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Agreements and Modifications
This Agreement is between: REFINITIV CANADA HOLDINGS LIMITED, having an office located at 400-333 BAY STREET, TORONTO, ON M5H 2R2 (the "Customer") AND ROGERS COMMUNICATIONS CANADA INC., having an office located at One Mount Pleasant Road, Toronto, ON M4Y 2Y5 ("Rogers"). For valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
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Scope and Deliverables
1.1. Rogers will provide to Customer, at Customer's request, the Services and Products described in each Schedule attached to, and forming part of, this Agreement from time to time, in accordance with the terms and conditions of this Agreement and any applicable Schedule(s). The Services may be provided by Rogers, its agents or subcontractors, but Rogers shall not be relieved of its obligations by using agents or subcontractors to provide the Services.
1
Contractual Definitions and Interpretations
"Acceptable Use Policy" means the policies, rules and limits that all users (including Customer and the End Users) must adhere to in their use of the Rogers network, Services and Rogers Equipment. The Acceptable Use Policy, as modified from time to time, is available online at Rogers.com/terms. "Affiliates" has the same definition as the term is defined in the Canada Business Corporations Act. "Confidential Information" means, but is not limited to, any information, know how, data, patent, copyright, trade secret, process, technique, program, design, formula, marketing, advertising, financial, commercial, sales or programming matters, customer information, written materials, compositions, drawings, diagrams, computer programs, studies, work in progress, visual demonstrations, ideas, concepts, and other data, in oral, written, graphic, electronic, or any other form or medium whatsoever, which may be exchanged between the Parties. "Customer Equipment" means any material, equipment or software other than the Rogers Equipment. "End User" means any person that Customer provides services to through the use of Rogers' Services. "Hardware" means hardware, equipment, and related components, including any OEM embedded software and/or firmware. "Network" means any network, network facilities or network services, including third party network services used by Rogers to provide Service(s) to Customer. "Party" means Rogers or Customer, together the "Parties". "Person" means any individual, natural person, partnership, limited partnership, limited liability partnership, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, joint venture, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted. "Product Quotation" means a quote issued by Rogers for Products or Services. A Product Quotation may also be referred to as a Sales or Service Proposal. "Product" means the Hardware and/or Software (including any commercially available Software) supplied or licensed to Customer by Rogers under this Agreement and any Schedule attached hereto. Agreement #: 00484334.0 Version: May 15, 2016 Page 1 of 25 2016 Rogers Communications DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3 Products purchased under this Agreement are subject to the terms and conditions of this Agreement and any additional terms and conditions applicable to the provision of the Product(s) as described in Schedules attached to this Agreement. "Purchase Order" means any purchase order issued by Customer for Products or Services offered by Rogers, which is accepted by Rogers for fulfillment. "Rogers Equipment" means all material, intellectual property, equipment and software required for Customer to use the Services or Products and made available to Customer by Rogers, and any other equipment, including fibre optic cable, patch panels, transport conductors and switching equipment, used by Rogers in the provision of the Services. Rogers Equipment does not include the Products purchased under this Agreement or Customer Equipment. The Rogers Equipment may also be referred to as the Rogers Facilities. "Schedule" means a schedule attached to, and forming part of, this Agreement from time to time, which sets out the additional terms and conditions related to the provision of Services and/or Products to Customer. Both Product Quotations and Purchase Orders are considered a Schedule. "Service" means any services purchased under this Agreement (each a "Service", collectively, the "Services"). "Service Effective Date" means the date a specific Service is available for the Customer's use. "Software" means a machine executable computer program, software module or software package or any part thereof (in object code only), supplied by Rogers or its licensors to Customer irrespective of how it is stored or executed. "Software License" means the terms and conditions that prescribe: how Customer will use the Software, the rights of the Software owner or licensor, and the rights of the Software user, in relation to such Software, which may be provided as a 'click-through' or 'shrink-wrap' license. The Software License may also be referred to as a EULA. "EULA" means a Third Party End User Licence Agreement entered into between Customer and a third party. 2.2. In this Agreement, the headings are for reference only and will not affect its construction or interpretation. If there is any conflict between the terms of the main body of this Agreement and the Schedules, the terms of the main body of the Agreement will govern unless otherwise expressly provided in writing in a Schedule.
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Fees, Expenses, and Invoicing
3.1. Fees and Taxes/Payment Terms: Customer shall pay fees for the Services, the Product price, Termination Fees (as defined in Subsection 5.1), and any other amount payable under this Agreement (collectively the "Fees"). Customer shall also pay applicable commodity taxes, and similar taxes levied or assessed by any local and/or government authority, as well as surcharges for foreign taxes or those imposed by third-party providers, withholding tax, and interexchange carrier charges, if any (collectively, "Taxes"). Customer shall pay Fees and Taxes within 30 days of the invoice date. If any legislation authorizes Customer to purchase Services or Products under this Agreement without payment of commodity taxes, Customer agrees to supply Rogers with evidence of such authorization. Fees and Taxes are subject to a late payment charge ("Late Payment Charge") at the rate specified in the invoice, which rate may vary from time to time, calculated daily from the invoice date and compounded monthly, if Fees and Taxes are not paid within 30 days of the invoice date. Customer will be responsible for payment of all costs reasonably incurred by Rogers in collecting or attempting to collect any unpaid Fees or Taxes or Late Payment Charges. 3.2. No Withholding, Deduction or Set-Off: Customer may not withhold or deduct any amounts from, or set-off amounts owed by, Rogers to Customer against any amounts invoiced by Rogers under this Agreement. 3.3. Disputed Charges: Customer shall notify Rogers in writing within 90 days of the date of the applicable invoice of any charges that Customer disputes. If Rogers confirms that those charges should not have been billed or were over-billed, Rogers will credit Customer for those charges.
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Termination and Renewal
Agreement #: 00484334.0 Version: May 15, 2016 Page 2 of 25 @ 2016 Rogers Communications DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3 4.1. Term of the Main Body of this Agreement: The term of the MECA (the "MECA Term") will begin on the date it is signed by Customer and it will expire or terminate on the date that the Service Term (as defined in Subsection 4.3) of the last remaining Schedule expires or terminates. 4.2. Term of Each Service Schedule: Each Service will be provided for the period set out in the relevant Schedule (the "Initial Service Term"). Unless otherwise set out in the relevant Schedule, the Initial Service Term will commence on the Service Effective Date for such Service. 4.3. Renewal Term(s) of Each Schedule: Unless otherwise stated in a Schedule, upon the expiration of the Initial Service Term or any Service Renewal Term, the Schedule will automatically be renewed on the same terms and conditions for consecutive month-to-month renewal period(s) unless Customer or Rogers provides written notice of non-renewal or cancellation to the other at least 30 days in advance. Each renewal period described above is defined as a "Service Renewal Term". The Initial Service Term and any Service Renewal Term(s) are collectively referred to as the "Service Term". Rogers may change the Fees for Service Renewal Term by providing Customer with at least 60 days advance written notice of the change. 4.4. Notice of Non-Renewal: Either Party may send to the other Party a written notice, at least 30 days in advance of the expiration of the relevant Service Term that it does not intend to renew a Service or Product. As a result, that Service or Product will be terminated at the end of the then-current Service Term and any terms and conditions relating to the provision of such Service or Product set out in a Schedule will likewise expire. 4.5. Early Provision of Services: If Rogers begins work to provision any Service or Product, or if Rogers delivers any Service or Product, before the start of the MECA Term or the relevant Initial Service Term, all work and services provided by Rogers before either of those dates will be considered to have been provided under all of the terms and conditions of this Agreement including the relevant Schedule(s).
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Termination and Renewal
5.1. Early Termination of Service by Customer: Customer may terminate a Service it has requested under a Schedule ("Terminated Service") at any time before the end of the relevant Service Term by giving at least 30 days' prior written notice to Rogers. If Customer terminates a Service under this Section, Customer shall pay to Rogers all Fees, Taxes and Late Payment Charges due for the Terminated Service up to the date of termination. Customer shall also pay to Rogers the termination charges specified in the relevant Schedule, or if not specified, an amount equal to 100% of the remaining monthly Fees for the Terminated Service that would have been payable to the end of the Service Term (collectively, the "Termination Fees"). Customer acknowledges that the Termination Fees are a reasonable estimate of Rogers' liquidated damages and represent consideration for the Services and Products, and are not a penalty. 5.2. Cancellation of Product by Customer: If Customer cancels an order for Product(s) in full or in part prior to the delivery or performance of the order, a restocking fee of 15% of Product cost, as listed in the applicable Schedule will be charged. Rogers will apply any deposit collected for the cancelled Product(s) order towards the restocking fee. Rogers will not accept for return or refund (i) any purchased software, which will be charged at 100% of the price; (ii) Products that have already been delivered to Customer; (iii) Products that are non-stock, specially ordered or customized; or (iv) Products that have been discounted or sold to Customer at an incentive price. 5.3. Termination for Cause: Either Party may terminate this Agreement or any Services provided hereunder, or Rogers may suspend the Services in whole or in part, in each case, by giving notice in writing to the other Party upon the occurrence of any of the following: (i) the other Party commits a material breach with respect to a material obligation under this Agreement or the applicable Schedule and does not remedy that breach within 30 days after receiving written notice of the breach (Customer Obligations are to be material obligations); or (ii) the other Party enters into a compulsory or voluntary liquidation, or convenes a meeting of its creditors or has a receiver appointed over any part of its assets or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business. Customer's failure to pay any invoiced Fees, Taxes or Late Payment Charges when due is a material breach with respect to a material obligation. Notwithstanding the foregoing, if Rogers materially breaches with respect to a material obligation in the provision of a Service or Product, and Rogers has not remedied that Agreement #: 00484334.0 Version: May 15, 2016 Page 3 of 25 @ 2016 Rogers Communications DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3 breach within 30 days after receiving written notice of such default, Customer shall only be entitled to terminate the affected Service or Product. 5.4 Additional Termination Rights of Rogers: Rogers may terminate any Service without any liability to Customer if: (i) Rogers decides to cease offering such Service as a generally available service; or (ii) any changes in applicable law, regulation, requirement, rule, ruling, guideline, policy or directive prohibits or adversely affects Rogers ability to provide the Services or to fulfill its obligations hereunder, or (iii) if a notice from a government agency or department indicates Rogers is not permitted to provide any portion or all of the Services to be provided or to operate all or any portion of the Rogers Facilities or Network. 5.5. Charges Payable: On the termination of this Agreement or any Services provided hereunder for any reason, all payments required to be made to Rogers by Customer thereunder, shall be due and payable immediately. Termination of this Agreement or Services will not relieve Customer from any liability which accrued before the termination became effective. Customer will not be required to pay Termination Fees if Customer terminates this Agreement or Services under Subsection 5.3.
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Agreements and Modifications
6.1. Rogers Equipment shall at all times be and remain the exclusive property of Rogers, wherever located, including on Customer premises. Upon termination or expiration of the Agreement or Services, Customer shall return the Rogers Equipment to Rogers at Customer's expense. Customer shall be responsible for the loss of or damage to the Rogers Equipment except if caused by the negligence or willful misconduct of Rogers. Customer shall ensure at all times that the Rogers Equipment is stored in a manner and in an environment that conform to relevant specifications provided by Rogers. 6.2. Customer acknowledges it has no right, title or interest in or to any network address or identifier (such as telephone number, IP address, host name) ("Identifier") assigned to Customer by Rogers. Rogers may, on reasonable notice to Customer, change the Identifier. Rogers is not obligated to notify any other Party of a change to Customer's Identifier.
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Termination and Renewal
Rogers has the right to suspend all or part of the Services or access to the Services immediately if Rogers reasonably suspects or determines that there is a malfunction, abuse, incorrect configuration or use of the Products, the Services, the Third Party Services, the Rogers Equipment or Network, to maintain or improve service, if Customer is in breach of any of their obligations under this Agreement, or for other business reasons. Rogers shall keep all suspensions to a minimum and shall give Customer prior notice of such suspensions where reasonably practicable.
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Miscellaneous Provisions and General Terms
Except as expressly stated herein, Rogers disclaims all warranties, express, implied or statutory, including without limitation, and any implied warranties of merchantability or fitness for a particular purpose. Customer acknowledges that Rogers does not warrant (i) uninterrupted or error-free Services, or (ii) the content, availability, accuracy or any other aspect of any information including all data, files and all other information or content in any form, accessible or made available to or by Customer or End Users through the use of the Services. During a Service Term, Rogers may migrate a Service to an alternative service or technology as long as the alternative service or technology provides similar functionality as the Service. The definition of "Service" includes the alternative service. Rogers shall not be responsible if any changes in the Services affect the performance of equipment, hardware or software other than the Rogers Equipment or cause it to become obsolete or require modification or attention. Rogers shall provide Customer with 60 days' notice of any such change. Customer acknowledges that Rogers may interrupt the Services, as may be specified in the Service Schedules or in case of emergency, in order to provide maintenance in respect of the Services.
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Miscellaneous Provisions and General Terms
Customer acknowledges that there is some content accessible through the Services that may be offensive to Customer or an end user, or that may not be in compliance with applicable law. Customer acknowledges that Rogers does not own or have any control over the availability, accuracy or any other aspect of any third-party content in any form or any type accessible or that may be made available to or by Customer or its end users through the use of the Services.
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Miscellaneous Provisions and General Terms
Neither Party shall use the name of the other Party in publicity, advertising, or similar activity, without the prior written consent of the other.
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Scope and Deliverables
Unless otherwise agreed in a Product Quotation, Customer will be responsible for the preparation of each delivery site for the installation/implementation of the Hardware and/or Software.
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Agreements and Modifications
This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument.
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Miscellaneous Provisions and General Terms
If any provision of this Agreement is illegal or unenforceable, that provision shall be considered separate and severable from the remaining provisions of this Agreement and the remaining provisions shall remain in force. Amendments shall be made to this Agreement to put the Party who is disadvantaged by such illegality or unenforceability in the same financial position as if no provision were illegal or unenforceable. The parties will immediately negotiate in good faith a replacement for any such provision in order to preserve the interests of the parties to the extent permitted by law. If the parties are unable to agree on an amendment, such amendment shall be determined by a Court or Arbitral Tribunal, as applicable.
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Agreements and Modifications
This Agreement, along with any related Schedule(s), if any, constitute the entire understanding between the parties with respect to the subject matter of this Agreement and there are no representations, warranties, covenants, agreements or collateral understandings, oral or otherwise, expressed or implied, affecting this instrument which are not expressly set forth herein. This Agreement supersedes all prior agreements, understandings, commitments, undertakings, proposals, representations, negotiations and discussions on the subject matter, whether written or oral. The terms and conditions of any order form, purchase order or invoice shall incorporate only the terms and conditions of this Agreement and the terms and conditions contained in this Agreement shall supersede any conflicting terms and conditions contained in any such order form, purchase order or invoice. This Agreement may not be amended without the written and signed agreement of both parties.
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Agreements and Modifications
Customer shall not assign this Agreement or any part of it without the prior written consent of Rogers.
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Procurement and Legal Information
Rogers may credit assess Customer from time to time as reasonably required to assess Rogers' risk. Each credit assessment will determine Customer's credit limit on Customer's Rogers' account (details of which are available on request). Rogers also reserves the right to change Customer's credit limit at any time. Notice will be given for any assignment of or change to the credit amount limit. Customer hereby authorizes Rogers to obtain information about the credit history of Customer and acknowledges that Rogers may provide information to credit bureaus about Customer's credit experience with Rogers. If at any time during the MECA Term a credit review reveals Customer as non-creditworthy, Rogers may require Customer to provide a deposit or require a change to payment terms. If Customer fails to provide Rogers with such a deposit or fails to honour revised payment terms, Rogers may either suspend or terminate the Agreement on 10 days' notice. Any such deposit shall be maintained as security for Customer's performance of its obligations under this Agreement.
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Agreements and Modifications
All notices given under this Agreement shall be in writing and will be deemed to have been duly delivered, effective upon receipt if couriered, hand delivered or emailed with return receipt requested, or effective 3 business days after being deposited, postage prepaid, return receipt requested, in the mail and sent to the following addresses: If to Customer at the address listed on page one of this Agreement If to Rogers at Rogers Communications Canada Inc., One Mount Pleasant Road, Toronto, ON M4Y 2Y5, Attention: VP, National Sales, Facsimile: (416) 935-7505; with a copy to: Attention: Legal Department, Email: legal.notices@rci.rogers.com Any Party may at any time give notice in writing to the other Party of any change of the address for notice.
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Miscellaneous Provisions and General Terms
Other than with respect to the payment of Fees and Taxes and other amounts to Rogers, in no event shall either Party have any liability for failure to comply with this Agreement, if such failure results from the occurrence of any contingency beyond the reasonable control of the Party including, without limitation, strike or other labour disturbance, damage to facilities, riot, theft, fires, flood, lightning, storm, any act of God, power failure, war, national emergency, interference by any government or governmental agency, embargo, seizure, or enactment of any law, statute, ordinance, rule, or regulation. Agreement #: 00484334.0 Version: May 15, 2016 Page 9 of 25 @ 2016 Rogers Communications DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3
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Agreements and Modifications
Waiver by either Party of any default by the other Party shall not be deemed a continuing waiver of such default or a waiver of any other default.
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Contractual Definitions and Interpretations
The parties hereto have required that this Agreement and all documents or notices resulting therefrom or ancillary thereto be drawn up in the English language. Les parties aux présentes ont demandé que ce contrat et tous les documents ou avis en résultant ou y étant associés soient rédigés en anglais.
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Miscellaneous Provisions and General Terms
The headings of all articles or sections herein are inserted for convenience of reference only and shall not affect the construction or interpretation hereof. Except where the context otherwise indicates, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender.
