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DATAWIRE TERMS OF SERVICE

Datawire, Inc., a Delaware corporation with its principal place of business at 14 MicaLane, Suite 204, Wellesley, MA 02481 ("Datawire") and the person or entity agreeing to these terms ("Customer" or "you") would like to set out the general terms and conditions for (i) you to access and use the Datawire Service and provide Customer Data to Datawire and (ii) Datawire to provide the Service to you and use the Customer Data when performing the Service.

BY CLICKING ACCEPT, BY USING THE SERVICE OR BY PAYING ANY INVOICE REFERENCING THESE TERMS, YOU ARE AGREEING TO THESE TERMS. Customer and Datawire agree that this Agreement is effective on the earlier of the date the Customer orders the Service or commences using the Service. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to commit the entity to the Agreement and the term "Customer" or "you" will refer to that entity. If you do not have this authority, are under the age of 18 or if you do not agree with the Agreement, you must not accept these terms and you may not access or use the Service.

MAKE SURE YOU READ THESE TERMS, THE ORDER FORM AND THE PRIVACY POLICY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS TO USE THE SERVICE. The Order Form provides the specific terms and conditions regarding Customer’s paid subscription for the Service, such as limitations, pricing methodologies and the length of the term Datawire will provide the Service ("Subscription Term"). This Terms of Service, the Order Form and the Datawire Privacy Policy located at Privacy Policy, collectively constitute the "Agreement" between Customer and Datawire.

1. Grant of Right; Ownership.

1.1 Grant. Subject to the terms and conditions of this Agreement:

(a) Datawire hereby grants to the Customer a limited, non-exclusive, non-transferable, right to use the Service and solely for its internal business purposes foruse by End Users and for the Subscription Term and in accordance with the conditions and limitations set forth herein and in the Order Form. Customer is permitted to use the features for the Service identified at /editions/. If you exceed the permitted use of the features for the Service or Order Form, then you will be required to pay additional fees corresponding to the license type associated with such permitted use.

(b) To the extent that there is any Third Party Software embedded in, bundled with, or otherwise provided to Customer in connection with the Service under this Agreement, such third party software shall be considered Service and such Third Party Software shall be used and operated solely with the operation of the Service and not as a standalone application or any other purpose.

(c) To the extent that any Software is provided to Customer to install and use in order to access the Service, Datawire hereby grants to the Customer a limited, non-exclusive, non-transferable, license to use the Software to access and use the Service and solely for its internal business purposes for use by End Users and for the Subscription Term and in accordance with the conditions and limitations set forth herein and in the Order Form.

(d) Certain Third Party Software may be provided to Customer to install and use in connection with the Service. Such Third Party Software may be subject to an open source license ("OSS License"). Customer’s license rights with respect to Third PartySoftware subject to an OSS License are defined by the terms of the applicable OSS License; nothing in this Agreement shall restrict, limit, or otherwise affect any rightsor obligations Customer may have, or conditions to which Customer may be subject,under such OSS License

(e) If Customer registers for a free account, then Datawire grants to Customer a limited, non-exclusive, non-transferable, right to use the Service solely for its internal business purposes, on free-of-charge basis ("Free Service"), subject to the limitations for such Free Service as set forth on the Company website. Datawire, in its discretion, may stop providing the Free Service at any time, at which point Customer will no longer have access to any related data, information, and files and must immediately cease using the Free Service. Datawire provides Free Service "AS-IS" without support or any express or implied warranty or indemnity for any problems or issues, and Datawire will not have any liability relating to Customer useof the Free Service.

1.2 Ownership. As between the parties, Datawire retains all right, title and interest in the Service, including but not limited to any and all Intellectual Property Rights in the Service now owned or that may be owned in the future by Datawire.

1.3 Restrictions. Customer shall not distribute, display, sublicense, rent, lease, use in a service bureau, modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or copy the Service, except to the extent expressly permitted by applicable law, and only to the extent Datawire shall not be permitted by that applicable law to exclude or limit such rights. Further, Customer agrees not to, and not to allow third parties to use the Service:

  • to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing Customer End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);
  • to engage in, promote or encourage illegal activity;
  • for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
  • to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
  • to interfere with the use of the Service, or the equipment used to provide the Service, by customers, authorized resellers, or other authorized users;
  • to disable, interfere with or circumvent any aspect of the Service;
  • to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations ("spam"); or
  • to use the Service, or any interfaces provided with the Service, to access any other Datawire service in a manner that violates the terms of service of such other Datawire service.

