Master Service and Subscription Agreement

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR PRODUCTS AND SERVICES.

IF YOU SIGN UP FOR A FREE TRIAL OF OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, EITHER BY CHECKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" REFER TO THAT ENTITY AND ITS AFFILIATES.

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition;

You may not access the Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive analysis.

This agreement was last updated on April 1, 2019. It is effective between you and us as of the date you accept this Agreement.

 

TABLE OF CONTENTS

1. Definitions
2. Free trial
3. Our responsibilities
4. Use of services and content
5. Non-DigitalPWC Suppliers
6. Fees and payment for services purchased
7. Property rights and licenses
8. Privacy
9. Representations, Warranties, Exclusive Remedies and Disclaimers
10. Mutual indemnification
11. Limitation of liability
12. Duration and termination
13. With whom you contract, notices, applicable law and jurisdiction
14. General provisions

 

1. DEFINITIONS

" Market  "AppExchange" means an online directory, catalog or marketplace of applications that interact with the Services, including, for example, the AppExchange located at www.digitalpwc.com. 

" Affiliated  "Control" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Covered Entity. For purposes of this definition, the term "control" means the direct or indirect ownership or control of more than 50 % of the voting power of the Covered Entity.

" Content  "Information" means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to an Order Form, as further described in the Documentation.

" Documentation  "Our online user guides, documentation, help and training materials, as updated from time to time, accessible through Help. DigitalPWC or log in to the relevant Service.

" Malicious code  Code" means code, files, scripts, agents or programs intended to cause harm, including, for example, viruses, worms, time bombs and Trojan horses.

" Convention  This Master Subscription Agreement" means this Master Subscription Agreement.

" Beta services  Our Services" means Our services that are not generally available to customers.

" Non-DigitalPWC applications  "means an online or offline software application provided by you or a third party that interacts with a Service, including, for example, an application developed by you or for you, that is listed on a marketplace, or that is identified as a DigitalPWC lab or by a similar designation.

" Order form  "Purchase Order" means an ordering document specifying the services to be provided hereunder that is entered into between you and us or any of our Affiliates, including any addenda and supplements thereto. By entering into a purchase order hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

" Purchased services  Services" means services that you or your affiliate purchase under a purchase order, as opposed to those provided as part of a free trial.

" Services  "Products and Services" means the products and services that You order as part of a free trial or Order Form and that We make available to You online, including associated offline components, as described in the Documentation.

The " services  "This excludes non-digital content and applications.

" User  User" means a person whom You authorize to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have provided a user ID and password. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with whom You do business.

" We " , " Our  " or " Our  DigitalPWC" means DigitalPWC as described in Section 13 (With Whom You Contract, Notice, Governing Law and Jurisdiction).

" You " or " Your "Company" means the company or other legal entity for which you accept this Agreement and affiliates of that company or entity.

" Your Data  "Electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services, excluding Non-DigitalPWC Content and Applications.

 

2. TRIAL VERSION

If you register on our website for a free trial period, we will make one or more Services available to you free of charge on a trial basis until the earlier of (a) the end of the free trial period for which you registered to use the applicable Services

Service(s), or (b) the start date of any subscription to the purchased Service(s) you ordered for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Such additional terms and conditions are incorporated into this Agreement by reference and shall be binding.

ALL DATA YOU ENTER INTO THE SERVICES AND ANY CUSTOMIZATIONS YOU MAKE TO THE SERVICES BY OR FOR YOU DURING YOUR FREE TRIAL PERIOD WILL BE PERMANENTLY LOST, UNLESS YOU SUBSCRIBE TO THE SAME SERVICES COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL PERIOD TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THE ONE COVERED BY THE TRIAL (FOR EXAMPLE, FROM AN ENTERPRISE EDITION TO A PROFESSIONAL EDITION); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THE ONE COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.

NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND WAIVERS),

DURING THE FREE TRIAL PERIOD, THE SERVICES ARE PROVIDED "AS IS". WITHOUT ANY WARRANTY.

Please refer to the User Guide during the trial period to familiarize yourself with the features and functions of the services before making your purchase.