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Miscellaneous Provisions and General Terms
All provisions that logically ought to survive termination of this Agreement shall survive. The following individual is hereby identified by the Customer as the primary Customer contact for the purposes of authorizing activity or changes on the Customer's account: Business Authorized User Name Trevor C. Blackmore Business Authorized User Title Senior Sourcing Manager, Refinitiv Business Authorized User Email trevor.blackmore@refinitiv.com The Parties, by their duly authorized representatives, acknowledge having reviewed and understood the terms and conditions set out herein. REFINITIV CANADA HOLDINGS LIMITED Rogers Communications Canada Inc. Per: DocuSigned by: 04449C172CF5475 ... Tiffany Welch Per: Name: Tiffany Welch Name: Title: Head of Canada Title: Signature Date: September 30, 2020 Signature Date: Rogers Communications Canada Inc. Per: Name: Title: Signature Date: Page 10 of 25 DocuSigned by: + Blackmore 3C738E9C1D42432 ... Agreement #: 00484334.0 Version: May 15, 2016 @ 2016 Rogers Communications DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3
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Miscellaneous Provisions and General Terms
This Product Schedule sets out provisions with respect to the Customer's subscription to the Products and/or Services described herein as provided by Rogers Communications Canada Inc. ("Rogers"), details of which are stipulated in the Product Quotation. This Product Schedule is an attachment to and forms an integral part of the Customer's Master Enterprise Customer Agreement (the "Agreement") with Rogers. The Customer agrees to be bound by the terms and conditions set out in the Agreement, which include without limitation this attachment and any other attachments to the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
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Scope and Deliverables
This Product Description pertains specifically to the Corporate Share Plan supplied by Rogers to the Customer. Rogers' wireless services, including the wireless services provided with the Corporate Share Plan, are provided over a coast-to-coast Rogers-owned network based on 4G HSPA+, LTE, LTE-Advanced, and multi-path digital fibre network technologies. Rogers' Corporate Share Plan have the following features:
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Pricing and Quotes
The Corporate Share Plan have the following six (6) subsidized and unsubsidized core price plans to which additional options and features may be added. · Voice Only Plan · 3 GB Voice & Data Plan . 5 GB Voice & Data Plan . 7 GB Voice & Data Plan · 10 GB Voice & Data Plan · 7 GB Canada to US Plan The standard inclusions of each of the core price plans are described in Table 1 below. In the case of any discrepancy between the standard inclusion pricing and details set out below and the pricing and details in the Product Quotation, the pricing and details in the Product Quotation will govern. Table 1: Corporate Share Plan Core Price Plans Features Voice Only Plan 3 GB Voice & Data Plan 5 GB Voice & Data Plan 7 GB Voice & Data Plan 10 GB Voice & Data Plan 7GB CAN- US Plan (1) Included Options Monthly Recurring Charges for Subsidized Plans $30 $55 $70 $80 $90 $90 Hardware Subsidy for Subsidized Plans(2) Basic Up to $100 Premium Up to $500 Premium Up to $500 Superior Up to $600 Supreme Up to $700 Superior Up to $600 Monthly Recurring Charges for Unsubsidized (BYOD) Plans (3) $25 $40 $55 $65 $75 $80 Hardware Subsidy for Unsubsidized (BYOD) Plans No Subsidy Local Minutes Unlimited Canadian Long Distance Minutes Unlimited United States Long Distance Minutes $0.20/min Unlimited International Long Distance Minutes Pay-per-use long distance rates vary per country. Please visit www.rogers.com/web/content/add-ons for more information. Domestic SMS/MMS Unlimited Canada to United States SMS/MMS $0.45/SMS or MMS Unlimited Canada to International SMS/MMS $0.45/SMS or MMS Unlimited Included Roaming Plan Flex Roaming Canada-US Agreement #: 00484334.0 Version: May 15, 2016 Page 11 of 25 @ 2016 Rogers Communications DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3 Roaming Monthly Domestic Data (Poolable) N/A 3 GB 5 GB 7 GB 10 GB 7GB Domestic Data Pooling Overage (per MB) N/A $0.02 Domestic Data Standalone (Non- Pooling) Overage N/A $5 for 500MB Included Voicemail Enhanced Voicemail and Visual Voicemail (on applicable devices) Included Features 2,500 Minutes of Call Forwarding per month4, Call Display / Name Display, Call Waiting , Group Calling, Detailed Billing, VoLTE (Voice over LTE) and Wi-Fi Calling for iOS & Android devices. 411 Charges $4.25 per call, plus airtime (subject to change without notice) Set-up Service Fee $40.00 one-time charge per SIM (subject to change without notice) Optional add-ons Unlimited US calling and Unlimited SMS/MMS to US/International $5.00 N/A Premium Voicemail-to-Text (per month) $4.00 plus voicemail charges, where applicable International Long Distance Saver (per month) $5.00 plus usage charges with Preferred Rates 1 = Lines activated on the Canada-US Plan must remain on that plan for no less than 12 months. 2 = All Hardware Subsidies for Subsidized Plans are subject to change without prior notice. 3 = Unsubsidized (BYOD) Plans do not automatically apply to a Line with a Subsidized Device that has reached the end of its Line Term. 4 = Additional Call Forwarding minutes: $0.10 per minute.
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Pricing and Quotes
The Corporate Share Plan has the following six (6) subsidized and unsubsidized MBB / Data Share Only price plans. • Data Share Only Plan · 1 GB Data Share Only Plan · 2 GB Data Share Only Plan · 3 GB Data Share Only Plan . 5 GB Data Share Only Plan · 10 GB Data Share Only Plan The standard inclusions of each of the MBB / Data Only price plans are described in Table 2 below. In the case of any discrepancy between the standard inclusion pricing and details set out below and the pricing and details in the Product Quotation, the pricing and details in the Product Quotation will govern. Table 2: MBB / Data Share Only Price Plans Features Data Only Share Plan 1 GB Data Only Plan 2 GB Data Only Plan 3 GB Data Only Plan 5 GB Data Only Plan 10 GB Data Only Plan Included Options Monthly Recurring Charges for Subsidized Plans $15 $30 $38 $45 $52 $80 Hardware Subsidy for Subsidized Plans(1) BizData Up to $100 Basic Up to $300 Basic Up to $300 Premium Up to $400 Superior Up to $500 Supreme Up to $700 Monthly Recurring Charges for Unsubsidized (BYOD) Plans (2) $10 $20 $25 $30 $40 $55 Monthly Domestic Data (poolable) 0 GB 1 GB 2 GB 3 GB 5 GB 10 GB Hardware Subsidy for Unsubsidized (BYOD) Plans No subsidy Domestic Data Pooling Overage (per MB) $0.02 / MB Set-up Service Fee $40.00 one-time charge per SIM (subject to change without notice) 1 = All Hardware Subsidies for Subsidized Plans are subject to change without prior notice. 2 = Unsubsidized (BYOD) Plans do not automatically apply to a Line with a Subsidized Device that has reached the end of its Line Term. Agreement #: 00484334.0 Version: May 15, 2016 Page 12 of 25 2016 Rogers Communications DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3
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Hardware and Software Requirements
Wi-Fi Calling enables the Customer end-user to use a compatible Rogers Device to make and receive phone calls, and send and receive messages, over a Wi-Fi Network. This means the Customer end- user would still be able to call and text even in areas where the Rogers Wireless Network coverage is limited, such as office buildings, factories and plants, as long as the device is configured to use a Wi-Fi connection. The end- user needs to enable Wi-Fi Calling on their compatible Rogers Device, accepting the Terms & Conditions and registering an emergency 9-1-1 address for emergency calls. There is no additional fee to use this feature and, in most cases, when Wi-Fi Calling is enabled and the end-user has access to both Wi-Fi Calling and a mobile network, the device will automatically default to use Wi-Fi Calling. This applies both when the end-user is within Canada and when roaming outside of Canada. A list of eligible devices and more details about this feature are available at www.rogers.com/wificalling. If the Customer end-user uses Wi-Fi Calling while outside of Canada, the following will be deducted from the wireless plan without incurring any long distance or roaming charges: . Incoming calls and text messages received from anywhere in the world · Outgoing calls and text messages made or sent to a Canadian number Agreement #: 00484334.0 Version: May 15, 2016 Page 14 of 25 2016 Rogers Communications DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3 Roaming and/or long distance charges will vary depending on the roaming option the Customer has on the account. If the Customer has Roam Like Home, outgoing Wi-Fi Calling calls or text messages made to a non- Canadian number will trigger the Roam Like Home daily charge. If the end-user has already incurred this charge, then all outgoing Wi-Fi Calling calls, and text messages made or sent during the period for which the charge was incurred will be covered under the initial Roam Like Home charge. If the Customer has Flex Roaming, all outgoing Wi-Fi Calling calls and text messages to a non-Canadian number will be deducted from the tiers according to the country Zone. If the end-user exceeds the limit on a specific tier, overage rates outlined in the agreement will apply. IMPORTANT: WI-FI CALLING HAS DIFFERENCES AND UNIQUE LIMITATIONS OF 9-1-1 EMERGENCY SERVICES. PLEASE REVIEW ALL LIMITATIONS ON YOUR DEVICE WHEN YOU ENABLE THE FEATURE PRIOR TO ACTIVATION. IF YOU DO NOT AGREE, DO NOT ENABLE THE FEATURE. To learn more, please visit www.rogers.com/911.
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Miscellaneous Provisions and General Terms
Rogers Business Self-Serve (RBSS) is a secure and integrated online billing, payment, and reporting system based upon a J2EE/Oracle platform. It includes monthly billing information for the Customer's wireless services provided by Rogers, as well as permitting the Customer to automatically generate reports on a wide-range of wireless services (voice, data, SMS) provided by Rogers. RBSS is a versatile web-based online billing and reporting tool that is available at no charge to the Customer when the Corporate Share Plans are purchased. RBSS offers the Customer features including the ability to view or download invoices, make a payment, manage users and create groups, grant access to RBSS based on a group profile, create and download reports or cancel paper bills.
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Pricing and Quotes
Where the Customer is migrating to the Corporate Share Plans from another Rogers' wireless price plan, the Corporate Share Plans pricing will take effect on the first day of the Customer's next wireless billing cycle, unless otherwise indicated by Rogers, and any previously existing Customer price plans will be deleted and replaced in their entirety by the price plans of the Corporate Share Plans. Where the Corporate Share Plans pricing set out on the Product Quotation includes pricing elements that must be customized on Rogers' billing system prior to the Customer's Corporately Paid Lines being able to migrate or activate on such customized pricing, the Service Effective Date for the Corporate Share Plans shall be the date on which Rogers notifies the Customer that such customized pricing is available. Unless otherwise set out in the Product Quotation, Agreement #: 00484334.0 Version: May 15, 2016 Page 16 of 25 2016 Rogers Communications DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3 the Customer will not be eligible for any retroactive credit representing the difference between the Customer's previous pricing for their wireless services and the new Corporate Share Plans pricing.
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Fees, Expenses, and Invoicing
Where the Customer's pricing for Corporate Share Plan Services has been discounted, as reflected in the Product Quotation, such discounting is subject to the Customer attaining the Committed Number of Lines (as set out in the Product Quotation) by the Commitment Date and maintaining the Committed Number Lines for the duration of the Service Term for Corporate Share Plan Services. In the event the Customer does not attain or maintain the Committed Number of Lines, Rogers reserves the right to remove any such discounting on the Customer's existing Corporately Paid Lines and on any Corporately Paid Lines subsequently activated by the Customer.
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Scope and Deliverables
Services may from time to time be ordered by the Customer for use by any one or more officers or full time employees of the Customer (each an "Employee"), as applicable, by requesting to activate a Corporately Paid Line. The Customer acknowledges and agrees that it shall be liable for all amounts owing to Rogers for Corporately Paid Lines. To order Corporately Paid Lines, the Customer shall have the applicable authorized person, as set forth on the Customer's Rogers account details, submit to Rogers an activation request containing the information required by Rogers.
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Fees, Expenses, and Invoicing
An Economic Inducement Recovery Fee ("EIRF") applies if Rogers provided an Economic Inducement when the Line Term was agreed to, and if the Line is terminated prior to the end of the Line Term. The EIRF is equal to the amount of the Economic Inducement multiplied by the number of months remaining in the Line Term at the time of termination divided by the total number of months of the Line Term (plus applicable taxes). In other words, EIRF = amount of Economic Inducement x # months left in the Line Term + total # months in the Line Term + applicable taxes. The amount of the Economic Inducement is equal to the aggregated total of all credits provided (activation, conversion, renewal, or otherwise) and the Device Savings Recovery Fee (the "DSRF"), which is equal to the No Term Device Charge, less the amount the Customer paid for the Device at the time of activation. The parties acknowledge and agree that the Economic Inducement Recovery Fees are payable by the Customer when a Line is terminated prior to the end of the agreed upon Line Term as a genuine pre-estimate of liquidated damages and not as a penalty.
51
Agreements and Modifications
Unless otherwise stated, where an amount of EIRF waivers is set out in the Product Quotation, the Customer may deactivate such amount of Corporately Paid Lines during the Initial Service Term, (excluding porting activity) without paying the EIRF, provided that the number of active and eligible Corporately Paid Lines at the time such deactivation is requested by the Customer are equal to or greater than the Committed Number of Lines. Where the EIRF waivers are expressed in the Product Quotation as a percentage, such percentage is based on the Committed Number of Lines for Voice Only and for Voice and Data combined, rounded down to the nearest whole number, and exclude any Committed Number of Lines for Data Only.
52
Hardware and Software Requirements
All Devices purchased from Rogers is covered by the hardware manufacturer's original warranty. Upon request, the Rogers sales team will provide the Customer with up-to-date warranty information for the hardware. The risk of loss or damage to any Device shall pass to the Customer upon receipt at the Customer's premises. Title to any Device purchased outright from Rogers or subsidized via Rogers' device subsidy program shall pass to the Customer upon receipt at the Customer's premises. Customer acknowledges that rights in respect of trademarks, trade names, copyrights, patents and other intellectual property rights connected with the Devices do not pass to Customer. Agreement #: 00484334.0 Version: May 15, 2016 Page 17 of 25 @ 2016 Rogers Communications DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3
53
Fees, Expenses, and Invoicing
Where the Customer purchases a Device from Rogers and activates the Device on a Core Price Plan that is ineligible for hardware subsidy, the Customer will be charged the No Term Device Price then advertised at http://enterprise.rogers.com/en/products-plans/phones-devices, minus any promotional offers made by Rogers to the Customer at the time of purchase. Where the Customer purchases a Device from Rogers and activates the Device on a Core Price Plan that is eligible for Hardware Subsidy, the Customer will be charged the No Term Device Price then advertised at the website above, minus a fixed amount. The fixed amount by which the No Term Device Charge is discounted is subject to change by Rogers at any time, without notice to the Customer.
54
Hardware and Software Requirements
Unless otherwise stated in the Product Quotation, if a Corporately Paid Line chooses to upgrade its hardware Device prior to fulfilling its Line Term (but not before one month after the Device's activation), then a one-time charge for the applicable Line will apply for each month remaining in the applicable Line Term. This one-time charge is the amount of the DSRF remaining for the applicable Line Term, which will be calculated as follows: the DSRF divided by the number of months in the applicable Line Term, multiplied by the number of months remaining within the applicable Line Term. For example: $500.00 (DSRF) divided by 24 (number of months in the Line Term) = $20.83. This amount is then multiplied by 9 months (length of time remaining in the Line Term) = $187.50.
55
Hardware and Software Requirements
Where an amount of early hardware upgrade (pre-HUP) waivers is set out in the Product Quotation, the Customer may upgrade such amount of Corporately Paid Lines each year (the twelve (12) month period beginning on the Service Effective Date for the Corporate Share Plan Services) during the Initial Service Term, without paying the Early Hardware Upgrade amount set out above, provided that the Device associated with the Line in question has been active for a minimum of one (1) month, and provided that the number of active and eligible Corporately Paid Lines at the time such early hardware upgrade waiver is requested by the Customer are equal to or greater than the Committed Number of Lines. Where the pre-HUP waivers are expressed in the Product Quotation as a percentage, such percentage is based on the Committed Number of Lines for Voice Only and for Voice and Data combined, rounded down to the nearest whole number, and exclude any Committed Number of Lines for Data Only.
56
Fees, Expenses, and Invoicing
If the Customer chooses to downgrade a Line to a core price plan with a lower tier of hardware subsidy eligibility during the Line Term, then the Customer will be charged a one-time hardware downgrade fee. The downgrade fee is based on the difference between the DSRF at time of activation and the DSRF in the lower tier hardware category at the time the Device was activated. This downgrade fee will ultimately reduce the EIRF owed to Rogers. For example, if the DSRF received by the Customer at time of activation was $450 and the DSRF at time of activation in the lower tier hardware category would have been $300 then the difference between these two categories would be $150. If the Customer was 18 months into their 24 month Line Term, then the downgrade fee would be calculated as follows: $150 / 24 = $6.25 per month x 6 Months remaining for a total of $37.50. This $37.50 would reduce the total EIRF by the same amount.
57
Pricing and Quotes
The One-Time Activation Credit will be applied on net new activations of eligible Corporately Paid Lines that occur within three (3) months of the Service Effective Date of the Corporate Share Plan Services, or such other Expiry Date as may be set out on the Product Quotation. In the event that the Customer terminates or suspends Services on a Line for which a One-Time Activation Credit was granted prior to the end of the Credit Recovery Period, Rogers reserves the right to recover a pro-rated portion of the One-Time Activation Credit, as part of any EIRF to which Rogers is entitled. The pro-rated amount will be calculated by dividing the One-Time Activation Credit amount by the number of months in the Credit Recovery Period, and then multiplying that amount by the number of months remaining in the Credit Recovery Period for the applicable Line at the time of termination/suspension. One-Time Activation Credits cannot be applied to Corporately Reimbursed Lines, Individually Paid Lines or to Data Only Lines, unless otherwise set out in the Product Quotation. The amount of the One-Time Activation Credit quoted in the Product Quotation is after applicable taxes. Agreement #: 00484334.0 Version: May 15, 2016 Page 18 of 25 @ 2016 Rogers Communications DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3
58
Termination and Renewal
The One-Time Renewal Credit will be applied on renewals of eligible Corporately Paid Lines that occur within twelve (12) months of the Effective Date of the Corporate Share Plan Services, or such other Expiry Date as may be set out on the Product Quotation. Corporately Paid Lines are eligible for the One-Time Renewal Credit only if they have not received an activation, renewal or retention credit within the previous eighteen (18) months. In the event that the Customer terminates or suspends Services on a Line for which a One-Time Renewal Credit was granted prior to the end of the Credit Recovery Period, Rogers reserves the right to recover a pro-rated portion of the One-Time Renewal Credit, as part of any EIRF to which Rogers is entitled. The pro-rated amount will be calculated by dividing the One-Time Renewal Credit amount by the number of months in the Credit Recovery Period, and then multiplying that amount by the number of months remaining in the Credit Recovery Period for the applicable Line at the time of termination/suspension. One-Time Renewal Credits cannot be applied to Corporately Reimbursed Lines, Individually Paid Lines, or to Data Only Lines, unless otherwise set out in the Product Quotation. The amount of the One-Time Renewal Credit quoted in the Product Quotation is after applicable taxes.
59
Reports and Documentation
Actual billed rates for data usage may vary from those quoted as a result of, without limitation, rounding, minimum message length, and usage patterns. All usage is rounded up to the next highest increment (MB, minute, etc.). Customer agrees that, to the extent there is any dispute as to the amount of data transmitted to and from a Rogers SIM card in a particular period of time, then the amount of data transmitted as calculated by Rogers' systems and verified by the call detail records (CDRs) from such systems shall govern.
61
Miscellaneous Provisions and General Terms
Canadian, United States and International Long Distance will be charged in increments of sixty (60) seconds, rounded up to the nearest minute on a per call basis.
63
Scope and Deliverables
Additional service details and additional plans and features that the Customer may purchase from Rogers are set out at rogers.com/business, subject to certain eligibility requirements. The Customer's discount, if any, does not apply to these additional plans and features.
64
Miscellaneous Provisions and General Terms
The Services will be provided to Customer using the Rogers Wireless Network within the area that Rogers provides the Services (which area may be enlarged or reduced in scope from time to time by Rogers in its sole discretion). The Customer acknowledges that the geographic areas within which Rogers provides different Services may vary. Customer acknowledges and agrees that Rogers reserves the right in its discretion and without notice to Customer, from time to time to make changes in any aspect of the Rogers Wireless Network. In addition to Rogers' rights set forth in the Agreement, Rogers shall have the right to suspend all or part of the Services or access to the Services immediately if Rogers reasonably suspects or determines that there is a malfunction, abuse, incorrect configuration or use of the Devices, Customer Equipment, the Services, the Third Party Services, or the Rogers Wireless Network. Customer agrees that, to maintain or improve service, or for other business reasons, Rogers may at its sole discretion modify or temporarily restrict or suspend all or part of the Services without notice. Agreement #: 00484334.0 Version: May 15, 2016 Page 19 of 25 2016 Rogers Communications DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3 Customer acknowledges that the Services are subject to transmission limitations caused by atmospheric or topographical conditions or equipment failures beyond the reasonable control of Rogers. The Services may be temporarily refused, interrupted or curtailed due to governmental regulations or orders, system capacity limitations or equipment modifications, upgrades, reallocations, repairs, maintenance and similar activities necessary for the proper operation of the Services.
65
Agreements and Modifications
LSE CORPORATE This Master Software as a Service Agreement ("Agreement") is effective on 01 June 2023 ("Effective Date"), between Refinitiv Limited (the "Customer"), a company registered in England and Wales whose registered office is at 5 Canada Square, London E14 5AQ and OTCStreaming Limited, a Limited Company with offices at Michelin House, 81 Fulham Road, London SW3 6RD (the "the Supplier").
