a.            Subject to Customer’s compliance with the terms and conditions of this Agreement, including but not limited to payment of the Subscription Fees, AGX grants Customer a limited, non-exclusive, non-transferable, non-sub-licensable, revocable subscription licence to access and use the Service and Content, during the Term solely and exclusively for Customer’s internal business purposes. The Service is licensed on a subscription basis, and Customer acknowledges that it does not acquire any licence to use the Service in excess of the scope and duration as expressly stated in this Agreement.

b.             Customer agrees to comply with, and undertakes that its use of the Service shall be governed by, AGX’s terms and conditions athttps://www.agxworld.com/terms-conditions in effect and as amended from time to time. AGX shall not be responsible in any way for these terms nor for their compliance or otherwise by Customer.

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a.             Customer may obtain User Accounts for any employee(s) or independent contractor(s) of Customer who Customer authorizes to use the Service for Customer’s internal business purposes, provided always that Customer shall remain responsible for all its Users’ activity under a User Account pursuant to this Agreement. Customer may not sub-license, resell or supply the Service for use in any other organization or business without AGX’s prior written consent. Save as expressly permitted or authorised by AGX, Customer agrees that it shall not permit more than one User to use any User Account at any given time, and that the sharing of usernames and passwords among individuals without AGX’s permission or authorization shall be considered a material breach of this Agreement. Customer is responsible for maintaining the security and confidentiality of all User usernames and passwords and shall notify AGX promptly upon becoming aware of any unauthorized use of the Services by its Users, or other suspected breach of security relating to the Services. [1] [AC2]

b.             Customer’s use of the Service may be subject to usage limits as indicated in the Agreement and/or applicable Documentation. Customer’s Account Contact may add to the number of licensed User Accounts, or otherwise increase licence capacity, by contacting Customer Support by email or phone, or by utilizing applicable account management features of the Service.

c.             Customer is permitted to access, store, print, and display the Content solely for its own internal business purposes in connection with its use of the Service. Content is provided “as is” without warranty of any kind.

d.             Customer shall be solely responsible for procuring, maintaining, upgrading, securing, backing up and repairing, at its own expense, all hardware, desktop environments, mobile devices, Third Party Services, Customer Add-Ons, applications, tools, plug-ins, add-ins, integrations and software (excluding that licensed under this Agreement); communication equipment, Internet connectivity, Customer Data and the systems operating environment external to the Software’s testing and production environment (the “Customer IT Systems”). Customer acknowledges that the operation, speed, and performance of the Services can be adversely affected by the operating characteristics, defects in and compatibility of Customer IT Systems, and agrees that AGX is not responsible for any degradation or interruption in Services operation caused by Customer IT Systems.

e.             Customerunderstands that electronic communication is necessary for Customer’s access toand use of the Service. Customer acknowledge that Customer’s electroniccommunications will involve transmission over the Internet and over variousother networks that are not owned or operated by AGX. Customer agrees that AGXis not responsible for any electronic communications or Customer Data which aredelayed, lost, altered, intercepted or stored without authorization during thetransmission of any Customer Data whatsoever across networks not owned oroperated by AGX, including, without limitation, the Internet. Customer isresponsible for implementing appropriate safeguards with respect to itsCustomer Data and Customer IT Systems.

f.              Customershall not: (a) alter, distribute, license, resell, sublicense, transfer,assign, or otherwise commercially exploit the Service to any third party, (b)except as expressly permitted by law, reverse engineer, decompile or otherwiseattempt to discover the source code, APIs or underlying ideas or algorithms ofthe Service, (c) use the Services in any manner that is illegal, misleading,defamatory, indecent, obscene, threatening, infringing upon third partyIntellectual Property Rights, invasive of personal privacy, or otherwiseobjectionable (collectively “ObjectionableMatter”) or (d) use or access the Service to: (i) build a competitiveproduct or service, (ii) make or have made a product or service with similarfeatures, functions, text, or graphics, (iii) make derivative works based uponthe Service or Content, (iv) send Unsolicited Commercial Email to any person orotherwise violate Applicable Laws; or (v) copy any features, functions, text,or graphics of the Service or the Content including, without limitation, thestructure, sequence or organization of the user interface.

g.             Priorto any removal of Customer Data, and to the extent not prohibited by ApplicableLaw, AGX will notify Customer of any complaint that AGX receives from a thirdparty in relation to Customer or Customer Data. Customer shall promptlyinvestigate the complaint and notify AGX within one (1) business day (or suchfurther period as may be agreed in writing by the parties) of action thatCustomer has taken in response to the complaint. If the complaint has not beenresolved, Customer will provide AGX with written updates of the status of thecomplaint at such reasonable intervals as AGX may request. AGX reserves theright to remove and/or terminate any transmission of data by Customer and/orits Users in violation of this Agreement; however AGX has no obligation to doso.

