UNLESS OTHERWISE EXPRESSLY AGREED BY A PRIOR WRITTEN NOTICE BY MEGA, CLIENT USE OF THE SERVICES IS SUBJECT TO ALL THE TERMS AND CONDITIONS AS SET OUT IN THIS EUSA. END-USER WILL INDICATE ITS ACCEPTANCE OF THIS EUSA BY DOING ONE OR MORE OF THE FOLLOWING OR ALLOWING OR AUTHORIZING A THIRD PARTY TO DO ONE OR MORE OF THE FOLLOWING FOR CLIENT: (1) CLICKING “I AGREE” OR A SIMILAR AFFIRMATION AS APPLICABLE WHICH APPEARS DURING THE FIRST ACCESS TO THE SERVICES, OR (2) ACCESSING OR USING THE SERVICES, OR (3) SIGNING A COPY OF THIS EUSA. 1. Scope of Use. MEGA grants to the Client a non-exclusive and non-transferable license to access the Service and use it in conformance with this EUSA and the Documentation. Client is responsible for ensuring the secrecy of its logins and passwords. Client will not make the Service available to any third-parties except to its Affiliates which are listed in the Order Form (if any). 2. Intellectual property MEGA and its licensors reserve all their right, title and interest in and to the Service, including their respective intellectual property rights. No rights are granted to the Client hereunder other than as expressly set forth herein. MEGA shall indemnify and hold harmless Client, from and against any damages, liabilities, costs and expenses arising out of any third-party claims that the Services as provided to Client by MEGA and as used by Client in compliance with the terms of the EUSA infringe any intellectual property right of a third-party, provided however, that MEGA has sole control and authority with respect to the defense, settlement, or compromise thereof (to the extent of the full release of Client’s liability). 3. DISCLAIMER. THE LIMITED WARRANTIES STATED THIS SECTION SET FORTH THE ONLY REPRESENTATIONS AND WARRANTIES CONCERNING THE SERVICES PROVIDED BY MEGA. MEGA, ITS AFFILIATES, OR SUPPLIERS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS, RESULTS, AND THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 4. Liability TO THE EXTENT PERMITTED BY APPLICABLE LAW, MEGA AND ITS LICENSORS' AGGREGATE LIABILITY UNDER THIS EUSA, WHETHER FOR BREACH OR IN TORT, IS LIMITED TO THE FEES PAID OR PAYABLE BY CLIENT UNDER THIS EUSA FOR THE CURRENT TWELVE MONTHS’ SUBSCRIPTION PERIOD. 5. Term and Termination. This EUSA shall be effective on the effective date and shall remain in effect thereafter until the end of the subscription period set forth in the Order Form unless terminated earlier by either Party as provided herein. If Client commits a material breach, MEGA may terminate the EUSA without liability and without prejudice to any other rights. Client shall pay any unpaid fees covering the remainder until the end of the subscription term. 6. Export control and anti-bribery This EUSA is subject to any restrictions concerning the export of items, technical information or services imposed on the Parties, from time to time, by the European Union, the US, France, or other countries. Each Party agrees that not to export or import, directly or indirectly, any items, technology, technical information or services in relation to this Agreement to a location or a person, subjected to such restrictions, or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining a written consent from the appropriate agency or other governmental entity in accordance with the applicable law. Any breach of this clause shall be considered as a material breach justifying the termination of the contract by the other party only upon written notice. In relation to resale activities under this Agreement, each Party agrees that: - It will comply with all applicable laws, ordinances and regulations of any jurisdiction, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the French Sapin II Law and all other applicable anti-corruption, anti-money laundering laws, and competition laws (collectively “the Anti-corruption Laws”). Neither Party will take any action, nor fail to take any action, that would result in the other Party violating any applicable Anti-corruption Laws. - Neither Party will offer or give money or anything of value to any person, in order to obtain or retain business for the benefit of itself or the other Party under this Agreement, or to secure any other improper advantage for itself or the other Party. Any provision of gifts, meals, entertainment expenses or travel expenses must be compliant with applicable Anti-corruption Laws. - It will not submit any false or inaccurate invoices to the other Party or otherwise falsify any documents; - Any breach of this clause shall be considered as a material breach justifying the termination of the contract by the other party only upon written notice. 