1.4 Responsibilities. Customer is responsible for all activities occurring on any End User’s account, including any liability to the extent arising from use of any such account by the appropriate End User or any other individual. Customer is responsible ensuring that its End Users comply with this Agreement, and is liable forany non-compliance or misuse of the Service by its End Users. Customer agrees that it will promptly notify Datawire of any violation or suspected violation of this Agreement or any actual or suspected data or security breach. Datawire reserves the right to review information posted by End Users to ensure that it complies with this or any other section of this Agreement, and to amend it or delete it, or otherwise control such information in order to bring it into compliance with this Agreement and/or applicable law.

1.5 Proprietary Markings. Customer shall not remove or alter any Intellectual Property Right notices or other proprietary markings on the Service or copies thereof, including without limitation, any trademarks, trade names, trade dress, service marks, logos or other similar branding material or any copyright notices from the footer, navigation bar, login, or any other place in the Service. Customer shall not place any of its Intellectual Property Right notices, including limitation, anytrademarks, trade names, trade dress, service marks, logos or other branding material of Customer on the Service except with Datawire’s express prior written consent.

1.6 Service Level Agreement.

(a) Program Benefits - Uptime Guarantee and Calculation. Datawire guarantees that the Service will have a calendar quarterly uptime percentage of 99.95% ("Uptime").That means Datawire's Service will not be interrupted by an outage affecting more than 50% of End Users trying to access the Service at the time of an outage ("Outage"), for more than .05% of the quarter. If Datawire fails to meet such 99.95% quarterly Uptime guarantee, Datawire may issue Service Credits to customers. Datawire's Uptime calculation is based on the percentage of successful requests it serves through its web, API, and client interfaces.

(b) Exclusions. Exclusions from the Uptime guarantee include Outages resulting from: (i) Customer’s acts, omissions, or misuse of the Service, including violations ofthis Agreement; (ii) Failures of Customer’s internet connectivity; (iii) Factors outsideDatawire's reasonable control, including force majeure events and third-party services or technology; or (iv) Customer’s equipment, services, or other technology.

(c) Calculation of Uptime Service Credits; Redemption of Uptime Service Credits. If Datawire's quarterly Uptime percentage drops below 99.95%, then Customer is entitled to receive a service credit equal to 25 times the amount that was paid for the Outage time that exceeds the quarterly Uptime guarantee ("Service Credit"). Service Credits are calculated at the end of each quarter, and may only be granted upon request. To find out about Datawire's Uptime percentage, Customer can request an Uptime report at the end of each quarter. In order to be granted Service Credits, either an account owner or billing manager must send a written request, onCustomer’s behalf, within thirty (30) days of the end of each calendar quarter. Service Credits may not be saved and are only available to customers who have paid for the Service. After being granted a Service Credit, it will be automatically applied to Customer’s next bill. Written requests should be sent toDatawire support.

1.7 Compliance with Laws. The Customer will not use the Service for any unlawful purpose or in breach of any laws, including applicable data privacy laws. Such unlawful purposes or breaches include, without limitation, civil and criminal offensesof copyright and trademark infringement, commission of any criminal offense, and any transmission or publication of any material which is defamatory, offensive, abusive or menacing character to any other person.

2. Support Services. Upon purchase of a subscription to the Service, Datawire will provide software support services to Customers in accordance with the services described at About Us - Support

3. Payment of Fees; Taxes and Audit.

3.1 Fees. Customer shall pay Datawire all fees and expenses, if any, in accordance with the applicable Order Forms to this Agreement within thirty (30) days of receipt of invoice. All payments due and payable hereunder shall be made in U.S. dollars and shall be non-refundable and non-cancelable.

3.2 Late Payments. Any payment not received by the due date shall bear interest atone and one half percent (1.5%) per month, commencing as of the due date until fully paid plus any reasonable attorney’s fees, expenses and related costs collection. If Customer fails to make its payments in accordance with this Agreement, Datawire may, upon written notice, require assurances to secure payment hereunder, and may suspend or terminate the right granted hereunder and/or the provision of some or all of the Service to Customer.