h.             Customershall provide that each of its Affiliates is subject to and bound by the termsof this Agreement with respect to the use and operation of the Services, andguarantees the compliance and performance of such Affiliates hereunder. AGX shallbe a third party beneficiary of any rights of Customer necessary to enforce theterms of this agreement against any Affiliate.

a.             Customerwill have sole responsibility for ensuring the accuracy, quality, integrity,legality, reliability, appropriateness and copyright of all Customer Data thatit submits to the Services. While AGX does not actively monitor Customer Datauploaded to the Service, it may remove any Customer Data that it reasonablydetermines violates Applicable Law or a third party’s rights. To the extentpracticable, AGX will contact Customer prior to the removal of any CustomerData pursuant to this clause to provide Customer a reasonable opportunity toresolve the alleged infringement directly with the applicable third party

b.    Customer acknowledges that Customeris the Data Controller and AGX is the Data Processor with respect to CustomerData. [3] [4] [5] [6] [AC7] Customer shall comply with all Data Privacy Laws relating toits performance as a Data Controller, including without limitation, the engagement of AGX for the Services under this Agreement, the accuracy and legality of Customer Data, the lawful processing of Customer Data and the provisioning of access to Customer Data to AGX to perform its obligations and deliver the Services under this Agreement. Customer further agrees to notify and obtain any consents legally required from (or ensure an alternative processing ground for lawfully processing Personal Data pertaining to) its customers, Data Subjects and/or Users relative to the processing of any Customer Data hereunder by AGX, and its Sub-Processors. Such notices and consents shall inform such customers, Data Subjects and/or Users that Customer Data may be located, processed, accessed and/or stored in foreign jurisdictions and that applicable laws in those foreign jurisdictions might permit foreign governments, courts, and law enforcement or regulatory agencies to access Customer Data, including Personal Data.

c.             Customer acknowledges that AGX does not and will not render any legal opinions regarding Customer’s use of the Services, including, but not limited to, compliance with any Applicable Laws, and Customer shall base its processes, guidelines, and decisions on its own policies, procedures, legal advice and in dependent decisions. Any Professional Services, consultation, training, information and forms provided by AGX are provided for informational purposes only in relation to use of the Services, and not for the purpose of providing legal advice. INNO EVENT WILL AGX BE LIABLE TO CUSTOMER FOR THE RESULTS OF ANY DECISIONS MADEBY CUSTOMER WITH RESPECT TO CUSTOMER’S OR ANY USER’S USE OF THE SERVICES, NORFOR THE ACTIONS OR DECISIONS OF CUSTOMER OR ITS USERS.

a.             Duringthe Term, Customer may retain AGX to perform certain professional services (“Professional Services”) pursuant to astatement of  work (“Statement of Work” or “SOW”)signed by both Parties. Any dates specified in a Statement of Work shall beestimates only.

b.             Exceptas otherwise mutually agreed in a Statement of Work, Customer accepts theProfessional Services on delivery, and Professional Services are provided byAGX on a time and materials basis at AGX’s then applicable rates and subject tosuch deposit or advance payment as AGX may agree in a Pricing Schedule or SOW.Maintenance and support of any Customer Add-Ons and Code Customizations (asdefined in Section 8 below) created by means of Professional Services or anyservices provided by a Third Party Services provider is not included in theSubscription Fees for Services and, if required by Customer, will likewise beinvoiced pursuant to a Pricing Schedule and/or Statement of Work basis onmutually agreed terms. AGX is under no obligation to support or maintain anycustom code or functionality, including but not limited to Customer Add-Ons andCode Customizations, except as may be expressly agreed in writing.

c.             Customershall: (i) have responsibility for the overall direction of the delivery ofProfessional Services, including services provided to it by any and all thirdparty vendors; (ii) provide AGX, in a timely, complete and accurate fashion,with all information reasonably required for the performance of theProfessional Services; (iii) provide AGX with reasonable and legal access toand use of Customer IT Systems, data, software and premises necessary for theperformance of the Professional Services; (iv) cooperate fully with AGX in theproviding of Professional Services; (v) provide adequate guidelines,information and resources in accordance with the applicable SOW to participatein or facilitate the performance of the Professional Services; (vi) participatein the conduct of training sessions, if applicable; (vii) be responsible for thedevelopment of new internal change management and other internal procedures;(viii) timely participate in meetings and make its personnel readily availablefor such meetings; (ix) support good faith recommendations, guidelines andrequirements regarding establishment of project milestones, testing, systemenvironments and equipment; (x) specifically acknowledges that AGX is notproviding it with legal advice or accounting advice and that to the extentapplicable to any of the Professional Services and Services, Customer willconsult with and rely exclusively on its own attorneys, accountants or otherfinancial advisors for legal, accounting and related advice; (xi) remain solelyresponsible for its compliance with Applicable Laws as applicable to its industryand business; and (xii) assign personnel with relevant training and experienceto work as part of a project team with AGX or in consultation with AGX’spersonnel. AGX shall not be responsible for any delay or failure by AGX toper form its obligations under a Statement of Work that occurs as a direct or indirect result of any default or breach on the part of Customer or a Third Party Service provider and, accordingly, AGX shall not be liable to Customer in such circumstances.