67
Miscellaneous Provisions and General Terms
(A) The Supplier owns or otherwise has the right to provide certain hosted software programs and related support services. The parties desire to enter into this Agreement to establish the provision of the Supplier's services pursuant to the Agreement terms and conditions. (B) In consideration of the mutual obligations set forth in this Agreement, the parties agree as follows:
68
Contractual Definitions and Interpretations
1.1. The definitions and rules of interpretation in this clause 1 apply to this Agreement. "Acceptance Test" has the meaning given in clause 6.1. "Acquired Affiliate" has the meaning given in clause 4.2(ii). "Affiliate" means in relation to a party, any company, partnership or other entity which from time to time Controls, is Controlled by or is under the common Control with that party where "Control" means, in relation to a body corporate, the power of a person to secure that the affairs of that company are conducted in accordance with that person's wishes either: (a) by means of the holding of shares or the possession of voting power in relation to that or any other body corporate; or (b) as a result of any powers conferred by the articles of association or other document regulating that or any other body corporate. "Agreement" means these terms and conditions of this master software as a service agreement which include the preamble, the attached exhibits, appendices and annexes, together with any incorporated documents (and, as the context requires, shall include the same as they are incorporated into any Order Form in conjunction with the terms of such Order Form). "Anti-Corruption Laws" means all anti-bribery, anti-corruption and/or anti-money laundering related provisions in criminal and anti-competition laws and/or anti-bribery or anti-corruption laws of the jurisdiction in which the Supplier provides, or the Customer receives, the Services. "Applicable Laws" means all applicable laws, legislation, regulations, statutes, statutory instruments, regulations, edicts, bye-laws or directions or guidance from government or governmental agencies or any Regulators, which have the force of law whether local, national, international or otherwise existing from time to time in which the Supplier provides, or the Customer receives, the Services. "Audit Parties" has the meaning given in clause 22.4(ii). "BCP" has the meaning given in clause 2.3. "Comparable Subscription Service" has the meaning given in clause 4.1 (ii). "Confidential Information" means all information of a confidential nature in the disclosing party's possession or control, whether created before or after the Agreement has been entered into by the parties, whatever its format and whether or not marked "confidential", including the existence and terms of the Agreement and negotiations relating to it, but not including information which is or comes into the public domain through no fault of the other party, was already lawfully in the other party's possession or comes into the other party's possession without breach of any third party's confidentiality obligation to the disclosing party, or is independently developed by or on behalf of the other party. Confidential Information shall also include the Customer Material in the case of the Customer. "Consents" means all approvals, consents, licences, permits, permissions and authorisations required from any government or similar body or any regulatory authority or any other third party. "Consultancy Service" means the consultancy services (if any) provided by the Supplier with respect to the Subscription Service, in accordance with the Consultancy Service Exhibit. "Consultancy Service Exhibit" means the Exhibit attached to this agreement which provides details of the Consultancy Service. "Continuation Services" has the meaning given in clause 22.6(ii). CORPORATE DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 "Customer Data" means any information, text, data, drawings, statistics, analysis, records or materials of whatever nature and embodied in any form (including any Personal Information) relating to the business, customers, employees or other activities of the Customer and/or its Affiliates and/or any Service Recipient, and which may be supplied or made available by the Supplier, the Customer and/or any Service Recipient, agents, customers, suppliers, contractors and outsourced service providers, to the Supplier or which the Supplier (including any Supplier Affiliates and/or any Sub-Contractors) generates, collects, processes, stores or transmits in connection with this Agreement and/or any Order Form. "Data Protection Laws" means all applicable laws relating to the processing, privacy and security of Personal Information, including, without limitation, the EU General Data Protection Regulation 2016/679 (the "GDPR"), the UK GDPR, the Data Protection Act 2018, the EU Privacy and Electronic Communications Directive 2002/58/EC and the California Consumer Privacy Act of 2018, and all other applicable international, regional, federal or national data protection laws, regulations and regulatory guidance, as may be amended or superseded from time to time. "Divested Entity" means any entity that ceases to be an Affiliate of the Customer as a result of a sale or transfer of shares, assets or business or otherwise after the date of the Agreement. "Divestment" means any divestment or sale of an Affiliate of the Customer (whether in whole or in part) and/or any assets of the Customer group whether by share sale, business sale or otherwise which use or require the Services. "Deliverable" means any items in any form which are to be produced and/or delivered to the Customer in connection with and/or as outputs of the Services. Each Deliverable may consist of all or any combination of Customer Materials, Supplier Materials and/or Third Party Materials. "Documentation" means all: (i) materials, regardless of media, that explain or facilitate the use of the Subscription Service, including, without limitation, user manuals, standard operational manuals or instructions, training materials, programming manuals, system manuals, and specifications; (ii) written proposals and representations made by the Supplier to the Customer regarding the functioning of the Subscription Service; (iii) the Supplier's and third party developer's published literature regarding the Subscription Service; (iv) specifications developed specifically for the Customer; and (v) any other specifications for, or descriptions of, the Subscription Service that are appended to or referenced in an Order Form. "Force Majeure Event" means any event beyond the reasonable control of the affected party and unknown to the affected party (and, in the case of the Supplier, could not have been reasonably foreseen and planned for by following Good Industry Practice) at the date that the Agreement is entered into, including, without limitation, acts of God, war, riot, civil commotion, malicious damage (but excluding malicious damage involving the employees of the Affected Party or its sub-contractors), compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood or storm and cannot be circumvented through the use of alternate sources, workaround plans or other means but excluding: (a) strikes, lock-outs and labour disputes involving the employees of the Affected Party or its sub-contractors; (b) or any circumstances which are deemed to be a disaster in accordance with the BCP. "Good Industry Practice" means the exercise of the highest degree of skill, care, diligence, judgement, prudence, efficiency, foresight and timeliness which would reasonably be expected from highly skilled, experienced and leading producers of services similar to the Services. "Indemnified Party" has the meaning given in clause 14.1. "Initial Term" has the meaning given in clause 22.1. "Insolvency Event" means in relation to either party: (i) the party taking any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring); (ii) being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring); (iv) having a receiver appointed to any of its assets or ceasing to carry on business; (v) suspending or threatening to suspend, or ceasing or threatening to cease to carry on all or a substantial part of its business; (vi) anything equivalent to any events or circumstances stated in (i) to (v) inclusive occurring in any applicable jurisdiction. "Intellectual Property Rights" means intellectual property rights including, but not limited to: (i) rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including goodwill associated with any trademarks or trade and business names), copyright and related rights, moral rights, databases, domain names, semi- conductor and other topography rights and utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection of a similar nature or having similar or equivalent effect which may subsist anywhere in the world now existing or hereafter arising; (ii) rights in the nature of unfair competition; (iii) rights to sue for passing off and for past infringement; and (iv) trade secrets, confidentiality and other proprietary rights, including rights to know how and other technical information. "Losses" means any and all losses, claims, actions, demands, damages, judgments, settlements, costs, proceedings, and other liabilities of any kind as well as expenses, including legal and other professional fees and expenses. "New Subscription Services" has the meaning given in clause 2.2. :selected: CORPORATE DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 "Open Source Code" means any software code that contains or is derived in any manner (in whole or in part) from any software that is distributed as free software, open source software, shareware or similar licensing or distribution models; "Order Form Effective Date" means the date specified as such in the relevant Order Form or, if no date is specified, the date of the last party's signature to the Order Form or as may be otherwise agreed between the parties in writing. "Order Form Term" means the period the Order Form is in full force and effect as calculated from the Order Form Effective Date until the expiry or termination of the Order Form (as applicable). "Order Form" means a separate ordering document which shall be subject to and which shall incorporate the terms of this master software as a service agreement and which describes, inter alia, the Services, timetable, pricing and other specific terms applicable to the provision of such Services and entered into by the parties in accordance with clause 7. A template Order Form is set out in the Order Form Exhibit. "Outsourcer" means a third-party engaged by the Customer to provide it data processing, facilities management, systems integration, systems development, telecommunications, or related services. "Personal Information" means any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or by one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person including Sensitive Personal Information. "Permissible Users" means all employees, agents, consultants, customers, contractors, Outsourcers, Service Recipients and other individuals authorized and enabled by the Customer and/or Customer's Affiliates, are entitled to Use the Software and Documentation "Purchase Order" means an approved purchase order authorized through the Customer's payment requisition system in line with the Customer's financial approval processes. "Regulatory Change" has the meaning given in clause 23.3. "Renewal Term" has the meaning given in clause 22.1. "Representatives" has the meaning given in clause 15.3. "Restricted International Transfer" means a transfer of Personal Information to or by the Supplier or any Sub-processor: (a) from a country which has Data Protection Laws which impose restrictions on extra-territorial transfers of Personal Information; and (b) to a country which does not provide an adequate level of protection for Personal Information as required by the Data Protection Laws of the country of export. "Sanctions Laws" has the meaning given in clause 2.6. "Security Breach" means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data transmitted, stored or otherwise processed by the Supplier or its Sub-Contractors. "Sensitive Personal Information" means any Personal Information that requires additional protection under Data Protection Laws as a result of its sensitive nature, including information concerning an individual's racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, physical or mental health, sex life or orientation, criminal convictions and offences, financial account numbers, account passwords or voice mail access codes, medical records, biometric and genetic information, date of birth and government-issued identification numbers (such as U.S. Social Security numbers or other national insurance or identification numbers, driver's licence numbers and passport numbers). "Service Failure" has the meaning given in clause 8.4. "Service Levels" means the service levels specified in the Subscription Service Level Agreement and Support Exhibit. "Service Recipient(s)" means: (i) the Customer; (ii) any Affiliate of the Customer (as the same may change from time to time); (iii) any third party service providers of the Supplier or its Affiliates who require access to the Services in order to provide their goods and/or services to the Customer and/or any of its Affiliates; (iv) any Divested Entity; (v) the employees, directors, agents and contractors of any of the foregoing; and/or (vi) any additional service recipient(s) set out in an Order Form or otherwise designated in writing by the Customer and/or its Affiliates. "Services" means any or all of the services ordered under this Agreement and/or any Order Form and which may include: (i) the Subscription Service; (ii) the Support Service; and/or the Consultancy Service. "Software" means the software programs included in the Subscription Service. "Standard Contractual Clauses" means in respect of a transfer: (i) originating from an exporting Controller established within the European Economic Area, and going to a Controller located outside the EEA, then references to Standard Contractual Clauses shall be read as reference to Module 1 of DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE the standard contractual clauses which are the subject of Commission Implementing Decision (EU) 2021/914 of 4th June 2021 as such clauses are set out at Annex 1 and completed by the information found at the Appendix to Annex 1 (Standard Contractual Clauses) to this Agreement; or (ii) originating from a Data Exporter Controller established in the United Kingdom and being made to an importing Data Controller outside of the UK, then references to Standard Contractual Clauses shall be construed as reference to the Standard Contractual Clauses adopted pursuant to the European Commission's decision (2004/915/EC) of 27 December 2004, or, if such clauses cease to be approved for international Personal Data transfers pursuant to the GDPR or UK GDPR (as applicable), such other terms as may be approved by the European Commission or UK Information Commissioner (as applicable) in respect of transfers of Personal Data from time to time; "Sub-Contract" means any contract between the Supplier or its Affiliate and any third party for services or deliverables which may comprise the Services or any part of them. "Sub-Contractor" means an approved sub-contractor of the Supplier or its Affiliates under a Sub-Contract and including those sub-contractor entities listed in a relevant Order Form. "Subscription Commencement Date" means the date on which the Subscription Service has been accepted by the Customer in accordance with clause 6. "Subscription Enhancement" means an improvement in functionality or performance of the Subscription Service. "Subscription Fees" means the fees agreed to be paid by the Customer in connection with the Subscription Service for the duration of the Subscription Period. "Subscription Period" means the period identified in an Order Form during which the Customer is entitled to use the Subscription Service. Unless otherwise specified in an Order Form, the Subscription Period shall begin on the Subscription Commencement Date. "Subscription Service" means the online services provided by the Supplier via [http://www.refinitiv.otcstreaming.com] and/or other designated websites and which includes all underlying Software, as well as Subscription Enhancements and Subscription Updates and all training, installation and configuration, but which excludes any Support Service and/or any additional Services ordered under this Agreement as identified in an Order Form. "Subscription Updates" mean releases that either remedy deficiencies or improve operating performance without altering or adding to the basic functionality of the Subscription Service. "Support Service" means the maintenance and technical support services provided by the Supplier with respect to the Subscription Service, in accordance with the Support Service Policy. "Support Service Policy" means the Supplier's policy for providing maintenance and technical support in relation to the Subscription Service as set out in the Subscription Service Level Agreement and Support Exhibit attached to this Agreement. "Term" is the period the Agreement is in full force and effect as described in clause 22.1. "Termination Assistance" has the meaning given in clause 22.6(iii). "Termination Assistance Period" means such period of time up to twelve (12) months from a date specified by the Customer in writing for the Supplier to provide Termination Assistance. "Trial" has the meaning given in clause 2.2. "UK GDPR" means the GDPR as transposed into the national law of the United Kingdom through the operation of section 3 of the European Union (Withdrawal) Act 2018 as may be amended or superseded from time to time. "VAT" means value added tax chargeable pursuant to Applicable Law(s), together with any similar applicable national sales tax in any relevant jurisdiction. 1.2. Clause, exhibit and paragraph headings shall not affect the interpretation of this Agreement and/or any Order Form. 1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4. Any references to clauses, paragraphs and exhibits are to the clauses, paragraphs and exhibits of this Agreement. 1.5. If this Agreement or any Order Form is translated and there is any conflict, ambiguity or inconsistency between the English language version and the translated version, then the English version shall prevail. 1.6. Words in the singular shall include the plural and vice versa. 1.7. A reference to a statute, statutory provision, legislation or regulation is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE 1.8. Where the words "include(s)", "including" or "in particular" are used in the Agreement and/or any Order Form, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them and other general words shall not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of acts, matters or things. 1.9. Any restriction or obligation in the Agreement and/or any Order Form on the Supplier not to do something includes an obligation not to agree, allow, permit or acquiesce to that thing being done by any Affiliate or any of its Sub-Contractors. 1.10. A reference to the Customer's right or entitlement to enforce a right shall, where the context permits, also mean that an Affiliate of the Customer is entitled to that right or to enforce that right. For the avoidance of doubt, all Service Recipients are permitted to use, receive and benefit from the Services and Deliverables (and licence grants) provided under this Agreement and/or any Order Form by or on behalf of the Supplier. 1.11. If there are any inconsistencies, conflicts or differences between the parts of this Agreement or an Order Form, then the following descending order of precedence shall apply: (i) the DPE; (ii) the main body of this Agreement; (iii) all other Exhibits; and (iv) the Order Form (unless expressly provided otherwise in the applicable Order Form). 1.12. Subject always to clause 23.3, the terms of this Agreement and any Order Form shall apply to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 1.13. The term "remedy" or "remedied", in relation to any breach or default by the Supplier, shall include a requirement for the Supplier to correct all the operational, technical, practical and management problems for which it is responsible under this Agreement and/or any applicable Order Form that that led to the breach or default. In doing so, the Supplier will also ensure that any similar breach or default is unlikely to occur in the future.
69
Procurement and Legal Information
(i) The scope and additional terms of an order for Services or an engagement will be included in an Order Form. Each Order Form must be accompanied by a Purchase Order as a prerequisite to payment. The Supplier shall reject all Order Forms or other requests for Services until and unless it receives a corresponding purchase order. Order Forms submitted without purchase orders are non-binding. (ii) The Supplier shall provide the Services on the terms and conditions of the Agreement and the relevant Order Form. Unless otherwise specified in an Order Form, all Service Recipients may receive the benefit of the Services. 5.2. Each Order Form Distinct. Each Order Form gives rise to a separate and distinct agreement under this Agreement. 5.3. Affiliate Order Forms. Customer Affiliates may enter into an Order Form with the Supplier pursuant to this Agreement. A Customer Affiliate that enters in to an Order Form will be considered "the Customer" for the purposes of that Order Form and such Customer Affiliate alone shall be liable for its own obligations under such Order. Customer Affiliates may only amend, modify or change the terms of this Agreement to the extent that they specifically apply to their Order Form. 5.4. Non-exclusivity; No Minimum Purchase Commitment. The Customer may purchase the same or similar services as those purchased under this Agreement and/or any Order Form from any third party at any time. Further, the parties agree that no minimum purchase commitment exists and that no Agreement and/or Order Form obligations are contingent upon certain revenue, volume and/or staffing levels. DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE
73
Completion and Acceptance Criteria
6.1. Acceptance Test. The Customer or its designees may conduct a multi-phase acceptance testing process (including but not limited to testing in the Customer's production environment) for the purpose of determining whether the Subscription Service performs in accordance with, or otherwise meets, the relevant Customer requirements (each such test being an "Acceptance Test"). The Acceptance Test will last for thirty (30) consecutive days unless otherwise agreed by the parties in writing. During the Acceptance Test period, the Customer or its designees are entitled to use the Subscription Service as they may deem appropriate, including use of the Subscription Service for their commercial purposes, which will not constitute acceptance of the Subscription Service. 6.2. Subscription Service Acceptance. The Customer may accept the Subscription Service by providing the Supplier with a written certificate of acceptance. The Customer's determination as to whether or not the Subscription Service meets the Customer's requirements will be made in the Customer's sole discretion. 6.3. Acceptance Test Failure. If the Customer determines that the Subscription Service fails to meet the Customer's requirements during the Acceptance Test, the Customer is entitled to: (i) extend the Acceptance Test for a specified period of time, during which time the Supplier will correct the nonconformity; (ii) terminate the Order Form and any related Order Forms. The Supplier agrees to promptly refund to the Customer all amounts for terminated Order Forms, including but not limited to any implementation or configuration costs; or (iii) elect to retain the Subscription Service in their non-conforming condition, subject to the parties' agreement on a price that fairly reflects the Subscription Service condition.
74
Technical Support and Services
9.1. Initial Training. The Supplier will, upon the Customer's request, initially train the Customer's personnel on full use of the Subscription Service. The Supplier will conduct training at a site and at times agreed upon by the parties and as described in an Order Form. Unless provided otherwise in the Order Form, the Supplier will provide the training at no charge to the Customer. 9.2. Additional Training. The Supplier will provide additional training at sites and at times agreed upon by the parties. The additional training will be at the Supplier's standard rates minus any discounts the Customer is entitled to under this Agreement or otherwise. 9.3. Materials. For the Customer's internal business purposes, the Customer is entitled to reproduce and distribute all written or electronic course materials provided by the Supplier. 9.4. Cancellation. The Customer may cancel a specific training program at any time prior to the day on which it was to have begun. The parties will cooperate in good faith to reschedule the program, and if the termination occurred less than fifteen (15) calendar days prior to the scheduled event only, the Customer will pay the Supplier the fee provided in the Order Form, save that the Customer may apply 100% of such payment against the cost of any future Order Form. At all times, the Supplier has the duty to mitigate and the Customer's payment (if any) will be offset by the Supplier's mitigation.
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Technical Support and Services
10.1. Support. The Supplier will provide Support in accordance with this Agreement and Support Exhibit. 10.2. Availability and Term Length. The Supplier will ensure that Support is fully available for the duration of the Subscription Period. 10.3. Support Pricing. Support pricing is included in the Subscription Fees.
78
Pricing and Quotes
11.1. Pricing. The Customer shall pay: (i) the Subscription Fees; and (ii) the fees in respect of any additional Services purchased by the Customer and/or any Service Recipient under this Agreement (including any Consultancy Service and/or Support Services), in accordance with the payment or pricing schedule contained in an Order Form, subject to there being a Purchase Order. 11.2. Where the Supplier's charges are calculated on a fixed-fee basis, the total price payable by the Customer and/or any Customer Affiliate for the Services shall be the amount set out in the applicable Order Form and the Supplier alone will bear any overages or additional costs. The only exception is where the parties have agreed to this through the change control process or the Supplier has obtained the Customer's prior written consent to any additional charges. 11.3. No adjustments to the fees will be made for currency exchange rates, inflation factors, or other pricing impacts. In no case will the Subscription Fee increase during a Subscription Period or during each successive 12-month contract year. Thereafter, where price increases are allowed, Supplier's prices to Customer will not increase by greater than 2% per 12-month contract year from the Effective Date (or anniversary thereof) until the end of the relevant Subscription Period. DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE In the event of a proposed price change, Supplier will provide to Customer 180 days' prior written notice and the justification for the price increase, which price increase must be mutually agreeable and documented in an Order. 11.4. Additional Discounts. The Supplier will promptly inform the Customer of all quantity and other discounts, price reductions, and promotions available from the Supplier for which the Customer (including any Customer Affiliate) is or may become eligible. 11.5. No Additional Charges. The fees set out in an Order Form are fully inclusive for the Services and unless otherwise expressly agreed to in an Order Form in each case, no other charges or costs shall be payable by the Customer or any Service Recipient to consume the Services or to otherwise exercise any right under this Agreement and/or any Order Form.