3.3 Taxes. Customer is responsible for the payment of all taxes (except for taxes based on Datawire’s net income) which may be levied or assessed in connection with this Agreement.

3.4 Audit. To confirm Customer’s compliance with the terms of this Agreement, Datawire shall have the right, at its expense, upon reasonable notice and during normal business hours to conduct audits of Customer’s use of the Service.

3.5 Suspension of Service and Acceleration. If any amount owing by Customer under this or any other Agreement with Datawire is ten (10) or more days overdue, Datawire may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such Order Form so that all such obligations become immediately due and payable, and suspend the Service until such amounts are paidin full. Customer will continue to be charged fees during any period of suspension. IfCustomer or Datawire initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer’s account. Any use of the Service in violation of the Agreement by Customer that in Datawire’s reasonable judgment threatens the security, integrity or availability of Datawire’s service or that of its other customers, may result in Datawire’s immediately suspending the Service.

4. Termination.

4.1 Term. This Agreement will automatically renew for paid subscriptions upon the expiration of the Subscription Term set forth in the Order Form ("Initial Subscription Term") for successive renewal subscription terms (each a "Renewal Subscription Term") equal to the expiring Initial Subscription Term (the "Subscription Term", comprised of the Initial Subscription Term and any Renewal Subscription Term), unless the Order Form specifically states the Initial Subscription Term shall not renew for any Renewal Subscription Terms or earlier terminated pursuant to this Agreement or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then current Subscription Term.

4.2 Termination for Breach. Either party shall have the right to terminate this Agreement if the other party should materially breach any of the provisions of this Agreement and fails to cure within ten (10) days of written notice to the breaching party.

4.3 Consequences of Termination/Expiration. On any termination or expiration of this Agreement, Customer shall promptly: (i) discontinue all use of the Service; (ii) return or destroy any Software; (iii) return to Datawire all Confidential Information; and (iv) certify in writing to Datawire, within thirty (30) days of termination of this Agreement, that Customer has complied with the foregoing.

4.4 Suspension. Datawire has the right to suspend or terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. Datawire reserves the right to refuse service to anyone for any reason at any time.

4.5 Survival. Sections 1.2 (Ownership), 1.3 (Restrictions), 1.4 (Proprietary Markings),4 (Payment of Fees; Taxes and Audit), 4.3 (Consequences of Termination/Expiration), 4.45 (Survival), 5.2 (Warranty Disclaimer), 6 (Confidentiality), 8 (Intellectual Property Rights), 9 (Intellectual Property Indemnification), 10 (Limitation of Liability) and 11 (General), hereof shall survive any termination of this Agreement.

5. Warranty.

5.1 Limited Warranty. Datawire represents and warrants that during the Subscription Term, the Service shall perform substantially in accordance with the Documentation. The sole and exclusive remedy for any breach of the foregoing warranty is Datawire’s performance of the support obligations set forth herein.

5.2 Warranty Disclaimer. Datawire does not warrant that the Service will meet Customer’s requirements or that its use will be uninterrupted or error free. Datawireprovides the Service on an "AS IS" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. DATAWIRE DOES NOT WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES DATAWIRE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. You are solely responsible for determining the appropriateness of using the Service.

6. Confidentiality.

6.1 General. Each party acknowledges that in the course of this Agreement it has been and shall be entrusted with certain Confidential Information of the other and agrees that it shall use reasonable care to protect the confidentiality thereof, using at least the same measures it would use to protect its own similar, highly confidential information and shall not (a) use such Confidential Information for any purpose except the performance of this Agreement, or (b) disclose any such Confidential Information to any person (except employees or agents on a need-to-know basis where such persons have agreed to be bound in writing to obligations ofconfidentiality at least as protective as the terms of this Section 6), unless such disclosure is authorized by the other party in writing, or (c) disclose any such Confidential Information required by court or judicial order without first informing the other party and cooperating with such other party if such other party shall contest such disclosure or seek a protective order. The obligations of each party under this Section 6 shall not apply to information which (i) was generally known in the trade or business in which it is practiced by the receiving party at the time of disclosure, or becomes so generally known after such disclosure, through no act of the receiving party and otherwise than as a result of a breach of this Section; (ii) has come into the possession of the receiving party rightfully from a third party without obligation of confidentiality; (iii) was developed by the receiving party independently of and without reference to Confidential Information; or (iv) is disclosed pursuant to any legal, judicial or arbitration or similar legal proceeding or as required by law; provided that the receiving party disclosing such information uses all reasonable efforts to protect the information as being confidential.