d.             In the event Customer engages with a third party to provide any professional services, the provisioning of such professional services shall be governed by and subject to terms and conditions for such engagement as agreed between Customer and such third party provider. AGX shall not have any responsibility for the delivery of any professional services by a third party, and Customer shall look solely to the applicable third party provider for delivery and warranty of all such services. AGX shall have no liability to Customer for any claim, demand, loss, cause of action, expense, damage, or judgment award, including without limitation attorney’s fees and costs that arise in connection with any Third Party Services. AGX shall only be responsible for the delivery of those Professional Services that are AGX’s obligation to deliver as mutually agreed in a Statement of Work.

a.      Certain Third Party Service providers offer products and services that may include implementation, customization, development and other consulting services related to Customer’s use of the Service and applications (both offline and online) or services that work in conjunction with the Service, such as by exchanging data with the Service or offering additional functionality within the user interface of the Service through the use of APIs. AGX does not warrant any such Third Party Providers or any of their products and services. Any exchange of data or other interaction between Customer and a Third Party Service provider, and any purchase by Customer of any Third Party Service or product or offered by any such third party provider is solely between Customer and such Third Party Provider.

b.      AGX may, in its reasonable discretion, subcontract some or all of its obligations under this Agreement to a subcontractor. AGX cannot guarantee the continued availability of such third party products and services, and may block access to such third party apps without entitling Customer to any refund, credit, or other compensation, if for example the provider of the Third Party Service Provider or subcontractor ceases to provision its product or service at a level that is acceptable to AGX.

c.       The Service may provide, or subcontractors and Third Party Service providers may provide, links to other external world wide web or mobile sites or resources. Because AGX has no control over such external sites and resources, Customer agrees that AGX is not responsible for the availability of such external sites or resources, and does not endorse and is not liable for any content, advertising, products or other materials on or available from such sites sources. In addition, Customer agrees that AGX is not responsible for any and all third party information or data that Customer may transmit, process or transfer to or from such third party through the Service (e.g., through the integration of the Service with a Third Party Service).

a.             During the Term Confidential Information may be disclosed by one Party (the “Disclosing Party”) to the other Party(the “Receiving Party”) that is identified as confidential. Without limiting the generality of the fore going, the terms of this Agreement, the Services, the Professional Services and Documentation shall be considered the Confidential Information of AGX.

b.             Each Party agrees: (i) not to use the Confidential Information of the other Party, or third party Confidential Information, except in accordance with, or to perform its obligations or exercise its rights under the Agreement; (ii) to protect the confidentiality of such Confidential Information as it protects its own Confidential Information (but in any event with no less than a reasonable degree of care); and (iii) to make Confidential Information available to its own employees, consultants, Sub-Processors and subcontractors on a need-to-know basis and where such employees, consultants Sub-Processors or subcontractors are under a binding, written obligation of confidentiality with respect to such Confidential Information at least as restrictive as the obligations contained in this Section 7.

c.             Confidential Information shall not include information that (i) Customer discloses or shares with AGX; (ii) has become generally publicly available (unless made public by a breach hereunder by the Receiving Party or its representative); (iii) was rightfully received by the Receiving Party from a source not under obligation of confidentiality with respect to the Confidential Information; (iv) is lawfully in the possession of the Receiving Party, in written or other recorded form, prior to the disclosure by the Disclosing Party; or (v) is developed by the Receiving Party independent of, and without reference to, any Confidential  Information as demonstrated by Receiving Party’s written records.

d.             Not withstanding the foregoing, this Section 7 shall not prohibit the disclosure of Confidential Information, (i) to the extent such disclosure is permitted or required by Applicable Law or order of a court or other government authority, provided that(unless prohibited by such court, government authority or Applicable Law) the Disclosing Party has been given notice and the opportunity to petition for injunctive relief or protective order regarding such disclosure, or (ii) in connection with a claim between the Parties under the Agreement. As of the Effective Date, this Section 7 supersedes and replaces any prior non-disclosure agreement(s) entered into between the Parties related to the subject matter covered by this Agreement.

a.             During the Term Confidential Information may be disclosed by one Party (the “Disclosing Party”) to the other Party(the “Receiving Party”) that is identified as confidential. Without limiting the generality of the fore going, the terms of this Agreement, the Services, the Professional Services and Documentation shall be considered the Confidential Information of AGX.