79
Fees, Expenses, and Invoicing
12.1. Invoicing. The Supplier will invoice the Customer within 120 days following the Customer's acceptance of the Subscription Service and the Supplier's invoice must identify the Subscription Service, the Customer's Order Form number, the Customer's Purchase Order details, and payment amount due. The Customer is relieved of its payment obligations for invoices not received within 120 days following the Supplier's delivery of the Subscription Service, or not submitted in accordance with the requirements of this clause 12.1. 12.2. Payment Terms. Provided that the Customer submitted a valid Purchase Order, the Customer agrees to pay each undisputed invoice (that is linked to a valid Purchase Order) that is properly due and correctly submitted. Payment will be within 60 days of the Customer's official receipt of such invoice to the Supplier's nominated bank account. The Customer will not pay additional fees for the use of any payment method. 12.3. Taxes. Prices (including the Subscription Fee) do not include any VAT, sales, use, excise, transaction, or other similar taxes. If such taxes are applicable, the Supplier will separately state them on the invoice at the applicable rate. However, if the Customer provides the Supplier with a direct pay permit number, then the Customer will pay the applicable taxes. The Customer has no obligation to pay any taxes or fees that are: (i) based on the Supplier's (a) federal, state and local income taxes; (b) payroll, employment and self-employment taxes of any kind, and (c) contributions imposed or required for social security, national insurance, medical insurance, or other applicable laws, rules or regulations with respect to the Supplier's performance of this Agreement or its personnel; (ii) franchise taxes or other taxes based on the Supplier's corporate existence or status; (iii) due in whole or in part because of any failure or delay by the Supplier or its agents to file any return or information required by law, rule, or regulation; or (iv) retroactive or withholding taxes assessed by a non-United States jurisdiction. The Supplier will, upon written request of the Customer, furnish statements of taxes and assessments for which the Customer is responsible and the Supplier has paid. 12.4. Currency. All invoices and payments for Order Forms will be in the currency described in the respective Order Form. 12.5. Electronic Transaction Processing. Supplier acknowledges that purchase orders, orders, invoices and payments may be managed through a third-party electronic transaction processing tool selected by Customer. Supplier will comply with Customer's processes with regard to such tool and agrees that Supplier is responsible for establishing and maintaining its relationship with the third party, including all expenses related thereto, where applicable. 12.6. Self-billing. At Customer's option, and where permitted by applicable legislation and regulation, Supplier agrees to participate in a self-billing program whereby Customer will prepare Supplier's invoices on behalf of Supplier. Supplier will enter into any separate self-billing agreement as Customer may reasonably require. 12.7. Set-Off. Each party may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other party under the Agreement and/or any Order Form against any amounts payable by it to the other party under the Agreement and/or any Order Form.
80
Miscellaneous Provisions and General Terms
The Supplier agrees to maintain insurance with financially sound and reputable insurance companies in such amounts and against such risks as is customarily carried by responsible companies/firms in the Supplier's industry engaged in similar businesses and in similar geographic areas. At a minimum, during the Term, the Supplier agrees to maintain the following insurance levels per occurrence: (i) Workers Compensation at statutory limits, (ii) Employers Liability at GBP 5,000,000, (iii) Comprehensive General Liability at GBP 2,000,000, (iv) Professional (Errors & Omissions) Liability at GBP 500,000, (v) Cyber coverage (including Network Security and Privacy Liability) at GBP 1,000,000 (or comparable amounts in other currencies). If the Customer reasonably requests, the Supplier agrees to provide the Customer with a summary of its insurance coverage or a copy of a certificate of insurance as it relates to providing the Subscription Services to the Customer. Neither the existence of nor the assent by the Customer to the types or limits of insurance carried by the Supplier will be deemed a waiver or release of the Supplier's liability or responsibilities under this Agreement and/or any Order Form.
85
Miscellaneous Provisions and General Terms
Neither party will be liable to the other for a failure to meet obligations due to a Force Majeure Event, so long as the non-performing party makes commercially reasonable efforts to resume performance as soon as possible. The party claiming excusable delay due to a Force Majeure Event will immediately inform the other party in writing. If the party claiming excusable delay due to a Force Majeure Event is the Supplier, and the delay is reasonably expected to prevent the Supplier from delivering the Services to the Customer by the date specified on an Order Form, then the Customer is entitled to terminate the applicable Order Form without incurring any additional liability to the Supplier. If an excusable delay due to a Force Majeure Event prevents the Supplier from performing its Services' obligations and the delay is reasonably expected to prevent the Supplier from providing such Services for seven days or more, the Supplier will refund to the Customer all prepaid amounts for the Service during the Force Majeure Event. Nothing in this clause will be construed to limit the Customer's termination rights.
86
Termination and Renewal
22.1. Agreement Term. This Agreement is effective from the Effective Date, and will then continue in force until terminated by either party in accordance with its terms (the "Term"). 22.2. Order Form Term. Each Order Form is effective from the Subscription Commencement Date and shall continue in force for the duration of the Subscription Term. 22.3. Agreement Termination Without Cause. The Customer may terminate this Agreement upon 30 days' written notice to the Supplier. Notwithstanding the foregoing, this Agreement continues to govern any Order Form outstanding at the time of termination as if the Agreement had not been terminated. 22.4. Order Form Termination Without Cause. The Customer may terminate any Order Form, in whole or in part, upon 10 days' written notice to the Supplier. 22.5. Agreement / Order Form Termination With Cause. (i) Opportunity to Cure. The Customer may terminate the Agreement or any and all affected Order Forms immediately on written notice to the Supplier if: (a) the Supplier commits a material breach of the Agreement and/or any Order Form and (if such breach is remediable) fails to remedy that breach within 30 days of the Supplier being notified in writing of that breach; (b) the Supplier repeatedly breaches any of the terms of the Agreement and/or any order in sch a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement and/or the applicable Order Form; or (c) the Supplier fails to achieve the same Service Level on two or more occasions. A material breach includes the failure of the Supplier to provide the Services in compliance with Applicable Laws and/or the Customer's reasonable instructions, including in the event of a material change to any Applicable Laws in relation to which the parties are unable to agree required amendments to the Agreement and/or any Order Form within a reasonable period. (ii) The Supplier may, at its option, terminate the Agreement and/or an applicable Order Form immediately on written notice to the Customer if the Customer commits a material breach of the Agreement and/or an Order Form and (if such breach is remediable) fails to remedy that breach within 30 days of the Customer being notified in writing of the breach. (iii) Termination of an Order Form does not affect the parties' obligations that have accrued prior to the Order Form termination. (iv) Cross-Termination Rights a. Where a termination right arises for the Customer pursuant to the Agreement and/or any Order Form, the Customer will, without prejudice to its other rights and remedies, be entitled to terminate any or all of the other Order Forms at the same time as well as the Agreement, in each case whether in whole or in part, at the Customer's sole determination. b. Where a termination right arises for the Customer pursuant to the Agreement and/or any Order Form as a whole, the Customer may instead terminate any element of the Agreement and/or an Order Form and/or any of the Services (as determined by the Customer in its sole discretion). (v) Other Termination Rights. The Customer may terminate the Agreement and/or any or all Order Forms immediately upon written notice following an Insolvency Event; 22.6. Effect of Termination. (i) In the event the Customer terminates an Order Form for any reason, the Customer is entitled to a pro-rata refund of all fees paid in respect of such terminated Order Form, provided that where the Customer terminates :selected: DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE an Order Form for convenience pursuant to clause 22.4 the Customer will pay for all Services rendered and (if applicable to an Order Form) reasonable expenses incurred up to the date of termination of that Order Form. (ii) Notwithstanding the expiry or termination of this Agreement and/or any Order Form for any reason, where the Customer requests in writing, the Supplier shall continue to provide the Services in accordance with this Agreement and all Order Forms for such reasonable period up to twelve (12) months as it may take for the Customer or its designees to assume the provision of the Services (the "Continuation Services"). (iii) During the Termination Assistance Period, in addition to the provision of the Continuation Services, the Supplier will cooperate to transition the Subscription Services to the Customer or to a third party chosen by the Customer, and Supplier will promptly and fully answer all reasonable questions and provide all such information as is required by the Customer and/or their new service provider so as to enable a smooth transition of the Services back to the Customer or to the Customer's replacement supplier. Upon termination for any reason, and at the Customer's request, the Supplier agrees to transfer the most recent the Customer Data to the Customer or to a third party chosen by the Customer (the "Termination Assistance"). The transfer will be provided in a format acceptable to the Customer. The parties will amend the Order Form, specifying all details necessary with regard to the Termination Assistance to assure an orderly transition. (iv) The rates applicable to any Continuation Services and/or Termination Assistance shall not exceed those in the applicable Order Form. 22.7. Survival. Notwithstanding this Agreement and/or Order Form termination, those obligations which by their nature are intended to survive such expiration or earlier termination will survive any termination or expiration of this Agreement and/or Order Form and continue in full force and effect, including without limitation clause 14 (Indemnification), clause 15 (Confidentiality), clause 16 (Limitation of Liability), and clause 22 (Term and Termination). Additionally, all provisions of this Agreement and/or any Order Form shall survive the expiration or termination of this Agreement and/or any Order Form to the fullest extent necessary to give the parties the full benefit of the bargain expressed herein.
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Miscellaneous Provisions and General Terms
23.1. Independent Contractor Relationship. The parties agree that the Supplier is an independent contractor and not an employee, agent, fiduciary or partner of the Customer. Nothing in this Agreement or any Order Form is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name of or on behalf of or otherwise to bind the other in any way. 23.2. Assignment. The Supplier shall not assign, novate or otherwise transfer this Agreement and/or any Order Form to any person without the prior written consent of the Customer, provided that such consent shall not to be unreasonably withheld or delayed if the Supplier is seeking to assign all or any of its rights under this Agreement and/or any Order Form to an Affiliate of comparable financial standing. The Customer shall be entitled to assign, novate or otherwise transfer this Agreement and/or any Order Form, and its rights or obligations thereunder, or portion thereof, to any Affiliate, or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets without the Supplier's consent,. Any change in control or ownership of the Customer shall not affect any of the rights and obligations of either party under this Agreement. No fee shall be payable by the Customer or its assignee or sublicensee in connection with any assignment, transfer, delegation, subcontract, sublicense, or pledge of any licenses or any change in control or ownership of the Customer. 23.3. Change. Changes to this Agreement and/or any Order Form will not be binding on either party unless agreed in writing and signed by a duly authorized representative of each party, in advance of the change taking effect. In the event of any change in Applicable Law, or where a Regulator publishes new or updated guidance or Applicable Laws that require a change to the Services (including a change to an existing feature or control of the Services or a new service feature or control) ("Regulatory Change"), the Supplier may not unreasonably refuse to implement the Regulatory Change. If the Supplier does, for any reason, refuse to implement a Regulatory Change, or the parties cannot agree on how a Regulatory Change shall be implemented, the Customer may elect to terminate this Agreement and/or the relevant Order Forms in accordance with clause 22.5. No variation of the Agreement or any Order Form shall be valid unless it is in writing and signed by, or on behalf of, each of the parties. 23.4. Supervision and Audit Rights. (i) To the extent applicable, the authorised representatives of each party shall meet at regular intervals as required, for the purpose of discussing the extent to which the Services are being provided in accordance with the Agreement (and each Order Form), determining resolutions to any problems that may be identified in a co- operative manner and monitoring and managing such risk. The Supplier may invite such appropriate representatives from any Sub-Contractors as appropriate, and will procure that Sub-Contractors comply with any agreed resolutions. (ii) The Supplier shall (and shall procure that any Supplier Affiliate and/or Subcontractor shall), provide the Customer, each Customer Affiliate (and its or their internal and external auditors) and any Regulator (including DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE any representative or auditor of the Regulator) (each such entity or person(s) the "Audit Parties") on reasonable advance notice (save where otherwise required by a Regulator or to comply with Applicable Law, in which case no such notice shall be required to be provided), full and unrestricted access to their facilities, premises, appropriate personnel, devices, systems, networks, books, records and information (including financial information and data used for providing the Services) relating to the Services, consistent with regulatory requirements applicable to the Customer and any regulated Customer Affiliate that is relying on the Services, and for the purposes of assuring compliance with this Agreement and/or any Order Form and Applicable Laws (including with regard to security considerations and/or to verify that the Supplier's charges are accurate). The relevant Audit Party(ies) shall use reasonable efforts to minimise any disruptions to the Supplier's or the Supplier's Sub-Contractors business during any such visit. (iii) The Supplier shall: a. provide reasonable assistance with any audit and co-operate with the Audit Parties; b. if any audit reveals any breach by the Supplier of the terms of this Agreement and/or any Order Form, implement such remedial steps as may be agreed between the parties to prevent a repeat of the breach. The Customer shall be entitled to carry out a further audit within [3] months to verify that the breach has been appropriately remedied; and c. if an audit related to fees/charges discloses any discrepancy in invoices for services, promptly credit the Customer with the amount of any paid overcharge, or the Customer will promptly pay the Supplier for the amount of any undercharges, as the case may be. (iv) The Customer will bear the audit expense save where: a. monies owed to the Customer exceed 5% of the total amount paid by the Customer to the Supplier for the Services; or b. where the Supplier is found to be in breach; then whereby in each case the Supplier will pay for the cost of the audit(s). 23.5. Non-Waiver. Except as expressly provided in this Agreement and/or any Order Form, no delay in exercising or non- exercise by either party of any right, power or remedy provided by law or under this Agreement or any Order Form shall impair, or otherwise operate as a waiver or release of, that right, power or remedy. Any single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy. A waiver (which may be given subject to conditions) of any right or remedy provided under the Agreement and/or any Order Form or by law shall only be effective if it is in writing. It shall apply only to the party to whom it is addressed and for the specific circumstances for which it is given. It shall not prevent the party who has given the waiver from subsequently relying on the right or remedy in other circumstances. A party that waives a right or remedy provided under the Agreement or any Order Form or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 23.6. Notices. Any notice given by one party to another under the Agreement, shall be in writing and delivered by hand or by prepaid first-class or special delivery post to the address given at the start of this Agreement in all cases marked for the attention of the General Counsel with a copy to: Group Procurement at Procurement@lseg.com and Group Legal at Legal@lseg.com in relation to the Customer. Notices under the Agreement cannot be validly served by email. A notice is deemed given (a) if delivered by hand, on the day of receipt (unless received after 5:30pm in which case a notice is deemed given on the next working day); and (b) if sent by prepaid first-class post or special delivery, two working days after the date of posting. 23.7. Special U.S. Government Provisions. Unless exempt and only to the extent applicable, the Supplier agrees that it will comply with the terms of the Special U.S. Government Provisions Exhibit. 23.8. No Publicity. The Supplier and its Affiliates agree that they will not publicly refer to or otherwise use or allow the use of, the name, trade mark, logo, device, symbol or other similar items (whether registered or otherwise) of the Customer (or any of its Affiliates), or any other items misleadingly, confusingly or materially similar to the foregoing, unless the Supplier has obtained prior written consent from the Customer. The Supplier shall not make any press announcements or publicise the Agreement and/or any Order Form or their contents in any way without the Customer's prior written consent. Each party acknowledges to the other that nothing in this Agreement or any Order Form either expressly or by implication, constitutes an endorsement of any products or services of the other party (including the Services and Deliverables) and each party agrees not to conduct itself in such a way as to imply or express any such approval or endorsement. 23.9. Governing Law. This Agreement and each Order Form, and any dispute or claim arising out of or in connection with the same or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement and each Order Form or their subject matter or formation (including non-contractual disputes or claims). 23.10. Compliance With Laws. The parties will comply with all Applicable Laws, as they may change from time to time. 23.11. Remedies. Except as otherwise limited herein, the Agreement and Order Form rights and remedies are cumulative and in addition to any other remedies available at law or in equity. 23.12. Severability. If a court or competent authority with proper jurisdiction determines that a provision of this Agreement and/or any Order Form (or part of any provision) is invalid, void or unenforceable then that provision will be interpreted in a way to reflect as nearly as possible the original intentions of the parties that is valid under Applicable Law. If any provision or part provision is invalid, the rest of this Agreement and/or Order Form (as applicable) will remain effective to the full extent permitted by Applicable Law. 23.13. Counterparts. This Agreement and any Order Form may be signed in one or more counterparts and each counterpart will be considered an original agreement, but will not be effective until each party has executed at least one counterpart and, in respect of an Order Form, until there is a valid Purchase Order. All of the counterparts will together be considered one document. Each party may sign and deliver this Agreement and any Order Form by e-mail in counterparts or other appropriate electronic signature mechanism which will be binding. 23.14. Conflicts. In the event of any conflict between the terms and conditions set forth in this Agreement and any Order agreed upon by the parties, the terms and conditions of such Order, followed by that of the Agreement including any exhibits or attachments thereto, prevail so long as they reference the provisions of this Agreement with which they are inconsistent. Any preprinted terms on Customer's Order or on Supplier's quotation, acknowledgment, invoice, click- wrap license, shrink-wrap license or similar documents which conflict with this Agreement are deemed superseded by this Agreement. 23.15. Entire Agreement. This Agreement (including the Order Forms) is the entire agreement between the parties and supersedes all previous agreements, written or oral, between the parties with respect to this Agreement and Order Form's subject matter and cannot be modified except in a writing signed by the parties. 23.16. No Third Party Beneficiaries. (i) The parties acknowledge that, to the extent any Services are provided to any Service Recipient(s), the provisions of the Agreement and any applicable Order Form confer benefits on such Service Recipient(s). The parties further acknowledge that where any rights or benefits are conferred on any Affiliate(s) of the Customer pursuant to clause 1.10, and subject to the remainder of this clause 23.16, such rights or benefits are intended to be enforceable by such Customer Affiliate(s) by virtue of the Contracts (Rights of Third Parties) Act 1999. (ii) Other than as permitted by this clause 23.16, no person who is not a party to the Agreement has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The parties will not require the consent of any third parties in the event they wish to vary or terminate the Agreement (including any Order Form). By signing below, each party represents that it has read this Agreement, understands it, and agrees to be bound by it. Refinitiv Limited OTCStreaming Limited By: DocuSigned by: 77ABDA2CD67A4CD ... By: DocuSigned by: Philippe Donnat -2C90D60BB7C64FB ... Name: Debbie Lawrence Name: Philippe Donnat Title: Miss Date: June 21, 2023 Title: Mr Date: June 27, 2023 DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE
91
Miscellaneous Provisions and General Terms
· Template Order Form Exhibit · Subscription Service Level Agreement and Support Exhibit · Consultancy Service Exhibit · Customer Data Security Exhibit · Special U.S. Government Provisions Exhibit Customer Data Processing Exhibit · STANDARD CONTRACTUAL CLAUSES
92
Agreements and Modifications