6.2 Notification. Each party to this Agreement agrees to notify the other promptly and in writing of the existence of any circumstances surrounding unauthorized access, disclosure, distribution, possession, alteration, transfer, reproduction or use of Confidential Information, and in the case of Customer, the Service, or any portions thereof.

7. Customer Data. Customer agrees that it will not provide any Sensitive Data to Datawire. If Customer discovers that due to human error or otherwise, Customer Data does include Sensitive Data, Customer will promptly notify Datawire and provide sufficient information to Datawire to locate such Sensitive Data and Datawire will use commercially reasonable efforts to delete such Sensitive Data from its systems. Datawire will maintain appropriate administrative, physical, and technical safeguards intended to protect the security, confidentiality and integrity ofCustomer Data and will comply with the Datawire Privacy Policy. As between Customer and Datawire, Customer owns all Customer Data and except as specifically provided in this Agreement or otherwise agreed to in writing between the parties, Datawire has no right to such Customer Data. Customer grants to Datawire a non-exclusive, royalty-free license to access and use Customer Data in order to provide the Service to Customer and to monitor and improve its services. Datawire will not (a) disclose Customer Data except as compelled by law or as expressly permitted in writing by you, or (b) access Customer Data except to provide the Service or prevent or address service or technical problems, or at your request in connection with Customer support matters. For the avoidance of doubt, Datawire may use, reproduce and disclose Customer Data that is anonymized, de-identified, or is otherwise not reasonably associated or linked to Customer (or any other identifiable individual person or entity) ("Anonymized Data") for product improvement and other purposes consistent with Datawire’s Privacy Policy. This right to use Anonymized Data will survive termination of this Agreement. Customer, not Datawire, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.

8. Intellectual Property Ownership.

8.1 Datawire IP. Except for the limited right to access and use the Service under thisAgreement and the applicable Order Form, Customer acknowledges and agrees that, as between the parties, Datawire (or its licensors) have and will retain any andall rights, title, and interest in the Service, the Software, any software utilized to perform the Service and the Documentation (collectively, the "Datawire Products") and all derivative works made by any person or entity in or to the Datawire Products, including, but not limited to all Intellectual Property Rights associated withthe Datawire Products. Customer will not assert or cause any other party (including,without limitation, any User) to assert any right, title, or interest in or to the Datawire Products or other portion of Datawire’s Intellectual Property Rights. Customer grants Datawire a royalty-free, worldwide, transferable, sub-licensable (through multiple tiers), irrevocable, perpetual license to use or incorporate into its software or services, any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including its End Users, relating to Datawire'ssoftware, services or business operations. This Agreement is not a sale and, except as set forth in this Agreement, does not give Customer any rights of ownership in, or related to, the Service, any Datawire software or the Intellectual Property Rights owned by Datawire.

8.2 Customer IP. Except as set forth in this Agreement, this Agreement does not give Datawire any rights of ownership in, or related to, any Intellectual Property Rights owned by Customer.

9. Intellectual Property Indemnification.

9.1 Datawire Indemnification. Datawire shall defend Customer from and against anyand all third party claim, suit, action or proceeding (each, an "Action") that any of the Service infringes any U.S. Intellectual Property Rights. Further, Datawire shall indemnify and hold harmless Customer from and against any loss, damages or liabilities (collectively, "Losses") finally adjudicated or settled and resulting from an Action. The foregoing obligation does not apply to the extent that such Action or Losses arise from any allegation of or relating to any of the following and Customer agrees to indemnify Datawire from Actions arising from (a) modification of the Service by any party other than Datawire without Datawire’s express consent; (b) the combination, operation, or use of the Service with other product(s), data or services where the Service would not by itself be infringing; or (c) unauthorized or improper use of the Service.