b.             Each Party agrees: (i) not to use the Confidential Information of the other Party, or third party Confidential Information, except in accordance with, or to perform its obligations or exercise its rights under the Agreement; (ii) to protect the confidentiality of such Confidential Information as it protects its own Confidential Information (but in any event with no less than a reasonable degree of care); and (iii) to make Confidential Information available to its own employees, consultants, Sub-Processors and subcontractors on a need-to-know basis and where such employees, consultants Sub-Processors or subcontractors are under a binding, written obligation of confidentiality with respect to such Confidential Information at least as restrictive as the obligations contained in this Section 7.

c.             Confidential Information shall not include information that (i) Customer discloses or shares with AGX; (ii) has become generally publicly available (unless made public by a breach hereunder by the Receiving Party or its representative); (iii) was rightfully received by the Receiving Party from a source not under obligation of confidentiality with respect to the Confidential Information; (iv) is lawfully in the possession of the Receiving Party, in written or other recorded form, prior to the disclosure by the Disclosing Party; or (v) is developed by the Receiving Party independent of, and without reference to, any Confidential  Information as demonstrated by Receiving Party’s written records.

d.             Not withstanding the foregoing, this Section 7 shall not prohibit the disclosure of Confidential Information, (i) to the extent such disclosure is permitted or required by Applicable Law or order of a court or other government authority, provided that(unless prohibited by such court, government authority or Applicable Law) the Disclosing Party has been given notice and the opportunity to petition for injunctive relief or protective order regarding such disclosure, or (ii) in connection with a claim between the Parties under the Agreement. As of the Effective Date, this Section 7 supersedes and replaces any prior non-disclosure agreement(s) entered into between the Parties related to the subject matter covered by this Agreement.

a.             Customer shall not acquire any licence, right, title or interest in the Service or Content except as expressly stated in Section 2(a) (Licence Grant). ThisAgreement grants no ownership rights to Customer. Each of AGX’s name, logo, product names, service names, copyrights, trademarks, trade names, proprietary notices and branding associated with the Service are the property of AGX and/or third parties, and they may not be used, altered or removed from the Services without prior written consent from the relevant parties.

b.             Customer grants to AGX and its Affiliates a transferable, sub-licensable, irrevocable licence to access, use copy, store, transmit and display Customer Data, including but not limited to provide, maintain and enhance the Service.

c.             AGXshall own all rights, title, and interest in and to any and all code development or other programming, configurations, customizations or derivations of the Services requested by Customer or otherwise carried out in furtherance of this Agreement and/or in implementing the Services for Customer, including any Intellectual Property Rights therein (“Code Customizations”). Customer hereby assigns to AGX any and all rights, title and interest in and to any and all Code Customizations. Customer shall not retain any right to sell, license, market and/or commercially exploit the Code Customizations, including but not limited to hosting, consulting or other technical or professional services utilizing either the Services or Code Customizations. At AGX’s request, and to the extent the Code Customizations are in Customer’s possession or control, Customer shall disclose and deliver to AGX all Code Customizations, and will cooperate with and assist AGX (including executing documents) to perfect and maintain AGX’s Intellectual Property Rights in any and all Code Customizations. Customer hereby forever waives and agrees never to assert against AGX and its successors or Customers any Intellectual Property Rights it may have in any Code Customizations. Customer’s licence rights in and to any Code Customizations shall be the same as those granted to Customer in Section 2(a) of this Agreement.

d.             Customer may use Customer Add-Ons solely in support of Customer’s internal business and may not license, commercialize, sell, rent or distribute Customer Add-Ons to any third party in exchange for consideration, or otherwise use Customer Add-Ons in competition with AGX’s business. Customer grants AGX a royalty-free, non-exclusive licence to use Customer Add-Ons to perform or operate the Services for Customer as authorized hereunder for the Term.

e.             From time to time during the Term AGX may solicit and/or Customer, its Account Contact and Support Contacts may provide Feedback to AGX. Customer grants to AGX a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable right to use the Feedback for any purpose, including but not limited to, incorporation of Feedback into the Services or other offerings without compensation or attribution to Customer.

a.            Duringthe Term, taking into account the nature, scope, context and purposes of theprocessing, each Party will implement and maintain commercially appropriatetechnical and organizational security measures designed to protect theintegrity, confidentiality and security of the Services and Customer Dataagainst unauthorized disclosure and/or access by unauthorized third-parties.

b.             In the event that a Party, after investigation, has reason to believe that a databreach and/or security incident (as defined under Data Privacy Laws) affectingCustomer Data has occurred, it will notify the other Party and provide anydetails of the nature and circumstances of the breach as required under DataPrivacy Laws. If no time period for notification is prescribed by applicable Data Privacy Laws, it shall notify the other Party as soon as reasonably practicable under the circumstances.

c.             Each Party agrees to comply with all Data Privacy Laws relating to its performance under this Agreement.