 

3. OUR RESPONSIBILITIES

3.1. Provision of Purchased Services. We will (a) make the Services and Content available to You in accordance with this Agreement and the applicable Order Forms, (b) provide You with Our standard support for the Purchased Services at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the Purchased Services available online 24 hours a day, 7 days a week, except for: (i) scheduled downtime (of which We will provide at least 8 hours electronic notice and which We will schedule to the extent possible during weekend hours between 6:00 p.m. Friday and 3:00 a.m. (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, force majeure, governmental event, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet provider failure or delay, Non-DigitalPWC application, or denial of service attack.

3.2. Protection of Your Data. We will maintain administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of your data as described in the Documentation. These safeguards will include, but are not limited to, measures to prevent access, use, modification, or disclosure of your data by our personnel, except (a) to provide the Purchased Services and to prevent or fix technical or service problems, (b) in accordance with Section 8.3 (Mandatory Disclosure) below, or (c) if you expressly permit it in writing.

3.3 Our Personnel. We will be responsible for the performance of our personnel (including our employees and contractors) and their compliance with our obligations under this Agreement, except as otherwise provided herein.

3.4 Beta Services. From time to time, we may invite you to try the Beta Services free of charge. You may accept or decline such a trial at your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of a similar import. Beta Services are for evaluation purposes and not for production purposes, are not considered "Services" under this Agreement, are not supported, and may be subject to additional terms and conditions. Unless otherwise specified, any trial period for the Beta Services will expire on the earlier of one year from the date the trial begins or the date a version of the Beta Services becomes generally available. We may discontinue the Beta Services at any time, in our sole discretion, and may never make the Beta Services generally available. We will not be liable for any damages or injury arising out of or in connection with any Beta Service.

 

4. USE OF SERVICES AND CONTENTS

USE OF SERVICES AND CONTENTS

4.1 Subscriptions. Except as otherwise provided in the applicable Order Form, (a) the Services and Content are purchased in the form of subscriptions, (b) subscriptions may be added during a subscription period at the same price as the underlying subscription price, prorated for the portion of such subscription period remaining at the time the subscriptions are added, and (c) any subscriptions added will terminate on the same day as the underlying subscriptions.

4.2 Usage Limits. The Services and Content are subject to usage limitations, including, for example, the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to users, and the Service or Content may not be accessed by more than that number of users, (b) a user's password may not be shared with any other person, and (c) a user ID may be reassigned to a new person who replaces a person no longer requiring continued use of the Service or Content. If You exceed a contractual usage limit, We may work with You to attempt to reduce Your usage to comply with that limit. If, despite Our efforts, You are unable or unwilling to comply with a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any bill for excessive usage in accordance with Section 6.2 (Billing and Payment).

4.3 Your Responsibilities. You will (a) be responsible for User compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Content, and promptly notify Us of any unauthorized access or use, (d) use the Services and Content only in accordance with the Documentation and applicable governmental laws and regulations, and (e) comply with the terms and conditions of the Non-DigitalPWC Applications for which You use Services and Content.

4.4 Restrictions on Use. You may not (a) make any Service or Content available or use any Service or Content for the benefit of anyone other than you or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or subcontracting offering, (c) use any Service to store or transmit infringing (c) use any Service to store or transmit infringing, defamatory or otherwise illegal or tortious material, or to store or transmit material that violates the privacy rights of others, (d) use any Service to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any Service or the third party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its associated systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a manner that circumvents any contractual usage limitation, (h) copy any Service or any portion, feature, function or user interface thereof, (i) copy Content except as permitted herein or in any Order Form or documentation, (j) frame or duplicate any portion of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to construct a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).

4.5. Removal of Non-Digital Content and Applications. If a licensor requests that We remove Content or receive information that Content provided to You may violate applicable law or the rights of third parties, We may notify You and, in such event, You will promptly remove such Content from Your systems. If We receive information that a Non-DigitalPWC Application hosted on a Service You host may violate Our External Face Services or applicable law or the rights of third parties, We may notify You and in such event You will promptly disable such Non-DigitalPWC Application or modify the Non-DigitalPWC Application to resolve the potential violation.