9.2 Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 9.1. The Party seeking indemnification (the "Indemnitee") shall cooperate with the other Party (the "Indemnitor") at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 9.2will not relieve the Indemnitor of its obligations under this Section 9 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

9.3 Mitigation. If the Service, or any part of thereof, are, or in Datawire’s opinion arelikely to be, claimed to infringe, misappropriate or otherwise violate any third party Intellectual Property Right, or if Customer’s use of any of the Service is enjoined or threatened to be enjoined, Datawire may, at its option and sole cost and expense:

(a)obtain the right for Customer to continue to use such Service as contemplated by this Agreement;

(b)modify or replace such Service, in whole or in part, to seek to make these non-infringing, while providing materially equivalent features and functionality, and such Service, as so modified or replaced, will constitute Service under this Agreement; or

(c)by written notice to Customer, terminate this Agreement with respect to all or part of the Service and require Customer to immediately cease any use of the Service or any specified part or feature thereof.

9.4 THIS SECTION 9SETS FORTH CUSTOMER’S SOLE REMEDIES AND DATAWIRE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICE) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

10. Limitation of Liability.

10.1 No Consequential Damages. EXCEPT FOR LIABILITY ARISING FROM BREACH OF SECTION 1.3 (RESTRICTIONS) BY CUSTOMER OR BREACH BY EITHER PARTY OF SECTION 6 (CONFIDENTIALITY) OR LIABILITY ARISING FROM SECTION 9 HEREOF (INTELLECTUAL PROPERTY INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY THEREOF OR, IF REASONABLY FORESEEABLE, INCURRED BY A PARTY OR CUSTOMER’S END USERS, OR CLAIMED AGAINST A PARTY BY ANY OTHER PARTY,INCLUDING END USERS (WHETHER ANY SUCH CLAIMS ARISE UNDER THEORY OF CONTRACT, TORT OR OTHERWISE).

10.2 Limitation of Liability. Except for liability arising from breach of Section 1.3 (Restrictions) by Customer or breach by either party of Section 6 (Confidentiality) orliability arising from Section 9 hereof (Intellectual Property Indemnification), to the extent permitted by applicable law, the liability of either party, including its licensors, personnel, subcontractors and suppliers arising out of, in connection with,or resulting from this Agreement and, without limitation, for any and all causes with respect to the Service, breach of contract, tort, warranty or otherwise, shall in the aggregate not exceed the fees paid or payable by Customer hereunder in the twelve (12) months immediately preceding the event giving rise to the claim.

11. General

11.1 Waiver. The failure of either party hereto to insist upon the strict adherence to any term of this Agreement on any occasion shall not be considered as a waiver of any right hereunder nor shall it deprive that party of the right to insist upon the strict adherence to that term or any other term of this Agreement at some other time. All waivers must be in writing and signed by the party waiving its rights.

11.2 Agreement. This Agreement constitutes the sole and complete understanding between the parties hereto and supersedes any and all other prior or contemporaneous agreements, statements and documents, whether oral or written,between the parties with respect to the subject matter in this Agreement, including any and all representations or other statements made to other party except if stated herein, and including any previously executed confidentiality or non-disclosure agreement, except as to any surviving provisions thereof. To the extent that any provision of an Order Form conflicts with a provision of this Terms of Service, the provision of the Order Form will govern as to any subjects covered by such Order Form.

11.3 Force Majeure. Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement (except for payment of money) if such delay or failure arises from any cause or causes beyond the reasonable control of such party, including acts of God, civil unrest, war, terrorism, flood or fire; provided that the party so affected shall use reasonable and diligent efforts to remove such causes of non-performance.

11.4 Assignment. Customer shall not directly or indirectly sell, transfer, assign or delegate this Agreement, or any rights or obligations hereunder, in each case voluntarily, involuntarily, by operation of law or otherwise, without Datawire’s prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization of Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which Datawire’s prior written consent is required. Any purported assignment, delegation or transfer in violation of this Section 11.4 is void. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

11.5 Relationship of the Parties. The Customer and Datawire are acting hereunder as independent contractors; under no circumstances shall the employees of one party be deemed to be the employees or agents of the other.

11.6 Amendments. Datawire reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, Datawire will provide not less than thirty (30) days’ notice prior to any new terms taking effect. By continuing to access or use the Service after any revisions become effective, you agree to be bound by the revised terms.