d.             Customer hereby agrees that Personal Data will be processed by and transferred to AGX Customer agrees that AGX may process and transfer Personal Data to its Group Companies and their Affiliates, subcontractors and Sub-Processors located in international jurisdictions.

e.             AGX may aggregate and de-identify Customer Data (“Anonymized Data”) and use, disclose, distribute, and publish Anonymized Data for statistical, analytical, machine learning and product enhancement purposes. Such Anonymized Data will be the sole property of AGX.

a.             Customer shall pay all fees due and payable for Customer and its Affiliates under this Agreement, as set forth in the applicable Pricing Schedule. For purposes of billing, Subscription Fees begin to accrue on the earlier of the Billing StartDate indicated in the Pricing Schedule, or the Go-Live Date as defined in the Statement of Work. Pricing changes for Subscription Fees and other charges may occur as stated in Section 11(a).

b.             The billing interval for the Services shall be as outlined in the applicable Pricing Schedule.

c.              Subscription Fees are outlined in the Pricing Schedule and, depending upon the applicable Service, may be transactional based with an applicable Service charge per month, or a flat monthly fee with certain other charges that are payable per month depending on the Service(s),or as otherwise specified. On or before the first day of a given billing interval, AGX will issue an invoice for the minimum Subscription Fees due for the applicable billing interval (in advance). User Accounts may be added during a billing interval at the then current price per User Account (as specified on the Pricing Schedule, as modified or amended in accordance with the Agreement).If a User Account is added other than in the first month of a billing interval, the additional Subscription Fee for that first, partial billing interval shall be prorated for the number of months remaining in that billing interval. Thereafter, for the remainder of the Term, Customer shall pay the additional Subscription Fee for each additional User Account licensed, in advance for each billing interval, without any corresponding downward adjustment for User Accounts that for any reason have either been disabled or are no longer used to access the Service. Customer is responsible for enabling and disabling Users in accordance with Section 10(f) and agrees that charges will apply for all billable Users regardless of whether such User Accounts are enabled but inactive. A User Account is considered “billable” for the month if it is enabled and available for login and use by Customer during a month. [8] [9] [AC10]

d.             Subject to Section 10(e), invoices for all fees are due and payable by Customer, without deduction, withholding, setoff or counterclaim, within fourteen(14)days of the invoice date. Customer is responsible for providing AGX with complete and accurate billing and Account Contact information and for updating its payment information on file in a timely manner. Customer will beresponsible for payment of all taxes (in addition to the payment of the feeshereunder). For the avoidance of doubt, all, all fees stated in the Pricing Schedule do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction. Customer agrees to pay applicable direct or indirect Taxes associated with the Services hereunder.  If Customer has an obligation to withhold any amounts under any law or tax regime, Customer will gross up the payments so that AGX receives the amount actually quoted and invoiced.  If AGX has the legal obligation to pay or collect taxes for which Customer is responsible under this section, the appropriate amount will be invoiced and paid by the Customer, unless, prior to the payment due date, Customer provides AGX with a valid tax exemption certificate authorized by the appropriate taxing authority.  Payment obligations are non-cancellable and fees paid are non-refundable.

e.              Customer believes in good faith and with a reasonable basis that any specific charge under the Agreement is incorrect, Customer must contact AGX in writing within thirty (30) days of the applicable invoice date setting forth the nature and amount of the requested correction, and pay the undisputed portion by the duedate. Customer remains liable for the disputed portion unless and until it is resolved in Customer’s favor; otherwise charges are final. Any amount that is not paid by Customer when due under this Agreement (including any disputed amounts that are resolved in our favor) shall bear interest at the rate of 1.5%per month or the maximum applicable legal rate, whichever is less, until paid. Customer shall pay AGX for all reasonable legal fees and other costs of collecting any payments that are overdue under this Agreement. AGX may condition the provision of any Services and Customer Support to the timely payment of all Subscription Fees and other fees then due and payable under the Agreement in accordance with 11(e) below.

f.              Customer shall reimburse AGX for any out-of-pocket expenses incurred in connection with travel for providing the Services.

g.              AGXshall be entitled to charge Customer for costs arising from any request made on short notice by Customer in connection with the Services. AGX also reserves the right to charge Customer for any additional costs for the Services where AGX’s assumptions that were originally relied upon turn out to be different at the implementation stage.