If You fail to take the required action in accordance with the foregoing, We may disable the applicable Content, Service and/or Non-DigitalPWC Application until the potential violation is resolved.

 

5. NON-DIGITALPWC SUPPLIERS

5.1. Acquisition of Non-DigitalPWC Products and Services. We or third parties may make available (e.g., through a Marketplace or otherwise) third-party products or services, including, for example, Non-DigitalPWC applications and implementation services and other advisory services. Any acquisition by You of such non-digitalPWC products or services and any exchange of data between You and any non-digitalPWC provider is solely between You and the applicable non-digitalPWC provider. We do not warrant or endorse Non-DigitalPWC.

Non-DigitalPWC applications or other products or services, whether or not designated by us as "certified" or not, unless otherwise specified in a purchase order.

5.2. Non-DigitalPWC Applications and Your Data. If You install or activate a Non-DigitalPWC Application for use with a Service, You authorize us to allow the provider of that Non-DigitalPWC Application to access Your Data as required for that Non-DigitalPWC Application to interoperate with the Service. We are not responsible for the disclosure, modification or deletion of Your Data resulting from access by a Non-DigitalPWC Application.

5.3 Integration with Non-DigitalPWC Applications. The Services may contain features designed to interact with Non-DigitalPWC Applications. To use these features, you may need to obtain access to the Non-DigitalPWC Applications from their providers and you may need to grant us access to your account(s) on the Non-DigitalPWC Applications. If the provider of a Non-DigitalPWC Application ceases to make the Non-DigitalPWC Application available to interoperate with the corresponding features of the Service on reasonable terms, We may cease providing such features of the Service without entitling you to any refund, credit, or other compensation.

 

6. FEES AND PAYMENT FOR SERVICES PURCHASED

6.1. Fees. You will pay all fees specified in the Order Forms. Unless otherwise specified herein or in a Purchase Order,

(i) fees are based on services and content purchased and not on actual usage, (ii) payment obligations cannot be cancelled and fees paid are non-refundable, and (iii) quantities purchased cannot be reduced during the term of the relevant subscription.

6.2. Billing and Payment. You will provide us with valid and current credit card information, or a valid purchase order or other document reasonably acceptable to us. If you provide us with credit card information, you authorize us to charge that credit card for all purchased services listed in the purchase order for the term of the initial subscription and any renewal term of the subscription as set forth in Section 12.2 (Term of Purchased Subscriptions). This fee will be billed in advance, either annually or on a different schedule than that specified in the applicable Order Form. If the Order Form specifies that payment will be made by a method other than credit card, We will bill You in advance and otherwise in accordance with the applicable Order Form. Unless otherwise specified in the Order Form, invoiced charges are due net 30 days from the date of invoice. You are responsible for providing us with complete and accurate billing and contact information and for notifying us of any changes to such information.

6.3. Late Charges. If any invoiced amount is not received by Us by the due date, then, without limiting Our rights or remedies, (a) such charges may bear late interest at the rate of 1.5 % of the unpaid balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future Subscription renewals and Order Forms on payment terms less than those set forth in Section 6.2 (Billing and Payment).

6.4. Suspension of Service and Acceleration. If any amount owed by you under this Agreement or any other agreement for our Services is 30 days or more past due (or 10 days or more in the case of amounts you have authorized us to charge to your credit card), we may, without limiting our other rights and remedies, accelerate your outstanding obligations under such agreements so that all such obligations become immediately due and payable, and suspend our Services to you until such amounts are paid in full. We will notify you at least 10 days in advance that your account is past due in accordance with Section 13.2 (Method of Notification) before suspending your Services.

6.5. Payment Disputes. We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Expediting) above if You dispute the applicable charges reasonably and in good faith and cooperate diligently to resolve the dispute.

6.6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any kind, including, for example, value added taxes, sales taxes, use taxes or withholding taxes, which may be assessed by any jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If we are legally obligated to pay or collect Taxes for which you are responsible under this Section 6.6, we will invoice and pay you for such amount unless you provide us with a valid tax exemption certificate authorized by the relevant taxing authority. For clarity, we are solely responsible for the taxes imposed on us based on our income, assets and employees.

