This Terms and conditions for use of Dispatcher Paragon Cloud governs the term and conditions for the use of Dispatcher Paragon Cloud provided by Provider to Customer, which constitutes a binding agreement between Provider and Customer. Customer accepts and agrees to be bound by these Terms and Conditions by issuing a valid purchase order that references these Terms and Conditions or by using the Dispatcher Paragon Cloud as of the date of the purchase order or the date of usage (the "Effective Date"). The purchase order may refer to certain supplemental terms and condition (“Supplemental Terms”) for use of Dispatcher Paragon Cloud, and in case of conflict between any provision of the Supplemental Terms and any provision of these Terms and Condition, the provisions of these Terms and Condition shall prevail.

1. DEFINED TERMS.

"Agreement": These Terms and Conditions as well as each Product Schedule and Service Term.

"Applicable Law": All existing and future laws, rules, regulations, statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by, any governmental authority, and applicable judgments, decrees, injunctions, writs, orders or like action of any court, administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction (including those pertaining to currency exchange controls, health, safety or the environment, antitrust, competition, anti-terrorism, anti-money-laundering, anti-bribery, sanctions and data protection/ privacy issues) to the extent that the foregoing are applicable to either or both of the parties hereto and/or their respective properties.

"Applicable Privacy Law": All Applicable Law in force from time to time relating to data protection and privacy or the protection of individuals with regards to the processing of Personal Data, including (but not limited to) (i) the EU GDPR, (ii) the UK GDPR, and (iii) the UK Data Protection Act 2018, (iv) California Consumer Privacy Act of 2018, and Act of Protection of Personal Information in Japan, in each case to which the relevant party is subject.

"Authorised Person": Has the meaning ascribed to it in Section 8(b) hereof.

"Customer": The Person issuing a valid purchase order to Provider for receiving the Solution, together with its successors and permitted assigns.

"Customer Indemnified Party(ies)": Customer and its respective successors and permitted assigns, and all officers, directors, shareholders, employees, agents and representatives of any of the foregoing.

"Data": The data contained within the Provider System that is uploaded by Customer or generated by activity undertaken by Customer on the Provider System, including but not limited to print and scan data and related activity logs. Other types of Data may be specified in a relevant Product Schedule.

"Data Processing Addendum": The Provider data processing addendum with respect to the processing of the Personal Data provided by Customer to Provider separately entered into by the parties on or around the date of this Agreement.

"EU GDPR": The European General Data Protection Regulation No. 2016/679 dated 27 April 2016.

"Information": Has the meaning ascribed to it in Section 8(a) hereof.

"Intellectual Property": Any proprietary patent, copyright, trade secret, trademark, service mark, logo, domain name, moral rights or other enforceable intellectual property rights (including rights in proprietary data bases and privacy rights), each as recognized under Applicable Law.

"Person": Any natural person, sole proprietorship, corporation, joint stock company, business trust, firm, joint venture, partnership, unincorporated organisation, association, enterprise, limited liability company, limited liability partnership, public benefit corporation, trust or other legal entity or organisation, or any government (whether federal, state, provincial, county, city, municipal or otherwise, including any instrumentality, division, agency, body, political subdivision or department thereof).

"Personal Data": Has the meaning ascribed to it in Section 8(d) hereof.

"Product(s)": Provider Software and, where applicable, the complementary hardware, as described in the relevant Product Schedule(s).

"Provider": the company of Konica Minolta Group or its designated distributor who receives a valid purchase order for the Solution from Customer, together with its successors and permitted assigns.

"Provider Indemnified Party(ies)": Provider and its respective successors and permitted assigns, and all officers, directors, shareholders, employees, agents and representatives of any of the foregoing.

"Provider Software": Collectively, the proprietary software of Provider and the software of other Persons used by Provider in connection with the provision of the Solution.

"Provider System": The Provider Software, combined with the services that Provider offers to Customer, which enable Customer to use the Solution, as described in the relevant Product Schedule.

"Privacy Policy": The policy of Provider regarding the processing of Personal Data separately agreed between the Customer and the Provider.

"Product Schedule": Each product schedule attached to this Agreement from time to time governing the services to be provided by Provider to Customer, as executed by Customer and Provider either contemporaneously herewith or at a later time, as well as any exhibit(s) or schedule(s) thereto.