ORDER FORM # Capitalised terms not defined herein have the meanings ascribed to them in the Agreement. 1. Description of Subscription Service and the Customer's Requirements (a) Subscription Service: i. Define performance and technical requirements ii. Describe required Supplier Software a. Subscription Updates b. Subscription Enhancements iii. Describe required Supplier Hardware iv. Describe required Supplier Hosting (b) Training: i. Date of Training; Time; Location; Room Set-Up Arrangements; Course Materials (provided by the Supplier or the Customer); Equipment the Supplier requests the Customer to provide; Maximum class size 2. Materials/Information/Resources Required Detail what material and/or information the Supplier may require the Customer to provide in order for the Supplier to adequately provide the Subscription Service and when this information must be delivered. 3. Deliverables and Pricing (a) Subscription Service: i. Delivery Date: ii. Subscription Fee: iii. Additional Fees (if applicable): iv. Subscription Period: v. User Type: vi. Number of User Subscriptions: vii. Additional User Subscription Fees (if applicable): (b) Documentation: (c) Training: (If not a fixed price agreement, state the assumptions on which the cost estimate is based and the method (including any minimums/maximums) by which the final cost will be determined.) 4. Required Privacy Information (a) Scope, nature, and purpose of personal data processing (e.g. location where services are provided such as countries where data is hosted at rest, countries where technical support is provided from, brief description of services): DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE (b) Types of personal information and categories of data subjects (e.g. email address, usage data linked to individuals, SSNs, dates of birth, financial account numbers, genetic or biometric information, etc .; and who that information relates to: TR employees, TR customers, TR suppliers or business partners, other groups.): (c) Sub-processors (with address) used by the Supplier: (d) the Supplier's Data Protection Officer (or equivalent) name, address and email: (e) Duration of processing: 5. Additional Warranties (a) Define if different from MSAAS; (b) Define specific performance incentives/payment reductions that apply to the Subscription Service; (c) Warranties of compatibility to third party products; 6. Reporting Requirements Define the Supplier's specific reporting requirements and expected delivery dates. (Examples) Implementation Plan 1 time 10 days after award of PO Monthly Reports Monthly 10 days after month end 7. Service Level Agreement The Service Level requirements are set out in the attached Subscription Service Level Agreement (SSLA) Exhibit. [Insert any additional Service Levels that may apply to the Subscription Service.] 8. Business Review Schedule Define the schedule and expectations for regular business reviews with the Supplier. 9. Notices In addition to the addresses specified in the Agreement, all notices or other communications must be in writing and delivered to the following addresses: Notices to the Customer must be sent to: < > Notices to the Supplier must be sent to: < > < > < > Attention: < > Email: < > < > Attention: < Email: > By signing below, each party represents it has read the Agreement, understands it, and agrees to be bound by it. [Insert LSEG legal entity] the Supplier By: SAMPLE FORM ONLY (Signature) By: SAMPLE FORM ONLY (Signature) Name: (Type or Print) Name: (Type or Print) Title: Title: (Type or Print) Date: (Type or Print) Date: DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE
93
Technical Support and Services
This Consultancy Service Exhibit sets forth the terms that apply to more complex services than those contemplated under the referenced Master Software as a Service Agreement ("Agreement"). Accordingly, the terms of this Consultancy Service Exhibit are intended to supplement and amend the terms of the Agreement with respect to the Consultancy Services, unless otherwise noted. 1. Definitions. 1.1. Work Product. "Work Product" means all inventions, improvements, processes, ideas, technologies, know-how, work product, concepts, software programs, computer language/code, compilations, documentation and other intellectual property, conceived, developed, or originated by Supplier (individually or jointly with Customer) in connection with any Services provided for Customer. 1.2. SOW. "SOW" or "Statement of Work" means a separate ordering document mutually executed by Customer and Supplier which incorporates the terms of the Agreement and which describes, inter alia, the Consultancy Services, timetable, pricing and other specific terms applicable to the provision of such Consultancy Services. 2. IP RIGHTS. 2.1. Deliverables. The Consultancy Services may contemplate providing Customer with Work Product related to the Services. Customer agrees to review the Work Product within a reasonable time of receipt. If Work Product isn't acceptable because it doesn't meet the agreed-upon specifications in an SOW, Customer will inform Supplier, and Supplier agrees to correct or revise the Work Product as soon as possible at no additional cost to Customer. If for some reason Supplier is unable to correct or revise the Work Product before any deadlines specified in an SOW, Customer may hire or engage another Supplier to do so, and Supplier agrees to reimburse Customer for any reasonable out-of- pocket costs that Customer incurs in these circumstances. 2.2. Ownership/License. Customer will own all worldwide right, title and interest in Work Product that Supplier provides to Customer, including any related intellectual property rights which Supplier created or developed for Customer as part of the Services. Supplier agrees to promptly disclose any of these types of intellectual property rights to Customer if Customer owns them. If any of the Work Product (including related intellectual property rights) are not owned by Customer automatically by law as "works for hire" upon Supplier's creation, then Supplier will have been considered to have assigned all applicable ownership rights to Customer through this Consultancy Service Exhibit. The exceptions to this are Third Party Materials (as defined below) and that Supplier will continue to own all of its pre- existing intellectual property and other proprietary materials in the Work Product that Supplier owns or licenses prior to the date of this Agreement, so long as Supplier has disclosed this to Customer in an SOW related to Supplier's Services. If any of Supplier's pre-existing intellectual property or proprietary materials are included in Customer's Work Product, Supplier will be considered to have granted Customer a worldwide, non-exclusive, perpetual, royalty-free license to use, execute, reproduce, display and prepare derivative works. "Third-Party Materials" means artwork, photographs, fonts, sound, video, software or other materials owned by and/or licensed from third parties that are incorporated into the Work Product. If Third-Party Materials are to be incorporated into the Work Product, each party agrees that the SOW will identify whether Customer is responsible for obtaining necessary rights and licenses for the prescribed use of the Third-Party Materials or whether Supplier is responsible for the same on Customer's behalf. If the parties agree under an SOW that Third-Party Materials are to be licensed or otherwise procured by Supplier, Supplier agrees (i) to utilize such Third-Party Materials from Customer and other Affiliates of Customer if available, as long as Customer advises Supplier in an SOW of the names of any affiliated companies Supplier should use; and (ii) that any vendor of Supplier's choosing is not a direct competitor of Customer. In either case above, Supplier will obtain Customer's written approval before incorporating Third-Party Materials into Work Product. Supplier agrees to sign any agreements or related documents as Customer may reasonably request to establish, maintain or protect Customer's rights as described in this Consultancy Service Exhibit. 3. Supplier's Relationship with Customer. 3.1. Services. In connection with providing Services to Customer, Supplier agrees that it will provide Services to Customer in a professional, workmanlike manner, in accordance with the specifications and guidelines set forth in each SOW, and in compliance with all applicable laws and regulations and professional standards. DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE 3.2. Visas and Work Permits. If Supplier needs to obtain visas or work permits for its staff to provide Consultancy Services to Customer, Customer agrees to take commercially reasonable actions to help Supplier, including providing documentation indicating the nature and location of the work to be performed, the necessity of the work to be performed, and other documentation as may be reasonably required and related to this Agreement or an SOW, and posting any notices as may be legally required. Supplier will be solely responsible for acquiring all work permits and visas for its staff (and any related costs). 3.3. Recordkeeping. Supplier will maintain written or electronic records related to the Services provided, including all documentation related to the fees and expenses charged, personnel assigned, systems information, and other applicable records, for seven years after completion or termination of the Services to which they pertain, or for so long as required by law. 3.4. No Materials Provided. Unless otherwise stated in an SOW, Supplier will provide and procure all materials, licenses and equipment necessary for it to perform the Services. Customer will only provide working space, resources and materials if specified in an SOW. 4. Customer' Relationship with Supplier. Customer will provide Supplier with reasonable information and cooperation that Supplier reasonably requires and requests in order to provide Consultancy Services to Customer. Customer acknowledges that it is responsible for making management decisions related to its use of the Consultancy Services. 5. Termination. 5.1. SOW Termination. Customer may terminate an SOW for any reason, at any time, upon 10 days' written notice to Supplier. Supplier may terminate an SOW upon 10 business days written notice to Customer if Supplier reasonably determines that it can no longer provide Services to Customer due to changes in applicable law or regulations. 5.2. Impact of Termination. If an SOW is terminated: (i) For convenience, Customer agrees to pay Supplier for all Consultancy Services rendered and (if applicable to an SOW) reasonable expenses incurred through the date of termination; (ii) Supplier agrees to promptly repay to Customer the appropriate pro-rated amount through the date of termination if Customer has paid any fees to Supplier in advance for Consultancy Services; (iii) Supplier agrees to promptly return to Customer any Confidential Information in its possession or control and any records, notes, data, memoranda, models or equipment of any nature that are in its possession or control and which are Customer property or relate to Customer' business. However, for archival purposes, Supplier may keep one copy of materials necessary to explain its analysis contained in any of its Work Product; (iv) Supplier agrees to promptly deliver to Customer any Work Product or portion of Work Product that has been created as of the date of termination; and (v) Supplier agrees to provide reasonable assistance and cooperation to Customer in connection with any planned transition of the Consultancy Services by Customer to another third party. 6. Conflicts. The terms of the Agreement are incorporated into this Consultancy Service Exhibit by this reference. In the event of any conflict between the terms and conditions set forth in the Agreement and this Consultancy Service Exhibit, the terms and conditions of this Consultancy Service Exhibit shall prevail so long as they reference the provisions of the Agreement with which they are inconsistent. By signing below, each party represents that it has read this Consultancy Service Exhibit, understands it, and agrees to be bound by it. Refinitiv Limited Supplier DocuSigned by: By: 77ABDA2CD67A4CD ... DocuSigned by: By: Philippe Donnat 2C90D60BB7C64FB ... Name: Debbie Lawrence Name: Philippe Donnat DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE Title: Miss Title: Mr Date: June 21, 2023 Date: June 27, 2023
95
Hardware and Software Requirements
Annex 1 to Data Security Exhibit (Third Party Information Security Standard) of inactivity by the user. A) Definitions 4. Password Lockout. For both Standard Accounts and Privileged Accounts, failed login attempts must be limited to "Standard Account": means an account that does not meet the definitions of Privileged or Service Account below. 10 attempts prior to lockout. For Standard Accounts, lock out duration must be at least 1 hour. For Privileged Accounts, lock out duration must be permanent, until the password is "Privileged Account": means a privileged account is one that reset. 5. Password Storage, Transmission and Display. For runs with elevated privileges; this includes for example administrator and root accounts. They provide access to Customer both Standard Accounts and Privileged Accounts, passwords must be stored with the encryption standards set out in the Data or sensitive functionality. Sensitive functionality is any functionality which if abused could result in a significant incident or business critical impact. DSE. For both Standard and Privileged Accounts, passwords must be encrypted in transmission across all networks. Encrypted sessions should be used for all login screens (e.g. "Service Account": means an account type used to provide server/system/process (rather than a person) access to the corporate network for business purposes. Passwords standards for TLS). For Standard Accounts, password caching is allowed (with global disable) provided the cookie must be held and transmitted securely. For Privileged Accounts, password Service Accounts match those of Privileged Accounts except where indicated otherwise. caching is not permitted and must be disabled to prevent unauthorized use. Passwords must be masked character by character when displayed upon entry. B) Baseline Controls 1. Password Complexity. Standard Account passwords must be at least 8 characters in length and consist of at least two classes of characters (including one non-alphabetical). Privileged Account passwords must be at least 15 characters in length and contain all of the following classes of characters: capital letter, lower-case letter, number, and non-alphanumeric character). 2. Password Changing. For both Standard Accounts and Privileged Accounts: (i) forced password changes must be required on initial account set up, and after any automated or helpdesk password reset; and (ii) the old password must be entered prior to password change (except where forced). 3. Account and Password Aging. For both Standard Accounts and Privileged Accounts, passwords must be changed no less frequently than every 90 days, and the minimum age of passwords must be 0 days to allow accounts to be changed immediately. For Privileged Accounts, 6. Forgotten Passwords. Users must never be told their password. Account recovery in the case of a forgotten password must be done by password reset only. The reset password value must be randomly (computer) generated according to password complexity and length requirements. 7. Session Management. For Standard Accounts, inactivity timeouts are optional based on business needs. Inactivity timeouts should be enabled unless the account needs to operate for prolonged periods without user interaction (e.g. backup accounts). Sessions should be limited to a period of time corresponding to a normal maximum working period for the user (e.g. 18 hours). For Privileged Accounts, sessions must be discontinued after 15 minutes of inactivity. Sessions must be defined to a maximum of 18 hours and require re- authentication to continue past that period, provided that for Service Accounts, this value should be set to the expected completion time where the service will take longer than 18 hours to complete (e.g. backup services). passwords must not be reused for 12 concurrent changes or two years, whichever is greater. Any shared or time limited accounts such as demo accounts on products must be set to expire after a predetermined time period (e.g. 3 months). For Privileged Accounts, the foregoing period must not exceed 90 days. For both Standard Accounts and Privileged Accounts, access must be denied after greater than 90 days 8. Concurrent Logins. For both Standard Accounts and Privileged Accounts, concurrent logins or other forms of account sharing must be prevented, or, where this is not possible, procedures must be in place to detect, report and investigate potential attempts at concurrent login or sharing (e.g., excessive numbers of logins, simultaneous logins from different locations, etc.). DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE Annex 2 to Data Security Exhibit (Third Party Information Security Standard) Definitions. Unless otherwise defined in the Agreement to which this DSE forms an exhibit, these definitions shall apply to this DSE: "Affiliate" means in relation to a party, any company, partnership or other entity which from time to time Controls, is Controlled by or is under the common Control with that party, where "Control" means, in relation to a body corporate, the power of a person to secure that the affairs of that company are conducted in accordance with that person's wishes either: (a) by means of the holding of shares or the possession of voting power in relation to that or any other body corporate; or (b) as a result of any powers conferred by the articles of association or other document regulating that or any other body corporate. "Applicable Laws" means all applicable laws, legislation, regulations, statutes, statutory instruments, regulations, edicts, bye-laws or directions or guidance from government or governmental agencies or any Regulators, which have the force of law whether local, national, international or otherwise existing from time to time in which the Supplier provides, or the Customer receives, the Services. "Customer Data" means any information, text, data, drawings, statistics, analysis, records or materials or whatever nature and embodied in any form (including any Personal Information) relating to the business, customers, employees or other activities of Customer and/or its Affiliates and/or any Service Recipient, and which may be supplied or made available by the Supplier, the Customer and/or any Service Recipient, agents, customers, suppliers, contractors and outsourced service providers, to Supplier or which the Supplier (including any Supplier Affiliates and/or any Sub-Contractors) generates, collects, processes, stores or transmits in connection with this Agreement and/or any SOW. "Customer Materials" means all Materials disclosed to the Supplier by the Customer or Service Recipient but excluding any Third Party Materials. "Data Processing Exhibit" or "DPE" means the Customer Data Processing Exhibit incorporated into the Agreement as an exhibit. "Data Protection Laws" means all Applicable Laws relating to the processing, privacy and security of Personal Information, including, without limitation, the EU General Data Protection Regulation 2016/679 (the "GDPR"), the UK GDPR, the Data Protection Act 2018, the EU Privacy and Electronic Communications Directive 2002/58/EC and the California Consumer Privacy Act of 2018, and all other applicable international, regional, federal or national data protection laws, regulations and regulatory guidance, as may be amended or superseded from time to time. "Deliverable" means any items in any form which are to be produced and/or delivered to the Customer in connection with and/or as outputs of the Services. Each Deliverable may consist of all or any combination of Customer Materials, Supplier materials and/or Third Party Materials. "Divested Entity" means any entity that ceases to be an Affiliate of the Customer as a result of a sale or transfer of shares, assets or business or otherwise after the date of the Agreement. "Good Industry Practice" means the exercise of the highest degree of skill, care, diligence, judgement, prudence, efficiency, foresight and timeliness which would reasonably be expected from highly skilled, experienced and leading provider of services similar to the Services. "Personal Information" means any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or by one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person (including Sensitive Personal Information). "Regulator" means any regulatory or quasi-regulatory, administrative or taxation body or court or listing authority which regulates or governs the Customer and/or any Customer Affiliate, including any supervisory authority or regulator for the purposes of the Data Protection Laws and/or matters concerning electronic communications. "Security Breach" means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data or Customer Materials transmitted, stored or otherwise processed by the Supplier or its Sub-Contractors. "Service Recipient(s)" means: (i) the Customer; (ii) any Affiliate of the Customer (as the same may change from time to time); (iii) any third party service providers of the Supplier or its Affiliates who require access to the Services in order to provide their goods and/or services to the Customer and/or any of its Affiliates; (iv) any Divested Entity; (v) the employees, directors, agents and contractors of any of the foregoing; and/or (vi) any additional service recipient(s) set out in a SOW or otherwise designated in writing by the Customer and/or its Affiliates. "Sub-Contract" means any contract between the Supplier or its Affiliate and any third party for services or deliverables which may comprise the Services or any part of them. DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE "Sub-Contractor" means an approved sub-contractor of the Supplier or its Affiliates under a Sub-Contract and including those sub-contractor entities listed in a relevant SOW. "Supplier Personnel" means any person employed or engaged at any time by Supplier, any of its Affiliates or any Sub- Contractor in the performance of the Services (or any part thereof). "Third Party Materials" means all Materials owned by and/or licensed from third parties which are incorporated into a Deliverable. References to Customer shall include its Affiliates and Service Recipients; and references to the Supplier shall include its Affiliates and Representatives.
97
Miscellaneous Provisions and General Terms
In connection with Supplier's performance under this Agreement, Supplier agrees to comply with the provisions of the Federal Acquisition Regulations ("FAR") which follow, as well as those provisions of FAR 52.244-6 (available at www.acquisition.gov/far), as applicable. Specifically, Supplier agrees to comply with the following regulations, as applicable, in their entirety: Equal Opportunity and Affirmative Action. Customer is an Equal Opportunity and Affirmative Action Employer. Unless exempt, Supplier shall abide by the requirements of 41 CFR §§ 60- 1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or expression or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity or expression, national origin, protected veteran status or disability. If applicable, Supplier shall also abide by the requirements 41 CFR § 61-300.10 regarding veterans' employment reports and 29 CFR Part 471, Appendix A to Subpart A regarding posting a notice of employee rights. If applicable, Supplier shall abide by the following: Pay Transparency Policy Statement. Supplier will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c) consistent with Supplier's legal duty to furnish information. CORPORATE DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043
98
Agreements and Modifications
LSE CORPORATE This Master Software as a Service Agreement ("Agreement") is effective on 01 June 2023 ("Effective Date"), between Refinitiv Limited (the "Customer"), a company registered in England and Wales whose registered office is at 5 Canada Square, London E14 5AQ and OTCStreaming Limited, a Limited Company with offices at Michelin House, 81 Fulham Road, London SW3 6RD (the "the Supplier").