6.7. Future Functionality. You agree that your purchases are not contingent upon the delivery of any future functionality or features, or upon any oral or written public comments made by us regarding any future functionality or features.

 

7. PROPERTY RIGHTS AND LICENSES

7.1. Reservation of Rights. Subject to the limited rights expressly granted herein, We and Our licensors reserve all of Our right, title and interest in and to the Services and Content, including all of Our related intellectual property rights. No rights are granted to You hereunder other than those expressly set forth herein.

7.2. License to Use Content by Us. We grant You a limited worldwide license, under Our applicable intellectual property rights and licenses, to use the Content You have acquired pursuant to the Order Forms, subject to the Order Forms, this Agreement and the Documentation.

7.3. License to Host Your Data and Applications. You grant to us and our affiliates a limited worldwide license to host, copy, transmit and display your data, and any nonDigitalPWC applications and program code created by or for you using a Service, as necessary to enable us to provide the Services pursuant to this Agreement. Subject to the limited licenses granted herein, we do not acquire any right, title or interest from you or your licensors under this Agreement in or to your Data or any non-DigitalPWC application or program code.

7.4. License to Use Feedback by You. You grant us and our affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestions, enhancement requests, recommendations, corrections or other feedback provided by you or users regarding the operation of the Services.

 

8. CONFIDENTIALITY

8.1. Definition of Confidential Information. "Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), either orally or in writing, that is designated as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of its disclosure. Your Confidential Information includes your data; our Confidential Information includes services and content; and each party's Confidential Information includes the terms of this Agreement and all purchase orders (including pricing), as well as business and marketing plans, technological and technical information, product plans and drawings, and business processes communicated by that party. However, Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation to the disclosing party, (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation to the disclosing party, (iii) is received from a third party without breach of any obligation to the disclosing party, or (iv) is independently developed by the receiving party.

8.2. Protection of Confidential Information. The Receiving Party will exercise the same degree of care that it uses to protect the confidentiality of its own Confidential Information of the same nature (but not less than reasonable) (i) not to use the Disclosing Party's Confidential Information for any purpose other than as provided in this Agreement, and (ii) unless otherwise authorized in writing by the Disclosing Party, to limit access to the Disclosing Party's Confidential Information to those of its employees and its employees and contractors and those of its affiliates who require such information for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those provided herein. Neither Party will disclose the terms of this Agreement or any Purchase Order to any third party other than its Affiliates, legal counsel and accountants without the prior written consent of the other Party, provided that a Party making such disclosure to its Affiliate, legal counsel or accountants shall remain responsible for compliance with this Section 8.2 by such Affiliate, legal counsel or accountant.

8.3. Mandatory Disclosure. The Receiving Party may disclose Disclosing Party Confidential Information to the extent required by law, provided that the Receiving Party provides the Disclosing Party with advance notice of the mandatory disclosure (to the extent permitted by law) and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Receiving Party's Confidential Information in a civil proceeding to which the Disclosing Party is a party and the Disclosing Party does not contest the disclosure, the Disclosing Party will reimburse the Receiving Party for the reasonable costs of compiling and securing access to such Confidential Information that it incurs.

 

9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

9.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal authority to do so.

9.2 Our Warranties. We warrant that (a) this Agreement, the Order Forms, and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protecting the security, confidentiality, and integrity of your Data, (b) We will not significantly diminish the overall security of the Purchased Services during a Subscription Period, (c) the Purchased Services will be provided in accordance with the applicable Documentation, (d) subject to paragraph 5.3 (Integration with Non-DigitalPWC Applications), We will not significantly reduce the functionality of the Purchased Services during any Subscription Period, and (e) the Purchased Services and Content will not introduce Malicious Code into Your systems. For any breach of any of the foregoing warranties, Your exclusive remedies are as described in Sections 12.3 (Termination) and 12.4 (Refund or Payment on Termination).