"Services": Those services described on the relevant Product Schedule(s).

"Solution(s)": Product(s), and related hosting, support and professional services, as described in the relevant Product Schedule(s).

"Term": Has the meaning ascribed to it in Section 9(a) hereof.

"UK GDPR": EU GPR in such form as incorporated into the law of England and Wales, Scotland and Northern Ireland by virtue of the European Union (Withdrawal) Act 2018 and any regulations thereunder.

2. PROVIDER IMPLEMENTATION AND OPERATION.

(a) Solution Use Rights. During the Term, Provider agrees to provide the Solution to Customer subject to the terms and conditions set forth in this Agreement and the relevant Product Schedule(s). Provider reserves the right to modify or amend the Solution from time to time; provided that such modifications or amendments do not materially adversely affect the Solution or the obligations of either party under this Agreement. Provider hereby grants to Customer the right to access and use the Provider System as described in the relevant Product Schedule from time to time, as applicable.

(b) License Grant. Subject to any applicable agreements covering specific Data, Customer grants to Provider a royalty free, worldwide, non-exclusive license, to use, reproduce, display and modify (including modifications to formatting that are required for proper display within the Provider System) the Data provided by Customer by using the Solution (i) during the Term, for the purposes of providing the Solution to Customer as contemplated by this Agreement, and (ii) as set forth in Section 2(c) hereof. Customer shall notify Provider in writing within five (5) business days of its knowledge of, and will promptly and thoroughly respond to any notices, claims or proceedings that the Data supplied by Customer contravenes or violates the Digital Millennium Copyright Act, 17 U.S.C. § 101 et seq., or any other Applicable Law, as each of such may be amended from time to time. Subject to the license granted above, title and all Intellectual Property rights to Data shall remain with the Customer providing such Data.

(c) Data and Reports. Notwithstanding the foregoing, Provider shall have the unrestricted right to use any Data provided by anyone to the Provider System (i) for the purposes of providing the Solution set forth in its agreements with Customer, including the sharing of such Data among Customer, and pursuant to any relevant Product Schedules with Customer including new Services, (ii) for operational, administrative, internal reporting and billing purposes related to this Agreement, and (iii) alone or combined with other data, to create and disseminate trend analyses, statistical reports and similar information to facilitate or enhance the operation of the Provider System and providing the Solution or otherwise, provided that such reports shall not disclose individual respective Customer without the prior written consent of the respective Person supplying such Data.

(d) No Monitoring. Provider shall have no obligation to monitor or exert editorial control over any Data or any use of the Solution. If Provider becomes aware that any Data or use of the Solution is or is likely to (i) violate any Applicable Law, (ii) infringe on the Intellectual Property rights of any other Person, and/or (iii) contain obscene, offensive, or unlawful materials, or any combination of the above, Provider shall have the right, but not the obligation, to (a) remove the violative Data and/or (b) suspend or terminate the relevant Person’s right to use the Provider System.

(e) Compliance with Laws. Customer shall comply with all Applicable Law applicable to the conduct of its obligations under this Agreement.

3. OWNERSHIP.

Provider or its respective licensor retains all right, title, and interest in and to the Solution, including all Intellectual Property associated therewith, and all derivative works thereof, and in all media, but specifically excluding Data that at all times shall remain the property of the contributing Person. Other than a royalty-free right to use the Solution and any relevant Provider product or Service subject to an executed Product Schedule during the Term, nothing contained herein shall be construed as the grant of a license or other right by Provider to Customer. Customer agrees that it will not, and will not permit employee of Customer, or other Person to: (a) modify, adapt, alter or translate the Provider System or any Provider product or Service, except as expressly allowed herein; (b) sublicense, lease, rent, loan, distribute, or otherwise transfer the Solution or its part, or any Provider product or Service, including, software, associated user interfaces, and any related technology or services that Provider makes available via the Solution or its part, and all updates and upgrades thereto, if any, to any other Person; or (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organisation) of Solution or its part, or any other Provider product or Service. The copyright and all other Intellectual Property Rights in the Solution, and all Provider products and Services are the sole and exclusive property of Provider or its suppliers. All rights not expressly granted to Customer are reserved to Provider.

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5. WARRANTIES, REMEDIES AND COVENANTS.