100
Miscellaneous Provisions and General Terms
(A) The Supplier owns or otherwise has the right to provide certain hosted software programs and related support services. The parties desire to enter into this Agreement to establish the provision of the Supplier's services pursuant to the Agreement terms and conditions. (B) In consideration of the mutual obligations set forth in this Agreement, the parties agree as follows:
101
Contractual Definitions and Interpretations
1.1. The definitions and rules of interpretation in this clause 1 apply to this Agreement. "Acceptance Test" has the meaning given in clause 6.1. "Acquired Affiliate" has the meaning given in clause 4.2(ii). "Affiliate" means in relation to a party, any company, partnership or other entity which from time to time Controls, is Controlled by or is under the common Control with that party where "Control" means, in relation to a body corporate, the power of a person to secure that the affairs of that company are conducted in accordance with that person's wishes either: (a) by means of the holding of shares or the possession of voting power in relation to that or any other body corporate; or (b) as a result of any powers conferred by the articles of association or other document regulating that or any other body corporate. "Agreement" means these terms and conditions of this master software as a service agreement which include the preamble, the attached exhibits, appendices and annexes, together with any incorporated documents (and, as the context requires, shall include the same as they are incorporated into any Order Form in conjunction with the terms of such Order Form). "Anti-Corruption Laws" means all anti-bribery, anti-corruption and/or anti-money laundering related provisions in criminal and anti-competition laws and/or anti-bribery or anti-corruption laws of the jurisdiction in which the Supplier provides, or the Customer receives, the Services. "Applicable Laws" means all applicable laws, legislation, regulations, statutes, statutory instruments, regulations, edicts, bye-laws or directions or guidance from government or governmental agencies or any Regulators, which have the force of law whether local, national, international or otherwise existing from time to time in which the Supplier provides, or the Customer receives, the Services. "Audit Parties" has the meaning given in clause 22.4(ii). "BCP" has the meaning given in clause 2.3. "Comparable Subscription Service" has the meaning given in clause 4.1 (ii). "Confidential Information" means all information of a confidential nature in the disclosing party's possession or control, whether created before or after the Agreement has been entered into by the parties, whatever its format and whether or not marked "confidential", including the existence and terms of the Agreement and negotiations relating to it, but not including information which is or comes into the public domain through no fault of the other party, was already lawfully in the other party's possession or comes into the other party's possession without breach of any third party's confidentiality obligation to the disclosing party, or is independently developed by or on behalf of the other party. Confidential Information shall also include the Customer Material in the case of the Customer. "Consents" means all approvals, consents, licences, permits, permissions and authorisations required from any government or similar body or any regulatory authority or any other third party. "Consultancy Service" means the consultancy services (if any) provided by the Supplier with respect to the Subscription Service, in accordance with the Consultancy Service Exhibit. "Consultancy Service Exhibit" means the Exhibit attached to this agreement which provides details of the Consultancy Service. "Continuation Services" has the meaning given in clause 22.6(ii). CORPORATE DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 "Customer Data" means any information, text, data, drawings, statistics, analysis, records or materials of whatever nature and embodied in any form (including any Personal Information) relating to the business, customers, employees or other activities of the Customer and/or its Affiliates and/or any Service Recipient, and which may be supplied or made available by the Supplier, the Customer and/or any Service Recipient, agents, customers, suppliers, contractors and outsourced service providers, to the Supplier or which the Supplier (including any Supplier Affiliates and/or any Sub-Contractors) generates, collects, processes, stores or transmits in connection with this Agreement and/or any Order Form. "Data Protection Laws" means all applicable laws relating to the processing, privacy and security of Personal Information, including, without limitation, the EU General Data Protection Regulation 2016/679 (the "GDPR"), the UK GDPR, the Data Protection Act 2018, the EU Privacy and Electronic Communications Directive 2002/58/EC and the California Consumer Privacy Act of 2018, and all other applicable international, regional, federal or national data protection laws, regulations and regulatory guidance, as may be amended or superseded from time to time. "Divested Entity" means any entity that ceases to be an Affiliate of the Customer as a result of a sale or transfer of shares, assets or business or otherwise after the date of the Agreement. "Divestment" means any divestment or sale of an Affiliate of the Customer (whether in whole or in part) and/or any assets of the Customer group whether by share sale, business sale or otherwise which use or require the Services. "Deliverable" means any items in any form which are to be produced and/or delivered to the Customer in connection with and/or as outputs of the Services. Each Deliverable may consist of all or any combination of Customer Materials, Supplier Materials and/or Third Party Materials. "Documentation" means all: (i) materials, regardless of media, that explain or facilitate the use of the Subscription Service, including, without limitation, user manuals, standard operational manuals or instructions, training materials, programming manuals, system manuals, and specifications; (ii) written proposals and representations made by the Supplier to the Customer regarding the functioning of the Subscription Service; (iii) the Supplier's and third party developer's published literature regarding the Subscription Service; (iv) specifications developed specifically for the Customer; and (v) any other specifications for, or descriptions of, the Subscription Service that are appended to or referenced in an Order Form. "Force Majeure Event" means any event beyond the reasonable control of the affected party and unknown to the affected party (and, in the case of the Supplier, could not have been reasonably foreseen and planned for by following Good Industry Practice) at the date that the Agreement is entered into, including, without limitation, acts of God, war, riot, civil commotion, malicious damage (but excluding malicious damage involving the employees of the Affected Party or its sub-contractors), compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood or storm and cannot be circumvented through the use of alternate sources, workaround plans or other means but excluding: (a) strikes, lock-outs and labour disputes involving the employees of the Affected Party or its sub-contractors; (b) or any circumstances which are deemed to be a disaster in accordance with the BCP. "Good Industry Practice" means the exercise of the highest degree of skill, care, diligence, judgement, prudence, efficiency, foresight and timeliness which would reasonably be expected from highly skilled, experienced and leading producers of services similar to the Services. "Indemnified Party" has the meaning given in clause 14.1. "Initial Term" has the meaning given in clause 22.1. "Insolvency Event" means in relation to either party: (i) the party taking any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring); (ii) being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring); (iv) having a receiver appointed to any of its assets or ceasing to carry on business; (v) suspending or threatening to suspend, or ceasing or threatening to cease to carry on all or a substantial part of its business; (vi) anything equivalent to any events or circumstances stated in (i) to (v) inclusive occurring in any applicable jurisdiction. "Intellectual Property Rights" means intellectual property rights including, but not limited to: (i) rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including goodwill associated with any trademarks or trade and business names), copyright and related rights, moral rights, databases, domain names, semi- conductor and other topography rights and utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection of a similar nature or having similar or equivalent effect which may subsist anywhere in the world now existing or hereafter arising; (ii) rights in the nature of unfair competition; (iii) rights to sue for passing off and for past infringement; and (iv) trade secrets, confidentiality and other proprietary rights, including rights to know how and other technical information. "Losses" means any and all losses, claims, actions, demands, damages, judgments, settlements, costs, proceedings, and other liabilities of any kind as well as expenses, including legal and other professional fees and expenses. "New Subscription Services" has the meaning given in clause 2.2. :selected: CORPORATE DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 "Open Source Code" means any software code that contains or is derived in any manner (in whole or in part) from any software that is distributed as free software, open source software, shareware or similar licensing or distribution models; "Order Form Effective Date" means the date specified as such in the relevant Order Form or, if no date is specified, the date of the last party's signature to the Order Form or as may be otherwise agreed between the parties in writing. "Order Form Term" means the period the Order Form is in full force and effect as calculated from the Order Form Effective Date until the expiry or termination of the Order Form (as applicable). "Order Form" means a separate ordering document which shall be subject to and which shall incorporate the terms of this master software as a service agreement and which describes, inter alia, the Services, timetable, pricing and other specific terms applicable to the provision of such Services and entered into by the parties in accordance with clause 7. A template Order Form is set out in the Order Form Exhibit. "Outsourcer" means a third-party engaged by the Customer to provide it data processing, facilities management, systems integration, systems development, telecommunications, or related services. "Personal Information" means any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or by one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person including Sensitive Personal Information. "Permissible Users" means all employees, agents, consultants, customers, contractors, Outsourcers, Service Recipients and other individuals authorized and enabled by the Customer and/or Customer's Affiliates, are entitled to Use the Software and Documentation "Purchase Order" means an approved purchase order authorized through the Customer's payment requisition system in line with the Customer's financial approval processes. "Regulatory Change" has the meaning given in clause 23.3. "Renewal Term" has the meaning given in clause 22.1. "Representatives" has the meaning given in clause 15.3. "Restricted International Transfer" means a transfer of Personal Information to or by the Supplier or any Sub-processor: (a) from a country which has Data Protection Laws which impose restrictions on extra-territorial transfers of Personal Information; and (b) to a country which does not provide an adequate level of protection for Personal Information as required by the Data Protection Laws of the country of export. "Sanctions Laws" has the meaning given in clause 2.6. "Security Breach" means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data transmitted, stored or otherwise processed by the Supplier or its Sub-Contractors. "Sensitive Personal Information" means any Personal Information that requires additional protection under Data Protection Laws as a result of its sensitive nature, including information concerning an individual's racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, physical or mental health, sex life or orientation, criminal convictions and offences, financial account numbers, account passwords or voice mail access codes, medical records, biometric and genetic information, date of birth and government-issued identification numbers (such as U.S. Social Security numbers or other national insurance or identification numbers, driver's licence numbers and passport numbers). "Service Failure" has the meaning given in clause 8.4. "Service Levels" means the service levels specified in the Subscription Service Level Agreement and Support Exhibit. "Service Recipient(s)" means: (i) the Customer; (ii) any Affiliate of the Customer (as the same may change from time to time); (iii) any third party service providers of the Supplier or its Affiliates who require access to the Services in order to provide their goods and/or services to the Customer and/or any of its Affiliates; (iv) any Divested Entity; (v) the employees, directors, agents and contractors of any of the foregoing; and/or (vi) any additional service recipient(s) set out in an Order Form or otherwise designated in writing by the Customer and/or its Affiliates. "Services" means any or all of the services ordered under this Agreement and/or any Order Form and which may include: (i) the Subscription Service; (ii) the Support Service; and/or the Consultancy Service. "Software" means the software programs included in the Subscription Service. "Standard Contractual Clauses" means in respect of a transfer: (i) originating from an exporting Controller established within the European Economic Area, and going to a Controller located outside the EEA, then references to Standard Contractual Clauses shall be read as reference to Module 1 of DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE the standard contractual clauses which are the subject of Commission Implementing Decision (EU) 2021/914 of 4th June 2021 as such clauses are set out at Annex 1 and completed by the information found at the Appendix to Annex 1 (Standard Contractual Clauses) to this Agreement; or (ii) originating from a Data Exporter Controller established in the United Kingdom and being made to an importing Data Controller outside of the UK, then references to Standard Contractual Clauses shall be construed as reference to the Standard Contractual Clauses adopted pursuant to the European Commission's decision (2004/915/EC) of 27 December 2004, or, if such clauses cease to be approved for international Personal Data transfers pursuant to the GDPR or UK GDPR (as applicable), such other terms as may be approved by the European Commission or UK Information Commissioner (as applicable) in respect of transfers of Personal Data from time to time; "Sub-Contract" means any contract between the Supplier or its Affiliate and any third party for services or deliverables which may comprise the Services or any part of them. "Sub-Contractor" means an approved sub-contractor of the Supplier or its Affiliates under a Sub-Contract and including those sub-contractor entities listed in a relevant Order Form. "Subscription Commencement Date" means the date on which the Subscription Service has been accepted by the Customer in accordance with clause 6. "Subscription Enhancement" means an improvement in functionality or performance of the Subscription Service. "Subscription Fees" means the fees agreed to be paid by the Customer in connection with the Subscription Service for the duration of the Subscription Period. "Subscription Period" means the period identified in an Order Form during which the Customer is entitled to use the Subscription Service. Unless otherwise specified in an Order Form, the Subscription Period shall begin on the Subscription Commencement Date. "Subscription Service" means the online services provided by the Supplier via [http://www.refinitiv.otcstreaming.com] and/or other designated websites and which includes all underlying Software, as well as Subscription Enhancements and Subscription Updates and all training, installation and configuration, but which excludes any Support Service and/or any additional Services ordered under this Agreement as identified in an Order Form. "Subscription Updates" mean releases that either remedy deficiencies or improve operating performance without altering or adding to the basic functionality of the Subscription Service. "Support Service" means the maintenance and technical support services provided by the Supplier with respect to the Subscription Service, in accordance with the Support Service Policy. "Support Service Policy" means the Supplier's policy for providing maintenance and technical support in relation to the Subscription Service as set out in the Subscription Service Level Agreement and Support Exhibit attached to this Agreement. "Term" is the period the Agreement is in full force and effect as described in clause 22.1. "Termination Assistance" has the meaning given in clause 22.6(iii). "Termination Assistance Period" means such period of time up to twelve (12) months from a date specified by the Customer in writing for the Supplier to provide Termination Assistance. "Trial" has the meaning given in clause 2.2. "UK GDPR" means the GDPR as transposed into the national law of the United Kingdom through the operation of section 3 of the European Union (Withdrawal) Act 2018 as may be amended or superseded from time to time. "VAT" means value added tax chargeable pursuant to Applicable Law(s), together with any similar applicable national sales tax in any relevant jurisdiction. 1.2. Clause, exhibit and paragraph headings shall not affect the interpretation of this Agreement and/or any Order Form. 1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4. Any references to clauses, paragraphs and exhibits are to the clauses, paragraphs and exhibits of this Agreement. 1.5. If this Agreement or any Order Form is translated and there is any conflict, ambiguity or inconsistency between the English language version and the translated version, then the English version shall prevail. 1.6. Words in the singular shall include the plural and vice versa. 1.7. A reference to a statute, statutory provision, legislation or regulation is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE 1.8. Where the words "include(s)", "including" or "in particular" are used in the Agreement and/or any Order Form, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them and other general words shall not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of acts, matters or things. 1.9. Any restriction or obligation in the Agreement and/or any Order Form on the Supplier not to do something includes an obligation not to agree, allow, permit or acquiesce to that thing being done by any Affiliate or any of its Sub-Contractors. 1.10. A reference to the Customer's right or entitlement to enforce a right shall, where the context permits, also mean that an Affiliate of the Customer is entitled to that right or to enforce that right. For the avoidance of doubt, all Service Recipients are permitted to use, receive and benefit from the Services and Deliverables (and licence grants) provided under this Agreement and/or any Order Form by or on behalf of the Supplier. 1.11. If there are any inconsistencies, conflicts or differences between the parts of this Agreement or an Order Form, then the following descending order of precedence shall apply: (i) the DPE; (ii) the main body of this Agreement; (iii) all other Exhibits; and (iv) the Order Form (unless expressly provided otherwise in the applicable Order Form). 1.12. Subject always to clause 23.3, the terms of this Agreement and any Order Form shall apply to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 1.13. The term "remedy" or "remedied", in relation to any breach or default by the Supplier, shall include a requirement for the Supplier to correct all the operational, technical, practical and management problems for which it is responsible under this Agreement and/or any applicable Order Form that that led to the breach or default. In doing so, the Supplier will also ensure that any similar breach or default is unlikely to occur in the future.
102
Procurement and Legal Information
5.1. Order Form Process. (i) The scope and additional terms of an order for Services or an engagement will be included in an Order Form. Each Order Form must be accompanied by a Purchase Order as a prerequisite to payment. The Supplier shall reject all Order Forms or other requests for Services until and unless it receives a corresponding purchase order. Order Forms submitted without purchase orders are non-binding. (ii) The Supplier shall provide the Services on the terms and conditions of the Agreement and the relevant Order Form. Unless otherwise specified in an Order Form, all Service Recipients may receive the benefit of the Services. 5.2. Each Order Form Distinct. Each Order Form gives rise to a separate and distinct agreement under this Agreement. 5.3. Affiliate Order Forms. Customer Affiliates may enter into an Order Form with the Supplier pursuant to this Agreement. A Customer Affiliate that enters in to an Order Form will be considered "the Customer" for the purposes of that Order Form and such Customer Affiliate alone shall be liable for its own obligations under such Order. Customer Affiliates may only amend, modify or change the terms of this Agreement to the extent that they specifically apply to their Order Form. 5.4. Non-exclusivity; No Minimum Purchase Commitment. The Customer may purchase the same or similar services as those purchased under this Agreement and/or any Order Form from any third party at any time. Further, the parties agree that no minimum purchase commitment exists and that no Agreement and/or Order Form obligations are contingent upon certain revenue, volume and/or staffing levels. DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE
106
Completion and Acceptance Criteria
6.1. Acceptance Test. The Customer or its designees may conduct a multi-phase acceptance testing process (including but not limited to testing in the Customer's production environment) for the purpose of determining whether the Subscription Service performs in accordance with, or otherwise meets, the relevant Customer requirements (each such test being an "Acceptance Test"). The Acceptance Test will last for thirty (30) consecutive days unless otherwise agreed by the parties in writing. During the Acceptance Test period, the Customer or its designees are entitled to use the Subscription Service as they may deem appropriate, including use of the Subscription Service for their commercial purposes, which will not constitute acceptance of the Subscription Service. 6.2. Subscription Service Acceptance. The Customer may accept the Subscription Service by providing the Supplier with a written certificate of acceptance. The Customer's determination as to whether or not the Subscription Service meets the Customer's requirements will be made in the Customer's sole discretion. 6.3. Acceptance Test Failure. If the Customer determines that the Subscription Service fails to meet the Customer's requirements during the Acceptance Test, the Customer is entitled to: (i) extend the Acceptance Test for a specified period of time, during which time the Supplier will correct the nonconformity; (ii) terminate the Order Form and any related Order Forms. The Supplier agrees to promptly refund to the Customer all amounts for terminated Order Forms, including but not limited to any implementation or configuration costs; or (iii) elect to retain the Subscription Service in their non-conforming condition, subject to the parties' agreement on a price that fairly reflects the Subscription Service condition.
107
Technical Support and Services
9.1. Initial Training. The Supplier will, upon the Customer's request, initially train the Customer's personnel on full use of the Subscription Service. The Supplier will conduct training at a site and at times agreed upon by the parties and as described in an Order Form. Unless provided otherwise in the Order Form, the Supplier will provide the training at no charge to the Customer. 9.2. Additional Training. The Supplier will provide additional training at sites and at times agreed upon by the parties. The additional training will be at the Supplier's standard rates minus any discounts the Customer is entitled to under this Agreement or otherwise. 9.3. Materials. For the Customer's internal business purposes, the Customer is entitled to reproduce and distribute all written or electronic course materials provided by the Supplier. 9.4. Cancellation. The Customer may cancel a specific training program at any time prior to the day on which it was to have begun. The parties will cooperate in good faith to reschedule the program, and if the termination occurred less than fifteen (15) calendar days prior to the scheduled event only, the Customer will pay the Supplier the fee provided in the Order Form, save that the Customer may apply 100% of such payment against the cost of any future Order Form. At all times, the Supplier has the duty to mitigate and the Customer's payment (if any) will be offset by the Supplier's mitigation.
110
Technical Support and Services
10.1. Support. The Supplier will provide Support in accordance with this Agreement and Support Exhibit. 10.2. Availability and Term Length. The Supplier will ensure that Support is fully available for the duration of the Subscription Period. 10.3. Support Pricing. Support pricing is included in the Subscription Fees.
111
Pricing and Quotes
11.1. Pricing. The Customer shall pay: (i) the Subscription Fees; and (ii) the fees in respect of any additional Services purchased by the Customer and/or any Service Recipient under this Agreement (including any Consultancy Service and/or Support Services), in accordance with the payment or pricing schedule contained in an Order Form, subject to there being a Purchase Order. 11.2. Where the Supplier's charges are calculated on a fixed-fee basis, the total price payable by the Customer and/or any Customer Affiliate for the Services shall be the amount set out in the applicable Order Form and the Supplier alone will bear any overages or additional costs. The only exception is where the parties have agreed to this through the change control process or the Supplier has obtained the Customer's prior written consent to any additional charges. 11.3. No adjustments to the fees will be made for currency exchange rates, inflation factors, or other pricing impacts. In no case will the Subscription Fee increase during a Subscription Period or during each successive 12-month contract year. Thereafter, where price increases are allowed, Supplier's prices to Customer will not increase by greater than 2% per 12-month contract year from the Effective Date (or anniversary thereof) until the end of the relevant Subscription Period. DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE In the event of a proposed price change, Supplier will provide to Customer 180 days' prior written notice and the justification for the price increase, which price increase must be mutually agreeable and documented in an Order. 11.4. Additional Discounts. The Supplier will promptly inform the Customer of all quantity and other discounts, price reductions, and promotions available from the Supplier for which the Customer (including any Customer Affiliate) is or may become eligible. 11.5. No Additional Charges. The fees set out in an Order Form are fully inclusive for the Services and unless otherwise expressly agreed to in an Order Form in each case, no other charges or costs shall be payable by the Customer or any Service Recipient to consume the Services or to otherwise exercise any right under this Agreement and/or any Order Form.
112
Fees, Expenses, and Invoicing
12.1. Invoicing. The Supplier will invoice the Customer within 120 days following the Customer's acceptance of the Subscription Service and the Supplier's invoice must identify the Subscription Service, the Customer's Order Form number, the Customer's Purchase Order details, and payment amount due. The Customer is relieved of its payment obligations for invoices not received within 120 days following the Supplier's delivery of the Subscription Service, or not submitted in accordance with the requirements of this clause 12.1. 12.2. Payment Terms. Provided that the Customer submitted a valid Purchase Order, the Customer agrees to pay each undisputed invoice (that is linked to a valid Purchase Order) that is properly due and correctly submitted. Payment will be within 60 days of the Customer's official receipt of such invoice to the Supplier's nominated bank account. The Customer will not pay additional fees for the use of any payment method. 12.3. Taxes. Prices (including the Subscription Fee) do not include any VAT, sales, use, excise, transaction, or other similar taxes. If such taxes are applicable, the Supplier will separately state them on the invoice at the applicable rate. However, if the Customer provides the Supplier with a direct pay permit number, then the Customer will pay the applicable taxes. The Customer has no obligation to pay any taxes or fees that are: (i) based on the Supplier's (a) federal, state and local income taxes; (b) payroll, employment and self-employment taxes of any kind, and (c) contributions imposed or required for social security, national insurance, medical insurance, or other applicable laws, rules or regulations with respect to the Supplier's performance of this Agreement or its personnel; (ii) franchise taxes or other taxes based on the Supplier's corporate existence or status; (iii) due in whole or in part because of any failure or delay by the Supplier or its agents to file any return or information required by law, rule, or regulation; or (iv) retroactive or withholding taxes assessed by a non-United States jurisdiction. The Supplier will, upon written request of the Customer, furnish statements of taxes and assessments for which the Customer is responsible and the Supplier has paid. 12.4. Currency. All invoices and payments for Order Forms will be in the currency described in the respective Order Form. 12.5. Electronic Transaction Processing. Supplier acknowledges that purchase orders, orders, invoices and payments may be managed through a third-party electronic transaction processing tool selected by Customer. Supplier will comply with Customer's processes with regard to such tool and agrees that Supplier is responsible for establishing and maintaining its relationship with the third party, including all expenses related thereto, where applicable. 12.6. Self-billing. At Customer's option, and where permitted by applicable legislation and regulation, Supplier agrees to participate in a self-billing program whereby Customer will prepare Supplier's invoices on behalf of Supplier. Supplier will enter into any separate self-billing agreement as Customer may reasonably require. 12.7. Set-Off. Each party may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other party under the Agreement and/or any Order Form against any amounts payable by it to the other party under the Agreement and/or any Order Form.