7. Miscellaneous. This EUSA shall be governed by and construed in accordance with the laws of France without regard to the U.N. Convention on Contracts for the International Sale of Goods. Any and all disputes, controversies or claims arising out of or relating to this EUSA or breach thereof shall be subject to the exclusive jurisdiction of the courts of Paris. 8. Service Level EUSA Service availability Maximum unscheduled outage duration =%3E 3 business hours Maximum monthly unscheduled outage =%3E 4 business hours (*) As an example, this represents a Service Availability of more than 99.4% over a month. Outage Duration Calculation For the calculation of the outage duration, all periods of unavailability are considered, except for: - Scheduled unavailability periods i.e. previously authorized by the Customer, for change management operations - Unscheduled periods of unavailability, but resulting from the following conditions of exclusion of responsibility: - During the scheduled maintenance period as defined above; - Pursuant to any circumstances beyond MEGA’s reasonable control such as the disruption of the Internet and any other event within Force Majeure; - An abnormal, fraudulent or improper use by the Client of the Service or any unauthorized access to the Service by a third-party, requiring the interruption of the Service for security reason; - Any intrusion or fraudulent access to the Service by a third-party, or illegal data mining despite the implementation of security measures using current technology. In the event of the interruption of the Services pursuant to the foregoing events, MEGA will, make every effort to minimize the impact and will use commercially reasonable efforts to restore the Service in a timely manner whenever such causes have ceased. Outage is calculated starting from the moment when Client contacts MEGA. Incident Severity & Response Time. The Severity qualifies the deterioration extent of the Service. - No access =%3E GTI 1 business hour - Critical =%3E GTI 4 business days with continuous effort every day - Moderate =%3E GTI 1 Business days - Minor =%3E Best effort MEGA Technical Support may need to downgrade the Severity if Client is not able to provide adequate resources or responses to enable MEGA to continue with incident resolution efforts. Standard Support Services do not encompass on-site assistance. For specific cases and subject to prior mutual written consent of the parties, notably on technical and financial conditions, MEGA may provide on-site assistance at its own discretion. For greater certainty, the Client will grant to MEGA any necessary access to the Client’s computing systems at no cost and will appoint the relevant personnel to provide MEGA with all necessary information and details with regards to the subject. More specifically, the Client will make sure that MEGA will access to and work on Data with no issue regarding any third party's rights. Disaster Recovery Plan - Standard – RTO 1 week – RPO 25 h - Advanced DRP option – RTO 24 h – RPO 25 h Service Requests are supplied against tickets. - Response time – 2 business days MEGA - Ensures competent staff is available. - Provides Service availability during the SLA Applicability Period, as defined above. - Delivers the Service level with all reasonably possible care, in accordance with the terms of this EUSA. - Supplies Support Services in accordance with the terms of this EUSA. Client - Upon execution of this EUSA, appoints a maximum of three (3) Designated Contacts having been trained on the Service, and to whom MEGA will provide Support Services. Designated Contacts must be able to perform at least the following functions: - Manages users and their assignment on the different profiles of the MEGA solution(s) constituting the Service; - In case of incident, declares a Case on the MEGA portal by collecting and providing all information about the conditions under which the incident occurred. If a security issue is perceived immediately contacts MEGA by the quickest means - For best operational efficiency, it’s recommended that it participates in the steering and arbitration meetings organized by MEGA Service might not be delivered at the optimum level in case of: - Customer failure to follow the instructions for use of the Service in the Documentation and User Guide. - Deviation of the scope of use of the Service. - Performance degradation due to Client network configuration and security devices. - Operation by Client or by any third party appointed by Client of a software product installed on the Client’s computing system that may cause problems to the Service. - Unavailability of a customer’s contact during an outage situation. - Refusal of the client to promptly provide information (or the authorization to access it) that might allow the resolution of an incident by MEGA Technical Support. Authorized location of personal data - MEGA Affiliates (France–Germany–US–UK–Singapore-Morocco - MS Azure-data centers in US, UK, France, Australia