(a) Customer Representations, Warranties and Covenants. Customer represents, warrants and covenants to Provider, at the Effective Date and as of the effective date of any Product Schedule, that:

(i) Customer is duly organised and validly existing under the laws of the jurisdiction of its organisation;

(ii) Customer, as the case may be, own or have sufficient rights in and to the Data supplied by Customer to grant the rights set forth in this Agreement and to permit Provider to exercise its rights and to perform all of its obligations under this Agreement and any applicable Product Schedule;

(iii) With respect to the Data supplied by Customer, neither Provider's receipt, use or display (over the Internet or otherwise), nor Provider's use or delivery of such Data supplied by Customer, as contemplated by this Agreement and any applicable Product Schedule, will, to the best of Customer's knowledge, violate the Intellectual Property rights of any third Person or any Applicable Law;

(iv) Customer has the requisite power and authority to execute, deliver and perform this Agreement, and the execution by a duly authorised officer, delivery, and performance of this Agreement by Customer has been duly authorised by all necessary corporate action required by Customer, and constitutes a valid and binding obligation of Customer, enforceable against Customer in accordance with its terms, subject as to enforceability to applicable insolvency, reorganisation, insolvency, moratorium or other Applicable Law affecting creditors’ rights generally;

(v) The execution, delivery and performance by Customer of the Agreement, does not violate any provision of Customer's organisational documents or, to the best of Customer's knowledge, any Applicable Law;

(vi) Each Person that purports to make an entry in the Provider System on behalf of Customer has been duly authorised by Customer to do so and each entry by Customer in the Provider System purporting to be by Customer is duly authorised by and is binding on Customer, save where such entry is a result of an unauthorized unlawful access by a Person of the Provider System which could not have been reasonably expected or prevented by Customer.

(b) Provider Representations, Warranties and Covenants. Provider represents, warrants and covenants to Customer, at the Effective Date and as of the effective date of any Product Schedule, that:

(i) Customer's use of the Provider System will not violate the Intellectual Property rights of any Person not a party hereto;

(ii) Provider will provide the Solution in a timely, professional and workmanlike manner, and in compliance with all Applicable Law and industry standards;

(iii) Provider shall maintain industry standard security measures and procedures for the Provider System;

(iv) The Provider System will conform to, and function in accordance with, the specifications set forth in this Agreement, including any exhibits or schedules attached hereto;

(v) The execution, delivery and performance of this Agreement by Provider has been duly authorised by all necessary corporate or other action required by Provider and this Agreement (A) has been duly executed and delivered on behalf of Provider by a duly authorised officer, (B) constitutes the valid and binding obligation of Provider, and (C) is enforceable against Provider in accordance with its terms, subject as to enforceability to applicable insolvency, reorganisation, insolvency, moratorium or other Applicable Law affecting creditors' rights generally;

(vi) Provider is duly organised and validly existing and is in good standing under the laws of Delaware; and

(vii) The execution, delivery and performance by Provider of this Agreement does not violate (A) any provision of Provider’s organisational documents or (B) any material agreement or any court order to which it is a party or by which it is bound.

Customer's sole remedy for breach of the representation and warranty set forth in Section 5(b)(i) above, and Provider's sole obligation with respect to any such breach, is set forth in Section 6(a) hereof.

(c) Disclaimer. Except as expressly set forth in Section 5(b) hereof and in any Product Schedule, no warranties or conditions, whether express, implied or statutory, including the implied warranties of satisfactory quality and fitness for a particular purpose and the ability to achieve any particular result, are made by Provider with respect to the Solution provided by Provider, and such Solution is provided on an "AS-IS, WHERE-IS and AS AVAILABLE" basis. Provider expressly disclaims liability and specifically denies any responsibility for the completeness, accuracy or quality of any information or data obtained through the Provider System or Solution. Subject to Section 5(b)(iii) above, the use of Data or information obtained via the Solution is at Customer's own risk.

