Documentation provided by Supplier and Personal Information provided by either Party, such obligation shall terminate three (3) years after termination of the Agreement. With respect to Products and Documentation provided by Supplier and Personal Information provided by either Party, such obligation is perpetual.

(iii) Except as otherwise expressly stated in the Agreement, Confidential Information may only be disclosed to the receiving Party’s and its Affiliates’ employees, subcontractors, consultants, agents, and other service providers who are required to access it to carry out the obligations or exercise the rights of the receiving Party and its Affiliates under the Agreement, provided that those to whom the receiving Party and its Affiliates disclose the Confidential Information are contractually obligated to protect such Confidential Information in a manner that is no less restrictive than the requirements set forth in the Agreement. Customer Confidential Information may also be disclosed to Supplier’s Affiliates or Customer’s Service Providers as necessary to facilitate work performed under an agreement that Customer may have directly with that Affiliate or Customer Service Provider, provided that any such Confidential Information shall be deemed Confidential Information, or the equivalent thereof, under that agreement.  Each Party shall be responsible for any acts or omissions of its or its Affiliates’ employees, subcontractors, consultants, agents, and other representatives which, if they were acts or omissions of that Party, would be deemed a breach of that Party’s obligations of this Section 7. Supplier may also disclose Customer’s Confidential Information to a Third-Party Content provider to the extent necessary to facilitate Customer’s relationship with that Third-Party Content provider.

(iv) It shall not be a breach of this Section 7(c) if Confidential Information is disclosed pursuant to subpoena or other compulsory judicial or administrative process, provided that the Party served with such process promptly notifies, to the extent legally permissible, the other Party and provides reasonable assistance so that the other Party may seek, at its own cost and expense, a protective order against disclosure.

(v) The parties recognize and agree that monetary damages are an inadequate remedy for breach of the obligations set forth in this Section 7(c) and further recognize that any breach would result in irreparable harm to the non-breaching Party. In the event of such a breach or threatened breach, the non-breaching Party may seek injunctive relief from a court of competent jurisdiction to pursue those remedies available to it.

(i) Software and Cloud Services.  Supplier warrants that the Software and Cloud Services will perform in material conformance with the current Documentation for each respective Software and Cloud Services Product for a period of ninety (90) days after the Software or Cloud Services in question are made available to Customer for use in a production environment.  As Customer’s sole remedy for any breach of this warranty, if Customer provides notice to Supplier of any reproducible material incidence of non-conformance within thirty (30) days from the date of discovery of any such non-conformance, or the date the Customer reasonably should have discovered any such non-conformance, Supplier will use commercially reasonable efforts to correct such non-conformance, provided such non-conformance is not caused by: (A) negligence, gross negligence, or intentional misconduct on the part of Customer or any of its Authorized Users, (B) Customer’s failure to use of the Software or Cloud Services in accordance with the terms of the Agreement, (C) Third Party Content or any other product or service not provided by Supplier, its Affiliates, or its Personnel, or (D) Harmful Code, to the extent that such Harmful Code was not introduced as a result of Supplier’s negligence, gross negligence, or intentional misconduct.  For the sake of clarity, upon conclusion of the warranty period, Supplier will continue to provide Support Services to Customer in accordance with Section 3(a) of these GTCs.

(ii) Services.  Supplier warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards for the Services.  As Customer’s sole remedy for any breach of this warranty, if Customer provides notice to Supplier of any documented incidence of non-conformance within thirty (30) days of discovering any such non-conformance, or the date the Customer reasonably should have discovered any such non-conformance, Supplier will use commercially reasonable efforts to correct such non-conformance, provided such non-conformance is not caused by: (A) Customer’s failure to adhere to its obligations under the Agreement, including but not limited to any assumptions set forth in an SOW, or (B) Third-Party Content or any other product or service not provided by Supplier, its Affiliates, or its Personnel.

(iii) Service Level Agreements.  Service Level Agreements, to the extent that there are any, are those terms which are clearly identified as such in an SOW, Order Form, or the PSTs for a particular Product (“SLA”).  Supplier’s failure to meet a particular SLA shall not be a breach of warranty under Section 9(b)(i) and (ii), unless and only to the extent that the SLAs expressly state otherwise.  Customer’s sole and exclusive remedy for Supplier’s failure to meet a particular SLA will be as set forth in the SLAs.

(i) Initial Term. The initial term of an Order Form or SOW will commence on the effective date set forth in the Order Form or SOW and will continue thereafter for the period as set out in the Order Form or SOW (“Initial Term”), unless terminated earlier by Supplier or Customer in accordance with the terms of the Agreement.  If no effective date is specified in an Order Form or SOW, the effective date of such Order Form or SOW shall be the date of final signature. 

(ii) Renewal Term.  Unless otherwise specified in an Order Form or the applicable PSTs, an Order Form or SOW will automatically renew at the then-current Usage Metrics for additional recurring periods equal to the lesser of (i) the length of the Initial Term, or (ii) one (1) year (each being a “Renewal Term” and, collectively, with the Initial Term, the “Term”), unless either Party provides the other Party with ninety (90) days written notice prior to the conclusion of an Initial Term or any Renewal Term, as applicable, that is one (1) year or greater, or with thirty (30) days written notice prior to the conclusion of an Initial Term or any Renewal Term, as applicable, that is less than one (1) year. All terms and conditions of the Agreement shall remain in effect during any Renewal Term, except as otherwise stated in the Agreement or expressly agreed to by the Parties in writing.