a.             The term of the Agreement commences on the Effective Date and will continue there after until the Agreement expires or is terminated as provided in this Section 11 (the “Term”). The Initial Term for the Services will commence  on the earlier of the Billing Start Date as indicated on the applicable Pricing Schedule or, if applicable, the Go-Live Date. The initial term of a Pricing Schedule shall be the number of months indicated in the Pricing Schedule following the Billing Start Date and as specified as being the “Initial Term” therein (the “Initial Term”).Thereafter, following expiration of the Initial Term, the applicable Pricing Schedule will automatically renew for successive one (1) year periods, (each a “Renewal Term”), beginning at the end of the Initial Term or the then current Renewal Term, as the case may be, unless either Party provides written notice of its intent not to renew the Agreement at least sixty (60) days prior to the end of the then current Term. The Agreement shall terminate upon termination or expiration of the last remaining Pricing Schedule. Applicable pricing and billing will continue unchanged during the Term unless AGX, in its own discretion, notifies Customerin writing of changes in pricing and/or billing, including Subscription Fees, billing interval, minimum Subscription Fees, acceleration fees, or any othercommercial terms, at least sixty(60) days prior to any anniversary of the Billing Start Date.

b.             Subject to Customer’s right to terminate the Agreement under Section 11(g), AGX reserves the right to terminate: (i) any Third Party Service, or subcontracted service comprising a part of the Service or on which the Service otherwise relies upon not less than sixty (60) days’ notice to Customer, or (ii) the Agreementor any Service or product provided hereunder for convenience on not less thanone (1) year’s notice to Customer.

c.              Either Party may terminate the Agreement for cause upon written notice if the other Party materially breaches the Agreement and such breach has not been cured within thirty (30) calendar days of written notice of the breach. If Customer terminates the Agreement for AGX’s uncured material breach under this Section11(c), Customer shall not be entitled to receive a refund of any fees paid prior to the effective date of such termination.

d.             An yearly termination of a Pricing Schedule, Statement of Work and/or the Agreement: (i) by Customer (other than as set forth in Section 11(c) above),(ii) by AGX for Customer’s uncured breach as set forth in Section 11(c), and/or(iii) for non-payment pursuant to Section 11(e), prior to the end of the then-current Term, will subject Customer to an early termination fee, by way of liquidated damages and not as a penalty, in an amount equal to all Subscription Fees due for the remainder of the then-current Term plus any other fees or amounts due up to the date of termination.

e.              In addition to its other applicable remedies, AGX reserves the right to suspend Customer’s access to the Services and Customer Support and/or terminate the Agreement upon five (5) business days’ email notice, if Customer fails to make timely payment pursuant to Section 10(d) above. Email notice under theAgreement will be deemed given if addressed to the Account Contact’s emailaddress provided to AGX. Additionally, AGX may immediately terminate this Agreement upon written notice if: (a) an encumbrancer takes possession or areceiver is appointed over any of the property or assets of Customer; (b)Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order; (c) Customer goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganization and in such manner that the company resulting from the reorganization effectively agrees to be bound by or to assume the obligations imposed on Customer under this Agreement); or (d) Customer ceases to carry on business. Similarly, AGX reserves the right to suspend access to Customer’s account if Customer becomes party to a legal dispute regarding ownership of Customer Data, and shall be entitled to terminate Customer’s account and this Agreement if such dispute extends beyond sixty (60) days.

f.              Customer agrees that AGX may, with reasonable notice to Customer, suspend Customer’s access to the Service if AGX reasonably concludes that Customer is using the Service to engage in denial of service attacks, sending Unsolicited Commercial Email, or using the Service to violate Applicable Law, and/or Customer’s use of the Service is causing immediate, material, or ongoing harm to AGX or others. Customer further agrees that AGX may immediately suspend Customer’s access to the Service, and terminate this agreement upon written notice if Customer or any of its Users, Account Contacts or Support Contacts submits any Objectionable Matter. In the event that AGX suspends Customer’s access to the Service, AGX will use its reasonable endeavors to assist Customer with resolving the issues causing the suspension of Service as soon as is reasonably practicable. Customer agrees that AGX shall not be liable to Customer nor to any third party for any suspension of the Service under such circumstances defined in this Section.

g.              While AGX will employ commercially reasonable efforts not to materially deprecate the Services during the Term, AGX reserves the right at any time and from time to time to modify temporarily or permanently, the Service (or any feature or part thereof). Customer acknowledges that AGX reserves the right to discontinue offering the Service at the conclusion of Customer’s then-current Term. Customer agrees that AGX shall not be liable to Customer nor to any third party for any modification of the Service as described in this Section.

h.             Upon termination or expiration of the Agreement, Customer’s licence to use the Services and any Code Customizations shall immediately terminate, and Customer shall have no rights to continue its use of the Service, except as otherwise mutually agreed between the Parties in writing. Upon termination or expiration of the Agreement for any reason and howsoever arising, Customer agrees and acknowledges that AGX has no obligation to retain Customer Data, and may delete such Customer Data after termination or expiration. Customer should download any data that it wants to retain prior to termination of this Agreement.

i.               Thefollowing provisions will survive termination or expiration: all Definitions,Customer’s accrued financial obligations, the licence to Customer Data, and thefollowing Sections and paragraphs: 4, 6, 7, 8, 9, 10, 12, 13, 14, 15, and 16 ofthis Agreement.

a.             Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.