6. INDEMNITY

(a) Indemnity by Provider. Provider shall indemnify and defend each Customer Indemnified Party and hold each of them harmless from and against any claims, liabilities, damages and costs and expenses (including reasonable attorneys' fees) awarded against or incurred by any Customer Indemnified Party arising out of the intentional tortious acts, fraud or gross negligence of Provider, or a claim that use by Customer of the Provider System in accordance with this Agreement infringes the Intellectual Property rights of any Person not a party hereto. Customer shall promptly notify Provider of the assertion of such claim, and Provider shall have full control of its defence or settlement with the reasonable cooperation of the Customer Indemnified Parties. Notwithstanding the foregoing, Provider shall have no obligation to any Customer Indemnified Party under this Section 6 if an infringement claim results from (i) information supplied by any Person other than Provider, or (ii) misuse of the Solution by Customer. In the event of a claim that use by Customer of the Solution in accordance with this Agreement infringes the Intellectual Property rights of any Person not a party hereto, Provider may, at its option, (1) obtain a license to use such Intellectual Property or other rights as may be necessary to allow Customer to continue use of the Solution in accordance with this Agreement and the Product Schedules, (2) modify the Solution so as not to infringe such Intellectual Property rights, or (3) terminate this Agreement upon ten (10) days' prior written notice to Customer.

(b) Indemnity by Customer. Customer shall indemnify and defend the Provider Indemnified Parties, together with their respective successors and permitted assigns, and all officers, directors, shareholders, employees, agents and representatives of any such Person, and hold each of them harmless from and against any claims, liabilities, damages, costs and expenses (including reasonable attorney's fees) awarded against or incurred by any of the foregoing arising out of:

(i) Any breach by Customer of any of its representations, warranties or covenants under Section 5(a) of this Agreement or any Product Schedule which results in a material loss for any of the aforesaid;

(ii) The intentional tortious acts, fraud or gross negligence of Customer in connection with the performance by Customer, or otherwise related to, this Agreement or any Product Schedule; or

(iii) A claim that the Data provided by Customer infringes the Intellectual Property rights of a Person not a party hereto. With respect to matters for which indemnification is claimed under this Section 6(b)(iii), one or more Provider Indemnified Parties shall promptly notify Customer of the assertion of such claim, and Customer shall have full control of its defence or settlement with the reasonable cooperation of the Provider Indemnified Parties; provided, that Provider and any other affected Provider Indemnified Party shall have the right to consent to any settlement other than any settlement which solely involves monetary damages that Customer has agreed to pay.

7. NO PUNITIVE OR CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY.

(a) Consequential Damages. Except for a breach of Section 8 or misuse by Customer of Provider's Intellectual Property, in no event shall either party be liable to the other party or to any other Person for any indirect loss, including loss of time, money or goodwill, incidental, special, exemplary, consequential or punitive damages of any kind under any legal theory or cause of action, in each case based on either party’s use, inability to use, operate or modify the Solution. For the avoidance of doubt, indirect loss includes loss of use, lost business, lost revenue, lost profits, lost data, and/or lost goodwill even if the party knew or should have known of such damage.

(b) Limitation of Liability. Provider’s total liability for proven direct damages resulting from any cause of action (or a related series of actions) arising out of this Agreement, the Product Schedules and/or the Solution shall be limited to (i) in the case of a breach of any Applicable Privacy Law, the amount of fees received by Provider arising from the affected Product Schedule(s) during the 12 (twelve) month period immediately preceding the date on which the cause(s) of action accrued, or (ii) in any other case, the amount of fees received by Provider arising from the affected Product Schedule(s) during the three (3) month period immediately preceding the date on which the cause(s) of action accrued. Notwithstanding the foregoing, the limitations in this section 7(b) (nor those in similar sections of the Product Schedules) are not applicable to damages resulting from (i) a party’s intentional tortious acts, fraud or gross negligence, (ii) death or personal injury resulting from the negligence of a party, its employees, agents or sub-contractors, or (iii) Customer’s obligation to pay any amounts payable by Customer that are established under any Product Schedule. Each party acknowledges that the limitations of liability in this Section 7 reflect the allocation of risk set forth in this Agreement and that the other party would not enter into this Agreement without these limitations on its liability.