(iii) Term of GTCs.The term of these GTCs shall begin on the Effective Date and shall continue for the Term of any then-current Order Form or SOW that incorporates these GTCs by reference, or any post-Evaluation License Term.  If an Order Form or an SOW has not yet been or is never executed, or Customer never enters into an Evaluation License, then the term of these GTCs will be twelve (12) months.

(i) Failure to Pay Fees.  Upon fifteen (15) days prior written notice to Customer, including, without limitation, any notice of late or past due payment, Supplier may suspend (A) Customer’s right to use of any Software or Cloud Services, including any Updates thereto, and/or (B) the provision of any Services, for as long as any undisputed Fees are delinquent and remain unpaid.  An invoice which indicates a past due amount satisfies the notice requirements of this Section 11(b)(i).

(ii) Misuse.  Upon fifteen (15) days prior written notice to Customer, Supplier may suspend Customer’s right to use any Product which is not being used in conformance with the terms of the Agreement for as long as any such nonconformity remains uncured.  Notwithstanding the foregoing, if any such nonconformity is, in Supplier’s sole discretion, likely to cause harm or risk of harm to Supplier, its Affiliates, its Personnel, or the Products, Supplier may suspend Customer’s right to use the Product immediately without notice to Customer.

(iii) Additional Terms.  In the event of any suspension under this Section 11(b), (A) Supplier shall not be precluded from exercising any additional remedies that might be available to it under the terms of the Agreement or otherwise, (B) the Term will not be extended and no Fees will be refunded to account for any period of suspension, (C) Supplier reserves the right to charge a Fee to reinstate Customer’s access to the Products, and (D) Customer forfeits all right to use the Products and any Supplier Materials, including without limitation Supplier’s Confidential Information, during the period of suspension, except to the extent that Supplier gives Customer its prior written consent to use any of the foregoing to cure the default that led to the suspension.  Any written notice provided under this Section 11(b) shall also satisfy the written notice requirements of Section 11(c) below.  Any choice by Supplier to forego suspension under this Section 11(b) shall not be construed as a waiver of any rights under the Agreement or otherwise.

(a) AI Assistant Usage Terms. The Products may include access to AI-powered assistant functionality (“AI Assistant”) to support business functions such as data analysis, reporting, drafting and task automation. The AI Assistant provides automated suggestions and recommendations based on the data available and user input and such outputs are for informational purposes only.  Customer acknowledges that the AI Assistant generates responses based on algorithms and large language models, which may not always be accurate, complete, or appropriate for all situations. Customer remains solely responsible for reviewing and verifying the accuracy of any information or suggestions provided by the AI Assistant before implementation or reliance. The AI Assistant is not a substitute for professional advice, including legal, financial, or compliance guidance and is not designed to make autonomous decisions or replace professional human judgement. Customer agrees not to input sensitive personal data, protected health information, or confidential information into the AI Assistant unless expressly permitted and secured under applicable data protection laws. Supplier disclaims all liability arising from Customer’s reliance on or use of the AI Assistant output. The AI Assistant functionality may be modified, suspended, or discontinued at Supplier’s discretion.

(b) Export Compliance. The Products, and derivatives thereof, may be subject to export laws and regulations. Customer represents that it is not restricted or prohibited from doing business in the United States of America, Canada, United Kingdom, or European Union, or with any persons or entities therefrom. Customer shall not resell or permit access or use of the Products in any country which has been embargoed by the United States of America, Canada, United Kingdom, European Union, or United Nations, or in violation of any other applicable embargo, export law, or regulation.  In the event that Customer is in breach of this Section 15(a), whether such a breach arises from current or future restrictions, prohibitions, or embargos, Supplier shall have the right to suspend or terminate this Agreement immediately upon notice to Customer.

(c) Anti-Corruption. Customer represents to Supplier that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Supplier’s employees or agents in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Supplier.

(d) Subcontractors. Supplier reserves the right to make use of subcontractors to provide or develop any of the Products and to use such means as Supplier, in its sole discretion, considers appropriate. Supplier’s use of subcontractors shall not relieve Supplier of its obligations under the Agreement.

(e) Non-Solicitation.  During the Term of the Agreement and for a period of one (1) year following the termination of the Agreement, each Party hereto agrees not to solicit, recruit or employ any employee of the other Party without the prior written consent of an authorized representative of the other Party. For purposes of this section, the term “employee,” shall include any person with such status at any time during the six (6) months preceding any solicitation in question. For the avoidance of doubt, the foregoing restriction shall not apply to the following forms of solicitation (and resulting employment): (i) a Party using general bona fide solicitations directed at the public or industry participation in general publications or internet resources not specifically targeted at employees of the other Party, or employing any person who responds to such solicitations; (ii) using search firms, or hiring any persons solicited by such search firms, so long as such firms are not advised by a Party to solicit employees of the other Party; or (iii) soliciting any person who has left the employment of the other Party prior to the date of the Agreement.