11.7 Governing Law. Any claims or legal actions by one party against the other arising out of the relationship between the parties contemplated herein (whether or not arising under this Agreement) shall be governed by the laws of the Commonwealth of Massachusetts, excluding the issue of choice of law, and shall be commenced and maintained only in a state or federal court located in the City of Boston or Suffolk County, and each party hereto hereby irrevocably consents and submits to the jurisdiction and venue of any such court, even if such party is not a U.S. citizen or does not reside in the U.S. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

11.8 Severability. If any provision of this Agreement shall be held by a court of law of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be reformed, construed and enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

11.9 Export Control. Customer acknowledges that it is subject to United States laws and regulations controlling the export of technical data, computer software and other commodities and agrees not to export or allow the export or re-export of suchdata, software or other commodities in violation of such laws and regulations.

11.10 For US Government End Users. The Service is "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

11.11 Notice. Any notice or other communication under this Agreement will have legal effect only and in writing and addressed to the other party as follows:

  • If to Datawire: Datawire, Inc. PO Box 121228 Boston, MA 02112-1228 Attention: LEGAL DEPARTMENT With a copy by email to: support@datawire.io
  • If to Customer: Your email is furnished upon registration. In case of a change in email, it is your sole responsibility to notify Datawire of your new contact details.

11.12 Definitions. The following terms and expressions shall have the following meaning:

(a) "Confidential Information" shall mean all information designated or identified in writing as confidential or proprietary by the disclosing party within 15 days of its disclosure to the receiving party (provided that information which is orally or visually disclosed to the receiving party by the disclosing party without being designated as such in writing shall constitute Confidential Information if it would be apparent to a reasonable person that such information is of a confidential or proprietary nature the maintenance of which is important to the disclosing party). Confidential Information shall include without limitation each party’s data, designs, drawings, documentation, software (regardless of form or media), prototypes, processes, methods, concepts, research and development activities. Confidential Information shall also include, without limitation, the Service, the Software and all confidential information conveyed to the Customer in the course of its performance of this Agreement.

(b) "Customer Data" means any content, data, information or material that is recorded by, submitted to or stored by, the Service, including, but not limited to, Personal Data.

(c) "Documentation" shall mean any and all manuals, instructions, specifications and other documents and materials that Datawire provides or makes available to Customer in any medium and which describe the functionality, components, features or requirements of the Service, including any one or more of the installation, configuration, integration, operation, use, support or maintenance thereof.

(d) "End Users" shall mean those employees authorized by Customer to have access to the Service for the internal business purposes of Customer.

(e) "Intellectual Property Rights" shall mean the worldwide intangible legal rights or interests evidenced by or embodied in (i) any idea, design, concept, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, patent applications, trade secrets, and know-how; (ii) any work of authorship, including any copyrights, industrial designs, registration or moral rights recognized by law, (iii) any trademarks, trade names, trade dress and associated goodwill, and (iv) any other proprietary technology or material in which similar rights exist.

(f) "Order Form" means Datawire's order form, including a signed quote, which is entered into between you and Datawire, which identifies the Service ordered by you, including the Software, quantity, access information and any other restrictions or use limitations, and the fees, if any, that are due for the subscription to the Service. Order Forms shall reference this Agreement and be deemed incorporated herein by reference.

(g) "Personal Data" means all information relating to a person that identifies such person or could reasonably be used to identify such person, including but not limited to, as first and last name, home address, billing address, or other physical address, email address, telephone number and Sensitive Data, if any.

(h) "Sensitive Data" means any information that: (a) requires a high degree of protection by law and where loss or unauthorized disclosure would require notification by Customer to government agencies, individuals or law enforcement, (b) any information that, if made public, could expose individuals to a risk of physical harm, fraud, or identity theft. Sensitive Data includes, but is not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information orother information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act,the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act.

(i) "Service" shall mean the computer programs of Datawire provided to Customer as a service via the internet, identified on the Order Form and provided by Datawireand any and all Updates. Service includes all Documentation provided to Customer, Software licensed to Customer and Third Party Software embedded in, bundled withor otherwise provided to the Customer as part of the Service.

(j) "Software" shall mean any proprietary computer programs of Datawire provided to Customer in object code form and licensed as provided herein.

(k) "Third Party Software" shall mean any software licensed by Datawire from a thirdparty entity and embedded in, bundled with or otherwise provided to Customer under this Agreement as part of or in connection with the Service.

(l) "Update" shall mean any and all updates, bug fixes and, work-arounds, if any, in object code form only, not included in the Service at the time of installation and thatare generally made available by Datawire to its customers at no additional charge. Updates are included as part of the Service.

Last Updated: 12/14/20