8. INFORMATION.

(a) Confidentiality. Each party acknowledges that (i) the Provider System incorporates confidential and proprietary information developed or acquired by Provider, including the Provider Software, and (ii) each party may receive or have access to other proprietary or confidential information disclosed by a disclosing party and reasonably understood by a receiving party to be of a confidential and proprietary nature, including the identifications and passwords for use of the Provider System (collectively, (i) and (ii), the "Information"). The receiving party shall use the disclosing party's Information solely to perform such receiving party's obligations and exercise its rights under or in relation to this Agreement, any applicable Product Schedule, or any associated agreements or documents. The receiving party shall take precautions necessary to safeguard the confidentiality of the disclosing party's Information, including (i) those taken by the receiving party to protect its own confidential information of a similar nature (but in no case shall the precautions taken be less than those reasonable in light of the nature of the Information disclosed) and (ii) those that the disclosing party may reasonably request from time to time. Upon demand by either party upon completion by a party of its obligations hereunder, the other party will destroy Information disclosed to it hereunder. Notwithstanding the foregoing, no provision of this Section 8 shall require the destruction by the receiving party of any files: (i) retained for audit or record retention purposes; or (ii) computer records or electronic files containing Information that have been created pursuant to automatic archiving and back up procedures, provided that such Information so retained is kept confidential and used solely in accordance with the provisions set out in this Section 8.

(b) Unauthorised Use or Disclosure. Each party may only disclose Information to its affiliates, and the directors, officers, and employees of such party and its affiliates (collectively, "Authorised Persons"): (i) who have a bona fide need to know for the purposes of this Agreement, (ii) who have executed a written agreement (or are otherwise bound by written agreement or equivalent professional ethical obligations) restricting use and disclosure of such Information to no less an extent as that required of the parties under this Agreement, and (iii) so long as the receiving party remains liable for any unauthorised use or disclosure of the disclosing party’s Information by any such Authorised Person. Except as set forth herein, the parties agree not to disclose to any third Person, any Information which may come into its possession or knowledge in connection with this Agreement or the performance thereof, including, information relating to the parties’ businesses. The parties acknowledge that any unauthorised use or disclosure of any Information by the receiving party may cause irreparable damage to the disclosing party or disclosing Person, the remedies at law for such a breach may be inadequate, and that the disclosing party or disclosing Person, as applicable, shall be entitled to seek injunctive and other equitable or legal relief to prevent or compensate for such unauthorised use or disclosure, in addition to any other remedies available. This Section 8 shall survive the expiration or termination of this Agreement for a period of two (2) years, except that the obligations of this Section 8 will remain in effect with respect to Information that qualifies as a trade secret for as long as such Information constitutes a trade secret under Applicable Law.

(c) Limitation. The receiving party shall have no obligation to safeguard the confidentiality of a disclosing party’s Information if (i) such Information is known through lawful means by the receiving party prior to receipt from the disclosing party as evidenced by the written records of the receiving party, (ii) such Information is lawfully obtained by the receiving party from a Person other than the disclosing party without restriction, (iii) such Information becomes available to the public through no act or omission of the receiving party, (iv) such Information is independently developed by the receiving party without access to, reference to, or knowledge of the Information as evidenced by the written records of the receiving party, (v) the receiving party is compelled to disclose such Information pursuant to legal process, provided the receiving party promptly notifies the disclosing party of the service of such legal process to the extent permitted by Applicable Law and cooperates with the disclosing party in seeking confidential treatment thereof, or (vi) such Information is requested or required to be disclosed by any state, federal or foreign authority or examiner regulating financial institutions or banking (but only for purposes of the disclosure to the applicable authority or examiner); provided, however, that after disclosure under 8(c)(v) or (vi) above, the Information at issue shall continue to be protected under the terms of Section 8 for all other purposes.

(d) Protection of Personal Data. Terms in this Section 8(d) which are otherwise undefined shall have the meaning assigned to them in the UK GDPR. In connection with operating the Provider System and providing the Solution, Provider will from time to time process data that identifies or reasonably can be used to identify a living individual provided by or received on behalf of Customer ("Personal Data"). Such processing is performed in order to fulfil Provider’s obligations under this Agreement and applicable transaction documents. Both Provider and Customer agree to comply with their obligations in application of the UK GDPR, and any and all related Applicable Privacy Law which for the purposes hereof applies to the relevant party. The parties acknowledge that with respect to the processing of Personal Data under this Agreement, Customer shall be a data controller for the purposes of its use of the Provider System, and Provider shall be (i) a data controller solely for the purposes of the processing of certain Personal Data of Customer’s employees as set forth in the Privacy Policy; and (ii) a data processor for all other purposes; and that in all aspects not expressly addressed herein the Data Processing Addendum shall govern Provider’s use of any Personal Data as a data processor under this Agreement, and each party agrees to adhere to their respective obligations under the Data Processing Addendum. Customer shall provide Provider no more Personal Data than is necessary to operate the Provider System and provide the Solution. Customer shall obtain any necessary consents of any individuals accessing the Provider System through Customer or whose Personal Data is provided to Provider by or received by Provider on behalf of Customer for the purposes specified in this Section 8(d). Customer shall provide corrections to any such Personal Data provided to Provider as soon as reasonably practicable after Customer becomes aware of its inaccuracy, and Provider will correct the applicable Personal Data as soon as reasonably practicable. In addition to and notwithstanding the above, Provider shall procure that each individual user of Customer will be presented with a copy of the Privacy Policy.