9.3. Disclaimer of Liability. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE BETA CONTENT AND SERVICES ARE PROVIDED "AS IS" TO THE EXCLUSION OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ANY LIABILITY AND INDEMNIFICATION OBLIGATION FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY HOSTING PROVIDER.

 

10. MUTUAL COMPENSATION

10.1 Indemnification by Us. We will defend you against any claim, demand, suit or proceeding brought against you by a third party alleging that the use of any Service purchased pursuant to this Agreement infringes or misappropriates such third party's intellectual property rights (a "Claim Against You"), and will indemnify you against any damages, attorneys' fees and costs ultimately awarded against you as a result of, or for amounts paid by you in a court-approved settlement of a Claim against you, provided that you (a) promptly notify Us in writing of the Claim against you, (b) give Us sole control over the defense and settlement of the Claim against you (except that We may not settle any Claim against you unless it unconditionally releases You from liability), and (c) provide Us with all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may, at Our discretion and at no cost to you, (i) modify the Service so that it no longer infringes or misappropriates, without violating Our warranties under Section 9.2 (Our Warranties), (ii) license your continued use of the Service in accordance with this Agreement, or (iii) terminate your subscription for that Service upon 30 days prior written notice to you and refund to you any prepaid fees covering the term of the cancelled subscriptions. The foregoing defense and indemnification obligations shall not apply to the extent that any claim against you arises out of the Content, a Non-DigitalPWC application, or your breach of this Agreement.

10.2 Indemnification by You. You will defend us against any claim, demand, suit or proceeding brought against us by a third party alleging that your data or use of any Service or Content in violation of this Agreement infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against Us" ) and you will indemnify us for any damages, legal fees and costs ultimately awarded against us as a result of, or for any amount paid by us in an approved legal settlement of a Claim against us, provided that we (a) give you prompt written notice of the Claim against us, (b) give you sole control over the defense and settlement of the Claim against us (except that you may not settle any Claim against us unless it unconditionally releases us from liability), and (c) provide you with all reasonable assistance, at your expense

10.3 Exclusive Remedy. This Section 10 sets forth the indemnifying party's exclusive liability to the other party and the indemnified party's exclusive remedy against the other party for any type of claim described in this Section 10.

 

11. LIMITATION OF LIABILITY

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability. The liability of either party for any single incident arising out of or relating to this Agreement shall not exceed the amount paid by Customer hereunder during the 12 months preceding the incident, provided that in no event shall the aggregate liability of either party arising out of or relating to this Agreement exceed the total amount paid by Customer hereunder. The foregoing limitations shall apply whether the action is in contract or tort and regardless of the theory of liability. However, the foregoing limitations shall not limit Customer's payment obligations under Section 6 (Fees and Payment for Services Purchased).

11.2 Exclusion of Indirect and Consequential Damages. In no event shall either party be liable to the other party for any loss of profits, revenues, or indirect, special, incidental, consequential, cover-up, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by law.

 

12. DURATION AND TERMINATION

12.1 Term of Agreement. This Agreement shall commence on the date you first accept it and shall continue until all subscriptions hereunder have expired or been terminated.

12.2. Duration of Purchased Subscriptions. The term of each subscription is specified in the applicable Purchase Order. Unless otherwise specified in a Purchase Order, subscriptions will automatically renew for additional periods equal to the term of the expiring subscription or one year (whichever is shorter), unless either party gives the other party notice of non-renewal at least 30 days prior to the expiration of the applicable subscription. The unit price during an automatic renewal period will be the same as during the immediately preceding period, unless We have given You written notice of a price increase at least 60 days prior to the end of such preceding period, in which case the price increase will be effective upon renewal and thereafter. Any such price increase shall not exceed 7% of the price of the Purchased Service or applicable Content during the immediately preceding subscription period, unless the price for the preceding period was designated in the applicable Purchase Order as promotional or one-time.