113
Miscellaneous Provisions and General Terms
The Supplier agrees to maintain insurance with financially sound and reputable insurance companies in such amounts and against such risks as is customarily carried by responsible companies/firms in the Supplier's industry engaged in similar businesses and in similar geographic areas. At a minimum, during the Term, the Supplier agrees to maintain the following insurance levels per occurrence: (i) Workers Compensation at statutory limits, (ii) Employers Liability at GBP 5,000,000, (iii) Comprehensive General Liability at GBP 2,000,000, (iv) Professional (Errors & Omissions) Liability at GBP 500,000, (v) Cyber coverage (including Network Security and Privacy Liability) at GBP 1,000,000 (or comparable amounts in other currencies). If the Customer reasonably requests, the Supplier agrees to provide the Customer with a summary of its insurance coverage or a copy of a certificate of insurance as it relates to providing the Subscription Services to the Customer. Neither the existence of nor the assent by the Customer to the types or limits of insurance carried by the Supplier will be deemed a waiver or release of the Supplier's liability or responsibilities under this Agreement and/or any Order Form.
118
Miscellaneous Provisions and General Terms
Neither party will be liable to the other for a failure to meet obligations due to a Force Majeure Event, so long as the non-performing party makes commercially reasonable efforts to resume performance as soon as possible. The party claiming excusable delay due to a Force Majeure Event will immediately inform the other party in writing. If the party claiming excusable delay due to a Force Majeure Event is the Supplier, and the delay is reasonably expected to prevent the Supplier from delivering the Services to the Customer by the date specified on an Order Form, then the Customer is entitled to terminate the applicable Order Form without incurring any additional liability to the Supplier. If an excusable delay due to a Force Majeure Event prevents the Supplier from performing its Services' obligations and the delay is reasonably expected to prevent the Supplier from providing such Services for seven days or more, the Supplier will refund to the Customer all prepaid amounts for the Service during the Force Majeure Event. Nothing in this clause will be construed to limit the Customer's termination rights.
119
Termination and Renewal
22.1. Agreement Term. This Agreement is effective from the Effective Date, and will then continue in force until terminated by either party in accordance with its terms (the "Term"). 22.2. Order Form Term. Each Order Form is effective from the Subscription Commencement Date and shall continue in force for the duration of the Subscription Term. 22.3. Agreement Termination Without Cause. The Customer may terminate this Agreement upon 30 days' written notice to the Supplier. Notwithstanding the foregoing, this Agreement continues to govern any Order Form outstanding at the time of termination as if the Agreement had not been terminated. 22.4. Order Form Termination Without Cause. The Customer may terminate any Order Form, in whole or in part, upon 10 days' written notice to the Supplier. 22.5. Agreement / Order Form Termination With Cause. (i) Opportunity to Cure. The Customer may terminate the Agreement or any and all affected Order Forms immediately on written notice to the Supplier if: (a) the Supplier commits a material breach of the Agreement and/or any Order Form and (if such breach is remediable) fails to remedy that breach within 30 days of the Supplier being notified in writing of that breach; (b) the Supplier repeatedly breaches any of the terms of the Agreement and/or any order in sch a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement and/or the applicable Order Form; or (c) the Supplier fails to achieve the same Service Level on two or more occasions. A material breach includes the failure of the Supplier to provide the Services in compliance with Applicable Laws and/or the Customer's reasonable instructions, including in the event of a material change to any Applicable Laws in relation to which the parties are unable to agree required amendments to the Agreement and/or any Order Form within a reasonable period. (ii) The Supplier may, at its option, terminate the Agreement and/or an applicable Order Form immediately on written notice to the Customer if the Customer commits a material breach of the Agreement and/or an Order Form and (if such breach is remediable) fails to remedy that breach within 30 days of the Customer being notified in writing of the breach. (iii) Termination of an Order Form does not affect the parties' obligations that have accrued prior to the Order Form termination. (iv) Cross-Termination Rights a. Where a termination right arises for the Customer pursuant to the Agreement and/or any Order Form, the Customer will, without prejudice to its other rights and remedies, be entitled to terminate any or all of the other Order Forms at the same time as well as the Agreement, in each case whether in whole or in part, at the Customer's sole determination. b. Where a termination right arises for the Customer pursuant to the Agreement and/or any Order Form as a whole, the Customer may instead terminate any element of the Agreement and/or an Order Form and/or any of the Services (as determined by the Customer in its sole discretion). (v) Other Termination Rights. The Customer may terminate the Agreement and/or any or all Order Forms immediately upon written notice following an Insolvency Event; 22.6. Effect of Termination. (i) In the event the Customer terminates an Order Form for any reason, the Customer is entitled to a pro-rata refund of all fees paid in respect of such terminated Order Form, provided that where the Customer terminates :selected: DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE an Order Form for convenience pursuant to clause 22.4 the Customer will pay for all Services rendered and (if applicable to an Order Form) reasonable expenses incurred up to the date of termination of that Order Form. (ii) Notwithstanding the expiry or termination of this Agreement and/or any Order Form for any reason, where the Customer requests in writing, the Supplier shall continue to provide the Services in accordance with this Agreement and all Order Forms for such reasonable period up to twelve (12) months as it may take for the Customer or its designees to assume the provision of the Services (the "Continuation Services"). (iii) During the Termination Assistance Period, in addition to the provision of the Continuation Services, the Supplier will cooperate to transition the Subscription Services to the Customer or to a third party chosen by the Customer, and Supplier will promptly and fully answer all reasonable questions and provide all such information as is required by the Customer and/or their new service provider so as to enable a smooth transition of the Services back to the Customer or to the Customer's replacement supplier. Upon termination for any reason, and at the Customer's request, the Supplier agrees to transfer the most recent the Customer Data to the Customer or to a third party chosen by the Customer (the "Termination Assistance"). The transfer will be provided in a format acceptable to the Customer. The parties will amend the Order Form, specifying all details necessary with regard to the Termination Assistance to assure an orderly transition. (iv) The rates applicable to any Continuation Services and/or Termination Assistance shall not exceed those in the applicable Order Form. 22.7. Survival. Notwithstanding this Agreement and/or Order Form termination, those obligations which by their nature are intended to survive such expiration or earlier termination will survive any termination or expiration of this Agreement and/or Order Form and continue in full force and effect, including without limitation clause 14 (Indemnification), clause 15 (Confidentiality), clause 16 (Limitation of Liability), and clause 22 (Term and Termination). Additionally, all provisions of this Agreement and/or any Order Form shall survive the expiration or termination of this Agreement and/or any Order Form to the fullest extent necessary to give the parties the full benefit of the bargain expressed herein.
123
Miscellaneous Provisions and General Terms
23.1. Independent Contractor Relationship. The parties agree that the Supplier is an independent contractor and not an employee, agent, fiduciary or partner of the Customer. Nothing in this Agreement or any Order Form is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name of or on behalf of or otherwise to bind the other in any way. 23.2. Assignment. The Supplier shall not assign, novate or otherwise transfer this Agreement and/or any Order Form to any person without the prior written consent of the Customer, provided that such consent shall not to be unreasonably withheld or delayed if the Supplier is seeking to assign all or any of its rights under this Agreement and/or any Order Form to an Affiliate of comparable financial standing. The Customer shall be entitled to assign, novate or otherwise transfer this Agreement and/or any Order Form, and its rights or obligations thereunder, or portion thereof, to any Affiliate, or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets without the Supplier's consent,. Any change in control or ownership of the Customer shall not affect any of the rights and obligations of either party under this Agreement. No fee shall be payable by the Customer or its assignee or sublicensee in connection with any assignment, transfer, delegation, subcontract, sublicense, or pledge of any licenses or any change in control or ownership of the Customer. 23.3. Change. Changes to this Agreement and/or any Order Form will not be binding on either party unless agreed in writing and signed by a duly authorized representative of each party, in advance of the change taking effect. In the event of any change in Applicable Law, or where a Regulator publishes new or updated guidance or Applicable Laws that require a change to the Services (including a change to an existing feature or control of the Services or a new service feature or control) ("Regulatory Change"), the Supplier may not unreasonably refuse to implement the Regulatory Change. If the Supplier does, for any reason, refuse to implement a Regulatory Change, or the parties cannot agree on how a Regulatory Change shall be implemented, the Customer may elect to terminate this Agreement and/or the relevant Order Forms in accordance with clause 22.5. No variation of the Agreement or any Order Form shall be valid unless it is in writing and signed by, or on behalf of, each of the parties. 23.4. Supervision and Audit Rights. (i) To the extent applicable, the authorised representatives of each party shall meet at regular intervals as required, for the purpose of discussing the extent to which the Services are being provided in accordance with the Agreement (and each Order Form), determining resolutions to any problems that may be identified in a co- operative manner and monitoring and managing such risk. The Supplier may invite such appropriate representatives from any Sub-Contractors as appropriate, and will procure that Sub-Contractors comply with any agreed resolutions. (ii) The Supplier shall (and shall procure that any Supplier Affiliate and/or Subcontractor shall), provide the Customer, each Customer Affiliate (and its or their internal and external auditors) and any Regulator (including DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE any representative or auditor of the Regulator) (each such entity or person(s) the "Audit Parties") on reasonable advance notice (save where otherwise required by a Regulator or to comply with Applicable Law, in which case no such notice shall be required to be provided), full and unrestricted access to their facilities, premises, appropriate personnel, devices, systems, networks, books, records and information (including financial information and data used for providing the Services) relating to the Services, consistent with regulatory requirements applicable to the Customer and any regulated Customer Affiliate that is relying on the Services, and for the purposes of assuring compliance with this Agreement and/or any Order Form and Applicable Laws (including with regard to security considerations and/or to verify that the Supplier's charges are accurate). The relevant Audit Party(ies) shall use reasonable efforts to minimise any disruptions to the Supplier's or the Supplier's Sub-Contractors business during any such visit. (iii) The Supplier shall: a. provide reasonable assistance with any audit and co-operate with the Audit Parties; b. if any audit reveals any breach by the Supplier of the terms of this Agreement and/or any Order Form, implement such remedial steps as may be agreed between the parties to prevent a repeat of the breach. The Customer shall be entitled to carry out a further audit within [3] months to verify that the breach has been appropriately remedied; and c. if an audit related to fees/charges discloses any discrepancy in invoices for services, promptly credit the Customer with the amount of any paid overcharge, or the Customer will promptly pay the Supplier for the amount of any undercharges, as the case may be. (iv) The Customer will bear the audit expense save where: a. monies owed to the Customer exceed 5% of the total amount paid by the Customer to the Supplier for the Services; or b. where the Supplier is found to be in breach; then whereby in each case the Supplier will pay for the cost of the audit(s). 23.5. Non-Waiver. Except as expressly provided in this Agreement and/or any Order Form, no delay in exercising or non- exercise by either party of any right, power or remedy provided by law or under this Agreement or any Order Form shall impair, or otherwise operate as a waiver or release of, that right, power or remedy. Any single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy. A waiver (which may be given subject to conditions) of any right or remedy provided under the Agreement and/or any Order Form or by law shall only be effective if it is in writing. It shall apply only to the party to whom it is addressed and for the specific circumstances for which it is given. It shall not prevent the party who has given the waiver from subsequently relying on the right or remedy in other circumstances. A party that waives a right or remedy provided under the Agreement or any Order Form or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 23.6. Notices. Any notice given by one party to another under the Agreement, shall be in writing and delivered by hand or by prepaid first-class or special delivery post to the address given at the start of this Agreement in all cases marked for the attention of the General Counsel with a copy to: Group Procurement at Procurement@lseg.com and Group Legal at Legal@lseg.com in relation to the Customer. Notices under the Agreement cannot be validly served by email. A notice is deemed given (a) if delivered by hand, on the day of receipt (unless received after 5:30pm in which case a notice is deemed given on the next working day); and (b) if sent by prepaid first-class post or special delivery, two working days after the date of posting. 23.7. Special U.S. Government Provisions. Unless exempt and only to the extent applicable, the Supplier agrees that it will comply with the terms of the Special U.S. Government Provisions Exhibit. 23.8. No Publicity. The Supplier and its Affiliates agree that they will not publicly refer to or otherwise use or allow the use of, the name, trade mark, logo, device, symbol or other similar items (whether registered or otherwise) of the Customer (or any of its Affiliates), or any other items misleadingly, confusingly or materially similar to the foregoing, unless the Supplier has obtained prior written consent from the Customer. The Supplier shall not make any press announcements or publicise the Agreement and/or any Order Form or their contents in any way without the Customer's prior written consent. Each party acknowledges to the other that nothing in this Agreement or any Order Form either expressly or by implication, constitutes an endorsement of any products or services of the other party (including the Services and Deliverables) and each party agrees not to conduct itself in such a way as to imply or express any such approval or endorsement. 23.9. Governing Law. This Agreement and each Order Form, and any dispute or claim arising out of or in connection with the same or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement and each Order Form or their subject matter or formation (including non-contractual disputes or claims). 23.10. Compliance With Laws. The parties will comply with all Applicable Laws, as they may change from time to time. 23.11. Remedies. Except as otherwise limited herein, the Agreement and Order Form rights and remedies are cumulative and in addition to any other remedies available at law or in equity. 23.12. Severability. If a court or competent authority with proper jurisdiction determines that a provision of this Agreement and/or any Order Form (or part of any provision) is invalid, void or unenforceable then that provision will be interpreted in a way to reflect as nearly as possible the original intentions of the parties that is valid under Applicable Law. If any provision or part provision is invalid, the rest of this Agreement and/or Order Form (as applicable) will remain effective to the full extent permitted by Applicable Law. 23.13. Counterparts. This Agreement and any Order Form may be signed in one or more counterparts and each counterpart will be considered an original agreement, but will not be effective until each party has executed at least one counterpart and, in respect of an Order Form, until there is a valid Purchase Order. All of the counterparts will together be considered one document. Each party may sign and deliver this Agreement and any Order Form by e-mail in counterparts or other appropriate electronic signature mechanism which will be binding. 23.14. Conflicts. In the event of any conflict between the terms and conditions set forth in this Agreement and any Order agreed upon by the parties, the terms and conditions of such Order, followed by that of the Agreement including any exhibits or attachments thereto, prevail so long as they reference the provisions of this Agreement with which they are inconsistent. Any preprinted terms on Customer's Order or on Supplier's quotation, acknowledgment, invoice, click- wrap license, shrink-wrap license or similar documents which conflict with this Agreement are deemed superseded by this Agreement. 23.15. Entire Agreement. This Agreement (including the Order Forms) is the entire agreement between the parties and supersedes all previous agreements, written or oral, between the parties with respect to this Agreement and Order Form's subject matter and cannot be modified except in a writing signed by the parties. 23.16. No Third Party Beneficiaries. (i) The parties acknowledge that, to the extent any Services are provided to any Service Recipient(s), the provisions of the Agreement and any applicable Order Form confer benefits on such Service Recipient(s). The parties further acknowledge that where any rights or benefits are conferred on any Affiliate(s) of the Customer pursuant to clause 1.10, and subject to the remainder of this clause 23.16, such rights or benefits are intended to be enforceable by such Customer Affiliate(s) by virtue of the Contracts (Rights of Third Parties) Act 1999. (ii) Other than as permitted by this clause 23.16, no person who is not a party to the Agreement has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The parties will not require the consent of any third parties in the event they wish to vary or terminate the Agreement (including any Order Form). By signing below, each party represents that it has read this Agreement, understands it, and agrees to be bound by it. Refinitiv Limited OTCStreaming Limited By: DocuSigned by: 77ABDA2CD67A4CD ... By: DocuSigned by: Philippe Donnat -2C90D60BB7C64FB ... Name: Debbie Lawrence Name: Philippe Donnat Title: Miss Date: June 21, 2023 Title: Mr Date: June 27, 2023 DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE
124
Miscellaneous Provisions and General Terms
· Template Order Form Exhibit · Subscription Service Level Agreement and Support Exhibit · Consultancy Service Exhibit · Customer Data Security Exhibit · Special U.S. Government Provisions Exhibit Customer Data Processing Exhibit · STANDARD CONTRACTUAL CLAUSES
125
Agreements and Modifications
ORDER FORM # Capitalised terms not defined herein have the meanings ascribed to them in the Agreement. 1. Description of Subscription Service and the Customer's Requirements (a) Subscription Service: i. Define performance and technical requirements ii. Describe required Supplier Software a. Subscription Updates b. Subscription Enhancements iii. Describe required Supplier Hardware iv. Describe required Supplier Hosting (b) Training: i. Date of Training; Time; Location; Room Set-Up Arrangements; Course Materials (provided by the Supplier or the Customer); Equipment the Supplier requests the Customer to provide; Maximum class size 2. Materials/Information/Resources Required Detail what material and/or information the Supplier may require the Customer to provide in order for the Supplier to adequately provide the Subscription Service and when this information must be delivered. 3. Deliverables and Pricing (a) Subscription Service: i. Delivery Date: ii. Subscription Fee: iii. Additional Fees (if applicable): iv. Subscription Period: v. User Type: vi. Number of User Subscriptions: vii. Additional User Subscription Fees (if applicable): (b) Documentation: (c) Training: (If not a fixed price agreement, state the assumptions on which the cost estimate is based and the method (including any minimums/maximums) by which the final cost will be determined.) 4. Required Privacy Information (a) Scope, nature, and purpose of personal data processing (e.g. location where services are provided such as countries where data is hosted at rest, countries where technical support is provided from, brief description of services): DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE (b) Types of personal information and categories of data subjects (e.g. email address, usage data linked to individuals, SSNs, dates of birth, financial account numbers, genetic or biometric information, etc .; and who that information relates to: TR employees, TR customers, TR suppliers or business partners, other groups.): (c) Sub-processors (with address) used by the Supplier: (d) the Supplier's Data Protection Officer (or equivalent) name, address and email: (e) Duration of processing: 5. Additional Warranties (a) Define if different from MSAAS; (b) Define specific performance incentives/payment reductions that apply to the Subscription Service; (c) Warranties of compatibility to third party products; 6. Reporting Requirements Define the Supplier's specific reporting requirements and expected delivery dates. (Examples) Implementation Plan 1 time 10 days after award of PO Monthly Reports Monthly 10 days after month end 7. Service Level Agreement The Service Level requirements are set out in the attached Subscription Service Level Agreement (SSLA) Exhibit. [Insert any additional Service Levels that may apply to the Subscription Service.] 8. Business Review Schedule Define the schedule and expectations for regular business reviews with the Supplier. 9. Notices In addition to the addresses specified in the Agreement, all notices or other communications must be in writing and delivered to the following addresses: Notices to the Customer must be sent to: < > Notices to the Supplier must be sent to: < > < > < > Attention: < > Email: < > < > Attention: < Email: > By signing below, each party represents it has read the Agreement, understands it, and agrees to be bound by it. [Insert LSEG legal entity] the Supplier By: SAMPLE FORM ONLY (Signature) By: SAMPLE FORM ONLY (Signature) Name: (Type or Print) Name: (Type or Print) Title: Title: (Type or Print) Date: (Type or Print) Date: DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE
126
Technical Support and Services