9. TERM AND TERMINATION.

(a) Term. Subject to earlier termination as described below or elsewhere in this Agreement, this Agreement shall commence on the Effective Date and shall remain in effect for period set forth in the applicable purchase order (the "Term").r.

(b) Termination. In addition to the rights of Provider to restrict Customer's access to the Provider System or terminate this Agreement as set forth elsewhere in this Agreement, either party may terminate this Agreement (and/or any Product Schedule) upon notice to the other party if such other party breaches a material provision of this Agreement and fails to cure such breach within fifteen (15) days following written notice from the non-breaching party to the breaching party, specifying such breach and which agreement(s) are subject to termination. In addition, this Agreement and any Product Schedule(s) shall terminate immediately and automatically upon (i) the occurrence of the applicable insolvency with respect to either party, (ii) receipt of written notice from Provider for the breach by Customer of the use restrictions set forth in Section 3, or (iii) receipt of written notice from the non-breaching party for the intentional breach by either party of Section 8 hereof.

(c) Termination for Convenience. Either party may terminate this Agreement upon sixty (60) days advance written notice to the other party.

(d) Effect of Termination. All rights, duties and obligations of the parties shall terminate upon the expiration or termination of this Agreement, unless otherwise specified in a Product Schedule or in Section 9(e) below.

(e) Survival of Terms. The rights and responsibilities of the parties hereto under Sections 1, 2(c), 2(e), 3, 4, 5, 6, 7, 8, 9(d), 9(e), 11, 12, 13 and 14 will survive expiration or earlier termination of this Agreement along with any other provisions which by their nature extend beyond any such expiration or termination. The termination of this Agreement howsoever caused shall be without prejudice to the rights, duties and liabilities of either party accrued prior to termination.

10. FORCE MAJEURE.

Any delay in or failure of performance by either party under this Agreement (other than Customer’s failure to make any payment when due) shall not be considered a breach of this Agreement if and to the extent caused by events beyond the reasonable control and without the fault of the party affected, including but not limited to acts of God, embargoes, governmental restrictions, strikes, riots, insurrection, wars, or other military action, acts of terrorism, civil disorders, rebellion, fires, floods, widespread failures of the Internet or telecommunications systems, vandalism, or sabotage. Market conditions and/or fluctuations (including a downturn of either party’s business) shall not be deemed force majeure events. The party whose performance is affected by such events shall promptly notify the other party, giving details of the force majeure circumstances, and the non-payment obligations of the party giving such notice shall be suspended to the extent caused by the force majeure so long as the force majeure continues, and the time for performance of the affected obligation hereunder shall be extended by the time of the delay caused by the force majeure event.

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12. GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS; CHOICE OF FORUM.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each party hereby consents to the exclusive jurisdiction of the courts of England and Wales, in any action, proceeding or dispute relating in any way to this Agreement or any applicable Product Schedule, and agrees that any such proceeding shall be brought by it solely in any such court (except in the case that it is seeking injunctive relief for breach of Section 8, the infringement of its Intellectual Property rights, or collection of amounts owed). Each party irrevocably submits and consents to the exercise of subject matter jurisdiction and personal jurisdiction over such party by the courts located in England and Wales, and irrevocably waives all claims, objections and defences that it may have regarding such court’s subject matter or personal jurisdiction, venue or inconvenient forum. Service of process in relation to any legal action or proceedings arising out of or in connection with this Agreement shall be carried out by overnight courier or hand delivery. For the avoidance of doubt, service of process by email is not permitted.