(f) Notices.  All notices will be in writing, and will be deemed to be delivered upon (i) personal delivery; (ii) one business day after being delivered by reputable international shipping service with proof of delivery to the address of the applicable Party set forth on the most recent Order Form or SOW, or if no such address exists, the last known address available to the Party providing notice; or (iii) when delivered by electronic mail, read receipt required, to the applicable Party at the email address shown on the most recent Order Form or SOW, or if no such email address exists, the last known email address available to the Party providing notice, except for notices of material breach of the Agreement, termination, or an indemnifiable claim (“Legal Notices”) which cannot be delivered electronically.   Each Party may modify its recipient of notices by providing notice pursuant to this Section 15(e).

(g) Entire Agreement; Order of Precedence; Severability.  The Agreement constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement and supersedes all proposals, oral and written, and all previous negotiations and communications between the Parties and their representatives with respect to the subject matter of the Agreement. Each Party acknowledges that, in entering into the Agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a Party to the Agreement or not) other than as expressly set out in the Agreement. The Agreement will prevail over terms and conditions of any Customer-issued purchase order, which will have no force and effect, even if Supplier accepts or does not otherwise reject the purchase order.  In the event of conflict between these GTCs and an Order Form or SOW, the terms of the Order Form or SOW shall control, but only as to that Order Form or SOW.  In the event of a conflict between the Privacy Agreements and any other component of the Agreement, the Privacy Agreements shall control.  If any provision contained herein or part thereof is determined to be void or unenforceable in whole or in part by a court of competent jurisdiction, such invalid provision or part thereof shall be deemed not to affect or impair the validity or enforceability of any other provision or part thereof contained herein, all of which remaining provisions or parts thereof shall be and remain in full force and effect. 

(h) Amendment.  Customer acknowledges and agrees that Supplier may, in its sole discretion, modify these GTCs from time to time, and that any such modifications become effective thirty (30) days after the date that Supplier provides the updated GTCs to Customer, which may be done by providing Customer with a URL that hosts the updated GTCs along with a clear message that these GTCs have been updated.  Customer is responsible for reviewing and becoming familiar with the updated GTCs.  If, prior to the effective date of the updated GTCs, Customer notifies Supplier of its objection to a modification of the GTCs which would result in a material degradation of Customer’s rights or Supplier’s obligations to Customer under the GTCs, then Supplier shall either conduct good faith negotiations of only those modifications which would result in such a material degradation, or, upon thirty (30) days notice to Customer, terminate the Agreement.  Notwithstanding anything in the Agreement to the contrary, the termination right set forth in this Section shall be in addition to any other termination right Supplier may otherwise have under the Agreement.  If Supplier exercises its right to terminate pursuant to the terms of this Section, Customer shall be entitled to a Pro-Rata Refund of any Fees already paid by Customer for the affected Products, calculated from the effective date of any such termination. Customer’s failure to object prior to the effective date of the updated GTCs shall be deemed acceptance of the updated GTCs.  Except for Supplier’s right to update these GTCs pursuant to this Section, and except as otherwise agreed to in an SOW or Order From, the Agreement may only be modified by written amendment signed by the Parties.

(i) Non-Waiver.  Except as expressly stated in the Agreement, no term of the Agreement will be deemed waived, and no breach of a term excused, unless the waiver or excuse is provided in writing and signed by the Party issuing it.

(j) Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under the Agreement, except for Customer’s payment obligations, due to any cause beyond the Party’s reasonable control, which may include labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility (including Internet) outages or failures, earthquakes, storms or other acts of God, pandemic, embargoes, riots, acts or orders of government, acts of terrorism or cyber crime, or war (each a “Force Majeure Event”).  The affected Party shall be excused from performance and will not be liable or in breach of the Agreement, but only to the extent that and only for so long as the affected Party’s performance is actually prevented, hindered or delayed by the Force Majeure Event and provided that the affected Party uses commercially reasonable efforts to mitigate the effect of the Force Majeure Event and resume performance as soon as possible.

(k) Audit. Supplier may, no more frequently than annually, audit Customer’s use of the Products (e.g., through use of software tools or otherwise) to assess whether Customer’s use of the Products is in accordance with the terms of the Agreement. Customer agrees to cooperate with Supplier’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Customer’s normal business operations. Customer agrees to pay, within thirty (30) days of written notification to Customer, any fees applicable to Customer’s use of the Products in excess of the applicable Usage Metrics. Supplier shall bear all costs of the Audit, except for any of Customer’s costs incurred in cooperating with the audit.

(l) Independent Contractors. The relationship of the Parties established by the Agreement is that of independent contractors. The Agreement does not establish an agency, joint venture or partnership relationship between Supplier and Customer. Supplier and its Personnel, and other entities which represent Supplier, are acting as independent contractors and not as employees or agents of Customer. Nothing in the Agreement will be construed to permit either Party to bind the other or to enter into obligations on behalf of the other Party.