12.3. Termination. A party may terminate this Agreement for cause (i) upon 30 days prior written notice to the other party of a material breach if such breach is not cured by the expiration of such period or (ii) if the other party becomes the subject of a petition in bankruptcy or other proceeding relating to an insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.4 Refund or Payment on Termination. If you terminate this Agreement pursuant to Section

12.3 (Termination), We will refund to You all prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If We terminate this Agreement pursuant to Section 12.3, You will pay all unpaid fees covering the remainder of the term of all Order Forms. In no event shall termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination.

12.5. Portability and Deletion of Your Data. Upon Your request made within 30 days of the effective date of termination or expiration of this Agreement, We will make Your Data available for export or download as set forth in the Documentation. After this 30-day period, We will have no obligation to maintain or provide Your Data, and We will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control as provided in the Documentation, unless prohibited by law.

12.6. Survival Provisions. The sections entitled "Fees and Payment for Purchasing Services," "Proprietary Rights and Licenses," "Privacy," "Disclaimer," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment on Termination," "Portability and Deletion of Your Data," "With Whom You Contract, Notifications,

Applicable Law and Jurisdiction" and "General Provisions" shall survive any termination or expiration of this Agreement.

 

13. WHO YOU CONTRACT WITH, NOTICES, APPLICABLE LAW AND JURISDICTION

13.1. General. The persons with whom you contract under this Agreement, to whom you must give notices under this Agreement, the laws that will apply to any lawsuit arising out of or relating to this Agreement, and the courts having jurisdiction over such lawsuits, depend on where you are domiciled.

You contract with DIGITALPWC.COM

13.2 Manner of Notice. Except as otherwise provided in this Agreement, all notices, authorizations and approvals hereunder shall be in writing and shall be deemed given when: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after confirmed fax, or (iv) the first business day after email (provided that email is not sufficient for notices of termination or a compensable claim). Billing-related notices to You shall be addressed to the billing contact You have designated. All other notices to You should be addressed to the system administrator of the Services that You have designated.

13.3. Agreement on Governing Law and Jurisdiction. Each party agrees to the above applicable law without regard to choice or conflict of law rules, and to the exclusive jurisdiction of the above applicable courts.

13.4. No Agency. For the avoidance of doubt, we are entering into this Agreement as principal and not as agent of any other DigitalPWC company. Subject to any assignment permitted under Section 14.4, the obligations owed by us under this Agreement are owed solely by us to you and the obligations owed by you under this Agreement are owed solely to us.

 

14. GENERAL PROVISIONS

14.1. Anti-Corruption. You have not received or received any illegal or improper bribe, kickback, payment, gift or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment offered in the ordinary course of business do not violate the above restriction. If You become aware of a violation of the above restriction, You will use reasonable efforts to promptly notify Our legal department at the following address

14.2 Entire Agreement and Order of Precedence. This Agreement constitutes the entire agreement between You and Us with respect to Your use of the Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, regarding its subject matter. No modification, amendment or waiver of any of the provisions of this Agreement will be effective unless made in writing and signed by the party against whom the modification, amendment or waiver is to be relied upon. The parties agree that any term or condition set forth in your purchase order or any other document in your order (excluding purchase orders) is void. In the event of a conflict or inconsistency between the following documents, the order of precedence is as follows: (1) the applicable purchase order, (2) this Agreement, and (3) the Documentation.

14.3. Assignment. Neither party may assign its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which shall not be unreasonably withheld); provided, however, that either party may assign this Agreement in its entirety (including all Order Forms), without the consent of the other party to its Affiliate or in connection with a merger, acquisition, reorganization or sale of all or a portion of its assets. Notwithstanding the foregoing, if either party is acquired by a direct competitor of the other party, sells substantially all of its assets to a direct competitor of the other party, or undergoes a change of control in favor of the other party, such other party may terminate this Agreement upon written notice. In the event of such termination, We will refund to You all prepaid fees covering the remaining term of all Subscriptions. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

14.4 Relationship between the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

14.5. Third Party Beneficiaries. Our Content licensors shall have the benefit of Our rights and protections hereunder with respect to the applicable Content. There are no other third party beneficiaries under this Agreement.

14.6. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of such right.

14.7. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be contrary to law, such provision shall be deemed null and void and the remaining provisions of this Agreement shall remain in full force and effect.