b.             Customer represents, warrants and covenants that it has not falsely identified itself nor provided any false information to gain access to the Service and that Customer’s billing and contact information is, and will at all times be, accurate and correct.

c.              AGX warrants that, during the Term, it will employ commercially reasonable efforts to provide the Service in all material respects in accordance with the functionality as described in the applicable Documentation and the applicable specifications set forth in a Statement of Work. Customer agrees to report material non-conformities in the Service, in writing solely through its AccountContact or Support Contact(s) to AGX Customer Support. During the Term, AGX will provide, as Customer’s sole and exclusive remedy for any breach of this limited warranty obligation, commercially reasonable support and maintenance to troubleshoot, update or apply workarounds or other remedies in respect of such non-conformities in the Services. The limited warranty in this paragraph 12(c)does not extend to Customer Add-Ons, Code Customizations Third Party Services or third party products that are accessed by means of the Service; AGX will, however, make reasonable efforts to assist Customer in contacting the applicable third-parties to provide resolutions for such products and services in the event a defect in such Third Party Service is affecting the Service being provided by AGX to Customer.

THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY AGX. AGX DOES NOT MAKE ANY ADDITIONAL WARRANTIES OF ANY KIND,WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SECTION 12:(I) THE SERVICE, SUBCONTRACTED SERVICES, CONTENT AND PROFESSIONAL SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR CUSTOMER’S INTERNAL USE ONLY; (II) THE OPERATION OF THE SERVICE MAY NOT BEUN INTERRUPTED OR ERROR FREE; (III) THE SERVICE CANNOT BE, AND IS NOT COMPLETELY FREE OF THE RISK OF VIRUSES, ATTACKS OR THREATS; AND (IV) THE SERVICES MAY NOT MEET CUSTOMER’S SPECIFIC NEEDS AND REQUIREMENTS. EXCEPT AS EXPRESSLY PROVIDED HERE IN, AGX DOES NOT GUARANTEE THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE SERVICE, AND IS NOT AND SHALL NOT BE RESPONSIBLE FOR DELAYS IN RECEIVING OR TRANSMITTING INFORMATION, OR ERRORS IN INFORMATION COMMUNICATION CAUSED BY THIRD-PARTY SERVICES. THE SERVICES MAY BE TEMPORARILY UNAVAILABLE FROM TIME TOTIME FOR SCHEDULED MAINTENANCE, FOR CUSTOMER’S FAILURE TO MAINTAIN A CONNECTION TO THE INTERNET (IN ACCORDANCE WITH THE REQUIREMENTS OF THIS AGREEMENT) AND FOR UNSCHEDULED EMERGENCY MAINTENANCE SERVICES, OR DUE TO OTHER CAUSES BEYOND AGX’S REASONABLE CONTROL. IN ACCORDANCE WITH SECTION 16(C) (ENTIRE AGREEMENT), ANY STATEMENTS MADE ABOUT AGX OR ITS SERVICES BY AGX SALES, MARKETING OR SUPPORT PERSONNEL DO NOT CONSTITUTE A WARRANTY, AND WILL  NOT  BE RELIED ON BY CUSTOMER IN DECIDING WHETHER TO PURCHASE ANY PRODUCTS OR SERVICES.

a.             Customer shall defend at its expense, indemnify, and hold AGX, its Affiliates, and the irrespective employees, directors, agents, representatives, successors and assigns harmless from and against all damages, liabilities, losses, final judgments or awards, settlements, costs and expenses (including reasonable legal fees and expenses) (together “Losses”)to the extent arising out  of or in connection with any claim, demand, suit, proceeding or action (“Claims”) (i) brought by a third partyagainst AGX  alleging that Customer Data or  other data or information supplied by Customer infringes any intellectual property right of, or otherwise causes harm to a third party; or (ii) arising out of Customer’s breach of Section 2(a)(Licence Grant), Section 3 (Restrictions on Use) or Section 4 (Customer Obligations for Customer  Data and Account Information) of the Agreement.

a.             TOTHE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AGX TO CUSTOMER FORALL CLAIMS ARISING UNDER THIS AGREEMENT IS LIMITED, IN THE AGGREGATE, TO ONEHUNDRED THOUSAND SINGAPORE DOLLARS [11] [12] [13] [14] [AC15] ONLY.

b.             TOTHE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AGX BE LIABLE FOR ANYINDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR ENHANCEDDAMAGES OF ANY TYPE OR KIND, DAMAGES FOR LOSS OF DATA, LOSS OF REVENUE, LOSS OFPROFITS, LOSS OF INCOME, LOSS OF OPPORTUNITY, LOSS OF SAVINGS OR COMPUTERFAILURE (WHETHER IN EACH INSTANCE DIRECT, INDIRECT OR OTHERWISE), EVEN IF ITHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

c.              Tothe maximum extent permitted by Applicable Law, AGX disclaims any and allliability for Personal or Sensitive Data (including but without limitation lossor corruption of such data) that is provided by Customer or its Users inviolation of Section 3 (Restriction on Use) and/or Section 4 (Customer Data andAccount Information).