This Consultancy Service Exhibit sets forth the terms that apply to more complex services than those contemplated under the referenced Master Software as a Service Agreement ("Agreement"). Accordingly, the terms of this Consultancy Service Exhibit are intended to supplement and amend the terms of the Agreement with respect to the Consultancy Services, unless otherwise noted. 1. Definitions. 1.1. Work Product. "Work Product" means all inventions, improvements, processes, ideas, technologies, know-how, work product, concepts, software programs, computer language/code, compilations, documentation and other intellectual property, conceived, developed, or originated by Supplier (individually or jointly with Customer) in connection with any Services provided for Customer. 1.2. SOW. "SOW" or "Statement of Work" means a separate ordering document mutually executed by Customer and Supplier which incorporates the terms of the Agreement and which describes, inter alia, the Consultancy Services, timetable, pricing and other specific terms applicable to the provision of such Consultancy Services. 2. IP RIGHTS. 2.1. Deliverables. The Consultancy Services may contemplate providing Customer with Work Product related to the Services. Customer agrees to review the Work Product within a reasonable time of receipt. If Work Product isn't acceptable because it doesn't meet the agreed-upon specifications in an SOW, Customer will inform Supplier, and Supplier agrees to correct or revise the Work Product as soon as possible at no additional cost to Customer. If for some reason Supplier is unable to correct or revise the Work Product before any deadlines specified in an SOW, Customer may hire or engage another Supplier to do so, and Supplier agrees to reimburse Customer for any reasonable out-of- pocket costs that Customer incurs in these circumstances. 2.2. Ownership/License. Customer will own all worldwide right, title and interest in Work Product that Supplier provides to Customer, including any related intellectual property rights which Supplier created or developed for Customer as part of the Services. Supplier agrees to promptly disclose any of these types of intellectual property rights to Customer if Customer owns them. If any of the Work Product (including related intellectual property rights) are not owned by Customer automatically by law as "works for hire" upon Supplier's creation, then Supplier will have been considered to have assigned all applicable ownership rights to Customer through this Consultancy Service Exhibit. The exceptions to this are Third Party Materials (as defined below) and that Supplier will continue to own all of its pre- existing intellectual property and other proprietary materials in the Work Product that Supplier owns or licenses prior to the date of this Agreement, so long as Supplier has disclosed this to Customer in an SOW related to Supplier's Services. If any of Supplier's pre-existing intellectual property or proprietary materials are included in Customer's Work Product, Supplier will be considered to have granted Customer a worldwide, non-exclusive, perpetual, royalty-free license to use, execute, reproduce, display and prepare derivative works. "Third-Party Materials" means artwork, photographs, fonts, sound, video, software or other materials owned by and/or licensed from third parties that are incorporated into the Work Product. If Third-Party Materials are to be incorporated into the Work Product, each party agrees that the SOW will identify whether Customer is responsible for obtaining necessary rights and licenses for the prescribed use of the Third-Party Materials or whether Supplier is responsible for the same on Customer's behalf. If the parties agree under an SOW that Third-Party Materials are to be licensed or otherwise procured by Supplier, Supplier agrees (i) to utilize such Third-Party Materials from Customer and other Affiliates of Customer if available, as long as Customer advises Supplier in an SOW of the names of any affiliated companies Supplier should use; and (ii) that any vendor of Supplier's choosing is not a direct competitor of Customer. In either case above, Supplier will obtain Customer's written approval before incorporating Third-Party Materials into Work Product. Supplier agrees to sign any agreements or related documents as Customer may reasonably request to establish, maintain or protect Customer's rights as described in this Consultancy Service Exhibit. 3. Supplier's Relationship with Customer. 3.1. Services. In connection with providing Services to Customer, Supplier agrees that it will provide Services to Customer in a professional, workmanlike manner, in accordance with the specifications and guidelines set forth in each SOW, and in compliance with all applicable laws and regulations and professional standards. DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE 3.2. Visas and Work Permits. If Supplier needs to obtain visas or work permits for its staff to provide Consultancy Services to Customer, Customer agrees to take commercially reasonable actions to help Supplier, including providing documentation indicating the nature and location of the work to be performed, the necessity of the work to be performed, and other documentation as may be reasonably required and related to this Agreement or an SOW, and posting any notices as may be legally required. Supplier will be solely responsible for acquiring all work permits and visas for its staff (and any related costs). 3.3. Recordkeeping. Supplier will maintain written or electronic records related to the Services provided, including all documentation related to the fees and expenses charged, personnel assigned, systems information, and other applicable records, for seven years after completion or termination of the Services to which they pertain, or for so long as required by law. 3.4. No Materials Provided. Unless otherwise stated in an SOW, Supplier will provide and procure all materials, licenses and equipment necessary for it to perform the Services. Customer will only provide working space, resources and materials if specified in an SOW. 4. Customer' Relationship with Supplier. Customer will provide Supplier with reasonable information and cooperation that Supplier reasonably requires and requests in order to provide Consultancy Services to Customer. Customer acknowledges that it is responsible for making management decisions related to its use of the Consultancy Services. 5. Termination. 5.1. SOW Termination. Customer may terminate an SOW for any reason, at any time, upon 10 days' written notice to Supplier. Supplier may terminate an SOW upon 10 business days written notice to Customer if Supplier reasonably determines that it can no longer provide Services to Customer due to changes in applicable law or regulations. 5.2. Impact of Termination. If an SOW is terminated: (i) For convenience, Customer agrees to pay Supplier for all Consultancy Services rendered and (if applicable to an SOW) reasonable expenses incurred through the date of termination; (ii) Supplier agrees to promptly repay to Customer the appropriate pro-rated amount through the date of termination if Customer has paid any fees to Supplier in advance for Consultancy Services; (iii) Supplier agrees to promptly return to Customer any Confidential Information in its possession or control and any records, notes, data, memoranda, models or equipment of any nature that are in its possession or control and which are Customer property or relate to Customer' business. However, for archival purposes, Supplier may keep one copy of materials necessary to explain its analysis contained in any of its Work Product; (iv) Supplier agrees to promptly deliver to Customer any Work Product or portion of Work Product that has been created as of the date of termination; and (v) Supplier agrees to provide reasonable assistance and cooperation to Customer in connection with any planned transition of the Consultancy Services by Customer to another third party. 6. Conflicts. The terms of the Agreement are incorporated into this Consultancy Service Exhibit by this reference. In the event of any conflict between the terms and conditions set forth in the Agreement and this Consultancy Service Exhibit, the terms and conditions of this Consultancy Service Exhibit shall prevail so long as they reference the provisions of the Agreement with which they are inconsistent. By signing below, each party represents that it has read this Consultancy Service Exhibit, understands it, and agrees to be bound by it. Refinitiv Limited Supplier DocuSigned by: By: 77ABDA2CD67A4CD ... DocuSigned by: By: Philippe Donnat 2C90D60BB7C64FB ... Name: Debbie Lawrence Name: Philippe Donnat DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043 CORPORATE Title: Miss Title: Mr Date: June 21, 2023 Date: June 27, 2023
128
Miscellaneous Provisions and General Terms
In connection with Supplier's performance under this Agreement, Supplier agrees to comply with the provisions of the Federal Acquisition Regulations ("FAR") which follow, as well as those provisions of FAR 52.244-6 (available at www.acquisition.gov/far), as applicable. Specifically, Supplier agrees to comply with the following regulations, as applicable, in their entirety: Equal Opportunity and Affirmative Action. Customer is an Equal Opportunity and Affirmative Action Employer. Unless exempt, Supplier shall abide by the requirements of 41 CFR §§ 60- 1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or expression or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity or expression, national origin, protected veteran status or disability. If applicable, Supplier shall also abide by the requirements 41 CFR § 61-300.10 regarding veterans' employment reports and 29 CFR Part 471, Appendix A to Subpart A regarding posting a notice of employee rights. If applicable, Supplier shall abide by the following: Pay Transparency Policy Statement. Supplier will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c) consistent with Supplier's legal duty to furnish information. CORPORATE DocuSign Envelope ID: 7A0D4A69-C525-446B-B3D1-E50E774DB043
132
Agreements and Modifications
This ORACLE CRM ON DEMAND USER AGREEMENT (this "User Agreement") is between Oracle USA, Inc. ("Oracle"), and the individual or entity that has executed this User Agreement with Oracle ('you") The terms of this User Agreement shall apply to use of the subscription services identified as the On Demand Service (the 'On Demand Service") in the ordering document that accompanies and incorporales this User Agreement (the "Ordering Document') as well as all other services provided by Oracle that are set forth in such Ordering Document (including, any exhibits and/or statements of work thereunder) ("Services"). This User Agreement and the Ordering Document shall collectively be referred lo herein as the ‘Agreement". The terms of the Agreement shall control over any different or additional terms of any purchase order or other non-Oracle ordering document, and no terms included in any such purchase order or other non-Oracle ordering document shall apply to the On Demand Service, Services and/or On Demand Materials. The terms of the Ordering Document between you and Oracle shall control over any conflicting ferme In this User Agreement If you are obtaining or have obtained the On Demand Service or Services from a third party authorized by Oracle ("Partner"), then: (a) the terms of this User Agreement shall apply to the On Demand Service and all other Services that are being oblained or were obtained by you from Partner, (b) this User Agreement is between Oracle and you, however, the terms of the agreement by which you order from Partner the On Demand Service and any related products or Services (which shall be referred to herdin as the "Partner Order') is between you and the Partner who has executed the Partner Order with you; (c) for purposes of interpreting this. User Agreement, the Partner Order shall be deemed to be the "Ordering Document", and collectively will this User Agreement, the "Agreement", and (d) notwithstanding the last sentence of the preceding paragraph, the Partner Order shall not amend or modify any terms of this User Agreement, and the terms of this User Agreement shall control over any conflicting terms in the Partner Order,
134
Fees, Expenses, and Invoicing
. You agree to pay in advance for all products and services ordered under the Agreement except as set forth in an Ordaring Document. All feas due under the Agreement are non-cancelable and the sums pald nonrefundable, except as otherwise specified In Sections 8 and 11 of the Agreement. Oracle's fees are exclusive of all taxes, levies, or duffles imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or dulles, even if such amounts are not listed on an Ordering Document. You will reimburse Oracle for reasonable expenses related to providing the Services. You will provide Oracle with vald and updated credit card or approved purchase order Information and complete and accurate billing and contact information. if you provide credit card information to Oracle, you authorize Oracle to bill such credit card (a) at the time that you order any products or services, for all products and services set forth in the Ordering Document, and (b) at the time of any renewal, for the amount charged for any renewal Subscription Term(s) as set forth in Section 5. If Oracle, in ils discretion, permits you to make payment using a method other than a credit card, Orada will invoice you at the time of the initial Ordering Document and approximately one month in advance of the start of any renewal or subsequent billing period. Al amounts invoiced hereunder are due and payable within 30 days of the date of the invoice.
136
Technical Support and Services
. You may order Trial Services for the On Demand Service, which you may use for frial, non-production purposes only. You may not use the Trial Services to provide or attend third party training on the content and/or functionality of the On Demand Service. The Trial Period will be thìty (30) days from the Effective Date of the Ordering Document. Upon lapse of the Trial Period, your usage rights shall terminale. If you decide to use any of the On Demand Service after the thirty (30) day Trial Period, you must purchase the On Demand Service from Oracie via a separate Ordering Document. The Trial Services provided for trial purposes are provided "as is" and Oracle does not provide technical support or offer any warranties for these services.
137
Termination and Renewal
. This User Agreement is valid for the Ordering Document in which this User Agreement is incorporated by reference. The lenn of the On Demand. Service or Services set forth in the Ordering Document hereunder shall commence upon the data of enablement of the On Demand Service (as identified in Oracle's first invoice affer execution of such Ordering Document), or as otherwise set forth in such Ordering Document, and shall continua for the period of time set forth in such Ordering Document (the "Subscription Tenn'). All fees for additional users for the On Demand Service set forth in the initial Ordering Document ('Additional Subscriptions") wil be biled in whole month Increments, including Additional Subscriptions implemented in the middle of an existing subscription month. Additional Subscriptions shall expire at the end of the Subscription Term set forth in the hillel Ordering Document issued by Oracle. Except as otherwise provided in an
138
Technical Support and Services
. As part of the On Demand Service, Oracle will provide you with Customer Care Services under Oracle's Customer Care Services Policies in effect at the time such Customer Care Services are provided. You may access the current version of Oracle's Customer Care Services Policies at http://www.c cz, Oracle shall have the right to modify the Customer Care Services Policies at any time in its sole discretion; however, by any such modification, Oracto will not materially reduce the level of Customer Care Services provided to you for the period for which you have paid for such services or for twelve (12) months, whichever is greater.
142
Customer Responsibilities and Expenses
, You will ensure that any use of the On Demand Service and Services by you and your Users is in accordance with the texts and conditions of the Agreement, and you shall be responsible for any breach by any User of such terms and conditions. in addition, you wil obtain say consents required for Oracle and its Third Party Providers to perform tha On Demand Service and Services under the Agreement. You are responsible for ensuring that your network and systems comply with specifications that Oracle provides. Oracle is riot responsible for your network connections or for conditions or problems arising from or related to your network connections (e.g .. bandwidth issues, excessive latency, network outages), or caused by the Internet
147
Miscellaneous Provisions and General Terms
. Oracie may give notice applicable to Oracle's general Ont Demand Service customer base by means of a general notice on the On Demand Service portal and notices specific to you by electronic mail to your e- mail address on record in Cracia's account information or by written communication sent by first class mail or pre-paid post to your address on record in Orada's account information. If you have a dispute with Oracle or you wish to provide a notice under the Agreement, or if you become subject to insolvency or other similar legal proceedings, you wil promptly send written notice to: Orada USA, Inc., 500 Oracle Parkway, Redwood City, Calltomia, United States, 94066, Affention: General Counsel, Legal Department.
148
Agreements and Modifications
. At Oracle's written request, but not more frequently than annually, you shall lumish Oracle with a document signed by your authorized representative verifying that the On Demand Service Is being used pursuant to the provisions of this User Agreement and the applicable Ordering Document. You agree to provide such information and documents reasonably requested by Oracle with respect to your use of, and payment of fees for, the On Demand Services and Services. If the verification described in this section reveals that you have underpaid fees to Oracle, you shall promptly pay to Oracle such fees at the prices set forth in the applicable Ordering Document. You are responsible for implementing reasonable means to monitor your compliance with the terms of the Agreement.
150
Procurement and Legal Information
. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the On Demand Service, the Services, the On Demand Materials and any services deliverables. You agree that such export control laws govern your use of the On Demand Service, the Services, the On Demand Materials and any services deliverables (Including technical data), and you agree to comply with all export laws and regulations (Including "deemed export" and "deemed re-export" regulations). You agree that no data, information, software programs and/or materials resulting from services (or direct product thereof) wil be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
151
Miscellaneous Provisions and General Terms
. Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostilly, or sabolaga; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; goverment restrictions (Including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event If such event continues for more than thirty (30) days, either party may cancel unperformed services upon written notice. This section does not excuse either party of its obligations to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the On Demand Service and/or Services provided.
152
Technical Support and Services
. Oracle may use tools, scripts, software, and utilities (coleclively, the "Tools") to review and administer the On Demand Service, and to help resolve your Oracle service requests. The Tools will not collect, report of store any of Your Data residing in the production On Demand Service, except as necessary to troubleshoot service requests or other problems in the On Demand Service. Data collected by the Tools (excluding production data) may also be used to assist in managing Orade's product and service portfolio and for license management.
153
Reports and Documentation
. Oracle may compie statistical and performance Information related to the provision of the On Demand Service or the Services, and may make such information publicly available, provided that such information does not incorporate Your Data and/or identify your Confidential Information. Oracle retains all intellectual property rights in such information.
154
Contractual Definitions and Interpretations
"You" and "your" refers to the individual or entity that has executed this agreement ("agreement") and ordered programs and/or services from Oracle Corporation UK Limited ("Oracle") or an authorized distributor. The term "ancillary programs" refers to third party materials specified in the program documentation which may only be used for the purposes of installing or operating the programs with which the ancillary programs are delivered. The term "program documentation" refers to the program user manual and program installation manuals. The term "programs" refers to the software products owned or distributed by Oracle which you have ordered, program documentation, and any program updates acquired through technical support. The term "services" refers to technical support, education, hosted/outsourcing services, consulting or other services '-which you have ordered.
155
Contractual Definitions and Interpretations
This agreement is valid for the order which this agreement accompanies.
156
Miscellaneous Provisions and General Terms
You may order trial programs, or Oracle may include additional programs with your order which you may use for trial, non- production purposes only. You may not use the trial programs to provide or attend third party training on the content and/or functionality of the programs. You have 30 days from the delivery date to evaluate these programs. If you decide to use any of these programs after the 30 day trial period, you must obtain a license for such programs from Oracle or an authorized distributor. If you decide not to obtain a license for any program after the 30 day trial period, you will cease using and will delete any such programs from your computer systems. Programs licensed for trial purposes are provided "as is" and Oracle does not provide technical support or offer any warranties for these programs.
160
Technical Support and Services
For purposes of the ordering document, technical support consists of annual technical support services you may have ordered . for the programs. If ordered, annual technical support (including first year and all subsequent years) is provided under Oracle's technical support policies in effect at the time the services are provided. The technical support policies, incorporated in this agreement, are subject to change at Oracle's discretion; however, Oracle will not materially reduce the level of services provided for supported programs during the period for which fees for technical support have been paid. You should review the policies prior to entering into the ordering document for the applicable services. You may access the current version of the technical support policies at http://oracle.com/contracts. . Technical support is effective upon the effective date of the ordering document unless otherwise stated in your order. If your order was placed through the Oracle Store, the effective date is the date your order was accepted by Oracle. Software Update License & Support (or any successor technical support offering to Software Update License & Support, "SULS") acquired with your order may be renewed annually and, if you renew SULS for the same number of licenses for the same programs, for the first and second renewal years the fee for SULS, will not increase by more than 4% over the prior year's fees. If your order is fulfilled by a member of Oracle's partner program, the fee for SULS for the first renewal year will be the price quoted to you by your partner; the fee for SULS for the second renewal year will not increase by more than 4% over the prior year's fees. If you decide to purchase technical support for any license within a license set, you are required to purchase technical support at the same level for all licenses within that license set. You may desupport a subset of licenses in a license set only if you agree to terminate that subset of licenses. The technical support fees for the remaining licenses will be priced in accordance with the technical support policies in effect at the time of termination. Oracle's license set definition is available in the current technical support policies. If you decide not to purchase technical support, you may not update any unsupported program licenses with new versions of the program.
162
Termination and Renewal
If either of us breaches a material term of this agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate this agreement. If Oracle ends . this agreement as specified in the preceding sentence, you must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for programs ordered and/or services received under this agreement plus related taxes and expenses. If Oracle ends the license for a program under the Indemnification section, you must pay within 30 days all amounts remaining unpaid for services related to such license plus related taxes and expenses. Except for nonpayment of fees, the non-breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under this agreement, you may not use those programs and/or services ordered. You further agree that if you have used an Oracle Financing Division contract to pay for the fees due under an order and you are in default under that contract, you may not use the programs and/or services that are subject to such contract. Provisions that survive termination or expiration are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.
163
Fees, Expenses, and Invoicing
All fees payable to Oracle are due within 30 days from the invoice date. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that Oracle must pay based on the programs and/or services you ordered, except for taxes based on Oracle's income. Also, you will reimburse Oracle for reasonable expenses related to providing the services. Fees for services listed in an ordering document are exclusive of taxes and expenses. You agree that you have not relied on the future availability of any programs or updates in entering into the payment obligations in your ordering document; however, (a) if you order SULS for programs, the preceding sentence does not relieve Oracle of its obligation to provide updates under your ordering document, if-and-when available, in accordance with Oracle's then current technical support policies, and (b) the preceding sentence does not change the rights granted to you for any program licensed under your ordering document, per the terms of your ordering document and this agreement.
164
Agreements and Modifications
You agree that this agreement and the information which is incorporated into this agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable ordering document, are the complete agreement for the programs and/or services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such programs and/or services. Nothing in this agreement excludes or limits Oracle's liability for deceit or fraudulent misrepresentation. If any term of this agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this agreement. It is expressly agreed that the terms of this agreement and any Oracle ordering document shall supersede the terms in any purchase order or other non-Oracle ordering document and no terms included in any such purchase order or other non-Oracle ordering document shall apply to the programs and/or services ordered. This agreement and ordering documents may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Oracle Store by authorized representatives of you and of Oracle. Any notice required under this agreement shall be provided to the other party in writing.
166
Miscellaneous Provisions and General Terms
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs. You agree that such export control laws govern your use of the programs (including technical data) and any services deliverables provided under this agreement, and you agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, program and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. .
168