13. RIGHT OF THIRD PARTIES.

Subject to Section 14(c) and except as may be set forth in a Product Schedule, it is agreed for the purposes of the Contracts (Rights of Third Parties) Act 1999 that this Agreement is not intended to, and does not, give to any person who is not a party to this Agreement any rights to enforce any provisions contained in this Agreement except for any person to whom the benefit of this Agreement is assigned or transferred in accordance with Section 14(c) (Assignment). Except as may be set forth in a Product Schedule, the consent of any person who is not a party to this Agreement is not required to terminate or vary this Agreement at any time.

14. MISCELLANEOUS.

(a) Entire Understanding. This Agreement, together with any relevant Schedules, contains the entire understanding of the parties hereto and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. Any promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless in a writing signed by the party making the same. No modification hereof shall be effected by either party's use of an order acknowledgment or other form containing additional or different conditions. Each of the parties hereto acknowledges that it has been advised by counsel in connection with the execution of this Agreement and that it is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement. The Solution is provided only to Customer. Resale to or use of the Solution by any Person other than Customer or any other Person, is prohibited. Each party acknowledges and confirms to the other party that it does not enter into this Agreement in reliance on any representation or warranty or other undertaking not fully reflected in the terms of this Agreement and its only remedy is for breach of contract provided that this will not exclude any liability which either party would otherwise have to the other in respect of any statements made fraudulently prior to the date of this Agreement.

(b) Waivers and Modifications. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the parties or, in the case of any waiver of any provision, by the party waiving the benefit of such provision. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other right or remedy or further exercise thereof or the exercise of any other right or remedy granted herein.

(c) Assignment. This Agreement shall be binding on and inure to the benefit of Customer and Provider and their respective successors and permitted assigns. Neither party may assign this Agreement or its rights hereunder, or delegate performance of its obligations hereunder, to another Person without the prior written consent of the other party and any assignment not made in compliance with this Section 14 (c) shall be null and void; provided, however, that Customer and Provider may freely assign this Agreement or its obligations or rights hereunder to a Person acquiring all or substantially all of its assets or equity interests. Customer acknowledges that Provider reserves the right to use subcontractors or other Persons not party hereto to fulfill its obligations hereunder; provided, that Provider shall remain primarily liable for the performance of all of its obligations hereunder by such subcontractors or other Persons.

(d) Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement shall be prohibited by or invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remaining provisions of this Agreement. The remaining provisions shall be construed in such a manner as to carry out the full intention of the parties hereto.

(e) No Agency. Except as expressly provided in any Product Schedule to this Agreement, the performance by each party of its duties and obligations under this Agreement shall be that of an independent contractor and there shall not be any agency, fiduciary relationship, joint venture or partnership between the parties by reason of this Agreement.

(f) Construction. Should any provision of this Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one party than against another, because the parties participated equally in preparing this Agreement. All exhibits and schedules referenced in this Agreement are incorporated herein by this reference. In the event of any conflict between the schedules attached to this Agreement and the other provisions of this Agreement, the terms of this Agreement shall control; provided, however, in the event of any conflict between a Product Schedule attached to this Agreement and the other provisions of this Agreement, the terms of the Product Schedule shall control. Headings of particular sections are inserted only for convenience and are not to be considered a part of this Agreement or be used to define, limit or construe the scope of any term or provision of this Agreement. All terms defined in the singular shall have the same meanings when used in the plural, and vice versa. All pronouns used shall be deemed to cover all genders. Unless the context otherwise specifically requires, all references to sections of this Agreement shall refer to all subsections thereof.

(g) Anti-Bribery Laws. The parties, their officers, directors, employees, agents and affiliates, and anyone for whose acts or defaults they may be vicariously liable or anyone acting on behalf of any of them, shall not make any payments in violation of any applicable anti-bribery Law in connection with or in any way relating to or affecting this Agreement. The parties acknowledge that international anti-corruption Laws, including the U.S. Foreign Corrupt Practices Act ("FCPA") and the U.K. Bribery Act 2010 ("UKBA"), prohibit any direct or indirect payment/receipt of money or anything of value to/from any person (including but not limited to any government office, international organization, non-exempt political party, party official or candidate for political office) for the purpose of obtaining, retaining or directing business, securing any improper advantage in the conduct of business or inducing the improper performance of any public or business-related function. The parties represent and warrant that in the performance of its obligations under this Agreement or otherwise in connection with this Agreement it has not made and agrees that it will not make any such prohibited payment. Neither party shall be obligated under this Agreement to take any action or omit to take any action that it believes in good faith, would cause it to be in violation of any Applicable Laws.