a.             The relationship between the Parties is that of independent contractors. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the Parties.

b.             This Agreement and other documents referred to herein represent the entire agreement of the Parties, supersedes all prior discussions, writings, communications,emails and/or agreements between the Parties, and  is intended to be the final expression oftheir Agreement with respect to the subject matter hereof. The Parties agree and acknowledge that in entering this Agreement they have not relied, and shallnot rely on any agreements, representations, writings, negotiations, warranties ,representations or understandings or courses of conduct or trade, whether express or implied (other than as set out herein). No other terms, conditions ,warranties, assurances, statements or representations should be deemedincorporated or implied (at law, under statute or otherwise) except as set outin the Agreement or as mutually agreed in writing. The only remedy available to any Party in respect of any such extra-contractual representations, writings,negotiations, warranties or understandings shall be for breach of contractunder the terms of this Agreement (subject always to the limitations andrestrictions set out in this Agreement).

c.              No terms and conditions under a Customer purchase order, acknowledgment form,Customer “supplier policies” documentation, or other Customer document or terms shall vary, supersede or replace the terms and conditions of this Agreementunless this Agreement is varied in accordance with its terms to expressly reference and incorporate such Customer document or terms.

d.             The Agreement shall be governed in accordance with the laws of Singapore and disputes shall be referred to the exclusive jurisdiction of the Singaporecourts.

e.              Neither Party shall be liable for any Loss or delay, nor be deemed to have defaulted under or breached this Agreement (except for Customer’s payment obligations)when and to the extent such failure or delay is caused by  any event or condition beyond the reasonable control of a Party, including but not limited to, acts of God, flood, fire, earthquake, natural disaster, terrorism, civil unrest, sabotage, internet failure, labor stoppage or industrial dispute, epidemics and pandemics, war ormilitary hostilities, national or regional emergencies, embargoes, sanctionsand blockades, criminal or wrongful acts of third parties, and any performancedate (other than for payment) or delivery of service date shall be extended tothe extent of any delay resulting from any such event or condition. The impacted party shall resume the performance of its obligations as soon asreasonably practicable after the removal of the cause.

f.              Customer shall not assign the Agreement or otherwise purport to transfer, novate ordelegate its rights and/or obligations under this Agreement to a third partywithout written consent of AGX. AGX may assign this Agreement in its solediscretion, including but not limited to an Affiliate, subsidiary, parent orholding company. AGX may also transfer this Agreement to a successor of all orsubstantially all of its business, stock or assets to which the Agreementrelates or in a change in control transaction.

g.              AGX may provide notice either (i) by email to the email address provided for theAccount Contact or (ii) by written communication sent by mail or by courierservice with return receipt requested, to Customer’s address on record in Customer’s account.

h.             Custome rconsents to AGX’s disclosure of the fact that Customer is a paying customer of AGX. During the Term, AGX may list or otherwise include Customer’s name,corporate branding and logo on AGX’s web site and marketing materials.

i.               Each Party hereto shall bear its own costs and expenses (including withoutlimitation the fees and disbursements of counsel, accountants, consultants andstaff time) incurred in connection with the negotiations and preparation ofthis Agreement, and all matters incident thereto including but not limited toany performance hereunder  by eitherParty.

j.               In the event of a conflict or inconsistency between the Sections (or clauses) or Schedules of this Agreement or any other document referred to in this Agreement(unless otherwise explicitly provided in such documents), the conflict orinconsistency shall be resolved in the following order of precedence (the firstof the following having the highest order of priority): any Pricing Schedule,any Statement of Work, these Standard Terms and Conditions, and other Schedulesfor additional Services or third party services.

k.             Except in relation to the Parties’ successors and permitted assignees, a person who isnot a party to this Agreement has no right to enforce any term of thisAgreement.

l.               No delay, neglect or forbearance by either Party in enforcing its rights underthis Agreement shall be a waiver of or prejudice those rights.

m.           Each provision of this Agreement will be considered severable such that if any one provision or clause conflicts with or may not be given full effect because ofexisting or future applicable law, this will not affect any other provisionwhich can be given effect without the conflicting provision or clause.

n.             Any variation of this Agreement shall not be binding unless made in writing and signed by the authorized representatives of the Parties. For the avoidance ofany doubt any variation to a Pricing Schedule and or a Statement of Work shallbe managed in accordance with this Section.

o.             Each Pricing Schedule and/or Statement of Work entered into hereunder shall not be deemed to be a separate contract but shall be incorporated by reference and made a part hereof.

This Agreement may be executed in one or more counterparts, each of which when executed, including by the use of electronic or digital signatures, and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.

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